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 -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 20.12.2021  
C(2021 ) 9884 final  
PUBLIC VERSION  
 
Moët Hennessy S.A.S.  
24-32 Rue Jean Goujon  
75008 Paris  
France  
 
Davide Campari – Milano N.V.  
Via F. Sacchetti 20  
20099 Sesto San Giovanni  
Italy 
 
Mr. Marco Magnocavallo  
Via Visconti di Modrone 12  
20122 Milan o 
Italy 
 
Mr. Andrea di Camillo  
Via Chiossetto 1   
20122 Milano  
Italy 
Subject : Case M.  10436 — Moët Hennessy/Campari/Class A Tannico 
Shareholders/Tannico  
Commission decision pursuant to Article 6(1)(b)  of Council Regulation 
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information omitted has been replaced by 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 No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 15 November 2021 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulat ion by which 
Moët Hennessy S.A.S. ( ‘Moët  Hennessy ’, France ), Davide Campari -Milano N.V. 
(‘Campari ’, the Netherlands ) and the Class A Tannico Shareholders  acquire joint 
control of Tannico e Wineplatform S.p.A. (‘ Tannico ’, Italy ) (the ‘Proposed 
Transaction ’ or the ‘Transaction ’). Before the Proposed Transaction Tannico was 
jointly controlled by Campari and the Class A Tannico Shareholders.3 Moët  
Hennessy , Campari and th e Class A Tannico Shareholders are designated hereinafter 
as the ‘Notifying Parties ’ and, together with Tannico, the ‘Parties’ . 
1. THE PARTIES  
(2) Moët Hennes sy is a French company, a subsidiary of LVMH Moët Hennessy Louis 
Vuitton SE, specialised in the production and distribution (mostly at wholesale level) 
of wines and spirits worldwide.  
(3) Campari  is active in the production and distribution of wines and spirits on an 
international level.  
(4) The Class A Tannico Shareholders  are Mr. Marco Magnocavallo and Mr. Andrea 
di Camillo . Mr. Marco Magnocavallo is the current CEO of Tannico. Together with 
Mr. An drea di Camillo, they co -control the investment company Boox. Mr. Andrea 
di Camillo also controls P101, an Italian venture capital firm focused on early -stage 
investments in the digital sector.  
(5) Tannico  offers wines and spirits through its e -commerce platfo rm (without any 
production activities).  
2. THE OPERATION  
(6) The Transaction will be carried out through the creation of a 50/50 joint venture4 
between Moët  Hennessy  and Campari; the joint venture will hold  Campari’s stake in 
Tannico (consisting of […]% of the sh are capital and […]% of the voting rights). 
Post-Transaction , Moët Hennessy will indirectly  hold a minority stake in Tannico 
([…]% of the share capital and […]% of the voting rights) . [Corporate governance 
                                                 
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 475 , 25.11.2021, p. 6 -7. 
4  Non-full function in nature, its primary purpos e being to carry out Moët Hennessy ’s and Campari ’s joint 
investment in Tannico.  
 
3 provisions] .5 Therefore, Moët Hennessy together wi th Campari and Mr. Marco 
Magnocavallo and Mr. Andrea di Camillo, will exercise joint control over Tannico.  
(7) Tannico has sufficient own staff, financial resources and dedicated management for 
its operation and for the management of its portfolio and busines s interests. 
Furthermore, Tannico already has a market presence, does not have significant sale 
or purchase relationships with its parents and is intended to operate on a lasting basis  
as Tannico is present on the market since 2012 and aims to continue its activity 
indefinitely . Therefore, Tannico is full -function.  
(8) In light of the above , the Transaction is a concentration within the meaning of 
Article 3(1)(b) and 3(4) of the Merger Reg ulation .  
3. UNION  DIMENSION  
(9) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million6 (LVMH Moët Hennessy  Louis Vuitton SE : EUR 
[…], Campari:  EUR  […], Class A  Tannico Shareholders: EUR […] and Tannico: 
EUR […]). Two of the undertakings concerned  have a Union -wide turnover in 
excess of EUR 250 million  (LVMH Moët Henn essy Louis Vuitton SE : EUR […], 
Campari:  EUR […]). The undertakings concerned  do not all achieve more than two -
thirds of their aggregate U nion-wide turnover within one and the same Member 
State. The notified operation therefore has a U nion dimension.   
4. THE PARTIES ’ ACTIVITIES  
(10) Moët Hennessy and Campari are both active in the wholesale of wines and spirits 
across the EEA.  
(11) More specifically, Moët Henness y holds most of the Wines & Spirits Maisons of 
LVMH. LVMH’s Wines and Spirits business group (which Moët Hennessy belongs 
to) is active in the production and distribution, mostly at wholesale level, of wines 
and spirits worldwide. It is divided in two part s, namely (i) Champagne and Wines, 
in which LVMH owns Moët & Chandon, Dom Pérignon, Veuve Clicquot, Ruinart, 
Krug, Mercier and a variety of wines from France (including Château Cheval Blanc, 
Château d’Yquem, Clos des Lambrays, Château d’Esclans and Château  du 
Galoupet ), Spain, the  USA and the other non -EU countries (including Cape Mentelle  
in Australia  and Newton Vineyards  in the US ); and (ii) Cognac and Spirits , which 
includes Hennessy (cognac), Glenmorangie, Ardbeg, and Woodinville Whiskey 
Company (Scotch whiskies), Belvedere (vodka), and Volcan De Mi Tierra (tequila).  
(12) Campari is also active in the production and wholesale distribution of wines and 
spirits on an international level. Its diversified portfolio covers a wide range of 
spirits such as aperitifs , liqueurs and rums, as well as champagne and non -alcoholic 
aperitifs. It includes over 50 brands worldwide, including Aperol, Campari, SKYY, 
Grand Marnier, Wild Turkey and Appleton Estate.  
                                                 
5  [Description of Tannico’s corporate governance provisions] . 
6  Turnover calculated in accordance with Article 5 of the Mer ger Regulation.  
 
4 (13) Tannico primarily acts as a retailer of wines and spirits through its e-commerce 
platform, launched in 2012 in Italy, which to date is where the vast majority of its 
worldwide revenues are generated (c. […]% in 2020). Through the Transaction, 
Moët Hennessy and Campari intend to build a “ premium pan -European e -commerce 
player”7. 
(14) The activities of Moët Hennes sy and Campari give rise to vertical relationship s with 
those  of Tannico.8 
5. MARKET DEFINITION  
5.1. Production and wholesale distribution of wines and spirits ( upstream)  
5.1.1.  Product market  
(15) With respect to wines, i n past decisions regarding the production and wholesale 
distribution of wines, the Commission considered a possible sub -segmentation by 
type of wine between (i) still wines and (ii) sparkling wines (further segmented into 
Champagne, Lambrusco, semi -sparkli ng or flavoured sparkling wine, and sparkling 
wines other than Champagne).9 
(16) With respect to spirits, in the past the Commission considered a segmentation  for 
each of the main spirit categories, i.e. (all) whisky, cognac/armagnac and other 
brandies, rum, gin, vodka, tequila, aniseed, bitters and liqueurs .10 Brand y and whisky 
were further segmented according to origin: (i) for brandy, different markets were 
consi dered for Cognac and Armagnac11; and (ii) for whisky different markets were 
considered for Scotch, Irish, US, Canadian.12  
(17) In a previous case, t he Commission also considered the possible existence of 
separate markets for the supply of spirits depending on wh ether they are on -trade 
(i.e: sales to hotels, bars, caf és, etc) or off -trade (i.e: sales to the retail sector).13 
However , the Commission ultimately concluded that this delineation would not 
change the competitive assessment as the transaction in question in that case would 
primarily concern off-trade, i.e. sales to wholesalers and large retailers. In the 
present case the delineation would not change the competitive assessment since 
Tannico is present essentially in the direct sales to final customers ( […]% of Tannico 
turnover is represented by sales to final consumers).  
(18) The Notifying Parties consider that for the purposes of the assessment of their 
vertical relationships with Tannico  and in line with previous Commission’s 
                                                 
