Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229 -64301. E -mail: COMP -MERG ER-REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 17.06.2020  
C(2020)  4142 final  
PUBLIC VERSION 
 
To the notifying party 
Subject : Case M. 9839 – V GRD /Auto Wichert Assets  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/2 0041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 11 May 2020, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Volkswagen 
Group Retail Deutschland GmbH (“VGRD”, Germany), a wholly -owned subsidiary 
of Volkswagen AG (“VW AG”, Germany) belonging to the Volkswagen Group 
(“VW Group ”), acquires sole control over certain asset s of Auto Wichert GmbH (the 
“Target ”, Germany) , presently owned by Auto Wichert GmbH (“Wichert”, 
Germany)  (the “Transaction ”).3 VGRD is referred to  as the “ Notifying P arty”. 
VGRD and the Target are collectively referred to as the Parties.  
                                                 
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  Publication in the Official Journ al of the European Union No C 171, 19.5.2020, p. 11.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 
concerning non -disclosure of business 
secrets and other  confidential 
information. The omissions are shown 
thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  AND THE OPERATION  
(2) VGRD operates a retail  network of  car dealerships in Germany. VW Group is active 
worldwide in the development, manufacture, marketing and sale of passenger cars  
(“PCs”) , light commercial vehicles  (“LCV s”), trucks, buses, coaches, chassis for 
buses and diesel engines, and motor bikes, each including spare parts and 
accessories. VW Group also engages in vehicle distribution.4  
(3) Wichert  is an exclusive  VW Group dealer active in the retail distribution of new and 
used PCs, LCVs  and related spare parts of the VW Group Brands, including related 
repair activities, in the metropolitan area of Hamburg.  VW Group intends to acquire 
certain assets of Wichert (the Target). The Target  comprises vehicles, employees 
and other fixed and current assets at the following four sites, as well as customer 
relatio nships:  
• Bornkampsweg: Bornkampsweg 2, 4 -6 and 54 / 56, Hamburg, Germany;  
• Stockflethweg/Langenhorner Chaussee: Langenhorner Chaussee 666 and 
Stockflethweg 30, Hamburg, Germany;  
• Wendenstraße/Ausschläger Weg: Wendenstraße 150- 160, 156, 162 and 200 
and Ausschläger Weg 74, Hamburg, Germany;  
• Segeberger Chaussee: Segeberger Chaussee 179 and 181 -187, Hamburg, 
Germany.  
(4) Wichert is in financial distress, [ VW Group intends to acquire the Target ]. 
(5) The Transaction is an acquisition of indirect sole control by VGRD (via Raffay 
Versicherungsdienst GmbH)5 over the Target through a transfer of assets. On 29 
April 2020, Raffay submitted its binding offer (including the terms of the asset 
purchase agreement (“APA”)) to Wichert who accepted the terms of the APA by 
countersigning the offer letter submitted by Raffay on 4 May 2020. Post -
Transaction , VGRD shall take responsibility for operating the Target Business. The 
Operation therefore constitutes a concentration pursuant to Article 3(1)(b) of the 
Merger Regulation.  
2. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million (VW AG: EUR […]  million and the Target: EUR […] 
million) . Each of them has an EU-wide turnover in excess of EUR 250 million (VW 
AG: EUR […]  million and the Target: EUR […] million) , 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.  
                                                 
4  VW Group includes the vehicles brands Volkswagen Passenger Cars, Volkswagen Commercial Vehicles, 
Porsche, Audi, Škoda, SEAT, Bentley, Bugatti, Lamborghini, MAN, Scania and Ducati (the “ VW Group 
Brands ”). 
5  Raffay will be renamed into Volkswagen Group Re tail Hamburg GmbH . 
 
