Hitachi’s anticipated purchase of Thales’ rail infrastructure business could lead to higher fares in future, the CMA has found.
Signalling systems are used across mainline rail and urban metro routes – such as the London Underground – to control the movement of trains, supporting the safety and reliability of services. Hitachi Rail Ltd (Hitachi) and Thales SA’s Ground Transportation Business (Thales) are both large global suppliers of signalling systems for both mainline and urban tracks. Hitachi announced a €1.7 billion deal to acquire the Thales Ground Transportation Business in August 2021.
The supply of mainline signalling in Great Britain is currently undergoing significant change. A recent market study carried out by the Office of Rail and Road (ORR) found that supply of mainline signalling in Great Britain suffered from a lack of competition, with the market essentially being limited to only two suppliers – Siemens and Alstom. ORR made a number of recommendations intended to increase competition from alternative suppliers, such as Hitachi and Thales.
The principal UK customer for mainline signalling, Network Rail is putting in place a new tendering process for its next major signalling procurement (the Train Control Systems Framework) to implement these recommendations. In parallel, the introduction of digital technology will drive one of the most significant modernisation programmes in the nearly 200-year history of Britain’s railway infrastructure.
The Competition and Markets Authority (CMA) is concerned that the deal between Hitachi and Thales could eliminate a credible competitor from the new tendering process for mainline signalling, just when both firms are expected to offer much-needed additional competition.
In urban signalling, Thales has a strong position within the UK market, as the largest provider of Communication Based Train Control (CBTC) signalling projects for Transport for London (TfL) services. While Hitachi has a much smaller position in the UK at present, it is one of a limited number of rivals with the capabilities to challenge Thales for these projects in future.
The resulting loss of competition across both mainline and urban signalling markets could increase costs for Network Rail and TfL and have an adverse knock-on effect on taxpayers and passengers.
Hitachi now has an opportunity to submit proposals to resolve the CMA’s concerns or the deal will face a more thorough Phase 2 investigation.
Colin Raftery, Senior Mergers Director at the CMA, said:
“Network Rail currently spends close to £1 billion annually on mainline rail signalling – and this is expected to increase in future, as equipment needs to be replaced and the UK transitions to digital signalling.
“The cost of signalling, and its critical role in the safe and efficient running of our railways, makes it important that we ensure that future tenders can deliver value for money.
“This deal involves two of the main competitors for future mainline rail and urban metro signalling projects, so the loss of competition could risk higher costs and lower quality services, which would ultimately come at the expense of taxpayers and passengers.”
On Friday Thales provided an update on the situation, saying: “Thales (Euronext Paris: HO) and Hitachi have been making steady progress towards the completion of the proposed acquisition by Hitachi Rail of Thales’s Ground Transportation Systems (GTS) business. Since the project was announced in August 2021, the two Groups have secured more than 2/3 of the regulatory approvals necessary for the transaction to proceed, including achieving merger clearances in 9 out of the 13 required jurisdictions. Hitachi Rail is currently in discussion with the European Commission’s Directorate-General for Competition (DG Competition) with a view to securing approval of the transaction in the European Union.
“On 9 December, the UK’s Competition and Markets Authority (CMA) announced its intention to open a “Phase II” review of the transaction. The parties are reviewing the decision, but, as a result, it is now likely that the closing of the transaction will occur in the second half of 2023, instead of early 2023.
“Thales and Hitachi Rail strongly believe in the competitive benefits of the transaction, which will deliver value for customers in the rail signalling and mobility sectors in the UK, Europe and globally. The two companies remain committed to working with all regulatory bodies to ensure the successful close of the transaction as soon as possible.”
For more information, visit the Hitachi / Thales case page.
