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, 19.07.2022  
C(2022 ) 5337 final  
PUBLIC VERSION  
 
Bouygues S.A.  
32, avenue Hoche   
75008 Paris  
France  
Subject : Case M. 10575  – BOUYGUES / EQUANS  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2)  of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 30 May 2022 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Bouygues 
S.A. (“Bouygues” , or the “Notifying Party ”, France ) will acquire within the 
meaning of Article  3(1)(b) of the Merger Reg ulation sole control of Equans S.A.S. 
(“Equans” , France ) and its subsidiaries by way of purchase of shares  
(the “Transaction ”).3 Bouygues  and Equans  are hereinafter designated as 
“the Parties” . 
                                                 
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 223, 8.6.2022 , p. 52. 
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information omitted has been replaced by 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) Bouygues is  the French holding company of a diversified industrial group active in 
the construction, transport infrastructure , multi -technical services , real estate 
development  and media & telecommunications sectors . As regards the multi -
technical services sector , Bouygu es is active mainly through Bouygues Energies & 
Services, a wholly owned subsidiary of Bouygues Construction. Bouygues 
Energies & Services’ activities focus on  the provision of electrical engineering 
services, in particular:  (i) network infrastructure (ene rgy and digital networks), 
(ii) facility management and (iii) electrical, mechanical and heat, ventilation and 
air-conditioning (“HVAC ”) engineering  services . Bouygues also provides electrical 
engineering services through Colas Rail,  in particular railway electrification 
(installation and maintenance of catenaries and overhead contact lines) and railway 
signalling.  Bouygues Construction Services Nucléaires  provides services to the 
civil nuclear industry.  
(3) Equans is a global company active in the multi -techni cal services sector. Equans ’ 
activities focus on (i) electrical, mechanical and HVAC engineering, 
(ii) refrigeration solutions, (iii) facility management, and (iv) digitization and 
Information and Communication Technology (“ICT”). Equans focus es on the 
energy, digital and industry transitions. Equans addresses the private and public 
sector industry (including the civil nuclear sector) and infrastructure companies. 
Equans provides electrical, mechanical, HVAC and  refrigeration engineering 
services , including  integrated facility management services , through the following 
main subsidiaries: Ineo (electrical engineering), Pierre Guérin (mechanical 
engineering)  and Axima (HVAC and refrigeration) . Equans also provides railway 
electrification services (installation  and maintenance of catenaries and overhead 
contact lines) through Powerlines, Ineo SCLE Ferroviaire and Fabricom.  
2. THE TRANSACTION  
(4) The Transaction  consists of the acquisition of sole control by Bouygues over 
Equans through the acquisition by Bouygues of 10 0% of the share capital and 
voting rights of Equans from its current shareholders Engie S.A. and Engie Energy 
Services International S.A., both part of  the Engie Group (France). The T ransaction 
will be implemented by way of a share purchase agreement that was signed on 
12 May 2022 . It follows that the Transaction is a concentration within the meaning 
of Article 3(1)(b) of the Merger Regulation.  
3. UNION DIMENSION  
(5) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 m illion  (Bouygues : EUR 37  588.5  million , Equans: EUR 
[worldwide turnover] ). Each of them  has a Union-wide turnover in excess of EUR 
250 million  (Bouygues: EUR [EU turnover] , Equans: EUR [EU turnover] ) and 
only Bouygues achieved  more than two -thirds of its aggregate EU-wide turnover  
within one and the same Member State (i.e. France ). The T ransaction therefore has 
a Union dimension pursuant to Article 1(2) of the Merger Regulation.  
 
3 4. MARKET DEFINITION  
4.1. Introduction  
(6) The Parties are active in the provision of multi -technical and engineering services 
mainly in France, as well as in a number of other Member States. For engineering 
services, the main areas of overlap between the Parties concern electrical 
engineering services and , to a limited extent , HVAC engineering services.4 The 
Parties ’ electrical engineering services primarily consist of installation and 
maintenance services for the infrastructure sector and, to a lesser extent, the 
industrial sector in France.  As part of their electrical engineering services, the  
Parties also provide railway electrification services, (i.e. installation and 
maintenance of catenaries and overhead contact lines) in several Member States.  
Although railway electrification services  represent only a small portion of the 
Parties’ global a ctivities, they give rise to affected markets in several Member 
States and, hence, have been a focus of the Commission’s investigation.  
(7) First, as regards railway electrification  (Section 4.2), the Parties  overlap in the 
installation and maintenance of catenaries and overhead contact lines  in Austria, 
Belgium, France, Luxembourg and the Netherlands  (Section 4.2.1 ), as well as in 
the manufacture and supply of catenaries equipment in the EEA  (Section 4.2.2 ).  
(8) In this respect, the Parties are thus active at different levels of the value chain for 
catenaries and overhead contact lines, i.e. upstream as regards the manufacturing 
and supply of cate nary equipment and downstream as regards the installation and 
maintenance of catenaries and overhead contact lines .5  
(9) Second, the Parties’ activities further  overlap in France in other  electrical 
engineering services  (Section 4.3), including for telecommunication networks  
(Section 4.3.1.3.1 ), substations (Section 4.3.1.3.2 ), power lines (Section  4.3.1.3.2 ) 
and public lighting (Section 4.3.1.3.4 ), as well as for the civil nuclear industry 
(Section 4.3.1.3.5 ). 
(10) With regard to the telecommunication networks  sector specifically, the Parties are 
active also at different levels of the value chain, i.e.,  in addition to their  upstream 
activities for ele ctrical engineering services for (fixed) telecommunication 
networks , they also operate  downstream for the deployment and operation of 
optical fibre networks in low density public -initiative areas  (Section 4.4).  
(11) Third, the Parties’ activities overlap as regards HVAC engineering services, 
primarily in the civil nuclear industry (Section 4. 5). 
4.2. Railway electrification  
(12) Railway contact lines are  transmission system s for supplying trains with electric 
current via current collectors.  Catenaries and overhead contact lines are a specific 
                                                 
4  The Parties overlap to a limited extent in many other markets, but these are not affected markets and 
will not therefore be addressed in this decision.  
5  Depending on the railway infrastructure operators’ purchasing methods for catenary equipment in 
each case, the markets for manufacture and supply of catenary equipment, and for installation and 
maintenance of catenaries and overhead contact lines, can be viewed either as vertically linked or as 
closely related. See paragraphs (12) et seq.  
 
4 type of railway contact lines.  An overhead contact line is an electrical cable, which 
is suspended above the train  and transmits electr ical energy to the train, while the  
catenary is a stabilizing cable attached to the overhead line.  
(13) A catenary and overhead contact line system consists of various components, such 
as supporting steel frames, cantilevers, registration arms and the actual w ires. Such 
components are referred to as catenary equipment.6  
(14) Installation and maintenance services for catenaries and overhead contact lines are 
typically sourced  through tenders  by national and urban railway infrastructure 
operators  (Section 4.2.1 ).7  
(15) Depending on the railway infrastructure operator, the purchase of catenary 
equipment (Section 4.2.2 ) can be either carried out through separate tenders by the 
railway infrastructure operator itself, or it can be outsourced to the provider of the 
installation and maintenance services  who, in  turn, can procure these products 
externally or , where the provider is vertically integrated , it can provide them as a 
one-stop-shop .8  
4.2.1.  Installation and maintenance of catenaries and overhead contact lines   
4.2.1.1.  Product market  
4.2.1.1.1.  Commission’s precedents  
(16) In previou s decisions, the Commission identified a market for railway contact line 
engineering and defined contact lines as “ transmission systems for supplying trains 
with electric current via current collectors ”.9 According to the Commission, “ in 
most cases the cur rent is supplied by overhead lines suspended above the 
locomotives. In the case of underground railways and to some extent overhead 
railways as well, it is supplied by a live third rail ”.10  
(17) The Commission has also considered separate product markets accord ing to the 
type of system (catenary and overhead contact lines versus third rail) and according 
to the type of customer (long -distance train versus metropolitan11 train and 
tramway) but ultimately left the exact definition of the market open.12 
4.2.1.1.2.  Notifying Party’s  views   
(18) The Notifying Party considers that there is a single market for the installation and 
maintenance of catenaries and overhead contact lines and that there is no need for 
further delineation  by type of customer (i.e. long -distance vs metropolit an rail) or 
by type of system (i.e. catenaries and overhead contact lines vs. third rail 
                                                 
6  Catenary equ ipment is further discussed in Section 4.3.  
7  Form CO, paragraph 641.  
8  Replies to eQ1 to customers of railway contact lines and catenary equipment, question B.A.2. and 
replies to eQ2 to competitors, question B.A.2.  
9  COMP/M.3653 Siemens/VA Tech, para.  165. 
10  COMP/M.3653 Siemens/VA Tech, para. 165. 
11  In the remainder of this Decision, the term “metropolitan rail” and its variations are used to indicate 
all non -long-distance railways (i.e. tramways, metro etc.).  
12  COMP/M.9483 ENGIE /Powerlines, op. cit., para. 10 -14. 
 
5 systems) .13 The Notifying Party submits that service providers involved in the 
installation and maintenance of catenaries and overhead contact lines for long -
distance r ail can easily switch to metropolitan rail.14  
(19) The Notifying Party specifies that it does  not consider that the installation and 
maintenance of catenaries and overhead contact lines for high -speed lines 
constitute a separate sub segment  within the segment f or long -distance rail and 
even less a separate relevant market.  
(20) The Notifying Party further submits that a distinction between catenaries and 
overhead contact lines on the one hand, and third rail systems on the other hand is 
not warranted, given that thi rd rail systems are used to a marginal extent in EU 
countries.15 
4.2.1.1.3.  Commission’s assessment  
(21) The results of the market investigation indicated  that with respect to catenaries and 
overhead contact lines, installation and maintenance are within the same product 
market. A significant  majority of both customers and competitors16 stated that 
installers of catenaries and overhead contact lines are also able to provide 
maintenance services, and vice versa.17 Installation and maintenance services are 
also typically sourced by the same customers, although some railway infrastructure 
operators carry out the maintenance of their infrastructure in -house.18 
(22) Furthermore , the results of  the market investigation indicated that a separation by 
type of system, between catenarie s and overhead contact lines, on the one hand, 
and third rail systems , on the other hand,  is warranted. A majority of both 
customers and competitors  submit ted that installation of third rail systems  is not 
offered by  installers of catenaries and overhead c ontact lines . This is because 
know-how and required equipment differs, and third -lines are carried out by track 
installers , rather than catenary installers . As one competitor noted, “[t]here is a big 
difference in equipment and know -how between laying trac ks (track) and placing 
overhead contact lines installations (catenary). The concerned workforce requires 
very divers skills.”19 Furthermore, as third -rail systems are typically used in 
underground railways20, while catenaries and overhead contact lines are p rimarily 
used in above -ground railways , both systems serve a different purpose and are not 
sourced together .21 
(23) The results of the market investigation were , however , inconclusive on whether the 
market for the installation and maintenance of catenaries and overhead contact 
lines should be further segmented by type of customer, i.e. between long -distance 
                                                 
13  Form CO, para. 284 et seq.  
14  Ibid. 
15  Ibid.  
16  In this Decision, reference to customers’ and competitors’ feedback in the Commission’s market 
investigation shall be taken to refer to those expressing a view.  
17  Replies to eQ1 to cu stomers of railway contact lines and catenary equipment, question B.A.1.4.  and 
replies to eQ2 to competitors, question B.A.1.4 . 
18  Minutes of the call with a customer, 18.03.2022; minutes of a call with a customer, 22.04.2022.  
19  Replies to eQ1 to customers of railway contact lines and catenary equipment, question B.A.1.1. and 
replies to eQ2 to competitors, question B.A.1.1.  
20  COMP/M.3653 Siemens/VA Tech, Commission decision of 13 July 2005, para. 165.  
21  Replies to eQ1 to customers of railway cont act lines and catenar y equipment, question B.A.1.1.  
 
6 and metropolitan rail. A majority of customers responded that inst allers of 
catenaries and overhead contact lines for long -distance rail can also provide their 
services for metropolitan rail, and vice versa.22 However, many respondents  
explain ed that while the technical principles applicable to both segments are the 
same,  the long -distance rail segment is more demanding in terms of certifications 
and the necessary installation equipment, and there might also be different training 
requirements for the personnel.23 Furthermore, as long -distance rail is typically 
operated by t he national railway infrastructure operator, while metropolitan rail is 
typically operated by the urban railway infrastructure operator s, customers are not 
the same for installation and maintenance services in long -distance rail and 
metropolitan rail.24 
(24) The Commission has further assessed whether within the potential segment for 
long-distance rail a further distinction between con ventional  rail and high -speed 
rail would be warranted. The results of the market investigation showed that such a 
distinction is n ot necessary. The majority of both customers and competitors noted 
that service providers are able to provide installation and maintenance for both 
conve ntional long -distance rail and high -speed rail.25 Although some  respondents 
point ed to some differ ences in the installation, most of them also  noted that it is the 
same service providers who are active in the installation and maintenance of 
catenaries and overhead contact lines for both conventional and high -speed rail  and 
that they serve the same customers . One competitor explained  that such differences 
in the installation exist between all kinds of different types of catenaries  (such as 
catenaries for use under bridges etc.)26 The Commission therefore does not 
consider that such differences justify the defin ition of a separate product market.  
(25) In light of the above , the Commission will assess the Transaction on the basis of a 
market comprising the provision of both installation and maintenance services for 
catenaries and overhead  contact lines, excluding thir d rail systems , with a particular 
focus on long -distance rail . Further distinction s within long -distance rail , such as  
between  conventional and high -speed rail do not change the Commission’s 
assessment . As the Parties are not active in the instal lation and maintenance of 
third rail systems, this market will not be further assessed.  
4.2.1.2.  Geographic market  
4.2.1.2.1.  Commission’s  precedents  
(26) The Commission has previously considered that the market for the installation and 
maintenance of catenaries and overhead contact lines was national in scope, 
although it did not exclude that such market could be extend to multiple Member 
States  or even EEA -wide.27 
                                                 
22  Replies to eQ1 to customers of railway contact lines and catenar y equipment, question B.A.1.2.  
23  Replies to eQ1 to customers of railway contact lines and catenar y equipment, question B.A.1.2.1.  
24  Replies to eQ1 to customers of railway contact lines and catenar y equipment, question A.1.  
25  Replies to eQ1 to customers of railway contact lines and cate nary equipment, question B.A.1.3 . and 
replies to eQ2 to competitors, question B.A.1.3 . 
26  Replies to e Q2 to competitors  of railway contact lines and cate nary equipment, question B.A.1.3.1.  
27  COMP/M.9483 ENGIE/Powerlines, op. cit., para. 17-19. 
 
7 4.2.1.2.2.  Notifying Party’s view s 
(27) The Notifying Party  submit s that the geographical scope of the market for the 
installation and maintenance of catenaries and overhead contact lines should be 
considered EEA -wide given the increasing harmonisation of standards and 
regulations across the area. Furthermore, the Parties themselves operate in different 
countries throughout the EEA, in the same way as their main competitors.28 
4.2.1.2.3.  Commission’s assessment  
(28) The results of the  market investigation clearly indicated that the market for the 
installation a nd maintenance of catenaries and overhead contact lines is national in 
scope. A significant  majority of customers submitted  that their installation and 
maintenance providers are based in the same country as themse lves.29 A majority 
of customers and a significant  majority of competitors  also submit ted that national 
regulations, certifications and technical standards still differ between EEA 
countries .30 As one customer noted, “[r]ailway specifications are mostly the 
product of local evolutions and politi cs to protect national network and companies. 
Therefore a lot of technical specifications are different.”31 
(29) The Commission therefore considers the market for the installation and 
maintenance of catenaries and overhead contact lines , as well as the potential  
narrower markets relating to long-distance rail and metropolitan -rail, to be national 
in scope.  
4.2.2.  Manufacture and supply of catenary equipment   
4.2.2.1.  Product market  
4.2.2.1.1.  Commission’s precedents  
(30) The Commission has previously  considered a market for the manufacture  and 
distribution of catenary equipment .32 The Commission  considered a further 
subdivision of the market  between train and tramway equipment , but left the 
precise market definition open .33  
4.2.2.1.2.  Notifying Party’s views  
(31) The Notifying Party did not provide any views o n the distinction between 
manufacture and supply  of catenary equipment.  
4.2.2.1.3.  Commission’s assessment  
(32) The market investigation confirmed  the Commission ’s previous findings with 
respect to the existence of a separate market  for the manufacture and supply of 
                                                 
28  Form CO, para. 295 et seq.  
29  Replies to eQ1 to customers of railway contact lines and cate nary equipment, question B.B.1.  
30  Replies to eQ1 to customers of railway contact lines and cate nary equipment, question B.B.2 . and 
replies to eQ2 to competitors, question B.B.1 . 
31  Replies to eQ1 to customers of railway contact lines and cate nary equipment, question B.B.2.1.  
32  COMP/M.9483 ENGIE/Powerlines, op. cit., para. 13 and 20; COMP/M.5701 Vinci/Cegelec, op. cit., 
para 36 -38. 
33  COMP/M.9483 ENGIE/Powerlines, op. cit., para. 20. 
 
8 catenary equipment. The majority of respondents submitted that customers do not 
usually source the catenary equipment from the same supplier of the installation 
and maintenance services.34 As one customer explained , “[w]e notice that some big 
installations companies try to develop themselves by external acquisition of 
equipment suppliers. Nevertheless, it is not a systematic move.”35Another customer 
noted that the “[m]aterial will be tendered separately but [Bouygues] is also a 
supplier of material/catenary e quipment” .36 It follows that, even if for a given 
project the catenary equipment will be sourced from the same supplier as the 
installation and maintenance services, this will typically happen through separate 
tenders , which supports the existence of separa te markets for the manufacture and 
supply of catenary equipment on the one hand, and the installation and 
maintenance of catenaries and overhead contact lines on the other hand.  
(33) Furthermore , the question of whether a segmentation between catenary equipmen t 
for trains and tramways  is warranted can be left open, as the Transaction does not 
give rise to serious doubts as to  its compatibility with the internal market  or the 
functioning of the EEA agreement as regards the manufacture and supply of 
catenary equi pment , irrespective of the precise product market definition.  
4.2.2.2.  Geographic market  
4.2.2.2.1.  Commission’s precedents  
(34) The Commission has previously considered that the market for the manufacture 
and distribution of catenary equipment could be national, supra -national, EEA wide 
or even worldwide in scope but ultimately left the exact geographic delineation of 
the market open .37 
4.2.2.2.2.  Notifying Party ’s views  
(35) The Notifying Party  considers that  the market for the manufacture and supply  of 
catenary equipment should be considered at  least EEA -wide in scope given the 
increasing harmonisation of standards and regulations across the EEA  and the fact 
that national regulations, technical standards and/or certification processes are  
rather comparable across the EEA . Although certain specif ic catenary equipment 
needs to be certified by the national railway infrastructure operator prior to their 
distribution on the market, most catenary equipment can and are actually being 
supplied across countries, as evidenced by the geographical reach of t he major 
catenary  equipment manufacturers.38  
4.2.2.2.3.  Commission’s assessment  
(36) The market investigation confirmed that the market for the manufacture and supply 
of catenary equipment is at least  EEA -wide in scope , primarily based on feedback 
                                                 
34  Replies to eQ1 to customers of railway contact lines and cate nary equipment, question B.A.2 . and 
replies to eQ2 to competitors, question B.A.2 . 
35  Replies to eQ1 to customers of railway contact lines and cate nary equipment, question B.A.2 .1. 
36  Ibid. 
37  COMP/M.9483 ENGIE/Powerlines, op. cit., para. 27.  
38  Form CO, para. 334 et seq.  
 
9 from customers .39 A major ity of customers  submitted that national regulations, 
technical standards and certification processes for the manufacture and distribution 
of catenary equipment  are not  different across the EEA .40 A significant  majority of 
customers further replied that the ir catenary equipment supplier does not need to be 
located in the same country as the project for which the equipment is purchased .41 
One customer noted in this regard that “[s]hipment within EU is quite easy and 
fast.”42 A majority  of customers further  replied that they source their catenary 
equipment on an EEA -wide, or even worldwide basis.43 
(37) The Commission therefore will conduct its assessment on  the basis of an EEA -
wide market for the manufacture and supply of catenary  equipment . 
4.3. Provision of electrical engineering services  
(38) The Parties overlap in the provision of electrical engineering services in the 
infrastructure and industry sectors  in France . Within the infrastructure sector, this 
includes engineering services in the telecoms sector (such as installing fixed 
telecoms networks), for power transmission ( power lines  and substations) and for 
public lighting. In the industry sector, the Parties overlap in the provision of 
electrical engineering services in the civil nuclear sector.  
4.3.1.  Product mark et 
4.3.1.1.  Commission’s precedents  
(39) In previous decisions, the Commission  made a distinction between (i)  electrical 
engineering services, (ii) mechanical engineering services, and (iii)  HVAC 
engineering service s.44 
(40) Within each of these  activities , the Commission has also considered the existence 
of separate product markets based on (i) the type of work (installation versus 
maintenance) and (ii) the type of c ustomers  (residential versus non -residential, and 
within the non -residential segment, between infrastr ucture, industry, and tertiary).45  
(41) As regards electrical engineering services,  within the infrastructure segment, the 
Commission previously identified separate markets according to the type of 
infrastructure, namely (i) telecommunication networks ,46 (ii) electrical 
                                                 
39  The Commission received very limited feedback from competitors active in the manufacturing and 
supply of catenary equipment.  
40  Replies to eQ1 to customers of railway contact lines and cate nary equipment, question B.B.7.  
41  Replies to eQ1 to customers of railway contact lines and cat enary equipment, question B.B.8.  
42  Replies to eQ1 to customers of railway contact lines and cat enary equipment, question B.B.8.1.  
43  Replies to eQ1 to customers of railway contact lines and cat enary equipment, question B.B.6.  
44  COMP/M.9270 Vinci Airports/Gatwick Airport , para. 21; COMP/M.6623 Vinci/EVT Busine ss, 
para.  7 et seq ; COMP/M.5701 Vinci/Cegelec, para. 9 et seq. ; COMP/M.3004 Bravida/Smeco/Prenad, 
para. 8 et seq . 
45  M.10314 – Vinci S.A./Energia y Servicios Dinsa II, para 9.  
46  COMP/M.5701 Vinci/Cegelec, para. 22 . 
 
