2000/45/EC: Commission Decision of 29 September 1999 declaring a concentration to be compatible with the common market and the EEA Agreement (Case IV/M.1532 — BP Amoco/Arco) (Text with EEA relevance.) (notified under document number C(1999) 3059)
Data as of 2026-07-04 · Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗
Subject to the condition of full compliance with the commitments with regard to the divestiture of [certain pieces of SNS gas transportation and processing infrastructure] which are set out in the Annex, the concentration notified by BP Amoco plc on 4 May 1999 relating to the acquisition of control of Atlantic Richfield Company is declared compatible with the common market and with the EEA Agreement.
This Decision is addressed to: BP Amoco plc Britannic House 1, Finsbury Circus London EC2M 7BA United Kingdom Done at Brussels, 29 September 1999. For the Commission Mario Monti Member of the Commission (1) OJ L 395, 30.12.1989, p. 1; corrected version in OJ L 257, 21.9.1990, p. 13. (2) OJ L 180, 9.7.1997, p. 1. (3) OJ C ..., ..., p. .... (4) See Commission Decision of 11 December 1998 in Case IV/M.1293 - British Petroleum/Amoco Corporation. (5) Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Notice on the calculation of turnover (OJ C 66, 2.3.1998, p. 25). To the extent that figures include turnover for the period before 1 January 1999, they are calculated on the basis of average ECU exchange rates and translated into EUR on a one-for-one basis. (6) See Commission Decision in Case IV/M.1200 - Arco/Union Texas, OJ C 16, 21.1.1999, p. 8; Commission Decision in Case IV/M.88 - Elf Enterprise, OJ C 203, 2.8.1991; and Commission Decision in Case IV/M.85 - Elf Occidental, OJ C 160, 20.6.1991. (7) Parts of this text have been edited to ensure that confidential information is not disclosed; those parts are enclosed in square brackets. (8) Prices in the crude oil trade markets may be significantly influenced by mere announcements following an OPEC meeting. (9) Arco has no interests in on-shore production fields. (10) In this section the references to capacity are based on actual capacity as indicated by the market players. Those references therefore constitute business secrets of the respective players that cannot be meaningfully summarised in a non-confidential manner. Although the nameplate capacity of the infrastructure is publicly available, this has proven not to be a reliable indicator in all markets. (11) Million metric standard cubic foot per day. (12) Defined as the unused capacity available in the infrastructure regardless of the origin of the actual gas throughput (equity gas of the owners of the infrastructure + gas for which a TPA agreement is concluded).
Undertakings presented by BP Amoco plc pursuant to Article 8(2) of Regulation (EEC) No 4064/89 with a view to eliminating competition concerns 1. Definitions 1.1. In these undertakings: "ABL" means Arco British Limited (a wholly owned subsidiary of Arco); "approval date" means the date of the Decision issued by the Commission pursuant to Article 8(2) of Regulation (EC) 4064/89 declaring the concentration between BPA and Arco compatible with the common market subject to BPA complying with the undertakings set out herein or, in the absence of any such Decision, the date upon which, pursuant to Article 10(6) of that Regulation, the said concentration is deemed to have been declared compatible with the common market; "Arco" means Atlantic Richfield Company; "BPA" means BP Amoco plc; "BP Amoco affiliate" means any company over which, or the purposes of Article 3(3) of Council Regulation (EC) 4064/89, BPA has the possibility of exercising decisive influence; "Commission" means the Commission of the European Communities; [...] "Merger Agreement" means the Agreement and Plan of Merger dated as of 31 March 1999, and made among BPA, Arco and Prairie Holdings, Inc.; "nominee" means the person appointed by BPA pursuant to paragraph 2.5, 2.6 or 2.7 (as the case may be); "relevant assets" means the following: [...] [...] 2. Divestment of relevant assets and related matters 2.1. BPA hereby undertakes to the Commission: 2.1.1. to procure that ABL shall, no later than by [a specified time], have transferred legal title to the relevant assets to one or more purchasers approved by the Commission; and 2.1.2. not without the Commission's prior approval to reacquire, and to procure that the BP Amoco affiliates shall not without the Commission's prior approval reacquire, any of the relevant assets, provided that if by the 14th day after the date upon which BPA sends a written request to the Commission seeking such approval, the Commission has not given written notice to BPA denying such approval, the Commission shall be deemed to have given such approval. 