Proposed Acquisition of Bombardier Transportation (Investment) UK Ltd by Alstom S.A.

Notifying Party:

Alstom S.A.

Notifying Date:

12 May 2020

Summary of transaction:

(i)         the names of the merger parties;

(a)        Alstom S.A. (“Alstom”); and

(b)        Bombardier Transportation (Investment) UK Ltd (“BT”),

(collectively, the “Parties”).

(ii)        a description of the transaction;

The proposed transaction will involve an acquisition by Alstom, either directly or indirectly, of all of the share capital and voting rights in of BT (“Proposed Transaction”). The Proposed Transaction will result in Alstom acquiring sole control over BT.

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

Alstom

Alstom is a supplier of turnkey solutions, signalling, metro rolling stock, infrastructure and services for Singapore’s metro lines. Globally, Alstom supplies a full range of mobility solutions within the global rail transport industry (from high-speed trains to metros, tramways and e-buses), personalised services (maintenance and modernisation) as well as offerings dedicated to passengers and infrastructure, digital mobility and signalling solutions.

BT

BT is a supplier of signalling, rolling stock and services related to the supply of communication systems for Singapore’s urban transport systems. Globally, BT offers a wide range of rail solutions, ranging from trains to sub-systems and signalling to complete turnkey transport systems, e-mobility technology and data-driven maintenance services.

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

Alstom considers that the Parties currently overlap in the supply of the following goods and services in Singapore:

(a)        metro rolling stock; and

(b)        urban signalling.

Metro rolling stock are high capacity trains designed for urban mass transit, i.e. transport of people within a city centre. Metro rolling stock consist of electric vehicles which run on either rubber or steel wheels, and which run on completely segregated tracks.

Urban signalling systems provide safety controls for metros and light rail vehicle networks within cities. The primary function of urban signalling systems is to function to prevent collisions between trains. Urban signalling systems 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.

(v)        a description of substitute goods or services;

From Alstom’s perspective, there are no close product substitutes for either metro rolling stock or urban signalling.

(vi)       the applicant’s views on:

a.         definition of the relevant market(s);

Alstom submits the relevant product markets to be considered in an assessment of the Proposed Transaction are:

i.          the supply of metro rolling stock in Singapore; and

ii.          the supply of urban signalling in Singapore.

However, Alstom also submits that the precise product market definition can be kept open as no competition concerns will arise regardless of how the relevant product markets are defined.

b.         the way in which competition functions in this market;

Metro rolling stock and urban signalling are generally procured by the Land Transport Authority of Singapore (“LTA”) through open tenders. LTA is the primary customer in Singapore for the procurement of metro rolling stock and urban signalling following the implementation of the New Rail Financing Framework.

Alstom submits that competition for metro rolling stock and urban signalling in Singapore is intense and dynamic. All bidders that meet the eligibility criteria and requirements under LTA’s terms of tender are able to submit bids, and LTA will consider all bids submitted equally based on LTA’s objective selection criteria. The competitive process is refreshed each time a tender is called by LTA and a bidder who failed to secure contracts in previous tenders is not disadvantaged in future tenders.

c.         barriers to entry and countervailing buyer power; and

There are no specific factors such as 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 metro rolling stock and urban signalling in Singapore, so long as the supplier is able to meet LTA’s requirements. Global competitors can, and do, qualify and participate in tenders called by LTA.

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

Alstom submits that the Proposed Transaction will not result in a substantial lessening of competition in Singapore. Specifically, the Proposed Transaction will not result in any non-coordinated effects within the Relevant Market as:

⦁           the structure of the tender process within the Relevant Market encourages intense competition between bidders who are considered equally by LTA;

⦁           LTA is able to exercise significant countervailing buyer power as the primary customer for metro rolling stock and urban signalling in Singapore;

⦁           existing and potential competitors in Singapore are able to constrain the Parties post-completion of the Proposed Transaction;

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

⦁           the Parties are not each other’s closest competitors for the supply of metro rolling stock or urban signalling in Singapore.

Alstom submits that the Proposed Transaction will also not give rise to coordinated effects as:

⦁           the structure of the tender market encourages intense competition;

⦁           the large number of global competitors who can, and do, participate in tenders will disrupt any coordinated behaviour;

⦁           the presence of global competitors facing mature home markets who have the ability and incentive to compete to win tenders in Singapore;

⦁           the large size of tenders and their infrequent nature incentivises intensive competition for each bid; and

⦁           the ability of LTA to disrupt any coordinated behaviour given the strong countervailing buyer power of LTA

 Decision:

Following its assessment, CCCS has concluded that the Proposed Transaction, if carried into effect, will not infringe the section 54 prohibition of the Competition Act (Cap. 50B).

 Decision Date:

14 August 2020

Read the media release.

Read the Grounds of Decision.