Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu . 
  EUROPEAN COMMISSION 
Brussels, 30.4.2021 
C(2021) 3200 final   
PUBLIC VERSION 
 
Luminus S.A. 
Boulevard du Roi Albert II 7  1210 Saint-Josse-ten-Noode 
Belgium 
Subject: Case M.10173 – Luminus/Essent Belgium 
Commission decision pursuant to Arti cle 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam, 
(1) On 23 March 2021, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Luminus S.A. 
(‘Luminus’, Belgium) acquires within the m eaning of Article 3(1)(b) of the Merger 
Regulation sole control of the whole of Essent Belgium NV (‘Essent Belgium’, 
Belgium)3. (Luminus and Essent Belgium are designated hereinafter as the ‘parties’ 
to the proposed transaction.) 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ’Merger Regulation’). With effect from 1 December 2009, the Treaty on the 
Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of 
‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will be used throughout this decision. 
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’). 
3  Publication in the Official Journal of the European Union No C 113 , 31.3.2021, p. 14. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other confidential information. The 
omissions are shown thus […]. Where possible the information omitted has been 
replaced by ranges of figures or a general 
description.
 
 
 
2 1. THE PARTIES  
(2) Luminus is controlled by EDF S.A. (‘EDF’, France). It is active in Belgium in the 
markets for generation and supply of electricity, gas trading on hubs, supply of gas to dealers as well as the retail supply of electricity and gas to large industrial and 
commercial (‘I&C’) customers, small I& C customers and household customers. 
Luminus also provides various energy-re lated services in Belgium for both 
household and I&C customers, including heating, ventilation, and air conditioning 
solutions, photovoltaic panels, e-mobility solutions, and energy performance 
contracts. 
(3) Essent Belgium is active in the retail supply of electricity and gas to small I&C 
customers and household customers and in the supply, installation and maintenance 
of photovoltaic panels in Belgium. 
2. T
HE TRANSACTION  
(4) The proposed transaction consists of th e acquisition by Luminus of 100% of the 
shares of Essent Belgium. Upon completion of the Transaction, Luminus will 
exercise sole control over Essent Belgium. 
3. UNION DIMENSION  
(5) The undertakings concerned have a combined aggregate world-wide turnover of 
more than EUR 5 000 million [EDF: EUR 71,317 million; Essent Belgium: EUR 
497 million]4. Each of them has a Union-wide turnover in excess of EUR 250 
million [EDF: EUR […]; Essent Belgium: EUR […])], and they do not achieve more 
than two-thirds of their aggregate Union-wide turnover within one and the same 
Member State. The Transaction therefore has a Union dimension within the meaning of Article 1(2) of the Merger Regulation.  
4. C
OMPETITIVE ASSESSMENT  
(6) The Parties’ activities overla p horizontally as regards the retail supply of electricity 
and high-calorific gas (‘H-gas’) and low- calorific gas (‘L-gas’) to small I&C 
customers and household customers in Belgium. There are also horizontal overlaps 
in the supply, installation and maintenance of photovoltaic panels, trading of 
Guarantee of Origin certificates (‘GoOs’)5 and, marginally, in other activities in 
Belgium,6 none of which gives rise to an affected market under any plausible 
product or geographic market definition.  
(7) The Transaction also gives rise to the following vertical li nks: (i) between the 
generation and supply of electricity in  Belgium (upstream) where Luminus is 
present, and the retail supply of electricity to small I&C customers and household 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation. 
5  See footnote 101 of the form CO. 
6  Namely, the supply and installation of smart home services, the maintenance of gas boilers for household 
customers, and the supply of electric vehicle charging stations in Belgium. 
 
