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,  17.2.2020  
C(2020)  935 final  
PUBLIC VERSION 
 
To the notifying parties  
Subject : Case M. 9673 – COLUMBIA THREADNEEDLE INVESTMENTS / 
BRITTANY FERRIES / CONDOR 
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 13 January  2020, the European Commission received notification of a  
concentration pursuant to Article 4 of the Merger Regulation which would result 
from a proposed transaction by which Columbia Threadneedle Investments (“CTI”, 
United Kingdom)  and B.A.I. Bretagne Angleterre Irlande S.A., trading as Brittany 
Ferries (“BF”, France)  intend to acquire within the meaning of Article 3(1)(b) of th at 
Regulation joint control over MEIF II Channel Islands Transport Holdings Limited 
and its subsidiaries (“Condor” or “the Target”, Guernsey), by way of purchase of 
shares ( “the Transaction”).  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect fro m 1 December 2009,  the Treaty on the 
Functioning of the European Union (“TFEU”) has introduced certain changes, such as the replacement of 
“Community” by “Union” and “common market” by “internal market”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and 
other  confidential information. The 
omissions are shown thus […] . Where 
possible the information omitted has been 
replaced by ranges of figures or a general 
description.  
 
 
2 (2) CTI, BF  and Condor are hereinafter referred to as ‘the Parties’ to the Transaction 
while CTI and BF are referred to as ‘ the Notifying Parties’. The undertaking that 
would result from the Transaction is referred to as ‘the merged entity’  
1. THE PARTIES  
(3) CTI is a UK gl obal asset manager, offering a range of strategies and solutions 
covering global, regional and domestic markets and asset classes. It is the asset 
management group of Ameriprise Financial, Inc, a leading US -based financial 
services provider.  
(4) BF is a French  shipping company, which operates passenger and freight transport 
services between France and the UK, France and Ireland, UK and Spain, and 
between Ireland and Spain. It also offers a selection of mini -cruises, holiday options 
and packages. It does not ope rate any services to or from the Channel Islands.  
(5) Condor  is incorporated in Guernsey and operates passenger and freight ferry 
services between the Channel Islands and the UK, and the Channel Islands and 
France.  Condor is (indirectly) owned by Macquarie Eur opean Infrastructure Fund II, 
a UK company, and belongs to the Macquarie Group. 
2. THE OPERATION  
(6) The Transaction is to be achieved by means of the execution of a share and p urchase 
agreement, by which TopCo, a newly incorporated entity, will acquire the entire 
issued share capital of Condor, the Target . 
(7) The CTI Fund, an investment fund of CTI, will hold around […] % in TopCo (and 
ultimately in the Target) while BF will hold approximately […] % in it. The 
Notifying Parties’ precise participation in the Targe t is to be determined on or after 
closing . While the actual percentage may change, BF will in any event be the 
minority shareholder in TopCo. Notwithstanding this, pursuant to the Shareholders’ 
Agreement between the CTI Fund and BF, they will jointly contr ol TopCo because 
both shareholders’ consent will be needed to i) adopt or approve any variation to the 
Target’s business plan or annual budget and ii) appoint, terminate or approve a 
potential variation of the remuneration of the chief executive.  
(8) In light  of the above, and  taking into account the fact that the operation would result 
in the acquisition by CTI and BF of joint control, through TopCo, over Condor, the 
Transaction,  in line with paragraphs 24 and 91 of the Commission's Consolidated 
Jurisdictiona l Notice3 ("CJN"), would result in a concentration pursuant to Article 
3(1)(b) of the Merger Regulation . 
                                                 
