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 -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels,  03.08.2022  
C(2022 ) 5733 final  
PUBLIC VERSION  
 
PGGM Vermogensbeheer B.V.  
Noordweg -Noord 150  
3704 JG Zeist  
Netherlands  
 
DIF Management B.V.  
Schiphol Boulevard 269 Tower D  
10th floor  
1118 BH Schiphol  
Netherlands  
Subject : Case M. 10719 - PGGM / DIF / FUDURA  
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 28 June 2022 , the  European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which  PGGM 
                                                 
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’).  

 
2 Vermogensbeheer B.V. ( ‘PGGM’, the Netherlands) , and DIF Management B.V. 
(‘DIF’, the Nethe rlands) , acquire within the meaning of Article 3(1)(b) of the 
Merger Regulation joint control of Fudura B.V. (‘Fudura’, the Netherlands) . 
(PGGM and DIF are designated hereinafter as the ‘Notifying Parties’  and together 
with Fudura, the ‘Parties’ ). 
1. THE  PARTIE S  
(2) PGGM  is charged with the management of P GGM Infrastructure Fund, including 
investment management, the exercise of any voting rights attached to the assets, 
fund organisational affairs, fund governance, administration, valuation and 
reporting. PGGM is a subsidiary of PGGM N.V., a Dutch pension administrator 
specialised in the administration of collective pensions. It manages the pensions for 
different pension funds, the affiliated employers and their employees. One of 
PGGM’s portfolio companies, Enna tuurlijk, is an operator of district heating 
networks in 40 municipalities (covering approximately 80 districts) and a generator 
and supplier of heat in the Netherlands.  
(3) DIF is an independent fund management company with a focus on infrastructure 
investmen ts. It focuses on investments in the energy (transition), renewable energy 
generation and other economic infrastructure in core, telecom, transportation and 
social infrastructure sectors in Europe, the Americas and Australasia.  
(4) Fudura is a B2B energy infra structure provider active in (i) the operational lease, 
installation and operation and maintenance of integrated high, medium or low 
voltage grid infrastructure (transformers, switch gears and stations), (ii) the 
engineering, planning and installing of ele ctric vehicle charging infrastructure and 
(iii) the lease, installation, operation and maintenance of electricity, gas and heat 
meters and submeters (including data services such as optimization and 
(automated) system control).  
2. THE  CONCE NTRATION  
(5) Pre-Transa ction, Fudura is solely owned and controlled by Enexis Holding N.V. 
(the ‘Seller’).  
(6) On […], the Seller and […] acting  as purchaser, entered into a signing protoc ol 
with an agreed share purchase agreement (‘SPA’). […] is set up as an acquisition 
vehicle wi th […] as its parent. […] is 50/50 -owned by PGGM and DIF. Pursuant to 
the SPA, […] will acquire all issued and outstanding shares of Fudura from the 
Seller.  
(7) The Notifying Parties will enter into a shareholders’ agreement (‘SHA’) in relation 
to […] on clos ing. From the SHA, it follows that the  Notifying  Parties, through 
[…], will acquire indirect joint control over Fudura:  
(a) The Notifying  Parties will have equal shareholding in […], resulting in equal 
representation and number of votes in […] general meeting.3 Due to this 
                                                 
3 Schedule 2 SHA.  
 
3 equal representation in the general meeting, each of the Parties can take or 
block decisions […]. The SHA additionally provides that […],4 […];5 
(b) […] management board and supervisory board will take decisions by simple 
majority.6 Pursuant to S chedule 3 (Part II) SHA, the business plan and 
appointment of senior management of […] is a supervisory board reserved 
matter requiring approval of a director of each of the Notifying Parties. […];7 
(c) Article 16 SHA contains a deadlock mechanism, […]. In the  absence of a 
resolution, the deadlock remains unresolved.     
(8) Consequently, post -Transaction, PGGM and DIF will acquire joint control over 
Fudura within the meaning of Article 3(1)(b) of the Merger Regulation.  
3. UNION  DIME NSION  
(9) The Transaction has a Union d imension pursuant to Article 1(2) of the Merger 
Regulation.  The undertakings concerned have a combined aggregate worldwide 
turnover of more than EUR 5 000 million ( PGGM : EUR […] million, DIF: EUR 
[…] million , Fudura: EUR […] million ). Two of them have a  Union -wide turnover 
in excess of EUR 250 million ( PGGM: EUR […] million, DIF: EUR […] million), 
and the  undertakings concerned  do not achieve more than two -thirds of their 
aggregate Union -wide turnover within one and the same Member State.  
4. MARKE T DE FINITI ON 
4.1. Electrical engineering services  
4.1.1.   Product market  definition  
(10) Electrical engineering services include services on electrical and telecommunications 
networks, on substations, on power -supply, and on public lighting. In its past 
decisional practice , the Commission has distinguished between the provision of (i) 
electrical, (ii) mechanical and (iii) thermal/air -conditioning engineering services, 
although it left the precise market definition open.8 
(11) Within electrical engineering services, the Commission has considered but left open 
the possibility of further sub -segmenting the market depending on (i) the type of 
business (residential/non -residential); (ii) the type of work 
(installation/maintenance); and (iii) the nature of the service 
(infrastructure/industr y/tertiary sector).9 
                                                 
4 Article 7.1 SHA.  
5 Schedule 4 – Part B SHA.  
6 Articles 5.10 and 7.1 5 SHA.  
7 Article 11.2 SHA.  
8 Cases COMP/ M.10314 – Vinci S.A./Energia Y Servicios Dinsa II , decision of 25 October 2021, 
paragraph  8; COMP/ M.6623 – Vinci/EVT , paragraph  7; COMP/ M.5701 – Vinci/Cegelec , decision of 
26 March 2010, paragraphs  14-21.  
9 Cases C OMP/M.10314 – Vinci S.A./Energia Y Servicios Dinsa II , decision of 25 October 2021, 
paragraph  9; COMP/ M.9270 – Vinci Airports/Gatwick Airport , decision of 15 March 2019, paragraph  
21; COMP/ M.6623 – Vinci/EVT , paragraphs  7-8. 
 
