Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 29.7.2022  
C(2022 ) 5612 final   
PUBLIC VERSION  
 
Emil Frey Holding AG  
Badener straße 600  
CH-8048 Zurich  
Switzerland  
Subject : Case M. 10745 - EMIL FREY / FCA CENTRAL AND EASTERN 
EUROPE / FIAT CHRYSLER AUTOMOBILES CR / FIAT 
CHRYSLER AUTOMOBILES SR   
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 27 June 2022 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which (i) Emil 
Frey Automobil SR s.r.o (Slovakia), (ii) Emil Frey Automobil ČR s.r.o. (Czech 
Republi c) and (iii) Emil Frey Automobil Holding Kft. (Hungary), subsidiaries of 
the Email Frey Group* (Switzerland) (together “Emil Frey”), will acquire within 
the meaning of Article 3(1)(b) of the Merger Regulation sole control of (i) Fiat 
                                                 
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”).  
*  Should read: “Emil Frey Group”.  
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information omitted has been replaced by 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 Chrysler Automobiles S R, s.r.o. (Slovakia), (ii) Fiat Chrysler Automobiles ČR 
s.r.o. (Czech Republic), and (iii)  FCA Central and Eastern Europe Ltd. (Hungary) 
(together the “Target Companies”) by way of purchase of shares (the 
“Transaction”).3 Emil Frey is  designated hereinafter as the “Notifying Party”  and, 
together with the Target Companies, as the “Parties”.  
1. THE  PARTIE S  
(2) Emil Frey Automobil s.r.o (Slovakia), (ii) Emil Frey Automobil s.r.o. (Czech 
Republic) and (iii) Emil Frey Automobil Holding Kft. (Hunga ry), are all controlled 
by Emil Frey Holding AG (Switzerland). Emil Frey Holding AG and its 
subsidiaries together constitute the Emil Frey Group (“Emil Frey Group”).  
(3) Emil Frey Group is a worldwide player in car distribution. Emil Frey is already 
importer a nd distributor of the Stellantis brands Citroën, DS, Peugeot, Opel in the 
Czech Republic and in Slovakia ; and of the Stellantis brands Citroën, Peugeot, and 
DS in Hungary.  
(4) The Target Companies are currently controlled by FCA Italy S.p.A., belonging to 
the Stellantis group.  
(5) The Target Companies’ core business is the wholesale distribution of new vehicles, 
accessories, spare parts and aftersales support of the Stellantis brands Alfa Romeo, 
Fiat, Fiat Professional, Jeep and Abarth in the Czech Republic, Hunga ry and 
Slovakia.  
2. THE  OPE RATION  
(6) The concentration consists in the acquisition of sole control by Emil Frey over the 
Target Companies through the acquisition of 100% of the share capital and voting 
rights from FCA Italy S.p.A. (Italy). The Transaction will b e implemented by way 
of a share purchase agreement signed 1 April 2022. In light of the above, the 
Transaction constitutes a concentration within the meaning of Article 3(1)(b) of the 
Merger Regulation.  
(7) The concentration represents a combination, under one  roof, of the wholesale 
distribution of all Stellantis brands currently distributed in the relevant Member 
States via different (exclusive) channels.  Emil Frey is already importer and 
distributor of the Stellantis brands Citroën , DS, Peugeot, Opel in the C zech 
Republic and in Slovakia ; and of the Stellantis brands Citroën , Peugeot, DS in 
Hungary. The brands currently distributed by the Target Companies (Alfa Romeo, 
Fiat, Fiat Professional, Jeep and Abarth) are also part of the Stellantis brands. As 
the resu lt of the Proposed Transaction, the Stellantis brands will be distributed by 
the same company. The combination corresponds to Stellantis’ Europe -wide 
strategy to align the market distribution models across the Stellantis brands. 
Therefore, for the Czech Re public, Hungary, and Slovakia, Stellantis intends to 
transfer the remaining Stellantis brands distribution  from a wholly owned 
subsidiary to ownership under an independent importer, i.e., Emil Frey Group, 
which is already representing other Stellantis bran ds in these markets.  
                                                 
