Prior notification of a concentration

(Case M.10924 – PROXIMUS / ETHIAS / JV)

Candidate case for simplified procedure

(Text with EEA relevance)

(2023/C 18/06)

1. On 12 January 2023, the Commission received notification of a proposed concentration pursuant to Article 4 and following a referral pursuant to Article 4(5) of Council Regulation (EC) No 139/2004 ( 1 ) This notification concerns the following undertakings: — Proximus NV/SA (‘Proximus’, Belgium), — Ethias NV/SA (‘Ethias’, Belgium), — a newly created company ‘Glasfaser Ostbelgien – GO Fiber’ (the ‘JV’, Belgium). Proximus and Ethias will acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control of the JV. The concentration is accomplished by way of purchase of shares in a newly created company constituting a joint venture.

2. The business activities of the undertakings concerned are the following: — Proximus is the incumbent telecommunications operator in Belgium. It is active in a full range of electronic communications services providing wholesale and retail services, fixed and mobile telecommunications, voice and data services, mainly at national level within Belgium. Proximus is listed on the Brussels Stock Exchange. The Belgian State owns 53,5 % of Proximus’ shares, Proximus owns 4,5 % of its shares and 42 % of Proximus’ shares are publicly traded, — Ethias is a life and non-life insurance company, mostly active in Belgium. The Belgian State, the Walloon Region and the Flemish region each own 31,66 % of Ethias’ shares. The remaining 5 % of Ethias’ shares are owned by the cooperative company EthiasCo. Ethias has several subsidiaries, which form together the Ethias Group, and which are amongst other things active in the development of IT/ICT solutions. In the context of the Transaction, the role of Ethias will mainly consist in contributing to the necessary financing of the JV.

3. The business activities of the JV will be the roll-out and operation, at wholesale level, of a dense passive Point-to-Point Fiber-To-The-Home Network (the ‘FTTH Network’) throughout the territory of the German-speaking Community of Belgium (the Deutschsprachige Gemeinschaft or ‘DG’) upon public request of the DG. The deployment and the operation of the FTTH Network will constitute a service of general economic interest (‘SGEI’) within identified areas of this territory.

4. On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.

5. The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission. Observations must reach the Commission not later than 10 days following the date of this publication. The following reference should always be specified: M.10924 – PROXIMUS / ETHIAS / JV Observations can be sent to the Commission by email, by fax, or by post. Please use the contact details below: Email: COMP-MERGER-REGISTRY@ec.europa.eu Fax +32 22964301 Postal address: European Commission Directorate-General for Competition Merger Registry 1049 Bruxelles/Brussel BELGIQUE/BELGIË

(1) OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

(2) OJ C 366, 14.12.2013, p. 5.