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, 5.2.2021  
C(2021 ) 893 final   
PUBLIC VERSION  
 
Canada Pension Plan Investment Board  
One Queen Street East, Suite 2500  
M5C 2W5  – Toronto, Ontario  
Canada  
 
TPG  Partners VII, L.P.  
301 Commerce Street, Suite 3300  
76102  – Fort Worth, Texas  
United States of America  
 
The Torstein Hagen Interest in Possession 
Settlement  
p/o Conyers Trust Company (Cayman) Limited  
Cricket Square, Hutchins Drive, P O Box 2681  
KY1 -1111  – Grand Cayman  
Cayma n Islands  
Subject : Case M. 10082  – CPPIB / TPG / THE TORSTEIN HAGEN INTEREST 
IN POSSESSION SETTLEMENT / VIKING  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 2 and Article 57 of the Agreement on the European 
Economic Area3 
                                                 
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 “Union” and “common market” by “internal market”. The terminology of the TFEU will 
be used throughout this decision.  
2  For the purposes of  this Decision, although the United Kingdom withdrew from the European Union as of 
1 February 2020, according to Article 92 of the Agreement on the withdrawal of the United Kingdom of 
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information omitted has been replaced by 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 Dear Sir or Madam,  
(1) On 23 December 2020 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Canada Pension Plan Investment Board (“CPPIB”, Canada), TPG Capital (“TPG”, 
United States) and The Torstein Hagen Interest in Possession Settlement (the 
“Trust”, Cayman Islands)  intend to acquire within the meaning of Article 3(1)(b) and 
3(4) of the Merger Regulation joint control of Viking Holdings Ltd (“Viking”, 
Bermuda) currently sole ly controlled by the Trust .4 The concentration is 
accomplished by way of purchase of shares. CPPIB , TPG  and T he Torstein Hagen 
Interest in Possession Settlement  are designated hereinafter as the “Notifying 
Parties .” 
1. THE PARTIES  
(2) CPPIB is  a global investment  management organisation that invests the funds 
transferred to it by the Canada Pension Plan. It principally invests in public and 
private equities, real estate, infrastructure, credit investments and fixed income 
investments.  
(3) TPG is  a private investment f irm that manages a family of funds that invest in a 
variety of companies through acquisitions and corporate restructurings.   
(4) The Trust indirectly controls Viking and does not have any business activities that 
generate revenues other than those of Viking.  
(5) Viking  operates ocean and river cruises throughout the world, including Europe.  
Viking currently operates a fleet of 82 vessels, comprising 76 river vessels and 6 
ocean vessels. In total, Viking provides passage to 455 destinations in 106 countries.  
2. THE OP ERATION  
(6) Viking is currently solely controlled by the Trust, […]. The rest of the share s are 
equally owned by CPPIB and TPG.5 Through a Subscription Agreement signed 
between the Notifying Parties on 5 November 2020, CPPIB and TPG will each 
increase their holding to […] of Viking’s shares.6 
 
 
  
                                                                                                                                                      
Great Britain and Northern Ireland from the European Union and the Europ ean Atomic Energy 
Community (OJ L 29, 31.1.2020, p. 7), the Commission continues to be competent to apply Union law as 
regards the United Kingdom for administrative procedures which were initiated before the end of the 
transition period  
3  OJ L 1, 3.1.1994 , p. 3 (the “EEA Agreement”).  
4  Publication in the Official Journal of the European Union No C 12 , 12.01.2021  p. 4. 
5  Form CO, paragraphs 57 -58. 
6  Form CO, paragraphs 68 -69. 
 
 
3 Joint Control  
(7) Each of the Notifying Parties will have […].7 Consequently, Viking will be jointly 
controlled by the Notifying Parties.8  
Full functionality  
(8) Post-Transaction Vikin g will continue to operate as an autonomous business, 
operating cruises with its own vessels, staff and capital. Viking is not intended to 
merely perform a specific function for its parents nor to have significant sale or 
purchase relationship with them.9 
3. EU DIMENSION  
(9) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million  (the Trust: [EUR … million] ; CPPIB: [EUR … 
million] ; TPG: [EUR … million] )10. Two of the undertakings concerned have each 
an EU-wide turnov er in excess of EUR 250 million  (CPPIB: [EUR … million] ; 
TPG: [EUR … million] ). The undertakings concerned  do not achieve more than two -
thirds of their aggregate EU-wide turnover within one and the same Member State.11 
The notified operation therefore has a n EU dimension.   
4. COMPETITIVE ASSESSMEN T 
(10) Viking  operates oceanic  and river cruises throughout the world. TPG is active in the 
operation of ocean cruises through Dream Cruises Holding Limited (“ Dream 
Cruises ”) which it jointly controls with Genting Hong Kong  Limited .12 Dream 
Cruises operates cruise services across the Asia Pacific region.  
(11) CPPIB jointly controls ABP with Borealis Infrastructure and GICSI.13 ABP, through 
its direct and indirect subsidiaries, owns and operates a number of United Kingdom 
ports and  undertakes United Kingdom port operations and the provision of related 
services. ABP operates several cruise terminals in the United Kingdom , most 
notably in the port of Southampton.  
4.1. Market definition  
4.1.1.  Provision of oceanic cruises  
4.1.1.1.  Relevant product market   
(12) In its previous decisions, the Commission has considered the market for the supply 
of oceanic cruises to be distinct from the market for the supply of coastal ferry or 
                                                 
