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,  11.02.2021  
C(2021 ) 979 final  
PUBLIC VERSION  
 
Francisco Partners Management  L.P. 
One Letterman Drive,  
Building C —Suite 410  
CA 94129 – San Francisco  
U.S.A.  
 
Marlin Management Company , LLC,  
338 Pier Avenue  
CA 90254 – Hermosa Beach  
U.S.A.  
Subject : Case M .10060  – FRANCISCO  PARTNERS / MARLIN EQUITY 
PARTNERS / CONAN HOLDCO  
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 7 January 2021 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Francisco 
                                                 
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possible the information omitted has been 
replaced by ranges of figures or a general 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 Partners and Marlin Equity Partners acquire within the  meaning of Articles 3(1)(b) 
and 3(4) of the Merger Regulation joint control of Co nan Holdco AS (the “JV 
Company” , Norway ). The JV Company will combine the activities of Consignor, a 
Norwegian company currently under sole control of Francisco Partners, and  
Unifaun, a Swedish company currently under sole control of Marlin Equity Partners.  
The concentration is accomplished by way of purchase of shares in a newly created 
company constituting a joint venture  (the “Transaction”) . Francisco Partners and 
Marlin Eq uity Partners are designated hereinafter as the “Parties”.  
1. THE PARTIES  
(2) Francisco Partners , established in the United States of America, is a global private 
equity firm that specialis es in investments in technology and technology -enabled 
companies undergoing strategic, technological, and operational inflection points.  
Amongst its portfolio companies, in addition to Consignor, Francisco Partners also 
controls BluJay that operates in the EU in some of the same markets  as Consignor 
and Unifaun, via its  Software as a Service (“SaaS”) platform.  
(3) Marlin Equity Partners , established in the United States of America, is  a global 
investment firm focused on leveraging  its capital base, industry relationships and 
extensive network of operational resources.  
(4) Consig nor, established in Norway, is currently solely controlled by Francisco 
Partners. Consignor provides Transport Administration Systems (“TAS”) services, a 
form of Supply Chain Management solution, via a Software as a Service (“SaaS”)  
platform . In the EEA, C onsignor has offices in Norway, Sweden and Finland and , 
outside the EEA , in China, the United Kingdom and the United States.  
(5) Unifaun , established in Sweden, is currently solely controlled by Mar lin Equity 
Partners. Unifaun also provides TAS services under the Unifaun and the TransSmart 
brands, via a cloud -based SaaS business platform. Unifaun has offices in Sweden, 
Finland and the Netherlands , and sales representatives in Denmark, Norway, 
Germany, Belgium and Poland.  
2. THE OPERATION  
(6) The Transaction  concerns t he acquisition by Francisco Partners  and Marlin Equity 
Partners of joint control , by way of acquisition of shares,  over a company named 
Conan Holdco AS  (“the JV Company”) . In exchange for these shares, Francisco 
Partners will transfer Consignor’s shares and Marlin Equity will transfer Unifaun’s 
shares to the JV Company. As a result, the JV Company will hold 100% of 
Consignor  and Unifaun .3 
(7) The acquisitions of joint control of  Unifaun and Consignor  by the same Parties  are 
linked  de jure : if the Transaction is not completed, Unifaun’s sole control will 
remain with Marlin Equity Partners and Consignor’s sole control will remain with 
                                                 
3   Form CO, p aragra ph 40.  
 
 
3 Francisco Partners.4 The acquisitions therefore  are interdependent within the 
meaning of the Commission’s Consolidated Jurisdictional Notice.5 
(8) Francisco Partners and Marlin Equity Partners will both have veto rights over the 
adoption of strategic decisions of the JV Company, such as the adoption of the  
budget  and business plan or the appointment of senior management.6 The creation of 
the JV Company will combine two existing businesses that have their own 
management, staff, assets and customers, and will operate as autonomous entities on 
the market , independently of the parents.7 Therefore, the Transaction constitutes a 
concentration within the meaning of  Article s 3(1)(b) and 3(4) of the Merger 
Regulation . 
3. UNION  DIMENSION  
(9) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million (Marlin Equity Partners: [>EUR 2.500 million ]; and 
Francisco Partners: [>EUR 5.000 million ]; combined: >EUR 7.500  million). Each of 
them has an EU -wide tu rnover in excess of EUR 250 million (Marlin Equity 
Partners: [>EUR 250 million ] and Francisco Partners: [>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.  
(10) In view of t he above, the Transaction meets the turnover thresholds as set out in 
Article 1(2) of the Merger Regulation , and therefore has an EU dimension . 
4. MARKET DEFINITION  
4.1. Product market  
(11) Both Unifaun and Consigor are active in the supply of Transport Administration 
Systems ( “TAS” ). 
Commission precedents  
(12) The Commission  has previously assessed markets for business software,8 but has 
never specifically consider ed a market for TAS solutions. In previous decisions on 
business software,9 the Commission specified that busin ess application software 
comprises software programs that address some aspects of planning, execution or 
collaboration in a business, government or other organization. These applications 
                                                 
