CELEX: 32015M7523
Language: en
Date: 2015-06-29 00:00:00
Title: Commission Decision of 29/06/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7523 - CMA CGM / OPDR) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 29.6.2015
C(2015) 4555 final

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|                                                                    |To the notifying party:                                                |

Dear Sir/Madam,

Subject:    Case M.7523 – CMA CGM/ OPDR
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1] and Article 57 of the Agreement  on  the  European  Economic
Area[2]

                                                                TABLE OF CONTENTS

I.    THE PARTIES      4

II.   THE OPERATION AND THE CONCENTRATION    4

III.  EU DIMENSION     5

IV.   Activities of the Parties   5

A.    OPDR  5
B.    CMA CGM    6

V.    MARKET DEFINITION      6

A.    Intra-European door-to-door multimodal transport services     7
1.    Product market   7
2.    Geographic market      10
3.    Conclusion 10
B.    Short-sea container shipping      11
1.    Product market   11
2.    Geographic market      13
3.    Conclusion 15
C.    Container terminal services 15
D.    Freight forwarding     16

VI.   COMPETITIVE ASSESSMENT 18

A.    Intra-European door-to-door multimodal transport   18
1.    Data sources     18
2.    The Parties' view      19
3.    Commission's assessment     20
B.    Short-sea container shipping      23
1.    The Parties' view      23
2.    Analytical framework   23
a)    Consortia  23
b)    Competition by other modes of transport      24
c)    Reefer market    24
d)    Barriers to entry      25
e)    Switching costs  25
3.    Iberia to British Isles     26
a)    The Parties' view      26
b)    Commission's assessment     27
4.    British Isles to Iberia     28
a)    The Parties' view      28
b)    Commission's assessment     29
5.    Northern Europe to Iberia   30
a)    The Parties' view      30
b)    Commission's assessment     31
c)    Conclusion 32
C.    Vertical relationships 32
1.    Freight forwarding services 33
a)    The Parties' view      33
b)    Commission's assessment     33
c)    Conclusion 33
2.    Container terminal services 34
a)    The Parties' view      34
b)    Commission's assessment     35
c)    Conclusion 35

VII.  CONCLUSION 36

   1) On 22 May 2015, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by
      which the undertaking CMA CGM SA ("CMA CGM", France), controlled by Merit Corporation (Lebanon), Yildirim holding (Turkey) and  Caisse  des
      Dépôts et Consignations (France) acquires within the meaning of Article 3(1)(b) of the Merger  Regulation  control  of  the  whole  of  the
      undertaking Oldenburg-Portugiesische Dampfschiffs-Rhederei ("OPDR", Germany), controlled by Bernhard Schulte GmbH & Co. KG (Germany) by way
      of purchase of shares ("the Transaction").[3] (CMA CGM and OPDR are designated hereinafter as "Parties".)

THE PARTIES

   1) CMA CGM is the parent company of an international group of companies engaged in containerised liner shipping and port terminal  management.
      CMA CGM is the world's third largest container shipping company and offers a  complete  range  of  activities  including  shipping,  reefer
      transport (i.e. transport of refrigerated goods), handling facilities in port and freight transport, and logistics on land. Mainly  through
      its subsidiary MacAndrews, CMA CGM is also active in intra-European short-sea shipping.

   2) CMA CGM is currently jointly controlled by Merit Corporation (Lebanon), the holding company first created by CMA CGM's founder  Mr  Jacques
      R. Saadé, Yildirim Holding (Turkey), a joint stock  company  active  in  coal  and  metal,  fertiliser  production  and  sale,  mining  and
      ferroalloys, shipping and ship building and port management, and BPIfrance Participations (France), an investment fund  controlled  by  the
      French public group Caisse des Dépôts et Consignations that acquires shareholdings in  various  sectors  and  especially  in  environmental
      services, telecommunications, construction, infrastructure, hotels, industry etc.

   3) OPDR is a Germany-based shipping company fully owned by the Bernhard Schulte group. OPDR is specialised in short-sea  traffic  providing  a
      door-to-door service connecting Northern Europe, the Canary Islands, the Iberian Peninsula (hereinafter also referred to as  "Iberia")  and
      North Africa.

THE OPERATION AND THE CONCENTRATION

   4) Through the Transaction CMA CGM intends to acquire via a share deal sole control of OPDR. Upon closing, CMA CGM will own  and  control  all
      assets required to operate the OPDR business, including a 100% shareholding of the subsidiaries OPDR Germany GmbH, OPDR  Netherlands  B.V.,
      OPDR Iberia S.L.U., OPDR Iberia Unipessoal Lda., OPDR Road S.L.U., OPDR Maroc Sarlau and OPDR UK Limited.

   5) It should be noted that the scope of the Transaction [CONFIDENTIAL - Information related to the scope of the Transaction][4] [5].[6]

   6) It follows from the above that the Transaction is a concentration within the meaning of the Merger Regulation.

EU DIMENSION

   7) The Transaction was referred to the Commission under Article 4(5) of the Merger Regulation and is therefore deemed to have an EU dimension.
      The Transaction originally exceeded the filing thresholds in Germany, Austria, Portugal, Spain and Cyprus. Moreover, the case fulfilled the
      UK jurisdictional thresholds and was thus eligible for voluntary notification to the CMA.

Activities of the Parties

1 OPDR

   8) OPDR is a relatively small operator with an annual turnover of EUR  [below  250  million]  in  2013,  specialised  in  short-sea  container
      shipping, and active in more than 30 countries across Europe and North  Africa  and  mainly  active  in  the  following  countries:  Spain,
      Portugal, Morocco, UK, Belgium, the Netherlands, and Germany. More than […]% of its volumes are traded on the trades  between  Iberia,  the
      UK, Benelux, Germany, and Morocco. OPDR's fleet is composed of ten ships – […] of which are currently  chartered  –  for  a  total  nominal
      capacity slightly under 7000 TEUs,[7] making it the ninth largest player in Europe in terms of nominal cacapity.[8]

   9) OPDR offers both pure short-sea transport and door-to-door transport to its customers. Door-to-door requires the provision  of  the  "extra
      mile" or "last leg" of land transport to the final place of destination, as a complement to sea transport. OPDR normally only offers  door-
      to-door when such activity includes at least one leg of sea transport, i.e. road transport is normally not provided by  OPDR  independently
      from sea transport.[9]

  10) The proportion of door-to-door services in comparison to the total volumes transported by OPDR has increased over the last  years.  Indeed,
      for OPDR, door-to-door services have increased by […] percentage points between 2012 and 2013 (from  […]%  to  […]%  overall)  and  by  […]
      percentage points between 2013 and 2014 (from […]% to […]% overall).

  11) In principle, OPDR does not itself operate trucks, trailers, trains or barges. Trucks, trailers and spaces on barges  are  contracted  from
      third-party service providers. OPDR does not operate its own warehouses with regard to its short-sea container shipping activities.[10]

  12) OPDR is also marginally active in Ro-Ro shipping, exclusively via its subsidiary OPDR Canarias S.A., and on the route from Spain  (Seville)
      to the Canary Islands.

2 CMA CGM

  13) The CMA CGM Group, directly and via its specialised subsidiary MacAndrews, also  provides  short-sea  container  shipping  services  within
      Europe. It is active mainly in the following countries across Europe: UK, Ireland, Spain, Portugal, France, the  Netherlands,  Scandinavia,
      Poland and the Baltic States. CMA CGM and its subsidiary Comanav also operate a line from Morocco, mainly to Spain,  France,  Belgium,  and
      the Netherlands . Based on nominal capacity, CMA CGM is number three in Europe.[11]

  14) As OPDR, the CMA CGM Group also provides door-to-door traffic to its customers, providing the "last  leg"  or  the  "extra  mile"  of  land
      transport. As for OPDR, the proportion of door-to-door services provided by the CMA CGM Group has increased over the last years as part  of
      its short-sea activities. Indeed, [as the business has developed with direct manufacturing contracts], so has the door-to-door provision of
      services. As a result, for MacAndrews, door-to-door services have increased by […]% between 2011 and 2012 (from […]% to […]%  overall)  and
      by […]% between 2012 and 2013 (from […]% to […]% overall).

  15) The CMA CGM Group also contracts third parties to provide its customers with the "last leg" or "extra mile", as it does not own or  operate
      trucks or trains, with one exception: the CMA CGM Group, via its subsidiary  Greenmodal  Transport,  is  active  in  inland  transportation
      essentially in France, and marginally in Belgium, Germany and the Netherlands. Greenmodal Transport  provides  such  inland  transportation
      services both, internally, to the CMA CGM Group, and, externally, to third-party carriers. It should however be noted that  OPDR  does  not
      currently purchase services of inland transportation from Greenmodal Transport.

  16) The CMA CGM Group also provides Ro-Ro shipping services from the south of France to the Maghreb. It does not operate between Spain and  the
      Canary Islands nor on any substitutable line.

  17) The CMA CGM Group, via its subsidiaries CMA Terminals and Terminal Link, is also active on the market  for  container  and  Ro-Ro  terminal
      services, where OPDR is active on the demand-side.

  18) The CMA CGM Group, through its wholly-owned subsidiary CMA CGM Logistics ("CCLog"), has a minor activity in freight forwarding in Europe.

MARKET DEFINITION

  19) The Parties submit that their activities mainly overlap on the markets for intra-European door-to-door transport. Both Parties also provide
      stand-alone short-sea container shipping. Moreover, they identify vertical relationships between their shipping and transport activity  and
      CMA CGM's activity as a provider of freight forwarding services and a terminal services' operator.

  20) According to the Parties, even though they are both active in the market for Ro-Ro shipping,[12] they do  not  overlap  on  any  trade.[13]
      Similarly, although CMA CGM controls some Ro-Ro terminals, these are not located on a trade on which OPDR is active.[14] Ro-Ro Services  as
      well as Ro-Ro terminal services will therefore not be discussed any further in this Decision.

  21) In addition, even though both Parties offer inland transportation services (not necessarily linked to their door-to-door activities,  which
      are usually sub-contracted) through specialised subsidiaries, they do so in different geographic markets and thus do not overlap  in  their
      activity.[15] Inland transportation services will therefore not be discussed further in this Decision.

1 Intra-European door-to-door multimodal transport services

1 Product market

  22) The Parties submit that their business is mainly and increasingly a door-to-door container transport service that is in direct  competition
      with providers of other modes of transport, especially transport by truck, but also by rail and inland waterway barges that can also  offer
      door-to-door services.[16] The Parties supply such services by taking care, in addition to the sea leg of a service, of the  transportation
      of the goods to/from the harbour using trucks, trains, etc. from their place of origin to their final destination.  MacAndrews,  CMA  CGM's
      subsidiary specialised in intra-European short-sea shipping, estimates that on its Spain to UK activities, […]% to […]%  of  its  cargo  is
      handled on a door-to-door basis, while OPDR's figures amount to up to […]% to […]% on the same route.[17] More generally, CMA CGM estimates
      that on 21 of the 40 country pairs, in which its activity overlaps with that of OPDR, more than […]% of its cargo is handled on a  door-to-
      door basis; this ratio even goes as high as […]% on eight of these country pairs.[18]

  23) Door-to-door transport services consist in taking up cargo at an agreed point and delivering it to another agreed point.  Customers  decide
      where the point of loading and point of  delivery  are  situated  and  transport  services  providers  adapt  to  this.  As  the  cargo  is
      containerised, it can travel on vessels, trucks, trains and barges.  CMA CGM claims that customers take three  factors  into  account  when
      selecting a supplier for their transport needs: frequency of departures, transit time and price. While short sea shipping  is  usually  the
      cheapest mode, trucks are faster and often offer a higher frequency of departures, which often makes it a preferable choice for  perishable
      goods. Transport by train and barges usually needs to be complemented by trucking in order to offer a door-to-door transport  service,  and
      barges play a role only in certain areas of Europe. Despite  these  differentiating  factors,  CMA  CGM  claims  that,  from  a  customer’s
      perpective, in-land and sea transport are substitutable. Consequently, CMA CGM claims that the relevant product market is  the  market  for
      door-to-door multimodal transport services.