2.2. If at any time after the concentration completion date the Commission has reasonable grounds to suspect that BPA is failing to comply diligently with the undertaking given in paragraph 2.1.1 above, the Commission shall have the power to appoint a trustee. 2.3. If by [a specified date], ABL has not transferred legal title to the relevant assets to one of more purchasers approved by the Commission, BPA shall appoint a trustee. 2.4. The appointment of a trustee pursuant to paragraphs 2.2 and 2.3 shall be effected, and the mandate of any trustee so appointed, shall be as described in the Appendix hereto. 2.5. By [a specified date] after the approval date, BPA shall submit to the Commission the name of a person, independent of BPA, who BPA considers appropriate (in view of that person's knowledge and experience) to act as BPA's nominee (the nominee) for the purposes of participating after the concentration completion date in any discussions with the owners of equity interests in the relevant assets and exercising ABL's right to vote at meetings of the Operating Committees of the relevant assets in regard (in either case) to the transportation and/or processing in any of the relevant assets of gas owned by any party which does not own an equity interest in the relevant asset in question. 2.6. If the Commission rejects the name submitted to it by BPA pursuant to paragraph 2.5 above, BPA shall, within seven days of receiving written notice of such rejection, submit the name of an alternative person to act as nominee, provided that if by the 14th day after that date upon which BPA submits the name of a person to act as nominee (whether pursuant to paragraph 2.5 or pursuant to this paragraph 2.6), the Commission has failed to give BPA written notice of rejection of the person so named, that person shall be deemed to have been approved by the Commission to act as nominee. 2.7. In the event that the Commission, upon reasonable grounds, rejects two individuals proposed consecutively by BPA to act as nominee, the Commission shall name an alternative individual having the requisite degree of knowledge and experience to act as nominee, and within seven days of the Commission having done so, BPA shall appoint that person as nominee. 2.8. If upon reasonable grounds the Commission considers that the nominee is failing to carry out diligently his/her mandate, the Commission shall be entitled to give written notice thereof to BPA, in which event a new person shall be appointed (in accordance with the procedure described in paragraphs 2.5 to 2.7 above, mutatis mutandis) to act as nominee. 2.9. The nominee's mandate shall be to ensure that during the period commencing on the concentration completion date and ending on the date upon which legal title to a relevant asset is transferred to a purchaser approved by the Commission, ABL's rights under the Operating Agreement (or similar) in relation to the transportation and/or processing in that relevant asset of gas owned by parties who have no equity interest in that relevant asset, are exercised in the best interests of the relevant asset in question. In addition to the foregoing, the nominee shall from time to time (and no less frequently than every two months) provide a written report to the Commission on progress in the discharge of the nominee's mandate. 3. Notices and other communications 3.1. All notices and other written communications between the Commission and BPA required by or relating to the undertakings contained herein (including the Appendix hereto) shall be sent by facsimile or by overnight courier to the following number/address: If to the Commission: - if by facsimile: (32-2) 296 43 01, - if by courier: Commission of the European Communities (DGIV B) 150 Avenue de Cortenbergh//Kortenberglaan 150 Brussels Belgium marked for the attention of the Director in charge of merger control; If to BPA: - if by facsimile: (44-207) 496 45 71, - if by courier: BP Amoco Legal BP Amoco plc Britannic House 1 Finsbury Circus London EC2M 7BA United Kingdom marked for the attention of Juan A. Rodriguez, solicitor. 3.2. Each notice and other communication sent by facsimile shall be deemed to have been received on the day and at the time indicated in the transmission report issued by the facsimile unit from which the said notice or other communication was sent unless such time is after 5 p.m. in the country of receipt or such day is not a working day in the country of receipt, in which event the said notice or other communication shall be deemed to have been received at 10 a.m. on the next working day in the country of receipt. Each notice and other communication sent by overnight courier shall be deemed to have been received on the day and at the time indicated in the acknowledgment of receipt given to the individual who effects such delivery unless such time is after 5 p.m. in the country of receipt or such day is not a working day in the country of receipt, in which event the said notice or other communication shall be deemed to have been received at 10 a.m. on the next working day in the country of receipt. 