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, 6.9.2021  
C(2021) 6639 final  
PUBLIC VERSION 
 
DFDS A/S 
Sundkrogsgade 11 
2100 – Copenhagen  
Denmark 
Subject : Case M. 10216 – DFDS / HSF LOGISTICS GROUP  
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 2 August 2021, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Reg ulation by which DFDS A/S 
(“DFDS ”, Denmark) acquires within the meaning of Article 3(1)(b) of the Merger 
Regulation indirect sole control of the following entities: ( i) HSF Distri 
Holding  B.V., (ii) HSF Expeditie Holding B.V. and (iii) Frekrenij B.V. (toge ther 
with their respective subsidiaries “ HSF” or the “Target ”, the Netherlands ) by way 
of purchase of shares (the “Transaction”) .3 DFDS is  designated as the “ Notifying 
Party” and, together with HSF , as the  “Parties ” to the Transaction. 
                                                 
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 321, 10.8.2021, p. 5.  
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information omitted has been replaced by ranges of figures or a general description.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) DFDS is a limited liability company incorporated under the laws of Denmark that 
is listed on NASDAQ OMX Copenhagen A/S  and ultimately controlled by 
Lauritzen Fonden.4 It operates a sea transport network around Europe and provides 
ferry shipping services as well a s transport and logistics solutions. DFDS’ business 
is split into two divisions: (i ) the Ferry Division, which operates a network of ferry 
routes in and around Europe, providing  port terminal services , freight a nd 
passenger transport services and (ii) the Logistics Division, which provides full -
load and part -load freight  transport services together with warehousing and 
logistics solutions , active in continental Europe and the U nited K ingdom  (“UK”) . 
(3) HSF is a cold chain logistics company operating across Nort h West Europe. Its 
principal activities include refrigerated transport (fresh and frozen food), cold 
storage and cross -docking, re -usable packaging and packaging contract cleaning. It 
operates from a number of sites located primarily in the Netherlands, De nmark, 
Norway, Sweden, Germany, Poland and the U K. HSF transports truck loads for 
various clients with a focus on continental  Europe and the U K.  
2. THE OPERATION  
(4) On 25 January 2021, DFDS, through its wholly owned subsidiary DFDS NewCo 
B.V., entered into an agreement (the “Signing Protocol ”) and a related Share 
Purchase Agreement (“ SPA”) to acquire the entire issued and outstanding share 
capital of the entities that together form HSF. As a result of the Transaction, DFDS 
will acquire  the enti re issued and outstanding share capital of  the entities that 
together form HSF, together wi th all voting rights in these entities . DFDS will thus 
acquire sole control over HSF within the meaning of Article 3(1)(b) of the Merger 
Regulation.  
(5) As part of the Transaction, the S ellers5 will acquire a preference share in HSF  
through a dedicated entity (the “ Preference Shareholder”)  in accordance with a 
shareholders’ agreement (“ SHA ”) attached to the SPA . This preference share, 
however, will not confer joint control because  (i) [information related to the 
Seller’s rights under the Shareholder’s agreement ].6  
(6) The Preference Shareholder will have certain consent rights , but these  correspond 
to customary minority shareholder rights within the meaning of paragraph 66 of the 
                                                 
4  Lauritzen Fonden also controls (through a 100% shareholding) ( i) the shipping company J. Lauritzen 
A/S and ( ii) the investment company LF Inv estment ApS. However, DFDS explained that in the absence 
of any horizontal overlaps and vertical links with HSF’s activities, the activities of these companies are 
not relevant to the Transaction.  Form CO, para. 58.  
5  Fam. PTML Bonnichsen Holding A/S, FCK H B.V., Frederiks Holding B.V., MGG Holding ApS, and 
Weideman Beheer B.V . (the “ Sellers ”) currently hold all issued and outstanding depositary receipts 
corresponding to all issued and outstanding shares in the capital of HSF Distri Holding B.V., HSF Expedi tie Holding B.V. and Frekrenij B.V.  
6  The Preference Shareholder will appoint […] members of DFDS NewCo B.V.’s supervisory board. The other board members will be appointed by DFDS. […] members will have to attend in order for the supervisory board to adopt resolutions and the supervisory board will adopt resolutions […]. 
 
 
3 
 Commission Consolidated Jurisdictional Notice7 (“CJN” ) and do not relate to 
HSF’s strategic commercial decisions.8  
3. UNION  DIMENSION  
(7) The Transaction does not meet  the turnover thresholds of Article 1(2) of the 
Merger Regulation as the combined aggregate worldwide turnover of the 
undertakings concerned is less than EUR 5 000 million (DFDS: EUR 2  710 
million ; HSF: EUR […] million ).9   
(8) However, the proposed transaction fulfils the alternative turnover thresholds of 
Article 1(3) of the Merger Regulation as the combined worldwide turnover of the undertakings concerned exceeds EUR 2 500 million, in each of at least three 
Member States , the combined aggregate turnover of a ll the undertakings concerned 
is more than EUR 100 million , and in each of these Member States the aggregate 
turnover of at least two of the undertaking s concerned is more than 
EUR  25 million.
10 Finally, the aggregate EU -wide turnover of at least two of the 
undertakings concerned is more than EUR 100 million (DFDS: EUR […] million ; 
HSF: EUR […] million ) and none of the undertakings concerned achieves more 
than two thirds of its aggregate EU -wide turnover within one and the same Member 
State.  
4. MARKET DEFINITION  
(9) The Parties’ activities overlap in the provision of freight forwarding services. Both 
DFDS (through its Logistics Division)  and HSF provide freight forwarding 
services, primarily by land (via road), in the EEA. DFDS i s active in freight 
forwarding by land mostly via road (> […]), with a small proportion of business 
carried by rail (< […]) primarily between Trieste in Italy and Northern Europe .11 
HSF’s core business in freight forwarding relates to freight forwarding by la nd. 
When goods need to be carried by sea, it procures short -sea shipping services from 
third parties.12 
                                                 
7  Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the 
control of concentrations between undertakings , OJ C 95, 16.4.2008, p. 1- 48. 
8  These cons ent rights cover in particular decisions over [i nformation related to the Seller’s rights under 
the Shareholder’s agreement ] (see: Form CO , para. 71) . 
9  Turnover calculated in accordance with Article 5 of the Merger Regulation. The Parties provided 
turnover figures for 2019 as only 2019 audited financial accounts were available at the time of the 
execution of the Signing Protocol. The Parties confirmed tha t the 2020 turnover will not affect the 
Commission’s jurisdiction to review the Transaction (see: Form CO, footnotes 51 and 52).  
10  Denmark (DFDS: EUR [...]  million; HSF: EUR […]  million); Germany (DFDS: EUR […] million; 
HSF: EUR […] million); Netherlands  (DFDS: EUR […]  million; HSF: EUR […] million)  ; Sweden 
(DFDS: EUR […]  million; HSF: EUR […]  million) . 
11  Form CO, para. 121.  
12  Form CO, para. 111. A small part of the Target’s business also relates to transportation by air via N&K Air Solutions. The tota l turnover attributable to this business is minimal (around EUR […] ) and N&K 
Air Solutions is mainly active in transporting products (such as Norwegian salmon) to countries outside the EU (Form CO, para. 112). 
 
 
4 
 (10) In addition, the Transaction gives rise to vertical relationships between: (i ) DFDS’  
short -sea shipping services  (provided by its Ferry Division) upstrea m and (i i) the 
Parties’ freight forwarding activities downstream.  
4.1. Freight forwarding services    
4.1.1. Product market  
(11) Freight forwarding refers to the organisation of transportation of items (possibly 
including activities such as customs clearance, warehousing, ground services, etc .) 
on behalf of cus tomers according to their needs .13 Air and sea freight forwarding 
services include land transportation to/from the port/airport when required by 
customers. The freight forwarder often does not own the assets (ship, aeroplanes or 
other) necessary for the transportation (nor does it perform the actual 
transportation) but, generally, hires transportation capacity from third parties.14 
(12) In its previous decisions, the Commission has considered the possibility of sub-
segmenting  this market into domestic15 and cross -border freight forwarding ,16 and 
into freight forwarding by air, land (road and rail17) and sea.18 In CMA 
CGM/OPDR , however, the Commission defined a market for door-to -door 
transport services,19 in which providers compete  for the same customers 
irrespective of the specific mode of transportation.20 In that decision, the 
Commission  noted that i n the intra -European market, customers who would 
consider maritime transportation could often also opt for transport by truck, 
wherea s sea transport could often be an option for customers of truck transportation 
services (depending on their needs in terms of frequency and flexibility).21 
(13) In addition, the Commission previously considered a further segmentation by type 
of transported cargo  (e.g. perishable goods, valuables, etc.).22 In Deutsche Post/Air 
Express International , the market investigation suggested that such a segmentation 
was not relevant because freight forwarders are generally able to serve all types of 
                                                 
13  See, for instance: M.9319 – DP World/P&O Gr oup, para. 32; M. 9221 -  CMA CGM/CEVA , para. 10; 
M.8594 – Cosco Shipping/OOIL , para. 23; M.8330 – Maersk Line/HSDG , para. 38;  M.8120 – Hapag-
Lloyd/United Arab Shipping Company , para. 26; M.7268 – CSAV/HGV/Kühne Maritime/Hapag- Lloyd , 
para. 37; M.6059 – Norbert Dentressangle/Laxey Logistics , para. 17; M.1794 – Deutsche Post/Air 
Express International , para. 8.  
14  M.7630 – Fedex/TNT Express , para. 23; M.6570 – UPS/TNT Express , para. 26; M.1794 – Deutsche 
Post/Air Express International , para. 8.  
15  Domestic freight forwarding means the provision of services within one country . 
16  Cross -border freight forwarding means the provision of freight forwarding services from one country to 
any other country in the world.  
17  M.5579 – TLP/ERMEWA , para. 42. 
18  See, for instance, Commission decision in cases: M.9319 – DP World/P&O Group, para. 33; M.9221 –
CMA CGM/CEVA , para . 11; M.8594 – Cosco Shipping/OOIL , para. 23; M.8120 – Hapag- Lloyd/United 
Arab Shipping Company , para. 26; M.6059 – Norbert Dentressangle/Laxey Logistics , para. 18; M.6570 
– UPS/TNT Express , para. 27; M.5756 – DFDS / Norfolk , para. 30; M.5579 – TLP/ERMEWA, para. 38; 
M.1794 – Deutsche Post/Air Express International , paras. 9- 11. 
19  Door -to-door transport services consist in taking up cargo at an ag reed point and delivering it to another 
agreed point. Customers decide where the point of loading and point of delivery are situated and 
transport services providers adapt to this. See M.7523 – CMA CGM/OPDR , para. 24 and M.9319 – DP 
World / P&O Group, para . 11. 
20  M.7523 – CMA CGM/OPDR , para s. 31 and 37.  
21  M.7523 – CMA CGM/OPDR , para. 26.  
22  M.5579 – TLP/ERMEWA , paras. 43 – 44 ; M.1794 – Deutsche Post/Air Express International , para. 11.  
 
 
5 
 customers without distinguishing them according to the types of goods 
transported.23 More recently, however, the market investigation in TLP/ERMEW A 
showed that a segmentation according to the type of products concerned could be 
relevant for the transport of products requiring  a specific expertise or a specific 
logistical set -up.24  
4.1.1.1. The Notifying Party’s view  
(14) DFDS submits that the relevant  freight forwarding  product market definition 
should include door-to -door multimodal transport ation services  without 
segmentation by mode of transport  or type of transported cargo .25 
(15) DFDS submits that both P arties offer door- to-door transportation service s, that in-
land and sea transport  modes  are fully substitutable26 from a customer’s 
perspective, and that sea vessel operators, truck, rail and barge companies all 
ultimately compete in the provision of multimodal transport services.27 DFDS 
further submits that HSF and DFDS’ ferry customers would use other means of transport
 and com peting ferry routes (e.g.  indirect ferry routes28) or container 
services, and that a number of cold cargo freight forwarders will not use DFDS 
ferry routes at all but still offer cold cargo freight forwarding for the country pairs 
of concern through alternative means of transport.29  
(16) As for the potential  sub-segmentation by type of transported cargo , DFDS  submit s 
that a potential segmentation by type of transported cargo into cold 
(i.e. temperature -controlled) cargo and ambient  (i.e. dry) cargo is not relevant in the 
case at hand. According to DFDS,  segmentation  by type  of transported cargo has 
only been considered appropriate for specific types of cargo and in markets where 
freight forwarders act as the “gatekeeper ” to the transportation of that particular 
product.30 
(17) DFDS  considers that any freight forwarder has the opti on at modest cost and 
relative ease to carry cold cargo since i n DFDS’ view cold cargo freight forwarding 
                                                 
23  M.1794 – Deutsche Post/Air Express International , para. 11.  
24  M.5579 – TLP/ERMEWA , paras. 43 - 44. 
25  Even though DFDS does not object to the segmentation between domestic and cross -border freight 
forwarding discussed in the prior precedents of the Commission, it, nevertheless, explained that only one 
of the Target’s  business unit s, na mel y  Skive , focusses  on domestic freight forwarding and generates a 
[…] turnover . All other of the Target’s business units focus on international trade . Form CO, para. 203. 
26  In particular because containerised cargo can be transported easily by truck. Form CO, para. 180 
referring to M.7523 – CMA CGM/OPDR , para. 26. 
27  Form CO, para. 180 referring to Case M.7523 – CMA CGM/OPDR , para. 31.  
28  According to DFDS, a  “direct route” involves a direct ferry service between countries that form a 
country pair, while an “indirect route” involves road only, or road plus a ferry service from a country that is not part of the country pair. On that basis, DFDS submits that indirect routes are good alternatives for direct routes  and that there is no basi s for a market that involves only direct routes , see the Notifying 
Party’s reply to RFI 10, question 1. For instance, DFDS explained it may be more cost effective for HSF to carry volumes via routes that do not use DFDS’ Denmark -UK ferry. As explained by D FDS, when 
HSF won freight forwarding business related to [customer]’s cold cargo from [competitor] in 2013, it moved such volumes away from DFDS’ Denmark -UK ferry (i.e. EBJ -IMM ferry) and transported these 
via alternative routes. See Notifying Party’s repl y to RFI 8, question 15. Also, according to DFDS, such 
a strategy would also be consistent with HSF’s current business model: […]. RBB Economics submission on input foreclosure assessment  of 20  August 2021, page 2.  
29  Notifying Party’s reply to RFI 2, ques tion 2.  
30  Form CO, para. 183.  
 