  24) This view has been confirmed by market participants.  Large  majorities  among  all  groups  of  respondents  to  the  Commission's  market
      investigation have stated that there is predominantly a door-to-door transport market that encompasses all modes of transport,[19] in which
      all transport operators, irrespective of the mode of transport they use,[20] fully compete against each  other[21]  and  that  this  market
      should not be further subdivided or segmented.[22]

  25) The Commission has not yet defined a door-to-door transport market in merger cases and has left open whether short-sea  container  shipping
      services compete with other forms of transport.[23] The Commission has, however, accepted a market for unitised transport in which maritime
      services compete with other modes used for door-to-door services in antitrust cases.[24] Given  that  containerised  cargo  can  easily  be
      transported on trucks, there indeed seems to be a high degree of substitutability between sea transport and  truck  transport.[25]  In  the
      intra-European market, customers who would consider maritime transportation can often also  opt  for  transport  by  truck.  Likewise,  sea
      transport may often be an option for customers of truck transportation services (depending  on  their  needs  in  terms  of  frequency  and
      flexibility).

  26) The market investigation has shown that truck operators are often viewed as a substitute service to rail and ship operators.[26]  In  order
      to compete more effectively, vessel and rail operators increasingly provide "door-to-door" services, sometimes on virtually all their cargo
      on a given trade.

  27) As concerns the different modes of transport, some differences exist. While trucks can  reach  any  given  point  accessible  by  road  (or
      potentially by means of ferry), i.e. virtually any loading and delivery point chosen by the customer, rail or ship carriers need to arrange
      for the first/last mile to be performed by trucks if the point of origin or destination is not accessible by ship or train. Ship and  train
      operators do this either by subcontracting the first/last mile of the journey to a truck company or by internalising these operations (i.e.
      by operating their own trucks). Similarly, truck operators may need to subcontract with vessel operators in order to reach areas in the UK,
      Morocco, etc.

  28) Moreover, trucks may offer greater flexibility than ships or trains because they are independent of fixed schedules and can reach any point
      connected by road. The market investigation also showed, however, that  transport  by  truck  can  be  substantially  more  expensive  than
      transport by ship or rail.[27] Price as well as frequency and travel duration may therefore be the main  differentiating  criteria  from  a
      customer's perspective between door-to-door services by a truck operator or door-to-door service by a  train/ship  operator  (if  both  are
      available for a given route).[28]

  29) From a demand-side perspective, it might therefore not matter so much how exactly the transport of the freight is  being  carried  out,  as
      long as the customers' needs in terms of price, frequency, capacity and transport duration  are  met.  Not  all  customers  are  completely
      indifferent as to the mode of transport used, because they may be price sensitive, want to reduce their carbon footprint  or  need  a  high
      degree of flexibility. However, there appears to still be a large number of customers, for which all operators, irrespective of the mode of
      transport employed, are an alternative option.

  30) As transport operators often need to combine different modes of transport in order to provide a full door-to-door service, it appears  that
      sea vessel operators, truck, rail and barge companies offering door-to-door transport ultimately compete on  the  provision  of  multimodal
      transport services. Therefore, the Commission concludes that there is a market for door-to-door transport services, including all modes  of
      transportation.

2 Geographic market

  31) The Parties claim[29] that the geographic delineation of such a door-to-door multimodal transport market should be defined on a country-by-
      country basis (e.g. Spain to Ireland).

  32)  In this respect, the Parties suggest that the narrowest relevant geographic market definition for intra-Europe transportation services  is
      composed by pairs of countries and provide market share  data  on  this  basis.  Moreover,  in  analogy  to  short-sea  container  shipping
      services,[30] the Parties have distinguished between the directions of the trade flows (Spain to  Ireland  may  therefore  be  a  different
      market from Ireland to Spain) and have provided market share data on that basis.

  33) The Commission has not yet considered the geographic scope of a market for intra-European door-to-door transport services.

  34) The market investigation proved inconclusive in this regard. While large majorities of all groups of respondents have indicated  that  they
      believed the intra-European door-to-door transport market should be looked at in terms of trades (in this case, aggregated  country  pairs,
      e.g. Iberia to British Isles, etc.),[31] equally large majorities of all groups of respondents in turn stated  that  they  purchased  these
      services either at national or at the EEA-level.[32]

  35) As no competition concerns arise on the country-by-country pair approach,  which  is  the  narrowest  conceivable  market  definition,  the
      Commission considers that for the purpose of this Decision it can be left open whether the market should be defined on a country-by-country
      or a trade basis. The assessment will therefore be carried out on a country pair basis and examine the different directions  of  the  trade
      flows seperately.

3 Conclusion

  36) In view of the above, the Commission concludes that there is a market for door-to-door transport services, in which providers  compete  for
      the same customers irrespective of the specific mode or modes of transportation. The geographic scope of the market may at its narrowest be
      defined as consisting of country pairs, but may be larger in scope. As however this would not alter the present assessment, the exact scope
      of the geographic market can be left open.

2 Short-sea container shipping

1 Product market

  37) The Parties argue that they overlap horizontally only on the market for intra-European  transport  services  of  which  short-sea  (coastal
      trade) container shipping services may be a subsegment.[33] However, given that the Parties are  short-sea  container  shipping  providers,
      that they still carry out a substantial part of their business on a port-to-port basis for customers not demanding  door-to-door  services,
      and that the Commission has in the past defined a separate market for short-sea container shipping, this market has been  included  in  the
      market investigation.

  38) In its decisional practice,[34] the Commission has analysed  cases  involving  short-sea  container  shipping,  which  can  potentially  be
      distinguished

        a) from deep sea container shipping (i.e. deep sea shipping);

        b) from bulk shipping (i.e. non-containerised shipping); and

        c) from Ro-Ro[35] shipping.

  39) Further possible delineations can be made between liner (scheduled services) and charter, tramp or specialised transport services  (ad  hoc
      services), as well as reefer and non-reefer services (i.e. refrigerated or not). According to the Commission's  case  practice,  in  trades
      with a share of reefer containers in relation to all containerised cargo below 10% in both directions, transport in  reefer  containers  is
      not assessed separately, but as part of the overall market for container liner shipping services.[36]

  40) In the Commission's market investigation, a majority of respondents indicated that short-sea container  shipping  should  be  distinguished
      from other modes of transport as a separate market in spite of their overall acceptance of a  door-to-door  multimodal  transport  services
      market.[37] While competitors were rather split on the question, customers overwhelmingly supported the idea of a separate market;  freight
      forwarders did not think that short-sea container shipping was a separate market.

   1) As regards the type of cargo transported, majorities among all groups of respondents were of the opinion that container shipping should  be
      distinguished from a market for the transport of wheeled cargo (Ro-Ro vessels) or for bulk cargo.[38]

   2) In the same vein,[39] large majorities among all groups of respondents said that customers would not switch to bulk cargo  vessels,  should
      prices for short-sea container shipping rise by 5–10% for a steady period of time. Short-sea competitors and freight forwarders  considered
      that customers would switch to Ro-Ro vessels should prices for short-sea container shipping rise by 5–10% for a steady period  of  time;  a
      majority of customers however rejected this.

   3) Large majorities of all groups of respondents asserted that liner shipping should be distinguished from the provision of  non-regular,  not
      pre-scheduled services (e.g. charter, tramp, specialised transport).[40]

   4) Large majorities of all groups of respondents also claimed that deep sea container vessels on routes connecting  European  costal  harbours
      can in principle be a viable alternative to short-sea container services provided by specialised short-sea container vessels (in  terms  of
      price, availability, duration, frequency, ports of call, etc.).[41] However, a majority of all  respondents  stated  that  the  competitive
      constraint exercised by deep sea vessels was limited and that it depended on the characteristics of the service and the specific trade.

  41) The market investigation yielded mixed results concerning the definition of a narrower market  for  the  transport  of  refrigerated  goods
      (reefer).[42] A majority of all respondents (with a majority of freight forwarders dissenting) accepted that the transport of reefer  goods
      should not be considered as constituting a separate market from that for the transport of dry (non-refrigerated)  goods  in  intra-European
      short sea container shipping.[43]

   5) The Commission considers that the market investigation has shown that there may still be a separate short-sea container  shipping  services
      market independent from an all-encompassing door-to-door transport services market. Indeed, not all customers wish to purchase door-to-door
      transport services because they are themselves capable of ensuring the first and/or the last leg of their goods' journey.  Other  customers
      may have a preference for short-sea shipping because of its lower price, the regularity of the service or  because  they  want  to  improve
      their carbon footprint.

   6) While it seems to transpire from the results of the market investigation that  short-sea  container  shipping  providers  do  compete  with
      providers of transport services using other modes of transport to a certain extent, there may not be full substitutability on every  level.
      The competitive effects of the Transaction will therefore also have to be analysed on this narrower market.

   7) As concerns the exact market delineation, there seems to be sufficient evidence to conclude that non-scheduled services are not part of the
      short sea container shipping market, as the regularity of short sea services emerges as a distinctive characteristic of  this  market  from
      the market investigation. Bulk vessels can also safely be excluded from the assessment (even more so as the Parties do not operate any bulk
      vessels at all).

   8) Although Ro-Ro shipping found some support in the market investigation as a potential substitute for short-sea shipping, its  inclusion  or
      not in the market would not affect the competitive assessment of the Transaction and can therefore be left open.

   9) Deep sea container shipping services on the other hand may exert a  significant  competitive  pressure  on  short  sea  container  shipping
      services. Given that the extent to which they do so depends on the specific  trade,  they  will  be  taken  into  account  or  not  in  the
      competitive assessment of the respective trades.

  10) Finally, the question of whether reefer and dry transport services are part of the same market, and if so whether only reefer containers or
      also bulk reefer vessels[44] should be included, can be left open because the assessment of the Transaction  would  not  change  materially
      either way.

2 Geographic market

  42) In terms of the geographic size of the container shipping market, the Commission considered in its past practice a distinction on the basis
      of single trades, defined by the range of ports which are served at both ends of the  service.[45]  Regarding  short-sea  unitised  freight
      services, also encompassing short-sea container shipping, the Commission concluded in its past practice that such a market could be defined
      on the basis of geographic corridors, ultimately leaving the exact market definition open.[46]

  11) In case M.7268 – CSAV / Hapag Lloyd, a case concerning deep sea container shipping, the Commission further distinguished between  the  legs
      of each trade.[47] A "leg of trade" is defined as one of the two directions of a trade (e.g. on the trade  connecting  Northern  Europe  to
      North America and back, Northern Europe–North America is the first leg and North America–Northern Europe is the second leg). Given that the
      market conditions on the two directions of a trade can be significantly different, in  particular  in  the  case  of  trade  imbalances  or
      different characteristics of the products shipped, the Commission concluded that each leg constitutes a separate market.

  43) The Parties followed these precedents and provided market share data for their maritime-only services (i.e.  short-sea  container  shipping
      services) on the basis of geographic corridors (i.e. trades), separate for each leg of trade.

