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, 26.10.2020  
C(2020 ) 7496 final  
PUBLIC VERSION  
 
To the notifying party  
Subject : Case M.9963 – Iliad S.A. /Play Communications S.A  
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 21 September  2020 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Iliad S.A. (“Iliad”, France; the “Notifying Party”) acquires within the meaning of 
Article 3(1)(b) sole control of Play Communications  S.A. (“Play 
Communications”, Luxembourg ) (the “Transaction”) . Iliad and Play 
Communications are designated hereinafter as  the “Parties”.  
1. THE  PARTIE S  
(2) Iliad is active in the provision of fixed and mobile telecommunications services, 
fixed internet and TV services in France3 and mobile telecommunications services 
                                                 
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  Via the brand “Free”.  
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information omitted has been replaced by 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 
 in Italy4. Iliad is ultimately controlled by Mr. Xavier Niel. Oth er companies 
controlled by Mr. Xavier Niel (together with Iliad; the “ Xavier Niel Group ” 
(“XNG”) ) are active in particular in the following sectors: telecoms, media, IT 
services , start -up businesses and real estate. In the sector of telecommunications, 
XNG  is mainly active in Ireland5, Malta6 and Cyprus7, in addition to the activities 
of Iliad.  
(3) Play Communications (headquartered in Luxembourg) is a public limited 
company listed on the Warsaw Stock Exchange and the holding company of P4  Sp. 
z o. o., a Polish  company that provides mainly retail mobile, fixed telephony and 
fixed internet access services in Poland (the “P4 Group”).  
2. THE  OPE RATION  
(4) The Transaction consists of a public tender offer  by Iliad on 100%  of the shares in 
Play Communications, announced on 21 September 2020.8 
(5) Therefore, the Transaction consists of the acquisition of sole control by Iliad over 
Play Communications within the meaning of Article 3(1)(b) of the Merger 
Regulation.  
3. EU DIME NSION  
(6) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million9 (Iliad: [confidential] , Play Communications: EUR 1 660 
million). Each of them has an EU -wide turnover in excess of EUR 250 million 
(Iliad: [confidential] ; Play Communications: EUR 1 660 million), but they do not 
achieve more than two -thirds of their aggregate EU -wide turnover within one and 
the same Member State.  
(7) The notified operation therefore has an EU dimension within the meaning of 
Article 1(2) of the EUMR.  
                                                 
4  Via the brand “Iliad Italia”.  
5  Via the brand “Eir”. Eir prov ides mobile and fixed telecommunications services as well as fixed internet 
and TV services. Eir also provides connectivity services to Irish companies with subsidiaries or branches 
in the UK.  
6  Via the brand “Vodafone Malta”. Vodafone Malta provides mobi le and fixed telecommunications 
services.  
7  Via the brand “Epic”. Epic provides mobile and fixed telecommunications services as well as fixed 
internet and TV services.  
8  On 10 August 2020, Iliad entered into a share purchase agreement (“SPA”) with the tw o reference 
shareholders of Play Communications (Kenbourne Invest II S.à r.l and Tollerton Investments Limited , or 
“the Sellers”). Based on this agreement, the Sellers committed to irrevocably subscribe for the sale of their 
block of shares in the tender o ffer. The sellers together represent approximately 40.2% of the share capital 
and voting rights of Play Communications.  
9  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). 
 
3 
 4. RE LE VANT MARKE TS  
(8) The Transaction does not res ult in any horizontal overlaps because XNG  is not 
active in Poland, whereas the P4 Group is exclusively active in Poland. Therefore, 
considering the national dimension of the retail telecommunication markets, there 
are no horizontal overlaps . 
(9) The Transacti on gives rise to vertical relationships  in the EEA countries in which 
the Parties are pres ent (i.e., Cyprus, France, Ireland, Italy and Malta  for XNG , and 
Poland  for the P4 Group ) in connection with:  
(a) at the upstream level:  
– The wholesale market s for interna tional roaming services in (i) 
Cyprus,  France, Ireland, Italy, and Malta (XNG ), and (ii) Poland  (the 
P4 Group) ; 
– The wholesale market for mobile call termination services on (i) the 
P4 Group’s mobile network in Poland and on (ii) the XNG ’s mobile 
networks in Cyprus, France, Ireland, Italy and Malta;  and 
– The wholesale market for fixed call termination services on the 
XNG’s  networks in Cyprus, France, Ireland, and Malta.  
(b) at the downstream level:  
– The retail market for mobile telecommunication services in (i) 
Cyprus, France, Ireland, Italy, and Malta (XNG ) and (ii) Poland  (the 
P4 Group) ; and  
– The retail markets for fixed telephony services in (i) Cyprus, France, 
Ireland, and Malta (XNG ) and (ii) Poland  (the P4 Group) . 
4.1. Retail mobile communications services  
(10) Mobile communications services to end customers or "retail mobile communication 
services" include services for national and international voice calls, SMS (including 
MMS and other messages), mobile internet with data services, access to content via 
the mob ile network and retail international roaming services.  
4.1.1.  Product market definition  
(11) In its previous practice, the Commission has not further segmented the overall 
retail mobile market based on the type of service (voice calls, SMS, MMS, mobile 
Internet data s ervices), or the type of network technology. The Commission has 
considered possible segments of the overall retail market for mobile 
telecommunication services between pre -paid or post -paid services and private 
customers or business customers, concluding t hat these did not constitute separate 
 
4 
 product markets  but represent rather market segments within an overall retail 
market  and leaving the questions of these possible further segmentations  open.10 
(12) The Notifying Party  does not object to the existence of an o verall retail mobile 
market .11 
(13) Nothing in the Commission's file indicated that the market for retail supply of 
mobile telecommunications services should be further segmented according to the 
type of services, the type of customers or the network technology used.  
(14) In light of the foregoing, the Commission considers that, for the purpose of this 
decision, the relevant product market definition is the overall retail market for 
mobile telecommunications services.  
4.1.2.  Geographic market definition  
(15) In previous decisions , the Commission has consistently concluded that the market 
for the provision of retail mobile communication services is national in scope.12 
(16) The Notifying Party does not object to this market definition.13 
(17) The Commission observes that nothing in the present  case indicates that it would 
be justified to depart from its previous practice – in particular considering that 
licences to mobile operators are granted on a national basis. Consequently , for the 
purpose of the present decision  and in line with its previous decisional practice, the 
Commission considers the market for retail mobile services to be national in scope . 
4.2. Retail supply of fixed telephony services  
(18) Fixed telephony services comprise the provision of connection services at a fixed 
location or access to the public telephone network, for the purpose of making 
and/or receiving calls and related services.  
4.2.1.  Product market definition  
(19) In previous decisions, the Commission considered whether a distinction between 
local/national and i nternational calls as well as between residential and non -
residential customers should be drawn, based on the distinctions in the Commission 
Recommendation 2003/311/EC,14 but ultimately left the exact product market 
definition open.15 
                                                 
10  Commission decision s of 15  July 2019 in case M.9370, Telenor/DNA , para. 41 ; of 27  July 2018 in case 
M.8883, PPF/Telenor Target Companies ; of 27  November 2018 in case M.8792, T-Mobile NL/Tele2 NL ; 
of 4 April 2007 in Case M.4591, Weather Investments/Hellas Telecommunications , para. 10.  
11  Form CO, para. 65.  
12  Commission decision of 15  July 2019 in case M.9370, Telenor/DNA ; Commission decision of 27  July 
2018 in case M.8883, PPF/Telenor Target Companies ; Commission decision of 27  November 2018 in 
case M.8792, T-Mobile NL/Tele2 NL . 
13  Form CO, para. 66.  
14  Commission Recommendation of 11 February 2003 on relevant product and service markets within the 
electronic communications sector susceptible to ex ante regulation in accordance wi th Directive 
 
 
5 
 (20) More recently, the Comm ission also considered that managed Voice over Internet 
Protocol (“VoIP”) services16 and traditional telephony are interchangeable and 
therefore belong to the same market. In recent decisions, the Commission 
considered that an overall retail market for fixe d telephony services exists, which 
includes VoIP services.17 In Liberty Global/Ziggo18 the Commission left the exact 
market definition open (and in particular whether there is a separate market for 
residential and non -residential customers, as well as whethe r VoIP and traditional 
fixed telephony belong to the same market) while in Liberty Global/BASE19 and in 
Vodafone/Liberty Global/Dutch JV20 the Commission considered that an overall 
retail market for fixed telephony services exists.  
(21) The Notifying Party does n ot object to the existence of an overall retail market for 
fixed telephony services.21  
(22) With regard to a possible segmentation of the market for the retail provision of 
fixed telephony services, nothing in the Commission’s file provided reason to 
depart fro m its approach in previous cases.  
(23) In light of the foregoing, the Commission concludes that it is appropriate to not 
depart from its previous practice, and considers that, for the purpose of this 
decision, the relevant product market is the overall retail market for fixed telephony  
services  without any further segmentations.  
4.2.2.  Geographic market definition  
(24) In previous decisions, the Commission has consistently considered that the market 
for the supply of fixed telephony services is national in scope, as this reflects the 
continuing importance o f the role of national regulation in the telecommunications 
sector, the supply of upstream wholesale services on a national basis, as well as the 
fact that the pricing policies of telecommunications providers are predominantly 
national .22  
                                                                                                                                                      
2002/21/EC of the European Parliament and of the Council on a common regulatory framework for 
electronic communication networks and services (Text with EEA relevance) (notified under document 
number C(2003) 497), OJ L 114, 8.5.2003, p. 45 –49. 
15  Commission decisions of 18 July 2019 in case M.8864, Vodafone/Certain Liberty Global Assets , recital 
40; of 15 July 2019 in case M.9370, Telenor/DNA , para. 52; of 29 January 2010 in case M.5730, 
Telefónica/Hansenet Telekommunikation , paras. 16 -17; of 29  June 2009 in case M.5532, Carphone 
Warehouse/Tiscali UK , paras. 35 and 39; of 7 September 2005 in case M.3914, Tele2/Versatel , para. 10.  
16  VoIP is a technology that allows users to make voice calls using a broadband internet connection instead 
of a regul ar (or analogue) phone line.  
17 Commission decision of 20 September 2013 in case M.6990, Vodafone/Kabel Deutschland , paras.  130-
131. 
18  Commission decision o f 30 May 2018 in case M.7000,  Liberty Global/Ziggo , para. 147. 
19  Commission decision of 4 February 2016 in case M.7637 , Liberty Global/BASE Belgium , para.  69. 
20  Commission decision of 3 August 2016 in case M.7978 , Vodafone/Liberty Global/Dutch JV , para. 26. 
21  Form CO, para. 68.  
22  Commission decision of 27  November 2018 in case M.8792, T-Mobile NL/Tel e2 NL , para. 271; of 15  July 
2019 in case M.9370, Telenor/DNA ; of 27 July 2018 in case M.8883, PPF/Telenor Target Companies ; of 
3 August 2016 in case M.7978, Vodafone/Liberty Global/Dutch JV , para. 40; of 4  February 2016 in case 
M.7637, Liberty Global/BASE  Belgium , para. 64.  
 
