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, 29.4.2022  
C(2022)  2936 final  
PUBLIC VERSION 
 
 
 
 
 
  
 
 
Hapag -Lloyd Aktiengesellschaft  
Ballindamm 25  
20095 Hamburg Germany 
 Eurogate GmbH & Co KGaA, KG 
Präsident -Kennedy- Platz 1A  
28203 Bremen 
Germany 
Subject : Case M.10522 – HAPAG -LLOYD / EUROGATE / EUROGATE 
CONTAINER TERMINAL WILHELMSHAVEN  
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 22 March 2022, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Hapag -
                                                 
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 ‘Com munity’ 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’). 
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-discl osure 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information omitted has been replaced by 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 Lloyd AG (“HL”, Ge rmany), and Eurogate GmbH &  Co KGaA, KG (“Eurogate”, 
Germany),  intend to acquire , within the meaning of Article 3(1)(b) and 3(4) of the 
Merger Regulation,  joint control of the whole of Eurogate Container Terminal 
Wilhelmshaven GmbH & Co. KG (“CTW”, Germany) and Rail Terminal 
Wilhelmshaven GmbH (“RTW”, Germany), together “the Target”, by way of 
purchase of shares  (“the Transaction” ).3 HL and Eurogate  together with the Target, 
are hereinafter referred to as “the Parties ”. 
1. THE PARTIES  
(2) HL is active in the mar itime sector, offering global transport services for 
containerised cargo under the Hapag -Lloyd brand. To a lesser extent, HL is also 
active in the provision of container terminal services. In Northern Europe, HL 
jointly controls together with Hamburger Hafen und Logistik Aktiengesellschaft 
(“HHLA“) the Altenwerder Container Terminal (“CTA”) in Hamburg, Germany.4 
HL’s most important shareholders  are Kuehne Maritime GmbH (“Kuehne”, 
Germany), HGV Hamburger Gesellschaft für Vermögens - und 
Beteiligungsmanagement  mbH (“HGV”, Germany), and Compañía Sud Americana 
de Vapores S.A. ("CSAV", Chile), together referred to as the Anchor 
Shareholders .5 HGV is state -owned since 100% of its shares are held by the Free 
and Hanseatic City of Hamburg. Other shareholders of HL ar e Qatar Holding 
Germany GmbH (“QH”) and the Public Investment Fund (“PIF”) on behalf of the 
Kingdom of Saudi Arabia.  
(3) Eurogate provides container terminal services in Europe and Northern Africa. Through its affiliates, Eurogate also offers a range of contai ner-related operations 
as well as services related to intermodal transport and logistics management. 
Eurogate is jointly controlled by EUROKAI GmbH & Co. KGaA, ultimately 
controlled by the Eckelmann family and by BLG Logistics Group AG & Co. KG, 
which is m ajority -owned by the City of Bremen.  
(4) CTW owns and operates the container terminal in the port of Wilhelmshaven, Germany. RTW operates the rail terminal in the same port, mainly serving the 
cargo loading and unloading needs of CTW.  
2. T
HE OPERATION  
(5) Pre-Transac tion, CTW and RTW are jointly controlled by Eurogate and APM 
Terminals Deutsc hland Holding GmbH (“APMT”), an indirect wholly-owned 
subsidiary of A. P. Møller - Maersk A/S (“Maersk”, Denmark).6   
(6) Pursuant to a Share Purchase Agreement ( “SPA”) concluded betw een APMT and 
HL on […], HL will acquire from APMT the latter’s 30% stake in CTW and its 
50% stake in RTW. The remaining 70% and 50% stake in CTW and RTW 
respectively will continue to be held by Eurogate. Post -Transaction, HL will 
                                                 
3  Publication in the Official Journal of the European Union No C 142, 30.03.2022, p. 16.  
4  HL also has a 10% stake in the Tanger Med 2 terminal in Morocco.  
5  M.7268 -  CSAV / HGV / Kuehne / HLAG.  
6  M.5066 -  Eurogate /APMM.  
 
 
3 replace APMT in all its ri ghts and obligations regarding the Target and will acquire 
joint control together with Eurogate.  
(7) CTW is a full  function Joint Venture  (JV)  within the meaning of Article 3(4) of the 
Merger Regulation, as it performs on a lasting basis all functions of an a utonomous 
economic entity. It has its own management, dedicated to its day-to -day operations, 
and sufficient financial and technical resources to perform its business activities.7 
Services provided by Eurogate, such as, for example, […], are remunerated at  
arm’s length basis.8 CTW enters into agreements with customers in its own name 
and on its own behalf, while it determines its prices independently of Eurogate. 
Pre-Transaction, besides Maersk, CTW offered its services to any container carrier 
that wished to use them and non-Maersk throughput amounted in 2018 to 
[30-40]%, in 2019 to [40-50]% and in 2020 to [40-50]% of CTW’s total throughput  
volume .9 Similarly to Maersk, HL will undertake […]. CTW has a maximum 
handling capacity of 2.7 million TEUs and the future throughput with HL in 2025 
is estimated to be […] TEUs. Given that CTW deals with its parent companies at 
arms’ length and it achieved almost 50% of its sales (on volume basis) with third 
parties, which is intended to continue to be the case post -Transaction, it will 
continue to be a full function JV  within the meaning of Article 3(4) of the Merger 
Regulation.10    
(8) By contrast, RTW, which operates the rail terminal in the port of Wilhelmshaven, 
is likely not full function as it mainly serves the cargo loading and unloading needs 
of CTW. Between 2018 and 2020, [90-100]% of RTW’s turnover was with CTW. 
In addition, RTW does not have either own management or own personnel. It is 
CTW staff who  provides the necessary services to RTW and is paid by CTW itself. 
CTW also charges its customers for the services provided by RTW.  
(9) However, for the reasons stated below, the Commission considers that both the 
CTW and RTW transactions can be treated as a single concentration under the Merger Regulation.   
(10) First, both t ransactions will b e carried out through the same SPA and in both 
operations HL (i ) will replace the same seller (APMT) and (ii ) will acquire joint 
control with Eurogate.
11  
(11) Second, t he two transactions are  also interdependent from an economic point of 
view , as CTW and RTW serve a common purpose, that is, to provide container 
terminal services.  HL and Eurogate seek to provide a fully integrated container 
terminal service, which , if necessary, would include the loading/unloading of 
                                                 
7  See paragraph 94 of Commission Consolidated Jurisdictional Notice under Council Regulation (EC) 
No 139/2004 on the control of concentrations between undertakings, OJ C 95, 16.4.2008 (“CJN”).  
8  See paragraph 94 CJN.  
9  See paragraph 98 CJN.  
10  The Commission reached the same conclusion in case M. 5066 ¬ Eurogate / APMM, paragraph 8, concerning the establishmen t of CTW. The Parties have confirmed that there have been no changes in 
CTW’s functioning since this Commission decision which would affect the conclusion on full functionality.  
11  See paragraphs 40 and 44 CJN.  
 
 
4 containers to/from the trains arriving at or departing from the rail terminal operated 
by RTW.12  
(12) Third, t he two transactions  also appear to be interdependent de iure  since the SPA 
does not contemplate the possibility of acquiring control over one of the targets 
alone.13 Moreover, clause 3 of the SPA contemplates […].  
(13) Finally, both transactions envisage the acquisition of control (joint control) by the 
same undertakings (that is, by HL and Eurogate) in the sense of paragraph 44 of the 
CJN.  
(14) In addition, CTW and RTW taken together, will  perform, on a lasting basis, all the 
functions of an autonomous economic entity within the meaning of article 3(4) of 
the Merger Regulation. Indeed, as indicated above, the activities of CTW and RTW 
are interdependent since they both serve a common purpos e of providing container 
terminal services. While RTW may not be full function on a standalone basis, the 
services it provides to CTW, which include loading and unloading of container 
boxes from and to trains in the CTW container terminal, are ancillary and directly 
related to the terminal services provided by CTW. The RTW services are being 
offered by CTW to its customers as part of a bundled offering and CTW charges its 
customers for these services, aiming at providing a fully integrated service.   
(15) Consequently, post -Transaction, HL will acquire joint control over the Target , that 
is, CTW and RTW, together with Eurogate within the meaning of Article 3(1)(b) 
and 3(4) of the Merger Regulation.  
3. UNION  DIMENSION  
(16) The undertakings concerned have a combined aggre gate world-wide turnover of 
more than EUR 5 000 million14 (HL: EUR […] million, Eurogate: EUR […]  
million, CTW: EUR […] million) . Two of them ha ve a Union-wide turnover in 
excess of EUR 250 million (HL:  EUR […] million, Eurogate: EUR […] million) , 
but the  undertakings concerned do not achieve more than two-thirds of their 
aggregate U nion-wide turnover within one and the same Member State. The 
notified operation therefore has a U nion dimension  within the meaning of Article 
1(2) of the Merger Regulation.  
4. LINKS BETWEEN  HAPAG -LLOYD AND THE PORT OF HAMBURG  
(17) As mentioned in paragraph (2) above, state -owned HGV, the holding company for 
the commercial activities of the City of Hamburg, is one of HL’s Anchor Shareholders . HGV holds  a 13.9% stake  in HL . In a previous decision, the 
Commission established that HL was jointly controlled within the meaning of the 
Merger Regulation by its three Anchor Shareholders Kuehne, HGV and CSAV, 
because (i) they held six of the 12 seats in the Supervisory Board at the time and 
                                                 
12  See, for instance, Form CO, paragraphs 108 and 278.  
13  See paragraphs 39, 40 and 43 CJN. In fact, paragraph G of the Preamble to the SPA states that 
“[Seller wanted to sell its participation in CTW and RTW, which HL decided to acquire on the basis 
of the SPA.] ”.  
14  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
 
