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, 10.9.2018 
C(2018 ) 5976 final 
  
 
To the notifying party 
 
Subject: Case M. 9070 – EUROCAR / VICENTINI 
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 14 August 2018 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Eurocar Italia S.r.l. ("Eurocar"), controlled by Volkswagen AG ("VW", Germany) 
acquires sole control over the whole of Vicentini S.p.A. ("Vicentini", Italy) , 
within the meaning of Article 3(1)(b) of the Merger Regulation, by way of a 
purchase of shares (the "Proposed Transaction").3 Eurocar and Vicentini are 
designated hereinafter as the 'Parties'. 
1. THE PARTIES  
(2) Eurocar is active in the retail distribution of new and used passenger cars and 
light commercial vehicles, as well as retail distribution of Original Equipment 
("OE") spare parts of VW brands in Italy and related repair activities. Eurocar is 
active in a number of provinces in Italy, its focus being the provinces of the Friuli 
Venezia Giulia region in North-Eastern Italy,  the Tuscany region in Central Italy 
and Lombardia in North-Western Italy.  Eurocar is part of the VW Group ("VW") 
and ultimately controlled by VW AG. VW is active worldwide, including in Italy, 
                                                 
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 296, 22.8.2018, p.5. 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.  PUBLIC VERSION  
2 in the development, manufacture, marketing and sale of passenger cars, light 
commercial vehicles, trucks, buses, coaches, chassis for buses and diesel engines, 
motor bikes, each including spare parts and accessories. VW also engages in 
vehicle distribution. VW includes the vehicles brands Volkswagen Passenger 
Cars, Volkswagen Light Commercial, Porsche, Audi, Skoda, Bentley, Bugatti, 
Lamborghini, S EAT, MAN, Scania and Ducati.  
(3) Vicentini is active in the retail distribution of new and used passenger cars and 
light commercial vehicles , as well as in the retail distribution of OE spare parts of 
VW brands in Italy and related repair activities. Vicentini 's activities are limited 
to the province  of Verona in the Veneto region.  
2. THE CONCENTRATION  
(4) Pursuant to a share sale and purchase agreement signed on 1 August 2018, 
Eurocar will , in a first tranche,  acquire shares representing 35% of the share 
capital  of the Target . This transfer will be accompanied by the adoption of new 
by-laws according to which Eurocar will solely operate the Target 's daily business 
and solely determine the ordinary and extraordinary management of the Target. 
The other shareholders will  only have typical minority shareholders ' rights , which 
are accorded in order to protect their financial interests as investors. Vicentin i will 
therefore be solely controlled by Eurocar .4 
(5) The Proposed Transaction therefore constitutes a concentration pursuant to 
Article 3(1)(b) of the Merger Regulation . 
3. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR  5 000 million  (VW: EUR  231 007 million; Vicentini : EUR  […]).5 
Each of them has an EU -wide turnover in excess of EUR 250 million  (VW: 
EUR  […]; Vicentini : EUR  […]) and they do not achieve more than two -thirds of 
their aggregate EU -wide turnover within one and the same Member State. The 
notified operation t herefore has an EU dimension  pursuant to Article 1(2)  of the 
Merger Regulation.  
4. MARKET DEFINITION  
(7) The Parties' activities horizontally o verlap in a number of markets in Italy , 
namely : (i) retail distribution of new passenger cars; (ii) retail distribution of new 
light commercial vehicles ("LCVs");6 (iii) retail distribution of used motor 
vehicles7; (iv) retail distribution of OE spare parts for passenger cars and LCVs; 8 
                                                 
4  Eurocar, in the context of the same Transaction, will acquire additional shares in Vicentini in two 
additional  tranches (2019 and 2023). However, the change of control will already occur with the 
transfer of the shares in the first tranche.  
5  Turnover cal culated in accordance with Article 5 of the Merger Regulation.  
6  Cases COMP/M.7747 – PGA/MSA ; COMP/M.5061 – Renault/Russian  Technologies/AvtoVaz ; 
COMP/M.2832 – General Motors/Daewoo Motors . 
7  Case COMP/M.6958 – Cd&R/We Buy Any Car.  
8  Cases COMP/M.5709 – Volkswagen/MAHAG ; COMP/M.5250 – Porsche/Volkswagen ; 
COMP/M.3198 – VW-Audi/VW -Audi Sales Centres . 
3 (v) retail dis tribution of non -OE spare parts for passenger cars and LCVs; 9 and 
(vi) car repair and maintenance of motor vehicles .10 
(8) The Proposed Transaction also gives rise to four vertical relationship s in Italy  
through the activity of Eurocar’s parent company VW , namely: (i) wholesale 
distribution of new passenger cars and retail distribution of new passenger cars; 
(ii) wholesale distribution of LCVs and retail distribution of LCVs; (iii) wholesale 
distribution of used motor vehicles and retail distribution of used mo tor vehicles; 
and (iv) wholesale distribution of OE spare parts for passenger cars and LCVs 
and retail distribution of OE spare parts for passenger cars and LCVs. However, 
only one of those vertical relationships involves  an affected market , that is  VW's 
activity  on the upstream market for the wholesale distribution of VW -branded OE 
spare parts for passenger cars and LCVs and Vicentini 's activity  on the 
downstream market for the retail distribution of such parts.  
4.1. Product market definition   
4.1.1.  Wholesale distribution  of OE spare parts  for passenger cars and LCVs  
(9) In its previous decisional practice, the Commission found that there are separate 
markets for the wholesale distribution of OE spare parts and of non -OE spare 
parts. In particular, according to the  Commission, the wholesale distribution of 
OE spare parts is brand -specific . Therefore , the relevant product markets are 
determined by the brand of the OE spare parts which are distributed.11 The 
Commission further considered a distinction of the market  for the wholesale 
distribution of automotive comp onents  between categories of vehicles, i.e. light 
vehicles (passenger cars and LCVs) and heavy vehicles, 12 but without any sub -
distinction by product.13 
(10) The Notifying Party does not contest the above market defi nition, which will be 
retained for the purposes of this case. In any event, there is no need to close the 
market definition as the Proposed Transaction will not lead to serious doubts  
under any alternative market definition.  
4.1.2.  Retail distribution of OE spare  parts for passenger cars and LCVs  
(11) In previous decisions, the Commission has distinguished between the retail 
distribution of OE spare parts and non -OE spare parts. As at the wholesale level, 
the Commission found that the retail distribution of OE spare pa rts is brand -
specific, thus defining the market according to the brand of a given spare part, and 
distinguished between light vehicles and heavy vehicles.14 
                                                 
9  Idem.  
10  Cases COMP/M.6063 – Itochu/Speedy ; COMP/M.2948 – CVC/Kwik -Fit; COMP/M.2087 – Feu 
Vert/Carrefour/Autocenter Delauto.  
11   Cases COMP/M.6063 – Itochu/Speedy;  COMP/M.5250  – Porsche/Volkswagen;  COMP/M.3198  – 
VW-Audi/VW -Audi Sales Centres.  
12   Cases COMP/M.8198 – Alliance Automotive Group/FPS Distribution; COMP/M.7401 – 
Blackstone/Alliance BV/Alliance Automotive Group; COMP/M.5250 – Porsche/Volkswag en. 
13   Case COMP/M.8198 – Alliance Automotive Group/FPS Distribution.  
14  Cases COMP/M.5709 – VW/MAHAG;  COMP/M.5250 – Porsche/Volkswagen; COMP/M.3198 – VW-
Audi/VW -Audi Sales Centres.  
4 (12) The Notifying Party does not contest the above market definition, which will be 
retained for the pur poses of this case. In any event, the precise market definition 
can be left open as the Proposed Transaction will not lead to serious doubts  under 
any alternative product market definition.  
4.2. Geographic market definition  
(13) In previous decisions, the Commission has considered that the wholesale  
distribution of OE spare parts  could be either EEA -wide or national, but 
ultimately left open the exact definition.15 
(14) In previous decisions, the Commission has considered that the retail distribution 
of OE spare parts could be either national or sub-national , but ultimately left open 
the exact definition.16 
(15) The Notifying Party submits that the re is no need to decide on the  exact 
geographic  market definition as the Proposed Transaction does not  raise any 
doubts as to its compatibility with the internal market under any plausible market 
definition.   
(16) The Commission considers that the precise market definition can be left open as 
the Proposed Transaction will not lead to serious doubts under a ny alternative 
geographic market definition.  
5. COMPETITIVE ASSESSMEN T 
5.1. Horizontal effects  
(17) The Proposed Transaction does not lead to horizontally affected markets.  
(18) Based on the narrowest plausible geographic market , being provinces in Italy,  the 
Parties overlap in relation to  the following markets : (i) retail distribution of new 
passenger cars ; (ii) retail distribution of new LCVs ; (iii) retail distribution of used 
motor vehicles . However, on all these markets the combined market shares  of th e 
Parties  remain below 20%.  
(19) Based on a broader geographic market definition, i.e. national, the Parties overlap 
in relation to the following  additional  markets:  (iv) retail distribution of OE spare 
parts for passenger cars and LCVs ; (v) retail distribution  of non -OE spare parts 
for passenger cars and LCVs ; and ( vi) car repair and maintenance of motor 
vehicles . However, on all these markets the combined market shares remain 
below 20%. If the geographic market definition retained is narrower, i.e. 
provinces i n Italy, there would be no overlap on these  markets.  
5.2. Non-horizontal effects  
(20) The Proposed Transaction gives rise to an affected vertical relationship with 
regard to the upstream market for the wholesale distribution of VW -branded OE 
spare parts for passenge r cars and LCVs, where VW is active, and the 
                                                 
15  Cases COMP/M.7401 – Blackstone/Alliance BV/Alliance Automotive Group;  COMP/M.6718 – 
Toyota Tsusho Corporation/CFAO; COMP/M.5250 – Porsche/ Volkswagen.  
16  Cases COMP/M.6718 – Toyota Tsusho Corporation/CFAO; COMP/M.5250 – Porsche/ Volkswagen.  

6 this be the case, those other VW service partners , competing downstream 
with Vicentini  could still buy from [other sources in various geographic 
areas ]. The Notifying Party claims that engaging in foreclosure behaviour 
would not constitute a commercially viable or sensible strategy;  
(c) [Independent repair shop s have ways to access VW's -branded spare parts ], 
and therefore it has no incentive  to engage in a foreclosure strategy.  
(27) The Commission considers that the merged entity is unlikely to have an incentive 
to foreclose downstream competitors of Vicentini given the limited geographic 
presence of Vicentini and the nature of VW’s distribution s trategy.  
(28) First, the Commission takes the view that given the low market share of the 
merged entity  in the downstream market on a national level ( [5-10]% combined) , 
most of which is pre-existent to the Transaction, it would not be profitable for the 
merged entity to engage in a foreclosure strategy.  
(29) In light of the limited  geographic presence  of the merged entity in the 
downstream market , in order to maintain its distribut ion in all of Italy, VW will in 
any event continue to directly supply VW -branded parts  to its service partners in 
regions where Vicentini is not active (including in neighbouring provinces).  
Hypothetically, VW could thus only engage in a foreclosure strategy in a limited 
region in Italy.  
(30) Second , the Commission further understands that the contract s in force between 
VW and each of its service partners provides for their right to cross -supply VW -
branded spare parts across the (European -wide) network.  This is also compliant  
with the Commission Regulation (EU) No 330/2010 of 20 April 2010 on th e 
application of Article 101(3) of the Treaty on the Functioning of the European 
Union to categories of vertical ag reements and concerted practices . Hence, 
downstream competitors of the merged entity will continue to have access to 
spare parts from other s ervice partners located in regions where the merged entity 
is not active.  
(31) Accordingly , the Commission takes the view that a foreclosure strategy not to 
directly supply Vicentini 's competitors  limited to a few specific region s (i.e. the 
area where Vicentini  is active)  would likely fail as those downstream competitors 
will retain the ability to source spare parts from service partners located in other 
(neighbouring) regions.  
(32) The Commission considers that the information provided by the Parties 
concerning the  sourcing preferences of service partners in the province Verona , 
further support s the conclusion that service partners do source from entities other 
than VW ( [Confidential information] ).  
(33) The market investigation also supported this conclusion. A competit or of 
Vicentini  indicated that it does  not expect to have difficulties in obtaining access 
to VW -branded OE spare parts. To the contrary, th is competitor indicated that it 
does not expect any change in VW's behaviour on the wholesale market  and 
7 believes that VW will continue to operate fairly with respect to its service 
partners .20 
Overall likely impact on effective competition  
(34) Therefore, in view of the merged entity’s lack of incentive to foreclose 
downstream competitors, the Commission cons iders that the Proposed 
Transaction is unlikely to reduce effective competition in the market for the retail 
distribution of VW -branded OE spare parts for passenger cars and LCVs in any 
relevant geographic market . 
5.2.3.  Conclusion  
(35) Given the lack of incentive to foreclose downstream competitors, the Commission 
considers that the Proposed Transaction does not raise serious doubts as to its 
compatibility with the internal market  as a result of non -horizontal effects . 
6. CONCLUSION  
(36) 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 Agre ement.  
For the Commission  
(Signed ) 
Margrethe VESTAGER  
Member of the Commission  
 
                                                 
20  Minutes of the call with a competitor on 13 August 2018.