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Case No COMP/M.6059 - NORBERT DENTRESSANGLE/ LAXEY LOGISTICS

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Case No COMP/M.6059 - NORBERT DENTRESSANGLE/ LAXEY LOGISTICS EN Case No COMP/M.6059 - NORBERT DENTRESSANGLE/ LAXEY LOGISTICS Only the English text is available and authentic. REGULATION (EC) No 139/2004 MERGER PROCEDURE Article 6(1)(b) NON-OPPOSITION Date: 21/03/2011 In electronic form on the EUR-Lex website under document number 32011M6059 Office for Publications of the European Union L-2985 Luxembourg EUROPEAN COMMISSION Brussels, 21.3.2011 C(2011) 1971 final In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 PUBLIC VERSION concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus […]. Where possible the information MERGER PROCEDURE omitted has been replaced by ranges of figures or a ARTICLE 6(1)(b) DECISION general description. To the notifying party: Dear Sir/Madam, Subject: Case No COMP/M.6059 - Norbert Dentressangle/ Laxey Logistics Notification of 14/02/2011 pursuant to Article 4 of Council Regulation No 139/20041 1. On 3 January 2011, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which the undertaking Norbert Dentressangle S.A. ('Norbert Dentressangle', France) controlled by Financière Norbert Dentressangle ('FND', France) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of Laxey Logistics Limited (United Kingdom), the holding company of the undertaking TDG Limited ('TDG', United Kingdom), by way of purchase of shares. 2. This notification was declared incomplete in the sense of Article 5(2) of Commission Regulation (EC) No 803/2004 on 28 January 2011. The notifying party provided the information required and the notification became complete, within the meaning of Article 10(1) of the Merger Regulation, on 14 February 2011. I. THE PARTIES AND THE CONCENTRATION 3. Norbert Dentressangle is a logistics and transport services provider operating across Europe. 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. Commission européenne, 1049 Bruxelles, BELGIQUE / Europese Commissie, 1049 Brussel, BELGIË. Tel. +32 229 91111. 4. Laxey Logistics is a holding company whose only shareholding consists of TDG Limited ('TDG', United Kingdom). TDG is a provider of outsourced logistics services with operations in the UK, Belgium, the Netherlands, Ireland, Hungary, Germany and Spain. 5. With the completion of the Sale and Purchase Agreement of 27 November 2010, Norbert Dentressangle will acquire sole control of Laxey Logistics through the acquisition of the entire share capital. 6. The notified transaction therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. II. EU DIMENSION 7. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 2,500 million2 (EUR 2,722 million for FND and EUR 743 million for Laxey Logistics). In each of at least three Member States their combined aggregate turnover exceeds EUR 100 million (EUR […] million and EUR […] million in Spain, EUR […] million and EUR […] million in the Netherlands and EUR […] million and EUR […] million in the United Kingdom for FND and for Laxey Logistics, respectively). 8. In each of the three aforementioned Member States the aggregate turnover of each of FND and Laxey Logistics is more than EUR 25 million. The aggregate Union-wide turnover of each of the undertakings concerned is more than EUR 100 million (EUR […] million for FND and […] for Laxey Logistics) and neither of them achieves more than two-thirds of its aggregate EU-wide turnover within one and the same Member State. The notified operation therefore has an EU dimension. III. RELEVANT MARKETS III.1. Contract logistics III.1.1. Relevant product market 9. The Commission has previously considered general contract logistics services as a distinct market but the exact product market definition was left open. Contract logistics services can be defined as "the part of the supply chain process that plans, implements and controls the efficient, effective flow and storage of goods, services and related information from the point of origin to the point of consumption in order to meet customers' requirements".3 The market investigation confirmed that the focal point of contract logistics is the management of the flow of goods for customers either across the total supply chain or an element of it. 10. The Commission has considered different possible segmentations of this market, such as (i) cross border and domestic logistics services, (ii) by reference to the type of goods 2 Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Consolidated Jurisdictional Notice (OJ C95, 16.04.2008, p1). 3 COMP/M.2411 – Autologic/TNT/Wallenius/CAT JV, par. 15. 2 handled or the industry serviced (e.g. food retail, consumer, pharmaceuticals and high tech) or (iii) by type of providers into lead logistics providers (LLPs) and traditional contract logistics services providers (3LPs). In the end, however, the Commission left open whether such a distinction was warranted.4 11. The notifying party submits that there is a single product market for all contract logistics services and that it would not be appropriate to distinguish between different sector- specific segments. 12. The market investigation has shown that a majority of customers and competitors considers that the market for contract logistics services for dangerous/hazardous products could be distinct from the market for contract logistics in general, because suppliers of contract logistics cannot easily switch to contract logistics for dangerous/hazardous goods (due to differences in legislation, need for specialised infrastructure including storage facilities and tankers, investment in staff training and equipment, specialised knowledge and experience). Some competitors also consider contract logistics for (temperature controlled) food to be a separate market. 13. A majority of competitors considers that a distinction should be made between contract logistics for the distribution of bulk goods and contract logistics for the distribution of non-bulk goods. This distinction appears to be relevant in particular for the market segment covering contact logistics for chemicals/hazardous goods. On the other hand, some competitors consider that even though the equipment may vary, the processes of contract logistics of bulk and non-bulk goods are similar. 14. However, for the purpose of the present decision, the exact product market definition can be left open as the proposed transaction would not give rise to competition concerns irrespective of the market definition. III.1.2. Relevant geographic market 15. The notifying party submits that whilst in previous cases the Commission has generally held that the market for contract logistics is national in scope, more recent cases indicated a trend towards internationalisation, and hence the market may be EEA-wide in scope.5 16. The market investigation did not give a clear result concerning the geographic dimension of the market. However, for the purpose of the present decision, the exact geographic market definition can be left open as the proposed transaction would not give rise to competition concerns irrespective of the geographic market definition. 4 COMP/M.4232 – Scottish&Newcastle/Kuehne+Nagel JV, par 14. 5 Referring to COMP/M.3971 – Deutsche Post/Exel, par. 29. 3 III.2. Freight forwarding III.2.1. Relevant product market 17. In its practice, 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"6. 18. The Commission has considered a further sub-segmentation of freight forwarding services according to the type of operations into (i) domestic and international freight forwarding, as well as according to the type of freight forwarding means into (ii) freight forwarding by air, land7 and sea. The notifying party agrees with these possible segmentations of the freight forwarding market. 19. The results of the market investigation are not conclusive concerning the potential subdivision of the freight forwarding market. However, for the purpose of the present decision, the exact product market definition can be left open as the proposed transaction would not give rise to competition concerns irrespective of the market definition. III.2.2. Relevant geographic market 20. In its previous decisions, the Commission has so far left open whether the freight forwarding market or subsections thereof are to be considered as national due to language and regulatory barriers, or as larger in view of a trend by major competitors to create networks which are trans-national or even EEA-wide.8 21. The notifying party submits that past market investigations of the Commission have found indications that these markets were increasingly broader and likely to be EEA- wide. 22. Nevertheless, the market investigation conducted in the present case did not indicate clearly that the geographic dimension of the market was broader than national. However, for the purpose of the present decision, the exact geographic market definition can be left open as the proposed transaction would not give rise to competition concerns irrespective of the geographic market definition. III.3. Road freight transport III.3.1. Relevant product market 23. A distinction between different modes of freight transport is commonly made with the freight transport market being segmented into markets for air, maritime and land 6 COMP/M.1794 – Deutsche Post/Air Express International, par. 8. 7 In the Commission's practice, the further segmentation of land freight forwarding has been left open, with the exception of the freight forwarding of certain very specific products.
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