Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229- 91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu.  
 EUROPEAN COMMISSION  
Brussels, 15.2.2019  
C(2019)  1452 final  
PUBLIC VERSION 
 
To the notifying parties  
Subject : Case M.9110 -  AMERRA / MUBADALA / NI REUS / SELONDA 
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2)  of Council Regulation No 139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 18 December 2018, the Commission received notification of a concentration 
pursuant to Article 4 of the Merger Regulati on which would result from a proposed 
transaction by which AMERRA Capital Management LLC (“Amerra”) , 
incorporated in the United States, and MDC Industry Holding Company LLC 
(“Mubadala”) , incorporated in the United Arab Emirates, intend to acquire joint 
control, within the meaning of Article 3(1)(b) and 3(4)  of the Merger Regulation , 
over Andromeda Seafood Limited (“Andromeda ”) and through Andromeda over 
Nireus Aquaculture S.A. (“Nireus”) and Selonda Aquaculture S.A. (“Selonda”)  
(“the Transaction ”).3 Androme da, Nireus and Selonda are all incorporated in 
Greece. In this Decision, Andromeda, Nireus and Selonda are together referred as 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ' Merger Regulation '). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( 'TFEU ') has introduced certain changes, such as the 
replacement of 'Community ' by 'Union ' and 'common market ' by 'internal market '. The terminology of 
the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 6 , 9.1.2019, p. 10. 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possible the information omitted has been 
replaced by ranges of figures or a general 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 the “Targets”. Mubadala and Amerra are together referred to as the “Notifying 
Parties”. Mubadala, Amerra and the Targets are tog ether referred to as the 
“Parties”.  The undertaking that would result from the Transaction is referred to as 
“the merged entity”.  
1. THE PARTIES  
(2) Amerra is a private, alternative asset management firm providing strategic capital 
to upstream and midstream agri -business companies in the Americas and Western 
Europe. Mubadala is a wholly owned subsidiary of Mubadala Investment Company 
PJSC, a public joint stock company established in 2017, wholly owned by the 
Government of the Emirate of Abu Dhabi in the United Ara b Emirates.  
(3) Andromeda , Nireus and Selonda are active in the aquaculture industry (more 
specifically in the production and sale of adult fish, fry and fish feed).  
2. THE TRANSACTION  
(4) The Transaction is to be achieved by means of two interdependent transactions 
(referred to as “Transaction 1” and “Transaction 2”), which form part of a single 
concentration in the sense of the Consolidated Jurisdictional Notice.  
On 20 June  2018, two sale and purchase agreements (“the SPAs ”) were signed 
between the Sellers4 and Andr omeda for the sale of the Sellers’ aggregate 
shareholdings (common shares) in each of Nireus and Selonda to Andromeda, 
which amount to 74.34%  and 79.62% respectively.  
(5) As explained above, w ith Transaction 1, Andromeda is to purchase at least the 
Sellers’ s hares, and potentially some or all of the additional outstanding shares in 
both Nireus and Selonda, thus acquiring  at least  74.34% in Nireus and 79.62% in 
Selonda, and thereby sole control over  both Nireus and Selonda. […] .  
(6) With Transaction 2, Mubadala is  to acquire joint control of Andromeda together 
with Amerra, which currently has sole control of Andromeda. On 20 June  2018, a 
subscription agreement was signed between Mubadala, Andromeda and Perseus 
Seafood LLC (the latter being the wholly owned subsidia ry of Amerra through 
which Amerra owns Andromeda) (“the Subscription Agreement”). […] .  
(7) The two Transactions are thus interdependent  and form a single concentration 
within the meaning of the Consolidated Jurisdictional Notice. Af ter the two 
Transactions ha ve been completed, Mubadala and Amerra will jointly control 
Andromeda, which in turn will directly control  Nireus and Selonda.  
(8) Since t he Transaction concerns t hree existing companies that have market presence 
in the EU, the entity resulting from the Trans action will have sufficient resources to 
operate independently on the market and will not have any significant 
sale/purchase relationship with the parents . The full functionality test is met under 
Article 3(4) EUMR . 
                                                 
4  The Sellers are the main shareholders in Nireus and Selonda: Praeus Bank, Alpha Bank, Eurobank 
Ergasias and the National Bank of Greece.  
 
3 (9) It follows that the Transaction would re sult in  a concentration within the meaning 
of Article 3(1)(b) and 3(4) of the Merger Regulation. 
3. UNION  DIMENSION  
(10) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million5 (Amerra: […], Mubadala: […], Nireus:  EUR  […] , 
Selonda: EUR […] ) and  two of them have  an EU -wide turnover in excess of 
EUR  250 million (Amerra: EUR […] , Mubadala : […] ) but they do not achieve 
more than two- thirds of their aggregate EU -wide turnover within one and the same 
Member State.  
(11) The concentration has therefore a U nion dimension pursuant to Article  1(2) of the 
Merger Regulation . 
4. MARKET DEFINITION  
(12) The Transaction  leads to:  
• Horizontal overlaps in (i) the production and supply  of Mediterranean (adult) 
farmed fish and (ii) production and supply  of Mediterranean fish fry; and 
(iii) the production and supply  of fish feed; and  
• Vertical links between the production and sale of Mediterranean fish fry and/or 
fish feed (upstream) and the production and supply  of Mediterranean (adult) 
farmed fish (downstream).  
4.1. Relevant product markets  
4.1.1. Mediterranean (adult) fish 
(13) Mediterranean  fish refers to the species of fish which are generally confined to the 
Mediterranean  geographic area due to natural habitats and/or temper ature of the 
waters.  Mediterranean fish accounts for over 20% of the total production of farmed 
fish in the  Union. Greece and Spain are the two largest Union producers of 
Mediterranean fish. The  main species of Mediterranean fish are: (i) gilthead 
seabream  (“seabream”) ; (ii) European seabass  (“seabass”) ; (iii) meagre; 
(iv) dentex; (v) common seabream and (vi) sharpsnout seabream. In addition, there 
are a number of other species of Mediterranean fish less commonly  farmed 
(e.g. pagrus). Seabass and seabream combined represent approximately 95% of all 
Mediterranean farmed fish .6 
(14) The Targets are active in aquacultur e of Mediterranean fish species and , as with 
other fish farming companies around the Mediterranean basin, the Targets are 
active in the farming of mainly European seabass and gilthead seabream. These are 
                                                 
5  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisd ictional Notice (OJ C95, 16.4.2008, p. 1) . 
6  Form CO, paragraph 186.  
 
4 the two most important sub -species of Mediterranean fish that fish farming 
customers requi re their suppliers to produce.7  
(15) The Commission has not previously analysed or defined a relevant product market 
for the production and supply of Mediterranean (adult) farmed fish , but has 
considered relevant markets for the farming of other species of fis h in several 
decisions.8 Since the Commission ’s most relevant and most recent precedents i n 
the aquaculture sector are cases related to salmon and that a number of issues in the 
assessment of salmon or Mediterranean fish markets are similar, the Commission  
will draw inspiration from previous cases whenever relevant for the purpose of this 
Decision.  
4.1.1.1. Species of fish  
4.1.1.1.1. The Commission’s and other NCAs’ practice  
(16) The Commission has never assessed whether the market for Mediterranean (adult) 
fish could be further se gmented by species of fish. However, in relation to other 
fish species, the Commission considered in its precedents whether salmon and 
salmon trout belonged to separate product markets, but ultimately left open the 
definition of those markets given the lim ited amounts of salmon trout consumed in 
the EU.9 
(17) In Case M.3722 -  Nutreco/Stoltnielsen/Marine Harvest/JV , the Commission also 
considered a relevant segmentation of the market for the production and sale of 
farmed cod and farmed halibut, but ultimately lef t open the definition of these 
markets.  
(18) A number of NCAs, such as the French, the UK and the Hellenic NCAs, have also 
considered separate markets for farmed fish on the basis of different species.  
(19) For instance, the French Competition Authority considered that the market for 
farmed salmon is separate from the market of other farmed fish10, and previously 
considered a market for white fish, leaving open a possible segmentation by white 
fish species.11 
(20) The UK Competition Authority also identified a separate ma rket for farmed 
salmon,12 and also left open whether salmon trout should be included in the market 
                                                 
7 Form CO, paragraph 115.  
8 See, inter alia, case COMP/M.6850 –  Marine Harvest/Morpol, Comm ission decision of 
30 September  2013, paras. 26 –  28; case COMP/M.3722 – Nutreco/Stoltnielsen/Marine Harvest/JV, 
Commission decision of 12 April 2005, para. 9; and COMP/M.7035 –  Austevoll Seafood/Kvefi/JV, 
Commission decision of 19 December 2013.  
9  Case COMP/M.6850 – Marine Harvest/Morpol, Commission decision of 30 September 2013, 
paras.  59 – 60.  
10 Case 06 -A-20 Pan Fish ASA/Marine Harvest NV, decision of 20 October 2006; case C2006 -47 letter of 
1 December 2006; case C2008- 07 decision of 13 March 2008; case 13- DCC -157, decision of 
31 October 2013; case 13-  DCC -169, decision of 20 November 2013; case 14- DCC -153, decision of 
22 October 2014.  
11 Case C2008 -07 decision of 13 March 2008.  
12 Case CM 5004 –  Nutreco Holding NV/Hydro Seafood GSP Ltd, decision of 22 December 2000 and 
CC/2006- 12-18 – Pan Fish ASA/Marine Harvest NV, decision of 18 December 2006.  
 
5 of salmon as the total volumes of salmon trout farmed in  the EEA and the Faeroe 
Islands  were very small.13 
(21) For its part, the Hellenic Competition Authority identified a market for the 
production and sale of farmed Mediterranean fish as distinct from non-
Mediterranean farmed fish such as salmon and trout. However, the Hellenic 
Competition Authority has not segmented the market further based on different 
species of Mediterranean fish. It considered Mediterranean fish to comprise 
European seabass, gilthead seabream, pagrus, meagre and sharpsnout seabream, 
with the first two accounting for 95% of the total production of Mediterranean 
farmed fish.14 
(22) The Hellenic Com petition Authority also considered that European seabass and 
gilthead seabream were substitutes both from a demand side (e.g. by consumers for 
their nutrition value) and from a supply side perspective and therefore concluded 
that they belong to the same pr oduct market.  
4.1.1.1.2. The Notifying Parties’ view  
(23) The Notifying Parties consider that the relevant market should, at the every least, 
encompass all Mediterranean fish, without any further segmentation, as both from a 
supply and demand perspective, Mediterranean fish species would be 
substitutable.15  
(24) According to the Notifying Parties, the two main species of Mediterranean fish, 
namely  seabass and seabream, would be interchangeable  as both fish are white 
protein fish and are either farmed or caught in the Mediterr anean Sea. Further, 
farming those species  would require the same fish farming equipment. In addition, 
seabream and seabass would be fed the same type of feed.  
(25) From a demand side, all customers would require a variety of fish species to satisfy 
direct custo mer demand. For instance, the  Notifying  Parties submit that both 
wholesalers and retailers sell fish to different types of customers and want to 
provi de their customers with a large  array of products. In addition, processors 
would have demand for a variety  of fish since their customers may want to 
purchase different types of processed fish . 
(26) The Notifying Parties submit that, from a supply side, Mediterranean fish would be 
fully substitutable since in principle the same locations, fish farming equipment, 
farming methods and type of fish feed is used in order to farm all species of 
Mediterranean fish. Moreover, the Notifying Parties submit that life/breeding 
cycles of Mediterranean fish are generally the same as well and any difference in 
fish feed fed would be based on the farmer’s preference and not on the species. 
(27) Moreover, the Notifying Parties submit that it would not be viable for a supplier to 
focus exclusively on either seabream or seabass as demand would shift, within 
some margin, year or year and regi on by region across the EEA. The Notifying 
Parties submit that to their best knowledge, customers switch between all types of 
                                                 
13 CC/2006- 12-18, Pan Fish ASA/Marine Harvest NV, decision of 18 December 2006.  
14 See Case 619/2015, decision of 2 November 2015, paras. 57.  
15  Form CO, paragraph 441 and ff.  
 
6 Mediterranean fish and, in certain instances, between other types of fish. For 
example, the Notifying Parties submit that there ar e a number of customers that 
previously sourced seabream from Nireus but which have recently switched 
sourcing seabass from Nireus and vice versa.  
4.1.1.1.3. The Commission’s assessment  
(28) Based on the results of the market investigation, the Commission takes the view  
that Mediterranean farmed fish of different species, such as seabream and seabass 
and other species, and seabream and seabass themselves, all belong to different 
product markets.  
(29) With regard to competitors, the majority of those that replied to the market  
investigation consider Mediterranean farmed fish of different species, such as 
seabream and seabass and other species, and seabream and seabass themselves, to 
be different products fulfilling different needs.16 One competitor stated that 
“although most of the times they refer to the same clients and markets, they are 
considered different products because its market has its own preferences 
concerning the size, the price and the taste. Moreover there are differences in 
availability through the year between the species ”.17 Another competitor stated that 
“different species provide different flesh quality and taste to customers and thus we 
consider they fulfil different needs ”.18  
(30) With regard to customers , the majority of those that replied to the market 
investigation consider Mediterranean farmed fish of different species, such as 
seabream and seabass and other species, and seabream and seabass themselves, to 
be different products fulfilling different needs .19  
(31) One customer in South West Europe20 stated that “ they are not the same species, 
not the same products. For the consumer, it is not the same appearance, taste and 
not the same price ”.21 Another customer in South West Europe stated that 
“customers often use recipes as base for the choice of their purchase and they have 
difficulties to switch to another fish for the same recipes ”.22 With regard to 
seabream and seabass, another customer in South West Europe stated that “ they are 
very different species with different organoleptic characteristics ”.23 One customer 
in South East Europe24 stated that “ the species are too different (taste, price, etc .) 
and so fulfil different customers’ needs ”.25 Another customer in South East Europe 
stated “my customers are very well informed about the differences between the 
species ”.26 Anot her customer in South East Europe  stated “they are considered as 
different products because they are different species with different level of prices 
                                                 
16 Reply to questions 25 and 26 of questionnaire to competitor s. 
17 Reply to question 25.1 of questionnaire to competitors.  
18 Reply to question 25.1 of questionnaire to competitors.  
19 Reply to questions 21 and 22 of questionnaire to customers (Q1b) ; reply to questions 21 and 22 of 
questionnaire to customers (Q1a); r eply to questions 21 and 22 of questionnaire to customers (Q1c).  
20 For the purpose of the present decision, South West Europe refers to Spain, France and  Portugal.  
21 Reply to question 21.1  of questionnaire to customers (Q1b).  
22 Reply to question 21.1 of questionnaire to customers (Q1b).  
23 Reply to question 22.1 of questionnaire to customers (Q1b) . 
24 For the purpose of the present decision, South East Europe refers to Italy  and Greece.  
25 Reply to question 21.1 of  questionnaire to customers (Q1a ). 
26 Reply t o question 21.1 of questionnaire to customers (Q1a) . 
 
7 and different standards ”.27 More specifically, with regard to seabream and seabass, 
another  customer in South East Europe stated “there is no substitution among the 
two species as far as customers are concerned. Demand is very specific. ”28 One 
customer in Northern Europe29 stated “they are different species and appeal to 
different customers and combine with diffe rent flavours ”.30 
4.1.1.1.4. Conclusion 
(32) Therefore, in light of the results of the market investigation and of all the evidence 
available to it, the Commission concludes that Mediterranean farmed fish of 
different species, such as seabream and seabass and other species , and seabream 
and seabass themselves, all belong to different product markets.  
4.1.1.2. Wild - caught v. farmed (adult) fish  
4.1.1.2.1. The Commission’s and other NCAs’ practice  
(33) The Commission has consistently held that there is a difference between wild -
caught fish and farmed fish.31 For instance, in relation to salmon, the Commission’s 
market investigation in  Case M.6850 -  Marine Harvest/Morpol  revealed that 
farmed salmon and wild salmon are considered to be different products in terms of 
taste, quality and price. Moreover, the Commission found that wild salmon also 
had limited seasonal availability whilst farmed salmon was supplied regularly 
throughout the year. In Case M.3722 -  Nutreco/Stoltnielsen/Marine Harvest/JV , the 
Commission’s market investigation also confirmed the distinction between wild 
and farmed salmon. 
(34) With regard to relevant NCAs’ precedents, the Hellenic Competition Authority 
held that consumers considered wild and farmed Mediterranean fish to be different 
varieties of products, since (i) only farmed fish  is sold throughout the year, (ii) 
wild-caught fish normally has higher prices and (iii)wild -caught fish depletes 
fishing populations thereby reducing the possibility of substitution with farmed fish 
and resulting in practical supply side difficulties in s ubstituting farmed fish with 
wild catch.32 
4.1.1.2.2. The Notifying Parties’ view  
(35) The Notifying Parties confirm that there is a distinction between farmed fish and 
wild-caught  fish as farmed fish is sold throughout the year, whilst wild- caught  fish 
is seasonal.  In addition, the Notifying Parties confirm that wild -caught fish is 
normally priced higher and may be restricted in volume as it can deplete fishing 
                                                 
27 Reply to question 21.1 of questionnaire to customers (Q1a) . 
28 Reply to question 22.1 of questionnaire to customers (Q1a) . 
29 For the purpose of the present decision, Northern Europe refers to Germany, T he Netherlands and 
the UK. 
30 Reply to question s 21.1 and 22.2 of  questionnaire to customers (Q1c ). 
31  See, inter alia, case COMP/M.6850 –  Marine Harvest/Morpol, Commission decision of 
30 September  2013, paras. 26 –  28; case COMP/M.3722 – Nutreco/Stoltnielsen/Marine Harvest/JV, 
Commission decision of 12 April 2005, para. 9; and COMP/M.7035 –  Austevoll Seafood/Kvefi/JV, 
Commission decision of 19 December 2013.  
32  See Case 619/2015, decision of 2 November 2015, paras. 59 –  62; ca se 575/VII/20 13, decision of 
14 October 2013, paras. 124 –  127. 
 
8 populations contrary to farmed fish. Furthermore, from a supply side, the 
companies that are active in the farmin g of fish do not generally also engage in 
wild catch activities.33 
4.1.1.2.3. The Commission’s assessment  
(36) The market investigatio n results consistently showed that wild -caught  fish and 
farmed fish, and therefore wild -caught  seabass and farmed seabass and wild -caught  
seabream and farmed seabream, belong to different product markets.  
(37) With regard to competitors, the majority of those competitors that expressed an 
opinion consider that Mediterranean wild- caught  fish and farmed fish, and 
therefore wild -caught  and farmed seabream and wild -caught  and farmed seabass , 
do not form  part of the same product market.34 This is mostly due to the fact that 
wild-caught  and farmed fish, and therefore wild- caught  and farmed seabream and 
wild-caught  and farmed seabass, are pr iced differently, that availability and size is 
also different. With regard to seabream, one competitor stated “ although wild 
seabream and farmed seabream is fish of the same species of fish, most of the times 
customers perceive them as distinct products t hat fulfil different needs for the main 
reason that farmed seabream has specific sizes, stable availability and completely 
different price […] ”.35 Another competitor states that consumers “[ …] consider 
wild fish as better quality product ”.36 
(38) With regard to c ustomers , the majority of those that expressed an opinion in the 
market investigation consider that Mediterranean wild -caught  fish and farmed fish, 
and therefore wild -caught  and farmed seabream and wild -caught  and farmed 
seabass, do not form part of the sa me product market.37 On customer in S outh West 
Europe stated “wild seabream and farmed seabream are different products. For the 
consumers wild seabream is the guaranty of quality and authenticity […] ”.38 
Another customer in South West Europe stated that “if,  in some countries, the main 
criteria are look and the price (Spain), the perceived quality of wild seabream 
seems to be greater than the perceived quality of farmed seabream and wild fish is 
sold at a higher price than farmed fish”.39 Another customer in S outh West Europe 
stated “for our customers, wild fish and aquaculture fish are considered different 
quality products. For purchasing department wild and aquaculture fish are 
different too, because aquaculture fish can be planned in quantities/time and wild 
fish cannot be planned”.40 On customer in South East Europe  stated “they are 
considered as different products fulfilling different consumer needs. For example a 
core difference between the two is the price”.41 Another customer in South East 
Europe stated “our customers consider wild seabream and farmed seabream as 
                                                 
33 Form CO, paragraph 439.  
34  Reply to questions 11 and 12 to questionnaire to competitors.  
35 Reply to question  11.1 to questionnaire to competitors . 
36 Reply to question  12.1 to questionnaire to competitors . 
37 Replies to questions  7 and 8 to questionnaire to customers (Q1b) ; replies to questions 7 and 8 to 
questionnaire to customers (Q1a) ; replies to questions 7 and 8 to questionnaire to customers (Q1c) . 
38 Reply to question 7.1. to questionnaire to customers  (Q1b) . 
39 Reply to question 7.1. to questionnaire to customers (Q1b) . 
40 Reply to question 7.1. to questionnaire to customers (Q1b) . 
41 Reply to question 7.1. to questionnaire to customers ( Q1a). 
 
9 different products because they have different price, colour and quality.”42 Another 
customer in South East Europe stated “wild seabass is distinct product [from] farm 
seabass and have different pri ce; the farmed seabass is cheaper than wild 
seabass ”.43 
4.1.1.2.4. Conclusion 
(39) Therefore, in the light of the results of the market investigation and of all the 
evidence available to it, the Commission concludes that Mediterranean wild -caught  
fish and farmed fish, and therefore wild -caught  and farmed seabream and wild -
caught  and farmed seabass do not form part of the same product market.  
4.1.1.3. Potential upstream and downstream segmentations   
4.1.1.3.1. The Commission’s and other NCAs’ practice  
(40) Although the Com mission has never analysed a possible segmentation between 
primary (upstream) and secondary (downstream) processing with respect to 
Mediterranean farmed (adult) fish, in Case M.6850 -  Marine Harvest/Morpol ,44 the 
Commission analysed such a possible segmenta tion with respect to salmon.  
(41) The Commission considered that primary processing includes a number of 
activities at the top (upstream) of the salmon supply, namely: harvesting, head-
on/head- off gutting and sometimes filleting the salmon. The Commission 
considered that farming and primary processing are normally carried out in nearby 
facilities and by the same vertically integrated operato r. Secondary processing 
(downstream) was considered to encompass the transformation of primary 
processed salmon into processed products such as portions, ready -made meals and 
smoked salmon. Secondary processing can be carried out in plants which are far 
away from farms with dedicated equipment. On the other hand, barriers to develop 
secondary processing activities appeared to be low. Therefore, the Commission 
considered that farming and primary processing of salmon constitutes a separate 
product market from  secondary processing of salmon. 
(42) In addition, in the same case, the Commission considered whether the downstream 
segment for secondary processing could be further segmented according to fresh, 
frozen and smoked salmon. However, the Commission left ultimate ly the exact 
product market definition open. 
(43) The French Competition Authority considered a possible segmentation of salmon 
and white fish into fresh or frozen fish, but left the exact market definition open.45 
The UK Competition Authority excluded frozen sa lmon from the relevant product 
                                                 
42 Reply to question 7.1. to questionnaire to customers ( Q1a). 
43 Reply to question 8.1. to questionnaire to customers (Q1a) . 
44  Primary processing includes a number of activities at the top of the salmon supply chain, namely: 
harvesting, head -on/head -off gutting and sometimes filleting of the salmon. Farming and prima ry 
processing are normally carried out in nearby facilities and by one and the same vertically integrated 
operator. Secondary processing was considered to encompass the transformation of primary processed 
salmon into processed products such as salmon porti ons, ready -made meals and smoked salmon. 
45 C2006- 47 letter of 1 December 2006; case C2008- 07 decision of 13 March 2008.  
 
