EUROPEAN CO MMISSION 
 
 
 
 
 
Brussels, 27.7.2018  
C(2018)  5150 final  
 
 
 
 
 
 
To the notifying part y 
 
 
 
 
 
Subject: Case  M.8883 – PPF Group / Telenor Ta rget Companies 
Commission decision pursuant to Article 6(1)(b) of Council 
Regulation  No 139/20041 and Article 57 of the Agreeme nt on the 
European Economic Area2 
 
 
Dear Sir or  Madam, 
 
(1) On 22 June 2018, the European Com mission received notification of a propos ed 
concentration pursu ant to Article 4 of the Merger Regulation  by whi ch PPF Group 
N.V. ("PPF") intends to acquire  sole control  of Telenor  Bulgaria EAD  ("Telenor 
Bulgaria"), Telenor  Magyarország Zrt. ("Telenor Hungary"), Telenor Real Estate 
Hung ary Zrt., Telenor Common Operation Zrt., Telenor  d.o.o.  Podgorica ("Telenor 
Mont enegro") and Telenor d.o.o.  Beograd ("Telenor Serbia") (together the "Telenor 
Target Compa nies"), by way of purchase of shares (the "Transaction").3 
PPF is designated hereinafter as the "Notifying Party" and, together with the 
Telenor  Target Compan ies, as the  "Parties". 
 
 
1. THE PART IES 
 
(2) PPF is a large multinational finance and inves tment  group focusing on financial 
services, consu mer finance, telecommunications, biotechnolo gy, retail services, real 
estate, agriculture and transport ation.  PPF started its operations in the Czech 
 
 
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 throug hout this decision. 
2 OJ L  1, 3.1.1994, p. 3 (the 'EEA Agreement'). 
3 Publicati on in the Official Journal of the European Union No C 230, 2.7.2018, p. 9. 
 
Commission européenne , DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE 
Europe se Commissie, DG COMP MERGER RE GISTRY, 1049 Brussel, BELGIË 
 
Tel: +32 229-91111 . Fax: +32 229-64301 . E-mail: COMP-MERGER-REGISTRY@ec.europa .eu. 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omitted has been replaced by ranges of figures or a 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  
 Republic and is now mainly active in the Czech Republic, Slovakia  and, in sectors 
other than  telecommunications, also in Russ ia, Germany, the Netherlands, the 
United Kin gdom,  the U.S.,  China, India, Vi etnam, Indon esia and the Philippines.  
PPF is controlled by Mr. Petr Kellner. 
 
(3) The Telenor  Target Companies are active primarily in telecommunications, acting 
as mobile operators in Bulgaria, Hungary, Serbia and Mont enegro.  The core of 
their activities therefore lies in providing mobile telecommunication services to 
end customers.  The s cope of activities of the  Telenor T arget Compani es is main ly 
confin ed to the countri es of their incorporation, for which they hold  the relevant 
telecommunication licenses. 
 
 
2. THE OPERAT ION 
 
(4) On 21 March 2018,  a Share Sale and Purchase Agreement  was concluded among 
inter alia (i) Telenor  Eiendom  Holding AS,  (ii) Telenor  Mobile  Com munications 
AS, (iii) Telenor A/S, and (iv) Telenor  Com munication II AS,  as sellers, and PPF 
TMT  Bidco 1  B.V., as purchaser, pursu ant to which PPF wil l, indirectly, throu gh 
PPF TMT  Bidco 1 B.V., acquire: (i) 100% of the shares in Telenor Bulgaria, (ii) 
100%  of the shares in Telenor Hu ngary, (iii) 100% of the shares in Telenor Real 
Estate  Hungary Zrt. 4, (iv) 100%  of the shares in Telenor  Com mon Operation Zrt., 
(v) 100%  of the share capital in Telenor  Mont enegro and (v) 100%  of the share 
capital in Telenor  Serbia. 
 
(5) The Transaction consti tutes a concentration within the meaning of Article  3(1)(b) 
of the M erger Regulatio n. 
 