4. Reports and approval of purchaser(s) of relevant assets 4.1. BPA shall: 4.1.1. promptly inform the Commission of all material developments (including but without limitation the identity of any proposed purchaser of the relevant assets) that relate to the compliance by BPA with the undertakings set out herein; and 4.1.2. every two months during the period commencing on the approval date and ending at such time as legal title to the relevant assets has been transferred to one or more purchasers approved by the Commission, send to the Commission a written report describing the current status of the divestment process being followed in relation to the relevant assets. 4.2. At such time as BPA gives notice to the Commission of the identity of any proposed purchaser of any of the relevant assets, BPA shall include in such notice such information as BPA possesses in regard to the matters indicated in points (i) to (iv) of paragraph 4.3. 4.3. The Commission shall use its best endeavours to inform BPA within 14 days after receiving any notice sent pursuant to paragraph 4.2 above of the suitability of any proposed purchaser(s) of the relevant assets. The Commission, in determining whether any proposed purchaser is suitable, will take into account whether the prospective purchaser concerned: (i) appears to possess the status and resources necessary to own the relevant asset in question as a viable competitor to BPA; (ii) is independent of BPA; (iii) can be shown not to have significant and relevant commercial connections with BPA which may call into question its independence from BPA; and (iv) has, or reasonably can obtain, all necessary approvals from the relevant competition authorities and other regulatory authorities in the European Community and elsewhere (if necessary). If by the end of the 14th day after receiving any notice sent pursuant to paragraph 5.2 above, the Commission has not given BPA written notice of rejection of any proposed purchaser (specifying in reasonable detail the reasons for such rejection), the proposed purchaser(s) named in that notice shall be deemed to have been approved by the Commission as suitable to purchase the relevant asset in question. 5. Duration of undertakings The undertakings given by BPA herein shall automatically lapse if and at such time as the Merger agreement is terminated pursuant to Article V thereof, or, if for any other reason, the proposed concentration between BPA and Arco does not proceed or is abandoned. Appendix 1. (a) If the Commission decides to exercise the powers referred to in paragraph 2.2, it shall request BPA to propose to the Commission, within seven days of BPA receiving notification of such request, the names of at least two experienced investment banks or similar such institutions, independent from BPA, whom BPA considers appropriate to be appointed as trustee. (b) If by the later of the relevant date and the concentration completion date, ABL has not transferred legal title to the relevant assets to one or more purchasers approved by the Commission, BPA shall, by the seventh day after the later of the relevant date and the concentration completion date, propose to the Commission the names of at least two experienced investment banks or similar such institutions, independent from BPA, whom BPA considers appropriate to be appointed as trustee. (c) The Commission shall have the discretion to approve or reject one or both of the names submitted by BPA pursuant to paragraphs 1(a) and/or 1(b) of this Appendix, save that if by the 14th day after the date upon which BPA submits such names, the Commission has not given BPA written notice that the Commission rejects the institutions so named by BPA, such institutions shall be deemed to have been approved by the Commission. If, pursuant to the foregoing, only one name is approved, BPA shall appoint the institution concerned as trustee. If more than one name is approved, BPA shall be free to choose the trustee to be appointed from among the names approved. (d) If all the names submitted pursuant to paragraph 1(c) of this Appendix are rejected, BPA will submit the names of at least two further such institutions ("the further names") within seven days of being informed of the rejection. If only one further name is approved by the Commission (or deemed to have been so approved because the Commission has failed within 14 days of receiving the further names to have given BPA written notice that the Commission rejects such further name), BPA shall appoint the institution concerned as trustee. If more than one further name is approved, BPA shall be free to choose the trustee to be appointed from among the names approved. (e) If all further names are rejected by the Commission, the Commission shall nominate a trustee to be appointed by BPA. 2. As soon as the Commission has given approval to one or more names submitted, or nominated a trustee, BPA shall appoint the trustee concerned within seven days thereafter. 