Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERG ER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu. 
 EUROPEAN COMMISSION 
 
Brussels, 11.04.2018 
C(2018) 2238 final 
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has been replaced by ranges of figures or a 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.  
PUBLIC VERSION 
To the notifying party 
 
Subject: Case M.8771 - Total / Engie (Part of Liquefied Natural Gas Business) 
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 2 March 2018, the European Commi ssion received no tification of a 
proposed concentration pursuant to Ar ticle 4 of Council Regulation (EC) 
No 139/20043 by which Total S.A. ("Total" or the "Notifying Party") acquires 
sole control over parts of the liquefi ed natural gas ("LNG") business of 
Engie S.A. (the "Target Business").4 Total is referred to hereinafter as the 
"Notifying Party" and together with th e Target Business as the "Parties".  
1. THE PARTIES  
(2) Total is an international integrated energy producer active globally. Total is 
engaged in every segments of the oil and gas industry, both upstream 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (t he 'Merger Regulation'). With effect from 1 December 2009, the 
Treaty on the Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of 'Community' by 'Union' and 'common market' by 'internal market'. The 
terminology of the TFEU will be used throughout this decision. 
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement'). 
3 OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation"). 
4  OJ C 95, 13.3.2018, p. 21.   
 
2 (hydrocarbon exploration, developm ent and production) and downstream 
(refining, petrochemicals, specialty chemi cals, trading and shipping of crude oil 
and petroleum products and marketing), as  well as in the renewable energy and 
power generation sectors. 
(3) The Target Business comprises a ra nge of LNG assets owned by energy 
company Engie including a portfolio of contracts for the supply, sale and regasification of LNG, as well as various equity a nd contractual rights over 
LNG shipping assets and over gas liquefac tion plants, together with associated 
legal entities and relevant pe rsonnel in various jurisdictions. 
2. T
HE OPERATION  
(4) On or prior to completion, Engie will unde rtake a corporate restructuring as a 
result of which the Target Business [structure of the transaction]. On 
completion, Total will acquire ([structure of the transa ction]) the en tire issued 
share capital of HoldCo (the "Transaction"). 
3. THE CONCENTRATION  
(5) By means of the Transaction, Total will acquire sole control over the Target 
Business. The Transaction therefore qua lifies as a concentration within the 
meaning of Article 3(1)(b) of the Merger Regulation. 
4. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate world-wide turnover of 
more than EUR 5 000 million5. Each of them has an EU-wide turnover in excess 
of EUR 250 million, but they do not achie ve more than two-thirds of their 
aggregate EU-wide turnover within one  and the same Member State. The 
notified operation therefore has an EU dimension. 
5. COMPETITIVE ASSESSMENT  
(7) Natural gas originates in oilfields or natural gas fields. After being processed 
and purified at a treatment plan, natural gas can be s upplied either in gaseous 
form through pipelines or in liquid form, as LNG. When supplied as LNG, 
natural gas is converted in 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 destinat ion or used directly as LNG for certain 
specific applications. Once regasified, LNG is transported in the pipeline 
network where it is mixed w ith "piped" natural gas.  
                                                 
5  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
3 (8) The Parties are active across the LNG va lue chain and overlap in the upstream 
wholesale supply and related services in cluding liquefaction, transportation and 
regasification services. However, the Tran saction gives rise to a very limited 
number of plausibly affected markets.  
(9) Specifically, the Transaction leads to th e following plausibly affected markets: 
(i) the liquefaction of natural gas into LNG in the Atlantic Basin; (ii) the upstream wholesale supply of LNG in Spai n; and (iii) the re gasification of LNG 
in France. 
(10) There are also vertical relations between  the activities of the Target Business 
and Total's activities in the explorati on of oil and gas, gas trading and the 
downstream wholesale supply of natural gas. However, Total's position in the 
relevant segments is modest and the onl y plausibly vertically affected market 
relates to the regasification of LNG, as discussed later on, and the downstream 
wholesale supply of natural gas in France.
6 Total's share of the latter market is 
well below 10% and has been decreasing over the past three years, while there is 
oversupply of regasification capacity in  France. Hence, serious doubts of 
foreclosure effects can be ex cluded at the outset.    
5.1. Product Market Definition 
5.1.1.  Upstream wholesale supply of  LNG 
(11) In its decisional practice, the Co mmission has considered a market 
encompassing the development, producti on and upstream wholesale supply of 
natural gas.7 However, in the recent Shell/BG case,8 the Commission found that 
the upstream wholesale supply of LNG c ould form a separate product market 
from the upstream wholesale supply of natural gas by pipeline (i.e., non-
liquefied natural gas). 
(12) The Notifying Party contends that th e segmentation of the product market 
between LNG and piped/non-liquefied gas is  artificial because the two: (i) are 
perfectly interchangeable; (ii) are in di rect competition; a nd, (iii) their price 
dynamics are closely correlated.  
(13) Though not entirely conclusive, the outcome  of the market investigation carried 
out in the present case reveals that L NG and non-liquefied natural gas present 
distinguishing features.  
                                                 
