Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxel les, 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, 26.11.2021  
C(2021 ) 8778 final  
PUBLIC VERSION  
 
 
 
Hellenic Gas Transmission System Operator 
S.A. (DESFA)  
357 – 359 Mesogeion Ave.  
15231  – Chalandri  
Greece  
 
DEPA Commercial S.A.  
92 Marinou Antypa St.  
14121 – Iraklio, Attica  
Greece  
 
GasLog Cyprus Investments Ltd.  
69 Akti Miaouli St.  
18537 – Piraeus  
Greece  
 
Bulgartransgaz EAD  
Residential complex “Lyulin” 2, No. 
66 “Pancho Vladigerov” Blvd.  
1336 – Sofia  
Bulgaria  
 
Ms Copelouzou  
c/o Niki Trombouki  
Junction of 197 Kifissias Ave. & 40 -42 
Anavryton St.  
15124 – Marousi  
Greece  
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possible the information omitted has been 
replaced by ranges of figures or a general 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 Subject : Case M.10139 – DESFA / COPELOUZOU / DEPA / GASLOG / BTG / 
GASTRADE  
Commission decision pursuant to Article 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 20 October  2021 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which  Hellenic Gas 
Transmission System Operator S.A. (“DESFA”, Greece), Ms. Asimina‐Eleni 
Copelouzou (“Ms Copelouzou”, Greece), DEPA Commercial S.A. (“DEPA 
Commercial”, Greece), GasLog Cyprus Investments Limited (“GasLog”, Cyprus ) 
and Bulgartransgaz EAD (“BTG”, Bulgaria) acquire within the meaning of Ar ticle 
3(1)(b) and 3(4) of the Merger Regulation joint control of GASTRADE Limited 
Construction and Technical Company of Natural Gas S.A. (“GASTRADE”, Greece ) 
(“the Transaction” ).3 DESFA, Ms Copelouzou, DEPA Commercial, GasLog and 
BTG  are designated hereina fter as the “notifying parties ” and together with 
GASTRADE  as the  “parties ”.  
1. THE  PARTIE S   
1.1. DESFA  
(2) DESFA owns, operates, maintains, manages, exploits and develops the Greek high -
pressure gas transmission network, the National Natural Gas Transmission System 
(the “NNGTS”) , and as such is the Greek gas Transmission System Operator 
(“TSO ”). It also owns and operates the  Liquefied Natural Gas  (LNG ) terminal 
located on Revithoussa island, Greece (the “Revithoussa LNG Terminal”  or 
“Revithoussa” ). DESFA’s overall system (i.e. including the NNGTS and 
Revithoussa LNG Terminal ) is referred to as the Greek National Natural Gas System 
(“NNGS”).  
(3) DESFA is ultimately controlled by the Italian investment bank Cassa Depositi e 
Prestiti S.p.A. (“CDP”)4. CDP controls DESFA thr ough Snam S.p.A. (“Snam”) , 
which in turn controls DESFA via “SENFLUGA ENERGY INFRASTRUCTURE 
HOLDINGS SOCIETE ANONYME” (“Senfluga”) . Senfluga holds  66% of the 
shares  in, and voting rights of, DESFA. The Hellenic Republic holds the remaining 
34% participatio n in, and voting rights of, DESFA. Decisions in relation to DESFA's 
commercial strategy are adopted by simple majority and quorum. Senfluga, holding 
a majority of shares and voting rights, can therefore adopt such decisions. The 
                                                 
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 (the ‘TFEU’) has introduced certain changes, such as the replacement 
of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The t erminology 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 435 , 28.10.2021, p. 8.  
4  See Commission decision of July 12, 2013, in Case M.6 887 SNAM/ GISCI/ TIGF. Snam is the holding 
company of the Snam Group, which controls the main gas TSO in Italy, and has several participations in 
companies active in gas transmission and storage throughout the EU.  
 
3 Hellenic Republic does not have any veto rights beyond those normally accorded to 
protect the financial interests of a minority shareholder.5 Senfluga’s sole control over 
DESFA was confirmed by the Commission in Case M.8953 - SNAM/DESFA.6  In 
view of this,  CDP via  Senfluga exercises  decisive influence, and thus has sole 
control, over DESFA.  
1.2. Ms Copelouzou  
(4) Ms Copelouzou is the founding shareholder of GASTRADE. She is an individual 
and, with the exception of GASTRADE, has no other activities in the gas sector.7 
1.3. GasLog  
(5) GasLog is an owner, operator and manager of LNG vessels.  GasLog owns and 
manages 33 LNG vessels, which are chartered to customers. GasLog also provides 
ship managem ent services to its own fleet. GasLog has technical and commercial 
background, resources, and know -how to  operate and maintain  GASTRADE’s 
proposed  Floating Storage and Regasification Unit ( “FSRU ”). 
(6) GasLog is a wholly -owned (indirect) subsidiary of GasLog Ltd., incorporated in 
Bermuda and listed on the New York Stock Exchange. GasLog Ltd. is effectively 
contro lled by Mr. Peter G. Livanos.  
1.4. DEPA Commercial  
(7) DEPA Commercial is Greece’s major gas supplier. It is active in the supply, 
wholesale and retail trading of natural gas. It is also active in the retail supply of 
electricity (through EPA Attikis).  
                                                 
5  Form CO, paragraphs 140 -143. 
6  See Cas e M.8953 - SNAM/DESFA, paragraphs 6 -7. Following the Commission’s decision in that case, 
the shareholding structure of Senfluga changed, albeit with no impact on its controlling structure. 
Specifically, Damco Energy SA (“Damco”), which is controlled by [description of Damco’s shareholding 
structure ], made a financial investment in Senfluga in return for 10% of the non -voting shares (preferential 
shares) in Senfluga. The acquisition by Damco of a 10% share in Senfluga has been structured so to 
ensure that Da mco remains only a financial shareholder with no voting and very limited information rights 
(passive shareholder) (Form CO, paragraph 138). Therefore, the quality of control in DESFA did not 
change following the entry of Damco into Senfluga’s shareholding structure. The Parties have confirmed 
that, other than Damco, no other entity or person related to the Copelouzos Group holds a passive 
minority participation in Senfluga nor in DESFA (Form CO, paragraph 155).  In the Commission’s 
preliminary market invest igation, a market player raised a concern in relation to whether the Transaction 
could result in the Copelouzos Group, which is active in the Greek energy sector, benefitting through 
gaining access to commercially sensitive information due to Damco’s share s in Senfluga. However, the 
Notifying Parties submit that the only right granted to Damco is the right to receive the minimum 
information provided under the law as a ‘minority shareholder’; it cannot be precluded under the 
applicable corporate law (L.4548/ 2018) but has been substantially curtailed so as to exclude the provision 
to Damco of any commercially sensitive information. The Greek Energy Regulator’s (“RAE”) Decision 
no 1100/2019 of 28 November 2019 approving the acquisition of a 10% shareholding of Damco over 
Senfluga confirmed that Damco would not be exercising any rights and no control over Senfluga or 
DESFA, and that the transaction would not result in a violation of the unbundling rules or DESFA’s 
certification. Damco was considered by RAE as to be falling under the scope of a financial investor (Form 
CO, paragraphs 146 -147).  
7  Ms Copelouzou holds minority stakes, but no control, in [description of Ms Copelouzou’s minority 
shareholdings ]. All these companies are unrelated to the gas sector (Form CO, paragraph 133).  
 
4 (8) DEPA Commercial is currently owned by the Hellenic Republic Asset Development 
Fund ( “HRADF ”)8 (65%) and by Hellenic Petroleum SA (“HELPE”)9 (35%).  
1.5. BTG  
(9) BTG is a Bulgarian state -owned licenced independent operator of natural gas 
transmission and storage in Bulgaria.10 Its capital is fully owned by Bulgarian 
Energy Holding (“BEH”), which is  100% owned by the Bulgarian State.  
(10) The P arties submit that, despite BEH owning BTG, the regulatory framework in 
Bulgaria, as well as BTG’s Articles of Association , guarante e that BEH does not 
exercise decisive influence  over BTG.11 
(11) The Commission notes, however, that certain aspects in the governance of BTG 
might lead to the conclusion that BEH is in a position to exercise decisive influence 
in relation to the strategic business behaviour of BTG. In particular,  BEH owns 
shares in BTG to 100%  of the shares in BTG . In addition , BTG has a two -tier system 
of management, which consists of a Supervisory Board and a Management Board. 
The Management Board manages and represents B TG, while the Supervisory Board 
supervises and controls the activities of the Management Board.12 The members of 
both the Supervisory Board and the Management Board are nominated through 
regulated competitions. However, BEH has a veto right with respect to the 
appointment of the nominated members of the Supervisory Board. The Supervisory 
                                                 
8  The HRADF was established by the provisions of Greek Law 3986/2011 on 1 July 2011. It is not a public 
entity and is governed by private law. It  is an undertaking entrusted with the development of the Greek 
State’s assets and serves t he public interest at large. The assets transferred to it by the State do not form 
part of its share capital and the HRADF is not deemed to exercise control over DEPA Commercial for 
competition law purposes but rather acts as a public authority (Form CO, p aragraph 127.1). (See Decision 
of the Hellenic Competition Commission 672/2018, para. 40) . 
9  HELPE is an energy group based in Greece, with activities spanning across the energy value chain and 
presence in seven countries. Its shares are primarily listed on the Athens Stock Exchange with a secondary 
listing on the London Stock Exchange. HELPE’s shareholding in DEPA Commercial is not accompanied 
by rights that provide control over DEPA (Form CO, paragraph 127.2.) (See Decision 38 of the Bulgarian 
Commission  on Protection of Competition (14 January 2021), section 2.2).  
10    BTG’s acquisition of control over GASTRADE was unconditionally cleared by the Bulgarian competition 
authority on 14 January 2021, Decision 38 of the Bulgarian Commission on Protection of C ompetition, 14 
January 2021 (Form CO, Annex 17).  
11  According to the parties, BEH, which holds a 50% stake in the IGB Interconnector Project (Form CO, 
footnote 104), is a holding company whose participation in its subsidiaries is limited to exercising its 
shareholder rights, i.e. supervising their activity without interfering directly in the management and day -
to-day operation. In addition, the parties submit that BTG is independent in terms of decision making from 
BEH ( and other companies integrated in the  holding structure of BEH) and that internal assurances are in 
place which re -enforce the status of independence of BTG (e.g. its Articles of Association and the 
Compliance Program provide that BEH shall not determine BTG’s activity, and BTG shall not acce pt 
orders from BEH and its representatives when performing activities relevant to the operation of the 
transmission network, the overall management of the network and investments). See Form CO, paragraphs 
164-165. See also Decision 38 of the Bulgarian Comm ission on Protection of Competition (14 January 
2021) clearing BTG’s acquisition of a stake in GASTRADE which states in its Section 2.1 that 
“According to the documents submitted by the notifiers, there are no prerequisites for direct or indirect 
determina tion of [BTG]'s competitive behavior with regard to its current activities and the management of 
the network or in relation to the activities necessary for the preparation of the 10 -year network 
development plan by the sole owner of its capital. Therefore,  there is no exercise of control within the 
meaning of Art. 22 of the LPC by BEH in its capacity of a sole owner of [BTG].” (See Form CO, footnote 
102). See also  response to RFI10, para. 25.  
12  See response to RFI10, paragraph 6.  
 
