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,  29.10.2021  
C(2021) 7963 final  
PUBLIC VERSION 
 
EC Investments a.s. 
Pařížská 130/26 
Josefov, 110 00 Prague 1 
Czech Republic  
 
Bonak a.s.  
Evropská 2690/17  
Dejvice, 160 00 Prague 6 
Czech Republic  
Subject : Case M.10364 - ECI / BONAK / FAST GROUP  
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 27 September 2021, the Commission recei ved notification of a  concentration 
pursuant to Article 4 of the Merger Regulation, which would result from a propos ed 
transaction by which EC Investments a.s. (‘ECI’, incorporated in the Czech 
Republic ) and Bonak a.s. (‘Bonak’, incorporated in the Czech Republic ) intend to 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ’Merger Regulation’). With effect from 1 December 2009, the Treaty on 
the Functioning of the European Union (‘TFEU’) has introd uced certain changes, such as the 
replacem ent of ‘Community’ by ‘Union’ and ‘common m arket’ by ‘internal m arket’. The term inology of the TFEU will be used throughout this decision. 
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’). 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are shown thus […]
. Where possible the 
information omitted has been replaced by ranges of figures or a general description.
 
 
2 acquire joint control, within the meaning of Article 3(1)(b) and 3(4) of the Merger 
Regulation, over various companies incorporated in the Czech Republic, Slovakia, 
Hungary and Poland (together referred to in this Decision as the ‘Fast Group’ or ‘the Target’ )
3 by way of  a purchase of shares  (‘the Transaction’).4 In this Decision, ECI 
and Bonak are referred to as ‘the Notifying Parties ’ and are, together with the Fast 
Group, collectively referred to as ‘the Parties’ . The entity  that would result from the 
Transaction is referred to as ‘the Merged Entity’. 
1. THE PARTIES  
(2) ECI is a Czech company solely controlled by the EP Corporate Group (‘EPCG’, the 
Czech Republic ). EP CG is active in the e-commerce and wholesale sectors, 
including via the Metro Group, a specialist food and non-food wholesaler active across the EU, and in the online retail of daily consumer goods in the Czech 
Republic, via MFresh and its subsidiary Košík. Additionally, ECI jointly controls – 
together with Bonak – the Mall Group, which is primarily an e -commerce retailer in 
Central and Eastern Europe; 
(3) Bonak  is a company belonging to the PPF Group N.V. , which is an international 
investment group active global ly (‘PPF  N.V.’, the Netherlands ). PPF  N.V. controls, 
in particular, (i) the PPF Group (‘the PPF Group’, the Czech Republic ) which is 
active in the e -commerce retail sector in Central and Eastern Europe through the 
Mall Group and – among others  – (ii) the m obile operators O2 (active in the Czech 
Republic and Slovakia) and Telenor (active in Hungary, Bulgaria, Serbia and Montenegro); and 
(4) The Fast Group  is a wholesaler and retailer of consumer electronics, household  
appliances and IT and telecommunication (‘TC ’) products and other non-food 
products primarily in Central and Eastern Europe, both via brick-and-mortar shops and e-shops. Furthermore, the Fast Group  provides after -sales  repair services. 
2. T
HE CONCENTRATION  
(5) The Transaction is to be achieved by means of the execution of a share purchase 
agreement (‘SPA’) dated  9 June 2021, by which  ECI and Bonak are to acquire [...]% 
of the issued share capital of the Fast Group and each to own indirectly5 […]% of the 
shares.6 The Board of Directors of BidCo shall be composed by [shareholders’ 
nomination rights]. [Executive authority and veto rights]. 
(6) Post-Transaction, the undertakings forming the  Fast Group  will remain full-function. 
In particular, the Fast Group will continue to have sufficient resources to operate and 
                                                 
3  The Fast Group is repre sented by (i) FAST ČR, a.s., incorporated in the Czech Republic; (ii) FAST 
PLUS, a.s., incorporated in Slovakia; (iii) FAST HUNGARY Kereskedelmi Korlátolt Felelősségű 
Társaság, incorporated in Hungary; (iv) FAST POLAND sp. z o.o., incorporated in Poland, (vi) SENCOR EUROPE, spol. s r.o. incorporated in the Czech Republic; (v) Favia s r.o., incorporated in the Czech Republic; and (vi) PLANEO BETA, spol. s r.o., incorporated in the Czech Republic. 
4 Publication in the Official Journal of the European Union No  C 405, 07.10.2021, p. 5. 
5  Through the vehicle company BidCo. 
6  A minority shareholder, Rockaway (owning the remaining […]% of the issued share capital), will have 
no form of control over the FAST Group. 
 
3 expand its business activities , will cont inue to have its own management, will remain 
an independent market player and will deal with both the Notifying Parties and third 
parties based on standard commercial conditions . 
(7) In light of the above, t he Transacti on will result  in a concentration within the 
meaning of Article s 3(1)(b) and 3(4) of the Merger Regulation.  
3. UNION  DIMENSION  
(8) The Parties  have a combined aggregate world-wide turnover of more than 
EUR  5 000 million7 (ECI: EUR […]; Bonak: EUR […]; the Fast Group: EUR […]). 
Each of at least two of them has a  Union-wide turnover in excess of 
EUR  250 million  (ECI: EUR […]; Bonak: EUR […]; the Fast Group: EUR […]), 
but none of the Parties achieve s more than two-thirds of their aggregate Union- wide 
turnover within one and the same Member State.  
(9) The concentration, therefore , has a U nion dimensio n within the meaning of 
Article  1(2) of the Merger Regulation.  
4. MARKET DEFINITION  
4.1. Activities of the Parties  
(10) The Parties activities that give rise to  overlaps are (i) the procurement of electronics, 
(ii) the  whol esale and retail of electronics  and other non-food products , and (ii) the 
retail of mobile  telecommunication services . While the Notifying Parties are mainly 
online players , the Target achieves the major ity of its sales in its brick -and-mortar 
stores . 
(11) This Section examines the product and geographic market definitions  for all 
products in relation to which the Parties’ activities overlap horizontally or are 
vertically related , namely (i) the procurement of electronics, (ii) the wholesale of 
electronics, (iii) the wholesale of non-food products, (iv) the retail of electronics, 
(v) the retail of non-food products and (vi) the retail of mobile telecommunication 
services.  
4.2. Product market definition  
4.2.1. Procurement  of electronics  
4.2.1.1. The Commission’s past practice  
(12) With respect to  the procurement of electronics, the Commission’s decisional practice  
considered a possible market encompassing all types of electronics , as well as 
possible narrower segments according to product group,8 while leaving the exact 
                                                 
7  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
8  Namely, procurement of (i) brown goods  (television sets, audio equipment, and similar household 
appliances) , (ii) large domestic appliances (‘LDA’ , non- portable or semi -portable machines used for 
routine housekeeping tasks s uch as cooking, washing laundry, or food preservation ), (iii) small 
domestic appliances (‘SDA’ , portable or semi -portable machines, generally used on table- tops, counter -
 
 
4 market definition open.9 More recently, the Commission considered only one overall 
electronics procurement market encompassing all potential product segments  in a 
case concerning a referral to a national competition aut hority.10 
(13) Additionally, the Commission considered whether the procurement market includes 
solely procurement from manufacturers or also from other wholesa lers, while 
ultimately leaving th e exact market definition open.11 
4.2.1.2. The Notifying Parties’ view  
(14) The Notifying Parties submit that the procurement market should comprise all types 
of electronics, as the majority of market participants (both retailers and wholesalers) 
typically procure the entire portfolio of products.12 The Notifying Parties are also of 
the view that no distinction should be made between direct procurement from 
manufacturers and procurement from wholesalers .13 
4.2.1.3. The Commission’s assessment  
(15) The Commission considers that, consistently with its past practice, plausible relevant product markets for the procurement of electronics could encompass  all types of 
electronics , as well as possible narrower segments according to product groups . 
Besides, a further distinction based on procurement from manufacturers or 
wholesalers might be relevant.  
(16) The results of the market investigation support the fact that market participants 
procure a wide range of consumer electronics, household appliances, IT, and 
telecommunication products as opposed to individual product groups only.
14 
Additionally, t he results of the  market investigation support the fact that companies 
sourcing electronics  would generally procure  indifferently from both manufacturers 
and wholesalers.15 It is not, however, entirely possible to exclude narrower product 
markets. 
(17) In any event, the Commissi on considers that the exact product market definition can 
be left open since the Transaction does not raise serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement  under any 
                                                                                                                                                      
tops or other platforms, to accomplish a household task, and include i.a. microwave ovens, toasters, 
humidifiers, food processors and coffeemakers ), (iv) IT products (‘IT’), i.e. any computer related  
software, subscription or information technology hardware including but not limited to PC hardware, PC software, accessories and peripherals, and (v) telecommunication products (‘TC’), i.e. products that are primarily intended to fulfil or enable the function of information processing and communication by electronic means, including transmission and display, including but not limited to mobile p hones, 
tablets, wearables.   
9  See, e.g. Commission decision of 18 May 2017 in Case M.8469 -  Sonepar Italia/Sacchi, paragraph 14; 
Commission decision of 25 June 2014 in Case M.7259 - Carphone Warehouse/Dixons, 
paragraphs  26-28; Commission decision of  30 November 2006 in Case M.4392 - DSGI/FR -Invest/F -
Group JV, paragraphs  14-15. 
10  Commission decision of 26 June 2020 in Case M.9894 -  Mobilux/Conforama France, paragraphs 13- 15. 
11  Commission decision of 30 November 2006 in Case M.4392 – DSGI / FR -INVEST / FGROUP JV, 
paragraph 15.  
12  Form CO, paragraph 120.  
13  Form CO, paragraph 121.  
14  Replies to Q1 -  questionnaire to retailers in the Czech Republic, question 7.  
15  Replies to Q1 -  questionnaire to retailers in the Czech Republic, question 8.  
 
5 plausible product market definition. Under a very conservative approach, the 
Transaction will be assessed (i) b y both product groups and sub- segments thereof 
and/or (ii) distribution channels (distinguishing between procurement from 
manufacturers and from wholesalers ).  
4.2.2. Wholesale of electronics  
4.2.2.1. The Commission’s past practice  
(19) With regard to the wholesale of electronics , while leaving the exact market definition 
open, the Commission has considered separate product market s16 for (i) the 
wholesale of IT products  (e.g. PC hardware and PC software), (ii) the whol esale of 
consumer electronics (‘CE’) products  (e.g. televisions, digital projectors, microwave 
ovens, air conditioners, camcorders and digital cameras), and (iii) the wholesale of 
TC products  (e.g. mobile phones and media tablets).17 While  the Commission  
considered a possible market encompassing the wider segment of product s under the 
broader CE category, it also considered possible narrower segments based on other 
product categories, while  ultimately leaving  the exact  market  definition  open.18 
Further, i n a number of decisions conc erning primarily the wholesale  of IT/TC 
devices, while leaving the exact market definition open, the Commission considered 
separate product market s for (i) the wholesale of IT produc ts19 and (ii) the wholesale 
of TC products20, but also considered potential sub-segmentation according to even  
more narrowly defined product categories  relevant for the assessment of the merger 
in question.  
(20) With regard to product channel (or procurement), t he Commission considered in 
previous decisions whether the  markets should comprise separate markets for direct  
and indirect  sales  (i.e. sales by manufacturers and wholesalers respectively), or 
whether the direct and indirect markets should be considered as belonging  to the 
same  market . In some cases, the Commission’s market investigation provided 
support in favour of the inclusion of direct sales in the same market as indirect sales. On the other hand, in some other cases, the Commission concluded that dire ct sales 
and indirect sales might potentially belong to separate relevant product markets.
21  
                                                 
16  Please refer to FN 7 for the definition of the relevant product groups.  
17  Commission decision of 10 December 2010 in Case M.5986 - 
SCHINDLER/DROEGE/ALSO/ACTEBIS, para graphs  10-17. 
18  Commission decision of 25 June 2014 in Case M.7259 – Carphone  Warehouse/Dixons, paras.  26-28; 
Commission decision of 30 November 2006 in Case  M.4392 – DSGI/ FR-Invest/F -Group JV, 
paras.  14-15. 
19  See, e.g. Commission decision of 19 May 2008  in Case M.5099 - ARROW ELECTRONICS/LOGIX, 
paragraphs  13-22; Commission decisi on of 5 October 2007 in Case M.4868 -  AVNET/MAGIRUS EID, 
paragraphs  7-12; or Commission decision of 25 September 2008 in Case  M.5303 - ARQUES/SHC, 
paragraphs  27-30. 
20  See e.g. Commission decision of 25 September 2008 in Case M.5303 - ARQUES/SHC, 
paragraph s 31-34. 
21  See, e.g. Commission decision of 19 May 2018  in Case M.5099 - ARROW ELECTRONICS/LOGIX,  
paragraphs  14-17; or Commission decision of 5 October 2007 in Case M.4868 - AVNET/MAGIRUS 
EID, para graph 8.  
 