5 because (ii) they had agreed under a shareholder’s agreement  to exercise their 
voting rights in HL by issuing a common voting proxy, thereby making important 
decisions together.15  
(18) HGV also holds a 69.6% solely-controll ing stake in HHLA. HGV’s presence in HL 
and HHLA creates a structural link between the two companies , which could 
therefore  form a single economic unit  for the purpose of the assessment under the 
Merger Regulation.  
(19) Article 5(4) read in conjunction with Re cital 22 CJN16, states that two State-owned 
enterprises ("SOEs") will not be considered to constitute one economic entity 
provided they have a power of decision independent of each other and independent 
of the State concerned.  
(20) In its previous decisions the  Commission  considered that SOEs are considered one 
economic entity if (i) the State has the ability to exercise decisive influence over 
the SOEs concerned17 (see point 4.1 “ State’s ability to exercise decisive influence ”) 
and (ii) if the SOEs have no independent power of decision (see point 4.2 
“independent power of decision”) .  
4.1. State’s ability to exercise decisive influence  
4.1.1. Parties’ view  
(21) The Parties are of the opinion that HL and HHLA do not form a single economic 
unit since, in their view, HGV cannot exercise decisive influence over HL.  
(22) Due to the entry of QH and PIF on behalf of Saudi Arabia as shareholders of HL  in 
2016, the Supervisory Board was extended to 16 members against the initia lly 
12 members. By way of law, eight  Supervisory Board members a re appointed by 
HL’s shareholders and further eight  members are appointed by HL’s  employees 
(“Employee Representatives ”).  
(23) Under the Share holders Agreement (“SHA”), the three  Anchor Shareholders have, 
however, agreed to nominate only six  out of the 16 members , i.e. less than half of 
the members of the Supervisory Board and allowed the new shareholders QH and 
PIF to nominate the remaining two members out of the eight Supervisory Board members representing HL’s shareholders . The 10 other Supervisory Board 
member s include the eight  Employ ee Representatives and two  representatives of 
each of the other shareholders of HL, QH and PIF , which could in different 
constellations overrule the Anchor Shareholder’s (including HGV’s) vote.  
(24) The Parties argue in particular that  the powers of the eight E mployee 
Representatives of the Supervisory Board of HL , which approves HL’s business 
plan and budget
18, should be taken into consideration when assessing control.19 In 
that respect, the Parties point out that the  Employee Representa tives have the same 
                                                 
15  M.7268 -  CSAV / HGV / Kuehne / HLAG, paragraphs 10 – 12.  
16 Paragraphs 52 -53, 153 and 194 CJN.  
17 M. 5549 -  EDF/Segebel, paragraph 173 and 92; M.9014 – PKN Orlen/Grupa Lotos, paragraph 20.  
18  Section 7.3 Hapag -Lloyd Articles of Association.  
19  See Form CO paragraph 34.  
 
 
6 rights and obligations as all the other members of the Supervisory Board and are in 
particular not subject to instructions. According to the Parties , the Chairman of the 
Supervisory Board, the CEO of HL and the Supervisory Board E mploye e 
Representatives [details on the governance of the Supervisory Board evidencing 
that the employee representatives have the same rights and obligations as all other 
members of the supervisory board]. If there is an agenda item with which the 
Employee Repre sentatives disagree, efforts are made to reach a compromise. If this 
proves unsuccessful, the item is take n off the agenda. In the Parties’ view , this 
proves  that the E mployee Representatives can significantly influence the outcome 
of votes in the Supervis ory Board and should therefore be taken into consideration 
when assessing control.  
4.1.2. The Commission’s assessment  
(25) The Commission notes that w hen disregarding the votes of the E mployee 
Representatives in the decision making process of HL’s Supervisory Board, H GV 
would most likely be able to exercise decisive influence over the vote of six  out of 
eight  members  and, in consequence, over HL’s strategic decisions by way of its 
veto rights .20 In contrast, HGV w ould be unlikely to exercise decisive influence 
over HL i f paragraph 22 of the CJN would be qualified to allow a differentiation in 
the assessment of control between the ability of E mployee Representatives to 
actively exercise control on the one hand and the ability of E mployee 
Representatives to limit the scope  of control of other shareholders on the other 
hand as the Parties seem to suggest.21  
(26) The question on the interpretation of paragraph 22 of the CJN can, however, be left 
open as even if HGV ha d decisive influence over HL’s strategic decisions, in any 
event , HL and HHLA do not constitute one economic unit because HL has an 
independent power of decision as set out below  (point 4.2).  
4.2. Independent power of decision 
(27) According to the Commission’s previous decisions , factors to take into account 
when assessing  whet her SOEs have an independent power of decision can include 
(a) ownership/supervision by the same public authority; (b) dependence of 
commercial decision making from the State as determined by the legal framework 
and its application in practice, including i nterlocking directorships and the 
existence of adequate safeguards ensuring that commercially sensitive information 
is not shared between such undertakings;22 and (c) whether there are indications 
that the commercial conduct of SOEs has been coordinated in the past .23   
                                                 
20  Section 7.3 Hapag -Lloyd Articles of Association.  
21  See in the same sense Wessely/Wegner, Münchener Kommentar zum Wettbewerbsrecht, FKVO 
Art. 3, paragraph 75.  
22 M.9014 - PKN Orlen/Grupa Lotos, paragraph 33; M.7643 – CNRC/Pirelli, paragraph 8 et seq; 
M.6113 – DSM/SINOCHEM/JV, paragraphs 10 -13; M.5549 – EDF/Segebel, paragraph 93 (and 
paragraph 174).  
23  M.931 – Neste/IVO, paragraph 8; M.9014 -  PKN Orlen/Grupa Lotos, paragraph 20.  
 
 
7 4.2.1. The Parties’ view  
(28) The Parties are of the opinion that HGV does not centrally coordinate the market 
activities of its portfolio companies, including HL and HHLA, as, according to the 
Parties, sufficient safeguards are in place in order to prevent any kind of coordination through parallel directorates. Therefore, according to the Parties, HL 
and HHLA have independent power of decision-making and do not constitute one 
economic entity. 
4.2.2. The Commission’s assessment  
(29) Two members out of the 16 members  of the Supervisory Board of HL are at the 
same time members of the Supervisory Board of HHLA  which is composed of 
12 members : Dr Isabella Niklas, managing director of HGV, and Maya 
Schwiegershausen-Güth, a member of the trade union Verdi. Only Dr Niklas’ 
directorship is relevant in this respect, however, since HGV does not nominate or 
otherwise influence the Employee Representation on the Supervisory Boards. 
(30) Despite the presence of one common board member nominated by HGV, the Commission concludes that a series of safeguards ensures  the operational 
independence of HL and HHLA.  
(31) First , Supervisory Board members are bound by law to maintain confidentiality 
and are legally prevented from sharing any commercially sensitive information or 
classified material relat ed to HL when acting as Board members in other 
companies owned by HGV, in particular HHLA.
24  
(32) Second, Supervisory Board members are barred from voting on any matters that 
could constitute a conflict of interest.25 Accordingly, the HGV representative on 
HL’s Supervisory Board abstained from voting on the Transaction due to a 
potential conflict of interest with HHLA. This illustrates how the separation of 
interests enshrined in law is observed in practice. 
(33) Third , HL appears to be operationally independent in practice. According to press 
reports, the City of Hamburg was not supportive of the Transaction.26 Despite its 
13.9% shareholding in HL and its representation on the Supervisory Board, it could not prevent the Transaction from materializing however. Moreover, there has not 
been any instance in the past where HGV would have used its veto rights in HL to dissent to the budget or another measure requiring Supervisory Board approval. 
(34) Fourth , there is no indication that the commercial conduct of HL and HHLA has 
been coordinated in the past. […], the common Employee Representative on the 
Supervisory Boards of HL and HHLA, […] voted […] the CTW Transaction in the 
                                                 
24  See e.g. Sectio n 116 German Stock Corporation Act (Aktiengesetz (“AktG”). Disclosing such 
information to someone not being a member of the Supervisory Board is a criminal offense under 
German law (Section 404 para 1 no. 1 AktG). The Rules of Procedure for the Supervisory  Board of 
Hapag -Lloyd further detail the confidentiality duty.  
25 Section 2.3 of the Supervisory Board Rules of Procedure. 
26 Cf. the relevant press coverage such as for example 
https://www handelsblatt.com/unternehmen/handelkonsumgueter/seefahrt -konkurrent -fuer-den-
hamburger -hafen -hapag- lloyd -kauft -sich-beim-jade- weser -portein/27655674.html?ticket=ST-
126314- elQudJwlC9QvypmnrAws -cas01.example.org, last visited on 4 November 2021. 
 
 
8 Supervisory Board meeting of HL, after asking a question about the reasons […]27 
although the City of Hamburg, in general, and HHLA, in particular, were opposed 
to the Transaction.28   
(35) Fifth, market participants contacted during the Commission’s market investigation 
did not perceive HL and HHLA as coordinated in their commercial behaviour.29 
For example a competing terminal operator stated that it does “not have the 
impression that HL and HHLA belong together or act as “one” legal entity and they 
are rather seen as two separate entities on the market for container terminal 
services”.30  
(36) Sixth , under applicable law, transactions between HL and HHLA must take place 
in the ordinary course of business and under normal market conditions; otherwise certain approval and disclosure requirements must be observed.
31  
4.3. Conclusion  
(37) Following the above and since HL has an independent power of decision, the Commission  finds that HL and HHLA are not to be considered as part of the same 
economic unit as a result of the link between both companies through HGV. 
5. 
MARKET DEFINITION  
(38) HL is primarily active in the containerized shipping of goods as well as the provision of container terminal services. Eurogate and the Target are mainly active 
in the provision of container terminal services.  
5.1. Container terminal services   
5.1.1. Product market  
(39) The provision of container terminal services by terminal operators involves the loading, unloading, storage and land-side handling for inland transportation of containerised cargo.
32   
(40) Additionally one could consider a separate market for ancillary services such as storage, leasing, repair and maintenance of containers. 
                                                 
27  See Annex 8.8, excerpt from the minutes of the relevant Board meeting on 27 September 2021. 
28  Cf. the relevant press coverage such as for example 
https://www handelsblatt.com/unternehmen/handelkonsumgueter/seefahrt -konkurrent -fuer-den-
hamburger -hafen -hapag- lloyd -kauft -sich-beim-jade- weser -portein/27655674.html?ticket=ST-
126314- elQudJwlC9QvypmnrAws -cas01.example.org, last visited on 29 March 2022. 
29  See e.g.  replies to questions 25 and 26 of Q1 to Container Liner Shipping Companies, to 
questions  21 and 22 of Q2 to Container Terminal Operators and Port Authorities and to question 8 of 
Q3 to Customers and minutes of the calls of 17 February 2022 with a customer and of 4 March 2022 with a competitor.  
30  See minutes of 4 March 2022. 
31 See Section 312 AktG and Directive (EU) 2017/828 of the European Parliament and of the Council of 
17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long- term shareholder 
engagement, OJ L 132, 20.5.2017, p. 1–25.  
32  See, among others, M.9093 – DP World Investments/Unifeeder, paragraph 11; M.7523 – CMA 
CGM/OPDR, paragraph 63 ; M.5398 – Hutchison/Evergreen, paragraph 9.  
 
