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Application for Authorisation of Acquisition of Macquarie G Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... Main Menu Original Word Document (5.0 MB) AUSTRALIAN COMPETITION TRIBUNAL Application for Authorisation of Acquisition of Macquarie Generation by AGL Energy Limited [2014] ACompT 1 Citation: Application for Authorisation of Acquisition of Macquarie Generation by AGL Energy Limited [2014] ACompT 1 Applicant: AGL ENERGY LIMITED File number: ACT 1 of 2014 Tribunal: MANSFIELD J, PRESIDENT MR G F LATTA, MEMBER PROF D K ROUND, MEMBER Date of decision: 25 June 2014 Catchwords: AUTHORISATION – authorisation under s 95AT Competition and Consumer Act 2010 (Cth) of acquisition of shares in the capital of a body corporate or to acquire assets of another person BENEFIT TO THE PUBLIC – identification of potential public benefits – consideration of public benefits of proposed acquisition – review of claimed public benefits – weighing against public detriment MARKET DEFINITION – existence of anti-competitive effects on the relevant markets – no substantial lessening of competition in the electricity wholesale and retail markets in NSW – effect of the proposed acquisition on the market for hedge contracts – consideration of the Victorian and South Australian electricity wholesale and retail markets FUTURE WITH AND WITHOUT – robust and commercially realistic judgment – likely future if the proposed acquisition were to proceed – State’s fiscal position will be improved by approximately $1 billion – proposed acquisition was the sole offer above the retention value of the assets – funds to facilitate implementation of infrastructure improvement in NSW – consideration of likely future in the absence of the proposed acquisition – State will likely continue to operate the assets in the short term to medium term – State will continue to seek to dispose of the assets in the future – future sale price likely to be less than current sale price – funds available to invest in infrastructure be reduced 1 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... Legislation: Competition and Consumer Act 2010 (Cth) ss 50, 95AT, 95AU, 95AV, 95AZA, 95AZC, 95AZD, 95AZEA, 95AZF, 95AZG, 95AZH, 95AZI, 95AZJ, 103, 105, 106 National Electricity (South Australia) 1996 (SA) National Electricity Law National Electricity Rules Environmental Planning and Assessment Act 1979 (NSW) Restart NSW Fund Act 2011 (NSW) Energy Services Corporations Act 1995 (NSW) State Owned Corporations Act 1989 (NSW) Electricity Generator Assets (Authorised Transactions) Act 2012 (NSW) Infrastructure Act 2011 (NSW) Competition and Consumer Regulations 2010 Cases cited: Australian Competition and Consumer Commission v Metcash Trading Ltd (2011) 198 FCR 297 cited Australian Gas Light Co v Australian Competition and Consumer Commission(No 3) (2003) 137 FCR 317 cited Queensland Co-operative Milling Association Ltd and Defiance Holdings Ltd (1976) 8 ALR 481 cited Re Queensland Independent Wholesalers Ltd (1995) 132 ALR 225 cited Re Qantas Airways Limited [2004] ACompT 9 cited Re Australian Association of Pathology Practices Inc (2004) 206 ALR 271 cited VFF Chicken Meat Growers’ Boycott Authorisation (2006) ATPR 42-120 cited Application by Medicines Australia Inc (2007) ATPR 42-164 cited Re 7-Eleven Stores Pty Limited (1994) ATPR 41-357 cited Re Rural Traders Cooperative (WA) Ltd (1979) 37 FLR 244 cited Re Howard Smith Industries Pty Ltd (1977) 28 FLR 385 cited Date of hearing: 2-6 and 10, 11 and 13 June 2014 Place: Adelaide (via videolink to Sydney and Melbourne) Category: Catchwords Number of paragraphs: 396 Counsel for the Applicant: AJL Bannon SC, CA Moore SC, RCA Higgins, D Roche and D Hughes Solicitor for the Applicant: Ashurst 2 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... Counsel for the Australian C Scerri QC, N De Young, C Exell and D Forrester Competition and Consumer Commission: Solicitor for the Australian DLA Piper Competition and Consumer Commission IN THE AUSTRALIAN COMPETITION TRIBUNAL ACT 1 of 2014 RE: APPLICATION FOR AUTHORISATION OF ACQUISITION OF MACQUARIE GENERATION BY AGL ENERGY LIMITED Applicant TRIBUNAL: MANSFIELD J, PRESIDENT MR G F LATTA, MEMBER PROF D K ROUND, MEMBER DATE OF ORDER: 25 JUNE 2014 WHERE MADE: ADELAIDE VIA VIDEO LINK TO SYDNEY AND MELBOURNE THE TRIBUNAL DETERMINES THAT: 1. AGL Energy Limited (AGL) be granted an authorisation pursuant to s 95AT of the Competition and Consumer Act 2010 (Cth) to acquire the assets of Macquarie Generation, on the conditions (the Conditions) set out in the Schedule to this Determination and in accordance with the Sale and Purchase Agreement (Macquarie Generation Assets) entered between the State of New South Wales and AGL’s wholly owned subsidiary, AGL Macquarie Pty Ltd, on 12 February 2014. 2. The table titled “Credit exposure and maturity limits” in Annexure 1 to the Conditions must remain confidential and must not be published to any person other than the officers of AGL, the Australian Competition and Consumer Commission and its officers, and the Approved Independent Auditor appointed pursuant to the Conditions. 3. The acquisition of the assets of Macquarie Generation by AGL be completed by 24 June 2015. 3 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 4 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 5 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 6 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 7 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 8 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 9 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 10 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 11 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 12 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 13 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 14 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 15 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 16 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 17 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 18 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 19 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 20 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 21 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 22 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... 23 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... IN THE AUSTRALIAN COMPETITION TRIBUNAL 24 sur 90 16/09/2014 19:42 Application for Authorisation of Acquisition of Macquarie G... http://www.judgments.fedcourt.gov.au/judgments/Judgments/t... ACT 1 of 2014 RE: APPLICATION FOR AUTHORISATION OF ACQUISITION OF MACQUARIE GENERATION BY AGL ENERGY LIMITED Applicant TRIBUNAL: MANSFIELD J, PRESIDENT MR G F LATTA, MEMBER PROF D K ROUND, MEMBER DATE: 25 JUNE 2014 PLACE: ADELAIDE (VIA VIDEOLINK TO SYDNEY AND MELBOURNE) REASONS FOR DECISION INTRODUCTION 1 AGL Energy Limited (AGL) applied on 24 March 2014 to the Australian Competition Tribunal (the Tribunal) for an authorisation under s 95AT of the Competition and Consumer Act 2010 (Cth) (the CC Act) of the proposed acquisition by its subsidiary AGL Macquarie Pty Limited of the assets of Macquarie Generation (Proposed Acquisition). The Proposed Acquisition involves, in essence, acquisition of the Liddell and Bayswater electricity generation plants of Macquarie Generation in New South Wales (NSW). Macquarie Generation is presently wholly owned by the State of New South Wales (the State). 2 Following the lodgement of further documents by AGL, the Tribunal determined AGL’s application to be valid on 27 March 2014. It is common ground that, for the purposes of s 95AZI of the CC Act, a valid application was made on 27 March 2014. 3 The effect of an authorisation is that s 50 of the CC Act – which prohibits acquisitions of shares or assets that would have the effect, or be likely to have the effect, of substantially lessening competition in a market – will not apply to prevent the Proposed Acquisition from taking place.
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