EUROPEAN COMMISSION  
 
Brussels, 12.6.2019  
C(2019) 4473 final  
PUBLIC VERSION  
 
To the notifying party  
Subject : Case M.9324 - ALSO /ABC Data  Group  
Commission decision pursuant to Article 6(1)(b) of Council 
Regulation No 139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
 
Dear Sir or Madam,  
 
( 1) On 2 May 2019 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation (the “ Transaction”) 
by which ALSO Holding AG (“ALSO”) acquires within the meaning of Article 
3(1)(b) of the Merger Regulation sole control over the assets of ABC Data Group 
(“ABC Data”).3 (ALSO is designated hereinafter as the 'Notifying Party' or, 
jointly with ABC Data, the  ”Parties”).  
 
1. THE PARTIES  
 
( 2) ALSO is the parent company of the Also Group which is acti ve in the wholesale 
distribution of products, solutions and services related to information technology, 
telecommunication and consumer electronics. The Also Group has subsidiaries in 
15 EEA Member States and in Switzerland. ALSO, in turn, is solely control led by 
 
 
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 marke t' 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 163 , 13.05.2019 , p. 7. 
 
 
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 . 
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information omitted has been replaced by 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  Droege Group AG, Düsseldorf, Germany, which indirectly holds 51.3% of the 
shares in ALSO and the majority of ALSO's voting rights.  
 
( 3) ABC Data is active as a wholesale distributor of computers, peripherals and 
software, telecommunication equ ipment and consumer electronics. ABC Data is 
mainly active in Poland where it generates approx. […]% of its worldwide 
turnover.  
 
2. THE OPERATION  
 
( 4) The Transaction consists of an acquisition of assets. Pursuant to a number of 
agreements concluded between the Parties,4 ALSO will indirectly acquire all 
assets of ABC Data, including all of its shares in a number of subsidiaries in 
Hungary, Lithuania, Poland, Romania and Slovakia.  
 
( 5) ABC Data is the parent company of the ABC Data Group and the Transaction  
will enable ALSO to acquire sole control over almost the entire business of the 
ABC Data Group.5 According to the Parties, such result will be achieved through 
the steps outlined in the following  paragraphs.  
 
( 6) First, ALSO and MCI (ABC Data’s mother company) have  launched a public bid 
for the 37.15% of ABC Data's shares. Upon successful completion of the bid, 
MCI shall have approximately 66% of ABC Data's shares and retain sole control 
of the company, while ALSO shall have the remaining shares of ABC Data 
purchase d in the public takeover bid.6 As part of the Transaction, MCI will not 
transfer any of its shares in ABC Data to ALSO. ALSO, on the other hand, will 
acquire all the assets of ABC Data (except those carved  out). 
 
( 7) Once the assets of ABC Data have been trans ferred to ALSO, MCI will 
repurchase all shares that ALSO acquired through the public bid on ABC Data. 
As a consequence, MCI will then hold (i) the majority of the shares in ABC Data, 
by that time an empty shell company without any operative business and (i i) 
indirectly, 100% of the shares in ABC Data Marketing, at that point also an empty 
shell company without any operative business and (iii) indirectly, 100% in each  
of the subsidiaries of ABC Data that have been carved out from the  Transaction.  
 
( 8) The Trans action therefore constitutes a concentration pursuant to Article 3(1)(b) 
of the Merger  Regulation.  
 
 
4 Tender Offer Agreement signed on 21 December 2018; Agreement for the Sale of Enterprise of ABC 
Data S.A. and Agreement for the Sale of Enterprise of ABC D ata Marketing (to be signed after the 
settlement of the Tender offer); Agreement relating to the Resale of ABC Data’s Shares of 21 
December 2018; Framework Agreement (concerning the takeover offer and asset transactions) of 21 
December 2018.  
5 The structure of the Transaction provides for the carve -out of certain subsidiaries of ABC Data, which 
will remain in the hands of ABC Data, while its other assets included in the Transaction are 
transferred to ALSO. None of these subsidiaries carries out operative  businesses.  
6 This minority shareholding will not confer joint control to ALSO (either directly or indirectly), 
because ALSO will not obtain any veto rights regarding strategic business decisions within ABC 
Data. It has also been agreed between the Parties t hat ALSO's minority shareholding in ABC Data 
will only be temporary and will not last more than 1 -2 months (hence, the situation will not be on a 
lasting basis).  
3  3. EU DIMENSION  
 
( 9) The combined aggregate worldwide turnover of all the undertakings concerned 
exceeds EUR 5 000 million7 (Droege: EUR […]; ABC Data: EUR […]). Each of 
the undertakings concerned generates an aggregate turnover in excess of 250 
million in the EU (Droege: EUR […] approximately; ABC Data: EUR […] 
approximately). While ABC Data achieves more than two -thirds of its aggregate 
EU-wide turnover in Poland, Droege does  not. 
 
( 10) Therefore, the Transaction has a Union dimension pursuant to Article 1(2) of the 
Merger  Regulation.  
 
4. PRODUCT MARKET  DEFINITION  
 
( 11) The Parties’ activities overlap in the following product markets (and/or possible 
segments thereof): (i) the wholesale distribution of Information Technology  
("IT") products (e.g. PCs, notebooks, workstations, tablets, etc.); (ii) wholesale 
distribution o f telecommunication equipment (e.g. mobile phones); (iii) wholesale 
distribution of consumer electronics (“CE”) (e.g. TVs, Hi Fi, screens, 
refrigerators, dishwashers, washing machines), and (iv) wholesale distribution of 
printing consumables (e.g. ink cart ridges, toner, etc.). The first two categories, i.e. 
IT products and telecommunication equipment, are referred to as information and 
communication technology products (“ICT”)  below.  
 
