If your client operates a port terminal in Limassol and is acquiring a French freight forwarder with a Cyprus customer book, Cyprus merger control applies. That is the operative lesson from ΕΠΑ 20/2025, File No. 08.05.001.025.015, decision dated 16 April 2025, in which the Επιτροπή Προστασίας Ανταγωνισμού (Commission for the Protection of Competition — ΕΠΑ) cleared DP World Limited's acquisition of Herport SAS without conditions.
The Transaction
The sellers were a group of individual shareholders and holding entities — Frederic Poret, David Poret, Marie Poret (as heirs of René Poret), Luxin SAS, Pacomax France, Glen SAS, Parocam SAS, Swing SAS, and OTWT SAS. ΕΠΑ 20/2025, para. 8. On completion, DP World will hold exclusive, permanent control over Herport through DP World Logistics. ΕΠΑ 20/2025, para. 9.
DP World is a globally operating port and terminal company incorporated under UAE law. In Cyprus, the group operates through DPW Limassol Ltd, which runs a multi-purpose terminal at Limassol comprising three berths and providing break-bulk, general cargo, Ro-Ro, Oil & Gas, and passenger terminal services. ΕΠΑ 20/2025, para. 3. Critically, DPW Limassol itself does not generate turnover from contract logistics or freight forwarding in Cyprus — that activity sits in other DP World Group subsidiaries. ΕΠΑ 20/2025, para. 3.
Herport SAS is a French-incorporated group specialising in international transport and freight forwarding logistics, operating across national and international freight forwarding services. ΕΠΑ 20/2025, para. 3. Its Cyprus turnover for 2023 derived entirely from freight forwarding services. ΕΠΑ 20/2025, para. 18.
The Cyprus Merger Control Framework
The governing statute is Ο ΠΕΡΙ ΕΛΕΓΧΟΥ ΤΩΝ ΣΥΓΚΕΝΤΡΩΣΕΩΝ ΕΠΙΧΕΙΡΗΣΕΩΝ ΝΟΜΟΣ ΑΡΙΘΜΟΣ 83(Ι)/2014 (the Law on the Control of Business Concentrations). The Law establishes a mandatory pre-completion notification regime administered by the EPA.
Notification threshold. Article 10 of the Law requires notification where a concentration meets the size criteria in Article 3, which includes the Cyprus-specific turnover thresholds. Here, both DP World Group and Herport recorded Cyprus turnover above €3.5 million in the reference year. ΕΠΑ 20/2025, para. 17. That alone triggered mandatory notification, regardless of whether the deal had EU-dimension status.
DP World Logistics filed the notification on 28 March 2025. ΕΠΑ 20/2025, para. 1. The EPA published notice in the Official Gazette of the Republic on 4 April 2025, as required by Article 10. ΕΠΑ 20/2025, para. 5. The Minister of Energy, Commerce and Industry was separately notified on 31 March 2025 under Article 16. ΕΠΑ 20/2025, para. 4.
Procedural track. Following notification, the EPA's Service (Υπηρεσία) conducted a preliminary assessment under Article 17 and submitted a written report to the Commission on 14 April 2025, setting out its reasoned opinion on compatibility. ΕΠΑ 20/2025, para. 6. The Commission then evaluated the full administrative file.
The SIEC test. Substantive review under Articles 20 and 21 of the Law asks whether the concentration would significantly impede effective competition (SIEC) in Cyprus or a substantial part of it. This mirrors the EU Merger Regulation standard and is applied by reference to market shares, structural features of the affected markets, and potential horizontal, vertical, or conglomerate effects.
Concentration definition. The EPA confirmed the transaction constitutes a concentration within Article 6(1)(α)(ii) of the Law, as it results in DP World acquiring exclusive control over Herport on a permanent basis through DP World Logistics. ΕΠΑ 20/2025, para. 13. It also qualifies as a concentration of major significance under Article 3. ΕΠΑ 20/2025, para. 14.
Market Definition: Freight Forwarding Services
The EPA defined the relevant product market as freight forwarding services. Freight forwarding means organising the transport of goods on behalf of clients, encompassing customs clearance, warehousing, and ancillary ground services.
The EPA applied a body of EU Commission precedents to reach this definition. The principal references were:
- M.9221 CMA CGM/CEVA (paras. 10–11)
- M.8564 COSCO SHIPPING/OOIL (para. 23)
- M.8330 Maersk Line/HSDG (para. 38)
- M.8120 Hapag-Lloyd/UASC (paras. 26–27)
- M.7630 FedEx/TNT Express (paras. 23–25)
- M.6059 Norbert Dentressangle/Laxey Logistics (paras. 17–18)
ΕΠΑ 20/2025, paras. 19–41 (market definition section).
The EPA noted that freight forwarding can in principle be further subdivided — for example by mode of transport (air, sea, road) or by direction (import/export). However, consistent with the EU Commission's practice in the cited cases, the EPA found it unnecessary to subdivide the market for the purpose of this assessment, because the competitive outcome would be the same at any level of segmentation. ΕΠΑ 20/2025, paras. 19–41.
Geographic market. The EPA defined the geographic market as the Republic of Cyprus. This is a national market definition, applied on the basis that competitive dynamics in freight forwarding at the customer level are primarily local, and both parties' relevant Cyprus-sourced revenues arose from services provided to customers in Cyprus. ΕΠΑ 20/2025, paras. 19–41.
Competitive Assessment
With the relevant market defined, the EPA assessed whether the transaction created or strengthened a dominant position, or otherwise significantly impeded effective competition.
