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, 17.12.2021  
C(2021 ) 9826 final  
PUBLIC VERSION  
 
Meridiam Investments 3 SAS  
4, Place de l’Opéra  
75002 Paris  
France  
Allianz Leben Infrastrukturfonds GmbH,  
APKV Infrastrukturfonds GmbH,  
AZ-SGD Infrast rukturfonds GmbH  
Seidlstraße 24 -24a 
80335 Munich  
Germany  
Subject : Case M.  10387 — MERIDIAM / ALLIANZ / NEUCONNECT  
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 17 November 2021 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Meridiam Investment 3 SAS  (France ), controlled by Meridiam SAS (“Meridiam”, 
                                                 
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’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 France) and Allianz Leben Infrastrukturfonds GmbH, APKV Infrastrukturfonds 
GmbH and AZ -SGD Infrastrukturfonds GmbH  (Germany) , belonging to the Allianz 
Group (“Allianz”, Germany) acquire within the meaning of Article 3(1)(b) and 3(4) 
of the Merger Regulatio n joint control of  NeuConnect Holdings BV (Netherlands) 
and its operative subsidiaries  NeuConnect Britain Limited  (United Kingdom) and 
NeuConnect Deutschland GmbH (Germany) ( all three  undertakings jointly referred 
to as “NeuConnect” ). Meridiam and Allianz are designated hereinafter as the 
“Notifying Parties” and together with NeuConnect as the “Parties”.   
1. THE  PARTIE S  
(2) Meridiam is a global investor and asset manager specializing in long -term 
investments in public and community infrastructure.  As a financial investor 
Meridiam is active in the generation of electricity in Germany via […].3 
(3) Allianz  is a global financial services provider with services predominantly in the 
insurance and asset management business.  Allianz ’ portfolio companies  i.a. hold 
financial investments in various electricity  generation  assets in Germany, which in 
2020 had a total  capacity of […]. 
(4) NeuC onnect is active in the development and subsequent construction  and operation  
of a subsea and underground high voltage direct curre nt electricity link between  the 
Isle of Grain in the south east of England, and Wilhelmshaven in northern Germany  
(“the Interconnector” or “the Project”) . 
2. THE  CONCE NTRATION  
(5) The proposed transaction concerns a planned change in the activity of NeuConnect 
rendering it a full -function joint venture within the meaning of Ar ticle 3(4) of the 
EUMR.4 So far, although NeuConnect is already jointly controlled by the Notifying 
Parties, it does not fulfil the criteria for full -functionality as it is not performing on a 
lasting basis all functions of an autonomo us economic entity. NeuConnect  is 
currently in the development phase with respect to the Project. Its current activities 
are limited to assisting the Notifying  Parties for the purpose of carrying out certain 
prepa ratory steps for the poten tial future realisation  of the Interconnector.   
(6) By January 2022, the  Notifying  Parties expect  NeuConnect to enter into the 
construction phase of the Project. This w ould constitute a change in the activities of 
NeuConnect, which w ould render it  a full -function joint venture within the meaning 
of Article 3(4) of the EUMR .5 
(7) In particular,  by […] the Notifying Parties expect  to have  obtained committed debt 
financing from lenders, as they expect to have  fulfilled the key conditionst in  respect 
of third -party finance for the realisation of the Project (“Financial Close”) , triggering 
the transition from the Project’s development phase into its construction phase : 
                                                 
3  […].  
4  See also paragraph 109 of the Commission Consolidated Jurisdictional Notice under Council Regulation 
(EC) No 139/2004 on the control of concentrations between undertakings, OJ 2008, C 95/1 (the “CJN”).  
5  On NeuConne ct’s full -functionality post transaction, see Section 2.2. below.  
 
