Hitachi / Thales merger inquiry
The Competition and Markets Authority (CMA) investigated the anticipated acquisition by Hitachi Rail, Ltd of Thales SA’s Ground Transportation Systems Business.
Phase 2
Contact
Please send written representations about any competition or public interest to [email protected].
Administrative timetable
Referral date: 23 December 2022
Statutory deadline: 6 October 2023
- (27.7.23)
Case closure summary
18 November 2024: On 31 July 2024, Hitachi Rail completed the sale of the divestment business to Mer Mec S.p.A.. This brings the merger investigation to a close.
- (18.11.24)
Remedy Group appointed
8 December 2023: The CMA has appointed the Remedy Group.
Stuart McIntosh (Chair), Susan Hankey, Sir Kenneth Parker and Karthik Subramanya.
Final undertakings
7 December 2023: The CMA has accepted final undertakings and additional final undertakings, and the reference has now been fully determined.
- (7.12.23)
- (7.12.23)
- (7.12.23)
- (7.12.23)
Amendments/consents granted (to December 2023 Final undertakings)
- (22.2.24)
Direction to appoint a hold separate manager
22 November 2023: Pursuant to paragraph 3.5 of the interim undertakings offered by Hitachi Rail, Ltd on 3 August 2023, the CMA directed Hitachi Rail, Ltd to appoint a hold separate manager.
- (29.11.2023)
Notice of proposal to accept final undertakings
17 November 2023: The CMA gives notice of the proposal to accept final undertakings and to accept additional final undertakings and is inviting comments on the proposed draft undertakings by 5pm on Friday 1 December 2023.
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(17.11.2023)
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(17.11.2023)
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(17.11.2023)
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(17.11.2023)
Final report
5 October 2023: The CMA has published the final report.
- (5.10.23)
- (5.10.23)
4 October 2023: The CMA has announced its final decision.
- (4.10.23)
- Press notice: Hitachi Rail to sell part of mainline signalling business allowing merger to proceed (4.10.23)
Responses to addendum provisional findings
- (5.9.23)
- (5.9.23)
Addendum provisional findings
23 August 2023: The addendum provisional findings outlines the Group’s revisions to the provisional SLC finding in the provisional findings report in relation to the supply of communications-based train control signalling systems in the UK. The CMA has provisionally concluded that the anticipated acquisition by Hitachi Rail, Ltd of Thales SA’s Ground Transportation Systems Business will not result in a substantial lessening of competition in relation to the supply of communications-based train control signalling systems in the UK.
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(23.8.23)
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(23.8.23)
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Press release: CMA narrows scope of concerns in rail signalling merger (23.8.23)
Directions to appoint a monitoring trustee
8 August 2023: Pursuant to paragraph 3.5 of the interim undertakings offered by Hitachi Rail, Ltd on 3 August 2023, the CMA directed Hitachi Rail, Ltd to appoint a monitoring trustee.
- (18.8.23)
Interim undertakings
3 August 2023: The CMA has accepted undertakings offered by Hitachi Rail, Ltd pursuant to section 80 of the Enterprise Act 2002 in relation to the anticipated acquisition by Hitachi Rail, Ltd of Thales SA’s Ground Transportation Systems Business.
- (10.8.23)
Amendments/consents granted (to August 2023 Interim Undertakings):
- (29.11.23)
Notice of extension of statutory period
- (27.7.23)
Responses to provisional findings
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(19.7.23)
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(19.7.23)
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(19.7.23)
Responses to possible remedies
- (27.7.23)
- (11.7.23)
- (4.7.23)
- (27.7.23)
- (30.8.23)
- (30.8.23)
Provisional findings
8 June 2023: The CMA has provisionally found competition concerns as part of its in-depth investigation of the anticipated acquisition by Hitachi Rail, Ltd of Thales SA’s Ground Transportation Systems Business.
- (12.6.23)
- (12.6.23)
- (8.6.23)
- (8.6.23)
- (8.6.23)
- Press notice: Merger could mean Network Rail and TfL lose out on digital signalling options (8.6.23)
Parties’ voluntary submissions
The Parties made voluntary submissions on various competition issues being investigated in the inquiry.
- (18.5.23)
- (6.4.23)
- (6.4.23)
- (6.4.23)
- (6.4.23)
- (19.4.23)
- (19.4.23)
ORR submission
The Office of Rail and Road has made a voluntary submission to the CMA on various competition issues being investigated in the inquiry.
