Airport Concessions / Development Ltd of TBI plc

OFT closed case: Anticipated acquisition by Airport Concessions and Development Limited of TBI plc.

Affected market: Airport services

No. ME/1437/04

The OFT's decision on reference under section 33(1) given on 29 December 2004


Airport Concessions and Development Limited (ACDL) is a newly incorporated company set up for the purpose of making a public offer to acquire TBI Plc.  It is 90 per cent owned by Abertis Infraestructuras S.A. (Abertis), a Spanish infrastructure company, with  the remaining 10 per cent minority interest being owned by AENA Desarrollo Internacional S.A. (AENA International), a subsidiary of AENA Aeropuertos Españoles y Navegación Aerea (AENA). ACDL has not traded except for entering into transactions relating to this anticipated acquisition.

TBI plc (TBI) owns and operates a number of airports including London Luton International, Cardiff International, Belfast International, Stockholm Svavsta and Orlando Sanford.  In addition, it currently manages three Bolivian airports under a concession agreement and has a minority interest in the company which manages Juan Santa María International airport in Costa Rica.  It also owns a hotel in Cardiff that is currently operated by the Hilton Group.  The UK turnover of TBI was approximately £131.3m in the financial year to 31 March 2004.


On 24 November 2004, ACDL announced its intention to make a recommended public offer (the Offer) to acquire the entire issued and to be issued ordinary share capital of TBI. 

This transaction was notified on 1 December 2004 and the 20-working day statutory deadline for consideration is 31 December 2004. 


As a result of this transaction Abertis (through ACDL) and TBI will cease to be distinct.  The UK turnover of TBI exceeds £70 million, so the turnover test in section 23(1)(b) of the Enterprise Act 2002 is satisfied.  The OFT therefore believes that it is or may be the case that arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation. 


The parties are engaged in airport services.  Airport services include provision of airport facilities, operational management of passengers and cargo and the provision of associated services. 

The parties supply airport services to airlines to be able to offer air transport services to consumers; and to other intermediaries to provide services to passengers and others who use those air transport services.

TBI is active within the UK, Sweden, the US and Latin-America. Abertis supplies airport services solely in Colombia. On the demand side, airline services depend on the demand by their customers and, insofar as the parties submit that passengers prefer to use an airport within a reasonable distance of their departure or arrival point, the geographic scope for competition would appear to be narrower than national. The fact that the parties provide airport management services in a number of different countries implies that, from the supply side perspective, airport services providers may compete on a wider basis, possibly globally. However, as any conclusion on this point does not impact on the competition assessment, it is not necessary to delineate further the relevant market.


No third parties expressed concerns.


The parties supply airport services. Considering the narrowest possible geographic segmentation, the parties do not have any overlapping activities in the UK.  Given the apparent ease of entry from one country to another, it is possible that airport groups constrain each other internationally, even if there is no geographic overlap. In any case, since Abertis and TBI only own and manage a small number of airports worldwide, their combined global share of airport services provision is negliglible.  The transaction does not raise any vertical competition issues.
Consequently, the OFT does not believe that it is or may be the case that the merger may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom.


This merger will therefore not be referred to the Competition Commission under section 33(1) of the Act.

Published 29 December 2004