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 -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels,  26.8.2019  
C(2019 ) 6271 final  
PUBLIC VERSION  
 
To the notifying parties  
Subject : Case M.9367  - Mirova/Predica/Indigo  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 19 July 2019, the Commission received notification of a proposed concentration 
pursuant to Article 4 of Council Regulation (EC) No.139/2004 by which Mirova 
S.A. (“Mirova”, France) and Prévoyance Dialogue du Crédit Agricole S.A. 
(“Predica”, France) will acquire,  within the meaning of Articles 3(1)(b) and 3(4)  of 
the Merger Regulation , joint control of the whole of  Infra Foch Topco SAS, which is 
the hold ing company of the Indigo group (together referred to as “Indigo”) (“the 
Transaction”) .  
(2) The Transaction is accomplished by way of  purchase of shares . Mirova, Predica and 
Indigo are collectively referred to 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').  
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possible the information omitted has been 
replaced by ranges of figures or a general 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  
(3) Mirova  is an asset management company that is ultimately controlled by Banque 
Populaire and Caisse d’Epargne (“BPCE”) Groupe. BPCE is headquartered in Paris, 
France, and active in a full range of banking and insurance activities.  Through its 
subsidiary Urbis Park Infrastruct ures, Mirova holds concession contracts of parking 
facilities in four French cities.  
(4) Predica is a life and health insurance company belonging to Crédit Agricole 
Assurances, headquartered in Paris, France.  
(5) Indigo offers vehicle parking services both off -street and on -street as well as digital 
parking and individual mobility solutions such as self -service bikes and scooters. 
Indigo offers these services in various European countries (mostly in France, 
Belgium, Spain and Luxembourg) as well as outside the EU. Indigo currently is 
jointly controlled by Predica and Ardian (France).   
2. THE OPERATION  
(6) The Transaction will be implemented through the acquisition by Mirova of shares in 
Indigo from Ardian.  Mirova and Predica will ultimately hold [30-40]% and [40-
50]% respectively in Indigo. [10-20]% of Indigo’s shares  are held by MRI, an 
affiliate company of Münchener Rückversicherungs -Gesellschaft (Munich Re), 
which will not have any veto rights over strategic business decisions. The remaining 
[5-10]% of shares are held by the management.  
(7) According to the Shareholders’ Agreement signed on 26 March 2019, Mirova and 
Predica will have veto rights on strategic decisions o ver Indigo , in particular the 
adoption of the business plan and the consolidated annual budget.  There fore, Mirova 
and Predica will jointly control In digo. 
(8) Indigo has its own staff, financial resources and dedicated management to its 
operations and management of its portfolio and business interest . 
(9) Indigo also has a market presence since it offers several activities in various 
European countries under its own brand. In particular, Indigo offers vehicle parking 
services both off -street and on -street, digital parking and individual mobility services 
in various European countries.  
(10) Indigo  does not have signifi cant sales or purchase relationships with its parents and 
is intended to operate on a lasting basis.  Therefore, Indigo is a full -function joint 
venture.  
(11) The Transaction therefore constitutes a concentration within the meaning of Articles 
3(1)(b) and 3(4) o f the Merger Regulation.  
3. EU DIMENSION  
(12) Although the combined aggregate worldwide turnover of the BPCE Group, Predica  
and Indigo  does exceed EUR 5,000 million (EUR […] million) and  their aggregate 
EU-wide turnover does exceed EUR 250 million (EUR […] million), the 
 