- (6.4.23)
Initial submissions made by the parties
The Parties have provided their initial submissions on what they consider to be the key points for consideration by the phase 2 Inquiry Group.
- (6.2.23)
Issues statement
17 January 2023: The issues statement sets out the scope of the inquiry. It outlines initial theories on what might be adversely affecting competition, but it does not set out findings or conclusions. The deadline for submissions on the issues statement is 5:00pm, 31 January 2023.
- (17.1.23)
Notice of extension of inquiry period
Notices of termination extension under section 39 (4) of the Enterprise Act for failure to respond to the questions issued under s109 of the Enterprise Act with a deadline of 12 January 2023.
- (14.3.23)
- (14.3.23)
Notices of termination of extension under section 39 (4) of the Enterprise Act for failure to respond to the questions issued under s109 of the Enterprise Act with a deadline of 6 January of 2023.
- (14.3.23)
- (14.3.23)
Notices of extension under section 39 (4) of the Enterprise Act for failure to respond to the questions issued under s109 of the Enterprise Act with a deadline of 12 January 2023.
- (13.1.23)
- (13.1.23)
Notices of extension under section 39 (4) of the Enterprise Act for failure to respond to the questions issued under s109 of the Enterprise Act with a deadline of 6 January of 2023.
- (9.1.23)
- (9.1.23)
Inquiry group appointed
23 December 2022: The CMA has appointed the inquiry group.
Stuart McIntosh, Susan Hankey, Sir Kenneth Parker and Karthik Subramanya.
Terms of reference
23 December 2022: The CMA has referred the anticipated acquisition by Hitachi Rail, Ltd of Thales SA’s Ground Transportation Systems Business, for an in-depth investigation.
- (23.12.22)
Statutory timetable
| Phase 1 date | Action |
|---|---|
| 9 December 2022 | Phase 1 decision announced |
| 14 October to 28 October 2022 | Invitation to comment |
| 14 October 2022 | Launch of merger inquiry |
Phase 1
Reference decision
23 December 2022: The CMA has referred the anticipated acquisition by Hitachi Rail, Ltd of Thales SA’s Ground Transportation Systems Business, for an in-depth investigation, on the basis that, on the information currently available to it, it is or may be the case that this merger may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom.
- (23.12.22)
Reference unless undertakings accepted
9 December 2022: The CMA has decided, on the information currently available to it, that it is or may be the case that this merger may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom. This merger will be referred for a phase 2 investigation unless the parties offer acceptable undertakings to address these competition concerns.
- (17.1.23)
- (9.12.22)
- Press release: Rail signalling deal could push up fares for passengers
Launch of merger inquiry
14 October 2022: The CMA announced the launch of its merger inquiry by notice to the parties.
- (14.10.22)
Invitation to comment: now closed
14 October 2022: The CMA is considering whether it is or may be the case that this transaction, if carried into effect, will result in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002 and, if so, whether the creation of that situation may be expected to result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.
To assist it with this assessment, the CMA invited comments on the transaction from any interested party.
Updates to this page
Published 14 October 2022Last updated 18 November 2024 + show all updates
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Case closure summary published.
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Derogation letter published
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Remedy Group appointed
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Final undertakings published
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Direction to appoint a hold separate manager and derogation published.
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Notice of proposal to accept final undertakings published
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Final decision full text published
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Final decision summary published
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Third party responses to addendum provisional findings published.
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Letters published
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Addendum provisional findings report published
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Notice of addendum to provisional findings published
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Directions to appoint a monitoring trustee published.
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Interim undertakings
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Notice of extension and Parties’ response to Remedies Notice published
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Responses to possible remedies published
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ORR response to possible remedies published
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Provisional findings report published.
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Summary of provisional findings, Notice of provisional findings and Notice of possible remedies
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Parties’ observations on ORR’s submission published
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Party submissions published.
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Response to issues statement and parties voluntary submissions published.
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Updated administrative timetable and re-issued notices of extension of inquiry period for Hitachi and Thales for 6 and 12 January published to the page.
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Initial submission made by the parties published.
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Issues statement and full text of phase 1 decision published.
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Notices of extension published.
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Notice of extension of inquiry period published.
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Administrative timetable published.
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Inquiry group appointed.
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Decision to refer to Phase 2 and terms of reference published.
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Summary of phase 1 decision published.
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First published.