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 -MERGER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
 
Brussels, 8.10.2018  
C(2018)  6690 final  
  
  
 
 
To the notifying party 
 
 
Subject : Case M.8842 – Tele2 / Com Hem Holdings  
Commission decision pursuant to Article 6(1)(b) of Council 
Regulation No 139/20041 and Article 57 of the Agreement on the 
European  Economic Area2 
Dear Sir or Madam,  
(1) On 3 September 2018, the European Commission received notification of a 
proposed concentration pursuant to Article 4 of Council Regulation (EC) 
No 139/20043 by which Tele2 AB (Sweden) (" Tele2 " or t he “Notifying Party"), 
controlled by Kinnevik AB (“ Kinnevik ”), intends to acquire sole control of Com 
Hem Holding AB (Sweden) (" Com Hem") by way of a statutory merger  (the 
"Transaction")4. Tele2 and Com Hem are collectively referred to as the " Parties ". 
1. THE PARTIES AND THE TRANSA CTION  
(2) Tele2  is a Swedish telecommunications provider mainly offering mobile 
telecommunications services (voice and data), and to a lesser extent fixed 
telephony  services, fixed internet access services, as well as data communication 
services and related se rvices, in several European countries. In Sweden, Tele2 
                                                 
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').  
3 OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation").  
4  Publication in the Official Journal of the European Union No C 321 , 11.9.2018, p. 5. 
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information omitted has been replaced by ranges of figures 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.  PUBLIC VERSION  
 
2 operates as a mobile network operator (“MNO”) and also operates a fixed 
backbone network, partly owned and partly leased, which is connected to Tele2’s mobile networks. Tele2 operates in Sweden through its subsidiary Tele2 Sverige AB. Tele2 is listed on Nasdaq Stockholm. 
(3) Tele2 is de facto  controlled by Kinnevik which holds about 47.9% of its voting 
rights, representing between 67 and 70% of the votes at Tele2’s  general meetings 
in 2014- 2017. Kinnevik is a Swedish investment company listed on Nasdaq 
Stockholm. Kinnevik has equity interests in various companies active inter alia in the sectors of telecommunications, e -commerce, entertainment and financial 
services.  
(4) Currently t he main shareholders of Kinnevik are Verdere S.a.r.l ("Verdere"), 
which holds 7% of Kinnevik’s share capital and 30% of the voting rights, and 
Camshaft S.a.r.l. ("Camshaft") , which holds 2.4% of Kinnevik’s share capital and 
10% of the voting rights. [ …].
5 
(5) Verdere and Camshaft als o hold 1.9% of the share capital in  Modern Times 
Group MTG AB ("MTG"), which, including its subsidiary Viasat AB (“Viasat”), is primarily active in Sweden as a retail TV services distributor, programme company and producer of TV content.
6 This participatio n does not give Verdere 
and Camshaft any specific right or power over  MTG ’s commercial strategy  other 
than standard  shareholder rights . Verdere and/or Camshaft  (and/or Kinnevik)  
neither have any affiliated member in the MTG board of directors or in the nomination committee appointing the directors nor any specific right to be 
represented in the board and/or in the nomination committee . Therefore, Verdere 
and Camshaft have no relevant influence over MTG and this participation will thus not be further considered in this  Decision.  
(6) Com Hem offers broadband, TV, mobile and telephony services to Swedish 
households and companies. In the provision of retail TV services, Com Hem’s subscriber base consists of approximately 50% of Sweden’s households. Com 
Hem is  listed on Nasdaq Stockholm. Kinnevik is the largest shareholder in Com 
Hem, with a share participation of 19%. However, no shareholder has sole or joint control over Com Hem. 
(7) On 9 January 2018, Tele2 and Com Hem entered into a merger agreement and a joint merger plan. The Parties have agreed to combine their business operations 
through a statutory merger in accordance with Swedish Law. The Transaction will 
                                                 
5  For the purposes of the competitive assessment in the present case, the question whether Verdere and 
Camshaft control Kinnevik can be left open given that the outcome of the competitive assessment will not change whether or not they control it. For the purposes of the case at hand, the Commission has therefore undertaken the competitive assessment of the Transaction as if , with their combined 40% of 
voting rights, Verdere and Camshaft exercise de facto  control over Kinnevik.  
6  This situation is the result of Kinnevik’s decision to distribute all of the shares that it held in MTG to its shareholders. For completeness, it i s mentioned that Kinnevik previously had a minority 
shareholding  in MTG. However, following a reclassification of Kinnevik’s MTG class A shares into 
MTG class B shares on 1 August 2018, and a distribution of Kinnevik’s MTG class B shares to Kinnevik’s shar eholders on 14 August 2018, Kinnevik does not own any shares in MTG. See : 
https://www kinnevik.com/media --contact/press -releases/2018/8/2208838- Kinneviks -Board -of-
Directors -has-set-the-record -date-for-the-distribution -of-Kinneviks -shares -in-MTG . MTG’s 
shareholding structure is currently widely dispersed and MTG is not contr olled by any of its 
shareholders. See: https://www mtg.com/the -share/#ownership . 
 
3 be implemented by Tele2 absorbing Com Hem. Post -Transaction, Tele2 will 
remain listed on Nasdaq Stockholm and de facto  controlled by Kinnevik.  
(8) The Transaction constitutes a concentration within the meaning of Article 3(1)(b) 
of the Merger Regulation. 
2. EU DIMENSION  
(9) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million7 (Tele2 : EUR […] ; Com Hem : EUR 740.6 
million ; in 2017) . Each of them has an EU -wide turnover in excess of EUR 250 
million  (Tele2: EUR […]; Com Hem 740.6 million; in 2017) , but they do not 
achieve more than two -thirds of their aggregate EU -wide turnover within one and 
the same Member State. The notified operation therefore has an EU dimension. 8 
3. RELEVANT MARKETS  
(10) In Sweden , the Parties' activities mainly overlap in the areas  of: (i) retail supply of 
fixed internet access services; (ii) retail supply of mobile telecommunications 
services; and (iii) retail supply of multiple play services.  Moreover, Tele2  and/or 
Com Hem  are active in Sweden in  the areas of  (iv) retail  supply of  fixed 
telephony services  (Tele2 and Com Hem) and (v) retail supply of TV services  
(Com Hem).  
(11) In addition, Tele2  and/or Com Hem  are present in  the areas of : (i) wholesale 
access and call origination on mobile networks (Tele2);  (ii) wholesale mobile call 
termination services ( Tele2 ); (iii) wholesale fixed call termination services (T ele2 
and Com Hem), and (iv) wholesale international roaming services ( Tele2 ). Those 
services are vertically linked to (i) retail supply of mobile telecommunications 
services  and (ii) retail  supply of  fixed telephony services.  
3.1. Retail supply of fixed telephony services  
(12) Fixed telephony services comprise the provision of connection services at a fixed 
location or access to the public telephone network, for the purpose of making 
and/or  receiving calls and related services. Both Tele2 and Com Hem offer fixed 
telephony services at retail level in Sweden.  
3.1.1. Product market definition 
(13) The Notifying Party submits that the market for retail fixed telephony services 
constitutes one single market without the need to distinguish between type of call 
(local, national and international) or type of technology (traditional fixed lines or 
VoIP).  
                                                 
7  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
8  See paragraph 74, Form CO.  
 
4 (14) In previous decisions9, the Commission considered whether a distinction between 
local/national and internation al calls as well as between residential and non -
residential customers should be drawn on the basis of the distinctions in the 
Commission Recommendation 2003/311/EC but ultimately left the exact product 
market definition open.  
(15) More recently, the Commission also considered that managed Voice over Internet 
Protocol ("VoIP") services and traditional telephony are interchangeable and 
therefore belong to the same market.10 In Liberty Global/Ziggo11 the Commission 
left the exact market definition open (and in parti cular whether there is a separate 
market for residential and non- residential customers, as well as whether VoIP and 
traditional fixed telephony belong to the same market) while in Liberty 
Global/BASE12 and in Vodafone/Liberty Global/Dutch JV13 the Commissio n 
considered that an overall retail market for fixed telephony services exists.  
(16) The market investigation in the present case has not provided any indication that 
the Commission should depart from its previous findings.  
(17) In any event, the Commission consider s that for the purposes of this Decision, the 
exact scope of the product market definition, and specifically, whether fixed line 
and VoIP telephony services belong to the same product market, and whether 
there is a separate market for residential and non -residential customers, can be left 
open as the Transaction does not raise serious doubts as to its compatibility with 
the internal market under any possible market definition.  
3.1.2. Geographic market definition  
(18) The Notifying Part y submits  that, in line with the p revious approaches taken by 
the Commission, the relevant geographic scope of the market is national.  
(19) In its previous decisions, the Commission concluded that the retail market for the 
provision of fixed telephony services was national in scope.14 The market  
investigation in the present case has not provided any indication that the 
Commission should depart from its previous findings.15 
(20) Therefore the Commission considers that the relevant market for the retail 
provision of fixed telephony services is national i n scope.  
                                                 
9  Commission decision of 7 September 2005 in Case M.3914 – Tele2/Versatel, paragraph 10; 
Commission decision of 29 June 2010 in Case M.5532 –  Carphone W arehouse/Tiscali UK, 
paragraphs  35 and 39; Commission decision of 9 January 2010 in Case M.5730 –  Telefóni ca/Hansenet 
Telekommunikation, paragraphs 16 and 17.  
10  Commission decision of 20 September 2013 in Case M.6990 - Vodafone/Kabel Deutschland, 
paragraph 131.  
11  Commission decision of 10 October 2014 in Case M.7000 Liberty Global/Ziggo, recital 125.  
12  Commission decision of 4 February 2016 in case M.7637 Liberty Global/BASE Belgium, recital 69.  
13  Commission decision of 3 August 2016 in case M.7978 –  Vodafone/Liberty Global/Dutch JV , 
paragraph 26.  
14  See Commission decision of 10 October 2014 in Case M. 7000 Liberty Global/Ziggo , recital 127; 
Commission decision of 19 May 2015 in Case M.7421 Orange/Jazztel , recital 37. Commission 
decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 29.  
15  See replies to Q1 –  mobile operat ors of 4 September 2018, question 18. See also Q2 –  fixed operators 
of 4 September 2018, question 18.  
 