   1) More specifically, the Parties submit that they are active on trades (or corridors) linking the Iberian  peninsula  and  Morocco  with  the
      British Isles and Northern Europe. The Parties define these trades as consisting of Spain and Portugal for Iberia, of the  UK  and  Ireland
      for the British Isles and of Germany and Benelux for Northern Europe.[48]

  12) In the Commission's market investigation, large majorities of all groups of respondents have confirmed that for  the  present  Transaction,
      geographic markets should be defined on the basis of trades (or  corridors)[49]  and  have  indicated  that  short-sea  container  shipping
      services should not be looked at as being port-to-port only because shipping companies can serve a  range  of  ports  at  both  ends  of  a
      service.[50]

  13) Large majorities of all groups of respondents to the market investigation also considered that transportation of  cargo  from  point  A  to
      point B (the first leg of a trade) is a different market from the transportation of cargo from point B to point A  (the  second  leg  of  a
      trade).[51] In the Commission's market investigation the Parties' proposed delineation of trades (or corridors) was  largely  confirmed  by
      competitors and freight forwarders, while customers tended to define trades as consisting of single countries only (with the  exception  of
      the Northern Europe end of trade whose proposed composition was also endorsed by a majority of customers).[52]

  14) The Commission considers that in line with previous decisions and with the results of the market investigation,  for  the  purpose  of  the
      assessment of the Transaction, the relevant geographic market should be delineated on the basis of single trades, defined by the  range  of
      ports which are called at both ends of the service.

  15) In conformity with previous decisions and the results of the  market  investigation,  the  Commission  will  consider  each  leg  of  trade
      separately. Since no competition concerns arise on the basis of leg of trades, it can be left open if each leg of trade  forms  a  separate
      product market or not.

  16) As to the specific scope of the trades on which the Parties are active, the Commission will carry out  its  assessment  on  the  trades  as
      proposed by the Parties. Given however that the Parties have also provided market shares on the more granular level for Spain and  Portugal
      where the Parties' positions appear particulary strong, and given that the Transaction does not raise competition concerns on either level,
      the exact scope of the markets can remain open.

3 Conclusion

  44) The Commission concludes that for the purpose of the assessment of the Transaction a market  for  short-sea  container  shipping  services,
      which to the extent outlined above is exposed to competitive pressure from  other  modes  of  transportation,  should  be  considered.  The
      geographic scope of this market is delineated on the basis of single trades, defined by the range of ports which are served at both ends of
      the service.

3 Container terminal services

  45) In previous Commission decisions,[53] the provision of container stevedoring services by terminal operators has been defined  as  involving
      the loading, unloading, storage, and land-side handling for inland transportation of containerised cargo.

  46) With respect to deep-sea traffic, a delineation of container terminal throughput has been envisaged as follows:

        a) hinterland traffic, that is containers transported directly onto/from a container vessel from/to the hinterland (via barge, truck  or
           train), and

        b) transhipment traffic, that is, containers destined for onward transportation to  other  ports.  Transhipment  traffic  involves  both
           feeder movements and relay movements.

  47) The relevant geographical dimension of stevedoring services is in its broadest scope regions, such as  Northern  Europe  (for  transhipment
      traffic); and in its narrowest possible scope the catchment area of the ports in a certain range, such as Hamburg–Antwerp  (for  hinterland
      traffic) or possibly even narrowed down to comprising ports of a single Member State (such as Germany)  only.[54]  The  Commission  however
      left open the precise definition of the geographic market.

  48) The Parties agree with the Commission's market definition but submit that for the assessment of the  Transaction  the  distinction  between
      hinterland traffic and transhipment traffic plays no role.[55]

  49) Given however that no competition concerns arise under any plausible market definition, the exact market definition can remain open.

4 Freight forwarding

   2) The Parties submit that freight forwarding relates to the organisation of transportation of items on behalf of customers but without taking
      on the actual transportation which is usually subcontracted to one or more third parties. The Parties submit that the market  is  at  least
      national in size.[56]

   3) The Parties also argue[57] that the market for freight forwarding is  different  from  door-to-door  intermodal  transportation.  The  main
      difference between freight forwarding services and transport operators offering door-to-door services according  to  the  Parties  is  that
      freight forwarders do not own transportation means or operate transport services, whereas transport operators do.

  50) The Commission has defined freight forwarding as "the organisation of transportation  of  items  (possibly  including  activities  such  as
      customs clearance, warehousing, ground services, etc.) on behalf of customers according to their needs".[58] The Commission has so far left
      open if the freight forwarding market is national or larger.[59]

   4) However, the results of the market investigation proved inconclusive as to the question of whether the transport of goods should be  looked
      at as strictly separate from freight forwarding services.[60] Moreover, large majorities of the Parties' short-sea competitors as  well  as
      freight forwarders rejected the assertion that the use of own means of transport, i.e. a fleet of trucks or  vessels,  was  determinant  of
      whether a supplier of transport solutions should be considered a freight forwarder, a door-to-door shipper or a transport company.[61]

  51) The Commission considers that, given that door-to-door multimodal transport providers take care of the organisation of the whole journey of
      the transported goods, they appear to be offering comparable  services  and  thus  to  a  substantial  degree  also  compete  with  freight
      forwarders, which equally take care of the organisation of the whole journey of the goods  to  be  transported.  Different  from  what  the
      Parties argue, the ownership of means of transport is not the decisive criterion to draw a line between  door-to-door  transport  providers
      and freight forwarders.[62] The market investigation showed that not only do market participants dismiss this criterion but also that there
      are many examples of freight forwarders that own their own means of transportation.

  52) While the Commission has in past cases[63] indicated that "freight transport services constitute an input to freight  forwarding  services"
      and that "freight forwarding providers offer a service to customers, which is often sub-contracted to the transport  carrier",  the  market
      investigation has shown that the distinction between freight forwarding and transport  services  has  increasingly  become  blurred.  While
      freight forwarders as organisers of the transporation itinerary have taken on the execution of  transport  services  themselves,  transport
      providers more and more offer organisation services in addition to their own transportation services.[64]

  53) However, given that the proposed concentration would lead only to an affected market due to a vertical relationship, as one of the parties,
      CMA CGM has a dedicated freight forwarding subsidiary called CCLog, irrespective of the market definition, the Transaction will not lead to
      any appreciable impact on the competitive conditions. Therefore, it is not necessary  to  define  the  exact  delineation  between  freight
      forwarding services and door-to-door multimodal transport services.

  54) In view of the above and in line with previous desions, the geographic maket for freight forwarding is considered  as  national  or  wider.
      However, the exact geographic definition can be left open since the Transaction would not raise serious doubts as to its compatibility with
      the internal market under any possible market definition as regards freight forwarding.

COMPETITIVE ASSESSMENT

1 Intra-European door-to-door multimodal transport

Table 1: Parties' combined market shares – Intra-European door-to-door multimodal transport services in 2013[65]

 Export from |Import to |Total size of the market (TEU) |CMACGM GROUP (TEU) |CMA CGM GROUP (%) |OPDR (TEU) |OPDR(%) |CMA CGM + OPDR (%) |
 |IRELAND |MOROCCO |389 |[…] |[50-60]% |[…] |[40-50]% |[90-100]% | |LATVIA |PORTUGAL |246 |[…] |[10-20]% |[…] |[70-80]% |[90-100]% | |PORTUGAL
 |IRELAND |4,055 |[…] |[60-70]% |[…] |[0-5]% |[60-70]% | |PORTUGAL |ESTONIA |684 |[…] |[20-30]% |[…] |[30-40]% |[60-70]% | |PORTUGAL |LATVIA |810
 |[…] |[50-60]% |[…] |[0-5]% |[60-70]% | |MOROCCO |FINLAND |70 |[…] |[30-40]% |[…] |[20-30]% |[60-70]% | |MOROCCO |UK |15,940 |[…] |[20-30]% |[…]
|[5-10]% |[30-40]% | |LATVIA |MOROCCO |352 |[…] |[20-30]% |[…] |[0-5]% |[30-40]% | |PORTUGAL |UK |82,217 |[…] |[20-30]% |[…] |[0-5]% |[30-40]%  |
|PORTUGAL |RUSSIA |10,709 |[…] |[20-30]% |[…] |[5-10]% |[30-40]% | |SPAIN |IRELAND |32,720 |[…] |[30-40]% |[…] |[0-5]% |[30-40]% | |MOROCCO
       |IRELAND |322 |[…] |[10-20]% |[…] |[10-20]% |[20-30]% | |PORTUGAL |NORWAY |5,398 |[…] |[20-30]% |[…] |[0-5]% |[20-30]% | |PORTUGAL |POLAND
  |16,185 |[…] |[20-30]% |[…] |[0-5]% |[20-30]% | |PORTUGAL |SWEDEN |12,414 |[…] |[20-30]% |[…] |[0-5]% |[20-30]% | |FRANCE |MOROCCO |52,872 |[…]
  |[20-30]% |[…] |[0-5]% |[20-30]% | |LATVIA |SPAIN |4,934 |[…] |[10-20]% |[…] |[10-20]% |[20-30]% | |MOROCCO |FRANCE |59,121 |[…] |[20-30]% |[…]
|[0-5]% |[20-30]% | |The Parties are active on a number of  intra-European  markets  for  the  provision  of  door-to-door  multimodal  transport
      services, delineated on the basis of country pairs.[66] According to the  Parties'  estimates,  18  affected[67]  markets  arise  from  the
      Transaction, as listed in the table below.

1 Data sources

  55) The Parties submit that there are some limitations as to the availability of data related to intra-Europe  shipping.  The  main  source  is
      Eurostat, which however gathers data in tons and not on the basis  of  TEUs,  the  standardised  measurement  for  freight  containers.[68]
      Moreover, the Eurostat data appear to not always capture small volumes[69] and occasionally include significant inconsistencies between the
      volumes reported as having being shipped by a country A to a country B and those reported as received by country B from country A.[70]  The
      information on volumes shipped, market shares and capacity submitted by the Parties is based on a study realised by  a  consultancy  taking
      into account data from Eurostat, the World Cargo Database and the container shipping database.[71]

  56) The market investigation confirmed the difficulty in collecting reliable data. The Commission did not engage in  a  market  reconstruction,
      however it asked competitors to indicate the volumes they shipped. Competitors did not always confirm the Parties' submission, which appear
      at times to have sometimes overestimated competitors' volumes and thus somewhat inflated their respective  market  shares,[72]  whereas  at
      other times competitors' volumes were underestimated resulting in lower market shares. Lastly, the Parties appear to consistently  estimate
      the different markets' size as larger than their competitors; on the other hand, their competitors' estimates often  suggest  market  sizes
      that in some instances would be lower than the Parties' actual volumes shipped.

  57) Therefore, although the market shares provided by the Parties are indicative of the structure and dynamics within  the  different  markets,
      they should for the purpose of the present analysis be viewed critically and against  the  background  of  the  additional  information  on
      volumes shipped and more broadly on the functioning of the market.

2 The Parties' view

  58) The Parties explain that in many of these markets, the volumes shipped are rather limited. As a  result,  when  sea  carriers  serve  these
      country pairs, they usually do not establish regular direct services. Instead, the Parties and  other  sea  carriers  serve  these  markets
      indirectly through transhipment, by shipping the cargo to one of their hubs through  one  of  their  regular  services  and  from  then  on
      transferring it to one of their other services or slot chartering on other carriers' vessels to  complete  the  service.  Of  all  services
      listed in Table 1 above, only Portugal–UK is served directly by both Parties.

