Commission Decision of 20/07/2011 declaring a concentration to be compatible with the common market (Case No COMP/M.6150 - VEOLIA TRANSPORT / TRENITALIA / JV) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)
| Published date | 20 July 2011 |
| Subject Matter | Competition,Concentrations between undertakings |
Commission Decision of 20/07/2011 declaring a concentration to be compatible with the common market (Case No COMP/M.6150 - VEOLIA TRANSPORT / TRENITALIA / JV) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)
|EUROPEAN COMMISSION |
Brussels , 20.07.2011
In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a general description. PUBLIC VERSION C(2011) 5374
MERGER PROCEDURE
To the notifying parties
Dear Sir/Madam,
Subject: Case No COMP/M. M.6150 VEOLIA TRANSPORT / TRENITALIA / JV Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004 [1]
1. On 16 June 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 undertakings Trenitalia S.p.A. ('Trenitalia', Italy), a fully owned subsidiary of Ferrovie dello Stato S.p.A. ('FS', Italy), and Veolia Transport Rail S.A.S. ('Veolia Transport Rail', France), a fully owned subsidiary of Veolia Transdev (France), which is itself a joint subsidiary of Veolia Environnement ('VE', France) and Caisse des Dépôts et Consignations ('CDC', France), will acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of an undertaking (the 'joint venture company', France) by way of purchase of shares [2] (Trenitalia and Veolia Transport Rail are designated hereinafter as the 'notifying parties').
I. THE PARTIES
2. Trenitalia is a railway undertaking active in international, long distance and local passenger transport and in freight transport, belonging to the FS group.
3. FS is the holding company of the FS group resulting from the transformation of the former rail administrator. It is owned by the Italian Ministry of Finance. Apart from Trenitalia, the FS group comprises several other companies including Rete Ferroviaria Italiana SpA ('RFI'), the manager of the Italian national rail infrastructure, which operates the network infrastructure on the basis of a 60-year management contract granted by the Transport Minister on 31 October 2000 [3] .
4. Veolia Transport Rail is the holding company for rail business lines of Veolia Transport S.A. ('Veolia Transport'), which provides public passenger transport services and delegated international management of local, regional and national transport networks involving all types of vehicles (bus, train, underground train, tram, etc.) [4] .
5. VE is an international group active in (i) delegated management of water and sanitation services, (ii) provision of cleaning and waste treatment services, (iii) provision of energy services and (iv) delegated management of transport services.
6. CDC is a public corporation responsible for tasks of general interest consisting of (i) managing private funds for which public authorities wish to provide special protection, and (ii) lending or investing in activities for the public interest. CDC is thus active in the fields of personal insurance, transport, real estate and the development of companies and services.
7. The joint venture company will be the exclusive vehicle for the notifying parties' operation of international passenger rail transport services on the following routes: Paris-Rome and Paris-Venice (night services – as of December 2011), Turin-Lyon (conventional day services – […]), Paris-Milan and […]. The joint venture company will also be active in the market for the award of rail services franchises and concessions in the United Kingdom.
II. THE TRANSACTION
8. The transaction consists in the creation by Trenitalia and Veolia Transport of a joint venture company. To this end, they will use an existing shell company currently fully owned by Veolia Transport. Veolia Transport will sell 50% of the shares of the shell company to Trenitalia. The joint venture company will thus be jointly owned on a 50/50 basis by Trenitalia and Veolia Transport.
9. The transaction will coincide with the termination of the current Artesia cooperation between Trenitalia and SNCF. Trenitalia and SNCF, through Artesia [5] , are currently the only providers of direct international rail passenger services between Italy and France. They currently propose two night return services on the Paris-Rome and Paris-Venice routes with conventional rolling stock, and three day return high-speed services between Paris and Milan.
10. In July 2010, Trenitalia and SNCF signed an agreement concerning the termination of the Artesia cooperation by December 2011. It appears from the information provided by the parties that, also absent the transaction, Trenitalia would in any event have terminated the Artesia cooperation [6] .
Joint control
11. Pursuant to a Term Sheet of 1 October 2010 and the Shareholders' Agreement of 14 January 2011, amended on 2 May 2011, Trenitalia and Veolia Transport will own an equal number of shares and corresponding voting rights in the joint venture company. Moreover, they will alternate the designation of the top management and will jointly approve the appointment of other key managers of the joint venture company. In addition, unanimity will be required for certain significant decisions including any change to the business plan, and approvals or modifications of the annual budget. Therefore Trenitalia and Veolia Transport will have joint control over the joint venture company.
Full functionality of the joint venture company
12. Pursuant to the Shareholders' Agreement, the joint venture company will have its own dedicated management team (comprising a CEO, a CFO and the Chairman of the board as well as other key managers reporting directly to the CEO). It will have its own staff necessary to run its services including train drivers, technicians, and stewardesses.
13. The joint venture company will have its own market presence as it will commercialize its services to third party customers under its own trademark and will be provided with the necessary means and authorisations to operate international rail services. Moreover, it will source its supplies at market conditions both from its parents and other suppliers. The joint venture company will operate on a lasting basis. It is established for an unlimited duration and the notifying parties will not withdraw from it for at least five years.
14. The notified transaction therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.
III. EU DIMENSION
15. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million [7] (EUR 9.6 billion for FS, EUR 8.4 billion for CDC and EUR 33.2 billion for VE). Each of them has an EU-wide turnover in excess of EUR 250 million (EUR […] for FS, EUR […] for CDC and EUR […] for VE), but there is no Member State where each of them would achieve more than two-thirds of its aggregate EU-wide turnover.
16. The transaction therefore has an EU dimension pursuant to Art 1(2) of the Merger...
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