10 market since sales of frozen salmon in Europe were relatively small.46 The Hellenic 
Competition Authority has identified the relevant product market to include only 
fresh Mediterranean farmed fish.47 The Hellenic Competition Au thority did not 
further consider any sub -segments in its decisional practice.  
4.1.1.3.2. The Notifying Parties’ view  
(44) In relation to the potential segmentation according to primary and secondary 
processing, the Notifying Parties consider that the Commission’s consid erations 
regarding farmed salmon do not accurately reflect the market dynamics of farmed 
Mediterranean fish. Primary processing only involves harvesting, grading and 
packaging of the farmed fish.48  
(45) Almost all Mediterranean fish farmers will be active predo minantly in primary 
processing and sell their fish in whole (i.e. head- on, gut included, not -filleted fish) 
to wholesalers/retailers for further processing. The Notifying Parties estimate that 
approx. […]% of all farmed Mediterranean fish in Greece only un dergo primary 
processing by the fish farmer and that only the remaining […] % undergoes 
secondary processing by the fish farmer. Secondary processing of Mediterranean 
fish involves gutting, scaling and/or filleting the fish. These fish are then sold to 
either wholesalers or retailers.  
(46) Moreover, while in previous decisions in the context of salmon the Commission 
considered the activities of processing fish into ready -made meals or specific 
portions49, virtually no fish farmers are involved in such activities i n relation to 
Mediterranean fish, although certain companies are starting to engage in this 
activity. Accordingly, even though a distinction can be made in relation to this 
further level of processing of Mediterranean fish, this is not relevant to fish far mers 
but only to wholesalers/retailers who further process the whole fish, purchased 
from fish farmers.  
(47) Almost all integrated fish farmers are able to engage in secondary processing of 
their farmed fish. However, the demand for secondary processed fish is  very low as 
customers require the whole fish due to reasons of quality assurance, appearance 
and freshness. Given the limited demand in secondary processing, the Notifying 
Parties submit that it would not be appropriate to further segment the segment for 
secondary processing into fresh or frozen fish because virtually all Mediterranean 
fish is sold as fresh and the Parties can transport fresh fish to the entire EEA almost 
always within 48 hours after harvesting.  
4.1.1.3.3. The Commission’s assessment  
(48) The market inve stigation results showed that Mediterranean whole fish and 
Mediterranean processed fish, and therefore whole seabream and seabass and 
processed seabream and seabass, do not form  part of the same product market.  
                                                 
46 CC/2006- 12-18 Pan Fish ASA / Marine Harvest NV decision of 18 December 2006; case CM 5004 – 
Nutreco Holding NV/Hydro Seafood GSP Ltd, decision of 22 December 2000.  
47 Case 619/2015 decision of 2 November 2015; case 575/VII/2013, de cision of 14 October 2013; 
case 331/V/2007, decision of 23 February 2007 section IIIA no.1.  
48 Form CO, paras 449 and ff . 
49 M.6850 – Marine harvest/Morpol, parag raph 31.  
 
11 (49) With regard to competitors, the majority of those that expressed an opinion in the 
market investigation consider that whole seabream and whole seabass belong to a 
different product market as opposed to processed seabream and processed 
seabass.50 However, one competitor noted that “ currently only a sma ll percentage 
of farmed seabass and seabream is processed at all (we would estimate no more 
than 15% of total production) and the great majority of that processing is gutting 
[…].”51 
(50) With regard to customers , the majority of those that expressed an opinion in the 
market investigation consider that whole seabream and whole seabass belong to a 
different product market as opposed to processed seabream and processed 
seabass.52 One customer in South East Europe stated “these two products serve 
customer preferences  that prevail in different geographies ”.53 Another customer in 
South East Europe stated “very different prices and weight ”.54 
4.1.1.3.4. Conclusion 
(51) Therefore, in light of the results of the market investigation and of all the evidence 
available to it, the Commission concludes that whole and processed seabream on 
the one hand, and whole and processed seabass on the other hand, do not form part 
of the s ame product market.  
(52) However, given the limited demand in secondary processing with regard to 
seabream and seabass,  a segmentation between primary and secondary processing 
shall not be considered in this Decision . 
4.1.1.4. Customers  groups  
4.1.1.4.1. The Commission’s and other NCAs’ practice  
(53) In Case M.3722 – Nutreco Holdi ng NV/Hydro Seafood GSP Ltd, the Commission 
considered a potential segmentation according to customer groups. In that case, 
several types of customers were identified: wholesalers, traders, processors, 
foods ervice, and retailers. According to the notifying parties in that case, it was not 
possible to differentiate the price of salmon between each member of the customer 
group identified and the Commission ultimately left the market definition open.  
4.1.1.4.2. The Notifyi ng Parties’ view  
(54) The Notifying Parties do not consider it appropriate to segment the market 
according to customer group as all relevant fish farmers sell to all the different 
groups of customers. Similarly, all customers purchase fish from all types of 
producers and there are no substantial discrepancies between prices.55 The Parties 
also emphasise how in Case M.  3722 – Nutreco Holding NV/Hydro Seafood GSP 
                                                 
50 Replies to questions 13 and 14 to questionnaire to competitors.  
51 Reply to question 13.1. and 14.1 to questionnaire to competitors.  
52 Replies to questions 9 and 10 to questionnaire to customers (Q1b); r eplies to questions 9 and 10 to 
questionnai re to customers (Q1a) ; replies to questions 9 and 10 to questionnaire to customers (Q1c) . 
53 Replies to questions  9.1 and 10.1 to questionnaire to customers (Q1a) . 
54 Replies to question s 9.1 and 10.1 to questionnaire to customers (Q1a) . 
55 Form CO, paragraph  455 and ff.  
 
12 Ltd, the Commission’s market investigation did not indicate that it would be 
appropriate to segment according to customer group.56 
(55) The Notifying Parties submit that as most fish farmers, the targets sell […]  their 
respective production of fish to wholesalers and processors. There are also […]  
sales to retailers and […]  to Horeca. The exact split of sales per channel is not, 
however, clear cut and in fact is very blurred for a number of reasons, including: 
(i) the various types of customers are engaged in multiple activities (large 
wholesalers are, for instance, engaged in processing and some retailers enga ge in 
processing largely through contractual arrangements and (ii) some fish farmers, 
including Selonda, Nireus and Andromeda ( […]), are also involved in processing. 
These percentages of sales per customer vary from player to player.  
(56) The Notifying  Parties  submit that […]  the Parties’ customers do not deliver directly 
to end consumers but instead sell the product on (possibly after having processed 
it) to other (smaller) retailers, processors, wholesalers, Horeca, etc. For instance, 
the category of wholesaler also encompas ses a range of different types of 
wholesalers, including in relation to size of player. Wholesalers also sell to a 
variety of customers, including supermarkets and the Horeca channel:  
Figure 1 - overview of customers of fish farmer  
[…] 
(57) In terms of contracting, contracts for the sale of Mediterranean farmed fish are 
short -term and most sales are spot. It is usual practice that the supply arrangement 
is simply documented in an email exchange rather than in a contract. For instance, 
a wholesaler would send out a number of emails to multiple suppliers, receive 
offers and confirm the agreement by return email. Where sales are made pursuant 
to contracts, these are concluded for a year or less, and in most cases do not entail 
an agreement o n price. It is more common for contracts to merely represent a 
potential opportunity to supply, not a commitment to supply and purchase. Prices 
are predominantly negotiated weekly, or monthly. If agreement is not reached on 
price, there will be no supply i rrespective of whether a contact is in place.  
(58) The Notifying Parties submit that irrespective of the type of customer, and the type 
of arrangement used, the key parameters of a supply arrangement are availability of 
volumes of fish, price, credit terms and timely delivery.  
4.1.1.4.3. The Commission’s assessment and conclusion  
(59) In light of the fact that the Parties sell to all type of customers and the main 
parameters of competition are the same irrespective of the types of customers, a 
segmentation by customer shall not  be considered  in this Decision . 
                                                 
56 Paragraph 16.  
 
13 4.1.1.5. Fish Origin   
4.1.1.5.1. The Commission’s practice  
(60) The Commission has never analysed a potential segmentation by fish origin, being 
it by different countries within the EEA or by non- EEA/EEA country, of the 
relevant product market for  the market for the production and sale of fish. More 
specifically, the Commission has never analysed whether Turkish farmed fish 
belongs to the same market as EEA farmed fish.  
4.1.1.5.2. The Notifying Parties’ view  
(61) The Notifying Parties submit that the Commission s hould not analyse a 
segmentation by origin.57 To support this claim, the Notifying Parties raise the 
following arguments:  
• Significant competition from Turkey.58 Turkey plays a very important role in 
relation to Mediterranean farmed fish. Turkey is the largest single national 
producer of Mediterranean farmed fish. In 2017, Turkey accounted for […] % 
of production of farmed Mediterranean fish compared to […] % for Gre ece, 
[…]% for Egypt, and […] % for Spain. Imports from Turkey cover all regions 
of the EEA. This reach is also helped by the use of hubs in various locations 
around Europe. Indeed, Turkish suppliers make use of third party trading and 
processing hubs to export their products around the EEA. The main hubs are 
located in the Netherlands (near The Hague), Italy (near Venice), France 
(Boulogne -sur-mer), and the Czech Republic. Certain Turkish fish farmers 
have also established their own private hubs; e.g. close to Frankfurt, Germany.   
• Turkish imports into the EEA are tariff -free, whilst imports of fish from the 
EEA to Turkey are not: an import duty of 30% is imposed. 
• Origin is not a key factor in a consumer choice . Packaging used in 
supermarkets very often does not identify the origin of fish, or just states that 
the origin is “ Spain, Greece or Turkey ” and, in other instances, Greek and 
Turkish fish are even sold together.59 Many wholesalers or processors label the 
fish they buy in hubs as their own “ produced fish”.60 
• Internal documents. The Parties submitted more than 63 internal emails from 
Selonda and Andromeda demonstrating that Turkish suppliers exert significant 
competitive pressure on the Targets throughout the EEA, including Italy and 
the Balkans.  
• In a study  by Vanhonacker, Pieniak and Verbeke titled “European consumer 
image of farmed fish, wild fish, seabass and seabream” of 201261, European 
seabass and seabream are discussed together. As to the origin of the fish, the 
research states: “A study in five Europe an countries (Belgium, Denmark, 
Poland, Spain and the Netherlands) has illustrated the low awareness and 
                                                 
57 Form CO, paragraph 471 and ff.  
58 Form CO, paragraphs 121- 131. 
59 Form CO, paragraph 471 and figures 38 and 39.  
60 Form CO, paragraph 249.  
61 Form CO, paragraph 472 and Annex 20 to the Form CO . 
 
14 interest in fish origin. […] ”.62 According to the research: “European 
consumers have a very positive image of fish products, especially with respect 
to its health benefits. Fish origin appeared to be of limited importance  […] ”. 
• The third party economists, CRA have conducted a price correlation analysis 
on Turkish versus Greek exports to assess any relevance to the origin of the 
fish on prices.63 This price  correlation analysis confirms that the available 
price data based on trade data do show a stable pricing relationship between 
Greek and Turkish exports of European seabass, seabream and other 
Mediterranean fish to the EEA. Since that stability has survive d substantial 
shifts in exchange rate and trading patterns over time, the finding indicates 
there is material competition between sales of Turkish and Greek fish within 
the EEA;64 
• The method of fish farming is the same across all countries;  
• There is no diff erence in terms of freshness . Fish produced in Greece and 
Turkey ultimately reach the customer within a similar timeframe.65 Both Greek 
and Turkish suppliers use the same routes, and regularly use the same service 
providers to transport their products to ot her parts of the EEA. There are also 
instances where Turkish suppliers are able to get their product to customers 
even quicker than some Greek suppliers are.  
• There is no difference in terms of quality. All Mediterranean fish, whether 
Greek, Spanish or Turkish, is being farmed in the same waters, and is largely 
bred using the same broodstock. There are obviously differences in quality 
between fish farmers but such differences do not follow national borders. 
There is an array of quality differences across Gre ece, across Turkey and 
across any other country and there are a lot of similarities in quality between 
“good” Greek and Turkish suppliers, or indeed among “bad” Greek and 
Turkish suppliers. Furthermore, the ability of Turkish producers to compete 
fiercely on price is not related to quality but mainly to their lower operating 
costs.66 More specifically, the following factors allow Turkish players to price 
lower than the Greek players:67  
(a) Production cost fish feed: On average, Turkish competitors have 
subst antially lower fish feed costs compared to EU fish farmers: […] .  
                                                 
62 Vanhonacker, Pieniak and Verbeke,  “European consumer image of farmed fish, wild fish, seabass and 
seabream” (Springer Science+Business Media Dordrecht) 2012, p. 1024.  
63 Form CO, paragraph 473 and Annex 11 to the Form CO . 
64  This analysis shows that the available price data based on trade data do show a stable pricing 
relationship between Greek and Turkish exports of European seabass, gilthead seabream and other 
Mediterranean fish to the EEA. Since that stability has survived substantial shifts in exchange rate and 
trading patterns over tim e, that finding indicates there is material competition between sales of Turkish 
and Greek fish within the EEA and hence Mediterranean fish from both Turkey and Greece are  part of a 
single product market.  
65 Form CO, paragraph 470 and Parties’ additional su bmission to SoP meeting dated 21 January 2019. 
66 Form CO, paragraphs 128- 129 and Parties’ additional submission to SoP meeting dated 
21 January  2019.  
67 Form CO, paragraphs 121- 131. 
 
15 (b) Rules on fish feed composition: There are differences between the 
composition of fish feed in Turkey compared to the EU and Greece. In Turkey 
(contrary to in the EU), companies are legal ly allowed to use 
products/ingredients of all land animals.  
(c) Licensing system: Both Greece and Turkey have licensing systems, but the 
licensing process in Turkey is significantly less burdensome.  
(d) Operating costs: Operating costs of Turkish fish fa rms are lower than in the 
EEA as raw materials, transport costs and labour costs are cheaper in Turkey  
• Market developments .68 During the period 2008- 2017 Turkish sales into the 
EEA have increased substantially. This also includes countries such as Italy, 
which is the largest importer of Turkish fish after the Netherlands and before 
the UK. Substantial volumes of Turkish fish are being imported into Greece. 
4.1.1.5.3. The Commission’s assessment  
(a) Market investigation results  
(62) In the following section, and i n light of the market investigation results, the 
Commission will demonstrate  that Turkish farmed fish and EEA -farmed/Greek 
Mediterranean farmed fish form part of the same relevant product market.  
(63) In particular, customers and competitors consider , in gener al, Turkish fish and 
Greek fish as alternatives , which is also recogni sed in the P arties ‘internal 
documents. However, the Commission has also found that  (i) the competitive 
constraint exerted by Turkish Mediterranean farmed fish appears to vary from one 
EEA country to the other and (ii) that it cannot be excluded that this constraint will 
weaken significantly across the EEA in the near future. First, customers (and 
therefore consumers) in South East Europe, e.g. in Greece and Italy (the latter 
being by far  the most important market in the EEA for Mediterranean farmed fish) 
attach strong importance to the origin of the fish they purchase. Secondly, it cannot 
be excluded that Turkish Mediterranean farmed fish could face import duties in the 
EEA in the near fu ture. It may be recalled in that regard that Turkish farmed fish 
already today has to go through sanitary inspections at the EU external border, thus 
incurring delivery delays which fish produced within the EEA does not. In the light 
of these elements, the relevance of competitive pressure from Turkish fish will be 
discussed further in the competitive assessment. 
(64) The market investigation results showed that, with the exception of customers in 
South East Europe, seabream or seabass farmed in Europe (Greece, Spain, Croatia, 
Italy) and seabream or seabass farmed outside Europe (for example Turkey, 
Tunisia and Egypt) are considered as alternatives.  More specifically:  
• With regard to competitors, the majority of those that expressed an opinion in 
the market invest igation consider that seabream or seabass farmed in Europe 
(Greece, Spain, Croatia, Italy) and seabream or seabass farmed outside Europe 
                                                 
68 Figure 1, Parties’ additional submission to SoP meeting dated 21 January 2019 and figures 6- 10 of the 
Form CO.  
 
16 (for example Turkey, Tunisia and Egypt) are to be considered as alternatives.69 
However , one respondent to the market investigation that considered seabream 
or seabass farmed outside Europe as an alternative to seabream or seabass 
farmed in Europe, stated that origin is very important, given that it has an 
impact on quality and the product’s shelf life, two factors that are  highly 
regarded by consumers. In addition, the same respondent stated that farming 
standards and rules in Europe are higher. This as well has an impact on quality 
and better traceability. Moreover, the same respondent stressed that there are 
differences even within European farmed fish. For example, French farmed 
fish is preferred in France and Spanish farmed fish is preferred in Spain. Most 
importantly, the same respondent draws the attention on the fact that over the 
last years, Turkish producers have pr iced their fish below production cost and 
EEA producers’ price. Therefore, Turkish fish would be at the bottom of the 
value scale in e.g. Spain, Portugal and France and retailers have been cautious 
and sourcing within the EEA at large.70 
• With regard to cust omers in South West Europe and Northern Europe, the 
majority of tho se customers that expressed an opinion in the market 
investigation consider that seabream or seabass farmed in Europe (Greece, 
Spain, Croatia, Italy) and seabream or seabass farmed outside Europe (for 
example Turkey, Tunisia and Egypt) are to be considered as alternatives .71 
One customer in South West Europe stated that “ the seabream /seabass  farmed 
in Turkey is considered as the same quality as the seabream /seabass  farmed in 
Europe and take t he two origins as alternatives. Nevertheless […] the 
seabream /seabass  farmed in Tunisia and Egypt are perceived as lower quality 
and the final consumer do not take these seabream s/seabass  as alternatives for 
the European seabream /seabass ”.72 
• However, w ith regard to customers  in South East Europe, the majority of these 
customers that expressed an opinion in the market investigation consider that 
seabream or seabass farmed in Europe (Greece, Spain, Croatia, Italy) and 
seabream or seabass farmed outside Europe (for example Turkey, Tunisia and 
Egypt) are to be considered as different products fulfilling different needs.73 
One customer stated that “in our opinion they have to be considered 
commercially different products not because of being different farming species 
but for the different quality of the product which generally means different 
final selling price or different commercial demand. The farmed 
seabream /seabass  inside Europe has to meet European guides and regulation 
regarding farming process and also fish harvesting process and the way they 
are delivered at the various sales points. The respect of such strict regulations 
as well as the longer distance for carry and delivery makes the out Europe 
product less qualitative than the into Europe product. [… ]”74 
                                                 
69 Replies to questions 15 and 16 of questionnaire to competitors.  
70 Replies to questions 15.1 and 16.1 of questionnaire to competitors.  
71 Replies to questions 11 and 12 to questionnaire to customers (Q1b);  replies to q uestions 11 and 12 to 
questionnaire to customers (Q1c) . 
72 Reply to question 11.1 and 12.1 to questionnaire to customers (Q1b) . 
73 Replies to questions 11 and 12 to questionnaire to customers (Q1a ). 
74 Reply to question 11.1 and 12.1 to questionnaire to custo mers (Q1 a). 
 
17 (65) Given that seabream or seabass farmed in Greece is, geographically speaking, close 
to Turkey and that for this reason farming conditions or the quality of water  might 
be similar, the Commission investigated whether seabream or seabass farmed in 
Greece and seabream or seabass farmed in Turkey form part of the same market. 
The market investigation results showed that , with exception of customers in South 
East Europe, the majority of those that expressed an opinion in the market 
investigation consider that  both are to be considered as alternatives . More 
specifically:  
• With regard to competitors, the majority of those that expressed an opinion in 
the market investigation consider that seabream or seabass farmed in Greece 
and seabream or seabass farmed in Turk ey are alternatives.75 However, one 
competitor who consider s them as alternatives  stated  that “they considered as 
alternatives because they are fulfilling completely the same needs. They refer 
to the same markets and to the same customers. Of course most of  the times 
Greek seabream/seabass is more expensive than Turkish sea bream and 
moreover customers considered Greek sea bream better quality product than 
Turkish seabream/seabass .”76 
• With regard to customers in South West Europe  and in Northern Europe , the 
majority of those that expressed an opinion in the market investigation 
consider that seabream or seabass farmed in Greece and seabream or seabass 
farmed in Turkey are alternatives.77 
• However, w ith regard to customers in South East Europe, the majority of th ose 
that expressed an opinion in the market investigation consider that seabream or 
seabass farmed in Greece and seabream or seabass farmed in Turkey are 
different products fulfilling different needs.78 One customer state d that “ the 
products have sometimes different quality due to longer way of transport ”.79 
(66) In addition, t he market investigation results showed that , with the exception of 
customers in South East Europe, the majority of those that expressed an opinion in 
the market investigation indicated that with respect to Greek and Turkish farmed 
seabream or seabass, their customers would switch volumes from Greek seabream 
or seabass to Turkish seabream or seabass following a permanent price increase of  
5-10% of Greek seabream or seabass.  More specifically:  
• With regard to competitors  and customers in South West Europe and in 
Northern Europe , the majority of those that expressed an opinion in the market 
investigation  indicated that with respect to Greek and Turkish farmed 
seabream or seabass, their customers w ould switch volumes from Greek 
seabream or seabass to Turkish seabream or seabass following a permanent 
price increase of 5 -10% of Greek seabream or seabass.80  
                                                 
75 Replies to questions 17 and 18 to questionnaire to competitors.  
76 Replies t o questions 17.1 and 18.1  to questionnaire to competitors.  
77 Replies to questions 13 and 14 to questionnaire to customers (Q1b); r eplies to questions 13 and 14 to 
questionnaire to customers (Q1a) . 
78 Replies to questions 13 and 14 to questionnaire to customers (Q1a).  
79 Replies to questions 13.1 and 14.1. to questionnaire to customers (Q1a) . 
80 Replies to questions 19 and 20 to questionnaire to competitors.  Replies to questions 15 and 16 to 
questionnaire to customers (Q1b); r eplies to questions 15 and 16 to questionnaire to customers  (Q1c).  
 
18 • However, w ith regard to customers in South East  Europe, the majority of those 
that expressed an opinion in the market investigation indicated that with 
respect to Greek and Turkish farmed seabream or seabass, their customers 
would not switch volumes from Greek seabream or seabass to Turkish 
seabream or seabass following a permanent price increase of 5- 10% of Greek 
seabream or seabass.81 One customer stated “the Greek seabream has better 
quality than Turkish. My customers are interested in the quality of the fish. 
[…]”.82 Another customer stated that “ even if such products (Greek fish and 
Turkish fish) f ulfil the same need, their quality is not comparable. In addition, 
logistics inefficiencies related to Turkish fish causes the fish to be delivered in 
Italy less fresh than the Greek fish ”.83 Another customer stated “ Greek product 
has a perceived value high er than 10% ”.84 
(67) The market investigation results also  showed that  the majority of competitors 
indicated that their customers have already switched volumes from Greek seabream 
or seabass to Turkish seabream and seabass and vice versa. On the other hand, with  
the exception of customers from Northern Europe, the majority of those that 
expressed an opinion in the market investigation indicated that they have not 
already switched volumes from Greek farmed seabream or seabass to Turkish 
farmed seabream or seabass.  More specifically:  
• With regard to competitors, the majority of those that expressed an opinion in 
the market investigation indicated that their customers have already switched 
volumes from Greek seabream or seabass to Turkish seabream and seabass and 
vice versa.85 One competitor  stated “most of the times customers switch 
volumes from Greek to Turkish fish because of the prices (Turkish fish usually 
cheaper than Greek fish) and switch Turkish to Greek because of the quality 
(Greek fish better quality than Turkish fish) ”.86 Another competitor  flagged 
that wholesalers switched mainly due to the very low prices of Turkish fish 
caused by the current crisis in Turkey. Even if Turkish producers are 
subsidised, they are stressed and offer their products at very low p rices to 
generate liquidity. If the market conditions were normal, there would have 
been no switch.  
• With regard to customers  in Northern Europe, the majority of those that 
expressed an opinion in the market investigation indicated that they have 
already switched volumes from Greek farmed seabream or seabass to Turkish 
farmed seabream or seabass.87 
• However, with regard to customers in South West Europe  and in South East 
Europe , the majority of those that expressed an opinion in the market 
                                                 
81 Replies to questions 15 and 16 to questionnaire to customers (Q1a).  
82 Reply to question 15.1 and 16.1 to questionnaire to custome rs (Q1a).  
83 Reply to question 15.1 and 16.1 to questionnaire to customers (Q1a) . 
84 Reply to question 15.1 and 16.1 to questionnaire to customers (Q1a) . 
85 Replies to questions 21 and 22 to questionnaire to competitors.  
86 Replies to questions 21.1 and 22.1. to questionnaire to competitors.  
87 Replies to questions 17 and 18 to questionnaire to customers (Q1c).  
 