 
3 Transaction does not have an EU dimension within the meaning of Article 1(2) of 
the Merger Regulation . Each of the undertaking s concerned achieves more than two -
thirds of its aggregate EU turnover within one and the same Member State, namely  
France .  
(13) On 16 April 2019 , the Parties submitted a reasoned submission in which they 
informed the Commission that the  Transaction would be reviewed under the merger 
control legislations of nine Member States, namely Belgium, Germany, Ireland, 
Spain, Franc e, Italy, the Netherlands, Portugal and Romania . The Parties therefore 
requested the Commission  to review the Transaction pursuant to Article 4(5) of the 
Merger Regulation. None of the Member States concerned opposed the request for 
referral within the per iod laid down by the Merger Regulation. The case therefore 
has been referred to the Commission.  
4. MARKET DEFINITION  
4.1.1.  Relevant product markets  
(14) The Commission previously considered the existence of a potential market for the 
operation of paid public car parking  services.3 In France owners of parking facilities 
(often public authorities) tender car parking services to concessionaires ( competition 
for the market ). Concessionaires then either manage car parking services) 
themselves or delegate the management of car  parking services to third parties 
(competition in the market ). In many instances, the concessionaire is also the 
manager operating the parking.  
(15) In their notification, the Parties have also referred to precedents from the French 
Competition Authority , whic h mention a further segmentation between the operation 
of on-street and off -street parking spaces.4 Off-street parking refers to parking spaces 
in any location other than the street.5 Off-street typically includes parking facilities 
such as garages and lot s, whether indoors or outdoors. By contrast, on -street parking 
refers to the supply of parking spaces for vehicles to park on the street, e.g. along the 
sidewalk or any place that is not an identified parking lot or car park.  
(16) In one previous decision6, the  French Competition Authority explained that the 
operation of on -street and off -street parking spaces  would be different (i) from the 
users’ perspective, since off -street parkings are considered more secured but more 
costly and (ii) from the parking operat ors’ perspective, since on -street and off -street 
parking services would require different kinds of service provisions.   
(17) However, for the purpose of this decision, the Commission considers that the 
question of whether within the operation of paid car parkin g servic es, a further 
distinction should be made between the concession and management of public paid 
                                                 
3  Case M.2825 -– Fortis AG SA/Bernheim -Comofi SA.  
4  Form CO, para. 90, referring to Décision n° 1 5-DCC -84 du 8 juillet 2015 relative à la prise de contrôle 
exclusif des sociétés Avenir Grande Armée par la société Gecina; Décision n° 1 0-DCC -02 relative à la 
prise de contrôle conjoint des sociétés Keolis et Effia par les sociétés SNCF -Parti cipation et Caisse des 
Dépôt et Placement du Québec.  
5  See Form CO, para. 91  et seq.  
6  Avis n°01 -A-08 du Conseil de la concurrence du 5 juin 2001 relatif à l’acquisition du groupe GTM par la 
société Vinci.  
 
 
4 car parkings as well as whether a further distinction between off -street and on -street 
parkings should be drawn can be left open. As explained below, the Transaction 
would not raise serious doubts as to its compatibility with the internal market for the 
operation of paid car parking services, including for concession and for management, 
and in the narrowest -possible segment limited to off -street paid car pa rking services.  
4.1.2.  Relevant geographic m arket  
(18) The Commission has previously considered that the operation of car parking services 
is likely to be local .7 This is based on the consumers ’ wish to park close to the area 
of destination.  
(19) The consumer seeks parking in the vicinity  of the destination  of the trip.  
Nevertheless, in practice there is a chain of substitution  between parking  facilities or 
lots located in the neighboring  areas. This will often limit the scope for parking to 
the lo cal area, e.g. city or municipality.8 
(20) The Parties agree that the operation of car parking services would be local in scope  
and have provided market share figures on a local basis in the cities where their 
activities could be considered to overlap.  
(21) For the  purpose of this decision, t he Commission considers that the operation of car 
parking services is local in scope. This is the narrowest -possible geographic market 
definition, since the alternative would be a national or EEA wide market considering 
that par ticipants to tenders for concessions such as Indigo, Interparking or Q -Park, 
are usually active nationwide if not at EEA level The Parties’ market shares would 
be lower should the geographic dimension of the relevant market be wider.  
5. COMPETITIVE  ASSESSMENT  
(22) Indigo is active in the operation of paid parking services in several EEA countries . 
Indigo is usually both concessionaire and manager of the paid car parking services.  
(23) Mirova, through its controlling stake in Urbis Park Infrastructures, is active in the 
operation of paid car parking services only in France . 
(24) More specifically, Mirova  won four concession contracts for parking facilities in 
four French cities (Asnières, Bordeaux, Marseille and Versailles). All concessions 
are off -street with the exceptio n of Versailles, where Mirova also has a concession 
for on -street parking. Mirova is only concessionaire of those parking services and 
has delegated their management to Transdev Park Services until […] in the case of 
Bordeaux and Marseille and until […] in the case of Versailles.9  
(25) The Transaction leads to affected markets in France for the operation  of paid car 
parking  services  in the three cities of Bordeaux, Marseille and Versailles  where both 
Mirova and Indigo are concessionaires . 
                                                 
