Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 29.10.2021  
C(2021 ) 7934 final   
PUBLIC VERSION  
 
Andel a.m.b.a  
Hovedgaden 36  
4520 Svinninge  
Danmark  
Subject : Case M. 10212  – ANDEL / ENERGI DANMARK  
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 24 September 2021 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Andel a.m.b.a (“Andel”, Denmark) acquires within  the meaning of Article 3( 1)(b) of 
the Merger Regulation sole control of Ene rgi Danmark  A/S (“Energi Danmark”, 
Denmark) by way of purchase of shares (the “Transaction”)3. Andel  is designated as 
the “Notifying Party” and together with  Energi Danmark as the “Parties” . 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ’Merger Regulation’). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of 
‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
3  Publication in the Official Journal of the European Union No C 402 , 5.10.2021, p. 11.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 1. THE  PARTIE S  
(2) Andel is a Danish cooperatively owned energy and fibr e group, which is active 
within energy production, energy distribution, fibre infrastructure, and energy sales 
and solutions. Andel is primarily active in Denmark, but also trades on e.g. the gas 
exchanges in Germany and the Netherlands and sells natural g as and biogas in 
Southwest Sweden.  
(3) Energi Danmark is a Danish energy trading group with activities within physical and 
financial trading of electricity, certificates trading, trading of natural gas, oil, carbon, 
and wind energy, and portfolio management ba sed on the Nordic and German energy 
markets. Energi Danmark has trading activities in 26 countries.  
2. THE  OPE RATION  AND THE  CONCE NTRATI ON 
(4) The concentration consists of the acquisition of sole control by Andel over Energi 
Danmark through the acquisition of shares. Andel currently owns a 40.9% minority 
shareholding in Energi Danmark, but does not have sole or joint control, either de 
iure or de facto .4 Through the Transaction, Andel will increase this shareholding to 
approximately 63.65% . Andel is to acquire this  increased shareholding both directly 
and also indirectly, through its 100% owned subsidiary SEAS -NVE Strømmen. The 
remaining 36.35% s hareholding in Energi Danmark will be  held by NRGi a.m.b.a. 
(“NRGi”, Denmark) , which will as a result of the Transaction increase its 
shareholding from 23.12%  to 36.35% .5  
(5) Andel will exercise sole control over Energi Danmark because it will hold a majority  
of seats of the Board  of Directors.6 […].7 Andel  will also have  a majority of votes at 
the shareholders’ meeting  and NRGi will not have any veto rights over strategic 
decisions.  
(6) In light of the above, the Transaction constitutes a concentration within th e meaning 
of Article 3(1)(b) of the Merger Regulation.  
3. UNION  DIME NSION  
(7) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million8 [Andel: EUR […], Energi Danmark: EUR […]]. 
Each of them has a  Union -wide turnover in excess of EUR 250 million, but they do 
                                                 
4  The remaining shareholdings are currently held by NRGi a m.b.a. (“NRGi” ) (23.12%), Energi Nord 
Holding A/S (18.37%), EWII Energi A/S (16.5%), SEF Energi A/S (1.12%), Fonden Langelands 
Elforsyning (0.4%).  
5  As a result of the Transaction, Energi Nord Holding A/S, EWII Energi A/S, SEF Energi A/S, Fonden 
Langelands Elforsyning , will sell their shareholdings to Andel and NRGi, thereby exiting as shareholders 
of Energi Danmark.  
6  The Board of Directors of Energi Danmark is responsible for the adoption of key strategic decisions such 
as the adoption of the budget and business plan. The shareholders’ meeting does not give any shareholder 
veto rights, but rather is responsible for the election of the board of directors, adopts amendments to the 
articles of association, decides on dividend payments.  
7  Form CO, paragraph 30  
8  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
3 not 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.   
4. MARKE T DE FINITION  RE LE VANT FOR H ORIZONTAL ANALYSIS  
(8) The Parties are both active on the market for the retail sale of electricity in Denmark. 
However, Energi Danmark does not provide electricity to households/private 
consumers or smaller industrial consumers with annual consumption less t han 0.1 
GWh. The main horizontal overlap between the Parties is therefore in the retail sale 
of electricity to large industrial customers with annual consumption above 0.1 GWh 
in Denmark and this is the focus of our market investigation.  There is also a mi nimal 
horizontal overlap in the retail sale of natural gas to large industrial consumers.  
(9) Moreover, t here are several upstream markets that are vertically affected in view of 
the fact that the Parties’ combined market share in the downstream electricity retail 
market is above 30% , in particular, generation and wholesale supply (where both 
Parties are present), and balancing and ancillary services, distribution of electricity, 
certificates trading and financial trading (where Energi Danmark is active) . 
Moreo ver, Andel is active with a market share higher than 30% in the e -mobility 
services market, which is downstream from generation and wholesale supply.   
(10) Finally, t here are horizontal overlaps in the supply of natural gas and gas storage, but 
these are not af fected markets and will therefore not b e discussed further in this 
decision .  
4.1. Retail supply of electricity to large industrial customers  
4.1.1.  Product market  
(11) In its previous decisions, the Commission has considered that there exists a distinct 
product market fo r retail supply of electricity to large industrial and commercial 
customers on the one hand and households and smaller industrial and commercial 
customers on the other hand.9  
4.1.1.1.  The Notifying Party’s view  
(12) The Notifying Party  argue s that the relevant consump tion threshold to identify “large 
industrial customers” is the consumption level above 0.1 GWh, based on relevant 
precedents of the Danish competition authority.10 This 0.1 GWh had previously been 
identified as the relevant threshold because it distinguished between the metered, and 
non-metered customers. Now that all Danish consumers typically have metered 
billing, this distinction is less relevant. However, the Pa rties note that 0.1 GWh is 
nonetheless a useful dividing line between (i) smaller industrial 
customers/households and (ii) larger industrial customers. The Parties note that 
larger industrial customers tend to be more professional buyers, have a higher deg ree 
of price sensitivity, have a higher degree of buyer power, shorter contract lengths, 
often choose their supplier by broker or tender, tend to have specialised needs such 
                                                 
9  Case M.8660, FORTUM/UNIPER, para 102, M.9587, Engie/EDP Renovaveis/EDPR Offshore Espana 
paras 23 -24, M.8855 Otary/Eneco/Electrabel/JV paras 27 -28. 
10  Form CO, paragraph 171.  
 
4 as security of supply, demand for advisory services and hedging agreements, and 
some require delivery in more than one country.11   
(13) The Notifying Party  does not consider that there are distinct markets for retail supply 
of electricity according to the type of generation e.g. “green” or renewable energy. 
They argue that electricity is a homogenous product; once it has been generated, it is 
fed into the grid an d it is impossible to distinguish. From a demand side perspective, 
the two are entirely substitutable. While some customers may value “green” 
electricity, the Parties submit that only a few customers are willing to pay a premium 
for green energy.12   
4.1.1.2.  The Co mmission’s assessment  
(14) In the market investigation, the majority of customers and competitors agreed that 
there should be distinct markets for  at least : (i) large industrial customers above 0.1 
GWh; (ii) small industrial customers below 0.1 GWh; and (iii) h ousehold customers. 
However, certain market respondents highlighted that the 0.1 GWh threshold for 
indicating the division between “small” and “large” industrial customers, was too 
low. For example, one customer noted that: “ 0,1 GWh is very low number for 
industries, if I take an average on over 100 of our sites the value will be 
3,5GWh/year. Then looking into how Energy Efficiency Directive is interpreted in 
some member states for large enterprises (large industries) I would say the above 5 
or 10GWh is a l arge industry .”13 Similarly, a competitor added that from its 
perspective, the relevant dividing line between small and large industrial customers 
was a yearly consumption  of electricity  below/above 2 GWh.14 The same competitor 
considered that “ very large ” customers were those with a consumption above 20 
GWh.  
(15) The market investigation therefore indicated that there could be additional separate 
product markets regarding large industrial customers, according to th e size of yearly 
electricity consumption.  The vas t majorit y of competitors noted that the retail supply 
of electricity to large industrial should be further segmented according to: (i) 
customers with annual consumption between 0.1 and 2 GWh; (ii) customers with 
annual consumption between 2 and 10 GWh; an d (iii) customers with annual 
consumption above 10 GWh in view of their different consumption patterns. One 
competitor explained that while customers with consumption of between 0.1 and 2 
GWh still tended to “ act as a small business ”, customers in the 2 – 10 GWh bracket 
were “ more aware of the dynamics in the market ”, while those with a consumption 
above 10 GWh were “ highly professional customers, often with specialized 
employees or advisers involves in the purchasing process. Customers often involve 
severa l suppliers for tender process .”15 Another competitor noted that customers 
sourcing above 10 GWh electricity per year had “ more advanced sourcing strategies 
and a higher level of contractual and consumption awareness ”.16 
                                                 
11  Form  CO, paragraph 175.  
12  Form CO, paragraph 185.  
13  See reply to question 3 of questionnaire to customers.  
14  See reply to question 3 of questionnaire to competitors.  
15  See reply to question 4 of questionnaire to competitors.  
16  See reply to question 4 of  questionnaire to competitors.  
 