4.1.1. Wholesale distribution of ICT and CE  products  
 
( 12) In the precedents listed at paragraphs (13)-(15), the Commission assessed the 
possible product markets for wholesale distribution of IT products, 
telecommunication equipment and  CE. 
 
( 13) In Avnet/Magi rus,8 Tech Data/Scribona ,9 Tech Data/Avnet ,10 the Commission has 
defined a market for the wholesale distribution of IT products, but left open the 
question whether the market should be further sub -segmented (i) by product 
categories (e.g. server, storage, PCs, etc.), (ii) by direct and indirect sales11 or (iii) 
by different distribution models (broadline vs value -added distribution 
(“VAD”)).12 
 
( 14) In Argues/SHC13 and ALSO/PCF ,14 the Commission identified a separate market 
for the wholesale of telecommunication  products, including wholesale of  landline  
 
7 Turnover calculated in accordance with Article 5 of the Merger  Regulation.  
8 Commission decision of 21 September 2012, Case COMP/M. 6577 Avnet/Magirus, para. 10 et  seq. 
9 Commission decision of 24 April 2008, Case COMP/M.5091 Tech Data/Scribona, para. 11 et  seq. 
10 Commission decision of 23 February 2017, Case COMP/M.8248 Tech Data/Avnet’s Technology 
Solutions.  
11 Direct sales are sales by manufacturers to resellers and end -custo mers, while indirect sales include 
sales to resellers and retailers through a wholesale  distributor.  
12 Broadline distribution is basic, large -scale delivery of products. Additional services, such as consulting 
or system configuration support, sales training,  marketing, repair and financial solutions, which can 
be offered by IT distributors, are generally referred to as “value added” services (or value added 
distribution).  
13 Commission decision of 25 September 2008, Case COMP/M.5303 Arques/SHC, para. 31 et  seq. 
14 Commission decision of 21 October 2015, Case COMP/M.7708  ALSO/PCF.  
4  telephony terminals, mobile phones and similar terminals (such as car telephones) 
and accessories as well as other related services, but left the precise market 
definition  open.  
 
( 15) In ALSO/PCF , the Commission considered a possible market for wholesale 
distribution of consumer electronics but left the precise market definition  open.15 
 
( 16) In the decisions listed at paragraphs from (13)-(15),  the Commission also 
included related services, such as after -sales support, training and financial 
services to customers in the wholesale  market.16 
 
( 17) The Notifying Party submits that the relevant product market is the overa ll market 
for wholesale distribution of ICT and CE. As an alternative product market 
definition, the Notifying Party refers to the possible distinction between the 
wholesale  distribution  of (i) IT products,  (ii) telecommunication  products,  and 
(iii) CE.  
 
( 18) With regard to the distribution of IT products, in the Notifying Party's view, the 
relevant market does not need to be further sub -segmented by (i) direct or indirect 
sales channels, (ii) product category or (iii) distribution model (broadline 
distribution and VAD). According to the Notifying Party, a distinction between 
direct and indirect sales channels is not necessary as both channels constitute 
alternative sources of supply to customers (i.e. retailers and large resellers). A 
further sub -segmentation by  product category is not appropriate due to a general 
industry trend towards product convergence, whereby wholesalers offer the same 
product range and one -stop-shop solutions.17 According to the Notifying Party, 
the emergence of cloud services further blurs the distinction between different IT 
products as they are offered on a pay -per-use basis substituting a number of 
different categories of IT products. The Notifying Party considers that, as ALSO 
and ABC Data do not have any meaningful activities as V AD, the exact market 
definition can be left open, as it does not affect the outcome of the proposed 
Transaction.  
 
( 19) The market investigation provided mixed results as to the exact scope of the 
relevant product markets and possible further segmentation as set  out at 
paragraphs from (13) to (15).18 For the purpose of the present decision, the exact 
product market definition can be left open as the Transaction does not raise 
serious doubts as to its com patibility with the internal market under any plausible 
product market  definition.  
 
15 Consumer electronics include e.g. "brown goods" such as TVs, Hifi, screens, major domestic 
appliances (i.e. "white goods", such as refrigerators, dishwashers, washing machines) MP3 players, 
photography products and music/movies/games (CD, DVD, computer  games).  
16 ALSO's revenues derived from financial services and services such as logistics services, training, 
maintenance, installation and maintenance of hardware and softw are etc. amount to 3% of its total 
revenues and therefore will not lead to significantly different market shares than those set out in 
section  V.1.A.  
17 The Notifying Party argues, in addition, that the relevant product market should include services 
related to the product distribution, such as after -sales support, training and financial services to 
customers in the wholesale market (such services, in the case at hand, account for a minimal 
percentage of the Parties’ respective  turnover).  
18 See Q1 to competitors , replies to questions 4, 4.1, 4.1.1, 5, 5.1, 6 and 6.1; Q2 to customers, replies to 
questions 4, 4.1, 4.1.1, 5, 5.1, 6 and 6.1 and Q3 to vendors, replies to questions 4, 4.1, 4.1.1, 5, 5.1, 6 
and 6.1. 
5  4.1.2. Wholesale distribution printing  consumables  
 
( 20) In Unipapel/Spicers ,19 ALSO/Alpha International ,20 the Commission considered a 
separate market for the wholesale of printing consumables (or 'printing supplies', 
such as ink cartridges, toners, etc.). The Commission considered a further 
distin ction between distribution channels, i.e. over specialized wholesalers, IT 
wholesalers or wholesalers of office supplies but left the precise product market 
definition  open.  
 
