ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 68/2022 Case Number: 08.05.001.022.053 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration concerning the acquisition of share capital of Martin Bencher (Scandinavia) A/S from A.P. Moller-Maersk A/S, via Maersk Logistics & Services International A/S Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Andreas Karidis, Member Mr. Panayiotis Oustas, Member Mr. Aristos Aristidou Palouzas, Member Mr. Polinikis Panayiotis Charalambides Member Date of decision: 1 November 2022 SUMMARY OF DECISION On the 26th of September 2022 the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Maersk Logistics & Services International A/S a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which Maersk Logistics & Services International A/S (hereinafter the “Maersk Logistics”) subsidiary of A.P. Møller-Mærsk A/S (hereinafter the “APMM”), intends to acquire the share capital of Martin Bencher (Scandinavia) A/S (hereinafter the “Martin Bencher.” or ‘’Target’’). 1 Companies participating at this merger are the following:
- Maersk Logistics is a company duly registered under the Laws of Denmark and is a 100% subsidiary of APMM. Maersk Logistics is active in logistics and supply chain management services, inland container services, inland freight operations (intermodal), customs clearance services, freight forwarding and containerized cargo services.
- APMM is a company listed on Nasdaq Copenhagen Stock exchange, ultimately controlled by the A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal (hereinafter the "A.P. Moller Foundation"), through A.P. Moller Holding A/S which the buyer belongs (hereinafter "APMH"). APMM is an integrated transport and logistics company and its core activities include container liner shipping, through its subsidiaries Maersk A/S, SeaLand and Hamburg Süd (collectively referred to as Maersk), terminal services container handling, land transportation, land services, supply chain management services, freight forwarding, port towing and reefer container manufacturing.
- Martin Bencher (Scandinavia) A/S is based in Denmark and is active in: i) transportation of goods via multiple modes (sea, air, road, rail and barge), ii) project management, iii) project supply chain management and iv) engineering solutions. The notification regarding this concertation shall take place on the basis of Sale and Purchase of Shares Agreement (from now on SPA), dated 3 August 2022, between Maersk Logistics, Widow McShea Projects ApS, JHMB Holding ApS and JFC MB Holding ApS. According to the details of the notification, APMM, through its subsidiary Maersk Logistics, will acquire 100% of the shares of Martin Bencher from Widow McShea Projects ApS, JHMB Holding ApS and JFC MB Holding ApS. The Commission, considering the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6
(1)(α)(ii) of the Law, since it leads to a permanent change of control of the Target by APMM via Maersk Logistics. 2 Furthermore, based on the information contained in the notification, the Commission found that the criteria set by section 3
(2)(a) of the Law were satisfied and therefore the notified concentration was of major importance falling within the scope of the Law. The Commission has concluded that for the purposes of evaluating this concentration, the relevant product markets are defined as the market of project logistics services. Any further separation does not change the outcome of the concentration assessment. In addition, the Commission concluded that the geographical market for the relevant market in question is that of the territory of the Republic of Cyprus. The concentration does not raise any horizontal overlaps and/or vertical relationships between the activities of the participating companies. Taking into account the above, the Commission concludes that in this concentration no affected market is created based on Annex I of the Law. In addition, there are no other markets in which the notified concentration may have a significant effect. The Commission, on the basis of the factual and legal circumstances, unanimously decided that this concentration does not create or strengthen a dominant position as there is no affected market and therefore the concentration does not raise serious doubts as to its compatibility with the operation of the competition in the market. Therefore, the Commission, acting in accordance with section 22 of the Law, unanimously decided not to oppose the notified concentration and declare it as being compatible with the operation of the competition in the market. Loukia Christodoulou Chairperson of the Commission for the Protection of Competition 3