CELEX: 32013M6995
Language: en
Date: 2013-10-29 00:00:00
Title: Commission Decision of 29/10/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.6995 - REGGEBORGH / BOSKALIS / VSMC) according to Council Regulation (EC) No 139/2004 (Only the Dutch text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 29.10.2013
                                        C(2013) 7335 final

                                        [pic]

|                                                                    |                                                                        |
|                                                                    |To the notifying parties:                                               |

Dear Sir,

Subject:    Case No COMP/M.6995 – Reggeborgh/ Boskalis/ VSMC
         Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1]

 1) On 24 September 2013, the European Commission received notification of a proposed concentration pursuant to Article 4 of Council  Regulation
    (EC) No 139/2004 by which the undertakings Reggeborgh and Koninklijke Boskalis Westminster  N.V.  acquire  within  the  meaning  of  Article
    3(1)(b) of the Merger Regulation joint control of the whole of the undertaking Visser & Smit Marine Contracting B.V. by way of  purchase  of
    shares.[2]

THE PARTIES

 2) Reggeborgh is a family owned Dutch group holding investments in several  industries.  The  investments  include  the  trade  and  supply  of
    petroleum products, construction services, telecom networks and real estate services.

 3) Koninklijke Boskalis Westminster N.V. (“Boskalis”) is a  Dutch  maritime  services  company  active  in  dredging,  maritime  infrastructure
    services, offshore transport, towage and salvage as well as inland infrastructure.

 4) Visser & Smit Marine Contracting (“VSMC”) is a Dutch company active in the installation, maintenance and replacement of subsea power  cables
    and other multi-purpose cables. VSMC is currently wholly-owned and controlled solely by Reggeborgh.

THE OPERATION

 5) Pursuant to the terms of a draft Share Purchase Agreement of 23 September 2013, Boskalis will indirectly acquire 50% of the shares  in  VSMC
    from Reggeborgh. Furthermore, pursuant to the terms of a draft Shareholders’ Agreement of 23 September 2013, Boskalis  and  Reggeborgh  (the
    "Notifying Parties") will have equal voting rights in the shareholders' meeting, the management board and the supervisory board of VSMC. The
    annual business plan of VSMC will be approved by the shareholders' meeting (see Article 6.3 Shareholders' Agreement) where  both  Reggeborgh
    and Boskalis will have veto rights (as there will be no special voting  thresholds).  Both  Boskalis  and  Reggeborgh  will  thus  have  the
    possibility of blocking actions which determine the strategic commercial behaviour of VSMC. They will thus jointly control VSMC.

 6) VSMC has been active in the laying of subsea power cables for a number of years and has its  own  management  dedicated  to  its  day-to-day
    operations as well as access to sufficient resources in terms of finance and assets. VSMC  does  not  and  will  not  make  any  substantial
    purchases from or sales to its parent companies and is set up for  indefinite  duration.  VSMC  thus  constitutes  a  full-functional  joint
    venture.

EU DIMENSION

 7) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million [Reggeborgh: EUR […] ; Boskalis: EUR
    […]]. Each of them has a Union-wide turnover in excess of EUR 250 million [Reggeborgh: EUR […]; Boskalis: EUR […]]. Neither  Reggeborgh  nor
    Boskalis achieve more than two-thirds of their Union turnover in one and the same Member State. The notified  transaction  therefore  has  a
    Union dimension under Article 1(2) of the Merger Regulation.

COMPETITIVE ASSESSMENT

 8) The Parties are active in different steps of the maritime construction of offshore wind farms. Boskalis has started investing to  enter  the
    market for subsea cable laying services for wind farms where VSMC is active. As a consequence, the merger leads  to  the  elimination  of  a
    potential competitor. Moreover, Boskalis provides various services which are vertically related or complementary to the activities of  VSMC,
    including dredging and dredging-related activities such as landfall.