6  Absent particular local market/regulatory circumstances, the sale and distribution of large 
volumes of gas to retailers and/or other wholesalers has been considered to form part of a market 
for the downstream wholesale supply of natural gas, defined as national in scope (M.6984 - EPH/Stredoslovenska Energetika  ; M.3868 - DONG/Elsam/Energi E2). At that level, LNG has 
already been regasified so that it is indistinguishable from non-liquefied natural gas.  
7  Case M.6910 – Gazprom/Wintershall/Tar get Business Companies; Case M.6801 – 
Rosneft/TNK-BP; Case M.5585 – Centrica /Venture Production; Case M.4545 – Statoil/Hydro.  
8  Case M.7631 – Royal Dutch Shell/BG Group. 
 
4 (14) First, the market investig ation confirmed that LNG was not substitutable with 
piped natural gas for certain applications.9 As a respondent indicated: " Although 
NG and LNG could be used interchange ably for most of applications, LNG 
could be used for heavy transporta tion, either vessels or trucks" . 
(15) Second, the market investigation indica ted that LNG is in principle more 
flexible than non-liquefied natural gas, notably in terms of delivery destination. 
Overall, the investigation also revealed  that flexibility may depend on various 
conditions and variables that are not necessarily identical for LNG and non-
liquefied natural gas.10  
(16) Third, the market investigation elicited mi xed results in terms of similarity of 
the prices for LNG and non-liquefi ed natural gas, respectively.11  T h e  m a r k e t  
investigation also indicated that a dire ct correlation between the price of LNG 
and non-liquefied natural gas is difficult to establish.12 For example, a 
competitor explained that " an historical analysis of av ailable price data lead us 
to say that LNG prices in the world are generally higher than pipeline gas ", 
while another one explained that " [i]t depends on the specific case, including 
market as well as contractual conditions . LNG might in some cases be priced 
higher than pipe gas based on a higher  degree of destination flexibility ".  
(17) In any event, the exact product market  definition can be left open for the 
purpose of this decision since the Transact ion does not lead to serious doubts as 
to its compatibility with the internal ma rket irrespective of whether the upstream 
wholesale supply of LNG is considered as  a separate market or as part of a 
broader market encompassing non-liquefied natural gas. 
5.1.2.  Liquefaction of natural gas into LNG 
(18) In the past, the Commission considered th e existence of a market encompassing 
the development, production and upstream  wholesale supply of natural gas, 
which would also comprise the liquefaction of gas into LNG.13 However, in 
Shell/BG, the Commission found that the liquef action of natural gas into LNG 
could constitute a separate product market, upstream to the (upstream) wholesale supply of LNG.
14 
(19) The Notifying Party claims that ther e is no meaningful competition at 
liquefaction level and that the appropriate  market definition is the broader one 
including liquefaction into the upstrea m wholesale supply of natural gas.  
                                                 
9  Replies to question 4 of eQue stionnaire 2 – Customers and of eQuestionnaire 1 – Competitors.  
10  Replies to question 9 of eQ uestionnaire 1 – Competitors.  
11  Replies to question 5 of eQuestionnaire 2 – Customers and of eQuestionnaire 1 - Competiors. 
12  Replies to question 6 of eQuestionnaire 2 – Customers and Replies to question 6 of 
eQuestionnaire 1 - Competitors 
13  Case M.6910 – Gazprom/Wintershall/Target Business Companies ; Case M.6801 – Rosneft/TNK-
BP; Case M.5585 – Centrica/Venture Production ; Case M.4545 – Statoil/Hydro .  
14  EEA, North American east coast, Caribbean, South America and Northern and West Africa. 
 
