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Supreme Court rejects Enefit Green appeal

The signing of the Nelja Energia acquisition by Eesti Energia subsidiary Enefit Green.
The signing of the Nelja Energia acquisition by Eesti Energia subsidiary Enefit Green. Source: Eesti Energia

The Supreme Court of Estonia rejected an appeal by Eesti Energia subsidiary Enefit Green of a Tallinn Circuit Court ruling regarding the acquisition of Nelja Energia.

Enefit Green appealed the Tallinn Circuit Court ruling on October 10. On December 18, the Supreme Court (Viive Ligi, Heiki Loot, Nele Parrest during preliminary hearings) decided to reject the appeal.

Eesti Energia spokesperson Priit Luts told ERR that Enefit Green was involved as a third party in a dispute between the Competition Authority and wind energy businesses, and that the Competition Authority and businesses' dispute would now return to the first-tier administrative court. Luts confirmed that this would not affect the legality of the Enefit Green and Nelja Energia merger, and that the transaction is not reversible.

"September's Tallinn Circuit Court ruling did not comment on the legality of the authorization, but rather said that the companies' case needs to be substantially reviewed and resolved," Luts said. "Tallinn Circuit Court stressed that the final result of this dispute will not affect the validity of the Nelja Energia acquisition. According to the court ruling, the circuit court agreed with the Competition Authority and found that the possible annulment or cancellation of the authorization for acquisition will not void the acquisition transaction of Nelja Energia shares."

Circuit court ruling

Tallinn Circuit Court ruled in a dispute in which companies belonging to the Wind Technology Association filed a complaint seeking for the legality of the acquisition of Nelja Energia by Estonian state-owned energy group Eesti Energia last November to be considered.

According to the circuit court ruling, the Competition Authority's administrative act which permitted the merger of the two major energy companies is revocable after the merger has occurred as well, and it does not support the Competition Authority's understanding that following that nobody could dispute the merger authorization following the acquisition of Nelja Energia shares by Eesti Energia.

On November 6, 2018, the Competition Authority granted authorization for the merger of Eesti Energia subsidiary Enefit Green and Nelja Energia. That same day, Enefit Green acquired Nelja Energia's shares and the merger was completed. The public and interested parties were informed of the granting of the merger authorization as well as the completion of the transaction the next day.

Companies belonging to the Wind Technology Association found that with such timing, parties to the merger aimed to rule out any opportunity to dispute the Competition Authority's merger authorization.

According to the contract of purchase and sale of the sahres, Eesti Energia's renewable energy subsidiary Enefit Green acquired 100 percent of Nelja Energia shares. The company paid €289 million for the shares, and Enefit Green also took over Nelja Energia's liabilities in the amount of €204 million.


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Editor: Aili Vahtla

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