5 Board, in turn, appoints and releases from office the members of the Management 
Board. Furthermore, the Supervisory Board approves the short and long -term 
financial plans of  BTG, which are proposed by the Management Board.13  
(12) For the purposes of this Decision, the question o f whether BEH exercises control 
over BTG can be left open, as the Transaction does not lead to serious doubts as to 
its compatibility with the internal mar ket regardless of whether BEH exercises 
control over BTG . Hence, t he competitive assessment of the Transaction will be 
conducted on the basis that BEH controls BTG.  
1.6. GASTRADE  
(13) GASTRADE is currently jointly controlled by Ms Copelouzou (40%), DEPA 
Commercial ( 20%), GasLog (20%) and BTG (20%)  (hereafter: the “Existing 
Shareholders”)  (see recital (17) below concerning GASTRADE’s control structure 
prior to the  Transaction).  
(14) GASTRADE is the owner, licence holder and developer of the Alexandroupolis 
LNG Terminal  (“Alexandroupolis”) , a proposed facility to be located offshore of 
Alexandroupolis in Northern Greece. It wil l consist of an offshore FSRU  for the 
recept ion, storage and regasification of LNG, and permanent offshore installations.  
Figure 1: Image of the proposed FSRU  
 
(15) It also comprises a subsea and onshore gas transmission pipeline, which will 
transmit the gas from the FSRU to Gr eece’s NNGTS.  
                                                 
13    See response to RFI10 , paragraphs 8 et seq.; paragraphs 17 et seq.  


 
7 Therefore, each of the Notifying Parties will have the power to reject proposed 
strategic decisions regarding […]and will thus be able to produce a deadlock 
situation.  Similarly, pursuant to the SHA, none of the  shareholders can on its own 
block or pass a resolution in relation to “Board Reserved Matters”, which include 
[…], or “Matters Reserved for Shareholder Approval”, which includes […].18   
(20) Each shareholder will have the right […]19.20 Decisions over the revoca tion of the 
appointment of the Managing Director21 will require […].22 Therefore, each of the 
Notifying Parties […] will thus be able to produce a deadlock.  
(21) A deadlock would arise if […].23 In case of a deadlock, […].24. It follows that  all 
shareholders must r each a common understanding in determining the commercial 
policy of GASTRADE and that they will have joint control over GASTRADE.  
(22) Given that the Existing Shareholders already exert joint control prior to the 
Transaction , the only merger -specific change in the structure of control pertains to 
DESFA’s entry into GASTRADE’s shareholding, which will be the focus of the 
present decision.  
2.2. GASTRADE is a full -function joint venture  
(23) GASTRADE will be performing on a lasting basis all the functions of an 
autonomous un dertaking operating in the market for gas import infrastructure.  
(24) First , GASTRADE will have an independent management dedicated to its day -to-
day operations, namely, a Board of Directors and a Managing Director , and 
(assuming a positive FID from its shareh olders) will hire further personnel and 
commence construction.25  
(25) Second , GASTRADE will have its own presence on the market and it is anticipated 
that it will achieve the majority of its turnover with third parties. In addition, any 
agreement between GASTRA DE and a shareholder will be at arms’ length and on 
the basis of prevailing market terms at the time.  
                                                                                                                                                      
16  The FID  to be taken by GASTRADE’s General Meeting constitutes GASTRADE’s shareholders’ final 
decision to proceed with the investment for the Alexandroupolis LNG Terminal as well as the 
construction and operation thereof (Form CO, footnote 105).  
17  Clause 7.3 SHA.  
18  Form CO, paragraph 198.  
19  Clauses 6.3 and 6.7 SHA.  
20  Clause 6.18 SHA. In addition, pursuant to Clause 6.6 SHA, the Chairman [ information regarding 
GASTRADE’s internal organi sation, based on GASTRADE’s Shareholders Agreement ]. 
21  The Managing Director  will [ information regarding GASTRADE’s internal organi sation, based on 
GASTRADE’s Shareholders Agreement ] (see Schedule 4 SHA).  
22  Clause 6.24 and Schedule 4 SHA, Part 2, point 3.  
23  Clause 9.1 SHA.  
24  Clause 11.2 SHA (there are separate provisions for [ information regarding GASTRADE’s internal 
organi sation, based on GASTRADE’s Shareholders Agreement ]; see Clause 10 SHA).  
25  GASTRADE will not employ its own staff until the FID (the shareholders are contributing resources for 
the development of the project at this stage). After the FID (anticipated later in 2021), GASTRADE will 
hire and employ its own staff, which will be paid from GASTRADE’s budget as an operating expense 
(OPEX), in accordance with the company’s business plan. Form CO, paragraphs 201 - 204. 
 
8 (26) Third , GASTRADE has secured financial resources via public subsidies and private 
funds so that it conducts its business activity independently from its p arents.  
(27) Fourth , GASTRADE has obtained the majority of regulatory licenses required for 
the operation of the Alexandroupolis LNG Terminal and GASTRADE’s Articles of 
Association anticipate that i t will have a 50 -year duration and will therefore operate 
on a lasting basis .  
(28) Therefore, GASTRADE will be a full-function  joint venture . 
3. UNION  DIME NSION  
(29) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million  (in 2020, SNAM/CDP : EUR […] million; Ms 
Copelouzou: EUR […] million; DEPA Commercial: EUR 550 million; GasLog: 
EUR 715 million; BTG26: EUR 189 million )27. Three  of them ha ve a Union -wide 
turnover in excess of EUR 250 million  (in 2020, SNAM/CDP : EUR […] million; Ms 
Copelouzou: EUR […] million; DEPA Commercial: EUR […] million; GasLog: 
EUR […] million; BTG: EUR […]million ), but  not all Parties  achieve more than 
two-thirds of their aggregate U nion-wide turnover within one and the same Member 
State. The notified operation therefore has a U nion dimension  pursuant to Articl e 
1(2) of the Merger Regulation .  
4. RE LE VANT MARKE TS  
4.1. Introduction  
(30) Natural gas originates in oilfields or natural gas fields. After being processed and 
purified at a treatment plant, natural gas can be supplied either in gaseous form 
through pipelines or in l iquid form, as LNG. When supplied as LNG, natural gas is 
converted in to liquid form in a liquefaction plant, transported in specially -designed 
LNG tankers and then delivered for regasification at a receiving terminal at the point 
of destination or used directly as LNG for certain specific applications. Once 
regasified, LNG is  transported in the pipeline network where it is mixed with 
"piped" natural gas. It is then distributed and supplied to end customers.  
(31) In the previous decisional practice of the Commission,28 the gas markets have been 
segmented into (i) the production and e xploration for natural gas, (ii) gas wholesale 
supply, (iii) gas transmission (via high pressure systems), (iv) gas distribution (via 
                                                 
26  As noted in paragraph (12), the competitive assessment of the Transaction will be conducted on the basis 
that BEH controls BTG. Although in this section the turnover of BTG alone is taken into consideration, 
the assessment on the Transaction’s Union di mension would not change if BEH’s turnover would be 
considered instead, as the latter would in any case include the turnover of BTG.  
27  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
28  Cases M.9641 SNAM/FSI/OLT; M.3440 ENI/EDP /GDP; M.3294 EXXONMOBIL/BEB; M.3293 
Shell/BEB; M.4180 Gaz de France/Suez; M.3868 DONG/Elsam/Energi E.  
 
9 low pressure systems), (v) gas storage, (vi) gas trading, (vii) gas supply to end 
customers29 and (viii) the market for inf rastructure for gas imports.  
(32) DESFA, B EH and GASTRADE are active in the market for infrastructure for gas 
imports  into Greece . DESFA operates the Revithoussa LNG Terminal and, as the 
TSO, the interconnection points where import pipelines interconnect with the 
NNGTS. GASTRADE is the developer  and future operator  of the Alexandroupolis 
LNG Terminal.  BEH, through  BTG , operates the Bulgarian natural gas transmission 
system, which connects to the Greek NNGTS at the Greek -Bulgarian border.30 
4.2. Product market definit ion 
4.2.1.  Infrastructure for gas imports , including a possible sub -segment for regasification 
services  
(33) In previous decisions, the Commission considered the question whether the market 
for infrastructure for gas imports could be sub -segmented into the following 
markets: (i) regasification services for the import of liquid natural gas; (ii) 
interconnection points with international gas pipelines; and (iii) underground gas 
storage.31 The Commission has generally ultimately left open the exact market 
definition , thoug h it did conclude in one decision that underground gas storage 
represented a separate market.32 
(34) The Notifying Parties submit that  there is a single product market for regasification 
terminals and pipelines, as these two are interchangeable facilities that a re used to 
carry out the import of gas and that, from the end customer’s perspective, the form of 
the gas immediately before it is added to the network is immaterial.33 In any event, 
the Notifying Parties submit that  the exact market definition can be left open as, in 
their view, the Transaction does not raise competition concerns regardless of the 
market definition adopted.  
(35) The results of the market investigation conducted in the present case indicated that  
most entities that import gas in Greece do so by using both pipelines and 
regasification terminals.34 The majority of those  respondents who provided a definite 
answer  consider that regasification terminals and pipelines are interchangeable 
facilities in order to car ry out the import of gas. However, a number of respondents 
consider the two types of infrastructures to be more complementary than 
                                                 
29  This market can be further subdivided according to different types of users (big and industrial, small and 
medium enterprises, households, etc.).  
30  BEH also holds a 50% stake in ICGB AD, which will operate the “Interconnector Greece -Bulgaria” 
pipeline, which is expected to be operational by mid -2022 and will interconnect the Bulgarian 
transmission system with the NNGTS. However, IGB’s entry point to the  NNGTS will only be able to 
cater for gas flows from Greece to Bulgaria and not the other way around. In order for IGB to be offered 
entry capacity to the NNGTS, a regulatory procedure pursuant to Reg. 2017/459 shall be implemented 
first, and if positive, IGB will have to proceed with the required investments. Consequently, IGB is not 
considered an import infrastructure into Greece. See Form CO, paragraph 353 et seq.: Form CO, fn. 326.  
31  Cases M.5649 RREEF FUND/ ENDESA/ UFG/ SAGGAS, paragraphs 11 -15; M.87 71 Total/Engie, 
paragraphs  23-27. 
32  Case M.1383 Exxon / Mobil, recital 69.  
33  Form CO, paragraph 268.  
34  See replies to question 4 of Questionnaire 1 to customers.  
 
10 substitutable  solutions.35 Respondents pointed specifically to the different costs and 
timelines involved in the planning of g as imports, as well as the complementary 
needs served by the different import infrastructure. In this respect, one customer 
submitted that “ [p]ipeline gas provides a steadier supply stream - LNG terminals 
usually cater for flexibility, system reserves, sea sonal spikes etc., but may also be 
partly used as a long -term supply solution ”.36 
(36) The Commission considers that, for the purposes of this decision, it may be left open 
whether pipelines and regasification terminals belong to the same relevant product 
market  or belong to separate relevant product markets, as the Transaction does not 
lead to serious doubts as to its compatibility with the internal market, regardless of 
the market definition adopted.  
4.2.2.  Gas transmission  
(37) The transmission of natural gas consists of  physical gas transportation services via 
high-pressure pipelines to gas wholesale suppliers that aim to resell their gas either 
to other gas wholesalers, to distributors, or to large industrial customers that are 
directly connected to the gas transmission  network.  
(38) In its decisional practice, the Commission has consistently considered gas networks 
as natural monopolies.37 The Notifying Parties do not challenge this conclusion.  
(39) The results of the market investigation confirm that the conclusions reached by t he 
Commission in its previous practice are still valid for Greece today.38 The 
Commission therefore considers that gas networks for the transmission of gas are 
natural monopolies and each of them constitute a distinct product market . 
4.2.3.  Gas storage  
(40) In previous  decisions, the Commission has defined a separate relevant product 
market for the storage of natural gas .39  
(41) The Notifying Parties consider that  a gas storage market has not yet developed in 
Greece. The current situation where there is no large -scale gas st orage in Greece 
would change if the prospective underground natural gas storage (“UGS”) project in 
South Kavala, Greece comes to fruition.40 The Notifying Parties consider that the 
temporary storage at a LNG terminal does not compete with gas storage 
infrastructure as they have very different characteristics in terms of capacity and 
                                                 
35  See replies to question 8.1, Questionnaire 1 to customers; question 4.1, Questionnaire 2 to competitors.  
36  See replies to question 8.1 of Questionnaire 1 to customers.  
37  Cases M.9641 SNAM/FSI/OLT, paragraph  29; M.6984 EPH/ STREDOSLOVENSKA ENERGETIKA, 
paragraph 25; M.3696 E.ON/MOL, recital 97.  
38  See replies to question 14 of Questionnaire 1 to customers; question 11 of Questionnaire 2 to competitors.  
39  Cases M.5467 RWE / Essent; M.3410 Total / Gaz de France. The Commission also considered a further 
distinction between pore and cavern storage facilities, as well as between storage facilitie s suited for the 
storage of high calorific value (H -gas) and storage facilities suited for the storage of low calorific value 
(L-gas), but it ultimately left these questions open.  
40  Form CO, paragraphs 242 -249. An international public tender process is cu rrently underway by the 
Hellenic Republic Asset Development Fund for the concession of the use, development and operation of 
the South Kavala UGS. The final stage of this tender will most likely take place early in 2022 and the 
Parties cannot safely estima te its date of entry into operation.  
 