( 21) The Notifying Party submits that further segmentation by distribution channel is 
not appropriate as both wholesalers of traditional office supplies and wholesalers 
of IT products supply printing consumables and customers source a number of 
printing consumables products from  both.  
 
( 22) The market investigation provided mixed results as to t he exact scope of the 
relevant product markets and possible further segmentation as set out at paragraph 
(20).21 For the purpose of the present decision, the exact product market definition 
can be left open as the Transaction does not raise serious doubts as to its 
compatibility with the internal market under any plausible product market 
definition.  
 
4.1.3. Stationary/online retail sales of electronic  devices  
 
( 23) In Carphone Warehouse/Dixons ,22 Media Saturn/Redcoon ,23 DGSI/Fotovista ,24  
the Commission considered whether the retail market for electronic equipment 
should be further sub -segmented into (i) brick -and-mortar shops (offline retailing) 
and (ii) home shopping (which includes online shopping and shopping by 
catalogue) of electronic  devices equipment, but left the precise market definition 
open.25 
 
( 24) The Notifying Party submits that the precise market definition can be left open in 
the present case as the Transaction will not raise any concerns regardless of the 
product market  definition.  
 
( 25) The Commission considers that, for the purpose of the present decision, the exact 
product market definition can be left open as the Transaction does not  raise  
 
19 Commission decision of 20 December 2011 Case COMP/M.6382 Unipapel/Spicers, para. 4 6 et seq. 
20 Commission decision of 21 May 2014, Case COMP/M.7189 – ALSO/Alpha International, para. 12 et 
seq. 
21 Q1 to competitors, replies to questions 7 and 7.1, Q2 to customers, replies to questions 7 and 7.1 and 
Q3 to vendors, replies to questions 8 and  8.1. 
22 Commission decision of 25 June 2014, Case COMP/M. 7259 Carphone Warehouse/Dixons, para. 16 et 
seq. 
23 Commission decision of 23 June 2011, Case COMP/M.6226 Media Saturn/Redcoon, para. 9 et  seq. 
24 Commission decision of 29 June 2006, Case COMP/M. 4226 DGSI/Fotovista, para. 9 et  seq. 
25 A further sub -segmentation was considered into (i) retail trade in brown goods, (ii) retail sale of large 
household appliances ("white goods", e.g. washing machines, refrigerators, etc.), (iii) retail sale of 
small household  appliances (e.g. toasters, irons, etc.) and (iv) retail sale of computers and 
telecommunications equipment. For the retail sale of mobile phones and tablet computers, in 
Carphone Warehouse/Dixons , the Commission also examined whether a distinction between  (i) tied 
specialist retailers (retail outlets owned by MNOs or MVNOs), (ii) independent specialist retailers 
(retail outlet specialized in the sale of mobile communications devices and services), (iii) generalist 
retailers  and 
(iv) specialist electrical r etailers, would be necessary.  
6  serious doubts as to its compatibility with the internal market under any plausible 
product market definition.  
 
4.2. Geographic market  definition  
 
( 26) With regard to wholesale distribution of ICT products (IT products and 
telecommunication equipment), CE and printing consumables, in its previous 
decisions referenced in section 4.1.1 and 4.1.2, the Commission considered 
alternative geographic market definitions: EEA -wide, regional and national in 
scope, but ulti mately left the precise geographic market definition  open.  
 
( 27) The Notifying Party submits that the relevant geographic market for  the 
wholesale distribution of ICT products (IT products and telecommunication 
equipment), CE and printing consumables should be  defined as EEA -wide, or 
alternatively at a regional level (i.e. the Baltic region). According to the Notifying 
Party, the precise market definition can be left open as the Transaction will not 
raise any concerns under any plausible market  definition.  
 
( 28) With regard to retail sales of electronic devices/equipment, in previous decision 
referenced in section 4.1.3, the Commission considered geographic markets at 
regional and national level but left the precise geographic market definition  open.  
 
( 29) In the Notifying Party's view, the precise geographic market definition can be left 
open as the Transaction will not raise any concerns irrespective of the geographic 
market  definition.  
 
( 30) The market investigation provided mixed results as to the exact scope of the  
relevant geographic markets.26 For the purpose of the present decision, the exact 
product market definition can be left open as the Transaction does not raise 
serious doubts as to its compatibility with the internal market under any plausible 
geographic m arket  definition.  
 
