Hitachi Rail Secures Clearance for €1,660m Thales GTS acquisition
European Commission gives antitrust approval for deal
31, October, 2023 – Hitachi Rail has been given clearance to proceed with its €1,660 million acquisition of Thales’ Ground Transportation Systems business on 30 October 2023.
The publication of the European Commission’s (EC) approval means that the deal has now received clearance from all 13 competition authorities which reviewed the acquisition.
Prior to the European Commission’s clearance, the UK’s Competition and Markets Authority gave its approval for the deal on 4 October 2023.
As a condition of securing approval for the acquisition, Hitachi Rail will divest its mainline signalling business located in France, Germany and the UK.
The divestiture will be made in accordance with all relevant processes and consultations with employees and their representative bodies.
Commission approves Hitachi Rail’s acquisition of Thales’ ground transportation business, subject to conditions
The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Thales’ ground transportation business (‘GTS’) by Hitachi Rail. The approval is conditional on full compliance with commitments offered by Hitachi Rail.
Hitachi Rail and Thales GTS are leading suppliers of rail mainline signalling services in the European Economic Area (‘EEA’). Both supply interlockings and automated train protection wayside systems (overlay and resignalling). Hitachi Rail also manufactures and supplies rolling stock for mainline and urban trains.
The Commission’s investigation
The Commission’s investigation showed that the transaction, as initially notified, would have reduced competition and led to higher prices and less innovation in the markets for rail mainline signalling projects in France (including interlockings, overlay and resignalling projects) and Germany (including overlay and resignalling projects).
On these markets, the transaction would have combined two close competitors and the merged entity would have acquired very high market shares.
The proposed remedies
To address the Commission’s preliminary competition concerns, Hitachi Rail offered to divest its mainline signalling platforms in France and Germany for interlockings, overlay and resignalling projects.
These commitments fully address the competition concerns identified by the Commission. They will preserve competition by removing the horizontal overlap between the parties in the French and German markets for interlockings and automated train protection wayside systems for mainline signalling platforms.
The commitments come after constructive discussions between the Commission and the parties that resulted in a successful proposal to divest Hitachi Rail’s standalone business in France and Germany, including international locations. Structural divestitures eliminate concerns that arise when the merging companies are close competitors, because they immediately replace the competition that would have been lost as a result from the merger.
The commitments will enable a purchaser to run the divestment business as a viable competitive force in the market on a lasting basis. The Commission will closely monitor the divestment process, including the choice of any suitable purchaser for the divested businesses that will have to be approved by the Commission.
Following the positive feedback received in the context of the commitments’ market test, the Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns. The decision is conditional upon full compliance with the commitments.
The UK’s Competition and Markets Authority (‘CMA’) has also reviewed the transaction. In order to address CMA’s concerns, Hitachi Rail also committed to divest its mainline signalling business in the UK.
Companies and products
Hitachi Rail is a wholly-owned subsidiary of Hitachi, Ltd., headquartered in Japan, and a global provider of transport solutions including rolling stock, signalling systems, turnkey solutions, maintenance services and components.
Thales GTS, headquartered in France, offers various solutions across four core business lines: (i) mainline signalling, (ii) urban rail signalling, (iii) integrated communication and supervision solutions and (iv) revenue collection systems.
Interlockings ensure the safe passage of trains by controlling and preventing access to sections of the tracks to avoid collisions. Automated train protection wayside systems reduce the risk of train drivers failing to respond to signalling commands.
> https://ec.europa.eu/commission/presscorner/detail/en/ip_23_5323