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,  06.10.2020  
C(2020 ) 6968 final  
PUBLIC VERSION  
 
To the notifying party   
Subject : Case M.9669 – PPF GROUP / CENTRAL EUROPEAN MEDIA 
ENTERPRISES  
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 1 September 2020 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which  PPF Group 
N.V. ("PPF" or the "Notifying Party", Netherlands) proposes to acquire within the 
meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of 
Central European Media Enterprises Ltd. ("CME", Bermuda) (the “Transaction”).3. 
PPF and CME 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 
Functi oning 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 (t he “EEA Agreement”).  
3  Publication in the Official Journal of the European Union No C 299, 09.09.2020 , p. 11. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) o f 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possible the information omitted has been 
replaced by ranges of figures or a general 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) PPF is a multinational finance and investment group focusing on financial services, 
consumer finance, telecommunications, biotechnology, retail servic es, real estate and 
agriculture. Thro ugh its subsidiaries ( namely, O2 CR and CETIN in Czechia, O2 SK 
in Slovakia and Telenor in Bulgaria), PPF is active in the audio -visual and 
telecommunications sectors. Its activities include: (i) the acquisition of broadcasting 
rights to sport events in Cz echia and Slovakia; (ii) the wholesale supply of TV 
channels in Slovakia; (iii) the retail supply of audio -visual services through IPTV 
and a video on demand (“VOD”) platform in Czechia and Slovakia; (iv) the sale of 
TV advertising space in Czechia; (v) th e provision of retail fixed internet access 
services in Czechia and Slovakia; as well as (vi) the provision of retail 
telecommunications services in Czechia, Slovakia and Bulgaria. PPF is ultimately 
owned and controlled by Mr. Petr Kellner.  
(3) CME  is a media and entertainment company active in TV broadcasting and other 
media sectors, primarily in Bulgaria, Czechia, Slovakia, Romania and Slovenia. In 
particular, in Czechia, Slovakia and Bulgaria CME is present respectively through 
TV Nova, Markiza and bTV in va rious audio -visual markets. CME’s activities 
include (i) the acquisition of broadcasting rights to pre -produced audio -visual 
content; (ii) the wholesale supply of free -to-air (“FTA”) and pay TV channels; and 
(iii) the sale of TV advertising space. CME also  is marginally active in the supply of 
retail audio -visual services via a VOD platform. CME is ultimately controlled by 
AT&T, Inc., which holds an approximately 75% aggregate beneficial ownership 
interest in CME through its wholly owned subsidiaries Warner  Media, LLC, and 
Time Warner Media Holdings B.V.  
2. THE CONCENTRATION  
(4) On 27 October 2019, CME and two of PPF’s affiliates, TV Bidco B.V. and TV 
Bermuda Ltd,  entered into the Agreement and Plan of the Merger (the 
“Agreement”). Pursuant to the Agreement, TV Bermuda Ltd. will merge with and 
into CME, with CME continuing as the surviving company in the merger as a 
wholly -owned subsidiary of TV Bidco B.V.  
(5) As a resu lt of the Transaction, PPF  will therefore acquire indirect sole control of 
CME and its subsidiaries within the sense of Article 3(1)(b) of the Merger 
Regulation.  
3. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million (PPF: EUR […]; CME: EUR […]). Each of them has an 
EU-wide turnover in e xcess of EUR […] (PPF: EUR […]; CME: EUR […]), but 
they do not achieve more than two -thirds of their aggregate EU -wide turnover within 
one and the same Member Stat e. The notified operation therefore has an EU 
dimension pursuant to Article 1(2) of the Merger Regulation.  
 
3 4. RELEVANT MARKETS  
4.1. Introduction  
(7) As a preliminary remark, the Commission notes that while CME is active in 
Czechia, Slovakia, Bulgaria, Romania and Slov enia, PPF is not active in any 
relevant market in Romania and Slovenia. Therefore, the Transaction does not lead 
to any horizontal or vertical overlaps in these two Member States  and they will not 
be further discussed in this decision . 
4.2. The audio -visual val ue-chain  
(8) Audio -visual ("AV") content comprises all products (films, sports, series, shows, 
live events, documentaries, e tc.) that are broadcast via any media . In previous 
decisions, the Commission has identified different activities in the AV value  chain, 
namely: (i) the production of AV  content; (ii) the licensing of broadcasting rights for 
AV content; (iii) the wholesale supply of TV channels; and (iii) the retail provision 
of AV services to end customers. In addition, the Transaction relates to: (iv) the sale 
of TV advertising space ; (v) the retail supply of mobile telecommunications services ; 
and (vi) the retail supply of fixed internet access services . 
(9) The following sections further describe these levels of the AV value -chain as well as 
provide an ov erview of the Parties' activities at each level in Czechia, Slovakia and 
Bulgaria . 
4.3. Market for the licensing of broadcasting rights for pre -produced audio -visual 
content  
4.3.1. Introduction  
(10) The upstream level of the value chain concerns the production of ne w AV content. 
The parties are not active in this market.  
(11) The rights to AV “entertainment products” generally then belong to the creators of 
the content. These rights -holders license them to (i) TV channel suppliers (TV 
broadcasters ), which then incorporate  the AV content into linear TV channels, or (ii) 
content platform operators, which then retail the AV content to end users on a non -
linear basis ( that is to say, Pay -Per-View (“PPV” ) or VOD ), including non -
traditional platforms, that is to say internet or so-called Over  The Top (“ OTT ”) 
platforms.  
(12) TV broadcasters and TV distributors who source content for their TV channels or 
retail TV services generally have a choice between a number of sourcing models, 
which can be broadly categorised as follows:  
a. Obtai ning TV content produced on an “ad hoc ” basis (that is to say tailor -
made), by:  
i. Commissioning TV content from a TV production company (which 
owns the relevant TV format);  
 
4 ii.  Hiring a TV production company to provide the technical means and 
deliver the finished TV content based on a format owned by the 
broadcaster; or  
iii.  Producing the content themselves by relying on their in -house 
facilities (captive TV production); or  
b.  Acquiring broadcasting rights from TV production companies for pre -
produced TV content (pre -produced TV content, sometimes referred to as 
off-the-shelf or tape sales).  
(13) As regards pre -produced TV content, this upstream level of the value chain concerns 
the licensing of broadcasting rights relating to pre -existing TV content – that is to 
say TV content that has been previously produced and is subsequently made 
available ‘off -the-shelf’ by the rights holder (so -called pre -produced TV content) – 
and broadcasting rights relating to sports events.  
(14) The broadcasting rights relating to TV content can belong to one or more of the 
following: (i) the holder of the rights to the TV format; (ii) the production company 
that produced the TV content; and (iii) the  company that commissioned the 
production of the TV content. In addition, the broadcasting rights can belong to a 
third -party distributor, to which they were licensed by the original owner, with a 
right to sub -license.  
(15) As regards the supply -side of the mar ket:  
a. In Czechia, PPF, through its subsidiary O2 CR , creates content for its own 
O2 TV channels.  
In Slovakia, O2 CR produces a customized channel for a single  customer, 
Orange a. s. (“Orange” ). This channel is produced and distributed under the 
Orange brand and is built using  broadcasting  rights for the UEFA Champions 
League for Slovakia  which are owned by O2 CR . O2 CR [information about 
O2 CR’s production activities] .  
b.  CME creates content and licenses the related rights for its own TV channels.  
In Czechia, CME  neither sells nor  licenses its content to third parties; it only 
provides certain input services to third  parties, primarily comprising dubbing 
and subtitling services .   
In Slovakia, CME licenses TV content to third parties  to a very limited  
extent .4 
(16) As regards the demand -side of the market:  
a.  In Czechia, PPF, through O2 CR, purchases broadcasting rights to audio -
visual sports related content for its TV channels O2 TV Spor t, O2 TV Tenis 
and O2 TV Fotbal . PPF acquires TV rights to sporting events, such as 
                                                 
4  The revenues of CME stemming from the licensing of TV content to third parties amounted to 
approx imately  EUR [sales data] in 2019.  
 
5 football, ice hockey, or basketball. The most important sporting events to 
which PPF acquired broadcasting rights in Czechia are: (i) UEFA Champions 
League matches for broadcast, (ii) Czech Fortuna Liga (football), (iii) Czech 
Extraliga (ice hockey), and (iv) WTA.  
In Slovakia, O2 CR holds the broadcasting rights for UEFA Champions 
League matches  and for the Czech football and ice hockey leagues . 
b.  In Czechia, CME  acquires various types of content rights, including sports, 
foreign  movies, domestic movies, series, and other rights. In relation to 
sporting rights,  CME  focuses on licensing rights to: (i) the U.S. branded 
sports, such as  NHL (ice hockey), NBA (basketba ll) or UFC (martial arts), 
(ii) mainstream European sports, (iii) motorbike MOTO GP, and (iv) 
emerging sports, such as  darts or rugby.  
In Slovakia, CME  acquires various types of content rights, including sports, 
foreign  movies, domestic movies, series, and other rights. In relation to 
sporting rights,  CME  focuses on licensing rights to: (i) the U.S. branded 
sports, such as  NHL (ice hockey), NBA (basketball) or UFC (martial arts), 
(ii) mainstream  European sports, (iii) motorbike MOTO GP, and (iv) 
emerging  sports, such as  darts or rugby.  
4.3.2. Product market definition  
4.3.2.1. Commission precedents  
(17) With regard to the market for the supply of broadcasting rights, in previous 
decisions, the Commission has observed that content production companies produce 
TV content either (i) for internal use through incorporation into their own TV 
channels or VOD services if they are vertically integrated in the wholesale supply of 
TV channels and/or in the retail of TV services (i.e. captive TV production); or (ii) 
for su pply to third -party customers (i.e. non -captive TV production).5 However, the 
Commission has previously found the product market for the production of TV 
content to be limited to non -captive TV production, thereby excluding captive TV 
production, as this T V content is not offered on the market.6 
(18) With regard to the market for the in -licencing of TV broadcasting rights, the 
Commission has considered that it may be further subdivided by nature and content 
type, in particular: (i) premium films; (ii) football e vents that take place regularly 
                                                 
5  Commission decision of 9 October 2014 in case M.7360 - 21st Century Fox/Apollo/ JV, paragraph 12; 
Commission decision of 15 June 2018 in case M.8861 – Comcast/Sky , paragraph 11.  
6  Commission decision of 24 February 2015 in c ase M.7194 - Liberty Global/ Core lio/W&W/ De Vijver 
Media , recital  51; Commission d ecision of 3 August 1999 in case M.1574  - Kirch/ Mediaset , paragraph 14 ; 
Commission decision of 11 July 2000 in c ase M.1943  - Telefónica/ Endemol , paragraph 8; Commission 
decision of 29 June 2000 in c ase M.195 8 - Bertelsmann/GBL/ Pearson TV , paragraphs 11 –12; Commission 
decision of 22 September 2006 in c ase M.4353 - Permira/ All3Media Group , paragraphs 11 –12; 
Commission decision of 9 October 2014 in case M.7360  - 21st Century Fox/Apollo/ JV, paragraph 36.  
 
6 (every year); (iii) football events that are played more intermittently ;7 and (iv) other 
sports .8 
(19) The Commission has also considered sub -dividing the market for the licensing of 
broadcasting rights for TV conten t into: (i) p ay TV / FTA audio visual content; (ii) 
TV content for linear (TV channels) / non -linear broadcast (VOD), or into the more 
narrowly defined seg ment of iii) VOD / PPV / first pay TV window / second p ay TV 
window / FTA TV.9 
4.3.2.2. Notifying Party’s view  
(20) The Notifying Party submits that the relevant market is  the market for the licensing 
of TV broadcasting rights for (linear ) TV channels, with potential further 
segmentation based on content into the licensing of TV broadcasting rights to (i) 
football event s, and (ii) other sports.  The Notifying Party  considers that it  is 
irrelevant to consider other market segmentations due to the lack of overlap of 
Parties activities in th ese segments and given the substitutability of various rights 
from the perspective of  TV broadcasters.10 
4.3.2.3. Commission’s assessment  
(21) The results of the market investigation indicate that most content providers and 
broadcasters consider that the segmentations adopted in prior Commission decisions 
(by content type and exhibition window a s indicated above) remain relevant .11  
(22) In any event, for the purpose of this decision, the exact product market definition for 
the licensing of broadcasting rights can be left open, as the Transaction does not 
raise serious doubts as to its compatibility wi th the internal market regardless of 
whether the market is segmented on the basis of content type or exhibition window  
as set out above . 
4.3.3. Geographic market definition  
4.3.3.1. Commission precedents  
(23) The Commissio n has previously considered  the market  for the licensing of TV 
broadcasting rights  to be either national or regional, based on linguistically 
homogeneous areas .12 
                                                 
7  Neither PPF nor CME acquire rights for football events played intermittently, therefore this segment will 
not be further discussed in this decision.  
8  Commission d ecision of 18 July 2019 in c ase M.8864  - Vodafone/Certain Liberty Global assets , recital  
322; Commission decision of 30 May 2018 in c ase M.7000  - Liberty Global/ Ziggo , paragraph 42; 
Commission decision of 15 April 2013 in c ase M. 6880 - Liberty Global/ Virgin Media , paragraph 18.  
9  See for instance, Commission decision of 21 December 2011 in case M.6369 - HBO/Ziggo/HBO 
Netherland , paragraph 18.  
10  Form CO, paragraph  90. 
11  Replies to Questionnaire Q1 to rightsholders , question 4; Replies to Questionnaire Q 2 to broadcasters , 
question s 5 and 5.1.  
12  Commission decision of 2 April 2003 in case M.2876 - Newscorp/ Telepiu , recital 62; Commission 
decision of 15 April 2013 in case M.6880 - Liberty Global/ Virgin Media , paragraph 23.  
 