  59) Such services are introduced in view of accommodating specific customers' needs. The Parties argue that when a  new  request  for  shipping
      arises, they compete with providers of land transport as well as with sea carriers offering door-to-door services and to some  extent  also
      with freight forwarders. The latter could easily set up a service replicating that of the Parties combining  their  regular  services  with
      slot chartering and ensuring the delivery of the cargo. The information provided on capacity by the Parties further confirms that, should a
      sea carrier decide to replicate such service, there would be carriers other than the Parties able to take on such cargo.[73]

  60) The Parties further submit that this diversity of the services provided in the above coutry pairs does not  allow  for  gathering  reliable
      data on the total volumes shipped on these markets.

  61) Lastly, the Parties point out that in most of these country pairs, the increment of the Transaction is particularly low;  it  is  therefore
      rather unlikely that competition concerns would arise.

  62) More specifically, the Parties submit that in twelve country pairs, their aggregate market share is below [30-40]%.[74] Moreover,  only  in
      four of these twelve country pairs the increment of the Transaction exceeds 5%, namely in Morocco–UK, Portugal–Russia, Morocco–Ireland  and
      Latvia–Spain.[75]

  63) Of the six country pairs, where the Parties' market shares exceed [60-70]%, the increment is below [0-5]% in two according to  the  figures
      provided by the Parties, namely in Portugal–Ireland, where the share of OPDR is [0-5]% and corresponds to […] TEUs and in  Portugal–Latvia,
      where OPDR ships […] TEUs, amounting to [0-5]% of the indicated total market. OPDR services these country pairs by shipping  the  cargo  on
      one of its vessels from Portugal to the Netherlands and  then  slot  charters  on  other  carrier's  vessels  serving  Ireland  and  Latvia
      respectively.[76] This market is therefore not regularly served by the Parties and many sea carriers and other transport  operators  active
      in the EEA would be in the position of taking on such low volumes post-Transaction and setting up a service similar to that of OPDR.

  64) In the remaining four markets, in which the Parties appear to have high market shares, the indicated size of the total market is below  700
      TEUs,  hence  corresponds  to  less  than  an  average  short-sea  vessel.  These  country  pairs  are  Ireland–Morocco,   Latvia–Portugal,
      Portugal–Estonia and Morocco–Finland; in two of those one end of the country pair is outside the EEA and the volumes shipped appear  to  be
      marginal.

  65) Therefore the Parties argue that the Transaction is unlikely to raise any competition concerns.

3 Commission's assessment

   5) The Commission's market investigation has confirmed that the Transaction is unlikely to raise competition concerns in any of  the  affected
      markets. Already based on the volume figures provided by the Parties the large majority of  markets  would  be  unproblematic  because  the
      increment brought about by OPDR in terms of actual containers shipped is marginal[77] or one end of an already small volume country-pair is
      outside the EEA, making the country-pair a non-substantial part of the Internal Market.[78]

   6) This leaves the following seven country pairs for a closer examination:  Latvia–Portugal,  Portugal–Estonia,[79]  Morocco–UK,  Portugal–UK,
      Portugal–Russia, Spain–Ireland and Latvia–Spain.

   7) An assessment based on market shares, however, proved to be somewhat difficult, as the replies to  the  market  investigation  demonstrated
      that the volume data provided by the Parties did not hold up in every instance. The  volume  data  collected  from  short  sea  competitors
      differed in many instances from the data reported by the Parties. Furthermore, even if the data collected from sea shipping  operators  are
      taken into account, it could not suffice to provide a full overview of the market and the various carriers' market shares because it  would
      be omitting the cargo transported only by road and/or rail.

   8) As the Parties have in many instances underestimated the volumes shipped by their short sea competitors and therefore also the total market
      size, they consequently overestimated their own market share. In particular on the six markets in which the Parties  submitted  that  their
      aggregate market share exceeded 60%, the market investigation  indicated  that  volumes  shipped  by  other  sea  carriers  were  sometimes
      considerably higher, leading to an increase of the estimated total market and lowering the  combined  market  share  as  indicated  by  the
      Parties.[80]

  66) However, there are also some markets where the Parties overestimated the volumes of  competing  short  sea  container  shipping  companies.
      Nevertheless, the corrected market shares for those country pairs do not, when put into context, lead to competition  concerns  on  any  of
      these seven routes.

  67) Firstly, on Latvia–Portugal the Parties' combined market share appears to be much lower (it appears to be about  [30-40]%  in  total  only)
      since five other sea carriers indicated to be serving this country pair.[81] As this country pair may also be reached completely by land it
      is furthermore probable that trucking companies or other transport operators have shipped volumes not accounted for in the  Parties'  data.
      OPDR does not serve Latvia directly, MacAndrews also charters slots on third carriers' vessels from Latvia to Rotterdam and then  tranships
      on its own vessels and CMA CGM trainships in Nothern Europe between  own  vessels.[82]  Competition  concerns  on  this  country  pair  are
      therefore unlikely.

   9) Secondly, in the case of Portugal–Estonia, the Parties appear to have overestimated their competitors' volumes and  subsequently  also  the
      size of the total market, resulting in a slight underestimation of their own market share. However, two  other  short-sea  competitors  not
      mentioned by the Parties stated having had some volumes during  the  market  investigation;[83]  additional  shipments  by  land  transport
      operators may also have been omitted in the data provided by the Parties. Here as well  OPDR  and  MacAndrews  charter  slots  on  the  leg
      connecting the Netherlands to Estonia and CMA CGM tranships in Nothern Europe. OPDR's monthly volumes in this market range from [less  than
      100] TEUs; it is therefore clear that most competitors would be in the position of taking on such volumes by setting up a service  as  OPDR
      did, if demand arose.[84] Competition concerns on this country pair are therefore unlikely.

  10) On Latvia–Spain and Morocco–UK the Parties have equally underestimated their market shares. These country pairs are served by OPDR and  CMA
      CGM through transhipment in Northern Europe. Similar services could therefore be offered also by other carriers serving one of the two ends
      of the country pair and a European hub, from which third party carriers take over the containers and transport them to the second  country.
      Indeed, the market investigation revealed that a number of other sea carriers have been active on these country pairs.[85] Given  the  size
      and experience of some of these carriers, it can be concluded that they would be in a position to offer services comparable to that of  the
      Parties, as soon as demand arises.

  68) In the three remaining markets, namely in Portugal–UK, Portugal–Russia, and Spain–Ireland, the Parties' combined market share also  appears
      to be potentially higher than indicated, but still below [60-70]% on a  pure  short  sea  shipping  basis,  which  is  an  upper  bound  as
      transportation by truck has not been included in this figure. In any event, the increment of the  Transaction  would  be  low  or  moderate
      (below 10% even when taking into account only the volumes reported by short-sea competitors). These country pairs are served  by  OPDR  and
      CMA CGM through transhipment in Northern Europe, i.e. indirectly. Similar services could  therefore  be  offered  also  by  other  carriers
      serving one of the two ends of the country pair and a European hub, on which services connecting  the  second  country  call.  Indeed,  the
      market investigation revealed that a number of other sea carriers have been active on these country pairs. Given the size and experience of
      some of these carriers, it can be concluded that they would be in the position to offer services comparable to that of the Parties, as soon
      as demand arises.

  69) A minority of respondents had concerns about the transaction in particular in relation to the Portugal–UK and Spain–UK  country  pairs  but
      did not provide convincing reasons to substantiate their concerns. The clear majority of customers and competitors however did not identify
      competition concerns on all or a selection of the country pairs.[86]

  70) In light of the above considerations, and despite the Parties' apparent high combined market share, the  Transaction  is  not  expected  to
      raise competition concerns on any of the affected country pairs.

2 Short-sea container shipping

1 The Parties' view

  71) The Parties submit that their short-sea container shipping activities overlap on six legs of trade,  namely  (i)  from/to  Northern  Europe
      to/from Iberia, (ii) from/to Iberia to/from British Isles and (iii) from/to Northern Europe to/from Morocco. Of the six legs of trade,  the
      Parties' overlap would give rise to three affected markets in the case of Iberia to British Isles, British Isles  to  Iberia  and  Northern
      Europe to Iberia.[87]

  72) The parties stress the complementarity of the merging firms on the short-sea shipping market, which would eventually benefit the customers.
      The parties emphasise that the merger will help reducing fixed costs (for container leasing,  chartering  costs,  bunker  –  following  new
      European regulation on fuel, etc.) and therefore the market price.[88] The merger would also  create  operational  synergies.  Indeed,  the
      capacity of OPDR ships northbound and Mac Andrews ships southbound in the Iberia–British Isles trade is overall low, while the capacity  of
      OPDR ships southbound is rather high. Therefore, the merged entity would increase the overall capacity of ships, notably  on  the  services
      between South Spain, Bilbao and the Canary Islands. This would lead to efficiency gains.

2 Analytical framework

1 Consortia

  73) The Parties have entered into a number of vessel  sharing  agreements/consortia  with  other  sea  carriers  in  intra-Europe  trades.  The
      Commission has considered in its past practice that such consortia may enable participating carriers to exert some influence over a part of
      the market greater than their actual market share, since consortia partners decide jointly on capacity, schedule, ports  of  call  and  are
      thus able to influence operational decisions of all consortia members. To reflect all volumes over which carriers have a certain degree  of
      influence, the Commission based its assessment on the aggregate shares of these carriers' consortia, calculated as the  combined  share  of
      all consortium members, acknowledging however that there is still a degree of competition between members of a consortium.[89]

  74) The impact of consortia on the respective markets will be taken into account in assessing the effects  of  the  Transaction.  The  role  of
      consortia in deep-sea container shipping appears however to be much more significant than in the case of intra-European short-sea shipping.
      This is due to the fact that deep-sea shipping services require much greater scale and are usually offered through the employment  of  much
      greater vessels, making cooperation among carriers crucial for achieving the necessary scale and  continuing  serving  certain  trades.  In
      intra-Europe short-sea shipping, the vessels employed are smaller and the volumes shipped lower.[90]  Carriers  usually  offer  independent
      services and slot charter on other operators' vessels; only more rarely they engage in cooperation in the form of  consortia.  Indeed,  the
      Parties submit that, other than their own, no other consortia currently operate on the six overlapping intra-European short-sea trades.[91]

      2 Competition by other modes of transport

  75) As already indicated in the section on market definition above,[92] the Parties argue that the market should not be  limited  to  short-sea
      shipping only, but include all container shipping activities, irrespective of the mode  of  transport  used,  in  order  to  reflect  their
      activity, which is organised on a door-to-door basis. The Commission notes that  it  results  from  the  market  investigation,  even  when
      considering the impact of the Transaction on the narrowest segment of such a market, namely on  intra-Europe  short-sea  shipping  markets,
      that other modes of transport, as well as freight forwarders, indeed exert competitive pressure. This will therefore be taken into account.

  76) Respondents to the market investigation confirmed that deep-sea vessels calling at European  ports  would  constitute  an  alternative  for
      customers of short-sea carriers on some trades. In addition, certain respondents identified trucks as the Parties' closest  competitors  on
      some trades. Lastly, in relation to customers' ability to switch, respondents to the market investigation seemed to consider switching to a
      different mode of transport slightly more difficult than to a different short-sea carrier, while confirming however that this would  indeed
      constitute an alternative option.

3 Reefer market

  77) The transport of reefer containers accounted for more than 10% of the  total  container  trade  along  all  six  legs  where  the  Parties'
      activities overlap. In a narrower market definition for reefer container shipping only, the Parties' combined market shares would  lead  to
      the same affected markets as for the overall short-sea container shipping cargo (dry and reefer) as indicated in recital 1,  namely  Iberia
      to British Isles, British Isles to Iberia and North Europe to Iberia.