 
3 3. MARKET DEFINITION  
(7) The Parties ’ activities  overlap horizontally and are vertically linked on a number of 
markets in the wholesale and retail distribution of new and used PC s and LCVs, in 
the manufacture and distribution of the related original equipment (“OE”) spare 
parts, and related services in G ermany .   
(8) The following horizontal overlaps do not give rise to affected plausible markets: 
(i) retail distribution of new PCs and LCVs in the metropolitan area of Hamburg, 
Germany or at EEA -wide level; (ii) retail distribution of used PCs and LCVs in the  
metropolitan area of Hamburg, Germany or at EEA -wide level; (iii) retail 
distribution of VW -branded OE spare parts for PCs and LCVs  in Germany or at 
EEA -wide level; (iv) retail distribution of non -OE spare parts in the metropolitan 
area of Hamburg, German y or at EEA -wide level; (v) car repair and maintenance of 
automotive vehicles separately for light repair and complex repair in Germany; and 
(vi) short -term car renting in Germany.  
(9) The following vertical links do not give rise to affected plausible markets : 
(i) w holesale and retail  distribution of new PCs  and LCVs  at EEA -wide level; 
(ii) wholesale and retail  distribution of used PCs  and LCVs  in the metropolitan area 
of Hamburg, Germany or at EEA -wide level; (iii) w holesale and retail  distribution of 
non-OE spare parts  in the metropolitan area of Hamburg, Germany or at EEA -wide 
level.  
(10) The Transaction, however, gives rise to the following horizontally and vertically 
affected markets:  
a) Horizontal ly affected market:  retail distribution of VW -branded OE spare 
parts in the metropolitan area of Hamburg.  
b) Vertically affected markets : (i) who lesale distribution of new PCs (upstream) 
in Germany and retail distribution of new PCs in Germany or in the 
metropolitan area of Hamburg (downstream) and (ii) wholesale distributio n 
of VW -branded  OE spare parts in Germany (upstream) and retail distribution 
of VW -brand ed OE spare parts in Germany or in the metropolitan area of 
Hamburg (downstream).  
3.1. Wholesale distribution of new PCs  and LCVs  
3.1.1. Product market definition 
(11) In previous decisions, t he Commission has distinguished between the wholesale and 
retail distribution of vehicles.6 The Commission has concluded that the wholesale 
distribution of PCs  and the wholesale distribution of LCVs are separate markets  and 
that it was not nec essary to conduct a further segmentation by car type (e.g., mini 
                                                 
6  Commission decision of 5 July 2017, COMP/M.8449 – Peugeot / Opel ; Commission decision of 
23 July 2008, COMP/M.5250 – Porsche / Volkswagen.  
 
 
4 cars, small or medium cars, etc.), as manufacturers usually distribute different car 
types covering different market segments under the same distribution channel.7 
(12) The Notifying Party does not contest the above market definition. 
(13) The Commission considers that there is no reason to deviate from previous product 
market definition s. Therefore, for the purposes of this Decision, the Commission 
considers the relevant product markets to be that of t he wholesale distribution of PCs 
on the one hand and the wholesale distribution of LCVs on the other hand.   
3.1.2. Geographic market definition  
(14) In the relatively recent Peugeot/Opel  decision, the Commission has left open 
whether the geographic market for the wholesale distribution of new PCs  and LCVs 
is to be considered EEA -wide  or national in scope.8 
(15) The Notifying Party submits that the relevant wholesale market is  at least national in 
scope, as wholesalers (importers) of new PCs  and LCVs are generally active at 
national level, and in many cases also across several Member States . 
(16) The Commission considers that, the scope of the geographic market can be left open, 
as the Transaction does not raise serious doubts whether the geographi c market is 
considered EEA -wide  or national  in scope . 
3.2. Retail distribution of new PCs  and LCVs  
3.2.1. Product market definition  
(17) In previous decisions, t he Commission has distinguished between the retail 
distribution of PCs and LCVs . The Commission has also found that further sub-
segmentation is  not appropriate .9 
(18) The Notifying Party does not contest the above market definition.  
(19) The Commission considers that there is no reason to deviate from previous product 
market definitions. Therefore, for the purposes of this Decision, the Commission 
considers the relevant product markets to be that of the retail distribution of PCs on 
the one hand and the retail distribution of LCVs on the other hand.  
3.2.2. Geographic market definition  
(20) In previous decisions, t he Commission has left open whether the geographic market 
for the retail  distribution of new PCs  and LCVs is to be considered EEA -wide, 
national or sub- national in scope .10 
                                                 
7  Commission decision  of 5 July 2017, COMP/M.8449 – Peugeot / Opel ; Commission decision of  
19 December 2011,  COMP/M.6403 Volkswa gen / KPI  Polska  / Skoda Auto Polska / VW Bank Polska  / 
VW Leasing Polska ; Commission decision of 21 January 1992, COMP/M.182 –  Inchcape  / Iep. 
8  Commission decision of 5 July 2017, COMP/M.8449 – Peugeot / Opel . 
9  Commission decision  of 5 July 2017, COMP/M.8449 – Peugeot / Opel ; Commission decision of 
16 October 2015, COMP/M.7747 -  PGA / MSA ; Commission decision  of 22 July 2002, COMP/M.2832 – 
General Motors  / Daewoo Motors .  
 