7 4.3.3.2. Notifying Party’s view  
(24) The Notifying Party submits that the relevant market should be defined as national in 
scope  because , despite  the proximity of the terr itories of Czechia and Slovakia , 
tender procedures and languages differ in these countries . The Notifying Party 
submits  that in any event the substantive analysis would not be materially different if 
the markets were combin ed into a region encompassing both Czechia and Slovakia.13 
4.3.3.3. Commission’s assessment  
(25) The results of the market investigation show that  the majority of the respondents  
license their content on a national bas is. For specific content, the licenses somet imes 
cover smaller or larger areas.14 Accordingly, m ost of the respondents among TV 
broadcasters purchase content nationally or for certain linguistic regions. 
Broadcasters sometimes also purchase content on an EEA  basis.15 The type of rights 
that this decis ion addresses, namely sports rights, are usually tendered and acquired 
at national level.  
(26) Therefore, t he Commission considers that , for the purpose of this decision, the 
geographic market definition for the licensing of broadcasting rights is national in 
scope . 
4.4. Market for the wholesale supply of TV channels  
4.4.1. Introduction  
(27) TV broadcasters package the AV content that they have acquired or produced in -
house into linear TV channels. The demand side of this market comprises TV 
retailers, which aggregate TV  channels and provide them to end users  via various 
distribution infrastructures either on a FTA basis or on a pay TV basis . 
(28) At a very general level, FTA channels are TV channels that are available  to viewers 
free of charge. Pay TV channels are channels fo r which the viewer must pay a 
subscription fee. Traditionally, FTA channels finance their operations via advertising 
revenues (with the exception of the publicly -owned TV channels in a number of 
Member States which are subject to advertising limitations), while pay  TV channels 
generate revenues through subscription fees.  
(29) The Commission notes that TV broadcasters are increasingly complementing their 
traditional linear TV channel offering with non -linear services such as VOD 
services.  
(30) Some TV broadcasters are  vertically integrated as they are also active as retail TV 
operators (TV distributors) in the market for the retail provision of TV services to 
end users. Other TV broadcasters are not vertically integrated and rely on third party 
TV distributors to distr ibute their TV channels at the retail level.  
(31) As regards the supply -side of the market:  
                                                 
13  Form CO, paragraph s 93 - 96. 
14  Replies to Questionnaire Q1 to rightshold ers, question s 5 and 5.1.  
15  Replies to Questionnaire Q 2 to broadcasters , question s 7 and 7.1.  
 
8 a.  PPF is not active on the market for the wholesale supply of TV channels in 
Czechia and Bulgaria.  O2 CR incorporates content licensed from third parties 
as well as i ts own content into its own O2 TV Sport channels, which it then 
offers to viewers on its  own IPTV platform (O2 TV) in Czechia. O2 CR does 
not offer these channels to other distributors on the  wholesale  market.  
In Slovakia, O2 CR supplies  a customized chann el to Orange  since 2018.16 
b.  CME supplies TV channels on a wholesale basis to cable, satellite, IPTV and 
other platform distributors in Czechia, Slovakia and Bulgaria through the 
following subsidiaries:  
i. TV Nova s.r.o. in Czechia under the brand name “TV N ova”;  
ii. MARKÍZA -SLOVAKIA spol. s.r.o. in Slovakia under the brand name 
“Markíza”;  
iii. bTV Media Group EAD in Bulgaria under the brand name “bTV”.  
In Czechia, CME offers the following channels: nova, nova 2, nova Gold, 
nova Cinema, nova Action, nova Sport 1, nov a Sport 2 and Nova 
International.  
In Slovakia , CME offers the following channels: Markíza , TV Doma, Dajto, 
nova Sport 1, nova Sport 2 and nova International.  
In Bulgaria, CME offers the following channels: bTV, bTV Comedy, bTV 
Cinema, bTV Action, bTV Lady and Ring.  
(32) As regards the demand side of the market:  
a.  PPF acquires TV channels for its IPTV platform in Czechia and Slovakia.  
b.  CME is not active on  the demand -side of the market.  
4.4.2. Product market definition  
4.4.2.1. Commission precedents  
(33) In previous decisions, the Commission has identified a wholesale market for the 
supply of TV channels. Within that market, the Commission has identified two 
separate product markets for: (i) FTA TV channels; and (ii) pay TV channels, 
pointing to the differenc es between the financial models of these channels.17 The 
Commission has furthe r concluded that within the pay TV channel market, there are 
                                                 
16  However, the Commission considers that PPF is not active on the market for the wholesale supply of TV 
channels in Slovakia, for the following reasons. PPF did  not supply the channel in the relevant market. It 
produces a customized channel content for Orange , called Orange Sport, by utiliz ing its own licensing 
rights for the UEFA Champions League for Slovakia. Such  channel  content  is supplemented by Slovak 
football leagues matches, the content rights to which are held by Orange, and certain other events as 
fillers. The Notifying Party submitted […]. 
17  Commission decision of 24 February 2015 in case M.7194 - Liberty Global/Corelio/ W&W/De Vijver 
Media , recital 91; Commission decision of 15 April 2013 in case M.6880 - Liberty Global/Virgin Media , 
paragraph 37. 
 
9 separa te markets for: (i) premium pay TV channels; and (ii) basic pay  TV 
channels.18 The Commission has considered FTA channels to be in the market for 
basic pay TV  channels .19 
(34) The question whether this market could be sub -divided by channel genre20, in 
particular: (i) film; (ii) sport; (iii) news; (iv) youth; and by infrastructure used for 
transmission21: (i) cable; (ii) satellite; (iii) DTT; (iv) IPTV  has been  left open in 
previous decisions.  The Commission has considered that individual premium sports 
channels do not form a separate market even if  they show sports content  that is 
particularly interesting to the same group o f viewers .22 
4.4.2.2. Notifying Party’s view  
(35) The Notifying Party submits that the Transaction should be assessed on the basis of 
the market for the wholesale supply of TV channels. In particular, it considers that it 
is not relevant  to sub -divide the market  by channel genre or by infrastructure used 
for transmission.23 
4.4.2.3. Commission’s assessment  
(36) The market invest igation did not provide a clear indication  of the relevance of the 
distinc tions drawn between FTA and pay TV channels as well as between basic and 
premium pay  TV. Although a number of broadcasters and distributors agreed with 
these distinctions, several respondents  found the difference to be  negligible because 
both channels types  compete for the same content. Additionally, respondents found 
that these channels compete for th e same audiences as all pay  TV subscribers can 
access FTA channels.  Respondents additionally pointed to the fact that the 
penetration of premium pay TV services is rather limited in Czechia.24  
(37) With regard to the distinction bet ween basic pay  TV channels and FTA channels, 
respondents to the market investigation pointed out that in Czechia and in Slovakia 
basic pay TV mainly show s content that is also available through FTA TV  and thus 
only differs in the  infrastructure used for tr ansmission .25  
(38) The majority  of distributors are of the view that t hematic channels are only 
substitutable with other channels that broadcast the same specific content .26 
                                                 
18  Commission decision of 12 November 2019 in case M.9064 - Telia Company/Bonnier Broadcasting 
Holding , recita 157.  
19  Commiss ion decision of 24 February 2015 in case M.7194 - Liberty Global/Corelio/W&W/De Vijver 
Media , recital 1 01. 
20  Commission decision of 14 June 2013 in case M.6866 - Time Warner/ CME , paragraph 46.  
21  Commission decision of 18 July 2019 in case M.8864 - Vodafo ne/Certain Liberty Global assets , recital 
272. 
22  Commission decision of 3 August 2016 in case M.7978 - Vodafone/Liberty Global /Dutch JV , paragraph  
176; confirmed by General Court judgment of 23 May 2019 in case T -370/17 - KPN v Commission , 
EU:T:2019:354 , paragraphs  65 - 90. 
23  Form CO, paragraph s 201 and 202.  
24  Replies to Questionnaire Q 2 to broadcasters , question s 6 and 6.1.  Replies to Questionnaire Q 3 to 
distributors , question s 6 and 6.1.  
25  Replies to Questionnaire Q 3 to distributors , question s 6 and 6 .1. 
26  Replies to Questionnaire Q 3 to distributors , question s 7 and 7.1.  
 
10 (39) In any event , for the purpose of this decision, the exac t product market definition for 
the wholesale supply of TV channels  can be left open, as the Transaction does not 
raise serious doubts as to its compatibility with the internal market regardless of 
whether the market is segmented on the basis of channel genre or between FTA TV 
channels a nd premium/basic  pay TV channels.  
4.4.3. Geographic market definition  
4.4.3.1. Commission precedents  
(40) The Commission has previously considered the market for the wholesale supply of 
TV channels to be either national or regional, based on linguistically homo geneous 
areas.27 
4.4.3.2. The Notifying Party’ s view  
(41) The Notifying Party submits that the relevant geographic market should be defined 
as national in scope .28 
4.4.3.3. Commission’s assessment  
(42) In the present case, the market investigation indicated that the a greements for the 
wholesale supply of TV channels are, as a general rule, negotiated on a national 
basis , although they are also sometimes negotiated on a linguistic basis. 
Exceptionally, agreements are also entered into  on a sub -national or EEA  basis .29 
This is mainly explained by the fact that TV retailers mostly have a national 
footprint, and that negotiations take place, and prices are set on a national basis.  
(43) In light of the above, the Commission considers that the market for the wholesale 
supply of  TV channels is national.  
4.5. Market for the retail supply of audio -visual services  
4.5.1. Introduction  
(44) In the market for the retail supply of TV services, TV distributors provide end users 
with TV services, which typically consist of: (i) linear TV channels; and (ii) content 
aggregated in non -linear services, such as Subscription Video on Demand 
(“SVOD”), Transactional VOD (“TVOD”) and Advertising VOD (“AVOD”).  
(45) AV distributors either limit themselves to carrying TV channels and making them 
available to end users, or also act as content aggregators, which ‘package’ AV 
channels. The AV services supplied by AV distributors to end users consist of: (i) 
packages of li near TV channels (which they have either acquired or produced 
themselves); and (ii) content aggregated in non -linear services, such as VOD, 
SVOD, TVOD and PPV. AV content can be delivered to end users through a number 
of technical means including cable, sa tellite and IPTV. OTT players deliver channels 
and content in both a linear and non -linear fashion through the use of the internet.  
                                                 
27  Commission decision of 14 June 2013 in case M.6866 - Time Warner/CME , paragraph 54.  
28  Form CO, paragraph  206. 
29  Replies to Questionnaire Q 2 to broadcasters , question s 8 and 8.1; Replies to Questionnaire Q3 to 
distributors, questions 14 and 14.1.  
 
11 (46) As regards the supply -side of the market:  
a.  In Czechia , PPF (through its subsidiary O2 CR) operates an IPTV platform 
(O2 TV). Additionally, it operates a VOD platform as a supplementary 
service . 
 In Slovakia, PPF is marginally active on the AV retail market, via the  mobile 
operator O2 SK’s  digital television offers (O2 TV) over mobile and IPTV 
platforms.  
 In Bulgaria, PPF is  active through its subsidiary Telenor Bulgaria, which 
distributes AT&T’s “HBO GO” VOD service  as an add -on to or part of its 
mobile tariffs.  
b.  CME operates a VOD platform , Voyo,  in Czechia, Slovakia and Bulgaria  and 
offers an AVOD service on its website . 
4.5.2. Product market definition  
4.5.2.1. Commission precedents  
(47) In previous decisions , the Commission considered the retail provision of FTA TV 
and pay TV services as separate markets.30 The Commission also considered 
whether retail pay TV could be segmented further according to: (i) linea r vs non -
linear pay TV services31; or (ii) p remium vs basic pay TV services32. With regard to 
the type of distribution technology, the Commission tends to include different 
technologies within the same product market , but has ultimately left open the precise 
market definition.33 
4.5.2.2. Notifying Party’s view  
(48) The Notifying Party submits that the Transaction should be assessed on the basis of 
the market for the retail supply of pay TV services . In particular, the Notify ing Party  
considers that it  is irrelevant to consider other market segmentations due to the lack 
of overlap in th ese segments  and substitutability of the services from the perspective 
of TV customers .34 
                                                 
30  Commission decision of 21 December 2011 in case M.6369 - HBO/Ziggo/HBO Netherland , paragraph 28; 
Commission decision of 21 December 2010 in case M.5932 - News Corp/BskyB , paragraph 99.  
31  Commission decision of 24 February 2015 in c ase M.7194 - Liberty Global/ Corelio/W&W/ De Vijver 
Media , recital 124; Commission decision of 25 June 2008 in case M.5121 – News Corp/Premiere , 
paragraph 21; Commission decision of 10 October 2014 in case M.70 00 - Liberty Global/Ziggo , recitals 
109 and 110.  
32  See for instance, Commission decision of 24 February 2015 in case M.7194 - Liberty Global/Corelio/  
W&W/De Vijver Media , recital s 109-115; Commission decision of 30 May 2018 in case M.7000 - Liberty 
Global/Ziggo , paragraphs 127 -137; Commission decision of 15 June 2018 in case M.8861 - Comcast/Sky , 
paragraph 55.  
33  Commission decision of 24 February 2015 in case M.7194 - Liberty Global/Corelio/W&W/De Vijver 
Media , recital 126; Commission decision of 25  June 2008 in case M.5121 – News Corp/Premiere , 
paragraph 22; Commission decision of 10 October 2014 in case M.7000 - Liberty Global/Ziggo , recitals 
113 and 114.  
34  Form CO, paragraph  364. 
 
12 4.5.2.3. Commission’s assessment  
(49) The results of the ma rket investigation indicated that all distributors provide both 
linear and non -linear services.35 However, respondents indicated that  broadcasting 
rights for linear and non -linear services may be  acquired separately or together  
depend ing on each individual broadcaster.36 A majority of distributors did not 
consider VOD services offered by OTT providers subst itutable to pay  TV services.37 
(50) In any event, for the purpose of this decision, the exact product market definition for 
the retail supply of TV services can be left open, as the Transaction does not raise 
serious doubts as to its compatibility with the internal market regardless of whether 
the market is further segmented or not.  
4.5.3. Geographic market definition  
4.5.3.1. Commission precedents  
(51) In its previous  decisions, t he Commission considered the market for the retail supply 
of TV services to be national  in scope , since suppliers compete  on a nationwide basis 
for the business of end customers, or corresponding to the relevant language area .38 
The Commission found that the market can be limited to the geographic coverage of 
a supplier’s infrastructure.39   
4.5.3.2. Notifying Party’s view  
(52) The Notifying Party submits that the relevant geographic market should be defined 
as national in scope .40 
4.5.3.3. Commission’ s assessment  
(53) Nothing in the market investigation contradicts the Commission's previous findings 
that the market is either national, or correspond s to the relevant language area  as the 
distributors offer their services mainly on a national basis.41 The count ries in which 
the parties are active in retail TV services, namely Czechia, Slovakia, and Bulgaria, 
also constitute linguistic regions.   
 
(54) The Commission considers , for the purposes of this decision,  that the relevant 
geographic market for the retail provision of TV services is national in scope . 
                                                 
35  Replies to Questionnaire Q3 to distributors, question 9.  
36  Repl ies to Questionnaire Q3 to distributors, questions 10 and 10.1.  
37  Replies to Questionnaire Q3 to distributors, questions 1 1. 
38  Commission decision of 15 April 2013 in case M.6880 - Liberty Global/Virgin Media , paragraph 54; 
Commission decision of 21 Dece mber 2013 in case M.6369 -HBO/Ziggo/HBO Nederland , paragraph 40 
et. seq.; Commission decision of 21 December 2010 in case M.5932 - News Corp/BskyB , paragraph 110; 
Commission decision of 25 January 2010 in case M. 5734 - Liberty Global Europe/Unitymedia , 
paragraphs 40 and 43.  
39  Commission decision of 15 June 2018 in case M.8861 - Comcast/Sky , paragraph 60; Commission decision 
of 24 February 2015 in case M.7194 – Liberty Global/Corelio/  W&W/De Vijver Media , recital 108.  
40  Form CO, paragraph  366. 
41  Replie s to Questionnai re Q3 to distributors, question  14. 
 