5 (20) The market investigation carried out in the present case has revealed that there 
are certain – mainly US – companies of fering liquefaction services on a stand-
alone basis (via tolling arrangements). Ho wever, customers of the Parties do not 
normally source liquefaction services inde pendently of the procurement of the 
gas; for the same reason, they most often don't have a choice of liquefaction 
facility.15 Generally, the competitors of the Parties have indicated that they do 
not provide liquefaction services on a stand-alone basis service to other 
upstream wholesale suppliers.16 Moreover, a number of competitors of the 
Parties do not own equity rights in liquef action plants and some of them do not 
hold off-take rights from liquefaction plants either.17  
(21) The Commission therefore understands that  liquefaction may be part of the 
logistics involved in the upstream wholesal e supply of LNG or part of a separate 
market for the sale of LNG to wholesalers at liquefaction facilities.18 In any 
event, if the liquefaction of  natural gas was to  be considered as a product market 
separate from the upstream wholesale s upply market, it would be upstream of it 
since customers sourcing liquefaction serv ices are the upstream wholesalers who 
then sell on the liquefied gas. 
(22) In any event, the exact product market  definition can be left open for the 
purpose of this decision since the Transact ion does not lead to serious doubts as 
to its compatibility with the internal ma rket irrespective of whether liquefaction 
services are considered as a separate mark et or part of a broader market for the 
development, production and upstream whol esale supply of LNG or natural gas. 
5.1.3.  Regasification of LNG 
(23) In previous decisions, the Commission has suggested that there may be a 
separate market for gas import infrastr ucture encompassing: (i) regasification 
services; (ii) interconnection points with international gas pipelines; and (iii) 
underground gas storage.19 The Commission has nonetheless left the exact 
market definition open. 
(24) Total submits that the appropriate market definition should encompass all gas 
import capacity, including import capacity via gas pipelines and LNG terminals, 
and that no further segmentation is nece ssary or appropriate because the product 
supplied through regasification terminal s and international pipelines is 
substitutable from a demand-side perspective. 
(25) The market investigation did not yield cl ear results in that connection. Certain 
customers indicated that faced with a small but significant and non-transitory 
increase in the price of LNG regasifi cation services, they could switch to 
                                                 
15  Replies to questions 19 and 20 of eQuestionnaire 1 – Competitors and Replies to question 15 of 
eQuestionnaire 2 – Customers. 
16  Replies to questions 14-15 of eQuestionnaire 1 – Competitors. 
17  Reply to question 14 of eQuestionnaire 2 – Customers.  
18  Case M.7631 – Royal Dutch Shell/BG Group, para. 32. 
19  Case M.5649 - RREEF FUND/ENDESA/UFG/SAGGAS. 
 
6 importing (more) gas via international pipelines.20 The willingness to perform 
such a switch is however described as de pendent on other factors, including the 
price difference between LNG and non-liq uefied natural gas and the geographic 
area to which the gas (or LNG) is imported, due to the difference of import infrastructure in each member state. 
(26) Certain competitors of the Parties also  indicated that, faced with small but 
significant and non-transitory increase in price of rega sification services, they 
could switch to procuring more gas volum es via international pipelines, at least 
to the extent that other factors also point  toward a need to rebalance the mix of 
supply between LNG and non-liquefied natural gas.
21 For example, one 
competitor explained that "[t] rading of natural gas is  price sensitive. Although 
we would not necessarily stop LNG tr ading activity, there would likely be a 
desire to increased imports of natu ral gas via international pipelines ". 
(27) In any event, the exact product market  definition can be left open for the 
purpose of this decision since the Transact ion does not lead to serious doubts as 
to its compatibility with the internal  market irrespective of whether LNG 
regasification services are cons idered to belong to a separate market or to be part 
of a broader market encompassing othe r gas import infrastr uctures aimed for 
non-liquefied gas. 
5.2. Geographic Market Definition 
5.2.1.  Upstream wholesale supply of LNG 
(28) In the past, the Commission considered that the market for the upstream 
wholesale supply of LNG could be na tional or wider in scope, possibly 
encompassing the entire EEA; however, the precise geographic market definition was left open.
22 The Notifying Party claims that if a product market 
for the upstream wholesale supply of L NG was to be retained, the geographic 
scope of that market would be broader than national.  
(29) In the present case, the outcome of the market investigation was inconclusive as 
to whether a possible market for the upstream wholesale supply of LNG would be national, regional (group of member states) or EEA in scope. In particular, 
while certain customers and competitors responding to the market investigation share the view that prices of LNG are not homogenous in the EEA and that price 
differences across Member St ates or groups of Member States can be material, 
others consider that, independently on regional variations, e.g., between 
Northern and Southern Europe, prices  are fairly correlated across Europe.
23  
                                                 
20  Replies to question 18 of eQuestionnaire 2 – Customers.   
21  Replies to question 23 of eQuestionnaire 1 – Competitors. 
22  COMP/M.6910 – Gazprom / Wintershall / Target Companies; Case M.7631, Royal Dutch 
Shell/BG Group, para. 30.  
23  Replies to question 29 and 31 of eQuestionnaire 1 – Competitors.  
 