5 (16) The market investigation also provided indications that there could also be a separate 
market for electricity produced from renewable sources  (“green” electricity) , with a 
majority of both customers and competitors expressing this view.17 However, certain  
market participants considered that this should only be the case for “ green” 
electricity that is supplied through corporate power purchase agreements (“PPAs”).18 
Indeed, a majority of customers and competitors who replied to the market 
investigation noted that it was appropriate to disti nguish a separate market for the 
supply of “green” electricity through PPAs with the owner of renewable generation 
assets.19  For example, one competitor noted: “We do not find it appropriate to 
separate a market for green electricity as a "whole", but we f ind it appropriate to 
consider PPA's as a separate market. We experience that we have industrial 
customers who contact us directly in order to buy PPA products (not green energy, 
but PPA) .”20 
(17) A majority of competitors noted that the costs to start supplying  “green” electricity 
were low, although the costs for supplying “green” electricity through PPAs were 
deemed to be higher.21 For example, one competitor noted that: “ Offering "green" 
electricity from GoO's [Guarantees of Origins, “GoOs” ] is an affordable setup - both 
in the start up, risks and in the normal operation. The importance of long-term  deals 
with the customer is  limited. Offering "green" electricity through PPA's is a much 
larger setup involving several partners, investors and cu stomers and presume long-
term  relations. The supplier need "big muscles to enter into a PPA setup for the 
supply of “green” electricity to large industrial customers through PPAs .”22  
(18) Finally, a majority of both customers and competitors considered that lar ge industrial 
customers would be ready to pay a higher price for “green” electricity.23 For 
example, one large industrial customer noted that: “ We would be ready to pay a 
premium, as sustainability is high agenda and brings a lot of value to the company. 
The premium would from our point of view depend on multiple factors: PPA or 
GoO's, type of GoO's etc .”24 
(19) The Commission notes in fact that any supplier of electricity can supply as well 
“green” electricity by just buying the equivalent amount of GoOs, which would 
point to the existence of full supply -side substitutability. This would not be the case 
for the supply of green electricity via PPAs, as the supplier would need either to own 
a production asset or to have an agreement with the owner.25 
(20) However, for the  purposes of this decision, the exact product market definition can 
be left open as the proposed Transaction does not raise serious doubts as to its 
                                                 
17  See replies to question 5 of questionnaire to customers, s ee replies to question 5 of questionnaire to 
competitors.  
18  See replies to question 5 of questionnaire to competitors.  
19  See replies to question 6 of questionnai re to customers, s ee replies to question 7 of questionnaire to 
competitors.  
20  See reply to question 5 of questionnaire to competitors.  
21  See replies to questions 6 and 8 of questionnaire to competitors.  
22  See reply to question 6 of questionnaire to com petitors.  
23  See replies to question 7 of questionnaire to customers, s ee replies to question 9 of questionnaire to 
competitors.  
24  See reply to question 7 of questionnaire to customers.  
25  See replies to questions 6 -8 of questionnaire to competitors.  
 
6 compatibility with the internal market or the functioning of the EEA Agreement 
under any plausible market d efinition. The Commission will therefore analyse the 
effects of the proposed Transaction on the basis of separate product markets for: (i) 
the retail supply of electricity to all large industrial customers (ie. those with an 
annual consumption above 0.1 GW h); (ii) the retail supply of electricity to large 
industrial customers with annual consumption levels between 0.1 GWh and 2 GWh; 
(iii) the retail supply of electricity to large industrial customers with annual 
consumption levels between 2 GWh and 10 GWh; (iv) the retail supply of electricity 
to large industrial customers with annual consumption levels above 10 GWh and; (v) 
the retail supply of “green” electricity to large industrial customers through PPAs.   
4.1.2.  Geographic market  
(21) In its previous decisions, the  Commission has defined retail electricit y markets as 
national in scope26 but has also considered whether the market may be narrower than 
national.27 However, as regards the Nordics, it has also considered that there may be 
a wider, regional market for the r etail supply of electricity.28 
4.1.2.1.  The Notifying Party’s view  
(22) The Parties argue that the market is broader than national29 and should encompass at 
least the Nord Pool area, an electricity exchange operating across the Nordics, 
Baltics and other central and North ern European countries. They note that Energi 
Danmark is active across the Nordics i.e. Sweden, Norway and Finland, which are 
all part of Nord Pool. A number of foreign suppliers are also active in Denmark, 
such as Norsk Elkraft (Norway) and Vattenfall (Sw eden). The Parties note that the 
costs of access to Nord Pool are the same for all and that Danish wholesale 
electricity prices were the same as the other Nord Pool countries for around 50% of 
the year.  
4.1.2.2.  The Commission’s assessment  
(23) All of the competitors r eplying to the Commission’s market investigation confirmed 
that they were active in supplying electricity to large industrial customers in 
Denmark only, as opposed to two or more Nordic countries.30 A majority of 
competitors also indicated that the majority  of Danish suppliers retail ing electricity 
to large industrial customers were not active in other Nord Pool countries.31 A 
majority of customers replying to the Commission’s market investigation also 
indicated that their suppliers were also active throughou t Denmark, as opposed to 
two or more Nordic countries.32 A minority of customers indicated that their 
suppliers were active across two or more Nordic countries. One such customer 
                                                 
26  Case M.8660, FORTUM/UNIPER, paras 105 -106, M.9587 Engie/EDP Renovaveis/EDPR Offshore 
Espana paras 27 -28, M.8855 Otary/Eneco/Electrabel/JV paras 30 -31. 
27  M.9587 Engie/EDP Renovaveis/EDPR Offshore Espana para 27.  
28  Case M.8660, FORTUM/UNIPER, paras 105 -106. 
29  Form CO, paragraph 190 and 195.  
30  See replies to question 10 of questionnaire to competitors.  
31  See replies to question 12 of questionnaire to competitors . 
32  See replies to question 8 of questionnaire to c ustomers.  
 
7 provided the examples of Vattenfall and Energi Danmark who were active in 
supplying their Danish and Swedish sites.33  
(24) Overall, a significant majority of both customers and competitors considered that in 
light of the similarities in the suppliers of the market and in pricing, that the market 
for the retail supply of electricity to la rge industrial customers was national in scope.  
(25) The Commission considers that the geographic scope of the market is most likely 
national. However, for the purposes of this decision, the exact geographic market 
definition can be left open as to whether it is national or wider than national e.g. 
extending to other Nordic countries, as the proposed Transaction does not raise 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement under any plausible market defin ition.  
4.2. Retail sale of natural gas to large industrial customers  
(26) The Commission has consistently found a separate relevant product market for the 
retail sale of gas. In the most recent decisions, the Commission considered a further 
segmentation into (i) th e supply of gas to gas -fired power plants, (ii) the supply of 
gas to large industrial customers, (iii) the supply of gas to small industrial and 
commercial customers, and (iv) the supply of gas to household customers with 
reference to various past cases, w here various delineations between the segments 
were considered.34  
(27) Regarding the geographical scope of the market, the Commission has generally held 
that the geographic markets for gas supply were national in scope, whilst also 
considering a regional scope in a few older cases.35  
(28) The Notifying Party argues that for the purposes of the Transaction, the market 
definition can be left open. The Commission agrees that for the purposes of this 
decision, the exact market definition can be left open as the proposed Transaction 
does not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement under any plausible market definition.  
5. MARKE T DE FINITION RE LE VANT FOR  VE RTICAL ANALYSIS  
5.1. Generation and wholesale supply of electricity  
(29) The Commission has consistently found a relevant market for the generation and 
wholesale supply of electricity, which comprises electricity generated in power 
stations, traded on the wholesale market (through bilateral agreements, regulated 
market places, and power exchanges) as well as electricity physically imported via 
interconnectors.36  
                                                 
33  See replies to question 8 of  questionnaire to c ustomers.  
34  Case M.6984, EPH/Stredoslovenska Energetika, para 27.  
35  Case M.6984, EPH/Stredoslovenska Energetika, para 27.  
36  Case M.7927, EPH/ENEL/SE, paras 9 -12. Case M.8660, FORTUM/UNIPER, para 21.  
 