 
6 
 is not  a niche or specialist service for which specialised expertise and equipment is 
required.31 Accordingly, DFDS submits  that the relevant market se gmentation by 
type of transported cargo into freight forwarding of cold cargo and freight 
forwarding of ambient cargo is not appropriate .32 
(18) DFDS also submits that it is not appropriate to further segment  the potential market 
for cold cargo  freight forwarding into fresh33 and frozen goods . As explained by 
DFDS , almost all HSF trailers are “multi-temp trailers”  meaning that they can 
transport both fresh and frozen products at the same time in the same trailer by 
making use of compartments.34 
4.1.1.2. The Commiss ion’s view  
(19) In the case at hand, the replies received in the course of the market investigation 
provided indications  that a distinction in terms of type of transported cargo 
between ambient and cold  cargo35 could be  relevant . However, on balance, the 
replie s were  too inconclusive in order for the Commission to reach a definite 
conclusion on the existence of separate product markets.36 
(20) From a demand-side  perspective, several  customers (i.e. , shippers) replied that in 
their view  ambient and cold cargo  freight forwarding would appear to be difficult 
to substitut e. These customers explained that when the goods need to be chilled to 
prevent their deterioration during transport, there is no alternative to cold cargo 
freight  forwarding.37 There are also time  restrictions on how long certain cold 
cargo  such as , for example, fresh fish can be in transit  as it has a limited shelf life 
and has to be consumed in a relatively short time .38  
(21) By way of illustration, one customer explained that “ in order to be able to 
transport cold or frozen cargo, special equipment and knowledge is required. This 
includes specific trailers with cooling facilities, and access to cool terminals ”. The 
same customer noted that it would not be possible to “ use a provider of only 
ambient ca rgo transport services for the transportation of any of its products ”.39 
                                                 
31  Form CO, para. 184. See also Notifying Party’s reply to RFI 2, introduction.  
32  Form CO, para. 185.  
33  “Fresh” goods can also be referred to as “chilled” goods, meaning that fresh products require warmer 
refrigerated conditions (e.g. around 0 to 5 degrees Celsius), whereas frozen goods are typically 
transported at minus 18 to minus 20 degrees Celsius. See n on-confidential replies to Questionnaire for 
shippers, question 10.1.1.  
34  Multi -temp trailer units offer dual temperature zones within the same trailer. There are usually multiple 
entry points with doors to each zone and they are separated by a bulkhead t o create the different 
compartments. See Notifying Party’s reply to RFI 2, question 13. See also Form CO, paras. 184- 193. 
35  Including both fresh and frozen cargo . 
36  The results of the market investigation also appeared inconclusive in relation to a poten tial segmentation 
between domestic and cross -border freight forwarding, however, many of the market participants 
responding to the market investigation explained that they are active in both domestic and cross -border 
freight forwarding and that from a dema nd side perspective, some customers purchase freight 
forwarding services at EU level. See non -confidential replies to Questionnaire for freight forwarders , 
questions 1, 3.3, 9 and 10.  
37  Non-confidential replies to Questionnaire to shippers, question 10.  
38  Non-confidential replies to Questionnaire to shipper s, question 7. See also n on-confidential minutes of a 
call with a market participant of 7 July 2021, para. 12; n on-confidential minutes of a call with a market 
participant of 8 July 2021, para. 4. 
39  Non-confidential replies to Questionnaire to shippers, question 10.  
 
 
7 
 (22) However , some customers note d that cold and ambient cargo freight forwarding 
could be performed by the same company. Indeed, certain  customers explained that 
they buy cold cargo  freight forwarding services from freight forwarders that 
provide both cold and ambient cargo freight forwarding services.40 
(23) From a supply- side perspective, the market investigation has confirmed that most 
freight forwarders that are  active in cold cargo freight forwarding are also active in 
ambient  cargo freight forwarding .41 Some freight forwarders also indicated that  for 
the return journey they could use cold cargo trailers for cargo that does not require 
temperature control.42 
(24) However, the market investiga tion also  indicated  that ambient cargo freight 
forwarders may not be able to easily switch to cold cargo freight forwarding in the 
short term without incurring additional costs or risks. This is mainly because: ( i) 
cold cargo transport requires special equipment and infrastructure , and might 
require a different logistical approach due to time constraints of the cold cargo’s 
shelf life  or the need to have a plug on the ferry, (ii) cold cargo transport mostly 
pertains to foodstuffs , so special regulations  may apply and specific licenses may 
be required, (iii ) different requirement s relating to sanitation, smell, temperature 
and packaging mean that different types of fresh cold cargo (e.g., meat, fish, fruit 
and vegetables) have to be transported separately, which would indicate that such 
product  transportation might be more complex .43 
(25) The results of the market investigation also indicate that a smaller group of freight forwarders speciali se in cold cargo freight forwarding (as opposed to ambient 
cargo) and the prices for cold cargo freight forwarding appear to be higher than for  
freight forwarding of ambien t cargo .
44  
(26) As to the possible  sub-segmentation within cold cargo freight forwarding between 
fresh and frozen cargo, the results of the market investig ation  suggest that even 
though there are some differences in terms of expertise and infrastructure required 
for transportation of frozen and fresh cargo,45 it does not appear that  this further  
distinction  of the cold cargo  freight forwarding segment  is warr anted  on the basis  
                                                 
40  Non-confidential minutes of a call with a market participant of 7 July 2021, para. 14; n on-confidential 
replies to Questionnaire to shipper s, questions 7 and 9.  
41  Non-confidential replies to Questionnaire for freight forwarders, question s 5 and  6. See also Non -
confidential minutes of a call with a market participant of 1 June 2021, para. 3. 
42  Non-confidential minutes of a call with a market participant of 1 June 20 21, para. 5.  
43  See Non -confidential replies to Questionnaire for freight forwarders, question s 11, 13, 13.1, and 15; 
non-confidential minutes of a call with a market participant of 30 June 2021, para. 10. According to one 
of the freight forwarders, for in stance: “Cold (or temperature -controlled) transport […] is a somewhat 
different activity than ambient (or non- controlled temperature) transport, especially with respect to 
fresh cargo. Fresh cargo is very sensitive and requires special and modern equipment , educated and 
specifically trained personnel and compliance with regulations, and certification applying to transport 
[…]. Transporting fresh products is very complex. Fish, for example, are very temperature sensitive and 
can have a very strong [smell] so they cannot be transported with other fresh cargo. After transporting 
fish, the trailer must be thoroughly cleaned before other type of cargo can be loaded to it. Usually fresh fruit and vegetables cannot be transported with fresh meat, unless both are fi nished packed for retail 
sales to consumers because of the risk of coli bacteria that may be found in them ” (Non -confidential 
minutes of a call with a market participant of 4 June 2021, paras. 3- 4).  
44  A large majority of freight forwarders confirmed that  prices are higher for cold cargo  freight forwarding 
than for ambient cargo freight forwarding. See Non -confidential replies to Questionnaire for freight 
forwarders, question 14. 
45  Non-confidential  replies to Questionnaire for shippers, question 10.1.  
 
 
8 
 of the results of the market investigation. This is so in particular because the 
majority of freight forwarders confirmed that it  would be easy for a freight 
forwarder transporting frozen cargo to start providing freight forwarding  servi ces 
of fresh cargo.46 In the same vein, one  shipper explained that “it is possible to 
transport both frozen and fresh goods together in the same shipment ”.47 This is in 
line with DFD S’ submission that that HSF can transport both fresh and frozen 
products at the same time in the same trailer by making use of compartments.48 For 
the above -mentioned reason, the Commission considers that there is no need to 
further distinguish  cold cargo freight forwarding  into fresh and frozen cargo. 
(27) Lastly, a s for DFDS ’ argument that the relevant product market should include 
different  means  of transportation and that  available  indirect routes should be 
considered as alternatives to direct routes , the Commission considers that for the 
country pairs relevant for the asses sment of this Transaction, it is warranted to 
include available modes of transport  via indirect routes  into the relevant product 
market  in this case. Such a view is supported by the replies received in the course 
of the market investigation which suggest t hat despite certain freight forwarders’ 
preference to use one specific route that requires certain mode s of transport (e.g. 
ferry in conjunction with trucks ),49 other freight forwarders choose less direct 
routes and rely on different modes of transport (e.g . only trucks  without using a 
ferry).50 Some customers submitted that they might cooperate or discuss with a 
freight forwarder the optimal  route or mode of transport which would meet their 
needs, while others explained that the choice of mode of transport or specific route 
is entirely in the hands of a freight forwarder.51 
(28) In light of the above, the Commission considers that the exact product market 
definition can be left open since the Transaction does not raise serious doubts as to 
its compatibility with the internal market under any plausible product market 
definition.  
(29) Nevertheless, given the fact that HSF is speciali sed in cold cargo freight 
forwarding and that cold cargo freight forwarding appea rs to present certain 
constraints in terms of transportation timing and required equipment, the 
Commission considers that under the most  conservative approach the Transaction 
should be assessed on the basis of the potential segment for  cold cargo freight 
forwarding including a vailable  direct and indirect routes . 
4.1.2. Geographic market  
(30) In its prior decisional practice, the Commission has left open whether the freight forwarding market or subdivisions thereof should be considered national in scope, 
                                                 
46  Non-confidential replies to Questionnaire for freight forwarders, question 16.  
47  Non-confidential replies to Questionnaire for shippers, question 10.1.1.  
48  Notifying Party’s reply to RFI 2, question 13. See also Form CO, paras. 184- 193. 
49  Non-confidential minutes of a call with a market participant of 1 June 2021, paras. 8- 9. 
50  Non-confidential minutes of a call with a market participant of 30 June 2021, para. 4. See also non -
confidential replies of a market participant to follow -up reques t of information of 25 August 2021, 
question 1a.  
51  For instance, one customer noted that it “ do[es] not decide the routing but do[es]  in general decide what 
type of mode to be used. Espercially (sic) in relation to intermodal solutions (combinations of 
truck/sea/rail) .” Non -confidential replies to Questionnaire for shippers, question 11.  
 
 
9 
 due to languag e and regulatory barriers, or larger in view of a trend by major 
competitors to create transnational or even EEA -wide networks.52 
(31) The Commission has also considered a possible trade -lane based market, but it left 
the precise geographic definition open.53 In DFDS / Norfolk , the Commission 
assessed the transaction on freight forwarding markets on specific country pairs 
(e.g., between Denmark and the UK  and between Sweden  and the UK ).54 
4.1.2.1. The Notifying Part y’s view  
(32) With respect to domestic freight forwarding, DFDS submits that the relevant 
market is at least national in scope  and provided the relevant market shares on a 
national  basis .55  
(33) As for international freight forwarding, DFDS considers that the relevant market  is 
that of freight forwarding to any destination in the EEA outside of the national 
market of reference.56 Accordingly, for the relevant Member States where the 
Parties are active  in international freight forwarding , DFDS provided market share 
estimates be tween said country (e.g. Denmark) and the rest of EEA.57 
(34) DFDS argues that even if the Commission were to consider a putative market 
segment for cold cargo , it regards the market for freight forwarding to be at least 
national (or wider than national, extendi ng to the EEA) .58 In DFDS ’ view , the 
freight forwarding market should not be defined on a country-country basis , 
nevertheless, it has provided the relevant market shares in cold cargo freight 
forwarding on the  specific country pairs .59 
4.1.2.2. The Commission’s view  
(35) The market investigation provided mixed results as to the definition of the relevant 
geographic market for freight forwarding. Some freight forwarders explained that 
customers procure freight forwarding services at national level , whereas others 
explained that customers procure freight forwarding services at regional level (i.e. 
for a group of countries), at EU level or even globally.60  
(36) Conversely, when asked about their main points of origin and points of destination, a vast majority of freight forwarders mentioned corridors corresponding to country 
                                                 
52  See, for instance: M.9319 – DP World/P&O Group, para.  36; M.9221 –  CMA CGM/CEVA , para. 14; 
M.8594 – Cosco Shipping/OOIL , para. 24; M.8330 – Maersk Line/HSDG , para. 39;  M.8120 – Hapag-
Lloyd/United Arab Shipping Company , para. 26;  M.7268 – CSAV/HGV/Kühne Maritime/Hapag- Lloyd , 
para. 39; M.6059 – Norbert Dentressangle/Laxey Logistics , paras. 20 and 22; M.5579 – TLP/ERMEWA , 
para. 52.   
53  M.4786 – Deutsche Bahn/Transfesa, para. 43 (where most respondents to the market investigation 
considered a separate market for rail freight forwarding from and to Spain due to the specificities of the 
Spanish railways).  
54  M.5756 – DFDS / Norfolk , para. 70.  
55  Form CO, paras. 194, 198, a nd Annex 10. See also Notifying Party’s reply to RFI 2, introduction.  
56  Form CO, paras. 198- 199. 
57  Form CO, para. 196 and Annex 10.  
58  Notifying Party’s reply to RFI 2, introduction.  
59  Notifying Party’s reply to RFI 2, introduction and questions 1 -2. 
60  Non-confidential replies to Questionnaire for freight forwarders, questions 10 and 10.1.  
 
 
10 
 pairs (e.g., from Denmark to the UK or Sweden to the UK).61 Besides, some of the 
market participants identified possible  input foreclosure issues , which could 
possibly occur on the routes connecting specific country pairs .62 In light of this , the 
Commission adopted a conservative approach and, similarly to  the approach 
adopted in DFDS / Norfolk , assessed the T ransaction under the narrowest plausible 
market definition for international freight forwarding, taking int o account country 
pairs. However, the exact geographic market definition can be left open, as the 
Transaction does not raise serious doubts under any plausible market definition.  
4.2. Short -sea shipping services    
4.2.1. Product market  
(37) Short -sea shipping involves the provision of regular, scheduled, intracontinental 
(usually, costal trade) services for the carriage of cargo by shipping companies.63  
(38) In previous decisions , the Commission left open whether short -sea shipping 
services should be part of a broader door-t o-door multimodal transport services 
market , encompassing all modes of transport by sea, rail and road.64 However, in 
CMA  CGM/OPDR , the majority of respondents to the market investigation 
indicated that short -sea container shipping should be distinguished from other 
modes of transport as a separate market.65  
(39) The Commission has also distinguished short -sea container shipping from long -sea 
container shipping  (i.e., deep-sea shipping)66 and has considered that  non-liner 
shipping services (i.e., charter, tramp or speciali sed transport services) are not part 
of the short -sea container shipping market.67 
(40) In addition, the Commission has considered that short -sea container shipping could 
be distinguished  from roll -on/roll -off (“ RoRo”) shipping , on the  one hand, and bulk 
shipping  (i.e., non-containerised shipping), on the other hand.68  
(41) RoRo vessels usually transport wheeled cargo (trucks, trailers, cargo or containers 
on trailers) and have built -in ramps for the “rolling -on” and “rolling -off” of the 
                                                 
61  Non-confidential replies to Questionnaire for freight forwarders, question 2.  
62  Non-confidential replies to Questionnaire for freight forwarders, questions 43- 45. 
63  See, for instance: M.9093 – DP World Investments/Unifeeder , para . 30. With respect to short sea 
container shipping services see also: M.9319 – DP World/P&O Group, para. 19. 
64  See, for instance: M.9319 – DP World/P&O Group, para. 20; M.9093 – DP World 
Investments/Unifeeder , para . 31; M.8330 – Maersk Line/HSDG , para. 19; M.7523 – CMA CGM/OPDR , 
para. 48.  
65  M.7523 – CMA CGM/OPDR , para. 41.  
66  See, for instance, Commission decision in cases: M.8330 – Maersk Line/HSDG , para. 19; M.7523 –  
CMA CGM/OPDR , paras. 49 and 51.  
67  See, for instance, Commission decision in cases: M.8330 – Maersk Line/HSDG , para. 19; M.8120 –  
Hapag- Lloyd/United Arab Shipping Company , para. 10; M.7523 – CMA CGM/OPDR , para. 49. Non-
liner shipping distinguishes itself from liner sh ipping because of the regularity and frequency of the 
service.  
68  M.7523 – CMA CGM/OPDR , para. 39;  M.3829  – Maersk/ PONL , para. 7; M.3973  – CMA 
CGM/Delmas , para. 6; M.5398 – Hutchison/Evergreen , para. 12; M.5756 – DFDS/Norfolk , paras. 11 
and following; M.6305 – DFDS/ C.RO Ports/Älvsborg, para. 19; M.7268 – CSAV/ HGV/ Kühne 
Maritime/ Hapag- Llyod AG , paras. 15 and following.   
 