7 (30) In any event, the exact geographic mark et definition can be left open for the 
purpose of this decision since the Transact ion does not lead to serious doubts as 
to its compatibility with the internal ma rket irrespective of whether the upstream 
wholesale supply of LNG is considered to  be national, regional or EEA-wide in 
scope. 
5.2.2.  Liquefaction of natural gas into LNG 
(31) In Shell/BG, the Commission considered that the appropriate scope of the 
plausible market for natura l gas liquefaction could be set at the level of the 
"Atlantic basin", comprising the EEA, the Northern American East Coast, the Caribbean, South America and Northern  and Western Africa, possibly also 
including the Middle East and South Eastern Asia.
24 
(32) The Notifying Party is of the view that  the relevant geogr aphic market should 
include at least liquefaction plants locat ed in the Atlantic Basin, and could be 
broader, including the Middle East (in particular given that Qatar has been the 
largest exporter of LNG in to the EU since at least 2014) and South Eastern Asia. 
(33) The market investigation was not entirel y conclusive as regards the geographic 
scope of the possible market for natu ral gas liquefacti on, a majority of 
competitors to the Parties indicated th at they source LNG from the Atlantic 
Basin, including the Middle East.25 
(34) In any event, the exact geographic mark et definition can be left open for the 
purpose of this decision since the Transact ion does not lead to serious doubts as 
to its compatibility with the internal market irrespective of whether the possible market for natural gas liquefaction is cons idered to be limited to the Atlantic 
Basin or wider in scope, especia lly including the Middle East region. 
5.2.3.  Regasification of LNG. 
(35) In past decisions, the Commission sugge sted that the market for gas import 
infrastructure, including LNG regasification terminals, was national in scope but 
ultimately left the exact market definition open.
26 The Notifying Party submits 
that the relevant geographic market fo r gas infrastructure is broader than 
national. 
(36) Customers responding to the market inves tigation indicated that they generally 
use the regasification terminals in the Member State where the LNG is sold and, as explained above, they would not switch  to terminals located in a different 
Member State if faced with small but significant and non-transitory increase in 
price of regasification services.
27 Likewise, competitors to the Parties have 
explained that LNG is typically regasifi ed as close as possible to the place of 
                                                 
24  Case M.7631, Royal Dutch Shell/BG Group, paras. 40-41. 
25  Replies to question 33 of eQuestionnaire 1 - Competitors 
26  Case M.5649 – RREEF FUND/ENDESA/UFG/SAGGAS.  
27  Replies to question 18 and 33 of eQuestionnaire 2 – Customers   
 
8 consumption.28 Conversely, regasifying LNG in a nother Member State to have it 
then transported to its final destination is generally possible but more expensive. 
(37) In any event, the exact geographic mark et definition can be left open for the 
purpose of this decision since the Transact ion does not lead to serious doubts as 
to its compatibility with the internal market irrespective of whether the possible market for LNG regasification is considered  to be national or wider in scope.  
5.3. Competitive assessment 
(38) As noted, when considering the narrowest  plausible alternative and applying the 
most conservative calculation methodologies , the Transaction gives rise to the 
following horizontally affected markets: 
a. Upstream wholesale supply of LNG in Spain; 
b. Liquefaction of natural gas in  the Atlantic Basin; and, 
c. Regasification of LNG in France. 
5.3.1.  Upstream wholesale supply of LNG in Spain. 
(39) On a plausible market limited to th e upstream wholesale supply of LNG 
(excluding non-liquefied natural gas), the combined market share of the Parties 
remains limited irrespective of the geographic market definition retained.
29 In 
fact, Spain is the only EEA Member State where the combined market share of 
the Parties would slightly exceed [20-30]%.  
5.3.1.1.   Market structure 
(40) The Notifying Party has relied on two a lternative methodologies for calculating 
market shares: (i) [a methodology base d on IHS Markit data] and (ii) the 
alternative methodology. 
(41) Under [a methodology based on IHS Markit da ta], volumes are attributed to the 
company responsible for chartering the ve ssel used for the delivery of the LNG 
at the terminal of destination. Unde r this methodology, the identity of the 
company to which the volumes is a llocated depends on  the contractual 
arrangements (the seller in case of DE S contracts and the buyer in the case of 
FOB contracts). This methodology is th erefore not entirely accurate, but it 
contains competitors' data. 
(42) Under the alternative methodology, LNG sales volumes are attributed to 
suppliers irrespective of whether the sa id volumes: (a) are purchased by that 
supplier from a liquefaction plant and reso ld to a purchaser of LNG; or (b) are 
delivered to a purchaser of LNG by a th ird party on behalf of the supplier in 
question. This methodology may provide a more reliable estimate of the position and activities of the Parties given that it captures their sales in each EEA 
                                                 
28  Replies to question 35 of eQuestionnaire 1 – Competitors. 
29  Under a wider product market definition encompassing upstream wholesale of both piped 
natural gas and LNG, the combined market shares  of the Parties will be lower and below 20% in 
any geographic market. 
 
