The Authority for Competition has expressed concerns over the acquisition of Terminal San Giorgio – operating within the port of Genoa – by Ignazio Messina, arguing that it would lead to a competitive disadvantage for Grimaldi in the transport of roll-on/roll-off cargo. The Authority published its analysis and decision in a bulletin issued on March 4, 2024. It's noteworthy that Ignazio Messina announced the operation to the Authority in November 2023, and was promptly asked for additional information, provided in December.
The Authority's analysis began by noting that Ignazio Messina operates in the Ligurian port through the multipurpose Intermodal Maritime Terminal, covering two areas: one at Ponte Ronco and the other under a temporary business association between Ignazio Messina itself and Terminal San Giorgio. The latter manages two quays at Ponte Somalia and two at Ponte Libya. To understand the Authority's decision, it's important to add that Ignazio Messina is partly owned by Marinvest, a company within the MSC Group, whereas Terminal San Giorgio is controlled, through Autosped, by the Gavio Group.
In this already complex situation, the Authority had to decide on the acquisition of the entire share capital of Terminal San Giorgio by Ignazio Messina. The latter declared that the former would remain autonomous and that relations between the two companies would be regulated by a specific operational and commercial agreement for the management of areas and quays.
Given the various corporate shares summarized, the Authority found that "the acquisition operation of TSG by IM&C would seem to entail (i) the acquisition of exclusive control by the Messina Group of the terminal activities carried out in the area granted to the ATI Messina-San Giorgio, previously subject to the joint control of the Messina Group (through IM&C) and TSG, (ii) the acquisition of exclusive control, by IM&C, of the terminal granted to TSG located on Ponte Somalia and consequently (iii) the acquisition by the Messina Group and Marinvest of joint control, through IM&C, of the terminal granted to TSG located on Ponte Somalia, which does not fall within the Terminal Business covered by the aforementioned shareholders' agreement".
The shareholders' agreement in question, between Ignazio Messina and Marinvest, aims to "exclude the joint control of the Messina Group and Marinvest on the so-called Terminal Business, through (i) the exclusion of veto rights of the administrators appointed by Marinvest on decisions relating to Terminal Business Reserved Matters and (ii) the granting to administrators appointed by the Messina Group of the right to approve any resolution on Terminal Business Reserved Matters". Therefore, "it must be considered that the Terminal Business falls under the exclusive control of the Messina Group".
Therefore, the Authority continues, "based on the elements currently available, the acquisition operation of TSG by IM&C would seem to entail (i) the acquisition of exclusive control by the Messina Group of the terminal activities carried out in the area granted to the ATI Messina-San Giorgio, previously subject to the joint control of the Messina Group (through IM&C) and TSG, (ii) the acquisition of exclusive control, by IM&C, of the terminal granted to TSG located on Ponte Somalia and consequently (iii) the acquisition by the Messina Group and Marinvest of joint control, through IM&C, of the terminal granted to TSG located on Ponte Somalia, which does not fall within the Terminal Business covered by the aforementioned shareholders' agreement".
After analyzing the market situation of the involved terminals (noting that "the complexes managed by TSG constitute the largest third-party terminal for roll-on/roll-off cargo in the port of Genoa, handling about 44% of the port's roll-on/roll-off cargo, including new/used cars (which represent less than 10% of the terminal traffic managed by TSG"), the Authority draws conclusions on the possible influence of Marinvest on the ro-ro traffic that insists on the port of Genoa. This is because the MSC Group participates in two companies operating in this sector: Gnv and Moby (of which Shipping Agencies Services, a direct controlling entity of Marinvest, holds 49%).
The Authority concludes that "the elements so far acquired lead to believe that Marinvest has the ability to exclude from the markets for the maritime transport of roll-on/roll-off goods, due to the circumstance that the complex in concession to TSG on Ponte Somalia, which by effect of this concentration will be subjected to the joint control of Marinvest, and that carries out approximately [40-45%] of the traffic of goods on roll-on/roll-off developed by Grimaldi in the port of Genoa, is not easily replaceable for the Grimaldi group. In fact, the terminal of the ATI Messina-San Giorgio does not have sufficient capacity to accommodate the traffic carried out on Ponte Somalia and there would not be sufficient unused capacity to replace that of the Ponte Somalia complex at other terminals of the ports of Genoa and Savona, of Vado Ligure and Marina di Carrara".
In concrete terms, the acquisition of Terminal San Giorgio by Ignazio Messina would disadvantage Grimaldi, which "could not shift its own traffic to another terminal in the face of an increase in the price of terminal services practiced on such areas. Therefore, Grimaldi would be forced to increase the cost of its services to end customers, becoming immediately less competitive against GNV, or to reduce its own margins and thus the funds available to support its competitiveness in the medium-long term".
Furthermore, "from the perspective of Marinvest, the reduction in profits on TSG resulting from a possible reduction in Grimaldi's roll-on/roll-off traffic could be more than compensated by higher profits of GNV, in the hypothesis that customers abandoning Grimaldi are largely recaptured by GNV, the only competitor on routes towards Sicily and towards Malta". Not only: "An increase in the price of the terminal service of TSG on Ponte Somalia towards Grimaldi could result in an increase in the freight rate that Grimaldi requests from its trucking clients and therefore a reduction in the goods transported by Grimaldi, from which GNV could benefit".
This situation could lead to "a reduction in revenue for TSG and therefore for the Messina Group, due to the reduction in quantities transported by Grimaldi from Ponte Somalia", a loss that, however, would be compensated "by the shift by Marinvest of the Ro-Ro traffics of GNV from the (congested) Maritime Stations to the terminal of the ATI Messina - San Giorgio and to the TSG terminal of Ponte Somalia".
In conclusion, the Authority states "Marinvest appears to have the capacity and the incentive to increase the price of TSG's services to competitors in the maritime transport of roll-on/roll-off goods". Therefore, "the operation under examination appears to be capable of significantly hindering, pursuant to Article 6, paragraph 1, of Law No. 287/1990, effective competition, also due to the establishment of a dominant position, in the market for terminal services for roll-on/roll-off goods and in some vertically connected markets of maritime transport of roll-on/roll-off goods".