 
5 (21) The Notifying Party notes that the German Federal Cartel Office did not yet 
conclude on the exact geographic scope of retail distribution markets for (new or 
used) PCs and LCVs.11 Nonetheless, the Notifying Party considers the relevant retail  
market to be national in scope as  customers increasingly use the internet to compare 
prices across the country (in parti cular with respect to used cars) and are willing to 
travel lo nger distances to buy a vehicle, exemplified by increasing interest in factory 
pick-up. I n any event, the Notifying Party considers that the exact definition of the 
geographic scope of the market  can be left open.  
(22) The Commission considers that, in any case , the scope of the geographic market can 
be left open , as the Transaction does not raise serious doubts whether the  geographic 
market is considered EEA -wide, national or sub- national  (i.e. in this case the 
metropolitan area of Hamburg)  in scope . 
3.3. Wholesale distribution of OE spare parts  for PCs and LCVs  
3.3.1. Product market definition 
(23) In previous decisions, t he Commission has found that there are separate markets for 
the wholesale  distribution of OE spare parts and non- OE spare parts and that the 
wholesale distribution of OE  spare parts is brand -specific.12 The Commission further 
considered a segmentation of the market between categories of vehicles, i.e. light 
vehicles  (PCs and LCV s) and heavy vehicles13, but without any sub -segmentation by 
product.14 
(24) The Notifying Party does not contest the above market definition. 
(25) The Commission considers that there is no reason to deviate from previous product 
market definition s. Therefore, for the purposes of this Decision, the Commission 
considers the relevant product mar kets to be that of wholesale distribution of brand-
specific OE spare parts  for PCs and LCVs  on the one hand and the wholesale  
distribution of non- OE spare parts for PCs  and LCVs  on the other hand.  
                                                                                                                                                      
10  Commission decision of 16 Oct ober 2015, COMP/M.7747 -  PGA / MSA . 
11  The only relevant decision concerning distribution of PCs and LCVs the Notifying Party is aware of is 
BKartA, 26.10.2012, Az. B9 -32/12 – General Motors/PGA , where the Federal Cartel Office may have 
leaned towards nati onal markets but ultimately left the exact geographic market definition open.   
12   Commission decision of 10 September 2018, COMP/9070 – Eurocar/Vicentini ; Commission decision of 
12 May 2011, COMP/M.6063 – Itochu/Speedy . 
13  Commission decision of 10 September 2018,  COMP/9070 – Eurocar/Vicentini ; Commission decision of  
26 November 2014; COMP/M.7401 – Blackstone/Alliance BV/Alliance Automotive Group.  
14  Commission decision of 10 September 2018, COMP/9070 – Eurocar/Vicentini ; Commission decision of  
28 O ctober 2016, COMP/M.8198 – Alliance Automotive Group/FPS Distribution ; Commission  decision of  
26 November 2014,  COMP/M.7401 – Blackstone/Alliance BV/Alliance Automotive Group ; Commission  
decision of  30 September 2011, COMP/M.6319  – Triton/Europart . 
 
