CELEX: 32019M9367
Language: en
Date: 2019-08-26 00:00:00
Title: Commission Decision of 26/08/2019 declaring a concentration to be compatible with the common market (Case No COMP/M.9367 - MIROVA / PREDICA / INDIGO) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                               Brussels, 26.8.2019
                                                               C(2019) 6271 final
                                                                                 PUBLIC VERSION
                                                                 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                                                                 possible the information omitted has been
                                                                 replaced by ranges of figures or a general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.
                                                               To the notifying parties
Subject:            Case M.9367 - Mirova/Predica/Indigo
                    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 19 July 2019, the Commission received notification of a proposed concentration
          pursuant to Article 4 of Council Regulation (EC) No.139/2004 by which Mirova
          S.A. (“Mirova”, France) and Prévoyance Dialogue du Crédit Agricole S.A.
          (“Predica”, France) will acquire, within the meaning of Articles 3(1)(b) and 3(4) of
          the Merger Regulation, joint control of the whole of Infra Foch Topco SAS, which is
          the holding company of the Indigo group (together referred to as “Indigo”) (“the
          Transaction”).
(2)       The Transaction is accomplished by way of purchase of shares. Mirova, Predica and
          Indigo are collectively referred to as the “Parties”.
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').
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.
 ---pagebreak--- 1.   THE PARTIES
(3)  Mirova is an asset management company that is ultimately controlled by Banque
     Populaire and Caisse d’Epargne (“BPCE”) Groupe. BPCE is headquartered in Paris,
     France, and active in a full range of banking and insurance activities. Through its
     subsidiary Urbis Park Infrastructures, Mirova holds concession contracts of parking
     facilities in four French cities.
(4)  Predica is a life and health insurance company belonging to Crédit Agricole
     Assurances, headquartered in Paris, France.
(5)  Indigo offers vehicle parking services both off-street and on-street as well as digital
     parking and individual mobility solutions such as self-service bikes and scooters.
     Indigo offers these services in various European countries (mostly in France,
     Belgium, Spain and Luxembourg) as well as outside the EU. Indigo currently is
     jointly controlled by Predica and Ardian (France).
2.   THE OPERATION
(6)  The Transaction will be implemented through the acquisition by Mirova of shares in
     Indigo from Ardian. Mirova and Predica will ultimately hold [30-40]% and [40-
     50]% respectively in Indigo. [10-20]% of Indigo’s shares are held by MRI, an
     affiliate company of Münchener Rückversicherungs-Gesellschaft (Munich Re),
     which will not have any veto rights over strategic business decisions. The remaining
     [5-10]% of shares are held by the management.
(7)  According to the Shareholders’ Agreement signed on 26 March 2019, Mirova and
     Predica will have veto rights on strategic decisions over Indigo, in particular the
     adoption of the business plan and the consolidated annual budget. Therefore, Mirova
     and Predica will jointly control Indigo.
(8)  Indigo has its own staff, financial resources and dedicated management to its
     operations and management of its portfolio and business interest.
(9)  Indigo also has a market presence since it offers several activities in various
     European countries under its own brand. In particular, Indigo offers vehicle parking
     services both off-street and on-street, digital parking and individual mobility services
     in various European countries.
(10) Indigo does not have significant sales or purchase relationships with its parents and
     is intended to operate on a lasting basis. Therefore, Indigo is a full-function joint
     venture.
(11) The Transaction therefore constitutes a concentration within the meaning of Articles
     3(1)(b) and 3(4) of the Merger Regulation.
3.   EU DIMENSION
(12) Although the combined aggregate worldwide turnover of the BPCE Group, Predica
     and Indigo does exceed EUR 5,000 million (EUR […] million) and their aggregate
     EU-wide turnover does exceed EUR 250 million (EUR […] million), the
                                                 2
 ---pagebreak---         Transaction does not have an EU dimension within the meaning of Article 1(2) of
        the Merger Regulation. Each of the undertakings concerned achieves more than two-
        thirds of its aggregate EU turnover within one and the same Member State, namely
        France.
