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, 30.3.2020  
C(2020 ) 2048 final  
PUBLIC VERSION  
 
To the notifying p arty      
Subject : Case M.9705 – EXOR/GEDI  
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 24 February 2020,  the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which EXOR N.V. 
(“EXOR” or the “Notifying Party”, the Netherlands) acquires within the meaning of 
Article 3(1)(b) of the Merger Regulation sole control over the whole of GEDI Gruppo 
Editoriale S.p.A. (“GEDI” or “Target”, Italy) (the “Transaction”). EXOR and GEDI 
are collectively referre d to as the “Parties”.3 
1. THE PARTIES  
(2) EXOR is a holding company with investments in companies operating in various 
sectors, among which car manufacturing, production of commercial vehicles used for 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation ”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( “TFEU ”) has introduced certain changes, such as the replacement of  
“Community ” by “Union ” and “common market ” by “internal market ”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the “ EEA Agreement ”). 
3  Publication in the Official Journal of the European Union No C 89, 18.03. 2020, p.2.  
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omitted has been replaced by ranges of 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 agriculture and industry in general, reinsurance and profess ional football  clubs . Fiat 
Chrysler Automobiles N.V. (“FCA”) is the most prominent company controlled by 
EXOR.  
(3) GEDI is active, directly and/or through its subsidiaries, in the publishing, digital 
communication, radio and television sectors in Italy.4 GEDI , through its subsidiary 
A.Manzoni & C.S.p.A (“Manzoni”) , is also active in the sale of advertising space  on 
daily and non -daily press, online, on the radio and on television, .  
2. THE CONCENTRATION  
(4) Pursuant to a purchase agreement dated 2 December 2019 , EXOR will indirectly 
acquire 43.78% of GEDI’s shareholding currently held by CIR – Compagnie 
Industriali Riunite S.p.A. (“ CIR”).5 EXOR already holds a minority shareholding 
which amounts to 5.99% of GEDI’s shares. Accordingly, post -Transaction EXOR will 
hold 49 .77% of GEDI’s shareholding.  
(5) Since GEDI holds treasury shares equal to 4.30% of its issued share capital, post -
Transaction EXOR will de facto hold 52.01% of the voting rights  in GEDI .6 EXOR 
will be able to appoint the  majority of the members of GEDI’s Boar d of Directors that 
takes strategic decisions by a simple majority. Therefore, post -Transaction, EXOR 
will exercise sole control over GEDI.7  
(6) The Transaction therefore constitutes a concentration pursuant to Article 3(1)(b) of 
the Merger Regulation.  
3. EU DIMENSION  
(7) The undertakings concerned have a combined aggregate world -wide turnover of more 
than EUR 5 billion8 (EXOR: EUR [130-160] billion, GEDI: EUR [700-800] million). 
Each of them has a n EU-wide turnover in excess of EUR 250 million  (EXOR: EUR 
[30 000 - 40 000]  million, GEDI: EUR [700-800] million). None of the Parties 
achieves  more than two -thirds of their aggregate EU-wide turnover within one and the 
same Member State.  
                                                 
4  GEDI is active in the following sectors: d aily press,  on a national and local basis ( e.g., La Repubblica,  La 
Stampa); m onthly and weekly press  (e.g., L’Espre sso, National Geographic Italia) ; distribution of written 
press on a national and local level ; radio through the subsidiary Elemedia S.p.A  (Radio Deejay, Radio 
Capital and m2o ); television (Deejay TV).  
5  EXOR will indirectly acquire these shares through a wholly owned special purpose vehicle of new creation 
(“BidCo”).  
6  52.01% voting rights corresponds to the pro rata of the operating voting right after deduct ing from the total  
voting rights the treasury  shares (4.30%)  which are not outstanding and therefore cannot be used to express 
votes . 
7  When the Transaction closes, BidCo will la unch a mandatory takeover bid on the outstanding shareholding 
of GEDI. Accordingly, subject to the outcome of the mandatory takeover bid, EXOR could indirectly hold 
the entire shareholding of GEDI. The Notifying Party submits that CIR intends to reinvest i n BidCo in order 
to acquire a shareholding equal to 5%. [Corporate governance’s details concerning the potential future 
transaction regarding GEDI’s shareholding] . 
8  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
 