 
9 (41) In its prior decisional practice, the Commission has defined a separate market for 
container terminal services, and has considered a possible distinction between 
hinterland traffic (containers transported directly to/from a container vessel from/to 
the hinterland via barge, truck or train) and transhipment traffic (containers 
destined for the onward transportation to other ports or other vessels).33  
5.1.2. Geographic market  
(42) The Commission has considered that for container terminal services in deep-sea 
ports , the relevant geographic market is in essence determined by the geographic 
area the container terminal generally serves (catchment area). For example, 
concerning terminals in Northern Europe and in Hamburg in particular, the 
Commission considered that the  relevant geographical dimension is in its broadest 
scope Northern Europe (for transhipment traffic) and in its narrowest possible scope the catchment area of the ports in the range Hamburg –  Antwerp (for 
hinterland traffic) or possibly even narrower, comprising the German ports only.
34 
However, the precise geographic market definition has been left open. 
(43) Moreover, while ultimately leaving the market definition open, the Commission  
indicated in previous cases that, for hinterland traffic, substitution betwe en 
Northern and Central European ports and Southern European ports does not take place to any considerable degree because of their different catchment areas.
35 For 
transhipment traffic, it noted that Mediterranean ports constitute a separate market.
36 
5.1.2.1. Partie s’ views 
(44) The Parties agree with the product market definition and the potential distinction between transhipment and hinterland traffic.
37  
(45) On the geographic scope of the market, the Parties consider that for transhipment  
traffic, the market comprises at le ast all deep -sea ports in Northern Europe, 
including the ports in the UK and Scandinavia as well as Gdansk, in Poland and 
Gothenburg in Sweden.38 They have, however, provided market share estimates 
also for the narrower Hamburg -Le Havre and Hamburg -Antwerp range s. For 
hinterland traffic, the Parties submit that the geographic scope of the market  
comprises at least all deep -sea ports in the Hamburg -Le Havre range.39 They have, 
however, provided market share estimates also for the narrower Hamburg -Antwerp 
range  as well as for the level of the German ports only.  
                                                 
33   See, e.g, M.9450-  PPG/TIL/JV, paragraph 13; M.9093 – DP World I nvestments/Unifeeder, 
paragraph  12; M.9016 – CMA CGM/Container Finance, paragraph 51.   
34 See, e.g., M.8594 – Cosco Shipping/OOIL, paragraphs. 18- 20; M .8330 – Maersk Line/HSDG, 
paragraph 30; M.8120 – Hapag -Lloyd/United Arab Shipping Company, paragraph 22; M.5450 – 
Kühne/HGV/TUI/Hapag -Lloyd, paragraph 16; M.5066 – Eurogate/APMM, paragraph 15–20.  
35 See, e.g, M. 8594 – COSCO Shipping/OOIL, para. 20 and 22.  
36 See e.g., M.5398 – Hutchison / Evergreen, para. 16; M.1674 – Maersk/ECT, para. 10- 11. 
37  Form CO, paragraph 125.  
38  Form CO, see, among others, paragraph 125.  
39  Form CO, see, among others, paragraph 125.  
 
 
10 5.1.2.2. Commission assessment  
(46) On whether the market for container terminal services should be segmented 
between hinterland and transhipment traffic, the majority of the respondents to the 
market investigation ind icated that they agree with this segmentation.40 However, 
for the purposes of this decision , this question can be left open, as the Transaction 
would not raise serious doubts as to its compatibility with the internal market under any of the plausible altern ative product market definitions.  
(47) On the geographic scope of the market for transhipment traffic, the market investigation did not provide evidence to depart from the Commission practice. For 
instance, the majority of respondents to the market investigati on did not deny that 
the scope could be the Hamburg -Le Havre range or even as wide as Northern 
Europe  (including ports in Poland and Sweden).
41  
(48) Regarding the geographic scope of the market for hinterland traffic, while 
respondents have indicated that the proximity to the final destination of the 
container is an important criterion in their choice of port,42 the majority of the 
respondents to the market investigation (including shipping lines, container terminal operators and customers) have indicated that the ports within the 
Hamburg -Antwerp range would be a suitable alternative to CTW for hinterland 
traffic .
43 In addition, the majority of respondents indicated that the ultimate 
destination of a container is often in a different country to that in which its port of discharge is located.
44 One terminal operator explained in this respect that a 
significant portion of the containers it handles destined for hinterland traffic have a final destination in countries other than the one where the port is located.
45 Anothe r 
market participant also noted that, as some countries have no national ports and the 
countries with the biggest ports are often small (Belgium/Netherlands), the 
‘nationality’ of a port is rarely a factor and there are large volumes  of cross -border 
transport, particularly in the big ports.46 
                                                 
40  See replies to q. 5 of Q1 to Container Liner Shipping Companies, q. 4 of Q2 to Container Terminal 
Operators and Port Authorities.  
41  See, for instance, replies to q. 5, q. 6 and q. 11 of Q2 to Container Terminal Operators and Port Authorities and replies to q. 6 and 7 of Q1 to Container Liner Shippi ng Companies. See also Non -
Confidential minutes of a call of, for instance, 16 February 2022, 23 February 2022, 3 March 2022  
and 4 March 2022 with market participants . 
42  See, for instance, replies to q. 17 of Q1 to Container Liner Shipping Companies.  
43  See replies to q. 12 of Q1 to Container Liner Shipping Companies; q. 12 of Q2 to Container Terminal Operators and Port Authorities and q. 5 of Q3 to Customers. Only one respondent indicated that it considered that the German ports could not be easily subst ituted by other ports for hinterland traffic. 
This market participant also indicated, however, that over the last few years Adriatic ports as well as the port of Gdansk can be an alternative for reaching destinations,  for instance, in central Europe such 
as Czech Republic, Hungary, Austria as well as Poland. See non -confidential minutes of a call of 25 
February 2022 with a market participant.   
44  See, for instance, replies to q. 18 of Q1 to Container Liner Shipping Companies; q. 15 of Q2 to Container Termi nal Operators and Port Authorities.  
45  See reply of a market participant to q. 15.1 of Q2 to Container Terminal Operators and Port Authorities.  
46  See reply of a market participant to q. 15.1 of Q2 to Container Terminal Operators and Port Authorities.  
 
 
11 5.1.3. Conclusion on the relevant product and geographic market  
(49) For the purposes of this decision, it is not necessary to conclude on a precise 
definition of the relevant product and geographic market as the Transaction would 
not raise serious doubts as to its compatibility with the internal market under any 
plausible alternative product and geographic market definition.  
(50) The Commission will therefore assess the effects of the Transaction on the 
following markets:  
a) Product market s: i) container terminal services overall; ii) container terminal 
services for hinterland traffic; and c) container terminal services for 
transhipment traffic;  
b) Geographic markets : i) the narrower geographic market,47 including catchment 
areas comprising the  ports in a certain range (such as Hamburg -Le Havre and 
Hamburg -Antwerp) for transhipment and hinterland traffic and ii) the ports of a 
single Member State (Germany) for hinterland traffic . 
5.2. Container liner shipping services   
(51) In past cases, the Commission found that the product market for container liner 
shipping involves the provision of regular, scheduled services for the sea carriage 
of cargo by container. This market can be distinguished from non- liner shipping 
(tramp, specialised transport) because of regularity and frequency of the service. In 
addition, the Commission considered that the use of container transportation 
separates it from other non-containerised transport such as bulk cargo shipping .48   
(52) The Commission has defined a separate product marke t for short -sea container 
liner shipping, which involves the provision of regular, scheduled intra -continental 
(usually coastal trade) services,49 distinct from deep-sea container shipping .  
5.2.1. Deep -sea container liner shipping services  
5.2.1.1. Product market  
(53) Deep -sea container liner shipping services involve the offer of regular, scheduled 
services for the sea transportation of containerised cargo.50  
(54) A possible narrower product market for deep-sea container liner shipping services is that for the transport of refrige rated goods, which could be limited to refrigerated 
(reefer) containers only or could include transport in conventional bulk reefer vessels. In past cases, the Commission has looked separately at the plausible 
narrower markets for reefer containers and non-refrigerated containers only when 
                                                 
47  The Parties’ market share in the wider Northern Europe market would be diluted and therefore even 
lower.  
48  M.8594 – COSCO Shipping/OOIL, paragraph 11; M.8120 – Hapag -Lloyd/United Arab Shipping 
Company, paragraph 10; M.7908 – CMA CGM/NOL, paragraph 8; M.7268 – CSAV/HGV/Kühne 
Maritime/Hapag -Lloyd AG, paragraph 16; M.5450 – Kühne/HGV/TUI/Hapag -Lloyd, paragraph 13.   
49 M.8330 – Maersk Line/HSDG, para. 18- 19; M.7523 – CMA CGM/OPDR, paragraph 62.  
50  M.8330 – Maersk Line/HSDG, paragraph 10.  
 