4   Form CO, paragraph 44.  
5  Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the 
control of concentrations between undertakings (OJ C 95, 16.4.2008), para 39 -41. 
6  Form CO, paragraph 46.  
7   Form CO, paragraphs 48 -51.   
8  M.3216 – Oracle / PeopleSoft (2004); M.3978 – Oracle / Siebel (2005); M.4944  – SAP / Business 
Objects (2007); M.4987 – IBM / Cognos (2008); M.5763  – Dassault Systemes / IBM DS PLM 
Software business (2010).  
9   M.3216 – Oracl e / PeopleSoft (2004); M.3978 – Oracle / Siebel (2005); M.4944 – SAP / Business 
Objects (2007); M.4987 – IBM / Cognos (2008); M.5763 – Dassault Systemes / IBM DS PLM 
Software business (2010).  
 
 
4 can in general be divided into : (i) Personal Productivity Applications ; and (ii) 
Enterprise Applic ation Software (“EAS” ).10 EAS can be further sub -segmented into 
Enter prise Resource Planning (“ERP”) , Cus tomer Relationship Management 
(“CRM” ), Supply Chain Management (“SCM” ), Supplier Relationship Management 
(“SRM”),  Product Lifecycle Management (“PLM”) and Business Analytics 
(“BA”).11 
(13) The Commission  has defined SCM as applications that automate the process of 
planning, producing and delivering a good or service to market (supply planning, 
manufacturing, order fulfilme nt, distribution and logistics, sourcing and 
procurement) .12 The Commission also previously identified SaaS as a possible 
segment of CRM but left the precise market definition open.13 
The Parties’ views  
(14) The Parties  consider that SCM is a far broader concept than TAS, since it 
encompasses the entire supply chain from start to finish, whereas TAS is limited to 
the various functionalities of Transport Administration only. TAS software helps 
companies to automate and optimis e their functions within distribution c entres, and 
around order fulfilment, shipping and delivery processes.14 
(15) The Parties  also submit that TAS covers an array of different operators including:  (i) 
Generalist Supply Chain Execution ( “SCE”) operators ; (ii) Specialis ed SCE 
operators ; (iii) fully -integrated suppliers of Third Party Logistics Services (“3PL”) ; 
and (iv) Transport Carriers  that provide their own -brand TAS solutions. The Parties 
explain that Consignor qualifies as a Specialis ed SCE operator whereas Unifaun 
would qualify as a Generalist SCE operator.  
(16) The Parties nevertheless consider that all these operators should be part of a single 
TAS market , since there are no material differences between the core services 
provided by the different types of operators and product differentiation plays  only a 
limited role.15   
Outcome of the market investigation  
(17) In view of the lack of preceden ts on  the market definition  for TAS software 
solutions , the Commission launched a market investigation on 7 January 2021, 
asking customers and competitors their vie ws on the market definition. The results 
of the market investigation support the Parties ’ views that the provision of TAS 
software solutions may constitute  a product market distinct from other business 
software .16 As o ne competitor explained : “[e]xpanding  supply chain execution 
capabilities into areas like warehousing requires substantial investments, know -how 
and market reputation.  Each segment has specialized companies covering 
transportation and warehouse management solutions. ” This view is corroborated b y 
                                                 
10   M.8984 - Hg/Vista/Allocate (2018), paragraph 15.  
11  M.8984 – M.4944 – SAP / Business Objects (2007) , paragraph 7 . 
12  M.3216 – Oracle / PeopleSoft (2004) , paragraph 18.  
13  M.3978 – Oracle / Siebel (2005); M.8124 – Microsoft / LinkedIn (2016) , paragraph 36 ]. 
14  Form C O, paragraph 76.  
15  Form CO, paragraph 81.  
16   See replies to question 3.1 – Questionnaire to competitors.  
 