 
11 
 cargo .69 They  can be distinguished from (i ) RoPax70 vessels that transport cargo 
and passenger s (so cargo drivers can accompany their trucks ) and (ii) lift -on/lift -off 
(“LoLo ”) vessels that are primarily used  for the transport of containers .71  
(42) In DFDS/Norf olk, the market investigation confirmed that the freight transport on 
RoRo and RoPax vessels are substitutes for most products72 as they  can transport 
all types of unitized freight (i.e., containers but also other types of freight stored in 
standardized modes such as driver accompanied vehicles and unaccompanied 
vehicles) .73 In contrast, LoLo vessels are not substitutable because they aim at 
different cargo flows, they require terminals wit h container cranes and they take 
more time to load and unload.74 Accordingly, the Commission defined a market for 
short -sea unitised freight services, encompassing containers and other freight stored 
in standardized modes transported on Ro-Ro and Ro-Pax ves sels (i.e., driver 
accompanied vehicles and unaccompanied vehicles) .75  
(43) The Commission has also considered potential  distinction s: (i) between reefer 
(i.e., refrigerated or temperature -controlled) a nd dry (or non-reefer) services76, and 
(ii) between feeder services ( i.e. transport of cargo between hub ports and (smaller) 
outports ) and non-feeder services.77 However, the Commission has ultimately left 
the exact market definition open.  
4.2.1.1. The Notifying Part y’s view  
(44) According to DFDS, the relevant product market for the assessment of the Transaction is the market for the provision of short -sea shipping services for 
unitised cargo.
78 
(45) DFDS carries all categories of cargo, including ambient and temperature -controlled 
cargo, in both trailers and containers. If the cargo arrives in a RoRo trailer, it can be 
driven onto  the ship. If it is in a container, it can be lifted onto a rolling unit and 
then driven onto  the ship.79 Accordingly, DFDS submits that the relevant product 
market for the assessment of the Transaction is that of short -sea shipping services 
for unitised cargo, without further distinction between trucks and containers .80 
                                                 
69  M.5756 – DFDS / Norfolk , para. 11.  
70  Roll-on/roll -off passengers  (“RoPax”) . 
71  M.5756 – DFDS / Norf olk, para. 11. In  contrast with Ro -Ro shipping, in  Lo-Lo shipping, dock mounted 
cranes lift and stack containers on vessels . 
72  With the exception of the hazardous products, w hich cannot be transported on RoPax vessels. 
73  M.5756 – DFDS / Norfolk , para. 11.  
74  M.5756 – DFDS / Norfolk , paras. 13 -14. 
75  M.5756 – DFDS / Norfolk , para. 37.  
76  M.9319 – DP World/P&O Group, para. 22; M.9093 – DP World Investments/Unifeeder , para. 35; 
M.7523 – CMA CGM/OPDR , para. 50; M.6305 – DFDS/C.RO Ports/Älvsborg, paras. 19- 21.  
77  See, for instance, cases: M.9319 – DP World/P&O Group, para. 27; M.9093 – DP World 
Investments/Unifeeder , para. 35.  
78  Form CO, para. 244.  
79  Form CO, para. 239.  
80  Form CO, paras. 239 and 242. In this respect, DFDS explains that only […] customers of HSF use 
container transport and that HSF does not organise LoLo transportation to these customers. As a result, 
there is no vertical relationship between the Target and DFDS with respect to LoLo shipping (Form CO, 
para. 122, footnote 54).  
 
 
12 
 (46) As for feeder services, DFDS submits that they should be considered as a separate 
market81 and with regards to a possible distinction  between reefer and non-reefer  
services , DFDS explains that such segmentation would not be relevant82 as the 
frequency and duration of services are the same for both types of services.83 In this 
respect, DFDS further submits that short -sea shipping operators are equally able to 
transport either type of unit since reefer capacity can be adjusted easily in accordance with the customers’ needs.
84  
4.2.1.2. The Commission’s view  
(47) The Commission investigated whether other modes of transporta tion are 
substitutable to short -sea shipping services. In this respect, the market investigation 
elicited mixed results showing that the competitive pressure exerted by alternative 
modes of transportation (road transportation in particular) is stronger for certain 
routes than for others.  
(48) By way of illustration, respondents to the market investigation indicated  that other 
modes of transportation may constitute  viable alternative s to direct ferry lines 
between (i) Northern Europe (i.e. , France, Belgium, the Netherlands and Germany) 
and the British Isles  (via the Channel Tunnel),85 as well as (ii) Scandinavia and the 
Baltic region.86 
(49) In light of the results of the market investigation, the Commission concludes with 
respect to the routes between (i ) Northern Europe and the British Isles (via the 
Channel Tunnel) and (ii) Scandinavia and the Baltic region that the relevant 
product market includes both road transportation and short -sea shipping services. 
For the other routes, because the market investigation elicited mixed results, the 
Commission will assess the Transaction under the narrowest plausible product 
market definition (i.e., short -sea shipping services, to the exclusion of alternative 
modes of transportation). 
(50) The Commission also investigated whether RoRo, RoPax and LoLo services 
belong to the same market. In this regard, t he market investigation has confirmed 
the relevance of a distinction between RoRo and RoPax, on the one hand, and 
                                                 
81  Form CO, para. 3, footnote 3. In this respect, DFDS notes however that these services are generally  
provided in the context of deep- sea shipping and DFDS does not provide feeder services . 
82  Form CO, para. 241.  
83  Form CO, para. 241.  
84  Form CO, para. 242. Plugs for refrigerated transport can be turned on and off, and additional plugs may 
be added bringing on -board a power generator. This means that reefer capacity can be adjusted easily in 
accordance with customer needs.  
85  Non-confidential replies to Questionnaire for ferry operators, questions 19.6, 19.6.1 and 25; Non-
confidential replies to Q uestionnaire for freight forwarders, question 26.2. Likewise, the Parties 
explained for instance that HSF [i nformation on HSF’s current business strategy ] and that the alternative 
routes it uses include the Eurotunnel (see Notifying Party’s reply to RFI 11, question 2). The fact that there was no direct ferry line between France and the Republic of Ireland before 2021 also shows the possibility to use alternative modes of transportation on this country -pair (Notifying Party’s reply to 
RFI 11, question 2).  
86  Several freight forwarders active on this route explained that they significantly rely on modes of transportation other than direct ferry lines (See non- confid ential replies to Questionnaire for freight 
forwarders, question 26.2; non -confidential replies to Questionnaire for ferry operators, questions 19.3 
and 19.3.1). Likewise, the Parties confirmed for instance that HSF [ information on HSF’s current 
business strategy ]. (see Notifying Party’s reply to RFI 11, question 2).  
 
 
13 
 LoLo services , on the other hand. A ll freight forwarders use RoRo vessels, alone or 
together with LoLo vessels, whereas certain freight forwarders do not use LoLo 
vessels.87 In addition, several market participants stressed that LoLo vessels take 
longer to load and unload so they do not constitute a credible alternative to 
transport fresh cargo.88 
(51) The market investigation also suggested  that a market for unitised cargo  (including 
containers and trailers ) would be relevant . Although freight forwarders mostly use 
wheeled transport vehicles (i.e., trailers)89, the Commission notes that  DFDS 
carries cargo in both trailers and containers , which  contain all categories of cargo.90 
This was also confirmed by other ferry operators.91  
(52) Concerning the potential distinction between reefer and non-reefer services,  freight 
forwarders  explained that the transport  of cold cargo requires special equipment on 
the ferries (i.e., electricity plug -ins), power for coolers and temperature checks 
during the trip.92 As a result, prices tend to be higher for the transport of cold cargo 
than for ambient cargo.93 This would suggest that a further segmentation between 
cold cargo and ambient cargo is  relevant . However, the vast majority of ferry 
operators confirmed that they could transport both cold and ambient cargo.94 For 
instance, one ferry operator explained that “all ferry/roro services offer plus 
facilities for reefer units ”.95 
(53) For the purpose of the assessment, in connection with the routes between 
(i) Northern Europe - British Isles, and (i i) Scandinavia - the Baltic region, the 
Commission will analyse the effect of the T ransaction on a product market 
including both road transportation and short -sea shipping for the transport of 
unitised freight cargo on RoRo and RoPax vessels (i.e., excluding LoLo shipping 
and bulk shipping). As for the other routes, the Commission will analyse the effect 
of the Transaction on a product market limited to short -sea shipping services for 
the transport of unitised freight cargo on RoRo and RoPax.96 
4.2.2. Geographic market  
(54) In previous  decisions, the Commission defined the geographic market for short -sea 
shipping  services by reference to corridors , i.e. ranges of ports at each side of each 
                                                 
87  Non-confidential replies to Questionnaire for freight forwarders, question 32: 56% of the respondents 
use only RoRo and RoPax vessels, whereas 44% of them use both RoRo and LoLo vessels.  
88  Non-confidential replies to Questionnaire for freight forwarders, question 32.1: “[We use] only ro/ro 
vessel due to speed and fast transit as well as availability of departues throughout the week ”. Non -
confidential replies to Questionnaire for freight forw arders, question 32.1: “ Ro/Ro is the only alternative 
[w]hen[?] going to UK with fresh products with short lead time ”. 
89  Non-confidential replies to Questionnaire for freight forwarders, question 32.1.  
90  Form CO, para. 239.  
91  Non-confidential replies to  Questionnaire for ferry operators, question 1.1.  
92  Non-confidential replies to Questionnaire for freight forwarders, question 30.1.  
93  Non-confidential replies to Questionnaire for freight forwarders, question 30.  
94  Non-confidential replies to Questionnaire for ferry operators, question 5.  
95  Non-confidential replies to Questionnaire for ferry operators, question 19.1.1.  
96  The Commission will not assess the effects of the Transaction on a broader market encompassing door -
to-door intermodal tran sport services, since the market shares of DFDS on this broader market will be 
diluted as DFDS only provides short -sea shipping services.  
 
 
14 
 trade route.97 While leaving the question open, the Commission adopted the same 
approach with respe ct to short -sea unitised freight services  with a potential sub-
segmentation by country-pair .98 
(55) By way of illustration, in DFDS/Norfolk , a majority of respondents to the market 
investigation pointed at separate markets for unitised freight services by sea 
between: ( i) the UK and the Benelux, (ii) the UK and Norway, (iii) the UK and 
Sweden, and (iv) the UK and D enmark.99 
(56) The Commission also considered a further delineation between the different  legs of 
trade. A leg of trade is defined as one of the two directions of a trade (e.g., on the 
trade connecting Scandinavia  to the UK and back, Scandinavia -UK is the first leg 
and UK -Scandinavia is the second leg).100 
4.2.2.1. The Notifying Part y’s view  
(57) DFDS considers that the market for short -sea shipping should be segmented on the  
basis of single trades101 with a further distinction between each leg of trade, given 
that the conditions of demand differ in each direction of trade.102 
(58) However, DFDS considers that a definition of each trade by country pairs or on a 
port-port basis is not relevant103. In the case at hand , DFDS considers that trade 
legs should be defined by reference to the following  ranges of ports104: (i) the 
British Isles ( i.e. the UK and Republic of Ireland)105; (ii) Scandinavia 
(i.e., Denmark, Finland, Norway and Sweden)106; (iii) Baltic region (i.e., Estonia, 
Poland, Latvia and Lithuania )107 and (iv) Northern Europe (i.e., the Netherlands, 
Belgium, Germany and Northern France).  
4.2.2.2. The Commission’s view   
(59) The market investigation confirmed that the broadest plausible market definitio n 
for short -sea shipping services corresponds to trade routes  (i.e., corridors) with a 
possible  further segmentation by country-pairs  on some routes.  
                                                 
97  See, for instance: M.8330 – Maersk Line/HSDG , para. 20; M.6305 -  DFDS/C.RO PORTS/ ÄLVSBORG , 
paras. 24- 28; M.5756 -  DFDS/ Norfolk , paras.18- 20; M.2838 -  P&O STENA LINE (HOLDING) 
LIMITED , paras.15- 16; Case IV/36.253-  P&O Stena Line, para. 38.  
98  M.5756 -  DFDS/ Norfolk , paras . 18-20. 
99  M.5756 -  DFDS/ Norfolk , para. 19.  
100  M.7523 – CMA CGM/OPDR , paras. 54  and 60  ; M.9093 – DP World Investments/Unifeeder , para. 36; 
M.8330 – Maersk Line/HSDG , para. 20. 
101  Form CO, paras. 245- 246. 
102  Form CO, para. 246.  
103  Form CO, para. 247.  
104  Form CO, para. 251.  
105  In this respect, DFDS refers to the Commission’s precedents in cases  M.7523 – CMA CGM/OPDR , 
paras. 56 and 58; M.9016 – CMA CGM/Container Finance , para. 42 (Form CO, para. 251, 
footnote  119).   
106  M.9016 – CMA CGM/Container Finance , para. 42 (Form CO, para. 251, footnote 120).  
107  In this respect, DFDS refers to the Commission’s precedents in cases M.9016 –  CMA CGM/Container 
Finance , para. 42, in which the Commission endorsed a definition of the Baltic region as including 
Estonia, Latvia and Lithuania (Form CO, para. 251, footnote 121). In addition, DFDS explains that it 
considers Poland substitutable from a demand- side perspective with routes to and from Estonia, Latvia 
and Lithuania (Form CO, footnote 121).  
 
