Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 25.10.2021  
C(2021 ) 7823   final 
PUBLIC VERSION  
 
 
VINCI S.A.  
1 cours Ferdinand de Lesseps  
92851 Rueil -Malmaison  
France   
Subject : Case M. 10314  – VINCI S.A. / ENERGÍA Y SERVICIOS DINSA II  
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 20 September 2021 , the European Commission received notification of a 
proposed concentration pursua nt to Article 4 of the Merger Regulation by which 
Vinci S.A. (France), the ultimate parent company of the Vinci group (‘Vinci’  or 
‘Notifying Party’ ), will acquire sole control  within the meaning of Article 3(1)(b) of 
the Merger Regulation  over Energía y Servicios DINSA II, S.L.U.  (‘ACS ES ’ or the 
‘Target’, Spain), by way of purchase of shares (the ‘Transaction ’) from ACS 
                                                 
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’).  
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has been replaced by ranges of figures or a 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 Servicios Comunicaciones y Energía, S.A3. (Vinci and ACS ES  are designated 
hereinafter as the ' Parties ' to the Transaction .) 
1. THE  PARTIE S  
(2) Vinci is a diversified group active in concessions and infrastructures (e.g. motorways 
and airports); building, public works and civil engineering; energy and information 
technology services; and road works. In relation to energy, Vinci offers services in  
the fields of electrical engineering (electrical and telecommunications networks, 
power supply and others), air -conditioning/thermal engineering services (heating, 
cooling, air treatment and others) and mechanical engineering (automation, 
instrumentation and control systems).  
(3) ACS ES has two business lines: industry support services (mainly aimed at industrial 
maintenance contracts and services) and integrated projects (focusing on the 
development of engineering, procurement and construction projects relate d to 
energy, including the development of projects related to renewable energies and the 
oil and gas sector).  
2. THE  CONCE NTRATION  
(4) The Transaction consists of the acquisition by Vinci of 100% of the shares of ACS 
ES. Upon completion of the transaction, Vinci will exercise sole control over ACS 
ES.4 
3. UNION  DIME NSION  
(5) The undertakings concerned have a combined aggregate worldwide  turnover of more 
than EUR 5 000 million  (Vinci: EUR 44 707 million; ACS ES: EUR […], million)5. 
Each of them has a  Union -wide turnover in excess of EUR 250 million  (Vinci: EUR 
[…] million; ACS ES : EUR […] million) , but they do not achieve more than two -
thirds of their aggregate U nion-wide turnover within one and the same Member 
State. The notified operation therefore has a U nion dimension .  
4. MARKE T DE FINITION  
(6) The Parties ’ activities  overlap horizontally in the provision of (i) electrical 
engineering services, (ii) mechanical engineering services, (iii) thermal and air -
                                                 
3  Publication in the Official Journal of the European Union No C 398, 1.10.2021, p. 23.  
4  Grupo ACS and VINCI S.A. have also agreed to the creation – conditional upon the closing of the 
Transaction – of a joint -venture owned […]% by Vinci and […]% by Grupo ACS under the sole control 
of the former. The purpose of the JV is, for a minimum term of eight years and six months, the acquisition 
from ACS ES, operation, asset management and optimisation of renewable energy  production assets 
developed and connected to the grid by ACS ES . 
5  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
3 conditioning engineering services, (iv) IT services, (v) construction ser vices and (vi) 
Engineering, Procurement and Construction  (EPC) of onshore Oil & Gas projects.6  
(7) Considering all plausible product and geographic market definitions , the Transaction 
could only give rise to horizontally affected markets in the fields of elec trical and 
mechanical engineering  services . 
4.1. Relevant markets  
4.1.1.  Electrical engineering services  
4.1.1.1.  Product market definition  
(8) Electrical engineering services include services on electrical and telecommunication 
networks, substations, voice data -image, power supply, public lighting, etc. In its 
previous decisions, the Commission has distinguished between the provision of (i) 
electrical, (ii) mechanical and (iii) thermal/air -conditioning engineering services, 
although it left the precise market definition open .7 
(9) Within electrical engineering services, the Commission has considered the 
possibility of further sub -segment ing the market  depending on (i) the type of 
business (residential/non -residential); (ii) the type of work 
(installation/maintenance); and (iii) the nature of the service 
(infrastructures/industry/tertiary sector).8  
(10) Moreover, the Commission has considered that engineeri ng services on (i) 
telecommunication networks, (ii) substations, and (iii) power lines  might constitute 
distinct markets.9 Finally, the Commission has also considered in past decisions 
potential distinct markets for engineering services on public lighting,  including street 
and public place lighting, traffic signals, and the illumination of places, monuments 
and buildings, distinguishing between installation and maintenance services.10  
(11) The Parties generally agree with the Commission ’s practice, without takin g a firm 
view on the exact product market definition.11 Within the provision of engineering 
services for power lines, however, the Parties indicate that a possible further sub -
                                                 