11 duration of storage, and fulfil different purposes , and that t he Alexandroupolis LNG 
Terminal cannot be considered a storage facility.41   
(42) The results of the ma rket investigation confirm that  a gas storage market has not yet 
developed in Greece . A number of respondents confirmed that there is currently no 
storage faci lity for natural gas in Greece .42 A clear majority of customers also 
confirmed that short -term storage provided by LNG terminals cannot be considered 
as equivalent to underground gas storage services.43    
(43) In view of the above, the Commission considers that gas storage belong s to a 
separate market . As the Parties are not active in such a market and there is currently 
no gas storage market in Greece, in this Decision gas storage will not be dealt with 
further . 
4.3. Geographic market definition  
4.3.1.  Infrastructure for ga s imports  
(44) In past decisions, the Commission considered that the market for infrastructure for 
gas imports, including LNG regasification terminals, was national in scope but 
ultimately left open whether the geographic scope was national or wider.44 
(45) The Notif ying Parties submit that, given Greece’s land and sea borders, the 
positioning of gas import infrastructure in the wider region, and the technical 
specifications of the Greek gas infrastructure, in this  case the market should not be 
delineated on a nationa l basis, but should instead comprise at least Greece, the 
Balkans and countries of South and Eastern Europe, as well as Turkey.45 In any 
event, the Notifying Parties submit that the exact market definition can be left open 
as the Transaction does not raise concerns regardless of the market definition.  
(46) The Parties submit that the consumption centre for natural gas in Greece is in the 
southern part of Greece, mainly around the Athens (Attica) area. Furthermore, there 
are physical limitations to the flow of gas  within Greece due to the diameter of the 
pipelines between Komotini and Karperi (in the North -East of Greece) and to the 
South of the Nea Messimvria compressor station (see Figure 4 below), as well as the 
capacity of the existing compressor station at Nea  Messimvria. These limitations do 
not apply to the same extent to both directions, i.e. greater amounts of gas can flow 
from the South to North than the other way around.46  
(47) The results of the market investigation with regard to the geographic scope of the 
market for infrastructure for gas imports point to it being national in scope . The 
majority of competitors submitted that the market is national in scope.47 A slight  
majority of those customers who provided a definitive answer confirmed that  they 
                                                 
41  Form CO, paragraphs 250 -262. 
42  See replies to question 15 of Questionnaire 1 to customers; question 12 of Questionnaire 2 to competitors.  
43  See replies to question 16 of Questionnaire 1 to customers.  
44  Cases M.96 41 SNAM/FSI/OLT, paragraph 36; M.5649 RREEF FUND/ ENDESA/ UFG/ SAGGAS, 
paras. 16 -18; M.8771 Total/Engie, paragraphs  35-37. 
45  Form CO, paragraphs 281 -282. 
46  Form CO, paragraph 540 et seq.  
47  See replies to question 14 of Questionnaire 2 to competitors.  
 
12 would select gas import infrastructure in all of Greece for their sales of gas in 
Greece .48  
(48) However, a  number of respondents pointed to a bottleneck in the NNGTS, allowing 
for limited gas flow between the North -eastern  part of Greece (where the 
Alexandroupolis Terminal is located) and the rest of Greece. In this respect, one 
respondent noted that “[ d]ue to the bottleneck in Komotini, gas originating from the 
Alexandroupolis terminal is expected to mainly be fed to the I GB [Interconnector 
Greece -Bulgaria] ”. The location of the terminal is illustrated in Figure 3, and in 
Figure 4 the “bottleneck” is illustrated  by identifying the parts of the transmission 
system whose diameter is narrower than 36 inches .  
Figure 3: Locatio n of the Alexandroupolis LNG Terminal  
 
                                                 
48  See replies to question 17 of Questionnaire 1 to customers.  

 
13 Figure 4: Current entry points and pipeline diameter in the NNGTS49 
 
 
(49) The Commission notes that the bottleneck indeed leads to a situation where the 
volumes per day of gas that can be injected in the north of Greece are higher if the 
gas does not have to pass through the bottleneck to the south of Greece. While taking 
account of this “bottleneck”, the Commission notes that the cost of using the 
transmission system in Greece does not depend on the distance between the 
particular entry and exit point but DESFA charges for entry and exit to the system, 
meaning that transmission costs are largely homogenous throughout the NNGTS, 
regardless of where the gas enters and exits the system.50 Furthermore, as illustrated 
in Table 2 below, not all gas import infrastructures located in Northern Greece are 
affected by the bottleneck as much as the Alexandroupolis Terminal. In fact, all 
other gas import infrastructures that are subject to the bottlenecks in gas flow from 
North to South  of Greece51 have more capacity for gas to be injected into the 
NNGTS going to Southern Greece. This indicates that capacity constraints for 
injecting gas into the NNGTS going to Southern Greece does also depend on the 
specific gas import infrastructure, an d is not only location -specific. The Commission 
further notes that a gas import infrastructure that is connected to the NNGTS would 
also be capable of serving the import of natural gas into neighbouring countries, 
where such countries are sufficiently inte rconnected with the NNGTS.  In light of 
the above, including the responses to the market investigation and the view of the 
Notifying Parties, the Commission considers that the geographic market for gas 
                                                 
49  Form CO, Figure 15. Installation of new compressors at Kipi and Ampelia, and compressor upgrade at 
Nea Messimvria, are expected to be operational by the end of 2023.  
50  Form CO, paragraph 3 38 
51  I.e. the interconnection point with the Bulgarian transmission system in Sidirokastro, the interconnection 
point with the Turkish transmission system in Kipi, the interconnection point with TAP in N. Mesimvria.  

 
14 import infrastructure and the possible sub -segment for  regasification terminals is 
national, or even wider (comprising Greece and other countries in South East 
Europe). For the purposes of this Decision, the question can be left open, as the 
Transaction does not lead to serious doubts as to its compatibility with the internal 
market regardless of the market definition adopted in this respect.  
4.3.2.  Gas transmission  
(50) In its past decisional practice, the Commission has generally considered the market 
for gas transmission to be national, although noting that the region covered by the 
physical infrastructure grid constitutes the narrowest possible delineation of the 
geographic market .52  
(51) The Notifying Parties note that  in Greece  the Trans Adriatic Pipeline  (“TAP”) 
(running across Greece from the Turkish border to Albania a nd into Italy) is now 
operational and is thus a second balancing zone  or entry -exit system where the 
amount of gas  put into the system balances with the amount taken out  (in addition to 
the balancing zone associated  with DESFA’s transmission network) . Given that it is 
an international pipeline its balancing zone is wider than Greece. However, g iven 
that TAP cannot currently be used for physical gas transportation services between 
two points in Greece, on a conservative basis the Parties provide d their analy sis of 
the market for the transmission of natural gas as the NNGTS balancing zone 
encompassing the territory of Greece.53  
(52) A majority of the respondents  confirmed in the market investigation that the 
Commission’s decisional practice of considering  the market for  gas transmission 
systems as being national, covering the physical infrastructure grid , is still valid for 
Greece today54. In this respect, one customer noted that “DESFA is the only TSO 
operating on national scale. ”55 The Commission  therefore  considers the market for 
gas transmission to be  national in scope, in line with its decisional practice . 
Market definition summary  
(53) For the purposes of this Decision, the competitive assessment will be based on the 
following relevant markets:  
(a) Overall marke t for infrastructure of gas imports in Greece  or wider and its 
possible sub -segment of regasification terminals in Greece or wider ; and 
(b) Gas transmission in Greece.  
                                                 
52  Cases M.9641 SNAM/FSI/OLT, paragrap h 40; M.6984 EPH/ STREDOSLOVENSKA ENERGETIKA, 
paragraph 25; M.3696 E.ON/MOL, recital 126.  
53  Form CO, paragraphs 304 -305. 
54  See replies to question 28 of Questionnaire 1 to customers; question 25 of Questionnaire 2 to competitors.  
55  See replies to questi on 28.1 of Questionnaire 1 to customers.  
 
15 5. COMPE TITIVE ASSE SSME N T 
5.1. Affected markets  
(54) Both DESFA and GASTRADE are active in Greece in the market for infrastructure 
for gas imports, and the possible sub -segment  of regasification terminals. BEH, 
through BTG , is also active in the operation of gas import infrastructure into Greece 
(via pipelines) as it operates the Bulgarian natural gas transmi ssion system, which 
connects to the NNGTS  at the Greek -Bulgarian border.  Tables  1 and 2  below show 
the extent of their activities and overlap.   
(55) Moreover, DESFA is active in Greece in the gas transmission market. Customers of 
regasification terminals (i.e. some LNG gas importers) need transmission services to 
deliver the commodity to their customers once their LNG loads are processed and 
converted back to a gaseous state. Therefore, the gas transmission market is 
downstream of the market for infrastructure f or gas import s and its possible sub -
segments .  
(56) The Transaction would lead to the followin g horizontally -affected markets : (i) 
overall market for infrastructure for gas imports in Greece; and (ii) regasification 
terminals in Greece. The Transaction would le ad to the following vertically -affected 
markets: (i) gas transmission in Greece (downstream) and market for infrastructure 
for gas imports in Greece (upstream). The Commission will assess whether the 
Transaction could lead to competition concerns with resp ect to these relationships in 
sections 5.2 – 5.4 below  
5.2. Horizontal non -coordinated effects in the market for infrastructure for gas 
imports  
5.2.1.  Analytical framework  
(57) Under Article 2(2) and 2(3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
(58) In this respect, a merger may entail horizontal and/o r non -horizontal effects. 
Horizontal effects are those deriving from a concentration where the undertakings 
concerned are actual or potential competitors of each other in one or more of the 
relevant markets concerned. Non -horizontal effects are those deriv ing from a 
concentration where the undertakings concerned are active in different relevant 
markets.  
(59) The Commission appraises horizontal effects in accordance with the guidance set out 
in the relevant notice, that is to say the Horizontal Merger Guidelines.56 The 
Horizontal Merger Guidelines distinguish between two main ways in which mergers 
between actual or potential competitors on the same relevant market may 
                                                 
56   Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelines"), OJ C 31, 05.02.2004.  
 
16 significantly impede effective competition, namely non -coordinated and coordinated 
effects.57 
(60) The H orizontal Merger Guidelines list a number of factors which may influence 
whether or not significant horizontal non -coordinated effects are likely to result from 
a merger, such as the large market shares of the merging firms, the fact that the 
merging firms  are close competitors, the limited possibilities for customers to switch 
suppliers, or the fact that the merger would eliminate an important competitive force. 
That list of factors applies equally, regardless of whether a merger would create or 
strengthen  a dominant position, or would otherwise significantly impede effective 
competition due to non -coordinated effects. Furthermore, not all of these factors 
need to be present to make significant non -coordinated effects likely and it is not an 
exhaustive list .58 Finally, the Horizontal Merger Guidelines describe a number of 
factors, which could counteract the harmful effects of the merger on competition, 
including the buyer power, entry and efficiencies.  
5.2.2.  Market shares  
(61) Tables 1 - 2 below show market shares for pipelines and regasification terminals  for 
Greece . As the question of whether the geographic scope of the market is national or 
wider than national was left open, the market shares and the assessment below are 
done based on the narrowest plausible (i.e. nat ional) market.   
(62) Revithoussa is currently the only LNG terminal  providing regasification services  in 
Greece. Alexandroupolis is due to become operational  in the provision of 
regasification services  in 2023. Motor Oil Hellas intends to develop a third LNG 
terminal in Greece, also due to be operational in 2023. Tables 3 – 4 below show the 
markets for these three terminals for the possible sub-segment of regasification 
terminals . 
(63) Tables 1  - 4 below show market shares based on volumes, measured in million cubic  
meters per day (“mcm/d”), that can be injected into the NNGTS at the relevant entry 
point. Table s 1 and 3 show market shares based on the technical or physical capacity 
of the import infrastructure. Table s 2 and 4 show market shares based on the 
unconditi onal or firm capacity, i.e. the volume that can be guaranteed to be available 
for injection from each infrastructure into the transmission system. For any given gas 
import infrastructure, its firm capacity may be lower than the technical capacity of 
the in frastructure if not all of the gas that the infrastructure could send -out to the 
transmission system can be accepted by the transmission system. Tables 2 and 4 
demonstrate the degree of closeness of competition or otherwise of GASTRADE to 
its competitors a nd the limited increment that results from the Transaction (which is 
particularly important given Alexandroupolis’ focus on exporting gas).  
(64) Table 1 shows the technical or physical capacity of the gas import infrastru ctures in 
Greece , i.e.  for pipelines an d regasification terminals. GASTRADE’s regasification 
terminal is planned to be operational in 2023, and thus market shares are shown 
                                                 
57  In the present dec ision, the Commission has not found evidence that the Transaction would raise serious 
doubts as regards its compatibility with the internal market with respect to coordinated effects in any of 
the horizontally affected markets. During the market investigat ion, the Commission received no concerns 
about possible anti -competitive coordinated effects arising from the Transaction.  
58   Horizontal Merger Guidelines, paragraph 26.  
 
