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, 07.03.2019  
C(2019)  1977 final  
 
 
To the notifying party  
 
Subject : Case M .9175 – TOTAL / CHEVRON DENMARK  
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 1 February 2019, the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Total Holdings USA. Inc. (“Total” , of the United States of America) acquires 
within the meaning of Article 3(1)(b) of the Me rger Regulation sole control of the 
whole of Chevron Denmark Inc. ( “Chevron Denmark” , of the United States of 
America), by way of purchase of shares  (the “Transaction”) .3 Total is designated 
hereinafter as the “Notifying Party ”. Total and Chevron Denmark a re referred to 
together 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  Publi cation in the Official Journal of the European Union No C 53 , 11.2.2019, p. 4. 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omitted has been replaced by ranges of figures or a 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  
 
2 1. THE PARTIES  
(2) Total is  an internati onal integrated energy producer  engaged in every sector of the 
oil and gas industry  world -wide , including upstream (hydrocarbon exploration, 
development and production) and downstream (refining, petrochemicals, 
specialty chemicals, trading and shipping of crude oil and petroleum products and 
marketing) . 
(3) Chevron Denmark is an oil and gas company owned by the Chevron group . 
Chevron Denmark is active in the exploration , producti on and supply of crude oil 
and natural gas originating from the Danish North Sea . 
2. THE OPERATION   
(4) Pursuant to a Share Sale and Purchase Agreement  of 23 September 2018, 
executed between Total and Chevron Denmark’s sole shareholder, Chevron 
Global Energy Inc.  (a company registered in Delaware in the United States and 
fully owned company of the Chevron group ), Total will acquire the entire share 
capital of Chevron Denmark Inc.  
(5) Post transaction Total will be the sole shareholder in Chevron Denmark and will 
therefore be able to solely exercise decisive influence over Chevron Denmark’s 
strategic decisions.  
3. THE CONCENTRATION  
(6) The Operation  therefore constitutes a concentration pursuant to Article 3(1)(b) of 
the Merger Regulation . 
4. EU DIMENSION  
(7) The undertakings c oncerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million.4 Each of them has an EU-wide turnover in excess 
of EUR 250 million, but they do not achieve more than two- thirds of their 
aggregate EU-wide turnover within one and the s ame Member State. The notified 
operation therefore has an EU dimension. 
5. MARKET DEFINITION  
5.1. Activities of the Parties in relation to crude oil and natural gas fields in the 
Danish North Sea 
(8) Total, together with its subsidiaries, is an international integrated energy 
producer, with operations in more than 130 countries, including in Denmark.  
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation .  
 
3 (9) Chevron Denmark’s activities entirely consist in its interests in the DUC, the 
Licence 8/06 Area B  exploration licence and the Tyra pipeline in Denmark (see 
paragraphs (12) - (15)).  Chevron Denmark’s production volumes are mainly sold 
in Denmark, through the Chevron group trading entity  Chevron Products UK 
Limited  (“CPUK”).  
(10) The Parties are therefore both active in exploration of crude oil and natural gas in 
Denmark. The Parties are also both active in the upstream wholesale supply of 
crude oil, and in the upstream and downstream wholesale supply of natural gas in 
Denmark, as well as in offshore transportation of crude oi l and natural gas by 
pipeline and processing of crude oil and natural gas in Denmark.  
(11) Since the Parties’ activities mainly overlap in Denmark, the primary focus of the 
competitive assessment in this Decision is Denmark.  
 
 
Crude oil and natural gas fields in the Danish North Sea.  Source: Danish Energy Agency  

 
4 (12) In more detail, t he Parties are partners of the Dansk Undergrounds Consortium  
(“DUC”),  a consortium  between Shell (36.8%), Total (31.2%), Chevron Denmark 
(12%) and the North Sea Fund (20%) .5 The DUC was  established in 1962 in order 
to exploit a concession ( “the Sole Concession ”) with a term until 2042 for 
exploration and production of oil and gas from 15 fields in the Danish Continental 
Shelf.  Total operates DUC on behalf of all the consortium members.  All the 
Parties' activities in Denmark are done through or related to DUC . [Starting  date 
of the new contractual obligations ], [most] % of the gas produced by the Parties  
through the DUC has to be sold to Ørsted, a publicly listed energy company 
owned at 50%  by the Danish State.  The remaining [part] % of the DUC gas 
production can be sold individually by each member of the DUC consortium onto 
the market.  
(13) In addition to producing gas, the Parties, through DUC, also produce […]  crude 
oil. In Denmark, the Parties’ activity is limited to  the production they obtain from 
their interest in the DUC assets.  The DUC has fifteen producing oil fields that are 
connected to four processing hubs. The oil is transported to land by pipeline (see 
paragraph (15) ) and processed before being sold.  
(14) The Parties are also partners in one small exploration licence block, the  Licence 
8/06 Area B , together with Shell and the North Sea Fund. There is neither 
production nor facilities on this licence area so far, and the licence is se t to expire 
on 31 December 2019, unless extended . 
(15) There are several  gas pipelines in the Danish North Sea that may transport gas  
from the DUC to shore . One of them is the T yra West – F3 connection pipeline  
(“Tyra  pipeline ”), owned by DUC , operated by Total  and used by the DUC 
partners . DUC also owns interconnection gas and oil pipelines between fields  and 
processing hubs , ope rated by Total  and used by the DUC partners and third 
parties .  In order to transport their crude oil produced from the Danish North Sea 
to Denmark  the Parties use a 330 km 20” pipeline called the Danish Oil Pipe, 
which is fully owned and operated by Ørsted.  
5.2. Background information on the Danish gas mark et  
(16) Energinet’s6 business model for the Danish gas transmission system is based on 
an entry -exit model, which allows market players to commercially move gas in 
and out of Denmark. The Danish business model provides the following  entry 
points: three entry points at Nybro , Ellund and Dragør, where the natural gas 
could enter Denmark  from the North Sea, Germany and Sweden respectively  
(Dragør  is a potential entry point which currently works as an exit point7); and 
one entry point (BNG Entry)  for biomethane  (bio natural gas ). The exit points are 
the following: Exit zone Denmark, which makes it possible for gas suppliers to 
                                                 
5  The North Sea Fund is a state -owned oil and gas company managing the Danish State participations in 
the oil and gas sector since 2005 .  
6  Energinet is the owner and operator of the transmission systems for electricity and natural gas in 
Denmark . 
7  Sweden has almost  no natural gas production  (Sweden has some production of biogas  only).  Denmark 
is the only source of supply to Sweden  and all  transport of  natural gas to Sweden goes through the 
Dragør border  point  (Form CO, paragraphs 192, 193).  
 