6 
 (25) The Notifying Party does not object to this geographic market definition.23 
(26) The Commission observes that nothing in the present case indicates that it would 
be justified to depart from its previous practice  –in particular taking into account 
the importance of national re gulation in the telecommunications sector and the fact 
that the upstream wholesale services are provided on a national basis. 
Consequently, for the purpose of the present decision and in line with its previous 
decisional practice,  the Commission considers that the market for the supply of 
fixed telephony services is national in scope.  
4.3. Wholesale market for international roaming  
(27) International roaming services allow mobile telecommunication subscribers to 
make and receive calls and use other services such as t ext messages and data 
services, when abroad. To offer such services to their end -users, Mobile Network 
Operators (MNOs) conclude wholesale agreements with one another providing 
access and capacity on mobile networks in the foreign country. MNOs select thei r 
partner operators based on network coverage, price, network quality and 
reciprocity. Demand for wholesale international roaming services comes (i) from 
foreign mobile operators who wish to provide their own customers with mobile 
services outside their ow n network and downstream (ii) from subscribers wishing 
to use their mobile telephones outside their own countries.  
(28) In the EEA, w holes ale in ternational roaming s ervices are regulated.24 Mobile 
network op erators must meet all reasonable requests for wholes ale roaming 
access under a reference offer and wholesale charges for the making of regulated 
roaming services (voice  calls to non -Value -Added Services , SMS  and data 
roaming) are capped.  
4.3.1.  Product market definition  
(29) In previous decisions, the Commission considered a separate product market for 
wholesale international roaming services comprising both terminating calls and 
originating calls.25 
(30) The Notifying Party does not object to  this market definition.26 
(31) The Com mission concludes,  in line with previous decisions, that the market for 
international roaming compris ing both  terminating calls and originating calls 
                                                 
23  Form CO, para. 69.  
24  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"). 
25  Commission decision of 27  November 2018 in case M.8792, T -Mobile NL/Tele2 NL, para. 250; 
Commission decision of 15  July 2019 in case M.9370, Telenor/DNA ; Commission decision of 27  July 
2018 in case M.8883, PPF/Telenor Target Companies ; Commission decision of 1 March 2010 in case 
M.5650, T-Mobile/Orange ; Commission decision of 12  December 2012 in case M.6497, Hutchison 3G 
Austria/Orange Austria . 
26  Form CO, para. 71.  
 
7 
 constitutes a separate product market.27 For originating calls while  roaming, the 
foreign or visited mobile network  is used to make phone  calls when abroad and a 
wholesale 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 termination charge to  the visited network. Demand  for wholesale 
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. 
4.3.2.  Geographic market definition  
(32) In previous decisions, the Commission found that the wholesale market for 
international roaming is national in scope, given that wholesale international 
agreements can be concluded only with companies that have an operating licence 
in the relevant country  and the licences to provide mobile services are restricted to 
a national territory.28 
(33) The Notifying Party does not object to  this geographic market definition .29 
(34) The Commission observes that nothing in the present case indicates that it would 
be justified to depart from its previous practice , in particular due to the existence of 
regulatory barriers to offering mobile services.30 Consequently, for the purpose of 
the present decision and in line with its previous decisional practice,  the 
Commission considers that the markets for international roaming are national.  
4.4. Wholesale market for mobile and fixed call termination services  
(35) Call termination is the service provided by a network operator on the supply 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 supply side operator's 
network. This service is required by every originati ng operator, as it is necessary 
for its customers to be able to communicate with the customers of other networks. 
Call termination is therefore a wholesale service that is resold or used as an input 
for the provision of downstream retail telephony and mobi le services. In previous 
                                                 
27  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. 
28  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. 
29  Form CO, para. 72.  
30  Commission decision of 27 November 2018 in case M.8792, T-Mobile NL/Tele2 NL , para. 251; 
Commission decision of 15  July 2019 in case M.9370, Telenor/DNA ; Commission decision of 27  July 
2018 in case M.8883, PPF/Telenor Target Companies ; Commission decision of 3 August 2016 in case 
M.7978 , Vodafone/Liberty Global/Dutch JV , paras 202 .  
 
8 
 decisions, the Commission has identified relevant markets for the provision of 
wholesale call termination on mobile and fixed networks.31 
4.4.1.  Wholesale market for mobile call termination services  
4.4.1.1.  Product market definition  
(36) In previous de cisions, the Commission has found that there is no substitute for call 
termination on each individual network , as the operator transmitting the call can 
reach the intended recipient only through the operator of the network to which the 
recipient is connect ed.32 Therefore, each individual network, either fixed or mobile, 
constitutes a separate market.33 
(37) The Notifying Party  does not object to  this market definition .34 
(38) The Commission observes that nothing in the present case indicates that it would 
be justified to depart from its previous practice  –in particular considering that a 
network operator transmitting a call can reach the intended recipient only through 
the oper ator of the network to which the recipient is connected. Consequently, f or 
the purpose of the present decision,  and in line with its previous decisional practice,  
the Commission considers that, as regards wholesale call termination services, 
termination on  each individual mobile network constitutes a separate product 
market.  
4.4.1.2.  Geographic market definition  
(39) In previous decision s, the Commission considered that the market for wholesale 
mobile call termination services is national in scope, as each wholesale mark et for 
call termination corresponds to the dimensions of the operator’s network and is 
limited to the national territory of the operator's network.35 This is primarily due to 
regulatory barriers as the geographic scope of a network licence is, in principle,  
limited to areas that do not extend beyond the borders of a Member State.  
                                                 
31  Accordingly, the 2003 Commission’s Recommendation on the relevant product and servi ce markets 
within the electronic communications sector susceptible to ex ante regulation in accordance with the 
Framework Directive  (Directive 2002/21/EC of the European Parliament and of the Council on a common 
regulatory framework for electronic communic ations networks and services ) has distinguished call 
termination on individual networks, mobile or fixed as separate markets. A distinction between 
termination on these networks is further justified by the characteristics of the terminals themselves such a s 
the different functionalities and the mobility guaranteed by the mobile service.  
32  Commission decision s: of 27 November 2018 in case M.8792, T-Mobile NL/Tele2 NL , para.  259; of 15 
July 2019 in case M.9370, Telenor/DNA , para. 70 ; of 27 July 2018 in case M.8883, PPF/Telenor Target 
Companies , para. 26 ; of 12 December 2012 in case M.6497, Hutchison 3G Austria/Orange Austria , para.  
68. 
33  Commission decision of 27 November 2018 in case M.8792, T-Mobile NL/Tele2 NL , para. 259; 
Commiss ion decision of 15 July 2019 in case M.9370, Telenor/DNA ; Commission decision of 27 July 
2018 in case M.8883, PPF/Telenor Target Companies ; Commission decision of 12 December 2012 in 
case M.6497, Hutchison 3G Austria/Orange Austria , para. 68. 
34  Form CO, p ara. 74.  
35  Commission decision s: of 27  November 2018 in case M.8792, T-Mobile NL/Tele2 NL , para.  263; of 15  
July 2019 in case M.9370, Telenor/DNA , para. 73 ; of 27  July 2018 in case M.8883, PPF/Telenor Target 
Companies , para. 28; of 3 August 2016 in case M .7978, Vodafone/Liberty Global/Dutch JV , para  196. 
 
9 
 (40) The Notifying Party does not object to  this geographic market definition .36  
(41) The Commission observes that nothing in the present case indicates that it would 
be justified to depart f rom its previous practice  – in particular, considering that the 
geographic scope of each wholesale market for mobile call termination corresponds 
to the geographic dimension of each mobile operator’s network which, due to 
regulatory barriers, is limited to  the national territory within which it operates.  
Consequently, f or the purpose of the present decision,  and in line with its previous 
decisional practice  the Commission considers that the market for wholesale mobile 
call termination services is national in scope.  
4.4.2.  Wholesale market for fixed call termination services  
4.4.2.1.  Product market definition  
(42) As in the case of wholesale mobile call termination services, in p revious decisions 
the Commission has established that there are no potential substitutes for call 
termination on each fixed network since the operator transmitting the call can reach 
the intended recipient only through the operator of the network to which the 
recipient is connected.37 
(43) The Notifying Party, in accordance with the Commission’s decisional practice, 
does not object to  this product market definition .38 
(44) The Commission observes that nothing in the present case indicates that it would 
be justified to depart from its previous practice  –in particular considering that a 
fixed network operator transmitting a call can reach the intended recipient only 
through the operator of the network to which the recipient is connected. 
Consequently, f or the purpose of t he present decision, and in line with its previous 
decisional practice the Commission considers that, as regards wholesale call 
termination services, termination on each individual fixed network constitutes a 
separate product market.  
4.4.2.2.  Geographic market defi nition  
(45) In previous decisions, the Commission has found that the market for wholesale 
fixed call termination services is national in scope, considering that the geographic 
scope of each wholesale market for call termination should correspond to the 
dimensio ns of the operator’s network, which is limited to national borders due to 
regulatory barriers.39 
                                                 
36  Form CO, para. 75.  
37  Commission decision s: of 27 November 2018 in case M.8792, T-Mobile NL/Tele2 NL , para.  259, of 15 
July 2019 in case M.9370, Telenor/DNA , para. 78, of 27 July 2018 in case M.8883, PPF/Telenor Target 
Companies,  para. 32 ; of 12 December 2012 in case M.6497, Hutchison 3G Austria/Orange Austria , para.  
68. 
38  Form CO, para. 77.  
39  Commission decision s: of 27  November 2018 in case M.8792, T-Mobile NL/Tele2 NL , para.  263; of 15  
July 2019 i n case M.9370, Telenor/DNA , para. 81 ; of 27  July 2018 in case M.8883, PPF/Telenor Target 
Companies , para. 35; of 3 August 2016 in case M.7978, Vodafone/Liberty Global/Dutch JV , para. 210.  
 
