Case No COMP/M.3268 - SYDKRAFT / GRANINGE
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EN Case No COMP/M.3268 - SYDKRAFT / GRANINGE Only the English text is available and authentic. REGULATION (EEC) No 4064/89 MERGER PROCEDURE Article 6(1)(b) NON-OPPOSITION Date: 30/10/2003 Also available in the CELEX database Document No 303M3268 Office for Official Publications of the European Communities L-2985 Luxembourg COMMISSION OF THE EUROPEAN COMMUNITIES Brussels, 30/10/2003 SG (2003) D/232960 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EEC) No 4064/89 PUBLIC VERSION concerning non-disclosure of business secrets and other confidential information. The omissions are MERGER PROCEDURE shown thus […]. Where possible the information omitted has been replaced by ranges of figures or ARTICLE 6(1)(b) DECISION a general description. To the Notifying Party Dear Sir/Madam, Subject: Case No COMP/M.3268 – SYDKRAFT / GRANINGE Notification of 29.09.2003 pursuant to Article 4 of Council Regulation No 4064/89 1. On 29.09.2003 the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EEC) No 4064/891 (“the “Merger Regulation”) by which Sydkraft AB (“Sydkraft”, Sweden), belonging to the German E.ON Group (“E.ON”), acquires within the meaning of Article 3(1)(b) of the Council Regulation sole control of the whole of the undertaking Graninge AB (“Graninge”, Sweden), by way of purchase of shares. 2. After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation (EEC) No 4064/89 and does not raise serious doubts as to its compatibility with the common market and with the EEA Agreement. 1 OJ L 395, 30.12.1989 p. 1; corrigendum OJ L 257 of 21.9.1990, p. 13; Regulation as last amended by Regulation (EC) No 1310/97 (OJ L 180, 9. 7. 1997, p. 1, corrigendum OJ L 40, 13.2.1998, p. 17). Commission européenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11. I. THE PARTIES 3. Sydkraft is an energy company active in inter alia the fields of electricity, natural gas and district heating, mainly in Sweden but also in Finland. E.ON holds 55% of the shares in Sydkraft2; the Norwegian state-owned energy company Statkraft holds 45%. 4. Graninge is an energy company active in the fields of electricity and district heating in Sweden and Finland. The French energy company Eletricité de France (“EDF”) holds 36.3% of the shares in Graninge, two families hold together 17.5% and Sydkraft holds 36.4%. EDF and the two families have joint control over Graninge through a shareholders’ agreement.3 II. THE OPERATION 5. Sydkraft acquires EDF’s shareholding in Graninge and will hold 72.7% of the shares, thus gaining sole control over Graninge. III. CONCENTRATION 6. In the light of the above, it can be concluded that the operation constitutes a concentration within the meaning of article 3(1)(b) of the Merger Regulation. IV. COMMUNITY DIMENSION 7. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 billion4 (EUR 37,196 million for E.ON Group and EUR 370.4 million for Graninge). Each of E.ON Group and Graninge have a Community-wide turnover in excess of EUR 250 million [EUR….] million for E.ON Group and [EUR….] million for Graninge), but they do not achieve more than two-thirds of their aggregate Community- wide turnover within one and the same Member State (E.ON achieved more than two thirds of its community-wide turnover in Germany and Graninge achieved more than two thirds of its community-wide turnover in Sweden). The notified operation therefore has a Community dimension. 2 See Commission decision of 9.4.2001 in case No M.2349 – E.ON/Sydkraft. 3 See Commission decision of 25.5.1998 in case No M.1169 – EDFI/Graninge. 4 Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Notice on the calculation of turnover (OJ C66, 2.3.1998, p. 25). To the extent that figures include turnover for the period before 1.1.1999, they are calculated on the basis of average ECU exchange rates and translated into EUR on a one-for-one basis. 2 V. MARKET DEFINITION AND COMPETITIVE ASSESSMENT A. Overview of the Nordic electricity market 8. The Nordic electricity market – comprising Norway, Sweden, Denmark and Finland – is fully liberalised and connected through interconnectors. Anyone connected to any part of a national network in Denmark, Finland, Norway and Sweden can in principle buy (or sell) electricity from (to) anyone else connected to the network. 9. The total production of electricity in the Nordic countries amounts to approximately 380-390 TWh per year (of which Sweden accounts for approximately 40%, Norway 30%, Finland 20% and Denmark 10%). 