3  OJ C 95, 16.4.2008, p.1.  
 
 
3 3. UNION  DIMENSION  
(9) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million4 [CTI: EUR 10 868 million;  BF: EUR […] million ; 
Condor: EUR […]  million]. The  aggregate  Union- wide turnover of two of the 
undertakings concerned is more  than EUR 250 million [CTI: EUR […] million ; BF: 
EUR […] million] . Not each  of the  Parties  achieves  more than two- thirds of their 
aggregate U nion- wide turnover within one and the same Member State.5 
(10) The Transaction therefore has a Union dimension within the meaning of Article 1(2) 
of the Merger Regulation. 
4. MARKET  DEFINITION  
(11) Both BF and Condor are active in the provision of (passenger  and freight) ferry 
services. BF is also active in the (upstream) market for the provision of 
stevedoring/container terminal services.  
4.1. Ferry Services  
(12) Condor provides both passenger and freight6 services between a) the Channel Islands 
and the UK and b) the  Channel Islands and France. BF is also active in maritime 
transport of freight and passengers as well as tourism; its principal activity is the 
operation of passenger and freight transport between France and the UK, France and 
Ireland, UK and Spain and be tween Ireland and Spain.   
(13) Condor does not operate any UK -France services ,7 while BF has no operations or 
activities in, to or from the Channel Islands.  
4.1.1. Product market  
(14) In its decision in case M.2838-  P&O Stena Line (Holding) Limited, the Commission 
indicated  that: ‘ferry operators can carry both freight and passengers (passengers 
accompanying a vehicle or foot passengers) and that most of the ferry operators who 
offer passenger services operate with so -called multi- purpose vessels car rying both 
passengers and freight on the same vessel, which allows capacity to be shifted 
between the two services, depending on the specific demand for a particular 
sailing .’8 
(15) Both BF and Condor provide both freight and passenger ferry services. With rega rd 
to freight ferry services, they  are only active in short -see container liner shipping 
services. Short -sea container liner shipping involves the provision of regular, 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
5  […]. 
6  While the services Condor provides fall within ‘short sea containerised shipping’, the ‘containers’ 
involved are trucks which are driven on and off ships.  
7  For completeness, although Condor does not operate a service between the UK and France, a small 
number of passengers travel from Portsmouth to St Malo via the Channel Islands.  In terms of Condor’s 
market share, it accounts for [ 0-5]% of passengers on the Portsmouth -St Malo route. See Form CO, 
paragraph 115 and footnote 18.  
8  See paragraph 7 of the Commission decision of 7 August 2002.  
 
 
4 scheduled intracontinental (usually coastal trade) services for the carriage of cargo 
by container liner shipping companies.  
(16)  This Decision  examines  each of these possible markets separately below.  
Freight (short sea container liner ) shipping services  
(17) In its prior decisional practice, the Commission has left open “ whether shipping 
services should be part of a broader door -to-door multimodal transport services 
market .”9 Should a separate market for shipping services exist, the Commission has 
considered 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 (that is, deep- sea shipping), (iii) container liner shipping 
(scheduled service) is different from non -liner shipping (that is, charter, tramp or 
specialised transport services).10   
(18) In its prior decisional practice, t he Commission has also considered, but ultimately 
left open, whether a distinction should be made between reefer (that is, refrigerated) 
and dry or non- reefer (that is, no n-refrigerated) services.11 
(19) The Commission has also to date left open whether the transport of wheeled 
container cargo o n ferries ( roll on- roll off, “RoRo”) should be considered as a 
different product market from the transport of lift on -  lift off (“LoLo”) container 
cargo on container vessels.12 
(20) Finally, the Commission has also considered, but left open, whether feeder services, 
that is, 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.13 
Passenger shipping services  
(21) The Commission has previously define d two separate markets within passenger 
shipping services, namely the market for business passenger services and the market 
for tourist passenger services14 and concluded that there was a separate market for 
tourist passenger shipping.15 The Commission has a lso noted that, for passengers 
                                                 
9  See, for instance, case M.9319 - DP World / P&O Group, paragraph  20; M.9093- DP World 
Investments/Unifeeder, paragraph 31; M. 8330- Maersk Line/HSDG , paragraph 19; M.7523- CMA 
CGM/OPDR , paragraph 48.  
10  See, for instance, case M.9319 -DP World/P&O Group, paragraphs 20 and 27.  
11  See, for instance, M. 9319 - DP World/P&O Group, paragraph 27; M.9093- DP World  
Investments/Unifeeder , paragraph 34.  
12  See, for instance, case M.  9319-  DP World/P&O Group, paragraph 27; M.9093- DP World 
Investments/Unifeeder , paragraph 35. Roll -on/roll off ( Ro-Ro) shipping corresponds to the transport of 
wheeled cargo (lorries, cars, etc) on ships. Ro -Ro vessels have built -in ramps for the rolling -on and rolling 
off of the cargo. In Lo -Lo shipping, dock mounted cranes lift and stack containers on vessels.  
13  See, for instance, M. 9319 - DP World/P&O Group, paragraph 27; M.9093- DP World 
Investments/Unifeeder , paragraph 35.  
14  See, for instance, IV/36.253- P&O Stena Line , paragraph 22.  
15  See case M.  5756 – DFDS / Norfolk , paragraph 23.  
 
