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, 26.6.2019  
C(2019)  4921 final  
PUBLIC VERSION 
 
To the notifying party 
Subject : Case M. 9319 – DP World / P&O Group  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 17 May 2019, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which DP World 
FZE (United Arab Emirates),3 part of the DP World PLC group (“DP World”, 
United Arab Emirates), acquires within the meaning of Article 3(1)(b) of the Merger 
Regulation  sole control of the whole  of Dubai Ferries Holding FZE (“P&O Group”, 
                                                 
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  DP World FZE is wholly owned by DP World PLC,  which is an undertaking incorporated in Dubai 
(United Arab Emirates) and is 80.45% indirectly owned by the Government of Dubai, with the remaining 
19.55% shareholding listed on NASDAQ Dubai.  DP World PLC regards itself as an economic unit with 
independent power of decision -making from the rest of other entities ultimately owned by the Government 
of Dubai.  
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information omitted has been replaced by 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 United Arab Emirates) by way of a pu rchase of shares (“the Transaction”) .4 DP 
World and P&O Group are collectively referred to as the “Parties”.  
1. THE PARTIES  
(2) DP World , which is majority -owned by the Government of Dubai , is a worldwide 
operator  of marine terminals and  other port infrastructure. Its terminals  handle 
general and bulk cargo, roll -on/roll -off and load- on/load- off vessels and passengers. 
DP World also provides cargo handling and logistics services, that is to say , the 
discharging and loading of vessels and related acti vities , such as handling of trucks / 
rail / barges, warehousing, container repair and container storage . Following its 
recent acquisition of sole control over Unifeeder5, DP World is also active in  the 
provision of maritime transportation services for cont ainerised goods in Northern 
Europe  and the Mediterranean . 
(3) P&O Group  is active in the operation of cargo and passenger ferries in the United 
Kingdom, Ireland and Northern Europe (primarily Benelux & France) through P&O 
Ferries Holdings Limited (“ P&O Ferries ”), and the provision of freight forwarding 
and logistics services on a pan -European basis through P&O Ferrymasters Holdings 
Limited (“P&O Ferrymasters”). In addition, P&O Ferrymasters has a vertically 
integrated trailer and intermodal division, which provides road and rail services, both 
to P&O Ferrymasters’ freight forwarding division and third parties.   
(4) P&O Group is indirectly owned by the Government of Dubai. In previous decisions6, 
the Commission considered DP World as an undertaking independent of other 
entities ultimately owned by the Government of Dubai . P&O Group therefore 
represents an undertaking separate from DP World.  
2. THE OPERATION  
(5) Pursuant to a shar e purchase agreement signed on 20 February 2019, DP World will 
purchase the entire issued share capital of P&O Group. As a consequence, DP World 
will acquire sole control over P&O Group . 
(6) In light of the above, the Transaction constitutes a concentration within the meaning 
of Article 3(1)(b) of the Merger Regulation.  
3. EU DIMENSION  
(7) The undertakings conc erned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million7 (DP World: EUR 5 854 million; P&O 
Group:  EUR  […]  million). Each of them has an EU -wide turnover of more than 
EUR  250 million (DP World: EUR […]  million; P&O Group : EUR […]  million) , 
                                                 
4  Publication in the Official Journal of the European Union No C 179, 24.05.2019 , p. 20. 
5  Case M.9093 –  DP World Investments/Unifeeder . 
6  Cases M.6060 – Citigroup/Public Sector Pansion Investment Board/DP World D/P World Australia/JV ; 
M.6913 – DP World/Go odman/DP World Asia; M.9093 –  DP World Investments/Unifeeder .  
7  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1).  
 
3 but they do not achieve more than two -thirds of their aggreg ate EU -wide turnover 
within one and the same Member State.  
(8) The Transaction therefore has an EU dimensio n within the meaning of Article  1(2) 
of the Merger Regulation.  
4. MARKET DEFINITION  
(9) DP World and P&O Group are both active on the market s for:  
(i) intra-European door -to-door multimodal transport services and  
(ii) short -sea container shipping services .  
(10) In addition, two vertical re lationships arise from the Transaction:  
(iii) P&O Ferrymasters’ (P&O Gro up) freight f orwarding  (downstream)  and 
Unifeeder’s (DP World) LoLo short -sea container shipping  services  
(upstream),  and  
(iv) Unifeeder’s (DP World) s hort-sea container shipping  services  (downstream)  
and P&O Ferrymasters’ (P&O Group) road and/or rail containe r transport 
services  (upstream).  
4.1. Intra -European door -to-door multimodal transport services  
4.1.1. Relevant product m arket  
(11) Door -to-door multimodal transport services consist in taking up cargo at an agreed 
point and de livering it to another agreed point. Customers decide where the point of 
loading and point of delivery are situated and transport services providers adapt to 
this. As the cargo is containerised, it can travel on vessels, trucks, trains and barges .8 
(12) The Parties submit that the relevant market is the market for the provision of intra -
European door -to-door multimodal  transport services. According to the Parties, 
different modes of transport for intra -European volumes are generally substitutable 
from the perspective of end customers.9 
(13) In a prior d ecision, the Commission noted that sea vessel operators, truck, rail and 
barge companies offering door -to-door transport ultimately compete on the provision 
of multimodal transport services, as transport operators often need to combine 
different modes of t ransport in order to provide a full door -to-door service. 
Therefore, the Commission concluded that there is a market for door -to-door 
transport services, including all modes of transportation.10 
(14) In the present case, the Commissio n will assess the effects of  the Transaction on the 
market for intra -European door -to-door multimodal transport services . 
                                                 
8  Case M.7523 –  CMA CGM/OPDR , paragraph 24.  
9  Form CO, paragraph 56.  
10  Case M.7523 –  CMA CGM/OPDR , paragraph 31.  
 