 
3. EU DIMENSION 
 
(6) The undertakings concerned have a combined aggregate world-wide  turnover of 
more than EUR  5 000 million5 (PPF: EUR  […] million; the T elenor T arget 
Compani es: EUR  […] million; combined: EUR […] million; in 2017 ).  Each of 
them  has an EU-wide t urnover in excess of EUR 250 million (PPF: EUR […] 
million; the Telenor  Target Compani es: EUR  […] million; in 2017 ), but they do 
not achieve mo re than two-thirds of their  aggregate EU-wide turnov er within one 
and the s ame M ember State. 
 
(7) The notified operation therefore has an EU dimension  pursu ant to Article 1(2) of 
the M erger Regulatio n. 
 
 
4. RELE VANT  MARKETS 
 
(8) The Transaction does not result in any horizontal  overlap in the EEA  in the 
telecommunications sector because the activities of  the Parties are confined to the 
territori es for which they hold  the respective telecommunication licenses, i.e. 
Bulgaria and Hungary in the case of the Telenor Target Comp anies, and the Czech 
 
 
4 The activities of Telenor Real Estate Hungary Zrt. are limited to a particular real estate  property where 
the headquarters of Telenor Hungary are located [details of company’s activities ]. 
5 Turnover calculated  in accordance with Article 5 of the Merger Regulation. 
3  
 Republic and Slovakia  in the case of PPF (through its subsidiaries O2 CR and O2 
SK). 
 
(9) PPF and the Telenor  Target Compani es are present upstr eam in (i) whol esale 
international roaming services; (ii) whol esale mobile call termination services and 
(iii) whol esale fixed call termination services in the EEA countri es in which the 
Parties are present (i.e. PPF in the Czech Republic and Slovakia,  the Telenor 
Target Compani es in Bulgaria and Hungary).  Those services are vertically linked 
to (i) the retail supp ly of mobile telecommunications services and (iii) the retail 
supp ly of fixed telephony services to end  customers. 
 
4.1. Retail mobile telecommunications services 
 
(10) Mobile  telecommunications services to end customers include  services for national 
and in ternational voice calls6, SMS (including MMS  and other  mess ages), mob ile 
internet data  services and retail international roaming services. 
 
4.1.1.  Produ ct mar ket defin ition 
 
(11) The Notifying Party submits that in the present case, the relevant product market 
should  be defined, in line with  the Com mission’s  previous  decisional practice, as 
the overall retail market for mob ile telecommunications services without  further 
segmentation. 
 
(12) The Com mission consid ers that, in line with its previous  practice,7 the product 
market for retail mobile telecommunications services includ es mobile services 
such as voice, SMS/MMS, data and international roaming services, consid ering 
that all providers offer all these  types of s ervices to their  customers. 
 
(13) The Com mission has also consid ered whether the product market can be further 
segmented between residenti al and busin ess customers and w hether "over-the-top" 
("OTT") services should  be consid ered as part of the market.  In any case, for the 
purpose of the present decision, the exact product market definition in relation  to 
the p rovision of retail mobile telecommunications services can be left op en as the 
Transaction does not give rise to serious  doub ts as to its compatibility with  the 
internal market under any possible m arket definition. 
 
4.1.2.  Geographic mar ket defin ition 
 
(14) The Notifying Party conside rs that the market should  be consid ered national in 
scope in line with previous Commission de cisions. 
 
 
 
 
 
 
 
 
 
6 The term international voice calls is used for calls that are made by a domestic user when in its home 
country, but that terminate at destinations which are abroad such as if the receiving number is a foreign 
one. 
7 For example Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G 
Austria/Orange Austria; Commission decision of 11 May 2016 in case M.7612 - Hutchison 3G UK / 
Telef ónica, Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch 
JV. 
4  
 (15) The Com mission has consistently found  that the markets for retail mobile services 
provided to end consumers are national in scope.8 
 
(16) The Com mission considers the market for retail mobile services to be national in 
scope, taking into account the fact that licences to mobile operators are granted on 
a national basi s. 
 
4.2. Retail fixed t elephony services 
 
(17) On the market for retail supply of fixed telephony services, operators provide fixed 
voice s ervices to end customers.  In line with previous Com mission decisions, fixed 
voice s ervices include  the provision of connection services or access at a fixed 
location or address to the public telephone  network for the  purpose of making and 
receiving calls and  related services.9 
 
4.2.1.  Produ ct mar ket defin ition 
 
(18) The Notifying Party submits that in the present case, the relevant product market 
should  be defined, in line with previous Com mission decisions, as the overall retail 
market for fixed line telephony services, includi ng VoIP services. 
 