4 (12) In addition , within electrical engineering services, the Commission has considered 
that engineering services on (i) telecommunication networks, (ii) substations,10 and 
(iii) power lines might constitute distinct markets.11 Finally the Co mmission has also 
considered but left open in past decisions potential distinct markets for electrical 
engineering services on public lighting, including street and public place lighting, 
traffic signals, and the illumination of places, monuments and build ings, 
distinguishing between installation and maintenance services.12  
(13) The Notifying Partie s’ submissions do not depart from the Commission’s past 
decisional practice.13 They do indicate , however,  that the sub -segment of substations 
within electrical engineering services includes both the rent/lease of the hardware 
(i.e. the substation) and the related services (installation and maintenance) as an 
integrated solution. The Notifying Parties have confirmed  that there are no 
customers in the Netherlands that  rent a substation without acquiring/contracting the 
additional installation and maintenance services at the same time from the same 
supplier. Moreover, the Notifying Parties have confirmed that there are  no supplier s 
of substations  in the Netherlands  providing leasing/renting services on a standalone 
basis, without installation and maintenance services.14  
(14) In light of the fact that electrical engineering services for substations are always 
provided togethe r with the rental/lease thereof in the Netherlands, t he Commission 
will therefore,  for the purpose s of this Decision , carry out its competitive 
assessment on the basis of a product market  comprising both the leasing/renting of 
substations  and installation and maintenance services  of the same . No distinction 
will be made between installation and maintenance, as all providers in the 
Netherlands provide both installation and maintenance as one package. No 
distinction will be made between residential and n on-residential customers  either, 
as all customers within the substation segment are  all non-residential.15 The 
Commission leaves open whether a distinction based on 
infrastructure/industry/tertiary sector should be made, but will make this distinction 
for the purposes of the competitive assessment in order to assess the narrowest 
plausible market , which for the purposes of this Decision, would be the 
infrastructure sector .   
                                                 
10  Case COMP/M.8870 – E.ON/Innogy , decision of 17 September 2019, footnote 583: substations, also 
known as transformer stations, are electrical devices that transfer electricity between two or more 
circuits through electromagnetic induction.  
11 Cases COMP/M.10314 – Vinci S.A./E nergia Y Servicios Dinsa II , decision of 25 October 2021, 
paragraph 10; COMP/ M.6623 – Vinci/EVT , paragraph 10; COMP/M.5701 – Vinci/Cegelec , decision 
of 26 March 2010, paragraphs 22 -24. 
12  Cases COMP/M.10314 – Vinci S.A./Energia Y Servicios Dinsa II , decision of 25 October 2021, 
paragraph 10; COMP/M.7137 – EDF/Dal kia en France , decision of 25 June 2016, paragraph 132.  
13  Form CO, paragraph 72.  
14  Response of the Parties to question 1(a) RFI I -1 of 28 July 2022.  
15  Response of the Parties to question  1(b) RFI I -1 of 28 July 2022.  
 
5 4.1.2.  Geographic  market definition  
(15) In its past decisional practice , the Commission has consid ered the geographic scope 
of electrical engineering markets to be at least national  in scope , although the precise 
definition was ultimately left open.16  
(16) The Notifying Parties’  submissions do not depart from the Commission’s past 
decisional practice.17  
(17) Given that the Transaction would not raise serious doubts as to its compatibility with 
the internal market even under the narrowest plausible geographic market definition, 
the Commission will leave the exact geographic market definition open for the 
purposes of this Decision.  
4.1.3.  Conclusion  
(18) The Commission will assess the effects of the Transaction on the following markets:  
(a) Product markets:  electrical engineering servic es relating to substations for 
non-residential  customers, comprising the leasing/renting of substations  
together with installation and  maintenance services  limited to the 
infrastructure sector.18  
(b) Geographic markets: the national market  in the Netherlands .  
4.2. Metering services  
4.2.1.  Product market definition  
(19) Metering relates to the measurement of consumed  electricity, gas, water or heat, for 
the purposes of invoicing and providing transparency/optimisation of consumption. 
In its past decisional practice, the Commission distinguished a product market for 
metering services. 19  
(20) In E.ON/Innogy , which was specific to the German market, the Commission 
considered the following sub -segments  to the metering services market , but 
ultimately left the exact product market definition open: (i) gas and electricity,  
possibly segmented between  existing metering point o perator (‘eMPO’) / normally 
responsible metering point operator (‘nMPO’)  and competitive metering point 
                                                 