10 
 (46) The Notifying Party agrees , in line with previous Commission decisions,  that the 
market for wholesale fixed call termination services is national.40 
(47) The Commissi on observes that nothing in the present case indicates that it would 
be justified to depart from its previous practice  – in particular, considering  that the 
geographic scope of each wholesale market for fixed call termination corresponds 
to the dimension o f each operator’s network which, due to regulatory barriers, is 
limited to the national territory within it operates. Consequently, f or the purpose of 
the present decision, and in line with its previous decisional practice the 
Commission considers that the  market for wholesale fixed call termination services 
is national in scope.  
5. COMPE TITIVE ASSE SSME N T 
5.1. Analytical framework  
(48) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing 
whether they would significantly impede effective competition in the internal 
market or in a substantial part of it , in particular through the creation or 
strengthening of a dominant position.  
(49) In this respect, a merger may entail horiz ontal and/or non -horizontal (i.e. vertical or 
conglomerate) effects. Horizontal effects are those deriving from a concentration 
where the undertakings concerned are actual or potential competitors of each other 
in one or more of the relevant markets concer ned. Vertical effects are those 
deriving from a concentration where the undertakings concerned are active on 
different or multiple levels of the supply chain. Conglomerate effects are those 
deriving from a concentration where the undertakings concerned are  in a 
relationship which is neither horizontal nor vertical.  
(50) With respect  to concentrations entailing vertical effects , the Commission 
Guidelines on the assessment of non -horizontal mergers under the Merger 
Regulation (the "Non -Horizontal Merger Guidelines")41 distinguish between two 
main ways in which vertical mergers may significantly impede effective 
competition, namely input foreclosure and customer foreclosure.  
(51) For a transaction to raise input foreclosure competition concerns, the merged entit y 
must have a significant degree of market power upstream.42 In assessing the 
likelihood of an anticompetitive input foreclosure strategy, the Commission has to 
examine whether (i) the merged entity would have the ability to substantially 
foreclose access t o inputs; (ii) whether it would have the incentive to do so; and 
                                                 
40  Form CO, para. 78.  
41  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Non -Horizontal Merger Guidelines"), OJ C 265, 18.10.2008.  
42  Non-Horizontal Merger Guidelines, para. 35.  
 
11 
 (iii) whether a foreclosure strategy would have a significant detrimental e ffect on 
competition downstream .43 
(52) For a transaction to raise customer foreclosure competition concerns, the merged 
entity must be an important customer with a significant degree of market power in 
the downstream market.  In assessing the likelihood of an anticompetitive customer 
foreclosure strategy, the Commission has to examine whether (i) the merged entity 
would have  the ability to foreclose access to downstream markets by reducing its 
purchases from upstream rivals; (ii) whether it would have the incentive to do so 
and (iii) whether a foreclosure strategy would have a significant detrimental effect 
on consumers in th e downstream market.44 
5.2. Identification of a ffected markets  
(53) In the present case  and in line with  the information submitted by the Notifying 
Party , the Transaction does not give rise to any  horizontally affected market s.45 
(54) As set out in paragraphs (27) and (35), international roaming and call termination 
services are wholesale services provided by network operators that allow users of 
different networks to communicate with each other. Therefore, t he foreign  market s 
for international roaming services and wholesal e termination of calls on mobile  / 
fixed networks are vertically related to the national retail markets for fixed and 
mobile telephony services.  
(55) In this regard, the Transaction gives rise to the following  vertical relationships : 
(a) The upstream market s for th e wholesale provision of international roaming 
services in  the countries where XNG  is active  (Cyprus, France, Ireland,  Italy 
and Malta ) and where P4  Group  is active (Poland) , in connection with the 
downstream market s for the retail provision of mobile comm unication 
services in the countries where P4 Group is active (Poland)  and where XNG  
is active (Cyprus, France, Ireland, Italy and Malta) respectively;  
(b) The upstream market s for the wholesale provision of mobile call termination 
services on XNG’s  networks in  Cyprus, France, Ireland, Italy and Malta and 
on P4 Group ’s network in Poland; in connection with  
– the downstream market s for the retail provision of mobile 
communication services in the countries where P4 Group and XNG  
are active , respectively,  (see above (a)); and  
– the downstream market s for the retail provision of fixed telephony 
services in the countries where P4 Group (Poland) and XNG  (Cyprus, 
France, Ireland and Malta)  are active, respectively ; 
                                                 
43  Non-Horizontal Merger Guidelines, para s. 32 to 57.  
44  Non-Horizontal Merger Guidelines, paras. 58 to 77.  
45  As set out in para. (8), XNG is not present on the retail mobile telecommunications, fixed telephony, 
wholesale international roaming and mobile call termination markets in Poland, whereas the P4 Group is 
exclusively  active in Poland.  

 
13 
 5.2.1.  Wholesale market s for international roaming services – Retail market for mobile 
telecommunications services  
(56) XNG  is active on the market for wholesale international roaming services on its own 
mobile networks in Cyprus, France, Ireland and Malta. The P4 Group is active on 
this market on their own network in Poland. The wholesale market for international 
roaming serv ices is upstream of the markets for the retail supply of mobile 
telecommunication services, where the Parties have the market shares indicated in 
Table 1 above.  
5.2.1.1.  The Notifying Party's view  
(57) The Notifying Party submits that the Transaction will not result in any 
anticompetitive input or customer foreclosure concerns for the reasons set out 
below.  
(58) In relation to any input foreclosure concern:  
(a) First, following  the T ransaction, the me rged entity's competi tors in the r etail 
markets for mob ile telecommunication services will continue to have at least 
two alternative operators in each of the Cypriot, French, Irish, Italian, 
Maltese  and Polish  markets from which to purchase in ternational roaming 
services, such as Orange, SFR, Bouygues Telecom, TIM, Vodafone, and 
Wind Tre .47 
(b) Second, the Notifying Party submits that the merged entity will be bound by 
the EU Roaming Regulation, which imposes a pric e cap on wholesale prices 
MNOs can charge. The Notifying Party further submits that they have 
entered into Discount Agreements for international roaming with a large 
number of MNOs in the EEA, including Member States where each of the 
Parties operate its m obile network and offers wholesale international roaming 
services.48 
(c) Third, the Notifying Party considers that neither of the Parties has significant 
market power to influence competition in the respective countries. In 
addition, the Notifying Party notes that the markets shares in terms of 
provision of domestic mobile serv ices or wholesale international roaming in 
Poland  are very limited. Hence, they are not in a position to influence the 
conditions of competition in vertically related markets where each of the 
Parties offers its roaming services.49 
(d) Finally, the Notifying Pa rty concludes that the ro aming charges in each 
interested Mem ber State represent a very small p ercentage of the costs 
incurred by mob ile operators. Th erefore, any changes in the roaming costs 
will have no significant impact on the relevant competi tors’ price structure. 
(59) In relation to any customer foreclosure concern : 
                                                 
47  Form CO, para. 89.  
48  Form CO, para. 89.  
49  Form CO, para.  89. 
 
14 
 (a) The Notifying Party submits that, post -Transaction, the Parties’ market 
shares will remain limited and below 30% on most markets. The Parties’ 
market shares will only exceed 30% on the retail market for mobile 
telecommunications services in Malta and Cyprus.  
(b) However, according to the Notifying Party, these market shares correspond to 
XNG’s  position in terms of provision of domestic mobile services and they 
do not accurately reflect the very lim ited XNG’s  share of demand for 
wholesale international roaming in Poland. Moreover, the Notifying Party 
asserts that roaming in Poland does not account for a significant portion of 
XNG ’s outbound roaming.  
(c) Therefore, the Parties will not be able to foreclos e their competitors on the 
upstream market for international roaming services in Poland by internalizing 
the need of their Maltese and Cypriot subscribers when roaming in Poland.50 
5.2.1.2.  The Commission's assessment  
(60) In the first place, the  Commission considers that the Transaction does not raise any 
input foreclosure concerns in the downstream markets for (i) the retail supply of 
mobile communication services  in Cyprus, France, Ireland, Italy and Malta  (where 
XNG  is active) , and (ii) the re tail supply of mobile communication services in 
Poland  (where the P4 Group is active) ; in connection with the upstream markets for 
wholesale international roaming services  in (i) Poland  (where the P4 Group is 
active) , and (ii) Cyprus, France, Ireland, Ital y and Malta  (where XNG  is active) , for 
the following reasons . 
(61) First, t he Commission notes that the market for wholesale 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.51 Under the Roaming Regulation, MNOs (i) must meet all 
reasonable requests for wholesale roaming access , and (ii) are bound by price cap s 
on the wholesale prices that MNOs can charge to their roam ing customers. Key 
obligations under the regulation include an obligation to meet all reasonable 
requests, an obligation to publish a reference offer, caps on wholesale and retail 
charges (for calls, SMS messages and data services), and transparency and 
information requirements.  
(62) The price caps, introduced  by the Roaming Regulation, have been based on a cost 
model, commissioned by the Commission, of an efficiently operating mobile 
network in each Member State, plus Norway.52 On the one hand, a t wholesale 
                                                 
50  Form CO, para.  89. 
51  According to Article 12 of the Roaming Regulation, the average wholesale charge that the visited network 
operator may levy on the roaming provider for the provision of regulated data roaming services by means 
of that visited network shall not exceed a safeguard limit of EUR 3,50 per gigabyte of  data transmitted  
since 1 January 2020 . That maximum wholesale charge shall decrease to […] to EUR 3,00 per gigabyte 
on 1 January 2021 and to EUR 2,50 per gigabyte on 1 January 2022. It shall, without prejudice to Article 
19, remain at EUR 2,50 per gigabyte of data transmitted until 30 June 2022 .  
52  Study SMART 2017/0091 , 'Assessment of the cos t of providing mobile telecom services in the EU/EEA' 
by AXON, July 2019 . 
 
15 
 level, the price caps have been conceived to ensure that market players can benefit 
from wholesale rates that allow for the provision of roaming services to their 
customers without levying any charge on top of the domestic price.  In addition, 
they are  programmed to further decline every year.53 At the same time, t he 
wholesale roaming price caps also ensure that wholesale costs are fully recovered 
by the operator providing the wholesale roaming service. Consequently, wholesale 
caps laid down in t he Regulation have in practice acted as low ceilings on prices, 
triggering competitive market dynamics between operators offering wholesale 
roaming access below those ceilings. Accordingly, in view of the way the cap is 
established, any potential foreclosure is unlikely to have a significant detrimental 
effect on the concerned downstream markets.54 
(63) Second , following the p roposed T ransaction, the merged entity’s competitors will 
continue to have at least two alternative operators from which to purchase 
international roaming services in each of Cyprus, France, Ireland, Italy, Malta and 
Poland.  
(64) Third, in any event, the wholesale international roaming charges in each Member 
State conce rned represent a very small percentage of the costs incurred by mobile 
operators. Therefore, any changes in the roaming costs would have on ly limited 
impact on the relevant competitors’ price structure.  For instance, the Table below 
shows what the costs in curred for the purchase of international wholesale roaming 
services in Poland account for in the total costs for the provision of mobile services 
for XNG . It stems from the below Table that the costs incurred for the purchase by 
XNG of international wholes ale roaming services in Poland account for less than  
[confidential]  of the total costs incurred for the provision of national retail mobile 
telecommunication services concerned .55 
  
                                                 
53  See Article 12 of the Roaming Regulation.  
54  See for instance, Report from the Commission to the European Parliament and the Council on the review 
of the roaming market, SWD (2019 ) 416 final, at 
https://ec.europa.eu/transparency/regdoc/rep/1/2019/EN/COM -2019 -616-F1-EN-MAIN -PART -1.PDF .  
55  Form CO, para. 89.  
 
16 
 Table 2: % of costs incurred for purchase of intern ational wholesale roaming 
services in Poland in total costs for provision of retail mobile 
telecommunication services for XNG  
Country  Operator  Costs incurred 
for the 
purchase of 
international 
wholesale 
roaming 
services in 
Poland in 2019 
(million EUR)  
(A) Total costs incurre d 
for the provision of 
retail 
telecommunication 
services in 2019 
(million EUR)  
(B) (A)/(B)  
France  XNG   [confidential]  [confidential]  [confidential]  
Italy  XNG   [confidential]  [confidential]  [confidential]  
Ireland  XNG   [confidential]  -  [confidential]  
Malta  XNG  [confidential]  -  [confidential]  
Cyprus  XNG   [confidential]  -  [confidential]  
 
(65) Therefore, the Commission concludes that the merged entity is unlikely to have the 
ability or the incentive to engage in an input foreclosure strategy , and even if they 
did, there would be no significant detrimental  effect on competition on the markets  
concerned . 
(66) In the second place,  the Commission considers that the Transaction does not lead to 
any customer foreclosure concerns in the wholesale market for the provision of 
international roaming services in Cyprus, France, Ireland, Italy , Malta and in 
Poland  for the following reasons . 
(67) First, t he Parties’ market shares in the downstream retail mobile markets involved 
remain limited  and below 30% on most markets. The Parties’ market shares will 
only exceed 30% on the retail market for mobile telecommunications services in 
Malta and Cyprus . 
(68) Second, in this respect, the costs incurred for the purchase of international wholesale 
roaming services in Poland in 2019 by the XNG’s was just [confidential]  from Malta 
and [confidential]  from Cyprus .56 The total value of the Polish market for 
international roaming services is estimated at more than 30 EUR million.57 
Therefore, Maltese and Cypriot XNG’s  subscribers’ roaming activity in Poland is 
                                                 
56  Form CO, para.  89. 
57  Form CO, para.  85. 
 
17 
 limited and any possible internalization cannot have any significant impact on the 
competitive situation of the roaming market in Poland . 
(69) Therefore, the Commission concludes that the merged entity is unlikely to have the 
ability o r the incentive to engage in a customer foreclosure strategy , and even if 
they did,  there would be no significant detrimental effect on competition on the 
markets  concerned . 
(70) In the third place , the above conclusions  (recitals (60) and (66)) are confirmed by 
the result of the market investigation. T he majority of respondents  considered that 
competition would likely increase or stay the same on the wholesale mark et for 
international roaming services and the retail market for mobile telecommunications 
services.58 The majority of  respondent s to the market investigation did not raise  any 
issues related to vertical competition concerns arising from the Transaction on t he 
market for wholesale international roaming services on the one hand, and the 
market for retail supply of mobile telecommunications services on the other hand.59 
(71) In light of the analysis above, the Commission concludes that the proposed 
Transaction would not r aise serious doubts as to its compatibility with the internal 
market relative to (1) any hypothetical input foreclosure strategy of the Notifying 
Parties in relation to the downstream markets for the retail supply of mobile 
telecommunication services , and (2) any hypothetical customer foreclosure strategy 
of the Notifying Parties in relation to the  upstream markets for wholesale 
international roaming services.  
5.2.2.  Market s for wholesale call termination services on mobile and fixed networks  
(72) With regard to t he wholesale markets for mobile and fixed call termination 
services, to the extent that each operator’s network constitute s a separate market, 
each of the Parties holds a 100% market share in the market for call termination 
services on their own mobile and  fixed networks ("one net – one market" 
principle) . Therefore, P4 Group  has a 100% market share on mobile  call 
termination on its own network in Poland , XNG  holds a 100% market share in 
mobile and fixed call termination on its network s in Cyprus, France, I reland and 
Malta and a 100% market share on its mobile network in Italy. 
(73) The market is upstream to the markets for the retail supply of mobile 
communication services  and the retail supply of fixed telephony services, where 
the Parties’ market shares are as  follows:  
                                                 
58  Questionn aire Q1 – reply to questions 6.1 and 6.3.  
59  Questionn aire Q1 – reply to questions 6.1 and 6.3.  In relation to the retail mobile market, some 
respondents submitted that Iliad is a particularly aggressive competitor, e.g. , that uses an aggressive 
strategy to eliminate competition  in the mobile market due to drastic reductions in retail prices and loss of 
revenues . The Commission considers that “aggressive” competition could be beneficial to consumers and 
that in any case P4 Group has a market share in Poland inferior to 30% and this position will not be 
reinforced by the present Transaction. In relation to the who lesale market for international roaming 
services, some respondents submitted that the Transaction could make it increasingly difficult for small 
and medium -sized independent operators to enter into roaming agreements with foreign operators within 
the EU . The Commission has addressed these concerns in recitals (60) to (69). 

 
19 
 competitors for access to mobile call termination services in Cyprus, France, 
Ireland, Italy and Poland.64 
(77) Second, the Notifying Party asserts, in essence, that any attempt by the Parties to 
foreclose their competitors in Cyprus, France , Ireland, Italy and Poland, by means of 
wholesale mobile call termination services is unlikely to be effective, since neither  
XNG or  the P4 Group can influence the cost structure of their competitors in a 
significant manner.65 By way of example, the costs of termination services in Poland 
paid by XNG  account for less than [confidential]  of the total costs incurred for the 
provision of retail mobile telecommunications services in France and Italy.66 
Furthermore, according to the Notifying Party, traffic flows  originating from or 
terminating in Poland are limited. Any attempt, therefore, by the Parties to increase 
their termination charges would  only  have little or no impact on the cost structure of 
their competitors. Therefore, the Parties cannot influence th e cost structure of their 
competitors in Cyprus, France, Ireland, Italy and Poland.67 
(b) The Commission's assessment  
(78) In the first place, t he Commission considers that the Transaction does not raise any 
input foreclosure concerns in the market for the retail su pply of mobile 
communication services in (i) Cyprus, France, Ireland, Italy and  Malta ; and (ii) 
Poland ; by means of discrimination against the Parties’ competitors for access to 
call termination services in these countries or by degrading terms and conditions 
for access to these services, for the following reasons.  
(79) First, the Commission notes the existence of a regulatory framework for the 
electronic communications networks and services comprising of five Directives. 
This legislative package aims at establishing a harmonised regulatory framework 
for networks and services across the EU. Pursuant to Article 15  of the Framework 
Directive,68 the Commission is required to adopt a recommendation on relevant 
product and services markets with the aim to identify those product and services 
markets within the electronic communications sector whose characteristics justif y 
the imposition of regulatory obligations. The market for wholesale call termination 
services on mobile networks has been identified as one of these markets and as 
such has been listed in the Annex to the Recommendation on the relevant product 
and service  markets within the electronic communication sector of 9 October 
2014,69, which the Commission has adopted pursuant to the Framework Directive. 
By this inclusion, this market is subject to ex ante  regulation.70 Pursuant to this ex 
                                                 
64  Form CO, para.  95. 
65  Form CO, para.  95. 
66  Form CO, para.  95. 
67  Form CO, para.  95. 
68  Directive 2002/21/EC of the European Parliament and of the Council on a common regulatory framework  
for electronic communication networks and services . OL L 108, 24 04 2002, p. 0033 -0050.  
69  Commission Recommendation of 9 October 2014, on relevant product and service markets within the 
electronic communications sector susceptible to ex ante regulation in accordance with Directive 
2002/21/EC of the Euro pean Parliament and of the Council on a common regulatory framework for 
electronic communications networks and services. OJ L 295, 11.10.2014, p. 79 –84 (revising the 
Recommendation 2007/879/EC of 17 December 2007 . 
70  Ibid..  
 
