CELEX: 32013M6984
Language: en
Date: 2013-11-20 00:00:00
Title: Commission Decision of 20/11/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.6984 - EPH / STREDOSLOVENSKA ENERGETIKA) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 20.11.2013
                                        C(2013) 8285 final

|To the notifying party:                                                |                                                                       |

Dear Sir/Madam,

Subject:    Case No COMP/M.6984 - EPH/ STREDOSLOVENSKA ENERGETIKA
         Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1]

    1) On 16.10.2013, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by
       which Energetický a Průmyslový Holding a.s ("EPH", Czech Republic) acquires within the meaning of Article 3(1)(b) of the Merger Regulation
       sole control over Stredoslovenská energetika, a.s. ("SSE", Slovak Republic) by way of a purchase of shares (EPH is designated  hereinafter
       also as the 'notifying party'.)

       THE PARTIES

    2) EPH is a Czech company active in the Czech Republic in the provision of district heating, in the provision of engineering and  maintenance
       services for electrical installations, as well as in the gas and  electricity  sector.  It  is  active  in  the  Slovak  Republic  in  the
       electricity sector and particularly in the gas sectors, where it operates as both Transmission  System  Operator  (TSO)  and  Distribution
       System Operator (DSO) and has a strong position in the retail supply of gas.

    3) SSE is a Slovak company active in the Slovak Republic in the electricity sector, as one of three DSOs, in the retail supply of electricity
       and (more marginally) in the generation and wholesale supply  of  electricity.  Furthermore,  it  is  also  active  in  the  provision  of
       engineering and maintenance services for electrical installations. Also, it has some minor activities in  the  retail  supply  of  gas  in
       Slovakia. SSE is also engaged to a small extent in the retail supply of electricity in the Czech Republic.

       THE CONCENTRATIOIN

    4) The transaction consists in EPH acquiring 49% of SSE's share capital, currently owned by E.D.F International ("EDF"). The remaining 51% of
       SSE's share capital will continue to be owned by the Slovak State through the National Property Fund ("NPF").

    5) The notifying party submits that post transaction EPH will solely control the Target. In that regard, the notifying party points out that,
       according to the Shareholder Agreement, EPH will nominate 3 of the 5 members of the Board of Directors of SSE  (including  its  Chairman),
       while NPF will nominate the remaining 2 members (including its Vice Chairman).

    6) The Board of Directors appoints all senior executives of SSE by simple majority of votes and approves the annual budgets  and  the  annual
       business plan by simple majority of votes.

    7) Investment decisions require a special majority of 4 members of the Board of Directors if they exceed EUR […] million for core investments
       (such as investments in the distribution, supply, purchase and sale  of  electricity  construction-lines  infrastructure  engineering  and
       metrology business) and EUR […] for non-core investments.

    8) According to EPH, in the last 5 years SSE has made only […] investments above EUR […] in non-core business areas (i.e. […])  and  has  not
       made any investments above EUR […] million in its core business areas.

    9) In view of the above, the Commission concludes that  EPH  will  exercise  sole  control  over  SSE.  The  proposed  transaction  therefore
       constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

       EU DIMENSION

   10) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (EPH: EUR 10 741 million; SSE: EUR
       781 million)[2]. Each of them has an EU-wide turnover in excess of EUR 250 million (EPH: EUR […] million; SSE EUR […] million),  but  they
       do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the  same  Member  State.  The  notified  operation
       therefore has an EU dimension.

       COMPETITIVE ASSESSMENT

   11) The proposed transaction is mainly concerned with the gas and electricity sectors in Slovakia.

   12) EPH's main activities in Slovakia focus on the gas sector: through its subsidiary Slovenský Plynárenský Priemysel a.s. ("SPP") , it is the
       sole TSO and DSO and controls all the storage facilities; in addition, it has a strong position in the markets for  wholesale  and  retail
       supply of gas and minor activities in the retail supply of electricity. It is active in the  engineering  and  maintenance  of  electrical
       installations both in the Czech Republic and Slovakia. In the Czech Republic, it  is  active  on  the  wholesale  and  retail  market  for
       electricity.

   13) SSE is one of the three electricity DSOs in Slovakia, where it also has a strong  position  in  the  markets  for  the  retail  supply  of
       electricity, some activities in the engineering and maintenance of electrical installations and is marginally active since 2012 in the gas
       retail market. In addition it has minor activities on the electricity market in Czech Republic.

