European Commission blocks merger of South Korean shipyards

The European Commission has prohibited, under the EU Merger Regulation, the acquisition of Daewoo Shipbuilding and Marine Engineering (DSME) by Hyundai Heavy Industries Holdings (HHIH).

The commission said the merger between the two South Korean shipbuilders would have created a dominant position by the new merged company and reduced competition in the worldwide market for the construction of large LNG carriers.

The parties did not formally offer remedies to address the commission's concerns.

Executive Vice-President Margrethe Vestager, in charge of competition policy, said that given that no remedies were submitted, the merger would have led to fewer suppliers and higher prices for large vessels transporting LNG.

The decision, which was handed down on Thursday, January 13, follows an in-depth investigation by the commission of the proposed transaction, which would have combined DSME and HHIH.

The commission said both companies are global leaders in the construction of large LNG carriers, and two of the three largest players in this very concentrated market.

During the investigation, the commission received feedback from a large number of customers, competitors and other third parties. These companies were concerned that the transaction would create a company with a dominant position in the worldwide market for the construction large LNG carriers, reduce competition, and increase prices for these vessels.

The commission's decision is based on the following considerations:

• The parties enjoy very large and increasing market shares – The combined market shares of the parties are very large. The combined entity would have been by far the largest player in the world, in an already concentrated market. The parties' combined market shares would be of at least 60 per cent, which in itself is an indicator of a dominant position in the market. Furthermore, the combined market shares of DSME and HHIH have been increasing in the past 10 years.
• Very few alternatives for customers – Besides the parties, there is only one other large competitor in the market. However, this competitor's capacity would not have been sufficient to act as a credible constraint on the new company resulting from the merger. A fourth independent shipbuilder has limited activities in the large LNG carriers market and focuses on domestic projects. The remaining shipbuilders would not be able to constrain price increases as demonstrated by the fact that they did not contract any large LNG carrier in recent years.
• Limited capacity in the market – The commission conducted a detailed demand and supply analysis, which shows that the combined entity would have held a pivotal position in the market, as the capacity of the remaining competitors would not have covered the projected market demand.
• Very high barriers to entry and no buyer power – Large LNG carriers are highly sophisticated and differentiated vessels that are extremely complex to build. Entering the market and successfully operating in it is very difficult. Several exits were observed in recent years and no significant new entry is expected. In addition, the large LNG carriers customer base is generally fragmented, with typically small orders. Customers have a very limited choice of shipbuilders as possible suppliers.
• No impact of the coronavirus pandemic – The commission assessed the impact of the coronavirus pandemic on the market and found that demand for large LNG carriers was not affected by the pandemic. Furthermore, future demand outlook is very positive.

The transaction was notified to the commission on November 12, 2019, and the commission opened an in-depth investigation on December 17, 2019. Since then, the deadline of the procedure was suspended three times due to the failure of HHIH to provide the commission with information requested in a timely manner.