 
5 travelling by ferry without a car, rail and air transport could be a possible 
substitute.16 
4.1.1.1. The Notifying Parties’ views  
(22) The Notifying Parties submit that, as a general rule, almost all ferry service providers 
offer passenger and freight services and many will be able to do so on the same 
vessel.17 With regard to transportation services to and from the Channel Islands, 
where the Target is active, they consider that the relevant product markets should be 
considered broadly (including passenger and freight ferry services in the same 
market), since a standalone passenger ferry service would be uneconomic and 
unsustainable.18  
(23) In any event,  the Notifying Parties submit that the exact product market definition 
(including whether passenger and freight ferry services to the Channel Islands 
belong to the same market) can be left open in this case , given the lack of overlap 
between the Parties’ a ctivities , since they operate between different destinations .19 
(24) With particular regard to freight ferry services, t he Notifying Parties  submit that, as 
Condor only offers RoRo freight services and carries both refrigerated and non-
refrigerated containers on  the same vessels, it is not necessary for the Commission to 
reach any conclusion on the possible segmentation s referred to in (17) to (20),  
(25) With particular regard to passenger ferry services, s ince Condor’s passengers are 
almost exclusively tourists, the Notifying Parties further submit that the distinction 
between business and tourist passenger services would not make any difference to  
the assessment in this case.   
4.1.1.2. The Commission assessment  
(26) First, with regard to freight ferry services, t he Commission notes that there is no 
need, for the purposes of assessing the Transaction, to distinguish between reefer and 
non-reefer services or RoRo and LoLo freight services. T he Target only offers RoRo 
freight services  and it can offer both reefer and non- reefer serv ices while there is no 
horizontal overlap arising from the Transaction.  
(27) Similarly, with regard to passengers  ferry services , as the majority of the passengers 
travelling with Condor are tourists, there is no need, for the purposes of assessing the 
Transaction, to distinguish between tourist and business services.  
(28) In light of the above, the Commission considers that the releva nt product market 
concerns the market for the provision of ferry /shipping  services overall and it can be 
left open (i) whether this includes both passenger and freight ferry services; (ii) 
whether this includes both RoRo and LoLo services; and (iii) whether this includes 
both business and tourist passengers , since  the Transacti on would not raise serious 
doubts as to its compatibility with the internal market under those  alternative product 
market definition s. 
                                                 
16  See case M.5756 - DFDS/No rfolk , paragraph 23.  
17  Form CO, paragraph 72.  
18  Form CO, paragraph 74.  
19  Form CO, paragraphs 73, 74 and 76.  
 
 
6 4.1.2. Geographic market  
Freight (s hort-sea container ) shipping services  
(29) In its prior decisional practice, the Commission has co nsidered 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;20 or (ii) single leg of trades, hence, direction of the trade flows. The 
Commission has, however, left the exact scope of the geographic market definition 
open.21  
Passenger shipping services  
(30) The Commission has previously examined the geographic markets for passenger 
shipping for Short Sea and North Sea route s on the corridors: i) Western Channel, 
and the Short Sea and ii) the North Sea and the Short Sea. In its decision in case 
M.2838- P&O Stena Line  (Holding) Limited , the Commission noted that the Western 
Channel consists of routes between ports on the south coast of England and ports on 
the north coast of France.22   
4.1.2.1. The Notifying Parties’ views  
(31) The Notifying Parties submit that the relevant geographic markets for passenger 
shipping services  in this case  are i) between the UK and the Channel Islands and ii) 
between France and the Channel Islands.  With regard to freight/short -sea container 
shipping services, they submit that the relevant geographic markets should be as 
follows: i) from the UK to the Channe l Islands, ii) from the Channel Islands to the 
UK, iii) from France to the Channel Islands and iv) from the Channel Islands to 
France.  
(32) The Notifying Parties submit that it is not necessary , for the purposes of t his 
Decision , to determine whether ferry serv ices to and from the Channel Islands to the 
UK and to and from the Channel Islands t o France comprise separate markets or 
belong to the same market for the provision of passenger and freight services to and 
from the Channel Islands. They also submit that i t is not necessary to consider if 
separate ports constitute potential separate markets, as this would make minimal (if 
any) difference to Condor’s position.  
                                                 