16 Cases COMP/M.10314 – Vinci S.A./Energia Y Servicios Dinsa II , decision of 25 October 2021, 
paragraph16.  
17  Form CO, paragraph 72.  
18  The Commission will for the purposes of the competitive assessment consider only the in frastructure 
segment, as the market for electrical engineering services is relevant in the case at hand only with 
regards to a vertical link between Fudura upstream and Ennatuurlijk’s provision of district heating 
downstream. In previous cases, the Commiss ion has considered that the distribution of electricity 
would fall within the infrastructure category (Case M.6623 – Vinci/EVT Business , decision of 31 
August 2012, footnote 12). By analogy, the distribution of heat should also be considered to fall 
within  the infrastructure category .  
19 Cases COMP/M .8870 – E.ON/Innogy , decision of 17 September 2019, paragraphs 148 -171; 
COMP/M.3874 – CVC/Ruhrgas Industries , decision of 1 September 2019, paragraphs 17 and 19; 
COMP/M.2890 – EDF/Seeboard , decision of 25 July 2002, paragraphs 25 and following; 
COMP/M.1949 – Western Power Distribution/Hyder , decision of 14 July 2000, paragraphs 15 -16.  
 
6 operator (‘cMPO’);20  (ii) heat and water;  (iii) sub-metering services;21 and (iv) white 
label services.22  
(21) The Dutch Authority for Consumers and Markets (the ‘Dutch Competition 
Authority ’) considered an overall market for gas and electricity metering services in 
relation to large capacity connections .23 The provision of g as and electricity metering 
services includes  the following tasks : (i) the supply and installation of meters, (ii) 
collection of meter reading information, (iii) data analysis to establish the amount of 
energy consumed, (iv) forwarding of data to operators and (v) maintenance of 
meters.24 In the same case, the Dutch Competition Authority  did not consider similar 
market segments for heat and water metering .  
(22) The Notifying P arties  submit that , for the purposes of this decision, a single market 
for metering services  should be considered and that it  should not b e further sub -
segmented  per type of metering . That is  because from a supply -side perspective in 
the Netherlands,  metering companies typically offer metering solutions for 
electricity, gas, heat and water and integrated solutions covering all metering 
activities (from supplying and maintaining meters to the collection of meter data).25 
(23) However, the Notifying Part ies further submit that the competitive landscape differs 
between the heat metering services for large and small capacity connections (i.e. for 
the f ormer, metering services can be performed by the district heat ing supplier o r by 
a third party metering service provider, whilst for the latter, metering services are 
performed by the district heating supplier), for the reasons listed below.  
(24) First , the metering for small capacity connections is covered by certain regulatory 
requirements. The Notifying Part ies submit  that under Article 8 of the Heating 
Supply Act  (Warmtewet),  heat suppliers are required to provide a metering device to 
a user that ca n be read from a distance (i.e. not on the user’s premises). The Heating 
Supply Act, however, only applies to customers with connections with a capacity of 
up to 100kW (i.e. mostly households  and small and medium -sized businesses). 
Connections with a capac ity of more than 100kW (mostly larger corporate 
customers) are not covered by the Heating Supply Act and customers must negotiate 
the price, terms and conditions themselves with a metering services supplier of their 
choice. Consequently, users with large c apacity connections of over 100kW often 
                                                 
20  For more information, see Case COMP/M.8870 – E.ON/Innogy , decision of 17 September 2019, 
paragraph 151.  The Commission will not go further into the distinction eMPO/nMPO/cMPO in this 
Decision, as the concepts are specific to the German market and thus irrelevant for the purposes of 
this Decision.   
21  Case COMP/M.8870 – E.ON/Innogy , decision of 17 September 2019, paragraph 155: sub-metering 
activities are the measurement of energy and water consumption for allocating the consumption to 
individual units within a building (e.g. in multi -residential complexes), as opposed to a meter, which 
measures the consumpti on of a whole building.  
22 White label services are services such as procurement, installation, operation, maintenance and the 
provision of IT solutions, which are provided to the MPO.  
23 Decision of the Dutch Competition Authority in Case 6015/83 – Essent  N.V./Nuon N.V. , paragraph 
75: small capacity connections refer to connections with capacity up to 100 kW. In turn, large 
capacity connections refer to connections with capacity above 100 kW.  
24 Decision of the Dutch Competition Authority in Case 6015/83 – Essent N.V./Nuon N.V. , paragraph 
73-75.  
25  Form CO, paragraphs 83 and ff.  
 