(19) In previous  decisions, the Com mission consid ered that a distinction  between local / 
national and in ternational calls as well as between residential and business 
customers may not be relev ant.10 The Com mission did not take a definitive view 
with regard to these po ssible further segment ations of the retail fixed telephony 
services market.  The Commission concluded how ever that traditional  fixed voice 
services and managed VoIP services are interchangeable within a single market for 
the retail supp ly of fixed telephony services.11 
 
(20) For the purpose of the present decision, the exact product market definition can be 
left open as the T ransaction do es not give rise to  serious doubts  as to its 
compatib ility with the internal market under  any possible m arket definition. 
 
4.2.2.  Geographic  market defin ition 
 
(21) The Notifying Party considers the market to be national in scope, based on the 
Com mission's precedents. 
 
(22) The Com mission consid ers the market for the supply of fixed telephony services to 
be national in scope, as this reflects the continuing i mportance of the role of 
national regulation  in the telecommunications sector, the supp ly of upstream 
whol esale services on a national basis, as well as the fact that the pricing policies 
of telecommunications p rovide rs are predominantly national.12 
 
 
 
 
8 Commission decision of 26 April 2006 in case COMP/M.3916 – T-Mobile Austria/Tele.ring, recital 
19; Commission decision of 20 September 2013 in case COMP/M.6990 – Vodafone/Kabel 
Deutschland, recitals 218-219. 
9 Commission decision of 3 July 2012 in case M.6584 – Vodafone/Cable&Wireless, recital 11. 
10     Commission decision of 29 June 2009 in case M.5532 – Carphon e Warehouse/Tiscali UK, recital 37. 
11     Commission decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland, recitals 
130-131. 
12     Commission decision of 7 December 2006 in case M.4442 – Carphon e Warehouse Group plc/AOL 
UK, recital 22. 
5  
 4.3. Wholesale mobile call termination services 
 
(23) When someone  calls a mobile phone  connected to a different network  that call is 
terminated on the network of the receiving mobile phon e.  In order for a retail 
mobile service provider  to be able to provide  calls to a dif ferent network, it must 
purchase whol esale terminations  services on these other networks.  This is done 
throu gh interconnection agreements betw een the  various n etwork  operators. 
 
4.3.1.  Produ ct mar ket defin ition 
 
(24) The Notifying Party submits that each individual mobile network  consti tutes a 
separate market for call termination because the operator transmitting the  call can 
reach the intended recipient only through the operator of the network  to which the 
recipient is connected.  There is  thus no substitute for call termination on each 
individual n etwork. 
 
(25) The Com mission considers that there is no substitute for call termination on each 
individual  network  since  the operator transmitting the  outgoing call can reach the 
intended recipient only through the operator of the network  to which the recipient 
is conn ected. 
 
(26) The Com mission concludes, in line with previous decisions, that termination on 
each ind ividual mob ile network  consti tutes a  separate product market.13 
 
4.3.2.  Geographic  market defin ition 
 
(27) In line with previous  Com mission decisions, the Notifying Party submits that the 
market for mobile call termination services shou ld be consid ered national in scope. 
 
(28) The Com mission concludes,  in line with previous decisions14, that the market for 
mobile call termination services is national in scope, as each whol esale ma rket for 
call termination correspon ds to the dimensions  of the  operator’s network and 
therefore is limited to the n ational territory of the operator's network.  
 
4.4. Wholesale fixed call t ermination services 
 
(29) Call termination is the s ervice provided by a network operator on the  supp ly side to 
other  network operators on the demand  side, whereby a call originating in a demand  
side operator's network  is delivered to a user in the supp ly side operator's network.  
This service is required by every originating operator, as it is necessary for i ts 
customers to be able to communicate with  the customers of other  networks.  Call 
termination is therefore a whol esale service that is resold or used as an input for  the 
provision of  downstream retail telepho ny services. 
 
4.4.1.  Produ ct mar ket defin ition 
 
(30) In line with previous  Com mission decisions, the Notifying Party submits that the 
relevant product market is the whol esale ma rket for call termin ation on each 
individual fixed network. 
 
