The Italian Competition Authority clears the vertical Atlantia/Gemina merger as amended by the parties


While under EU merger control regulation it is possible to impose a remedy to address the competition problems of the under review merger, the Italian Competition Act n. 287/1990 does not allow the merging parties and the Italian Competition Authority (ICA) to agree on remedies during the first phase of investigation. However, the parties may take benefit from informal talks with the ICA about possible competition problems and how to resolve them. This seems what may have happened in the Atlantia/Gemina case recently decided by the ICA.
Through the implementation of the merger as originally notified to the ICA, the Edizione group would  acquire the sole control of the entity resulting from the combination between Atlantia and Gemina.  Gemina owns ADR, the manager of the Rome’s airports of Fiumicino and Ciampino and Atlantia, already controlled by Edizione, owns WDFG active in travel retail sector and Autogrill active in the airport catering market.
In other words, the implementation of the merger would result in a vertical integration between ADR that is responsible for the award of the necessary concessions to carry out retail activities at the airport of Rome and WDFG and Autogrill operating in the downward markets for travel retail and airport catering, respectively, which have to bid for such concessions. What the ICA feared was that in selecting the operators to which grant the concessions ADR might discriminate in favour of its sister companies WDFG and Autogrill, thereby foreclosing their competitors willing to operate at the airports of Rome.
The parties anticipated the possible ICA objections to the vertical negative effects expected from the originally notified merger by amending it. Ten days after the first notification of the planned merger, they notified to the ICA a new version of the merger. The new merger comprised the commitment to ensure that ADR should award concessions for retail activities, including airport catering, through open, fair and transparent competitive tender procedures. Having considering that and also the small market share of Autogrill and the presence of strong competitors, the ICA concluded that the merger was unlikely to have negative effects in the market for catering services at the airports of Rome. Nor the merger would negative affect the competition in the retail travel market since WDFG did not have any shops at the airport of Rome. Therefore, the ICA unconditionally approved the merger.

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