Why France blocked Ardian from taking control of a fuel pipeline

The proposed change was a five-point share transfer

Ardian’s vehicle TSE held 47.2% of SPMR. It proposed buying the 5% held by ENI, which would have raised its stake to 52.2%. The authority assessed whether Ardian could then determine commercial policy on its own. Before the proposal the authority treated the company as having no shareholder with decisive control. Source 1 Source 2

The pipeline serves a specific set of delivery areas

SPMR operated a 760 kilometre pipeline network moving about nine million tonnes of refined products annually as described in the decision. The authority examined deliveries to depots in south-eastern France. It found that other pipelines and transport by road, rail and river did not provide credible alternatives for the relevant services. Source 1

Public oversight did not resolve the competition concern

The authority described oversight over the company and tariffs. It nevertheless found that sole control could give Ardian room and incentive to raise prices or change service and investment decisions. It concluded that proposed commitments were insufficient and that suitable injunctions were unavailable. Source 1

The appeal left the prohibition in place

The Conseil d’État rejected the application by TSE and Ardian on 15 February 2024. Its judgment concerns the legality of the competition authority’s 12 May 2021 decision. The proposed ownership column is a counterfactual based on the transaction terms examined in that decision. Source 2 Source 1

Sources

• French competition authority SPMR decision announcement
• Conseil d’État judgment of 15 February 2024, case 454475