6 (21) Finally, when assessing  merger s concerning electronics manufacturers  (i.e. direct 
sales) , the Commission sub- segmented broader product categories  (IT, CE or TC 
products) on an individual product basis.22  
4.2.2.2. The Notifying Parties’ view  
(22) The Notifying  Parties submit that,  taking into account that the Target is a non-
specialised full -range wholesaler, the segmentation corresponding to the standard 
retail -market segmentatio n, i.e. of (i) brown goods, (ii) LDA, (iii) SDA, (iv) IT 
products and (v) TC products should be retained. According to the Notifying Parties, 
this definition should include both direct sales by manufacturers and indirect sales by 
wholesalers.23 
4.2.2.3. The Commissi on’s assessment  
(23) The Commission considers that plausible relevant product markets for the wholesale  
of electronics could be defined according to broad product categories  such as  brown 
goods, LDA, SDA, IT, TC, or sub-segments (e.g. electrical cooking pots, 
juicers/ pressers , home audio systems, tablets etc. ).  
(24) The results of the market investigation support the fact that wholesalers sell the 
whole range of products with regard to consumer electronics, household appliances, 
IT and telecommunication (or at leas t most of them24), and that retailers usually 
source from both direct and indirect sales channels.25 It is not, however, entirely 
possible to exclude narrower product markets . 
(25) In any event, for the purpose of this Decision, the Commission considers that the 
exact product market definition can be left open since the Transaction does not raise 
serious doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement  under any plausible product market definition. Under a 
conservative approach, the Transaction will  be assessed  (i) by both product groups  
and sub-segments  thereof, and (ii) distinguishing between direct/indirect sales . 
4.2.3. Wholesale of non- food products  
4.2.3.1. The Commission’s past practice  
(26) With regard to the wholesale of non-food products, t he Commission has previously 
considered markets consisting of broad product categories such as (i) the wholesale 
supply of electrical products (comprising  electrical installation equipment, conduits 
                                                 
22  Commission decision of 13 December 2018 in Cas e M.9139 - HAIER/CANDY, para graphs  6 et seq.; 
Commission decision of 19 November 2012 in Case M.6717 - Whirlpool/Alno, para graphs  12 et seq.; 
Commission decision of 7 July 2010 in Case  M.5859 - Whirlpool/Privileg Rights, para graphs  10-11; 
Commission decision of 11 November 2003 in Case M.2621 - SEB/MOULINEX, para graph 59; 
Commission decision of 21 November 2016 in Case M.8091-  SEB INTERNATIONALE/WMF 
GROUP, para graphs  31-32; Commission decision of 29 September 2009 in Case M.5421 - 
Panasonic /Sanyo.  
23  Form CO, paragraph 159.  
24  Replies to Q3 - questionnaire to wholesalers in the Czech Republic, question 6; Replies to Q4  - 
questionnaire to wholesalers in Slovakia, question 6.  
25  Replies to Q1 - questionnaire to retailers in the Czech Republic, question 4, Replies to Q2  - 
questionnaire to retailers in the Slovakia, question 4; Replies to Q3 -  questionnaire to wholesalers in the 
Czech Republic, question 3; Replies to Q4  - questionnaire to wholesalers in Slovakia, question 3.  
 
7 and cables, lighting, security products, comm unication products and tools)26 and 
(ii) the wholesale of  cookware products (comprising all non-electric kitchen 
appliances that are primarily used for cooking purposes, such as pots, pans, pressure 
cookers and woks ).27 In its previous decisional practice concerning the non-food 
retail segment, the Commission has also considered other non-food products than 
electrical and cookware products, and distinguished non-food categories by large 
product groups such as: (i) clothing and footwear; (ii) D IY, home improve ment and 
garden centres; (iii) health and beauty; (iv) toys and games; and (v) sporting goods 
and camping.28 
4.2.3.2. The Notifying Parties’ view  
(27) The Notifying Parties submit  that, consistent with  the Commission's product -based 
approach in these markets and the products procured by the Target, the wholesale of 
non-food product s can be divided into the following product type  categories  for the 
purposes of this Transaction:  (i) household goods; (ii) garden/DIY goods; 
(iii) maternity products; (iv) motor car accessories; (v) toys and games; (vi) watches 
and jewellery; (vii) sports goods; and (viii) musical instruments.29 
4.2.3.3. The Commission’s assessment  
(28) The Commission considers that, consistently with its past practice, plausible relevant 
product markets for the wholesale  of non-food products  could be defined according 
to the broad product categories  referred to in paragraph (26), but will under a very 
conservative approach also look at even narrower segments (i .e. maternity products  
and toys and games ). 
(29) In any event , for the purpose of this Decision, it can be left open whether the  market 
for the wholesale of non-food products  should be segmented  by product type as the 
Transaction does not raise  serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement under any plausible product market definition.  The Transaction will be assessed based on (i) product groups and sub-
segments  thereof, and (ii) distribu tion channels (distinguishing between 
direct/indirect sales ). 
4.2.4. Retail of electronics  
4.2.4.1. The Commission’s past practice  
(30) In its previous decisional practice concerning the retail of electronics, the 
Commission considered dividing the market (i) according to the  use of the products 
and (ii) into different distribution channels.  
(31) In relation to point  (i), while leaving the exact definition of the relevant market open, 
the Commission generally considered segmenting the electronics  retailing market 
into four markets : (a) retail of brown goods , (b) retail of LDA, (c ) retail of SDA and 
                                                 
26  E.g., Commission decision of 22 February 2008 in Case M.4963 -  REXEL/HAGEMEYER.  
27  E.g., Commission decision of 21 November 2016 in Case M.8091 - SEB INTERNATIONALE/WMF 
GROUP.  
28  Commission decision of 16 February 2 010 in Case M.5721 - OTTO/PRIMONDO ASSETS, 
paragraph  19. 
29  Form CO, paragraph 172.  
 
8 (d) retail of IT/TC products.30 Additionally, w hile leaving the exact definition of the 
relevant market open, the Commission also considered further sub-segmentation of 
brown goods (divided into photographic products, audio, vision and games) and 
IT/TC products  (divided into PC hardware, PC software, communications and 
accessories/peripherals)31. Finally, in t he Carphone  Warehouse  / Dixons  case 
concerning specialised reta ilers of mobile phones and tablets, for the purposes of that  
concentration, the Commission defined two separate sub-markets  for the retail of 
IT/TC products , i.e. (a ) the retail sale of mobile phones and (b) the retail sale of 
tablets .32 
(32) In relation to point  (ii), in past cases the Commission considered a distinction 
between brick-a nd-mortar shops (also known as ‘offline retailing’ ) and home 
shopping (which includes ‘online shopping ’ and ‘shopping by catalogue ’).33 The 
Commission has in the main left  the exac t product market definition open in 
previous decisions, although in the Carphone Warehouse  / Dixons  decision, most 
respondents to the Commission’s market investigation reckoned that customers view 
brick-and-mortar shops and online channels as substitutable  for the purpose of 
purchasing mobile phones and tablets. Furthermore, a large majority of respondents 
confirmed that customers compare prices between internet distribution channels and 
brick-and-mortar shops before engaging in any purchasing decision.34 
4.2.4.2. The Notifying Parties’  view  
(33) The Notifying Partie s submit that, in line with the Commission’s precedents, the 
retail of electronics should be segmented into (i) retail of brown goods, (ii) retail of LDA, (iii) retail of SDA and (iv) retail of IT/TC products , but not further.
35 
Additionally,  the Notifying Parties are of the view that both offline and online sales 
channels are part of the same product market .36  
4.2.4.3. The Commission’s assessment  
(34) The Commission considers that, consistently with its past practice, plausib le relevant 
product markets for the  retail of electronics could be defined according to (i) the use 
of the products and (ii) distribution channels.  
                                                 
30  See, e.g. Commission decision of 22 February 2013 in Case M.6847 - TRITON/SUOMEN 
LÄHIKAUPPA, para graph 17; Commission decision of 29 June 2006 in Case M.4226 - 
DSGI/FOTOVISTA, para graph 9; Commission decision of 30 November  2006 in Case M.4392 - 
DSGI/FR -Invest/F -Group JV, para graph 9; or Commission decision of 18 June 1998 in Case 
IV/M.1188 -  KINGFISHER/WEGERT/PROMARKT, para graph 10.  
31  Commission decision of 29 June 2006 in Case M.4226 - DSGI/FOTOVISTA, para graph 10; or 
Commission decision of 30  November  2006 in Case M.4392 - DSGI/FR -Invest/F -Group JV, 
paragraphs  10 and 13.  
32  Commission decision of 25 June  2014 in Case M.7259 -  Carphone Warehouse/Dixons, para graph 19.  
33  Commission decision of 29 June 2006 in Case  M.4226 - DSGI/FOTOVISTA, para graph 14; or 
Commission decision of 30  November  2006 in Case M.4392 - DSGI/FR -Invest/F -Group JV, 
paragraph 12.  
34  Commission decision of 25 June 2014 in Case M.7259 - Carphone Warehouse/Dixons, para graph 20. 
See also Commission decis ion of 21 December  2016 in Case M.8274 - 
CINVEN/PERMIRA/ALLEGRO/CENEO, para graph 23.  
35  Form CO, paragraph 186.  
36  Form CO, paragraph 196.  
 
