EU Opens In-Depth Merger Investigation into Joint Control of TERCAT

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The European Commission has initiated an in-depth investigation, under the EU Merger Regulation, into the proposed acquisition of joint control of Terminal Catalunya (TERCAT) by Terminal Investment Limited Holding (TIL) and Hutchison Ports. The Commission has expressed preliminary concerns that the transaction could lead to higher prices or a deterioration in the quality of container terminal services at the port of Barcelona, Spain.

TERCAT, currently controlled by Hutchison Ports, operates the Barcelona Europe South Terminal (BEST), the principal deep-sea container terminal serving cargo flows to and from Barcelona and its hinterland. TIL is a global port terminal investor and operator and forms part of the Mediterranean Shipping Company (MSC) group, one of the world’s leading container shipping companies, which already has significant operational activities in the port of Barcelona.

Based on its initial market assessment, the Commission considers that the transaction may significantly reduce competition in the market for container terminal services at the port of Barcelona. It is concerned that the concentration could enable the merged entity to favour MSC over rival container liner shipping companies when granting access to terminal services at BEST. Such preferential treatment could take the form of higher prices for competitors, delayed berth access, and restricted availability of cranes or storage space. The Commission also considers that rival shipping companies may have limited ability to switch to the only other deep-sea terminal in the port, Terminal de Contenedores de Barcelona (TCB), which is currently operated by the Maersk group.

The Commission will now conduct a detailed Phase II investigation to determine whether its preliminary competition concerns are confirmed. The transaction was notified to the Commission on 5 November 2025, and the Commission has 90 working days, until 30 April 2026, to adopt a final decision. The opening of an in-depth investigation does not prejudge the final outcome of the review.

TERCAT operates one of the two main deep-sea container terminals in the port of Barcelona, while TCB, the other major terminal, is operated by the Danish shipping company Maersk. TIL is jointly controlled by MSC and BlackRock and is active worldwide in the development and management of container terminals. MSC, headquartered in Switzerland, provides global container liner shipping services and is also active in cruise and maritime passenger ferry services. BlackRock is a United States-based multinational investment company. Hutchison Ports, the current owner of TERCAT, is part of the CK Hutchison Holdings group, a Hong Kong-headquartered multinational conglomerate with major activities in ports, retail, infrastructure and telecommunications.

Under the EU Merger Regulation, the European Commission is responsible for assessing mergers and acquisitions that meet certain turnover thresholds and for preventing concentrations that would significantly impede effective competition in the European Economic Area or a substantial part of it. Most notified transactions are cleared following a Phase I review. Once a transaction is formally notified, the Commission generally has 25 working days to decide whether to clear the transaction or to open an in-depth Phase II investigation.