 
15 
 (60) In the case at hand , the Transaction may give  rise to vertically affected markets , at 
corridor and/or country-pair level108, on the following routes : (i) Scandinavia – 
British Isles , (ii) Northern Europe – Baltic region ,  (iii ) Northern Europe  – British 
Isles109, (iv) Scandinavia – Baltic region .110 
(A) Scandinavia – British Isles  
(61) The Commission investigated whether the relevant geographic market corresponds 
to a trade corridor including all Scandinavia n ports , on one end, and all ports from 
the British Isles  (i.e., the UK and the Republic of Ireland), on the other end.  
(62) The results from the market investigation elicited mixed results , which , on balance, 
did not confirm the P arties’ submission that Scandinavia  and the British Isles 
constitute relevant ends  of trade .  
(63) Concerning Scandinavia , several freight forwarders confirmed that Norwegian  
ports are substitutabl e with the port  of Gothenburg (Sweden). Likewise, several 
freight forwarders explained that Swedish  ports are substitutable with the port of 
Esbjer g (Denmark).111 However, a  significant freight forwarder explained that 
Swedish ports, Norwegian ports and Dani sh ports are not substitutable.112 
Concerning British Isles, all the responses received in this respect  explained that 
there is no  port substitutable with  UK ports.113 
                                                 
108  The Parties were not able to provide volume and value market shares for every route. For the purpose of 
the assessment and for the sake of consistency, the Commission relied on capacity market shares to list affected trade routes (Form CO, Annex 21).  
109  On a country -pair basis, the country pairs that could be potentially affected on this route would be 
between the Netherlands and the UK, the Republic of Ireland and France, Germany and the UK. On these country -pairs DFDS confirmed that its market share would be below 30% if road transportation 
via the Channel Tunnel is taken int o account (response to RFI 12, question 4). In this respect, as 
explained above, the market investigation confirmed the Parties’ submission that road transportation (via the Channel Tunnel) is a viable alternative to direct ferry lines between France, Belg ium, the 
Netherlands and Germany, on the one hand, and the UK, on the other hand. In any event, none of the market participants expressed concern in connection with this country pair (see non -confidential replies 
to Questionnaire for freight forwarders, qu estion 3; non -confidential replies to Questionnaire for 
shippers, question 19). Therefore, this trade route will not be further examined.  
110  On a country -pair basis, the country pairs that could be potentially affected on this route would be 
between Sweden  and Lithuania, Denmark and Lithuania, Sweden and Estonia. On these country- pairs 
DFDS confirmed that its market share would be below 30% if road transportation is taken into account. In this respect, as explained above, the market investigation confirmed the Parties’ submission that road transportation is a viable alternative to direct ferry lines between Scandinavia ( i.e., Denmark, Sweden, 
Norway, Finland) on the one hand, and the Baltic region ( i.e., Lithuania, Latvia, Estonia as well as 
Poland) on the o ther hand. In any event, none of the market participants expressed concern in connection 
with this country pair (see non- confidential replies to Questionnaire for freight forwarders, question 3; 
non-confidential replies to Questionnaire for shippers, quest ion 19). Therefore, this trade route will not 
be further examined.  
111  Non-confidential replies to Questionnaire for freight forwarders, question 37.  The responses were the 
same for ambient and cold cargo.  
112  Non-confidential reply to Questionnaire for freight forwarders, question 37.  The response concerned 
only cold cargo. 
113  Non-confidential replies to Questionnaire for freight forwarders, question 37.  The responses were the 
same for ambient and cold cargo.  
 
 
16 
 (64) Accordingly, the Commission will analyse the Transaction under the narrowest 
plausible market definition, that is  the country pairs between Scandinavia and the 
UK ( i.e., Denmark – UK, Sweden – UK, Norway – UK).114 
(65) In addition, the Commission examined whether indirect routes via Dutch , Belgian 
and French ports as well as the Channel Tunnel could constitute credible 
alternatives to direct ferry lines between Scandinavian countries (especially 
Denmark, Sweden and Norway) and the British Isles, more specifically the UK . In 
this respect, t he market investigation elicited mixed results.  
(66) On the one hand, the market investigation pointed towards several elements 
suggesting that there would be no perfect alternative to direct ferry lines between 
the country-pairs of Scandinavia and the UK.  In this regard, because HSF is 
speciali sed in cold  cargo  freight forwarding, the Commission adopted a 
conservative approach and focused on the substitutability of alternative routes from 
the point of view of cold cargo  freight , which is the most time sensitive . 
(67) First,  from a demand-side perspective, according to several market participants, 
driving to Dutch, Belgian or French ports would not be a  perfect substitute . For 
instance , several freight forwarders active between Scandinavia and the UK 
explained that going by road and then crossing by ferry from the Netherlands or Belgium or via the Channel Tunnel would not be a competitive alternative  for cold 
cargo freight forwarding ,
115 especially for routes between Sweden and Norway to 
the UK.116  
(68) Likewise , several freight forwarders active between Scandinavia and the UK  
explained that going  by road from Scandinavia  and then crossing the Channel via 
the Eurotunnel would not be a competitive alternative.117  
(69) Second, cold cargo  freight forwarders using DFDS’ ferries  between Scandinavia 
and the UK actually ship most of their cold cargo (around 90%) from Scandinavia 
to the UK by direct ferry. Alternative routes represent only around 10% of their 
cold cargo from Scandinavia to the UK. For these freight forwarders, t he direct 
ferry lines between Scandinavia and the UK seem to be more attractive.  
(70) Third, according to the Parties’ data, shipping cold cargo from Scandinavia to the 
UK other than via direct ferry lines  would be  at least 20% more  expensive .118 This 
confirms  that alternative routes would be less attractive for freight forwarders . 
                                                 
114  As for Finland, DFDS does not operate any direct ferry line between Finland and the UK.  
115  Non-confidential replies to Questionnaire for freight forwarders, questions 38 and 39. One freight 
forwarder, for instance, explained that “The price difference is too high – this would not be a cost 
competitive solution for most ports, particularly in the Nordics, Baltics and some North European 
markets. Such other routing would also add more transportation time which would easily render the alternative less viable for most types of cargo” (non- confidential reply of a market participant to 
Questionnaire for freight forwarders, question 38.2).  
116  According to a freight forwarder: “ it is easier to go by road from Denmark to the UK than from Sweden 
or Norway ” (non-confi dential  minutes of the call with  a market participant on 26 August 2021).  
117  According to one freight forwarder: “ It is absolutely not possible [ to go by road and then cross the 
Channel via the Eurotunnel ] due to economic, operational and time factors. Got henburg is the main 
corridor and going to other ports like in Benelux or even the Channel is both very expensive due to distance and the complication of getting another setup to return trailers ” (non- confidential replies to 
questionnaire for freight forwar ders, question 38.2). 
 
 
17 
 (71) On the other hand, several elements suggested  that cold cargo freight forwarders 
actually use alternative routes.  
(72) First,  the market investigation showed that  a number of cold cargo  freight 
forwarders active between Scandinavia and the UK frequently use routes other than  
direct ferry lines. These market participants  include significant players in the cold 
cargo freight forwarding segment .119 
(73) Second, several freight forwarders relying on direct ferry lines to transport cold 
cargo between Scandinavia and the UK have confirmed that they could use 
alternative routes if required when there are capacity constraints on the ferries or 
when the sailing schedules of ferries are not convenient .120  
(74) One cold cargo  freight forwarder speciali sed in the transport of Norwegian salmon 
to the UK explained for instance that it prefers to use the ferry line between 
Sweden and the UK instead of the ferry line between Norway and the UK because 
the sailing schedu les of the latter ferry line are not convenient for the product flows 
of this market participant .121 The same cold  cargo  freight forwarder further 
explained that it uses alternative routes “ from time to time, but only if DFDS has no 
capacity on  [Gothenburg -Immingham] , because we can’t wait for the next ferry, so 
in that case we are forced to go via Benelux ”.122 
(75) Third, several shippers also confirmed that they can use alternative routes .123 From 
2013 to 2018, for instance, [customer] used HSF to transport cold cargo ( including 
full truckloads) from Denmark to the UK via the Netherlands .124 Today, to some 
extent [customer] continues to transport cold cargo to the UK via the Netherlands, 
Belgium and even the Channel Tunnel.125 
(76) For the purpose of this decision, however, the exact geographic market definition for short -sea shipping between Scandinavia and the UK can be left open, as the 
Transaction does not raise serious doubts as to its compatibility with the internal market unde r any plausible market definition.  Accordingly, the Commission will 
assess the effects of the Transaction below on a market for short -sea shipping 
                                                                                                                                                   
118  Non-confidential replies to Questionnaire for freight forwarders, question 39.1.  
119  “[our company]  is not using DFDS services to the UK because the schedule of its ferries is not 
convenient for [our company]. [Our company] transpor ts fresh salmon from Norway to the UK mostly 
by road (with a lead tome between 2 -3 days) ”, non-confidential  mi nutes o f a  call with a market 
participant of 30 June 2021, para. 4. See also non -confidential replies of a market participant to follow -
up request  of information of 25 August 2021, question 1a.  
120  Non-confidential replies to Questionnaire for freight forwarders, question 39; non -confidential replies of 
a market participant to follow -up questions of 25 August 2021.  
121  Non-confidential  mi nutes o f a  call with a market participant of 27 August 2021.  
122  Non-confidential replies to Questionnaire for freight forwarders, question 39.  
123  According to one shipper for instance: “ It is always possible to drive “around” and avoid all feries , but 
this will cos t extra in addition to longer transit. Usually a bad solution. When the weather does not 
allow it, we have to send trucks by road all the way ” (non- confidential replies to questionnaire  to 
shippers, question 16.2,).  
124  Notifying Party’s reply to RFI 8, que stion 15, n on-confidential  minutes of a  call with a market 
participant of 26 August 2021, para. 3.  
125  Non-confidential  mi nutes o f a  call with a market participant of 26 August 2021, para. 4.  
 
 
18 
 services for unitised cargo between Scandinavia and the British Isles ,126 with a 
further segmentation by country-pair  and to the exclusion of indirect routes .  
(B) Northern Europe – Baltic  region  
(77) The Commission investigated whether the relevant geographic market corresponds 
to a trade corridor including all Northern European ports (i.e., Northern France, 
Netherlands, Belgium, Germany) at one end of the leg, and all ports from the Baltic 
region (i.e., Lithuania, Latvia, Estonia as well as Poland) on the other end of the 
leg.  
(78) Several market participants  confirmed that ports in Northern Europe (i.e., Northern 
France, Neth erlands, Belgium, and Germany) are substitutable with one another.127 
However, the responses of certain market participants suggest that German ports would not be substitutable to other ports in France, Netherlands and Belgium.
128 
(79) Regarding the Baltic  region, on the other hand, several market respondents 
confirmed that the ports in the Baltics (i.e., Latvia, Lithuania and Estonia) are 
substitutable with one another.129 According to another market participant for 
ambient cargo, the port of Gdynia in Poland would also be substitutable with Lithuanian ports.
130  
(80) For the purpose of the assessment, however, the Commission will analyse the Transaction under the narrowest plausi ble market definition, that is  the country 
pairs between Northern Europe and the Baltic region (i.e., Germany - Lithuania ). 
(81) The Commission also examined whether indirect routes could constitute credible 
alternatives to direct ferry lines between Northern E urope and the Baltic  region for 
freight forwarders. In this respect  again , the market investigation elicited mixed 
results.  
(82) On the one hand, several market participants explained that direct ferry lines are 
more attractive than alternative routes, includi ng alternative means of 
transportation. One freight forwarder transporting both ambient and cold cargo explained that “ it would not be a competitive solution for most ports, particularly 
in the Nordics, Baltics and some North European markets. Also getting  capacity in 
place for trucking, rest period for drivers would unfavourably impact the set -up 
significantly – as well as getting the trailer equipment into the right flows. 
Congestion on road side would also make this alternative less attractive –  not 
forgetting environmental impact, which is having higher concern from our 
customers than earlier ”.
131 
(83) Another freight forwarder transporting ambient and cold cargo explained in the same vein that “ Road is not a viable alternative due to the extra costs due to 
                                                 
126  In a conservative approach, the Commission focuses on the ferry lines between Scandinavia and the UK 
(because DFDS does not operate any ferry line between Scandinavia and Ireland). On such a broader market, DFDS’ market share would be diluted.  
127  Non-confidential replies to Questionnaire for freight forwarders, question 39.  
128  Non-confidential replies to Questionnaire for freight forwarders, question 39.  
129  Non-confidential replies to Questionnaire for freight forwarders, question 39.  
130  Non-confidential replies to Questionnaire for freight forwarders, question 39.  
131  Non-confidential replies to Questionnaire for freight forwarders, question 40.  
 
 
19 
 additional required equipment, additional required personnel and, especially when 
it comes to the road mode, it would result in additional CO2 emission. When it 
comes to rail mode, the issue of imbalanced cargo flows plays important role and 
very important factor to mention is foreseen provisions of the mobility package 
which would require return of the truck to the country of registration, therefore rail 
mode would become the least acceptable option leaving only ferry and road as 
relatively acceptable ”.132 
(84) A th ird freight forwarder also mentioned “ additional factors like limited 
permissions crossing the Polish border that might limit our possibilities to use the road as an alternative. The rail alternative do not have well -developed service to 
use it as an option”.
133 
(85) On the other hand, several respondents confirmed that they actually use alternative 
routes to transport cargo from Northern Europe to the Baltics. A  freight forwarder 
transporting both amb ient and cold cargo explained, for instance, that it uses 
various routes to/from the Baltic region, via Northern German ports, over land via 
east-coast Sweden or direct line out of Fredericia port in Denmark into Klaipeda  in 
Lithuania .134 
(86) Likewise , another freight forwarder explained that the “ Baltic sea is better covered 
by alternatives ” and that it can use trucks to transport products between Northern  
Europe to the Baltics via Poland.135 
(87) For the purpose of this decision, however, the exact geographic market definition 
for short -sea shipping between Northern Europe a nd the Baltic  region can be left 
open, as the Transaction does not raise serious doubts as to its compatibility with the internal market under any plausible market definition. Accordingly, the 
Commission will assess the effects of the Transaction below on a market for short -
sea shipping services for unitised cargo between Northern Europe and the Baltic  
region with a further segmentation by country-pair and to the exclusion of indirect 
routes.
136 
(C) Northern Europe  – British Isles  
(88) The Commission investigated whet her the relevant geographic market corresponds 
to a trade corridor including all Northern European ports (i.e., Northern France, 
Netherlands, Belgium, Germany) at one end of the leg, and all ports from the 
British Isles ( i.e., the UK and the Republic of Ireland ) on the other end of the leg. 
(89) As previously explained, s everal market participants  confirmed that ports in 
Northern Europe (i.e., Northern France, Netherlands, Belgium, and Germany) are 
substitutable with one another.137 However, the responses of certain market 
participants suggest that German ports would not be substitutable with other ports 
                                                 
132  Non-confidential replies to Questionnaire for freight forwarders, question 40.  
133  Non-confidential replies to Questionnaire for freight forwarders, question 40.  
134  Non-confidential minutes of a  call with a market participant  of 4 June  2021, para. 14.  
135  Non-confidential replies to Questionnaire for freight forwarders, question 40.  
136  As explained in further detail below, at the level of country pairs, the only vertically affected market is 
the route between Germany and Lithuania where DFDS’ market share for direct short -sea shipping 
services upstream is above 30%. The Commission thus focused its assessment on this country -pair. 
137  Non-confidential replies to Que stionnaire for freight forwarders, question 39.  
 