7  Form CO, paragraphs 77 -78. 
8  See, the Commission’s Consolida ted Jurisdictional Notice, pp.  18-19.  
9  Form CO, paragraphs 62 -67. 
10  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
11  Form CO, annexes CO.4, CO.5 and CO.6.  
12  See Commission decision in Case M.9515 – TPG Asia / Genting Hong Kong  / Dream Cruises.  
13  See Commission decision in Case M.7626 – CPPIB / Borealis / GICSI / ABP.  
 
 
4 riverine cruises, and also separate from the market for the supply of other (land -
based) holidays.14  
(13) The Commission considered that w ithin the overall oceanic cruises market, it is 
possible to distinguish between contemporary, premium, luxury and expedition 
cruises. Contemporary cruise lines comprise the largest portion of the oceanic cruise 
operation industry  and operate the largest cruise ships. This is the more mass -market 
end of the market typically serv ing families and couples of all ages . Premium cruises 
are offered on smaller vessels and target families seeking a more high -end 
experience, middle -aged and senior couples, and senior travellers . Luxury  and 
expedition cruises typically offer longer, more exclusive and luxurious travel 
experiences including off -the-beaten track destinations such as the Arctic and 
Antarctic/South Americ a.15 The majority of respondents to the Commission’s market 
investigation in this case confirmed this approach16 and the Notifying Parties agree 
with it.17 
(14) For the purpose of this decision, it is not necessary to conclude on whether an overall 
market for ocea nic cruises has to be considered or whether the market should be 
segmented into different product markets according to cruise types , as under any of 
these plausible segmentations , the Transaction would not raise serious doubts as to 
its compatibility with the internal market . 
4.1.1.2.  Relevant geographic market  
(15) In its previous decisions, the Commission has concluded that the markets for the 
supply of ocean ic cruises s hould be considered as national in scope because  
marketing channels are predominantly country speci fic.18 This conclusion was 
supported by respondents to the Commission’s market investigation in this case.19 
The Notifying Parties do not contest this approach.20 
(16) Therefore, in line with the precedents, for the purposes of the present case, the 
Commission considers the relevant geographic markets to be  national for the overall 
market for oceanic cruises and each of its segments.   
4.1.2.  Provision of cruise terminal services  
4.1.2.1.  Relevant product market  
(17) In a previous decision , the Commission considered that terminal  services  for cruise 
and ferry vessels, requiring  dedicated passenger facilities , might  belong to a distinct 
                                                 
14  Case M.2706 – Carnival Corporation/P&O Princess; Case M.3071 – Carnival Corporation/P&O Princess 
(II); Case M.4600 – TUI/First Choice ; Case M.9778 – TUI AG/RCC L/Hapag -Lloyd Cruises.  
15  Case M.2706 – Carnival Corporation/P&O Princess; Case M.9778 – TUI AG/RCCL/Hapag -Lloyd 
Cruises.   
16  Minutes of calls with market participants: ID103, paragraph 2; ID118, paragraph 4; ID136, paragraph 2; 
ID142, paragraph 2.  
17  Form CO, paragraph 98.  
18  Case M.334 – Costa Crociere/Chargeurs/Accor; Case M.2706 – Carnival Corporation/P&O Princess; Case 
M.3071 – Carnival Corporation/P&O Princess (II); Case M.4600 – TUI/First Choice; Case M.9778 – TUI 
AG/RCCL/Hapag -Lloyd Cruises.  
19  Minutes of calls with market participants: ID103, paragraph 7; ID118, paragraph 8; ID136, paragraph 4; 
ID139, paragraph 4; ID142, paragraph 4.  
20  Form CO, paragraph 103.  
 
