Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229- 64301. E -mail: COMP -MERG ER-REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 25.05.2022  
C(2022) 3613 final  
PUBLIC VERSION 
 
Volkswagen Aktiengesellschaft  
Berliner Ring 2  
38440 – Wolfsburg 
Germany 
 
Trinity  Investments Designated Activity 
Company  
Fourth Floor - 3 George’s  Dock – IFSC  
Dublin 1- D01X5X0  
Ireland 
Subject : Case M. 10565 – VOLKSWAGEN / TRINITY / EUROPCAR  
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004
1 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
 
(1) On 19 April  2022, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Volk swagen 
Aktiengesellschaft (‘Volkswagen ’, Germany) and Trinity Investments Designated 
Activity Company (‘ Trinity ’, Ireland), managed by Attestor Limited (‘Attestor ’, 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on 
the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the 
replacement of ‘ Community ’ by ‘ Union’  and ‘ common market ’ by ‘internal market ’. The terminology 
of the TFEU will be used throughout this decision. 
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’). 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are shown thus […]
. Where possible the 
information omitted has been replaced by ranges of figures or a general description.
 
 
2 UK), will acquire within the meaning of Article 3(1)(b) of the Merger Regulation 
joint control of Europcar Mobility Group, S.A (‘Europcar’, France) (the 
‘Transaction’).3 (Volkswagen  and Trinity are designated hereinafter as the 
‘Notifying Parties ’, and Volkswagen, Trinity and Europcar are designated 
hereinafter as the ‘Parties ’.) 
1. THE PARTIES  
 
(2) Volkswagen is an automotive Original Equipment Manufacturer (‘OEM’) mainly 
active in the developm ent, manufacture and distribution of new passenger cars, light 
commercial vehicles and trucks . It is the parent company of the Volkswagen group 
of companies , whose vehicle brands include Volk swagen , Porsche, Audi, Škoda, 
Bentley, Bugatti , Lamborghini, SEAT , MAN, Scania and Ducati . Volkswagen is 
also active in  the provision of car rental  services , mainly through Volkswagen 
Financial Services AG  (‘VWFS ’), and other mobility services .  
 
(3) Trinity  is a private investment company established for the purpose of pursuing 
certain investment opportunities, notably in growth stage companies. It is managed 
by Attestor.  
 
(4) Europcar is active in the provision of short -term car rental services,  mainly under the 
Europcar, Goldcar, and InterRent  brands. It also is active in the provision of other 
mobility services and the sale of used vehicles to resellers . 
2. THE CONCENTRATION  
 
(5) Volkswagen, through its subsidiary Volkswage n Finance Luxembourg S.A.,  created 
a special purpose vehicle under the name Green Mobility Holding S.A. ( ‘BidCo’).  
On 20 September 2021, BidCo launched a voluntary takeover offer under French law  
to acquire all of Europcar’s issued and outstanding share capital.   
(6) Post-Transaction, BidCo’s share capital will be owned by Volkswagen  (66%), 
Trinity (27%) and Pon Holdings B.V. (‘Pon’) (7%) (‘the Consortium ’) and it is 
envisaged that, pursuant to the Shareholders ’ Agreement relating to BidCo, key 
strategic decisions with respect to Europcar will be taken by a Supervisory Board (‘SB’) and a Consortium Committee (‘CC’). Each of these  bodies will have five 
members; Volkswagen and Trinity will have the right to nominate two members 
each, and Pon will have the right to nominate one member.  
 
(7) […],
4 […]. 
  
(8) Europcar will therefore be jointly controlled by Volkswagen and Trinity. The 
Transaction is a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.  
 
 
                                                 
3  Publication in the Official Journal of the European Union No C 172 , 26.4.2022, p. 2.  
4 Consultation C.1866.  
 
3 3. UNION  DIMENSION  
 
(9) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million (namely, EUR […] million).5 Each of them has a  
Union -wide turnover in excess of EUR 250 million (Volkswagen: EUR […] million; 
Trinity: EUR […] million; Eur opcar: EUR […] million) , but they do not achieve 
more than two-thirds of their aggregate U nion-wide turnover within one and the 
same Member State. The notified operation therefore has a U nion dimension.  
4. MARKET DEFINITION  
 
(10) The main link between the Parties ’ activities consists in the vertical relationship 
between Volkswagen ’s upstream activities in the manufacture and supply of new 
vehicles and Europcar’s downstream activities in car rental  services . In addition, the 
Parties ’ activities overlap horizontall y as Volkswagen is active to a relatively limited 
extent  overall  in the provision of car rental services.6  
 
(11) There are no overlaps between the activities of Trinity and the activities of the other 
Parties.  
 
4.1. Relevant product market  
4.1.1. Supply of car rental servi ces 
4.1.1.1. Commission ’s practice  
(12) In previous decisions, the Commission considered that it may be appropriate to 
distinguish between short -term car rental services (e.g. provision of cars for an 
individually agreed duration for business or leisure trips) and long-term car rental 
services (e.g. with a rental period of more than one year).7 
 
(13) In addition, the Commission has also considered in previous decisions the possibility of further dividing the short -term car rental market between passenger cars and 
industrial vehicles, i.e. trucks .
8 
 
(14) Within the market for short -term car rental services, the Commission has defined 
separate markets according to customer groups, differentiating between corporate and leisure car rentals. Corporate car rentals would mainly be the result of corporate 
agreements concluded between major car rental companies and large corporations. 
While leisure customers in general rent cars from a wide range of companies, 
corporate car rentals are usually booked  on the basis of corporate agreements  from a 
small group of large, international rental companies that have the requisite airport 
network, reputation, and service levels.
9 
                                                 
5  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
6 Volkswagen’s  car rental activities generate about EUR […]  million in the EEA. There are additional 
minimal horizontal overlaps between the Parties in the s ale of second hand cars, fleet management 
services and car sharing. These overlaps do not give rise to affected markets  and therefore they are 
not discussed further in this Decision . 
7  Cases  M.8569 Europcar/Goldcar , M.6333 BMW/ING Car Lease; M.4613 Euraze o S.A./Apcoa 
Parking Holdings GmbH.  
8  Cases M.8569 Europcar/Goldcar, M.5347 Mapfre/Salvador Caetano/JVs.  
9  Cases M.8569 Europcar/Goldcar, M.2510 Cendant/Galileo . 
 
4 (15) The Commission has further suggested that there may be a replacement rentals 
segment, in which rental companies settle t heir accounts with car insurance 
companies.10 
 
4.1.1.2. Notifying Parties ’ view  
(16) The Notifying Parties submit that the main relevant product market in the present 
case should be defined as an overall market for short -term car rentals,11 irrespective 
of vehicle categor y, whether these services are provided to corporate or leisure 
customers or whethe r the services are marketed as ‘low cost ’ or provided as on- and 
off-airport services.  
 
(17) As regards vehicle, customer or service categories, the Notifying Parties submit that  
there are no clear dividing lines such as to facilitate or justify narrower product 
market definitions within the overall market for short -term car rentals.12  
 
4.1.1.3. Commission ’s assessment  
(18) Several elements support the conclusion that the supply of car rental s ervices should 
be further segmented in line with the Commission’s past decisional practice .  
 