3 (8) Therefore, the Transaction has a n EU dimension pursuant to Article 1(2) of the Merge r 
Regulation . 
4. RELEVANT MARKETS  
(9) The Parties’ activities do not lead to any horizontal overlaps.  The Transaction only 
gives rise to a vertical relationship between GEDI’s activities in the upstream market 
for the sale of advertising space in Italy and EXOR’ s activities, through FCA, as a 
manufacturer and supplier of passenger cars and light commercial vehicles (“LCVs”) .9 
4.1. Product market definition  
4.1.1.  Sale of  advertising space  
4.1.1.1.  Commission’s precedents  
(10) In previous decisions, the Commission considered that the mark et for advertising 
space may be segmented into (i) online and (ii) offline advertising space.10 Within 
offline advertising space, the Commission found that a further segmentation between 
(i) written press (ii) television and (iii) radio advertising space co uld be relevant.11 In 
addition, within the written press segment, the Commission considered that (i) daily 
and (ii) non -daily written press may constitute separate markets.12 
4.1.1.2.  The Notifying Party’s view  
(11) The Notifying Party submits that the precise market defi nition can be left open in the 
present case as the Transaction does not raise concerns  under any plausible product 
market definition.  
4.1.1.3.  The Commission’s assessment  
(12) The Commission considers that for the purpose of the present decision the exact  
product market definition for the sale of advertising space (whether overall or 
segmented into online and offline advertising  which is further sub-segmented into 
advertising in the written press,  daily and non -daily,  on the radio or on television) can 
be left open  as the Transaction does not raise serious doubts as to its compatibility 
                                                 
9  EXOR is not active in any of the segments in which GEDI is active, except for a non -controlling 
shareholding in The Economist  Newspaper Ltd. (“The Economist”) . EXOR holds 43.40% of the 
shareholding of The Economist Newspaper, in B -shares. According to the Articles of Association of The 
Economist, notwithstanding the actual shareholding ownership, no shareholder is entitled to more than 20% 
of the total voting ri ghts. [Details concerning the corporate governance  rules of The Economist]  
10  Commission decision of 23 April 2018, Case COMP/M.8944 – Liberty Global/De Vijver Media and Liberty 
Global (SBS)/Mediahuis/JV , para. 70; Commission decision of 6 September 2018, Case COMP/M.8788 – 
Apple/Shazam , rec. 133; Commission decision of 15 June 2018, Case COMP/M.8861 – Comcast/Sky , paras. 
64, 66 and 69 .  
11  Commission decision  of 23 April 2018, Case COMP/M.8944 – Liberty Global/De Vijver Media and Liberty 
Global (SBS)/Media huis/JV , para. 65;  Commission decision of 15 June 2018, Case COMP/M.8861 – 
Comcast/Sky , paras. 64 and 69; Commission decision of 7 April 2017, Case COMP/M.8354 – FOX/SKY , 
para. 114 . 
12  Commission decision  of 7 April 2017, Case COMP/M.8354 – FOX/SKY , para. 112.  
 
 
4 with the internal market or the functioning of the EEA Agreement  under any plausible 
market definition  for the sale of advertising space .  
4.1.2.  Manufacturing and supply of passeng er cars and commercial vehicles  
4.1.2.1.  Commission’s precedents  
(13) In previous decisions , the Commission considered separate markets for the 
manufacturing and supply of passenger cars on the one hand, and of commercial 
vehicles on the other hand . 
(14) For passenger cars, the Commission considered possible separate product markets for 
(i) mini cars (ii) small cars , (iii) medium cars , (iv) large cars , (v) executive cars , (vi) 
luxury cars , (vii) sport coupés , (viii) multipurpose vehicles , and (ix) sport utility 
vehicles (“SUV s”).13 
(15) The Commission has previously considered further sub -segmentation of the possible  
market for SUVs into (i) small , (ii) medium, and (iii) large SUVs but ultimately left 
the precise market definition open. Furthermore, the Commission left open whether 
electric cars constitute a separate product market and whether this possible market 
should be further segmented accordi ng to (i) technology (electri c battery cars and 
hybrid cars)  or, (ii) by category of car, as those defined in paragraph (14) for vehicles 
with combustion engines.14 
(16) In previous decisions, the Commission considered a possible segmentation of the 
market for c ommercial vehicles into (i) LCVs with a gross weight below 6 tons, (ii) 
medium trucks between 6 and 16 tons , and (iii) heavy trucks above 16 tons.15 
(17) For LCVs, the Commission considered but ultimately left open, whether to further 
sub-segment  LCVs  into vehic les (i) up to 3.5 tons and (ii) between 3.5 and 6 tons. The 
Commission also ultimately left open whether pick -up trucks can be considered 
passenger cars given that they can be purchased for private use and can transport both 
goods and people.16 
4.1.2.2.  The Notifyin g Party’s view  
(18) The Notifying Party submits that the precise market definition can be left open in the 
present case as the Transaction does not raise concerns  under any plausible product 
market definition.  
                                                 