5 3.2. Retail supply of fixed internet services  
(21) Fixed internet access services at the retail level consist of the provision of a fixed 
telecommunications link enabling customers to access the internet. Both Tele2 
and Com Hem offer fixed internet access s ervices at retail level in Sweden.  
3.2.1. Product market definition 
(22) The Notifying Party submits that the relevant product market is the overall market 
for the retail provision of fixed internet access services, without further 
segmentations. In particular, the Notifying Party considers that a distinction by 
customer type is not needed and that the market for the retail supply of fixed 
internet access services should include both residential and small business 
customers , as well as  large business customers and publ ic authorities. The 
Notifying Party fu rther considers that there the market should not be further 
segmented on the basis of the different type of distribution mode (such as fibre, 
cable xDSL). Finally, the Notifying Party do es not consider that a combined fixed 
and mobile internet retail market exists in Sweden today since, despite significant 
advances in mobile broadband connectivity, consumers do not view mobile and 
fixed internet as direct substitutes.  
(23) In recent cases, the Commission considered but ultimately left open possible 
segmentation s according to (i) product type (distinguishing narrowband, 
broadband, and dedicated access), and (ii) distribution mode (distinguishing 
xDSL, fibre, cable, and mobile broadband), and has acknowledged that the reta il 
market for fixed internet access services should not be divided according to 
download speed or technology.16 The Commission has also considered 
distinguishing between residential and small business customers, on the one hand, 
and larger business and publ ic authorities, on the other hand.17 
(24) With regard to a possible segmentation of the market for the retail provision of 
fixed internet services according to customer type  or according to distribution 
technology (i.e. DSL, cable or fibre), on the one side, mobile and fixed operators  
provide d mixed results on whether this distinction is necessary .18 On the other 
side, with regard to a possible segmentation by customer type, business customers 
highlight ed the difference between the provision of fixed internet acce ss services  
targeted at private and at business customers .19 
(25) With regards to a potential segmentation in multiple  dwelling  units  ("MDUs") 
such as housing associations or apartment buildings, and single dwelling units 
("SDUs") such as individual households , the market investigation provided mixed 
results on whether the market for retail fixed internet access  services should be 
                                                 
16  See Commission decision of 29 June 2010 in Case M.5532 –  Carphone Warehouse/Tiscali UK , 
recitals 7 -21; Case M.6990 Vodafone/Kabel Deutschland, recital  s192-194. Commission decision of 
3 August 2016 in case M.7978 –  Vodafone/Liberty Global/Dutch JV , paragraph 38.  
17  See Commission decision of 19 May 2015 in case M.7421 Orange/ Jazztel, recital 42; Commission 
decision of 10 October 2014 in case M.7000 Libe rty Global/Ziggo , recital 132; Commission decision 
of 7 October 2016 in case M.8131 Tele2 Sverige/TDC Sverige, recital 32.    
18  See replies to Q1 –  mobile operators of 4 September 2018, question 12. See also Q2 –  fixed operators 
of 4 September 2018, questi on 12.  
19  See replies to Q3 –  business customers of 4 September 2018, question C.A.4.  
 
6 split by MDU and SDU.20 While most of the respondent s did not express a view, 
one respondent indicated that fixed internet services delivered over fiber based 
access networks and cable- TV-networks to SDUs, and fixed internet services 
delivered over fiber based access networks and cable -TV-networks to MDUs 
constitute separate product markets.  
(26) In any event, the Commission considers that for the purposes of this Decision, the 
exact scope of the product market definition can be left open as the Transaction 
does not raise serious doubts as to its compatibility with the internal market under 
any possible market definition.  
3.2.2. Geographic market definition  
(27) The Notifying Parties submit that, in line with the previous approaches taken by 
the Commission and the Swedish Post and Telecom Authority (Post- och 
telestyrelsen  – PTS ), the relevant geographic scope of the market is national.  
(28) In its previous decisions, the Commission concluded that the retail market for the 
provision of fixed internet services was national in scope.21 The market 
investigation in the present case has not provided any indication that the 
Commission should depart from its previous  findings.22 Therefore the 
Commission considers that the relevant market for the retail provision of fixed 
internet services is national in scope.  
3.3. Retail supply of TV  services  
(29) In the market for the retail provision of TV services, the suppliers of linear an d 
non-linear (mainly Video -On-Demand, "VOD") TV services serve end customers 
who wish to purchase such services. The TV services supplied by TV distributors 
to end users consist of: (i) packages of linear TV channels (which they have either 
acquired or produced themselves); and (ii) content aggregated in non- linear 
services, such as Video on Demand ("VOD"), Subscription VOD ("SVOD"), 
Transaction VOD ("TVOD") and Pay Per View ("PPV"). TV content can be 
delivered to end users through a number of technical mea ns including cable, 
satellite and IPTV23. So- called over -the-top (“OTT”)24 players deliver channels 
and content in both a linear and non- linear fashion through the use of the internet.  
(30) Com Hem (but not Tele2) offers retail TV services in Sweden to end consu mers.  
                                                 
20  See replies to Q1 –  mobile operators of 4 September 2018, question 13. See also Q2 –  fixed operators 
of 4 September 2018, question 13.  
21  See Commission decision of 29 June 2010 in Case M.5532 –  Carphone Warehouse/Tiscali UK , 
recital  47; Case M.5730 Telefonica/Hansenet , recital 28; Case M.6990 Vodafone/Kabel Deutschland, 
recital 197. Commission decision of 3 August 2016 in case M.7978 –  Voda fone/Liberty Global/Dutch 
JV, paragraph 40.  
22  See replies to Q1 –  mobile operators of 4 September 2018, question 18. See also Q2 –  fixed operators 
of 4 September 2018, question 18. See replies to Q3 –  business customers of 4 September 2018, 
question C.B.2 . 
23  IPTV is the abbreviation for Internet Protocol TV; it is a system through which television services are 
delivered using the Internet protocol over a packet -switched network such as the internet, instead of 
being delivered through traditional terrestri al, satellite signal and cable television formats.  
24  Over -the-top (OTT) is any application or service that provides a product over the Internet and bypasses 
traditional distribution. Applications and services that are provided as 'over -the-top' are most t ypically 
related to media and communication.  
 
7 3.3.1. Product market definition 
(31) The Notifying Party submits that it is not relevant to delineate the market for the 
retail provision of TV services based on the segmentation analysed by the 
Commission in its previous decisions25, namely: (i) the type of tec hnology used; 
(ii) the nature of TV services provided in terms of Pay TV and Free -To-Air 
(“FTA”) TV services; and, (iii) the nature of TV services provided in terms of 
linear and non- linear services.  
(32) According to the Notifying Party, a potential distinctio n in the Swedish TV 
market would be between  MDUs and SDUs. This distinction has been considered 
in past decisions of the Swedish Competition Authority ("SCA") in this 
industry.26  In SDUs the end customer typically chooses its own TV distributor 
and pays directly for its subscription. In MDUs, on the other hand, it is common 
to have a collective agreement between the landlord / housing association and a 
single TV distributor. In such a setup the landlord / housing association chooses 
the TV distributor and pays for a basic TV package (this cost is covered through a 
portion of the monthly  management fees paid by apartment owners to the housing 
association).  
(33) In its previous decisions the Commission has considered the retail provision of 
FTA TV and Pay TV servi ces as separate markets but ultimately left open the 
product market definition 27. The Commission also considered whether retail TV 
can be segmented further according to: (ii) linear vs non- linear -TV services28; 
(iii) according to distribution technologies (e.g. cable, OTT, satellite, IPTV or 
terrestrial)29; and (iv) premium Pay-TV vs basic Pay -TV services30 but, has left 
open the market definition with regard to each of these potential sub- segments.  
                                                 
25  Commission decision of 21 December 2010 in case M.5932 News Corp/BskyB ; Commission  decision of 
22 September 2006 in case M.4353 Permira/All3Media Group; Commission decision of 15 April  2013 
in case M.6880 Lib erty Global/Virgin Media ; Commission decision of 24 February 2015 in case  
M.7194 Liberty Global/Corelio/W&W/De Vijver Media . 
26  See e.g., SCA decision of 21 September 2016, Dnr 411/2016, Com Hem /Boxer, recitals 50- 52. 
27  Commission decisions of 18 July 2007 in case M.4504 SFR/Télé 2 France, recital 40, and of 
25 June 2008 in case M.5121 News Corp / Premiere , recital 20. See also, Commission decision of 7 
April 2017 in case M.8354 –  Fox / Sky, paragraph 97; Commission decis ion of 3 August 2016 in case 
M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 56; Comm ission decisions of 
24 February  2015 in case M.7194 Liberty Global / Corelio / W&W / De Vijver Media, recital 119 -120, 
of 25 June 2008 in case M.5121 News Corp/Premie re, recitals 15 and 21, and of 10 October 2014 in 
case M.7000 Liberty Global/Ziggo , recital 108).  
28  Commission decision of 6 February 2018 in case M.8665 –  Discovery / Scripps , paragraph 33; 
Commission decision of 7 April 2017 in case M.8354 –  Fox / Sky,  paragraph 98 and 99;  Commission 
decision of 3 August 2016 in case M.7978 –  Vodafone/Liberty Global/Dutch JV , paragraph 58; 
Commission decision of 24 February 2015 in case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media , recital 124. Commission dec ision of 25 June 2008 in case M.5121 News Corp/Premiere, 
recital 21. Commission decision of 10 October 2014 in case M.7000 Liberty Global/Ziggo, 
recitals  109– 110. 
29  Commission decision of 6 February 2018 in case M.8665 –  Discovery / Scripps , paragraph 33;  
Commission decision of 7 April 2017 in case M.8354 – Fox / Sky, paragraph 100;  Commission 
decision of 3 August 2016 in case M.7978 –  Vodafone/Liberty Global/Dutch JV , paragraph 62; 
Commission decision of 24 February 2015 in case M.7194 Liberty Global / Co relio / W&W / De 
Vijver Media, recital 127. Commission decision of 25 June 2008 in case M.5121 News Corp/Premiere , 
recital 22; Commission decision of 21 December 2010 in case M.5932 News Corp/BskyB, recital 105. 
Commission decision of 10 October 2014 in ca se M.7000 Liberty Global/Ziggo, recital 113.  
 
