EU Launches Full Antitrust Probe Into MSC–BlackRock Bid for Barcelona Container Terminal

The European Commission has launched an in-depth investigation into the proposed acquisition of joint control over Terminal Catalunya (TERCAT) by Terminal Investment Limited Holding (TIL) and Hutchison Ports, citing preliminary concerns that the transaction could lead to higher prices and reduced service quality at Barcelona’s critical container gateway.

TERCAT operates the Barcelona Europe South Terminal (BEST), the main deep-sea gateway for cargo to and from Barcelona and its inland areas. TIL, a leading port operator jointly controlled by Mediterranean Shipping Company (MSC), the world’s largest ocean carrier, and investment firm BlackRock, seeks to acquire joint control alongside current operator Hutchison Ports, the ports division of Hong Kong-based conglomerate CK Hutchison Holdings, in a deal that has raised red flags among EU competition authorities.

The Commission’s preliminary investigation indicates the transaction may significantly reduce competition in container terminal services at Barcelona, with the merged entity potentially engaging in what regulators describe as “partial foreclosure” of MSC’s competitors. Such discriminatory treatment could lead to higher prices, delayed berth access, and limited availability of cranes and storage space for competing liner shipping companies.

“Container terminal services at the port of Barcelona are an important input for the provision of container liner shipping services for cargo to and from Barcelona and its hinterland,” the Commission stated in its announcement. Regulators noted that foreclosed shipping companies would have limited options to switch to the port’s other deep-sea container terminal, Terminal de Contenedores de Barcelona, which is operated by Maersk.

The transaction was notified to the Commission on November 5, 2025, triggering a standard preliminary review period. Following today’s decision to open Phase II proceedings, the Commission now has 90 working days—until April 30, 2026—to reach a final decision on the deal.

The Barcelona terminal acquisition is separate from but predates a larger $22.8 billion transaction announced in March 2025, in which CK Hutchison agreed to sell its 80% stake in Hutchison Ports Holding to the BlackRock-TIL consortium. That broader deal, which encompasses 43 ports in 23 countries and includes strategically important facilities at both ends of the Panama Canal, has become highly politicized amid U.S.-China tensions.

“This [broader] deal appears to be a major win for MSC, which secures additional capacity in several key markets,” said Eleanor Hadland, Drewry’s Lead Analyst for Ports and Terminals, back in March. “We do however expect the regulatory processes to extend for at least a year, and foresee competition authorities taking a particular interest in the Northwest Europe, Spain and Panama markets.”

The Barcelona investigation represents one of three ongoing Phase II merger reviews currently before the Commission, alongside proposed acquisitions in the nickel and music industries. Full-scale EU investigations typically last around four months or longer and can result in firms offering concessions, including divestments, to address competition concerns and secure regulatory approval.

MSC’s existing terminal portfolio, which includes a 70% stake in TIL and various other holdings, handled over 70 million TEUs in 2023. If approved, the combined acquisition of Hutchison’s global port operations would position MSC as the world’s leading container terminal operator, leapfrogging current market leaders with a truly global network spanning multiple continents.

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