10 substations47, (iii) power  lines48 and (iv)  public lighting (including other electrical 
urban equipment).49 
(42) As regards telecommunication networks, the Commission previously considered 
the possibility to further divide the segment into fixed a nd mobile networks .50 
(43) As regards power lines , the Commission previously considered the possibility to  
further divide the segment according to (a) the type of voltage ( between “ high”, 
i.e. above 50 000 volts , and medium /low, i.e. below 50 000 volts) and (b) the type 
of installation ( between overhead and underground power lines ) ultimately leaving 
the exact product market definition open.  
(44) As regards public lighting, the Commission has previously considered, although 
ultimately left open, a market for public l ighting and other electrical equipment, 
which includes both “traditional lighting” (e.g. street lighting, traffic lights, 
illuminating of monuments) and so -called “smart” electrical equipment (e.g. video -
surveillance systems).51  
(45) Within the industry segment , the Commission has previously not defined a separate 
market for electrical engineering services for the  civil nuclear industry .52 
4.3.1.2.  Notifying Party’s view s 
(46) The Notifying Party submits that the market for the provision of electrical 
engineering services coul d be divided  according to the type of cust omer 
(i.e., between residential, infrastructure, industrial and tertiary).53 
(47) As regards a potential subdivision of the  market for the provision of electrical 
engineering services between installation and m aintenance  services, the Notifying 
Party  generally argues  that such distinction is not necess ary given that most 
operators  are capable of performing both types of services. Installation and 
maintenance services can be contracted together or separately, and often involve 
the same type of works, the same staff, and the same resources.54 
(48) As regards a potential subdivision of the infrastructure segment within the 
electrical engineering services market according to the type of infrastructure 
involved (i.e., between (i) telecommunication n etworks, (ii) power lines , 
(iii) substations and (iv) public lighting), the Notifying Party  subm its that such 
distinction is not necessary given that the demand is heterogeneous across and 
within each type of infrastructure segm ent. The Notifying Party and its  main 
competitors are generally active on all types of infrastructure.55 
                                                 
47  COMP/M.5701 Vinci/Cegelec, para. 23. 
48  COMP/M.6623 Vinci/EVT Business, op. cit., para. 10 et seq ; COMP/M.5701 Vinci/Cegelec, op. cit., 
para. 21 et seq ., M.10314 – Vinci S.A./Energia y Servicios Dinsa II, para 13.  
49  COMP/M.7137 – EDF/Dalkia en France,  paras. 132-139. 
50  COMP/M.9728 Altice/Allianz/OMERS/Covage, para. 220 et seq.  
51  COMP/M.7137 – EDF/Dalkia en France, para. 139. 
52  This market was however defined by the French Competition Authority in the context of the 
acquisition of Steam Power Delta by Snef in 2019, decision n°19 -DCC -265 of 26 December 2019.  
53  Form CO, para 132 et seq . 
54  Form CO, para 133.  
55  Form CO, para 134.  
 
11 (49) As regards a potenti al subdivision of the market for the provision of electrical 
engineering services for power  lines, the Notifying Party  consider s that it could be 
relevant to identify a specific market segment for the provision of electrical 
engineering services for high v oltage power lines  given that (i) high voltage power 
lines  require specific plant  and machinery , heavy equipment, highly trained staff 
and labo ur force, and (ii) competitive conditions in France are mostly driven by 
one customer (RTE) with strong counterva iling buyer power.56  
(50) In the Notifying Party’s view,  the market for the provision of electrical engineering 
services for medium - and low -voltage power lines  is part of the market for the 
provision of electrical engineering services and need not be defined s eparately.  
These services are tendered both by distribution network operators and local 
authorities . Furthermore, the Notifying Party  consider s that, contrary to 
high-voltage power lines , works on medium - and low -voltage power lines  do not 
require any specific technical knowledge or equipment that would sustain a specific 
standalone market definition.57 
(51) The Notifying Party  further  considers there is no need to subdivide the market 
between overhead and underground lines: although these se rvices can be tendered 
separately, they are sourced by the same customers and generally involve the same 
service providers.58  
(52) The Notifying Party considers that the market for the provision of public lighting is 
part of the general market for the provision  of electrical engineering services.59 
Nonetheless , the Notifying Party has assessed the effect of  the Transaction on the 
public lighting market separately. The Notifying Party however submits that the 
market for the installation and maintenance of public l ighting should include both 
traditional and “smart” equipment, without any further delineation.60  
(53) Finally, with respect to the provision of electrical engineering services for the civil 
nuclear industry, the Notifying Party explains  that, while there are no precedents in 
the Commission ’s decision practice , the French Competition Authority (“FCA”)  
has previously  defined a  separate market for the provision of electrical engineering 
services for the civil nuclear industry. The FCA furthe r considered a subdivision of 
such market into installation and maintenance.61 
4.3.1.3.  Commission’s assessment   
(54) The main area of overlap between the Parties’ activities in electrical engineering 
services62 falls within the infrastructure sector , which, therefore,  was the focus of 
the market investigation. Within the infrastructure sector, t he results of the market 
investigation indicated that service providers were typically able to provide both  
                                                 
56  Form CO, para. 135.  
57  Form CO, para. 135.  
58  Ibid.   
59  Form CO, para 272.  
60  Form CO, para 270.  
61  Form CO, para. 388; decision n°19 -DCC -265 of  the FCA.  
62  As the Parties’ activities do not lead to affected markets in mechanical engineering, mechanical 
engineering markets are not further assessed in this decision. For HVAC engineering services, the 
only affected market arises in the industrial sector, more sp ecifically for customers in the civil nuclear 
sector, see Section 4.5 below.  
 
12 installation and maintenance services , although a minority of market participants 
indicated that this depended on the sector.63 On the other hand a significant 
majority of customers indicated that they typically used separate contracts for 
installation a nd maintenance services, with a few additional customers noting that  
whether or not they used separate contracts depended on the sector .64 For the 
purposes of this decision, the question of whether the electrical engineering 
services should be segmented between installation and maintenance can be left 
open, as the Transaction d oes not raise serious doubts as to its compatibility with 
the internal market or the functioning of the EEA agreement under any plausible 
market definition.  The Commission will therefore assess installation and 
maintenance services separately and also comb ined.  
(55) In line with the Commission’s precedents, the results of the  market investigation 
tended to indicate that within the infrastructure  sector, there are  separate product 
markets according to the type of customer65 as explained  below. Customers who 
replied to the market investigation, which for the most part tend to be public 
bodies, tend to source electrical engineering services for either one or more 
different infrastructure(s) and purposes .66  
4.3.1.3.1.  Market for the provision of electrical en gineering services for 
telecommunication networks  
(56) Customers source electrical engineering services for telecommunications networks 
for a specific purpose and separately to other electrical engineering services.67 A 
majority of customers and competitors indi cated that engineering service providers 
for telecommunication networks could typically provide both fixed and mobile 
telecommunication network installation and maintenance services.68 However, a 
minority of  market participants  noted that  this depended on t he particular work 
carried out, or depended on the particular service provider (e.g. some but not all 
could work on fixed and mobile services). One customer also noted that as regards 
installation of fixed telecoms, there were additional complexities invol ved: “If the 
question is limited to electrical installation: the fixed networks installation are 
more co mplex than those required for a mobile site (the mobile aggregation 
equipment or the core network that have high requirements are excluded of this 
comme nt). As such an electrical engineering service company in fixed network 
have the competencies for mobile but the contrary is not  obvious.  But mo bile 
network or fixed network  services globally speaking are much wider than only 
electrical engineering compete ncies… .”69 
(57) For the purposes of this decision, the Commission considers that, within electrical 
engineering services, there is a separate market for electrical services for 
                                                 
63  Replies to eQ3  to customers of electrical engineering services, question 6.1 and replies to eQ4 to 
competitors in electrical engineering services, question 6.1 . 
64  Replies to eQ3 to customers of electrical engineering services, question 6. 2. 
65  Replies to eQ3 to customers of electrical engineering services, question 6. 4 and replies to eQ4 to 
competitors in electrical engineering services, question 6 .3. 
66  Replies eQ3 to custome rs of electrical engineering services, question 2.  
67  Replies eQ3 to customers of electrical engineering services, question 2.  Minutes of a call with a 
customer, 16 May 2022. Minutes of a call with a customer, 7 April 2022.  
68  Replies to eQ3 to customers o f electrical e ngineering services, question 7  and replies to eQ4 to 
competitors in electrical engineering services, question 7.  
69  Reply  to eQ4 to competitors in electrical engineering services, question 7 . 
 
13 telecommunication networks. The question whether this product market should be 
further segmented between installation and maintenance services or between 
different types of telecommunication networks can be left open as the Transaction 
does not raise serio us doubts as to its compatibility with the internal market or the 
functioning of the EEA agreement under any plausible market definition.  
4.3.1.3.2.  Market for the provision of electrical engineering services for power lines  
(58) As regards  power lines  engineering service s, the market investigation confirmed 
that electrical engineering services for power lines differ from electrical 
engineering services provided to customers in other infrastructure sectors. In 
addition, a majority of both customers and competitors tended  to indicate that high -
voltage engineering services belong to a  separate market from engineering services 
for medium and low -voltage networks.  For example, smaller providers offer 
services only either on high -voltage or medium - and low -voltage networks, and 
while the larger engineering services groups can work on both high -voltage and 
medium - and low -voltage networks, this is done with separate teams and on the 
basis of different  accreditations.70 From a demand -side perspective, t he electricity  
networks are al so operated by different entities  in France : RTE operates the high -
voltage and very high -voltage network and Enedis operates the medium and low -
voltage network.  As one customer noted: “* In France, interventions on power lines 
are not the responsibility of the same project owners depending on the voltage 
levels, so necessarily different companies/ via different markets are involved .”71 
(59) The feedback from the market investigation indicated that there were no grounds to 
distinguish according to whether the insta llation and maintenance of power lines 
concerned overground or underground lines, with respondents noting that suppliers 
tended to be active in both.72 As one competitor noted, “ Equipment is different for 
overhead lines and underground lines but large compa nies usually operate in both 
segments .”73 Similarly, one customer noted that the two types of works were 
granted to the same players in its own contracts.74 
(60) For the purposes of this decision, the Commission considers that, within electrical 
engineering servi ces, there is a separate market for electrical engineering services 
for power lines, which should be divided further between high -voltage networks, 
on the one hand, and medium to low -voltage networks, on the other hand. The 
question whether this product ma rket should be further segmented between 
installation and maintenance services, or between other types of power lines, can 
be left open as the Transaction does not raise serious doubts as to its compatibility 
with the internal market or the functioning of the EEA agreement under any 
plausible market definition.  
                                                 
70  Replies to eQ3 to customers of electrical e ngineering services, question 11  and replies to eQ4 to 
competitors in electrical e ngineering services, question 11.  
71  *Courtesy translation. Original French version: «  en France les interventions sur les lignes 
électriques ne relèvent pas des mêmes maîtres d'ouvrages selon les niveaux de tension donc 
nécessairement ce sont des entreprises différentes / via des marchés différents qui interviennent  ». 
Reply to eQ3 to customers of electrical e ngineering services, question 11.  
72  Replies to eQ3 to customers of e lectrical engineering services, question 1 3 and replies to eQ4 to 
competitors in electrical e ngineering services, question 13.  
73  Reply to eQ4 to competitors in electrical e ngineering services, question 13.  
74  Reply to eQ3 to customers of electrical engine ering services, question 13. « Les 2 actions sont 
confiées aux mêmes acteurs dans le cadre des marchés de travaux.  ». 
 
14 4.3.1.3.3.  Market for the provision of electrical engineering services for substations  
(61) As regards the market for the provision of electrical engineering services for 
substations , the market investigation shows that they are sourced by the same  
customers that also source electrical engineering services for power lines .75 
However, they consist of different services. Substations consist of local 
installations which are designed to reduce the voltage of electrical power 
transmission , whereas power lines refer to the cables used to convey electricity on 
the power transmission network . While market respondents noted that many of the 
larger service providers could provide installation and maintenance services for 
both substations and power lines , this was not the case for all providers, notably 
smaller ones.76 One customer also noted: “ Power lines and substations are 2 
different infrastructure and it is not a  standard for an electrical company to 
provide both services .”77 Competitors also indicated that the largest groups are able 
to provide both power lines  and substations installation and maintenance services 
did so with separate internal teams and on the ba sis of separate certifications.78 The 
largest  customers also indi cated that they sourced  power lines  and substation 
engineering services separately.79 The results of the  market investigation therefore 
tended to indicate that there are separate markets for substations and power lines  
engineering services.  
(62) For the purpose s of this decision, the Commission considers that, within electrical 
engineering services, there is a separate market for electrical services for 
substations. The question whether this product market should be further segmented 
between installation and mai ntenance services can be left open as the Transaction 
does not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EEA agreement under any plausible market definition.  
4.3.1.3.4.  Market for the installation and maintenance  of public lighting services  
(63) In line with previous Commission precedents, the results of the market 
investigation indicated that public lighting could be considered a separate product 
market. Furthermore, the majority of both customers and competitors indicated that 
there were no grounds to further separate the market according to the type of 
service provided e.g. between  traditional lighting (such as street lighting, traffic 
lights) or “ smart ” urban electr ical equipment e.g. video -surveillance etc . on the 
basis that a significant majority of customers and all competitors indicated that 
providers can carry out engineering services for both traditional lighting and 
“smart” urban electrical equipment.80 
(64) For the  purposes of this decision, the Commission considers that, within electrical 
engineering services, there is a separate market for electrical engineering services 
for public lighting, which does not need to be segmented further by type of service 
                                                 
75  Replies eQ3 to customers of electrical engineering services, question 2.  Minutes of a call with a 
customer, 16 May 2022. Minutes of a c all with a customer, 7 April 2022.  
76  Replies to eQ3 to customers of electrical engineering services, question 12 and replies to eQ4 to 
competitors in electrical engineering services, question 12 . 
77  Reply  to eQ3 to customers of electrical engineering services, question 12.  
78  Replies to eQ4 to competitors in electrical engineering services, question 12 . 
79  Replies  to eQ3 to customers of electrical engineering services, question 12 . 
80  Replies to eQ3 to customers of electrical e ngineering services, ques tion 14  and replies to eQ4 to 
competitors in electrical e ngineering services, question 14.  
 
15 provided. The question whether this product market should be further segmented 
between installation and maintenance services can be left open as the Transaction 
does not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EEA agreement under any plausible market definition.  
4.3.1.3.5.  Market for the provision of electrical engineering services for the civil 
nuclear industry  
(65) The results of the  market investigation confirmed the existence of a separate 
market for the provision of electr ical engineering services for the civil nuclear 
industry. Responses from both competitors and customers were unanimous in that 
electrical engineering service providers who are active on the overall  industry 
sector are not necessarily able or qualified to p rovide their services to the civil 
nuclear sector.81 Similarly, customers in the civil nuclear industry cannot source 
electrical engineering services from any service provider active on the overall 
industry sector.82 
(66) As one customer explains, “ The provision of electrical engineering services in the 
civil nuclear sector requires detailed knowledge of nuclear standards and 
procedures, as well specific expertise as to how to act in such environment. 
Consequently, while most players active in the nuclear sector m ay also provide 
their services for the overall industry, the reverse is not true, and it would take 
quite some time for a player providing its services to the overall industry to become 
active in the nuclear sector.”83  
(67) With respect to a subdivision of the market for electrical engineering services in the 
civil nuclear sector between installation works and maintenance, the results of the 
market investigation were inconclusive. While the larger competitors submit that 
all service providers can offer both inst allation and maintenance services, smaller 
competitors and customers  tend to indicate  that maintenance providers cannot 
always provide installation  services.84 This is  mainly  because maintenance projects 
are often sm aller in size and can be carried out  by smaller providers.85  
(68) For the purposes of this decision, the Commission considers that, within electrical 
engineering services, there is a separate market for electrical engineering services 
for the civil nuclear industry. The question whether this prod uct market should be 
further segmented between installation and maintenance services can be left open 
as the Transaction does not raise serious doubts as to its compatibility with the 
internal market or the functioning of the EEA agreement under any plausi ble 
market definition.  
                                                 
81  Replies to eQ5  to customers of electrical  and HVAC  engineering services in the civil nuclear sector, 
question 6.1 and replies to eQ6  to competitors in electrical  and HVAC  engineering services in the 
civil nuclear sector, question 6.1.  
82  Replies to eQ5 to customers of electrical and HVAC engineering services in the civil nuclear sector, 
question 6.1.1 . 
83  Ibid. 
84  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
question 7,  and replies to eQ6 to competitors in electrical and HVAC engineering services in the ci vil 
nuclear sector, question 7 . 
85  Replies to eQ5  to customers of electrical  and HVAC  engineering services in the civil nuclear sector, 
question 7.1 and replies to eQ6  to competitors in electrical  and HVAC  engineering services in the 
civil nuclear sector, question 7.1.  
 
16 4.3.1.3.6.  Conclusion on product markets for electrical engineering services  
(69) For the purposes of this decision, the exact product market definition for electrical 
engineering services can be left open as the Transaction does not raise serious 
doubts as to its compatibility with the internal market or the functioning of the 
EEA agreement under any plausible market definition. The Commission will 
therefore analyse the effects of the Transaction on the basis of t he following 
product markets: markets for the provision of electrical engineering services 
(installation , maintenance , and both  taken together ) in the: telecommunications 
sector (overall, fixed line, mobile), high-voltage power lines  (overall, overhead 
lines, and underground lines), medium and low -voltage power lines  (overall, 
overhead lines, and underground lines), substations, and public lighting . With 
respect to the industry  sector, the Commission  will assess the effects of the 
Transaction on the market  for the provision of electrical engineering services 
(installation , maintenance , and both) for the civil nuclear sector .  
4.3.2.  Geographic market  
4.3.2.1.  Commission’s precedents  
(70) In previous decisions, the Commission considered the markets for the provision of 
electrica l engineering services  to be at least national in scope .86 With respect to the 
largest Member States, such as France, the Commission also considered regional 
markets , i.e. narrower than national,  but ultimately left the exact geographic 
delineation of these  markets open.87  
(71) With respect to the telecommunication networks segment, the Commission 
considered that the market was most likely national in scope88. However, the 
precise geographic scope of the market was ultimately left open, and the 
Commission assessed  the market for the provision of services for 
telecommunication networks both at national and regional levels.89 
(72) With respect to substations and high-voltage power lines , the Commission has 
previously considered that these  were national in scope.90 In a more recent case, the 
Commission has left open as to whether the market for power lines  was national or 
regional in scope.91 The Commission has previously considered that the geographic 
market for electrical engineering services for public lighting is  national in scope.92 
(73) The Commission has previously not defined a separate market for electrical 
engineering services for the civil nuclear industry.  
                                                 
86  COMP/M.9270 Vinci Airports/Gatwick Airport, op. cit., para. 24; COMP/M.6623 Vinci/EVT 
Business, op. cit., para. 14; COMP/M.5701 Vinci/Cegelec, op. cit., para. 27 et seq .; COMP/M.10314 
Vinci S.A./Energia y Servicios Dinsa II.  
87  COMP/M.5701 Vinci/Cegelec, p ara. 28. 
88  COMP/M.9 728 Altice/Allianz/OMERS/Covage.  
89  COMP/M.9728 Altice/Allianz/OMERS/Covage, op. cit. , para. 230. 
90  COMP/M.5701 Vinci/Cegelec, op. cit. , para. 33.  COMP/M.10314 Vinci S.A./Energia y Servicios 
Dinsa II, para 19.  
91  COMP/M.10314 Vinci S.A ./Energia y Servicios Dinsa II, para 19.  
92  COMP/M.7137 – EDF/Dalkia en France, para 144.  
 
17 4.3.2.2.  Notifying Party’s views  
(74) The Notifying Party considers that the market for the provision of electrical 
engin eering services should be conside red at least national in scope and that a 
regional, i.e. narrower than national delineation of the market is irrelevant given 
that both the Parties and their main competitors are present at a national level and 
customers ar e public authorities, in relation to which the meeting of supply and 
demand happens at all levels (national, regional, departmental or municipal) and 
anywhere wit hin the French territory.93 
(75) This holds true especially with respect to engineering services in the infrastructure 
sector, including telecommunication networks .94 The Notifying Party also agrees 
with the geographic delineation adopted by the Commission  in previous decisions  
with respect to power lines  and substations  and further consider that the same  
reasoning should apply with respect to telecommunication networks  and the 
provision of power lines  given that the wide majority of operators  and the main 
clients are active or present throughout whole or part of the national territory .95 The 
Notifying Part y did not provide any views on the geographic scope of engineering 
services for public lighting.  
(76) As regards the provision of electrical engineering services for the civil nuclear 
industry, the Notifying Party submits while there are no Commission precedents, a 
decision of the French competition authority considered that the market was most 
likely  national in scope, although not ed the existence of regional  elements with 
respect to maintenance.96  
4.3.2.3.  Commission’s assessment  
(77) The affected markets in the electrical engineering markets are all in France. For 
that reason, the focus of the market investigation was France.  
(78) Overall, t he feedback from the market investigation was mixed: while a majority of 
market participants indicat ed that large groups were providing services  throughout 
France, and even across multiple countries, many  also indicated that  across the 
different engineering services for different types of customers, there are a much  
larger number of smaller players, who are active only regionally .97 As one 
customer noted: “* A certain number of groups have an activity at the "national" 
level but there are also SMEs, which have a "local" activity because of their size 
(which does not allow them to look very far). These SMEs do more installation 
work, but are also able to respond to small "maintenance" contracts .”98 
                                                 
93  Form CO, para. 136 et seq.  
94  Form CO, para 138.  
95  Form CO, para. 138.  
96  Form CO, paras 384 et seq. and 388.  Decision n°19 -DCC -265. 
97  Replies to eQ3 to customers of electrical e ngineering services, question 15  and replies to eQ4 to 
competitors in electrical e ngineering services, question 15.  
98  *Original version  : « Un certain nombre de groupes ont une activité au niveau "national" mais il 
existe aussi de s PME voire TPE, qui ont une activité "locale" en raison de leur taille (qui ne leur 
permet pas d'aller chercher très loin). Ces PME/TPE font plutôt des travaux d'installation, mais sont 
aussi aptes à répondre à de petits contrats de "maintenance"  » reply  to eQ3 to customers of electrical 
engineering services, question 15 .1. 
 
