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, 3.8.2021  
C(2021) 5907 final  
PUBLIC VERSION 
 
Triton Fund V L.P .  
c/o Triton Investment Management Limited 
5/6 Esplanade, 1st Floor St Helier 
JE2 3QA – Jersey  
Channel Islands  
Subject : Case M. 10255 – TRITON / BERGMAN CLINICS  
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 28 June 2021, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Triton group 
(“Triton”, Jersey)  intends to acquire by way of purchase of shares  sole control of the 
whole of Bergman Healthca re Clinics B.V. (“Bergman Clinics”, the Netherlands), 
within the meaning of Article 3(1)(b) of the Merger Regulation (hereinafter, the 
“Transaction”).3 Triton is designated hereinafter as the “Notifying Party”  and 
together with Bergman Clinics as the “Part ies”. 
                                                 
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 262, 5.7.2021, p. 21.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are shown thus […]
. Where possible the 
information omitted has been replaced by ranges of figures or a general description.
 
 
 
2 1. THE PARTIES  
(2) Triton is a private equity fund investing primarily in medium- sized businesses 
headquartered in Central and Northern Europe  with a particular focus on four core 
sector s, namely Business Services, Industrials, Consumer and Health. One of 
Triton’s portfolio companies, Aleris Group AB, is active in the provision of 
ophthalmological services in both Sweden and Norway.  
(3) Bergman Clinics operates focus clinics throughout the Netherlands, Sweden, 
Denmark, Norway and Germany offering medical care in the fields of orthopaedics, ophthalmology, gynaecology, aesthetic medicine, cardiology, gastroenterology, dermatology and vascular medicine . One of Bergman Clinics' portfolio companies , 
Memira AB, is active in the provision of ophthalmological services across the Nordic countries. 
2. T
HE CONCENTRATION  
(4) Triton,4 through BNS Bidco B.V. (“BNS”),5 an investment vehicle incorporated for 
the purpose of the Transaction, intends to acquire a majority of shares in Hippocrates 
Capital B.V., which is the holding company of Bergman Clinics and its subsidiaries, 
from its current owners Malenstein Holding B.V. (“Malenstein”), NPM Capital N.V. 
(“NPM”) and Stichting Administratiekantoor Hippocrates Capital, collectively 
referred to as the “Sellers”.  
(5) The Sellers initiated a sale of the shares in Hippocrates Capital B.V. through a 
controlled auction process and Triton was selected as the purchaser.  
(6) The Transaction will be implemented through the signing of a  Share Purchase 
Agreement (“SPA”). Each of the Parties obtained all necessary corporate and other 
internal approvals to agree on a draft SPA. The Parties recorded this agreement by entering into a Signing Protocol executed on 8 March 2021.  
(7) Triton will acq uire, indirectly through BNS  and two holding companies currently 
wholly owned by Triton, LuxCo 53 and LuxCo 54, a majority of the share capital in Bergman Clinics.  
(8) BNS will acquire full ownership of Bergman Clinics, through the purchase of 100% of the share capital of its holding company, Hippocrates Capital B.V.  
(9) NPM, Malenstein and Triton have negotiated a Co-Investment Term -sheet outlining 
the main terms of their future shareholding in Hippocrates Capital B.V. It is 
contemplated that shortly following the acquisition by Triton, the Sellers will 
reinvest a part of the purchase price that will not be paid in cash by subscribing for shares issue d by LuxCo 53.  
                                                 
4  Triton will acquire Bergman Clinics via its private equity fund, Triton V.  
5  BNS Bidco B.V. is solely controlled by Triton indirectly through a series of wholly owned holding 
companies, one of which is Triton V LuxCo 53 S.à.r.l (“LuxCo 53”). LuxCo 53 is solely owned and 
controlled by Triton through the holding company Triton V LuxC o 54 S.à r.l (“LuxCo 54”).  
 
 
3 (10) In parallel, certain managers of Bergman Clinics and other selected individuals 
closely connected with Triton and/or Bergman Clinics will have the opportunity to 
subscribe for shares in LuxCo 53 via a pooling vehicle to be incorporated in the form 
of a Luxembourg law société en commandité par actions (“SCA”).  
(11) As a result, following the Transaction, the ownership structure of LuxCo 53 will 
change, without leading to a change in control of LuxCo 53. Triton will continue to 
own the controlling majority of shares in LuxCo 53 through LuxCo 54. It is 
currently envisaged that […]% of the ordinary share capita l in LuxCo 53 will be held 
by LuxCo 54, […]% by Malenstein and […]% by NPM, such percentages to be 
reduced pro rata by the shares to be allocated to the SCA, which shall range in the range of […]% to […]% of the ordinary share capital.   
(12) As a result of the  Transaction, Triton will acquire sole control of Bergman Clinics , 
since none of Bergman Clinics’ minority shareholders  will acquire control , via 
LuxCo 53, over Bergman Clinics .  
(13) Decisions in LuxCo 53 will be taken through both the general meeting of LuxCo 53, 
in which Triton holds the majority of the voting rights, and a supervisory board 
implemented at the level of BNS, whose members appointed by Triton will hold the 
majority of the voting rights . Malenstein will be allowed  only to appoint [minority 
appoi ntment rights to the supervisory board of BNS of Malenstein] and NPM 
[minority appointment rights to the supervisory board of BNS of NPM].  
(14) Therefore, all strategic decisions (including the adoption of annual budget, business plan, appointment of senior ma nagement) can be adopted by Triton through a simple 
majority vote in BNS’ supervisory board.  
(15) The sole control held by Triton is not affected by the fact that, pursuant to the Co-
Investment Term -sheet, certain decisions will require the positive vote of NP M and 
Malenstein and, for some of them, of the SCA. Those decisions concern investment 
protection rights which do not qualify as strategic in nature . They concern inter alia  
amendments to the articles of association of LuxCo 53 that would be 
disproportiona tely detrimental to Malenstein and NPM compared to Triton or 
entering into related party agreements.  
(16) The proposed Transaction therefore constitutes a concentration pursuant to 
Article  3(1)(b) of the Merger Regulation  by which Triton acquires sole control over 
Bergman Clinic s.  
3. U
NION  DIMENSION  
(17) The undertakings concerned have a combined aggregate world wide turnover of more 
than EUR 5 000 million6 (Triton:7 EUR 17 526 million, Bergman Clinics :8 EUR 368  
million) . Each  of them have a n EU-wide turnover in excess of EUR 250 million  
(Triton: EUR […] million, Bergman Clinics : EUR […] million) , but they do not 
                                                 
