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Published by: eurolex on Nov 27, 2010
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(Acts whose publication is not obligatory)
COMMISSION DECISIONof 24 July 2002declaring a concentration to be compatible with the common market and the functioning of theEEA Agreement(Case No COMP/M.2706
Carnival Corporation/P&O Princess)
(notified under document number C(2002) 2851)
(Only the English text is authentic)(Text with EEA relevance)
Having regard to the Treaty establishing the European Community,Having regard to the Agreement on the European Economic Area and in particular Article 57 thereof,Having regard to Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concen-trations between undertakings (
), as last amended by Regulation (EC) No 1310/97 (
), and in particularArticle 8(2) thereof,Having regard to the Commission Decision of 11 April 2002 to initiate proceedings in this case,Having given the undertakings concerned the opportunity to make known their views on the objectionsraised by the Commission,Having regard to the opinion of the Advisory Committee on Concentrations (
),Having regard to the final report of the Hearing Officer in this case (
On 27 February 2002, the Commission received notification pursuant to Article 4 of Council Regu-lation (EEC) No 4064/89 (the Merger Regulation) of a proposed concentration by which the UnitedStates-based undertaking Carnival Corporation (Carnival) intends to acquire control within themeaning of Article 3(1)(b) of the Merger Regulation of the British undertaking P&O Princess plc(POPC) by way of a public bid announced on 16 December 2001.30.9.2003 L 248/1Official Journal of the European Union
) OJ L 395, 30.12.1989, p. 1; corrigendum OJ L 257, 21.9.1990, p. 13.(
) OJ L 180, 9.7.1997, p. 1.(
) OJ C 233, 30.9.2003.(
) OJ C 233, 30.9.2003.
After examination of the notification, the Commission concluded that the notified operation fellwithin the scope of the Merger Regulation as amended and raised serious doubts as to its compat-ibility with the common market and the functioning of the EEA Agreement. On 11 April 2002, theCommission decided, in accordance with Article 6(1)(c) of the Merger Regulation and Article 57 of the EEA Agreement, to initiate proceedings in this case.
Following a thorough investigation of the case, the Commission has now come to the conclusionthat the proposed concentration will not create or strengthen a dominant position as a result of which effective competition in the common market and the functioning of the EEA Agreementwould be significantly impeded.
Carnival is a company active worldwide in maritime cruise operation, offering a broad range of cruise brands through Carnival Cruise Lines (CCL), Holland America Line (HAL), Costa Cruises(Costa), Cunard Line (Cunard), Seabourn Cruise Line (Seabourn) and Windstar Cruises (Windstar).Carnival operates around 40 ships in various geographic areas around the world.
POPC is also a company mainly active worldwide in maritime cruise operations, with around 20ships, marketed under the following brands: Princess Cruises (Princess), P&O Cruises, Swan Hellenic,Aida Cruises (Aida), Arkona, and A'Rosa. POPC is also active in river cruises. Carnival and POPC arecollectively referred to hereinafter as ‘the Parties’ (
On 16 December 2001, Carnival announced a unilateral preconditional public offer to acquire allthe shares of POPC. Carnival intends to acquire 100 % of POPC. Consequently, the notified opera-tion constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.
The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 5billion (
) (Carnival: EUR 4,05 billion; and POPC: EUR 2,62 billion). Each of them has an aggregateCommunity-wide turnover in excess of EUR 250 million (Carnival: EUR [500 to 750] * (*) million;and POPC: EUR [500 to 750] * million). POPC achieves more than two-thirds of its aggregateCommunity-wide turnover in the United Kingdom, but this is not the case for Carnival. The notifiedoperation therefore has a Community dimension within the meaning of Article 1(2) of the MergerRegulation.
