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, 06.02.2019 
C(2019) 1007 final 
PUBLIC VERSION 
 
CMA CGM S.A. 
4, quai d’Arenc 
13002 Marseille France 
Subject: Case M.9221 - CMA CGM / CEVA  
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  
                                                 
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information omitted has been replaced by ranges of figures or a general description.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 Table of Contents 
1. THE PARTIES ............................................................................................................ 3  
2. THE TRANSACTION ................................................................................................ 3  
3. UNION DIMENSION ................................................................................................. 4  
4. MARKET DEFINITION ............................................................................................ 4  
4.1. Freight forwarding services ............................................................................... 4  
4.1.1. Relevant product market ...................................................................... 4  
4.1.2. Relevant geographic market ................................................................ 5  
4.1.3. Conclusion ........................................................................................... 5  
4.2. Contract logistics services ................................................................................. 5  
4.2.1. Relevant product market ...................................................................... 5  
4.2.2. Relevant geographic market ................................................................ 6  
4.2.3. Conclusion ........................................................................................... 6  
4.3. Container liner shipping services ...................................................................... 6  
4.3.1. Deep-sea container liner shipping services ......................................... 7  
4.3.2. Short-sea container liner shipping services ......................................... 9  
5. COMPETITIVE ASSESSMENT .............................................................................. 11  
5.1. Horizontal overlaps in relation to freight forwarding services ........................ 11  
5.2. Vertical links in relation to container liner shipping services ......................... 12  
5.2.1. Legal framework ............................................................................... 12  
5.2.2. Analytical framework ........................................................................ 12  
5.2.3. Overview of the vertically affected markets ..................................... 13  
5.2.4. Assessment of the vertically affe cted markets in relation to 
container liner shipping companies services ..................................... 16  
5.2.5. Conclusion on the vertical effects ..................................................... 22  
5.3. Conglomerate effects in relation to contract logistics services ....................... 22  
6. CONCLUSION ......................................................................................................... 24  
 
 
  
 
3 Dear Sir or Madam, 
(1) On 21 December 2018, the Commission received notification of a  concentration 
pursuant to Article 4 of the Merger Regulation which would result from a proposed transaction by which CMA CGM S.A. ("CMA CGM", France) intends 
to acquire, within the meaning of Article 3(1)(b) of the Merger Regulation, sole 
control of the whole of CEVA Logistics AG ("CEVA", Switzerland) by way of public bid announced on 26 November 2018 (‘the Transaction’).
3 In this Decision, 
CMA CGM and CEVA are collectively referred hereinafter as “the Parties”. The 
undertaking that would result from the Transaction is referred to as “the merged 
entity”. 
1. THE PARTIES  
(2) CMA CGM is the parent company, governed by the laws of France, of an 
international group of companies involved in container liner shipping, port 
terminal services and, to a much smaller extent, freight forwarding services 
through its subsidiary CMA CG M Logistics (“CC Log”).  
(3) CEVA is a Switzerland-based company that offers a range of services in two 
severable lines of business: (i) frei ght forwarding – including air and ocean 
freight, ground transportation, customs brokerage and other value-added services 
– and (ii) contract logistics – including warehousing services, transportation, 
inbound logistics and manufacturing support. 
2. THE TRANSACTION  
(4) At the time of adoption of this Deci sion, CMA CGM holds a non-controlling 
participation of 32.99% in CEVA’s share. CMA CGM intends to have sole 
control of CEVA by acquiring 100% of CEVA’s outstanding shares by way of 
public bid. This bid comes as a counter offer to a bid by DSV from Denmark, a 
close competitor of CEVA, which was rejected by CEVA.  
(5) On 24 October 2018, CMA CGM concluded with CEVA a Transaction 
Agreement, which lays down the main terms and conditions of the transaction. Pursuant to the terms of the Transaction Agreement, on 25 October 2018 CMA 
CGM disclosed its intention to launch a public tender offer (“PTO”) for CEVA. 
On 26 November 2018, pursuant to a commitment made in the Transaction Agreement and in accordance with applicable Swiss regulations, CMA CGM 
made a pre-announcement of the PTO. This pre-announcement is binding insofar 
as it compels CMA CGM to subsequently launch the PTO.  
(6) The Transaction would therefore result in  a concentration within the meaning of 
Article 3(1)(b) of the Merger Regulation.  
                                                 
3  Publication in the Official Journal of the European Union No C 009 , 10.01.2019 , p. 10. 
 
4 3. UNION DIMENSION  
(7) The Parties have a combined aggregate worldwide turnover of more than EUR 5 
000 million4 [CMA CGM EUR […] million; CEVA EUR 6 188 million]. The 
aggregate Union-wide turnover of each of the Parties is more than EUR 250 
million [CMA CGM EUR […] million; CEVA EUR […] million], but neither of 
the Parties achieves more than two-thirds  of their aggregate Union-wide turnover 
within one and the same Member State.  
(8) The concentration therefore has a Union dimension within the meaning of Article 
1(2) of the Merger Regulation. 
4. MARKET DEFINITION  
(9) CEVA is active in freight forwarding se rvices and contract logistics services. 
CMA CGM is also active in freight forwar ding services through its subsidiary CC 
Log. In addition, CMA CGM provides container liner shipping services, which 
are inputs to freight forwarding services.  
4.1. Freight forwarding services 
4.1.1.  Relevant product market 
(10) In previous decisions, the Commission defined freight forwarding as " the 
organisation of transportation of items (possibly including activities such as 
customs clearance, warehousing, ground services, etc.) on behalf of customers according to their needs ".
5 
(11) In previous decisions, the Commission also considered possible sub-
segmentations of the freight forwarding product market, namely (i) between 
domestic freight forwarding and cross- border freight forwarding, and, (ii) 
depending on the modes of transport, by air, land, and sea.6 
(12) The Parties do not necessarily agree with these further possible sub-segmentations 
of the freight forwarding services market.7 They have nonetheless provided the 
Commission with the information necessary to assess the effects of the 
Transaction under any plausible market definition. 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1).  
5  Cases M.8594 – COSCO SHIPPING/OOIL , paragraph 23; M.8120 – Hapag-Lloyd/United Arab 
Shipping Company , paragraph 26; M.7268 – CSAV/HGV/Kühne Maritime/Hapag-Lloyd , paragraph 3; 
M.6059 – Norbert Dentressangle/Laxey Logistics , paragraph 17.  
6  Cases M.8594 – COSCO SHIPPING/OOIL , paragraph 23; M.8330 – Maersk Line/HSDG , paragraph 
38; M.8120 – Hapag-Lloyd/United Arab Shipping Company , paragraphs 26-27, M.7630 – 
FEDEX/TNT EXPRESS , paragraphs 24-25; M.6059 – Norbert Dentressangle/Laxey Logistics , 
paragraph 18.  
7  Form CO, paragraph 110. 
 
