In a transaction that did not require the approval of the Estonian Competition Authority.the European Diversified Infrastructure Fund II SPSc (EDIF II) earlier this week acquired an 85% shareolding in OÜ Utilitas, Estonia's largest district heating company.

The Estonian Competition Authority confirmed to ERR on Friday that they did not receive an application for the approval of the transaction, nor did they require one in this case.

"If this is the acquirer's first investment in the Baltics, in this case the acquirer's turnover does not exceed the turnover requirement as based on the Competition Act, and thus there is no need to submit a merger notice to the authority," Estonian Competition Authority spokesperson Maarja Uulits said.

According to the Competition Act, a merger shall be subject to control by the Estonian Competition Authority if, during the previous financial year, the aggregate turnover in Estonia of the parties to the merger exceeded €6 million and the aggregate turnover in Estonia of each of at least two parties to the merger exceeded €2 million.

With an agreement signed in Tallinn on Wednesday, dedicated long-term infrastructure fund EDIF II, which is managed by First State Investments (First State), acquired an 85% shareholding in the Estonian energy group Utilitas. 

The Estonian company's current shareholders and managers will retain a combined 15% of shares.

"It is €320 million that will be going to the company," Utilitas supervisory board chairman Kristjan Rahu said, commenting on the price tag of the transaction.

Utilitas is Estonia's largest district heating company as well as one of its largest producers of renewable energy. The company operates a total of 521km of district heating networks, supplying heat to some 166,000 households in eight Estonian cities, including Tallinn.

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