1 Horizontal Overlaps

1 Relevant Product Markets: installation of subsea cables

 9) VSMC is exclusively active in the field of installation, maintenance and replacement of subsea power cables. Subsea cables generally include
    communication cables, power cables and umbilicals.[3]

10) As VSMC is not yet active in subsea communication cables and umbilicals (although VSMC has the technical  capabilities  to  lay  the  latter
    cables), such cables will not be discussed further.

11) There are four different types of subsea power cables: (i) array cables connect offshore energy production platforms to the central manifold
    and possible sub-manifolds; (ii) export cables connect the platform to the coast to export the generated electricity; (iii)  interconnectors
    connect different islands and countries to each other allowing for flexibility of supply and (iv) electrification  cables  connect  offshore
    platforms to the coast to provide electricity to the platforms. VSMC's activities are focused on subsea power cables for wind  farms,  which
    only concern array and export cables but it is also able to lay other types of cables.
                                                                      [pic]
Figure 1 Illustration of the different types of subsea power cables and of umbilicals, page 3 of Annex 17 of the Form CO

12) Array cables have a relatively thin diameter (60-100 mm), as they transport the power of only one wind turbine, and are relatively short (up
    to 10 km). Export cables are wider (200-250 mm) and longer (10-50 km). Both cables are generally laid in shallow  waters.  The  main  assets
    required to lay subsea cables are ships which are specially built or commissioned for that purpose.

13) The Notifying Parties submit that the relevant product market is the market for the installation, repair and maintenance  of  all  types  of
    subsea power cables and of umbilicals. Further sub-segmentation is not appropriate due to considerations of supply-side substitutability.

14) Although the Commission has already assessed in previous decisions, the market for construction of offshore  wind  farms  and  its  possible
    segmentations,[4] it has not assessed the connection of a wind farm to the grid in any further  detail  and  has  thus  not  identified  any
    further potential sub-segments for subsea cable laying activities related to wind farms (array or export). Such sub-segmentations  could  be
    based on, for example, (i) the type of cable installed, (ii) the depth in which the cable is installed or (iii) the  type  of  cable  laying
    activity, for example subsea cable installation or maintenance.

15) The market investigation showed that generally, cable laying service providers are able to lay different types of  cables.  The  method  for
    laying cables depends however on the water depth, the cable length and weight, environmental protection regulation,  ground  conditions  and
    voltage.[5] Significant time and/or investment (for example in the purchase or the commissioning  of  vessels  with  the  required  specific
    equipment such as a turntable) could be required to start cable laying services for different types of cables, depending on the  length  and
    weight of the cable and the water depth.[6] The number of different types of vessels a contractor controls or can source will determine  how
    many different depths the contractor can handle.[7]

16) The majority of suppliers typically provide subsea cable laying services for different depths.[8] However, some suppliers are restricted  to
    certain depths as different water depths require different assets.[9]. Since there is no consensus as to how to segment the market according
    to different depths,[10] and since all major subsea cable laying services providers are active at all water  depths  relevant  for  offshore
    wind farms,[11] it is sufficient, for the purposes of the assessment of the notified transaction, to examine  the  impact  of  the  proposed
    transaction on the overall market for subsea cable laying, regardless of the depth.

17) The market investigation was inconclusive whether inspection, repair and maintenance services should be  considered  as  part  of  the  same
    product market as the installation of subsea cables. However, since almost all major subsea  cable  laying  providers  are  active  on  this
    segment,[12] it is sufficient, for the purposes of the assessment of the notified  transaction,  to  examine  the  impact  of  the  proposed
    transaction on the overall market for subsea cable laying without further segmenting it.

18) One of the main recent developments in construction and connection of wind farms is the  development  of  EPC  services.  EPC  (engineering,
    procurement and construction) is a way of operating where one operator becomes responsible for the engineering, procurement and construction
    of all or several elements of the construction of a wind farm. This means that his contractor will have to subcontract all elements that  he
    cannot perform himself, and take upon himself the connected interface risk.

