EUROPEAN COMMISSION

DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 08/02/2023

In electronic form on the EUR-Lex website under document number 32023M10924

EUROPEAN COMMISSION

Brussels, 8.2.2023 C(2023) 1051 final

PUBLIC VERSION

PROXIMUS NV/SA Boulevard du Roi Albert II 27 1030 Brussels Belgium

ETHIAS NV/SA Rue des Croisiers 24 4000 Liège Belgium

Dear Sir or Madam,

1.1. On 12 January 2023, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation and following a referral pursuant to Article 4(5) of the Merger Regulation, by which the undertakings Proximus NV/SA (‘Proximus’, Belgium), and Ethias NV/SA (‘Ethias’, Belgium), will acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control over the whole of a newly created company “Glasfaser Ostbelgien GmbH” (the ‘JV’, Belgium) by way of purchase of shares in the newly created company constituting a joint venture.

2. The business activities of the undertakings concerned are the following:

 Proximus is the incumbent telecommunications operator in Belgium. It is active in a full range of electronic communications services providing wholesale and retail services, fixed and mobile telecommunications, voice and data services, mainly at national level within Belgium. Proximus is listed on the Brussels Stock Exchange.

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 L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).

3 Publication in the Official Journal of the European Union No C 18, 19.01.2023, p. 12.

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.

 Ethias is a life and non-life insurance company, mostly active in Belgium. Ethias has several subsidiaries, which form together the Ethias Group, and which are amongst other things active in the development of IT/ICT solutions. In the context of the Transaction, the role of Ethias will mainly consist in contributing to the necessary financing of the JV.

3. The JV will roll out and operate, at wholesale level, a passive, open Point-to-Point Fiber-To-The-Home Network (the “FTTH Network”) throughout the territory of the German-speaking Community of Belgium (the Deutschsprachige Gemeinschaft).

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

5. 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 and Article 57 of the EEA Agreement.

For the Commission

(Signed) Olivier GUERSENT Director-General

4 OJ C 366, 14.12.2013, p. 5.

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