20  See, for instance, case M.3973 -CMA CGM/Delmas , where the Commission left open the exact geographic 
market definition but observed that for both containerised shipping and RoRo shipping the relevant 
geographic market ‘consists of single trades, defined by the range of ports which are served at both ends 
of the service’, paragraphs 8 and 11.  
21  See, for instance, cases M.9319 - DP World/P&O Group, paragraph 28; M.9093 –  DP World 
Investments/Unifeeder , paragraph 36 and 38; M;8330- Maersk Line/HSDG, paragraph 20; M.7523 –  CMA 
CGM/OPDR , paragraphs 53, 60 and 61.  
22  See case M.2838 -P&O Stena Line (Holding) Limited, paragraph 6. The Short Sea consists o f routes across 
the Short French Sea ( Routes between Dover, Folkstone, Ramsgate, Newhaven and Calais, Dieppe, 
Boulogne, Dunkirk and the Channel Tunnel)  and the Belgian Straits (Ramsgate/Ostend) while the North 
Sea consists of routes between ports on the ea st coast of England and ports in Belgium and the 
Netherlands.  
 
 
7 4.1.2.2. The Commission assessment  
(33) The Commission notes that , for customers of ferry services seeking a ro ute either 
from the UK or France to the Channel Islands, suppliers of ferry services on routes 
that do not go to the Channel Islands are not potential substitutes. Furthermore, in 
the Commission’s understanding, the topography of the Channel Islands is suc h that 
vessels that service the cross -Channel routes (that is, between the UK and France) 
would not in general be used on routes to the Channel Islands as the ports in St 
Helier (Jersey) and St Peter Port (Guernsey) are subject to tidal movements and are 
generally shallower than the ports serving the UK -France routes.23  
(34) Moreover, in the Commission’s understanding, the authorisation agreements under 
which ferry services can be provided to the Channel Islands contain stringent 
obligations, which effectively m ean that only one operator can profitably provide 
primary ferry services sufficient to ensure security of supply for the Channel Islands.  
These obligations relate, for instance, to the kind of vessels to be used and the 
quality of the services to be provided on a long term basis, requiring the provision of 
both passenger and freight services.24  
(35) Therefore, for the purposes of this decision, and on the basis of its precedents and the 
arguments put forward by the Parties, the Commission considers that the cros s- 
Channel routes, that is, the routes between UK and France (as serviced by BF) do 
not belong to the same geographic market as routes to the Channel Islands (serviced 
by Condor ) because of, among others, the lack of demand -side substitutability and 
the sp ecific topography of the Channel Islands ports (tidal movements and 
shallowness) , which require a specific type of vessels for providing such services.  
4.1.3. Conclusion  
(36) For the purposes of this Decision, it is not necessary to conclude on the exact 
product and geographic definition for the market for the provision of ferry services 
(freight and passengers) , as the Transaction would not raise serious doubts as to its 
compatibility with the internal market under any alternative market definition.  
4.2. Stevedoring services  
(37) BF provides limited25 stevedoring services in several ports, including at the port of 
Portsmouth where it provides its services to Condor through its subsidiary 
Portsmouth Handling Services Limited ( PHS).  
4.2.1. Product market  
(38) Stevedoring services for containers  (also called container terminal services) are an 
input for the provision of (short -sea) container liner shipping services. The provision 
of container stevedoring services by terminal operators involves the loading, 
                                                 
23  See Form CO, paragraph 90, and the Parties’ reply to question 1 of RFI 1.  
24  See Form CO, paragraphs 91, 139 and 147 and the Parties’ reply to question 1 of RFI 1.  
25  The services offered by  BF are limited to only moving unaccompanied RoRo trailers onto ferries and 
mainly involve self -supply. See Form CO, paragraph 100.  
 
 
8 unloading, storage and land- side handling for inland transportation of containerised 
cargo.26 It relates only to freight and does not concern passenger services. 
(39) The Commission has consistently distinguished the provision of container terminal 
services to deep -sea container ships fr om the provision of terminal servi ces to 
vessels carrying non -containerised cargo (such as bulk, liquid bulk, etc.) and short 
sea vessels.27 
(40) In previous decisions the Commission has delineated container terminal services by 
traffic flows, and has considered  separate markets for container terminal services for 
hinterland traffic and container terminal services for transhipment traffic, ultimately 
leaving the product market definition open.28  
4.2.1.1.  The Notifying Parties’ views  
(41) The Parties submit that BF provides s tevedoring services that are not as 
comprehensive  as those described in previous Commission decisions . BF only 
provides a service to unaccompanied trailers and moves trailers (that is, cargo 
containers on wheels) onto and off ferries where the trailer is unaccompanied (that 
is, the engine which drove the t railer  to the port does not travel).29 Such 
unaccompanied trailers represent only a small portion of total RoRo freight.30 
(42) The Parties submit that stevedoring is not a core part of BF’s offering , as BF only 
provides stevedoring services as an ancillary service at ports where it operates and 
typically as self -supply.   
(43) In the Notifying Parties’ view, there is no need for the Commission to define the 
relevant product market for stevedoring services in this case as, on any basis , 
irrespective  of the market definition, the Transaction does not give rise to any 
foreclosure concerns in the provision of stevedoring services.  
4.2.1.2. The Commission assessment  
(44) For the purposes of this Decision, the exact delineation of the product market  
(including the question of whether the market for container terminal services should 
be segmented between hinterland and transhipment traffic) can be left open, as the 
Transaction would not raise serious doubts as to its compatibility with t he internal 
market under any plausible product market definition. 
                                                 