(19) First, a majority of car rental companies, brokers and corporate customers having 
expressed an opinion in the market investigation considers  that it is appropriate to 
distinguish between short and long -term  rental, passengers cars and industrial cars, 
and that short -term rental for passenger cars could be further segmented between 
corporate and leisure customers  because customer groups are different, suppliers 
may be different and prices and conditions may differ.13 In particular, one car rental 
company indicated that ‘customers of short rental vs. long rental cars; passenger cars vs. industrial cars; and corporate passenger cars vs. leisure pass enger cars 
(and/or the requirements of those customers) are generally different ’.
14 Moreover, 
the supply of replacement short -term car rental services appears to constitute a 
distinct market , in particular due to the fact that customers in this segment are 
generally insurance companies and not all suppliers are active in this segment.15  
 
(20) Second, the Parties in their internal documents assess the short -term and long -term 
segments, and leisure and corporate  segments separately.16 
 
(21) Third, market shares are materially different between replacement services and other 
car rental services as well as between passenger and commercial car  rental 
services .17  
 
                                                 
10  Case M.4613 EURAZEO SA / APCOA PARKING HOLDINGS GMBH . 
11  The Parties hardly provide any long -term car rental services.  
12  Form CO, paragraph 210.  
13  Replies to questionnaire 2 to car rental companies, question 4.1, questionnaire 3 to brokers and 
questionnaire  4 to corporate customers, question 4.  
14  Reply to questionnaire 2 to car rental companies, question 4.1.  
15  Form CO, paragraph 92.  
16  Annex 9.2 to QP4, slides 8, 11, 17; annex 15.6 to QP3; slides 16 and 35. 
17  Annexes  9 and 9a to QP1 .  
 
5 (22) Based on the above, for the purpose of assessment of the Transaction and in line 
with past decisional practice , the Commission will assess the effects of the 
Transaction on i) the supply of short -term car rental services  (all), ii) the supply of 
short -term car rental services for passenger  cars, iii) the supply of short -term  leisure  
car rental services , iv) the supply of short -term corporate car rental services,  and v) 
the supply of replacement short -term car rental services .  
 
4.1.2. Manufacture and supply of passenger cars and commercial vehicles  
4.1.2.1. Commission ’s practice  
(23) In previous decisions, t he Commission has defined separate markets for the 
manufacture and supply of (i) passenger cars, and (ii) commercial vehicles. It 
considered further segmentations according to categories that are based on vehicle 
type and size.18  
 
(24) The Commission left open whether low -emission cars should be considered as a 
separate market and whether it should be further segmented according to 
technology19 and according to the vehicle categories.20 
 
(25) In previous decisions , the Commission has not , however, considered whether a 
separate market for the supply of cars to car rental companies exists.  
 
4.1.2.2. Notifying Parties ’ view  
(26) The Notifying  Parties submit that there is no separate market for the manufacture 
and supply of new vehicles to car rental companies.21 In particular, the Notifying 
Parties argue that  the vehicles sold to the rental channel are identical to the vehicles 
sold to the general market , and that t he terms and conditions at which cars are 
offered to rental car  providers are not substantially different from the terms and 
conditions offered to other (bulk-buying) large customers, only cut differently.22  
 
4.1.2.3. Commission ’s assessment  
(27) The Commission’s investigation indicates  that a separate market exists for the 
manufacture and supply of new vehicles to car rental companie s,23 without a need to 
further segment it .24  
 
(28) Several elements support this conclusion.   
                                                 
18 Passenger car categories are A (mini), B (small), C (medium), D (large), E (executive), F (luxury) , J 
(SUVs, further segmented to small, medium and large), M (multi -purpose) and S (sport). Commercial 
vehicle categories are: light commercial vehicles (‘LCV’), up to 3.5 tons (sub -divided to small, 
medium and large), LCV up to 6 tons, medium duty trucks ( up to 16 tons), heavy duty trucks (above 
16 tons) and pickup trucks.  
19 Battery car (‘BEV’), hybrid (‘HEV’) and plug -in hybrid (‘HPEV’).  
20 Case M.9730 FCA/PSA.  
21  Form CO, paragraph 232.  
22  Form CO, paragraph 253.  
23   Replies to questionnaire  1 to car manu facturers,  question 12 and to questionnaire  2 to car rental 
companies, question 6.  
24   Replies to questionnaire  1 to car manufacturers , question 13 and to questionnaire  2 to car rental 
companies, question 7.  
 
6 (29) First, a majority of respondents to the market investigation who expressed a view 
indicated  that vehicle sales to car rental companies are made at diffe rent prices and 
supply conditions (for example, buy-back or leasing arrangements) than those to end 
customers.25 For instance, one car rental company indicated that ‘the conditions 
offered to car rental companies are very specific to the car rental industry  and, to 
our knowledge, not offered to other customers. Vehicles are supplied on the basis of 
buy-back or leasing agreements ’,26 one OEM responded that ‘the conditions for the 
sale of vehicles to rental companies is completely different from those made to other customers’, and another indicated that ‘rebates & holding periods (in case of buy -
back) for STR  [short -term rental]  are different from the other channels ’.
27 One car 
rental company indicated  that ‘the supply of vehicles to rental companies is a 
separate market from the supply of cars to other companies in particular due to the 
difference in pricing and further conditions ’.28 Indeed, car rental companies hold 
vehicles for a limited period of time, usually a few months, and tend to purchase them subject to buy-back agreements with OEMs under which vehicles are sold back to OEMs at a pre -defined price after a certain period of time.
29 To a lesser extent car 
rental companies source vehicles under leasing arrangements or standard purchases. On the other hand, the  majority of car rental companies who  expressed an opinion 
with respect to the affected markets were of the view that suppliers other than OEMs such as leasing companies, new car dealers and used cars dealers can supply them 
with cars.
30 However, as the Transaction does not raise serious doubts as to its 
compatibility with the internal market under the narrowest plausible market 
definition, there is no need to discuss a wider market definition.  
 
(30) Second, the range of vehicles  to be supplie d is negotiated between car rental 
companies and OEMs. A  majority of car rental companies who expressed a view in 
the market investigation indicate s that they purchase ranges of cars with some 
flexibility on the exact product mix, which is ultimately to a l arge extent determined 
by OEMs.31 Similarly, in the pre -notification interviews, one car rental company 
indicated that it ‘typically informs the OEMs of the volume it wants to purchase, and 
the OEMs decide on the splits and models, and therefore ultimately on the car mix . 
By way of overview of the process, [the car rental company] specifies the number of 
units, the specification of such units e.g. fuel type, transmission type, the ratio 
between risk and buy -back and mix of vehicle type (small, medium, large vehicles). 
The relevant OEM engages with [the car rental company]  accordingly in respect of 
each of these criteria in the context of its vehicle production. Though the process is iterative, the OEM ultimately determines and controls what it can deliver to [the car 
rental company] , which outcomes inform [the car rental company] ’s comparable 
conversations with other OEMs and fleet strategy ’.
32 
 
                                                 
25   Replies to questionnaire  1 to car manufactur ers, questions 14 and 15 and to questionnaire  2 to car 
rental companies, questions 8 and 9.  
26  Reply to questionnaire 2 to car rental companies, question 9.  
27  Reply to questionnaire 1 to car manufacturers, question 12.  
28  Reply to questionnaire 2 to car rental companies, question 6.  
29  Minutes of a conference call with a car rental company on 7 February 2022.  
30  Replies to questionnaire  2 to car rental companies, questions 21 and 22.  
31    Replies to questionnaire  2 to car rental companies, question 10.  
32    Minutes of a conference call with a car rental company on 27 January 2022.  
 
