EU Commission approves acquisition of joint control of Open Fiber by CDP and Macquarie

The European Commission has approved, under the EU Merger Regulation, the acquisition of joint control of Open Fiber S.p.A. by CDP Equity S.p.A., both of Italy, and Macquarie Group Limited of Australia.

Open Fiber, currently jointly controlled by CDP Equity and Enel S.p.A., is a wholesale-only operator developing, managing and maintaining an optical fibre network in Italy. CDP Equity is a long-term investor in companies of significant national Italian interest, solely controlled by Cassa Depositi e Prestiti S.p.A. (‘CDP’) which, in turn, is solely controlled by the Italian State. CDP is also a minority shareholder and a board member in Telecom Italia S.p.A. (‘TIM’), the Italian telecommunications incumbent.

Macquarie is a multinational investment bank that manages, among others, funds investing in infrastructure and other real assets. The Commission concluded that the proposed acquisition would raise no competition concerns given the absence of horizontal overlaps or vertical relationships between the activities of Macquarie (including its portfolio companies) and Open Fiber.

Finally, the Commission also assessed whether, in light of CDP’s interests in TIM, the transaction would increase the risks of coordination between Open Fiber and TIM. Without prejudice to the applicability of Article 101 and 102 TFEU or any other national equivalent provision on possible anticompetitive effects, the Commission has concluded that the possible anticompetitive concerns are not specific to the proposed transaction, as CDP Equity already had joint control over Open Fiber. The transaction was examined under the normal merger review procedure. More information will be available on the competition website, in the Commission’s public case register under the case number M.10450