17 primarily for 2023 (but shares are also for the time before that).  For 2023 Table 1  
shows market shares based on both (i) the full technical or physical capacity (for 
Alexandroupolis that is [10-20] mcm/d) and (ii) excluding the capacity that is 
already reserved59 and which therefore can be thought of as not competing with other 
sources  (for Alexandroupolis  the capacity excluding that which is already reserved  
is [5-10] mcm/d .60). For Alexandroupolis , this unbooked capacity  is the gas that 
would be used in north -eastern Greece and exported to Bulgaria and beyond.     
(65) Table 2 shows the uncon ditional/firm capacity for gas to be injected into the NNGTS 
for use in Greece, including  “Southern Greece” (i.e. west  of the bottleneck at 
Komotini). For Alexandro upolis, that is 0.7 mcm/d.   
                                                 
59  GASTRADE has already booked between [ 30-40]% and [ 40-50]% of the Alexandroupolis L NG 
Terminal’ capacity for ten years, and [ 10-20] % for the following five years.  
60  The booked capacity for 2023 for Alexandroupolis is [40 -50]%, which equals [5 -10] mcm/d; excluding 
that reserved capacity for Alexandroupolis gives a remaining capacity of [5-10] mcm/d (i.e. [10 -20]mcm/d 
minus [5 -10] mcm/d).  



 
21 the Parties not being close competitors , due to  the different characteristics of 
DESFA ’s and GASTRADE’s terminals .69  
The highly regulated nature of the gas market  
(69) The Notifying Parties submit that DESFA and GASTRADE’s gas import 
infrastructures are subject to a stringent sectoral regulatory framework, which 
requires them to comply with the principles of objectiveness, neutrality, 
transparency, impartiality and non -discrimination, and which prevents them from 
exercising any form of market power.70  
(70) DESFA and GASTRADE are bound by third-party access ( “TPA”) rules . Article 32 
of EU Directive 2009/73/EC (the “Gas Directive”)71 provides for regulated TPA to 
gas transmission systems and LNG facilities “based on tariffs, applicable to all 
eligible customers, including supply undertakings, and applied objectively and 
without discrimination between system users”. It also mandates that access to the 
transmission system may only be refused in very limited instances (e.g., lack of 
capacity). In the case of refusal, the TSO must provide “duly substantiated reasons”.  
Access rules to the NNGTS and to the Revithoussa LNG Terminal include the 
NNGTS Network Code , which sets the rules for third party access.72 
(71) GASTRADE received an Exemption Decision from RAE73, following a review by 
the Commission74, from TPA obligations for the capacity that has already been 
booked and only for the period of the bookings. GASTRADE has already booked 
between [30-40]% and [40-50]% of the Alexandroupolis LNG Terminal’ capacity for 
ten years, and [10-20]% for the following five years. For the remaining capacity  (i.e. 
the capacity not already booked) , it must provide  access under the TPA  rules.  
(72) The Notifying Parties submit that rejections of applications for TPA are very rare. 
Since 2010, DESFA has refused a ccess to Revithoussa on only […] occasions  (and 
to the NNGTS on only […] occasions) .75 
(73) The Notifying Parties submit that there is no scope for GASTRADE’s shareholders 
to influence the process of allocating the available (i.e. not already booked) capacity  
at Alexandroupolis as that will be done in accordance with the Terminal Access 
Code ("TAC"), which will be approved and subsequently monitored by RAE.  
                                                 
69  Form CO, paragraph 532. 
70  Form CO, paragraphs 603 -604. 
71  Transposed to Greek law by law 4001/2011, as amended.  
72  Form CO, paragraph 382 -384. 
73  RAE decision 1580/2020 “Final Decision of the Greek Regulatory Authority for Energy on the Exemption 
Application of GASTRADE SA” , 
74  Commission Decision C(2020) 8377 of 25.11.2020 on the exemption of the Alexandroupolis Independent 
Natural Gas System LNG Terminal from the requirements regarding third party access and tariff 
regulation.  
75  Form CO, paragraphs 386 -392. The grounds fo r refusal of access were, for the NNGTS, mainly due to 
unavailable capacity, incomplete or late submission of the request, or inadequate provision of guarantees 
required, while for Revithoussa the grounds were mainly due to unavailable storage space, or in complete 
or late submission of the request.  
 
22 GASTRADE shall offer on a regular basis the remaining available capacity through 
market -based arrangements such as auctions or open season  procedure s.76 
(74) The Notifying Parties submit that the procedure for scheduling unloadings  of LNG 
from a vessel  and allocating capacity at Revithoussa , approved by RAE77, is based 
on an a uction, and that DESFA must allocate its available regasification capacity on 
the basis of transparent and non -discriminatory tenders.78 
(75) TPA must be provided under pre -defined regulated tariffs . The tariffs  for the 
Revithoussa LNG Terminal  are calculated yearly based on coefficients approved by 
RAE, in accordance with the provisions of the Tariff Regulation for the NNGS, 
which sets the calculation methodology (also approved by RAE) and revised at the 
end of every four -year “regulatory period”.79 For the Alexandroupolis LNG 
Terminal the tariffs for t he non -exempted capacity will also be pre -defined to a large 
exten t.80 The Notifying Parties submit that therefore GASTRADE ’s tariffs  cannot be  
influence d by its shareholders  for the entire lifetime of the Terminal.81 
(76) While c ertain costs facing users  would b e sim ilar whichever terminal is used,  the 
tariffs for regasification at  the two terminals are very different . This is because  they 
are offering different operational models to their users.  GASTRADE  will provide 
long-term products , i.e. users of Alexandroupolis will be able to reserve long -term 
regasification capacity on a constant daily basis (which the users book on a long-
term use-it-or-lose-it (“LT UIOLI ”) basis) . GASTRADE’s  service will guarantee 
each user a base/stable send -out or flow rate for their gas  into the NNGTS  
throughout the year through a process of borrowing and lending with other users 
(similar to a virtual pipeline) . Revithoussa ’s offer is different . Each user of 
Revithoussa is given  a maximum of 18 days as tempor ary storage time , during which 
the user has to regasify the entire volume of the LNG delivered by the vessel.  Thus 
in order to inject regular volumes  into the NNGTS , a user of Revithoussa would 
either need to have further unloading slots (i.e. additional d eliveries by vessel) or 
acquire LNG from other users' reserves at Revithoussa in the secondary market.82 
(77) While GASTRADE's business pl an is based on a tariff of [10-20]€/1,000m3, 
Revithoussa's tariff for 2021 is 4.73 €/1,000m3. This difference reflects  the fact that  
the two terminals do not have the same tariff methodology or cost structure, and that 
                                                 
76  Form CO, paragraphs 446 -449. The TAC is currently under public consultation with RAE and will be 
approved by RAE prior to its publication. RAE’s Exemption Decision of December 2020 set out the 
conditions and guidelines under which such system will be formulated.  
77  6th revision of the Network Code, RAE Decision 1433/2020 (Government Gazette Issue B’ 
4799/30.10.2020).  
78  Form CO, paragraphs 402 -407. 
79  Form CO, paragraph 95. As set out in L. 4001/2011 and the applicable NNGS Network Code. See RAE 
Decision 1434/2020 Gov. Gazette B’ 4801/30.10.2020 approved the 5th Amendment of the Tariff 
Regulation for the Basic Activities of the National Natural Gas System (NNGS).  
80  Form CO, paragraphs 453 -454. GASTRADE’s tari ffs will be subject to: (1) RAE’s Exemption Decision 
setting out the main tariff principles of the tariff methodology; (2) GASTRADE’s prospective Tariff Code 
setting out the exact calculation methodology for different products, which is subject to RAE’s ap proval; 
(3) the EU Commission’s State Aid Decision SA.55526 of 17 June 2021, prescribing in detail the 
mechanism to avoid overcompensation. RAE will monitor the implementation of this mechanism.  
81  Form CO, paragraph 465.  
82  Form CO, paragraph 563.  
 
23 the cost of Revithoussa is socialised due to its role in Greece’s security of supply.83 
Currently , 50% of Revithoussa’s Required Revenue84 cost is socialised to the 
transmission system tariffs  and is thereby borne by all transmission system users . 
This percentage can be adjusted by RAE every regulatory period, based on a cost -
benefit analysis.85 
(78) The Notifying Parties submit that this means th ere will not be any competition  
between the terminals  on price.86 Revithoussa users will consider the 
Alexandroupolis terminal only in cases when demand exceeds capacity of the 
Revithoussa terminal, as well as for reasons of security of supply and diversifi cation 
of sources of supply.  Users will primarily choose which terminal to use based on 
factors other than the parameters of competition, as evidenced by the long -term 
bookings already secured by Gastrade despite its tariff being very different to that at 
Revithoussa.87  
The existence of alternative routes (current and future) for gas imports into Greece 
via pipelines and via LNG regasification terminals by different operators  
(79) The Notifying Parties submit that there are alternative routes for gas imports int o 
Greece via pipelines and via LNG regasification terminals by different operators. 
Existing routes consist of the import pipelines and LNG terminals from (i) BTG’s 
network at Sidirokastro, (ii) Botaş’ network at Kipi, (iii) DESFA’s Revithoussa LNG 
Termina l, and (iv) the TAP pipeline88. The market has seen recent entry by the TAP 
pipeline, and entry of other infrastructure is expected. There are ex isting LNG 
terminals in Turkey89 which can be used to bring gas into Greece via the Turkish 
pipeline network or i nto Bulgaria via the Balkan Stream. In addition, RAE has 
granted Motor Oil Hellas a licence for an FSRU LNG terminal to be situated at Ag. 
Theodori, Corinth (relatively near Revithoussa).90 
The different technical characteristics between the two terminals, which limit the 
competitive dynamics between them  
(80) According to the Notifying Parties, a key factor in determining whether and in what 
way terminals compete with each other is capacity, i.e. the amount of gas that can be 
injected from each terminal (or pipe line) into the NNGTS on a firm capacity basis 
without restrictions on exit. For the reasons explained below, the Notifying Parties 
consider that the terminals are not in direct competition: Alexandroupolis will be 
used mainly to export gas to Bulgaria and possibly beyond, while Revithoussa will 
be used mainly to import gas for consumption in Greece.  
                                                 
83  Form CO, paragraph 39.3.  
84  See footnote 103.  
85  Form CO, paragraph 95.  
86  Form CO, paragraph 39.3.  
87  Form CO, paragraph 628.  
88  TAP shareholders are: Snam (20%), BP (20%), SOCAR (20%), Fluxys (19%), Enagás (16%) and Axpo 
(5%). None of these shareholders ha ve sole or joint control over TAP.  
89  Botaş’ terminal at Marmara Ereğlisi (North West Turkey), Egegaz’s FSRU and land -based terminal at 
Aliağa (in the Aegean region of Turkey), and Botaş’ FSRU at Dörtyol (Southern Turkey). Botaş’ is 
tendering for construct ion of a new terminal in the Gulf of Saros in northwest Turkey (relatively near 
Alexandroupolis) which should be operational by mid -2022. Users of these terminals can import into 
Greece given the connection between the Greek and Turkish networks at Kipi (F orm CO, footnote 20).  
90  Form CO, paragraphs 31 -32. 
 