 
3 customers (downstream) in Belgium where both Luminus and Essent Belgium are 
present; and (ii) between gas trading on hubs and the supply of H-gas and L-gas to 
dealers in Belgium (upstream) where Luminus  is present, and the retail supply of H-
gas and L-gas to small I&C customers a nd household customers (downstream) in 
Belgium, where both Luminus and Essent Belgium are present. These overlaps do 
not give rise to any vertically affected market under any plausible product and geographic market definition.  
(8) The present Decision will therefore focus on the impact of the proposed transaction on the retail supply of electricity, H-gas a nd L-gas to small I&C customers and to 
household customers in Belgium.   
4.1. Markets for the retail supply of electricity to small I&C and household 
customers 
4.1.1. Relevant markets 
4.1.1.1. Product market definition 
(A) Distinction by type of customers 
(9) In the past the Commission distinguished, within the retail supply of electricity in 
Belgium, three separate product markets for the supply of electricity to: (i) large I&C 
customers connected to the transmission ne twork (at above 70 kilovolts (kV)); (ii) 
small I&C customers connected to the distribution networks (below 70 kV); and (iii) 
household customers.
7 These definitions, which are not contested by the Parties and 
have been confirmed by the market investigation8, are to be retained for the purposes 
of this Decision. The Parties’ activities only overlap with respect to the latter two. 
(B) Retail supply of “green” electricity 
(10) The Commission considered whether a separate product market for the retail supply 
of electricity energy generated from renewa ble sources (‘green electricity’) to small 
I&C and household customers should be defined.9  
(11) The Parties considered that there are no separate markets for the supply of green 
electricity for several reasons.10 First, green energy is supplied under very similar 
tariffs to non-green energy. In addition, the Parties stress that price remains the main 
selection criterion of consumers and that ul timately whether energy is green or not 
                                                 
7  In relation to Belgium, see Cases COMP/M.9587 Engie / EDP Renovaveis / EDPR Offshore Espana  
(25/02/2020), paragraphs 21-24, 27-28; COMP/M.8855 Otary / Eneco / Electrabel / JV  (05/07/2018), 
paras. 26-28; COMP/M.5549 EDF/Segebel  (12/11/2009), paragraphs 131-133, 138; COMP/M.4180 Gaz 
de France/Suez  (14/11/2006), paragraphs. 689-695, 738-743. 
8  See replies to question 3-5 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas 
and electricity and to question 3-5 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply 
of gas and electricity. 
9  See Decision 21-DCC-18 of the French competition authority (29 January 2021) concerning Dijon 
Métropole, Storengy and Rougeot, paragraphs 66–7 3, where ultimately the question of whether there 
should be a new retail segmentation for the supply of green electricity in France was left open.  (https://www.autoritedelaconcurrence fr/fr/decision-d e-controle-des-concentrations/relative-la-prise-de-
controle-conjoint-de-la-societe-dijon ).  
10  Paragraph 156 of the form CO. 
 
 
4 only has a minor influence on customers’ choice. Moreover, GoOs and green gas 
certificates systems are designed in such a way that all suppliers can offer green 
energy. Furthermore, the parties underline that launching a “green tariff” is 
straightforward and only requires slight tw eaks in the procurement strategy. Lastly, 
the parties emphasise that all suppliers currently offer “green energy products”.  
(12) The Commission agrees that, at the presen t stage, narrower markets for the retail 
supply of green electricity are not warranted  in Belgium, for the following reasons.  
(13) The Belgian federal energy regulator, the Commission for Electricity and Gas 
Regulation (‘CREG’), told the Commission that it considers green energy to be an 
element of competition rather than a separate market and that it has not seen a 
particular increase in the number of green electricity contracts being offered.11  
(14) From the demand side, six of the 12 small I&C customers responding to the 
Commission’s market investigation12 replied that green electricity should be 
considered a separate segment of the market, with five of those respondents stating 
that they are ready to pay a higher price for green electricity.13 However, most of the 
competitors and customers who responded to the questionnaires confirmed that price is the most important factor by which customers select their electricity supplier, and only two of the customers ranked the type of electricity (green) amongst the two 
most important factors and none of the competitors did so.
14  
(15) From the supply-side, all competitors responding to the market investigation 
indicated that the supply of green energy should not be considered a separate 
segment of the retail market, with two competitors commenting that “ [g]reen energy 
is likely to be another element of co mpetition rather than a separate market”  and 
“[g]reen electricity is an additional product attribute a supplier can offer to its 
customers, but doesn’t justify to be a separate segment per se ”.15 All respondents to 
the market investigation have indicated that they already supply at least some green 
electricity.16 This can be done either by producing green electricity themselves or by 
purchasing GoOs. GoOs allow for the traceability of the electricity that is purchased 
by a supplier on the wholesale market and offer the guarantee that a quantity of 
electricity equivalent to the certificate has been produced using a renewable energy 
                                                 
