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Case No COMP/M.4640 - BAE SYSTEMS / VT / JV

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Case No COMP/M.4640 - BAE SYSTEMS / VT / JV EN Case No COMP/M.4640 - BAE SYSTEMS / VT / JV Only the English text is available and authentic. REGULATION (EC) No 139/2004 MERGER PROCEDURE Article 6(1)(b) NON-OPPOSITION Date: 17/10/2007 In electronic form on the EUR-Lex website under document number 32007M4640 Office for Official Publications of the European Communities L-2985 Luxembourg COMMISSION OF THE EUROPEAN COMMUNITIES Brussels, 17-X-2007 SG-Greffe(2007) D/206184 In the published version of this decision, some PUBLIC VERSION 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 Where possible the information omitted has been replaced by ranges of figures or a MERGER PROCEDURE general description. ARTICLE 6(1)(b) DECISION To the notifying parties: Dear Sir/Madam, Subject: Case No COMP/M.4640 - BAE Systems / VT / JV Notification of 12 September 2007 pursuant to Article 4 of Council Regulation No 139/20041 1. On 12 September 2007, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No. 139/2004 ('the Merger Regulation') by which the undertakings BAE Systems plc ('BAES', United Kingdom) and VT Group plc ('VT', United Kingdom) acquire within the meaning of Article 3(1)(b) of the Council Regulation joint control of a newly created company ('ShipCo') constituting a joint venture. 2. After examination of the notification, the Commission has concluded that the notified operation falls within the scope of the Merger Regulation and does not raise serious doubts as to its compatibility with the common market and the functioning of the EEA Agreement. I. THE PARTIES 3. BAES is a global company engaged in the development, delivery and support of advanced defence and aerospace systems. BAES designs, manufactures and supports military aircraft, surface ships, submarines, combat vehicles, radars, avionics, communication, electronics and guided weapons systems. 1 OJ L 24, 29.1.2004, p. 1. Commission européenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11. 4. VT is a UK-based support services and shipbuilding company supplying services and products to governments, government agencies and businesses worldwide. II. THE OPERATION 5. The proposed transaction involves the formation of a joint venture, ShipCo, between BAES and VT ('the parties'). Each party will contribute its existing naval surface shipbuilding and support operations in the United Kingdom2 to the joint venture, including Fleet Support Limited ('FSL') which is an existing 50/50 joint venture between the parties3. FSL integrates most of the parties' activities in naval support (i.e. ship repair and refit). 6. On 25 July 2007, BAES and VT entered into a framework agreement ("the Framework Agreement) and an agreed form joint-venture agreement ("the Agreed Form JVA"). The Agreed Form JVA provides that each party will have the right to appoint three directors to the Board, which will decide on matters by simple majority vote. The Board will be chaired by an independent, non-executive chairman. Unanimous agreement will be required in relation to various reserved matters, including approval of the business plan and budget, and the appointment of senior management. The joint venture will therefore be deadlocked. 7. As regards the full-functionality of the JV, ShipCo will have its own management dedicated to day-to-day operations. It will also have access to sufficient resources since each party will contribute its entire naval surface ship building and support operations in the UK to ShipCo. The Parties’ existing contracts with MoDs for the construction and support of naval surface ships will be undertaken by ShipCo. Finally, ShipCo will operate on a long-lasting basis4. The Framework Agreement does not specify a finite duration for the joint-venture. 8. The proposed transaction therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. III. COMMUNITY DIMENSION 9. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (EUR [...] million for BAES, EUR [...] million for VT). The aggregate Community–wide turnover of BAES and VT is more than EUR 250 million. [...]. The proposed transaction therefore has a Community dimension within the meaning of Article 1(2) of the EC Merger Regulation. IV. COMPETITIVE ASSESSMENT 2 VT and FSL's facilities are located in Portsmouth. BAES' activities in shipbuilding and naval support are carried out in Scotstoun, Govan, Postmouth, Farnborough and Filton. 3 The Parties have also agreed that VT will acquire BAES' share in Flagship Training Limited ('FTL'), a 50/50 joint venture between the Parties which is active in providing naval training to the British Navy. In line with paragraph 41 of the Commission Consolidated Jurisdictional Notice the FTL transaction has not been assessed together with the creation of ShipCo. 