(13)    On 16 April 2019, the Parties submitted a reasoned submission in which they
        informed the Commission that the Transaction would be reviewed under the merger
        control legislations of nine Member States, namely Belgium, Germany, Ireland,
        Spain, France, Italy, the Netherlands, Portugal and Romania. The Parties therefore
        requested the Commission to review the Transaction pursuant to Article 4(5) of the
        Merger Regulation. None of the Member States concerned opposed the request for
        referral within the period laid down by the Merger Regulation. The case therefore
        has been referred to the Commission.
4.      MARKET DEFINITION
4.1.1. Relevant product markets
(14)    The Commission previously considered the existence of a potential market for the
        operation of paid public car parking services.3 In France owners of parking facilities
        (often public authorities) tender car parking services to concessionaires (competition
        for the market). Concessionaires then either manage car parking services)
        themselves or delegate the management of car parking services to third parties
        (competition in the market). In many instances, the concessionaire is also the
        manager operating the parking.
(15)    In their notification, the Parties have also referred to precedents from the French
        Competition Authority, which mention a further segmentation between the operation
        of on-street and off-street parking spaces.4 Off-street parking refers to parking spaces
        in any location other than the street.5 Off-street typically includes parking facilities
        such as garages and lots, whether indoors or outdoors. By contrast, on-street parking
        refers to the supply of parking spaces for vehicles to park on the street, e.g. along the
        sidewalk or any place that is not an identified parking lot or car park.
(16)    In one previous decision6, the French Competition Authority explained that the
        operation of on-street and off-street parking spaces would be different (i) from the
        users’ perspective, since off-street parkings are considered more secured but more
        costly and (ii) from the parking operators’ perspective, since on-street and off-street
        parking services would require different kinds of service provisions.
(17)    However, for the purpose of this decision, the Commission considers that the
        question of whether within the operation of paid car parking services, a further
        distinction should be made between the concession and management of public paid
3   Case M.2825-– Fortis AG SA/Bernheim-Comofi SA.
4  Form CO, para. 90, referring to Décision n° 15-DCC-84 du 8 juillet 2015 relative à la prise de contrôle
   exclusif des sociétés Avenir Grande Armée par la société Gecina; Décision n° 10-DCC-02 relative à la
   prise de contrôle conjoint des sociétés Keolis et Effia par les sociétés SNCF-Participation et Caisse des
   Dépôt et Placement du Québec.
5  See Form CO, para. 91 et seq.
6   Avis n°01-A-08 du Conseil de la concurrence du 5 juin 2001 relatif à l’acquisition du groupe GTM par la
    société Vinci.
                                                          3
 ---pagebreak---          car parkings as well as whether a further distinction between off-street and on-street
         parkings should be drawn can be left open. As explained below, the Transaction
         would not raise serious doubts as to its compatibility with the internal market for the
         operation of paid car parking services, including for concession and for management,
         and in the narrowest-possible segment limited to off-street paid car parking services.
4.1.2. Relevant geographic market
(18)     The Commission has previously considered that the operation of car parking services
         is likely to be local.7 This is based on the consumers’ wish to park close to the area
         of destination.
(19)     The consumer seeks parking in the vicinity of the destination of the trip.
         Nevertheless, in practice there is a chain of substitution between parking facilities or
         lots located in the neighboring areas. This will often limit the scope for parking to
         the local area, e.g. city or municipality.8
(20)     The Parties agree that the operation of car parking services would be local in scope
         and have provided market share figures on a local basis in the cities where their
         activities could be considered to overlap.
(21)     For the purpose of this decision, the Commission considers that the operation of car
         parking services is local in scope. This is the narrowest-possible geographic market
         definition, since the alternative would be a national or EEA wide market considering
         that participants to tenders for concessions such as Indigo, Interparking or Q-Park,
         are usually active nationwide if not at EEA level The Parties’ market shares would
         be lower should the geographic dimension of the relevant market be wider.