 
6 3.3.2. Geographic market definition  
(26) In previous decisions, t he Commission has found  that the wholesale distribution of 
OE spare parts  could be either EEA -wide  or national, but  ultimately left open the 
exact scope of the geographic market definition.15  
(27) The Notifying party does not contest this market definition. 
(28) The Commission considers that, in any case , the scope of the geographic market can 
be left open, as the Transaction does not raise serious doubts whether the geographic 
market is  considered EEA -wide or national. 
3.4. Retail distribution of OE spare parts  for PCs and LCVs  
3.4.1. Product market definition 
(29) In previous decisions, t he Commission has distinguished between the distribution of 
OE spare parts and non- OE spare parts for PCs  and LCVs  and considered that the 
retail distribution of OE  spare parts is brand- specific.16 
(30) The Notifying Party does not contest the above market definition.  
(31) The Commission considers that there is no reason to deviate from previous product 
market definition s. Therefo re, for the purposes of this Decision, the Commission 
considers the relevant product markets to be that of the retail distribution of brand -
specific OE spare parts  for PCs and LCVs  on the one hand and the retail distribution 
of non- OE spare parts for PCs  and LCVs  on the other hand.  
3.4.2. Geographic market definition  
(32) In previous decisions, t he Commission has considered that the retail distribution of 
OE spare parts could be either national or sub- national, but ultimately left open the 
exact definition.17 
(33) The Notifying Party claims that the exact definition of the geographic scope of the 
market can be left open, although it  considers the relevant market to be national in 
scope  because customers can increasingly search for OE spare parts online across 
Germany and have them installed by independent repair shops. When zooming into 
the local level, the Notifying Party considers the metropolitan area of Hamburg to be 
the narrowest plausible geographic scope of the market for the purpose of this case. 
Customers  that s ource OE spare parts together with car repair and maintenance 
services are typically willing to drive a certain distance (50 -100 km) in order to get 
these services at a lower price.   
(34) The Commission considers that, in any case , the scope of the geographic market can 
be left open, as the Transaction does not raise serious doubts whether the geographic 
                                                 
15  Commission decision of 10 September 2018, COMP/9070 –  Eurocar/Vicentini; Commission  decision of  
26 November 2014, COMP/ M.7401 – Blackstone/Alliance BV/Alliance Automotive Group . 
16   Commission decision of 10 September 2018, COMP/M.9070 – Eurocar/Vicentini . 
17  Commission decision of 10 September 2018, COMP/M.9070 – Eurocar/Vicentini ; Commission decision of 
13 November 2012, COMP/M.6718 – Toyota Tsusho Corporation/CFAO . 
 
 
7 market is considered national or sub- national  (i.e. in this case the metropolitan area 
of Hamburg)  in scope . 
4. COMPETITIVE ASSESSMEN T  
4.1. Horizontal non -coordinate d effects  
4.1.1. Introduction 
(35) As explained in paragraph (10)  the Transaction leads to one horizontally affected 
market  in relation to the retail distribution of VW -branded OE spare parts in the 
metropolitan area of Hamburg.  Prior to the Transaction, the  Target was an exclusive 
distributor of VW -branded OE spare parts.  
4.1.2. Retail distribution of VW -branded OE spare parts  
(36) The Parties  estimate their  combined market share to be [60- 70]% post -Transaction  in 
the metropolitan area of Hamburg, giving rise to a hor izontally affected market. The 
increment brought by the Transaction  is of [20- 30]%. At national and EEA -level, the 
merged entity’s combined market share is below 20%. 
Table 1: Retail distribution of VW -branded OE spare parts (2019)  
 
(37) The Notifying Party claims that, despite an appreciable combined share post -
Transaction  at local level, the Transaction does not give rise to competition 
concerns, even if a very narrow local market was assumed because:  
(a) The Parties’ combined shares in such hypotheti cal local market are inherently 
overstated , as they do not take into account  “cross -supplies” within the VW 
service partners ’ network a nd to independent car repairers. B randed products 
of other manufacturers and/or non- branded products , which may well be used 
for VW branded vehicles and represent an a lternative source for customers 
are not either taken into consideration on the total market size , which  is 
confined to sales of VW-branded OE spare parts alone.  
(b) Due to the very fragmented structure of the automotive aftermarket, there are 
plenty of viable competitors active in the metropolitan area of Hamburg 
which supply VW -branded OE spare parts, including  other authorised VW 
                                                 
18  Source: “best estimate” of the Parties, as described in paragraph 161 of the Form CO . 2019  VW Group 
in value 
[mio. EUR]  Target 
[mio. 
EUR]  Overall 
market  
value  
[mio. 
EUR]18 VW Group 
market share 
[value]  Target 
market 
share 
[value]  Parties’ 
combined 
market share  
[value]  
Hamburg  […] […] […] [30-40]% [20-30]% [60-70]% 
Germany  […] […] […] [5-10]% [0-5]% [5-10]% 
 