18 4.3.2.3.1.  Market for the provision of electrical engineering services for 
telecommunication networks  
(79) As regards the geographic market for telecommunication services, the feed back 
from the market investigation was mixed. For example, respondents noted that all 
of the larger suppliers are active nationwide throughout France. As one  competitor 
noted : “For telecommunication market most of the companies have a national 
footprint. O nly few of them are wider than national. This situation could evolve du e 
to the fact that French market is very mature in FTTH compared to the rest of 
Europe .”99 A number of c ustomers  active in fixed and mobile telecommunications 
noted that they worked  with framework contracts with national pricing , for 
example  one noted that: “ we have national bid with prices valid for the whole 
country .”100 On the other hand, contracts for the rollout of fibre networks  under the 
French “ Réseaux d’initiative publique ” plan for rollout of fibre in rural areas are 
conducted at regional level.101 For these contracts, there may be more regional 
players active, due to the sometimes complex geological conditions for which local 
knowledge is needed.102  
4.3.2.3.2.  Market for the provision of e lectrical engineering services for power lines  
(80) Similarly, for electrical engineering services for power lines , the large suppliers are 
active all over France.103 On the other hand, the main customer for medium and 
low-voltage networks  noted that: *“ Companies  capable of  offering the same service 
in most regions of France exist in small numbers (less than 10 out of 1,500 service 
providers with whom [customer]  works). Most [customer] service providers 
operate in a few regions, or even just one… only 23% of [cust omer] purchases 
happen with large groups, which themselves are not always present in all regions 
or do not have skills to perform all activities. ”104 As regards high -voltage networks, 
the Commission notes that the main customer  for high -voltage networks proceeds 
with national framework contracts but the works are assigned at local level.105  
4.3.2.3.3.  Market for the provision  of electrical engineering services for substations  
(81) As regards the geographic market dimension for substations, feedback from market 
participants was mixed. Feedback from customers active in tendering for electrical 
engineering services for substations were split, with half indicating that their 
suppliers were active only at regional level, whereas for others, their suppliers were 
active at national  level. This is reflected in the feedback from one customer who 
noted: “ For power lines  and substations, all of our contractors work on several 
                                                 
99  Reply  to eQ4 to competitors in electrical e ngineering services, question 16.  
100  Reply to eQ3  to competitors in electrical e ngineering services, question 17.1, minutes of a cal l with a 
customer, 7 April 2022.  
101  Minutes of a call with a customer, 16 May 2022. Minutes of a call with a customer, 7 April 2022 . 
102  Minutes of a call with a customer, 7 April 2022.  
103  Replies  to eQ4 to competitors in electrical e ngineering services, question 15.  
104  *Original version « Les entreprises capables d'offrir un même service sur la plupart des régions de 
France existent en petit nombre (moins de 10 sur 1500 prestataires avec lesquels travaillent Enedis). 
La plupart des p restataires de [customer] interviennent sur quelques régions, voir une 
seule….seulement 23% des achats de [customer] se passent avec les grands groupes qui eux -mêmes 
ne sont pas toujours présents dans toutes les régions ou ne disposent pas des compétences pour 
exercer toutes les activités.  ». Reply to eQ3 to customers of electrical engineering services, 
question  15.1.  
105  Form CO, paragraph 135.  
 
19 regions of France and the majority of them work nationwide .”106 Larger 
competitors were typically active nationwid e.107 From a demand -side perspective, a 
majority of customers sourcing electrical engineering services for substations, 
sourced these services nationwide.108 Of those customers, a majority indicated that 
prices did not differ significantly in different regions  of France.109  
4.3.2.3.4.  Market for the provision of electrical engineering services for public lighting  
(82) As regards the geographic dimension for electrical engineering services for public 
lighting, feedback from both customers and competitors indicate d that the market 
was national, due to the presence of national players active across France and 
similarities in pricing across France.110 
4.3.2.3.5.  Market for the provision of electrical engineering services for the civil 
nuclear sector  
(83) The majority of respondents sub mitted that the service providers for electrical 
engineering services for the civil nuclear industry are typically present in most of 
France’s regions, or even nation -wide.111 As on e of the main customers explained , 
“[this customer’s] larger suppliers, like Bouygues and Equans, are active on 
a national level. While [this customer] wishes to also work with smaller suppliers 
who are typically active on a local level, those local suppliers however cannot offer 
the same services as the larger ones. When [this cus tomer] has larger maintenance 
projects it needs specific staff qualification and expects the supplier to take control 
of all aspects of the project. The local players cannot fulfil these requirements.”112 
Howe ver, as that same customer noted , “[f]or routine maintenance works the 
tenders are more often regional”113 
(84) Similarly, another customer comment ed, “[r]oughly 80 -90% of activity focuses on 
installation, ventilation, dismantling and waste treatment are realized with 
nationally -managed suppliers. Smaller contr acts can be awarded to local 
suppliers.”114 
(85) It follows that, while installation and larger maintenance projects are carried out by 
players active on a national level , smaller maintenance projects can also be 
addressed by local players.  
4.3.2.3.6.  Conclusion on geograp hic markets for electrical engineering services  
(86) For the purposes of this decision, the exact geographic  market definition  for all 
electrical engineering services  in the infrastructure sector  can be left open as the 
                                                 
106  Reply to eQ3 to customers of electrical engineering services, question 15 .1. 
107  Replies to eQ4 to competitors in electrical engineering services, question s 2 and 15.  
108  Replies to eQ3 to customers of electrical engineering services, question 3. 
109  Replies to eQ3 to customers of electrical engineering services, question 1 7. 
110  Replies to eQ3 to customers of electri cal engineering services, question 15  and 17  and replies to eQ4 
to competitors in electrical e ngineering services, questions 2 and 15.  
111  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
questions 13, 13.1, 13.2,  and replies to eQ6 to competitors in electrical and HVAC engineering 
services in the ci vil nuclear sector, question 13 . 
112  Minutes of the call with a customer, 12.04.2022.  
113  Ibid. 
114  Minutes of the call with a customer, 03.05.2022.  
 
20 Transaction does not raise serious doubts  as to its compatibility with the internal 
market or the functioning of the EEA agreement under any plausible market 
definition. The Commission will therefore analyse the effects of the Transaction o n 
the basis of both national (i.e. France) and regional  (i.e. regions of France) level .  
(87) However, as regards the provision of electrical engineering services , for the civil 
nuclear industry, the Commission will analyse the effects of the Transaction on a 
national level for installation services, and on a  regiona l level for maintenance 
services.   
4.4. Deployment and operation of optical fibre networks in low density public -
initiative areas  
(88) In the telecommunications sector in France, Axione, a subsidiary of Bouygues 
Energies & Services, acts as an optical fibre network constructor and operator. 
Contrary to network installation and maintenance services, which are essentially 
engineering services in nature as discussed in Section 4.3 above, network 
deployment and operation  comprise a broader set of services including  network 
planning, design, implementation and management .  
(89) Axione’s core activities are dedicated to the rolling out of FttH115 networks outside 
high-density areas in the context of so -called public initiative networks ( Réseaux 
d’initiative publique ).116 
(90) The rolling -out of public initiative FttH networks is part of a national plan launched 
in 2013 to deploy very high -speed internet (the “ France Très Haut Débit ” plan) to 
the e ntire French territory. The initial aim was to have the entire territory covered 
with high -speed internet network by the end of 2022. The plan foresees the 
distinction within the French territory of highly and less densely populated areas. 
For those of the  less densely populated areas that did not attract sufficient interest 
by private operators to invest in the deployment of optical fibre networks , part of 
the investment required to roll out the networks is covered by European, national 
and local government subsidies  (hence the designation as “public initiative 
networks”) whereas the remainder of the investment is being paid for by the 
network  operator. The deployment and/or operation of the network is awarded to a 
private operator to whom the rele vant local public authority delegates the 
deployment and/or operation of the network typically via a public service 
delegation ( délégation de service public ).117  
(91) In this context, Axione un dertakes the design and the monitoring of  the physical 
roll-out of th e network , whereas the civil engineering works are subcontracted to 
[information regarding subcontractor]  or other providers . Depending on the public 
initiative network, the network is then operated by Axione under a public service 
delegation agree ment.118 
                                                 
115  Fibre to  the home (“FttH”).  
116  Public Initiative Networks are rolled out in territories where, following a call for expressions of 
interests, no infrastructure operator has expressed an interest in rolling -out the FttH network on 
private funds. These networks are therefore rolled out partially on public funds.  
117  COMP/ M.9728 – Altice/Omers/Allianz/Covage of 27 November 2020 , paragraphs 21 et seq.  
118  Form CO, paragraph 179.  
 
21 4.4.1.  Product market  
(92) The Commission has previously taken the view that a separate product market 
exists for  the deployment and operatio n of optical fibre networks in l ow density 
public -initiative a reas ( so-called “ Zones Moins Denses d’initiative publique ”), due 
to the specificities of the French market and the particular regulatory framework 
that applies in France outside of high -density areas .119  
(93) The Commission assessed , but ultimately left open, whether less densely populated 
areas subject to private investment commitments (“zones AMEL ”) are part of the 
same market as  less densely populated areas subject to public initiative network s 
(“zones RIP ”).120 The Commission further considered, but left open , a 
segmentation of the market  by type of network, i.e., copper, FttO, FttO and FttH or 
FttH only.121  
(94) The Notifying Party agrees with the Commission’s p revious finding that the 
deployment and operation of optical fibre networks in low density public -initiat ive 
areas constitutes a separate market  and considers a further segmentation by type of 
area or network irrelevant for the purpose of assessing vertical relationships in the 
present case.122  
(95) With regard to  customers active in the deployment and operation of  optical fibre 
networks in less densely populated areas, the vast majority of respondents indicated 
that it was not warranted to further divide the market for fixed telecommunications 
services according to the type of fixed telecommunications network (e.g.  copper 
lines or optical fibre), nor between different types of optical fibre network 
architectures (e.g. FttH123, FttB124, FttC125 etc.), nor between different areas of 
network deployment (e.g. high - vs. low -density), because the competencies 
required to work on different types of network, network architecture and areas are 
similar.126  
(96) The Commission considers that for the purposes of  this decision, the exact market 
definition can be left open as the Transaction does not raise serious doubts as to its 
compatibility with the internal market or the functioning of the EEA agreement  
under any plausible market definition.  The Commission wil l therefore assess the 
effects of the Transaction on the potential market for the d eployment and operation 
of optical fibre networks in low density public -initiative areas  and potential 
narrower markets , i.e., by type of network . 
                                                 
119  COMP/ M.9728 – Altice/Omers/Allianz/Covage of 27 November 2020 , paragraph 63. For the same  
reasons, the Commission held that such service market could be specific to France and not necessarily 
exist in other Member States.  
120  COMP/ M.9728 – Altice/Omers/Allianz/Covage of 27 November 2020 , paragraph 70.  
121  COMP/ M.9728 – Altice/Omers/Allianz/Covage of 27 November 2020 , paragraph 75.  
122  Form CO, paragraph 444.  
123  Fibre to the home (“FttH”).  
124  Fibre to the building (“FttB”).  
125  Fibre to the curb (“FttC”).  
126  Replies to eQ3 to customers of electrical en gineering services, questions 8 -10 and replies to eQ4 to 
competitors in electrical e ngineering services, questions 8 -10. 
 
22 4.4.2.  Geographic market  
(97) The Commission has previously found the market for the deployment and 
operatio n of optical fibre networks in l ow density public -initiative a reas was 
national in scope because  network operators are national operators (including 
Altitude Infra., Covage, SFR Collectivités, TDF, and Orange), which are able to 
participate in calls for tenders throughout the entire national territory.127 
(98) The Notifying Party agrees with the Commission’s previous findings.128  
(99) The Commission considers that for the purposes of this deci sion, the exact market 
definition can be left open as the Transaction does not raise serious doubts as to its 
compatibility with the internal market or the functioning of the EEA agreement 
under any plausible market definition.  As (vertically) affected mar kets only arise 
on a regional level, the Commission assesses the market for the deployment and 
operatio n of optical fibre networks in l ow density public -initiative a reas at regional 
level.  
4.5. Provision of HVAC engineering services  for the civil nuclear industry  
4.5.1.  Product market  
4.5.1.1.  Commission’s precedents  
(100)  The Commission has previously identified a market for the provision of HVAC 
services on civil nuclear sites.129 According to the Commission, ventilation systems 
on nuclear sites have to m eet specific requirements, such that only specialized 
operators can build and maintain these systems.130 While in the Commission’s 
precedent the market investigation confirmed that HVAC  systems on civil nuclear 
sites are a separate  product market distinct fr om the general market for the 
provision of industrial ventilation systems, the question was ultimately left open.131 
In addition, the Commission considered that the market could be further divided 
between (i) installation works and (i i) maintenance services.132  
4.5.1.2.  Notifying Party’s views  
(101)  The Notifying Party does not contest the Commission’s previous findings.133 
4.5.1.3.  Commission’s assessment  
(102)  The results of the  market investigation confirmed the existence of a separate 
market for the provision of HVAC engineering services  for the civil nuclear 
industry. The respondents were unanimous in that HVAC engineering service 
providers who are active on the overall industry sector are not necessarily able to 
                                                 
127  COMP/ M.9728 – Altice/Omers/Allianz/Covage of 27 November 2020 , paragraph 81.  
128  Form CO, paragraph 445.  
129  COMP/M.4180 Gaz de France/Suez of 14 N ovember 2006, paragraph 1019.  
130  Ibid.  
131  COMP/M.4180 Gaz de France/Suez of 14 November 2006, paragraph 1020.  
132  COMP/M.4180 Gaz de France/Suez of 14 November 2006, paragraph 1021.  
133  Form CO., para. 351. 
 
23 also provide their services to the nuclear sector.134 Similarly, customers in  the civil 
nuclear industry cannot source electrical engineering services from any service 
provider active on the overall industry sector.135 
(103)  As one customer explains, “(…) the provision of HVAC engineering services in the 
civil nuclear sector requires detailed knowledge of nuclear standards and 
procedures, as well [as] specific expertise as to how to act in such environment. 
However, the level of expertise required in relati on to HVAC services in the civil 
nuclear sector is even higher than for electrical engineering services (…) ”136 
(104)  Respondents further tended to indicate that there are separate  markets for  
installation and m aintenance works.137 This is because  HVAC maintenance s eems 
to be less sophisticated than installation services and can therefore be carried out by 
smaller players, who cannot necessarily provide installation services.  One customer 
noted in this regard that “ installation and maintenance services in relation to  
HVAC systems are provided by different suppliers. (…) in practice, HVAC 
maintenance usually consist s in changing filters, which are  provided by different 
suppliers than providers of installation services. ”138 
(105)  Moreover, customers typically tender the larger installation contracts and the 
smaller maintenance contracts separately. As one customer explains “Roughly 
80-90% of activity focuses on installation, ventilation, dismantling and waste 
treatment are realized with nationally -managed suppliers. Smaller cont racts can 
be awarded to local suppliers.”139 
(106)  For the purposes o f the assessment of the Transaction, t he Commission will 
therefore consider separate markets for the provision of  HVAC  installation and 
maintenance services for the civil nuclear industry.  
4.5.2.  Geogr aphic market  
4.5.2.1.  Commission’s precedents  
(107)  In previous decisions, the Commission considered that the market for the provision 
of ventilation systems on nuclear sites is most likely national in scope.140 Although 
certain calls for tenders for the provision of HVAC services on nuclear sites are 
published at a European level, qualification procedures differ between customers, 
which might create entry barriers towards entrants from neighbouring countries.  
                                                 
134  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
question 10,  and replies to eQ6 to competitors in electrical and HVAC engineering services in the 
civil nuclear sector, question 10 . 
135  Replies to eQ5 to customers of electrical and HVAC engineering service s in the ci vil nuclear sector, 
question 10.1.  
136  Ibid. . 
137  Replies to eQ5 to customers of electrical and HVAC engineering services in the c ivil nuclear sector, 
question 11 , and replies to eQ6 to competitors in electrical and HVAC engineering services in th e 
civil nuclear sec tor, question 11 . 
138  Replies to eQ5 to customers of electrical and HVAC engineering services in the c ivil nuclear sector, 
question 11 .1. 
139  Minutes of the call with a customer, 03.05.2022.  
140  COMP/M.4180 Gaz de France/Suez of 14 November 2006.  
 
24 4.5.2.2.  Notifying’s Party views  
(108)  The Notifying Party considers that the market for the provision of nuclear HVAC 
engineering services is at least national in scope.141 However, the Notifying Party 
considers that t he precise geographic scope of the relevant market can b e left open, 
given that the activities of the parties to the Transaction  are performed mainly in 
France.142 
4.5.2.3.  Commission’s assessment  
(109)  The results of the  market investigation confirm ed that the market for the provision 
of HVAC engineering services for the civil nuclear industry is national in scope. 
All of the respondents indicated that the service providers who are active in that 
market are typically present nation -wide.143 As one custom er explained, 
“Considering the volume of necessary activities and qualifications required to 
work, the size of the companies involved corresponds to the ones working 
nationally. ”144 All customers also replied that they source their HVAC engineering 
services on a national basis.145 
(110)  As one customer explained, “[t]he national panel (…) covers 80% of the activities 
needed for [this customer’s] business. Some panellists are dedicated to a single 
business unit but most suppliers are nationwide .”146 
(111)  The Commission notes , however, that similar considerations to those voiced in 
respect to smaller electrical maintenance project s in paragraph  (83) above, might 
also apply in the market for the provision of HVAC maintenance for the civil 
nuclear industry.  
(112)  As one customer explained, “[t]he CAPEX -intensive projects are new installations 
of ventilation systems (e.g. during the installation of new workshops), whereas 
ventilation maintenance does not require such important activities and specific 
knowledge, being mainly focused on filters replacement.”147 It therefore appears 
likely that smalle r HVAC maintenance projects can also be carried out by smaller, 
more local service providers.  
(113)  In light of the above , the Commission considers the market for the provision of 
HVAC installation services  for the civil nuclear industry to be national in scope . As 
regards the provision of HVAC maintenance services  for the civil nuclear industry, 
the exact geographic market definition can be left open , as the Parties do  not 
overlap with respect to these activities.  The market for the provision of HVAC 
maintenanc e services for the civil nuclear industry  will therefore not be considered 
further in this decision.  
                                                 
141  Form CO, para. 351.  
142  Ibid. 
143  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
questions 16, 16.2,  and replies to eQ6 to competitors in electrical and HVAC engineering services in 
the civil nuclear sector, question 16 . 
144  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
question 16.2.  
145  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector , 
question 13.  
146  Minutes of the call with a customer, 03.05.2022.  
147  Minutes of the call with a customer, 03.05.2022.  
 
25 5. COMPETITIVE  ASSESSMENT  
5.1. Legal framework  
(114)  Under paragraphs 2 and 3 of Article 2 of the Merger Regulation, the Commission 
must assess whether a proposed conc entration would significantly impede effective 
competition in the internal market or in a substantial part of it, or the functioning of 
the EEA agreement , in particular through the creation or strengthening of a 
dominant position. In this respect, a merger  may entail horizontal and/or vertical 
effects.  
5.1.1.  Horizontal framework   
(115)  The legal test for the assessment of horizontal effects of a merger  is set out in the 
Merger Regulation and in the Guidelines on the assessment of horizontal mergers 
under the Council Regulation on the control of concen trations between 
undertakings (“Horizontal Merger Guidelines” ).148 
(116)  Horizontal effects are those deriving f rom a concentration where the undertakings 
concerned are actual or potential competitors of each other in one or more of the 
relevant markets concerned. The Horizontal Merger Guidelines distinguish 
between two main ways in which mergers between actual or p otential competitors 
on the same relevant market may significantly impede effective competition, 
namely non -coordinated and coordinated effects.149 
(117)  Non-coordinated effects may significantly impede effective competition through 
the creation or strengthening o f the dominant position of a single firm, or through 
the elimination of important competitive constraints on one or more firms, which 
consequently would allow those firms  to have increased market power without 
resorting to coordinated behaviour. In that re gard, the Horizontal Merger 
Guidelines consider not only the direct loss of competition between the merging 
firms, but also the reduction in competitive pressure on non -merging firms in the 
same market that could be brought about by the merger.150 
(118)  The Horizo ntal Merger Guidelines list a number of factors influencing whether 
significant non -coordinated effects are likely to result from a merger, such as large 
market shares of the merging firms, the fact that the merging firms are close 
competitors, the limited  possibilities for customers to switch suppliers, or the fact 
that the merger would eliminate an important competitive force. Not all of these 
factors need to be present to make non -coordinated effects likely, and it is not an 
exhaustive list.151 
5.1.2.  Non-horizon tal framework  
(119)  The legal test for the assessment of non-horizontal  effects of a merger is set out in 
the Merger Regulation and the Commission’s Guidelines on the assessment of non -
horizontal mergers under the Council Regulation on the control of concentrati ons 
                                                 
148  OJ C 31, 05.02.2004.  
149  Horizontal Merger Guidelines, paragraph 22.  
150  Horizontal Merger Guidelines, paragraphs 23 -24. 
151  Horizontal  Merger Guidelines, paragraphs 26 -38. 
 
26 between undertakings (“Non -horizontal Merger Guidelines”) .152 According to the 
Non-horizontal Merger Guidelines , foreclosure effects may occur where actual or 
potential rivals’ access to supplies or markets is hampered or eliminated as a result 
of the me rger, t hereby reducing these companies’  ability and/or incentive to 
compete.153 Foreclosure effects may also occur where the combination of products 
in related markets may confer on the merged entity the ability and incentive to 
leverage a strong market posi tion from one market to another by means of tying or 
bundling or other exclusionary practices.154 
(120)  In assessing the likelihood of an anticompetitive input foreclosure scenario, the 
Commission examines, first, whether the merged entity would have, post -merger,  
the ability to substantially foreclose access to inputs, second, whether it would have 
the incentive to do so, and third, whether a foreclosure strategy would have 
a significant detrimental effect on competition downstream.155 
(121)  In assessing the likelihood of  an anticompetitive customer foreclosure scenario, the 
Commission examines, first, whether the merged en tity would have the ability to 
foreclose access to downstream markets by reducing its purchases from its 
upstream rivals, second, whether it would have the incentive to reduce its 
purchases upstream, and third, whether a foreclosure strategy would have 
a significant detrimental effect on consumers in the downstream market.156 
(122)  In assessing the likelihood of an anticompetitive rival foreclosure scenario  in 
relation to conglomerate effects , the Commission examines, first, whether the 
merged entity would have, post -merger, the ability to foreclose its rivals, second, 
whether it would have the economic incentive to do so, and third, whether a 
foreclosure strategy  would have a significant detrimental effect on competition.157 
5.2. Catenaries  and overhead contact lines  
5.2.1.  Horizontally affected market s - installation and maintenance of catenaries and 
overhead contact lines158 
(123)  As regards the installation and maintenance of catenaries and overhead contact 
lines , the Transaction would give rise to the following  horizontally affected 
markets  in Belgium, Luxembourg, Austria, France and the Netherlands :  
– Belgium:  
 overall market for the installation and maintenance of catenaries a nd 
overhead contact lines  (consisting of both long -distance and metropolitan 
rail) 
 potential market for long -distance rail  
                                                 
152  OJ C 265, 18.10.2008, p. 6.  
153  Non-horizontal Merger Guidelines, paragraph 18.  
154  Non-horizontal Merger Guidelines, paragraph 93.  
155  Non-horizontal Merger Guidelines, paragraph 32.  
156  Non-horizontal Merger Guidelin es, paragraph 59.  
157  Non-horizontal Merger Guidelines, paragraph 94.  
158  No horizontally affected market would arise from the Transaction for the manufacture and supply of 
catenary equipment.  
 
27  potential market for metropolitan rail  
– Luxembourg:  
 overall market for the installation and maintenance of catenaries and 
overhead con tact lines  (consisting of both long -distance and metropolitan 
rail) 
 potential market for long -distance rail  
– Austria:  
 potential market for metropolitan rail  
– France:  
 potential market for long -distance rail  
– The Netherlands:  
 potential market for metropolitan r ail 
(124)  No affected market would arise from the Transaction for the installation and 
maintenance of third rail systems.  
5.2.1.1.  Market shares  
(125)  Since  the sourcing of installation and maintenance services for catenary and 
overhead contact lines  principally takes place th rough tenders (as will be explained 
in sections 5.2.1.2  et seq.  below ), and given  the relatively limited size of the 
affected markets, the Commission notes that market shares may vary significantly 
from year to year, depending on the award of each particular tender.  
(126)  This being said, t he Commission notes  that, despite such fluctuation in the market 
shares,  the Transaction  would  give rise to the same affected markets , even if the 
Parties’ combined market shares were to be considered over several years.159 The 
competitive assessment will therefore be conducted on the basis of the Parties’ 
market shares in 2021.  
(127)  The Notifying  Party provides an estimate of the Parties’ individual and combined 
market shares  in 2021  in Table 1 below.  
                                                 
159  See Annex 7.3.2.1. to the Form CO: Parties’ combined market sh ares for 2016 -2021 in Belgium, 
France and the Netherlands; 2018 -2021 in Luxembourg; 2020 -2021 in Austria. Note that Bouygues 
entered the Austrian market in 2020.  


