The Competition Authority and the Market ruled on October 10 not to start an investigation into the acquisition of up to 33% percent of the capital of the RINA classification and certification company by the Italian Fund. d' Investimento SGR (FII), investment company of the Group Cassa Depositi e Prestiti (CDP) ( of the August 4 2023). In the measure, the AGCM recalls that the object of the acquisition by FII, on behalf of and in the interest of FICC and FICC II funds, is the joint control of RINA together with the entity that the state controls in the exclusive control of the latter, i.e. Italian Naval Register, the non-profit private law institution having the mission to contribute to the interest of the community and the safeguarding of human life and the environment, and by promoting and carrying out activities and initiatives in this regard.

The transaction provides that an exclusive subsidiary newco from FII, as the manager of the two funds, will carry out the minority investment, up to a maximum of around 33%, in RINA through the subscription of one or more capital increases. "Under the new RINA statute, it is reminiscent of the antitrust authority-that newco will enjoy (both in assemblies and in the consilient premises, through the directors designated by it, equal to three out of a total of eight or nine)," the company said in a written notice. of veto rights on matters of strategic significance (such as the approval of the annual budget and business plan, changes to the powers of the CEO as well as the management of the highest ranking managers). "

Looking at what the effects of the operation will be, the AGCM noted that " with regard to horizontal overlays, these occur in the activities of : engineering consultancy, with aggregate quotas that do not exceed [ 1-5% ] or are widely less than 1% considering, respectively, a national or world geographic scope ; certification, with aggregate shares, almost entirely attributable to the input of RINA, of [ 10-15% ] about or less than 1% even here considering, respectively, a national or world geographic scope ; testing, with aggregate shares of less than 1% in both the national and world spheres. Instead, horizontal overlaps in the case of naval classification and certification activities and inspection are not recorded. Also from a horizontal point of view-the measure-even if one wanted to consider a single product market that would reward the five specific services analyzed above (engineering consultancy, certification, classification / naval certification, inspection and testing), the aggregate shares of the parties remain attested on negligible values, equal to [ 1-5% ] approximately at national level and broadly below 1% globally. "

"Any vertical-type relationships may identify where we consider that some CDP Group companies are among the many and heterogeneous customers who purchase the services rendered by RINA ; any such way," the AGCM said. relationships are not such as to produce significant competitive effects, in particular of limitation to access of inputs and / or clientele, stall the limited market shares of the parties as well as the negligible share of purchases of the CDP Group for the procurement of such services (estimated for each market less than [ 1-5% ] even in the narrowest national scope). "

" In the light of the foregoing considerations, therefore, the concentration under review does not appear to be suitable to significantly impede effective competition in the markets concerned and to determine the constitution or the strengthening of a dominant position ".