Aurizon Holdings Limited

On 14 July 2022, the ACCC announced it had accepted an undertaking (the Undertaking) given by Aurizon Holdings Limited (Aurizon) pursuant to s 87B of the Competition and Consumer Act 2010 (Cth) in connection with Aurizon’s proposal to acquire 100% of One Rail Australia Holdings LP, a South Australian limited partnership between various entities managed by Macquarie Infrastructure and Real Assets Holdings Pty Limited (MIRA) and PGGM Infrastructure Fund (PGGM), which owns the entities that comprise One Rail Australia Pty Ltd (One Rail) (the Proposed Acquisition).

The ACCC concluded that, in the absence of this Undertaking, the Proposed Acquisition would have the effect, or be likely to have the effect, of substantially lessening competition in markets for the supply of rail haulage services for coal in NSW and Queensland.

Objective of the Undertaking

The objective of the Undertaking is to address the ACCC’s concerns as set out in the Undertaking that would otherwise arise as a consequence of the Proposed Acquisition.

The Undertaking aims to achieve this objective by placing obligations on Aurizon:

1. to ensure that the Divestiture Business is divested from Aurizon in a way which will result in the creation or strengthening of a viable, effective, stand-alone, independent and long term competitor, including in relation to above rail coal haulage in the Hunter Valley region of New South Wales and on the Central Queensland Coal Network;
2. to ensure the Divestiture Business has all the necessary associated assets and rights to compete effectively with Aurizon, including in relation to above rail coal haulage in the Hunter Valley region of New South Wales and on the Central Queensland Coal Network;
3. to maintain the economic viability, marketability, competitiveness and goodwill of the Divestiture Business prior to the divestiture;
4. to hold its interests in the Divestiture Business separate from its other assets and businesses pending divestiture of the Divestiture Business;
5. to appoint an Approved Independent Manager to oversee the Divestiture Business from the Control Date until completion of the divestiture of the Divestiture Business; and
6. to provide for the effective oversight of Aurizon’s compliance with this Undertaking.