Commission opens in-depth investigation into the proposed acquisition of joint control over TERCAT by TIL and Hutchison Ports

This article is brought to you in association with the European Commission.

The European Commission has opened an in-depth investigation to assess, under the EU Merger Regulation, the proposed acquisition of joint control of Terminal Catalunya (‘TERCAT‘) by Terminal Investment Limited Holding (‘TIL‘) and Hutchison Ports. The Commission has preliminary concerns that the transaction may lead to higher prices or reduced quality of container terminal services at the port of Barcelona, Spain.

TERCAT, currently owned by Hutchison Ports, operates the Barcelona Europe South Terminal in Barcelona, Spain (‘BEST‘), which is the main deep-sea gateway for cargo to and from Barcelona and its hinterland. TIL is a leading port operator and is part of the MSC Mediterranean Shipping Company Holding (‘MSC‘) group, a global leader in container shipping with significant operations in the port of Barcelona.

The Commission’s preliminary concerns

The preliminary investigation indicates that the transaction may significantly reduce competition in the market for the provision of container terminal services at the port of Barcelona and potentially lead to higher prices and lower quality of services for container liner shipping companies competing with MSC.

In particular, the Commission preliminarily found that:

• Container terminal services at the port of Barcelona are an important input for the provision of container liner shipping services for cargo to and from Barcelona and its hinterland.
• The merged entity may foreclose competing container liner shipping companies by providing preferential treatment to MSC for theuse of BEST’s container terminal services. Such discriminatory treatment may notably take the form of higher prices, late access to the berth, limited availability of cranes and storage space for MSC’s competitors.
• Such partial foreclosure may be a profitable strategy for the merged entity.In addition, foreclosed container liner shipping companies appear to have limited possibility to switch to the other deep-sea container terminal in the port of Barcelona, Terminal de Contenedores de Barcelona (‘TCB’).

The Commission will now carry out an in-depth investigation into the effects of the proposed transaction to determine whether its initial competition concerns are confirmed.

The proposed transaction was notified to the Commission on 5 November 2025. The Commission now has 90 working days, until 30 April 2026, to take a decision.

The opening of an in-depth inquiry does not prejudge its outcome.

Companies and products

TERCAT operates BEST, one of the two main deep-sea container terminals located in the Port of Barcelona. TCB, the other container terminal at the port of Barcelona is operated by the Danish shipping company Maersk.

TIL invests in, develops and manages container terminals around the world and is jointly controlled by MSC and BlackRock. MSC, headquartered in Switzerland, provides worldwide container liner shipping services and ancillary services. MSC is also active in the oceanic cruise and in the maritime passenger ferry sectors. BlackRock is an American multinational investment company.

Hutchison Ports is currently the controlling company of TERCAT and is part of CK Hutchison Holdings Limited (‘CKHH‘) group. CKHH is a multinational conglomerate headquartered in Hong Kong that operates four core business groups: (i) ports and related services, (ii) retail, (iii) infrastructure, and (iv) telecommunications.

Merger control rules and procedures

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the European Economic Area (‘EEA’) or a 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 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).

In addition to the current transaction, there are currently two other ongoing Phase II merger investigations: the proposed acquisition of Anglo American’s nickel business by MMG; and (ii) the proposed acquisition of Downtown by Universal Music Group.

More information will be available on the Commission’s competition website, in the public case register under the case number M.11811.

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