 
13     Commission decision of 1 September 2016 in case M.7758, Hutchison 3G Italy / Wind / JV, recital 
192: Commission decision of 2 July 2014 in Case M.7018 - Telef ónica Deutschland/E-Plus, recital 89. 
14     Commission decision of 1 September 2016 in case M.7758, Hutchison 3G Italy / Wind / JV, recital 
196; Commission decision of 2 July 2014 in Case M.7018 - Telef ónica Deutschland/E-Plus, recital 91. 
6  
 (31) The Com mission considers that there is no substitute for call termination on each 
individual  network  since  the operator transmitting the  outgoing call can reach the 
intended recipient only through the operator of the network  to which the recipient 
is conn ected.15 
 
(32) The Com mission consid ers that, as regards wholesale call termination services, 
termination on each ind ividual fixed network  constitutes a separate product market. 
 
4.4.2.  Geographic  market defin ition 
 
(33) In line with previous  Com mission decisions, the Notifying Party considers the 
relevant geographic market for call termination services on fixed networks to be 
national in scope.  This is primarily due  to regulatory barriers as the geographic 
scope of l icenses is  in principle limited to  areas which do not extend b eyond the 
borders of a Memb er State. 
 
(34) In previous  decisions, the Com mission consid ered the geographic market to be 
national in scope.16 
 
(35) The Com mission concludes  that the whol esale market for fixed call termination 
services is national in scope, consid ering that  the geographic scope of each 
whol esale market for call termination should correspond  to the dimensions of the 
operator’s network, which is limited to national borders due  to regulato ry barriers. 
 
4.5. Wholesale int ernational ro aming services 
 
(36) For a provider of retail mobile services to be able to provide  its end customers with 
telecommunications services outside their home  countri es, it enters into whol esale 
roaming agreements  with provide rs of who lesale international roaming on other 
national markets.  Roaming consists  of both terminating calls and  originating  calls. 
 
(37) Retail mobile service provide rs sometimes have preferred roaming partners in 
certain countri es.  This means that the preferred partners' network  will be used in 
the first instance when it has coverage and the mobile user has not manually 
chosen  a different network.  A home  network will norm ally have multiple 
agreements with operators in a particul ar country in order to provide  optimal 
coverage. 
 
4.5.1.  Produ ct mar ket defin ition 
 
(38) In line with previous  Commission decisions, the Notifying Party submi ts that there 
is a relevant product market for whol esale international roaming services, 
compris ing both termin ating calls and  originating calls. 
 
(39) Wholes ale international roaming services are regulated.17 Mobile  network op erators 
must  meet all reasonable requests for wholes ale roaming access under a 
 
 
 
15     Commission decision of 2 July 2014 in case M.7231, Vodafone / Ono, recital 63. 
16     Commission decision of 20 September 2013 in case M. 6990 – Vodafone/Kabel Deutschland, recital 
121; Commission decision of 1 March 2010 in Case M.5650 - T-Mobile/O range , recital 38. 
17  Regulation (EU) No 531/2012 of the European Parliament and of the Council of 13 June 2012 on 
roaming on public mobile communications networks within the Union (OJ 2012 L 172/10), last 
amended by Regulation (EU) 2017 /920 of the European Parliament and of the Council of 17 May 
2017 (OJ 2017 L 147/1) (the "Roaming Regulation"). 
7  
 reference offer and who lesale charges for the making of regulated roaming services 
(voice, mess age and data roaming) are capped. 
 
(40) The Com mission concludes,  in line with previous decisions, that the market for 
international roaming compris ing both  terminating calls and originating calls 
consti tutes a separate product market.18 For originating calls while  roaming, the 
foreign or visited mobile network  is used to make phone  calls when abroad and a 
whol esale roaming charge is paid by the  home  network to the visited network.  For 
terminating calls, the call is routed by the  home network  to the visited mobile 
network  and the home  network  pays for the international carriage of the call and 
the norm al termin ation charge to  the visited network.  Demand  for whol esale 
international roaming services comes  first from foreign mobile operators who wish 
to provide  their own customers with mob ile services outside their  own network and 
also downstr eam from subscribers wishi ng to use their mobile telephones outside 
their own countri es. 
 
4.5.2.  Geogra phic market defin ition 
 
(41) In line with previous  Com mission decisions, the Notifying Party submits that the 
relevant geographic scope of the market for the supp ly of whol esale international 
roaming services is national. 
 