20 
 ante regulation, which is l aid out in the specific Directives, the National Regulatory 
Authorities (“NRAs”) have designated operators with significant market power, 
including operators of wholesale call termination services on mobile networks, and 
imposed on them a number of regulat ory obligations.71 
(80) Those regulatory obligations include access to and use of specific network 
facilities.72 In this regard, operators are required, inter alia , to give third parties 
access to specified network elements, to negotiate in good faith with undert akings 
requesting access and not withdraw access to facilities already granted. Additional 
obligations include transparency (in relation to the publication of draft 
interconnection agreements on the network operator’s website),73 non-
discrimination, to ensu re that operators apply equivalent conditions in equivalent 
circumstances to undertakings providing equivalent services,74 including a ban on 
favouring their own services, and price control.75  
                                                 
71  For mobile call termination services, see Décision n°2017 -1453 de l’Autorité de régulation des 
communications électroniques et des postes en date du 12 décembre 2017 portant sur la détermination des 
marchés pertinents relatifs à la terminaison d’appel vocal  sur les réseaux fixes en F rance et à la 
terminaison d’appel vocal sur les réseaux mobiles en France, la désignation d'opérateurs exerçant une 
influence significative sur ces marchés et les obligations imposées à ce titre pour la période 2017 -2020 
(France ), AGCOM, delibera n°599/18/ CONS, Identificazione e analisi dei mercati dei servizi della 
terminazione delle chiamate vocali su singola rete mobile (mercato n°2/2014) ( Italy), Commission for 
Communications Regulation, Decision D11/19 of 23 May 2019, Price Control Obligations for Fixe d and 
Mobile Call Termination Rates ( Ireland ), Malta Communications Authority, decision MCA/D/18 -3409, 
19 December 2018, Wholesale voice call termination on individual mobile networks in Malta - Definition, 
assessment of SMP & regulation of relevant market s (Malta ). ΓΕΡΗΕT, Α.Δ.Π. 598/2015, ΕΕ. 4684, 25 
Σεπτεμβρίου 2015, Απόφαση αναφορικά με την εξέταση της Αγοράς (Απόληξης) Τερματισμός 
φωνητικών κλήσεων σε μεμονωμένα δίκτυα κινητής τηλεφωνίας σε επίπεδο χονδρικής, και την επιβολή 
Ρυθμιστικών Υποχρεώσεων στ ον οργανισμό με ΣΙΑ (ΜΤΝ), Α.Δ.Π. 598/2015, ΓΕΡΗΕT, Α.Δ.Π. 
597/2015, Ε.Ε. 4684, 25 Σεπτεμβρίου 2015, Παράρτημα Τρίτο Μέρος Απόφαση αναφορικά με την 
εξέταση της Αγοράς (Απόληξης) Τερματισμός φωνητικών κλήσεων σε μεμονωμένα δίκτυα κινητής 
τηλεφωνίας σε επίπε δο χονδρικής, και την επιβολή Ρυθμιστικών Υποχρεώσεων στον οργανισμό με ΣΙΑ 
(ATHK), Α.Δ.Π. 597/2015, ΓΕΡΗΕT, Α.Δ.Π. 596/2015, Ε.Ε. 4684, 25 Σεπτεμβρίου 2015, Παράρτημα 
Τρίτο Μέρος ΙΙ Απόφαση αναφορικά με την εξέταση της Αγοράς (Απόληξης) Τερματισμός φωνητι κών 
κλήσεων σε μεμονωμένα δίκτυα κινητής τηλεφωνίας σε επίπεδο χονδρικής, και την επιβολή Ρυθμιστικών 
Υποχρεώσεων στον οργανισμό με ΣΙΑ (CABLENET), Α.Δ.Π. 596/2015 and ΓΕΡΗΕT, Α.Δ.Π 595/2015, 
ΕΕ 4684, 25 Σεπτεμβρίου 2015, ΠΑΡΑΡΤΗΜΑ ΤΡΙΤΟ ΜΕΡΟΣ ΙΙ Απόφαση α ναφορικά με την εξέταση 
της Αγοράς (Απόληξης) Τερματισμός φωνητικών κλήσεων σε μεμονωμένα δίκτυα κινητής τηλεφωνίας σε 
επίπεδο χονδρικής, και την επιβολή Ρυθμιστικών Υποχρεώσεων στον οργανισμό με ΣΙΑ (PRIMETEL), 
Α.Δ.Π. 595/2015  (Cyprus ). UKE, 14 grudnia 20 12, No. DART –SMP -6040-4/12(34) (Aero2 sp. z o.o.), 
Decision No. DART -SMP -6040-10/11(49) (P4 sp. z o.o.), Decision No. DART -SMP -6040-8/11(65) 
(Polkomtel sp. z o.o.), Decision No. DART –SMP –6040-7/11(82) (T -Mobile Polska S.A.), Decision No. 
DART -SMP -6040 -9/11(58) (Orange Polska S.A.) ( Poland ). 
72  Article 12 of  the Access Directive   
73  Article 9 of the Access Directive  
74  Article 10 of the Access Directive  
75  Commission decisions CY/2019/2219 and CY/2019/2220: Wholesale call termination on individual 
public telephone networks provided at a fixed location and wholesale voice call termination on individual 
mobile networks in Cyprus ; Commission d ecision FR/2018/2077: Wholesale voice c all termination on 
individual mobile networks in France ; Commission decision IE/2019/2151: Wholesale voice call 
termination on individual mobile networks in Ireland ; Commission d ecision IT/2018/2119: Wholesale 
voice call termination on individual mobile ne tworks in Italy; Commission decision MT/2018/2120: 
Voice call termination on individual mobile networks in Malta ; and Commission decision PL/2009/0904 - 
Voice call termination on individual mobile networks in Poland . 
 
21 
 (81) Second , as established by Article 75 of the European Electronic Communications 
Code,76 by 31 December 2020 the Commission shall adopt a delegated act setting 
the Eurorates (a single Union -wide mobile and a single Union -wide fixed 
termination rate). More precisely, the European Electronic Communications Code, 
with the ai m to “ reduce the regulatory burden in addressing the competition 
problems relating to wholesale voice call termination consistently across the 
Union ”, empowers the Commission to establish by means of a delegated act a 
single maximum voice termination rate for mobile services, that apply Union -wide. 
That means that termination rates, currently established by the Cypriot, French, 
Irish, Italian, Maltese and Polish  regulators, will be determined by the European 
Commission through a delegated act, to be adopted  pursuant to the said Directive. 
The Commission observes that while the said act is not yet in force, the fact that its 
introduction is imminent implies that even if the merged entity could discriminate – 
which does not appear likely in light of the reasons  set out in this section – any 
such effects would not be long -term.  
(82) Third , the Commission observes that the provision of wholesale mobile call 
termination services originating from Poland and terminating in Cyprus, France, 
Ireland, Italy or Malta, and vice  versa, i.e., to the P4 Group or XNG  and their 
competitors are limited.77 In this regard, the Commission considers that any 
increase by the merged entity of its termination charges upstream would have  only 
a limited impact on the cost structure of the merged entities’ competitors in the 
relevant countries . Therefore, a possible input foreclosure strategy is unlikely to be 
profitable for the merged entity.  
(83) Fourth, in view of the small traffic volume of mobile  calls originating from Poland  
and terminating in Cyprus, France, Ireland, Italy or Malta, and vice versa , the 
Transaction is not expected to have a detrimental effect on competition in the 
downstream market for the retail supply of mobile telephony services in Cypr us, 
France, Ireland, Italy, Malta and Poland . 
(84) Therefore, the Commission concludes that the merged entity is unlikely to have the 
ability or the incentive to engage in an input foreclosure strategy , and even if they 
did, there would be no significant detrim ental effect on competition on the markets  
concerned . 
(85) In the second place, t he Commission considers that the Transaction does not lead to 
any customer foreclosure concerns, in (i) XNG ’s network in Cyprus, France, 
Ireland, Italy, and Malta , and (ii) P4 Group’s network in  Poland  for the following 
reasons.  
                                                 
76  Directive (EU) 2018/1972 of the Euro pean Parliament and of the Council of 11 December 2018 
establishing the European  Electronic Communications Code.  
77  In line with the Notifying Party’s submission, the traffic flow originating from Poland (all operators, in 
minutes), in 2019, and terminati ng in France, Ireland, Italy and Malta represented respectively: 
[confidential] , [confidential] , [confidential]  and [confidential]  of total international traffic which 
terminates in XNG’s network. The traffic flow originating from Cyprus, France, Ireland, Italy and Malta 
(all operators, in minutes), in 2019, and terminating in  Poland represented respectively: [confidential] , 
[confidential] , [confidential] , [confidential]  and [confidential]  of total international traffic, which 
terminates in P4 Group’s netwo rk (Information generated from para. 95 to the Form CO).  
 
22 
 (86) First,  the Commission observes that XNG ’s and P4 Group’s presence in the 
downstream market for the retail supply of mobile telecommunication services is 
limited  (estimated be low 30% in Poland for P4 Grou p; and below 30% in France, 
Ireland and Italy for XNG ). XNG ’s shares appears to hold a more important market 
share  in Malta with 39.3%  and in Cyprus with [40-50]%.78 
(87) Second, t he Commission considers that in view of the regulatory obligations 
applicable to the upstream market for wholesale mobile call termination services, 
set out in recitals  (79) - (81), foreclosure of XNG ’s and P4 Group’s  rivals in the 
upstream market, cannot be effective. Such obligations include an obligation on 
operators to meet a reasonable request for access to and use of the ir network 
facilities, in, inter alia , situations “ where denial of access or unreasonable terms 
and conditions having a similar effect would hinder the emergence of a sustainable 
competitive market at the retail level ”.79 In that respect, the Commission rec alls 
that such regulatory obligations aim at addressing market failures identified at retail 
level.80 Additional obligations such as non -discrimination or price control are likely 
to reduce the merged entity’s incentive to reduce purchases from P4 Group ’s rivals 
in the upstream Polish market  and from XNG ’s rivals in the upstream Cypriot, 
French, Irish, Italian and Maltese market , since the merged entity  will not have the 
possibility to benefit from higher prices in the upstream market.  
(88) Third, o n the basis of  the data provided by the Notifying Party, in this market there 
are alternative operators active, with higher or similar market shares in the overall 
market of retail mobile telecommunication  services (in 2019  in volume , in France , 
Orange: [30-40]%, SFR: [20-30]%, Bouygues Tel.:  [10-20]%; in Italy , TIM: [20-
30]%, Vodafone: [20-30]%, Wind Tre: [20-30]%; in Ireland81, Vodafone: 38.3%, 
Three Ireland: 35.3%; in Malta , GO: 37%; in Cyprus , Cytamobile -Vodafone: [40-
50]%, in Poland , Orange: [20-30]%, Polkomtel (Plu s): [20-30]%).82 In view of 
this, the Transaction is not expected to have detrimental effects on the upstream 
market for the provision of wholesale mobile call termination services in Cyprus, 
France, Ireland, Italy, Malta and Poland . 
(89) Therefore, the Commissi on concludes that the merged entity is unlikely to have the 
ability o r the incentive to engage in a customer foreclosure strategy , and even if 
they did, there would be no significant detrimental effect on competition on the 
markets  concerned . 
(90) In the third place , and confirming the Commission’s conclusions in recitals (78) 
and (85), the Commission notes that the majority of respondents to the market 
investigation did not raise any concerns related to vertical issues arising from the 
Transaction in the market for wholesal e mobile call termination services on the one 
hand, and the retail supply of mobile telecommunications  services on the other 
                                                 
78  Form CO, para. 86 . 
79  Article 12 of the Access Directive  
80  See Commission’s Recommendation of 9 October 2014, recital (7), providing that “ For both the 
Commission and national regulatory authorities the starting point for the identification of wholesale 
markets susceptible to ex ante  regulation is the analysis of corresponding retail market s”. 
81  Data as of Q4 in 2019.  
82  Form CO , para. 86 . 
 