26  Cases M.9016 - CMA CGM/Container Finance , paragraph 49; M.7523 –  CMA CGM/OPDR , paragraph 63; 
M.5398 – Hutchison/Evergreen, paragraph 9.   
27  Cases M. 8459 -TIL/PSA/PSA DGD, paragraph 15; COMP/JV.55 – Hutchinson/RCPM/ECM, 
paragraph  25; M.5093 – DP World/Conti7/Rickmers/DP World Breakbulk/JV, paragraph 13.   
28  Cases M.9016 - CMA CGM/Container Finance, paragraph 51; M.8330 –  Maersk Line/HSDG , paragraph 
29; M.8120 –  Hapag- Lloyd/United Arab Shipping Company , paragraphs 21 and 24; M.7908 –  CMA 
CGM/NOL , paragraph 17; M.5450 – Kühne/HGV/TUI/Hapag- Lloyd , paragraph 16 and M.5398 –  
Hutchison/Evergreen , paragraphs 9 and 10.   
29  Form CO, paragraph 96.  
30  Form CO, paragraph 97.  
 
 
9 4.2.2. Geographic market  
(45) In its prior decisional practice, the Commission considered that the relevant 
geographic dimension of stevedoring services is, in its broadest scope, regional , such 
as for Northern Europe (for transhipment traffic), or, in its narrowest possible scope, 
could be delineated based on the catchment area of the ports in a certain range, such 
as Hamburg -Antwerp (for hinterland traffic) or possibly even narrower, comprising 
the por ts of a single Member State only.31 
4.2.2.1. The Notifying Parties’ views  
(46) The Notifying Parties indicate that, whilst various plausible geographic markets have 
been considered, the Commission has never considered a possible market narrower 
than that of the ports of a Member State. There is therefore no basis, in their view, to 
consider individual ports as relevant geographic markets.  
(47) The Notifying Parties also submit that it is not necessary to conclude on the precise 
scope of the relevant geographic market for stevedoring services in this case as, on 
any plausible basis, the Transaction does not give rise to concerns in the provision of 
such services.  They , however , submit  that, in view of BF’s activities,  it would be 
reasonable to consider the re levant geographic markets to be i) Southern England 
and ii) Northern France.  
4.2.2.2. The Commission assessment  
(48) In its previous decisions concerning ‘full service’ stevedoring services, the 
Commission has not concluded on the precise scope of the relevant geographic 
market and has le ft the market definition open.  
(49) For the purposes of this Decision, the question of whether the market for container 
terminal services encompasses ports of a region, of a catchment area, or of one 
Member State can be left open, as the Transaction would not raise serious doubts as 
to its compatibility with the internal market under any alternative  geographic market 
definition. 
(50) However, as the Parties have provided information at the level of the port of 
Portsmouth (where BF provides such services to Condor) , the Commission will 
assess the effects of the Transaction on the overall market for the provision of 
stevedoring services (without distinction between hinterland and transhipment 
traffic) at the level of the ports in Southern England and, even though it does not 
believe that a single port constitutes the appropriate geographic market delineation, 
also at the narrowest level of the port of Portsmouth. As demonstrated below, the 
Transaction will not give rise to competition concerns  even within this narrow  scope 
comprising only the  port of Portsmouth (which is where a vertical relationship arises 
between the Parties’ activities) . 
                                                 
31  This possible geographic market definition mainly concerned deep -sea ports. See, for example, Cases 
M.9093- DP World Investments/Unifeeder,  paragraph 15; M.9016- CMA CGM/Container Finance, 
paragraph 54; M.8330 –  Maersk Line/HSDG , paragraph 32; M.8120 – Hapag- Lloyd/United Arab Shipping 
Company , paragraphs 22 -24; M.7908 – CMA CGM/NOL , paragraph 18; M.7523 –  CMA CGM/OPDR , 
paragraph 65; M.5450 –  Kühne/HGV/TUI/Hapag- Lloyd , paragraph 16; and M.5066 –  Eurogate/APMM , 
paragraphs 15 -23.   
 