7 (31) Third, Volkswagen ’s internal documents analyse the supply of cars to the car rental 
companies separately from the supply of cars to other customers.33 
 
(32) Regarding electric vehicles specifically, the Commission does not see a reason to 
define a separate market  for the manufacture and supply of electric vehicles . First, 
the sources of supply between electric vehicles and internal combustion engine 
vehicles do not differ significant ly as all major OEMs (except Tesla) manufacture 
and supply both electric  vehicles and internal combustion engine  vehicles .34 Second, 
the market shares of Volkswagen in the manufacture and supply of electric vehicles 
do not materially change compared to those for the manufacture and supply of 
internal combustion engine vehicles .35 In any event, the analysis of a separate market 
would not have any appreciable impact in the assessment of the effects of the 
Transaction on the markets in view of the limited presence of these vehicles in the 
car rental companies’ fleets in the EEA.  Indeed, a majority of car rental companies 
who expressed a view in the market investigation indicate d that electric vehicles 
represented less than 10% of their company’s EEA fleet in 2021.36  
 
(33) Based on the above, for the purpose of assessment of the Transaction, the Commission will assess the effects of the Transaction on a separate market for the 
manufacture and supply of passeng er cars and commercial vehicles to car rental 
companies .  
 
4.2. Relevant geographic market  
4.2.1. Supply of car rental services  
4.2.1.1. Commission ’s practice  
(34) In previous decisions, the Commission has considered that  the market for short -term 
car rental services is  national in scope.
37 The Commission also assessed whether the 
local dimension is relevant for the market of short -term car rental services.38 
 
4.2.1.2. Notifying Parties ’ view  
(35) For the purposes of the present case, the Notifying Parties submit that the relevant 
geographic marke t for the provision of short -term car rentals services is  national in 
scope. As Volkswagen Group does not operate classic airport or downtown stations 
but sells car rentals in dealership outlets focussing on workshop repl acement and 
corporate rentals, t here is no significant overlap with Europcar’s traditional airport or 
downtown station-based short -term car rental business.39 
                                                 
33  Annexes 15.1 and 15.2 to QP3.  
34 Annex 3.2 to QP4.  
35  Annex 1 to QP2.  
36  Replies to questionnaire 2 to car rental companies, question 18.  
37  Cases M.8569 Europcar/Goldcar ; M.8309 Volvo Car Corporation/First Rent A Car; M.3090 
Volkswagen/Offset/Crescent/LeasePlan/JV.  
38  Cases M.8569 Europcar/Goldcar, M.8744 Daimler/BMW/Car Sharing JV.  
39  Form CO, paragraph 285.  
 
8 4.2.1.3. Commission ’s assessment  
(36) A majority of respondents to the market investigation having expressed an opini on 
considers  that the market for the supply of car rental services is not larger than 
national .40  
 
(37) In addition, a  majority of respondents to the market investigation having expressed 
an opinion considers  that it is not appropriate to further segment it at local level  to 
individual airport s and downtown locations.41 In particular, one broker explained 
that ‘a rental company based in the airport building is certainly in competition with 
a provider outside an airport. The basis of the consideration here is that vehicles 
from providers located outside an airport can be significantly cheaper for the same 
service. To get to the offer, shuttle services from the airport to the station are used to 
pick up customers in front of the Airport Building. In this case, a reservation mus t 
already been made in advance (pre -booked business)’.42 
  
(38) For the purpose of this Decision, the question of whether the geographic scope of the 
market for short -term car rental services is national or local can be left open, as the 
Transaction would not ra ise serious doubts as to its compatibility with the internal 
market under either plausible market definition.  
 
(39) The Commission will assess the effects of the Transaction on short -term car rental 
services at national level and at local level, the latter defi ned as services provided 
either (i) at the airport (including both on- and off-airport services), or 
(ii) downtown.  
 
4.2.2. Manufacture and supply of passenger cars and commercial vehicles  
4.2.2.1. Commission ’s practice  
(40) In previous decisions , the Commission considered the market for the manufacture 
and supply of new vehicles to be national in scope due to differences in prices, 
customer preferences, regulation, and distribution channels.43  
 
4.2.2.2. Notifying Parties ’ view  
(41) The Notifying Parties submi t that the definition of the geographic market for the 
manufacture and supply of passenger cars and commercial vehicles  can be left open 
in the present case , as the Proposed Transaction does not lead to competitive 
concerns under any conceivable market definition .44 
 
4.2.2.3. Commission ’s assessment  
(42) Several elements indicate that the supply of cars to car rental companies is national in scope .  
                                                 
40   Replies to questionnaire  2 to car rental companies, to questionnaire  3 to brokers and to questionnaire  
4 to corporate customers, question 5.1.  
41   Replies to questionnaire  2 to car rental companies, question 5.3, to questionnaire  3 to brokers and to 
questionnaire 4 to corporate customers, question 5.2.  
42  Reply to questionnaire 3 to brokers, question 5.1.  
43  Case M.9730 FCA/PSA.  
44   Form CO, paragraph 292.  
 
9  
(43) First, the negotiations for the supply of cars to car rental companies take place at the 
national level  on the side of both the OEMs and the car rental companies . In this 
respect, a majority of respondents to the market investigation having expressed an 
opinion indicate s that the negotiations for the supply of cars take place on a country-
by-country basis .45 Similarly, the Notifying Parties submit that for Volkswagen, ‘the 
typical scope of negotiations and agreements with RaC [rental car] customers is 
national ’,46 and that the supply contracts of Volkswagen with rental car companies 
are also negotiated at national level .47 
 (44) Second, prices for the supply of cars to car rental companies differ between Member 
States. In this respect, a majority of respondents to the market investigation having 
expressed opinion indicated that prices of the same cars differ between Member 
States .
48 In particular, one car rental company explained that ‘prices are negotiated 
on country level and can differ up to 10%. This is because the market conditions 
vary between the Member States, as do taxes and ancillary costs ’.49 Similarly, the 
Notifying Parties  explain that, for Volkswagen, […], different VAT regulations and 
different tax regimes apply across Member States.50 For Europcar, […].51 
 
(45) Third, the conditions of supply differ on a by-country-basis.  In this respect, a 
majority of respondents to the market investigation having expressed an opinion 
indicated that the conditions of supply of cars differ between Member States .52 In 
particular, one car rental company responded that ‘discounts, buy back pric es, 
leasing instalments, reconditioning costs etc. can vary significantly from country to 
country ’.53 Similarly, the Notifying Parties submitted that […].54 
 
(46) Fourth, a majority of car rental companies responding  to the market investigation 
indicated that  the fleet mixes supplied to their companies  differ on a country-basis.55 
One respondent explained that ‘customer demand (which is a key driver in 
determining fleet mixes) differs between Member States depending on various 
factors including (but not limited to): size and quality of roads, climate, 
demographic, brand preferences/loyalties, seasonality, business/leisure use etc. 
Model availability and infrastructure (e.g., for charging electric vehicles) may also 
vary between Member States ’.56 Similarly, the Notifying Parties submitted that the 
fleet order mixes can be different  per country.57 
 
                                                 
45   Replies to questionnaire  1 to car manufacturers , question 17 and to questionnaire  2 to car rental 
companies, question 11.  
46  Response to RFI -5 question  3. 
47  Response to RFI -5 question 1.  
48   Replies to questionnaire  1 to car manufacturers , question 19 and to questionnaire  2 to car rental 
companies, question 12.  
49  Reply to questionnaire 2 to car rental compan ies, question 12.  
50  Response to RFI -5 question 2.  
51  Response to RFI -5 question 2.  
52  Replies to questionnaire 1 to car manufacturers, question 20 and to questionnaire 2 to car rental 
companies, question 13.  
53    Replies  to questionnaire  2 to car rental companies, question 13.  
54  Response to RFI -5 question 2.  
55  Replies to questionnaire 2 to car rental companies, question 1 4. 
56  Repl y to questionnaire 2 to car rental companies, question 14.  
57  Response to RFI -5 question 2.  
 