24 (81) The Notifying Parties submit that there are substantial objective differences between 
the Revithoussa LNG Terminal and the Alexandroupolis LNG Terminal , by which 
many customers would not consider them close alternatives.91 When choosing 
import infrastructure, u sers consider the access conditions of each impor t 
infrastructure. For example they  take into account factors such as term inal temporary 
storage capacity,  size of vessels  that can be accommodated  (Revithoussa can 
accommoda te larger vessels),  and the operational model of each terminal.92 
Differences in the operational models of Alexandroupolis and Revithoussa are  
outlined in (76) above . 
(82) Users may also consider security of supply and the diversification of the sources of 
gas. For such factors the terminals are complementary.93 
(83) The Notifying Parties submit that the Alexandroupolis LNG Terminal is expected to 
be used primarily for exporting gas to Bulgaria and the wider South East Europe 
region.94 This is reflected in GASTRADE’s business rationale, which is to act 
primarily for exports to the wider region, and  also due to the Alexandroupolis LNG 
Terminal’s geographic location as well as the currently existing technical 
configuration of the Greek NNGTS.95 
(84) In contrast, imports through the Revithoussa LNG Terminal, which has unlimited 
access to the Greek market and  is located near Athens and the main consumption 
centre for natural gas in Greece, are generally consumed in Greece.96 In addition a 
third LNG regasification terminal operated by Motor Oil Hellas in Ag. Theodori, 
located relatively close to Revithoussa, is expected to be operational around the same 
time as the Alexandroupolis terminal and is expected to exert competition 
constraints on DESFA with regard to supply of LNG regasification services for use 
in the Greek market.97  
                                                 
91  Form CO, paragraph 538.  
92  Form CO, paragraphs 555 -556. Elements of the operational model of each terminal are: the time assigned 
for the unloading of an LNG vessel and the possibility to re -schedule a n unloading at short notice; the 
temporary storage period of LNG in the tanks of the LNG facility; the possibility to specify the daily 
regasification rate of the stored LNG, on a day -ahead and within -day basis; the amount of LNG facility 
losses allocated to a User; the possibility to trade capacity (including regasification capacity and storage 
space) in the secondary market; the possibility to conclude in -tank LNG transactions; etc. For example, it 
is important for a User who delivers gas to a power plant , to be able to adjust, even during the course of a 
day, the quantity to be re -gasified and delivered to this customer during that day.  
93  Form CO, paragraph 559.  
94  The Alexandroupolis LNG Terminal’s status as being mainly export infrastructure is reflect ed in the 
Exemption Decision ( chapter 3.1.2). RAE notes that in the Balkan region, the Alexandroupolis LNG 
Terminal is expected to boost the gas -to-gas competition in an area that still depends strongly on Russian 
gas. This is the main reason why Alexandro upolis has been an integral part of the infrastructure 
enforcement efforts in the region, along with IGB, IBS and the reverse flow of the Trans -Balkan (see 
Projects of Common Interest, Central and South Eastern Europe energy connectivity (CESEC) initiative , 
GRIs). Form CO, footnote 381.  
95  Form CO, paragraph 35.  
96  Form CO, paragraphs 539 -548. 
97  When considering the amount of gas each terminal will be able to inject into the NNGTS for use west of 
Komotini in 2024, Revithoussa (DESFA) will have a share of [30-40]%, Ag. Theodori (Motor Oil Hellas) 
[20-30]%, and Alexandroupolis (GASTRADE) [0-5]%. 
 
25 Technical limitations of the NNGTS  
(85) In addition to the main consumption centre being  located around Athens, the 
Notifying Parties submit that the fact that parts of the NNGS are of smaller diameter, 
24 inches and 30 inches  compared to 36 inches , results in two technically narrow 
areas of th e system: one at the north -east branch, and one at the branch south of Nea 
Messimvria (the interconnection point with TAP).  Figure  4 above  show s the current 
entry points to the NNGTS and the corresponding pipeline diameters.  
(86) Due to this current configuration of the NNGTS (including the so -called 
"bottlenecks" within Greece), the amount of gas that can be injected unconditionally 
from each terminal differs significantly . 
(87) According to the Notifying Parties:  
(a) For unconditional delivery into the NNGTS in Greece : Under the current 
configuration, Alexandroupolis will be able to send around [0-5] mcm/d into 
the NNGTS west of Komotini on a firm basis and thus for use in the main 
consumption centre in the South of Greece. This amount accounts only for a 
small part of gas import infrastructure (around [0-5]%, see Table 2 above). 
Under the current configuration of the Greek transmission system, this 
amount could increase to up to 8.16 mcm/d (i.e. [10-20]%  of the total and 
existing capacity) via competing capacity products, that is at the expense of a 
corresponding decrease in volume allocated to competing infrastructures in 
the (northern) entry points of the Greek transmission system, i.e. from the 
Turkish  network and the Bulgarian and Trans Adriatic Pipeline (TAP) 
interconnections. Any further increases would require an upgrade of the 
Greek transmission system, which has not been decided yet. Therefore, while 
the Parties’ combined market shares are high in  terms of technical capacity, 
the actual increment brought by the Transaction for use in Greece  (around [0-
5]%) is relatively low given the existing limitations of the Greek transmission 
system. In contrast, a user of Revithoussa may inject up to [10-20] mcm/d 
unconditionally. Therefore, Alexandroupolis is a significantly less 
straightforward  alternative than Revithoussa for users in Greece.98 
(b) As mentioned above, GASTRADE has already booked between [30-40]% 
and [40-50]% of the Alexandroupolis LNG Terminal’ c apacity for ten years, 
and [10-20]% for the following five years, under the Exemption Decision.99 
GASTRADE estimates that  those  bookings at Alexandroupolis [information 
regarding booked capacities] the [0 -5] mcm/d  that can be injected into the 
NNGTS west of  Komotini. Therefore,  customers  who will book non -
exempted capacity at the Alexandroupolis Terminal in the future will do so 
[information regarding booked capacities] customers choosing between 
Revithoussa and Alexandroupolis in the future.100 The Parties th erefore 
                                                 
98  Form CO, paragraph 39.1.1. These differences are also reflected in access to the VTP: users of 
Revithoussa will have full access whereas, currently, users of Alex androupolis will have limited access to 
the VTP (given that only [ 0-5] mcm a day can be delivered from Alexandroupolis to the VTP on a firm 
basis and redelivered to an exit point without restrictions) (Form CO, paragraph 537).  
99  Supra,  para. 71.  
100  Form CO, paragraph 535.  
 
26 submit that for this non -exempted capacity of the Alexandroupolis Terminal, 
competition with the Revithoussa Terminal will be limited.  
(c) For delivery to Bulgaria (or other countries thereafter) : A user of 
Alexandroupolis may inject up to [10-20] mcm/d (assuming that the IGB is 
operational by 2023). A user of Revithoussa may inject up to 5.7 mcm/d 
through Sidirokastro. Therefore, a user looking to deliver gas from LNG 
from Greece to Bulgaria could in theory use any of the two LNG terminals. 
However , according to the Notifying Parties, greater capacity is available for 
exit at IGB (accessible from Alexandroupolis not Revithoussa) than 
Sidirokastro101 (accessible from Revithoussa and only to a very small extent 
from Alexandroupolis).102 The Parties theref ore submit that for users 
intending to import LNG into Greece, with the aim to regasify and further 
import it into Bulgaria, the two terminals will not be competing closely.  
5.2.4.  The Commission’s assessment  
(88) The market shares in the market for gas import infras tructure  into Greece , including 
the possible sub -segment of regasification terminals, are given in Tables 1 – 4 above.  
(89) The market shares  of the Parties  (DESFA, B EH and GASTRADE)  in the  overall  
market for gas import infrastructure into Greece  will range, fr om 2023, from [60-
70]% to [80-90]% (depending on whether the market shares that are used are based 
the infrastructures’ technical capacity or  firm/unconditional capacity, and whether 
reserved capacity is included or excluded).  The increment that will resul t from the 
Transaction will range from [0-5]% to [20-30]%. 
(90) The market shares of the Parties (DESFA and GASTRADE) in the possible sub -
segment for regasification terminals in  Greece  will range, from 2023, from [60-70]% 
- [90-100]%. The increment that will result from the Transaction will range from [0-
5]% to [30-40]%. 
(91) In both cases (the market for gas import infrastructure and the sub -segment for 
regasification terminals), the lower bound of the increment equates to the 
firm/uncon ditional capacity that GASTRADE can inject into the NNGTS for exit 
anywhere in Greece.  
(92) Despite market shares being high, the Commission considers that the Transaction 
does not raise serious doubts as to its compatibility with the internal market with 
regar d to horizontal non -coordinated effects, based on the reasons outlined below.  
                                                 
101  The technical exit capacity of Sidirokastron is 64.8 GWh/D, while the technical capacity of the 
Alexandroupolis LNG Terminal that can be used for exporting gas to Bulgaria exclusively through the 
IGB is [ 100-200] GWh/D. The IGB entry point in Komotini is very close to Alexandroupolis (Form CO, 
paragraph 39.1.2).  
102  Form CO, paragraphs 566 -569. For export to Bulgaria, there is a difference in the overall exit tariffs a user 
of Alexandroupolis and a user of Revithoussa will have to pay, as for the time being a user of Revithoussa 
would have to pay Exit/Entry to Sidirokastro/Kulata, whereas a user of Alexandroupolis would also pay 
the cost of using the IGB.  
 
27 Regulated tariffs  
(93) A transaction bringing about a horizontal overlap can cause a significant impediment 
to effective competition, by increasing the parties’ market power in a way that would 
allow them to increase prices in their market.103  
(94) The Commission is of the view that the present Transaction is not likely to lead to an 
increase of prices in the market for gas import infrastructure in Greece (including a 
possible sub -segmentati on for LNG terminals)  for the reasons set out below .  
(95) The tariffs of both terminals will be subject to regulatory supervision , as outlined in 
(75) above. Revithoussa’s tariffs are fully regulated104, and Alexandroupolis’ 
underlying tariff methodology and certain basic parameters, based on which the final 
charges for the use of the facility will be determined, are already set for 25 years.  
(96) The proposed initial tariff105 for Alexandroupolis is already set based on the Market 
Test106 and agreed by the users that have booked capacity already, as approved by 
RAE.  Alexandroupolis ’ tariff will be in line with the provisions of the Exemption 
Decision and the mechan ism for the return of any overcompensation as is defined in 
the State Aid Decision adopted by the Commission.107 The tariff must in principle 
stay stable throughout the duration of the exemption.108 
(97) There are only three ways in which Alexandroupolis’ tariff co uld change109 and the 
methodology for each is set out in  the Exemption Decision (and for over -
compensation also in the State Aid Decision). GASTRADE may (with the changes 
overseen by RAE):  
(a) Reduce the tariff if the maximum internal return rate (“IRR”) permitt ed is 
exceeded  (e.g. due to increased utilisation versus the business plan) . The 
reduction to bring it in line with the maximum IRR permitted would be 
according to an overcompensation mechanism decided in the State Aid 
Decision.  It will be triggered automa tically ; 
(b) Increase the tariff in case  the actual revenues of GASTRADE  are below the 
"Required Revenues"  (the Revenues that cover  the maximum  10.5% 
Weighted Average Cost of Capital ( WACC )); or 
                                                 
103  See Horizontal Merger Guidelines, paragraph 8.  
104  Revithoussa’s revenues are reg ulated on a ‘cost -plus’ basis in the sense that the Regulated Services Tariffs  
are determined according to the Required Revenue recovery principle for the Regulated Services provided 
by DESFA (as the NNGS Operator), in such a way that the criteria describe d in the relevant national and 
European legislation are fulfilled. The Required Revenue for each Regulated Service is determined each 
year of the Regulatory Period by RAE’s Tariff Approval. Form CO, paragraphs 617 -618. 
105  The average tariff calculated and signed with the users that have pre -booked capacity at Alexandroupolis 
via the market test.  
106  The Market Test was the competitive  market testing process conducted by GASTRADE, closely regulated 
by RAE, whereby all potential users were invited to indicate their interest in contracting capacity. As a 
result,  GASTRADE allocated part of its capacity for 15 years under long -term agreements with ten 
customers (Form CO, paragraph 105).  
107  SA.55526 on the approval of €166.7 million Greek public support for constru ction of LNG terminal in 
Alexandroupolis, 17.06.2021.  
108  Form CO, paragraphs 482 -484. 
109  Form CO, paragraph 485.  
 