9 Member State, rather than attributing thei r sales to the entities that happen to 
charter the vessels. However, due to the lack of publicly av ailable data, sales 
figures of competitors are not available under that methodology. 
(43) The tables below illustrate the Parties'  and their competitors market shares 
(when available) under the two alternative methodologies: 
Table 1 - Upstream wholesale supply (LNG only) in Spain – [a methodology based on IHS 
Markit data] 
Spain Upstream wholesale supply (LNG only) – [a methodology based on IHS 
Markit data] 
2016 2015 2014 
Volume 
(mtpa) % Volume 
(mtpa) % Volume 
(mtpa) % 
Total […] [0-5]% […] [0-5]% […] [0-5]%
Target Business […] [0-5]% […] [0-5]% […] [10-20]%
Combined (Total and 
Target Business) […] [0-5] % […] [0-5] % […] [10-20] %
Nigeria LNG […] [30-40] % […] [20-30]% […] [10-20]%
Sonatrach […] [20-30]% […] [10-20]% […] [10-20]%
Shell-BG […] [10-20]% […] [10-20]% […] [10-20]%
Qatargas […] [5-10]% […] [5-10]% […] [5-10]%
ENI  […] [0-5]% […] [5-10]% […] [10-20]%
RasGas […] [5-10]% […] [5-10]% […] [5-10]%
Gas Natural Fenosa […] [0-5]% […] [5-10]% […] [5-10]%
Statoil […] [0-5]% […] [0-5]% […] [5-10]%
Total Market 10.3 100% 10.0 100% 11.2 100%
Source: Form CO. 
Table 2 - Upstream wholesale supply (LNG only) in Spain – alternative methodology 
Spain Upstream wholesale supply (LNG only) – Alternative methodology 
2016 2015 2014 
Volume 
(mtpa) % Volume 
(mtpa) % Volume 
(mtpa) % 
Total […] [10-20]% […] [10-20]% […] [5-10]%
Target Business […] [5-10]% […] [5-10]% […] [5-10]%
Combined (Total and 
Target Business) […] [20-30]% […] [10-20]% […] [10-20]%
Total Market 10.3 100% 10.0 100% 11.2 100%
Source: Form CO. 
5.3.1.2.  Assessment 
(44) For the reasons below, the Commission takes the view that the Transaction will 
not result in a significant impediment of effective competition in relation to the upstream wholesale supply of LNG. 
 
10 (45) First, the market share of the merged entity remains limited, just around or 
above [10-20]%. Thus, under any altern ative plausible product and market 
definition and irrespective of th e calculation methodology adopted, the 
combined market share of the Partie s remains below 25%, which typically 
entails a presumption of compatibility with the internal market.30 
(46) Second, the merged entity will continue  to face competition from a significant 
number of competitors. Customers responding to the market investigation indicated that competitors such as Gas Natural Fenosa, Nigeria LNG, Statoil, 
ENI, Shell, Engie, Koch, QatarGas, BP and Cheniere supply LNG in Spain at 
upstream wholesale level,
31 which is consistent with  the views expressed by the 
competitors of the Parties.32 
(47) Third, none of the customers responding to  the market investigation indicated 
that the Parties were significant compe titors in Spain. To the contrary, the 
majority of customers consider Gas Natural Fenosa as the strongest competitor to each of the Parties followed by players such as Shell, Endesa and QatarGas.
33 
This is consistent with the views expressed by the competitors of the Parties.34 
(48) Fourth, the majority of customers who responded to the market investigation 
indicated that a sufficient number of a lternative suppliers serving the Spanish 
market will remain post-Transaction.35 
(49) Finally, a majority of customers and competitors do not foresee that the 
Transaction will have an appreciable im pact on the supply of LNG at EEA level 
or in Spain.36 As explained by a customer  responding to the market 
investigation: " there are many alternatives a nd the current weight of both 
companies in the LNG supply to Europe is not very significant ".  
5.3.1.3.  Conclusion 
(50) In light of the above considerations , the Commission c oncludes that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market with respect to the upstrea m wholesale supply of LNG in Spain. 
5.3.2.  Liquefaction of gas into LNG in the Atlantic Basin. 
(51) As noted, though it seems to have little relevance in the present case, the 
existence of a separate market for lique faction services has been considered 
plausible in the recent past, and defined as  covering at least th e Atlantic Basin.  
                                                 
30  Merger Regulation, recital 32. 
31  Replies to question 37.2 of eQuestionnaire 2 – Customers   
32  Replies to question 39 of eQuestionnaire 1 - Competitors 
33  Replies to question 38.2 of eQuestionnaire 2 – Customers   
34  Replies to question 40 of eQuestionnaire 1 - Competitors 
35  Replies to question 39.2 of eQuestionnaire 2 – Customers.   
36  Replies to questions 50 and 51 of eQuestionnaire 2 – Customers and Replies to question 51 of 
eQuestionnaire 1 – Competitors.  
 