11  See paragraph 6 of the Minutes of the call between DG COMP and CREG of 24 February 2021. 
12  In relation to customers of the Parties, for its market investigation the Commission engaged with some of 
their small I&C customers but not with any household cu stomers as it was impractical to do so. It seems 
reasonable to suppose that the comments of small I&C customers would reflect similar views of 
household customers. In any case, the Commission did engage with competitors active in the supply to household customers and, in addition, it also engaged with CREG and the views of the regulator cover, 
among other things, the household markets. 
13  See replies to questions 6 and 7 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of 
gas and electricity.  
14   See replies to question 19 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas 
and electricity and replies to question 29 of Questionnaire Q2 – Questionnaire to Competitors in the retail 
supply of gas and electricity. 
15  See replies to question 9 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity. 
16  See replies to question 7 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity. 
 
 
5 source.17 The prices of such certificates are reflected on the invoice sent to the 
customer but only represent a limited propor tion of the final price of electricity. In 
Belgium, in 2020, the increase was of 0.70 EUR/MWh. By way of illustration, the 
average yearly electricity consumpti on of an average household is 3.5 MWh.18 Its 
impact in the final price is thus insignificant. This means, on the one hand, that 
customers that opt for “green electricity” contracts do not necessarily need to pay a 
significantly higher price than customers that choose non-green contracts, and 
second, that suppliers can start offering gr een electricity or expanding their current 
offer without the need to adjust any production or distribution assets, make 
additional investments (other than the cost of purchasing of GoOs) or incur in any 
time delays.  
(16) Therefore, even if for some customers gr een and “non-green” electricity were not 
completely substitutable, the effects of supply-side substitutability could be seen as 
equivalent to those of demand substitution in terms of effectiveness and immediacy, 
since suppliers are able to switch to the relevant products and market them in the 
short term.19  
(C) Default customers and protected customers 
(17) In the past the Commission has considered that in Germany basic or default supply 
tariffs, i.e. those applicable to disengaged customers who remain with their historical 
incumbent, are not materially constrained by competitive tariffs and, as a result, the two types of contracts constitute two separate relevant product markets.
20 For this 
reason, the Commission has considered whether within the retail supply market to 
household customers in Belgium a separate  market should be considered for the 
supply to default customers, i.e. passive customers who did not change supplier 
since the liberalisation of the market.21  
(18) In the case of Belgium a market segmentation for the supply to default customers 
may not be warranted as in Belgium such customers are supplied under regular 
tariffs and these contracts are not specifically regulated,22 which means there is no 
indication of any substantial price differe nce between the prices and other conditions 
applied to default and non-default customers. Moreover, the majority of respondents to the market investigation did not support such a sub-segmentation.
23 In any event, 
                                                 
17  In practice, the GoO system guarantees that, at the EU level, for every MWh of green electricity that is 
sold, one MWh of green electricity has effectively been produced. The Parties are present in the market 
for the trading of GoOs but this does not constitute an affected market for the purposes of this Decision 
(see recital (6)).  
18  See paragraph 150 of the form CO.  
19  See Commission Notice on the definition of relevant market for the purposes of Community competition 
law (97/C 372/03), paragraph 20-21. 
20  See Case COMP/M.8870 E.ON / Innogy  (17/09/2019), paragraphs 47-62. 
21  The gas and electricity retail supply markets in Belgium were fully liberalised in Flanders on 1 July 2003, 
and in Brussels and Wallonia for business customers on 1 July 2004 and fully on 1 January 2007. Customers who had not actively entered into a new contract were assigned to the supplier selected (after a 
public tender) as default supplier for the corresp onding distribution system operator (‘DSO’). No such 
customers still exist in Flanders. In 2019, such cu stomers represented 4-7% of gas and electricity 
customers in Wallonia and 9-10% of customers in Brussels (paragraphs 218-223 of the form CO). 
22  See paragraphs 218-223 of the form CO. 
23  See replies to question 14 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity.  
 