10 (47) Based on the above, for the purpose of assessment of the Transaction, the 
Commission considers that the manufacture and supply of passenger cars and 
commercial vehicles to car  rental companies is national in scope.  
 
5. COMPETITIVE ASSESSMEN T  
5.1. Analytical framework  
(48) Under Article 2(2) and (3) of the Merger Regulation,58 the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the  internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position. Depending on the position of the parties in 
the supply chain, a concentration may entail horizontal and/or non-horizontal effects. 
 
(49) Horizontal effects arise when the parties to a concentration are actual or potential competitors in one or more of the relevant markets concerned. The Commission 
appraises horizontal effects in accordance with the guidance set out in the Horizontal 
Merger  Guidelines.
59 
 
(50) Non-horizontal effects arise when the parties to a concentration operate in different 
levels of the supply chain in certain relevant markets (vertical effects). The Commission appraises non-horizontal effects in accordance with the guidance set out 
in the Non-Horizontal Merger Guidelines.
60 
 
(51) Both the Horizontal and Non- Horizontal Merger Guidelines distinguish between two 
main ways in which mergers between actual or potential competitors on the same relevant market may significantly impede effe ctive competition, namely 
non-coordinated and coordinated effects.  
 
(52) In horizontal mergers, non-coordinated effects may significantly impede effective 
competition by eliminating the competitive constraint imposed by each party to the 
merger on the other, as  a result of which the merged entity would have increased 
market power, without resorting to coordinated behaviour. In that regard, the Horizontal Merger Guidelines consider not only the direct loss of competition 
between the merging firms, but also the re duction in competitive pressure on non-
merging firms in the same market that could be brought about by the merger.
61 
 
(53) The Horizontal Merger Guidelines list a number of factors, which may influence 
whether or not significant non-coordinated effects are likel y to result from a merger. 
In particular, the Horizontal Merger Guidelines refer the large market shares of the merging firms, the fact that the merging firms are close competitors, the limited 
possibilities for customers to switch suppliers or the fact that the merger would 
eliminate an important competitive force.
62 Not all these factors need to be present 
                                                 
58   As regards the assessment in relation to the EEA, see also Annex XIV to the EEA Agreement.  
59   Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (OJ C 31, 5.2,2014, p. 5)  (‘Horizontal Merger Guidelines’) . 
60  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control 
of concentrations between undertakings (OJ C 265, 18.10.2008, p. 6)  (‘Non -Horizontal Merger 
Guidelines’) . 
61  Horizontal Merger Guidelines, paragraph 24. 
62  Non-Horizontal Merger Guidelines, paragraph 26. 
 
11 for significant non-coordinated effects to be likely. The list of factors is also not 
exhaustive. 
 
(54) In non-horizontal mergers, non-coordinated effects ma y arise when the concentration 
gives rise to foreclosure. In vertical mergers, foreclosure can take the form of input foreclosure, where the merger is likely to raise costs of downstream rivals by 
restricting their access to an important input; and/or the form of customer 
foreclosure, where the merger is likely to foreclose upstream rivals by restricting 
their access to a sufficient customer base.
63 
 
(55) In assessing the likelihood of an anticompetitive foreclosure scenario, the Commission examines whether the m erged entity would have post -transaction the 
ability to foreclose access to either inputs or customers, whether the merged entity would have the incentives to do so and whether such foreclosure strategy would have 
a detrimental effect on competition.
64 
 
5.2. Horizontal overlap: the supply of car rental services   
(56) Europcar and Volkswagen are both active in the supply of car rental services , but 
Volkswagen ’s activity is relatively limited overall.  
 
(57) Europcar is present in approximately 130 countries  worldwide and in 2020 had an 
average fleet of around 248 000 vehicles . Europcar’s three major car rental brands 
are Europcar  (a provider of car rental and light commercial vehicle rental services ), 
Goldcar (a low -cost car rental services provider) and InterRent (offering ‘mid-tier’ 
car rental services ). Europcar’s other brands include Buchbinder, Megadrive, and 
Global . In the EEA, Europcar achieves revenues from its direct operations 
(i.e. excluding revenues linked to its franchisee network) in the following EEA 
Member Sta tes: Austria, Belgium, Denmark, Finland, France, Germany, Hungary, 
Ireland, Italy, Luxembourg, Norway, Portugal, Slovakia  and Spain.  
 
(58) Volkswagen provides car rental services , largely limited to VW Group branded 
vehicles , via VW F S, under the brands Euromobil  and FS AG Rent -a-Car, as well as 
through Audi on demand (in Spain), Audi rent, Porsche Drive Rent and Volkswa gen 
Group Retail France (in France), Porsche Bank (in Austria), PHS (in Bulgaria, 
Croatia, Czech Republic, Italy, Poland, Portugal, Romania, Slovakia, Slovenia ). 
Volkswagen provides car rental services in Austria  via ARAC GmbH (‘ARAC ’), in 
Hungary via Eurent Autovermietung Kft. (‘Eurent ’) and in Sweden via Europeisk 
Biluthyrning AB  (‘EB ’). ARAC, Eurent and EB are Europcar franchisee s that are 
operated by Volkswagen.  
 
(59) The Parties ’ activities in  the supply of car rental services overlap in eight  Member 
States .65 At the national level, there are affected markets  in three countries : Austria, 
Germany and Hungary. When local markets (i.e. airports and downtown stations) are 
considered, in the eight Member States in which the Parties operate their own rental 
stations, the Transaction gives rise to 12 affected markets for the supply of short -
term car rental services: in Austria, at the airports of Graz, Innsbruck, Salzburg and 
                                                 
63    Non-Horizontal Merger Guidelines, paragraph 30. 
64    Non-Horizontal Merger Guidelines, paragraph 30.  
65   Austria, Denmark, France, Germany, Hungary, Italy, Portugal and Spain.  
 
12 Vienna, and downtown in the cities of Graz, Linz, Salzburg, Klagenfurt and 
Innsbruck; in Germany, downtown in Ulm; and in Hungary, at Budapest airport and 
downtown in Budapest . 
 
(60) The combined market shares of the Parties do not exceed 40% in any affected 
market, with their combined market shares being 35% or lower in all but two of 
those markets (as shown in Tables 1 and 3 below).  
 
(61) Moreover, t he Parties appear not to be close competitors as they have a somewhat 
different focus. While Europcar is a large  rental car provider with a multi -national 
outreach for business and leisure customers, Volkswagen ’s activities are largely 
concentrated  on mobility replacement offers to workshop and leasing customers as 
well as captive mobility offerings for its own employees.66 Internal documents show 
that Europcar considers its main competitors to be the other large multi-national 
companies rather than Volkswagen.67 Moreover, only a small minority of car rental 
companies that expressed a view in the market investigation take into account Volkswagen’s prices and/or offers when setting their prices and/or offers.
68 
 
(62) As regards the Parties’ competitors in the market s for car rental services, i n addition 
to Europcar, there are four large multi -national car rental companies (Avis, 
Enterprise, Hertz and Sixt) that operate under well -established brands and through an 
extensive footprint of stations. These largest car rental companies in the EEA not  
only service corporate customers, but also leisure travellers to a large extent, either 
under their more recognisable brands  or under subsidiary brands.69 Moreover, the 
Parties also compete with a number of medium-size companies operating a national 
or regional network of rental stations  and local car rental companies operating a 
small number of rental stations . 
 