 
3 a. The Notifying Parties expect to have obtained all consents, permits and 
approvals, which are […], and thus are of an essential core importance for 
the realisation of the Project.6 
b. The Notifying Parties  will also enter into an agreement pursuant to which 
they commit providing […]. With immediate effect of Financial Close, the 
Notifying Parties  will be bound to their commitment and be required to 
provide the relevant financial resources  to NeuConnect to initiate the 
construction p hase […]. 
c. Shortly after Financial Close, NeuConnect will start drawing down the 
financing to initiat e the construction of the Interconnector and start the 
hiring process for […]. To manage the construction phase, the number of 
NeuConnect’s employees will subsequently be increased to […]. 
(8) The completion of these steps, individually or in combination, will  result in a change 
in the activity of NeuConnect , as it will trigger the immediate commencement of t he 
Project’s construction phase , rendering NeuConnect a full -function joint venture . 
2.1. NeuConnect will be jointly controlled by Meridiam and Allianz  
(9) Followi ng the concentration, Meridiam will continue to hold […] and Allianz will 
continue to hold […] of the share capital in NeuConnect.7 
(10) Meridiam and Allianz will have joint control over NeuConnect on the basis of veto 
rights over the business plan,  investments , as well as the a ppointment  and revocation  
of NeuConnect’ s management .8 These give each Notifying Party the power to reject 
proposed strategic decisions over NeuConnect and hence produce a deadlock.  
(11) In particular, t he approval of the business plan , the approval of investments by 
NeuConnect in third undertaking s, as well as the appointment  and revocation  of 
NeuConnect’s Chief Executive Officer, Chief Technical Officer and Chief Financial 
Officer constitute  “reserved matter s” under the Shareholders’ A greement ( “SHA ”), 
which require  a resolution of shareholders representing at least 75.1% of 
NeuConnect’s shares.9 
(12) If the General  Meeting fails to approve  a proposed “reserved  matter ” by the requisite 
majority  of 75.1%, then such matter will not be adopted . There is no mechanism in 
place which would compel Meridiam and Allianzto resolve the deadlock situation 
together .  
(13) Meridiam and Allianz must therefore reach a common understanding in determining 
the commercial policy and the composition of NeuConnect’s ma nagement. It follows 
that, although being a minority shareholder, Allianz possesses veto rights which are 
                                                 
6  The Notifying Parties submit that t here are  currently  only […] consents, permits and approvals 
outstanding which NeuConnect requires to fulfil all conditions for Financial Close and to c ommence the 
Construction Phase ; see paragraph 36 Form CO. The Notifying Parties are confident about the timely 
issuance of those,  given their extensive experience in large -scale energy projects. See also paragraph 20 
below.  
7  The remaining 20.3% of NeuCo nnect’s share capital will be held by […] and […]. […]and […] do not 
hold joint control over NeuConnect.  
8  See Commission Consolidated Jurisdictional Notice, rec. (67).  
9  See Annex 5 to the Form CO – Shareholders’ Agreement, section 8; section 10;  Schedule 2.  
 
 
4 sufficient to enable it to exercise influence in relation to the strategic bu siness 
behaviour of NeuConnect.  
(14) In light of the above, NeuConnect will be  jointly controlled by Meridiam and 
Allianz.  
2.2. NeuConnect will be a full -function joint venture  
(15) NeuConnect will upon Financial Close be performing on a lasting basis all the 
functions of an autonomous undertaking operating in the market for the p rovision of  
transnational interconnector capacity for electricity transmission . 
(16) First, NeuConnect  will have a management dedicated to its day -to-day business , 
which will be able to autonomously determine its commercial policy pursuant to  
NeuConnect’s  own interests.  NeuConnect will also have […] employees after 
Financial Close .10 
(17) Second, NeuConnect will  construct and operate the firs t of its kind i nterconnector 
between Germany and Great Britain. This includes the operation of all relevant 
functions that are required for the construction of the Interconnector as well as its 
future operation. As such , NeuConnect will have its own presence on the marke t.11  
(18) Third,  NeuConnect will not have significant sale/purchase relations with the 
Notifying Parties. During  the construction phase of the Interconnector, NeuConnect 
does not envisage having any relevant business dealings with  the Notifying Parties . 
In addi tion, during the operation phase, NeuConnect does not intend to make 
significant sales to the Notifying Parties, as the latter are not active to a significant 
extent on markets, which are up - or downstream to those on which NeuConnect will 
be active.12 
(19) Four th, NeuConnect  will construct a long -term infrastructure project, and upon 
completion of constructio n in 2026, it will  also operate the Interconnector.  The 
Shareholder Agreement between the Notifying Parties with respect to NeuConnect’s 
operation does not provide for an expiry date.  On this basis, NeuConnect will 
operate on a lasting basis.  
(20) Finally,  NeuConnect has obtained the majority of regulatory licenses required for the  
constru ction of the Interconnector, and the Parties are confident about the timely 
issuance of the outstanding licenses, given its parent companies’ extensive 
experience in large -scale energy projects.13  
(21) Therefore, NeuConnect will be a full -function joint venture.  
3. UNION  DIME NSION  
(22) The undertakings concerned have a combined aggregate world wide turnover of more 
than EUR 5 000 million  (Meridiam Group: […]; Allianz Group: […]; NeuConnect: 
                                                 
10  See paragraph 51, Form CO.  
11  See paragraph 55, Form CO.  
12  See paragraph 56 et seq ., Form CO.  
13  See paragraph 37 et seq., Form CO.  
 
