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,  11.12.2018  
C(2018 ) 8754 final  
  
  
  
  
  
 
 
 To the notifying parti es:  
  
 
 
Subject : Case M. 8881  - BERG É / GEFCO / JV  
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 12 November 2018 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Bergé 
Auto motive Logistics, S.L. ("BAL") and  GEFCO España, S.A. (“GEFCO España ”) 
acquire within the meaning of Article 3(1)(b ) and 3(4) of the Merger Regulation  joint 
control of a newly -created company that would integrate and manage the finished 
vehicle logistic businesses and assets of both companies in Spain. The concentration is 
accomplished by way of purchase of shares in a  newly created company constituting a 
joint venture  (the "JV")3. BAL and GEFCO España  are designated hereinafter 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 421 , 21.11.2018 , p. 15. The same 
concentration was already notified to the Commission on 16 October 2018 , but the notification was 
subsequently withdrawn on  8 November 2018 . PUBLIC VERSION  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omitted has been replaced by ranges of figures or a 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) BAL , an indirect subsidiary of the Spanish company Bergé y Cía, S.A., is mainly 
dedicated to finish ed vehicle logistic ("FVL") services to the automotive industry in 
Spain.  
(3) GEFCO España is a subsidiary of the French company, GEFCO, S.A. that is 
ultimately  controlled by the Russian state -owned rail company RZD. GEFCO España 
is active in the provision of lo gistic services, transport solutions and integrated 
logistics to a variety of industries, particularly in the provision of FVL services to the 
automotive industry in Spain.  
2. THE OPERATION  
(4) The Parties signed o n 7 July 2017 a Memorandum of Understanding and on 28 June 
2018  an "Integration Protocol" in which they agreed to negotiate the integration and to 
transfer their common activities in the provision of FVL services , namely the 
provision of (i) vehicles logistic services, (ii) vehicles compound storage ser vices, and 
(iii) workshop services to vehicles, to the JV, a Spanish special purpose vehicle 
company  (the “Operation”) . The JV will run and develop all the activities and assets 
transferred by the Parties.4 
3. THE CONCENTRATION  
(5) The Operation constitutes a concentration in terms of Articles 3(1)(b) and 3(4) of the 
Merger Regulation.  
3.1. Joint control  
(6) The Parties will each hold 50% of the JV's share capital.5 The JV’s board of directors 
will include [number] members nominated by GEFCO España  and [number]  by BAL.6 
Although the budget will be adopted  by the board of directors by simple majority,7 
unanimity will be required with respect to several strategic decisions:  [description of 
decisions]8, 9, 10 Consequently the JV will be jointly controlled by the Parties.11  
3.2. Full functionality  
(7) The JV will have dedicated management, workforce and assets to run its activities.12 It 
will have a long -lasting13 and autonomous presence in the market going beyond a 
specific function for the Parties14 and will maintain an arm’s length com mercial 
                                                 
