Proposed Acquisition by ANA Holdings Inc of Nippon Cargo Airlines Co., Ltd.

Notifying Parties:

ANA Holdings Inc and Nippon Cargo Airlines Co., Ltd.

Notifying Date:

7 December 2023

Summary of transaction:

(i) the names of the merger parties;

Acquirer: ANA Holdings Inc (“ANAHD”)

Target: Nippon Cargo Airlines Co., Ltd. ("NCA")

(together, the "Parties")

(ii) a description of the transaction;

On 7 March 2023, Nippon Yusen Kabushiki Kaisha (“NYK”), the current owner of NCA, publicly announced that a memorandum of understanding was reached with ANAHD to transfer the entire share capital of NCA to ANAHD. On 10 July 2023, NYK publicly announced that a definitive agreement was executed by NYK and ANAHD for the transfer of all of the share capital of NCA, which, if successful, will make NCA a wholly-owned subsidiary of ANAHD.

The transaction will occur via a share exchange. ANAHD will acquire 100% of the issued shares in NCA and NYK will acquire a stake in ANAHD (the "Proposed Transaction").

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

ANAHD

ANAHD is publicly listed on the Tokyo Stock Exchange. It is the holding company for the ANA Group. The ANA Group leverages a global network and worldwide customer platform to operate in the following business segments: air transportation, airline related services (e.g. ground handling and maintenance), travel services (e.g. ticketing and travel options), trade and retail (imports/exports, merchandise, online shopping), and other services.

The primary business focus for ANAHD has historically been air passenger transport. The business activity of relevance to the Proposed Transaction is ANAHD’s operations in international air cargo transport. ANAHD utilises dedicated cargo planes (commonly referred to as “freighters”) as well as passenger planes to transport international air cargo. ANAHD also provides some ‘forwarding’ services.

ANAHD provides both international air passenger transport and air cargo transport to and from Singapore.

NCA

NCA operates in the international air cargo transport business. NCA is Japan’s sole cargo-only airline company, offering air freighting and handling services for a diverse range of cargo types including from small packages to food, drugs, super-precision machinery and works of art - that are generally considered difficult to transport. NCA is able to transport oversized cargo, helicopters, perishable cargos, vehicles, horses and sensitive cargo.

NCA performs scheduled air cargo transport as well as non-scheduled international air cargo transport through the use of freighters on Japanese domestic and international flight routes.

NCA provides these services to and from Singapore.

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

According to the Parties, the overlapping service is international air cargo transport.

As airlines, ANAHD and NCA provide air cargo transport services to ‘forwarders’. Forwarders are actors in the international air cargo transport market that provide logistics services for senders and recipients of air cargo (“consignors” and “consignees”) but are not responsible for the actual air transport of the cargo. Forwarders are generally large commercial logistics companies.

The following brand names are used in Singapore by the Parties:

ANAHD

• ALL NIPPON AIRWAYS;

• ANA;

• ANA CARGO EXPRESS SINGAPORE PTE. LTD.; and

• ANA Courier Express Pte.,Ltd.

NCA

• Nippon Cargo Airlines Co., Ltd. (NCA) Singapore Branch.

(v) a description of substitute goods or services;

Demand-side substitutability

According to the Parties, the primary substitutes to international cargo being transported by air, is international cargo being transported by land (truck or rail) and sea. Forwarders will generally offer the choice to consignors and consignees for the mode of transport that the consignor wishes to use (if there are multiple options). If not, the forwarder is able to consider the most appropriate mode of transportation to meet the consignor or consignee’s requirements.

Supply-side substitutability

According to the Parties, within air cargo transport, many airlines are so-called “combination airlines” that own both freighters and passenger aircraft for the transport of air cargo. These airlines usually arrange their capacity by considering the capacity of both freighters and passenger aircraft bellies altogether, and price their services according to factors such as capacity availability, market demand and delivery time etc., without differentiating between these two types of aircraft when providing services. The decision on which flight to use is merely based on the amount of cargo demand and the airline’s supply of cargo space at the time of the consignment of carriage. Either type of aircraft is substitutable in the international air cargo business.