9 (35) The results of the market investigation seem to indicate  that retailers sell the whole 
range of consumer el ectronics, household appliances and IT and telecommunication 
products (i.e. brown goods, LDA, SDA, and IT/TC).37 Additionally, market 
participants  seem to consider the competitive dynamics between brick-and-mortar 
and online sales to be quite similar.38 It is not, however, entirely possible to exclude 
that the market for the retail of electronics should not be further segmented (i) by 
product group; and/or (ii) distribution channel.  
(36) In any event, the exact product market definition can be left open since the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement under any plausible product ma rket 
definition. Under a conservative approach the Transaction will be assessed based on 
(i) product groups and sub-segments  thereof. and (ii) distribution channels 
(distinguishing between brick-and-mortar (offline) and online sales  (offline).  
4.2.5. Retail of non- food products   
4.2.5.1. The Commission’s past practice  
(37) In its previous decisional practice concerning the retail of non-food products , the 
Commission considered distinctions according to (i) product  groups and 
(ii) distribution channels.  
(38) In relation to point  (i), in its previous decisional practice the Commission considered 
that the non-food retail segment could be divided in to the following product 
categories: (a) clothing and footwear; (b) furniture and furnishings; (c ) electronics 
and appliances; (d) DIY, home improvement and garden centres; (e ) health and 
beauty; (f) toys and games; and (g ) sports good s and camping.39 
(39) In relation to point  (ii), in past cases the Commission, while ultimately leaving the 
market definition open, considered a potential distinction between online and offline  
(also referred to as brick-and-mortar) distribution channels. The Commission further 
acknowledged that the level of interrelation between offline and online retailing could depend on the product category.
40 
4.2.5.2. The Notifying Parties’ view  
(40) The Notifying Partie s submit that, in line with the activities of the Target, retail of 
non-food products should be segmented into (i) household goods; (ii) garden/DIY 
goods; (iii) maternity products; (iv) motor car access ories; (iv) toys and games; 
(v) watches and jewellery; and (vi) sports goods.41 Additionally, the Notifying 
                                                 
37  Replies to Q1 -  questionnaire to retailers in the Czech Republic, questions 9 and 10; Replies to Q2  - 
questionnaire to retailers in Slovakia, question 6.  
38  Replies to Q1 -  questionnaire to retailers in the Czech Republic, question 12; Replies to Q2  - 
questionnaire to retailers in Slovakia, question 7.  
39  Commission decision of 16 February  2010 in Case  M.5721 - Otto/Pr imodo Assets, paragraphs 19 
and 30; Commission decision of 21  December  2016 in Case M.8274 - 
CINVEN/PERMIRA/ALLEGRO/CENEO, paragraph 21.  
40  Commission decision of 21 December  2016 in Case M.8274 - 
CINVEN/PERMIRA/ALLEGRO/CENEO, para graph 23.  
41  Form CO, paragraph 229.  
 
10 Parties are of the view that both offline and online sales channels are part of the 
same product market .42 
4.2.5.3. The Commission’s assessment  
(41) The Commission considers that, consistently with its past practice, it is not  possible 
to exclude that the market for the retail  of non-food products  should not be further 
segmented (i) by product groups and/or (ii) distribution channels. Under a very 
conservative approach, the Commission will also consider sub-segments of product  
groups  (i.e. maternity products  and toys and games ) for the purposes of this 
Decision . 
(42) In any event, the Commission considers that the exact product market definition can 
be left open since the Transaction does not raise serious doubts as to its compatibility 
with the internal market or the functioning of the EEA A greement under any 
plausible product market definition. The Transaction will be assessed (i) by product 
groups  and sub-segments  thereof, and (ii) by distribution channels (distinguishing 
between brick-and-mortar (offline) and online sales ).  
4.2.6. Retail of mobi le telecommunications services  
4.2.6.1. The Commission’s past practice  
(43) In its past decisional practice, the Commission stated that the product market for retail mobile telecommunications services included mobile services such as voice, 
SMS/MMS, data and international roaming services. As regards potential further 
segmentations  of the market for retail mobi le telecommunications services, in case 
M.7612 - HUTCHISON 3G UK / TELEFONICA UK the Commission considered 
the following  potential  segmentation s: (i) according to the type of technology (2G, 
3G and 4G); (ii) between voice, SMS and data services ; (iii) between prepaid and 
post-paid services ; (iv) between SIM -only and handset subscriptions ; and 
(v) between private and business customers . Ultimately,  the Commission defined the 
relevant product market as the retail market for mobile telecommunications services 
without any further segmentation.
43 The Commission confirmed this approach in a 
number of its subsequent decisions, even though it  has based its competitive 
assessment on a segmentation of the retail market  between residential and business 
customers .44 
4.2.6.2. The Notifying Parties’ view  
(44) The Notifying Parties believe that it is not necessary to segment the individual 
markets for mobile telecommunications services.45 
4.2.6.3. The Com mission’s assessment  
(45) The Commission considers that, consistently with its past practice, it is not  entirely 
possible to exclude that the market for the retail  of non-food products  should not be 
                                                 
42  Form CO, paragraph 228.  
43  Commission decision of 26 June  2017 in Case M.7612 -  HUTCHISON 3G UK / TELEFONICA UK.  
44  Commission decision of 27 July 2018 in Case M.8883 - PPF GROUP / TELENOR TARGET 
COMPANIES.  
45  Form CO, paragraph 250.  
 
11 further segmented  based on (i) the type of mobile telecommunic ations services 
offered and (ii) the type of customers.  
(46) In any event, the Commission considers that the exact product market definition can 
be left open since the Transaction does not raise serious doubts as to its compatibility 
with the internal market or the functioning of the EEA Agreement under any 
plausible product m arket definition. For the purpose of this decision, since there are 
no affected markets on the segments based on type of mobile telecommunication services offered or type of customers, the  Transaction will be assessed on the overall 
market for the retail of mobile telecommunication services . 
4.3. Geographic market definition  
4.3.1. Procurement of electronics  
4.3.1.1. The Commission’s past practice  
(47) In its previous decisional practice the Commission considered the geographic scope 
of the respective procurement markets to be at least national, while leaving the 
precise market definition open.
46 
4.3.1.2. The Notifying Parties’ view  
(48) The Notifying Parties are of the view that the geographic scope of the procurement 
market is wider than national. The Notifying Parties submit that many of the 
European market participants procure electronics on an EU -wide basis or at least on 
a regional basis (such as Central Europe, the pan-Nordic area, etc.). Furthermore,  
according to the Notifying Parties , market participants tend to procure the products 
centrally for their entire business groups  or organise their purchasing activities in 
purchasing co-operations. Moreover, many global electronics manufacturers have 
wider than national sales operations.47 
4.3.1.3. The Commission’s assessment  
(49) With respect to the procurement of electronics , the majority of respondents submit 
that they procure the majority of products either at the EEA level or globally. With 
regard to IT/TC products, respondents submit that  they procure these at the EEA 
level or in the same country where the sales take place.48 In line with its past 
decisional practice, t he Commission considers , however, that it is not  entirely 
possible to exclude that the geographic market for the procurement of electronics 
should be  narrower and, in particular, formed by a cluster of countries or national .   
(50) In any event, for the purpose of this Decision, the exact geographic market definition 
with regard to the procurement of electronics may be left open,  as the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market or 
the functioning of the EEA Agreement regardless of the precise geographic  market 
                                                 
46  See, e.g. , Commission decision of 25  August  2020 in Case M.9894 - MOBILUX/CONFORAMA 
FRANCE, para graph  17; Commission decision of 25  June 2014 in Case M.7259 - Carphone 
Warehouse/Dixons, para graph 35-37; Commission decision of 30 November  2006 in Case M.4392 - 
DSGI/FR -Invest/F -Group JV, para graphs  19-21. 
47  Form CO, paragraph 126.  
48  Replies to Q1 -  questionnaire to retailers in the Czech Republic, question 10.  
 
12 definition. Under a conservative approach, the Commission will ana lyse the market 
of procurement of electronics  on a national basis.  
4.3.2. Wholesale of electronics  
4.3.2.1. The Commission’s past practice  
(51) In its past decisional practice, the Commission considered the wholesale of 
electronics (primarily of IT products), to be either EU/ EEA -wide49 or national.50  
4.3.2.2. The Notifying Parties’ view  
(52) The Notifying Parties are of the view that the geographic scope of the wholesale 
markets is at least EEA -wide.  This is primarily because larger retailers throughout 
Europe procure on the EEA level, since  higher purchase volumes of goods typically 
command lower prices. Wholesalers therefore typically organise their sales 
operations on an EEA -wide level.51 
4.3.2.3. The Commission’s assessment  
(53) With respect to the wholesale of electronics , the majority of respondents s ubmit that 
they sell the majority of electronic products  to a cluster of countries  at the EEA 
level.52 The Commission considers , however, that it is not  entirely possible to 
exclude that the geographic market for the wholesale of electronics should be 
narrower and, in particular, national.    
(54) In any event, for the purpose of this Decision, the exact geographic market definition with regard to the wholesale of electronics may be left open, as the Transaction does 
not give rise to serious doubts as to its  compatibility with the internal market or the 
functioning of the EEA Agreement regardless of the precise geographic  market 
definition. Under a conservative approach, the Commission will analyse  the markets 
for the wholesale of electronics on a national ba sis. 
4.3.3. Wholesale of non- food products   
4.3.3.1. The Commission’s past practice  
(55) In its decisions concerning the wholesale supply of electrical products (i.e. electrical 
installation equipment, conduits and cables, lighting, security products, 
communication products and tools), the Commission considered the relevant market s 
                                                 
49  Commission decision of 24 March  2003 in Case M.3107 - TECH DATA CORPORATION/ AZLAN 
GROUP, para graph 14.  
50  See, e.g. , Commission decision of 19 May 2008 in Case  M.5099 - ARROW ELECTRONICS/LOGIX, 
paragraph 23-26; Commission decision of 5 October  2007 in Case  M.4868 - AVNET/MAGIRUS EID, 
paragraphs  13-15; or Commission decision of 10 December  2010 in Case  M.5986 - 
SCHINDLER/DROEGE/ALSO/ACTEBIS, para graphs  18-20. 
51  Form CO, paragraph 163.  
52  Replies to Q3 - questionnaire to wholesalers in the Czech Republic, question 7;  Replies to Q4  - 
questionnaire to wholesalers in Slovakia, questio n 7. 
 
13 to be national .53 Similarly, in a case  concerning the  wholesale  market for cookware 
products, the Commission considered the market national  in scope .54  
4.3.3.2. The Notifying Parties’ view  
(56) In line with the Commission’s pa st practice, t he Notifying Parties do not oppose a 
national market definition.55 
4.3.3.3. The Commission’s assessment  
(57) The Commission considers, in line  with its past practice, that the relevant geographic  
markets for the  wholesale of non-food Products  are likely national in scope , and will 
make its competitive assessment on this basis . 
(58) In any event, for the purpose of this Decision, the exact geographic market definition 
with regard to the wholesale of non-food products may be left open, as the 
Transac tion does not give rise to serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement regardless of the precise 
geographic  market definition.  
4.3.4. Retail of electronics  
4.3.4.1. The Commission’s past practice  
(59) In its past decisional practice,  while ultimately leaving the exact geographic market 
definition open, the Commission considered the geographic market for electrical 
retailing to likely be national in scope . The Commission has also considered wider 
markets, as in case  DSGI/FR -Invest/F -Group JV  where it stated that the market 
investigation supported the proposition that electrical retailing markets tend to be 
national, although there is evidence of cross -border parallel imports.56 The 
possibility of a narrower scope was , however, also taken into account with regard to 
offline shopping (20 – 30- minute driving time catchment areas around a store).57 
4.3.4.2. The Notifying Parties’ view  
(60) The Notifying Parties submit  that the relevant market should be defined as national . 
In particular, the Notifying Parties argue  that (i) the market for the retail sale of 
electronics in the Czech Republic and Slovakia is characterised by online players and retail chains operating on a countrywide basis ; (ii) o nline sales represent a 
substantial part of the electronics retailers' turnover and their importance is steadily 
                                                 
53  E.g., Commission decision of 22 February  2008  in Case M.4963 - REXEL/HAGEMEYER, 
paragraphs  25-27. 
54  Commission decision of 21 November  2016 in Case M.8091 - SEB INTERNATIONALE/WMF 
GROUP, para graph 30.  
55  Form CO, paragraph 178.  
56  Commission decision of 30  November  2006 in Case M.4392 - DSGI/FR -Invest/F -Group JV, 
paragraph 18.  
57  Commission decision of 30  November  2006 in Case M.4392 - DSGI/FR -Invest/F -Group JV, 
paragraph 16; or Commission decision of 25 June  2014 in Case M.7259 -  Carphone Warehouse/Dixons, 
paragraph 30.  
 