11 (52) Liquefaction plants are generally owned and operated by joint ventures and are 
generally made up of different "trains" used to convert natu ral gas into LNG. 
Total has an interest in 21 liquefacti on trains. These 21 separate liquefaction 
trains relate to eight of the 29 liquefaction plants worldwide. The total existing and projected liquefaction capacity  is a publicly available data. 
5.3.2.1.  Market structure 
(53) In order to calculate their respective market shares, th e Parties put forward three 
alternative methodologies: 
a. The "equity rights" methodology whereby each of the Part ies is allocated 
a share of capacity in each train propor tional to the equity rights owned in 
that train. If this methodology is adop ted, the 2016 combined market share 
of the Parties would be [0-5]% on a worldwide level and [5-10]% in the 
Atlantic Basin. By 2022, the market share of the combined entity is projected to reduce to [0-5]% at worldwide level and [5-10]% in the 
Atlantic Basin; 
b. The "contracted off-take rights" methodology whereby each Party is 
allocated a share proportional to the share of contracted LNG off-take 
rights under long-term and medium-term contracts in force at the end of 
2016. If this methodology is  adopted, the 2016 combined market share of 
the Parties would be [5-10]% on a wo rldwide level and [10-20]% in the 
Atlantic Basin. By 2022, the market share of the combined entity is projected to reach [5-10]%  at wo rldwide level and [10-20]% in the 
Atlantic Basin; 
c. The "veto rights" methodology whereby 100% of the nominal capacity of 
each of the plants over which the Partie s have control or a technical right 
of veto, is attributed to the Partie s. This methodology is very conservative 
as it leads to multiple counting. For example, the overall liquefaction 
capacity of a plant that is jointly c ontrolled by four market players is 
allocated in its entirety to each of the four player s, yet it is only counted 
once in the market size estimate.  
(54) The Transaction will generate an aff ected market only if the "veto rights" 
methodology is adopted. If this met hodology is applied, the 2016 combined 
market share of the Parties would be  [10-20]% on a worldwide level and [20-
30]% in the Atlantic Basin. By 2022, the ma rket share of the combined entity is 
projected to reach [10-20] % at worldwide level and [20-30]% in the Atlantic 
Basin. 
5.3.2.2.  Assessment 
(55) The Commission takes the view that the Transaction will not result in a 
significant impediment of effective competition in relation to liquefaction. 
(56) First, even under the most conservativ e market share calculation method the 
combined market share of the Parties is not very large. Moreover, the Parties' market position is overstated since th is methodology entails that a significant 
proportion of liquefaction cap acity is double counted. 
 
12 (57) Second, customers and competitors responding to the market investigation 
indicated that while Total is considered to hold significant inte rests in a range of 
liquefaction facilities, the Target Business is not.  
(58) Third, all customers responding to the mark et investigation indicated that they 
will have a sufficient number of alternat ive suppliers post Transaction. This is 
also supported by the responses of comp etitors who indicated that there is 
sufficient spare liquefaction capacity available in the Atlantic Basin.37 
(59) Fourth, competitors responding to the market  investigation indicated that in the 
last years they did not have difficulty in accessing liquefaction capacity as such. 
Some competitors indicated that the difficu lty was rather in obtaining prices that 
would make LNG competitive with non-liq uefied natural gas in the EEA. The 
Commission considers that this supports  the view that LNG and non-liquefied 
natural gas constrain each other rather than pointing to a competitive issue on any possible liquefaction market. 
(60) Fifth, the Commission considered in Shell/BG that there are significant imports 
of LNG into the EEA from regions outside  the Atlantic Basin and that suppliers 
active in the Atlantic Basin would like ly face competition from large suppliers 
such as Qatar Petroleum. This finding is s till valid, notably since Qatar is in fact 
the main LNG supplier to the EU repres enting 46% of EU imports in the second 
quarter of 2017. 
(61) In that decision, the Commission also took into account the fact that “( Shell and 
BG) share of long-term contracted offtake rights (i.e. the right to off-take LNG 
at liquefaction plants) within the Atl antic basin amounted to only [20-30]%, 
which means that a signi ficant proportion of the offtake rights at the 
liquefaction facilities within the Atlan tic basin over which the merged entity 
(Shell/BG) would hold a technical right of  veto would already be contracted to 
third parties on a long-term basis ”.  The fact that the a significant proportion of 
the offtake rights are contracted under l ong-term agreements still holds true and 
Total's share of long-term and medium-ter m offtake rights in the Atlantic Basin 
amounted to only [10-20]% in 2016 and is expected to amount to [10-20]% 
in 2022. 
5.3.2.3.  Conclusion 
(62) In light of the above considerations , the Commission c oncludes that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market with respect to the liquefaction of LNG in the Atlantic Basin. 
                                                 
37  Replies to question 47 of eQuestionnaire 1 – Competitors. In Shell/BG, the Commission also 
observed that sufficient capacity would remain available in 2019, 2022 and 2026 in the Atlantic Basin, when a number of large o fftake contracts are expected to end at the same time. There is 
no reason to deviate from this  finding in the present case. 
 
13 5.3.3.  Regasification of LNG in France. 
(63) As noted, the narrowest plausible altern ative market in relation to gas import 
infrastructure would be to consider i ndependently LNG regasi fication facilities 
on a national level. As a result, the only affected market would be the supply of 
regasification services in France.   
(64) There are four large scale regasificat ion terminals in France, as follows:  
Table 3 – List of French LNG terminals. 
Country Name of 
installation Total 
Nom.Annual Cap.  
bcm (N)/year 
(2016) Total Nom.Annual 
Cap. in mtpa of 
LNG (2016) 
France Fos-Tonkin LNG Terminal 3.00 
34.25 2.2 
25.0038 Montoir-de-Bretagne LNG Terminal 10.00 7.3 
Fos Cavaou LNG Terminal 8.25 6.0 
Dunkerque LNG Terminal 13.00 9.5 
Source: Form CO. 
5.3.3.1.  Market structure 
(65) The tables below present the Parties' current and projecte d share of capacity 
rights in the French terminals. 
Table 4 - Parties’ capacity right s in regasification terminals 2016 
Re- gasification 
terminal Regasification 
capacity 
(mtpa) Total Target Business Combined 
mtpa % mtpa % mtpa % 
All France 25.039 […] [10-20]% […] [30-40]% […] [40-50]% 
Fos Cavaou 6.0 […] [20-30]% […] [60-70]% […] [80-90]% 
Fos Tonkin 2.2 […] [0-5]% […] [80-90]% […] [80-90]% 
Montoir-de-
Bretagne 7.3 […] [0-5]% […] [40-50]% […] [40-50]% 
Dunkerque 9.5 […] [10-20]% […] [0-5]% […] [10-20]% 
Source: Form CO. 
                                                 
38  Includes Dunkerque, op erational from Q1- 2017. 
39  Includes Dunkerque, op erational from Q1 2017. 
 
14 Table 5 - Parties’ capacity right s in regasification terminals 2022 
Country / re- 
gasification 
terminal Regasification 
capacity 
(mtpa) Total Target Business Combined 
mtpa % mtpa % mtpa % 
All France 30.5 […] [10-20]% […] [20-30]% […] [30-40]% 
Fos Cavaou40 11.9 […] [10-20]% […] [30-40]% […] [40-50]% 
Montoir-de-
Bretagne41 9.1 […] [0-5]% […] [60-70]% […] [60-70]% 
Dunkerque 9.5 […] [10-20]% […] [0-5]% […] [10-20]% 
Source: Form CO. 
5.3.3.2.  Assessment 
(66) For the reasons below, the Commission takes the view that the Transaction will 
not result in a significant impediment of effective competition on a market for the regasification of LNG in France. 
(67) First, the capacity of regasification terminals in the EEA and in France is 
structurally underu tilised. The table below pr ovides a breakdown of the 
estimated utilisation rate of regasifica tion terminals in the EEA in 2016 and the 
first half of 2017. 
Country Name of 
installation Utilisation rate 
201642 Utilisation rate 
first-half of 
201743 
Belgium Zeebrugge LNG Terminal [20-30]% [10-20]% 
France44 Fos-Tonkin LNG Terminal 
[30-40]% [40-50]% Montoir-de-Bretagne LNG Terminal 
Fos Cavaou LNG Terminal 
Dunkerque LNG Terminal 
Greece Revithoussa LNG Term inal [10-20]% [30-40]% 
Italy Panigaglia LNG terminal 
[40-50]% [50-60]% Porto Levante LNG terminal 
FSRU OLT Offshore LNG Toscana 
Lithuania FSRU Independence [30-40]% [20-30]% 
                                                 
40  Includes a planned expansion of 2.75 bcm in 2020 and 5.5 bcm in 2022 (in total, approximately 
5.9 mtpa). 
41  Includes a planned expansion of 2.5 bcm in 2020 (approximately 1.8 mtpa). 
42  Calculated on gross imports. 
43  Calculated on gross imports. 
44  Dunkerque excluded from the calculation of utilis ation rate because it started operating only in 
late December 2016 and its utilisation rate has since then been particularly low. 
 
