Under the EU Merger Regulation, the European Commission has approved the planned merger involving the acquisition of sole control of Eurostar International Limited by the French rail operator SNCF MOBILITES. The Commission’s decision is conditional on compliance with commitments designed to facilitate the entry of new rail operators onto the London‑Brussels and London‑Paris routes, on which Eurostar is currently the only operator. The Commission was concerned that the deal as originally notified might hinder the entry of competitors into these markets. The serious doubts identified relating to access to stations in France and Belgium and to maintenance centres in France, Belgium and the UK are the same as those raised when Eurostar was set up in 2010. This situation could have had the result of limiting the choice of services available to passengers. The commitments offered by SNCF, Eurostar and SNCB allay these concerns.
Since it was set up in 2010, Eurostar has been jointly controlled by SNCF and the UK Government. SNCB holds a minority share. On 4 March 2015 the UK Government announced that it had agreed to sell its stake in Eurostar to a private company. Under the deal in question here, SNCF has negotiated a new shareholder agreement giving it sole control of Eurostar.
The Commission found that the planned merger as originally notified would have hindered the entry of competitors to Eurostar onto the London‑Paris and London‑Brussels routes, thereby perpetuating Eurostar’s dominant position on these markets. In particular, following its market survey, the Commission concluded that access to stations and to the services provided there in France and in Belgium, and access to maintenance centres in France, Belgium and the UK, would become more difficult owing to capacity limitations and the fact that Eurostar and its shareholders SNCF and SNCB managed the infrastructure concerned. In addition, access to train paths at peak times would be problematic owing to Eurostar’s priority access as the incumbent operator.
In order to resolve the Commission’s competition concerns, Eurostar, SNCF MOBILITES and SNCB offered commitments designed to ensure that any new entrant would have fair and non‑discriminatory access to:
(i) standard and cross‑Channel areas and services, such as ticket offices, passenger information services and cross‑Channel areas in stations in France and Belgium currently managed by SNCF and SNCB;
(ii) maintenance centres in France, the UK and Belgium currently managed by SNCF, Eurostar and SNCB for services such as overnight storage, servicing and cleaning of trains and light maintenance;
(iii) train paths currently used by Eurostar at peak times, should a new entrant not be able to obtain such access through the usual procedure for path allocation by the infrastructure managers.
The Commission takes the view that the commitments offered reduce the barriers to entry for new operators seeking to offer international rail passenger transport services on the London‑Paris and London‑Brussels routes. The Commission has therefore concluded that the planned merger, as modified by the commitments, does not raise any competition concerns. The decision is conditional upon full compliance with the commitments.
Companies and products
SNCF MOBILITES is controlled by the French national railway company (SNCF), which has the status of a publicly owned industrial and commercial entity (EPIC). SNCF MOBILITES operates rail passenger transport services on the national rail network and other rail transport services including international services.
Eurostar provides rail services through the Channel Tunnel between the UK, France and Belgium. Since 2010, Eurostar has been a full-function joint venture controlled jointly by SNCF MOBILITES and the UK Government acting through Her Majesty’s Treasury.
The Belgian national railway company (SNCB) holds a non‑controlling minority share in Eurostar.
Merger control rules and procedure
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).