 
5 […])14. Meridiam and Allianz  have a Union -wide turnover in excess of EUR 250 
million  (Meridiam Group: […]; Allianz Group: […]), but they do not achieve more 
than two -thirds of their aggregate Union-wide turnover within one and the same 
Member State. The notified operation therefore has a U nion dimension.   
4. MARKE T DE FINITION  
(23) NeuConnect will construct  and as from 2026 operate  a subsea and underground high 
voltage direct current electricity link between the Isle of Grain in the south east of 
England, and Wilhelmshaven in northern Germany . 
(24) Both Notifying Parties hold financial investments in various assets in Germany, 
which are active in the generation and wholesale of electricity.  
(25) The proposed  transaction therefore  gives  rise to a prospective vertical link  between 
the upstream market for the generation and wholesale supply of electricity, in which 
the Notifying Parties  are active thr ough various assets  located in Germany, and the 
downstream market for the provision of transnational interconnector capacity for 
electrici ty transmission, in which NeuConnect  will be active as from 2026.  
4.1. Product  market definition  
4.1.1.  Provision of transnational interconnector cap acity for electricity transmission  
(26) In the past, the Commission has consistently considered each electricity transmission 
network as a separate relevant product market whose geographic scope coincides 
with the area covered by the transmission grid. Each tra nsmission system operator 
has been accordingly considered as a monopolist on its own network.15 Within the 
market for electricity transmission, t he Commission  has previously also  considered a 
separate product market for the provision of interconnector capac ities involving a 
“cross -border flow” of electricit y between different countries.16 A cross -border flow 
refers to electricity that is transmitted from one State to another by means of 
interconnection of the respective transmission grids.17 
(27) The Notifying Part ies d o not dispute  the previous decision practice of the 
Commission.18 
(28) In this light, and for the purposes of this decision, the Commission considers that the 
relevant product market is the market for the provision of transnational 
interconnector capacity f or electricity transmission.  
4.1.2.  Generation and wholesale supply of electricity  
(29) The Commission has a consolidated case practice of defining the market for the 
generation and wholesale supply of electricity as encompassing the trading on the 
wholesale market o f the generated electricity within a certain geographic market as 
                                                 
14  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
15  Case M.8871 – RWE / E. ON ASSETS, para. 21.  
16  Case M.5154 – CASC JV, paras. 18-22. 
17  Case M.5707 – Tennet / E.ON, para. 8. 
18  See paragraphs 111 et seq., Form CO.  
 
 
6 well as the electricity that is physically imported into this geographic market via 
interconnectors, irrespective of the source of generated electricity (such as nuclear , 
lignite, wind, sola r, etc.).19 This market definition is not  disputed by the Notifying 
Parties . 
(30) The Commission notes that the Bundeskartellamt (German Federal Cartel Office, 
“FCO”) has typically considered a separate market for renewable -based generation 
that benefits from pu blic subsidies under the German Renewable Energies Act 
(Erneuerbare Energien Gesetz, “EEG”).20 The FCO bases its view on the fact that 
whilst renewable generation under the EEG exerts competitive pressure on 
conventional generation (such as nuclear, lignite , gas), conventional assets exert very 
limited competitive pressure on renewables falling under the EEG. This is because 
the subsidies under the EEG make renewables significantly less costly than any other 
technologies and as such, will always be offered t o the market place first. As the way 
in which renewables generation is remunerated develops, this may change in the 
future.  
(31) The Commission considers that in this particular case the market definition can 
ultimately be left open as no competition concerns would arise whether the market is 
defined as encompassing both conventional and renewable generation falling under 
the EEG or  whether a separate market were to exist for conventional generation 
(including renewables not covered by the EEG -scheme) on the one hand and 
renewable generation falling under the EEG on the other.  
4.2. Geographic market definition  
4.2.1.  Provision of transnational  interconnector capacity for electricity transmission  
(32) The Commission has previously considered that the geographic scope of the market 
for the provision of transnational interconnector capacity for electricity transmission 
would in principle be limited to the respective interconnector line,21 rendering  the 
operator of such an interconnector a natural monopolist. While  the Commission 
found that  it is in principle possible for market participants to substitute certain 
interconnectors when booking interconnecto r capacity by using others, this will 
normally lead to an increase in the number of interconnectors used to complete the 
specific transmission booking path (e.g. transmitting electricity through NeuConnect 
vs. Germany -the Netherl ands-the UK) .22 As the Notifying Parties confirm,23 when 
the Project will  enter into operation in 2026, it will  be the sole interconnector 
between Germany and the United Kingdom, and a s such no direct substitute  exists. 
(33) The Notifying Parties submit that the relevant geogr aphic market for the provision of 
transnational interconnector capacity should not be limited to the respective 
interconnector line. According to the Notifying Parties, the harmonized legal 
framework at EU level combined with a high degree of market transp arency results 
in significant demand -side substitution between interconnectors at EU level. In this 
respect, the Notifying Parties submit that planned interconnectors between Belgium 
                                                 
