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E.ON ITALIA / MPE ENERGIA

M.5442

E.ON EUROPA / MPE ENERGIAE.ON ITALIA / MPE ENERGIA
March 23, 2009
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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.

SECTION 1.2

Description of the concentration

The transaction contemplated in the present filing, to be entered into by and between МРЕ SpA (Italv).and EON Italia has as its object the acquisition by E.ON of the entire corporate capital of a joint venture named МРЕ Energia Spa (Italy).

МРЕ Energia is now (prior to the closing of the transaction) jointly (fifty/fifty) controlled by its shareholders, since its corporate capital is owned by EON and МРЕ as follows:

-- E.ON group, through E.ON Europa S.l. (formerly Endesa Europa S.L, owns no. 15,950,000 ordinary shares, representing 50% (fifty percent) of МРЕ Energia's share capital; and

-- Merloni Fineldo group, through its subsidiary МРЕ Spa owns no. 15,950,000 ordinary shares, representing 50% (fifty percent) of the МРЕ Energia's share capital.

EON Italia Spa. is planning to acquire from МРЕ Spa the interest of this latter in МРЕ Energia (equal to the fifty percent of the share capital), with the consequence that by implementing the transaction EON Group acquires the entire corporate capital of the company. Therefore the transaction shall be qualified as a concentration within the meaning of Article 3(1 )(b) of the Council Regulation since a reduction of the controlling shareholders constitutes a change in the quality of control.

The economic sector involved in this transaction is electricity since the target company is active in the retail supply only. The natural gas market could only in theory be involved, since the acquiring party operates in both electricity and natural gas markets.

On the basis of the information provided by the notifying party in this concentration may qualify for a simplified procedure.

EUC

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