 
8 service partners and independent car repairers. Given the trade of spare parts 
across Germany (and also other countries), as provided for by the Motor 
Vehicle BER, third -party service providers would be well -equipped to 
conduct additional sales.  Customers are also able to source VW -branded OE 
spare parts from other regions and s ources in Germany (including through 
online sales channels), and have these installed by repair shops of their 
choice, which underlines the existence of a broader than local market.   
(c) [Business secret regarding VW Group’s distribution strategy ]. It is 
implausible that VW Group would alter its distribution and marketing 
strategy with a view to one single local market in Germany.  
(38) The Commission takes the view that, i n spite of the high market share at local level 
in the metropolitan area of Hamburg, the T ransaction  will not lead to any 
competition concerns.  
(39) First, the Target is already an exclusiv e dealer of VW and, because the market for 
the distribution of OE -spare parts is brand -specific (i.e. in this case VW -branded OE 
spare parts) , the T ransaction is  unlikely to bring a substantial  change in the 
competitive landscape with regard to the distribution of VW -branded OE spare parts. 
(40) Second, a fter the T ransaction, the merged entity will compete with other VW -
authorised dealers and with independent car re pairers  within the metropolitan area of 
Hamburg and within Germany . A ‘local’ price increase does not make sense since, 
should the price of VW -branded spare parts increase in Hamburg , customers of VW -
spare parts, including independent car dealers and repai rers, would  be free to source 
VW-branded OE spare parts from other dealers/retailers of the VW network within 
Germany  and the EEA . These “cross -supplies” are explicitly allowed under 
Commission’s Regulation (EU) No 461/2010 (Ver tical Block Exemption Regula tion 
in the Motor Vehicle Sector – “ Motor Vehicle BER ”).  
(41) The market investigation also supported this conclusion. Respondents indicated that 
they are not prevented from obtaining VW -branded OE spare parts from other 
dealers in Germany and that they can source VW -OE spare parts from suppliers 
located all over Germany . The respondents did not expect any difficulties in 
obtaining VW -branded OE spare parts following the Transaction.19  
4.1.3. Conclusion on horizontal non- coordinated effects  
(42) The Commission considers that the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market in relation to the market for the retail  
distribution of VW -OE spare parts  in the metropolitan area of Hamburg , given the 
fact that customers may sou rce VW -OE spare parts across Germany (where the 
market share of the merged entity is below 10%) and the fact that the Target was 
(already prior to the Transaction) an exclusive distributor of VW OE -spare parts . 
                                                 
19  Replies to E -mails of 12 May 2020 and of 14 May 2020.  
 
 
9 4.2. Non-horizontally affected markets  
4.2.1. Introduction 
(43) The Transaction gives rise to vertically affected relationships as follows:  
(i) between the wholesale distribution of new PCs  in Germany (upstream) and retail 
distribution of new PCs in Germany or in the metropolitan area of Hamburg 
(downstream) ; and 
(ii)  betw een the wholesale distribution of VW -branded OE spare parts in Germany 
(upstream) and retail distribution of VW -branded OE spare parts in Germany or 
in the metropolitan area of Hamburg (downstream).  
4.2.2. Wholesale distribution of new PCs  (upstream) and retail distribution of new PCs  
(downstream)  
(44) In the upstream market for the wholesale distribution of new PCs, VW Group has a 
market share of [30- 40]% in Germany, giving rise to a vertically affected market.20 
In the downstream market for the retail distribution o f new PCs, the merged entity 
will have a combined market share below 10% in any plausible geographic market, 
i.e. be it EEA -wide21, national  or sub- national .  
Table  2: Wholesale distribution of new PCs  (2019)  
 
Table 3: Retail distribution of new PCs  (2019)  
 
                                                 
20  On a EEA- wide market level, VW Group’s market share in the wholesale distribution of new PCs  is 
[10-20]% (Form CO, footnote 75).  
21  In the EEA, the Parties’ combined market share in the retail distribu tion of new PCs will be of [0 -5]% 
(Form CO, footnote 43).  
22  The figures provided refer to the total number of registrations of vehicles of the VW Group Brands, 
deducting the sales made through VW Group’s own retail channels.  
23  Source: Kraftfahrtbundesamt, data based on the total number of newly registered PCs and LCVs in 
Germany in 2019. This is the same total market volume used as for the calculation of the retail distribution 
market shares.  2019  VW group  
[units]22 Overall market in 
volume23 [units]  VW group  
market share [volume]  
Germany  […] 3,607,258  [30-40]% 
2019  Target in 
volume  
[units]  VW 
Group in 
volume 
[units]  Overall 
market in 
volume 
[units]  Target 
market share  
[volume]  VW Group 
market  
share  
[volume]  Parties 
combined 
market share  
[volume]  
Hamburg  […] […] 157,757  [0-5]% [5-10]% [5-10]% 
Germany  […] […] 3,607,258  [0-5]% [0-5]% [0-5]% 
 