5 (13) Given that the Transaction would not raise serious doubts as to its compatibility 
with the internal market even under the narrowest product market definition, the 
Commission will leave open the exact product market definition and in particular 
the questions whether that market should be further segmented by distinguishing 
between domestic and cross-border freight forwarding or different modes of 
transport.  
4.1.2.  Relevant geographic market 
(14) In past decisions, the Commission left open whether the geographic scope of the 
freight forwarding services market – including sea freight forwarding services – is 
national or wider than national.8  
(15) The Parties submit that the relevant geographic market cannot be narrower than 
national or domestic in scope.9 
(16) Given that the Transaction would not raise serious doubts as to its compatibility 
with the internal market even under the narrowest plausible geographic market 
definition, the exact geographic delineation of this market can be left open. 
4.1.3.  Conclusion 
(17) The precise product and geographic definition can be left open as the Transaction 
does not raise serious doubts on any plausi ble market definition, including the 
narrowest markets: 
(a) Product markets: the freight forwardi ng services markets by reference to: 
the (i) type of operations, whether domestic or cross-border; and the (ii) means of transportation, whether by air, land and sea; 
(b) Geographic markets: the national markets. 
4.2. Contract logistics services 
4.2.1.  Relevant product market 
(18) Contract logistics services is the part of the supply chain process that plans, 
implements and controls the efficient, effective flow and storage of goods, services and related information from the point of origin to the point of 
consumption in order to meet customers’ requirements.
10 This part of the supply 
chain has the provision of warehousing and management of the flow of goods for 
customers as its focal point.11  
                                                 
8  Cases M.8594 – COSCO SHIPPING/OOIL , paragraph 24; M.8330 – Maersk Line/HSDG , paragraph 
39; M.8120 – Hapag-Lloyd/United Arab Shipping Company , paragraphs 26-27; M.7630 – 
FEDEX/TNT EXPRESS , paragraphs 24-25; M.6059 – Norbert Dentressangle/Laxey Logistics , 
paragraphs 20 and 22; M.5480 – Deutsche Bahn/PCC Logistics , paragraphs 12-17; M.5450 – 
Kühne/HGV/TUI/Hapag-Lloyd , paragraph 18. 
9  Form CO, paragraph 120. 
10  Case M.6059 – Norbert Dentressangle/Laxey Logistics , paragraphs 9-16. 
11  Case M.1895 – Ocean Group/Exel (NFC) , paragraphs 7-11. 
 
6 (19) In Deutsche Post/Exel  and  Norbert Dentrassangle/Laxey Logistics ,12 the 
Commission considered whether the contract logistics market should be 
segmented “ i) into cross-border and domestic l ogistics, ii) by reference to the 
type of good handled or the industry serviced or iii) into lead logistics providers 
(“LLPs”) and traditional logistics providers (“3PLs”) ”. In the end, however, the 
Commission decided to leave the precise scope of the relevant product market 
open.13 
(20) The Parties do not necessarily agree with the above possible sub-segmentations of 
the market for contract logistics services. They have nonetheless provided the 
Commission with the information necessary to assess the effects of the 
Transaction under any plausible market definition. 
(21) Given that the Transaction would not raise serious doubts as to its compatibility 
with the internal market even under the narrowest product market definition, the Commission will leave open the exact product market definition. 
4.2.2.  Relevant geographic market 
(22) Concerning the geographic scope of the market, the Commission previously 
found that the contract logistics market is European, allowing a possible segmentation into national markets.
14  
(23) The Parties submit that the market for co ntract logistics services is usually 
regarded as national in scope, as contract logistics tenders are usually launched at 
national scales and for national needs.15  
(24) Given that the Transaction would not raise serious doubts as to its compatibility 
with the internal market even under the narrowest geographic market definition, 
the Commission will leave open the exact geographic market definition. 
4.2.3.  Conclusion 
(25) As the Transaction would not raise serious doubts as to its compatibility with the 
internal market under any plausible market definition, the Commission concludes 
that, for the purpose of this Decision, the precise product and geographic market definitions for contract logistic s services can be left open. 
4.3. Container liner shipping services 
(26) In past cases, the Commission found that the product market for container liner 
shipping involves the provision of regular, scheduled services for the carriage of 
cargo by container. This market can be distinguished from non-liner shipping 
                                                 
12  Cases M.6059 – Norbert Dentrassangle/Laxey Logistics , paragraphs 10-13; M.3971 – Deutsche 
Post/Exel , paragraphs 15-19. 
13  Cases M.6570 – UPS/TNT , paragraph 32; M.3971 – Deutsche Post/Exel , paragraph 20. 
14  Cases M.6570 – UPS/TNT , paragraph 33; M.6059 – Norbert Dentrassangle/Laxey Logistics , paragraph 
15; M.3971 – Deutsche Post/Exel , paragraphs 28-29. 
15  Form CO, paragraph 122. 
 
7 (tramp, specialised transport) because of regularity and frequency of the service. 
In addition, the use of container transportation separates it from other non-
containerised transport such as bulk cargo.16  
(27) The Commission has defined a separate pr oduct market for short-sea container 
shipping, distinct from deep-sea container shipping.17 Unlike deep-sea container 
liner shipping, short-sea container liner shipping involves the provision of intra-
continental (usually coastal trade) services.18 
4.3.1.  Deep-sea container liner shipping services 
4.3.1.1.  Relevant product market 
(28) Deep-sea container liner shipping services involves the offer of regular, scheduled 
services for the sea transportation of containerised cargo.19  
(29) A possible narrower product market for deep-sea container liner shipping services 
is that for the transport of refrigerated goods, which could be limited to 
refrigerated (reefer) containe rs only or could include transport in conventional 
reefer vessels. In past cases, the Commission has looked separately at the 
plausible narrower markets for reefer containers and non-refrigerated (warm) 
containers only when the share of reefer containers in relation to all containerised 
cargo is 10% or more on both legs of a trade.20 
(30) The Parties do not necessarily agree with these possible delineations, especially 
with the existence of a market for short-sea shipping services distinct from the 
market for deep-sea shipping, and with the distinction between reefer container 
liner shipping services and dry container liner shipping services. The Parties have 
nonetheless provided the Commission with the information necessary to assess 
the effects of the Transaction based on those narrower markets. 
(31) Given that the Transaction would not raise serious doubts as to its compatibility 
with the internal market even under the narrowest product market definition, the Commission will leave open the exact product market definition. 
4.3.1.2.  Relevant geographic market 
(32) Whereas, in prior decisions, the Commission had left open whether the 
geographic scope should comprise trades, de fined as the range of ports which are 
served at both ends of the service (e.g. Northern Europe – North America) or each 
                                                 
