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Brussels, 5 February 2001

Commission approves take-over of Berlin Brandenburg Flughafen Holding by Hochtief and IVG consortium.

The European Commission has decided to approve the acquisition of joint control of Berlin Brandenburg Flughafen Holding (BBF) by IVG Holding AG (IVG) and HOCHTIEF AirPort GmbH (HTA). BBF, which is currently owned by the State and the Länder Berlin and Brandenburg, manages the three Berlin commercial airports Tegel, Tempelhof and Schönefeld. As part of the plans to concentrate air transport around a single airport in Berlin, the consortium intends to extend Schönefeld, transforming it into the major airport Berlin Brandenburg International (BBI), which it will manage once it has been opened. The examination carried out under the Merger Regulation revealed that the project as notified would not restrict competition between European airports.

In 1999 the Commission reached a decision regarding the planned acquisition by HTA and Flughafen Frankfurt Main AG (FAG) of joint control of BBF (IV/M. 1255 Flughafen Berlin, decision of 21 May 1999, see IP/99/343). At that time it concluded that the merger did not create or strengthen a dominant position in the market for managing airports. The recently notified merger is broadly similar to the earlier plan. There are, however, two major differences. FAG will simply obtain a minority holding in the consortium, rather than joint control. At the same time, Flughafen Wien/Berlin-Brandenburg International Entwicklungsbeteiligungsgesellschaft mbH (VIE), a subsidiary of Flughafen Wien AG, which runs the Wien-Schwechat and Vöslau airports in the Vienna region, will also acquire a minority holding in the consortium. The Commission's new examination revealed that the merger notified raises no competition concerns.

The markets for the provision of airport infrastructure (e.g. take-off and landing runways) are geographically determined by the catchment areas of the individual airports. These areas vary, depending upon whether regional (Germany and Europe) or intercontinental flights are involved.

As far as regional transport is concerned (German and European destinations), there can be no overlapping of catchment areas and therefore no competitive relationship between the Berlin airports run by BBF, or the future major airport BBI, and the airports where HTA exercises joint control Düsseldorf, Hamburg, Mönchengladbach and Athens airports. Düsseldorf is the only airport run by the parties of any significance at all as regards direct intercontinental flights. Therefore, there is no competitive overlapping. At present, none of the airports in which the parties have holdings fulfil a hub function. Although the future major Berlin airport has the potential to develop into a hub in the long term, the merger would still not give rise to any overlaps.

Equally, no competition concerns arise from the involvement of FAG and VIE in the consortium. These are minority holdings without controlling rights. In Case IV/M.1255 the Commission's investigations revealed that no competition problems arose in relation to HTA's and FAG's plans at the time to jointly control the consortium running the Berlin airport. As regards the planned acquisition of a minority holding by VIE, the investigations carried out have similarly failed to uncover any indication of competition concerns.

During the proceedings, third parties informed the Commission of concerns regarding the planned merger. They related both to the tendering procedure that preceded the merger plan and the fear that the management consortium could increase air departure and landing fees, initially at the existing Berlin airports and later at the completed new central airport.

The merger investigation is confined to examining the impact of the merger on those markets where the Berlin Brandenburg airport will be active, once it has been completed. The Commission's examination does not cover aspects regarding procedures for awarding contracts in relation to the construction and running of the airport. The question of the legality of the awards procedure prior to the merger depends solely on the applicable legislation on the awarding of contracts or cartels.

Similarly, the question of any possible increase in fees is not directly related to the merger. It results from the monopoly position of the airport in its catchment area and is not dependent on the merger. It could therefore apply in the same way to any other organisation managing the airport. However, it should be pointed out that the management consortium is subject to the ban on abuses under Article 82 of the Treaty and to national cartel law.

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