Proposed Acquisition by ADB BVBA of Safegate International AB

Notifying Parties:

ADB BVBA, Safegate International AB and Fairford Holdings Private AB (collectively, the “Applicants”)

Notifying Date:

23 June 2015

Summary of transaction:

INFORMATION FOR THE CCS PUBLIC REGISTER
(COMPLETED BY THE APPLICANT(S))

            (i)        the names of the merger parties;

•              ADB BVBA (“ADB”); and

•              Safegate International AB (“Safegate”).

            (ii)        a description of the transaction;

            The notified merger involves the proposed acquisition by ADB of 100 per cent of the shares of Safegate from Fairford (the “Proposed Transaction”).

            (iii)       a description of the business activities of the merger parties worldwide and in Singapore;

The ADB group of companies comprises world leading airfield technology companies specialising in end-to-end, integrated and sustainable solutions for visual guidance. The companies include ADB BVBA, LUCEBIT and ERNI AGL. With a worldwide presence, and experience spanning 68 years in airfield lighting (“AFL”), the ADB Group offers an innovative portfolio and expertise that sets new standards in safety, performance, quality, and customer service. More than 2000 airports in 175 countries have chosen ADB as their preferred partner for airside operations.

Safegate is a leading airside solutions business providing docking guidance and AFL equipment and software, gate management and air traffic ground control solutions to airports globally. Safegate’s solutions are developed in Finland, Denmark, France, and at its headquarters in Sweden. Safegate is wholly-owned by Fairford and ultimately wholly-owned by Fairford Holdings Limited, a private investment company owned by the Osseiran Family Trust.

(iv)       a description of the overlapping goods or services, including brand names;

The overlapping goods and services are AFL systems (or AFL products and services). ADB’s stable of brands for AFL systems includes: ADB, LUCEBIT and ERNI. Safegate’s stable of brands for AFL systems includes Safegate, Thorn and Idman.

(v)        a description of substitute goods or services;

The Applicants submit that there are no other goods which may be substitutable with AFL systems from a customer’s perspective. AFL systems include remote controls and monitoring functions (e.g., to switch on and off the AFL) and AFL systems must withstand environmental conditions. As such, as an example, ordinary lighting found in the home environment is not substitutable for AFL.

(vi)       the applicant’s views on:

a.             definition of the relevant market(s);

The Applicants submit that the relevant market is the worldwide market for the supply of AFL systems or more specifically, AFL products and services.

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

The Applicants believe that the merger will not lead to a substantial lessening of competition in any market in Singapore, including, in particular, the market for the supply of AFL systems or products and services. This is because the market for the supply of AFL products and services is very competitive, characterised by a large number of suppliers and strong countervailing buyer power. Additionally, there is capacity globally which allows existing AFL manufacturers to increase their output, and sell into the Singapore market, without making major investments. This in turn enables the large and sophisticated customers to continue to exert significant pricing pressure on the combined entity post the Proposed Transaction.

Decision:

The proposed merger, if carried into effect, will not infringe the section 54 prohibition.

Decision Date:

29 January 2016

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Read Grounds of Decision

On 3 January 2019, CCCS accepted an application by ADB Safegate to vary the Commitments. The variation involves the addition of paragraph 1(dd) in Annex B. The varied Annex B can be found here, with no further amendments to the other parts of the Commitments.