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, 18.10.2019  
C(2019) 7596 final  
PUBLIC VERSION  
 
To the notifying party  
Subject : Case M.9462 - EMIL FREY GROUP / A UTOCOMMERCE / AVTO 
TRIGLAV / AC -MOBIL  
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 25 September  2019 , the European Commission received the notification of a 
proposed concentration pursuant to Article 4 of Council Regulation (EC) No 
139/2004  by which the Emil Frey Group  acquires  within the meaning of Article 
3(1)(b) of the Merger Regulation , control of the whole of  Autocommerce , Avto 
Triglav  and AC-Mobil .3 Autocommerce, Avto Triglav , AC Mobil  are referred to as 
the "Target" and together with Emil Frey Group  (the "Notifying Party")  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 Agreem ent"). 
3  Publication in the Official Journal of the European Union No C 332, 3.10.2019 , p. 19. 
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possible the information omitted has been 
replaced by ranges of figures or a general 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  
(2) Emil Frey  is active in the import and distribution of new and used motor vehicles of  
different brands  in a number of Member States . 
(3) Autocommerce  sells new and second -hand passenger cars ("PCs") and light 
commercial vehicles ("LCVs") as well as new  trucks and buses , mainly through the 
retail channel  in Slovenia . 
(4) Avto Triglav  sells new and second -hand PCs and LCVs through retail and 
wholesale channels predominantly in Slovenia and to Croatia.  
(5) AC-Mobil  sells new and second -hand PCs and LCVs through retail and wholesale 
channels in Slovenia . 
2. THE OPERATION  
(6) Under the terms of the Sales and  Purchase Agreement, dated 8 July 2019, Emil Frey  
will acquire all of the issued and outstanding membership interests of 
Autocommerce, Avto Triglav and AC-Mobil ("the Transaction").  
3. THE CONCENTRATION  
(7) The Transaction represents an acquisition of s ole control within the meaning of 
Article 3(1)(b) of the Merger Regulation by  Emil Frey over  Autocommerce, Avto 
Triglav and AC-Mobil . 
4. EU DIMENSION  
(8) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million4 (Emil Frey: […] million, Target Companies […] 
million) . Each of them has a n EU-wide turnover in excess of EUR  250 million  (Emil 
Frey: […] million, Target Companies […] million) , but they do not achieve more 
than two -thirds of their aggregate EU-wide turno ver within one and the same 
Member State.  
(9) The notified Transaction  therefore has an EU dimension  within the meaning of 
Article 1(2) of the Merger Regulation .  
5. MARKET DEFINITION  
(10) The a ctivities of the Parties give rise to horizontal overlaps and vertical l inks in the 
markets for the wholesale distribution of new LCVs  and PCs in Slovenia and Croatia  
and the retail markets for new LCVs  and PCs  in Slovenia and Croatia . 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
3 5.1. Product market definition  
5.1.1.  The markets for the wholesale distribution of new LCVs and PCs  
(11) The Notifying Party considers that there is only one wholesale distribution market 
for both PCs and LCVs  for the following reasons. F rom the supply side, all the 
competitors of Emil Frey both propose and sell PCs and LCVs. From the demand 
side, retailers usually buy both LCVs and PCs , and the wholesale and retail 
distribution agreements with the car manufacturers usually concern both PC s and 
LCVs. Finally, at the product level, the Notifying Party argues that there is a trend 
for less differentiation between PCs and LCVs.  
(12) The Notifying Party agrees with the Commission's previous decisional practice that 
the markets for wholesale distrib ution of PCs and LCVs should not be further sub-
segmented based on "classes" of cars (e.g. mini cars,  small cars, medium cars, etc.).  
(13) In previous decisions, the Commission has left open whether the market for the 
wholesale distribution of new PCs and LCVs should be combined or separated 
between PCs and LCVs.5 Therefore, the Commission considered the following 
potential markets (i) an overall market for the wholesale distribution of new LCVs 
and PCs, (ii) a market for the wholesale distribution of new PCs on ly and (iii) a 
market for the wholesale distribution of new LCVs only.  
(14) The Commission found that the se markets should however not be further sub -
segmented based on "classes" of cars (e.g. mini cars, small cars, medium cars, etc .), 
given that manufacturers normally distribute a model range which covers different 
market segments under the same distribution channel.6 
5.1.2.  The markets for the retail  distribution of new LCVs and PCs  
(15) The Notifying Party claims that the market for retail distribution of new PCs and 
LCVs could be further sub -segmented between LCVs and PCs.  
(16) In previous decisions, the Commission has considered a distinction between the 
retail distribution of PCs and LCVs. Similarly to the wholesale distribution, it found 
that further sub -segmentation by classes of cars is not appropriate .7 Therefore,  the 
Commission considered the following  potential markets (i) an overall market for the 
retail distribution of new LCVs and PCs, (ii) a market for the retail distribution of 
new PCs only and (iii) a market  for the retail distribution of new LCVs only.  
5.1.3.  Conclusion  
(17) For the purpose of this decision the Commission considers that the question of the 
exact product market definition at the wholesale level can be left open  between (i) an 
                                                 