7  https://camparigroup.com/ sites/default/files/downloads/ 
20210712%20%20MH%20Campari%20ENG%20vFINAL.pdf  
8  This link was pre -existing to the Transaction as regards Campari, which already jointly controlled 
Tannico. The Parties confirm tha t there are no horizontal or vertical relationships between the activities of 
the Class A Tannico Shareholders and Tannico. (Form CO, paragraph 1.15).  
9  Case M.5114 – Pernod Ricard/V & S (2008), paragraph  40. 
10  Case M.938 – Guinness/Grand Metropolitan, ( 1997), paragraph  23. 
11  Case M.2268 – Pernod Ricard / Diageo / Seagram Spirits, (2001), paragraph 17. 
12  Case M.3779 – Pernod Ricard /Allied Domecq, paragraph 12. Case M.2268 – Pernod Ricard / Diageo / 
Seagram Spirits, (2001), paragraph 17. 
13  Case M.3779 – Pernod Ricard /Allied Domecq, paragraph 13.  
 
5 decisions,  it would  be sufficient to examine the following hypothetical product 
markets  at the production and wholesale level : (i) Still Wines,  (ii) Sparkling Wines, 
(iii) Agave -Based Spirits, (iv) Brandy, (v) Rum, (vi) Vodka, and  (vii) Whisky. These 
correspond to the wines and spirits segments in which Moët  Hennessy generates 
sales in the EEA.14  
(19) The Commission considers that, consistently with its past practice  and absent 
indications to the contrary from the market investigation , plausible relevant product 
markets for the pr oduction and wholesale distribution of wines and spirit s can be 
defined according to the product categories referred to in paragraphs 14-15 above.  
(20) In any event, it can be left open whether the market for the production and wholesale 
distribution of wines should be segmented (i) by product type  for wines, and  
(ii) product category or origin for spirits ; and (iii ) by sales to the on -trade channel 
and sales to the off -trade channel,15 as the assessment of the Transaction ’s 
compatibility with the internal marke t or the functioning of the EEA Agreement 
would not change under any plausible product market definition.  
5.1.2.  Geographic markets  
(21) As to the geographic scope, in previous decisions concerning the production and 
wholesale distribution of wines and spirits,16 the Commission found that the 
geographic scope of the various product markets is national, mainly because of 
strong national preferences and consumption behaviours.  
(22) The Notifying Parties consider that the geographical relevant markets are wider than 
national b ecause in their view consumers do  not have strong national preferences, 
the wholesale price differences between countries are not substantial and the 
characteristics of the wines and spirits do not vary materially according to the 
geographic area.17 
(23) In any event, for the purpose s of this Decision, it can be left open  whether  the 
markets for the production and wholesale of wines and spirits are national or EEA 
wide in scope  as the assessment of the Transaction’s compatibility with the internal 
market or the f unctioning of the EEA Agreement would not change under any 
plausible product market definition . Under a conservative approach, the Transaction 
will be assessed at a national level.  
5.2. Retail of wines and spirits ( downstream)  
5.2.1.  Products market  
(24) For the retail of wines and spirits, the Commission previously considered only the 
travel retail segment18, which is not relevant for the present case.  
                                                 
14  Form CO, paragraph 6.15.  
15  For the reasons stated in paragraph 16, the distinction between sales to the on -trade and the off -trade will 
not be considered in the competitive assessment.  
16  Case M.5114 – Pernod Ricard/V & S (2008), paragraph  43. 
17  Form CO, paragraph 6.25.  
18  Case M.5114 – Pernod Ricard/V & S (2008), paragraph  44. 
 
6 (25) The Notifying Parties consider that the retail market for wines and spirits should not 
be further sub -segmented, e.g. acco rding to the sales channel or type of beverage 
sold.19 As to sales channel, because  Tannico is active essentially  on the online sales 
channel , the Notifying Parties consider that the Proposed Transaction should be 
assessed on ly on the online segment  since this is  the narrowest segment should 
a segmentation between online and brick -and-mortar sales channels  be considered . 
As to the type of beverage sold, t he Notifying  Parties consider  that it is not relevant 
to segment the retail market by type of beverage, as retailers of wines and spirits 
typically offer a broad portfolio across the board of wines and spirits (as well as 
other alcoholic beverages, such as beer, cider, and ready -to-drink beverages ), and 
could easily shift their capacity/shelf space from one product offered in store 
towards another in reaction to price increases.20  
(26) The results of the market investigation support the fact that retailers purchase the 
whole range of wines and spirits as all retailers that expressed a view explained that 
they purc hase the whole range of wines and spirits.21 Indeed , the retailers aim to 
offer a broad selection of wines and spirits to the final consumer to maximise their 
revenues . For example, one retailer pointed out in the market investigation that  ‘Our 
product port folio has 3000 wine references and 3000 spirits references ’22. The 
Commission therefore considers that, for the purpose s of this Decision, the market 
for retail encompasses all wines and spirit s.  
(27) In addition, for the purpose s of this Decision, it can be left open whether the retail 
market for wines and spirits can be segmented by sales channel as the as the 
assessment of the Transaction’s compatibility with the internal market or the 
functioning of the EEA Agreement would not change under any plausible product 
market definition . Since Tannico is active only in the  online sales channel, taking 
a conservative approach, the Commission will assess the Proposed Transaction only 
for the online segment.  
5.2.2.  Geographic market  
While the Not ifying Parties consider the relevant geographic market for the retail of 
wines and spirits to be nation -wide in scope, they consider that the online retail of 
wines and spirits to be at least EEA -wide. They argue that on -line retailers are able 
to ship fro m a few locations on a worldwide basis and that  shipping costs tend to 
represent a small portion of an order’s value depending on the size of the order.23 
(28) The majority of the retailers that expressed a view in the market investigation state 
that they purcha se their portfolio of wines and spirits on a national level.24  
                                                 
19  Form CO, paragraph 6.10.  
20  Form CO, paragraph 6.10.  
21  Answers to question 2 from the e -mail responses to the questionnaire Q2 – Retail of wines and spirits 
submitted on 22 -24 November 2021.  
22  Answer to question 2 from the e -mail responses to the questionnaire Q2 – Retail of wines and spirits 
submitted on 22 -24 November 2021.  
23  Form CO, paragraph 6.22.  
24  Answers to question 3 f rom the e -mail responses to the questionnaire Q2 – Retail of wines and spirits 
submitted on 22 -24 November 2021.  
 
7 (29) The Commission therefore considers that, for the purpose s of this Decision, the 
market for the retail of wines and spirits is national in scope.  
6. COMPETITIVE ASSESSMEN T 
(30) The Proposed Transaction give rise s to a vertical relationship between the upstream 
production and wholesale activities of Moët Hennessy and Campari and the 
downstream online retail business of Tannico in several Member States or EEA 
countries . 
6.1. Market shares  
(31) The following table shows the market shares of the Parties which lead to vertically 
affected markets . The Transaction gives rise to vertically affected markets on 
a national level with respect to  (i) the upstream sub-segments for production and 
wholesale distribution of champ agne, spark ling wines and cognac (wines and spirits 
overall are not affected)25 and (ii) the downstream segment of online retail of wines 
and spirits26.  
                                                 
25  The Proposed Transaction gives rise to combined market shares above 30% only if wines are sub -
segmented by type into champagne and sparkling  wines and brandy is sub -segmented by origin into 
cognac.  
26  The vertical relationship in all other plausible markets do es not give rise to any affected markets.  

 
9 6.2. The Notifying Parties’ views  
(33) The Notifying Parties ’ view is that the Transaction would not result in a significant 
impediment of effective competition in the online retail of wines and  spirits, and 
Champagne/Cognac in particular , because (i)  Tannico’s market share downstream is 
below 5% in most countries, and below 30% in all of the countries (ii), Champagne 
represents a negligible portion of Tannico’s sales of wines and spirits and (ii i) post -
Transaction, neither the Parties, in particular Moët Hennessy, nor Tannico will have 
the ability or incentive to pursue any plausible input or customer foreclosure 
strategy .30 
6.3. The Commission’s assessment  
6.3.1.  Legal framework for the assessment  
(34) Under Arti cle 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengtheni ng of a dominant position. In this respect, a merger can entail 
horizontal and/or non -horizontal effects.  
(35) As regards non -horizontal effects, the Commission Non -Horizontal Merger 
Guidelines31 distinguish between the effects of vertical mergers, which involve  
companies operating at different levels of the supply chain, and of conglomerate 
mergers, which involve companies that are active in closely related markets.  
(36) According to paragraph 29 of the Non -Horizontal Merger Guidelines, a vertical 
merger is said to r esult in foreclosure where actual or potential rivals' access to 
supplies or markets is hampered or eliminated as a result of the merger, thereby 
reducing these companies' ability and/or incentive to compete.  
(37) Paragraph 30 of the Non -Horizontal Merger Guid elines distinguishes two forms of 
vertical foreclosure. The first is where the merger is likely to raise the costs of 
downstream rivals by restricting their access to an important input (input 
foreclosure). The second is where the merger is likely to forec lose upstream rivals by 
restricting their access to a sufficient customer base (customer foreclosure).  
(38) The present Section 6.3 assesses whether the Transaction is likely to raise vertical 
effects on the affected markets identified in Section 6.1. 
6.3.2.  Italy 
(39) Italy is the main market where Tannico is currently active in the EEA  through the 
Tannico e -commerce platform32. Italy represent s […]% of the Tannico platform 
sales in 202033. The market shares of the Parties give rise to affected market in Italy 
due to (i) the upstream market  share of [40-50]% in value in 2020 ( [30-40]% in 
                                                 
30  Form CO, paragraphs 7.9 -7.10.  
31  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between unde rtakings (‘Non -Horizontal Merger Guidelines’) (2008/C 265/07).  
32  Tannico also owns a separate e -commerce platform in France named Venteàlapropriété.com. However, 
the Transaction does not lead to affected markets in France.  
33  Form CO, paragraph 7.5.  
 
10 volume)  in the Champagne sub -segment and (ii) the downstream market share of 
[20-30]% on the market of online retail of wines and spirits . 
6.3.2.1.  Input foreclosure  
(40) The Commission considers that, post -Transaction,  neither the Notifying Parties, in 
particular Moët Hennessy, nor Tannico will likely have the ability or incentive to 
pursue any plausible input foreclosure strategy in the Champagne sub -segment in 
Italy for the reasons set out below.   
(A) Lack of ability to foreclose comp etitors downstream  
(41) First, a  number of alternative producers to Moët Hennessy and Campari are active in 
the sub -segment for the production and wholesale of Champagne in Italy . Those 
alternatives include s Pernod Ricard ([5-10]% in value , [5-10]% in volume  in 2020 ), 
Vranken Pommery ([5-10]% in value, [0-5]% in volume  in 2020 ), Laurent Perrier 
([0-5]% in value , [0-5]% in volume  in 2020 ), Louis Roederer ( [0-5]% in value, 
[0-5]% in volume  in 2020 ), Billecart Salmon ( [0-5]% in value, [0-5]% in volume  in 
2020 )34 and a number of other smaller players. The market investigation  confirmed 
the existence of a number of  alternative suppliers , with retailers in Italy  mention ing 
Laurent Perrier,  Vranken Pommery,  Domori (Taittinger) , Pernod Ricard , Perrier 
Jouet, or Nicola s Feuillatte .35 
(42) The market investigation also supports the fact that if Moët Hennessy were to cease 
supplying, or increase prices for its Champagne products in Italy, certain retailers 
could source from the existing players  or other players with a more esta blished 
presence in other geographies that could expand their presence in Italy in response to 
a price increase.  While some market participant s mentioned that Moët Hennessy 
owns leading champagne  brands such as Dom Perignon36 a retailer explains that in 
case of a price increase or reduction of supplies the market would support the growth 
of other brands: “ In this case, the whole Italian market would try to support the fast 
growth of other brands […]. ”37 
(43) Overall, given the number of credible alternative suppliers  and the ability for certain 
retaile rs to turn to and potentially support or promote other players , Moët Hennessy 
and Campari would likely have no ability to engage in an input foreclosure strategy 
post-Transaction.  
(B) Lack of incentive to foreclose competitors downstream  
(44) The Commission considers that t he Parties would have a very limited incentive to 
engage into input foreclosure for the following reasons.  
(45) First, i f Moët Hennessy were to attempt to restrict access to its Champagne products, 
it would merely limit its own sales opportunities with no clear prospect to recoup 
                                                 
34  Form CO, reply to request for information 3, Annex 1.9 . 
35  Answers to question 4 from the e -mail responses to the questionnaire Q2 – Retail of wines and spirits 
submitted on 22 -24 November 2021.  
36  Answer to question 7 from the e -mail responses to the ques tionnaire Q2 – Retail of wines and spirits 
submitted on 22 -24 November 2021.  
37  Answer to question 7 from the e -mail responses to the questionnaire Q2 – Retail of wines and spirits 
submitted on 22 -24 November 2021.  
 