1 Relevant Product and Geographic Markets

   14) Taking into account the Parties' activities, the transaction concerns the markets described below.

1 Electricity

1 Generation and wholesale supply of electricity

   15) The Commission has previously taken the view that a separate product market exists encompassing both  generation  and  upstream  wholesale
       supply of electricity[3]. This market comprises electricity generated in power stations, traded on the wholesale market (through bilateral
       agreements, regulated market places or power exchanges) as well as  electricity  physically  imported  via  inter-connectors.  As  to  the
       relevant geographic market, the Commission generally considers it to be national in scope[4].

   16) The notifying party submits that the markets for the generation and wholesale supply of electricity are national in scope,  thus  covering
       Slovakia and Czech Republic separately. However, since the transaction does not raise any competition concerns with regard to this market,
       the market definition can be left open.

2 Distribution of Electricity

   17) The Commission has previously established that a separate relevant product market exists for the distribution of electricity, encompassing
       the operation and management of lower voltage grids by DSOs. The geographic scope of this market has been consistently held to be  limited
       to the distribution grid at hand[5].

3 Retail Supply of Electricity

   18) In the past, the Commission has identified two different product markets for retail supply of  electricity  namely:  (i)  the  market  for
       retail supply of electricity to large industrial and commercial customers that are connected to the high and medium voltage grid; (ii) the
       market for retail supply of electricity to household and smaller industrial and commercial customers that are connected to the low voltage
       grid[6]. The Commission has generally defined the markets for retail supply of electricity as being national in scope[7].

   19) The notifying party has submitted information, covering Slovakia and the Czech Republic separately, with regard to the market  for  retail
       supply of electricity to (i) large industrial, (ii) smaller industrial and commercial customers,  (iii)  households.  However,  since  the
       transaction does not raise any competition concerns with regard to this market, irrespective of the precise geographic and product  market
       definition adopted, the market definition can be left open.

4 Engineering and Maintenance of Electrical Installations

   20) In the past, the Commission has identified a market for the provision of specialised electrical engineering services, e.g.  the  provision
       of electrical power line construction and maintenance services to TSOs. A further sub-segmentation by types of installation has also  been
       made: (i) electromechanical systems, (ii) electrical installation, (iii) maintenance  and  management  of  electromechanical  systems  and
       electrical installations. The Commission has also considered high- and medium-voltage electricity networks as possible  distinct  relevant
       product markets. In that regard, electricity  power  lines  were  considered  to  constitute  a  separate  sub-segment  within  electrical
       installations[8]. As regards the Czech Republic, a separate sub-segment for electrical engineering for power lines  has  been  considered,
       potentially encompassing both installation and maintenance services[9]. With regard to the geographic scope of the market, it is generally
       taken to be at least national in scope[10]. As regards power lines, the market has in the past been found to be likely national in respect
       of the Czech Republic[11].

2 Gas

1 Downstream Wholesale Supply of Gas

   21) In previous Commission precedents, the market for downstream wholesale supply of gas[12]  (comprising  the  activity  whereby  wholesalers
       procure gas from producers for resale to other wholesalers or downstream distributors) has been considered  a  separate  market  from  the
       market for the upstream wholesale supply of gas[13]  (comprising  the  development,  production  and  upstream  supply  of  gas  to  large
       importers/wholesalers). As to the geographic scope, the market for the downstream wholesale supply of gas is  generally  delineated  along
       existing (regional) grid areas[14].  More  recently,  the  Commission  has  also  considered  a  'market  area'  as  well  as  a  national
       delineation[15].

   22) The notifying party argues that: (i) the relevant geographic market for the wholesale supply of gas is wider than  national  and  includes
       neighbouring countries, such as the Czech Republic, Austria and Germany; (ii) it is not reasonable  to  apply  a  distinction  between  an
       upstream market (i.e. the import level at which e.g. Gazprom operates), and a downstream market for wholesale supply of  gas  in  Slovakia
       (i.e. the level at which e.g. SPP operates).

   23) However, the market investigation has confirmed the Commission's approach to make  a  distinction  between  the  upstream  and  downstream
       wholesale supply of gas. As regards the geographic scope, the market investigation suggests that the market is at least national, possibly
       wider[16]. However, the exact geographic market definition can be left open.