28 (c) Increase the tariff, as per the provisions of the Bidding Phase G uidelines and 
the ARCAs, if […]. Such proposed increases in tariffs need to be submitted 
to RAE and shall remain within the terms of the Exemption Decision and the 
provisions of the ARCAs. […]. 
(98) Therefore, while Alexandroupolis ’ tariff could change, GASTRADE cannot make 
any changes that are outside the methodology and all changes would be overseen by 
RAE  (the Greek Energy Regulator) .  
(99) In relation to the tariffs, o ne respondent to the market investigation submitted that, 
although the Revithoussa tariff s are regulated and approved by RAE, it is DESFA 
who proposes the methodology and utili sation forecasts to conclude on the 
appropriate level of the tariffs.110 In that sense  according to this respondent , DESFA 
might  have some room to influence the  tariffs in  the two terminals, in a way that 
would allow for costs and expenses shifting.  
(100)  However, this concern is not confirmed by the  overall  results of the market 
investigation. A clear majority of the customers and a majority of competitors 
submitted that sector al regulation adopted by RAE is effective in preventing the 
operators of LNG terminals from exercising any form of market power .111 One 
respondent noted in this regard “ The fact that the access and the tariff levels are 
monitored closely by the Greek regulat or, is preventive for LNG terminal operators 
to exercise market power ”. Another respondent commented “ The regulatory 
framework safeguards the effective operation of the market in Greece ”.  
(101)  The Commission notes that, even if certain parameters of the tariff  calculation 
methodology are proposed by DESFA , such proposals must be in  accordance with 
criteria described in the relevant national and European legislation.112 In addition, the 
tariffs coefficients are recalculated by the operator and approved by RAE on a  
regular basis , based on the actual data of revenues for the past year.113 
(102)  The Commission  therefore  considers that changes to Alexandroupolis’ tariff are 
beyond the control of its shareholders and that the Parties will not be able to 
influence them in order to impact competition between  the Alexandroupolis and 
Revithoussa terminals . Therefore, the Parties are  prevented from exerci sing market 
power and  there is no scope for Transaction -specific effects on pricing.  
Closeness of competition - different business models and tariff levels  
(103)  The Commission considers that competition between the Alexandroupolis terminal 
(controlled by GASTRADE) and the Revithoussa terminal (controlled by DESFA) is 
limited (at least in the short term) because of the limited capacity of t he Greek 
transmission infrastructure to accept additional gas from Alexandroupolis under the 
current configuration. As explained in recital  (87): 
                                                 
110  See confidential replies to question 44.1 of Questionnaire 1 to customers.  
111  See replies to question 38 of Questionnaire 1 to customers; question 32 of Questionnaire 2 to competitors.  
112  L. 4001/2011 and Regulation (EC) 715/2009 of the European Parliament and of the Council of 13 July 
2009 on conditions for access to the natural gas transmission networks and repealing Regulation (EC) No 
1775/2005.  
113  Form CO, para. 412 et seq.  
 
29 (a) For unconditional delivery into the NNGTS in Greece a user of 
Alexandroupolis may only inject up to [0-5] mcm/d, while a user of 
Revithoussa may inject up to [10-20] mcm/d. The actual increme nt brought 
about by the Transaction in the market for gas import infrastructure into 
Greece is therefore relatively low , accounting for only [0-5]% of the gas 
import infrastructure capacity in Greece (see Table 2 above) or only [0-5]% 
of the regasification  capacity in Greece.  
(b) For delivery to Bulgaria (or other countries thereafter) a user of 
Alexandroupolis may inject up to [10-20] mcm/d (assuming that the IGB is 
operational by 2023), while a user of Revithoussa may inject up to 5.7 mcm/d 
through Sidirokast ro.  The Commission therefore considers that for users 
intending to import LNG into Greece, with the aim to regasify and further 
import it into Bulgaria, the two terminals will not be competing closely.  
(104)  While competition between the two terminals for the i mport of gas is limited due to 
the current configuration of the NNGTS, the Commission does note that:  
(a) Excluding the reserved capacity, the capacity of Alexandroupolis from 2023 
will be [5-10] mcm/d. From 2023 it will [information regarding capacities] be 
able to inject up to [0-5] mcm/d unconditional delivery into the NNGTS for 
use in Greece. However, that could change. Depending on the competing 
capacity products that may be introduced, the volume of gas that could be 
injected from Alexandroupolis into the  NNGTS for exit to Southern Greece 
(West of Komotini) could increase and, therefore, all of the [5-10] mcm/d of 
non-reserved capacity of Alexandroupolis (representing [10-20]% of the total 
existing and planned capacity for gas import infrastructure into Gr eece) could 
potentially be fully injected into the Greek system for consumption in Greece 
(depending on the outcome of the competition with, e.g., TAP and Botaş for 
the competing capacity products). In that scenario, Alexandroupolis would be 
in direct comp etition with gas import capacities in Revithoussa and other gas 
importers for imports of gas into Greece.  
(b) Revithoussa and Alexandroupolis could compete for users intending to 
import gas into Greece, with the aim to further  export that gas into Bulgaria 
and other countries in south eastern Europe, even if the transmission of the 
gas booked in each terminal takes place through different pipelines (via IGB 
in the case of Alexandroupolis, and via Sidirokastro in the case of 
Revithoussa).114  
(105)  Therefore, both te rminals could potentially compete for additional sales of gas into 
Greece and outside Greece via Bulgaria.  
                                                 
114  The Notifying Parties state that, while it is possible that some of the gas imported via the Revithoussa 
LNG Terminal has historically been exported to Bulgaria, they cannot identify definitively which of the 
LNG unloaded at the Revithoussa LNG Terminal is  consumed in the Greek market or exported because 
DESFA implements an entry/exit gas transmission system (Form CO, paragraph 571). The Notifying 
Parties submit that users do not base their infrastructure choice on the cost of gas transmission, noting 
that, for gas transmission, DESFA charges for entry to and exit from the system, not the distance between 
particular entry and exit points (Form CO, paragraph 338). Therefore, looking at transmission costs, for 
exporting gas to Bulgaria (and beyond), it appears  that Revithoussa is a viable competitor and that 
Alexandroupolis, despite its location, does not have a competitive advantage.  
 
30 (106)  Some respondents to the market investigation considered this to be the case, noting 
“…that both terminals are suitable for delivering gas into Bulga ria and other 
Southern European countries ” and “ GASTRADE could also serve the whole of 
Greece (as Revithoussa can serve also the north of Greece at this moment) ”.115 
However, while the views of respondents on whether Revithoussa and 
Alexandroupolis will comp ete for imports to customers in Bulgaria and South East 
Europe was inconclusive, a slight majority of respondents thought Revithoussa and 
Alexandroupolis will not compete for customers for gas imports both into Greece as 
a whole or into the South of Greece .116  
(107)  The Commission does nonetheless consider that the two terminals will not be close 
competitors for the reasons set out below.  
(108)  Even for the gas that the Alexandroupolis terminal will be able to provide in the 
Greek market117, there would be no close  compe tition with the Revithoussa terminal 
due to the different operation models followed by the two terminals (see recital 
(76)), which translate into sig nificantly different tariff methodologies and different 
tariff levels applied. As noted in (77) above, Alexandroupolis’ tariff  is [10-
20]€/1,000m3, while Revithoussa's tariff for 2021 is 4.73 €/1,000m3. 
(109)  Alexandroupolis operates under a commercial regime subject to  regulatory 
constraints and the Exemption Decision, and the same tariffs will be applicable for 
the exempted and for the non -exempted part o f Alexandroupolis' capacity, without 
any discrimination.  
(110)  Revithoussa on the other hand is not a merchant/commercially driven business; but 
rather it operates a fully regulated business model (due to its historically important 
role of ensuring security of supply and diversification of natural gas sources). The 
cost of Revithoussa is socialised (i.e. paid by all transmission system users) due to its 
role in Greece’s security of supply.118 Currently, 50% of Revithoussa’s Required 
Revenue119 cost is socialised to the transmission system tariffs  and is thereby borne 
by all transmission system users. This leads to the Revithoussa tariff being 
significantly lower than the tariff that will be applied at the Alexandroupolis 
Terminal.  
(111)  The results of the market investigat ion, while mixed,  indicate that the main criteria 
users will consider when choosing between Alexandroupolis and Revithoussa for 
their gas imports are the available capacity in the transmission system, the tariff 
applied by the terminal and the location of the terminal.120 These are not factors the 
parties will be able to impact after the Transaction.  
(112)  Therefore, the Commission considers that  a user of Alexa ndroupolis is more likely 
to choose  that terminal mainly  due to the available capacity, in particular to further  
export gas via the IGB , and the different operational model . 
                                                 
115  See replies to question 36 of Questionnaire 1 to customers; question 30 of Questionnaire 2 to competitors.  
116  See replies to  questions 30 -32 of Questionnaire 1 to customers.  
117  Supra, para. (65)  
118  Form CO, paragraph 39.3.  
119  See footnote 103.  
120  See replies to  question 33 of Questionnaire 1 to customers; question 27 of Questionnaire 2 to competitors.  
 
31 (113)  In this respect, the Commission notes that although the tariff that will be applied in 
the Alexandroupolis Terminal is [difference in tariff]  higher than the one in the 
Revithoussa Termin al, users have  nonetheless  already booked in advance  between 
[30-40]%  and [40-50]%  of the Alexandroupolis LNG Terminal’s capacity for ten 
years.121 The Commission considers that t hese users were likely attracted by the 
different operational model offered by the Alexandroupolis terminal vis -à-vis the 
Revithoussa Terminal, as well as the fact that the Alexandroupolis Terminal is more 
suitable for the import of gas into Greece with the aim of further importing it into 
Bulgaria122. Indeed, these users would have no incentive to opt for a more expensive 
LNG Terminal, if their needs could have been equally satisfied by a [difference in 
tariff]  more inexpensive LNG Terminal (i.e. Revithoussa), given that the latter 
would also have the  capacit y to accommodate such users.123 The Commission 
considers this as a  clear indication  that the two terminals are not close competitors.   
(114)  The Commission is therefore of the view that the Revithoussa Terminal and the 
Alexandroupolis Terminal will not be close competitors.  
Guaranteed access  and regulated  Third -Party Access  (TPA)  
(115)  The Commission identified a potential theory of harm from its pr eliminary market 
investigation that because Revithoussa’s revenues are guaranteed, while 
Alexandroupolis’ revenues are not, DESFA could have an incentive to divert users 
from Revithoussa to the more expensive terminal in Alexandroupolis, while still 
earnin g the regulated revenues at Revithoussa.  
(116)  Against this possibility, the Notifying Parties’ submit that, for the limited volume for 
which users may have a choice between Revithoussa and Alexandroupolis, DESFA 
has neither the ability nor incentive to deviate  users from the Revithoussa to 
Alexandroupolis because:124 
(a) it has no ability to influence users to divert, as capacity at Revithoussa is  
subject to TPA and is  allocated via open auctions which, as a rule, involve 
pre-defined standard products, take place acc ording to pre -defined rules set 
out in the NNGS Network Code, and the tariffs for which are set by RAE;  
(b) it has no incentive to reduce its 100% revenues in Revithoussa – and put at 
risk their recoverability over the long term – for a short term increase in its 
GASTRADE dividends  (in which DESFA has only 20% of the shares) . 
(117)  A majority of the respondents to the Commission’s market investigation stated that  
TPA regulation and other regulatory measures are effective in preventing LNG 
operators from exercising market power .125 In this respect, one market participant 
noted that “[t]he regulatory framework safeguards the effective operation of the 
market in Greece”, while another submitted that “[t]he fact that the access and the 
                                                 
121  Supra, paragraph 71.  
122  Supra, paragraph 80 et seq.  
123  In 2020 the Revithoussa Terminal was utilised at 44% of its capacity. See Form CO, paragraph 39.4.  
124  Form CO, paragraphs 625 -635. 
125  See replies to question 38 of Questionnaire 1 to customers; question 32 of Questionnaire 2 to competitors.  
 