Horizontal overlap. Both DP World Group (through its freight forwarding subsidiaries other than DPW Limassol) and Herport are active in freight forwarding services in Cyprus. This creates a horizontal overlap — the only competitive dimension that needed analysis.
The Annex I threshold under the Law is a standard screening tool: where the combined market share of the merging parties in any relevant market falls below 15%, the transaction does not produce an "affected market" and substantive competition concerns are unlikely. Here, the combined share was comfortably below that level. ΕΠΑ 20/2025, paras. 19–41.
No vertical relationships. DPW Limassol operates the terminal; it does not itself provide freight forwarding. The terminal services and freight forwarding markets occupy different levels of the supply chain, but the EPA found no vertical relationship that raised concerns in this case. ΕΠΑ 20/2025, para. 3.
No conglomerate concerns. The EPA identified no portfolio effects or conglomerate concerns arising from the combination of DP World's port terminal activities with Herport's freight forwarding operations. ΕΠΑ 20/2025, paras. 19–41.
SIEC assessment. Applying Articles 20 and 21 of the Law, the Commission found no significant impediment to effective competition in the Republic of Cyprus or any substantial part of it. The low combined market share, the absence of affected markets, and the absence of vertical or conglomerate concerns all supported this conclusion.
Decision
The decision was adopted on 16 April 2025 by all four members: Eva Pantzari (President), Aristos Aristeidou Palouzas, Neofytos Mavronikolas, and Ioanna Sapidou. ΕΠΑ 20/2025, para. 42. No conditions or remedies were imposed.
Practitioner Takeaways
This decision is a clean application of Cyprus merger control to an international deal with an indirect Cyprus nexus. Several points bear attention for practitioners advising cross-border clients.
On notification triggers:
- Cyprus merger control is triggered by turnover, not by the parties' country of incorporation or the location of the target.
- Where both parties record Cyprus turnover above €3.5 million, notification under Article 10 of the Law is mandatory, even if the deal has no EU dimension and even if the acquiring party's Cyprus operations are primarily in a different sector (here, port terminals rather than freight forwarding).
- The notification obligation falls on the acquirer — here, DP World Logistics filed. Advisers should identify the correct notifying entity within a multi-tier corporate structure early in deal planning.
On market definition:
- The EPA applies EU Commission market definition precedents directly. For logistics deals, the starting framework is freight forwarding as a single product market, subject to possible sub-segmentation by transport mode.
- Geographic scope is national (Cyprus) for customer-facing services, consistent with EU Commission practice in the cited cases.
- If your deal involves a port operator acquiring a logistics or freight forwarding business, expect the EPA to treat terminal services and freight forwarding as separate relevant markets and to analyse any vertical overlap carefully.
On the SIEC test and affected markets:
- The 15% combined share threshold in Annex I is the key early screening point. A combined share below 15% means no affected market, which substantially reduces the analytical burden.
- Where the combined share is low and there are no vertical or conglomerate concerns, the EPA's preliminary assessment procedure under Article 17 is sufficient — no Phase II investigation was opened here.
- The EPA's procedural timeline is tight: notification on 28 March, report on 14 April, decision on 16 April — less than three weeks from notification to clearance.
On deal planning:
- Map Cyprus turnover for all group entities at the outset of due diligence, not just the primary acquiring vehicle.
- Factor Cyprus notification into your global merger control workstream. Cyprus clearance was obtained alongside (or as part of) the broader regulatory timeline for this transaction.
- The Official Gazette publication on 4 April 2025 means there is a public record of Cyprus notifications. Competitors and market participants can monitor these filings.
FAQ
Q: What is the Cyprus merger notification threshold under Law 83(I)/2014?
Both parties to the concentration must each have Cyprus turnover above €3.5 million in the relevant financial year for the notification obligation under Article 10 to be triggered. The threshold applies on a group basis — all Cyprus revenues of the acquiring group are aggregated, not just the revenues of the direct acquirer. ΕΠΑ 20/2025, para. 17.
Q: How does the EPA define the relevant market in freight forwarding cases?
The EPA follows EU Commission precedent, defining freight forwarding services as the organisation of goods transport for clients, including customs clearance, warehousing, and ground services. The geographic market is the Republic of Cyprus for customer-facing freight forwarding activity. Further sub-segmentation by mode of transport is considered but typically not required unless market shares at the broader level create concerns. ΕΠΑ 20/2025, paras. 19–41; EU Commission M.9221 CMA CGM/CEVA, M.8564 COSCO SHIPPING/OOIL.
Q: What does the SIEC test require and how is it applied in Phase I?
The SIEC test under Articles 20 and 21 of the Law asks whether the concentration would significantly impede effective competition in the Republic of Cyprus. In Phase I, the EPA's Service conducts a preliminary assessment under Article 17 and prepares a written report. Where the combined market share falls below the Annex I affected market threshold of 15% and no vertical or conglomerate concerns arise, the Commission can clear the deal under Article 22 without opening a full investigation. ΕΠΑ 20/2025, paras. 6, 42.
Q: Does a port terminal operator's Cyprus turnover count toward the merger notification threshold even if it does not provide freight forwarding?
Yes. The turnover threshold under Article 10 of the Law is applied on a group-wide basis and covers all activities generating Cyprus revenues, not just revenues in the market where the horizontal overlap arises. DPW Limassol's terminal revenues contributed to DP World Group's Cyprus turnover figure for threshold purposes, even though DPW Limassol itself does not provide freight forwarding. ΕΠΑ 20/2025, paras. 3, 17.
Every answer carries its citation. Primary sources, not summaries.
For primary-source access to ΕΠΑ 20/2025 and the full text of Law 83(I)/2014, visit omnilaw.ai.