5. COMPETITIVE  ASSESSMENT  
 
5.1. Framework for the competitive  assessment  
 
5.1.1. Horizontal non -coordinated  effects  
 
( 31) The Horizontal Merger Guidelines describe horizontal non -coordinated effects as 
follows: “A merger may significantly impede effective competition in a market  
by removing important competitive constraints on one or more sellers who 
consequently have increased market power. The most direct effect of the merger 
will be the loss of competition between the merging firms. For example, if prio r 
to the merger one of the merging firms had raised its price, it would have lost 
some sales to the other merging firm. The merger removes this particular 
constraint. Non -merging firms in the same market can also benefit from the 
reduction of competitive p ressure that results from the merger, since the merging 
firms’  price  increase  may switch  some  demand  to the rival firms,  which,  in turn, 
 
 
26 Q1 to competitors, replies to questions 8 and 8.1, Q2 to customers, replies to questions 9 and 9.1 and 
Q3 to vendors, replies to questions 8 and  8.1. 
7  may find it profitable to increase their prices. The reduction in these competitive 
constraints could lead to significant price increases in the relevant market.”27 
 
( 32) Therefore, a merger giving rise  to such non -coordinated effects might 
significantly impede effective competition by creating or strengthening the 
dominant position of a single firm, one which, typically, would have an 
appreciably larger market share than the next competitor  post-merger.  
 
( 33) 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 merger, such as the large market shares of the merging firms, the fact that 
the mergin g firms are close competitors, the limited possibilities for customers to 
switch suppliers , or the fact that the merger would eliminate an important 
competitive force.28 That list of factors applies equally regardless of whether a 
merger would create or st rengthen 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 exhaus tive list.29 
 
( 34) Finally, the Horizontal Merger Guidelines describe a number of factors, which 
could counteract the harmful effects of the merger on competition, including the 
likelihood of buyer power, entry and  efficiencies.  
 
5.1.2. Vertical  effects  
 
( 35) According to the Non -Horizontal Merger Guidelines, foreclosure occurs when 
actual or potential rivals’ access to supplies or markets is hampered, thereby 
reducing those companies’ ability and/or incentive to compete. Such foreclosure 
may discourage entry or expansion o f rivals or encourage their  exit.30 
 
( 36) The Non -Horizontal Merger Guidelines distinguish between two forms of 
foreclosure: input foreclosure occurs where the merger is likely to raise the costs 
of downstream rivals by restricting their access to an important input and 
customer foreclosure occurs where the merger is likely to foreclose upstream 
rivals by restricting their access to a sufficient customer  base.31 
 
( 37) In order for foreclosure to be a concern, three conditions need to be met post - 
merger: (i) the merg ed entity needs to have the ability to foreclose its rivals32 ; (ii) 
the merged entity needs to have the incentive to foreclose its rivals33; and (iii) the 
foreclosure strategy needs to have a significant detrimental effect on the 
parameters of competition  on the downstream market (input foreclosure)34 or  
have an adverse impact in the downstream market and harm consumers  (customer  
 
27 Horizontal Merger Guidelines, paragraph  24. 
28 Horizontal Merger Guidelines, paragraphs 27 et seq. 
29 Horizontal Merger Guidelines,  paragraph  26. 
30 Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control 
of concentration between undertakings (the Non -Horizontal Merger Guidelines), OJ C 265/6, 
18.10.2008, paragraphs  29-30. 
31 Non-Horizontal Merger Guidelines, paragraph  30. 
32 Non-Horizontal Merger Guidelines, paragraphs 33 to 39 and 60 to  67. 
33 Non-Horizontal Merger Guidelines, paragraphs 40 to 46 and 68 to  71. 
34 Non-Horizontal Merger Guidelines, paragraphs 47 to  57. 
  
foreclosure).35 In practice, these factors are often examined together since they are 
closely intertwined.  
5.2.1 Horizontally affected markets  
5.2.1 Market shares  
5.2.1.1.  Wholesale distribution of ICT and CE products  
( 38) The Transaction gives rise to a limited number of horizontally affected markets in the 
markets for wholesale distribution of ICT (IT products and telecommunication 
equipment) and CE products (and/or certain product categories thereof) only under a 
geographic market definition identifying a regional36 or national geogr aphic markets 
(i.e. in the Baltic region and in the respective national markets of Estonia, Latvia and 
Lithuania, Poland and Slovakia).  
( 39) The Parties only act as wholesaler and therefore are not active on the direct sales 
distribution channel (i.e. from manu facturers to retailers/resellers). The market shares 
set out at paragraphs (41) -(44) below are based on the smallest possible market, 
excluding direct sales and including only indirect sales.37 On a possible market 
comprising both distribution channels, th e Parties combined market share are lower.  
( 40) Tables 1 -3 below present the relevant market shares, based on such segmentation per 
each relevant country.  
Wholesale distribution of ICT and CE products  
( 41) On the possible overall market for the wholesale distribution of ICT and CE, 
horizontally affected markets only arise when the market is sub -segmented based on 
distribution channels (i.e. including only indirect sales and excluding direct sales by 
manufacturers).  
 