6  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission  
Consolidated Jurisdictional Notice (OJ C  95, 16.4.2008, p. 1).  
7  Triton’s turnover was provided for financial year 2019. 
8  Bergma n  Clinics’ turnover was provided for financial year 2020. 
 
 
4 achieve more than two-thirds of their aggregate Union -wide turnover within one and 
the same Member State.  
(18) The notified operation therefore has a U nion dimension pursuant to Article 1(2) of 
the Merger Regulation.  
4. MARKET DEFINITION  
4.1. Introduction  
(19) Triton, through its existing portfolio company Aleris, and Bergman Clinics, through 
Memira, are both active in the provision of ophthalmology s ervices  in Sweden and 
Norway. More specifically, both Parties provide various eye  surgery and lens 
exchange procedures , each  with a distinct focus on a different eye condition.9 
(20) Generally, the Parties’ activities mainly overlap with respect to:10 (i) refractive laser 
surgery in Norway; (ii) refractive lens exchange surgery in Sweden;  and (i ii) 
refractive lens exchange surgery in Norway.11 
4.2. Relevant product markets  
(21) The Parties ’ activities overlap in relation to the provision of refractive laser surgery 
and refractive lens  exchange  (“RLE surgery”).  
(22) Refractive laser surgery procedures such as LASEK12 and LASIK13 can be used to 
correct astigmatisms, short -sightedness or long -sightedness by reshaping the inner 
eye, specifically the cornea.  
                                                 
9  Form CO, paragraph 79 and Table 4. 
10  Form CO, paragraphs 166- 171: i n addition, the Parties’ activities also generate a hypothetical  overlap 
in relation  to ambulatory hospital services in Germa ny.  As the Notifying Party explains, Triton owns 
Klinik Schöneberg, a clinic that operates out of a single location in Berlin, Germany. It offers services 
in approximately 25 different specialty areas. Bergman Clinics entered the German market in September 2020 when it acquired Capio clinics (previously part of the Ramsay Santé group). Capio has 6 clinics that specialize in vascular surgery and eye care. There are therefore only overlaps between Klinik Schöneberg and Capio clinics in 4 areas, namely: aesthetic surgery, ear nose and 
throat (ENT), vascular treatments and orthopaedics. However, the position of Klinik Schöneberg is extremely small with only […]  outpatient and […]  inpatient guests annually (the total German market 
for inpatient and outpatient visits  is estimated roughly at 18 million and 820 million visits per year 
respectively). In addition, most of Capio clinics are located in the middle of Germany with one in the south. All locations are more than 5 hours’ drive from Klinik Schöneberg in Berlin. B ergman Clinics 
also recently acquired a single clinic in Stuttgart under the brand Medical One which performs plastic and aesthetical treatments. This location is over 600 km away from Berlin. Given the very limited and altogether hypothetical nature of an y overlap between the activities of Triton and Bergman Clinics in 
Germany, the Commission will not discuss further the provision of ambulatory hospital services in Germany.      
11  Form CO, paragraph 163: for the sake of completeness, the Notifying Party notes that Aleris had negligible sales in consumer vision care products in Norway (less than EUR […]  in 2020), whereas 
Me mira achieved revenue of only EUR […]  from consumer vision ca re product sales in Sweden. 
According to the Notifying Party, these limited activities in different geographies do not give rise to an affected market.  
12  Form CO, paragraphs 136- 167: LASEK, or laser -assisted subepithelial keratectomy, is a form of 
correct ive eye surgery that combines photorefractive  keratectomy (“PRK”) and LASIK technologies. 
With LASEK, the outer layer of the cornea is loosened by using an ethanol, or diluted alcohol, 
 
 
 
