CCS Clears the Proposed Merger between Hino Motors Limited and Mitsubishi Fuso Truck and Bus Corporation

Reference:

CCS 400-140-2025-004

Notifying Party:

Hino Motors Limited and Mitsubishi Fuso Truck and Bus Corporation

Notifying Date:

4 July 2025

Summary of Transaction: 

a.   the names of the merger parties;

The merger parties in this transaction are affiliates of Hino Motors, Ltd. (“Hino”) and Mitsubishi Fuso Truck and Bus Corporation (“MFTBC”) (collectively, the “Parties”).

b.   a description of the transaction;

The notification relates to the anticipated combination of Hino and MFTBC under a newly established holding company (the “Proposed Transaction”).

c.   a description of the business activities of the merger parties worldwide and in Singapore;

Hino

Globally, Hino manufactures and supplies commercial vehicles such as light commercial vehicles (“LCVs”) (carries a max laden weight (“MLW”) of less than or equals to 5 tonnes (including light duty trucks), medium duty trucks (carries a MLW of above 5 tonnes to 16 tonnes) (“MDTs”), and heavy duty trucks (carries a MLW above 16 tonnes) (“HDTs”), as well as light to heavy-duty buses. Hino is also active in the production of industrial and automotive engines and spare parts. In Singapore, Hino distributes and supplies all commercial vehicles and services parts only through its exclusive distributor, Borneo Motors (Singapore) Pte. Ltd. (“Borneo”).

MFTBC

MFTBC’s main activities worldwide involve the development, design, manufacture, sale, purchase, import and export of trucks, buses, and industrial engines. MFTBC manufactures and supplies LCVs, MDTs and HDTs, as well as light to heavy-duty buses. In Singapore, MFTBC sells trucks and buses via Goldbell Engineering Pte. Ltd. (“GE”).

d.   a description of the overlapping goods or services, including brand names;

Hino and MFTBC overlap only in the supply of trucks in Singapore. In relation to trucks, Hino and MFTBC overlap in the following goods in Singapore:

a.   LCVs; 

b.   MDTs; and 

c.   HDTs 

(collectively, the “Relevant Markets”). 

e.   a description of substitute goods or services from demand-side and supply-side considerations;

From a demand-side perspective, there is limited substitutability as the use-cases are different, though the Parties observe that there may be some substitutability between MDTs and HDTs respectively. 

From a supply-side perspective, there is some degree of substitutability as single vehicle platforms can be developed to cover a range of MLW which can include multiple segments. 

f.   the applicant’s views on:

       i.   definition of the relevant market(s);

The Parties submit that the relevant product markets for the purposes of this notification are the markets for the supply of: 

(a)   LCVs (MLW ≤ 5 tonnes) 

(b)   MDTs (5 tonnes < MLW ≤ 16 tonnes); and 

(c)   HDTs (MLW > 16 tonnes). 

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

Across each of the Relevant Markets, there are other significant competitors to the Parties. There are also new entrants globally from Chinese and Korean manufacturers, especially with electrification of the industry, who have significantly accelerated their entry into the Relevant Markets in response to increasing demand for cleaner vehicles. Further, the Parties observe that there is little brand loyalty by end-customers and end-customers often switch between different suppliers in each of the Relevant Markets. 

       iii.   barriers to entry and countervailing buyer power; and

Low barriers to entry and expansion 

There are low barriers for competitors to enter or expand in the Singapore truck market. Competitors with distribution networks in Singapore for other vehicle types can leverage their existing distribution network to enter or expand in the Relevant Markets with little additional cost. Moreover, global competitors without an existing network in Singapore can enter the Singapore market by appointing a new general distributor at little cost. 

Ease of switching and high countervailing buyer power 

Customers are typically sophisticated and usually obtain estimates from multiple brand dealers and conduct individual negotiations with several truck manufacturers. The costs associated with switching truck suppliers are not significant. 

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

Coordinated effects

The Proposed Transaction will not give rise to any coordinated effects in any of the Relevant Markets. Amongst other things, there are a number of global competitors which could enter the Singapore market, which would make any attempt at coordination unsustainable.

Non-coordinated effects

The Proposed Transaction will not give rise to any non-coordinated effects in any of the Relevant Markets. Existing competitors will continue to act as a strong constraint. Both end-users and distributors can exercise countervailing buyer power as there is little brand loyalty by end-customers, and end-customers often switch between different suppliers in each of the Relevant Markets. There are also strong new global competitors (notably Chinese and Korean manufacturers) who have significantly accelerated their development of electric commercial vehicles in response to increasing demand and have entered or are likely to enter the Singapore market.

Vertical and conglomerate effects

The Proposed Transaction does not entail the transfer of business on markets that are downstream from the manufacture and supply of trucks outside of Japan. Therefore, no vertically integrated firm will result from the merger, and input foreclosure in favour of the Parties’ own subsidiary is not possible. Further, no competitor is dependent on the Parties for producing or marketing their products. 

The Proposed Transaction will also not give rise to any conglomerate effects in any of the Relevant Markets. From a demand-side perspective, customers acquire vehicles according to their specific needs. It is therefore unlikely that the vast majority of customers (who are sophisticated and have large countervailing buyer power in any event) will need to purchase vehicles collectively. 

Decision:

7 October 2025

Following its assessment, CCS has concluded that the Proposed Transaction, if carried into effect, will not infringe the section 54 prohibition of the Competition Act 2004.