19  Case M. 8871 – RWE / E.ON Assets, para. 13 et seq.  ; See also Case M.8870 – E.ON / INNOGY , para. 
35. 
20  See e.g. B4 -80/17 – EnBW / MVV, para. 93.  
21  Case M.5154 – CASC JV, para. 21. 
22  Idem.  
23  Paragraph 102, Form CO.  
 
 
7 or the Netherlands on the one side and the UK on the other side  will be s ubstitutable 
with the Project in the future, since Belgium and the Netherlands also have 
interconnector lines to Germany.24  
(34) The Commission considers that for the purposes of this decision it can be left open 
whether the market for the provision of transnat ional interconnector capacity for 
electricity transmission only encompasses the respective interconnector line, or 
whether other interconnection  lines connecting two electricity grids through an 
intermediate grid should be considered as part of the same ge ographic market, as no 
competition concerns would arise even under the narrowest geographic market 
definition.  
4.2.2.  Generation and wholesale supply of electricity  
(35) The Commission has generally defined the market for the generation and wholesale 
supply of elec tricity as national in scope.25 However, the Commission has also 
recognised that in some instances the presence of a sufficiently large interconnection 
capacity between Member States may justify broadening the geographic scope of the  
market.26 This could also be the case if two Member States belong to the same 
bidding area ,27 meaning areas in which market participants are able to exchange 
electricity without the need for attribution of cross -zonal capacity28.  
(36) In the case of Germany,  the Commission has previously  left open  the question 
whether  the geographic market for the generation and wholesale supply of electricity 
should be defined as wider than the German territory due to the interconnection and 
existence of a common bidding zone with Luxembourg .29 
(37) The Notifying Parties are of the view that the market for the generation of electricity 
should have the same geographic scope as the market for the provision of 
transnational interconnector capacity for electricity transmission.30 
(38) For the purpose of this d ecision, the question whether, with respect to Germany, the 
geographic market for the generation and wholesale supply of electricity should be 
defined as wider than the German territory due to  possible  present or future  
interconnection s and the existence of  common bidding zone s with other territories,  
can ultimately be left open as no competition concerns would arise even if the 
geographic market were limited to Germany alone.  
4.3. Conclusion on Market Definition  
(39) In light of the above, and for the purposes of thi s Decision, the competitive 
assessment will be based on the following market definitions:  
                                                 
24  Paragraph 111 et seq. Form CO.  
25  Case M.5979 – KGHM/TAURON Wytwarzanie/JV, para. 24; Case M.5711 – RWE/Ensys, para. 21; Case 
M.4180 – GDF/Su ez, para. 726.  
26  Case M.3268 – Sydkraft/Graninge, para. 27; Case M.3868 – DONG/Elsam/Energi E2, paras. 258-260. 
27  Case M.8870 – E.ON / INNOGY, para. 36. 
28  See Art. 2 Regulation (EU) 2019/943 of the European Parliament and of the Council of 5 June 2019 on the 
internal market for electricity  
29  Idem.  
30  Supra , 35. 
 