6  Vinci also provides electrical and mechanical engineering installation or maintenance, as well as 
construction services, that hypothetically could be sourced by the Target for its EPC services for wind 
farms, photovoltaic farms and offshore oil and gas fac ilities. Vinci provides services which are not EPC 
specific, and the Target is only active in Spain and, to a lesser extent, in Denmark and Germany. Even if 
this hypothetical link could be considered as a vertical relationship, the Transaction would not gi ve rise to 
affected markets . ACS ES’  shares in the downstream markets do not exceed 10% in any geog raphic 
market, Vinci does not offer EPC specific services, and its market shares regarding electrical or 
mechanical servi ces are far below 30%.   
7  Case COMP/M.5701 – VINCI/CEGELEC, Case COMP/M.6623 – VINCI/EVT.  
8  Case COMP/M.9270 – VINCI AIRPORTS / GATWICK AIRPORT, §21; Case C OMP/M.6623 – VINCI / 
EVT, §7 et seq .; Case COMP/M.5701 – VINCI / CEGELEC §9 et seq.; Case COMP/M.6623 – VINCI / 
EVT §8 and Case CO MP/M.2447 – FABRICOM / GTI §20.  
9  Case COMP/M.6623 – VINCI / EVT §10 and Case COMP /M.5701  VINCI / CEGELEC §22 -24.  
10  Case COMP/M.7137 – EDF / DALKIA EN FRANCE, §13 2; Case COMP/M.5464 - Véolia Eau/Société 
des eaux de Marseille/Société des eaux d’Arles/Société Stéphanoise des eaux, §37.  
11  Form CO paragraph 144.  
 
4 distinction could be made between overhead and underground power lines.12 The 
Commission ’s decisional practice  has not considered such a distinction .  
(12) The market investigation showed that competitors were divided as to whether the 
provision of electrical services to infrastructures13 should be further segmented (e.g. 
distinguishing, for instance, between installation/maintenance of public lighting 
infrastructure, installation/maintenance of power lines, etc.) ,14 although the majority 
of customers that expressed a view considered that no further segmentation would be 
necessary.  
(13) However, when it comes to the provision of engineering services for power lines, the 
majority of competitors and customers were of the view that it was appropriate to 
distinguish by type of voltage (between high – above 50 000 volts, and medium/low  
– below  50 000 volts ).15 One competitor, for instance, indicated as follows: “High 
voltage request specific plant, heavy equipment, staff & labor force being highly 
trained, not necessary for low or medium voltage. Profile of workers, equipment, 
software, plant ar e completely different ”.16 Other customers expressed similar 
opinions, and one of them stated that whereas there are some companies specialised 
in the provision of services for high -voltage lines, others cover the whole range of 
services.1718 
(14) As to a possible distinction between services concerning, on one hand, the 
installation and, on the other hand, the maintenance of power lines, all competitors 
that expressed a view indicated that they carry out both installation and maintenance 
                                                 