35 Non-Horizontal Merger Guidelines, paragraphs 72 to 77.  
36 Under a geographic market definition, comprising all Baltic countries, the Transaction gives rise to 
horizontally affected markets in the following segments: wholesale distribution of PCs and notebooks ( [20-
30]%), Servers ([30 -40]%). Storage ( [20-30]%). Printers ( [20-30]%), Printing consumables ([40 -50]%). The 
increment brought by the Transaction is below [0 -5]% on all segments and the market investigation has not 
indica ted any competitive concern in this respect. Such segmentation will therefore not be further discussed in 
the following sections.  
37 Based on the Parties' best estimates, manufacturers distribute a large part of then products directly to  
retailers/resellers a nd end -customers, up to 50% of total sales. This is in line with previous Commission 
decisions, e.g. Commission decision of 26 June 2008. Case COMP/M.5162 Avnet/Horizon. para 10 (for the 
United Kingdom); Commission decision of 19 May 2008. Case COMP/M.5099  Arrow Electronics/Logix. 
para 35. 41 (44 % of servers and 38 % of storage products in 2007 in Denmark); Commission decision of 28 
April 2008. Case COMP/M.5091 Tech Data/Scribona. para 21. 34. 39. 41. 44 (for Finland. Sweden and 
Noway).  
 Table 1: Wholesale distribution of ICT a nd CE products (2018)  
Country  Market share ALSO  Market share ABC 
Data  Combined marke  
share  
Estonia  [20-30]%  [0-5]% [20-30]%  
Latvia  [10-20]%  [0-5]% [20-30]%  
Lithuania  [10-20]%  [0-5]% [20-30]%  
Source: IDC and Parties' estimates  
--------------------------------  
  
 
    Wholesale d istribution of IT products  
( 42) On the possible market for wholesale distribution of IT products (excluding direct 
sales by manufacturers), the Transaction leads to the following horizontally affected 
markets:  
 
 
( 43) In addition, in a number of sub -segments of the market for wholesale distribution of IT 
products by product category (excluding direct sales by manufacturers) in Estonia, 
Latvia, Lithuania, and Poland, the Parties’ combined market shares are above 20%38: 
• Estonia: PCs and notebooks ( [40-50]%; ALSO: [40-50]% ; ABC Data: [0-5]%); 
Workstations ( [50-60]%; ALSO: [50-60]% ; ABC Data: [0-5]%), Printers ( [30-
40]%; ALSO: [20-30]% ; ABC Data: [5-10]%)39. 
• Latvia : PCs and notebooks ( [30-40]%; ALSO: [30-40]% ; ABC Data: [0-5]%), 
Workstations ( [40-50]%; ALSO: [40-50]% ; ABC Data: [0-5]%), Tablet PCs ( [20-
30]%; ALSO: [10-20]% ABC Data: [0-5]%), Printers ( [50-60]%; ALSO: [50-60]%; 
ABC Data: [5-10]%)40. 
 
 
 
 
 
38  Horizontally affected markets where the increment is below [0-5]% are: Estonia: Servers (ALSO: [40-50]% ; 
ABC Data: [0-5]7%); Storage (ALSO  [20-30]% ; ABC Data: [0-5]%); Latvia: Software (ALSO: [20-30]% ; 
ABC Data [0-5]%); Servers (ALSO: [40-50]% ; ABC Data: [0-5]%); Storage: (ALSO: [20-30]% ; ABC Data: 
[0-5]%); Lithuania: Servers (ALSO: [20-30]% ; ABC Data: [0-5]%), Storage (ALSO: [20-30]% ; ABC Data: 
[0-5]%); Software (ALSO: [20-30]% ; ABC Data: [0-5]%) Denmark: PCs and notebooks ( 40-50]%; ALSO: 
[40-50]% ; ABC Data: [0-5]%); Germany: Storage ( [30-40]%; ALSO: [30-40]% ; ABC Data : [0-5]%). These 
possible segments are therefore not further discussed in the following sections.  
39 The market shares of the Parties’ competitors in Estonia on the PCs and notebooks segment are: TD Baltic 
([5-10]%), ACC Distribution [30 -40]%), F9 Distribu tion [5 -10]%); Workstations: TD  Baltic [20 -30]%), 
ACC Distribution ( [20-30]%); Printers: ACC Distribution ( [10-20]%), TD Baltic ( [5-10]%). 
40 The market shares of the Parties’ competitors in Latvia on the PCs and notebooks segment are:  ELKO 
Group ( [20-30]%), TD Baltic ( [10-20]%). ACC Distribution ( [20-30]%), F9 Distribution ( [10-20]%); 
Workstations: TD Baltic ( [10-20]%), ACC Distribution ( [10-20]%); Tablet PC: ELKO Group ( [10-20]%), 
TD Baltic ( [10-20]%), ACC Distribution ( [10-20]%); Pri nters: ELKO Group ( [5-10]%), TD Baltic ( [5-
10]%), ACC Distribution ( [5-10]%) and others such as TVG, Asbis. F9 Distribution, for which market share 
estimates are not available. 
Table 2: Wholesale distribution of IT products (2018)  
Country  
Market share ALSO  Market share ABC 
Data  Combined market 
share  
Estonia  [30-40]%  [0-5]% [30-40]% 
Latvia  [20-30]%  [0-5]% [20-30]% 
Lithuania  [10-20]%  [0-5]% [20-30]% 
Poland  [10-20]%  [10-20]% [20-30]% 
Source: IDC and Parties' estimates  
 
11 
  
•    Lithuania: PCs and notebooks ( [20-30]%; ALSO: [10-20]%; ABC Data: [0-
5]%); Storage ( [20-30]%; ALSO: ([20-30]% ; ABC Data: [0-5]%); Printers ( 40-
50]%; ALSO: ([40-50]% ; ABC Data: [0-5]%).41 
 
( 44) With regard to Poland, Table 3 provides an overview of the horizontally affected 
markets by product category1 and the increment brought by the Transaction:  
 