19 investigation indi cated that they have not already switched volumes from 
Greek farmed seabream or seabass to Turkish farmed seabream or seabass.88 
(68) The market investigation results showed that  the majority of competitors that 
expressed an opinion consider that they or their c ustomers do not consider Greek 
farmed seabream or seabass as fresh as Turkish seabream or seabass . On the other 
hand, customers, with the exception of those from South East Europe, consider 
Greek farmed seabream or seabass as fresh as Turkish seabream or s eabass . More 
specifically:  
• With regard to competitors, the majority of those that expressed an opinion in 
the market investigation indicated that they or their customers do not consider 
Greek farmed seabream or seabass as fresh as Turkish seabream or seabass.89 
One competitor stated that “ Customers consider Greek sea bream Fresher 
than Turkish sea bream for the following reasons: (i) Geographical and 
logistics reasons. In most of the European countries Greek sea bream arrives 
to the customers one day earlier  than Turkish sea bream. (ii) Greek companies 
can keep the cold chain better and more easily in the whole production and 
packaging process than Turkish sea bream. (iii) Greek companies have some 
restrictions regarding the fish feed they use because of the European Union 
That Turkish companies don't have. So they use better quality fish feed. (iv) 
Greek companies have more packaging stations with bigger capacity .”90 
• With regard to customers in South West Europe  and in Northern Europe , the 
majority of those th at expressed an opinion in the market investigation 
indicated that  they or their customers consider Greek farmed seabream or 
seabass as fresh as Turkish seabream or seabass.91 
• However, w ith regard to customers in South East Europe, the majority of those 
that expressed an opinion in the market investigation indicated that  they or 
their customers do not consider Greek farmed seabream or seabass as fresh as 
Turkish seabream or seabass.92 
(69) In conclusion, in light of the overall market investigation results, the Co mmission 
takes the view that Turkish farmed fish and EEA -farmed/Greek Mediterranean 
farmed fish form part of the same relevant product market  in the  EEA . 
(b) Price correlation and stationarity analysis  
(70) On 27 November 2018, the Notifying Parties  submitted an economic report93 
prepared by Charles River Associates (CRA) supporting the view that the 
Mediterranean fish from both Turkey and Greece are part of a single product 
market.  
                                                 
88 Replies to questions 17 and 18 to questionnaire to customers (Q1b); replies to questions 17 and 18 to 
questionnaire to customers (Q1a).  
89 Replies to q uestions 23 and 24 to questionnaire to competitors.  
90 Replies to question 23.1 and 24.1 to questionnaire to competitors.  
91 Replies to questions 19 and 20 to questionnaire to customers (Q1b); replies to questions 19 and 20 to 
questionnaire to customers (Q1c ). 
92 Replies to questions 19 and 20 to questionnaire to customers (Q1a).  
93 Analysis of price developments of Turkish and Greek exports to the EEA . 
 
20 (71) The claim is based on (i) correlation between the export prices to the EEA of 
Turkish and Greek fish over the last five years and (ii) stationarity analysis of the 
price ratio between Turkish and Greek exports.  
(72) The econometric analysis is based on export data94 and therefore regards wholesale 
prices rather than retail prices. In particular, CRA focused on whole fresh fish 
prices of Mediterranean fish and on whole fresh fish prices of seabream  and 
seabass  separately.  
(73) According to the Party, the economic rep ort demonstrates that the export prices to 
the EEA of Mediterranean Turkish and Greek fish over the last five years are 
highly correlated, as well as that the price ratio between Turkish and Greek prices 
follows a stationary path over time. These results a pply to both species, seabream  
and seabass .  
(74) As regards overall sales of all Mediterranean fish, CRA Study reports a correlation 
coefficient for prices of […] % and a long -run stable relationship with about […] % 
difference in prices. The stationarity result  is confirmed by econometric evidence.  
(75) The Study also evaluates the overall sales for seabream  and seabass  separately. As 
concerns seabream , the CRA Study reports a correlation coefficient of […] % and 
stationary relative price.  As regards seabass , the cor relation coefficient between 
prices is of […] % and long -run stable pricing relationship.  
(76) According to CRA’s  view, the stationarity analysis is supported by two substantial 
shocks in the last years: (i) the shift in exchange rate between the Turkish Lira an d 
the Euro from over 0.4 Lira per Euro in 2012 to around 0.2 Lira per Euro in 201895 
and (ii) the almost threefold increase in Turkish exports to the EEA. Albeit these 
two shocks, the long -term ratio between export prices is statistically stable as 
shown by  econometric diagnostic test, e.g. the Augmented Dickey -Fuller Test. The 
Party’s view is that stationarity of price ratios subject to a shock in one of the two 
prices highlights that the pricing relationship is the result of competition between 
the product s. The Party therefore concludes that Turkish and Greek fish are part of 
a single relevant product market.  
(77) In the Commission’s view the Study is not entirely convincing for the following 
reasons  (i) due to the unavailability of detailed information on whole and fillets in 
Greece, the study includes whole fresh fish for Turkey and fish, including fillets, 
from Greece, which makes a comparison imprecise; (ii) volumes that cannot be 
allocated to either seabass  or seabream  are reassigned to both species, there fore the 
prices of fresh fish in general and of the two species may appear more similar 
independent of potential changes in product mix of Turkish and Greek exports; and 
(iii) lack of controlling for seasonality.  
(78) The Commission acknowledges that relative high price correlations, as well as 
stationary price -ratios, are an indication that  Turkish and Gr eek Mediterranean fish 
belong to a single product market. Nevertheless, the Commission consider  that 
price correlation, as well as price -ratio stationarity, is  a necessary but non- sufficient 
condition for concluding a single product market. Furthermore, CRA  has not 
                                                 
94 Provided by third party Kontal i. 
95 Based on Eurostat data.  
 
21 further addressed some technical concerns, such that the results are acknowledged 
but not verified. Hence, the Commission assesses the presented resu lts of the 
economic report as inconclusive.  
(c) Internal documents  and relevant regulatory framework   
(79) The Commission has also examined a number of the Parties’ internal documents.  
According to the Parties’ internal documents, Turkish fish and Greek fish are 
recognised  as alternatives . 
(80) More specifically, according to one  of the Parties’ internal document s,96 […] : 
• […]. 
• […]. 
• […]. 
• […]. 
• […]. 
(81) Even though this internal document dates back to […], it raises at least two points, 
which have also come up during the marke t investigation, that are worth 
mentioning, i.e. (i) the more stringent regulations under which EEA fish is 
produced as opposed to Turkish fish and (ii) the possible duties on Turkish fish 
entering the EEA market (although the tariff referred in the 2016 document was 
ultimately not imposed) . 
(82) With regard to (i), several pieces of the Union legislation are applicable to the 
aquaculture sector. More specifically, aquaculture producers in the Union need to 
comply with a set of stringent rules, such as rules on environmental impact 
assessment, on water use, on discharges into the water, on animal health, on animal 
welfare, on food safety & hygiene, on veterinary medicines, on use of non- native 
species, on the top of other national/regional/local rules for grantin g permission to 
build infrastructure or to regulate the use of public space.  
(83) With regard to (ii), there are currently no duties levied by the Union on Turkish 
fish being imported in the EEA. On the other hand, farmed fish is not part of the 
customs union w ith Turkey and faces customs clearance and prior veterinary 
checks just like imports from any third country. Veterinary checks consist of 
documentary checks, identity checks and veterinary (food safety) inspection of 
each consignment Under EU law minimum f ees apply for veterinary checks, which 
have to be paid by the operator. For imports of farmed fish into the EU the 
minimum fees are as follows: (i) EUR 55 per consignment, up to six tonnes, 
(ii) EUR 9 per tonne, up to 46 tonnes, thereafter,  (iii) EUR 420 per consignment, 
over 46 tonnes. The minimum fees are considerably lower for farmed fish produced 
in the EU .  
                                                 
96 […]. 
 
22 (84) If a consignment fails veterinary clearance, the next ten consignments from the 
same operator are subject to intensified checks, which means higher density of 
inspection, laboratory testing, leading to long delays at the border and potentially a 
ban from i mporting into the Union. Since 2010, there have been 19  records of 
problems with Turkish fish but all concerned other fish species (mainly trout). 
(85) In addition, imports of farmed fish from Turkey have to be covered by documents 
from Turkish authorities show ing compliance with the monitoring programme for 
the control of medicinal products, in particular antibiotics and growth promotors. 
This monitoring programme is subject to audits by the Commission.  
(86) […].  
(87) […]. 
(88) Overall, whilst internal docum ents of the P arties would rather point towards a 
single market for Greek and Turkish fish, the veterinary and phyto- sanitarian 
checks carried out at the EU border, as well as the potentia l imposition of tariffs on 
Turkish fish are likely to have an impact on the ability t o compete of Turkish fis h, 
which will be analysed in the competitive assessment . 
(d) Conclusion 
(89) In the light of the above, the Commission concludes that, for the purpose of this 
Decision, Turkish farmed fish exert some competition concerns on EEA farmed 
fish a nd could be included in the same relevant product market as EEA farmed fish. 
The extent to which competition from Turkish fish is more or less strong will be 
analysed in the competitive assessment, notably as regards South- East Europe, 
where competition fr om Turkish fish plays a minor role . 
4.1.1.6. Conclusion: Mediterranean (adult) fish  
(90) In light of the above, the Commission considers that, for the purpose of this 
Decision, even though the competitive constraint exerted by Turkish Mediterranean 
farmed fish varies from one  EEA country to the other and while it cannot be 
excluded that this competitive constraint will weaken in the near future , the 
relevant product market is the market for the production and supply  of farmed 
seabream/seabass including Turkish seabream/s eabass .97 98 
                                                 
97 The Notifying Parties do not consider it appropriate to distinguish the relevant market for 
Mediterranean farmed fish according to organic and non -organic since the Notifying Parties submit that 
virtually no substantial demand exists for organic Mediterranean fish. For instance, in Greece only 
approximately […]% of all Mediterranean farmed fish is sold as organic fish ( […] tonnes). In addition, 
the Notifying  Parties confirm […]. Given that the Targets are not active in a hypothetical segment for 
organic Mediterranean far med fish, for the purpose of this Decision, the Commission considers that 
such a segmentation is not appropriate. The Commission will therefore not assess the proposed 
Transaction on a segmentation by organic and non -organic seabream/seabass.  
98 The Commiss ion considers that a market segmentation by fish size cannot be excluded. However, for 
the purpose of this Decision, the Commission considers that such a segmentation is not relevant for the 
purpose of this Decision given that the proposed Transaction woul d raise serious doubts regardless of 
the fish size that is taken into account.  
 
23 4.1.2. Fry 
4.1.2.1. Overview  
(91) Fry or juvenile fish is the very small fish that is nurtured in hatcheries prior to 
reaching a size when it can be moved to large nets (or cages) in the open sea. Fry 
refers to the commercially tradable fry of between [1 -5]g (and can occasionally be 
sold up to [5 -15]gr). Juvenile fish of larger size is generally not traded.  
4.1.2.2. The Commission’s and other NCAs’ practice  
(92) The Commission has not previously defined a relevant product market for the 
production and sale of Mediterrane an fry. In Nutreco/Stoltnielsen/Marine Harvest , 
the Commission  considered a separate market for breeding and growing juvenile 
salmon (also called smolts) for sale to thirds parties, but ultimately it did not 
determine the exact product market.  
(93) A number of  national competition authorities have also considered relevant 
markets for fry.99 The Hellenic C ompetition Authority, for instance, has considered 
a separate upstream market for the production and supply of fry of Mediterranean 
farmed fish.100 The Hellenic C ompetition Authority disregarded a potential further 
segmentation according to species of fish within the Mediterranean fish species. It 
considered the production of (European) seabass and (gilthead) seabream fry as a 
single market. It also  considered that  there is considerable substitutability between 
the species (produced in the same locations, with a similar way of feeding and the 
same breeding cycle).101 
4.1.2.3. The Notifying Parties’ view  
(94) The Notifying Parties consider it questionable whether there is in fact a  ‘market’ 
for the production and supply of Mediterranean fry, or whether this activity is 
simply part of the overall value chain of production of adult fish. 
(95) From a supply side perspective, the production of Mediterranean fry is carried out 
predominantly b y vertically integrated fish farmers. The focus of the production is 
to ensure that the producer has sufficient pieces of fry of the right size and at the 
right time to be able to produce the relevant volumes of adult fish. The focus is not 
on the external  sale of fry. This is demonstrated by the fact that, with the exception 
of only four suppliers that the Parties are aware of, all suppliers of fry in the 
EEA/Mediterranean basin are integrated fish farming companies.  
(96) There are a number of reasons why a producer may produce more fry than needed 
for their downstream operations, including:   
(97) At the time of deciding how many pieces of fry to develop, in principle a fish 
farmer would not yet be in a position to determine, with certainty, the volumes of 
fish neede d for its downstream operations. Actual volumes are only agreed upon 
                                                 
99 Case 16 -DCC -55, decision of 22 April 2016 (trout eggs); precedent: case CM 5004 –  Nutreco Holding 
NV/Hydro Seafood GSP Ltd, decision of 22 December 2000, paras. 2.67 –  2.69 (s molts).  
100 Case 619/2015, decision of 2 November 2015, para. 55 and 62; case 575/VII/2013, decision of 
14 October 2013, para. 68 and 77; case 331/V/2007, decision of 23 February 2007 section III.A. no.2.  
101 Case 575/VII/2013, decision of 14 October 2013, footnote 52.  
 
24 when the fry have already been placed in the hatcheries. Once the fish farmer has 
better visibility on the level of demand for adult fish, it will determine whether it is 
nurturing the ri ght number of pieces of fry. This could result in a fish farmer 
having either a surplus of fry, or a shortfall for its adult fish production.  
(98) During the nurturing process from fish egg to fry, mortality rates are 
between  […] %. In addition, certain numbers  of fry will die (or not develop) during 
the growing process of fry, with standard mortality rates of between  […] % (actual 
figures may also be higher or lower). Other external factors, such as climate- related 
factors, diseases or human error in the growing  process could also affect the 
success of the fry growing process, and thus impact the survival rate referred to 
above.  
(99) With this in mind, fish farmers seek to sell surplus pieces of fry produced (rather 
than discard them), or purchase any shortfall requi red. […] .  
(100)  From a demand side perspective, demand for external fry is volatile and decreasing 
significantly.   
(101)  First, since the vast majority of fish farmers are vertically integrated ( or in the 
process of becoming vertically integrated ) and primarily produce their own fry, the 
above described unpredictability of the exact volumes of fry to produce equally 
leads to instability in the demand for fry. Vertically integrated fish farmers only 
need to acquire fry to the extent  that their own production turned out insufficient.  
(102)  Furthermore, in certain countries there may only be one or two customers of fry. 
This means that if one of the Targets sells its fry to the only customer in a country , 
it has a market share of 100%. However, given that t he contracts for fry are non -
exclusive and short -term contracts, it may well be that the following year that 
Target ’s market share falls from 100% to 0%.  
(103)  Moreover, a large portion of the demand in fry comes from fish farmers who have 
not yet developed the ir own fry production facilities, but are in a transition period 
to vertical integration. When setting up or expanding an aquaculture business, it is 
common as a first step to set up a fish farm and acquire the fry needed to produce 
the fish. Once the farm  is up and running, fish farmers typically decide to integrate 
their businesses by setting up their own hatcheries, as this is a simple and non-
capital intensive activity. As soon as the hatchery is operational, there will be a 
significant drop in demand. This is for instance demonstrated by […] . 
(104)  In any event, the Parties consider that the Commission’s assessment should focus 
on the Parties’ respective positions in the production and supply of adult fish as 
activities in the production of fry are intrinsica lly linked to the activities in the 
production and supply of adult fish.  
4.1.2.4. The Commission’s assessment  
(105)  The market investigation has not confirmed the submission of the Notifying Parties 
that it is questionable whether a fry market exists. On the contrary, a number of 
small competitors have indicated that they source fry from external sources, 
notably from the Parties , and that fry is a necessary input for the production of 
farmed fish as not all farmed fish producers are vertically integrated upstream.   
 
25 (106)  Moreover, the market investigation results show that the production and sale of fry 
is indeed a separate market and that, consistently with the downstream market for 
the production and sale of Mediterranean adult farmed fish, it should be segmented 
by species . 
(107)  The majority of those competitors that expressed an opinion in the market 
investigation consider that they or their customers consider Mediterranean fry of 
different species as distinct products fulfilling different needs.102 In particular, one 
competitor states  that “they are considered as different products fulfilling different 
needs since the farmed fish of different species are considered as different products 
aiming at specific markets ”.103 Another competitor states  that “they are considered 
different pr oducts because they have different demand, production cycle, 
availability and price ”.104 Another competitor states that “different species […] 
will end up in different flesh quality whole fish as well”.105 
(108)  As a consequence, the majority of competitors that expressed an opinion in the 
market investigation consider that they or their customers view Mediterranean fry 
of seabream and seabass as distinct products fulfilling different needs.106 One 
competitor states  “seabream and seabass are different species, they have different 
life and production cycle, nutritional needs and on- growing techniques ”.107 
4.1.2.5. Conclusion  
(109)  In light of the above  and taking the result of the market investigation into account , 
the Commission considers that the market for the production and sale of fry 
segmented by species is indeed a relevant product market. The Commission will 
therefore assess the impact of Transaction  on such a market.  
4.1.3. Fish feed  
4.1.3.1. The Commission’s and other NCAs’ practice  
(110)  Fish f eed refers to the feed eaten by farmed fish and excludes feed produced for pet 
fish, such as goldfish. Fish feed is a mixture product – that is  a mix of several 
ingredients. The main ingredients of fish feed are fishmeal, fish oil, vegetable 
protein, whole  wheat, vitamins, and pigments.108  
(111)  The Commission previously considered that fish feed, also referred to as aqua feed, 
was to be considered as a separate relevant market.109 Fish feed is a dry feed 
                                                 
102 Reply to question 27 of questionnaire to competitors.  
103 Reply to question 27.1 of questionnaire to competitors.  
104 Reply to question 27.1 of questionnaire to competitors.  
105 Reply to question 27.1 of questionnaire to competitors.  
106 Reply to quest ion 28 of questionnaire to competitors.  
107 Reply to question 28.1  of questionnaire to competitors.  
108 Fish feed is usually produced using a technique called “dry extrusion technology”, which results in the 
production of dry feed. Different ingredients are mi xed together and cooked under high temperatures, 
high pressure and within a very short period of time. The temperatures are so high that the fish feed gets 
dried during the process.  
109 Case COMP/M.7015 –  Bain Capital/Altor/Ewos, Commission decision of 1 October 2013, 
paras.  17 - 18; Case COMP/M.3722 – Nutreco/Stoltnielsen/Marine Har vest, Commission decision of 
12 April 2005, paras. 20 –  24; Case COMP/M.2956 – CVC/PAI Europe/Provimi, Commission decision 
of 28 October 2002, para. 11.  
 
26 produced via dry extrusion technology. The Commission previously noted that the 
production processes, ingredients, distribution channels and customers were very 
different from other types of animal feed.110 The Commission considered that fish 
feed is extruded feed formulated for particular species of farmed fish.  
(112)  Within fish feed, no further distinction has been considered. The main ingredients 
are fishmeal, fish oil, vegetable protein, whole wheat, vitamins, and pigments. 
Different formulations of aqua feed are required for each species of fish and for the 
fish at each stage of its development but the main ingredients remain the same.111 
(113)  While in Nutreco/Stoltnielsen/Marine Harvest ,112 the existence of a distinct market 
of aqua feed for salmon was considered, the market investigation showed that it is 
very easy to switch the production of aqua feed specific for a certain type of farmed 
fish to the production of aqua feed for another one.113 In a more recent decision, 
the Commission also considered a separate market for fish feed, but did not further 
segment it according to d ifferent species. Instead, the Commission considered a 
market for the production and supply of complete compound fish feed for salmonid 
(salmon and trout) farmed fish.114 Ultimately, the Commission left the exact 
definition of the market open.  
(114)  A number of N CAs have also considered relevant markets for fish feed, without 
segmenting fish feed further according to species of fish.115 
4.1.3.2. The Notifying Parties’ view  
(115)  Nireus and Selonda are active in the production of fish feed. Further, all three of 
the Targets purchase and use fish feed for their fish farming activities. Based on 
their knowledge of the market, both from a supply and demand side perspective, 
the Notifying Parties do not consider it appropriate to further segment the market 
for fish feed.116 
(116)  The Notifying Parties submit that it would not be appropriate to further segment 
such a market due to the following reasons:  
(117)  From a demand side, it is not appropriate to further segment this market based on 
species of fish, since all dry fish feed is consumed by all species of fish. In general, 
                                                 
110 Case COMP/M.3722 –  Nutreco/Stoltnielsen/Marine Harvest, Commission decision of 12  April  2005, 
para. 22; Case COMP/M.6468 – Forfarmers/Hendrix, Commission decision of 16 March 2012, 
para.  27; Case COMP/M.2956 –  CVC/PAI Europe/Provimi, Commission decision of 28 October 2002, 
para. 11.  
111 Case COMP/M.7015 – Bain Capital/Altor/Ewos, Commission decision of 1 October 2013, para. 16; 
Case COMP/M.3722 –  Nutreco/Stoltnielsen/Marine Harvest, Commission decision of 12  April  2005, 
paras. 20 – 24. 
112 Case COMP/M.3722 – Nutreco/Stoltnielsen/Marine Harvest, Commission decision of 12  April 2005.  
113 Case COMP/M.3722 –  Nutreco/Stoltnielsen/Marine Harvest, Commission decision of 12  April  2005, 
para. 23 . 
114 Case COMP/M.7015 –  Bain Capital/Altor/Ewos, Commission decision of 1 October 2013, 
paras.  17 - 18. 
115 Case 619/2015, decision of 2 November 2015, paras. 53 and 62; case 575/VII/2013, decision of 
14 October 2013, paras. 68 and 77; and case 331/V/2007, decision of 23 February 2007, section  III.A. 
no.3.; case 16 -DCC -55, decision of 22 April 2016; case CM 5004 –  Nutreco Holding NV/Hydro 
Seafood GSP Ltd, decision of 22 December 2000, para. 2.79.  
116 Form CO, paragraph 367 and ff.  
 
27 customers demand the same product, irrespective of the type of fish concerned. 
Different fish farmers may use different feed mixtures for the same species of fish 
while the same feed may be fed to different species, e.g.  a producer of farmed 
seabream may have discovered that its fish respond best to mixture A, whereas 
another producer of farmed seabream may consider that its fish respond best to 
mixture B. This means that in practice, a number of fish farmers will request 
customised feed mixtures from their suppliers. Moreover, both fry and adult fish in 
principle eat the same dry fish feed.117 The most important difference is the size of 
the pellets or granules of the fish feed.  
(118)  From a supply side perspective, the Notifyin g Parties note that all producers of fish 
feed can produce fish feed for all relevant species. This is because all fish feed is 
produced as pellets that constitutes the same main ingredients: (i) fish meal, 
(ii) fish oil, (iii) vegetable protein, (iv) vita mins, and (v) pigments. Mixing or 
shaping fish feed does not require different assets, know -how or expertise based on 
the formula/mix or size/shape.  
4.1.3.3. The Commission’s assessment  
(119)  The market investigation results show that the market for fish feed should be 
segmented by species and by fry v ersus  adult fish. The majority of competitors that 
expressed an opinion in the market investigation consider that they or their 
customers view  fish feed for different fish species as different products fulfilling 
different needs.118 In addition, t he majority of competitors that expressed an 
opinion in the market investigation consider that they or their customers consider 
that fish feed may also be segmented by fry v ersus  adult fish.119  
(120)  However, given that t he Transaction would not raise serious doubts under any 
plausible segmentation, the Commission considers that the precise market 
definition could be left open and will assess the Transaction on the  overall  market 
for fish feed.  
4.1.3.4. Conclusion  
(121)  In light of the above, the Commission concludes that the precise market definition 
could be left open, as the Transaction would not raise serious doubts under any 
plausible market segmentation . Therefore, the Commission will assess the 
Transaction on the  overall  market for fish feed.   
4.1.4. Conclusion on product market definition  
(122)  In light of the above and taking the result of the market investigation and of all the 
available evidence into account, the Commission will assess the impact of 
Transaction on the following product markets: (i) the market  for the production and 
supply of farmed seabream/seabass including Turkish seabream/seabass at EEA 
and national level , (ii) the production and supply  of seabream/seabass fry, (iii) fish 
                                                 
117 For completeness, the Notifying Parties also submit that in the very early stages of evolution of the fish 
eggs into fully grown fry, the Mediterranean fry cannot yet eat fish feed. For those early stages of 
development, fry are fed “live feed” –  i.e. feed consisting of larvae and microorganisms usually found 
in the ocean/seas. None of the Parties produce or sell this kind of live feed.  
118 Reply to question 29 to questionnaire to competitors.  
119 Reply to question 30 to questionnaire to competitors.  
 