12  Form CO, paragraphs 254.  
13  The only area that could potential ly give rise to affected markets . 
14  Competitors Q4, customers Q4 . 
15  Competitors Q5, customers Q5.  
16  Competitors, Q.5.  
17  Customers, Q.5.  
18  As to a possible distinction between underground and overhead within each high and medium -low voltage 
lines, the Notifying Party submits that in France calls for tenders for high voltage overhead and 
underground electrical lines are is sued separately by the two customers in the market (RTE and EDF SEI) 
and market shares are provided separately at national level (the Notifying Party is not able to estimate the 
Parties’ market shares separately for each overhead and underground at a regio nal level, but it indicates 
that to its knowledge, all competitors active in France are able to answer calls for tenders regarding both 
overhead and underground works in all regions of France where the Parties’ activities overlap). In France, 
the Parties’ activities do not overlap in medium -low voltage lines and, therefore, a possible distinction 
between underground and overhead lines is not relevant. As regards Spain, the Notifying Party submits 
that the calls for tenders do not distinguish between overhea d and underground works and are therefore 
jointly tendered, and thus, such distinction is not relevant. In high voltage lines, the Notifying Party 
submits that such distinction would in any case have no relevant impact as the proportion of the market 
relating to underground high voltage line works is negligible. In medium -low lines, the Notifying Party 
submits that in any case such a distinction is also not relevant for the competitive assessment as the teams 
delivering services related to medium and low vo ltage electrical lines services perform services on both 
overhead and underground lines during the same day, notably because the line cables are thin (much 
thinner and easier to handle than cables for high voltage lines) and installed on already existing p oles for 
overhead lines and inside already existing ducts for underground lines (reply by the Notifying Party to RFI 
9 of 22 October 2021). The customers and competitors consulted by the Commission in the market 
investigation pointed to relevance of the di stinction between high and low -medium lines as there are 
differences in demand (different customers) and the structure of supply between these two types of lines. 
None of the market players pointed to the relevance of a distinction between overhead or unde rground 
lines, which are tendered by the same customers.  
 
5 works .19 A slight majority of customers indicated that they contract installation and 
maintenance services in the same contract20 and that most contractors cover both 
types of works.21 One customer explained that installation and maintenance are very 
similar, that they  often involve the same type of works , only with a difference  in 
their urgency, and that the staff and resources employed by companies can be used in 
both.22 
(15) The Commission considers that , for the purposes of this Decision, it can be left open 
whether the provision of electrical engineering services should be sub -segmented 
according to the type of business, the type of wo rk or the nature of the service;  
whether distinct product markets should be considered for telecommunication 
networks, substations, power lines or public lighting;  or whether power lines should 
be further sub -segmented according to the type of voltage  or between overhead and 
underground power lines , as the Transaction does not raise serious doubts as to its 
compatibility with the internal ma rket under any of the plausible product market 
definitions .  
4.1.1.2.  Geographic market definition  
(16) In its previous decisions, the Commission has considered that the geographic scope 
of electrical engineering markets was at least national, although the precise 
definition was ultimately left open.23 While it is true that in one case concerning 
France the Commission considered both national and regional shares due to the 
existence of national players,24 the market investigation in that same case suggested 
that the geogra phic scope for the provision of services to power lines was most likely 
national because the competitive conditions were similar throughout France.25  
(17) The Notifying Part y consider s the markets to be , at least , national in scope.26 
(18) In the market investigation , the majority of competitors were of the view that 
companies active in electrical engineering services are typically present at national 
level and that prices are essentially the same throughout the national territory.27 The 
majority also indicated that the market for the installation/maintenance of electrical 
infrastructures should be viewed as national, with one competitor even indicating 
that it could be even EEA -wide or wider.28 The majority of customers also agreed 
that most companies active in electr ical engineering  services are present at national 
level.29 One of the main customers in Spain also stated that “ most of our suppliers of 
                                                 
19  Competitors, Q.6. One competitor, however, stated that they need to sub -contract certain works in high  
voltage power lines.  
20  Customers Q7.  
21  Customers Q6.  
22  Customers Q.7  
23  COMP/M.2447 – Fabricom / GTI, paras. 17, 25, 27 -28; Case COMP/M.3653 – Siemens /VA Tech, paras. 
445-446.  
24  COMP/M.5701 - VINCI / CEGELEC, para. 53.  
25  COMP/M.5701 – VINCI / CEGELEC, para. 33, COMP/M.6623 - VINCI/ EVT BUSINESS, paras 14 -15.  
26  Form CO, p aragraph 150.  
27  Competitors, Q8 and Q10.  
28  Competitors, Q1 1 
29  Customers, Q9. Even the ones who considered that most service providers are regional explained that 
“most […] suppliers are local companies. Nevertheless, national companies such as Vinci and  Eiffage, 
 