5.2.1. National markets : Austria, Germany and Hungary  
(63) The Parties’ combined market shares in all horizontally affected markets at the national level are listed in Table 1 below.  
 
                                                 
66  Form CO, paragraph 543.  
67  Form CO, Ann ex 9.2 to QP4, slide 6.  
68  Replies to questionnaire 2 to car rental companies, question 30.  
69 ` The Avis Budget Group’s main car rental brands are Avis and Budget ; Hertz ’s main brands are Hertz, 
Dollar and Thrifty ; Enterprise ’s main brands are Enterprise, National and Alamo.  
 
13 Table 1: Affected  national markets for the supply of car rental services  (market shares 
and HHI70) 
Market  Party  Austria  Germany  Hungary  
Short -term 
(all) 
 
 Europcar  [10-20]% [20-30]% 
Not 
affected  
 
 Volkswagen  [10-20]% [0-5]% 
Combined  [20-30]% [20-30]% 
HHI 2 117  2 496  
∆HHI 377 163 
Short -term 
passenger  
 
 Europcar  [10-20]% [20-30]% [0-5]% 
Volkswagen  [10-20]% [0-5]% [20-30]% 
Combined  [20-30]% [20-30]% [30-40]% 
HHI 2 124  2 789  2 214  
∆HHI 296 181 173 
Short -term 
leisure  
  Europcar  [20-30]% 
Not 
affected  [10-20]% 
Volkswagen  [10-20]% [10-20]% 
Combined  [30-40]% [30-40]% 
HHI 2 305  2 333  
∆HHI 530 581 
Short -term 
corporate  
 
 Europcar  [10-20]% [20-30]% 
Not 
affected  
 
 Volkswagen  [10-20]% [0-5]% 
Combined  [20-30]% [20-30]% 
HHI 1 995  2 846  
∆HHI 289 171 
Short -term 
replacement  Europcar  [5-10]% 
Not 
affected   
 
Not 
affected  
 
 Volkswagen  [10-20]% 
Combined  [20-30]% 
HHI 2 154  
∆HHI 201 
Source: Tables 10, 10a, 12, 13, 14, 14a and Annex 13.1 to QP4, For m CO , and response to 
RFI 11.  
 
 
(64) As shown in Table 1, there  are affected markets at a national level for the  supply of  
short -term car rental services (Austria and Germany) and sub-segments of that 
market, i.e. the supply of short -term  car rental services for passenger cars (Austria, 
Germany and Hungary), the supply of short -term  leisure  car rental services  (Austria 
and Hungary), the supply of short -term  corporate  car rental services  (Austria and 
Germany), and the supply of replacement short -term car rental  services (Austria). 
The market shares of the merged entity on the se markets for short -term car rental 
                                                 
70  The Herfindahl -Hirschman Index (‘HHI’) is a measure of concentration levels in a market. As set out 
in the Horizontal Merger Guidelines, there are unlikely to be horizontal competition concerns in a 
merger with a post -merger HHI between 1 000 and 2 000 and a delta ( ∆HHI) below 250, or a merger 
with a post -merger HHI above 2 000 and a delta below 150. 
 
14 services  range between  22% - 34%. The increment s in market shares brought about 
by the T ransaction range between  4 percentage point s and 13 percentage point s.  The 
HHIs range from 1 995 to 2 846, with the HHI deltas ranging from 163 to 581.  
 
(65) Although there are some markets with a HHI above 2 000 and some with HHI deltas 
above 250, s ignificant competitors are active in each  of the se markets . The major 
international car rental companies  (Sixt, Hertz , Avis, and Enterprise) are all present , 
in addition to local car rental companies . Table 2 presents the market shares i n the 
overall market for the supply of short -term car rental services  in Austria, Germany 
and Hungary.  
 
Table 2: Market shares in overall short -term  car rental services in Austria, 
Germany  and Hungary in 2020.  
Company  Austria  Germany  Hungary  
Europcar  [10-20]% [20-30]% [0-5]% 
Volkswagen  [10-20]% [0-5]% [20-30]% 
Combined  [20-30]% [20-30]% [20-30]% 
Sixt [20-30]% [30-40]% [10-20]% 
Hertz  [10-20]% [5-10]% [10-20]% 
Avis [10-20]% [5-10]% [10-20]% 
Enterprise  [5-10]% [5-10]% [0-5]% 
Others  [10-20]% [10-20]% [20-30]% 
Total  100% 100% 100% 
HHI 2 117  2 496 1 523 
HHI delta  377 163 130 
  Source: Tables 10, 12 and 14 Form CO , and responses to RFI 10 and 11.  
 
(66) In Austria, the merged entity would be the largest player with a market share of [20-30]% and the HHI delta is over 250. However, the HHI is only modestly 
above  2 000 and  Sixt will be just behind the merged entity with a market share of 
[20-30]%. The merged entity would also face competition from  the other  
international players such as Hertz ([10-20]%),  Avis ( [10-20]%)  and Enterpris e 
([5-10]%), as well as smaller local competitors .  
 
(67) In Germany, the merged entity would be the second largest player with a market 
share of [20-30]%. While the HHI is over 2 000, the HHI delta is only modestly  
above 150. Sixt is the largest player with [30-40]%, and the merged entity would  
also face competition from  other international players such as Avis ([5-10]%), Hertz 
([5-10]%), and Enterprise ([5-10]%), as well as smaller local competitors . 
 
(68) In Hungary, the merged entity would be the largest player with a market  share of 
[20-30]% but the HHI delta is below 150 and it would face competition from 
international players such as  Sixt ( [10-20]%), Hertz ([10-20]%) and Avis ([10-20]%) 
as well as smaller local competitors.  
 
(69) The vast majority of both corporate customers and brokers who responded to the 
market investigation stated that they do not expect any impact from the Transaction, 
and the vast majority of the  rental car companies who responded  to the market 
 
15 investigation did not raise any material concerns as to the effect of the Transaction 
on any of the se horizontally affected market s.71  
 
(70) Moreover, a majority of rental car companies consider that there will be new entrants 
in the supply of car rental services in the EEA in the next three years, with one 
respondent noting that ‘The area of mobility - leasing, car rental, car sharing, ride 
hailing etc. - is undergoing significant change…Our expectation is that …the 
boundaries between rental and other mobility solutions will increas ingly blur. In this 
context, … new start -ups are developing - some will develop and flourish and others 
will fail in time.’72 There appears  to be consensus among respondents to the market 
investigation that traditional  car rental activities will face increa sed competition in 
the near future through new entrants with different business models . 
 
(71) Overall, given t he market shares of the Parties, the presence of significant 
competi tors, that the Parties appear not to be close competitors  and the fact that no 
mate rial concern was expressed by the vast majority of respondent s during the 
market investigation, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market with respect to  
horizontal non-coordinated effects  in the affected market s for short -term car rental 
services listed in  paragraph (64).  
 
5.2.1.1. Local markets: stations in airports and in downtown areas in cities  
(72) The Parties’ combined market shares in all horizontally affected markets at the local 
level are listed in Table 3 below . 
 
