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, 29.3.2022  
C(2022 ) 2086 final  
PUBLIC VERSION  
 
A.P. M øller-Mærsk A/S Group  
Esplanaden 50  
1263 Copenhagen  
Denmark  
Subject : Case M. 10559 – A P MOELLER -MAERSK / SENATOR 
INTERNATIONAL  
Commission deci sion 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 22 February 2022 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which  A.P. M øller-
Mærsk A/S Group (“APMM”, Denmark) intends to acquire, within the meaning of 
Article 3(1)(b) of the Merger Regulation,  sole control of the whole of Senator 
International group (“Senator International”, Germany) by way of purchase of shares 
and assets (“the Transaction ”).3 APMM  and Senator International  are designated 
                                                 
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 100, 1.3.2022, p. 41.  
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possible the information omitted has been 
replaced by ranges of figures or a general 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 hereinafter as the “Parties”. The undertaking that woul d result from the Transaction 
is referred to as the “Merged Entity”.  
1. THE  PARTIE S  
(2) APMM , ultimately controlled by A.P. Moller Holding ( “APMH ”), is an integrated 
transport and logistics company headquartered in Copenhagen with worldwide 
activities. APMM's core activities comprise container liner shipping through its 
subsidiaries Maersk A/S, SeaLand, and Hamburg Süd, container terminal services, 
inland transportation, inland services,  supply chain management services, harbour 
towage and reefer container manufacturing.   
(3) Senator International  is a family -owned company primarily specialized in 
international freight, shipping and logistics, with its m ain focus on air and ocean 
freight forwarding, as well as logistics, packaging and customs services.  
2. THE  CONCE NTRATION  
(4) On 2 9 October  2021, the Parties  entered into a Sale and Purchase Agreement 
(“SPA”) by which APMM will acquire4 the shares and assets of Senator 
International Spedition GmbH, Senator Interna tional Holding LLC and Senator 
International Freight Forwarding, LLC, as well as their subsidiaries and affiliated 
companies, together with certain contractual relationships entered into by Senator 
Freigh t Services GmbH that are material for the Senator International business .5  
(5) Post-closing, Senator International will become a wholly owned subsidiary of 
APMM. The Transaction would therefore result in a concentration within the 
meaning of Article 3(1)(b) o f the Merger Regulation.  
3. UNION  DIME NSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million6 (APMM: EUR 37 866 million, Senator International: 
EUR […]).7 Each of them has a  Union -wide turnover in excess  of EUR 250 million  
(APMM: EUR […], Senator International: EUR […]), but they do not achieve more 
than two -thirds of their aggregate Union-wide turnover within one and the same 
Member State.8  
(7) The notified operation therefore has a U nion dimension  within t he meaning of 
Article 1(2) of the Merger Regulation .  
                                                 
4  APMM will acquire control over Senator International through its wholly owned subsidiaries Maersk 
Logistics & Services International A/S ( “Maersk Logistics”), Damco USA, Inc. (“Damco”) and 
Rederiaktieselkabet Kuling A/S (“Rederiaktieselkabet Kuling”).   
5 As part of the Transaction, [information regarding assets that are excluded from the Transaction 
perimeter]   
6  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
7  The Parties’ turnover data was provided for financial year 2020.  
8  Senator International achieves more than two -thirds of its Union -wide turnover in Germany while APMM 
does not.  
 
 
3 4. MARKE T DE FINITION  
(8) Senator International is mainly active in the provision of freight forwarding services 
in air and ocean freight as well as contract logistics, packaging services and 
contractual wareho using services.  APMM is mainly active in the provision of deep -
sea and short -sea container liner shipping services, which are inputs to freight 
forwarding services . It is also active in air freight f orwarding , inland transportation , 
harbour towage services  and contract logistics .  
4.1. Freight forwarding services  
4.1.1.  Relevant product market  
(9) In previous decisions, the Commission defined the freight forwarding market as “the 
organisation of transportation of items (possibly including activities such as customs 
clearance, warehousing, ground services, etc.) on behalf of customers according to 
their needs ”.9 The Commission also considered possible sub -segmentations of the 
freight forwarding product market, namely (i) between domestic freight forwarding 
and cross -border freight forwarding and, (ii) depending on the modes of transport 
(i.e. freight forwarding by air, land and ocean ).10 
(10) The Parties consider that separate markets exist for freight forwarding by air, land 
and sea, given that freight forwarders tend oper ationally to split their departments to 
focus on each element of transport separately and because different modes of 
transport lead to different speeds of cargo transport.11 However, the Parties do not 
consider that it is appropriate to further breakdown th e market between domestic and 
cross -border freight forwarding since most freight forwarders can, and in general do, 
supply both domestic and cross -border services. The Parties submit that there is an 
increasing trend for customers to select a freight forwa rder based on their ability to 
provide both domestic and cross -border services, commensurate with the 
increasingly global nature of trade.12  
(11) The Parties have nonetheless provided the Commission with the information 
necessary to assess the effects of the Tr ansaction under any plausible alternative 
product market definition.  
(12) The market investigation did not provide indications that the Commission should 
deviate from the market delineations considered in previous decisions.  
(13) Given that the Transaction would not raise serious doubts as to its compatibility with 
the internal market even under the narrowest product market definition, the 
Commission will leave open the exact product market definition and in particular the 
                                                 
9  Cases M.9221  - CMA CGM / CEVA , paragraph  10; M.8564 – COSCO SHIPPING/OOIL , paragraph 23; 
M.8120 – Hapag -Lloyd/United Arab Shipping Company , paragraph 26; M.7268 – CSAV/HGV/Kühne 
Maritime/Hapag -Lloyd , paragraph 3; M.6059 – Norbert Dentressangle/Laxey Logistics , paragraph 17.  
10  Cases M.9221 CMA CGM/CEVA , paragraph s 11 and 17; M.8564 – COSCO SHIPPING/OOIL , paragraph 
23; M.8330 – Maersk Line/HSDG , paragraph 38; M.8120 – Hapag -Lloyd/United Arab Shipping 
Company , paragraphs 26 -27; M.7630 – FEDEX/TNT EXPRESS , paragraphs 24 -25; M.6059 – Norbert 
Dentressangle/Laxey Logistics , paragraph 18.  
11 Form CO, paragraph 164.  
12 Form CO, paragraph 166.  
 
 
4 question s whether the market should be further segmented by distinguishing between 
domestic and cross -border freight forwarding or different modes of transport.  
4.1.2.  Relevant geographic market  
(14) In its previous decisions, the Commission has left open whether the freight  
forwarding services market or subdivisions thereof should be considered national  in 
scope,  due to language and regulatory barriers , or larger in view of a trend by major 
competitors to create trans -national or even EEA -wide networks .13 More 
specifically, t he Commission defined the market for ocean  freight forwarding as at 
least national.14 
(15) The Parties submit that the appropriate geographic market for freight forwarding is 
at least EEA -wide in scope since the main freight forwarders are active 
internationally, either through branches or by marketing their services cross -border 
through a network of agents. Furthermore, many customers manage relationships 
with freight forwarders on a regional or global basis, not at a national level.15 
(16) The Parties have nonetheless provided the Commission with the information 
necessary to assess the effects of the Transaction under any plausible alternative 
geographic market definition.  
(17) Given that the Transaction would not raise serious doubts as to its compatibility  with 
the internal market even under the narrowest geographic market definition, the exact 
geographic delineation of this market can be left open.  
4.1.3.   Conclusion  
(18) The precise product and geographic market definition can be left open as the 
Transaction does no t raise serious doubts on any plausible market definition, 
including the narrowest market s:  
(a) Product markets: the freight forwarding services markets by reference to: the 
(i) type of operations, whether domestic or cross -border; and the (ii) means of 
transportation, whether by air, land and ocean ; 
(b) Geographic market: the national markets.  
4.2. Contract logistics services  
4.2.1.  Relevant product market  
(19) In previous decisions, the Commission has considered that c ontract logistics services 
is the part of the supply chain p rocess that plans, implements and controls the 
efficient, effective flow and storage of goods, services and related information from 
the point of origin to the point of consumption in order to meet customers’ 
                                                 
13  Case M.9221 – CMA CGM/CEVA , paragraph s 14 and 17. Specifically with respect to freight forwarding 
by rail : Case M.5480 - Deutsche Bahn / PCC Logistics , paragraphs 15 -17 and the references there.  
14 Cases M.5450 – Kühne/HGV/TUI/Hapag -Lloyd , paragraph 18; M.6671 – LBO France/Aviapartner , 
paragraph 76; M.5480 – Deutsche Bahn/PCC Logistics , paragraphs 15 -17.  
15 Form CO, paragraph 170.  
 