 
6 electrical engineering services cover the national territory. Some big corporations 
may have companies that operate in d ifferent countries ”. The replies provided by 
customers were also inconclusive as to whether quoted prices differ significantly in 
different areas within Spain and/or France. One of the main customers in Spain 
explained that “ prices show v ery little variati on from one region to another. These 
variations might be slightly higher in islands with respect to continental territory, 
due to the location and isolation ”.30 In any case, the majority of customers also 
consider that the market is national.31 
(19) In conclusion , according to the market investigation the geographic scope of the 
provision of electrical engineering services, in particular for power lines, is most 
likely national although , for the purposes of this Decision, it can be left open 
whether the market should be defined as national or regional, as the Transaction does 
not raise serious doubts as to its compatibility with the internal market under either 
geographic market definition.  
4.1.2.  Mechanical engineering  services  
(20) In the mechanical engineering services field, the Commission has considered in its 
past decisions further sub -segmenting the market distinguish ing by type of work 
(installation/maintenance) , type of business  (residential/non -residential), and the  type 
of customer (infrastructures/industry/tertiary) , although the precise market definition 
has ultimately been left open .32 The Parties do not contest the Commission’s past 
practice.   
(21) As regards the geographic market definition, the Commission has in the  past left 
open whether the market should be considered national or regional.33 The Notifying 
Parties submit that the provision of mechanical engineering services is national.  
(22) For the purposes of this Decision, it can be left open whether the provision of 
mechanical engineering services should be sub -segmented according to the type of 
work , the type of business  or the type of customer and whether the market should be 
defined as national or regional, as the Transaction does not raise serious doubts as to 
its compatibility with the internal market under any product or geographic market 
definition.  
5. COMPE TITIVE ASSE SSME N T 
(23) The Transaction would not give rise to any affected markets at national level 
according to the market definitions and the different segmentations considered by the 
Commission in the past.  
                                                                                                                                                      
although a minority in number, may represent a significant part of the volume of purchases in certain 
territories ”. 
30  Customers, Q11.  
31  Customers, Q12.  
32  COMP/M.9270 – VINCI AIRPORTS / GATWICK AIRPORT, §21; Case COMP/M.6623 – VINCI / 
EVT, §7 e t. seq.; Case COMP/M.5701 – VINCI / CEGELEC §9 et seq.  
33  Case COMP/M.5701 – VINCI / CEGELEC §§28 – 32. 
 
7 (24) However, considering narrower segmentations, a number of affected market s would 
arise in the areas of electrical engineering services and mechanical engineering 
services . 
5.1. Electrical engineering services  
(25) In Spain , on a broader market for maintenance services for  electrical infrastructures , 
there would not be an affected market at national level, but two regional markets 
would be affected: Andalucía and Extremadura.  
(26) As regards services for power lines, i f a distinction is made according to the voltage 
of the power lines  (i.e. between high voltage power lines above 50 000 volts, and 
low and medium voltage power lines below 50 000 volts) , there would be an 
affected national market (for  maintenance services for  medium and low voltage 
electric lines ). And i f the markets were to be defined regionally , there would be a 
number of affect ed regional markets : 
(a) Installation and maintenance  services - taken together – for low and medium 
voltage power lines (Andalucía, Aragón, Balearic Islands, Canary Islands, 
Catalonia and Extremadura) ; and  
(b) If the services ’ market s are considered more narrowly  (i.e. distinguishing 
between  installation and maintenance):  
– for installation  services of high voltage power lines (Aragón, Asturias, 
Castilla La Mancha, Catalonia, Madrid and Valencia),  
– for installation  services of low and medium voltage power lines 
(Anda lucía); and  
– for maintenance  services of low and medium voltage power lines 
(Andalucía, Aragón, Balearic Islands, Canary Islands, Catalonia and 
Extremadura).  
(27) In France , as regards services for power lines, if a distinction is made between 
overhead and underground lines  within high voltage lines (the only type of lines 
where the Parties ’ activities overlap) , there would be affected national markets for 
the installation of (i) overhead and (ii) underground power lines. And i f a distinction 
is made according to the voltage of the power lines and the markets were to be 
defined as regional , two regional markets would be affected  for the installation  of 
high voltage power lines : Centre -Val de Loire and Corsica .  
5.1.1.  Spain  
(28) Table 1 below shows the Parties’ market shares in Spain in 2019 and 2020 for all 
plausible affected markets.34 
 
