Energy, Estonia, Legislation, Mergers and take-overs

"Eleon Grupp submitted sizable objections in the procedure concerning the merger of Nelja Energia and Enefit Green, but the Competition Authority has not issued any kind of feedback regarding the filed objections," the company said.

Eleon said that the transaction between Eesti Energia and Nelja Energia was carried out in secret. According to the company, Eesti Energia has announced in media that the transaction was completed on Nov. 6, right after receiving the merger permission. The Competition Authority informed the public of the merger decision only on Nov. 7 and persons who submitted objections in the merger procedure were not informed of the decision at all, Eleon said.

Silja Holsmer, representative of Eleon and sworn advocate at Supremia, said in a press release that the Competition Authority has by now told them that merger participants on Nov. 19 will announce what kind of data they consider to be a trade secret in the merger decision and only then will the Competition Authority decide in which form to forward the decision to Eleon.

"At the same time, it is clear that there was enough time in the framework of the merger procedure to determine what the trade secrets of participants are and are not and for those submitting objections, the Competition Authority asked for the immediate submission of relevant information right after the submission of objections in early summer already," Holsmer said. According to the lawyer, the authority was aware of the submitted objections and through that also of the possible interest of market participants in contesting the decision with the aim of preventing the completion of the transaction.

"However, the Competition Authority has considered it necessary to inform only participants of the merger of the decision and to inform the public of it only after the transaction has taken place, leaving the decision unannounced to persons interested. With the aforementioned, the effective protection of the rights of persons is significantly hindered," Holsmer said.

In response to a complaint by Estonian businessman Oleg Ossinovski's company Skinest Energia, the Tallinn administrative court on Thursday suspended the decision with which state-owned energy group Eesti Energia was allowed to purchase producer of renewable energy Nelja Energia. Skinest Energia, a company held by Ossinovski, a few days after the decision of the Competition Authority submitted a complaint to the Tallinn administrative court for the annulment of the Competition Authority's decision and identification that the merger of Eesti Energia's subsidiary Enefit Green and Nelja Energia is prohibited.

Alternatively, Skinest Energia is applying for the Competition Authority to make a new decision with which the merger of the companies would be prohibited or, as another alternative, the Competition Authority would be obligated to continue handling the merger of Enefit Green AS and Nelja Energia AS.

Along with the complaint, Ossinovski's company also submitted an application for preliminary legal protection, with which it asked to immediately suspend the validity of the decision of the Competition Authority retrospectively and prohibit the entry into force of the merger of Enefit Green and Nelja Energia until the court verdict concluding the procedure of the court case in question enters into force.

The court with a November 8 order suspended the validity of the Competition Authority's decision and prohibited the entry into force of the merger of Enefit Green and Nelja Energia until December 10.