 
8 (a) the market for the provision of transnational interconnector capacity for 
electricity transmission , which is  limited to the respective interconnector 
line; and  
(b) the generation and wholesale supply of electricity irrespective of the source 
of generated electricity (such as nuclear, lignite, wind, solar, etc.)  in 
Germany.  
5. COMPE TITIVE ASSE SSME N T 
(40) NeuConnect  may hold a monopoly in the market for the provision of tra nsnational 
interconnector capacity for electricity transmission between Germany and the UK , 
once the Interconnector’s capacity is available, expected as of 2026 . Since the 
Interconnector  will constitute an infrastructure between Germany and the UK, it can 
be used by the Parties to sell to the UK th e electricity generated in the  biogas plants 
and windfarms located in Germany  in which they hold investments . Therefore, the 
Transaction will bring about a vertical relationship between the upstream market for 
generation and wholesale of electricity in Germany, and the downstream  market for 
the provision of transnational interconnector capacity for electricity tr ansmission  
between Germany and the UK.  
5.1.1.  Analytical framework  
(41) Vertical non -coordinated effects may principally arise when non -horizontal 
concentrations give rise to foreclosure .31 
(42) The Commission has in general distinguished between two forms of foreclosure . The 
first is where the merger is likely to raise the costs of downstream rivals by 
restricting their access to an important input (input foreclosure). The second is where 
the merger is likely to foreclose upstream rivals by restricting their access to a 
sufficient customer base (customer foreclosure).32  
(43) With regards to customer foreclosure, the object of the assessment is to ascertain 
wether the Transaction could lead to foreclosure of the Parties’ downstream rivals in 
the provision of transnational interconnector capacity for electricity transmission 
between Germany and the UK . On a market the geographic scope of which is limited 
to the NeuConnect interconnector, foreclosure is not conceivable.  
(44) Even in case a broader geographic scope were to be consi dered, comprising 
alterntive interconnectors connecting Germany and the UK through intermediate 
states,33 the Parties would lack the  ability to engage into customer foreclosure 
strategies. In view of the Notifying Parties’ de minimis  activities on the  marke t for 
the generation and wholesale of electricity , representing significantly less than 1% of 
                                                 
31  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 265, 18.10.2008 (“Non -Horizontal Merger Guideli nes”), 
paragraph 18.  
32  Non-Horizontal Merger Guidelines, paragraph 30.  
33  Supra, paragraph 32. 
 
 
9 the market in Germany34, the Parties are not in a position to restrict operators of 
alternative interconnectros from access to a significant customer base.  
(45) With re gards to input foreclosure, it will in the following be examined whether the 
Transaction might give rise to foreclosure of the Parties’ rivals in the market for 
generation and wholesale of electricity, by restricting their access to NeuConnect’ s 
Interconne ctor.  
5.1.2.  The Commission’s assessment  of input foreclosure  
(46) Despite the Parties' potential monopoly in the market for the provision of 
transnational interconnector capacity for electricity transmission between Germany 
and the UK , the Commission considers that the Transaction will not raise serious 
doubts as to its compatibility with the internal market with respect to non -horizontal 
effects , since the Parties possess neither the ability, nor the incentives to engage in 
foreclosure strategies.  
Ability to forecl ose 
(47) Due to the sectoral regulation in place, the Parties will have no influence on the 
access and the allocation of capacity of the  Interconnector.  
(48) As required under the Commission Regulation (EU) 2016/1719 establishing a 
guideline on forward capacity allocation (the “FCA Regulation”),  NeuConnect will 
offer interconnector capacity for electricity through the allocation platform operated 
by the Joint Allocation Office (“JAO”).35 NeuConnect’s Interconnector capacity  will 
therefore  be allocated exclusively via auctions on the JAO  platform . 
(49) The platform is subject to specific rules on transparency and non -discriminatory 
access. It needs to publish all relevant information about the auction before its 
opening and participants, both on the buy -side as well as o n the supply -side, need to 
be admitted by the platform provider based on non -discriminatory and transparent 
participation terms.36 The auction process itself is held in a non -discriminatory and 
transparent procedure.  
(50)  Regulation of capacity availability and  allocation, as well as the auction process 
falls under the supervision of the German Federal Network Agency 
(Bundesnetzagentur – “FNA”), as well as the Agency for the Cooperation of Energy 
Regulators (“ACER”).  
                                                 