19) The Commission tried to assess whether the supply of EPC services constitutes a relevant market of its own. The market investigation  showed
    that a slight majority of cable laying service providers are able to offer EPC services. While the smaller  players  cannot  offer  complete
    service packages, the bigger ones do have the necessary assets, financial and technical capabilities.[13] All major  cable  laying  services
    providers confirmed that they had EPC capabilities.[14] Smaller players  would  need  on  the  other  hand  significant  time/investment  to
    establish themselves as an EPC service provider.[15]

20)  In any event, for the purposes of the assessment of the notified transaction, the exact delineation of  the  relevant  product  markets  as
    regards the type of cables or the existence of a specific EPC market can be left open since the notified transaction does not raise  serious
    doubts as to its compatibility with the internal market even under the narrowest approach.

2 Relevant Geographic Markets

21) The Notifying Parties submit that the market for the installation, repair and maintenance of all types of subsea power cables and umbilicals
    is global in scope. The Notifying Parties consider that all the undertakings active or potentially active in this market can and do mobilise
    assets for the performance of work on a global scale. However, the Notifying Parties submit that the United States and China should  not  be
    included in this global market as very few projects in these countries are open to foreign contractors.

22) A large majority of the customers who responded to the market investigation consider that cable laying services providers  can  offer  their
    services on a worldwide basis but also point out that there are some advantages in purchasing cable laying services from a provider based in
    the same region of the world (such as the EEA) as the location of the project (for example optimization of logistics, cost and time  saving,
    better knowledge of the local conditions).[16] Similarly, a majority of cable laying services providers confirmed  that  they  are  able  to
    provide services anywhere in the world but acknowledged advantages in providing services in the same region.[17]

23) For the purposes of the assessment of the notified transaction, the issue whether the geographic market is worldwide or  EEA-wide  in  scope
    can be left open since the notified transaction does not raise serious doubts as to its compatibility with the  internal  market  under  any
    possible approach.

3 Competitive Assessment

24) VSMC has provided market share estimates at the EEA level on the basis of the length of the installed cables, the value of the cable  laying
    projects and the number of projects (called “count” in the table below). Market shares vary considerably year on year  due  to  the  bidding
    procedures prevalent in the market.

|                         |VSMC market shares                                                                        |
|Subsea cable laying (EEA)|2010                         |2011                           |2012                         |
|                      |Length                                                                                                          |
|Subsea cable laying   |All cables                 |Renewables                 |Export                     |Array                      |
|(EEA)                 |                           |                           |                           |                           |

  |Length |Value |Count |Length |Value |Count |Length |Value |Count |Length |Value |Count | |VSMC |[10-20]% |[20-30]% |[0-5]% |30-40]% |[30-40]%
|[20-30]% |[20-30]% |[20-30]% |[20-30]% |[40-50]% |[30-40]% |[30-40]% | |Prysmian |[10-20]% |[10-20]% |[0-5]% |[10-20]% |[10-20]% |[10-20]% |[10-
20]% |[10-20]% |[10-20]% |[10-20]% |[10-20]% |[5-10]% | |ABB |[5-10]% |[5-10]% |[0-5]% |[5-10]% |[10-20]% |[0-5]% |[10-20]% |[10-20]% |[0-5]% |--
  |-- |-- | |Nexans |[5-10]% |[5-10]% |[0-5]% |-- |-- |-- |-- |-- |-- |-- |-- |-- | |Technip |[5-10]% |[10-20]% |[0-5]% |[10-20]% |[10-20]% |[10-
  20]% |[10-20]% |[10-20]% |[10-20]% |[10-20]% |[10-20]% |[20-30]% | |JD Contractor |[0-5]% |[0-5]% |[0-5]% |[5-10]% |[5-10]% |[5-10]% |[10-20]%
 |[5-10]% |[10-20]% |-- |-- |-- | |Deep Ocean |-- |-- |-- |[5-10]% |[5-10]% |[0-5]% |-- |-- |-- |-- |-- |-- | |Van Oord |-- |-- |-- |[5-10]% |[5-
10]% |[5-10]% |-- |-- |-- |[10-20]% |[10-20]% |[5-10]% | |Unknown |[20-30]% |[10-20]% |[70-80]% |-- |-- |-- |-- |-- |-- |-- |-- |-- | |Other |[5-
10]% |[10-20]% |[10-20]% |[5-10]% |[5-10]% |[10-20]% |[10-20]% |[10-20]% |[20-30]% |[20-30]% |[20-30]% |[20-30]% | |
25) This wide array of potential suppliers ensures that competition will remain active in the  subsea  cable  laying  markets  post-transaction.
    Moreover these markets are bidding markets where the Commission generally considers that the market shares of the parties are  less  central
    to the competition analysis than the question whether there are a sufficient  number  of  credible,  established  competitors  to  guarantee
    competition for future contracts.[28]

