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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 17/10/2014

In electronic form on the EUR-Lex website under document number 32014M7390

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION

Brussels, 17.10.2014 C(2014) 7755 final

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying parties:

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

1.On 18.09.2014, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which GDF SUEZ S.A. ("GDF SUEZ", France), PensionDanmark Holding A/S. ("PensionDanmark", Denmark) and InfraVia European Fund II ("InfraVia", France), owned by OFI InfraVia S.A.S. ("OFI InfraVia", France) and ultimately controlled by the Macif Group ("Macif", France), acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of Noordgastransport B.V. ("NGT", the Netherlands), by way of purchase of shares. NGT is currently jointly controlled by GDF SUEZ and PensionDanmark.

The business activities of the undertakings concerned are:

-- For OFI InfraVia: active in the infrastructure fund management across sectors including transportation, environment, energy and social infrastructure;

-- For GDF SUEZ: energy group with global presence throughout the entire energy value chain in electricity and natural gas;

-- For PensionDanmark: a Danish not-for-profit, labour-market-related, life-insurance limited company;

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.

2- For NGT: owner and operator of a subsea transportation system for natural gas in the Netherlands.

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(b) 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 338 of 27.09.2014, p. 35.

3OJ C 366, 14.12.2013, p. 5.