13 4.6. Market for the sale of TV advertising space  
4.6.1. Introduction  
(55) TV broadcasters sell advertising space on their TV channels and on their OTT 
services. The sale of advertising s pace is an important source of revenues for FTA 
channels, while pay TV channels in general rely more on fees from retail providers 
of AV services or from end users.  
(56) As regards the supply -side of the market:  
a.  PPF, through its subsidiary O2 CR, sells advertising inventory on its channels 
in Czechia to a minimal extent as the pay TV channels are financed 
predominantly from subscription fees.  
It is active on the market in Czechia  but not  in Slovakia and Bulgaria.  
b. CME sells advertising inventory  on its TV channels in Czechia.  
In Slovakia  and Bulgaria,  CME sells advertising inventory on its TV 
channels and its AVOD service.  
(57) As regards the demand -side of the market , PPF is active as it purchases TV 
advertising inventory in its function as a retaile r of AV, mobile telecommunication 
and fixed internet access services , but also through other subsidiaries which are not 
active in the AV or telecommunications sectors . 
4.6.2. Product market definition  
4.6.2.1. Commission precedents  
(58) In its previous decisions, t he Commission has distinguished between offline and 
online advertising and classified these two advertising methods as belonging to 
separate markets.42 The Commission has considered in that respect, that TV 
advertising , as part of the offline ad vertising market,  constitute s a distinct product 
market, separate from advertising in other forms of media.43 The Commission has 
left open the questions, whether in light of the increasing digitization of all media 
platforms, there is a wider market for sale of advertising space in video format  across 
platforms  and whether advertising on pay TV and FTA  TV are part of the same 
market .44 
                                                 
42  Commission decision of 11 March 2008 in case M.4731 - Google/DoubleClick , recital 45.  
43  See, for instance, Commission decision of 24 February 2015 in case M.7194 – Liberty Global/Corelio/  
W&W/De Vijve r Media , recital 140; or Commission decision of 14 June 2013 in case M.6866 - Time 
Warner/CME , paragraphs 62, 64 and 68; Commission decision of 6 February 2018 in case M.8665 – 
Discovery/Scripps , paragraphs 38 - 44; or Commission decision of 15 June 2018 i n case M.8861 - 
Comcast/Sky , paragraphs 64 - 75. 
44  Commission decision of 12 November 2019 in case M.9064 - Telia /Bonnier Broadcasting , recital 276; 
Commission decision of 15 June 2018 in case M.8861 - Comcast/Sky , paragraphs 65 and 70.  
 
14 4.6.2.2. Notifying Party’s view  
(59) The Notifying Party agrees with the Commission precedent  definition and submits 
that the rele vant product market should be defined as the market for the sale of TV 
advertising space.45 
4.6.2.3. Commission’s assessment  
(60) The respondents to the market investigation largely confirm  that the market for the 
supply of advertising space should be segmented by type of media, noting the 
particular importance of TV advertising due to its wide reach and the frequency of 
advertising. Nevertheless, several  purchasers of advertising space observed that the 
lines between online and offline advertising is becoming increasingly blurred due to 
the digitization of all media platforms.46 
(61) The majority of the purchasers of advertising space did not consider  procuring 
advertising space on pay TV channels as an alternative to procuring advertising 
space on FTA channels  but the y rather view pay TV and FTA channels as 
complementary.  This is because of the much larger audience share of FTA channels 
and because the financing model of pay TV channels does not allow them to 
advertis e as frequently  as on FTA channels .47 
(62) Therefore , the Commission considers , for the purpose of this decision, that the sale 
of TV advertising space is not part of the same relevant product market as the sale of 
advertisin g space on other media . For the purpose of this decision, the market for the 
sale o f TV advertising space does not need to be further segmented on the basis of 
the financing model (FTA or pay TV)  because acquirers of advertising space do not 
view these two different models separately . 
4.6.3. Geographic market definition  
4.6.3.1. Commissi on precedents  
(63) In its previous decisions, t he Commission considered the market for sale of TV 
advertising space  to be national48 in scope  or regional, based on linguistically 
homogeneous areas  encompassing several Member States .49 
4.6.3.2. Notifying Party’s v iew 
(64) The Notifying Party submits that , in accordance with the Commission practice,  the 
relevant geographic market should be defined as national in scope.50 
                                                 
45  Form CO, paragraph  431. 
46  Replies to Questionnaire Q 4 to purchasers of TV advertising space , questions 4, 4.1, 5 and 5.1.  
47  Replies to Questionnaire Q3 to distributors, questions 17 and 17.1; Questionnaire Q 4 to purchasers of TV 
advertising space , question s 6 and  6.1. 
48  Commission decision of 21 December 2011 in case M.6369 - HBO/Ziggo/HBO Nederland , paragraph 39; 
Commission decision of 15 April 2013 in case M.6880 -  Liberty Global/Virgin Media , paragraph 41; 
Commission decision of 10 October 2014 in case M.7000  - Liberty Global/Ziggo , recital 98.  
49  Commission decision of 21 December 2010 in case M.5932 - News Corp/BskyB , paragraphs 86 –88; 
Commission decision of 15 April 2013 in case M.6880 - Liberty Global/Virgin Med ia, paragraph 41.  
50  Form CO, paragraph  433. 
 
15 4.6.3.3. Commission’s assessment  
(65) Nothing in the market investigation contradicts the Commission's prev ious findings 
that the market is either national, or correspond s to the relevant language area  as the 
purchasers of TV advertising space overwhelmingly procure this advertising 
inventory on a national basis.51 The countries in w hich the parties  are active in the 
sale of  TV advertising space, namely Czechia, Slovakia, and Bulgaria, also 
constitute linguistic regions.   
(66) Therefore, for the purposes of this decision, the Commission considers the 
geographic market definition for the retail provision of TV services is national in 
scope . 
4.7. Market for the retail supply of mobile telecommunications services52 
4.7.1. Introduction  
(67) Mobile telecommunications services for end custo mers 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.  
(68) These  services are provided on  2G/GSM, 3G/UMTS and 4G/LTE networks, with the 
2G network historically having better coverage and the 3G network being better 
adapted for larger amounts of data and faster download speeds. 4G/LTE is a mobile 
technology that increases the speed and capacity  of the network and is adapted for 
improved voice quality and high -speed data transmission from wireless devices, for 
example, to stream video, Internet TV and to use broadband Internet.  
(69) PPF is active on the market for retail mobile telecommunication servi ces in Czechia 
and in Slovakia, through its portfolio company O2 CR (which wholly owns its 
subsidiary O2 SK through which O2 CR is active on the market for retail mobile 
telecommunication services in Slovakia). In Bulgaria, PPF is active on the market 
through its subsidiary Telenor Bulgaria, which holds a telecommunication license 
for this territory.  
(70) CME is not active on this market . 
4.7.2. Product market definition  
4.7.2.1. Commission precedents  
(71) In previous decisions,  the Commission has identified an overa ll retail market for the 
mobile telecommunications services constituting a separate market from retail fixed 
telecommunication services. The Commission  examined potential segmentation s of 
the overall retail market for mobile telecommunication services betw een pre -paid or 
post-paid services and private customers or business customers  as well as based on 
                                                 
51  Replies to Questionnaire Q 4 to purchasers of TV advertising space , question 7. 
52  In addition to the markets defined below, PPF’s subsidiaries are  also active in the following 
telecommunications markets: (i) the market for the retail supply of multiple play services; (ii) the market 
for fixed line telecommunications services; (iii)  the market for business connectivity; and (iv) the market 
for IT services . However, these markets are not affected by the Transaction.  
 
16 the type of service or type of network technology , concluding that these did not 
constitute separate product markets, but rather represent market segments wi thin an 
overall retail market .53 
4.7.2.2. Notifying Party’s view  
(72) The Notifying Party agre es with this market definition and submits that the relevant 
product market should be defined as the overall retail market for mobile 
telecommunication service s without  further segmentation.54 
4.7.2.3. Commission’s assessment  
(73) The market investigation in this case has not provided any indication that the 
Commission should depart from its previous findings.  For the purposes of this 
decision, the Commission will not examine the possible segmentation of the overall 
market for the retail supply of mobile telecommunication services in relation to the 
provision of advertising space because the competitive assessment would remain 
unchanged under all possible segmentations  mentione d below in paragraph (74) .  
(74) Therefore, f or the purpose of this decision, the Commission considers that the exact 
product market definition for the retail supply of mobile telecommunications 
services can be left open, as the Transaction does not raise serious doubts as to its 
compatibility with the internal market  irrespective of a further segmentation  between 
pre-paid or post -paid services and private customers or business customers as well as 
based on the type of service or type of network technology  . 
4.7.3. Geographic market definition  
4.7.3.1. Commission precedents  
(75) The Commission has previously considered that the marke t for the retail provision of 
mobile telecommunication  services is national in scope, due to the existing 
regulatory barriers and the complete national coverage of the operators.55 
                                                 
53  For instance, Commission d ecision of 30 May  2017 in c ase M.8465  – Vivendi/Telecom Italia,  paragraph 
31; Commission decision of 1 September 2016 in c ase M.7758  - Hutchison 3G Italy/Wind/JV , recital  162; 
Commission decision of 3 August 2016 in case M. 7978  - Vodafone/Liberty Global/Dutch JV , paragraph 
71; Commission decision of 11 May 2016 in c ase M.7612 - Hutchison 3G UK/Telefónica UK , recital  287; 
Commission decision of 24 October 2014 in c ase M.7307  – Electricity Supply Board/Vodafone 
Ireland/JV , paragraphs 27 – 30; Commission d ecision of 2 July 2014 in c ase M.7018  - Telefónica 
Deutschland/E -Plus, recital  30; Commission decision of 10 October 2014 in c ase M.7000 - Liberty 
Global/Ziggo , recital  141; Commission decision of 28 May 2014 in c ase M.6992 - Hutchison 3G UK/ 
Telefónica Ireland , recital  141; Commission decision of 12 December 2012 in c ase M.6497  - Hutchison 
3G Austria/Orange Austria , recital  58. 
54  Form CO, paragraph  507. 
55  For instance, Commission decision of 16 September 2003 in case M.3245 –Vodafone/Singlepoint , 
paragraphs 16 et seq.; Commission decision of 20 August 2007 in case M.4748 - T-Mobile/Orange 
Netherlands , paragraph 16; Commission decision of 1 March 2010 in case M.5650 T-Mobile/Orange , 
paragraph 26; Commission Decision of 20 Sept ember 2013 in case M.6990 - Vodafone/Kabel 
Deutschland , paragraph 218; Commission decision of 10 October 2014 in case M.7000 - Liberty 
Global/Ziggo , recital142 et seq.; Commission decision of 28 May 2014 in case M.6992 -Hutchison 3G 
UK/Telefonica Ireland , recital 141; Commission decision of 15 April 2014 in case M.7109 - Deutsche 
Telekom/GTS , paragraph 43; 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 
 
 
17 4.7.3.2. Notifying Party’s view  
(76) The Notifying Party agrees with this market definition.56 
4.7.3.3. Commission’s assessment  
(77) The market investigation in this case has not provided any indication that the 
Commi ssion should depart from its previous findings.  
(78) Therefore, f or the purpose of this decision, the Commission considers that the 
geographic  market for the retail supply of mobile telecommunications services is 
national in scope . 
4.8. Market for the retail supply of fixed internet access services  
4.8.1. Introduction  
(79) In the market for retail fixed internet access services, customers are provided with 
access to the internet through a fixed telecommunication connection.  These services 
are provided over a fixed network  such as cable, copper or fibre infrastructure.  
(80) PPF is active on the market for fixed internet access services in Czechia and in 
Slovakia, through its portfolio company O2 CR in Czechia (with its subsidiary O2 
SK active in Slovakia).  
(81) CME is not active on this market.  
4.8.2. Product market definition  
4.8.2.1. Commission precedents  
(82) With regard to the market for the retail supply of fixed internet access services, the 
Commission has considered a number of potential market segmentation, in 
particular; segmenta tion by (i) product type, distinguishing between narrowband, 
broadband and dedicated access; and (ii) distribution mode, distinguishing between 
xDSL, fiber, cable, and mobile broadband, but ultimately left the market definition 
open.57 
(83) The Commission has al so considered segmentation of that market by type of 
customer, distinguishing between (i) residential customers and small business 
customers; and (ii) large business customers, concluding that large business 
customers form a part of business connectivity s ervices because unlike residential 
and small business customers, their demands require an individual approach.58 The 
Commission has further concluded that the market for fixed internet access services 
                                                                                                                                                      
Global/Dutch JV , paragraph 76; Commission decision of 11 May 2016 in case M.7612 - Hutchison 3G 
UK/Telefónica UK , recital 289 et seq.  
56  Form CO, paragraph  509. 
57  See Commission decision of 29 June 2010 in case M.5532 - Carphone Warehouse /Tiscali UK , paragraphs 
7-21; Commission decision of 20 September 2013 in case M.6990 - Vodafone/Kabel Deutschland , 
paragraphs 192 -194; Commission decision of 3 August  2016 in case M.7978 - Vodafone/Liberty 
Global/Dutch JV , paragraph 38.  
58  See Commission  decision of 18 July 2019 in case M.8864 - Vodafone/Certain Liberty Global Assets , 
recital 51.  
 
18 should not be segmen ted according to download speed59 and that fixed internet 
services provided through mobile network infrastructure  should be excluded from its 
scope.60 
4.8.2.2. Notifying Party’s view  
(84) The Notifying Party submits that the relevant product market should be defined as 
the overall retail market for  the provision of fixed internet access services, including 
all product types, distribution modes and speed/bandwidths, to residential and small 
business customers, excluding services provided through mobile network.  In 
particular, it considers that it is not appropriate to sub -divide the market according to 
the product type and distribution mode since all these products are substitutable with 
each other. Nonetheless, the Notifying Party  submits that the analysis would not be 
materially different if the market was divided according to the product type and 
distribution mode.61 
4.8.2.3. Commission’s assessment  
(85) The market investigation in this case has not provided any indication that the 
Commission should depart from its previous findings.  For the purposes of t his 
decision, the Commission will not examine the possible segmentation of the overall 
market for the  provision retail fixed internet access services in relation to the 
provision of advertising space because the competitive analysis would remain 
unchanged under all possible segmentations  mentioned below in paragraph (86) .  
(86) Therefore, f or the purpose of this decision, the Commission considers that the exact 
product market definition for the retail supply of fixed internet access services  can be 
left open as the Transaction does not raise serious doubts as to its compatibility with 
the internal market irrespective of a possible segmentation of the market by product 
type, distribution mode or type of customer  
4.8.3. Geographic market definition  
4.8.3.1. Commission precedents  
(87) The Commission has previously considered that the marke t for the fixed internet 
access services  is national in scope, due to the fact that the supply of upstream 
wholesale services works on a national basis, and the fact that the pricing policies are 
mostly national.62 
                                                 
59  See Commission decision of 29 June 2009 in case M.5532 - Carphone Warehouse/Tiscali UK , paragraphs 
7-21; Commission decision of 20 September 2013 in case M.69 90 - Vodafone/Kabel Deutschland , 
paragraphs 192 -194; Commission decision of 3 August 2016 in case M.7978 - Vodafone/Liberty 
Global/Dutch JV , paragraph 38.  
60  See Commission decision of 18 July 2019 in case M.8864 - Vodafone/Certain Liberty Global Assets , 
recital 53.  
61  Form CO, paragraph s 537, 538 and 540.  
62  See Commission decision of 18 July 2019 in case M.8864 - Vodafone/Certain Liberty Global Assets , 
recital 60.  
 