 
5 product market .21 The Notifying Parties consider that cruise terminal services belong 
to a separate product market than ferry terminal services because  “[…]unlike ferry 
terminals, cruise terminal infrastructure is instead designed to accommodate long -
term parking, comfortable waiting areas and passenger entertainment, in order to 
deliver the customers of cruise operators a comfortable experience onshore when 
they begin or end cruises at that terminal.”22 
(18) For the purposes of this decision, it is not necessary to conclude on the exact product 
market definition, as the Transaction would not raise serious doubts as to  its 
compatibility with the internal market  under any plausible market definition .  
4.1.2.2.  Relevant geographic market  
(19) The Commission did not have yet the opportunity to examine the relevant 
geographic market of cruise terminal services. The Notifying Parties argu e that the 
geographic market definition should be at least EEA -wide. According to the 
Notifying Parties, cruise operators can choose cruise terminal s from a wide 
geographic area because cruise passengers can travel to and from the ports of origin 
and destination , as do about half of cruise passengers  from the United Kingdom .23   
(20) Respondents to the Commission’s market investigation confirmed that some 
passengers , most notably in the premium and  luxury / expedition segments, do not 
mind travelling to and from the ports of origin and destination, allowing cruise 
operators flexibility in the choice of terminals. However, as is evident in the figures 
adduced by the Notifying Parties, respondents also explained that a significant 
proportion of passengers , most ly in the contemporary segment,  prefers not to travel 
long distances to the cruise terminals. It is essential to offer these passengers cruises 
that start  and terminate in their home countr ies.24 
(21) For the purposes of this decision, it is not necessary to con clude on the exact 
geographic market definition, as the Transaction would not raise serious doubts as to 
its compatibility with the internal market  under any plausible market definition . 
4.2. Horizontal overlaps  
(22) As explained above, TPG jointly control s the cru ise operator Dream Cruises . 
According to the Notifying Parties, Dream Cruises operates cruises in the Asia 
Pacific region, […] and is not active in the EEA.25 Respondents to the Commission 
market investigation confirmed the view of the Notifying Parties. Respondents also 
added that Dream Cruises is operating contemporary cruises and is not active in the 
premium and expedition segments in which Viking  is active .26 
                                                 
21  Case M.6305 – DFDS / C.RO Ports / Älvsborg.  
22  From CO, paragraph 110.  
23  The Not ifying Parties explain , for example , that many cruise passengers from the United Kingdom fly to 
(and then back from) Barcelona or  Civitavecchia (Rome) which are home ports for many Mediterranean 
cruises.  Form CO, paragraphs 121 -124. 
24  Minutes of calls w ith market participants: ID103, paragraph 8 -9; ID118, paragraph 10; ID136, paragraphs 
5-6; ID139, paragraph 8; ID142, paragraph 6 -7. 
25  Form CO, paragraphs 54 and 95.  
26  Minutes of calls with market participants: ID103, paragraph 5; ID118, paragraph 7; ID1 39, paragraph 7; 
ID142, paragraph 4.  
 
 
6 (23) Consequently, the Transaction does not give rise t o reportable markets in the 
provision of oceanic cruises.  
4.3. Vertical overlaps  
4.3.1.  Legal framework   
(24) The Commission will examine whether the Transaction is likely to result in 
foreclosure in any of the markets that are vertically affected by the Transaction.  
(25) Accor ding to the Non -Horizontal Merger Guidelines,27 foreclosure occurs when 
actual or potential rivals ’ access to markets is hampered, t hereby reducing those 
companies’  ability and/or incentive to compete.28 Such foreclosure can take two 
forms: (i) input foreclo sure, when access of downstream rivals to supplies is 
hampered;29 and (ii) customer foreclosure, when access of upstream rivals to a 
sufficient customer base is hampered.30 
(26) 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 compet ition on 
the downstream market (input foreclosure) or on customers (customer foreclosure).31 
In practice, these factors are often examined together since they are closely 
intertwined.  
4.3.2.  Vertically affected markets: the market for the provision of cruise termi nal services 
and the market s for ocean ic cruises.  
(27) The Transaction gives  rise to vertically affected markets between the upstream 
market for the provision of cruise terminal services in the United Kingdom and 
oceanic cruise operations downstream.  
(28) CPPIB joi ntly controls ABP, an undertaking that operates several cruise terminals in 
the United Kingdom, most notably in the port of Southampton. According to the 
Notifying P arties, the port of Southampton accounted for about [10-20]%  of the 
EEA cruise passengers  in 201832 and [80-90]%  of cruise passengers in the United 
Kingdom in 2018 and 2019  respectively .33  
(29) Viking operates premium (or “upper premium” according to some market 
participants) cruises and plans to launch expedition cruises.34 The Notifying Parties 
estimate that in 2019 Viking ’s activities accounted for [0-5]% of ocean ic cruise 
                                                 