3. The trustee's mandate shall comprise the following functions: (a) to monitor BPA's maintenance of the viability and market value of the relevant assets, and that each of the relevant assets is being operated in the normal course of business and consistent with its status; (b) to monitor the satisfactory discharge by BPA of its obligations under the undertaking given in paragraph 2.1.1 (save that any trustee appointed pursuant to paragraph 2.3 shall, in addition to the other duties forming part of his/her mandate, be required by [...] after his/her appointment to transfer legal title to the relevant assets to one or more purchasers approved by the Commission [...]). In particular, the trustee shall: (i) monitor and advise the Commission as to the adequacy of the procedure for selecting purchasers to purchase the relevant assets and as to the conduct of the negotiations with each such purchaser; (ii) monitor and advise the Commission as to whether the agreements to be entered into with each purchaser of one or more of the relevant assets will properly provide for the divestiture of the relevant asset(s), as provided for in the undertaking given in paragraph 2.1.1; and (c) to provide written reports ("the trustee's reports") to the Commission on progress in the discharge of the trustee's mandate, identifying any respects in which he/she has been unable to discharge his/her mandate. Such reports shall be provided at regular monthly intervals commencing one month after the date of his or her appointment, or at such other time(s) or time periods as the Commission may specify. 4. At any time during the term of the trustee's appointment, the Commission may, if on reasonable grounds, it believes that the undertaking given in paragraph 2.1.1 is not being properly complied with, request the trustee to carry out the following additional functions ("the request"), and the trustee's mandate shall be deemed to be extended accordingly (save that in the event of conflict with the initial functions (as specified in paragraph 3 of this Appendix), the trustee shall give priority to the discharge of these additional functions): (a) to ensure that the relevant assets are not being operated other than in the normal course of business consistent with their status; (b) to ensure the proper divestment of the relevant assets; (c) in the trustee's reports, or in any event within no later than one month of being notified of the request, to submit to the Commission a proposal for the method and timescale proposed by the trustee for the divestiture in accordance with the undertaking given in paragraph 2.1.1 of the relevant assets (in which event the Commission will, as soon as reasonably practicable, approve the proposal or indicate any changes that it may require); (d) in the trustee's reports, or as soon as negotiations are entered into with prospective purchasers, to provide to the Commission sufficient information to enable the Commission to decide on the suitability of the purchaser(s) in question; (e) to break off negotiations with any prospective purchasers, or to instruct BPA to break off such negotiations, if it appears to the Commission that the negotiations concerned are being conducted with an unsuitable purchaser; and (f) to submit to the Commission for approval an agreement for sale and purchase of the relevant assets (or any of them); such agreement to be unconditional on both purchaser and seller and irrevocable except for the approval(s) required from the Commission, and any approvals required from any other authority or person. 5. BPA undertakes to provide the trustee with all such assistance and information, including copies of all relevant documents, as he or she may reasonably require in carrying out his or her mandate, and to pay reasonable remuneration for his/her services. 6. If BPA should announce that the proposed concentration between BPA and Arco has been irrevocably abandoned, the trustee's mandate(s) shall be deemed to be discharged, and his/her appointment shall forthwith be terminated.
Source: EUR-Lex (Publications Office of the EU), © European Union, reuse permitted under Commission Decision 2011/833/EU.