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

On 18 April 2023, the European Commission received notification of a proposed concentration pursuant to Article 3(1)(b) and Article 3(4) of Council Regulation (CE) 139/2004 involving the creation of a full-function joint venture controlled by Liberty Global, through its majority owned and controlled subsidiary Telenet, and Fluvius (together, the Parties).

The business activities of the undertakings concerned are set out below:

-- Liberty Global is an international converged broadband internet, video, fixedline telephony and mobile communications services company active in Ireland, Belgium, Switzerland, Slovakia, the Netherlands and the United Kingdom.

-- Telenet is a telecommunications company active in Belgium, with a nationwide mobile telecommunications network and an existing HFC network in Flanders, parts of Brussels and a few municipalities in Wallonia, as well as in Luxembourg.

-- Fluvius is an operator of essential utility services in Flanders, including electricity and gas distribution, public lighting, sewerage, district heating and associated data management. It is also formally the exploitation company responsible for the HFC network in Flanders which is owned by four of its Intercommunal Association shareholders.

Telenet and Fluvius will contribute fixed telecommunications network infrastructure assets currently owned by Telenet and the Intercommunal Associations to the joint venture. This will lead to a structural separation of Fluvius’ telecommunication activities (into NetCo) and Fluvius’ other activities, i.e. electricity, gas, sewerage and heating (retained by Fluvius). The joint venture will operate and further roll out a mixed HFC and FTTP network within the current geographic footprint of Telenet and Fluvius. It will offer an open network, granting wholesale access to interested third party retail telecommunications operators on non-discriminatory conditions.

The Parties will also contribute their dark fibre connections to the joint venture such that the joint venture will be responsible for selling the dark fibre connections currently commercialised by Fluvius on its network on open and non-discriminatory terms. Telenet will be appointed as the exclusive distributor of the other parts of the joint venture’s dark fibre network. Following discussions with the Belgian Competition Authority (BCA) in relation to concerns from market participants, the Parties have also integrated a number of compliance measures into the operations of the joint venture and Fluvius which ensure robust compliance with

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111

regulatory requirements and eliminate any possible incentives to favour the joint venture’s operations to the detriment of competitors and consumers, and which have been accepted by the BCA.34 These measures include confirmation that the joint venture and Fluvius will comply / will continue to comply with GIPOD and Code Nuts, and the erection of information barriers restricting the exchange of roll-out information between the joint venture and Fluvius.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111