14 increasing ; and (iii) all major players who previously sold electronics primarily 
through brick-and-mortar stores also run an online store .58 
4.3.4.3. The Commission’s assessment  
(61) With respect to th e retail of electronics , all respondents submit that electronic 
products and appliances are usually sold at national level, both online and offline .59 
The Commission considers , however, that it is not  entirely possible to exclude that 
the geographic market for the offline retail of electronics should be narrower, 
consisting of local catchment areas around a particular store.  
(62) In any event, the Commission considers that the exact geographic  market definition 
can be left open since the Transaction does not raise serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement 
under any plausible geographic  market definition. Under a conservati ve approach, 
the Transaction should  be assessed  based on local markets  for the offline segment . 
As the Notifying Parties  submit , however, that, to the best of their knowledge, there 
are no local offline markets that would be affected, the Commission will base the 
competitive assessment on national markets . 
4.3.5. Retail of non- food products   
4.3.5.1. The Commission’s past practice  
(63) In its past decisional practice, the Commission considered the geographic market for 
the retail of non-food products as being at most national in scope.60 For the  brick-
and-mortar channel the Commission considered also regional or even local  markets , 
typically in the form of catchment areas corresponding to the specific driving time  
required for reaching a store.61  
4.3.5.2. The Notifying Parties’ view  
(64) The Notifying Parties submit  that the geographic scope of the individual non-food 
products retail markets should be defined as national.62 In particular, the Notifying 
Parties bring forward the same arguments as those outlined in paragraph (60) above 
with regard to the retail of electronics.  
4.3.5.3. The Commission’s assessment  
(65) The Commission considers that, consistently with its past practice, the relevant 
geographic  markets for the online retail of non-food products  is likely national, 
whereas the offline segment could be local , regional or national in scope.  
                                                 
58  Form CO, paragraph 216.  
59  Replies to Q1 -  questionnaire to retailers in the Czech Republic, question 14; Replies to Q2  - 
questionnaire to retailers in Slovakia, question 9.  
60  Commission decision of 21 D ecember 2 016 in Case M.8274 - 
CINVEN/PERMIRA/ALLEGRO/CENEO, paragraph 26.  
61  Commission decision of 16 February  2010 in Case M.5721 - Otto/Primondo Assets, paragraphs 31- 33; 
Commission decision of 26 June 2020 in Case M.9894 - MOBILUX/CONFORAMA FRANCE, 
paragraph 16; Commission decision of 21 December 2016 in Case M.8274 - 
CINVEN/PERMIRA/ALLEGRO/CENEO, paragraph 26.  
62  Form CO, paragraph 235.  
 
15 (66) In any event, for the purpose of this Decision, the exact geographic market definition 
with regard to the retail of non-food products may be left open, as the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market or the functi oning of the EEA Agreement regardless of the precise geographic  market 
definition.  Under a conservative approach the  Transaction should be analysed based 
on local markets  for the offline segment , but a s the Notifying Parties  submit that, to 
the best of the ir knowledge, there are no local offline markets that would be affected, 
the Commission will base the competitive assessment of (i) both the offline and the 
online segment  and (ii) the online segment, on national markets . 
4.3.6. Retail of mobile telecommunications services 
4.3.6.1. The Commission’s past practice  
(67) The Commission has consistently found that the markets for retail mobile services 
provided to end consumers are national in scope .
63 
4.3.6.2. The Notifying Parties’ view  
(68) In line with the Commission’s past decisional practice , the Notifying Parties submit  
that the geographic scope should be defined as national.64 
4.3.6.3. The Commission’s assessment  
(69) For the purpose of this Decision, the exact geographic market definition with regard 
to the retail of telecommunication services may be left open, as the Transaction does 
not give rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement regardless of the precise geographic  market 
definit ion. The Commission will base its competitive assessment on national markets 
for the retail of mobile telecommunication services .  
4.4. Affected markets  
(70) ECI is active in the wholesale of food and non-food products via the Metro Group, 
and in e -commerce retail via the Mall Group. Bonak  is also active in e -commerce 
retail via the Mall Group, and in the provision of mobile telecommunication services 
via O2 and T elenor. The Fast Group is active in the wholesale and retail of 
consumer electronics, household appliances, IT/TC products and other non-food products. 
(71) The Transaction leads to the following affected markets in the Czech Republic, Slovakia, Bulgaria, Croat ia and Slovenia
:65 
                                                 
63  Commission decision of 27 July 2018 in Case M.8883 - PPF GROUP/TELENOR TARGET 
COMPANIES, para. 15. 
64  Form CO, paragraph 252.  
65  The T ransaction leads to additional technically horizontally affected markets, namely (i) market for 
electronics wholesale in the Czech Republic and certain sub -segmentations, (ii) market for electronics 
online retail in the Czech Republic and certain sub -segme ntations, (iii) market for non -food online 
retail in the Czech Republic and certain sub -segmentations, (iv) market for electronics procurement in 
Slovakia and certain sub -segmentations, (v) market for electronics wholesale in Slovakia and certain 
sub-segme ntations, (vi) market for electronics online retail in Slovakia and certain sub -segmentations 
and (vii) market for non- food online retail in Slovakia and certain sub -segmentations. In these 
 
 
16 Table 1: Summary of those of the Parties ’ activities that lead to affected markets66 
Country  Markets  Horizontal or 
vertical  Activities of the Parties  
CZ Procurement of electronics  Horizontal  The Mall Group, the Metro Group, O2 and 
the Target . 
CZ Retail of electronics  Horizontal  The Mall Group, O2 and the Target . 
SK Retail of electronics  Horizontal  Activities of the Mall Group, O2 and the 
Target . 
CZ Wholesale/Retail of electronics  Vertical  Ups trea m : the Target’s wholesale activities.  
Downstream : the Mall Group’s retail 
activities.  
CZ Wholesale of electronics/Retail of telecommunication services  Vertical  Ups trea m : the Target’s wholesale activities.  
Downstream : O2's activities concerning the 
retail sale of IT/TC devices.  
CZ Wholesale/Retail of n on-
food products  Vertical  Ups trea m : the Target’s wholesale activities.  
Downstream : the Mall Group’s retail 
activities.  
SK Wholesale/Retail of electronics  Vertical  Ups trea m : the Target’s wholesale activities.  
Downstream : the Mall Group’s retail 
activities.  
SK Wholesale/Retail of n on-
food products  Vertical  Ups trea m : the Target’s wholesale activities.  
Downstream : the Mall Group’s retail 
activities.  
BG Wholesale of electronics/Retail of telecommunica tion services  Vertical  Ups trea m : the Target’s wholesale activities.  
Downstream : Telenor 's activities 
concerning the retail sale of IT/TC devices.  
HR Wholesale/Retail of electronics  Vertical  Ups trea m : the Target’s wholesale activities.  
Downstream : the Mall Group’s retail 
activities.  
SLO  Wholesale/Retail of electronics  Vertical  Ups trea m : the Target’s wholesale activities.  
Downstream : the Mall Group’s retail 
activities.  
 
                                                                                                                                                      
technically affected markets the increment is de-minimis , i.e. (i) the combined market shares under all 
plausible product and geographic market definitions are less than 50% and (ii)  the increment (delta) of 
the HHI resulting from the concentration is below 150. As explained in point  6 of the Commission 
Notice on a simpl ified procedure for treatment of certain concentrations under Council Regulation (EC) 
No 139/2004 (the ‘Notice’), such overlaps  are unlikely to raise competition concerns. The Commission 
notes that none of the characteristics set out in the Notice that cou ld le ad to a full merger assessment 
despite point 6 being satisfied are  met in relation to those markets. In addition, no concern was raised 
during the market investigation on those markets.  Taking into consideration that the Notifying Parties 
confirmed th at there are no horizontal overlaps in the offline retail markets, and also that the upstream 
and downstream market shares for local offline markets are all below 30%, these markets are not analysed for the purpose of this D ecision.  
66  Form CO, Annex 33.  
 
17 5. COMPETITIVE ASSESSMEN T 
5.1. Legal framework of the assessment  
(72) Pursuant to  Article 2(2) and (3) of the Merger Regulation, the Commission must 
assess whether a concentration would significantly impede effective competition in 
the internal market or in a substantial part of it, in particular through the creation or 
strengthening of a dominant position. In this respect, a merger can entail  horizontal 
and/or non-horizontal effects.  
(73) As regards the analysis of horizontal overlaps, the Guidelines on the assessment of 
horizontal mergers under the Council Regulation on the control of con centrations 
between undertakings67 (hereinafter, the ‘Horizontal Merger Guidelines ’) distinguish 
two main ways in which mergers between actual or potential competitors in the same relevant market may significantly im pede effective competition, namely  coordi nated 
and non-coordinated effects . Non-coordinated effects can significantly affect 
competition by removing significant competitive constraints on one or more 
undertakings, which would then have market power without resorti ng to 
coordination of behaviour. In this respect, the Horizontal Merger Guidelines not only 
consider the direct loss of competi tion between the merging firms, but also the 
reduction of the competitive constraint on third party firms active in the same market 
that may result that may resul t from the merger. 
(74) The Horizontal Merger Guidelines list s a number of factors that may influence the 
likelihood of a transaction giving rise to significant non-coordinated effects, such as 
the high market shares of the merging parties , the fact that the merging parties are 
close competitors, limited opportunities for customers to switch suppliers,  or the fact 
that the transaction eliminates an important driver of competition. It is not necessary 
for all factors considered relevant to the analysis of non-coordinated effects in the 
Horizontal Merger Guidelines to be present to make the existence of significant 
horizontal effects likely. Furthermore, the list of factors set out in the Horizontal 
Merger Guidelines should not be considered exhaustive. 
(75) As regards non-horizontal  relationships, anti-competitive effects may arise when the 
parties to a concentration operate on different levels of the supply chain in certain 
relevant markets (vertical effects). The Commission appraises non-horizontal effects in accordance with the guidance set out in the Non-Horizontal Merger Guidelines.
68 
(76) The Non-Horizontal Merger Guidelines distinguish between two main ways in 
which mergers between c ompanies operating at different levels of the supply chain 
may significantly impede effe ctive competition, namely non-coordinated and 
coordinated effects.  
                                                 
67  Commission guidelines on the assessment of horizontal mergers under the Council Regulation on the 
control of concentrations between undertakings (OJ C 31, 05.02.2004, pages 5- 18), in particular 
paragraphs 4 and 22.  
68  Guidelines on the assessment of non-horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (OJ C 265, 18.10.2008, p. 6). 
 