7  Case M.2825 – Fortis AG SA/Bernheim -Comofi S A. 
8  Case M.2825 - Fortis AG SA/Bernheim -Comofi SA.  
9  In light of this long -term contract, there is no potential vertical link between Merova’s ownership and 
Indigo’s management/operation in any of these three cities.  
 
 
5 5.1. Competitive background  
(26) This Transaction needs to be assessed against the specific features of the paid car 
parking services industry in France. As explained above, the competitive process in 
this industry and in particular in the relevant cities below  is influenced by the 
grant ing of concessions (competition for the market) by public authorities, which 
typically run for a period of several years. The tender process gives rise to 
competition between large players, some of them active at EEA level, such as 
Indigo, Interparking or Q-Park. As set out below, the Transaction appears to cause a 
rather limited impact on the competitive process in the relevant market also 
considering the fact that Mirova is a small player at national level, with a market 
shares estimate of less than 1% in  France.  
5.2. City of Bordeaux  
(27) According to the data submitted by the Parties,10 over the last three years, on a 
market for the operation of paid car parking services in Bordeaux, the Parties had a 
combined market share of [10-20]%, with an increment of [5-10]%. The Parties’ 
main competitors are the City of Bordeaux (approximately [50-60]%) and Parcub 
(approximately [20-30]%). 
(28) If the market were off-street parking spaces  only, over the last three years, the 
Parties’ combined market share were  [20-30]%-[30-40]%  with an increment of [10-
20]%, making the combined entity number 2 behind Parcub (approximately [40-
50]%).  
(29) Post-Transaction, more than 25 competing parking facilities will remain in 
Bordeaux. Several competitors’ facilities are located in between and at short 
distances from the facilities held by Mirova and those held by Indigo. In fact, some 
competitors’ facilities are literally around the corner, at walking distance from a 
facility owned by either Party.  
(30) Moreover, one of Indigo’s concession in Bordeaux  expires in […]. As explained 
above, contenders for the new concession are numerous, many of them subsidiaries 
of large, European wide active competitors.  
(31) The Commission therefore considers that the Transaction does not  raise serious 
doubts as to the compa tibility of the Transaction with the internal market in relation 
to the operation of car parking services in Bordeaux . 
5.3. City of Marseille  
(32) According to the data submitted by the Parties,11 over the last three years, in the 
market for the operation of paid car  parking spaces in Marseille, the Parties’ 
combined market share was stable at [20-30]%. However, the increment resulting 
from the Transaction would be insignificant since Mirova only accounts for less than 
[0-5]% of the market by contributing one off -street parking facility. The Parties’ 
main competitors are the City of Marseille ( [30-40]%) and Q -Park ( [10-20]%). 
                                                 
10   Form CO; Parties’ best estimates based on the number of parking spaces (paragraph 180).  
11  Form CO; Parties best estimates  based on the number of parking spaces  (paragraph 208).  
 