                                                 
34 In Spain, overhead and underground power lines are tendered jointly (see footnote 18). 

 
9 and the high volatility of market share ; and fourth, that customers have bargaining 
power.36   
(B) The Commission’s  assessment  
(30) In Spain, there could be affected markets at national and at regional level  (see Table 
1 Market shares for the Parties in Spain , 2019 -2020 above) . 
(B.i) National level  
(31) At a national level, there would be only one potentially affected market, the 
maintenance of low and medium vo ltage power lines. T he Parties  had a combined 
market share of [30-40]% in 2020 (varying from [40-50]% in 2018 and [30-40]% in 
2019). Both Parties hold a similar position on this market (e.g. in 2020 Vinci’s share 
was [20-30]% whereas ACS ES’ share was [10-20]%). The Parties’ market shares 
over the previous years illustrate that ACS ES’ position is on a consistent downward 
trend, and there are a number of competitors with equivalent capacity and market 
position as that  of the Parties (e.g. Elecnor has a 15-25% market share, Eiffage has a  
10-20% market share, and other competitors such as FCC Industrial, Ametel or 
Siemsa, all with shares between 0 -10%). The internal d ocuments provided by the 
Parties confirm the existence of a large number of competitors.37  
(32) Even if shares at a national level are less volatile than regional shares (precisely 
because when a service provider wins a regional contract and loses another one in a 
different region, the effect of volatility is mitigated at national level), there are 
substantial variations from one year to another. For example, ACS ES lost more than 
[5-10] percentage points in only two years (its market share declined  from [20-30]% 
to [10-20]% between 2018 and  2020). Such variations are explained by the fact that 
the P arties’ shares depend on very few large customers (notably Iberdrola, Endesa 
and Naturgy) and concrete projects, on the way that clients tender and on the results 
of each call for tender.  
(33) The Parties provided tendering data for the last four years showing that contracts are 
generally awarded for a period of two or  maximum  three years, which explains the 
share volatility in relatively short periods. Such tender data also shows that the 
number of competitors participating  in each of these tenders is large, with more than 
ten or even twenty bidders each time , including large service providers active in 
Spain such as Elecnor, Eiffage or FCC Industrial.  
(B.ii) Regional level  
(34) At regional level, there would be potentially affected markets in a number of regions 
in installation and maintenance combined,  and in instal lation and in maintenance  of 
low and medium voltage lines separately . 
                                                 
36  The high volatility of market shares is illustrated by the situation in Andalucía (the only region where the 
Parties’ combined market in installation and maintenance exceeds [30-40]%) where th e Parties combined 
market share in 2019 was [40-50]%, which then substantially dropped by more than ten points in 2020. 
Moreover, the Target lost the contracts it had in this region in January 2021, which means that its share 
estimation for 2021 would be c lose to [0-5]%.  
37  See presentation provided as Annex 5.4.c […] . 
 
10 (35) As regards installation and maintenance  of low and medium voltage lines combined , 
six affected regional markets would arise in 2020 (A ndalucía, Aragón, Balearic 
Islands, Canary Islands, Catalonia and Extremadura, see Table 1 above). In none of 
those markets the combined market shares were above 35%. In three regions, the 
increment was low or negligible (in any case below 5%), and in the other three 
regions the increments were between [5-10]-[10-20]%. Market shares appear also to 
be volatile, with fluctuations of up to 21 percentage points between 2019 and 2020.  
(36) As regards installation  of low and medium voltage lines, only one regional aff ected 
market would arise in 2020 (Andalucía, see Table 1 above). The combined market 
share was moderate ( [20-30]%), and the increment was below 10%.  
(37) As regards maintenance  of low and medium voltage lines , it is true that mar ket 
shares are high in some regi ons. However, t he Commission considers that, in the 
unlikely scenario that the markets for the maintenance of medium and low voltage 
electric lines were to be defined as regional, the Transaction would also not give rise 
to serious doubts as to its compatibility with the internal market , for the following 
reasons (besides those explained  in relation to the national market in paragraphs 
(31)-(33) above):  
(38) First, in some regions with high market shares (Aragón, Canary Islands), the market 
share increment would be very limited or negligible. In Aragón, the combined 
market share was very high in 2020 ( [60-70]% but the increment was less than 5% 
(ACS ES’ share was [0-5]%). Moreover, in 2019 the market shares were drastically 
different: The combined market share was almost half of that in 2020 ([30-40]%), 
with similar individual market shares by both Parties (between [10-20]%), which in 
only one year more than […] in the case of Vinci and were divided by six in the case 
of ACS ES. In the Canary Islands, the combined market share was [70-80]% in 
2020,  with a negligible increment of [0-5]%. Moreover, in all these regions there are 
various competitors with equivalent capacity to that of the Parties which pose an 
effective constraint, as shown by the fact that their estimated market shares for 2021 
indica te that the Parties , in some instances, have  negligible positions or were  even 
driven out of those markets in just one year and despite their 2020 market shares 
(e.g. in Extremadura).38 
(39) Second, the substantial  market shares’ fluctuation  (see paragraphs (32)-(33)) is 
indicative of contestable or  challengeable market positions, which can vary greatly 
                                                 
