Commissioner Margrethe Vestager, in charge of competition policy, said: "Trains and the signalling equipment that guide them are essential for transport in Europe. The Commission will investigate whether the proposed acquisition of Alstom by Siemens would deprive European rail operators of a choice of suppliers and innovative products, and lead to higher prices, which could ultimately harm the millions of Europeans who use rail transportation every day for work or leisure."
Siemens and Alstom are global leaders in rail transportation. Both companies have a wide product portfolio and compete in tenders for the manufacture and supply of:
- high speed, mainline and urban rolling stock (trains). High speed rolling stock includes trains operated for long-distance travel at speeds above 250 km/h, mainline rolling stock includes intercity and regional trains and urban rolling stock includes metros and trams.
- mainline and urban signalling solutions. Signalling solutions include signalling systems that provide safety controls on mainline and urban rail networks.
The proposed transaction would combine the two largest suppliers of rolling stock and signalling solutions in the European Economic Area (EEA) not only in terms of size of the combined operations, but also in terms of geographic footprint of their activities.
The Commission's competition concerns
At this stage, the Commission is concerned that the proposed transaction would reduce competition in the markets where the merged entity would be active. In particular, the Commission is concerned that the proposed transaction could lead to higher prices, less choice and less innovation due to reduced competitive pressure in rolling stock and signalling tenders. This would be to the detriment of train operators, infrastructure managers and ultimately European passengers who use trains and metros on a daily basis.
More specifically, the Commission's initial investigation found that:
- For rolling stock, the proposed transaction would remove a very strong competitor and reduce the number of suppliers. In relation to high speed trains, the Commission has examined the impact of the transaction both within the EEA and on a worldwide basis (excluding China, Japan and Korea which appear to have barriers preventing imports from foreign suppliers). On both of these geographic markets, the merged entity would be the undisputed market leader, over three times larger than the closest competitor. The merged entity will also become the market leader in mainline (including regional trains) and metro rolling stock in the EEA. Furthermore, after the proposed transaction, competitors in the sector would struggle to compete against the merged entity's track-record and installed-base of rolling stock.
- For signalling solutions, the proposed transaction would remove a very strong competitor from several mainline and urban signalling markets. After the proposed transaction, the merged entity would become the undisputed market leader, with around three times the market share of the closest competitor, and would be unlikely to face significant competitive pressure.
Furthermore, at this stage the Commission has found that the entry of new competitors into the EEA rolling stock or signalling solutions markets, including in particular of potential Chinese suppliers, appears unlikely to occur in the foreseeable future.
The Commission will now carry out an in-depth investigation into the effects of the transaction to determine whether its initial competition concerns are confirmed.
The transaction was notified to the Commission on 8 June 2018. The Commission now has 90 working days, until 21 November 2018, to take a decision. The opening of an in-depth investigation does not prejudge the outcome of the investigation.
Companies and products
Siemens, based in Germany, is active worldwide in several industrial areas with its mobility division offering a broad portfolio of rolling stock, rail automation and signalling solutions, rail electrification systems, road traffic technology, IT solutions, as well as other products and services concerning the transportation of people and goods by rail and road.
Alstom, based in France, is active worldwide in the rail transport industry, offering a wide range of transport solutions (from high-speed trains to metros, trams and e-buses), personalised services (maintenance and modernisation) as well as products dedicated to passengers and infrastructure, signalling solutions, rail electrification systems and digital mobility.
Merger control rules and procedures:
The transaction was notified to the Commission on 8 June 2018.
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).
In addition to the current transaction, there are four ongoing Phase II merger investigations: the proposed acquisition of Solvay's nylon business by BASF, the proposed acquisition of Tele2 NL by T-Mobile NL, the proposed acquisition of Shazam by Apple and the proposed merger of Praxair and Linde.