5 deliver gas to all Danish consumers through the gas distribution network;  and 
three transit exit points at Nybro, Ellund and Dragør for the export of natural gas . 
(17) The Danish gas market model offers shippers two ways to buy and sell gas: 
through the ETF (Exchange Transfer Facility)  or through the GTF  (Gas Transfer 
Facility ). On ETF (the Danish hub) producers  / importers  sell gas to wholesalers  
under standard contracts for standard volumes through an exchange platform , 
while wholesalers buy and resell gas. In addition, producers may also carry out 
some trading without deliveries .  GTF  on the other hand is the virtual point for 
bilateral over-the-counter (OTC) trades with the possibility to use non- standard 
contracts .  
(18) This entry and market organisation is described by Energinet on its website :8 
 
 
5.3. Exploration of crude oil and natural gas  
(19) The Commission has considered in its decisional practice that no distinction is to 
be made, in terms of the relevant product market,  between the exploration for 
crude oil on the one hand and exploration for natural gas on the other , as the 
contents of underground reservoirs cannot be known at the stage of exploration.9 
The Commission has considered this market to be world -wide in scope, given that 
the companies  engaged in exploration do not tend to limit their activities to a 
particu lar geographic area.10 The Notifying Party does not dispute this market 
definition . 
(20) In any event, the Commission considers that the exact delineation of the relevant 
market in this case may be left open, as the Transaction does not raise serious 
doubts as t o its compatibility with the internal market under any plausible market 
definition. 
                                                 
8  See https://en.energinet.dk /Gas/Gas -Market#Model . 
9  Commission decision of 3 December 2013 in Case M.6910 – Gazprom / Wintershall / Target 
Companies , paragraph 46; Commission decision of 21 August 2009 in Case M.5585 – Centrica / 
Venture Production , paragraph 8 . 
10  Commission decision of 3 December 2013 in Case M.6910 – Gazprom / Wintershall / Target 
Companies , paragraph  47. 

 
6 5.4. Upstream wholesale supply of crude oil  
(21) In its previous decisional practice, t he Commission has defined the upstream 
wholesale supply of crude oil as a separate market from the upstream wholesale 
supply of natural gas  as gas and crude oil have different applications and are 
subject to varying pricing behaviour as well as cost restraints .11 The Commission 
has generally considered the market for the u pstream wholesale supply of crude 
oil to be world- wide in scope.12 For some specific “difficult to reach” customers, 
such as refineries in certain land -locked EEA countries, the Commission has 
considered that the geographic scope could be limited to a speci fic supply 
pipeline, such as the Druzhba pipeline.13 The Notifying Party submits that the 
market for upstream wholesale supply of crude oil  is world -wide in scope .  
(22) In any event, the Commission considers that the exact delineation of the relevant 
market in this case may be left open, as the Transaction does not raise serious 
doubts as to its compatibility with the internal market under any plausible market 
definition . 
5.5. Upstream wholesale supply of natural gas  
(23) The Commission  has found in its decisional practic e that there is one relevant  
product market for the upstream wholesale sale of natural  gas14, which is separate 
from the relevant market for the upstream wholesale sale of crude oil .15 On the 
market for the upstream wholesale supply of natural gas , upstream producers tend 
to sell large volumes of gas to downstream wholesalers, mostly under long -term 
gas supply agreements .  
(24) In its previous decisional practice, the Commission also considered  whether the 
upstream wholesale supply of natural gas should be divided into two distinct 
markets, one for  liquefied natural gas (“ LNG ”) and one for piped gas .16 However, 
such a distinction is not relevant in the present case, since there are no LNG 
activities in Denmark .  
                                                 
11  Commission decision of 10 September 2014 in Case M.7316 – Det Norske Oljeselskap / Marathon Oil 
Norge , paragraph  6;  Commission decision of  8 March 2013 in Case M.6801 – Rosneft / TNK -BP, 
paragraph  12; Commission decision of 6 March 2002 in Case M.2681 – Conoco / Philipps Petroleum , 
paragraph 10. 
12  Commission decision of 3 September 2014 in Case M.7318 – Rosneft / Morgan Stanley Global Oil 
Merchanting Unit , paragraph 11 ; Commission decision of 11 December 2009 in Case M.5629 – 
Normeston / MOL / MET JV , paragraph 13 . 
13    Commission decision of 8 March 2013 in Case M.6801 – Rosneft / TNK -BP, paragraph 19.  
14  Commission decision of 21 August 2009 in Case M.5585 – Centrica  / Venture Production, 
paragraph  10. 
15  Commission decision of 29 September 1999 in Case M.1532 – BP Amoco/Arco , paragraph 14.  
16  Commission decision of 2 September 2015 in Case M.7631 –  Royal Dutch Shell/BG Group, 
paragraph  30; Commission decision of 11 April 2018 in Case M.8771 – Total/Engie (Part of Liquefied 
Natural Gas Business) , paragraph 13.  
 
7 (25) The Commission has also in some cases distinguished be tween high -calorific gas 
(H-gas) and low -calorific gas (L -gas) at each level of the gas supply chain.17 
However, that distinction is not relevant for the assessment of this case since there 
is no L-gas in Denmark.  
(26) In its decisional practice so far,  the Com mission has not yet taken a definitive 
view regarding the geographic scope of the upstream wholesale supply  of natural 
gas. Although the Commission has considered that from a demand side perspective the market could pot entially be considered to include the  EEA, 
Algeria and Russia,
18 from the supply side perspective, depending on the level of 
the supply chain (import/wholesale, sale to industrial customers and electricity generators, sale to household customers) that the supply takes place , or due to 
limited interconnection infrastructure or lack of available cross -border capacity,  
the Commission considered in some cases the geographic market to be narrower (i.e., regional, covering several Member States , or even national).
19  
(27) The Notifying  Party submits that t he scope of the geographic market in this case 
covers the EEA, i.e. it includes gas produced in the EEA as well as Algerian, 
Russian and Libyan gas imports into the EEA . However,  the Notifying Party 
submits that […] , if the market is narrower than the EEA, it should comprise at 
least Denmark, Sweden, Germany and the Netherlands.  
(28) In more deta il, as regards Sweden, the Notifying Party submits that it belongs to 
the same market as Denmark since  Sweden has quasi no gas production and the 
Swedish gas market is supplied with gas from Denmark only. 
(29) The Notifying Party further submits that, in addition to Sweden, the geographic 
scope of the market should also cover at least Germany and the Netherlands. This 
is because Denmark exports gas to Sweden, Germany and the Netherlands, and recent investments in Ellund have made it possible to export/import gas to/from 
Germany with a low risk of congestion.
20 At certain times of the year (e.g. in 
winter), Denmark actually  imports gas from Germany through the Ellund border 
point. In this respect, during the shutdown period of Tyra (November 2019 until approximately the summer of 2022), all gas for the Danish (and Swedish) market will have to be imported from Germany via entry/exit point Ellund . 
                                                 
