On September 15, 2020, the ICA imposed total fines of approximately €150,000 on Acea S.p.A. (“Acea”), Mediterranea Energia Soc. Cons. a r.l. (“Mediterranea”) and Alma C.I.S. S.r.l. (“Alma” and, together with Acea and Mediterranea, the “Parties”) for failure to notify their acquisition of joint control over Pescara Distribuzione Gas S.r.l. (“Pescara Distribuzione”) before implementing the transaction, in violation of Article 16(1) of Italian Law No. 287/90.
On May 18, 2020, the Parties notified two transactions to the ICA, namely: (i) the acquisition of joint control over Pescara Distribuzione (the “First Acquisition”), pursuant to a preliminary purchase and sale agreement signed by the Parties on October 11, 2018 and executed on March 18, 2019; and (ii) the acquisition of joint control over Alto Sangro Distribuzione Gas. S.r.l. (“Alto Sangro Distribuzione”) (the “Second Acquisition”), pursuant to a preliminary agreement signed by the Parties on March 10, 2020.
In the Parties’ view, the two transactions were interdependent within the meaning of Article 5(2) of EU Regulation No. 139/2004 (the “EU Merger Regulation”) as they were part of Acea’s expansion project in the distribution of natural gas in central Italy (and in Abruzzo in particular). Moreover, they did not violate the obligation of prior notification as they notified the First Acquisition before the closing of the Second Acquisition.
The ICA took the opposite view, noting that the First Acquisition was an above-threshold transaction and, therefore, should have been notified before its closing, as required by Italian Law No. 287/90. Moreover, even if they had been part of one and the same concentration, they should have been notified before the closing of the First Acquisition, rather than the closing of the Second Acquisition. It reasoned that this conclusion was consistent with Article 5(2) of the EU Merger Regulation, which is aimed at capturing various sub-threshold transactions and parallel agreements that are spread over time by parties with a view to eluding merger control.
 The transaction concerns the natural gas distribution sector. Acea is a multi-utility leader in the water sector and one of the top operators in the electricity distribution, energy and environment sectors. Mediterranea is active in the distribution of methane gas, LPG and propane air. Alma is a leading provider of innovative and sustainable solutions for energy systems, building and infrastructure.
 Pescara Distribuzione manages the gas distribution service in the municipality of Pescara.
 ICA Decision No. 28350, Case C12295B, Acea-Mediterranea-Alma C.I.S./Pescara Distribuzione Gas.
 Alto Sangro manages the gas distribution service in the municipalities of Alto Sangro and of Parco Nazionale d’Abruzzo and all related infrastructure activities.
 According to which “two or more transactions … which take place within a two-year period between the same persons or undertakings shall be treated as one and the same concentration arising on the date of the last transaction.”