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 -REGIST RY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels,  30.11.2020 
C(2020)  8610 final  
PUBLIC VERSION 
 
To the notifying party  
Subject : Case M. 9985 – GARDAWORLD / G4S  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 23 October 2020, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Garda World 
Secu rity Corpor ation (“GardaWorld”, Canada), controlled by BC Partners LLP 
(United Kingdom) and Mr. Stephan Crétier, a Canadian citizen,  acquires within the 
meaning of Article 3(1)(b) of the Merger Regulation indirect sole control of the 
whole of G4S  plc (“G4S”, United K ingdom)  (“the Transaction”) .3 The concentration 
is accomplished by way of public bid announced on 14 September . GardaWorld is  also 
designated hereinafter as the “Notifying Party” and G4S also as “the Target”. 
GardaWorld and G4S are together designated as “the P arties ” to the T ransaction . 
                                                 
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  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).  
3  Publication in the Official Journal of the European Union No C 369 , 3.11.2020 , p. 19.  
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information omitted has been replaced by 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 1. THE PARTIES   
(2) GardaWorld is a security services and cash services company, offering physical 
security services, end -to-end cash management solutions and security risk 
management. It employs more than 102 000 professionals w ho serve a diverse 
clientele in North America, Africa, Asia and the Middle East. It is indirectly jointly 
controlled by BC Partners LLP, an international equity investment firm from the 
United Kingdom and Mr Stephan Crétier, a Canadian citizen.4 
(3) G4S is a global integrated security business offering a broad range of security 
services around the world. It is a public company listed on the London Stock 
Exchange. G4S operates across Europe, Asia Pacific, Africa, the Middle East and the 
Americas and ha s approximately 533 000 employees working globally.5 
2. THE OPERATION   
(4) On 14 and 30 September 2020,6 GardaWorld announced its offer to acquire the 
entirety of the shares in  G4S. Completion  is subject to, among others, the condition 
that GardaWorld would acqui re shares representing  more than 50% of the voting 
rights in G4S. Assuming a successful completion of the public bid, GardaWorld will 
acquire indirect sole control over G4S  within the meaning of Article 3(1)(b) of the 
Merger Regulation.  
(5) The case was initia lly notified to the European Commission under the simplified 
review procedure. However, following submissions from the Target indicating that, 
in its view, the Transaction gave rise to affected markets with regard to  manned 
guarding security services in high- risk regions , the Commission reverted to a normal 
first phase merger procedure.7   
3. UNION D IMENSION  
(6) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million (GardaWorld: EUR […] million, G4S: EUR  [...] 
million).8 Each of them has an EU -wide turnover in excess of EUR 250 million 
(GardaWorld: EUR […] million, G4S: EUR [...]  million), but they do not achieve 
more than two- thirds of their aggregate EU -wide turnover within one and the same 
Member State.  
(7) The notified operation therefore has a  Union dimension pursuant to Art. 1(2) of the 
Merger Regulation .  
                                                 
4  See Fo rm CO, p aragraphs 11 and 13.  
5  See G4S ’ submission of 23 October 2020 (hereinafter also “the First S ubmission ”). 
6  On 14 September 2020, GardaWorld published a 2.4 Announcement regarding its intention to acquire the 
entire issued and to be issued share capital of G4S pursuant to Rule 2.4 of the Code on Takeovers and 
Mergers, which is administered by the United Kingdom’s Panel on Takeovers and Mergers. On 30 
September 2020, in accordance with Rule 2.6 (a) of the Code, GardaWorld announced its firm intenti on to 
make an offer pursuant to Rule 2.7 of the Code (Rule 2.7 Announcement).  
7  In line with paragraph 26 of the Commission Notice on a simplified procedure for treatment of certain 
concentrations under Council Regulation (EC) No 139/2004. OJ C 366, 14.12.2013, p. 5.  
8  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
 
3 4. MARKET DEFINITION  
(8) Both Parties are active worldwide in the provision of security services such as 
manned guarding services, cash services and other securit y services. The 
Commission has examined the sector of security and investigation services in the 
past. For instance, it has examined services such as manned guarding, alarm services 
and systems, care and justice and cash -in-transit services. The Commission  
considered the geographic scope of these services to be national, largely because of 
the regulatory differences between the Member States.9 
(9) While GardaWorld does not provide these services in the EEA  and there is no 
overlap or competitive relationship between the Parties’ activities in the EEA  leading 
to affected market s within the meaning of the EU merger control rules , the Target 
has submitted that there is an overlap between the  Parties’ activities leading to an 
affected market  in the market for the provision of manned guarding high- risk 
security services in high -threat/risk regions (also referred to as ‘high -risk security 
services’ in this decision) . This decision therefore deals with high- risk security 
services only. 
4.1. Manned guarding security service s in high- risk regions    
4.1.1. Product market  
(10) In prior decisions, t he Commission made a distinction within the market for security 
services between i) manned guarding services ii) alarm installation and maintenance 
(that is, electronic guarding equipment), iii) alarm monitoring and response and 
iv) aviation security service. It  considered that they constituted distinct product 
markets.10  
(11) With regard to manned guarding security services, in particular, the Notifying Party 
in case M.599311 submitted  that manned guarding would encompass services such 
as: (a) uniformed on- site guards  and retail guard s (static manned guarding); 
(b) mobile manned guarding services; ( c) key -holding services; (d) contract project 
security, (e) events security and crowd management; and (f) associated security 
consultancy services.12 The great majority of respondents to the market investigation 
in that case considered  that these services are part of the same market.13 While 
                                                 
9  See further below under section  4.1.1 and section 4.1.2.2 for case references.  
10  See, among others, Commission decision in case M.3396 – Group 4 Falck/Securicor , paragraphs  29 
and 31; M.4986 – EQT V/Securitas Direct , paras 10 -11; M.6292  – Securitas/ Niscayah Group , para graph  
8; M.9559  – Telefonica/Prosegur/Prosegur Alarmas Espana , para graph  14.      
11  See Commission decision in case M.5993 – Securitas/ Reliance S ecurity Services/ Reliance Security  
Services Scotland.  
12  See also the Parties’ submission in case M.3396  – Group 4 Falck/Securicor , para 18 where the Parties 
submitted that manned guarding would encompass services such as: (i) uniform on -site guards; (ii ) guard 
patrols; (iii) retail guards and plain clothes store detective; (iv) key -holding; (v) vehicle escort services; 
(vi) dog patrol; (vii) anti-terrorist and diplomatic security ; (viii) information security services; (ix) training 
and security methods; (x) consultancy and risk management and auditing. Further, they submitted that 
services of remote security monitoring and response would be part of the manned guarding segment and 
not electronic guarding.  
13  The Notifying Party in case M.5993  had also argued that the provision of scheduled patrols, key holding 
and alarm response services are part of the market  for manned guarding services; however, this was not 
entirely confirmed by the market investigation as some respondents submitted that key holding and alarm 
 
 
 
4 leaving the product market definition open in case M.5993, the Comm ission also 
referred to these services as being part of the manned guarding services market  in a 
subsequent decision in case M.6292 – Securitas/Niscayah Group.14 
4.1.1.1. The Part ies’ views  
(A) The Target’s views   
(12) The Target15 submitted that the Parties’ activities overlap in the market for the 
provision of “ high- risk security services” which , it submits , constitutes a distinct 
relevant market from the overall market for “ more generalised ” manned guarding 
security services.16  
(13) According to G4S, high- risk security services are a separate and distinct group of 
services provided in volatile and dangerous environments where there is a need for 
professionally trained security personnel, with three to five years of police or 
military e xperience (and typically specially trained in enhanced weapon capability) . 
The personnel provide safeguarding services to the people, facilities and critical 
infrastructure of customers such as multi -national corporations and government / 
embassies or mult inational organisations who operate in these environments.17  
(14) G4S submits that high -risk security services can be clearly distinguished from 
general, standard manned guarding services both from a supply and demand side 
perspective .18  
(15) On the demand side, G4S submits that, first, clients for high -risk security services 
have different requirements and procurement processes  from customers for other 
security services such as standard manned guarding. G4S notes that m ost diplomatic 
security programmes have a hi gh profile and require a high level of decision- making 
from operators. As such, most governments distinguish between low -risk embassies 
(that only require standard manned guarding) and high- risk embassies located in 
countries where the threat level and pro tection requirements are much higher . 
(16) According to G4S, m ajor oil, gas and mining clients also clearly differentiate 
between the specialist high -risk security services needed to protect their staff and 
operations in conflict and hostile zones and the more basic security packages 
required elsewhere.19 
(17) Second, G4S submits that customers for high- risk security services are typically 
large and sophisticated  entities, who procure the services by means of competitive 
tender processes. G4S submits that the main con sideration for the customers is the 
                                                                                                                                                      
response services together may form a distinct product market. The Commission left the exact scope of 
the relevant product market definition open in that case.  
14  See Commission decision of 2 August 2011, paragraph 8.  
15  See email of 21 October 2020 and subsequent submissions of 23 October and 30 October 2020 
(hereinafter also “the Second Submission ”).  
16  See, for instance, “ First Submission’’ of G4S of 23 October 2020, paragraph 11 and “ Third Submission” 
of G4S of 18 November 2020 where it indi cates that “ The provision of high -risk security services forms a 
distinct and separate market from the provision of more generalised security services .’’, paragraph 4.  
17  See, for instance,  “Second S ubmission ” of G4S of 30 October 2020.  
18  See, for instanc e, “First Submission” of G4S of 23 October 2020.  
19  See, for instance, “First Submission” of G4S of 23 October 2020.  
 