5 (23) The implantation of intraocular lenses involve similar procedures but are 
microsurgical rather than laser based refractive eye surgery, and can be used to treat 
cataracts, short -sightedness or long -sightedness. In particular, RLE surgery, also 
called lens replacement surger y or clear lens extraction, is a type of corrective eye 
surgery that is materially similar to cataracts procedure ,14 generally suitable for 
patients over 50 years old who suffer from presbyopia . 
4.2.1. Refractive laser surgery  
(24) The Commission has previously defined a retail market for optical products, services 
and eyewear as a whole, without further segmentation based on the sales channel, 
price or any other factor.15 Conversely, the Commission also considered that contact 
lenses, ophthalmic lenses and refractive la ser surgery are all alternative solutions for 
correcting visual impairments but that contact lenses do not fall in the same relevant 
product market as ophthalmic lenses.16  
(25) The Commission has analysed the market for the provision of hospital services by distinguishing between inpatient (acute) hospital procedures conducted in hospitals 
and outpatient (ambulatory) procedures conducted in hospitals.
17 The Commission 
has also examined whether a distinction between different specialist medical departments should be made, ultimately leaving open the exact market definition.
18  
                                                                                                                                                      
solution. The procedure uses a computer to map the eye’s surface and calculate how much tissue to 
remove. The tissue is then brushed away, and the laser is used to reshape the stroma underneath. The same laser and technology are used in both LASEK and LASIK procedures, but during the former, the outer tissue of the cornea is often discarded instead of folded back and reattached. After the epithelial, or top layer, of the cornea is mostly removed, it is then replaced and repositioned after the ablation of the cornea during LASEK. The outer layer of the cornea will regenerate qu ickly, typically 
within three to five days. In the meantime, a special medicated contact lens bandage is used to protect the eye during healing.  
13  Form CO, paragraph s 136-138: LASIK, or laser in -situ keratomileusis, is a procedure that reshapes 
the corne a to enable it to refract light properly. During the procedure , the surgeon uses a femtosecond 
laser to cut away the top flap of the cornea and fold it back to access the stromal tissue at its core. The femtosecond laser creates gas bubbles to separate the corneal flap with precise and focused pulses. An excimer laser is then used to reshape the stroma through a process called photoablation. The flap is then replaced and typically will s eal itself  without the need for further medical intervention (like 
stitches) within approximately a day.  
14  Form CO, paragraph 151: cataract surgery is performed under local anesthesia using a microscope 
and micro -surgical instruments and can be performed manually or laser -assisted. The latter involves 
the use of a femtoseco nd cataract  laser. The focusing power of the eye is restored by replacing the 
cataract with a permanent intraocular lens implant.  
15  Commission decision of 1 March 2018 in Case M.8394 – Essilor/Luxottica , paragraph 135.  
16  Commission decision of 1 March 2018 in Case M.8394 – Essilor/Luxottica , paragraph 141.  
17  Commission decision of 15 November 2016 in Case M.8146 – Carlyle/Schön Family/Schön Klinik , 
paragraphs 9 and 15; Commission decision of 4 December 2018 in Case M.9044 – CVC / 
RECORDATI , paragraph 21.  
18  Commission decision of 4 August 2014 in Case M.7309 – Bridepoint / EdRCP , paragraph 24; 
Commission decision of 16 October 2018 in Case M.9128 – Vivalto Santé / Groupe Capio France , 
paragraph 16.  
 
 
6 Notifying Party’s views  
(26) The Notifying Party submit s that to the best of its knowledge, the Commission has 
not previously defined relevant markets in relation to ophthalmological eye 
surgeries,  including refractive laser surgery.19 
(27) The Notifying Party indicates that the Competition and Markets Authority in the UK 
(“CMA”) has investigated the UK market for corrective eye surgery. The CMA 
considered that different treatments are unlikely to be subs titutable from a patient’s 
perspective given that a particular treatment will be required – or preferred –  
depending on the suitability of the patient and their needs. The CMA has identified a relevant product market for refractive laser surgery.
20 
(28) The Noti fying Party submit s that eye surgery constitutes a product market on its own  
due to distinct demand and supply side characteristics. Whether this market would 
form part of the broader optical retail market or the ambulatory surgical care market 
has not been determined by the Notifying Party in the absence of previous 
Commission pre cedents .21 Ultimately, the Notifying Party believe s that the product 
market definition can be left open since even on the narrowest basis, no competitive concerns arise as a result of the Transaction.
22  
Commission’s assessment  
(29) The Parties ’ activities  overla p in the provision of ophthalmological treatments  and 
services , and more specifically in the provision of refractive laser surgery and RLE 
surgery. These overlaps stem from the activities of two specialist ophthalmological 
clinics, namely Aleris on the one  hand, controlled by Triton, and Memira  on the 
other hand, controlled by Bergman Clinics.  
(30) The Commission has so far not defined or considered relevant product markets  
neither for ophthalmological treatments  and services , nor more specifically for 
refracti ve laser surgery and RLE surgery. However, t he Commission has considered 
in previous decisions a distinction between different specialist medical 
departments.23  
(31) As the Commission Notice on the definition of relevant market indicates, market definition is a  tool to identify and define the boundaries of competition between 
firms and its main purpose is to identify the competitive constraints that the 
                                                 
19  For completeness, it should be noted that in the view of the Notifying Party, the areas of their 
activities that give rise to overlaps  as a result of the Transaction could potentially be seen as falling 
within two different broad product markets, namely (i) the markets for (re fractive or reimbursed) 
ophthalmological ambulatory surgical care services, and (ii) the market for retail optical services (see 
Form CO, paragraph 74).  
20  Case ME/5898/13 – Optimax Clinics Unlimited/Ultralase Limited, decision of the Office of Fair 
Trading of 29 July 2013, paragraphs 55- 56.  
21  Form CO, paragraph 92.  
22  Form CO, paragraph 147.  
23   Commission decision of 4 August 2014 in Case M.7309 – Bridepoint / EdRCP , paragraph 24; 
Commission decision of 16 October 2018 in Case M.9128 – Vivalto Santé / Groupe Capio France , 
paragraph  16. 
 