8 (34) The Commission has also previously considered whether retail  TV services to 
SDUs and MDUs form part of the same product market but ultimately left it 
open.31  
(35) Most of the  respondents to the market investigation indicated that the market for 
the provision of retail TV services in Sweden should not be segmented into 
(i) FTA and Pay -TV services; (ii) linear and n on-linear services, or by 
(iii) distribution technologies.32 
(36) With regards to a potential segmentation in SDU and MDU, most of the 
respondents to the market investigation consider that the market for retail supply  
of TV services should not be split by MDU and SDU since similar content is 
distributed through the different technologies and there are not significant pricing 
differences.33 
(37) In any event, given the fact that the assessment of the Transaction would remain 
the same whether (i) FTA services and Pay TV services , (ii) linear Pay TV 
services and non- linear Pay TV services , (iii) different distribution technologies , 
and (iv) SDUs and MDUs are considered to belong to the same product market or 
to give rise to separate markets, the exact scope of the relevant market for TV 
services can be left open in this regard.  
(38) In any event, the Commission considers that for the purposes of this Decision the 
exact product market definition can be left open as the Transaction does  not raise 
serious doubts as to its compatibility with the internal market under any possible 
market definition . 
3.3.2. Geographic market definition  
(39) The Commission has in the past considered that the geographic scope of the 
market for the retail provision of TV s ervices could be national since providers of 
retail TV services compete on a nationwide basis or limited to the coverage area 
of each cable operator.34 
(40) The Notifying Party considers that the question whether the scope of the market 
for the retail provision of TV services should be either national, since TV 
                                                                                                                                                 
30  Commission decision of 24 February 2015 in case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media , recital 119.  
31  Commission decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland, 
paragraphs 92 -96. 
32  See replies to Q1 –  mobile operators of 4 September 2018, question 20. See also Q2 –  fixed operators 
of 4 September 2018, question 20.  
33  See replies to Q1 –  mobile operators of 4 September 2018, question 21. See also Q2 –  fixed operat ors 
of 4 September 2018, question 21.  
34  Commission decision of 26 February 2007 in case M.4521 LGI/Telenet, recital 25; Commission 
decision of 24 February 2015 in case M.7194 Liberty Global/Corel io/W&W/De Vijver Media, 
recital  139. Commission decision of 25 June 2008 in Case M.5121 -  News Corp/Premiere , recital 24; 
Commission decision of 25 January 2010 in Case M.5734 -  Liberty Global Europe/Unitymedia, 
recitals 40 and 43; Commission decision of 21 December 2010 in Case M.5932 -  NewsCorp/BSkyB , 
recital 109 ; Commission decision of 21 December 2011 in Case M.6369 - HBO/Ziggo/HBO 
Nederland, recital 42; Commission decision of 15 April 2013 in Case M.6880 -  Liberty Global/Virgin 
Media , recital 54; Case M.7000 –  Liberty Global/Ziggo , recital 118.  
 
9 distributors compete on a nationwide basis, or limited to the coverage area of each 
cable operator , could be left open.  
(41) Most of the respondents to the market investigation consider that the market for 
the retail provision of TV services is national in scope.35 
(42) In any event, the Commission considers that the exact geogr aphic market 
definition can be left open in this case as the Transaction does not raise serious 
doubts as to its compatibility with the intern al market under any possible market 
definition. 
3.4. Retail supply of mobile telecommunications services  
(43) Mobile telecommunications services to end customers (also referred to as  "retail 
mobile services" ) include services for national and international voice calls, SMS 
(including MMS and other messages), mobile internet with data services, access 
to content via the mobile network and retail international roaming services.36 
Both Parties provide mobile telec ommunication services at retail level to end -
customers in Sweden.37 
3.4.1. Product market definition 
(44) The Notifying Part y submits  that, in line with previous Commission decisions, the 
relevant product market is the overall retail market for mobile 
telecommunication s services. It consider s that it is not necessary for the 
Commission to further segment this market by reference to type of customer 
(business or private), service type (national or international calls, internet data 
services, voice and text services), typ e of tariff (post -paid or pre -paid) or type of 
network technology.  
(45) In previous cases concerning retail mobile telecommunications services, the 
Commission has considered that there is an overall retail market for mobile 
telecommunications services constituting a separate market from retail fixed 
telecommunication services.38 The Commission did not further segment the 
overall retail mobile market based on the type of service (voice calls, SMS, MMS, 
mobile Internet data services), or the type of networ k technology. The 
Commission considered possible segments of the overall retail market for mobile 
telecommunication services between pre- paid or post -paid services and private 
customers or business customers, concluding that these did not constitute separa te 
product markets but represent rather market segments within an overall retail 
market.39 
                                                 
35  See replies t o Q1 –  mobile operators of 4 September 2018, question 22. See also Q2 –  fixed operators 
of 4 September 2018, question 22.  
36  See Commission decision of 10 October 2014 in Case M.7000 –  Liberty Global/Ziggo , recital 137.  
37  At present, Tele2 is active in t his market as an MNO and Com Hem as an MVNO.  
38  Commission decision of 11 May 2016 in case M.7612 –  Hutchison 3G UK/Telefónica UK , recital 252; 
Commission decision of 10 October 2014 in Case M.7000 –  Liberty Global/Ziggo , recital 141 and 
Commission decisio n of 2 July 2014 in case No M.7018 –  Telefónica Deutschland/E -Plus, recital 64.  
39  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / Wind / JV, recital ; 
Commission decision of 3 August 2016 in case M.7978 –  Vodafone/Liberty Glo bal/Dutch JV , 
paragraph 74; Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica 
 
 
10 (46) Most respondents to the  market investigation in the present case agreed with the 
Commission’s previous product market definition and considered that the retail 
market  for mobile telecommunications services should be defined as an overall 
market, without further segmentations.40 
(47) In any event, for the purpose of this Decision , the exact product market definition 
in relation to the provision of retail mobile telecommunications services can be 
left open as the Transaction does not raise serious doubts as to its compatibility 
with the internal market under any possible market definition.  
3.4.2. Geographic market definition  
(48) The Notifying Part y submit s that, in line with the Commissio n's previous 
decisions,41 the market for mobile tele communications services to end customers 
is national in scope and therefore corresponds to the territory of Sweden.  
(49) The market investigation in the present case has not provided any indications  that 
the Co mmission should depart from its previous findings .42 In light of the above, 
the Commission considers that the retail market for mobile telecommunications 
services is national in scope.  
3.5. Retail supply of multiple play services  
(50) The term "multiple play" relates  to offers comprising two or more of the 
following services provided to retail consumers: mobile telecommunication 
services, fixed telephony, fixed internet access and TV services. Multiple play 
comprising two, three or four of these services is referred t o as dual play ("2P"), 
triple play ("3P") and quadruple play ("4P") respectively.  
(51) Three of the four services referenced in paragraph (50)  above , namely fixed 
telephony, TV services and fixed internet access,  are fixed services  as they are  
provided over a fixed network such as cable, copper or fibre infrastructure. 
Multiple play comprising any combination of two or more of these fixed services 
without a mobile c omponent is referred to as "fixed multiple play". Multiple play 
comprising one or more of these fixed services in combination with a mobile 
component (including either voice or data, or both together) is ref erred to as 
                                                                                                                                                 
UK, recitals 255, 261, 270, 279, 287; Commission decision of 2 July 2014 in case M.7018 –  Telefónica 
Deutschland/E -Plus, recitals 31 to 55; Commissio n decision of 10 October 2014 in Case M.7000 – 
Liberty Global/Ziggo , recital 141; Commission decision of 28 May 2014 in case M.6992 –  Hutchison 
3G UK/Telefónica Ireland , recital 141; Commission decision of 12 December 2012 in case M.6497 – 
Hutchison 3G Aus tria/Orange Austria , recital 58.  
40  See Replies to Q1 –  mobile operators of 4 September 2018, questions  10 and 11.  
41  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / Wind / JV, 
recital  166; Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch 
JV, paragraph 76; Commission decision of 11 may 2016 in case M.7612 –  Hutchison 3G 
UK/Telefónica UK , recitals 293; Commission decision of 10 October 2014 in Case M.7000 –  Liberty 
Global/Ziggo, recital 143; Co mmission decision of 2 July 2014 in case No M.7018 – Telefónica 
Deutschland/E -Plus, recital 74; Commission decision in case M.6497 – Hutchison 3G Austria/Orange 
Austria , recital 73; Commission decision in case No M.5650 –  T Mobile/Orange UK , paragraphs 25 
and 26 and Commission decision of 28 May 2014 in case No M.6992 –  Hutchison 3G UK/Telefónica 
Ireland, recital 164.  
42  See replies to Q1 –  mobile operators of 4 September 2018, question 18. See also Q2 –  fixed operators 
of 4 September 2018, question 18. See replies to Q3 –  business customers of 4 September 2018, 
question B.B.1.  
 
11 "fixed -mobile multiple play" or “fixed-mobile convergence ” (“FMC ”). Fixed -
mobile multiple play may involve a single mobile subscription (SIM card) or 
more than one mobile subscription com bined with the fixed services.  
(52) Both Tele2 and Com Hem offer fixed multiple play bundles, Com Hem to a 
greater extent than Tele2. None of the Parties offers fixed -mobile multiple play 
services.  
3.5.1. Product market definition 
(53) The Notifying Party submits that multiple play markets are not relevant in 
Sweden, due mainly to their limited scope, and that the competitive assessment of 
the Transaction should be carried out separately in each individual market (fixed 
telephony, fixed internet, TV services and mobile services).  
(54) In previous cases the Commission has considered but ultimately left open the 
question as to whet her there exist one or more multiple play markets which are 
distinct from each of the underlying individual telecommunication services.43  
(55) In previous cases the Commission has also noted that due to different services, 
delivered over different infrastructur es (fixed for dual play and triple play or fixed 
and mobile for quadruple play), that are included in the different multiple play 
bundles, instead of one possible market for multiple play, there could be several 
candidate multiple play markets: a market fo r fixed bundles (dual play and triple 
play) and another separate market for FMC bundles. The possibility for several 
mobile subscriptions to be included in a quadruple play bundle further 
complicates the picture.44 
(56) In Sweden , the uptake of mul tiple play ser vices remains relatively modest. 
In 2017, the total number of bundled telecommunication subscriptions amounted 
to roughly 1.9 million compared to a total of approximately 14.4 million mobile 
telecommunication services subscriptions , 3.9 million fixed broad band 
subscriptions  and 5.3 million television subscriptions .45  
(57) The most common multiple play service in Sweden is the 2P combination of 
television and fixed internet services (app roximately  551 700 subscriptions 
in 2017). There is a marked ongoing decline in the number of subscriptions of 
multiple  play bundles with a fixed telephony component in tune with the decline 
of overall standalone fixed telephony subscriptions.46 Moreover, in Sweden, 
fixed -mobile multiple play bundles are not widespread. In 2017, mobile 
subscriptions sold in a 4P bundle represented less than 1% of all mobile 
subscriptions.   
                                                 
43  Commission decision of 3 August 2016 in case M.7978 –  Vodafone / Liberty Global / Dutch JV , 
recital  108; Commission decision of 4 February 2016 in case M.7637 – Liberty Global / BASE 
Belgium , recital 96; Commission decision of 19 May 2015 in case M.7421 – Orange / Jazztel , 
recitals  86 and 91.  
44  Commission decision of 3 August 2016 in case M.7978 –  Vodafone / Liberty Global / Dutch JV , 
recital  107. 
45  See Annex 7 of Form CO.  
46  See Table 9, Annex 7 of Form CO.  