8 (30) The Commission has found that the geographic market is not narrower than national 
and considered, with regard to the Nordic countries, whether the relevant g eographic 
market is wider than national. The exact delineation was left open .37 
(31) The Commission considers that for the purposes of this decision, the exact market 
definition can be left open as the proposed Transaction does not raise serious doubts 
as to its  compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible market definition.  
5.2. Financial trading of electricity  
(32) The Commission has found that the financial trading of electricity constitutes a 
relevant product market , separate from the generation and wholesale supply of 
electricity.38  
(33) The Commission has considered the market for financial trading of electricity to be 
global or at least EEA -wide, and in relation to the Nord Pool area, comprising at 
least the Nord Pool region.39  
(34) The Commission considers that for the purposes of this decision, the exact market 
definition can be left open as the proposed Transaction does not raise serious doubts 
as to its compatibility with the internal market or the functioning of the EEA  
Agreement under any plausible market definition.  
5.3. Distribution of electricity  
(35) In previous cases, the Commission has identified two separate markets for the 
transportation of electricity: transmission and distribution. In relation to distribution 
networks, the Commission has found the operation and management of lower 
voltage (distribution) networks to be a relevant product market. The Commission has 
previously considered the relevant geographic market for the operation of electricity 
distribution networks t o be limited to the geographic area of the network in question 
(grid wide scope), with each grid constituting a relevant geographic market .40 
(36) The Commission considers that for the purposes of this decision, the exact market 
definition can be left open as th e proposed Transaction does not raise serious doubts 
as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible market definition.  
5.4. Certificates trading  
(37) The Commission has previously found that a separate re levant market exists for the 
trading of CO2 allowances, which possibly also includes Certified Emission 
Reductions (CER credits). In addition, the Commission has found that trading of 
GoOs form a distinct market.41  
                                                 
37  Case M.7927, EPH/ENEL/SE, para 3 4. 
38  Case M.8660, FORTUM/UNIPER, paras 37 -48. 
39  Case M.8660, FORTUM/UNIPER, paras 49 -52. 
40  Case M.8870 E.ON/Innogy, paras 41 -43, 46  
41  Case M.8660, FORTUM/UNIPER, paras 107 -115. 
 
9 (38) Regarding the geographical scope of the m arkets, the Commission has considered 
that it comprises the geographical area covered by the relevant regulation.42 
(39) The Commission considers that for the purposes of this decision, the exact market 
definition can be left open as the proposed Transaction doe s not raise serious doubts 
as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible market definition.  
5.5. Balancing power/ancillary services  
(40) The Commission has previously taken the view that a separate produ ct market exists 
for balancing power and ancillary services. Also, the Commission has considered a 
further segmentation based on the type of regulation of the balancing service, 
however the segmentation has been left open.43 
(41) The Commission has previously co nsidered the market to be at most national but 
potentially limited to the relevant Transmission System Operator ’s (“TSO ”) control 
area (which is national in Denmark) or regional.44 
(42) The Commission considers that for the purposes of this decision, the exact m arket 
definition can be left open as the proposed Transaction does not raise serious doubts 
as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible market definition.  
5.6. E-mobility services  
(43) In its early dec isions considering e -mobility services, the Commission had 
considered (i) a broad market for the provision of e -mobility solutions and (ii) a 
market for the manufacturing, supply and installation of charging infrastructure for 
e-mobility solutions.45 In a more recent decision, the Commission considered 
whether the market for installation and operation of public electric vehicle (“EV”) 
charging stations may be further segmented. In that case, the Commission 
considered that the instal lation and operatio n of public EV charging s tations on -
motorways and off -motorways should be considered as separate product markets.46 
As regards the geographic market defin ition, the Commission left open whether  the 
relevant geographic market definition was local or national  with local elements of 
competition.47  
(44) The Commission considers that for the purposes of this decision, the exact market 
definition can be left open as the proposed Transaction does not raise serious doubts 
as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible market definition.  
                                                 
42  Case M.8660, FORTUM/UNIPER, paras 116 -121. 
43  Case M.8660, FORTUM/UNIPER , paras 69 -78, Case M.7927, EPH/ENEL/SE, paras 24 -27. 
44  Case M.7927, EPH/ENEL/SE, para 37.  
45  See M.6441,Verbund/Siemens/E -mobility Provider Austria.  
46  Case M.8870 E.ON/Innogy, para 190.  
47  Case M.8870 E.ON/Innogy, para 200.  
 
10 6. COMPE TITIVE ASSE SSME N T 
6.1. Introduction  
(45) The Transaction gives rise to horizontally affected markets in the (i) retail supply of 
electricity to large industrial customers in Denmark , and in the (ii) retail supply of 
gas to large industrial customers in Denmark.  
(46) Moreover, the given the vertical links between the Parties, the Transaction gives rise 
to the following vertically affected markets:  
i. electricity generation and wholesale sup ply market, where both Andel and 
Energi Danmark  are active (upstream), and retail supply of electricity to large 
industrial customers, where both Parties are also present (downstream);  
ii. electricity generation and wholesale supply market (upstream), and the  e-
mobility services market, where Andel is present (downstream);  
iii. balancing power and ancillary services market, where Energi Danmark  is 
active (upstream), and retail supply of electricity to large industrial customers 
(downstream);  
iv. distribution of elect ricity, where Andel is active (upstream), and retail supply 
of electricity to large industrial customers (downstream);  
v. certificates trading, where Energi Danmark  is present (upstream), and retail 
supply of electricity to large industrial customers (downst ream); and  
vi. financial trading of electricity, where Energi Danmark  is present (upstream), 
and retail supply of electricity to large industrial customers (downstream).  
6.2. Horizontal  non-coordinated effects  
(47) The Transaction gives rise to affected markets in the retail supply of (i) electricity 
and (ii) gas to large industrial customers in Denmark .  
6.2.1.  Retail supply of electricity  to large industrial customers in Denmark  
6.2.1.1.  The Notifying Party’s views  
(48) The Notifying Party submit s that the Transaction raises no c ompetition concerns in 
relation to the market for the retail supply of electricity to large industrial customers 
in Denmark because ( a) competitors exert significant competitive pressure , (b) entry 
barriers are low and suppliers have and will enter the market , (c) customers ’ 
switching costs are low , (d) customer mobility is increasing , (e) there are no capacity 
constraints concerning electricity purchases , and (f) there is buyer power among 
large industrial custo mers.48 
                                                 