19 4.8.3.2. Notifying Party’s view  
(88) The Notifying Party agrees with this market definition .63 
4.8.3.3. Commission’s assessment  
(89) The market investigation in this case has not provided any indication that the 
Commission shoul d depart from its previous findings.  
(90) Therefore, f or the purpose of this decision, the Commission consider that the 
geographic  market definition for the retail supply of fixed internet access services  is 
national in scope . 
5. COMPETITIVE ASSESSMEN T 
5.1. Analytical framework  
(91) Under Article 2(2) and Article 2(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 throug h 
the creation or strengthening of a dominant position.  
(92) 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 comp etitors 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.  
5.1.1.  Horizontal non -coordinated effects  
(93) The Horizon tal Merger Guidelines64 describe horizontal non -coordinated effects as 
follows: “A merger may significantly impede effective competition in a market by 
removing important competitive constraints on one or more sellers who 
consequently have increased market power. The most direct effect of the merger will 
be the loss of competition between the merging firms. For example, if prior to the 
merger one of the merging firms had raised its price, it would have lost some sales to 
the other merging firm. The merger re moves this particular constraint. Non -merging 
firms in the same market can also benefit from the reduction of competitive pressure 
that results from the merger, since the merging firms’ price increase may switch 
some demand to the rival firms, which, in tu rn, may find it profitable to increase 
their prices. The reduction in these competitive constraints could lead to significant 
price increases in the relevant market.”65 
(94) Therefore, a merger giving rise to such non -coordinated effects might significantly 
impe de effective competition by creating or strengthening the dominant position of a 
                                                 
63  Form CO, paragraph  542. 
64  Guidelines on the assessment of horizontal mergers under the C ouncil Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelines"), OJ C 31, 05.02.2004.  
65  Horizontal Merger Guidelines, paragraph 24.  
 
20 single firm, one which, typically, would have an appreciably larger market share 
than the next competitor post -merger.  
(95) The Horizontal Merger Guidelines list a number of factor s 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 f or customers to switch 
suppliers, or the fact that the merger would eliminate an important competitive 
force.66 That list of factors applies equally  regardless of whether a merger would 
create or strengthen a dominant position, or would otherwise 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.67 
(96) Finally, the Horizontal Merger Guidelines describe a number of factors, which could 
counteract the harmful effects of the merger on competition, including the likelihood 
of buyer power, entry and  efficiencies.  
5.1.2.  Vertical effects  
(97) According to the Non -Horizontal Merger Guidelines, foreclosure occurs when actual 
or potential rivals’ access to supplies or markets is hampered, thereby reducing those 
companies’ ability and/or incentive to compete. Such fo reclosure may discourage 
entry or expansion of rivals or encourage their exit.68 
(98) The Non -Horizontal Merger Guidelines distinguish between two forms of 
foreclosure: input foreclosure occurs where the merger is likely to raise the costs of 
downstream rivals b y restricting their access to an important input and customer 
foreclosure occurs where the merger is likely to foreclose upstream rivals by 
restricting their access to a sufficient customer base.69 
(99) In order for foreclosure to be a concern, three conditions need to be met post - 
merger: (i) the merged entity needs to have the ability to foreclose its rivals70 ; (ii) 
the merged entity needs to have the incentive to foreclose its rivals71; and (iii) the 
foreclosure strategy needs to have a significant detrimental effect on the parameters 
of competition on the downstr eam market (input foreclosure)72 or have an adverse 
impact in the downstream market and harm consumers (customer  foreclosure).73 In 
practice, these factors are often examined together since they are close ly 
intertwined.74 
                                                 
66  Horizontal Merger Guidelines, paragraphs 27 et seq.  
67  Horizontal Merger Guidelines, paragraph 26.  
68  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concen tration between undertakings (“ Non-Horizontal Merger Guidelines ”), OJ C 265/6, 18.10.2008, 
paragraphs 29 -30. 
69  Non-Horizontal Merger Guidelines, paragraph 30.  
70  Non-Horizontal Merger Guidelines, paragraphs 33 to 39 and 60 to 67.  
71  Non-Horizontal Merger Guidelines, paragraphs 40 to 46 and 68 to 71.  
72  Non-Horizontal Merger Guidelines, paragraphs 47 to 57.  
73  Non-Horizont al Merger Guidelines, paragraphs 72 to 77.  
74  With regard to potential conglomerate effects, is the Commission notes that it is not possible to bundle the 
wholesale supply of TV channels or the sale of TV advertising space (i.e. CME’s main activities) with  the 
 
 
21 5.2. Horizontally affected markets  
(100)  The Transaction gives rise to horizontally affected markets in (i) certain segments of 
the market for the licensing of TV broadcasting rights in Czechia and Slovakia, and 
(ii) the market for the sale of TV adv ertising space in Czechia.  
5.2.1.  Licensing of TV broadcasting rights – Czechia and Slovakia  
5.2.1.1. Overall market for the acquisition of broadcasting rights for TV content in Czechia  
and Slovakia  
(101)  Both PPF, through its subsidiary O2 Czech Republic, and CME acquire broadcasting 
rights for AV content for inclusion in their TV channels. Table s 1 to 675 below show  
the segments where the Parties`  overlapping activities result in horizont ally affected 
mark ets in Czechia and Slovakia, namely: (i) the overall market for  the acquis ition 
of TV broadcasting rights, (ii) the acquisition of rights to football events , (iii) the 
acquisition of rights to football events  that occur regularly , (iv) the acquisition of 
rights to other sports, and (v) the acquisition of rights for linear transmission of AV 
content . 
(102)  Both Parties acquire TV content rights for inclusion in their TV channels in Czechia 
and Slovakia.  
(103)  In Czechia, PPF purchases broadcasting rights to audiovisua l sports -related content 
for its TV channels O2 TV Sport, O2 TV Tenis and O2 TV Fotbal. CME  acquires 
various types of content rights, including sports, foreign movies, domestic movies, 
series, and other rights. In relation to sporting rights, CME  focuses o n licensing 
rights to: (i) the U.S. branded sports, such as NHL (ice hockey), NBA (basketball) or 
UFC (martial arts), (ii) mainstream European sports , (iii) motorbike MOTO GP, and 
(iv) emerging sports, such as darts or rugby . 
(104)  In Slovakia, t he Parties are mostly active on the demand side of the market and they 
only have a limited presence on the supply side.  PPF, through O2 CR, has been 
active on the Slovakian licensing market since 2018. O2 CR, however, is not present 
in Slovakia. CME  acquires various type s of content rights, including sports, foreign 
movies, domestic movies, series, and other rights. In relation to sporting rights, CME  
focuses on licensing rights to: (i) the U.S. branded sports, such as NHL (ice hockey), 
NBA (basketball) or UFC (martial ar ts), (ii) mainstream E uropean sports , (iii) 
motorbike MOTO GP, and (iv) emerging sports, such as darts or rugby.  
                                                                                                                                                      
supply of retail TV services or retail telecommunication services because these services are sold to 
different customers. Customers for the wholesale supply of TV channels are the TV services retailers; 
customers for advertising space are persons or e ntities that wish to advertise on TV; customers for retail 
TV services and telecommunication services are the end -consumers. A potential link lies between CME’s 
SVOD platform and PPF’s telecommunication services in Czechia. However, SVOD services are typic ally 
not sold in a bundle in Czechia and customers of SVOD and telecom munication  services do not tend to 
consider the two services to be connected.  Furthermore, neither CME’s SVOD platform nor PPF’s 
telecommunications services have market power that could plausibly be leveraged in the context of a 
conglomerate strategy. For these reasons and as the results of the market investigation did not point to any 
plausible conglomerate concern, potential conglomerate effects will not be further discussed in this 
decision.  
75  Market shares are calculated on the basis of costs incurred for the acquisition of the rights.  



 
25 Other acquirers include CT a nd AMC. CT had [20-30]% in 2017 which dropped to 
[5-10]% in 2018 and 2019. AMC represented  [0-5]% of the market in 2017.  
(109)  In Slovakia , CME’s market share was [5-10]% in 2017 and [0-5]% in 2018 -2019. 
PPF’s market share at [30-40]% for 2018 -2019. The market leader is Digi wi th [50 -
60]% and [40-50]% for 2017 and 2018 -2019 respectively, followed by RTVS ( [20-
30]% in 2017, [5-10]% in 2018 -2019), Orange ( which had no market share  in 2017 
but increased its presence to [10-20]% of the market in 2018 -2019), and AMC 
(which represented [5-10]% of the market  in 2017 but had a negligible share  in 
2018 -2019).  
5.2.1.2.1.  Notifying Party’s view  
(110)  The Notifying Party submits that the Transaction will only bring about a n immaterial 
increase to PPF’s market share give n the limited market share increment both in 
Czechia and Slovakia. Further, the Notifying Party explains that CME and PPF are 
not close competitors , while  Digi remains PPF’s closest competitor in Czechia and 
Slovakia. In addition, PPF will be constrained post -transaction by strong existing 
competitors such as CT, AMC, Arena, and Eurosport in Czechia, and RTVS, 
Orange, AMC, Arena and Eurosport in Slovakia. Last ly, the Notifying Party 
explains that the merged entity’s market share may decrease significantly for the  
coming seasons given that sports broadcasting rights are tendered in transparent 
procedures where many strong bidders participate each time.  
5.2.1.2.2.  Commission’s assessment  
(A) Czechia  
(111)  The results of the market investigation are  largely neutral vis -à-vis the Transac tion. 
Overall, the large majority of rightsholders consider that the Transaction will have a 
neutral impact both on the market for the acquisition of football rights and on their 
own business.76 They consider that the merged entity will not be in a position  to 
impose less favourable terms when negotiating the acquisition of rights77 and that 
competitors will remain  able to  credibly  participate in tenders opposite the merged 
entity.78 From the demand -side, however, two competitors take the view that PPF 
general ly has a decisive advantage in tenders  due to the financial strength of the 
entire PPF group .79 These competitors consider that pre -transaction PPF has been 
leveraging its strong financial position, which increases overtime, in order to win 
tenders.   
(112)  In pa rticular, a competitor considered that the Transaction would induce significant  
horizontal effects on the market for the acquisition of broadcasting rights for football 
events in Czechia. According to its submission, PPF ’s particularly strong financial 
position enables it to  outbid any other participant to a tender.  
                                                 
76  Replies to Questionnaire Q1 to rightsholders, questions 17 and 18.  
77  Replies to Questionnaire Q1 to rightsholders, question 13.  
78  Replies to Questionnaire Q1 to rightsholders, question 14.  
79  Replies to Questionnaire Q2 to broadcasters , question 30.  
 
26 (113)  However, t he Commission considers that the Transaction will not materially affect 
the market for the acquisition of broadcasting rights for football events that occur 
regularly in Czechia.  
(114)  First, the Commission notes that the increment brought about by the Transaction is 
limited . In Czechia, CME’s market share has not exceeded  [5-10]% in the period 
2017 -2019. The addition of this increment will not materially change PPF’s position 
on the segment for the acquisition of rights to football events that occur regularly.  
(115)  Second, the Parties are not competing to acquire the same sports rights . PPF and 
CME  pursue different strategies, particularly with respect to the distribution of their 
sports channels, and specialize in different sports. They acquire different content and 
their channels attract different viewers.  In particular, CME holds none of the main 
Czech football rights (holding only second pick and other rights for the UEFA 
Europe League 2019/2020)  or the national ice hockey championship rights80 and a 
very limited set of other rights. As explained in paragraph (103), CME  rather  focuses 
on licensing rights to U.S. branded sports, mainstream European sports  (e.g., the 
French Football League,  motorbike, and emerging sports, such as dart s). CT holds 
the majority of football rights  (both for national and UEFA/Europa leagues  as 
explained below in paragraph  (118) (b))  and Digi Sport holds virtually all of the 
internationally attractive football league rights. Further, the majority of non -football 
rights are held by CT, Eurosport or Sport 1.  
(116)  As a result , PPF and CME generally do not meet in tenders for the various sports 
rights they acquire. Based on bidding data submitted by the Parties PPF and CME 
[confidential bidding data] . 
(117)  While PPF increased its market share over the period 2017 -2019  by successfully 
competing for the acqu isition of attractive football rights, possibly  as a result of 
superior financial capabilities, its very limited competitive interaction with CME 
pre-merger shows that the Transaction  is not likely  to materially impact PPF’s 
ability to win tenders post -transaction.  
(118)  Third , other companies that close ly compet e with PPF  will remain active on the 
market post -transaction:  
(a) Digi CZ, which holds the broadcasting rights for the English Premier league, 
German Bundesliga, as well as the Spanish and Italian football l eagues, and 
the ATP (until 2021, after which the ATP rights will be held by Eurosport). 
The Notifying Party estimates that Digi CZ’s  market share on the Czech 
market for the licensing of broadcasting rights for football events ranged 
between [30-40]% and [40-50]% (from 2017/2018 season to 2019/2020 
season).  
(b) CT, the Czech public broadcaster, which holds the broadcasting rights for a 
portion of the UEFA Champions League (highlights and final), Czech 
football league (4th pick) and Europa League (1st pick) pack ages, UEFA Euro 
2020, including qualifiers of the Czech team, and ice hockey, including the 
Hockey World Championships, the Olympics, Euro Hockey Tour, certain 
                                                 
80  Respondents to the market investigation explained that ice hockey content in which the national team 
participates is a very important input in Czechia along with football.  
 