 
6 the question whether a separate market exists for the supply of electricity to default 
customers can be left open as the proposed transaction does not raise serious doubts 
as to its compatibility with the internal market under any plausible product market 
definition. 
(19) The Commission has also considered whether narrower product markets should be 
considered including only the supply of electricity to protected household customers eligible for a social tariff, which applies to around 15% of the household customers 
in Belgium.
24 The Parties contend that a market segmentation for supply to protected 
customers is not warranted because there is no active competition between energy 
suppliers for protected customers, who pay the same social tariff irrespective of the 
supplier they have.25 A small majority of respondents to the market investigation 
supported such a sub-segmentation.26 In any event, the question whether a separate 
market exists for the supply of electricity to protected customers can be left open as 
the proposed transaction does not raise serious doubts as to its compatibility with the 
internal market under any plausible product market definitions. 
4.1.1.2.  Geographic market definition 
(20) In the past the Commission considered that the geographic scope of the electricity 
retail supply markets in Belgium was not wider than national but left open whether 
these markets should be considered nation al or regional (Flanders, Wallonia and 
Brussels region) in scope.27 The Parties contend that the retail markets are national in 
scope. A slight majority of the responses to  the market investigation suggested that 
the market is national. In any case, the question whether the electricity retail supply 
markets in Belgium should be considered national or regional in scope can be left 
open as the proposed transaction does not raise serious doubts as to its compatibility 
with the internal market under any pl ausible geographic market definition. 
4.1.2.  Horizontal non coordinated effects 
4.1.2.1.  The Notifying Party’s views 
(21) The Notifying Party submits that the proposed Transaction will not give rise to 
concerns in the markets for the retail supply of electricity and gas28 to small I&C and 
household customers for the following reasons: first, the combined entity’s market 
shares will be limited; second, the share increment will be low;29 third, the energy 
markets in Belgium are very competitive with switching rates among the highest in 
Europe;30 fourth, markets are dominated by the incumbent Engie, with almost [70-
                                                 
24  Customers in Belgium may be eligible for a regulated social electricity and gas tariff if they meet some 
specific conditions. The social tariff levels are determined by CREG. The social tariff levels, which are 
determined quarterly, are lower than the price level of all other supply contracts because they are based on 
the lowest price that is offered, at that moment, by suppliers . 
25  Paragraphs 227 and 228 of the form CO.  
26  See replies to question 15 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity. 
27  Cases COMP/M.9587 Engie / EDP Renovaveis / EDPR Offshore Espana  (2020), paragraph 28; 
COMP/M.8855 Otary / Eneco / Electrabel / JV  (2018), paragraph 31; COMP/M.5549 EDF / Segebel  
(2009), paragraph 137; COMP/M.4180 Gaz de France / Suez  (2006), paragraphs 739, 740, 742. 
28  The Parties’ provide the same arguments in relation to the electricity and gas markets. 
29  Paragraph 368 et seq . of the form CO.  
30  Footnote 297 of the form CO.  




 
 
11 had not yet actively signed up with a supplier and were therefore still supplied by the 
default supplier was already equal to 0%. In Wallonia, the number of “passive 
customers”, i.e. those who did not chose a supplier at the time of the liberalisation, in 
2019 amounted to a 7% for household electricity customers and 6% for non-
household customers, 4% for household gas customers, and 5% for non-household 
gas customers. In Brussels, the share of these customers at the end of 2019 was 10% for all electricity customers (both household and non-household) and 9% for all gas 
customers.
49 In all cases, the figures provided sh ow that the number and percentage 
of these default customers have been decreasing intensely in the last decade.50 In any 
case, according the Parties’ best estimates, their combined share among these 
customers would be below [5-10]% at national level and in the Wallonia/Brussels 
regions combined, both for household and for small I&C customers. 
(32) As regards protected customers, Luminus e xplains that once a customer qualifies for 
the social tariff, the customer is automatically transferred to the more favourable 
social tariff price level while remaining with the same supplier.51 Therefore, 
protected customers are automatically assigned to their current supplier and, as 
social tariffs are fixed and determined by public authorities, suppliers cannot 
compete with more attractive prices for these customers. For these reasons, Luminus 
submits that shares among protected customers generally reflect the market shares 
for the supply of electricity and gas to household customers and therefore estimates 
that the Parties’ shares at national level would be approximately [20-30]% (for Luminus) and [5-10]% (for Essent Belgium) both for gas and electricity.  
(C) Other elements  
(33) On the supply-side, in addition to the moderate market share levels of the Parties, the 
Commission notes that there are more than eight other market players that supply 
electricity to small I&C and household customers and there seem to be no apparent 
obstacles for these suppliers to expand their sales in the market as a response to a 
price increase by the Parties’ post-merger. The market investigation has indeed confirmed this. In fact, a majority of re spondents to the market investigation have 
indicated (i) that the Parties do not have any competitive advantage vis-à-vis  other 
entities which already offer electricity retail supply services in Belgium,
52 and (ii) 
that following the proposed transaction electricity prices would remain essentially 
unaltered since sufficient compet ition would remain post-merger.53 Moreover, the 
                                                 