 
5 requirements.16 The focal point of contract logi stics is the management of the flow of 
goods for customers either across the total supply chain or an element of it .17 
(20) In Deutsche Post/Exel  and Norbert Dentr essangle/Laxey Logistics ,18 the 
Commission considered whether the contract logistics market should b e segmented 
“i) into cross -border and domestic logistics, ii) by reference to the type of good 
handled or the industry serviced or iii) into lead logistics providers (“LLPs”) and 
traditional logistics providers (“3PLs”) ”. In the end, however, the Commissio n 
decided to leave the precise scope of the relevant product market open.19 
(21) The Parties consider that there is a single market for contract logistics services, 
especially in light of supply -side considerations20 and submit that any logistics 
provider can perform services for any type of client with little or no barriers to doing 
so. They have nonetheless provided the Commission with the information necessary 
to assess the effects of the Transaction under any plau sible alternative product 
market definition.  
(22) Given that the Transaction would not raise serious doubts as to its compatibility with 
the internal market even under the narrowest product market definition, the 
Commission will leave open the exact product ma rket definition.  
4.2.2.  Relevant geographic market  
(23) Concerning the geographic scope of the market, the Commission previously found 
that the contract logistics market is E EA-wide, leaving open a  possible segmentation 
into national markets.21  
(24) The Parties submit that the market should geographically be at least EEA -wide and 
that a national market definition would be artificial given the internationalisation of 
the contract logistics market.22 They have nonetheless provided the Commission 
with the information necess ary to assess the effects of the Transaction under any 
plausible alternative geographic market definition.  
(25) Given that the Transaction would not raise serious doubts as to its compatibility with 
the internal market even under the narrowest geographic market  definition, the 
Commission will leave open the exact geographic market definition.  
                                                 
16 Case M.6059 – Norbert Dentressangle/Laxey Logistics , paragraphs 9 -16. 
17 Cases M.6059 – Norbert Dentressangle/Laxey Logistics , paragraph  9; M.1895 – Ocean Group/Exel 
(NFC) , paragraphs 7 -11. 
18 Cases M.6570 – UPS/TNT , paragraph 32  ; M.6059 – Norbert Dentrassa ngle/Laxey Logistics , paragraphs 
10-13; M.3971 – Deutsche  
 Post/Exel , paragraphs 15 -19. 
19 Cases M.6570 – UPS/TNT , paragraph 32; M.3971 – Deutsche Post/Exel , paragraph 20.  
20 Form CO, paragraph 176.  
21 Cases M.6570 – UPS/TNT , paragraph 33; M.6059 – Norbert Dentressangle/Laxey Logistic s, paragraph 
15; M.3971 – Deutsche Post/Exel , paragraphs 28 -29. 
22 Form CO, paragraph 192.  
 
 
6 4.2.3.  Conclusion  
(26) The precise product and geographic definition can be left open as the Transaction 
does not raise serious doubts on any plausible market definition, including th e 
narrowest market s:  
(a) Product markets: the contract logistics services markets by reference to: the 
(i) type of operations, whether domestic or cross -border; the (ii) type of good 
handled or the industry serviced ; and the (iii) type of logistics provider ( LLPs 
and 3PLs).  
(b) Geographic market: the national markets.  
4.3. Container liner shipping services  
(27) In past cases, the Commission found that the product market for container liner 
shipping involves the provision of regular, scheduled services for the carriage of 
cargo by container. This market can be distinguished from non -liner shipping 
(tramp, specialised transport) because of regularity and frequency of the service. In 
addition, the Commission considered that the use of container transportation 
separates it fro m other non -containerised transport such as bulk cargo.23 
(28) The Commission has defined a separate product market for short -sea container 
shipping, distinct from deep -sea container shipping.24 Unlike deep -sea container 
liner shipping, short -sea container liner shipping involves the provision of 
intracontinental (usually coastal trade) services.25  
(29) The Parties agree with the distinction between deep -sea and short -sea container liner 
shipping services but note that, as acknowledged by the Commission in Case 
M.7523 – CMA CGM/OPDR , deep -sea container liner shipping services may exert a 
significant competitive pressure on short -sea services.26 
4.3.1.  Deep -sea container liner shipping services  
4.3.1.1.  Relevant product market  
(30) Deep -sea container liner shipping services involve the offer of regular, scheduled 
services for the sea transportation of containerised cargo.27  
(31) A possible narrower product market for deep -sea container liner shipping services is 
that for the transport of refrigerated goods, which could be limited to refrigerated 
(reefer) containers only or could include transport in conventional bulk reefer 
vessels. In past cases, the Commission has looked separately at the plausible 
narrower markets for reefer containers and non -refrigerated (warm) containers only 
                                                 
23 Cases M.8594 – COSCO Shipping/OOIL , paragraph 11; M.8120 – Hapag -Lloyd/United Arab Shipping 
Company , paragraph 10; M.7908 – CMA CGM/NOL , paragraph 8; M.7268 – CSAV/HGV/Kühne 
Maritime/Hapag -Lloyd AG , paragraph 16; M.5450 – Kühne/HGV/TUI/Hapag -Lloyd , paragraph 13.   
24 Cases M.8330 – Maersk Line/HSDG , paragraph 19; M.7523 – CMA CGM/OPDR, paragraph 50.  
25 Case M.8330 – Maersk Line/HSDG , paragr aph 18.  
26 Form CO, paragraph 194.  
27  Case M.8330 – Maersk Line/HSDG , paragraph 10.  
 
 
7 when the share of  reefer containers in relation to all containerised cargo is 10% or 
more on both legs of a trade.28  
(32) The Parties do not necessarily agree with the distinction between dry and reefer.29 
They have nonetheless provided the Commission with the information necess ary to 
assess the effects of the Transaction under any plausible alternative product market 
definition.  
(33) The market investigation did not provide indications that the Commission should 
deviate from the market delineations considered in previous decisions.  
(34) Given that the Transaction would not raise serious doubts as to its compatibility with 
the internal market even under the narrowest product market definition, the 
Commission will leave open the exact product market definition.  
4.3.1.2.  Relevant geographic market  
(35) Whereas, in prior decisions, the Commission had left open whether the geographic 
scope should comprise trades, defined as the range of ports which are served at both 
ends of the service (e.g. Northern Europe – North America) or each individual leg of 
trade (e.g. westbound and eastbound within a given trade), in its most recent 
practice,30 the Commission concluded that container liner shipping services are 
geographically defined on the basis of the  individual  legs of trade (e.g. Northern 
Europe – North America  eastbound and Northern Europe – North America 
westbound separately).  The Commission has also previously  identified relevant 
trades as those from the Mediterranean to other non -European areas and back on the 
one hand, and Northern Europe and back on the ot her hand.31  
(36) Pursuant to the definition applied by the Commission in previous cases, the Parties 
submit that the relevant geographic markets for deep -sea container liner shipping 
services consists of the trade routes from Northern Europe to rest of the worl d 
regions and back, and the Mediterranean to rest of the world regions and back.32 The 
Parties have provided the Commission with the information necessary to assess the 
effects of the Transaction under any plausible geographic market definition.  
(37) In the present case, in line with the Commission’s prior decisional practice, the 
geographic market for deep -sea container liner shipping services is defined on the 
basis of individual legs of trades.  
                                                 
28  Cases M.8594 – COSCO Shipping/OOIL , paragraph 13  ; M.8120 – Hapag -Lloyd/United Arab Shipping 
Company , paragraph 11  ; M. 7908 – CMA CGM/NOL , paragraph 9; M.7268 – CSAV/HGV/Kühne 
Maritime/Hapag -Lloyd AG , paragraph 18; M.3829 – Maersk/PONL , paragraph 10.  
29  Form CO, paragraphs 197 and 204 -205.  
30 Cases M.9221 – CMA CGM/CEVA , paragraph 34; M. 8594 – COSCO Shipping/OOIL , paragraph 14; 
M.8330 – Maersk Line/HSDG , paragra ph 15; M.8120 – Hapag -Lloyd/United Arab Shipping Company , 
paragraph 19; M.7908 – CMA CGM/NOL , paragraph 15.  
31  Cases M.7908 – CMA CGM/NOL , paragraph 11; M.7268 – CSAV/HGV/Kühne Maritime/Hapag -Lloyd 
AG, paragraph 23; M.5450 – Kühne/HGV/TUI/Hapag -Lloyd , paragraph 14.  
32  Form CO, paragraph 211.  
 
 
8 4.3.1.3.  Conclusion  
(38) As the Transaction would not raise serious doubts as to its compatib ility with the 
internal market under any plausible product market, it is not necessary to conclude 
whether a separate market for the transport of refrigerated (reefer) goods could be 
identified in the market for deep -sea container liner shipping services and whether 
the market for refrigerated (reefer) goods could be limited to refrigerated containers 
only or could include transport in conventional bulk reefer vessels. The geographic 
scope of deep -sea container li ner shipping services is defined on the basis of legs of 
trades.  
(39) The Commission will assess the effects of the Transaction on the following markets:  
(a) Product markets:  market for (i) deep -sea container liner shipping services and 
(ii) the plausible reefer c ontainer liner shipping sub -segment;  
(b) Geographic markets: individual legs of trade  which in this case are  identified 
in recital  (62). 
4.3.2.  Short -sea container liner shippin g services  
4.3.2.1.  Relevant product market  
(40) Short -sea container liner shipping involves the provision of regular, scheduled intra -
continental (usually costal trade) services for the carriage of cargo by container liner 
shipping companies.  
(41) In its prior decisional p ractice related to container liner shipping services, the 
Commission defined a separate product market for short -sea container liner shipping, 
i.e. distinct from deep -sea container shipping and short -sea non -liner shipping.33  
(42) In its prior decisional practi ce related to short -sea shipping services, the Commission 
concluded, as regards the type of cargo transported, that short -sea container shipping 
services should be distinguished from non -containerised shipping, such as bulk 
shipping .34 Furthermore, the Comm ission  has considered but ultimately left open 
whether the transport of wheeled cargo35 and short -sea container shipping services 
should be considered as belonging to the same product market.36  
(43) The Commission also left open whether there should be a sub -segmentation between 
reefer (refrigerated) and dry (non -refrigerated) container shipping services.37 
(44) The Parties do not necessarily agree with the distinction between dry and reefer.38 
They have nonetheless provided the Commission with the information necessary  to 
assess the effects of the Transaction under any plausible alternative product market 
definition.  
                                                 
33  E.g. tramp or specialised transport.  
34  Cases M.8330 – Maersk Line/HSDG , paragraph 19  ; M.7523 – CMA CGM/OPDR , paragraph 49.  
35  Roll on -roll off (“Ro -Ro”) shipping corresponds to the transport of wheeled ca rgo (lorries, cars, etc.) on 
ships.  
36  Cases M.8330 – Maersk Line/HSDG , paragraph 19  ; M.7523 – CMA CGM/OPDR , paragraph 50 .  
37  Cases M.8330 – Maersk Line/HSDG , paragraph 19  ; M.7523 – CMA CGM/OPDR , paragraph 48 .  
38  Form CO, paragraphs 197 and 204 -205.  
 