4  Form CO, paragraphs 4 -6, 50 and 1 12-118, Annex 1.2.  
5  Form CO, paragraphs 49 and 71. 
6  Form CO, parag raph 54.  
7  Form CO, paragraph 57.  
8  Form CO, paragraph 57 and 68. 
9  Form CO, paragraphs 60-64 and 68. 
10  Form CO, paragraph 57. 
11  See recitals 69-71 of the Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 
139/2004 on the control of concentrations between undertakings, OJ C95/2, 16.4.2008 ("CJN").  
12  Form CO, paragraph 102. 
13  Form CO, paragraphs 110-111. 
14  Form CO, paragraphs 105-109. 
3 relationship with the m.15 The Operation  will therefore lead to the creation of a full 
functional joint venture .16 
4. EU DIMENSION  
(8) The undertakings concerned have a combined aggregate world -wide turnover of more 
than EUR 5 000 million17. Each of them has  an EU-wide turnover in excess of EUR 
250 million, but they do not achieve more than two -thirds of their aggregate EU-wide 
turnover within one and the same Member State.18 The notified Operation therefore 
has an EU dimension.  
5. RELEVANT MARKETS  
(9) The Parties h ave identified horizontally affected markets in the sector for the provision 
of FVL services. The Operation will also create a link with the activities of the Bergé 
group in the distribution ( i.e. sale) of cars, giving rise to vertically affected markets.  
5.1. FVL services  
5.1.1.  Relevant product market  
(10) In previous decisions19 the Commission considered a separate market for FVL 
services the providers of which are capable of responding to the multiple requirements 
of car manufacturers all along the car supply chain and  thus have a special know -how, 
distinct from general logistics . The Commission considered various possible 
segmentations of market according to type  of vehicles (light commercial and  
passenger vehicles in a separate segment from  heavy vehicles) and accordi ng to the 
mode of transport (rail, road, sea) although finding partial substitutability between the 
different modes of transport.  
(11) In the Deutsche Bahn / Transfesa  decision20 the Commission noted that Deutsche 
Bahn , while not deeming it appropriate, conside red nevertheless a potential 
segmentation of FVL introduced in a decision of the German Bundeskartellamt21 into 
(i) the collection of finished cars (from plant to compound) , (ii) compound services 
(storage and post -production services) and (iii) regional delivery  of finished cars (from 
compound to dealer). In its decision t he Commission dismissed competition concerns 
in this segments but left the product market definition open . 
The Parties view  
(12) The Parties do not contest  the Commissions approach identifying  a market  for FVL 
services distinct from the market for general logistics  services.  The Parties consider 
that FVL services should be segmented  between transport  services and compound 
                                                 
15  Form CO, paragraph 1 03. 
16  See section IV of the CJN.  
17  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
18  Form CO, section 4.  
19  M.2411 – Autologic / TNT / Wallenius / CAT JV ; M.2722 - Autologic / TNT / Wallenius  / Wilhelmsen / CAT 
JV; M.4786 Deutsche Bahn / Transfesa .  
20  M.4786 Deutsche Bahn / Transfesa . 
21  Az. B9 – 2013/94 (26 June 1994) – ATG/Menke/Silcock&Colling, WuW/E  BKartA 2659.  
4 services  as they are distinct services requiring different assets and kno w-how.22 The 
Parties argue that a distinction between collection and regional delivery would not be 
necessary as they are paid for indistinctly based on the distance travelled and provided 
by the same resources .23 
(13) With respect to FVL transport service s the P arties agree with the Commission's 
approach that FVL transport services should be divided between light commercial and 
passenger vehicles in a separate segment from heavy vehicles which the Parties cannot 
transport with their equipment.24 The Parties view i s that FVL transport services by 
road and by rail are to be considered as forming part of the same product market  (land 
transport) , noting that requests for quotation launched by car manufacturers are 
generally open to all FVL operators irrespective of the ir mode of transport, especially 
to railway and road transport operators that accordingly compete on the same terms.25  
Commission’s view  
(14) The m arket investigation  tended to confirm that there is a distinct market for FVL 
service s with almost all responded c onfirming that such services require specific 
expertise and are provided by specialised operators.26  
(15) Since the Parties only provide FVL services to light commercial and passenger 
vehicles, the Commission's market investigation focused on this segment which is the 
narrowest on which their activities overlap without it being necessary to determine 
whether it belongs to a wider market including also FVL services for heavy vehicles.  
(16) The market investigation tended to support the Parties argument that it is  unnecessary  
to distinguish within FVL transport service between collection services and regional 
delivery  services . None of the respondent s to the market investigation opined that FVL 
transport services should be segmented to collection and delivery servi ces. Respondent 
explained that a lthough it is possible that some smaller local FVL companies will 
focus on regional transport to dealers, in general FVL companies provide both 
collection and delivery services and customers purchase door -to-door transport 
solutions  from their FVL services providers .27 This conclusion is supported also by 
recent decisions of the Spanish competition authority28 and several other national 
competition authorities.29 
(17) The large majority of respondents to the  market investigation cons ider that there is a 
high degree of substitutability  between all modes of transport (sea, rail and road) when 
large volumes  are concerned . Large volumes typically concern c ross-border flows and 
                                                 
