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, 15.3.2019  
C(2019 ) 2135 final  
PUBLIC VERSION   
 
To the notifying party  
Subject : Case M. 9270 — VINCI Airports / Gatwick Airport  
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 8 February 2019, the European Commission received notification of 
a proposed concentration pursuant to Article 4 of the Merger Regulation by 
which VINCI Airports ( the 'Notifying Party', France), belonging to the VINCI 
Group, which is ultimately controlled by VINCI S.A. (France), acquires within 
the meaning of Article 3(1)(b) of the Merger Regulation  sole control of the 
whole of Ivy Topco Limited (Cayman Islands), a holding company indirectly 
controlling Gatwick Airport Limited ( 'GAL', United Kingdom) , by way of 
purchase of share s (the 'Transaction ' ).3 
                                                 
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  66, 19.02.2019, p. 16.  
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information omitted has been replaced by 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) VINCI Airports  manages and operates airports in a number of territories, namely 
France, Portugal, the United Kingdom (only in Northern Ireland - Belfast), 
Sweden, Serbia, Cambodia, Japan, Dominican Republic, Chile, Brazil, Costa Rica 
and the United States of America.  VINCI Group, ultimately controlled by 
VINCI S.A. , is a diversified group notably active in the fields of (i) concessions 
and infrastructures (mainly motorways and airports), (ii) building, public works 
and civil engineering, ( iii) energy and information technology services and (iv) 
road works.  
(3) Ivy Topco Limited  is a holding company that  indirectly controls GAL, which 
owns and operates Gatwick Airport, the second largest airport of the London area . 
2. THE OPERATION  AND THE CONCENTRATIO N 
(4) Pre-Transaction, Ivy Topco Limited is owned by Ivy Guernsey Holdings, a 
consortium that is solely controlled by the private equity fund G lobal 
Infrastructure Partners ('GIP' ), which in turn is managed by Global Infrastructure 
Managem ent LLC.4 
(5) Pursuant to a Share Purchase Agreement concluded on  27 December 2018 , 
VINCI Airports acquires, via a  special purpose vehicle, 50.01% of the shares in 
Ivy Topco Limited. [details about other shareholders]5 [details about the 
composition of Ivy Top co Limited’s Board of Directors]6 [details about the 
decision making process]7 [further details about the decision making process]8 
Therefore, Ivy Topco Limited will be solely controlled by VINCI Airports.   
(6) The Transaction therefore constitutes a concentra tion within the meaning of 
Article 3(1)(b) of the Merger Regulation.  
3. EU DIMENSION  
(7) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million9 (VINCI Airports (VINCI Group): EUR 40 248 
million, Ivy Topco Limited:  EUR […] million) . Each of them has an EU -wide 
turnover in excess of EUR 250 million  (VINCI Airports (VINCI Group): EUR 
                                                 
4  Short Form Co, paragraph s 3 and 5.  
5  Short Form Co, paragraph 8 et seq. ; Annex 5.1.a, Share Purchase Agreement concluded on 27 
December 2018.  
6  [further details about the composit ion of Ivy Topco Limited’s Board of Directors]  
7  [further details about the decision making process]  (see Short Form Co, paragraph 53 et seq. ; 
[reference to internal document] . 
8  Short Form Co, paragraph 49.  
9  Turnover calculated in accordance with Arti cle 5 of the Merger Regulation .  
3 […] million, Ivy Topco Limited: EUR […] million) , but they do not both achieve 
more than two -thirds of their aggregate EU-wide turnover within one and the 
same Member State. The notified operation therefore has an EU dimension  
pursuant to Article 1(2) of the Merger Regulation . 
4. MARKET DEFINITION  
(8) While both, VINCI  Airports  and Ivy Topco Limited , through its operating 
company GAL, are active in the management and operation of airport 
infrastructure s, the Transaction does not give rise to horizontally affected 
markets.10 The Transaction creates vertical relationships and vertically affected 
markets between VINCI G roup’s upstream activities in th e market for 
construction and maintenance service s as well as in the market for electrical  and 
mechanical services , and, GAL’s activities in the downstream market for the 
management and operation of airport infrastructure s.11  
4.1. Management and operation of airport infrastructures (downstream)  
4.1.1.  Product market  
(9) While leaving the exact definition of the product market open,  the Commission 
has in its previous decisional practice considered that the market for the 
management and operation of airport infrastructures  can be subdivided into  three 
distinct product markets:12  
a) the provision of airport infrastructure services , which includes the 
development, maintenance, use and provision of the runway facilities, 
taxiways  and other airport i nfrastructure as well as the co ordination and 
control of the activities performed on these infrastructures . It was 
considered if the market could be further segmented according to the 
categories of customers of airline infrastructure se rvices (full service 
airlines, low cost airlines and charter airlines) or according to the type of 
service provided by the airports (short -haul or long -haul) ; 
b) the provision (or contracting) of ground -handling service s, which includes 
ramp handling, passeng er and baggage handling, fuel and oil handling, 
                                                 