4 4.1.2. Relevant geographic m arket  
(15) In previous cases, t he Commission  considered that the market for door -to-door- 
multimodal transport services could be defined on a trad e basis, by aggregating 
country pairs  (e.g. Northern Europe to British Isle ), or on a country pair  basis , (e.g. 
Germany to the UK) .11 Ultimately, the Commission left the geographic market 
definition open.12 
(16) The Parties consider the geographic scope of the market to be Northern Europe, but 
acknowledge that the Commission has previously considered narrower market 
definitions.13 
(17) For the purpose of this assessment, the exact geographic scope of the market for 
door-to-door multimodal container transport services  can be left open, since the 
Transaction would not raise s erious doubts as to its compatibility with the internal 
market under any plausible geographic market definition.  
4.1.3. Conclusion 
(18) Therefore, for the purpose of this decision, the Commission considers the relevant 
market to be the one for intra -European door -to-door multimodal transport services , 
to be assessed on the basis of  the narrower geographic market, that is, on the 
country -by-country basis . 
4.2. Short-sea container shipping services  
4.2.1. Relevant product market  
(19) 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.  
 
(20) In its prior decisional practice, the Commiss ion has left open whether shipping 
services should be part of a broader door -to-door multimodal transport services 
market.14 Should a separate market for shipping  services  exist , the Commission has 
concluded that (i) container shipping is distinct from non- containerised shipping 
(such as bulk shipping) , (ii) short -sea container shipping is distinct from long -sea 
container shipping (i.e. deep- sea shipping) , (iii) container  liner shipping (scheduled 
service)  is different from non -linear shipping (that is, char ter, tramp or specialised 
transport services) .  
 
                                                 
11  Case s M.9093 – DP World Investments/Unifeeder , paragraph 25  and M.7523 – CMA CGM/OPDR , 
paragraph s 36 and 37.  
12  Case s M.9093 – DP World Investments/Unifeeder , paragraph 27 and M.7523 – CMA CGM/OPDR , 
paragraph 37. 
13  Form CO, paragraph 78.  
14  Cases M.9093 – DP World Investments/Unifeeder , paragraph 31; M.8330 – Maersk Line/HSDG , 
paragraph 19; M.7523 – CMA CGM/OPDR , paragraph 48.  
 
5 (21) The Commission has also considered, but ultimately left open, whether a distinction 
should be made between reefer (that is, refrigerated) and non- reefer (that is, not 
refrigerated) services .15 
 
(22) The Commission  has also to date left open whether the transport of wheeled 
container cargo on ferries (“RoRo”) should be considered as a different product 
market from the transport of lift on - lift off (“LoLo”) container cargo on container 
vessels.16  
 
(23) Finally, the Comm ission has also considered, but left open, whether feeder services , 
i.e. transport of cargo between hub ports and (smaller) outports , should be 
considered as part of the short -sea container transport services market or as a 
separate product market.17 
(24) The Parties submit that short- sea container shipping  services should be regarded as 
part of a broader market for intra -European door -to-door multimodal container 
transport services, encompassing all modes of transport.18  
(25) However , the Parties argue that, if short -sea container shipping services were to be 
considered as a separate market, then RoRo and LoLo short -sea container shipping 
services should be considered as distinct sub- segments. RoRo ferries transport 
wheeled cargo and the relevant vessels have built -in ramps for the “rolling -on” and 
“rolling -off” of the cargo. On LoLo ferries, cargo is transported in containers that are 
loaded and unloaded by cranes. Therefore, LoLo vessels must be called in at 
terminals with LoLo facilities, primarily container crane s, whereas RoRo terminals 
do not require such cranes. The Parties therefore conclude that LoLo and RoRo 
vessels differ in structure and are not substitutable.19 
(26) Furthermore, the Parties submit that feeder services should be considered as a 
separate market f rom the  short -sea container shipping market. According to the 
Parties, feeder services represent a different type of services. They involve the 
onward transportation of container volumes that originate from outside Europe from 
a large European hub port to a European outport and vice -versa. Instead, short -sea 
services relate to the transportation of container volumes that originate within 
Europe , primarily between smaller European outports. Customers of feeder services 
also differ from those of short -sea ser vices. Feeder services are provided or sub-
contracted by deep -sea liners as part of end -to-end shipping services , whereas short -
sea service operators provide the end -to-end shipping service directly to freight 
forwarders or beneficial cargo owners (“ BCOs ”). Last, competitors for feeder 
services largely differ from short -sea service providers.  
(27) The Commission notes that , for the purpose of assessing this Transaction, there is no 
need to distinguish between reefer and non- reefer services, considering that the  
Transaction does not give rise to horizontal effects. As to the other plausible market  
                                                 
15  Cases  M.9093 – DP World Investments/Unifeeder , paragraph 34; M.8330 – Maersk Line/HSDG , 
paragraph 19; M.7523 – CMA CGM/OPDR , paragraph 52. 
16  Case s M.9093 – DP World Investments/Unifeeder , paragraph 32; M.8330 – Maersk Line/HSDG , 
paragraph  19; M.7523 – CMA CGM/OPDR , paragraph  50. 
17  Case M.9093 – DP World Investments/Unifeede r, paragraph 32. 
18  Form CO, paragraph 59.  
19  Form CO, paragraphs 62 and 63.  
 
6 definition s, the questions of whether there is a market for short -sea container liner 
shipping services and, if so, whether RoRo ferry services, LoLo short -sea services  
and feeder services should constitute separate markets can be left open, as the 
Transaction would not raise serious doubts as to its compatibility with the internal 
market under any plausible product market definition.  
4.2.2. Relevant g eographic market  
(28) In its prior decisional practice, the Commission has considered that the short -sea 
container shipping market should be segmented on the basis of (i) either single trade  
or corridor , defined by the range of ports which are served at both ends of the 
service;  or (ii) single leg of trades, hence, direction of the trade flows . It has however 
left the exact scope of the geographic market open .20 
(29) The Parties submit that, from a demand -side perspective, the relevant geographic 
market should be Northern Europe.21  
(30) For the purpose of this assessment, the exact geographic scope of the market for 
short -sea container shipping  services can be left open, since the Transaction seems 
unlikely to give rise to ser ious doubts under any plausible geographic market 
definition. 
4.2.3. Conclusion  
(31) Therefore, for the purpose of this decision, the Commission considers the relevant 
market s are those for RoRo /LoLo short -sea shipping  services  and f or LoLo short -sea 
shipping services  to be assessed either on the basis of the leg of trade or on the basis 
of the country pair  delineation.  
4.3. Freight f orwarding  services  
4.3.1. Relevant  product m arket  
(32) The Commission has defined the freight forwarding services market in its prior 
decisional practice as the organisation of transportation of items (possibly including 
activities such as customs clearance, warehousing, ground services, etc.) on behalf of 
custom ers according to their needs.22 
(33) The Commission has  considered the possibility of sub- segmenting  the market into 
domestic and cross -border freight forwardi ng and into freight forwarding by air, land 
and sea.23 
(34) The Parties do not express any disagreement with th e Commission’s approach .24 
                                                 