 
9 (45) Given that the Transaction would not raise serious doubts as to its compatibility with 
the internal market even under the narrowest product market definiti on, the 
Commission will leave open the exact product market definition.  
4.3.2.2.  Relevant geographic market  
(46) In its prior decisional practice, the Commission considered that the relevant 
geographic market for short -sea container liner shipping services should be de fined 
on the basis of (i) either single trades or corridors, defined by the range of ports 
which are served at both ends of the service;39 or (ii) single legs of trade.40  
(47) The Parties submit that the relevant geographic market for short -sea container liner 
shipping services consists of the following intra -European trade routes:  
 Northern Europe – North -East Mediterranean;  
 Northern Europe – South -East Mediterranean;  
 Northern Europe – West Mediterranean;  
 Intra-East Mediterranean;  
 Intra-Mediterranean;  
 Intra-West-Mediterranean;  
 Intra-Northern Europe.  
(48) In any event, the Parties have provided the Commission with the information 
necessary to assess the effects of the Transaction under any plausible alternative 
geographic market definition.  
(49) Given that the Transaction would not raise serious doubts as to its compatibility with 
the internal market even under the narrowest geographic market definition, the 
Commission will leave open the exact geographic market definition and in particular 
the qu estion whether this market should be defined on the basis of single trades or 
corridors or single legs of trade.  
4.3.2.3.  Conclusion  
(50) For the purposes of this Decision, it can be left open whether the product market for 
short -sea container liner shipping services (i) forms part of a broader market 
encompassing the transport of wheeled cargo or (ii) whether a separate market for 
the transport of refrigerated (reefer) goods could be identified , as the Transaction 
would not raise serious doubts as to its compatibility with the internal market under 
either of these definitions. For the same reason, it is also not necessary to conclude 
whether the market for short -sea container liner shipping services should be 
segmented between reefer and dry services. With respect to th e geographic market 
for short -sea container liner shipping services, it may be left open whether short -sea 
                                                 
39  Cases M.8330 – Maersk Line/HSDG , paragraph 20  ; M.7523 – CMA CGM/OPDR , paragraph 59 . 
40  Cases M.8330 – Maersk Line/HSDG , paragraph 20  ; M.7523 – CMA CGM/OPDR , paragraph 60 . 
 
 
10 container liner shipping services should be defined on the basis of single trades or 
corridors, or single legs of trade.  
(51) The Commission will assess t he effects of the Transaction on the following markets:  
(a) Product markets: (i) the market for short -sea container liner shipping 
services, as well as (ii) the plausible narrower market for short -sea reefer 
container liner shipping services;41 
(b) Geographic mark ets: the narrowest plausible geographic market, that is to say 
individual legs of trade , which in this case is identified in recital (63).    
5. COMPE TIT IVE ASSE SSME NT  
(52) The Transaction gives rise to vertical ly affected markets  due to (i) APMM’s 
activities in the upstream market for container liner shipping services and (ii) 
Senator International’s activities in the downstream market for ocean freight 
forwar ding services.42 The Commission will also assess whether the Transaction 
could give rise to conglomerate effects  due to the Parties’ activities in related 
markets, namely (i) APMM’s activities in air freight forwarding, contract logistics 
and container line r shipping services, and (ii) Senator International’s activities in air 
freight forwarding and contract logistics services . 
(53) The Transaction leads to a combination of mostly compl ementary activities and is 
largely driven by APMM’s objective of offering cust omers a more integrated end -to-
end offer, including a complete supply chain service, in line with a wider trend in the 
industry, which included similar recent acquisitions by competing container liner 
shipping companies.43  
5.1. Vertical links in relation to container liner shipping services  
(54) The Transaction gives rise to a vertical link between the activities of Senator 
International in the downstream market for ocean freight forwarding services  and  
APMM ’s activities in the upstream market for container liner  shipping services.  
                                                 
41  The Commission will not assess the effects of the Transaction on (i) a broade r market encompassing 
short -sea wheeled cargo shipping and short -sea container shipping or (ii) an overall market for door -to-
door intermodal transport services, since the market shares of the Parties on these broader markets will be 
diluted.  
42  The Partie s’ activities overlap horizontally in the provision of air freight forwarding and contract logistics 
services but their combined market shares remain below 20% under any plausible alternative product and 
geographic market definition. Consequently, since th ese horizontal overlaps do not give rise to any 
affected markets, these markets will not be further considered in this Decision.   
43  Form CO, paragraphs 416 and 417: some of APMM’s largest competitors have recently moved into 
logistics. For example, CMA C GM is a notable player moving into integrated logistics through 
acquisitions such as CEV A Logistics and continues to invest in its long -haul air freight business. MSC has 
also recently been integrating vertically, having received regulatory approval to acq uire Brazil’s Log -in 
Logistica and having made a bid for Bolloré Africa Logistics. COSCO  paid USD 157 million for shares 
on Shun Feng Holdings, an integrated logistics company based in China.   
 
 
11 5.1.1.  Legal framework  
(55) According to the Non -Horizontal Merger Guidelines,44 foreclosure occurs when 
actual or potential rivals' access to markets is hampered, thereby reducing those 
companies' ability and/or incentive to compete.45 Such foreclo sure can take two 
forms: (i) input foreclosure, when access of d ownstream rivals to supplies is 
hampered;46 and (ii) customer foreclosure, when access of upstream rivals to a 
sufficient customer base is hampered.47 
(56) For input or customer foreclosure to be a c oncern three conditions need to be met 
post-Transaction: (i) the merged entity needs to have the ability to foreclose its 
rivals; (ii) the merged entity needs to have the incentive to foreclose its rivals; and 
(iii) the foreclosure strategy needs to have a  significant detrimental effect on 
competition.48 In practice, these factors are often examined together since they are 
closely intertwined.  
5.1.2.  Treatment of alliances/consortia  
(57) In its prior decisions relating to container liner shipping services, the Commissio n 
considered that shipping companies that are members of alliances/consortia (the 
latter are also called vessel sharing agreements, “VSAs”) jointly agree on the 
capacity that will be offered by the service, on its schedule and ports of call. 
Generally, eac h party provides a number of vessels for operating the joint service 
and in exchange receives a number of container slots across all vessels deployed in 
the joint service based on the total vessel capacity that it contributes. The allocation 
of container s lots is usually predetermined and shipping companies are not 
compensated if the slots attributed to them are not used.  The cost s for the operation 
of the service are generally borne by the vessel providers individually so that there is 
limited to no sharin g of operating costs for individual vessels between the 
participants in a VSA.49 
(58) In previous cases, the Commission also considered that it is not appropriate to assess 
the effects of the concentration only on the basis of the Parties' individual market 
shares. Such an approach would not adequately take into account the fact that a 
member of an alliance/ consortium/ VSA can have a significant influence on 
operational decisions determining service characteristics. This influence can have a 
dampening effect on co mpetition on the trade/s served by the 
                                                 
44  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 265, 18.10.2008, p.7.  
45  Non-Horizontal Merger Guidelines, paragraphs 20 -29.  
46  Non-Horizontal Merger Guidelines, paragraph 31.  
47  Non-Horizonta l Merger Guidelines, paragraph 58.  
48  Non-Horizontal Merger Guidelines, paragraphs 32 and 59.  
49  See for instance, Case M.9221  – CMA CGM/CEVA , paragraph s 60 -61;  M.8594 – COSCO 
SHIPPING/OOIL , paragraphs 28 -29. Consortia are operational agreements between  shipping companies 
established on individual trades for the provision of a joint service. Alliances are matrices of vessel 
sharing agreements that cover multiple trades  rather than one trade, as opposed to consortia.  
 
 
12 alliance/ consortium/ VSA in question. Hence, the competitive assessment should also 
be based on the aggregate shares of the Parties' alliances/ consortia/ VSAs.50  
(59) In line with its prior decisional practice, the Commission will assess the effects of 
the Transaction on the above -mentioned trades and legs of trade by taking into 
account the aggregate market shares of APMM and of its partners in the respective 
alliances/ consortia/ VSAs.  
5.1.3.  Overview of the vertically affe cted markets  
(60) Related markets in which APMM holds a market share of at least 30% in the 
upstream markets and/or Senator International holds a market share of at least 30% 
in the downstream markets are considered to be vertically affected by the 
Transaction.   
(61) As regards the upstream markets for container liner services , post -Transaction:  
 APMM’s market shares in the market for deep -sea container liner shipping 
services  would exceed 30% o n nine legs of trade, namely (i) Oceania to North 
Europe  ([30-40]%) , (ii) Mediterranean to Indian Sub -Continent & Middle East  
([30-40]%) , (iii) Indian Sub -Continent & Middle East to Mediterranean  ([30-
40]%) , (iv) Central America & Caribbean to North Europe  ([40-50]%) , (v) 
Mediterranean to East Coast South America  ([30-40]%) , (vi) East Coast South 
America to Mediterranean  ([30-40]%) , (vii) Mediterranean to South Africa  ([30-
40]%) , (viii) South Africa to Mediterranean  ([30-40]%)  and (ix) Oceania to 
Mediterranean  ([30-40]%) .51 
 APMM’s market shares in the market for deep -sea container  liner shipping 
services for refrigerated goods  would exceed 30% on nine legs of trade, 
namely i) O ceania to North Europe ([30-40]%), ii) M editerranean to Indian Sub -
Continent & Middle East ([30-40]%), iii) Central America & Caribbean to North 
Europe ( [40-50]%), iv) East Coast South America to Mediterranean ( [30-40]%), 
v) South Africa to Mediterranean ( [30-40]%), vi) Oceania to Mediterranean ( [50-
60]%), vii) N orth Europe -West Coast Africa ([30-40]%), viii) N orth Europe  to 
Oceania  ([30-40]%), ix) W est Coast South America  to Mediterranean  ([30-
40]%).52  
 When attributing APMM’s alliances/ consortia/ VSAs market shares to APMM, 
APMM’s market shares in the market for deep -sea container liner shipping 
services  would exceed 30% on nine legs of trade overall. This includes five 
additional legs of trade  (where APMM’s market share alone is below 30%) , 
namely (i) Far East to North Europe ( [30-40]%), (ii) Mediterranean to Far East 
([30-40]%), (iii) Far East to Mediterranean ( [40-50]%), ( iv) Mediterranean to 
North America (including Canada, US (with Gulf Coast) and Mexico) ( [30-
                                                 
50  See, for instance, Cases M.9221 – CMA CGM/CEVA , paragraph 62; M.8594 – COSCO SHIPPING/OOIL , 
paragraphs 32 -33; M.8330 – Maersk Line/HSDG , paragraph 60 ; M.7523 – CMA CGM/OPDR , paragraph 
33.  
51  Form CO, Table 1.  
52  Six out of these nine legs of trade  were already a ffected, meaning that three additional affected legs of 
trade result when reefer cargo is taken separately (that is, North Europe to West Coast Africa , North 
Europe to Oceania and West Coast South America to Mediterranean).   
 
