Energy & Mergers

Mergers

The Belgian Competition Authority approves the merger between two energy providers (Comfort Energy / Calpam)
Belgian Competition Authority (Brussels)
The Belgian Competition Authority approves the acquisition by Comfort Energy NV of Calpam Belgium NV and its subsidiary Mazout.be SRL (together called “Q8 Mazout”*) The Investigation and Prosecution Service of the Belgian Competition Authority (BCA) has approved on 29 April 2021 the acquisition (...)

The EU Commission clears subject to conditions a merger between two energy providers (Eaton Hydraulics / Danfoss)
DG COMP (Brussels)
Mergers: Commission clears acquisition of Eaton Hydraulics by Danfoss, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Eaton’s hydraulics business (“Eaton Hydraulics”) by Danfoss. The approval is conditional on full (...)

The EU Commission unconditionally clears a fuel-cell joint venture aiming to achieve climate-neutral and sustainable transportation (Volvo / Daimler)
Cleary Gottlieb Steen & Hamilton (Brussels)
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Cleary Gottlieb Steen & Hamilton (Brussels)
Volvo Group (“Volvo”) and Daimler Truck AG (“Daimler”), notified a joint venture (“JV”) in the relatively novel but rapidly evolving hydrogen fuel-cell sector to the European Commission (“EC”, the “Commission”) . The JV cellcentric GmbH & Co. KG, based in Germany, will be active in the development, (...)

The French Competition Authority clears a transaction in the hydrogen production sector (Storengy / DMSE)
French Competition Authority (Paris)
The Autorité clears the stake acquired in Storengy, a subsidiary of Engie, by DMSE, a company created by the Metropolitan Authority of Dijon and the group Rougeot, which is active in the hydrogen production sector* Background When examining the transaction concerning the stake acquired by DMSE (...)

The French Competition Authority delivers its first-ever analysis of the hydrogen sector by clearing a transaction (Storengy / DMSE)
White & Case (Paris)
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White & Case (Dusseldorf)
At a time when the European Union and many Member States have just unveiled their hydrogen strategy, the French Competition Authority takes the lead in delivering the very first analysis of the emerging hydrogen sector in a merger control case. In addition, contrary to the well-established (...)

The Australian Competition Authority grants interim authorisation for three national gas exploration company to enter into joint marketing arrangements (Vintage Energy / Metgasco / Bridgeport)
Australian Competition and Consumer Commission (Canberra)
Vali joint venture granted interim authorisation for gas marketing arrangements* The ACCC has granted interim authorisation for Vintage Energy Ltd (ASX: VEN), Metgasco Ltd (ASX: MEL) and Bridgeport (Cooper Basin) Pty Ltd to enter into joint marketing arrangements. Vintage, Metgasco and (...)

The Dutch Competition Authority further investigates an acquisition of a national gas company by its competitor (Primagaz / Benegas)
Netherlands Authority for Consumers & Markets (The Hague)
Further investigation needed into acquisition of gas company Primagaz by rival company Benegas* Gas company Benegas wishes to acquire rival company Primagaz Nederland. The Netherlands Authority for Consumers and Markets (ACM) has come to the conclusion that a further investigation is needed (...)

The Irish Competition Authority carries out a phase 2 investigation of an energy corporation and state-owned forest company’s joint venture (ESB / Coillte)
Irish Competition Authority (Dublin)
CCPC to carry out a Phase 2 investigation of ESB and Coillte joint venture* The Competition and Consumer Protection Commission (CCPC) has decided to carry out a full Phase 2 investigation into the proposed joint venture between the Electricity Supply Board (ESB) and Coillte Cuideachta (...)

The French Competition Authority opens an investigation into the acquisition of an oil pipeline company by a private equity investment firm (SPMR / Ardian Group)
French Competition Authority (Paris)
The Autorité de la concurrence opens an in-depth examination into the acquisition of Société du Pipeline Méditerranée-Rhône (SPMR) by Ardian Group* On 14 September 2020, Ardian France, a French private equity and asset management company notified of its plan to acquire exclusive control of the oil (...)

The Slovak Competition Authority opens proceedings for the merger of two energy companies (ČEZ ESCO / Slovenský plynárenský priemysel)
Slovak Competition Authority (Bratislava)
MERGERS: AMO SR initiated an administrative proceedings in the matter of a merger of companies ČEZ ESCO, a.s., and Slovenský plynárenský priemysel, a. s.* On 10 November 2020 the Antimonopoly Office of the Slovak Republic, the Division of Concentrations, (hereafter "the Office”) initiated an (...)

The Polish Competition Authority imposes its biggest fine for gun jumping in the energy sector (Gazprom / Nord stream 2)
Bird & Bird (Warsaw)
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Bird & Bird (Warsaw)
The President of the Polish Office of Competition and Consumer Protection ("UOKiK") has imposed the biggest fine for gun-jumping ever by a national competition authority. The UOKiK imposed a fine of over PLN 29 billion (approx. EUR 6.5 billion) on Gazprom, and a total of over PLN 294 million (...)

The US FTC approves final order imposing divestitures as a condition of a merger in the markets for gasoline and diesel fuel (Arko Holdings / Empire Petroleum Partners)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Arko Holdings Ltd.’s Acquisition of Empire Petroleum Partners, LLC* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Arko Holdings Ltd.’s acquisition of Empire Petroleum Partners, LLC (...)

The Polish Competition Authority imposes a maximum fine due to lack of approval for the joint venture to 6 companies participating in the construction of a gas pipeline (Gazprom / Nord Stream 2)
Polish Competition Authority (Warsaw)
Nord Stream 2 - maximum penalties imposed by UOKiK President* Tomasz Chróstny, President of UOKiK, has imposed a penalty of over PLN 29 bn on Gazprom, and of over PLN 234 mln on 5 remaining companies participating in the construction of the gas pipeline - as a result of the lack of approval for (...)