16  Cases M.8594 – COSCO Shipping/OOIL , paragraph 11; M.8120 – Hapag-Lloyd/United Arab Shipping  
Company , paragraph 10; M.7908 – CMA CGM/NOL , paragraph 8; M.7268 – CSAV/HGV/Kühne 
Maritime/Hapag-Lloyd AG , paragraph 16; M.5450 – Kühne/HGV/TUI/Hapag-Lloyd , paragraph 13. 
17  Cases M.8330 – Maersk Line/HSDG , paragraph 19; M.7523 – CMA CGM/OPDR , paragraph 50. 
18  Case M.8330 – Maersk Line/HSDG , paragraph 18. 
19  Case M.8330 – Maersk Line/HSDG , paragraph 10. 
20  Cases M. 8594 – COSCO Shipping/OOIL , paragraph 13; M.8120 – Hapag-Lloyd/United Arab 
Shipping  Company , paragraph 11; M.7908 – CMA CGM/NOL , paragraph 9; M.7268 – 
CSAV/HGV/Kühne Maritime/Hapag-Lloyd AG , paragraph 18; M.3829 – Maersk/PONL , paragraph 10. 
 
8 individual leg of trade (e.g. westbound and eastbound within a given trade), in its 
most recent practice,21 the Commission concluded that container liner shipping 
services are geographically defined on the basis of the legs of trade (e.g. Northern 
Europe – North America eastbound and Northern Europe – North America 
westbound separately). 
(33) The Parties do not contest this approach  and submit that the following ranges of 
ports constitute distinct ends of legs of trade:22 
 Northern Europe; 
 Mediterranean; 
 North America; 
 Central America/Caribbean; 
 East Coast of South America; 
 East Coast of South America; 
 Middle East; 
 Indian Subcontinent; 
 Far East Asia; 
 Australia and New Zealand; 
 East Coast of Africa; 
 West Coast of Africa; and 
 South Coast of Africa. 
(34) In the present case, in line with the Commission’s prior decisional practice, the 
geographic market for deep-sea container liner shipping services is defined on the 
basis of legs of trades.  
4.3.1.3.  Conclusion 
(35) As the Transaction would not raise serious doubts as to its compatibility with the 
internal market under any plausible product market, it is not necessary to 
conclude whether a separate market for the transport of refrigerated (reefer) goods could be identified in the market for deep-sea container liner shipping services 
and whether the market for refrigerate d (reefer) goods could be limited to 
refrigerated containers only or could in clude transport in conventional reefer 
                                                 
21  Cases M. 8594 – COSCO Shipping/OOIL , paragraph 14; M.8330 – Maersk Line/HSDG , paragraph 15; 
M.8120 – Hapag-Lloyd/United Arab Shipping Company , paragraph 19; M.7908 – CMA CGM/NOL , 
paragraph 15. 
22  Form CO, paragraph 37. 
 
9 vessels. The geographic scope of deep-sea container liner shipping services is 
defined on the basis of legs of trades.  
(36) The Commission will assess the effects of the Transaction on the following 
markets: 
(a) Product markets: market for (i) deep -sea container liner shipping services 
and (ii) the plausible reefer cont ainer liner shipping sub-segment; 
(b) Geographic markets: legs of trade whos e distinct ends have been set out 
above. 
4.3.2.  Short-sea container liner shipping services 
4.3.2.1.  Relevant product market 
(37) Short-sea container liner shipping involves the provision of regular, scheduled 
intra-continental (usually costal trade) services for the carriage of cargo by 
container liner shipping companies.  
(38) In its prior decisional practice related to container liner shipping services, the 
Commission defined a separate product market for short-sea container liner 
shipping, i.e. distinct from deep-sea container shipping and short-sea non-liner shipping.
23  
(39) In its prior decisional practice related to short-sea shipping services, the 
Commission concluded, as regards the type of cargo transported, that short-sea 
container shipping services should be  distinguished from non-containerised 
shipping, such as bulk shipping,24 but it has ultimately left open whether the 
transport of wheeled cargo25 and short-sea container shipping services should be 
considered as belonging to the same product market.26  
(40) The Commission also left open whether there should be a sub-segmentation 
between reefer (refrigerated) and dry (non-refrigerated) container shipping 
services.27  
(41) The Parties do not necessarily agree with these possible delineations. In line with 
the Commission’s prior decisional practi ce, they have nonetheless provided the 
Commission with the information necessary to assess the effects of the 
Transaction under any plausible market definition. 
                                                 
23  E.g. tramp or specialised transport.  
24  Cases M.8330 – Maersk Line/HSDG , paragraph 19; M.7523 – CMA CGM/OPDR , paragraph 49. 
25  Roll on-roll off (" Ro-Ro") shipping corresponds to the transport of wheeled cargo (lorries, cars, etc.) 
on ships.  
26  Cases M.8330 – Maersk Line/HSDG , paragraph 19; M.7523 – CMA CGM/OPDR , paragraph 50. 
27  Cases M.8330 – Maersk Line/HSDG , paragraph 19; M.7523 – CMA CGM/OPDR , paragraph 48. 
 
10 (42) Given that the Transaction would not raise serious doubts as to its compatibility 
with the internal market even under the narrowest product market definition, the 
Commission will leave open the exact product market definition. 
4.3.2.2.  Relevant geographic market 
(43) In its prior decision practice, the Commission considered that the relevant 
geographic market for short-sea container liner shipping services should be 
defined on the basis of (i) either single trades or corridors, defined by the range of 
ports which are served at both ends of the service;28 (ii) or single legs of trade.29 
(44) The Parties do not contest these possibl e delineations and have provided the 
Commission with the information necessary to assess the effects of the Transaction under any plausible market definition.  
(45) Given that the Transaction would not raise serious doubts as to its compatibility 
with the internal market even under the narrowest geographic market definition, 
the Commission will leave open the exact geographic market definition and in 
particular the question whether this market should be defined on the basis of single trades or corridors or  single legs of trade.  
4.3.2.3.  Conclusion 
(46) For the purposes of this Decision, it can be left open whether the product market 
for short-sea container liner shipping serv ices forms part of (i) a broader market 
encompassing the transport of  wheeled cargo or (ii) an overall market for intra-
European door-to-door multimodal transpor t services, as the Transaction would 
not raise serious doubts as to its compat ibility with the internal market under 
either of these definitions. For the same reason, it is also not necessary to 
conclude whether the market for short- sea container liner shipping services 
should be segmented between reefer and dry services. With respect to the 
geographic market for short-sea container liner shipping services, it may be left 
open whether short-sea container liner shipping services should be defined on the 
basis of single trades or corridors, or single legs of trade.  
(47) The Commission will assess the effects of the Transaction on the following 
markets: 
(a) Product markets: (i) the market for short-sea container liner shipping 
services, as well as (ii) the plausibl e narrower market for short-sea reefer 
container liner shipping services;
30 
(b) Geographic markets: the narrowest plausible geographic market, that is to 
say legs of trade. 
                                                 
28  Cases M.8330 – Maersk Line/HSDG , paragraph 20; M.7523 – CMA CGM/OPDR , paragraph 59. 
29  Cases M.8330 – Maersk Line/HSDG , paragraph 20; M.7523 – CMA CGM/OPDR , paragraph 60. 
30  The Commission will not assess the effects of the Transaction on (i) a broader market encompassing 
short-sea wheeled cargo shipping and short-sea container shipping or (ii) an overall market for door-to-door intermodal transport services, since the market shares of the Parties on these broader markets 
will be diluted.  
 