13  Commission decision of 10 December 2019, Case COMP/M.9360 – Daimler/Geely/JV , para. 15; of 5 July 
2017, Case COMP/M.8449 – Peugeot/Opel , para. 11; Commission decision of 24 July 2009, Case 
COMP/M.5518 – Fiat/Chrysler , para. 12.  
14  Commission decis ion of 10 December 2019, Case COMP/M.9360 – Daimler/Geely/JV , para. 16; 
Commission decision of 5 July 2017, Case COMP/M.8449 – Peugeot/Opel , paras. 14 -16. 
15  Commission decision of 26 July 2017, Case M.8309 – Volvo Car Corporation/First Rent a Car , para.13 ; 
Commission decision of 5 October 2016, Case M.8099 – Nissan/Mitsubishi , para.17; Commission decision 
of 5 December 2006, Case M.4420 – Credit Agricole Fiat Auto/FAFS , para.20.  
16  Commission decision of 10 December 2019, Case COMP/M.9360 – Daimler/Geely/JV , paragraph 17; 
Commission decision of 5 July 2017, Case COMP/M.8449 – Peugeot/Opel , paragraphs 21 -24.  
 
 
5 4.1.2.3.  The Commission’s assessment  
(19) The Commission conside rs that for the purpose of the present decision  the question 
whether there are separate markets for passenger car s and commercial vehicles s17 and 
whether they should be further sub -segmented as indicated at paragraphs (14) -(17) can 
be left open  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 
market definition  for the m anufacturing and supply of passenger cars and commercial 
vehicles .  
4.2. Geograp hic market definition  
4.2.1.  Sale of  advertising space  
4.2.1.1.  Commission’s precedents  
(20) With regard to the market for advertising space, in previous decisions referenced in 
Section 4.1.1 , the Commission considered the market for advertising space to be 
national in scope.18 
4.2.1.2.  The Notifying Party’s view  
(21) The Notifying Party submits that the precise market definition can be left open in the 
present case as the Transaction does raise any concerns under any plausible geographic  
market definition .  
4.2.1.3.  The Commission’s assessment  
(22) In view of previous decisions, the Commission takes the view  that, for the purpose of 
the present decision, the geographic market is national, i.e., the sale  of advertising 
space  (and possible sub -segments)  in Italy.  
4.2.2.  Market for manufacture and supply of passenger cars and commercial vehicles  
4.2.2.1.  Commission’s precedents  
(23) With regard to manufacturing and supply of passenger cars  and commercial vehicles , 
in previous decisions referenced in Section 4.1.2 , the Commission left open whether 
the geographic scope of the markets for manufacturing and supply of passenger ca rs 
and commercial vehicles is EEA -wide or national in scope.19 
                                                 
17  The Notifying Party submits that, within  the commercial vehicles sector, FCA is active in the manufacturing 
and supply of  (i) LCVs of  up to 3.5 tons and (ii) LCVs from 3.5 to 6 tons  (only to a limited extent) . FCA 
does not manufacture commercial vehicles with a gross weight in excess of 6 tons. FCA is thus not active 
in the manufacture and supply of  medium trucks and heavy trucks . 
18  Commission decision of 15 June 2018, Case COMP/M.8861 – Comcast/Sky , para. 74; Commission decision 
of 7 April 2017, Case COMP/M.8354 – FOX/SKY , para. 118; Commission decision of 12 March 2013, Case 
COMP/M.6840 – Goldman Sachs/TPG Lundy/Romanes Media Group , para. 19; Commission decision of 
21 December 2010, Case COMP/M.5932 – News Corp/BskyB , paras. 269 -270.  
19  Commission decision of 10 December 2019, Case COMP/M.9360 – Daimler/Geely/JV , para. 21; 
Commission decision of 5 July 2017, Case COMP/M.8449 – Peuge ot/Opel , para. 26; Commission decision 
of 24 July 2009, Case COMP/M.5518 – Fiat/Chrysler , para. 20 ; Commission decision of 5 October 2016, 
Case M.8 099 – Nissan/Mitsubishi , para.19 -21; Commission decision of 5 December 2006, Case M.4420 – 
 