48  Form CO, paragraphs 260 onwards.  







 
18 share of [20-30]%) and PoDs ( [5-10]%), whereas their shares among the medium 
customers would be roughly in line with those for the overall market ( [30-40]% in 
terms of volume, [10-20]% in PoDs). However for the larger customers, i.e. those 
with annual consumption levels of more than 10GWH, which represent [50-60]% of 
the overall market , although the combined share would be higher ( [40-50]% in terms 
of volume, [20-30]% in PoDs), Andel’s presence is minor ( [5-10]% in sales, [0-5]% 
in PoDs), Energi Danmark  appears to have lost a significant amount of sales in the 
last three years, and the Parties’ competitors seem to have captured all the growth of 
the market in the same period.   
(B) The Parti es are not close competitors  
(63) The information provided by the Parties and obtained by the Commission during the 
market investigation suggests that the Parties are not close  competitors.  
(64) First, the Parties focus their businesses on different categories  of customers. Whereas 
the core of Energi Danmark ’s business seems to be  mostly on large and in particular 
on those with consumption levels above 10 GW/h , Andel ’s activity with regards to 
those customers appears to be very limited . As can be seen in Table 1 and Table 2, 
the difference between market sha res by volume and by PoD is considerably larger 
for Energi Danmark than for Andel. This suggests that customers supplied by Energi 
Danmark are , on average,  significantly larger than those supplied by Andel . Second, 
Energi Danmark’s share in the segment of customers with annual consumption 
levels above 10 GWh is significantly higher than in the other segments  ([30-40]% 
versus [20-30]% and [10-20]%) and it s sales to these customers represent almost 
[…]% of its total sales to large industrial customers; by contrast, Andel’s presence in 
that same segment is minor ( [5-10]% share) and the sales to these customers 
represent only […]% of its total sales to large industrial customers .  
(65) The replies to the marke t investigation support that Parties target mostly different 
types of customers. O ne broker said that “ both Parties barely meet in tenders. 
Energi Danmark and Andel in general still supply different kind of customers, 
Energi Danmark mainly targets large an d more international players while Andel, 
while now also supplying large customers, mainly focuses in smaller customers ”53 
and that “ the prices offered [by Energi Denmark] became too high in relation to 
those of other suppliers ”. Another broker indicated th at “already before the 
transaction there was limited competition between both .”54 Moreover, a customer 
indicated that “ Energi Danmark and Andel are not in the same business. While 
Andel operates the grid and supplies small customers and consumers, Energi 
Danmark focuses on larger customers .” This customer “ doesn’t see Andel as one of 
its potential suppliers as they couldn’t supply for Nordics .”55 Moreover, a large 
competitor indicated that “ Energi Danmark  focuses on customers with a 
consumption above 5 Gw/h  and is specifically performant for very large customers 
with a consumption above 10 GWh . Conversely, most of Andel ’s sales are to small  
and middle segment customers .”56 Another large competitor said that “ Energi 
Danmark is focused on large business custome rs. […] Conversely, Andel is very 
                                                 
53  See minutes of a conference call with a broker, 25 August 2021.  
54  See minutes of a conference call with a broker, 26 August 2021.  
55  See minutes of a conference call with a customer, 9 June 2021.  
56  See replies to question 23.1 of questionnaire to competitors.  
 
19 active in the segment for small and medium customers and only has a few large 
customers ”.57  
(66) Second, a nother element pointing to the Parties not being close competitors is the 
tender data  provided by the Parties. Andel and Energi Danmark seem to have 
competed  in very few tenders  in the last 2 -3 years  due to Energi Danmark’s 
decreasing participation  in tenders over the last years.58 Moreover, among all the 
customers who replied to the market investigation, four indic ated that they 
considered both Parties as electricity suppliers in the last contract. Seven considered 
only one of the Parties.59  
(67) Third,  the replies to the market test suggest that, in general, market players do not 
perceive the Parties as being close comp etitors. O nly one customer indicated that the 
Parties are particularly close competitors.60 The vast majority of customers and 
competitors indicated that Norlys and Ørsted are closer competitors of the Parties 
than the Parties are  to each other.  For instanc e, one large c ompetitor  said that “ Andel 
and Energi Danmark does not differ more from each other than other suppliers on 
the market ”.61 
(68) Fourth, the switching estimates provided by the Parties indicate  that out of all the 
contracts lost by Andel in 2020 only […] was lost to Energi Danmark , yielding an 
approximate diversion ratio of [0-5]%, which is considerably lower than the ratio 
towards other competitors (EWII [50-60]%, Jysk Energi, [10-20]%, Orsted [10-
20]%, Scanenergi [5-10]%). In 2018 and 2019, […]. In 2020 , Energi Danmark lost 
[20-30]% of its contracts to Andel . Although this percentage is not low, it is still 
considerably less than the proportion of contracts lost to Norlys ( [30-40]%), and in 
any case Energi Danmark underlines that it is not aware of the beneficiary of most of 
its lost contracts. In any case, Energi Danmark submits that it is not aware that 
[…].62  
(C) Existence of alternative suppliers  
(69) There are a number of credible alternative suppliers that will remain in the market, 
such as Norlys, Ørsted, Vattenfall, Jysk Energi, Danske Commodities, NRGi  and 
EnergiFyn.63 The majority of customers who replied to the market investigation 
indicated that there would be sufficient alternative suppl iers to turn to once their 
current contracts expire. Only two customers indicated that there would be no 
sufficient alternatives, one of them submitting that for the last contract it only 
received “ offers from 5 suppliers” .64 For instance , a large customer indicated that 
“there are still a number of alternative suppliers and so there will continue to be 
                                                 
57  See minutes of a conference call with a customer, 11 June 2021.  
58  The reason is that, in Energi Danmark’s view, tenders are overly focused on price with little room for 
other parameters. […]. With tenders, Energi Danmark c annot just price the customers afterward, as they 
are not in contact with the customer. This is handled by the consultants, who have agreed with the 
customer that all communication goes through the consultant. Energi Danmark submits that it is not 
interest ed in that. See reply to RFI 4.  
59  See replies to question 16 of questionnaire to customers.  
60  See replies to question 20 of questionnaire to customers.  
61  See replies to question 20 of questionnaire to customers and question 23.1 of questionnaire to competitors.  
62  See reply to RFI 2 and RFI 4.  
63  See replies to question 28.1 of questionnaire to customers.  
64  See replies to question 28 of questionnaire to customers.  
 
20 competition ”.65 During the market investigation, a broker indicated that it currently 
receives three to five offers in each tender, and that it received eight  to ten offers 
some years ago.66 Moreover, all the competitors who replied to the market 
investigation confirmed  that there would be sufficient alternative suppliers for 
customers to turn to in case the combined entity increased prices or provided their 
service at significantly worse conditions. A number of alternative suppliers were 
mentioned by competitors , and one of them  indicated that “ [f]or most customers 
their products are relatively standardized, therefore customers should not have any 
difficulties f inding an alternative supplier .”67 
(70) The tender data provided by the Parties shows that in 2020 Andel and Energi 
Danmark won […]% and […]% of the tenders in which they participat ed, 
respectively.  This, coupled with the fact that the Parties barely met in tenders in 
2020, indicates that a significant proportion of tenders in which the Parties 
participated were available for other suppliers.  
(71) Electricity being a very homogeneous product, suppliers can not differentiate 
themselves easily. In this regard, during the market investigation a broker indicated 
that there are no “ particular advantages by Andel or Energi Danmark. Simply, being 
larger companies, they can in general offer more flexibility as regar ds payment 
terms. […] all ma jor suppliers offer more or less the same service .”68 A customer 
also submitted that “ the margins of electricity suppliers are rather thin and the 
mark -ups and services offered are therefore very close ”69 and another one mentioned  
that this “ partly explains why there is a strong competitive pressure in the electricity 
retail market ”.70 In fact, the market investigation revealed that the most important 
factors for large industrial customers to choose electricity supplier are price, 
payment terms and quality/reliability.71 This is consistent with competitors’ 
perception that margins are low . Competitors said that “ [t]he margins from the 
supplier has decreased. The competition is strong ” and that “ [t]he market is highly 
liberalized and c haracterized by a high level of competition. Generally, margins 
within the segment of larger industrial customers are low .”72 Moreover, during the 
market investigation a broker indicated that in recent years suppliers have been 
“leaving the tenders, arguing  that with the tenders it is not possible to sustain any 
reasonable margin ” and gave a concrete example of an electricity supplier who 
“changed strategy and stopped participating in tenders, arguing that the margins 
are too low ”.73 Another broker mentioned that “ Energi Danmark  has been 
withdrawing from tenders since there is too much competition and, when brokers are 
involved, margins are too small ”.74 
                                                 
65  See minutes of a conference call with a customer, 6 July 2021.  
66  See minutes of a conference call with a broker, 26 August 2021.  
67  See replies to question 33 of questionnaire to competitors.  
68  See minutes of a conference call with a broker, 26 August 2021.  
69  See minutes of a conference call with a customer, 9 June 2021.  
70  See minute s of a conference call with a customer, 27 May 2021.  
71  See replies to question 13 of questionnaire to customers and question 17 of questionnaire to competitors.  
72  See replies to question 31.1 of questionnaire to competitors.  
73  See minutes of a conferenc e call with a broker, 25 August 2021.  
74  See minutes of a conference call with a broker, 26 August 2021.  
 