 
5 competitors’ acknowledgment that “ Unifaun and Consignor seem to cover the 
transportation management software space only ”.17 
(18) Conversely , the majority of competitors  who responded to the market investigation  
indicated that generalist and specialis ed SCE operators  do compete with each 
other.18 Whilst the responses of customers were less conclusive, some customers 
also indicated that the re was a degree of substitutability between the services offered 
by the Parties .19 As regards competition between SCE opera tors on the one hand, 
and 3PL suppliers and Transport Carriers on the other hand, the results of the market 
investigation are mixed . For customers, t he substitutability  of TAS services provided 
by 3PL and Transport Carriers solutions  is dependent on, amongst other  things,  “the 
functionality and carriers supported ”.20  
(19) Thus, w hilst the results of the market investigation support a distinct market for TAS 
software solutions provided by both Generalist and Specialised SCE operators, it is 
less clear wheth er the solutions provided by 3PL suppliers and Transport Carriers are 
part of  this product market.  
Conclusion  
(20) In light of the above,  and on the basis of the outcome of the market investigation,  the 
Commission considers that TAS software solutions constitut e a market distinct from  
SCM and other business software. Whils t the Commission  considers that the market 
for TAS software solutions comprises the software solutions provided by  both 
Generalist and S pecialized SCE operators , it can be left open whether the  software 
solutions  provided by 3PL suppliers and Transport Carriers  are part of the same 
market , as this would in any case not impact the outcome of the competitive 
assessment below .  
(21) In any case, the Commission considers that, f or the purposes of this decision,  the 
precise product definition can be left open as no serious doubts arise under the 
narrowe st plausible product market of  TAS solutions  provided by Generalist and 
Specialised SCE operators, as assessed below .  
4.2. Geographic market  
Commission precedents  
(22) The Commission  has previously considered that markets for business software/EAS 
solutions were at least EEA -wide and possibly worldwide  in scope .21  
  
                                                 
17   Idem.  
18  See replies to question 4 – Questionnaire to competitors.  
19  See replies to questions 3 and 3.2 – Questionnaire to customers.  
20  See replies to question 5 – Questionnaire to competitors and questions 4 – Questionnaire to 
customers.  
21  M.5904 – SAP/SYBASE (2010); M.4944  – SAP / Business Objects (2007); M. 3978 – Oracle / Siebel 
(2005) ; and M.8984 – Hg/Vista/Allocate  (2018).  
 
 
6 The Parties’ views  
(23) The Parties  also submit that the market for TAS software solutions , being equi valent 
in nature to business software, is at least EEA -wide in scope. They consider, in 
particular, that (i) TAS operators do not need physical presence in a particular 
country in order to provide services; (ii) the services are standard and do not vary 
between Member States; and (iii) there are minimal national requirement s for doing 
business with customers in particular countries.22 
Outcome of the market investigation  
(24) The outcome of the market investigation support s the views of the Parties , since  the 
majo rity of respondents consider that the  market  for TAS software solutions  is at 
least EEA -wide and possibly worldwide in scope .23 Only a limited number of  
respondents indicated the potential existence of  a regional cross -border  market  for 
TAS software solutions . Conversely, the results of the market investigation exclude 
a possible national scope of the market for TAS software solutions.    
Conclusion  
(25) In light of the above, and on the basis of the  outcome  of the  market investigation, the 
Commission considers that  the market  for TAS software solutions  (whether 
including or excluding solutions by 3PL suppliers and Transport Carriers) is at least 
EEA -wide  in scope  and potentially worldwide . However, since a limited number of 
respondents in dicated the potential existence of a regional cross -border market  for 
TAS software solutions ( whether including or excluding solutions by 3PL suppliers 
and Transport Carriers ), for the purposes of this Transaction, the Commission has 
also assessed the effe cts of the Transaction at regional level, namely in the Nordic 
region where both Parties are active . 
5.  COMPETITIVE ASSESSMEN T 
(26) The Parties’ activities overlap horizontally on the market for TAS software 
solutions. There are no vertical overlaps between the P arties.  
                                                 
22  Form C O, paragraphs 98 – 100. 
23  See replies to question 6 – Questionnaire to competitors and question 5 – Questionnaire to customers.  


 
 
9 6. CONCLUSION  
(32) 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  
Executive Vice-President