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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 02/09/2014

In electronic form on the EUR-Lex website under document number 32014M7368

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION

Brussels, 2.9.2014 C(2014) 6301 final

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying parties:

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

1.On 30/07/2014, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which funds managed by affiliates of Riverstone Holdings LLC ("Riverstone", the United States of America) and funds managed by affiliates of the Carlyle Group ("Carlyle", the United States of America) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of H.E.S. Beheer N.V. ("HES", the Netherlands) via Hestya Energy B.V. ("Hestya", the Netherlands) by way of public bid announced on 17 July 2014.

The business activities of the undertakings concerned are:

-- Riverstone is an energy and power focussed investment firm.

-- Carlyle is a global alternative asset manager.

-- Hestya is engaged in the development of European dry and liquid bulk terminals.

1OJ 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.

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.

HES is a holding company for operating companies providing logistical services in ports. Its core activity is stevedoring, involving the loading and unloading of dry and liquid bulk products into and from seagoing vessels, coasters, lighters, trains and trucks and large-scale open-air and covered storage.

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

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

2Publication in the Official Journal of the European Union No C 258,08/08/2014, p. 34.

3OJ C 366, 14.12.2013, p. 5.