27 Czech national team hockey matches, and certain matches of the Czech 
National Hockey League. The  Notifying Party estimates that CT’s market 
share on the Czech market for the licensing of broadcasting rights for football 
events ranged between [5-10]% and [20-30]% (from the 2017/2018 season to 
the 2019/2020 season).  
(c) AMC Networks Entertainment LLC (Spor t 1 and Sport 2 channels), which 
holds the broadcasting rights to one live match of the Slovak National 
Hockey League (Tipsport liga), rights for the football qualifiers for the Euro 
2020 and the FIFA World Cup 2022 (for all matches excluding the Czech 
national team), the Portuguese and Turkish football leagues, all Formula One 
races, NFL and boxing. The Notifying Party estimates that the market share 
of AMC on the Czech market for the licensing of broadcasting rights for 
football events ranged between [0-5]% and [10-20]% (from the 2017/2018 
season to the 2019/2020 season).  
(d) Arena Sport, which holds the broadcasting rights for the Dutch football 
league.   
(e) Discovery’s Eurosport channels, which held rights to Major League Soccer 
USA. Eurosports channels also fea ture a range of other sports rights, 
including non -exclusive broadcasting rights to all Alpine and Nordic Ski 
events (Alpine ski races, Biathlon, Ski jumping/Ski flying, Nordic events), 
the Olympic Games 2020 and 2022, and the main ATP and WTA tennis 
tourn aments (1000 series and 500 series), and non-exclusive rights for the 
Tour de France relevant for the Czech market).  
(B) Slovakia  
(119)  The results of the market investigation have been largely neutral vis -à-vis the 
Transaction. Rightholders consider that the merged  entity will  not be in a position to 
impose less favourable terms when negotiating the acquisition of rights81 and take 
the view that other entities will be able to credibly participate in tenders opposite the 
merged entity.  Form the demand -side, the majori ty of broadcasters consider that 
negotiations are ordinary and on equal footing  and are not concerned with the 
Transaction .82 Accordingly, the Commission considers that the Transaction will not 
materially affect the market for the acquisition of broadcastin g rights for football 
events that occur regularly in Slovakia.  
(120)  First, the Commission notes that the increment brought about by the Transaction is 
very limited . In Slovakia, CME’s market share has not exceeded  [0-5]% in the 
period  2018 -2019. The addition o f this market share will therefore not materially 
change PPF’s position on the segment for the acquisition of rights to football events 
that occur regularly.  
(121)  Second, PPF, through O2 CR, has been active as an acquirer of sports  rights on the 
Slovakian marke t since 2018. However, O2 CR  does not broadcast its O2 TV Sport 
channels in Slovakia. In order to use the sports  content that it acquired  – which are 
often tendered together with broadcasting rights  for the Czech market – O2 CR 
                                                 
81  Replies to Questionnaire Q1 to rightsholders, question 13.  
82  Replies to Questio nnaire Q2 to broadcasters  Q2, question 30.  
 
28 produces a customized channe l for Orange , its sole customer in Slovakia . This 
channel is produced and distributed under the Orange brand and is built around O2 
CR rights for the UEFA Champions League and other content owned by Orange . 
(122)  Third , other companies that close ly compet e with  PPF will remain active on the 
market post -transaction  
(a) Digi SK (a subsidiary of Slovak Telekom/Deutsche Telekom), which holds 
the broadcasting rights for the English Premier league, German Bundesliga, 
as well as the Spanish and Italian first league footba ll leagues. The Notifying 
Party estimates that Digi SK’s  market share on the Slovak market for the 
licensing of broadcasting rights for football events ranged between [30-40]% 
and [50-60]% (from the 2017/2018 season to the 2019/2020 season).  
(b) RTVS, the Slov ak public broadcaster, which holds the broadcasting rights for 
the annual Hockey World Championships, games of the national Hockey 
team (Euro Hockey Challenge), the European Football Championship 2020, 
the next three years’ Slovak National Football Team qualifiers (including 
UEFA Nations League, the Euro 2020 and the World Cup 2022) on an 
exclusive basis, and the Olympic Games in 2020. Additionally, RTVS has 
non-exclusive broadcasting rights for all stages of the Tour de France and 
Tour de Suisse, and exclu sive broadcasting rights for the U21 and U23 
Hockey youth team qualifiers. The Notifying Party estimates that the market 
share of RTVS on the Slovak market for the licensing of broadcasting rights 
for football events ranged between [5-10]% and [20-30]% (fr om the 
2017/2018 season to the 2019/2020 season).  
(c) Orange, which among other rights holds the broadcasting rights for Slovak 
football league (1st pick, Fortuna liga). The Notifying Party estimates that the 
market share of Orange on the Slovak market for the  licensing of 
broadcasting rights for football events amount to [10-20]% and [10 -20]% in 
the 2018/2019 and 2019/2020 season, respectively.  
(d) AMC Networks Entertainment LLC (Sport 1 and Sport 2), which holds the 
broadcasting rights to one live match of the Sl ovak National Hockey League 
(Tipsport liga), rights for the football qualifiers for the Euro 2020 and the 
FIFA World Cup 2022, Portuguese and Turkish football leagues, Formula 
One, NFL and boxing. The Notifying Party estimates that the market share of 
AMC on the Slovak market for the licensing of broadcasting rights for 
football events ranged between [0-5]% and [10 -20]% (from 2017/2018 
season to 2019/2020 season).  
(e) Arena Sport, which holds the broadcasting rights for the Dutch football 
league.  
  
 
29  
(f) Discovery’s E urosport channels, which h eld the broadcasting rights to Major 
League Soccer USA. These channels also feature a range of other sports, 
including non -exclusive broadcasting rights to Alpine and Nordic Ski events, 
the Olympic Games 2020 and 2022, and the mai n ATP and WTA tennis 
tournaments, as well as non -exclusive rights for the Tour de France relevant 
for the Slovak market.  
(123)  Consequently, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regard to the markets for 
the acquisition of broadcasting rights for football events and for football events that 
take place regularly, in Czechia  and Slovakia.  
5.2.1.3. Market for the acquisition of  (i) other s ports content and (ii) linear broadcasting 
rights  in Czechia  and Slovakia  
(124)  The Parties overlap in the acquisition of other sports, meaning all sports other than 
football events. They Parties also overlap in the acquisition of linear broadcasting 
rights, mea ning rights for content that is transmitted via linear broadcasting.    
(125)  First, with respect to the market for the acquisition of rights for other sports, the 
Parties’ and their main competitors’ market shares are the follow ing. 
  

 
31 state-operated broadcasters, who are particularly strong in this segment. In particular, 
Parties will be constrained by  CT, which represented  between [30-40]% and [40-
50]% of the market between 2017 and 2019, A MC (between [10-20]% and [10-20]% 
between 2017 and 2019 ), and Discovery  (between [10-20]% and [10-20]% between 
2017 and 2019 ). Lastly, the market investigation did not point to any particular 
concerns in relation to the segment of other sports in Czechia.  
(127)  In Slovakia, the increment brought about by the Transaction does not exceed  [0-5]%, 
leading to a combined market share below 25%. Several credible competing buyers 
or sports rights  will remain present in both countries.  PPF is a recent entrant, having 
entered the market in 2018 , mainly due to the fact that broadcasting rights are often 
tendered together for Czechia and Slovakia. Furthermore, PPF’s  presence in 
Slovakia is limited to the production of a customized channel for Orange , as 
described above in  paragraph 122. Lastly, the market investigation did not point to 
any particular concerns in relation to the segment of other sports  in Slovakia .  
(128)  Consequently, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibi lity with the internal market with regard to the segment for 
the acquisition of rights  for other sports  in Czechia and Slovakia.  
(129)  Second , with respect to the market for the acquisition of linear broadcasting rights, 
the Parties’ and their main competitors’ market shares are the follow ing. 
  


 
34 5.2.2.1. Notifying Party’s view  
(135)  The Notifying Party submits that PPF’s market share is below [0-5]%. As the 
Transaction will  not lead to a material market share  increment , it  will not have a 
material impact on CME’s competitive position .  
5.2.2.2. Commission’s assessment  
(136)  The Commission consider s that  the Transaction will not materially affect the market 
for the sale of TV advertising space in Czechia.  
(137)  First, t he increment brought about by the Transaction is limited as  while CME has a 
market share of approximately [50-60]%, PPF’s share is below  [0-5]%. The Parties’ 
position  would be similar on  the segment for the sale of TV advertising space on 
linear channels .  
(138)  Second, w hilst CME has a large share for the sale of TV advertising space in 
Czechia, the Transaction does not materially change the competitive landscape in 
this market and is unlikely to significantly increase CME's market power because of 
the limited increment  that it generates . 
(139)  Third, alternative  players will remain present in the market for sale of TV 
advertising space, including Media Club and CT.  
(140)  Fourth, t he market investigation  did not point to any horizontal concerns with regard 
to the combination of the Parties’ activities as r egards the sale of TV advertising 
space.  
(141)  Consequently, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regard to the sale of TV 
advertising space, including the sale of TV ad vertising space on linear channels .  
5.2.2.3. Conclusion  
(142)  In light of the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market with regard to the 
market for the acquisition of TV advertis ing space  in Czechia and Slovakia.  
5.3. Vertically affected markets  
(143)  The Parties’ activities at different levels of the AV value chain and in some 
telecommunications markets give rise to  the following vertically affected markets in 
Czechia, Slovakia and Bulgaria :  
(a) CME’s activities in certain segments of the upstream market for the 
wholesale supply of TV channels and PPF’s activities in the downstream 
market for the retail supply of AV services in Czechia;  
(b) CME ’s activities in the sale of TV advertising space and PPF’s activities in 
the downstream markets for the retail supply of AV services, retail supply of 
mobile telecommunications services, and /or retail supply of fixed internet 
access services in Czechia , Slovakia and Bulgaria . 




 
39 (157)  As noted above, PPF produces three sport channels that it does not offer at a 
wholesale level, but exclusively distributes via its own pay TV platform. The 
Commission therefore considers that PPF’s sports channels are not part of the market 
for the wholesale supply of TV channels. Nevertheless, the Parties have provided 
estimates of PPF’s market shares  on the possible segment for the wholesale supply 
of pay TV sports channels if captive channels were to be included. Based on these 
estimates, PPF would have a market share of [5-10]% by revenues and [0-5]% by 
audience for the possible segment for the wholesale supply of pay TV sports 
channels in Czechia  in 201984. If PPF’s, Digi’s and Premier captive sports channels 
were included in the potential segment for the wholesale supply of sports TV 
channels, the revenue -based combined market share of the Parties would be 
approximately [20-30]%.85 
(158)  The segment for the wholesale supply of sports TV channels is not vertically 
affected since the Parties’ individual and combined market shares remain below 30% 
in this segment, as well as an y potential segment ation s thereof. In particular, the 
Commission notes that neithe r Party supplies its channels FTA in Czechia. On the 
potential pay TV segment, the Parties’ individual and combined market shares 
remain below 30%  even when including PPF’s captive channels. Within the pay TV 
segment, PPF’s channels would qualify  as premiu m pay TV channels, while  CME 
only supplies sports channels as part of its basic pay TV offering. The Parties have 
not provided estimates of their market shares in the segment for premium pay TV 
sports channels , since CME does not have premium pay TV sports  channels and PPF 
does not offer its channels on the market . As for the segment for basic pay TV sports 
channels, a s shown in Table 11, CME’s market shares remain below 30% both by 
revenues and by audience.  
(159)  However, several market participants have pointe d to the importance of CME’s 
sports channels for their retail AV services offerings  and expressed concerns that 
PPF would no longer make them available on the wholesale market post -
Transaction . The Commission will therefore assess the likelihood of input 
foreclosure of CME’s sports channels under Section 5.3.2.2  below.  
5.3.1. 2. Retail supply of AV services  
(160)  Table 12 sets out PPF’s and its main competitors’ market shares in the segment for 
the retail supply of pay TV services in Czechia86 by value (revenues) and by volume 
(number of connected households) for the year s 2017, 2018 and  2019.  
                                                 
84  Form CO, paragraph 216 and Table 28.  
85  Form CO, para. 2 75. 
86  PPF through its mobile operator O2 SK is marginally active on the TV retail market in Slovakia through 
its offering of O2 TV (digital television) over mobile and ITV platforms. O2 SK has only [number of 
subscribers]  to this service among approx. 1.7 milli on TV households and 1.56 million  Pay TV in 
Slovakia. PPF is also marginally active in Bulgaria through Telenor IPTV that only offers HBO as an add -
on the main mobile subscription with [number of subscribers] out of a total of 3 million Telenor 
subscribers . Theses marginal IPTV activities of PPF in Slovakia and Bulgaria will not be further discussed 
in the context of the competitive assessment of this decision.  





 
45 – partially foreclose downstream competitors by degrading the terms 
and conditions of the acquisition of TV channels, for example thro ugh 
worse terms and conditions or materially higher carria ge fees.  
(172)  No respondent to the market investigation considered it likely that the merged entity 
would stop licensing all of its TV channels to competing suppliers of AV services.90 
However, several respondents were concerned that  the merged entity may stop 
licensing some of its TV channels, and in particular its sports channels, to third 
parties post -Transaction.91 Moreover,  all of the respondents to the market 
investigation considered it likely that the merged entity would degrade the terms and 
conditi ons when licensing all or some of its TV channels to third parties.92 
(173)  The Commission has therefore assessed specifically whether the merged entity 
would have the ability and incentive to stop licensing its sports channels or degrade 
the terms and conditions  of all or some of its TV channels when licensing them to 
competing suppliers of retail AV services.  
5.3.2.1. The Notifying Party’s view  
(174)  The Notifying Party submits that the merged entity would lack the ability to engage 
in input foreclosure. It argues that none of  CME's channels can be considered to 
constitute important inputs to downstream competitors . It argues that, in any event, 
most of CME’s channels are part of standard retail TV packages and do not offer 
unique content .93 The Notifying Party also indicates th at there will remain a 
sufficient number of wholesale competitors for downstream rivals to have access to 
alternative inputs, namely the commercial TV broadcasters Prima and Barrandov, as 
well as the public broadcaster CT.94 
(175)  In addition, the Notifying Party  submits that the merged entity would lack the 
incentive to engage in  total input foreclosure. It argues that [confidential data 
regarding revenues] of CME’s revenues in 2019 were generated by television 
advertising, not by carriage fees. Therefore, CME ha s an incentive to maximise its 
reach and not to foreclose downstream distributors. Moreover, the Notifying Party 
argues that any potential profits that could be generated by a foreclosure strategy 
could not  offset the greater reductions in CME’s advertisin g revenues.95  
(176)  With regard to partial input foreclosure, the Notifying Party argues that CME’s 
bargaining position when negotiating carriage fees will not materially change post -
Transaction. This is because CME relies on the broad availability of its channe ls 
through all TV retailers and its continued supply over DTT. Due to PPF’s limited 
position on the overall market for the retail supply of AV services, CME’s incentives 
to broadly supply its channels will likely not change post -Transaction.96 
                                                 
90  Replies to Questionnaire Q3 to distributors, question 23.  
91  Replies to Questionnaire  Q3 to distributors, questions 23 to 23.4.  
92  Replies to Questionnaire  Q3 to distributors, questions 24 to 24.4.  
93  Form CO, paragraph 685.  
94  Form CO, paragraph 682.  
95  Form CO, paragraphs 691 et seqq.  
96  Form CO, paragraph 700.  
 