17  Commission decision of 24 January 2019 in Case M.8773 – LetterOne/BASF/Wintershall DEA ; 
Commission decision of 14 November 2006 in Cas e M.4180 – Gaz de France / Suez ; Commission 
decision of 23 June 2009 in Case M.5467 – RWE / Essent ; Commission decision of 17 June 2010 in 
Case M.5802 – RWE ENERGY/ MITGAS ; Commission decision of 3 December  2009 in Case 39.316 – 
Gaz de France ; and Commission decision of 4 May  2010 in Case 39.317 – E.ON Gas . 
18  Commission decision of 29 September 1999 in Case M.1383 – Exxon  / Mobil , paragraph 18; 
Commission decision of 29 September 1999 in Case M.1532 – BP-Amoco  / Arco , paragraphs 16 -17. In 
both decisi ons the Commission pointed out however, that due to purchasing policies as to the origin of 
the gas based on security of supply, certain legislations impose limits on the amount of gas that comes 
from the same country.  
19  Commission decision of 8 March 2013 in Case M.6801 – Rosneft / TNK -BP, paragraph 12; 
Commission decision of 3 May 2007 in Case M.4545 – Statoil / Hydro , paragraphs 13 -16. 
20  http://ec. europa .eu/energy /eepr/projects /files/gas-interconnections -and-reverse -flow/baltic -
denmark en .pdf. 
 
8 (30) Moreover, the Baltic Pipe project21 will allow transport of gas from Norway to the 
Danish and Polish markets, as well as from Poland to the Danish and Swedish 
markets . The Notifying Party submits that this  will further integrate Norway into 
the Danish upstream wholesale supply of gas segmen t, as t he Baltic Pipe will 
create a link between the Europipe II, which connects Norway (Kårstø processing 
plant) to onshore Germany (Dornum), and onshore Denmark (Varde).  
(31) During t he market investigation, some competitors indicated that they supply gas 
at the wholesale level throughout Europe .22 Moreover, they indicated that 
historically there has been a strong correlation between Danish domestic and 
neighbouring countries’ natural gas prices, suggesting that the geographic market 
may be wider than national.23 
(32) The Commission considers, i n any event, that the exact delineation of the relevant 
market in this case may be left open  (including whether the product market 
should be further segmented , and whether  the geographic scope of the market is 
national, regional or EEA -wide ), as the Transaction does not raise serious doubts 
as to its compatibility with the internal market under any plausible market 
definition . 
5.6. Downstream wholesale supply of natural gas  
(33) In previous decisions, the Commission defined a distinct product market for the 
downstream wholesale supply of gas, as comprising the activity whereby 
wholesalers procure gas from producers for resale to other wholesalers or 
downstream distributors .24  
(34) In s ome previous decisions , the Commission has considered possible 
subdivisions. In particular, the Commission has considered whether sales on 
exchanges are in the same market as bilateral sales.25    
(35) In that regard, t he Notifying Party submits  that the downstream wholesale market 
in Denmark  should include the sales on both the ETF and the GTF , for the 
following reasons . First, the ETF and GTF share the same balancing zone.26 In 
general, a market corresponds to one balancing zone and one Transmis sion 
System Operator (“TSO ”). Second, market participant s can  easily switch between 
ETF and GTF , as there are no constraints when purchasing on either GTF or ETF. 
                                                 
21  For more information on this project: https://www.baltic -pipe.eu/ . 
22  See responses to question 13 of the Commission’s questionnaire to suppliers.  
23  See responses to question 1 2.2 of the Commission’s questionnaire to suppliers.  
24  Commission decision of 19 November 2013 in Case M.6984 – EPH/Stredoslovenska Energetika , 
paragraph  21; Commission decision of 29 September 2010 in Case 39.315 –  ENI, paragraph  25.  
25  Commission decision of 22 December 2008 in Case M.5224 –  EdF/ British En ergy. 
26  A balancing zone is an entry -exit system for which a specific balancing regime (rules and agreements 
that apply to portfolio and TSO balancing) is applicable . Gas suppliers are required to maintain an 
equilibrium on a balancing zone between the gas they put into the system and the gas they or their 
customers withdraw.  
 
9 Third, market participants trade on the GTF more customized contracts or longer -
term maturities , while on the ETF market participants usually trade on a with- in 
day, day-ahead or month- ahead basis.  However, although liquidity on ETF is 
limited especially for longer term products, gas traded on ETF could still be 
traded on a long -term basis as it c ould be on GTF. Fourth, prices on GTF are not 
public , but it is understood by the market that they are correlated to those of ETF.  
(36) The market investigation carried out by the Commission provided some 
indications that ETF and GTF could belong to the same r elevant product market. 
Respondents to the market investigation stated that sales on the ETF and GTF are 
substitutable in terms of access to, prices and types of contracts.27 It appears that 
there are no access restrictions as regards both ETF and GTF, and market 
participants can use them interchangeably. It also appears that price data is 
transparent and prices are similar on both ETF and GTF.  
(37) As regards the geographic scope  of the market , the Commission defined it as 
national in scope  in previous decisions .28 In some cases , the Commission has 
however included gas hubs located abroad in the same relevant wholesale 
market.29 In other instances, the Commission has also defined sa les on a separate 
hub as a distinct market.30 
(38) The Notifying Party argues that  the downstream wholesale market should be 
considered wider than Denmark and it should include other European wholesale 
markets and hubs such as the National Balancing Point  (“NBP ”, United 
Kingdom), the Title Transfer Facility  (“TTF”, Netherlands), NetConnect 
Germany (“NCG”,  Germany), and Gaspool (Germany) . The Notifying Party 
submits that for example, gas produced in Denmark could be delivered to hubs in 
Denmark, the Netherlands or  Germany . In addition, companies trading on ETF 
can generally easily switch to another hub in the EEA . First, prices on different 
EEA hubs such as TTF, Gaspool and NCG , are closely correlated . Second , a 
virtual transaction on ETF can also be executed  on the hubs in the Netherlands  or 
Germany  (or any other EEA Member State’s hub ). Third, the main traded 
contracts that exist on ETF similarly are also available on Dutch and German 
hubs .   
(39) The market investigation carried out by the Commission provided indications that 
the market could be broader th an nation al, and could possibly also include 
neighbouring  European hubs such as TTF, Gaspool and NCG . Respondents to the 
market investigating explained  that they sell or purchase gas not only on ETF but 
also on other European hubs such as TTF, Gaspool and NCG.31 It appears that 
access, prices, and  types of contracts available for use on ETF and other European 
                                                 
27  See responses to question 8 of the Commission’s questionnaire to suppliers.  
28  Commission decision of 17 June 2010 in Case M.5802 –  RWE ENERGY/ MITGAS , paragraph  19. 
29   Commissio n decision of 10 March 2017 in Case M.7936 – Petrol / Geoplin , paragraph 24; 
Commission decision of 23 June 2009 in Case M.5467 –  RWE / Essent . 
30  Commission decision of 14 November 2006 in Case M.4180 – Gaz de France  / Suez, paragraph 72.  
31  See responses  to question 16 of the Commission’s questionnaire to suppliers and to customers.  
 