 
13 (63) Most  respondents to the market investigation of the case at hand considered that a 
possible market for multiple play (irrespective of what type of multiple play 
bundle s are included in such possible market) would be national in scope.50 
(64) Therefore, for the purposes of this D ecision, the Commission considers that the 
geographic scope of any possible retail market for multiple play services in 
Sweden would be national.  
3.6. Wholesale access and call origination on mobile networks  
(65) MNOs provide wholesale access and call origination services which enable 
operators without their own network, namely MVNOs  and Service Providers, to 
have access to one or more of the MNOs networks in or der to provide retail 
mobile services to end customers  “Full” or “thick” MVNOs maintain their own 
core infrastructure and use MNOs only for access to a radio network. By contrast, 
“light” or “thin” MVNOs do not have their own infrastructure and rely entire ly on 
the infrastructure of an MNO.51 As far as the Parties are concerned, only Tele2 is 
active on this market in Sweden . Three more providers in Sweden offer wholesale 
access and call origination on mobile networks, namely, Telia, Telenor and Tre.  
3.6.1. Product market definition  
(66) In line with previous Commission decisions, the Notifying Party submits that 
there is an overall market for wholesale access and call origination services.  
(67) In previous cases,52 the Commission defined a wholesale market for access and 
call origination on public mobile networks. The services provided by MNOs to 
non-MNOs were considered as key elements required for non- MNOs to be able to 
provide retail mobile communication services. Since both services were 
considered to be generally supplied together they were seen to be part of a single 
market.  The market investigation in the present case has not provided any reasons 
to depart from this approach.  
(68) In view of the above, the Commission concludes that there is a distinct wholesale 
market for access and call origination on public mobile telephone networks. 
                                                 
50  See replies to Q1 –  mobile operator s of 4 September 2018, question 18. See also Q2 –  fixed operators 
of 4 September 2018, question 18.  
51  Light MVNOs may also use the services of a mobile virtual network enabler (“MVNEs“), an 
organisation that provides business infrastructure solutions to MVNOs such as billing, administration, 
operations support, mobile site subsystem support and other related services.  
52 Commission decision of 3 August 2016 in case M.7978 –  Vodafone / Liberty Global / Dutch JV , 
paragraph 187; Commission decision of 11 May 2016 in case M.7612 –  Hutchison 3G UK/Telefónica 
UK, recitals 295 to 300; Commission decision of 2 July 2014 in case M.7018 –  Telefónica 
Deutschland/E -Plus, recitals 77 to 79; Commission decision of 28 May 2014 in case M.6992 – 
Hutchison 3G UK/Telefónica Ireland, recital 156; Commission decision of 12 December  2012 in case  
M.6497 – Hutchison 3G Austria/Orange Austria, recitals 61 to 63; Commission decision of 
1 March  2010 in case M.5650 –  T-Mobile/Orange , paragraphs 27 to 30; Commission decision of 
27 November  2007 in case M.4947 – Vodafone/Tele2 Italy/Tele2 Spain,  paragraph 15.  
 
14 3.6.2. Geographic market definition  
(69) In line with previous Commission decisions, the Notifying Party submits that the 
relevant geographic scope of the market for wholesale access and call origination 
on mobile networks is national, i.e. limited to the territory of Sweden.  
(70) In previous cases, the Commission considered the wholesale market for access 
and call origination to be national in scope due to regulatory barriers stemming 
from the fact that licenses granted to MNOs are generally national in scope.53 The 
market investigation in the present case has not provided any reasons to depart 
from this approach.  
(71) Based on the above, the Commission concludes the wholesale market for access 
and call origination on public mobile networks to be national in scope, that is to 
say limited to the territory of Sweden . 
3.7. Wholesale market for call termination on mobile networks  
(72) Call termination services are provided when calls originate from one network and 
terminate on another network. Call termination thus allows users of different 
networks to communicate with one another. Call termination is a wholesale 
service provided by va rious network operators to one another on the basis of 
interconnection agreements, upstream of the provision of communication services 
to end customers.54 Call termination services could be provided either on mobile 
or fixed networks. 
(73) Tele2 is active on the  wholesale market for call termination on mobile networks  
in Sweden. 
3.7.1. Product market definition 
(74) The Notifying Party submits that each individual network constitutes a separate 
wholesale market for call termination on mobile networks, in line with previous 
Commission decisions.  
(75) In previous cases, the Commission concluded that each individual mobile 
network constitutes a separate product market.55 More specifically, the 
Commission considered that there is no substitute for call termination on each 
individual ne twork since the operator transmitting the outgoing call can reach the 
intended recipient only through the operator of the network to which the recipient 
                                                 
53 Commission decision of 3 August 2016 in case M.7978 –  Vodafone / Liberty Global / Dutch JV , 
paragraph 190; Commission decision of 11 May 2016 in case M.7612 –  Hutchison 3G UK/Tel efónica 
UK, recitals 305 and Commission decision of 12  December  2014 in case M.6497 –  Hutchison 3G 
Austria/Orange Austria, recitals 74 to 77 with further references.  
54  See Commission decision of 2 July 2014 in case M.7018 –  Telefónica Deutschland/E -Plus, recital 84; 
Commission decision of 12 December 2012 in case M.6497 -  Hutchison 3G Austria/Orange Austria, 
paragraph 68; Commission decision of 1 March 2010 in case M.5650 -  TMobile/Orange , paragraph 36.  
55  See Commission decision of 3 July 2012 in case M.6 584 – Vodafone/Cable & Wireless , recital 47; 
Commission decision of 3 July 2012 in case M.5650 –  T-Mobile/Orange UK , recitals 36, 37; See also 
Commission decision M.1493 –  Telia / Telenor , M.2803 Telia / Sonera  and  M.3806 –  Télefonica / 
Cesky . See also Re vised Commission Recommendation of 17 December 2007 referring to wholesale 
voice call termination on individual mobile networks.  
 
15 is connected. Each individual network therefore constitutes a separate market for 
termination. This applies both to fixed networks and to mobile networks.56 
(76) In view of the above, the Commission concludes that each individual mobile 
network constitutes a separate wholesale market for call termination. More 
specifically for the purposes of this case, the Commi ssion concludes that the 
relevant market is the wholesale market for call termination on the mobile 
network of Tele2.  
3.7.2. Geographic market definition  
(77) The Notifying Party submits that wholesale market for call termination should 
correspond to the dimensions of  the operator's network and therefore be 
considered as national in scope.  
(78) In line with its previous decisions57, the Commission considers the market to be 
national in scope. The information available to the Commission does not provide 
any indication that it would be warranted for the present case to depart from the 
previous practice for defining the geographic market. For the purposes of this 
Decision, the Commission therefore concludes that the wholesale markets for call 
termination on mobile networks are n ational.  
3.8. Wholesale international roaming services  
(79) In order for a provider of retail mobile services to be able to provide its end 
customers with telecommunication services outside their home countries, it must 
enter into agreements with providers of wholesale international roaming services 
which are prima rily active in other national markets. Only Tele2 is active on this 
market , both in Sweden and in the Netherlands.  
(80) Roaming agreements can be concluded with a preferred foreign operator which 
offers tailor- made service conditions, as can be seen in particul ar in the creation 
of international roaming alliances.  
3.8.1. Product market definition 
(81) The Notifying Party submits that the Commission has defined a separate 
wholesale market for international roaming services comprising both terminating 
calls and originating calls.58 
(82) In the case at hand, the Commission retains its previous product market definition 
of a separate wholesale market for international roaming comprising both 
terminating calls and originating calls.  
                                                 
56  See Commission decision of 3 July 2012 in case M.5650 –  T-Mobile/Orange UK , recitals 36, 37.  
57  See Commission decision of 3  July 2012 in case M.6584 – Vodafone/Cable & Wireless , recital 48; 
Commission decision of 3 July 2012 in case M.5650 –  T-Mobile/Orange UK , recital 39.  
58  See Commission decision of 2 July 2014 in Case M.7018 -  Telefónica Deutschland/E -Plus, recital 97; 
Commission decision of 20 September 2013 in Case M.6990 Vodafone/Kabel Deutschland, recital 
249; Commission decision of 3 July 2012 in case M.5650 T -Mobile/Orange , paragraph 34; 
Commission decision of 12 December  2012 in case No. M.6497 Hutch ison 3G Austria/Orange 
Austria , paragraph 67; Commission decision of 4 February 2016 in Case M.7637 Liberty Global/Base 
Belgium , recital 119.  
 
16 3.8.2. Geographic market definition  
(83) In line with previous Commission decisions59 the Notifying Party submits that the 
wholesale market for international roaming services is national in scope, i.e. 
Sweden, for the case at hand. This is due to the fact that wholesale international 
agreements can only be concluded with companies which have an operating 
licence in the relevant country and the licences to provide mobile services are 
restricted to a national territory.  
(84) In line with its past decisions60, the Commission retains its previous geographic 
market definition and considers that the wholesale market for international 
roaming services is national in scope.  
3.9. Wholesale call termination services on fixed networks  
(85) As explained in paragraph (72)  above, c all termination is the wholesale service 
provided by network operators that allows users of different networks to 
communicate with each other.  
(86) The market for wholesale termination of calls on fixed networks is therefore 
vertically related to the retail markets for fixed and mobile telephony services.   
(87) Both Tele2 and Com Hem  are active in the provision of wholesale call 
termination services on fixed networks in Sweden .  
3.9.1. Product market definition  
(88) In line with previous Commission  decisions61, the Notifying Par ty submit s that 
the relevant product market is the wholesale market for call termination on each 
individual fixed network. 
(89) In previous decisions the Commission considered an overall wholesale market for 
call termination on each individual fixed network, without it being necessary to 
consider further possible segmentations of the market.62 
                                                 