34  See paragraph 148 et seq., Form CO.  
 
35  JAO is a service company organizing auctions for cross border transmission capacity.  JAO is jointly 
operated by 25 transmission system operators from 22 countries, namely 50Hertz (DE), Amprion (DE), 
APG (AT), ČEPS (CZ), CREOS (LU), Eirgrid (IRL), ELES (SI), ELIA (BE), EMS (RS), EnerginetDK 
(DK), ESO (BG), HOPS (HR), IPTO (GR), MAVIR (HU),  Moyle (N -IRL), PSE (PL), RTE (FR), SEPS 
(SK), Statnett (NO), Swissgrid (CH), TenneT (DE), TenneT (NL), Terna (IT), Transelectrica (RO), 
TransnetBW (DE)  On 1 October 2018, JAO became the Single Allocation Platform (“SAP”) for all 
European Transmission Syst em Operators (“TSOs”) that operate in accordance to EU legislation, since it 
is able to implement and fulfil all regulatory obligations and requirements. For further information on 
JAO, please refer to https://www.jao.eu/ . 
36  See Art. 37(1) FCA Regulation.   
 
 
10 (51) This setup will give market  participants, suc h as  electricity producers, wholesale 
traders and retail suppliers, a transparent, non -discriminatory, and fair access to 
transnational interconnector capacity on NeuConnect’s Interconnecto r. 
(52) The market investigation confirmed that the ext ensive regulation  to which the 
Interconnector will be subject excludes any ability of the Notifying Parties to 
foreclose c ompetitors from the use of the I nterconnector (e.g. one competitor 
explained that the “ considered asset is subject to the respective Rules and 
Regulati ons as regards to Unbundling. Therefore, we expect that the operators must 
provide a level -playing field for all energy traders and especially are not allowed to 
grant privileged access to any energy trader affiliated with the operator ” and 
another one sta ted that “ the operator of the interconnector is obliged to ensure non -
discriminatory access to the capacity based on energy law. Under this assumption, 
the transaction does not give raise to concerns regarding the upstream market for 
generation and wholesa le supply of electricity (will not have an impact on the 
competitive situation on this market. The interconnector will be another helpful 
small piece to facilitate the energy transition as more interconnectors are needed to 
connect the different supply and  demand centres) ”). 
(53) The Commission therefore considers that the Parties do not possess the ability to 
implement input foreclosure strategies.  
Incentives to foreclose  
(54) Even if the P arties would have the  ability to engage in any type of foreclosure 
strategy,  the Commission considers that  they would lack the incentive to do so . 
(55) In particular, taking into consideration the Notifying Parties’ de minimis activities on 
the market for  generation and wholesale of electricity, which transla te to a combined 
market share of significantly below 1%,37 the Commission does not consider that the 
Parties would benefit from higher prices on the wholesale markets, once their 
upstream competitors have been  foreclosed from access to the I nterconnector.  
(56) Moreover, for the electricity generated in […], Meridiam has concluded […].38As 
regards Allianz, the electricity generated […]. Hence, Allianz has no influence over 
the subsequent sale of electricity by […], including whether the electricity may 
potentially b e exported (including, in the future, through the NeuConnect 
Interconnector).39 
(57) The market investigation confirmed that  the proposed transaction will not have a 
negative  impact on the competitive situation of the market for the generation and 
supply of elec tricity in Germany , as the Notifying Parties will not have the ability to 
foreclose competitors or customers through Neu Connect .  
(58) For instance, various competitors in the market for generation and wholesale supply 
of electricity in Germany stated that t he proposed transaction  would not have a 
significant impact on the competitive situation on the market either “ considering the 
planned capacity of the interconnector ”, that “ the cable reflects a minority 
percentage of the total overall (and controllable) capa city both in Germany and 
                                                 
37  Supra, paragraph 44.   
38 See paragraph 153 et seq., Form CO.  
39  See paragraph 156 et seq., Form CO.  
 
 
11 UK”, and also considering the Notifying Parties ’ negligible  position i n the market 
for electricity generation in Germany  (e.g. “ we do not consider that the parties 
currently have a strong position in the electricity generation market in Germany. If 
they are active at all at the time being, there position is likely to be rather small ”). 
Some large and established  competitors in the electricity generation market in 
Germany were not even aware that the Notifying Parties are active therein: “ We are 
not aware that the Parties are actively involved in operating or optimizing electricity 
generation units in Germany ”. 
6. CONCLUSION  
(59) 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  
Executive Vice-President