(42) In previous  decisions, the Com mission found that the whol esale market for 
international roaming is national in scope, given that whol esale international 
agreements can be concluded  only with companies which have an operating licence 
in the relevant country and the licences to provide  mobile services are restrict ed to 
a national territory.19 
 
(43) The Com mission con cludes that the m arkets for international roaming are national. 
 
 
5. COMPETITIVE ASSESSMENT 
 
(44) According to the information submi tted by the Notifying Party, the Transa ction 
does not give rise to any horizontal ly affected m arkets.20 
 
 
 
 
18     Commission decision of 1 September 2016 in case M.7758, Hutchison 3G Italy / Wind / JV, recitals 
182-184; Commission decision of 12 December 2012 in Case COMP/M.6497 - Hutchison 3G 
Austria/Orange Austria, recital 64. 
19  Commission decision of 28 May 2014 in case M. 6992 – H3G/Telef ónica Ireland, recital 151; 
Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G Austria/Orange Austria, 
recital 78; Commission decision of 1 March 2010 in case M.5650 – T-Mobile/O range, recital 35; 
Commission decision of 20 August 2007 in case M.4748 – T-Mobile/O range Netherlands, recital 27; 
Commission decision of 26 April 2006 in case M.3916 – T-Mobile Austria/Tele. ring, recital 28; 
Commission decision of 20 September 2013 in case M. 6990 – Vodafone/Kabel Deutschland, recital 
252. 
20   Where this Decision makes reference to "affected markets", it refers to instances where: for horizontal 
overlaps, both Parties are engaged in business activities in the same relevant market and where the 
concentration will lead to a combined market share of 20% or more; for vertical overlaps, where one 
or more of the Parties are engaged in business activities in a relevant market, which is upstream or 
downstream of a relevant market in which any other party to the concentration is engaged, and any of 
their individual or combined market shares at either level is 30% or more, regardless of whether there 
is or is not any existing supplier/customer relationship between the Parties.  See section 6.3. of Annex I 
(Form CO relating to the notification of a concentration pursuant to regulation (EC) No 139/2004) of 
Commission Implementing Regulation (EU) No 1269 /2013 of 5 December 2013 amending 
8  
 (45) The Transaction gives rise to a number  of vertically affected markets in the 
telecommunications se ctor, as can be seen from the following  table: 
 
Upst ream markets Downstream markets 
Wholesale  mobile call termination 
services in: 
 
- Czech Republic (PPF) 
 
- Slovakia (PPF) (i) Retail mobile telecommunications 
services in: 
 
- Hungary (Telenor)  
 
- Bulgaria (T elenor)  
 
(ii) R etail fixed t elephony services in: 
 
- Bulgaria (T elenor)  
Wholesale  mobile call termination 
services in: 
 
- Hungary (Telenor)  
 
- Bulgaria (Telenor)  (i) Retail mobile telecommunications 
services in: 
 
- Czech Republic (PPF)  
 
- Slovakia (P PF) 
 
(ii) Retail fixed t elephony services in: 
 
- Czech Republic (PPF)  
 
- Slovakia (P PF) 
Wholesale fixed call t ermination in: 
 
- Czech Republic (PPF) 
 
- Slovakia (P PF) (i) Retail mobile telecommunications 
services in: 
 
- Hungary (Telenor)  
 
- Bulgaria (Telenor)  
 
(ii) Retail fixed t elephony services in: 
 
- Bulgaria (Telenor)  
Wholesale fixed call t ermination in: 
 
- Bulgaria (Telenor)  (i) Retail mobile telecommunications 
services in: 
 
- Czech Republic (PPF)  
 
- Slovakia (P PF) 
 
(ii) Retail fixed t elephony services in: 
 
- Czech Republic (PPF)  
 
 
 
 
Commission Regulation (EC) No 802/2004 implementing Council Regulation (EC) No 139/2004 on 
the control of concentrations between undertakings (OJ L 336, 14.12.2013, p. 1-36). 
9  
  
 - Slovakia (P PF) 
Wholesale  international roaming 
services in: 
 
- Czech Republic (PPF)  
 
- Slovakia (P PF) Retail mobile telecommunications 
services in: 
 