23 
 hand.83 In that respect, a Cypriot  telecommunications operator  noted that , “we do 
not expect any changes due to the transaction ”.84 According to one UK 
telecommunications operator , active in the relevant countries, “ no impact is 
anticipated ”.85 
(91) On the basis of the foregoing, the Commission concludes that the proposed 
Transaction does not give rise to serious doubts as to its compatibilit y with the 
internal market relative to (1) any hypothetical input foreclosure strategy of the 
Notifying Parties in relation to the downstream market for retail supply of mobile 
telecommunications services , and (2) any hypothetical customer foreclosure 
strategy of the Notifying Parties in relation to  the upstream markets for wholesale 
mobile call termination services.  
5.2.2.2.  Wholesale market s for mobile call termination services – Retail market for fixed 
telephony services  
(92) P4 Group is active on the market for wholesale mobile call termination services on 
its own network in Poland. XNG  is also active on the market for wholesale mobile 
call termination services on its own networks in Cyprus, France, Ireland, Italy and 
Malta. T he wholesale market s where the Parties hold 100% market share on their 
own networks are upstream of the markets for the retail supply of fixed telephony 
services . The Parties’ market shares in those downstream markets are presented in 
the Table 4 above.  
(a) The Notifying Party's view  
(93) The Notifying Party submits that the Transaction will not result in any 
anticompetitive foreclosure concerns for the reasons set  out below.  
(94) In addition to the arguments put forth in recitals (76) and (77) above86, the Notifying 
Party asserts that any attempt by the Parties to foreclose their competitors is unlikely 
to be effective, since they cannot influence the cost structure of their competitors. By 
way of example, the cost of termination services  in Poland pa id by XNG  account for 
less than [confidential]  in the total costs incurred for the provision of retail fixed 
telecommunication services in France.87 International fixed to mobile voice calls 
originating or terminating in Poland, according to the Notifying P arty, represent 
extremely limited traffic flows. The Notifying Party considers that the Parties 
represent [0-5]% of the overall demand on each of the upstream markets for mobile 
                                                 
83  Questionn aire Q1 – reply to questions 6.1 and 6. 4. In relation to the wholesale market for mobile 
termination call services, some respondents submitted that the vertical relationship could provide the 
merged entity with a competitive advantage vis -à-vis local operators. Moreover, it was submitted that Iliad 
could send all the traffic from Poland to one of the countries where XNG is active to the relevant 
subsidiary of the Group, thus decreasing the transited traffic other operators receive from internatio nal 
sources . The Commission has considered these foreclosure concerns in recitals (78) and (89) above. In 
relation to the retail market for mobile telecommunication services, please see footnote 59 above.  
84  Questionnaire Q1 – reply to questions 6.1.1.  
85  Questionnaire Q1 – reply to questions 6.1.1.  
86  Form CO, para.  96. 
87  Form CO, para.  96. 
 
24 
 call termination services in Cyprus, France, Ireland, Italy and Poland. Theref ore, the 
Notifying Party considers that any risk of foreclosure can be ruled out.88 
(b) The Commission's assessment  
(95) In the first place, t he Commission considers that the Transaction does not raise any 
input foreclosure concerns on the market for (i) retail fixe d telephony services in 
Cyprus, France, I reland, and Malta ; and (ii) retail fixed telephony services in 
Poland ; by means of discrimination against P4 Group’s and XNG ’s competitors for 
access to call termination services in the countries where XNG  (Cyprus, France, 
Ireland, and Malta ) and P4 Group (Poland) operate or by degrading terms and 
conditions for access to these services, for the following reasons . 
(96) First,  in line with what has been discussed in recitals (79) - (81), the merged entity 
will not have the ability to discriminate against (i) XNG ’s competitors in Cyprus, 
France, Ireland and Malta, for access to mobile call termination services in Poland, 
and (ii) P4 Group’s competitors in Poland, for access to mobile call termination 
services in Cyprus, France, Ireland, Italy and Malta. Accordingly,  the Commission 
also considers that the merged entity will not have the ability to otherwise degrade 
terms and conditions for the provision of wholesale fixed call termination services.  
(97) Second , the Commission observes that the provision of wholesale mobile  call 
termination services (i) originating from Poland  and terminating in Cyprus, France, 
Ireland, Italy and Malta; and (ii) originating from Cyprus, France, Ireland and 
Malta and terminating in Poland, i .e., to XNG , P4 Group  and their competitors are 
limited.89 In this regard, the Commission considers that any increase by the merged 
entity of its termination charges upstream would have  only a limited impact on the 
cost structure of the merged entities ’ competitors in (i) Cyprus, France, Ireland and 
Malta, and in (ii) Poland . Therefore,  a possible input foreclosure strategy is 
unlikely to be profitable for the merged entity . 
(98) Third, in view of the small traffic volume  of fixed calls (i) originating from Cyprus, 
France, Ireland and Malta  and terminating in Poland, and (ii) originating from 
Poland , and terminating in Cyprus, France, Ireland, Italy and Malta;  the 
Transaction is not expected to have a detrimental effect on competition in the 
downstream market for the retail supply of fixed telephony services in (i) Cyprus, 
France, Ireland and Malta, and (ii) Poland . 
(99) Therefore, the Commission concludes that the merged entity is unlikely to have the 
ability or the incentive to engage in an input foreclosure strategy , and even if they 
                                                 
88  Form CO, para.  96. 
89  In line with the No tifying Party’s submission, the traffic flow originating from Poland (all operators, in 
minutes), in 2019, and terminating in France, Ireland, Italy and Malta, each represented less than 
[confidential] , of total international traffic which terminates in XN G’s network. The traffic flow 
originating from Cyprus, France, Ireland and Malta (all operators, in minute), in 2019, and terminating in 
Poland, represented [confidential] , [confidential] , [confidential]  and [confidential]  respectively of total 
internation al traffic which terminates in P4 Group’s network (Information generated from Form CO, para. 
100). Note that the figures for calls originating from Cyprus, Ireland and Malta (XNG’s network) 
overestimate the ratio since they do not only include fixed -to-mobile telecommunications between these 
countries and Poland, but any telecommunications between each of these countries and Poland.  
 
25 
 did, there would be no significant detrimental effect on competition on the markets  
concerned . 
(100)  In the second place, t he Commission considers that the Transaction does not lead to 
any customer foreclosure concerns , in XNG ’s network in Cyprus, France, Ireland 
and Malta; and in P4 Group’s network in Poland . 
(101)  First, i n that respect , the Commission observes that P4 Group’s  presence  in the 
downstream market for the retail supply of fixed telephony services  in Poland  is 
limited ( estimated [0-5]% in volume ). The Commission observes the same for 
XNG ’s presence in the downstream market for the retail supply of fixed 
telecommunications services in Cyprus (estimated 7.7% in volume) and Malta 
(estimated [0-5]% in volume). The Commission notes that XNG ’s presence in  
Ireland and France appears to be more significant (estimated 38.8% and [20-30]% 
respectively in volume).  
(102)  Second, t he Commission considers that in view of the regulatory obligations 
applicable to the upstream market for wholesale mobile call termination se rvices, 
set out in recitals (79) - (81), foreclosure of XNG ’s and P4 Group’s  rivals in the 
upstream market, cannot be effective.  Such obligations  include  an obligation  on 
operators to  meet a reasonable request for access to and use of their network 
facilities, in, inter alia , situations “ where denial of access or unreasonable terms 
and conditions having a similar effect would hinder the emergence of a sustainable 
competitive market at the retail level ”.90 In that respect, the Commission recalls 
that such regulatory obligations aim at addressing m arket failures identified at retail 
level.91 Additional obligations such as non -discrimination  or price control  are likely 
to reduce  the merged entity’s incentive to reduce purchases from XNG ’s and P4 
Group’s rivals in the upstream market , since XNG  and P4 Group  will not have the 
possibility to benefit from higher prices in the upstream market . 
(103)  Third, o n the basis of the data provided by the Notifying Party, in this market there 
are alternative operators active, with higher and similar market shares  in the o verall 
market of retail fixed telephony services  (in 2019, in Cyprus , Cytamobile -
Vodafone with 63.4%, PrimeTel with 14.5% and Cablenet with 14.4%; in France , 
Orange with [30-40]%, SFR with [20-30]%; in Ireland , Virgin Media with 23.9%; 
in Malta , GO with [50-60]%, Melita with [40-50]%; and in Poland , Orange with 
[40-50]%, UPC with [10-20]%, Netia with [5-10]%, Multimedia with [0-5]%).92 In 
view of this , the Transaction is not expected to have detrimental effects on the  
upstream market for  the provision of  wholesale  mobile call termination services in 
Cyprus, France, Ireland, Italy, Malta and Poland . 
(104)  Therefore, the Commission concludes that the merged entity is unlikely to have the 
ability o r the incentive to engage in a customer foreclosure strategy , and eve n if 
                                                 
90  Article 12 of the Access Directive  
91  See Commission’s Recommendation of 9 October 2014, recital (7), providing that “For both the 
Commission and national regulatory authorities the starting point for the identification of wholesale 
markets susceptible to ex ante  regulation is the analysis of corresponding retail markets”.  
92  Form CO, para. 97 . 
 
26 
 they did, there would be no significant detrimental effect on competition on the 
markets  concerned . 
(105)  In the third place , confirming the Commission’s conclusions in recitals (95) and 
(100) , the Commission notes that the vast majority of the respondents to the market 
investigation did not raise any concerns related to vertical issues arising from the 
Transaction in the market for wholesale mobile call termination services on the one 
hand, and the retail supply of fixed telephony services on the other hand.93 In that 
respect, accordin g to two  French  telecommunications operator s, “the retail  market 
for fixed telephony services  in France will not be affected by the Transaction ”.94 
(106)  On the basis of the foregoing, the Commission concludes that the proposed 
Transaction does not give rise to s erious doubts as to its compatibility with the 
internal market relative to (1) any hypothetical input foreclosure strategy of the 
Notifying Parties in relation to the downstream market for retail supply of fixed 
telephony services , and (2) any hypothetical  customer foreclosure strategy of the 
Notifying Parties in relation to  the upstream markets for wholesale mobile call 
termination services.  
5.2.2.3.  Wholesale market s for fixed call termination services – Retail market for fixed 
telephony services.  
(107)  XNG  is active on the market for wholesale fixed call termination services on its 
own network in Cyprus, France, Ireland and Malta . P4 Group  is not active on the 
market for wholesale fixed call termination services. The wholesale market s where 
XNG  hold 100% ma rket share on their own networks are upstream of the markets 
for the retail supply of fixed telephony services . P4 Group’s  market sh ares on these 
downstream markets are presented in Table 4 above.  
(a) The Notifying Party’s view  
(108)  The Notifying Party submits that the Transaction will not result in any 
anticompetitive foreclosure concerns for the reasons set out below.  
(109)  First,  the Notifying Party submits that the market for  the provision of wholesale 
fixed call termination services are subject to  ex ante  regulation by the respective 
national regulatory authorities . Such regulation s ensure that access to call 
termination is granted on reasonable conditions and rates remain reasonable and 
non-discriminatory . In addition,  as set out in paragraph (76) following the adoption 
of the respective delegated act, by 31 December 2020, mobile and fixed 
termination rates will no longer be established by the Cypriote, French, Irish and 
                                                 
93  Questionn aire Q1 – reply to questions 6.2 and 6.4 . In relation to the fixed telephony market, some 
respondents noted that the Transaction allows the merged entity a comp etitive advantage, based on its 
presence in other European markets, which could weaken the ability of local operators to compete, e.g. in 
Poland. In this regard, the Commission addresses the question whether this Transaction would impede 
effective competit ion (irrespective of whether this competition stems from local operators or not) in the 
Polish fixed telephony market in recitals (95) to (104)  above. In relation to the wholesale market for 
mobile call termination services, please see footnote 83 above.  
94  Questionn aire Q1 – reply to questions 6.2 .1. 
 
27 
 Maltese national regulators, but by the Commission through a delegated act.95 
Therefore, in the Notifying Party’s view, in line with previous Commission 
decisions,96 the merged entity would not have the ability to discriminate against P4 
Group’  competitors in Poland  for access to fixed call termination services in t hese 
countries.97 
(110)  Second, the Notifying Party asserts that in essence, any attempt by the merged 
entity to foreclose P4 Group’s competitors in Poland is unlikely to be effective, 
since neither Party can influence the cost structure of P4 Group’s downstream 
competitors in a significant manner. International fixed -to-fixed voice calls 
originating in Poland represent extremely limited traffic flows, according to the 
Notifying Party. The Notifying Party considers that the Parties represent [0-5]% of 
the overall demand on each of the upstream markets for fixed call termination 
services in Cyprus, France, Ireland and Malta. Therefore, the Notifying Party 
considers that any risk of customer foreclosure can be ruled out.98 
(b) The Commission’s assessment  
(111)  In the first plac e, the Commission  considers that the Transaction does not raise any 
input foreclosure concerns with respect to the market for  the retail supply of fixed 
telephony services in Poland , by means of discrimination against XNG ’s 
competitors for access to fixed call termination services in Cyprus, France, Ireland 
and Malta , or by degrading terms and conditions for access to these services, for 
the following reasons.  
(112)  First, i n line with what ha s been discussed in recitals (79) - (81), the Commission 
notes that, pursuant to Article 15 of the Framework Di rective, the upstream market 
for the provision of wholesale call termination services on fixed networks is 
included in the Annex to Commission’s Recommendation, on the relevant product 
and service markets within the electronic communication sector suscepti ble to ex 
ante regulation.99 In this regard, the National Regulatory Authorities, in each of 
Cyprus, France, Ireland and Malta  have imposed a number of regulatory 
obligations on operators holding a significant market power.100 Such regulatory 
obligations include obligation of access to and use of specific network facilities.101 
                                                 
95  Form CO, para.  106. 
96  Commission decision s: of 27 July 2018 in case M.8883, PPF Group/Telenor Target Companies , paras. 56 
and 59; of 20 April 2015 in case M.7499, Altice/PT Portugal , paras. 183 -188. 
97  Form CO, para. 106.  
98  Form CO, para. 106.  
99  Commission Recommendation of 9 October 2014, on relevant product and service markets within the 
electronic communications sector susceptible to ex ante regulation in accordance with Directive  
2002/21/EC of the European Parliament and of the Council on a common regulatory framework for 
electronic communications networks and services. OJ L 295, 11.10.2014, p. 79 –84. 
100  Décision n°2017 -1453 de l’Autorité de régulation des communications électroni ques et des  postes en date 
du 12 décembre 2017 portant sur la détermination des marchés pertinents relatifs à la terminaison d’appel 
vocal  sur les réseaux fixes en France et à la terminaison d’appel vocal sur les réseaux mobiles en France, 
la désignation d 'opérateurs  exerçant une influence significative sur ces marchés et les obligations 
imposées à ce titre pour la période 2017 -2020 ( France ) ; Commission for Communications Regulation, 
Decision D11/19 of 23 May 2019, Price Control Obligations for Fixed and M obile  Call Termination Rates 
(Ireland ), Malta Communications Authority, 18 December 2018, decision MCA/D/18 -3411, The  
 
 
28 
 (113)  In this regard, network operators should meet reasonable requests for access to and 
use of their network elements and associated facilities. Additional obligations 
include, transparen cy (in relation to publication of draft interconnection agreements 
on the network operator’s website),102 non-discrimination, aiming at ensuring that 
operators apply equivalent conditions in equivalent circumstances to undertakings 
providing equivalent servi ces, including a ban on favouring their own services103 
and price control.104 
(114)  Second , as established by Article 75 of the European Electronic Communications 
Code, by 31 December 2020 the Commission shall adopt a delegated act setting the 
Eurorates (a single Un ion-wide mobile and a single Union -wide fixed termination 
rate).  More precisely, the European Electronic Communications Code, with the aim 
to “reduce the regulatory burden in addressing the competition problems relating 
to wholesale voice cal l termination consistently across the Union ”, empowers the 
Commission to establish by means of a delegated act a single maximum voice  
termination rate for fixed services that apply Union -wide. That means that 
termination rates, currently established by the Cypriot, Fren ch, Irish and Maltese  
                                                                                                                                                      
provision of call termination on individual public telephone networks at a fixed location in Malta - 
Definition, assessment of SMP  & regul ation of relevant markets ( Malta ). For Cyprus , the relevant 
decisions are: ΓΕΡΗΕ T, Απόφαση  αναφορικά  με την εξέταση  της Αγοράς  χονδρικής  παροχής  σε σταθερή  
θέση  τερματισμού  κλήσεων  στο μεμονωμένο  δημόσιο  τηλεφωνικό  δίκτυο  της Primetel PLC και την 
επιβολή  ρυθμιστικών  υποχρεώσεων  σε αυτήν , ως Οργανισμό  με Σημαντική  ισχύ στη σχετική  (Αγορά  1 
της Σύστασης  της 9ης Οκτωβρίου  2014), ΓΕΡΗΕ T, Απόφαση  αναφορικά  με την εξέταση  της Αγοράς  
χονδρικής  παροχής  σε σταθερή  θέση  τερματισμού  κλήσεων  στο μεμονωμένο  δημόσιο  τηλεφωνικό  δίκτυο  
της MTN (Cyprus) Ltd και την επιβολή  ρυθμιστικών  υποχρεώσεων  σε αυτήν  ως Οργανισμό  με 
Σημαντική  Ισχύ στην  σχετική  Αγορά  (Αγορά  1 της Σύστασης  της 9ης Οκτωβρίου  2014), ΓΕΡΗΕ T, 
Απόφαση  αναφορικά  με την εξέταση  της Αγοράς  χονδρικής  παροχής  σε σταθερή  θέση  τερματισμού  
κλήσεων  στο μεμονωμένο  δημόσιο  τηλεφωνικό  δίκτυο  της ΑΤΗΚ  και την επιβολή  ρυθμιστικών  
υποχρεώσεων  σε αυτή  ως Οργανισμό  με Σημαντική  Ισχύ στην  σχετική  Αγορά  (Αγορά  1 της Σύστασης  
της 9 ης Οκτωβρίου  2014), ΓΕΡΗΕ T, Απόφαση  αναφορικά  με την εξέταση  της Αγοράς  χονδρικής  
παροχής  σε σταθερή  θέση  τερματισμού  κλήσεων  στο μεμονωμένο  δημόσιο  τηλεφωνικό  δίκτυο  της 
Callsat International Telecommunications Ltd και την επιβολή  ρυθμιστικών  υποχρεώσεων  σε αυτήν  ως 
Οργανισμό  με Σημαντική  ισχύ στην  σχετική  Αγορά  (Αγορά  1 της Σύστασης  της 9ης Οκτωβρίου  2014), 
ΓΕΡΗΕ T, Απόφαση  αναφορικά  με την εξέταση  της Αγοράς  χονδρικής  παροχής  σε σταθερή  θέση  
τερματισμού  κλήσεων  στο μεμονωμένο  δημόσιο  τηλεφωνικό  δίκτυο  της Cablenet Communications 
Systems Ltd και την επιβολή  ρυθμιστικών  υποχρεώσεων  σε αυτήν  ως Οργανισμό με Σημαντική ισχύ στη 
σχετική Αγορά (Αγορά 1 της Σύστασης της 9ης Οκτωβρίου 2014), ΓΕΡΗΕT, Απόφαση  αναφορικά με την 
εξέταση της Αγοράς χονδρικής παροχής σε σταθερή θέση τερματισμού κλήσεων στο μεμονωμέν ο 
δημόσιο  τηλεφωνικό δίκτυο της MYTELCO Ltd και την επιβολή ρυθμιστικών υποχρεώσεων στην 
MYTELCO Ltd, ως Οργανισμό με  Σημαντική ισχύ στην σχετική Αγορά (Αγορά 1 της Σύστασης της 9ης 
Οκτωβρίου 2014).  
101  Article 12 of Directive 2002/19/EC of the European Parliament and of the Council of 7 March 2002 on 
access to, and interconnection of, electronic communications networks and associated facilities (Access 
Directive) , O.J. L. 108, 24.04.2002, p.007  
102  Article 9 of the Access Directive  
103  Article 10 of the Ac cess Directive  
104  Article 13 of the Access Directive. With respect to Cyprus , see Commission decision CY/2019/2219 and 
CY/2019/2220 , Wholesale call termination on individual public telephone networks provided at a fixed 
location and wholesale voice call te rmination on individual mobile networks in Cyprus ; with respect to 
France , see Commission decision FR/2011/123 6, call termination on individual public telephone 
networks provided at a fixed location in France ; with respect to Ireland , see Commission decisi on 
IE/2020/2263 , wholesale call termination on individual public telephone networks provided at a fixed 
location in Ireland ; with respect to Malta , see Commission decision MT/2018/2128 , Wholesale call 
termination on individual public telephone networks pro vided at fixed location in Malta . 
 
