24.3.2022
EN
Official Journal of the European Union
L 97/19
2.3.3.7.
T h e F i r s t E c o r y s R e p o r t a n d S e c o n d E c o r y s R e p o r t (117) In the course of the investigation, the Commission entrusted Ecorys with the task of establishing the market value
of the Siremar business branch.
The consultant was asked to (i) establish the market value of the Siremar business branch bundled with the new Convention, (ii) establish the market value of the business branch without any conditions attached and (iii) establish whether the workforce condition depressed the sale price.
(118) To determine the value of the Siremar business branch bundled with the new Convention, the First Ecorys Report
applied the main methodologies also used by Banca Profilo.
In particular, Ecorys applied the Discounted Cash Flow and the Economic Value Added methodologies.
(119) Firstly, Ecorys concluded that, had the Siremar business branch been sold without any conditions attached, and in
particular without the new contract for the operation of the public service, the company would have been sold at its liquidation value (51). i.e.
EUR – 0,3 million.
Ecorys noted that this liquidation value is negative and indicated that therefore immediate liquidation (in essence a sale of the ships) was not a viable alternative for a market economy operator.
Ecorys based this conclusion on the assumption that the Siremar business branch could not profitably continue its operations without public service compensation.
Ecorys described the public-service routes operated by both Tirrenia and Siremar as ‘heavily loss-making operations characterised by low passenger volumes and fully dependent on funding from the Conventions’.
Furthermore, Ecorys considered that ‘the possibility to change the quality of the services and more headroom to set ticket prices are not sufficient conditions to make these routes economically viable from a business point of view’.
(120) Secondly, in order to evaluate the Siremar business branch bundled with the new Convention, Ecorys assumed
that the new Convention would not be prolonged at its expiry date and that therefore Siremar would be liquidated (52).
On this basis, Ecorys determined that the minimum market value of the Siremar business branch amounted to EUR 57 million (i.e. 5 % higher than Banca Profilo’s valuation).
(121) Thirdly, Ecorys compared the staffing of both the Tirrenia and the Siremar business branches with that of several
comparable ferry companies and concluded that Siremar’s staff number and personnel cost structure are ‘not dissimilar from these comparable companies, with reference to the labour cost’s share of total revenues (53) and the labour cost/staff ratio’ (54).
On this basis, Ecorys concluded that there are no elements showing that the workforce condition has had any significant impact on the value of the Siremar business branch.
(122) As explained in recital (99), Italy also commissioned the Second Ecorys Report before concluding the sale
procedure with SNS, to verify that the renewed offer of the latter reflected the market value of the business branch, endowed with the public service contract, as of 31 August 2015.
This Second Ecorys Report, issued on 28 October 2015, applied the Discounted Cash Flow method as its main evaluation tool and the Equity Method to check the robustness of their findings.
The new estimate by Ecorys was EUR 34,4 million with the Discounted Cash Flow method, with the assumption that the new convention would be in force until 31 July 2024.
Should the new convention be prolonged until 31 July 2026, the estimated value of the Siremar business branch would then be EUR 35,7 million.
The Equity Valuation method yielded an estimate of EUR 39,9 million.
(123) Finally, that report was complemented by a comparison of the two business plans prepared by SNS: a first one,
covering the period 2011-2022 and written in May 2011, and a second one, covering the period 2016-2027 and written in February 2016.
Ecorys concluded that the two plans were not identical in their assumptions and did not include the same level of detail (e.g., the second business plan did not include the list of routes and frequencies).
In particular, the main differences between the plans were: the assumptions on the use of the fleet, on amortisations, on staff costs; and the use of previous data from CdI, which was not available in the first business plan.
Ecorys also prepared a one-page assessment confirming to the Italian authorities the internal logical consistency of SNS’ second business plan for the period 2016-2027.
(51) Ecorys calculated this value as the difference between the costs incurred to dismiss all staff and the adjusted net value of the assets of the Siremar business branch.
The analysis led to an assessment of the liquidation value of Siremar’s assets of EUR – 0,3 million.
The severance costs, amounting to EUR 36,6 million, more than offset the market value of the adjusted net assets.
(52) Ecorys noted that while such prolongation cannot be excluded, the uncertainties and lack of any reliable information as to the conditions of any future renewal made it reasonable to assess the value of the Siremar business branch regardless of any possible future extension of the public service regime.
(53) Ecorys considers that this ratio indicates whether the labour cost has a significant incidence in the budget of the Siremar business branch, in comparison with similar companies.
(54) Ecorys considers that this ratio indicates whether the labour cost of the Siremar business branch is disproportionate as compared to similar companies.