7 procure services separately from other services (e.g. procuring energy from one 
company and metering services from anoth er company).26   
(25) Second , Articles 2(3)(e) and 5(1) of the Heating Supply Act provide that the 
maximum tariff that a supplier can charge for metering services to small capacity 
connections shall be set by the Dutch Competition Authority . According to the 
Notifying Parties,  for the year 2022, it has been set at EUR 22.70 (excl. VAT).27 
Customers that use  small capacity connections do not typically choose their own 
metering company. Instead, the relevant network operator in each heating district is 
responsible for, and is the owner of, the metering devices, as well as being 
responsible for the metering dat a and collection (charging  the relevant metering 
tariff).28 
(26) The Notifying Part ies further  submit  that, i n theory, heat metering services can also 
be provided by third party metering service providers in relation to small capacity 
connections as there is no regulato ry restriction in this respect (i.e. the heat metering 
services market is liberali sed, both in relation to small and large capacity 
connections  in the Netherlands). However, in practice, small capacity connections 
are typically metered exclusively by the district heating suppliers themselves. This is 
because no tailored metering services are necessary in relation to small capacity 
connections and because the maximum regulated  metering tariff is relatively low, 
which makes it less interesting or even  commercially unviable for third party 
metering service providers.29 In this context, the Notifying Parties  submit that 
Fudura does not provide heat metering services  in relation to small capacity 
connections .30 
(27) The Commission has confirmed the Notifying Par ties’ statements regarding the 
different regulatory requirements between heat metering for small and large capacity 
connections in the Netherlands. In light of these requirements , the Commission 
considers that for the purposes of this Decision, heat meteri ng services in the 
Netherlands could plausibly be segmented between large (above 100kW) and small 
(below 100kW) capacity connections. In any event, g iven that the Transaction would 
not raise serious doubts as to its compatibility with the internal market e ven under 
the narrowest plausible product  market definition, the Commission will leave the 
exact product  market definition open for the purposes of this Decision.  
4.2.2.  Geographic market  definition  
(28) In E.ON/Innogy , the Commission considered the markets for meter ing services for 
heat and water to be local in scope, similarly to the markets for metering services for 
gas and electricity. This is due to the specific market structure in Germany, since a 
regulatory framework establishes the network operator as MPO for water and heat 
metering. The Commission also considered the markets for (i) metering services for 
                                                 
26  Form CO, paragraphs 110 -111.  
27  ACM, Tariff Decision Heating 2022, p. 52, available at: 
https://www.acm nl/sites/default/files/documents/tarievenbesluit -warmte%202022.pdf , accessed on 
18 July 2022.   
28  Form CO, paragraphs 115 and ff.  
29  Form CO,  paragraph 117.  
30  Form CO, paragraph 139(2).  
 
8 gas and electricity as cMPO; (ii) sub -metering services; and (iii) white label services 
to be national in scope.31 
(29) The Dutch Competition Authority has defined the relevant market for gas and 
electricity metering services for large connections to be national in scope, noting that 
nearly all metering companies are active in the entirety of the Netherlands and that 
the required authorisation from national grid oper ator TenneT is valid throughout the 
Netherlands.32  
(30) The Notifying Parties consider that the Dutch market for metering services is 
national in scope as metering companies are active throughout the Netherlands. 
Similarly, the Target is not active locally but serves customers nationwide.33  
(31) The geographic scope of the market for metering services  in the Netherlands can 
therefore be considered to be national for the purposes of this Decision.  
4.2.3.  Conclusion  
(32) The Commission will assess the effects of the Transaction on the following markets:  
(a) Product markets: (i) the heat metering services markets, by reference to large 
and small capacity connections  and (ii) the gas and electricity metering 
services market .  
(b) Geographic markets: the national mark et in the Netherlands.   
4.3. District heating  
4.3.1.  Product market  definition  
(33) In district heating, steam or hot water is transported through pipes to buildings for 
heating purposes. A variety of fuels can be used to produce the steam or hot water, 
such as hard coal, lignite, natural gas, coke oven gas, degassing gas, biomass and 
light fuel oil. The heat is distributed through dedicated networks owned by local 
operators.34  
(34) In its past decisional practice , the Commission considered the provision of district 
heating as a separate product mark et.35 In Steag Beteiligungsgesellschaft 
mbH/Siemens Project Ventures GmbH/Steag GuD Herne GmbH , the Commission 
considered a narrower product market distinguish ing the production of district 
heating (including first sales) from the distribution of district h eating to final 
customers (via the district heating network).36 The distinction was made as the JV at 
issue in th at case was not selling directly to final customers, but only to the local 
                                                 
31 Case COMP/M.8870 – E.ON/Innogy , decision of 17 September 2019, paragraphs 174 and 177.  
32 Decision of the Dutch Competition Authority in Case 6015/83 – Essent N.V./Nuon N.V. , paragraphs 
123-125.  
33  Form CO,  paragraph 87.  
34 Case COMP/ M.9990 – Vattenfall GmbH/Engie Beteiligungs -GmbH/Gasag Berliner Gaswerke AG , 
decision of 14 December 2020, paragraph  75.  
35 Case COMP/M.8860 – Fortum/Uniper , decision 15 June 2018,paragraph 147.  
36 Case COMP/ M.8952 – Steag Beteiligungsgesellschaft mbH/Siemens Project Ventures GmbH/Steag 
GuD Herne GmbH,  decision of 21 September 2018, paragraph  17.  
 
9 network owner. In E.ON/Innogy , the Commission did not segment the district 
heating market between generation and supply.   
(35) With reference to the Commission’s decisional practice, the Dutch Competition 
Authority defined a single market for the construction and exploitation of district 
heating networks.37  
(36) The Notifying Part ies’ submissions do not deviate from the Commission and the 
Dutch Competition Authority ’s past decisional practice . According to the Notifying 
Parties,  considering that district heating operators are considered to have  natural 
monopol ies in relation to their district heating networks, it is not necessary to 
consider a further distinction between generation  and distribution  in relation to this 
market.38 
(37) In relation to all of its district networks, the Notifying Parties submit that 
Ennatuurlijk is a generator and distributor of district  heating, with a few exceptions 
where in certain district networ ks Ennatuurlijk does not generate the heat it 
distributes .39  
(38) The Commission concludes that  for the purposes of this Decision , it is not necessary 
to further segment the market for the generation and distribution of district heating, 
because in its competitive assessment, it considers that Ennatuurlijk has a natural 
monopoly in the wider product market in relation to its district heating networks  and 
therefore, the com petitive assessment and its outcome would not differ should the 
market be segmented between the generation and distribution of district heating. .  
(39) In any event, t he exact scope of the product market for district heating  services c an 
be left open because th e Transaction would not  raise serious doubts as to its 
compatibility with the internal market even under the narrowest  plausible product  
market definition.  
4.3.2.  Geographic market  definition  
(40) In its past decisional practice , the Commission defined the relevant geographic 
market as local and limited to the relevant district heating networks.40 The Dutch 
Competition Authority, with reference to Gaz de France/Suez ,41 considered the 
market to be national in scope.42  
(41) The Notifying Parties’ submissions do not deviate fr om the geographic market 
definition of district heating considered by  the Commissio n in its past decisional 
practice.43  
                                                 
