Disclaimer :

The Competition DG makes the information provided by the notifying parties in section 1.2 of Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.

M.9511 – MACQUARIE GROUP/ OCEAN BREEZE ENERGY AND PERIKLES

SECTION 1.2

Description of the concentration

This notification concerns a transaction comprising a sale of shares and partnership interest (the Proposed Transaction) by which Sage Holdings S.à.r.l. (Luxembourg) (the Buyer), a company indirectly controlled by the Macquarie Group Limited (Macquarie), acquires sole control within the meaning of Article 3(1)(b) of the EU Merger Regulation (EUMR) of Ocean Breeze Energy GmbH & Co. KG and Perikles 20092 Vermögensverwaltung GmbH (the Target) from HJS 12 Beteiligungsgesellschaft mbH (the Seller), itself a directly and wholly-owned subsidiary of UniCredit Bank AG. The Proposed Transaction therefore constitutes a concentration within the meaning of Article 3 of the EUMR, which has a Union dimension within the meaning of Article 1 of the EUMR because the relevant turnover thresholds are met. The Buyer is wholly owned by Macquarie European Infrastructure Fund 5 LP and Macquarie European Infrastructure Fund 5 SCSp (together, MEIF 5) and Lombard Odier Macquarie Infrastructure Fund L.P (LMIF) all of which are managed by Macquarie Infrastructure and Real Assets (Europe) Limited whose ultimate parent is Macquarie.

The assets underlying the Proposed Transaction are German wind generation assets (offshore and onshore) together with related assets.

On 1 August 2019, the Buyer entered into a SPA to acquire the Target, conditional on EU Merger Regulation clearance.

The Target owns and operates (i) the offshore wind farm Bard Offshore 1 (OWF BO1), which is situated in the North Sea 89 kilometres northwest of Borkum, consisting of 80 wind turbine generators, the transformer station of OWF BO1 and the inner-array cabling, (ii) the jack-up barge Wind Lift I and (iii) the onshore wind farm Rysumer Nacken, consisting of two wind turbine generators.

For further information on the Target, see: http://www.oceanbreeze.de/en

The Proposed Transaction concerns the market for electricity generation from renewable sources, most particularly offshore and onshore wind.

In this case, owing to the absence of horizontal or vertical overlaps between the Buyer and the Target, the Commission may leave open the product and geographic market definition. This is because MIRAEL, MEIF5, LMIF and Macquarie do not have any material activity (directly, or through their investments) in electricity generation (renewables or otherwise), transmission, distribution or supply in Germany, or in neighbouring Luxembourg and Austria.

Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË

Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.