 
7 undertakings involved face.24 In turn, undertakings are typically subject to three 
main sources of competitive constraints: demand substitutability, supply 
substitutability and potential competition, though the latter is in principle not taken 
into account when defining markets .25  
(32) From a demand side perspective, treatment s for different conditions  are hardly 
substitutable  and substitutability between treatments for the same condition can also 
be limited , as apparent from the investigation conducted into the UK market for 
corrective eye surgery mentioned in paragraph 27 above.  
(33) From a supply side pe rspective, as mentioned, the overlap between the Parties’ 
activities concerns ophthalmological treatments and relevant procedures and, more 
specifically , refractive laser surgery and RLE surgery. Hence, for the purpose s of 
defining the boundaries of compet ition between the Parties, these particular 
procedures constitute a natural starting point.26 
(34) Hence, f or the purposes of assessing the likely impact of the Transaction on 
competition, the Commission considers that plausible product market definitions 
includ e ophthalmological treatments and services and, at the narrowest level, 
treatments for specific conditions, such as refractive laser surgery, or combinations 
thereof.27       
Conclusion  
(35) For the purpose of the present decision, the Commission considers that the exact 
product market definition for refractive laser surgery can be left open since the Transaction does not raise serious doubts as to its compatibility with the internal 
market irrespective of the alternative market definition considered. 
4.2.2. RLE surgery  
(36) At the outset, the general considerations formulated in paragraphs 24 to 25 above 
apply equally to RLE surgery.  
                                                 
24   Commission Notice on the definition of relevant market for the purposes of Community competition 
law [1997] O.J.  C 372/5, para. 2 (“Commission Notice on market definition”).  
25   Commission Notice on market d efinition, paras. 20 and 24.  
26   Commission Notice on market definition, para. 16. 
27  According to the Notifying Party (see Form CO, paragraphs 124- 126), both  RLE and refractive laser 
surgery generally require the same operating environment, and a refractive focused service provider 
which offers one of the procedures almost always offers the other. However, since laser treatment is 
non-invasive, whereas RLE is a full surgical procedure, RLE procedures require more staff. This also 
leads to a conside rable difference in the allocation of costs of each procedure, with a higher 
proportion of the costs of RLE going to the surgeon and assisting staff performing the procedure  and 
a smaller proportion going to equipment, while for refractive laser surgery, t he reverse is true. As to  
the investment costs to establish capabilities to perform each procedure, t he investment required to 
perform  refractive laser surgery  (excluding facilities and furniture) is estimated at between EUR 0.5 
to 1.3 million, which notably includes the laser itself. In contrast, the investment costs required to 
perform  RLE surgery is estimated to be around EUR 335,000. However, the Notifying Party subm its 
that even though laser equipment are expensive, RLE facilities are more costly to op erate since RLE 
surgery is a microsurgical procedure that requires a sterile environment, as well as a significant  
number of surgical and assisting staff.  
 
 
8 Notifying Party’s view  
(37) To the best of the Notifying Party’s  knowledge, the Commission has not previously 
defined relevant markets in relation to ophthalmological eye surgeries, including 
RLE surgery.28 
(38) The Notifying Party submit s that the CMA previously considered that the 
implantation of intraocular lenses forms a  distinct market which is separate from the 
refractive laser surgery market .29 The implantation of intraocular lenses is a 
microsurgical procedure that requires sterile operating theatres which are more costly to operate than the facilities used for laser-based procedures. The implantation of intraocular lenses is therefore provided at fewer clinics than laser-based 
procedures.  
(39) The Notifying Party also submit s that eye surgery constitutes a product market on its 
own due to the distinct demand and supply side characteristics. Whether this market 
would form part of the broader optical retail market or the ambulatory surgical care 
market has not been determined by the Notifying Party in the absence of 
Commission precedents.
30  
(40) The Notifying Party also submit s that, in line with the previous CMA decision,31 the 
implantation of intraocular lenses treatments such as RLE is not part of the same 
relevant market as refractive laser based surgeries .32 According to the Notifying 
Party, in Sweden and Norway, differences on the demand side (pricing, intended use 
of the procedure based on the condition of the patient's eye, age of target patients) 
and on the supply side (type of equipment and level of investment needed) point to 
each procedure constituting a separate product m arket .33 Ultimately, the Notifying 
Party  believe s that the product market definition can be left open since even on the 
narrowest basis, no competitive concerns arise as a result of the Transaction.34  
Commission’s assessment  
(41) As noted in paragraph 30 above, the Commission has not so far defined or 
considered relevant product markets for ophthalmological treatments and services, or 
more specifically for refractive laser surgery and RLE surgery. The Commission has 
                                                 
28  As mentioned, in the view of the Notifying Party , the areas of their activities that give rise to  overlaps  
as a result of the Transaction could potentially be seen as falling within two different broad product 
markets, namely (i) the markets for (refractive or reimbursed) ophthalmological ambulatory surgical care services, and (ii) the market for retail optical services (see Form CO, paragraph 74).  
29  Case ME/5898/13 – Optimax Clinics Unlimited/Ultralase Limited , decision of the Office of Fair 
Trading of 29 July 2013, paragraphs 55- 56. 
30  Form CO, paragraph 92.  
31  Case ME/5898/13 – Optimax Clinics Unlimited/Ultralase Limited , decision of the Office of Fair 
Trading of 29 July 2013, paragraphs 55- 56. 
32  Form CO, paragraph 145.  
33  Form CO, paragraph 145: the Notifying Party also explained that the Parties typically internally monitor each  of refractive laser surgeries and RLE procedures separately.  
34  Form CO, paragraph 147.  
 