22  Form CO , paragraph 247.  
23  Form CO , paragraph 250.  
24  Form CO, paragraphs 2 53. 
25  Form CO , paragraph 257.  
26  Questionnaire to competitors, responses to question 12; questionnaire to customers, responses to question 
11. 
27  Agreed non -confidential minutes of call of 14 November 2018 with Grupo Sesé, point 5; Agreed non -
confidential minutes of call of 15 November 2018 with Transfesa and Deutsche  Bahn, point 4.  
28  Decision of the Spanish Competition Authority of 23 of December 2016, C/0823/16: CAT/SINTAX . 
29  See for example: Decision of the French Competition Authority nº 17 -DC-165 of 10 October 2017 ; Decision 
of the Italian Competition Authority  in case C11032 - GEFCO/GRUPPO MERCURIO Provvedimento n. 
22386  of 4 May 2011 ; Decision of the Italian Competition Authority in case C11823 - JSC RUSSIAN 
RAILWAYS/GEFCO Provvedimento n. 24086  of 28 November 2012 . 
5 also domestic flows from factories to compounds, from sea term inals to compounds 
and to a lesser extent between compounds.30  
(18) On the basis of the decisional practice of the Commission and the outcome of the 
market investigation , the Commission conclud s that there is a separate market for FVL 
services . Within this mark et the Commission will assess the case on the basis of the 
segment for FVL services to passenger and light commercial vehicles which is the 
narrowest segment on which the Parties' activities overlap. For the purpose of this 
case, the Commission will examine the effects of the Operation considering sub -
segments for compound and transport services without distinguishing between 
collection and delivery . Finally, it can be left open whether FVL transport services for 
passenger and light commercial vehicle s according to mode of transport (sea, land, rail 
and road)  constitute separate product markets as the present concentration does not 
raise serious doubts under any of these segmentations . 
5.1.2.  Relevant geographic market  
(19) In past decisions31 the Commission consi dered but ultimately left open the question 
whether the market for FVL services and its potential plausible submarkets is national 
or EEA -wide. It also found indications for a further plausible  segmentation of inbound 
and outbound FVL services to and from Spain  within which further sub -segmentation 
by routes  may be considered.32 
(20) The Parties submit that the market for FVL services is EEA -wide.33 
(21) The market investigation tended to support the view that the relevant geographic 
market for FVL services in this cas e should be limited to Spain with a distinction 
between domestic flows and cross -border flows. FVL services providers who 
responded to the market investigation consider other FVL services providers from 
outside of Spain as competitors mainly for cross -border flows  to and from Spain .34 
This view is confirmed by the customers who responded to the market investigation. 
The large majority of them do not contract FVL services providers from outside of 
Spain . Those who contract foreign FVL service provid ers do so for cross -border flows  
to and from Spain .35 
(22) For the purpose of this case the question could be left open whether the relevant 
geographic market is EEA -wide or whether it should be segmented between a Spanish 
                                                 