28 feed.  The extent to which Turkish Mediterranean farmed fish competes with 
Mediterranean farmed fish of Greek origin in the relevant M ember States will be 
discussed in the competitive assessment.  
4.2. Relevant g eographic markets  
4.2.1. Adult fish  
4.2.1.1. The Commission's and other authorities’ past practice  
(123)  The Commission has not assessed the  geographic scope of the market s for 
seabream and seabass  in previous cases . In relation to salmon, the Commission 
previously considered that the market for the production and sale of farmed salmon 
was EEA -wide, mainly because salmon is transported from its farming locations 
(Norway, Scotland and Ireland) all across the EEA and the rest of the world and 
transport costs do not appear to affect customers’ sourcing decisions to any 
appreciable extent. The Commission however did not exclude that the smoked 
salmon  market is national in scope due to different consumer preferences and the 
different role played by brands at Member State level.  
(124)  The Hellenic Competition Authority has considered the relevant geographic scope 
for the production and sale of fresh Mediterra nean farmed fish as being EEA -wide 
as well.120 
4.2.1.2. The Notifying  Parties' view  
(125)  The Notifying Parties submit that the geographic scope of the market for the 
production and sale of farmed Mediterranean fish is at least EEA -wide in scope but 
is more likely to also encompass at least Turkey, if not other Mediterranean 
countries as well,  for the following reasons. First, the vast majority of supply of 
bream and bass is coming from Greece and Turkey and is  delivered across  Europe. 
Second, price developments of European seabass and seabream over time follow 
very similar patterns across the main consuming countries . Third, th e transportation 
costs for shipping farmed fish are relatively low and shipping farmed 
Mediterranean fish from for instance Greece to countries within the EEA and the 
Mediterranean region can be done within 48 hours at relatively low cost. 
Andromeda, Nireus and Selonda achieve relatively low volumes of their turnover 
([…]) within Greece.121 
4.2.1.3. The Commission's assessment  
(126)  The market investigation in this case has provided some indications that the 
geographic scope of the market for the production and sale of farm ed 
Mediterranean fish may be narrower than EEA because the competition conditions 
vary to some  extent in different countries across the EEA.  Although it is true that 
seabream and seabass  are shipped from Greece (and Spain for Andromeda) to the 
various cons uming countries, there are a number of factors that would support a 
narrower geographic scope for the geographic market. The Commission has 
                                                 
120   See Case 619/2015, decision of 2 November 2015, paras. 65 –  68; ca se 575/VII/2013, decision of 
14 October 2013, paras. 131 – 133. 
121   Form CO, paragraphs 478- 486. 
 
29 assessed the scope of the geographic market for adult fish  in particular by analysing 
(a) how prices are set across the EEA; (b) different consumer preferences and 
consumption habits leading to various market shares of players (c) the strategy of 
players focusing on some countries as regards marketing actions and logistics. The 
Commission has in particular focused its a ssessment on the countries where the 
activities of the Parties overlap  to a significant extent, namely Greece, Italy, Spain, 
Portugal and France.  
(127)  First, the market investigation has shown that prices of farmed seabream  and 
seabass  sold to wholesalers and t o retailers may to some extent vary from one 
country to the other . Competitors have indicated during the market investigation 
that as  selling prices depend on origin of product and logistic cost to reach 
destination within EEA,122 there may be significant variations of prices across the 
EEA. As explained by one competitor, “ [f]or whole fish there are different prices 
depending on the country because of logistic costs. For instance, the transportation 
cost from Greece to Spain or England is significantly higher than the one for 
Italy”.123 Another competitor has explained in relation to sales to retailers : “Yes 
depending on the country there are differences of selling prices to retailers for the 
main reason of freshness and logistic cos t“.124 
(128)  Customers having responded to the market investigation have in general confirmed 
these differences in prices between  EEA countries. As explained by a Portuguese 
retailer “[p] rices differ from country to country, from supplier to supplier, 
according to local availability, and the valuation that each producer gives to his 
fish”.125 A Greek customer submitted that “ there are differences for example 
between Greece Italy purchasing product at list 0,50 euros per kilo”.126 Another 
Portuguese retailer has describ ed the process through which the price is set 
between the retailer and the supplier and highlighted its national dimension: “The 
process through fish is purchased begins with the sales operations in a given 
country requesting to purchase a specific volume for that country. Then the 
sourcing organisation goes out and requests price quotes for the specific volume 
requested for the specific country ”.127 
(129)  The Parties have provided the  Commission with transaction data on seabream  and 
seabass  sales. […]128. Overall, these observations do not enable the Commission to 
reach a firm conclusion on the scope of the geographic market.  
(130)  Second, while it is correct that most producers of farmed seabream  and bass  sell 
across Europe, the consumption patterns of seabream  and bass differ considerably 
across Europe, notably in the main consuming countries, highlighting a certain 
degree of differentiation across EEA countries. For example, Italy sources more 
than half of its  seabream  and seabass  consumption from Greece whilst local 
production plays a minor role. By contrast, the majority of the seabass  consumed in 
Spain is sourced in Spain and this is the case for a significant share (between 
                                                 
122 Questionnaire Q2 to competitors, questions 35 to 40.  
123   Questionnaire Q2 to competitors, question 35.  
124  Questionnaire Q2 to competitors, question 35.  
125   Questionnaire Q1b to customers, question 26.  
126   Questionnaire Q1a to  customers, question 25.  
127  See agreed non -confidential minutes of a call with a customer on 18 January 2019.  
128  […]. 
 
30 40 and 50%, depending on season) of the seabream .129 Spain is a major exporter to 
Portugal and F rance whilst Greece accounts for the majority of exports to Italy and 
Turkish fish is primarily targeted to Northern Europe. These differences are also 
linked to the unequal familiarity with the product across Europe as explained by 
one competitor : “Northe rn countries are less familiar with Mediterranean fish and 
usually have a preference for processed fish (hence the dominance in the markets 
of Germany, northern France, and the UK of Turkish fish which can be processed 
more competitively than Greek fish) ”.130 Freshness is also an important factor in 
that regard because these differences also depend on how close to the end EEA 
market  the fish is produced. As such, French farmed fish will be preferred in 
France and Spanish in Spain. 
(131)  These variable consumption patterns are reflected in  different market shares in the 
main consuming countries. For example, Andromeda  has a share of [0 -5]% in 
France for bream  and bass together,  but its share in Spain is […] ([10-20]%). This 
is also the cas e for Nireus whose market share for bream and bass are [20- 30]% in 
Greece and France but around [0 -5]% in Czechia and Poland. Finally Selonda has a 
market share for bream and bass in Portugal  ([30-40]%) which is […] than its 
market share for bream and bass  in Spain ( [5-10]%). These discrepancies in the 
market shares of the main players may indicate  that different competitive 
conditions exist across different Member States . 
(132)  Third, during the market investigation the Commission found evidence that the 
Parties  are carrying out strategies that are particularly targeted at specific countries 
[…]. Such targeted strategies are in the Commission’s view indicative of different 
conditions of competition in the countries in question, notably in relation to prices. 
For example, […].131 […]132 […].133 […].134 Although these companies serve 
customers in the whole of Europe, they may shift their focus on some specific 
countries depending on business opportunities. 
(133)  In conclusion, the Commission considers that, for the purposes of this Decision, it 
is appropriate to assess the farmed Mediterranean fish  market s at both national 
level , given the degree of differentiation of these markets, and at a  broader EEA 
level. In any event, the exact scope of the geographic market definition can be left 
open in this case because the concentration raises serious doubts  under either of the 
alternative market definitions . 
4.2.2. Fry 
4.2.2.1. The Commission's and other authorities ’ past practice  
(134)  The Commission has not assessed in previous cases the scope of the geographic 
market as regards seabream  fry and seabass  fry. As regards salmon, in 
Nutreco/Stolt Nielsen/Marine Harvest, the Commission considered that the 
geographic market for smolts (which are  salmon fry) was confined to areas where 
                                                 
129  Seabass  and seabream , Monthl y reports by Kontali.  
130  Questionnaire Q2 to competitors, questions 34.  
131  […]. 
132   […]. 
133  […]. 
134   […]. 
 
31 farmed salmon companies were active (i.e. Ireland, the United Kingdom and 
Norway). The Commission also found that some smolts were traded between those 
areas, albeit to a limited extent. However, the Commission ultimately left open the 
exact scope of the geographic market.135 
(135)  The Hellenic Competition Authority has considered a geographic market for fry 
which was at least national in scope but possibly wider. In this respect, the Hellenic 
Competition Authority also cons idered other geographic markets, which included 
the EEA (and possibly Turkey).136 
4.2.2.2. The Notifying Parties' view  
(136)  The Notifying Parties  consider that any market for the supply of Mediterranean fry 
should not be viewed on a national basis but would naturally comp rise at least the 
Mediterranean area, including EEA and non- EEA countries. The Notifying Parties 
reach this conclusion on the basis of existing trade flows of fry in the 
Mediterranean basin  (producers from EEA countries, including the three Targets, 
export  fry to other non-  EEA Mediterranean countries)  as well as on low 
transportation costs .137 
4.2.2.3. The Commission‘s assessment  
(137)  The market investigation has provided evidence that smaller fish farmers  which do 
not have breeding and fry producing capacities  are sourcing their fry from various 
producers located in Europe. Notably French producers such as Fermes Maritimes 
du Douhet is delivering seabream  fry to Croatia, Portugal and Italy whilst 
Pannitica, an Italian fry producer, is active in fry supply in Spain and in Croatia. As 
regards the Parties, […] .138 
(138)  The market investigation has shown that non- EEA producers have not been 
identified as suppliers of fry for EEA farmers who do not have breeding capacity, 
which indicates that the geographic scope of the fry  market is at most the EEA. 
Moreover, according to the results of the investigation, small Greek farmers are in 
general supplied by Greek fry producers (notably the Parties): this is almost 
exclusively the case for seabream , while for bass a minority of Gr eek farmers also 
procure fry from non- Greek suppliers.139 Small Greek farmers have also submitted 
in the market investigation that geographic proximity is an important parameter in 
their choice of fry supplier.140 These factors would therefore point to a narrower 
scope of the geographic market for fry (potentially national as regards Greece).  
(139)  In conclusion, the Commission considers that, for the purposes of this Decision, it 
is appropriate to assess the Mediterranean fry market s at the national level, given 
the degree of differentiation of these markets, and at the broader EEA level. In any 
event, the exact scope of the geographic market definition can be left open in this 
                                                 
135   Case COM/M.3722 Nutreco/Stolt Nielsen/Marine Harvest, paragraph 29.  
136   See Case 619/2015, decision of 2 November 2015, paras. 69 –  70 and 85; case 575/VII/2013, decision 
of 14 October 2013, paras. 135 and 199.  
137   Form CO, paragraphs 403- 407. 
138   Form CO, pa ragraph 406.  
139   Questionnaire Q2 to competitors, questions 44.  
140  Questionnaire Q2 to competitors, questions 48.  
 
32 case because the concentration raises serious doubts under either of the alternative 
market definitions . 
4.2.3. Fish feed (vertical relationships)  
(140)  The Commission has previously considered the market for aqua feed to be national, 
mainly because of the high transport costs, but also consider that the market for 
aqua feed for salmon is in a progress of being regionalised with a distinct market 
for the North Sea basin.141  
(141)  National competition authorities have thus far considered national markets for 
different markets for dry fish feed, mainly on the basis of the low level of fish feed 
imports (at or below 5 %). The Hellenic Competition Authority for instance has 
considered a national fish feed market for Greece, but left the exact definition of 
the market open.142 The market investigation did not provide any indication 
signalling the need to depart from this ge ographic definition. 
(142)  For the purposes of the present case, the exact definition of the relevant market can 
be left open as the concentration does not result in any competition concerns 
regardless of the geographic market definition. 
5. COMPETITIVE ASSESSMEN T  
5.1. Analytical framework   
(143)  Pursuant to Article 2(2) and 2(3) of the Merger Regulation, the Commission is 
required to examine whether notified concentration s are to be declared compatible 
or incompatible 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.  
(144)  In this respect, a merger may entail horizontal and/or non- horizontal 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 concerned. Non- horizontal effects are those deriving from a 
concentration wher e the undertakings concerned are active in different relevant 
markets.  
(145)  The Commission appraises horizontal effects in accordance with the guidance set 
out in the relevant notice, that is to say the Horizontal Merger Guidelines .143 
Additionally, the Commission appraises non- horizontal effects in accordance with 
                                                 
141   Case COMP/M.7015 –  Bain Capital/Altor/Ewos, Commission decision  of 1 October 2013, 
paras.  30 - 32; and case COMP/M.3722 –  Nutreco/Stoltnielsen/Marine Harvest, Commission decision 
of 12 April 2005, paras. 30 –  31. 
142  Case 619/2015, decision of 2 November 2015, para 73; case 575/VII/2013, decision of 
14 October  2013, para. 136 – 138. However, in an earlier decision, the Helleni c Competition 
Commission found that the geographic scope of the market for fish feed was at least EEA -wide, see 
case 331/V/2007, decision of 23 February 2007, section III.B.  
143   Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guid elines"), OJ C 31, 05.02.2004.  
 
33 the guidance set out in the relevant notice, that is to say the Non- Horizontal Merger 
Guidelines .144 
(146)  Paragraph 25 of the Horizontal Merger Guidelines distinguishes two ways in which 
mergers between actual or potential competitors on the same relevant market may 
significantly impede effective competition, namely non -coordinated and 
coordinated effects .145 
(147)  Under the substantive test set out in Article 2(2) and 2(3) of the Merger Reg ulation, 
mergers that do not lead to the creation or the strengthening of the dominant 
position of a single firm may also be incompatible with the internal market. T he 
Merger Regulation provides that " under certain circumstances, concentrations 
involving t he elimination of important competitive constraints that the merging 
parties had exerted upon each other, as well as a reduction of competitive pressure 
on the remaining competitors, may, even in the absence of a likelihood of 
coordination between the members of the oligopoly, result in a significant 
impediment to effective competition ".146 
(148)  The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant horizontal non- coordinated effects are likely to result 
from a mer ger, such as the large market shares of the merging firms, the fact that 
the merging firms are close competitors, the limited possibilities for customers to 
switch suppliers, or the fact that the merger would eliminate an important 
competitive force. That list of factors applies equally, regardless of whether a 
merger would create or strengthen a dominant position, or would otherwise 
significantly impede effective competition due to non -coordinated effects. 
Furthermore, not all of these factors need to be present to make significant non-
coordinated effects likely and it is not an exhaustive list .147  
(149)  Finally, the Horizontal Merger Guidelin es describe a number of factors w hich 
could counteract the harmful effects of the merger on competition, including  buyer 
power, entry and efficiencies.  
(150)  In the present case, t he Parties ' activities give raise to horizontally affected markets 
in relation to (i) the production and sale of (adult) farmed Mediterranean fish and 
(ii) the production and sale of Mediterranean fish fry .  
(151)  As regards non- horizontal mergers, two broad types of such mergers may be 
distinguished: vertical mergers and conglomerate mergers.148 Vertical mergers 
                                                 
144 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 265/6, 18.10.2008.  
145   In the present decision , the Commission has not found evidence that the Transaction would raise 
serious doubts as regards its compatibility with the internal market with respect to coordinated effe cts 
in any of the horizontally affected markets. During the market investigation, the Commission received 
no concerns about possible anti -competitive coordinated effects  arising from the Transaction.  
146   Recital 25 of the Merger Regulation  Similar wording i s also found in paragraph 25 of the Horizontal 
Merger Guidelines.  
147   Horizontal Merger Guidelines, paragraph 26.  
148  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, 
paragraph 3.  
 
34 involve companies operating at different levels of the supply chain.149 
Conglomerate mergers are mergers between firms that are in a relationship, which 
is neither horizontal (as competitors in the same relevant market) nor vertical (as 
suppliers or customers).150  
(152)  In the present case, v ertically affected markets arise between the Parties's upstream 
activities in fry and in fish feed (only Nireus and Selonda) and their downstream 
operations in the production and sale of adult fish.  
5.2. Horizontal assessment: Adult fish   
5.2.1. The Notifying Parties ’ view  
(153)  In the Notifying Parties’ view,  the concentration does not give rise to  any 
significant impediment to competition  in relation to farmed Med iterranean fish .  
(154)  First, the Notifying Parties submit that a number of alternative fish farmers will 
still be active in the production of farmed Mediterranean fish after the merger , 
some based within the EEA and others outside it (in particular in Turkey) . Second, 
according to the Notifying  Parties , customers have significant bargaining power 
and can switch away easily  as they are not bound by long- term contracts . 
Customers’ buyer power vis -à-vis fish farmers arise s from the specificities of the 
farming process and from the specificities  of the resulting product.151 Third, the 
Notifying Parties submit that customers  typically source from more than one 
supplier at any given time  and can therefore switch easily between suppliers.  
5.2.2. The Commission ’s assessment at EEA -wide level  
5.2.2.1. Market shares  and market structure   
(155)  On the potentially  relevant EEA -wide markets for the produc tion and sale of 
farmed Mediterranean fish, the Targets ’ combined market share would be as shown 
in the Tables below.  
Table 1: Volume  market shares for adult  farmed Mediterranean  fish, all species  (EEA )  
Year  Market size  
(T) Andromeda  Nireus  Selonda  Combined  
2015  235 500  [5-10]% [10-20]% [5-10]% [20-30]% 
2016  255 700  [5-10]% [10-20]% [10-20]% [20-30]% 
2017  273 510  [5-10]% [10-20]% [10-20]% [20-30]% 
Source: Parties  
                                                 
149   Non-Horizontal Merger Guidelines, paragraph 4.  
150 Non-Horizontal Merger Guidelines, paragraph 5.  
151 At a certain point in time, a fish must be harvested because it would otherwise become too big to sell 
and too expensive to maintain. Further, once a fish is harvested it should be delivered to the customer 
[…]. 
 
35 Table 2: Volume  market shares for adult  farmed Mediterranean  seabream  (EEA )  
Year  Market size 
(T) Andromeda  Nireus  Selonda  Combined  
2015  116 600  [5-10]% [10-20]% [10-20]% [20-30]% 
2016  122 390  [0-5]% [10-20]% [10-20]% [20-30]% 
2017  133 200  [0-5]% [10-20]% [10-20]% [30-40]% 
Source: Parties  
Table 3: Volume  market shares for adult  farmed Mediterranean  seabass ( EEA )  
 Market size 
(T) Andromeda  Nireus  Selonda  Combined  
2015  115 240  [0-5]% [10-20]% [5-10]% [20-30]% 
2016  128 400  [0-5]% [10-20]% [5-10]% [20-30]% 
2017  135 120  [0-5]% [10-20]% [5-10]% [20-30]% 
Source: Parties  
5.2.2.2. Competitive assessment 
(156)  While the Targets ’ combined market shares at EEA -wide level appear to remain 
relatively moderate, [20-30]% depending on the fish species , there are strong 
indications  suggesting  that such market share  figures do not fully reflect  the 
Targets ’ actual combined market power in the EEA  and that the concentration  risks 
giving  rise to a significant reduction in competition . 
(157)  First, the merged entity resulting from the concent ration  would be the clear market 
leader among suppliers of farmed Mediterranean fish  in the  EEA , with the second 
largest player remaining far behind , both in terms of harvested volumes  and in 
terms of production capacity .152The market would become significan tly more 
concentrated than it currently is  and the means of production would be to a large 
extent concentrated in the Targets’  hands .  
(158)  Second , the Commission’s investigation has shown that the Targets  are particularly 
close competitors in a differentiated market . The Targets  indeed appear to  
compete more closely with each other than they do with other fish farmers located 
inside and especially outside the EEA . Not all remaining competitors appear to be 
competing equally head -to-head with the Targets . Several observations can be 
made based on the results  of the Commission’s investigation.  
(159)  Firstly, the  Targets  are currently  the three main  fish farmers  producing in Greece . 
Greece in turn  is the main country of origin for Mediterranean farmed fish sold in 
the EEA, with the consumption of Greek farmed fish  accounting for ca. [30-50]% 
of the total consumption for Mediterranean farmed fish  in the EEA.  Together, the 
Targets  would control  more than [60- 70]% of t he relevant  Greek production  
capacity . 
                                                 
152   The Notifying Parties have not been able to provide market shares for their competitors. […] . 
 
36 (160)  Second ly, when asked which competitor competes  most  closely  with each of the 
Targets , the vast majority of respondents to the Commission’s market 
investigation , regardless of their country of origin, cited one of the other two 
Targets  as competing most closely with each Target . More specifically, Nireus was 
cited most and Selonda second most as closest competitor to Andromeda; Selonda 
most and Andromeda second most as closest competitor to Nireus; and Nireus most 
and Andromeda second most as closest competitor to Selonda153.  
(161)  Third ly, competitors based outside the EEA ( specifically  in Turkey) appear unable 
to compete as effectively  as the Targets  do in the EEA . As discussed in 
paragraph s (62)  through (90) on product  market definition, Turkish imports face a 
number of factors which may diminish  their ability to compete in the EEA as 
effectively as  the Targets  do. These factors include in particular the following:  
 a perception  among  some  buyers and consumers, in particular in southern 
countries of the EEA, that fish farmed in Turkey is  of lower qualit y and/or 
freshness;  
 the loss of ca. 1- 2 days of shelf life due to longer transportation and delays 
incurred through phyto- sanitarian checks performed at the EEA border upon 
entrance.  
(162)  In addition, Turkish producers may face significant insecurity regarding their 
continued ability to compete, effectively or at all, in the EEA in the future. In 
particular, the possibility of import  duties being imposed on Turkish fish may 
negatively impact Turkish producers  to compete in the EEA going forw ard. 
(163)  It may be stressed  that if Turkish imports of Mediterranean farmed fish were to 
disappear in whole or in part from the EEA markets, this would considerably 
inflate the Targets’ combined market share. In fact, without Turkish imports into 
the EEA markets, the Targets ’ current combined market share in the EEA would, 
based on the Parties’ estimates,  amount to 35-45% overall . Such market share 
levels suggest that absent the current levels of Turkish imports, the future of which 
is uncertain,  the merged ent ity may dominate the EEA markets for farmed 
Mediterranean fish.   
(164)  Fourthly , each of the Targets  is vertically integrated upstream with their own fry 
production and sales of fry to third parties . Whereas some of the Targets ’ 
competitors also have integrated fry pr oduction, other do not. As the Targets  
themselves confirm, the competitive pressure exerted by such smaller farms which 
do not have breeding and fry producing capacities is more limited. In addition, as 
discussed above in paragraphs (221)  et seq ., two of the Targets  have particularly 
strong genetic programmes for Mediterranean fry.  
(165)  Fifthly , the Commission has found in its investigation strong indications that the 
concentration  risks to  lead to a significant and lasting increase in the prices for 
farmed Mediterranean fish.  In particular , most  respondents to the Commission’s 
market investigation considered  that the concentration  would have an effect on 
                                                 
153   Replies to Questions 36 -38 of Q1a, Q1b and Q1c to customers and Questions 59- 61 of Q2 to 
competitors.  
 
37 their business154. Most  respondents  also considered that the concentration would 
have an effect on the price of fish and a significant number of them expressly stated  
that it would lead to higher prices155.  
(166)  In particular, one  customer stated  “The companies joining together  already supply 
most of the market. They will reach a more powerfull (sic) position in the market 
and can dictate prices and outperform smaller competitors easier. As a result, 
price increases will follow ”156. Another customer explained: “ With this acquisition, 
this will be a super group, which will control in the European Union, almost all 
bass and bream production, which will result in a total control of prices, leading to 
an imbalance of negotiation capacity ”157. Yet another customer stated: “The 
transaction could determine in Greece a concentration of farmed fish in the hands 
of only one Company and generate a generalized increase in purchase prices also 
in other farmers’ countries because up to now Greece has applied very aggressive 
prices. All this will also result in an increase in sales prices ”158. One competitor 
identified a “ positive effect ” for its own business, “ because  [the Parties] will act in 
the future as a single company and so they will not compete between themselves 
which gradually will end up in an increase of price ”159.  
(167)  Moreover , a number of  internal documents of the Targets ’ to which the 
Commission has had access in the context of its investigation contain statements 
that appear to confirm th e Targets ’ ability to increase prices in a la sting  way. 
(168)  For instance, in one  document from Amerra , […]160. Another document from 
Amerra […]161: 
Figure 2 - Excerpt from an internal document  
[…] 
(169)  A document prepared by Mubadala […]162.  
(170)  Moreover , the Commission has not found any credible evidence  that the risk of a 
significant loss of competition resulting from the concentration  would be 
adequately offset by future  new entries  onto the market . On the contrary , when 
asked whether they expect new suppliers to enter the market in the  near future, an 
overwhelming majority of respondents to the Commission’s market investigation 
replied  that they did not expect any such entry to occur163. 
                                                 
154   Replies to question 45 of Q1a, Q1b and Q1c to customers and to question 82 of Q2 to competitors.  
155 Replies to question 47 of Q1a, Q1b and Q1c to customers and to question 84.3 of Q2 to competitors.  
156 Reply to question 45.1 of Q 1c to customers.  
157  Reply to question 45.1 of Q1b to cu stomers.  
158  Reply to question 49 of Q1a to customers.  
159  Reply to question 84.3 of Q2 to compe titors.  
160  […].  
161  […]. 
162   […]. 
163  Replies  to question 44 of Q1a, Q1b and Q1c to customers and replies to question 81 of Q2 to 
competitors.  
 