26) A large majority of customers confirmed that there would be enough suppliers competing on the market after the transaction.[29] In addition,
    several customers pointed out that the proposed transaction would have positive effects on the market because it will provide a  stable  and
    experienced contractor, which combines different sectors of activity.[30] A large majority of customers  also  considered  that,  after  the
    transaction, VSMC will not have an advantage over its competitors in the repair and maintenance segment.[31]

27) It should be noted that, together with the Ndurance, VSMC would have, after the transaction, two vessels for the laying of cables which  are
    particularly suitable for export cables. The majority of competitors who responded to the Commission's requests  for  information  indicated
    that access to the Ndurance will provide VSMC with a competitive advantage, as the additional capacity and the beaching capabilities of such
    a high-class vessel will make it a more attractive contractor for larger projects. VSMC will have more flexibility in bidding for  different
    types of projects.[32]

28)  However, a majority of customers who responded to the market investigation do not consider the Ndurance as an advantage. While  it  is  the
    largest vessel currently on the market, customers expect that other competitors will order new vessels themselves.[33] This last  point  was
    confirmed by the market investigation: for instance, Van Oord has commissioned a new vessel suitable for the laying of export  cables  which
    will be operational by the end of 2014;[34] Jan de Nul is currently building a new vessel which  should  be  ready  by  2015;[35]  and  Siem
    Offshore contractors should launch a new vessel in the coming years.[36]

29) Moreover, as regards the laying of export cables in particular, it should be noted that VSMC is competing with cable manufacturers  such  as
    Prysmian and ABB which also have access to suitable vessels. These competitors are particularly strong as they have  access  to  the  cables
    which are the essential input, and, according to the Notifying Parties, generally win  EPCs  for  turnkey  projects  (i.e.  including  cable
    manufacturing and transport and installation) for the export cable segment and decide afterwards whether they would sub-contract  the  cable
    laying.[37]

30) Finally, it should be noted that, according to the Notifying Parties, there are typically 3 to 4 companies  to  bid  for  EPCs  for  turnkey
    projects (i.e. including cable manufacturing and transport and installation) for export cables, which confirms that  there  are  alternative
    suppliers on this market.

31) In light of all the above, the Commission concludes that the proposed transaction does not raise serious doubts as to its compatibility with
    the internal market as regards the market(s) for subsea cable laying services.

2 Vertical and Conglomerate Aspects

32) The transaction will combine the capabilities of VSMC in subsea laying cable services and the ability  of  Boskalis  to  offer  a  range  of
    services and goods in the maritime construction industry, in particular for the construction of offshore wind farms, including (i)  dredging
    and dredging related services; (ii) rental and lease  of  maritime  construction  ships;  (iii)  subsea  supporting  services  for  offshore
    construction; and (iv) installation of subsea structures.