 
6 4.2.2.2.  The Notifying Party’s view  
(24) The Notifying Party submits that the precise market definition can be left open in the 
present case as the Transaction will not raise any concerns under any plausible 
geographic  market definition . 
4.2.2.3.  The Commission’s assessment  
(25) The Commission considers that for the purpose of the present decision the question 
whether the market for manufacturing and supply of passenger cars and commercial 
vehicles (and possible sub -segment s) is EEA -wide or national can be left open . 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 market 
definition.  
5. COMPETITIVE ASSESSMEN T 
(26) The Transacti on does not lead to any horizontal overlaps between the Parties’ 
activities. The Transaction gives rise to a vertical relationship between GEDI’s 
activities as a supplier of advertising space and EXOR’s activities, through FCA, as a 
manufacturer and suppli er of passenger cars and LCVs .  
5.1. Framework for the competitive assessment  
(27) Pursuant to the Non -Horizontal Merger Guidelines, in the context of vertical mergers, 
foreclosure occurs when actual or potential rivals’ access to supplies or markets is 
hampered, th ereby reducing those companies’ ability and/or incentive to compete. 
Such foreclosure may discourage entry or expansion of rivals or encourage their exit.20 
(28) The Non -Horizontal Merger Guidelines distinguish between two forms of foreclosure: 
input foreclosure  occurs where the merger is likely to raise the costs of downstream 
rivals by restricting their access to an important input and customer foreclosure occurs 
where the merger is likely to foreclose upstream rivals by restricting their access to a 
sufficient  customer base.21 
(29) In order for foreclosure to be a concern, three conditions need to be met post - merger: 
(i) the merged entity needs to have the ability to foreclose its rivals22 ; (ii) the merged 
entity needs to have the incentive to foreclose its rivals23; and (iii) the foreclosure 
strategy needs to have a significant detrimental effect on the parameters of competition 
on the downstream market (input foreclosure)24 or on consumers (customer 
                                                 
Credit Agricole Fi at Auto/FAFS , para.21; Commission decision of 5 July 2017, Case COMP/M.8449 – 
Peugeot/Opel , paragraphs 26; Commission decision of 10 December 2019, Case COMP/M.9 360 – 
Daimler/Geely/JV , para. 19 ; 
20  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentration between undertakings (the “Non-Horizontal Merger Guidelines ”) OJ C 265/6, 18.10.2008, 
paragraphs 29 -30. 
21  See Non-Horizontal Merg er Guideli nes, paragraph 30.  
22  See Non-Horizontal Merger Guidelines, paragraphs 33 to 39 and 60 to 67 . 
23  See Non -Horizontal Merger Guidelines, paragraphs 40 to 46 and 68 to 71.  
24  See Non -Horizontal Merger Guidelines, paragraphs 47 to 57.  
 
 
7 foreclosure).25 In practice, these factors are often examined togethe r since they are 
closely intertwined.  
5.2. Affected markets  
5.2.1.  Market shares  
(30) In 2018, GEDI had market shares b elow 30% in all possible segments of the market 
for the  sale of advertising  in Italy, as demonstrated in Table 1 below.  
Table 1: GEDI’s Market shares in the market for advertisement space by value (Italy, 
2016 -2018)  
Value  2016  
(in %)  2017  
(in %)  2018  
(in %)  
Advertisement on daily written 
press  [20-30] [20-30] [20-30] 
Advertisement on non -daily 
written press  - [0-5] [0-5] 
Online advertisement  [0-5] [0-5] [0-5] 
Advertising on radio  [10-20] [10-20] [10-20] 
Television Advertising  0.0 0.0 0.0 
Advertisement space in Italy  - - [0-5] 
Source: Form CO  
(31) EXOR (through FCA’s activities)  has market shares exceeding 30% in the EEA 
market for the manufacture and supply of mini cars and the Italian market s for the 
manufacture and supply of mini cars and for the manufacture and supply of 
multipurpose vehicles.  FCA’s market share remains below  30% in all the other 
possible product and geographic market  definition s referred to at paragraphs (19) and 
(25).  
Table 2: Market shares for the manufacture and supply of mini cars (EEA and Italy, 
2016 -2018)  
Volume  2016  
(in %)  2017  
(in %)  2018  
(in %)  
 EEA  Italy  EEA  Italy  EEA  Italy  
FCA  [30-40] [60-70] [30-40] [60-70] [30-40] [50-60] 
PSA [20-30] [10-20] [10-20] [10-20] [10-20] [10-20] 
Hyundai -Kia [10-20] [5-10] [10-20] [5-10] [10-20] [5-10] 
Volkswagen  [10-20] [5-10] [10-20] [5-10] [10-20] [5-10] 
Toyota  [5-10] - [5-10] - [5-10] - 
Renault -Nissan -
Mitsubishi  [5-10] - [5-10] - [5-10] - 
Daimler  [5-10] [5-10] [5-10] [5-10] [5-10] [5-10] 
Others  [0-5] [5-10] [0-5] [5-10] [0-5] [5-10] 
Total  100 100 100 100 100 100 
Source:  Form CO  
 