 
5 reputation of the provider , followed closely by price. It submits that clients look for 
one of the “ prime providers ”, who have a reputation in the industry and the 
experience to take on such contracts. Next, the contract s are awarded based on cost 
and who can offer the best price. The prime providers often sub -contract to local 
providers in order to further drive down costs. 20  
(18) Third, G4S submits  that t he sector is characterised by much higher and rigorous 
compliance and governance standards required by clients compared to “more 
generalised” manned security services, with audited adherence to standards, 
including the International Code of Conduct for Private Security Service Providers, 
membership of the International Code of Conduct Association (the governance and 
oversight mechanism of the former), ISO standards for private security providers, 
and the Montreux Document on Private Military and Security Companies.21  
(19) On the supply  side, G4S submit ted, first, that the skills  and experience required to 
provide these specialist high -risk services exceed greatly those required in standard 
manned guarding services , who are only required to have a bodyguard licence .22  
(20) Second, G4S submits that providers of high- risk security services must have a 
supply of or access  to weapons and other relevant equipment, including armoured 
vehicles.   
(21) Third, a ccording to G4S, t he distinction with other security services is also reflected 
in G4S's business structure: G4S RMG i s a separate business uni t within G4S , with a 
separate management structure and operates in a distinct competitive environment 
from the rest of the G4S business.23  
(22) Fourth, G4S submits that high- risk security services are offered by a different 
competitor set and  considered separat e from more general security services in the 
industry. This is , in its view,  illustrated by an Industry Study of Global Security 
Services published in July 2020, where "private security guards providing military-
type services, which are most common in unde rdeveloped countries with unstable 
security environments" were explicitly excluded from the scope of the study.24   
                                                 
20  According to G4S, the tenders/RFPs are issued by the relevant governments or companies with a 
description of the scope of services that are required. The main technical aspect that is requested is how 
the provider will mitigate the threat for the client at the relevant location (s). There are approximately 
30-40 tenders for high- risk security services per year, which range in value from sev eral hundred thousand 
USD to USD 100m. The normal range of a tender in terms of value is approximately USD 1 -10 million. 
See, for instance, “First Submission” of G4S of 23 October 2020 .  
21  See, for instance, “Second Submission” of G4S of 30 October 2020 and its submission of 
18 November  2020 (hereinafter also “the Third Submission”).  
22  See, for instance “First Submission” of G4S of 23 October 2020, G4S’ response to RFI -3 and its “Third 
Submission” of 18 November where it submits that “ On the supply side , the skills and experience required 
of operators greatly exceeds those required for general security services ”.  
23  According to G4S, G4S RMG is a specialist protective services business within G4S, operating across its 
entire international network of aro und 85 countries. G4S RMG is active in providing professionally 
trained security specialists to safeguard people, facilities and critical infrastructure located in “ high-risk” 
environments such as Iraq and Afghanistan, in addition to providing specialist c onsulting and intelligence 
services. See “First Submission”  of G4S of 23 October 2020.  
24  The other types of security services discussed in the market report are those in the traditional manned 
guarding market: stationary guards and mobile patrols; bodygua rds; private guards used at publicly 
 
 
 
6 (23) G4S submits that it competes routinely for tenders with three other major providers 
globally: GardaWorld, Constellis and Control Risks. According to G4S, these three 
competitors , together with G4S, are considered as “ prime ” providers of high- risk 
security services (hereinafter the four companies are referred to as “the Prime 
Providers”) . There are also local providers of high- risk security  services. However, 
according to G4S , governments  and large corporates do not generally contract 
directly with those local providers. Rather, G4S notes that the P rime Providers will 
tender for the main contract and then sub -contract certain elements to loc al 
providers. The prime provider takes on the risk that the customer has outsourced to 
them.  
(24) At a later stage of the procedure,25 G4S also submitted that, within high- risk security 
services, there is a distinction between large- scale, complex, high- value (or 
“complex, high- end”) contracts (which according to G4S is set to a value above 
EUR [...] million  annual contract value ( “ACV” )) and smaller, non- complex (or 
“simple, low -end”) contracts. According to G4S, greater scale, reputation and 
standards are requi red by the international customers (governments and corporates) 
from the P rime Providers that typically tender for complex large -scale high -risk 
security services contracts. G4S also submitted that, in its view, competition for 
large -scale complex high- risk security services typically takes place where the 
customer is headquartered and the decision to award the contracts are taken. 
Normally, according to G4S, the procurement team will be located  in the home 
country (i.e. UK, Germany, Netherlands, Italy) and decisions for large -scale complex 
high- risk security services contracts are either taken or are ratified in the home 
country.  
(25) According to G4S, decision -making and thus competition for many sm aller, non-
complex high- risk security services contracts often takes place on the ground where 
the services are delivered. It also submitted that competition from local providers for 
large -scale complex high- risk security services contracts is limited because local 
high- risk security services providers are generally not able to compete for the same 
breadth of contracts as international companies, such as G4S RMG, GardaWorld and 
Constellis.  
(26) G4S submitted that most governments and large western corporate orga nisations do 
not generally contract directly with local providers for large -scale complex projects, 
as they do not have the requisite scale, reputation and standards required by 
international customers to address the risk appetite of these customers for su ch 
projects.26  
(B) The views of the Notifying Party  
(27) GardaWorld does not consider that there is a relevant distinct market for the 
provision of security services in high- risk regions which is separate from the 
standard  manned guarding services that the Commiss ion has examined in the past.27 
                                                                                                                                                      
operated prisons and immigration detention facilities; and  aviation security operations. See “First” 
Submission of G4S of 23 October 2020 as well as G4S’ response to RFI -3. 
25  See “Third Submission” of G4S of 18 Novembe r 2020.  
26  See "Third Submission” of G4S of 18 November 2020.  
27  See, among others, the Notifying Party’s response  to question 1 of RFI -1. 
 
 
7 GardaWorld r ather considers that such capabilities are part of the array of armed 
security services offered to customers seeking manned guarding services more 
generally and are offered by local and international companies.  
(28) According to GardaWorld, from the supply side , there is  no such service market that 
would include a set of security services specifically dedicated to “high threat 
regions.” The services that providers such as GardaWorld offer in “sensitive areas” 
or “confli ct affected states” primarily consist of static security and mobile patrol 
security (that is, the furnishing of guards and security personnel). GardaWorld 
submits that these services are not different from the “manned guarding services” 
previously assessed  by the Commission and which the Commission defined as a 
relevant service market.28 
(29) GardaWorld notes that suppliers of manned guarding services in these regions may 
advertise themselves or customize their offer on the basis of the regions where they 
provide  their services or the type of customers they want to reach, but ultimately the 
services concerned primarily remain the furnishing of static security and mobile 
security.  In this respect, customization is based on , for instance, an individualized 
threat as sessment for that customer which determines the proposed mix/number of 
armed versus unarmed guards; the services to be provided (static versus mobile 
security); the type of vehicles needed ( armoured or not), etc. As all suppliers have 
that capability, they are all able to “customize” these services.  
(30) GardaWorld also submits that there is also no specific demand from customers for a 
set of specific security services or solutions to be provided in “high threat  regions.” 
GardaWorld provides manned guarding serv ices consisting primarily of static 
security and mobile patrol security services and there are no differences between 
these services when provided to customers in “high threat regions” versus the same 
services provided elsewhere. Customers ask for a mix of  armed and non- armed 
guards, as they will frequently do in non high- risk locations, though the density and 
mix of guards may change depending on the anticipated risk. GardaWorld believes 
that the same is true for G4S and its competitors.29 
(31) For example, GardaWorld notes that out of […] countries where it provides manned 
guarding services (outside of the USA and Canada), there are […] countries where it 
only supplies unarmed guards. In the remaining […] countries, armed guards 
represent […]% or less of GardaWorld’s guards in […]  countries, just […]% in […] 
country and over […]% in just […] countries, that is, in […].30 
4.1.1.2. The Commission ’s view  
(32) As mentioned above  in para graph 10, the Commission has in the past considered 
manned guarding services  as constituting a distinct product market from the 
provision of other security services, such as, for instance, alarm installation and 
maintenance, alarm monitoring and response, cash- in-transit services etc ., but it has 
not so far analysed a distinct mar ket for the provision of “ high- risk security 
services” .  
                                                 
28  See Form CO, pa ragraph 1 35. 
29  See Form CO, pa ragraph 136.    
30 See the Notifying Party’s response  to RFI -1. 
 
 
8 (33) The market investigation seems to indicate that the provision of high- risk security 
services could be considered as distinct from the provision of other manned guarding 
security services.  
(34) A market participant noted during the market investigation that: “ high-risk security 
services are distinct from other security services, such as, for instance, security 
services provided in a shopping mall, standard cash- in-transit services etc.”  This 
marke t participant noted that “ high-risk security services are more specialised and 
the employees are mainly drawn either from the military or the armed police ” and 
that “those working in the provision of such services must have special 
qualifications, includin g knowledge of use of different types of weapons and how to 
operate in hostile environments. ”31  
(35) This was confirmed by the majority of market participants who noted that security 
services in high- risk countries is a different business from “standard” manned 
guarding services  outside of high- risk areas32 and it is not easy from a supply side  
perspective to scale up from “standard” to “high-risk” security services for various 
reasons.33  
(36) First, it would indeed appear that the skills and experience required in order to 
provide such services differ from those of manned guarding services in non high- risk 
environments. High- risk security services include protection (static and mobile) with 
armed guards as well as mobile protection using armoured vehicles and intell igence 
feed to assess risks.34 The security personnel would in general have either police or 
military training and previous experience as well as special training on using 
weapons. The weapons training would be either on small firearms or different types 
of high velocity firearms and long distance shooting. Normally each security 
member would carry at least one long rifle and a pistol.35 The security personnel 
would also receive tactical training to handle battle -like emergencies.36 This would 
include training on how to safely embark and disembark from vehicles, how to 
operate while in transit for mobile protection and driving techniques. The security 
personnel will be trained and capable of operating for long periods on hostile 
environments far away from home. Personnel will also receive medical training and 
                                                 
31  See minutes of a call of 12 November 2020 with a customer  (ID228), paragraph 4  
32  See, for instance, minutes of a call of 31 October 2020 with a customer  (ID215), paragraph 8  and minutes 
of a call of 29 October 2020 with a competitor  (ID353), paragraph 9  or minutes of a  call of 
13 November  2020 with a customer (ID370), paragraph 4 . Security services in high -risk countries could 
include: a) static protection provided to corporations, for example, oil fields; this represents the large 
majority of the work of security companies in high -risk countries; b) static protection provided to 
embassies, which is a higher protection level that under a) above; and finally, provision of mobile security 
services, considered as the most complex type of assignment, where secu rity providers are required to 
accompany individuals as they move from one location to another (for example, in order to escort convoys 
or provide secured transport for officials between locations). See minutes of a  call of 29 October 2020 
with a competito r (ID353), paragraph 7.  
33  See minutes of a call of 17 November 2020 with a customer  (ID387 ), paragraph 3.  
34  See minutes of a call of 2 November 2020 with a customer  (ID218), paragraph 2.  
35  See minutes of a call of 12 November with a customer (ID228), p aragraph 4 and 13 as well as minutes of 
a call of 29 October 2020 with a competitor (ID353), paragraph 8.  
36  See minutes of a call of 31 October 2020 with a customer  (ID215), paragraph 8.  
 
 
9 training on how to deal with the local population. Teams would also include 
paramedics and translators.37  
(37) Second, in order to provide such services, a security company would need to obtain 
various types of licences (for its personnel, the use of weapons etc.) from the local 
government and comply with often stringent local rules that vary from country to 
country. These procedures are often burdensome, can take a lot of time and are 
costly. As noted by G4S, for instance, e ntry into the high- risk territories of Iraq and 
Afghanistan is impossible at the current time for foreign private security companies 
and the authorities in these jurisdictions have not awarded any new licences to 
foreign private security provi ders in the last five years.38 
(38) For instance, a licence is normally needed to provide ar med security services and 
licences are also often needed for equipment such as weapons, armoured vehicles, 
personal protection equipment and sometimes uniforms.39 For inst ance, in Iraq, a 
private secu rity company would need a licenc e from the Ministry of Interior to 
operate, the Ministry of Trade in order to be able to import equipment (such as 
armoured vehicles), a licenc e to carry weapons as well as a communications licenc e 
from the Ministry of Communications.40 The financial compliance burden to meet all 
the various ministerial regulations can be very demanding. Consequently, in order to 
provide high- risk security services a company would nee d very specialised know 
how, that is also country specific, as well as high capital requirements.41 As, in 
addition, the regulations change frequently, there is a significant financial risk, 
which some companies may not be able to bear.  
(39) Third, in terms of e quipment, security providers in high -risk environments would 
normally need a fleet of armoured vehicles, typically B642 armoured vehicles 
(mainly Toyota Land Cruisers) that cost more than USD 100 000. These cannot in 
general be bought from other suppliers a lready in the country and  need to be 
imported to the country, be registered  and comply with stringent local regulation. In 
addition, it could sometimes be difficult to import equipment into a high- risk country 
because of export restrictions in the country where the equipment originates from.43 
Building a fleet therefore represents a significant investment and having the 
appropriate infrastructure to maintain and run a fleet of specialised vehicles in high -
risk environments poses complex logistical challenges and requires expertise in 
managing it.44   
(40) Fourth, security companies providing high- risk security services need to also abide 
by various international standards45 also with regard to the respect of human rights 
                                                 
37  See minutes of a call of 29 October 2020 with a competitor (ID353 ), paragraph 8.  
38  See “Third Submission ” of G4S of 18 November 2020 , paragraph 16 . 
39  See minutes of a call of 29 October 2020 with a competitor (ID353), paragraph 11.  
40  See minutes of a call of 17 November 2020 with a customer (ID387), paragraph 7.  
41   For instance, in Iraq, there is also an additional requirement of depositing a high value bond (hundreds of 
thousands of USD). See also under section 4.1.2.2 of this decision.  
42  This would refer to the ballistic protection level and B6 rating has a high level of security and is meant to 
stop armor -piercing rounds.  
43  See, for instance, minutes of a call of 28 October 2020 with G4S, paragraph 10.  
44  See, for instance, minutes of a call of 30 October 2020 with a competitor (ID276), paragraph 5.  
45  Such as A NSI/PSI:1 2012 (developed by a Technical Committee of over two hundred people from twenty 
six countries) and ISO 18788.  
 
 
10 such as, for instance, the Montreux Document on Private Military and Security 
Companies.46 GardaWorld is, for instance, a member of the following trade 
associations: the International Code of Conduct Association (“ICoCA”),47 the 
Security in Complex Environments Group (“SCEG”)48 and the International 
Stability Operations Association (“ISOA”).49   
(41) In view of the above, the Commission considers that there is currently a complex 
process to qualify as provider of such high- risk security services, with the relevant 
requirements being determined at national leve l and being different from country to 
country. This means that the services are not directly exportable from one country to 
the next; consequently, it could take a number of years to build a system and relevant 
procedures50 and it is very difficult for a new provider to enter the industry and 
operate in these complex environments.51  
(42) From the demand side, first, customers for these security services in high -risk 
environments, which include, among others, embassies and oil or gas companies,52 
face greater risks and require different procedures, equipmen t and weapons than in 
other non high- risk environments. The higher risk is also reflected, according to a 
market participant, in the price for these services, which varies a lot f rom other 
manned security services.53   
(43) Second, the majority of market participants contacted by the Commission  noted that 
customers are looking for security companies that are already established in the 
country of operat ion because of the strict licens ing requirements and the 
infrastructure that is required in order to provide the services. One market participant 
noted that customers generally require providers to show a proven track record54 and 
this was confirmed by several customers of such services who said that they require 
high qualifications and skills from the personnel employed by high- risk security 
companies. On the highest level, for security management positions, one market 
participant said that it would require military or law enforcement experie nce and 
commercial management experience. On the lowest level, typically local static 
guards, the company would insist on pre -vetted personnel with appropriate language 
skills (that is, English on top of the local language) and extensive training in 
firear ms, driving armoured vehicles, physical protection duties, ethical and human 
right s norms.55 Another market participant indicated, for instance, that the security 
                                                 
46  See, for instance, minutes of a call of 12 November 2020 with a customer (ID228), paragraph 5.  
47  ICoCA is a multi -stakeholder initi ative formed in 2013 to ensure that providers of private security services 
respect human rights and humanitarian law. It serves as the governance and oversight mechanism of the 
International Code of Conduct for Private Security Service Providers. See Form CO, paragraph 195.  
48  SCEG is a Special Interest Group of ADS, for security and risk companies committed to the development 
and implementation of international standards for the private security and crisis management sector. See 
Form CO, paragraph 195.  
49  ISOA is a worldwide association representing the stability sector. Through its partnerships, engagement, 
and advocacy, members work together with key organizations and government policy makers for long-
term stability and growth in the world’s most unstable  places. See Form CO, paragraph 195.  
50  See, for instance, also minutes of a call of 12 November with a customer (ID228), paragraph 6.  
51  See, for instance, minutes of a call of 28 October 2020 with G4S paragraph 7.  
52  See minutes of a call of 30 October  2020 with a competitor (ID276), paragraph 12.  
53  See, for instance, minutes of a call of 13 November 2020 with a customer (ID370), paragraph 4.  
54  See minutes of a call of 29 October 2020 with a competitor (ID353), paragraph 9.   
55  See minutes of a call of 2 November 2020 with a customer (ID218), paragraph 8.  
 
 
11 personnel it requires  would need to have at least five to eight years of military 
experience. 56 
(44) Third, when choosing a provider, customers for high- risk security services in general 
carry out tenders or requests for proposal. The majority of customers during the 
market investigation indicated that they would need to be satisfie d that the provider 
has a licence to operate in the country and abides by the various international 
standards referred to above. Customers would often only consider companies that 
have passed the due diligence standards set by the customer as being eligible to 
participate in the tender.57 There is normally only one tender and one contract per 
country58 and contracts are always country specific even if the same security 
company works with the same customer in different countries.59   
(45) Finally, with regard to the argument put forward by G4S at a later stage of the 
procedure, that is, that there is a distinction within high -risk security services  
between large -scale, complex, high- value contracts (which according to G4S is set to 
above EU R [...] million ACV) and smaller, non- complex contracts, the Commission 
considers that this distinction is not warranted for the following reasons:  
(46) First, the Commission notes that , while contracts of different value exist, during the 
market investigation , market participants , which included some of the  Parties’ 
largest customers,  did not point to any need for further segmentations of the market , 
in particular along the lines of complexity or contract value  which would lead to a 
distinction between large co mplex high value contracts and smaller non- complex 
contracts.  
(47) Second, the Commission notes that , the nature of the service provided does not 
appear to be materially different between the two.  Differently  to the provision of 
“standard”  manned security services, the high -risk security services provided for 
large complex high value contracts and those provided for the smaller non- complex 
contracts as referred to by G4S, are provided by using the same infrastructure , and 
the level of skills required by the  security providers is the same irrespective of the 
contract value. Other than size, large and small manned security service contracts 
may deploy similarly experienced personnel using similar vehicles or other assets 
even when the value falls below EUR [...] million . Also from a demand side 
perspective, and apart from the scale of the service demanded, the requirements of 
customers of high- risk security services would not appear to differ, as far as the 
nature of the services and the standards to be met are  concerned, depending on the 
value of the contract.  
(48) Third, the Commission notes that, those competitors belonging to the list of “ prime 
providers ” as suggested by G4S, are able to also provide what G4S refers to as 
“smaller non -complex”  contracts.  
(49) Specif ically, the Commission understands that, for instance GardaWorld has m any 
contracts of a short length for small amounts (a few thousands), including with EEA 
                                                 
56  See minutes of a call of 31 October 2020 with a customer  (ID215), paragraph 8.  
57  See, for instance, minutes of a call of 12 November 2020 with a customer (ID228), paragraph 9  and 
minutes of a call of 31 October 2020 with a customer (ID215), paragraph 10.  
58  See, for instance, minutes of a call of 29 October 2020 with a customer (ID294), paragraph 3.  
59  See minutes of a call of 30 October 2020 with a competitor  (ID276), paragr aph 8.  
 
 
12 customers, that GardaWorld and other security companies, including the local 
security companies, p rovide to customers in Afghanistan and Iraq. These contracts 
ordinarily require exactly the same personnel and equipment given that the threat 
levels are the same but the scope of services are merely smaller in scale. For 
example, GardaWorld provided such services to […] EEA customers (such as […]) 
in Afghanistan in the last financial year for total revenues of USD […]. Similarly, 
GardaWorld provided such services to […]  EEA customers (such as […]) in Iraq in 
the latest financial year for total revenues of USD […].60 
(50) Fourth, the Commission understands from the market investigation that loc al 
companies also bid for high value contracts and that the reputation of local 
companies has been growing over the last few years and many clients have indicated 
that they would be willing to consider them in the future . Indeed, the Commission 
understands that, with regard to Iraq for example, T aaz, a local Iraqi company,  has 
been regularly invited to participate i n tenders organised by a large customer, along 
with other “international” companies.61 As the high- risk security services market 
appear s to be mainly based on tenders , this continuous improvement to the quality of 
local suppliers is an indication that custo mers could consider them as alternatives to 
what G4S refers to as the P rime P roviders .62  
(51) Fifth , during the market investigation, market participants explained that some 
customers may prefer not to deal with large international companies and would 
prefer to  deal with smaller mid -range security services providers who can give them 
a more personalised service, attention to detail  and higher quality services than some 
of the bigger companies.63 For instance, a market participant who could be in general 
considere d as a “high value” customer, noted during the market investigation that 
“large international companies that are hierarchical and whose management is 
located far from Iraq do not provide the best services in the Iraqi dynamic high -risk 
environment.”64 Indee d, the Commission understands that mid- sized companies have 
been successful when participating in tenders against the “ prime providers ” and have 
won the relevant contracts.65  
(52) Sixth , G4S argued that different security companies respond to demand in the 
“complex, high- end” segment ( the Prime Providers ) and in the “ smaller , non-
complex”  segment ( according to G4S, a large group of other international and local 
security companies operate in this segment). However, this argument is not 
supported by the bidding data provided by the Parties.  According to the bidding data 
provided by the Parties for the years 2018- 2020,66 more than half of the tenders in 
                                                 
60  See the Notifying Party’s response  to question 1 of RFI -4. 
61  See, for instance, minutes of a call of 30 October 2020 with a customer (ID247), paragraph 10 . 
62   See also paragraphs 20 -22 of the Commission market definition notice. Specifically, p ara 21 states that: 
when companies market a wide range of qualities or grades of one product “even if, for a given final 
customer or group of customers, the different qualities are not substitutable, the different qualities will be 
grouped into one product  market, provided that most of the suppliers are able to offer and sell the various 
qualities immediately and without the significant increases in costs described above”.    
63  See, for instance,  minutes of a call of 13 November 2020 with a competitor (ID3 68), paragraph 15 and a 
call of 17 November 2020 with a competitor (ID391), paragraph 4.  
64  See minutes of a call of 2 November 2020 with a customer (ID218), paragraph 9.  
65  See minutes of a call of 13 November 2020 with a competitor (ID368), paragraph 15.  
66  The Parties submitted separately bidding data that reflects their understanding of tenders in Iraq and 
Afghanistan, the bidding and winning companies and the contracts’ value.  
 
 
13 Iraq and Afghanistan were tenders G4S qualif ies as “smaller , non-comple x”.67 In 
practically  all of the  smaller, non- complex tenders identified by the Parties at least 
one of the “prime providers” participated.68 GardaWorld for example participated in 
[…] and won […]; other international security companies participated in dozens  of 
tenders.69 In more than half of the “ smaller, non -complex”  tenders  for which the 
competitors are known, at least two Prime Providers competed against each other.70 
Similarly, other international and local security companies participate in (what G4S 
would qualify as) “ complex high- end”  tenders. In more than two thir d of the 
complex high- end tenders identified by the Parties other international and local 
security companies participated.71 The total number of other international and local 
security companies competing on complex high- end was close to 30 [...]. More than 
a dozen [...]  of them won such a tender.72 There is therefore no supply- side basis to a 
distinction between the two segments.  
(53) Finally, the Commission notes that also with regard to the “ standar d” manned 
guarding security services, the Commission has not in its past practice subdivided 
the market according to whether the security contracts were complex high value or 
smaller contracts.  
4.1.1.3. Conclusion on the product market  
(54) Based on the above, the Comm ission considers that there are strong indication s that 
the provision of manned guarding security services in “ high-risk” environments can 
be distinguished from the provision of “standard” manned guarding services. 
Regarding a subdivision of the market for  high- risk security services distinguishing 
between large- scale, complex, high- value contracts and smaller, noncomplex 
contracts, the Commission considers that, for the reasons mentioned above, this 
further distinction is not warranted.  
4.1.2. Geographic market  
4.1.2.1. The Parties’ views  
(A) The Target’s views   
(55) According to G4S, the geographic scope of the market for high -risk security services 
should be considered as global. G4S notes that the customers for high- risk security 
services are the major oil, gas, engineering and telecoms corporates or governments 
across the world and that a distinction has to be made between the location where the 
services are delivered (for instance, high -risk locations such as Iraq or Afghanistan) 
and the location where the services are procu red (for instance, London, Brussels or 
                                                 
67  See Table 1  in the  Commission Bidding Analysis.  
68  See Table 2 in the Commission Bidding Analysis.  
69  See Table 2 and Table 3  in the Commission Bidding Analysis.  
70  See Paragraphs  21 and 24 in the Commission Bidding analysis.  
71  See Paragraph 21 and 25 in the Commission Bidding Analysis.  
72 See Table 4 a nd Table 5 in the  Commission Bidding Analysis.  
 
 
14 Washington). According to G4S, the suppliers and customers are generally not 
headquartered in the jurisdictions where the services are delivered.73 
(56)  On the demand side, G4S submits that competition for high- risk securi ty service 
contracts often takes place where the customer is headquartered and the decision 
made, which does not necessarily correspond to where the services are actually 
provided.74 According to G4S, the procurement processes of the major European 
embassies (UK, Germany, Netherlands, Italy) vary. However, it submits that i n each 
case a substantial element of the decision takes place in Europe.  
(57) G4S submits that the decisions to award contracts by large corporat ions including oil 
majors are also often taken centrally at their head offices but can include input from 
the business on the ground in the relevant hostile location.75  
(58) On the supply  side, G4S submits that the location of where the service is to be 
supplied is no barrier to any of the providers competing for these contracts. 
According to G4S, c apability is not location specific . G4S submits that having won 
the tender with a given government, or having contra cted with an oil and gas 
company, G4S RMG then sends its operators and equipment to the relevant location 
to supply the high- risk security services. G4S submits that there is no need to have 
any presence already on the ground in a locality in order to demonstrate its level of 
service during the tender process. For example, according to G4S, G4S RMG was 
awarded a contract despite having had no previous presence in the relevant country 
prior to the award of the contract.  
(59) Therefore, G4S submits that as, i) the decisions to award contracts for high -risk 
security contracts are typically taken in the home country of the relevant government 
or the country where the corporate entity is headquartered; ii) the services performed 
under the contracts are provided in di fferent countries to those where the decision is 
made; and iii) the capability to perform the contracts is not location -specific, 
competition , in its view,  takes place on a global market for high- risk security 
services.76  
(B) The views of the Notifying Party  
(60) GardaWorld submits that, by definition, any potential market for the provision of 
manned guarding services in “high threat regions” is national, rather than a global 
market combining all “high threat regions” worldwide.77 
(61) From a demand side perspective, Gar daWorld notes that , first,  in terms of 
geographic pattern of customers’  purchases, customers of manned guarding services 
in “high threat regions” source their services in the same manner as they do for other 
regions. Specifically, such customers send req uests for proposals to both 
(i) companies active worldwide, such as GardaWorld, and (ii) local or regional 
                                                 
73  See, for instance, “Third S ubmission ” of G4S of 18 November and “Second Submission” of G4S of 
30 October 2020.  
74  See, for instance, “First  Submission ” of G4S of 23 Octobe r and “Third Submission” of G4S of  
18 November.  
75  See “First S ubmission ” of G4S of 23 October 2020.  
76  See, for instance, “First S ubmission ” of G4S  of 23 October 2020.  
77  See, for instance,  Form CO, paragraph 137.  
 
 
15 security firms. Similarly, such customers use the same main criteria to decide upon 
their security supplier for “high- threat regions” as they do for other regions: price, 
past performance in the geography in question, licensing (at the country and State or 
regional level). Virtually all of these contracts are tendered and awarded individually 
on a country -by-country basis ( that is, not as part of a global contractual framework).  
(62) Second, customers for manned guarding services in “high threat regions” choose 
their suppliers on the basis of proximity to the specific country or narrow regions 
where customers need such services and not because a supplier ma y have 
international capabilities or can provide services across a range of high -threat 
countries that do not include the country the customer is targeting.  
(63) Third, there  is also a need for a local presence from the customers’ perspective as 
many customers  (i) require payments to be made locally, which in turn necessitates 
that suppliers open a local bank account, and (ii) favour dealing with locally 
registered entities and “in country” management teams.78  
(64) From a supply side  perspective, GardaWorld notes that, first, to provide manned 
security services in “high  threat regions”, all providers of such services require 
contractors, local employees and infrastructure present in the country where the 
services are provided; visas for expatriate workers (which can be complex to obtain 
and can represent a lengthy process), quotas or requirements to use local employees, 
and the necessity to provide local training are also barriers to using expatriate 
employees. Thus, in most instances, GardaWorld and its competitors e mploy local 
personnel to provide manned guarding services. Suppliers of manned guarding 
services in these regions also must deploy assets ( that is, vehicles, uniforms, 
communication equipment) locally as well, as it would represent a logistical 
challenge t o move these assets through customs in a timely manner and very often, 
by law, vehicles need to be locally procured. Together, these factors limit the 
geographic scope of a potential market for the provision of manned guarding 
services to individual countr ies and exclude the existence of a collective “high threat 
regions” geographic market spanning multiple countries.79  
(65) Second, GardaWorld notes that although a company may enter the market  provided 
that personnel are local employees and assets are deployed l ocally, there are legal 
and regulatory considerations, which vary by type of services and by country, that 
also sharply limit the geographic scope of the market. Regulations impacting 
manned guarding services include experience with local geography, government 
officials, language and training requirements to address the specific threat 
requirements of the country or customer in question, the carrying and use of 
firearms, uniform requirements, licensing mandates and procedures, badge and 
identification requi rements.  
(66) Third, GardaWorld  notes that the Parties compete for the provision of manned 
guarding services not only with worldwide providers of manned guarding services, 
but also with local or regional players. GardaWorld submits that it has recently lost 
                                                 
78  See Form CO, paragraph 138.  
79  See, for instance, Form CO, pa ragraph  139 a). 
 
 
16 certain customer opportunities to local providers in various “high threat regions” or 
elsewhere in the Middle East / Africa.80 
(67) Fourth, according to GardaWorld, providers of manned guarding services in “high 
threat regions ” do not serve their customers from “hubs” which consolidate the 
personnel required to perform such services.81 
(68) Finally, the notifying party also notes that pricing of such services is also set 
depending on where the services are provided.  
4.1.2.2. The Commission ’s view   
(69) In its past practice, the Commission has considered that the geographic scope for the 
provision of manned guarding security services is national.  
(70) For instance, in its decision in case M.339682 the Commission noted that the markets 
appears to be national due to the existence of specific national regulatio ns and 
standards, such as licences for both the companies and their employees, language 
differences and national preferences derived from the reputation of each of the 
players at the national level. The Comm ission observed that such national 
requirements impede securities companies to expand to new geographic markets by 
simple organic growth; this is why there is a tendency to acquire already existing 
small or medium size companies to enter new markets.83  
(71) The results of the market investigation in this case suggest that this would be the 
same also with regard to the provision of high -risk security services. Indeed, the 
market investigation has demonstrated, among others, the need for local presence (in 
order t o gain contracts and provide the relevant services), the presence of, for 
instance, regulatory barriers, arising from requirements for administrative 
authorisations as well as price differences among different countries relating to the 
provision of such se rvices. These are all elements pointing strongly towards national 
geographic markets.84 
(72) First, from a supply side  perspective, the Commission understands that security 
companies must comply with all  national regulatory requirements in the country of 
operati on including, but not limited to, licensing.  
(73) The Notifying Party notes, for instance, that to offer manned guarding services in a 
“high threat region” requires in particular: a) setting up a locally registered entity; b) 
a local bank account as many customers require local payments; c) a local 
                                                 
80  See Form CO, p aragraph 139 c) . 
81  See Form CO, paragraph 139 d).  
82  See paragraph 49 of the Commission decision  in case M.3396 . 
83  The Commission also noted that this could be one of the reasons why the geographic presence of the main 
security companies within the EU is highly fragmented: a company can  have a strong presence in one 
Member State while being completely inexistent in a n eighbouring geographic market. This provides a 
strong indication that the markets for manned guarding, including alarm monitoring and response, 
electronic guarding equipment and aviation security services are national in scope. See paragraph 49 of 
the Comm ission decision  in case M.3396.  
84  See also the Commission Notice on the definition of relevant market for the purposes of Community 
competition law (the market definition notice) OJ C 372, 9 December 1997, p.5; in particular 
paragraphs  29-30 and 45 -50. 
 
 
17 infrastructure: physical office and in -country management team; d) assets deployed 
locally (i.e., armo ured vehicles, body armour, communication equipment), as it 
would represent a logistical challenge to move these assets through customs in a 
timely manner and very often, by law, vehicles need to be locally procured; e) visas 
for expatriation workers can be complex to obtain and can represent a lengthy 
process, favouring the use of local companies; f) local workforce engagement and 
local training.85 
(74) Market participants stressed that the provision of high- risk security services is highly 
regulated in the countries of operation. Consequently, the nature and scope of the 
services depends t o a large extent on the country of operation and varies significantly 
between countries.86 Regulatory compliance is a significant challenge because 
security companies must adapt their procedures and equipment to local requirements. 
As one market participant  put it, “a service provider needs to know the country very 
well to be able to operate and be competitive. ”87 G4S also noted, for instance, that 
following all necessary administrative steps to establish a high -risk security services 
business is a lengthy and costly process and that it is very difficult for a new 
provider to enter the industry and operate in these complex environments.88 
(75) Another market participant noted that in some countries only local companies can 
provide armed security services and international companies have to find a local 
partner in order to obtain a licence. This market participant noted that licensing 
processes are very complex and local regulation tends to strongly favour local 
companies. In Iraq, for example, private foreign companies can provide armed 
security services. The companies would typically import their firearms but those 
must comply with strict local regulation and licensing obligations. There is also an 
additional requirement of depositing a high value bond in Iraq (hundreds of 
thousands of USD).89 In Libya, only local companies can provide armed security and 
therefore international companies must work with local partners. Mozambique also 
requires a local partner but the arms are provided by the army. In Nigeria, onl y state 
officials can carry firearms.90 Regulatory compliance is therefore a significant 
challenge because security companies must every time adapt their procedures and 
equipment to local requirements in each country they operate. 
(76) Second, the local element of the service, either by directly hiring locals or through 
local sub -contractors is very important for the provision of these services for several 
reasons. In the f irst place , it is essential in order to be competitive because foreign 
staff is expensive. In the s econd place , it is usually a national regulatory requirem ent 
in order to receive a licence to operate in a country.91 In addition, insisting on the 
                                                 
85  See Form CO, paragraph 180.  
86  See, for instance,  minutes of a call of 30 October 2020 with a competitor (ID276), paragraph 6; minutes of 
a call of 30 October 2020 with a customer (ID247), paragraph 2 and minutes of a call of 
13 November  2020 with a comp etitor (ID368), paragraph 4.  
87  See minutes of a call of 29 October 2020 with a customer (ID294), paragraph 6.  
88  See minutes of a call of 28 October 2020 with G4S, paragraph 7.  
89  See minutes of a call of 30 October 2020 with a competitor (ID276), paragr aph 9.  
90  See, for instance, minutes of a call of 30 October 2020 with a competitor (ID276), paragraph 6 and 
minutes of a call of 30 October 2020 with a customer (ID247), paragraph 2.  
91  See, for instance, minutes of a call of 30 October with a competitor (ID276), paragraph  11. 
 
 
18 participation of locals in the provision of the service is a way to build local security 
capabilities.92 
(77) Third, the majority of market participants indicated that, in order to win contracts the 
security company must already be able to show  that it has a national licence to 
operate in the country as well as the required equipment. Licensing processes are 
very complex and time consuming and local regulation tends to strongly favour local 
companies. As explained above, in some countries only local companies can provide 
armed security services and international companies have to find a local partner in 
order to  obtain a licence. A market participant highlighted that a provi der would 
need in -country licenc e provided by the government of each country and this would, 
for instance, take at least one year in Iraq. A local name may also n eed to be 
included on the lice nce and there are administrative and legal fees to consider and 
often companies employ specific people to carry out the negotiations.93 Also, G4S 
has indicated that the authorities in Iraq and Afghanistan are very reluctant to issue 
any new licenc es to fore ign private security providers and have not done so 
recently.94  
(78) Moreover, regarding the armoured vehicles, market participants noted that in Iraq, 
for instance, the terms of the licence for armoured vehicles do not allow the security 
company to re -export t he vehicles or even re -sell them locally. Therefore, the 
provision of a fleet of vehicles is a high barrier to  enter a country of operation.95 
(79) Consequently, based on the above, the Commission considers that  in order to 
provide high- risk security services a company would need very specialised know 
how that is also country specific and to abide by national regulations and strict 
licensing requirements which differ from country to country. Local presence and a 
sufficient local partner with local management in the country are crucial for any 
high- risk security service provider to be chosen to win a tender process and start 
providing services in one of the relevant countries, which is a strong indication that 
the geographic scope of the market must be considered as national.96  
(80) In addition, the Commission notes that , fourth, the majority of the market 
participants indicated that prices for these services would differ, depending on the 
country where they are provided. For instance, market participants noted that prices 
in Afghanistan are higher than those in Iraq because Afghanistan is considered to be 
more dangerous and because the market is smaller and composed  mostly by 
diplomatic delegations rather than commercial companies .97 The armoured B6 
                                                 
92  See minutes of a call of 29 October 2020 with a competitor (ID353), paragraph 13.  
93  See minutes of a call of 12 November with a customer (ID228), paragraph 6.  
94  See, for instance, the “Third Submission” of G4S of 18 November 2020 where it submits that entry into 
high-risk territories of Iraq and Afghanistan is impossible at the current time  for foreign private security 
companies and that t he authorities in these j urisdictions have not awarded any new licences to foreign 
private security providers in the last five years.  
95  See, for instance,  minutes of a call of 30 October 2020 with a competitor  (ID276), paragraph 5.  
96  See also paragraph 30 of the Commission market definition notice.  
97  See, for instance, minutes of a call of 12 November 2020 with a customer, paragraph 15 and minutes of a 
call of 17 November 2020 with a customer (ID387) , paragraph 16.  
 
 
19 vehicles are also more expensive in Afghanistan because it is more difficult to bring 
them into the country and their availability is limited.98 
(81) In Afghanistan, for example , armoured vehicles cannot be bought but must be rented 
from local providers and they set the rates. In Iraq, Somalia and Mozambique it is 
possible to buy and own armoured vehicles and amortise the cost. Large security 
companies can also use their buying p ower to lower costs. In Iraq , armoured vehicles 
must be replaced every three years, a requirement that adds additional costs. Once 
bought, it is very difficult to re -sell armoured vehicles or to move them out of the 
country.99 Somalia would appear to have s imilar cost dynamics to Afghanistan.100  
(82) Another market participant noted that prices for subcontracting high- risk security 
services differ widely depending on local conditions. For instance, prices differ 
greatly between Iraq or Afghanistan and other regions such as Africa. In addition, 
prices are driven also by the local circumstances at a specific point in time and the 
level of risk in a country or region.101 For example, when an armed conflict is 
escalating, prices can rapidly increase from one week to the next as demand 
outweighs supply. Prices can then differ not only between countries but also between 
regions of the same country.102 Prices would also depend on the type of protection 
mix needed. In some countries, less (expensive) mobile protection is needed  while in 
Iraq, for example, mobile protection for long journeys is common. Local regulation 
would also influence costs: in Libya, expats cannot provide mobile protection so it is 
based on locals who are not as expensive. By contrast, in Afghanistan, even the 
driver is an (expensive) expat. In Iraq, mobile details are usually mixed expats and 
locals while the team leader and medical staff within the teams are expats.103 
(83) The Notifying Party explained that the manned guarding services it provides in “high 
threa t regions” which include primarily mobile patrol and static security services , are 
typically priced locally.104 It noted that virtually all contracts are tendered and 
awarded individually on a country- by-country basis ( that is, not as part of a global 
contractual framework) and pricing is based on the location where the services are 
provided. For example, GardaWorld charges […] for B6 armoured vehicles in 
Afghanistan compared to Iraq and […] in Somalia.105 It explained that these r ates are 
influenced by differences in import duties, lifespan of the vehicle that varies 
significantly between countries because of the conditions and requirements of their 
operation in each country and supply availability in the country of operations .106 
Price dynamics are different for local guards. The rate of a local guard in Iraq is 
approximately […] than Afghanistan and […] than Somalia, reflecting differences in 
                                                 
98  See, for instance, minutes of a call of 17 November 2020 wi th a competitor (ID391), paragraph 12 or 
minutes of a call of 12 November 2020 with a customer (ID228), paragraph 15.  
99  See minutes of a call  of 17 November with a competitor  (ID391) , paragraph 12.  
100  See minutes of a call of 12 November 2020 with a cust omer  (ID228) , paragraph 15.  
101  See minutes of a call of 17 November 2020 with a customer (ID387), paragraph 16.  
102  See minutes of a call of 13 November with a customer (ID370), paragraph 12.  
103  See minutes of a call of 17 November 2020 with a customer (ID3 87), paragraph 16.  
104  In addition to the examples above, see also the Notifying Party’s response  to RFI -2, paragraph 5.  
105  See Form CO, paragraph 161.  
106  See the Notifying Party’s response  to RFI -2, paragraph 22.  
 
 
20 local labour costs.107 Expat guards are […] expensive in Iraq and […] expensive in 
Afghanista n compared to Somalia .108  
(84) The cost information provided by G4S support s this conclusion. G4S explained that 
cost differ s between countries due to in the first  place , market practices regarding 
leave provision that differ between countries (shorter rotations  require more 
personnel and higher costs) . In the s econd place , the costs of international flights to 
and from the country, taxation, visas and work permits etc . can vary. In the third 
place, the infrastructure on the ground can impact costs ( e.g. the immature road 
network in South Sudan can increase transport costs). In the fourth place , the specific 
threat associated with the project can affect risk premiums offered to employees and 
the level of protective equipment necessary for delivery.109 
(85) Final ly, the Commission notes  that there are local players who are active in the 
national markets and who provide high- risk security services. As indicated above by 
GardaWorld, s ome of these local players (who are different according to the specific 
country) compete against the bigger international companies during the tender 
process and have been able to also win tenders against these larger competitors.  The 
majority of market participants noted that in general local high -risk security services 
companies have i mproved significantly in past years and compete with international 
companies.110 In Iraq, for instance, market participants consider companies like 
Taaz, Al Hur rea, Al Murabit or Iraq Land as potentially meeting the necessary 
qualification criteria to be app roved to provide such services .111  
(86) From a demand side  perspective, first, the market investigation has demonstrated 
that customers such as, for instance, large multinational enterprises would in general 
look for security companies that already have the licenc e and necessary equipment 
and are already established in the country of operat ion because of the strict licens ing 
requirements and the infrastructure that is required in order to provide the services. 
Being already established in the country of operations  and having local expertise  is a 
significant advantage and clients have a strong preference for already established 
security companies.112   
(87) For instance, one market participant noted that they would be very reluctant to 
consider security companies that do not already have the necessary equipment (for 
example, weapons, ammunition, armoured vehicles, radio communication systems) 
in the country of operation because it is very difficult to procure the equipment in 
                                                 
107  See the Notifying Party’s response  to RFI-2, paragraph 24.  
108  See the Notifying Party’s response  to RFI -2, paragraph 25.  
109  See response of G4S to RFI -3, question 3.  
110  See, for instance, minutes of a call of 31 October 2020 with a customer (ID215), paragraph 13and minutes 
of a call of 29 Octo ber 2020 with a competitor (ID353), paragraph 14. The latter market participant also 
noted that customers may have preferences and, for instance, Chinese and Russian companies tend to 
work almost exclusively with security companies from their respective co untries.  
111  See, for instance, minutes of a call of 30 October 2020 with a customer (ID247), paragraph 10; minutes of 
a call of 12 November 2020 with a customer (ID228), paragraph 12; minutes of a call of 17 November 
2020 with a customer (ID387), paragraph  6 or minutes of a call of 12 November 2020 with a customer 
(ID377), paragraph 6.  
112  See, for instance,  minutes of a call of 2 November 2020 with a customer (ID218), paragraphs 6- 7; minutes 
of a call of 30 October with a customer (ID247), paragraph 5; minutes of a call of 12 November 2020 with 
a customer (ID228), paragraph 9; minutes of a call of 13 November 2020 with a competitor (ID368), 
paragraph 11.  
 
 
21 some countries. In Iraq, for instance, licences for armoured vehicles are valid only 
with the specific security company that applied for them and are not transferable. 
The equipment would have to be imported which is a complex and lengthy process. 
Therefore, customers would sometimes require a 100% guarantee that a security 
company has all necessary equipment at mobilisation (that is, the day the company 
takes responsibility for security)113 and will prefer companies that have proved their 
ability to operate in the country. One market participant indicated that they would 
only consider a company wi thout an already existing licenc e if the company could 
prove that it had taken the required steps and w as close to obtaining the licenc e.114  
(88) In the Commission’s understanding, there have been instances where an international 
security company had failed to have all licenc es and equipment in place at 
mobilisation and consequently could not fulfil all it s security tasks. From the point of 
view of the customer, it would therefore be an unnecessary risk to contract a security 
company that does not have all the necessary equipment already in the country of 
operations.115 This was confirmed by another market pa rticipant who stressed they 
would prefer a company that has already proved their ability to work in a certain 
high- risk country because if the security company could not be ready on time, 
activities would have to be stopped in the unsecured facilities and would create 
losses for the client.116 
(89) The Commission also understands that, as indicated by the Target, where equipment 
has already been in use in Iraq or Afghanistan, that equipment cannot be sold or 
transferred to another country (regardless of whether G4S RMG117 has an established 
presence there). In such circumstances, due to local export laws, the equipment must 
be surrendered to the Ministry of Interior in the host country according to the terms 
and conditions of the private security company licences. Th erefore, equipment will 
need to be imported from other not high- risk countries.118 
(90) Second, in the Commission’s understanding, the contracts are country specific even 
if the same security company is working with the same customer in different 
countries.119 For instance, according to market participants, different tenders would 
be run for high- risk security services in Iraq and in Afghanistan120 and the 
requirements in the contracts (and tenders) are tailored to the specific circumstances 
of the location and countr y of operation. One market participant indeed noted that 
“there is only one tender and one contract per country” .121 
(91) Third, the Commission notes that the high -risk security services market is a market  
where customers get offers from multiple suppliers (through tenders, for instance) 
with contracts that last anywhere between one year or more ( in general up to six 
years but typically for three years ). Regarding the tender procedure, the Commission 
                                                 
113  See minutes of a call of 2 November 2020 with a customer (ID218), paragraph 7.  
114  See minutes of a cal l of 9 November with a customer  (ID345), paragraph 12.  
115  See minutes of a call of 2 November 2020 with a customer  (ID218), paragraph 7.  
116   See minutes of a call of 31 October 2020 with a customer (ID215), paragraph 11.  
117  As mentioned above, see under pa ragraph 21 of this decision, G4S RMG is the business unit within G4S  
which provides high -risk security services.  
118  See G4S ’ response to question 5 of RFI 3.  
119  See minutes of a call of 30 October 2020 with a competitor  (ID276), paragraph 8.  
120  See minut es of a call of 12 November 2020 with a customer (ID228), paragraph 8.  
121  See minutes of a call of 29 October 2020 with a customer (ID294), paragraph 3.  
 
 
22 underst ands that the technical aspects are determined on the ground in each country 
and mainly by the local company entity operating in the country. This local company 
would also normally sign the contract with the security company. The tenders lay out 
the scope of work and set the prerequisites for international certificates and quality 
management standards. The evaluation of the tender is also generally performed in 
the country where the service will be provided, as it requires local technical 
expertise.122  
(92) For i nstance, one customer also noted that it procures high- risk security services 
through tenders that are sent to a group of pre -vetted security companies. Their 
responses are examined in parallel by its technical security team and a financial 
team. The company’s headquarters located in Europe may provide some assistance 
with respect to the financial side but overall tenders are run locally. The regional 
security team of the company that  is based outside the EEA is responsible for 
determining the technical security requirements in tenders and for assessing the 
responses to tenders. The contract is signed with the company’s subsidiary in Iraq.123 
(93) Another market participant indicated that tenders would start with a discussion with  
the relevant posts  in the country at stake to identify their security needs in order to 
prepare  the technical specification in collaboration between  the local posts and the 
headquarters.124 While a customer indicated that tenders are usually run by the EU 
location,125 another customer  also con firmed that it procures high- risk security 
services through tenders that are run from its regional headquarters outside the EEA. 
Depending on the entity bidding for the work, the company subsidiary formally 
signing the contract will be either the one located in the UAE or Iraq . The 
company’s regional security team would audit the facility and determine the security 
needs that would later be published in the tender.126   
(94) Consequently, the Commission notes that the role of the local business on the ground 
in the relevant hostile location would appear to be central in the preparation of the 
tender process, its evaluation as well as when signing the relevant contracts.  
(95) Final ly, the tender documents are complex and the majority of market participants 
indicated that the company would need to show  that they already have a licence to 
operate in the specific country. Only a  few market participants would consider a 
company without a licence and this would be only if the company could satisfy them 
that it had taken the required steps and could show a cl ear path to obtaining the 
licence.127   
(96) Based on the above, the Commission considers that high -risk security services are 
subject to regulatory regimes and customers choose suppliers based on their location 
and ability to provide services in the specific country rather than on their ability to 
provide services internationally.  
                                                 
122  See, for instance, minutes of a call of 17 November 2020 with a customer (ID387), paragraph 10 and 
minutes of a call of 12 November 2020 with a customer (ID228), paragraph 8.    
123  See minutes of a call of 2 November with a customer (ID218), paragraph 5.  
124  See minutes of a call of 9 November 2020 with a customer (ID345), paragraph 6.  
125  See minut es of a call of 29 October 2020 with a customer (ID294), paragraph 4.  
126  See minutes of a call of 31 October 2020 with a customer (ID215), paragraph 10.  
127  See minutes of a call of 9 November 2020 with a customer (ID345), paragraph 13.  
 
 
23  
4.1.2.3. Conclusion on the geographic market  
(97) Based on the above considerations and, in particular the presence of specific national 
regulations and licensing requirements , national standards as well as the need for 
local presence to be able to provide high -risk security services, the Commission 
concludes that the re are strong indications that the  geographic scope of the market 
for high- risk security services is  national. However, it can be left open, whether the 
geographic market is national or worldwide , as under both market definitions the 
Transaction w ould not raise  serious doubts.  
5. COMPETITIVE ASSESSMEN T 
(98) The Commission considers that irrespective of the appropriate market definition the 
Transaction does not give rise to competition concerns.  
(99) As a prelim inary observation however, the Commission considers that in view of the 
discussion above on market definition, in the present case it is unlikely that the 
competitive situation resulting from the Transaction relating to the provision of high-  
risk security  services in third countries such as Afghanistan and Iraq, can constitute a 
significant impediment to effective competition (“SIEC”) within the meaning of the 
Merger Regulation. In any case, even assuming that this is possible, in practice, in 
this particu lar case, this is not the case for the reasons explained below.  
5.1. Market shares do not raise concerns  
(100)  The Parties have provided several sets of market share estimation s according to the 
different possible product and geographic market definition s. In the abs ence of a 
commonly recognised definition of high- risk countries , the Notifying Party provided 
market shares estimation s for manned security services, the product market it 
considers relevant, for (i) the countries considered high- risk under the US 
governme nt’s World  Protective Services framework for purchasing security services 
abroad (ii) a wider geographic market that includes all of Africa and the M iddle 
East128 and (iii) a geographic market that includes Africa, the Middle East  and 
Afghanistan but excludes  countries that are not considered as high- risk.129 According 
to the Notifying Party’s estimates , the Parties’ combined shares of these potential 
markets are between 10 to 20% , well below the 25% ceiling up to which competition 
concerns are presumed not to arise.130   
(101)  The narrowest possible geographic markets on which both Parties overlap are Iraq, 
Afghanistan and a combination of both. These are the only countries in which G4S is 
proving high- risk security services131 and they are therefore also the only  two 
countries regarding which G4S provided extensive market share data in its different 
submissions. These two countries represent […]% of the revenues of the Notifying 
Party from the provision of manned  guarding services (including high- risk security 
                                                 
128  See Form CO, pa ragraph 151.  
129  See the Notifying Party’s response  to RFI -2, paragraph 17.  
130  See Commission guidelines on the assessment of horizontal mergers, recital 18.  
131  See “Second Submission” of G4S of 30 October 2020, paragraph 10.  
 
 
24 services) outside of North America .132 Iraq and Afghanistan are generally the largest 
markets for international security compani es for the provision of high- risk security 
services.133 According to G4S, market shares in Iraq and Afghanistan “are the best 
available proxy for the impact of the Transaction on the [worldwide]  market for the 
provision of high- risk security services.”134   
(102)  In the absence of external sources for market shares,  each of the Parties provided its 
best estimates that it compiled on the basis of the market intelligence available to it. 
The Parties’ market share estimates may over state their shares as they are mostly 
based on the opportunities they are aware of and may not cover the whole market . 
According to the estim ates of the Notifying Party, the Parties’ combined market 
share for the provision of manned guarding (including high- risk services) is 
below  20% in Iraq. In Afghanistan the Parties’ combined market share is estimated 
to be at [30 -40]%, (G4S: [0 -5]%) well below the 40% ceiling above which a 
concentration may typically raise competition concerns.135 In addition, the increment 
in the Notifying Party’s market share post-Transaction in Afghanistan would be 
modest. The Notifying Party estimates that the Parties ’ combined marke t share in a 
market encompassing both countries would be [20-30]% (G4S: [5 -10]%), that is  at 
the ceiling up to which competition concerns are presumed not to arise. Furthermore, 
according to the Notifying Party, the Transaction would represent a modest inc rease 
in its market share.  
(103)  G4S provided its own estimates of market shares in Iraq and Afghanistan referring 
only to the provision of high- risk security services. The market share calculations of 
G4S are based on the bidding data it was able to collect. G4 S considers its estimates 
to be highly confidential . It provided non- confidential ranges ( that can be cited in 
this decision ) regarding only its estimates of GardaWorld’s market share. It did not 
provide ranges  for its estimates of its own market share and  insisted that they remain 
confidential.  
(104)  G4S estimates  GardaWorld ’s market shares in the market for the provision of high-
risk security services to be in the range of 70- 80% [...] in Afghanistan, 30- 40% [...] 
in Iraq and 40- 50% [...] in both countries combined. G4S’ estimates its own market 
shares to be modest [...].136 In a later submission , G4S updated its estimates for the 
market combining the two countries, providing a slightly higher estimate for the 
market share of GardaWorld [...]  and a higher estimate of its own market share 
[...].137 
(105)  Although G4S estimate s the market shares of the Notifying Party to be high, the 
increment in the market share of the Notifying Party post -Transaction (that is G4S’ 
estimates of its own market shares) is small and incapable of bringing about a 
significant change in the position of the Notifying Party in Iraq and Afghanistan. In 
addition, the position of the  two other “Prime Providers” , Constellis and Control 
Risks, would remain essentially unchanged in the markets post -Transaction . 
                                                 
132  See the Notifying Party’s r esponse  to RFI -1, paragraph 19.  
133  See “Third Submission” of G4S of 18 November 2020, paragraph 14.  
134  See “Second Submission” of G4S of 30 October 2020, paragraph 11.  
135  Commission guidelines on the assessment of horizontal mergers, recital 17.  
136  “Second Submission” of G4S of 30 October 2020, Table 1 and Annex 2 . 
137  See response of G4S to RFI -4, figure 1.  
 
 
25 Furthermore, G4S also refer s to a group of other/local high- risk security companies 
representing together a significant market share [...]  responding to substantial part of 
demand. Overall, even according to G4S’ own estimates, a large share [...]  of high-
risk security services in Afghanistan and Iraq are offered by security companies 
other than the Parties.   
(106)  In a later stage of the procedure, G4S provided new estimates of market shares in 
Iraq and Afghanistan based on its proposal to identify two separate markets, one for 
complex, high- end high-risk security services and another for smaller, non- complex 
high- risk security services.138  
(107)  Although G4S identified the relevant market as complex, high -end high -risk security 
services, it argued that contrac ts with the US government, a significant customer in 
terms of number and value of contracts , should be excluded from the market share 
estimates (although they are part of the market) because G4S cannot compete on 
them as it is not a US  registered company.139 G4S estimated  that with respect to 
contracts  for complex, high- end high- risk security services ex cluding US 
government contracts, the share of the Notifying Party would be 60- 70% [...] and 
that of G4S [...]  slightly  higher than estimated in its earlier estimates noted in 
paragraph 104 above at footnote 137 .  
(108)  Moreover , G4S considered that the contracts in the segment  for complex, high- end 
high- risk security services with local customers should also be excluded from the 
market shares estimates because they are served exclusively by local security 
companies  (again, although they are part of the market as defined by G4S) .140 G4S’ 
position was therefore  that “the most appropriate proxy for assessing the full impact 
of the pr oposed transaction is the provision of high- risk security services to EEA 
customers in Iraq and Afghanistan with an ACV above EUR [...]  million. ”141 [...]. In 
that delineation, G4S estimates of the Parties ’ individual and combined market 
shares  are very similar to its estimates cited in paragraph 107 above  [...].142 
According to the estimates of G4S only the Prime Providers provide services to EEA 
customers. 
(109)  As noted above (as of paragraph 45), t he Commission does not agree with G4S’ 
view that the market sh ould be segmented between complex, high- end services and 
smaller, non- complex contracts. Furthermore, it finds inconsistencies in G4S’ 
presentation of market shares even within the terms of its own submission.  
According to the market definition proposed by G4S, US government contracts 
belong to the market for complex, high- end high -risk security services. T he fact that 
G4S is unable to compete on the contracts of the US Government is not enough by 
itself to exclude them from the market share calculations. The US government is a n 
                                                 
138  See response of G4S to RFI -4 and its “Third Submission” of 18 November 2020.   
139  See response of G4S to RFI -4, paragraph 9 and figure 2. US government contracts are open only to 
security companies that can show that they are not under foreign ownership, control or influence (FOCI). 
However, f oreign companies , such as GardaWorld for example,  can overcome this constraint by 
establishing proxy  boards or government approved Special Security Agreement that enable them to bid on 
this work.  See the Notifying Party’s response to RFI -4, paragraphs 16- 17 and m inutes of a call of 29 
October 2020 with a competitor  (ID353), paragraph 5.  
140  See response o f G4S to RFI -4, paragraph 18.  
141  See response of G4S to RFI -4, paragraph 19.  
142  See response of G4S to RFI -4, figure 3.  
 
 
26 important customer of high- risk security services that has significant effect on 
demand for these ser vices. Competitors of G4S in this  market compete for US 
government contracts and consequently supply in the market is affected.  
(110)  In the same vein , it is not clear why local customers should be excluded from the 
market share estimates only on the basis that they are served by local security 
companie s, moreover when considering that foreign customers would also operate in 
these countries  through a local entity. In fact, the bidding data provided by the 
Parties shows that both of them and other international security companies compete 
for local costumers.143 
(111)  Finally, it is not convincing to examine, as G4S suggests, market shares only with 
respect to EEA customers even though the market definition proposed by G4S is 
wider.  According to the estimates of G4S , only the four “prime providers” have won 
complex high- end high -risk security contract s with EEA customers . However, the 
bidding data provided by the Parties as well as respondents to the market 
investigation described below confirm that other international and local security 
companies compete on contracts with EEA customers.  About 20 [...] other 
international and local security companies have won contracts with EEA customers  
to provide such services in Iraq and Afghanistan, four of which won, what G4S 
refers to as  complex high- end contracts.144 About ten [...] additional companies 
competed on complex high- end contracts with EEA customers.145 Therefore, other 
international and local security companies operating in the same market as the P rime 
Providers exert a competitive constraint also w ith respect to EEA customers.  
(112)  As will be explained in deta il below, the results of the Commission’s market 
investigation, including the opinions of respondents, both customers and competitors 
active in the potential complex, high- end segment of the market  and including EEA 
and non- EEA customers, did not confirm G 4S’ views.  
(113)  Based on the bidding data provided by the two Parties, therefore allowing a more 
complete view of the market, the Commission calculated market shares for the years 
2018- 2020 for the different market delineations. In all delineations , G4S has 
negligible shares in Afghanistan [...].146 In a delineation including all high- risk 
security contract s, which the Commission considers to be the relevant delineation to 
examine the Transaction, the Parties ’ combined market share is below 30% in Iraq 
[...] and below 50% [...]  in both countries combined with a modest increment [...] .147 
In a delineation relating only to complex high- end contracts, the Parties’ combined 
market share is also below 30% [...]  in Iraq, below 50% in both countries combined 
[...] and the increment is modest [...] .148 
(114)  In conclusion, the different market shares estimates examined by the Commission do 
not raise by themselves competition concern s either because of the Parties’  modest 
combined shares or because of the small increment that the Transaction would 
                                                 
143 See Table 6 and Table 7  in the Commission Bidding Analysis.  
144  See Table 8 and Table 9 in the Commission Bidding Analysis.  
145  See Ta ble 10  in the Commission Bidding Analysis.  
146  See Table 11 and 12 in the Commission Bidding Analysis.  
147 See Table 11 in the Commission Bidding Analysis.  
148 See Table 12 in the Commission Bidding Analysis.  
 
 
27 represent. It is only under the far -reaching assumptions and overly narrow market 
definitions advanced by the G4S that market shares estimates and increments may 
give rise to competition concern s. However, G4S’ views were not suffic iently 
substantiated and in any case were not confirmed by the market investigation.   
5.2. Competition will remain strong post -Transaction  
(115)  The Transaction is not likely to change significantly the competitive position of 
GardaWorld in the market. The majority  of respondents to the Commission’s market 
investigation having expressed an opinion on the matter considered that the 
Transaction would not represent significant synergies or economies of scale that 
would strengthen the position of the merged entity in th e provision of high- risk 
services. In fact, several respondents were of the  view that with respect to high- risk 
security services, which are provided in complex environments , larger security 
companies may lack  the flexibility and responsiveness to tailor the services to 
specific customer  needs.149 This view is also confirmed by the Parties themselves, 
submitting that there are limited economies of  scale in the provision of high- risk 
security services across different countries.150 
(116)  Second, t he Notifying Party and respondents to the Commission market 
investigation have confirmed that post -Transaction a number of international 
security companies providing high -risk security services would remain active and 
would be able  to compete on tenders. Among them are the t wo remaining P rime 
Providers , Constellis  and Control Risks , but also Caliburn, SOC, Hart International, 
Pilgrims, Amarante , Erinys, and Reed.151 Customers responding to the 
Commission’s market investigation considered that  post-Transaction a sufficient 
numbe r of competitors will remain.152 
(117)  In addition,  competition from local companies appears to be  intensifying. There is a 
large number of local security companies in Iraq and Afghanistan .153 A number of 
respondents to the market investigation explained that the quality of services 
provided by local security companies has improved significantly during recent  years. 
Currently there are several local security companies that compete directly with the 
international security companies  and which, according to various respondents to the 
                                                 
149  See m inutes of a call of 31 October 2020 with a customer (ID215),  paragraph 13; minutes of a call of 
13 November 2020 with a competitor (ID368)  paragraph 15; minutes of the call of 2 November with a 
customer (ID218) , paragraph 9; minutes of the call of 30 Octob er 2020 with a competitor (ID276) , 
paragraph 13 ; minutes of a call of 30 October 2020 with a customer (ID247) , paragraph 11; minutes of a 
call of 12 November 2020 with a customer  (ID228) , paragraph 16.  
150  See the Notifying Party’s response  to RFI -2, paragraph 21; consolidated non -confidential response of G4S 
to RFI -3, paragraph 72.  
151  See Form CO, paragraphs 151 -153; minutes of a call of 9 November 2020 with customer (ID345) , 
paragraph 13; m inutes of a call of 13 November 2020 with customer (ID403) , paragra ph 11; minutes of a 
call of 12 November 2020 with customer (ID377) , paragraph 9; minutes of a call of 12 November 2020 
with a customer (ID228), paragraphs 9 and 16.  
152  See m inutes of a call of 31 October 2020 with a customer (ID215) , paragraph 13; minutes of a call of 
9 November 2020 with customer (ID345),  paragraphs 12 and 14; m inutes of a call of 13 November 2020 
with customer (ID403) , paragraph 11; minutes of a call of 30 October 2020 with a customer (ID247) , 
paragraph 10 . 
153  See Form CO, paragraph 174.  
 