 
30 Party’s view,  the Transaction will have a limited impact given that the Parties have 
only bid for […] same tenders out of […] total tenders listed for 2016 -2022.  
(134)  In this respect,  the Notifying Party claims that  these tenders’ analysis reveal s that 
the Parties face a number of other credible players  (i.e. Mobix  Engema , Strukton 
and Duchêne ), that are able to win tenders against  the Parties and  to increase their 
market posit ion.  
(135)  Finally, the Notifying Party  highlight s that the market is characterized by low 
barriers to entry . 
5.2.1.2.2.  Commission’s assessment  
(136)  From the  outset , the Commission notes  that the overall market for the installation 
and maintenance of catenaries and overhead contact lines  in Belgium is driven 
mainly by the segment for long -distance rail, given its much larger size compared 
to the segment for metropolitan rail. Therefore, the below considerations with 
respect to the potential market  for long -distance rail also apply if an overall market, 
comprising both long-distance and metropolitan rail, were to be considered.  When 
such considerations also apply to the potential market for metropolitan rail, this 
will be indicated.  
(137)  First, with respect to whether the Parties’ combined market shares adequately 
reflect the Parties’ market position, given that the market is driven by tenders, the 
Commission notes that the Parties’ combined market shares have been consistently 
high in the overall market  over the last 4 years with a  tendency  to further increase , 
as shown in Table 2 above .  
(138)  When looking at the Parties’ combined market shares in the overall market, they 
have been constantly increa sing from [40-50]% in 2018 to [60-70]% in 2021. 
Similarly, in the potential  market  for long -distance rail, the Parties combined 
market shares  have been constantly increasing from [40-50]% in 2018 to [60-70]% 
in 2021.  The same consideration also applies to the potential market for 
metropolitan rail, where the Parties market shares increased from [30-40]% in 
2018, to [50-60]% in 2021.  When extending the time period considered  further 
back to 2016 and 2017, the steady  long-term increase of the Parties’ combine d 
market shares in both market delineations  is even more accentuated.161  
(139)  The Commission therefore considers that the Parties’  high combined market  shares , 
as depicted in Table 2, are representative of their market position in Belgium.   
(140)  Second, the Belgian market is highly concentrated, with a small number of 
competitors and relatively few customers. The  Parties’ stro ng market position in 
Belgium is confirmed by the market investigation.  With respect to the potential 
market for metropolitan rail, the majority of customers in this segment confirmed 
that the Parties are 2 of the 3 main service providers.162 The majority of  responses 
from both customers and competitors indicate that the Parties are 2 out of the 3 
main service providers in Belgium  also for long -distance rail, along with Mobix.163 
                                                 
161  See Table no. 66, Form CO.  
162  Replies to eQ1 to customers of railway contact lines and catenary equipment, question C.4.  
163  Replies to eQ1 to customers of railway contact lines and catenary equipment, question C.4 and replies 
to eQ2 to competitors, question C.2.1.  
 
31 A number of respondents further commented, that the Parties and Mobix are  in fact  
the only service providers able to offer their services across the Belgian territory.  
The remaining competitors usually focus their activities on a certain part of 
Belgium, mainly due to constraints in their machinery and workforce resources, or 
due to the  language barriers present within Belgium.164  
(141)  With respect  to the language barriers within Belgium , a competitor  explained “ [a]ll 
official documents are published in one of these 3 languages  [i.e. Dutch, French 
and German ], and a safety examination of the p ersonnel, usually in Dutch or 
French, requires that competitors can understand and speak in these languages . 
(…) certification requires suppliers to pass safety exams for their personnel 
working on the tracks (some of which must speak the local language fo r safety 
reasons) .” For this reason, as explained by one customer, with the exception of the 
Parties and Mobix, other competitors tend to focus on either Flanders (Dutch -
speaking) or Wallonia (French speaking).  “Some of the players (…) chose to focus 
their activities on certain parts of Belgium, e.g . Duchene  is mainly active in 
Wallonia and the Brussels region, whereas companies like Strukton , with a Dutch 
parent company, are mainly active in Flanders. This is also related to the langua ge 
barriers. Those active across Belgium are currently only Colas Rail  
[i.e. Bouygues] , Fabricom [i.e. Equans]  and Mobix. “165 
(142)  Apart from their similar  geogr aphical footprint  within Belgium,  the Parties are also 
perceived by the majority of  market participant s as close competitors , also in 
comparison to other competitors,  due to their  similar characteristics in terms of 
machinery and workforce resources , their knowledge of local regulation, pricing  
and ability to carry  our projects of the same size.166 As one cu stomer explains 
“[f]rom our view, both companies are capable to execute all catenary and 
overhead contact lines works that are requested, from smaller to the biggest 
challenges in catenary and overhead contact lines works .”167 
(143)  It follows tha t the Transaction  would  decrease the nation -wide service providers in 
Belgium from 3 to 2, both on the overall market, as well as on either of  the 
potential narrower markets for long -distance and metropolitan rail , leading to a  
negative  impact on the market in relation to  choice and prices.  The majority of 
customers submit ted that they do not have sufficient participation in their tenders, 
or might not have sufficient participation in the future due to the Transaction.168 
Moreover, all customers also expect the Transaction to  lead to higher prices ,169 
while a  significant  majority of both customers and competitors expect that the 
Transaction will lea d to a decrease of choice between  installation and  maintenance 
service providers.170 
                                                 
164  Replies to eQ1 to customers of railway contact lines and catenary equipment, question C.4, C.12.1, 
and replies to eQ2 to competitors, question A.1., C.2.1, C.15.  
165  See minutes of call with customer , 22.04.2022.  
166  Replies to eQ1 to customers of railway contact lines and catenary equip ment, question C.5  and replies 
to eQ 2 to competitors, question C.3 . 
167  Replies to eQ1 to customers of railway contact lines and catenary equipment, question C. 5. 
168  Replies to eQ1 to customers of railway contact lines and catenary equipment, question C.2. 
169  Replies to eQ1 to customers of railway contact lines and catenary equipment, question D.2.  
170  Replies to eQ1 to customers of railway contact lines and catenary equipment, question D.2  and 
replies to eQ 2 to competitors, question D.2.1 . 
 
32 (144)  The Commission does not consider the tender data provided by the Notifying Party 
as sufficient to offset the Commission’s findings on the closeness of competition 
between the Parties. In particular , certain  constraints  with respect to the tender data 
submitted ,, such as lack of information on competitors ’ participation or 
subcontracting , limit the informative value  of the bidding analysis . As a 
consequence , the Commission  considers that the results of the market investigation 
and the structural indicators of the market sh ould prevail.  
(145)  Third,  two market participant s submitted that Equans is an important contracting 
partner for other companies, who do not have the resources to carry out larger 
projects by themselves and to compete against Mobix and Bouygues.  
(146)  As one competitor explains “[c]ompe titors need a certain capacity to reliably 
execute a project within the short timeframe available (working mainly on 
weekends and overnight). Otherwise, the network operator applies contrac tual 
fines. [This competitor ], albeit a class 8 player, has only c. 25 blue collar workers 
qualified for catenaries works and one cannot simply put bridge construction 
workers on a catenaries project. To alleviate this risk, [this competitor ] often teams 
up with Equans  (…) to combine resources and sha re the burden. (…) competitors 
like Colas Rail and Mobix Engema, which only deals with catenaries in Belgium, 
have about three times more hu man resources than [this competitor ].” This 
competitor highlights the importance of Equans as a contracting partner,  noting that 
it “(…)wo rks for the pas t 10 years with Equans for their quality of service and for 
the level of trust between parties, as well as the trust built with our common clients. 
This is impossible to find in other parties.”171 
(147)  Another  company  active in  railway  track installation , which has no in -house 
catenary unit,  often outsource s the catenar y-part of a project to Equans. According 
to this company, E quans is the only sizable catenary and overhead contact lines 
installer, which is not active in track installat ion. Equans is therefore one of the few 
subcontractors to mak e competitive offers to this company  for the catenary part . 
Bouygues, on the other hand, being itself active in  track installation and therefore 
a competitor to  this company, is not considered by  this company as a potential  
contracting partner: “[i]f the Transaction goes ahead, 50% of the catenary and 
overhead contact lines market for railtrack infrastructure will be concentrated with 
Bouygues. Already today the market is very limited, as some cat enary and 
overhead contact lines companies with railtrack construction capacities refuse to 
give prices, or offer uncompetitive prices .”172 
(148)  In this regard, the Parties confirm that in the years 2016 -2021, [share of 
outsourcing]  of Equans turnovers was genera ted through subcontracted works.173 
These activities of Equans are not reflected in the tender data p rovided by the 
Notifying Party, although they exert  competitive constraints on Bouygues , by 
either reinforcing smaller competitors in catenaries and overhead  contact lines, or 
by reinforcing Bouygues’ competitors in tenders for railway projects including 
both a track and a  catenary part .  
                                                 
171  Replies to eQ1 to competitors  of railway contact lines and catenary equipment, question C.13 .2.1. 
172  Replies to eQ1 to customers of railway contact lines and catenary equipment , question C.2.1.  
173  See response to question 4, PN RFI 5.  
 
33 (149)  Fourth , a majority of  market participants indicated that there are  several important 
barriers  to entry in the Belgian marke t for installation and maintenance of 
catenaries and overhead contact lines . Such barriers apply to both the overall 
market for installation and maintenance services for catenaries and overhead 
contact lines, as well as to both potential narrower markets for long -distance and 
metropolitan rail.  
(150)  The main barrier  appear s to be the  requirement to hold an  “H2 Class 8 ” 
certification , in order to be able to participate in a public tender for a catenary and 
overhead contact line project of a value of more than EUR 5.3Mn.174 As the main 
customer  confirms, most of its tenders require an “H2 Class 8” certificate.175 
Certification criteria include previous experience  with projects of a smaller 
classification, minimum workforce resources  and specific turnover requirements.176 
(151)  A further barrier to entry (see also paragraph (141)  above) relates to the three  
languages spoken in Belgium (i.e. Dutch, French and German), as all official 
documents are published in one of these three  languages, and a safety examinatio n 
of the personnel, usually in Dutch or French, requires that the personnel can 
understand and speak in these languages.177 
(152)  The catenary installation equipment (i.e. engineering trains, trucks, elevating 
platforms etc. ) of the potential  entrant  also needs to  be homologated  for the safety 
requirements imposed  by the Belgian authorities before being eligible to be  
deployed in Belgium , which constitutes a  further barrier .178 While most countries 
accept a common EU homologation, Belgium  applies stricter  safety  standards , 
which means equipment homologated, e.g., for France or the Netherlands cannot 
immediately be used in Belgi um.179  
(153)  As one customer pointed out, “[i]f foreign companies want to work on Belgian rail 
infrastructure, they will need to have their machi nery equipped with safety systems 
specific for Belgian Territory and certified by the related authorities ”.180In light of 
the above, one competitor noted  that a new entrant  would require approximately 
18 months to obtain the required certifications and homol ogation of its 
equipment.181 Another competitor submitted that the costs of entry would be 
around EUR 5 m in order to become active on smaller projects.182  
(154)  As a result of the above, a significant  majority of both customers and competitors 
do not expect any new  entrants in the Belgian market for catenaries and overhead 
contact lines in the next 3 years.183 
                                                 
174  Replies to eQ1 to customers of railway contact lines and catenary equipment, question C.9  and replies 
to eQ2 to competitors, question C.7 . 
175  See minutes of the call with Infrabel, 22.04.2022.  
176  Replies to eQ1 to customers of railway contact lines and ca tenary equipment, question C.9 .3 and 
replies to eQ2 to competitors, question C.7. 3. 
177  See minutes of the call with a competitor, 20.04.2022.  
178  Replies to eQ2 to competitors  of railway contact lines and catenary equipment, question B.B.4.  
179  See minutes o f the call with a competitor, 20.04.2022.  
180  Replies to eQ1 to customers of railway contact lines and catenary equipment, question B.B.5.5.1.  
181  Replies to eQ2 to competitors  of railway contact lines and catenary equipment, question C.11.  
182  Ibid. 
183  Repli es to eQ1 to customers of railway contact lines and catenary equipment, question C.12  and 
replies to eQ2 to competitors, question C.10 . 

 
35 (159)  The market is  generally viewed by the Notifying Party  as an extension of the 
French market rather than a separate standalone market given the similar 
characteristics of the catenary systems, the geographic proximity, and the presence 
of French players on the market. Luxembourg and France should therefore , 
accord ing to the Notifying Party,  be considered a single market with sufficien t 
competition.184 
(160)  The Notifying Party further argues that the market is characterised by low barriers 
to entry, given that catenaries in Luxembourg and in France have comparable 
designs .  
5.2.1.3.2.  Commission’s assessment  
(161)  As regards the Luxembourg market, the Commission notes that,  in order to 
maintain effective competition in its tenders  for catenary and overhead contact line 
tenders , CFL, the national railway operator  and only customer in the lo ng-distance 
rail segment , requires at least three offers  from qualified service providers.185 In 
this regard, the customer  voiced the concern that the Transaction might lead to it 
receiving less than three  offers to its tenders, which would mean an increased  
dependency on  the two remaining players post -transaction, i.e.  TSO and the  
merged  entity.  
(162)  Following the Transaction, the combined market share of the Parties would exceed 
60% on the overall market for the installation and maintenance of catenaries and 
overhead contact lines in Luxembourg and exceed 70% on the potential market in 
Luxembourg for long -distance rail. The Transaction would reduce the number of 
suppliers based in Luxembourg from three to two.  
(163)  However, t he results of the market investigation indicate that  sufficient, timely and 
sustained entry of other competitors  based in France  into the Luxembourg market  
is likely and that such competitors will be  capable of constraining the merged 
entity .  
(164)  First, the certification and other regulation require ments, (as described in 
paragraph  (28)), which normally constitute the main  barrier to entry for foreign 
suppliers,  are less relevant for French service providers seeking to enter  the 
Luxembourg. This is because the Luxembourg catenary system is based on the 
French one  and French providers thus do not need to obtain further certification . 
(165)  As CFL explains  “[c]ompanies that install the French catenary system are 
certified by the SNCF.186 Luxembourg orientates itself on this certification and 
imposes it as a prerequisite for  participating in tenders .”187 “Since the catenary 
system in Luxembourg is based on F rench technologies, CFL is wor king with 
French companies, not least  because of its geographical proximity. (…) It is 
important that all installed technologies and equipment are certified accordingly. 
The F rench catenary system (V200) is already certified. In order to simplify the 
overall certification process of a new lin e, this system is the only one that is 
                                                 
184  See Form CO, para. 687 et seq.  
185  See minutes of the call with CFL, 18.03.2022.  
186  Société nationale des chemins de fer français (SNCF) is the French national railway operator.  
187  Replies to eQ2 to competitors in  railway contact lines and cat enary equipment, question B.B.5.  
 
36 installed. (…) French companies are familiar with the catenary system that is being 
installed, as it is the same system SNCF and S NCB is installing in their railw ay 
infrastructure.” .188 
(166)  TSO, the Parties’ only competitor  currently active  in Luxembourg, confirms that 
regulations, standards and certi fication processes are similar between France and 
Luxembourg.189  
(167)  Second, the results of  the market investigation confirmed that, in order for a French 
competitor to provide services in Luxembourg, it does not need to be established in 
this country. CFL submitted that its service providers are based outside 
Luxembourg, without any physical pr esence in the country, not even a branch 
office.190 The Part ies submit that they have no local subsidiaries in Luxembourg, 
but source the required resources for their operations in Luxembourg from their 
respective  business units  based in France , on a project -by-project basis.191 TSO, the 
Parties’ competitor, is not established in Luxembourg either, but carries out 
projects in Luxembourg through its branch in Eastern France.192 As TSO explains, 
“[t]he company does not own dedicated assets in Luxembourg, but transf ers when 
required its engineering trains and elevated platforms from France .”193 
(168)  It follows that, for a French competitor to carry out a catenary and overhead contact 
line project in Luxembourg, it does not need to undergo lengthy certification 
processes or to establish itself in the country.  A French competitor could therefore 
participate in the customer ’s tenders on even grounds with the Parties and TSO, 
without any lead times and without the need of any investments beforehand . They  
would be  able to carry o ut the project by temporarily relocating part of  its 
installation equipment and personnel  based in France . 
(169)  Third , CFL submitted that it has the ability to invite new entrants to its future 
tenders if necessary.194 
(170)  In fact, CFL mentions a further player, ETF, in addition to  the Parties and TSO, 
which is based in France and is  eligible for participating in its tenders for the 
largest catenaries and overhead contact line projects in Luxembourg.195 CFL 
further  confirms that the Parties, TSO and ETF all  have the size and experience to  
participate in its tenders and to carry out  projects in Luxembour g.196 
(171)  ETF confirms that it has recently carried out railway studies for CFL in 
Luxembourg , while it has also bid for catenary and overhead contact line projects,  
but has not won  a tender  so far. ETF notes, however, that through its involvement 
in railway studies in Luxembourg it is fostering its relations with CFL and 
maintains its strategy to enter the catenaries and overhead contact lines market in 
this country :“*(…) this entry is very easy, especially as Luxembourg is 
                                                 
188  See minutes of the call with CFL, 18.03.2022.  
189  Replies to eQ2 to competitors in  railway contact lines and cat enary equipment, question B.B.5.  
190  Replies to eQ1 to customers of railway contact lines and cat enary equipment, question B.B.1.  
191  Form CO, paragraph 924.  
192  Minutes of the call with TSO, 24.03.2022.  
193  Ibid. 
194  Replies to eQ1 to customers of railway contact lines and cat enary equipment, question C.13.  
195  Replies to eQ1 to customers of railway contact lines and cat enary equipment, question C.9.1.  
196  Replies to eQ1 to customers of railway contact lines and cat enary equipment, question C.6.  
 
37 geographically very close to France. In addition, certifications are not required in 
Luxembourg if the undertaking has already been certified in another  European  
country”.197 
(172)  Besides ETF, CFL is also  actively inviting other French service providers198 who 
are interested in working in Luxembourg, through pilot projects, which aim at 
assessing the company’s work and preparing them for taking up larger projects.  
(173)  As CFL explains, “(…) pilot projects are ca rried out with new companies in order 
to assess the quality of the work and the project management of the company. If a 
company is interested in working in Luxembourg and can prove its qualification 
through SNCF, we are always open to start with a pilot pr oject in order to realize 
larger projects after successful execution.”.199 
(174)  Such a pilot project is currently being finalized with another French service 
provider.200 Upon successful execution of such pilot project, this service provider , 
being already  certified by SNCF, will fulfil CFL’s main selection criteria in order 
to participate in its tenders for catenary and overhead contact line projects.201 
(175)  It follows from the above that CFL will post-Transaction continue to have at least 
3 providers, as before , and possib ly, with additional entry,  even 4  service providers 
that can participate in  its tenders.  Besides the Parties, TSO and ETF, there is a 
number of further service providers certified by SNCF, including Eiffage Rail, 
Alstom and C2F, who would be el igible to participate in CFL’s tenders.  
Furthermore, both TSO and ETF do not expect a negative impact of the 
Transaction on the market in Luxembourg. TSO submitted in the market 
investigation that the Transaction will have no impact on prices and quality o n the 
market for the installation and maintenance in Luxembourg.202 ETF commented 
that “*(…) the impact on Luxembourg is expected to remain limited” .203 The 
Commission  therefore considers that the T ransaction does not raise serious doubts 
as to its compatibili ty with the internal market or the functioning of the EEA 
agreement,  with respect to the market for installation and maintenance of catenarie s 
and overhead contact lines  in Luxembourg , neither on the overall market, nor on 
the narrowest possible market  for long-distance rail in Luxembourg.  
5.2.1.4.  Austria,  France  and the Netherlands  
(176)  The Transaction also gives rise to affected markets as regards  the installation and 
maintenance of catenaries and overhead contact lines in Austria and the 
Netherlands with respect to metropolitan rail . Bouygues is not active in the long -
distance rail market in any of these countries . In France , there is an affected market  
                                                 
197  See minutes of the call with ETF, 24.03.2022; *Courtesy translation. Original text in French  :“(…) 
cette entrée est très facile d’autant plus que le Luxembourg est géographiquement très proche de la 
France. En outr e, un agrément n’est pas requis au Luxembourg si l’entreprise a déjà été agréée dans 
un autre pays européen.”  
198  See Table 5 below, for a list of the main competitors based in France who would be eligible for 
participating in CFL’s tenders.  
199  Replies to eQ1 to customers of railway contact lines and cat enary equipment, question B.B.5.  
200  Replies to eQ1 to customers of railway contact lines and cat enary equipment, question C.11.  
201  Replies to eQ1 to customers of railway contact lines and cat enary equipment,  question C.15.  
202  Replies to eQ2 to competitors of railway contact lines and catenary equipment, question D.2.3.  
203  Minutes of the call with ETF, 24.03.2022. *Courtesy translation. Original French version: “(…) et 
l’impact pour le Luxembourg devrait également rester limité .” 