   2) Within each one of the affected markets, the Parties' combined market shares for reefer container shipping are within the same range as for
      the overall container shipping cargo (dry and reefer). Most of the main  competitors  are  also  active  in  the  reefer  market,  and  the
      competitive assessment for overall cargo (dry and reefer) is therefore applicable to reefer container  cargo.  In  addition,  none  of  the
      respondents to the market investigation has raised any substantiated concern as regards the effects of  the  Transaction  over  the  reefer
      market. The reefer cargo is therefore not further dealt with separately in the competitive assessment.[93]

4 Barriers to entry

  78) The Parties further suggest that barriers to entry are very low in this market.[94] As a result, any competitor or other logistics operator
      could easily start offering new or expand its current services if there is sufficient demand. The Parties argue that there is no  need  for
      carriers to start operating own vessels, instead they may start serving a trade through slot chartering or consortia  with  other  carriers
      and choose to employ own vessels only at a later stage.

  79) The market investigation confirmed this finding, as competitors listed overcapacity, low profitability and costs as the  main  barriers  to
      entry, specifying however that these costs are significantly lower in case of expansion.[95] In terms of time,  competitors  consider  that
      entry or expansion could be achieved within 3 to 12 months.[96] Lastly, the market investigation indicated  that  customers  may  have  the
      ability to entice a competitor to enter or expand its services on certain markets, e.g. by adding ports of call on their current  rotation,
      as the majority of responding competitors confirmed that they have been enticed by customers to offer  new  or  expanded  services  in  the
      past.[97]

  80) The Commission therefore considers that barriers to entry appear to be rather low and that entry could take place within a relatively short
      time frame. Given that at least some customers have buyer power and could entice entry and given that there appears to be a lot  of  unused
      capacity in short-sea container shipping, even potential entry is likely to exert competitive pressure on prices on a given trade.

5 Switching costs

  81) The Parties argue that switching is very easy and does not entail any costs for customers.[98]

  82) The vast majority of customers and freight forwarders responding to  the  market  investigation  indicated  that  they  purchase  short-sea
      container liner shipping services from several suppliers; the most popular answer being that they contract with more than  four  suppliers.
      Several respondents indicated that they choose to multisource in order to  ensure  that  they  profit  from  the  competition  among  their
      suppliers.[99] Customers therefore appear to already have established relationships with a number of  carriers  and  to  be  systematically
      comparing services and prices.

  83) When asked about how easy it is to switch from one sea carrier to another, the majority of respondents assessed  it  as  somewhat  or  very
      easy. A few customers indicated that the time to switch would extend to the contract termination deadline usually covering 2–3 months;  the
      majority of respondents however commented that switching is a matter of a few days, on condition that the customer bears the  cost  of  the
      change of schedule.[100] The market investigation was rather inconclusive as to whether switching into a different mode of transport  would
      also be easy; those considering this more difficult identified cost as the main reason.

  84) The Commission considers that frequent switching between short-sea container shipping providers  is  a  rather  customary  feature  of  the
      industry and takes place within relatively short time frames. Switching costs do not appear to be prohibitively high.

3 Iberia to British Isles

1 The Parties' view

  85) The Parties submit that this trade comprises the UK and Ireland on one end and Spain and Portugal  on  the  other.[101]  According  to  the
      Parties' estimate, CMA CGM (including MacAndrews) has a market share of [50-60]% and OPDR of [5-10]%, leading to a combined market share of
      [60-70]% on this trade.[102] In addition, MacAndrews is in a consortium with DSL on this trade, as well as in a  consortium  with  Samskip,
      which is active on this and the Iberia-Northern Europe trade. The market share corresponding to the  Parties  and  their  consortia  would,
      according to the Parties, amount to [70-80]% on the Iberia-British Isles trade.[103]  Should Spain and Portugal be looked at  individually,
      and the British Isles be split as well into Ireland and the UK, the Parties' market shares would amount to [50-60]% on a potential Portugal
      to UK trade and to [60-70]% on a potential Spain to UK trade, and no overlap would occur on the trades to Ireland.[104]

  86) The Parties argue that despite these market shares the concentration does not lead to any competition issues. First, the Parties point  out
      that they face significant competitive pressure from providers of other modes of transport, such as Ro-Ro vessels, trucks, deep sea vessels
      etc. According to their estimate, their combined market share would be below [20-30]% and the Transaction's increment less than [0-5]% on a
      broader market including all modes of transport.[105]

  87) Second, the Parties' main competitor on this trade is the MSC Group with its specialised short-sea subsidiary WEC (and to a  lesser  extent
      also under its main brand MSC itself) having an aggregate share of 11%. SeaGo (Maersk's short-sea subsidiary) and Borchard Lines  are  also
      active on this trade, as is the deep-sea carrier K-Line.

  88) Lastly, the Parties submit that there is sufficient capacity on this trade, as the vessels they employ amount to less than [20-30]% of  the
      total available short-sea shipping capacity.[106] Customers would therefore have several alternatives to the Parties post-Transaction,  not
      only among short-sea carriers, but also among providers of services of other modes of transport.

2 Commission's assessment

  89) The market investigation indicated that the Parties had slightly overestimated competitors' market  shares  on  this  trade,  although  the
      discrepancy would account for only 1 640 TEUs, corresponding to less than 1% of the total trade.  The  market  investigation  has  revealed
      that, under the most conservative calculation, the Parties' combined  market  share  would  be  [60-70]%  ([70-80]%  with  consortia).  The
      increment of the Transaction would however not exceed [5-10]%, even under the most conservative estimation.[107]

  90) The information provided by the Parties on capacity reflects the total capacity of all vessels serving the Iberia-British Isles  trade.  It
      therefore provides an overview of the activity on the trade, but however does not fully correspond to the capacity  actually  used  on  the
      trade, given that several carriers combine their services on this trade with other services, carrying cargo destined  for  ports  in  other
      ends of trade, which are served on the same rotation (e.g. in Northern Europe, Mediterranean, etc.).[108]

  91) According to the information provided by the Parties there are 20 services by nine different sea carriers established on this trade (10  of
      which operated by sea carriers different from the Parties) [109] among which Borchard, X-Press Feeder, SeaGo Line, WEC Lines,  as  well  as
      Hamburg Süd, Hapag-Lloyd, K-Line, and MSC.[110] Even if not all of the above currently carry significant volumes, they  regularly  call  at
      ports on both ends of this trade, and would therefore be in the position of easily  taking  on  additional  volumes,  should  there  be  an
      increase in demand. The vast majority of respondents to the market investigation also consider that capacity meets  or  exceeds  demand  on
      this trade.[111]

  92) Further, the market investigation showed, also in relation to this trade, that barriers to entry are low.[112] In  particular,  a  customer
      indicated that after the economic crisis of 2009–2010 when truck capacity became scarce and land transport rates  increased  significantly,
      new entry and expansion of incumbents' services was witnessed among short-sea carriers on this trade.[113] Moreover, competitors  explained
      that they regularly monitor this trade.  Four of the Parties' close competitors confirmed that they are  already  considering  entering  or
      expanding their services between Iberia and British Isles and would continue to do so also post-Transaction.[114]

  93) In addition, according to the Parties submissions, short-sea shipping represents approximately […]% of the total volumes  shipped  on  this
      trade.[115] The majority of direct customers and freight forwarders also took the view that trucks, Ro-Ro and deep-sea vessels exert strong
      competitive constraint on short-sea carriers.[116] The vast majority of competitors also shared the same view, identifying competition from
      trucks as strongest, followed by Ro-Ro and deep sea vessels.[117]

  94) Lastly, when asked whether the Transaction is likely to have a  negative  impact  on  competition  on  this  trade,  the  majority  of  the
      respondents did not identify such risk.[118] Rather, a majority of customers (freight forwarders that buy  services  from  either  or  both
      Parties included) consider that sufficient competitors or potential entry exist on the six trades, Iberia to British Isles included.[119]

  95) In view of the above considerations and in particular the fact that several competitors appear to consider entry, the Commission  concludes
      that the Transaction does not  lead to serious doubts as to its compatibility with the internal market on a market  for  the  provision  of
      short-sea transport services in the Iberia–British Isles trade.

4 British Isles to Iberia

1 The Parties' view

  96) The Parties submit that CMA CGM (including MacAndrews) has a market share of [40-50]% and OPDR of [5-10]%, leading  to  a  combined  market
      share of [50-60]% on this trade in 2013. In addition, MacAndrews' consortia with DSL and Samskip operating northbound  on  this  trade  are
      also serving the southbound leg. The market share corresponding to the Parties and their consortia would, according to the Parties,  amount
      to [70-80]% on the British Isles−Iberia trade.[120]  Should Spain and Portugal be looked at individually, and the British Isles be split as
      well into Ireland and UK, the Parties' market shares would amount to [50-60]% on a potential UK to Portugal trade  and  to  [50-60]%  on  a
      potential UK to Spain trade,[121], and no overlap would occur on trades to Ireland.

  97) The Parties argue that the concentration does not lead to any competition issues. First, the Parties point out that they  face  significant
      competitive pressure from providers of other modes of transport, such as Ro-Ro vessels, trucks, deep sea vessels etc.  According  to  their
      estimate, their combined market share would be below [10-20]% and the  Transaction's  increment  less  than  [0-5]%  on  a  broader  market
      including all modes of transport.[122]

  98) Second, the Parties argue that there are many actual competitors on this trade, including Borchard Lines  and  K-Line.  Since  their  total
      capacity on the trade amounts, as already mentioned in recital (117) above, to less than [20-30]% in terms of short-sea shipping and to [5-
      10]% if capacity on deep-sea vessels is also considered, the Parties submit that customers could choose among several sea carriers on  this
      trade.

2 Commission's assessment

  99) The market investigation indicated that the Parties had overestimated competitors' market shares and the total size of the market  in  this
      trade. Given the rather small size of this leg of trade, such overestimation would impact on the Parties' market shares, which would, under
      the most conservative calculation, amount to [70-80]% and to [80-90]% with consortia; the increment of the Transaction  would  however  not
      exceed [10-20]%, even under the most conservative estimate.[123]

 100) Despite the high combined market share of the Parties on this trade however, the majority of respondents to the  market  investigation  did
      not identify potential competition problems in this trade.[124]

 101) First, nearly all respondents to the market investigation stated that there is overcapacity on this market.[125] The  size  of  the  market
      (less than 60 000 TEUs) is only approximately a fourth of the volumes shipped northbound.[126] This imbalance of shipments results from the
      fact that the British Isles are an import and not an export market in relation to the Iberian peninsula. To cope with this  imbalance,  one
      competitor stated that although it is active on the Iberia-British Isles trade, it chose to not serve the southbound leg,  but  to  instead
      continue by serving a different trade and thus return to Iberia after a larger rotation to increase its efficiency.[127] Another competitor
      explained that although it operates southbound between British Isles and Iberia, it mainly returns empty containers to be used again on the
      northbound leg. Therefore, it has almost "unlimited capacity" that would allow it to accommodate additional cargo, should demand  increase,
      without any change to the current service or vessels employed.[128]

 102) Second, the Parties submit that there are 21 services by nine different sea carriers established on this trade (11 of which operated by sea
      carriers different from the Parties), as almost all carriers providing the northbound service return to Iberia, often however after calling
      on ports belonging to different ends of trade.[129] Even if not all of these carriers currently transfer significant volumes, they would be
      in a position to take on additional cargo, if there is an increase in demand. The Parties' competitors on this leg  include  Borchard,  WEC
      Lines and SeaGo, as well as their two consortia partners that also compete with the Parties, at least concerning prices. Moreover, in  this
      case as well, short-sea container shipping constitutes only one of the available options of  shipping  goods  from  the  British  Isles  to
      Iberia; Ro-Ro vessels, deep-sea vessels, as well as trucks and rail have been  identified  by  customers  and  competitors  as  alternative
      possibilities.[130]

 103) Third, as already mentioned in recital (107), the market investigation showed that barriers to entry are low  on  intra-European  short-sea
      shipping markets.[131] Therefore, should demand rise, carriers would be in the position of  expanding  their  current  services,  adjusting
      their rotation to include this leg of the trade or enter for the first time, as they currently specifically prioritise other  legs  due  to
      the reduced volumes shipped between the British Isles and Iberia.