38 (171)  The low likelihood of future new entries is in line with the high barriers to entry in 
the sector. The barriers to entry are set out in some detail in an internal document 
prepared by Mubadala, […] : 
Figure 3 - Excerpt from an internal document  
[…] 
(172)  Finally, even assuming that  new licences for the running of fish farms will be  made 
available by the Greek authorities in the future  in the context of the multiannual 
national aquaculture plan164, it is likely that such licences would be attributed to a 
significant extent to the Targets  – likely proportionately to their current share in 
Greek production.  
5.2.3. The Commission ’s assessment at national level  
(173)  The Commission has also assessed the impact of the concentration at national level. 
Table 4 below provides mar ket shares at national level in the affected markets in 
the EEA for all Mediterranean fish combined. A distinction according to the 
species of fish ( seabream  and seabass ) would not bring significantly different 
numbers. 
5.2.3.1. Market shares  and market structure  
(174)  This Transaction gives rise to horizontally affected markets in relation to the 
Targets ' activities in farmed Mediterranean fish  in 11 European countries .165  
(175)  The table below lists the countries where the effects of the concentration are likely 
to be more pr onounced for farmed Mediterranean fish  due to the combined market 
share of the Targets  in all types of far med Mediterranean fish or the extent of the 
overlap. In these countries, t he Targets ' combined market share  ranges 
from  [20- 30]% (Germany)  to [50- 60]% (Portugal).  
                                                 
164   See memorandum from the Notifying  Parties “Greek Government perspective “submitted on 
4 November 2018.  
165  In addition to the 9 countries listed in the Tab le below (Greece, Italy, Portugal, France, Spain, the 
Netherlands, Germany, Czechia and Poland), t he concentration  also gives rise to horizontally affected 
markets in Denmark (for seabass) and in Romania (for seabream). In Austria, Latvia, Luxembourg and 
Slovakia, only one of the merging parties is active with a market share above 20%.  
 
39 Table 4: National volume  market shares for adult farmed Mediterranean fish (2017)  
 Market 
size in 
tonnes  Andromeda  Nireus  Selonda  Combined  
Greece  27 620  [5-10]% [20-30]% [10-20]% [40-50]% 
Italy  79 970  [5-10]% [5-10]% [10-20]% [20-30]% 
Portugal  18 470  [5-10]% [10-20]% [30-40]% [50-60]% 
France  27 510  [0-5]% [20-30]% [5-10]% [30-40]% 
Spain  52 390  [10-20]% [5-10]% [5-10]% [20-30]% 
The Netherlands  10 990  [0-5]% [5-10]% [10-20]% [20-30]% 
Germany  14 000  [0-5]% [10-20]% [5-10]% [20-30]% 
Czech ia 370 [30-40]% [0-5]% [0-5]% [30-40]% 
Poland  650 [0-5]% [0-5]% [20-30]% [20-30]% 
Source: Notifying Parties – Note : Sales from Turkish producers are included in the market 
size estimates  
(176)  The Commission considers that, following the Transaction, the Targets  would 
obtain a combined market share above 30% in several EEA countries , notably in 
Greece, Portugal, France and Czechia. The Commission has also carefully analysed 
the Italian market, t o the extent that Italy has the highest consumption of  farmed  
Mediterranean fish in Europe and account s for [20-30]% of the EEA -wide  market 
for farmed Mediterranean fish . The Commission has therefore assessed these 
markets more in detail.  
5.2.3.1.1. Greece  
(177)  Based on an assessment at national level, there are strong indications suggesting 
that the concentration  would significantly reduce competition on the market in 
Greece in particular.  
(178)  First, in Greece, country of origin of all three of the Parties, the com bined market 
share of the Targets  would be very high, at [40- 50]% for all Mediterranean farmed 
fish. The Notifying parties have provided updated market shares in the course of 
the investigation after they realized  that part of th e Greek  sales were in reali ty sales 
to Italian wholesalers directly picked up in Greece by Italian customers . On that 
basis, the combined market share of the P arties would remain significant in Greece 
around [30- 40]%. 
(179)  Second, a s discussed above in the assessment at EEA -wide level, t he Targets 
compete closely. This is particularly the case in Greece, due to the fact that the 
Targets  are the three main Greek players producing in Greece . 
(180)  Third, a  number of Greek respondents to the Commission's market investigation 
have expressed strong concerns  with the concentration, highlighting their 
 
40 expectation that prices would increase as a result of the concentration166. Some 
Greek competitors, although not apparently raising concerns with the 
concentration , in fact consider that it will be beneficial to their business as prices 
might rise  in the overall market167.  
(181)  Fourth, as discussed above in the assessment at EEA -wide level  in relation to 
South- East Europe , it is uncertain whether Turkish imports are and w ill remain able 
to compete as effectively as the Targets  do in the EEA. This is especially true for 
Greece, where the Commission's market investigation has shown that consumer 
preferences are particularly unfavourable to Turkish imports . 
(182)  Fifth, as discusse d above in the assessment at EEA -wide level, no new entries can 
be expected to mitigate the effects of the concentration.  
(183)  For these reasons, based on an assessment at national level, the Commission has 
serious doubts regarding the compatibility of the con centration  with the internal 
market specifically regarding Greece because it is likely that the concentration 
would eliminate an important competitive constraint and result in non -coordinated 
effects on product and price competition.  
5.2.3.1.2. Italy 
(184)  Although the combined market share of the Targets  appears to remain relatively  
moderate ([20-30]% in volume after the update of Greek sales mentioned above),  
the Commission’s investigation has shown that the concentration nevertheless risks 
to significantly reduce competition on the market in Italy.   
(185)  First, as discussed above in the ass essment at EEA -wide level, the Targets  compete 
closely. This is also the case in Italy , particularly in the absence of a strong local 
player to challenge the Targets . 
(186)  Second, a  number  of Italian respondents to the Commission's market investigation 
have expressed strong concerns with the concentration . Both customers from the 
wholesale and from the retail channel in Italy have indicated that they expect prices 
to increase following the concentration168.  
(187)  Third , as discussed above in the assessment at EEA -wide level  in relation to South-
East Europe , it is uncertain whether Turkish imports are and will remain able to 
compete as effectively as the Targets do in the EEA. This is especially tru e for 
Italy, where the Commission's market investigation has shown that consumer 
preferences are particularly unfavourable to Turkish imports. 
(188)  Fourth, as discussed above in the assessment at EEA -wide level, no new entries can 
be expected to mitigate the ef fects of the concentration.  
(189)  For these reasons, the Commission has serious doubts regarding the compatibility 
of the concentration  with the internal market specifically regarding Italy  because it 
                                                 
166  Replies to question 47 of Q1a to customers.  
167  Reply to question 84.3 of Q2 to compe titors.  
168  Replies to question 47 of Q1a to customers.  
 
41 is likely that the concentration would eliminate an importan t competitive constraint 
and result in non- coordinated effects on product and price competition.  
5.2.3.1.3. Portugal  
(190)  Based on an assessment at national level, there are strong indications suggesting 
that the concentration  would significantly reduce competition on the  market in 
Portugal in particular.  
(191)  First,  the combined market share of the Targets  is very high ( [50-60]% all species 
combined), above the threshold at which dominance is presumed to exist.  
(192)  Second, as discussed above in the assessment at EEA -wide level, the Targets  
compete closely. This is also the case in Portugal, particularly in the absence of a 
strong local player to challenge the Targets . 
(193)  Third, a number of Portuguese respondents to the Commission's market 
investigation have expressed strong concerns with the concentration . Customers 
based in Portugal have indicated that they expect prices to increase following the 
concentration .  
(194)  Fourth, a s discussed above in the assessment at EEA -wide level, no new entries can 
be expected to mitigate the effects of the concentration.  
(195)  For these reasons, the Commission has serious doubts regarding the compatibility 
of the concentration  with the internal mar ket specifically regarding Portugal  due to 
non-coordinated effects, because it is likely that the concentration would create a 
dominant position.  
5.2.3.1.4. France  
(196)  Based on an assessment at national level, there are no strong indications suggesting 
that the concentration  would significantly reduce competition on the market in 
France in particular.  
(197)  First, the combined market share of the Targets  in France remains below 40%.  
(198)  Second, although the Targets  compete closely in France as wel l, a significant 
competitive cons traint appears to be exerted by French and Spanish suppliers, on 
the one hand, and by Turkish imports, on the other. In particular, a number of 
French retailers do not purchase Mediterranean fish from the P arties, […] . 
(199)  Third, French  respondents to the Comm ission's market investigation did not 
express  strong concerns regarding  the competitive impact of the Transaction .  
(200)  For these reasons, the Commission does not have  serious doubts regarding the 
compatibility of the concentration  with the internal market specifically regarding 
France.  
5.2.3.1.5. Czechia 
(201)  Based on an assessment at national level, there are no strong indications suggesting 
that the concentration  would significantly reduce competition on the market in 
Czechia in particular.  
 
42 (202)  First, the combined market share of the Targets  in Czechia remains below 40%. 
The total fish consumption in Czechia is much lower  than in the other countries 
analysed, and the market for Mediterranean  fish in Czechia appears particularly 
small. Nireus and Selonda together haver only sold […]  of Mediterranean fish in 
Czechia in 2017.  
(203)  Second, although the Targets compete closely in Czechia as well, the competitive 
constraint exerted by Turkish imports a ppears to be significantly more important 
than in Member States such as Greece and Italy.   
(204)  Third, Czech respondents to the Commission’s market investigation did not express 
any concerns regarding  the competitive impact of the Transaction .  
(205)  For these reason s, the Commission does not have serious doubts regarding the 
compatibility of the concentration  with the internal market specifically regarding 
Czechia. 
5.2.3.1.6. Other Member States  
(206)  Based on an assessment at national level, there are no strong indications suggestin g 
that the concentration would significantly reduce competition on the market in any 
of the other Member States w here the market may be affected  (Spain, Germany, the 
Netherlands and Poland for farmed Mediterranean fish overall , as well as Denmark 
for seabass and Romania for seabream ).  
(207)  First, in each of these other Member States, the combined market share of the 
Targets  remains relatively moderate, below 30%.  
(208)  Second, a lthough the Targets  are close competitors in such other Membe r States as 
well, based on t he results of the Commission’s market investigation, the 
competitive constraint exerted by Turkish imports in those countries appears 
significantly stronger than in Member States such as Greece and Italy , notably as 
regards Poland, the Netherlands and Germ any. As regards Spain, between  40 and 
50% of the seabass and seabream consumed in Spain originates from Spanish 
farms, notably from competitors of the parties such as Culmarex.169 
(209)  Third, respondents from these countries to the Commission’s m arket investigation 
did not raise strong objections against the concentration .  
(210)  For these reasons, the Commission does not have serious doubts regarding the 
compatibility of the concentration  with the internal market specifically regarding 
any other Member States .  
5.2.3.2. Conclusion 
(211)  In view of the reasons set out in paragraphs (153)  through (173)  above , the 
Commission  considers that the concentration  raises serious doubts as regards it s 
compatibility with the internal market in  the markets for the production and sale of 
farmed Mediterranean seabream and of farmed Mediterranean s eabass in the EEA , 
and in particular in Greece and Italy and Portugal because the concentration would 
                                                 
169  Among the P arties, only An dromeda ha s farms in Spain.  
 
43 eliminate important competitive constraints on parties which are close competitors 
in the fish market .  
5.2.4. Horizontal assessment: Fry  
5.2.4.1. The Notifying Parties’ view  
(212)  The Notifying Parties submit that the production of fry forms  part of the overall 
process of fish farming and should not be considered as a separate market activity. 
For example,  […] . 
(213)  Moreover, according to the Notifying Parties, many farmers  that are not currently 
vertically integrated are expected to vertically integrate through acquisitions (of 
shares or assets) by larger operators. This happened with a significant number of 
smaller players in recent years. The Notifying P arties submit that potential 
competitors can easily enter the market for the production of fry, particularly since 
there are no significant barriers in place that could restrict competitors (or non -
vertically integrated customers) from for setting up their own hatcheries.  
(214)  The Notifying Parties also note that fry is a relatively minor input for the 
production of fish (accounting for only a small proportion of total costs of fish 
production; between […] %). Given that fry represents such a small cost element 
for the total produ ction of fish and these multiple alternative sources, a supplier of 
fry has no leverage, through such a supply relationship, over a customer of fry.  
(215)  Finally, for customers who currently purchase some of their fry requirements from 
the Targets, there will r emain a number of alternative suppliers of Mediterranean 
fry available to fish farmers, including Greek producers of fry ( namely  Galaxidi, 
Bitsakos Hellenic and Plangton) , French fry producer  FMD and other suppliers in 
Italy, Spain, Turkey and Tunisia ).  
5.2.4.2. Market shares and market structure  
(216)  Table 5 lists the Parties' and main competitors’ market shares for the sale of 
Mediterranean fry on a potential EEA and Mediterranean basi n market. The 
combined share of the Parties is [20- 30]% in 2016- 2017 ( [30-40]% for seabream 
and [20- 30]% for seabream) and [20- 30]% in 2018.  
(217)  The Notifying Parties submit that, due to the absence of reliable data sources to 
estimate the total market size in the EEA, they are unable to provide reliable 
market shares for an EEA only market (excluding the non- EEA countries in the 
Mediterranean basin).  
(218)  The Commission notes that about 50% of the market is accounted for by two 
Turkey -based producers , Kilic and G umusdoga. The Commission also notes that 
none of the EEA fry customers that replied to its questionnaire mentioned Turkish 
producers among their current  or potential suppliers they would switch to in case of 
a supply shortage  or a significant price increas e of their current fry suppliers.170  
                                                 
170  See replies to Q44, Q45, Q46 and Q47 of eQ2.  
 
44 (219)  If, on this basis, sales of Turkey based suppliers were removed from the total 
market, the Commission estimates that the total market size would drop 
to 188 million pieces of fry and therefore the Parties’ combined market share in the 
EEA plus Mediterranean basin  would increase to [60- 70]% in 2018 ( [60-70]% for 
seabream and [40- 50]% for seabass in 2017).  
Table 5: Sales shares  for all fr y in the E EA plus the Mediterranean basin , including 
Turkish imports   
 2016  2017  2018  
 Pieces 
(mio)  Market 
share Pieces 
(mio)  Market 
share Pieces 
(mio)  Market 
share 
Andromeda  […] [5-10]% […] [10-20]% […] [10-20]% 
Nireus  […] [5-10]% […] [5-10]% […] [5-10]% 
Selonda  […] [5-10]% […] [5-10]% […] [5-10]% 
Combined  […] [20-30]% […] [20-30]% […] [20-30]% 
Kilic  […] [40-50]% […] [40-50]% […] [50-60]% 
Panittica  […] [5-10]% […] [5-10]% […] [5-10]% 
FMD  […] [0-5]% […] [0-5]% […] [5-10]% 
EMG  […] [0-5]% […] [0-5]% […] [0-5]% 
Gumusdoga  […] [0-5]% […] [0-5]% […] [0-5]% 
Others  […] [10-20]% […] [10-20]% […] [5-10]% 
Total  545 076  100%  520 560  100%  459 000  100%  
Source: Parties  
Table 6: Sales shares for fry in the E EA plus the Mediterranean basin by species  
2017 Andromeda  Nireus  Selonda  Combined 
Seabrea m [10-20]% [5-10]% [5-10]% [30-40]% 
Seabass  [5-10]% [5-10]% [5-10]% [20-30]% 
Source: Parties  
(220)  Based on an assessment  at national level, the only EEA countries where the 
Parties’ activities overlap are Greece and Spain. The Parties’ combined share for all 
fry would be almost [50 -60]% in Greece ( [40-50]% for seabass and [60- 70]% for 
seabream) and [80-90]% in Spain ( [90-100]% for seabass and [80 -90]% for 
seabream). Even taking into account the fact that […] , the combined share of the 
Parties in Spain would be still above 60%.  
 
45 Table 7: National sales shares  for all fry  
2017 Andromeda  Nireus  Selonda  Combined 
Greece  [10-20]% [10-20]% [20-30]% [50-60]% 
Spain  [60-70]% [20-30]% [0-5]% [80-90]% 
Source: Parties  
Table 8: National sales shares  for seabass  
2017 Andromeda  Nireus  Selonda  Combined 
Greece  [0-5]% [10-20]% [30-40]% [40-50]% 
Spain  [50-60]% [30-40]% [0-5]% [90-100]% 
Source: Parties  
Table 9: National sales shares  for seabream  
2017 Andromeda  Nireus  Selonda  Combined 
Greece  [20-30]% [10-20]% [20-30]% [60-70]% 
Spain  [70-80]% [5-10]% [0-5]% [80-90]% 
Source: Parties  
5.2.4.3. The Commission’s assessment   
(221)  The Commission considers that, following the Transaction, the Parties would 
obtain very high market shares for fry in the EEA as a whole (especially if Turkish 
imports are excluded from the market), an d in particular  in Greece and Spain. 
Other European  players are much smaller and do not seem to be in a position to 
challenge the Parties' significant positions.  
(222)  The market investigation overwhelmingly confirmed that the Parties are key 
players for the supply of fry, especially to non- vertically integrated fish farmers, 
and with very limited alternatives. The vast majority of the competitors who replied 
to the Commission’s questionnaire (i) consistently listed Nireus, Andromeda and 
Selonda among their curre nt or potential suppliers of fry;171 and (ii) clearly pointed 
to the lack of alternatives for Mediterranean fry in case the Parties stopped 
supplying them with fry or increased the prices of fry. To this point, one competitor 
observed that “[q]uantities of fish fry available to the market from ANDROMEDA, 
NIREUS and SELONDA cannot be substituted due to insufficiency of the other 
hatcheries to cover market needs. In the event this would happen, would be 
disastrous for the non- vertically integrated fish farms ( without own hatcheries) .”172 
Another competitor noted “ Because those companies produce and control very big 
percentage of the total production of sea bass fry. Thus they could control the 
                                                 
171   See replies to Q44 of eQ2.  
172   See replies to Q47 of eQ2.  
 
46 availability and price of bream fry in Greece after the merger. Moreov er they are 
very good organised companies with good quality and sale service ”.173 
(223)  The market investigation also provided evidence to rebut the Notifying Parties’ 
claim that competitors currently not vertically integrated can vertically integrate in  
the production of fry and/or that potential competitors can easily enter the market 
for the production of fry. In this regard, the vast majority of respondents to the 
market investigation confirmed that running a hatchery require s highly skilled 
personnel  and know -how and that the production of eggs and fry is a R&D 
intensive business.174 To this end, competitors noted that “ there are sophisticated 
techniques involved”, “It is a business that needs special skills, studies and very 
good know -how”, “In order to hatch larvae from the eggs and grow them up to 
2,5gr juveniles ready for stocking them in cages, requires biological know how of 
the species, veterinary knowledge for their health and knowledge of engineering.”  
(224)  Regarding the R&D intensity for the production of egg  and fry, one competitor 
observed that “[p]ressure in prices on the markets leads to a continues 
improvement in hatcheries in order to improve egg and fry quality using genetics -
new hatching technics and test of new recipes for juvenile fish feeds. All the  above 
must fulfill an improved protocol for a more fast growing fish which will minimize 
hopefully the production cost .” 
(225)  Due to the above -mentioned difficulties to set up/run hatcheries, the vast majority 
of competitors does not see creating their own egg /fry production facility  in 
response to a pe rmanent price increase of 5 -10%.175 In this regard one competitor 
noted that  “THE COST OF BUILDING A HATCHERY IS TOO HIGH FOR SMALL 
COMPANIES ” (sic), another that “[t]his price advantage will not suffice in case of  
smaller fish farms due to the high investment cost for creating a marine 
hatchery ”.176 
(226)  The existence of barriers to entry/development for fry is also confirmed in  the 
Parties’ internal documents: […] . 
(227)  The Parties’ strengths in relation to fry also emerge from the fact, compared to 
other competitors, that they have genetic program mes for fry of a high quality. In 
this regard, internal documents of the Parties show that the Transaction will create 
[…]. 
(228)  Because of the above views, fish farmers, especially non -integrated ones, see a 
serious risk that the Transaction would lead to price increases  for fry . One 
competitor noted “ Since the three companies have the majority of production of the 
fries in Greece there is a possibility of price control and supply of the fries in the 
future .” while another observed that transaction would lead to “ MONOPOLY OF 
FRY FOR THIRD PARTIES ”. Other competitors also mention that the Transaction 
would lead to monopoly with respect to fry.  
                                                 
173   See replies to Q47 of eQ2.  
174   See replies to Q67 and Q68 of eQ2.  
175   See replies to Q74 of eQ2.  
176  See replies to Q74.1 of eQ2.  
 