30  Questionnaire to competitors, responses t o question 16; questionnaire to customers, responses to question 
14, Agreed non -confidential minutes of call of 13 November 2018 with UECC, points 5 and 9; Agreed non -
confidential minutes of call of 13 November 2018 with Volkswagen (Spain), points 3 and 6;  Agreed non -
confidential minutes of call of 13 November 2018 with Pecovasa, point 5; Agreed non -confidential minutes 
of call of 12 November 2018 with SEAT S.A., points 2 and 3; Agreed non -confidential minutes of call of 14 
November 2018 with Grupo Sesé, po int 3; Agreed non -confidential minutes of call of 15 November 2018 
with Transfesa and Deutsche Bahn, point 3.  
31  See references in footnote 19.  
32  M.4786 Deutsche Bahn / Transfesa , paragraphs 51 and 76.  
33  Form CO,  paragraphs 267 . 
34  Questionnaire to competitors, responses to question 20; Agreed non -confidential minutes of call of 14 
November 2018 with Grupo Sesé, point 5; Agreed non -confidential minutes o f call of 15 November 2018 
with Transfesa and Deutsche Bahn, point 5; Agreed non -confidential minutes of call of 13 November 2018 
with UECC, point 10.  
35  Questionnaire to customers, responses to question 19.   
6 market for domestic flows and separate market for cross -border flows. The operation 
does not raise competition concern under any plausible market definition.  
5.2. Distribution of cars  
(23) The Commission has in previous decision s distinguished between the wholesale and 
retail distribution of motor vehic les. The Commission has also considered but 
ultimately left open the further sub -segmentation of the market according to types of 
vehicles (passenger, light commercial and industrial vehicles). The Commission also 
left open the question whether the geograp hic scope of the market should be regional, 
national or EEA -wide.36  
(24) The Parties do not object to the Commission's previous decisional practice and argue 
that the exact market definition can be left open. In the Parties' view considering the 
low presence of  the Bergé group in the relevant markets and segments, it is unlikely 
that the Operation will lead to negative effect on competition.37 
(25) The Commission considers that for the purpose of the present case the precise market 
definition can be left open since th e Operation does not raise serious doubts as to its 
compatibility with the internal market under any of these plausible market definitions.   
6. COMPETITIVE ASSESSMEN T  
6.1. Horizontal overlap: FVL services  
(26) The Parties did not identify in their notification any affected markets when the 
relevant geographic market is considered to be the EEA.38 BAL has only marginal 
activity outside of Spain and is not competing with GEFCO España . It is therefore 
appropriate to examine the effects of the Operation in Spain, the nar rowest geographic 
market in which the Parties overlap.39 
(27) Considering that BAL provides only marginal cross -border FVL transport services and 
does not compete with GEFCO España , the Operation does not give rise to 
competition concerns also on a separate market  for cross -border FVL transport . 
(28) The Operation will create affected markets in Spain. The table below presents the 
Parties' estimates of their individual and combined market shares in the affected 
segments of the market for FVL services. Since it is left open whether cross -border 
transport should be considered as a separate (and not affected) market, the table 
presents market share s under the two possibilities. A segment for transport by rail and 
road excluding sea is considered separately because sea  transport is not used for 
internal FVL transport in mainland Spain.40 
  
                                                 
36  See most recently M.8309 Volvo / Car Corpora tion / First Rent a Car , paragraphs 15 -18 and 22 -26 and the 
references there.  
37  Form CO, paragraph 295.  
38  See also the Parties' submission of 29 November 2018, Annex 2.   
39  BAL's cross -border activity in the EEA in 2017 was limited to the transportation of approximately […]; 
Form CO, paragraph 304.  
40  Within Spain vehicles are transported by sea to the Spanish Islands, Ceuta and Melilla ; Parties' submission 
of 31 October 201 8, response to question 6.  