 
13 40]%) and (v) North America (including Canada, US (with Gulf Coast) and 
Mexico) to Mediterranean ( [30-40]%).53  
 When attributing APMM’s alliances/ consortia/ VSAs market shares to APMM, 
APMM’s  market shares in the market for deep -sea container liner shipping 
services for refrigerated goods  would exceed 30% on  3 legs of trade , that is, 
East Coast South America -Mediterranean ( [40-50]%), South Africa -
Mediterranean ( [40-50]%) and Mediterranean -Far Ea st Asia ( [40-50]%). 
(62) The table below shows all affected markets for deep -sea container liner shipping 
(including for reefer cargo).  
Table 1 – APMM’s m arket shares in the affected legs of trade in deep -sea 
container liner shipping services54 
Leg of trade  APMM’s 
market 
share  Aggregated 
market share of 
APMM and its 
alliances/ consortia  
partners  APMM’s 
market 
share in 
reefer 
cargo55   
 Aggregated 
market share of 
APMM and 
alliance/consortia 
partners in 
reefer cargo  
OCE -NE [30-40]% No consortium  [30-40]% No consortium  
MED -ISCME  [30-40]% No consortium  [30-40]% No consortium  
ISCME -MED  [30-40]% No consortium  Reefer < 
10% No consortium  
Reefer <10%  
CAMCAR -NE [40-50]% No consortium  [40-50]% No consortium  
OCE -MED  [30-40]% No consortium  [50-60]% No consortium  
MED -ECSA  [30-40]% [40-50]% (with 
CMA CGM)  Reefer 
<10%  Reefer <10%  
ECSA -MED  [30-40]% [40-50]% (with 
CMA CGM)  [30-40]% [40-50]% (with 
CMA CGM)  
MED -SAF [30-40]% [40-50]% (with 
DAL, ONE Line)  Reefer 
<10%    Reefer <10%  
SAF-MED  [30-40]% [30-40]% (with 
DAL, ONE Line)  [30-40]% [40-50]% (with 
DAL, ONE Line)  
                                                 
53  Form CO, Table 1.  
54  Source : Form CO, paragraph  306, Table 15 .   
55  Reefer market in the legs of trade where reefer is above 10%.  
 
 
14 Leg of trade  APMM’s 
market 
share  Aggregated 
market share of 
APMM and its 
alliances/consortia 
partners  APMM’s 
market 
share in 
reefer 
cargo  Aggregated 
market share of 
APMM and 
alliance/consortia 
partners in 
reefer cargo  
FEA -NE [20-30]% [30-40]% (with 
MSC)  Reefer 
<10%    Reefer <10%  
MED -FEA  [10-20]% [30-40]% (with 
MSC)  [20-30]% [40-50]% (with 
MSC)  
FEA -MED  [10-20]% [40-50]% (with 
MSC)  Reefer 
<10%  Reefer <10%  
MED -NAM  [10-20]% [30-40]% (with 
Hapag -Lloyd)  Reefer 
<10%  Reefer <10%  
NAM -MED  [10-20]% [30-40]% (with 
Hapag -Lloyd)  Reefer 
<10%  Reefer <10%  
NE-WAF  [20-30]% No consortium  [30-40]% No consortium  
NE-OCE  [20-30]% No consortium  [30-40]% No consortium  
WCSA -MED  [20-30]% No consortium  [30-40]% No consortium  
 
(63) On short -sea container liner shipping services, APMM’s market share  on a 
standalone basis  would be below 30%, apart from the Northern Europe -South East 
Mediterranean leg of trade for refrigerated goods only, where it has a market share of 
[30-40]%. When alliance/consortia /VSA  market shares are included, APMM’s 
market share would still only exc eed [30-40]% in this specific leg of trade reaching 
[30-40]% together with CMA CGM (and [40-50]% for reefer cargo only).56  
(64) With respect to the downstream markets for  ocean freight  forwarding services , 
Senator International’s market share is consistently below 5% under any product 
(that is, ocean freight forwarding overall or when split between domestic57 and cross 
border) or geographic market definition (that is, at global, EEA or national level).   
5.1.4.  Assessment of the vertically affected markets  
(65) The Commissi on will assess in this Section whether the Transaction could lead to (i) 
input foreclosure, pursuant to which APMM would foreclose Senator International’s 
competitors by restricting access to or deteriorating the access to the container liner 
shipping serv ices that it provides to Senator International’s competitors in the 
                                                 
56  Form CO, paragraph 306, Table 15 . 
57  The parties note that Senator is not active in the area of domestic ocean freight forwarding , Form CO, 
paragraph 329. 
 
 
15 countries where it is active; or (ii) customer foreclosure, pursuant to which Senator 
International would foreclose APMM’s competitors by sourcing its container liner 
shipping services req uirements mostly or exclusively from APMM  or deteriorating 
the purchase conditions it offers to competing container liner shipping companies . 
5.1.4.1.  Input foreclosure  
(A) The Parties’ views  
(66) With respect to the risk that APMM restricts or deteriorates access of Senator  
International ’s competitors to its container liner shipping services, the Parties submit 
that APMM will have neither the ability nor the incentive to engage in an input 
foreclosure strategy.58  
(B) The Commission’s assessment  
Ability to foreclose  
(67) For input foreclosure to be a concern, the vertically integrated firm resulting from 
the merger must have a significant degree of power in the upstream market and thus, 
possibly, on prices and supply conditions in the downstream market.59 
(68) First,  the Commissi on notes that APMM , either on a standalone basis or together 
with its partners in alliances/ consortia/ VSAs, holds market shares above 30% on 1 8 
legs of trade ( seventeen legs of trade for deep -sea container liner shipping services  
and one leg of trade for s hort-sea container liner shipping services ). As indicated 
under section 5. 1.3. above, its market share in the affected markets , whether on a 
standalone or on a consortia basis, range s between [30-40]% and a maximum of  [50-
60]%. More specifically, APMM’s market share on a standalone basis only exceeds 
40% on two legs of trade , that is, CAMCAR -NE ( [40-50]%) and OCE -MED ( [50-
60]%) and only when reefer cargo is considered separately. When consortia market 
shares are taken into account, its market share never exceeds [40-50]% (including for 
reefer cargo only) and does not exceed 40% in six legs of trade for container liner 
shipping services overall.  
(69) Furthermore,  significant and long -established competing carriers provide container 
liner shipping services on th e above -mentioned legs of trade independently from 
APMM  and/or its consortia partners. On all but one leg of trade  (that is, OCE -MED) , 
those independent carriers account for more than half of the market , which means 
that the ‘free’ market amounts to at lea st around [50-60]% and up to [60-70]% on 
several occasions , with several competing container liner shipping companies 
holding in general either comparable  or higher market shares than APMM .60 In 
addition, in eight out of these eighteen legs of trade, APMM is not a member of any 
consortia w hich means that it  has no connection to any of the other  major container 
liner shipping companies, such as, CMA CGM, MSC, Hapag -Lloyd, COSCO 
Shipping, One Line, ZIM, Evergreen, Yang Ming Line etc.  Therefore , in case 
                                                 
58  Form CO, paragraph 336. 
59  Non-Horizontal Merger Guidelines, paragraph 35.  
60  For instance, in the MED -SAF and the MED -NAM trades, MSC has a market share of around [50-60]% 
and [40-50]% respectively while in the OCE -NE trade CMA CGM has a market sh are of around [20-
30]%.    
 