20  Cases  M.9093 – DP World Investments/Unifeede r, paragraph 36 and 38; M.7523 – CMA CGM/OPDR , 
paragraphs 53, 60 and 61.  
21  Form CO, paragraph  78. 
22  Case s M.8120 – Hapag- Lloyd/United Arab Shipping Company , paragraph 26;  and M.7268 – 
CSAV/HGV/Kühne Maritime/Hapag- Lloyd AG , paragraph 37.  
23  Case s M.8120 – Hapag- Lloyd/United Arab Shipping Company , paragraph 26;  M.7268 – 
CSAV/HGV/Kühne Maritime/Hapag- Lloyd AG , paragraph 37;  and M.5450 –  Kühne/HGV/TUI/Hapag-
Lloyd , paragraph 18 . 
24  Form CO, paragraph 82.  
 
7 (35) For the purpose of this assessment, the exact product market definition can be left 
open since the Transaction would not rais e serious doubts as to its compatibility with 
the internal market under any plausible product market definition.  
4.3.2. Relevant g eographic market  
(36) The Commission in its previous decisional practice has considered the geographic 
scope of the market as either nati onal or wider in scope .25 
(37) The Parties consider the geographical market to be wider than national in scope, 
encompassing at least Northern Europe.  
(38) For the purpose of this assessment, the exact geographic scope of the market for 
freight forwarding services can be left open, since the proposed Transaction does not 
raise serious doubts  under any plausible geographic market definition.  
4.3.3. Conclusion 
(39) Therefore, for the purpose of this decision, the Commission considers the relevant 
market to be the one for  the fre ight forwarding services further segmented into 
domestic and cross -border freight forwarding and on the basis of the mode of 
transport ( by air, land and sea)  at national level.  
5. COMPETITIVE  ASSESSMENT  
5.1. Horizontal overlaps   
(40) The Transaction does not give rise to any horizontally affected markets. The 
activities of DP World  (through Unifeeder ) and P&O Group (through P&O Ferries ) 
overlap in the market for containerised transportation services . However, the Parties’ 
combined market share does not exceed 20% on any plausible product and 
geographic market definition.   
5.1.1. Intra -European door -to-door multimodal transport services in Northern Europe  
(41) Irrespective of whether the door -to-door multimodal transport services market is 
defined as regional ( such as, Northern Europe) or on the basis of individual legs of 
trade, the Parties’  market shares do not exceed 20%.  
(42) There are a multitude of operators which provi de containerised transport  services in 
Northern Europe , thos e active in the transportation of containe rs by road and rail via 
the Channel tunnel, as well as those which offer  highly frequen t RoRo  ferry  and 
LoLo short -sea container shipping services, including DFDS, Stena, Cobelfret, A2B, 
Samskip and Eurotunnel. As acknowledged by the Commiss ion in prior de cisions, 
truck companies indeed represent one of the main competitors of carriers that 
provide door -to-door multimodal transport services.26  
                                                 
25  Cases M.8120 –  Hapag- Lloyd/United Arab Shipping Company , paragraph 26;  and M.7268 – 
CSAV/HGV/Kühne Maritime/Hapag- Lloyd AG , paragraph 39.  
26  Case M.9016 –  CMA CGM /Container Finance , paragraphs 104- 106. 
 
8 Table 1: Market shares -  Door-to-door multimodal transport  services  in Northern Europe   
Party  Shares by volume (TEU  / %)  
 
DP World ( Unifeeder ) […] [5-10]% 
P&O  Group ( P&O 
Ferries ) […] [0-5]% 
P&O Ferrymasters 
(road/rail)  […] [0-5]%  
TOTAL MARKET  […]27 100%  
 
5.1.2. Intra -European door -to-door multimodal transport services based on leg s of trade  
(43) The Parties have also provided best estimates of their market shares in the  door-to-
door multimodal transport services market with respect to  the legs of trade where 
their activities  overlap , namely: the UK to the Netherlands  (and vice versa) ; the UK 
to Belgium (and vice versa) ; the UK to Germany  (and vice versa) ; the Netherlands to 
Italy (and vice versa) ; the Netherlands to Poland (and vice versa) ; Belgium to Italy  
(and vice versa) ; Germany to the Netherlands  (and vice versa) ; the Netherlands to 
Poland (and vic e versa) ; the United Kingdom to Portugal . 
(44) In none of the above legs of trade the Parties ' combined market shares exceed  20%.  
Table 3: Market  shares – Door-to-door multimodal transport  on individual legs of trade  
Legs of trade   
 DP World  
(Unifeeder)  
 (P&O 
Ferries  
 P&O 
Ferrymasters 
Road  
 P&O 
Ferrymasters 
Rail 
 
UK to Netherlands  [0-5]% [0-5]% [0-5]% Not Active  
Netherlands to UK  [0-5]% [0-5]% [0-5]% Not Active  
UK to Belgium  [0-5]% [5-10]% [0-5]% Not Active  
Belgium to UK  [0-5]% [10-20]%28 0%29 Not Active  
UK to Germany  [0-5]% Not Active  [0-5]% Not Active  
Germany to UK  [0-5]% Not Active  [0-5]% Not Active  
Netherlands to Italy  [0-5]% Not Active  [0-5]% Not Active  
Italy to Netherlands  [0-5]% Not Active  [0-5]% Not Active  
                                                 