37 Decision of the Dutch Competition Authority in Case 6015/83 – Essent N.V./Nuon N.V. , recital 80.  
38  Form CO, paragraph 97.  
39  Form CO, paragraph 97.  
40 Cases M.8860 – Fortum/Uniper , recital 150; M.9990 – Vattenfall GmbH/Engie Beteiligungs -
GmbH/Gasag Berliner Gaswerke AG , recitals 81 -83; M.5793 – Dalkia CZ/NWR Energy , recital 17; 
M.5365 – IPO/ENBW/Praha/PT , recital 16; M.4238 – E.ON/Prazska Plynarenska , recital 21.  
41 Case M.4180 – Gaz de France/Suez , recitals 943 -945.  
42 Decision of the Dutch Competition Authority in Case 6015/83 – Essent N.V./Nuon N.V. , recital 130.  
43  Form CO, paragraph 99.  
 
10 (42) Given that the Transaction would not raise serious doubts as to its compatibility with 
the internal market even under the narrowest plausible geographic market definition  
(i.e. the relevant district heating network) , the Commission will leave the exact 
geographic market definition  for district heating services open . 
4.3.3.  Conclusion  
(43) The Commission will assess the effects of the Transaction on the following markets:  
(a) Product market: the overall market for the generation and distribution of 
district heating.  
(b) Geographic markets: the relevant heating distribution networks as well as the 
overall national market in the Netherlands.  
5. COMPE TITIVE ASSE S SME NT  
5.1. Analytical framework  
(44) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing, 
pursuant to Articles 2(2) and (3), whether they would significantly impe de 
effective competition in the internal market or in a substantial part of it, in 
particular as a result of the creation or strengthening of a dominant position.  
5.1.1.  Horizontal non -coordinated effects  
(45) Horizontal effects are those deriving from a concentration where the undertakings 
concerned are actual or potential competitors in one or more of the relevant 
markets concerned. The Commission appraises horizontal effects in accordance 
with the Horizontal Merger Guidelines.44 Horizontal effects may be  non-
coordinated or coordinated.  
(46) As regards horizontal non -coordinated effects, according to paragraph s 26 et seq. 
of the Horizontal Merger Guidelines, a number of factors (the list of which is non -
exhaustive) may be taken into account in order to determin e whether significant 
non-coordinated effects are likely to result from a concentration, including the 
combined entity’s market power, closeness of competition and barriers to entry 
and/or expan sion.  
5.1.2.  Vertical effects  
(47) According to the guidance set out in t he Non -Horizontal Merger Guidelines,45 a 
merger between undertakings operating at different levels of the supply chain may 
significantly impede effective competition if such a merger gives rise to 
foreclosure.46 Foreclosure occurs where actual or potential c ompetitors’ access to 
supplies or markets is hampered or eliminated as a result of the merger, thereby 
                                                 
44  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (‘Horizontal Merger Guidelines’), OJ C 31, 5.2.2014.  
45  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control  
of concen trations between undertakings (‘ Non-Horizontal Merger Guidelines’ ), OJ C265, 18.10.2008 .  
46  Non-Horizontal Merger Guidelines, paragraphs 17 -18.  
 
11 reducing those companies’ ability and/or incentive to compete.47 Such foreclosure 
may also discourage entry or expansion of competitors or encourage their  exit.48  
(48) The Non -Horizontal Merger Guidelines identify two forms of foreclosure: input 
and customer foreclosure. Input foreclosure occurs where the merger is likely to 
raise the costs of downstream competitors by restricting their access to an 
important in put. Customer foreclosure occurs where the merger is likely to 
foreclose upstream competitors by restricting their access to a sufficient customer 
base.49 
(49) Pursuant to the Non -Horizontal Merger Guidelines, input foreclosure arises where, 
post-merger, the new  entity would be likely to restrict access to the products or 
services that it would have otherwise supplied absent the merger, thereby raising its 
downstream rivals’ costs by making it harder for them to obtain supplies of the 
input under similar prices a nd conditions as absent the merger.50  
(50) In assessing the likelihood of an anticompetitive input foreclosure scenario, the 
Commission examines, first, whether the merged entity would have, post -merger, 
the ability to substantially foreclose access to inputs; second , whether it would have 
the incentive to do so; and third , whether a foreclosure strategy would have a 
significant detrimental effect on competition downstream.51 
(51) Pursuant to the Non -Horizontal Merger Guidelines, customer foreclosure may 
occur when a supplier integrates with an important customer in the downstream 
market. As a result of this downstream presence, the merged entity may foreclose 
access to a sufficient customer base to its actual or potential rivals in the upstream 
market (the input marke t) and reduce their ability or incentive to compete. In turn, 
this may raise downstream rivals’ costs by making it harder for them to obtain 
supplies of the input under similar prices and conditions as absent the merger. This 
may allow the merged entity to  profitably establish higher prices on the 
downstream market.52 
(52) In assessing the likelihood of an anticompetitive customer foreclosure scenario, the 
Commission examines, first, whether the merged entity would have the ability to 
foreclose access to downstre am markets by reducing its purchases from its 
upstream rivals; second , whether it would have the incentive to reduce its 
purchases upstream; and third , whether a foreclosure strategy would have a 
significant detrimental effect on consumers in the downstrea m market.53 For 
customer foreclosure to be a concern, a vertical merger must involve a company, 
which is an important customer with a significant degree of market power in the 
downstream market. If, on the contrary, there is a sufficiently large customer ba se, 
at present or in the future, that is likely to turn to independent suppliers, the 
Commission is unlikely to raise competition concerns  on that ground .54 
                                                 