10 hubs such as Gaspool and NCG, and  in some inst ances TTF, are similar .32 
Therefore,  it appears that the geographic market could be broader than national.  
(40) In any event, the Commission considers that the  exact delineation of the relevant 
market in this case  may be left open , including whether sales on ETF and GTF 
belong to the same product market or not, and whether the geographic market is 
national or possibly wider  including other European hubs , as the Transaction does 
not raise serious doubts as to its compatibility with the internal market under any 
plausible market definition . 
5.7. Offshore transportation of crude oil and natural gas by pipeline  
(41) The Commission has previously considered that separate relevant product 
markets could exist for the offshore transportation of (i) crude oil by pipeline ,33 
and (ii ) natural gas by pipeline .34 The geographic scope of these two markets was 
considered to be limited to the respective North North Sea ("NNS" ) – north of 
latitude 55°, South North Sea ("SNS") and Norway regions.  
(42) The Notifying Party submits that the geograph ic market corresponds to the 
Danish North Sea , since t he pipelines transporting crude oil and natural gas 
produced from the Danish North Sea to processing terminals or shore terminals 
are not interchangeable with other pipelines.  
(43) In any event, the Commiss ion considers that the exact delineation of the relevant 
market in this case may be left open, as the Transaction does not raise serious 
doubts as to its compatibility with the internal market under any plausible market 
definition. 
5.8. Processing of crude oil and natural gas  
(44) The Commission has previously considered that separate relevant product 
markets could exist for (i) the processing of crude oil , and (ii) the processing of 
natural gas .35 The geographic scope of these two markets was considered to be the 
respective North Sea regions (NNS, SNS, and Norway). The Notifying Party does 
not dispute this market definition . 
(45) In any event, the Commission considers that the exact delineation of the relevant 
market in this case may be left open, as the Transaction does not raise serious 
doubts as to its compatibility with the internal market under any plausible market 
definition . 
                                                 
32  See responses to question 15 of the Commission’s questionnaire to suppliers and to customers.  
33  Commission decision of 7 May 2002 in Case M.2745 – Shell / Enterprise Oil.  
34  Commission decision of 2 September 2015 in Case M.7631 –  Royal Dutch Shell/ BG Group, 
paragraph 42; Commission decision of 7 May 2002 in Case M.2745 –  Shell / Enterprise Oil.  
35  Commission decision of 2 September 2015 in Case M.7631 –  Royal Dutch Shell/  BG Group , 
paragraph 43 ; Commission decision of 7 May 2002 in Case M.2745 – Shell / Enterprise Oil.  
 
11 6. COMPETITIVE ASSESSMEN T 
(46) Pursuant to Article 2(2) and 2(3) of the Merger Regulation, the Commission is 
required to examine whether notified concentrations  are to be declared compatible 
or incompatible with the internal market by assessing whether they would 
significantly impede effective competition in the internal market or in a 
substantial part of it, in particular through the creation or strengthening of a 
dominant position.  
(47) In this respect, a merger may entail horizontal and/or non- horizontal effects. 
Horizontal effects are those deriving from a concentration where the undertakings 
concerned are actual or potential competitors of each other in o ne or more of the 
relevant markets concerned.  Non-horizontal effects are those deriving from a 
concentration where the undertakings concerned are active in different relevant 
markets. As regards non -horizontal effects, two broad types of such effects may 
be distinguished: vertical effects and conglomerate effects. Vertical effects are 
those deriving from a concentration where the undertakings concerned are acti ve 
at different levels of the supply chain . Conglomerate effects may result from 
mergers between firms that are in a relationship, which is neither horizontal (as 
competitors in the same relevant market) nor vertical (as suppliers or costumers).  
(48) The Commission appraises horizontal effects in accordance with the guidance set 
out in the relevant notice, that is to say the Horizontal Merger Guidelines .36 
Additionally, the Commission appraises non- horizontal effects in accordance with 
the guidance set out in the relevant notice, that is to say the Non -Horizontal 
Merger Guidelines .37 
6.1. Horizontal overlap in the  exploration of crude oil and natural gas  
(49) In its decisional practice, the Commission analysed market shares on the market 
for the e xploration of crude oil and natural gas  on the basis of three criteria : 
reserves, expenditure and acreage of licences won .38 The combined market share 
of the Parties on the market for the exploration of crude oil and natural gas in 
2017 at the world -wide level amounted to [0-5]%, [0-5]% and [0 -5]% in terms of 
commercial and sub -commercial reserves, expenditure and acreage of licences 
won, respectively.  
(50) In view of the  small combined market share of the Parties,  the Commission 
considers that the T ransaction does not give rise to serious  doubts as to its 
compatibility with the internal market in relation to the market for  the ex ploration 
of crude oil and natural gas . In view of the negligible presence of the Parties on 
this market, the market for  the exploration of crude oil and natural gas  will not be 
further discussed in this decision. 
                                                 
36  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger  Guid elines"), OJ C 31, 05.02.2004.  
37 Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the 
control of concentrations between undertakings ("Non -horizontal Merger Guidelines"), OJ C 265/6, 
18.10.2008.  
38 See Commiss ion decision of 2 September 2015 in Case M.7631 –  Royal Dutch Shell/ BG Group, 
paragraph  51. 
 