 104) In view of the above considerations and in particular the overcapacity and low utilisation rates on this leg of trade, and in line with the
      results from the responses to the market investigation,  the Commission concludes that the Transaction does not lead to serious  doubts  as
      to its compatibility with the internal market on a market for the provision of short-sea transport services  in  the  Iberia–British  Isles
      market.

5 Northern Europe to Iberia

1 The Parties' view

 105) The Parties submit that this trade comprises Belgium, Netherlands and Germany on one end and Spain and Portugal on the other. According  to
      the Parties' estimate CMA CGM (including MacAndrews) has a market share of [5-10]% and OPDR of [10-20]%, leading to a combined market share
      of [20-30]% on this trade. In addition, MacAndrews' consortium with Samskip is also active on this trade. The aggregate market share of the
      Parties and the consortium would, according to the Parties, amount to approximately [20-30]% on the Northern Europe–Iberia trade.[132]

 106) The Parties argue that despite these market shares the concentration does not lead to any competition issues. First, the Parties point  out
      that on this trade, competition by trucks is particularly strong, as the whole journey may be made by road.  According to  their  estimate,
      their combined market share would be below [0-5]% and the Transaction's increment less than [0-5]% on a broader market including all  modes
      of transport.[133]

 107) Second, the Parties argue that the market is only "slightly affected" and that this is only due to the sharp decrease in size of  this  leg
      of trade, which contracted by approximately 15% from 2012 to 2013, rather than the Parties' performance. Other sea carriers active on  this
      trade are WEC Lines with a market share of 10–15%, as well as K-Line, Cosco and Cobelfret with market shares between 5% and  10%.  Further,
      the Parties claim that their  capacity  corresponds  to  approximately  10%  of  the  total  capacity  on  the  trade,  excluding  deep-sea
      services.[134] Customers would therefore be able to choose among different providers in the short-sea shipping sector, as well as providers
      of services of other modes of transport.

2 Commission's assessment

 108) The market investigation was somewhat inconclusive as to the volumes shipped by competitors on  this  trade.  The  data  provided  by  some
      competitors with volumes shipped from Northern Europe to Iberia seem to include cargo shipped from ports beyond the  catchment  area  where
      the Parties operate in Northern Europe.[135] In any event, the vast majority of respondents to the market investigation  did  not  identify
      potential competition problems in this trade and the Parties' moderate market shares indicate that there is sufficient competition on  this
      trade.[136]

 109) Nine further sea carriers, active in both short-sea shipping, like SeaGo Lines, WEC Lines, X-Press Feeder and deep-sea  shipping,  such  as
      Evergreen, K-Line, Hapag-Lloyd, MSC reported having shipped volumes on this trade during the market investigation.  Even  if  some  shipped
      only marginal quantities, the fact that they are serving this trade indicates that they would be in the position of  taking  on  additional
      cargo in case of increase in demand. The Parties also submit that there are 17 services  established  on  this  market,  which  could  also
      accommodate any increased services request.[137]

 110) Further, sea shipping could be replaced by land transport on this leg of trade as well, as trucks,  trains  and  Ro-Ro  vessels  have  been
      identified by customers and competitors as alternative possibilities.[138] In addition, on this market as well,  the  market  investigation
      did not indicate lack of capacity; instead the vast majority of respondents consider that capacity either meets or exceeds demand  on  this
      leg.[139] Lastly, no specific barriers to entry were identified on this market during the market investigation. Therefore,  carriers  could
      expand their current services or start offering new ones, should demand rise on this market. Moreover, a large majority of all  respondents
      considers that sufficient competition or potential entry /expansion exists on this trade post transaction. [140]

 111) In view of the above considerations, the Commission concludes that the Transaction does not lead to serious doubts as to its  compatibility
      with the internal market on a market for the provision of short-sea transport services on the Northern Europe–Iberia market.

3 Conclusion

 112) In light of the above considerations, despite the high market shares on two of the above mentioned markets and against  the  background  of
      the results of the market investigation, there seems to be sufficient actual and potential competition to defeat any attempt by the  merged
      entity to raise prices.

3 Vertical relationships

 113) The CMA CGM Group offers services that are vertically related to the container short-sea shipping business and the door-to-door  multimodal
      transport. In particular, CMA offers freight forwarding services and container terminal services.

 114) The Transaction would create vertical links between the Parties' operations (i) in the market for container short-sea shipping and door-to-
      door multimodal transport services on the one hand, and the market for freight forwarding services on the other hand; as well  as  (ii)  in
      the market for container short-sea shipping and the market for container terminal services.

1 Freight forwarding services

 115) Short-sea shipping services and possibly door-to-door multimodal transport may be a necessary input to freight forwarding services. Freight
      forwarders are actually among the most important customers of short-sea container liner  shipping  companies,  to  which  they  subcontract
      transport of cargo.

 116) The CMA CGM Group, through its wholly-owned subsidiary CCLog, provides freight forwarding services. CCLog offers all complementary services
      needed in the transport and logistics chain such as customs clearance, freight forwarding, packaging or  storage.  CCLog’s  agency  network
      covers 28 countries over the world (China, France, UK, Netherlands, Belgium, Germany, Canada, USA, Vietnam, Malaysia,  Indonesia,  Lebanon,
      India, Sri Lanka, Australia, Egypt, Jordan, Bangladesh, Russia, Turkey, South Africa, Brazil, Poland, Italy, Morocco, Spain,  Thailand  and
      Namibia), Europe representing around […]% of its worldwide turnover, and France being by far the most important country with […]%.

 117) On the basis of the combined market shares of the Parties, the Transaction would create verticaly affected markets in excess of 30% between
      the provision of freight forwarding services via CCLOG and the Parties' activities in the market of (i) door-to-door  multimodal  transport
      services and (ii) short-sea container shipping. Namely on the following country pairs and legs of trade:

    • "Spain to Ireland", "Morocco to UK" and  "Portugal to UK", in the country pair approach; and

    • "Iberia to British Isles"  and "British Isles to Iberia" in the geographic corridor approach.

1 The Parties' view

 118) The Parties submit that these vertical links will not lead to any competition concern because (i) the market share of CCLOG in any  of  the
      abovementioned countries is well below [0-5]%, and (ii) the market share of OPDR for freight sea services in any of these countries is low.

2 Commission's assessment

 119) The Commission considers that, given the low market share of CCLOG in freight forwarding, irrespective of any market  segmentation,  it  is
      unlikely that the merged entity would have the ability or incentive to foreclose accesss to a sufficient customer base  to  its  actual  or
      potential freight forwarding rivals in the upstream markets for short-sea shipping or door-to-door multimodal transport services. Likewise,
      due to the low market share of CCLOG, it is unlikely that other freight forwarders would be foreclosed from access to  short-sea  container
      shipping services by the Parties on any trade.

3 Conclusion

 120) In light of the above, the Commission concludes that the Transaction does not raise  serious  doubts  as  to  its  compatibility  with  the
      internal market with respect to the vertical relationship between the activities of the Parties in  the  markets  for  short-sea  container
      liner shipping and door-to-door multimodal transport services on the one hand, and the market for freight forwarding services on the  other
      hand.

2 Container terminal services

   1) Terminal services have consistently been considered as an upstream market to the provision of short-sea shipping services.[141]

 121) The CMA CGM Group holds [CONFIDENTIAL] stakes in eight terminals in Europe and a further one in Morocco:

    • Intramar (Marseille – France),

    • Antwerp Gateway (Antwerp – Belgium),

    • Générale de Manutention Portuaire (Le Havre – France),

    • Terminal des Flandres SAS (Dunkirk – France),

    • Terminal du Grand Ouest (Montoir de Bretagne – France),

    • Eurofos (Fos – France),

    • Marseille Manutention (Marseille – France),

    • Malta Freeport Terminals (Marsaxlokk – Malta), and

    • Somaport (Casablanca – Morocco).

 122) In addition, the CMA CGM Group also holds [CONFIDENTIAL] stakes in the terminals Rotterdam World Gateway  (Rotterdam  –  the  Netherlands),
      Container Handling Zeebrugge (Zeebrugge – Belgium)  and Eurogate Tanger (Tangiers – Morocco).

   2) The Transaction would therefore create vertical links between the Parties' operations in the market for short-sea shipping services and the
      upstream market for container terminal services.

   3) Given the current ports of call of OPDR and the terminals [CONFIDENTIAL] CMA CGM, the Transaction may give rise to a  vertical  overlap  in
      the region of Antwerp (Antwerp Gateway) and Morocco (Somaport).

 123) In 2013, the total volume handled by the CMA CGM Group accounted for a [10-20]% market share for container terminal services in the  region
      of Antwerp. Equally, Somaport accounted for a [5-10]% market share for container terminal services in the Casablanca–Tangiers range.

1 The Parties' view

   4) As regards the container terminal services provided by the CMA CGM Group in Antwerp/Zeebrugge, the Parties submit that there  is  no  trade
      to/from a region including Belgium on which the Parties together have a combined market share in excess of 30%.

 124) As regards the container terminal services provided by the CMA CGM Group in Morocco (Somaport), the Parties submit that  OPDR  already  has
      all its volumes handled in Casablanca by Somaport, and that their volumes represented less than [0-5]% of the overall  volumes  handled  in
      the Casablanca–Tangiers range in 2013. [142]

 125) Therefore, the Parties argue, the Transaction will not lead to any competition concerns regarding these vertically related markets.

2 Commission's assessment

 126) When asked about the impact of the Transaction to the vertically related market  for  the  provision  of  container  terminal  services,  a
      majority of competitors, customers and freight forwarders have stated that the Transaction would not have a negative effect on any  of  the
      relevant trades.[143]

 127) The Commission considers that the merged entity would not have the ability to engage in any foreclosure strategy on the market of container
      terminal services.

 128) First, it is unlikely that the merged entity would stop providing port terminal services to competing liner shipping companies  in  Antwerp
      or in Morocco, since the market share for port terminal services by the parties is low and there are enough alternative providers  offering
      port terminal services.

 129) Second, it is unlikely that competitors in the market for container terminal services where the Parties offer such activities (see  recital
      (151)) would be foreclosed from access to a significant customer base, since the Parties represent  a  limited  share  of  the  demand  for
      container terminal services both in North-Western Europe and in Morocco.

3 Conclusion

 130) In light of the above, the Commission concludes that the Transaction would not raise serious doubts as  to  its  compatitibility  with  the
      internal market with respect to the vertical relationship between the activities of the Parties in the market for short-sea container liner
      shipping services and in the market for container terminal services.

CONCLUSION

 131) 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)
Neven MIMICA
Member of the Commission

-----------------------
[1]   OJ L 24, 29.1.2004, p. 1 ('the Merger Regulation'). With effect from 1 December 2009, the Treaty on the Functioning of the  European  Union
('TFEU') has introduced certain changes, such as the replacement of 'Community'  by  'Union'  and  'common  market'  by  'internal  market'.  The
terminology of the TFEU will be used throughout this decision.

[2]   OJ L 1, 3.1.1994, p.3 ("the EEA Agreement").