47  Non-Horizontal Merger Guidelines, paragraph 18.  
48  Non-Horizontal Merger Guidelines, paragraph 29.  
49  Non-Horizontal Merger Guidelines, paragraph 30.  
50  Non-Horizontal Merger Guidelines, paragraph 31.  
51  Non-Horizontal Merger Guidelines, paragraph 32.  
52  Non-Horizontal Merger Guidelines, paragraph 58.  
53  Non-Horizontal Merger Guidelines, paragraph 59.  
54  Non-Horizontal Merger Guidelines, paragraph 61.  
 
12 (53) The three conditions for assessing vertical effects are cumulative so that the 
absence of any of the m is sufficient to rule out the likelihood of anti -competitive 
customer or input foreclosure.55 
5.2. Assessment  
5.2.1.  Introduction  
(54) The Transaction leads to the following  horizontal overlaps and vertical links :56 
(a) horizontal overlap in the overall market for heat metering services (for both 
small and large capacity connections ) in the Netherlands , where both PGGM, 
through its solely controlled portfolio company Ennatuurlijk,  and Fudura  are 
active ; 
(b) vertical link as regards the provision of heat meter ing services for large 
capacity connections in the Netherlands where Fudura is active (upstream) 
and the provision of  district heating services in the Netherlands where 
Ennatuurlijk is active (downstream);  
(c) vertical link as regards  the provision of gas and  electricity metering services 
for large capacity connections in the Netherlands where Fudura is active 
(upstream) and the provision of district heating services in the Netherlands 
where Ennatuurlijk is active (downstream); and  
(d) vertical link as regards  the provision of electrical engineering services on 
substations , by reference to non -residential business and infrastructure 
services in the Netherlands where Fudura is active (upstream) and  the 
production and distribution of district heating  services  in the  Netherlands 
where Ennatuurlijk is active (downstream).  
5.2.2.  Horizontal  overlap   
(55) In this Section, the Commission assesses whether the Transaction would give rise to 
serious doubts regarding its compatibility with the internal market as a result of the 
potential elimination of competitive constraints between the Parties in the overall  
market for heat metering services in the Netherlands.   
(56) For the reasons detailed below, the Commission finds that the Transaction does not 
give rise to serious doubts regard ing its compatibility with the internal market as a 
result of the horizontal overlaps in the overall market for heat metering services in 
the Netherlands.  
                                                 
55  See Case T -370/17 KPN BV v European Commission , Judgment  of the General Court of 
23 May  2019, EU:T:2019:354, paragraph 119.  
56  The present Decision a ssesses the horizontal overlaps and vertical links brought about  by the 
Transaction as regards the narrowest product and geographic market definitions, with the exception of 
the horizontal overlap in the market for heat metering services in the Netherlands . As regards the 
latter, the Parties’ activities do not overlap in the narrower product markets for the provision of heat 
metering services, because Fudura only offers heat metering services to large capacity connections, 
whilst Ennatuurlijk only offers he at metering services to its district heating customers with small 
capacity connections. For the remaining (vertical) links, the wider product and geographic markets 
are not further discussed since the Transaction does not raise serious doubts as to its com patibility 
with the internal market even under the narrowest plausible market definitions.  

 
14 in a market with a post -merger HHI below 1 000. Such markets normally do not 
require extensive an alysis ”.59  
(62) Finally, considering the fact that Ennatuurlijk and Fudura  serve different customer 
segments as described above , the Parties are not close competitors in the wider 
market for the provision of heat metering services . 
(63) In light of the above, the Commission considers that  the Transaction does not raise 
serious doubts as to its compatibility with the internal market with regard to the 
horizontal overlap in the market for heat metering services .   
5.2.3.  Vertically affected markets  
5.2.3.1.  Heat metering services (upstream) and district heating  services (downstream)  
(64) The Transaction gives rise to a vertical link in the Netherlands between Fudura’s  
upstream provision of heat metering services for large capacity connections  and 
Ennatuurlijk’s downstream generation and supply of district heating . Metering of 
end-customers’ district heating consumption is an obligation under EU law ,60 and 
suppliers of district heating often procure metering services in order to be able to 
provide an integrated service .61   
(65) In this Section, t he Commission assesses whether the Transaction would result in 
input foreclosure of Ennatuurlijk’s district heating competitors and/or customer 
foreclosure of Fudura’s heat metering competitors in the Netherlands.  For the 
reasons det ailed below, the Commission finds that the Parties  will not have the 
ability or the incentive to engage in either input, or customer foreclosure strategies.  
(66) Ennatuurlijk and other district heating companies provide heat metering services to 
small capacity conn ections as part of their integrated service. Ennatuurlijk has no 
intention to outsource and purchase on the market heat metering services in relation 
to these smaller connections. Fudura only provides heat metering services for large 
capacity connections. As such, there does not exist a (potential) vertical relation for 
small capacity connections, but only in relation to large capacity connections.62 
                                                 