29 
 regulators, will be set by the European Commission through a delegated act , to be 
adopted pursuant to the said Directive . The Commission observes that while the 
said act is not yet in force, the fact that its introduction is imminent implies that 
even if the merged entity could discriminate  –which does not appear likely in light 
of the reasons set out in this section – any such effects would not be long -term.  
(115)  Therefore, XNG  will not have the ability to discriminate against P4 Group’s 
competitors in Poland for access to fixed call termination services in Cyprus, 
France, Ireland and Malta.  
(116)  Third, the Commission ob serves that the provision of  wholesale fixed call 
termination se rvices in Cyprus, France, Ireland and Malta  to Poland  (fixed 
networks)  is limited.105  In this regard, the Commission considers that any increase 
by the merged entity of its termination charges would have  only a limited impact 
on the cost structure of the me rged entities’ competitors in these countries. 
Therefore,  a possible  input foreclosure strategy is unlikely to be profitable for the 
merged entity. In addition, in view of the small traffic volume, the Transaction is 
not expected to have a detrimental effe ct on the downstream retail market  for fixed 
telephony services in Poland . 
(117)  Therefore, the Commission concludes that the merged entity is unlikely to have the 
ability or the incentive to engage in an input foreclosure strategy , and even if they 
did, there w ould be no significant detrimental effect on competition on the markets  
concerned . 
(118)  In the second place, t he Commission  considers that the Transaction does not lead to 
any customer foreclosure concerns in the market for the provision of wholesale 
fixed call termination services  in the countries where XNG  operates (Cyprus, 
France, Ireland and Malta)  for the following reasons . 
(119)  First, the Commission observes that P4 Group’s  presence on the downstream 
market f or retail fixed telephony services in Poland  is limited ( [0-5]%). 
(120)  Second, t he Commission, on the basis of the provided information, observes that in 
Poland  there are alternative operators active, with Orange  holding a market share of 
[40-50]% and UPC holdi ng a market share of [10-20]%.106 
(121)  Third, t he Commission considers, that to the extent that each network operator 
holds a 100% market share in its individual network in the upstream market for 
wholesale fixed call termination services, and, as set out in reci tal (115) , and in line 
with what has been discussed in recitals (79) - (81), regulatory obligations exist, 
foreclosure of rivals in the up stream market is  not effective.  To the extent that fixed 
voice call termination rates regulation is envisaged to be established by the 
European Commission, following adoption of the relevant delegated act, the 
                                                 
105  In line with the Notifying Party’s submission, the incoming traffic flow to France, Ireland and Malta 
(XNG) originating from Poland (all operators; fixed networks, minutes) (P4 Group), represented 
respectively: [confide ntial] , [confidential]  and [confidential]  against total international traffic which 
terminates in XNG’s network (Information generated from Form CO, para. 106).  
106  Form CO, para. 98.  
 
30 
 merged entity will not be in a position to impede  P4 Group ’s competitors from 
obtaining access to fixed call termination services  in Cyprus, France, Ireland and 
Malta .  
(122)  Therefore, the Commission concludes that the merged entity is unlikely to have the 
ability o r the incentive to engage in a customer foreclosure strat egy, and even if 
they did, there would be no significant detrimental effect on competition on the 
markets  concerned . 
(123)  In the third place , confirming the Commission’s conclusions in recitals (111)  and 
(117) , the Commission notes that the majority of the respondents to the market 
investigation did n ot raise any concerns related to the vertical issues arising from 
the Transaction in the market for wholesale fixed call termination services on the 
one hand, and the retail supply of fixed telephony services, on the other hand.107 
The market investigation h as confirmed that the level of competit ion in these 
markets  is anticipated to not change as a result of the Transaction.108 For instance , 
from the supply -side, a telecommunications operator active in Poland , do es not 
expect “ any changes to the competitive la ndscape on the retail market for fixed 
telephony services ”.109 
(124)  On the basis of the foregoing , the Commission concludes that the proposed 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market relative to (1) any hyp othetical input foreclosure strategy of the 
Notifying Parties in relation to  the downstream markets for retail supply of fixed 
telephony services , and (2) any hypothetical customer foreclosure strategy of the 
Notifying Parties in relation to  the upstream m arket for wholesale fixed call 
termination services . 
5.2.2.4.  Wholesale market s for fixed call termination services – Retail market for mobile 
telecommunication services.  
(125)  XNG  is active on the market for wholesale fixed call termination services on its 
own network in Cyprus, France, Ireland and Malta. P4 Group is not active on the 
market for wholesale fixed call termination services. The wholesale market s where 
XNG  holds 100% m arket share on their own networks are upstream of the markets 
for the retail supply of mobile telecommunication services . P4 Group’s market 
shares in this downstream market are presented in Table 3 above.  
(a) The Notifying Party’s view  
(126)  The Notifying Party submits that the Transaction will not result in any 
anticompetitive foreclosure concerns.  
                                                 
107  Questionn aire Q1 – reply to questions 6. 2 and 6. 5. In relation to the wholesale market for fixed call 
termination services, one respondent submitted that after the Transaction Iliad could send all the traffic 
from Poland to one of the countries where XNG is active to the relevant subsidiary of the Group, thus 
decreasing the transited traffic other operators receive from international sources . The Commission has 
addressed foreclosure concerns in recitals (111)  to (122) . In relation to the retail market for fixed 
telephony services, please see footnote 93 above.  
108  Questionnaire Q1 – reply to questions 6.2 and 6.5.  
109  Questionnaire Q1 – reply to question 6.2.  
 
31 
 (127)  In addition to the arguments put forth in recital  (109) , the Notifying Party asserts 
that any attempt by XNG  to foreclose P4 Group’s competitors is unlikely to be 
effective, since XNG  cannot influence  the cost structure of P4 Group’s downstream 
competitors on retail markets for mobile telecommunication services.110 The 
Notifying Party considers that the P4 Group represents [0-5]% of the overall 
demand on each of the upstream markets for fixed call termination services in 
Cyprus, France, Ireland and Malta. Therefore, the Notifying Party considers that 
any risk of foreclosure can be ruled out.111 
(b) The Commission’s assessment  
(128)  In the first place, t he Commission considers that the Transaction does not raise  any 
input foreclosure concerns in the market for the retail supply of mobile 
communication services in Poland  for the following reasons . 
(129)  First, t he Commission observes that, for the reasons set out in recitals  (112)  - (114) , 
the merged entity will not have the ability to discriminate against P4 Gr oup’s  
competitors in Poland , for access to fixed call termination services in Cyprus, 
France, Ireland and Malta . Accordingly, the Commission also considers that the 
merged entity will also not have the ability to otherwise degrade terms and 
conditions for the provision of wholesale fixed call termination services.  
(130)  Second , the Commission  observes that the provision of wholesale fixed call 
termination services, originating from Poland  (mobile networks)  and terminating in 
Cyprus, France, Ireland and Malta  are limited.112 In this regard, the Commission 
considers that any increase by the merged entity of its termination charges would 
have only a limited no impact on the cost structure of P4 Group’s competitors in 
Poland . 
(131)  Therefore, in view of the small traffic vol ume, the Transaction is not expected to 
have a detrimental effect on compe tition in the downstream market  for the supply 
of retai l mobile communication services in Poland . 
(132)  Therefore, the Commission concludes that the merged entity is unlikely to have the 
ability or the incentive to engage in an input foreclosure strategy , and even if they 
did, there would be no significant detrimental effect on competition on the markets  
concerned . 
(133)  In the second place, t he Commission  considers that the Transaction does not lead to 
any customer foreclosure concerns in the wholesale market for the provision of 
fixed call termination services in Cyprus, France, Ireland and Malta  for the 
following reasons . 
                                                 
110  Form CO, para.  103.  
111  Form CO, para.  103. 
112  In line with the Notifying Party’s submission, the traffic flow originating from Pola nd (P4 Group) and 
terminating to France, Ireland and Malta (XNG) represented (in minutes): [confidential] , [confidential]  
and [confidential]  respectively against total international traffic which terminates in XNG’s network 
(Information generated from Form CO, para. 103).  
 
32 
 (134)  First, the Commission observes that P4 Group’s market shares on the retail mobile 
market in Poland  remain below 30%  ([20-30]%). 
(135)  Second, o n the basis of the data provided by the Notifying Party, in the Polish retail 
mobile market, there are alternative operators holding similar market shares, in 
2019 in Poland such a s: Orange, Polkomtel (Plus) and T -Mobile with, respectively, 
a market share of [20-30]%, [20-30]% and [10-20]%.113 
(136)  Third , due to the existence of regulatory obligations in the upstream market for 
wholesale fixed call termination services which XNG  is subject  to, as set out in 
recital (115) , and in line with what has been discussed in recitals (79) - (81), 
foreclosure of the merged entity’s  rivals in the upstream market is not effective.  
(137)  Therefore, in  view of a sufficient large customer base,  other than the merged 
entity’s customer base, the Tr ansaction is not expected to have a detrimental effect 
on the  upstream market for the provision of wholesale fixed call termination 
services in Cyprus, France, Ireland and Malta . Hence , it will not be profitable for 
the merged entity to engage in a custome r foreclosure strategy.  
(138)  Therefore, the Commission concludes that the merged entity is unlikely to have the 
ability o r the incentive to engage in a customer foreclosure strategy , and even if 
they did, there would be no significant detrimental effect on comp etition on the 
markets  concerned . 
(139)  In the third place , confirming the Commission’s conclusions in recitals (128)  and 
(132) , the Commission not es that the majority of the respondents to the market 
investigation did n ot raise any concerns related to the vertical issues arising from 
the Transaction in the market for wholesale fixed call termination services on the 
one hand, and the retail supply of mobile communication services, on the other 
hand.114 
(140)  On the basis of the foregoing, the Commission concludes that the proposed 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market relative to (1) any hypothetical input foreclosure strategy of the 
Notifying Parties  in relation to the downstream market for retail mobile 
telecommunications services , and (2) any hypothetical customer foreclosure 
strategy of the Notifying Parties in relation to  the upstream market for wholesale 
fixed call termination services.  
  
                                                 
113  Form CO, para. 87.  
114  Questionnaire Q1 – replies to questions 6.1 and 6.5. In relation to the wholesale market for fixed call 
termination services, please see also footnote 107 above. In relation to the retail market for mobile 
telecommuni cation services, please see also footnote 59 above.  
 
33 
 6. CONCLUS ION 
(141)  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 R egulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President