In its meeting of 25 January 2018, the Italian Competition Authority (“ICA”) authorised with conditions the acquisition of control of Nedgia S.p.A. by 2i Rete Gas S.p.A.

Coming in the wake of an investigation which also made use of extensive market consultation, the measures imposed by the ICA aim to prevent the creation of dominant positions that would substantially and permanently reduce competition in the future tender markets for the awarding of natural gas distribution concessions in the ATEMs (Ambiti Territoriali Minimi, minimum territorial districts) of Frosinone 2, Isernia, Salerno 3, Catania 1, Catania 2, Agrigento, Foggia 1 and Bari 2.

The ICA imposed a package of corrective measures on the acquiring company that includes the following: disposal of the entire 2iRG natural gas distribution assets in the Foggia 1 ATEM, disposal of management assets of at least 40 thousand redelivery points in the Bari 2 ATEM and application to the remaining redelivery points managed by the entity deriving from the merger of a series of measures reducing financial and information barriers to favour incoming operators and guarantee maximum third-party participation in the future ATEM tender. The purchaser of the aforementioned assets may therefore represent a further outgoing operator able to participate in the tender for the aforementioned ATEMs, thus reconstituting the pre-merger competitive environment. In case 2i Rete Gas S.p.A. does not receive suitable expressions of interest from a qualified buyer by a predetermined deadline, the ICA still imposed the company to adopt significant incentive measures to foster the widest third-party participation in the ATEM tenders.

The ICA also imposed similar incentive measures for the other six ATEMs, for which it deemed that the merger was likely to cause a strengthening of the new corporate aggregation’s market position such as to discourage third-party participation in the future ATEM tender, even though the merger does not involve direct changes in the competitive structure as it does, instead, in the Foggia 1 and Bari 2 ATEMs.

Rome, 29 January 2018