18 (77) In non-horizontal mergers, non-coordinated effects  may arise , inter alia, when the 
concentration gives rise to foreclosure. In vertical mergers, foreclosure can take the 
form of input fore closure , where the merger is likely to raise costs of downstream 
rivals by restricting their access to an important input; and/or the form of customer 
foreclosure , where the merger is likely to foreclose upstream rivals by restricting 
their access to a suf ficient customer base.69  
(78) In assessing the likelihood of an anticompetitive foreclosure scenario, the Commission examines whether the M erged Entity would have post -transaction the 
ability to foreclose access to either inputs or customers, whether the M erged  Entity 
would have the incentives to do so and whether such foreclosure strategy would have 
a detrimental effect on competition.
70  
(79) The present Section assesses whether the Transaction is likely to raise horizontal or 
vertical non-coordinated effects on the  markets examined in Sectio n 4 above . 
5.2. Horizontal overlaps  
5.2.1. Market for the procurement of electronics in the Czech Republic  
(80) Based on the market shares communicated by the Notifying Parties, the Transaction 
would give rise to horizontally affected markets for the procurement of electronics in 
the Czech Republic  on a number of markets .71 As the Notifying Parties confirmed 
that, to the best of their knowledge, the Merged Entity’s market shares would not be 
higher when segmenting the procurement market between manufacturers and 
wholesalers, the market shares assessed in this chapter will include both procurement 
from manufacturers and from wholesalers.72 
(81) The Notifying Parties confirmed that, w ith regard to the procurement markets of 
electronics (overall and for a ll sub-segments , i.e. brown goods, LDA, SDA  and 
IT/TC), the combined market share of the Merged Entity would be below 20% at the 
EEA level .73 At national level, the  combined market share of the Merged Entity in 
the Czech Republic would be [20-30]% in the overall market for the procurement of 
electronics, [20-30]% for the procurement of brown goods, [20-30]% for the 
procurement of LDA  and [30-40]% for the procurement of SDA.74  
                                                 
69  Non-Horizontal Merger Guidelines, para 30.  
70  Non-Horizontal Merger Guidelines, para 30.  
71  Based on the market shares communicated by the Notifying Parties, the Transaction would not give rise 
to horizontally affected markets for the procurement of electronics  in segments other than those 
outlined in Table 2.  
72  The Notifying Parties’ response to RFI 3, 26 October 2021.  
73  The Notifying Parties’ response to RFI 2, 13 October 2021.  
74  The Notifying Parties submit that, at national level, the combined market share of the Merged Entity for 
the procurement of IT and TC devices in the Czech Republic would be below 20%. (Ann ex D to the 
Notifying Parties’ reply to Pre -Notification RFI 2, 10 September 2021)  
 
19 (82) Table 2 outlines  the Parties’ market shares for all relevant sub-segments of brown 
goods, LDA and SDA . 
Table 2: Market shares for electronic procurement in the Czech Republic in 202075 
Segm ent  Sub-segm ent  Notifying Parties  Fast Group  Combine d 
Brown g oods  audio home systems  [10-20]% [10-20]% [20-30]% 
TVs (PTV/flat)  [10-20]% [10-20]% [20-30]% 
video gaming, consoles  [10-20]% [5-10]% [20-30]% 
LDA  Cooking [5-10]% [10-20]% [20-30]% 
Cooling [5-10]% [10-20]% [20-30]% 
dishwashers  [10-20]% [5-10]% [20-30]% 
freezers  [10-20]% [5-10]% [20-30]% 
hoods  [5-10]% [10-20]% [20-30]% 
tumble dryers  [5-10]% [10-20]% [20-30]% 
washing machines  [10-20]% [10-20]% [30-40]% 
SDA  air treatment  [10-20]% [5-10]% [20-30]% 
electrical cooking pots  [10-20]% [5-10]% [20-30]% 
food preparation76 [5-10]% [30-40]% [40-50]% 
shaving/hair cutting  [5-10]% [10-20]% [10-20]% 
hair care  [5-10]% [10-20]% [20-30]% 
hot beverage makers  [10-20]% [30-40]% [40-50]% 
irons  [10-20]% [10-20]% [20-30]% 
juicers/pressers  [10-20]% [10-20]% [20-30]% 
 
(83) The Transaction is not likely to raise serious doubts as to its compatibility with the 
internal market as regards the  above  market s for the procurement of electronics in 
the Czech Republic  for the following  reasons . 
(84) Firstly , the Merged Entity’s market shares post -Transaction would still be at  30% or 
below both on the overall procurement market , as well as  for all product groups  in 
                                                 
75  Form CO, Annex 33.  
76  This sub -segment includes the following items grouped by the research agency GFK : (i) grilling, 
(ii) cutting and mincing, (iii) mixing and whipping, (iv) baking, (v) food robots and food processors, 
(vi) sandwich makers and toasters, (vii) kitchen scales, (viii) soda stream home carbonation systems, 
and (ix) fruit dryers.  
 
20 the Czech Republic . Even when looking at sub-segments of those product groups, 
the Merged Entity’s combined market shares would not be above approx. 45%.  
(85) Secondly, a  healthy number of viable competitors are  active with regard to all 
product groups and sub-segments thereof, as confirmed by the market 
investigation.77 These competitors inclu de large multiproduct electronics retailers , 
specialised electronics wholesalers and/or retailers typically focused on one of the 
electronics product groups, mobile operators and gener alist retailers offering at least 
some electronics categories within their retail portfolio. The key competitors of the 
Merged Entity for the procurement  of electronics in the Czech Republic are  Alza 
(approximate market share of [20-30]%), HP Tronic (approximate market share 
of [20-30]%), OKAY Elektro  (approximate market share of 5-10%), NAY Group  
(approximate market share of 5-10%), as well as other small er players. For product 
groups and sub- segments thereof, the  key competitors are as follows:  
(a) procurement of brown goods and sub-segments thereof in the Czech 
Republic : Alza (approximate market share of [20-30]%), HP Tronic 
(approximate market share of [20-30]%), NAY Group  (approximate market 
share of [10-20]%), as well as other smaller players ; 
(b) procurement of LDA and sub-segments thereof in the Czech Republic : HP 
Tronic (approximate market share of [20-30]%), Alza (approximate market 
share of [10-20]%), OKAY Elektro (approximate market share of 5-10%), as 
well as other smaller players ;  
(c) procurement of SDA and sub-segments thereof in the Czech Republic : Alza 
(approximate market share of [20-30]%), HP Tronic (approximate market 
share of [10-20]%), OKAY Elek tro (approximate market share of 5-10%), as 
well as other smaller players.78  
(86) In conclusion, on the basis of  the results of the market investigation and the 
information provided by the Notifying Parties, the Commission considers that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market as regards the market  for the procurement of electronics in the Czech 
Republic . 
5.2.2. Market for the retail of electronics in the Czech Republic  
(87) Based on the data  communicated by the Notifying Parties, at national level, besides 
the narrow sub -segments  in Table 3  below , the combined market share s of the 
Merged Entity in the Czech Republic  for the overall retail of electronics as well as 
for the main product groups  (namely, brown goods, LDA, SDA, IT and TC), when 
considering the online and offline distribution channels together would not give rise 
to affected markets.79 The combined market share s of the Merged Entity in the 
Czech Republic  for the online segment only would result in a number of technically  
affected markets with de minimis  increments  that according to the assessment 
provided in footnote 63 raise  no serious doubts as to its compatibility with the 
internal market .  
                                                 
77  Replies to Q1 -  questionnaire to retailers in the Czech Republic, questions 17, 18 and 19.  
78  Form CO, paragraph 465.  
79  Form CO, Annex 32.  
 
21 (88) With regard to the offline segment  only, the Notifying Parties' submit that, to the 
best of their knowledge, there are no local offline markets that would be horizontally 
affected in the Czech Republic.80 
(89) Table 3 below reports the Parties’ market shares for all relevant sub-segments of 
brown good s, LDA, SDA, IT and TC . 
Table 3: Market shares for the retail of electronics overall (online + offline) in the Czech 
Republic in 202081 
Segm ent  Sub-segm ent  Notifying Parties  Fast Group  Combine d 
Brown Goods  set-top-boxes  [5-10]% [10-20]% [20-30]% 
SDA  electrical cooking pots  [10-20]% [5-10]% [20-30]% 
food preparation [5-10]% [10-20]% [20-30]% 
 
(90) The Transaction is not likely to raise serious doubts as to its compatibility with the 
internal market as regards the market for the retail  of electronics (the sub-segments 
in Table 3) in the Czech Republic  for the following  reasons . 
(91) Firstly, the Merged Entity’s market shares post -Transaction would be modest and, in 
any event, they would be below 25% for all sub-segments  for the retail of 
electronics . 
(92) Secondly, the business model s of the Parties differ largely . The Notifying Parties 
control The Mall Group which is mainly an online player, whereas the Target 
achieves the majority of its electronics sales (including the product segments 
discussed above and their sub-segments) in its brick-and-mortar stores. Only approx. 
[…]% of the Target's sales in 2020 was represented by online sales.82 
(93) Thirdly, a healthy number of viable competitors are active in the overall market for the retail of elect ronics in the Czech Republic , as well as with regard to all  relevant 
product groups  and sub-segments  thereof. For the retail of brown goods  and sub-
segments  thereof, the main competitors in the Czech Republic are Alza (approximate 
market share of [20-30]%), HP Tronic (approximate market share of [20-30]%) and 
the NAY Group (approximate market share of [10-20]%). For the retail of SDA  and 
sub-segments  thereof, the main competitors in the Czech Republic are Alza 
(approximate market share of [20-30]%), HP Tronic (approximate market share of 
[10-20]%) and OKAY Elektro  (approximate market share of 5-10%). Furthermore , 
the market investigation confirmed that the level of competition in the retail sale of 
each of brown goods and SDA (both online and offline) in t he Czech Republic is 
very high.
83 
(94) Fourthly, with regard to potential barriers to enter the Czech electronics retail 
market, entering the electronics market is generally not restricted by legal or factual  
barriers.  
                                                 
80  Form CO, paragraph 398.  
81  Form CO, Annex 33.  
82  Form CO, paragraph 514.  
83  Replies to Q1 -  questionnaire to retailers in the Czech Republic, question 20.  
 
22 (95) In conclusion, based on the results of the  market investigation and the information 
provided by the Notifying Parties, the Commission considers that the Transaction 
does not raise serious doubts as to its compatibility with the internal market as 
regards the market  for the retail of electronics in the Czech Republic . 
5.2.3. Market for the retail of electronics in Slovakia  
(96) Based on the data communicated by the Notifying Parties, at national level, the 
combined market share of the Merged Entity in Slovakia for the overall retail  of 
electronics or main product  groups  (brown goods, LDA, IT, TC) does not give rise 
to affected markets  on any segmentation by distribution channels .84 The only 
exception is the  SDA segment  (online and offline combined), on which the Merged 
Entity would have a market share of [20-30]%. On narrower sub-segments of the 
main product groups, the Merged Entity would also have market shares above 20% 
(see Table 4 below ).85  
(97) With regard to the offline segment  only,  the Notifying Parties submit that, to the best 
of their knowledge, there are no local offline markets that would be horizontally 
affected in Slovakia .86 
(98) Table 4 below reports the Parties’ market shares for all relevant sub-segments of 
brown goods, LDA, SDA a nd IT . 
Table 4: Market shares for the retail of electronics (online and  online+offline) in Slovakia 
in 202087 
Segm ent  Sub-segm ent  Notifying Parties  Fast Group  Combine d 
Online +Offline  
Brown goods  audio home systems  [0-5]% [20-30]% [30-40]% 
IT accessories and peripherals  [10-20]% [0-5]% [20-30]% 
LDA  freezers  [5-10]% [10-20]% [20-30]% 
SDA  air treatment  [10-20]% [10-20]% [20-30]% 
electrical cooking pots  [10-20]% [20-30]% [30-40]% 
food preparation [5-10]% [30-40]% [30-40]% 
hair care [5-10]% [10-20]% [20-30]% 
hot beverage makers  [5-10]% [10-20]% [20-30]% 
irons  [5-10]% [10-20]% [20-30]% 
juicers/ pressers  [5-10]% [10-20]% [20-30]% 
kettles  [5-10]% [20-30]% [30-40]% 
vacuum cleaners  [5-10]% [10-20]% [20-30]% 
Online  
SDA  food preparation [10-20]% [5-10]% [20-30]% 
 
                                                 
84  Form CO, Annex 32.  
85  Form CO, annex 33.  
86  The Notifying Parties’ response to RFI 3, 26 October 2021.  
87  Form CO, Annex 33.  
 