27  DP World ( Unifeeder ) considers that this is a conservative estimate of total containerised transport in 
Northern Europe, as it primarily takes account of traffic going to hub ports rather than  between smaller 
ports or between cities where there is no port (i.e., by road or rail).   
28  P&O Ferries estimates that it has a share of approximately [10- 20]% on a combined RoRo/LoLo marke t). 
The Parties do not have reliable data as to the total market o f other forms of container transportation (such 
as road and rail) are brought into the total market, but P&O Ferries’ share would in any event be lower 
than the market shares on a RoRo/LoLo basis.  
29  P&O Ferrymasters has confirmed that it does not transpo rt containers between Belgium and the U nited 
Kingdom  by road and therefore its share on an all container transport market on this route of trade is in 
fact 0%. The combined market shares of the Parties on an all door -to-door multimodal transport market on 
the “Belgium to the UK” leg of trade therefore does not exceed [10 -20]%. 
 
9 Legs of trade   
 DP World  
(Unifeeder)  
 (P&O 
Ferries  
 P&O 
Ferrymasters 
Road  
 P&O 
Ferrymasters 
Rail 
 
Netherlands to Poland  [0-5]% Not Active  [0-5]% Not Active  
Poland to Netherlands  [0-5]% Not Active  [0-5]% Not Active  
Belgium to Italy  [0-5]% Not Active  [0-5]% Not Active  
Italy to Belgium  [0-5]% Not Active  [0-5]% Not Active  
Germany to Netherlands  [0-5]% Not Active  [0-5]% Not Active  
Netherlands to Germany  [0-5]% Not Active  [0-5]% Not Active  
Netherlands to Poland  [0-5]% Not Active  [0-5]% Not Active  
Poland to Netherlands  [0-5]% Not Active  [0-5]% Not Active  
UK to Portugal  [0-5]% Not Active  [0-5]% Not Active  
 
5.1.3. RoRo/LoLo short -sea container shipping services  
(45) As explained in paragraph (25) , the Parties do not consider that a combined 
RoRo /LoLo short -sea shipping services market would be an appropriate market 
definition.  
(46) The Parties do not have reliable total market data with respect to a hypothetical  
RoRo /LoLo short -sea shipping services market. However, the y consider that on such 
a market their combined shares would not exceed 20%  on any of the legs of trade  
where their activities overlap, namely: the UK to the Netherlands  (and vice versa) ; 
the UK to Belgium (and vice versa) . 
Table 4: Market shares – RoRo /LoLo  short -sea services on overlapping legs of trade  
Legs of trade  DP World 
(Unifeeder)  
(Containers)30 P&O Ferries  
(Containers)  Combined 
market 
share s Total market  
(Containers)  
UK to Netherlands  […] [0-5]% […] [0-5]% [0-5]% […] 
Netherlands to UK  […] [0-5]% […] [0-5]% [0-5]% […] 
UK to Belgium  […] [0-5]% […] [5-10]% [5-10]% […] 
Belgium to UK  […] [0-5]% […] [10-20]% [10-20]% […] 
Source: UK Government Statistics (https://www.gov.uk/government/statistical-data-sets/port -and-domestic -
waterborne -freight -statistics -port ) 
5.1.4. LoLo short -sea container shipping services  
(47) If the market fo r containerised transportation wa s segmen ted to comprise only LoLo 
short -sea container shipping  services , the horizontal overlap between DP World 
(through Unifeeder ) and P&O Ferries  would be almost entirely removed, as P&O 
                                                 
30  As UK Government statistics are not provided in TEUs, DP World (Unifeeder)’s volumes have been 
converted to containers where 2 TEU equates to approximately 1 container.   
 
10 Ferries  does not generally operate LoLo short -sea container shipping  services, with 
the exception of a single LoLo vessel w hich operates between Hull (the UK) and 
Zeebrugge  (Belgium) . 
(48) On a Northern European basis, the Parties estimate that their combined market share 
is well below 20% (indeed on the Parties’ best estimates is approximately [0-5]%). 
Furthermore, as P&O F erries only provides LoLo short -sea container shipping 
services on th e route between Hull and Zeebrugge  the increment brought about by 
the Transaction on this market is de minimis  and would not result in any appreciable 
impact on competition.   
Table 5: Market shares - provision of LoLo short -sea services in Northern Europe (2018)  
Part ies Shares by volume (TEU / %)  
DP World ( Unifeeder ) […]  [0-5]%  
P&O Ferries  […] [0-5]%  
TOTAL MARKET31 […] 32 100%  
5.2. Vertical relationships  
(49) DP World (through Unifeeder) is active in the market for door -to-door multimodal 
transport services and in the market for short -sea container shipping  services, while 
P&O Ferrymasters is active in the market for freight forwarding services and also 
provide s, via a trailer and intermodal division, certain trucking and rail services both 
to P&O Ferrymasters’ freight forwarding services and to third parties. In this 
context, the Parties' activities do not overlap. However, the Parties' activities are 
verticall y related . The Transaction creates vertical links between:  
(a) DP World operations  in the upstream market for  door-to-door- multimodal 
transport services and (LoLo) short -sea container shipping services , on the 
one hand, and P&O Ferrymasters ’ operations in the  downstream market for 
freight forwarding services, on the other hand; and 
(b) P&O Ferrymasters ’ operations in the upstream market for road and rail 
services and DP World’s operations in the downstream market for door -to-
door multimodal transport services and short -sea container shipping services.  
5.2.1. Legal framework  
(50) According to the Non- Horizontal Merger Guidelines,33 foreclosure occurs when 
actual or potential rivals' access to markets is hampered, thereby reducing those 
                                                 
31  The total market size is based on DP World ( Unifeeder )’s best estimates.  
32  DP World ( Unifeeder ) considers that this is a conservative estimate of LoLo short -sea transportation in 
Northern Europe, as it primarily takes account of traffic going to hub ports (rather than between smaller 
ports).  
33  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 ("Non -Horizontal Merger Guidelines").  
 