59  See Commission decision of 3 July 2012 in case M.5650 T -Mobile/Orange , paragraph 35; 
Commission decision of 12  December  2012 in case  M.6497 Hutchison 3G Austria/Orange Austria, 
paragraph 78 -79; Commission decision of 2 July 2014 in case M.7018 Telefónica Deutschland/E -Plus, 
recital 100; and Commission decision of 4 February 2016 in case M.7637 Liberty Global/Base 
Belgium , recital 122.  
60  See Commission decision of 3 July 2012 in case M.5650 T -Mobile/Orange , paragraph 35; 
Commission decision of 12  December  2012 in case M.6497 Hutchison 3G Austria/Orange Austria, 
paragraph 78 -79; Commission decision of 2 July 2014 in  case M.7018 Telefónica Deutschland/E -Plus, 
recital 100; and Commission decision of 4 February 2016 in case M.7637 Liberty Global/Base 
Belgium , paragraph 122; Commission decision of 20 September 2013 in case M.6990 Vodafone/Kabel 
Deutschland, recital 252.  
61  See Commission decision of 3 August 2016 in case M.7978 –  Vodafone / Liberty Global / Dutch JV;  
Commission decision of 27 November 2007 in case M.4947 -  Vodafone/Tele2 Italy/Tele2 Spain , 
recital 13; Commission decision of 1 March 2010 in case M.5650 -  T-Mobile/Orange , recital 37; 
Commission decision of 3 July 2012 in case M.6584 - Vodafone/Cable & Wireless , recital 23; and 
Commission decision of 20 September 2013 in case M.6990 - Vodafone/Kabel Deutschland , 
recital  117. 
62  See Commission decision of 3 Au gust 2016 in case M.7978 –  Vodafone / Liberty Global / Dutch JV;  
Commission decision of 4 February 2016 in case M.7637 -  Liberty Global/BASE Belgium , recital 126; 
 
 
17 (90) For the purposes of the present D ecision, the Commission retains its previous 
product market definit ion and considers that the relevant product market is the 
overall wholesale market for call termination on the fixed network of Tele2  and 
the wholesale market for call termination on the fixed network to which Com 
Hem  has access.  
3.9.2. Geographic market definiti on 
(91) The Notifying Part y consider s the geographic scope of the wholesale market for 
call termination on fixed networks to be national. This is primarily due to 
regulatory barriers as the geographical scope of licenses is in principle limited to 
areas which d o not extend beyond the borders of a Member State.  
(92) In line with previous decisions the Commission considers the geographic scope of 
the wholesale market for call termination on a fixed network to be national.63 
4. COMPETITIVE ASSESSMEN T 
4.1. Analytical framework  
(93) Under Article 2(2) and (3) of the Merger Regulation, 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 s trengthening of a dominant position.  
(94) In this respect, a merger may entail horizontal and/or non- horizontal effects. 
Horizontal effects are those deriving from a concentration where the undertakings 
concerned are actual or potential competitors of each other in one or more of the 
relevant markets concerned. Non -horizontal effects are those deriving from a 
concentration where the undertakings concerned are active in different relevant 
markets.  
(95) As regards non -horizontal mergers, two broad types of such mergers  can be 
distinguished: vertical mergers and conglomerate mergers.64 Vertical mergers 
involve companies operating at different levels of the supply  chain.65 
Conglomerate mergers are mergers between firms that are in a relationship which  
is neither horizontal (as competitors in the same relevant market) nor vertical (as 
suppliers or customers) .66 
                                                                                                                                                 
Commission decision of 3 July 2012 in case M.6584 -  Vodafone/Cable & Wireless , recital 23; 
Commission decision of 1 March 2010 in case M.5650 -  T-Mobile/Orange , recital 37.  
63  See Commission decision of 3 August 2016 in case M.7978 –  Vodafone / Liberty Global / Dutch JV;  
Commission decision of 20 September 2013 in case M.6990 - Vodafone/Kabel Deut schland , 
recital  121; Commission decision of 4 February 2016 in case M.7637 -  Liberty Global/BASE Belgium , 
recital  128; Commission decision of 3 July 2012 in case M.6584 -  Vodafone/Cable & Wireless , 
recital  24; Commission decision of 1 March 2010 in case M .5650 - T-Mobile/Orange , recital 38; 
Commission decision of 27 November 2007 in case M.4947 -  Vodafone/Tele2 Italy/Tele2 Spain , 
recital 16.  
64  Non-Horizontal Merger Guidelines, recital 3.  
65  Non-Horizontal Merger Guidelines, recital 4.  
66  Non-Horizontal Merger Guidelines, recital 5.  
 
18 (96) A case where a merger entails both horizontal and non- horizontal effects may for 
instance be when the merging  firms are not only in a vertical or  conglomerate 
relationship, but are also actual or potential competitors of each other in one or 
more of the relevant markets concerned. In such a case, the Commission will 
appraise horizontal, vertical and/or conglomerate effects in accordance with the 
guidance set out in the relevant notices.67 
(97) The Commission appraises horizontal effects in accordance with the guidance set 
out in the relevant notice, that is to say the Horizontal Merger Guidelines.68 
Additionally, the Commission appraises non- horizontal eff ects in accordance with 
the guidance set out in the relevant notice, that is to say the Non -Horizontal 
Merger Guidelines.69 
4.1.1. Horizontal effects  
(98) The Horizontal Merger Guidelines distinguish between two main ways in which 
mergers between actual or potential co mpetitors on the same relevant market may 
significantly impede effective competition, namely non -coordinated and 
coordinated effects.  
(99) As regards horizontal non- coordinated effects, under the substantive test set out in 
Article 2(2) and (3) of the Merger Re gulation, also mergers that do not lead to the 
creation or the strengthening of the dominant position of a single firm may be 
incompatible with the internal market. Indeed, the Merger Regulation recognises 
that in oligopolistic markets, it is all the more necessary to maintain effective 
competition.70 This is in view of the more significant consequences that mergers 
may have on such markets. For this reason, the Merger Regulation provides that 
"under certain circumstances, concentrations involving the elimination of 
important competitive constraints that the merging parties had exerted upon each 
other, as well as a reduction of competitive pressure on the remaining 
competitors, may, even in the absence of a likelihood of coordination between the 
members of th e oligopoly, result in a significant impediment to effective 
competition" .71 
(100)  The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant horizontal non- coordinated effects are likely to result 
from a merger, such  as 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. That list of f actors applies equally regardless of whether a 
merger would create or strengthen a dominant position, or would otherwise 
                                                 
67  Non-Horizontal Merger Guidelines, recital 7.  
68 Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelines"), OJ C 31,  05.02.2004.  
69  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control 
of concentrations between undertakings ("Non -Horizontal Merger Guidelines"), OJ C 265, 18.10.2008.  
70 Merger Regulation, recital 25.  
71 Merger Regulation, recital 25. Similar wording is also found in paragraph 25 of the Horizontal Merger 
Guidelines. See also Commission decision of 2  July 2014 in case No M.7018 – Telefónica 
Deutschland/E -Plus, recital 113; Commission decision of 28  May 2014 in cas e No M.6992 – 
Hutchison 3G UK/Telefónica Ireland, recital 179; Commission decision of 12 December  2012 in case 
No M.6497 –  Hutchison 3G Austria/Orange Austria, recital 88.  
 
19 significantly impede effective competition due to non- coordinated effects. 
Furthermore, not all of these factors need to be present to make significant non-
coordinated effects likely and it is not an exhaustive list.72 Finally, the Horizontal 
Merger Guidelines describe a number of factors, which could counteract the 
harmful effects of a merger on competition, including the likelihood of bu yer 
power, entry and efficiencies.  
(101)  A merger in a concentrated market may also significantly impede effective 
competition due to horizontal coordinated effects  where, through the creation or 
the strengthening of a collective dominant position, it increases the likelihood that 
firms are able to coordinate their behaviour and raise prices, even without 
entering into an agreement or resorting to a concerted practice within the meaning 
of Article 101 TFEU . A merger may also make coordination easier, more stable 
or more effective for firms that were already coordinating before the merger, 
either by making the coordination more robust or by permitting firms to 
coordinate on even higher prices.73 
(102)  To assess whether a merger gives rise to horizontal coordinated effects , the 
Commission should examine, first, whether it would be possible to reach terms of 
coordination and, second, whether the coordination would be likely to be 
sustainable.74  
4.1.2. Vertical effects  
(103)  A merger is said to result in foreclosure where actual or potent ial rivals' access to 
supplies or markets is hampered or eliminated as a result of the merger, thereby 
reducing these companies' ability and/or incentive to compete.75 Such foreclosure 
may discourage entry or expansion of rivals or encourage their exit. Suc h 
foreclosure is regarded as anti -competitive where the merged entity — and, 
possibly, some of its competitors as well — are as a result able to profitably 
increase the price charged to consumers.76 
(104)  Two forms of  vertical  foreclosure can be distinguished. Th e first is where the 
merger is likely to raise the costs of downstream rivals by restricting their access 
to an important input (input foreclosure). The second is where the merger is likely 
to result in foreclosure of upstream rivals by restricting their a ccess to a 
sufficiently large customer base (customer foreclosure).  
4.1.3. Conglomerate effects  
(105)  In the majority of circumstances, conglomerate mergers do not lead to any 
competition problems but in certain specific cases there may be harm to 
competition.77 The main concern in the context of conglomerate effects is that of 
foreclosure. 78 Conglomerate mergers may allow the merged entity to combine 
                                                 
72 Horizontal Merger Guidelines, paragraph 26.  
73 Horizontal Merger Guidelines, paragraph 39.  
74  Horizontal Merger Guidelines, paragraph 42.  
75  Non-horizontal Merger Guidelines, paragraph 29.  
76  Non-horizontal Merger Guidelines, paragraph 29.  
77  Non-horizontal Merger Guidelines, paragraph 92.  
78  Non-horizontal Merger Guidelines, parag raph 93.  


