32010M6014

(.PICT.) |EUROPEAN COMMISSION |

Brussels , 24.11.2010

PUBLIC VERSION SG-Greffe(2010) D/18513

C(2010) 8404

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

To the notifying party

Dear Madam(s) and/or Sir(s),

Subject: Case No COMP/M.6014 - GDF SUEZ/ CERTAIN ASSETS OF ACEA ELECTRABEL Notification of 18.10.2010 pursuant to Article 4 of Council Regulation (EC) No 139/2004 [1] Publication in the Official Journal of the European Union No C 289, 26.10.2010, p.5

1. On 18.10.2010, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which GDF Suez Energia Italia S.p.A. ("GSEI", Italy) belonging to GDF Suez S.A. ("GDFS", France) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of (i) Acea Electrabel Produzione ("AEP", Italy), and of (ii) Acea Electrabel Trading ("AET", Italy) both currently belonging to Acea Electrabel ("AE", Italy), a joint venture between GSEI and Acea S.p.A. ("Acea", Italy), by way of purchase of shares. A number of AEP production assets will be transferred to Acea prior to the closing of the transaction.

2. The business activities of the undertakings concerned are:

- for GDFS: present across the entire energy chain, in electricity and in natural gas.

- for GSEI: holding company for the energy business activities of the GDFS group in Italy.

- for AEP: electricity generation and wholesale supply on the Italian market;

- for AET: electricity and gas power trading in Italy.

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 (d) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 [2] .

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.

For the Commission, (Signed) Alexander ITALIANER Director General

[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 C 56, 5.3.2005, p. 32.