5  See cases COMP/M.8449 – Peugeot / Opel, paragraphs 28 -33 (2017), COMP/M.2832 – General 
Motors / Daewoo Motors, paragraph 20 and 36 (2002), COMP/M.3388 – Ford Motor Company / Polar 
Motor Group, paragraph 7 (2004), COMP/M.5250 – Porsche/Volkswagen, paragraphs 2 6-28 (2008).  
6  See cases COMP/M.8449 – Peugeot / Opel, paragraphs 28 -33 (2017), COMP/M.7747 PGA/MSA, 
paragraph 11 (2015); COMP/M.6403 Volkswagen / KPI Polska / Skoda Auto Polska / VW Bank Polska 
/ VW Leasing Polska, paragraph 22 (2011); COMP/M.182 Inchape  / IEP, paragraph 9 (1992).  
7  See cases COMP/M.8449 – Peugeot / Opel, paragraph 36 (2017), COMP/M.7747 PGA / MSA, 
paragraph 11 (2015); COMP/M.6403 Volkswagen / KPI Polska / Skoda Auto Polska / VW Bank Polska 
/ VW Leasing Polska, paragraph 27 (2011).  
 
4 overall market for the whole sale distribution of new LCVs and PCs, (ii) a market for 
the wholesale distribution of new PCs only and (iii) a market for the wholesale 
distribution of new LCVs only . For the purpose of this decision the Commission also 
considers that the question of the exact product market definition at the retail level 
can be left open  between (i) an overall market for the retail distribution of new LCVs 
and PCs, (ii) a market for the retail distribution of new PCs only and (iii) a market 
for the retail distribution of new LCVs only on the other hand . This is because  the 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market under any of these  possible market definition s. 
5.2. The relevant geographic markets  
(18) The Notifying Party consi ders that the wholesale and retail distribution markets 
should be national in scope.  
(19) In previous decisions, the Commission has considered that the markets for wholesale 
distribution  for new PCs  and LCVs, is at least national ultimately leaving the 
question  open whether it is EEA -wide or national in scope .8 
(20) As for the retail distribution  of new PCs and LCVs, in previous decisions  the 
Commission has left open whether the geographic market is EEA -wide, national, or 
local  in scope .9  
(21) For the purpose of this dec ision the Commission considers that the question of the 
exact geographic market definition can be left open  between (i) EEA -wide and (ii) 
national for the wholesale level and between (i) EEA -wide, (ii) national or (iii) local 
for the retail level,  as the T ransaction does not give rise to serious doubts as to its 
compatibility with the internal market under the narrowest plausible market 
definition . 
6. COMPETITIVE ASSESSMENT  
(22) On the basis of the product market definitions  discussed in Section 5, the activities 
of the Parties lead to the following affected markets:10 
(a) Horizontal overlaps : (i) w holesale distribution of new LCVs in Croatia , (ii) 
wholesale distribution of new LCVs in Slovenia , and (iii) w holesale 
distribution of new PCs and LCVs combined in Slovenia . 
                                                 
8  See cases COMP/M.8449 – Peugeot / Opel, paragraph 32 (2017), COMP/M.6958 - CD&R / We buy 
any car , paragraph 18  (2013); COMP/M.5250 - Porsche / Volkswagen , paragraph 42  (2008)  
9  See cases COMP/M.8449 – Peugeot / Opel, paragraphs 37 (2017), COMP/M.7747 - PGA/MSA , 
paragraph 16  (2015); COMP/M.6718 - Toyota Tsusho Corporation / CFAO , paragraph 12  (2012); 
COMP/M.6403 - Volkswagen / KPI Polska / Skoda Auto Polska / VW Bank Polska / VW Leasing 
Polska , paragraph 28 (2011); COMP/M. 5709 - Volkswagen / Mahag, parag raph 20 (2009); 
COMP/M.5250 - Porsche / Volkswagen, paragraph 42 (2008); COMP/M.3388 - Ford Motor Company 
Ltd / Polar Motor Group Ltd , paragraph 11  (2004); COMP /M.3352 - VW / Hahn + Lang, paragraph 15 
(2004 ). 
10  For completeness, it should be noted that th e Parties' activities also overlap on the following markets: 
retail distribution of new PCs and LCVs in Slovenia and Croatia, retail distribution of used LCVs and 
PCs, wholesale and retail distribution of OE spare parts for PCs and LCVs in Slovenia and Cro atia, car 
repair and maintenance services. As these overlaps do not lead to affected markets, they are not  further 
discussed.  
 
