Thursday, 24 October 2013 08:29

Decision 577/2013

Decision on the prior notification of concentration dated 31.05.2013 according to articles 5 - 10 of law 3959/2011 by the companies "TERNA Energy SA" and "PPC SA" concerning the change of joint control over the company "Waste Syclo Waste Management Services SA"

Decision 577/2013
File (PDF) Decision 577/2013
Date of Publication of Decision October 24th, 2013
Issue Number of Government Bulletin
Relevant Market

Electricity Generation and Supply, Construction of Electricity Generation Units, Construction of Waste Management Facilities and Mechanical Biological Treatment Units, Waste Management

Subject of the Decision

Merger

Legal Framework

Phase ΙΙ (article 8 par. 4 and 8 L. 3959/2011)

Operative part of the Decision

Clearance with commitments

Notifying company/ies

1. TERNA Energy SA

2. PPC SA
Controlled

Waste Syclo Waste Management Services SA

Summary of Decision

The HCC in Plenary, with its decision No. 577 / VII / 2013, unanimously approved the concentration notified by the companies "PPC SA" and "TERNA ENERGY SA" regarding the change of the joint control exercised over the company "Waste Syclo Waste Management Services SA" (with the entry of TERNA ENERGIAKI as a new shareholder in the position of URBASER SA), under the following terms and conditions, based on the commitments undertaken by the parties, in order not to cast doubt on the compatibility of this concentration with the operating requirements of competition, in particular in the relevant markets: (a) provision of waste management services and (b) production / supply of electricity at the wholesale level. Indicatively, the commitments refer to the prevention of dissemination of sensitive information and the possibility of equal (non-privileged) access to the facilities and infrastructure of PPC SA for the joint undertaking and its competitors.

In particular, the notifying parties, PPC and TERNA ENERGY, undertook the following commitments:

1) The joint company Waste Syclo Waste Management Services SA, as well as the companies PPC SA. and TERNA Energy SA, undertake to maintain confidentiality, to refrain from disclosing and to prevent the exchange of commercially sensitive information between themselves or between some of them. Also, within thirty days from the notification of the present, they are obliged to implement a mechanism to ensure the prevention of the exchange of commercially sensitive information between PPC SA and TERNA Energy SA and among them and Waste Syclo Waste Management Services SA and to inform the Competition Commission accordingly.

Particularly:

A) The notifying parties commit that the participation of any natural person with any form of employment (employment contract, project contract, etc.) in the unit of the company that is responsible for processing the company's participation in the market of Daily Energy Planning and taking relevant decisions in this context will be absolutely incompatible for his participation in the Board of Directors of Waste Syclo Waste Management Services SA.. The secondment of any executive who is employed or occupied in any way in the participation of PPC or TERNA in the Daily Energy Planning market, to Waste Syclo Waste Management Services SA will also be considered incompatible.

B) The members of the Board of Directors and the employees of the joint company Waste Syclo Waste Management Services SA undertake to sign a confidentiality agreement according to which any Confidential Information received during the performance of their duties will not be disclosed outside Waste Syclo Waste Management Services SA, both during and for two (2) years after their loss of employment status / termination of their employment in it, in any way.

2) The joint company Waste Syclo Waste Management Services SA will not be active in the production and supply of electricity at the wholesale level from any other source other than waste management.

3) The access of the joint venture to the facilities and infrastructure of PPC SA or its subsidiaries / affiliates, must take place under reasonable and non-discriminatory commercial terms (equal and non-preferential access).    

4) Waste Syclo Waste Management Services SA will offer andsupport its operations in autonomous systems (especially autonomous computer system).

The notifying parties will duly inform the Competition Commission of the undertaking / implementation of these commitments.

In case of non-compliance with the above terms and conditions, the HCC threatens a fine of up to ten percent (10%) of the total turnover of the companies that undertook the commitments.

The full Phase II investigation process had been launched for this concentration.

Judicial Means Final. No judicial proceedings.
Decisions by the Court of Appeal of Athens (Administrative Division) -

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