                                                 
25  See Non -Horizontal Mer ger Guidelines, paragraphs 72 to 77.  
 
 
8 Table 3: Market shares for the manufacture and supply of multipurpose vehicles (Italy, 
2016 -2018)  
Volume  2016  
(in %)  2017  
(in %)  2018  
(in %)  
FCA  [30-40] [30-40] [30-40] 
Renault -Nissan -
Mitsubishi  [5-10] [10-20] [10-20] 
Ford  [10-20] [10-20] [10-20] 
PSA [10-20] [10-20] [10-20] 
Daimler  [5-10] [5-10] [5-10] 
Hyundai -Kia [5-10] [5-10] [5-10] 
Others  [10-20] [10-20] [10-20] 
Total  100 100 100 
Source:  Form CO  
(32) Therefore , on the basis of the information provided by the Notifying Party, the 
Commission considers that the affected markets are:  
- the upstream  market for the sale of advertising space  in Italy and its possible sub -
segments : (i) on daily written press; (ii) on non-daily written press; (iii) online; 
(iv) on radio; and , (v) on television.  
- the downstream  market s for  
o the manufacture and supply of (a) mini cars and (b) multipurpose vehicles 
in Italy, and  
o the manufacture and supply of mini cars in the EEA.  
5.3. Analysis o f vertical effects  
5.3.1.  Input foreclosure  
5.3.1.1.  The Notifying Party's view  
(33) According to the Notifying Party, the Transaction is not likely to lea d to input 
foreclosure with regard to the sale of advertising space for the reasons set out at 
paragraphs (34)-(36) below.  
(34) First, the Notifying Party submits that GEDI  would not have the ability  to engage in 
input f oreclosure. The Notifying Party considers that GEDI does not have the 
necessary market power to engage in an input foreclosure strategy denying access to 
advertisi ng space to competitors of FCA. GEDI has limited market shares, i.e., below 
[5-10]% under all segments except for the Italian market for advert ising on daily 
written press ([20 -30] %) and the market for radio advertising ( [10-20] %) in 2018. In 
the Italian  market for advertising on daily written press, alternative suppliers include 
Cairo Communication/RCS ( [20-30] %), Montif ( [5-10] %), and the Caltagirone 
Group ( [5-10] %). In the Italian market for advertising on radio, the market leaders 
are Radio Televis ione Italiana (RAI) ( [20-30] %) an d Fininvest ([10 -20] %).  
(35) Second, the Notifying Party submits that the strong presence of specialised advertising 
agencies would also exclude  any possible ability of the merged entity to engage in 
 