 
Wholesale distribution of telecommunications equipment  
( 45) On the possible market for wholesale distribution of telecommunications 
equipment (excluding direct sales by manufacturers), the Transaction leads to 
horizontally affected markets only in Poland ( [20-30]%; ALSO [5-10]% ; ABC 
Data: [10-20]%). 
Wholesale distribution  of CE  
( 46) On the possible markets for wholesale distribution of CE (excluding direct sales by 
manufacturers), the Transaction leads to horizontally affected markets only in 
Lithuania ( [20-30]%; ALSO: [10-20]% ; ABC Data: [5-10]%). 
5.2.1.2.1.  Wholesale distribution of pri nting consumables  
The Transaction leads to the following horizontally affected markets on the market 
for wholesale distribution of printing consumables.42 The market shares set out at 
                                                      
41 The market shares of the Parties' competitors in Lithuania on the PCs and notebooks segment are: ACC 
([30-40]%). AVAD ([10 -20]%). TD Baltic ([10 -20]%). F9 Distribution ([5 -10]%), ELKO ([10-20]%); 
Servers: ACC ([20 -30]%), TD Baltic ([20 -30]%). ELKO ([5 -10]%), F9 Distribution ([5 -10]%); Storage: 
ACC ([30 -40]%), TD Baltic ( [10-20]%). ELKO ( [20-30]%), F9 Distribution ( [5-10]%); Printers: ACC 
([10-20]%). TD Baltic ( [5-10]%). ELKO ( [5-10]%). F9 distribution ( [10-20]%). 
42 The market shares of the Parties' competitors in Poland on the PCs and notebooks segment are: AB SA 
([30-40]%), Ingram Micro ( [5-10]%), Tech Data ( [10-20]%); Servers: AB SA ( [20-30]%). Ingram 
Micro ( [0-5]%), Tech Data ( [20-30]%); Storage: AB ( [10-20]%), Inconi ( [20-30]%), Action ( [10-
20]%); Workstations: AB SA ( [30-40]%), Ingram Micro ( [10-20]%), Tech Data ( [10-20]%); Tablet PC: 
AB SA ( [20-30]%). Ingram Micro ( [5-10]%). Tech Data ( [5-10]%), Incom ( [10-20]%); Printers: AB SA 
([20-30]%). Ingram Micro ( [0-5]%). Tech Data ( [10-20]%), Action ( [10-20]%). The Notifying Party 
submits that with regard to the wholesale distribution of Servers and Storage. Veracomp and Arrow are 
also important competitors. As the Parties were not able to provide reasonable assumptions as to their 
market shares, the combined market share of the Parties in these segments is likely overestimated  Table 3: Wholesale distribution of IT products (by product category) in Poland - 
(2018)  
Segment  
Market share ALSO  Market share ABC 
Data  Combined market 
share  
PCs and notebooks  [10-20]%  [20-30]% [30-40]% 
Servers  [5-10]%  [40-50]% [40-50]% 
Storage  [20-30]%  [5-10]%  [30-40]% 
Workstations  [10-20]%  [20-30]% [30-40]% 
Tablet PCs  [30-40]%  [10-20]% [40-50]% 
Printers  [5-10]%  [20-30]% [30-40]% 
Source: IDC and Parties' estimates  
 
11 
 Table 4 below are based on the smallest possible market, excluding direct sales and 
including only indirect sales. 44 On a possible market comprising both distribution 
channels, the Parties combined market shares are lower 45 
 
 
5.2.2. Horizontal non -coordinated effects  
5.2.2.1.  Notifying Party’ s views  
(48) The Notifying Party argues that the Transaction would not raise any unilateral 
effects for the reasons set out below.  
(49) First, the Transaction results in very small increments and the Parties face a number 
of strong competitors on all affected markets, including Poland and Slovakia, 
which will continue to exert a competitive constraint post -Transaction.  
(50) Second, in the Notifying Party’s view, ALSO and ABC Da ta Group are not close 
competitors. Both ALSO and ABC Data Group supply a large range of ICT 
products (i.e. IT products and telecommu nication equipment), CE and printing 
consumables. The product ranges of the Parties are comparable to the product 
ranges su pplied by other players active on all affected markets. In addition, 
according to the Notifying Party, all major competitors in the wholesale 
distribution market offer products manufactured by a large variety of 
manufacturers and it is relatively easy and not costly for market players to increase 
their portfolios by entering into supply contracts with further manufacturers and to 
rent additional warehousing space, where necessary.  
43 Horizontally affected markets where the increment is below 1% are: Austria (A LSO: [20-30]%; ABC Data: [0-
5]%); Croatia (ALSO: [20-30]%; ABC Data: [0-5]%) and Denmark (ALSO: [50-60]%; ABC Data: [0-5]%). 
These markets are therefore not further discussed in the following sections.  
44 Based on the Parties' best estimates, manufacturers distribute a large part of then products directly to 
retailers/resellers and end -customers, up to 50% of total sales. This is in line with previous Commission decisions, 
e.g. Commission decision of 26 June 2008. Case COMP/M.5162 Avnet/Horizon. para 10 (for  the United 
Kingdom); Commission decision of 19 May 2008. Case COMP/M.5099 Arrow Electronics/Logix. para 35. 41 (44 
% of servers and 38 % of storage products in 2007 in Denmark); Commission decision of 28 April 2008. Case 
COMP/M.5091 Tech Data/Scribona. pa ra 21. 34. 39, 41. 44 (for Finland. Sweden and Noway).  
45 The market shares of the Parties' competitors on the possible market for the wholesale distribution of printing 
consumables are: Estonia (TD Baltic: [20-30]%); Latvia (TD Baltic: [5-10]%. ACC: [0-5]%, ELKCL [5-10]%); 
Lithuania (ACC: [10-20]%. ELKO: [10-20]%, F9 Distribution: [5-10]%); Slovakia: ASBIS (around [10-20]%-[20-
30]%). ED Systems ( [10-20]%), AT Computers ( [10-20]%). SWS ( [5-10]%-[10-20]%), AGEM ( [5-10]%-[10-
20]%).Table 4: Wholesale distributi on of printing consumables (2018)  
Segment  
Market share ALSO  Market share ABC 
Data  Combined market 
share  
Estonia  [40-50]%  [0-5]% [50-60]% 
Latvia  [20-30]%  [0-5]% [20-30]% 
Lithuania  [40-50]%  [0-5]% [40-50]% 
Slovakia  [10-20]%  [5-10]% [20-30]% 
Source: IDC and Parties' estimates  
 