 
16 APMM  were to decide to limit , degrade  or stop supplying freight forwarders, such 
freight  forwarders will continue to have access to equivalent services provided by 
competing carriers .   
(70) This was confirmed by several shipping companies responding to the market 
investigation. For instance, the majority of container liner shipping companies 
responding to the market investigation indicated that the Transaction would have no 
impact on competition in the container liner shipping services market61 and that their 
ability to supply container liner shipping services would not be affected as a result of 
the Transaction.62 The Commission notes that, s ince Senator International is not 
active in container liner shipping services, the Transaction does not lead to any 
change to APM M’s position or market share increment in the market for container 
liner shipping services.   
(71) Second , any foreclosure attempts by APMM  would only benefit its subsidiary 
Senator  International , but not its consortia partners  in the trades where it forms part 
of  a consortium  (see recital  (62)). For instance, if APMM decided to serve fewer 
trades or sail less frequently, the divergent interests of APMM’s consort ia partners 
on these routes mean that these partners would be unlikely  to follow such a strategy . 
That would  restrict the Merged Entity’s ability to engage into an input foreclosure 
strategy  for all of the consor tium’s trade volumes . 
(72) Third , as noted in, fo r instance, the Commission decision in case M.9221,63 freight 
forwarders do not face high switching costs when they decide to switch carriers, 
even until the very last minute. This possibility to change to alternative providers , 
often without any cancellation fee, allows them to be less reliant on APMM  and 
encourages competition among shipping companies . Furthermore, most of the 
freight  forward ers show no brand loyalty and multi -source their needs in container 
liner shipping ser vices among different carriers , as also confirmed by the market 
investigation in this case .64  
(73) For instance, the majority of container liner shipping companies responding to the 
market investigation consider that their customers multi -source.65 In their view , 
customers prefer to multi -source in order to have options in terms of price and 
service66 and in order to “spread their risk among different ship systems and invite 
competition ”.67 Most container liner shipping companies also consider that freight 
forwarde rs in a given leg of trade can easily switch volumes to other container liner 
shipping companies .68 One respondent indicated that freight forwarders “tend to 
                                                 
61  See, for instance, repl ies to question 13 of Q1 to Container Liner Shipping Companies . 
62  See replies to question 17 of Q1 to Container Liner Shipping Companies.  
63  Case M .9221 – CMA CGM/CEVA , paragraph 72.    
64  See replies to question 5 of Q2 to Freight Forwarders and replies to question 6 of Q1 to Container Liner 
Shipping Companies.  
65  See repl ies to question 6 of Q1 to Container Liner Shipping Companies.  
66  See reply of a market participant to question 6.1 of Q 1 to Container Liner Shipping Companies.  
67  See reply of a market participant to question 6.1 of Q1 to Container Liner Shipping Companies. Another 
market participant also indicated that: “ Multiple carrier options keep shippers more flexible and hedge 
them  against risks, such as Force Majeure declaration, blank sailing and rolled shipment, or cyberattack  
that may disrupt communication or operation. A diverse supplier base also means customers are less 
dependent on any individual carrier and can spur competi tive pricing among vendors ”.  
68  See repl ies to question 7 of Q1 to Container Liner Shipping Companies  
 
 
17 book wherever price is the more attractive and overall level of quality is sufficient ” 
and it is possible to do “multiple bookings for a single shipment, as cancellation of 
ocean bookings are flexible ”.69 Another container liner shipping company indicated 
that: “Switching costs are very low in the container liner shipping industry. There 
are hardly any additional costs for customers when they change from one supplier to 
another. With regard to timing, only a short phasing -in period is required. As most 
customers have direct EDI links with most of their suppliers (including various liner 
shipp ing companies), IT systems for booking, instructions and documentation do 
also not incur substantial switching costs. In addition, a lot of contracts are short - or 
medium -term contracts that can be terminated after not more than six or twelve 
months. Moreo ver, sailing schedules of shipping companies are readily accessible 
for customers and the shipping services can be easily booked. In practice, major 
customers, both freight forwarders and large shippers, ship their commodities with 
several carriers on one trade. Thus, customers are well informed of the conditions 
offered in the market and can easily, and regularly do, switch between carriers ”.70  
(74) When responding to the market investigation, the majority of freight forwarders also 
confirmed that they multi-source and have different shipping services providers for 
the same routes.71 Several f reight forwarders  noted that multi -sourcing is a feature of 
this market and that they are cooperating will all shipping lines providing services in 
a particular trade. As one freight forwarder indicated “we will contract with several 
shipping lines to proceed our business. The decision on which shipping line will be 
used depends on service and costs ”.72 Another freight forwarder noted that “[our 
company] …operates significant volumes across all continents for its thousands of 
customers. To accommodate divergent logistic needs of these customers,  [we] 
normally use different shipping providers for the same destinations. These divergent 
needs include different departure times, tra nsit times, interest in direct shipments or 
transhipments and prices ”.73 
(75) Several  respondents to the market investigation referred to the overall increasing 
challenges to find alternative  container liner shipping services  with the market 
concentration upstre am (where some trades are operated by few providers) and the 
current effects  of the Covid19 pandemic  on the logistics value chain (including port 
congestions, landside bottlenecks, reduced vessel capacity etc).  For instance, when 
asked whether freight forw arders could easily switch volumes to o ther container 
liner shipping companies, the majority of freight forwarders replying to the market 
investigation indicated that this would depend on different factors.74 One freight 
forwarder indicated , for instance,  that “subjected to normal market conditions 
(availability of vessel space) it can switch between shipping companies… ” and noted 
that “…with the current vessel capacity constraints switching is less easy ”.75 This 
view was also shared by other freight forwar ders who, for instance, indicated the 
following: “Up to the Covid pandemic impact, we had the ability to switch from one 
operator to another, depending on price and service offering. Freight forwarders 
                                                 
69  See reply of a market participant to question 7.1 of Q1 to  Container Liner Shipping Companies.  
70  See reply of a market participant  to question  7.1 of Q1 to Container Liner Shipping Companies.  
71  See replies to question 5 of Q2 to Freight Forwarders.  
72  See reply of a market participant to question 5.1 of Q2 to Freight Forwarders.  
73  See reply of a market participant to question 5.1 of Q2 to Fr eight Forwarders . 
74  See reply to question 4 of Q2 to Freight Forwarders.  
75  See reply of a market participant to question 4.1 of Q2 to Freight Forwarders.  
 
 
18 have currently enormous difficulties to access capacit ies and to switch to other 
shipping companies ”.76 Another freight forwarder noted that “Hamburg Sud is the 
leading shipping company for Latin America. As they cancelled all agreements with 
logistic providers in Germany the space at other container liners is  extremely tight 
and you will not be able to get your shipments on board ”77 while a third one 
indicated that “Some trades are operated by very few providers only, so switching is 
not impossible but will come at increased costs or might, under certain 
circum stances, not be possible at all ”.78  
(76) Some of the container liner shipping companies also referred to the current 
exceptional circumstances where demand  significantly exceeds market supply , with 
carriers being often fully booked and with tight equipment availability , which means 
that switching bookings is more difficult and carries the risk of delays.79 However, 
as ocean transport is a commodity and all carriers provide similar services with 
similar requirements towards the freight forwarders/customers, mo st container liner 
shipping companies indicated that it is not a problem to switch cargo under ‘normal’ 
circumstances.80 For instance, one shipping company noted that ‘it is a free 
competition market. Carriers provide similar services which allows the custo mers, 
including freight forwarders to switch easily, depending on cost or time . The 
requirements from the carriers to the customers including freight forwarders are 
similar …’81 Another  shipping company has indicated that freight forward ers  
usually secure “multiple bookings for a si ngle  shipment, as cancellation of ocean 
bookings are flexible ”.82 Furthermore, APMM83 and most container liner shipping 
companies responding to the market investigation expect the market situation to 
normalise by 2023.  
(77) In additio n, all shipping companies have indicated that deploy ing more capacity to 
face increased demand from freight forwarder s can be done .84 One of them noted 
that reallocation of capacities on a designated trade is feasible and done routinely, 
notably in case of increase of demand ( such as  the current  situation following the 
Covid19 pandemic ).85 Several of them noted that it would require a delay or 
increased costs since the vessels/ ships are not always readily available in the market 
and, as indicated above,  the market is currently experiencing heavy port congestion s 
and supply chain bottlenecks ( including in ports, landside transportation and 
warehousing ) which could cause operational constraints for increasing capacity.86 
                                                 
76  See reply of a market participant to question 4.1 of Q2 to Freight Forwarders.   
77  See reply of  a market participant to question 4.1 of Q2 to Freight Forwarders. APMM indicated that  it has 
not unilaterally cancelled long -term contracts with customers and that rather  [information on business and 
marketing plans ]. Paragraphs 1.30 and 1.31 of the Part ies’ response to RFI 5.  
78  See reply of a market participant  to question 4.1 of Q2 to Freight Forwarders.   
79  See reply of a market participant to question 7.1 of Q1 to Container Liner Shipping Companies.  
80  See replies to question 7.1 of Q1 to Container Liner Shipping Companies . 
81  See reply of a market participant to question 7.1 of Q1 to Container Liner Shipping Services.  
82  See reply of a market participant to question 7.1 of Q1 to Container Liner Shipping  Companies.  
83  Paragraphs 1.6 and 1.7 of the Parties’s response to RFI 5.  
84  See replies to question 8 of Q1 to Container Liner Shipping Companies.  
85  See replies to question 8.1 of Q1 to Container Liner Shipping Services.  
86  See replies to question 8.1 of Q1 to Container Liner Shipping Companies.  
 
 
19 Having to wait for new built ships c ould take 2 -3 years ; however,  in the meantime , 
shipping companies could , if available, charter additional space  at a cost.87  
(78) APMM also indicated  in this respect that in normal times the regular industry over -
capacity and the availability of additional vess els on the charter market would allow 
it or its competitors to increase supply and this has also been the case during the 
pandemic. In 2021 , APMM added additional capacity of […] to support  the 
customer demand and ease congestion, […]. APMM also noted that  the supply 
bottlenecks are not primarily due to the lack of capacity but to bottlenecks in ports 
and across the supply chain, including land transportation and warehousing. In 
addition, APMM has continued to order new ships; in 2021 and early 2022 APMM 
ordered 12 new container vessels capable of operating on green methanol, to be 
delivered in […] and […] to replace older tonnage and drive the transition to carbon -
neutral shipping.88 
(79) Fourth , even in the current market disruption, some container liner shipping 
companies have decided to freeze their rates, despite the opportunity to charge 
higher rates to reflect the fact that demand outstrips supply, and instead focus on 
maintaining/improving relationships with their customers. This indicates that 
compe ting carriers are able to continue to compete for customers and offer a low -rate 
alternative to freight forwarders, even under the current disrupted context.89  
(80) In light of the above, the Commission considers that , on balance,  APMM would 
likely not have the  ability to implement any successful input foreclosure strategy 
post-Transaction.  
Incentive to foreclose  
(81) The incentive to foreclose depends on the degree to which foreclosure would be 
profitable. The vertically integrated firm will take into account how it s supplies of 
inputs to competitors downstream will affect not only the profits of its upstream 
activities, but also of its downstream activities. Essentially, the merged entity faces a 
trade -off between the profit lost in the upstream market due to a redu ction 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.90 
(82) The Commission notes that, e ven if APMM were to be cons idered to have the ability 
to engage into input foreclosure, it would likely not have the incentive to do so 
because such a foreclosure strategy w ould be unlikely to be profitable for the reasons 
mentioned below.  
(83) First,  the Commission notes that Senator  International ’s demand  for deep -sea 
container liner services is negligible on any of the affected legs of trade. Senator  
International ’s global demand for container liner shipping services accounted for less 
than 2% of APMM’s container liner shipping activities in 2020.91 In addition, out of 
                                                 
87  See replies to question 8.1 and 8.2 of Q1 to Container Liner Shipping Companies. (  
88  Paragraphs 1.3 -1.5 of the Parties’ response to RFI 5.  
89  Paragraphs 1.9  and 1.10 of the Parties’ response to RFI 6.  
90  Non-Horizontal Merger Guidelines, paragraph 40.  
91  Form CO, paragraph 345 and Table 27.  
 
