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, 30.06.2020  
C(2020 ) 4520 final  
PUBLIC VERSION  
  
To the notifying party  
Subject : Case M.9676 – Lov Group/Banijay/ESG  
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 25 May 2020, the Commission received notification of a proposed concentration 
pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which Lov Group 
Invest (“Lov Group”, France ) acquires  within the meaning of Article 3(1)(b) of the 
Merger Regulation  sole control of the whole of  both Banijay Group (“Banijay”, 
France) , which is currently jointly controlled by Lov Group and DeAgostini, and 
Endemol Shine G roup (“ESG”, the Netherlands) , which is currently jointly 
controlled by Apollo Management and The Walt Disney Company  (the 
“Transaction”) .3 Lov Group is hereinafter also referred to as the “Notifying Part y”. 
Lov Group , Banijay and ESG  are together referred to as the “Parties”.  
                                                 
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 introd uced 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 Offi cial Journal of the European Union No C 183 , 3.6.2020 , p. 11. 
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information omitted has been replaced by 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 1. THE PARTIES  
(2) Lov Group  is a French holding company. Lov Group  is active in the production of  
audiovisual (“ AV”) content in Europe via Banijay , as well as in the online gambling 
and luxury hotels sectors.  
(3) Banijay  is active in the production and distribution of content for television (“TV”) 
and digital platforms  (AV content).  Banijay  creates and produces general 
entertainment content for broadcasters in Europe, the United States, India, Australia, 
New Zealand and Rus sia and licenses pre -produced content and formats around the 
world mostly through its UK -based distribution arm Banijay Rights. Banijay is 
currently jointly controlled by Lov Group and DeAgostini.  
(4) ESG  is an international producer and distributor of AV cont ent. ESG  develops 
general entertainment content and licenses its portfolio to third parties through its 
UK-based subsidiary Endemol Shine International, which mainly licenses pre -
produced content, and its Dutch subsidiary Endemol Shine IP, which mainly lic enses 
formats.4 ESG is currently jointly controlled by Apollo Management and The Walt 
Disney Company.  
2. THE OPERATI ON 
(5) The Transaction concerns the acquisition of sole control over both Banijay and ESG 
by Lov Group.  
(6) First, pursuant to a share purchase agreement  dated 25 October 2019  (“SPA”) , 
Banijay, via its subsidiary Banijay Entertainment, will acquire 100% of the share 
capital of ESG. Seco nd, upon completion of the acquisition of ESG by Banijay, the 
control over Banijay will change from the current joint control by Lov Group and 
DeAgostini to sole control by Lov Group via its holding company  Lov Group Invest , 
through a decrease  in DeAgostini’s shareholding .  DeAgostini will thus only retain a 
minority shareholding that will not provide it with joint co ntrol.  
(7) These two transactions are interdependent within the meaning of paragraphs 38 et 
seq. of the Commission’s Consolidated Jurisdictional Notice and, as a result, form a 
single concentration for the purposes of Article 3 of the EUMR.  
(8) First, both transac tions have as their common result the acquisition of ultimate 
exclusive control by Lov Group.  
(9) Second, the two transactions are linked by condition. [BUSINESS SECRET ].5  
(10) Third, further proof of the interdependence between both transactions follows from  
the simultaneous conclusion of the relevant agreements. The SPA and the DeA M oU 
were both executed on 25 October 2019.  
                                                 
4  A format is the overall concept and branding of a copyrighted AV show. The most common type of 
formats are those in the TV genres of game shows and reality shows, many of which are remade in 
multiple markets with local contestants. Examples include  “Who Wants to Be a Millionaire?” and “Big 
Brother” .  
5  [BUSINESS SECRET] . 
 
 
3 (11) Therefore, the Transaction constitutes a concentration with in the meaning of Article 
3(1)(b ) of the Merger Regulation.  
3. EU DIMENSION  
(12) The Transaction does not have EU dimension pursuant to Article 1(2) of the Merger 
Regulation. However, the undertakings concerned have a combined aggregate world -
wide turnover of more than EUR 2  500 million (Lov Group: […]; Banijay: EUR 
[…]; ESG: EUR […]). In each of at least three Member States, the combined 
aggregate turnover is more than EUR 100 million. In each of these Member States, 
the aggregate turnover of each of the undertaking concerned is more than EUR 25 
million (France: Lov Group: EUR […]; Banijay : EUR […]; ESG: EUR […]; 
Germany: Lov Group: EUR […]; Banijay: EUR […]; ESG: EUR […]; Italy: Lov 
Group: EUR […]; Banijay: EUR […]; ESG: EUR […]). The aggregated EU -wide 
turnover of each of the undertakings concerned was more than EUR 100 million 
(Lov Group : EUR […]; Banijay: EUR […]; ESG: EUR […]), but they do not 
achieve more than two -thirds of their aggregate EU -wide turnover within one and 
the same Member State.  
(13) Therefore, the Transaction has an EU dimension pursuant to Article 1( 3) of the 
Merger Regula tion.  
4. MARKET DEFINITION  
4.1. Overview of t he audiovisual value chain  
(14) The present case relates to  the area s of (i) the pr oduction of AV content, (ii) the 
licensing of broadcasting rights for such content, and (iii) the wholesale supply of 
TV channels , where Banijay and ESG  are active . Affected markets arise only with 
respect to area (i ). 
(15) In its past decisional practice6, the Commission has distinguished the following 
levels in the value chain for AV -related content:  
(a) the production of AV content, i.e. the sour cing of AV content by broadcasters, 
streaming and channel operators on a “commissioned”/tailor -made basis  (see 
Section 4. 2 below) ; 
(b) the licensing of broadcasting rights relating to AV content, i.e. the acquisition of 
broadcasting rights by broadcasters, str eaming and channel operators for pre -
existing AV content or rights to formats (see Section 4. 2 below);  
(c) the wholesale supply of TV channels by TV channel editors to TV channel 
retailers; and  
(d) the retail supply of AV services to end customers.  
                                                 
6  Commission decision of 7 April 2017, Case M.8354, F ox/Sky, para. 29; Commission decision of 16  
 September 2014, Case M.7282, Liberty Global/Discovery/All3Media, para. 12; Commission decision of 
21 December 2010, Case M.5932, News Corp/BSkyB, para. 29.  
 
 
4 (16) TV production c ompanies produce AV content  either (i) for internal use on their own 
TV channels or video -on-demand services if they are vertically integrated 
broadcasters (i.e., captive TV production), or (ii) for supply to third -party customers 
(i.e., non -captive TV pro duction). Third -party customers are typically broadcasters 
or, alternatively, non -traditional platforms, i.e. Over -The-Top ("OTT") platforms 
that order AV content  from TV production companies . This level of the value chain 
concerns the licensing of broadca sting rights relating to pre -existing AV content , i.e., 
AV content  that has been previously produced and is subsequently made available 
"off-the-shelf" by the rights holder (so -called "pre -produced" AV content ). 
(17) The Transaction relates to  levels (a) and (b ) identified above, since Banijay and ESG 
are mainly active in the production of AV content and in the distribution/licensing of 
AV content rights and not in the downstream levels of the AV content value chain.7   
(18) As indicated,  only the horiz ontal overlaps  at level (a) are  assessed in the present as 
affected markets arise only in this respect  
4.2. Production of AV content and licensing of broadcasting rights for AV content  
(19) From a demand perspective, the production/commissioning of non -captive AV 
content  and the licensing/acquisition of AV content  rights relating to externally 
produced content represent alternative ways through which downstream operators  
(e.g., TV channels wholesalers, vertically integrated TV services retailers, OTT 
providers) may acquire AV cont ent, and could, therefore, be considered 
substitutable.8 
(20) Moreover, the possible sub -segmentations of the market for the licensing  of AV 
content  rights adopted  by the Commission in previous decisions ar e applicable to the 
production  of AV content .  
(21) For these reasons , and in line with past decisional practice , the market definition for 
the production of non -captive AV content  and the licensing of AV content  rights is 
examined jointly in the present decision.  
4.2.1.  Product market definition  
4.2.1.1.  Commission’s decision al practice  
(22) In its past decisional practice, the Commission has assessed a potential segmentation 
of the markets for t he production/commissioning of non -captive AV content  and the 
licensing/acquisition of AV content  rights  according to both (a) the model f or 
supplying/acquiring AV content and/or (b) the type of AV content being 
supplied/acquired.   
(23) With reference to the model for supplying/acquiring AV content , the Commission 
concluded that the production of AV content  and the licensing of broadcasting right s 
                                                 
7  Banijay and ESG are also very marginally active in t he production of films.  
8  Commission decision of 9 October 2014, Case M.7360, 21st Century Fox/Apollo/JV, para 40; 
Commission decision of 16 September 2014, Case M.7282, Liberty Global/Discovery/All3Media, para. 
41; Commission decision of 22 September 200 6, Case M.4353, Permira/All3Media Group, para. 9.  
 
 
5 for AV content9 appear to belong to separate relevant product markets.10 However, 
the Commission left open the question whether the market for the production of AV 
content  is to be further segmented between commissioned production an d supply of 
production  services . The Commission also found the market for the production of 
AV content  to be limited to non -captive production (as opposed to captive 
production, i.e. AV content  produced for captive or in -house use on the producer's 
own channels, which is theref ore not offered on the merchant market).11  
(24) With reference to the type of  AV content , in its past decisional practice, the 
Commission has identified separate markets for (i) films, (ii) sports and (iii) other 
AV content within the markets for both the production of AV content and the 
licensing of broadcasting rights.12  
(25) The Commission has also considered distinguishing the market for other  AV content 
further according to whether it presents scripted and non -scripted content (with 
scripted AV content bein g produced on an existing script, story or character, while 
non-scripted AV content is content not based on a script, for example game shows, 
reality shows and talent shows) . Within the scripted and non -scripted sub -segments, 
the Commission has already con sidered a further sub -segmentation according to 
genre (drama, comedy, documentaries, kids’ programs, reality shows, talk shows, 
talent shows, factual entertainment, etc.).13 
(26) The Commission has further  considered further sub -dividing the market for the 
licen sing of broadcasting rights for AV content by exhibition window: (i) 
subscription video on demand ("SVOD"); (ii) transactional video on demand 
("TVOD"); (iii) pay -per-view ("PPV"); (iv) first pay -TV window; (v) sec ond pay -
TV window; and (vi) FTA, but left the market definition open .14 
4.2.1.2.  The Notifying Party’s views  
(27) In respect to the market for the production and commissioning of AV content  and the 
licensing of broadcasting rights for AV content , the Notifying Part y provides the 
following arguments . 
                                                 
9  A production company licenses to a distributor or TV channels supplier the broadcasting rights for ready -
made AV content t hat it has produced previously.  
10  Commission decision of 20 January 2016, Case M .7865, Lov Group Invest/De Agostini/JV, para. 30; 
Commission decision of 16 May 2014, Case M.7282, Liberty Global/Discovery/All3Media, para.  41. 
11  Commission decision of 22 September 2006, Case M.4353, Permira/All3Media Group, para. 11;  
 Commission decisi on of 11 July 2000, Case M.1943, Telefonica/Endemol, para 9.  
12  Commission decision of 21 December 2011, Case M.6369, HBO/Ziggo/HBO Netherlands, para. 18;  
Commission decision of 15 April 2013, Case M.6880, Liberty Global/Virgin Media, para. 18 -19; 
Commissi on decision of 16 May 2014, Case M.7282, Liberty Global/Discovery/All3Media, para. 42;   
Commission decision of 9 October 2014, Case M.7360, 21st Century Fox/Apollo/JV, para. 42;  
Commission decision of 20 January 2016, Case M.7865, Lov Group Invest/De Agost ini/JV, para. 30 and  
37; Commission decision of 7 April 2017, Case M.8354, Fox/Sky, para. 63.  
13  Case M.7282, Liberty Global/Discovery/All3Media, para. 45; Case M.7865, Lov Group Invest/De  
Agostini/JV, para. 31.  
14  Commission decision of 15 June 2018, Case M.8861 Comcast/Sky, recitals 35, 39; Commission decision 
of 24 February 2015 in case M.7194 Liberty Global / Corelio / W&W / De Vijver Media, recital 69; 
Commission decision of 21 December 2011 in case M.6369 HBO/Z iggo/HBO Nederland, recital 18; 
Commission decision of 16 September 2014 in case M.7282 Liberty Global/Discovery/All3Media, recitals 
46–48; Commission decision of 9 October 2014 in case M.7360 21st Century Fox/Apollo/JV, recitals 45 –
47, Commission decision  of 10 October 2014 in case M.7000 Liberty Global/Ziggo, recitals 38 –44. 
 
 
6 Captive vs. non-captive production  
(28) The Notifying Party argues that the Commission should assess the effects of the 
Transaction on a market for the production of TV content including both in -house 
and externally commissioned production.  These two altern ative sources of  
production are, according to the Notifying Party, perfectly s ubstitutable for 
broadcasters. On this basis, t he Notifying Party argues that broadcasters can, and do, 
easily switch between in -house and external production, in the same way as they can 
substi tute one external producer for another based on the attractiveness of their 
respective formats and costs.15 
Tailormade  vs. production for hire  
(29) The Notifying Par ty submits that  a distinction between production -for-hire and 
tailormade production does not reflect the reality of the TV production in most EEA 
Member States as (i) it would be rare that broadcasters develop a format in -house 
and decide to outsource the  production of the content, and (ii) it is rare for 
broadcasters to acquir e a format from one production company and hire  another 
production company to produce the content based on that format.  Further , according 
to the Notifying Party, the typical case when the broadcaster can be said to “own” 
the format and outsource  the produ ction of the programs is when it has been granted 
a license to that format. According to the Notifying Party, even in these cases, the 
production companies’ services are never limited to providing purely  technical 
support only, but they would be highly inv olved in the design and  conception of the 
finished program, such as selecting the cast, or editing the content.  Furth ermore, 
production companies would be  systematically called upon to submit suggestions as 
to how to improve and modernize the content of th e program.  Given this lack of 
difference in the services provided by the production company depending on 
whether it or the TV channels suppliers or content platform operators owns the rights 
to the format produced, these two situations do, in the notifying  Party’s view, not 
form distinct relevant product markets.16 
Segmentation by type of content  (within scripted and non-scripted content)  
(30) The Notifying Party considers that segmenting the market for the production of 
general entertainment TV con tent and the l icensing of broadcasting rights – first 
segmented by scripted and non -scripted content , which the Notifying Party does not 
contest  – according to genre (drama, comedy,  documentaries, kids’ programs, reality 
shows, talk shows, talent shows, factual entertai nment, etc .) is not appropriate . The 
Notifying Party contends that (i) there is no recognised standard for segmenting 
between the genres, (ii) some progra ms have a hybrid nature, (iii) broadcasters 
decide on the basis of a number of factors which content they chose (budget, 
attractiveness, etc.), and that (iv) even if different genres can be identifi ed they are 
large ly substitutable as long as they meet the broad casters budgetary require ments . 
This is, according to the Notifying Party, demonstrated by the fact that broadcasters 
may even leave open the genre of a program as long as a given time slot can be 
occupied, so that time slots used for one type of program may be used for another 
type of program in the next period. From the supply -side perspective, the Notifying 
                                                 
