Commission Decision of 02/12/2011 declaring a concentration to be compatible with the common market (Case No COMP/M.6376 - ARCELORMITTAL / ATIC SERVICES) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

• Published date: 02 December 2011
• Subject Matter: Concentrations between undertakings,Competition

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32011M6376

Commission Decision of 02/12/2011 declaring a concentration to be compatible with the common market (Case No COMP/M.6376 - ARCELORMITTAL / ATIC SERVICES) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|EUROPEAN COMMISSION |

Brussels , 02.12.2011

C(2011) 9101

PUBLIC VERSION In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a general description.

MERGER PROCEDURE

To the notifying party:

Dear Sir/Madam,

Subject: Case No COMP/M.6376-ArcelorMittal/ATIC Services Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004 [1]

1. On 26 October 2011, the European Commission received a notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the undertaking ArcelorMittal Netherlands BV (“ArcelorMittal”, Netherlands) acquires, within the meaning of Article 3(1)(b) of the Merger Regulation, control of the whole of ATIC Services Group (“ATIC”, France) by way of acquisition of shares. ArcelorMittal and ATIC are designated hereinafter as the "Parties" [2] .

I. THE PARTIES

2. ArcelorMittal is a company belonging to the ArcelorMittal Group, which is a globally active steel and mining company.

3. ATIC provides services along the logistic chain for the import and onward inland transportation of primarily coal and iron ore, and to a more limited extent services for the export of finished steel products from the European Union. In particular ATIC's core activity is the provision of seaport terminal services for dry bulk goods at the ports of Rotterdam, Amsterdam, Zeeland, Fos-sur-Mer, Dunkirk, Le Havre and Gdynia.

II. THE OPERATION AND THE CONCENTRATION

4. ArcelorMittal already holds a non-controlling minority shareholding of approximately [40-50]% in ATIC. The other current shareholders are EDF Trading (approximately [30-40]%), CFD Energie [3] (approximately [10-20]%), as well as Etablissments Patin and Manufrance BV [4] with shareholdings of less than [0-5] percent. No shareholder currently exerts sole or joint control over ATIC. [5]

5. ArcelorMittal intends to acquire EDF Trading's shares following which ArcelorMittal will hold approximately [70-80]% of the shares with the remaining parties continuing to hold their shares. ArcelorMittal will therefore acquire sole control over the ATIC.

6. Consequently, the proposed transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

III. EU DIMENSION

7. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million [6] (ArcelorMittal: EUR […] million; ATIC: EUR […] million). Each of them has an EU-wide turnover in excess of EUR 250 million (ArcelorMittal: EUR […] million; EUR ATIC: […] million). None of the undertakings concerned achieve more than two-thirds of its aggregate EU-wide turnover within one and the same Member State. Thus, the notified operation has an EU dimension.

IV. COMPETITIVE ASSESSMENT

8. The proposed transaction gives only rise to vertically affected markets, in particular through ATIC’s strong position in the terminal services business, which is upstream of ArcelorMittal’s steel production. In addition to terminal services, ATIC also provides (i) deep sea (dry) bulk shipping agency and related logistics services; (ii) inland waterway logistics; and (iii) coal trading services for large scale customers of the steel and energy production trade. These services are also vertically linked to steel production to the extent that they relate to coking coal and iron ore. The notifying party claims that ArcelorMittal is already today by far the largest customer of these services. As a result, most of ATIC's capacity relating to the above mentioned services is used by ArcelorMittal. The remaining capacity is directed at third parties. However, given that this capacity is limited, ATIC is a minor player towards third parties in each of these markets with a de minimis market share of well below 25% on any plausible market, [7] facing numerous stronger competitors in respect of each activity. This was confirmed by the market investigation as no respondent raised any concerns in relation to these services. Therefore, the proposed transaction is unlikely to give rise to competition concerns in relation to any of these services.

a) Relevant product markets

Seaport terminal services for coal and iron ore

9. Terminal services consist of cargo handling and storage. In the Sea-Invest/EMO-EKOM [8] (hereafter "the Sea-Invest decision") decision, the Commission concluded that the market for terminal services (cargo handling and storage) could be further subdivided according to the three main types of cargo: (i) parcel goods (in particular containers), (ii) dry bulk goods and (iii) liquid bulk goods. [9] In that decision, the Commission also considered that the market for terminal services for dry bulk goods could be further sub-divided according to the type of commodity handled and therefore identified, within the dry bulk goods, a separate sub-market for the seaport terminal services for (i) coal and iron ore, distinct from (ii) agri-bulk and (iii) other dry bulk goods. Moreover, in the same decision and in line with a previous decision [10] , the Commission considered that the sub-market for terminal services for coal and iron ore could be further split according to the mode of onward shipping following the terminal services, distinguishing between (i) the market for terminal services for hinterland traffic (from deep-sea ships directly to inland barges, trains or trucks) for coal and iron ore and (ii) the market for terminal services for transhipment traffic (from deep sea ships to relay/feeder vessels) for coal and iron ore.

10. The notifying party submits that in the...