49  See paragraphs 221 et seq . of the form CO. Luminus additionally notes that, according to the Walloon 
regional regulator, active and passive household customers have been charged tariffs that are on average significantly equivalent. 
50  In Wallonia, the number of passive customers has decreased from more than 700,000 in 2007 (right after 
the liberalisation) to slightly above 100,000 in 2019 for household customers, and from around 90,000 to 
13,000 for non-households. In Brussels, passive customers have decreased from 85% of the total number of customers in 2007 to 10% in 2019 for all customers. The figures provided show that the decrease has 
continued, albeit at a less pronounced pace, also in the more recent years. See Luminus’ reply to question 
2 of RFI 5 of 9 April 2021. 
51  Paragraphs 227 et seq.  of the form CO. In 2021 there were an estimated 1.4 million customers benefitting 
from social tariffs in Belg ium (870,000 PODs for electricity and 529,000 for gas). 
52  See replies to question 33 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas 
and electricity and replies to question 22 of Questionnaire Q2 – Questionnaire to Competitors in the retail 
supply of gas and electricity. 
53  See replies to question 25 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas 
and electricity. 
 
 
12 responses to the market investigation do not support that the Parties could be 
considered particularly close competitors.54  
(34) Some competitors voiced some concerns in relation to the vertical integration of the 
combined entity and to the alleged duopolistic structure of the market55 (which are 
addressed in Section 4.3below) although one of them at the same time admitted that 
commodity prices in the market are currently low,56 and one referred generically to 
the size of the merged entity as a possible competitive advantage. However, of those 
competitors, only one indicated that the proposed transaction could have a negative 
impact of the retail supply markets of electricity, whereas one said – like the 
majority of competitors – that it would have no impact on the market and the third 
one was of the view that the proposed transaction would have a positive  impact in 
the market. Moreover, all competitors (i.e. also those which expressed some 
concerns) considered that (i) were the merged entity to increase prices, there would 
be alternative suppliers for customers to turn to, and that (ii) the proposed transaction 
will have no impact on prices in the market. Besides the impact on prices, none of 
the Parties’ competitors identified any other possible effects that the proposed 
transaction could have in the market. 
(35) From the demand side, most small I&C customers responding to the market 
investigation explained that they organise tenders for their electricity contracts, for 
which they receive at  least three offers.57 And – like competitors – most of them 
were of the view that if the merged entity were to increase prices, there would be 
alternative suppliers, in addition to Engie , to turn to.58 Some I&C customers even 
indicated that they receive offers to switch suppliers several times per month, and others replied that the market is open and competitive and that there are enough 
alternative suppliers.
59 Finally, most I&C customers declared to have switched 
electricity supplier in the last five years and all customers considered it relatively 
easy or very easy to switch supplier,60 which would be consistent with the high 
switching rate in the Belgian market.61   
                                                 
54  All customers and competitors consider Engie as Luminus’ closest competitor. Competitors consider 
Essent to be Luminus’ fourth competitor (Lampiris and Eneco being second and third). By contrast, 
customers place Essent as the second closest at the same level as Eneco. Competitors and customers consider that Engie, Luminus and Eneco to be similarly close competitors to Essent. See replies to 
question 20 and 21 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas and 
electricity and replies to question 30 and 31 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas and electricity.  
55  See replies to question 33 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity. 
56  See replies to question 42 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity. 
57  See replies to question 24 and 24.1 of Questionnaire Q1 – Questionnaire to Customers in the retail supply 
of gas and electricity. 
58  See replies to question 25 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas 
and electricity. 
59  See replies to question 25.1 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas 
and electricity. 
60  See replies to question 33 and 34 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of 
gas and electricity. 
61  See recital (21). 
 
