Brussels, 11 May 2011
Mergers: Commission approves acquisition of joint control of Ansaldo Energia by First Reserve Fund and Finmeccanica
The European Commission has cleared under the EU Merger Regulation the proposed acquisition of joint control by a subsidiary of First Reserve Fund XII LP and by Finmeccanica S.p.A. of Ansaldo Energia of Italy. Ansaldo Energia is currently solely controlled by Finmeccanica S.p.A. After examining the operation, the Commission concluded that the transaction would not significantly impede effective competition in the European Economic Area (EEA) or any substantial part of it.
The Commission was notified a deal on 31 March, whereby FR Mansail Limited of the UK, a subsidiary of First Reserve Fund XII L.P., acquires a 45% stake in Ansaldo Energia of Italy, currently a solely-owned subsidiary of Finmeccanica S.p.A., also of Italy. First Reserve Fund is based in the Cayman Islands.
The transaction does not result in any horizontal or vertical relationship between the activities of each of the parent companies and those of the joint venture. The only markets where the parent companies of the joint venture are engaged in activities which are vertically related are (i) the manufacture and sale of civil helicopters upstream and (ii) the transportation to offshore (oil and gas) platforms and vessels and rescue activities carried out by helicopter downstream.
However, those activities are completely unrelated to those carried out by the joint venture. The Commission therefore concluded that the proposed acquisition would not raise competition concerns and approved the deal under the European Union's merger control rules.
First Reserve Fund II is an investment fund of First Reserve Corporation, a private equity firm specialised in investments in the energy industry, including oilfield services, energy infrastructure, and power and energy reserves.
Finmeccanica is an Italian undertaking whose main activities focus on aerospace, defence and security. Ansaldo Energia is a subsidiary of Finmeccanica active in the power generation systems and components sector whose customers include public sector agencies, independent producers and industrial companies.
Further information relating to this case is available at:
Merger control rules and procedures
The Commission, in 1989, was given the power to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation). The Commission clears the vast majority of mergers without conditions and only requires remedies or prohibits mergers when the notified transaction would lead to a significant impediment to competition and make consumers worse off.
From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).