11 foregone revenues at the retail level . This is confirmed by the market investigation , 
in which several retailers explain that such strategy would likely not be profitable for 
Moët He nnessy. A retailer in Italy explains that given the market structure the 
strategy is unlikely to be profitable : “Tannico will not be sufficient output for Moet 
and Campari, therefore Moet would not have cost -effectiveness to supply only 
Tannico with champa gne”.38 Another retailer explains that the market would turn to 
alternative brands : “In my opinion, it would not make economic and strategic sense 
in Italy to have only one distribution player for Moet products. In my opinion, the 
market would react by gene rating the goal of creating and supporting new  
brands ”.39  
(46) Second, Moët Hennessy would only benefit from a portion  of the profits resulting 
from such a strategy , as any profits from such a strategy would be shared with 
Campari and the other controlling shareholders  as post Transaction Moët Hennessy 
will hold a minority stake in Tannico ( […]% of the share capital) as described in 
paragraph (6). Conve rsely, the loss due to switching customers would be suffered 
exclusively by Moët Hennessy, which  would therefore render this strategy less likely 
to be profitable for Moët Hennessy.  
(47) Third, Moet  Hennessy  also sells other spirits  and wines  to retailers . Therefore , 
restricting access to Champagne specifically could jeopardize its relationship with 
distributors  and penalize all the other products in Moët Hennessy’s portfolio . 
(48) In conclusion, given the risk of loss of revenue, the limited potential return due to  
ownership structure, and the risk of jeopardizing sales of  other products in Moët 
Hennessy’s portfolio , the Commission considers that  the Parties would likely have 
no incentive to engage in an input foreclosure strategy post -Transaction.  
(C) Conclusion on in put foreclosure  
(49) In light of the above, the Commission considers that the new entity would have 
neither the ability nor the incentive to engage in an input foreclosure strategy against 
its downstream competitors in the retail of wines and spirit s. As the requirements to 
prove the risk of foreclosure are cumulative, there is no need for the Commission to 
examine the impact on competition of a hypothetical input foreclosure strategy .  
6.3.2.2.  Customer foreclosure  
(A) Lack of ability to foreclose competitors upstr eam  
(50) First, i f Tannico were to cease procuring and selling Champagne from producers and 
distributors competing with Moët Hennessy in the upstream market, or reduce its 
purchases, those competing producers and distributors would be largely unaffected 
due to  the existing alternatives to Tannico. Tannico’s market share is of [20-30]%. 
Moreover , there are several other major competitors on the online retail market for 
wines and spirits  in Italy , such as Amazon ( [20-30]% in value in 2020 ), 
Vino.com  ([10-20]%) Ca llmewine ( [5-10]% in value in 2020 ), Barnabei ( [5-10]% in 
                                                 
38  Answer to question 6.b from the e -mail responses to the questionnaire Q2 – Retail of wines and spirits 
submitted on 22 -24 November 2021.  
39  Answer to question 6.b from the e -mail responses to the questionnaire Q2 – Retail of wines and spirits 
submitted on 22 -24 November 2021.  
 