3  Publication in the Official Journal of the European Union No C 255, 4.7.2022 , p. 11. 
 
3 3. UNION  DIME NSION  
(8) The undertakings concerned have a combined aggregate worldwide turnover of 
more than EUR 5 000 million  (Emil Frey Group: […]; the Target Companies: 
[…]).4 Both of them have an EU -wide turnover in excess of EUR 250 million  
(Emil Frey Group: […]; the Target Companies: […]), but not each of the 
undertakings concerned achieves more than two -thirds of its aggregate EU -wide 
turnover within one and the same Member State. The Transaction therefore has an 
EU dimension within  the meaning of Article 1(2) of the Merger Regulation.  
4. RE LE VANT MARKE TS  
(9) The Transaction concerns primarily the wholesale  and, to a lesser extent, the retail  
distribution of light commercial vehicles (“LCVs”) in Czech Republic  (wholesale 
and retail) , Hungar y (only wholesale)  and Slovakia  (only wholesale) .  
(10) On the market of the wholesale distribution of new LCVs, the Parties distribute the 
following brands per country:  
(a) Emil Frey  
 The Czech Republic: Peugeot, Citroën , Opel, DS, […]  
 Hungary: Peugeot, Citroën , DS, […] 
 Slovakia: Peugeot, Citroën , Opel, DS  
(b) The Target Companies  
 The Czech Republic: Fiat Professional and Jeep  
 Hungary: Fiat Professional and Jeep  
 Slovakia: Fiat Professional and Jeep  
(11) On the market for the retail distribution of new passenger cars  (“PCs”)  and/or 
LCVs, Emil Frey distributes the following brands per country:5 
 The Czech Republic: Kia, Subaru, Suzuki, Toyota  
(12) The Transaction gives rise to a number of horizontal overlaps and vertical 
relationships between Emil Frey and the Target Compani es, and in particular:6 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
5  Emil Frey has very limited PC and LCV retail activities also in Hungary. As the Parties’ a ctivities do 
not lead to vertically affected markets  between wholesale and retail distribution of PC and/or LCV in 
Hungary, this vertical relationship is  not further assessed in this decision . For the avoidance of doubt, 
Emil Frey is not active in PC and L CV retail distribution in Slovakia. The Target Companies are not 
active at  the retail level .  
6  The Parties’ activities further overlap in the markets for wholesale distribution of non -original 
equipment spare parts for PCs and LCVs in the Czech Republic,  Hungary and Slovakia, although 
with minimal market shares. As the Parties’ activities do not lead to affected markets in wholesale 
 
 
4 (a) horizontal overlaps on the potential markets for (i) wholesale and (ii) retail 
distribution of new PCs and/or LCVs (including the narrower potential 
markets for ( a) wholesale distribution of new PCs and LCVs and 
(b) wholesale distri bution of new LCVs (or PCs) only) in the Czech 
Republic, Hungary and Slovakia ; and  
(b) a vertical relationship between the Parties’ activities on the narrower market 
for wholesale distribution of new LCVs (upstream) and Emil Frey’s activities 
on the narrower m arket for retail sale of new LCVs (downstream) in the 
Czech Republ ic and Hungary .  
4.1. Wholesale distribution of new PCs and/or LCVs  
4.1.1.  Product market  definition  
(13) At the wholesale level, distributors or importers distribute vehicles to retailers. The 
wholesale fun ction is often carried out by subsidiaries of the vehicle manufacturers 
themselves or by independent distributors, although the latter have to ensure 
consistency with the central marketing strategies developed by the manufacturers .7 
(14) The Commission has in p revious decisions8 defined a separate product market  for 
the wholesale distribution of PCs and LCVs. Although the Commission has 
distinguished in some precedents between the wholesale distribution of PCs , on the 
one hand , and LCVs , on the other hand, it has ultimately left open the precise 
product market definition .9 In any case, the Commission has found that , at the 
wholesale level  of distribution , a further segmentation within PCs and LCVs based 
on types of vehicles ( i.e. distingu ishing between PC segments A, B, C, etc. and 
Small LCVs, Medium LCVs, etc.) would not be appropriate since manufacturers 
distribute model ranges which cover vehicles across the different categories and 
both importers and retailers of a given brand offer ty pically all or a wide range of 
the vehicles offered by that brand.10  
(15) The Notifying Party agrees with the Commission’s previous  segmentation.11  
(16) The majority of competitors responding to the Commission’s market investigation 
agree that, at the wholesale leve l of distribution, a distin ction of  PCs based on 
price, quality/features and intended use (e. g. mini cars, small cars, etc.) is  not 
necessary .12 The majority of competitors also agree that a further segmentation for 
LCVs according to the gross weight rating  is not appropriate.13 
                                                                                                                                                      