46 (177)  Finally, the Notifying Party argues that any total or partial input foreclosure strategy 
would have a very limited impact on retail TV prices, given the number of 
alternative providers of TV channels, and therefore any potential impact on 
competition would be immateria l.97 
5.3.2.2. The Commission’s assessment  
(178)  For the reasons set out below, the Commission considers that the merged entity will 
not have the ability and incentive to foreclose competing suppliers of retail AV 
services  by engaging in input foreclosure, e.g. by stopping  to supply all or some of 
CME’s channels to PPF’s downstream rivals or by increasing the prices or degrading 
the quality of the channels. Furthermore, even if the merged entity were to engage in 
input foreclosure, such a strategy would not have a significa nt detrimental effect on 
competition.  
(A) Ability to engage  in input foreclosure  
(179)  CME holds a [30-40]% audience share in the general entertainment segment, [30-
40]%  audience share in the FTA general entertainment sub -segment, [30-40]%  
audience share in the basic pay TV general entertainment sub -segment and [30-40]%  
audience share in the FTA film channels sub -segment in Czechia.  
(180)  The Commission notes that in the overall market for the wholesale supply of TV 
channels and all other plaus ible segments, CME’s audience share remains below 
30%.  In particular, in the segment for pay TV sports channels, CME has a market 
share of [10-20]% by revenues and [5-10]% by audience.  Even  if PPF’s captive 
sports channels were included, the Parties combin ed market share would remain 
below 30% both by revenues ([20-30]%) and by audience  ([5-10]% ). As for the sub -
segment for basic pay TV sports channels, CME has a market share of [20-30]% by 
revenues and [5-10]% by audience.  
(181)  In respect of the merged entity’s  ability to engage in input foreclosure, respondents 
to the market investigation consider that CME holds a leading market position and 
“must have ” channels, which are important inputs to compete.98 This is particularly 
true with respect to Nova, which is a general entertainment channel and the channel 
generating the most audience out of CME’s portfolio, with a [20-30]% audience 
share among all FTA and basic pay TV channels.  
(182)  Additionally, several respondents considered CME’s sports channels, Nova Sport 1 
and Nova Sport 2, as important input s to compete,  in particular for suppliers of retail 
pay TV services. They submitted that, due to the importance of FTA distribution in 
Czechia, pay TV distributors rely on content, and in particular sports channels, to 
attract customers and distinguish themselves from competitors.99  
(183)  Moreover, most respondents to the market investigation submitted that the y had no 
alternatives to  CME’s channels. For CME’s  main channel,  Nova,  this is due to the 
level of  its audience share ; for CME’s sports channels, respondents consider that 
                                                 
97  Form CO, paragraphs 701 et seqq.  
98  Replies to Questionnaire  Q3 to distributors, questions 20 and 20.1.  
99  Replies to Questionnaire  Q3 to distributors, questions 20 and 20.1.  
 
47 there would be no alternatives with a similar quality of content.100 Therefore, most 
respondents to the market investigation considered their bargaining position to be 
low when licensing TV channels from CME.101 
(184)  In order to assess whether Nova on the one hand, and Nova Sport 1 and Nova Sport 
2 on the other, should be considered as particularly important for distributors of AV 
services, more than their audience share would suggest, the Commission requested 
the Parties to provide viewer shares based on different parameters.102 Table 19 
summarizes such information in relation to the total viewing, continuous viewing 
and prime time viewing of C ME's channels and their closest competitors in Czechia.  
Table 19: Viewersh ip data of FTA/basic pay TV channels  in Czechia (2019, 4+)  
 All 
Day 
Total 
time 
30 
min.  N All Day  
Total 
time 180 
min.  N All Day  
Continuous 
time 30 
min.  N All Day  
Continuous 
tome 180 
min.  N Prime time  
Continuous 
time 30 min.  N Prime time  
Continuous 
time 180 min.  N 
CME  […] 1 […] 1 […] 1 […] 2 […] 1 […] 1 
CT […] 2 […] 2 […] 2 […] 1 […] 2 […] 2 
Prima  […] 3 […] 3 […] 3 […] 3 […] 3 […] 3 
Barrandov  […] 4 […] 4 […] 4 […] 4 […] 4 […] 4 
AMC  […] 5 […] 5 […] 5 […] 5 […] 5 […] 5 
Stanice O  
(Očko 
Music 
Channels)  […] 6 […] 6 […] 6 […] 6 […] 6 […] 6 
Source: Form CO, Table 124.  
(185)  The Commission notes that despite CME’s strong 2019 all day audience share 
position for FTA/basic pay TV channels, different viewership metrics described in  
Table 19 show that CME’s position remains comparable to those of CT’s and 
Prima’s channels , which rank second and third . 
(186)  With regard to the general entertainment channels , the data provided by the Parties 
confirm s that CME ’s general entertainment channels account t ogether for [20-30] of 
the total audience share, while CT’s general entertainment channels account for [20-
30] and Prima’s channels for [10-20] of the total audience share. Moreover, CME’s 
                                                 
100  Replies to Questionnaire  Q3 to distributors, questions 26  and 2 6.1. 
101  Replies to Questionnaire  Q3 to distributors, questions 2 2 and 2 2.1. 
102  In line with M.8861 – Comcast/Sky  and M.7194 - Liberty Global/Corelio/W&W/De Vijver Media , the 
Commission requested viewership data based on (i) total viewing time per month, (ii) continuous viewing 
time per month and (iii) prime time viewing time per month . For each (i), (ii) and (iii), the Parties 
submitted data for (a) 6 minutes, (b) 30 minutes, (c) 60 minutes, (d) 180 minutes. Table 19 presents a 
summary of the data provided.  



 
51 (193)  In addition, one competitor indicates that PPF currently does not sub -licence its TV 
channels to other distributo rs, which raises concerns that this practice will continue 
post-transaction and will extend to CME.  
(194)  The Notifying Party argues that it will lack the incentive to foreclose competing pay 
TV operators from CME’s TV channels in general, and sports channels in  particular. 
It has submitted economic studies assessing the risk of  (i) total and (ii) partial 
foreclosure of CME’s channels in general, as well as (iii) CME’s sports channels in 
particular.106  
(195)  As concerns the  total foreclosure of CME’s Nova channels ,107 the study assess es 
whether the merged entity would have an incentive to stop distributing CME ’s Nova 
channels on rival p ay TV platforms.  The study assesse s different scenarios 
(foreclosure of individual pay TV retailers; foreclosure of all pay TV retailers 
combined , foreclosure of both DTT and rival pay TV platforms ) and finds that, 
under any conceivable strategy, additional retail profits would not suffice to offset 
carriage  and advertising  losses . This is because CME’ s profitability relies  
significantly  on advertising revenues . Therefore, CME has a strong economic 
incentive to maximize the reach of its channels, an incentive which will not change 
post-Transaction.  If the merged entity would engage in total input foreclosure, it 
would thus lose a signific ant amount of advertising revenues and carriage fees, due 
to O2’s limited downstream footprint. On the other hand, the merged entity’s 
increase in ret ail profit would be limited due to  the fact that not all customers would 
switch distributor s, and even tho se who would  all not switch to O2.108 
(196)  In respect of  partial foreclosure  of CME’s Nova channels109 in the form of  higher 
carriage fees or generally degraded  commercial conditions  imposed on competing  
TV retailers , the study posits that the  merged entity  may internalise the possibility 
that a blackout of CME’s channels on rival TV platforms resulting from a refusal of 
the merged entity’s proposed terms would  have a profit -enhancing effect on O2’s 
retail TV business, thus making such  blackout s less costly for the merged entity. 
However, despite the merged entity’s improved ability to threaten blackouts, t he 
study finds  that, due to O2’s limited downstream footprint and the limited number of 
expected diversion in favour of  O2 following a blackout of CME’s ch annels110, the 
merged entity’s bargaining position would not materially improve post -Transaction.   
(197)  Finally, in relation to CME’s sports channels ,111 the study finds  that, in light of those 
channels ’ low audience shares, end -customers could not be expected to switch 
distributor s following a blackout. As a result, t he merged entity would expect to lose 
carriage fees without any significant gains to be expected on the retail side. As for 
partial foreclosure, the study found that CME’s bargaining position would no t 
materially change post -Transaction and that in any event, the effects on retail prices 
                                                 
106  Form CO, Annexes 31 and 32; the Parties’ reply to RFI 9, Annex 1.  
107  Form CO, Annex 31.  
108  The study assessed the possible churn based on a TNS survey commissioned by CME in 2015. It assessed 
the diversion ratios to other distributors using their market shares as a proxy.  
109  Form CO, Annex 32.  
110  The study assessed the possible churn based on a TNS survey commissione d by CME in 2015. It assessed 
the diversion ratios to other distributors using their market shares as a proxy.  
111  The Notifying Party’s reply to RFI 9, Annex 1.  
 
52 would be even lower than in the case of a partial foreclosure of all of CME’s 
channels.  
(198)  With regard to CME’s sports channels in particular, the Notifying Party also 
submitted that “ the Nova sport channels do not hold highly attractive rights and are, 
therefore not valuable as captive production alongside the more valuable sports 
content O2 already broadcasts on its O2 sports c hannels”.112 
(199)  A number of PPF’s internal docume nts support the Notifying Party’s claim that the 
merged entity would have no incentive to engage in input foreclosure. In particular, 
in a presentation for financing banks regarding  the Transaction  from  September 
2019113 and a l ender presentation regarding t he loan for the Transaction from 
October 2019114, PPF has consistently presented long -term plans to its lenders that 
are based on a wide distribution of CME’s channels. PPF’s long term planning  relies 
on the growth of CME’s advertising revenues and carriage fees revenues in the 
coming five years.115 PPF’s financial forecasts therefore assume that  the merged 
entity will continue to ensure a broad distribution of CME’s main channel Nova, 
which accounts for most of CME’s advertising revenues, as well as of Nova’s sports 
channels, which accounted for [confidential data regarding revenues] of CME’s 
carriage revenues in Czechia in 2019.  
(200)  With regard to the increase in carriage fees in particular, the Commission notes that 
given the low audience shares of CME’s sports c hannels and the type of content they 
broadcast, any increase in carriage fees is unlikely  without a service in return ( such 
as an increase in quality and /or the offer of ancillary rights) . Therefore , absent other 
evidence, the  Commission considers that an y increase in carriage fees  would not 
result from the implementation of a foreclosure strategy.  
(C) Impact on effective  competition  of input foreclosure  
(201)  Regardless of whether the merged entity has either the ability or the incentive to 
foreclose competing downs tream rivals with regard to the supply of TV channels, 
the Commission does not consider that such a strategy would have an impact on 
competition.  
(202)  As detailed above in paragraphs (144)  to (158) , there are several providers of FTA 
and basic pay TV channels that compete with CME’s channels and will re main 
active post -Transaction. In particular with regard to CME’s sports channels, even if 
the merged entity were to adopt a foreclosure strategy, downstream rivals would 
continue to have access to sufficient alternative sports channels .  
(203)  As for a partial f oreclosure strategy, the Commission notes that CME’s carriage fees 
represent a small amount of the overall carriage fees payed by TV distributors. 
Moreover, carriage fees payed by TV retailers are relatively small when compared to 
the level of retail TV fe es. Even if the merged entity would decide to increase 
carriage fees, it is unlikely that downstream rivals would be significantly impacted 
and unable to compete effectively post -merger.  
                                                 
112  The Notifying Party’s reply to RFI 9, Annex 1, page 9.  
113  Form CO; Annex 4.  
114  Form CO, Anne x 5. 
115  Form CO, Annex 4, slides 97, 103, 104, and Annex 5, slide 30.  
 
53 5.3.2.3. Conclusion  
(204)  In light of the above, the Commission considers that the T ransaction does not give 
rise to serious doubts with regard to its compatibility with the internal market as a 
result of input foreclosure effects to the detriment of competing providers of retail  
AV services in Czechia . 
5.3.3.  Customer foreclosure relating to the wholesale supply of TV channels and the retail 
supply of AV services in Czechia  
(205)  The Transaction combines CME’s activities as a TV broadcaster with PPF’s 
downstream activities as a pay TV retailer in Czechia.  
(206)  According t o the Non -Horizontal Merger Guidelines, a downstream firm being part 
of a vertical merger may refuse to buy inputs from its rival input suppliers as a result 
of the Transaction. This incentive to foreclose access to customers downstream may 
result from the  vertical integration of an upstream supplier with an important 
customer downstream. Due to its downstream presence, the merged entity may 
foreclose its upstream rivals’ access to an important customer base. In turn , this can 
inhibit upstream rivals to eff ectively compete.116 
(207)  The Commission has assessed the risk of the following types of customer foreclosure 
strategies in Czechia: (i) complete foreclosure of rival TV broadcasters through the 
denial of access to PPF’s downstream distribution platform; and (ii)  partial customer 
foreclosure of rival TV broadcasters through for instance a degradation of the quality 
of the viewer experience for competing channels of PPF’s platform or through a 
reduction in carriage fees.  
5.3.3.1. The Notifying Party’s view  
(208)  The Notifying Par ty submits that, post -Transaction, it would have neither the ability 
nor the incentive to foreclose the Target’s competitors in the market for the 
wholesale supply of TV channels in Czechia.  
(209)  As regards ability, the Notifying Party submits that PPF’s position on the market for 
the retail supply of pay TV services is relatively low. The number of end users that 
watch TV over the Notifying Party’s IPTV platform is not large enough to enable 
PPF p ost-Transaction to successfully pursue a customer foreclosure strategy.117 
(210)  As regards incentives, the Notifying Party argues that a customer foreclosure 
strategy would not be profitable, because it would lose customers and not be able to 
compensate the losse s at retail level with potential gains at wholesale level.118 
5.3.3.2. The Commission’s assessment  
(211)  The Commission considers that a potential customer foreclosure strategy is unlikely 
to have an adverse impact on the downstream markets of the wholesale supply of TV 
channels and the retail supply of AV services for the following reasons.  
                                                 
116  Non-Horizontal Merger Guidelines, paragraph 58.  
117  Form CO, paragraphs 706 et seq.  
118  Form Co, paragraph 708.  
 