 
12 the share of reefer containers in relation to all containerised cargo is 10% or more 
on both legs of a trade.51  
5.2.1.2. Geographic market  
(55) In its most recent practice,52 the Commission concluded that container liner 
shipping servic es are geographically defined on the basis of the individual legs of 
trade (e.g. Northern Europe – North America eastbound and Northern Europe –  
North America westbound separately). The Commission has also previously 
identified relevant trades as those from the Mediterranean to non-European areas 
and back on the one hand, and Northern Europe to non-European areas and back on 
the other hand.53  
5.2.1.2.1. Parties’ views  
(56) The Parties do not contest this approach and the Commission decisional practice  
and indicate that the  following ranges of ports have been considered as constituting 
distinct legs of trade: 1) Northern Europe, 2) Australia & New Zealand, 3) West Africa, 4) South Africa, 5) East Africa, 6) Central America and Caribbean, 7) East 
Coast South America, 8) West Coast South America, 9) Far East, 10) Indian 
Subcontinent, 11) Middle East and 12) North America.
54  
(57) The Parties have provided the Commission with the information necessary to 
assess the effects of the Transaction under any plausible  alternative product and  
geographic market definition.  
5.2.1.2.2. Commission assessment  
(58) Given that the Transaction would not raise serious doubts as to its compatibility 
with the internal market even under the narrowest product market definition, the 
Commission will leave open the exact product market definition. T he geographic 
market for deep-sea container liner shipping services is defined on the basis of 
individual legs of trades , in line with the Commission’s prior decisional practice .  
5.2.1.3. Conclusion on the relevant product and geographic m arket  
(59) The Commission will assess the effects of the Transaction on the following 
markets:  
(a) Product markets: market for (i) deep-sea container liner shipping services and 
(ii) the plausible reefer container liner shipping sub-segment;  
                                                 
51  M.8594 – COSCO Ship ping/OOIL, paragraph 13; M.8120 – Hapag -Lloyd/United Arab Shipping 
Company, paragraph 11 ; M.7908 – CMA CGM/NOL, paragraph 9; M.7268 – CSAV/HGV/Kühne 
Maritime/Hapag -Lloyd AG, paragraph 18; M.3829 – Maersk/PONL, paragraph 10.  
52  M.9221 – CMA CGM/CEVA, parag raph 34; M. 8594 – COSCO Shipping/OOIL, paragraph 14; 
M.8330 – Maersk Line/HSDG, paragraph 15; M.8120 – Hapag -Lloyd/United Arab Shipping 
Company, paragraph 19; M.7908 – CMA CGM/NOL, paragraph 15.  
53  M.7908 – CMA CGM/NOL, paragraph 11; M.7268 –  CSAV/HGV/Küh ne Maritime/Hapag -Lloyd 
AG, paragraph 23; M.5450 – Kühne/HGV/TUI/Hapag -Lloyd, paragraph 14  
54  Form CO, paragraph 169.  
 
 
13 (b) Geographic markets: le gs of trade whose distinct ends have been set out 
above.  
5.2.2. Short -sea container liner shipping services  
5.2.2.1. Product market  
(60) Short -sea container liner shipping involves the provision of regular, scheduled 
intra-continental (usually costal trade) services for the ca rriage of cargo by 
container liner shipping companies.  
(61) In its prior decisional practice related to short -sea shipping services, the 
Commission concluded, as regards the type of cargo transported, that short -sea 
container shipping services should be distin guished from non-containerised 
shipping, such as bulk shipping.55 Furthermore, the Commission has considered but 
ultimately left open whether the transport of wheeled cargo56 and short -sea 
container shipping services should be considered as belonging to the same product 
market.57  
(62) The Commission also left open whether there should be a sub-segmentation 
between refrigerated (re efer) and non-refrigerated container shipping services.58  
5.2.2.2. Geographic market  
(63) In its prior decisional practice, the Commission considered that the relevant geographic market for short -sea container liner shipping services should be defined 
on the basis of (i) either single trades or corridors, defined by the range of ports 
which are served at both ends of the service;
59 or (ii) single legs of trade.60  
5.2.2.2.1. Parties’ views  
(64) The Parties agree with the Commission decisional practice and have provided the 
Commission with the information necessary to assess the effects of the Transaction under any plausible alternative product and geographic market defini tion. 
Specifically, the Parties have provided market share information for each country pair (and each direction of trade) where HL is active with Germany as one end of 
trade , such as the Finland-Germany and Germany-Finland or the Poland-Germany 
and Germany-Poland country pairs. They have also provided market share 
information for other country pairs in Northern Europe that HL serves such as the 
Poland-Belgium , Finland -Belgium  and Belgium -Russia country pairs  (in each 
direction of trade).
61 They have also provided market share information based on 
several intra -European trade routes, such as Northern Europe -  North East 
Mediterranean, Northern Europe - South East Mediterranean, Northern Europe –  
West Mediterranean, Intra Eastern Mediterranean, Intra - Mediterranean, Intra 
                                                 
55  M.8330 – Maersk Line/HSDG, paragraph 19 ; M.7523 – CMA CGM/OPDR, paragraph 49.  
56  The transport of wheeled cargo (lorries, cars, etc.) on ships corresponds to roll on -roll off (“Ro -Ro”) 
shipping.  
57  M.8330 – Maersk Line/HSDG, paragraph 19 ; M.7523 – CMA CGM/OPDR, paragraph 50.  
58  M.8330 – Maersk Line/HSDG, paragraph 19 ; M.7523 – CMA CGM/OPDR, paragraph 48  
59  M.8330 – Maersk Line/HSDG, pa ragraph 20 ; M.7523 – CMA CGM/OPDR, paragraph 59.  
60  M.8330 – Maersk Line/HSDG, paragraph 20 ; M.7523 – CMA CGM/OPDR, paragraph 60.  
61  See Form CO, Annex 10.  
 
 
14 Northern Europe62 as well as for the N orthern Europe -Mediterranean/Black Sea 
(NE-MED/BS) and the Mediterranean/Black Sea -Northern Europe (MED/BS -NE) 
legs of trade  where HL is active .63   
5.2.2.2.2. Commission assessment  
(65) Given that the Transaction would not  raise serious doubts as to its compatibility 
with the internal market even under the narrowest plausible product and geographic 
market definition, the Commission will leave open the exact product and 
geographic market definition, including the question whether this market should be 
defined on the basis of single trades /corridors or single legs of trade.  
5.2.2.3. Conclusion on the relevant product and geographic market  
(66) The Commission will assess the effects of the Transaction on the following 
markets:  
(a) Product markets: (i) the market for short -sea container liner shipping 
services, as well as (ii) the plausible narrower market for short -sea reefer 
container liner shipping services;   
(b) Geographic markets: the narrowest plausible geographic market, that is to say single  legs of trade  (including country pairs ), which have been set out above . 
5.2.3. Storage, leasing, repair and maintenance of containers  
(67) If one should consider a potential market for the storage, leasing, repair and maintenance of containers, where E urogate  and HL have minor activities through 
their respective subsidiaries REMAIN GmbH Container-Depot and Repair (“REMAIN” ) and CMR Container Maintenance Repair Hamburg GmbH (“ CMR ”), 
this would, however, not be an affected market, since the combined market share of 
HL a nd EUROGATE is below 10% on a national level in Germany.
64 
5.2.4. Inland transportation  
(68) Inland transportation refers to the physical movement of goods by using own 
(owned or leased) equipment .Container liner shipping companies offering door-to -
door services coul d also arrange inland transportation for their customers. To that 
extent, inland transportation services are an input to container liner shipping services.  In its previous decisional practice, the Commission left open whether rail, 
road and water inland transport constitute separate product markets.
65 The 
geographic scope of the market for inland transportation was considered as either national or wider.
66  
                                                 
62  The Parties have confirmed that HL’s market share on these intra-  European trade routes are 
below 10% (in each leg of trade).  
63  On the NE -MED/BS and MED/BS -NE legs of trade, HL is active through the EMX Vessel Sharing 
Agreement (VSA) together with Sealand and COSCO Shipping; see below under section 6.2.3.  
64  See also below, p aragraph  137.  
65  See, among others, M.8330 – Maersk Line/HSDG, paragraph 34.   
66  See, among others, M.8330 – Maersk Line/HSDG, paragraph 35 -36; M.8120 – Hapag -Lloyd/United 
Arab Shipping Company, paragraph 29; M.7268 – CSAV/HGV/Kühne Maritime/Hapag  – Lloyd AG, 
paragraph 43; M.5450 – Kühne/HGV/TUI/Hapag -Lloyd, paragraph 17.  
 