38  E.g. in 2021 the Parties identified strong competitors in the regions with higher combined market shares. 
For instance, in Andalucía, there are various competitors holding an estimated m arket share between 0 -
10% and Elecnor has an estimated market share of 20 -30%. In Aragón, UTE PSC -Ullastres holds an 
estimated market share between 40 -50%. In the Balearic Islands Elecnor holds an estimated market share 
between 40 -50%. In the Canary Island s, also Elecnor holds an estimated market share of 30 -40% and UTE 
PSC-Ullastres holds an estimated market share of 10 -15%. In Catalonia, Elecnor also has an estimated 
market share of 30 -40%, while Comsa and Melfosur have estimated market shares of 0 -20% an d 0-10% 
respectively. In Extremadura Ametel is expected to hold a market share of 70 -80% and UTE Mopael a 
market share of 20 -30% (implying that the Parties’ market shares in 2021 are minimal or non -existing in 
that region).  According to the Notifying Party , 2021 market share estimates were prepared by ACS ES 
based on Endesa’s tenders (which correspond to the regions of Andalucía, Aragon, Balearic Islands, 
Canary Islands and Catalonia) and Iberdrola (Extremadura). The Notifying Party explains that c urrently 
there is still a tender in process in 2021 that affects Catalonia and Andalucia, but the  attribution  of 
this tender  will not have any effect until  mid-2022, and the outcome is uncertain. Moreover, the Notifying 
Party considers that according to the bidding  conditions for these two regions organised by Endesa, no 
winning company will be able to obtain a volume larger than a 25% market share for both regions.  
 
11 very rapidly (i.e. from one year to the next) . In Andalucía, for instance, the Parties’ 
combined share was [60-70]% in 2019 and [40-50]% in 2020, i.e. it decreased by 
[10-20] percentage points . In Ext remadura, the shares ’ fluctuation was even more 
prominent : the Parties lost [30-40] percentage point s in only one year. Conversely, in 
Aragón, the combined market share increased by [30-40] percentage points  in one 
year, and the Balearic Islands by almost [60-70] points . In the  Canary Islands the 
volatility is even more pronounced: T here were no affected markets  in 2019 and the 
combined market share was [70-80]% in 2020. This shows, as confirmed by the 
market investigation, that high market shares in a region in a given year are the result 
of the adjudication of certain works but do not imply a stable or incontestable 
position of market power.  
(40) Third, the information provided by the Parties on tenders organised by customers in  
the last four years in these specific regions (see also paragraph (33)) confirms this 
contestability. During the period  considered in this tender dat a, there were  [40-50] 
tenders , all concerning contracts of very short duration (mostly two years and at 
most three years in a few instances). N umerous bidders participated in each of those 
awards (often more than 10 and in some occasions even more than 20) ,39 and there 
were  a non -insignificant amount of tenders in which only one of the Parties 
participated ( [10-20] out of the  [40-50] tenders on which the Partie s submitted 
information).  
(41) Fourth, the results of the market investigation suggest  – in line with the Parties’ 
submission s and the Commission’s precedents – that the dividing line between 
maintenance and installation is not clear -cut, as customers often source maintenance 
and installation services either through the same contracts or to the same market  
players. The market investigation suggested that many companies provide services 
in both fields  (see paragraph (14) above) , which means that even if  installation and 
maintenance were considered separate products markets, there might be at the very 
least a certain degree of out -of-market competition , since the Parties would face 
competitive pressure from the companies active in the other segment which are 
ready to satisfy demand in both areas . The tendering data provided by the Parties 
also demonstrates this, showing that the scope of most requests for quotation 
included both installation and maintenance works.  
(42) In this regard, the Commission notes that , as shown in Table 1  above, the Parties’ 
combined market shares in these regions in a segment combining both maintenance 
and installation  works for medium and low voltage electric lines are lower or 
significantly lower than the shares considering only main tenance.40 This indicates  
the existence of out -of-market constraints , i.e. that companies with high shares in 
one region would face the competitive constraint of the companies active in other 
regions who are ready to offer their services on a supra -regional  level.  
(43) Fifth, the demand for maintenance (and installation) services for medium and low 
power lines is concentrated, customers ( distribution system operators, ‘DSOs’ ) are 
                                                 