(vi) The applicant's views on:

a. definition of the relevant market(s);

Product Market

It is the Parties’ view that the relevant product market is the supply of international air cargo transport.

Geographic Market

It is the Parties’ view that the relevant horizontal overlap between the Parties for international air cargo transport is air cargo transport on the Japan-Singapore and Japan-Singapore routes.

Demand Substitutability

In terms of demand substitutability, according to the Parties, international air cargo transport is more flexible than air passenger transport as transferring cargo between cities is common practice. In this regard, the Parties submit that routes between different cities can satisfy the same or similar demands for air cargo transportation.

Supply Substitutability

In terms of supply substitutability, according to the Parties, the combination of routes between two countries of an airline usually include routes with different departure cities and destination cities. This is because the air transport industry is a network industry, and the combination of different destinations brings economic feasibility and increases the hub development and network accessibility of an airline company. In Singapore’s case, the destination city for imports and origin city for exports remains the same, however cargo going to or from Japan may come from any number of cities. Hence, according to the Parties, the relevant geographic scope for air cargo services is wider than that for air passenger services and can be defined as a market between countries or regions.

b. the way in which competition functions in this market:

The Parties submit that the international air cargo business is a largely commoditised business and therefore has strong competition between all of the airlines. Competition occurs in three primary areas:

1. Pricing;

2. Network flexibility (destination times); and

3. Services.

c. barriers to entry and countervailing buyer power

Barriers to entry

According to the Parties, for businesses aspiring to enter the air cargo market, the barriers to entry are relatively low, resulting in intense competition within this market.

For airlines that are already providing air passenger transport that wish to enter the air cargo transport, this can be done without significant capital expenditure by utilising belly space on their aircraft and converting passenger aircraft into freighters.

Also, with the sophistication of the global aircraft leasing business, new companies are able to enter the air cargo business without the capital expenditure of purchasing aircraft by simply leasing aircraft and crews. The use of leased aircraft is also available to airlines already providing air cargo transport but who wish to expand their operations without purchasing further aircraft.

Countervailing buyer power

According to the Parties, it is easy and usually economically feasible for forwarders to switch between airlines. There is little cost and time required for a customer to switch to another air cargo transport airline and customers are therefore not sticky. Additionally, the fact that air cargo transport service contracts are normally concluded for a short duration and do not contain exclusivity clauses means that switching suppliers is made easier. Air cargo transport also seems to be less affected by national or brand loyalty than air passenger transport.

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

Non-coordinated effects

The Parties submit that the Proposed Transaction will not give rise to any non-coordinated effects as it is difficult for airlines providing international air cargo transport to differentiate themselves apart from capacity to transport specialised cargo as opposed to simply general air cargo.

Coordinated effects

The Parties submit that the Proposed Transaction will not give rise to coordinated effects for the supply of international air cargo transport in Singapore, in view of:

1. The large number of existing and potential global competitors who can, and do, supply cargo services to and from Singapore, and who will thereby be able to disrupt any coordinated behaviour;

2. The presence of global competitors facing mature home markets who have the ability and incentive to compete to win customers to and from Singapore;

3. The significant role of forwarders who are able to negotiate prices for short durations and for urgent requests are able to receive quotes from several airlines to determine the best choice; and

4. The strong countervailing buyer power of numerous customers.

 Vertical effects

According to the Parties, ANAHD has some freight forwarding capabilities, and the Parties offer some related capacity such as warehousing which is outsourced to a third party. The Parties submit that the limited vertical integration means that the Proposed Transaction will not have the effect of creating any ability of the merged entity to foreclose existing or potential competitors from competing, or restrict the options available to buyers in the market.

Conglomerate Effects

According to the Parties, conglomerate effects are not relevant to the Proposed Transaction. The Parties overlap in relation to air cargo transport. ANAHD already offers air passenger transport. There is no ability or incentive to leverage any market power from passenger services to cargo services and vice versa.

 Decision:

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

Supporting Documents:

24 May 2024

Read the Media Release.

Read the Grounds of Decision.

The validity period of CCCS’s clearance decision has been extended to 23 May 2026.