distribution of non -original equipment spare parts for PCs and LCVs, these markets are not further 
assessed in this decision . 
7  Case COMP/M. 8449 – Peugeot/Opel , para. 28. See also cases COMP/M.6403 – Volkswagen/KPI 
Polska/Skoda Auto Polska/VW Bank Polska/VW Leasing Polska (2011); COMP/M.5250 – 
Porsche /Volkswagen (2008); COMP/M.2832 – General  Motors/Daewoo (2002).   
8 Case COMP/M.9730 – FCA/PSA , paras 1630 et seq. See also c ases COMP/M.5250 –
Porsche/Volkswagen ; and COMP/M.2832 – General Motors /Daewoo Motors . 
9 Cases COMP/M.6403 - Volks wagen/KPI Polska/Skoda Auto Polska/VW Bank Polska/VW Leasing 
Polska ; COMP/M.182 - Inchcape/ IEP, para 7; COMP/M.2832 – General Motors/Daewoo Motors . 
10  Case COMP/M.9730 – FCA/PSA , para. 1630.  
11  Form CO, para. 54.  
12  Non-confidential responses to Questionnaire 1 (competitors), question 7.  
13  Non-confidential responses to Questionnaire 1 (competitors), question 8.  
 
5 (17) In any event, for the purpose of this decision the Commission considers that the 
exact product market definition between (i) wholesale distribution of both PCs  and 
LCVs  and (ii) wholesale distribution of PCs , on the one hand , and LCVs , on the 
other hand , can be left open, as the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market under any plausible product market 
definition.  
(18) For the purpose of this decision, the Commission will analyse th e effects of the 
Transaction on the basis of a product market limited to the wholesale distribution 
for LCVs only, as this is the only potential product market in which affected 
markets would arise.  
4.1.2.  Geographic market  definition  
(19) The Commission has previously left open whether the market or markets for 
wholesale distribution of new PCs and/or LCVs is EEA -wide or national in 
scope14.  
(20) The Notifying Party submits that the market for wholesale distribution of new PCs 
and/or LCVs is at least national in scope.15 
(21) The result of the market investigation seems to indicate national markets for the 
wholesale distribution of new PCs and/or LCVs  in the Czech Republic, Hungary 
and Slovakia . While the vast majority of both competitors and customers  
expressing a view agreed that customer preferences do not differ significantly 
across Member States,16 the majority of competitors and customers  expressing a 
view also pointed to the existence of significant price differences between the 
Member States.17 Moreover, the vast majority of competitors expressing a view 
indicated to sell only or almost only  to retailers located in the Member State for 
which they have been appointed as distributor.18 Similarly, customers unanimously 
confirmed to purchase only from w holesalers located in the same Member State.19 
Finally, the vast majority of competitors indicated to operate under national 
distribution agreements with respective OEMs, even if certain functions of the 
wholesalers may be centralized at Europe an level, suc h as procurement and 
logistics, warehousing, and back -office functions including HR, IT, financing and 
others.20  
(22) In any event, for the purpose of this decision the Commission considers that the 
exact geographic market definition between (i) EEA -wide and (i i) national markets 
can be left open, as the Transaction does not give rise to serious doubts as to its 
                                                 
14 See case COMP/M.9730 – FCA/PSA , paras 1628 and 1632. See also cases COMP/M.8449 
Peugeot/Opel , para. 33; COMP/M.6958 CD&R/We buy any car ; COMP/M.5250 
Porsche/Volkswagen ; COMP/M.182 Inchape/IEP . 
15  Form CO , para. 83.  
16  Non-confidential responses to Questionnaire 1 (competitors), question 12 and non-confident ial 
responses to Questionnaire 2  (customers (retailers and B2B)), question 11.  
17  Non-confidential responses to Questionnaire 1 (competitors), question 11 and non-confident ial 
responses to Questionnaire 2  (customers (retailers and B2B)), question 10.  
18  Non-confidential responses to Questionnaire 1 (competitors), question 10.  
19  Non-confident ial responses to Questionnaire 2  (customers (retailers and B2B)), question 9.  
20  Non-confidential responses to Questionn aire 1 (competitors), question 13.  
 
