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Case No COMP/M.5551 - F2i / FINAVIAS/ ERG

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 22/07/2009

In electronic form on the EUR-Lex website under document number 32009M5551

Office for Official Publications of the European Communities L-2985 Luxembourg

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 22/07/2009 SG-Greffe(2009) D/4424 C(2009) 5919

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

To the notifying parties:

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

Subject: Case No COMP/M.5551 - F2i/ FINAVIAS/ ERG Notification of 23/06/2009 pursuant to Article 4 of Council Regulation (EC) No 139/2004. Publication in the Official Journal of the European Union No C 149 of 01/07/2009, page 27.

1.On 23/06/2009, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which the undertakings F2i Fondi Italiani per le Infrastrutture S.G.R. S.p.A. ('F2i', Italy) and Finavias S.à.r.l. ('Finavias', Luxembourg), (a company indirectly owned by the AXA Group), acquire, within the meaning of Article 3(1)(b) of the Council Regulation, joint control of the undertaking ENEL Rete Gas S.p.A. ('ERG', Italy) by way of purchase of shares.

The business activities of the undertakings concerned are:

-- F2i: mutual investment fund specialized in infrastructure sectors,

-- Finavias: private equity and asset management activities,

-- ERG: provision of gas distribution via low-and medium-pressure pipelines.

2.After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation (EC) No 139/2004 and of

1OJ L 24, 29.1.2004, p. 1.

Commission européenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11.

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 Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of Council Regulation (EC) No 139/2004.

For the Commission (signed) Philip LOWE Director General

2OJ C 56, 05.3.2005, p. 32.