15  Form CO, paragraphs 149 to 157.  
16  Form CO, paragraphs 158 to 166.  
 
 
7 Party argues that there are no significant barriers to switching between genre, as (i) 
some genres such as factual entertainment and talk shows do not follow any specific 
format and may be produced at little cost, and (ii) producers can easily rely on hired 
talents who can easily switch between genres.17 
Segmentation by exhibition wind ow (licensing of broadcasting rights)  
(31) The Notifying Party considers that the market for the pr oduction of TV content 
should not be segmented according to the exhibition window as it would not be 
relevant as regards the market for  production of TV content. It considers that there is  
no intrinsic difference between the type of non -film, non -sport con tent that a TV 
broadcaster,  a TV retailer and/or an OTT platform would source or  commission from 
a TV production company, depending on the exhibition window in which it intends 
to broadcast such content  on Pay TV or on FTA TV. Moreover, after the relevant TV 
content is produced, the licensor would  typically be free to decide to whom to 
license such content and for what exhibition window and may actually license the 
same content for different exhibition windows in different territories (or even in the 
same t erritory) .18 
4.2.1.3.  Commission’s assessment  
(A) Production of tailormade AV  content vs. licensing of broadcasting rights for 
pre-produced AV  content19 
(32) In the framework of the market investigation the Commission verified the 
appropriateness of a distinction between the production of tailormade AV content on 
the one hand and the licencing o f broadcasting rights  for pre -produced AV content  
on the other hand , as explained at para. 15 above ( points (a) and (b), in terms of 
relevant product market defi nition. The results of the market investigation indicate 
that the production of tailormade AV content and the licensing of broadcasting rights 
for pre -produced AV content belong to separate relevant product markets.  
(33) First, m ost of the respondents to the m arket investigation indicate that there are 
significant differences in terms of costs between (i) producing tailormade AV 
content and (ii) p roducing  AV content and subsequent licensing broadcasting rights 
for such pre -produced content ("pre -produced").20  
(34) Second, only a minority of the respondents to the market investigation  indicat ed that 
companies active in the licencing of broadcasting rights for pre -produced AV 
content (films, sport content and other TV programmes (e.g. documentaries, soap 
                                                 
17  Form CO, paragraphs 167 to 195.  
18  Form CO, paragraphs 196, 197.  
19  See paragraph 15, points (a) and (b) above . 
20  Replies to questionnaire Q1 to Producers – Denmark, question 4; questionnaire Q2 to Broadcasters – 
Denmark, question 4; questionnaire Q3 to Producers – Finland, question 4; questionnaire Q4 to 
Broadcasters – Finland, question 4; questionnaire Q5 to Producers – France , question 4; questionnaire Q6 
to Broadcasters – France , question 4; questionnaire Q7 to Producers – Italy, question 4; questionnaire Q8 
to Broadcasters – Italy, question 4; questionnaire Q9 to Producers – the Netherlands, question 4; 
questionnaire Q10 to Broadcasters – the Netherlands, question 4; questionnaire Q11 to Producers – Spain, 
question 4; questionnaire Q12 to Broadcasters – Spain, question 4; questionnaire Q13 to Producers – 
Sweden, question 4; questionnaire Q14 to Broadcasters – Finland, question 4; questionnaire Q 15 to 
Producers – Sweden, question 4; questionnaire Q16 to Broa dcasters – Finland, question 4.  
 
 
8 operas)) would  be able to start AV content production  activities21 within a short 
timeframe and without incurrin g significant additional costs and vice -versa.  The 
replies to the market investigation also indicate that such a change of activity is 
unlikely even if a produ cer owns the format or IPR required.22 
(35) Third, t he majority of respondents to the market investigation indicated that 
production houses that are specialised  in tailormade production would commonly not 
be active in the licensing of AV content pre -produced by themselves .23 By contrast, 
there was no majority amongst  market participants regarding the question whether 
production houses that are specialised in the production of AV content and 
subsequent licensing of AV content would or would not commonly be active in the 
tailormade production .24 This is a strong indication that the production of tailormade 
AV content on the one hand and the licensing of pre -produced AV content on the 
other hand are not regarded as  substitutes from the supply -side perspective.  
(36) On the  basis of these findings, the Commission concludes that for the purposes of 
the present case, pre-produced TV content and tailor -made TV content are 
                                                 
21    Including “commissioned production" or "production for hire", as further explained in Section 4.2.1.3 (B) 
below.  
22  Replies to questionnaire Q1 to Producers – Denmark, question 5; questionnaire Q2 to Broadcasters – 
Denmark, question 5; questionnaire Q3 to Producers – Finland, question 5; questionnaire Q4 to 
Broadcasters – Finland, question 5; questionnaire Q5 to Produce rs – France, question 5; questionnaire Q6 
to Broadcasters – France, question 5; questionnaire Q7 to Producers – Italy, question 5; questionnaire Q8 
to Broadcasters – Italy, question 5; questionnaire Q9 to Producers – the Netherlands, question 5; 
questionna ire Q10 to Broadcasters – the Netherlands, question 5; questionnaire Q11 to Producers – Spain, 
question 5; questionnaire Q12 to Broadcasters – Spain, question 5; questionnaire Q13 to Producers – 
Sweden, question 5; questionnaire Q14 to Broadcasters – Finla nd, question 5; questionnaire Q15 to 
Producers – Sweden, question 5; questionnaire Q16 to Broadcasters – Finland, question 5.Replies to 
questionnaire Q1 to Producers – Denmark, question 6; questionnaire Q2 to Broadcasters – Denmark, 
question 6; questionnai re Q3 to Producers – Finland, question 6; questionnaire Q4 to Broadcasters – 
Finland, question 6; questionnaire Q5 to Producers – France, question 6; questionnaire Q6 to Broadcasters 
– France, question 6; questionnaire Q7 to Producers – Italy, question 6; questionnaire Q8 to Broadcasters 
– Italy, question 6; questionnaire Q9 to Producers – the Netherlands, question 6; questionnaire Q10 to 
Broadcasters – the Netherlands, question 6; questionnaire Q11 to Producers – Spain, question 6; 
questionnaire Q12 to Bro adcasters – Spain, question 6; questionnaire Q13 to Producers – Sweden, 
question 6; questionnaire Q14 to Broadcasters – Finland, question 6; questionnaire Q15 to Producers – 
Sweden, question 6; questionnaire Q16 to Broadcasters – Finland, question 6.  
23  Replies to questionnaire Q1 to Producers – Denmark, question 7; questionnaire Q2 to Broadcasters – 
Denmark, question 7; questionnaire Q3 to Producers – Finland, question 7; questionnaire Q4 to 
Broadcasters – Finland, question 7; questionnaire Q5 to Producers  – France, question 7; questionnaire Q6 
to Broadcasters – France, question 7; questionnaire Q7 to Producers – Italy, question 7; questionnaire Q8 
to Broadcasters – Italy, question 7; questionnaire Q9 to Producers – the Netherlands, question 7; 
questionnair e Q10 to Broadcasters – the Netherlands, question 7; questionnaire Q11 to Producers – Spain, 
question 7; questionnaire Q12 to Broadcasters – Spain, question 7; questionnaire Q13 to Producers – 
Sweden, question 7; questionnaire Q14 to Broadcasters – Finland , question 7; questionnaire Q15 to 
Producers – Sweden, question 7; questionnaire Q16 to Broadcasters – Finland, question 7.  
24  Replies to questionnaire Q1 to Producers – Denmark, question 8; questionnaire Q2 to Broadcasters – 
Denmark, question 8; questionn aire Q3 to Producers – Finland, question 8; questionnaire Q4 to 
Broadcasters – Finland, question 8; questionnaire Q5 to Producers – France, question 8; questionnaire Q6 
to Broadcasters – France, question 8; questionnaire Q7 to Producers – Italy, question 8 ; questionnaire Q8 
to Broadcasters – Italy, question 8; questionnaire Q9 to Producers – the Netherlands, question 8; 
questionnaire Q10 to Broadcasters – the Netherlands, question 8; questionnaire Q11 to Producers – Spain, 
question 8; questionnaire Q12 to B roadcasters – Spain, question 8; questionnaire Q13 to Producers – 
Sweden, question 8; questionnaire Q14 to Broadcasters – Finland, question 8; questionnaire Q15 to 
Producers – Sweden, question 8; questionnaire Q16 to Broadcasters – Finland, question 8.  
 
 
9 complementary products rather than substitutes from most broadcasters' perspective  
and therefore belong to separate relevant product markets.  
(B) Model for supply/acquisition of AV content  
(37) Production companies can supply tailor -made AV content to dow nstream players in 
several ways: 25 
– Full production/commissioning of AV content (i.e., a TV channels 
commissions a pro duction company to produce a TV programme, 
based on a format owned by, or available to, the production 
company);  
– Supply/acquisition of pure TV production services, or "production for 
hire" (i.e., TV channels hire a production company to provide the 
technic al means and deliver the finished TV programme based on a 
format owned by, or available to, the TV channel supplier/TV 
services retailer /broadcaster  itself);  
– In-house production of AV content within the organisation of a 
vertically integrated supplier of T V channels based on a format owned 
by, or available to, the supplier itself.  
(38) In the following paragraphs the Commission assesse s, on the one hand , whether full 
production/commissioning of AV content and production for hire  form part of the 
same product mar ket and, on the other hand , whether in -house production of AV 
content and the production of tailormade AV content form part of the same product 
market.  
(39) With regard to a potential segmentation between commissioned production and the 
supply of production for  hired services, the  Commission considers that these are two 
complementary supply /acquisition  model s and therefore belong to different relevant 
product markets, for the following reasons.  
(40) First, a majority of the respondents to the market investigation indicates that there 
are significant differences in terms of costs between commissioned produc tion or 
production for hire .26  
(41) Second, while most of the respondents to the market investigation indicate that 
companies active in the commissioned production would be able to start offering 
"production for hire" services within a short timeframe and without incurring 
                                                 
25  See Section 4.2.2.1 above.  
26  Replies to questionnaire Q1 to Producers – Denmark, question 9; questionnaire Q2 to Broadcasters – 
Denmark, question 9; questionnaire Q3 to Producers – Finland, question 9; questionnaire Q4 to 
Broadcasters – Finland, question 9; questionnaire Q5 to Producers – France, question 9; questionnaire Q6 
to Broadcasters – France, question 9; questionnaire Q7 to Producers – Italy, question 9; questionnaire Q8 
to Broadcasters – Italy, question 9; questionnaire Q9 to Producers – the Nethe rlands, question 9; 
questionnaire Q10 to Broadcasters – the Netherlands, question 9; questionnaire Q11 to Producers – Spain, 
question 9; questionnaire Q12 to Broadcasters – Spain, question 9; questionnaire Q13 to Producers – 
Sweden, question 9; questionnai re Q14 to Broadcasters – Finland, question 9; questionnaire Q15 to 
Producers – Sweden, question 9; questionnaire Q16 to Broadcasters – Finland, question 9.  
 
 
10 significant additional costs ,27 no such majo rity exists for the question whether 
companies could change activities the opposite way .28 
(42) With regard to the question  whether in -house pr oduction of AV content and the 
external p roduction of tailormade AV content form part of the same product ma rket, 
the Commission considers that those are two distinct complementary model s for the 
following reasons.  
(43) First, most of the respondents to th e market investigation indicate  that here are 
significant differences in terms of costs between tailormade and in -house 
production.29  
(44) Second , most of the respondents to the market investigation consider , from a 
broadcaster ’s point of view,  AV content  (i) purchased from producers of 
commissioned AV content (i.e., including commissioned production and production 
for hi re) and (ii) in -house produced content as complementary . Only a small 
minority of respondents regarded the two options as substitutes .30 
                                                 
27  Replies to questionnaire Q1 to Producers – Denmark, question 10; questionnaire Q2 to Broadcasters  – 
Denmark, question 10; questionnaire Q3 to Producers – Finland, question 10; questionnaire Q4 to 
Broadcasters – Finland, question 10; questionnaire Q5 to Producers – France, question 10; questionnaire 
Q6 to Broadcasters – France, question 10; questionnai re Q7 to Producers – Italy, question 10; 
questionnaire Q8 to Broadcasters – Italy, question 10; questionnaire Q9 to Producers – the Netherlands, 
question 10; questionnaire Q10 to Broadcasters – the Netherlands, question 10; questionnaire Q11 to 
Producers – Spain, question 10; questionnaire Q12 to Broadcasters – Spain, question 10; questionnaire 
Q13 to Producers – Sweden, question 10; questionnaire Q14 to Broadcasters – Finland, question 10; 
questionnaire Q15 to Producers – Sweden, question 10; questionnaire  Q16 to Broadcasters – Finland, 
question 10.  
28  Replies to questionnaire Q1 to Producers – Denmark, question 11; questionnaire Q2 to Broadcasters – 
Denmark, question 11; questionnaire Q3 to Producers – Finland, question 11; questionnaire Q4 to 
Broadcasters  – Finland, question 11; questionnaire Q5 to Producers – France, question 11; questionnaire 
Q6 to Broadcasters – France, question 11; questionnaire Q7 to Producers – Italy, question 11; 
questionnaire Q8 to Broadcasters – Italy, question 11; questionnaire Q 9 to Producers – the Netherlands, 
question 11; questionnaire Q10 to Broadcasters – the Netherlands, question 11; questionnaire Q11 to 
Producers – Spain, question 11; questionnaire Q12 to Broadcasters – Spain, question 11; questionnaire 
Q13 to Producers – Sweden, question 11; questionnaire Q14 to Broadcasters – Finland, question 11; 
questionnaire Q15 to Producers – Sweden, question 11; questionnaire Q16 to Broadcasters – Finland, 
question 11.  
29  Replies to questionnaire Q1 to Producers – Denmark, question 16 ; questionnaire Q2 to Broadcasters – 
Denmark, question 16; questionnaire Q3 to Producers – Finland, question 16; questionnaire Q4 to 
Broadcasters – Finland, question 16; questionnaire Q5 to Producers – France, question 16; questionnaire 
Q6 to Broadcasters – France, question 16; questionnaire Q7 to Producers – Italy, question 16; 
questionnaire Q8 to Broadcasters – Italy, question 16; questionnaire Q9 to Producers – the Netherlands, 
question 16; questionnaire Q10 to Broadcasters – the Netherlands, question 16 ; questionnaire Q11 to 
Producers – Spain, question 16; questionnaire Q12 to Broadcasters – Spain, question 16; questionnaire 
Q13 to Producers – Sweden, question 16; questionnaire Q14 to Broadcasters – Finland, question 16; 
questionnaire Q15 to Producers – Sweden, question 16; questionnaire Q16 to Broadcasters – Finland, 
question 16.  
30  Replies to questionnaire Q1 to Producers – Denmark, question 18; questionnaire Q2 to Broadcasters – 
Denmark, question 18; questionnaire Q3 to Producers – Finland, question 18 ; questionnaire Q4 to 
Broadcasters – Finland, question 18; questionnaire Q5 to Producers – France, question 18; questionnaire 
Q6 to Broadcasters – France, question 18; questionnaire Q7 to Producers – Italy, question 18; 
questionnaire Q8 to Broadcasters – Italy, question 18; questionnaire Q9 to Producers – the Netherlands, 
question 18; questionnaire Q10 to Broadcasters – the Netherlands, question 18; questionnaire Q11 to 
Producers – Spain, question 18; questionnaire Q12 to Broadcasters – Spain, question 18; questionnaire 
Q13 to Producers – Sweden, question 18; questionnaire Q14 to Broadcasters – Finland, question 18; 
 
 
 
11 (45) However, the market investigation provided mixed results regarding the question 
whether the availability of IPR plays a particular relevance on the decision of 
broadcasters to produce content in -house,31 indicating that the availability of IPR is 
not the decisive factor when deciding to produce in -house or not.  The Commission 
also notes that most broadcasters contacted in th e market investigation indicated that 
they have in -house production capabilities.32 
(C) Type of AV content supplied/acquired  
(46) Distinctions can be made based on a variety of parameters relating to the type of AV 
content that is being supplied/acquired, including,  for example33:  
– Films, sports and other AV content;  
– Scripted AV content vs. non -scripted other AV content;  
– Potential sub -genres of the “ non-scripted other AV content ” category , 
such as documentaries  or other informational programmes, news, 
reality shows, comedy, drama, ta lk shows, children/youth programs , 
game shows or other entertainment programmes.  
– Potential sub -genres of the “scripted AV content” category, such as  
drama, kids, documentaries, comedy and other scripted AV content . 
(47) The Commission , in its past decisional practice34, has also assessed potential 
segmentation of licensing of broadcasting rights for AV content , including  SVOD, 
TVOD,  PPV, first pay -TV window, second pay -TV window and FTA . 
(48) The results of the market investigation regarding the definition of the relevant 
product market based on the above -mentioned content -related parameters are set out 
in the following paragraphs.  
  