23 (99) The Transaction is not likely to raise serious doubts as to its compatibility with the 
internal market as regards the market for the above markets for the retail of 
electronics in Slovakia for a number of reasons . 
(100) Firstly , the Merged Entity’s market shares post -Transaction would be modest even 
on the very narrow sub-segments presented in Table 4. They would be below  or 
around 30%, with the only except ion being  the very narrow segment of ‘food 
preparation’, for which market shares still remain below 40%.  
(101) Secondly, a healthy number of viable competitors are active in the overall market for 
the retail of electronics in Slovakia, as well as on the narrower segments for the main 
product groups and sub-segment s thereof. For the retail of electronics in Slovakia, 
the main compe titors are Alza (a pproximate market share of 25-35%), NAY Group 
(approximate market share of 20-30%), HP Tronic (approximate market share 
of 5-10%) and OKAY Elektro  (approximate market share of 5 -10%).88 Furthermore , 
the market investigation confirmed that the level of competition in the retail sale of electronic products  in Slovakia , as well as for  the narrower product groups and sub-
segments  thereof, is high.
89 
(102) Thirdly , with regard to potent ial barriers to enter the Slovak electronics retail market, 
entering the electronics market is generally not restricted by legal  or factual 
barriers.90 
(103) In conclusion, based on the results of the market investigation and the information 
provided by the Notif ying Parties, the Commission considers that the Transaction 
does not raise serious doubts as to its compatibility with the internal market as 
regards the market  for the retail of electronics in Slovakia . 
5.2.4. Conclusion on horizontal non-coordinated effects  
(104) In light of the considerations outlined in paragraphs 5.2.1 – 5.2.3, and based on the 
results of the market investigation as well as  on all the information available to it, the 
Commission concludes that the concentration does not raise serious doubts as to its compatibility with the internal market with respect to horizontal non-coordinated 
effects in (i) the markets for the procurement of electronics in the Czech Republic, 
(ii) the markets for the retail of electronics in the Czech Republic and (iii) the 
markets for the retail of electronics in Slovakia.  
5.3. Vertical relationships  
5.3.1. Market for the wholesale (upstream) and retail (downstream) of electronics in the 
Czech Republic  
(105) Based on the  market shares communicated by the Notifying Parties, the Transaction 
would give rise to a vertical relationship between the wholesale supply of certain SDA products (upstream) by the Fast Group and the Mall Group’s  activities 
concerning the retail sale of the same products (downstream) in the Czech Republic.  
                                                 
88  Form CO, paragraph 472.  
89  Replies to Q2 -  questionnaire to retailers in Slovakia, questions 13 and 14.  
90  Form CO, paragraph 519.  
 
24 (106) With regard to the wholesale of electronics, Table 5 reports the Parties’ market 
share s for all relevant sub-segments to the main product  groups  including both direct 
and indirect sales, as the Notifying Parties confirmed that, to the best of their knowledge, the combined market share of the Merged Entity would not be higher 
when segmenting between direct and indirect sales .
91  
Table 5: Market shares for the wholesale and retail of elect ronics in the Czech Republic 
in 202092 
Affected  upstream market/sub -
segm ent  Combined  Affected downstream market/sub -
segm ent  Combined  
SDA (wholesale of food preparation)  [40-50]% Online retail of food preparation [10-20]% 
Offline retail of food preparation [20-30]% 
Overall retail of food preparation  [20-30]% 
Online retail of SDA  [10-20]% 
Offline retail of SDA  [20-30]% 
Overall retail of SDA  [10-20]% 
SDA (wholesale of juicers/ pressers)  [30-40]% Online retail of juicers/pressers  [10-20]% 
Offline retail of juicers/pressers  [10-20]% 
Overall retail of juicers/pressers  [10-20]% 
Online retail of SDA  [10-20]% 
Offline retail of SDA  [20-30]% 
Overall retail of SDA  [10-20]% 
SDA  (wholesale of electrical cooking 
pots)  [20-30]% 
Offline retail of electrical cooking pots  
[40-50]% SDA (wholesale overall)  [20-30]% 
 
(107) The Transaction is not likely to either lead to input or customer foreclosure as, post -
Transaction, the Parties would likely not have the ability nor the incentive to 
foreclose the Merged Entity’s upstream and downstream competitors  for the 
following reasons . 
(108) Firstly, the 30% threshold in the upstream market is exceeded solely in relatio n to 
two narrow sub -segments , namely products for food preparation and juicers/pressers. 
Equally, in the downstream market, the 30% threshold is exceeded only in one  
narrow segment, i.e., the offline retail of electrical cooking pots. Overall, even 
conside ring these narrow sub-segments, markets shares remain modest. Also, the 
                                                 
91  The Notifying Parties’ response to RFI 3, 26 October 2021.  
92  Form CO, Annex 33.  
 
25 market investigation revealed that the Merged Entity would not have the ability or 
incentive to increase wholesale prices or reduce supply to competing retailers for the 
above segments  of SDA products .93 
(109) Secondly , the respondents in the market investigation consider that wholesalers will 
have sufficient customers  for SDA products.94 Several competitors  (i.e. large 
multiproduct electronics retailers ) are active in the downstream market: 
Alza ([20-30]%), HP Tronic ([20-30]%), NAY Group ([10-20]%), K+B 
Progres  ([0-5]%), Mironet ([0-5]%), TS Bohemia ([05]%), OKAY Elektro ( [0-5]%), 
Exasoft ([0-5]%).95  
(110) Thirdly, the majority of the respondents in the market investigation consider96 that 
the Transa ction will not have a negative impact on any of the product  segments in 
Table 5.  
(111) Fourthly, input foreclosure would be unlikely as a sufficient number of competitors 
would remain for the affected markets at the wholesale level: P hilips  Česká 
Republika S.R.O.  ([20-30]%), Delonghi Appliances SRL  ([20-30]%), Groupe SEB 
ČR S.R.O. ([10-20]%), BSH Domácí Spotřebiče S.R.O. ([10-20]%), HP 
Tronic  ([0-5]%), Alza  ([0-5]%), Singer Sewing Machine CO., SPOL. S  ([0-5]%), 
and Remoska S.R.O. ([0-5]%).97 
(112) In conclusion, in light of the above, the Commission considers that the Merged Entity  would not have the ability nor the incentive to engage in a foreclosure strategy 
and that, in any event, a foreclosure strategy would not have a significant impact on 
effective competition. 
(113) Based on the considerations above, and in light of the results of the market 
investigation and of the evidence available to it, the Commission considers  that the 
Transaction does not give rise to serious doubts as to its compatibility w ith the 
internal market or the functioning of the EEA Agreement because of vertical non-coordinated effects in the markets for the wholesale to retailers of electronics, as 
well as in the market for the retail sale of electronics in the Czech Republic.  
5.3.2. Wholesale of electronics (upstream) and retail of mobile telecommunication services 
(downstream) in the Czech Republic  
(114) Based on the  market shares communicated by the Notifying Parties, the Transaction 
would give rise to a vertical relationship between the wholesale supply of certain 
IT/TC products (upstream) by the Fast Group and O2’s  activities concerning the 
retail sale of IT/TC devices as part of its retail mobile telecommunications services 
(downstream) in the Czech Republic. Table 6 reports the Parties’ market shares for 
the narrowest possible markets.  
                                                 
93  Replies to Q3 -  questionnaire to wholesalers in the Czech Republic, question 16.  
94  Replies to Q3 -  questionnaire to wholesalers in the Czech Republic, questions 17 and 18.  
95  Form CO, paragraph 469.  
96  Replies to Q3 -  questionnaire to wholesalers in the Czech Republic, question 15.  
97  Form CO, paragraph 466.  
 
26 (115) With regard to the wholesale of IT/telecommunication devices, Table 6 reports the 
Parties’ market share including both direct and indirect sales, as the Notifying 
Parties confirmed that, to the best of their knowledge, the combined market share of 
the Merged Entity would not be higher when segmenting between direct and indirect 
sales .98  
(116) With regard to the retail of mobile telecommunication services, Table 6 reports the 
Parties’ m arket share for the overall market, as the Notifying Parties confirmed that, 
to the best of their knowledge, the combined market share of the Merged Entity 
would not be higher under all possible segmentations (i.e. based on (i) the type of 
mobile telecommu nications services offered and (ii) the type of customers).99  
Table  6: Market shares for the wholesale of IT/TC products and retail of mobile 
telecommunication services in the Czech Republic in 2020100 
Affected 
upst re am 
market/sub-
segme nt  Combined  Affected downstream market/sub -segm ent  Combined  
Wholesale of IT 
devices  [0-5]% 
Market for retail of mobile telecommunications services  [30-40]% Wholesale of 
telecommunication 
devices  [0-5]% 
Wholesale of 
mobile phones  <3%  
Wholesale of 
tablets  <3%  
 
(117) The Transaction is not likely to lead to customer foreclosure as, post -Transaction, 
the Parties would likely not have the ability nor the incentive to foreclose the 
Merged Entity’s upstream competitors  for the following reasons . 
(118) Firstly, post -Transaction, the Merged Entity’s market share downstream is relatively 
low ( [30-40]%). T he upstream IT/TC segment would be  very small 
(approx. [0-5]%).101  
(119) Secondly, the mobile devices are essentially used as a marketing tool to promote the 
services102 and there are sufficient retailers who sell them on a standalone basis.103 
                                                 
98  The Notifying Parties’ response to RFI 3, 26 October 2021.  
99  The Notifying Parties’ response to RFI 3, 26 October 2021.  
100  Form CO, Annex 33.  
101  Form CO, paragraph 418.  
102  Paragraph  34 of the Non -Horizontal Guidelines . 
103  Form CO, paragraph 480.  
 
27 (120) In conclusion, based on the above considerations  and in light of the results of the 
market investigation and of the evidence available to it , the Commission considers 
that the Merged Entity would have neither the ability nor the incentive to engage in a 
foreclosure strategy and that, in any event, a foreclosure strategy would not have a 
significant impact of effective competition. 
5.3.3. Wholesale (upstream) and retail (downstream) of non-food products in the Czech 
Republic  
(121) Based on the market shares communicated by the Notifying Parties, the Transaction 
would give rise to a vertical relationship between the wholesale supply of certain 
non-food products by the Fast Group (upstream) a nd the Mall Group’s  activities 
concerning the retail sale of the same products (downstream) in the Czech Republic.  
(122) In Table 7 below, the Parties’ market shares for all relevant sub-segments are 
presented. With regard to the se sub -segments, namely  wholesale of maternity 
products and toys and games, the Parties’ market share are presented including both 
direct and indirect sales, as the Notifying Parties confirmed that, to the best of their knowledge, the combined market share of the Merged Entity would not be higher 
when segmenting between direct and indirect sales .
104  
(123) With regard to the retail of maternity products and toys and games, the Notifying 
Parties confirmed that, to the best of their knowledge, there are no local offline 
markets that would be affected in the Czech Republic .105  
Table 7: Market shares for the wholesale and retail of n on-food products in the Czech 
Republic in 2020106 
Affected upstream  
market/sub -segm ent  Combined  Affected downstream market/sub -segm ent  Combined  
Wholesale of maternity 
products  <2%  Market for online retail of maternity products  [30-40]% 
Wholesale of toys and games  [0-5]% Market for online retail of toys and games  [30-40]% 
 
(124) The Transaction is not likely to lead to customer foreclosure as, p ost-Transaction, 
the Parties would likely not have the ability nor the incentive to foreclose the 
Merged Entity’s upstream competitors  for the following reasons . 
(125) Firstly, post -Transaction, the Merged Entity’s market share s downstream are 
moderate, at around [30-40]%, even on the very narrow sub-segments in Table 7. O n 
an overall retail market  for maternity product s, the Merged Entity’s market share  
would amount to approximately [5-10]%,107 whereas the Merged Entity’s market 
share on the overall retail ma rket for toys and games would amount to approximately 
[10-20]%.108 
                                                 
104  The Notifying Parties’ response to RFI 3, 26 October 2021.  
105  The Notifying Parties’ response to RFI 3, 26 October 2021.  
106  Form CO, Annex 33.  
107  Form CO, paragraph 483.  
108  Form CO, paragraph 485.  
 
