Brussels, 04 December 2013
Mergers: Commission approves acquisition of German and Dutch gas supply and storage joint ventures by Gazprom
The European Commission has cleared under the EU Merger Regulation the proposed acquisition of (i) joint control over WINZ and Wintershall Services of the Netherlands and (ii) sole control over Wingas and WIEH of Germany by the Russian energy company Gazprom. The Commission concluded that the proposed transaction would not raise any competition concerns.
WINZ and Wintershall Services are active in oil and gas exploration and production in the North Sea, while Wingas and WIEH supply gas, mainly in Germany.
The Commission assessed the potential impact of the transaction on competition in the markets for the sale of gas in Germany, Austria and the Czech Republic, where Gazprom sells gas to downstream wholesalers and retailers, including Wingas which is both wholesaler and retailer. The Commission found that the acquisition would not allow Gazprom to restrict customers' access to gas supplies, given the presence of sufficient alternative upstream suppliers.
The Commission also assessed the potential effects of the acquisition on competition in the markets for the storage of gas in Germany and Austria. The Commission's investigation showed that most of the overlaps between the parties' activities were largely pre-existent to the transaction and/or involved only a very limited degree of integration.
The Commission therefore concluded that the transaction would not raise competition concerns. This decision is without prejudice to the Commission's on-going antitrust investigation involving Gazprom (see IP/12/937); both are decided on their own merits.
EU Competition law, including EU merger control, applies to all companies doing business in the EU. The purpose of EU merger control is to address any competition concerns which would be specifically caused by a given merger or acquisition.
Companies and products
Gazprom is a publicly listed company that is majority owned by the Russian Federation. Its principal activities are the exploration, production, transportation, supply, trading, distribution, and storage of natural gas.
Wintershall is a wholly-owned subsidiary of BASF and engages in the exploration and production of crude oil and natural gas in particular in Europe, Northern Africa, South America and Russia, as well as in natural gas pipeline operation, investment and natural gas supply and storage.
Wingas is currently jointly controlled by Wintershall and Gazprom. Wingas is active in the downstream wholesale and retail gas supply in Germany, Austria, the Czech Republic and several other Western European countries. Wingas also offers natural gas storage in Germany and Austria through its subsidiary astora.
WIEH is similarly currently jointly controlled by Wintershall and Gazprom and purchases gas from Gazprom for supply to German customers.
WINZ and Wintershall Services are wholly owned subsidiaries of Wintershall. WINZ is engaged in oil and gas exploration and production in the North Sea. Wintershall Services, in turn, provides platform staff and related services for WINZ.
Merger control rules and procedures
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. 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).