 
10 (45) VW Group’s market share in the wholesale distribution of new PCs is [30-40]% in 
Germany ( [30-40]%). Downstream, the combined market share of the Parties is 
below 10% in any plausible geographic market. In view of the low market shares 
downstream and the fact that the Target is already an exclusive distributor of VW, an 
input or customer foreclo sure s trategy seems implausible .  
(46) The Commission therefore considers that the Transaction is unlikely to reduce 
competition in the market for the  retail distribution of new PCs in Germany or  in the 
metropolitan area of Hamburg.  
4.2.3. Wholesale and retail distribution of VW -branded OE spare parts for PCs and LCVs  
(47) In the upstream market for the wholesale distribution of VW -branded OE spare parts 
for PCs and LCVs, VW Group has a monopoly at national level in Germany, giving 
rise to a vert ically affected market. In the downstream market for the retail 
distribution of VW -branded OE spare parts for PCs and LCVs, the merged entity 
will have a combined market share below 20% both at EEA and national level, and 
of [60- 70]% in the metropolitan area of Hamburg.  
Table […]* : Retail distribution of VW -branded OE spare parts (2019)  
 
4.2.3.1. Customer foreclosure  
(48) Prior to the Transaction, the Target was  already  an exclusive distributor of the VW 
Group brands . The Target sources  its VW -branded OE spare parts directly from VW 
Group, while it does  not sell any other brands (i.e., the Target is not a customer of 
other suppliers with respect to OE spare parts). As the Transaction will not lead to 
change in that regard, t here is no sc ope for customer foreclosure.  
(49) In light of the structure of the market, the only conceivable theory of harm is that the 
merged entity will be in a position to foreclose access to inputs (VW -OE spare parts) 
to other dealers operating at the retail level, namely VW service partners and 
independent repairers.  
4.2.3.2. Input foreclosure  
(50) In light of the structure of the market, the  Commission has assessed whether  VW 
could foreclose other dealers operating at the retail level, namely VW service 
                                                 
* Should read: “4”  
24  Source: “Best estimate ” of the Parties, as described in paragraph 161 of the Form CO .  2019  VW Group 
in value 
[mio. EUR]  Target 
[mio. 
EUR]  Overall 
market  
value  
[mio. 
EUR]24 VW Group 
market share 
[value]  Target 
market 
share 
[value]  Parties’ 
combined 
market sh are 
[value]  
Hamburg  […] […] […] [30-40]% [20-30]% [60-70]% 
Germany  […] […] […] [5-10]% [0-5]% [5-10]% 
 
 
11 partners and independent  repairers, which both currently source VW -branded OE 
spare parts from the Parties for their own services in the aftermarket.  
Ability and i ncentive to foreclose  
(51) As VW Group enjoys a monopoly upstream, it clearly has the ability to stop or 
reduce its suppl y of VW -branded OE spare parts to downstream competitors in the 
metropolitan area of Hamburg . 
(52) However, t he Notifying Party claims that the merged entity will lack the incentive to 
foreclose its downstream competitors because:  
(a) [VW’s distribution system is s et up in such a way that customers have the 
possibility to source from different suppliers, also located in different 
geographic areas ]. This strategy will not change post -Transaction , be it in 
Germany or specifically in the area of Hamburg.  
(b) The Target’s business is limited exclusively to the metropolitan area of 
Hamburg and, given VW Group’s general approach to distribution (see (a)  
above), it would not  make commercial sense for the company to engage in 
any hypothetical foreclosure practices in Germany just because of the 
acquisition of one dealer in Hamburg.  
(c) It would not constitute a commercially viable or sensible strategy if the 
merged entity were to  put VW service partners or independent car repair 
shops at a disadvantage post -Transaction . [Customers have the possibility to 
source VW -branded OE spare parts from different suppliers ]. Moreover, 
service partners  and independent car repairers  in the metr opolitan area of 
Hamburg or anywhere else in Germany could still buy, inter alia , from any 
other VW service partner in other parts of Germany or the EEA .  
(53) The Commission considers that, g iven the nature of VW’s distribution strategy and 
given the fact that  the Target’s presence is limited to th e metropolitan area of 
Hamburg, VW is unlikely to have an ability or incentive to foreclose downstream 
competitors .  
(54) In light of the limited geographic presence of the T arget  in the downstream market, 
VW will have to rely on VW service partners and independent car repair shops in 
other regions in order to maintain its distribution in all of Germany. VW will 
therefore in any event have an incentive to directly supply VW -branded parts to its 
service partners in regions w here the Target is  not active . [VW’s distribution system 
is set up in such a way that customers have the possibility to source from different 
suppliers, also located in different geographic areas ].25 Hence, downstream 
competitors will continue to have acces s to spare parts from other service partners 
located in regions  where the merged entity will not be active  (notably, the remaining 
[90-100]% of the national market and [30- 40]% of the metropolitan area of 
Hamburg, as other service partners can also cross -sell). As explained in 
paragraph  (41)  this was confirmed by the Commission’s market in vestigation: 
                                                 