                                                                                                                                                      
questionnaire Q15 to Producers – Sweden, question 18; questionnaire Q16 to Broadcasters – Finland, 
question 18.  
31  Replies to questionnaire Q1 t o Producers – Denmark, question 15; questionnaire Q2 to Broadcasters – 
Denmark, question 15; questionnaire Q3 to Producers – Finland, question 15; questionnaire Q4 to 
Broadcasters – Finland, question 15; questionnaire Q5 to Producers – France, question 15;  questionnaire 
Q6 to Broadcasters – France, question 15; questionnaire Q7 to Producers – Italy, question 15; 
questionnaire Q8 to Broadcasters – Italy, question 15; questionnaire Q9 to Producers – the Netherlands, 
question 15; questionnaire Q10 to Broadcast ers – the Netherlands, question 15; questionnaire Q11 to 
Producers – Spain, question 15; questionnaire Q12 to Broadcasters – Spain, question 15; questionnaire 
Q13 to Producers – Sweden, question 15; questionnaire Q14 to Broadcasters – Finland, question 15;  
questionnaire Q15 to Producers – Sweden, question 15; questionnaire Q16 to Broadcasters – Finland, 
question 15.  
32  Replies to questionnaire Q2 to Broadcasters – Denmark, question 14; questionnaire Q4 to Broadcasters – 
Finland, question 14; questionnaire Q 6 to Broadcasters – France, question 14; questionnaire Q8 to 
Broadcasters – Italy, question 14; questionnaire Q10 to Broadcasters – the Netherlands, question 14; 
questionnaire Q12 to Broadcasters – Spain, question 14; questionnaire Q14 to Broadcasters – Finland, 
question 14; questionnaire Q16 to Broadcasters – Sweden, question 14;;.  
33  See Section 4.2.2.1 above  
34  See Section 4.2.2.1 above, including for the definitions.  
 
 
12 Films, sports, other AV content  
(49) Regarding possible distinction betw een films, sports and other AV content, t he 
market investigation in the present case has confirmed that the broad distinction 
between the licensing of TV broadcasting rights (and, similarly, the production of 
TV content) for each of these categor ies is app ropriate as both bro adcasters and 
produ cers support such a distinction .35 
Scripted vs. non -scripted other AV content  
(50) The Commission assessed a possible sub-segmentation  of "other AV content" into (i) 
scripted AV content and (ii) non -scripted content  in the framework of the market 
investigation.  
(51) Based on the results of the market investigation , the Commission considers the 
production of scripted AV content on the  one hand and non -scrip ted AV content on 
the other hand to be complementary  rather than substitutable for the following 
reasons.   
(52) First, most of the respondents to market investigation consider scripted and non -
scripted AV content as complementary  products .36 
(53) Second, AV content production houses are usually specialised in the prod uction of 
only scripted or only non -scripted AV content.37  
                                                 
35  Replies to questionnaire Q1 to Producers – Denmark, question 20; questionnaire Q2 to  Broadcasters – 
Denmark, question 20; questionnaire Q3 to Producers – Finland, question 20; questionnaire Q4 to 
Broadcasters – Finland, question 20; questionnaire Q5 to Producers – France, question 20; questionnaire 
Q6 to Broadcasters – France, question 20 ; questionnaire Q7 to Producers – Italy, question 20; 
questionnaire Q8 to Broadcasters – Italy, question 20; questionnaire Q9 to Producers – the Netherlands, 
question 20; questionnaire Q10 to Broadcasters – the Netherlands, question 20; questionnaire Q11 t o 
Producers – Spain, question 20; questionnaire Q12 to Broadcasters – Spain, question 20; questionnaire 
Q13 to Producers – Sweden, question 20; questionnaire Q14 to Broadcasters – Finland, question 20; 
questionnaire Q15 to Producers – Sweden, question 17; questionnaire Q16 to Broadcasters – Finland, 
question 20.  
36  Replies to questionnaire Q1 to Producers – Denmark, question 22; questionnaire Q2 to Broadcasters – 
Denmark, question 22; questionnaire Q3 to Producers – Finland, question 22; questionnaire Q4 to  
Broadcasters – Finland, question 22; questionnaire Q5 to Producers – France, question 22; questionnaire 
Q6 to Broadcasters – France, question 22; questionnaire Q7 to Producers – Italy, question 22; 
questionnaire Q8 to Broadcasters – Italy, question 22; qu estionnaire Q9 to Producers – the Netherlands, 
question 22; questionnaire Q10 to Broadcasters – the Netherlands, question 22; questionnaire Q11 to 
Producers – Spain, question 22; questionnaire Q12 to Broadcasters – Spain, question 22; questionnaire 
Q13 to Producers – Sweden, question 22; questionnaire Q14 to Broadcasters – Finland, question 22; 
questionnaire Q15 to Producers – Sweden, question 22; questionnaire Q16 to Broadcasters – Finland, 
question 22.  
37  Replies to questionnaire Q1 to Producers – Denmark , question 24; questionnaire Q2 to Broadcasters – 
Denmark, question 24; questionnaire Q3 to Producers – Finland, question 24; questionnaire Q4 to 
Broadcasters – Finland, question 24; questionnaire Q5 to Producers – France, question 24; questionnaire 
Q6 to Broadcasters – France, question 24; questionnaire Q7 to Producers – Italy, question 24; 
questionnaire Q8 to Broadcasters – Italy, question 24; questionnaire Q9 to Producers – the Netherlands, 
question 24; questionnaire Q10 to Broadcasters – the Netherlands , question 24; questionnaire Q11 to 
Producers – Spain, question 24; questionnaire Q12 to Broadcasters – Spain, question 24; questionnaire 
Q13 to Producers – Sweden, question 24; questionnaire Q14 to Broadcasters – Finland, question 24; 
questionnaire Q15 to  Producers – Sweden, question 24; questionnaire Q16 to Broadcasters – Finland, 
question 24.  
 
 
13 (54) Third , most of the respondents to the market investigation indicate that companies 
active in the production of scripted AV content would not be able to start producing 
non-scripted AV content within a short timeframe and without incurring significant 
additional costs and vice -versa.38 
(55) Fourth, most of the respondents to the market investigation consider a TV 
broadcaster supplying general entertainment channels would not be able to offer its 
chann els without offering non -scripted AV content and relying solely on scripted 
AV content.39  
(56) Fifth , most of the respondents to the market investigation do not  consider non -
scripted and scripted AV content to be similar in terms of cost (i.e., average EUR 
spent per broadcasting hour).40  
(57) Lastly, most of the broadcasters that replied  to the market investigation indicated that 
non-scripted content is essential for the profitability of their channels, because 
without it the channels could not be profitable ,41 so tha t this type of content is 
distinguishable from others from a profitability perspective.   
  
                                                 
38  Replies to questionnaire Q1 to Producers – Denmark, question 24; questionnaire Q2 to Broadcasters – 
Denmark, question 23; questionnaire Q3 to Producers – Finland , question 23; questionnaire Q4 to 
Broadcasters – Finland, question 23; questionnaire Q5 to Producers – France, question 23; questionnaire 
Q6 to Broadcasters – France, question 23; questionnaire Q7 to Producers – Italy, question 23; 
questionnaire Q8 to Bro adcasters – Italy, question 23; questionnaire Q9 to Producers – the Netherlands, 
question 23; questionnaire Q10 to Broadcasters – the Netherlands, question 23; questionnaire Q11 to 
Producers – Spain, question 23; questionnaire Q12 to Broadcasters – Spain, question 23; questionnaire 
Q13 to Producers – Sweden, question 23; questionnaire Q14 to Broadcasters – Finland, question 23; 
questionnaire Q15 to Producers – Sweden, question 23; questionnaire Q16 to Broadcasters – Finland, 
question 23.  
39  Replies to quest ionnaire Q1 to Producers – Denmark, question 25; questionnaire Q2 to Broadcasters – 
Denmark, question 25; questionnaire Q3 to Producers – Finland, question 25; questionnaire Q4 to 
Broadcasters – Finland, question 25; questionnaire Q5 to Producers – France,  question 25; questionnaire 
Q6 to Broadcasters – France, question 25; questionnaire Q7 to Producers – Italy, question 25; 
questionnaire Q8 to Broadcasters – Italy, question 25; questionnaire Q9 to Producers – the Netherlands, 
question 25; questionnaire Q10  to Broadcasters – the Netherlands, question 25; questionnaire Q11 to 
Producers – Spain, question 25; questionnaire Q12 to Broadcasters – Spain, question 25; questionnaire 
Q13 to Producers – Sweden, question 25; questionnaire Q14 to Broadcasters – Finland,  question 25; 
questionnaire Q15 to Producers – Sweden, question 25; questionnaire Q16 to Broadcasters – Finland, 
question 25.  
40  Replies to questionnaire Q1 to Producers – Denmark, question 26; questionnaire Q2 to Broadcasters – 
Denmark, question 26; quest ionnaire Q3 to Producers – Finland, question 26; questionnaire Q4 to 
Broadcasters – Finland, question 26; questionnaire Q5 to Producers – France, question 26; questionnaire 
Q6 to Broadcasters – France, question 26; questionnaire Q7 to Producers – Italy, qu estion 26; 
questionnaire Q8 to Broadcasters – Italy, question 26; questionnaire Q9 to Producers – the Netherlands, 
question 26; questionnaire Q10 to Broadcasters – the Netherlands, question 26; questionnaire Q11 to 
Producers – Spain, question 26; questionn aire Q12 to Broadcasters – Spain, question 26; questionnaire 
Q13 to Producers – Sweden, question 26; questionnaire Q14 to Broadcasters – Finland, question 26; 
questionnaire Q15 to Producers – Sweden, question 26; questionnaire Q16 to Broadcasters – Finland , 
question 26.  
41   Replies to questionnaire Q2 to Broadcasters – Denmark, question 27; questionnaire Q4 to Broadcasters – 
Finland, question 27; questionnaire Q6 to Broadcasters – France, question 27; questionnaire Q7 to 
Producers – Italy, question 27; ques tionnaire Q8 to Broadcasters – Italy, question 27; questionnaire Q10 to 
Broadcasters – the Netherlands, question 27; questionnaire Q12 to Broadcasters – Spain, question 27; 
questionnaire Q14 to Broadcasters – Finland, question 27; questionnaire Q16 to Broa dcasters – Finland, 
question 27.  
 
 
14 Segmentation  of other non-scripted AV content  by genre  
(58) In the present case it was of particular importance to determine whether the segment 
“other  AV content,  non-scripted ” has to be sub -segmented on the basis of genres , as 
the Notifying Party relied on substitutability between genres to argue that the 
Transaction would not raise competition concerns . The Commission’s market 
investigation focused on the substit utability between the following genres (by 
program type)  of non -scripted content : programs for children, reality show, quiz 
show, talent/game show, documentaries/factual entertainment, general 
entertainment, other non -scripted content.  
(59) Based on the results  of the market investigation, the Commission considers that, 
within non -scripted content, the following genres are substitutable: general 
entertainment, reality shows, quiz shows, talent/games shows, documentaries/factual 
entert ainment and other non -script ed content ; by contrast to programs for children , 
as further explained in the following paragraphs . 
(60) A majority of the  respondents to the market investigation indicated that they 
consider the genres general entertainment, reality shows, quiz shows, talent/g ames 
shows, other non -scripted, documentaries/factual entertainment, talkshows and 
reality show  to be substitutable with each other .42 Conversely , the respondents 
indicated that they do not consider that programs  made for children (“kids  
programs ”) are substitutable with any of these genres . Only s ome respondents 
consider that - if at all - kids programs could be regarded as potentially substitutable 
with quiz shows or talent/game shows , but this was clearly not the view of the 
majority of the respo ndents .43  
Segmentation of scripted  AV content  by genre  
(61) The Commission also assessed substitutability of genres within scripted content 
namely drama, kids, documentaries, comedy and other scripted AV content . The 
results of the market investigation indicate  that the se genres are substitutable with 
                                                 
42  Replies to questionnaire Q1 to Producers – Denmark, question 28; questionnaire Q2 to Broadcasters – 
Denmark, question 28; questionnaire Q3 to Producers – Finland, question 28; questionnaire Q4 to 
Broadcasters – Finland, question 28; questionnaire Q5 to Producers – France, question 28; questionnaire 
Q6 to Broadcasters – France, question 28; questionnaire Q7 to Producers – Italy, question 28; 
questionnaire Q8 to Broadcasters – Italy, question 28; questionnaire Q9 to Produce rs – the Netherlands, 
question 28; questionnaire Q10 to Broadcasters – the Netherlands, question 28; questionnaire Q11 to 
Producers – Spain, question 28; questionnaire Q12 to Broadcasters – Spain, question 28; questionnaire 
Q13 to Producers – Sweden, quest ion 28; questionnaire Q14 to Broadcasters – Finland, question 28; 
questionnaire Q15 to Producers – Sweden, question 28; questionnaire Q16 to Broadcasters – Finland, 
question 28.  
43  Replies to questionnaire Q1 to Producers – Denmark, question 28; questionna ire Q2 to Broadcasters – 
Denmark, question 28; questionnaire Q3 to Producers – Finland, question 28; questionnaire Q4 to 
Broadcasters – Finland, question 28; questionnaire Q5 to Producers – France, question 28; questionnaire 
Q6 to Broadcasters – France, qu estion 28; questionnaire Q7 to Producers – Italy, question 28; 
questionnaire Q8 to Broadcasters – Italy, question 28; questionnaire Q9 to Producers – the Netherlands, 
question 28; questionnaire Q10 to Broadcasters – the Netherlands, question 28; questionna ire Q11 to 
Producers – Spain, question 28; questionnaire Q12 to Broadcasters – Spain, question 28; questionnaire 
Q13 to Producers – Sweden, question 28; questionnaire Q14 to Broadcasters – Finland, question 28; 
questionnaire Q15 to Producers – Sweden, ques tion 28; questionnaire Q16 to Broadcasters – Finland, 
question 28.  
 