 
40 (183)  In Austria, the Partie s will continue facing competition from Europten  ([30-40]%), 
Matthei  ([10-20]%) and Rhomberg  ([5-10]%). At least Europten achieves  a higher 
market share than the Parties combined.  
(184)  In France, the Parties will continue facing competition from at least 5 fur ther 
competitors, of which TSO ( [20-30]%), ETF ( [20-30]%) and Eiffage Rail ( [10-
20]%) achieve comparable or even higher market shares than the Parties combined.  
(185)  In the Netherlands, Volkerrail ( [20-30]%) and Dura Vermeer ( [20-30]%) achieve 
higher market sh ares than the Parties combined. The Parties will keep facing 
competition also from other well -established players, such as BAM ( [10-20]%) and 
Strukton ( [5-10]%). 
(186)  The market investigation confirmed that the above competitors are able to 
participate in tende rs for the largest projects for installation and maintenance of 
catenaries and overhead contact lines.209 
(187)  As is apparent from the results of the market investigation, a significant majority of  
market participants share the view that  the Transaction will have  no negative 
impact and that  these markets will remain sufficiently competitive post -
Transaction.210  
(188)  The results of the  market investigation further confirmed that the sourcing of 
installation and maintenance services for catenaries and overhead contact lines in 
these countries takes place through tenders.211 The majority of customers in each of 
the countries in question  who gave a reply, submitted that post-Transaction  they 
would continue to have sufficient participation in their tenders .212 The Commission 
therefore considers that customers in these markets have sufficient alternative 
choices to maintain the competitiveness of  the market s.  
(189)  One of the customers  in Austria  submitted  that the Parties are two out of its three 
main service providers in the installation and maintenance of catenaries and 
overhead contact lines for metropolitan railways.213 This customer subsequently 
expects a negative impact of the Transaction with respect to prices and choice.214 
However, as explained above, this respondent’s feedback is not confirmed by the 
rest of the customers in Austria, which submit that there are sufficient alternative 
service prov iders available, as well as sufficient participation in their tenders. 
Besides, this customer confirms that it would be able to invite new entrants to 
future tenders if necessary.215 
(190)  Based on the above , the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market or the functioning of 
                                                 
209  Replies to eQ1 to customers of railway contact lines and catenary equipment, question C.9.1. and 
replies to eQ2 to competitors, question C.7.1.  
210  Replies to eQ1 to customers of railway contact lines and catenary equipment, question C.4, D.1. and 
replies to eQ2 to competitors, question C.2.2., D.1.  
211  Replies to eQ1 to customers o f railway contact lines and catenary equipment, question C.1 and replies 
to eQ2 to competitors, question C.1.  
212  Replies to eQ1 to customers of railway contact lines and catenary equipment, question C.2.  
213  Replies to eQ1 to customers of railway contact li nes and catenary equipment, question C.4.  
214  Replies to eQ1 to customers of railway contact lines and catenary equipment, question D.2.  
215  Replies to eQ1 to customers of railway contact lines and catenary equipment, question C.13.  
 
41 the EEA agreement  with respect to the market for installation and maintenance of 
catenaries and overhead contact lines for metropolitan rail in Austria , and the 
Netherlands  and for long -distance rail in France .  
5.2.2.  Non-horizontally  affected market s – Catenary equipment (upstream) and 
installation and maintenance of catenaries and overhead contact lines  
(downstream)  
(191)  The Parties are both active on the market for the manufacture and supply of 
catenary equipment in the EEA , mainly for the metropolitan rail segment . The 
Parties’ combined share as regards catenary equipment  would however, remain  
low, with a combined market share of [0-5]% for the manufacture and supply of  
catenary equipment for long -distance rail in the EEA and a combined market share 
of [5-10]% for the manufacture and supply of catenary equipment for metropolitan 
rail in the EEA .216  
(192)  As shown in Table 1 above , the Parties’ combined shares on the market for the 
installation and maintenance of catenaries and overhead contact lines are above 
30% only in Belgium and Luxembourg.  
(193)  The Transaction therefore gives rise to vertic ally affected market s for the 
manufacture and supply of catenary equipment in the EEA upstream, and the 
installation and maintenance of catenaries and overhead contact lines in Belgium 
and Luxembourg downstream.  
5.2.2.1.  Notifying Party’s arguments  
(194)  The Notifying P arty consider s the Parties’  activities in the manufacture and supply 
of catenary equipment as marginal  and claim that they are not among the main 
competitors in the EEA or in any of the countries in which they overlap.217  
(195)  The Notifying Party further submits  that catenary equipment is, to a large extent, 
purchased by customers themselves through their central purchasing body, while 
installation works are subject to separate calls for tenders. The vertical link 
between the two activities therefore appears limi ted.  
5.2.2.2.  Commission’s assessment  
(196)  The Commission notes that both Parties are already vertically integrated in the 
markets for the manufacture and supply of catenary equipment on the one hand, 
and the installation and maintenance of catenaries and overhead con tact lines on 
the other hand. The Commission will therefore assess  under the legal framework 
set out in paragraph  (119) -(122)  above  whether the Transaction is likely to change 
the Parties’ ability and incentives to pursue a foreclosure strategy. In the first place , 
the merged entity could engage in i nput or customer  foreclosure as a result of the 
vertical link between both markets (S ections 5.2.2.2.1  and 5.2.2.2.2 ). In the second 
place, the merged entity could foreclose rivals by means of tying or bundling or 
other exc lusionary practices (S ection 5.2.2.2.3 ).  
                                                 
216  Form CO, para. 351; Annex 6.2.4.3.1.  
217  Idem.  
 
42 5.2.2.2.1.  Input foreclosure  
(197)  The Commission considers that the merged entity  will not have the ability to 
foreclose their competitors in the downstream market from  access to  catenary 
equipment. As mentioned in paragraph  (191)  above , the Parties’ combined share on 
the upstream market for the manufacture and supply of catenary equipment will 
remain below 5%  on the narrowest possible market s for catenary equipment for the 
metropolitan rail  and for long -distance rail in the EEA . There is a number of 
competitors active in the EEA with a higher market share than the merged entity , 
including Siemens ( [10-20]%), R ail Power Syste ms ( [10-20]%), Alstom 
([10-20]%), Galland  ([10-20]%) and RIBE ( [5-10]%). The Parties’ competitors on 
the downstream market for the installation and maintenance of catenaries and 
overhead contact lines in both Belgium and Luxembourg will ther efore continue to 
have access to a  sufficient number of catenary equipment suppliers post -
Transaction.  
(198)  Moreover, the Commission considers that the merged entity  will not have the 
incentive to stop supplying catenary equipment to their downstream rivals in  
Belgium and Luxembourg.  Given the merged entity’s small market shares in the 
upstream market, its rivals on the downstream market would still have access to at 
least 95% of input sources for catenary equipment in the EEA. It is therefore 
unlikely that an input foreclosure strategy by the merged entity would result in its 
downstream rivals winning less tenders for installation and maintenance projects, 
due to the lack of  access to  catenary equipment input.  
(199)  Furthermore, t he merged entity’s  loss from not sup plying catenary equipment, will 
not necessarily be recovered in the downstream market, as installation and 
maintenance services are sourced through tenders (see , e.g.,  paragraphs  (137) 
and (188)  above ), separately from the sourcing of catenary equipment . In this 
regard, if the Parties do not win the tender in the downstream market, a foreclosure 
strategy will only mean that they w ould also forego the opportunity to  supply 
catenary equipment to their downstream rival  that won the tender . Conversely, b y 
supplying  its downstream competitors  with catenary equipment , the merged entity , 
might still (indirectly) benefit , even if it would los e the bid on the downstream 
market . Hence, the likelihood that the merged entity  might engage in an input 
foreclosure strategy appears remote.  
(200)  Furthermore, the results of the market investigation confirmed that the Parties are 
not an important source of catenary equipment input, and that the impact of any 
input foreclosure strategy on the Parties’ customers for the supply of catenary 
equipment would be limited.218 
5.2.2.2.2.  Customer foreclosure  
(201)  Similarly,  it appears unlikely that  the merged entity would  have  the abil ity to 
engage in a customer foreclosure strategy. Although the Parties have significant 
combined  market shares in the downstream market in Belgium and Luxembourg, 
catenary equipment suppliers are active on an EEA level.219 Even if the merged 
entity were able  to foreclose its upstream rivals from customers in Belgium and 
                                                 
218  Replies to eQ2 to competitors of railway contact lines and catenary equipment, questions C.15.  
219  See paragraph (36).  
 
43 Luxembourg, given the limited size of these markets ,220 the merged  entity’s rivals 
in the upstream market would still have access to a sufficient customer base in the 
rest of the EEA.   
(202)  In any ca se, on an  EEA level,  the merged entity’s  market share in the installation 
and maintenance of catenaries and overhead contact lines would remain 
at [10-20]%.221 As explained in paragraph  (36), the majority of respondents in the 
market investigation replied that they source catenary equipment on an EEA -wide, 
or even worldwide level.222 It follows that post -Transaction, competing cate nary 
equipment suppliers will have a sufficient customer base to address in the EEA.  
(203)  A significant number  of customers for installation and maintenance services for 
catenaries and overhead contact lines, including  CFL and Infrabel,  the national 
railway op erator s and main customer s in Belgium and Luxembourg  respectively , 
submitted that they typically  do not outsource the purchase of catenary equipment 
to their installation and maintenance provider s, but rather source it independently 
themselves, directly fr om catenary equipment suppliers , and separately from their 
tenders for installation and maintenance services .223 It follows that the customer 
base for catenary equipment suppliers is not limited only to the installation and 
maintenance service providers on t he downstream market, but they also sell 
directly to railway infrastructure operator s. This further limits the merged entity’s 
importance as a customer for catenary equipment in the EEA, and its ability to 
profit from a customer foreclosure strategy.  
(204)  Absen t the ability to foreclose its upstream rivals from access to customers, 
an assessment of the merged entity’s ’ incentives do to so is not necessary. In any 
case, the Commission considers that the combined entity  would post -Transaction 
not have the incentive to stop sourcing catenary equipment from third suppliers, 
given that its own activity on that market is marginal and its output of catenary 
equipment is unlikely sufficient to cover its own demand.  
(205)  Finally , the results of the market investigation confi rmed that the impact of any 
customer foreclosure strategy on the Parties’ suppliers would be limited.224 This is 
because, the Parties’ share of demand for catenary equipment from competing 
suppliers is limited (the  Parties’ combined market share on the downstream market 
being [10-20]% and part of their demand being supplied in -house). Moreover, as 
mentioned in paragraph (203)  above , customers of catenary equipment that also 
source installation and  maintenance services for catenaries and overhead contact 
lines, source such equipment  themselves and do not outsource its purchase to their 
installation and maintenance service provi ders.  
                                                 
220  See Form CO, Table 63: Belgium and Luxembourg combined represent less than 1% of the EEA -
wide market for  installation and maintenance of catenaries and overhead contact lines.  
221  Form CO, Table 20.  
222  Replies to eQ1 to customers of railway contact lines and catenary equipment, question B.A.2. and 
replies to eQ2 to competitors, question B.A.2.  
223  Replies to eQ1 to customers of railway contact lines and catenary equipment, question B.A.2.1.  
224  Replies to eQ2 to competitors of railway contact lines and catenary equipment, questions C.16, 
C.16.1, C.16.2, D.3.  
 
44 5.2.2.2.3.  Tying and bundling  
(206)  Given that the national  railway infrastructure operators in both Belgium and 
Luxembourg submitted that they typically source catenary equipment directly from 
catenary equipment suppliers and separately from their tenders for insta llation and 
maintenance services ,225 the Commission further assesses whether the Transaction 
could give rise to foreclosure of the merged entity’s rivals on the market for the 
manufacture and supply of catenary equipment, through  bundling of the combined 
entity’s  equipment and installation offer ing to railway infrastructure operators.   
(207)  In this regard , the Commission considers that the merged  entity  will not have the 
ability to foreclose its rivals in the market for the manufacture  and supply of 
catenary equipment, by offering their catenary and overhead contact line 
installation and maintenance services to customers only in combination with their 
own catenary equipment. Both CFL in Luxembourg and a  majority of railway 
infrastructur e ope rators in  Belgium , including Infrabel,  replied in the market 
investigation that they procure catenary equipment separately from the tender for 
installation and maintenance services.226 Moreover , both CFL and Infrabel  
submitted that the award of an insta llation and maintenance contract to a given 
company does not constitute an advantage for the award of the catenaries 
equipment supply contract.227 As Infrabel  noted, there is “no link between the 
tender procedures.”228 
(208)  Absent the ability to foreclose their riv als in the market for the manufacture and 
supply  of catenary equipment , via tying or bundling practices , an assessment of the 
merged entity ’s incentives do to so is not necessary. In any case, the Commission 
considers that the merged entity  would post -Tran saction not have the incentive to 
bundle its offering of  installation and maintenance services with catenary 
equipment , given  that its activity on the market  for the manufacture and supply of 
catenary equipment  is limited and its output of catenary equipment  is unlikely 
sufficient to cover its own demand . The merged entity would thus be dependent on 
supplies from competing catenary equipment suppliers, such that a foreclosure 
strategy could invite retaliation and damage the intere sts of the merged entity .  
5.2.2.3.  Conclusion on non-horizontal  effects  
(209)  In view of the above , the Commission concludes that the Transaction does not give 
rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA agreemen t as a result of the vertical or conglomerate 
relation ship between the Parties’ activities in the manufacture and supply of 
catenary equipment in the EEA, on the one hand, and the Parties’ activities in the 
installation and maintenance of catenaries and ov erhead contact lines in Belgium 
and Luxembourg, on the other hand.  
                                                 
225  Replies to eQ1 to customers of railway contact lin es and catenary equipment, question B.A.2.1.  
226  Replies to eQ1 to customers  of railway contact lines and catenary eq uipment, questions C.16, C.16.1.  
227  Replies to eQ1 to customers  of railway contact lines and catenary eq uipment, questions C.17.  
228  Replie s to eQ1 to customers  of railway contact lines and catenary eq uipment, questions C.17.1.  
 
45 5.3. Electrical engineering services  
(210)  Regarding  the provision of electrical engineering services, the Transaction gives 
rise to affected markets only in France, both at national and/or regional , 
i.e., narrower than national , level in the following markets : 
– the markets for the provision of electrical engineering services  including both 
installation and maintenance services  
 in the telecommunications sector (overall  and fixed line) ; 
 for power lines : high-voltage  (overall, overhead lines, and underground 
lines)  and medium/low -voltage (underground lines ); 
 for substations;  
 for public lighting;  
– the market s for the provision of electrical installation  services  
 in the telecommunications sector (overall  and fixed line) ; 
 for power lines: high -voltage (overall, overhead lines and underground 
lines) and medium/low -voltage (overall and underground lines) ; 
 for substations;  
 for public lighting ; 
– the markets for the provision of electrical maintenance services  
 in the telecommunications sector  (fixed line only) ; 
 in the civil nuclear sector.  
5.3.1.  Horizontally affected markets  
5.3.1.1.  Electrical engineering services in the telecommunications sector  
5.3.1.1.1.  Market shares  
(211)  As regards electrical engineering services for customers in the te lecommunications 
sector, the Transaction leads to affected markets only at regional level in France . In 
the market  for engineering services for all telecommunication networks, when 
considering installation and maintenance services together , regional market s would 
be affected in the regions of Nouvelle Aquitaine and Pays de la Loire. When 
considering only installation services, markets would be affected in  the regions of 
Hauts -de-France, Normandie, Nouvelle Aquitaine, and Pays de la Loire . In the 
potential narrower markets for fixed telecommunications networks, there would be 
affected markets in the regions of Hauts -de-France, Normandie, Nouvelle 
Aquitaine, and Pays de la Loire for  installation and maintenance services 
considered together, as well as for  installation service s considered separately. In the 
potential market for maintenance services for fixed telecommunication networks, 
the market would be affected only at regional level in Nouvelle Aquitaine.  

 
47 (214)  Furthermore, the Parties do not consider themselves as close competitors for 
electrical engineering services for fixed telecom muni cation  networks . While 
Bouygues’ subsidiary Axione is active in deployment of public initiative 
networks232 both as a network constructor and as a network operator, Equans’ Ineo 
Infracom is a pure network constructor, mainly, but not only, as a subcontractor  to 
private telecom network operators such as [Information regarding customer] .233  
(215)  In any event, a large share of the Notifying Party’s activities in the 
telecom munication  networks segment in the affected regions is dedicated to the 
roll-out of optical fibr e (primarily as FttH234) networks, representing a share 
between [Activity breakdown]  of Bouygues’ infrastructure -related revenues. As the 
roll-out of optical fibre in France is expected to be completed by around 2025 and 
because all installation contracts ha ve already been awarded, the Notifying Party 
submits that the corresponding share of the market is no longer addressable.  
5.3.1.1.3.  Commission’s assessment  
(216)  First, the Parties’ combined market shares remain below 40% in all regional 
markets but Nouvelle Aquitaine. I n Hauts -de-France and Normandie, the combined 
shares are even below [20-30]%, except for the narrowest plausible market for 
installation services for fixed telecommunication networks in Normandie, where 
the combined share remains below [30-40]%. However, even for Nouvelle 
Aquitaine, where the Parties’ combined shares slightly exceed [40-50]%, the 
Transaction does not raise serious  doubts for the reasons below.  
(217)  Second , the results of the  market investigation confirmed that the Parties will 
continue facing competition from a large number of competitors in each affected 
regional market. Competitors offering both installation and maintenance services 
for all types of telecommunication networks  include entities of large construction 
groups including  Axians ( Vinci)  and Eiffage  as well as a number of specialised 
providers such as Sogetrel, Circet, Scopelec, SPIE , Snef, Resonance ( Firalp group), 
Cegelec and many others.235 In terms of market shares  for fixed telecom networks 
at national level , the Parties ’ next closest competitors in installation services  are 
Sogetrel ([10 -20]%), Circet ([10 -20]%) and Scopelec  ([5-10]%), all less than 
10 percentage points behind the Parties . will remain below SPIE’s ( [10-20]%), 
Circet’s ( [10-20]%) and Sogetrel’s ( [10-20]%).236 Even at regional level, and in the 
narrowest plausible  markets for the installation of fixed telecommunication 
networks  in Nouvelle Aquitaine, where the Parties’ combined share exceeds 40% , 
the Parties would continue to face at least SPIE ( [10-20]%), Scopelec ( [10-20]%), 
Circet ( [5-10]%), Sade ( [5-10]%), Sogetrel ( [0-5]%) and others ( [10-20]%).237 In 
                                                 
232  See footnote 116 above.  
233  Form CO, paragraphs 188 et seq.  and 515.  
234  “Fibre  to the home ” (FttH) is a form of broadband network architecture and designates the 
configuration whereby the fibre is being deployed until the user’s home. The general term “FttX” 
describes the various deployment configurations which vary with regard to the distance between the 
last optical fibre section and the end -user.  
235  Replies to eQ3 to customers of electrical engineering services, question 18.2.  
236  Form CO, Annex 6.2.1.3.3.  
237  Annex to response to RFI 11 relating to competitors’  market shares 2019 -2021 . 
 
48 the other affected regions and in the broader market for installation and 
maintenance services combined, competitors’ shares are even higher.238 
(218)  Third, the results of the  market investigation further confirmed that the Parties are 
not seen as particularly close competitors. None of the respondents listed either 
Party as the closest competitor of the other Party. Based on market feedback, the 
closest competito r to Bouygues in the telecommunication networks sector , for any 
service and network type,  is Vinci, followed by SPIE. The c losest competitor to 
Equans is Vinci, followed by Eiffage and Circet.239  
(219)  Fourth , respondents to the Commission’s investigation express ing a view in this 
regard also confirmed that customers have a strong influence on their procurement 
negotiations through competitive bidding processes. One of the respondents 
explains in this regard that “ tendering and negotiation  procedures are driven an d 
directed by the customer [in the] telecom networks market, specifically with regard 
to price ”.240 
(220)  Fifth , market participants unanimously  confirmed the declining trend o f the market 
regarding installation services for optical fibre deployment more specifically, in 
line with the national roll -out plan for optical fibre in France, which is expected to 
come to an end in 2025 or 2026.241 [Business strategy].242 The market for electrical 
engin eering services in the telecommunications sector  can therefore be expected to 
undergo significant structural changes in the com ing years.  
(221)  The Commission considers that the Transaction does not raise serious doubts as to 
its compatibility with the internal  market  or the functioning of the EEA agreement  
with respect to the markets for electrical engineering services in the 
telecommunication networks sector in France, both at national and at regional 
level, even in the possible narrowe r segments  regarding fixed telecommunications 
networks and regardless of whether installation and maintenance services are 
considered together or separately . 
5.3.1.2.  Electrical engineering services in  the power lines  sector  
5.3.1.2.1.  Market shares  
(222)  In electrical engineering services f or customers in the power lines  sector, the 
Transaction leads to affected markets at regional level in France in the regions of 
Bourgogne -Franche -Comté, Bretagne, Centre -Val de Loire, Hauts -de-France , 
Ile-de-France, Occitanie, Pays de la Loire and Provence  Alpes Côte d’Azur , as 
shown in Table 8 below . 
                                                 
238  Ibid. Given the multitude of affected markets at regional level, this decision does not reproduce 
competitors’ market shares exhaustively.  
239  Replies to eQ4 to competitors of electrical engineering serv ices, questions 22 and 23.  
240  Replies to eQ4 to competitors of electrical engineering services, question 27.  
241  Replies to eQ4 to competitors of electrical engineering services, question 31, and replies to eQ3 to 
customers of electrical engineering services, question 29.  
242  Response to question 8 of RFI 3.  


 
51 5.3.1.2.3.  Commission’s assessment  
(227)  First , as regards market shares, in the vast majority of the affected markets  the 
Parties’ combined market share is below 40%  and in most markets even below or 
around [20-30]%. In all markets, except the market for  high-voltage overhead 
power lines , the share increment remains below 10%. In addition, the Parties’  
individual and comb ined market shares fluctuate significantly from one region to 
another and from one year to another. This fluctuation  reflects the characteristics of 
bidding markets in which the award or the end of a one -off project can shift market 
shares significantly.  This is in particular the case for overhead high -voltage power 
lines  services in Bourgogne -Franche -Comté, where the Parties’ combined shares 
varied by [30-40] percentage points between 2019 and 2021, and for underground 
high-voltage power lines  in Occitanie , where the Partie s’ combined shares varied 
by [20-30] percentage points between 2019 and 2021.246 
(228)  Second , the results of the  market investigation confirmed that power lines  
customers have  a large number of providers  at hand (on average more than 
5 service p roviders per customer , irrespective of customer size ).247 Competitors 
providing both installation and maintenance services for all types of power lines 
and power line architecture (i.e. over - and underground) include entities of large 
groups including Eiffage , SPIE and Vinci as well as a number of specialised 
providers such as Fayat, Firalp group, and many others.248 At national level, 
Vinci’s, Eiffage’s and SPIE’s shares amount to respectively [20-30]%, [10-20]% 
and [5-10]% for high -voltage overhead line  installation , respectively [10-20]%, 
[10-20]% and [10-20]% for high -voltage underground installation , and respectively 
[5-10]%, [5-10]% and [5-10]% for medium - and low -voltage underground 
installation .249 Even in regions where the Parties’ combined shares a re higher, such 
as Bourgogne -Franche -Comté for overhead high -voltage power lines  installation or 
Occitanie for underground high -voltage power lines  installation , the Parties 
continue to face at least Vinci  (Bourgogne -Franche -Comté: [10-20]%; Occit anie: 
[5-10]%), Eiffage (Bourgogne -Franche -Comté : [5-10]%; Occitanie: [10-20]%), 
SPIE (only Bourgogne -Franche -Comté : [5-10]%) and Serpollet (only Occitanie: 
[10-20]%) with respective market shares around or above 10%.250  
(229)  Third , the Parties’ position for high -volta ge installation services , in particular,  in a 
given region for a given year depends  primarily  on projects assigned by RTE, the 
French national DSO. RTE contracts service providers via tender procedures for 
national framework contracts, under which it then assigns specific installation 
projects on a regional basis.251 For overhead high -voltage power lines  installation , 
RTE has contracted [Information regarding customer]  service providers under the 
relevant framework  contract, including the Parties. It is for this reason that the 
Parties’ combined shares fluctuate widely over the course of past years, e.g., in 
regions such as Bourgogne -Franche -Comté and Centre -Val de Loire, where shares 
increase d from respectively [0-5]% and [0-5]% to [30-40]% and [40-50]% between 
                                                 
246  See Table 8 above.  
247  Replies to eQ3 to customers  of electrical engineering services, question 18.3.  
248  Replies to eQ3 to customers of electrical engineering services, question 18.3.  
249  Response to question 1 of RFI 11.  
250  Form C O, Annex 6.2.1.3.3. and Annex to response to RFI 11 relating to competitors ’ market shares 
2019 -2021 . 
251  Form CO, paragraphs 213 and 221 and replies  to eQ3 to customers of electrical engineering services, 
questions 23 and 24.1.  