1 Relevant Product Markets

    1. Dredging and dredging related services

33) The Notifying Parties submitted, in line with Commission precedents, that dredging concerns the activity whereby soil or other materials are
    removed from the bottom of the sea or inland waters and transported for storage, land reclamation or other use.[38]

34) In previous decisions, the Commission considered that the market for dredging services can be sub-segmented into a market for large dredging
    projects and a market for small dredging projects of up to EUR 5 million that are in general carried out by smaller companies using  smaller
    equipment.

35) A majority of competitors and customers who  responded  to  the  Commission's  requests  for  information  confirmed  the  established  sub-
    segmentation between large international and small national projects. In particular, the  competitive  conditions  -  i.e.  the  number  and
    identity of the market players, prices and required assets and know-how - for both categories are significantly  different.[39]  The  market
    investigation was inconclusive whether the amount of EUR 5 million should be raised.[40]

36) Among the various dredging-related activities performed by Boskalis, landfall is of  particular  relevance  for  the  cable  laying  market.
    Landfall services concern the bringing of a cable onto the shore. Depending on water depths, environmental and soil conditions, this can  be
    done by using different techniques (i) pulling; (ii) float & sink; (iii) horizontal directional drilling[41] and (iv) micro-tunnelling.[42]

37) In any event, for the purposes of the assessment of the notified transaction, the exact delineation of the relevant product markets  can  be
    left open since the notified transaction does not raise serious doubts as to its compatibility with  the  internal  market  even  under  the
    narrowest approach.

    2. Rental and Lease of Vessels

38) The Notifying Parties submit, in line with Commission precedents, that the market for the renting of specialised  vessels  to  the  offshore
    industry is driven by construction firms' need to free up capital and avoid paying for expensive assets which are not  used.  These  vessels
    are used in connection with the installation, repair, maintenance and operation of offshore facilities (wind,  oil,  gas,  etc.).  They  are
    specifically designed for the transportation and lifting of heavy structures. As such, they are not substitutable with  any  other  type  of
    vessels.[43]

39) More precisely, in this vessel rental market, a distinction should be made between array and exports cable markets. Regarding export cables,
    the Notifying Parties argue that most cable layers use their own vessels to lay export cables (even if there are examples  of  use  of  non-
    dedicated vessels for such activities) and this will also be the case for VSMC and Boskalis. Regarding array cables, the  Notifying  Parties
    argue that vessels for the laying of array cables are a commodity largely available on the market, with no possibility to foreclose and that
    Boskalis has only two ships that could be possibly adapted for use as cable-laying vessel by VSMC.

40) In any event, for the purposes of the assessment of the notified transaction, the exact delineation of the relevant product markets  can  be
    left open since the notified transaction does not raise serious doubts as to its compatibility with  the  internal  market  even  under  the
    narrowest approach.

1 Subsea Supporting Services

41) The Notifying Parties submit that the market for subsea supporting services for offshore construction includes diving services,  survey  and
    positioning services, remote operated vehicle services, pipe-carriers, cargo barges etc. These services are ancillary  to  the  services  of
    installing, replacing and maintaining cables or umbilicals.

42) In any event, for the purposes of the assessment of the notified transaction, the exact delineation of the relevant product markets  can  be
    left open since the notified transaction does not raise serious doubts as to its compatibility with  the  internal  market  even  under  the
    narrowest approach.

2 Offshore Construction

43) The Notifying Parties submit that this market is not vertically related to the market for the installation, maintenance and  replacement  of
    subsea power cables and umbilicals. It is however complementary to these activities since it can be expected that some operators  may  offer
    projects for tender that include both the construction of the foundations of wind turbines and the laying of the cables.

44) The Commission has in previous decisions considered the market for the construction of offshore wind farms, but ultimately left open whether
    a possible sub-segmentation for the procurement and installation of wind farm foundations was appropriate.[44]

45) In any event, for the purposes of the assessment of the notified transaction, the exact delineation of the relevant product markets  can  be
    left open since the notified transaction does not raise serious doubts as to its compatibility with  the  internal  market  even  under  the
    narrowest approach.