Table 3: Affected  local markets for short-term car rental services  
Location  Volkswagen  Europcar  Combined  HHI  HHI delta  
On-airport car rental services 
Graz  [5-10]% [20-30]% [30-40]% 3 068  444 
Innsbruck  [10-20]% [10-20]% [30-40]% 2 628  522 
Salzburg  [10-20]% [10-20]% [20-30]% 2 639  332 
Vienna  [10-20]% [10-20]% [20-30]% 2 513  350 
Budapest  [10-20]% [10-20]% [20-30]% 2 322  325 
Downtown car rental services  
Graz  [10-20]% [20-30]% [40-50]% 2 564  652 
Linz [10-20]% [20-30]% [30-40]% 2 108  658 
Salzburg  [10-20]% [10-20]% [20-30]% 1 983  377 
Innsbruck  [10-20]% [5-10]% [20-30]% 2 128  232 
Klagenfurt  [10-20]% [5-10]% [20-30]% 1 830  192 
Ulm [20-30]% [5-10]% [30-40]% 1 987  254 
Budapest  [0-5]% [20-30]% [20-30]% 2 576  172 
Source:  Tables 11 and 15 and Annex  13.1 to QP 4, For m CO , and response to RFI -11 
                                                 
71  Replies to questionnaire 3 to brokers, questions 19- 21, to questionnaire 4 to customers, questions 24-
26, and to questionnaire 2 to car rental companies, questions 57 -59. 
72  Replies to questionnaire  2 to car rental companies, question 25.  
 
16 (73) The market share s of the merged entity on the market s for short -term car rental 
services  at the airports and in the downtown areas listed in (59) and Table 3 range  
between [20-30]% - [40-50]%. The increment s in market shares brought about by the 
Transaction range between  4 percentage point s and 15 percentage point s. The HHIs 
range from  1 830 to 3 068, with HHI deltas ranging from 172 to 658.  
 
(74) Although in some cases the HHI is above 2 000 and the HHI delta is above 250, as 
with the situation at the national level (a s illustrated in Table 2), significant 
competitors are active in each of  these airport and downtown markets, with at least 
two and sometimes all four of the major international car rental companies (Sixt, 
Avis, Hertz, and Enterprise ) being present, in addition to local car rent al companies.  
 
(75) The vast majority of both corporate  customers and brokers who responded to the 
market investigation stated that they do not expect any impact from the Transaction, 
and no respondent to the market investigation raised any material concerns  as to the 
effect of the Transaction on the market for short -term car rental services  at any 
airport or downtown areas.73  
 
(76) Moreover, as discussed above , a majority of rental car companies consider that there 
will be new entrants in the supply of car rental servic es in the EEA in the next 
three  years.74  
 
(77) Overall, given t he market shares of the Parties, the presence of significant 
competi tors, that the Parties appear not to be close competitors  and the fact that no 
material concern was expressed during the market investigation, the Commission 
considers that  the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to horizontal non-coordinated effects in  the 
affected market s for short -term car rental se rvices at any of the airports or downtown 
areas . 
 
5.3. Vertica l relationship: manufacture and supply of passenger cars to car rental 
companies (upstream) and car rental services (downstream)  
(78) As explained above in paragraphs (42) to (47), car rental companies purchase cars at 
a national level, and any foreclosure strategy would be implemented at least at the 
national  level . The analysis the potential risks of input and customer foreclosure 
arising by the Transaction will therefore be conducted at the national level.   
(79) When considering national markets for the manufacture and sale of passenger cars to 
car rental companies upstream and car rental services downstream, the Transaction 
gives rise to five  vertically  affected markets.  
                                                 
73  Replies to questionnaire 3 to brokers, questions 19- 21, to questionnaire 4 to customers, questions 24-
26, and to questionnaire 2 to car rental companies, questions 57- 59. 
74  Replies to questionnaire  2 to car rental companies, question 25.  
 
17 Table 4: Vertically affected markets  
 Upstream  Downstream  
Member 
State  Volkswagen ’s share 
of manufacture and 
supply of passenger 
cars to car rental 
companies  The Parties ’ 
combined share 
of car rental 
services  
Austria  [30-40]% [20-30]% 
Denmark  [50-60]% [20-30]% 
Finland  [30-40]% [20-30]% 
Germany  [40-50]% [20-30]% 
Spain  [30-40]% [10-20]% 
 Source: Form CO, annex 13.1 to QP4.  
 
5.3.1. Input foreclosure  
(80) Several car rental companies taking part in the Commission’s market investigation 
raised concerns that post -Transaction Volkswagen would deteriorate the conditions 
of supply of its cars to competing car rental companies in terms of prices, availability 
of cars and access to car data75 and connectivity technologies.76 In particular, 
concerns were raised that post -Transaction Volkswagen would have an incentive to 
divert car sales from competing car rental companies to Europcar and that other 
OEMs will not be able to satisfy their demand. Indeed, the car manufacturing 
industry is currently operating with limited capacity due to shortages of 
semiconductors used as components in car production and c ar supply in the market 
is currently limited.  
5.3.1.1. Ability to foreclose  
(81) The Commission considers that post -Transaction  Volkswagen would not have the 
ability to engage in input foreclosure. This is for the following reasons.  
(82) First, a t the EEA level, Volkswagen accounts for about [30-40]% of the supply of 
passenger cars to rental companies. At the national level and in the countries in 
                                                 
75  Cars may be installed with equipment that allows the collection and transmission of operational data 
such as millage, fuel level and consumptions and alerts.  The data, which collected by the equipment 
provider, may be very useful to improve fleet management The concern raised by some car rental companies related to the use Volkswagen would do with data collected from the its cars in their fleets and the condit ions under whi ch they could access the data. Replies to questionnaire 2 to ca r rental 
companies, question 51; minutes of calls with car rental companies of 7 February 2022, paragraph 17 and of 3 February 2022, paragraph 19.      
76  Connectivity services al low remote access to cars for example, locking and unlocking rental cars 
from a smartphone. Car rental companies are increasingly offer connectivity services. The concern raised with respect to connectivity services is that post -Transaction Volkswagen may deteriorate the 
connectivity services to competing car rental companies. Replies to questionnaire 2 to car rental 
companies, question s 51 and 52; minutes of calls with car rental companies of 27 January 2022, 
paragraph 12 and of 3 February 2022, paragraph 19.  
 
18 which Europcar is active, Volkswagen holds a share of under [40-50]% with the 
exception of Denmark77 and Germany.  
(83) Second, as can  be seen in Table 5 below , at both the EEA and national level, 
Volkswagen faces competition from a significant number of large OEMs such as 
Stellantis, Renault , Hyundai , BMW , Toyota, Daimler, Ford and others .78 
Table 5: M arket share s of OEMS for the supply of cars to car rental companies  
OEM  Market shares in volume in 2021  
EEA  Austria  Denmark  Finland  Germany  Spain  
Volkswagen  [30-40]% [30-40]% [50-60]% [30-40]% [40-50]% [30-40]% 
Stellantis  [20-30]% [20-30]% [5-10]% [10-20]% [10-20]% [30-40]% 
Renault  [10-20]% [0-5]% [5-10]% [5-10]% [5-10]% [5-10]% 
Hyundai  [5-10]% [0-5]% [0-5]% [5-10]% [0-5]% [10-20]% 
BMW  [5-10]% [10-20]% [5-10]% [0-5]% [10-20]% [0-5]% 
Toyota  [5-10]% [0-5]% [0-5]% [20-30]% [0-5]% [0-5]% 
Daimler  [0-5]% [5-10]% [0-5]% [5-10]% [5-10]% [0-5]% 
Ford [0-5]% [5-10]% [0-5]% [0-5]% [5-10]% [0-5]% 
Others  [5-10]% [10-20]% [5-10]% [5-10]% [0-5]% [0-5]% 
Total  100%  100%  100%  100%  100%  100%  
Source: Form CO, annex 21.2 to QP3.  
 
