AVELLUM advises Naftogaz Group company on Ukrainian merger control clearance for strategic gas distribution assets

AVELLUM advised SJC “Chornomornaftogaz”, an affiliate of NJSC “Naftogaz of Ukraine” – leading state-owned energy holding, on obtaining merger control clearance from the Antimonopoly Committee of Ukraine (“AMC”) in connection with the acquisition of control over a number of gas distribution network operators.

The transaction follows the transfer of corporate rights in the gas distribution operators by Ukraine’s Asset Recovery and Management Agency to Chornomornaftogaz. The assets were seized in the criminal proceeding.

As part of the merger control proceedings, the AMC carried out an in-depth Phase II review in connection with alleged competition law infringements. In this context, the AMC imposed 24 fines of UAH 51,000 (circa. EUR1,000) each and ultimately granted 25 conditional merger clearances.

AVELLUM provided comprehensive competition and regulatory advice throughout the process, including strategic merger control analysis and representation before the AMC during the Phase II review.

“The case raised novel merger control questions at the intersection of merger control enforcement and legislation on management of assets seized in criminal proceedings. The Phase II review demonstrates the AMC’s increasing focus on behavioural and structural safeguards when transactions involve sensitive infrastructure. We were proud to support our client throughout this demanding regulatory process,” says Mykyta Nota, partner at AVELLUM.

The AVELLUM team was led by partner Mykyta Nota, with significant support from counsel Anton Arkhypov, managing associate Olha Samoilenko and associates Veronika Humeniuk, Mariia Bykova and Yuliia Bulenok.