12 6.2. Horizontal overlap in the upstream wholesale supply of crude oil  
(51) The combined market share of the Parties on the market for the upstream 
wholesale supply of crude oil  in 2017 amounted to [0-5]% (Total [0-5]% and 
Chevron Denmark [0 -5]%) at the world -wide level , and to [5-10]% 
(Total  [5-10]% and Chevron Denmark [0 -5]%) at the EEA -level.  
(52) In view of the  small combined market share of the Parties  and the minimal 
increment brought by the Transaction, the Commission considers that the 
Transaction does not give rise to serious  doubts as to its compatibility with the 
internal market in relation to the market for  the upstream wholesale supply of 
crude oil . In view of the limited presence of the Parties on this market and the 
negligible increment resulting from the Transaction,  the market for  the upstream 
wholesale supply of crude oil  will not be further discussed in this decision. 
6.3. Horizontal overlap in the upstream wholesale supply of natural gas  
(53) The Transaction leads to a horizontally affected market in the upstream wholesale 
supply of natural gas  in Denmark  and in Denmark – Sweden .  
(54) The Parties’ overlaps in the upstream wholesale supply of natural gas  in (i) a 
plausible  market encompassing the Netherlands, (ii)  a wider Denmark -Sweden -
Germany -Netherlands area, or (iii) the EEA do not result in a horizontally 
affected market.39 In view of the  small combined market share of the Parties (less 
than 10%), the Commission considers that the T ransaction does not give rise to 
serious  doubts as to its compatibility with the internal market in relation to the se 
plausible markets.  
(55) On the market for upstream wholesale supply of natural gas , the combined market 
share of the Parties in 2018 amount ed to [40-50]% in Denmark and to [30-40]% 
in Denmark –  Sweden . The Commission’s competitive assessment focuses on the 
narrowest plausible market, i.e. Denmark since , if no competition concerns arise 
in Denmark, they also do not arise for a wider Denmark- Sweden region where the 
Parties’ combined market share becomes lower  (and given that there is no gas 
production in Sweden) . 
(56) The Notifying Party maintains that given the relationship with Ørsted  (see 
paragraphs (58)  – (60)) no competition concerns will arise.   
(57) On the  basis of the information submitted by the Notifying Party and the feedback 
from the market investigation, the Commission considers that no competition 
concerns will arise in relation to the upstream market in Denmark  for the 
following reasons . 
(58) First, as discussed in paragraph (12) , all the Parties' activities in Denmark are 
done through or related to DUC  and [most] % of DUC production is bought by 
Ørsted  (formerly DONG), a publicly listed energy company owned at 50% by the 
                                                 
39  The combined mar ket share of the Parties in 2017  amount ed to [5-10]% in the Netherlands, to [5 -10]% 
in Denmark -Sweden -Germany -Netherlands area, and to [0 -5]% at the EEA -level.  
*  Should read: “in the 1970s” . 
 
13 Danish State , through separate Gas Supply Agreements  (“GSAs”) with each of 
the DUC partners , including the Parties .  
(59) The GSAs were intr oduced […]* , and envisaged that Ørsted  would benefit from 
“[…] sales” from the DUC gas production. The original set -up of the GSAs was 
depletion type contracts, under which 100% of the gas produced in Denmark had 
to be sold to Ørsted.40 As of 2005, and foll owing an antitrust investigation by the 
European Commission,41 the DUC partners can sell certain amounts to other third 
parties. In the period 2005- 2018, these amounts available for sale to third parties 
varied between 10% and 50%, apart from few exceptions . [Starting  date of the 
new contractual obligations ], and until the end of the Sole Concession in 2042, 
however, [most] % of the gas produced by the Parties  through t he DUC has to be 
sold to Ørsted. Prices, volumes and other conditions of the reserved sales to 
Ørsted are set out in  the GSAs.  
(60) Post Transaction, t he individual  GSAs will continue to apply and existing pricing 
and volumes will remain the same. Consequently, the volumes and prices 
available for Ørsted would not change as result of the Transaction . 
(61) During the market investigation , Ørsted  submitted  that the Transaction would be 
beneficial for the Danish market, and it would translate into additional 
investments  in the Danish North Sea  from a DUC Partner committed to additional 
investment in the Danish offshore sector .  
(62) Second, a s regards the market sales of the Parties to other upstream wholesale gas  
customers (i.e. other than […]  sales to Ørsted), Total and Chevron Denmark 
export a significant part of the remaining gas, so that the sales are made on 
neighbou ring markets (mainly Germany and the Netherlands) where the market 
shares of the merged  entity are small  (i.e., [0-5]% in Germ any and [5-10]% in the 
Netherlands) . Within Denmark, t he Parties’ remaining gas which is not exported 
is traded on ETF or over -the-counter on GTF  (downstream level), and examined 
under Section 6.4.  
(63) Third , in 2017, imports in Denmark represented nearly 18% of Danish 
consumption. Approximately  29% of these gas imports came from Germany, 
while 71% came from Norway.42 Imports will become even more important for 
Danish gas consumption, as  DUC’s production will decrease in 2020 and 2021 
due to the Tyra redevelopme nt project for stabilizing the Tyra gas field and 
DUC’s gas production.  
(64) The fact that during certain periods (e.g., winter and the redevelopment of the 
Tyra platform) a large amount of gas is imported into Denmark suggests that 
Danish customers can rely on  gas suppliers located outside Denmark and that the 
latter would exert a competitive constraint on the Danish gas suppliers.  
                                                 
40  Under such contracts, all gas in a specified area/field is committed to the purchaser for the lifetime of 
the relevant field/concession (as opposed to classical supply contracts in which fixed and defined 
volumes, set in advance in the contract, would be delivered to the buyer).  
41 Commission decision in Case E-4 38.187 –  DUC -DONG.  
42  Source: Danish Energy Regula tory Authority, “ National Report Denmark 2017” . 
 
14 (65) Besides, the Baltic Pipe project, destined to connect Norway, Denmark and 
Poland, will enable Denmark to import gas from Norwegian  gas fields earlier than 
expected, i.e. as early as of January  2022, according to recent announcements by 
Energinet .43 During the market investigation, a major competitor of the Parties 
stated that the Baltic Pipe project could potentially open up a new source of 
supply of gas into Denmark, which in turn could attract more suppliers.44 
(66) Lastly, d uring the market investigation no substantiated concerns were raised in 
relation to the market for the upstream wholesale supply of natural gas in 
Denmark.  
(67) In view of the above, the Commission considers that the T ransaction does not 
give rise to serious  doubts as to its compatibility with the internal market in 
relation to the market for the  upstream wholesale supply of natural gas . 
6.4. Horizontal overlap in the  downstream wholesale supply of natural gas  
(68) The Transaction leads to a horizontally affected market in the downstream  
wholesale supply of natural gas  in one of the narrowest plausible markets, which 
would be sales on ETF in Denmark (in 2017) .  
(69) The Parties’ overlaps in the downstream  wholesale supply of natural gas  in other  
plausible market s, i.e. markets which would encompass either (i) sales on GTF in 
Denmark,45 which constitutes another of the na rrowest plausible markets, 
(ii) sales on both ETF  and GTF in Denmark,46 (iii) sa les in Denmark -Sweden47, or 
(iv) sales in the Netherlands,48 do not result in a horizontally affected market . In 
view of the  small combined market share of the Parties (less than 10% in 2018), 
the Commission considers that the T ransaction does not give rise to serious  
doubts as to its compatibility with the internal market in relation to the se plausible 
markets.  
(70) The Notifying Party submits that the Transaction would not result in any material 
loss of competition in the market for  the downstream  wholesale supply of natural 
gas, regardless of how it is defined,  because: (i) the merged entity will have a 
limited position on the downstream wholesale market in Denmark; (ii)  Ørsted  is 
the clear leader on the market ; and (iii) apart from Ørsted , there are numerous 
other competitors on the market such as Axpo, Danske, E.ON, Uniper, EDF, 
RWE, Shell, NGF, Energi Danmark, CPUK .  
                                                 