 
54 indication of the Parties’ market power in a market where they are active, the 
Commission considers this concern to be  unfounded.   
(237)  Second, the results of the market investigation confirmed that customers in the 
sector of substations have a la rge number of competing providers that can 
participate in tenders . The Commission notes that the competitors present at 
national level are also active at regional level. By way of illustration, for 
substations installation services at national level, Vinci  as the largest competitor 
has a market share of approx. [10-20]%, followed by Fayat ( [10-20]%) and Eiffage 
([5-10]%). Other significant competitors include SPIE, the Firalp group and many 
others.260 In the regional markets, Vinci is mostly the largest compe titor, followed 
by Eiffage, Fayat and Spie. Spie is however the largest competitor in the Grand Est 
region.261 Even in the region of Provence -Alpes -Côte d’Azur, where the Parties’ 
combined share for installation services for substations exceeds 50%, the Part ies 
will continue facing large competitors including  Vinci ( [10-20]%) and Eiffage 
([10-20]%).262 Furthermore, it is clear that there is competition in the market as 
there has been significant fluctuation in market shares over the last 3 years, since in 
2019 and 2020 the Parties’ shares were significantl y lower ( [20-30]% in 2020 and 
[20-30]% in  2019), with Vinci being the largest competitors during those years 
([30-40]%) and Eiffage as the third player with a [10-20]% share in 2019 and 2020.  
(238)  Another customer submitted that the Transaction might lead to a decrease in the 
number of regular bidders for tenders regarding high -voltage power substations 
from 4 to 3 or less and, hence, have a negative impact of the Transaction with 
respect to prices and choice.263 Howe ver, this respondent’s feedback is not 
confirmed by the rest of the customers. On the contrary, the market investigation 
confirmed that a sufficient number of competitors are present in the market in all 
affected regions. In addition, for customers sourcin g installation services for 
substations, the Parties are not amongst the most important suppliers.264 
Furthermore, the customer indicated that the limited number of bidders was not 
a general feature of the market, but characteristic only of his own tenders.265 As 
mentioned above, large competitors such as Vinci, Eiffage and Spie are active 
across the different regions in France and could easily work in any region in 
France.  
(239)  Third, the results of the market investigation also confirmed that the Parties’ main 
customers in the substations sector (throughout the different markets) are large 
nationwide single network operators such as RTE, Enedis and SNCF who exert 
bargaining power through competitive bidding processes in which price constitutes 
the main award crite rion.266 
(240)  In view of the above, t he Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market  or the functioning of 
the EEA agreement  with respect to the market for electrical engineering services  in 
                                                 
260  Replies to eQ3 to customers of electrical engineering services, question 18.3.  
261  Annex to response to RFI 11 relating to the Parties’ market shares 2019 -2021.  
262  Respo nse to question 4 of RFI 11.  
263  Reply to eQ1 to customers of railway contact lines and catenary equipment, question D.1.  
264  Replies to eQ3 to customers of electrical engineering services, questions 18.4, 20 and 20.1.  
265  Minutes of a call with a customer, 1 7 June 2022.  
266  Replies to eQ3 to customers of electrical engineering services, questions 21 and 22.  

 
56 5.3.1.4.3.  Commission’s assessment  
(244)  The arguments in this Section apply to both installation and maintenance 
considered together, and installation services considered separately.  
(245)  First, as regards market shares, t he Parties’ combined share in any of the potential 
affected markets remains below 40% . The Commission notes that the competitors 
present at national level are also active at regional level. By way of illustration,  at 
the national level, the Parties’ combined share is only [20-30]% and a  number of 
large competitors remain less than 1 0 percentage points behind: Vi nci ([10-20]%), 
Citelum (EDF) ( [10-20]%) and Eiffage ( [10-20]%). Other significant competitors 
include Satelec (Fayat group), SPIE, Firalp group, Dérichbourg, Fauché, Snef, 
Lacis (NGE) and others.269 These national shares are br oadly representative of the 
picture at regional level.  
(246)  Second , the  results of  the market investigation confirmed that customers have a 
strong influence over their procurement negotiations through competitive bidding 
processes. The large majority of custom ers indicated that they would normally 
source electrical engineering services for public lighting through a tender 
procedure, often subject to public procurement rules.270 For the majority of the 
respondents price is the most important contract award criteri on, either alone or 
together with technical criteria.271 None of the c ustomers in the public lighting 
sector have indicated any concerns regarding the number of likely future bidders.272  
(247)  In view of the above, t he Commission considers that the Transaction does  not raise 
serious doubts as to its compatibility with the internal market  or the functioning of 
the EEA agreement with respect to the market for electrical engineering services in 
the sector for public lighting  in France, both at national and at regional level, e and 
regardless of whether installation and maintenance services are considered together 
or separately . The results of the  market investigation did not reveal any concerns 
with respect to the se markets . 
5.3.1.5.  Electrical engineering services in  the civil nuclear sector  
5.3.1.5.1.  Market shares  
(248)  For electrical engineering services in the civil nuclear industry, the Transaction 
would only give rise to an affected market as regards  mainten ance services  at a 
regional  level in Fran ce, in the regions of Auvergne -Rhône -Alpes  and Occitanie, as 
shown in Table 11 below.  
                                                 
269  Form CO, A nnex 6.2.1.3.3 and response to question 4 of RFI 11. See also Replies to eQ4 to 
competitors of electrical engineering services, question 19.5.  
270  Replies to eQ3 to customers of electrical engineering services, question 21.  
271  Replies to eQ3 to customers of electrical engineering services, question 22.1.  
272  Replies to eQ3 to customers  of electrical engineering services, question 25.  

 
58 engineeri ng services that they request.279 One of the main customers explains in 
this regard that “[a]lthough (…) Ineo [i.e. Equans] is a  medium player in electrical 
engineering, Bouygues is not strong in those markets. [This customer’s] spending 
is twice bigger with  Equans/Ineo than with Bouygues and in addition in electrical 
engineering market there are many players.”280 
(253)  In light of the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market o r the functioning of 
the EEA agreement, with respect to  the market for electrical  maintenance services  
in the civil nuclear industry at regional level in France, in  Auvergne -Rhône -Alpes  
and Occitanie . 
5.3.2.  Vertically affected market s – Electrical engineering se rvices in the 
telecommunication network sector (upstream) and deployment and operation of 
telecommunication networks (downstream)   
(254)  Bouygues , via its subsidiary Axione,  is active on the market for the d eployment 
and operation of optical fibre networks in lo w density public -initiative areas , which 
can be considered downstream from the provision of electrical engineering services 
for (fixed) telecommunication networks. Bouygues’  share on that market would 
however  remain below 20 %.281 Bouygues’ share on a broader  market for the 
deployment and operation of fixed telecommunication networks would be even 
lower.282 Equans is not active in the d eployment and operation of optical fibre 
networks in low density public -initiative areas . 
(255)  As shown in Table 7 above , the Parties’ combined shares on the upstream market 
for the provision of electrical engineering services for telecommunication networks 
are above 30% in  the regions of Nouvelle Aquitaine (for all telecommunication 
networks, installation of all telecommunication networks, fixed telecommunication 
networks, installation of fixed telecommunication networks, and maintenance of 
fixed telecommunication networks)  and Pays de la Loire (in stallation of all 
telecommunication networks, fixed telecommunication networks, and installation 
of fixed telecommunication networks) .  
(256)  The Transaction therefore gives rise to the vertically affected markets for (i)  the 
provision of electrical engineering services for telecommunication networks (and 
potential narrower markets) in Nouvelle Aquitaine  and Pays de la Loire upstream, 
and (ii) the d eployment and operation of optical fibre networks in low density 
public -initiative areas  in the same regions  downstr eam.  
5.3.2.1.  Notifying Party’s arguments  
(257)  The Notifying Party considers that in light of Bouygues’ low share of demand for 
electrical engineering services in the downstream market for deployment and 
operation of telecommunication networks  (less than [5-10]% nation ally, less than 
[10-20]% in regions where the upstream share of supply exceeds 30%, and less 
                                                 
279  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
question 34.1.  
280  Minutes of the call with a customer, 12.04.2022.  
281  Form CO, paras. 458 and 467.  
282  Form CO, paras. 458 and 467.  
 
59 than [10-20]% in any region), the Transaction could not possibly give rise to 
customer foreclosure concerns for the provision of electrical engineering services 
in the fixed telecommunication networks sector.283  
(258)  The Notifying Party also contends that the proposed Transaction would not give 
rise to input foreclosure conc erns.  
(259)  First, Bouygues’ entities active on the downstream market are already vertically 
integrated a nd outsource only part of their installation and maintenance needs to 
third -party providers including  [Information regarding subcontractor]  (total 
outsourced amount  per year, as of 2020: [Share of outsourcing ]). The remainder is 
being performed by Axione “inhouse”.  In light of the limited external sourcing, the 
Parties would have no interest in restricting Ineo Infracom’s activities for rival 
fixed telecommunication network operators given that the Parties would have 
limited ability to internalize Ineo Inf racom’s corresponding loss.284  
(260)  Second , the Parties would have no interest in engaging in an input foreclosure 
strategy to the detriment of rival telecommunication network operators, given that 
Bouygues Telecom subscribes to  and depends on  its competitors’ o fferings to get 
access to their networks for the provision of telecommunication services .285  
(261)  Third , given the significant number of available players on the market for the 
installation of fixed telecommunication networks, even if Bouygues Telecom and 
Axione  were to engage in an input foreclosure strategy, such strategy would have 
no impact on competition given that their competitors would still have a large 
choice of suppliers that would be able to step in and perform installation works and 
maintenance servi ces.286 
(262)  Finally, the Notifying Party considers that for the reasons above, the Transaction 
would have no impact on [Information about customer] , Ineo Infracom’s main 
customer, in particular.287  
5.3.2.2.  Commission’s assessment  
5.3.2.2.1.  Customer foreclosure  
(263)  Bouygues’ ( i.e. Axio ne and Bouygues Telecom) share of demand for electrical 
engineering services in the downstream market for the d eployment and operation of 
optical fibre networks in low density public -initiative areas  is less than 10% 
nationwide in France. Bouygues’ share o f demand for the vertically affected 
markets at regional level is shown in Table 12 below . 
                                                 
283  Form CO, paragraphs 457 and 466.  
284  Form CO, paragraph 467.  
285  Form CO , paragraph 467.  
286  Form CO, paragraph 467.  
287  Form CO, paragraph 469.  

 
61 (267)  Second, t he Commission considers that the merged entity will not have the 
incentive to foreclose downstream rivals from fixed telecommunication network 
installation and maintenance services. The merged entity’s  upstream loss from not 
providing installation and maintenance services will not necessarily be recovered in 
the downstream market, as the deployment and operation of FttH networks is being 
sourced through tenders .289 Indeed, the provision or not of the engin eering services 
upstream has no impact on downstream rivals’ ability to effectively compete in 
such tenders , as the outsourcing of the engineering part usually takes place 
separately and independently of the tender for network deployment and operation . 
On the contrary, providing their services also to downstream competitors would 
allow the merged entity to benefit even from a rival’s win of a downstream 
contract.  
(268)  In addition, the […] most important customer of Equans’ (Ineo Infracom) 
installation and maint enance services for fixed telecommunication network 
operators is […], which accounts for […]% of the total contract value of Equans’ 
ongoing contracts as of 2021.290 Losses incurred from no longer supplying Orange 
would be unlikely to be recouped, as the dis continuation of business with Orange, a 
major national and international telecom service provider, would very likely not 
lead to an accrual of downstream business for Bouygues. In deed , Orange 
responded during the market investigation that it  would be able to easily replace 
Ineo Infracom by alternative service providers .291 Moreover, Bouygues Telecom 
and Orange have concluded a partnership agreement regarding the deployment of 
FttH networks in France, whereby Orange shares access to its FttH network in 
densely  populated areas of France with Bouygues Telecom for the network 
segment leading to the foot of the buildings.292 Any foreclosure of Orange from the 
Parties’ installation and maintenance services  would  therefore  risk to jeopardize 
Bouygues Telecom’s commerci al relationship with Orange  and, ultimately, its FttH 
network access in densely populated areas .  
(269)  Third , the Commission considers that even if the merged entity  were to engage in 
an input foreclosure strategy, such strategy would have no impact on competit ion 
on the downstream market. The market investigation has shown that a large 
number of alternative service providers exist in every region of France , including in 
the affected regions,  who would be able to supply  the services currently provided 
by Equans.293  
5.3.2.3.  Conclusion on vertical effects  
(270)  In view of the foregoing, the Commission concludes that the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA agreement with respect to  the vertical ly affected markets  
                                                 
289  Replies to eQ3 to customers of electrical engineering services, questions 21 and 21.1, in response to 
which all of Bouygues’ FttH installation and maintenance customers of the Nouvelle Aquitaine 
region who responded to the questionnaire confirmed to “ always use public contract award 
procedures ” given that as public aut horities, they are subject to public procurement obligations.  
290  Form CO, paragraph 575.  
291  Form CO, paragraph 467, and replies to eQ3 to customers of electrical engineering services, 
questions 20 and 24.1.  
292  See press release by Orange of 17 J anuary 20 12, “ France Telecom -Orange enters into partnership 
with Bouygues Telecom concerning the deployment of its optical fiber networks ”. 
293  Replies to eQ3 to customers of electrical engineering services, question 18.2.  

 
63 in France.298 However, the market investigation also confirmed that  Bouygues is 
perceived by a significant  majority of respondents as a much smaller player, 
compared to the other competitors active on that market.299 One of the main 
customers noted  that “Bouygues and Equans are not close competitors in France 
for nuclear HVAC services. Axima's market share for [this customer]  (…) is much 
higher than Bouygues' (… ).”300 
(276)  The market investigation further confirmed that HVAC  installation services are 
sourced by customers in the civil nuclear industry through tenders.301 A significant 
majority of all respondents does not expect any significant impact of the 
Transaction on the market for the provision of HVAC engineering services  for the 
civil nuclear industry.302 In particular, t he majority of customers responded to the 
market investigation that they will have enough participation in their tenders  post-
Transaction .303 As one customer notes, “ [t]here are enough competitors to not be 
impacted .”304 EDF, t he Parties’  main customer similarly noted in this respect 
“[w]ith a panel of 5 companies, we generally have no problem .”305 Since  EDF 
tenders the largest projects for HVAC installation services compared to the other 
customers in France ,306 it follows that, if t he remaining competitors are capable of 
carrying out such larger projects , they will also be capable of carrying out  smaller 
projects  for other customers .  
(277)  In light of the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA agreement, with respect to  the market for HVAC installation services  in 
the civil n uclear industry in France.  
6. PROPOSED REMEDIES  
(278)  The Commission considers  that in the overall market for the installation and 
maintenance of catenaries and overhead contact lines in Belgium, as well as in both 
the potential narrower markets in Belgium for long -distance and metropolitan rail, 
the Transaction raises serious doubts as  to its compatibility with the internal market 
                                                 
298  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
question 19,  and replies to eQ6 to competitors in electri cal and HVAC engineering services in the 
civil nuclear sector, question 20 . 
299  Ibid. 
300  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
question 21.  
301  Replies to eQ5 to customers of electrical and HVAC  engineering services in the ci vil nuclear sector, 
question 24,  and replies to eQ6 to competitors in electrical and HVAC engineering services in the 
civil nuclear sector, question 28 . 
302  Replies to eQ5 to customers of electrical and HVAC engineering servic es in the ci vil nuclear sector, 
question 43, 43.1,  and replies to eQ6 to competitors in electrical and HVAC engineering services in 
the ci vil nuclear sector, question 41 . 
303  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
question 28.  
304  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
question 43.1.  
305  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
question 28.  
306  Replies to eQ5 to customers of electrical and HVAC engineering services in the ci vil nuclear sector, 
question B.27.  
 
64 and the functioning of the EEA agreement due to horizontal non -coordinated 
effects.  
6.1. Framework for the assessment of the commitments  
(279)  Where, as in this case, a notified concentration raises serious doubts as to its 
compatibility with the internal market  or the functioning of the EEA agreement , the 
parties may modify the notified concentration so as to remove the grounds for the 
serious doubts identified by the Commission with a view to having it declared 
compatib le with the internal market pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of the Merger Regulation.  
(280)  As set out in the Commission Notice on Remedies,307 commitments have to 
eliminate the Commission's competition concerns entirely and  they have to be 
comprehensive and effective from all points of view. In Phase I, commitments 
offered by the parties can only be accepted where the competition problem is 
readily identifiable and can easily be remedied. The competition problem therefore 
needs to be s o straightforward and the remedies so clear -cut that it is not necessary 
to enter into an in -depth investigation and that the commitments are sufficient to 
clearly rule out serious doubts within the meaning of Article 6(1)(c) of the Merger 
Regulation.  
(281)  In assessing whether or not the commitments proposed by the parties would restore 
effective competition, the Commission considers all relevant factors, including 
inter alia  the type, scale and scope of the proposed commitments, judged by 
reference to the structure and particular characteristics of the market in which the 
Commission has identified serious doubts as to the compatibility of the notified 
concentration with the i nternal market, including the position of the Parties and 
other participants on the market .308 
(282)  In order for the commitments to comply with those principles, they must be 
capable of being implemented effectively within a short period of time. The 
Commission m ust determine with the requisite degree of certainty, at the time of its 
decision, that they will be fully implemented and that they are likely to maintain 
effective competition in the market.  
(283)  As regards the form of acceptable commitments, the Merger Regul ation leaves 
discretion to the Commission as long as the commitments meet the requisite 
standard. Divestiture commitments are often the most effective way to eliminate 
competition concerns. The intended effects of a divestiture will only be achieved if 
and once the business to divest is transferred to a suitable purchaser.  
(284)  In order to ensure that the business is divested to a suitable purchaser, the 
commitments have to include general (and sometimes case -specific) purchaser 
criteria.  This will allow the Com mission to conclude that the divestiture of the 
business to a specific  purchaser will likely remove the competition concerns 
identified .  
                                                 
307  Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) N o 802/2004 (2008/C 267/01), (the “ Commi ssion Notice on 
Remedies” ), paragraph 9.  
308  Commission Notice on Remedies, paragraph 12.  
 
65 6.2. Commitments submitted by the Parties  
6.2.1.  Initial Commitments  
(285)  In order to render the concentration compatible with the internal market  and the 
functioning of the EEA agreement , the Notifying Party offered to modify the 
Transaction by entering into commitments. On 28 June 2022, the Notifying Party 
submitted a first set of remedies (“Initial Commitments ”).  
(286)  As per the Initial Commitments,309 the Notifying Party proposed  to divest Colas 
Rail Belgium, a standalone business and separate legal entity , which is a subsidiary 
of Bouygues,  providing catenary and overhead contact line installation and 
maintenance services as well as track  works to rail customers in Belgium, 
excluding any liability  connected with  the Liège  tramway  project  (the “Liège  
Tramway Project”) .  
(287)  Specifically, the Notifying Party committed  to divest Colas Rail Belgium as a 
going concern, including:  
(a) All tangible and intangible assets necessary to provide catenary and overhead 
contact line installation and maintenance services as well as track installation 
and maintenance services, including a real estate site, machinery, and 
software programmes.  
(b) Licenses, permits and authorisations necessary for the tendering for and 
execution of catenary and overhead contact line engineering and rail works 
projects, as well as quality and security certifications.  
(c) Customer contracts for any ongoing and future catenar y and overhead contact 
line installation and maintenance as well as track works projects.  
(d) Customer accounts, credit and other records held by Colas Rail Belgium.  
(e) The personnel included in Table 2 of Schedule 1 to the Commitments.  
(f) Key personnel, notably Co las Rail Belgium’s CEO, CFO, and COO . 
(g) Transitional arrangements for a number of products and services.  
(288)  In addition , the Notifying Party committed  to indemnify  the Purchaser  against  any 
actual  loss borne by Colas Rail Belgium  in connection with the constru ction of the 
Liège tramway as (i)  shareholder of […] or (ii) member of […], two contracting 
entities for the Liège tramway construction  (the “Hold -Harmless Mechanism” or 
“HHM”) . The Hold -Harmless Mechanism foresees  a contractual warranty to 
indemnify the purchaser without limitation and to discharge Colas Rail Belgium of 
any obligation to deploy personnel and/or equipment to the construction of the 
Liège tramway  except for […] employees and […] machines (that are already 
employed/acquired for this purpose) . At the option of the purchaser, the Notifying 
Party commit s to cover any costs in relation to the deployment of these employees 
and machines. At the further option of the purchaser, the HHM is extendable to any 
                                                 
309  The general description below appears both in the Initial and Final  Commitments. The amendments 
made in the Final  Commitment s are explained in detail in Section  6.2.3 . 
 
66 actual loss borne by Colas Rail Belgium  in connection with maintenance in  relation 
to the Liège Tramway Project as shareholder of […].310 
(289)  The Notifying Party  has further entered into related commitments, inter alia 
regarding the separation of the Divested Business from its retained businesses, the 
preservation of the viability, marketability and competitiveness of the divested 
businesses, including the appointment of a monitoring trustee and, if necessary, a 
divestiture trustee.  
6.2.2.  Results of the market test of th e Initial Commitments  
(290)  The Commission market tested the Initial Commi tments as of 29 June 2022. On 
8 July 2022, the Commission communicated to the Notifying Party the feedback 
received by market test respondents .  
(291)  The results of the market test indicated th at overall, the sale of Colas Rail Belgium  
to a suitable purchaser would in principle be sufficient to remove the competition 
concerns raised by the Transaction. Indeed, the vast majority of both competitors 
and customers that took a position indicated that the Commitments would remove 
the competition concerns in respect of  the Belgian market for catenaries and 
overhead contact lines installation and maintenance.311  
(292)  With regard, in  particular, to the Hold -Harmless Mechanism, respondents noted 
that the option for the purchaser to extend the HHM to cover any actual loss borne 
by Colas Rail Belgium in connection with the maintenance part of the project was 
an important aspect of the me chanism.312 
(293)  Respondents to the market test , however , identified  some aspects that should be 
added to the Initial Commitments, which can be summarized as follows:  
(294)  First , the k ey personnel  should include also personnel involved in project 
execution and the pre paration of tender bids.313  
(295)  Second , respondents to the market test indicated that to ensure the viability of 
Colas Rail Belgium, it would be necessary to improve the HHM that  the Notifying 
Party proposed in the Initial Commitments. A majority of respondents  considered 
that it would be beneficial to have additional safeguards built in to this mechanism , 
for example , guarantees like a first demand bank guarantee.314 These had already 
been contemplated by the Notifying Party , but ha d not been offered  as part of th e 
Initial Commitments .  
(296)  Third , some respondents voiced concern s with regard to the Liège  Tramway Project  
and indicated that the purchaser might find it preferable to exit the project 
altogether at the earliest date possible.315  
                                                 
310  Initial Commitments, Schedule, paragraph 3.  
311  Replies to Questionnaire on commitments offered by Bouygues , question 3.  
312  Replies to Questionnaire on commitments offered by Bouygues , question 11.2.  
313  Replies to Questionnaire on commitments offered by Bouygues , question 7.  
314  Replies to Questionnaire on commitments offered by Bouygues , question 12.  
315  Replies to Questionnaire on commitments offered by Bouygues , question 11.1.  
 