21 (72) The tender data provided by the Parties shows that contracts are normally concluded 
for a duration of one to  three years.75 The vast majority of respondents to the market 
investigation confirmed this .76 Although the majority of customers have not 
switched electricity supplier in the last five years,77 the vast majority of customers 
and all the competitors who repli ed to the market investigation indicated that it is not 
particularly costly to switch electricity supplier in Denmark and that there are no 
other barriers that would discourage customers from switching supplier.78 For 
instance, a customer submitted that “ there are no barriers to switch from one 
electricity supplier to another, once the contract has ended ”.79 
(73) Moreover, the Parties’ market shares are not indicative of their market power  and 
may differ significantly depending on the contracts won . For instance, Energi 
Danmark does not have a large number of customers, […]. […].80 Moreover, during 
the market investigation a broker mentioned that Energi Danmark has lost many 
contracts due to its high prices.  
(D) Absence of barriers to expand  
(74) Moreover, all the competitor s who replied to the market investigation confirmed that 
they would be able to react in the short term by increasing their purchases of 
electricity and start selling the customers that want to switch away from the Parties.81 
For instance, a competitor indicated that “ there are no capacity constrains to supply 
more and larger customers. This only requires to invest in qualified workers and 
systems. In a nutshell, going from small or large customer is not so much technically 
difficult but requires a chang e of strategy .”82 
(75) Furthermore , there is regulation in place to ensure that distribution of electricity to 
end-customers is conducted under non -discriminatory terms in the electricity 
network.83 In these circumstances, it seems that smaller competitors of the  Parties do 
not face significant obstacles to grow.  
(E) Retail supply of “green” electricity to large industrial customers via PPAs  
(76) The Commission has also analysed the impact of the Transaction in a hypothetical  
narrower market including only the supply of “ green” electricity to large industrial 
customers through PPAs.  Also in this narrower market, the Transaction would not 
raise serious doubts as to its compatibility with the internal market.  
(77) The Notifying Party submits that there seems to be in the market a n increasing 
interest on the side of certain large industrial customers to sign long -term (up to five 
                                                 
75  See reply to question 10 (iv) of RFI 2.  
76  Half of the customers indicated that the duration of the contracts range from one to two years, whereas 
38% said that this was between three to four years. Five competitors replied one to two years and only two 
competitors indicated three to four years. See replies to question 26 of questionnaire to customers and 
question 30 of questionnaire to competitors.  
77  See replies to question 29 of questionnaire to customers.  
78  See replies to question 30 of questionnaire to customers and question 35 of questionnaire to competitors.  
79  See minutes of a conference call with a customer, 27 May 2021.  
80  See reply to RFI 4 . 
81  See replies to question 34 of questionnaire to competitors.  
82  See minutes of a conference call with a customer, 11 June 2021.  
83  See, inter alia, Sections 20 and 73 of the Danish Act on Electricty Supply.  
 
22 or even 10 years) PPAs with producers of “green” electricity. Whereas GoOs can be 
exchanged in the market and can be attached to any electricity supply co ntract, the 
PPA is specific in that it is linked to the actual production of a specific generation 
asset.84 By entering into a PPA, customers are ready to assume a general price risk 
instead of paying the price of the GoOs.85 The Parties submit that these co ntracts are 
relatively new in the market.86 They expect a general decline in the prices of GoOs 
and that the interest of consumers will gradually shift towards mechanisms such as 
PPAs which incorporate the “green” element into the price of electricity.87  
(78) Suppliers can either sign a PPA asset owner (the producer of “green” electricity) to 
then resell that electricity to the industrial customer, or as mere intermediary of a 
direct contractual relationship between the asset owner and the industrial customer.88 
(79) The Notifying Party excludes any competition concerns in this segment of the 
market, since neither Energi Danmark  nor Andel are customers or producers (except 
for Andel’s participation in Rødsand 2, with a very limited production). Moreover, 
according to the Notifying Party, there are several producers in the market capable of 
supplying PPA agreements. All existing and new production capacity of renewable 
energy assets is in theory available for PPAs89 and all producers like Ørsted, 
Vattenfall, Better Energ y, or European Energy can offer a PPA to industrial 
customers.90 
(80) Energi Danmark  currently only delivers electricity under a PPA agreement with 
[customer] .91 This constitutes a negligible share of the total production in Denmark 
in 2020 (29 165 GWh). Energi Danmark  does not have information as to the total 
capacity currently under PPAs and therefore, of what its share of this capacity would 
be.92 In any case, irrespective of the exact market share of Energi Danmark  in a 
hypothetical market segment of PPAs, the Transaction would not give rise to any 
horizontal overlap, as Andel has not entered into any of these agreements.93 
                                                 
84  Form CO, paragraph 185.  
85  Form CO, paragraph 186. Since at the moment of the signing of the PPA – usually for long periods of 5 -
10 years – it is uncertain how the electricity price will evolve in the long and very long term.  
86  Ørsted (former DONG) was, according to the Notifying Pa rty, the first market participant offering PPAs, 
then labeled ‘climate partnerships’ and for a long time, it was the only market participant offering such 
products (Form CO, paragraph 523). The novelty of these agreements has been confirmed by a broker 
[Nordisk Energipartner/Kinect], who has explained that the PPAs have started to emerge in the last years 
because they is seen as more “green” and local product, conferring direct access to the producer (see 
minutes of the call of 26  August 2021).  
87  Form CO,  paragraph 187.  
88  Form CO, paragraph 413.  
89  Some customers seem to value the “additionality”, i.e. contributing to adding a new green electricity 
production asset into the market (Form CO, paragraph 520).  
90  Form CO, paragraphs 340 -341. 
91  [In terms of future deliveries, Energi Denmark ” […]. Energi Denmark has also signed a (direct) contract 
[…]. At the time of the notification Energi Danmark was expecting to sign other agreements with asset 
owners of approximately […]. In total, Energi Danmark has curre ntly contracted […] under PPAs and is 
about to contract an additional […] – all for future deliveries (Form CO, paragraphs 527 and 528)]. . 
92  However, it has provided examples of three other PPAs entered into by competitors amounting to a total 
of 227.7 MW , constituting approximately 3.8% of the available wind capacity.  
93  Form CO, paragraph 337.  
 
23 (81) All producers of renewable electricity consulted in the market investigation 
confirmed to have entered into PPAs with retail suppliers or end  customers94, and all 
except one indicated that there are no major economic or regulatory obstacles or 
barriers for the owner of a generation asset to enter into PPAs with retail suppliers or 
with end -customers for the supply of “green” or renewable energy.95 And while a 
slight majority were of the view that there is currently no sufficient installed capacity 
in Denmark to satisfy the demand of PPAs for the supply of “green” or renewable 
energy, one producer indicated that demand is increasing but that “at th e moment it 
looks like there is enough supply” and other indicated that new generation would 
need to be developed to meet this demand rising demand.96 
(82) Finally, all competitors and customers that expressed a view confirmed that there 
are, besides Energi Danm ark, other suppliers that can supply “green” electricity 
backed by PPAs with owners of renewable assets and were capable of identifying 
several suppliers. One competitor indicated that the following suppliers could 
provide PPAs: Danske Commodites, Centrica , Energy Trading, Norlys, Midtjysk 
Elhandel, Ørsted, NRGi Better Energy and European Energy (the last two, possibly 
through partners).97  
(F) Conclusion  on non -coordinated horizontal effects in the markets of retail 
supply of electricity for large industrial cu stomers  
(83) In conclusion, the Transaction is unlikely to raise any competition concerns in the 
retail supply of electricity to large industrial customers, regardless of whether the 
product market is defined as including all industrial customers with annual 
consumption above 0.1 GWh or different markets are defined according to the size 
(consumption) of the customers (customers with annual consumption between 0.1 
and 2 GWh/between 2 and 10 GW/above 10  GWh). This is due to the following 
reasons: (i) the Parties’  combined share s do not exceed 40% neither in the overall 
market nor for the different customer size categories (except in the category of 
customers with annual consumption above 10GWh, but in that category the share 
increment is limited and Energi Danmark ’s share has decreased significantly in the 
last years) ; (ii) the Parties appear not to be close competitors ; (iii) there are a number 
of credible alternative suppliers that will remain in the market ; (iv) there are no 
major obstacles for customer to switc h supplier ; and (v) there are no barriers for 
competitors to expand production in case the Parties were to increase prices post -
Transaction. As regards the retail supply of “green” electricity to large industrial 
customers via PPAs, the Parties’ activities  do not overlap and there are other 
alternative suppliers in the market.  
                                                 
94  See replies to question 4 of questionnaire to generators.  
95  See replies to question 5 of questionnaire to generators.  
96  See replies to question 6 of questionn aire to generators.  
97  See replies to question 23 of questionnaire to customers, s ee replies to question 27 of questionnaire to 
competitors.  