5.       COMPETITIVE ASSESSMENT
(22)     Indigo is active in the operation of paid parking services in several EEA countries.
         Indigo is usually both concessionaire and manager of the paid car parking services.
(23)     Mirova, through its controlling stake in Urbis Park Infrastructures, is active in the
         operation of paid car parking services only in France.
(24)     More specifically, Mirova won four concession contracts for parking facilities in
         four French cities (Asnières, Bordeaux, Marseille and Versailles). All concessions
         are off-street with the exception of Versailles, where Mirova also has a concession
         for on-street parking. Mirova is only concessionaire of those parking services and
         has delegated their management to Transdev Park Services until […] in the case of
         Bordeaux and Marseille and until […] in the case of Versailles.9
(25)     The Transaction leads to affected markets in France for the operation of paid car
         parking services in the three cities of Bordeaux, Marseille and Versailles where both
         Mirova and Indigo are concessionaires.
7   Case M.2825 – Fortis AG SA/Bernheim-Comofi SA.
8   Case M.2825 - Fortis AG SA/Bernheim-Comofi SA.
9   In light of this long-term contract, there is no potential vertical link between Merova’s ownership and
    Indigo’s management/operation in any of these three cities.
                                                          4
 ---pagebreak---   5.1.   Competitive background
(26)   This Transaction needs to be assessed against the specific features of the paid car
       parking services industry in France. As explained above, the competitive process in
       this industry and in particular in the relevant cities below is influenced by the
       granting of concessions (competition for the market) by public authorities, which
       typically run for a period of several years. The tender process gives rise to
       competition between large players, some of them active at EEA level, such as
       Indigo, Interparking or Q-Park. As set out below, the Transaction appears to cause a
       rather limited impact on the competitive process in the relevant market also
       considering the fact that Mirova is a small player at national level, with a market
       shares estimate of less than 1% in France.
  5.2.   City of Bordeaux
(27)   According to the data submitted by the Parties,10 over the last three years, on a
       market for the operation of paid car parking services in Bordeaux, the Parties had a
       combined market share of [10-20]%, with an increment of [5-10]%. The Parties’
       main competitors are the City of Bordeaux (approximately [50-60]%) and Parcub
       (approximately [20-30]%).
(28)   If the market were off-street parking spaces only, over the last three years, the
       Parties’ combined market share were [20-30]%-[30-40]% with an increment of [10-
       20]%, making the combined entity number 2 behind Parcub (approximately [40-
       50]%).
(29)   Post-Transaction, more than 25 competing parking facilities will remain in
       Bordeaux. Several competitors’ facilities are located in between and at short
       distances from the facilities held by Mirova and those held by Indigo. In fact, some
       competitors’ facilities are literally around the corner, at walking distance from a
       facility owned by either Party.
(30)   Moreover, one of Indigo’s concession in Bordeaux expires in […]. As explained
       above, contenders for the new concession are numerous, many of them subsidiaries
       of large, European wide active competitors.
(31)   The Commission therefore considers that the Transaction does not raise serious
       doubts as to the compatibility of the Transaction with the internal market in relation
       to the operation of car parking services in Bordeaux.
  5.3.   City of Marseille
(32)   According to the data submitted by the Parties,11 over the last three years, in the
       market for the operation of paid car parking spaces in Marseille, the Parties’
       combined market share was stable at [20-30]%. However, the increment resulting
       from the Transaction would be insignificant since Mirova only accounts for less than
       [0-5]% of the market by contributing one off-street parking facility. The Parties’
       main competitors are the City of Marseille ([30-40]%) and Q-Park ([10-20]%).