67 (297)  The Commission’s market test also probed whether the purchaser  criteria of the 
Initial Commitments were sufficient  (stipulat ing that the purchaser shall have 
“proven expertise in the field ”) or further purchaser criteria should be included.  The 
majority of respondents indicated that t he purchaser should be an industrial player, 
i.e. either active in the installation and maintenance of catenaries or , at the very 
least, already active in the railway business .316 
6.2.3.  Final Commitments  
(298)  In view of the results of the market  test and following the feedback provided by the 
Commission , the Notifying Party submitted revised commitments and a revised 
Form RM, on 13 July 2022  (the “ Final  Commitments”).  
(299)  In order to address the issues  raised during the market test, the Notifying Party 
amended the Initial Commitments to:  
(a) increase key personnel from […] to […] employees , including additional 
personnel in charge of tender submissions and the technical project 
coordination and execution , including the  director  of the catenary branch, the 
technical director of special track projects, and an assistant manager and 
project and site leaders , listed in paragraph 2(g) of Schedule 1 to the Final  
Commitments ;  
(b) improve the HHM  described at paragraph (288)  above  by offering:  
i. two first demand bank guarantees for the entire duration of the 
HHM , one guarantee covering all financial claims for which Colas 
Rail Belgium  would be liable in connection with the construction 
part of the Liège Tramway Project  and the other guarantee covering 
all financial claims for which Colas Rail Belgium  would be liable in 
connection  with the maintenance part of the project ;  
ii. an option for the purchaser to trigger the o bligation of the Notifying 
Party to buy back Colas Rail Belgium’s involvement in the 
abovementioned project at the earliest date possible317; and  
(c) specify that the purchaser shall have “ proven expertise in railway 
infrastructure”.  
(300)  The Notifying Party considers that the Final  Commitments would eliminate any 
serious doubts which may be identified by the Commission in relation to the 
installation and maintenance of catenaries and overhead contact lines in Belgium. 
In particular, the No tifying Party is of the view that the Final  Commitments fully 
set off the addition of market shares and capacity in relation to catenaries and 
overhead contact lines installation and maintenance in Belgium through the 
Transaction, as they would effectively  remove the overlap between the Parties for 
this activity in Belgium.  
                                                 
316  Replies to Questionnaire  on commitments offered by Bouygues, question  17.  
317  Subject to the relevant prior  third -party  approval s required under the Tram de Li ège project 
documentation, the p urchaser will have the right to cause the  Notifying Party to buy from Colas Rail 
Belgium the stake held by Colas Rail Belgium in Tram de Liège project  through a put option.  As a 
result, Colas Rail Belgium will completely exit the Tram de Liège project.  
 
68 7. ASSESSMENT OF THE PRO POSED REMEDIES  
7.1. Suitability of the Final  Commitments to remove serious doubts  
(301)  Colas Rail Belgium is a subsidiary of Colas Rail SASU (“ Colas Rail ”), a subsidiary 
of Colas,  active in catenaries and overhead contact lines as well as track installation 
and maintenance, which carries out about […]% of its activities in catenaries and 
overhead contact lines projects and […]% in track projects.  Colas Rail Belgium is 
an inde pendent legal entity which carries out its catenary and overhead contact 
lines and track projects autonomously.  Its divestiture therefore constitutes a 
straightforward and clear -cut structural remedy generally suitable to clearly rule 
out serious doubts wi thin the meaning of Article 6(1)(c) of the Merger Regulation.  
(302)  Through the divestiture of the Divestment Business, t he Commitments will remove  
the entire overlap resulting from the Transaction in relation to  the Parties’ activities 
on the catenaries and ov erhead contact lines installation and maintenance market 
(and the plausible narrower segments  concerning long -distance and metropolitan 
rail) in Belgium .  
(303)  The Commission considers that following the  amendments the Commitments  
address the concerns raised during the market test and that as such , the Final  
Commitments of 13 July 2022  are suitable to entirely remove the competition 
concerns raised by the Transaction.  
7.2. Viability and attractiveness of the Divestment Business  
(304)  The Dive stment Business is profitable, with a turnover of EUR […] (catenaries) 
and EUR […] (tracks) , and an EBITDA of EU R […] in 2021.318  
(305)  The market test has confirmed the viability and attractiveness of Colas Rail 
Belgium . Concretely, the vast majority of the  mark et test responden ts that replied 
in this regard confirmed that Colas Rail Belgium  would be viable, and would allow 
a suitable purchaser to compete effectively and on a lasting basis for catenary and 
overhead contact line installation and maintenance projec ts in Belgium.319  
(306)  In particular, the additional Key Personnel added in the Final Commitments will 
ensure that the Divestment Business  will remain able to independently participate 
in upcoming tender procedures and bid for future projects.  
(307)  In addition, the improved Hold-Harmless Mechanism increases the attractiveness 
of the Divestment Business  for the potential purchaser and will help to ensure the 
viability of Colas Rail Belgium in the event it would face potential liability claims 
that could ensue from the ongoing catenaries installation and maintenance parts of 
the Liège Tramway project.  
(308)  Based on the results of the market test, and following the Notifying Party’s 
amendments in the Final Commitments, the Commission considers that Colas Rail 
Belgium  is a viable and attractive business. This is further confirmed by the fact 
                                                 
318  Form RM, T ables 11 and 12. This does not reflect the losses incurred by the Liège Tramway Project, 
[…], as the purchaser would be held harmless against any further losses under the HHM.  
319  Replies to Questionnaire on commitments offered by Bouygues , questions 4 and 5.  
 
69 that at least  7 companies active in railway infrastructure have expressed a 
preliminary interest in acquiring Colas Rail Belgium .320 
7.3. Purchaser criteria and buyers  
(309)  The Initial Commitm ents contain the standard requirement s that the purchaser 
(i) be independent from the Notifying Party, (ii) ha s the financial resources, proven 
expertise (qualified as “ proven expertise in the field ”) and incentive to maintain 
and develop the divestment business as a viable and active competitive force, and 
(iii) be unlikely to create competition concerns .321 As described at paragraph (297)  
above, t he Commission’s mar ket test indicated that  criterion (ii) was  insufficient.  
(310)  In order to address those  concerns, the Notifying Party amended the Initial 
Commitments to  specify the purchaser criteria requesting proven expertise in 
railway infrastructure  specifically .  
(311)  Consequently, the Commission considers that, as provided in the Final  
Commitments, the suitable purchaser will need to have  proven expertise in railway 
infrastructure as well as an  incentive to maintain and develop Colas Rail Belgium  
as a viable and active  competitive force in competition with the Parties and other 
competitors .  
7.4. Conclusion  
(312)  For the reasons outlined above, the Final Commitments entered into by the 
Notifying Party are sufficient to eliminate the serious doubts as to the compatibility 
of the Transaction with the internal  market  and the functioning of the EEA 
agreement regarding  installation and maintenance of catenaries and overhead 
contact lines in Belgium . The Commission , therefore , concludes that, subject to full 
compliance with the Final  Commitments given by the Notifying Party, the 
Transaction would not raise serious doubts  as to its compatibility with the internal 
market  or the functioning of the EEA agreement . 
8. CONDITIONS AND OBLIGA TIONS  
(313)  The commitments in Section  B (and the respective Schedules)  of the Annex 
constitute conditions attached to this decision, as only through full compliance 
therewith can the structural changes in the relevant markets be achieved. The other 
commitments set out in the Annex constitute obligations, as they concern the 
implementing steps which are necessary to achieve the modifications sought in a 
manner compatible with the internal  market  and the functioning of the EEA 
agreement . 
9. CONCLUSION  
(314)  For the reasons  set out in this decision , the C ommission has decided not to oppose 
the notified operation and to declare it compatible with the internal market and with 
the functioning of the EEA Agreement, subject to full compliance with the 
conditions set out in Section  B (and the respective Schedule s) of the commitments 
                                                 
320  Replies to  Questionnaire on commitments offered by Bouygues , question 17.  
321  Commitments, paragraph 16.  
 
70 annexed to the present decision and with the obligations contained in the other 
sections of the said commitments. This decision is ad opted in application of 
Article  6(1)(b) in conjunction with Article 6(2) of the Merger Regulation  and 
Article 57 of the EEA Agreement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive  Vice-President  
  
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1  
15866954.1   
 
 
Case  M. 10575  – Bouygues  S.A. and Equans  S.A.S  
 
 
COMMITMENTS  TO THE  EUROPEAN  COMMISSION  
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), 
Bouygues S.A. (the “ Notifying Party” or “ Bouygues ”) hereby enters into the following 
Commitments (the “ Commitments ”) vis -à-vis the European Commission (the “ Commission ”) with 
a view to rendering the acquisition of Equans S.A.S. (“ Equans ”) (the “ Concentration ”) compatible 
with the internal market and the functioning of the EEA Agreement.  
 
This text shall be interpreted in light of the Commission’s decision pursuant to Article 6(1)(b) of 
the Merger Regulation, to declare the Concentration compatibl e with the internal market and the 
functioning  of the EEA  Agreement  (the “Decision ”), in the general  framework  of European Union 
law, in particular  in light of the Merger  Regulation,  and by reference  to the Commission  Notice  on 
remedies acceptable under Co uncil Regulation (EC) No 139/2004 and under Commission 
Regulation (EC) No 802/2004 (the “ Remedies Notice ”). 
 
Section  A.Definitions  
 
1. For the purpose  of the Commitments,  the following  terms  shall  have  the following  meaning:  
 
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate parents 
of the Parties, whereby the notion of control shall be interpreted pursuant to Article 3 of the 
Merger Regulation and in light of the Commission Consolidated Jurisdictional Notice under 
Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings 
(the " Consolidated Jurisdictional Notice "). 
 
Assets: the assets that contribute to the current operation or are necessary to ensure the viability  
and competitiveness  of the Divestment  Business  as indicated  in Section  B, paragraph 5 (a), (b) 
and (c)and described more in detail in the Schedule.  
 
Closing : the transfer  of the legal  title to the Divestment Business  to the Purchaser.  
 
Closing  Period : the period  of […] months  from the  approval  of the Purchaser  and the terms of 
sale by the Commission.  
 
Confidential  Information : any business  secrets,  know -how,  commercial  information,  or any 
other information of a proprietary nature that is not in the public domain.  
Conflict  of Interest : any conflict  of interest  that impairs  the Trustee's  objectivity  and 
  
18 JULY  2022  
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15866954.1  independence  in discharging  its duties  under  the Commitments.  
 
Divestment  Business : the business  or businesses  which  the Notifying  Party  commit  to 
divest as defined in Section B and i n the Schedule.  
 
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by Bouygues and who has/have received from Bouygues the 
exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum price.  
 
Effective  Date : the date of  adoption  of the Decision.  
 
First  Divestiture  Period : the period  of […] months  from  the Effective  Date.  
 
Hold Separate Manager : the person appointed by Bouygues for the Divestment Business to 
manage the day -to-day business under the superv ision of the Monitoring Trustee.  
 
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Divestment Business, as listed in the Schedule including the Hold Separate Manager.  
 
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by Bouygues, and who has/have the duty to monitor Bouygues’s 
compliance with the conditions and obligations attached to the Decision.  
 
Parties: the Notifying Party and the undertaking that  is the target of the concentration 
(“Bouygues ” and “ Equans ”). 
 
Personnel : all staff currently employed by the Divestment Business, including staff seconded 
to the Divestment Business, shared personnel as well as the additional personnel listed in the 
Schedule.  
 
Purchaser : the entity approved by the  Commission as acquirer  of the Divestment Business in 
accordance with the criteria set out in Section D.  
 
Purchaser Criteria : the criteria laid down in paragraph 16 of these Comm itments that the 
Purchaser must fulfil in order to be approved by the Commission.  
 
Schedule : the schedule to these Commitments describing more in detail the Divestment 
Business.  
 
Trustee(s) : the Monitoring  Trustee  and/or  the Divestiture  Trustee  as the case may be. 
 
Trustee  Divestiture  Period : the period  of […] months  from  the end of the First Divestiture 
Period.  
  
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15866954.1   
Bouygues: Bouygues S.A. incorporated under the laws of France, with its registered office at 
32 Avenue  Hoche  75008  Paris  and registered  with the Commercial/Company  Register  in Paris 
under number 572 015 246.  
 
Colas Rail: Colas  Rail SASU  incorporated  under  the laws of France,  with its registered  office 
at 2 Place des Vosges, 92400, Courbevoie and registered with the Commercial/Company 
Register in Nanterre under number 632 049 128.  
 
Colas Rail Belgium:  Colas  Rail Belgium  SA incorporated  under  the laws of Belgium,  with its 
registered  office  at 3, Rue des Ateliers  B-7850  Enghien  Belgium,  under  number  0460.627.462 
(Register of Legal Entities Hainaut, section Tournai.  
 
Section  B. The commitment  to divest  and the Divestment  Business  
 
 
Commitment  to divest  
 
2. In order to maintain effective competition, Bouygues commits to divest, or procure the 
divestiture o f the Divestment Business by the end of the Trustee Divestiture Period as a going 
concern to a purchaser and on terms of sale approved by the Commission in accordance with 
the procedure described in paragraph 17 of these Commitments. To carry out the divestiture, 
Bouygues commits to find a purchaser and to enter into a final binding sale and purchase 
agreement for the sale of the Divestment Business within the First Divestiture Period. If 
Bouygues has not entered into such  an agreement at the end of the First Divestiture Period, 
Bouygues shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment 
Business in accordance with the procedure described in paragraph 30 in the Trustee Divestiture 
Period.  
 
 
3. Bouy gues shall  be deemed  to have  complied  with this commitment  if: 
 
(a) by the end of the Trustee Divestiture Period, Bouygues or the Divestiture Trustee 
has entered into a final binding sale and purchase agreement and the Commission 
approves the proposed purchase r and the terms of sale as being consistent with the 
Commitments in  accordance with the procedure described in paragraph 17; and  
 
(b) the Closing of the sale of the Divestment Business to the Purchaser takes place 
within the Closing Period.  
 
4. In order to maintain the structural effect of the Commitments, the Notifying Party shall, for a 
period of 10 years  after Closing, not acquire, whether directly or indirectly, the possibility of 
exercising influence (as defined in paragraph  43 of the Remedies Notice, footnote 3) over the 
whole or part of the Divestment Business, unless, following the submission of a reasoned 
request from the Notifying Party showing good cause and accompanied by a report  from  the 
  
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4  
15866954.1  Monitoring Trustee (as provided in paragraph 44 of these Commitments), the Commission finds 
that the structure of the market has changed to such an extent that the absence of influence over 
the Divestment Business is no longer necessary to render the proposed concent ration 
compatible with the internal market.  
 
Structure  and definition  of the Divestment  Business  
 
5. The Divestment Business consists of Colas Rail Belgium which carries out about […]% of its 
activity in catenaries and overhead contact lines (“OCL”) contracts and […]% in tracks 
contracts, excluding any liability for the Liège Tramway Project under the terms described in 
the Schedule . The legal and functional structure of the Divestment Business as operated  to date 
is described in the  Schedule. The Divestment Business, described in more detail in the 
Schedule, includes all assets and staff that contribute to the current operation or are necessary 
to ensure the viability and competitiveness of the Divestment Business, in particular:  
 
(a) all tangible  and intangible  assets  (including  intellectual  property rights);  
 
(b) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the Divestment Business;  
 
(c) all contracts,  leases,  commitments  and customer  orders  of the Divestment 
Business; all customer, credit and other records of the  Divestment Business; and  
 
(d) the Personnel.  
 
6. In addition, the Divestment Business includes the benefit, for a transitional period of up to […]  
years aft er Closing and on terms and conditions equivalent to those at present afforded to the 
Divestment Business, of all current arrangements under which Bouygues or its Affiliated 
Undertakings supply products or services to the Divestment Business, as detailed i n the 
Schedule, unless otherwise agreed with the Purchaser. Strict firewall procedures will be adopted 
so as to ensure that any competitively sensitive information related to or arising from such 
supply arrangements(for example, product roadmaps) will not be shared with, or passed on to, 
anyone outside the catenary, OLC and tracks operations.  
 
Section  C. Related  commitments  
 
Preservation  of viability,  marketability  and competitiveness  
 
7. From  the Effective  Date  until Closing,  the Notifying  Party  shall  preserve  or procure  the 
preservation  of the economic  viability,  marketability  and competitiveness  of the Divestment 
Business, in accordance with good business practice, and shall minimise as far as possible any  
risk of loss of competitive  potential  of the Divestment  Business.  In particular  Bouygues 
undertakes:  
  
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15866954.1  (a) not to carry out any action that might have a significant adverse impact on the value, 
management or competitiveness of the Divestment Business or that might alter  the 
nature  and scope  of activity,  or the industrial  or commercial  strategy  or the 
investment policy of the Divestment Business;  
(b) to make available, or procure to make available, sufficient resources for the 
development of the Divestment Business, on the basis and continuation of the 
existing business plans;  
(c) to take all reasonable steps, or procure that all reasonable steps are being taken, 
including appropriate incentive schemes (based on industry practice), to,  encourage 
all Key Personnel to remain with the Divest ment Business, and not to solicit or move 
any Personnel to Bouygues’s remaining business. Where, nevertheless, individual 
members of the Key Personnel exceptionally leave the Divestment Business, 
Bouygues shall provide a reasoned proposal to replace the pe rson or persons 
concerned to the Commission and the Monitoring Trustee. Bouygues must be able 
to demonstrate to the Commission that the replacement is well suited to carry out 
the functions exercised by those individual  members of  the Key Personnel. The 
replacement shall take place under the supervision of the Monitoring Trustee, who 
shall report to the Commission.  
 
Hold -separate  obligations  
 
8. The Notifying Party commits, from the Effective Date until Closing, to keep the Divestment 
Business separate from th e business(es) it is retaining and to ensure that unless explicitly 
permitted under  these Commitments: (i)  management and staff  of the  business(es) retained by 
Bouygues have no involvement in the Divestment Business; (ii) the Key Personnel and 
Personnel of  the Divestment Business have no involvement in any business retained by 
Bouygues and do not report to any individual outside the Divestment Business.  
 
9. Until Closing, Bouygues shall assist the Monitoring Trustee in ensuring that the Divestment 
Business is managed as a distinct and saleable entity separate from the business(es) which 
Bouygues is retaining. Immediately after the adoption of the Decision, Bouygues shall  appoint 
a Hold Separate Manager. The Hold Separate Manager, who shall be part of the Key Pe rsonnel, 
shall manage  the Divestment Business  independently and in the  best interest of the business 
with a view to ensuring its continued economic viability, marketability and competitiveness 
and its independence from the businesses retained by Bouygues T he Hold Separate Manager 
shall closely cooperate with and report to the Monitoring Trustee and, if applicable, the 
Divestiture Trustee. Any replacement of the Hold Separate Manager shall be subject to the 
procedure laid down in paragraph 8(c) of these Comm itments. The  Commission may, after 
having heard Bouygues, require Bouygues to replace the Hold Separate Manager.  
 
10. To ensure that the Divestment Business is held and managed as a separate entity the Monitoring  
Trustee  shall  exercise  Bouygues’s  rights  as shareholder  in the legal  entity  or 
  
18 JULY  2022  
6  
15866954.1  entities that constitute the Divestment Business (except for its rights in respect of dividends that 
are due before Closing), with the aim of acting in the best interest of the business, which shall 
be determined on a stand -alone basis, as an independent financial investor, and with a view to 
fulfilling Bouygues’s obligations under the Commitments. Furthermore, the Monitoring 
Trustee shall have the power to replace members of the supervisory board or non - executive 
directors of the board of directors, who have been appointed on behalf of  Bouygues. Upon 
request of  the Monitoring  Trustee, Bouygues shall resign  as a member  of the boards or shall 
cause such members of the boards to resign.  
 
Ring-fencing  
 
11. Bouy gues shall implement, or procure to implement, all necessary measures to ensure that it 
does not, after the Effective Date, obtain any Confidential Information relating to the 
Divestment Business and that any such Confidential Information obtained by Bouyg ues before 
the Effective Date will be eliminated and not be used by Bouygues This includes measures vis -
à-vis Bouygues appointees on the  supervisory board and/or board of  directors of the Divestment 
Business. In particular, the participation of the Divestm ent Business in any central information 
technology network shall be severed to the extent possible, without compromising the viability 
of the Divestment Business. Bouygues may obtain or keep information relating to the 
Divestment Business which is reasonab ly necessary for the divestiture of the Divestment 
Business or the disclosure of which to Bouygues is required by law. 
 
Non-solicitation  clause  
 
12. The Parties undertake, subject to customary limitations, not to solicit, and to procure that 
Affiliated Underta kings do not solicit, the Key Personnel transferred with the Divestment 
Business for a period of […] years after Closing.  
 
Due diligence  
 
13. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment 
Business, Bouygues shall, subject to customary confidentiality assurances and dependent on 
the stage of the divestiture process:  
(a) provide to potential purchasers sufficient information as regards the Divestment 
Business;  
(b) provide to potential purchasers sufficient information relating to the Personnel and 
allow them reasonable access to the Personnel.  
 
 
 
Reporting  
 
14. Bouygues  shall  submit  written  reports  in English  on potential  purchasers  of the Divestment  
  
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15866954.1  Business and developments in the negotiations with such potential purchasers to the 
Commission and the Monitoring Trustee no later than 10 days after the end of every month 
following the Effective Date (or otherwise at the Commission’s request). Bouygues shall submit 
a list of all potential purchasers having ex pressed interest in acquiring the Divestment Business 
to the Commission at each and every stage of the divestiture process, as well as a copy of all 
the offers made by potential purchasers within five days of their receipt.  
 
15. Bouygues shall inform the Commission and the Monitoring Trustee on the preparation of the 
data room documentation and the due diligence procedure and shall submit a copy of any 
information memorandum to the Commission and the Monitoring Trustee before sending the 
memorandum out  to potential purchasers.  
 
Section  D. The Purchaser  
 
16. In order  to be approved  by the Commission,  the Purchaser  must  fulfil  the following  criteria:  
 
1. The Purchaser shall be independent of and unconnected to the Notifying Party and 
its Affiliated Undertakings (this being assessed having regard to the situation 
following the divestiture).  
2. The Purchaser shall have the financial resources, proven expertise in railway 
infrastructure and incentive to maintain and develop the Divestment Business as a 
viable and activ e competitive force in competition with the Parties and other 
competitors.  
3. The acquisition of  the Divestment Business by  the Purchaser  must neither  be likely 
to create, in light of the information available to the Commission, prima facie 
competition concerns nor give rise to a risk that the implementation of the 
Commitments will be delayed. In particular, the Purchaser must reasonably be 
expected to obtain all necessary approvals from the relevant regulatory authorities 
for the acquisition of the Dive stment Business.  
 