 
15 each other , including programs for children  as this is supported by a majority of the 
respondents .44 
4.2.1.4.  Conclusion  
(62) For the purpose of the present decision, the Commission considers that the relevant 
product markets for the purposes of the present case are: 
 production of tailormade scripted AV content  including all genres . The question 
whether captive/ in-house productions should be excluded  or whether this product 
market should be further segmented into commissioned p roduction or production 
for hire 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 plausible product market definition;  
 production of tailorm ade non -scripted AV content  including all genres except 
kids. The question whether captive/in -house productions should be excluded or 
whether this product  market  should be further segmented into commissioned 
production or production for hire can be left op en 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 plausible product market 
definition . 
4.2.2.  Geographic market definition  
4.2.2.1.  Commission’s decisional practice  
(63) In its  past decisional practice, the Commission has found the market for both 
production of AV content and licensing of AV content rights to be national in scope 
or broader, i.e., comprising a particular language region .45  
4.2.2.2.  The Notifying Party’s view  
(64) The Notifying Party submits that these markets tend to become increasingly 
international notably due to the expansion of global and regional SVOD players, 
such as Netflix and Amazon Prime Video.  The Notifying Party considers that such 
international contracts c annot be allocated to a specific national market given that 
this would lead to highly disproportionate results which would not reflect the local 
entity’s market position.  
                                                 
44  Replies to questionnaire Q1 to Producers – Denmark, question 29; questionnaire Q2 to Broadcasters – 
Denmark, question 29; questionnaire Q3 to Producers – Finland, question 29; questionnaire Q4 to 
Broadcasters – Finland, question 29; questionnaire Q5 to P roducers – France, question 29; questionnaire 
Q6 to Broadcasters – France, question 29; questionnaire Q7 to Producers – Italy, question 29; 
questionnaire Q8 to Broadcasters – Italy, question 29; questionnaire Q9 to Producers – the Netherlands, 
question 29;  questionnaire Q10 to Broadcasters – the Netherlands, question 29; questionnaire Q11 to 
Producers – Spain, question 29; questionnaire Q12 to Broadcasters – Spain, question 29; questionnaire 
Q13 to Producers – Sweden, question 29; questionnaire Q14 to Broad casters – Finland, question 29; 
questionnaire Q15 to Producers – Sweden, question 29; questionnaire Q16 to Broadcasters – Finland, 
question 29.  
45  Commission decision of 16 September 2014, Case M.7282, Liberty Global/Discovery/All3Media, para.  
51; Commissi on decision of 9 October 2014, Case M.7360, 21st Century Fox/Apollo/JV, para. 49;  
Commission decision of 20 January 2016, Case M.7865, Lov Group Invest/De Agostini/JV, para. 23 and  
44. 
 
 
16 4.2.2.3.  Commission’s assessment  
(65) The market investigation conducted in the present case indica tes that the majority of 
the respondents replied that the geographic scope of the contracts for the production 
of TV content and for the licensing of broadcasting rights for TV content 
corresponds to the relevant national territories . A minority of respondents indicated 
that the scope would be world -wide  or cover a specific linguistic region .46 
(66) In light of the above, the Commission concludes that there are no indications of any 
need to depart from the geographic markets defined in previ ous decisions , namely 
that the scope of the relevant geographic market for the production and the licensing 
of AV content is national in scope . 
5. COMPETITIVE  ASSESSMENT  
5.1. Introduction  
(67) The Trans action gives rise to horizontally affected markets concerning  the 
production of tailormade AV content or certain submarkets thereof in Denmark, 
Finland, France, Italy,  the Netherlands, Norway, Spain  and Sweden.  
(68) The relevant  product markets  and their sub-segmentations amounting to affected 
markets are set out in the  overvi ew table b elow.   
  
                                                 
46  Replies to questionnaire Q1 to Producers – Denmark, question 31; questionnaire Q2 to Broadcasters – 
Denmark, question 31; questionnaire Q3 to Producers – Finland, question 31; questionnaire Q4 to 
Broadcasters – Finland, question 31; questionnaire Q5 to Producers – France, question 31; questionnaire 
Q6 to Broadcasters – France, question 31; questionnaire Q7 to Producers – Italy, question 31; 
questionnaire Q8 to Broadcasters – Italy, question 31; questionnaire Q9 to Producers – the Netherlands, 
question 31; questionnaire Q10 to Broadcasters – the Netherlands, question 31; questionnaire Q11 to 
Producers – Spain, question 31; questionnaire Q12 to Broadcasters – Spain, question 31; questionnaire 
Q13 to Producers – Sweden, question 31; questionnaire Q14 to Broadcasters – Finland, question 31; 
questionnaire Q 15 to Producers – Sweden, question 31; questionnaire Q16 to Broadcasters – Finland, 
question 31. 

 
 
18 (72) The Trans action gives rise to (i) horizontally affected markets  for the production of 
externally tailormade (i.e., excluding captive/in -house content) non -scripted AV 
content , for the production of externally tailormade production for hire (i.e., 
excluding captive/in -house c ontent) non -scripted AV content , and for the product ion 
of externally tailormade commissioned (i.e., excluding captive/in -house content) 
non-scripted AV content , (ii) non -horizontally affected market in relation to the 
neighbouring markets for the production of externally tailormade (i.e., excluding 
captive /in-house content) scripted and non -scripted AV content in Denmark . 
5.2.2.  Notifying Party’s view  
(73) The Notifying Party  consider s that the Transaction will not raise horizontal 
competition concerns in Denmark  where  the Parties ’ production activities overlap, 
for th e following reasons.  
(74) First, the Notifying Party argues that market shares, especially those excluding in -
house production, are inadequate to measure competitive strength and overstate the 
Parties’ market position in the affected markets and segments.47  
(75) Second, the Notifying Party emphasises that the merged entity will continue to face 
competition from a significant number of credible competitors  that will continue to 
exert significant competitive constraints on the merged entity . In addition, the 
Notifying Party argues that  broadcasters have in -house capabilities and, should the 
merged entity try to impose unfa vourable  conditions, they would be able to expand 
self-supply, which further acts as a constraint on the merged entity .  
(76) The Notifying Party further c ontends that barrier s to entry in the market are very low  
and that therefore the merged entity would be faced with new entry in the event that 
the merged entity were to increase prices or degrade the quality of its services .  
(77) Finally, the merged entity will face highly sophisticated and concentrated customers 
holding significant bargaining power.  In particular, the Notifying Party considers 
that broadcasters are capable of imposing strict budget limitations on producers, 
continuous ly renegotiat e financia l conditions throughout the performance of the 
contract and try to impose unfavourable conditions on the  produc ers of scripted and 
non-scripted AV content.   
5.2.3.  Commission’s assessment  
5.2.3.1.  Market structure  
(78) The Parties’ market shares in the production of tailormad e AV content in Denmark 
are set out in the table below.  
(79) These shares include the following potential segmentations: (i) including and 
excluding captive/in -house production from vertically integrated broadcasters, (ii) 
segmented between “production for hir e” and “commissioned production” . 
                                                 
47  The Notifying Party indicates that market shares by value are more appropriate than market share by 
volume in the AV industry. The Parties were not able to provide market sha re data on the basis of volume 
and only provided value -based market share information.  

 
 
20 impact on the market. While the bargaining power of the two companies will 
increase, broadcasters have alternative producers from which they cou ld source 
content.  
(84) However, there are several reasons why the Commission considers that, despite these 
views , the Transaction will not raise serious doubts  as to its compatibility with the 
internal market in Denmark . 
(85) First, the Commission notes that the m erged entity’s relevant combined market share 
in the relevant segments i n Denmark are moderate: [30-40]% in the production of 
non-scripted AV content excluding captive a nd in -house production overall , of [30-
40]%  in the tailormade production for hire and [30-40]%  in commissioned 
production (both excluding captive and in -house production).  The market s would not 
even be affected if captive/in -house production were to be included.   
(86) Second,  a number of alternative providers , of which some are global players active 
in several countries in the EEA,  would remain in the market for the  production of 
tailormade non -scripted AV content, excluding captive/in -house production  and its 
sub-segments , post-Transaction , namely Fremantle,  ITV, Warner and Monday with 
market shares of respectively, [10-20]% , [5-10]%, [5 -10]% and [10-20]% .  
(87) Third , the results of  the market investigation show that the Parties do not represent a 
significant share of the broadcasters’ individual spent in non -scripted AV content by 
value and volume.50 Based on the data submitted by customers, the purchasing 
shares show that, first, those data are not significantly different compared to the 
market shares estimates  submitted by the Parties , which confirms that the ma rket 
shares submitted by the Parties reflect the market reality , and, second, that none of 
the broadcasters is entirely dependent on Banijay and/or ESG .51   
(88) Fourth , respondents to the market investigation indicate that the main parameters 
that they consider relevant when procuring or supplying tailormade  non-scripted AV 
content are the price, access to the IPR and access to the creative talent.52 When 
considering such parameters, respondents indicate that other producers in Denmark 
would have a s imilar position to Banijay and ESG.53 One respondent consider s that 
other producers, NENT, Monday, Fremantle are equally competitive on price which 
is driven by market forces. Other  respondents indicate that talent is not locked into 
specific companies and can move around. With respect to access to IPR to 
significant format s, several respondents indicate that the Parties are signif icant 
players. However, respondents indicate that Fremantle also has access to significant 
content.  
(89) Moreover, respondents to the market investigation indicate that other producers of 
non-scripted AV content compete closely with  Banijay and ESG .54 Some 
                                                 
50  Annex I to questionnaire Q2 to Broadcasters – Denmark.  
51  Annex I to questionnaire Q8 to Broadcasters – Italy.  
52  Replies to questionnaire Q2 to Broadcasters – Denmark , question 37; questionnaire Q1 to Producers – 
Denmark , question 34.  
53  Replies to questionnaire Q2 to Broadcasters – Denmark , question 38; questionnaire Q1 to Producers – 
Denmark , question 35.  
54  Replies to questionnaire Q2 to Broadcasters – Denma rk, questions 42 and 43; questionnaire Q1 to 
Producers – Denmark , questions 39 and 40.  
 
 
21 respondents indicate that Monday, Fremantle and ITV are closer competitors to each 
of the Parties  than the Parties to each other . For example, one respondent notes that  
Endemol, Fremantle and ITV Studios are the main players commanding similar 
scale, expertise/skill, talent -base and IPR in the Danish market.  
(90) Fifth , most of the respondents consider likely that a new entrant will start producing 
non-scripted AV content  in Denmark.55 One respondent notes that s enior production 
people start up small production entities on a regular basis. Another considers that 
barriers to entry are extremely low and the entry of new players is likely. Anot her 
respondent considers that some big groups such as All3Media or MGM may likely 
enter in the Nordic market in the next years. One respondent also make the example 
of a successful entrant United which has been successively bought by the 
international  player ITV.  
(91) Sixth , producers responding  to the market investigation indicate that broadcasters 
have relat ively strong bargaining power .56 One producer notes that in the market for 
the production of audio -visual content the broadcaster h as a stronger bar gaining 
power than the supplier  and that this will remain unchanged post -Transaction . 
Another producer notes that the Danish production market is a “buyer market”.  
(92) Finally , most of the respondents to the market investigation consider that 
broadcasters would have c ounterstrategies  should  the merged entity worsen the 
terms and conditions at which it produces tailormade  non-scripted AV content, for 
example by bundling the sale of non -scripted tailormade  AV content  or increasing 
prices .57 Several respondents indicate th at broadcasters would still have the 
possibility to source from alternative producers and that vertically integrated 
producers would also have the option to produce content in -house. One respondent 
indicates that it expects broadcasters to buy more from th e remaining companies. 
However, some respondents indicate that counterstrategies would not be viable. For 
example, expanding in -house productions could be limited by the availability of 
talent or relevant IPR.  
(93) The ability of broadcasters to rely on in -hous e production is further supported from 
an analysis of the market shares including in -house productions. TV2 and DR in -
house productions  accounted for respectively [10-20]% and [20-30]% of the non -
scripted productions in Denmark  in 2018.58 
(94) In light of the above, the Commission concludes that the Transaction does not  raise 
serious doubts as to its compatibility with the internal market in Denmark as a result 
of horizontal unilateral effects in the market for the production of tailormade non -
scripted AV content  (both excluding captive and in -house production) , including the 
                                                 
55  Replies to questionnaire Q2 to Broadcasters – Denmark , question 51; questionnaire Q1 to Producers – 
Denmark , question 48.  
56  Replies to questionnaire Q1 to Producers – Denmark , question 41.  
57  Replies to questionnaire Q2 to Broadcasters – Denmark , question 49; questionnaire Q1 to Producers – 
Denmark , question 46.  
58  The data would not significantly change when assessing previous years. In 2017, TV2 and DR i n-house 
productions  accounted for respectively [10-20]% and [20-30]% of the non -scripted productions in 
Denmark. In 2016, TV2 and DR in -house productions  accounted for respectively [10-20]%  and [20-30]% 
of the non -scripted productions in Denmark.  
 
 
22 narrower market segment s for the tail ormade production for hire and commissioned 
production (both excluding captive and in -house production) . 
5.2.3.3.  Non-horizontal non -coordinated effects in Denmark  
(95) The Non -Horizontal Guidelines59 indicate that competition concerns can arise in 
circumstances where a merger involves companies that are active in closely related 
markets. While in the majority of circumstances conglomerate mergers will n ot lead 
to any competition problems, in certain circumstances they can lead to 
anticompetitive effects. One such example is when the combination of products in 
related markets would give the merged entity or the Parties the ability and incentive 
to leverag e a strong market position in one of the markets to the other market by 
means of tying or bundling. Where tying or bundling is likely to lead to a reduction 
in actual or potential rivals’ ability or incentive to compete it may reduce 
competitive pressure o n the merged entity, allowing it to increase prices.  
(96) In Denmar k, Banijay and ESG are also active in the market for the production of 
tailormade scripted content with market shares of respectively [5-10]% and [0 -5]% 
by value in 2018  in the market for the pr oduction of tailormade scripted content 
excluding captive/in -house production . The merged entity would have a market 
share of [5-10]% in the production of scripted AV content excluding captive/in -
house production and [30-40]% in the production of non -scrip ted AV content  
excluding captive/in -house production .  
(97) The Commission has therefore assessed the risk of foreclosure of competing 
producers of tailormade scripted content by tying or bundling the production of 
tailormade non -scripted content in Denmark . 
(98) The Commission considers that the merged entity would lack the ability to foreclose 
competing producers of tailormade scripted content by tying or bundling it to the 
production of tailormade non -scripted content in Denmark  for the following reasons.  
(99) First, a s indicated in paragraph (85), the market shares of the merged entity on the 
market for the production of tailormade non -scripted excluding captive/in -house 
productio n content are moderate.  
(100)  Second, as indicated in paragraph (86), alternative producers of non -scripted content 
excluding captive/in -house production would remain avai lable in the market, 
including international producers as Fremantle.  
(101)  Third, as indicated in paragraph (92), should the merged entity worsen the terms and 
conditions at which it produces tailormade  non-scripted AV content, for example by 
bundling the sale of non -scripted tailormade  AV content  with s cripted tailormade 
AV content , most of the respondents consider that broadcasters would have 
counterstrategies .  
(102)  The Commission considers that due to the lack of ability to engage in a foreclosing 
strategy , it is not needed to assess whether  the merged ent ity would have any 
incentive or whether  any foreclosure strategy would have a negative impact on 
effective competition.  
                                                 
59 Non-Horizontal Merger Guidelines, Section V.A.  
 
 
23 (103)  In light of the foregoing, the Commission concludes that the Transaction would not 
raise serious doubts as to its compatibility with the  internal market as a result of  the 
conglomerate relationships between the merged entity’s  activities as producer of 
scripted and non -scripted AV content in Denmark . 
5.3. Finland  
5.3.1.  Introduction  
(104)  Banjay is active in the market for the production of scripted and non -scripted A V 
content in Finland through Banijay Finland and Zodiak Finland.  It produces 
entertainment programs for the main Finnish networks. Banijay’s flagship shows 
include the factual entertainment show “The Best Singer” (Nelonen), the reality 
show “Tem ptation Island” (Nelonen) and the comedy game “Have I Got News For 
You” (MTV3) as well as “Presidents First” (Elisa), “Jari and Kari” (YLE) and 
“Solsidan” (Cmore).  
(105)  ESG operates in Finland through Endemol Shine Finland, exclusively in the non -
scripted segm ent. Endemol Shine Finland is active in the Finnish market since 2000 
and produces content for several TV channels and brands. Its best known programs 
include the reality show “ Big Brother ” (Nelonen) , the game show “ The Wall 
Finland ”, the reality show “ The Biggest  Loser ” (Nelonen), the factual entertainment 
“Kotoisa – Cosy Homes ” (MTV 3), the reality show “ Sohvaperunat – Gogglebox ” 
(YLE TV2) and the game show “ Hyvat katsojat – Good Evening ” (YLE TV2).  
(106)  The Trans action gives rise to (i) horizontally affected markets  for the production of 
externally tailormade (i.e., excluding captive/in -house content) non -scripted AV 
content  and for the production of externally tailormade commissioned (i.e., 
excluding captive/in -house content) non -scripted AV content , (ii) non -horizontally 
affected market in relation to the neighbouring markets for the production of 
externally tailormade (i.e., excluding captive/in -house content) scripted and non -
scripted AV content in Finland.  
5.3.2.  Notifying Party’s view  
(107)  The Notifying Party  conside rs that the Transaction will not raise horizontal 
competition concerns in Finland  where  the P arties ’ production activities overlap, for 
the following reasons.  
(108)  First, the Notifying Party argues that market shares, especially those excluding in -
house product ion, are inadequate to measure competitive strength and overstate the 
Parties’ market position in the affected markets and segments.60  
(109)  Second, the Notifying Party emphasises that the merged entity will continue to face 
competition from a significant number  of credible competitors  that will continue to 
exert significant competitive constraints on the merged entity . In addition, the 
Notifying Party argues that  broadcasters have in -house capabilities and, should the 
                                                 
60  The Notifying Party further indicates that market shares by value are more appropriate than market share 
by volume in the AV industry. The Parties were not able to provide market share data on the basis of 
volum e and only provided value -based market share information.  


 
 
26 content are the price and access to prime -time content , followed by access to IPR .64 
When considering such parameters, respondents indicate that other producers in 
Finland would have a similar position to Banijay and ESG.65 One producer indicate 
that its strength in Finland is on prime -time programming. Another producers notes 
that all producers in the Finnish market are equally competitive. Sanoma notes that 
also local p roducers are strong in terms of pricing and talent.  
(122)  Moreover, respondents to the market investigation indicate that other producers of 
non-scripted AV content compete closely with Banijay and ESG.66 Respondents 
indicate that Fremantle , ITV and Warner Bros a lso have a significant catalogue of 
globally recognized IPR.  
(123)  Sixth , most of the respondents consider likely that a new entrant will start producing 
non-scripted AV content  in Finland .67 One respondent indicate s that barriers to entry 
are low and it is likely that small independent companies would enter the market  but 
that it is not sure whether they would be competitive vis -à-vis the Parties. Another 
respondent considers that entry is likely also for internation al players. In particular,  it 
is likely that a new entrant with a good format with international sales/production 
history could start producing non -scripted AV content.  
(124)  In addition , respondents to the market investigation indicate that broadcasters have 
relatively strong bargaining power .68 One respondent notes that Telia is active across 
several Scandinavian countries and it has a strong bargaining  power. Another 
respondent notes that Sanoma, by leveraging its position in the television, film, 
radios, prin t, music industry and digital media  sectors, has a significant bargaining 
power.  
(125)  Finally, most of the respondents to the market investigation consider that 
broadcasters would have counterstrategies  should the merged entity worsen the 
terms and conditions a t which it produces tailormade  non-scripted AV content, for 
example by bundling the sale of non -scripted tailormade  AV content  or increasing 
prices.69 Sanoma and Yle indicate that they are able to work with different producers 
and the situation would remain  unchanged post -Transaction. Similarly, among 
producers, respondents do not consider th e Transaction would have an impact on the 
Finnish production market.  
(126)  In light of the above, the Commission concludes that the Transaction does not  raise 
serious doubts a s to its compatibility with the internal market in Finland  as a result 
of horizontal unilateral effects in the market for the production of .  tailormade non -
scripted AV content (both excluding captive and in -house production) , including the 
                                                 
64  Replies to questionnaire Q4 to Broadcasters – Finland , question 37; questionnaire Q3 to Producers – 
Finland , question 34.  
65  Replies to questionnaire Q4 to Broadcasters – Finland , question 38; questionnaire Q3 to Producers – 
Finland , question 35.  
66  Replies to questionnaire Q4 to Broadcasters – Finland , questions 42 and 43; questionnaire Q3 to 
Producers – Finland , questions 39  and 40.  
67  Replies to questionnaire Q4 to Broadcasters – Finland , question 51; questionnaire Q3 to Producers – 
Finland , question 48.  
68  Replies to questionnaire Q4 to Broadcasters – Finland , question 44; questionnaire Q3 to Producers – 
Finland , question 41.  
69  Replies to questionnaire Q4 to Broadcasters – Finland , question 49; questionnaire Q3 to Producers – 
Finland , question 46.  
 
 
27 narrower market segments for the tail ormade production for hire and commissioned 
production (both excluding captive and in -house production)  
5.3.3.3.  Non-horizontal non -coordinated effects in Finland  
(127)  In Finland, Banijay and ESG are also active in the market for the  production of 
tailormade scripted content with market shares of respectively [5-10]% and [0 -5]% 
by value in 2018  in the market for the production of tailormade scripted content 
excluding captive/in -house production . The merged entity would have a market 
share of [5-10]% in the production of scripted AV content excluding captive/in -
house production and [30-40]% in the production of non -scripted AV content  
excluding captive/in -house production .  
(128)  The Commission has therefore assessed the risk of foreclosure o f competing 
producers of tailormade scripted content by tying or bundling the production of 
tailormade non -scripted content in Finland . 
(129)  The Commission considers that the merged entity would lack the ability to foreclose 
competing producers of tailormade sc ripted content by tying or bundling it to the 
production of tailormade non -scripted content in Finland for the following reasons.  
(130)  First, as indicated in paragraph (118) , the market shares of the merged entity on the 
market for the production of tailormade non -scripted content excluding captive/in -
house production are moderate.  
(131)  Second, as indicated in paragraph (119) , alternative producers of non -scripted 
content would remain available in the market, including international producers as 
Fremantle.  
(132)  Third, as indicated in paragraph (125) , should the merged entity worsen the terms 
and conditions at which it produces tailormade  non-scripted AV content, for 
example by bundling the sale of non -scripted tailormade  AV content  with scripted 
tailormade  AV content , most of the respondents consider that broadcasters would 
have counterstrategies .  
(133)  The Commission also considers that due to the lack of ability to engage in a 
foreclosing strategy , it is not needed to assess whether  the merged entity would hav e 
any incentive or whether  any foreclosure strategy would have a negative impact on 
effective competition.  
(134)  In light of the foregoing, the Commission concludes that the Transaction would not 
raise serious doubts as to its compatibility with the internal mar ket as a result of  the 
conglomerate relationships between the merged entity’s  activities as producer of 
scripted and non -scripted AV content in Finland . 
5.4. France  
5.4.1.  Introduction  
(135)  Banijay is present in the market for the production of scripted and non -scripted A V 
content in France through Adventure Line Productions, Banijay Production Media, 
Banijay Productions, Banijay Studios France, GéTéVé, H2O Productions, KM and 
Terence Films.  It produces content based on original formats and adapts 
 
 
28 international formats to t he French market. Its flagship programs include "Les 
Marseillais”, known internationally as “Party workers”, “Touche pas á mon poste”, 
known internationally as “It’s only TV”, “Temptation Island” as well as “28 
minutes”.  
(136)  ESG operates in France through End emol Shine France. It produces a range of 
scripted and non -scripted A V content. Its flagship programs include “ Les 12 c oups 
de Midi ”, “La meilleure boulangerie de France ”, “Les enfants de la télé ” and 
“Personne n’y avait pensé ”. In addition, up until 2018 ESG produced the two highly 
successful shows “the Voice” and “Secret Story” for TF1.  
(137)  The Transaction gives rise to horizontally affected markets for the production of 
externally tailormade commissioned (i.e., excl uding captive/in -house content) non-
scripted AV content in France . 
5.4.2.  Notifying Party’s view  
(138)  The Notifying Party  consider s that the Transaction will not raise horizontal 
competition concerns in France  where  the P arties ’ production activities overlap, for 
the following reasons.  
(139)  First, the No tifying Party argues that market shares, especially those excluding in -
house production, are inadequate to measure competitive strength and overstate the 
Parties’ market position in the affected markets and segments.70  
(140)  Second, the Notifying Party emphasises that the merged entity will continue to face 
competition from a significant number of credible competitors  that will continue to 
exert significant competitive constraints on the merged entity . In addition, the 
Notifying Party arg ues that  broadcasters have in -house capabilities and, should the 
merged entity try to impose unfavourable conditions, they would be able to expand 
self-supply, which further acts as a constraint on the merged entity.  
(141)  The Notifying Party further contends t hat barrier s to entry in the market are very low  
and that therefore the merged entity would be faced with new entry in the event that 
the merged entity were to increase prices or degrade the quality of its services .  
(142)  Finally, the merged entity will face hi ghly sophisticated and concentrated customers 
holding significant bargaining power.  In particular, the Notifying Party considers 
that broadcasters are capable of imposing strict budget limitations on producers, 
continuous ly renegotiat e financial conditions  throughout the performance of the 
contract and try to impose unfavourable conditions on the producers of scripted and 
non-scripted AV content .  
                                                 
70  The Notifying Party further indicates that market shares by value more appropriate than market share by 
volume in the AV industry. The Parties were not able to provide market share data on the basis of volume 
and only provided value -based market share information.  

 
 
30 (148)  The results of the market investigation provided conflicting views on whether the 
Transaction would have a negative or neutral impact on the respondents71 and the 
market for the production of tailormade non -scripte d AV content72 with a minority 
of respondents indicating that it could be negative.   
(149)  However, there are several reasons why the Commission considers that, despite these 
views , the Transaction will not raise serious doubts as to its compatibility with the 
internal market in France . 
(150)  First, the Commission notes that the merged entity’s combined market share in the 
production of tailormade  non-scripted AV content in France is moderate ( [10-20]% 
and just at the threshold to constitute  an affected market ), the ma rket share for 
tailormade production non -scripted (excluding captive) – commissioned production  
is [20-30]%. The market s would not even be affected if captive/in -house production 
were to be included  and the Transaction -specific market share increment is lo w. 
(151)  Second , the combined entity will be exposed to competition from important players 
in the French market  for the  production of tailormade non -scripted AV content, 
excluding captive/in -house production and its sub -segments post -Transaction , such 
as Bangumi , Troisième Œil , Coyote, SBS Productions with market shares of 
respectively [10-20]%, [5-10]%, [5-10]%, and a number of other players , many of 
them having a higher market share than the Transaction -specific market share 
increment . 
(152)  Third t he majority of customers consulted in the framework of the market 
investigation indicates  that the Parties do not represent a significant  share of the 
broadcasters’ spent in non -scripted AV content.73  
(153)  Fourth , the market investigation has shown that , for broadcasters , the mo st important 
parameter of competition is the price,74 followed by access to IP R and talent, which 
indicates that access to IP as such is not driving competition, but rather its price , 
indicating that IPR is generally available  in the market . In addition, on e customer 
indicated that  [t]he availability of significant IPR for formats to produce non -
scripted AV content is dynamic. While high quality ideas and execution are typically 
necessary to produce successful content, there is continuous effort to develop n ew 
content. Therefore the marketplace  [in France]  is quite fluid and constantly 
evolving.75 
(154)  Moreover, respondents to the market investigation indicate that other producers of 
non-scripted AV content compete closely with Banijay and ESG .76 
                                                 
71  Replies to questionnaire Q6 to Broadcasters – France, question 53; questionnaire Q5 to Producers – 
France, question 50.  
72  Replies to questionnaire Q6 to Broadcasters – France, question 54; questionnaire Q5 to Producers – 
France, question 51.  
73  Annex I to questionnaire Q6 to Broadcasters – France.  
74  Replies to questionnaire Q6 to Broadcasters – France, question 37; questionnaire Q5 to Producers – 
France, question 34.  
75    Replies to questionnaire Q6 to Broadcasters – France, question 41.1.   
76  Replies to questionnaire Q6 to Broadcasters – France, questions 42 and 43; questionnaire Q5 to Producers 
– France, questions 39 and 40.  
 
 
31 (155)  Fifth , most of the respondents consider it that a new entrant will  likely  start 
producing non -scripted AV content in France in the next 5 years.77 
(156)  Sixth , respondents to the market investigation indicate that broadcasters have  
relatively strong bargaining power  in France .78 
(157)  Finally , taking into account the results of the market investigation, the Commission 
considers that the merged entity is unlikely to start engaging into practices that could 
limit effective competition by either negatively affecting customers or li miting 
expansion of competitors in the market for the production of tailormade  non-scripted 
AV content in France by increasing prices, requiring a higher number of hours of 
AV content to be purchased or by bundling the sale of non -scripted tailormade  AV 
content to other content not necessarily desired by the broadcasters post -
Transaction.79 
(158)  The market investigation has also shown that if the merged entity should attempt to 
worsen the terms and conditions at which it produces tailormade  non-scripted AV 
conten t, broadcasters would have appropriate counterstrategies  (including to expand 
production in -house)  to overcome such strategies,  which is likely to have a 
significant constraining effect with regard to such strategies.80 
5.4.3.3.  Conclusion  
(159)  In light of the above, the  Commission concludes that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in France as a result of 
horizontal unilateral effects in the market for the production of tailormade non -
scripted AV content  (both ex cluding captive and in -house production) , including the 
narrower market segments for the tail ormade production for hire and commissioned 
production (both excluding captive and in -house production) . 
5.5. Italy  
5.5.1.  Introduction  
(160)  Banijay is active in the market for the production of scripted and non -scripted A V 
content in Italy through Aurora TV, Banijay Studios Italy, Banijay Italia, Nonpanic, 
L’Officina, and ITV Movie. Banijay creates both original formats and adapt 
international ly successful formats for the Italian market . Successful programs 
include the cooking competition “4 Restaurants” (on Sky Uno) or the factual 
entertainment series “4 Hotels” (on Sky), as well as the reality show “Hell’s 
Kitchen”.  
                                                 
77  Replies to questionnaire Q6 to Broadcasters – France, question 51; questionnaire Q5 to Producers – 
France, question 48.  
78  Replies to questionnaire Q6 to Broadcasters – France, question 44; questionnaire Q5 to Producers – 
France, question 41.  
79  Replies to questionnaire Q6 to Broadcasters – France, question 46; questionnaire Q5 to Producers – 
France, question 43  ; Replies to questionnaire Q6 to Broadcasters – France, question 47; questionnaire Q5 
to Producers – France, question 44; Replies to questionnaire Q6 to Broadcasters – France, question 48; 
questionnaire Q5 to Producers – France, question 45.  
80  Replies to questionnaire  Q6 to Broadcasters – France, question 49; questionnaire Q5 to Producers – 
France, question 46.  
 
 
32 (161)  ESG operates in Italy thr ough Endemol Shine Italy. It produces a range of AV 
content including original formats or the local adaptation of foreign titles  for both 
scripted and non -scripted AV content . Its flagship programs include the reality show 
“Big Brother”, the cooking shows “MasterChef” and “Ready Steady Cook”, the 
drama series “L’Allieva”, the game shows “Identity”, “Still Standing”, and “Next 
One!”, as well as the talent show “Your Face sounds familiar”.  
(162)  The Trans action gives rise to (i) horizontally affected markets  for th e production of 
externally tailormade  (i.e., excluding captive/in -house content) non -scripted AV 
content  and for the production of externally tailormade commissioned (i.e., 
excluding captive/in -house content) non -scripted AV content , (ii) non -horizontally 
affected market in relation to the neighbouring markets for the production of 
externally tailormade (i.e., excluding captive/in -house content) scripted and non-
scripted AV content in Italy. 
5.5.2.  Notifying Party’s view  
(163)  The Notifying Party  consider s that the Tran saction will not raise horizontal 
competition concerns in Italy where  the P arties ’ production activities overlap, for the 
following reasons.  
(164)  The Notifying Party  consider s that the Transaction will not raise horizontal 
competition concerns in France  where  the Parties ’ production activities overlap, for 
the following reasons.  
(165)  First, the Notifying Party argues that market shares, especially those excluding in -
house production, are inadequate to measure competitive strength and overstate the 
Parties’ market pos ition in the affected markets and segments.81  
(166)  Second, the Notifying Party emphasises that the merged entity will continue to face 
competition from a significant number of credible competitors  that will continue to 
exert significant competitive constraints on the merged entity . In addition, the 
Notifying Party argues that  broadcasters have in -house capabilities and, should the 
merged entity try to impose unfavourable conditions, they would be a ble to expand 
self-supply, which further acts as a constraint on the merged entity.  
(167)  The Notifying Party further contends that barrier s to entry in the market are very low  
and that therefore the merged entity would be faced with new entry in the event that  
the merged entity were to increase prices or degrade the quality of its services .  
(168)  Finally, the merged entity will face highly sophisticated and concentrated customers 
holding significant bargaining power.  In particular, the Notifying Party considers 
that broadcasters are capable of imposing strict budget limitations on producers, 
continuous ly renegotiat e financial conditions throughout the performance of the 
contract and try to impose unfavourable conditions on the producers of scripted and 
non-scripted A V content . (for example, by trying to limit the role of the producer to 
a role of mere «  line producer  », where the producer is supposed to act as a simple 
service provider, by giving up any exploitation right on the programs ).  
                                                 
81  The Notifying Party further indicates that market shares by value are more appropriate than market share 
by volume in the AV industry. The Parties were not able to provide market share data on the basis of 
volume and only provided value -based market share information.  

 
 
34 (174)  The results of  the market investigation provided  conflicting views on whether  the 
Transaction would have a would have a negative or neutral impact on the 
respondents83 and the market for the production of tailormade  non-scripted AV 
content.84 On the one hand, most of the  producer s note that the merged entity will 
increase control of the market and through the increased bargain ing power, it would 
be able to source IPR for  significant formats and creative talent. On the other hand, 
most of the broadcasters indicate that the Transaction would not have any impact. In 
particular, such respondents consider that they could either start producing in -house 
or source from competing  providers.  
(175)  However, overall,  the Commission considers that, despite these views, the 
Transaction will not raise serious doubts as to its compatibility with the internal 
market in Italy for the following reasons . 
(176)  First, the Commission notes that the merged entity’s relevant combined market share 
in the relevant segments i n Italy are moderate: [30-40]% in the production of non -
scripted AV content excluding captive a nd in -house production overall , of [5-10]% 
in the tailor made production for hire and [40-50]% in commissioned production 
(both excluding captive and in -house production).  The markets would not even be 
affected if captive/in -house production were to be included.   
(177)  Second,  alternative providers would remain in the  market for the  production of 
tailormade non -scripted AV content, excluding captive/in -house production and its 
sub-segments post -Transaction, including the international producer Fremantle and 
other producers as Fascino and Ballandi with market shares of respectively, [10-
20]%, [10-20]% and [5-10]%.  
(178)  Third , the results of  the market investigation show that the Parties does not represent 
a significant share of the broadcasters’ spent in non -scripted AV content by value 
and volume. Based on the data submitted by customers, the purchasing shares show 
that, first, those data are not significantly different compared to the market shares 
estimates  submitted by the Parties , which confirms that the market shares submitted 
by the Parties reflect the market reality , and, second, that none of the broadcasters is 
entirely dependent on Banijay and/or ESG.85  
(179)  Fourth , respondents to the market investigation indicate that the main parameters 
they consider relevant when procuring or supplying tailormade  non-scripted AV 
content are the price, access to the IPR and to the creative talent.86 When  considering  
such parameters, respondents indicate that other producers, including Fremantle, in 
Italy would have a similar position to Banijay and ESG.87 For example, one 
respondent notes that Fascino is owned by one of the most important talents, Ms 
                                                 
83  Replies to questionnaire Q8 to Broadcasters – Italy, question 53; questionnaire Q7 to Producers – Italy, 
question 50.  
84  Replies to questi onnaire Q8 to Broadcasters – Italy, question 54; questionnaire Q7 to Producers – Italy, 
question 51.  
85  Annex I to questionnaire Q8 to Broadcasters – Italy.  
86  Replies to questionnaire Q8 to Broadcasters – Italy, question 37; questionnaire Q7 to Producers  – Italy, 
question 34.  
87  Replies to questionnaire Q8 to Broadcasters – Italy, question 38; questionnaire Q7 to Producers – Italy, 
question 35.  
 
 
35 Maria  De Filipp i. Another respondent indicate that Ballandi, while it mainly relies 
on IPR licensed from third parties, is competitive in terms of price and access.  
(180)  Moreover, respondents to the market investigation indicate that other producers of 
non-scripted AV content compete closely with  Banijay and ESG . Several  
respondents indicate that Fremantle is the closest competitor to each of Bani jay and 
ESG.88 
(181)  Fifth , producers responding  to the market investigation indicate tha t broadcasters 
have relatively strong bargaining power in Italy.89 
(182)  Finally, most of the respondents to the market investigation consider that 
broadcasters would have counterstrategies  should the merged entity worsen the 
terms and conditions at which it produc es tailormade  non-scripted AV content, for 
example by bundling the sale of non -scripted tailormade  AV content  or increasing 
prices .90 Lux, Fremantle and most broadcasters indicate that broadcaster s could  
increase in -house productions. Only a limited number of respondents indicate that a 
possible counterstrategy while virtually possible is unrealistic in practice. One 
broadcaster notes that it would require a substantial business reconversion, higher 
costs in order to compete and several risks in terms of the  return on investments.  
(183)  Moreover, the Commission notes that , in the current market practice, broadcasters 
tend to switch to competing providers or to in -house productions. [BUSINESS 
STRATEGY] .91 Similarly, Mediaset was able to produce talent and entertainm ent 
shows such as “Uomini e Donne” and “Amici” aired in prime time slots through 
Fascino without sourcing production from global production companies  to fill those 
slots. Mediaset also filled a programming slot originally agreed to be used for a 
show co -produced with Banijay “Music Farm” with a show produced by Fascino 
“Amici Vip”.92 
(184)  Furthermore, the Commission notes that, in the event Banijay  and ESG, entered into 
multi -annual agreements, those are usually conditioned to minimum audience rates . 
Minimum audi ence rates requirements are set forth in performance provisions 
whereby the commissioning of additional seasons by broadcasters is conditioned on 
the show generating certain target audience rates: if the audience rates of a season 
are lower than what the r enewal condition requires , broadcasters have the right to 
cancel the show without prior notice  and without being liable in any way towards the 
producer .93 
(185)  The ability of broadcasters to rely on in -house production is further supported from 
an analysis of th e market shares including in -house productions. Mediaset and RAI’s 
                                                 
88  Replies to questionnaire Q8 to Broadcasters – Italy, question s 42 and 43 ; questionnaire Q7 to Producers – 
Italy, question s 39 and 40 .  
89  Replies to  questionnaire Q7 to Producers – Italy, question 41.  
90  Replies to questionnaire Q8 to Broadcasters – Italy, question 49; questionnaire Q7 to Producers – Italy, 
question 46.  
91  Parties’ m emorandum on broadcasters ’ lack of dependency , paragraph 15.  
92  Parties’ submission on broadcasters’ bargaining power, paragraph 10.  
93  Parties’ submission on broadcasters’ bargaining power, paragraph 20.  
 
 
36 in-house productions accounted for respectively [20-30]% and [20-30]% of the non -
scripted productions in Italy in 2018.94 
(186)  In light of the above, the Commission concludes that the Transaction  does not raise 
serious doubts as to its compatibility with the internal market in Italy as a result of 
horizontal unilateral effects in the market for the production of tailormade non -
scripted AV content  (both excluding captive and in -house production) , including the 
narrower market segments for the tail ormade production for hire and commissioned 
production (both excluding captive and in -house production) . 
5.5.3.3.  Non-horizontal non -coordinated effects in Italy  
(187)  In Italy, Banijay and ESG are also active in the m arket for the production of 
tailormade scripted content with market shares of respectively [0-5]% and [0 -5]% by 
value in 2018  in the market for the production of tailormade scripted content 
excluding captive/in -house production . The merged entit y would hav e a market 
share of [5 -10]% in the production of scripted AV content excluding captive/in -
house production and [30-40]% in the production of non -scripted AV content  
excluding captive/in -house production .  
(188)  In the course of the market investigation, one resp ondent indicated that, after the 
Transaction, the merged entity could leverage its increased position in the market for 
the production of tailormade non -scripted AV content to increase its presence in the 
market for the production of tailormade scripted AV  content.  
(189)  The Commission has therefore assessed the risk of foreclosure of competing 
producers of tailormade scripted content by tying or bundling the production of 
tailormade non -scripted content in Italy.  
(190)  The Commission considers that the merged entity would lack the ability to foreclose 
competing producers of tailormade scripted content by tying or bundling the 
production of tailormade non -scripted content in Italy for the following reasons.  
(191)  First, as indicated in paragraph (176) , the market shares of the merged entity are 
moderate  in the market for the production of tailormade non -scripted content 
excluding captive/in -house production .  
(192)  Second, as indicated in par agraph (177) , alternative producers of non -scripted 
content would remain available in the market  for the production of tailormade non -
scripted content excluding capt ive/in -house production , including international 
producers as Fremantle.  
(193)  Third, as indicated in paragraph (182) , should the merged entity worsen the terms 
and conditi ons at which it produces tailormade  non-scripted AV content, for 
example by bundling the sale of non -scripted tailormade  AV content  with scripted 
tailormade AV content , most of the respondents consider that broadcasters would 
have counterstrategies .  
                                                 
94  The data would not significantly change when assessing previous years. In  2017, Mediaset and RAI’s in -
house productions accounted for respectively [20 -30]% and [30 -40]% of the non -scripted productions in 
Italy. In 2016, Mediaset and RAI’s in -house productions accounted for respectively [20 -30]% and [30 -
40]% of the non -scripted productions in Italy.  
 
 
37 (194)  The C ommission considers that due to the lack of ability to engage in a foreclosing 
strategy , it is not needed to assess whether  the merged entity would have any 
incentive or whether  any foreclosure strategy would have a negative impact on 
effective competition . 
(195)  In light of the foregoing, the Commission concludes that the Transaction would not 
raise serious doubts as to its compatibility with the internal market as a result of  the 
conglomerate relationships between the merged entity’s  activities as producer of 
scripted and non -scripted AV content in Italy.  
5.6. Netherlands  
5.6.1.  Introduction  
(196)  Banijay is marginally active in the market for the production of general 
entertainment TV content in the Netherlands through Zodiak Netherlands, in the 
non-scripted segment only. It produces a limited number of non -scripted shows and 
specializes in factual entertainment, reality content and game shows. Its flagship 
programs include “Temptation Island VIPS” available on the OTT platform 
Videoland, “Flat Hunters”, aired on RTL4 and “Wif e Swap”, aired on SBS6.  
(197)  ESG  is present in the market for the production of general entertainment TV content 
in the Netherlands through Endemol Shine Nederland BV (including its TVBV 
label), Simpel Media, NL Film & TV, Human Factor BV. Its flagship programs  
include the daily soap “Good Times Bad Times”, aired on RTL4, the game show 
“Deal or no deal”, aired on SBS6, “1 vs 100”, a game show aired on RTL4, the 
entertainment show “All you need is love” aired on RTL4, factual entertainment 
programs “Mooiste Meisj e”, “Hunted” and “I’m leaving”, all aired on NPO1 as well 
as drama programs “SpangaS” and “Mother, I Want to Join the Cabaret”, aired on 
NPO1.  
(198)  The Trans action gives rise to horizontally affected markets  for the production of 
externally tailormade  (i.e., e xcluding captive/in -house content) non -scripted AV 
content and for the production of externally tailormade commissioned (i.e., 
excluding captive/in -house content) non -scripted AV content in the Netherlands.  
5.6.2.  Notifying Party’s view  
(199)  The Notifying Party  consid ers that the Transaction will not raise horizontal 
competition concerns in the Netherlands  where  the Parties ’ production activities 
overlap, for the following reasons.  
(200)  First, the Notifying Party argues that market shares, especially those excluding in -
hous e production, are inadequate to measure competitive strength and overstate the 
Parties’ market position in the affected markets and segments.95  
(201)  Second, the Notifying Party emphasises that the merged entity will continue to face 
competition from a significa nt number of credible competitors  that will continue to 
                                                 
95  The Notifying Party further indicates that market shares by value are more appropriate than market share 
by volume in the AV industry. The Parties were not able to provide market share data on the basis of 
volume and only provided value -based market share information.  


 
 
40 (214)  Fourth, t he results of the market investigation suggest that the Parties are not each 
others’ closest competitors in the Dutch market  for the production of non -scripted 
AV content .99 
(215)  Fifth , the Commission also notes that, as set out in Table 8 above, the market share 
increment attributable to the Transaction in the affected markets is low ( [0-5]%). 
(216)  Sixth , the market investigation has sho wn that , for broadcasters , the most important 
parameter of competition is the price,100 followed by access to IP and talent, which 
indicates that access to IP as such is not driving competition, but rather its price , 
indicating that IPR is generally available  in the market.   
(217)  Seventh , most of the respondents to the market investigation consider that 
broadcasters would have counterstrategies should the merged entity worsen the 
terms and conditions at which it produces tailormade  non-scripted AV content,  for 
example by bundling the sale of non -scripted tailormade  AV content  or increasing 
prices .101 
(218)  Moreover, it has to be taken into account that broadcasters are of the view that in -
house production by broadcasters is likely to as a significant constraint on the 
merged entity should it decide to significantly worsen the conditions under which 
content produced by it is sold. 102 
(219)  In addition , most of the respondents consider it likely  that a new entrant will start 
producing non -scripted AV content  in the Netherlan ds.103 
(220)  Market participants in the Netherlands , also indi cate that broadcasters have some 
level of bargaining when negotiating contracts with producers.104 
5.6.3.3.  Conclusion  
(221)  In light of the above,  the Commission concludes that the Transaction does not raise 
serious d oubts as to its compatibility with the internal market in the Netherlands  as a 
result of horizontal unilateral effects in the market for the production of tailormade 
non-scripted AV content  (both excluding captive and in -house production) , 
including the narrower market segments for the tail ormade production for hire and 
commissioned production (both excluding captive and in -house production) . 
                                                                                                                                                      
98  Annex I to questionnaire Q10 to Broadcasters – Netherlands . 
99  Replies to questionnaire Q10  to Broadcasters – Netherlands , questions 42 and 43; questi onnaire Q5 to 
Producers – France , questions 39 and 40.  
100  Replies to questionnaire Q10 to Broadcasters – France, question 37; questionnaire Q9 to Producers – 
France, question 34.   
101  Replies to questionnaire Q10 to Broadcasters – Netherlands, question 48; questionnaire Q9 to Produ cers – 
Netherlands, question 45.  
102  Replies to questionnaire Q10 to Broadcasters – Netherlands , question 19, 49; questionnaire Q9 to 
Producers – Netherlands , question 46.  
103  Replies to questionnaire Q10 to Broadcasters – Netherlands, question 51; question naire Q9 to Producers – 
Netherlands, question 48.  
104  Replies to questionnaire Q10 to Broadcasters – Netherlands, question 44; questionnaire Q9 to Producers – 
Netherlands, question 41.  
 