 
22 (112)  Therefore, the Commission considers that the Transaction does not give rise to 
serious doubts as to the compatibility with the internal market as regards the 
wholesale markets for call termination on Com Hem's and Tele2's fixed networks 
and this market will, therefore, no longer be discussed in this D ecision.  
(113)  As regards the wholesale market for mobile call termination services , since each 
MNO's network constitutes a separate market for the provision of wholesale call 
termination, there is no horizontal over lap between the Parties’ activities on this 
market, as only Tele2 is active on a its own separate mobile network with a 100% 
market share over its network. However, the Transaction give s rise to vertically 
affected markets  since Com Hem is a customer of Tele2 with regard to wholesale 
call termination services on mobile networks in its capacity as provider of fixed 
telephony and mobile telecommunications  services.  
(114)  However, in Sweden the market for wholesale call termination on mobile 
networks is regulated ex -ante by the PTS. In its latest decision on call termination 
on mobile  networks, PTS imposed price caps and non- discrimination obligations 
on both Tele2 ensuring that its call termination services are provided on a fair 
basis.84 
(115)  Therefore, the Commission co nsiders that the Transaction does not give rise to 
serious doubts as to the compatibility with the internal market as regards the 
wholesale market for mobile call termination services, on Tele2’s mobile 
network. Therefore, this market will no longer be dis cussed in this D ecision.  
(116)  As regards the market for wholesale international roaming , the Commission notes 
that this market is subject to sector -specific EU regulation, which prevents mobile 
operators from refusing access to their network and from charging e xcessive 
termination fees.85 Under the Roaming Regulation, MNOs must meet all 
reasonable requests for wholesale roaming access86 and MNOs are bound by the 
price cap imposed by the Roaming Regulation on the wholesale prices that MNOs 
can charge to  their roaming customers. Key obligations under the regulation 
include an obligation to meet all reasonable access requests, an obligation to 
publish a reference offer, caps on wholesale and retail charges (for calls, SMS 
messages and data services), and transparency and information requirements. The 
Roaming Regulation therefore effectively prevents MNOs from refusing access to 
their respective network and from charging excessive termination fees.  
                                                 
84  See PTS decision of 13 September 2016, Dnr: 16– 9404, Analys av marknaden för mobil 
samtalsterminering (marknad 2) enligt 8 kap. 5 och 6 §§ (2003:389) om e lektronisk kommunikation, 
page 67, http://www.pts.se/globalassets/startpage/dokument/legala -
dokument/beslut/2016/telefoni/mkd2- slutbeslut/slutlig_beslut- mobil -samtalsterminering -
tele2270878_tmp.pdf.  
85 Regulation (EU) No 531/2012 of the European Parliament and of the Council of 13 June 2012 on 
roaming on public mobile communications networks within the Union (OJ L 172, 30.6.2012, pp. 10 –
35 (the “roaming Regulation”); amended by Regulation (EU) No 2015/2120 of the European 
Parliament and the Council of 25 Nov ember 2015 laying down measures concerning open internet 
access and amending Directive 2002/22/EC on universal service and users’ rights relating to electronic 
communications networks and services and Regulation (EU) No 531/2012 on roaming on public 
mobile  communications networks within the Union, OJ L 310, 26.11.2015, p. 1– 18.  
86  Article 3 Regulation (EU) No 531/2012 and Article 7 Regulation (EU) No 2015/2120.  

 
24 services to the consumer market in Sweden. Telenor Sweden provides voice and 
data services to both busine sses and consumers, through a range of wireless, fixed 
and broadband technologies. Tre is the fourth largest MNO offering mobile 
telephony and mobile broadband to both businesses and consumers in Sweden.  
(122)  In the  retail  fixed internet market, the other main  players are Bahnhof and 
Bredband2. Bahnhof was one of the country's first independent internet service 
providers ("ISP"). Bredband2 is an  internet access provider  that provides its 
services based on optical fibre technology. Both companies offer fixed bro adband 
services to private and business customers and mobile services to business 
customers.  
(123)  Viasat operates a satellite Pay TV platform in Sweden and is part of the MTG 
group, primarily active as a retail TV distributor. Viasat is also active in the retai l 
provision of fixed broadband services through open fibre networks.  
(124)  With respect to multiple pla y offers, at present Telia and Telenor are the main 
players , offering different bundles inc luding all services. In particular they offer  
all types of fixed -only bundles and have recently launch ed quad ruple play offers  
(including mobile services) .  
4.4. Assessment of horizontal effects  
4.4.1. Retail market for the provision of mobile telecommunications services  
4.4.1.1. Notifying Part y’s view  
(125)  The Notifying Party submits that the Transaction would not give rise to any 
competitive concerns in relation to the retail market for mobile 
telecommunications services in Sweden for the following reasons. First , the 
increment brought about by the Transaction  is minimal (less than [0 -5]%). 
Second, Com Hem does not have a meaningful standalone presence on this 
market given that it sells mobile services only to business customers. Third, as 
suggested by diversion ratios, Com Hem is not a close competitor of Tele2. 
Fourth, the merged entity will face post -transaction strong competitive pressure 
from the other MNOs in the market.   
4.4.1.2. Commission's assessment  
(126)  The Parties and their main competitors' market shares by number of subscribers 
and by value for the overall retail mobile market for the pos sible segmentation 
into private customers and business customers are illustrated in Table 5  and Table 
6 below. As shown below the increment brought about by the Transaction  would 
be less than 1% under any of these possible market segmentation s.87 Such a low 
increment indicates  that the Transaction is unlikely to affect the structure of the 
market.  
                                                 
87  Tele2 and Com Hem’s respective market positions would not significantly differ for any other r elevant 
segmentations discussed in Section 3.4. (see Annex 7, Form CO).  

 
26 operator  in the provision of retail mobile ser vices.89 In particular, business 
customers do not consider Com Hem as a viable competitor to the four MNOs in 
Sweden.90 Finally, most of the respondents to the market investigation consider 
that the Transaction would not have a significant impact on the market for the 
provision of retail mobile telecommunications services in Sweden.91 
(129)  Finally, with reference to potential coordinated effects , the Commission notes that 
post-Transaction the market structure in the retail mobile market would remain 
unchanged with the only exception related to the limited increment of Tele2's 
position in the business segment brought by Com Hem's position. The market 
leader Telia will have a market share significantly higher compared to the one of 
the merged entity and the other two main players Telenor and Tre would remain 
in the market with a significant market share, respectively [10 -20]% 
and [10- 20]% by subscribers.  As a result, the Transaction would not bring about 
any significant changes (either by increasing market symmetry or  by removing a 
potential disruptive player), which would facilitate coordination.  
4.4.1.3. Conclusion 
(130)  In light of the above, the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market as regards the  
retail market for mobile telecommunications services in Sweden.  
4.4.2. Retail market for the provision of fixed internet access services  
4.4.2.1. Notifying Party’s view  
(131)  The Notifying Party submits that the Transaction would not give rise to any 
competitive concerns in relation to the retail market for fixed internet access 
services in Sweden for the following reasons. First the increment brought about 
by the Transaction  is not significant (approximately [0 -5]% in terms of 
subscribers). Second, the Parties do not consider themselves to be close 
competitors and maintain that the internet offerings of Com Hem and Tele2 are 
largely complementary. Third, several alternative ope rators would remain active 
in the market after the Transaction.  
4.4.2.2. Commission's assessment  
(132)  The Parties and their main competitors' market shares by number of subscribers 
and by value for the overall retail fixed internet access market as well as for the 
possible segmentation into private customers and business customers are 
illustrated in Table 7  and Table 8  below. As shown below the combined market 
share of the merged entity would be around or slightly above 20% under any 
                                                 
89  See replies to Q1 –  mobile operators of 4 September 2018, question 27. See also Q2 –  fixed operators 
of 4 September 2018, question 27.  
90  See replies to Q3 –  business customers of 4 September 2018, question B.C.1.  
91  See replies to Q1 –  mobile operators of 4 September 2018, question 83.2. See also Q2 –  fixed 
operators of 4 September 2018, question 85.2. See replies to Q3 –  business customers of 
4 September  2018, question E.2.  

 
28 (134)  The market shares figures would not differ significantly in the possible narrower 
market for the provision of fixed internet services to private and business 
customers. With respect to the segment of broadband services to private 
customers, the merged entity’s share would be [20- 30]% by volume and [20- 30]% 
by value, with the increment from Tele2 amounting to [ 0-5]% and [0 -5]% 
respectively. With respect to the segment of broadband services to business 
customers, the merged entity’s share would be around [20- 30]% by volume 
and [10- 20]% by value. Telia will remain the clear leader with market shares 
above 30% in all segments while Telenor will be the third largest operator in the 
market, with a share by subscribers of [10- 20]% in the private segment and of 
[5-10]% in the business one. 
(135)  Moreover, with regards to the competitive dynamics on the fixed internet market 
in Sweden, the Commission notes that according to the majority of respondents to 
the market investigation the leve l of price competition in the retail market for 
fixed internet services in Sweden (on the overall market as well as on the 
residential and business segments of it) is  either high or very high pre -
Transaction.94 
(136)  The results of the market investigation also i ndicate that Tele2 and Com Hem are 
not close competitors for the provision of fixed internet access services in Sweden 
with Telia being the closest competitor to both Tele2 and Com Hem.95 In 
particular, business customers consider Telia and Telenor 's offeri ng as closest 
competitor to Tele2 in terms of parameters such as brand and network quality in 
Sweden.96 Finally, most of the respondents to the market investigation consider 
that the Transaction would not have a significant impact on the market for the 
provision of retail fixed internet access services in Sweden.97 
4.4.2.3. Conclusion 
(137)  In light of the above, the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market as regards the 
retail market for internet access services in Sweden.  
4.4.3. Retail market for the provision of multiple  play services  
4.4.3.1. Notifying Party’s view  
(138)  The Notifying Party submits that the Transaction would not give rise to any 
competitive concerns in relation to the retail market for the provision of multiple 
                                                 
94  See replies to Q1 –  mobile operators of 4 September 2018, question 40. See also Q2 – fixed operators 
of 4 September 2018, question 40.  
95  See replies to Q1 –  mobile operators of 4 September 2018, question 41. See also Q2 –  fixed operators 
of 4 September 2018, question 41.  
96  See replies to Q3 –  business customers of 4 September 2018,  question C.C.1.  
97  See replies to Q1 –  mobile operators of 4 September 2018, question 83.2. See also Q2 –  fixed 
operators of 4 September 2018, question 85.2. See replies to Q3 –  business customers of 
4 September  2018, question E.2. A  fixed internet opera tor expressed some concerns on the future 
availability of dark fibre and on the incentive of Tele2, following the Transaction, to offer its dark 
fibre to operators competing with the merged entity. However, Tele2 holds less than [0-5]% in the 
segment of da rk fibre and Com Hem is not active in it. Moreover, several suppliers of wholesale 
network services would remain available in the market, in particular: Telia (through Skanova), 
Trafikverket and Svenska Kraftnät, Vattenfall AB, Teracom and IP -Only Network AB. 