 
9 input foreclosure. According to the Notifying Party, advertising intermediaries 
manage about 80% of national campaigns on television and in newspapers. In the 
Notifying Party's view, such agencies, which purchase a dvertising spaces in various 
types of media, thus enjoy a significant countervailing buyer power, which prevents 
small media owners, such as GEDI, from raising prices for the sale of advertising 
space. Furthermore, these intermediation agencies do not only  sell advertising space 
to car manufacturers, but also to market players in other sectors. Accordingly, if GEDI 
increased prices for automotive campaigns, the intermediaries could divert demand 
from a significantly larger pool of advertising purchasers to alternative suppliers.  
(36) Third, t he Notifying Party  submits that  GEDI  would not have any incentive  to adopt 
an input foreclosure strategy  as such a strategy would not be profitable for the merged 
entity. The Notifying Party explains that GEDI applies a prof it maximising strategy 
by selling advertising space to a mix of customers, including FCA’s competitors. Due 
to GEDI’s lack of market power in the upstream market, denying sales of GEDI’s 
advertising space to FCA’s competitors would result in lost profits b ut is not likely to 
result in any increased sales of cars in the downstream market. The Notifying Party 
submits that, in view of EXOR’s existing minority shareholding in GEDI pre -
Transaction,  GEDI would have already stopped selling  advertising space to FCA ’s 
competitors  in the downstream market  if such  a strategy were profitable . 
(37) Furthermore , the Notifying Party submits that GEDI’s hypothetical decision to 
exclusively or substantia lly sell advertising space only to FCA post-Transaction  would 
qualify as a re lated -party transaction that would require a prior approval from the 
related -party committee, in charge of the protection of the interests of GEDI’s 
minority shareholders . In this respect, the Notifying Party explains that such a strategy 
(excluding sales to a large number of customers) would likely not be approved by the 
related -party committee protecting the interests of minority shareholders.  
5.3.1.2.  The Commission 's assessment  
(38) The Commission considers that for the reasons set out below, the merged entity would 
neither have the ability nor the incentive to foreclose FCA’s competitors in the 
downstream market for manufacturing and supply of cars (and possible sub -segments)  
by exclusively supply ing GEDI’s advertising space to FCA  and that, in any event, any 
such st rategy would not have a significant detrimental effect on competition 
downstream .  
(39) First, with regard to the ability  to engage in input foreclosure, the merged entity does 
not have a significant degree of market power in the upstream market to successfully 
deny access to adverti sing space to FCA’s competitors. As set out at Table 1, in most 
segments GEDI’s market shares are very limited (below [5-10] %). In the segments 
for advertising on daily written press and advertising on radio in Italy,  GEDI has a 
market share of [20-30] % and [10-20]%, respectively.  Therefore, based on the 
Notifying Party’s submission, GEDI’s market shares in the upstream market for the 
sale of advertising space remain below 30 % in all plausible segments.  
(40) Second, the m arket investigation results confirm that customers of advertising space, 
including FCA’s competitors in the downstream market for manufacturing and supply 
of cars are not dependent on GEDI’s advertising space and that GEDI does not account 
 
 
10 for a major part  of their demand.26 Some respondents to the market investigation 
further indicate that advertising space is also purchased through intermediary 
advertising agencies.27 The Commission considers, based on the Notifying Party’s 
submission, that post -Transaction  there will remain a sufficient number of alternative 
suppliers of advertising space in all possible segments, such as Cairo 
Communications/RCS, Montif and Caltagirone Group (advertising on daily written 
press) and Radio Televisione Italiana (RAI) and Fini nvest (advertising on radio).   
(41) Third, with regard to the incentive  to engage in input foreclosure , the Commission 
notes that GEDI’s limited market shares in all possible segments of the upstream 
market for the sale of advertising space would likely render any input foreclosure 
strategy unprofitable. In particular, the Commission considers that  selling GEDI’s 
advertising space only to FCA post -Transaction would likely result in lost sal es from 
potential customers (both from the automotive and other sectors ) that would not be 
recouped by any increased sales in the downstream market for manufacturing and 
supply of cars.  
(42) Fourth, the Commission considers that even if the merged entity pursued an input 
foreclosure strategy, for the reasons set out at paragraphs (39)-(41) above, such a 
strategy would likely not  result in a ny reduction in the rivals’ ability or in their 
incentive to compete with the merged entity and would not lead to any appreciable 
increase  in prices in the downstream market for manufacturing and supply of cars.  
(43) Based on the above , the Commission c oncludes  that the Transaction does not raise 
serious doubts as to its compatibility with the internal market  with respect to potential 
input foreclos ure.  
5.3.2.  Customer foreclosure  
5.3.2.1.  The Notifying Party’s view  
(44) According to the Notifying Party, the Transaction is not likely to lead to customer 
foreclosure  with regard to the sale of advertising space for the reasons set out at 
paragraphs (45)-(48) below.  
(45) First, the Notifying Party submits that the Parties would lack the ability to foreclose 
suppliers of advertising space from access to key customers.  The Notifying Party 
argues that from the perspective of a supplier of advertising space, such as GEDI, the 
possibility to advertise FCA’s vehicles is equivalent to the possibility of advertising 
any other products/services offered by third companies.  
(46) Second, the Notifying Party argues that FCA’s expenses for advertising space 
represent a negligible share of the  overall market. In 2018, FCA’s ex penses accounted 
for less than [ 0-5] % of the expenses in an overall media advertising market in Italy, 
under all plausible segments, except for the Italian market for radio advertising, in 
which FCA represents [0-5] % of the expenses. Given FCA’s small share of the 
advertising market in Italy, the Notifying Party submits that GEDI’s competitors 
would have sufficient possibilities to sell advertising spaces to all other car 
                                                 