2 Relevant Geographic Markets

46) The Notifying Parties submit that the market for large dredging projects is global in scope, excluding the United States and China  as  very
    few projects are open to foreign contractors. The Commission has already defined the market for large dredging projects as worldwide  or  at
    least EEA-wide in scope.[45]

47) As regards landfall, the market investigation confirmed that while most companies active  in  markets  for  landfall  are  active  globally,
    customers generally prefer a contractor located in their region, often due to mobilization costs and geographical knowledge.[46]

48) The Notifying Parties submit that the markets for the rental and lease of ships, subsea supporting services  and  foundations  for  offshore
    wind turbines are global in scope (excluding the United States and China).

49) In any event, for the purposes of the assessment of the notified transaction, the exact delineation of the relevant geographic  markets  can
    be left open since the notified transaction does not raise serious doubts as to its compatibility with the internal market  even  under  the
    narrowest approach.

3 Competitive Assessment

    3. Dredging and dredging related services

50) Dredging is sometimes used to bury the subsea cables but not in all cases. The cable  laying  projects  where  VSMC  used  the  services  of
    dredging companies are large projects with a value in excess of EUR 5 million. As regards large dredging projects,  Boskalis  estimates  its
    worldwide market share between [10-20]% with Jan de Nul, Van Oord and DEME having slightly higher or comparable market shares. In  the  EEA,
    the Notifying Parties estimate that Boskalis' market share is [30-40]% but this includes both small and large projects ([10-20]%  for  large
    projects and [10-20]% for small projects).

51) With respect to landfall activities, Boskalis estimates its worldwide market share around [20-30]%. Other large players active in this  area
    include Jan de Nul, Van Oord and DEME, which are of a comparable size as Boskalis.  The  Notifying  Parties  have  indicated  that  landfall
    activities are practically non-existent in Europe outside the array and export cables industry and explained that Boskalis won  two  out  of
    the five projects awarded between 2010 and 2013.

52) In the light of the presence of several competitors in the dredging-related activities and  particularly  landfall  where  the  three  other
    suppliers are of comparable size and scope as Boskalis, the transaction does not raise serious doubts as regards its impact on dredging  and
    landfall.

    4. Rental and Lease of Vessels

53)  A majority of respondents to the market investigation confirmed that vessels for the laying of array cables are  widely  available  in  the
    market. Internal documents from the parties show that at least 25 vessels can be used for the laying or array cables. Even though the number
    of vessels potentially available will be reduced by two units, competitors believe there will remain an adequate number  of  players  active
    and competing on the market to meet the relevant demand. Therefore the transaction does not raise serious doubts as regards  its  impact  on
    rental and lease of vessels.

1 Subsea Supporting Services

54) Boskalis' market share as regards subsea supporting services for offshore construction would be [0-5]% at worldwide level and [0-5]% at  EEA
    level. Given these minimal market shares of Boskalis, the transaction does not  raise  serious  doubts  as  regards  its  impact  on  subsea
    supporting services.

2 Offshore Construction

55) As regards foundations for wind turbines, the parties have not been able to provide market shares but indicate that Bokalis'  activities  in
    this field have been so far limited to one project: the West  Duddon  Sands  Park  in  the  UK.  No  concerns  were  voiced  in  the  market
    investigation as regards this market and therefore the transaction does not raise serious doubts with respect to offshore construction.

3 EPC contracts

56) Some competitors have expressed concerns that the merged entity's ability to cover the whole range of services in maritime construction  and
    its strong financial capacities will be detrimental to small independent competitors, in particular in EPC projects  where  it  could  offer
    larger service packages at a cheaper price which could drive some competitors out of the market.