 
30 predominantly fixed player, the Commission has also considered the likelihood of 
each Party, absent the Transaction, becoming a significant player in the FMC 
segment99 and the effect the Transaction might have on this potential competition 
between the Parties .   
(144)  In this respect, the Commission firstly notes that the FMC multiple play seg ment 
is nascent in Sweden and has come into existence in earnest  only recently through 
the launch of quadruple play offers  from Telia and Telenor. The total number of 
such subscriptions amounted to just 140 000 at the end of 2017. The Commission 
has examined, through the review of internal documents, the Parties'  respective 
FMC capabilities and ambitions in the standalone scenario absent the Transaction. 
(145)  Com Hem has tried  to secure an MVNO agreement with a view to couple their 
fixed  services with a mobile component for a number of years . The Commission 
has review ed the conditions and parameters set out in Com Hem's latest request 
for quote as well as the conditions in the single offer received by […] and has 
concluded that, […] .100  
(146)  […]. In conclusion, absent the Transaction, Tele2's capabilities  to offer a FMC 
product  remain uncertain.  
(147)  Moreover , Tele2's internal documents include […]101 […]102 […]. The 
Commission considers this as at least an indication that the Transaction may 
increase com petition in the FMC segment compared to the situation that would 
likely materialize absent the Transaction.  
(148)  With reference to p otential coordinated effects , the Commission notes that post -
Transaction the market structure in the multiple play market s, and possible sub-
segments , will remain highly asymmetric. In an overall market including all 
subscriptions of all types of multiple play services, t he market leader Telia will 
have a market share roughly twice that of the merged entity and roughly four 
times th at of the third largest actor, Telenor. With particular regard to fixed -
mobile multiple play services, if anything, the entry of a third player on this 
market would be likely to make any potential coordination more difficult 
compared to the situation absent the Transaction . 
(149)  Finally,  it is also worth noting that, although Tre does not currently supply  
multiple play services  it would still enjoy a significant presence in the retail 
mobile telecommunications services markets and thanks to the presence of open 
fibre networks  and third party fixed network operators in Sweden it could 
                                                 
99  Com Hem by securing an MVNO c ontract with one of the MNOs active in the market and Tele2 either 
through organic growth by taking advantage of the open fibre networks  that are prevalent in Sweden  
or, for example,  through the acquisition of a smaller fixed network operator  such as Bahnhof or 
Bredband2, or by reaching a wholesale access agreement with such operators . 
100  Between 2015 and 2017, the average mobile data consumption per subscription in Sweden has 
increased by approximately 120% from 1881 Mbyte/subscription to 4137 Mbyte/subscription (source: 
PTS, http://statistik.pts.se/svensk -telekommarknad/tabeller/mobila -samtals -och-datatjaenster/tabell -15-
mobila -datatjaenster/ ). Similarly, the average mobile data consumption in Sweden for all private Tele2 
customers has increased by […] % between January 2017 and August 2018 (see Reply to Question 4 of 
RFI 11).   
101  See Tele2 A nnex 5.4(i).5, p.128 and p.134 of the Form CO.  
102  See RFI 11. Tele2 A nnex 5.4(ii).54 and Tele2 A nnex 5.4(ii).42 . 
 
31 potentially  enter the multiple play markets based on wholesale fixed network 
access or partner with remaining fixed operators and could disrupt any possible 
coordination.  
4.4.3.3. Concl usion 
(150)  In light of the above, the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market as regards any 
of the potential retail market s for multiple play services in Sweden.  
4.5. Assessment of con glomerate effects  
(151)  Tele2's services in the market(s) for retail mobile telecommunications services 
and Com Hem's services in the markets for fixed telecommunications and TV 
services are complementary or at least closely related. Accordingly, the 
Commission  has examined whether the Transaction would give rise to 
conglomerate effects by foreclosing competitors in the retail market for mobile 
telecommunications services, the retail market for fixed telephony services, the 
retail market for internet access serv ices, the retail market for TV services and/or 
a potential market for multiple -play bundles . 
(152)  According to the Commission's Guidelines on the assessment of Non- horizontal 
Merger Guidelines,103 conglomerate effects require (a) the ability to foreclose, 
(b) the  incentives to foreclose and (c) the likelihood that a foreclosure strategy 
would have a significant detrimental effect on competition and harm consumers. 
In order to be taken into account, any conglomerate effect must be merger 
specific. In other words, t he conglomerate effect must result from Tele2's 
acquisition of Com Hem. 
4.5.1. Notifying Party's view  
(153)  The Notifying Party submits that the Transaction would not result in anti -
competitive foreclosure of standalone service providers. 
(154)  First, the Notifying Party poi nts to the Non- horizontal Merger Guidelines in 
which the Commission recognizes that conglomerate mergers do not normally 
lead to competition problems and can produce significant procompetitive benefits.  
(155)  Secondly, the development of FMC services in Sweden i s at a nascent stage. The 
number of fixed mobile bundles is still very limited and significant demand for 
standalone services will remain. With specific regard to fixed Internet and TV, 
standalone subscriptions constitute the majority of subscriptions (mor e than 50% 
for broadband and around 75%, for TV). Consequently, even if the Transaction 
would increase FMC uptake in Sweden, it would not result in anti -competitive 
foreclosure of standalone service providers.  
(156)  Furthermore, the Parties’ combined shares in m obile services and fixed 
broadband services range between approximately 15–30%, i.e. at levels that do 
not confer significant market power. Consequently, according to the Notifying 
Party the combined entity will lack the market power to unduly leverage its  
                                                 
103  Non-horizontal Merger Guidelines, paragraph 91 onwards.  
 
32 position from mobile services into fixed services or from fixed broadband 
services into mobile services.  
(157)  With specific regard to TV services, where the combined entity will hold approx. 
[50-60]% of TV subscriptions , the Notifying Party submits that this h igh market 
share do es not result in market power in light of the recent developments and in 
particular the build -out of fibre:  
- The rapid build out of fibre allows a majority of customers to subscribe to 
Pay TV services through IPTV from Com Hem, Telia , Telenor and Viasat. 
Since the overbuild between the fibre network and coax network is already 
in excess of 80% and likely to be higher with respect to MDUs, the threat 
from IPTV is real. The number of Pay TV subscriptions via fibre -based 
IPTV has nearly doubled from 2014 to 2017 and in this segment Com Hem 
holds only a [10- 20]% share;  
- The build out of fibre is transforming the competitive dynamics by 
allowing a greater choice of service providers. This has in turn resulted in 
high competitive pressure e ven from smaller market participants in the Pay 
TV market. Hence, the combined entity will lack any market power to 
leverage its position in Pay TV services into other services by raising 
standalone TV prices. Moreover, increasing competition from OTT 
services further constrains the pricing of all Pay TV distributors as it allows 
customers to completely bypass traditional Pay TV distributors’ services, in 
particular for Premium TV.  
(158)  The Notifying Party further submits that the Swedish telecommunications mar ket 
is characterized by low switching costs for both fixed and mobile services . 
(159)  With regard to the mobile segment, the Notifying Party submits that Sweden 
boasts a larger share of corporate paid mobile subscriptions compared to other 
European countries (almost one in four in 2016).  Corporate c ustomers would in 
principle not be potential FMC customers and therefore mobile only providers 
will have continued opportunities to compete for customers even if FMC were to 
pick up in the Swedish market.  
(160)  With respe ct to the FMC -addressable mobile segment, i.e. post -paid subscriptions  
for private customers , this would account for approx. half of the Swedish market 
and consequently there would be ample room for a mobile only player. 
Furthermore, also in this segment c ustomers are currently purchasing mobile 
separate from fixed and many customers are expected to continuously prefer 
standalone services.  
(161)  The Notifying Party concludes that the Transaction is likely to increase rollout of 
FMC services in Sweden, and that t his will benefit consumers. However, there is 
nothing to suggest that standalone suppliers of fixed and mobile services would 
risk being marginalised following the Transaction.  
4.5.2. Commission's assessment  
(162)  The Commission has assessed the likely impact of the Tr ansaction on the merged 
entity's ability and incentive to engage in practices related to multiple play 
bundles which would likely result in anticompetitive foreclosure of competitors in 
 
33 the retail market for mobile telecommunications services, in the retail market for 
fixed telephony services, in the retail market for internet access services, in the 
retail market for TV services and/or in a potential market for multiple -play 
bundles with mobile and fixed components. 
(163)  Some  respondents to the market investiga tion have expressed concerns with 
respect to the possibility for the merged entity to foreclose standalone  operators 
by offering multiple play bundles. According to these respondents, t he 
combination of Tele2 and Com  Hem would allow the merged entity to of fer FMC  
services  on terms which others would find challenging to match. One respondent   
consider s that the merged entity would be able to enter into exclusivity 
arrangement s with TV channel/content providers, which would seriously weaken 
the competitors ' ability to compete in Sweden . 
(164)  Another company  submitted that the Transaction will give Tele2 access to an 
extensive fixed infrastructure network in Sweden covering more than 50% of the 
Swedish households via Com Hem’s cable/fibre footprint and its DTT platf orm 
Boxer.104 Tele2’s stated rationale for the merger would be to create a leading 
integrated operator in Sweden by leveraging Com Hem’s strong presence in 
residential fixed -line and cross -selling services to the respective customer bases. 
The merged entity will have the ability and the incentive (i) to offer fixed -mobile 
bundles in which the mobile component is discounted and subsidised by the fixed 
component, thus inciting customers to migrate to converged fixed/mobile 
offerings, and (ii), even where there is no formal bundling, to cross -sell its mobile 
offerings to Com Hem’s fixed line customers.  The merged entity's strategy could 
be particularly successful for MDU customers, because they would be locked- in 
by virtue of long term contracts.  
(165)  The Commission has assessed whether the merged entity w ould have the ability  
and incentive  to use its market power in one market to foreclose competitors in 
another market by bundling products after the Transaction. 
4.5.3. Ability to foreclose  
(166)  In order to have  the ability  to foreclose rivals, the merged  entity must have a 
significant degree of market power in at least one of the markets  concerned. That 
is, at least one of the P arties' products must be viewed by many customers as 
particularly important and there mu st be few relevant alternatives for that 
product .105 
(167)  With respect to the market for retail mobile telecommunications services in 
Sweden , the merged entity's market share will be below 30% . Moreover, there are 
at least two significant competitors with a compa rable market position ( Telia and 
Telenor ) and a third MNO with a 15% market share . The Commission is therefore 
of the view that based on its position in the market for retail mobile 
telecommunications services in Sweden , it is unlikely that after the Trans action 
the merged entity will have the ability to leverage its position in the market for 
retail mobile telecommunications services  into the retail market for fixed 
telephony services, the retail market for internet access services, the retail market 
                                                 