 
9 considered in previous decisions a dist inction between different specialist medical 
departments.35  
(42) For the same reasons  as those set forth in paragraphs 29 to 33 above, the 
Commission considers that plausible product market definitions for the purpose of 
assessing the likely impact of the Trans action on competition include 
ophthalmological treatments and services and, at the narrowest level, treatments for 
specific conditions, such as RLE surgery, or combinations thereof.       
Conclusion  
(43) For the purpose of the present decision, the Commission c onsiders that the exact 
product market definition for RLE surgery can be left open since the Transaction 
does not raise serious doubts as to its compatibility with the internal market 
irrespective of the alternative  market definition considered.  
(44) Hence, t he Commission  has carried  out its  assessment based on a  product market 
defined at the level of each of refractive laser surgery and RLE surgery, as well as a 
combination of both (referred to as the market for ophthalmological treatments). 
Likewise, as regar ds the RLE surgery segment, t he Commission will also assess the 
competitive impact of the Transaction on a potentially broader market covering 
different treatment procedures similar to RLE for the implantation of intraocular 
lenses  (i.e. including, apart from RLE, also cataract surgery and cataract top -up 
surgery).  
4.3. Relevant geographic markets  
(45) In previous decisions dealing with the overall retail optical market, the Commission considered the geographic market to be national in scope but eventually left the 
relevant market definition open.
36 
(46) The Commission has previously considered that the market for private hospitals was 
not broader than national in scope but left the precise scope of the geographic market 
open.37 In previous decisions relating to acute hospital services, the Commission has 
left open whether the market was national or narrower in scope .38  
(47) In previous decisions concerning the provision of diagnostic and hospital care services, the Commission conside red a local scope for the provision of hospital care 
services extending over a radius of a 30-minute car drive around the institution considered, but had ultimately left open the geographical scope .
39  
                                                 
35   Commission decision of 4 August 2014 in Case M.7309 – Bridepoint / EdRCP , paragraph 24; 
Commission decision of 16 October 2018 in Case M.9128 – Vivalto Santé / Groupe Capio France, 
paragraph  16.  
36  Commission decision of 1 March 2018 in Case M.8394 – Essilor/Luxottica , paragraph 175.  
37  Commission decision of 21 August 2007 in Case M.4788 – Rozier/BHS , paragraphs 14 and 16.  
38  Commission decision of 25 July 2006 in C ase M.4229 – APHL / L&R / Netcare General Healthcare 
Group, paragraphs 38- 39. 
39  Commission decision of 14 December 2015 in Case M.7833 – CDC International Capital / Mubadala 
Development Company / Vivalto Bel / Group Vivalto Santé , para graph 21; Commission dec ision of 28 
April 2014 in Case M.7221 – Bridgepoint Capital / Médi -Partenaires , paragraph 26.  
 
 
10 Notifying Party’s view  
(48) The Notifying Party submit s that, in its experience, the key drivers of supply and 
demand are national in scope. It therefore view s the relevant  markets as being 
national , i.e., Sweden and Norway.40 
(49) The Notifying Party also mention s that the CMA previously assessed the overall 
retail  optical market at a  UK-wide level and at the level of narrower local markets.41 
For the purpose s of assessing local markets, the CMA considered that the average 
distance travelled by optical retail  customers ranges from 10 miles to 60 miles (i.e. 
approxima tely 16 km to 100 km).42 
Commission’s assessment  
(50) As part of its market investigation, the Commission inquired into the distance that 
patients are typically willing to travel in both Sweden and Norway to undergo 
refractive ophthalmological treatment  and surg ery.   
(51) The outcome of the market investigation consistently points to a smaller -than-
national geographic dimension, limited to a catchment area around the Parties’ 
clinics . The majority of respondents who expressed an opinion on this point 
considered that , in urban areas, patients typically consider the  clinics  offering at city 
level  or at most with in a catchment area limited to a distance of up to 100 km  around 
the city in question.  For example, one respondent indicated that 85% of patients  
either choose from the various clinics at city level (60%) or decide to travel locally 
up to 100 km (25%).     
(52) However, t he market investigation also revealed that the size of the catchment area 
might depend on the region within Sweden or Norw ay. In particular, patients located 
in remote, less populated areas of both Sweden and Norway are typically willing to 
travel longer distances to reach the clinic of their choice , beyond 100 km and 
possibly up to 200 or even 300 km .  
(53) As one respondent pointed out: “ patients in the major cities are used to get all kinds 
of services in their own town and are not that likely to travel for their treatment. 
Patients from other parts of Sweden are more willing to travel to undergo refractive 
surgery ”.43 Another respondent provided similar indications as regards Norway, 
distinguishing between city centres and “ inhabitants in the northern part of the 
country ”.44  
Conclusion  
(54) For the purpose of this decision, the exact geographic market definition can be left open since the Transaction does not raise serious doubts as to its compatibility with 
                                                 
40  Form CO, paragraphs 164 and 180: w ith very few exceptions that have a more localised  element s.  
41  Case ME/5898/13 – Optimax Clinics Unlimited/Ultralase Limited , decision of the Office of Fair 
Trading of 29 July 2013, paragraphs 72- 75, 79 and 83.  
42  Case ME/5898/13 – Optimax Clinics Unlimited/Ultralase Limited , decision of the Office of Fair 
Trading of 29 July 2013, paragraph 79.  
43  Non-confidential reply of a customer to request for information dated 2 July 2021, question 2.  
44  Non-confidential reply of a customer to request for information dated 2 July 2021, question 2.  
 