6 compatibility with the internal market under any plausible geographic market 
definition.  
(23) For the purpose of this decision, the Commission will analyse the effects of the 
Transaction on a national level, as affected markets would arise only at national 
level.  
4.2. Retail distribution of new PCs and/or LCVs  
4.2.1.  Product market  definition  
(24) At the retail level, vehicles are sold to final customers by independent or ver tically 
integrated retailers.21 
(25) The Commission has previously considered a distinction between the retail 
distribut ion of PCs and LCVs.  Similarly to the wholesale distribution, it found that 
further sub -segmentation is not appropriate.22 
(26) The Notifying Party agrees with the Commission’s previous  segmentation.23 The 
market investigation did not produce any evidence invalidating the Commission’s 
decisional practice.  
(27) The Commission considers that for the purposes of this decision, the exact market 
definition can be left open between retail distribution of both PCs and LCVs or 
separately for each of PCs and LCVs as the Transaction does not raise serious 
doubts as to its compatibility with the internal market under any plausible market 
definition.  
(28) For the purpose of  this decision, the Commission will analyse the effects of the 
Transaction on the basis of the narrowest possible product market definition, i.e., 
retail distribution for LCVs only , as this is the only potential product market in 
which (vertically) affecte d markets would arise . 
4.2.2.  Geographic market  definition  
(29) The Commission has so far left open whether the retail distribution markets are 
EEA-wide, national or local in scope.24 
(30) The Notifying Party submits that the market for retail distribution of new PCs 
and/or  LCVs is at least national in scope .25 
(31) The result of the market investigation seems to indicate national markets for the 
retail distribution of new PCs and/or LCVs in the Czech Republic, Hungary and 
Slovakia. A majority of competitors having expressed a vie w stated that end -
                                                 
21  Case COMP/M. 8449 – Peugeot/Opel , para. 34.  
22  Case s COMP/M.9730 – FCA/PSA , paras 1627 and 1630; and COMP/M. 8449 – Peugeot/Opel , para. 
36. See also cases COMP/M.7747  – PGA/ MSA; COMP/M.6403 – Volkswagen/KPI Polska /Skoda 
Auto Polska /VW Bank Polsk a/VW Leasing Polska.  
23  Form CO, para. 57.  
24  See case COMP/M.9730 – FCA/PSA , para s 1628 and 1632. See also cases COMP/M.8449 
Peugeot/Opel , para. 37; COMP/M.6958 CD&R/We buy any car ; COMP/M.5250 
Porsche/Volkswagen ; COMP/M.182 Inchape/IEP . 
25  Form CO , para. 84.  
 
7 customer preferences differ significantly between Member States, driven, e.g., by 
local purchase power differences or national brand preferences.26 One customer 
stated in this regard that “ [c]ustomer needs and preferences vary significantl y from 
country to country ” due to geographic and climate conditions requiring different 
vehicle equipment standards, national preferences for car body shapes, or national 
brand preferences .27 
(32) The Commission considers that for the purposes of this decision, the exact market 
definition can be left open between EEA -wide, national or local markets, as the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market under any plausible market definition.  
(33) For the purpose of this decis ion, the Commission will analyse the effects of the 
Transaction both on a national and on a local basis , as (vertically) affected markets 
would arise only on the national and local levels . 
5. COMPE TITIVE ASSE SSME N T 
(34) The Transaction gives rise to the following affected markets : 
(a) horizontally affected markets for the wholesale distribution of new  LCVs in 
the Czech  Republic, Hungary and Slovakia, and  
(b) vertically affected markets between wholesale distribution of new LCVs  
(upstream) and retail distribution of new LCV s (downstream) in the Czech  
Republic.  
5.1. Analytical framework  
(35) According to the Merger Regulation and the Guidelines on the assessment of 
horizontal mergers under the Council Regulation on the control of concen trations 
between undertakings28 (“Horizontal Merger Guidelines” ), concentration s between  
actual or potential competitors in a relevant market  may significantly impede 
effective competition, if they give rise to  non-coordinated or coordinated effects . 
Non-coordinated effects may signific antly impede effective competition through 
the creation or strengthening of the dominant position of a single firm, or through 
the elimination of important competitive constraints on one or more firms, which 
consequently would allow th ose firms to have inc reased market power without 
resorting to coordinated behaviour.29  
(36) The legal test for the assessment of vertical  effects of a merger is set out in the 
Merger Regulation and the Commission’s Guidelines on the assessment of non -
horizontal mergers under the Council Regulation on the control of concentrations 
between undertakings30 (“Non-horizontal Merger Guidelines” ), according to which 
input or customer foreclosure effects may occur where actual or potential rivals’ 
                                                 