11 5. COMPETITIVE ASSESSMENT  
(48) CMA CGM is active in the markets for container liner shipping services and 
freight forwarding, while CEVA is active in the markets for freight forwarding 
services and contract logistics services.  
(49) Therefore, the Transaction creates horizontal overlap between the Parties’ 
activities in the market for freight forwarding services.  
(50) Moreover, he Parties’ activities are vertically related, as CMA CGM is active in 
the upstream market for (i) container liner shipping services, namely in both 
deep-sea container liner shipping services and short-sea container liner shipping 
services,31 while CEVA is active in the downstream markets for (iii) freight 
forwarding services.  
(51) CEVA is also active in the market for contract logistics services, which is not 
directly linked to any of CMA CGM’s activities. However, the Commission will 
assess whether the Transaction could give rise to conglomerate effects.32 
5.1. Horizontal overlaps in relation to freight forwarding services 
(52) The Parties’ activities in freight forwarding overlap in the EEA as a whole and in 
a few EEA countries, namely Belgium, Czech Republic, France, Germany, Italy, 
the Netherlands, Poland, Spain and the United Kingdom.  
(53) The Parties’ combined market share post -Transaction will be below [0-5]% at 
EEA level and below [0-5]% in each of the overlap countries, with a negligible 
increment brought about by the Transaction.33  
(54) Under any plausible product34 and geographic market delineation as defined in 
paragraph 17, the Parties’ combined market share will not exceed 15% at national and wider-than-national levels. Therefore, the Transaction does not give rise to 
any affected market.  
                                                 
31  In its prior decisions, the Commission has consistently considered container liner shipping services as 
an upstream market to the provision of freight forwarding services (see for example M.8594 – COSCO 
SHIPPING/OOIL , paragraph 61; M.8330 – Maersk Line/HSDG , paragraph 249; M.8120 – Hapag-
Lloyd/United Arab Shipping Company , paragraph 137; M.7523 – CMA CGM/OPDR , paragraph 144). 
32  The Commission has not identified significant conglomerate effects in the present case. According to 
CMA CGM, post-Transaction, (i) CMA CGM will not have the ability to tie or bundle such logistics services to its container liner shipping services; (ii) CMA CGM would also have no incentive to 
engage in a tying/bundling foreclosure strategy as this would be detrimental to its core shipping 
activities; (iii) CMA CGM’s customers would in any event continue to have access to competitive sea shipping services and logistics services on a stand-alone basis, including from other sea carriers and 
logistics providers (Form CO, paragraphs 184-187). 
33  Form CO, paragraphs 140-150. 
34  i.e. freight forwarding by air, sea and land on the one hand; domestic and cross-border freight 
forwarding on the other hand.  
 
12 (55) In addition, the Commission notes that th e markets for freight forwarding services 
are highly fragmented and encompass major global players such as Deutsche Post 
DHL, DB Schenker, Damco or Kühne + Nagel.  
(56) Based on the above considerations and in light of all the evidence available to it, 
the Commission considers that the Transaction would not raise any serious doubts 
as to its compatibility with the internal market with respect to freight forwarding services.  
5.2. Vertical links in relation to container liner shipping services 
(57) CEVA is active in the downstream market  for freight forwarding services, while 
CMA CGM is active in the upstream market for container liner shipping services.  
5.2.1.  Legal framework 
(58) According to the Non-Horizontal Merger Guidelines,
35 foreclosure occurs when 
actual or potential rivals' access to markets is hampered, thereby reducing those 
companies' ability and/or incentive to compete.36 Such foreclosure can take two 
forms: (i) input foreclosure, when acce ss of downstream rivals to supplies is 
hampered;37 and (ii) customer foreclosure, when access of upstream rivals to a 
sufficient customer base is hampered.38 
(59) For input or customer foreclosure to be a concern three conditions need to be met 
post-Transaction: (i) the merged entity needs to 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 foreclosure) or on consumers 
(customer foreclosure).
39 In practice, these factors are often examined together 
since they are closely intertwined. 
5.2.2.  Analytical framework 
(60) In its prior decisions relating to contai ner liner shipping services, the Commission 
considered that shipping companies that are members of alliances/consortia (the 
latter are also called vessel sharing agreements, “VSAs”) jointly agree on the capacity that will be offered by the service, on its schedule and ports of call. 
Generally, each party provides a number of vessels for operating the joint service 
and in exchange receives a number of co ntainer slots across all vessels deployed 
in the joint service based on the total vessel capacity that it contributes. The 
allocation of container slots is usually predetermined and shipping companies are 
not compensated if the slots attributed to them are not used. The costs for the 
                                                 
35  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. 
36  Non-Horizontal Merger Guidelines, paragraphs 20-29. 
37  Non-Horizontal Merger Guidelines, paragraph 31. 
38  Non-Horizontal Merger Guidelines, paragraph 58. 
39  Non-Horizontal Merger Guidelines, paragraphs 32 and 59. 
 