 
13 (D) Conclusion 
(36) In view of the (i) moderate market shares that the combined entity would have post-
merger; (ii) the very limited market shar e increase brought about by the proposed 
transaction; (iii) the distance behind the ma rket leader (Engie); (iv) the existence of 
other competitors with market shares higher or equivalent than the market share 
increase; (v) the majority opinion by market respondents that the Parties have no particular competitive advantages, that there are sufficient alternatives (other than 
Engie) in the market, that it is very easy to switch suppliers, and that the proposed 
transaction will have no impact on prices or on other aspects of competition, the 
Commission takes the view that the proposed transaction does not raise serious 
doubts as to its compatibility with the internal market as regards the markets for the retail supply of electricity to small I&C customers and to household customers in 
Belgium. 
4.2. Markets for the retail supply of H-gas and L-gas to small I&C and household 
customers 
4.2.1.  Relevant markets 
4.2.1.1.  Product market definition 
(A) Distinction by type of customers 
(37) In the past the Commission distinguished th ree separate product markets in Belgium 
for the retail supply of gas to: (i) large I& C customers; (ii) small I&C customers; and 
(iii) household customers.
62 Those definitions, which are not contested by the 
Parties63 and have been confirmed by the market investigation64, are to be retained 
for the purposes of this Decision. The Parties’ activities only overlap with respect to 
the latter two. 
(B) Distinction by type of gas 
(38) Within each of these markets, the Commissi on has distinguished in the past separate 
product markets for the supply of H-gas and for the supply of L-gas.65  
(39) The Parties consider that distinction is no longer warranted given that customers 
must use the type of gas of the network to which they are connected, there are no 
                                                 
62  Case COMP/M.4180 Gaz de France  / Suez (2006), paragraphs 78-81. 
63  The criteria used to delineate the border between large and small I&C customers is either (i) whether the 
customer is connected to the transmission or distribution networks or (ii) a threshold of annual 
consumption (which the Parties suggest should be 10 GWh). In this decision, the analysis is based on the 
distinction between connection to the transmission or to the distribution network, but in any case the information provided shows that using the consumption threshold would not have any impact on the 
assessment (paragraphs 204-210 of the form CO).  
64  See replies to questions 8-10 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas 
and electricity and replies to question 16-18 of Questionnaire Q2 – Questionnaire to Competitors in the 
retail supply of gas and electricity. 
65  For cases relating to Belgium, see COMP/M.4180 Gaz de France/Suez  (2006) and COMP/M.5467 
RWE/Essent (2009).  
 
 
14 significant price differences, and it easy fo r all suppliers to procure both types of 
gas.66  
(40) The responses to the market investigation were mixed, with a slight majority of 
competitors responding that the supply of L- gas and H-gas should not be considered 
as being separate markets.67 Nearly half of the sma ll I&C customers who responded 
did not know which type of gas they are supplied.68 
(41) In any event, the question whether separate  markets exists for the retail supply of H-
gas and L-gas can be left open as the pr oposed transaction does not raise serious 
doubts as to its compatibility with the internal market under any plausible product 
market definitions.   
(C) Default customers and protected customers 
(42) As done for electricity in Section 4.1.1. 1(C), the Commission considered whether 
within the market for the retail supply of gas to household customers in Belgium 
separate product markets should be considered for the supply to (i) default 
customers, i.e. customers who did not change supplier since the liberalisation of the market, and (ii) protected household cust omers eligible for a social tariff. The 
analysis for gas is the same as presented above for electricity. Therefore the question 
whether separate markets exist for the reta il supply of gas to default and protected 
customers can be left open as the proposed transaction does not raise serious doubts 
as to its compatibility with the internal market under any plausible product market 
definitions. 
4.2.1.2.  Geographic market definition 
(43) The Commission has previously held that th e markets for the retail supply of gas in 
Belgium to I&C customers are national in scope, but for the retail supply to household customers it left open whether it should be considered national or regional 
(Flanders, Wallonia, Brussels region) in scope.
69 The Parties consider that the 
markets for the retail supply of gas in Belgium should be defined as national for all 
customers. The responses to the market in vestigation were mixed and inconclusive.70  
(44) In any case, the question whether the gas retail supply markets in Belgium should be 
considered national or regional (Flanders, Wallonia, Brussels region) in scope can be 
left open as the proposed transaction does not raise serious doubts as to its 
compatibility with the internal market under any plausible geographic market 
definition. 
                                                 
66  See paragraphs 172-186 of the form CO. The Notifying Party further mentions that with Dutch L-gas 
fields rapidly depleting, and in the absence of a ppropriate alternative sources for L-gas imports in 
Belgium, the Belgian government is preparing to  transition from L-gas to H-gas entirely by 2029. 
67  See replies to question 21 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity. 
68  See replies to question 11 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas 
and electricity. 
69  Cases COMP/M.5549 EDF / Segebel  (2009), paragraph 184; COMP/M.4180 Gaz de France / Suez  
(2006), paragraph 105.  
70  See replies to questions 16-18 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of 
gas and electricity and replies to questions 26-28 of Questionnaire Q2 – Questionnaire to Competitors in 
the retail supply of gas and electricity.  







