C_2023143EN.01000601.xml

Prior notification of a concentration

(Case M.10994 – LIBERTY GLOBAL / FLUVIUS / NETCO)

(Text with EEA relevance)

(2023/C 143/05)

On 18 April 2023, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1).

This notification concerns the following undertakings:

—	Liberty Global plc (‘Liberty Global’, United Kingdom),

—	Fluvius System Operator CV (‘Fluvius’, Belgium),

—	NetCo, newly created company.

Liberty Global and Fluvius will acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control of NetCo.

The concentration is accomplished by way of purchase of shares in a newly created company constituting a joint venture.

The business activities of the undertakings concerned are the following:

—

Liberty Global is an international converged broadband internet, video, fixed-line telephony and mobile communications services company in several Member States, including through Telenet in Belgium and Luxembourg. Telenet is a cable and mobile network operator and video company. Its primary activity consists of the provision of broadband internet, fixed telephony, mobile communications and video services to customers throughout Flanders, parts of Brussels, and a few municipalities in Wallonia. In addition, Telenet serves the business market in Belgium and Luxembourg with connectivity, hosting and security solutions.

—

Fluvius is a Flemish multi-utility utility network operating company for and owned by eleven Flemish intercommunal associations. Fluvius has been delegated the responsibility for the construction, management and maintenance of distribution grids for electricity, natural gas, sewerage and heat by the Intercommunal Associations (2) and also manages the municipal public lighting system in Flanders. Fluvius also operates a limited FTTP network and supplies limited business connectivity services.

Telenet and Fluvius will contribute fixed telecommunications network infrastructure assets currently owned by Telenet and the Intercommunal Associations to the JV. The JV will operate and further roll out a mixed hybrid fibre coaxial (‘HFC’) / Fiber-to-the-Premises (‘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. Telenet and Fluvius will also contribute their dark fibre connections to the JV such that the JV 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 JV’s dark fibre network.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved.

The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

Observations must reach the Commission not later than 10 days following the date of this publication. The following reference should always be specified:

M.10994 – LIBERTY GLOBAL / FLUVIUS / NETCO

Observations can be sent to the Commission by email or by post. Please use the contact details below:

Email: COMP-MERGER-REGISTRY@ec.europa.eu

Postal address:

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

(1) OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

(2) Intercommunal Associations are a form of intermunicipal cooperation foreseen under the Flemish Decree of 22 December 2017 regarding local governance (Decreet van 22 december 2017 over het lokaal bestuur). These forms of cooperation can be set up by Flemish cities and municipalities as a tool to achieve their objectives in one or more policy areas.