13 operation of the service are generally borne  by the vessel providers individually 
so that there is limited to no sharing costs between the participants in a VSA.40 
(61) In previous cases, the Commission also considered that it is not appropriate to 
assess the effects of the concentration only on the basis of the Parties' individual 
market shares. Such an approach would not adequately take into account the fact 
that a member of an alliance/VSA can have a significant influence on operational decisions determining service characte ristics. This influence can have a 
dampening effect on competition on the trade/s served by the alliance/VSA in 
question. Hence, the competitive assessment should also be based on the 
aggregate shares of the Parties' alliances/VSAs.
41  
(62) In line with its prior decisional practice, the Commission will assess the effects of 
the Transaction on the above-mentioned trades and legs of trade by taking into 
account the aggregate market shares of CMA CGM and of its partners in the respective alliances/VSAs. 
5.2.3.  Overview of the vertically affected markets 
(63) Related markets in which CMA CGM holds a market share of at least 30% in the 
upstream markets and/or CEVA and CC Log hold an individual or combined market share of at least 30% in the downstream markets are considered to be 
vertically affected by the Transaction. 
(64) As regards the upstream markets for container liner services ,
42 post-
Transaction: 
 CMA CGM’s market shares in the market for deep-sea  container liner 
shipping services  would exceed 30% on two legs of trade, namely (i) 
Mediterranean to Central America & Ca ribbean ([30-40]%) and (ii) Central 
America & Caribbean to Mediterranean ([30-40]%).43  
 CMA CGM’s market shares in the market  for deep-sea  container liner 
shipping services for refrigerated goods  would exceed 30% on four legs of 
trade, namely (i) Mediterranean to Central America & Caribbean ([50-60]%), (ii) Central America & Caribbean to Mediterranean ([40-50]%), (iii) North 
Europe to West Coast Africa ([30-40]%) and (iv) West Coast Africa to North 
Europe ([50-60]%).
44  
                                                 
40  Cases M.8594 – COSCO SHIPPING/OOIL , paragraphs 28-29. Consortia are operational agreements 
between shipping companies established on individual trades for the provision of a joint service. 
Alliances are matrices of vessel sharing agreements that cover multiple trades rather than one trade, as opposed to consortia. Expanding cooperation across multiple trades increases the ability of the 
container liner shipping companies to deploy assets in the most appropriate and cost efficient way. 
41  Cases M.8594 – COSCO SHIPPING/OOIL , paragraphs 32-33; M.8330 – Maersk Line/HSDG , 
paragraph 60; M.7523 – CMA CGM/OPDR , paragraph 33. 
42  The source of market share in deep-sea container liner shipping is CTS. When relevant, the Parties 
have indicated that some alliance/consortium members do not contribute to CTS.  
43  Form CO, paragraph 167.  
44  Form CO, paragraph 169 and Reply to Request for Information 1a of 9 January 2019. 
 
14  When attributing CMA CGM’s alliances/ VSAs market shares to CMA CGM, 
CMA CGM’s market shares in the market for deep-sea container liner 
shipping services  would exceed 30% on 17 legs of trade listed in the table 
below.  
Table 1 - Market shares in deep-sea container liner shipping services 
Leg Market share of CMA 
CGM Aggregated market 
share of CMA CGM 
and its alliances/VSAs 
Mediterranean – Central Am erica & Caribbean [30-40]% --45 
Central America & Caribbean - Mediterranean [30-40]% --46 
North Europe - West Coast Africa [20-30]% [30-40]%47 
North Europe - Far East [10-20]% [30-40]%48 
Far East - North Europe [10-20]% [30-40]%49 
Mediterranean - Far East [10-20]% [30-40]%50 
Far East - Mediterranean [10-20]% [30-40]%51 
North Europe - Australia & New Zealand [10-20]% [30-40]%52 
Australia & New Zealand - North Europe [10-20]% [30-40]%53 
North Europe - Indian Sub-Continent & Middle East [10-20]% [70-80]%54 
Indian Sub-Continent & Middle East - North Europe [10-20]% [80-90]%55 
Mediterranean - Indian Sub-Continent & Middle East [10-20]% [30-40]%56 
                                                 
45  CMA CGM is part of a VSA with Marfret, which does not contribute to CTS. Therefore, its volumes 
are not available. However, the Parties note that  Marfret is a small player whose market share is 
unlikely to have a significant impact on the aggregate market share. 
46  CMA CGM is part of a VSA with Marfret, which does not contribute to CTS. Therefore, its volumes 
are not available. However, the Parties note that  Marfret is a small player whose market share is 
unlikely to have a significant impact on the aggregate market share. 
47  CMA CGM is part of one VSA, namely EURAF 5 with Nile Dutch. 
48  CMA CGM is in alliance with COSCO, OOCL, and EMC. 
49  Ibid. 
50  CMA CGM is in alliance with COSCO, OOCL, and EMC. 
51  Ibid. 
52  CMA CGM is part of two separate VSAs with Marfret and Hapag-Lloyd. 
53  Ibid. 
54  CMA CGM is part of two VSAs, namely, EPIC 1 with MSC and Hapag-Lloyd, and EPIC 2 with 
COSCO, Hapag-Lloyd and ONE. CMA CGM submits that ONE does not contribute to CTS its volumes are not available to CMA CGM. However, the Parties note that ONE is a small player whose 
market share is unlikely to have a significant impact on the aggregate market share. 
55  Ibid. 
56  CMA CGM is part of three VSAs, namely, MEDEX with COSCO and Hapag-Lloyd, MEGEM with 
COSCO and Hapag-Lloyd, and INDIAMED with COSCO. 
 
15 Leg Market share of CMA 
CGM Aggregated market 
share of CMA CGM 
and its alliances/VSAs 
North Europe - Central America & Caribbean  [20-30]% [50-60]%57 
North Europe - South America West Coast [10-20]% [30-40]%58 
South America West Coast - North Europe [10-20]% [30-40]%59 
Mediterranean - South America West Coast [10-20]% [50-60]%60 
South America West Coast - Mediterranean [10-20]% [50-60]%61 
Source: Form CO, paragraphs 167 and 174-175; Reply to Request for Information 2 of 24 January 2019.  
 When attributing CMA CGM’s alliances/VSAs market shares to CMA CGM, 
CMA CGM’s market shares in the market for deep-sea container liner 
shipping services for refrigerated goods  would exceed 30% on six (6) legs 
of trade listed in the table below.  
Table 2 - Market shares in deep-sea container liner shipping services for refrigerated goods 
Leg Market share of CMA 
CGM Aggregated market 
share of CMA CGM 
and its alliances/VSAs 
Mediterranean – Central Am erica & Caribbean [50-60]% -- %62 
Central America & Caribbean - Mediterranean [40-50]% -- %63 
North Europe - West Coast Africa [30-40]% [30-40]% 
West Coast Africa - North Europe [50-60]% [50-60]% 
North Europe - Australia & New Zealand [20-30]% [40-50]% 
North Europe - Central America & Caribbean  [20-30]% [50-60]% 
Source: Form CO, paragraphs 169; Reply to Request for Information 2 of 24 January 2019.  
 CMA CGM’s market shares in the market for short-sea container liner 
shipping services  would exceed 30% on four legs of trade: (i) British Isles to 
Russia ([70-80]%), (ii) Russia to British Isles ([70-80]%), (iii) Poland to 
                                                 
57  CMA CGM is part of two VSAs, namely, EC S with Hapag-Lloyd and NEFGUI with Marfret. 
58  CMA CGM is part of a VSA, namely EUROSAL XL (with COSCO and Hapag-Lloyd). 
59  Ibid.  
60  CMA CGM is part of two VSAs, namely, MED AMERICAS with Hapag-Lloyd, and SIRIUS with 
Maersk. 
61  Ibid. 
62  CMA CGM is part of a VSA with Marfret, which does not contribute to CTS. Therefore, its volumes 
are not available. However, the Parties note that  Marfret is a small player whose market share is 
unlikely to have a significant impact on the aggregate market share. 
63  CMA CGM is part of a VSA with Marfret, which does not contribute to CTS. Therefore, its volumes 
are not available. However, the Parties note that  Marfret is a small player whose market share is 
unlikely to have a significant impact on the aggregate market share. 
 