 
11 the internal market  irrespective of the alternative geographic definitions 
considered.45  
(55) Hence , the Commission has carried out its competitive assessment at national level 
in the two countries where the Parties’ activities overlap, namely Sweden and 
Norway. In addition, the Commission will provide its analysis on a potentially 
narrower relevant market  limited to city level, as well as a catchment area of 100 km. 
5. COMPETITIVE ASSESSMEN T 
(56) In view of the above, t he following horizontal overlaps arising from the Transaction 
would result in affected markets both at national and local level:  
- refractive laser surgery in Norway,  
- RLE  surgery in Norway , and  
- RLE  surgery in Sweden . 
5.1. Refractive laser surgery  in Norway46 
Notifying Party’s view  
(57) In 2020, Memira performed […] refractive laser surgeries in Norway, which 
generated a total turnover of EUR […] million. According to the Notifying Party, 
Memira’s 2020 market share by value was [50-60]%.47 Aleris is a considerably 
smaller player in Norway as it performed only […] refractive laser surgeries in 2020, 
which generated a total revenue of EUR […].48  
(58) Therefore, even though the combined market share of the Parties post -Transaction 
would amount to [50-60]%, the increment added by the market share of Aleris by 
value would be  extremely limited, namely only [0-5]%.49 
(59) The Notifying Party indicate s that, in its view, given the very limited presence of 
Aleris as regards  refractive laser surgery in Norway , it can in fact be hardly 
considered as a credible competitor to Memira.50 
(60) In addition, a ccording to the Notifying Party, post -Transaction there will remain a 
number of competitors offering similar services in Norway, including Argus 
Syn/Volvat/Capio, Volvat ORBITA / Capio, ABC Synskirurgi, Oslo Øyelegesenter, 
Optera Bergen and others.  
                                                 
45  See section 5.  
46  Form CO, paragraph 193 and Tables 17, 18 and 19: the Notifying  Party submits that Aleris  (Triton)  is 
not active in this segment in Sweden  (and has not been active in 2018 and 2019) , therefore there is no 
overlap in this segment in Sweden .  
47  Form CO, Table 20.  
48  Form CO, Table 20.  
49  Form CO, Table 20.  
50  Form CO, paragraph 195.  
 
 
12 (61) When considering a broader product market including refractive laser surgery and 
RLE surgery in Norway, based on the 2020 market share data by value provided by 
the Notifying P arty, the Parties’ combined position would be [50-60]% with a  de 
minimis  increment of only [0-5]%.51 Indeed, Aleris performed only […] surgeries in 
2020, which generated  a total revenue of EUR […].52  
(62) The Notifying Party’s view is that the Transaction is therefore also unlikely to give 
rise to concerns on a broader product market including refractive laser surgery and RLE surgery in Norway. 
(63) Finally, the Notifying Party argues that  no competition concerns can be expected to 
arise even when considering narrow er local  markets  within Norway .
53 Indeed, e ven 
at the level of a catchment area covering Oslo  city only or a 100 km radius around 
Oslo, the Parties would hold a combined share of [50-60]% and [40-50]%,  
respectively , but Aleris would only add a de minimis  increment of [0-5]% as it 
operat es a single clinic in the area generating a  very limited turnover in the market 
for ophthalmological treatments .54 Furthermore, the Notifying Party argues that there 
will continue to be a number of other clinics providing refractive eye surgery services  in and around Oslo.
55  
Commission’s assessment  
(64) In line with the market shares and revenue figures submitted by the Notifying Party, the Commission understands that Aleris has indeed a limited presence in Norway 
with only one single clinic located in Oslo city.  
(65) In addition, t he vast majority of respondents to the market investigation confirmed  
that, post -Transaction, patients would still have sufficient alternatives left in Norway  
in general and in Oslo specifically,  for refrac tive lase r surgery on its own or in 
combination with RLE surgery, and that the Transaction would not materially affect 
the market conditions or lead to increased prices or reduced capacity.  
(66) One respondent indicated that the Transaction “ will only be a nam e shift and no real 
change in the competitive situation ”
56 will arise post -Transaction. This respondent 
also pointed that “ although Aleris and Memira  [have] some overlapping activities, 
the main bulk of  (…) refractive laser surgeries has so far been perform ed by 
Memira ” which excludes any “ danger of reduced capacity as a result of this 
                                                 
51  Form CO, Table 12.  
52  Form CO, Table 12.  
53  Form CO, paragraphs 229- 230: i n order to determine the catchment area of each location, the 
Notifying Party identified the catchment area as the area from which  a large majority (approximately 
80%) of their customers reside. The  Parties indicated a maximum radial range of 100  km around each 
location  as the likely maximum distance a patient would travel  to access ophthalmological services . 
That said, according to t he Notifying Party, patients residing in more urban areas where sufficient 
choice for  ophthalmological services exists in a narrower geographic area, may be more predisposed 
to seeking out providers closer to their residence, leadin g to catchment areas tha t would be less 
than 100 km.  
54   Form CO, paragraphs 249, 254- 255 and 259.  
55  Form CO, paragraphs 253, 257, Table 64 and Table 65: the Notifying Party submits that there are 
8 competitors within the Oslo (100  km) catchment area and 5 competitor locations  in Oslo city alone.  
56  Non-confidential reply of a competitor to request for information dated 12 July 2021, question 3.  
 