8 services.44 The large majority of respondents considered that one competitor, CAT 
group, w ill enjoy similar size as the JV45 and that several other credible competitors 
will remain in the market such as Tradisa, Setram, Metratir and Grupo Sesé.46 Other 
smaller competitors will also remain in the market .47 The majority of respondents also 
considered that it would be relatively easy for a new FVL services provider to enter 
the Spanish market providing examples of several recent new entrants.48 
A small number of customers , large car manufacturers,  account  for significant 
proportion of the Parties’ activities. […]% of the turnover of GEFCO España is 
generated from services provided to [customer] ,49 […].50 The top three customers of 
BAL account to […]% of its turnover .51 These figures suggest that the Parties’ 
customers enjoy buyer power as they could threaten to switch volume to one of the 
several remaining competitors.  
(33) The large majority of respondents  to the market investigation , customers or 
competitors, were either ne utral or even positive with respect to the Operation .52 This 
may also be due to the fact that FVL services represent only a small share of the total 
cost of a vehicle (1 -5%).53 Among customers , some  consider  the Operation serving 
their interest as it  will cr eate an additional large operator  in the market with capacities 
that will allow  it to offer the scope of services they require.54 One competitor opined 
that the Operation may create opportunities for competitors to grow since customers 
prefer working with several FVL companies in parallel  and will look for alternatives 
to the JV .55 
(34) In conclusion, the horizontal overlap in the Parties' FVL services is unlikely to give 
rise to competition concerns.  
6.2. Vertical overlap: FVL services and distribution of cars  
(35) The Bergé group is active in the wholesale and retail distribution of cars in Spain. In 
the wholesale segment the Bergé group imports and distributes several brands with 
reduced presence in Spain.56 In the retail segment it is active through its 29 dealerships 
                                                 
44  Questionnaire to competitors, responses to question 23; questionnaire to customers, responses to question 
22. 
45  Accord ing to the Parties’ estimates, the CAT group will have market shares between [20-30] % and  [30-
40]% in the different transport segments; Form CO, paragraphs 319 -325. 
46  Responses to the Commission’s follow -up questions of 20 November 2018.  
47  Form CO, paragraphs 312 -315. 
48  Questionnaire to competitors, responses to question 25; questionnaire to customers, responses to question 
24; Agreed non -confidential minutes of call of 14 November 2018 with Grupo Sesé, point 6; Form CO, 
paragraph 349.  
49  Form CO, paragraph 349.  
50  Form CO, paragraph 71.  
51  Parties’ submission of 31 October 2018, response to question 3.  
52  Questionnaire to competitors, responses to question 29; questionnaire to customers, responses to question 
28. 
53  Questionnaire to competitors, responses to question 11; questionnaire to customers, responses to question 
10. 
54  Agreed non -confidential minutes of call of 13 November 2018 with Volkswagen (Spain), point 8.  
55  Agreed non -confidential minutes of call of 14 November 2018 with Grupo Sesé, point 8.  
56  Form CO, paragraph 287.  
9 in Spain.57 The Parties estimate that the market share of the Bergé group is not more 
than [0-5]% on any plausible market and segment in Spain.58  
(36) The Operation creates a vertical link between the car distribution activities of the 
Bergé group and the Parties ' FVL services. Affected markets are created only when the 
segments for road transport (including or excluding cross -border transport) are 
considered where according to the Parties ' estimates  their joint market shares exceed 
30%.59 
(37) In light of its small presence in the markets for car distribution in Spain , the Bergé 
group represents a very limited share of demand for FVL services in Spain and 
therefore will not be able to engage in effective customer foreclosure.  
(38) By the same token, the JV is unlikely to engage in effective input foreclosure because 
the limited demand for FVL services of the Bergé group will not be able to replace the 
foreclosed customer  volume s. In addition, GEFCO España  is not active in car 
distribution and there fore does not have an incentive to engage in input foreclosure.  
(39) The ability of the JV to engage in input foreclosure in the road transport segments is 
limited by the existence of other  strong competitors and competition from other modes 
of transport.60 It is further limited because FVL services do not represent a significant 
factor in the total cost of vehicles (1-5%).61 
(40) In conclusion, the vertical link between the car distribution activities of the Bergé 
group and the Parties' FVL services is unlikely to give r ise to competition concerns.  
7. 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 decision is adopted in applicatio n 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  
                                                 
57  Form CO, paragraph 288.  
58  Form CO, paragraph 294.  
59  See table in paragraph (28) above.  
60  See paragraph (32) above.  
61  See paragraph 0 above and recital 34 of the Guidelines on the assessment of non -horizontal merger under 
the Council Regulation on the control of concentration between undertakings, OJ C 265, 18 October 2008,  
p.6.