27  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.  
28  Non-Horizontal Merger Guidelines, paragraphs 20-29. 
29  Non-Horizontal Merger Guidelines, paragraph 31.  
30  Non-Horizontal Merger Guidelines, paragraph 58.  
31  Non-Horizontal Merger Guidelines, paragraphs 32 and 59.  
32  Form CO, table 4.  
33  Form CO, table 5. ABP also operates several other cruise terminals (Ayr, Cardiff, Hull, Plymouth, Troon). 
These are small terminals that account for insignificant number of pas sengers compared to Southampton; 
response of the Notifying Parties to RFI -1, question 2.   
34  Form CO, paragraph 28, 47 and 149; Minutes of calls with market participants: ID103, paragraph 4; 
ID118, paragraph 6; ID136, paragraph 3; ID139, paragraph 6; ID142, paragraph 3.  
 
 
7 passengers in the United Kingdom (all segments included)35 and [0-5]% of premium 
cruise passengers.36  
(30) Considering that Viking represents a negligible share of demand for cruise ter minal 
services in the United Kingdom, the Notifying Parties would not have the ability to 
engage in customer foreclosure , that is, switching Viking’s business away from 
terminal operators that compete with ABP and such conduct would have very limited 
effec t. In addition, as Viking is jointly controlled by CPPIB, TPG and the Trust, the 
Notifying Parties are not likely to have an incentive to engage in customer 
foreclosure that would benefit only one of them , that is CPPIB.  
(31) The Commission will therefore concentrate its analysis on input foreclosure.   
4.3.3.  Input foreclosure  
4.3.3.1.  The Notifying Parties’ views  
(32) The Notifying Parties submit that the Transaction does not give rise to concerns of 
input foreclosure , that is , restricting the access of cruise operators that compete with 
Viking to ABP’s terminals .  According to the Notifying Parties , Viking’s rivals have 
other options to Southampton and ABP’s other cruise terminals;37 CCPIB jointly 
control s ABP with two other shareholders who are  unlikely to agree to engage in 
input foreclosure;38 ABP is required by law to offer fair and equal access to its 
terminals;39 and ABP has long contracts with its customers and will not be able to 
foreclose them.40 
4.3.3.2.  Ability to foreclose  
(33) Input foreclose may rai se competition problems only if it concerns an important 
input for the downstream product. This is the case, for example, when the input 
concerned represents a significant cost factor relative to the price of the downstream 
product. Irrespective of its cos ts, an input may also be sufficiently important for 
other reasons. For instance, the input may be a critical component without which the 
downstream product could not be manufactured or effectively sold on the market, or 
it may represent a significant sourc e of product differentiation for the downstream 
product. It may also be that the cost of switching to alternative inputs is relatively 
high.41 For input foreclosure to be a concern, the vertically integrated firm resulting 
from the merger must have a signif icant degree of power in the upstream market and 
thus, possibly, on prices and supply conditions in the downstream market.42 
(34) Although port fees represent a modest share of the total cost of a cruise,43 access to 
cruise terminal services is an essential input  for the operation of cruise vessels. 
                                                 
35  Form CO, Table 6.  
36  Response of the Notifying Parties to RFI -2, paragraph 2.  
37  Form CO, paragraphs 149 -160. 
38  Form CO, paragraphs 161 -167. 
39  Form CO, paragraphs 168 -171. 
40  Form CO, paragraph 172-174. 
41  Non-Horizontal Merger Guidelines, paragraph 34.  
42  Non-Horizontal Merger Guidelines, paragraph 35.  
43  Form CO, paragraph 159; Minutes of calls with market partici pants: ID103, paragraph 11; ID118, 
paragraph 13; ID136, paragraph 10; ID139, paragraph 12; ID142, paragraph 9.  
 