16 British Isles ([40-50]%) and (iv) Balti c States to British Isles ([40-50]%).64 
CMA CGM is not part to any alliances/consortia on these legs of trade.  
 CMA CGM’s market shares in the market for short-sea container liner 
shipping services for refrigerated goods  would not exceed 30% on any leg 
of trade in the EEA where reefer accounts for 10% or more of transported 
cargo on both legs of a trade.65  
 With respect to short-sea container line r shipping services, CMA CGM is part 
of a very limited number of alliances/c onsortia. Attributing the market shares 
of these alliances/consortia to CMA CGM would not give rise to any 
additional affected market.66  
(65) With respect to the downstream markets for  freight forwarding services , the 
merged entity’s activities do not give rise to any affected market.  
5.2.4.  Assessment of the vertically affected markets in relation to container liner 
shipping companies services 
(66) The Commission will assess in this Section whether the Transaction could lead to 
(i) input foreclosure, pursuant to which CMA CGM would foreclose CEVA’s competitors by restricting access to or deteriorating the quality of the container 
liner shipping services that it provides to CEVA’s competitors in the countries 
where it is active; or (ii) customer fo reclosure, pursuant to which CEVA would 
foreclose CMA CGM’s competitors by sourcing its container liner shipping 
services requirements mostly or exclusively from CMA CGM.  
5.2.4.1.  Input foreclosure 
The Parties’ views 
(67) With respect to the risk that CMA CGM’s restricts access of CEVA’s competitors 
to its container liner shipping services, the Parties submit that CMA CGM will have neither the ability nor the incentive to engage in an input foreclosure 
strategy.
67  
                                                 
64  Form CO, paragraph 181. For the purpose of this Decision and in the absence of competition concerns, 
the market shares were calculated in terms of capacity deployed instead of volumes because the Parties 
could not provide any reliable market share data in terms of volumes.  
65  Form CO, paragraph 182. 
66  Form CO, paragraph 182 and reply to Request for Information 3 of 25 January 2019.  
67  Form CO, paragraph 159. 
 
17 The Commission’s assessment 
Ability to foreclose 
(68) For input foreclosure to be a concern, th e vertically integrated firm resulting from 
the merger must have a significant degree of power in the upstream market and 
thus, possibly, on prices and supply conditions in the downstream market.68 
(69) The Commission notes that CMA CGM, along with its partners in 
alliances/VSAs, holds market shares above 50% and up to a maximum of [80-
90]% only on 11 legs of trades (five in the market for deep-sea container liner 
shipping services,69 four in the market for deep -sea container liner shipping 
services for refrigerated goods70 and two in the market for short-sea container 
liner shipping services71) to engage in an input fore closure strategy towards third-
party freight-forwarders on the downstream market.  
(70) First, CMA CGM lacks market power on the upstream market as significant and 
long-established competing carriers provide  container liner shipping services on 
the above-mentioned legs of trade independently from CMA CGM and its consortia partners.
72 On all but two legs, those independent carriers account for 
around half of the market and are not capacity constrained. Therefore, in case CMA CGM were to decide to limit or stop supplying third party freight 
forwarders, third-party freight-forwarder s will continue to have access to 
equivalent services provided by competing carriers which do not face any 
capacity constraints.
73 On the route to and from India, CMA CGM’s individual 
market shares remain well below 30% (they are indeed equal to [10-20]% on the outbound leg and [10-20]% on the inbound leg). Moreover, there is available 
capacity on that trade, given that the Parties’ consortia market share in terms of 
                                                 
68  Non-Horizontal Merger Guidelines, paragraph 35. 
69  North Europe to Indian Sub-Continent & Middle East ([70-80]%); Indian Sub-Continent & Middle 
East to North Europe ([80-90]%); North Europe to Central America & Caribbean ([50-60]%); 
Mediterranean to South America West Coast ([50-60]%) and South America West Coast to Mediterranean ([50-60]%). 
70  Mediterranean to Central America & Caribbean ([50-60]%); West Coast Africa to North Europe ([50-
60]%); West Coast Africa to Nort h Europe ([50-60]%); North Europe  to Central America & Caribbean 
([50-60]%). 
71  British Isles to Russia ([70-80]%) and Russia to British Isles ([70-80]%). 
72  Regarding the market for deep-sea container liner shipping services, on most of the affected legs of 
trade, CMA CGM’s faces competitive constraints from the largest container liner shipping companies, 
such as MSC, Maersk and Hapag Lloyd (Form CO, paragraphs 168-169 and 174-175).  
Regarding the market for short-sea container line r shipping services, CMA CGM’s major competitors 
are Transfennica, Finnlines, Maersk, Unifeeder and Mann Lines (Form CO, paragraph 181). 
73  More than 50% of the capacity on the affected legs of trade is deployed by competitors of CMA CGM 
and its alliances/VSAs (Form CO, paragraphs 172-175 and 179 and 182; Reply to Request for 
Information 1 of 7 January 2019). Furthermore, the Pa rties submit that barriers to entry are low in the 
upstream market for container liner shipping services; therefore, competitors could easily deploy 
additional capacities (Form CO, paragraphs 212, 215 and 223). 
 