54 (A) Ability to engage in customer foreclosure  
(212)  The Commission considers that the merged entity would lack the ability to engage in 
total or partial customer foreclosure to the detriment of c ompeting TV broadcasters.  
(213)  At the outset, for customer foreclosure to be a concern, the Transaction must involve 
a company with a significant degree of market power as a customer on the 
downstream market.  
(214)  Downstream, PPF is active as a pay TV operator and had a market share of [20-30]% 
by number of connected households on the segment for the retail supply of pay TV 
services in Czechia in 2019. In a potential sub -segment for the supply of linear pay 
TV services, its market share was of [10-20]% by number of connected 
households .119 The Commission therefore considers that the merged entity does not 
have a significant degree of market power as customer of wholesale TV channels  in 
Czechia . 
(215)  The merged entity has higher market shares on the potential  sub-segment of the retail 
market for supply of AV services through IPTV technology. On this sub -segment, 
PPF had a [70-80]% market share in 2019.  However, this does not translate into 
significant market power as an acquirer of TV channels, since IPTV operators are 
only a  category of potential customers of TV channels in Czechia. In fact, the 
Commission notes that in Czechia  in 2019, the main distribution technologies were 
DTT (with a 52% share), satellite (with a 22% share) and cable (with a 16% share), 
while IPTV had only a share of 11%.120 The TV channels of all major TV 
broadcasters (i.e. CME, CT, Prima and Barrandov) were shown on all types of 
distribution technologies (i.e. DTT, satellite, cable and IPTV).121 
(216)  The majority of respondents to the market investigation confirmed that PPF has a 
“normal ” bargaining position when  negotiating to acquire distribution rights for  TV 
channels.122 Moreover, the majority of respondents to the market investigation does 
not consider that the merged entity would  likely  stop licensing TV channels from 
third parties or degrade the terms and conditions of the acquisition of TV channels 
from third p arties post -Transaction.123 
(217)  However, a few respondents were concerned that the merged entity might stop 
acquiring certain TV channels from competing TV broadcasters or that it could 
degrade the terms on which it would acquire third party TV channels (e.g. , by 
negotiating lower carriage fees or offering worse EPG slots).  
(218)  In this regard, the Commission notes that PPF must comply with the terms of 
existing distribution agreements with TV broadcasters. These agreements would 
                                                 
119  In the potential sub -segment for non -linear pay TV services, PPF’s  market share did not exceed [5-10]% 
by number of connected households . However, suppliers of non -linear pay TV services do not acquire TV 
channels, and are therefore not a relevant customer group for TV broadcasters.  
120  Form CO, paragraph 916.  
121  Form CO,  paragraph 230 and Table 19.  
122  Replies to Questionnaire  Q2 to broadcasters, questions 12 and 12.1.  
123  Replies to Questionnaire  Q2 to broadcasters, questions 13 and 14. 
 
55 limit the merged entity to engage in t otal or partial input foreclosure before the end 
of their validity, which in most cases [confidential business information] .124  
(219)  In addition, the merged entity’s ability to offer worse EPG slots is also limited to 
some extent. While the Commission notes that  there is no EPG regulation in 
Czechia, the merged entity’s ability to arbitrarily alter the listing of the channels is 
limited by non -discrimination clauses in current distribution agreements.  
(B) Incentive to engage in customer foreclosure  
(220)  The Commission als o considers that the merged entity would not have the incentive 
to engage in total or partial foreclosure, for the following reasons.  
(221)  The Commission notes that pay TV providers have to offer a diverse portfolio of 
channels in order to maximise their attrac tiveness for a large number of viewers. The 
risk of a broad foreclosure strategy not targeting closely competing channels with 
CME’s channels, but including also channels that are not close competitors, can 
therefore be excluded from the outset.  
(222)  The Commis sion considers that potential targets of a total or partial foreclosure 
strategy could be CT and Prima, who closely compete with CME in the supply of 
general entertainment channels, as well as Eurosport and AMC, which closely 
compete with CME in the supply  of sports channels (in addition to CT).  
(223)  With regard to the general entertainment channels , the Commission notes that PPF 
has licensed general entertainment  channels from different broadcasters, including 
CME, CT and Prima in the past. These channels all b elong to a standard basic pay 
TV package, which is expected by customers. There is no indication that PPF would 
have the incentive to drop competing general entertainment channels from its 
offering post -Transaction . Moreover, given that CME’s main channel was already 
the one with the largest audience share pre -Transaction, the Commission considers 
that PPF’s incentives for the allocation of EPG slots would not change.  
(224)  With regard to sports channels , the Commission notes that, as discussed above, 
already pre-Transaction, PPF produced three own sports channels, in which it 
bundled a number of attractive sports rights. Nevertheless, it still purchased sports 
channels from competitors.125 The change brought about by the Transaction is the 
addition of CME’s spor ts channels. Given the fact that CME’s sports channels have 
a relatively small combined audience share of [0-5], the Commission considers that 
the addition of CME’s sports channels will not materially change the incentives of 
the merged entity to acquire c ompeting sports channels in comparison to the 
situation pre -merger.   
(225)  Moreover, the Notifying Party has submitted streaming measurements  on the 
popular ity of  sport programs streamed on its IPTV platform. Besides its own 
channels, CT Sport and Eurosport  offered the most attractive content, while CME’s 
channels were not even present in the top 15.126 The merged entity would therefore 
                                                 
124  The Notifying Party‘s reply to RFI 12, question 4.  
125  Form CO, paragraph 213.  
126  Reply of the parties to RFI 11, Annex 1.  
 
56 have an incentive to continue to license third party sport channels that provide 
content which is attractive for viewers, in order to avoid the risk of customer churn.  
(226)  Additionally, the Commission notes that a foreclosure strategy would likely not be 
profitable, given that  the merged entity’s forecasted downstream loss es per customer 
would exceed the forecasted  revenue gains per  viewer.127 
(C) Impact on effective competition of customer foreclosure  
(227)  The Commission considers that, regardless of whether the merged entity would have 
the ability or incentive to engage in customer foreclosure, any such strategy would 
not have any effects  on competition in the upstream market for the wholesale supply 
of TV channels in Czechia. This is because , as discussed above, IPTV is only one of 
a number of distribution technologies available in Czechia  and reaches only 11% of 
the connected households.  Com peting TV broadcasters would therefore not only 
have alternative suppliers of IPTV services to turn to, such as UPC (Vodafone) and 
T-Mobile Czechia, but also a number of alternative distributors using other types of 
technologies  and offering a sufficiently  wide coverage in Czechia . 
(228)  Finally, in the event that the merged entity would be able to negotiate reduced 
carriage fees, this would reduce its marginal costs per customer and, if passed 
through, would lead to lower retail TV fees to the benefit of consume rs. 
5.3.3.3. Conclusion  
(229)  On the basis of the paragraphs  (211)  to (228)  above , the Commission considers it 
unlikely that any potential foreclosure of competitors in the upstream market would 
have an adverse impact on the downstream markets and would therefore be 
detrimental to consumers.  
5.3.4.  Input foreclosure relating to the s ale of TV advertising space and the  retail supply of 
AV and telecommunications services  in Czechia, Slovakia and Bulgaria  
5.3.4.1. Introduction  
(230)  The Transaction combines  CME’s upstream activities as a suppl ier of TV 
advertising space and PPF’s downstream activities as a supplier of retail AV and 
telecommunications services in Czechia, Slovakia and Bulgaria. TV advertising 
provides a medi um through which suppliers of retail AV and telecommunications 
services can promote their products and services. The Commission therefore 
considers that TV advertising space is an input for the supply of such services.  
(231)  The Commission has assessed whether the merged entity would have the ability and 
incentive to foreclose downs tream competitors from the supply of TV advertising 
space on CME’s channels, by either denying them access to TV advertising space or 
by offering better terms and conditions for the supply of TV advertising space to its 
own subsidiaries than to its competi tors, and whether such a strategy would have an 
impact on effective competition in the downstream markets in Czechia, Slovakia and 
Bulgaria . 
                                                 
127  Reply of the parties to to RFI 11.  
 
57 5.3.4.2. The Notifying Party’s view  
(232)  The Notifying Party argues that CME’s advertising inventory does not constitute an 
impor tant input for suppliers of retail AV and telecommunications services. This is 
because the acquisition of TV advertising space does not represent an important cost 
factor for these retailers. Moreover, competing retailers could switch to alternative 
suppli ers of TV advertising space or also use other means of advertising, in 
particular online advertising.128 
(233)  As regards the ability to engage in input foreclosure, the Notifying Party argues that 
in each Member State, there are alternative TV channels with suffi cient inventory 
and reach to which downstream competitors could switch. In Czechia, this would be 
the channels of Prima and CT, in Slovakia the channels of JOJ and RTVS and in 
Bulgaria the AMG and BNT channels. Moreover, the Notifying Party argues that an 
input foreclosure strategy would merely realign purchase patterns among competing 
firms.129 
(234)  As regards  the incentive to engage in input foreclosure, the Notifying Party argues 
that a total or partial input foreclosure strategy would not be profitable for the  
merged entity. The loss of advertising revenues would not be offset by increased 
sales of PPF’s subsidiaries on the downstream markets.130 
(235)  Finally, the Notifying Party argues that a potential input foreclosure strategy would 
not have any impact on the downs tream competitor’s ability to compete effectively. 
This is supported by the fact that only few of PPF’s competitors currently purchase 
TV advertising space from CME in each of Czechia, Slovakia and Bulgaria.131 
5.3.4.3. The Commission’s assessment  
(A) Ability to engage i n input foreclosure  
(236)  As set out in Tables 6, 13 and 14 , the Commission notes that the Parties  had a 
combined market share of < [50-60]% in Czechia, [60-70]% in Slovakia and [50-
60]% in Bulgaria on the market for the sale of TV advertising space in 2019.  
(237)  Despite its high market shares, the Commission considers that the merged entity will 
not have the ability to engage in total or partial input foreclosure , for the following 
reasons.  
(238)  Firstly, the market investigation confirmed that the acquisition of TV adv ertising 
space represented less than 10% of the cost for the supply of retail AV and 
telecommunications services.132 More precisely, t he Parties estimate  that the 
acquisition of TV advertising space represents less than [confidential financial 
information] of the total costs of PPF’s competitors in telecommunications 
                                                 
128  Form CO, paragraphs 718 -720, 740 -742, 758 -761, 777 -780, 796 -799. 
129  Form CO, paragraphs 722, 763, 781.  
130  Form CO, paragraphs 724 -728, 746 -748, 765 -766, 783 -785, 802 -804. 
131  Form CO, paragraphs 729 -730, 749 -750, 767 -768, 786 -787, 805 -806. 
132  Replies to Questionnaire  Q3 to distributors, questions 31 and 31.1; replies to Questionnaire Q4 to 
purchasers of TV advertising space, questions 11 to 11.2.  
 
58 services .133 Given that these costs represent the acquisition of TV advertising space 
on several channels, t he Commission considers that the absence of such advertising 
space on CME ’s channels alon e is unlikely to  materially affect  the production of 
retail A V or telecommunications services, or render ineffective the sale of such 
products to end users.  
(239)  Secon dly, the results of the market investigation did not indicate that retail AV and 
telecommunic ations operators purchase advertising space from CME ’s channels in a 
significant or exclusive manner, which particularly distinguished CME’s channels  
from other TV channels or means of advertising. As the results of the market 
investigation indicated, TV d istributors and telecommunications operators appear to 
invest in advertising in several media134 and, with regard to TV advertising space, 
they purchase from several TV channels, including, but not only, from CME , in 
order to reach  as many viewers as possible.135 Therefore, the advertising space 
available through CME  does not appear to  distinguish itself  from advertising 
possibilities offered by other TV channels or other advertising venues.  
(240)  Thirdly, t he Commission notes that , in practice , CME has sold TV advertising space 
only to a limited number of AV and telecommunications services retailers in Czechia  
in 2019 . This indicates that advertising on CME’s TV channels is not a pre -requisite 
for being a competitive supplier of retail AV and telecommunicatio ns services.   
(241)  In Czechia, CME sold TV advertising space to only two competitors of PPF: T -
Mobile (a telecommunications operator) and Skylink (a supplier of pay TV services). 
The combined spending of these two customers amounted to approximately 
[confidenti al financial information]  in 2019 , corresponding to [confidential financial 
information]  of the Czech TV advertising market .136 
(242)  In Slovakia, CME sold TV advertising space to PPF’s two main competitors in the 
market for the retail supply of mobile telecommuni cations services, Orange 
Slovensko and Slovak Telekom, but not to PPF.  The combined spending of these 
two customers amounted to approximately EUR [confidential financial information]  
in 2019, or approximately [confidential financial information]  of the TV advertising 
market in Slovakia.137 
(243)  In Bulgaria, CME sold TV advertising space to all three suppliers of retail mobile 
telecommunications services (i.e. PPF, A1 (Mobitel) and Vivacom). However, these 
mobile telecommunications operators purchased limited amoun ts of CME’s TV 
advertising inventory.138 
(244)  Fourthly , in each of Czechia, Slovakia and Bulgaria , at least one other major supplier 
of TV advertising space, with a comparable offer of TV channels and a comparable 
reach  will remain , as well as multiple smaller, c redible suppliers . 
                                                 
133  The Parties’ reply to RFI 12 , question 1a(i).  
134  Replies to Questionnaire Q3 to distributors, questions 29 and 29.1; replies to Questionnaire  Q4 to 
purchasers of  TV advertising space , questions 9.4 and 11.1.  
135  Replies to Questionnaire Q3 to distributors, question 30.  
136  Form CO, paragraph 720; the Parties’ reply to RFI 12, question 1a(i).  
137  The Parties’ reply to RFI 10, question 1.  
138  Form CO, paragraph 780.  
 
59 (245)  In Czechia, the merged entity’s main competitor is Media Club, a media agency 
selling the TV advertising inventory of the Prima and TV Barrandov channels, 
among others, with a market share of [30-40]%. Additionally, the public broadcaste r 
CT is also active on the market, though to a more limited extent with a market share 
of [5-10]%. 
(246)  In Slovakia, the merged entity’s main competitor is the JOJ Group, with a market 
share of [30-40]%, followed by the public broadcaster RTVS with a market share of 
[5-10]%. 
(247)  In Bulgaria, the merged entity’s main competitor is the Nova Group (which is not 
part of the Target), with a market share of [40-50]%, followed by BNT with a market 
share of [0-5]%. 
(248)  Fifthly , the majority of respondents  to the market investigation considered that CME 
does not have a significant bargaining position when negotiating the sale of TV 
advertising space.139 The large majority of respondents to the market investigation  
did not c onsider it likely that the merged entity would stop selling TV advertising 
space to competing suppliers of AV and/or telecommunications services.140 A 
number of respondents confirmed that there would be sufficient alternatives on the 
TV advertising market.141  
(249)  Sixth ly, the market investigation was inconclusive as to whether the merged entity 
would be able to offer better terms and conditions to its own subsidiaries th an to 
competing third parties. Some respondents submitted that the merged entity would 
have the  ability to engage in partial input foreclosure, due to its market power, as 
well as the fact that advertising contracts are typically of one year duration.142 Other 
respondents pointed to the very limited usage of CME’s channels by 
telecommunications compan ies.143 
(250)  Finally , the Commission notes that in each of Czechia, Slovakia and Bulgaria , the 
Notifying Party’s ability to engage in input foreclosure is limited by the fact that the 
vast majority  of customers negotiate the terms and conditions and buy TV 
advert ising space through media agencies or other intermediaries, and not directly 
with the suppliers of TV advertising space.144 Although media agencies do not 
acquire advertising space in bulk, they handle and affect the negotiations with the 
suppliers of advert ising space. Thus , media agencies potentially have a higher buyer 
power, since they are able to leverage the combined purchasing power of their 
customers.  Moreover, CME’s current pricing strategy is set by uniformly applicable 
                                                 
139  Replies to Questionnaire  Q3 to distributors, questions 33 and 33.1; replies to Questionnaire  Q4 to 
purchasers o f TV ad vertising space, questions 13 and 13.1.  
140  Replies to Questionnaire  Q4 to purchasers of TV ad vertising space, question 14.  
141  Replies to Questionnaire Q3 to distributors, questions 33.1 -34.1Questionnaire.  
142  Replies to Questionnaire  Q3 to distributo rs, questions 3 5 and 35 .1; replies to Questionnaire  Q4 to 
purchasers of TV ad vertising space, questions 15 and 15.1 . 
143  Replies to Questionnaire  Q4 to purchasers of TV ad vertising space, question 15.1 . 
144  Form CO, paragraph 903 ; replies to Questionnaire  Q4 to purchasers of TV ad vertising space, questions 
13.1: About [confidential financial information] of CME’s customers purchase advertising space through 
media agencies, cf.  the Parties’ reply to RFI 12, question 1a(iii) . 
 