 
13 merger ”57. Another respondent confirmed that the Transaction would not “ influence 
the patient’s alternative on a national basis ”.58  
(67) The limited concerns that were raised as regards refractive laser surgery in Norway 
relate to  Memira’s current leading market position and do not therefore appear to be 
merger -specific  in nature .  
(68) In view of the above and the information obtained over the course of the market 
investigation, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with respect to refractive laser 
surgery in Norway, including  the city of or local 100 km catch ment area around 
Oslo, as well as on a broader market including both refractive laser surgery and RLE 
surgery.  
5.2. RLE  surgery  in Norway  
Notifying Party’s view  
(69) In 2020, Memira performed […] RLE surgeries in Norway, which generated a total 
turnover of approxim ately EUR […] million. According to the Notifying Party, 
Memira’s  2020 market share by value was [50-60]%.59 Aleris is a considerably 
smaller player in Norway as it performed only […] RLE surgeries in 2020, which 
generated a total revenue of EUR […].60  
(70) Therefore, even though the combined market share of the Parties post -Transaction 
would amount to [50-60]%, the increment added by Aleris would be extremely 
limited, namely only [0-5]%.61 
(71) The Notifying Party indicate s that, in its view, given the very limited presence of 
Aleris in the RLE surgery segment, it can in fact hardly be considered as a credible 
competitor to Memira in Norway.62 
(72) According to the Notifying Party, post -Transaction there will remain a number of 
competit ors offering similar services in Norway, including Argus Syn/Volvat/Capio, 
Volvat ORBITA / Capio, ABC Synskirurgi, Oslo Øyelegesenter, Optera Bergen and 
others.  
(73) The Parties only overlap in the broader implantation of intraocular lenses  treatment 
procedure s product market in Norway solely based on their activity in RLE.63 
Nonetheless, when considering a broader market including different implantation of intraocular lenses  treatment procedures (i.e. RLE, cataract surgery and cataract top-
                                                 
57  Non-confidential reply of a competitor to request for information dated 12 July 2021, question 1.  
58  Non-confidential reply of a competitor to request for information dated 12 July 2021, question 1.  
59  Form CO, Table 38.  
60  Form CO, Table 38.  
61  Form CO, Table 38.  
62  Form CO, paragraph 209.  
63  Form CO, paragraph 208.  
 
 
14 up surgery), the Part ies’ combined market shares  in Norway would be [10-20]% in 
2020 and would not give rise to an affected market .64 
(74) The Notifying Party’s view is that the Transaction is therefore also unlikely to give 
rise to concerns on a broader market including different implantation of intraocular lenses  treatment procedures in Norway.  
(75) Finally, the Notifying Party argues that  no competition concerns can be expected to 
arise even when considering local  markets  within Norway. Indeed, e ven at the level 
of a catchment area co vering Oslo  city only or a 100 km radius  around Oslo, the 
Parties would hold a combined share of [50-60]% and [40-50]%, respectively , but 
Aleris would  only add a de minimis  increment of [0-5]%  as it operat es a single clinic 
in the area  generating a  very limited turnover in the market for ophthalmological 
treatments .
65 Furthermore, the Notifying Party argues that there will continue to be a 
number of other clinics providing RLE surgery services  in or around Oslo.66 
Commission’s assessment  
(76) The Commission understands that  Aleris has a limited presence in Norway  for RLE 
surgery, with only one single clinic located in Oslo city . 
(77) In addition, the vast majority of respondents to the market investigation confirmed 
that, post -Transaction, patients woul d still have sufficient alternatives left in Norway  
in general  and in Oslo specifically,  for RLE  surgery on its own or in combination 
with refractive laser surgery and that the Transaction would not materially affect the 
market conditions or lead to increa sed prices or reduced capacity, including  on a 
broader market covering different treatment procedures for the implantation  of 
intraocular lenses in Norway.  
(78) The limited concerns that were raised as regards RLE  surgery in Norway relate  to 
Memira’s current leading market position and therefore  do not therefore appear to be  
merger -specific  in nature .  
(79) In view of the above and the information obtained over the course of the market 
investigation, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with respect to RLE surgery in 
Norway, including the city of or local 100 km catchment area around Oslo, as well 
as on broader market s including both RLE surgery and refractive laser surgery  or 
RLE surgery together with different implantation of intraocular lenses  treatment 
procedures .  
5.3. RLE  surgery  in Sweden  
Notifying Party’s view  
(80) In 2020, Memira performed […] RLE surgeries in Sweden, which generated a total 
turnover of approxi mately EUR […] million. According to the Notifying Party, 
                                                 
64  Form CO, Table 35.  
65   Form CO, paragraphs 249, 254- 255 and 259.  
66  Form CO, paragraphs 253, 257, Table 64 and Table 65: the Notifying Party submits that there are 8 
competitors within the Oslo (100  km) catchment area and 5 competitor locations in Oslo city alone. 
 