26  Q2 – Questionnaire to Customers (“Q2”), replies to question 4.  
27  Q1 – Questionnaire to Competitors (“Q2”), replies to question 3.2; Q2, replies to question 4 .1. 
 
 
11 manufacturers (as well as any other company) activ e in Italy, even if post -Transaction 
FCA only purchased advertising space from GEDI.  
(47) Third, the  Notifying Party submits that GE DI would not have the incentive  to foreclose 
advertising space suppliers from access to key customers . In the Notifying Party’s 
view, a potential customer foreclosure strategy would not be profitable. [FCA’s 
advertising strategy on Italian media ].. According to the Notifying Party, a change in 
this strategy would negatively affect FCA’s profits in the downstream market for 
manufactu re and supply of cars which cannot be offset by any hypothetical 
incremental gains in advertising revenues in the upstream market.  
(48) Fourth , the Notifying Party submits that [FCA’s advertising strategy on Italian media ]. 
Accordingly, due to product differentiation, FCA would not be able to exclusively or 
substantially use GEDI’s limited market position on television and online advertising. 
This is already the case today, despite EXOR owning a minority shareholding in 
GEDI , with GEDI only representing [10-20] % of the overall space advertising 
expenses by EXOR.  
5.3.2.2.  The Commission 's assessment  
(49) The Commission considers that for the reasons set out below,  the merged entity would 
neither have the ability nor the incentive to forecl ose rivals upstream by exclusively 
relying on GEDI’s advertising space and stopping purchas es of  advertising space from 
other suppliers  and that, in any event, any such strategy would not have a significant 
detrimental effect in the downstream market and h arm consumers .  
(50) First, with regard to the ability  to engage in customer foreclosure, the Commission 
takes the view that FCA does not constitute an important route to market for suppliers 
of advertising space. The market investigation results confirm that s uppliers of 
advertising space (in all possible sub -segments) do not only sell to customers from the 
automotive industry but also to customer s from other industries.28 In addition, based 
on the Notifying Party’s submission (see paragraph (46)) and the market  investigation 
results, FCA does not account for a large proportion of advertising sales in Italy.29 
Therefore, the Commission considers that post -Transaction there will remain 
sufficient alternative customers of advertising space.  
(51) Second, with regard to th e incentive  to engage in customer  foreclosure , the 
Commission notes that due to product differentiation, FCA is unlikely to be able to 
solely rely on GEDI’s media for all its advertising needs. Some respondents to the 
market investigation expressed the view that automotive players have specific needs 
in terms of advertising and they can achieve their targets by devising campaigns in 
different media belonging to various suppliers of advertising space.30 Furthermore, 
due to GEDI’s very limited position in s pecific sub -segments (e.g., TV and online 
advertising), FCA is likely to continue sourcing advertising space from alternative 
suppliers  rather than exclusively relying on GEDI .31 
                                                 
28  Q2 – Questionnaire to Customers (“Q2”), replies to question 4.2.  
29  Q2 – Questionnaire to Customers (“Q2”), replies to question 4.2  and 5.1.  
30  Q2 – Questionnaire to Customers (“Q2”), replies to question 4.2.  
31  Q2 – Questionnaire to Customers (“Q2”), replies to question 6.1.  
 
 
 
12 (52) Third, the Commission considers that even if the merged entity pursued a custo mer 
foreclosure strategy, for the reasons set out at para graphs ( 50)-(51) above, such a 
strategy would not adversely affect upstream rivals’ ability to compete in such a way 
as to lead to detrimental effects on competition in the downstream market for the 
manufacture and supply of cars.  
(53) Based on the above, the Commission concludes that  the Transaction does not raise 
serious doubts as to its compatibility with the internal market  with respect to potential 
customer foreclosure.   
6. CONCLUSION  
(54) For the above reaso ns, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 5 7 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President