47 (229)  In conclusion, the Commission finds that the Parties are the most important 
competitors in the markets for the production and sale of Mediterranean fry and 
that the competitive constraints imposed by competitors are limited.  
5.2.4.4. Conclusion 
(230)  In view of the reasons set out in paragraphs (221)  through (228)  above , the 
Commission considers that the concentration  raises serious doubts as regards it s 
compatibility with the internal market in  the markets for the production and sale of 
seabream and seabass fry at the level of the EEA as well as in Greece and Spain  
because the Parties have high m arket shares, there are few alternatives and barriers 
to entry are signif icant.  
5.2.5. Vertical assessment: Fish feed  
(231)  Both Selonda and Nireus produce and sell fish feed. They use the  fish feed 
predominantly for their own downstream fish farming activities. In addition,  
Selonda  and Nireus  purchase fish feed from third parties to cover some of their 
needs. Andromeda, on the other  hand, does not produce any fish feed and is fully 
dependent on third party producers  for its fish feed needs . 
(232)  The Transaction does not give rise  to any horizontally affected markets as regards 
fish feed as the combined market share of Nireus and Selonda is [0 -5]% in Greece 
and [0-5]% in the EEA.177 There are no indications that these market shares would 
be higher if narrower segmentations a re taken into account.  In view of the limited 
market power of the merged entity as regards fish feed, there is no risk of input 
foreclosure either.  
(233)  As regards customer foreclosure, all the T argets purchase fish feed from other 
suppliers in Greece, the EEA  or the wide Mediterranean basin. The Notifying 
Parties have estimated that the total external demand for fish feed from the Targets 
would be roughly [10- 20]% of the total Greek demand for fish feed and  [10- 20]% 
of the total EEA demand  for fish feed. There  is therefore an ample number of 
customers outside of the Parties to provide outlets for current suppliers of fish feed . 
Finally, no respondent to the Commission’s market investigation has raised  any 
concerns in relation to fish feed.  
(234)  In light of the above , the Commission considers that the concentration does not 
raise serious doubts as regards its vertical impact on fish feed.  
6. REMEDIES  
(235)  In order to render the concentration compatible with the internal  market, the 
Notifying Parties  have modified the notified concentration by entering into the 
following commitments, which are annexed to this decision and form an integral 
part thereof.  
(236)  The Notifying Parties submitted commitments on 25  January 2019. A slightly 
revised version of those commitments was submitted on 29 January  2019 
                                                 
177  Form CO, paragraph 578.  
 
48 (the “First Commitments”) . The Commission market teste d the First Commitments  
on 30 January 2019.  
(237)  In order to address a number of issues that emerged from the market test, the 
Notifying Party eventually submitted a final set of commitments on 
8 February  2019 (the “Final Commitments”).  
6.1. General principles for the assessment of commitments  
(238)  As set out in the Remedies Notice,178 the following principles apply where parties 
to a merger choose to offer commitments.  
(239)  Where a concentration raises comp etition concerns in that it could significantly 
impede effective competition, the P arties may seek to modify the concentration in 
order to resolve the competition concerns and thereby gain clearance of their 
merger.179 
(240)  The Commission only has power to accept  commitments that are capable of 
rendering the concentration compatible with the internal market so that they will 
prevent a significant impediment to effective competition in all relevant markets 
where competition concerns were identified.180  
(241)  To that end, the commitments have to eliminate the competition concerns entirely 
and have to be comprehensive and effective from all points of view.181 In assessing 
whether proposed commitments are likely to eliminate its competition concerns, 
the Commission considers al l relevant factors including inter alia  the type, scale 
and scope of the commitments, judged by reference to the structure and particular 
characteristics of the market in which those concerns arise,  including the position 
of the P arties and other participa nts on the market.182  
(242)  Moreover, commitments must be capable of being implemented effectively within 
a short period of time.183 In case of implementation risks and implementation 
uncertainties for instance related to third party consents, it is incumbent on th e 
Parties to remove such uncertainties.184 
(243)  Where a proposed concentration threatens to significantly impede effective 
competition, the most effective way to maintain effective competition, apart from 
prohibition of the concentration, is to create the conditi ons for the emergence of a 
new competitive entity or for the strengthening of existing competitors via 
divestitures by the merging parties.185 
(244)  The divested activities must consist of a viable business that, if operated by a 
suitable purchaser, can compete ef fectively with the merged entity on a lasting 
                                                 
178 Commission’s Notice on Remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (“Remedies Notice”), OJ C 267, 22.10.2008, p. 1.  
179 Remedies Notice, paragraph 5 .  
180 Remedies Notice, paragraph 9.  
181 Remedies Notice, paragraph 9.  
182 Remedies Notice, paragraph 12.  
183 Remedies Notice, paragraph 9.  
184 Remedies Notice, paragraph 11.  
185 Remedies Notice, paragraph 22.  
 
49 basis and that is divested as a going concern. The business must include all the 
assets which contribute to its current operation or which are necessary to ensure its 
viability and competitiveness and all perso nnel currently employed or necessary to 
ensure the business’ viability and competitiveness.186 
(245)  Personnel and assets which are currently shared between the business to be 
divest ed and other businesses of the P arties, but which contribute to the operation 
of the divested business or which are necessary to ensure its viability and 
competitiveness, must also be included. Otherwise, the viability and 
competitiveness of the business to be divested would be endangered.187 
(246)  Normally, a viable business is a business that  can operate on a stand -alone basis, 
which means independently of the merging parties as regards the supply of input 
materials or other forms of cooperation other than during a transitory period.188 
(247)  The intended effect of the divestiture will only be achieve d if and once the business 
is transferred to a suitable purchaser in whose hands it will become an active 
competitive force in the market. The potential of a business to attract a suitable 
purchaser is an important element of the Commission’s assessment of  the 
appropriateness of the proposed commitment.189  
6.2. Scope of the First Commitments  
(248)  The First Commitments submitted by the Notifying Party have the following three  
main components  (the “Divestment Business”) :  
a. a commitment to divest Mediterranean fish farms, as identified by the 
purchaser, from the farms located in […] , up to a total volume of 
10,000 tonnes of Mediterranean fish (see map in paragraph (250) . […] . 
b. a commitment to divest hatcheries, as identified by the purchaser, that 
produced 50 million pieces of Mediterranean fry. The hatcheries to be 
disposed of will contain broodstock that is of  the same quality as the 
broodstock that would be retained by the Notifying Parties post -Transaction , 
enabling  the Purchaser to produce equivalent quality of fry and as a result fish. 
[…].  
c. a commitment to divest packaging facilities, as identified by the purchaser, that 
have the capacity to package 10,000 tonnes of Mediterranean fish […] .  
(249)  In addition, the Divestment Business shall include at the purchaser’s  or purchaser’s  
request, an agreement for the supply of Mediterranean fish feed sufficient for up to 
10,000 tonnes of Mediterranean fish per annum, supplied by the Parties for a 
transitional period of up to two years from Closing. The terms and conditions 
applicable to any such agreement, shall be on the better terms of (a) existing terms 
and conditions under which the relevant farm or site is being supplied; and 
(b) market terms.  
                                                 
186 Remedies Notice, paragraphs 23 -25. 
187 Remedies Notice, paragraph 26.  
188 Remedies Notice, paragraph 32.  
189 Remedies Notice, paragraph 47.  
 
50 (250)  The map below shows in red circles the retained business and in black circles (or 
triangles) the potential divestment business.  
[…] 
(251)  The Divestment Business includes all assets and staff that contribute to the current 
operation or are necessary to ensure the viability and competitiveness of the 
Divestment Business, in particular:  
a. all tangible and intangible assets (including intellectual property rights);  
b. all licences, permits an d authorisations issued by any governmental 
organisation for the benefit for the Divestment Business;  
c. all contracts, leases, commitments of the Divestment Business; and  
d. the Personnel and Key Personnel.  
6.3. Assessment of the First Commitments  
(252)  The Commission ha s assessed the appropriateness of the First Commitments in the 
light of the above -mentioned principles underlying its commitments policy and the 
results of the market test carried out.  
(253)  As set out in the Remedies Notice, the proposed commitments, once imple mented, 
would need to fully and unambiguously resolve the competition concerns identified 
by the Commission. The Commission would therefore need to be able to conclude -  
with the requisite degree of certainty - that the new commercial structures resulting 
from the proposed remedies will be sufficiently workable and lasting to ensure that 
all grounds for serious doubts as to the compatibility of the Transaction with the 
internal market will be removed.  
(254)  The First Commitments include the divestment of fish far ms for up to a total 
volume of 10,000 tonnes of Mediterranean fish and of hatcheries for 50 million 
pieces of Mediterranean fry . 
(255)  As regards Mediterranean farmed fish, a n overall volume of 10,000 tonnes would 
remove [70-80]% of the sales of the second large st player in Greece, Italy and 
Portugal . 
(256)  As regards fry, a  purchaser would use about 36 million pieces of fry to produce 
10,000 tonnes of fish and would sell the remaining 14 million pieces to 
non-integrated fish farmers  as external sales.  This volume of external sales would 
remove almost completely the overlap with Nireus in Greece190, where the highest 
number of concerns  as regards fry  have been expressed in the market investigation .  
(257)  Respondents to the market test have overall given positive feedback regarding the 
suitability of the Initial Commitments to remove the serious doubts identified by 
the Commission, as well as with respect to the long -term viability of the 
Divestment Business . However, some concerns have been expressed in the mark et 
test, mainly in relation to i) the fish farmed listed for sales and their location, and  
                                                 
190 […]. 
 
51 ii) the hatcheries to be disposed  of, access to the Parties ’ genetic program me for fry 
and fish feed . The Commission presents  them in turn. 
6.3.1. Size and location of the farms to be divested  
(258)  As regards the fish farmed listed for sales  and their location, respondents 
considered in general that the divested volumes could be sufficient to eliminate 
competition concerns but that the modalities and the choice of farms were cruc ial 
to enable a buyer to run a competitive business. O ne major competitor noted  in that 
regard  “Our main concern relates to the specific makeup of the commitments, 
specifically that the proposed farms be located geographically in such a manner as 
to be cos t-effective and viable. The 3 most important elements for the proposed 
Divestment Business to be viable and meaningful are: Size of divested entity today, 
Potential for growth, and Structure: viable, cost competitive ”.191 Another observed 
“10000 tonnes maybe  is ok but the problem is the choice of the farms concerning 
the location and capacity. […] ”.192 
(259)  Respondents to the Commission’s questionnaire pointed out that  the diverse 
geographical locations of the fish farms to be divested and the 60/40 split between 
the Mainland Farms and the Island Farms may have a potentially detrimental effect 
on the competitiveness of the Divestment Business .193 In this regard, one 
competitor observed that “ In order to be competitive production sites of 5-
10,000mt pa each served by a single production management team and all other 
resources must be assembled.” and “ The diverse geographical locations of the 
proposed production areas to be divested makes the assets to be purchased 
uncompetitive. The requirement for a single buyer to incl ude a minimum of 40% of 
non-mainland farms makes these problems even worse.”194 Another one observed 
“The purchaser will have to deal with many farms spread in different parts of 
Greece”. A  third one  pointed out that “ for viability reasons the acquired 
percentage should be, if possible, in one area and in any case if it's going to be 
splitted in 2 areas noone of areas should be an island”.   
(260)  In particular, f arms in the Islands were not seen as equally suitable to serve the 
export markets as farms located in th e Mainland clusters due to transportation 
issues with the mainland.195 One competitor noted “ They are not equally suited 
since they are farther away […] with clear implications for the freshness of the 
product. It is equally important to note that many of the Island Farms may not have 
daily ferry boats to the mainland, and may often be cut off from ferry boat service 
due to bad weather. The distance to market, inability to deliver every day and 
inconsistency of access to export markets make Island Farms infer ior to Mainland 
Farms in terms of serving export markets.” Another considered “ It takes a lot of 
time to arrive to Piraeus port because of very bad weather conditions during 
wintertime ” and another “ island farms have a disadvantage in terms of logistics 
due to the fact that there is not an everyday connection between the island and 
Piraeus, Also, the trip to Piraeus is 8- 12 hours long, so the island farms have to 
                                                 
191  See replies to Q2 of the questionnaire on remedies.  
192  See replies to Q4 of the questionnaire on remedies.  
193  See replies to Q10 and Q11 of the questionnaire on remedies.  
194   See replies to Q5 of the questionnaire on remedies.  
195  See replies to Q14 of the questionnaire on remedies.  
 
52 harvest a day before the ones in the mainland in order to serve the same customer 
in EEA”.  
(261)  Some  respondents indicated that, in order to become an active and viable 
competitor of the Parties, the Divestment Business should include also fish farms in 
other locations, such as Western Greece and Northern Evia  (see map above) . In this 
regard, one competi tor noted “ […] there are farms in Western Greece that are 
necessary to create an active competitor ”196, and another one “ From a qualitative 
perspective, farms located in Western Greece or Northern Evia are more suited to 
the production of sea bass and as suc h adding some sites from these locations 
would be advantageous. A viable competitor needs to be able to produce both 
species of farmed fish, sea bass as well as sea bream .”197 
(262)  Market participants also considered that the Divestment Business should include  a 
larger number of larger farms (or farms that are easy to aggregate to gain scale 
related efficiencies) to become a viable and competitive force for the production 
and sale of farmed fish.198 One competitor observed that  “[y]ou need big farms in 
the correct enviro nmental conditions in order to become competitive .” and another 
one “ In order to be competitive and achieve economies of scale, it is important for 
the farms to be of adequate size (800- 1000 tons) currently or to be close enough 
geographically so as t o allow for the building of clusters .” 
6.3.2. The hatcheries , access to the Parties’ genetic program me for fry  and fish feed 
(263)  Market  partic ipants have hinted at that hatcheries capable of producing a volume of 
50 million pieces of Mediterranean fry  may not be enough to be used by the 
Divestment Business for its production of (10000 tons) of fish as well as for 
external sales.199 In this rega rd, one competitor of the P arties noted that “[t]he 
majority of third parties’ production relies on the parties fry production. 50M fry 
divestment will follow the 10K fish production divestment, thus leaving the third 
parties to the mercy of the parties as far as availability and terms and prices .” and 
another one that “[t]he total juvenile production capacity proposed (50 million) is 
adequate to provide an alternative commercial juvenile producer and thus remove 
any competition concerns for the juvenile market. It may however not be sufficient 
to ensure that the purchaser of 10.000 tons of production proposed can be  viable 
and vertically integrated. It is important to know the production of the proposed 
hatcheries as it is not clear that each of these are viable on their own ”. These 
competitors have called for a divestment of hatcheri es with a capacity up to 
70-100 m illion pieces of Mediterranean  fry and that all hatcheries located in the 
geographic clusters where farm divestments take place be  included in the 
hatcheries which  the purchaser(s) can choose from.200 
(264)  Regarding the quality of the hatcheries included in the D ivestment Business,  
respondents to the Commission’s market test  consider that the included hatcheries 
may not be adequate to create a viable and active competitor of the Parties , in 
particular because some hatcheries owned by the P arties were excluded from  the 
                                                 
196  See replies to Q12 of the questionnaire on remedies.  
197  See replies to Q12 of the questionnaire on remedies.  
198  See replies to Q13 o f the questionnaire on remedies.  
199  See replies to Q3 of the questionnaire on remedies.  
200  See replies to Q7 and Q9 of the questionnaire on remedies.  
 
53 Divestment Business . In this regard, one competitor noted:  “We believe that the 
proposed hatcheries are not adequate to produce the requisite number of juveniles 
for both a 10.000 ton production and to provide a viable competitor in the 
commercial juvenile market. ” and another one that “[a]ll the rest of the hatcheries 
that are not  in the mentioned areas, are good hatcheries because specifically for 
hatcheries someone has to know the quality of enviromental conditions in order to 
produce good quality fries.[emphasis added]”.201 
(265)  Access  to the Parties’ genetic program mes for fry was considered by market 
participants key for the Divestment Business to become fully viable and 
competitive. A majority of respondents to the Commission’s questionnaire on 
remedies has indicated that the hatcheries included in the Divestment Business 
should have  full access to genetic improvement programmes of the Parties to 
become a viable and active competitor.202 This is because such program mes matter 
for the overall quality of fry and take long times to be developed. One participant 
observed that “[t]he genetic  programs of the parties are long established and 
present a significant contribution to the quality of the brood stock, thus improving 
the quality of the fry produced. So, the Divestment Business should participate in 
these programs.” Another considered th at “[t]hey need a lot of time to develop their 
own genetic programme, so in some years they will need some information and 
support about genetic programs.” a third one “ It will allow the new business to 
start producing from a running position and be able t o compete with equivalent 
quality .” and a fourth one “ The technology achieved by Andromeda Selonda and 
Nireus after many years of experience allows to contain the loss of fry significantly. 
To make the buyer of the Divestment Business competitive, we believe that at least 
in the first period we must guarantee access to the genetic improvement programs 
of Andromeda, Nireus and Selonda”.  
(266)  Finally, market participants also considered that, in order to become a viable and 
competitive force as regards sale of Mediterranean farmed fish the Divestment 
Business would benefit from a supply agreement for the supply of fish feed 
sufficient for up to 10,000 tonnes of Mediterranean fish per annum for a 
transitional period of up to two years from Closing .203 The supply of f ish feed 
under such transitional agreement should be at cost .204 
(267)  In light of the above, the Commission considers that , subject to improvements in 
the size and location of the farms  to be divest ed and in the hatcheries, the First 
Commitments may be  considered  suitable for removing the serious doubts 
identified in relation to the markets for Mediterranean farmed fish and 
Mediterranean fry.  
6.4. The final commitments  
(268)  On 8 February 2019, the Notifying Parties submitted Final Commitments aimed at 
improving and refinin g the First  Commitments, by upgrading the Divestment 
Business to ensure that the commercial structures resulting from the proposed 
remedies will be sufficiently workable and lasting.  
                                                 
201  See replies to Q16 of the questionnaire on remedies.  
202  See replies to Q17 of the questionnaire on remedies.  
203   See replies to Q18 of the questionnaire on remedies.  
204   See replies to Q19 of the questionnaire on remedies.  
 
54 (269)  The Final Commitments include the following improvements to the First 
Commitments:  
(a) Upgrading of the Divestment Business as it follows:  
(1) in the case of a single purchaser:  
(a) any one of the following combinations:  
(1) […] to reach a total of approximately but not less than 10,000 tonnes.  
(2) […] to reach a total of approximately but not less than 10,000 tonnes.  
(3) […] to reach a total of approximately but not less than 10,000 tonnes.  
(4) […] to reach a total of approximately but not less than 10,000 tonnes.  
(b) any combination of Hatcheries, as identified b y the purchaser from the 
Hatcheries, that produced approximately but not less than 50 million pieces 
of Mediterranean fry. The Notifying Parties commit to ensure that the best 
genetic improvement programme and related know -how for each of seabass 
and seabr eam owned by the Targets at Closing, is shared with the Purchaser. 
The hatcheries to be disposed of will contain broodstock that is of the same 
quality as the broodstock that would be retained by the Notifying Parties 
post-Transaction as well as the data and know -how associated with the 
broodstock that they will be supplied with.  
(c) any combination of Packaging Facilities, as identified by the purchaser, that 
have the capacity to package approximately but not less than 10,000 tonnes 
of Mediterranean fish.  
(2) in the case of two purchasers:  
(a) any combination of Mediterranean fish farms, […]  that produced a combined 
volume of approximately but not less than 10,000 tonnes of Mediterranean 
fish; 
(b) any combination of Hatcheries, as identified by each of the two purchasers, 
that produced approximately but not less than 50 million pieces of 
Mediterranean fry. Each purchaser should acquire a Hatchery, or Hatcheries, 
capable of producing at least a sufficient volume of fry corresponding to the 
volumes of Mediterranean fish that  each purchaser has agreed to purchase 
(applying a multiplier of approximately three thousand pieces of fry for each 
tonne of fish farmed). The Notifying Parties commit to ensure that the best 
genetic improvement programme and related knowhow for each of s eabass 
and seabream owned by the Targets at Closing, is shared with the Purchaser. 
The hatcheries to be disposed of will contain broodstock that is of the same 
quality as the broodstock that would be retained by the Notifying Parties 
post-Transaction as well as the data and know -how associated with the 
broodstock that they will be supplied with.  
(c) any combination of the Packaging Facilities currently serving the farms to be 
acquired, as identified by each of the two purchasers, that has, or have, the 
 
55 capacit y to package the corresponding volumes of Mediterranean fish that 
each purchaser has agreed to purchase.  
(270)  In addition, at the option of the Purchaser, the Divestment Business includes:  
(a) a supply agreement of Mediterranean fish feed for a transitional period of up to 
two years from Closing. The terms and conditions offered to the Purchaser 
shall, on average, be equivalent to those that the post -Transaction entity is able 
to obtain from own supply and third party supplier; and 
(b) technical support and assistance f or the Purchaser to utilise the genetic 
improvement programme and related know -how shared with the Purchaser and 
the data transferred with the broodstock for a period of up to six months from 
Closing . 
(271)  The Assets that the Notifying Parties will agree to sell to the Purchaser shall ensure 
that the Divestment Business will be able to replicate at least a comparable level of 
competitiveness as the retained business. This will be assessed by the Commission 
assisted by the Monitoring Trustee on the basis of objec tive criteria such as ability 
to form clusters, ability to expand, and size of farms and cages and objective 
metrics to assess biological suitability. To the extent that certain farms chosen by 
the Purchaser do not meet such criteria, the Notifying Parties  may seek approval 
from the Commission to exclude such farms from the assessment set out in this 
paragraph (271) . The Commission, assisted by the Monitoring Trustee, may  agree 
to exclude such farms from the assessment provided that the overall objectives of 
the Commitments are achieved by the remaining assets to be acquired by the 
Purchaser.  
6.5. Assessment of the Final C ommitments  
(272)  The Final Commitments improve in several resp ects the First Commitments  for the 
following reasons.  
(273)  First, the Divestment Package now includes additional farms, […]  as requested by 
respondents to the market test . A prospective buyer has therefore more options to 
choose  fish farms assets that can be co mbined with its existing assets with the view 
to form  an efficient cluster.  
(274)  Second, the Final Commitments further improve […] .  
(275)  Third , the Final Commitments contain a provision stating that the Divestment 
Business will be able to replicate at least as comparable level of competitiveness as 
the retained business , including Western Greece . This will be assessed by the 
Commission assisted by the Monitoring Trustee on the basis of objective criteria 
such as ability to form clusters, ability to expand, and s ize of farms and cages and 
objective metrics to assess biological suitability.205 This provision ensures that the 
Divestment Business will not be less efficient than the retained business allowing 
therefore the prospective buyer to compete intensively with t he post -merger entity 
as well as with the other competitors. Moreover, the equivalence in terms of 
                                                 
205  […]. 
 
56 competitiveness between the divestment and retained businesses will be assessed 
by the Commission on the basis of objective criteria  defined ex -ante.  
(276)  Fourth, the Final Commitments include all the hatcheries owned by Selonda and 
Nireus […], as requested by respondents to the market test, including high quality 
hatcheries […] that were not included in the First Commitments . A prospective 
buyer has therefore agai n more options to choose which hatcheries better serve 
their needs in terms of populating its fish farms and/or selling Mediterranean fry. In 
addition, the hatcheries to be disposed of will contain broodstock that is of the 
same quality as the broodstock t hat would be retained by the Notifying Parties 
post-Transaction as well as the data and know -how associated with the broodstock 
that they will be supplied with.  
(277)  The additional hatcheries included in the Divestment Business , […], are high-
quality assets  and should therefore have a lower mortality rate for fry. The 
Commission has also assessed the fry volume included in the commitments based 
on the multiplier from fry to fish contained in the Parties’ internal documents. For 
example, Andromeda in its operations manages to achieve a mortality rate of 
[…]%. The Commission considers that if the Divestment Business reaches  over 
time a mortality rate comparable to the one  achieved by Andromeda  ([…]),206 
50 million pieces of fry should enable the Divestment Business t o have  enough fry 
for its operations as well as to be a credible competitor on the market for 
Mediterranean fry.  
(278)  Fifth, the Final Commitments include a commitment for the Notifying Parties (i)  to 
ensure that the best genetic improvement programme and related know -how for 
seabass and seabream owned by the targets at closing will be shared with the 
Purchaser; (ii) to provide the prospective buyer with technical support and 
assistance for the Purchaser to utilise the genetic improvement programme and 
related know -how shared with the Purchaser and the data transferred with the 
broodstock for a period of up to six months from Closing . This provision will 
achieve the objective for prospective buyer to replicate the Parties’ strengths in fry 
as indeed also stated by the Notifying Parties “ This would enable the Purchaser to 
produce equivalent quality of fry and as a result fish”.207 
(279)  Sixth , the supply agreement of Mediterranean fish feed will be at terms and 
conditions equivalent to those of  the post -Transaction entity . This would ensure the 
continued competitiveness of the divestment business.  
6.6. Conclusion on the remedies  
(280)  For the reasons outlined above, the commitments entered into by the undertakings 
concerned are sufficient to eliminate the serious doubts as to the compatibility of 
the transaction with the internal  market.  
(281)  Pursuant to the first sentence of the second subparagraph of Article 6(2)  of the 
Merger Regulation, the Commission may attach to its decision conditions and 
obligations intended to ensure that the undertakings concerned  comply with the 
                                                 
206   […]. 
207   See Section B of the Final Commitments, paragraph 6 a) b. and paragraph 6 b) b.  
 