18 capacity is below 30%, which means that 70% of the capacity on that trade is 
provided by independent carriers.74  
(71) Second, any foreclosure attempts by CMA CGM would only benefit its subsidiary 
CEVA, but not its consortia partners. The divergent interests of CMA CGM’s 
consortia partners on all these routes woul d lead these partners not to follow such 
a strategy.  
(72) Third, third-party freight forwarders are not captive since they do not face any 
switching costs when they decide to switch carriers, even until the very last minute. Furthermore, most of the freight-forwarders show no brand loyalty and 
do multi-source their needs in container liner shipping services among different 
sea carriers.
75  
(73) In light of the above, the Commission considers that CMA CGM would likely not 
have the ability to implement any successful input foreclosure strategy post-
Transaction. 
Incentive to foreclose 
(74) The incentive to foreclose depends on the degree to which foreclosure would be 
profitable. The vertically integrated firm will take into account how its supplies of 
inputs to competitors downstream will affect  not only the profits of its upstream 
activities, but also of its downstream activities. Essentially, the merged entity 
faces a trade-off between the profit lost in the upstream market due to a reduction 
of input sales to (actual or potential) rivals and the profit gain, in the short or 
longer term, from expanding sales downstream or, as the case may be, being able to raise prices to consumers.
76 
(75) The Commission notes that CEVA’s demand for deep-sea container liner services 
is negligible on any of the affected legs of trade and is even more negligible for 
short-sea container liner services. CEVA’s global demand for container liner 
shipping services accounted for less than [0-5]% of CMA CGM’s container liner 
shipping activities in 2017.77 CEVA’s demand for sh ort-sea container liner 
shipping services represents less th an [0-5]% of CMA CGM’s short-sea 
activities.78 By engaging in an input foreclosure strategy, CMA CGM would 
therefore face the risk of jeopardising its commercial relationship with third-party 
freight-forwarders downstream, which repr esent its primary source of activities 
and revenue. Indeed, freight forwarders other than CEVA (and CC Log) represent 
close to […]% of CMA CGM’s reve nues in container liner shipping.79 
                                                 
74  Reply to Request for Information 1a of 9 January 2019. 
75  Form CO, paragraphs 198-199. 
76  Non-Horizontal Merger Guidelines, paragraph 40. 
77  Form CO, paragraph 161.  
78  Form CO, paragraph 162.  
79  Form CO, paragraph 159.  
 
19 (76) As a result, even if post-Transaction CMA CGM decided to stop or limit its 
supply of container liner shipping services to other freight forwards, this would 
likely be unprofitable since CEVA’s activity in freight forwarding would not 
compensate the losses incurred in the upstream market.  
(77) In light of the above, the Commission considers that CMA CGM will likely not 
have an incentive to engage in an input  foreclosure strategy post-Transaction. 
Overall effect of input foreclosure 
(78) In general, a merger will raise competit ion concerns because of input foreclosure 
when it would lead to increased prices in the downstream market thereby 
significantly impeding effective competition.80 
(79) If there remain sufficient credible downstream competitors whose costs are not 
likely to be raised, for example because they are themselves vertically integrated or they are capable of switching to adequate alternative inputs, competition from 
those firms may constitute a sufficient constraint on the merged entity and 
therefore prevent output prices from rising above pre-merger levels.
81  
(80) In that respect, the Commission notes th at many other carriers provide container 
liner shipping services in the EEA and compete fiercely for customers such as 
freight-forwarders, which represent a signific ant part of their revenues. Therefore, 
even if CMA CGM were to engage in an input foreclosure strategy by limiting its 
supply only to CEVA and CC Log, other carriers would immediately start 
providing container liner shipping services to the other freight-forwarders on the 
downstream market.  
(81) The fierce competition at play on the upstream market combined with low 
barriers to entry would therefore be sufficient to prevent the prices for output on the downstream market (i.e. freight-forwar ding services) from rising. Therefore, 
the Commission considers that CEVA’s competitors in the downstream market 
for freight-forwarding services will likely  be unaffected by the Transaction.  
(82) Consequently, the Commission considers that an input foreclosure strategy post-
Transaction by CMA CGM would be unlikely to have a negative effect on 
competition.  
Conclusion 
(83) Based on the above considerations and all evidence available to it, the 
Commission concludes that an input fo reclosure strategy post-Transaction by 
CMA CGM in order to exclude CEVA’s competitors purchasing container liner 
shipping services in any of the affected legs of trade is unlikely.  
                                                 
80  Non-Horizontal Merger Guidelines, paragraph 47. 
81  Non-Horizontal Merger Guidelines, paragraph 50. 
 
20 5.2.4.2.  Customer foreclosure 
The Parties’ views 
(84) CMA CGM submits that the merged entity will not have the ability or the 
incentive to engage into any customer foreclosure strategy by sourcing most or all 
of its needs in container liner shipping services from CMA CGM in the EEA, in 
particular in view of CEVA’s minimal shares in freight forwarding downstream.82 
The Commission’s assessment 
Ability to foreclose 
(85) For customer foreclosure to be a concern,  it must be the case that the vertical 
merger involves a company which is an important customer with a significant 
degree of market power in the downstream market. If, on the contrary, there is a 
sufficiently large customer base, at present or in the future, that is likely to turn to independent suppliers, the Commission is unlikely to raise competition concerns 
on that ground.
83 
(86) First, the Commission notes that the merg ed entity’s shares in the downstream 
markets for freight forwarding services are limited (less than [0-5]% in the overall 
market for freight forwarding in the EEA, no more [0-5]% at national level). Even 
when looking at further product market delineations, the merged entity’s share 
will remain significantly below 20%. More specifically, CEVA’s demand in 
container liner shipping services is small ([ …]), as compared to a total market of 
container liner shipping services of more than 47 million TEUs. Therefore, 
CEVA cannot be considered as an important customer with a significant degree of 
market power. 
(87) Second, the market for freight forwarding is segmented and includes major 
players. In sea freight forwarding, the main competitors are Kühne + Nagel, 
Sinotrans and DHL Global Forwarding.84 Should CEVA contract exclusively with 
CMA CGM, CMA CGM’s competitors in container liner shipping services would 
have access to a sufficient customer base.  
(88) In light of the above, the Commission considers that, post-Transaction, the 
merged entity will not likely have the ability to engage in a customer foreclosure 
strategy in the EEA and in the countries where CEVA is active.85  
                                                 
82  Form CO, paragraph 155.  
83  Non-Horizontal Merger Guidelines, paragraph 61.  
84  Form CO, paragraph 151. 
85  Namely Austria, Belgium, Czech Republic, Finland, France, Germany, Hungary, Ireland, Italy, the 
Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom (Form 
CO, paragraph 142). 
 