[3]   Publication in the Official Journal of the European Union No C 179, 2.6.2015, p. 11.

[4]   "TEU" stands for the 'twenty-foot equivalent unit' used to describe the capacity of one ship container.

[5]   The ConRo vessel is a hybrid of a Roll on-Roll off vessel (see footnote 12) and a container ship.

[6]   Form CO, paragraphs 43 and following, Share Purchase Agreement related to  the  Shares  in  Oldenburg-Portugiesische  Dampfschiffs-Rhederei
GmbH & Co. KG, its General Partner including certain parts of the business of OPDR Canarias S.A., signed by Bernhard Schulte GmbH  &  Co  KG  and
CMA CGM S.A. of 20 November 2014, Annex 2 to the Form CO.

[7]   Form CO, paragraphs 95 and following.

[8]   Form CO, paragraph 94.

[9]   OPDR recently created a subsidiary dedicated to road transport called OPDR Road Spain. It just started its operation in  2014  and  carries
cargo in Spain, on land. However, its activity is marginal compared to OPDR's total turnover (less than [0-5]%).  OPDR  Road  Spain  offers  road
transport services independently from short-sea shipping.  OPDR does not provide inland transportation services separately from  their  container
short-sea shipping activities other than through OPDR Road Spain; Form CO, footnote 24.
[10]  Form CO, paragraph 112.

[11]  Form CO, paragraph 91.

[12]  "Roll on-roll off"' shipping corresponds to the transport of wheeled cargo (lorries, cars, etc.) on ships.

[13]  A "trade" (also referred to as "geographic corridor") is defined by the range of ports which are served at both ends of the  service  (e.g.
Northern Europe – Iberia and back) – See M.7268 – CSAV / HGV / Kühne Maritime / Hapag-Lloyd AG, recitals 21 and following.

[14]  Form CO, paragraphs 341–342 and 350–351. CMA CGM offers Ro-Ro shipping services from Marseille  to  Maghreb,  whereas  OPDR  only  does  so
between Spain and the Canary Islands.

[15]  CMA CGM's subsidiary Greenmodal is active mainly in France and to a lesser extent also in Belgium,  Germany  and  the  Netherlands.  OPDR's
newly created subsidiary OPDR Road Spain offers land transport services in Spain. Should a market for inland transportation larger than  national
be considered, the Parties' market shares would be so miniscule that no competition concerns could arise. Given that Greenmodal is mainly  active
in France and given that the Parties' market shares do not exceed 30% in either inland transporation services  or  short-sea  container  shipping
and door-to-door multimodal transport services on any market including France, there is no vertically  affected  market  concerning  Greenmodal's
activities. OPDR's subsidiary OPDR Road Spain does not provide inland transportation services separately  from  OPDR's  own  short-sea  container
shipping activity.

[16]  Form CO, paragraphs 165, 175 and following.

[17]  Form CO, paragraph 197 and Annex 23. In total, the Parties estimate that MacAndrews  door-to-door  business  corresponds  to  […]%  of  its
activity, whereas for OPDR it amounts to […]% of its total operation, Form CO, paragraphs 103 and 126.

[18]  Form CO, Annex 23.

[19]  Responses to Q1 – Questionnaire to short-sea competitors, question  27;  Q2  –  Questionnaire  to  direct  customers,  question  20;  Q3  –
Questionnaire to freight forwarders, question 28.

[20]  Majorities among all groups of respondents also stated that this market included containerised  as  well  as  non-containerised  transport.
Given however that the Parties' non-containerised transport activities are marginal, only containerised transport services will  be  included  in
the assessment. Responses to Q1 – Questionnaire to short-sea competitors, question 28; Q2 – Questionnaire to direct customers, question 21; Q3  –
Questionnaire to freight forwarders, question 29.

[21]  Responses to Q1 – Questionnaire to short-sea competitors, question 22, e.g a short-sea competitor : "All services provided at  the  request
of customers regardless of the mode of transport nominated by customers compete on price, service quality,  frequency  and  availability  amongst
the transport operators"; Q2 – Questionnaire to direct customers, question 15; Q3 – Questionnaire to freight forwarders, question 23.

[22]  Responses to Q1 – Questionnaire to short-sea competitors, question  28;  Q2  –  Questionnaire  to  direct  customers,  question  21;  Q3  –
Questionnaire to freight forwarders, question 29.

[23]  M.1651 – Maersk/Sea-Land, recital 9; M.5756 – DFDS/Norfolk, recital 12.

[24]  Case IV/36.253 - P&O Stena Line of 26 January 1999 – recitals 20 (b) and 38.

[25]  The Parties have provided an extensive list of former or acquired customers that switched between land and sea transport for  their  intra-
European shipments; Form CO, paragraphs 187 and following.

[26]  Responses to Q1 – Questionnaire to short-sea competitors,  question  12;  Q2  –  Questionnaire  to  direct  customers,  question  5;  Q3  –
Questionnaire to freight forwarders, question 13.

[27]        Responses to Q2 – Questionnaire to Direct Customers, question 5.

[28]  Responses to Q2 – Questionnaire to Direct Customers, questions 5 and 27.

[29]  Form CO, paragraphs 240 and following.

[30]  See recitals (53) and following below.

[31]  Responses to Q1 – Questionnaire to short-sea competitors, question  30;  Q2  –  Questionnaire  to  direct  customers,  question  23;  Q3  –
Questionnaire to freight forwarders, question 31.

[32]  Responses to Q1 – Questionnaire to short-sea competitors, question  31;  Q2  –  Questionnaire  to  direct  customers,  question  24;  Q3  –
Questionnaire to freight forwarders, question 32.

[33]  See recitals (23) and following.

[34]  See e.g. cases M.3829 - Maersk/ PONL, recital 7; M.3973 - CMA CGM/Delmas, recital 6; M.5398 – Hutchison/Evergreen,  recital  12;  M.5756  –
DFDS/NORFOLK, recital 11 and following; M.6305 – DFDS/ C.RO Ports/Älvsborg, recital 19; M.7268 –  CSAV/  HGV/  Kühne  Maritime/  Hapag-Llyod  AG,
recitals 15 and following.

[35]  "Roll on-roll off"' shipping corresponds to the transport of wheeled cargo (lorries, cars, etc.) on ships.

[36]  On trades with a share of reefer containers below 10% of total capacity, vessels have in  general  more  reefer  facilities  than  actually
used. Shipping companies will therefore be able to shift volume from transport of warm containers to transport of reefer containers in the  short
term and without significant additional costs.; M.3829 – Maersk/PONL, recital 10; M.3863 – TUI/CP Ships, recital  8;  M.3973  –  CMA  CGM/Delmas,
recital 7.

[37]  Responses to Q1 – Questionnaire to short-sea competitors,  question  11;  Q2  –  Questionnaire  to  direct  customers,  question  4;  Q3  –
Questionnaire to freight forwarders, question 12.

[38]  Responses to Q1 – Questionnaire to short-sea competitors,  question  13;  Q2  –  Questionnaire  to  direct  customers,  question  6;  Q3  –
Questionnaire to freight forwarders, question 14.

[39]  Responses to Q1 – Questionnaire to short-sea competitors,  question  14;  Q2  –  Questionnaire  to  direct  customers,  question  7;  Q3  –
Questionnaire to freight forwarders, question 15.

[40]  Responses to Q1 – Questionnaire to short-sea competitors,  question  15;  Q2  –  Questionnaire  to  direct  customers,  question  8;  Q3  –
Questionnaire to freight forwarders, question 16.

[41]  Responses to Q1 – Questionnaire to short-sea competitors,  question  16;  Q2  –  Questionnaire  to  direct  customers,  question  9;  Q3  –
Questionnaire to freight forwarders, question 17.

[42]  Responses to Q1 – Questionnaire to short sea competitors, question  17;  Q2  –  Questionnaire  to  direct  customers,  question  10;  Q3  –
Questionnaire to freight forwarders, question 18.

[43]  For example, in their reply to question 17.1 of Q2 – Questionnaire to short-sea competitors, a competitor stated  that,  "In  general,  all
carriers normally either have sufficient reefer plugs on their vessels to meet the demand of their customers or alternatively  will  be  able  to
buy slots for reefer containers from other carriers. In addition,  it  is  relatively  swift  and  inexpensive  to  equip  a  vessel  for  reefer
containers".

[44]  The Parties do not operate any bulk reefer vessels (Form CO, paragraphs 115 and 141).

[45]  M.3973 – CMA CGM/Delmas, recital 8; M.6278 – Kühne/HGV/TUI/Hapag-Lloyd, recital 22.

[46]  M. 5756 – DFDS/Norfolk, recital 18 and following.

[47]  M.7268 – CSAV / HGV / Kühne Maritime / Hapag-Lloyd AG, recitals 21 and following.

[48]  Form CO, paragraphs 252–256. The Parties further submit that, coming from Iberia, French ports  cannot  be  considered  as  interchangeable
with Benelux ones, apart perhaps from Dunkirk which lies at the border with Belgium, as the next significant French port, Le  Havre,  is  located
too far south to allow to cover Belgium like Dunkirk does. In any event, OPDR does not serve France; there is  therefore  no  overlap  among  the
Parties' activities. CMA CGM transports approximately […] TEUs to France, if added to the Parties' market share  on  this  trade,  these  volumes
would lead to a marginal increase of approximately [0-5]% and that is without increasing accordingly the  market  size  to  include  all  volumes
shipped to France. Response of the Parties to question 24 of QP4 of 7 May 2015.

[49]  Responses to Q1 – Questionnaire to short sea competitors, question  19;  Q2  –  Questionnaire  to  direct  customers,  question  12;  Q3  –
Questionnaire to freight forwarders, question 20.

[50]  Responses to Q1 – Questionnaire to short sea competitors, question  18;  Q2  –  Questionnaire  to  direct  customers,  question  11;  Q3  –
Questionnaire to freight forwarders, question 19.

[51]  Responses to Q1 – Questionnaire to short sea competitors, question  21;  Q2  –  Questionnaire  to  direct  customers,  question  14;  Q3  –
Questionnaire to freight forwarders, question 22.

[52]  Responses to Q1 – Questionnaire to short sea competitors, question  20;  Q2  –  Questionnaire  to  direct  customers,  question  13;  Q3  –
Questionnaire to freight forwarders, question 21.

[53]  M.5398 – Hutchison/Evergreen, recitals 9-10.

[54]  M.5450 – Kühne/HGV/TUI/Hapag-Lloyd, recital 16; M.3973 – CMA CGM/ Delmas, recital 12.

[55]  Form CO, paragraphs 219 and 301.

[56]  Form CO, paragraph 308.

[57]  CMA CGM's reply to QP3 – Questions to the Parties of 20 March 2015, pages 2 and following.

[58]  M.6671 – LBO France/Aviapartner, recital 48.

[59]  M.6059-Norbert Dentressangle/Laxey Logistics, recital 20.

[60]  Responses to Q1 – Questionnaire to short-sea competitors, question  24;  Q2  –  Questionnaire  to  direct  customers,  question  17;  Q3  –
Questionnaire to freight forwarders, question 25.

[61]  Responses to Q1 – Questionnaire to short-sea competitors, question 25; Q3 – Questionnaire to freight forwarders, question 26.

[62]  Reponses to Q1 – Competitors, question 25; Q2 – Direct Customers, question 18;  Q3  –  Freight  Forwarders,  question  26.  E.g.  a  direct
customer: "There is no longer a big difference (between door-to-door transporters and freight forwarders). Some of the freight forwarders  bought
transporters or the other way around. Subcontracting is also rather common (…)"

[63]  M.5096 – RCA / MAV CARGO, recitals 16 and following; M.5480 – Deutsche Bahn/PCC Logistics, recital 10.