28 (126) Secondly, the market share  of the Fast Group  on the upstream (wholesale) market is 
negligible (below 2% with regard to the wholesale market for the supply of 
maternity products as well as toys and games).109  
(127) Thirdly , in the Czech Republic the online retail market for maternity products 
represents approx. 15% of the overall retail market for maternity products,110 
whereas the online retail market for toys and games represents approx. 35% of the 
overall retail market for toys and games.111  
(128) In conclusion, based on the above considerations and in light of the results of the 
market investigation and of the evidence avai lable to it , the Commission considers 
that the Merged Entity would not have the ability nor the incentive to engage in a 
foreclosure strategy and that, in any event, a foreclosure strategy would not have a 
significant impact o n effective competition. 
(129) Based  on the considerations above, and in light of the evidence available to it, the 
Commission concl udes that the Transaction does not give rise to anti -competitive 
vertical non-coordinated effects with regard to the wholesale to retailers of non-food 
products  in the Czech Republic .  
5.3.4. Wholesale (upstream) and retail (downstream) of electronics in Slovakia  
(130) Based on the market shares communicated by the Notifying Parties, the Transaction 
would give rise to a vertical relationship between the wholesale supply of brown 
goods and SDA products by the Fast Group (upstream) and Mall Group’s  activities 
concerning the  online  retail sale of SDA (downstream) in Slovakia .  
(131) Table 8 below reports the Parties’ market shares for all relevant product groups and 
sub-segments . The market share s presented in Table 8 includ e both direct and 
indirect sales, as the Notifying Parties confirmed that, to the best of their knowledge, the combined market share of the Merged Entity would not be higher when 
segmenting between direct and indire ct sales .
112  
Table 8: Market shares for the wholesale and retail of electronics in Slovakia in 2020113 
Affected upstream  
market/sub -segm ent  Combined  Affected downstream market/sub -segm ent  Combined  
    
SDA (wholesale of food 
preparation)  [30-40]% Online retail of food preparation [20-30]% 
Offline retail of food preparation [50-60]% 
Overall retail of food preparation  [30-40]% 
Online retail of SDA  [10-20]% 
Offline retail of SDA  [30-40]% 
Overall  retail of SDA  [20-30]% 
                                                 
109  Form CO, Annex 33.  
110  Form CO, paragraph 483.  
111  Form CO, paragraph 485.  
112  The Notifying Parties’ response to RFI 3, 26 October 2021.  
113  Form CO, Annex 33.  
 
29 Affected upstream  
market/sub -segm ent  Combined  Affected downstream market/sub -segm ent  Combined  
    
Wholesale of audio home 
systems  [10-20]% 
Market for offline retail of audio home systems  [50-60]% 
Wholesale of brown goods  [5-10]% 
Wholesale of SDA  [10-20]% 
Market for offline retail of SDA  [30-40]% 
Wholesale of air treatment  [5-10]% 
Wholesale of SDA  [10-20]% 
Market for offline retail of air treatment  [30-40]% Wholesale of electrical 
cooking pots  [20-30]% 
Wholesale of SDA  [10-20]% 
Market for offline retail of electrical cooking pots  [40-50]% 
Wholesale of food preparation [30-40]% 
Wholesale of SDA  [10-20]% 
Market for offline retail of food preparation [50-60]% Wholesale of hot beverage 
ma kers  [5-10]% 
Wholesale of SDA  [10-20]% 
Market for offline retail of hot beverage makers  [30-40]% 
Wholesale of kettles  [10-20]% 
Wholesale of SDA  [10-20]% Market for offline retail of kettles  [30-40]% 
Wholesale of vacuum 
cleaners  [5-10]% 
Market for offline retail of vacuum cleaners  [30-40]% 
Wholesale of SDA  [10-20]% 
Wholesale of audio home 
systems  [10-20]% 
Market for overall retail of audio home systems  [30-40]% 
Wholesale of brown goods  [5-10]% 
Wholesale of electrical 
cooking pots  [20-30]% 
Market for overall retail of electrical cooking pots  [30-40]% 
Wholesale of SDA  [10-20]% 
Wholesale of food preparation [30-40]% 
Market for overall retail of food preparation  [30-40]% 
Wholesale of SDA  [10-20]% 
Wholesale of hot beverage 
ma kers  [5-10]% 
Market for overall retail of kettles  [30-40]% 
Wholesale of SDA  [10-20]% 
 
(132) The Transaction is not likely to lead to input or customer foreclosure as, post -
Transaction, the Parties would likely not have the ability to foreclose the Merged 
Entity’s upstream or downstream competitors  for the following reasons.  
(133) Firstly,  at the wholesale (upstream ) level, the markets shares  of the Fast Group are 
modest , reaching a maximum of [30-40]% in the very narrow  sub-segment of 
wholesale of products for food preparation. Consistent with these data, t he market 
investigation revealed that the M erged Entity would not have the ability or incentive 
to increase wholesale prices or reduce supply to competing retailers for the above 
segments of brown goods of SDA products114.  
                                                 
114  Replies to Q2 - questionnaire to retailers in Slovakia, question 18, Replies to Q4 - questionnaire to 
wholesalers in Slovakia, questions 13 and 14.  
 
30 (134) Secondly , at the retail (downstream) level, apart from  some relatively high market 
shares in certain very narrow  market sub-segment s, namely  the offline retail of 
products for food preparation ([50-60]%), the offline retail of audio home systems 
([50-60]%) and the offline retail of electrical cooking pots ([40-50]%), the market 
shares of the Mall Group are modest. The respondents to the market investigation 
consider that w holesaler s will have sufficient customers115 and retailers would be 
able to switch suppliers in the hypothetical  case of prices increases/supplies 
reduction, including for food preparation, audio home systems  and electrical cooking 
pots116. 
(135) Thirdly, the majority of the respondents to the market investigation consider that the 
Transaction will not have a negative impact on any of the product  segments  from 
Table 8.117  
(136) Fourthly , for the offline retail segment s listed in Table  8, the Transaction would not 
have a significant effect because beside Metro G roups’ estimated [0-5]% market 
share on any market segment, the rest of the upstream and downstream offline 
activity belongs to the Fast Group.118 
(137) Fifth ly, for the overall markets presented in Table 8, there would be sufficient 
competitors with regard to all the product groups and sub-segments thereof post-
Transaction.119 At the wholesale level , the Merged Entity would have competitive 
restraints in the affected markets  from the following companies: P hilips  Česká 
Republika S.R.O. (15-25%), Delonghi Appliances SRL  (15-25%), Groupe SEB ČR 
S.R.O. (15-25%), BSH Domácí Spotřebiče S.R.O. (5-10%), HP Tronic  (15-25%), 
Alza ([0-5]%), Singer Sewing Machine CO., SPOL. S  ([0-5]%), a nd Remoska 
S.R.O. ([0-5]%).120 Also at retail level there enough competitors remaining on the 
market: Alza (20-30%), NAY Group (20-30%), HP Tronic ([10-20]%), OKAY Elektro (5-10%), Andrea shop ([5-10]%), TPD ([0-5]%), Domoss ([0-5]%) and 
IKEA ([0-5]%).
121  
(138) Based on the considerations above, and in light of the results of the market 
investigation and of all the evidence available to it, the Commission concluded that 
the Transaction does not give rise to serious doubts as to its compatibility with the 
internal  market or the functioning of the EEA Agreement because of vertical non-
coordinated effects in the markets presented in Table  8.  
5.3.5. Wholesale (upstream) and retail (downstream) of non- food p roducts in Slovakia  
(139) Based on the market shares communicated by the Notifying Parties, the Transaction 
would give rise to a vertical relationship between the wholesale supply of maternity 
products by the Fast Group (upstream) and Mall Group’s  activities concerning the  
online  retail sale of maternity products and of toys and games (downstream) in 
Slovakia. Table 9 reports the Parties’ market shares for the narrowest possible 
markets. 
                                                 
115  Replies to Q2 -  ques tionnaire to retailers in Slovakia, question 19.  
116  Replies to Q2 -  questionnaire to retailers in Slovakia, question 20.  
117  Replies to Q4 -  questionnaire to wholesalers in Slovakia, question 15.  
118  Form CO, paragraph 488.  
119  Form CO, paragraph 489.  
120  Form  CO, paragraph 466.  
121  Form CO, paragraph 472.  
 
31 (140) With regard to the wholesale maternity products and toys and games, Table 9 reports 
the Parties’ market share including both direct and indirec t sales, as the Notifying 
Parties confirmed that, to the best of their knowledge, the combined market share of 
the Merged Entity would not be higher when segmenting between direct and indirect 
sales .122  
Table 9: Market shares for the wholesale and retail of non-food products in the Slovakia 
in 2020123 
Affected upstream  
market/sub -segm ent  Combined  Affected downstream market/sub -segm ent  Combined  
Wholesale of maternity 
products  <2%  Market for online retail of matern ity products  [40-50]% 
Wholesale of toys and games  <2%  Market for online retail of toys and games  [40-50]% 
 
(141) The Transaction is not likely to lead to customer foreclosure as, post -Transaction, 
the Parties would likely not have the ability nor the incentive to foreclose the 
Merged Entity’s upstream competitors  for the following reasons . 
(142) Firstly, notwithstanding the fact that the Mall Group’s market shares in the 
downstream markets for the online retail of  maternity products and toys and games 
are relatively high ([40-50]% and [40-50]% respectively), post -Transaction there 
would be credible alternative online retail ers for these two segments in Slovakia. 
Alternative online retailers of maternity products in Slovakia include Alza (5-10%), Feedo (5-10%), as well as others.
124 Alternative online retailers of toys and games in 
Slovakia include DRÁČIK – DIVI s.r.o. (20-40%), Alza ( [10-20]%), as well as 
others.125 
(143) Secondly, in Slovakia  some degree of competitive constraint is represented by the 
offline retail market, as  the online retail market for maternity products represents 
approx. 10% of the overall retail market for maternity products,126 whereas the 
online retail market for toys and games represents approx. 20% of the overall retail 
market for toys and games.127  
(144) Thirdly , post -Transaction, the Merged Entity’s market share on the overall retail 
market for maternity produc t would amount to approximately [5-10]%,128 whereas 
the Merged Entity’s market share on the overall retail market for toys and games 
would amount to approxima tely [5-10]%.129 
                                                 
122  The Notifying Parties’ response to RFI 3, 26 October 2021.  
123  Form CO, Annex 33.  
124  The Notifying Parties’ response to RFI 1, 11 October 2021.  
125  The Notifying Parties’ response to RFI 1, 11 October 2021.  
126  Form CO, paragraph 490.  
127  Form CO, paragraph 491.  
128  Form CO, paragraph 490.  
129  Form CO, paragraph 491.  
 
