29.3.2007 Official Journal of the European Union L 88/47 COMMISSION DECISION of 14 November 2006 declaring a concentration compatible with the common market and the functioning of the EEA Agreement (Case COMP/M.4180 — Gaz de France/Suez) (notified under document number C(2006) 5419) (Only the French text is authentic) (2007/194[EC) On 14 November 2006 the Commission adopted a Decision in a merger case under Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (1), and in particular Article 8(2) of that Regulation. A non-confidential version of the full Decision can be found in the authentic language of the case on the website of the Directorate-General for Competition, at the following address: http://ec.europa.eu/comm/competition/index_fr.html A. THE PARTIES GDF is an energy group present across the gas chain and related energy services and is active in exploration, production, transport, storage, distribution and natural gas sales, mainly in France, but also in Belgium, Germany, the United Kingdom, Luxembourg, Hungary and Spain. In Belgium, Gaz de France, along with Centrica, exercises joint control over SPE (3), which is present in the Belgian electricity and natural gas markets and provides energy services. The Suez Group is active in the utility industry and utility services. The group is structured around four operational business units in two areas of activity namely energy and the environment. Suez’s main energy subsidiaries are Electrabel (electricity and gas), Distrigaz (gas), Fluxys (transport and storage of gas), Elyo (renamed Suez Energy Services in January 2006), Fabricom, GTI, Axima and Tractebel Engineering in the energy service sector. According to the information provided by the parties, Suez Energie Europe holds a minority stake of 27,5 % in Elia, manager of the electricity transmission network in Belgium. B. THE OPERATION By means of the notified merger, GDF will absorb Suez, which will cease to exist as a legal entity. The merger proposal will be submitted for approval (by qualified majority) at the two groups’ extraordinary general meetings and will not require the launching of a public offer for Suez’s shares. The Boards of Directors of both () O] L 24, 29.1.2004, p. 1. () GDF and Centrica each own 50 % of a holding company that acquired 51 % of SPE in 2005. Together, they exercise joint control over SPE. The former owners of SPE, ALG and Publilum own 49 % of SPE via another holding company, but do not exercise control. groups have already approved the proposed merger (Suez on 25 February 2006 and GDF on 26 February 2006). The merger will take place by means of a one-to-one exchange of shares. The merger can only take place once the French Parliament has amended the law of 9 August 2004, in order to bring the French State’s stake in GDF under 50 %. In view of the above, the notified operation qualifies as a concentration within the meaning of Article 3(1)(a) of Regulation (EC) No 139/2004 (the Merger Regulation). C. COMPETITION ANALYSIS 1. Competition concerns raised by the merger In the Decision, the Commission considers that the merger would significantly impede effective competition in four areas: gas in Belgium, gas in France, electricity in Belgium and district heating in France. Gas in Belgium Concerning gas in Belgium, significant impediments to effective competition are identified on the following (nationally defined) markets for the supply of H and/or L gas: — to dealers (i.e. the ‘intercommunales’, ‘default suppliers’ such as ECS (Electrabel Customer Solutions) and newcomers on the gas supply market in Belgium such as Essent and Nuon),