15 Country Name of 
installation Utilisation rate 
201642 Utilisation rate 
first-half of 
201743 
Netherlands Gate terminal, Rotterdam [10-20]% [10-20]% 
Poland Swinoujscie LNG Terminal [20-30]% [30-40]% 
Portugal Sines LNG Terminal [20-30]% [40-50]% 
Spain Barcelona LNG Terminal 
[20-30]% [20-30]% Huelva LNG Terminal 
Cartagena LNG Terminal 
Bilbao LNG terminal 
Sagunto LNG terminal 
Mugardos LNG Terminal 
Gijón (Musel) LNG terminal 
United Kingdom Isle of Grain LNG terminal 
[20-30]% [10-20]% Milford Haven - Dragon LNG terminal 
Milford Haven - South Hook LNG terminal 
Source: Form CO. 
(68) Second, EU regasification capac ity is expected to increa se significantly over the 
coming years, with no less than a 50% increase e xpected by 2025. 
 
Source: Form CO/Gas Infrastructure  Europe – LNG investment database 

 
16 (69) Third, access to the Fos-Tonkin, Fos Cava ou and Montoir-de-Bretagne terminals 
is governed by French regulation accordi ng to a “use it or lose it” mechanism.45 
Under that mechanism, s uppliers that do not use th e capacity they have booked 
are obliged to release it back. In practice: 
a. Holders of regasification capacity ha ve to inform the operator of the 
terminal, at the latest on the 20th day of month M-1, of their requested 
monthly schedule of unloading operations  for month M, as well as their 
draft unloading schedules for months M+1 and M+2; 
b. The terminal operator publishes, on th e 25th day of month M-1 for month 
M, the available capacity by taking into account the subscribed capacity that is not subject to a schedule requ est. For information, the operator also 
publishes this data for months M+1 and M+2. The information about available capacity is then updated on a daily basis; 
c. If the schedule for month M shows no available unloading slot, each 
cancellation of an unloading operation without notice, unless for reasons 
of force majeure, is formally noted and communicated to the regulator. When the terminal’s capacity is fu lly booked, the regulator may require a 
particular supplier to release subscrib ed capacity on a case by case basis, 
in order to free capacity at the terminal; and 
d. If access to the terminal’s regasificati on capacity is seen to be congested, 
the terminal operator will, upon the Fr ench regulator' re quest, provide it 
with full information on subscription requests for the period of congestion. 
(70) The Dunkerque LNG Terminal operational since December 2016 is currently 
exempted from this regulatory scheme but is subject to a “ use it or lose it ” 
mechanism similar to that described above . In effect, by virtue of the French 
governmental decree granting the exempti on, Dunkerque LNG has to ensure that 
there is a mechanism in place whereby capacities subscribed but not used are made available to other market players. 
(71) Fourth, customers responding to the market investigation indicated that they 
never had issues in accessing […]* capacity in the EEA in general and in France 
in particular. To the contrar y, a customer indicated that " European market is 
long in regasification ".
46 Competitors responding to the market investigation 
gave similar indications and explained that "[i] n general terms, there is 
available regasification capacity in the EEA " and "[m] ore generally the average 
load factor of LNG terminals in Europe  has been quite low during the 5 past 
years so that there has not been actually any problem of access ".47 
                                                 
45  Tariffs are also set in accordance with rules and principles set out by the regulator, and each of 
the three regulated terminals is subj ect to a "ship or pay" clause.  
46  Replies to question 48 of eQuestionnaire 2 – Customers. 
47  Replies to question 49 of eQuestionnaire 1 – Competitors. 
*  should read: “regasification”. 
 
17 5.3.3.3.  Conclusion 
(72) 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 the re gasification of LNG in France. 
5.3.4.  State aid aspects 
(73) In its assessment, the Commission took into account the grant of State aid to the 
undertakings concerned:48 the Target Business includes the entity GDF Suez 
LNG Supply S.A., which is currently subject to an in-depth State aid investigation initiated pursuant to Artic le 108(2) TFEU with respect to tax 
rulings granted by Luxembourg.
49 However, the potential State aid in question is 
not inherent in the Trans action and the consequences of the ongoing proceedings 
have been factored into the Parties' c ontractual arrangements . In any event, the 
potential aid would not increase the fina ncial and resulting commercial strength 
of the merged entity in a manner that would alter the outcome of the merger 
control assessment of the Transaction, notably in view of the constraints 
remaining on the merged entity.  
6. CONCLUSION  
(74) For the above reasons, the European Co mmission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted  in application of Article 6(1)(b) of 
the Merger Regulation and Article  57 of the EEA Agreement. 
For the Commission 
(Signed) 
Margrethe VESTAGER Member of the Commission 
                                                 
48  Case T-156/98, RJB Mining plc v Commission  [2001] ECR II-337, para. 114.  
49  Commission decision of 19 September 2016 in Case SA.44888 (NN/2016) (ex EO/2016) – 
Luxembourg/Possible State aid in favour of GDF Suez , C(2016) 5612 final.