59 Horizontal Merger Guidelines, paragraph 19.  
60  Directive 2012/27/EU of the European Parliament and of the Council of 25 October 2012 on energy 
efficiency, amending Directives 2009/125/EC and 2010/30/EU and repealing Directives 2004/8/EC 
and 2006/32/EC Text with EEA relevance , as amended (the “Energy Efficiency Directive”), Article 9 
(1). 
61  Non-Horizontal Merg er Guidelines, paragraph 34.  
62  For the purposes of this Decision, a potential conglomerate link between the market for the generation 
and supply of district heating to end -customers with  large capacity connections of over 100kW  (by 
Ennatuurlijk) and the provision of heat metering services to end customers with large capacity 
connections of over 100kW  (by Fudura) will not be further discussed due to its limited effect. More 
specifically, the Notifying Parties submit that the vast majority of  Ennatuurlijk ’s customers are 
customers with small capacity connections below 100kW. In this context, Ennatuurlijk provides heat 
metering services itself to these customers. Thus, Ennatuurlijk supplies heat metering services to 
approx imately  [90-100]% of its connections to the district heating network. As Fudura only services 
large capacity connections, Ennatuurlijk’s connections are not an addressable segment for Fudura, nor 
for other third party heat metering service providers. Furthermore, t he remainder of the connecti ons 
(i.e. approx imately  [5-10]%) are serviced by third party metering services providers, of which a part 
is serviced by Fudura. All of the heat connections in relation to which metering services are provided 
by third parties are large capacity connections , with the exception of a number of older meters with 
 

 
16 the meter supplied by meter manufacturers.66 In turn, a customer of Ennatuurlijk’s 
competitors could decide to purchase a heat meter directly from a supplier  of district 
heating . 
(70) The Commission therefore  considers that, post -Transaction, the Parties are  unlikely 
to have the ability to engage in an input foreclosure strategy in the Netherlands.   
(71) In terms of incentives, the Commission notes that PGGM and DIF will jointly 
control Fudura and indicate that they do not intend having an exclusive supply -
purchase relationship between Fudura and Ennatuurlijk post -Transaction. 
Furthermore, a n input foreclosure strategy would be contrary to the interests of DIF 
and of its fiduciary obligations in relation to its investors  since any strategy that 
would benefit Ennatuur lijk would only benefit PGGM and not DIF . Moreover , 
notwithstanding the fact that Fudura provi des heat metering services for large 
capacity connections , […]. Indeed, Fudura generates only EUR […] million in 
revenue from heat metering services, which is a negligible activity to Fudura.67  
(72) In any event , the cost factor of heat metering services as part of the overall district 
heating services provided to large capacity connections amounts to only [10-20]%. 
Therefore  and because district heating services can be offered without offering heat 
metering services , the standalone metering services provided by Fudura may in 
addition  not qualify as a critical component without which Ennatuurlijk could not 
offer district heating.68  
(73) Therefore , the Commission considers that it is unlikely that the Parties  would have 
any incentive to engage in an input foreclosure strategy post -Transaction.  
(74)  Based on the above considerations and all evidence available to it , the C ommission 
considers that the Transaction does not raise serious doubts as to its compatibility 
with the internal market in terms of input foreclosure.  
5.2.3.1.2.  Customer foreclosure  
(75) In terms of ability to foreclose  customers , even though Ennatuurlijk has a monopoly  
regarding its own district heating areas, the relevant procurement market for heat 
metering services is broader than just Ennatuurlijk’s districts  and includes all of the 
Netherlands . The Netherlands has around 18 major heating districts and about 500 
smaller heating districts. Ennatuurlijk offers district heating in 40 municipalities 
covering approximately 80 heating districts. On a national basis, Ennatuurlijk cover s 
[10-20]% of all district heating (based on the number of connections, which includes 
both small and large capacity connections). When looking specifically at the 
procurement market for heat metering services for large capacity connections only, 
Ennatuurlijk’s share of demand would be approximately [20-30]%.69  
(76) Based on the above considerations  and all evidence available to it , the Commission 
considers that it is unlikely that the Parties would  have any ability to engage in a 
customer foreclosure strategy post -Transaction.  
                                                 
66  Form CO, paragraph 157.  
67  Form CO, paragraph 160.  
68 Non-Horizontal Merger Guidelines, paragraph 34.  
69  Form CO, paragraph 160(1).    