21 Incentive to foreclose 
(89) The incentive to foreclose depends on the degree to which it is profitable. The 
merged entity faces a trade-off between the possible costs associated with not procuring products from upstream rivals and the possible gains from doing so, for 
instance, because it allows the merged entity to raise price in the upstream or 
downstream markets.
86 
(90) Given CEVA’s small demand for container liner shipping services in the EEA, 
the merged entity would have limited benefits on the upstream markets for container liner shipping services.  
(91) In addition, it seems that no freight forwarder can afford, in order to address its 
clients’ needs, to procure all of its need s in container liner shipping services from 
a single sea carrier, such as CMA CGM. The fact that CMA CGM’s subsidiary 
CC Log only sources […]% to […]% of its needs from CMA CGM carriers 
supports this observation.
87  
(92) Therefore, should CEVA decide to stop procuring container liner shipping 
services from CMA CGM’s competitors post-Transaction, it is likely that the merged entity would incur losses in the downstream market for freight forwarding, with no prospect of increasing volumes and revenues in the upstream 
markets for container liner shipping services.  
(93) In light of the above, the Commission considers that, post-Transaction, the 
merged entity will not likely have the incentive to engage in a customer 
foreclosure strategy in the EEA and in the countries where CEVA is active.
88  
Overall effect of customer foreclosure 
(94) It is only when a sufficiently large fraction of upstream output is affected by the 
revenue decreases resulting from the vertical merger that the merger may 
significantly impede effective competition on the upstream market. If there remain a number of upstream competitors that are not affected, competition from 
those firms may be sufficient to prevent prices from rising in the upstream market 
and, consequently, in the downstream market.
89 
(95) The Commission considers that even if CEVA’s demand for container liner 
shipping services was sourced exclusively from CMA CGM, this would have a limited impact on the markets for container liner shipping services. Indeed, 
CEVA’s demand ([…]) represents less than […]% of the total demand in the EEA 
(47 million TEUs).  
                                                 
86  Non-Horizontal Merger Guidelines, paragraph 68.  
87  Form CO, paragraph 158.  
88  Namely Austria, Belgium, Czech Republic, Finland, France, Germany, Hungary, Ireland, Italy, the 
Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom (Form 
CO, paragraph 142). 
89  Non-Horizontal Merger Guidelines, paragraph 74.  
 
22 (96) Moreover, the Commission notes that CEVA already purchases […]% of its 
needs in container liner shipping services in the EEA from CMA CGM. 
Consequently, the pre-existing situation subdues the effect of a diversion of 
CEVA’s demand on the upstream market for container liner shipping services 
towards CMA CGM.  
(97) Therefore, the Commission considers that CMA CGM’s competitors in the 
upstream market for container liner shipping services will likely be unaffected by 
the Transaction.  
(98) In light of the above, the Commission considers that, post-Transaction, the 
implementation of a customer foreclosure strategy by the merged entity would 
have likely no overall negative impact of effective competition in the EEA and in 
the countries where CEVA is active.90  
Conclusion 
(99) Based on the above considerations and in light of all the evidence available to it, 
the Commission concludes that a customer foreclosure strategy post-Transaction by the merged entity in order to exclude CMA CGM’s competitors selling container liner shipping services in the EEA and in the countries where CEVA is active is unlikely.  
5.2.5.  Conclusion on the vertical effects 
(100)  Based on the above considerations and in light of all the evidence available to it, 
the Commission concludes that the Transaction does not raise serious doubts as to 
its compatibility with the internal market due to vertical effects.  
5.3. Conglomerate effects in relation to contract logistics services 
(101)  The Transaction may have a conglomerate dimension, as it involves services that 
belong to related markets (i.e. containe r liner shipping services and contract 
logistics services), that is, products that are purchased by a significant set of 
consumers for a similar end use (either together in a bundle or separately).  The 
main concern in the context of conglomera te mergers is that of foreclosure. The 
combination of products in related markets may confer on the merged entity the 
ability and incentive to leverage a strong market position from one market to another by means of tying of bundling. Those practices are common and often 
have no anticompetitive consequences. Companies engage in tying and bundling 
in order to provide their customers with  better products or offerings in cost-
effective ways.
91  
                                                 
90  Namely Austria, Belgium, Czech Republic, Finland, France, Germany, Hungary, Ireland, Italy, the 
Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom (Form 
CO, paragraph 142). 
91  Non-Horizontal Merger Guidelines, paragraph 93.  
 
23 The Parties’ views 
(102)  The Parties submit that the Transacti on will not lead to any conglomerate 
anticompetitive effects. Through the Tr ansaction, CMA CGM will enlarge its 
contract logistics offering by creating  synergies between its transportation 
activities and CEVA’s logistics activities.92 
The Commission’s assessment  
(103)  Whereas it is acknowledged that conglomerate mergers in the majority of 
circumstances will not lead to any competition problems, in certain specific cases 
there may be harm to competition.93 In order to assess the likelihood of such 
anticompetitive foreclosure strategy, the Commission will examine whether the merged entity has (i) the ability to foreclose and (ii) the incentives to foreclose. 
Lastly, the Commission will assess whether such practices may have a significant 
negative impact on competition and consumers.
94 
(104)  The Commission considers that CMA CGM will not gain any ability, post-
Transaction, to engage in a strategy of tying or bundling its contract logistics services with its container liner shipping services. First, the merged entity will lack the market power on any of the markets concerned to engage in such a strategy. CMA CGM is not active on the market for contract logistics whereas 
CEVA has only a very limited share in co ntract logistics ([0-5]% at EEA level). 
Second, the Commission notes that compet ing container liner shipping services 
and contract logistics services will rema in available on a stand-alone basis from 
other sea carriers and logistics providers. 
(105)  The incentive to foreclose rivals through bundling or tying depends on the degree 
to which this strategy is profitable.
95 The Commission considers that CMA CGM 
would have no incentive post-Transaction to  favour any tied or bundled offers to 
the detriment of its core container liner shipping activities. Indeed, CEVA’s share 
in contract logistics services is small while CMA CGM is the fourth largest container liner company.
96 Consequently, CMA CGM intends to continue to offer 
such services separately.97 Second, the market structures of shipping services and 
logistics services differ, which makes bundling difficult. While contract logistics 
services are customer-demand driven and tailor made, container liner shipping 
services and freight forwar ding services are mostly off-the-shelf services. 
(106)  Should the merged entity decide to incr ease the price of standalone contract 
logistics services or container liner shipping services, the Commission considers that the incentive to do so would be mitigated by the existence of alternative 
                                                 
92  Form CO, paragraph 184. 
93  Non-Horizontal Merger Guidelines, paragraph 92. 
94  Non-Horizontal Merger Guidelines, paragraph 94. 
95  Non-Horizontal Merger Guidelines, paragraph 105. 
96  Form CO, paragraph 93. 
97  Form CO, paragraph 184. 
 
24 shipping services providers and contra ct logistics services providers. The 
Commission considers that the Transaction is unlikely to have an overall negative 
impact on effective competition in the markets for contract logistics services and 
container liner shipping services, as any bun dling or tying strategy is unlikely to 
reduce the ability and incentives to compete of the significant competing 
providers that are active in the EEA. Customers will continue to have immediate access to competitive container liner sh ipping services and contract logistics 
services on a standalone basis. Overall, the Commission is of the view that the 
effects of any hypothetical tying or bundling strategy is unlikely to have an overall negative impact on prices and choice.  
(107)  Based on the above considerations and in light of all the evidence available to it, 
the Commission considers that the Transaction does not raise serious doubts as to 
its compatibility with the internal market in relation to hypothetical conglomerate 
effects.  
6. C
ONCLUSION  
(108)  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