5 (b) Vertical links : (i) between the upstream market for w holesale distribution of 
new LCVs in Croatia  and the downstream market for the retail distribution of 
new LCVs  in Croatia, and (ii) between the upstream market for w holesale 
distribution of new LCVs in Slovenia  and the downstream market for the 
retail distribution of new LCVs in Slovenia . 11 
6.1. Competitive assessment - Horizontal overlaps  
The wholesale distribution of  new LCVs in Croatia  
(23) Due to the limited combined market shares ([30-40]%) of the Parties , the small 
increment ([5-10]%) brought by the Transaction , as well as the existence of a 
number of credible competitors on this market,12 it is unlikely that the Transaction 
will raise serious doubts as to it s compatibility with the internal market . The market 
investigation also supported this conclusion .13 
The wholesale distribution of new LCVs in Slovenia  
(24) Due to the limited combined market shares of the Parties  ([30-40]%),14 as well as the 
existence of a number of credible competitors on this market,15 it is unlikely that the 
Transaction will  raise serious doubts as to it s compatibility with the internal market . 
The market investigation also supported this conclusion .16 
The wholesale distribution of new PCs and LCVs in Slovenia  
(25) Due to the limited combined market shares of the Parties ([20-30]%), the 
Transaction is unlikely to raise serious doubts as to it compatibility with the internal 
market . The market investigation  also supported this conclusion .17 
Conclusion  
(26) In view of the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as a result of horizontal 
effects.  
  
                                                 
11  With regard to the potential vertical links between the upstream wholesale level in Croatia and Slovenia 
and the downstream loc al markets at retail level, it should be noted that the Parties confirmed that 
market shares at local level do not exceed 20%. Therefore, as market shares are expected to be limited 
and as the same factors and market dynamic apply, the competitive assessme nt conducted in Section 
6.2, also applies to any such vertical links with local downstream markets.  
12  Namely, Renault Nissan Hrvatska ( [20-30]%), Porsche Croatia d.o.o. ( [10-20]%), Opel South East 
Europe Ltd. ([10-20]%), etc.  
13  Non-confidential replies to questionnaire Q1 – Customers  and Q1 - Competitors .  
14  The increment for this market is not negligible ( [10-20]%), however, due to the limited combined 
market share of the Parties and the strong number of competitors , the Transaction does not raise seri ous 
doubts as to its compatibility with the internal market . 
15  Namely, Renault Nissan Slovenija ( [20-30]%), Porsche Slovenia d.o.o. ( [10-20]%), Summit Motors 
Ljublijana d.o.o. ( [10-20]%), etc.  
16  Non-confidential replies to questionnaire Q1 – Customers  and Q1 - Competitors .  
17  Non-confidential replies to questionnaire Q1 – Customers  and Q1 - Competitors .  
 
6 6.2. Competitive assessment – Vertical links  
Vertical link between the Parties activities in Croatia  
(27) The Parties activities give rise to an affected vertical link between Emil Frey's 
activities on the upstream market for wholesale distribution of new LCVs in Croatia 
and the Target's a ctivities on the downstream market for the retail distribution of 
LCVs in Croatia . 
(28) With regard to input foreclosure, the market shares of the Parties are not very high 
([30-40]%) on the upstream markets. Moreover, the number of strong competitors 
that have  similar market shares would make any attempt of foreclosure difficult.  
Finally, due to the low market shares on the downstream market ( [5-10]%), the 
merged entity would also have no incentive to foreclose input . 
(29) As for customer foreclosure, t he Parties' m arket share s are  limited on the 
downstream market s ([5-10]%) which would effectively prevent the merged e ntity 
from engaging in customer foreclosure.  
(30) The market investigation showed that the majority  of respondents to the market 
investigation  do not expect  any effects resulting from the Transaction.18 
Vertical link between the  Parties activities in Slovenia  
(31) The Parties activities give rise to an affected vertical link between Emil Frey's 
activities on the upstream market for wholesale distribution of new LCV s in 
Slovenia and the Target's activities on the downstream market for the retail 
distribution of LCVs in Slovenia . 
(32) With regard to input foreclosure, the market shares of the Parties are not very high 
([30-40]%) on the upstream markets . Moreover, the presence  of competitors that 
have similar market shares would make any attempt of foreclosure difficult.  
(33) The Parties' market share s are  limited on the downstream market s ([10-20]% in 
Slovenia)  which would effectively prevent the merged entity from engaging  in 
customer foreclosure . 
(34) The market investigation showed that the majority of respondents to the market 
investigation do not expect any  effects resulting from the Transaction .19 
 
                                                 
18  Non-confidential replies to question iv of questionnaire Q1 – Customers : the majority of the customers 
asked stated the Transaction will have a neutr al or positive imp act both on their own companies, that 
the level of competition in the affected markets  and the majority of the customers asked stated the price 
level in the different seg ments will also remain the same. See also Non-confidential replies to question 
ii of questionnaire Q1 – Competitors: The results of the market investigation further indicated that 
competitors consider that the price level will not be affected as a result of the Transaction . 
19  Non-confidential rep lies to question iv of questionnaire Q1 – Customers : the majority of the customers 
asked stated the Transaction will have a neutral or positive imp act both on their own companies, that 
the level of competition in the affected markets  and the majority of th e customers asked stated the price 
level in the different seg ments will also remain the same. See also Non-confidential replies to question 
ii of questionnaire Q1 – Competitors: The results of the market investigation further indicated that 
competitors con sider that the price level will not be affected as a result of the Transaction . 
 
7 7. CONCLUSION  
(35) For the above reasons, the European Commission has decided not to oppose the 
notified Transaction  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 Ag reement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission