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,  3.4.2020  
C(2020) 2211 final  
PUBLIC VERSION 
 
To the notifying party  
Subject : Case M.9679 – United Group / Bulg arian Telecommu nications 
Company  
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 28 February 2020, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 139/20043, by 
which United Group B.V. (“United Group”  or the “Notifying Party”), through United 
Group Bulgaria (“ UGB ”, Bulgaria),4 will acquire within the meaning of 
Article  3(1)(b) sole control of Viva Telecom Bulgaria OOD (“Viva”) and its 
subsidi ary, the Bulgarian Telecommunications Company EAD  (Viva and BTC being 
collectively referred to as  “BTC” or the “Target”) ,5 This operation is hereafter 
                                                 
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 OJ L 24, 29.1.2004, p. 1 (the ‘ Merger Regulation ’). 
4  UGB is the special purpose vehicle created by United Group for the acquisition of BTC.  
5  BTC’s subsidiaries include BTC, NURTS Bulgaria EAD, BTC Net EOOD, NURTS digital EA D, Net is 
Sat EOOD . 
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omitted has been replaced by ranges of 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 referred to as the “Transaction” and United Group and BTC are referred to as the 
“Parties”.  
1. THE PARTIES  
(2) United Group is active  in the provision of telecoms and media in South East Europe, 
where it operates a multi -play cable and media platform . United Group’s activities 
focus on the production of P ay-TV channels and content, distribution of content, retail 
distribution of P ay-TV services, broadband internet and fixed and mobile 
telecommunication services. Within the E EA, United Group is active in Slovenia  
(through the “Telemach” brand) and Croa tia ( through the recently acquired 
telecommunication provider Tele2 Croatia). In Bulgaria , United Group is active only 
as a provider of Pay-TV services through Internet, via its wholly-owned subsidiary 
Solford Trading Limited (" Solford" ).  
(3) BTC is a telecommunic ations operator, active in Bulgaria where it operates under the 
brand name “Vivacom”. BTC provides fixed and mobile telecommunication services, 
broadband internet and TV distribution services (via the Internet and satellite).  
2. THE OPERATION  
(4) The Transaction consists of an acquisition of shares. Pursuant to a share and purchase 
agreement of 7 November 2019, UGB will acquire all issued share capital of Viva 
from InterV Investment S.a.r.l.” (“InterV”, Luxembourg).   
(5) Viva is  a limited liability company  which  was previously held by InterV (51.27%) 
and BTC (48.73%).6 As a result of a cross -shareholding restructuring plan, InterV is 
the sole shareholder of Viva. Viva owns directly or indirectly 100% of the issued 
capital of the following undertakings: the Bulgarian T elecommunications Company 
EAD and its subsidiaries NURTS Bulgaria EAD, BTC Net EOOD, NURTS digital 
EAD, Net is Sat EOOD (together referred to as BTC, see paragraph 1). 
(6) United Group is ultimately solely controlled by BC Partners LLP (“BC Partners”, 
United  Kingdom), an international private equity firm , whose sole activity is to 
provide advisory services.7  
(7) Upon completion of the Transaction, United Group will thus acquire, via UGB, sole 
control of the whole of BTC. The Transaction, therefore, constitutes a concentration 
within the meaning of Article 3(1)(b) of the Merger Regulation.  
3. EU DIMENSION  
(8) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 billion (EUR […]). Each United Group and BTC has an EU -wide 
                                                 
6  Pursuant to a cross -shareholding restructuring plan, the Bulgarian Telecommunications Company EAD  
surrendered its shareholding and thus ceased to be a shareholder of Viva.  
7  BC Partners’ acquisition of United Group has been approve d by the Commission in Case M.9152 of 
17 December 2018. 
 
 
3 turnover of more than EUR 250 million (United Group: EUR […] million, BTC: 
EUR  […] million). Neither of the undertakings concerned achieves more than two 
thirds of their respective EU -wide turnover in one and the same Member State.  
(9) Therefore, the Transaction has a Union dimension pursuant to Article 1(2) of the 
Merger Regulation.  
4. RELEVANT MARKETS  
(10) The Transaction leads to a very limited horizontal overlap between the Parties’ 
activities in the retail supply of Pay-TV services (via Over-the -top services or “OTT”) 
in Bulg aria.  
(11) The Transaction also gives rise to vertical relationships in connection with:  
• at the upstream level: the supply of (i) wholesale  international roaming and 
(ii) wholesale call terminations services on mobile and fixed networks in the 
countries where  United Group and BTC operate  
• at the downstream level: (i) retail fixed telephony services and (ii) retail 
mobile telecommunications services in the countries where United Group and 
BTC operate (see table 3).8 
4.1. Retail supply of TV services  
(12) In the market for the retail provision of TV services, TV distributors provide end 
users with TV services, which typically consist of: (i) linear TV channels or packages 
of linear TV channels (the latter either acquired or produced themselves) and 
(ii) content aggregate d in non-linear services, such as Subscription Video on Demand 
(“SVOD”), Transactional VOD (“TVOD”) and Advertising VOD (“AVOD”). TV 
content can be delivered to end users through several platforms including cable, 
satellite (“direct -to-home” or “DTH”), IPT V and as OTT. OTT players deliver 
channels and content in both a linear and non-linear fashion through the use of 
internet.  
(13) BTC (under the brand Vivacom) distributes Pay-TV services in Bulgaria through the 
Internet (both IPTV and OTT) and also through sate llite. United Group offers TV 
services via cable, satellite (DTH) and Internet (OTT) in a number of countries, 
                                                 
8  At the time of notification of Case M.9152 (BC Partners/United Group), funds advised by BC Partners 
[Information on corporate governance ] in Intelsat, which is active in the provision of satellite transponder 
of capacities. BTC is active in the provision of retail TV services through DTH and provides satellites 
services through its satellite station, Plana Teleport. BTC thus purchases trans ponder capacities from 
Intelsat. Following a block trade, BC Partners’ shareholding into Intelsat has been reduced [Information 
on corporate governance] . The Parties submit that […] See Form CO, paragraphs 64 -70. 
 
 
4 including Slovenia and Croatia .9 Its OTT services are offered internationally 
(including in Bulgaria) under the  “Net.TV.Plus ” brand.10 
4.1.1. Relevant pr oduct markets  
(14) In its previous decisions, the Commission has considered the retail provision of free -
to-air (“FTA”) and Pay-TV services as separate product markets  but ultimately left 
open the product market definition. In addition, the Commission has consi dered 
whether a further segmentation shall be made according to: (i) linear vs. non-linear 
TV services, (ii) distribution technologies (e.g. Cable, OTT, satellite, IPTV or 
terrestrial) and (iii) premium Pay-TV vs. basic Pay-TV services but has left the 
market open with regard to each of these potential sub-segments.11   
(15) The Notifying Party submits that the relevant product market is the retail distribution 
of Pay TV, encompassing: (i) all distribution technologies, (ii) non- linear and linear 
content, and (iii) basic and premium Pay TV. In particular, the Notifying Party does 
not consider it necessary, for the purpose of the present notification, to segment the 
market for provision of TV services to end users according to distribution platform. In 
the Notifying Party’ view, the precise product market can be left open, since the 
Transaction does not give rise to any competitive concerns irrespective of the precise 
product market definition. 
(16) The Commission considers that for the purpose of the present decision the question 
whether (i) FTA services and Pay TV services, (ii) linear Pay TV services and non-
linear Pay TV services, (iii) different distribution technologies, and (iv) basic Pay TV 
services and premium Pay TV services belong to the same product markets  can be left 
open as the Transaction does not raise serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement under any of the narrowest -
possible product market definitions set out in this paragraph.  
4.1.2. Geographic  market definition   
(17) In previous decisions, the Commission has considered that the geographic scope of 
the market for the retail provision of TV services is national (since suppliers of retail 
TV services compete on a national level) or, at most, limited to the coverage area of 
each cable operator.12  
                                                 
9  United Group offers cable Pay TV through its SBB/Telemach brand, and DTH Pay TV through its Total 
TV brand in Slovenia, Serbia, Montenegro, Bosnia and Herzegovina and North Macedonia (Total TV 
only). United Group owns three national TV stations which include Nova TV in Croatia, Nova BH in 
Bosna a nd Herzegovina, and Nova M in Montenegro.   
10   In Bulgaria, United Group is active only as a provider of OTT services through its wholly -owned 
subsidiary Solford. “Net.TV.Plus” targets the ex -Yugoslavian diaspora, with a focus on channels in 
Serbian/Croat ian/Bosnian language.  
11  Commission decision of 7 April 2017 in case M.8354, Fox/Sky, paragraphs  80 and 81; Commission 
decision of 24 February 2015 in case M.7194, Liberty Global / Corelio / W&W / De Vijver Media, 
paragraph  90. 
12  Commission decision of 8 December 2018 in case M.8842 – Tele2/Com Hem Holding paragraphs 37- 38, 
Commission decision of 24 February 2015 in case M.7194, Liberty Global / Corelio / W&W / De Vijver 
Media , paragraphs 117- 132; Commission decision of 15 April 2013 in case M.6880, Libert y 
Global/Virgin Media , paragraphs 44- 50; Commission decision of 21 December 2010 in case M.5932, 
News Corp/BskyB, paragraphs  86–88. 
 
 
5 (18) The Notifying Party submits that the precise geographic scope of the market can be 
left open, given that the Transaction does give rise to competitive concerns 
irrespective of the precise geographic market definition.  
(19) For the purpose of the present decision, the Commission considers that the relevant 
marke t for the retail supply of TV services is  national in scope. The Commissin 
considers that the competitive assessment in Section 5.3 would remain the same also 
on a geographic market comprising the coverage area of each cable operator.  
4.2. Retail mobile communication services  
(20) Mobile tele communications services to end customers , or "retail mobile services" , 
include services for national and international voice calls, S MS (including MMS and 
other messages), mobile internet with data services, access to content via the mobile 
network and retail international roaming services . 
4.2.1. Product market definition  
(21) In previous decisions, the Commission has not further segmented the ove rall retail 
mobile market based on the type of service (voice calls, SMS, MMS, mobile Internet 
data services), or the type of network technology. The Commission has considered 
possible segments of the overall retail market for mobile telecommunication services 
by distinguishing between pre -paid and post-paid services and between private 
customers and business customers , concluding that these did not constitute separate 
product markets but rather were market segments within an overall retail market .13  
(22) The No tifying Party submits that, in the present case, the relevant product market 
should be defined in line with the Commission ’s previous decisional practice, i.e. as 
the overall retail market for the mobile telecommunication services without further 
segmentat ion.  
(23) For the purpose of the present decision, the Commission considers that the exact 
product market definition in relation to the provision of retail mobile 
telecommunications services (whether there is an overall market for retail mobile 
communication s ervices or whether this market should be segmented between pre -
paid and post -paid or between private and business customers) can be left open as the 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market  or the functioning of the EEA Agreement  under any such product 
market definition.  
                                                 
13  Commission decision of 15 July 2019 in case M.9370, Telenor/DNA , paragraphs 40- 42; Commission 
decision of 27  July 2018 in case M.8883, PPF/Telenor Target Companies , paragraphs 12- 13; Commission 
decision of 27 November 2018 in case M.8792, T -Mobile NL/Tele2 NL , paragraphs 157- 160; 
Commission decision of 4 April 2007 in Case M.4591, Weather Investments/Hellas Telecommunication s, 
paragraph  10. 
 
 
6 4.2.2. Geographic market definition  
(24) In previous decisions, the Commission has consistently found the market for retail 
mobile communication services to be national in scope.14 
(25) The Notifying Party considers that the market should be considered national in scope 
in line with previous Commission decisions.  
(26) For the purpose of the present decision, the Commission considers the market for 
retail mobile service s to be national in scope , notably taking into account the fact that 
licences to mobile operators are granted on a national basis . 
4.3.  Retail supply of fixed telephony services 
(27) Fixed telephony services comprise the provision of connection services at a fixed 
location or access to the  public telephone network, for the purpose of making and/or 
receiving calls and related services .  
4.3.1. Product market definition  
(28) In previous decisions, the Commission considered that managed Voice over Internet 
Protocol (“VoIP”) services and fixed voice servic es provided through fixed lines are 
interchangeable and therefore belong to the same market .15  
(29) The Notifying Party submits that the relevant product market should be defined, in 
line with previous Commission decisions, as the overall retail market for fixed line 
telephony services, including VoIP services.  
(30) For the purpose of the present decision, the Commission considers that  the exact 
product market definition (whether there is an overall market for the retail supply of 
fixed telephony services or whet her this market should be segmented into fixed voice 
services and VoIP services) can be left open as the Transaction does not give rise to  
serious doubts as to its compatibility with the int ernal market or the functioning of the 
EEA Agreement under any suc h possible product market definition.  
4.3.2. Geographic market definition  
(31) In previous decisions, the Commission has consistenly found the market for the 
supply of fixed telephony services to be national in scope, as this reflects the 
continuing importance of the  role of national regulation in the telecommunications 
sector, the supply of upstream wholesale services on a national basis, as well as the 
fact that the pricing policies of telecommunications providers are predominantly 
national .16 
                                                 
14  Commission decision of 15 July 2019 in case M.9370, Telenor/DNA , para 44- 46; Commission decision of 
27 July 2018 in case M.8883, PPF/Telenor Target Companies , paragraphs 15- 16; Commission decision of 
27 November 2018 in case M.8792, T -Mobile NL/Tele2 NL . 
15  Commission decision of 3 August 2016 in case M.7978, Vodafone/Liberty Global/Dutch JV, 
paragraphs  24-26; Commission decision of 4  February 2016 in case M.7637, Liberty Global/BASE 
Belgium, paragraphs  67-69. 
16  Commission decision o f 27 November 2018 in case M.8792, T -Mobile NL/Tele2 NL, paragraph  274; 
Commission decision of 15 July 2019 in case M.9370, Telenor/DNA;  Commission decision of 
 
 
 
7 (32) The Notifying Party considers the market to be national in scope, based on the 
Commission's precedents. 
(33) For the purpose of the present decision, t he Commission considers that  the market for 
the supply of fixed telephony service s is national in scope . 
4.4. Wholesale market for mobile and fixed call termination services  
(34) Call termination is the service provided by a network operator on the supply side to 
other network operators on the demand side, whereby a call originating in a demand 
side operator's network is delivered to a user in the supply side operator's network. 
This service is required by every originating operator, as it is necessary for its 
customers to be able to communicate with the customers of other networks. Call 
termination is therefore a wholesale service that is resold or used as an input for the 
provision of downstream retail telephony and mobile services.  In previous decisions, 
the Commission has identified relevant markets for the provision of wholesale call 
termination on mobile and fixed networks. 
4.4.1. Wholesale market f or mobile call termination services  
4.4.1.1. Product market definition  
(35) In previous decisions, the Commission has found that there is no substitute for call 
termination on each individual network as the operator transmitting the call can reach 
the intended recipient  only through the operator of the network to which the recipient 
is connected.17  
(36) The Notifying Party, in accordance with Commission’s past practice, submits that the 
relevant product market is the market for wholesale call termination services.  
(37) For the purpose of the present decision, t he Commission considers  that, as regards 
wholesale call termination services, termination on each individual mobile network 
constitutes a separate product market.  
4.4.1.2. Geographic market definition  
(38) In previous decision, the Commission considered that the market for wholesale 
mobile call termination services is national in scope , as each wholesale market for call 
termination corresponds  to the dimensions of the operator’s network and therefore is  
limited to the national territory of the operator's network.18 This is primarily due to 
                                                                                                                                                      
27 July 2018 in case M.8883, PPF/Telenor Target Companie s, paragraph 22; Commission decision of 3  
August 2016 in case M.7978, Vodafone/Liberty Global/Dutch JV, paragraph  40; Commission decision of 
4 February 2016 in case M.7637, Liberty Global/BASE Belgium, paragraph  73. 
17  Commission decision of 27 November 2018 in case M.8792, T -Mobile NL/Tele2 NL,  paragraph  259; 
Commission decision of 15 July 2019 in case M.9370, Telenor/DNA , paragraph 70 ; Commission decision 
of 27 July 2018 in case M.8883, PPF/Telenor Target Companies , paragraph 26 ; Commission decision of 
12 December 2012 in case M.6497, Hutchison  3G Austria/Orange Austria, paragraph  68. 
18  Commission decision of 27 November 2018 in case M.8792, T -Mobile NL/Tele2 NL, paragraph  263; 
Commission decision of 15  July 2019 in case M.9370, Telenor/DNA , paragraph 73 ; Commission decision 
of 27 July 2018 in case M.8883, PPF/Telenor Target Com panies, paragraph28; Commission decision of 
3 August 2016 in case M.7978, Vodafone/Liberty Global/Dutch JV, para  196. 
 
 
8 regulatory barriers as the geographic scope of a network licence is, in principle, 
limited to areas which do not extend beyond the borders of a Member State.  
(39) In line with previous Commission decisions, the Notifying Party submits that the 
market for wholesale mobile call termination services should be considered national 
in scope.  
(40) For the purpose of the present decision, t he Commission considers that the market for 
wholesale  mobile call termination services is national in scope.  
4.4.2. Wholesale market for fixed call termination services  
4.4.2.1. Product market definition  
(41) As in the case of wholesale mobile call termination services, in previous decisions the 
Commission has established that there are no potential substitutes for call termination 
on each fixed network since the operator transmitting the call can reach the intended 
recipient only through the operator of the network to which the recipient is 
connected.19  
(42) The Notifying Party, in accordance with Commission’s decisional practice, submits 
that the relevant product market is the market for wholesale call termination services 
on fixed networks. 
(43) For the purpose of the present decision, the Commission considers that, as regards 
wholesale  call termination services, termination on each individual fixed network 
constitutes a separate product market.  
4.4.2.2. Geographic market definition  
(44) In previous decisions, the Commission has found that the market for wholesale fixed 
call termination services is na tional in scope, considering that the geographic scope of 
each wholesale market for call termination should correspond to the dimensions of the 
operator’s network, which is limited to national borders due to regulatory barriers.20  
(45) The Notifying Party submi ts that, in line with previous Commission decisions, market 
for wholesale fixed call terminati on services is national.  
(46) For the purpose of the present decision, the Commission considers that the market for 
wholesale fixed call termination services is national in scope.  
                                                 
19  Commission decision of 27 November 2018 in case M.8792, T -Mobile NL/Tele2 NL, paragraph  259, 
Co mmiss ion decision of 15 July 2019 in case M.9370, Telenor/DNA , paragraph78, Commission decision 
of 27 July 2018 in case M.8883, PPF/Telenor Target Companies , paragraph 32 ; Commission decision of 
12 December 2012 in case M.6497, Hutchison 3G Austria/Orange Austr ia, paragraph  68. 
20  Commission decision of 27 November 2018 in case M.8792, T -Mobile NL/Tele2 NL, paragraph  263; 
Commission decision of 15  July 2019 in case M.9370, Telenor/DNA , paragraph 81 ; Commission decision 
of 27 July 2018 in case M.8883, PPF/Telenor  Target Com panies, paragraph 35; Commission decision of 3  
August 2016 in case M.7978, Vodafone/Liberty Global/Dutch JV, paragraph 210.  
 
 
9 4.5. Wholesale international roaming services  
(47) International roaming services allow mobile telecommunication subscribers to make 
and receive calls and use other services such as text messages and data services, when 
abroad. To offer such services to their end-users, Mobile Network Operators 
(“MNOs”) conclude wholesale agreements with one another providing access and 
capacity on mobile networks in the foreign country. MNOs select their partner 
operators based on network coverage, price, network quality and reciprocity. Demand 
for wholesale international roaming services comes (i) from foreign mobile operators 
who wish to provide their own customers with mobile services outside their own 
network and also downstream (ii) from subscribers wishing to use their mobile 
telephones outside their own countries. 
4.5.1. Product market definition  
(48) In previous decisions, the Commission ha s considered a separate product market for 
wholesale international roaming services comprising both terminating calls and 
originating calls. 21 
(49) In line with Commission’s decisional practice, the Notifying Party submits that the 
relevant product market is the wholesale market for international roaming. In 
particular, the Notifying Party considers that the wholesale international roaming 
market encompasses all mobile operators in a given country.  
(50) For the purpose of the present decision, t he Commission conside rs that the relevant 
product market is the wholesale market for international roaming services comprising 
both terminating and originating calls without distinguishing by mobile operator in a 
certain country.  
4.5.2. Geographic market definition  
(51) In previous decisi ons, the Commission found that the relevant geographic market is 
national in scope due to the existence of regulatory barriers to offering mobile 
services. 22  
(52) The Notifying Party agrees with this approach and submits that the revelant 
geographic market is national.  
(53) For the purpose of the present decision, the Commission considers that the market for 
wholesale international roaming services  is national in scope. 
                                                 
21  Commission decision of 27 November 2018 in case M.8792, T -Mobile NL/Tele2 NL, paragraph  250; 
Commission decision of 15 July 2019 in case M.9370, Telenor/DNA , paragraphs 59- 61; Commission 
decision of 27 July 2018 in case M.8883, PPF/Telenor Target Com panies, paragraph40; Commission 
decision of 1 March 2010 in case M.5650, T -Mobile/Orange , paragraphs 32- 34. 
22  Commission de cision of 27 November 2018 in case M.8792, T -Mobile NL/Tele2 NL, paragraph  251; 
Commission decision of 15  July 2019 in case M.9370, Telenor/DNA , paragraph 65 ; Commission decision 
of 27 July 2018 in case M.8883, PPF/Telenor Target Compan ies, paragraph 43; C ommission decision of 
3 August 2016 in case M.7978 Vodafone/Liberty Global/Dutch JV, paragraph  202.  
 
 
10 5. COMPETITIVE ASSESSMEN T 
5.1. Analytical framework  
(54) Under Article 2(2) and (3) of the Merger Regulation,  the Commission must assess 
whether a proposed concentration 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.  
(55) In this respec t, 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 where the undertakings concerned are active in different relevant 
markets. 
(56) With regard to non-horizontal mergers, two broad types can be distinguished: vertical 
and conglomerate mergers. Verti cal mergers involve companies operating at different 
supply chain levels.  
(57) The Commission appraises horizontal effects in accordance with the guidance set out 
in the relevant notice, that is to say the Horizontal Merger Guidelines.23  Additionally, 
the Commission appraises non-horizontal effects in accordance with the guidance set 
out in the relevant notice, that is to say the Non-Horizontal Merger Guidelines. 24 
5.2. Identification of affected markets  
(58) The Transaction gives rise to horizontally affected market(s) in the retail supply of 
Pay-TV services (and possible segments) in Bulgaria. 
(59) The Transaction also gives rise to vertically affected markets in relation to (i) the 
upstream provision of wholesale mobile call terminations services and the 
downstream provision of retail mobile telecommunication services in Bulgaria, 
Slovenia and Croatia and (ii) the upstream provision of wholesale fixed call 
termination services and the downstream provision of retail fixed telephony services 
in Bulgaria and Slovenia.  
5.3. Horizontal non -coordinated effects  
5.3.1. Introduction  
(60) The Horizontal Merger Guidelines distinguish between two main ways in which a 
concentration between actual or potential competitors on the same relevant market 
                                                 
23  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelines"), OJ C 31, 05.02.2004.  
 
24  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.  
 
 
11 may significantly impede effective competition, namely coordinated and non-
coordinated effects .25  
(61) Under the substantive test set out in Article 2(2) and (3) of the Merger Regulation, 
also mergers that do not lead to the creation or the strengthening of the dominant 
position of a s ingle firm may be incompatible with the internal market.  
(62) 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 prior 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 pressure that results from 
the merger, since the merging firms’ price increase may switch some demand to the 
rival firms, which, in turn, may find it profitable to increase their prices. The 
reduction in these competitive constraints could lead to significant price increases in 
the relevant market.”26 
(63) 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.  
5.3.2. Retail supply of TV services  
5.3.2.1. Horizontally affected markets  
(64) The Parties’ activities overlap in the market (s) for the retail supply of TV services in 
Bulgaria, in pa rticular, in a possible segment for the provision of OTT services. In this 
segme nt United Group is active globally, including in Bulgaria.  
(65) The tables below illustrate BTC’s and its main competiors’ market shares in 2018 
both in value and in volume (by number of subscribers ) in Bulgaria .27 
                                                 
25  The C ommi ssion  has not found any indications that the present Transaction could give rise to coordinated 
effects in relation to the horizontally affected market identified in Section 5.2. No related complaints have 
been received during the market investigation.  
26 Horizontal Merger Guidelines, paragraph 24.  
27  Considering alternative segmentations of the market for retail supply of Pay -TV services, based on the 
Notifying Party’s submission,  BTC's market shares in the possible segments for premium and basic Pay -
TV ser vices, in 2018 was [20 -30]% in premium Pay -TV services and [20 -30]% in basic Pay -TV services . 
According to the Notifying Party, market shares BTC and United Group achieved in the possible segment 
for linear and non- linear Pay -TV services are unlikely to be significantly different from the overall market 
including both linear and non- linear Pay -TV services .  Therefore, BTC’s market share in alternative 
segments of the market for the retail supply of Pay -TV services does not materially differ from the market 
shares in the overall market for the retail supply of Pay -TV services.  

 
 
13 (69) First, the Transaction results in an increment of less than [0-5]% (even in the 
narrowe st possible segment for retail supply of Pay -TV services distributed through 
OTT).  In the Notifying Party’s view, [UG strategy regarding the Bulgarian market]. This 
is demonstrated by the very limited number of subscri bers (amounted to […]) and 
revenues (EUR […]) generated from that activity in 2018. In addition, United Group’s 
OTT services provided under “Net.TV.Plus”, target the ex-Yugoslavian diaspora, with a 
focus on channels in Serbian/Croatian/Bosnian language, indicating further that [UG 
strategy regarding the Bulgarian market ]. 
(70) Second, the Notifying Party submits that post -Transaction, the merged entity will 
continue to face strong competitive pressure from  telecom operators providing such 
services, as well as from global or regional O TT platforms (such as Netflix and 
Amazon Prime).  
5.3.2.3. The Commission’s assessment  
(71) The Commission considers that the Transaction does not give rise to horizontal non-
coordinated effects in the market(s) for retail supply of Pay-TV services (and its 
possible sub -segments) in Bulgaria for the reasons set out below. 
(72) First, in the overall market for retail supply of Pay-TV services as demonstrated at 
Table 1, the Parties’ combined market share based on 2018 figures would be below 
25% in volume and in value. In the pl ausible narrower market for retail supply of 
Pay-TV services via OTT, BTC’s market share is [20-30]% in volume and [50-60]% 
in value based on 2018 figures . However, the increment brought by the Transaction 
would be below [0-5]% in view of the limited revenues and number of subscribers of 
United Group as set out at paragraph (67), even in the narrowest plausible segment. 
Therefore, the Transaction, will not significantly  affect the structure of the market.  
(73) Second, post -Transaction there will remain a suffici ent number of alternative 
suppliers in both the overall market for retail supply of Pay-TV services and the 
narrower market for the provision of OTT services  to maintain a similar level of 
competition.  
(74) Third, the results of the market investigation did not indicate any issues related to the 
horizontal overlap between the Parties’ activities in the market(s) for retail supply of 
Pay-TV services (even if we assumed a segmentation per distribution technology) in 
Bulgaria.29   
(75) Based on the above, the Commission concludes that the Transaction does not raise 
serious doubts as to its compatibility with the internal market with respect to 
horizontal non-coordinated effects. 
5.4. Vertical effects  
5.4.1. Introduction  
(76) A merger between companies which operate at different levels of the supply chain 
may significantly impede effective competition if such merger gives rise to 
                                                 
29  See replies to questionnaire Q3 –Questionnaire to TV competitors, questions 5.1 and 5.2.  
 
 
14 foreclosure.30 Foreclosure occurs where actual or potential competitors' access to 
supplies or markets is hampered or eliminated as a result of the merger, thereby 
reducing those companies' ability and/or incentive to compete.31 Such foreclosure 
may discourage entry or expansion of competitors or encourage their exit.32 
(77) 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 
competitors by restricting their access to an important input. Customer foreclosure 
occu rs where the merger is likely to foreclose upstream competitors by restricting 
their access to a sufficient customer base .33  
(78) Pursuant to the Non-Horizontal Merger Guidelines, input foreclosure arises where, 
post-merger, the new entity would be likely to re strict access to the products or 
services that it would have otherwise supplied absent the merger, thereby raising its 
downstream rivals' costs by making it harder for them to obtain supplies of the input 
under similar prices and conditions as absent the m erger .34 
(79) For input foreclosure to be a concern, the merged entity should have a significant 
degree of market power in the upstream market. Only when the merged entity has 
such a significant degree of market power, can it be expected that it will significant ly 
influence the conditions of competition in the upstream market and thus, possibly, the 
prices and supply conditions in the downstream market .35. 
(80) In assessing the likelihood of an anticompetitive input foreclosure scenario, the 
Commission examines, first, whether the merged entity would have, post -merger, the 
ability to substantially foreclose access to inputs, second, whether it would have the 
incentive to do so, and third, whether a foreclosure strategy would have a significant 
detrimental effect on competition downstream.36 
(81) Pursuant to the Non-Horizontal Merger Guidelines, customer foreclosure may occur 
when a supplier integrates with an important customer in the downstream market and 
because of this downstream presence, the merged entity may foreclose ac cess to a 
sufficient customer base to its actual or potential rivals in the upstream market (the 
input market) and reduce their ability or incentive to compete, which in turn, may 
raise downstream rivals' costs by making it harder for them to obtain suppli es of the 
input under similar prices and conditions as absent the merger. This may allow the 
merged entity profitably to establish higher prices on the downstream market .37 
(82) For customer foreclosure to be a concern, a vertical merger must involve a company 
which is an important customer with a significant degree of market power in the 
downstream market. If, on the contrary, there is a sufficiently large customer base, at 
                                                 
30  Guidelines on the assessment of n on-horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Non- Horizontal Merger Guidelines"), OJ C 265, 18.10.2008, p. 11, 
paragraphs.  17-18. 
31  See Non -Horizontal Guidelines, paragraph  18. 
32  See Non -Horizontal Guidelines, paragraph 29.  
33  See Non -Horizontal Guidelines, paragraph 30.  
34  See Non -Horizontal Guidelines, paragraph 31.  
35  See Non -Horizontal Guidelines, paragraph 35.  
36  See Non -Horizontal Guidelines, paragraph 32.  
37  See Non -Horizontal Guidelin es, paragraph 58.  
 
 
15 present or in the future, that is likely to turn to independent suppliers, the Commission  
is unlikely to raise competition concerns on that ground.38  
(83) In assessing the likelihood of an anticompetitive customer foreclosure scenario, the 
Commission examines, first, whether the merged entity would have the ability to 
foreclose access to downstream  markets by reducing its purchases from its upstream 
rivals, second, whether it would have the incentive to reduce its purchases upstream, 
and third, whether a foreclosure strategy would have a significant detrimental effect 
on consumers in the downstream market.39 
5.4.2. Vertically affected markets  
(84) As set out at paragraph (34), call termination service is the wholesale service 
provided by network operators that allows users of different networks t o communicate 
with each other. The market for wholesale termination of calls on mobile fixed networks 
is therefore vertically related to the retail markets for fixed and mobile telephony 
services .n this regard, the Transaction gives rise to the below  vertically affected markets  
in the telecommunications sector. 
(a) the upstrea m market for the wholesale provision of call termination 
services on United Group’smobile networks in Slovenia (Telemach) and 
Croatia (Tele2) in connection with the downstream maket for the retail 
provision of mobile and fixed telephony services in Bulgari a; 
(b) the upstream market for the wholesale provision of call termination 
services on United Group’s fixed networks in Slovenia (Telemach) in 
connection with the downstream maket for the retail provision of mobile 
and fixed telephony services in Bulgaria (BTC);  
(c)  the upstream market for the wholesale provision of call termination 
services on BTC’s mobile network in Bulgaria, in connection with the 
downstream maket for the retail provision of mobile services in Slovenia 
and Croatia;  
(d)  the upstream market for the wholesale provision of call termination 
services on BTC’s fixed network in Bulgaria, in connection with the 
downstream maket for the retail provision of fixed telephony services in 
Slovenia and Croatia. 
 
                                                 
38  See Non -Horizontal Guidelines, paragraph 61.  
39  See Non -Horizontal Guidelines, paragraph 59.  
 
 
16 Table 3 : Vertically affected markets in Bulgaria, Sl ovenia and Croatia 
(1) Upstream markets  (2) Downstream markets  
Wholesale mobile call termination 
services in:  
- United Group:  100% in Slovenia; 
100% in Croatia   
 (i) Retail mobile 
telecommunications services in:  
- BTC:  [20-30]% in Bulgaria  
(ii) Retail fixed telephony services 
in: 
(3) - BTC: [80-90]% in Bulgaria  
Wholesale mobile call termination 
services in:  
-  BTC: 100% in Bulgaria  (i) Retail mobile 
telecommunications services in:  
-  United Group: [10-20%]  in 
Slovenia; [20-30]% in Croatia  
(ii) Retail fixed telephony services 
in: 
- United Group: [20-30]% in 
Slovenia  
Wholesale fixed call termination in:  
 - United Group: 100% in Slovenia  (i) Retail mobile 
telecommunications services in:  
-   BTC  [20-30]% in Bulgaria  
(ii) Retail fixed telephony services 
in: 
- BTC : [80-90]% in Bulgaria  
Wholesale fixed call termination in:  
- BTC  100% in Bulgaria  (i) Retail mobile 
telecommunications services in:  
- United Group: [10-20]% in Slovenia; 
[20-30]% in Croatia  (ii) Retail fixed 
telephony services in:  
- United Group [20-30]% i n Slovenia  
 
(85) The Transaction gives rise to a vertical link in (i) the wholesale markets for 
international roaming services in Slovenia (United Group) and Croatia (United 
Group) in relation to the downstream markets for the retail provision of mobile 
commun ication services in Bulgaria (BTC); and (ii) the wholesale markets for 
international roaming services in Bulgaria (BTC), in relation to the downstream 
markets for the retail provision of mobile communication services in Slovenia (United 


 
 
19 majority of cases, the identity of the customer purchasing termination services is not 
known because international calls are mostly made over internat ional carriers who act 
as intermediaries between the telecommunication operators.46  
5.4.3.1.2. The Commission's assessment  
(92) The Commission considers  that the Transaction does not give rise to serious doubts as 
to its compatibility with the internal market in relation to the vertical link between the 
upstream market for wholesale mobile  call termination services and  the downstream 
markets for retail supply of fixed telephony services and retail supply of mobile 
telecommunication services , for the following reasons . 
(93) First, the Commission notes that there are regulatory obligations applying to the 
wholesale mobile call termination markets .47 Those regulatory obligations include 
access  to specific network facilities, transparency (including publication of draft 
interconnect ion agreement s on the network operator’s website), non-discrimination 
and price control. Furthermore, as established by Article 75 of the European 
Electronic Communications Code, by 31 December 2020 the Commission shall adopt 
a delegated act setting the Eu rorates (a single Union-wide mobile and a single Union -
wide fixed termination rate). That means that termination rates, currently established 
by the Bulgarian, the Slovenian and the Croatian regulators, will be set by the 
European Commission through a dele gated act.  
(94) Second, the Commission notes that the majority of the respondents to the  market 
investigation did not raise any concerns related to vertical issues arising from the 
Transaction in the market for wholesale mobile call termination services on the one 
hand, and the retail supply of fixed telephony services and retail mobile 
telecommunicat ions services on the other hand.48 
(95) Therefore, due to the existing regulatory obligations on wholes ale suppliers of mobile 
call termination services, the Commission considers that the merged entity will not 
have the ability to discriminate against United Group’s competitors in Slovenia and 
Croatia for access to call termination services in Bulgaria. Sim ilary, United Group 
will not have the ability to discriminate against BTC’s competitors in Bulgaria for 
access to call termination in Slovenia and Croatia.  In view of such regulatory 
obligations, the Commission also considers that the merged entity will a lso not have 
the ability to otherwise degrade terms and conditions for the provision of wholesale 
mobile call termination services.  
(96) In view of the limited importance of (i) wholesale mobile call termination  services in 
Croatia and Slovenia to BTC to and i ts competitors and (ii) wholesale mobile 
termination services  in Bulgaria to Tele2 and T elemach and their competitors, the 
                                                 
46  Reply to RFI 8 of 1 April 2020.  
47  With respect to Bulgaria, see Commission Decision of 21 November, 2016 in case BG/2016/1924, Call 
termination on individual mobile telephone networks in Bulgaria and corresponding national market 
review performed by the national regulatory authority . With respect to Croatia, see Commission Decision 
of 13 February 2019 in case HR/2019/2140: Wholesale voice call termination on individual mobile 
networks in Croatia. With respect to Slovenia, see Commission decision of 8 March 2016, in case 
SI/2016/1841:  Wholesale voice call termination on individual mobile networks in Slovenia – Remedies.  
48  See replies to questionanaire Q1 – Questionnaire to competitors, questions 4.1, 4.2 and 4.4 and replies to 
questionnaire Q2 – Questionnaire to customers, questions 7.1 and 7.2.  
 
 
20 Commission considers that the merged entity will not have an incentive to 
discriminate or otherwise degrade terms and conditions for the provision of such 
services.  
(97) The Transaction will thus not have any appreciable negative impact on prices or other 
terms or conditions in the downstream market s for the retail supply of fixed telephony 
services and the retail supply of mobile telecommu nications services  in those 
countries. 
(98) Based on the  above, the Commission concludes that the T ransaction does not give rise 
to serious doubts as to its compatibility with the internal market  in relation to the 
vertical link between the upstream markets for wholesale mobile  call termination 
services and  the downstream markets for retail supply of fixed telephony services and 
retail mobile telecommunication s services.  
5.4.3.2. Wholesale market for fixed call termination services – Retail market for 
fixed telephony se rvices and retail market for mobile telecommunications 
services  
(99) United Group is active i n the market for wholesale fixed call termination services on 
its own network in Slovenia . BTC is also active i n this market  in Bulgaria.  
5.4.3.2.1.  The Notifying Party's view  
(100) The Notifying Party submits that the Transaction will not result in any 
anticompetitive foreclosure concerns for the reasons set out below. 
(101) First, the markets for provision of wholesale fixed call termination services are 
subject to ex ante  regulation in the Member States. Such national regulations ensure 
that access to call termination is granted on reasonable conditions and rates remain 
reasonable and non discriminatory. In addition, following the adoption of the 
respective delegated act,  by 31 December 2020, mobile  and fixed termination rates 
will no longer be established by the national regulators, but by the Commission 
through a delegated act.  
(102) Second, the Notifying Party asserts that  in essence, that any attempt by the Parties to 
foreclose each other’s  competitors is unlikely to be effective, since neither BTC nor 
United Group can influence the cost structure of Telemach/Tele2 and BTC 
competitors, respectively, in a significant manner.49 The Notifying Party submits in 
that respect  that wholesale call ter mination in Croatia and Slovenia is only of minor 
importance to BTC and its competitors. Similarly, according to the Notifying Party, 
wholesale call termination in Bulgaria is only of minor importance to Tele2 and 
Telemach and their competitors in Slovenia  and Croatia. In addition, in the vast 
majority of cases, the identity of the customer purchasing termination services is not 
known because international calls are mostly made over international carriers who act 
as intermediaries between the telecommunicat ion operators.50 
                                                 
49  Form CO, paragraphs 247 and 255.  
50  Reply to RFI 8 of 1 April 2020.  
 
 
21 5.4.3.2.2. The Commission's assessment  
(103) The Commission considers that the Transaction does not give rise to serious doubts as 
to its compatibility with the internal market in relation to the vertical link between the 
upstream market for wholesale fixe d call termination services and the downstream 
markets for retail supply of fixed telephony services and retail supply of mobile 
telecommunication services, for the following reasons . 
(104) First, the Commission notes that there are regulatory obligations applyi ng to the 
wholesale mobile call termination markets .51 Those regulatory obligations include 
access  to specific network facilities, transparency (including publication of draft 
interconnection agreement s on the network operator’s website), non-discrimination  
and price control. Furthermore, as established by Article 75 of the European 
Electronic Communications Code, by 31 December 2020 the Commission shall adopt 
a delegated act setting the Eurorates (a single Union -wide mobile and a single Union -
wide fixed termination rate). That means that termination rates, currently established 
by the Bulgarian and the Slovenian regulators, will be set by the European 
Commission through a delegated act.  
(105) Second, the Commission notes that the  majority of the respondents to the market 
investigation did not raise any concerns related to vertical issues arising from the 
Transaction in the market for wholesale fixed call termination services on the one 
hand, and the retail supply of fixed telephony services and retail mobile 
telecommunications services on the other hand.52 
(106) Therefore, due to the existing regulatory obligations on wholesale suppliers of fixed  
call termination services, the Commission considers that the merged entity would not 
have the ability to discriminate against  United Group’s competitors in Slovenia for 
access to call termination services in Bulgaria. Similary, United Group would not 
have the ability to discriminate against BTC’s competitors in Bulgaria for access to 
call termination in Slovenia.  In view of such regulatory obligations, the Commission 
also considers that the merged entity will also not have the ability to otherwise 
degrade terms and conditions for the provision of wholesale fixed call termination 
services.  
(107) In view of the limited importance of (i) wholesale fixed call termination  services in 
Croatia and Slovenia to BTC to and its competitors and (ii) wholesale fixed 
termination services  in Bulgaria to Tele2 and T elemach and their competitors, the 
Commission considers that the merged entity will not have an incentive to 
discriminate or otherwise degrade terms and conditions for the provision of such 
services.  
                                                 
51  With respect to B ulgaria, see Commission Decision of 26 May, 2016 in case BG/2016/1862, Call 
termination on individual public telephone provided at a fixed location in Bulgaria . With respect to 
Croatia, see Commission Decision of 12 February 2019 in case HR/2019/2139: Whol esale call 
termination on individual public telephone networks provided at a fixed location in Croatia. With respect 
to Slovenia see Commission Decision of 7 March  2016, in case SI/2016/1840, Wholesale call termination 
on individual public telephone networks provided at a fixed location in Slovenia – Remedies.  
52  See replies to questionanaire Q1 – Questionnaire to competitors, questions 4.1, 4.2. and 4.5 and replies to 
questionnaire Q2 – Questionnaire to customers, questions 7.1 and 7.2  
 
 
22 (108) The Transaction will thus not have any appreciable negative impact on  prices or 
other terms or conditions in the downstream market s for the ret ail supply of fixed 
telephony services  (and all possible sub-segments set out at paragraph (30)) and the 
retail supply of mobile telecommunications services  (and all possible sub-segments 
set out at paragraph (23)) in those countries.  
(109) Based on the  above, the Commission concludes that the T ransaction does not give rise 
to serious doubts as to its compatibility with the internal market  in relation to the 
vertical link between the upstream market for wholesale mobile  call termination 
services and  the downstre am markets for retail supply of fixed telephony services and 
retail mobile telecommunication s services.  
6. CONCLUSION  
(110) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the interna l 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