 
25 (88) Energi Danmark  submits that it no longer offers natural gas to consumers and is thus 
no longer active on the market. […].99 While Energi Danmark  maintains that there 
are no internal documents where the decision to withdraw from this market is 
reflected,100 it seems consistent, both with the evolution of its sales and market 
presence in the last three years , with the figures provided of active custom ers,101 and 
also with the perception of other market participants. In particular, the majority of 
the customers that expressed a view in the market investigation indicated that they 
do not perceive Energi Danmark  as a current or potential supplier of gas.102 
(89) In any case, the majority of market participants have expressed their view that (i)  the 
Parties are not particularly close competitors in this market,103 (ii) that they do not 
have any competitive advantage in the supply of gas,104 (iii) that there are alternat ive 
suppliers to the Parties,105 and (iv) that the Transaction is unlikely to lead to an 
increase in gas prices in the retail supply to large industrial customers.106  
(90) In view of the above, the Commission considers unlikely that the Transaction may 
give rise t o any horizontal effects in the retail supply of gas to large industrial 
customers.  
6.3. VE RTICAL E FFE CTS  
(91) There are  other potential vertical links identified by the Parties  which give rise to the 
following vertically affected markets, which are analysed in this  Section .  
6.3.1.  Generation and wholesale supply of electricity (upstream) and retail supply of 
electricity to large industrial customers  (downstream)  
(92) Andel has a very limited presence in generation and wholesale supply through a 
windfarm it jointly controls and a self -standing single wind turbine, with an overall 
share of approximately [0-5]% of the market in Denmark in terms of production  in 
2020 .107 Energi Danmark  does not own production facilities, but it buys electrici ty at 
the exchanges (Nord Pool, EPEX) and sell s to other electricity retailers 
(“downstream wholesale”) or to their own large industrial customers (retail sale).108 
These downstream sales represent a share in terms of production in 2020 of 
approximately [10-20]% of the total production of the generation and wholesale 
supply market in Denmark and [10-20]% of the total consumption. Therefore, the 
                                                 
99  […]. 
100  […]. 
101  See footnote 100. 
102  See replies to question 35 of questionnaire to customers . As to competitors, two of the five that expressed 
a view were of the same opinion (see replies to question 45 of questionnaire to competitors).  
103  See replies to question 36 of questionnaire to customers . 
104  See replies to question 37 of questionnaire to customers . 
105  See replies to question 38 of questionnaire to customers, s ee replies  to question 48 of questionnaire to 
competitors.  
106  See replies to question 42 of questionnaire to customers, s ee replies to question 51 of questionnaire to 
competitors.  
107  Form CO, paragraphs 114 and following.  
108  Form CO, paragraphs 120.  
 
26 Parties’ combined share would be between [10-20]% (in terms of production) and 
[10-20]% (in terms of consumption) .109 
(93) The Commission considers that it is unlikely that the Transaction may give rise to 
any customer or input foreclosure , for the following reasons.    
(94) First of all, because Andel already purchases […] its electricity supplies from Energi 
Danmark, the Transacti on cannot give rise to […] customer foreclosure.  
(95) Second , as regards input foreclosure, the Parties do not appear to have the ability to 
restrict to downstream rivals access to electricity. In the first place , the combined 
entity’s share post -Transaction will be limited, so it cannot be assumed to have a 
significant degree of market power in the upstream market. In the second place , there 
are sufficient alternative suppliers upstream110 and since electricity is a 
homogeneous product it cannot be said that any of these alternative suppliers are less 
efficient than the Parties  in any meaningful way . In the third place , the electricity 
sold by Energi Danmark  is traded on the Nord Pool exchange, so Energi Danmark  is 
not in a position to set or influence its price , and the market investigation has not 
revealed any relevant barriers or significant costs for retailers to switch electricity 
supplier . In the fourth place , other competitors of the Parties in the downstream 
market are also vertically integrated .111 .  
(96) Third , and m ost importantly,  Andel already purchases […] its electricity supplies via 
Energi Danmark – and according to the Notifying Party […] –112 and the electricity 
purchased by Andel from Energi Danmark  already represents […]% of the total sales 
of Energi Danmark  in the generation and whol esale market in Denmark.113 In other 
words, the Parties already are highly integrated from  a commercial point of view. 
This means that , even if the Parties had the ability to put in place a strategy to restrict 
access to their competitors , such a strategy would not have any meaningful effects 
neither on the volume of electricity – as it would equate to withdrawing from the 
market a […]% of Energi Danmark ’s total sales in t he market, i.e. approximately a 
[0-5]% of the total consumption in the Danish market  – nor on its price  and, given 
these very limited effects, the Parties would have no meaningful incentive fo r 
engaging  in such a strategy . 
(97) Fourth, the replies to the market  investigation seem to support these conclusion s. A 
majority of producers of electricity replied that the Parties would no t have, post -
Transaction, the ability and incentive to restrict o r limit their access to a customer 
base for the whol esale supply of e lectricity.114 One generator which is also vertically 
integrated [Ørsted] indicated that, although the combined entity will have a relevant 
market position in the downstream market and a strong product line, the Transaction 
would not change the situation as Andel and En ergi Danmark  were already “working 
together ”.115 Moreover, w hile t he Parties’ competitors’ in the downstream market 
                                                 
109  Form CO, par agraphs 127.  
110  Such as Ørsted, Vattenfall, Aalborg Energi, HOFOR and Fjernvarme Fyn . 
111  According to the Notifying Party, this includes the Parties’ main competitor in the retail supply to large 
industrial customers, Ørsted, and a new entrant (Vattenfall)  (Form CO, paragraph 431).  
112  Form CO, paragraph 76.  
113  Reply to question 3.2 of RFI 5.  
114  See replies to question 12 of questionnaire to generators.  
115  See replies to question 13 of questionnaire to generators  
 
27 were divided as to whether Energi Danmark  had a competitive advantage in the retail 
supply of electricity to large industrial customers result ing from its role as 
wholesaler of electricity or balancing responsible party,116 none of them considered 
that the Parties had the ability and/or the incenti ve to restrict or limit their access to 
the purchase of electricity.117 Finally, none of the respondent s to the market 
investigation considered that the Transaction could lead to an increase of prices in 
the generation and wholesale market in electricity, nor in the retail supply of 
electricity.118  
(98) In view of the above, the Commission takes the view that it is unlikely that the 
Transaction may give rise to any foreclosure effects in the vertical relationship 
between generation and wholesale supply of electricity and retail supply of 
electricity to large industrial customers.  
6.3.2.  Generation and wholesale supply of  electricity (upstream) and e -mobility services 
(downstream)  
(99) Andel controls Clever A/S (‘Clever’), an entity active in e -mobility services, 
installing and operating charging stations for electric vehicles in Denmark in public 
locations and also offering ch arging stations to households and businesses.119 This 
market would therefore be downstream from the market for the generation and 
wholesale supply of electricity in Denmark, where both Andel and Energi Danmark  
are present.  
(100)  The Notifying Party estimates Clev er’s market shares, based on the nu mber of 
available charging points, to be around [40-50]%.120  
(101)  Despite this relatively high share, Commission considers unlikely that the 
Transaction may lead to any vertical effects.  
(102)  As already mentioned in paragraph (94), input foreclosure is unlikely due to the 
Parties’ relatively low combined share in the generation and whol esale supply 
market  and to the small increment resu lting from the Transaction . Moreov er, there 
are a number of other competitors available  and it does no t result from the market 
investigation that there are a ny relevant costs or barriers to switch supplier. Finally,  
as the Notif ying Party submits, final customers always have the option of charging 
their car at home, whereby the customer’s own electricity supplier delivers the 
power.121  
(103)  Customer foreclosure is  also implausible for several reasons. First, there are 
alternative suppliers in the downstream market , account ing for almost [60-70]% of 
the market. Second, e -mobility experiences are expected to experi ence a sig nificant 
                                                 
116  See replies to question 41 of questionnaire to competitors. The advantages indicated were a deep 
knowledge of the market or direct access from wholesale to the final customer, thus eliminating the 
retailer.  
117  See replies to question 42, 52 of questionnaire to competitors.  
118  See replies to question 14 of questionnaire to generators . The vast majority in fact replied that prices will 
remain essentially at the same level.  
119  Form CO, paragraphs 14 and 70.  
120  Reply by Andel to question 4 of RFI 5.  
121  Reply by Andel to question 4 of RFI 5.  
 