11 companies' ability and/or incentive to compete.34 Such foreclosure can take two 
forms: (i) input foreclosure, when access of downstream rivals to supplies is 
hampered;35 and (ii) customer foreclosure, when access of upstream rivals to a 
sufficient customer base is hampered.36 
(51) For input or customer for eclosure to be a concern, three conditions need to be met 
post-Transaction: (i) the merged entity needs to have the ability to foreclose its 
rivals; (ii) the merged entity needs to have the incentive to foreclose its rivals; and 
(iii) the foreclosure strategy needs to have a significant detrimental effect on 
competition on the downstream market (input foreclosure) or on customers 
(customer foreclosure).37 In practice, these factors are often examined together since 
they are closely intertwined.  
5.3. Overview of the vertically affected markets  
(52) Related markets in which DP World  or P&O Ferries holds a market share of at least 
30% in the upstream market and/or  in the downstream market are considered to be 
vertically affected by the Transaction.  
(53) As regards the upstrea m market s for door-to-door multimodal transport services and 
(LoLo) short -sea container shipping services, with respect to the downstream market 
for freight forwarding services, DP World  (through Unifeeder) 's market share would 
exceed 30% only in the market for (LoLo) short -sea container shipping services and 
only if the geographic scope of such market were  defined narrowly on the basis of 
country pair legs of trade.  In such a case, DP World  (through Unifeeder) ’s market 
shares would exceed 30% on the f ollowing four legs of trade: Germany to the UK 
([70-80]%), the UK to Germany ( [60-70]%), Poland to the UK ( [40-50]%) and the 
UK to Poland ( [40-50]%). 
Table 6 – Vertically affected markets  
(DP World's market shares exceeding 30%)  
 
Upstream market  DP World’s  share  
upstream affected 
market  P&O Group’s share  
downstream affected 
markets  
Freight forwarding  
LoLo short -sea from Germany to the UK [70-80]% [0-5]%  
LoLo short -sea from the UK to Germany  [60-70]% [0-5]%  
LoLo short -sea from Poland to the UK [40-50]% [0-5]%  
LoLo short -sea from the UK to Poland  [40-50]% [0-5]% 
Source:  Parties ’ estimates  
                                                 
34  Non-Horizontal Merger Guidelines, paragraphs 20 -29. 
35  Non-Horizontal Merger Guidelines, paragraph 31.  
36  Non-Horizontal Merger Guidelines, paragraph 58.  
37  Non-Horizontal Merger Guidelines, paragraphs 32 and 59.  
 
12 (54) As regards the downstream market  for door-to-door multimodal transport services 
and (LoLo) short -sea container shipping services, with respect to the upstream 
market for road and rail services , DP World 's market share would exceed 30% only 
if the geographic scope of the market were defined narrowly on the basis of the 
country pair legs of trade indicated under paragraph (31) . 
Table 7 – Vertically affected markets  
(DP World’s market shares exceeding 30%)  
 
Upstream market  P&O Group’s share  
upstream affected 
market   DP World’s share  
downstream affected markets   
LoLo short -sea shipping  
Road and Rail services  [0-5]% [70-80]% (from Germany to the UK)  
Road and Rail services  [0-5]% [60-70]% (from the UK to Germany)  
Road and Rail services  [0-5]% [40-50]% (from Poland to the UK)  
Road and Rail services  [0-5]% [40-50]% (from the UK to Poland)  
Source:  Parties ’ estimates  
5.4. Assessment of the vertically affected markets  
DP World  (Unifeeder) ’s upstream market for (LoLo) short -sea container 
shipping services and P&O Ferrymasters ’ downstream market for freight 
forwarding services  
(55) The Commission will assess in this section whether the Transaction would lead to (i) 
input foreclosure, pursuant to which DP World would foreclose P&O  Ferrymasters'  
competitors by restricting  access to , or deteriorating the quality of , the (LoLo) short -
sea container shipping services that it provides to P&O Ferrymasters ' competitors in 
Germany, Poland or the United Kingdom; or (ii) customer foreclosure, pursuant to 
which P&O Group  would foreclose DP Worl d's competitors by sourcing its ( LoLo) 
short -sea container shipping services  requirements in Germany, Poland or the United 
Kingdom mostly or exclusively from DP World. 
5.4.1. Input foreclosure  
DP World’s view  
(56) DP World argues  that, irrespective of its market share, the Transaction would not 
lead to any foreclosure scenario, as DP World ( Unifeeder ) would have neither the 
ability nor the incentive to engage in input foreclosure strategies.38 
The Commission assessment  
(57) For input foreclosure  to be a concern, the vertical ly 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.39 
                                                 