On 18 March 2002 the Commission received a request from the United Kingdom, pursuant toArticle 9(2)(a) of the Merger Regulation, to refer the case as regards the market for the supply of cruise holidays in the United Kingdom to the competent United Kingdom competition authorities.The United Kingdom considered that the concentration would threaten to create a dominant posi-tion on such a market. As a result of this referral request, the period for a preliminary examinationunder Article 10(1) of the Merger Regulation was extended from one month to six weeks.30.9.2003L 248/2 Official Journal of the European Union
) The term ‘the Parties’ is used for drafting convenience: it does not support that the Parties dealt jointly with theCommission.(
) Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission notice on thecalculation of turnover (OJ C 66, 2.3.1998, p. 25). To the extent that figures include turnover for the period before 1January 1999, they are calculated on the basis of average ECU exchange rates and translated into EUR on a one-for-one basis.(*) Parts of this text have been edited to ensure that confidential information is not disclosed; those parts are enclosed insquare brackets and marked with an asterisk.
On 11 April 2002, the Commission decided to initiate proceedings pursuant to Article 6(1)(c) of theMerger Regulation finding that the operation raises serious doubts as to its compatibility with thecommon market in at least the national markets for the provision of oceanic cruises in the UnitedKingdom and Germany.
On 22 May 2002, the Commission communicated a Statement pursuant to Article 18 of the MergerRegulation (hereinafter: Statement of Objections) to Carnival. Carnival submitted on 18 June 2002 areply to the Statement of Objections (hereinafter: Carnival's Reply). On 3 June 2002 POPC submitteda reply to the Statement of Objections (hereinafter: POPC's Reply). Carnival and POPC bothinformed the Commission's Hearing Officer prior to 7 June 2002 that they would not exercise theirright to a formal oral hearing.
The Advisory Committee discussed the preliminary draft decision on 22 July 2002.
The operation relates to the provision of oceanic cruises for vacation purposes (
). This sectiondescribes the historic development of the industry and some of its fundamental characteristics.
The present-day cruise industry has its roots in the conversion of transatlantic liners from a meansof transport to leisure cruising, starting in the 1960s. The cruise industry grew rapidly during the1980s, with the larger cruise companies constructing ‘megaships’, and some smaller companiesacquiring second-hand ships. Since the mid-1990s some of the large cruise companies haveconstructed ‘post-Panamax’ ships, of over 100 thousand tonnes, so-called because they are too largeto pass through the Panama Canal. In 2001, the cruise industry comprised about 230 ships world-wide, a number expected to grow to around 260 in 2003. Ships are not tied to particular regions oritineraries, may be moved around the globe, and are acquired and chartered on an internationalbasis.
The four largest cruise operators worldwide are Carnival, Royal Caribbean Cruise Line (RCCL), POPCand Star Group (including Norwegian Cruise Line Limited (NCL). In terms of fleet size, Carnival,with 43 ships, is number one, Royal Caribbean, with 23 ships, is number two and the NCL/AsianStar group and POPC each have 18 ships. Carnival currently has 12 ships on order for the end of 2004. POPC currently has five ships on order for the end of 2004. RCCL has five ships scheduledfor delivery by the end of 2004; it has the youngest fleet of any cruise line (average age about fiveyears), and the world's largest ships (Voyager, Explorer, and Adventure, each with 3 100 berths).NCL/Star has one ship on order.
In 2001, there were approximately 7 million cruise passengers from North America (72 % of worlddemand), 1,9 million (20 %) from Europe and 800 000 (8 %) from Asia. In the United States cruisinghas achieved a much higher penetration rate than in Europe (United States: 2,2 %; ContinentalWestern Europe: 0,4 %) (
In the last few years, the cruise industry has seen much higher growth rates than have other typesof vacations. Growth is forecast to continue more rapidly in Europe than in the United States, but isgenerally expected to be between 8 % and 20 %.
In the United Kingdom a significant part of this growth was accounted for by the entry into cruisingof vertically integrated tour operators, beginning in 1994//95 with Airtours, quickly followed by Thomson, and, more recently, First Choice. These companies together carried about one third of allUnited Kingdom cruise passengers in 2000.30.9.2003 L 248/3Official Journal of the European Union
) As far as POPC's German subsidiary is concerned it also related to the provision of river cruises.(
) Figure refers to number of passengers cruising per year in relation to total population. (G.P. Wild: Fleet Changes, p.56).

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