10  GAL only operates one airport, Gatwick Airport in London . VINCI Airports manages and operates 
airports throughout the world, but only operates one airport in the United Kingdom, Belfast airport in 
Northern Ireland. The Transaction does not give rise to a horizontal overlap even under the widest 
plausible geogra phic market definition for the management and operation of airport infrastructures (a 
catchment area of 300 km around Gatwick Airport).  
11  Apart from GAL, none of the companies controlled by Ivy Topco Limited  (which are, apart from 
GAL, Ivy Midco Limited,  Ivy Property Holdings Limited, Ivy Holdco Limited , Gatwick Funding 
Limited , Ivy Bidco Limited , Gatwick Airport Pension Trustees Limited ) is active in a market that 
might be horizontally or vertically related to a market in which an undertaking controlled by VINCI 
Group is active  (see Short Form CO, paragraphs 76 and 77).  
12  See C ases M.7398 – Mirael / Ferrovial / NDH1 , paragraph 19; Case M. 7008 – AENA Internacional / 
AXA PE/LLAGL , paragraph 12; Case M. 6862 – VINCI / Aeroportos de Portugal , paragraph 16.  
4 aircraft maintenance, ground administration and supervision and crew 
administration;  and  
c) the provision (or contracting) of associated commercial services , which 
includes catering facilities, car parking  services, car hire and sale of 
advertising space.  
(10) The Notifying Party agrees with the Commission’s approach.13 
4.1.2.  Geographic market  
(11) As regards the market for the provision of airport infrastructure services , the 
Commission has left the exact geographic market defi nition open in its prior 
decision practice and, in the case of London,  considered the following different 
plausible geographic markets: a)  limited to a certain London airport (Gatwick)14; 
b) a wider area comprising some or all of the London airports15; or c)  the 
catchment area of individual airports , which was considered no larger than 300 
km for international airports or 100 km for regional airports.16  
(12) As regards the market for the provision (or contracting) of ground -handling 
services , the Commission has in  its prior decision al practice considered that the 
geographic scope of the market is restricted to a specific airport.17  
(13) For the market for the provision (or contracting) of associated commercial 
services , it was considered that the market is limited to a specific airport or its 
immediate surroundings.18  
(14) The Notifying Party agrees with the Commission’s approach.19  
 
4.1.3.  Conclusion on the market definition  
(15) The Commission considers that the exact definition of the product and geographic 
market can be left open  for the purpose of the present case, as the Transaction 
does not raise serious doubts as to its compatibility with the internal market under 
                                                 
13  Short  Form CO, paragraphs 104 et seq.   
14  See Case M.5652 – GIP / GATWICK AIRPORT , paragraph  15. 
15  See Case M.5652 – GIP / GATWICK AIRPORT , paragraph  15. 
16  See Case M. 7008 – AENA International  / AXA PE/LLAGL , paragraph 12; Case M. 7398 – Mirael  / 
Ferrovial  / NDH1 , paragraph 21.  
17  See Cases M. 8470 – DAAM / INFRAVIA / FIH / AI , para graph  19; Case M. 7398 – Mirael / Ferrovial 
/ NDH1 , paragraph 22.  
18  See Case M.7398 – Mirael  / Ferrovial  / NDH1 , paragraph 23.  
19  Short Form CO, paragraphs 111 and 114 . 
5 any plausible product  and geographic  market definitions, including under the 
narrowest plausible geographic scope  consisting of Ga twick A irport  only.  
(16) The only product market segments affected by the present Transaction are the 
market segments for (i) provision of airport infrastructure services , and (ii) 
provision (or contracting) of ground -handling services. The Comm ission will 
therefore only assess these two market segments in the following.  
 