25  Form CO, paragraph 178. This is also compliant with the Commission Re gulation (EU) No 330/2010 of 
20 April 2010 on the application of Article 101(3) of the Treaty on the Functioning of the  European Union 
to categories of vertical agreements and concerted practices.  
 
 
12 respondents indicated that they  can source VW -OE spare parts from suppliers 
located all over Germany  and that they did not expect any difficulties in obtaining 
VW-branded OE spare parts following the Transaction.26 
(55) In this context, a foreclosur e strategy limited to the metropolitan area of Hamburg 
would be very likely to  fail: competitors of the merged entity in the metropolitan 
area of Hamburg  will retain the ability to source VW-branded OE spare parts from 
service partners located in other loc al areas, where  the merged entity will not be 
present. In more detail, downstream competitors will continue to have access to a 
significant number of other suppliers (notably, the remaining [90- 100]% of the 
national market and [30- 40]% of the metropolitan area of Hamburg, as other service 
partners can also cross -sell).  Hence, if the merged entity were to engage in input 
foreclosure, it would not be able to recoup the lost sales at downstream level, and 
therefore the merged entity will not have the incentive  to foreclose access to input.  
(56) As regards the r etail distribution of VW -branded OE spare parts on a plausible 
geograph ic market encompassing Germany, the Commission considers that the 
Transaction will not lead to a foreclosure risk either, given the limited activities of 
the Parties in  Germany (combined market share of the Parties  for the  retail 
distribution of VW -branded OE spare parts in Germany of [5 -10]%), and the fact 
that VW Group is already active pre -Transaction both at the wholesale and the retail 
level in Germany, as well as given the negligible increment resulting from the 
Transaction (Target’s market share in Germany is only [0 -5]%). 
(57) Thus , no competition concerns will arise in relation to the vertical link between the 
wholesale and the retail distribution of VW -branded OE spare parts for PCs and 
LCVs in the metropolitan area of Hamburg or in Germany .   
Overall likely impact on effective compet ition 
(58) In view of the Target’s  limited geographic scope of activities, the fact that VW will 
need to continue to supply it s OE spare parts across Germany, and that downstream 
competitors in the metropolitan area of Hamburg can source the VW spare parts 
from  across Germany (or even the EEA), post -Transaction, VW will not have the 
ability or incentive to foreclose downstream competitors, in the metropolitan area of 
Hamburg. The Commission therefore considers that the Transaction is unlikely to 
reduce competiti on in the market for the retail distribution of VW -branded OE  spare 
parts in Germany or in the metropolitan area of Hamburg .  
4.2.4. Conclusion on non- horizontally affected markets  
(59) The Commission considers that the Transaction does not raise serious doubts as to 
its compatibility with the internal market as a result of non -horizontal effects  either 
in the market for the distribution of new PCs or in the market for the distribution of 
VW-OE spare parts . In the market for the distribution of new PCs, this is mainly due 
to the limited market share of the merged entity downstream at retail level ( [0-5]% in 
Germany and [5-10]% in the metropolitan area of Hamburg). In the market for the 
distribution of VW -OE spare parts, this is due to the Target’s limited geographic 
scope of activities, the fact that VW will need to continue to supply its OE spare 
                                                 
26  Replies to E -mails of 12 May 2020 and of 14 May 2020.  
 
 
13 parts across Germany, and that downstream competitors in the metropolitan area of 
Hamburg can source VW -OE spare parts from across Germany (or even the EEA), 
post-Transaction.   
5. CONCLUSION  
(60) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President