Decision CPC 65_2022

ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 65/2022 Case Number: 08.05.001.022.049 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration concerning the acquisition of Columbia Marlow Holding Ltd from Scholler Group via Ferrum Marine Company Ltd Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Panayiotis Oustas, Member Mr. Aristos Aristidou Palouzas, Member Date of decision: 22 September 2022 SUMMARY OF DECISION On the 24th of August 2022 the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Scholler Group, 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 Ferrum Marine Company Ltd (hereinafter the “Ferrum”) on behalf of Scholler Group intends to acquire Columbia Marlow Holding Ltd (hereinafter the “CMHL” or ‘’Target’’) as well as the companies transferred to CMHL from the Schoeller Group in 2017 and jointly controlled by the Schoeller Group and the Marlow Group. Companies participating at this merger are the following: 1

1. Ferrum is a company duly registered under the laws of the Marshall Islands, owned by the Schoeller Group, with only operation the holding of shares in Columbia Marlow Holding Ltd. Schoeller Group offers a number of services related to the shipping sector worldwide, where its activities are focused on the field of ship-management and other related shipping services. Schoeller Group is a global provider of maritime services, specializing in the provision of all ship management services and in particular staffing management services and technical management services for third-party maritime assets. At the same time, is active in the ship-ownership sector as a ship owner, including container vessels, multipurpose vessels, product carriers and chemical tankers. Schoeller Group is also active in other sectors, which are not related to the shipping sector, such as restaurants and hotels.
2. CMHL is a company duly registered under the laws of the Republic of Cyprus and acts through its subsidiary companies in the field of ship-management worldwide. CMHL has subsidiaries that are global maritime service providers, specializing in the provision of all ship management services and in particular crew management services and technical management services of third-party maritime assets. CMHL was created through the merger of the shipmanagement activities of the Marlow Group and the Schoeller Group in
3. Target consists mainly of ship-management activities granted to CMHL by the Schoeller Group as a result of the merger deed in
4. It is noted that the companies of Columbia Marlow Holding Ltd that will be transferred to the Marlow Group are excluded from the Target Company in this transaction. This notification concerns a merger that shall take place on the basis of Merger Termination Agreement (MTA) dated 25th of June 2022 where CMHL will be acquired by the Schoeller Group, through Ferrum, with the cancellation of the previous contract. The Proposed Demerger can be divided according to the participating companies into two stages: I. The Schoeller Group's acquisition of sole control of CMHL and the companies transferred to CMHL from the Schoeller Group in 2017 (the "Proposed Transaction"). It is noted that since 2017, the companies in 2 question were jointly controlled by the Schoeller Group and the Marlow Group. II. The transfer and acquisition by the Marlow Group, through Marship, of sole control of the companies granted to CMHL by the Marlow Group in
5. Based on the information in the notification, this part of the Proposed Demerger is not a notifiable concentration. The Commission, considering the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6