CCS Raises Competition Concerns on the Proposed Transaction between SUTL Enterprise Ltd, One15 Marina KB Pte. Ltd. and Keppel Bay Pte Ltd.

1.      The Competition and Consumer Commission of Singapore (“CCS”) has completed its Phase 1 review of the proposed acquisition by SUTL Enterprise Ltd (“SUTL”), through its wholly-owned subsidiary One15 Marina KB Pte Ltd (“One15”), of the property and assets at Marina at Keppel Bay (“MKB”) from Keppel Bay Pte Ltd (“KB”) (collectively, the “Parties”) (the “Proposed Transaction”).

2.      CCS has identified potential competition concerns (see below) based on information received from the Parties and third-party feedback.

Background

3.      The SUTL group, which includes SUTL and One15, owns and operates ONE°15 Marina Sentosa Cove, a premium integrated marina offering berthing facilities and clubhouse amenities to its yacht and boatowners. The SUTL group, through One15, is looking to purchase assets at MKB (another premium marina) via the Proposed Transaction to take over as its new operator. Currently, MKB is operated and managed by KB, which is a wholly-owned subsidiary of Keppel Ltd., a global asset manager and operator with operating capabilities in infrastructure, real estate and connectivity. The Parties’ main overlap is in the provision of marina berths to customers in Singapore.

Competition Concerns

4.      CCS’s preliminary assessment (Phase 1 review) has found that the following competition concerns may arise from the Proposed Transaction:

a.     Third party feedback suggests that the Parties may be the closest competitors to each other given their marinas’ close proximity to each other and similar positioning in the market.

b.     The Parties would hold significant market shares post-merger.

c.      Other marinas may not be strong substitutes and therefore may not exert sufficient competitive constraint on the Parties.

5.      Taken together, CCS preliminary view is that the Proposed Transaction may enhance the combined operator’s ability to raise prices or reduce quality of berthing services offered at the two marinas. CCS therefore requires a more detailed and extensive examination of the effects of the Proposed Transaction.

6.      The Parties may now offer commitments to address the potential competition concerns of the Proposed Transaction raised by CCS. If no commitments are offered, CCS will proceed to an in-depth Phase 2 review of the Proposed Transaction upon CCS’s receipt of the relevant documents from the Parties. Commitments may also be offered at any time during a Phase 2 review. Further details on Singapore’s merger review process are available in Annex 1.

7.      Refer to CCS's public register for more information about the Proposed Transaction.

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Annex 1

About the Section 54 Prohibition under the Competition Act & Merger Procedures

Section 54 of the Competition Act 2004 (“the Act”) prohibits mergers that have resulted, or may be expected to result, in a substantial lessening of competition in Singapore. CCS is generally of the view that competition concerns are unlikely to arise in a merger situation unless:

• The merged entity has/will have a market share of 40% or more; or

• The merged entity has/will have a market share of between 20% to 40% and the post-merger combined market share of the three largest firms is 70% or more.

Merging entities are not required to notify CCS of their merger but they should conduct a self-assessment to ascertain if a notification to CCS is necessary. If they are concerned that the merger has infringed, or is likely to infringe, the Act, they should notify their merger to CCS. In such cases, CCS will assess the effect of the merger on competition and decide if the merger has resulted, or is likely to result, in a substantial lessening of competition (“SLC”) in Singapore.

Separately, CCS has the ability to conduct an investigation into an un-notified merger if there are reasonable grounds for suspecting that the merger infringes section 54 of the Act. In the event CCS finds that a merger situation has resulted or is expected to result in an SLC, CCS has powers to give directions to remedy the SLC. For example, CCS can require the merger to be unwound or modified to address or prevent the SLC, as the case may be. CCS may also consider issuing interim measures prior to the final determination of the investigation.

Phase 1 and Phase 2 Merger Review

A Phase 1 review entails a quick review and allows merger situations that do not raise competition concerns under the section 54 prohibition to proceed. CCS expects to complete a Phase 1 review within 30 business days. By the end of this period, CCS will determine whether to issue a favourable decision and allow the merger situation to proceed. If CCS is unable, at the end of the 30-day period, to conclude that the merger situation will not result in a substantial lessening of competition, CCS will inform the merger parties and the merger parties may file further information and supporting documents as listed in Form M2. Upon receipt of Form M2, CCS will proceed to a Phase 2 review.

A Phase 2 review entails a more detailed and extensive examination of the merger situation. While the principles of substantive assessment are the same, CCS will require access to more extensive and detailed information regarding the merger parties and the markets in question.

As the Phase 2 review is more complex, CCS will endeavour to complete a Phase 2 review within 120 business days.

Commitments

Section 60A of the Act states that CCS may, at any time before making a decision as to whether the section 54 prohibition has been or will be infringed, accept commitments that remedy, mitigate or prevent the substantial lessening of competition or any adverse effect arising from the merger situation. Where CCS has accepted a commitment, CCS will make a favourable decision.

Further details can be found in the CCS Guidelines on Merger Procedures.

For more information, please visit www.ccs.gov.sg.