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, 01.08.2018  
C(2018 ) 5306 f inal 
 
 
 
 
 
To the Notifying Party  
Subject : Case M .8963 – EUROCAR / BONALDI  
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 2018 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which  Eurocar 
Italia S.r.l. ("Eurocar"), controlled by Volkswagen  AG ("VW", Germany) 
acquires  sole control over th e whole of Bonaldi Motori S.p.A. and Bonaldi Tech 
S.p.A. ( together, "Bonaldi", Italy) , within the meaning of Article 3(1)(b) of the 
Merger Regulation , by way of a purchase of shares (the "Proposed Transaction").3 
Eurocar  and Bonaldi  are designated hereinaf ter as the ' Parties'.  
1. THE PARTIES  
(2) Eurocar is active in the retail distribution of new and used passenger cars and 
light commercial vehicles of VW brands in Italy, related repair activities  and the 
sale of original equipment (" OE") spare parts . The main reg ional focus is Friuli 
Venezia Giulia in North -Eastern Italy and Tuscany in Central Italy.  
                                                 
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 'E EA Agreement').  
3  Publication in the Official Journal of the European Union No C 235 , 06.07.2018 , p. 8. 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omitted has been replaced by ranges of figures or a 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.  PUBLIC VERSION  
2 (3) Bonaldi is active in the retail distribution of new and used passenger cars and 
light commercial vehicles of VW brands in Italy, related repair activities and the 
sale of OE spare parts. The main regional focus is Lombardia in North -Western 
Italy.  
2. THE CONCENTRATION  
(4) Pursuant to a share sale and purchase agreement signed on 1 June 2018, Eurocar 
will acquire shares representing 100% of the total voting rights of Bonaldi. 
Bonaldi  will therefore be solely controlled by Eurocar . 
(5) The Proposed Transaction therefore constitutes a concentration pursuant to 
Article 3(1)(b) of the Merger Regulation . 
3. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR  5 000 million  (VW: EUR  230 682 million; Bonaldi: EUR  […]).4 
Each of them has an EU -wide turnover in excess of EUR 250 million  (VW: 
EUR  […]; Bonaldi: EUR  […]), but they do not achieve more than two -thirds of 
their aggregate EU -wide  turnover within one and the same Member State. The 
notified operation therefore has an EU dimension  pursuant to Article 1(2)  of the 
Merger Regulation.  
4. MARKET DEFINITION  
(7) The Parties' activities horizontally o verlap in a number of markets in Italy , 
namely (i) retail distribution of new passenger cars; (ii) retail distribution of new 
light commercial vehicles (" LCVs ")5; (iii) retail distribution of used motor 
vehicles6; (iv) retail distribution of OE spare parts for passenger cars and LCVs7; 
(v) retail distr ibution of non -OE spare parts for passenger cars and LCVs8; and 
(vi) car repair and maintenance of motor vehicles9. However , the only market 
affec ted by the Proposed Transaction is the retail distribution of VW -branded OE 
spare parts for  passenger cars and  LCVs . 
(8) The Proposed Transaction also gives rise to four vertical relationship s in Italy , 
namely: (i) wholesale distribution of new passenger cars and retail distribution of 
new passenger cars; (ii) wholesale distribution of LCVs and retail distribution of 
LCVs; (iii) wholesale distribution of used motor vehicles and retail distribution of 
used motor vehicles; and (iv) wholesale distribution of OE spare parts for 
passenger cars and LCVs  and retail distribution of OE spare parts for passenger 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
5  Cases COMP/M.7747 – PGA/MSA ; COMP/M.5061 – Renault/Russian Technologi es/AvtoVaz ; 
COMP/M.2832 – General Motors/Daewoo Motors . 
6  Case COMP/M.6958 – Cd&R/We Buy Any Car . 
7  Case s COMP/M. 5709  – Volkswagen /MAHAG ; COMP/M.5250 – Porsche/Volkswagen ; 
COMP/M. 3198  – VW-Audi/VW -Audi Sales Centres  
8  Idem.  
9  Case s COMP/M.6063 – Itochu/Speedy ; COMP/M. 2948  – CVC/Kwik -Fit; COMP/M.2087  – Feu 
Vert/Carrefour/Autocenter Delauto . 
3 cars and LCVs . However, only one of those vertical relationships  involves  
affected  markets:  VW is active on the upstream market for  the wholesale 
distribution of VW-branded OE spare parts for passenger cars and LCVs  and 
Bonaldi is active on the downstream market for the retail of such parts.  
4.1. Product market definition  
4.1.1.  Wholesale distribution  of OE spare parts  for passenger cars and LCVs  
(9) In its previous  decisional practice, the Commission found that there are separate 
markets for the wholesale distribution of OE spare parts and of non-OE spare 
parts. In particular, according to the Commission, the wholesale distribution of 
OE spare parts is brand -specifi c; therefore the relevant product markets are 
determined by the brand of the OE spare parts which are distributed.10 The 
Commission further considered a distinction  of the market between categories of 
vehicles, i.e. light vehicles (passenger  cars and LCVs) and heavy vehicles11, but 
without any sub -distinction  by product.12 
(10) The Notifying Party does not contest the above market definition, which will be 
retained for the purposes of this case. In any event, there is no need to close the 
market definition as the Proposed Transaction will not lead to serious doubts  
under any alternative market definition.  
4.1.2.  Retail distribution of OE spare parts for passenger cars and LCVs  
(11) In previous decision s, the Commission has distinguished between the distribution 
of OE spare parts and non -OE spare parts. As at the wholesale level, the 
Commission found that the retail distribution of OE spare parts is brand -specific, 
thus defining the market according to the brand of a given spare part , and 
distinguish ed between light vehicles and heavy vehicles .13 
(12) The Notifying Party does not contest the above market definition, which will be 
retained for the purposes of this case. In any event, there is no need to close the 
market definition as the Proposed Transaction will not lead to serious doubts  
under any alternative market definition.  
                                                 
