Veolia Environnement S.A. – Suez S.A. – C&I and Medical Waste Undertaking, Water Services Undertaking and IWS Undertaking

On 21 December 2021, the ACCC announced it had accepted three court-enforceable divestiture undertakings (the Undertakings) given by Veolia Environnement S.A and its subsidiary, Veolia Environmental Services (Australia) Pty Ltd (Veolia) pursuant to s 87B of the Competition and Consumer Act 2010 (Cth) in connection with Veolia’s proposed acquisition of Suez S.A. (Suez) (the Proposed Acquisition). The Undertakings relate to:

• a collection of Veolia and Suez’s commercial and industrial (C&I) waste collection and medical waste assets in Sydney, Perth and Adelaide, and some national C&I customer contracts (C&I and Medical Waste Undertaking),
• Suez Water, which supplies design, construction, operation and maintenance services for large scale water projects for local authorities and municipal customers (Water Services Undertaking).
• Veolia’s 50.01 per cent interest in Integrated Waste Services Partnership (IWS Undertaking).

The ACCC was concerned that without the Undertakings, the Proposed Acquisition would have the effect, or would be likely to have the effect, of substantially lessening competition in the markets for:

• waste collection from national / multi regional C&I customers,
• medical waste collection in South Australia,
• the design and construction and / or operation and maintenance services for large scale (primarily municipal) water and wastewater treatment facilities in Australia, and
• dry C&I waste disposal servicing in Adelaide.

(collectively the Relevant Markets).

The C&I and Medical Waste Undertaking identifies REMONDIS Australia Pty Ltd as the approved purchaser of the Divestiture Business.

The Water Services Undertaking names a consortium of investors as the approved purchaser of the Divestiture Business pursuant to an existing commercial agreement for the sale of Suez’s Australian municipal water activities, which is now known as ‘new SUEZ’. The consortium is comprised of Meridiam S.A.S., Global Infrastructure Management, LLC, Caisse des Dépôts et Consignations and CNP Assurances S.A.

The IWS Undertaking identifies Pelican Asset Co Pty Ltd, Pelican Land Co Pty Ltd and First Sentier Investors (Australia) RE Ltd (FSI) as the approved purchaser of the Divestiture Interest pursuant to an existing commercial agreement.

Objectives of the Undertakings

The objective of these Undertakings is to address the ACCC's competition concerns as set out in each of the Undertakings that would otherwise arise as a consequence of the Proposed Acquisition. 

The Undertakings aim to achieve these objectives by placing obligations on Veolia to:

1. ensure that each Divestiture Business/Divestiture Interest are sold to Approved Purchasers that will result in the creation or strengthening of a viable, effective, stand-alone, independent and long term competitor in each of the Relevant Markets;
2. ensure the purchaser of each respective Divestiture Business/Divestiture Interest has all the necessary associated assets and rights to compete effectively with Veolia;
3. maintain the economic viability, marketability, competitiveness and goodwill of each Divestiture Business/Divestiture Interest prior to divestiture; and 
4. provide for the effective oversight of Veolia’s compliance with the Undertakings.

Update

Given the transaction between Veolia and FSI closed prior to completion of the Proposed Acquisition, Veolia was not required to divest the Divestiture Interest in accordance with the IWS undertaking.