26  Non-confidential responses to Questionnaire 1 (competitors), question 12.1.  
27  Non-confidential responses to Questionnaire 2 ( customers (retailers and B2B) ), question  11.1. 
28  OJ C 31, 05.02.2004.  
29  Horizontal Merger Guidelines, paragraph s 22-25.  
30  OJ C 265, 18.10.2008 . 

 
9 (40) The remedies undertaken in case COMP/M.9730 - FCA/PSA  to solve the 
competition concerns identified due to , inter alia , the Stellantis brands ’ high 
combined market shares in the LCV segment (including for wholesale)  are relevant 
to the assessment of the present transaction . In case M.9730 , PSA committed to 
expand its existing cooperation w ith Toyota in relation to LCVs, in particular, by 
making available an important supplementary annual production capacity and 
supply of additional  volumes of Toyota -branded LCVs  at a reduced  price 
(including discounts on the transfer price and on service parts and accessories). As 
a result, Toyota was able to reinforce its position in the wholesale distribution of 
LCVs significantly in all three Member States ( Czech Republic : from [0-5]% 
(2019) to [10-20]% (1st trimester  2022); Hungary : from [5-10]% (2019) to [10-
20]% (1st trimester  2022); Slovakia : from [0-5]% (2019) to [10-20]% (1st trimester  
2022)).  
(41) As a result, both the Parties’ combined market shares and the share increment 
experience a continued downward trend since 2019. The Parties’ combined share 
declined between 2019 and the 1st trimester  2022 to reach [30-40]%  (Czech 
Republic ), [10-20]%  (Hungary ), and [40-50]%  (Slovakia ). At the same time, t he 
increment dropped from between [10-20]; and [20-30]; percentage points in 2019  
(for Czech Republic, Hungary (both around [10-20]; percentag e points ) and 
Slovakia respectively), to below [0-5]; percentage points  (Czech Republic ) and 
below [5-10]; percentage points  (Hungary ) and even in Slovakia below [10-
20] percentage points  in the 1st trimester  2022. The Notifying Party submits that 
this downward trend of Stellantis’ and, therefore, the Parties’ shares will likely 
continue over time in the Central European region, due to said commitments.  
(42) The market investigation confirmed a significant increase  in all three Member 
States of wholesale distribution of LCV by Toyota over the past 12 -24 months.35 
And, indeed, all market participants having expressed a view indicated that 
Toyota’s upward trend can be expected to continue increasing Toyota’s market 
share in LCV wholesale distribution in these Member States , with some of them 
stating in particular that Toyota’s share will likely continue to increase to the 
detriment of Stellantis .36  
(43) Second , the Parties continue to face competition from strong competing 
wholesalers of LCV, many of which are vertically integrated distribution arms of 
the manufacturers. This is the case for the Parties’ top 6 competitors in the Czech 
Republic (Renault/Dacia CZ, Ford CZ, Porsche CR, Mercedes -Benz, Iveco and 
Toyota) and 4 out of the top 5 competitors in Hungary (Ford Közep, Renault 
Hung ária, Toyota and Porsche Hungá ria) and Slovakia (Renault Slovensko, 
Porsche Slovakia, Toyota, and Mercedes -Benz). The Notifying Party submits that 
these integrated competitors have strong financi al means backed by their parent 
companies, wide wholesale distribution networks and benefit from the 
internalisation of the ex -works margin.   
                                                 
35  Non-confidential responses to Questionn aire 1 (competitors), question 37.1.  For Hungary, 
respondents to the market investigation confirmed an increase of  Toyota’s share from [5-10]% in 
2019 to [10-20]% in 2021, in line with the Parties’ submission. For Czech Republic an d Slovakia, 
respondents confirmed an increase of  Toyota’s share without being able to estimate the increase.  
36  Non-confidential responses to Questionn aire 1 (competitors), question 37.2.  
 