The Polish Competition Authority imposes a record fine against gas industry company in a joint-venture case (Gazprom)
Taylor Wessing (Warsaw)
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University of Warsaw
By the decision of 6 October 2020 No. DKK-178/2020 (“Decision”) and after a two-year formal investigation the Polish Competition Authority (“PCA”) finalized its action against Nord Stream 2 project and imposed fine of PLN 29,075,726,808 (ca. EUR 6.4 billion) on PJSC “Gazprom” (“Gazprom”). In the (...)

The EU Commission opens an in-depth investigation into the acquisition of a company involved in hydraulic components (Eaton Hydraulics / Danfoss)
DG COMP (Brussels)
Mergers: Commission opens in-depth investigation into the proposed acquisition of Eaton Hydraulics by Danfoss* The European Commission has opened an in-depth investigation to assess the proposed acquisition of Eaton’s hydraulics business (“Eaton Hydraulics”) by Danfoss under the EU Merger (...)

The Italian Competition Authority imposes gun-jumping fine on gas distributors (Acea / Mediterranea Energia / Alma / Pescara Distribuzione Gas)
Van Bael & Bellis (Brussels)
On 15 September 2020, the Italian Competition Authority (“ICA”) imposed a € 153,000 fine on three companies, Acea, Mediterranea Energia and Alma C.I.S., for failing to notify a transaction before closing. The three acquiring companies had purchased one target, Pescara Distribuzione Gas, in March (...)

The Italian Competition Authority fines three energy companies for late merger control notification (Acea / Mediterranea Energia / Alma)
Giannino SI (Monserrato)
In Pescara Distribuzione Gas the Italian Competition Authority (ICA) has found Acea, Mediterranea Energia (ME) and Alma CIS (Alma) guilty of gun-jumping for late merger control notification. They violated Article 16(1) of the Law no. 287/1990 whereby mergers exceeding the statutory dimensional (...)

The Italian Competition Authority fines three companies active in the energy sector for gun jumping (Acea / Mediterranea Energia / Alma)
Ashurst (Brussels)
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Ashurst (Brussels)
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Ashurst (Milan)
On 15 September 2020 the Italian Competition Authority ("AGCM") fined three companies active in the production and distribution of energy for failure to notify a concentration before its closing, rejecting the parties’ claim that the concentration was interdependent on a second transaction that (...)

The Czech Supreme Court decides on clearly disproportionate fines for unauthorized acquisition (Armex Oil)
Bird & Bird (Prague)
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Bird & Bird (Prague)
Supreme Administrative Court decides on clearly disproportionate fines for unauthorized acquisition. In 2013, the company ARMEX Oil acquired an ownership interest in the company TRANSCARGO without notifying the Competition Protection Office ("Office") and awaiting its approval. Two years (...)

The Czech Supreme Administrative Court rejects moderation of fine imposed for gun-jumping in the energy sector (Armex Oil)
Skils (Prague)
On 14 September 2020, the Supreme Administrative Court (SAC) granted a cassation appeal lodged by the Czech Office for Protection of Competition (Office) against the previous judgment of the Regional Court in Brno of 5 June 2019 (Ref.No. 29 Af 96/2016) relating to the proceedings conducted by (...)

The Danish Competition Authority approves takeover of subsidiary and customer agreements as fulfillment of remedy required in merger of parent company in the natural gas market (OK / Ørsted Varmeservice)
Danish Competition and Consumer Authority (Copenhagen)
The Danish Competition Council has approved OK a.m.b.a.’s acquisition of natural gas customer agreements and Ørsted Varmeservice A/S* On 18 August 2020, the Danish Competition and Consumer Authority (hereinafter “DCCA”) received a complete notification of OK a.m.b.a.’s (hereinafter “OK”) (...)

The US FTC requires divestitures as a condition of a merger in the markets for gasoline and diesel fuel (Arko Holdings / Empire Petroleum Partners)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Divestitures as Condition of Arko Holdings Ltd.’s Acquisition of Empire Petroleum Partners, LLC* Arko Holdings Ltd. and Empire Petroleum Partners, LLC have agreed to divest retail fuel assets in local gasoline and diesel fuel markets across four states to settle Federal Trade (...)

The US FTC approves final order imposing conditions on the transfer of ownership between energy companies (Tri Star Energy / Hollingsworth Oil Company / C & H Properties / Ronald L. Hollingsworth)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Tri Star Energy, LLC’s Acquisition of Certain Assets of Hollingsworth Oil Company, Inc., C & H Properties, and Ronald L. Hollingsworth* Following a public comment period, the Federal Trade Commission has approved a final order settling charges (...)

The Polish Competition Authority fines €50 million a gas company for failure to cooperate in the investigation into the construction of a gas pipeline (Gazprom)
Polish Competition Authority (Warsaw)
Nord Stream 2 - President of UOKiK imposes penalty on Gazprom* President of UOKiK Tomasz Chróstny has imposed a penalty of PLN almost 213 mln on Gazprom for failure to cooperate in the investigation conducted in relation to the construction of Nord Stream 2 gas pipeline. Such an obligation (...)

The Polish Competition Authority fines a gas industry company for refusal to provide the information requested during merger investigation (Gazprom / Nord Stream 2)
Taylor Wessing (Warsaw)
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University of Warsaw
By the decision of 29 July 2020 (No. DKK-141/2020) the Polish Competition Authority (“PCA”) imposed a fine of PLN 223,925,000 (EUR 50 million) on PJSC “Gazprom” for failing to comply with the request for information circulated in the course of merger control proceedings. This is the highest fine (...)

The Mexican Competition Authority imposes fine for failure to notify a concentration in the energy sector and authorises the transaction (BAS Corporation / ESZ KI / ESZ KII / EXI Solar)
Mexican Competition Authority (Mexico City)
COFECE sanctions BAS Projects Corporation, ESZ KI, ESZ KII, and EXI Solar for failing to notify a concentration and authorizes the transaction* Imposes fines totaling to 977 thousand Mexican pesos. Authorizes the concentration considering that the operation does not pose risks to the process (...)

The EU Commission clears an oil and gas merger after a phase II investigation (PKN Orlen / Lotos)
Van Bael & Bellis (Brussels)
On 14 July 2020, the European Commission (the “Commis‐ sion”) conditionally approved PKN Orlen’s acquisition of rival Grupa Lotos (“Lotos”) after a Phase II investigation. The parties are large Polish oil and gas companies active in Poland and in a number of other Central European, East‐ ern European (...)

The EU Commission clears a merger subject to conditions of Polish integrated oil & gas companies active in many Central & Eastern European and Baltic countries, subject to conditions (Lotos / PKN Orlen)
DG COMP (Brussels)
Mergers: Commission clears Lotos’ acquisition by PKN Orlen, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition of Grupa Lotos by PKN Orlen. The approval is conditional on full compliance with a commitments package offered by PKN Orlen. (...)

The US FTC fines retail fuel station operator and its affiliate for failing to divest 10 retail gas stations as required by earlier order (Alimentation Couche-Tard / CrossAmerica Partners)
US Federal Trade Commission (FTC) (Washington)
Alimentation Couche-Tard Inc. and CrossAmerica Partners LP Agree to Pay $3.5 Million Civil Penalty to Settle FTC Allegations that they Violated 2018 Order* Retail fuel station and convenience store operator Alimentation Couche-Tard Inc. (“ACT”) and its former affiliate, CrossAmerica Partners LP (...)

The US FTC fines $3.5 million a retail fuel station operator and its affiliate for violation of a settlement agreement requiring the divesture of 10 retail gas stations (Alimentation Couche-Tard / CrossAmeria)
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
The US Federal Trade Commission (FTC) recently extracted a $3.5 million civil penalty from two companies involved in a gas station merger. The FTC asserts the companies violated their settlement agreement with the government, which required the divestment of 10 gas stations within 120 days from (...)

The US FTC clears transfer of ownership over certain assets between energy companies subject to divestments (Tri Star Energy / Hollingsworth Oil Company / C & H Properties / Ronald L. Hollingsworth)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Divestitures as Condition of Tri Star Energy, LLC’s Acquisition of Certain Assets of Hollingsworth Oil Company, Inc., C & H Properties, and Ronald L. Hollingsworth* Tri Star Energy, LLC and Hollingsworth Oil Company, Inc., C & H Properties, and Ronald L. Hollingsworth have (...)

The Danish Competition Authority approves an energy and fiber optic group’s acquisition of several companies from another energy group with services covering mostly separate geographic markets, subject to divestment of customers in a highly overlapping market (SEAS-NVE / Ørsted)
Danish Competition and Consumer Authority (Copenhagen)
The Danish Competition Council has approved SEAS-NVE A/S’ acquisition of several companies from Ørsted A/S subject to commitments* On 28 May 2020, the Danish Competition and Consumer Authority (hereinafter “DCCA”) received a complete notification of SEAS-NVE A/S’ (hereinafter “SEAS-NVE”) (...)

The Danish Competition Authority conditionally clears an acquisition in the natural gas sector subject to the divestment of 107,000 consumers (SEAS-NVE / Ørsted)
Bird & Bird (Copenhagen)
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Bird & Bird (Copenhagen)
On 28 May 2020, the Danish Competition and Consumer Authority (DCCA) received a complete notification of SEAS-NVE A/S’ (SEAS-NVE) acquisition of control of several subsidiaries of Ørsted A/S. Based on an overall assessment, the DCCA assessed that the merger would give rise to unilateral effects (...)

The EU Commission clears a merger, subject to remedies, in the markets for batteries and portable battery chargers (Varta / Energizer)
DG COMP (Brussels)
Mergers: Commission approves Varta AG’s acquisition of Energizer’s divestment business, subject to conditions* The European Commission has approved, under the EU Merger Regulation, Varta AG as a suitable purchaser of assets divested by Energizer in order to acquire Spectrum Brands’ batteries and (...)

The Indian Competition Authority imposes a penalty on an undertaking which only notified the first acquisition of an energy company without doing so for the subsequent acquisitions (CPPIB / ReNew Power)
Shardul Amarchand Mangaldas (New Delhi)
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Shardul Amarchand Mangaldas (New Delhi)
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Shardul Amarchand Mangaldas (New Delhi)
Where a transaction qualifies as a notifiable combination, the notifying party/parties must also notify any inter- connected transactions, even where they are not in themselves notifiable. Failure to do so can result in penalties under Section 43A of the Competition Act for failure to notify. (...)

The Italian Competition Authority clears a merger subject to remedies in the natural gas distribution market (AcegasApsAmga / Ascopiave)
Italian Competition Authority (Rome)
Antitrust: The acquisition of control of the business units of AcegasApsAmga S.p.A. by Ascopiave S.p.A. authorized with conditions* On 19 November 2019, the Italian Antitrust Authority authorized, with remedies, the acquisition of control of the business units of AcegasApsAmga S.p.A. by (...)

The Italian Competition Authority conditionally clears a merger in the market for distribution of natural gas (Rami Distribuzioni)
Giannino SI (Monserrato)
With a II-Phase conditional clearance decision, the Italian Competition Authority (ICA) has closed the review of the merger notified in the Rami Distribuzioni case. The ICA had concerns that the merger might negatively affect competition in the market for the distribution of natural gas. (...)

The French Competition Authority clears a merger in the energy efficiency sector (Économie d’Énergie / La Poste)
French Competition Authority (Paris)
The Autorité de la concurrence clears the acquisition of Économie d’Énergie by Le Groupe La Poste.* Le Groupe La Poste notified the Autorité of its plans to take exclusive control of Économie d’Énergie. This transaction is part of Le Groupe La Poste’s strategy to diversify its activities, resulting in (...)

The German Competition Authority clears a merger in the food wholesale market (Rewe / Lekkerland)
German Competition Authority (Bonn)
Rewe can acquire Lekkerland – Bundeskartellamt clears merger* Today the Bundeskartellamt has cleared the acquisition by the Rewe Group of Lekkerland AG & Co. KG. Andreas Mundt, President of the Bundeskartellamt: “Together Rewe and Lekkerland only achieve an unproblematic market share of (...)

The EU Commission clears a merger subject to remedies in the market for the supply of electricity (E.ON / Innogy)
DG COMP (Brussels)
Mergers: Commission clears E.ON’s acquisition of Innogy, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the acquisition by E.ON of Innogy’s distribution and consumer solutions business as well as certain of its electricity generation assets. The (...)

The EU Commission conditionally clears a merger in the energy sector subject to remedies following a second phase investigation (E.ON / Innogy)
Van Bael & Bellis (Brussels)
On 17 September 2019, the European Commission (“Commission”) conditionally cleared E.ON’s acquisition of Innogy from its parent company, RWE, following a second phase investigation. E.ON and Innogy are German energy companies active across the full energy chain, from generation to distribution. (...)

The EU Commission opens an in-depth investigation regarding a merger in the supply of fuels market (PKN Orlen / Lotos)
DG COMP (Brussels)
Mergers: Commission opens in-depth investigation into PKN Orlen’s proposed acquisition of Lotos* The European Commission has opened an in-depth investigation to assess the proposed acquisition of Lotos by PKN Orlen, under the EU Merger Regulation. The Commission is concerned that the merger may (...)

The Croatian Competition Authority clears a merger in the liquified petroleum gas wholesale and retail market (Petrol / Crodux Plin)
Croatian Competition Agency (Zagreb)
CCA approved Petrol/Crodux Plin LPG part of business concentration* By implementing the concentration Petrol will acquire the Crodux Plin LPG part of the business, including the undertaking Adria-Plin that operates in the LPG retail at the regional level, at one point of sale in Split-Dalmatia (...)

The Danish Competition Authority clears a merger subject to remedies in the market of retail provision of TV services via fibre optic infrastructure (SE / Eniig)
Danish Competition and Consumer Authority (Copenhagen)
The Danish Competition Council has approved the merger between SE a.m.b.a and Eniig a.m.b.a. subject to remedies* On 21 December 2018 the Danish Competition and Consumer Authority (hereinafter “DCCA”) received a complete notification of the merger between SE a.m.b.a. (hereinafter “SE”) and Eniig (...)

The Polish Competition Authority conditionally clears a merger in the fuel retail market (BP Europe / ARGE)
White & Case (Warsaw)
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DG COMP (Brussels)
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White & Case (Warsaw)
Background On 29 June 2018, the OCCP initiated the merger proceedings concerning acquisition of ARGE Nieruchomości sp. z o.o. (“ARGE RE”) and ARGE Paliwa sp. z o.o. (“ARGE”)’s assets from BP Europa (“BP”). More specifically, the proposed transaction considered the acquisition of several real estates (...)

The EU Commission fines a multinational conglomerate company for providing incorrect information during the assessment of its merger (General Electric)
DG COMP (Brussels)
Mergers: Commission fines General Electric €52 million for providing incorrect information in LM Wind takeover* The European Commission has fined General Electric €52 million for providing incorrect information during the Commission’s investigation under the EU Merger Regulation of GE’s planned (...)

The EU Commission opens an in-depth investigation concerning a merger in retail markets for electricity and gas (E.ON / Innogy)
DG COMP (Brussels)
Mergers: Commission opens in-depth investigation into E.ON’s proposed acquisition of Innogy* The European Commission has opened an in-depth investigation to assess the proposed acquisition of Innogy by E.ON under the EU Merger Regulation. The Commission has concerns that the proposed (...)

The Indian Competition Authority approves the acquisition of an energy company by investment firms with minor common shareholdings in competing firms (Global Power Solutions / Brookfield Assets Management / Caisse de dépôt et placement du Québec)
Vaish Associates Advocates (New Delhi)
Commission approves acquisition of Global Power Solutions Business of Johnson Control by Brookfield* CCI, by way of order dated 14.02.2019, has approved the acquisition of the Global Power Solutions business(“GPS”) of Johnson Controls International plc (“JCI”) by Brookfield Assets Management Inc. (...)

The Indian Competition Authority approves a private takeover of a publicly held energy company affecting the power sector by financing and consulting markets (REC / Power Finance Corporation)
Vaish Associates Advocates (New Delhi)
CCI approves acquisition of REC Ltd by Power Finance Corporation Ltd* By way of order dated 31.01.2019, CCI has approved the acquisition of around 52.63% equity stake along with management control in REC Ltd (“REC”) by Power Finance Corporation Ltd (“PFC”). The acquisition is the aftermath of the (...)

The Indian Competition Authority approves international gas company’s acquisition of 100% stake in 2 local liquified natural gas joint ventures (Shell Gas / HLPL Hazira LNG / HPPL Hazira Port)
Vaish Associates Advocates (New Delhi)
Shell Gas B.V acquire 100% shares and sole control of HPPL and HLPL* CCI, by way of order dated 06.12.2018, approved the acquisition of (i)26% shares in Hazira LNG Private Limited (“HLPL”) and (ii) 26% shares in Hazira Port Private Limited (“HPPL”), by Shell Gas B.V (“Shell”) from Total Gas (...)

The Latvian Competition Authority fines a fuel retailer that submitted notification ten months after implementing a merger transaction for gun-jumping (Petrol Property / Vaizga)
Konkurences padome (Riga)
Latvian competition authority fines Lithuanian company UAB Vaizga for unnotified merger* On April, 2018, the Competition Council of Latvia (the CC) cleared the proposed acquisition of Latvian company SIA Petrol Property by UAB Vaizga. As the Lithuanian UAB Vaizga failed to submit merger (...)

The Turkish Competition Authority assesses the creation of two separate joint ventures by four companies and decides that it is necessary for a merger control review to be completed (GE / Sumitomo / Shikoku / Sharjah / Projectco / O&MCO)
ELIG Gürkaynak Attorneys-at-Law (Istanbul)
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ELIG Gürkaynak Attorneys-at-Law (Istanbul)
The Turkish Competition Board (" Board ") assessed the creation of two separate JVs by General Electric Company (" GE "), Sumitomo Corporation (" Sumitomo "), Shikoku Electric (" Shikoku "), and Sharjah Asset Management Holding (“ Sharjah ”) for the wholesale trade of electric and the generation (...)

The Portuguese Competition Authority clears a merger subject to remedies in the liquefied petroleum gas market (Repsol / Rubis)
Portuguese Competition Authority (Lisbon)
AdC clears the acquisition of Repsol’s LPG business in Madeira and Azores by Rubis, subject to conditions* The Portuguese Competition Authority (AdC) has accepted the divesture commitments brought forth by Rubis II Distribuição Portugal, and hence has approved Rubis’ acquisition of the existing (...)

The German Government opposes foreign investment in an electrical infrastructure due to security concerns (State Grid Corp / 50Hertz)
McDermott Will & Emery (Paris)
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Norton Rose Fulbright (Brussels)
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McDermott Will & Emery (Brussels)
Non-EU inward investors in Germany should be aware of recent developments in German Government policy towards foreign investment in strategic infrastructure and security sensitive areas. Electricity infrastructure is an area that is particularly sensitive for strategic and security (...)

The Portuguese Competition Authority clears a merger between wind power electricity producers (New Finerge / Empreedimentos Eólicos do Rego / Eolcinf / Parque Eólico do Vale de Abade / Biowatt / Eolflor)
Morais Leitão, Galvão Teles, Soares da Silva (Lisbon)
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Morais Leitão, Galvão Teles, Soares da Silva (Porto)
On May 4th 2018, the Portuguese Competition Authority (PCA) was notified of a merger where New Finerge, S.A. (New Finerge), a company operating in the electricity production market, aimed to acquire exclusive control over five wind farm management companies: Empreedimentos Eólicos do Rego, S.A. (...)

The South African Competition Authority publishes its recommendations for approving conditionally a merger in the market of petroleum (Sinopec / Chevron)
Primerio (Washington)
MERGER CONTROL: PUBLIC INTEREST & SINOPEC/CHEVRON* WHEN THE STICK IS GREATER THAN THE CARROT While China Petroleum & Chemical Corporation (Sinopec), and global commodities trader and miner Glencore are the front runners in a bid to buy Chevron’s South African Business (Chevron SA), it (...)

The Indian Government exempts oil and gas state-owned enterprises from merger control
Facebook (New Delhi)
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Chandhiok & Associates (New Delhi)
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Chandhiok & Associates (New Delhi)
On 22 November 2017, the Government of India issued a notification exempting Central Public Sector Enterprises (CPSEs) operating in the Oil and Gas Sectors (O&G Exemption), from a mandatory pre-merger approval requirement under the Competition Act, 2002 (Competition Act) for a period of (...)

The EU Commission sends three separate statements of objections to companies alleging procedural breaches of the EU Merger Regulation (Merck / Sigma-Aldric ; GE / LM Wind ; Canon / Toshiba Medical Systems)
Van Bael & Bellis (Brussels)
On 6 July 2017, the European Commission sent three separate statements of objections (“SO”) to companies alleging procedural breaches of the EU Merger Regulation. Provision of misleading information The first SO concerns the Merck/Sigma-Aldrich transaction, which was conditionally cleared by (...)

The US District Court rejects a failing firm defence and blocks the merger of nuclear waste disposal companies (EnergySolutions / Waste Control Specialists)
US Federal Trade Commission (FTC)
Federal judge blocks merger of nuclear waste disposal companies rejecting "failing firm" defense* On June 21, 2017, US District Judge Sue L. Robinson blocked EnergySolutions, Inc.’s proposed acquisition of Waste Control Specialists LLC (WCS), applying a strict standard for the “failing firm” (...)

The US Supreme Court of Delaware affirms termination of merger agreement due to the inability of a party to deliver a necessary tax opinion (Energy Transfer / Williams)
White & Case (New York)
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White & Case (New York)
Resolving a dispute surrounding one of the largest M&A deals of 2015, the Delaware Supreme Court affirmed the Delaware Chancery Court’s decision allowing Energy Transfer Equity, L.P. to terminate its proposed acquisition of The Williams Companies, Inc. due to the inability of Energy (...)

The US FTC clears an acquisition between two companies in the energy sector after they agreed to remedy an overlap for the natural gas pipeline (Enbridge / Spectra)
McDermott Will & Emery (Washington)
The Federal Trade Commission (FTC) recently granted US antitrust clearance for Enbridge’s acquisition of Spectra after the parties agreed to behavioral commitments to remedy an overlap for natural gas pipeline transportation from the wellhead in three markets off the coast of Louisiana (Green (...)

The EU Commission clears a merger in the energy sector (Gamesa / Siemens)
DG COMP (Brussels)
MERGERS: COMMISSION CLEARS ACQUISITION OF GAMESA BY SIEMENS* The European Commission has cleared unconditionally under the EU Merger Regulation the proposed acquisition of wind turbine manufacturer Gamesa by Siemens. The Commission found that the transaction raises no competition concerns, (...)

The UK Competition Appeals Tribunal upholds a decision to prohibit a merger in the energy and commodities trading sector (Intercontinental Exchange / Trayport)
CRA International (London)
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CRA International (London)
The CAT upheld on 6 March 2017 the CMA’s decision to prohibit ICE’s acquisition of the energy and commodities trading platform Trayport. The CMA’s original decision found that ICE could use ownership of Trayport to foreclose competitors, shifting liquidity to its own exchanges. It was the first (...)

The Indian Competition Authority clears an acquisition of sole ownership over global glass manufacturer by global chemicals and biofuels company (Guardian / Koch Industries)
Vaish Associates Advocates (New Delhi)
CCI approves combination of Koch Industries and Guardian Industries under sub- section (1) of section 31 of the Act* CCI by its order dated January 4, 2017, has given the approval to the acquisition of 55.50 percent shares of Guardian Industries Corp. (“Guardian”) by Koch Industries Inc. (KII). (...)

The UK Competition Authority orders structural remedies to clear a merger on the market of energy trading services (Intercontinental Exchange / Trayport)
Van Bael & Bellis (Brussels)
On 17 October 2016, the UK Competition and Markets Authority (“CMA”) ordered Intercontinental Exchange Inc. (“ICE”) to sell Trayport to a new owner, to be approved by the CMA, in order to preserve competition on the market for the supply of certain energy trading services. ICE is the largest (...)

The Indian Competition Authority approves share purchase agreement that transfers a coal plant between two energy companies via a special purpose vehicle (JSW Energy / Jindal Power / Everbest Steel and Mining Holdings / Jindal Steel and Power)
Vaish Associates Advocates (New Delhi)
CCI approves JSW Energy acquisition of JSPL’s 1,000 MW power plant* CCI vide its order dated July 1, 2016 has given its approval to JSW Energy to acquire 1,000 MW power plant in Chhattisgarh from Jindal Steel and Power Ltd (JSPL).The JSPL board had approved divesting the unit of its subsidiary (...)

The Italian Competition Authority opens a Phase-II investigation into a multi-utility merger (Linea / A2A)
Giannino SI (Monserrato)
Introduction By a decision made on 18 May 2016 the Italian Competition Authority (ICA) has decided to start a Phase-II investigation into the proposed acquisition of Linea Group Holding (LGH) by A2A on the basis of Article 16 of the Italian Competition Act n. 287/90 . Pursuant to Article 6 of (...)

The US DoJ files a complaint against an activist investor before the US District Court for the Northern District of California for violations of the Hart-Scott-Rodino Act (ValueAct)
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On April 4, 2016, the U.S. Department of Justice, Antitrust Division (DOJ) led
 a complaint against activist investor ValueAct Capital in California federal court, requesting a $19 million fine for violations of the Hart-Scott-Rodino (HSR) Act’s notifcation provisions . The DOJ’s complaint alleged (...)

The EU Commission clears a merger subject to remedies in the retail and wholesale fuels markets (Statoil Fuel / Shell)
DG COMP (Brussels)
Mergers: Commission approves Statoil Fuel and Retail’s takeover of Shell’s Dansk Fuels, subject to conditions* The European Commission has approved under the EU Merger Regulation the proposed acquisition of Shell’s Danish retail and wholesale fuels business, Dansk Fuels, by Alimentation (...)

The Indian Competition Authority unconditionally approves an acquisition of 49.86% stake in a gas company by investors who already had 50% stake (Gujarat State Petroleum / Gujarat State Petronet / Bharat Petroleum / SBL Sabarmati Gas)
Vaish Associates Advocates (New Delhi)
CCI approves acquisition of 49.86% stake in Sabarmati Gas Limited (SGL) by PSU petroleum companies* CCI, by its order dated February 10, 2016, has approved acquisition of 49.86% stake in SGL by Gujarat State Petroleum Corporation Limited (“GSPC”); Gujarat State Petronet Limited (“GSPL”); and (...)

The EU Commission opens an in-depth investigation concerning a merger in the market of oilfield service (Halliburton / Baker Hughes)
DG COMP (Brussels)
MERGERS: COMMISSION OPENS IN-DEPTH INVESTIGATION INTO ACQUISITION OF OILED SERVICE PROVIDER BAKER HUGHES BY HALLIBURTON* The European Commission has opened an in-depth investigation to assess whether the proposed acquisition of oilfield service supplier Baker Hughes by rival Halliburton would (...)

The EU Commission clears a merger subject to remedies in the market of heating products (Elster / Honeywell)
DG COMP (Brussels)
MERGERS: COMMISSION APPROVES ACQUISITION OF ELSTER BY HONEYWELL, SUBJECT TO CONDITIONS* The European Commission has approved under the EU Merger Regulation the proposed acquisition of Elster by Honeywell, subject to divestment of Honeywell’s gas metering business. The activities of the Elster (...)

The Irish Competition Authority clears an acquisition subject to a number of structural remedies in the fuel sector (Topaz / Esso)
Trinity College Dublin
Introduction 1 On 15 October 2015 the Competition and Consumer Protection Commission (CCPC), Ireland’s competition agency, cleared the acquisition by Topaz Investments Limited (Topaz) of Esso Ireland Limited (Esso Ireland), a wholly owned by the Exxon Mobil Corporation, subject to a number of (...)

The EU Commission clears a global energy leader’s biggest industrial acquisition of the third-largest competitor, subject to divesting part of the gas business to the fifth largest competitor, and other remedies (General Electric / Alstom)
DG COMP (Brussels)
,
DG COMP (Brussels)
,
DG COMP (Brussels)
General Electric / Alstom: our heavy duty* In a nutshell: The GE/Alstom merger raised concerns in relation to the supply of Heavy Duty Gas Turbines, which are expected to play an important role in the coming decades in the European energy mix. The case is interesting amongst other factors (...)

The EU Commission clears an acquisition in the markets of oil and gas exploration, the liquefaction of gas and the wholesale supply of liquefied natural gas (BG Group / Royal Dutch Shell)
DG COMP (Brussels)
Commission clears acquisition of BG Group by Royal Dutch Shell* The transaction was cleared as it will not grant Shell market power in oil and gas exploration, LNG liquefaction or LNG wholesale supply. Shell will also not be able to prevent competitors from using its gas infrastructure in the (...)

The Polish Parliament gains the power to control mergers and acquisitions in strategic sectors
WKB Wiercinski Kwiecinski Baehr (Poznan)
The Minister of the State Treasury will control mergers and acquisitions in strategic sectors of Polish economy* On 30 September 2015, the Act on Control of Certain Investments (the “Act”) enters into force. The Act aims to create mechanisms to protect against hostile takeovers of companies (...)

The Italian Competition Authority conditionally clears a concentration between two regional energy firms (Società Elettrica Altoatesina / Azienda Energetica)
Giannino SI (Monserrato)
By a decision made on 15 July 2015 the Italian Competition Authority (ICA) has conditionally cleared a concentration between two publicly held regional energy firms, Società Elettrica Altoatesina (SEL) and Azienda Energetica (AE), operating in the North-east of Italy in the province of Bolzano. (...)

The French Competition Authority clears a merger subject to remedies between two gas providers in the intermediate and large-bulk LPG market (UGI France / Totalgaz)
French Competition Authority (Paris)
THE AUTORITÉ DE LA CONCURRENCE CLEARS, SUBJECT TO CONDITIONS, THE ACQUISITION OF TOTALGAZ BY UGI FRANCE, THE PARENT COMPANY OF ANTARGAZ * Among the commitments discussed and negotiated with the Autorité, UGI shall, in particular, be obliged to divest its stakes in the capital of several LPG (...)

The Latvian Competition Authority imposes fines on fuel dealers for the late notification of a merger (LUKoil Baltija R / Akselss)
Konkurences padome (Riga)
The CC fines Fuel Dealers for Unnotified Merger* On 12 March, the Competition Council (CC) fined fuel dealers – SIA LUKoil Baltija R and SIA Akselss – for not submitting a merger notification timely. Both undertakings secretly operated as one undertaking since December, 2010, while a merger (...)

The US FTC orders an oil company to terminate its storage and throughput rights in a key gasoline terminal sector (Par Petroleum)
McDermott Will & Emery (Paris)
On March 18, 2015, the Federal Trade Commission (FTC) ordered Par Petroleum Corporation to terminate its storage and throughput rights at a key gasoline terminal in Hawaii. This action will settle FTC charges seeking to prevent Par’s acquisition of Koko’oha Investments, Inc. Notably, the market (...)

The Czech Supreme Administrative Court rules that complainants in merger approval cases cannot appeal National Competition Authority decisions (Severni energeticka)
Skils (Prague)
On 26 February 2015, the Supreme Administrative court cancelled the previous judgment of the Regional Court in Brno which held that a complainant in merger approval proceedings may appeal the decision of the Office for Protection of Competition (“Office”) to the extent it did not address its (...)

The Italian Administrative Supreme Court reinstates a decision issued by the Competition Authority prohibiting a joint venture in the gas distribution sector (Isontina Reti Gas)
Legance - Studio Legale Associato (Rome)
By judgment No. 334 of 26 January 2015, the Italian Supreme Administrative Court (Consiglio di Stato) upheld two appeals brought by the Italian Competition Authority (Autorità Garante della Concorrenza e del Mercato, hereinafter “ICA”) and reinstated the ICA’s decision No. 24320 of 17 April 2013 (...)

The German Competition Authority clears an acquisition of sole control in the gas markets and changes its practice of defining these markets (EWE / VNG)
German Competition Authority (Bonn)
Bundeskartellamt clears EWE’s acquisition of a majority interest in VNG* Today the Bundeskartellamt has cleared the acquisition of a further 15.79% of the shares in VNG AG, Leipzig, by EWE AG, Oldenburg. EWE AG acquired the shares from Wintershall Holding GmbH, Kassel. EWE AG will now hold a (...)

The Polish Competition Authority clears the creation of a joint undertaking in the power generation and distribution market (Polska Grupa Energetyczna / Polska Miedź)
Polish Competition Authority (Warsaw)
The OCCP approves the formation of PGE EJ 1* The Office of Competition and Consumer Protection (OCCP) has approved the formation of PGE EJ 1, a joint undertaking of the energy groups PGE Polska Grupa Energetyczna, Tauron, and Enea and of the mining group KGHM Polska Miedź to build Poland’s (...)

The Australian Competition Tribunal receives an application for authorisation to acquire the assets of a power station following the opposition decision issued by the Competition Authority (AGL Energy / Macquarie Generation)
Australian Competition and Consumer Commission (Canberra)
AGL to seek Australian Competition Tribunal decision on Macquarie Generation* The Australian Competition and Consumer Commission acknowledges AGL’s application to the Australian Competition Tribunal which was filed today seeking an authorisation that an acquisition of Macquarie Generation be (...)

The Australian Competition Tribunal grants authorisation to complete acquisition under the proposed conditions on the market for electricity wholesale and retail markets in NSW (AGL Energy / Macquarie Generation)
Australian Competition and Consumer Commission (Canberra)
ACCC disappointed by Tribunal decision authorising AGL to acquire Macquarie Generation* The Australian Competition Tribunal (the Tribunal) has decided to grant conditional authorisation to AGL Energy Limited’s (AGL) proposed acquisition of Macquarie Generation. The Tribunal concluded that the (...)

The Lithuanian Competition Authority opens an investigation and finds that a refusal to negotiate a swap agreement for natural gas amounted to a breach of the merger conditions (Gazprom / Lietuvos dujos)
Lithuanian Competition Authority (Vilnius)
Lithuanian Competition Council fines OAO Gazprom for failing to comply with merger conditions* On 10 June, the Competition Council (KT) imposed a fine of 123,096,700 litas (approx. EUR 35,651,269) on OAO Gazprom for the failure to comply with merger conditions. In 2004, the KT allowed Gazprom (...)

The Danish Competition Authority abolishes commitments, which no longer are necessary for competition in the wholesale market for electricity in Western Denmark (DONG Energy / NESA)
Danish Competition and Consumer Authority (Copenhagen)
The Danish Competition Council Abolishes a Commitment from DONG Energy* On 28 May 2014 the Danish Competition Council abolished a commitment from a merger between Elsam (now DONG Energy) and Nesa in 2004. The commitment obliged DONG Energy to auction 600 MW electricity generation capacity (...)

The Australian Competition and Consumer Commission does not oppose proposed acquisition of fuel division after accepting an undertaking to sell four retail fuel sites (Caltex / Scotts)
Australian Competition and Consumer Commission (Canberra)
ACCC will not oppose proposed acquisition of the fuel division of the Scotts Group by Caltex following divestiture remedy* The Australian Competition and Consumer Commission has announced that it will not oppose the proposed acquisition by Caltex Australia Limited of the fuel division of the (...)

The Lithuanian Competition Authority allows acquisition by a state-owned company of a national operator in control of the natural gas transmission system (JSC EPSO-G / Amber Grid)
Lithuanian Competition Authority (Vilnius)
Competition Council clears acquisition of SC Amber Grid shares by JSC EPSO-G* On 19 May, the Competition Council (the KT) cleared acquisition of 38.9 per cent of SC Amber Grid shares by JSC EPSO-G (all the company’s shares together with already owned ones will amount to 56.6 per cent). Hence, (...)

The Latvian Competition Council concludes a sector inquiry into the market of fuel franchise agreements ( Statoil / Neste / Lukoil)
Konkurences padome (Riga)
The Competition Council Assessed an Influence of Franchise Agreements to the Competition into the Fuel Market* The Competition Council (CC) of Latvia concluded a sector inquiry into the market of fuel franchise agreements. The aim of the sector inquiry was to obtain the information on (...)

The Lithuanian Competition Authority imposes fines for the implementation of non-notified mergers and requires the undoing of a takeover in the petrol station market (Lukoil Baltija / Baltic Petroleum)
Lithuanian Competition Authority (Vilnius)
Competition Council fines Lukoil 11 817 700 LTL for implementing non-notified mergers* On 12 May, the Competition Council (the KT) fined UAB Lukoil Baltija 11 817 700 LTL ( ̴ 3 422 642 EUR) for implementing non-notified mergers and obligated the company to eliminate the breach. Having (...)

The Spanish Competition Authority approves an acquisition of exclusive control subject to remedies in the market of direct sales of petrol (REPSOL / PETROCAT)
DG COMP (Brussels)
On 7 April 2014 the National Markets and Competition Commission (“CNMC”) approved the acquisition of exclusive control of Repsol Comercial de Productos Petrolíferos S.A. (REPSOL) over Societat Catalana de Petrolis S.A. (PETROCAT) subject to remedies. PETROCAT is active in both the market of (...)

The Italian Regional Administrative Court of Lazio provides some lightening on the so–called “overflowing” and their relationship with the protection of competition (Italgas Acega Aps / Isontina Reti Gas)
Rucellai & Raffaelli (Milan)
1. Case examined by T.A.R. Lazio (Regional Administrative Court of Lazio) judgment, n. 3047, Italgas-Acegas-Aps / Isontina Reti Gas of March 20th 2014 . The decision concerns an appeal from a decision of the Italian Competition Authority (the “Authority”) prohibiting a concentration pursuant (...)

The Australian Competition Authority prohibits the acquisition of two power stations by the main electricity retailer (AGL Energy / Macquarie Generation)
Australian Competition and Consumer Commission (Canberra)
ACCC opposes AGL’s proposed acquisition of Macquarie Generation* The Australian Competition and Consumer Commission has today announced that it will oppose the acquisition of the assets of Macquarie Generation by AGL Energy Limited (AGL). The ACCC considers that the proposed acquisition is (...)

The Australian Competition Authority launches a market consultation on commitments in relation to a proposed acquisition of the business and assets of an energy supplier (AGL Energy / Macquarie Generation)
Australian Competition and Consumer Commission (Canberra)
ACCC to consult market on proposed undertaking from AGL* The Australian Competition and Consumer Commission today commenced market consultation on a proposed undertaking offered by AGL Energy Limited (AGL) in relation to its proposed acquisition of the business and assets of Macquarie (...)

The Moscow Arbitration Court upholds the decision of the Russian Competition Authority refusing to approve a merger in the electric power sector (Gazprombank / Moesk)
Russian Federal Antimonopoly Service (Moscow)
The Supreme Arbitration Court of the Russian Federation pronounced legitimacy of a refusal to satisfy a transaction by “Gazprombank” OJSC* On 24th January 2014, the Supreme Arbitration Court (VAC) of the Russian Federation dismissed a claim of “Gazprombank” OJSC to transfer a case to the Presidium (...)

The EU Commission clears the merger proposed by a Russian energy supplier targeting a number of companies established in Germany and Netherlands (Gazprom / Wintershall)
Bird & Bird (Dusseldorf)
Commission Clears Acquisition of German and Dutch Gas Supply and Storage Joint Ventures by Gazprom* Applying the EU Merger Regulation, the European Commission has cleared a proposed acquisition of (i) joint control over WINZ and Wintershall Services of the Netherlands and (ii) sole control (...)

The Hellenic Competition Commission unanimously approves merger in the oil products and lubricants market (Motor Oil / Cyclon)
Ernst & Young (Athens)
On December 2, 2013 the Hellenic Competition Commission (hereinafter: HCC) unanimously approved the acquisition of a controlling stake in CYCLON HELLAS S.A. (hereinafter: CYCLON) by MOTOR OIL HELLAS S.A. (hereinafter: MOH). MOH is a Greek company mainly active in the markets of oil refining; (...)

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