 
10 4.2.3. Conclusion  
(51) For the purposes of this Decision, it is not necessary to conclude on the exact 
product and geographic definition of the  market for the provision of container 
terminal/stevedoring services, as the Transaction would not raise serious doubts as to 
its compatibility with the internal market under any alternative  market definition.  
5. COMPETITIVE ASSESSMEN T 
(52) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a domi nant position.  
(53) In this respect, a merger may entail horizontal and/or non-  horizontal effects. 
(54) In the present case, t he Parties’ activities do not give rise to any horizontal overlaps 
but there is a vertical relationship between BF’s stevedoring activities and the 
activities of the Target.  
5.1. Horizontal relationships  
(55) While BF and Condor both provide passenger and freight f erry services, they do not 
operate on any overlapping routes. As indicated above, Condor only operates ferry 
services between the UK/France and the Channel Islands,32 while BF does not 
operate any services to and from the Channel Islands.  
(56) BF owns and opera tes 13 ships  providing passenger and freight ferry services 
between France and the UK, France and Ireland, UK and Spain and between Ireland 
and Spain. BF has never operated any services to or from the Channel Islands  and, 
based on the information provided by the Parties, does not intend to do so in the 
future. On the other hand, Condor has never offered [information provided by the 
Parties on Condor’s strategy] any services other than to and from the Channel 
Islands.  
(57) As indicated above, the Commission considers that the routes operated by BF and 
Condor do not (actually or potentially) overlap. Therefore, the Commission 
considers that the Parties’ activities in the provision of ferry services do not overlap. 
Therefore, t he Transaction does not give rise to any horizontal relationships.  
5.2. Vertical relationships  
(58) As stated above, the Transaction may give rise to a vertical relationship between BF 
and the Target.  
                                                 
32  As noted in footnote 7, although Condor does not operate a service between the UK and France, a small 
number of passengers travel from Portsmouth to St Malo via the Channel Islands.  In terms of Condor’s 
market share, it accounts for [0 -5]% of passengers on the Portsmouth- St Malo route. Therefore, even if it 
was considered that Condor and BF operate on overlapping routes, the increment resulting from the 
Transaction is minimal and will not be further considered in this Decision.  
 
 
11 (59) A vertical merger may result in anti- competitive effects due to foreclosure. 
Foreclosure concerns a situation where actual or potential rivals' access to supplies 
or markets is hampered or eliminated as a result of the merger, thereby reducing 
these companies' ability and/or incentive to compete.33 Two forms of foreclos ure can 
be distinguished in a vertical relationship: input and customer foreclosure. The first 
is where the merger is likely to raise the costs of downstream rivals by restricting 
their access to an important input (input foreclosure). The second is where the 
merger is likely to foreclose upstream rivals by restricting their access to a sufficient 
customer base (customer foreclosure).34 
(60) Input foreclosure arises where, post -merger, the new entity would be likely to restrict 
access to the products or services that it would have otherwise supplied absent the 
merger, thereby raising its downstream rivals' costs by making it harder for them to 
obtain supplies of the input under similar prices and conditions as absent the 
merger.35  
(61) Customer foreclosure may occur when a supplier integrates with an important 
customer in the downstream market. Because of this downstream presence, the 
merged entity may foreclose access to a sufficient customer base to its actual or 
potential rivals in the upstream market (the input mark et) and reduce their ability or 
incentive to compete. In turn, this may raise downstream rivals' costs by making it 
harder for them to obtain supplies of the input under similar prices and conditions as 
absent the merger.36 
(62) For an input or customer foreclos ure scenario to raise competition concerns, three 
cumulative factors need to be taken into account: (i) the ability of the merged entity 
to engage in foreclosure; (ii) the incentives of the merged entity to do so; and (iii) 
whether a foreclosure strategy w ould have a significant detrimental effect on 
competition in the downstream market.37 
(63) The Transaction gives rise to vertically affected markets due to the provision by BF 
of stevedoring services which is an input to the provision of ferry services. Condor 
does not provide any stevedoring services.38 
(64) While BF’s stevedoring services are principally ‘self -supply’, BF also provide s such 
services to a limited number of third parties, including Condor at the Port of 
Portsmouth (‘the port’ or ‘Portsmouth’). At the p ort, BF provides these services 
through its subsidiary, Portsmouth Handling Services Limited (‘PHS’).39 Therefore, 
                                                 