10 (44) The market investigation  confirmed that vertical integration between the wholesale 
and the manufacturing levels is  common and can provide competitive advantages 
contrary to downward integration between wholesale and retail levels.37  
(45) For the reasons above, the Transaction will not give rise to serious doubts as to the 
compatibility of the concentration with the interna l market . Market shares are 
below [30-40]%  in Czech Republic and Hungary, and while market shares remain 
around [50-60]% in Slovakia, the remedies undertaken in case M.9730 – PSA/FCA  
were adopted to address horizontal effects created by the Parties’ overlap and high 
combined market shares in the LCV segment (including for wholesale). As a result 
of these commitments ’ implementation, the  Stellantis brands’ market share in 
LCV, including on the wholesale level , is expected to decrease in the short term as 
can already be observed today . 
5.4. No competition concerns in vertically affected markets  
(46) The Transaction leads to a vertically affected  market  in the  wholesale distribution 
of new LCVs (upstream) and retail distri bution of new LCVs (downstream) in the 
Czech Republic . 
(47) However, the Transaction will not give rise to serious doubts as to the 
compatibility of the concentration with the internal market as a result of this 
vertical relationship . Emil Frey’s market shares in the retail sale of PCs and LCVs 
in the Czech Republic was below [0-5]%;  in 2021  (based on the number of 
registrations of new PC and LCV) . Moreover, even on a narrower geographic area 
(city of Prague , where Emil Frey has  its only two  car dealerships  within the 
country ) its share was less than [0-5]% (based on the number of local 
dealerships) .38  
(48) The Notifying Party argues that , despite the moderate combined share s on the 
national wholesale distribution level  ([30-40]%  in the Czech Republic, see Table  1 
above ), the Transaction cannot lead to vertical foreclosure concerns given the de 
minimis  downstream market share of Emil Frey, and the presence of efficient 
competitors at the upstream level in the Czech Republic (e.g. Toyota).39 Moreover, 
the Target Compa nies are not active at the retail level and , therefore , the 
Transaction does not lead to a ny share increment at the downstream level.  
(49) The market investigation also did not give rise to any concerns with  regard  to this 
vertical relationship . 
(50) The Commission considers that the Transaction cannot give rise to input 
foreclosure to the detriment  of PC and LCV retailers , as not only the Notifying 
Party remains constrained by strong competitors of rival brands, but also by 
existing long -term supply agreements with retailers , the duration of which can be  
more than five years or be tacitly renewable unless terminated with a two -year 
notice period, as confirmed by respondents to the market investigation having 
                                                 
37  Non-confidential responses to Questionnaire 1 (competitors), questions 2 2-24.  
38  Form C O, para. 141. Emil Frey has two PC and LCV dealerships in the city of Prague (one dealing 
with Kia, Suzuki and Subaru vehicles, the other dealing with Toyota vehicles). The Notifying Party 
estimates the total number of PC and LCV dealerships in Prague at around [100-150].  
39  Form CO, para. 139.  
 
11 expressed a view.40 The Notifying Party would also have no i ncentive to foreclose 
independent retailers in the downstream market, because (i)  Emil Frey’s own 
market share in retail distribution  of new PC and LCV remains de minimis  (less 
than [0-5]% nationally ), hence depriving Emil Frey of the ability to step in at  the 
retail level and take over significant volumes of  foreclosed  PCs and LCVs sales , 
(ii) Emil Frey’s dealerships do not distribute Stellantis brands (but instead Kia, 
Suzuki, Subaru and Toyota ), contrary to Emil Frey’s wholesale entities , and would 
therefore require significant investments in store refurbishments, hence rendering 
such strategy less profitable , and (iii)  Emil Frey remains bound by its contractual 
obligations vis -à-vis Stellantis to distribute  Stellantis -branded vehicles in the Czech 
Republic  to the largest possible number of customers .  
(51) The Commission also considers that the Transaction cannot give rise to customer 
foreclosure to the detriment of rival wholesale distributors, given Emil Frey’s de 
minimis share in the retail market (les s than [0-5]% nationally and less than [0-5]% 
locally).  
6. CONCLUSION  
(52) 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 decis ion is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
         
                                                 
40  Non-confidential responses to Questionnaire 2 ( customers (retailers and B2B) ), question 16.