 
41 5.7. Norway  
5.7.1.  Introduction  
(222)  Banijay is active in the market for the production of scripted and non -scripte d AV 
content in Norway through Mastiff Norway, Nordisk Film TV Norway and Screen 
Media. It produces content based on  own formats as well as international and third 
party formats for the main channels in Norway. Its flagship programs include the 
reality sho ws “Paradise Hotel” (TV3) and “71 degrees North” (TV3/Discovery), the 
factual entertainment show “Crime Scene” (TV4), the talk show “Good Morning 
Norway” and “Good Evening Norway” (TV2), the factual entertainment programs 
“The Best Singers” (TV2) and “TV2 Helps you out” (TV2).  
(223)  ESG operates in Norway through Rubicon TV.  It produces a range of scripted and 
non-scripted AV content including the drama series “Beforeigners” (HBO Nordics), 
the reality show “Ex on The Beach” (Discovery), the entertainment show “Lu xury 
Trap” (TV3) and the game show “Eternal Glory” (NRK).  
(224)  The Trans action gives rise to horizontally affected markets  for the production of 
externally tailormade  (i.e., excluding captive/in -house content) non -scripted AV 
content and for the production of externally tailormade commissioned (i.e., 
excluding captive/in -house content) non -scripted AV content. in Norway.  
5.7.2.  Notifying Party’s view  
(225)  The Notifying Party  consider s that the Transaction will not raise horizontal 
competition concerns in Norway  where  the P arties ’ production activities overlap, for 
the following reasons.  
(226)  First, the Notifying Party argues that market shares, especially those excluding in -
house production, are inadequate to measure competitive strength and overstate the 
Parties’ market positio n in the affected markets and segments.105  
(227)  Second, the Notifying Party emphasises that the merged entity will continue to face 
competition from a significant number of credible competitors  that will continue to 
exert significant competitive constraints on t he merged entity . In addition, the 
Notifying Party argues that  broadcasters have in -house capabilities and, should the 
merged entity try to impose unfavourable conditions, they would be able to expand 
self-supply, which further acts as a constraint on the merged entity.  
(228)  The Notifying Party further contends that barrier s to entry in the market are very low  
and that therefore the merged entity would be faced with new entry in the event that 
the merged entity were to increase prices or degrade the quality of its services .  
(229)  Finally, the merged entity will face highly sophisticated and concentrated customers 
holding significant bargaining power.  In particular, the Notifying Party considers 
that broadcasters are capable of imposing strict budget limitations on producers, 
continuous ly renegotiat e financial conditions throughout the performance of the 
                                                 
105  The Notifying Party further indicates that market shares by value are more appropriate than market share 
by volume in the AV industry. The Parties were not able to provide market share data on the basis of 
volume and only provided value -based market share information.  

 
 
43 (235)  First, most of the respondents to the market investigation consider that the 
Transaction would have a neutral impact on their company106 on the market for the 
production of tailormade non -scripted AV cont ent.107 One competing producer notes 
that, notwithstanding the bargaining power and large catalogue of the merged 
entities, this will not overly hinder the ability of other companies in continuing to 
secure tailormade commission ed production and production f or-hire from  customers 
in the market . 
(236)  Second , the Commission notes that the merged entity’s relevant combined market 
share in the relevant segments i n Norway are moderate : [20-30]% in the production 
of non -scripted AV content excluding captive a nd in-house production overall , of 
[10-20]% in the tailormade production for hire and [20-30]% in commissioned 
production (both excluding captive and in -house production).  The markets would not 
even be affected if captive/in -house production were to be includ ed.  
(237)  Third,  alternative providers , of which some are global players active in several 
countries in the EEA, including  NENT, Monday, ITV and Fremantle  would remain 
in the market for the  production of tailormade non -scripted AV content, excluding 
captive/in -house production and its sub -segments post -Transaction, with market 
shares of respectively, [30-40]%, [10-20]%, [0 -5]% and [5-10]%. In particular, post -
Transaction NENT’s position will be larger than the merged entity.  
(238)  Fourth , the market investigation sho ws that the Parties do not represent a significant 
share of the broadcasters’ spent in non -scripted AV content by value and volume.108 
Based on the data submitted by customers, the purchasing shares show that, first, 
those data are not significantly differen t compared to the market shares  estimates  
submitted by the Parties ,  which confirms that the market shares submitted by the 
Parties reflect the market reality  and, second, that none of the broadcasters is entirely 
dependent on Banijay and/or ESG.  
(239)  Fifth , respondents to the market investigation indicate that  the main parameters  they 
consider relevant  when procuring  or supplying  tailormade  non-scripted AV content  
are the price, the IPR and talent.109 When considering such parameters, respondents 
indicate that other producer s in Norway  would have a similar position to Banijay and 
ESG .110 In particular, NENT and Monday are perceived as similar in terms of talent 
and price. Respondents consider also that ITV has a similar position compared to the 
Parties in terms of  access to IPR for significant formats.  
                                                 
106  Replies to questionnaire  Q12 to Broadcasters – Norway , question 53; questionnaire Q11 to Producers – 
Norway , question 50.  
107  Replies to questionnaire Q12 to Broadcasters – Norway , question 54; questionnaire Q11 to Producers – 
Norway , quest ion 51.  
108  Annex I to questionnaire Q12 to Broadcasters – Norway . 
109  Replies to questionnaire Q12 to Broadcasters – Norway, question 37; questionnaire Q11 to Producers – 
Norway, question 34.  
110  Replies to questionnaire Q12 to Broadcasters – Norway, quest ion 38; questionnaire Q11 to Producers – 
Norway, question 35.  
 
 
44 (240)  Sixth , producers responding  to the market investigation indicates that other 
producers also closely compete with Banijay and ESG .111 For example, several 
respondents indicate  NENT, ITV and Fremantle also closely compet e.  
(241)  Moreover , most of the respondents consider likely that a new entrant will start 
producing non -scripted AV content  in Norway .112 Respondents indicate that the 
Norwegian market is competitive and there are still international players not present 
that could decide to enter. Moreover, respondents also highlight that there are new 
companies starting up on a regular basis and indicate M onday, Oslo Company, Plan 
B and Fremantle as example of successful new entrants in the last years.  
(242)  In addition , respondents to the market investigation indicate that broadcasters have 
relatively a strong bargaining power .113 One respondent notes that the ba rgaining 
power is function of the volume of the content being tailormade  and, therefore, 
larger broadcasters have higher power to exert pressure on price and other 
commercial conditions.  
(243)  Finally, most of the respondents to the market investigation consider  that 
broadcasters would have counterstrategies  should the merged entity worsen the 
terms and conditions at which it produces commissioned  non-scripted AV content, 
for example by bundling the sale of non -scripted commissioned  AV content  or 
increasing price s.114 For example , one of the main broadcaster in Norway, notes that 
such moves would immediately punish the merged entity since they could expand 
their in -house productions.  
5.7.3.3.  Conclusion  
(244)  In light of the above, the Commission concludes that the Transaction doe s not raise 
serious doubts as to its compatibility with the internal market in Norway  as a result 
of horizontal unilateral effects in the market for the production of tailormade non -
scripted AV content  (both excluding captive and in -house production) , incl uding the 
narrower market segments for the tail ormade production for hire and commissioned 
production (both excluding captive and in -house production) .  
5.8. Spain  
5.8.1.  Introduction  
(245)  Banijay is active in the market for the production of scripted and non -scripted A V 
content in Spain through Cuarzo Producciones, DLO / Magnolia and Portocabo. It 
produces non -scripted content, including entertainment programs, factual television, 
talk shows, docu -reality show as well as scripted content, including crime thrillers, 
come dy, historic drama, family comedy series and miniseries. Its flagship programs 
include “Viva la vida”, an entertainment program broadcast on Telecinco, and 
                                                 
111  Replies to questionnaire Q11 to Producers – Norway, questions 39 and 40.  
112  Replies to questionnaire Q12 to Broadcasters – Norway, question 51; questionnaire Q11 to Producers – 
Norway, question 48.  
113  Replies to questionnaire Q12 to Broadcasters – Norway, question 44; questionnaire Q11 to Producers – 
Norway, question 41.  
114  Repl ies to questionnaire Q12 to Broadcasters – Norway, question 47; questionnaire Q11 to Producers – 
Norway, question 44.  
 
 
45 “Madrid Directo”, a talk show broadcast on TeleMadrid as well as “Hierro”, 
broadcast on Movistar+.  
(246)  ESG is present in the market for the production of scripted and non -scripted AV 
content in Spain through Shine Iberia, Zeppelin, Gestmusic and Diagonal TV. ESG 
produces original TV content and format adaptations on the basis of its own formats 
as well as th ird party formats. Its flagship programs include the local adaptation of 
“MasterChef ” (and its spin off “ MasterChef Celebrity ”), broadcast on TVE 1 as well 
as the local adaptation of “Big Brother”, broadcast on Telecinco. Its original flagship 
programs inc lude “La Catedral del Mar”, aired on Antena 3, and “Amar en tiempos 
revueltos” aired on TVE 1.  
(247)  The Transaction gives rise to horizontally affected markets (i) for the production of 
externally tailormade  AV non -scripted AV content , for the production of externally 
tailormade production for hire (i.e., excluding captive/in -house content) non -scripted 
AV content, and for the production of externally tailormade commissioned (i.e., 
excluding captive/in -house content) non -scripted AV content; (ii) for the produc tion 
of externally tailormade  AV scripted AV content , for the production of externally 
tailormade production for hire (i.e., excluding captive/in -house content) scripted AV 
content, and for the production of externally tailormade commissioned (i.e., 
exclu ding captive/in -house content) scripted AV content in Spain.  
5.8.2.  Notifying Party’s view  
(248)  The Notifying Party  consider s that the Transaction will not raise horizontal 
competition concerns in Spain  where  the P arties ’ production activities overlap, for 
the following reasons.  
(249)  First, the Notifying Party argues that market shares, especially those excluding in -
house production, are inadequate to measure competitive strength and overstate the 
Parties’ market position in the affected markets and segments.115  
(250)  Secon d, the Notifying Party emphasises that the merged entity will continue to face 
competition from a significant number of credible competitors  that will continue to 
exert significant competitive constraints on the merged entity . In addition, the 
Notifying Party argues that  broadcasters have in -house capabilities and, should the 
merged entity try to impose unfavourable conditions, they would be able to expand 
self-supply, which further acts as a constraint on the merged entity.  
(251)  The Notifying Party further c ontends that barrier s to entry in the market are very low  
and that therefore the merged entity would be faced with new entry in the event that 
the merged entity were to increase prices or degrade the quality of its services .  
(252)  Finally, the merged entity wil l face highly sophisticated and concentrated customers 
holding significant bargaining power.  In particular, the Notifying Party considers 
that broadcasters are capable of imposing strict budget limitations on producers, 
continuous ly renegotiat e financial c onditions throughout the performance of the 
                                                 
115  The Notifying Party further indicates that market shares by value are more appropriate than market share 
by volume in the AV industry.  The Parties were not able to provide market share data on the basis of 
volume and only provided value -based market share information.  


 
 
48 production and its sub -segments post -Transaction, namely Mediaset ( Including 
Bulldog TV [5-10]% and La fábrica de la tele [5 -10]%) , Imagina ( [10-20]% ),  7 y 
Acción ( [5-10]%) and Fremantle ( [5-10]%). 
(262)  Third, the  majority of customers consulted in the framework of the market 
investigation indicates  that the Parties do not represent a significant  share of the 
broadcasters’ spent in non -scripted AV content.118 
(263)  Fourth , although the ma rket investigation indicated  the important role of IPR  and 
talent  in the negotiations between non -scripted content producers and broadcasters,  
the market investigation results also show that the also the price  is a very central 
parameter in the negotiations.119 
(264)  Fifth , the results of the market inv estigation indicate  that the Parties are not each  
others’ closest competitors in the Spanish market for the production of non -scripted 
AV content.120 
(265)  Sixth , most of the re spondents consider it likely  that a new entrant will start 
producing non -scripted AV content  in Spain .121 
(266)  Moreover , participants in Spain , also indic ate that broadcasters have some level of 
bargaining when negotiating contracts with producers.122 
(267)  In addition , based on  the results of the market investigation, the Commission 
considers that the merged entity is unlikely to start engaging into practices that could 
limit effective competition by either negatively affecting customers or limiting 
expansion of competit ors in the market for the production of tailormade  non-scripted 
AV content in Spain  by increasing prices, requiring a higher number of hours of AV 
content to be purchased or by bundling the sale of non -scripted tailormade  AV 
content to other content not necessarily desired by the broadcasters post -
Transaction.123  
(268)  Finally, t he market investigation  also indicates  that, if the merged entity should 
attempt to worsen the terms and conditions at which it produces tailormade  non-
scripted AV content, broadcasters are likely to have counterstrategies  available . Part 
                                                 
118  Annex I to questionnaire Q14 to Broadcasters – Spain . 
119 Replies to questionnaire Q14 to Broadc asters – Spain, question 37; questionnaire Q13 t o Producers –Spain, 
question  34.  
120  Replies to questionnaire Q14  to Broadcasters – Spain , questions 42 and 43; questi onnaire Q13 to 
Producers – Spain , questions 39 and 40.  
121  Replies to questionnaire Q14  to Broadcasters – Spain, question 51; questionnaire Q13  to Producers – 
Spain , question 48.  
122  Replies to questionnaire Q14 to Broadcasters – Spain, question 44; questionnaire Q13 to Producers – 
Spain, question 41 .  
123  Replies to questionnaire Q14 to Broadcasters – Spain , question 46; questionnaire Q9 to Producers – Spain , 
question 43 ; Replies to questionnaire Q14 to Broadcasters – Spain, question 47; questionnaire Q9 to 
Producers – Spain, question 44 ; Replies to questionnaire Q14 to Broadcasters – Spain, question 48; 
questionnaire Q9 to Producers – Spain, question 45.  
 
 
49 of this could be to exp and in -house produ ction, which may have a constra ining effect 
on the combined entity .124  
5.8.3.3.  Scripted AV content  – horizontal non -coordinated effects in  Spain  
(269)  The Commission considers that, for the reasons set out below, the Transaction does 
not raise serious doubts as to its compatibility with the internal market in relation to 
horizontal non -coordinated effects in the market for the production of non -scripted 
AV content and its sub -segments  in Spain.  
(270)  First, most of the respondents to the market investigation consider that  the 
Transaction would not have a negative impact on the market for the production of 
tailormade scripted AV content .125  
(271)  Second , the Co mmission notes that the merged entity’s combined market share in 
the production of tailormade  scripted AV content in Spain is moderate ( [20-30]%).  
(272)  Third , the combined entity will be exposed to competition from important players in 
the Spanish market  for the  production of tailormade non -scripted AV content, 
excluding captive/in -house production and its sub -segments post -Transaction , in 
particular Lagardère (Boomerang)  with an almost equal market share of [20-30]%, 
Plano a Plano with a share of [20-30]%, Grupo Ganga with [10 -20]% and several 
smaller players . 
(273)  Moreover, t he majority of customers consulted in the framework of the market 
investigation indicates  that the Parties do not represent a significant  share of the 
broadcasters’ spent in non -scripted AV content.126  
(274)  Fourth, t he market investigation has shown that Banijay and ESG’s portfolios are not 
particularly relevant for broadcasters to offer attractive scripted program s.127 
(275)  Fifth, t aking into account the results of the market investigation, the Commis sion 
considers that the merged entity is unlikely to start engaging into practices that could 
limit effective competition by either negatively affecting customers or limiting 
expansion of competitors in the market for the production of tailormade  non-scrip ted 
AV content in Spain  by increasing prices, requiring a higher number of hour s of AV 
content to be purchased. As regards the possibility of bundling the sale of scripted 
tailormade  AV content to other content not necessarily desired by the broadcasters 
post-Transaction  the producers are however less optimistic than the producers (ie a 
slight majority of broadcaster believes that this may be the case) . 128 
                                                 
124  Replies to questionnaire Q14 to Broadcasters – Spain , question 49; questionnaire Q13 to Producers – 
Spain  question 46.  
125  Replies to questionnaire Q14 to Broadcasters – Spain, question 74 ; questionnaire Q13 to Producers – 
Spain, question 69 .  
126  Annex I to questionnaire Q14 to Broadcasters – Spain . 
127  Replies to questionnaire Q14 to Broadcasters – Spain, question 64 ; questionnaire Q13 to Producers –
Spain, question 59 .  
128  Replies to questionnaire Q14 to Broadcasters – Spain, questions 65 to 67 ; questionnaire Q9 to Producers – 
Spain, questions 60 to 62 .  
 