 
20 
 in France, Netherlands and Belgium.138 Rega rding the British Isles, only one 
respondent expressed the view that UK ports were not substitutable to other ports.  
(90) However, the exact market definition can be left open, as the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market under any 
plausible market definition. For the purpose of the assessm ent, the Commission 
will analyse the Transaction on a country-pair basis , to the exclusion of indirect 
routes . 
(D) Scandinavia – Baltic region  
(91) The Commission investigated whether the relevant geographic market corresponds to a trade corridor including all Scandinavian ports (i.e., Denmark, Sweden, 
Norway) at one end of the leg, and all ports from the Baltic region (i.e., Lithuania, 
Latvia, Estonia as well as Poland) on the other end of the leg. 
(92) As explained above, several freight forwarders confirmed that Norwe gian ports are 
substitutable with the port of Gothenburg (Sweden). Likewise, several freight 
forwarders explained that Swedish ports are substitutable with the port of Esbjerg 
(Denmark).
139 However, a significant freight forwarder explained that Swedish 
ports, Norwegian ports and Danish ports are not substitutable.140  
(93) As for the Baltics, several market respondents confirmed that the ports in the 
Baltics ( i.e., Latvia, Lithuania and Estonia) are substitutable with one another.141 In 
addition, one market participa nt for ambient cargo explained that the port of 
Gdynia in Poland would also be substitutable to Lithuanian ports.142  
(94) However, the exact market definition can be left open, as the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market under any 
plausible market definition. Accordingly, the Commission will analyse the Transaction under the narrowest plausible market definition, that is  the country 
pairs between Scandinavia and the Baltic region, to the exclusion of indirect routes . 
5. C
OMPETITIVE ASSESSMEN T 
(95) The Parties’ activities overlap in the provision of freight forwarding services. HSF 
is specialised in cold  cargo  freight forwarding, especially for fresh products, 
whereas DFDS is primarily active in ambient cargo freight forwarding, with 
limited activities in cold cargo freight forwarding.143 As a result, the Parties’ 
                                                 
138  Non-confidential replies to Questionnaire for freight forwarders, question 39.  
139  Non-confidential replies to Questionnaire for freight forwarders, question 37.  The responses were the 
same for ambient and cold cargo.  
140  Non-confidential replies to Questionnaire for freight forwarders, question 37.  
141  Non-confidential replies to Questionnaire for freight forwarders, question 39.  
142  Non-confidential replies to Que stionnaire for freight forwarders, question 39.  
143  DFDS’ current business in cold cargo freight forwarding is limited to the UK and Ireland (Form CO, 
para. 153). DFDS’ activities to- date in cold cargo freight forwarding have largely been the result of 
historical acquisitions. For example, through its acquisition of Norfolkline in 2010, DFDS assumed 
Norfolkline’s freight forwarding activities (including cold chain transportation in the UK) and opted to continue operating this business but not extend it to ot her countries (Form CO, para. 153, footnote 72). 
However, DFDS submitted that it has an ambition to grow the cold chain part of its logistics business (Form CO, para. 37).  
 
 
21 
 activities in freight forwarding are relatively complementary and primarily overlap 
on cold cargo freight forwarding. Accordingly, the Commission will focus its 
assessment on the overlap for cold cargo freight forwarding.  
(96) DFDS also provides short -sea shipping services (i.e. ferry services) which are an 
input to the provision of freight forwarding services; freight forwarders are thus 
customers of ferry companies. As a consequence, the Transaction gives rise to 
vertical relationships between (i ) DFDS’  activities upstream on the markets for 
short -sea shipping services and (ii) the Parties’ activities downstream on the 
markets for freight forwarding.  
(97) The horizontal and vertical relationships arising as the result of the Transaction will 
be further assessed below.  
5.1.  Horizontal effects  
(98) While t he Parties’ activities overlap horizontally in the provision of freight 
forwarding services , the Transaction only gives rise to horizontally affected 
markets in the market for the provision of cold cargo  freight forwarding services 
for the country pair Denmark-UK144 (when taking into account indirect 
transportation modes ).145 Indeed, if indirect transportation modes via Northern 
European routes such as the Netherlands and the Eurotunnel are taken into account, HSF estimates its market share to be around [20-30]% for the Denmark - UK 
country pair (and less than [10-20]% for the Scandinavia – UK corridor)
.146  
(99) The Commission notes however that  DFDS’ individual market share in cold cargo 
freight forwarding between Denmark and the UK is negligible and estimated to be  
less than [0-5]%.147 The resulting market share is therefore almost entirely 
attributable to the Target’s business in Denmark and the increment brought about 
by the Transaction is insignificant.  
(100) The Parties do not appear to be close competitors since: (i ) HSF is specialised in 
cold cargo freight forwarding whereas the presence of DFDS on this segment is 
currently very limited, (ii) DFDS does not [i nformation on DFDS’s current 
business strategy], whilst the Target uses both the direct ferry route and indirect 
routes via the Netherlands and the Eurotunnel, (iii) the vast majority of the Target’s 
volumes between Denmark and the UK are transported via the Netherlands. In 
addition, there are several other freight forwarders active in this market which is 
very fragmented.148 For instance, DSV is one of the Parties’ main competitors 
active in this market, with an estimated market share well above [10-20]%. Other 
                                                 
144  See Notifying Party’s reply to RFI 11, question 1 .  
145  DFDS provided different m arket share estimates for freight forwarding depending on the relevant 
delineation of the product market . See below under Section 5.2.2 information on the Parties’ 
downstream market shares, which remain below 20%.  
146  See Notifying Party’s  reply to RFI 6, question 6 . The Parties confirmed that no other market would be 
horizontally affected when taking into account indirect transportation modes (see Notifying Party’s reply 
to RFI 11, question 1).  
147  See Table 2 below.  
148 For instance, DFDS  estimate s that there are at least 12 other freight forwarders offering cold -freight 
forwarding services between Denmark and the UK. DFDS also notes that on the basis of a report “Europe Refrigerated Transport Vehicles Market: 2015- 2026”  by IMARC market research, the total 
EEA fleet of refrigerated transport vehicles is approximately 1.2 million units and the Parties’ combined share of this total is less than [0 -5]%. See Notifying Party’s reply to RFI 9, question 2 c. 
 
 
22 
 freight forwarders, such as Girteka, Bring and Nagel are also competing with the 
Parties on this market with a combined estimated market share of up to 
[30-40]%.149 
(101) Finally, the majority of market participants responding to the Commission’s market 
investigation did not raise any horizontal competition concerns  with respect to 
freight forwarding.  
(102) Based  on the above, the Transaction does not give rise to serious doubts as to its 
compatibility with the internal market with respect to horizontal overlaps in freight 
forwarding, including  on any putative horizontally affected market for cold cargo  
freight forwarding between Denmark and the UK. 
5.2.Vertical effects  
5.2.1. Legal framework  
(103) A merger can entail non -horizontal effects when it involves companies operating at 
different levels of the same supply chain or in closely related markets. Pursuant to the Non-Horizontal Merger Guidelines,
150 non-horizontal mergers do not entail the 
loss of direct competition between merging firms in the same relevant market and provide scope for efficiencies. However, there are circumstances in which non-
horizontal mergers may significantly impede effective competition. This is in 
particular the case if they  give rise to foreclosure.
151  
(104) In assessing potential vertical effects of a merger, the Commission analyses 
whether a merger results in foreclosure so that actual or potential rivals' access to 
supplies or markets is hampered or eliminated as a result of the  merger , thereby 
reducing those companies' ability and/or incentive to compete.152 Such foreclosure 
may discourage entry or expansion of rivals or encourage their exit. Foreclosure thus can be found even if the foreclosed rivals are not forced to exit the ma rket. It is 
sufficient that the rivals are disadvantaged and consequently led to compete less 
effectively. Such foreclosure is regarded as anti -competitive where the merging 
companies — and, possibly, some of their competitors as well — are as a result 
able to profitably increase the price charged to consumers. 
(105) The Non-Horizontal Merger Guidelines distinguish between two forms of 
foreclosure:  (i) input foreclosure, when access of downstream rivals to supplies is 
hampered;
153 and (ii) customer foreclosure, whe n access of upstream rivals to a 
sufficient customer base is hampered.154 
(106) In assessing both types of foreclosure, the Commission assesses whether the 
merged entity (i)  would have the ability to engage in foreclosure, (ii) whether it 
would have the incentive to do so, and (iii) what would be the overall impact on 
effective competition in the affected markets. 
                                                 
149  See Notifying Party’s reply to RFI 7, question 12.  
150  Commission 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. 6.  
151  Non-Horizontal Merger Guidelines, para. 18. 
152  Non-Horizontal Merger Guid elines, para s. 20-29.  
153  Non-Horizontal Merger Guidelines, para. 31.  
154  Non-Horizontal Merger Guidelines, para. 58.  
 
 
23 
 5.2.2. Overview of the vertically affected markets   
(107) In the case at hand, as explained above ,155 the Transaction gives rise to vertically 
affected markets , at corridor and/or country-pair level ,156 on the following routes  
(i) Scandinavia – British Isles, (ii) Northern Europe – Baltic region . In these 
affected trade corridors , HSF uses only DFDS on the  Esbjerg -Immingham ferry 
connecting Denmark and the UK in the British Isles -Scandinavia  trade corridor, 
and on the Kiel -Klaipeda ferry connecting Germany and Lithuania in the Northern 
Europe -Baltics  trade corridor. HSF does not use any provider of short -sea shipping 
services  on any other route s within the affected markets.157  
(108) The following table shows DFDS' market shares on the affected market segments 
for short -sea shipping services.  
Table 1. DFDS’ market share on the market for short-sea shipping services on the 
basis of capacity (upstream)  
Corridor ( same share for both 
directions of trade)  Market Share of 
DFDS  
Scandinavia/British Isles  [70-80]%  
Denmark/UK  100%  
Sweden/UK  100%  
Norway/UK158 [50-60]% 
Northern Europe -Baltics   [30-40]% 
Germany/Lithuania  [80-90]% 
Source: Form CO, Annex 21.  
(109) As for the downstream markets, DFDS provided different market share estimates depending on the relevant delineation of the product market. For instance, DFDS 
submitted that the Parties’ combined market shares  by volume  are below [5-10]% 
in the EEA and in any individual Member State when the overall (cold and 
ambient) freight forwarding services by land and sea
159 are considered  in 
international (i.e. cross -border) freight forwarding .160 Similarly, when outbound 
volumes of only ambient cargo161 freight forwarding  from one Member State to 
                                                 
155  See footnotes 111 and 112 above.  
156  The Parties were not able to provide volume and value market shares for every route. For the purpose of 
the assessment and for the sake of consistency, the Commission relied on capacity market shares to list affected trade routes (Form CO, Annex 21).  
157  Form CO, para. 207.  
158  The cargo transported between Norway and the UK include but are not limi ted to agricultural and 
fishery products that fall outside the scope of the EEA agreement. Although the exact nature of the 
products stored in the trailers and cargo cannot be determined precisely, these products also include ambient and cold products fall ing within the scope of the EEA agreement, w hich would thus be part of 
the relevant market. Accordingly, the Commission will assess the merger in relation to Norway with regard to all products falling within the scope of the EEA -agreement, in accordance wi th the principles 
and the approach set out in its communication on the definition of the relevant market.  
159  DFDS refers to it as “road transport” and explains that the total market sizes are based on Eurostat data 
in volume (tonnes) and include road and s ea freight on the relevant routes. The sea freight volumes are 
included in the totals, as all sea freight includes a road leg, which is not reflected in the road freight volumes in the Eurostat data. Form CO, Annex 10.  
160  Form CO, para. 200 and Annex 10.  
161  DFDS refers to it as “ non-temperature -controlled freight forwarding ”.  Form CO, Annex 10.  
 
 
24 
 other EU  countries  by land and sea162 are considered, DFDS submitted that the 
Parties’ combined market shares by volume are below [5-10]%.163  
(110) When outbound volumes of cold cargo freight forwarding from one Member State 
to other EU  countries  by land and sea164 are considered, the highest market shares 
of the Parties are in Denmark to other EU countries (HSF: [10-20]%; 
DFDS:  [0-5]%), the Netherlands to other EU countries (HSF: [5-10]%; 
DFDS:  [0-5]%), the UK to the EU (HSF: [0-5]%; DFDS: [0-5]%) and Germany to 
other EU countries (HSF [0-5]%; DFDS: [0-5]%).165 In all other markets from one 
Member State to the other EU  countries , the Parties’ combined market shares by 
land and sea for cold cargo freight forwarding are below [10-20]%.166 
(111) Given the fact that HSF is speciali sed in cold cargo freight forwarding and that 
cold cargo freight forwarding appears to present certain constraints in terms of transportation timing and required equipment and that DFDS operates the only 
direct short -sea shipping service between Denmark -UK and Sweden- UK, and faces 
limited competition on short -sea shipping  services between Norway -UK and 
Germany-Lithuania,
167 (see Section 4 above), the Commission considers that under 
the most conservative approach the Transaction shoul d be assessed on the basis of 
the potential segment for cold cargo freight forwarding. For this reason, DFDS 
provided market share estimates on the narrowest plausible market , i.e. the market  
for cold  cargo  freight forwarding on the  relevant  country pairs , including direct and 
indirect routes .168  
(112) The table below shows DFDS'  and HSF’s  market shares on such a potential market 
segment. 
                                                 
162  As explained above, DFDS refers to it as “road transport” and explains that the  total market sizes are 
based on Eurostat data in volume (tonnes) and include road and sea freight on the relevant routes . 
Form  CO, Annex 10.  
163  Form CO, para. 200 and Annex 10.  
164  As explained above, DFDS refers to it as “road transport” and explains that  the total market sizes are 
based on Eurostat data in volume (tonnes) and include road and sea freight on the relevant routes . 
Form  CO, Annex 10. With respect to domestic vs. international  freight forwarding , the Target estimates 
– given its focus on inter national freight forwarding – that the domestic cold  cargo  freight forwarding 
market shares will be lower than its international cold cargo freight forwarding market shares.  With 
respect to the  split between fresh and frozen, the Target was  unable to provi de a meaningful market 
share estimate . Form CO, paras. 203- 204. 
165  Form CO, para. 196 and Annex 10.  
166  Form CO, Annex 10.  
167  See Table 1 above.  
168  I.e., the market shares  provided by DFDS  take into account the volumes that HSF transports via indirect 
routes ( e.g. volumes transported by HSF from Denmark to the UK via the Netherlands or the 
Eurotunnel). As explained in Section 4 above, the Commission agrees with this view because the market 
investigation has show n that several of the Parties’  cold cargo  freight forwarding competitors are active 
on the relevant markets by way of alternative routes without using DFDS’ short -sea shipping input . 
 
 
25 
 Table 2. The Parties’ market share by volume on the potential market segment for 
cold cargo freight for warding on the relevant trade corridors /country pairs  
(downstream)  
Corridor  Market Share of 
HSF  Market Share of 
DFDS  
Scandinavia/UK  <[10-20]% <[0-5]% 
Denmark/UK  [20-30]%169 <[0-5]% 
Sweden/UK  <[0-5]% <[0-5]% 
Norway/UK  <[0-5]% <[0-5]% 
UK/Scandinavia  <[0-5]% <[0-5]% 
UK/Denmark  <[0-5]% <[0-5]% 
UK/Sweden  <[0-5]% <[0-5]% 
UK/Norway  <[0-5]% <[0-5]% 
Northern Europe -Baltics   <[0-5]% [0-5]% 
Germany/Lithuania  <[0-5]% <[0-5]% 
Baltics -Northern Europe  <[0-5]% [0-5]% 
Lithuania/Germany  [0-5]% <[0-5]% 
Source: Notifying Party’s reply to RFI 2, question 2; Notifying Party’s reply to 
RFI 8, questions 9, 10 and 11; Notifying Party’s reply to RFI 9, question 2; and 
Notifying Party’s reply to RFI 10, question 3.  
Notes: T he provided market shares take into account the volumes that HSF 
transports via direct and indirect routes.  
5.2.3. Input foreclosure  
(113) During the market investigation, the Commission has examined whether the 
merged entity would have the ability to substantially foreclose access to input, 
whether it would have the incentive to do so and whether any foreclosure strategy 
would have a significant detrimental effect on competition on the freight 
forwarding services on the narrowest plausible markets within the affected trades, 
                                                 
169  Including the volumes of [customer]. It should b e noted that [customer] (end customer) has a direct 
contract for short -sea shipping services between Denmark and the UK with DFDS, whereas haulage 
services for transporting cold cargo from [customer]’s facilities to the short -sea shipping terminal in 
Denma rk and from the short -sea terminal in the UK to its destination are provided by HSF. DFDS 
argues that [customer] volumes should not be included in the market share estimate of HSF because 
(i) [customer] decides on the shipping line of its cargo on its own and HSF is not involved in negotiating 
the ferry rate; ( ii) [customer]  will continue to determine its choice of shipp ing line and negotiate with it; 
(iii) the T ransaction does not weaken [customer]’s negotiation strength, which remains as it was prior to 
the Transaction. (See Form CO, para. 140, Notifying Party’s reply to RFI 2, question 2, Notifying 
Party’s reply to RFI 7, question 1, and Notifying Party’s reply to RFI 9, question 1). However, the Commission considers that [customer]’s volumes should be in cluded in calculating the market share of 
HSF as they represent HSF business . Moreover, post -Transaction, both contracts for haulage services 
and for short -sea shipping services will be serviced by the merged entity (at least until the expiry of such 
contr acts). Consequently, post -Transaction, [customer] will be a customer of the merged entity and not 
of other cold cargo freight forwarder(s). According to DFDS, if [customer]’s volumes were not attributed to HSF, HSF’s market share on Denmark -UK would be < [0-5]%. (See Notifying Party’s reply 
to RFI 9, question 1).  
 
 
26 
 namely between Scandinavia ( i.e. Denmark, Sweden and Norway) and the British 
Isles ( i.e. the UK) and between  Northern Europe (i.e. Germany) and the Baltic 
region (i.e. Lithuania).170 
5.2.3.1. The Notifying Party’s view  
(114) According to DFDS, it would have neither the ability nor the incentive to engage in 
an input foreclosure strategy post-Transaction. In this respect, DFDS submits that 
even if HSF were to divert volumes  to DFDS  post-Transaction, the se volumes 
would not materially affect DFDS’ market shares in the affected markets. In 
addition, it notes that the Target already uses DFDS’  short -sea shipping services for 
the limited volumes it carries within these regions.171 DFDS also notes that  
multiple options exist f or freight forwarders and other logistics providers to procure 
shipping services and that customers can and do use alternative routes in a given 
region.  
(115) DFDS also submits that it  has no incentive to raise prices, restrict access or degrade 
the terms or quality of service offered to existing and potential customers given the 
small revenue represented by HSF, the likelihood of customer switching and its 
desire to maximise capacity utilisation in order to minimise its ferry unit costs.172  
(116) In relation to the De nmark- UK route  specifically , DFDS submits that it lacks the 
ability to engage in an input foreclosure strategy because  its service is not an 
important input and that  there are several substitutable routes that could be used 
and are indeed currently used by the Target  and other cold cargo freight 
forwarders .173 DFDS submits that its upstream  margins are more than […] larger 
than HSF’s downstream margins  on this route  and therefore  it is unlikely to have 
an incentive to foreclose other freight forwarders since a blanket price increase on 
cold cargo shipping would cause substantial volumes to be switched which in 
return would caus e profits to be lost upstream . DFDS also arg ues that the Target 
would have limited scope to recapture business downstream because, it is only one 
of many freight forwarders on this route  and that it is multiple times smaller than 
DFDS ’ main cold cargo freight forwarding  customer on this route .174   
(117) In the same vein, DFDS argues that the merged entity will not have the ability and 
incentive to engage in input foreclosure on the Sweden -UK, Norway -UK and 
Germany-Lithuania routes , because ( i) DFDS ’ ferry service is not an important 
input to offering frei ght forwarding services ; (ii) an attempted foreclosure strategy 
would trigger substantial switching to alternative routes ; (iii) as both DFDS and the 
Target have only small market shares on the downstream market on these routes,175 
there is no reason to expe ct that the merger would cause a material change in 
                                                 
170 DFDS is not active on Finland -UK. Form CO, Tables 24 and 25.  
171  Form CO, para . 124.  
172  Form CO, para. 124.  
173  According to DFDS, [i nformation on HSF’s current business strategy] . RBB Economics submission on 
input foreclosure assessment  of 20  August 2021, page 2.  
174  Ibid and see, for instance, Notifying Party’s reply to RFI 8, question 15.  
175  When looking at the market shares of direct and indirect means of transport. I f a narrow (direct route 
only) market were considered, the T ransaction would not  give rise to vertically affected markets on the 
Sweden -UK and Norway -UK routes because [information on HSF’s current business strategy] . See 
Notifying Party’s reply to RFI 10, question 1.  
 
 
27 
 DFDS’ incentives ; and ( iv) input foreclosure would likely be unprofitable.176 
Consequently, DFDS submits that it would lack the ability or incentive to favor 
HSF post -Transaction by raising prices to its other freight forwarder customers or 
refusing to provide services to those other customers on the routes of concern 
where DFDS has a high market share and HSF is active as a customer.177 
5.2.3.2. Commission’s view  
(A) Ability  to forecl ose 
(118) The N on-Horizontal Merger Guidelines  point to three conditions , which are 
necessary for the merged  entity to have the ability to foreclose its downstream 
competitors, namely (i ) the existence of a significant degree of market power, 
(ii) the importance  of the input and (iii ) the absence of timely and effective counter-
strategies.178  
(A.i) Scandinavia- British Isles  
(119) The Commission’s market investigation has shown that ferry services are an 
important input for the freight forwarding services on the Denmark- UK, Sweden -
UK and Norway -UK country pairs, representing approximately […]% of the total 
costs of the freight forwarding service .179   
(120) As explained above, DFDS is the  only short -sea shipping operator on the Denmark-
UK (market share of 100%) and Sweden -UK (market share  of 100%) country pairs 
and has a considerable presence on the Norway-UK  country pair (market share of 
[50-60]%). 
(121) Despite these large market shares  and the ferry component being an important 
input , the market investigation has indic ated the existence of certain elements, 
which could constrain DFDS’ market power to some extent post -Transaction. 
(122) First, while a large number of respondents to the Commission’s market 
investigation indicated that DFDS' short -sea shipping services are a cri tical input 
for their cold and ambient  cargo  freight forwarding activities and that the 
competitive pressure exercised on DFDS  by other short -sea shipping operators 
active on  the other routes would be limited,180 some of the largest freight 
                                                 
176  Notifying Party’s reply to RFI 10, question 1.  
177  Form CO, para . 145.  
178  Non-Horizontal Merger Guidelines, para. 35. 
179  Notifying Party’s reply to RFI 2, question 8 and RBB Economics submission on input foreclosure 
assessment of 20 August 2021. Furthermore, o n the b asis of the information submitted by DFDS, it 
appears that the ferry component on various alternative routings  (e.g. via the Netherlands, North of 
France or the Eurotunnel ) is available at a roughly similar total cost. DFDS also noted that that the sea 
leg of the journey falls to […] % on the Dunkirk- Dover ferry route or […] % with the Eurotunnel. See 
Notifying Party’s reply to RFI 2, question 8 and Form CO, Annex 26(a) and (b).  
180  Non-confidential replies to Questionnaire for freight forwarders, quest ions 27, 27.3, 46, 46.2,  non-
confidential replies to Questionnaire to ferry operators, questions 22; 25 and 25.1, non-confidential 
minutes of a call with a market participant  of 1 June 2021, paras. 8- 10, non -confidential minutes of a 
call with a market partici pant of 27 August 2021, paras. 3-5. Some end customers also noted that the 
merged entity might have the ability to foreclose by explaining that “DFDS will have the ferry set up, 
the transportation set up, the set up in relation to some types of reusable (s ic) packaging materiel (sic)  - 
meaning that a bigger part of the total chain of value will be in their "hand"  [.] Can be difficult for other 
 
 
 
28 
 forwarders active  on the routes of concern (and in the region in general) noted that 
they either do not use the ferry services on the Denmark- UK, Sweden -UK and 
Norway -UK country pairs, or that they believe that there are competitive services 
provided by other means of transport  or other routes, such as for example , going 
through the Netherlands, Belgium , North of France  or the Channel Tunnel .181  
(123) At the same time, it should be noted that some market respondents explained that 
the s ubstitutability of DFDS’ D enmark- UK short -sea shipping ferry line with the 
other routes depends on the origin and destination point s.182 While these 
submissions are good indications that some alternatives to DFDS’ direct ferry are 
available, however, the results of the market investigation did not allow to 
determine whether t hese alternatives would be similarly attractive or available for 
all cold cargo freight forwarders.  
(124) Second, one of DFDS’ largest short -sea shipping customers of cold cargo, 
[customer], in the past has also transported its cold cargo between Denmark and the 
UK going through the Netherlands in the south and to a lesser extent by way of a 
DFDS’ ferry.183 In the Commission’s view, this could suggest that even though the 
direct short -sea ship ping services provided by DFDS on the Esbjerg -Immingham 
ferry are a preferred option for some of the cold cargo  freight forwarding 
companies active in the region, the existence of certain alternatives would exert a certain degree of competitive constraints  on DFDS’ position in the upstream 
market. 
(125) Third, the market investigation did not confirm entry or expansion plans of other 
ferry operators .
184 However, some cold cargo  freight forwarding  customers of 
DFDS explained that if DFDS were to engage in input fore closure, there would 
                                                                                                                                                   
transport companies / forwarders to be seen as an alternative in the market ”. See non -confidential 
replies to Quest ionnaire to shippers, questions 17 and 17.1.  
181  For instance, one large freight forwarder active in both cold and ambient cargo explained that it 
transports fresh salmon from Norway to the UK mostly by road (with a lead time of  2-3 days). It added 
that “ The journey starts in Oslo – Sweden (sometimes [the company] will use a ferry from Sweden 
directly to Germany) – Denmark – Germany – the Netherlands (sometime [the company]  will use a 
ferry from Denmark directly to the UK) – Belgium – France – Euro tunnel – UK.” The same market 
participant further explained that “ It would also be possible to travel by road to the Netherlands and 
cross over by ferry from Rotterdam to Immingham in the UK ”. See non -confidential minutes of a call 
with a market participant of 30 June 2021, para. 4. Another large cold cargo freight forwarder explained 
that its “trucks are routed via mainland Europe and the Calais -  Dover (France – UK) or Hook of 
Holland – Harwich (Netherlands – UK) port pairing.” Non -confidential replies of a marke t participant to 
follow -up request of information of 25 August 2021, question 1a. See also non -confidential minutes of a 
call with a market participant of 26 August 2021, para. 6.  
182  For instance, one market participant submitted that “the further South one goes, the more competitive the Southern routes become via the Channel Tunnel, Belgium, the Netherlands or Northern France. Likewise, the origin matters: it is easier to go by road from Denmark to the UK than from Sweden or Norway .” It further noted that  it is “ important to consider whether a freight forwarder has customers to 
transport cargo on the return trip Eastbound [i.e. from the UK] . If so, taking the Channel Tunnel as 
opposed to the ferry might become more cost competitive.” Non-confidential minutes of a call with a 
market participant of 26 August 2021, paras. 6- 7. Another market participant noted that “The choice of 
one route instead of another is a complex one, which should take into account a number of commercial factors, such as types of goods, location of the customer, possibility of a freight forwarder to fill in the trailers on for the return trip, regulatory requirements and other ”. Non -confidential minutes of a call 
with a market participant of 26 August 2021, para. 2. 
183  Notifying Par ty’s reply to RFI 8, questions 2 and 3. Non -confidential minutes of a call with a market 
participant  of 26 August 2021, paras. 3- 4.  
184  Non-confidential replies to Questionnaire to ferry operators, question s 30.1 and 30.1.1.  
 
 
29 
 exist a possibility to retaliate by, for instance, ( i) switching cold cargo volumes 
from the merged entity to other (indirect) routes or modes of transport; 
(ii) encouraging entry of a new ferry operator; or (iii ) switching away from D FDS 
on other routes.185 For instance, one of the largest cold cargo  customers of DFDS 
explained that post -Transaction it will try to negotiate advantageous conditions 
with the merged entity and did not exclude the possibility that the  other cold cargo 
freight forwarders might also bid for its business.186 It further noted that i f post-
Transaction the merged entity attempted to impose higher prices or exert other less 
favorable conditions , then it might look for possibilities to switch to alternative 
routes such as taking the ferry from Belgium or contract with alternative cold cargo 
freight forwarders.187  
(126) Fourth, DFDS explained that the ferry business model is focused on the utilisation 
of capaci ty, meaning that in order to operate profitably it has to fill the available 
capacity on its ferry.188 Based on the data submitted by DFDS, the largest part of 
DFDS’ business on these country pairs relate s to ambient cargo (as opposed to cold 
cargo).189 Moreover, some of the largest DFDS’  freight forwarding customers that 
transport cold cargo also use the same DFDS ferry for their ambient cargo 
volumes . Therefore, in response to an attempted input foreclosure such customers 
might also switch their ambient cargo volumes from DFDS.190  
(127) For instance , the split of total volumes of cargo transported by [customer], DFDS’ 
largest customer  that accounts for the largest part of DFDS’ total ferry capacity on 
Denmark- UK, shows that it transports […]% of cold and […]% of ambi ent 
cargo.191 With the exception of [customer] and [customer], the remainder of the 
top 10 of DFDS’ customers  on this route carry ambient cargo only.192 The potential 
loss of more significant volumes of ambient cargo on the short -sea shipping route 
between Denmark and the UK could potentially minimize the merged entity’s 
ability to engage in input foreclosure.  
(128) The results of the market investigation did not allow to conclude how timely or effective such retaliation m easures would be, nevertheless, the Commission 
                                                 
185  For instance, one large cold  cargo freight customer noted that “if DFDS were to engage in input 
foreclosure,  [freight forwarder] would have the possibility to divert all or some of its DFDS volumes on 
other routes .” Non-confidential minutes of a call with a market participant of 26 A ugust 2021, 
paras.  21-22. Another market respondent explained that has other trade relationships with DFDS 
therefore it “could leverage this trade relationship to ensure that it is not treated disadvantageously by 
the merged entity .” Non-confidential minut es of a call with a market participant  of 26 August 2021, 
para. 10.  
186  Non-confidential minutes of a call with a market participant  of 26 August 2021, paras. 6- 7. 
187  Non-confidential minutes of a call with a market participant of 26 August 2021, para. 9.  
188  Form CO, para. 216.  
189  For instance, in 2020 on Denmark -UK ferry DFDS shipped […] lanemetres of ambient cargo and […] 
lanemetres of cold cargo; on Sweden -UK ferry DFDS shipped […] lanemetres of ambient cargo and 
only […] lanemetres of cold cargo; on Nor way-UK ferry DFDS shipped […] lanemetres of ambient 
cargo and only […] lanemetres of cold cargo. See Notifying Party’s reply to RFI 5, Annex 1.  
190  See, for instance, an explanation by one market participant that transports cold and ambient cargo with 
DFDS on the Denmark- UK route: “ In addition to cold freight forwarding cargo, [our company] 
transports significant ambient cargo volumes using DFDS, this gives a stronger leverage for [our company], which DFDS knows .” Non -confidential minutes of a call with a market participant of 
26 August 2021, para. 21. 
191  Notifying Party’s reply to RFI 2, Annex 2.  
192  Form CO, para. 128.  
 
 
30 
 considers that the possibility for such counter-strategies may potentially have an 
impact at least to some degree.193 
(129) In light of the above, the Commission considers that on balance DFDS may not 
have the ability to foreclose cold cargo freight forwarders active between 
Scandinavia (i.e. Denmark, Sweden and Norway), on the one hand, and the British 
Isles (i.e. the UK ), on the other hand. 
(A.ii) Northern Europe -Baltics  
(130) Between Northern Europe and the Baltics, the only affected country-pair is that of 
Germany-Lithuania. On this country-pair, as explained above, DFDS has a market share of [80-90]% on the upstream market for short -sea shipping services between 
Germany and Lithuania (in both directions).  
(131) In the course of the market investigation, one cold cargo freight forwarder active on 
the route between Germany and Lithuania explained that “ DFDS is practically the 
sole shipping operator between Lithuania and Germany ” and expressed concerns 
that the new entity could “ attract  end customers by providing lower overall prices 
while charging higher prices to other freight forwarders  […] This would increase 
other freight forwarders’ overall costs and make them less competitive compared 
to the combined entity ”.
194  
(132) Other market participants, however, were of the view  that DFDS was unlikely to 
have the ability to foreclose freight forwarders between Germany and Lithuania post-Transaction. 
(133) First, the market power of DFDS on the upstream market is limited by the presenc e 
of an alternative operator (TT Line), which is active on the route between 
Trelleborg  (Sweden)  and Klaipeda  (Lithuania). On this route, the alternative ferry 
operator has a market share of [10-20]% and a frequency similar to that of DFDS’ 
ferries (i.e., 5 departures per week compared to 4.5 for DFDS).  
(134) Several cold  cargo  freight forwarders mentioned TT Line as a credible competitor 
of DFDS.
195 By way of illustration, one cold cargo  freight forwarder, which uses 
DFDS’ ferries between Germany and Lithuania , listed TT Line as a credible 
alternative to DFDS’ ferry line and explained that it has no concern because “ there 
are alternative options to DFDS”.196 In the same vein, another cold cargo  freight 
forwarder explained that the “ Baltic Sea is better covered by al ternatives ”.197 
Another cold cargo  freight forwarder also explained that “ Other operators in the 
Baltic Sea are Stena and Finnlines. Although the choice of ferries in the Baltic Region is limited, DFDS does not have a monopoly in that region like it has on 
                                                 
193  It should be also noted that in the past one of the current DFDS’ cold cargo freight customers moved 
away from its ferry on Denmark -UK to  an alternative route for at least some of its cold cargo volumes. 
See Notifying Party’s reply to RFI 8, question 15. See also Non -confidential minutes of a call with a 
market participant of 26 August 2021, paras 3- 4.  
194  Non-confidential minutes of the call held with a market participant in pre- notification on 4 June 2021. 
195  Non-confidential replies to Questionnaire for freight forwarders, question 42.  
196  Non-confidential minutes of a  call with a market participant of 10 June 2021.  
197  Non-confidential rep lies to Questionnaire for freight forwarders, question 46.3.  
 
 
31 
 Sweden and Denmark – UK and there are alternative routes for [confidential] for 
all types of cargo ”.198 
(135) Likewise, the market investigation has shown that alternative means of 
transportation constitute credible alternatives for cold cargo  freight forwarders 
between Germany and Lithuania. According to one freight forwarder for example, 
the road route via Poland is a credible alternative to transporting cold cargo 
between Germany and Lithuania.199 Another freight forwarder transporting both 
ambient and cold cargo e xplained that it uses various routes to/from the Baltic 
region, via Northern German ports, over land via east -coast Sweden or direct line 
out of Fredericia port in Denmark into Klaipeda in Lithuania.200  
(136) In light of these elements, the Commission is of the v iew that even if these 
alternative routes were excluded from the market, they would constitute credible 
alternatives, which despite relatively higher transit time, may offer more flexibility 
and thus exert  a constraint on DFDS , thereby limiting  DFDS’ market power on the 
market for short -sea shipping services between Germany and Lithuania.  
(137) Second, the data submitted by the Parties show that ferry services  do not  account 
for a large part o f the total costs borne by freight forwarders downstream to 
transport cargo from Germany to Lithuania  (i.e. between […]% and […]%).201 This 
in turn suggests that ferry services do not constitute an important input for freight forwarding between Germany and Lithuania. 
(138) In light of the above, the Commission considers t hat on balance, DFDS may not 
have the ability to foreclose freight forwarders on the Northern Europe –  Baltics 
corridor, and more specifically between Germany and Lithuania post -Transaction. 
(B) Incentive  to foreclose  
(139) 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 activitie s, 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.
202 
(B.i) Scandinavia- British Isles  
(140) The results of the market investigation suggest that even if the merged entity had 
the ability to engage in input foreclosure post -Transaction, it is questionable 
whether it would have the incentive to do so as any such attempts would not appear 
to be sufficiently profitable.  
                                                 
198  Non-confidential minutes of a  call with a market participant of 26 August 2021.  
199  Non-confidential replies to Questionnaire for freight forwarders, question 27.4.  
200  Non-confidential minutes of a  call with a market participant  of 26 August 2021.  
201  Response to RFI 2, question 8.  
202  Non-Horizontal Merger Guidelines, para. 40. 
 
 
32 
 (141) In relation to the short -sea shipping operations between Denmark and the UK, 
DFDS’ upstream profit margins amount to […]%.203 The following elements 
suggest that the merged entity would not  recuperate the loss of DFDS’ profits on 
the upstream level by foreclosing potential competitors downstream . 
(142) First, as submitted by DFDS, the downstream gross margin earned by HSF on a 
round trip between Denmark and the UK is […]%, which is more than […]  lower 
than the margin that DFDS earns upstream.204 Given the difference in margins, the 
diversion ratio on the downstream market would need to be particularly important 
for a foreclosure strategy to be profitable, which appears rather unlikely given that the main cold  cargo  freight forwarding customers on the Denmark- UK route  seem 
to enjoy some retaliation power.  
(143) The higher margins on the upstream market incentivize DFDS  to maximize the 
utilization rate of its ships. If the merged entity were to engage in input foreclosure, 
it would have no guarantee to win all the volumes lost to  competing cold cargo  
freight forwarders downstream. As a result, an input foreclosure strate gy would 
arguably result in a loss of some  volumes for DFDS on the upstream market and 
these losses upstream may not  be recouped downstream because of the 
significantly lower margins of cold cargo freight forwarding.  
(144) On the basis of DFDS’ estimates, HSF cu rrently holds a market share of [20-30]% 
on the market for cold cargo  freight forwarding between Denmark and the  UK, 
when including indirect modes of transportation (i.e. alternative routes through the 
Netherlands or the Eurotunnel).
205 This means that the base of sales on which the 
merged entity could potentially enjoy increased margins as a result of an input 
foreclosure strategy are currently not  particularly large.  
(145) HSF has only used DFDS for short -sea shipping for a relatively small proportion of 
HSF’s entire business. Indeed, as explained by the Parties, in 2019, HSF shipped 
approximately […] tonnes of cargo with DFDS which amounted to only […]% of 
its total demand for short -short sea shipping services.206 In 2020, this volume was 
lower (approximately […] tonnes) and amounted to […]% of the total short -sea 
shipping demand of HSF.207 HSF’s market share on DFDS’ ferry between 
Denmark and the UK is limited and on the basis of volume amounts only to 
[…]%.208 
(146) While the results of the market investigation show that DFDS has plans to expand its activities in the market for cold cargo freight forwarding,
209 the likelihood that 
                                                 
203  RBB Economics submission on input foreclosure assessment of 20 August 2021 ; Notifying Party’s reply 
to RFI 8, questi on 15.  
204  See Notifying Party’s reply to RFI 8, question 15. According to DFDS, f or the period from January to 
June in 2021, the gross margin for the transport of cold cargo from Denmark to the UK when using 
DFDS’ ferry route on average was approx. […]%. S ee Notifying Party’s reply to RFI 8, question 8. In 
its earlier submissions, DFDS noted that t he dow nstream gross margin earned by HSF was  […]%.RBB 
Economics submission on input foreclosure assessment of 20 August 2021, p. 8.  
205  See Table 2 above.  
206  Form CO, para. 206 and the following table. 
207  Form CO, para. 206 and the following table. 
208  Notifying Party’s reply to RFI 8, question 9 . 
209  See, for example, Form CO, paras. 17- 18; 37; 97 and 153. Also, Commission’s analysis of the Parties’ 
internal document s shows that DFDS [ DFDS’s current business strategy ]. See Form CO, annex 30, 
Slide  16. 
 
 
33 
 the merged entity would be able to attract a sufficient amount of new business to 
replace the profit loss upstream was not confirmed by the market investigation.  
(147) First, as already explained, the results of the market investigation indicate that 
alternative means of transportation could constitute an  alternative for cold cargo 
freight forwarders  between Denmark and the UK  to some extent . Indeed, some of 
the freight forwarders responding to the market investigation indicated that they are 
active on this country pair with no or limited use of the DFDS ferry.210 Therefore, 
given the availability of competing suppliers , in case of a foreclosure strategy, 
freight forwarders  would be unlikely to divert all their demand to DFDS’ ferry, as 
some of the volumes would likely be diverted to alternative routes. 
(148)  Second, the results of the market investigation als o show that due to the presence of 
well-established players on the downstream market, some  retaliation  possibilit ies 
may exist post -Transaction. Indeed, as confirmed by the market investigation, the 
two largest freight forwarding customers on the Denmark-U K route represent 
[…]% of DFDS’ cold cargo freight forwarding volumes shipped on this country 
pair in 2020.211 These freight forwarding customers confirmed that they would 
have pos sible retaliation measures available.212 The possibility that two of its 
largest cold cargo freight forwarding customers would switch to other means of 
service, in the Commission’s view, limit DFDS’ incentive to engage in foreclosure.  
(149) Third, DFDS is currently vertically integrated with respect t o ambient cargo  freight  
forwarding on the  Denmark-UK country-pair and the market investigation has not 
revealed concrete evidence of prior attempts to foreclose downstream competitors on this market.
213  
(150) In light of the above, w hile potential  loss of custome rs on the upstream market can 
presumably be compensated by attracting  customers  downstream , the profit 
expected from any foreclosure on the Denmark-UK country-pair would be relatively modest in view of the low downstream margins.  
(151) In relation to the short -sea shipping operations between Sweden and the UK, 
DFDS’ upstream profit margin amount s to approximately […]%, whereas on the 
Norway -UK route, its upstream profit margin is approximately […]%.
214 These 
                                                 
210  Non -confidential minutes of a call with a market participant of 30 June 2021, para. 4. See also non -
confidential replies of a market participant to follow -up request of information of 25 August 2021, 
question 1a.  
211  Notifying Party’s reply to RFI 2, Annex 1. Even when looking at DFDS’10 largest customers on the 
route for both ambient and cold cargo, these two customers are among the largest. See Form CO, table 
“Denmark -UK” on p. 43.  
212  Non-confidential minutes of a call with a market participant of 26 August  2021, paras. 20- 21; non-
confidential minutes of a call with a market participant of 26 August 2021, paras. 9 -10. See also 
explanation in Section 5.2.3.2. (A.i) above. 
213  Even though DFDS submits that it is vertically integrated not only with respect to ambient cargo but 
also cold cargo freight forwarding (see Notifying Party’s reply to RFI 8, question 1), the Commission considers that this  is not the case with respect to the Denmark -UK country pair. As explained in the 
Form CO, DFDS’  current business in cold cargo freight forwarding  is limited to the UK and  Ireland . In 
the UK, DFDS’ activities in cold cargo freight forwarding relate only to  the domestic market (as 
opposed to cross -border), whereas its presence in Ireland is [i nformation on DFDS’ current business 
strategy ]. See Form CO, paras. 153- 154 and footnote 72.  
214  Notifying Party’s reply to RFI 10, question 1.  
 
 
34 
 margins are significantly higher than HSF’s margins downs tream for cold cargo  
freight forwarding on these country pairs which are approximately […]%.215 
(152) As explained above, t he higher margin on the upstream market gives DFDS an 
incentive to maximize the utilization rate of its ships. If the merged entity were to 
engage in input foreclosure, it would have no guarantee to win sufficient volumes 
that were lost by competing freight forwarders downstream.216 As a result, an input 
foreclosure strategy would likely result in a loss of some volumes for DFDS on the 
upstream m arket and these losses upstream may not  be recouped downstream 
because of the significantly lower margins for cold cargo  freight forwarding.  
(153) Second, HSF’s presence on the market for cold cargo freight forwarding between 
Sweden and the UK, and Norway and the UK respectively, is extremely limited: 
the cold cargo transported by HSF on these country pairs amount to […] tonnes  on 
the Sweden -UK and […] tonnes on the Norway -UK country pairs ,217 which 
represents a market share of less than [0-5]%.218  
(154) This means that the base of sales on which the merged entity could potentially 
enjoy increased margins as a result of an input foreclosure strategy would be 
currently limited, which reduces the incentive of the  merged entity to engage in 
such a strategy. 
(155) Third, as already explained , DFDS is currently vertically integrated with respect to 
ambient cargo freight forwarding and the market investigation has not revealed 
concrete evidence of prior attempts to foreclos e downstream competitors on the 
market for ambient cargo freight forwarding.219  
(156) In light of the above, the Commission considers that  the merged entity will likely 
not have an incentive to engage in an input foreclosure strategy post -Transaction on 
the route s between Scandinavia ( i.e. Denmark, Sweden and Norway), on the one 
hand, and the British Isles (i.e. the UK), on the other hand. 
(B.ii) Northern Europe -Baltics  
(157) By the same token, even if DFDS had the ability to foreclose competing cold cargo 
freight forwarders a ctive between Germany and Lithuania, it is unlikely that DFDS 
would have the incentive to do so post -Transaction. 
                                                 
215  Notifying Party’s reply to RFI 10, question 1.  
216  For instance, s ome of these volumes could  be diverted to alternative routes ( e.g., through the 
Netherlands or the Eurotunnel). Besides, in relation to Norway -UK, s ome of these volumes could  
potentially be also diverted to th e other ferry operator ( i.e., SeaCargo).  
217  Notifying Party’s reply to RFI 10, question 1. DFDS explained that the Target  [information on HSF’s 
current business strategy ]. 
218  See Table 2 above and Notifying Party’s reply to RFI 10, question 1.  
219  Even though DFDS submits that it is vertically integrated not only with respect to ambient cargo but 
also cold cargo freight forwarding (see Notifying Party’s reply to RFI 8, question 1 and RFI 10, question 
1), the Commission considers that this is not the case  with respect to the Sweden -UK and Norway -UK 
country pairs. As explained in the Form CO, DFDS’  current business in cold cargo freight forwarding  is 
limited to the UK and Ireland . In the UK, DFDS’ activities in cold cargo freight forwarding relate only 
to the domestic market (as opposed to cross -border), whereas its presence in Ireland is [i nformation on 
DFDS’ current business strategy] .  See Form CO, paras. 153- 154 and footnote 72.  
 
 
35 
 (158) First, according to the Parties’ data, the margins upstream for short -sea shipping 
services between Germany and Lithuania (approx. […]%220) are higher than the 
margins downstream for cold cargo freight forwarding on this country pair (approx. 
[…]%221).  
(159) As explained above, the higher margin on the upstream market gives to DFDS an 
incentive to maximize the utilization rate of its ships. If the merged entity were to 
engage in input foreclosure, it would have no guarantee to win sufficient volumes 
lost by competing freight forwarders downstream , given the existence of a number 
of serious competitors active on the downstream market .222 As a result, an input 
foreclosure strategy would likely result in lost volumes for DFDS on the upstream 
market and these losses upstream would unlikely be recouped downstream because 
of the significantly lower margins for cold cargo  freight forwarding.  
(160) Second, HSF’s presence on the market for cold cargo  freight forwarding between 
Germany and Lithuania is extremely limited: the cold cargo transported by HSF on 
this country pair, from Germany to Lithuania in 2020 corresponds  to […] tonne,223 
which represents a market share of less than [0-5]%.224 When including indirect 
modes of transportation, the Parties confirmed that HSF’s market share would remain lower than [0-5]%.
225  
(161) This is consistent with the response received in the course of the market investigation. In this respect, one cold cargo freight forwarder explained for 
instance that it does not consider “ HSF as an important competitor in the Baltic 
region today ”.
226 
(162) This means that the base of sales on which the merged entity could potentially enjoy increased margins as a result of an input foreclosure strategy would be 
limited, which reduces the incentive of the merged entity to engage i n such a 
strategy. 
(163) Third, DFDS is currently vertically integrated with respect to ambient cargo freight 
forwarding
227 and the market investigation has not revealed concrete evidence of 
prior attempts to foreclose downstream competitors on the market for ambi ent 
cargo freight forwarding.228  
                                                 
220  Notifying Party’s reply to  RFI 10, question 1.  
221  Notifying Party’s reply  to RFI 10, question 1.  
222  Some of these volumes could  be diverted to alternative ferry operators ( e.g., TT Line), alternative routes 
(e.g., land transportation via Poland) or to alternative freight forwarders with countervailing buyer 
power vis -à-vis DFDS.  
223  Response to RFI 3, question 3. In this respect, DFDS explained that given this limited volume, a 
subcontractor was engaged by HSF to actually transport these cold cargo.  
224  HSF has [information on HSF’s volumes in a selected route ].  (see respons e to RFI 3, question 3). 
225  Notifying Party’s reply to RFI 9, question 2(a).  
226  Non-confidential minutes of a  call with a market participant of 4 June 2021, para. 14.  
227  Form CO, p. 46.  
228  Even though DFDS submits that it is vertically integrated not only with respect to ambient cargo but also cold cargo freight forwarding (see Notifying Party’s reply to RFI 10, question 1), the Commission considers that this is not the case with respect to Germany -Lithuania country pair. As explained in the 
Form CO, D FDS’  current business in cold cargo freight forwarding  is limited to the UK and  Ireland . In 
the UK, DFDS’ activities in cold freight forwarding relate only to the domestic market (as opposed to 
 
 
 
36 
 (164) In light of the above, the Commission considers that the merged entity will likely  
not have an incentive to engage in an input foreclosure strategy post -Transaction on 
the route  between Germany and Lithuania . 
(C) Impact  
(165) For trade corridors between both Scandinavia (i.e., Denmark, Sweden and Norway) 
and the UK, on the one hand, and Northern Europe (Germany) and the Baltics 
(Lithuania), on the other hand, any input foreclosure is unlikely to lead to increased 
prices.229  
(166) As expla ined above, HSF’s relatively low market shares on downstream markets, 
together with the retaliation possibilities available to customers and the existence of 
alternative routes for freight forwarders make it unlikely that any input foreclosure 
strategy would lead to increased prices for freight forwarders, shippers and 
ultimately end customers. As a result, any such strategy would be unlikely to 
significantly impede effective  competition.  
(D) Conclusion on input foreclosure  
(167) Based on the above considerations and all evidence available to it, the Commission 
concludes  that an input foreclosure strategy post -Transaction by the merged entity 
in order to exclude HSF’s competitors purchasing short -sea freight shipping 
services in any of the affected legs of trade is unlikely.  
5.2.4. Customer foreclosure  
(168) 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.
230 
(169) In the case at hand, as explained above, the Parties’ combi ned market share on each 
of the vertically affected downstream markets for cold cargo  freight forwarding are 
always below 30% under any plausible market definition. On the vast majority of 
markets, the Parties’ combined market share is below [10-20]%. The only 
exception is for the country pair Denmark-UK where the Parties’ combined market 
share downstream is [20-30]%.  
(170) On the Denmark-UK route, however, HSF’s market share estimate is limited to cold cargo only and includes cargo transported by HSF via indire ct routes.
231  
(171) Yet, the cargo transported by HSF via indirect routes (i.e., via ferry from the 
Netherlands or France to the UK, or via road) are not transported on direct ferries 
between Denmark and the UK. When taking into account only volumes transported 
                                                                                                                                                   
cross -border), whereas its presence in Ireland is [i nfor ma tio n  on DFDS’ current business strategy] . See 
Form CO, paras. 153- 154 and footnote 72.  
229  Non-Horizontal Merger Guidelines, para. 47. 
230  Non-Horizontal Merger Guidelines, para. 61. 
231  See para 98.  
 
 
37 
 by HSF on the downstream market via direct ferries between Denmark and the UK, 
HSF’s market share is equal to [0-5]%.232 According to the information submitted 
by DFDS, in 2020 HSF ’s spend on short -sea shipping services in the affected 
market of British Isles /Scandinavia represented less than […]% of DFDS’ short -sea 
shipping revenues in that market.233 
(172) In addition, the market investigation has confirmed that the vast majority of ferry operators can transport both cold and ambient cargo.
234 Therefore, when assessing 
whether the new entity will have the ability to foreclose competitors on the upstream market for short -sea shipping services, it is relevant to look at HSF’s 
market on a broader market including both cold and ambient cargo. On such market 
share, HSF’s market share is equal to [0-5]%.
235 
(173) In light of the above, the Commission considers that the merged entity will lack the 
ability to engage in a customer foreclosure post -Transaction so there is no need to 
examine the incentive of the n ew entity to engage in a customer foreclosure 
strategy and the impact that such strategy would have on the market.  
5.2.5. Access to customer confidential information  
(174) According to the Non-Horizontal Merger Guidelines ,236 a vertical merger may give 
the combined entity access to commercially sensitive information regarding the 
activity of downstream rivals. For instance, by becoming a supplier to its 
downstream competitors the combined  entity may obtain sensitive  information, 
which could allow it to target the custome rs of competing freight forwarders and 
thereby weaken their position on the market, and make  entry and expansion less 
attractive.   
(175) During the market investigation, some market participants indicated that, especially when transporting cargo to or from the U K, freight forwarders have to provide 
ferry operators with consignment documents that contain  sensitive commercial 
information such as the type of cargo they transport , its origin, the name of the 
shipper,
237 its destination , volume  and the name of the  consi gnee.238 According to 
these participants, such information could  allow the merged entity  to identify and 
potentially target the end customers  of competing freight forwarders .239  
5.2.5.1. The Notifying Party’s view  
(176) DFDS  argue s that its ferry division receives only limited information from its 
customers, that it cannot and does not track their information, that it always treated 
                                                 
232  Notifying Party’s reply to RFI 8, question 9.  
233  Form CO, para. 124.  
234  Non-confidential replies to Questionnaire for ferry operators, question 5.  
235  See RFI 2, annex 2 (excluding cargo transported via indirect routes ). 
236  Non-Horizontal Merger Guidelines, para. 78. 
237 The shipper is the party that prepares the cargo for transport, typical ly the seller of the goods. The 
consignee is the party that receives the cargo, typically the buyer. Depending on the arrangements 
between the shipper and consignee, either of them can be the customer of the freight forwarders that handles the transport.  
238  Non-confidential minutes of a call with a market participant of 4 June 2021, para.12; non -confidential 
minutes of a  call with a market participant of 4 June 2021, para. 14. 
239  Non-confidential minutes of a  call with a market participant of 4 June 2021, paras 13 and 14.  
 
 
38 
 DFDS ’ freight forwarding division at arm’s length and that even from a 
technological perspective, the two divi sions cannot share information.  
(177) DFDS also notes that it does not carry out customs clearance for customers unless 
they specifically make an agreement with DFDS to do so. There is a number of 
neutral customs clearing agents who can carry out this procedure  if they cannot do 
it themselves.240 
(178) Moreover, DFDS submits that the situation will not be affec ted by the 
Transaction i.e., the concerns are not merger-specific since DFDS is already 
vertically integrated in freight forwarding.  
5.2.5.2. The Commission’s view   
(179) Market  participants confirmed that freight forwarders typically provide ferry 
operators with information on their cargo, including CMR241 consignment notes, 
etc. for customs purposes.242 The market investigation also showed that the 
information that has to be commun icated is less detailed for cargo transported on 
EU routes that for cargo transported to or from the UK.243  
(180) In this respect, the Commission notes that DFDS already has access to this information concerning both ambient and cold cargo transported by freight 
forwarders with whom it competes. Therefore, the Transaction will not provide 
DFDS with significant additional competitively strategic information concerning 
HSF’s downstream business (beyond what is already available to DFDS at 
present).  
(181) Even if additiona l volume information might be available post -Transaction, this is 
unlikely to be of great value in determining the price or scope of the activities of HSF’s competitors as prices between freight forwarders and end customers are 
individually negotiated and customer specific discounts remain confidential . 
(182) In addition, the market investigation also showed that freight forwarders have alternatives for the custom clearance of their cargo. For instance, a freight 
forwarder using DFDS’ ferries confirmed that it does not entrust DFDS with the 
custom clearance of its cargo.
244 This market participant sub-contracts the custom 
clearance of its cargo to a third party but it confirmed that it could also do it in-house. 
(183) During the course of the merger investigation, DFDS al so confirmed that it will not 
be technically able to share sensitive information between its freight forwarding 
arm (including both DFDS Logistics and HSF) and its short -sea shipping arm.
245  
(184) Finally, the market investigation confirmed that DFDS would have a  strong 
incentive to maintain confidentiality of the information that its ferry division 
                                                 
240  See DFDS’ submission “ Note on customs handling for freight forwarders using DFDS DK/UK/DK ro-
ro ferry services ” of 29 August 2021, p. 1.  
241  Carriage of Merchandise by Road.  
242  Questionnaire for freight forwarders, question 36, non -confidential responses.  
243  Non-confidential minutes of a  call with a market participant of  26 August 2021.  
244  Non-confidential minutes of a  call with a market participant of 26 August 2021.  
245  Notifying Party’s reply to  RFI 10 , question 6.  
 
 
39 
 receives in order to remain a credible supplier. As the Parties explained, if DFDS 
were to monitor the content of trailers, this would trigger a concern with 
customers .246 This is  in turn could be harmful for DFDS because the market 
investigation confirmed that reputation is one of the main parameters when 
competing on the freight forwarding market.247 Likewise, the market investigation 
confirmed the Parties’ claim that significant freight forwarders would have the 
possibility to retaliate if DFDS were to use sensitive information on their activities 
to favour its logistics division.248 This is also consi stent with the results of the 
market investigation which has not elicited any element suggesting that DFDS 
would have used this kind of information in the past to favour its logistics division 
or target the customers of competing freight forwarders. 
(185) On bal ance, the Commission concludes that the confidentiality issues post -
Transaction do not lead to serious doubts as to the compatibility of the Transaction 
with the internal market. 
6. CONCLUSION  
(186) 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  
                                                 
246  Form CO, para. 217.  
247  Non-confidential replies to Questionnaire for freight forwarders, question 22.  
248  Non-confidential minutes of a  call with a market participant  on 26 August 2021.