 
6 (33) If the market were limited to the operation of off-street parking spaces ,12 over the last 
three years, the Parties’ combined market share was stab le at [40-50]%. However, 
here again, the increment brought by the Transaction would be insignificant since 
Mirova has a market share slightly over [0-5]%, and Q -Park will remain on the 
market with almost [20-30]% of market share ( [20-30]%).  
(34) In addition, Mirova’s single parking facility in Marseille is situated outside the city 
centre and far away from any of Indigo’s parkings . The facilities of Indigo and those 
of competitors are grouped in a cluster that covers the main part of the city at much 
shorter d istance from one another than Mirova’s facility. In view of that 
configuration, the Commission considers that competitors’ facilities would represent 
a more attractive alternative to Indigo’s users than Mirova’s remote facility.   
(35) In light of the location o f, as well as the very small increment brought about by the 
parking of Mirova, the Commission considers that the Transaction does not raise 
serious doubts as to the compatibility of the Transaction with the internal market in 
relation to the operation of c ar parking services in Marseille.  
5.4. City of Versailles  
(36) According to the data submitted by the Parties,13 over the last three years, in the 
market for the operation of paid car  parking services in Versailles, the Parties’ 
combined market share was stable at [20-30]% and an increment brought by Indigo 
of [5-10]%. The Parties’ leading competitor is City of Versailles, with [70-80]% of 
market share.  
(37) If the market were limited to the operation of off-street parking spaces, over the last 
three years, the Parties’ c ombined market share in Versailles was stable at [50-60]% 
with an increment of [10-20]% brought by Mirova.14 The Parties’ main competitor 
remains City of Versailles, with [40-50]% of market share.  
(38) Despite the high combined market share for this possible segment  limited to off -
street parkings, the Commission considers that the Transaction will have a limited 
impact on the structure of the market for the operation of off street paid car parking 
services  and a fortiori  the operation of on -street and off -street paid car parking 
services in Versailles for the following reasons.  
(39) First, the Transaction would result in adding only one facility (of Mirova) over the 
nine existing parking facilities in Versailles. In addition,  the additional parking 
facility of Mirova is relatively isolated compared to other existing parking facilities. 
While two of Indigo’s parkings are relatively close to Mirova’s , several competing 
parking facilities are also close to Indigo’s . 
(40) Second, two o f Indigo’s three concessions (corresponding each to one parking 
facility) in Versailles expire in […]. As explained above, contenders for the new 
concessions are numerous, many of them subsidiaries of large, European wide active 
                                                 
12   Form CO; Parties best estimates  based on the number of parking spaces  (paragraph 203).  
13  Form CO; Parties best estimates based on the number of parking spaces (paragraph 199).  
14   Form CO, Parties best estimates based on the number of parking spaces (paragraph 185).  
 
 
7 competitors. Therefore, a s ignificant part of Indigos’ market share in Versailles will 
be contestable in the short -term.  
(41) Third, in Versailles, as generally  in the paid car parking industry in France, 
concessionaires are constrained by the terms of their contracts with municipalitie s.  
(42) As to prices, the Parties have explained that concessions of off -street parking contain 
indexation clauses that set a maximum price for the use of the facility and are agreed 
upon at the time of signature of the contract. In this context, price increas es may be 
proposed to the owner by the concessionaire of the facility  but only within the limits 
set by the indexation clause (which is mostly based on labour and energy costs) and 
always subject to the public authority’s approval. By way of example, when 
proposed by Mirova, the City of Versailles refused the application of the indexation 
clause in […].  
(43) In light of the se elements , and in particular the number of remaining competing 
parking facilities, the relatively small market position of Mirova  and the specific 
constraints on the Parties’ market position, the Commission considers that the 
Transaction does not raise serious doubts as to the compatibility of the Transaction 
with the internal market in relation to the operation of car parking services in 
Versailles . 
6. CONCLUSION  
(44) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b ) of the 
Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission