The Italian Competition Authority, after having opposed to a so-called merger transaction under Art. 81 EC, imposes substantial modification to the original acquisition agreement and finally clears the transaction as a merger (Anonima Petroli Italiana / ENI)

API Anonima Petroli Italiana (“API”) is an undertaking active in the distribution, marketing and refinement of oil products. ENI is active mainly in the oil and natural gas sectors. IP, a subsidiary owned at 100% by ENI, is active in the marketing of oil products. On 1 June 2005, API and ENI notified the acquisition by the former of a 90% stake in IP. By virtue of the agreement API had the option to acquire the remaining 10% stake still owned by ENI. The agreement gave ENI the power to impose a veto on different issues of the management of IP, including: (1) capital increases, (2) mergers or splits-up of the