28 growth in the following years, which will incentivise new entry and expansion of the 
current players, thus making any customer for eclosure strategy ineffective. And 
third, and most important, e -mobility players represent only a negligible fraction of 
the demand of electricity, which means that even if the combined entity had the 
ability and incentive to foreclose e-mobil ity customers, electricity suppliers would 
have a wi de array of other alternative customers available, from essentially any 
economic sector.  
(104)  In view of the above, the Commission takes the view that it is unlikely that the 
Transaction may give rise to any foreclosure effects with respect to the vertical 
relationship between generation and wholesale supply of electricity and e -mobility 
services.  
6.3.3.  Balancing power services (upstream) and retail supply of electricity to large 
industrial customers (downstream)  
(105)  Energi Danmark is a balance responsible party in Denmar k in terms of production, 
trade, and consumption . Andel currently has a portfolio agreement with Energi 
Danmark to secure continuous supply and balancing of physical electricity for the 
retail consumers’ continuous consumption of electricity.122 That means that, on a 
daily basis, Energi Danmark prepares a consumption forecast and submits it to the 
TSO , Energinet. Energi Danmark, as balancing responsible party for Andel, is 
financially liable towards Energinet in terms of any imbalances between ex pected 
and actual consumption during the day. Any such imbalances are covered by the 
capacity reserves procured by Energinet.  
(106)  Energi Danmark ’s presence in the balancing market is moderate or low. I ts share for 
sale of the overall balancing power in Denmark  is estimated to be less than 10%. 
Taking into account the hourly reserves , Energi Danmark ’s share would be [0-5]% in 
FCR (primary reserve) and [10-20]% in mFRR (tertiary or manual reserve) .123  
(107)  Balancing services provided by Energi Danmark to Andel – and po tentially to other 
retailers – are associated to the supply of physical electricity . Therefore, for the same 
reasons applicable to the vertical link between generation and wholesale supply and 
retail supply to large industrial customers, the Commission con siders any vertical 
effects resulting from Energi Danmark ’s activity as balance responsible party to be 
unlikely.  
                                                 
122  Form CO, paragraphs 151 -152. 
123  Reply to question 1.4 of RFI 5. Energi Danmark is not present in the secondary reserve (aFRR) and there 
are no non -hourly reserves (FADR and PLR) in Denmark according to the Part ies. These shares represent 
sales to the TSO, Energinet, to maintain the frequency of the electricity grid. Andel does not purchase 
FCR or mFRR reserves from Energi Danmark, only Energinet does so. But as explained in paragraph 
[…], Energi Danmark is finan cially liable towards Energinet in terms of any imbalances between expected 
and actual consumption during the day and any such imbalances are covered by the capacity reserves 
procured by Energinet.  
 
29 (108)  First of all, as regards customer foreclosure, Andel already purchases […] balancing 
services from Energi Danmark, which means that the Trans action cannot give rise to 
[…] customer foreclosure.124 
(109)  Second , as regards input foreclosure, Energi Danmark ’s share post -Transaction is 
moderate or even low, so it cannot be assumed to have a significant degree of market 
power in the upstream market. Second , there are other alternative providers of 
balancing services125 and it does not result from the market investigation that Energi 
Danmark  has any particular competitive advantage in the provision of this service , 
that other providers may be less efficient  or that there are significant barriers or costs 
to switch service provider . Therefore, the parties do not appear to have post -
Transaction the ability to limit to downstream competitors their access to adequate 
balancing services.  
(110)  Third, the results of th e market investigation are consistent with these conclusions. 
None of the balancing responsible parties consulted in the market investigation 
perceives Energi Danmark  as being, in its role of balance responsible party,  an 
indispensable partner for retailer s or producers of electricity for the sale of electricity 
or for the provision of balancing  services .126 In the same line, n one of them 
considered that  the Transaction would have any impact on the balancing services 
market .127 And all of them  agreed that the c ombined entity would not have post -
Transaction, the ability to foreclose or restricting access to other suppliers.128  
(111)  As regards the Parties’ competitors in the retail sup ply market, all players that 
responded to the market investigation agreed that, beside s Energi Danmark , there are 
other balancing responsible parties to which they c ould turn to for the supply of 
electricity to large industrial customers , mentioning names such as Danske 
Commodities, Centrica, Markedskraft “and many others”.129 One of the competitors 
[NRGi], in particular, indicated that although they currently “ use Energi Danmark as 
balancing responsible partner on a part of [their]  portfolio and Danske 
Commodities on another part of [their]  portfolio. It would not limit our bu siness to 
change our balancing setup to only one partner ”, thus underlying the lack of 
obstacle  to switch supplier.130 This same competitor underlined the “ large number of 
balancing companies ” as the main reason to be express any concerns in relation to 
the Transaction.131 And whilst it is true that competitors were divided as to whether 
Energi Danmark  had a competitive advantage in the retail supply of electricity to 
large industrial customers resulting from its role as a balancing responsible party,132 
                                                 
124  Furthermore, as explained in Sections 6.2.1.2(C)  and 6.2.1.2(D) , there are a number of credible alternative 
retailers of electricity to large industrial customers (and to other customers) that will remain in the market 
post-Transaction and there are no significant obstacles for these and other smaller retailers to expand.  
125  Such as Centrica, Danske  Commodities, Markedskraft . 
126  See replies to question 8 of questionnaire – balancing power.  
127  See replies to question 12 of questionnaire – balancing power.  
128  See replies to question 13 of questionnaire – balancing power. One of the balancing parties (N EAS) 
considered that the Transaction would have a negative impact for them due to Energi Danmark’s greater 
financial strength (Q.10).  
129  See replies to question 43 of questionnaire to competitors.  
130  See replies to question 43 of questionnaire to competito rs. 
131  See replies to question 52 of questionnaire to competitors.  
132  See replies to question 41 of questionnaire to competitors.  
 
30 none of them considered that, post -Transaction, the Parties would have the ability 
and/or incentive, to restrict or limit their access to balancing services.133 
(112)  Finally, as regards the impact of this vertical relationship on the provision of “green” 
electricity thro ugh PPAs, w hen asked whether Energi Danmark  had any competitive 
advantage resulting from its position as balancing responsible party to enter into 
PPAs on behalf of or for customers, market players were divided. But of those 
producers that indicated that t here was some sort of advantage, one explained that all 
balancing responsible parties have the same advantage and another one explained 
this advantage in terms of simplicity (less contracts to be signed for the producer).134 
In any case, all producers that replied to the market investigation were of the view 
that Energi Danmark  is not an indispensable partner (due to its role as balance 
responsible party) for them to enter into PPAs with customers in Denmark,135 and all 
of them agreed that in c ase they needed to enter into a PPA with customers in 
Denmark, there would be alternative s to Energi Danmark  as balancing responsible 
party that could provide balancing services , mentioning players such as Danske 
Commodities, Centrica, Ørsted, Axpo or Vatt enfall.136  
(113)  In view of the above, the Commission takes the view that it is unlikely that the 
Transaction may give rise to any foreclosure effects with respect to the vertical 
relationship between balancing power services and retail supply of electricity to 
large industrial customers.  
6.3.4.  Distribution of electricity (upstream) and retail supply of electricity to large 
industrial customers (downstream)  
(114)  Andel owns Cerius A/S (‘Cerius’) and Radius Elnet A/S (‘Radius’), two DSOs 
which own and run the electricity dist ribution network s in certain areas of Eastern 
Denmark.137 In the distribution markets concerning those areas, therefore, Andel has 
a 100% market share.  Energi Danmark  does not have any activities in distribution 
but it is present (as Andel) in the downstream  market for the supply of electricity to 
large industrial customers.  
(115)  Denmark has implemented the EU legislation concerning unbundling and regulated 
third-party access is in place both for transmission and distribution activities , as 
confirmed by the Danish  Utility Regulator (“Forsyningstilsynet”, ‘DUR’).138  
(116)  The Notifying Party argues that distribution activity is subject to intense regulation , 
which would leave no room for Andel to engage in any input foreclosure or 
discrimination strategy after (or before ) the Transaction.139 The legislation in force 
                                                 
