Mergers: Commission approves Bouygues' acquisition of Equans, subject to conditions
The European Commission has approved, under the EU Merger Regulation, Bouygues' acquisition of Equans. The approval is conditional on full compliance with commitments offered by Bouygues.
Executive Vice-President Margrethe Vestager, in charge of competition policy, said: "Bouygues and Equans are leading providers of electrical engineering services for railway contact lines in Belgium. With their transaction, they would have a combined leading position in the market. The commitments offered by them ensure that a player will remain in the market continuing to exert competitive pressure in the relevant Belgian market while customers will preserve choice of suppliers and competitive prices.”
Bouygues and Equans are both global providers of multi-technical and engineering services for a wide range of sectors. Bouygues, via Colas Rail Belgium, and Equans are among very few providers of electrical engineering services for railway contact lines in Belgium and two of only three providers nationwide. Railway contact lines are transmission systems for supplying trains with electric power via current collectors, in most cases, through overhead lines suspended above the locomotives.
The merger is also subject to review by the Competition and Markets Authority in the UK, which has also issued a decision on its investigation on 19 July 2022.
The Commission's investigation
Given that the merger combines two of the leading providers of installation and maintenance services for railway contact lines in Belgium, the Commission had concerns that the transaction, as originally notified, would have reduced competition in that market.
The Commission's investigation showed that this market is characterised by significant barriers to entry. In addition, the merged entity would have very large market shares and only face competition from very few participants in calls for tenders. The Commission was therefore concerned that this would give rise to higher prices for electrical engineering services for railway contact lines in Belgium.
The proposed remedies
To address the Commission's competition concerns, Bouygues offered to divest Colas Rail Belgium in its entirety, including all assets, personnel and ongoing and future contracts of both its railway contact lines and track installation businesses. As a result, Colas Rail Belgium will remain an independent competitor to Bouygues and Equans in the relevant market in Belgium.
These commitments fully address the competition concerns identified by the Commission. Feedback received from several customers and competitors in the market test of the proposed commitments confirmed the Commission's view that Colas Rail Belgium constitutes a viable and attractive business that would enable suitable buyers to effectively compete with the merged entity.
The Commission therefore concluded that the proposed transaction, as modified by the commitments, would no longer raise competition concerns in the European Economic Area. The decision is conditional upon full compliance with the commitments.
Bouygues, based in France, is the holding company of a diversified industrial group active in the construction, transport infrastructure construction and maintenance, real estate development, media and telecommunications sectors through the following main subsidiaries: Bouygues Construction (construction); Colas (transport infrastructure construction and maintenance); Bouygues Immobilier (real estate development); TF1 (media); and Bouygues Telecom (telecommunications). Bouygues is active in the multi-technical services sector, and in electrical, mechanical and heat, ventilation and air-conditioning (‘HVAC') engineering services.
Equans, based in France, is active in the multi-technical services sector and it is ultimately owned by the French utility company Engie. Its activities focus on: (i) electrical, mechanical and HVAC engineering, (ii) refrigeration solutions, (iii) facility management, and (iv) digitization and Information and Communication Technology. Equans also provides railway electrification services (installation and maintenance of catenaries and overhead contact lines) through Powerlines, Ineo SCLE Ferroviaire and Fabricom.
Merger control rules
The transaction was notified to the Commission on 30 May 2022.
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). If commitments are proposed in Phase I, the Commission has 10 additional working days, bringing the total duration of a Phase I case to 35 working days, such as in this case.