2 Storage of gas

   24) The Commission has consistently defined gas storage as constituting a  separate  relevant  product  market[17].  At  the  same  time,  the
       Commission has considered distinguishing between so-called "pore" and "cavern" storage facilities as well as  between  storage  facilities
       that are suited for H-gas on the one hand and for L-gas on the other[18]. As to  the  geographic  scope,  the  Commission  has  previously
       delineated national and regional[19] product markets, whilst keeping reasonable account of a potential future broadening of  the  relevant
       geographic market in line with a further liberalisation of the European gas markets[20].

3 Transmission of Gas

   25) On the market for transmission (via high pressure systems) of gas, TSOs offer  physical  gas  transportation  services  to  gas  wholesale
       suppliers that aim to resell their gas either to other gas wholesalers, to  distributors,  or  to  large  industrial  customers  that  are
       directly connected to the gas transmission network[21]. The Commission has consistently considered gas networks as natural monopolies[22].
       As to the geographic scope, the market is generally taken to be national[23]. However, the region covered by the  physical  infrastructure
       grid constitutes the narrowest possible delineation of the geographic market[24].

4 Distribution of Gas

   26) On the market for distribution (via low pressure systems) of  gas,  DSOs  offer  gas  transport  services  to  distributors[25].  Previous
       Commission decisions define this product market as encompassing the distribution of natural gas through  a  medium/low  pressure  pipeline
       network to final customers.[26] As to the geographic scope, the market can be either taken to  be  national  or  local  depending  on  the
       national regulatory framework of the Member State  concerned[27].  The  region  covered  by  the  physical  infrastructure  grid  in  fact
       constitutes the narrowest possible delineation of the geographic market[28].

5 Retail Supply of Gas

   27) The Commission has previously segmented this market into supply of gas to: (i)  gas-powered  electricity  plants;  (ii)  large  industrial
       customers; (iii) small industrial customers and (iv) household customers[29]. The  Commission  has  generally  held  that  the  geographic
       markets for gas supply were national[30] in scope, whilst also considering a regional scope[31]. As regards household customers only,  the
       Commission generally also considered regional markets.[32]

   28) The notifying party has submitted information concerning the  markets  for  retail  to  (i)  large  industrial  customers[33]  (ii)  small
       industrial customers and (iii) household customers.

   29) The respondents to the market investigation have largely confirmed that the market can be segmented on the basis of the type of  customer.
       As regards the geographic scope, the market investigation confirmed that the market is at least national.

2 Competitive Assessment

   30) The present transaction gives rise to the horizontally and vertically affected markets, as discussed below.

1 Horizontally affected markets

1 Retail Supply of Electricity in Slovakia

   31) Taking into account the different sub-markets within the market for the retail supply of electricity: (i) on the market for retail  supply
       to large industrial customers the Target has a share of [20-30]% and EPH a share of [0-5]%, thus the combined market share would amount to
       [20-30]%; (ii) on the market for retail supply to small industrial customers, the Target has a share of [20-30]% and EPH has a  market  of
       [0-5]%, thus the combined market share would amount to [20-30]%; (iii) on the market for retail supply to domestic customers,  the  Target
       has a share of [30-40]% and EPH has a share of [0-5]%, thus the combined market share would amount to [30-40]%.

   32) On all these markets the increments brought about by the transaction are very  small  or  even  negligible.  In  addition,  following  the
       liberalisation of the  energy  supply  market[34],  other  strong  competitors  have  reached  significant  position  in  the  market[35].
       Consequently, the transaction is unlikely to raise competition concerns in the markets for the retail supply of electricity in Slovakia.

2 Retail Supply of Gas in Slovakia

   33) Taking into account the different sub-markets within the market for the retail supply of gas: (i) on the market for retail supply to large
       industrial customers EPH (through SPP) has a pre-merger market share of [50-60]% and the Target has a market share  of  [0-5]%,  thus  the
       combined market share amounts to [50-60]%; (ii) on the market for retail supply to small industrial customers, EPH has a share of [80-90]%
       and the Target has a share of [0-5]%, thus the combined market share amounts to [80-90]%;  (iii)  on  the  market  for  retail  supply  to
       domestic customers, EPH has a share of [80-90]% and the Target has a market share of [0-5]%, thus the combined market share amounts to [80-
       90]%.

   34) On all these markets, notwithstanding the very strong or dominant position of EPH (through SPP),  the  increments  brought  about  by  the
       transaction are negligible. In addition, since the liberalisation the market has been dynamic, with a significant switching rate[36],  new
       competitors entering the market[37] and a significant decrease in EPH's market position[38].

   35) At the same time, the Target, since it entered the market in 2012, has been offering a combined portfolio[39] of gas  and  electricity  on
       competitive terms, and claims to give 8-15% rebates[40] compared to gas prices from the dominant supplier (i.e.  EPH).  In  addition,  the
       Parties' projections indicate that the Target's market shares are expected to increase over the next 4 years (i) on the market for  retail
       supply to large industrial customers from [0-5]% in 2013 to [0-5]% in 2017, (ii) on the market  for  retail  supply  to  small  industrial
       customers from [0-5]% in 2013 to [5-10]% in 2017, (iii) on the market for retail supply to domestic customers from [0-5]% in 2013  to  [0-
       5]% in 2017. These elements may be a basis for considering the Target as a maverick and that the acquisition by EPH could be seen as a way
       to eliminate an emerging competitor.

   36) However, the market investigation has revealed that the target is not a particularly aggressive player in terms of  pricing  behaviour  in
       any of the retail markets. Moreover, the market investigation indicates that there are other competitors in the market who would  be  able
       to jointly offer gas and electricity on the retail market. Also, the respondents have indicated that  it  is  relatively  easy  to  switch
       supplier in the Slovak markets for the retail supply of gas.

   37) Consequently, the transaction is unlikely to raise competition concerns in the markets for the retail supply of gas in Slovakia.

2 Vertically affected markets

1 Distribution of electricity and retail supply of electricity in Slovakia

   38) The Target controls one of the three DSOs in Slovakia, covering the regions of Žilina, Banská Bystrica  and  in  a  part  of  the  Trenčín
       Region, where it delivers and distributes [30-40]% of the electricity distributed in Slovakia[41]. In the same region, EPH is  engaged  in
       the retail supply of electricity with the market shares, however, below [0-5]% in 2012 for all the sub-markets considered.

   39) This vertical relationship does not raise competition concerns. It existed prior to the transaction, and, in addition, the  increment  for
       the merged entity on the market for retail supply of electricity is marginal (between [0-5]% and [0-5]% depending on  the  different  sub-
       markets). Thus, it can be concluded that the pre-existing ability and incentive of the DSO to engage in any foreclose  strategy  will  not
       significantly change post transaction.

2 Engineering services and distribution of electricity in Slovakia

   40) In Slovakia, EPH, through its subsidiary EPI, provides power-lines infrastructure engineering services to electricity DSOs, with a  market
       share of [0-5]% on the market of engineering services for electromechanical/electrical  systems,  [0-5]%  on  the  market  of  engineering
       services for electromechanical / electrical installations, and [0-5]% on the market of engineering services for electrical substations  to
       third parties[42].

   41) Even though at present the Target is not a customer of EPI, a potential vertical relationship could arise as a result of  the  transaction
       with EPI providing electricity engineering installation and maintenance services to the Target. However, there are no major concerns as to
       the possibility that this vertical relationship would lead to any foreclosure due to the limited activities of EPI on the market.

3 Generation and wholesale supply of electricity and retail supply of electricity in Slovakia

   42) Both EPH and the Target have a market share below [0-5]% in the market for the generation and wholesale supply of electricity in Slovakia.
       The Target has a market share of [30-40]% in the retail supply of electricity to  domestic  customers  in  Slovakia  (the  increment  post
       transaction would be below [0-5]%).

   43) However, the vertical relationship pre-existed prior to the transaction.  In addition, the change in the position of the merged entity  on
       the upstream market is negligible and unlikely to confer an ability and incentive to engage in foreclosure  strategies.  Consequently,  no
       competition concern is likely to arise from this vertical relationship.

4 Wholesale supply of gas and retail supply of gas in Slovakia

   44) On the upstream wholesale gas supply market in Slovakia EPH, through SPP, acts as a purchaser of  gas  from  Gazprom.  On  the  downstream
       market for the wholesale supply of gas in Slovakia EPH, through SPP, is only marginally active as a reseller to retailers[43]  since  most
       of the gas purchased upstream from Gazprom is used to supply its retail customers. As to the Target, the notifying party submits that  all
       of its gas supply purchases on the retail market are concluded on the wholesale spot or forward market[44].

   45) EPH's position on the market for retail supply of gas, through SPP, ranges between  [50-60]%  and  [80-90]%  depending  of  the  different
       customer segments while the Target's market share is in any case below [0-5]%.

   46) The market investigation has confirmed that EPH  is  only  marginally  active  in  the  downstream  wholesale  market.  Consequently,  the
       transaction does not give rise to vertical concerns in this regard.

5  Retail supply of gas and generation and wholesale supply of electricity in Slovakia

   47) A potential vertical relationship could arise between EPH supplying gas on the retail market and the Target generating electricity,  among
       others, through a gas-fired power plant. However, the Target itself is active on the market for retail supply of gas. Its market share  in
       the generation of electricity is less than [0-5]% and its gas-fired power plant has a capacity of only 50MW.[45]

   48) Therefore, no competition concern is likely to arise from this potential vertical relationship.

6 Transmission, storage and distribution of gas and retail supply of gas in Slovakia

   49) In Slovakia EPH controls, through its subsidiary SPP, 100% of the gas transmission and  distribution  networks  as  well  as  the  storage
       facilities in the country. Both EPH, through SPP, and the Target are active on the retail gas market, the latter with market shares  below
       [0-5]% with respect with all segments of customers.

   50) A vertical relationship may exist between EPH's activities in the transmission, storage and distribution of gas and Target's activities in
       the retail supply of gas. However, it is unlikely to lead to competition concerns. The vertical relationship pre-exists  the  transaction,
       and in addition, the small increment in the merged entity's position is not such as to significantly affect EPH's ability to engage in any
       foreclose strategy.

       CONCLUSION

   51) 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.

                                        For the Commission
                                        (Signed)

                                        Joaquín ALMUNIA
                                        Vice-President

-----------------------
[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]   Turnover calculated in accordance with Article 5 of the Merger Regulation.

[3]   COMP/M.5979 KGHM / Tauron Wytwarzanie / JV; COMP/M.6540 Dong Energy Borkumriffgrund I Holdco / Boston Holding / Borkum Riffgrund I
      Offshore Windpark; COMP/M.6225 Molaris / Commerz Real / RWE / Amprion.
[4]   COMP/M.5979 KGHM / Tauron Wytwarzanie / JV; COMP/M.6540 Dong Energy Borkumriffgrund I Holdco / Boston Holding / Borkum Riffgrund I
      Offshore Windpark; COMP/M.6225 Molaris / Commerz Real / RWE / Amprion; COMP/M.5519 E.on / Electrabel Acquired Assets.
[5]   COMP/M.5827 Elia / IFM / 50Hertz; COMP/M.5512 Electrabel / E.on; COMP/M.5467 RWE / Essent; COMP/M.3696 E.ON/MOL; COMP/M.3440 EDP / ENI /
      GDP.
[6]   COMP/M.5979 KGHM / Tauron Wytwarzanie / JV; COMP/M.6225 – Molaris/Commerz Real/RWE/Amprion; COMP/M.5827 – Elia/IFM/50Hertz; COMP/M.5467 –
      RWE/Essent.
[7]   COMP/M.6225 – Molaris/Commerz Real/RWE/Amprion; COMP/M.5827 – Elia/IFM/50Hertz; COMP/M.5467 – RWE/Essent; COMP/M.5512 Electrabel / E.on;
      COMP/M.5224 EDF / British Energy; COMP/M.4180 Gaz de France / Suez; COMP/M.3696 E.ON / MOL.
[8]   COMP/M.6623 Vinci / EVT Business; M.5701 Vinci / Cegelec.
[9]   COMP/M.6623 Vinci / EVT Business.
[10]  COMP/M.6623 Vinci / EVT Busines; M.5701 Vinci / Cegelec.
[11]  COMP/M.6623 Vinci / EVT Busines; M.5701 Vinci / Cegelec.
[12]  COMP/39.315 – ENI.
[13]  COMP/M.6801 Rosneft / TNK-BP; COMP/M.5585 Centrica / Venture Production; COMP/M.4545 Statoil / Hydro.
[14]  COMP/M.5467 RWE Essent; COMP/M.5220 ENI / DISTRIGAZ.
[15]  COMP/M. 5802 RWE Energy / Mitgas.
[16]  Two of the respondents argued for a national market, while one respondent described the market as Slovakia and neighbouring  countries  and
      another as EEA-wide.

[17]  COMP/M.5549 EDF / Segebel; COMP/M.3696 E.ON / MOL; COMP/M.3410 Total / Gaz de France.
[18]  COMP/M.5467 RWE Essent; COMP/M.3410 Total / Gaz de France.
[19]  COMP/M.5467 RWE Essent.
[20]  COMP/M.3696 E.ON/MOL.
[21]  COMP/39.316 – Gaz de France.
[22]  COMP/M.3696 E.ON/MOL.
[23]  COMP/M.3696 E.ON / MOL.
[24]  COMP/M.3696 E.ON/MOL.
[25]  COMP/39.402 – RWE Gas Foreclosure.
[26]  COMP/M.6302 F2i / AXA Funds / G6 Rete Gas; COMP/M.3696 E.ON/MOL; COMP/M.4180 Gaz de France / Suez; COMP/M.6068 ENI / ACEGASAPS/ JV.
[27]  COMP/M.6068 ENI / ACEGASAPS/ JV; COMP/M.3696 E.ON/MOL.
[28]  COMP/M.3696 E.ON/MOL; COMP/M.5183 Centrex / ZMB / Enia / JV.
[29]  COMP/M.4180 Gaz de France / Suez; COMP/M. 3868 Dong/Elsam/Energi; COMP/M. 3440 EDP/ENI/GDP; COMP/M.5740 Gazprom/ A2A / JV.
[30]  COMP/M.6068 ENI/ ACEGASAPS/ JV; COMP/M.5740 Gazprom / A2A / JV; COMP/M.5496 Vattenfall / Nuon Energy; COMP/M.4672 E.on / Endesa Europa /
      Viesgo; COMP/M. 4110 EON / Endesa; COMP/M.3230 Statoil / BP / Sonatrach / In Salah JV; COMP/M.3007 E.on / TXU Europe Group.
[31]  COMP/M.5467 RWE Essent; COMP/M.4890 Arcelor / Ferngas.
[32]  COMP/M.6068 ENI/ ACEGASAPS/ JV; COMP/M.4180 Gaz de France / Suez.
[33]  This also includes retail to gas-powered electricity production facilities, since it exceeds 60 000 m3 as annual consumption.
[34]  The energy market in Slovakia has been liberalized in 2005 for industrial customers and in 2007 for domestic customers.
[35]  Depending on the different sub-markets, in 2012 ZSE  Energia  had  shares  between  35-45%,  Východoslovenská  Energetika  between  12-25%,
      Energeticke Centrum, Magna E.A. and CEZ between 0-10%.
[36]  According to 2013 Report issued by the Slovak Regulatory Office for Network Industries, in the domestic segment in 2012 the number of
      switches of gas suppliers increased six times, compared to 2011. A possibility of switching was used by 9.25% of all households. (see
      http://www.urso.gov.sk/sites/default/files/NarodnaSprava2013_EN.pdf)
[37]  In 2012, on the market for the retail supply to large industrial customers RWE and Shell had share of [20-30]% and [5-10]% respectively,
      on the market for the retail supply to small industrial customers RWE had a share of [10-20]%, on the market for the retail supply to
      domestic customers RWE, CEZ and Energeticke Centrum had share of [0-5]%, [0-5]% and [0-5]% respectively.
[38]  For example, in the market for the retail supply of gas to large industrial customers, EPH's market share decreased from [70-80]% in 2010
      to [50-60]% in 2012.
[39]  Dual offering of gas and electricity is however becoming standard in the market.
[40]  Statement made by Mr. Szilárd Mangult, Director of SSE's Commercial and Services Division, in an interview to The Spectator SK on 8 April
      2013.
[41]  The other two DSOs, ZSE and VSE, manage volumes corresponding to [40-50]% and [20-30]% respectively.
[42]  In each of these three markets the  Target  is  active,  through  its  subsidiary  EEM,  with  shares  of  [0-5]%,  <[0-5]%   and  <[5-10]%
      respectively.
[43]  Out of […] million m3 supplied from Gazprom in 2012, EPH has supplied […] million m3 of gas to retail customers in  Slovakia  and  sold  at
      the hub out of Slovakia approx. [0-5]% of gas imported.

[44]  The notifying party submits that the Target purchases gas on the spot or forward market (e.g. at the gas hub in Baumgarten).  According  to
      the notifying party, competitors are able to import gas as there is sufficient capacity in the Slovak transmission network.

[45]  This power plant is located in Panické Dravce- The target operates this facility solely for the purpose of providing ancillary services  to
      its subsidiary, the operator of one of the Slovak electricity transmission networks.

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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

                                                                 MERGER PROCEDURE