57) First, it should be noted that the merged entity will not be the only player able to offer a range of services: for instance,  Van  Oord  or
    Tideway (member of the DEME group) also have dredging capacities. Moreover, companies such as Van Oord, DEME and Hochtief are able to  offer
    EPC packages for the "balance of plant", i.e. including the cable laying but also the construction of the foundation and the base of a  wind
    turbine (but not the construction or installation of the turbine itself).[47]

58) Second, there are still a number of contracts for laying cables that are not awarded on an EPC basis, thereby enabling  smaller  independent
    players to be active on the market. According to the Notifying Parties' estimates, EPC contracts for turnkey projects accounted for  37%  of
    the total length of export cables contracted during the period 2007- 2012 and 20% of the total  length  of  array  cables  during  the  same
    period. These numbers should increase to 69% and 28% respectively for the 2013-2014 period.

59) Third, despite the trend for more EPCs because (i) the customers (mostly utilities companies) try to reduce interfaces and shift some of the
    risks to the off-shore contractors, and (ii) the banks are financing more and more projects and have a strong preference  for  limiting  the
    number of contracts,[48] it remains possible for smaller players to bid as sub-contractors or as part of consortia.

60) In light of all the above, the Commission concludes that the proposed transaction does not raise serious doubts as to its compatibility with
    the internal market as regards the markets related  to subsea cable laying services.

CONCLUSION

61) 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.

                                        For the Commission
                                        (signed)

                                        Joaquín ALMUNIA
                                        Vice-President

-----------------------
[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]   Publication in the Official Journal of the European Union No C 285, 1.10.2013, p. 3.

[3]   Umbilicals are multi-purpose cables for the transport of control, energy (electric, hydraulic) and chemicals to subsea oil and  gas  wells,
    subsea manifolds and other remote controlled subsea systems. These are in fact very sophisticated remote control cables.

[4]   Case COMP/M.6315 – Hochtief/Geosea/Beluga Hochtief Offshore JV, paragraphs 24-26.

[5]   See replies to question 6 of the Questionnaire to Competitors of 26 September 2013 and question 6 of the Questionnaire to Customers  of  26
    September 2013.

[6]   See replies to question 7 of the Questionnaire to Competitors of 26 September 2013.

[7]   See reply by a customer to question 7 of the Questionnaire to Customers of 26 September 2013.

[8]   See replies to question 8 of the Questionnaire to Competitors of 26 September 2013 and question 7 of the Questionnaire to Customers  of  26
    September 2013.

[9]   See replies to question 7 and 8 of the Questionnaire to Competitors of 26 September 2013 and questions 6 and  7  of  the  Questionnaire  to
    Customers of 26 September 2013.

[10]  See replies to questions 8, 8.1 and 8.2 of the Questionnaire to Competitors of 26 September 2013.

[11]  See replies to questions 8, 8.1 and 8.2 of the Questionnaire to Competitors of 26 September 2013.

[12]  See replies to questions 15 and 16 of the  Questionnaire  to  Competitors  of  26  September  2013  and  replies  to  question  11  of  the
    Questionnaire to Customers of 26 September 2013.

[13]  See replies to question 10 of the Questionnaire to Competitors of 26 September 2013 and question 8 of the Questionnaire to Customers of  26
    September 2013.

[14]  See replies to question 10.2 of the Questionnaire to Competitors of 26 September 2013.

[15]  See replies to question 11 of the Questionnaire to Competitors of 26 September 2013.

[16]  See replies to questions 12 and 15 of the Questionnaire to Customers of 26 September 2013.

[17]  See replies to questions 17, 18 and 21 of the Questionnaire to Competitors of 26 September 2013.

[18]  This market share includes VSMC’s market share on a stand-alone basis ([10-20]%) as well as the market share achieved in  cooperation  with
    [a third party] ([5-10%]) which was […]..

[19]  VSMC’s market share stand-alone ([20-30]%); market share achieved in cooperation with [a third party] ([10-20%]).