4.2. Construction and maintenance services (upstream)  
4.2.1.  Product and g eographic market  
(17) Within construction services,20 the Commission has considered to distinguish 
between (i) the construction of residential buildings  covering blocks of flats, other 
multi -household buildings and single household buildings;  (ii) the construction of 
non-residential buildings  (such as, e.g., industrial buildings, offices, shopping 
centres and hospitals ); and  (iii) the construction of infrastructure/civil engineering  
(such as roads, bridges, railroads, sewage systems).  The exact product market 
definition was ultimately left open.21 Concerning the geographic scope , the 
Commission has considered that the ma rkets for construction services are likely 
national, but ultimately left the market definition open.22  
(18) The Notifying Party agrees with the Commission’s approach .23   
4.2.2.  Conclusion on the market definitio n 
(19) The Commission  considers that the exact product and geographic market 
definition can be left open for the purpose of the present case, as the Transaction 
does not raise serious doubts as to its compatibility with the internal market under 
any plausible product and geogra phic market definition.  
(20) The only market segments affected by the present transaction are the market 
segments for (i) construction and maintenance of non -residential buildings in the 
United Kingdom and (ii) construction and maintenance of infrastructure/civ il 
engineering in the United Kingdom. The Commission will therefore only assess 
these two market segments in the following.  
                                                 
20   As concerns maintenance services, these are ancillary to the construction services.  
21  See Cases M.6020 – ACS / HOCHTIEF , paragraph 6; M.6841 – GOLDMAN SACHS / TPG LUNDY / 
TULLOCH HOMES GROUP LIMITED , paragraph 17.  
22  See Cases M.6020 – ACS / HOCHTIEF , paragraph  7; M.6841 – GOLDMAN SACHS / TPG LUNDY / 
TULLOCH HOMES GROUP LIMITED , paragraph  18. 
23  Short Form CO, paragraph 133 and 135.  
6 4.3. Electrical and mechanical engineering services (upstream)  
4.3.1.  Product market  
(21) While leaving the exact market definition open,  the Commis sion has in its 
previous decisional practice considered a segmentation of the product market 
according to (i) the nature of the service ( electrical  engineering, mechanical 
engineering and air -condition services ), (ii) the type of work ( installation and 
maintenance ), and (iii) the customer group (residential and non -residential 
engineering, with the latter sub -divided into infrastructure, industry and the 
tertiary sector .)24   
(22) The Notifying Party agrees with the Commission’s approach .25 
4.3.2.  Geographic  market  
(23) The Notifying Party submits that the relevant  geographic  markets for electrical 
and mechanical engineering services are national.26  
(24) The Commission has in its previous decisional practice considered the electrical 
engineering markets to be at least national in scope, while for some sub -segments 
within electrical engineering the Commission also considered regional markets, 
given that there were several regional players in France.27  
4.3.3.  Conclusion on the market definition  
(25) The Commission considers that the exact produc t and geographic  market 
definition can be left open  for the purpose of the present case, as the transaction 
does not raise serious doubts as to its compatibility with the internal market under 
any plausible product  and geographic  market definition.  
(26) VINCI Group is not active in the market for the provision of air -condition 
services in the UK. The only market segments affected by the present transaction 
are (i) the non -residential markets for the installation and maintenance of 
electrical engineering service s in the infrastructure and tertiary sectors  and (ii) the 
non-residential markets for the installation and maintenance of mechanical 
engineering  services in the infrastructure and tertiary sectors. The Commission 
will therefore only assess these two market  segments for the national (UK -wide) 
and the regional (England -wide) market in the following.  
                                                 