133  See replies to question 42 of questionnaire to competitors.  
134  Generators, Q9. [Ørsted] explained that “ Energi Danmark will be able to provide both retail services and 
balancing as well as PPA volumes which would make it easier for corporates to transact with Energi 
Danmark compared to a developer which cannot do the balancing services for the corporate. These 
developers w ould first need to make a separate agreement with the provider of balancing services which 
may mean that the corporate will need two agreements ”.  
135  See replies to question 12 of questionnaire to generators.  
136  See replies of question 10 to generators.  
137  Form CO, paragraph 14. 
138  See minutes of the call with DUR of 16 June 2021. See also COMP/M.3868, DONG / Elsam / Energi E2, 
paragraphs 46 -48. 
139  Form CO, paragraphs 89 -99. 
 
31 includes a number of obligations for DSOs aiming at avoiding discrimination 
between integrated and third -party suppliers, such as (i) obligation to provide non -
discriminatory access to their networks and to custo mer data to all electricity 
suppliers ; (ii) obligation to set tariffs and access conditions on the basis of fair, 
objective and non -discriminatory principles, with prices being determined on the 
basis of publicly available methods and approved by DUR ; and (iii) profit band 
regulation which imposes certain limits on DSO’s income and costs .140  
(117)  The Commission notes that on May 2021 the Danish NCA published a study on the 
retail electricity mark ets in Denmark  – carried out at the req uest of the Ministry of 
Clima te, Energy and Utilities  – focusing  on whether vertically integrated retailers 
pose a competitive problem in these market s.141 The NCA, in particular, analysed 
whether vertically integrated retailers enjoy any competitive advantage in the retail 
market. The conclusion of the study is that, although there is still a relatively low 
switching rate in Denmark compared to other European countries (which according 
to the NCA might be an indication of the existence of barriers to entry due to the 
presence of vertica lly integrated operator s), there is no indication in the market of 
systematic differences between electricity prices or gross margins between integrated 
and non -integrated retailers and that, in fact, non -integrated retailers, have been 
increasingly captur ing more customers over time. The NCA also found t hat low 
prices and low gross margins in isolation as well as low concentration at national 
level were indicators of a well -functioning competition in the market .142 The overall 
conclusion  of the NCA is that although there are signs that competition in the retail 
electricity market could improve, there is no indication that vertically integrated 
suppliers enjoy any particular competitive advantage vis-à-vis independent 
retailers.143 
(118)  This conc lusion seems supported by the market investigation.  All retailers 
responding to the market test were of the view that suppliers such as Andel do not 
have any competitive advantage with respect to non -integrated suppliers, for instance 
                                                 
140  The band consists of a cost band and a rate of return band, which together determines the upper range for 
how much a network distribution company can charge annually to cover the company’s costs and ensure a 
fair return on the invested capital (see From CO , paragraph 91).  
141  https://www kfst.dk/analyser/kfst/publikationer/dansk/2021/20210503 -analyse -af-konkurrencesituationen -
pa-detailmarkedet -for-el/. The main focus of the study was on the consumer and small business customers, 
although it also touches upo n the segment of larger B2B customers (see email by Danish NCA of 28 May 
2021).  
142  Although the NCA also warns that more recent increases in gross margins should be closely monitored. 
The NCA also found that integrated companies appear to have a legacy of inactive customer base from the 
time before the liberalisation although it noted that this situation is historically contingent and that, 
probably, even in the case of full unbundling, such an inactive customer base would remain inactive.  
143  A study on the  unbundling regulation was also undertaken by DUR on October 2019 
(https://forsyningstilsynet.dk/aktuelt/publikationer/elmarkedet/undersoegelse -af-konkurrencesituationen -
paa-elmarkedet -med-fokus -paa-de-konc ernforbundne -virksomheders -aktiviteter , see email by Danish 
NCA of 28 May 2021).  This study focused on whether the regulation in place in Denmark ensured 
effective separation between activities within integrated groups. The conclusion was that there were s ome 
areas where regulation does not ensure neutral and independent behaviour of network operators and where 
rules and/or enforcement could be strengthened. However, DUR also stressed that its analysis focused on 
regulatory weaknesses, but it did not conclu de on whether DSOs abused on these weaknesses or whether 
there had been any anticompetitive conducts in the market. These conclusions were reiterated in a call 
held by DUR and the European Commission where DUR expressed the view that the lack of recent new  
entrants and the relatively low switching rate in Denmark could be due to obstacles for non -vertically 
integrated companies. But DUR also affirmed to have conducted a study which showed that the main 
DSOs in Denmark were compliant with the regulation in f orce (see minutes of call of 16 June 2021).  
 
32 in the form of better  tariffs, preferential conditions, easier access to data of final 
customers etc.144 Moreover, none  of those suppliers said to have ever been 
discriminated by Andel (or by any other supplier) vis-à-vis integrated suppliers.145 At 
the same time , none of the comp etitors in the downstream retail supply market which 
replied to the market investigation considered that the combined entity would have, 
post-Transaction, the ability to distort competition in the market, for instance, by 
reducing the quality of services o r foreclosing or restricting access to necessary 
services (such as distribution) .146   
(119)  In view of the above, the Commission takes the view that it is unlikely that the 
Transaction may give rise to any foreclosure effects  with respect to the vertical 
relation ship between distribution of electricity and retail supply of electricity to large 
industrial customers . 
6.3.5.  Certificates trading (upstream) and retail supply of electricity to large industrial 
customers (downstream)  
(120)  Energi Danmark is active in the sale of GoOs and CO2 allowances under ETS.147 
Andel currently purchases GoOs and CO2 allowances from Energi Danmark and 
also from third parties.148  
(121)  Energi Danmark ’s share in 2020 in the market for sales of GoOs in the EU is 
approximately [0-5]%,149 whereas in the CO2 a llowances in the EU, its share would 
be even lower, approximately [0-5]%.150 
(122)  In view of the negligible presence of Energi Danmark  in the upstream markets and 
the fact that Andel already purchases […] of its needs of these certificates from 
Energi Danmark , the Commission considers it unlikely that the Transaction may 
give rise to any foreclosure effects in respect to this vertical link.  
6.3.6.  Financial trading of electricity (upstream) and retail supply of electricity to large 
industrial customers (downstream)  
(123)  Energ i Danmark offers a wide range of financial hedging instruments to both 
consumption and production customers.151 Andel has entered into a management 
agreement with Energi Danmark Securities, enabling Andel to enter into financial 
trading agreements in the Nor dic countries  and in Germany. Andel does not have 
other financial trading partners.152 
(124)  Energi Danmark’s share in 2020 in the market for the sale of financial electricity 
instruments excluding EPADs in the Nord Pool area is approximately [0-5]%. As 
regards EP AD-sales, Energi Danmark’s share would represent circa [10-20]% and 
                                                 
144  See replies to question 38 of questionnaire to competitors.  
145  See replies to question 39 of questionnaire to competitors.  
146  See replies to question 52 of questionnaire to competitors.  
147  Form CO, paragraph 1 42. 
148  Form CO, paragraph 140 -141. 
149  Form CO, paragraph 147.  
150  Form CO, paragraph 148.  
151  Form CO, paragraph 133.  
152  Form CO, paragraph 133.  
 
33 [5-10]% in each of the Denmark’s pricing zones ( DK1 and DK2, respectively) and 
less than 10 % national -wide.153 
(125)  In view of the fact that Andel already purchases […] financial trading needs from 
Energi Danmark  and the very limited market s hares of the latter , the Commission 
considers it unlikely that the Transa ction may give rise to any foreclosure effects  in 
respect to this vertical link.  
7. CONCLUSION  
(126)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agre ement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
                                                 
153  Form CO, paragraph 137.