 
15 (69) The precise definition of the product and geographic market for inland 
transportation can be left open as the Transaction would not raise serious doubts as 
to its compatibility with the internal market under any plausible alternative market 
definition.  
(70) Since the Target is not active on the market for inland transportation, no horizontal 
or vertical l inks a rise by the Transaction. The relevant services are provided 
amongst others by EUROGATE’s subsidiary EGIM and by Kuehne, one of HL’s 
Anchor S hareholders , with a combined market share below 20%.   
(71) Consequently, this market will only be discussed under section 6.5 of this decision 
in the context of possible spill over effects under Article 2(4) of the Merger 
Regulation.   
6. COMPETITIVE ASSESSMENT  
(72) The Transaction leads to a horizontal overlap in the market for the provision of 
container terminal services67 and to a vertical link between the provision of 
container terminal services (upstream), where both HL and Eurogate/CTW68 are 
active, and container liner shipping services (downstream) where only HL is active. 
6.1. Horizontal overlaps (non-coordinated effects)  
6.1.1. Counterfactual for the competitive assessment and rationale for the Transaction  
(73) The relevant counterfactual (i.e. the most likely scenario in case the Transaction 
were not to take place) is the Target’s continued owne rship by Maersk. Maersk 
currently holds stakes in a number of other container terminals in Northern Europe, 
including in Rotterdam and Bremerhaven. Furthermore, Maersk is the second 
largest container liner shipping company in the world (after MSC). Therefore, the 
Transaction is unlikely to deteriorate the market structure considerably, both from a horizontal and vertical perspective.  
(74) Moreover, the rationale for Hapag -Lloyd to acquire the Wilhelmshaven terminal is 
mainly to increase competitiveness and util ization of CTW, which is currently 
substantially underutilized.  
                                                 
67  There is no horizontal overlap between HL and RTW, since HL does not control any rail terminal in 
Northern Europe.  
68  A potential vertical link would arise between the activities of HL and RTW, as the servi ces provided 
by RTW to CTW (loading and unloading of container boxes from and to trains in the CTW container terminal) are ancillary and directly related to the terminal services provided by CTW to HL. As RTW’s activities form part of the container terminal services provided by CTW (and are charged by CTW to its end customers, see above paragraph (8) , this theoretical link is assessed as part of the 
vertical link between the provision by CTW of container terminal  services and container liner 
shipping services. Indeed, as already explained above (see under section 2), RTW currently provides its rail terminal services to CTW and does not provide such services directly to carriers, such as HL or competitors of HL. In stead, the services of RTW are being offered by CTW to its customers as part 
of a bundled offering. In addition, RTW is the only rail terminal operator in Wilhelmshaven as it holds the relevant concession until 2034 and does not compete with other rail ter minals at other ports 
in the Hamburg- Le Havre range. See Form CO, paragraphs 278 -279. 
 
 
16 (75) These factors should be taken into account as additional background to the 
competitive assessment set out in sections 6.2.2 and 6.2.3 below.  
6.1.2. Container terminal services - Horizontal overlap  
(76) The Parties’ activities overlap horizontally in the provision of container terminal 
services, where all of them -HL, Eurogate and CTW - are active. Importantly, 
however, those activities will not be merged into one company. Rather, Eurogate and HL will acqui re joint control over CTW. In addition, Eurogate and HL will 
retain independent container terminal activities: Eurogate has participations in 
container terminals in Hamburg,
69 Bremerhaven70 and Wilhelmshaven.71 HL, 
besides the planned acquisition of CTW, holds a 25.1% stake in CTA in Hamburg, 
which is operated by HHLA.72  
(77) For horizontal non-coordinated effects, the assessment will be limited to the 
activities that are brought under common control through the Transaction, namely 
the addition of the CTW activitie s to the existing HL activities through CTA. By 
contrast, the independent activities of Eurogate will not be brought under common 
control with HL’s pre -existing activities and will therefore be taken into account 
only in the assessment pursuant to Article 2(4) of the Merger Regulation in terms 
of spill -over effects in section 6.5 below.  
(78) The Parties’ individual and combined market shares for 2020 regarding  each 
terminal’s  throughput, that is to say the quantity of cargo that passes through the 
terminal  from arrival at the terminal to loading onto a vessel or from the discharge 
from a vessel to the exit (clearance) from the terminal  complex  are shown in the 
table below . Differentiation is made between total throughput and non-internal 
(non-captive) throughput. The Commission notes that the respective market shares 
for 2019 and 2018 do not differ substantially from the ones indicated below.  
  Hinterland traffic  Transhipment traffic  Total  (both hinterland and 
transhipme nt  combined)  
Range  Te rmina l  Throughput  Non-captive 
throughput  Throughput  Non-captive 
throughput  Throughput  Non-captive 
throughput  
Ha mb ur g -
Le Havre 
 CTW  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
HL/CTA  [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% 
Combined  [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% [5-10]% 
Eurogate 
(incl. CTW)  [10-20]% [10-20]% [20-30]% [20-30]% [10-20]% [10-20]% 
HHLA (incl. CTA)   [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% 
Others  [70-80]% [70-80]% [40-50]% [60-70]% [60-70]% [70-80]% 
                                                 
69  Container Terminal Hamburg (CTA), 100%.  
70  Northsea Container Terminal Bremerhaven (NTB, 50%), MSC Gate (50%) and Container Terminal Bremerhaven (CTB, 100%).  
71  CTW, 7 0%. 
72  As a result of veto rights on strategic commercial decisions, HL has joint control over CTA within the meaning of the Merger Regulation , see M.2422 – Hapag -Lloyd / HHLA / HHLA- CTA, paragraph 5.  
 
 
17   Hinterland traffic  Transhipment traffic  Total  (both hinterland and 
transhipme nt  combined)  
Range  Te rmina l  Throughput  Non-captive 
throughput  Throughput  Non-captive 
throughput  Throughput  Non-captive 
throughput  
Ha mb ur g -
Antwerp  
 CTW  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
HL/CTA  [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% [5-10]% 
Combined  [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% [5-10]% 
Eurogate  
(incl. 
CTW)  [10-20]% [10-20]% [30-40]% [20-30]% [10-20]% [10-20]% 
HHLA (incl. CTA)  [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% 
Others  [70-80]% [70-80]% [50-60]% [60-70]% [50-60]% [60-70]% 
German ports  
 CTW  [0-5]% [0-5]% [5-10]% [5-10]% [0-5]% [0-5]% 
HL/CTA  [20-30]% [10-20]% [10-20]% [5-10]% [10-20]% [10-20]% 
Combined  [20-30]% [10-20]% [20-30]% [10-20]% [20-30]% [10-20]% 
Eurogate (incl. CTW)  [40-50]% [30-40]% [60-70]% [60-70]% [50-60]% [40-50]% 
HHLA (incl. CTA)  [50-60]% [60-70]% [30-40]% [30-40]% [40-50]% [50-60]% 
Others73 [10-20]% [5-10]% [70-80]% [50-60]% [30-40]% [10-20]% 
 
(79) The Transaction is unlikely to give rise to horizontal non-coordinated effects for 
the following reasons.  
(80) First,  the combined market share of HL /CTA  and CTW is moderate under the 
plausible market definitions.  
(81) Seco nd, a number of alternatives are available. While some terminals are dedicated 
to specific shipping companies (such as APMT MV II in Rotterdam),74 dedicated 
terminals remain the exception and most are ‘common user’ terminals which means 
that they are open t o all shipping companies. When considering the Hamburg -Le 
Havre and Hamburg -Antwerp ranges, these alternatives include in particular the 
various terminals at the ports of Rotterdam and Antwerp. For instance, they would 
include the terminals operated by Hut chison Ports in Rotterdam (ECT Delta, Delta 
II and Euromax with an estimated market share of around [10-20]%) and PSA in 
Antwerp (MPET, Noordzee Terminal, Europa Terminal with an estimated market 
share of around [10-20]%). In addition, DP World provides te rminal services 
through Antwerp Gateway and Rotterdam World Gateway. In terms of market share, the container terminals operating in Rotterdam represent around 33% and 
those of Antwerp around 27.7% in terms of throughput. When considering German 
ports only, those alternatives include the HHLA terminals in Hamburg and the 
                                                 
73  Participations from other terminal operators (notabl y Maersk and MSC) in German container 
terminals.  
74  100 % owned by APMT, a unit of Maersk and therefore dedicated to Maersk.  
 
 
18 independently-run Eurogate terminals at Bremerhaven. According to the Parties, 
the competitors’ terminals/ports have available capacity and present in general the 
same characteristics as CTW  which is currently underutilised and has available 
capacity , as also  confirmed by the market investigation.75 Some customers also 
consider Adriatic ports as substitutes to CTW as they can target the same hinterland.
76   
(82) Third,  the market share increment brought about by the Transaction is low and in 
most cases [0-5]%, reaching [5-10]% only in a narrowly-defined market for hinterland shipment from German ports only. CTW has limited capacity and the 
smallest throughput among the German terminals.  
(83) Fourth,  […];  it has […] with a low capacity utilization. Maersk, who has been a 
shareholder since its creation, has decided to divest its stake in CTW, indicating 
that CTW may not be of strategic importance .  
(84) Fifth,  HL intends to invest in CTW to increase its capacity. In the internal 
documents, HL indicates that they will , for instance, invest  […]. In addition, 
CTW’s current handling capacity is around 1.7 million TEUs and can be extended 
to around [2-3] million TEUs.
77 Such capacity expansion will benefit both HL and 
the wider market and will lead to additional volumes being available to customers of terminal services in Germany. 
(85) Sixth,  switching costs are in general low. During the Commission’s  market 
investigation, competitors explained that most container liner shipping companies 
have contracts with various terminals and can switch volumes easily from one 
terminal to another.
78 For instance, HL itself, which already has a shareholding in 
CTA in Hamburg, also called at other terminals in the Hamburg -Le Havre range, 
such as PSA in Antwerp and Hutchison Ports in Rotterdam. 
(86) Seventh, the Transaction involves the replacement of the shipping company 
Maersk, also active in terminal services while holding the CTW stake. Specifically, 
Maersk is active in Northern Europe through a 100% share in Rotterdam APMT 
MV II and a 50% share in North Sea Container Terminal Bremerhaven. In 
comparison, HL only has a 25.1% share in CTA and does not have any other 
shareholdings in terminals in Northern Europe. The Transaction therefore does not 
lead to a significant increase in concentration compared to the counterfactual 
situation.  
(87) Based on the above considerations and all evidence available to it, the Commission 
concludes that the Transaction does not raise serious doubts as to its compatibilit y 
with the internal market due to the horizontal overlaps between HL and CTW in 
the provision of terminal services.  
                                                 
75  See, for instance, replies to q.18 of Q2 to Container Terminal Operators and Port Authorities.  
76  See, for instance, reply of a competitor to q.  16.1 of Q1 to Container Liner Shipping Companies; see 
also Non -Confidential minutes of a call of 17 February 2022 with a market participant.  
77  Form CO, paragraph 228 iii).  
78  See, for instance, replies to q. 16 and q. 26 of Q2 to Contai ner Terminal Operators and Port 
Authorities.  
 
