Background
      
            

On 12 June 2025, Vossloh notified the Autorité de la concurrence of its plan to acquire exclusive control of Sateba. Following a careful examination of the effects of the transaction, which notably involved consulting the main stakeholders in the rail infrastructure sector, the Autorité has cleared the transaction, subject to a commitment proposed by Vossloh in order to address the competition risks identified in the market for the supply of turnout systems in France.
      
      

                
          
        
            The parties to the transaction



Vossloh Aktiengesellschaft (hereinafter “Vossloh”) is a German company that operates in almost 30 countries, including France, in the rail infrastructure sector, primarily as a supplier of turnout and fastening systems.



The Sateba group (hereinafter “Sateba”) is fully owned by Villé Holding Participation, which itself is owned by US private equity firm Towerbrook Capital Partners. Sateba operates in the rail infrastructure sector, primarily as a supplier of concrete sleepers and supports.

The specific features of the sector concerned and the delineation of the relevant markets



A railway track comprises several components that enable trains to move. The various components must interact with each other, in order to meet the technical and safety requirements of the network.
      
      
      

                
          
              


      
      

                
          
        
            

Taking into account those specificities and the need for rolling stock to be interoperable, the Autorité used, in line with existing practice, a market definition based on the degree of assembly of the different rail infrastructure components, and therefore examined the markets for systems, sub-systems and components. An overview of those markets is presented in the diagram below, with the blue indicating where Vossloh is active and the green indicating where Sateba is active:
      
      
      

                
          
              


      
      

                
          
        
            The Autorité identified risks of harm to competition through vertical effects between turnout systems and concrete supports



First, the Autorité ruled out, at the end of its competitive analysis, any risks of harm to competition through horizontal or conglomerate effects in France.



The Autorité also looked at the risks posed by the transaction in terms of vertical links between the parties’ operations in France. Three vertical links are created by the transaction: (i) turnout system components and fastening systems; (ii) fastening systems and pre-assembled sleepers; and (iii) concrete supports and turnout systems.



The investigation ruled out any risk of harm to competition in respect of the first two vertical links, insofar as the new entity will not have the ability to implement foreclosure strategies.



However, the investigation was not able to rule out a risk of harm to competition in respect of the third vertical link between concrete supports and turnout systems. Sateba holds a key position in concrete supports, while Vossloh holds a strong position in the supply of turnout systems. In view of those positions, the investigation identified a risk of the new entity refusing to supply concrete supports, which are an essential input for turnout systems, to Vossloh’s competitors on the market for the supply of turnout systems in France.



Consequently, the Autorité concluded that a risk of harm to competition through vertical effects could not be excluded.



 

Vossloh proposed a commitment to address the risks of vertical effects identified by the Autorité



To address the risks of harm to competition identified, Vossloh has entered into a behavioural remedy for five years, which can be renewed once.



Under the terms of the commitment, the new entity will supply concrete supports to Vossloh’s competitors on the market for the supply of turnabout systems in France at fair, reasonable and non-discriminatory commercial, pricing and non-pricing conditions.



In light of the commitment made by Vossloh, the Autorité cleared the transaction following the phase 1 examination.
      
      
      

                
          
        
          
            Decision 25-DCC-220 of 29 September 2025
      
          
            on the acquisition of exclusive control of the Sabeta group by the Vossloh group
      
        
                  
            
            The full text of the decision (in French) will be available soon
      
          
              
      

                
          
  
    Contact(s)
          
                
          
              
          
        
              


      
      
      
  
    
      
            Nicola Crawford
      
      
            Communication officer
      
    
    
      
            +33155040151
      
      
     Contact us by e-mail

Vossloh's Acquisition of Sateba Approved with Conditions

On June 12, 2025, Vossloh notified the French competition authority of its intention to acquire exclusive control of Sateba. After a thorough examination, the authority cleared the transaction, subject to a commitment from Vossloh to address identified competition risks.

Vossloh, a German company, operates in the rail infrastructure sector, while Sateba, owned by Villé Holding Participation and Towerbrook Capital Partners, specializes in concrete sleepers and supports. The authority's analysis focused on the vertical links between the two companies' operations, particularly concerning turnout systems and concrete supports.

The investigation found no horizontal or conglomerate competition risks but identified potential vertical risks, particularly regarding the supply of concrete supports, which are essential for turnout systems. To mitigate these risks, Vossloh proposed a five-year behavioral remedy to ensure fair access to concrete supports for its competitors.

With this commitment, the French competition authority approved the acquisition following a phase 1 examination, allowing Vossloh to proceed with the transaction.



Vossloh's Acquisition of Sateba Approved with Conditions

The French competition authority has approved Vossloh's acquisition of Sateba, contingent upon commitments to mitigate competition risks in the rail infrastructure sector.