10     Form CO; Parties’ best estimates based on the number of parking spaces (paragraph 180).
11     Form CO; Parties best estimates based on the number of parking spaces (paragraph 208).
                                                            5
 ---pagebreak--- (33)   If the market were limited to the operation of off-street parking spaces,12 over the last
       three years, the Parties’ combined market share was stable at [40-50]%. However,
       here again, the increment brought by the Transaction would be insignificant since
       Mirova has a market share slightly over [0-5]%, and Q-Park will remain on the
       market with almost [20-30]% of market share ([20-30]%).
(34)   In addition, Mirova’s single parking facility in Marseille is situated outside the city
       centre and far away from any of Indigo’s parkings. The facilities of Indigo and those
       of competitors are grouped in a cluster that covers the main part of the city at much
       shorter distance from one another than Mirova’s facility. In view of that
       configuration, the Commission considers that competitors’ facilities would represent
       a more attractive alternative to Indigo’s users than Mirova’s remote facility.
(35)   In light of the location of, as well as the very small increment brought about by the
       parking of Mirova, the Commission considers that the Transaction does not raise
       serious doubts as to the compatibility of the Transaction with the internal market in
       relation to the operation of car parking services in Marseille.
  5.4.   City of Versailles
(36)   According to the data submitted by the Parties,13 over the last three years, in the
       market for the operation of paid car parking services in Versailles, the Parties’
       combined market share was stable at [20-30]% and an increment brought by Indigo
       of [5-10]%. The Parties’ leading competitor is City of Versailles, with [70-80]% of
       market share.
(37)   If the market were limited to the operation of off-street parking spaces, over the last
       three years, the Parties’ combined market share in Versailles was stable at [50-60]%
       with an increment of [10-20]% brought by Mirova.14 The Parties’ main competitor
       remains City of Versailles, with [40-50]% of market share.
(38)   Despite the high combined market share for this possible segment limited to off-
       street parkings, the Commission considers that the Transaction will have a limited
       impact on the structure of the market for the operation of off street paid car parking
       services and a fortiori the operation of on-street and off-street paid car parking
       services in Versailles for the following reasons.
(39)   First, the Transaction would result in adding only one facility (of Mirova) over the
       nine existing parking facilities in Versailles. In addition, the additional parking
       facility of Mirova is relatively isolated compared to other existing parking facilities.
       While two of Indigo’s parkings are relatively close to Mirova’s, several competing
       parking facilities are also close to Indigo’s.
(40)   Second, two of Indigo’s three concessions (corresponding each to one parking
       facility) in Versailles expire in […]. As explained above, contenders for the new
       concessions are numerous, many of them subsidiaries of large, European wide active
12     Form CO; Parties best estimates based on the number of parking spaces (paragraph 203).
13     Form CO; Parties best estimates based on the number of parking spaces (paragraph 199).
14     Form CO, Parties best estimates based on the number of parking spaces (paragraph 185).
                                                            6
 ---pagebreak---      competitors. Therefore, a significant part of Indigos’ market share in Versailles will
     be contestable in the short-term.
(41) Third, in Versailles, as generally in the paid car parking industry in France,
     concessionaires are constrained by the terms of their contracts with municipalities.
(42) As to prices, the Parties have explained that concessions of off-street parking contain
     indexation clauses that set a maximum price for the use of the facility and are agreed
     upon at the time of signature of the contract. In this context, price increases may be
     proposed to the owner by the concessionaire of the facility but only within the limits
     set by the indexation clause (which is mostly based on labour and energy costs) and
     always subject to the public authority’s approval. By way of example, when
     proposed by Mirova, the City of Versailles refused the application of the indexation
     clause in […].
(43) In light of these elements, and in particular the number of remaining competing
     parking facilities, the relatively small market position of Mirova and the specific
     constraints on the Parties’ market position, the Commission considers that the
     Transaction does not raise serious doubts as to the compatibility of the Transaction
     with the internal market in relation to the operation of car parking services in
     Versailles.
6.   CONCLUSION
(44) 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
                                                7