39  The existence of numerous competitors that participate in tenders in Spain has been confirmed by 
customers in the market investigation.  
40  The combined shares considering both installation and maintenance of medium and low voltage lines are 
significantly lower: L ess than 20% in Spain and below 30% in all regions in Spain except in four, whe re 
the combi ned shares are in any case below 34%  (Andalucía : [30-40]%; Aragón : [30-40]%; Balearic 
Islands : [30-40]%; Catalonia:  [30-40]%). 
 
12 large and sophisticated companies and are natural monopolists in their respective 
markets, which suggests that they possess bargaining power. In this respect, if the 
markets were to be defined narrower than national ( i.e. regional), the demand would 
be even more concentrated, as only a few DSOs are presen t in each region/local area, 
which would increase further this bargaining power . All competitors responding to 
the market investigation agreed that customers are generally very large companies, 
which can dictate or heavily influence the final prices and co nditions when they 
award a new contract .  
(44) Sixth, even considering regional markets , the Parties would face considerable out -of-
market constraints from competitors in other (sometimes adjacent) regions where the 
Parties have significantly lower market share s, given that the competitive conditions, 
prices and regulation are similar throughout the national territory  and, therefore , 
other competitors would likely face low barriers to enter the region in question. Most 
respondents to the market investigation sta ted that companies active in electrical 
engineering services are typically present at national level and that prices are 
essentially the same throughout the national territory.  
(45) Finally, the Commission notes that , regardless of the precise product or geogra phic 
scope of the market, customers and competitors have not raised any concerns in the 
market investigation, and have expressed the view that the markets are competitive 
and that the Parties would not have the ability to raise prices post -Transaction,  as 
there are numerous other service providers to which customers can switch . In fact, 
all competitors agreed that customers are generally very large companies, which can 
dictate or heavily influence the final prices and conditions when they award a new 
contra ct.  
(46) Also, the vast majority of customers stated that, if post -merger the Parties were to 
raise prices, they would have other competitors to switch  to (none replied that there 
would not be alternative suppliers), and a majority of competitors also confirme d 
that if the Parties were to raise prices they could face an increase in demand and 
serve those customers wanting to switch. Most competitors consider that switching 
service provider does not entail significant costs and can be done frequently , and  
most c ustomers were  of the same view (even one of the customers who suggested 
that switching could be difficult, clarified that switching may require 3 -4 months and 
that it may be burdensome from the point of view of technical requirements rather 
than costs).  
5.1.1.2.  High voltage power lines   
(A) The Notifying Parties’ views  
(47) The Parties submit that a regional distinction is not relevant for high voltage power 
lines according to the Commission’s previous decisions. In any event, they submit 
that, even at regional level, the Parties’ combined market shares never exceed [40-
50]% whatever the region and appear very volatile, as they depend on a few projects, 