104  Submission of 30. 7.2018, ID313.  
105  Non-horizontal Merger Guidelines, paragraph 99.  
 
34 for T V and/or in a potential market for multiple -play bundles with mobile and 
fixed components. 
(168)  Similarly, the merged entity's estimated market shares will not exceed 30% 
neither in t he retail market for fixed telephony services  nor in the retail market for 
internet access services . 
(169)  The only potential market where  Com Hem has a sizable market share is the 
market for retail supply of TV services , where it had a market share of [50-60]% 
in terms of subscriptions  in 2017.106 However, in terms of revenues Com Hem's  
market share is more limited, at [30- 40]% in 2016.107 
(170)  In this regards, first it appears that customers in Sweden  have relevant alternatives 
in the TV market: Telia and Telenor have both a market share in TV subscriptions 
higher than 15%. MTG/Viasat has to be considered as well , taking into account 
(i) its market share of [ 5-10]% in subscriptions and [10- 20]% in revenues , and 
(ii) the fact that it is an integrated TV player active both as TV ( satellite ) retail 
distributor and as TV channels provider . 
(171)  Moreover, Com Hem's market share is declining (it was [50- 60]% in 2015 and 
[50-60]% in 2016). This is partially  due to the fact that Com Hem distributes its 
TV services mainly t hrough Digital Terrestrial Televisio n – DTT, that is 
declining, and through its coax network, that is submitted to the increasing 
competitive pressure of IPTV via fibre, where Com Hem's presence is more 
limited , with a [10- 20]% market share (Telia is by far the leader with [50 -60]% 
and Telenor has [10- 20]%). In this last respect, in 2017, about  70% of Swedish 
households had access to fibre (75% in urban areas).108 According to Com Hem's 
estimation, more than […] of its coax network is already overbuilt by fibre.109 
Total subscriptions for IPTV via fibre passed from 596 000 in 2014 (11.4% of the 
market) to more than one million in 2017 (19.5% of the market) . 
(172)  The situation does not change substantially focusing on the MDU segment. In this 
respect, Com Hem 's market share, although slightly higher, is declining (from 
[50 -  60]%  in 2014 to [50 - 60]%  in 2017, first half), confronted with the rise of 
IPTV via fibre : 377 000 total subscriptions in 2014 (13% of the total market) , 
520 000 in 2017 first half  (17.2% of the market ). Com Hem has a limited share in 
IPTV for MDU customers ([10 - 20]% ), Te lia again having a much higher share 
of [60 - 70]% . As for the alleged advantage enjoyed by Com Hem because of the 
long-term contract s concluded with MDU customers, actually about […] of Com 
Hem MDU subscribers are not bound by any binding period and may terminate 
their contracts with […]  notice. As for the remaining […] , […] . 110 
                                                 
106  The Notifying Party maintains that this share overestimates its position due to double counting, as it 
includes b oth analogue and digital subscriptions, whereas especially in MDU there can be overlaps. 
The adjusted market share would be 48.1% (Form CO, annex 7).  
107  Form CO, annex 7. Except where otherwise specified, the market data mentioned in t he following 
paragrap hs are from annex 7 of the Form CO . 
108  Data from PTS, mobiltäcknings - och bredbandskartläggning 2017, p. 27 and from the Final Report 
Broadband Coverage in Europe 2017 , a study prepared for the European Commission, available  
at:   https://ec.europa.eu/digital- single -market/en/news/study- broadband- coverage -europe -2017 . 
109  Tele2 submission of 12 September 2018, page 5.  
110  Tele2 submis sion of 12 September 2018, page 5.  
 
35 (173)  Furthermore, the Commission notes that the Swedish FMC market is still at an 
early stage and most subscriptions in all services are still sold standalone: notably 
in 2017, accordin g to PTS data, only 25% of TV subscriptions were sold bundled 
with one or more other telecommunications services. Only (i) 2% of mobile 
subscriptions , (ii) 8% of broadband subscriptions and (iii) 27% of fixed  telephony  
subscriptions were sold  in a bundle including TV services.111 Although, as 
pointed out by some respondents to the market investigation112, the Transaction 
may somewhat speed up the uptake of fixed- mobile bundles  and notably of 
bundles including TV, it appears that providers of standalone services (or of 
bundled services excluding TV) would still have a sizeable share of the market at 
their disposal . It is in particular worth noting that currently the number of mobile 
subscriptions sold in bundle with TV services  is marginal113.  
(174)  As mentioned above , mobile services are mainly sold stand -alone in Sweden. 
Even if the merged entity were to start offering fixed -mobile bundles  at 
discounted prices compared to the price of the standalone components, t he 
possible increase in fixed -mobile bundles  in the next years  does not seem to allow 
a radical and rapid change of this situation  to such an extent as to marginalise 
providers of standalone services (or of bundled services excluding TV)  reducing 
their ability and incentive to compete . Moreover,  this is all the more true when 
considering the limited interaction between mobile services and TV services. In 
this respect o ne participant to the market investigation pointed to the upcoming 
developments of the mobile communication services  and the increasing  
possibility to us e mobile  handsets  for digital connectivity as well as for voice and 
messaging .114 Moreover, bundles including TV services are less relevant for 
business consumers, who represent a considerable portion of the mobile market in 
Sweden. In light of that, also in a scenario of increasing relevance of FMC  offers 
in Sweden, it is unlikely that mobile -only operators would be marginal ised. 
(175)  Finally, with respect to the alleged ability of the merged entity  to enter into 
exclusivity arrangemen ts with TV channel/content providers, which would 
weaken the competitors' ability to compete in Sweden, at present Tele2 is not 
active in the TV sector and as a consequence the Transaction would not directly 
increase the presence of the merged entity in th e markets  for the acquisition of TV 
content and/or for the acquisition of TV channels . Moreover, considering the 
limited interaction between mobile telecommunications and TV services in 
Sweden, it is unlikely that any possible development of FMC offers would 
substantially increase the market power of the merged entity as to obtain 
exclusive arrangements with the most important TV rights holders/channel 
providers.  
                                                 
111  PTS statistics portal, comparison of multiple play subscriptions (Table 30) with subscriptions for fixed 
call services (table 6), subscriptions for mobile services (Table 11), subscriptions for fixed broadband 
(Table 2 3), subscriptions for TV services (Table 28) : http://statistik.pts.se/en/the -swedish -
telecommunications -market/tables/ .  
112  See replies to Q1 –  mobile operators of 4 September 2018, questions 35 and 35.1.  
113  Most respondents to the market investigation have confirmed that in order to compete effectively on 
the Swedish market for retail supply of mobile telecommunications services it is not indispensable to 
offer any ad ditional services (with only two respondents arguing that  this could change in the next 
2-3 years ) (See replies to Q1 –  mobile operators of 4 September 2018, questions 35 and 35.1).  
114  Replies to Q1 –  mobile operators of 4 September 2018, question 35.1.  
 
36 (176)  Based on  the above, considering the competitive scenario and the current 
development of the FM C in Sweden, the Commission considers that customers in 
Sweden will have relevant alternatives in the TV market and multiple play 
products including TV services could be easily substituted by the stand -alone  
components. Therefore, the merged entity will not have the ability  to foreclose 
competitors in the adjacent markets.  
4.5.4. Incentive to foreclose  
(177)  The Commission has also assessed whether the merged entity will have an 
incentive  to engage in bundling of retail su pply of mobile telecommunications 
services and  fixed telecommunications, fixed Internet access and TV services , to 
foreclose rivals from effectively competing for customers who purchase both 
fixed and mobile services. 
(178)  After the Transaction, the merged enti ty might consider  introduc ing a price -
discrimination strategy consisting of somewhat increasing the price of the 
standalone fixed products and/or to lower the price of fixed- mobile bundles.115 As 
a result of such a  price discrimination strategy, customers wh o buy fixed and 
mobile products separately could incur an increase in their total cost of ownership 
while customers who opt into the bundle could be better -off. 
(179)  As regards the potential increase in the price of standalone fixed products, the 
Commission considers that the incentive to do so for the merged entity would be 
mitigated by the existence of alternative fixed offers by Telia, Telenor and other 
relevant fixed operators (see table 4 at paragraph (119) ). Moreover, it is doubtful 
that this strategy could be viable, considering that most subscriptions in all 
services , including fixed ones, are still sold standalone . 
(180)  As regards the sale of bundles at a discount, the Commission considers this to be 
in the interest of consumers and unlikely to lead to the marginalisation of mobile -
only players who will continue to compete to sell mobile services to customers 
who purchase both fixed and mobile services  (as well as to customers who 
purchase exclusively mobile services).  In this respect,  the vast majority of  
consumers in Sweden  still subscribe s separately to fixed and mobile products.116 
The incentives are further mitigated by the fact that the merged entit y will have a 
fixed cable infrastructure that covers only about 60 % of the Swedish  households 
and hence cannot rely on this infrastructure to offer fixed and mobile bundles in 
all parts of Sweden .   
4.5.5. Effects on competition  
(181)  The Commission has also assessed t he effects of a possible foreclosure strategy 
on competition,  and thus on consumers . 
(182)  As for the possible impact on mobile -only operators, it has already been 
mentioned that only relatively few customers currently use fixed -mobile bundles . 
                                                 
115  Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , 
recital  625.  
116  In light of this  the Commission also considers that the merged entity will have no incentive to engage 
in pure bundling, that is, to exclusively offer fixed -mobile bundles.  
 
37 In particular, in  2017 fixed/mobile subscriptions represent ed less than 4% of the 
total mobile subscriptions.117 This implies that a significant demand for mobile -
only products will remain on the market , also in case of a discount strategy by the 
merged entity and an increas ing development of FMC offers, in light of the 
elements mentioned above, at paragraphs (173)  and (180) .  
(183)  The Transaction might accelerate the trend towards fixed -mobile convergence  in 
Sweden . By  combining a strong fixed offer with a strong mobile offer, the 
Transaction could somewhat speed up the uptake of FMC offers . However, the 
Commission considers that even where customers would be converted more 
rapidly into fixed- mobile bundles, this does not in itself undermine the ability of 
mobile -only competitors to effectively compete for customers.  Finally, it is also 
worth noting that, as discussed in paragraph (149)  above, mobile -only operators 
could potentially enter the multiple play markets based on wholesale fixed 
network acces s or partner with remaining fixed operators .  
(184)  In addition, the Commission considers that the Transaction generates a third , fully 
integrated player owning both a fixed and a mobile network. According to the 
Parties' internal documents, a major  rationale of  the Transaction would be to 
increase the Parties' ability to market fixed -mobile bundles by combining Tele2 's 
mobile assets with Com Hem 's fixed assets. As a result, the Commission 
considers that the Transaction has the potential to stimulate the Notifyin g Parties' 
ability to compete in fixed -mobile bundles with Telia and Telenor . 
4.5.6. Conclusion on conglomerate effects  
(185)  Based on the above considerations, the Commission is of the view that the 
Transaction does not give rise to serious doubts as to its compatibil ity with the 
internal market in relation to anti- competitive conglomerate effects.  
5. CONCLUSION  
(186)  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 D ecision 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  
Member of the Commission 
                                                 
117  PTS statistics portal, comparison of multiple play subscriptions (Table 30) with subscriptions f or 
mobile services (Table 11): http://statistik.pts.se/en/the -swedish -telecommunications -market/tables/ .