 
8 Specifically, the port of Southampton is very important for cruise operations in the 
United Kingdom . The port of Southampton is the only port that can comfortably 
accommodate the large cruise vessels in terms of berth size and passenger terminal 
facilities .44 In addition, the port of Southampton is easily accessible for the 
passengers.45  
(35) Nevertheless, the Notifying Parties are unlikely to be able to engage in input 
foreclose post -Transaction. First, as explained by the N otifying Parties and 
confirmed by respondents to the Commission market investigation,46 ABP has long -
term contracts with its major customers that will remain in force for a considerable 
number of years post -Transaction and which ABP is legally bound to resp ect. Such 
contracts are related to significant investments made by ABP in its Southampton 
terminals in order to accommodate the large cruise vessels. A respondent also 
confirmed that the port authorities in the United Kingdom would ensure respect of 
fair and equal access rights to the terminals.47 
(36) Respondents to the market investigation also explained that cruise operators in the 
segments directly competing with Viking, that is premium and luxury / expedition  
cruises , operate smaller vessels.  Consequen tly, they have sufficient choice of 
alternative cruise terminals. Among the alternatives to Southampton and ABP’s 
other terminals, respondents mentioned the ports of Dover, Tilbury, Brighton, 
Portsmouth, Tower Bridge and Greenwich.48 
4.3.3.3.  Incentive to foreclose  
(37) 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 
division,  but also of its downstream division. 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 e xpanding sales downstream or, as the case may be, being able to raise prices 
to consumers.49 The incentive for the integrated firm to raise rivals’  costs further 
depends on the extent to which downstream demand is likely to be diverted away 
from the foreclo sed rivals.50 
(38) The merged entity is unlikely to have the incentive to engage in input foreclosure. As 
explain ed above, the cruise operations of Viking represent a negligible demand for 
cruise terminal services compared to the demand supplied by ABP. Viking w ould 
not be able to compensate for the loss of activity that input foreclosure would 
represent for ABP .51 
                                                 
44  Large cruise vessels are used for contemporary cruises that account for the majority of passengers.  
45  Minutes of calls with market participan ts: ID103, paragraphs 10 and 11; ID118, paragraph 11; ID136, 
paragraph 8; ID139, paragraph 9; ID142, paragraph 8.  
46  Minutes of calls with market participants: ID103, paragraph 13; ID136, paragraph 9; ID139, paragraph 11.  
47  Minutes of a call with a market  participant, ID118, paragraph 14.  
48  Minutes of calls with market participants: ID103, paragraphs 11 and 12; ID118, paragraphs 11 and 12; 
ID139, paragraph 10; ID142, paragraph 8 and 11.  
49  Non-Horizontal Merger Guidelines, paragraph 40.  
50  Non-Horizontal Merger Guidelines, paragraph 41.  
51  Minutes of calls with market participants: ID103, paragraph 13; ID142, paragraph 11.  
 
 
9 (39) The Notifying Parties are unlikely to have the incentive to engage in input 
foreclosure even if they target ed the smaller demand represented by Vikings’ direct 
competitor for premium and luxury / expedition cruises. First, several of these 
competitors are brands belonging to ABP’s major customers with whom it has long -
term relationships.52 Second, in addition to CPPIB, ABP is controlled by two othe r 
shareholders , that are not likely to have an interest in supporting input foreclosure  
from which only CPPIB could benefit . 
(40) The majority of respondents to the market investigation opined that the Transaction 
is financial  in nature , aiming at supporting Vi king through the COVID -19 crisis. In 
their view , CPPIB and TPG as financial investors are unlikely to be involved with 
the commercial direction of Viking.53    
4.3.3.4.  Overall effect of foreclosure  
(41) In general, a merger will raise competition concerns because of inp ut foreclosure 
when it would lead to increased prices in the downstream market thereby 
significantly impeding effective competition.54 
(42) As noted above, port fees represent a modest share of the total cost of a cruise and 
Vikings’ direct competitor s operating  premium and luxury / expedition cruises 
would have other terminal options in the United Kingdom. Input foreclosure is 
therefore unlikely to impede significantly competition.  
4.3.3.5.  Conclusions  
(43) Based on the considerations above and all evidence available to it,  the Commission 
concludes that an input foreclosure strategy post -Transaction by the Notifying 
Parties in order to exclude third party customers of cruise terminal services is 
unlikely.  This conclusion is supported by the majority of respondents to the mar ket 
investigation that stated that they are  not concerned by the Transaction.55 None of 
the respondents raised specific concerns regarding the conduct of the Notifying 
Parties post -Transaction.  
5. CONCLUSION  
(44) 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 Agre ement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
                                                 
52  Form CO, tables 6 and 10.   
53  Minutes of calls with market participants: ID103, paragraphs 14; ID118, paragraphs 15; ID139, paragrap h 
13; ID142, paragraph 8 and 10.  
54  Non-Horizontal Merger Guidelines, paragraph 47.  
55  Minutes of calls with market participants: ID103, paragraphs 14; ID118, paragraphs 15; ID139, paragraph 
13; ID142, paragraph 8 and 1 2.