 
15 Memira’s 2020 market share by value was [40-50]%.67 Aleris is a considerably 
smaller player in Sweden as it performed only […] RLE surgeries in 2020, which 
generated a total revenue of EUR […].68  
(81) Therefore, even though the combined market share of the Parties post -Transaction 
would be [40-50]%, the increment added by Aleris would be extremely limited, 
namely only [0-5]%.69 
(82) The Notifying Party indicated that, in its view, given the very limited presence  of 
Aleris in the RLE surgery segment , it can in fact hardly be considered as a credible 
competitor to Memira in Sweden.70  
(83) According to the Notifying Party, post -Transaction there will remain a number of 
competitors offering similar services in Sweden, including Capio, Varda Ögon, Ögonlasern, Novius Ögonklinik, Aveny Ögonklinik, Lirema, Proforma Clinic, 
Stockholms Ögonklinik and others. 
(84) When considering a broader product market including both refractive laser surgery 
and RLE surgery in Sweden, based on t he 2020 market share  data by value provided 
by the Notifying Party, the Parties’ combined position would be [40-50]% with a de 
minimis  increment of only [0-5]%.
71 Indeed, Aleris is not active in the refractive 
laser surgery segment in Sweden72 and performed only […] RLE surgeries in 2020, 
which generated  revenue of EUR […] in total .73  
(85) The Notifying Party’s view is that the Transaction is therefore also unlikely to give 
rise to concerns on a broader product market including refractive laser surgery and 
RLE surgery in Sweden. 
(86) In addition, when  considering a broader market including different implantation of 
intraocular lenses  treatment procedures (i.e. RLE, cataract surgery and cataract top-
up surgery),74 the Parties’ combined market shares in Sweden would be [10-20]% 
and would not give rise to an affected market .75  
(87) Finally, according to the Notifying Party, no competition concerns can be expected 
to arise  when considering local  markets  within Sweden. Indeed, e ven at the level of a 
catchment area covering Stockholm city  only or a radius of 100 km around 
Stockholm , the Parties would only hold a combined share of [20-30]% and 
[20-30]%, respectively , on the market for ophthalmological treatments.76 
                                                 
67  Form CO, T able 32.  
68  Form CO, Table 32.  
69  Form CO, Table 32.  
70  Form CO, paragraphs 206- 207. 
71  Form CO, Table 11.  
72  Form CO, Table 20.  
73  Form CO, Table 11.  
74  Form CO, paragraphs 203 and 204: the Notifying Party confirmed that with respect to (i) cataract 
surgery and (ii) cataract top -up surgery in Sweden the Parties’ combined market shares would be 
below 20% and would not give rise to any affected markets.  
75  Form CO, Table 23.  
76   Form CO, paragraphs 240 and 244.  
 
 
16 Furthermore, the Noti fying Party argues that there will continue to be a number of 
other clinics providing RLE surgery services  in or around Stockholm .77 
Commission’s assessment  
(88) In line with the market shares and revenue figures submitted by the Notifying Party, 
the Commission understands that Aleris has limited RLE surgery activities in 
Sweden and overall a presence significantly more limited than Memira . Indeed, 
Aleris only operates 8 clinics throughout Sweden (as opposed to 30 for Memira), only one of which is active in the RLE segment in Stockholm city and to a very 
limited extent.  
(89) In addition, t he vast majority of respondents to the market investigation confirmed 
that, post -Transaction, patients would still have sufficient alternatives left in Sweden  
in general  and in Stockholm specifically,  for RLE surgery on its own or in 
combination with refractive laser surgery, and that the Transaction would not 
materially affect the market conditions or lead to increased prices or reduced 
capacity , including on a broader market covering different treatment procedures for 
the implantation of intraocular lenses in Norway.  
(90) One respondent indicated that post -Transaction “there will be no difference 
compared to the current situation. Memira is the dominant player and t he 
transaction will not change that ”
78 in terms of “ prices, quality or choice for (…) 
patients. Aleris’ business in refractive surgery is currently not that large so it does 
not affect the total market to any appreciable extent ”.79 Another respondent 
confirm ed that “ Memira already today owns the refractive market. A closer 
relationship with Aleris will not change the competition in terms of market shares ”.80 
As regards the Stockholm area, another respondent confirmed that “ patients in the 
greater Stockholm are a will not have a problem finding other eye clinics than Aleris 
and Memira”.81  
(91) The limited concerns that were raised as regards RLE surgery in Sweden  relate  to 
Memira’s current leading market position and do not therefore appear to be  merger -
specific  in na ture.  
(92) In view of the above and the information obtained over the course of the market investigation, the Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with respect to RLE surgery i n 
Sweden, including at the level of the city of or a  100 km radius  around Stockholm, 
as well as on broader market s including both RLE surgery and refractive laser 
surgery or RLE surgery together with different implantation of intraocular lenses  
treatment procedures .  
                                                 
77  Form CO, paragraphs 237, 244, Table 57 and Table 61: the Notifying Party  submits that there are 28 
competitors within the Uppsala/Stockholm area (100 km) and 14 competitor locations in Stockholm  
city alone.  
78  Non-confidential reply of a customer to request for information dated 2 July 2021, question 1.  
79  Non-confidential reply of a customer to request for information dated 2 July 2021, question 3.  
80  Non-confidential reply of a competitor to req uest for information dated 2 July 2021, question 1.  
81  Non-confidential reply of a competitor to request for information dated 2 July 2021, question 1.  
 
 
17 6. CONCLUSION  
(93) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President