- Hungary (Telenor)  
 
- Bulgaria (Telenor)  
Wholesale  international roaming 
services in: 
 
- Hungary (Telenor)  
 
- Bulgaria (Telenor)  Retail mobile telecommunications 
services in: 
 
- Czech Republic (PPF)  
 
- Slovakia (P PF) 
 
 
5.1. Wholesale  market for mobile call termination services – Retail market for 
fixed telephony services and retail market for mobile telecommunications 
services 
 
(46) PPF is active on the market for whol esale mobile call termination services on its 
own networks  in the Czech Republic and in Slovaki a.  The Telenor  Target 
Compani es are also active on  this market in Bulgaria and Hungary and provide 
mobile call termination services for their  own networks.  
 
(47) This whol esale market, where the Parties have a 100%  market share in their 
respective networks ("one net – one ma rket" principle) is upstr eam of the  markets 
for the retail supp ly of fixed telephony services and retail supp ly of mobile 
telecommunication services, where the Pa rties have the following  market shares: 
 
Retail Mobile Telecommunications Services 
 Czech 
Republic Slovakia Bulgaria  Hungary 
PPF [30-40]% [20-30]% - - 
Telenor  
Target 
Companies - - [30-40]% [20-30]% 
 
 
 
Retail Fixed Telephony Services 
 Czech Republic Slovakia Bulgaria  
PPF [90-100]% [0-5]% - 
Telenor  Target 
Companies - - [10-20]% 
10  
 Source: Form CO 
 
5.1.1.  The Notifying Party 's views 
 
(48) The Notifying Party submits that the Transaction cannot give rise to any 
competi tion concerns conside ring that: 
 
- the markets for provision of whol esale mobile call termination services are 
subject to an ex ante regulation  by national telecommunications authorities 
which makes it technically impossible to refuse access to or price discriminate 
against other  network  operators; 
 
- in the vast majo rity of cases it is impossible to know  the identi ty of the 
customer purchasing termination because international calls are mostly made 
over in ternational carriers who act as intermedi aries between the 
telecommunication op erators; 
 
- the call termination in the Czech Republic and Slovakia  is only of minor 
importance to the Telenor Target Compani es and their competi tors.  Similarly, 
the call termination in Bulgaria and Hung ary appears to be of negligible 
importance to PPF and their competi tors. 
 
5.1.2.  The Com mission's ass essment 
 
(49) The Com mission co nsiders that the Transaction does not  give rise to serious  doubts 
as to its compatib ility with  the internal market in relation  to the vertical link 
between the upstr eam markets for whol esale mobile call termination services and 
the downstr eam markets for retail supp ly of fixed telephony services and retail 
supp ly of mob ile telecommunication services, for the following r easons. 
 
(50) First, the Com mission notes that there are regulatory obligations applying to the 
whol esale mobile call termination markets.21 Those  regulato ry obligations include 
access to specific network  facilities, transparency (in cluding publ ication of draft 
interconnection agreements on the network  operator’s website), no n-discrimination 
and price control.  
 
(51) Second, telephonic  traffic flows between the Czech Republic, Slovaki a, Hung ary 
and Bulgaria are extremely limited and any increase by the merged entity of its 
termination charges (if possible without  the need for regulato ry approvals) would 
have little or no  impact on the cost structure of  the me rged entities' competitors in 
these  countr ies.  Nor would the merged entity have the incentive to make such 
increases due  to the small traffic volume concerned. 
 
 
21   With respect to the Czech Republic, see Commission Decision of March 16, 2016 in case 
CZ/2016 /1843, Wholesale  market for the voice call termination on individual mobile networks in the 
Czech Republic and correspond ing national market review performed by the national regulatory 
authority.  With respect to Bulgaria, see Commission Decision of November 21, 2016 in case 
BG/2016 /1924, Call termination on individual mobile telephon e networks in Bulgaria and 
correspond ing national market review performed by the national regulatory authority.  With respect to 
Slovakia, see Commission Decision of December 15, 2016 in case SK/2016 /1956, Wholesale  voice 
call termin ation on individual mobile networks in  Slovakia and correspond ing national market review 
performed by the national regulatory authority.  With respect to Hungary, see Commission Decision of 
March 05, 2015 in case HU/2015 /1705, Wholesale  voice call termin ation on individual mobile 
networks in Hunga ry and correspond ing national market review performed by the national regulatory 
authority. 
11  
 (52) Third,  the Com mission notes  that none  of the respon dents to the market 
investi gation raised any concerns related to vertical issues arising from the 
Transaction on the market for whol esale mobile call termination services on the 
one hand, and the retail supp ly of fixed telephony services and retail mobile 
telecommunications services on the  other  hand. 
 
(53) In light of the analysis above, the Com mission concludes  that the Transaction does 
not give rise to serious  doubts  as to its compatib ility with the internal market in 
relation to the vertical link between the upst ream markets for  whol esale mobile call 
termination services and the downstr eam markets for retail supp ly of fixed 
telephony services and  retail mobile telecommunications services. 
 
5.2. Wholesale  market for fixed call termination services – Retail market for 
fixed telephony services and retail market for mobile telecommunications 
services 
 
(54) PPF is active on the market for wholesale fixed call termination services on its own 
networks in the Czech Republic and in Slovak ia.  The Telenor Target Compani es 
are also active on  this market in Bulgaria.  The whol esale market for fixed call 
termination services where the Parties have a 100%  market share in their r espective 
networks ("one net – one ma rket" principle) is upstr eam of the  markets for  the retail 
supp ly of fixed telephony services and for the retail supp ly of mobile 
telecommunications services, where the  Parties have the market shares indicated in 
the tables in r ecital (47) above. 
 
5.2.1.  The Notifying Party 's views 
 
(55) The Notifying Party submits that the Transaction cannot give rise to any 
competi tion con cerns conside ring that: 
 
- the markets for provision  of whol esale fixed call termination services are 
subject to an ex ante regulation  by national telecommunications authorities 
which makes it technically impossible to refuse access to or price discriminate 
against other  network  operators; 
 
- in the vast majo rity of cases it is impossible to know  the identi ty of the 
customer purchasing termination because international calls are mostly made 
over in ternational carriers who act as intermedi aries between the 
telecommunication op erators; 
 
- the call termination in the Czech Republic and Slovakia  is only of minor 
importance to the Telenor Target Compani es and their competi tors.  Similarly, 
the call termination in Bulgaria and Hung ary appears to be of negligible 
importance to PPF and their competi tors. 
 
5.2.2.  The Com mission's ass essment 
 
(56) First, the Com mission notes that there are regulatory obligations applying to the 
whol esale fixed call termination markets.22 Those  regulato ry obligations include  
 
 
22 With respect to the Czech Republic, see Commission De cision of November 24, 2016 in case 
CZ/2016 /1928, Wholesale  markets for call termin ation on individual public telephone networks 
provided at a fixed  location in the Czech Republic – remedies and correspond ing national market 
review performed by the national regulatory authority.  With respect to Bulgaria, see Commission 
12  
 access to specific network  facilities, transparency (in cluding publ ication of draft 
interconnection agreements on the network  operator’s website), no n-discrimination 
and price control.  
 
(57) Second, telephonic  traffic flows between the Czech Republic, Slovaki a, Hung ary 
and Bulgaria are extremely limited and any increase by the merged entity of its 
termination charges (if possible without  the need for regulato ry approvals) would 
have little or no impact on the cost structure of the merged entities' competitors in 
these  countr ies.  Nor would the merged entity have the incentive to make such 
increases due  to the small traffic volume concerned. 
 
(58) Third,  the Com mission notes  that no respond ent to the market investig ation raised 
any issues related to vertical competi tion concerns arising  from the Transaction on 
the market for fixed call termination services on the one h and, and the markets for 
retail supp ly of fixed telephony services and of mobile telecommunications s ervices 
on the  other hand. 
 
(59) In light of the analysis above, the Com mission concludes  that the Transaction does 
not give rise to serious  doubts  as to its compatib ility with the internal market in 
relation  to the vertical link between the upstream markets for whol esale fixed call 
termination services and the downstr eam markets for retail supp ly of  fixed 
telephony services and  retail supp ly of mobile  telecommunications services. 
 