60 station policies, which do no t differentiate  customers according to the  industry in 
which the y are active.145 
(B) Incentive to engage in input foreclosure  
(251)  Several  of respondents  to the market investigation  considered that the merged entity 
would have the incentive to reduce the overall TV advertising spend of its own 
subsidiaries in order to increase their competitiveness on the retail AV and 
telecommunications markets.146 
(252)  The Commission notes that a total or  partial input foreclosure strategy would likely 
be unprofitable for the merged entity. On the one hand, the merged entity would 
potentially lose revenues from TV advertising, which are the main source of 
revenues for CME’s main channels. However, the Comm ission notes that, based on 
the information provided by the Parties, suppliers of retail AV and 
telecommunications services do not appear to be important customers of TV 
advertising space on CME’s TV channels. Therefore, the los ses in advertising 
revenues resulting from an input foreclosure strategy targeted at this group of 
customers would be negligible.  
(253)  On the other hand, given the fact that the acquisition of TV advertising space 
represents only a small percentage of the total costs of the provision of r etail AV and 
telecommunications services, increase s in advertising costs by the merged entity 
would not likely materially  affect the costs of PPF’s competitors. Thus, their ability 
to compete for customers would not be substantially affected. Given the abi lity of 
the competitors to advertise on different channels and media, a potential foreclosure 
strategy would thus only have a limited impact on the profitability of PPF’s activities 
in these markets.  Potential gains on the retail AV and telecommunications markets 
would therefore  be unlikely to offset the losses in advertising revenue.  
(254)  Additionally , as discussed above in paragraph (200) , internal documents provided by 
the Parties  show that PPF’s long term planning relies on the continuous growth of 
CME’s advertising revenues .147 The merged entity therefore does not have an 
incentive to foreclose customers of TV advertising space. Should it either stop 
supplying TV adverti sing space to downstream competitors or offer TV advertising 
space on better conditions to PPF than to other market participants, the merged entity 
would incur losses in advertising revenues that would counter its long term strategic 
plans.   
(255)  Therefore, on balance, the Commission considers that the merged entity would not 
have an incentive to foreclose competing suppliers of retail AV or 
telecommunications services.  
(C) Impact on effective competition of a potential input foreclosure  strategy  
(256)  Respondents to the market investigation provided mixed responses as to whether 
advertisers can organise effective TV advertising without access to advertising space 
on CME’s channels. While respondents pointed to CME’s strong position in each of 
                                                 
145  The Parties’ reply to RFI 12,  question 1a(iv).  
146  Replies to Questionnaire Q3 to distributors, question 35.2.  
147  The Parties’ reply to RFI 12, question 1b(i).  
 
61 Czechia, Slovakia and Bulgaria , they also acknowledged that due to the presence of 
other main channels, advertisers did have credible alternative options .148 
(257)  Respondents to the market investigation also provided mixed responses as to  
whether advertisers can reach a sufficient sha re of target audiences sufficiently 
quickly and sufficiently frequently by relying only on advertising space from TV 
channels other than CME’s channels. One respondent from Slovakia submitted that 
while major TV advertisers relied on both major TV broadcas ters when planning 
reach and frequency, smaller advertisers could effectively rely on only one TV 
group.149 
(258)  As for a partial foreclosure strategy, whereby the merged entity would offer better 
terms and conditions for the supply of TV advertising space to its own subsidiaries 
that to its retail AV and telecommunications competitors, some respondents to the 
market  investigation submitted that such a strategy could reduce sales and increase 
the churn of competing operators.150 This is because PPF could either offer its 
services at a lower price or use the sav ings on advertising spend  to invest more on  
content, thus be ing able to offer better services to end -customers.  
(259)  However, the Commission considers that , given that the merged entity would have 
neither the ability, nor the incentive to engage in a total or partial input foreclosure 
strategy , the Transaction will  not have any impact on effective competition . Firstly, 
the costs of TV advertising represent only a small amount of the total cost for the 
provision of retail AV and telecommunications services. Secondly, retail AV and 
telecommunications operators are able to compete successfully without acquiring TV 
advertising space on CME’s channels, as was the case for  several  of PPF’s 
competitors already pre -Transaction.  Retail suppliers of AV services such as UPC 
and Telly  in Czechia and important retail suppliers of tel ecommunication s services 
such as Vodafone in Czechia do not currently advertise on CME’s channels.  In 
Czechia, O2 CZ did not advertise in CME’s channels in 2017 and 2018 and only to a 
negligible extent in 2019.151 The Commission therefore considers  that the costs of 
these downstream competitors would not be raised by a potential  foreclosure strategy 
on the part of the merged entity.  
5.3.4.4. Conclusion  
(260)  In light of the above, the Commission considers that the Transaction does not give 
rise to serious doubts with regard to its compatibility with the internal market as a 
result of input foreclosure effects to the detriment of competing providers of retail 
AV and telecommunications services in Czechia , Slovakia and Bulgaria . 
                                                 
148  Replies to Questionnaire  Q2 to broadcasters, questions 24 and 24.1.  
149  Replies to Questionnaire  Q2 to broadcasters, questio ns 25  and 25.1. 
150  Replies to Questionnaire  Q3 to broadcasters, question 35.3.  
151  In 2019, O2 CZ spent only EUR [confidential financial information] on advertising on CME’s channels, 
the Parties’ reply to RFI 12, question 1a(ii).  
 
62 5.3.5.  Customer foreclosure relating to the sale of TV advertising space and the (i) retail 
supply of AV and (i) telecommunications services in Czechia, Slovakia and Bulgaria  
5.3.5.1. Introduction  
(261)  The Tr ansaction brings together CME’s upstream activities as a supplier of TV 
advertising space and PPF’s downstream activities as a supplier of retail AV and 
telecommunications services in Czechia, Slovakia and Bulgaria. PPF, as a retailer of 
TV services and a provider of telecommunication services  (mobile and fixed 
internet) , is a customer for CME’s TV advertising space in Czechia, Slovakia, and 
Bulgaria.  
(262)  The Commission has assessed whether  post-transaction PPF will have the ability and 
the incentive to  cease acquiring advertising space from CME’s rivals and only 
advertise its (i) retail TV services and (ii) its telecommunication services on CME’s 
channels , in Czechia, Slovakia and Bulgaria .  
5.3.5.2. The Notifying Party’s view  
(A) Market s for the s ale of TV ad vertising space and the retail supply of AV in 
Czechia  
(263)  The Notifying Party submits that post -transaction the merged entity is unlikely to 
engage into customer foreclosure by restricting the acquisition of advertising space 
by PPF only on CME’s channels.  
(264)  The Notifying Party will not have the ability  post-Transaction to effectively 
foreclose CME’s rivals from supplying TV advertising inventory to PPF.  When 
considering the acquisition of advertising space by retail TV services providers, PPF 
is not a sufficie ntly important advertiser because overall retail TV services providers 
are not important buyers of TV advertising inventory.  
(265)  The Notifying Party will also not have the incentive to engage in customer 
foreclosure post -Transaction.  In light of the negligible  importance of PPF as a buyer 
of TV advertising inventory, a customer foreclosure strategy would not result in any 
competitive advantage for the merged entity . 
(B) Market for the s ale of TV advertising space and the supply of telecommunication 
services  in Czechia, Slovakia and Bulgaria  
(266)  The Notifying Party submits that post -transaction the merged entity is unlikely to 
engage into customer foreclosure by restricting the acquisition of advertising space 
by PPF only on CME’s channels.  
(267)  The Notifying Party will not have the ability post -Transaction to effectively 
foreclose CME’s rivals from supplying TV advertising inventory to PPF.  When 
considering the acquisition of advertising space by telecommunication services 
providers, PPF is not a suffi ciently important a dvertiser because  provider s of 
telecommunication services are not important buyers of TV advertising inventory.  
(268)  The Notifying Party will also not have the incentive to engage in customer 
foreclosure post -Transaction.  In light of the negligible importance o f PPF as a buyer 
of TV advertising inventory, a customer foreclosure strategy would not result in any 
competitive advantage for the merged entity . 
 
63 5.3.5.3. The Commission’s assessment  
(269)  The Commission considers that a potential customer foreclosure strategy is unlikely 
to have an adverse impact on the market for the sale of advertising space for the 
following reasons.  
(270)  As set out above  under paragraph (213) , for customer foreclosure to be a concern, 
the Transaction must involve a company with a significant degree of market power 
as a customer on the downstream market.  
(A) Market for the s ale of TV advertising space and the retail supply of AV in 
Czechia  
(271)  The majority of th e respondents to the market investigation  did not raise any 
concerns  with regard to potential customer foreclosure vis -à-vis CME’s rivals in the 
market for the sale of advertising space.  Only one respondent to the market 
investigation raised the issue that  post-transaction PPF would cease acquiring 
advertising space from CME’s rivals.152  
(272)  The C ommission considers that the merged entity will lack the ability  to engage in 
customer foreclosure because PPF  (both as a group and  as a retail TV provider ) is 
not an important acquirer of advertising space. In 2019,  O2 spent a total of approx. 
EUR [confidential financial information] on TV advertising in Czechia for the 
advertising of its entire portfolio, not just for retail AV services , and about 
[confiden tial financial information] for advertising in Czechia across all of PPF’s  
subsidiaries.153 Compared to the total size of the market for TV advertising 
inventory, these sales only accounted for approx. [confidential financial 
information] , which is insuffici ent to enable successful customer foreclosure.  
(273)  Similarly, the Commission considers that the merged entity will also lack the 
incentive  to engage in customer foreclosure because it would not result in any 
competitive advantage for the Parties. In light of t he limited importance of PPF as a 
buyer of TV advertising inventory for its AV offering, a customer foreclosure 
strategy could result in additional costs as PPF may have to change its advertising 
campaigns, abandon its advertising contracts, or forego volu me discounts. Given the 
absence of any benefits stemming from this strategy, the Notifying Party would have 
no incentive engage in such a strategy.  
(274)  With regard to the effects of a potential customer foreclosure strategy, the 
Commission considers that the m arket for advertising space would not be impacted 
by such a strategy on the part of PPF.  PPF’s modest share of spending in advertising 
compared to the overall market and the existing demand for advertising space by a 
large number of customers would  render any customer foreclosure effort ineffective.  
(B)  Market for the s ale of TV advertising space and the supply of 
telecommunication services  in Czechia, Slovakia and Bulgaria  
(275)  The result s of the market investigation did not point to a customer foreclosure 
concern in Czechia and Slovakia where O2 is a telecommunication services 
                                                 
152  Replies to Questionnaire Q2 to broadcasters, questions 23 -27. 
153  Reply of the parties to RFI 12, question 2a.  
 
64 provider. In Bulgaria, a concern has been raised that Telenor  (PPF’s 
telecommunication services provider ) could potentially use exclusively CME’s 
advertising space for its advertising needs.154  
(276)  The Commission considers that the merged entity will lack the ability  to engage in 
customer foreclosure because PPF  (both as a group and  as a telecommunication 
services provider ) is not an important acquirer of advertising space. In 2019,  PPF’s 
subsidiaries spent a total of EUR [confidential financial information] on TV 
advertising space in Czechia.155 Compared to the total size of the market for TV 
advertising inventory, these sales only accounted for approx. [confidential financial 
information] , which, as indicated above, is insufficient to enable successful customer 
foreclosure.  Similarly , in Slovakia , O2’s spending  on TV advertising  amount ed to 
approximately EUR [confidential financial information] . PPF spent about EUR 
[confidential financial info rmation] for advertising in Slovakia across all of its 
subsidiaries.156 These sales only accounted for approximately [confidential financial 
information] of the total size of the market for TV advertising inventory.  . Lastly, in 
Bulgaria, Telenor Bulgaria sp ent a total (on the entire product portfolio – not just for 
retail telecommunication services) of approx. EUR [confidential financial 
information]  on TV advertising in Bulgaria. These sales only accounted for 
approx imately [confidential financial informati on] the total size of the market for TV 
advertising inventory.  
(277)  Similarly, the Commission considers that the merged entity will also lack the 
incentive  to engage in customer foreclosure because it would not result in any 
competitive advantage for the Parties. In light of the negligible importance of PPF as 
a buyer of TV advertising inventory in relation to its telecommunication services, a 
customer forec losure strategy could result in additional costs as PPF may have to 
change its advertising campaigns, abandon its advertising contracts, or forego 
volume discounts. Given the absence of any benefits stemming from this strategy, 
the Notifying Party would ha ve no incentive engage in such a strategy in any of 
Czechia, Slovakia or Bulgaria.  
(278)  With regard to the effects of a potential customer foreclosure strategy, the 
Commission considers that the market for advertising space would not be impacted 
by such a strat egy on the part of PPF. PPF’s low spending in advertising compared 
to the overall market and the existing demand for advertising space by a large 
number of customers would render any customer foreclosure effort ineffective.  
5.3.5.2. Conclusion  
(279)  In light of the above , the Commission therefore concludes that the Transaction does 
not raise serious doubts as to its compatibility with the internal market in relation to 
full or partial customer foreclosure in Czechia, Slovakia, and Bulgaria on the vertical 
relationship bet ween the sale of advertising space by CME and the provision of (i) 
retail TV services and (ii) telecommunication services by PPF.  
                                                 
154  Replies to Questionnaire Q2 to broadcasters, questions 23 -27. 
155  Reply of the parties to RFI 12, question 2a. Among the subsidiaries, O2 accounted with EU R [confidential 
financial information]  for the largest amount spent on TV advertising, while other subsidiaries (Zonky, 
Air Bank, Home Credit, Mall Group and Heureka) spent between EUR [conf idential financial 
information].  
156  Reply of the parties to RFI 12 , question 2a.  
 
65 6. CONCLUSION  
(280)  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-Presid ent