38  Form CO, paragraph s 118- 124. 
39  Non-Horizontal Merger Guidelines, paragraph 35.  
 
13 (58) The Commission notes that post -Transaction, DP World ( Unifeeder )’s market share 
in Northern Europe for the provision of containerised transport will be  less than 
[5-10]% and less than [ 0-5]% on a ( LoLo ) short -sea container shipping basis. Only 
under the narrowest possible geographic market definition, that is, single legs of 
trade between country pairs,  DP World ( Unifeeder )’s market shares would 
exceed  30%  and lead to four affected  legs of trade : Germany to the UK ( [70-80]%); 
the UK to Germany ( [60-70]%); Poland to the UK ( [40-50]%); and the UK to 
Poland ( [40-50]%).  
(59) Nevertheless, the following elements question the ability of DP World (Unifeeder)'s 
to foreclose P&O Ferr ymasters ' competitors. O n the affected routes of trade , 
numerous competing and attractive providers will be present . More precisely, post -
Transaction, on the Germany to the UK (and vice versa) and Poland to the UK (and 
vice versa) legs of trade short -sea and deep -sea shipping services  providers , such as 
Containerships, DFDS, Hapag Lloyd,  Seago , and MSC will be present, as well as 
RoRo shipping providers such as DFDS  and Stena .40 Therefore, in response to any 
attempt by DP World ( Unifeeder ) to increase prices or deteriorate/refuse its services , 
P&O Ferrymaster s’ competitors could easily react by shi fting their  volumes to a 
competing shipping  services provider.  
(60) Moreover, official statistics compiled by Eurotunnel show that a certain amount of 
freight volumes are moved in and out the United Kingdom via the Euro tunnel. 
Precisely, i n 2017 1.63 million trucks, which roughly correspond to 3.26 million 
TEU, have gone through the Euro tunnel. By comparison, DP World (Unifeeder)’s 
short -sea shipping activity represents less than [0 -5]% of t he freight  that in 2017 was 
transported in and out of the U nited Kingdom  by trucks through the Eurotunnel.41 As 
a result, short -sea shipping on routes connecting the U nited Kingdom  to the 
continent does not appear to be  an important input for freight forwarding  services,  in 
the sense that it can easily be substituted by road and rail transport  modes . This is 
line with the Commission ’s acknowledgement  in prior decisions, that  short -sea 
container shipping services are exposed to competitive pressure from other modes of 
transport.42  
(61) The Parties also argue that the affected legs of trade are dominated by RoRo rather 
than LoLo shipping services, while DP World ( Unifeeder ) only provides LoLo 
shipping services.  This is confirmed by  a report on UK Port Freight Statistics 
published in 2017 by the Department of Transport , which states  that RoRo services 
are more significant t han LoLo services: 100.8 million tonnes of cargo had been 
shipped to/from UK major ports as RoRo freight , whereas only 64.0 million tonnes 
had been LoLo freight.43 Moreover, only 38.7 % of the LoLo freight had been 
shipped to the EU, while the majority had been shipped to Asia, whereas 97.7 % of 
the RoRo freight had been shipped to the EU.44  
(62) In light of the above, the Commission considers that, on balance, DP World has no  
ability to engage in an input foreclosure strategy in Germany, Poland, and the United 
Kingdom.  
                                                 
40  Form CO, paragraph 156.  
41  Form CO, paragraphs 122- 124. 
42  M.9016 – CMA CGM/Container Finance , paragraph 106; M.7523 – CMA  CGM/OPDR , paragraph 91.  
43  UK Port Freight Statistics 2017 , Department for Transport, 22 August 2018, page 5 . 
44  UK Port Freight Statistics 2017 , Department for Transport, 22 August 2018, page 21 . 
 
14 (63) The incentive to foreclose depends on the degree to which foreclosure would be 
profitable. In this context, a  vertically integrated firm w ould take into account how 
its supplies of inputs to downstream competitors  would affect not only the profits of 
its upstream activities, but also of its downstream activities. Essentially, the merged 
entity faces a trade -off between the profit lost in the upstream market due to a 
reduction of input sales to (actual or potential) rivals and the profit gain, in the  short 
or longer term, from expanding sales downstream or, as the case may be, being able 
to raise prices to consumers.  The incentive for the integrated firm to raise rivals' 
costs further depends on the extent to which downstream demand is likely to be 
diverted away from the foreclosed rivals  and the share of that diverted demand that 
the downstream division of the integrated firm can capture .45 
(64) The market investigation  in this case has confirmed that freight transport is a 
dynamic business  in the EEA . Asked whether the ratio between ship transport and 
road/rail transport ha d changed over the past five years on routes between the United 
Kingdom and Germany or Poland, a freight forwarder  replied  that, “[t] he business of 
moving loads is always changing and e volving, mainly due to price spiking and 
customer cost saving requirements ”.46 The market investigation has also confirmed 
that transport by sea is only one of the ways in which freight is transported from 
Germany or Poland to the United Kingdom. A customer  has explained that , in 
deciding which means of transport to use to  transport containers between the United 
Kingdom and Germany or Poland, “ the transit time is the key factor [although]  
product type, loading/onload restrictions&destinations all have to be taken into 
account before decid[ing]  on the logistical method”. This operator  has further 
explained that , “the self -drive trailer [is] the quickest but the most expensive and the 
container via rail being the cheapest but slowest … This isn’t the “absolute law” on 
pricing and transit as there are a lot of factors / permutations that can affect and/or 
alter the final choice ”.47  
(65) Moreover, the merged entity would gain limited benefits on the upstream market 
from a foreclosure strategy of  downstream competitors.  Given the limited demand 
represented by  P&O Ferrymasters, any refusal by DP World (Unifeeder) to supply 
short -sea shipping services to P&O Ferrymasters’ competitors would indeed lead to 
a loss of volumes for DP World ( Unifeeder ) without substantial increa se in the 
volumes treated by P&O Ferrymasters. The Commission therefore finds that, even if 
DP World were to have  the ability to engage in a n input  foreclosure strategy, it 
would likely  lack the incentive to do so.  
(66) Moreover, as the Commission has establis hed in prior decisions, in the intra -
European short -sea shipping markets there are no major barriers to entry or 
expansion.48 Hence, short -sea shipping services providers active on legs of trade 
different from the affected ones could easily expand their act ivities , so as to include 
the Germany to the UK (and vice- versa), and Poland to the UK (and vice -versa)  legs 
of trade , were DP World (Unifeeder) to decide to start engaging in a foreclosure 
strategy.  
                                                 
45  Non-Horizontal Merger Guidelines, paragraphs 40 and 41.  
46  E-mail of  Kuehne + Nagel  of 4 June 2019.  
47  E-mail of Kuehne + Nagel of  4 June 2019.  
48  Cases M.9016 – CMA CGM/Container Finance , paragraphs 96 -99; M.8330 – Maersk Line/HSDG , 
paragraph 209; M.7523 –  CMA CGM/OPDR , paragraph 109.  
 
15 (67) In general, a merger will raise competition concerns due to input foreclosure when it  
leads to increased prices in the downstream market thereby significantly impeding 
effective competition.49 If there remain sufficient credible downstream competitors 
whose costs are not likely to be raised, for example because they are themselves 
vertically integrated or  capable of switching to adequate alternative inputs, 
competitions from those firms may constitute a sufficient constraint on the merged 
entity and therefore prevent output prices from rising above pre -merger lev els.50  
(68) Based on the above considerations and all evidence available to it, the Commission 
concludes that a post -Transaction input foreclosure strategy by DP World 
(Unifeeder) in order to exclude P&O Ferrymasters’ competitors in Germany, Poland, 
and the United Kingdom is unlikely.  
5.4.2. Customer foreclosure  
DP World’s view  
(69) DP World argues that no customer foreclosure can arise as P&O Ferrymasters is not 
an important customer of short -sea services. Hence, DP World (U nifeeder)’s short -
sea competitors cannot be plausibly foreclosed from significant volumes.51 
The Commission assessment  
(70) Any customer foreclosure  strategy of the merged entity would also be unlikely. For 
customer foreclosure to be a concern, the  merger must involve a company which is 
an important customer with a significant degree of market power in the downstream 
market. By contrast, i f, the existing or future customer base  is sufficiently large  to 
turn to independent suppliers, vertical foreclosure concerns are unlikely to arise.52  
(71) In the present case, the merged entity cannot be considered to be an important 
customer of (LoLo) short -sea container shipping services. In Northern Europe , P&O 
Ferrymasters’ market share in the freight forwarding services market is [0-5]%, and 
only […]% of their activity  involves a seaward leg. Furthermore, in any single 
Member State P &O Ferrymasters’ s market share remains [0-5]%. Even when 
considering  all possible sub- segments of the freight forwarding services market , 
therefore the domestic and cross -border segments as well as t he freight forwarding 
by air, land and sea  segments , P&O Ferrymasters’ market shares remain well below 
[20-30]%.53 As a consequence, it is unlikely that  DP World’s competitors c ould be 
foreclosed from significant volumes  as a result of the Transact ion. .  
(72) The merged entity would also have no incentive to engage in a ny foreclosure  
strategy since such strategy  would in all likelihood  not be profitable. Should P&O 
Ferrymasters  decide to exclusively procure (LoLo) short -sea container shipping 
services f rom DP World (Unifeeder), there would still remain  numerous operators in 
the freight forwarding services market , such as Kuehne+Nagel, Internationale LKW 
                                                 
49  Non-Horizontal Merger Guidelines, paragraph 47.  
50  Non-Horizontal Merger Guidelines, paragraph 50.  
51  Form CO, paragraphs 128- 130. 
52  Non-Horizontal Merger Guidelines, paragraph 58.  
53  Form CO, paragraph 116.  
 
16 Walter and Erontrans, to which DP World (Unifeeder)’s competitors could offer 
their shipping  services.  
(73) For this reason t he Commission considers  that any foreclosure strategy is unlikely to 
have an adverse impact on competition. I t is indeed only when a sufficiently large 
fraction of upstream output is affected by the revenue decreases resulting from the 
vertical merger that the merger may significantly impede effective competition on 
the upstream market. If there remain a number of upstream c ompetitors 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.54  
(74) Based on the above considerations , the Commission concludes that a post -
Transaction customer foreclosure strategy by P&O Ferrymasters in Germany , Poland 
and the  UK is unlikely . 
P&O Ferrymasters ’ upstream market for road and rail services and DP World  
(Unifeeder) ’s downstream market for (LoLo) short -sea container shipping 
services  
(75) The Commission will assess in this section whether th e Transaction could lead to 
(i) input foreclosure, pursuant to which P&O Ferrymasters  would foreclose DP 
World 's competitors by restricting access to , or deteriorating the quality of , its road 
and rail services in Germany, Poland or the United Kingdom; or (ii) customer 
foreclosure, pursuant to which DP World  would foreclose P&O Ferrymasters ' 
competitors by sourcing its  road and rail services  requirements in Germany, Poland 
or the United Kingdom mostly or  exclusively from P&O Ferrymasters . 
5.4.3. Input foreclosure  
DP World’s view  
(76) DP World argues that no input  foreclosure can arise as P&O Ferrymasters is not an 
important supplier of road and rail services . As a consequence , DP World 
(Unifeeder)’s short -sea shipping services competitors cannot be plausibly foreclosed 
from significant volumes.55 
The Commission assessment  
(77) The Commission notes that P&O Ferrymasters provides containerised transportation 
services by rail on ten legs of trade only four  of which - Poland to Netherlands (and 
vice versa), and Germany to Romania (and vice versa)  – relate to routes where 
Unifeeder’s short -sea shipping services can be considered as “ affected markets ”. On 
each o f these routes , P&O Ferrymasters ’ market share does not exceed [0 -5]%. P&O 
Ferrymasters also provide s containerised  transport services by road throughout 
Europe. However, its market share does not exceed [0 -5]% on any individual leg of 
trade.56 As a result , P&O Ferrymasters’ rail and road services cannot  be considered 
to represent an important input for DP World’s competitors in the downstream 
market.   
                                                 