 
19 6.2. Vertical link (non-coordinated effects)  
(88) The Transaction gives rise to a vertical link between the provision of container 
terminal services  upstream  and container liner shipping services by HL downstream. 
HL is already vertically integrated pre -Transaction as it controls CTA in Hamburg.  
6.2.1. Legal framework  
(89) According to the Non-Horizontal Merger Guidelines,79 foreclosure occurs when 
actual or poten tial rivals' access to markets is hampered, thereby reducing those 
companies' ability and/or incentive to compete.80 Such foreclosure can take two 
forms: (i) input foreclosure, when access of downstream rivals to supplies is 
hampered;81 and (ii) customer foreclosure, when access of upstream rivals to a 
sufficient customer base is hampered.82 
(90) For input or customer foreclosure to be a concern three conditions need to be met 
post-Transaction: (i) the merged entity needs to have the ability to foreclose its 
rivals ; (ii) the merged entity needs to have the incentive to foreclose its rivals; and 
(iii) the foreclosure strategy needs to have a significant detrimental effect on competition.
83 In practice, these factors are often examined together since they are 
closely intertwined. 
6.2.2. Approach to alliances/consortia  
(91) In its prior decisions relating to container liner shipping services, the Commission 
considered that shipping companies that are members of alliances/consortia84 (the 
latter are also called vessel sharing agreemen ts, “VSAs”) jointly agree on the 
capacity that will be offered by the service, on its schedule and ports of call. 
Generally, each party provides a number of vessels for operating the joint service 
and in exchange receives a number of container slots across  all vessels deployed in 
the joint service based on the total vessel capacity that it contributes. The allocation 
of container slots is usually predetermined and shipping companies are not 
compensated if the slots attributed to them are not used. The costs  for the operation 
of the service are generally borne by the vessel providers individually so that there is 
limited to no sharing of operating costs for individual vessels between the 
participants in a VSA.85 
(92) In previous cases, the Commission considered tha t it is not appropriate to assess the 
effects of the concentration only on the basis of the Parties' individual market shares. 
Such an approach would not adequately take into account the fact that a member of 
an alliance/consortium/VSA can have a significa nt influence on operational 
                                                 
79  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.7.  
80  Non-Horizontal Merger Guidelines, par agraphs 20 -29.  
81  Non-Horizontal Merger Guidelines, paragraph 31.  
82  Non-Horizontal Merger Guidelines, paragraph 58.  
83  Non-Horizontal Merger Guidelines, paragraphs 32 and 59.  
84  See for instance, Cases M.9221  – CMA CGM/CEVA, paragraphs 60 -61; M.8594 – COSCO 
SHIPPING/OOIL, paragraphs 28 -29. Consortia are operational agreements between shipping 
companies established on individual trades for the provision of a joint service. Alliances are matrices 
of vessel sharing agreements that cover multiple trades rather than one trade, as opposed to consortia. 
85  See for instance, Cases  M.9221 – CMA CGM/CEVA, paragraphs 60 -61; M.8594 – COSCO 
SHIPPING/OOIL, paragraphs 28 -29.   
 
 
20 decisions determining service characteristics. This influence can have a dampening 
effect on competition on the trade/s served by the alliance/consortium/VSA in 
question. Hence, the competitive assessment should also be based on the aggregate 
shares of the Parties' alliances/consortia/VSAs.86  
(93) In the absence of indications that the Commission should depart from its past 
decisional practice , the Commission will assess the effects of the Transaction on the 
above -mentioned trades and legs of trade by taking into account the aggregate 
market shares of HL and of its partners in the respective alliances/consortia/VSAs.  
HL is part of The Alliance (THEA), which also includes the following container 
shipping lines: Yang Ming Lines (YML), Oc ean Network Express (ONE) and 
Hyundai Merchant Marine (HMM).  
6.2.3. Overview of the vertically affected markets  
(94) Related markets in which CTW holds a market share of at least 30% in the upstream 
markets and/or HL holds a market share of at least 30% in the downstream markets 
are considered to be vertically affected by the Transaction.  
(95) As regards the downstream  markets for deep -sea container liner shipping 
services , HL’ s market share on all legs of trade to and from Northern Europe (NE) is 
below 30% in 2020 on a st andalone basis , except for the reefer trade leg NE -
Caribbean & Central America where its market share is [30-40]%. When the 
aggregate market share of the members of THEA are included, the market share 
slightly exceeds 30% and affected markets arise in four legs of trade in 2020: NE -
Far East ( [30-40]%); NE -Middle East ( [30-40]%), NE -North America ([30-40]%) 
and North America -NE ( [30-40]%). Consequently, HL’s market share in deep-sea 
container liner shipping remains below 40% (also for 2019 and 2018).87  
(96) Regar ding the downstream market for short -sea container shipping  services , 
HL’s market share is almost consistently below 15% on the various trade  legs,88 with 
limited exceptions, such as the Poland-Belgium trade  leg, where its market share has 
fluctuated from year to year and exceeded 30% in 2020 reaching [30-40]% (while it 
was below [5-10]% in 2019 and 2018). HL is , together with Sealand (that belongs to 
the Maersk group) and COSCO Shipping , party to the EMX VSA, which covers the 
Northern Europe -Mediterranean/B lack Sea  (NE-MED/BS) short sea trade legs. The 
2020 combined market share of all three parties to the VSA slightly exceeded 30%, 
reaching [30-40]% for the NE -MED/BS leg of trade and [30-40]% for the MED/BS -
NE leg of trade.89  
(97) With respect to the upstream markets for container terminal services , the Parties’ 
market shares are included above in Table 1 (under paragraph 78).     
                                                 
86  See, for instance, Cases M.9221 – CMA CGM/CEVA, paragraph 62; M.8594 – COSCO 
SHIPPING/OOI L, paragraphs 32- 33; M.8330 – Maersk Line/HSDG, paragraph 60  ; M.7523 – CMA 
CGM/OPDR, paragraph 33.  
87  Form CO, Annex 10.  
88  See also above under section 5.2.2.2.1. The Parties have confirmed (reply to RFI 3) that HL’s market 
share on the below short -sea trades is below 10% (for each leg of trade): Northern Europe -North East 
Mediterranean, Northern Europe -South East Mediterranean, Northern Europe -West Mediterranean, 
Intra Eastern Mediterranean, Intra Mediterranean, Intra Northern Europe.     
89  See reply t o q. 4 of RFI 2.  
 
 
21 6.2.4. Assessment of the vertically affected markets  
(98) The Commission will assess in this Section whether the Transaction could lead to 
(i) input foreclosure, pursuant to which the Parties would foreclose HL’s competitors 
by restricting access to or deteriorating the access to the container terminal services 
that the Parties  provide to HL’s competitors, or (ii) customer foreclosure, pursuant to 
which HL would foreclose CTW’s c ompetitors by sourcing its container terminal 
services r equirements mostly or exclusively from the Parties or deteriorating the 
purchase conditions HL  offers  to competing container terminal services providers.  
6.3. Input foreclo sure  
6.3.1. The Parties’ views   
(99) With respect to the risk that the Parties restrict  or deteriorate access of HL’s 
competitors to their  container terminal services, the Parties submit that CTW  will 
have neither the ability nor the incentive to engage in an input  foreclosure strategy.90  
6.3.2. The Commission’s assessment  
6.3.2.1. Ability to foreclose  
(100) For input foreclosure to be a concern, the vertically integrated firm resulting from 
the merger must have a significant degree of power in the upstream market and thus, possibly, on prices and supply conditions in the downstream market.
91 
(101) The Commission notes that  the Parties are unlikely to have the ability to foreclose 
input , for the following reasons:  
(102) First,  the market shares in the upstream container terminal services market rema in 
moderate under any alternative product and geographic market definition. W hen 
CTA and CTW are taken together, the combined market share remained well below 
20% for the Hamburg -Le Havre and Hamburg -Antwerp range in 2020 under any 
alternative delineation of the product market.92 In each case, the increment brought 
about by CTW to HL’s pre -existing vertical integration is in most instances [0-5]% 
points . The combined market share remains below 25% also at the level of the 
German ports when considering either capacity or throughput market shares (total 
and non-captive) both for hinterland and transhipment traffic , with an increment of at 
most [5-10]% points .93 Eurogate’s market shares in terminal services that will 
continue to be operated independently from CTW  and HL are not taken into account 
in this assessment. This is because Eurogate would not have incentives to engage in 
input foreclosure strategies as it is not active in shipping and would therefore not 
profit from such strategies. Eurogate’s market share s will be assessed under the 
Art. 2(4) assessment in section 6.5 below.  
                                                 
90  Form CO, paragraph 336.  
91  Non-Horizontal Merger Guidelines, paragraph 35.  
92  According to the Parties the market share slightly exceeds 20% and remains below [20- 30]% if non-
captive capacity is considered (Annex 9 and Annex 9A Form CO) . 
93  If HHLA volumes are added, the market share remains in general below 40% reaching around 
[50-60]% at the level of the German ports when non- captive capacity volumes were considered. 
However, as already analysed under section 4 above, the Commission is  of the view that the HHLA 
volumes should not be included in the calculation of the market share post -Transaction.   
 