33  Guidel ines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 265, 18.10.2008, p. 6 (‘Non -Horizontal Guidelines’), 
paragraphs 29 –30. 
34  Non-Horizontal Guidelines, paragraphs 29– 30. 
35  Non-Horizontal Guidelines, paragraph 31.  
36  Non-Horizontal Guidelines, paragraph 58.  
37  Non-Horizontal Guidelines, paragraphs 32, 59.  
38  Condor also owns […]%  of Guernsey Stevedores Limited (“GSL”), which provides stevedoring services 
in Guernse y.  However, the provision of such services is not an affected market as it is outside the EEA. 
See Form CO, paragraph 50.  
39  Around 15 years ago, MMD (now Portico) provided such stevedoring services to Condor; see Form CO, 
paragraph 103.  
 
 
12 as Condor is a customer of PHS at Portsmouth, there is a vertical relationship 
between BF and Condor.  
(65) This vertical relationship between Condor and BF gives rise to vertically affected 
markets because Condor accounts for more than 30% of ferry services to and from 
the Channel Islands. More specifically, Condor’s share of freight ferry services 
between the UK and the Channel Islands amounted to around [70- 80]% in 2018 and 
its share of freight ferry services between France and the Chann el Islands amounted 
to around [80- 90]%. 
Table 1: Volume market shares UK -CI freight ferry services  
UK-CI freight 
services  Volume (‘000 lane metres)  
2018  2017  2016  
Condor  […] 
([70-80]%)  […] 
([70-80]%)  […] 
([70-80]%)  
Channel Seaways  ([20-30]%)* 
combined  ([20-30]%)* 
combined  ([20-30]%)* 
combined  Ronez  
Source: Form CO, paragraph 116. 
Table 2: Volume market shares France -CI freight ferry services  
 
Source: Form CO, paragraph 118. 
(66) According to the information provided by the Parties, BF accounts for around 
[10-20]%  of stevedoring services at Portsmouth. Condor as a customer of these 
stevedoring services provided by BF at Portsmouth, accounts for around [>60]% of 
the demand of these  stevedoring services provided by BF at Portsmouth , with the 
remaining [<40]% being self -supply  by BF  to its own vessels. In terms of vessel 
visits, however, Condor only accounts for around [< 30]% of BF’s stevedoring 
business, with self -supply accounting for [>70]%. Furthermore, BF estimates its 
market shares for stevedoring services in each of Southern England (where it only 
operates at Portsmouth) and Northern France (where it provides stevedoring services 
at three ports, that is, Ouistreham, Roscoff and S t Malo) to be significantly less than 
[0-10]%. France -CI freight 
services  Volume (‘000 lane metres)  
2018  2017  2016  
Condor  […] 
([80-90]%)  […] 
([80-90]%)  […] 
([80-90]%)  
Normandy 
Traders  ([10-20]%)  ([10-20]%)  ([10-20]%)  
 