 
20 […]TEUs for which Senator International provided freight forwarding services in 
2020, only […]TEUs were  shipped with APMM . This represents [0-5]% of 
APMM’s total volumes (which was around […]TEUs).92  
(84) Even if Senator  International moved all of its ocean freight forwarding volumes 
(including volumes in non -EEA related trades) to APMM’s container liner shipping 
services on EEA -related trades, volumes booked by Senator would represent [0-5%] 
of APMM’s volumes.93 On a per leg basis, Senator International’s freight forwarding 
volumes would represent (i) less than 1% on […] trades, (ii) [0-5%] on […] trades, 
and (iii) […] (and only with respect to the […] trade) [5-10%]  of APMM’s total 
volumes.94 In addition, Senator  International ’s demand for short -sea container liner 
shipping services represents [0-5%] of APMM’s short -sea activities.95  
(85) In view of Senator  International ’s small demand for container liner services, if 
APMM engage d in any input foreclosure  strategy  this would only benefit Senator 
International’s ocean freight forwarding activities and expose APMM to the risk of 
jeopardising its commercial relationship with freight  forwarders downstream, which 
represent its primary source of activities and revenue.  As not ed by APMM, the 
container liner shipping business accounts for the largest part of APMM Group’s 
revenue, so there would be little incentive to undertake actions that could negatively 
affect it.96  
(86) This was not contradicted by the market investigation. Indeed, most container liner 
shipping companies indicated that Senator International is a marginal player and its 
demand for container liner shipping services is very small.97 In addition, freight 
forwa rders responding to the market investigation also confirmed this view. One of 
them indicated for instance that “Maersk will still need other freight forwarders to 
fill their ships ”98 while another noted that “Sena tor alone will never be able to fill up 
all the vessel fleet of APMM. APMM will need the other freight forwarders to fill up 
the vessels ”.99 
(87) As a result, even if post -Transaction APMM decided to stop , degrade  or limit its 
supply of container liner shipping services to other freight forward ers, this w ould 
likely be unprofitable since Senator  International ’s activity in freight forwarding 
would not compensate the losses incurred in the upstream market. In addition, in 
view of the fact that Senator International is mainly focused on air freight forwardin g 
rather than on ocean freight forwarding, it would be unlikely to be able to grow 
quickly enough to absorb business of other freight forwarders.  […].100  
                                                 
92  Form CO, see inter alia, paragraph 344 and footnote 215.  
93  Form CO, paragraph 345.  
94  Form CO, paragraph 34 4-345 and footnote 215 . 
95  Form CO, paragraph 389 (for re frigerated cargo in NE -SEM trade leg).  
96  Parties’ response to  question 5 of RFI 5 .  
97  See reply to question 13.1 of Q1 to Container Liner Shipping Companies.  
98  See reply of a market participant to question 17.1 of Q2 to Freight Forwarders . 
99  See reply  of a market participant to question 17.1 of Q2 to Freight Forwarders.  
100  Paragraph 1.29 of the Parties’ response to RFI 6. Senator had, inter alia, […].  
 
 
21 (88) Second,  in this respect, while a direct comparison between gross margins  for 
container liner shipping services and ocean freight forwarding may be difficult,101 it 
would appear tha t profit  margins for container shipping services are much higher 
than profit  margins  for freight forwarding services. For instance, APMM’s average 
EBITDA margin102 between 2018 -2021 in its container liner shipping business was 
[…]. In 2021, the average margin was approximately […].103 On the other hand, 
Senator International’s average EBITDA margin between 2018 -2021 for its ocean 
freight forwarding business was approximately […]. In 202 1, the average margin 
was approximately […].104 This shows that , pre-pandemic, APMM’s profit margins 
were on average almost […] times higher for container shipping services than 
Senator  International ’s profit margins for freight forwarding services. Even when 
compar ing pre-pandemic EBITDA margins for 2018 for instance ( […] for APMM 
versus […] for Senator),105 the margins for container shipping were at least […] 
times higher than for freight forwarding services. This further  demonstrates that 
APMM would be unlikely to have incentive to pursue an input foreclosure strategy 
in favour of Senator International’s ocean freight forwarding business since it would 
have to achieve margins that are significantly higher than the margins achieved in 
ocean freight for warding in order to recoup the container liner shipping margins it 
would be losing out on by foreclosing access to its services.  
(89) Third,  as already mentioned above, freight forwarders generally multi -source and 
can switch among several long -established com peting shipping companies without 
significant  additional cost . This would also likely make input foreclosure 
unprofitable for APMM. Indeed, one major freight forwarder indicated that, even if 
APMM  had the ability to restrict access to its shipping services , it would be rather 
easy for it to find alternative providers of container shipping services.  
(90) Finally, the Commission notes that APMM’s  rationale for the Transaction mainly 
relates to Senator International’s presence in the air freight forwarding services  
market rather than its limited activities and presence in ocean freight forwarding. 
Indeed , APMM’s memo to the board of directors  indicate s that Senator International 
will “ [summary of APMM’s internal assessment of why the Transaction is focused 
                                                 
101  The Parties note that given that ocean freight forwarding services may differ in terms of scope fr om one 
contract to the next, the cost structure for freight forwarding services provided by Senator International is 
different for each shipment and depends on what steps of the shipping process is managed by Senator 
International. In some cases Senator In ternational does not book the shipment and provides only ancillary 
freight forwarding services ([ Information on Senator International’s pricing calculation ] ). Consequently, 
the margins in the area of ocean freight forwarding may differ from shipment to sh ipment and depend on 
what steps of the shipping process is managed by Senator International. Also, the margins may be 
different in case of long -term contracts than in case of ad hoc shipments, in particular in the current 
market environment (Parties’ respo nse to question 13 of RFI 6).  
102  Comparing net revenues to EBITDA/operating income.  
103  The Parties note that due to the market developments in the industry arising from the pandemic and 
subsequent macro -economic events, margins are currently unusually hig h. See the Parties’ response to 
question 13 of RFI 6.  
104  The underlying Senator International ocean freight forwarding turnover includes […] and comprises also 
[…]. See the Parties’ response to question 13 of RFI 6.  
105  Parties’ response  to question 13 of R FI 6.  
 
 
22 on air fr eight forwarding] ”.106 APMM foresees that “[summary of APMM ’s internal 
assessment of why the Transaction is focused on air freight  forwarding ]”.107   
(91) In light of the above, the Commission considers that APMM will likely not have an 
incentive to engage in an input foreclosure strategy post -Transaction.  
Overall effect of input foreclosure  
(92) In general, a merger will raise competition concerns because of input foreclosure 
when it would lead to increased prices in the downstream market thereby 
significantly impedin g effective competition.108 
(93) If there remain sufficient credible downstream competitors whose costs are not likely 
to be raised, for example because they are themselves vertically integrated or they 
are capable of switching to adequate alternative inputs, com petition from those firms 
may constitute a sufficient constraint on the merged entity and therefore prevent 
output prices from rising above pre -merger levels.109  
(94) The Commission notes that none of the container liner shipping companies 
responding to the mark et investigation considered that the Transaction would have a 
negative impact on effective competition on the deep -sea container liner shipping 
services market , with the vast majority indicating that the Tra nsact ion would have no 
impact  at all.110 
(95) When freig ht forwarders were asked whether their ability to procure container liner 
shipping services111 and their ability to provide freight forwarding services will be 
affected as a result of the vertical integration between APMM and Senator 
International , the results of the market investigation were mixed .112 For instance, one 
freight forwarder noted that APMM could offer direct customers on the market 
preferential rates which independent freight forwarders w ould not be able to obtain . 
Another indicated however t hat they still hope to keep a strong partnership and 
continue to be provided with services and rates.113 Another freight forwarder 
indicated that, in any event, it does not intend to use APMM as a supplier post -
Transaction due to concerns that APMM will have  access to its freight information 
and can make use of it.114  
(96) However, other freight forwarders responding to the market investigation indicated 
that they expect to be able to find ways to ship their cargo as desired even without 
APMM, while others said tha t they generally have a “multiple carrier choice 
program ” and will use alternative carriers if needed. One company specified that 
                                                 
106  Form CO, Annex C.7(e).  
107  Form CO, Annex C.7(e).  
108  Non-Horizontal Merger Guidelines, paragraph 47.  
109  Non-Horizontal Merger Guidelines, paragraph 50.  
110  See replies to questi on 13 of Q1 to Container Liner Shipping Companies . 
111  See replies to to  question 1 9 of Q2 to Freight Forwarders . 
112  See replies to to question 18 of Q2 to Freight Forwarders.  
113  See replies to question 1 9.1 of Q2 to Freight Forwarders.  
114  See replies of a market participant to question 19.1 of Q2 to Freight Forwarders.  
 