57 commitments they have entered into vis -à-vis the Commission with a view to 
rendering the concentration compatible with the internal market.  
(282)  The fulfilment of a measure that gives rise to a structural change of the market is a 
condition, whereas the implementing steps which are necessary to achieve that 
result are generally obligations on the parties. Where a condition is not fulfilled, the 
Commission’s decision declaring the concentration compatible with the internal 
market and the EEA Agreement no longer stands. Where the undertakings 
concerned commit a breach of an obligation, the Commission may revoke the 
clearance decision in accordance with Article 8(6) (b) of the Merger Regulation. 
The Undertakings concerned may als o be subject to fines and periodic penalty 
payments under Articles 14(2) and 15(1) of the Merger Regulation. 
(283)  The commitments in S ection B, paragraph 6, and Section D paragraphs 18 and 19, 
of the Annex  constitute conditions attached to this decision, as onl y through full 
compliance therewith can the structural changes in the relevant markets be 
achieved. The other commitments set out in the Annex constitute obligations, as 
they concern the implementing steps which are necessary to achieve the 
modifications s ought in a manner compatible with the internal  market.  
7. CONCLUSION  
(284)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the c ommitments and to declare it compatible with the 
internal market and with the functioning of the EEA Agreement, subject to full 
compliance with the conditions in S ection B, paragraph 6, and S ection D 
paragraphs 18 and 19 of the c ommitments annexed to the p resent Decision and 
with the obligations contained in the other S ections of the said commitments. This 
Decision is adopted in application of Article 6(1)(b) in conjunction with 
Article  6(2) of the Merger Regulation  and Article 57 of the EEA Agreement . 
For the Commission 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission 
8 February 2019  
 Annex  
 
Case M.9110 – Amerra/Mubadala/Nireus/Selonda  
 
COMMITMENTS TO THE EUROPEAN COMMISSION  
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the Merger Regulation ), 
AMERRA Capital Management LLC (together with its controlled funds and affiliates, Amerra ) and 
MDC Industry Holding Company LLC (together with its controlled funds and affiliates, Mubadala  
and together with Amerra the Notifying Parties ) hereby enters into the  following Commitments (the 
Commitments ) vis -à-vis the European Commission (the Commission ) with a view to rendering the 
Notifying Parties’ acquisition of joint cont rol over Andromeda Seafood Limited (together with its 
controlled subsidiaries, referred to as Andromeda), and through Andromeda over Nireus Aquaculture 
S.A. (together with its controlled subsidiaries, referred to as Nireus)  and Selonda Aquaculture S.A. 
(together with its controlled subsidiaries, referred to as Selonda ) (the Transaction ) compatible with 
the internal market and the functioning of the EEA Agreement. 
 
This text shall be interpreted in light of the Com mission’s decision pursuant to Article 6(1)( b) of the 
Merger Regulation to declare the Concentration compatible with the internal market and the 
functioning of the EEA Agreement (the Decision ), in the general framework  of European Union law, 
in particular in light of the Merger Regulation, and by re ference to  the Commission Notice on 
remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation 
(EC) No 802/2004 (the Remedies Notice ). 
Section A.  Definitions  
1. For the purpose of the Commitments, the following terms shall have the following meaning:  
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate parents of 
the Parties, whereby the notion of control shall be interpreted pursuant to Article 3 of the Merger 
Regulation and in light of the  Commission Consolidated Jurisdictional Notice under Council 
Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the 
Consolidated Jurisdictional Notice ). 
Amerra:  AMERRA Capital Management LLC together with its controlled fund s and affiliates.  
Andromeda:  Andromeda Seafood Limited together with its controlled subsidiaries . 
[…]. 
Assets: the assets that contribute to the current operation or are necessary to ensure the viability 
and competitiveness of the Divestment Business as indicated in Section B, paragraphs 6 to 9 and 
described more in detail in the Schedule.  
[…]. 
[…].  
 
8 February 2019  
2 […]. 
Closing : the transfer of the legal title to the Divestment Business to the Purchaser (s). 
Closing Period : the period of [ …] from the approval  of the Purchaser(s) of the Purchaser(s) and 
the terms of sale by the Commission.  
Confidential Information : any business secrets, know -how, commercial information, or any 
other information of a proprietary  nature that is not in the public domain.  
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity and 
independence in discharg ing its duties under the Commitments.  
Divestment Business:  the business or businesses as defined in Section B and the Schedule, which 
the Parties commit to divest.  
Divestiture Trustee:  one or more natural or legal person(s) who is/are approved by the 
Commi ssion and appointed  by the Notifying Parties  and who has/have received from  the 
Notifying Parties  the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at 
no minimum price.  
Effective Date : the da te of adoption of the Decision.  
First Divestiture Period:  the period of […] from the Effective Date.  
Hatchery: one or more of the hatcheries described in the Schedule.  
Hold Separate Manager:  the person, or persons, appointed by the Notifying Parties for the 
Divestment Business to manage the d ay-to-day business under the supervision of the Monitoring 
Trustee.  
Key Personnel:  all personnel necessary to maintain the viability and competitiveness of the 
Divestment Business, as listed in the Schedule, including the Hold Separate Manager.  
[…]. 
Mediterranean fish: European seabass and  gilthead seabream.   
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by the Notifying Parties , and who has/have the duty to monitor the 
Notifying Party’s  compliance with the conditions and obligations attached to the Decision.  
Mubadala:  MDC Industry Holding Company LLC together with its controlled funds and 
affiliates . 
Nireus: Nireus Aquaculture S.A. together with its controlled subsidiaries.  
[…]. 
[…]. 
 
8 February 2019  
3 Notifying Parties:  AMERRA Capital Management LLC and MDC Industry Holding Company 
LLC . 
Packaging Facility: one or more of the designated fish packaging facilities described in the 
Schedule.  
Parties: the Notifying Parties together with  Andromeda Seafood Li mited , Nireus Aquaculture 
S.A. and Selonda Aquaculture S.A.  
Personnel : all staff currently employed by either Nireus or Selonda  (as applicable)  that perform 
functions that contribute to the operation of the Divestment Business, including staff seconded to 
the Divestment Business, shared personnel as well as the additional personnel listed in the 
Schedule.   
Purchaser : the entity, or entities, approved by the Commission as acquirer , or acquirers, of the 
Divestment  Business in accordance with the criteria set out in Section D . 
Purchaser Criteria:  the criteria laid down  in paragraph 17 of these Commitments that the 
Purchaser , or Purchasers, must fulfil in order to be approved by the Commission.  
Schedule:  the schedule to these Commitments  describing in  more  detail the Divestment Business.  
Selonda:  Selonda Aquaculture S.A. together with its controlled subsidiaries . 
[…]. 
Targets:  Andromeda, Nireus and Selonda.  
Transaction:  the proposed acquisition of joint control by the Notifying Parties of the Targets.  
Transitional Period: the period of two years commencing on the  first day following the end of 
the Closing Period.  
Trustee(s):  the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
Trustee Divestiture Period:  the period  of […] from the end of the First Divestiture Period.  
Section B.  The commitment to divest and the Divestment Business  
Commitment to divest  
2. In order to maintain effective competition, the Notifying Parties commit to divest, or procure the 
divestiture of the Divestment Business by the end of the Trustee Divestiture Period to a purchaser 
or purchasers, and on terms of sale approved by the Commis sion in accordance with the procedure 
described in paragraph 18 of these Commitments. To carry out the divestiture, the Notifying 
Parties commit to find a purchase r, or purchasers, and to enter into a final binding sale and 
purchase agreement (s) for the sale of the Divestment Business within the First Divestiture Period. 
If the Notifying Parties have not entered into such an agreement at the end of the First Divesti ture 
Period, the Notifying Parties shall grant the Divestiture Trustee an exclusive mandate to sell the 
Divestment Business in accordance with the produce described in paragraph 32  in the Trustee 
Divestiture Period . 
 
8 February 2019  
4 3. The Transaction  shall not be implemented before the Notifying Parties or the Divestiture Trustee 
has entered into a final binding agreement, or agreements,  for the sale of the Divestment Business  
and the Commission has approved the purchaser, or purchasers, and the terms of sale in 
accordance with paragraph 18. 
4. The No tifying Parties shall be deemed to have complied with this commitment if:  
a) by the end of the Trustee Divestiture Period, the Notifying Parties have entered into a final 
binding sale and purchase agreement, or agreements, and the Commission approves the  
proposed purchaser, or purchasers, and the  terms of sale as being consistent with the 
Commitments in accordance with the procedure described in paragraph  18; and  
b) the Closing  of the sale of the Divestment Business to the Purchaser  takes place within  the 
Closing Period.  
5. In order to maintain the structural effect of the Commitments, the N otifying Parties shall, for a 
period of 10 years after Closing, not acquire, whether directly or indirectly, the possibility of 
exercising influ ence (as defined in paragraph 47 of the Remedies Notice, footnote 3) over the 
whole or part of the Dives tment Business, unless, following the submission of a reasoned request 
from the Notifying Parties  showing good cause and accompanied by a report from the Monitoring 
Trustee (as provided in paragraph 46 of these Commitments), the Commission finds that the 
structure of the market has changed to such an extent that the absence of influence over the 
Divestment Business is no longer necessary to render the proposed conce ntration compatible with 
the internal market.  
Structure and definition of the Divestment Business  
6. The Divestment Business consists of  the following:  
a) in the case of a single purchaser :  
a. any one of the following combinations : 
i. […] to reach a total of approximately but not less than 10,000 tonnes.  
ii. […] to reach a total of approximately but not less than  10,000 tonnes.  
iii. […] to reach a total of approximately but not less than 10,000 tonnes.  
iv. […] to reach a total of approximately but not less than 10,000 tonnes.  
b. any combination of Hatcheries, as identified by the purchaser from the Hatcheries, 
that produced approximately but not less than  50 million pieces of Mediterranean 
fry. The Notifying Parties commit to ensure that the best genetic improvement 
programme  and related know -how for each of seabass and seabream owned by the 
Targets at Closing, is shared with the Purchaser. In addition, the hatcheries to be 
disposed of will contain broodstock that is of the same quality as the broodstock 
that would be retained  by the Notifying Parties post -Transaction as well as the data 
and know -how associated with the broodstock that they will be supplied with  (as 
described in the Schedule) . This would enable the Purchaser to produce equivalent 
quality of fry and as a result fish; and  
 
8 February 2019  
5 c. any combination of Packaging Facilities, as identified by the purchaser, that have 
the capacity to package approximately but not less than  10,000 tonnes of 
Mediterranean fish.  
b) in the case of two purchasers:  
a. any combination of Mediterranean fish farms, […] that produced a combined 
volume of approximately but not less than  10,000 tonnes of Mediterranean fish;  
b. any combination of Hatcheries, as identified by  each of  the two p urchasers, that 
produced approximately b ut not less than  50 million pieces of Mediterranean fry. 
Each p urchaser should acquire a Hatchery, or Hatcheries, capable of producing at 
least a sufficient volume of fry corresponding to the volumes of Mediterranean fish 
that each p urchaser has agreed to purchase  (applying a multiplier of approximately 
three  thousand pieces of fry for each tonne of fish farmed). T he Notifying Parties 
commit to ensure that the best genetic improvement programme and related know -
how for each of seabass and seabream owned by the Targets at Closing, is shared 
with the Purchaser. In addition, the hatcheries to be disposed of will contain 
broodstock that is of the same quality as the broodstock that would be retained by 
the Notifying Parties post -Transaction  as well as the data a nd know -how associated 
with the broodstock that they will be supplied with  (as described in the Schedule). 
This would enabl e the Purchaser to produce equivalent quality of fry and as a result 
fish; and  
c. any combination of the Packaging Facilities currently  serving the farms to be 
acquired, as identified by each of the two purchasers, that has, or have, the capacity 
to package the corresponding volumes of Mediterranean fish that each purchaser 
has agreed to purchase .  
The volumes referred to in this paragrap h 6 shall be calculated by reference to the average 
production volumes of fish or fry (as relevant) over the last three financial years, but not 
including any financial year in which the relevant fa rm or hatchery (as relevant) suffered an 
event that materially impacted the volumes of fish or fry (as relevant) produced. It is for the 
Notifying Parties to satisfy the Commission, with the assistance of the Monitoring Trustee, 
that such an event merits d iscounting a relevant year for the purposes of these calculations.  
7. The legal and functional structure of the Divestment Business as operated to date is described in 
the Schedule. The Divestment Business, described in more details in the Schedule, includes all 
assets and staff that contribute to the current operation or are necessary to ensure the viability and 
competitiveness of the Divestment Business, in particular:  
a) all tangible and intangible assets (including intellectual property rights);  
b) all licences, permits and authorisations issued by any governmental organisation for the 
benefit for the Divestment Business;  
c) all contracts, leases, commitments of the Divestment Business; and  
d) the Personnel and Key Personnel.  
 
8 February 2019  
6 8. In addition, at the option of the Purchaser,  the Divestment Business includ es the benefit of  (i) a 
transitional period of up to two years from  Closing , and on terms and conditions described in the 
Schedule, of a supply agreement of Mediterranean fish feed ; and (ii) technical assistance for  the 
Purchaser to utilise the data transferred for a period of up to six months from Closing as described 
in the Schedule.  
Section C.  Related commitments  
Preservation of viability, marketability and competitiveness  
9. From the Effective Date until Closing, the Notifying Parties shall, and shall procure that Nireus 
and Selonda, preserve the economic viability, marketability and competitive of the Divestment 
Business, in accordance with good business practice, and shall minimise as far as possible any risk 
of loss of competitive potential of the Divestment Business. In particular, the Notifying Parties 
undertake:  
a) not to carry out any action that might have a significant adverse impact on the value, 
management or competitiveness of the Divestment Business or that might alter the nature 
and scope of activity , or the industrial or commercial strategy or the investment policy of 
the Divestment Business;  
b) to make available, or procure to make available, sufficient resources for the development 
of the Divestment Business , on the basis and continuation of the existing business plans ; 
c) to take all reasonable steps, or procure that all reasonable steps are being taken, including 
appropriate incentive schemes (based on industry practice), to encourage all Key 
Personnel to re main with the Divestment Business, and not to solicit or move any 
Personnel to the Notifying Parties’  remaining business. […] . 
Hold separate obligations and ring fencing  
10. The Notifying Parties commit  to procure that the Divestment Business is kept separate from the 
business(es) that the Notifying Parties will be retaining and, after closing of the Transaction to 
keep the Divestment Business separate from the business that the Notifying Parties are ret aining, 
and to ensure that unless explicitly permitted under these Commitments: (i) management and staff 
of the business(es) retained by the Notifying Parties have no involvement in the Divestment 
Business; (ii) the Key Personnel and Personnel of the Dives tment Business have no involvement 
in any business retained by the Parties and do not report to any individual outside the Divestment 
Business . 
11. Until Closing, the Notifying Parties  shall assist , and shall procure that Nireus and Selonda assist,  
the Monitor ing Trustee in ensuring that the Divestment Business is managed as a saleable entity 
separate from the business(es) which  the Parties are retaining. Immediately after the adoption of 
the Decision, the Notifying Parties shall appoint a  Hold Separate Manager . The Hold Separate 
Manager, who shall be part of the Key Personnel, shall manage the Divestment Business in the 
best interest of the business with a view to ensuring its continued economic viability, marketability 
and competitiveness and its independence from the businesses retained by the Parties . The Hold 
Separate Manager shall closely cooperate with and report to the Monitoring Trustee and, if 
applicable, the Divestiture Trustee. Any replacement of the Hold Separate Manager shall be 
subject to the proce dure laid down in paragraph 9 c) of these Commitments.  
 
8 February 2019  
7 Ring -fencing  
12. The Notifying Parties  shall implement, or procure to implement, all necessary measures to ensure 
that they do not, after the Effective Date, obtain any Conf idential Information relating to the 
Divestment Business and that any such Confid ential Information obtained by the Notifying Parties 
before the Effective Date will be eliminated and not be used by the Notifying Parties . This 
includes measures vis- à-vis the Notifying Parties’  appointees on the supervisory board and/or 
board of directors of the Divestment Business. In particular, the participation of the Divestment 
Business in any central information technology network shall be severed to the extent possible , 
without compromising the viability of the Divestment Business. The Notifying Parties  may obtain 
or keep information relating to the Divestment Business which is reasonably necessary for the 
divestiture of the Divestment Business or the disclosure of whic h to the Notifying Parties  is 
required by law.  
Non-solicitation clause  
13. The Notifying Parties undertake, subject to customary limitations, not to solicit, and to procure 
that Affiliated Undertakings do not solicit, the Personnel transferred with the Divestm ent Business 
for a period of three years after Closing.  
Due diligence  
14. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment 
Business, the Notifying Parties  shall, subject to customary confidentiality assurances and 
dependent on the st age of the divestiture process, procure that Nireus and Selonda:  
a. provide to potential purchasers sufficient information as regards the Divestment Business;  
b. provide to potential purchasers sufficient information relating to the Personnel and allow 
them reasonable access to the Personnel  and Key Personnel . 
Reporting  
15. The Notifying Parties  shall submit written reports in English  on potential purchasers of the 
Divestment Business and developments in the negotiations with such potential purchasers to the 
Commission and the Monitoring Trustee no later than 10 days after the end of every month 
following the Effective Date (or otherwi se at the Commission’s request). The Notifying Parties  
shall submit a list of all potential purchasers having expressed interest in acquiring the Divestment 
Business to the Commission at each and every stage of the divestiture process, as well as a copy of  
all the offers made by potential purchasers within five days of their receipt.  
16. The Notifying Parties  shall inform the Commission and the Monitoring Trustee on the preparation 
of the data room documentation and the due diligence procedure and shall submit a copy of any 
information memorandum to the Commission and the Monitoring Trustee before sending the 
memorandum out to potential purchasers.  
 
8 February 2019  
8 Section D.  The Purchaser  
17. In order to be approved by the Commission, a  Purchaser must fulfil the following criteria:  
a) The Purchaser shall be independent of and unconnected to the Notifying Parties and their 
Affiliated Undertakings (this being assessed having regard to the situat ion following the 
divestiture);  
b) The Purchaser shall have the financial resources, proven exper tise and incentive to 
maintain and develop the Divestment Business as a viable and active competitive force in 
competition with the Parties and other competitors;  and 
c) The acquisition of the Divestment Business by the Purchaser must neither be likely to 
create, in light of the information available to the Commission, prima facie competition 
concerns nor give rise to a risk that the implementation of the Commitments will be 
delayed. In particular, the Purchaser must reasonably be expected to obtain all necess ary 
approvals from the relevant regulatory authorities for the acquisition of the Divestment 
Business.  
18. The Notifying Parties will organise an open sales process and will keep the Commission and the 
Monitoring Trustee regularly informed about its progress, to enable the Monitoring Trustee to 
ensure that potentially suitable purchasers are given the opportunity to participate in the sales 
process on an equal and non- discriminatory way. This is to ensure that the Purchaser, post -
acquisition of the Divestment B usiness, will be a viable and active competitive force in 
competition with the Parties and other competitors.  
19. The Assets that the Notifying Parties will agree to sell to the Purchaser shall ensure that the 
Divestment Business will be able to replicate at least as comparable level of competitiveness as 
the retained business. This will be assessed by the Commission assisted by the Monitoring Trustee 
on the basis of objective criteria such as ability to form clusters, ability to expand, size of farms 
and cage s and objective metrics to assess biological suitability . To the extent that certain farms 
chosen by the Purchaser do not meet such criteria, the Notifying Parties may seek approval from 
the Commission to exclude such farms from the assessment set out in t his paragraph 19. The 
Commission, assisted by the Monitoring Trustee, may agree to exclud e such farms from the 
assessment provided that the overall objectives of the Commitments are achieved by the remaining 
assets to be acquired by the Purchaser.  
20. The final binding sale and purchase agreement (s) (as well as ancillary agreements) relating to the  
divestment of the Divestment Business shall be conditional on the Commission’s approval. When 
the Notifying Parties have  reached an agreement with a purchaser, they shall submit a fully 
documented and reasoned proposal, including a copy of the final agree ment(s), within one week to 
the Commission and the Monitoring Trustee. The Notifying Parties must be able to demonstrate to 
the Commission that the purchaser fulfils the Purchaser Criteria and that the Divestment Business 
is being sold in a manner consistent with the Commission's Decision and the Commitments. For 
the approval, the Commission shall verify that the purchaser fulfils the Purchaser Criteria and that 
the Divestment Business is being sold in a manner consistent with the Commitments including 
their objective to bring about a lasting structural change in the market. The Commission may 
approve the sale of the Divestment Business without one or more Assets (in particular Hatcheries 
and/or Packaging Stations that may not be needed by a purchaser)  or pa rts of the Personnel, or by 
substituting one or more Assets or parts of the Personnel with one or more different assets or 
different personnel, if this does not affect the viability and competitiveness of the Divestment 
Business after the sale, taking acco unt of the proposed purchaser .  
 
8 February 2019  
9 Section E . Trustee  
 I. Appointment procedure  
21. The Notifying Parties  shall appoint a Monitoring Trustee to carry out the functions specified in 
these Commitments for a Monitoring Trustee. The Notifying Parties  commit not to close the  
Transaction  before the appointment of a Monitoring Trustee.  
22. If the Notifying Parties have  not entered into a binding sale and purchase agreement regarding the 
Divestment Business one month before the end of the First Divestiture Period or if the 
Commission has rejected a purchaser proposed by the Notifying Parties  at that time or thereafter, 
the Notifying Parties shall appoint a Divestiture Trustee. The appointment of the Divestiture 
Trustee shall take effect upon the commencement of the Trustee Divestiture Period.  
23. The Trustee shall:  
a) at the time of appointment, be independent of the Notifying P arty and their Affiliated 
Undertakings;  
b) possess the necessary qualifications to carry out its mandate, for example have sufficient 
relevant experience as an investment banker or consultant or auditor; and  
c) neither have nor become exp osed to a Conflict of Interest.  
24. The Trustee shall be remunerated by the Notifying Part y in a way that does not impede the 
independent and effective fulfilment of its mandate. In particular, where the remuneration package 
of a Divestiture Trustee includes a success premium linked to the final sale value of the 
Divestment Business, such success premium may only be earned if the divestiture takes place 
within the Trustee Divestiture Period.  
  Proposal by the Notifying Parties  
25. No later than two weeks after the Effective Date, the Notifying Parties  shall submit the names of 
one or more natural or legal persons whom the Notifying Parties  propose to appoint as the 
Monitoring Trustee to the Commission for approval. The proposal shall contain sufficient 
information for the Commission to ver ify that the person or persons proposed as Trustee fulfil the 
requirements set out in paragraph 23 and shall include:  
a) The full terms of the proposed mandate, which shall include all provisions necessary to 
enable the Trustee to fulfil its duties under these Commitments;  
b) The outline of a work plan which describes how the Trustee intends t o carry out its 
assigned tasks; and  
c) An indication whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different trustees are proposed for the two functions.  
  Approval or rejection by the Commission  
26. The Commission shall have the discretion to approve or reject the proposed Trustee(s)  and to 
approve the proposed mandate subject to any modifications it deems necessary for the Trustee to 
 
8 February 2019  
10 fulfil its obligations. If only one name is approved, the Notifying Parties  shall appoint or cause to 
be appoin ted the person or persons concerned as Trustee, in accordance with the mandate 
approved by the Commission. If more than one name is approved, the Notifying Parties  shall be 
free to choose the Trustee to be appointed from among the names approved. The Trust ee shall be 
appointed within one week of the Commission’s approval, in accordance with the mandate 
approved by the Commission. 
  New proposal by the Notifying Parties  
27. If all the proposed Trustees are rejected, the Notifying Parties  shall submit the names o f at least 
two more natural or legal persons within one week of being informed of the rejection, in 
accordance with paragraphs 21 and 26  of these Commitments. 
  Trustee nominated by the Commission  
28. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a 
Trustee, whom the Notifying Parties  shall appoint, or cause to be appointed, in accordance with a 
trustee mandate approved by the Commission.  
 II. Functions of the Trustee  
29. The Trustee shall assume its specified duties and obligations in order to ensure compliance with 
the Commitments. The C ommission may, on its own initiative or at the request of the Trustee or 
the Notifying Parties , give any orders or instructions to the Trustee in order to ensure compliance 
with the conditions and obligations attached to the Decision.  
  Duties and obligati ons of the Monitoring Trustee  
30. The Monitoring Trustee shall:  
a) Propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and conditions attached to the 
Decision;  
b) Oversee,  in close co -operation with the Hold Separate Manager  the on- going management 
of the Divestment Business with a view to ensuring its continued economic viability, 
marketability and competitiveness and monitor compliance by the Parties with the 
conditions a nd obligations attached to the Decision. To that end the Monitoring Trustee 
shall:  
(i) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business , and the keeping separate of the 
Divestment Business from th e business retained by the Parties, in accordance 
with paragraphs 9 and 10 of these Commitments;  
(ii) supervise the management of the Divestment Business as distinct and saleable 
entities, in accordance with paragraph 10 of these Commitments;  
 