10   Cases COMP/M.6063 – Itochu/Speedy;  COMP/M.5250  – Porsche/Volkswagen;  COMP/M.3198  – 
VW-Audi/VW -Audi Sales Centres.  
11   Cases COMP/M.8198 – Alliance Automotive Group/FPS Distribution; COMP/M.7401 – 
Blackstone/Alliance BV/Alliance Automotive Group ; COMP/M.5250 – Porsche/Volkswagen . 
12   Case COMP/M.8198 – Alliance Automotive Group/FPS Distribution.  
13  Cases COMP/M.5709 – VW/MAHAG;  COMP/M.5250 – Porsche/Volkswagen; COMP/M.3198 – VW-
Audi/VW -Audi Sales Centres.  
4 4.2. Geographic market definition  
4.2.1.  Wholesale and retail distribution of OE spare parts for passenger cars and 
LCVs  
(13) In previous decisions, the Commission has considered that the wholesale  
distribution of OE and non -OE spare parts  could be either EEA -wide or national, 
but ultimately left open the exact definition.14 
(14) In previous decisions, the Commission has considered that the retail  distribution 
of OE and non -OE spare parts could be either EEA -wide, national or region al, but 
ultimately left open the exact definition.15 
(15) The Notifying Party submits that the exact product market definition can be left 
open as the Proposed Transaction cannot raise any doubts as to its compatibility 
with the internal market under any plausible market definition.   
(16) The Commission considers that, i n any event, there is no need to close the market 
definition as the Proposed Transaction will not lead to serious doubts under any 
alternative market definition.  
5. COMPETITIVE ASSESSMEN T 
5.1. Horizonta l non-coordinated effects  
5.1.1.  Introduction  
(17) Based on the narrowest possible geographic market , being provinces in Italy,  the 
Parties overlap in relation to  the following markets : (i) retail distribution of new 
passenger cars ; (ii) retail distribution of new LCV s; (iii) retail distribution of used 
motor vehicles ; (iv) retail distribution of OE spare parts for passenger cars and 
LCVs ; (v) retail distribution of non -OE spare parts for passenger cars and LCVs ; 
and ( vi) car repair and maintenance of motor vehicles . 
(18) Nevertheless , the only market where the Parties have a combined market share of 
more than 20% is in the retail distribution of OE spare parts for passenger cars 
and LCVs  in the Province of Florence.16 
5.1.2.  Retail distribution of OE spare parts for passenger cars  and LCVs  in the 
Province of Florence  
(19) In this market, the combined market share of the Parties is [30-40]%. However, 
the increment brought about by Bonaldi is only [0-5]%.  
  