5.3. Wholesale  market for international roaming services – Retail market for 
mobile telecommunications services 
 
(60) PPF is active on the market for whol esale international roaming services on its 
own mob ile networks in the C zech Republic and in Slovaki a.  The Telenor Target 
Compani es are also active on this market on their own n etworks in Bulgaria and in 
Hung ary.  The who lesale market for international roaming services is upstream of 
the markets for the retail supp ly of mobile telecommunication services, where the 
Parties h ave the m arket shares ind icated in the tables in r ecital (47) above.  
 
5.3.1.  The Notifying Party 's views 
 
(61) The Noti fying Party submits that the T ransaction cannot give rise to any 
competi tion con cerns conside ring that: 
 
- following  the Transaction, the merged entity's competi tors in the retail ma rkets 
for mob ile telecommunication services will continue to have at least two  
alternative operators in each of the Czech Republic, Slovaki a, Bulgaria and 
Hungary from which  to pur chase international roaming services; 
 
- roaming activities are subject to EU regulation  which imposes  a price cap on 
the whol esale prices that Mobile N etwork  Operators ("MNOs") can charge 
from their roaming customers and includ es obligation of MNOs to meet all 
reasonable requests for access to their  network; 
 
 
Decision of May 26, 2016 in case BG/2016/1862, Wholesale  call termin ation on individual public 
telephon e networks provided at a fixed location in Bulgaria and correspond ing national market review 
performed by the national regulatory authority.  With respect to Slovakia, see Commission Decision of 
February 22, 2018 in case SK/2018 /2051, Wholesale  voice call termin ation on individual public 
telephon e networks provided at a fixed  location in Slovakia – remedies and correspond ing national 
market review  performed by the national regulatory authority. 
13  
 - The roaming charges in each interested Mem ber State represent a very small 
percentage of the costs incurred by mob ile operator s.  Therefore, any changes 
in the roaming costs will have no significant impact on the relevant 
competi tors’ price structure; 
 
- the revenues generated by PPF's end customers roaming in Bulgaria and 
Hung ary, as well as by the Telenor  Target Compani es' end customers roaming 
in the Czech Republic and Slovakia  represent less than [0-10]% of the total 
whol esale international roaming revenues generated by the mobile operators 
in the respective Member  States. 
 
5.3.2.  The Com mission's ass essment 
 
(62) The Com mission co nsiders that the Transaction does not give rise to serious  doubts 
as to its compatib ility with  the internal market in relation  to the vertical link 
between the upstream markets for whol esale international roaming services and the 
downstr eam ma rkets for  the retail supp ly of mobile  telecommunication services. 
 
(63) The Com mission notes  that the market for whol esale international roaming 
activities is subject to sector-specific Union  regulation,  which prevents mobile 
operators from refusing  access to their network and from charging excessive 
termination  fees.  Under the Ro aming Regulation,  MNOs must  meet all reasonable 
requests for whol esale roaming access and MNOs are bound  by the price cap 
imposed  by the Roaming Regulation on the whol esale prices that MNOs can 
charge from their roaming customers.  Key obl igations under the regulation  include 
an obl igation to me et all reasonable requests, an obligation to publ ish a reference 
offer, caps on whol esale and retail charges (for calls, SMS mess ages and data 
services), and transparency and information  requirements .  The Roaming 
Regulation  therefore effectively prevents MNOs from refusing  access to their 
respective network  and from ch arging excessive termin ation fees. 
 
(64) Furthermore, the Com mission notes  that no respondent to the market investigation 
raised any issues related to vertical competi tion concerns arising from the 
Transaction on the market for whol esale international roaming services on the one 
hand, and the market for retail supp ly of mobile telecommunications services on 
the oth er hand. 
 
(65) In light of the analysis above, the Com mission concludes  that the Transaction does 
not give rise to serious  doubts  as to its compatib ility with the internal market in 
relation  to the v ertical link between the upstream markets for wholes ale 
international roaming services and the downstr eam markets for the retail supply of 
mobile telecommunication services.  
14  
 6. CONCLUS ION 
 
(66) For the above reasons,  the European Com mission has decided not to oppose the 
notified operation and to declare it compatib le with the internal market and with 
the EEA  Agreement.  This decision is adopted  in application of Article 6(1)(b) of 
the Me rger Regulation and A rticle 57 of  the EEA Agreement. 
 
For the Commission  
 
 
 
 
 
 
 
(Signed)  
Margrethe  VESTAGER 
Member of the Com mission