12 value in  2020 ) or Vivino ( [0-5]% in value in 2020 )40 and a number of smaller 
competitors. The presence of alternative s on the online retail of wine s and spirit s has 
been confirmed by the market investigation in which market participants specifically 
listed a number of alternative s such as vino.com, Berna bei or Vivino .41 
(51) Second, the brick and mortar retail channel would still remain the main commercial 
outlet . Indeed, Tannico only represent s sales of EUR […], which would amount to 
less than [0-5]% of the sales of Champagne in Italy . This  makes it unlikely  for 
Tannico to be considered a key customer for Champagne producers/wholesale 
distributors.  In other words , Tannico’s  sales channel  does not appea r indispensable  
for competing Champagne producers/ wholesale distributors.   
(52) Overall, given the number of other competitors on the online retail market  for wines 
and spirits  in Italy , and the traditional retail importance as a commercial outcome for 
Champagne producers/distributors , the Parties would likely not have the  ability to 
engage in a customer  foreclosure strategy post -Transaction.  
(B) Lack of incentive to foreclose competitors upstream  
(53) First, the market investigation supports the fact that end-customers value a broad 
product offering including a variety of products with different characteristics . It 
would thus appear against Moët Hennessy’s interest to restrict Tannico’s 
relationships with competing Champagne producers/distributors.  This is confir med 
by a producer and distributor of wine and spirits which explains : “Please note that, 
from a purely business point of view, it is commonly considered that a single player 
wine and spirits e -commerce platform, with little or no diversity (e.g. a platform  that 
would only sell its two parent companies’ products), is not very attractive to 
customers and would thus not be profitable. An e -commerce platform's best interest 
is to offer a large choice to its customers and potential customers, and therefore to 
offer a broad range of competing products. ”42 
(54) Second, Campari (and other controlling shareholders) would not have a clear benefit 
from a hypothetical customer foreclosure strateg y favouring Moët Hennessy 
vis-à-vis other Champagne producers/distributors . Any s uch strategy would 
therefore most likely be opposed by the other controlling shareholders in Tannico.  
(55) In conclusion, given the necessity for online retailers to have a broad offer of 
competitive products and the diverging interests of the shareholders , the Parties 
would likely not have the  incentive to engage in a customer  foreclosure strategy 
post-Transaction.  
(C) Conclusion on customer foreclosure  
(56) In light of the above, the Commission considers that the new entity would have 
neither the ability nor the incentive to engage in a customer foreclosure strategy 
against its upstream competitors in the production  and wholesale distribution of 
                                                 
40  Form CO, Annex  7.1. 
41  Answers to question 5 from the e -mail responses to the questionnaire Q2 – Retail of wines and spirits 
submitted on 22 -24 November 2021.  
42  Answer to question 8.a from the e -mail responses to the questionnaire Q1 – Q1 wholesale of wines and 
spirits  submitted on 22 -24 November 2021.  
 
13 wines and spirit s. As the requirements to prove the risk of foreclosure are 
cumulative, there is no need for the Commiss ion to examine  the impact on 
competition of a hypothetical customer foreclosure strategy . 
6.3.2.3.  Exchange of competitively sensitive information  
(57) During the market investigation, two Champagne pro ducers/distributors mentioned 
a risk of information sharing on customers’ behaviour and competitor strategy 
between Tannico’s e -commerce platforms and Mo ët Hennessy. A competing  
champagne producer/distributor explains : “Firstly, while Tannico is not, itself, 
involved in wine and spirits production activities, and ther efore does not compete 
with either third -party brand owners or wholesalers using the platform, the 
contemplated transaction can raise concerns due to the fact that it will belong to 
Campari and Moët Hennesy, i.e. two producers whose products compete direct ly 
with third party products […] sold on the platform.” .43 Another  champagne 
producer/distributor explains that the Transaction could trigger a potential “ Almost 
exclusive and direct collection of customer’s data for the benefit of the brands of 
their group s.”.44  
(58) However , the Commission considers that, post -Transaction, several elements will 
likely prevent such behaviour and in any case limit its competitive impact.  
(59) First, as explained at recital (50) there are a number of alternatives on the online 
retail of wine and spirit , even in Italy where Tannico’s position is the strongest. 
Therefore , there would be alternatives for Champagne produc ers/distributors in case 
they would like to avoid any potential risk of information sharing.  
(60) Second, Campari’s acquisition of a 49% stake in Tannico was closed in June 2020. 
However, following the acquisition the Commission has no indication of any  
exchang e of sensitive information between, on the one hand, Campari and, on the 
other hand, Tannico (including its French e -commerce platform 
Ventealapropriete.com )45. It therefore  appears that , in accessing Tannico’s data, 
Campari is treated like any other suppli er of Tannico and does not enjoy any 
privileges/advantages. This past example suggests that the acquisition of joint 
control by an additional spirit and wine producer, namely Moet Hennessey, will not 
change Tannico’s strategic behaviour and commercial appr oach.  
                                                 
43  Answer to question 8 from the e -mail responses to the questionnaire Q1 – Q1 wholesale of wines and 
spirits submitted on 22 -24 November 2021.  
44  Answer to question 8 from the e -mail responses to the questionnaire Q1 – Q1 wholesale of wines and 
spirits submitted on 22 -24 November 2021.  
45  Reply to request for information 3 dated 1 December 2021, paragraph 2.1.  
 
