The Italian Competition Authority (AGCM) authorised the acquisition of 100% of the share capital of Terminal San Giorgio (TSG) held by the Gavio group by part of the Ignazio Messina & C. taking note of the remedies proposed last April 13 by the parties with the addition of amendments to the shareholders' agreement between the Messina group and Marinvest, a company indirectly controlled by the Mediterranean shipping group Shipping Company (MSC). The operation had already been authorised in 2024 subject to certain requirements aimed at possible anti-competitive effects, but a new The investigation was launched after successive rulings of the Lazio Regional Administrative Court and the Council of State ( of 5 July 2023, of 5 March 2024, of 17 February and 21 April 2026).

The investigation was aimed at ascertaining whether the integration between the Genoese multipurpose terminal Terminal San Giorgio, specialized in rolling stock traffic, with the activities of Ignazio Messina & C., which operates maritime transport services of containers and rolling stock as well as in intermodal logistics and other fields and which also operates a multipurpose terminal in the port of Genoa, could alter the conditions of competition in the maritime connections to and from Genoa. In addition, the relationships between the various companies operating on the main routes of the Tyrrhenian Sea and the effects that could derive the integration between terminal activities and maritime transport.

The AGCM considered that the measures proposed last April are "able to eliminate any form of influence of Marinvest TSG management deriving from the Business Terminal, and in its original version and in the one covered by the remedies at the time imposed, and, therefore, suitable for sterilizing vertical effects of the operation". "In this regard - specifies the pronouncement of the Antitrust Authority - notes, First of all, the fact that terminal activity attributable to TSG will not be kept inside the Terminal Business, but conferred in a new company. This solution in fact, it strengthens the safeguards aimed at sterilizing the control of Marinvest. Secondly, it should be noted that, as a result of the amendments to the current pact proposed by the parties - and the consequent statutory adjustments -, the chairman of the Board of Directors and the CEOs of IM&C will be appointed exclusively by GM without any prior consultation with Marinvest - as well as in addition to the proposed by the parties, with other companies of the MSC group - averting the risk that 'administrators as a They may still have an incentive to avoid policies contrasting with the interests of Marinvest'. Thirdly place, the power to appoint all members of TSG's Board of Directors is attributed exclusively to the Chairman of the Board of Directors and the CEOs of IM&C without any prior consultation with Marinvest - as well as in addition to what the parties have proposed - with other companies of the MSC group and with the Board of Directors of IM&C. These subjects may not (at the same time) hold positions in MSC, nor will they be able to having done so in the previous three years. Where they are adopted fully similar provisions also with reference to the other top TSG figures, understood as the other subjects who have TSG management powers, not only will it be avoided, for the the configuration of qualified personal ties between MSC and TSG, but also any possible leverage of MSC on previous ties".

"Fourthly," the pronouncement continues, "to the members of the Board of Directors and to the aforementioned top management figures of TSG will be assigned in all TSG management powers, including the approval of budgets, business plans and investments. In addition, the TSG's budget and business plan will be approved independently by the board of directors, without approval by IM&C (and therefore also by Marinvest/MSC). This provision is aimed at preventing 'Marinvest from continuing to maintain a voting power on strategic documents related to the management of the business terminal', as stigmatized by the Council of State in regarding the previous governance of TSG's Terminal Business".

The Antitrust Authority also examined the objections made by the Grimaldi shipowners' group through Grimaldi Euromed, which had presented an appeal accepted by the Regional Administrative Court for Lazio obtaining first the annulment of the measure and then the confirmation by the Council of State, and had requested and obtained to participate to the last proceeding initiated by the AGCM. In particular, Grimaldi contested the incorrect definition of the geographical scope within to assess the competition between port terminals and the underestimation of the horizontal effects of the merger, arguing that the transaction would significantly strengthen the market position of the Messina group in services terminals for rolling stock. In addition, for Grimaldi the changes to the Shareholders' agreement proposals were not sufficient to eliminate Marinvest's influence on asset management terminals.

On the other hand, considering that the measures proposed, on the whole, are appropriate to ensure that TSG's operational and strategic management is placed under the exclusive control of the Messina group, "which, while having the ability to implement input strategies foreclosure, however, would not have the incentive as operator that does not compete with Grimaldi in the markets downstream of the transport of rolling stock and therefore would not have any benefit adoption of such strategies", the AGCM resolved to authorise the concentration on condition that Ignazio Messina & C. gives full and effective execution of the measures proposals within fifteen days of notification of the measure.

The Italian Competition Authority has also authorized the transaction consisting of the acquisition from part of the same MSC group, through the company wholly owned subsidiary SAS Shipping Agencies Services Sarl (SAS), sole control of a newly established company in which Jobson Italia will be conferred, and the participations to be holdings in its subsidiaries, and United Arab Shipping Engineering & Ship Repair Services LLC (UASC UAE).

Jobson Italia is the main operating company of the Asso group and is mainly active in the sectors of maintenance, repair and overhaul and refitting services in the maritime, oil & gas and industrial sectors, and is also active in the rolling stock maintenance sector through its subsidiary Jobson Rail Srl. UASC UAE is headquartered in Dubai and is active in marine engineering and repair services naval level. Upon completion of the transaction, SAS will hold 64% of the share capital of the new company, while the remaining 36% will be held by the members of Asso.

According to the AGCM, the transaction does not raise any particular critical issues competitive as the presence of the MSC group in the market ship repair and maintenance is currently very with shares of less than 1%, while companies acquired hold modest shares both at European and world. The Antitrust Authority has also assessed the possible vertical effects deriving from the integration between the activities ship maintenance and maritime transport services, logistics and terminal operations operated by MSC, noting that the presence of numerous competing operators and the reduced weight of Jobson Italia and UAE UAE in the maintenance market lead to the exclusion of the risk of foreclosure effects or significant restrictions of the competition.