CELEX: 32020M9766
Language: en
Date: 2020-04-17 00:00:00
Title: Commission Decision of 17/04/2020 declaring a concentration to be compatible with the common market (Case No COMP/M.9766 - APG / CALSTRS / MUNICH RE / ASTORIA I & II) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 17.4.2020
                                                                C(2020) 2566 final
                                                                                 PUBLIC VERSION
                                                                To the notifying parties
Subject:        Case M.9766 – APG / CALSTRS / MUNICH RE / ASTORIA I & II
                Commission decision pursuant to Article 6(1)(b) of Council Regulation
                                       1
                (EC) No 139/2004 and Article 57 of the Agreement on the European
                                    2
                Economic Area
Dear Sir or Madam,
1.      On 23 March 2020, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which the
        undertakings California State Teachers Retirement System ("CalSTRS") (USA) and
        Stichting Pensionfonds ABP ("APG") (The Netherlands), through their jointly
        controlled joint venture Gotham Power Investors LLC (“Gotham JV”), and
        Münchener Rückversicherungs-Gesellschaft ("Munich Re") (Germany), through the
        holding company MR Gotham LP (“MR Gotham”), acquire through their jointly
        controlled joint venture Astoria Power Partners Holding LLC (“APPH”), and within
        the meaning of Article 3(1)(b) and of Article 3(4) of the Merger Regulation, joint
        control over the undertakings Astoria Project Partners LLC ("Astoria I") (USA) and
        Astoria Project Partners II LLC ("Astoria II") (USA), by way of purchase of shares.
        CalPERS (a pre-existing shareholder) will retain joint control over Astoria II. 3
2.      The business activities of the undertakings concerned are:
             for CalSTRS: a passive equity investor established by California law to provide
              retirement, disability and survivor benefits to California's public school educators
              from prekindergarten through to community college,
             for APG: provider of financial services such as executive consultancy, asset
              management, pension administration, pension communication and employers
              services on behalf of pension funds and employers in a variety of sectors,
1       OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on
        the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the
        replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology
        of the TFEU will be used throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).
3       Publication in the Official Journal of the European Union No C 104, 31.3.2020, p. 7.
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.
 ---pagebreak---        for Munich Re: an international insurance company covering the entire value
        chain of reinsurance, primary insurance (e.g. ERGO) and insurance-ancillary risk
        solutions, and also asset management services (MEAG),
       for CalPERS: an agency in the California executive branch that manages pension
        and health benefits for more than 1.6 million California public employees,
        retirees, and their families,
       for Astoria I and Astoria II: the holding of two gas fueled, combined-cycle power
        plants which generate electricity, located in New York (USA).
3. After examination of the notification, the European Commission has concluded that
   the notified operation falls within the scope of the Merger Regulation and of
   paragraph 5(a) of the Commission Notice on a simplified procedure for treatment of
   certain concentrations under Council Regulation (EC) No 139/2004.4
4. For the reasons set out in the Notice on a simplified procedure, 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)
                                                    Olivier GUERSENT
                                                    Director-General
4  OJ C 366, 14.12.2013, p. 5.
                                                2