14 (61) Moreover , on March 18, 2021, Tannico’s board of directors adopted (with Campari’s 
agreement) a resolution that introduced measures aiming to preserve Tannico’s fair 
and transparent commercial approach vis -à-vis all of its suppliers in the years to 
come. The Resolution46 introduces the following prohibitions upon Campari and 
Tannico’s directors appointed by Campari:  
 A prohibition to access data available in Tannico’s sale platform i n 
a different manner47 from any other of its suppliers; and  
 A prohibition to access certain data of Tannico from which Campari could, 
directly or indirectly, obtain sensitive information relating to its competitors.  
(62) Third, as explained in paragraph (53) end-customers of online retail platform s value 
a broad product offering including a variety of products with different 
characteristics.  Therefore , a strategy whereby Tannico would seek to favour Moët 
Hennessy and/or Campari to the  detriment of other suppliers would risk damaging 
Tannico’s business to an extent that outweighs the hypothetical economic benefit for 
the Parties of such strategy , if such strategy  results in discouraging third parties from 
using the platform . 
(63) Fourth, as explained in paragraph (6), Tannico will be jointly controlled with certain 
Class A Tannico shareholders, in particular Mr. Marco Magnocavallo and Mr . 
Andrea di Camillo. Any potential strategy pursued by Tannico aiming to favour 
Moët Hennessy and/or Campari would likely be opposed by the above -mentioned 
Class A jointly controlling shareholders.  
(64) In light of the above, the Commission considers that it is  unlikely that post -
Transaction any exchange of commercially sensitive information between 
Campari/Moët Henessy and Tannico would take place or, in any event, that it would 
have any significant impact on competition in the production and wholesale 
distribu tion of wines and spirit within the EEA.  
6.3.3.  Other vertically affected markets  
(65) The other vertically affected markets are due to the position of Moët Hennessy in the 
upstream markets of (i) the Champagne sub -segment in seven  Member States or 
EEA countries (in particular Aus tria, Germany, Greece, Iceland, the Netherlands, 
Portugal and Spain) and (ii) the Cognac sub -segment in Greece.  
(66) However, at the downstream level, while Tannico has a significant presence as an 
online retailer in Italy , it has very limited pre sence in other countries. As detailed in 
table 1, Tannico has a de minimis  presence in all the other affected market s with a 
market share inferior to [0-5]%. The limited presence in other countries has been 
confirmed by the market investigation . As explain ed by a producer of wine and 
spirit: “Regarding other EU countries, Tannico is a very small e -commerce player so 
                                                 
46  M.10436 - Annex RFI 2.4 - March 18, 2021 Resolution of Tannico's board of directors.  
47  As all of Tannico’s su ppliers, Campari can access data on the sales of its products made through 
Tannico’s e -commerce platform via Tannico Intelligence.  
 
15 that the contemplated transaction should not have any measurable impact on the 
online retail market therein. ”48 
(67) Therefore, due to the extremely limited market share of Tannico downstream on 
these markets , the Commission considers that, post -Transaction, the new entity is  
unlikely to have the ability or the incentive to engage in a n input or customer 
foreclosure strategy.  
6.3.4.  Conclusion on the competit ive assessment  
(68) In light of the above considerations and of all evidence available to it, the 
Commission considers that the Transaction does not give rise to serious doubts as to 
its compatibility with the internal market or the functioning of the EEA Agree ment 
due to potential vertical non -coordinated effects under any plausible market 
definition.  
7. CONCLUSION  
(69) 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  
                                                 
48  Answer to question 8.c from the e -mail responses to the questionnaire Q1 – Q1 wholesale of wines and 
spirits submitted on 22-24 November 2021.