Press Release 27/2024
December 6, 2024

The Merger
The Portuguese Competition Authority (AdC) has decided not to oppose the acquisition of joint control over Sotagus – Terminal de Contentores de Santa Apolónia, S.A. by Yilport Iberia, S.A. and GS Marítima, Lda. (Grupo Sousa), after the acquirers proposed commitments to address competition concerns raised by the merger as notified.
Yilport operates in the port and maritime transport sectors, particularly in cargo handling at port terminals and related activities. It is the concessionaire of the terminals that handle containers in Lisbon (Liscont and Sotagus), as well as terminals in Setúbal (Tersado and the Multifunções Terminal), Figueira da Foz, and Leixões (TCL) end is responsible for the majority of containerised cargo handled to and from mainland Portugal, excluding transhipment traffic.
Grupo Sousa, headquartered in the Autonomous Region of Madeira, operates through its subsidiaries in shipping, port operations, trucking, shipping agency, freight forwarding, logistics, towage, and warehousing. The group is also active in natural gas logistics, energy production, and tourism. Key activities include maritime transport operations with the Autonomous Regions of Madeira and the Azores, as well as West Africa, and joint control (with Grupo ETE) of TSA – Terminal de Santa Apolónia, Lda., the operator for Lisbon’s Multipurpose Terminal.
Sotagus, the target company, is currently solely controlled by Yilport and operates under a concession agreement with the Port Authority of Lisbon. It manages the Santa Apolónia port terminal, handling container and break-bulk cargo, with the concession set to expire in February 2026.

Competition Concerns
The AdC’s analysis concluded that the merger could raise horizontal and vertical competition concerns.
Horizontal concerns stem from Grupo Sousa gaining joint control over two competing terminals in Lisbon: the Multipurpose Terminal and the Santa Apolónia Container Terminal.
Vertical concerns arise from the potential risk of foreclosure, restricting competitors’ access to the Sotagus terminal—particularly current or potential rivals of Grupo Sousa in the maritime cargo transport market between Lisbon and the Autonomous Regions of Madeira and the Azores.

The Commitments
To address these concerns, Yilport and Grupo Sousa committed to a set of structural and behavioural remedies.
To mitigate horizontal risks, Grupo Sousa agreed to divest its stake in TSA – Terminal de Santa Apolónia, Lda., eliminating any structural links between the two competing terminals.
To address vertical concerns, Yilport and Grupo Sousa pledged to ensure specific tariff conditions at Sotagus. They committed to maintaining equitable conditions for competitors—current or potential—of Grupo Sousa in the maritime cargo transport market between Lisbon and the Autonomous Regions of Madeira and the Azores, thus avoiding foreclosure risks.
The AdC concluded that these commitments, by removing structural links between competing terminals and ensuring fair access to Sotagus, contribute to safeguarding competition in maritime cargo transport between Lisbon and the autonomous regions of Madeira and the Azores.