 
22 (103) Second,  there are various alternative providers of container terminal services that 
other shipping companies could use, as set out above, under section 6.1.2.  
(104) Third,  CTW has been […] and underutilised in the past  years  which was also 
acknowledged by the majority of market participants responding to the market 
investigation.94 CTW needs to increase its throughput […].95  This view is also 
shared by, for instance, other shipping lines which indicated during the market 
investigation that ‘the investment in a terminal will cause huge sunk costs so a terminal needs volume to build economies of scale’.
96  
(105) Fourth,  CTW is obliged by law to operate the terminal as a public port and provide 
access to everyone. In addition, t he terminal operation agreement between CTW and 
the grantor JadeWeserPort Realisierungs GmbH & Co. KG (“ JWPR ”) […].97 In 
addition, as CTW was underutilised and needs to increase throughput, it is unlikely 
that it could decide to discriminate on prices or deteriorate the quality of services 
provided to the remaining […]  of its customers, because this would lead to 
additional loss of customers and revenue.  
(106) Fifth, the majority of respondents to the market investigation expressing a view did 
not consider that the Parties would have the ability to restrict access to CTW post -
Transaction.98  
6.3.2.2. Incentive to foreclose  
(107) The incentive to foreclose depends on the degree to which foreclosure would be 
profitable. The vertically integrated firm will take into account how its supplies of 
inputs to competitors downstream will affect not only the profits of its upstream 
activities, but also of its downstream activities. Essentially, the merged entity faces a 
trade -off between the profit lost in the upstream market due to a reduction of input 
sales to (actual or potential) rivals and the profit gain, in the short or longer term, 
from expanding sales downstream or, as the case may be, being able to raise prices 
to consumers.99 
(108) Even if the Parties were to be considered to have the ability to engage into input 
foreclosure, they would likely not have the incentive to do so because such a  
foreclos ure strategy would be unlikely to be profitable for the reasons set out below. 
(109) First,  there do not seem to have been any access issues in the past, when Maersk, 
which is substantially larger than HL in the downstream container liner shipping 
services market ( with Maersk being the second largest container shipping company 
globa lly and HL being the fifth largest ), was a co -controlling shareholder in CTW.100 
                                                 
94  See replies to q. 22 of Q1 to Container Liner Shipping Companies; q. 18 of Q2 to Container Terminal 
Operators and Port Authorities as we ll as q. 6 of Q3 to Customers. 
95  Form CO, paragraph 269 iv). 
96  See reply of a container liner shipping company to q. 30.1 of Q1 to Container Liner Shipping Co mpa nies.  
97  Form CO, paragraph 245.  
98  See replies to q. 30 of Q1 to Container Liner Shipping Co mpanies; q. 35 of Q2 to Container Terminal 
Operators and Port Authorities.  
99  Non-Horizontal Merger Guidelines, paragraph 40.  
100  See replies to question 31.3 of Q1 to Container Liner Shipping Companies.  
 
 
23 Similarly, none of the respondents to the market investigation raised any concerns 
regarding HL’s past strategies with respect to its existing shareholding in CTA.101  
(110) Second, according to HL’s internal planning, HL will use only […]% of the CTW 
throughput in the years up to 2035.102 That would leave [more than 50%] of the 
CTW throughput available to other shipping companies. Moreover, the Commission 
understands  that HL intends to ma ke investments in CTW, e.g. [details on the HL 
investment plan]103, which is expected to  increase CTW’s efficiency and available 
capacity.  
(111) Third,  the Commission found in the past that profit margins for container terminal 
services are in general higher than for shipping services.104 While during the 
pandemic profit margins for container liner shipping companies have increased 
considerably, under ‘normal market conditions’, HL would be unlikely to have an 
incentive to engage into an input foreclosure strategy and restrict other shipping 
companies’ access to CTW as this would lead to reduced profits in the terminal 
services market.105  
(112) Fourth,  the Commission notes that Eurogate , which is only active in container 
terminal services (and not in container liner shipping ) will continue to be present in 
CTW with a 70% shareholding. Even if HL wanted to engage in input foreclosure, Eurogate would only participate in the losses from such an input foreclosure strategy 
in CTW and it would consequently be unlikely to agree to i t. This was also 
highlighted during the market investigation by several market participants who noted, for instance, that CTW will not be a HL ‘dedicated’ terminal, as HL will only 
have a 30% shareholding and that they expect Eurogate to focus on maintaini ng 
strong commercial relations with all shipping companies, delivering the same level 
of quality and competitive pricing to ensure they retain other shipping lines as their 
customers .
106 Highlighting the continued shareholding by Eurogate, another market 
participant also noted that, in the interest of the terminal operator, it is convinced that there will be an arms’ length treatment to ensure that the terminal stays competitive 
and profitable. This view is shared by other shipping lines which indicated, for 
instance, that ‘HL would most likely encourage CTW to strengthen its 
competitiveness so that HL’s investment proves to be worthy…’.
107 
6.3.2.3. Overall effect of input foreclosure  
(113) In general, a merger will raise competition concerns because of input foreclosure when it would lead to increased prices in the downstream market thereby 
significantly impeding effective competition.
108 
                                                 
101  See replies to questions 30.3 and 31 of Q1 to Con tainer Liner Shipping Companies and to question 36 
of Q2 to Container Terminal Operators and Port Authorities. 
102  HL expects to increase its percentage of the throughput of CTW from 0% in 2022 to […] % in the 
period 2026- 2035, Form CO, paragraph 4 c). 
103  See, for instance, Annex 8.2 p. 6 and Annex RFI 2- 4 p.16.  
104  See, e.g., M.9093 -  DP W orld Investments /Unifeeder , para graph 64.  
105  See replies to q. of Q1 to Container Liner Shipping Companies and q. of Q2 to Container Terminal 
Operators and Port Authorities. 
106  See reply to q. 18.2 and 35.1 of Q2 to Container Terminal Operators and Port Authorities. 
107  See reply to q. 31.1 of Q1 to Container Liner Shipping Companies.  
108  Non-Horizontal Merger Guidelines, paragraph 47.  
 
 
24 (114) If there remain sufficient credible downstream competitors whose costs are not 
likely to be raised, for example because they are themselves ve rtically integrated or 
they are capable of switching to adequate alternative inputs, competition from 
those firms may constitute a sufficient constraint on the merged entity and 
therefore prevent output prices from rising above pre -merger levels.109  
(115) As rega rds the impact of a potential input foreclosure strategy, the Commission 
notes that almost all major shipping liners hold shares in ports within the Hamburg -
Le Havre range, including the German ports . For instance, both MSC and Maersk 
hold stakes in terminals in Bremerhaven and COSCO has plans to acquire a stake 
in CTT, one of the Hamburg terminal s. They also hold stakes in other terminals 
within the Hamburg -Le Havre range , such as Rotterdam or, in the case of CMA 
CGM, in French ports.  
(116) This was also noted by a market participant who also highlighted that such 
investments by shipping companies are not unusual in the market and that, even if 
HL would have some of the CTW capacity reserved, there would still be enough 
capacity for other shipping lines.110  
(117) The p resence of strong competing liner shipping companies as shareholders in 
other terminals within the Hamburg -Le Havre range would reduce the possibility 
and overall impact of any potential input foreclosure strategy. 
6.3.3. Conclusion  
(118) Based on the above considerati ons 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 due to input foreclosure concerns . 
6.3.3.1.  
6.4. Customer foreclosure  
6.4.1. The Parties’ views   
(119) The Parties su bmit that HL will not have the ability or the incentive to engage into 
any customer foreclosure strategy by sourcing most or all of its needs in container terminal services from CTW or by degrading access conditions for other container terminal services providers . This is in particular in view of HL’s small size in 
container liner shipping downstream , which precludes any possibility of customer 
foreclosure and will not affect competing container terminal services providers upstream.
111 
                                                 
109  Non-Horizontal Merger Guidelines, parag raph 50.  
110  See reply to q. 30.1 of Q2 to Container Terminal Operators and Port Authorities. 
111  See, for instance, Form CO, paragraphs 255 et seq. and paragraph 270.  
 
 
25 6.4.2. The Commission’s assessment  
6.4.2.1. Ability to foreclose   
(120) For customer foreclosure to be a concern, it must be the case that the vertical 
merger involves a company which is an important customer with a significant 
degree of market power in the downstream market. If, on the contrary, th ere is a 
sufficiently large customer base, at present or in the future, that is likely to turn to 
independent suppliers, the Commission is unlikely to raise competition concerns on that ground.
112  
(121) The Commission considers that HL is unlikely to have the abi lity to foreclose 
access to a sufficient customer base  for the reasons set out below:   
(122) First,  HL’s market share for deep -sea container liner shipping services remains 
moderate at below 40%, regarding all relevant markets , even when the volumes of 
the THEA alliance  partners  are included.113 HL is the fifth largest carrier by 
operating capacity and represents around 8.5% of the total operating capacity of the top 10 container lines  worldwide . There are several other container shipping 
companies active in the sa me Northern European trades, including MSC, CMA 
CGM, COSCO, Maersk (the second largest container shipping line by operating capacity), which would still require terminal services post -Transaction.  
(123) On short -sea container services, HL’s market share is almo st consistently below 
15% on the various legs of trade (e.g. [10-20]% on the Finland-German y leg of 
trade in 2020) and in 2020 it only exceeded 30% on a standalone basis on the 
Poland-Belgium leg of trade, where it remained below [30-40]%. The 2020 
combine d market share of all three parties to the EMX VSA (HL, Sealand and 
COSCO) slightly exceeded 30%, reaching [30-40]% for the NE -MED/BS leg of 
trade and [30-40]% for the MED/BS -NE leg of trade .
114 Regarding the Poland-
Belgium trade, the Commission notes that H L’s market share was below [5-10]% 
in 2019 and 2018.  As these market shares are not constant but fluctuate 
considerably from year to year, they do not appear to be indicative of market 
power. Further, the market size is likely understated, as only some sh ipping lines 
provide market data to market intelligence services. Apart from HL, an overall 
minor player in short -sea shipping in Northern Europe, both major container 
shipping companies such as CMA CGM, MSC and Maersk and specialized feeder shipping compa nies, such as Unifeeder and X -Press Feeders, are active in Northern 
Europe. Finally, the HL ships sailing on the Poland-Belgium trade leg do not call at 
ports in Germany. On the market shares when the EMX V SA members are 
included for the NE -MED/BS and MED/ BS-NE legs of trade, the Commission 
notes that other competitors are active in both of these legs of trade, such as MSC 
with an estimated market share of around 40% and CMA CGM with a market share 
of around 10% in each leg of trade . HL’s standalone market share on each leg of 
trade has been consistently below 5% between 2018-2020. In addition, the EMX 
service does not call at Wilhelmshaven and HL […].
115  
                                                 
112  Non-Horizontal Merger Guidelines, paragraph 61.  
113  See above, under paragraph 95.  
114  See paragraph 96 above.  
115  See reply to q. 4 of RFI 2.  
 