12   
(51) Third, the Notifying Party argues that customers can easily switch to other 
wholesal ers at any time and without incurring any additional costs because 
customers already apply multi -sourcing strategies. Customers can also increase 
their direct purchases from manufacturers.  
 
(52) As regards the wholesale of printing consumables, the Notifying Pa rty considers 
that both wholesalers of traditional office supplies and wholesalers of IT products 
constitute alternative sources of printing  consumables.  
 
(53) Fourth, according to the Notifying Party, the Parties' customers are sophisticated 
buyers with substa ntial buyer power (e.g. specialised retail store chains or groups 
such as Media Markt, MediaExpert, Euronet). At the same time, at the upstream 
level, manufacturers mostly conclude short -term and non -exclusive distribution 
agreements for their product rang e with several wholesalers and which can easily 
be terminated.  
 
5.2.2.2.  Commission’s  assessment  
 
(54) The Commission considers that, for the reasons set out below, the Transaction 
does not raise serious doubts as to its compatibility with the internal  market.  
 
(55) First, the Transaction results in very small increments under all plausible market 
definitions, with the exception of Poland (see Table 3) and Slovakia (for 
wholesale distribution of printing consumables) (see Table  4). 
 
(56) Second, as explain below, on all a ffected markets, the merged entity faces several 
competitors (which are already present) and which will continue to exert a 
competitive constraint  post-Transaction.  
 
(57) With regard to the Polish market, based on the Notifying Party’s submission and 
on the res ponses to the market investigation,46 the alternative wholesale 
distributors include AB SA Tech Data, Ingram Micro, Veracomp, Action, NTT, 
which will continue to exert a competitive constraint on the merged entity post - 
Transaction.  
 
(58) With regard to Estonia , based on the Notifying Party's submission and on the 
responses to the market investigation, the alternative wholesale distributions are 
TD Baltic, ACC Distribution, F9 Distribution, Elko, which will continue to exert 
a competitive constraint on the merge d entity  post-Transaction.  
 
(59) With regard to Latvia, based on the Notifying Party's submission and on the 
responses to the market investigation, the alternative wholesale distributions are 
ACC, TD Baltic, ELKO, F9 Distribution, which will continue to exert a  
competitive constraint on the merged entity  post-Transaction.  
 
(60) With regard to Lithuania, based on the Notifying Party’s submission and on the 
responses to the market investigation, the alternative wholesale distributors 
include ACC, AVAD, TD Baltic, which  will continue to exert a competitive 
constraint on the merged entity  post-Transaction.  
 
 
 
46 Q2 to customers, replies to question 11.2 and Q3 to vendors, replies to question  14. 
13  (61) With regard to Slovakia, based on the  Notifying Party’s submission and on the 
responses to the market investigation, the alternative wholesale distributors are 
ASBIS, ED Systems, AT Computers, SWS and AGEM, which will continue to 
exert a competitive constraint on the merged entity  post-Transa ction.  
 
(62) Respondents to the market investigation confirmed that (i) manufacturers entrust 
the distribution of their products to multiple wholesale distributors and (ii) 
customers (i.e. resellers and retailers) already apply multi -sourcing strategies.47 
Most  customers, manufacturers and competitors who responded to the market 
investigation consider that post -Transaction that there will be a sufficient number 
of alternative distributors for the wholesale supply of ICT products (IT products 
and telecommunicatio n equipment) and printing consumables in all countries 
where both Parties are  active.48 
 
(63) In view  of the above,  a sufficient  number  of players  will remain  post- 
Transaction.49 
 
(64) Third, the market investigation also suggested that customers of wholesale 
distributors (i.e. resellers and retailers) are sophisticated buyers that use a range of 
channels to procure manufacturers’ products. Some customers indicated that they 
can also procure ICT products (IT products and telecommunications equipment) 
directly f rom the manufacturers.50 Therefore, the Parties’ customers have two 
basic options for acquiring any product: buying directly from the manufacturer or 
buying from a wholesaler. On that basis, and for the purposes of the present 
decision, the Commission cons iders that direct sales made by manufacturers to 
retailers or resellers exert a competitive constraint on wholesale distributors, only 
active on the indirect sales  channel.  
 