43 https://en.energinet.dk/About -our-news/News/2019/01/09/En -Baltic -Pipe.  
44  See responses to question 29 of the Commission’s questionnaire to suppliers.  
45 The combined market share of the Parties  on GTF amounted to [0-5]% in 2018, [0-5]% in 2017 and 
[0-5]% in 2016.  
46 The combined market share of the Parties on both ETF and GTF amounted to [5 -10]% in 2018, 
[10-20]% in 2017 and [5 -10]% in 2016.  
47  The combined mar ket share of t he Parties in Denmark -Sweden amounted to [5 -10]% in 2018.  
48  The combined mar ket share of the Parties in the Netherlands amounted to [0 -5]% in 2017.  
 
15 (71) On one of  the narrowest plausible market s, which would be sales on ETF in 
Denmark,  the Parties’ estimated  market shares were  as follows : 
Parties’ shares on the market for the downstream wholesale supply of gas on ETF in 
Denmark (2016 – 2018):  
% 2018  2017  2016  
Total  [5-10]% [20-30]% -49 
Chevron Denmark50  [0-5]% [0-5]% [5-10]% 
Combined  [5-10]% [20-30]% [5-10]% 
 
(72) As evident from the t able above, the Parties’ combined market share on ETF  has 
remain ed modest and has been below 25% in the last three years. In addition, in 
the last two years, Chevron Denmark’s presence was negligible.  
(73) Therefore, the Parties ’ market position on these narrow plausible markets remains 
limited. The evidence collected during the market investigation also consistently 
indicates that sufficient alternative sources of supply will be available  post-
Transaction,  and that the Transaction is unlikely to significantly impede effective 
competition in the market for the following  reasons. 
(74) Firstly, Ørsted  is a major competitor on the downstream wholesale market . For 
example, Ørsted ’s estimated market share on a plausible market encompassing 
ETF and GTF amounted to [90- 100]%51 in 2018 and [60- 70]% in 2017.52 In 
addition, there are other available suppliers  as also confirmed in the market 
investigation .53 
(75) Secondly , customers on the downstre am wholesale market  in Denmark are 
capable of sourcing gas directly from suppliers  outside Denmark ,54 and switching 
a gas supplier is a relatively easy process in Denmark.55 In addition, as discussed 
                                                 
49  The Notifying Party has not provided estimates for Total’s market share in 2016.  
50  Market share estimates for Chevron Denmark do not include quantities sold by Chevron Products UK 
Limited  (“CPUK”, not acquired by Total as part of the Transaction), which were independent from the  
gas production of Chevron Denmark. […].  
51  Notifying Party 's estimates;  the volume indicated may be overestimated as it may include volumes that 
are exported by Ørsted and volumes that are not traded by Ørsted . 
52  Notifying Party’s estimates, Form CO paragraph 485.  
53  See responses to question 23 of the Commissio n’s questionnaire to suppliers and responses to 
questions 23 and 24 of the Commission’s questionnaire to customers.  
54  See responses to question 27 of the Commission’s questionnaire to suppliers and responses to question 
33 of the Commission’s questionnair e to customers.  
55  See responses to question 26 of the Commission’s questionnaire to suppliers and responses to question 
27 of the Commission’s questionnaire to customers.  
 
16 in paragraphs (63)  to (65) above, there are current and future available imports  of 
gas into Denmark.  
(76) Moreover, respondents to the Commission's questionnaire did not consider 
themselves as dependent on either Total or Chevron Denmark for the 
procurement of gas at the wholesale level.56 
(77) In view of the above, the Commission considers that the T ransaction does not 
give rise to serious doubts as to its compatibility with the internal market in 
relation to the market for the  downstream  wholesale supply of natural gas . 
6.5. Horizontal overlap in the  offshore transportation of crude oil and natural gas  
by pipeline  
Tyra West – F3 connection pipeline  
(78) The Parties , through the DUC , own participating interests  in one of the 
connection pipelines in the Danish  North Sea , i.e., the Tyra West – F3 connection 
pipeline. Participating interests  in the pipeline are as follows: Shell –  41.4% , 
Total  – 35.1%, Chevron Denmark – 13.5%, and the North Sea Fund – 10%. Total 
is the operator of the pipeline . To date, no third party, other than the DUC 
members , is using the Tyra West – F3 pipeline .57 
(79) Following the Transaction, the participating interests  in the Tyra West – F3 
pipeline will be as follows:  Total  – 48.6% , Shell  – 41.4%, and the  North Sea 
Fund – 10% . Total will remain  the operator of the pipeline. 
(80) The Notifying Party submits  that the Transaction would not result in any negative 
effect as regards access to  the Tyra West – F3 pipeline, because:  (i) the 
governance  of the pipeline will not be amended following the Transaction , and 
Total will not obtain any veto rights in relation to the pipeline; (ii) Total’s duties 
and rights as operator of the pipeline are defined by a joint operating agreement 
with the owners of the pipeline , which will not be changed following the 
Transaction; (iii) t he high level of spare capacity of the pipeline guarantees  that 
third parties will be able to use the pipeline if they wish so; and (iv) a ccess to the 
pipeline  is regulated by the Danish Natural Gas  Supply Act and Executive 
Order  920/2018, which provide for mandatory third party access rights . 
(81) Based on the available evidence, the Commission considers that the Transaction 
is unlikely  to result in unilateral effects as regards the Tyra West – F3 pipeline , 
due to the following reasons . 
(82) The Tyra West – F3 pipeline has a very high spare capacity. The gas throughput 
over the past years has never exceeded […]  (and has been decreasing to […]  in 
the years 2013 – 2015)  while the total capacity is  […], thus leaving a current 
spare capacity of […] %.58 
                                                 
56  See responses to question 28 of the Commission’s questionnaire to customers.  
57  Form CO, paragraph 346.  
58  Form CO, paragraph 347.  
 