 
26 (124) Second,  HL’s share of demand out of the total volume moved to and from the 
Hamburg -Le Havre range termina ls was small, around [10-20]% in 2020.116 The 
results of the market investigation do not contradict this view. Specifically, when 
asked how important a customer HL is compared to other shipping companies, the 
majority of container terminal operators indicate d that it is not more or less 
important than other customers.117 In addition, the majority of the respondents 
expressing a view indicated that HL would not have the ability post -Transaction to 
restrict access to a sufficient customer base. For instance, one of the container terminal services providers indicated that HL is only one of several shipping lines 
requiring terminal services and with the volumes growing in the market, HL would 
be limited in its ability to restrict access  to a sufficient customer base . Another 
container terminal operator indicated that they will still have access to other 
shipping lines as customers. 
118 
(125) Third,  as also noted by a market participant, all THEA members would have to 
agree to the shifting of volumes from other terminals/port s, which may not be in 
line with their own needs and customer preferences.119 Furthermore, shippers could 
also have an influence on the decision where their container should be unloaded, 
meaning that several ports in the Hamburg -Le Havre range might need to be called 
at.120  
6.4.2.2. Incentive to foreclose  
(115) The incentive to foreclose depends on the degree to which it is profitable. The 
merged entity faces a trade -off between the possible costs associated with not 
procuring products from upstream rivals and the poss ible gains from doing so, for 
instance, because it allows the merged entity to raise prices in the upstream or 
downstream markets.121 
(126) The Commission considers that HL is unlikely to have the incentive to foreclose access to a sufficient customer base. In par ticular, t he Commission notes that CTW, 
with a maximum handling capacity of […] million TEUs, is too small to 
accommodate all of HL’s volumes (over […] million TEUs to/from the Hamburg -
Le Havre range in 2020). Therefore, HL would still need to use other te rminals 
post-Transaction. Furthermore, despite its stake in CTA in Hamburg, HL also 
called at other ports/ terminals within the Hamburg -Le Havre range pre -
Transaction, such as, for instance, the port of Rotterdam. In addition, as indicated above, Maersk did not appear to have engaged into any customer foreclosure 
strategy  when it was the co -controlling shareholder of CTW and none of the market 
participants raised any such concerns about their past experience with a vertically 
integrated CTW.  
                                                 
116  Form CO, paragraph 255.  
117  See replies to q.29 of Q2 to Container Terminal Operators and Port Authorities. 
118  See replies to q. 33.1 of Q2 to Container Terminal Operators. 
119  See reply of one market  participant to q. 19.1 of Q2 to Container Terminal Operators and P ort 
Authorities.  
120  See, for instance, replies to q. 3 and q.3.1 of Q3 to Customers. See also Non -Confidential minutes of 
a call of 17 February 2022 with a market participant.    
121  Non-Horizontal Merger Guidelines, paragraph 68.  
 
 
27 6.4.2.3. Overall effect of customer foreclosure  
(127) The Commission considers that, post -Transaction, the implementation of a 
customer foreclosure strategy by HL would have likely no overall negative impact 
on effective competition within the EEA and/or any of the affected legs of tra de for 
the following reasons.    
(128) First , as already set out in section 6.3 on input foreclosure, all major shipping 
companies are vertically integrated with stakes in Northern European 
terminals/ports, fostering stable customer relationships between termina ls and 
container liner shipping companies.  
(129) Second, none of the container terminal services operators responding to the market 
investigation considered that the Transaction would have a negative impact on 
effective competition on the container terminal ser vices market , with the vast 
majority indicating that the Transaction would have no impact at all.  
(130) Third , even when some container terminal operators indicated that they would risk 
losing some of HL volumes in the short to medium term, they still indicated they 
would be able to sell to other customers and replace HL’s volumes and that this may also lead to increased competition among terminals to attract other shipping 
lines.
122 One of them also highlighted that it is not concerned since such moves of 
volumes  happen regularly  in the market.    
Conclusion  
(131) Based on the above considerations and in light of all the evidence available to it, 
the Commission concludes that the Transaction does not raise serious doubts as to its compatibility with the internal market due to customer foreclosure concerns .  
6.4.3. Conclusion on the (non- coordinated) vertical effects   
(132) Based on the above considerations and in light of all the evidence available to it, the 
Commission concludes that the Transaction does not raise serious doubts as  to its 
compatibility with the internal market due to vertical effects.  
6.5. Article 2(4) Assessment (Possible Spill -over Effects)  
(133) According to Article 2(5) of the Merger Regulation the Commission shall assess 
the presence of coordinated effects as set out in Article 2(4) of the Merger 
Regulation by taking into account in particular (i) whether two or more parent 
companies retain, to a significant extent, activities in the same market as the joint 
venture or in a market which is downstream or upstream from that  of the joint 
venture or in a neighbouring market closely related to this market and (ii) whether 
the coordination which is the direct consequence of the creation of the joint venture 
affords the undertakings concerned the possibility of eliminating compet ition in 
respect of a substantial part of the products or services in question.  
                                                 
122  See replies to q. 33.1 of Q2 to Container Terminal Operators and Port Authorities. 
 
 
28 (134) In the case at present, CTW’s parent companies, HL and Eurogate, retain activities 
in the same market as CTW123 and HL retains activities  in downstream markets.124  
6.5.1. The Parties’ vi ew 
(135) The Parties submit that coordinated effects can be excluded as the market for container terminal services is fragmented and there is a multitude of terminal 
operators present in the Hamburg – Antwerp range.
125 In particular, the Transaction 
would not increase concentration in the market, as the number of terminal operators post-Transaction stays the same. Also, according to the Parties, the market only 
features a limited transparency as terminal handling charges are negotiated between 
the carrier and each terminal. Further, the Parties submit that shipping companies 
can easily switch from one terminal to another in Northern Europe.  
6.5.2. The Commission’s assessment  
(136) The Commission concludes that the concentration does not have neither as its object nor as its effect the coordination of the competitive behaviour of HL and 
Eurogate. Even though the concentration establishes a link between the 
independent container terminal operators Eurogate and HL, coordination does not 
seem probable because:  
(137) First , there does not appear to be price transparency in the market for container 
terminal services as no public price lists exist. Prices are rather negotiated 
bilaterally between container terminal operators and their customers. In addition, 
prices depend on multiple factors which very much differ according to the 
individual needs of each customer.
126 
(138) Second, other shareholders of terminals operated by Eurogate (e.g. APMT (a unit 
of Maersk) in NTB127 or TIL (a 100% MSC subsidiary) in MSC Gate128) and of 
HHLA (COSCO in CTT129) may not be supportive of a coordination strategy as 
(i) they do not participate in the profits of CTW and HHLA respectively and (ii) 
they operate container shipping services themselves and would therefore be put at 
the same disadvantage as other customers when com petition between terminals is 
restricted .  
(139) Third , HL might not have the incentive to coordinat e terminal operations as it is -  
to a much larger extent than its activities in container terminal services –  active in 
container shipping services and would in c onsequence have to bear the negative 
consequences of limited competition between terminal operators at the same level 
as its competitors.  
                                                 
123 Eurogate with container terminals in Bremerhaven and Hamburg and HL with CTA in Hamburg.  
124 HL with container liner shipping ser vices.  
125 Such as PSA, Hutchison, HHLA, TIL, DP World, APMT and COSCO.  
126  See e.g. Non -Confidential minutes of a call of 23 February 2022 with a market participant . 
127 North Sea Terminal Bremerhaven (NTB).  
128 MSC Gate terminal in Bremerhaven.  
129 Container Term inal Tollerort (CTT) in Hamburg.  
 
 
29 (140) Fourth , there is an imminent risk of losing customers to competing terminals as 
switching terminals seems to be easy for shipping companies and, according to the 
market investigation, competing terminals seem to still have available capacities.  
(141) Fifth , in the market investigation, no market participant raise d concerns regarding 
possible spill-over effects.130  
(142) Sixth , also regarding the market for inland transportation possible spill -over effects  
are unlikely as Eurogate has only minor activities in inland transportation, while 
HL itself has no activities in this market. The fact that Kuehne, one of the Anchor 
Shareholders of HL, is also active in inland transport does not change this 
assessment in view of Eurogate ’s minor role in these markets and the existence of 
numerous strong competitors , such as for instance DHL, XPO Logistics, UPS and 
Dachser . 
(143) Seventh, t he risk of spil l-over effects can also be considered as being minor with 
regard to a potential market for the leasing, repair and maintenance of containers, where both HL and Eurogate are active through their respective subsidiaries CMR 
and REMAIN. Not only are the activities of the Parties in those two markets minor 
(market shares of less than [0-5]  % for CMR (turnover of EUR […]m in 2021) and 
less than [0-5] % for REMAIN (turnover of EUR […]m) in 2021, assuming a total 
market value of [250-500]m  for the German market  in 2021)
131, but also for both 
HL and EUROGATE this area is a rather ancillary activity that generates limited revenue   compared to the overall activities of HL and Eurogate. 
(144) Eighth , the Commission notes that the Parties intend to enter into a clean team 
agree ment providing guidelines for the exchange of information between CTW and 
the Parties in the context of the operation of CTW and the cooperation in CTW’s company bodies.  
7. C
ONCLUSION  
(145) 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  
                                                 
130  See replies to questions 25 and 26 of Q1 to Container Liner Shipping Companies, to questions 21 
and 22 of Q2 to Container Terminal Operators and Port Authorities and to question 8 of Q3 to 
Cus to mers.  
131  Form CO, paragra phs 284 and 356.