32 tariff levels are monitored closely by the Greek regulator, is preventive for LNG 
terminal operators to exercise market power.”126 
(118)  Furthermore, RAE told the Commission that “ There are no concerns whatsoever 
about violation of third -party access rules ”.127 
(119)  Therefore, the Commission concludes that  the TPA rules are effective in  prevent ing 
DESFA from  discriminating in relation to granting access or forcing users to use one 
terminal over the other.  
Influence of GASTRADE ’s other shareholders  
(120)  Further to existing regulatory constraints, DESFA’s ability to influence 
GASTRADE’s activities is limited as it will only hold a 20% stake. The Commission 
considers that the interests of the other four  shareholders (each of whom will also 
have a 20% stake)  will prevent DESFA from imposing decisions that may go against 
GASTRADE´s commercial interest  (e.g. delaying the accommodation of customers, 
reducing the quality of service) and favour Revithoussa . 
Future entry in the market for gas import infrastructure  
(121)  The gas market in Greece is still developing and a number of recent and new entries 
of considerable value are identified in the market for infrastructure of gas imports. 
As set out in  Tables 1 and 2 above, there is  a number of planned  gas import 
infrastruc tures that will inter into operation by 2023. The overall capacity of the 
market in 2023 will be [60-70] mcm/d, which is roughly double of the current 
overall capacity of 32.3 mcm/d. In 2023, the competitors of DESFA, GASTRADE 
and BEH will account for [30-40]% of the overall import capacity to the NNGTS128  
Through -put agreements  
(122)  A respondent to the market investigation raised concerns that the Transaction would 
grant DESFA the ability to prevent the Alexandroupolis Terminal from concluding 
so-called through -put agreements with  future operators of LNG regasification 
terminals  in Greece . According to this respondent, such through -put agreements 
would enable LNG Terminal operators to combine their capacity products, in a way 
that would create a single virtual LNG tank, from which customers could buy natural 
gas regardless of which part of the NNGTS they are located in .129 This way, the 
parties to a through -put agreement would not be constrained by the bottlenecks of 
the transmission system affecting their l ocation, and would thus be able to provide 
their LNG services throughout Greece. 130 
(123)  With respect to this concern, the Parties submit131 that such through -put agreements 
are not provided for in the relevant legal framework,  and therefore there is no clear 
understanding of how such agreements would operate. In any case, under the current 
                                                 
126  See replies to question 38 of Questionnaire 1 to customers  
127  See replies to DG COMP from RAE dated 25/05/2021 and 29/09/2021.  
128  See Table 1.  
129  See this respondent’s reply to Request for Information (RFI) dated 9 November 2021.  
130  See replies to question 19.1 of Questionnaire 2 to competitors.  
131  See para. 2.1 et seq. of the Parties’ response of 11 November 2021 to RFI 9.  
 
33 legal framework, such agreements could only amount to  agreements  according to 
which one terminal would regasify LNG on behalf of the other. Accordingly , the  
Parties submit that such agreements could only be envisaged through mutual 
booking s between LNG terminal operators  of regasification capacity at each other’s  
terminals and not through actual trade of natural gas quantities between two 
terminals, since such trade  would not be allowed to operators of natural gas system 
in Greece, pursuant to sectoral regulation.132 In this light, GASTRADE would not be 
able to enter into such agreements  with other LNG Terminal operators , as the 
allocation of their capacities is subject to TPA rules . Any amendment to such rules, 
allowing for the facilitation of  such through -put agreements, would entail prior 
involvement and approval of RAE and the adoption of transparent rules in this 
respect.  
(124)  In addition, the Parties argue that GASTRADE never envisaged entering into any 
form of through -put agreements with other operators of LNG terminals, as is 
evidenced by the absence of any such reference in GASTRADE’s business plan.  
(125)  Finally, the Parties sub mit that  even if in the future GASTRADE would have  an 
interest in entering into any exchange -agreement with another LNG terminal 
operator, DESFA would have no ability to veto it. The conclusion of such an 
agreement either would  fall under the competences o f the Managing Director of 
GASTRADE , or would constitute a reserved matter of the Board of Directors or a 
Shareholder Reserved Matter . In the latter  case, a decision  is adopted by 
shareholders holding  70% of the shares. Since DESFA will hold 20%, it would not 
have the ability to veto such a decision.  
(126)  In correspondence with the Commission, RAE submitted that it was not aware of the 
nature of such through -put agreements. 133 RAE confirmed that the only agreements 
between infrastructure operators foreseen in the regulatory framework are 
Interconnection Agreements that pertain to issues such as quality of gas, 
measurements and matching of daily nominations. Based on the current  regulatory 
framework,  no other agreements can be concluded between LNG terminal operators, 
as any such agreements would have to be reflected in their Access Codes. According 
to RAE, any other agreements with regard to LNG capacities would have to either b e 
concluded between an LNG terminal operator and its users, or between different 
users of LNG terminals. RAE could therefore not endorse the concern of this 
respondent.  
(127)  The Commission  notes that the respondent who raised the concern on through -put 
agreemen ts did not provide clear information  on how such agreements operate. This 
is likely due to the fact that such agreements are not well established  in the LNG 
market.134  
(128)  In any case, the Commission  does not consider the concerns  raised on through -put 
agreemen ts as substantiated  for the following reasons:  
                                                 
132  L. 4001/2011 and EU Directive 2009/73.  
133  See RAE’s response to the Commission’s RFI dated 9 November 2021.  
134  In response to question 1 of RFI dated 9 November 2021, this respondent points to the recent introduction 
of an “LNG virtual hub” in Spain, as an example of through -put agreements in the LNG sector. According 
to the cited press release dated 1 April 20 20, this “LNG virtual hub” was at that point the only one in the 
world. See https://www mibgas.es/en/news/mibgas -launches -unique -lng-hub-world -press -release.  
 
34 (129)  First, and to the extent that such through -put agreements do not pertain to mutual 
capacity reservations between LNG terminal operators, their conclusion is not 
possible under the current regulatory regime, as  confirmed by RAE.135 
(130)  Second , as noted in para . (120), DESFA will not have the ability to influence 
GASTRADE  with regard to the signing or rejecting of through -put agreements . As 
DESFA will hold only 20% of the shares in GASTRADE, the interests of the 
remain ing shareholders will prevent GASTRADE from  declining or not pursuing  
agreements with other market participants , which wou ld be to its own benefit , in 
order to favour DESFA.  
(131)  Third , as noted in para. (115) et seq.  and to the extent that through -put agreeme nts, 
as envisaged by the respondent raising the relevant concern, pertain to mutual 
capacity reservations between LNG terminal operators , the Alexandroupolis 
Terminal, as well as any future LNG terminals will be subject to stringent TPA 
obligations. A futu re entrant  in the supply of LNG infrastructure  would suffer no 
detriment from the Transaction in respect to through -put agreements, since it w ould 
still be able to book capacities at the Alexandroupolis Terminal under the TPA 
scheme, on a non -discriminator y basis  and under pre -defined tariffs , to the exten t 
this would be foreseen by sectoral regulation .  
5.2.5.  Conclusion on horizontal non -coordinated effects  
(132)  Based on the foregoing, the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market with respect to 
horizontal non -coordinated effects  in the market for infrastructure for gas imports 
(and its possible sub -segment including regasification terminals) . 
5.3. Horizontal coordinated effects in the market f or infrastructure for gas imports  
5.3.1.  Analytical  framework  
(133)  GASTRADE, DESFA and BTG are active in the market for gas import 
infrastructures for Greece. There are no other markets where GASTRADE and at 
least two of its parents remain active. In this light, the p ossibility of the Transaction 
giving rise to coordinated effects between DESFA , GASTRADE and BEH  in the 
market for gas import infrastructure is assessed below.  
(134)  As set out in the Horizontal Merger Guidelines,136 to find coordinated effects 
evidence is needed  that the horizontal merger changes the nature of competition in 
such a way that firms that previously were not coordinating their behaviour are now 
significantly more likely to coordinate and raise prices or otherwise harm effective 
competition. A merger may also make coordination easier, more stable or more 
effective for firms that were coordinating prior to the merger.137  
                                                 
135  Supra, para. (126)  
136  Horizontal Merger Guidelines, paragraphs 22, 39 et seq  
137  Horizontal Mer ger Guidelines, paragraph 22(b).  
 
35 5.3.2.  The Notifying Parties’ view  
(135)  The Notifying Parties submit that the Transaction will not give rise to co ordinated  
effects and that GASTRA DE cannot be construed as an instrument for producing or 
reinforcing coordination between the parent companies .138 In particular, the 
Notifying Parties emphasise the stringent sectoral regulation at EU and national 
level, which results in there being  no scop e for coordination between DESFA and 
BTG’s activities outside of the GASTRADE joint venture  in the market for gas 
imports infrastructure . Other than that market, the Notifying Parties submit that there 
are no closely related neighbouring markets nor any  markets upstream or 
downstream from GASTRADE where at least two parent companies are active.  
5.3.3.  The Commission’s assessment  
(136)  According to the Horizontal Merger Guidelines, coordination is more likely to 
emerge if competitors can easily arrive at a common perc eption as to how the 
coordination should work.139 Generally, the less complex and more stable the 
economic environment, the easier it is for the firms to reach a common 
understanding on the terms of coordination.140 
(137)  As regards the overall market for infrastruc ture for gas imports in Greece, the 
Commission considers that the Transaction will not lead to an economic 
environment that will favour coordination between DESFA, GASTRADE and BEH.  
(138)  First,  as explained above141, tariffs applied by operators of gas import in frastructure 
are extensively regulated and operators are subject to TPA rules. It is therefore 
unlikely that DESFA, GASTRADE and BEH will have the ability to coordinate with 
the aim of increasing tariffs , reducing overall gas import capacity in the market  or 
denying access to their infrastructure . 
(139)  Second , a number of operators, with different market shares and different 
infrastructure (pipelines, regasification terminals) , will remain active in the market. 
Currently, apart from DESFA and BEH, there are anot her two operators of gas 
import infrastructure in Greece, namely TAP, operating the TAP pipeline, and Botas, 
operating the Turkish gas transmission network, which is interconnected with the 
NNGTS , and which together account for [20-30]% of the overall impo rt capacity to 
the NNGTS . […].142 By then, the competitors of DESFA, GASTRADE and BEH 
will account for [30-40]% of the import capacity to the NNGTS.  The significant  
number of different gas import infrastructure operators  in Greece and their respective 
capaci ties will render coordination between DESFA, GASTRADE and BEH  
unlikely.143  
(140)  Third , the gas market in Greece is still developing and a number of recent and new 
entries of considerable value are identified in the market for infrastructure of gas 
imports. Apart from the imminent entrants set out in Tables 1 and 2 above, there are 
                                                 
138  Form CO, paragraphs 753 -765. 
139  Horizontal Merger Guidelines, paragraph 43.  
140  Horizontal Merger Guidelines, paragraph 44.  
141  See Table 1.  
142  Idem . 
143  See Horizontal Merger Guidelines, paragraph 45.  
 
36 a number  of planned interconnecting pipelines, namely the Interconnector Greece – 
North Macedonia, Poseidon and EastMed.144 Such v olatility with regard to market 
participants  would generally not allow for sustainable coordination between 
competitors.145 
(141)  Fourth , as ill ustrated in Table 1, the different operators will also be highly 
asymmetrical in terms of market shares and capacities. Furthermore, as indicated by 
the significant difference between the tariffs of the Revithoussa and the 
Alexandroupolis LNG terminals146, cost structures are also likely to be highly 
asymmetric. Such asymmetry in the market for gas import infrastructure would 
render coordination between the competitors unlikely.147 The Transaction will 
therefore not change the nature of competition and the comp etitors would remain 
differentiated, implying a limited risk of increased coordination.  
(142)  Lastly , DESFA, GASTRADE and BEH operate different kinds of gas import 
infrastructure (i.e. regasification terminal and interconnection pipeline). Comments 
provided by a number of respondents in the market investigation indicate that the 
two types of infrastructure are more complementary than substitutable solutions.148 
Respondents pointed specifically to the different costs and timelines involved in the 
planning of gas im ports, as well as the complementary needs served by the different 
import infrastructure. In this respect, one customer submitted that “ [p]ipeline gas 
provides a steadier supply stream - LNG terminals usually cater for flexibility, 
system reserves, seasonal  spikes etc., but may also be partly used as a long -term 
supply solution ”.149 Furthermore, the Parties note that utilisation of the Revithoussa 
LNG Terminal has historically been dependent on price differences between LNG 
and piped gas,150 which are not contro lled by the import infrastructure operators. 
With respect to the LNG terminals operated by DESFA and GASTRADE, they also 
present significant differences between them regarding their operational models and 
tariffs applied.151 In this respect, the Transaction would have limited impact on the 
nature of competition between DESFA, GASTRADE and BEH in the market for gas 
import infrastructure in Greece and would not make a coordination between them 
more likely.  
(143)  Apart from the likelihood of coordination to emerge in  a market, the Commission 
also assesses whether such coordination would be sustainable and successful in 
attaining the expected outcome.  
(144)  Coordination is not sustainable unless the consequences of deviation are sufficiently 
severe to convince coordinating f irms that it is in their best interest to adhere to the 
terms of coordination (i.e. deterrent mechanisms).152  
                                                 
144  Form CO, paragra ph 717.   
145  See Horizontal Merger Guidelines, paragraph 45.  
146  Supra, (77) 
147  See Horizontal Merger Guidelines, paragraph 48.  
148  See replies to question 8.1 of Questionnaire 1 to customers; question 4.1 of Questionnaire 2 to 
competitors.  
149  See replies to  question 8.1 of Questionnaire 1 to customers.  
150  Form CO, paragraph 505.  
151  Supra, (77) et seq.  
152 See Horizontal Merger Guidelines, paragraphs 52.  
 