(84) Third, it is expected that Chinese OEMs such as SAIC and electric car OEMs such as Tesla and Polestar will increase their presence in the market  in the coming years.
79  
(85) Fourth, it should be noted that the recent disruptions  in the supply of cars due to the 
pandemic and the semiconductor crisis are expected to be resolved in the short term. The majority of respondents, both OEMs and car rental companies, expect that the 
supply disruptions will be resolved by the end of 2024.
80 Likewise, i ndustry 
observers expect car supply to return to pre -pandemic level s during 2023 or 2024 
and that by that time capacity will exceed demand .81 It must be noted that sales to car 
rental companies are  one of the main channels to absorb oversupply.82 Consequently, 
                                                 
77  Denmark represents a small market for car supply, accounting for [0 -5]% of overall demand of cars in 
the EEA and [0 -5]% EEA demand of cars for rental companies. Volkswagen’s share of supply of cars 
in Denmark has been decreasing consistently since 2 019. Form CO, annex 21.2 to QP3.    
78  Among them, OEMs such as Honda, Mazda, Suzuki, Tesla, Tata (India), Geely and SAIC (China). 
79  Form CO, paragraphs 430- 432 and Annex 6, page 13. Replies to questionnaire 2 to car rental 
companies, question 36, minutes  of a call with car rental company of 26 April 2022, paragraph 6.  
80  Replies to questionnaire  1 to car manufacturers , question 32.2; replies to questionnaire  2 to car rental 
companies, question 27.2.  
81  LMC Automotive, ‘ Global top- 10 OEMs Production Forecast ’, 22 April 2022; HIS Markit 
Automotive, ‘Around the World Global Sales and Production Forecast ’, 21 April 2022; Boston 
Consulting Group, ‘ Future Production and Supply Trends ’, May 2022. The industry reports were 
provided by the Notifying Parties i n response to RFI -4.   
82  In addition to the direct revenue from sales to car rental companies, the buy -back arrangements allow 
OEMs to offer on the second hand market cheaper yet young cars. In this way, OEMs are able to 
serve full demand at different cus tomers’ budget levels. See Boston Consulting Group, ‘Future 
 
 
19 should Volkswagen reduce post -Transaction its supply to competing car rental 
companies, other OEMs will be able to replace it.  
(86) Fifth, t he majority of OEMs having expressed opinion in the market investigation 
were of the view that car rental companies could increase purchas es of cars in the 
affected marke ts from them and from other OEMs .83 In addition, the majority of car 
rental companies have expressed opinion with respect to the affected market s were 
of the view that suppliers other than OEMs such as leasing companies, new car 
dealers and used cars dealer s can supply them with cars .84 
(87) Sixth, t he Notifying Parties argue that Volkswagen cars have no particular brand 
importance to car rental companies. In this respect, responses of car rental brokers 
and corporate customers  in the Commission’s market investigation show that  
customer choice of car rental companies is not dependent on the ability of the car 
rental companies to offer Volkswagen cars. The majority of brokers and the majority 
of corporate customers in the affected markets that have expresse d a view, stated that 
the available car brands either do not influence ‘at all ’ or ‘not so much’ their choice 
of car rental company.85 The majority of brokers and the majority of corporate 
customers in the affected markets that have expressed a view, responded that it is 
‘not at all ’ or ‘not so much’ important for customers that a car rental company offers 
Volkswagen car models.86 The majority of corporate customers in the affected 
markets that have expressed a view responded that they would procure  car renta l 
services from a car  rental company that does not offer Volkswagen cars.87 All 
brokers in the affected markets that have expressed a view responded that orders 
from a car rental company that stops offering Volkswagen cars would not be affected 
significantly.88 
(88) Seventh, with respect to data and connectivity services,89 in addition to the 
considerations  above, among the car rental companies having expressed an opinion 
with respect to each of the affected markets , at least half, and in most affected 
markets the majority, either do not procure such services from Volkswagen or 
consider that Volkswagen’s  services  could be replaced by the services of other 
providers.90 The OEMs that expressed an opinion were of the view that , in addition 
to OEMs, other providers offer such services.91 
5.3.1.2. Incentive to foreclose  
(89) The commission considers that post -Transaction Volkswagen would not have the 
incentive to engage in input foreclosure. This is for the following reasons.  
                                                                                                                              
Producti on and Supply Trends’, May 2022, provided by the Notifying Parties in response to RFI -4. 
Form CO, paragraph 221- 227,  et seq,  
83   Replies to questionnaire  1 to car manufacturers, question s 45 and 46.  
84  Replies to questionnaire  2 to car rental companies, questions 21 and 22.  
85  Replies to questionnaire 4 to corporate customers, question 6; Replies to questionnaire 3 to brokers, 
question 6.  
86  Replies to questionnaire 4 to corporate custo mers, question 10; Replies to questionnaire 3 to brokers, 
question 10.  
87  Replies to questionnaire 4 to corporate customers, question 11.  
88  Replies to questionnaire 3 to brokers, question 11.  
89  See footnotes 76 and 77 above.  
90  Replies to questionnaire  2 to car rental companies, question 53  
91  Replies to questionnaire  1 to car manufacturers , question 50.  
 
20 (90) First, according to Volkswagen´s internal projections, it will return to pre -pandemic 
production levels already in […]. Due to its high sunk and fixed costs, Volkswagen 
must achieve high utilisation levels in its factories and car rental companies are an 
important channel to absorb oversupply of cars.92 An i nput foreclosure strategy 
would entail a reduction of sales to Europcar ’s competitors. Volkswagen would 
therefore need to find other buyers to these volumes  and it is not obvious that 
Europcar would be able to absorb them . As can be seen in the table below, 
Europcar’s procurement of cars pre -pandemic in Austria and Germany, Denmark 
and Finland was significantly lower tha n Volkswagen sales to car rental companies.  
In these markets, Europcar’s demand for cars will not compensate for Volkswagens’ 
loss of sales due to input foreclosure. In Spain, Europcar’s fleet in 2019 was 
minimally larger than Volkswagen sales  to rental companies . In order for Europcar 
to absorb the volumes sold by Volkswagen to rental compa nies, it will have to 
switch almost its entire fleet in Spain to Volkswagen cars. However, as explained 
further in paragraph (102) below, car rental companies prefe r keeping a brand mix in 
their fleets.   
Table 6: Sale and purchase of cars 2019  
Market  Number of cars sold by 
Volkswagen to car rental 
companies  Number of cars 
procured by Europcar  
Austria and Germany93  […] […] 
Denmark  […] […] 
Finland  […] […] 
Spain  […] […] 
Source: Response to RFI -9, annex 1.1 revised and Form CO, annex 21.2 to QP3.  
(91) Second, according to the information provided by the Parties, Volkswagen’s margins from the sale of cars to car rental companies are significantly higher than Europcar’s 
margins,
94 reducing even further the incentive of Volkswagen to engage in input 
foreclosure.95  
(92) Third, Volkswagen already offers car rental without this existing vertical relationship 
creating an incentive to engage in input foreclosure strategies. T he major ity of car 
rental companies having expressed opinion responded that in the markets were Volkswagen already has car rental activities their relationship with Volkswagen was 
not negatively affected.
96 In that respect, as argued by the Parties and confirmed by  
the majority of OEMs having expressed an opinion, car rental companies are not only an important distribution channel in terms of sales but also an important promotional channel, allowing drivers  to test-drive cars  for several hours or days  and 
gain first-hand experience . The importance of car rental companies as a promotional 
channel may even increase as OEMs are endeavouring to increase the sale of electric 
                                                 
92  Form CO, annex 7. In addition to the direct revenue from car rental companies, the buy -back 
arrangements allow the OEMs to re- sell the cars on the s econd -hand markets to customers looking for 
cheaper yet young cars.  
93  Europcar’s demand for cars in Austria is served by the German fleet pool; response to RFI -9, 
paragraph 2.   
94  Form CO, annex 3.1 to questions of 30 March 2022, page 3; annex 6, page 23, response to RFI -7. 
95  Non-Horizontal Merger Guidelines, paragraph 41.  
96   Replies to questionnaire  2 to car rental companies, question 43.  
 