4 Under the JVA, VT will have a put option, exercisable on or after the end of Year 1, to put the whole or part of its shareholding onto BAES (where the put is partial, VT's shareholding must remain between 24.9% and 20%). UK Ministry of Defence approval will be required if contrary to its current intentions VT wishes to exit within 3 years of the formation of ShipCo. Under the JVA, VT will also grant BAE a call option over VT’s shareholding, exercisable as of the third anniversary of ShipCo. 2 10. The transaction combines the two remaining surface warship design and building capacities in the United Kingdom. The transaction will also consolidate the integration of the parties' naval surface support activities in the UK and create new vertical links between the activities contributed by VT to ShipCo and the naval systems and weapon's activities of ShipCo's joint owner, BAES. Relevant product markets 1. Surface warship design and build 11. Both parties design and build naval surface ships. In previous decisions5, the Commission has typically considered there to be separate product markets for frigates, small naval vessels (including patrol boats, corvettes and other surface combatants) and Mine Counter Measure Vessels (MCMVs). Frigates were distinguished from other naval vessels due to their specific operational purpose such as long sea endurance, world-wide operation, heavy anti air warfare and/or anti submarine warfare combat systems. For small naval vessels, it was found that demand side substitution makes it possible to substitute one type of vessel with another in a particular mission. Finally, MCMVs have been found to constitute a separate product market in view of their distinct operational capability, namely clearing mines from navigation routes. 12. The Commission has not yet had cause to consider the markets for other warships that are relevant for the assessment of this case, namely destroyers, aircraft carriers, amphibious ships, auxiliary and survey vessels. In the parties' view, from both the customer and the supplier's perspective, there is a high degree of substitutability between frigates and destroyers with no clear distinction to be drawn either in terms of length or complexity of the ship. The parties note that the Type 22, which is described as a frigate, is longer than the current Royal Navy destroyer, the Type 42. The Type 22 is also comparable in length to the new Type 45, which is classed as a destroyer. As a result, the parties submit that it may be appropriate to treat frigates and destroyers as a single product market. 13. An aircraft carrier is a naval surface ship designed to deploy and recover aircraft, in effect acting as a sea-going airbase. Aircraft carriers thus allow a navy to deploy air power over greater distances, without having to depend on air local bases. The future aircraft carrier, or CVF, is currently being developed for the British Navy. Two ships will be built, entering in service in 2014 and 2016. As explained below, the blocks of the aircraft carriers are separately contracted. In this respect separate markets for blocks of the aircraft carriers could be defined, but this would not affect the competitive assessment. 14. Amphibious ships are designed to carry troops and equipment (including landing craft), in order to launch an amphibious assault, via, for example, helicopters or landing craft. These ships are likely to be armed (albeit lightly) and to be equipped with complex command and control systems. While there are various types of amphibious ship, which each have somewhat differing capabilities,6 the market investigation has not revealed 5 See cases n° COMP/M.1709 Preussag/Babcock/Celsius of 19 January 2000, COMP/M.2722 HDW/Ferrostaal/Hellenic Shipyard of 25 April 2002, COMP/M.3596 Thyssen Krupp/HDW of 10 December 2004 and COMP/M. 4191 Thalès/DCN of 19 March 2007. 6 For example, the LPD ('Landing Platform Dock)' only carries sea-going landing craft, such as the LCU Mk 10, whereas the LPH vessel ('Landing Platform Helicopter') also carries helicopters. 3 that further segmentation of the market is appropriate: from a supply side perspective, the capabilities and facilities required to construct each type of amphibious vessel are largely similar. 15. Auxiliary ships are used primarily to supply warships at sea with fuel, food, stores and ammunition which they need to remain operational while away from base. They are ordinarily crewed by civilian personnel and unarmed. 16. Survey vessels are ocean-going ships, coastal vessels and inshore craft equipped with a range of hydrographic or oceanographic surveying equipment, used to chart waters both overseas and around the United Kingdom. 17. For the purposes of the present assessment, as VT has not constructed any destroyers, auxiliary ships or amphibious ships and BAES has not built any survey vessels in the past decade in the UK, the Commission does not deem necessary to come to a firm conclusion as regards the precise product market definitions of destroyers, auxiliary ships, amphibious ships and survey vessels.
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