32 (145) Fourthly, the market share of the Fast Group on the upstream (wholesale) market is 
negligible (below 2% with regard to the wholesale market for the supply of 
maternity products as well as toys and games).130  
(146) In conclusion, in light of the above, the Commission considers that the Merged 
Entity would not have the ability nor the incentive to engage in a foreclosure strategy and that, in any event, a foreclosure strategy would not have a significant impact of 
effective competition. 
(147) Based on the considerations above, and in light of the  results of the market 
investigation and of all the  evidence  available to it, the Commission concluded that 
the Transaction does not give rise to serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement because of vertical non-coordinated effects in the markets present ed in Table  9.  
5.3.6. Market for the wholesale of electronics (upstream) and the retail of 
telecommunication services  (downstream) in Bulgaria   
(148) Based on the market shares communicated by the Notifying Parties, the Transaction 
would give rise to a vertical relationship between the wholesale supply of IT/TC 
products by the Fast Group (upstream) and Telenor's activities concerning the retail 
sale of telecommunication services  (downstream) in Bulgaria. Table 10 reports the 
Parties’ market shares for all the relevant segments and sub-segments . 
(149) With regard to the wholesale of IT/Communication devices, Table 10 reports the 
Parties’ market share including both direct and indirect sales, as the Notifying 
Parties confirmed that, to the best of their knowledge, the combined market share of 
the Merged Entity would not be higher when segmenting between direct and indirect sales .
131  
(150) With regard to the retail of mobile telecommunication services, Table 10 reports the Parties’ market share for the overall market, as the Notifying Parties confirmed that, 
to the best of their knowledge, the combined market share of the Merged Entity 
would not be higher under all possible segmentations (i.e., based on (i) the type of 
mobile telecommunications services offered and (ii) the type of customers).
132  
Table 10: Market shares for the wholesale of IT/TC products and the retail of 
telecommunication services in Bulgaria in 2020133 
Affected upstream  
market/sub- segm ent  Combined  Affected downstream 
market/sub- segm ent  Combined  
Wholesale of 
IT/communication 
devices  <1%  Market for retail of 
mobile 
telecommunications 
services in Bulgaria  [30-40]% 
 
                                                 
130  Form CO, Annex 33.  
131  The Notifying Parties’ response to RFI 3, 26 October 2021.  
132  The Notifying Parties’ response to RFI 3, 26 October 2021.  
133  Form CO, Annex 33.  
 
33 (151) The Transaction is not likely to lead to customer foreclosure as, post -Transaction, 
the Parties would likely not have the ability nor the incentive to foreclose Merged 
Entity’s upstream competitors  for the following reasons . 
(152) Firstly, Telenor’s market share s in the downstream markets for the retail of 
telecommunication services  is modest, amounting to [30-40]%.  This means that, 
post-Transaction, there would be credible alternative telecommunication mobile 
operators in Bulgaria besides Telenor. Mobile operators active in Bulgaria  include 
A1 ([30-40]%) and Vivacom ( [30-40]%).134 
(153) Secondly, the Fast Group’s  market share on the Bulgarian wholesale market of 
IT/TC devices would be safely below 1% under any potential relevant market 
definition and the  turnover generat ed by its wholesale of products belonging to the 
categories IT and TC in Bulgaria is negligible (approx. EUR […] in 2020).135 
(154) In conclusion, in light of the above, the Commission considers that the Merged 
Entity  would not have the ability nor the incentive to engage in a foreclosure strategy 
and that, in any event, a foreclosure strategy would not have a significant impact of 
effective competition. 
(155) Based on the considerations above, and in light of the results of the market 
investigation and of all the the evidence available to it, the Commission considers  
that the Transaction does not give rise to serious doubts as to its compatibility with 
the internal market or the functioning of the EEA Agreement because of ve rtical 
non-coordinated effects in the markets for the wholesale sales to retailers of 
IT/communications devices, as well as in the market for the retail sale of mobile 
telecommunication services in Bulgaria.  
5.3.7. Market for the wholesale (upstream) and retail (downstream) of electronics in 
Croatia  
(156) Based on the market shares communicated by the Notifying Parties, the Transaction would give rise to a vertical relationship between the wholesale supply of SDA 
products by the Fast Group (upstream) and Mall Group’s  activities concerning the  
online  retail sale of SDA (downstream) in Croatia. Table 11 reports the Parties’ 
market shares for all the relevant segments . 
(157) With regard to the wholesale of SDA, Table 11 reports the Parties’ market share 
including both direct and indirect sales, as the Notifying Parties confirmed that, to 
the best of their knowledge, the combined market share of the Merged Entity would 
not be higher when segmenting between direct and indirect sales .
136  
                                                 
134  Form CO, paragraph 472.  
135  Form CO, paragraph 346.  
136  The Notifying Parties’ response to RFI 3, 26 October 2021.  
 
34 Table 11: Market shares for the wholesale and retail of electronics in Croatia in 2020137 
Affected upstream  
market/sub- segm ent  Combined  Affected downstream 
market/sub- segm ent  Combined  
Wholesale of SDA (as 
well as under any 
potential relevant -marke t 
definition)  <1%  Market for online retail 
of SDA  [30-40]% 
 
(158) The Transaction is not likely to lead to customer foreclosure as, post -Transaction, 
the Parties would likely not have the ability nor the incentive to foreclose the 
Merged Entity’s upstream competitors  for the following reasons . 
(159) Firstly, the Merged Entity’s market share in the downstream markets for the online 
retail of SDA in Croatia would be  modest, amounting to [30-40]%. Additionally, a 
sufficient number of credible alternative (online) retailers of SDA remain active in 
Croatia, namely Elipso ([20-30]%), eKupi ([10-20]%), Emmezeta ([10-20]%), 
Pevex  ([10-20]%) and others.138  
(160) Secondly, the Fast Group’s market share on the Croatian wholesale market would be 
safely below 1% under any potential relevant market definition and the turnover 
generated by its wholesale of SDA products  is negligible (approx. EUR […]  
in 2020), represented by cross -border sales .139 
(161) In conclusion, in light of the above, the Commission considers that the Merged 
Entity  would not have the ability nor the incentive to engage in a foreclosure strategy 
and that, in any event, a foreclosure strategy would not have a significant impact on 
effective competition. 
(162) Based on the considerations above, and in light of the results of the market 
investigation and of all the evidence available to it, the Commission concluded that 
the Transaction does not give rise to serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement because of vertic al non-
coordinated effects in the markets for online wholesale sales (direct and indirect) of 
SDA and online  retail sale of SDA in Croatia.  
5.3.8. Market for the wholesale (upstream) and retail (downstream) of electronics in 
Slovenia  
(163) Based on the market shares communicated by the Notifying Parties, the Transaction would give rise to a vertical relationship between the wholesale supply of electronic 
products by the Fast Group (upstream) and Mall Group’s activities concerning the  
retail sale of electronic products (downstream) in Slovenia. Table 12 reports the 
Parties’ market shares for all the relevant segments and sub-segments . 
                                                 
137  Form CO, Annex 33.  
138  The Notifying Parties’ response to RFI 1, 11 October 2021.  
139  Form CO, paragraph 492.  
 
35 (164) With regard to the wholesale of electronics, Table 12 reports the Parties’ market 
share including both direct and indirect sales, as the Notifying Parties confirmed 
that, to the best of their knowledge, the combined market share of the Merged Entity  
would not be higher when segmenting between direct and indirect sales .140  
Table 12: Market shares for the wholesale and retail of electronics in Slovenia in 2020141 
Affected upstream  
market/sub- segm ent  Combined  Affected downstream 
market/sub- segm ent  Combined  
Wholesale of CE (as well 
as under any potential 
relevant -marke t 
definition)  <0.1%  Market  for overall 
(online and offline) retail 
of CE   [30-40]% 
Market for wholesale of 
electronics (as well as 
under any potential 
relevant -marke t 
definition)  <0.1%  Market for online 
electronics retail  [60-70]% 
Market for wholesale of 
brown goods (as well as 
under any potential 
relevant -marke t 
definition)  <0.1%  Market for online retail 
of brown goods  [60-70]% 
 
(165) The Transaction is not likely to lead to customer foreclosure as, post -Transaction, 
the Parties would likely not have the ability nor the incentive to foreclose the 
Merged Entity’s upstream competitors  for the following reasons . 
(166) Firstly, the Mall Group’s market shares in the downstream markets for the online 
retail of CE  in Slovenia  is modest, amounting to [30-40]%. Despite the fact that the 
Mall Group’s market shares in the downstream markets for the online retail of 
electronics and brown goods  in Slovenia  are more substantial ([60-70]% and 
[60-70]% respectively), a sufficient number of credible alternative (online) retailers 
of electronics overall, and brown goods  in particular, remain active in Slovenia , 
namely Big Bang ([10-20]% in both markets), Harvey Norman ([5-10]% in both 
markets), Enaa ([5-10]% in both markets) and others .142  
(167) Secondly, the Fast Group’s presence in Slovenia is negligible, therefore rendering 
any potential foreclosure strategy of the Merged Entity unlikely to succeed, as the Merged Entity would not have capacity (upstream) to m eet its own demand 
(downstream). The Fast Group’s market share on the Slovenian wholesale market 
would be safely below 1% under any potential relevant market definition and the 
turnover generated by its wholesale of electronics  in Slovenia  is represented by 
marginal sales of brown goods (approx. EUR […] in 2020).
143 
                                                 
140  The Notifying Parties’ response to RFI 3, 26 October 2021.  
141  Form CO, Annex 33.  
142  The Notifying Parties’ response to RFI 1, 11 October 2021.  
143  Form CO, paragraph 348.  
 
36 (168) In conclusion, in light of the above, the Commission considers that the Merged 
Entity  would not have the ability nor the incentive to engage in a foreclosure strategy 
and that, in any event, a foreclosure strategy would not have a significant impact of 
effective competition. 
(169) Based on the considerations above, and in light of the results of the market 
investigation and of all the evidence available to it, the Commission considers  that 
the Transaction does not give rise to serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement because of vertical non-
coordinated effects in the markets for the wholesale sales (direct and indirect) of 
electronic s and the  retail sale of electronics in Slovenia.  
5.3.9. Conclusion on vertical non- coordinated effects  
(170) In light of the considerations outlined in paragraphs 5.3.1 – 5.3.8, and based on the 
results of the market investigation as well as on all the information available to it, the 
Commission concludes that the concentration does not raise serious doubts as to its 
compatibility with the internal market with respect to vertical non-coordinated 
effects in (i) the  market s for the wholesale (upstream) and retail (downs tream) of 
electronics in the Czech Republic ; (ii) the markets for the w holesale of electronics 
(upstream) and retail of mobile telecommunication services (downstream) in the 
Czech Republic; (iii) the markets for the w holesale (upstream) and retail 
(downstream) of non-food products in the Czech Republic ; (iv) the markets for the 
wholesale (upstream) and retail (downstream) of electronics in Slovakia ; (v) the 
markets for the w holesale (upstream) and retail (downstream) of non-food products 
in Slovakia ; (vi) t he markets for the wholesale of electronics (upstream) and the 
retail of telecommunication services (downstream) in Bulgaria ; (vii) the  market s for 
the wholesale (upstream) and retail (downstream) of electronics in Croatia ; and 
(viii)  the m arket s for the w holesale (upstream) and retail (downstream) of electronics 
in Slovenia .  
6. CONCLUSION  
(171) For the above reasons, the Commission has decided not to oppose the notified 
operation and to declare it compatible with the internal  market and with the 
functioning of the EEA Agreement. This Decision is adopted in application of 
Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
  
(Signed)  
Margrethe VESTAGER  
Executive Vice -President