(65) With respect to printing consumables, the Parties’ customers have three basic 
options for acquiring printing consumables: buying from wholesalers of printing 
consumables, from wholesalers of traditional office supplies or buying directly 
from printer manufacturers. On that basis, and for the purposes of the present 
decision, the Commiss ion considers that sales made through such alternative 
channels exert a competitive constraint on the  Parties.  
 
(66) Fourth, with the sole exception of very few unsubstantiated or contradictory 
comments, virtually all respondents to the market investigation excluded any 
negative impact of the Transaction on their business or on competition in any of 
the affected markets.51 
 
 
 
 
 
 
 
47 Q1 to competitors, replies to questions 18.1, 18.2, 18.3, 18.4; Q2 to customers, replies to questions 9, 
9.1, 9.2 and Q3 to vendor s, replies to questions 11, 11.1,  11.2.  
48 Q1 to competitors, replies to  questions  11.1; Q2 to customers, replies to  questions 11,  11.11.2  and 
Q3 to vendors, replies to questions 11, 11.1,  11.2.  
49 Q1 to competitors, replies to questions 15, 15.1 and Q3 to vendors, replies to questions 17,  17.1.  
50 Q2 to customers, replies to questions 14, 14.1., 15,  15.1.  
51 Q1 to competitors, replies to questions 18.1, 18.2, 18.3, 18.4; Q2 to customers, replies to questions 9, 
9.1, 9.2 and Q3 to vendors, replies to questions 11,  11.1,  11.2.  
14  5.3. Vertically affected  markets  
 
5.3.1. Market  shares  
 
(67) The Transaction would give rise to a limited number of vertical relationships. On 
the potential market for wholesale distribution of IT products, further sub - 
segmented by product category, vertically affected markets arise in Poland for the 
distribution of PCs and notebooks ( [30-40]%), Se rvers [ 40-50]%), Storage ( [30-
40]%), Workstations ( [30-40]%), Tablet PCs ( [40-50]%), as well as in Germany. 
52 ALSO is active in Poland and German y at the downstream level, that is, in the 
market for online/stationary retail sales of ICT (IT products and 
telecommunication equipment) and  CE. 
 
5.3.2. Vertical  effects  
 
5.3.2.1.  Notifying Party’s  views  
 
(68) According to the Notifying Party, ALSO’s activities on the Polish market for the 
retailing of ICT products (IT and telecommunication products) and CE, in 
particular smartphones/mobile phones are insignificant and amount to a market 
share below [0-5]%.53 In addition, ALSO operates an online -shop in Polish and 
sells ICT an d CE products only to customers based in  Poland.  
 
(69) In the Notifying Party's view, the merged entity does not have the ability to 
restrict access to an important input. The Notifying Party submits that wholesalers 
of ICT (i.e. IT products and telecommunicati on equipment), CE products do not 
have market power in any country. This is because the availability of products 
depends on the manufacturers and not on the wholesalers. Furthermore, 
manufacturers have supply contracts with many wholesalers and, therefore,  the 
Parties' customers, e.g. retailers and e -retailers have many purchase alternatives 
via a variety of distribution channels. Moreover, the Notifying Party submits that 
resellers can also purchase products directly from the  manufacturers.  
 
(70) According to the Notifying Party, the Transaction does not raise concerns in 
relation to customer foreclosure as ALSO is only a minor player in the 
downstream market for the retailing of ICT (IT products and telecommunication 
equipment) and CE products in  Poland.  
 
5.3.2.2.  Comm ission’s  assessment  
 
(71) The Commission considers that for the reasons set out below, the Transaction 
does not raise serious doubts as to its compatibility with the internal market with 
respect to a potential input or customer  foreclosure.  
 
 
 
52 At the upstream market for the wholesale distribution of IT products, split by product category, the 
Transaction only gives rise to a vertically affected market for the wholesale distribution of PCs and 
notebooks in Germany ( [30-40]%). However, the increment is limited to  [0-5]%. In addition, the 
vertical relationship between ALSO's activities at the upstream and downstream market in Germany 
existed pre -Transaction and is therefore not merger -specific. Therefore, this vertical relationship will 
not be discussed further.  
53 ALSO’s subsidiary in Poland, i -terra, has 10 shops (two in Gdansk, two in Warsaw, Krakow, 
Bialystok, Bydgoszcz, Kielce, Gdynia and  Szczecin).  
15  (72) With regard to the ability and incentive to engage in input foreclosure, the merged 
entity does not appear to have a significant degree of market power in the 
upstream market for the wholesale distribution of ICT (IT products and 
telecommunication equipment) and CE. There are other wholesale distributors 
active on all affected markets and a ma jority of customers indicated that they 
already source ICT (IT products and telecommunication equipment) and CE from 
multiple distributors (see paragraph (57)). In addition, in some cases customers 
can also procure products directly from manufacturers. Furthermore, a majority of 
competitors, customers and manufacturers which responded to the market 
investigation consider that the merged entity would have a strong incentive to 
continue to sell to as many customers as  possible.54 
 
(73) With regard to the ability and incentive to engage in customer foreclosure, the 
Commission considers that due to the limited role of ALSO at the retail level in 
Poland, customer foreclosure concerns do not arise as a result of the  Transaction.  
 
6. CONCLUS ION  
 
(74) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with 
the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA  Agreement.  
 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
54 See Q1 to competitors,  replies  to questions  16, 16.1,  17, 17.1;  Q2 to customers,  replies  to questions  
13.1 and 14.1 and Q3 to vendors, replies to questions 13.13.1.