Decision CPC 57_2022

ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 57/2022 Case Number: 08.05.001.022.046 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration regarding the acquisition of the share capital of EVAG Emder Verkehrs und Automotive GmbH by Volkswagen Aktiengesellschaft, via Volkswagen Group Services GmbH Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Andreas Karydis Member Mr. Panayiotis Ousta Member Mr. Aristos Aristeidou Palouzas Member Mr. Polynikis-Panagiotis Charalambides Member Date of Decision: 31st of August 2022 SUMMARY OF THE DECISION On 08/08/2022, the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Volkswagen Aktiengesellschaft (hereinafter the “VWAG”), 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 Volkswagen Aktiengesellschaft, via its subsidiary Volkswagen Group Services GmbH (hereinafter the “VWGS”), intends to acquire the share capital of EVAG Emder Verkehrs und Automotive GmbH including its subsidiary Emder Lagerhaus und Automotive GmbH and the one-third (1/3) of the share capital of Autoport Emden GmbH, (hereinafter collectively the “Target”). 1 The participating parties of the transaction are the following:  VWGS is a company duly registered under the laws of Germany. It is a subsidiary of VWAG and is active in the provision of services, inter alia, for specific contractual projects, in particular of a technical and commercial nature, mainly for the companies of the Volkswagen Group (hereinafter the “VW Group”).  VWAG is a public company listed on Frankfurt stock exchange, duly registered under the laws of Germany. It is the parent company of the VW Group. The VW Group is active worldwide in the development, manufacture, marketing and sale of passenger cars, light commercial vehicles, trucks, buses, coaches, bus chassis and diesel engines, motorcycles, including spare parts and accessories, and is also active in the distribution of vehicles. The Group also offers mobility service solutions such as ride-hailing and car sharing. The VW Group includes the vehicle brands Volkswagen Passenger Cars, Volkswagen Light Commercial, Porsche, Audi, Škoda, Bentley, Lamborghini, Seat, Man, Scania and Ducati (motorcycles). The Group also provides financial and insurance services related to the distribution and financing of its cars and commercial vehicles. This activity is mainly carried out through Volkswagen Financial Services AG (hereinafter the “FSAG”) and its subsidiaries. FSAG provides services such as financing, leasing, insurance and collateral supply services in relation to cars and commercial vehicles. Through FSAG’s subsidiary, Volkswagen Bank GmbH, the VW Group also provides direct banking services. VWAG is solely controlled by Porsche SE (but not a consolidated subsidiary of Porsche SE), which is jointly controlled by members of the Porsche and Piëch families.  The Target is consisted by EVAG Emder Verkehrs und Automotive GmbH, ELAG Emder Lagerhaus und Automotive GmbH, and Autoport Emden GmbH. EVAG Emder Verkehrs und Automotive GmbH (hereinafter the “EVAG”) is a subsidiary of Schenker, which is a subsidiary of Deutsche Bahn AG. These companies are active in mobility and logistics services. 2 EVAG is a company duly registered under the laws of Germany. It is active in the port of Emden, Germany, providing logistics support and port services for national and international freight transport, transshipment and storage. More specifically, its activities focus on cargo handling in the automotive sectors, through Autoport, bulk and general cargo handling and other logistics services as well as ancillary activities. EVAG’s subsidiary, ELAG Emder Lagerhaus und Automotive GmbH (hereinafter the “ELAG”), mainly provides EVAG with personnel and automotive engineering services. Autoport Emden GmbH (hereinafter the “Autoport”) is mainly active in the field of car handling, including import and export by sea, storage, loading and unloading of railway wagons and IT permanent shipment management. In addition, it provides vehicle storage services of all kinds. According to the data of the notification, 33.3% of the share capital of Autoport belongs to the VW Group, which jointly controls the company in question. With the acquisition of an additional 33.3% of Autoport’s share capital, the VW Group will, according to the notification, continue to hold joint control of the company together with Anker-Schiffahrtsgesellschaft mbH, which will continue to hold 1/3 of the shares [………]. This concentration is based on the Term Sheet (hereinafter the “Term Sheet”) dated 25/07/2022 and 27/07/2022, which was agreed upon by and among the Schenker AG, as the Seller, and VWGS, as the Buyer. Pursuant to the terms and conditions of the Term Sheet, the Seller will sell and transfer to VWGS, and VWGS will acquire, 100% of the shares in EVAG. An essential element for the examination of the present act of concentration is the concept of “concentration” of businesses and its general existence, as this concept is defined in article 6 of the Law. This is provided that the criteria set out in Article 3 of the Law are met, which are examined below in order to determine whether the notified concentration falls within the scope of the Law. The Commission, taking into account the information submitted by the parties concluded that the transaction does not meet the criteria of article 3