54  Non-Horizontal Me rger Guidelines, paragraph 72.  
55  Form CO, paragraphs 108- 109. 
56  Form CO, paragraph 103.  
 
17 (78) Moreover, P&O Ferrymasters faces competition from a number of rail and road 
service providers in Germany, Poland and the UK, such as Samski p, ECS2XL, A2B 
and LKW.  Post-Transaction DP World ( Unifeeder )’s short -sea shipping competitors  
could therefore switch to a variety of alternative transportation providers , should 
P&O Ferrymasters decide to r estrict or deteriorate access to its road and rail services. 
The m arket investigation has confirmed that transport by rail represents a valid 
alternative to road transport especially in countries with a good rail network, “… 
clients moving from road to container/rail ...is ultimately driven by the needs of the 
client and when they nee d to receive goods. The rail/container network is very poor 
in most European countries for the ability to be flexible to the client’s need. The 
main “good” countries are … Belgium, Netherlands, Luxembourg, Cerntral and 
Northern Germany and Central and Northern Poland”.57 As a consequence, a 
foreclosure  strategy  would simply result in a loss of volumes for  P&O Ferrymasters 
with no likelihood  that such losses could be recouped with a increased volumes 
coming from DP World ( Unifeeder ). Therefore, P &O Ferrymasters neither appear to 
have the  ability nor the  incentive  to engage in an input foreclosure strategy. 
(79) Based on the above considerations, the Commission concludes that a post -
Transaction input foreclosure strategy by P&O Ferrymasters  in order to exclude DP 
World’s downstream competitors in Germany, Poland, and the United Kingdom is 
unlikely.  
5.4.4. Customer foreclosure  
DP World’s view  
(80) DP World argues that no customer  foreclosure can arise as DP World (U nifeeder)  is 
not an important customer of road and rail services  in any of the affected countries . 
Hence, DP World (U nifeeder)’s short -sea shipping services competitors cannot be 
plausibly foreclosed from significant volumes.  
The Commission assessment  
(81) The Commission notes that DP World  (Unifeeder) appear s to be a small consumer of 
road and rail transportation services  in any of the routes/legs where Unifeeder’s 
services can be considered as “affected countries ”. In 2018, DP World (Unifeeder) 
only spent EUR […]  on road and rail transport ation services  (EUR […] in Germany, 
EUR […] in the UK and EUR […]  in Poland). Post-Transaction t he merged  entity 
will not represent  an important customer of road and rail transportation service 
providers in any of the affected countries . As a result, P&O Ferrymasters' rivals will 
not be foreclosed from access to substantial  cargo volumes. This is particularly so 
given that , on the one hand, shipping providers are not cons idered  major consumer s 
of road and rail transportation providers58, and, on the other hand,  P&O  
Ferrymasters ' limited presence (particularly on rail routes) means that it currently 
lacks the ability to service all of DP World ( Unifeeder )’s transportation requirements 
in the affected countries  
                                                 
57  E-mail of  Kuehne + Nagel  of 4 June 2019.  
58  Case s M.8330 - Maersk Line/HSDG , paragraph 2 64; M.8120 -  Hapag Lloyd/United Arab Shipping 
Company , paragraph 145.   
 
18 (82) Based on the above, it is unlikely that the Transaction will give rise to any 
significant risk of consumer foreclosure strategies.  
5.5. Conglomerate effects  
(83) The Transaction may have a conglomerate dimension, as it involves services that 
belong to related markets (i.e. short -sea contai ner liner shipping s ervices  and road 
and rail services), i.e., products that are purchased by a significant set of consumers 
for a similar end use (either together in a bundle or separately). The main 
competition  concern raised by  conglomerate mergers is foreclosure of compet itors. 
The combination of products in related markets may confer on the merged entity the 
ability and incentive to leverage a strong market position from one market to another 
by means of tying of bundling. Those practices are common and often have no 
anticompetitive consequences. Companies engage in tying and bundling in order to 
provide their customers with better products or offerings in cost -effective ways.59 
The Parties ’ views  
(84) The Parties submit that the Transaction will not lead to any cong lomerate 
anticompetitive effect. Even if in principle post -Transaction DP World could offer 
an end -to-end transport service to freight forwarders and beneficial cargo owners, it 
would have no incentive to do so.60 
The Commission’s assessment   
(85) Whereas it is acknowled ged that conglomerate mergers in the majority of 
circumstances will not lead to any competition problems, in certain specific cases 
there may be harm to competition.61 In order to assess the likelihood of such 
anticompetitive foreclosure strategy, the Commission will examine whether the 
merged entity has (i) the ability to foreclose and  (ii) the incentives to foreclose. 
Lastly, the Commission will assess whether such practices may have a significant 
negative impact on competition and consumers.62 
(86) The Commission considers that post -Transaction DP World will not be able to 
engage in a tying/bundling foreclosure strategy. On the one hand, P&O Ferrymasters 
has limited market p resence in the supply of road and rail container transportation 
services. On the other ha nd, when organis ing transportation , freight forwarders have 
a lot of flexibility as to which road and rail provider t o use. Even on a narrow 
geographic basis there are many alternatives to P&O Ferrymasters’ road and rail 
container transportation services. DP World ( Unifeeder )’s shipping services are 
similarly not essential, as post-Transaction freight forwarders could  easily switch to 
alternative providers  which  – as seen in paragraph (66)  - are readily able to expand 
their fleet and establish new routes to serve demand.  
(87) DP World would not, in any case, have an incentive to engage in tying/bundling 
strategies. This reflects  the fact  that freight forwarders have a variety of alternative 
providers to choose from and, thus , could not be forced to accept a tied/bundled offer 
                                                 
59  Non-Horizontal Merger Guidelines, paragraph 93.  
60  Form CO, paragraph s 139- 140. 
61  Non-Horizontal Merger Guidelines, paragraph 92.  
62  Non-Horizontal Merger Guidelines, paragraph 94.  
 
19 from DP World (Unifeeder). Any attempt to tie the purchase of P&O  Ferrymasters’  
road and rail container transporta tion services to the supply of DP World 
(Unifeeder )’s short -sea shipping services would simply result in a loss of volume , as 
freight forwarders would switch  to the  service of one of DP World (Unifeeder) 
competitor s.  
(88) Finally, any hypothetical bundling/tyi ng foreclosure strategy would have no 
anticompetitive effects. Rivals’ ability to compete for future contracts would not be 
affected by the potential loss of a few contracts , as a result of some customers 
accepting the bundled offer. This reflects in parti cular the fact that most rivals -  
shipping lines, such as Maersk and CMA CGM  - are heavily vertically integrated 
with interests in inland transportation , such as road and rail as well as terminal/ports 
and shipping services. The loss of sales in one market  would not lead to their exit , 
given their possibility of compensating that loss with  commercial activities  in 
another market . Competitors would remain active on other routes and any attempt by 
DP World to subsequently raise prices would invite re -entry.  
(89) Based on the above considerations and in light of all the evidence available to it, the 
Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market in relation to hypothetical conglomerate 
effect s 
6. CONCLUSION  
(90) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the  
Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission