The transaction, involving the two largest natural gas distributors in Italy, was likely to harm competition. Following the Authority’s investigation, Italgas will need to comply with a number of important divestiture and behavioural measures.

The Italian Competition Authority has authorised the acquisition of 2i Rete Gas Spa by Italgas Spa subject to conditions. The transaction, involving the two largest natural gas distributors in Italy, may well have led to competitive concerns with respect to future area-based tenders for the identification of gas distribution concession holders in 65 Italian minimum territorial areas (so-called ATEMs).

Following a complex investigation, which saw the participation of numerous market players and industry associations, the Authority authorised the transaction subject to compliance with divestiture and behavioural measures.

In particular, in 31 ATEMs, Italgas is required to divest a share of at least 20% of the gas redelivery points it manages based on existing concessions. In other 4 ATEMs, it will need to sell a share equivalent to that acquired. Such transfers, which must follow specific procedures and the timeline set forth in the final decision, will be made under the supervision of a monitoring trustee approved by the Authority.

Moreover, with respect to all 65 ATEMs under investigation, the company will need to adopt behavioural remedies (financial, contractual, technical and informational measures) aimed at incentivising tender participation, by ensuring other players are in a position to compete effectively against Italgas during tender procedures.

Rome, 11 March 2025