Wednesday, 16 March 2022

Press Release - Clearance of the proposed acquisition of sole control over DEPA INFRASTRUCTURE SA

Subject: Approval of the notification of acquisition of sole control, by "ITALGAS NEWCO S.R.L", 100% subsidiary of "ITALGAS S.P.A." on company "DEPA INFRASTRUCTURE Sa" and through it, its three subsidiaries, companies "ATTICA GAS DISTRIBUTION COMPANY SA", "GAS DISTRIBUTION COMPANY THESSALONIKI-THESSALIA SA" and "PUBLIC ENTERPRISE OF GAS DISTRIBUTION NETWORKS SA". according to article 6 par. 1 to 3 of law 3959/2011, in the gas transmission and distribution market.

By its unanimous Decision No. 770/2022, the Hellenic Competition Commission (HCC) approved today, under Greek merger control rules, the proposed acquisition of sole control  by "ITALGAS NEWCO S.R.L", a subsidiary of the company " ITALGAS S.P.A. " controlled from the Italian government, on company "DEPA INFRASTRUCTURE SA" and through it, in its three subsidiaries, companies "ATTICA GAS DISTRIBUTION COMPANY SA", "GAS DISTRIBUTION COMPANY THESSALONIKI-THESSALIA SA" and "PUBLIC ENTERPRISE OF GAS DISTRIBUTION NETWORKS SA".  

The merger concerns first the natural gas transmission market (the primary one) with as geographical dimension the Greek territory and second the natural gas distribution market with as geographical dimension a) the Prefecture of Attica in which the natural gas distribution network is developed and operated exclusively by "ATTICA GAS DISTRIBUTION COMPANY SA" (EDAA) 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 SA" ( EDA THESSA)  and c) the rest of Greece where "PUBLIC ENTERPRISE OF GAS DISTRIBUTION NETWORKS SA" (DEDA) exclusively develops and operates natural gas distribution networks.

According to the Decision, although the gas transmission market is theoretically an upstream market to  the gas distribution market since 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 (and is a passive investor in the acquiring company Italgas) does not contract directly with the Gas Distribution Network Operators for the purposes of the transmission and distribution of gas (which is performed by ESFA  users, other 3rd party companies) and therefore, the classic vertical supplier-customer relationship between DESFA and the subsidiaries EDAA, EDA THESSA and DEDA does not exist. 

Therefore, there is no likelihood that the merger will block the access of competitors of EDAA, EDA THESSA and DEDA to inputs, while conversely there is no issue of customer foreclosure regarding the access of DESFA competitors to customers. The companies EDAA, EDA THESS and DEDA operators of natural gas distribution networks in Greece should not discriminate between the users or the network and in particular favouring any related companies whatsoever, and they should grant access to suppliers or customers of gas and connection to the network to those who request it, in accordance with the terms and conditions set out in the law and supervised by the Energy Regulatory Authority (RAE).

The merger does not provide the capacity and incentive to DESFA 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 THESSA and DEDA.

The merger also will not cause any change in the structure of the wholesale gas supply market or in the structure of the retail gas supply market as none of the participating parties are active in these markets while group CDP's participation in group ENI which controls the company ZENITH, a natural gas retailer, has the character of a passive investment.

In any case, it is pointed for completeness, 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 4001/2011 and by the regulatory decisions issued by RAE (the energy sector-specific regulator).

Therefore, the HCC approved, according to article 8 par. 3 of law 3959/2011, the notified merger that concerns the change of control, given that, this merger, despite falling within its scope of paragraph 1 of article 6 of law 3959/2011, does not cause serious doubts, as to its compatibility with the requirements of competition in the related markets of transmission and distribution of natural gas in Greece.

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