 
50 (276)  However, in this respect the results of the market investigation clearly show that 
broadcasters would h ave strategies to counter such behaviour on the supplier side, 
for example by moving production in -house. 129 
(277)  Sixth, market participants in Spain  also indic ate that broadcasters have considerable 
bargaining when negotiating contracts with producers.130 
(278)  Finally,  both broadcasters and producers of scripted content in Spain expect new 
entry in the market, which can be considered to have a significant constraining effe ct 
on the combined entity. 131 
5.8.3.4.  Conclusion  
(279)  In light of the above, the Commission concludes tha t the Transaction does not raise 
serious doubts  as to its compatibility with the internal market in Spain as a result of 
horizontal unilateral effects in the market for the production of tailormade non -
scripted AV content,  (both excluding captive and in -house production),  nor as a 
result of horizontal  unilateral effects in the market for the production of tailormade 
scripted AV content,  (both excluding captive and in -house production), including 
the narrower market segments for the tail ormade production f or hire and 
commissioned production (both excluding captive and in -house production) . 
5.9. Sweden  
5.9.1.  Introduction  
(280)  Banijay is active in the market for the production of scripted and non -scripted  AV 
content in Sweden through Jarowskij, Mastiff Sweden, Nordisk Film Television 
Sweden and Yellow Bird. It produces its own formats, as well as international and 
third -part formats. Its best -known programs include “Solsidan”, which has been  
adapted in Finlan d and France, the drama series “The Truth Will Out” (Discovery) 
and “Hidden ” (TV4). Its adaptations of third party formats include the entertainment 
show “Strictly Come Dancing” (TV4), the reality show “Paradise Hotel” (TV3) and 
the entertainment show “The  Best Singers” (TV4).  
(281)  ESG operates in Sweden through Filmlance, Mag5, Meter and Sto -Cph. It produces 
various scripted and non -scripted programs for TV channels and digital platforms. It 
successful productions include the drama series “Bron/Broen” (SVT), “T he 
Sandhamn Murders” (C More/TV4) and “Beck” (TV4) as well as the reality show 
“Luxury Trap” (TV3), the entertainment show “MasterChef” (TV4), the reality show 
“Ex on the beach” (Discovery) and “Bake Off Sweden” (TV4).  
(282)  The Transaction gives rise to horizon tally affected markets (i) for the production of 
externally tailormade  AV non -scripted AV content , for the production of externally 
tailormade production for hire (i.e., excluding captive/in -house content) non -scripted 
                                                 
129  Replies to questionnaire Q14 to Broadcasters – Spain, questions 68 ; questionnaire Q9 to Producers – 
Spain, questions 63 .  
130  Replies to questionnai re Q14 to Broadcasters – Spain, question 63; questionnaire Q13 to Producers – 
Spain, question 58 .  
131  Replies to questionnaire Q14 to Broadcasters – Spain, question 70; questionnaire Q13 to Producers – 
Spain, question 65 .  
 
 
51 AV content, and for the production o f externally tailormade commissioned (i.e., 
excluding captive/in -house content) non -scripted AV content; (ii) for the production 
of externally tailormade  AV scripted AV content and for the production of externally 
tailormade commissioned (i.e., excluding c aptive/in -house content) scripted AV 
content in Sweden.  
5.9.2.  Notifying Party’s view  
(283)  The Notifying Party  consider s that the Transaction will not raise horizontal 
competition concerns in Sweden  where  the P arties ’ production activities overlap, for 
the following reasons.  
(284)  First, the Notifying Party argues that market shares, especially those excluding in -
house production, are inadequate to measure competitive strength and overstate the 
Parties’ market position in the affected markets and segments.132  
(285)  Second, the Notifying Party emphasises that the merged entity will continue to face 
competition from a significant number of credible competitors  that will continue to 
exert significant competitive constraints on the merged entity . In addition, the 
Notifying Party argues  that broadcasters have in -house capabilities and, should the 
merged entity try to impose unfavourable conditions, they would be able to expand 
self-supply, which further acts as a constraint on the merged entity.  
(286)  The Notifying Party further contends that barrier s to entry in the market are very low  
and that therefore the merged entity would be faced with new entry in the event that 
the merged entity were to increase prices or degrade the quality of its services .  
(287)  Finally, the merged entity will face highly sophisticated and concentrated customers 
holding significant bargaining power.  In particular, the Notifying Party considers 
that broadcasters are capable of imposing strict budget limitations on producers, 
continu ously renegotiat e financial conditions throughout the performance of the 
contract and try to impose unfavourable conditions on the producers of scripted and 
non-scripted AV content . 
5.9.3.  Commission’s assessment  
5.9.3.1.  Market structure  
(288)  The Parties’ market share in the production of tailormade AV content in Sweden  are 
set out  in the table below .  
(289)  These shares include the following potential segmentations: (i) including and 
excluding captive/in -house production from vertically integrated broadcasters, (ii) 
segmented betwe en “production for hire” and “commissioned production ”. 
 
 
                                                 
132  The Notifying Party further indicates that market shares by value are more appropriate than market share 
by volume in the AV industry. The Parties were not able to provide market share data on the basis of 
volume and only provided value -based market share information.  


 
 
54 (298)  Fifth , respondents to the market investigation indicate that the main parameters that 
they consider relevant when procuri ng or supplying tailormade  non-scripted AV 
content are the price, IPR for significant formats  and talent.136 When considering 
such parameters, respondents indicate that other producers, including NENT, ITV 
and Fremantle, in Sweden would have a similar position to Banijay and ESG.137 For 
example, one respondent notes that the producers listed above are equally 
comp etitive on price which is largely driven by market forces and the negotiating 
strength of broadcasters. Another notes that, similarly to the Parties,  ITV, Fremantle 
also have international catalogues with internationally successful titles. The same 
respon dent also note that ESG  used to be real good at developing own formats but 
that development department moved to Elk which is part of ITV.  
(299)  Moreover, respondents to the market investigation indicate that other producers of 
non-scripted AV content compete clo sely with Banijay and ESG . For example, o ne 
responden t indicate s that Fremantle also has a significant catalogue of globally 
recognized IPR. Another highlighted that ITV has creative talent similar to the 
Parties .138 
(300)  With regard to the possibility to enter t he market within a short timeframe and 
without incurring significant additional costs, the Commission considers that there 
are conflicting indications provided by market respondents.   
(301)  Sixth , respondents to the market investigation indicate that broadcaste rs have 
relatively strong bargaining power .139 One producer notes that , in the market for the 
production of audio -visual content , the broadcaster often h as a stronger bargaining 
power than the supplier, and that this will remain unchanged post -Transaction . 
Another producer notes that this is a “buyer market” since there are only 4 customers 
and more than 50 producers.  
(302)  Finally, most of the respondents to the market investigation consider that 
broadcasters would have counterstrategies  should the merged entity worsen the 
terms and conditions at which it produces tailormade  non-scripted AV content, for 
example by bundling the sale of non -scripted tailormade  AV content  or increasing 
prices .140 For example, o ne respondent notes that broadcas ters could r ely on other 
international production companies, I TV and Freemantle, as well as expanding in -
house productions.  
(303)  The ability of broadcasters to rely on in -house production is further supported from 
an analysis of the market shares including in -house productions. NENT, SVT and 
                                                 
136  Replies to questionnaire Q16 to Broadcasters – Sweden, question 37; questionnaire Q15 to Producers – 
Sweden, question 34.  
137  Replies to questionnaire Q16 to Broadcasters – Sweden, question 38; questionnaire Q15 to Producers – 
Sweden, question 35.  
138  Replies to questionnaire Q8 to Broadcasters – Italy, question s 42 and 43 ; questionnaire Q7 to Producers – 
Italy, question s 39 and 40.  
139  Replies to questionnaire Q16 to Broadcasters – Sweden, question 44; questionnaire Q15 to Producers – 
Sweden, question 41.  
140  Replies to questionnaire Q8 to Broadcasters – Italy, question 49; questionnaire Q7 to Producers – Italy, 
question 46.  
 
 
55 Bonnier in -house productions  accounted for respectively [10-20]%, [ 20-30]% and 
[5-10]% of the non -scripted productions in Sweden  in 2018.141 
5.9.3.3.  Scripted AV content – horizontal non -coordinated effects in Sweden  
(304)  The Commission con siders that, for the reasons set out below, the Transaction does 
not raise serious doubts as to its compatibility with the internal market in relation to 
horizontal non -coordinated effects in the market for the production of tailormade 
non-scripted AV cont ent and its sub -segments in Sweden . 
(305)  The results of the market investigation provided conflicting views on whether  the 
Transaction would have a negative or neutral impact on the respondents142 and the 
market for the production of tailormade scripted AV conten t.143  
(306)  However, there are several reasons why the Commission considers that, despite these 
views , the Transaction will not raise serious doubts as to its compatibility with the 
internal market in Sweden . 
(307)  First, the merged entity’s combined market share in th e Swedish production of 
tailormade  scripted AV content, excluding captive/in -house production, is moderate 
([20-30]%). 
(308)  First, the Commission notes that the merged entity’s relevant combined market share 
in the relevant segments i n Sweden are moderate: [20-30]% in the production of 
scripted AV content excluding captive a nd in -house production overall , of [0-5]% in 
the tailormade production for hire and [20-30]% in commissioned production (both 
excluding captive and in -house production).  The markets would  not even be affected 
if captive/in -house production were to be included.   
(309)  Second,  alternative providers would remain in the market for the  production of 
tailormade non -scripted AV content, excluding captive/in -house production and its 
sub-segments post -Transaction, including the international producer NENT, 
Anagram and Art&Bob with market shares of respectively, [10-20]% , [10-20]%  and 
[10-20]% . 
(310)  Third , the market investigation show that the Parties do not represent a significant 
share of the broadcasters’ spent in scripted AV content by value and volume.144 
Based on the data submitted by customers, the purchasing shares show that, first, 
those data are not significantly different compared to the market shares  estimates  
submitted by the Parties ,  which confirm s that the market shares submitted by the 
Parties reflect the market reality , and, second, that none of the broadcasters is 
entirely dependent on Banijay and/or ESG.  
                                                 
141  The data would not significantly change when assessing previous years. In 2017, NENT, SVT and 
Bonnier in -house productions accounted for respectively [10 -20]%, [20 -30]% and [5 -10]% of the non -
scripted productions in Italy. In 2016, NENT, SVT and Bonnier in -house productions accounted for 
respectively [10 -20]%, [20 -30]% and [5 -10]% of the non -scripted productions in Sweden.  
142  Replies to questionnaire Q16 to Broadcasters – Sweden , question 72; questionnaire Q15 to Producers – 
Sweden , question 67.  
143  Replies to questionnaire Q16 to Broadcasters – Sweden , question 74; questionnaire Q15 to Producers – 
Sweden , question 69.  
144  Annex I to questionnaire Q7 to Broadcasters – Italy. 
 
 
56 (311)  Fourth , respondents to the market investigation indicate that the main parameters 
that they consider relevant when procuring or supplying tailormade  scripted AV 
content are the price and talent.145 When considering such parameters, respondents 
indicate that other producers in Sweden would have a similar position  to Banijay and 
ESG .146 One respon dent notes that Art and Bob, Anagram and TV4 are competing 
on a more similar basis. Another respondent indicate that also ITV, FLX and Nexico 
have similar capabilities, in particular in terms of talent.  Moreover, respondents to 
the market investigation ind icate that other producers of non -scripted AV content 
compete closely with Banijay and ESG .147 
(312)  Fifth , most of the respondents consider likely that a new entrant will start producing 
scripted AV content  in Sweden .148 Fremantle considers that t here is a high dem and 
for scripted content thus it must be considered likely that new entrants will try to 
develop and produce scripted content.  Another respondent notes that the market is 
still growing and the appetite from the commissioners remain strong . 
(313)  Sixth, most  of the respondents to the market investigation indicate that broadcasters 
have relat ively a strong bargaining power .149 One producer notes that in the market 
for the production of audio -visual content the broadcaster often h as a stronger 
bargaining power than the supplier, and that this will remain unchanged post -
Transaction . Another producer notes that this is a “buyer market” since there are 
only 4 customers and more than 50 producers.  
(314)  Finally, most of the respondents to the market investigation consider that  
broadcasters would have counterstrategies  should  the merged entity worsen the 
terms and conditions at which it produces commissioned non -scripted AV content, 
for example by bundling the sale  of non -scripted commissioned AV content or 
increasing prices .150 For example, o ne competing producers notes that broadcasters 
are unlikely to buy content that does  not fit their needs. Two broadcasters consider 
that they could partner with local producers or expand in -house productions.  
(315)  The ability of broadcasters to rel y on in -house production is further supported from 
an analysis of the market shares including in -house productions. NENT, SVT and 
Bonnier in -house productions accounted for respectively [10-20]% , [10-20]% and 
[10-20]% of the non -scripted productions in Swe den in 2018.151 
                                                 
145  Replies to questionnaire Q16 to Broadcasters – Sweden, question 56; questionnaire Q15 to Producers – 
Sweden, question 51.  
146  Replies to questionnaire Q16 to Broadcasters – Sweden, question 57; questionnaire Q15 to Producers – 
Sweden, question 52.  
147  Repl ies to questionnaire Q16 to Broadcasters – Sweden, questions 61 and 62; questionnaire Q15 to 
Producers – Sweden, questions 56 and 57.  
148  Replies to questionnaire Q16 to Broadcasters – Sweden, question 70; questionnaire Q15 to Producers – 
Sweden, question 65.  
149  Replies to questionnaire Q16 to Broadcasters – Sweden, question 63; questionnaire Q15 to Producers – 
Sweden, question 58.  
150  Replies to questionnaire Q16 to Broadcasters – Sweden, question 68; questionnaire Q15 to Producers – 
Sweden, question 63.   
151  The data would not significantly change when assessing previous years. In 2017, NENT, SVT and 
Bonnier in -house productions accounted for respectively [5 -10]%, [10 -20]% and [10 -20]% of the non -
scripted productions in Italy. In 2016, NENT, SVT and Bonnie r in-house productions accounted for 
respectively [10 -20]%, [10 -20]% and [5 -10]% of the non -scripted productions in Sweden.  
 
 
57 5.9.3.4.  Conclusion  
(316)  In light of the above, the Commission concludes that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in Sweden as a result 
of horizontal unilateral effects in the market for the produc tion of tailormade non -
scripted AV content, (both excluding captive and in -house production), nor as a 
result of horizontal unilateral effects in the market for the production of tailormade 
scripted AV content,  (both excluding captive and in -house product ion), including 
the narrower market segments for the tailormade production for hire and 
commissioned production (both excluding captive and in -house production) . 
6. CONCLUSION  
(317)  For the above reasons, the Commission has decided not to oppose the notified 
operation and to declare it comp atible with the internal market  and with the EEA 
Agreement . This decision is adopted in application of Article 6(1)(b) of the Merger 
Regulation  and Article 57 of the EEA Agreement . 
For the Commission  
 
 
(Signed)  
Margrethe VES TAGER  
Executive  Vice-President