17 (83) Each owner of a participating interest in the pipeline has the right to use and 
freely commercialize capacity in the pipeline corresponding to  its percentage 
interest in the pipeline to other owners or third parties at its  sole discretio n. 
Therefore, there are no veto rights in relation to the use of spare capacity in the  
Tyra West – F3 pipeline .59 Even if the merged entity were to restrict the capacity 
to which it is entitled, 51.4% of the available spar e capacity of the pipeline will 
still be held by Shell and the North Sea Fund.  
Interconnection gas and oil pipelines  
(84) DUC owns interconnection crude oil pipelines  between fields , operated by Total, 
and used by the Partie s and third parties .  
(85) As regards interconnection oil pipelines, Trym and the part of Lulita outside of 
the Sole Concession are the only third- party owned and operated fields producing 
oil transported through the DUC’s interconnection pipelines . Trym partners are 
Faroe Petroleum  and Spirit Energy . Partners for Lulita are INEOS and Noreco . 
(86) Oil from both Trym and Lulita is transported , inter alia , through the DUC’s 
interconnection oil pipelines Harald- Svend- Tyra  East and  Tyra East -Gorm E .  
(87) Capacity and spare capacity (in BOPD)60 in the oil interconnection pipelines are 
as follows:61 
  Capacity  Spare capacity  
  2015  2016  2017  2018  
Harald -Svend -Tyra East (owned 
by DUC and operated by Total)  […]  […]  […]  […] […] 
Tyra East -Gorm E (owned by 
DUC and operated by Total ) […] […]  […]  […]  […] 
 
(88) As regards interconnection gas pipelines, DUC owns an interconnection gas 
pipeline  between fields , operated by Total, and used by the Parties, the Tyra West 
- Tyra East  pipeline . The same four companies indicated in paragraph (85)  above  
use this pipeline . Total is the operator of another interconnection gas pipeline, 
Harald -  Tyra East , which is owned by Ørsted . 
                                                 
59  Form CO, paragraph 349.  
60  Barrels of oil per day.  
61  Form CO, paragraph 313.  
 
18 (89) Capacities  and spare capacities (in mmcfd)  in the interconnection gas pipelines 
are as follows :62 
  Capacity  Spare capacity  
  2015  2016  2017  2018  
Harald - Tyra East                               
(owned bv Ørsted and                    
operated by Total)  […] […]  […]  […]  […] 
Tyra West - Tyra East                               
(owned bv the DUC and                 
operated by Total)  […]  […]  […]  […]  […] 
 
(90) The Notifying Party submits that the Transaction would not result in any negative 
effect as regards access to i nterconnection gas and oil pipelines , because 
(i) access is regulated by the Danish Subsoil Act and by the Executive Order 
1449/2017 about third party access to oil and gas facilities ; and (ii) the pipelines 
have high spare capacity .  
(91) In addition, the Notifying Party submits as rega rds the gas interconnection 
pipelines , that: (i) the Transaction will not have any impact on the governance of 
the DUC’s assets , including the interconnection gas pipeline ; (ii) Total’s duties 
and rights as operator of the pipeline s as defined by a joint operating agreement 
with the owners of the pipeline , will not change following the Transaction.  
(92) Based on the available evidence, the Commission considers that the Transaction 
is unlikely  to result in unilateral effects as regards the interconnection gas and oil 
pipeline s, due to the following reasons . 
(93) As evident above, all oil and gas interconnection pipelines have a high spare 
capacity.  
(94) Access  decisions for third parties are taken with an affirmative vote of the parties  
in the DUC  holding  individually or in aggregate a percentage interest in the DUC 
of at least [ percentage of interest in the DUC requ ired to have an affirmative 
vote]%. As the merged entity will hold 43.2% in DUC post Transaction, it will 
neither be able to take alone, nor to veto such a decision.63 
(95) The duties and rights of Total as the operator of the DUC  are defined by a joint 
operation agreement entered into with the DUC partners, which will remain in 
force until 2042 and will not change post Transaction. 
(96) During the market investigation, the four companies that own and operate the 
fields using DUC’s i nterconnection gas and oil pipelines  did not raise any 
concerns .64 
                                                 
62  Form CO, paragraph 327.  
63  Form CO, paragraphs 279 –  284. 
64  E-mails of 28 January, 1 February and 6 February 2019, sent to the Commission by Parties’ customers.  
 
19 Conclusion on offshore transportation of crude oil and natural gas by pipeline  
(97) In view of the above, the Commission considers that the T ransaction does not 
give rise to serious doubts as to its compatibility with the internal market in 
relation to the market for the  offshore transportation of  crude oil and natural gas 
by pipeline . 
6.6. Horizontal overlap in the processing of crude oil and natural gas  
(98) The DUC partners use four  offshore processing hubs for gas and oil at Gorm, 
Dan, Halfdan and Tyra. The processing hubs are owned by the DUC (except 
Gorm E platform , which is owned by Danish Oil Pipe, a subsidiary of Ørsted) and 
are operated by Total . 
(99) Trym (owned by Spirit Energy and Faroe Petroleum) and Lulita (owned by Ineos 
and Noreco) are the only third- party owned and operated fields that  use the Tyra 
hub. The DUC’s Gorm, Dan and Halfdan hubs are not used by any third party for 
the processing of gas, as the se hubs  only process oil. 
(100)  Capacity and spare capacity (in BOPD)  of the DUC’s processing hubs for oil 
in 2018 are as follows:65 
 Capacity  Spare Capacity  
Gorm  […] […] 
Dan […] […] 
Halfdan  […] […] 
Tyra  […] […] 
 
(101)  Capacity and spare capacity (in mmscfd) of th e DUC’s processing hubs for gas 
in 2018 are as follows:66  
 Use Capacity  Spare Capacity  
Gorm67 Gas processing  […] […] 
Gas export  […] […] 
Dan Gas processing  […] […] 
Gas export  […] […] 
Halfdan  Gas processing  […] […] 
Gas export  […] […] 
Tyra  Gas processing  […] […] 
Gas export  […] […] 
 
                                                 
65  Form CO, paragraph 376.  
66  Form CO, paragraph 390.  
67  For Gorm, all the gas processing capacity is used for recirculating gas back into the wells for oil 
production. Thus , there is no gas nor capacity available for export.  
 