24  See Cases M.6623 – VINCI/EVT Business, paragraphs 7 et. seq; M.5701 – VINCI/Cegelec, 
paragraphs 9 et seq.; M .3004 – Bravida/Semco/Prenad, paragraphs 8 et. seq. 
25  Short Form CO, paragraph 136 et seq . 
26  Short Form CO, paragraph 141. 
27  See Cases M.6623 – VINCI/EVT Business , paragraph 1 4; M.5701 – VINCI/Cegelec , paragraphs 26 – 
32. 
7 5. COMPETITIVE  ASSESSMENT  
5.1.  Legal framework  
(27) In the absence of any horizontal overlap  between the parties' activities , the 
Commission will examine whether the Transaction is likely to result in 
foreclosure in any of the markets that are vertically affected by the Transaction.  
(28) According to the Non -Horizontal Merger Guidelines,28 foreclosure occurs when 
actual or potential rivals' access to markets is hampered, thereby reducing those 
companies' abilit y and/or incentive to compete.29 Such foreclosure can take two 
forms: (i) input foreclosure, when access of downstream r ivals to supp lies is 
hampered;30 and (ii) customer foreclosure, when access of upstream rivals to a 
suffici ent customer base is hampered.31  
(29) For input or customer foreclosure to be a concern, three conditions need to be met 
post-transaction: (i) the merged entity needs t o have the ability to foreclose its 
rivals; (ii) the merged entity needs to have the incentive to foreclose its rivals; and 
(iii) the foreclosure strategy needs to have a significant detrimental effect on 
competition on the downstream market (input foreclo sure) or on customers 
(customer foreclosure).32 In practice, these factors are often examined together 
since they are closely intertwined.  
5.2. Vertically affected markets  
(30) The Transaction leads to vertical relationships between the parties' activities, 
namely be tween  
a) the upstream markets for construction  and maintenance  services 
(construction  and maintenance  of non -residential buildings and 
construction  and maintenance  of infrastructure/civil engineering ), on 
which VINCI Group is active , and the downstream market s for the 
management and operation of airport infrastructures ( provision of airport 
infrastructure services  and provision (or contracting) of ground -handling 
services ), on which Ivy Topco Limited , via GAL,  is active; and  
b) the upstream  non-residential markets for electrical and mechanical 
engineering services  in the infrastructure and tertiary sectors , on which 
VINCI Group is active , and the downstream markets for the management 
and operation of airport infrastructures ( provision of airport infrastructu re 
services  and provision (or contracting) of ground -handling services ), on 
which Ivy Topco Limited , via GAL, is active.  
                                                 
28  Guidelines on the assessment  of non -horizontal mergers under the Council Regulation on the control 
of concentrations between undertakings, OJ C 265, 18.10.2008, p. 7.  
29  Non-Horizontal Merger Guidelines, paragraphs 29.  
30  Non-Horizontal Merger Guidelines, paragraph 31.  
31  Non-Horizon tal Merger Guidelines, paragraph 58.  
32  Non-Horizontal Merger Guidelines, paragraphs 32 and 5 9. 
8  
5.2.1.  Construction and maintenance services (upstream) / management 
and operation of airport infrastructures (downstream)   
(31) VINCI  Group 's con struction  and maintenance  services are an input for the market 
for the provision of airport infrastructures, as well as for the market for the 
provision (or contracting) of ground -handling services . GAL is active on those 
markets through the operation and management of Gatwick Airport and has – 
considering the narrowest plausible geographic market definition s consisting of 
Gatwick Airport only  – a market share of 100%.  The Notifying Party submits that 
these inputs are not airport specific and do not require  a particular expertise or set 
of skills nor any special equipment.33 
(32) Based on data submitted by the Notifying Party,34 any foreclosure risk s seem 
unlikely . First, the new entity could no t restrict access to supplies (input 
foreclosure ). The market shares of  VINCI Group on the relevant upstream 
markets would be at most [0-5]% in the UK in 2017  ([0-5]% on the market 
segment for the construction  and maintenance  of non -residential buildings; [0-
5]% on the market segment for the construction  and maintenance  of 
infrastructure/civil engineering ; [0-5]% on the overarching market  for 
construction and maintenance services ).35 Moreover, there are several other 
alternative suppliers active in the United Kingdom .36  
(33) Second,  the input from the upstream construction markets is not airport -specific 
and does not require a particular expertise nor any special equipment.37 Therefore, 
providers of construction and maintenance services competing with VINCI Group 
have many possible outlets for their services.  GAL represented a s hare of 
purchases of less than [0-5]% in 2017 on the UK -wide market for construction 
and maintenance of non -residential buildings and less than [0-5]% in 2017 on the 
UK-wide market for the construction and maintenance of infrastructure and civil 
engineerin g. On the overarching market for construction and maintenance 
services, GAL purchased less than [0-5]% in 2017 in the UK.  Therefore, GAL 
does not represent a significant customer base  for providers of construction and 
maintenance services in the UK . Conseq uently, there is no risk that the merged 
entity will restrict access to downstream markets (customer foreclosure).38 
                                                 
