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Decision 770/2022 | |
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| File (PDF) | Decision 770/2022 |
| Date of Issuance of Decision | March 15th, 2022 |
| Issue Number of Government Bulletin | |
| Relevant Market |
The merger concerns the natural gas transmission market (primary market), with the Greek territory as its geographical scope, and the natural gas distribution market, with a geographical scopecovering a) the Prefecture of Attica in which the natural gas distribution network is developed and operated exclusively by “ATTICA GAS DISTRIBUTION COMPANY S.A.” b) the Prefectures of Thessaloniki-Thessaly where the relevant natural gas distribution networks are developed and operated exclusively by the “GAS DISTRIBUTION COMPANY THESSALONIKI-THESSALIA S.A.” and c) the rest of Greece where “PUBLIC ENTERPRISE OF GAS DISTRIBUTION NETWORKS S.A.” exclusively develops and operates natural gas distribution networks, with the exception of other regions in the rest of Greece where other distribution networks of third companies are developed and operating. |
| Subject of the Decision | Clearancedecisiononthenotifiedconcentration, accordingtoarticle 6 (1 to 3) ofL. 3959/2011, asinforce, concerningtheacquisitionofsolecontrolbythecompanyunderthename “ITALGASNEWCOS.R.L”, awhollyownedsubsidiaryof “ITALGASS.P.A.”, overthecompanyunderthename“DEPAINFRASTRUCTURES.A.” andthroughthelatter, alsooveritsthreesubsidiaries, namelythecompanies“ATTICAGASDISTRIBUTIONCOMPANYSOCIETEANONYME” (d.t. “ATTICAGASDISTRIBUTIONCOMPANYS.A., "GASDISTRIBUTIONCOMPANYTHESSALONIKI-THESSALIAS.A.”and“PUBLICENTERPRISEOFGASDISTRIBUTIONNETWORKSS.A.”in the natural gas transmission and distribution market, following therelevant Opinion under ref. no. 2427/14.3.2022 of the Commissioner-Rapporteur, I. Stefatos. |
| Legal Framework |
Articles 6-8, L. 3959/2011 |
| Operative part of the Decision |
ByitsunanimousDecision, adoptedinplenary, theHellenicCompetitionCommission approves, according to article 8(3) of L. 3959/2011,asinforce, thenotifiedacquisitionofsolecontrol, accordingtoarticle 6(paras. 1 to 3) ofL. 3959/2011, by the company under the name “ITALGAS NEWCO S.R.L”, a whollyowned subsidiary of “ITALGAS S.P.A.”, over the company under the name “DEPA INFRASTRUCTURE S.A.”and through the latter, also over its three subsidiaries namely the companies“ATTICA GAS DISTRIBUTION COMPANY S.A.”, “GAS DISTRIBUTION COMPANY THESSALONIKI-THESSALIA S.A.” and“PUBLIC ENTERPRISE OF GAS DISTRIBUTION NETWORKS S.A.” as this concentration, although falling within the scope of article 6(1) of L.3959/2011, as in force, does not raise serious concerns as to its compatibility with competition rules in the individual markets concerned, namely the natural gas transmission and natural gas distribution markets in Greece |
| Company(ies) concerned |
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| Summary of Decision | According to the Decision, although the gas transmission market is theoretically an upstream market to the gas distribution market in the sense that natural gas is transported through the National Natural Gas System (ESFA) and is channeled (through the ESFA Exit Points) to the final distribution networks, the Hellenic Gas Transmission System Operator (DESFA), the system operator of ESFA which is controlled by the CDP Group of companies (and can be described as a passive investor in the acquiring company ITALGAS) is not contracted directly with the Gas Distribution Network Operators for the purposes of the transmission and distribution of gas (which is performed by third-party companies-ESFAusers) and therefore, the usual vertical supplier-customer relationship between DESFA and the subsidiaries EDAA, EDA THESS and DEDA does not exist.Therefore, the merger is not likelyto lead competitors of EDAA, EDA THESS and DEDA to input foreclosure, while conversely there is no issue of customer foreclosure regarding the access of DESFA competitors to customers, which in any event do not exist due ESFA’s natural monopoly in our country. The companies EDAA, EDA THESS and DEDA, as operators of natural gas distribution networks in Greece,must ensure non-discrimination as between network users or classes of network users, equal access ofnatural gas Suppliers and Customers to the network and/or connection to the network to those who request it, in accordance with the terms and conditions laid down by law and supervised by the Regulatory Authority for Energy (RAE). The merger does not provide to DESFA the capacity and incentive to limit the development of ESFA in such a way as to adversely affect the development and ultimately the interconnection of other distribution networks managed by competitors of EDAA, EDA THESS and DEDA. In addition, the merger does not bring about any change either in the structure of the wholesale gas supply market or in the structure of the retail gas supply market as none of the parties is active in these markets, whereas CDP group’s participation in ENI group,which controls the ZENITH, a natural gas retailer, is of a passive investor nature. Finally, for the sake of completeness, it is noted that the access to the ESFA network as well as to the gas distribution networks and the pricing of such access are regulated by Law 4001/2011as well as by the regulatory decisions issued by the Regulatory Authority for Energy (RAEthe sector-specific regulator). |
| Judicial Means | - |
| Decisions by the Court of Appeal of Athens (Administrative Division) | - |
Tuesday, 15 March 2022
Decision 770/2022
Clearancedecisiononthenotifiedconcentration, pursuanttoarticles 5-10 of L.3959/2011, as in force, concerningtheacquisition of sole control bythe company under the name“ITALGAS NEWCO S.R.L”, a whollyowned subsidiary of “ITALGAS S.P.A.”, overthecompanyunderthename“DEPA INFRASTRUCTURE S.A.”and through the latter, also over its three subsidiaries (jointly with DEPA INFRASTRUCTURE, the “Target Companies”), namely the companies a) “ATTICA GAS DISTRIBUTION COMPANY SOCIETE ANONYME” (d.t. “ATTICA GAS DISTRIBUTION COMPANY S.A.”, b) “GAS DISTRIBUTION COMPANY THESSALONIKI-THESSALIAS.A.” (d.t. “EDA THESS”) and c) “PUBLIC ENTERPRISE OF GAS DISTRIBUTION NETWORKS S.A.” (d.t. “DEDA”).