20 (102)  The Notifying Party submits that there is overall spare capacity for third party to 
request access to the processing hubs .68 Spare capacity use is granted by the DUC 
with an affirmative vote of the parties having individually or in aggregate a 
percentage interest in the DUC of at least [ percentage of interest in the DUC 
required to have an affirmative vote ]%. As the merged entity will hold 43.2% in 
DUC post Transaction, it will neither be able to take alone nor to veto such a 
decision, and will thus be in the same situation as prior to the Transaction.69  
(103)  In addition, the Notifying Party also submits that the duties and rights of Total  as 
the operator of the DUC assets are defined by a joint operating agreement  entered 
into with the DUC partners, as owners of the processing hubs. The Transaction  
will not affect  this agreement and therefore, the duties and rights of Total .70 
(104)  The Commission considers  that the Transaction will not negatively affect 
competition in the market for  the processing of crude oil and natural gas  for the 
following reasons.  
(105)  There is overall enough spare capacity for third parties to request access.  
(106)  The merged entity will not be able to take alone decisions on access by third 
parties to the DUC processing hubs nor to veto such decision s. 
(107)  The duties and rights of Total as the operator of the DUC  are defined by a joint 
operation agreement entered into with the DUC partners , which will remain in 
force until 2042 and will not change post Transaction.  
(108)  During the market investigation, the four companies that own and operate the 
fields using DUC processing hubs did not raise concerns as regards the impact of 
the Transaction on access by third parties to DUC processing hubs.71 
(109)  In view of the above, the Commission considers t hat the T ransaction does not 
give rise to serious doubts as to its compatibility with the internal market in 
relation to the market  for the  processing of crude oil and natural gas . 
6.7. Vertical links between upstream wholesale supply  and the downstream 
wholesale supply of natural gas  
(110)  Based on the available evidence, the Commission considers that the Transaction 
is unlikely to result in any form of input or customer foreclosure . 
(111)  The Transaction does not create a new vertical link as the Parties are already 
activ e on the upstream wholesale supply and on the downstream wholesale supply 
of natural gas .72 
                                                 
68  Form CO, paragraphs 380- 381. 
69  Form CO, paragraph 283.  
70  Form CO, paragraph s 379 and 393. 
71  E-mails of 28 January, 1 February and 6 February 2019, sent to the Commission by Parties’ customers.  
 
21 (112)  With regard to input foreclosure, the market investigation has confirmed that  most  
of the upstream gas production of the Parties is sold to Ørsted  under long -term 
gas supply agreements . Other than the sales  to Ørsted , the Parties also  export part 
of the remaining gas  on neighbou ring markets (mainly the Netherlands) , where 
their presence on the market is neglig ible (see paragraph (54) .  
(113)  With regard to customer foreclosure, the Transaction would not materially 
strengthen the Parties' position on the downstream market for wholesale supply of 
gas. The Parties’ combined position on the market for downstream wholesale 
supply of gas would be modest, there are a number of other alternative suppliers 
available on the market, including the strong competitor Ørsted , and market 
participants are capable of sourcing gas directly from supp liers outside Denmark 
(see paragraphs  (68) - (76)). Therefore, the merged entit y would not have the 
ability to foreclose access to the downstream market . Moreover, market 
respondents indicated that they would source gas from alternative suppliers if 
Total would increase prices for the supply of natural gas by 5- 10% on a non-
transitor y basis ,73 and switching a gas supplier is a relatively easy process in 
Denmark .74 
(114)  The Commission therefore concludes that the Transaction does not raise serious 
doubts as to its compatibility with the internal market as a result of the vertical 
relationship between the upstream wholesale supply and the downstream 
wholesale supply of nat ural gas  in Denmark or in other parts of the EEA . 
6.8. Vertical links between  offshore transportation by pipeline  and processing of 
natural gas  and wholesale  (upstream  and downstream) supply of natural gas  
(115)  The Commission has also considered whether the Transact ion may strengthen the 
existing vertical link between the Parties’ offshore transportation and processing 
activities  and upstream and downstream wholesale supply  of gas . However, the 
Commission is of the view that the merged entity 's ability and incentives to 
engage in foreclosure strategies are unlikely to be materially affected by the 
Transaction . 
(116)  The Transaction does not create a new vertical link as the Parties are already 
active in the markets for offshore transportation by pipel ine and processing of 
natural  gas and in the market s for upstream and downstream wholesale supply of 
natural gas . 
(117)  As explained above, there is significant spare capacity in gas and oil pipelines and 
processing  hubs  (see paragraphs  (82), (87), (89), (100) , (101) ). The merged entity  
                                                                                                                                                 
72  Contrary to what the Notifying Party submits, the Commission considers that Chevron Denmark is 
active on the downstream market for wholesale supply of natural gas  in Denmark, notwithstanding  that 
all of the gas produced by Chevron Denmark through the DUC is sold internally to Chevro n Products 
UK Limited (”CPUK”) and the latter then further sells it either upstream or downstream. CPUK is not 
part of the Transaction.  
73  See responses to question 29 of the Commission’s questionnaire to customers.  
74  See respons es to question 26 of the Commission’s questionnaire to suppliers and responses to 
question  27 of the Commission’s questionnaire to customers.  
 
22 would not enjoy a veto right in relation to the use of such spare capacity post 
Transaction . As regards the Tyra West – F3 connection pipeline , each owner of a 
participating  interest in the pipeline has the exclusive right to use and freely 
commercialize capacity in the pipeline corresponding to its percentage interest in 
the pipeline to other owners or third parties at its sole discretion . As regards 
interconnection gas and oil pipelines , access  decisions for third parties are taken 
with an affirmative vote of the parties  in the DUC  holding  individually or in 
aggregate a percentage interest in the DUC of at least [ percentage of interest in 
the DUC required to have an affirmat ive vote ]%. As the merged entity will 
hold 43.2% in DUC post Transaction, it will neither be able to take alone , nor to 
veto such a decision. The merged entity will not  be able to take alone decisions on 
access by third parties to the DUC processing  hubs nor to veto such decision s 
either.  Therefore, the Parties would not appear to have the ability to foreclose 
downstream  competitors to any material extent as a result of the Transaction .  
(118)  As most of the upstream gas production of the Parties is sold t o Ørsted  under 
long-term gas supply agreements  (see paragraphs (58) and (59)), and the Parties' 
position on the downstream market for wholesale supply of gas would not be 
materially strengthened  (see paragraph s (68) to (76)) , the Transaction is unlikely 
to increase the incentives to foreclose the Parties’ downstream competitors to any 
material ext ent. Moreover , no concerns were raised by market participants about 
the risk of the merged entity carrying out discriminatory conduct in the provision 
of access to offshore transportation by pipeline and processing of natural gas .  
(119)  The Commission therefore  concludes that the Transaction does not raise serious 
doubts as to its compatibility with the internal market as a result of the vertical 
relationship between offshore transportation by pipeline and processing of natural 
gas, and wholesale (upstream and downstream) supply of natural gas  in Denmark  
or in other parts of the EEA . 
7. CONCLUSION  
(120)  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 Agreement.  
For the Commission 
 
(Signed ) 
 
Margrethe VESTAGER  
Member of the Commission