 
 
22 Wallonia/Brussels regions combined, both for household and for small I&C 
customers. 
(63) As regards protected customers, the Commission refers to the assessment in Section 
4.1.1.1(C). The Parties’ shares at national level for the retail supply of gas to 
protected customers would be in line with those for the general market, i.e. 
approximately [20-30]% (for Luminus) and [5-10]% (for Essent Belgium). 
(C) Other elements 
(64) On the supply-side, in addition to the moderate market share levels of the Parties, the 
Commission notes that there are at least ei ght other market players that supply gas to 
small I&C and household customers and there seem to be no apparent obstacles for these suppliers to expand their sales in the market as a response to a price increase 
by the Parties’ post-merger. The market investigation has indeed confirmed this. In 
fact, as in the case of electricity markets, a majority of respondents to the market 
investigation have indicated (i) that the Parties do not have any competitive 
advantage vis-à-vis  other entities which already offer H-gas or L-gas retail supply 
services in Belgium,
90 and (ii) that following the proposed transaction H-gas and L-
gas prices would remain essentially unaltered since sufficient competition would remain post-merger.
91 Moreover, the responses to the market investigation do not 
support that the Parties could be considered particularly close competitors, neither in 
H-gas nor in L-gas.92 Finally, a majority of competitors considered that they could 
increase significantly the amount of H-gas or L-gas that they currently supply to 
retail customers.93 
(65) One competitor voiced some concerns in re lation to the alleged duopolistic structure 
of the market94 (which are addressed in Section 4.3 below) although at the same time 
admitting that commodity prices in the market are currently low,95 and another 
referred generically to the size of the merged entity as a possible advantage. 
However, both of them also indicated that prices in the gas market would not 
increase in the short or medium term as a re sult of the proposed transaction In fact, 
all competitors considered that (i) were the merged entity to increase prices, there 
                                                 
90  See replies to questions 29 and 30 of Questionnaire Q1 – Questionnaire to Customers in the retail supply 
of gas and electricity and replies to question 38 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas and electricity. One competitor raised concerns about possible coordination effects 
between Engie and Luminus; these are addressed in Section 4.3. 
91  See replies to question 39 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas 
and electricity.  
92  All customers and competitors consider Engie as Luminus’ closest competitor. Competitors consider 
Essent to be Luminus’ third or fourth competitor (at similar levels as Lampiris and Eneco). Customers 
place Essent as the second closest at the same level as Eneco. Competitors and customers consider that 
Engie and Luminus are similarly close competitors to Essent, with Eneco and Lampiris following closely. Competitors do not see any differences in closeness depending in the type of gas (H-gas or L-gas). See  
replies to questions 27 and 28 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of 
gas and electricity and replies to questions 36 and 37 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas and electricity. 
93  See replies to question 22 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity. 
94  See replies to question 41.1 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity. 
95  See replies to question 43 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity. 
 