33  Short Form CO, paragraph 169.  
34  Short Form CO, paragraph 168; source of the data is VINCI Group’s estimates and Hewes’ market 
analysis. All financial data p rovided in this section have been converted based on the ECB average 
annual conversion rate for 2018: £1 = EUR 1.1304.  
35  Short Form CO, paragraph 168.  
36  Short Form CO paragraph  171. 
37  Short Form CO, paragraph 170.  
38  See also case M. 6862 – VINCI / Aeroportos de Portugal , paragraph 36.  
9 (34) Based on the considerations above and all evidence available to it, the 
Commission concludes that  post-Transaction  an input foreclosure or customer 
foreclosure strategy by VINCI Group  is unlikely.  
(35) The Commission therefore concludes  that the Transaction does not raise serious 
doubts with respect to the vertical relationships between the upstream markets for 
construction  and maintenance services and the downstream markets for the 
management and operation of airport infrastructure s, under any plausible product 
and geographic market definitions .  
 
5.2.2.  Electrical and mechanical services  (upstream) / m anagement and 
operation of a irport infrastructures (downstream)  
(36) VINCI  Group 's electrical and mechanical services are an input for the market for 
the provision of airport infrastructures as well as for the market for the provision 
(or contracting) of ground -handling services . GAL is a ctive on those markets 
through the operation and management of Gatwick Airport and has – considering 
the narrowest plausible geographic market definitions consisting of Gatwick 
Airport only – a market share of 100%.  
(37) Based on data submitted by the Notifying  Party, any foreclosure risk  stemming 
from these links seems unlikely . First, the new entity could no t restrict access to 
supplies (input foreclosure ). Th e market shares of VINCI Group i n the  market for  
electrical and mechanical services as well as in the sub-segments of (i) the non-
residential market for electrical services in the infrastructure and tertiary sectors 
and (ii) the non-residential market for mechanical services in the infrastructure 
and tertiary sectors were  less than [0-5]% in the UK  in 2017 .39 If these markets 
were considered to be regional (encompassing England) , the market shares of 
VINCI Group would be less than [0-5]% in these markets .40  
(38) Second,  the input from the upstream markets is not airport -specific and could be 
used with little chan ges in other industries as well.41 Therefore, providers of 
electrical and mechanical services competing with VINCI Group have many 
possible outlets for their services. GAL represented a share of purchases of less 
than [0-5]% in 2017 on the UK -wide market fo r elec trical and mechanical 
services and less than [03-5]% if the sub -segments for (i) non -residential market 
for electrical services in the infrastructure and  tertiary sectors and (ii) non -
residential market for mechanical services in the infrastructure a nd tertiary sectors 
were considered . Therefore, GAL does not represent a significant customer base  
of electrical and mechanical services in the UK . Consequently, there is no risk 
that the merged entity will restrict access to downstream markets (customer 
foreclosure).42 
                                                 
39  Short Form CO, paragraphs 180 -181. 
40  In 2018, see Notifying Party’s response to RFI 1, question  2. 
41  Short Form CO, paragraph 182.  
42  See also case M. 6862 – VINCI / Aeroportos de Portugal , paragraph 36.  
10 (39) Based on the considerations above and all evidence available to it, the 
Commission concludes that  post-Transaction  an input foreclosure or customer 
foreclosure strategy by VINCI  Group  is unlikely .  
(40)  The Commission therefore concludes  that the Transaction does not raise serious 
doubts with respect to the vertical relationships between the upstream markets for 
electrical and  mechanical services and the downstream markets for the provision 
of airport infrastructure services and for the p rovision (or contracting) of ground -
handling services . 
6. CONCLUSION  
(41) 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 deci sion 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