 
23 they procure shipping services from nine global providers plus several regional ones, 
which are not related to the Merged Enti ty.115  
(97) In this respect, the Commi ssion also notes the presence of downstream competitors 
who are also vertically integrated. For instance, CEVA Logistics is part of the CMA 
CGM group and could turn to CMA CGM in case APMM were to engage in an input 
foreclos ure strategy. The Commission considers that this constitutes an additional 
constraint on the Merger Entity.  
(98) In addition, due to their size and their commercial significance, freight forwarders 
such as, for instance, DSV, Kuehne +Nagel have a level of countervailing bargaining 
power vis -à-vis container liner shipping companies, including APMM. For instance, 
DSV has indicated in a public statement that “We are in a good position where we 
get the capacity from carriers that we need ” and that “the long -term partnership 
between the two companies made a difference ”.116 In addition, Kuehne +Nagel 
indicated that “it has always been possible for a large player to call Maersk and 
secure a spot on one of the carrier’s container vessels, no matter how difficult the 
market looks ”.117  
(99) Finally , similarly to the container liner shipping companies, several freight 
forwarders also noted that considering Senator  International ’s limi ted volume for 
ocean carriage , the Transaction in itself is not expected to change the market 
situation.118 
(100)  Consequently, the Commission considers that an input foreclosure strategy post -
Transaction by APMM would be unlikely to have a negative effect on competition.  
Conclusion  
(101)  Based on the above considerations and all evidence available to it, the Com mission 
concludes that an input foreclosure strategy post -Transaction by APMM in order to 
exclude or deteriorate access of Senator  International ’s competitors purchasing 
container liner shipping services in any of the affected legs of trade is unlikely.  
5.1.4.2.  Customer foreclosure  
(A) The Parties’ views  
(102)  APMM submits that the Merged Entity will not have the ability or the incentive to 
engage into any customer foreclosure strategy by sourcing most or all of its needs in 
container liner shipping services from APMM in the  EEA or by degrading access 
conditions for other container liner shipping companies , in particular in view of 
Senator  International ’s small size in ocean freight forwarding downstream  which 
precludes any possibility of customer foreclosure and will not aff ect competing 
container liner shipping companies upstream .119 
                                                 
115  See replies to question 19.1 of Q2 to Freight Forwarders.  
116  Paragraph 1.20 of the Parties’ response to RFI 4.  
117  Paragraph 1.20 of the Parties’ response to RFI 4.  
118  See repl ies to question 20.1 of Q2 to Freight Forwarders.  
119  Form CO, paragraph 349.   
 
 
24 (B) The Commission’s assessment  
Ability to foreclose  
(103)  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 si gnificant 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 conce rns on that 
ground.120 
(104)  First,  Senator  International ’s market share in the downstream market for ocean 
freight forwarding services is limited , less than 1% in the overall market for ocean 
freight forwarding at a global,121 EEA122 or national level . Its market share remains 
below 5% at global, EEA or national level also when domestic ocean freight 
forwarding and cross border ocean freight forwarding services are considered 
separately.  Indeed, Senator International is mainly focused on air freight forw arding 
and the ocean freight forwarding business represents only around […] of its overall 
annual revenues and […] of its annual total freight forwarding turnover.123 In 
addition, the Parties’ combined market shares would also remain significantly  below 
20% under any geographic market definition in a possible overall market for freight 
forwarding (that is, when air and ocean freight forwarding are taken together) both 
for domestic and cross -border freight forwarding services.124    
(105)  Second,  Senator  International ’s demand in container liner shipping services of 
around […] TEUs  in 2020  is small , as compared to a total market of more than 76.8 
million TEUs .125 Therefore, Senator cannot be considered  an important customer 
with a significant degree of market power  in the downstream market. Out of […] 
TEUs, Senator  International only shipped around […] TEUs  with APMM in 2020  
which represents [0-5]% of the total cargo transported by APMM (which wa s around 
[…] TEUs ).126  
(106)  In addition, out of the nine legs of trade where APMM ’s market share on a 
standalone basis exceeds 30% in the (overall) deep -sea container liner shipping 
services market, Senator International has not managed any volumes shipped with 
APMM and/or any other carrier in two of them, that  is: ISCME -MED and OCE -
MED .127 Consequently, it is not currently  a customer in these legs of trade . 
Therefore , even i f Senator International started providing such  services in these legs 
of trade and procur ing shipping services from APMM in the future, this would not 
                                                 
120  Non-Horizontal Merger Guidelines, paragraph 61.  
121  Form CO, paragraph 59 and footnote 26: t he Parties estimate Senator International’s market share to be 
below 0.5% globally. The Parties note that, based on Global Freig ht Forwarding 2021, Ti Research, p.177 , 
the top 25 ocean freight forwarders alone account for a total volume of more than 25 000 000 TEUs.  
122  Form CO, paragraph 59 and footnote 27: The Parties estimate Senator  International ’s marke t share to be 
below 0.5% at EEA level. According to Senat or International, given that the Top 15 Ports in Europe have 
a throughput of 76.8 million TEUs in 2020, its market shares is far below 0.5%.  
123  Form CO, paragraph 90.  
124  Form CO, paragraph 268.  
125  The Top 15 container ports in Europe had a throughput of 76.8 million TEUs and Senator International 
estimates its market share to be well below 0.5% at EEA level. See Form CO, footnote 27.  
126  Form CO, paragraph 344.  
127  Form CO, paragraph 378.  
 
 
25 deprive a ny of APMM’s competitors in container liner shipping from current 
volumes.  
(107)  Furthermore, Senator  International ’s demand in container liner shipping services in 
the remaining seven affected legs of trade128 is very small ( […]TEU) compared to a 
total market of container liner shipping services in these  legs of trade of more than 3 
million TEU s (approximately  [<0.1]% of the total demand in these legs of trade ).129 
(108)  Senator  International ’s demand for container shipping services is very small also 
when considering the additional five trade routes where APMM’s market share 
exceeds 30% only when adding consortia market shares, that is FEA -NE, MED -
FEA, FEA -MED, MED -NAM, NAM -MED. Senator International managed around 
[…] TEUs compared  to a total market of 21 048 044 TEUs in these trade legs. 
Senator International therefore represents [<0.5] % of the total demand in these legs 
of trades130 and cannot be considered as an important customer.   
(109)  Finally, Senator  International ’s share of demand for container liner shipping services 
in any of the legs of trade where it manages cargo shipped with container liners is 
consistently less than 1% (in most cases even less than 0.1%).131 
(110)  Third , the market for ocean freight forwarding services is fragmented  and includes 
several major players , such as Kühne+Nagel, DSV  and DHL.132 Should Senator 
International contract exclusively or mostly with APMM , APMM’s competitors in 
container liner shipping services would still have access to a sufficient customer 
base.  
(111)  For i nstance, there are several large freight forwarders such as, Kuehne +Nagel, DHL 
Global Forwarding, DSV, DB Schenker with a much larger market share in ocean 
freight forwarding than Senator International within the EEA. For instance, 
Kuehne+Nagel ’s market sh are was  around [10-20]% in 2020, while DHL Global 
Forwarding ’s was around [0-10]%.133 These companies represent a large proportion 
of the overall demand for container liner shipping services. When the demand for 
container liner shipping services represented by Senator’s top 5 competitors is taken 
together, it represents around [0-10]% of the total demand f or container liner 
shipping services, whereas Senator  International ’s demand represents [<0.1] % of the 
total demand for container liner shipping services.134 
(112)  Fourth , the respondents to the market investigation did not raise any concerns with 
regard to custom er foreclosure. In particular, none of the container liner shipping 
companies responding to the market investigation considered that their ability to 
supply container liner shipping services to freight forwarders will be affected in any 
                                                 
128  The rema ining seven affected legs of trade where APMM’s market share exceeds 30% on a standalone 
basis and where Senator International has volumes shipped with APMM and/or any other carrier are (see 
Form CO, paragraph 61): OCE – NE; MED – ISCME; CAMCAR – NE; MED – ECSA; ECSA – MED; 
MED – SAF and SAF – MED.  
129  Form CO, paragraph 66.  
130  Form CO, paragraph 74.  
131  Form CO, paragraph 334.  
132  Form CO, paragraph 59.  
133  Parties’ response to question 1a) of RFI 7 . 
134  Parties’ additional response to question 1b) of RFI 7. 
 
 
26 way post -Transactio n135 and none of them indicated that they considered Senator 
International as one of their main customers or a significant customer in ocean 
freight forwarding overall  or in any  specific leg of trade .136 On the contrary, one 
shipping company indicated that “Senator International never played a significant or 
dominant role in the freight forwarding market ” and that “their volumes are very 
small in comparison to our capacity on the routes ”137 while another one commented 
that “Senator is a marginal player in freight  forwarding  and a marginal customer 
overall for  […] as an ocean carrier ”.138    
(113)  When asked about the impact of the Transaction on their company, the majority of 
the container liner shipping companies expressing a view indicated that the 
Transaction would have no impact.139 One of them also commented that “we can 
easily replace the cargo controlled by Senator International ”.140 While o ne company 
considered that there was a risk of the price agreement with Senator becoming 
known to APMM  post-Transaction, which  could lead them to terminate business 
relations with Senator ,141 this company also indicated that the vertical integration 
between APMM and Senator International w ould not restrict its ability to supply 
container liner shipping services to freight forwarders in general because “the freight 
forwarders’ market is fragmented and the Senator shares are very little in our 
business ”.142  
(114)  In light of the above, the Commission considers that, post -Transaction, the Merged 
Entity is unlikely to  have the ability to engage in a customer foreclosure strategy in 
the EEA and in the countries  where Senator International is active.  
Incentive to foreclose  
(115)  The incentive to foreclose depends on the degree to which it is profitable. The 
merged entity faces a trade -off between the possible costs associated with not 
procuring products from upstream rivals and the possible gai ns from doing so, for 
instance, because it allows the merged entity to raise price in the upstream or 
downstream markets .143 
(116)  Given Senator  International ’s small demand for container liner shipping services in 
the EEA  as indicated above , the Merged Entity would have limited benefits on the 
upstream  markets for container liner shipping services .  
                                                 
135  See repl ies to question 17 of Q1 to Container Liner Shipping Companies.  
136  See, for instance, replies to question 4.1 of Q1 to Container Liner Shipping Companies. The respondents 
indicated that Senator International’s volumes are very small and there are no legs of trade where they 
provide container liners shipping services only to Senator International.    
137  See reply of a market participant  to question 4.1 and question 17.1 of Q1 to Container Liner Shipping 
Companies.  
138  See reply of a market participant to question 4.1 and question 17.1 of Q1 to Container Liner Shipping 
Companies.  
139  See replies to question 14 of Q1 to Container Liner Shipping Companies.  
140  See reply of a container liner shipping company to question 14.1 of Q1 to Container Li ner Shipping 
Companies.  
141  See reply of a container liner shipping company to question 14.1 and 19.1 of Q1 to Container Liner 
Shipping Companies.  
142  See reply of a container liner shipping company to question 17.1 of Q1 to Container Liner Shipping 
Companie s. 
143  Non-Horizontal Merger Guidelines, paragraph 68.  
 
 
27 (117)  In addition, the Commission considered in its decision in case M. 9221  - CMA 
CGM/CEVA144 that no freight forwarder can afford, in order to address its clients’ 
needs, to procure all of its needs in container l iner shipping services from a single 
carrier . In support of this observation, t he Commission noted in that case that CMA 
CGM’s subsidiary CC Log only source d […]% to […]% of its needs from CMA 
CGM . However, i n the present case, Senator International sources less than 10% of 
its needs from APMM.145 This makes it all the more unlikely for Senator 
International to stop procuring container liner shipping services from APMM’s 
competitors post -Transaction.   
(118)  In light of the above, the Commission considers tha t, post -Transaction, the Merged 
Entity will not likely have the incentive to engage in a customer forecl osure strategy 
in the EEA in general and in each EEA country  where Senator is active .  
Overall effect of customer foreclosure  
(119)  It is only when a sufficie ntly large fraction of upstream output  is affected by the 
revenue decreases resulting from the vertical merger that the merger may 
significantly impede effective competition on the upstream market. If there remain a 
number of upstream competitors that are not affected, competition from those firms 
may be sufficient to prevent prices from rising in the upstream market and, 
consequently, in the downstream market.146 
(120)  The Commission considers that even if Senator  International ’s small demand for 
container liner s hipping services (of around […] TEUs ), which represented less than 
1% of the total demand in the EEA in 2020 , was sourced exclusively fro m APMM , 
this would have a limited impact on the market for container liner shipping services.  
In addition, the presence  of larger freight forwarders with countervailing buyer 
power or of competitors in freight forwarding, like for instance CEVA Logistics , 
which are vertically integrated would constitute sufficient constraints on the Merged 
Entity and would limit the effect s of a potential customer foreclosure strategy, if any.  
(121)  Therefore, the Commission considers that APMM’s competitors in the upstream 
market for container liner shipping services will likely be unaffected by the 
Transaction.  
(122)  In light of the above, the Commi ssion considers that, post -Transaction, the 
implementation of a customer foreclosure strategy by the Merged Entity would have 
likely no overall negative impact o n effective competition in the EEA in general and 
in each EEA country.   
Conclusion  
(123)  Based on th e above considerations and in light of all the evidence available to it, the 
Commission concludes that a customer foreclosure strategy post -Transaction by the 
Merged Entity in order to deteriorate access of or exclude APMM’s competitors 
selling container l iner shipping services in the EEA in general and in each EEA 
country is unlikely.  
                                                 
144  See Case M.9221 – CMA CGM/CEVA , paragraph 91.  
145  Form CO, paragraph 353.  
146  Non-Horizontal Merger Guidelines, paragraph 74.  
 
 
28 5.1.5.  Conclusion on the vertical effects   
(124)  Based on the above considerations and in light of all the evidence available to it, the 
Commission concludes that the Transaction does n ot raise serious doubts as to its 
compatibility with the internal market due to vertical effects.  
5.2. Conglomerate effects in relation  to contract logistics , air freight forwarding and 
container liner shipping  services  
(125)  The Transaction may have a conglomerate dimension, as it involves services that 
belong to related markets (i.e. container liner shipping services , contract logistics 
services and air freight forwarding  services), that is, products that are purchased by a 
significant set of consumers for a simila r end use (either together in a bundle or 
separately). The main concern in the context of conglomerate mergers is that of 
foreclosure. The combination of products in related markets may confer on the 
merged entity the ability and incentive to leverage a st rong market position from one 
market to another by means of tying o r bundling. Those practices are common and 
often have no anticompetitive consequences. Companies engage in tying and 
bundling in order to provide their customers with better products or off erings in cost -
effective ways.147  
(A) The Parties’ views  
(126)  The Parties submit that the Transaction will not lead to any conglomerate 
anticompetitive effects. Post-Transaction, APMM will not have the ability to tie or 
bundler either its contract logistics services  or its air freight forwarding services  or 
both of them to its container liner shipping services , and would have no incentive to 
engage in a tying/bundling foreclosure strategy. Customers will continue to have 
access to competitive contract logistics and f reight forwarding and container liner 
shipping services on a standalone basis.148  
(B) The Commission’s assessment  
(127)  In order to assess the likelihood of an anticompetitive foreclosure strategy  due to 
conglomerate links , the Commission will examine whether the Merged Entity has (i) 
the ability to foreclose and (ii) the incentives to foreclose. Lastly, the Commission 
will assess whether such practices may have a significant negative impact on 
competition and consumers.149 
(128)  The Commission considers that APMM will not g ain any ability, post -Transaction, 
to engage in a strategy of tying or bundling its contract logistics services and/or air 
freight forwarding services with its container liner shipping services. First, the 
Merged Entity will lack the market power on any of the markets concerned to 
engage in such a strategy. The Parties’ combined market share in the contract 
logistics market is significantly below 1% consider ing the narrowest plausible 
definition (i.e. limited to Germany).150 Moreover, the Parties’ combined market 
share in the air frei ght forwarding is very limited. Even considering the narrowest 
                                                 
147  Non-Horizontal Merger Guidelines, paragraph 93.  
148  Form CO, paragraph 82.  
149  Non-Horizontal Merger Guidelines, paragraph 94.  
150  Form CO, paragraph 84.  
 
 
29 plausible definition at national level, the Parties’ combined mark et share would be 
below 5%. Second, the Commission notes that com peting container liner shipping, 
contract logistics and freight forwarding services will remain available on a 
standalone basis from other carriers and logistics providers.  
(129)  In addition, in t he case of air freight forwarding, there is no practical conglomerate 
relationship to container liner shipping because customers do not buy air freight 
forwarding, contract logistics and container liner shipping services simultaneously. 
Indeed, even though  a customer may have a service contract with a provider that 
includes both ocean and air transportation, the customer would use ocean and air 
transportation independently from each other based on individual needs (shipment 
size, value and urgency).151  
(130)  The s ame also applies to the three markets considered together. Customers typically 
do not procure any of their container liner shipping, air freight forwarding or 
contra ct logistics services together. Most major customers have different 
departments or teams re sponsible for procurement of such services, with different 
decisions regarding different elements of the logistics process made by different 
people, reflecting the fact that they are not procured together.152  
(131)  Furthermore, the  Commission has already acknowle dged that the market structures 
of shipping services and logistics services differ, which makes bundling difficult. 
While contract logistics services are customer -demand driven and tailor made, 
container liner shipping services and air freight forwarding s ervices  are mostly off -
the-shelf services.153 Consequently, technical tying or bundling might not be possible 
in any of these markets, and it would be easy to reverse any hypothetical 
tying/bundling even if APMM tried to.154  
(132)  The incentive to foreclose rivals through bundling or tying depends on the degree to 
which this strategy is profitable.155 The Commission considers that APMM would 
have no incentive post -Transaction to favour any tied or bundled offers to the 
detriment of its core container liner shipping ac tivities. Indeed, Senator 
International’s share in contract logistics or air freight forwarding is small while 
APMM is one of the largest container liner compan ies. The revenues attributable to 
air freight forwarding and contract logistics provided by APMM  represent 
respectively only [<5]% and [5-10]% of APMM’s container liner  shipping revenues.  
Consequently, APMM is unlikely to have an economic incentive to engage in (full or 
partial) foreclosure and will continue to offer such services separately, since 
customers could in any case switch to alternative providers.156 
(133)  Should the Merged Entity  decide to increase the price of standalone contract 
logistics , air freight forwarding  or container liner shipping services, the Commission 
considers that the incentive t o do so would be mitigated by the existence of 
alternative shipping , contract logistics and air freight forwarding services providers. 
                                                 
151  Paragraph 1.47 of the Parties’ response to RFI 6.  
152  Paragraph 1.48  of the Parties’ response to RFI 6.  
153  M.9221 – CMA CGM/CEVA , paragraph 105.  
154  Form CO, paragraphs 84 and 86 -87.  
155  Non-Horizontal Merger Guidelines, paragraph 105.  
156  Form CO, paragraphs 85 and 88.  
 
 
30 The Commission considers that the Transaction is unlikely to have an overall 
negative impact on effective competition in the markets for contract logistics , air 
freight forwarding  and container liner shipping services, as any bundling or tying 
strategy is unlikely to reduce the ability and incentives to compete of the significant 
competing providers that are active in the EE A. Customers will continue to have 
immediate access to competitive container liner shipping , contract logistics and air 
freight forwarding services on a standalone basis. Overall, the Commission is of the 
view that the effects of any hypothetical tying or bundling strategy is unlikely to 
have an overall negative impact on prices and choice.  
(134)  Based on the above considerations and in light of all the evidence available to it, the 
Commission considers that the Transaction does not raise serious doubts as to it s 
compatibility with the internal market in relation to hypothetical  conglomerate 
effects.  
6. CONCLUSION  
(135)  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