17. The final binding  sale and purchase  agreement  (as well  as ancillary agreements)  relating  to the 
divestment of the Divestment Business shall be conditional on the Commission’s approval. 
When  Bouygues  has reached  an agreement  with a purchaser,  it shall  submit  a fully  documented 
and reasoned proposal, including a copy of the final agreement(s), within one week to the 
Commission and the Monitoring Trustee. Bouygues must be able to demonstrate to the 
Commission  that the  purchaser fulfils  the Purchaser  Criteria  and that the Divestment Business 
is being sold in a manner consistent with the Commission's Decision and the Commitments. 
For the approval, the Commission shall verify that the purchaser fulfils the Purchaser Criteria 
and that the D ivestment Business is being sold in a manner consistent with the  Commitments 
including their objective to bring about a lasting structural change in the market. The 
Commission may approve the sale of the Divestment Business without one or more Assets or 
parts of the Personnel,  or by substituting  one or more  Assets or  parts  of the Personnel  with one 
or more different assets or different personnel, if this does not affect the viability and 
competitiveness  of the Divestment  Business  after the sale, taking  account  of the proposed  
  
18 JULY  2022  
8  
15866954.1  purchaser.  
 
Section  E. Trustee  
 
I. Appointment  procedure  
 
18. Bouygues shall appoint a Monitoring Trustee to carry out the functions specified in these 
Commitments for a Monitoring Trustee. The Notifying Party commits not  to close the 
Concentration before the appointment of a Monitoring Trustee.  
 
19. If Bouygues has not entered into a binding sale and purchase agreement regarding the 
Divestment Business one month before the end of the First Divestiture Period or if the 
Commiss ion has rejected a purchaser proposed by Bouygues at that time or thereafter, 
Bouygues shall appoint a Divestiture Trustee. The appointment of the Divestiture Trustee shall 
take effect upon the commencement of the Trustee Divestiture Period.  
 
20. The Trustee  shall:  
(i) at the time of appointment,  be independent  of the Notifying  Party  and its Affiliated 
Undertakings;  
(ii) possess  the necessary  qualifications  to carry  out its mandate,  for example  have 
sufficient relevant experience as an investment banker or consultant o r auditor; and  
(iii) neither  have  nor become exposed to  a Conflict  of Interest.  
 
21. The Trustee shall be remunerated by the Notifying Party in a way that does not impede the 
independent and effective fulfilment of its mandate. In particular, where the remuneration 
package of a Divestiture Trustee includes a success premium linked to the final sale value of 
the Divestment Business, such success premium may only be earned if the divestiture takes 
place within the Trustee Divestiture Period.  
 
Proposal  by Bouygues  
 
22. No later than two weeks after  the Effective  Date, Bouygues  shall  submit  the name  or names of 
one or more natural or legal persons whom Bouygues proposes to appoint as the Monitoring 
Trustee to the Commission for approval. No later than one month before the end  of the First 
Divestiture Period or on request by the Commission, Bouygues shall submit a list of one or 
more persons whom Bouygues proposes to appoint as Divestiture Trustee to the Commission 
for approval. The proposal shall contain sufficient information  for the Commission to verify 
that the person or persons proposed as Trustee fulfil the requirements set out in paragraph 21 
and shall include:  
(a) the full terms of the proposed mandate, which shall include all provisions  necessary 
to enable the Trustee to fu lfil its duties under these Commitments;  
 
(b) the outline  of a work  plan which  describes  how the Trustee  intends  to carry  out its 
  
18 JULY  2022  
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15866954.1  assigned  tasks;  
 
(c) an indication whether the proposed Trustee is to act as both Monitoring Trustee  and 
Divestiture Trustee or whether different trustees are proposed for the two functions.  
 
Approval  or rejection  by the Commission  
 
23. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to 
approve  the proposed mandate  subject to any modifications it deems necessary for  the Trustee 
to fulfil its obligations. If only one name is approved, Bouygues shall appoint or cause to be 
appointed the person or persons concerned as Trustee, in accordance with the mandate approved 
by the Commission. If more than one name is approved, Bouygues; shall be free to choose the 
Trustee to be appointed from among the names approved. The Trustee shall be appointed within 
one week of the Commission’s approval, in accordance with the mandate appr oved by the 
Commission.  
 
New proposal by  Bouygues  
 
24. If all the proposed Trustees are rejected, Bouygues shall submit the names of at least two  more 
legal persons within one week of being informed of the rejection, in accordance with paragraphs 
19 and 24 of these Commitments.  
 
Trustee  nominated  by the Commission  
 
25. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate 
a Trustee, whom Bouygues shall appoint, or cause to be appointed, in accordance with a trustee 
mandate a pproved by the Commission.  
 
II. Functions  of the Trustee  
 
26. The Trustee shall assume its specified duties and obligations in order to ensure compliance with 
the Commitments. The Commission may, on its own initiative or at the request of the Trustee 
or Bouygues, give any orders or instructions to the Trustee in order to ensure compliance with 
the conditions and obligations attached to the Decision.  
 
Duties  and obligations  of the Monitoring Trustee  
 
 
27. The Monitoring  Trustee  shall:  
 
(i) propose in its first report to the  Commission a detailed work plan describing how it intends 
to monitor compliance with the obligations and conditions attached to the Decision,  
  
18 JULY  2022  
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15866954.1   
(ii) oversee, in close co -operation with the Hold Separate Manager, the on -going 
management of the Divestment Business with a view to ensuring its continued economic 
viability, marketability and competitiveness and monitor compliance by Bouygues  with 
the conditions  and obligations  attached  to the Decision.  To that end the Monitoring 
Trustee shall:  
 
(a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business, and the keeping separate of the 
Divestment Business from the business retained by the Parties, in accordance 
with paragraphs 8 and 9 of these Commitments;  
 
(b) supervise the management of the Divestment Business as a distinct and saleable 
entity, in accordance with paragraph 10 of these Commitments;  
 
(c) with respect  to Confidential  Information:  
 
 determine  all necessary  measures  to ensure  that Bouygues  does not after the 
Effective Date obtain any Confidential Information relating to the 
Divestment Business,  
 
 in particular strive for the severing of the Divestment Business’ participation 
in a central information technology network to the extent possible, without 
compromising the viability of the Divestment Business,  
 
 make sure that any Confidential Information relating to the Divestment 
Business obtained by Bouygues before the Effective Date is eliminated and 
will not be used by Bouygues and  
 
 decide whethe r such information may be disclosed to or  kept by Bouygues 
as the disclosure is reasonably necessary to allow Bouygues to carry out the 
divestiture or as the disclosure is required by law;  
 
(d) monitor the splitting of assets and the allocation of Personnel between the 
Divestment Business and Bouygues or Affiliated Undertakings;  
 
(iii) propose to Bouygues such measures as the Monitoring Trustee considers necessary to 
ensure  Bouygues’s  compliance  with the conditions  and obligations  attached  to the 
Decision, in parti cular the  maintenance of the full economic viability, marketability or 
competitiveness of the Divestment Business, the holding separate of the Divestment  
Business and the non - disclosure of competitively sensitive information;  
(iv) review  and assess  potential  purchasers  as well as the progress  of the divestiture  
process and verify that, dependent on the stage of the divestiture process:  
  
18 JULY  2022  
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15866954.1   
(a) potential purchasers receive sufficient and correct information relating to the 
Divestment Business and the Personnel in particular by reviewing, if available, 
the data room documentation, the information memorandum and the due 
diligence process, and  
 
(b) potential  purchasers  are granted  reasonable  access  to the Personnel;  
 
(v) act as a contact point for any requests by  third parties, in particular potential purchasers, 
in relation to the Commitments;  
 
(vi) provide to the Commission, sending Bouygues a non -confidential copy at the same time, 
a written report within 15 days after the end of every month that shall cover the operation  
and management  of the Divestment  Business  as well as the splitting  of assets and  the 
allocation  of Personnel  so that the Commission  can assess  whether  the business is held 
in a manner consistent with the Commitments and the progress of the divestiture process 
as well as potential purchasers;  
 
(vii) promptly report in writing to the Commission, sending Bouygues a non -confidential 
copy  at the same  time,  if it concludes  on reasonable  grounds  that Bouygues  is failing to 
comply with these Commitments;  
 
(viii) within one week after receipt of the documented proposal referred to in paragraph 17 of 
these Commitments, submit to the Commission, sending Bouygues a non - confidential 
copy at the same time, a reasoned opinion as to the sui tability and independence of the 
proposed purchaser and the viability of the Divestment Business after  the Sale and as to 
whether  the Divestment  Business  is sold in a manner consistent with the conditions and 
obligations attached to the Decision, in particular, if relevant, whether the Sale of the 
Divestment Business without one or more Assets or not all of the Personnel affects the 
viability of the Divestment Business after the sale, taking account of the proposed 
purchaser;  
 
(ix) assume the other functio ns assigned to the Monitoring Trustee under the conditions and 
obligations attached to the Decision.  
 
28. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring  Trustee and  the Divestiture Trustee shall  cooperate cl osely  with each other during 
and for the purpose of the preparation of the Trustee Divestiture Period in order to facilitate 
each other's tasks.  
 
Duties  and obligations  of the Divestiture  Trustee  
 
29. Within  the Trustee  Divestiture  Period,  the Divestiture  Trustee  shall  sell at no minimum  price  the 
Divestment  Business  to a purchaser,  provided  that the Commission  has approved  both the 
  
18 JULY  2022  
12  
15866954.1  purchaser and the final binding sale and purchase agreement (and ancillary agreements) as in 
line with the C ommission's Decision and the Commitments in accordance with paragraphs 16 
and 17 of these Commitments. The Divestiture Trustee shall include in the sale and purchase 
agreement (as well as in any ancillary agreements) such terms and conditions as it considers 
appropriate  for an expedient  sale in the Trustee  Divestiture  Period.  In particular,  the Divestiture 
Trustee may include in the sale and purchase agreement such customary representations and 
warranties and indemnities as are reasonably required to effect the sale. The Divestiture Trustee 
shall protect the legitimate financial interests of Bouygues, subject to the Notifying Parties’ 
unconditional obligation to divest at no minimum price in the Tr ustee Divestiture Period.  
 
30. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture 
Trustee shall provide the Commission with a comprehensive monthly report written in  English 
on the progress of the divestiture process.  Such reports shall be submitted within 15 days after 
the end of every month with a simultaneous copy to the Monitoring Trustee and a non -
confidential copy to the Notifying Party.  
 
III. Duties  and obligations  of the Parties  
 
31.  Bouygues shall provide and shall cause its advisors to provide the Trustee with all such co - 
operation, assistance and information as the Trustee may reasonably require to perform its tasks. 
The Trustee shall have full and complete access to any of Bouygues or the Divestment Business’ 
books, records, documents, management or other personnel, facilities, sites and technical 
information necessary for fulfilling its duties under  the Commitments and Bouygues and the 
Divestment Business shall provide the Trustee upon request with copies of any document. 
Bouygues and the Divestment Business shall  make available to the Trustee one or more offices 
on their premises and shall be available for meetings in order to provide the Trustee with all 
information necessary for the performance of its tasks.  
 
32. Bouygues shall provide the Monitoring Trustee with all managerial and administrative  support 
that it may reasonably request on behalf of the management of the Divestment Business. This 
shall include all administrative support functions relating to the Dives tment Business which are 
currently carried out at headquarters level. Bouygues shall provide and shall cause its advisors 
to provide the Monitoring Trustee, on request, with the information submitted to potential 
purchasers, in particular give the Monitori ng Trustee access to the data room documentation 
and all other information granted to potential purchasers in the due diligence procedure. 
Bouygues shall inform the Monitoring Trustee on possible purchasers, submit lists of potential 
purchasers at each sta ge of the selection process, including the offers made  by potential 
purchasers at those  stages, and keep the Monitoring Trustee  informed of all developments in 
the divestiture process.  
 
33. Bouygues shall grant or procure Affiliated Undertakings to grant comprehensive powers of 
attorney, duly executed, to the Divestiture Trustee to effect the sale (including ancillary 
agreements),  the Closing  and all actions  and declarations  which  the Divestiture  Trustee  
  
18 JULY  2022  
13  
15866954.1  considers necessary or appropriate  to achieve the sale and the Closing, including the 
appointment of advisors to assist with the sale process. Upon request of the Divestiture Trustee,  
Bouygues  shall cause  the documents  required  for effecting  the sale and the Closing to be duly 
executed.  
 
34. Bouygues shall indemnify the Trustee and its employees and agents (each an “ Indemnified 
Party ”) and hold each Indemnified Party harmless against, and hereby agrees that an 
Indemnified Party shall have no liability to Bouygues for, any liabilities arising o ut of the 
performance of the Trustee’s duties under the Commitments, except to the extent that such 
liabilities result from the wilful default, recklessness, gross negligence or bad faith of the 
Trustee, its employees, agents or advisors.  
 
35. At the expense o f Bouygues, the Trustee may appoint advisors (in particular for corporate 
finance or  legal advice), subject to Bouygues’s approval (this approval not to be  unreasonably 
withheld or delayed) if the Trustee considers the appointment of such advisors necessar y or 
appropriate for the performance of its duties and obligations under the Mandate,  provided  that 
any fees and other expenses incurred by the Trustee are reasonable. Should Bouygues refuse to 
approve the advisors proposed by the Trustee the Commission ma y approve the appointment of 
such advisors instead, after having heard Bouygues. Only the Trustee shall be entitled to issue 
instructions to the advisors. Paragraph 34 of these Commitments shall apply mutatis mutandis . 
In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who  served  
Bouygues  during  the Divestiture  Period  if the Divestiture  Trustee  considers this in the best 
interest of an expedient sale.  
 
36. Bouygues agrees that the Commission may share Confidential Information proprietary to 
Bouygues with the  Trustee. The  Trustee  shall not disclose  such information and the  principles 
contained in Article 17(1) and (2) of the Merger Regulation apply mutatis mutandis . 
 
37. The Notifying Party agrees that the c ontact details of the Monitoring Trustee are published on 
the website of the Commission's Directorate -General for Competition and they shall inform 
interested third parties, in particular any potential purchasers, of the identity and the tasks  of 
the Monit oring Trustee.  
 
38. For a period of 10 years  from the Effective Date the Commission may request all information 
from the Parties that is reasonably necessary to monitor the effective implementation of these 
Commitments.  
 
 
IV. Replacement,  discharge  and reappointment  of the Trustee  
 
39. If the Trustee ceases to perform its functions under the Commitments or for any other good  
cause, including the exposure of the Trustee to a Conflict of Interest:  
 
(a) the Commission  may,  after hearing  the Trustee  and Bouygues,  require  Bouygues  to 
  
18 JULY  2022  
14  
15866954.1  replace  the Trustee;  or 
 
(b) Bouygues  may,  with the prior  approval of  the Commission,  replace  the Trustee.  
 
40. If the Trustee  is removed  according  to paragraph  39 of these  Commitments,  the Trustee  may be 
required to continue in its function until a new Trustee is in place to whom the Trustee has 
effected a full hand over of all relevant information. The new Trustee shall be appointed in 
accordance with the procedure referred to in paragraphs  18-25 of these Commitments.  
 
41. Unless removed according to paragraph 39 of these Commitments, the Trustee shall cease to 
act as Trustee only after the Commission has d ischarged it from its duties after all the 
Commitments  with which  the Trustee  has been  entrusted  have  been  implemented.  However,  the 
Commission may at any time require the reappointment of the Monitoring Trustee if it 
subsequently appears that the relevant remedies might not have been fully and properly 
implemented.  
 
Section  F. The review  clause  
 
42. The Commission may extend the time p eriods foreseen in the Commitments in response to a 
request from Bouygues or, in appropriate cases, on its own initiative. Where Bouygues requests  
an extension  of a time period,  it shall  submit  a reasoned  request  to the Commission  no later than 
one month before the expiry of that period, showing good cause. This request shall be 
accompanied by a report from the Monitoring Trustee, who shall, at the same time send a non -
confidential copy of the report to the Notifying Party. Only in exceptional circumstance s shall 
Bouygues be entitled to request an extension within the last month of any period.  
 
43. The Commission may further, in response to a reasoned request from the Notifying Parties 
showing  good  cause  waive,  modify  or substitute,  in exceptional  circumstances , one or more of 
the undertakings in these Commitments. This request shall be accompanied by a report from 
the Monitoring  Trustee, who  shall,  at the  same  time send a  non-confidential  copy of  the report 
to the Notifying Party. The request shall not have the  effect of suspending the application of the 
undertaking and, in particular, of suspending the expiry of any time period in which the 
undertaking has to be complied with.  
 
  
 
 
  
 
Section  G. Entry  into force    
18 JULY  2022  
 
44. The Commitm ents shall  take effect  upon  the date of the adoption  of the decision.  
 
(Signed)  
 
Duly authorised for  and on behalf  of 
Bouygues S.A.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 
STRICTLY  CONFIDENTIAL 
CONTAINS  BUSINESS  SECRETS  
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15866954.1   
Schedule 1  
Colas  Rail Belgium  
 
1. The Divestment Business as operated to date has the following legal and 
functional  structure:  Colas  Rail Belgium  is a legal  subsidiary  of Colas  Rail 
(controlled at […]%). An organisational chart can be found below. The 
Divestment Business consists of Colas Rail Belgium which carries out 
about  […]% of its activity  in catenaries  and OCL  contracts  and […]% in 
tracks contracts, excluding any liability for the Liège Tramway Project 
contract under the terms described in the Schedule . 
 
[…] 
 
2. In accordance with paragraph 5 of these Commitments, the Divestment 
Business includes, but is not limited to:  
 
(a) the following  main  tangible  assets:  
 
 Real estate: the registered office building is situated at 3, Rue des Ateliers B -7850 
Enghien, Belgium, which is owned by Colas Rail Belgium. The site includes, a 
warehouse,  a storage  space,  IT installations  and office  space  available  for all of Colas 
Rail Belgium,  for both the catenary  and overhead  contact  lines  and the track  activities 
(a total of […] sq.m.).  Colas  Rail Belgium  also installs  temporary  offices  at the various 
project sites which will be included in the Divestment Business.  
 
 All machinery,  which  includes:  
 
o Trains  and wagons:  (i) […] tilting  trains,  (ii) […] concrete  trains  and (iii) 
[…] wiring wagons;  
o […] rail-road shovels  (used  for foundations,  mast  and boom  installations);  
o […] rail-road platforms;  


STRICTLY  CONFIDENTIAL 
CONTAINS  BUSINESS  SECRETS  
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19  
15866954.1  […] 
(h) the arrangements  for the supply  with the following  products  or services  by 
Colas Rail or Affiliated Undertakings for a transitional period of up to […] 
years after Closing:  
o extension  of the following  existing  insurance  policies  (i.e. (i) third  party 
liability, (ii) damage to properties and (iii) machinery breakdown.);  
o provision  of financing  facilities  and cash pooling  (excluding  any bonding 
facilities);  
o upkeeping  of the United  Platform11 (including  (i) network,  (ii) servers,  
(iii) security,  (iv) mailboxes,  (v) access  to Internet  and (vi) software 
licenses); and  
o payroll  administration.  
 
3. The Divestment  Business  includes  the participation  of Colas  Rail Belgium 
in […], […] and […]: 
 
(a) The Notifying  Party  commits  to indemnify  the Purchaser  against  any actual 
loss borne by the Divestment Business in connection with the construction 
of the Liège Tramway Project as (i) shareholder of […] or (ii) member of 
[…]. The Notifying Party’s commitment to indemnify the Purchaser will 
neither be limited by any ca p, de minimis or deductible/threshold nor by any 
element disclosed to the Purchaser in the data room. The amount of losses to 
be indemnified by the Notifying Party shall be  computed under customary 
standards, taking into account any cash net profit benefit ing the Divestment 
Business in connection with the installation  of catenaries  and/or  tracks  for 
the Liège  Tramway  Project.  
 
11 United  Platform  is the unified  and standard  framework  of the Colas  information  system.  It consists  in particular  of (i) 
equipment  (laptops, switches, etc.) and (ii)  identities  of the Colas  personnel  belonging to  a specific directory (with rights / 
authorisations in the various territories and tools).  
STRICTLY  CONFIDENTIAL 
CONTAINS  BUSINESS  SECRETS  
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20  
15866954.1  Except if the Purchaser elects for an extension of the “hold harmless”12 
mechanism to the maintenance part of the Liège Tramway Project (as 
described in paragraph (b) below), this computation of losses shall not take 
into account any cash net profit benefiting the Divestment Business in 
connection with the maintenance in the L iège Tramway Project. The 
Notifying Party also commits to discharge the Divestment Business of any 
obligation to deploy personnel and/or equipment to the construction of the 
Liège  Tramway  Project  except  as regards  the deployment  of […] employees 
([descript ion of employees] ) and […] machines which were acquired by 
Colas Rail Belgium for the purpose of the Liège Tramway Project. (the 
“Dedicated Assets ”). At the option of the Purchaser, the Notifying Party 
shall cover any costs in relation to the deployment of  the Dedicated Assets.  
 
(b) At the option of the Purchaser, this “hold harmless” commitment shall be 
extended  to any actual  loss borne  by the Divestment  Business  in connection 
with maintenance in the Liège Tramway Project as shareholder of […]. For 
the avoidance of doubt, the Divestment Business has no obligation to deploy 
any own personnel and/or equipment to the maintenance of the Liege 
Tramway, in case of the application of the “hold harmless” mechanism to 
the maintenance part of the Tram de  Liege Project.  
 
4. If there is any asset or personnel which is not covered by paragraph 2 of 
this Schedule  but which  is both used (exclusively  or not) in the Divestment 
Business and necessary for the continued viability and competitiveness of 
the Divestment Business, that asset or adequate substitute will be offered 
to potential purchasers.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12 The hold-harmless  mechanism  is attached  as Schedule  2.. 
STRICTLY  CONFIDENTIAL 
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21  
15866954.1  SCHEDULE  2 
TERM  SHEET  – HOLD -HARMLESS  MECHANISM  
(Indemnity  Warranty)  
Tram  de Liège  project  – Summary  wording  on the hold  harmless  mechanism 
(Indemnity Warranty)  
This memo  aims  at explaining  the main terms  of the hold harmless  mechanism  (the “Mechanism ”) that 
will be included in the share purchase agreement to be entered into in the context of the proposed 
divestment by Colas Rail SAS (“ Colas Rail ”, or “ Seller ”) of 100% of the shares of its Belgian subsidiary 
Colas Rail Belgium SA (“ Target ”) (the “ Transaction ”). 
The objective of the Mechanism is to put the purchaser (the “ Purchaser ”) in the same situation as if  the 
Liège Tramway Project were excluded from the transaction perimeter (other than as service provider).  
[…]