 
13 (67) The Commission considers that this vertical relationship is unlikely to have any 
material impact on the market and is unlikely to raise any foreclosure concerns, as 
further analysed below.  
5.2.1. Input foreclosure  
(68) The Commission considers that the Transaction will not lead to input foreclosure, as 
the merged entity would not have the ability or incentive post -Transaction not to 
provide stevedoring services to third parties or to raise the price for stevedoring 
servi ces to third parties.  
(69) First, Condor has no actual competitors in the (downstream) provision of passenger 
and freight ferry/shipping services from Portsmouth to the Channel Islands who 
could potentially require the provision of stevedoring services at Ports mouth. There 
are no other RoRo ferry operators that sail to the Channel Islands from Portsmouth, 
so there is no incentive not to provide the types of stevedoring services supplied by 
PHS to third parties who could be operating on routes that do not compete  with 
Condor. 
(70) More specifically, as the incentive to foreclose depends on the degree to which 
foreclosure would be profitable, the Commission notes that it would be counter -
productive for BF/PHS not to provide stevedoring services to third party (RoRo) 
freight operators at Portsmouth because it would lose revenues and not gain any 
additional business by such refusal. BF/PHS already accounts for 100% of RoRo 
freight to and from the Channel Islands as it provides stevedoring services to 
Condor.  
(71) Second, proba bility of entry of a competitor to Condor is low due to (i) the stringent 
obligations under the Operating Agreement  of the Harbour Master of Jersey and the 
Memorandum of Understanding of the States of Guernsey  And (ii) the logistical 
issues in finding suit able vessels to operate these Ports.40  
(72) Regarding the suitable vessels, a new operator would have to overcome the Channel 
topography issues (with some of the largest tidal movements in the world) and 
provide the specific vessels required in the agreements. According to the information 
provided by the Parties, there are only around [<30]  vessels in the world capable of 
operating in the sea conditions around the Channel Islands and there is no other ferry 
operator who owns a comparable fleet or has sufficient vessels capable to operate 
this route and service.41  
(73) Third , the Transaction internalises a contractual relationship but does not change the 
current competitive situation. N o third party could be disadvantaged by the 
Transaction, since BF/PHS does not curre ntly provide such services to any third 
party other than Condor. PHS’ only customers are BF (that is, self -supply) and 
Condor to which it provides all its RoRo stevedoring services at Portsmouth. 
Therefore, the Commission considers, as also confirmed by the market investigation, 
that the Transaction would not lead to any material changes at Portsmouth.42  
                                                 
40  See Form CO, paragraphs 147 and the Parties’ reply to question 1 of RFI 1.  
41  See Form CO, paragraphs 90 -91 and the Parties’ reply to question 1 of RFI 1.  
42  See, for instance, the minutes of the call with [a market participant].   
 
 
14 (74) Fourth, there are other providers of stevedoring services at Portsmouth such as the 
Port of Portsmouth itself, through Portico as well as Southern Maritime  Services 
(SMS) or Portsmouth International Port which could provide such stevedoring 
services to any potential customer at the port. More specifically, Portsmouth 
International Port already provides RoRo services at the port and all stevedoring 
service pr oviders currently operating at the port are able to provide both RoRo and 
LoLo stevedoring services, should this be required in the future. For instance, as BF 
does not provide a ‘full service’ stevedoring operation and given the limited 
equipment needed t o provide the types of services it performs, these services could 
be offered by any third party, especially if they already operate at the port. As 
indicated, Portico already provided such services to Condor in the past and could 
easily provide such servic es to any third party using its existing equipment. 
Similarly,  SMS , which services cruise vessels at the port, could provide stevedoring 
services to move unaccompanied trailers with any engines/trucks  it operates.43 
(75) Lastly , given the limited stevedoring services that BF provides to its vessels and to 
Condor, there are other stevedoring service providers, which operate at other ports in 
Southern England, which could provide such services to any potential customer at 
Portsmouth. This could be done by either moving engines /trucks  (“tugs” to carry the 
unaccompanied trailers)  from other locations, such as Southampton or by acquiring 
such tugs (second hand) or renting them which requires very little investment or 
infrastructure. B F undertakes only a limited number of unaccompanied trailer 
movements per day; any third party with a small number of tugs/investment could do 
this. 
(76) Based on the above considerations and the evidence available to it, the Commission 
concludes that a post -Transaction input (stevedoring services) foreclosure strategy 
by BF/PHS in order to exclude Condor’s competitors is unlikely.  
5.2.2. Customer foreclosure  
(77) 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 in the downstream market.44 
(78) In this case, BF/PHS is already the only supplier of stevedoring services to Condor 
at Portsmouth ; the Transaction would, therefore,  not lead to any mater ial changes at 
the port and there can be no customer foreclosure as competing providers of 
stevedoring services are not affected by the Transaction. The Transaction will simply 
result in the internalisation of a pre -existing contract -based situation.  This was also 
confirmed by the authorities at the Port of Portsmouth.45 Therefore, the Transaction 
would not raise any customer foreclosure concerns for providers of the (upstream) 
stevedoring services . 
                                                 
43  See the Parties’ reply to ques tion 3 of RFI 1 as well as the minutes of the call with [a market participant] . 
44  Non-Horizontal Merger Guidelines, paragraph 58.  
45  See, among others, the minutes of the call with [a market participant].  
 
 
15 5.2.3. Conclusion  
(79) Based on the above considerations and on all the evidence available to it, t he 
Commission therefore  concludes that the Transaction  does not  raise se rious doubts 
as to its compatibility with the internal market due to vertical effects.    
6. CONCLUSION  
(80) For the above reasons, the European Commission has deci ded 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 Comm ission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President