 
15 5.1.2.2.  The Commission’s assessment  
(57) In France, distinguishing between underground and overhead power lines, the 
Parties’ combined market share at national level in the installation segments leads to  
affected markets, but is still relatively low and with a limited presence of ACS ES. 
The combined market shares remain below 30% in both 2019 and 2020 (and, in the 
case of underground power lines, below 20% in 2019), and the Target’s market share 
is in bo th cases around [5-10]% ([5-10]% for overhead lines and [0-5]% for 
underground lines in 2020).  
(58) Moreover, in the last three years, the majority of both Parties’ turnover in power 
lines in France was generated through one long -term framework agreement 
concl uded with RTE and resulting from one call for tender.45 
(59) With regard to overhead power lines, the Target answers calls for tenders jointly (in 
a consortium) with Lebag, Eqos and Helcom. Moreover, the Parties will continue to 
face competitive pressure from la rge competitors in call for tenders for overhead 
power lines (e.g. Bouygues Energies Services 2018, EIFFAGE Energies Systèmes 
and INABENSA/CI2000 Consortium – all with market shares between 15 -20% in 
2020, and also Engie INEO/Cetim Consortium, with a marke t share between 10 -15% 
in 2020.  
(60) With regard to underground power lines, the increment brought by the Target ([0-
5]%) is even less representative considering that ACS ES is present in the market 
through its subsidiary SEMI, that answers calls for tenders as  part of a consortium 
with Inabensa and Eqos.  
(61) The Parties will continue to face substantial competitive pressure from numerous 
competitors present in the market which answer calls for tenders for underground 
power lines such as Engie Ineo, EIFFAGE Energies  Systèmes, Consortium SPIE/ 
Thepault, Consortium Serpollet/ ETPM (all with market shares between 10 -20% in 
2020), as well as a number of smaller competitors (e.g. Sobeca, EHTP, Sade, and 
Satelec ), all with market shares between 5 -10% in 2020).46 
(62) With respect to the segment for the installation  of high voltage power lines, there are 
two regional affected markets in 2020, Centre -Val de Loire and Corsica with 
combined market shares of [50-60]% and [50-60]% respectively. In both cases, 
market shares do not appear to reflect  accurately a position of market power  given 
their strong  fluctuation (in only one year, the market share varied in about [30-40] 
percentage points in Centre -Val de la Loire, and also in more than 30 percentage 
points in Corsica – which was not even one of the regions where the Parties’ 
activities led to affected markets in 2019).  
(63) As explained in paragraph (43) above for the ma intenance and installation of low 
and medium voltage lines, the demand is very concentrated. Customers are large and 
sophisticated companies and are natural monopolists in their respective markets, 
which suggests that they possess bargaining power. In the case of installation of high 
voltage lines in France , demand is even more concentrated, since in each of those 
regions there is only one customer for these type of services ( either RTE or EDF 
                                                 
45  Form CO, paragraph 419.  
46  Form CO, paragraph 431.  
 
16 SEI). This evidences the ability of such customers to drive nego tiations with service 
providers, and to counter any attempted price increase by switching to any of the 
existing alternative providers ( such as Bouygues Energies Services, EIFFAGE 
Energies Systèmes, Engie INEO, Inabensa, CI2000, SNEF  and SPIE ). All 
competi tors responding to the market investigation agreed that customers are 
generally very large companies, which can dictate or heavily influence the final 
prices and conditions when they award a new contract.  
(64) The market investigation confirmed that neither cu stomers nor competitors expect 
the Transaction to have a negative impact on competition in those markets.   
(65) For these reasons,  the Commission considers that the Transaction does not r aise 
serious doubts as to its compatibility with the internal market  in relation to  the 
installation of high voltage power lines in France . 
5.2. Mechanical engineering services  
(66) As regards the mechanical engineering services, if the market was to be defined as 
regional, the Transaction wo uld only give rise to an affected market in the 
maintenance of infrastructures in the Region of Madrid , Spain . In this potential 
market, ACS ES’ share would be [20-30]% and Vinci ’s less than [0-5]%, with a 
combined share post -Transaction of around  [20-30]%.47  
(67) Even if the markets were to be define d as regional, the Commission considers 
unlikely that the Transaction may give rise to any serious doubts as to its 
comp atibility with the internal market. F irst, Vinci’s  presence in the region is 
symbolic  (EUR […] in 2020 and EUR […] in 2019) , which resul ts in a very limited 
increment . Second,  ACS ES’s presence in the Madrid region  mainly concerns 
services for aircraft maintenance and ground handling equipment, are as in which 
Vinci is not active , which means that the competitive pressure they exert on each  
other is, in the best of cases, very limited. Third, there are other competitors active in 
the market with shares higher than those of Vinci. Fourth, the market invstigation 
has not revealed any concerns in this market .  
(68) For these reasons, the Commission considers that the Transaction does not raise  
serious doubts as to its compatibility with the internal market in relation to 
mechanical engineering services in Spain.  
  
                                                 
47  At national l evel, their combined market share in this segment would be [10-20]% (ACS ES : [10-20]%; 
Vinci : [0-5]%). 
 
17 6. CONCLUSION  
(69) 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