10. Electricity is transmitted from power stations to consumers through a network of power lines (national grids, regional networks and local networks). The consumption and production of electricity must be in balance at every instant, which is achieved by balance control. There is a transmission system operator (“TSO”) in every country who is responsible for (i) the task of maintaining this balance, and (ii) the national grid. 11. Electricity prices are determined by supply and demand in the Nordic market. Nord Pool – the Nordic Power Exchange – is the central market place for sales and purchases of electricity in the Nordic region. Nord Pool operates the following market places: (i) Elspot (market for physical trading of electricity for next day delivery); (ii) Elbas (continuous physical market for balance purposes, i.e. trade in electricity closer to delivery time than Elspot); (iii) Eltermin (financial market for price hedging and risk management when buying and selling electricity power); and (iv) Eloptions (financial market for risk management and for forecasting future income and costs related to trade in electricity contracts). Nord Pool also offers a clearing services for power traded over the counter (OTC) and bilaterally. 12. It is at Nord Pool’s Elspot market where the daily electricity price (the “system price”) is set based on the interception of the aggregated supply and demand curves derived from daily bids from all the market players in the Nordic countries. During normal periods when there is no congestion (bottlenecks) in the inter-Nordic transmission network, the Nordic countries constitute one price area. During periods with bottlenecks, Nord Pool splits the market into separate price areas with different prices. In 2002, the Nordic Region was a single price area 35% of the time. The rest of the time, the Nordic Region was subdivided into different constellations of smaller price areas. B. Competitive assessment 13. The proposed transaction will lead to horizontal overlaps between the parties’ activities in (i) generation and wholesale of electricity, (ii) regulation power, (iii) financial energy trading, (iv) transmission and distribution of electricity, (v) supply of electricity to end- users, (vi) district heating, and (vii) supply of gas. 3 1. Generation and wholesale of electricity 1.a. Product market 14. The Commission has in previous decisions considered the generation and wholesale of electricity to constitute one separate product market.5 This encompasses the production of electricity at power stations as well as electricity physically imported through interconnectors. 15. Sydkraft considers electricity production as a separate product market for the following reasons. Electricity production may be regarded as the first part of the “value chain” of the market for production and wholesale supply of electricity. The production of electricity is required to take place in a separate legal entity from the delivery of electricity to end-users. The production is sold on a wholesale market either to traders, distribution companies or large industrial end-users. 16. Electricity can be traded on the wholesale market in a number of ways. At the bilateral market electricity is traded directly between a seller and buyer up to several years before the operating hour. 17. Elspot is an auction-based spot market for trade in power contracts for physical delivery where hourly power contracts are traded daily for physical delivery in the next day’s 24- hours period. According to Nord Pool’s annual report, in 2002, the volume of contracts traded via the Elspot market was 123.6 TWh, equivalent to 32% of the electricity consumption in the Nordic countries. This means that 68% of all physically traded electricity was traded outside the Nord Pool. 18. The Elbas market is an after-market for Elspot that allows the participants to settle contracts after the Elspot market has closed and until one hour before the operating hour. Due to the time span of up to 36 hours between Elspot price-fixing and delivery, participants use this market to improve their balance of physical contracts. 19. The Commission’s market investigation confirmed that generation and wholesale of electricity constitutes a separate product market. The market encompasses electricity sold on bilateral contract as well as electricity sold on Elspot and Elbas. The main reason being that producers would easily be able to substitute between these different markets in reaction to permanent price differences. 20. However, for the purpose of this decision the precise product market definition can be left open, since the transaction will not lead to competition concerns. 1.b. Geographic market 21. While the bilateral contracts require both parties to reside in the same country, Elspot allows for exchange of electricity between countries. Elspot sets the system price based on the interception of the aggregated supply and demand curves derived from bids from all the market players in the Nordic countries.