Proposed Combination of the Mobility Business of Siemens AG with Alstom S.A.

Notifying Parties:

Siemens AG and Alstom S.A.

Notifying Date:

16 July 2018

Summary of transaction:

(i) the names of the merger parties

1. Siemens Aktiengesellschaft (“Siemens AG”); and

2. Alstom S.A. (“Alstom”),

(collectively, the “Parties”).

(ii) a description of the transaction

The proposed transaction will be a combination of the Siemens’ mobility business (including its rail traction drives business) (the “Siemens Mobility Business”) with Alstom. The Proposed Transaction will be implemented by way of a contribution by Siemens AG of the Siemens Mobility Business to Alstom in consideration for newly issued Alstom shares.

(iii) a description of the business activities of the merger parties worldwide and in Singapore

Globally, Siemens manufactures the full range of mobility products (including different types of rolling stock, signalling solutions and rail electrification). Similarly, Alstom offers a range of mobility solutions (from high-speed trains to metros, trams and e-buses), related services (maintenance and modernisation) as well as offerings dedicated to passengers and infrastructure, digital mobility and signalling solutions.

In Singapore, Siemens currently supplies urban signalling and traction power supply for rail electrification purposes, maintenance equipment and services related to rail communication systems.

Siemens’ other businesses include systems and services for power generation, transmission and distribution, as well as energy-efficient products and solutions for production and building technology, and technologies for high-quality and integrated healthcare.

Alstom offers a range of mobility solutions globally. Alstom is a supplier of turnkey solutions, signalling, rolling stock and infrastructures for Singapore’s metro lines. In addition, Alstom also provides after-sale services and third rails for rail electrification purposes.

(iv) a description of the overlapping goods or services, including brand names

The Parties consider that they currently overlap in the supply of urban signalling in Singapore. Urban signalling systems prevent metros and light rail vehicles circulating within and around cities from colliding by preventing two vehicles from meeting on the same section of track. These are typically closed systems with little or no need for interoperability between networks or lines. Urban signalling also manages railway traffic and seeks to improve rail network efficiency.

While the Parties both supply rolling stock and rail electrification systems globally, the Parties do not consider that they overlap in relation to rolling stock and rail electrification as:

i. Siemens does not currently supply rolling stock in Singapore; and

ii. the Parties supply different rail electrification systems which do not fall into the same market.

CCCS notes however that the Parties can, and/or have supplied rolling stock and rail electrification (e.g., traction power supply systems and contact lines) in the past. Consequently, there may exist potential overlaps in relation to these products. 

(v) a description of substitute goods or services

From the Parties’ perspective, there are no close product substitutes for urban signalling.

(vi) the applicant’s views on

1. definition of the relevant market(s)
   The Parties submit that the relevant product market is urban signalling (the “Relevant Market”).

2. the way in which competition functions in this market
   Urban signalling is generally procured by the LTA through open tenders that are open to all bidders that meet the eligibility criteria and requirements under the LTA’s terms of tender.
   
   Competition among the bidders in tenders for the supply of urban signalling in Singapore has been intense and dynamic. The LTA will consider every proposal submitted by tenderers who meet the LTA’s tender requirements equally based on the LTA’s objective selection criteria and it cannot be easily predicted that any specific supplier will win the next tender in Singapore even if it has won such tenders in the past.

3. barriers to entry and countervailing buyer power
   There are no specific technology, R&D requirements, regulatory barriers, import restrictions, IP rights, availability of raw materials or length of contracts that may prevent new entry for the supply of urban signalling in Singapore: a the supplier must only be able to meet the LTA’s requirements. The Parties’ submit that global competitors can, and do, qualify and participate in tenders called by the LTA.

4. the competitive effects of the merger (non-coordinated, coordinated and/or vertical effects, as relevant)

The Parties submit that the proposed transaction will not result in a substantial lessening of competition. Specifically, the proposed transaction will not result in any non-coordinated effects within the Relevant Market as:

• the incremental effect of the proposed transaction on competition within the Relevant Market is low as Siemens has a significantly lower presence in the Relevant Market relative to Alstom;

• the structure of the tender process in the Relevant Market encourages intense competition between bidders;

• the LTA as the primary customer for urban signalling in Singapore is able to exercise significant countervailing buyer power;

• there are no significant or insurmountable barriers to entry; and

• existing and potential global competitors in Singapore are able to constrain the Parties post-completion of the Proposed Transaction.

There will be no negative vertical effects from the Proposed Transaction given the wide availability of inputs for the mobility sector. The Parties submit that the Proposed Transaction will not give rise to coordinated effects for the supply of urban signalling in Singapore:

• the structure of the tender market encourages intense competition;

• a large number of existing and potential competing global competitors can, and do, qualify and participate in open tenders called by the LTA in Singapore, and will thereby be able to disrupt any coordinated behaviour;

• global competitors often facing mature home markets are present and have the ability and incentive to compete to win tenders for the supply of urban signalling in Singapore; and

• the LTA has strong countervailing buyer power and will be able to disrupt any coordinated behaviour.
  

Decision:

The proposed merger, if carried into effect, will not infringe the Section 54 prohibition. 

Decision Date:

24 October 2018.

Read Media Release.

Read the Grounds of Decision.