                                                 
14  Cases COMP/M.7401 – Blackstone/Alliance BV/Alliance Automotive Group;  COMP/M.6718 – 
Toyota Tsusho Corporation/CFAO; COMP/M.5250 – Porsche/ Volkswagen.  
15  Cases COMP/M.7401 – Blackstone/All iance BV/Alliance Automotive Group;  COMP/M.6718 – 
Toyota Tsusho Corporation/CFAO; COMP/M.5250 – Porsche/ Volkswagen.  
16  This is also confirmed for 2015 and 2016.  


7 foreclosure behaviour would not constitute a commercially viable or 
sensible strategy;  
(d) [Independent repair s hops have ways to access VW's -branded spare parts] , 
and therefore it has no incentive to engage in a foreclosure strategy.  
(30) The market share s of Bonaldi in Bergamo  and Sondrio for the downstream  retail 
distribution of VW -branded OE spare parts  are high. How ever, t he Commission 
understands that the contract in force between the VW group and each of the 
"service partners" provides [VW 's distribution strategy] . In light of this 
contractual structure, the Commission takes the view that a foreclosure strategy 
limited to a few specific region s would likely fail as competitors of the merged 
entity in the geographic markets affected downstream will retain the ability to 
source spare parts from "service partners" located in other regions (even in 
neighbouring regions where Bonaldi is not present).  
(31) The information provided by the Parties concerning the sourcing preferences of 
service partners in the provinces of Bergamo and Sondrio, further support the 
conclusion that service partners do source from entities other than  VW (via VGI). 
In the province of Florence, the downstream position of the merged entity is [30-
40]%, however, the increment brought about by Bonaldi is o nly [0-5]%. In light 
of the largely pre -existent vertical relation ship and the minimal change in the 
market structure  in 2017 , the Commission takes the view that the Transaction will 
not bring about a change in the incentive to foreclose downstream competitors 
from access to OE VW branded spare parts.  
(32) The above conclusion is  further supported by the low market share of the Parties 
in the downstream market on a national level (less than [5-10]% combined), 
which indicates that downstream competitors of the merged entity will continue 
to have access to a significant number of ot her suppliers (notably, the remaining 
[90-100]% of the market as other service partners can also cross sell).  
(33) The market investigation also supported this conclusion. A competitor of Bonaldi 
in fact indicated that it does  not expect to have difficulties in  obtaining access to 
VW-branded OE spare parts. That competitor indicated that it does not expect any 
change in VW's behaviour on the wholesale market . That respondent further 
explained that , to his knowledge, where VW is already integrated into the retail  
level , no such foreclosure has happened in the past.   
Overall likely impact on effective competition   
(34) Therefore, in view of the lack of incentive to foreclose downstream competitors, 
the Commission considers that the Proposed Transaction is unlikely to re duce 
effective competition in the m arket for the retail distribution of VW -branded OE 
spare parts for passenger cars and LCVs  in these Italian provinces.  
5.2.3.  Conclusion  
(35) Given the lack of incentive to foreclose downstream competitors, the Commission 
considers t hat the Proposed Transaction does not raise serious doubts as to its 
compatibility with the internal market  as a result of non -horizontal effects . 
8 6. CONCLUSION  
(36) 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  
Member of the Commission