21 cars, a technology with which most drivers are not familiar.97 These considerations 
create an inven tive to Volkswagen to continue supplying car rental companies post -
Transaction.   
5.3.1.3. Overall impact   
(93) Given  the likely absence  of ability and incentive to foreclosure  Volkswagen ’s 
competitors, it also seems  unlikely that a foreclosure strategy could lead to any 
anticompetitive effects if implemented.  
5.3.2. Customer foreclosure  
(94) In the Commission’s market investigation, a number of OEMs raised  concerns that 
post-Transaction Europcar would increase its purchases of cars  from Volkswagen 
and decrease those  from other OEMs . Moreover, they indicated that Europcar c ould 
share with Volkswagen the details of its negotiations with other OEMs and that this 
would allow Volkswagen to undercut its OEM competitors . 
5.3.2.1. Ability to foreclosure  
(95) The Commission considers that  post-Transaction Volkswagen would not have the 
ability to engage in customer foreclosure. This is for the following reasons.  
(96) First, although  Europcar is a large customer for OEMs, it represents only [0-5]% of 
total EEA car demand  and between [0-5]% in any of the affected national markets .98 
Consequently, should Europcar decrease procurement  from Volkswagen’s 
competitors, they will still have sufficient alternatives to sell their output.  
(97) Second, t he majority of OEMs that took part in the Commission’s market  
investigation answered that Europcar represented only up to 10% of their sales to car rental companies in each of the affected markets and overall in the EEA.
99 All OEMs 
having expressed an opinion were of the view that should Europcar significantly 
decrea se the purchase of non-Volkswagen car s for its fleet, it would not affect their 
ability to compete.100 The majority of respondents having expressed an opinion also 
expect to increase their sales to car rental companies in the coming three years.101 It 
is there fore unlikely that Europcar would have the ability to engage in customer 
foreclosure.   
(98) Third, a s regards the concern that post -Transaction Volkswagen could obtain 
information about the offers made to Europcar by competing OEMs, it is not obvious 
that the conditions offered by OEMs to Europcar are a reliable proxy to the 
conditions that  would be offered to other car rental companies.  Respondents to the 
market investigation provided mixed responses on the question of whether 
conditions offered by an OEM to one car rental company are a good proxy to the 
conditions it would offer to another. The views among OEMs were mixed but 
overall lean ed toward a positive response to the question, some explaining that they 
                                                 
97  Replies to questionnaire  1 to car manufacturers , question 50; see also minutes of a conference call 
with an OEM on 14 February 2022.  
98   Response to RFI -5, question 8 ; response to RFI -8. 
99   Replies to questionnaire  1 to car manufacturers, question 37.  
100   Replies to questionnaire  1 to car manufacturers, question 42.  
101   Replies to questionnaire  1 to car manufac turers, question 39.  
 
22 offer similar conditions to customers.102 The views a mong car rental companies were 
mixed but overall leaned toward a negative  response , some explaining that 
conditions negotiated by rental companies differ.103  
 
(99) Moreover, OEMs and car rental companies can and do sign non-disclosure 
agreements (‘NDAs’) that protect information exchanged during negotiations.  The 
majority of OEMs and car rental companies having expressed a view, responded that 
they have NDAs in place.104 In all affected markets, all OEMs having expressed an 
opinion were of the view that in case t hey do not have NDAs with car rental 
companies they could ask that NDAs would be put in place and would consider 
doing so with respect to Europcar.105 Similarly , the majority of car rental companies 
having expressed a view were of the opinion that NDAs could  be put in place 
easily.106  
 
5.3.2.2. Incentive to foreclose  
(100) The Commission considers that post -Transaction Volkswagen would not have the 
incentive  to engage in customer  foreclosure. This is for the following reasons.  
 
(101) First, post -Transaction Volkswagen  would not be Europcar’s only controlling 
shareholder and any sourcing strategy the company were to follow would need to be 
acceptable to Trinity and aimed at maximising Europcar ’s profitability. Indeed, 
Trinity would not  per se  benefit from an increase in sales to Eu ropcar made by 
Volkswagen.  
 
(102) Second, from the point of view  of Europcar, there may be little  incentive to engage 
in customer foreclosure. The  Notifying Parties explained that diversity of car supply 
and sourcing cars from multiple OEMs  is important in order to secure supply and 
offer customers wide range of cars. This was acknowledged by another OEM 
opining that ‘Europcar is mostly likely continue to purchase cars from other OEMs 
as car rental companies have an interest in having divers ity in their fleets. ’107 Car 
rental companies also confirmed that it is important to source cars from a range of OEMs.
108 Indeed, in its internal documents Volkswagen […].109 In another internal 
document Volkswagen […].’110  
 
(103) Third, a s regards the concern that pos t-Transaction Volkswagen could obtain 
information about the offers made to Europcar by competing OEMs, the Notifying Parties explained that , since Europcar will be jointly controlled, they will not treat it 
as part of their groups . Consequently, they agreed to put in place mechanisms that 
                                                 
102   Replies to questionnaire  1 to car manufacturers, question 53.  
103   Replies to questionnaire  2 to rental companies, question 50.  
104  Replies to questionnaire  1 to car manufacturers, question 54; see also minutes of a conference call 
with an OEM on 14 February 2022; replies to questionnaire  2 to rental companies, question 46.  
105   Replies to questionnaire  1 to car manufacturers, questions 55 and 56.3.  
106   Replies to questionnaire  2 to rental companies, questions 47 and 48.  
107   Replies to questionnaire  1 to car manufacturers, question 64.  
108  Car rental companies were asked to rate from 1 to 5 (5 being the most important) how important is it 
for a car rental company to source cars from a range of OEMs. The majority of respondents having expressed an opinion with respect to the affected markets chose the ratings 5 or 4.  
109   Form CO, Attachment D, 211116 - K2 EMG Management Conference, page 37.  
110   Form CO, Attachment C, 20210413_KVS_K2, page 7.  
 
23 will ensure that sensitive information will not be shared between Volkswagen and 
Europcar.111 
5.3.2.3. Overall impact  
(104) Given  the likely absence  of ability and incentive to engage in customer foreclosure, 
it also seems  unlikely t hat a foreclosure strategy could lead to any anticompetitive 
effects if implemented. Indeed, the large majority of OEMs having expressed 
opinion in t he market investigation were of the view that the Transaction will have 
‘neutral / no significant impact ’ on them.112 
6. CONCLUSION  
 
(105) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
 
                                                 
111   Form CO, paragraphs 503- 506; response to RFI -2, question 10.  
112  Replies to questionnaire  1 to car manufacturers, question 59.