The Italian Competition Authority has an investigation has been launched against SAS - Shipping Agencies Services Sarl, a wholly owned subsidiary of the group Mediterranean Shipping Company (MSC), of Moby Spa, which is 51% owned by Onorato Armatori and 49% by SAS itself, and of Grandi Navi Veloci Spa (GNV), which is almost entirely controlled by SAS itself and by Marinvest of the MSC group, for to verify the existence of possible restrictions of competition following the acquisition of 49% of the share capital of Moby by SAS and the subsequent large funding granted by the latter to Moby. The AGCM announced that on Wednesday with the help of the Special Antitrust Unit of the Guardia di Finance, carried out inspections at the Moby and Grandi Navi sites Veloci, by Onorato Armatori and Marinvest.

In its decision, the antitrust authority recalls that, in order to financial difficulties, in 2020 Moby filed a petition with the Court of Milan for Composition - which was followed in 2021 by the filing of the plan composition with direct business continuity - for reach an agreement with their creditors. The Moby's arrangement - the AGCM clarifies - consisted of a complex restructuring and reorganization operation that involved also CIN, a company 100% controlled by Moby, which has initiated an arrangement procedure parallel to that of its Parent company. In this context, MSC has committed, on request of Onorato Armatori, to subscribe to an increase in the share capital of Moby up to the amount of 150 million euros, such as to involve the acquisition of a minority stake of 49% in Moby, provided that the composition with creditors plan was approved by the Court of Milan. This commitment, which did not include the acquisition of governance rights in Moby, was transposed into a multilateral agreement concluded in July 2022 between CIN, Tirrenia in Extraordinary Administration, Vincenzo Onorato, Moby and some creditor financial institutions.

In June 2023 - the AGCM further recalls - the approval decrees of the compositions of Moby and CIN have therefore become final, in under the previous agreements, in July 2023, SAS acquired a minority stake of 49% in Moby, which has no however, by virtue of the agreements reached, the purchase of governance rights that would enable SAS to acquire control (exclusive or joint) over Moby. Such control remained, in fact, in the hands of Onorato Armatori. Moby and Onorato, on the one hand, and SAS, on the other, subsequently entered into some agreements, which allowed Moby and Onorato to receive from SAS the financial provision necessary to extinguish the respective debt positions with a particular category of creditors (banks and bondholders) and to execute in advance the composition plans with savings for Moby compared to the originally predicted outcomes. At present, therefore, all creditors of Moby and CIN have been satisfied and the composition procedure is closed. The agreements, which are the subject of examination also by the European Commission, as the possible purchase of control of Moby by MSC would be has been subject to a notification obligation under the EC Regulation 139/20045, provide in particular: a) the transfer by Moby to a company of the MSC group of two ships ( the Moby Vinci and Sherdan) for a value of €109 million; b) a financing contract, signed between SAS and Moby on 7 December 2023, which provides for the granting of a loan of amount of €243 million to Moby by SAS, disburse by 12 December 2023 (the "Bridge Loan"); c) a pledge and option agreement, entered into by SAS and Onorato Shipowners at the same time as the financing contract, with which Onorato has undertaken to guarantee, independently and first request, the fulfilment of all Moby's obligations arising from the loan agreement with SAS. Especially the pledge and option agreement provides that Onorato shall constitute in pledge in favour of SAS the shares owned by it representing 51% of Moby's share capital. The contract pledge and option does not confer any voting rights on SAS and, in addition, in general, no administrative rights arising from the pledged (these rights will continue to be exercised by Onorato). The pledge and option agreement also provides for an option right to purchase the Moby shares held by Honored in favor of SAS, subject to a condition precedent. In the pledge may be enforced and the option may be be exercised only following non-payment by Moby and Onorato of the amounts due.

Finally, on 27 June 2024, the European Commission referred to the Italian authority, pursuant to Article 4, paragraph 4 of Regulation (EC) No 139/2004, the assessment of the concentration that would take place in the event of a Moby did not pay off its debt to SAS within the agreed terms.

In its assessment, taking into account the markets of the scheduled maritime transport of passengers, accompanying vehicles and rolling goods in which Moby and the MSC group operate with its shipping companies, the AGCM notes that "the markets in the which operate Moby and GNV are extremely concentrated and characterized by the presence of a small number of companies. They are characterised by significant barriers to entry, consisting of the high initial investment in the vessel, the need to have adequate ground spaces for parking and commercially attractive departing and arriving slots, as well as by the presence of incumbent operators who can enjoy a certain consumer loyalty. In this context - he notes the Italian Antitrust Authority -, the creation of a strong structural link between Moby and GNV, resulting from the acquisition of the 49% stake in SAS in Moby's capital, as well as the further link created by the large financing of SAS to Moby of December 2023, could be suitable for producing a deterioration of competitive dynamics in the markets in breach of Article 101 TFEU. Especially the acquisition of a minority stake of SAS in Moby could facilitate, also through contacts between the parties, the coordination of their respective trade policies. Furthermore, in the competitive scenario that is determined downstream of the acquisition of participation could be further weakened the incentives for competition between GNV and Moby, with the risk - in relevant markets in which those undertakings do not face significant competitive pressure - which is have effects of reducing the quantities offered, and price increase. The described structural bond could reduce, in fact, GNV's incentive to counteract any increases price by Moby and make overall less convenient for GNV's controlling shareholder a policy aggressive on the part of the latter. In this regard - specification the AGCM - the observed correlation between changes in the prices of tickets can already be purchased today for the next season on company sites and the possible reduction of the frequencies offered by GNV in the summer season appear prima facie indications of the hypothesized effects of restriction of competition. Lastly the acquisition of a minority stake of SAS in Moby appears potentially likely to depress competition even on the relevant markets on which GNV and Moby compete with Grimaldi, being able to favor the emergence of a collusive balance to the detriment of of consumers".

Specifying that the Italian market segments in which they operate Moby and the companies of the MSC group "represent the parties relevant aspects of the European market, also impacting on any operations of European companies, potentially interested', the AGCM explains that, "consequently, the case at issue in the the present proceeding appears to be liable to affect trade between the Member States of the European Union and integrate the extremes of a infringement of Article 101 TFEU'.

The Italian Antitrust Authority has therefore resolved to launch the investigation to ascertain the existence of violations of the under Article 101 of the Treaty on the functioning of the EU, with a procedure to be concluded by 31 March 2026.