 
28 market investigation  will be considered by customers.154 Among the names that were 
mentioned are Taaz, Al Murabit, Al Hurrea , Iraq Land and Falcon in Iraq ; and 
Saladin and Premiere in Afghanistan.155  
(118)  Local securi ty companies are considered cheaper than international companies and 
also benefit from policies of the local government s that favour them over 
international security  companies.  For example , it is easier and cheaper for local 
security companies to obtain li cences. Consequently, prices went down in recent 
years and international security companies face strong competition from local 
companies . As a result, the position of international companies in the local markets 
is expected to erode  in the coming years .156 
(119)  Furthermore, high- risk security contracts are concluded for  a relatively short period, 
from one to six years (including the option years)  but typically for three years.157 
When the term of a contract comes to an  end, customers arrange a competitive 
bidding process to choose a security company for the next term. Competing security 
companies have the opportunity to obtain the new contract and the incumbent 
security company is required to compete again in order to keep  it.158 Customers are 
sophisticated and well informed, employing in- house security experts. Tender 
conditions are demanding and customers vet the responding security companies 
closely.159 Customer s can and do switch between security companies.160 The bidding 
                                                 
154  See the Notifying Party’s response to RFI -4, paragraph 13 -14; minutes of the call of 2 November with a 
customer  (ID218) , paragraph 4; minutes of a call of 29 October 2020 with a competitor  (ID353), 
paragraph 14; minutes of the call of 30 October 2020 wi th a competitor (ID276) , paragraph 4; minutes of 
a call of 30 October 2020 with a customer (ID247), paragraphs 7 and 10 ; minutes of a call of 
12 November 2020 with a customer  (ID228),paragraph 11; minutes of a call of 31 October 2020 with a 
customer  (ID21 5), paragraphs 5 -7; minutes of a call of 12 November 2020  with a competitor  (ID374) , 
paragraph 10; m inutes of a call 12 November  2020  with a customer (ID377) , paragraph 6; minutes of a 
call of 17 November 2020 with a competitor (ID391), paragraph 10.  
155  See section on closeness of competition below as well as m inutes of a call of 12 November 2020 with a 
customer  (ID228) , paragraph 12; minutes of a call of 31 October 2020 with a customer  (ID215)  , 
paragraph 5; minutes of the call of 17 November 2020 with a  customer  (ID387) , paragraph 5; response of 
G4S to RFI -4, paragraph 20; Form CO, paragraph 174; the Notifying Party’s response to RFI -4, 
paragraph  13-14. 
156  See m inutes of a call of 3 November 2020 with a competitor  (ID355), paragraph 5; minutes of the cal l of 
30 October 2020 with a (ID276) , paragraphs 9; minutes of a call of 30 October 2020 with a (ID247), 
paragraphs 7 and 11; minutes of a call of 31 October 2020 with a customer (ID215) , paragraph 13; 
minutes of the call of 17 November 2020 with a customer  (ID387) , paragraphs 9, 15, 17 ; minutes of a call 
of 29 October 2020 with a customer (ID294), paragraph 6.  
157  See m inutes of a call of 31 October 2020 with a customer  (ID215), paragraph 10; Minutes of a call of 
9 November 2020 with customer (ID345) , paragraph 2; minutes of the call of 17 November 2020 with a 
customer  (ID387) , paragraph 14, minutes of the call of 2 November with a customer  (ID218) , 
paragraph  5; minutes of a call of 29 October 2020 with a customer  (ID294) , paragraph 3; minutes of a cal l 
of 30 October 2020 with a customer  (ID247) , paragraph 8; minutes of a call of 12 November 2020 with a 
customer  (ID228) , paragraph 14.  
158  See m inutes of a call of 29 October 2020 with a customer  (ID294) , paragraph 5; minutes of a call of 
9 November 2020  with customer (ID345), paragraph 10.  
159  See m inutes of the call of 17 November 2020 with a customer (ID387) , paragraphs 4 and 10; minutes of 
the call of 2 November with a customer (ID218) , paragraphs 5 and 8; minutes of a call of 29 October 2020 
with a cus tomer (ID294) , paragraphs 2 and 5; minutes of a call of 30 October 2020 with a customer 
(ID247) , paragraph 5; minutes of a call of 9 November 2020 with customer (ID345) , paragraphs 6 -12; 
minutes of a call of 12 November 2020 with a customer (ID228), parag raph 8; minutes of a call of 
31 October 2020 with a customer (ID215), paragraphs 9 and 10; minutes of a call of 13 November 2020 
with customer (ID403) , paragraphs 3 and 5.  
 
 
29 data for the years 2018 -2020 provided by the Parties shows that in close to two 
thirds  of tenders where  it can be said with certainty whether the incumbent was 
changed or remained, customers switched security companies.161 GardaWorld itself  
was replaced  in […] [...]  of contracts in which it was the incumbent.162  
5.3. The Parties are not close competitors  
(120)  The bidding data provided by the Notifying Party shows  that various security 
companies can be considered close r competitors to the Notifying Party and that G4S 
exerts only a limited constraint on it . In Afghanistan, G4S is only the sixth closest 
competitor in terms of number of tenders participated.163 From a total of […] 
tenders, G4S  only participated in […], fewer  than Constellis (at least […]), Ree d 
([…]), Caliburn ( […]), SOC ( […]) and Hart Security ( […]). GardaWorld also 
competed in tenders against  a local company, Premiere ( […]). Furthermore, 
Constellis won […]% of the estimated value of the contracts which GardaWorld lost 
in Afghanistan, while G4S did not  win any. In Iraq, from a total of […] tenders, the 
closest competitor of the Notifying Party is Constellis ([…]), followed by Control 
Risks ( […]), Caliburn ( […]), Reed ( […]), SOC ( […]) and G4S ( it participated in 
[…] of those tenders ) as sixth  closest com petitor. Furthermore, various local 
suppliers participate such as Al Murabit ([…]), Falcon ( […]) and VSC Security 
([…]). Of the contracts lost by the Notifying Party ( […]),  less than […]% of the lost 
contract value  went to G4S . Therefore, i n a market encom passing both Iraq and 
Afghanistan G4S is only the sixth closest competitor to GardaWorld based on the 
number of tenders in which they have participated.   
(121)  The Commission also received bidding data from  G4S. The addition of this data 
provides  a more complete picture of the tenders in which G4S also competed. 
Analysis of the two bid ding data sets together , shows that with respect to the tenders 
on which GardaWorld competed there were several security companies that 
competed with GardaWorld significantly more times than G4S . Other security 
companies, including local companies, competed with Gard aWorld on a similar 
number of tenders as G4S. This holds true when examining each of Afghanistan and 
Iraq separately and when examining both countries com bined. [...]164 
(122)  The above analysis of the bidding data shows that there is a limited restraint of G4S 
on GardaWorld and post -Transaction there will remain other , close r and strong 
competitors that will constrain the merged entity .  
5.4. Respondents did not raise concerns  
(123)  Overall, respondents to the market investigation were not concerned about  the 
Transaction. None of the customers responding to the market investigation raised 
specific competition concerns with respect to the Transaction . Half of the customers 
expressed the view that the Transaction will not adversely affect competition. They 
                                                                                                                                                      
160  See m inutes of a call of 30 October 2020 with a customer  (ID247), paragraph 8; minutes of a call of 9 
November 2020 with customer (ID345) , paragraph 7;  minutes of a call of 3 November 2020 with a 
competitor (ID355), paragraph 11.  
161 See Table 13 in the Commission Bidding Analysis.  
162 See Table 14 and Table 15 in the Commission Biddin g Analysis.   
163 See the Notifying Party’s response to RFI -1, paragraphs 17 to 29.  
164  See Table 16 in the Commission Bidding Analysis.   
 
 
30 explained that they do not believe that the Transaction will improve GardaWorld’s 
ability to compete in the provision for high -risk security service s, that they believe 
that there will remain a sufficient number of competitors and that local security 
companies backed by their governments are increasingly competitive.165 The other 
half of customers did not express an opinion on the effects of the Transaction on 
competition .166 The majority of competitors responding to the market investigation 
also confirmed that the Transaction w ould not affect their ability to compete.167     
5.5. Conclusion on competitive assessment  
(124)  In view of the above considerations and all e vidence available to it, the Commission 
considers that the Parties will face sufficient competition in the market for high- risk 
security services post -Transaction and that the competitive constraints on the Parties 
would be sufficient. The Commission there fore concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market with respect 
to the horizontal effects in the market for high- risk security services under any of the 
plausible geographic market definitions  considered.   
6. CONCLUSION  
(125)  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  
                                                 
165  See m inutes of a  call of 2 November with a customer  (ID218) , paragraph 9; minutes of a call of 
30 October 2020 with a customer  (ID247) , paragraph 11; minutes of a call of 31 October 2020 with a 
customer  (ID215) , paragraph 13; Minutes of a call of 9 November 2020 with customer (ID345) , paragraph 
14; minutes of a call of 13 November 2020 with customer (ID403), paragraph 11.  
166  See m inutes of a call of 29 October 2020 with a customer (ID294) , paragraph 7; minutes of a call of 
12 November 2020 with a customer  (ID228) , paragraph 16; minutes of a call of 13 November 2020 with 
customer (ID370) , paragraph 13; Minutes of a call of 12 November 2020 with customer (ID377), 
paragraph 11; minutes of the call of 17 November 2020 with a customer  (ID387), paragraph 17.  
167  See m inutes of a call of 13 November 2020 with a competitor (ID368), paragraph 15; m inutes of a cal l of 
3 November 2020 with a competitor (ID355), paragraph 6; minutes of the call of 30 October 2020 with a 
competitor (ID276), paragraph 13, m inutes of a call of 29 October 2020 with a competitor (ID353), 
paragraph 16.