[20]  VSMC’s market share stand-alone ([0-5]%); market share achieved in cooperation with [a third party] ([0-5%]).

[21]  VSMC’s market share stand-alone ([30-40]%); market share in cooperation with [a third party] ([20-30%]).

[22]  VSMC’s market share stand-alone ([40-50]%); market share in cooperation with [a third party] ([20-30%]).

[23]  VSMC’s market share stand-alone ([30-40]%); market share in cooperation with [a third party] ([10-20%]).

[24]  VSMC’s market share stand-alone ([10-20]%); market share in cooperation with [a third party] ([50-60%]).

[25]  VSMC’s market share stand-alone ([10-20]%); market share in cooperation with [a third party] ([50-60%]).

[26]  VSMC’s market share stand-alone ([20-30]%); market share in cooperation with [a third party] ([20-30%]).

[27]  See replies to question 26 to Questionnaire to Customers of 26 September 2013.

[28]  COMP/M.4367, APW/APSA/Nordic Capital/Capio, paragraph 56.

[29]  See replies to question 24 of the Questionnaire to Customers of 26 September 2013.

[30]  See replies to question 33.2 of the Questionnaire to Customers of 26 September 2013.

[31]  See replies to question 30 of the Questionnaire to Competitors of 26 September 2013.

[32]  See replies to question 32 of the Questionnaire to Competitors of 26 September 2013.

[33]  See replies to question 25 of the Questionnaire to Customers of 26 September 2013.

[34]  See minutes of the conference call of 14 October 2013.

[35]  See http://www.jandenul.com/sites/default/files/equipment-item/pdfs/06.MPV_EN_-_V2013-5_-_JDN8628_-_DP2_CLV_TSV_SRIV_0.pdf

[36]  See Annex 16 to the Form CO and http://www.siemoffshore.com/Default.aspx?ID=224.

[37]  See reply to question 1 of the RFI dated 14 October 2013.

[38]  See Cases COMP/M.1877 – Boskalis/HBG, paragraph 8 and COMP/M.2503 – HBG/Ballast Nedam/Baggeren, paragraph 8.

[39]  See replies to question 22 of the Questionnaire to Competitors of 26 September 2013 and question 16 of the Questionnaire  to  Customers  of
    26 September 2013.

[40]  See replies to question 22 of the Questionnaire to Competitors of 26 September 2013 and question 16 of the Questionnaire  to  Customers  of
    26 September 2013.

[41]  Horizontal directional drilling is the activity permitting the passage of the subsea cable into pre-built, protective conduit as  it  comes
    near shore. Generally the conduit leads the subsea cable under the beach by quite  some  distance,  which  requires  horizontal  directional
    drilling. Then the subsea cable comes up into a small oceanfront facility where the actual termination  point  is.  Although  Reggeborgh  is
    active in horizontal directional drilling, Boskalis is not and therefore the transaction has no impact on this activity.

[42]  See replies to question 12 of the Questionnaire to Competitors of 26 September 2013 and question 9 of the Questionnaire to Customers of  26
    September 2013.

[43]  See Case COMP/M.6315 – Hochtief/Geosea/Beluga Hochtief Offshore JV, paragraph 22.

[44]  See Case COMP/M.6315 - Hochtief/Geosea/Beluga Hochtief Offshore JV, paragraphs 24-26.

[45]  See Cases COMP/M.1877 – Boskalis/HBG, paragraph 15 and COMP/M.2503 – HBG/Ballast Nedam/Baggeren, paragraph 14.

[46]  See replies to questions 25 and 28 of the Questionnaire to Competitors of 26 September 2013 and questions 19-22  of  the  Questionnaire  to
    Customers of 26 September 2013

[47]  See minutes of the conference call of 14 October 2013. According to the Notifying Parties, there have been  very  few  "balance  of  plant"
    projects awarded up until now.

[48]  See minutes of the call of 14 October 2013.

-----------------------
 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.

                                                                  PUBLIC VERSION

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