 
18 market share of [30-40]%.71 Furthermore, Fudura faces a number of strong 
competitors on this market, such as Kenter  ([20-30]%), Joulz  ([10-20]%), Anexo ([5-
10]%), INNAX ( [5-10]%) or TUMS  ([5-10]%). Kenter and Joulz have consistently 
held strong market positions over the past years. Under  a hypothetical scenario 
where Fudura would decide to limit or stop supplying district hea ting companies 
other than Ennatuurlijk, these companies would most likely continue to have access 
to gas and electricity metering services by several competing suppliers.  Therefore, 
post-Transaction, the Parties are  unlikely to have the ability to engage i n an input 
foreclosure strategy. There is no need to assess the incentive to foreclose or overall 
impact of such strategy in light of the first condition not being fulfilled.  
(83) As regards customer foreclosure,  the gas and electricity metering services that 
Ennatuurlijk procures from Fudura are used to perform checks on energy 
installations. Unlike heat metering services, these services are therefore for 
Ennatuurlijk’s own limited captive use and are not intended to be further sold to , or 
used by , third partie s. There is therefore virtually no possibility for Fudura to 
increase sales to Ennatuurlijk  since Fudura’s services already cover Ennatuurlijk’s 
needs for its heating generation facility. In addition, Ennatuurlijk is not a big enough 
customer for Fudura to  rely on supplying to Ennatuurlijk only, due to the negligible 
procurement share of Ennatuurlijk which relates only to Ennatuurlijk’s own limited 
captive use .72 Therefore, it would be impossible for Ennatuurlijk to engage in a 
conduct with Fudura which woul d lead to customers being foreclosed or harmed. 
Therefore, post -Transaction, the Parties are  unlikely to have the ability  to engage in a 
customer foreclosure strategy.  There is no need to assess the incentive to foreclose or 
overall impact of such strategy  in light of the first condition not being fulfilled.  
(84) Based on the above considerations and all evidence available to it, the Commission 
concludes that an input or customer foreclosure strategy by the Parties post-
Transaction is unlikely.  
(85) Therefore, the C ommission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regards to the vertical 
links between gas and electricity metering services and district heating.  
5.2.3.3.  Electrical engineering services on substations (upstream) and district heating  
services (downstream)  
(86) The Transaction gives rise to a vertical link between Fudura’s upstream provision of 
electrical engineering services on substations, by reference to non -residential 
business active in the  infrastructure sector in the Netherlands and Ennatuurlijk’s 
downstream provision of district heating  in the Netherlands . In this context,  
Ennatuurlijk rents substations and sources related installation and maintenance 
services from Fudura for its generati on of heating.  
                                                 
71 Form CO, paragraph 167: on the broader relevant product market including small capacity 
connections, the Notifying Parties have confirmed that the market share of Fudura would be much 
lower.   
72  Form CO, paragraph 169.  
* As explained in Recital 81, the market shares provided in Table 3 relate to the provision of gas and 
electricity metering services to large capacity connect ions in the Netherlands instead of the provision 
of heat metering services that is indicated in the title of Table 3.  

 
20 (90) In terms of input foreclosure, on a market for electrical engineering services on 
substations for customers active in the infrastructure sector in the Netherlands , 
Fudura is only one of many strong competitors, including Kenter  ([20-30]%), Joulz 
([10-20]%) and others  ([30-40]% combined) , all of which also offer an integrated 
solution comprising both (i) the renting/leasing of substations and (ii) installation 
and maintenance services . Fudura also cannot increase the sale of such integr ated 
solution s for substations by serving only Ennatuurlijk. This would require a material 
expansion of Ennatuurlijk’s supply, given that Ennatuurlijk only procures the 
substations to run its heat generating facilities. Ennatuurlijk’s total spend on 
substa tions and related services amounts to EUR […], which represents less than [0-
5]% of Fudura’s activities in the provision of electrical engineering services on 
substations .  
(91) Therefore, post -Transaction, the Parties are  unlikely to have the ability to engage  in 
an input foreclosure strategy. There is no need to assess the incentive to foreclose or 
overall impact of such strategy in light of the first condition not being fulfilled.  
(92) In terms of customer foreclosure, Ennatuurlijk already rents all of its substa tions and 
sources all of its related installation and maintenance services from Fudura. 
Therefore, no competitor of Fudura would be foreclosed in a hypothetical scenario 
where Ennatuurlijk would exclusively purchase from Fudura. In any event, [80-90]% 
of the district heating connections in the Netherlands is supplied by other companies 
than Ennatuurlijk . These other companies  also require substations  and related 
services . In addition, substations and transformers are also procured by companies 
active in other sectors, such as the gas or electricity sectors.  
(93) Therefore, post -Transaction, the Parties are  unlikely to have the  ability  to engage in a 
customer  foreclosure strat egy. There is no need to assess the incentive to foreclose or 
the overall impact of such a strategy in light of the first condition not being fulfilled.  
(94) Based on the above considerations and all evidence available to it, the Commission 
concludes that an in put or customer foreclosure strategy by the Parties  post-
Transaction is unlikely.  
(95) Therefore, the Commission considers  that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regards the vertical links 
betwe en electrical engineering services and district heating.  
  
                                                                                                                                                      
of Fudura and its competitors identified in Table 4 would materially decrease. The Commission 
considers that it is not relevant to further consider the vertical link based on a market that includes 
other suppliers that  sell substations, as (i) Ennatuurlijk does not purchase substations, but only rents 
them, including procuring installation and maintenance services, and (ii) the market share of Fudura 
would materially decrease.  
 
21 6. CONCLUSION  
(96) 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 deci sion 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  
Executive Vice-President