 
23 would be alternative suppliers for customers to turn to, and that (ii) the proposed 
transaction will have no impact on prices in the market. None of the Parties’ 
competitors identified any other possible e ffects that the proposed transaction could 
have in the market. 
(66) From the demand side, most small I&C customers responding to the market 
investigation explained that they organise tenders for their gas contracts, for which 
they receive at least three offers.96 And – like competitors – most of them were of the 
view that if the merged entity were to increase prices, there would be alternative 
suppliers, in addition to Engie , to turn to.97  
(D) Conclusion 
(67) In view of the (i) moderate market shares that the combined entity would have post-
merger (in the case of market shares in terms of volume in the supply to small I&C 
even insufficient to give rise to affected markets); (ii) the limited market share 
increase brought about by the proposed tr ansaction; (iii) the distance behind the 
market leader (Engie); (iv) the existence of other competitors with market shares 
higher or equivalent than the market shar e increase; (v) the majority opinion by 
market respondents that the Parties have no particular competitive advantages in H-gas or L-gas, that there are sufficient altern atives (other than Engie) in the market, 
that there is scope for competitors to expa nd their sales of H-gas or L-gas to retail 
customers, and that the proposed transaction will have no impact on prices or on other aspects of competition, the Commission takes the view that the proposed 
transaction does not raise serious doubts as to its compatibility with the internal 
market as regards the markets for the reta il supply of H-gas and L-gas to small I&C 
customers and to household customers in Belgium. 
4.3. Vertical and coordinated effects 
(68) One competitor raised concerns that, due to the combined market share of Luminus 
and Engie post-merger in the electricity generation and retail markets, the market 
could evolve towards a “duopoly of vertically integrated companies” that may enable 
coordinated effects leading to less competi tion and possibly higher prices in the long 
term.
98 Another competitor mentioned that suppliers with electricity generation 
capacity have in general a significant advantage99 although it also considered that the 
proposed transaction would not have a negative impact on the market or would lead to higher prices.
100 
(69) As regards the Parties’ vertical integration, the Commission observes, first, that the 
proposed transaction does not lead to any ve rtically affected markets. Second, since 
                                                 
96  See replies to questions 31 and 31.1 of Questionnaire Q1 – Questionnaire to Customers in the retail supply 
of gas and electricity. 
97  See replies to questions 32 of Questionnaire Q1 – Questionnaire to Customers in the retail supply of gas 
and electricity. 
98  See replies to questions 41 and 42 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply 
of gas and electricity. 
99  See replies to question 33 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply of gas 
and electricity. 
100  See replies to questions 41 and 42 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply 
of gas and electricity. 
 
 
24 Essent Belgium is not present in the electricity generation market, the proposed 
transaction does not “create” a vertical inte gration (Luminus’ vertical integration is 
not merger-specific) but simply adds some  market share to the downstream market. 
Third, Luminus has provided data showing […],101. 
(70) In relation to any possible coordinated effects, the Commission notes, first, that the 
asymmetry between Engie and Luminous remains significant after the proposed transaction ([30-40]% vs [20-30]% in s upply to small I&C and [40-50]% vs [20-
30]% for household customers).
102 Second, as explained in Section 4.1.2.2(A), the 
structure of supply will remain essentially unaffected by the proposed transaction 
given the very limited share of Essent Belgium in retail supply to household 
customers (barely above [5-10]%) and its negligible presence in the supply to I&C customers (not present in the supply to la rge customers and [0-5]% share to small 
customers). In fact, the delta HHI of the proposed transaction in the retail supply of 
electricity to small I&C customers in Belgium would only be 65 in electricity and 50 
in gas (H-gas and L-gas combined).
103 Therefore, the proposed transaction does not 
seem to change in a significant way any incentives of Luminus and Engie to engage 
in any coordination. Third, there is consensus in the market that the proposed 
transaction will not give rise to an increase in prices.104 Fourth, the same competitor 
that raised concerns about the duopolistic structure of the market admits that 
commodity prices are currently low.105 
(71) In view of the above, the Commission consid ers that the Proposed Transaction does 
not raise serious doubts as to its compatibility with the internal market as a result of 
any vertical or coordinated effects. 
5. CONCLUSION  
(72) For the above reasons, the Commission has decided not to oppose the notified 
operation and to declare it compatible with the internal market and with the EEA 
Agreement. This decision is adopted in ap plication of Article 6(1)(b) of the Merger 
Regulation and Article 57 of the EEA Agreement.  
For the Commission 
 
 
(Signed) 
Margrethe VESTAGER 
Executive Vice-President  
                                                 
101  See paragraph 461 et seq. of the form CO. […]. 
102  See Commission Horizontal merger Guidelines, paragraph 48.  
103  See Commission Horizontal merger Guidelines, paragraph 20. In the case of retail supply of gas to small 
I&C customers the proposed transaction would not even gi ve rise to affected mark ets if markets shares in 
terms of volumes are considered. 
104  See Section 4.1.2.2(C). 
105  See replies to questions 42 and 43 of Questionnaire Q2 – Questionnaire to Competitors in the retail supply 
of gas and electricity.