[64]  See section on intra-European intermodal door-to-door transport services above.

[65]  Annex 26 to the Form CO, [EXTERNAL CONSULTANT] Study, table 14.

[66]  According to the data provided by the Parties, […]% of OPDR services in 2014 and […]% of CMA CGM's MacAndrews were  provided  door-to-door;
Form CO, paragraphs 103 and 126.

[67]  See for the definition of "affected market" Commission Regulation (EC) No 802/2004 of 21 April 2004 implementing  Council  Regulation  (EC)
No 139/2004 on the control of concentrations between undertakings,as amended, Annex I, section 6.3

[68]  Form CO, paragraph 354.

[69]  Form CO, paragraphs 437 and 447.

[70]  Annex 26 to the Form CO, [EXTERNAL CONSULTANT] Study, 3.2.

[71]  Annex 26 to the Form CO, [EXTERNAL CONSULTANT] Study.

[72]  See section VI.B. below.

[73]  Form CO, Annex 26, section 5.

[74]    Morocco–UK,   Latvia–Morocco,   Portugal–UK,   Portugal–Russia,   Spain-Ireland,   Morocco–Ireland,   Portugal–Norway,   Portugal–Poland,
Portugal–Sweden, France–Morocco, Latvia–Spain and Morocco–France.

[75]  On Portugal–Russia, the increment of the Transaction would amount to [5-10]%, and is therefore still rather limited.

[76]  Form CO, Paragraph 482 and response of the Parties to question 20 of QP4 of 28 April 2015.

[77]  [Below 100] containers (i.e. [CONFIDENTIAL-Information related to the volume transported by OPDR]) in 10 country  pairs,  .  These  country
pairs therefore do not raise any competiton  concerns  and  will  not  be  analysed  further:  Morocco–France,  France–Morocco,  Portugal–Sweden,
Portugal–Poland, Portugal–Norway, Morocco–Ireland, Latvia–Morocco, Morocco–Finland, Portugal–Latvia, and Portugal–Ireland.

[78]  Ireland–Morocco is a very small market (considerably less than  one  average  short-sea  container  shipping  vessel  per  year)  and  does
therefore not constitute a substantial part of the Internal Market. It is consequently excluded from the investigation;  see  Article  2  of  the
Merger Regulation and by analogy  M.7333 – Alitalia/Etihad, recitals 303, 313.

[79]  In Latvia–Estonia and Portugal–Estonia the combined number of containers transported by the Parties is very  small  (less  than  one  small
short sea vessel load per year).

[80]  More concretely, taking into account the information on the volumes shipped by other sea carriers, the market share on the  Ireland–Morocco
      country pair would be at most [70-80]%, on  Latvia–Portugal  [30-40]%,  on  Portugal–Ireland  [50-60]%,  on  Portugal–Latvia  [40-50]%,  on
      Morocco–Finland [30-40]%. Moreover, in the case of Latvia–Morocco, the market would not even be affected, as the Parties'  combined  market
      shares would amount to approximately [10-20]%.
[81]  Responses to Q1 – Questionnaire to short-sea competitors, question 57.

[82]  Form CO, paragraph 446 and following and response of the Parties to question 20 of QP4 of 28 April 2015.

[83]  Responses to Q1 – Questionnaire to short-sea competitors, question 57.

[84]  Form CO, paragraph 422 and following.

[85]  Of the respondents to question 57 of Q1 – Questionnaire to short-sea competitors, five on Morocco–UK and six on Latvia–Spain,  even  though
with lower volumes than the Parties estimated.

[86]  Responses to Q2 – Questionnaire to direct customers, question 48; Responses to Q3 -  Freight  forwarders,  question  59.  More  concretely,
there was a handful of negative replies, out of which two raised concerns which were not merger specific.

[87]  Annex 24 to the Form CO.

[88]  Minutes of the meeting with the parties, 03 June 2015, paragraph 3.

[89]  See M.7268 - CSAV/HGV/Kühne Maritime/Hapag-Lloyd AG, recitals 63–77.

[90]  Responses to Q1 – Questionnaire to short-sea competitors, question 10.

[91]  Parties' response to question 5 of RFI 5 of 11 June 2015

[92]  Recitals (23) and following.

[93]  As regards a potential reefer market also for the intra-European  door-to-door  multimodal  transport,  and  since  the  Parties'  business
activities are based on maritime transport, this analysis can by definition be extended to a door-to-door market with other modes of transport.

[94]  Form CO, paragraph 377.

[95]  Responses to Q1 – Questionnaire to short-sea competitors, questions 47.1, 48.1, 54, e.g one competitor said:  "Expansion  into  new  trades
can generally be done fairly quickly and at low costs, especially for companies already active in the shipping industry,  whereas  it  of  course
will be slightly more difficult and costly to enter a new trade for companies which are not already active in the shipping industry."

[96]  Responses to Q1 – Questionnaire to short-sea competitors, questions 48.2.

[97]  Responses to Q1 – Questionnaire to short-sea competitors, question 45.

[98]  Form CO, paragraph 526.

[99]  Reponses to Q2 – Questionnaire to Direct Customers, question 29; Q3 – Questionnaire to Freight Forwarders, question 41

[100]       Reponses to Q2 – Questionnaire to Direct Customers, question 30; Q3 – Questionnaire to Freight Forwarders, question 42

[101]       Form CO, paragraphs 251 and 257–260.

[102]       Parties' response to RFI 4 of 10 June 2015.

[103]       Parties' response to RFI 4 of 10 June 2015.

[104]       Parties' response to RFI 6 of 12 June 2015.

[105]       Form CO, Table B.2. and paragraphs 496–497. The Parties estimate that their aggregated share on a market for all container  shipping,
irrespective of mode of transport, on this trade would be [20-30]% and that together with their  consortia  they  would  reach  [40-50]%  of  the
market.

[106]       [EXTERNAL CONSULTANT] Study, Table 41, The Parties further argue that capacity available on deep-sea vessels  should  also  be  taken
into account, in which case their capacity represents approximately [5-10]% of the total capacity on the trade .

[107]       Responses to Q1 – Questionnaire to short sea competitors, question 33 and Form CO, Annex 19.

[108]       [EXTERNAL CONSULTANT] Study, paragraphs 5 and following and the Parties' response to question 3 of RFI 3 of 4 June 2015.

[109]       Data for the entire trade, [EXTERNAL CONSULTANT] Study, Table 40 and Parties' response to question 1 of RFI7 of 16 June 2015.

[110]       As confirmed by responses to Q1 – Questionnaire to short sea competitors, question 8.

[111]       Reponses to Q2 – Direct Customers, question 26; Q3 – Questionnaire to freight forwarders, question 51.

[112]       Responses to Q1 – Short-sea competitors, question 47 : 22% of the respondents said it was very easy for them to enter  or  expand  on
the relevant trades

[113]       Minutes of a call with a customer of 12 June 2015.

[114]       Minutes of a call with a competitor of 18 March 2015; Minutes of a call with a competitor of 18 March 2015  and  Responses  to  Q1  –
Short-sea Competitors, question 51 and 52.

[115]       Form CO, Table B.2

[116]       Reponses to Q2 – Direct Customers, question 39; Q3 – Freight Forwarders, question 52

[117]       Responses to Q1 – Short-sea Competitors, question 56

[118]            Responses to Q1 – Questionnaire to short sea competitors, question 62; Q2 – Questionnaire to direct customers, question  47;  Q3
– Questionnaire to freight forwarders, question 58.

[119]       Responses to Q2 – Questionnaire to direct customers, question 38; Q3 – Questionnaire to freight forwarders, question 51.

[120]       Form CO, Table B.3

[121]       Ireland is omitted because the Parties activities do not overlap on trades to Ireland. Parties' response to RFI 6 of 12 June 2015.

[122]       Form CO, paragraphs 501-502. Moreover, the Parties estimate that their aggregated share on  a  market  for  all  container  shipping,
irrespective of mode of transport, on this trade would be 14.19% and that together with their consortia they would reach  26.86%  of  the  market
(Form CO, Table B.3)

[123]       Responses to Q1 – Questionnaire to short sea competitors, question 33 and Form CO, Annex 19.

[124]            Responses to Q1 – Questionnaire to short sea competitors, question 62; Q2 – Questionnaire to direct customers, question  47;  Q3
– Questionnaire to freight forwarders, question 58..

[125]       Responses to Q1 – Questionnaire to short sea competitors, question 34; Q2 – Questionnaire to direct  customers,  question  26;  Q3  –
Questionnaire to freight forwarders, question 38.

[126]       Form CO, Annex 24.

[127]       Minutes of a call with a competitor of 11 June 2015.

[128]       Call and subsequent e-mail correspondence with a competitor, 10 and 11 June 2015.

[129]       Data for the entire trade, [EXTERNAL CONSULTANT] Study, Table 40 and Parties' response to question 1 of RFI 7 of 16 June 2015.

[130]       Responses to Q1 – Questionnaire to short sea competitors, question 56; Q2 – Questionnaire to direct  customers, question 39.

[131]       Responses to Q1 – Questionnaire to short-sea competitors, questions 47.1, 48.1, 54.

[132]       Annex 24 to the Form CO

[133] Form CO, Table B.1 and para 491-492. The Parties estimate  that  their  aggregated  share  on  a  market     for  all  container  shipping,
irrespective of mode of transport, on this trade would be [0-5]% and that to   gether with their  consortia  they  would  reach  [5-10]%  of  the
market.

[134] Table 43, [EXTERNAL CONSULTANT] Study. If capacity on deep-sea vessels is also included, the Parties' capacity would amount  to  less  than
[0-5]% on the overall trade (including both the northbound and the southbound leg).

[135]       The Parties have underestimated the competitors' volumes and consequently the total market volume.  This  could  be  because  the  so
called 'Northern Europe' catchment area can include all ports in a range including the north  of  France,  Benelux,  Germany  and  Denmark;  Q1 –
question 20 on legs of trade and 33 on volumes shipped and Annex 24, Form CO.

[136]       Responses to Q1 – Questionnaire to short sea competitors, question 62; Q2 – Questionnaire to direct  customers,  question  47;  Q3  –
Questionnaire to freight forwarders, question 58.

[137]       Parties' response to question 1 of RFI 7 of 16 June 2015.

[138]       Responses to Q1 – Questionnaire to short sea competitors, question 56; Q2 – Questionnaire to direct  customers, question 39.See  also
Q2 – Questionnaire to direct customers, question 26: e.g. one cus-  tomer states that from Northern  Eruope  to  Iberia,  they  move  almost  all
volumes on road due to a huge     imbalance of flow from Spain to Eruope since many carriers want to go back  to  spain  with  advanta-     geous
rates versus short sea.

[139] Responses to Q1 – Questionnaire to short sea competitors, question  34;  Q2  –  Questionnaire  to  direct  customers,  question  26;  Q3  –
Questionnaire to freight forwarders, question 38.

[140]       Responses to Q1 – Questionnaire to short sea competitors, question 55; Q2 – Questionnaire to direct  customers,  question  38;  Q3  –
Questionnaire to freight forwarders, question 51.

[141]       M.7268 – CSAV/HGV/Kühne Maritime/Hapag-Lloyd AG, recitals 198 and following.
[142]       Parties' response to RFI 2 of 1 June 2015.
[143]       Responses to question 60 of Q1 – Questionnaire to competitors; responses to question 45 of Q2 – Questionnaire  to  direct  customers;
responses to question 56 of Q3 – Questionnaire to freight forwarders.

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

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