In December 2025, the European Commission opened an in-depth Phase II investigation into the transaction involving the acquisition of joint control of Terminal Catalunya, operator of the Barcelona Europe South Terminal, by Terminal Investment Limited Holding and Hutchison Ports. The decision, taken following the preliminary review, means that TIL’s entry into the terminal’s share capital is not currently authorised and remains suspended until the final assessment, which under the procedural deadlines of the EU Merger Regulation is due by 30 April 2026.
According to the Commission’s official statement, the investigation focuses on the potential effects of the transaction on competition in the market for container terminal services at the port of Barcelona. Terminal Investment Limited Holding is the terminal arm of the MSC Mediterranean Shipping Company group and is jointly controlled by MSC and BlackRock. In this configuration, although the legal object of the transaction is TIL’s entry alongside Hutchison into joint control of Terminal Catalunya, the competitive assessment also takes into account MSC’s industrial role as the main liner shipping company operating at the port.
The preliminary concerns expressed by Brussels relate to the risk that the transaction could significantly reduce competition, with possible price increases or a deterioration in service quality for shipping lines competing with MSC. The Commission considers the services provided by the Barcelona Europe South Terminal to be essential for liner shipping traffic to and from Barcelona and its hinterland. In this context, integration between a major liner operator and a key terminal could facilitate forms of discrimination, such as less favourable commercial terms, less efficient access to berths or reduced availability of cranes and storage space for other carriers.
A further aspect under assessment concerns the limited ability of rival shipping lines to shift their operations to Barcelona’s other main container terminal, the Terminal de Contenedores de Barcelona, operated by APM Terminals, a company linked to the Maersk group. According to the Commission’s preliminary analysis, this alternative would entail significant operating costs and organisational complexity, effectively reducing competitive pressure on BEST.
The transaction was notified to the Commission on 5 November 2025 and, at the end of the Phase I review, Brussels concluded that there were “serious doubts” as to its compatibility with the internal market, leading to the decision to move to Phase II. The opening of the investigation does not prejudge the final outcome, but signals that the Authority intends to examine the effects of the concentration in greater depth before deciding on a possible authorisation, which could be made subject to commitments or remedies.
The Barcelona case is one of the most sensitive elements in Europe of the broader transaction involving the sale of 80% of CK Hutchison’s port activities to the TIL–BlackRock consortium, with a total value of around 22.8 billion dollars (approximately 21.0 billion euros). In this context, the Catalan terminal represents the European asset with the most immediate competitive impact, also in light of MSC’s strong operational presence at the port and across the western Mediterranean.
