Calisen / MapleCo merger inquiry
| Date | 13 March 2023 |
| Decision Date | 13 March 2023 |
| Subject Matter | Mergers |
| Court | Competition and Markets Authority (EW) |
Acquisition by Calisen Midco I of Maple
Topco Limited
Decision on relevant merger situation and substantial
lessening of competition
ME/7025/22
The CMA’s decision on reference under section 33(1) of the Enterprise Act 2002 given on
18 May 2023. Full text of the decision published on 14 June 2023.
Please note that [] indicates figures or text which have been deleted or replaced in
ranges at the request of the parties or third parties for reasons of commercial
confidentiality.
Assessment
PARTIES
Acquirer
1. Calisen Limited (Calisen) is principally a supplier of meter asset provider (MAP)
services, under which MAPs purchase meters from meter manufacturers and rent
them to retail energy suppliers, typically over a 10 to 15-year period. Energy
suppliers use MAP services to finance the rollout of domestic gas and electricity
smart meters to end-users across Great Britain, as discussed further in the
background section below (paragraphs 18 to 34).
2. Calisen’s core business is split into three operations in Great Britain:
(a) Calvin Capital, which operates as a MAP and owns a large portfolio of gas and
electricity meters;
(b) Lowri Beck, which primarily installs, maintains, and provides meter reading and
data aggregation and collections services; and
Page 2 of 21
(c) Plug Me In, which provides electric vehicle ‘EV’ charging station installation
services.1
3. The turnover of Calisen in the financial year ending 31 December 2021 was £268.8
million, all of which was generated in Great Britain.2
Target
4. Maple TopCo Limited (MapleCo) is a MAP that owns a portfolio of domestic gas
and electricity smart meters in Great Britain.3
5. MapleCo was created to provide in-house MAP services for Scottish & Southern
Energy (SSE). SSE sold its retail energy business to OVO Energy in 2019.
Following the acquisition by OVO, the pipeline of smart meter installations that had
previously been awarded to MapleCo by SSE continued to be provided by MapleCo.
MapleCo’s only origination customer is OVO.4
6. MapleCo is currently indirectly wholly owned by funds whose investment manager is
Equitix Investment Management Limited (Equitix).
7. The turnover of MapleCo in the financial year ending 31 March 2022 was £[]
million, all of which was generated in Great Britain.5
TRANSACTION
8. The Merger is governed by to two agreements signed on 7 November 2022:
(a) A share purchase agreement under which Calisen Midco I Limited6 will acquire
the entire issued share capital of MapleCo and issue shares to Equitix Maple
BidCo 1 (an Equitix entity); and
(b) A share and loan note purchase agreement under which Equitix Maple BidCo
1 will purchase further shares in Calisen Midco I Limited7 (together, the
Merger).
9. The Merger is conditional on CMA clearance.
1 Final Merger Notice submitted on 24 Mar ch 2023 (FMN) paragraphs 3.12 to 3.17.
2 FMN, Table 6.1.
3 FMN, paragraph 3.12.
4 MapleCo has been awarded only one ot her origination contract, which was []. However, [] ceased
trading within a few months of the contr act award and MapleCo only ins talled [] meters (on a trial basis)
prior to its collapse ( FMN, paragraph 3.2 to 3.4).
5 FMN, Table 6.1.
6 Calisen Midco I Limited indirectly ow ns Calisen.
7 FMN, paragraph 1.1.
To continue reading
Request your trial