8 February 2019  
11 (iii) with res pect to Confidential Information:  
− determine all necessary measures to ensure that the Parties  do not after 
Closing  obtain any Confidential Information relating to the Divestment 
Business;  
− in particular strive for the severing of the Divestment Business’ participation 
in a central informati on technology network to the extent possible, without 
compromising the viability of the Divestment Business  
− make sure that any Confidential Information relating to the Divestment 
Business  obtained by the Parties before Closing  is eliminated and will not be  
used by the Parties;  and  
− decide whether such information may be disclosed to or kept by the Parties  as 
the disclosure is reasonably necessary to allow the Parties  to carry out the 
divestiture  or as the disclosure is required by law . 
(iv) Monitor the splitting  of assets and the allocation of Personnel between the 
Divestment Business and the Parties or Affiliated Undertakings;  
c) Propose to the Notifying Parties  such measures as the Monitoring Trustee considers 
necessary to ensure the Notifying Parties’  compliance with the conditions and obligations 
attached to the Decision , in particular the maintenance of the full economic viability, 
marketability or competitiveness of the Divestment Business, the holding separate of the 
Divestment Business and the non -disclosure of competitively sensitive information;  
 
d) review and assess potential purchasers as well as the progress of the divestiture process 
and verify that, dependent on the st age of the divestiture process:  
(i) potential purchasers receive sufficient and c orrect information relating to the 
Divestment Business and the Personnel in particular by reviewing, if 
available, the data room documentation, the information memorandum and 
the due diligence process, and  
(ii) potential purchasers are granted reasonable access to the Personnel;  
e) Act as a contact point for any requests by third parties, in particular potential purchasers, 
in relation to the Commitments;  
f) Provide to the Commission, sending the Notifying Parties  a non -confidential copy at the 
same time, a written r eport within 15 days after the end of every month that shall cover the 
operation and management of the Divestment Business as well as the splitting of assets 
and the allocation of Personnel so that the Commission can assess whether the business is 
held in a manner consistent with the Commitments and the progress of the divestiture;  
g) Promptly report in writing to the Commission, sending the Notifying Parties  a non-
confidential copy at the same time, if it concludes on reasonable grounds that the 
Notifying Parties are failing to comply with these Commitments;  
h) Within one week after receipt of the documented proposal referred to in paragraph 18 of 
these Commitments, sub mit to the Commission, sending the Notifying Parties  a non -
confidential copy at the same time, a reasoned opinion as to the suitability and 
 
8 February 2019  
12 independence of the proposed purchaser and the viability of the Divestment Business after 
the Sale and as to whether  the Divestment Business is sold in a manner consistent with the 
conditions and obligations attached to the Decision, in particular, if relevant, whether the 
Sale of the Divestment Business without one or more Assets or not all of the Personnel 
affects the viability of the Divestment Business after the sale, taking account of the 
proposed purchaser;  and 
i) Assume the other functions assigned to the Monitoring Trustee under the conditions and 
obligations attached to the Decision.  
31. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the Monitoring 
Trustee and the Divestiture Trustee shall cooperate closely with each other during and for the 
purpose of the preparation of the Trustee Divestiture Period in order to facilitate  each other's tasks. 
Duties and obligat ions of the Divestiture Trustee  
32. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price the 
Divestment Business to a purchaser , or purchasers , provided that the Commission has approved 
both the purchaser (s) and the final binding sale and purchase agreement (s) (and ancillary 
agreements) as in line with the Commission's Decision and the Commitments in accordance with 
paragraphs 17 and 18 of these Commitments. The Divestiture Trustee shall include in the sale and 
purchase agreem ent(s) (as well as in any ancillary agreements) such terms and conditions as it 
considers appropriate for an expedient sale in the Trustee Divestiture Period. In particular, the 
Divestiture Trustee may include in the sale and purchase agreement (s) such cus tomary 
representations and warranties and indemnities as are reasonably required to effect the sale. The 
Divestiture Trustee shall protect the legitimate financial interests of the Parties, subject to the 
Notifying Parties’ unconditional obligation to dive st at no minimum price in the Trustee 
Divestiture Period.  
33. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture 
Trustee shall provide the Commission with a comprehensive monthly report written in English on 
the progr ess of the divestiture process. Such reports shall be submitted within 15 days after the end 
of every month with a simultaneous copy to the Monitoring Trustee and a non- confidential copy to 
the Notifying Parties  
 III. Duties and obligations of the Notifyin g Parties  
34. The Notifying Parties  shall provide and shall cause  Nireus, Selonda and its advisors to provide the 
Trustee with all such co -operation, assistance and information as the Trustee may reasonably 
require to perform its tasks. The Trustee shall have full and complete access to any of the Parties’  
books, records, documents, management or other personnel, facilities, sites and technical 
information necessary for fulfilling its duties under the Commitments and the Notifying Parties  
shall provide the Trus tee upon request with copies of any document. The Parties shall make 
available to the Trustee one or more offices on their premises and shall be available for meetings 
in order to provide the Trustee with all information necessary for the performance of it s tasks.  
35. The Notifying Parties  shall provide the Monitoring Trustee with all managerial and administrative 
support that it may reasonably request on behalf of the management of the Divestment Business. 
This shall include all administrative support functions relating to the Divestment B usiness which 
 
8 February 2019  
13 are currently carried out at headquarters level. The Notifying Parties shall provide and shall cause 
its advisors to provide the Monitoring Trustee, on request, with the information submitted to 
potential purchasers, in particular give the Mo nitoring Trustee access to the data room 
documentation and all other information granted to potential purchasers in the due diligence 
procedure. The Notifying Parties  shall inform the Monitoring Trustee on possible purchasers, 
submit lists of potential pur chasers at each stage of the selection process, including the offers 
made by potential purchasers at those stages, and keep the Monitoring Trustee informed of all 
developments in the divestiture process.  
36. The Notifying Parties shall grant or procure Affilia ted Undertakings to grant comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee to effect the sale (including ancillary 
agreements), the Closing and all actions and declarations which the Divestiture Trustee considers 
necessary or app ropriate to achieve the sale and the Closing, including the appointment of advisors 
to assist with the sale process. Upon request of the Divestiture Trustee, the Notifying Parties shall 
cause the documents required for effecting the sale and the Closing to  be duly executed.  
37. The Notifying Parties shall indemnify the Trustee and its employees and agents (each an 
“Indemnified Party ”) and hold each Indemnified Party harmless against, and hereby agrees that 
an Indemnified Party shall have no liability to the Not ifying Parties  for, any liabilities arising out 
of the performance of the Trustee’s duties under the Commitments, except to the extent that such 
liabilities result from the wilful default, recklessness, gross negligence or bad faith of the Trustee, 
its emp loyees, agents or advisors.  
38. At the expense of the Notifying Parties , the Trustee may appoint advisors (in particular for 
corporate finance or legal advice)  and/or an industry expert (in particular to assist in verifying 
compliance with para graph 18 of the Commitments) , subject to the Notifying Parties’ approval 
(this approval not to be unreasonably withheld or delayed) if the Trustee considers the 
appointment of such advi sors necessary or appropriate for the performance of its duties and 
obligations under the Mandate, provided that any fees and other expenses incurred by the Trustee 
are reasonable. Should the Notifying Parties  refuse to approve the advisors proposed by the  
Trustee the Commission may approve the appointment of such advisors instead, after having heard 
the Notifying Parties . Only the Trustee shall be entitled to issue instructions to the advisors. 
Paragraph 33of these Commitments shall apply mutatis mutandis . 
39. The Parties agree that the Commission may share Confidential Information proprietary to the 
Parties  with the Trustee. The Trustee shall not disclose such information and the principles 
contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis mutandis . In the 
Trustee Divestiture Period, the Divestiture Trustee may use advisors who serve d the Notifying 
Parties during the Divestiture Period if the Divestiture Trustee considers this in the best interest of 
an expedient sale.  
40. The Notifying Parties agree that the Commission may share Confidential Information proprietary 
to the Parties with th e Trustee. The Trustee shall not disclose such information and the principles 
contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis mutandis . 
41. The Notifying Parties  agree that the contact details of the Monitoring Trustee are published on the 
website of the Commission's Directorate- General for Competition and they shall inform interested 
third parties, in particular any potential purchasers, of the identity and the tasks of the Monitoring 
Trustee.  
 
8 February 2019  
14 42. For a period of 10 years from the Effect ive Date the Commission may request all information 
from the Parties that is reasonably necessary to monitor the effective implementation of these 
Commitments . 
 IV. Replacement, discharge and reappointment of the Trustee  
43. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, 
including the exposure of the Trustee to a Conflict of Interest:  
a) The Commission may, after hearing the Trustee and the Notifying Parties, require the 
Notifying Parties to replace the Trustee; or  
b) The Notifying Parties may, with the prior approval of the Commission, replace the 
Trustee.  
44. If the Trustee is removed according to paragraph 43 of these Commitments, the Trustee may be 
required to continue in its function until a new Trustee is in place to whom the Trustee has 
effected a full hand over of all relevant information. The new Trustee shall be appointed in 
accordance with the procedure referred to in paragraphs 21 – 28 of these Commitments. 
45. Unless removed according to paragraph 43 of these Commitments, the Trus tee shall cease to act as 
Trustee only after the Commission has discharged it from its duties after all the Commitments 
with which the Trustee has been entrusted have been implemented. However, the Commission 
may at any time require the reappointment of th e Monitoring Trustee if it subsequently appears 
that the relevant remedies might not have been fully and properly implemented. 
Section F. The review clause  
46. The Commission may extend the time periods foreseen in the Commitments in response to a 
request from the Notifying Parties  or, in appropriate cases, on its own initiative. Where the 
Notifying Parties request an extension of a time period, they  shall submit a reasoned request to the 
Commission no later than one month before t he expiry of that period, showing good cause . This 
request shall be accompanied by a report from the Monitoring Trustee, who shall, at the same time 
send a non- confidential copy of the report to the Notifying Parties . Only in exceptional 
circumstances shal l the Notifying Parties  be entitled to request an extension withi n the last month 
of any period.  
47. The Commission may further, in response to a reasoned request from the Notifying Parties 
showing good cause waive, modify or substitute, in exceptional circums tances, one or more of the 
undertakings in these Commitments. This request shall be accompanied by a report from the 
Monitoring Trustee, who shall, at the same time send a non- confidential copy of the report to the 
Notifying Party. The  request shall not ha ve the effect of suspending the application of the 
undertaking and, in particular, of suspending the expiry of any time period in which the 
undertaking has to be complied with.  
 
Section G . Entry into force   
 
48. The Commitments shall take effect upon the date of adoption of the Decision.  
[signatures]
8 February 2019  
 SCHEDULE  
 
1. Sales and supply contracts are not farm or site specific contracts and are therefore not part of the 
Divestment Business. These contracts are concluded at group level. To the extent that there are 
any farm or site specific sales or supply contracts, these will be transferred with the Divestment 
Business.  
 
2. The Purchaser will be offered the option to transfer the following Key Personnel who are not 
allocated to any specific farm or site but would operate at Divestment Business level: […]. Such 
Key Personnel will be existing Selonda or Nireus personnel with the requisite experience and 
qualifications to perform such functions. 
 
PART A – FISH  
 
3. In accordance with these Commitments, and as further described above, the Divestment 
Business shall include any combination of Mediterranean fish farms as identified by the 
Purchaser in accordance with paragraph 6 of the Commitments, from the fish farms located in 
[…], and as further described  below.  
 
4. […].1,2 
5. […]. 
6. […]. 
7. […]. 
8. […]. 
9. […]. 
10. […]. 
11. If there is any asset or personnel which is not covered by this Schedule, but which is both used 
(exclusively or not) in the Divestment Business and necessary for the continued viability and 
competitiveness of the Divestment Business, that asset or adequate substitute will be offered to 
potential  purchasers.  
  
                                                 
1  Note that certain site managers cover more than one farm . 
2  Please refer to Annex 3 to the Form RM for a map of the POAY regions. Please note that the Parties devised 
this map, and that the numbers allocated to the different POAY regions are not government -set numbers.  
 
8 February 2019  
2 PART  B – PACKAGING  FACILITIES  
 
1. In accordance with these Commitments, and as further described above, the Divestment 
Business shall include any combination of packaging facilities as identified by the Purchaser in 
accordance with paragraph 6 of the Commitments, from the packaging facilities located in […] , 
and as further described  below.  
2. […]. 
3. […]. 
4. If there is any asset or personnel which is not covered by this schedule, but which is 
both used (exclusively or not) by one of the packaging facili ties and necessary for the 
continued viability and competitiveness of that packaging facility, that asset or adequate 
substitute will be offered to potential purchasers.  
  
 
8 February 2019  
3 PART  C – FRY  
 
1. In accordance with these Commitments, and as further described above, the Divestment 
Business shall include any combination of hatchery/hatcheries as identified by the Purchaser in 
accordance with paragraph 6 of the Commitments, from the hatchery/hatcheries located in […] , 
and as further described  below.  
2. […]. 
3. In addition and in accordance with the Commitments, the Notifying Parties commit to ensure 
that the best genetic improvement programme and related know -how for each of seabass and 
seabream owned by the Targets at Closing, is shared with the Purchaser. In addition, the 
hatcheries to be disposed of will contain broodstock that is of the same quality as the broodstock 
that would be retained by the Notifying Parties post -Transaction as well as the data and know -
how associated with the broodstock that they will be supplied with. Such data would include a 
dataset that would contain the following  information:  
a. An (animal) identification number(s): serial numbers to identify the individual  fish. 
b. Mating date: the date when mating took  place.  
c. Hatching date: the date on  which the egg hatched into a  fry. 
d. Family identification number: the serial number of the fish’ family (necessary to 
prevent  inbreeding).  
e. Tag date: the date on which the fish was  tagged.  
f. Harvest weight: weight of the fish at  harvest.  
g. Harvest length: length of the fish at  harvest.  
h. Sex date: the date when the fish changed sex (note that seabream and seabass are 
hermaphrodites).  
i. Process date: date when the fish was  processed.  
j. Process weight: weight of the fish at processing.  
k. Gutted weight: weight of the fish after  gutting.  
l. Fillet weight: weight of the fillet.  
m. Fillet fat: amount of fat in the  fillet.  
 
4. In addition, and in accordance with the Commitments, the Divestment Business shall include at 
the Purchaser’s request and for a period of up to six months from Closing, technical support and 
assistance for the Purchaser to utilise the genetic improvement programme and related know -
how shared with the Purchaser and the data transferred with the  broodstock.  
[…] 
5. If there is any asset or personnel which is not covered by this schedule, but which is 
both used (exclusively or not) by one of the hatcheries and necessary for the continued 
viability and competitiveness of that hatchery, that asset or adequate substitute will be 
offered to potential purchasers.  
  
 
8 February 2019  
4 PART  D – FISH  FEED  SUPPLY  AGREEMENT 
 
1. In accordance with these Commitments, and as further described above, the Divestment 
Business shall include at the Purchaser’s request, an agreement for the supply of Mediterranean 
fish feed suffic ient for up to 10,000 tonnes of Mediterranean fish per annum, supplied by the 
Parties for a transitional period of up to two years from  Closing.  
 
2. The Notifying Parties shall ensure that the terms and conditions offered to the Purchaser shall, 
on average, b e equivalent to those that the post -Transaction entity is able to obtain from own 
supply and third party suppliers, taking into account costs incurred by the Targets in producing 
fish feed and sourcing fish feed from third parties. This assessment shall as sume that the post -
Transaction entity and the Purchaser shall on average have equivalent terms and conditions for 
the supply of fish feed, if the Purchaser exercises the option to enter into a supply  agreement.  
 
 

 
1/2 
 2_Legend to Map of POAY  
Number 
in Map AREAS OF AQUACULTURE DEVELOPMENT / ΠΕΡΙΟΧΕΣ ΑΝΑΠΤΥΞΗΣ 
ΥΔΑΤΟΑΚΑΛΛΙΕΡΓΕΙΑΣ  
 
Α AREAS WITH EXTENSIVE DEVELOPMENT / ΠΕΡΙΟΧΕΣ ΙΔΙΑΙΤΕΡΑ ΑΝΑΠΤΥΓΜΕΝΕΣ  
1 Α.1 SAGIADA -KALAMAS -VALTOS RAGIOU / ΣΑΓΙΑΔΑ -ΚΑΛΑΜΑΣ -ΒΑΛΤΟΣ ΡΑΓΙΟΥ  
5 Α.2 KOLPOS ARGOSTOLIOU / ΚΟΛΠΟΣ ΑΡΓΟΣΤΟΛΙΟΥ  
3  
Α.3  
WEST COAST AIT/NIAS / ΔΥΤ. ΑΚΤΕΣ ΑΙΤ/ΝΙΑΣ  
4 
 
 
6 Α.4.1   
AKTES ARKADIAS / ΑΚΤΕΣ ΑΡΚΑΔΙΑΣ  
Α.4.2  
Α.5 VOURLIAS - ORMOS KORAKIAS / ΒΟΥΡΛΙΑ - ΟΡΜΟΣ ΚΟΡΑΚΙΑΣ  
Α.6 NISOS PLATEIA / ΝΗΣΟΣ ΠΛΑΤΕΙΑ  
9 Α.7 WEST SARONIKOS / ΔΥΤΙΚΟΣ ΣΑΡΩΝΙΚΟΣ  
8 
7 Α.8 POROS / ΠΟΡΟΣ  
6 Α.9 METHANA -TROIZINIA / ΜΕΘΑΝΑ -ΤΡΟΙΖΗΝΙΑ  
9 Α.10  SALAMINA -MEGARA / ΣΑΛΑΜΙΝΑ -ΜΕΓΑΡΑ  
 
13  
Α.11  SOUTH EVOIKOS (KAKIA SKALA -KAKODIKI -MPAGAZAKI -FIDONISI -POUNTA -PORTO  
MPOUFALO ELAFI -TOURKOLIMANO-MARMARI) / ΝΟΤ .ΕΥΒΟΙΚΟΣ  (ΚΑΚΙΑ  ΣΚΛΑ  - 
ΚΑΚΟΔΙΚΗ - ΜΠΑΓΑΖΑΚΙ  - ΦΙΔΟΝΗΣΙ  - ΠΟΥΝΤΑ  - ΠΟΡΤΟ ΜΠΟΥΦΑΛΟ ΕΛΑΦΙ  - 
ΤΟΥΡΚΟΛΙΜΑΝΟ  -ΜΑΡΜΑΡΙ ) 
12 Α.12  LARIMNA -SKORPONERIA / ΛΑΡΥΜΝΑ - ΣΚΟΡΠΟΝΕΡΙΑ  
Α.13  ATALANTI / ΑΤΑΛΑΝΤΗ  
11 Α.14  MALLIAKOS KOLPOS / ΜΑΛΛΙΑΚΟΣ ΚΟΛΠΟΣ  
 Α.15  DIAYLOS OREON / ΔΙΑΥΛΟΣ ΩΡΕΩΝ  11 
14 Α.16  THERMAIKOS KOLPOS / ΘΕΡΜΑΙΚΟΣ ΚΟΛΠΟΣ  
14 Α.17  CHALASTRA -EPANOMI / ΧΑΛΑΣΤΡΑ-ΕΠΑΝΩΜΗ  
17 Α19 LAGKADA -KARDAMILA -OINOUSES / ΛΑΓΚΑΔΑ -ΚΑΡΔΑΜΥΛΑ -ΟΙΝΟΥΣΕΣ  
 
Β AREAS WITH MARGINS OF FURTHER DEVELOPMENT / ΠΕΡΙΟΧΕΣ ΜΕ ΠΕΡΙΘΩΡΙΑ 
ΠΕΡΑΙΤΕΡΩ ΑΝΑΠΤΥΞΗΣ  
 
Β.1.1  SOUTHEAST COAST ITHACA / ΝΟΤΙΟΑΝΑΤΟΛΙΚΕΣ ΑΚΤΕΣ ΙΘΑΚΗΣ  
 Β.1.2  SOUTHWEST COAST ITHACA / ΝΟΤΙΟΔΥΤΙΚΕΣ ΑΚΤΕΣ ΙΘΑΚΗΣ  
 Β.2 SOUTHEAST COAST KEFALLONIA / ΝΟΤΙΟΑΝΑΤΟΛΙΚΕΣ ΑΚΤΕΣ ΚΕΦΑΛΟΝΙΑΣ  
10 Β.3 ERATINI / ΕΡΑΤΕΙΝΗ  
10 Β.4 GALAXIDI / ΓΑΛΑΞΙΔΙ  
10 Β.5 ANTIKIRA / ΑΝΤΙΚΥΡΑ  
11 Β.6 VOURLIA / ΒΟΥΡΛΙΑ  
23 Β.7 MEGARA / ΜΕΓΑΡΑ  
13 Β.8 KANDILI (NORTH EVOIKOS) / ΚΑΝΔΗΛΗ (Β. ΕΥΒΟΙΚΟΣ  
 Β.9 STOMIO / ΣΤΟΜΙΟ  
 
15 Β.10  AMPELOS SITHONIAS / ΑΜΠΕΛΟΣ ΣΙΘΩΝΙΑΣ  
Β.11  IERISSOS / ΙΕΡΙΣΣΟΣ  
 Β.12  STRIMONIKOS KOLPOS / ΣΤΡΥΜΩΝΙΚΟΣ ΚΟΛΠΟΣ  
 Β.13  IRAKLEITSA -NEA PERAMOS / ΗΡΑΚΛΕΙΤΣΑ - ΝΕΑ ΠΕΡΑΜΟΣ  
 Β.14  AGIASMA -KERAMOTI -ERASMIO / ΑΓΙΑΣΜΑ - ΚΕΡΑΜΩΤΗ - ΕΡΑΣΜΙΟ  
 Β.15  MARONIA / ΜΑΡΩΝΕΙΑ  
 Β.16  KOLPOS KALLONIS / ΚΟΛΠΟΣ ΚΑΛΛΟΝΗΣ   
 
2/2 
 16 Β.17  MPALOUTSOS SKALOCHORIOU / ΜΠΑΛΟΥΤΣΟΣ ΣΚΑΛΟΧΩΡΙΟΥ  
16 Β.18  GERA -LESVOU / ΓΕΡΑ - ΛΕΣΒΟΥ  
18 Β.19  LEROS GLARONISIA / ΛΕΡΟΣ ΓΛΑΡΟΝΗΣΙΑ  
19 Β.20  KALIMNOS -PSERIMOS / ΚΑΛΥΜΝΟΣ - ΨΕΡΙΜΟΣ  
20   
19 Β.21  KALIMNOS -EMPOREIOS / ΚΑΛΥΜΝΟΣ - ΕΜΠΟΡΕΙΟΣ  
22 Β.22  KAMEIROS RODOU -CHALKI / ΚΑΜΕΙΡΟΣ ΡΟΔΟΥ - ΧΑΛΚΗ  
  
Γ DIFFICULT TO ACCESS AREAS WITH SIGNIFICANT POSSIBILITIES FOR MARINE 
AQUACULTURE DEVELOPMENT / ΔΥΣΠΡΟΣΙΤΕΣ ΠΕΡΙΟΧΕΣ ΜΕ ΣΗΜΑΝΤΙΚΕΣ 
ΔΥΝΑΤΟΤΗΤΕΣ ΑΝΑΠΤΥΞΗΣ ΤΩΝ ΘΑΛΑΣΣΙΩΝ ΥΔΑΤΟΚΑΛΛΙΕΡΓΕΙΩΝ 
 Γ1 DIAPONTIOI NISOI / ΔΙΑΠΟΝΤΙΟΙ ΝΗΣΟΙ  
21 Γ2 AGATHONISI / ΑΓΑΘΟΝΗΣΙ  
  
Δ  
AREAS WITH SIGNIFICANT SENSITIVITY REGARDING THE NATURAL AND 
CULTURAL ENVIRONMENT / ΠΕΡΙΟΧΕΣ ΜΕ ΙΔΙΑΙΤΕΡΗ ΕΥΑΙΣΘΗΣΙΑ ΩΣ ΠΡΟΣ ΤΟ 
ΦΥΣΙΚΟ ΚΑΙ ΠΟΛΙΤΙΣΜΙΚΟ ΠΕΡΙΒΑΛΛΟΝ 
 
2  
Δ1  
AMVRAKIKOS KOLPOS / ΑΜΒΡΑΚΙΚΟΣ ΚΟΛΠΟΣ  
 
Δ2 VISTONIKOS KOLPOS / ΒΙΣΤΩΝΙΚΟΣ ΚΟΛΠΟΣ