37 (145)  In the present case, no credible deterrent mechanism could be applied by either 
DESFA, GASTRADE or BEH, with the aim of preventing deviation from 
coordination, as all competitors in the market for gas import infrastructure have no 
option but to provide their services under the regulated tariffs and in accordance with 
TPA rules. Furthermore, the market’s existing transparency, which results from 
secto ral regulation, would make any attempt of a competitor to apply such deterrent 
mechanisms visible to RAE, who is in charge of supervising the market and 
enforcing adherence to regulation.  
(146)  Coordination is also not effective in attaining the expected outcom e by the 
coordinating competitors, if actions of non -coordinating firms are able to jeopardize 
such outcome.153 
(147)  As mentioned above,154 in 2023 there will be 6 undertakings active in gas import 
infrastructure in Greece 2023, whereas in 2020 the undertakings act ive on that 
market were only 3. Likewise, the overall capacity of that market will be [60-70] 
mcm/d in 2023, which is roughly double of the current overall capacity of 32.3 
mcm/d.155 These additional entrants and the capacity that will be brought by them 
will be sufficient to offset any attempt by DESFA, GASTRADE and BEH to 
coordinate with the aim of increasing tariffs, reducing capacities or reducing 
innovation.  
5.3.4.  Conclusion on horizontal coordinated effects  
(148)  In light of the above considerations, the Commissio n considers that the Transaction 
does not raise serious doubts as to its compatibility with the internal market with 
respect to horizontal coordinated effects  in the market for gas import infrastructure 
in Greece . 
5.4. Non-horizontal effects  
(149)  Customers of regasi fication terminals (i.e. LNG gas importers) need transmission 
and/or storage capacity in order to deliver the commodity to their customers once 
their LNG loads are processed and converted back to a gaseous state. Therefore, the 
Transaction will bring about  a vertical relationship in Greece between the upstream 
market for infrastructure for gas imports (and its possible sub -segment including 
regasification terminals), where DESFA and GASTRADE are both active, and the 
downstream market for gas transmission, w here DESFA has a natural monopoly.156 
5.4.1.  Analytical framework  
(150)  Non-horizontal effects may principally arise when mergers give rise to foreclosure. 
A merger is said to result in foreclosure where actual or potential rivals' access to 
supplies or markets is hamper ed or eliminated as a result of the merger, thereby 
                                                 
153  See Horizontal Merger Guidelines, paragraph 56.  
154  Supra,  (139)  
155  See Table 1.  
156  The Existing Shareh olders are also active in the following vertically -related markets: LNG transport (in 
light of GasLog’s activities) and wholesale natural gas supply (in light of DEPA Commercial’s activities). 
However, as these vertical relations exist already, independent ly of and prior to DESFA’s entry into 
GASTRADE, they will not be discussed further in this Decision.  
 
38 reducing these companies' ability and/or incentive to compete. Such foreclosure may 
discourage entry or expansion of rivals or encourage their exit. Such foreclosure is 
regarded as anti -competitive where the merging companies — and, possibly, some of 
its competitors as well — are as a result able to profitably increase the price charged 
to consumers.157 
5.4.2.  The Notifying Parties’ view  
(151)  The Notifying Parties submit that there is no risk of foreclosure as a result of this 
Transaction because (with its ownership of the Revithoussa LNG Terminal) DESFA 
is already vertically integrated , so there is a pre -existing vertical relationship 
between DESFA’s NNGTS activities and the upstream mark et of gas import 
infrastructure,  and access to gas transportation in Greece is subject to a strict 
regulatory framework, including third -party access at tariffs defined on the basis of 
the criteria established by RAE.158   
5.4.3.  The Commission’s assessment  
(152)  DESFA is the  only Transmission System O perator in Greece and the market for gas 
transmission constitutes a natural monopoly. The Transaction therefore gives rise to 
vertically affected markets for gas import infrastructure upstream (where both 
DESFA and GASTRADE are active) and gas transmission  downstream (where 
DESFA holds a natural monopoly).  
(153)  The Commission notes that the vertical effects in the affected  markets are not 
adequately represented through the  classic  schemes of input and customer 
foreclosure.159 
(154)  First, although the market for gas im port infrastructure is upstream the market for 
gas transmission, operators of such gas import infrastructure cannot conceivably 
foreclose input from a gas transmission operator, as in the case of Greece there is 
only one gas transmission system, to which a ll gas import infrastructure is 
connected.  
(155)  Second, DESFA as  operator of the gas transmission system  in the downstream  is in 
fact not a customer of the gas import infrastructure  in the upstream. Therefore, 
DESFA could not foreclose operators of gas import i nfrastructure, by not purchasing 
their services, since there is no customer/supplier relation between the two markets. 
It is in fact the gas importer/wholesaler who is the customer of both the gas import 
infrastructure and the gas transmission system.  
(156)  Instead, the Commission considers that the two relevant foreclosure theories are a) 
the restriction by DESFA of the provision of gas transmission services to upstream 
gas import infrastructure providers; b) the strategic limitation of investments by 
DESFA in the NNGTS , in order to limit the interconnection of competing projects to 
the NNGTS, and thus favour its own regasification projects .  
                                                 
157  Non-horizontal Merger Guidelines, paragraph 29.  
158  Form CO, paragraph 650.  
159  See Guidelines on Non -Horizontal Mergers, paragraphs 31 et seq,: 58 et seq.  
 
39 (157)  Regardless of DESFA’s monopoly in the gas transmission market, t he Commission 
considers that the Transaction will not raise serious doubts as to its compatibility 
with the internal market with respect to non -horizontal effects  with respect to both 
foreclosure theories defined above,  for the reasons explained below . 
A. Restriction by DESFA of the provision of gas transmission services to upstream 
gas import infrastructure providers  
Ability to foreclose  
(158)  Gas transmission is su bject to national legislation160 monitored  by RAE in order to 
guarantee all users of the network the freedom of access on equal terms to the 
transmission network, as well as impartiality and neutrality of the respective service . 
In communications held with the Commission,161 RAE expressed its confidence in 
the effective implementation of such legislation.  Likewise, the majority of  those  
respondents i n the market investigation  who expressed an opinion submitted that 
sectoral regulation for gas transmission is effective to prevent DESFA from 
exercising market power  on the downstream gas transmission market .162 DESFA 
would therefore have no ability to rest rict the provision of gas transmission services  
to upstream gas import infrastructure providers .  
Incentive to foreclose  
(159)  As described above , although the market for gas transmission is downstream to the 
market for gas import infrastructure, there is no customer relationship between the 
operator of gas import infrastructure and the TSO or vice -versa . It is in fact the users  
of the gas import infrastructure  (e.g. gas importers / wholesalers)  who book capacity 
with the Transmission System  and are charged  for such capacities  by the TSO. There 
is therefore no direct vertical link between DESFA and GASTRADE  with regard to 
the supply chain of natural gas , but rather between DESFA  as TSO  and 
GASTRADE’s users . DESFA would therefore have no incentive to foreclose 
competing gas import infrastructure from access to the NNGTS.  
B. Strategic limitation of investments by DESFA in the NNGTS, limiting the 
interconnection of competing projects to the NNGTS .  
(160)  The Commission notes that a vertical link exists between the TSO a nd gas import 
infrastructure with respect to interconnection of such infrastructure to the NNGTS. 
In this regard, some respondents raised concerns that DESFA may have an incentive 
to strategically limit investments in the NNGTS in order to limit the interc onnection 
of competing projects to the NNGTS, and thus favour its own regasification 
projects.163 The Commission notes, however, that DESFA is already vertically 
integrated with its ownership of the Revithoussa LNG terminal, so there is a pre -
existing vertic al relationship between DESFA’s role as TSO and the upstream 
market of gas import infrastructure. Thus, any harm based on a strategic limitation of 
investment to the NNGTS would not be merger specific.  
                                                 
160  L. 4001/2011 as amended, transposing the Gas Directive to Greek law.  
161  RAE’s replies dated 25.05.2021 to the Commission’s questions.  
162  See replies to question 45 of Question naire 1 to customers; question 38 of Questionnaire 2 to competitors.  
163 See replies to question 19.1 of Questionnaire 2 to competitors; confidential replies to question 44.1 of 
Questionnaire 1 to customers.  
 
40 (161)  In any case, the Commission does not consider that DE SFA would have neither the 
ability, nor the incentive to limit the interconnection of competing projects to the 
NNGTS.  
Ability to foreclose  
(162)  DESFA has no discretion on whether to undertake or reject investments in the 
NNGTS  with respect to interconnection o f competing projects .164 Such investments 
are undertaken under the “Ten Year Development Plan” (“TYDP”), which is 
updated each year based on a regulated procedure. In particular, each year DESFA 
submits an updated TYDP to public consultation, where DESFA’s c ompetito rs may 
provide their feedback  on the investment proposals. After assessing the outcome of 
the consultation, DESFA submits the TYDP to RAE for approval. RAE, taking into 
consideration the results of the public consultation, may require modifications  to the 
TYDP, particularly in relation to the inclusion or removal of proposed investments.  
(163)  If RAE is convinced about the necessity of an investment to the NNGTS, DESFA is 
obliged to undertake it even if it would benefit a competitor. Likewise, if RAE 
concludes that an investment proposed by DESFA fails a cost -benefit analysis, 
DESFA may not include it in the TYDP. RAE monito rs and evaluates the 
implementation of the TYDP on a continuous basis. In this light, DESFA has no 
ability to limit investments which would benefit is competitors, or promote 
investments which favour its own interest.  
Incentives to foreclose  
(164)  DESFA ha s no incentive to limit investments in the NNGTS. DESFA has  rather  a 
financial interest in undertaking  such investments, even if those  would benefit its 
competitors. As the TSO, DESFA earns a regulated return from every project it 
invests in the NNGTS.165 In addi tion, DESFA will keep earning its regulated returns 
from the Revithoussa Terminal , which are not subject to price competition .166  
(165)  With respect to the investment for the connection of the Alexandroupolis LNG 
terminal with the NNGTS, the decision has already been taken by DESFA pre -
Transaction. This project is already part of the TYDP 2021 -2030, as approved by 
RAE.167  
(166)  That DESFA has neither the ability  nor the incentive to foreclose access to the 
NNGTS from its competing gas import infrastructure is confirmed a lso by the result 
of the market investigation. The majority of both customers and competitors who 
expressed an opinion were of the view that DESFA would have no ability or 
incentive to hinder access to the NNGTS for its competitors, or treat its own gas 
import infrastructure preferentially vis -à-vis those of its competitors.168  
                                                 
164  Form CO, paragraph 668 et seq.  
165  Such projec ts are included in the Regulated Asset Basis (RAB) and remunerated by the Weighted Average 
Cost of Capital (WACC), which is currently at 7.5%. See Form CO, paragraph 681.  
166  Form CO, paragraph 627.2.  
167  “NNGS Development Plan 2021 -2030”, page 16. Availabl e at https://www.desfa.gr/userfiles/5fd9503d -
e7c5-4ed8 -9993 -a84700d05071/TYDP%202021%202030%20 -%20fin_clean.pdf   
168  See replies to question 44 of Questionnaire 1 to customers; question 37 of Questionnaire 2 to competitors.  
 
41 5.4.4.  Conclusion on  non-horizontal  effects  
(167)  In light of the above considerations, the Commission considers that the Transaction 
does not raise serious doubts as to its compatibility with the  internal market with 
respect to non -horizontal effects  in the markets for gas import infrastructure in the 
upstream (where both DESFA and GASTRADE are active) and gas transmission in 
the downstream . 
6. CONCLUSION  
(168)  For the above reasons, the European Commission has decided not to oppose the 
Transaction  and to declare it compatible with the internal market and with the EEA 
Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger 
Regulation a nd Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President