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, 15.7.2019  
C(2019 ) 5434 final  
PUBLIC VERSION  
 
To the notifying party  
Subject : Case M.9370 – Telenor/DNA  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area 2 
Dear Sir or Madam,  
(1) On 7 June 2019 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Telenor ASA 
(“Telenor”, Norway) acquires sole control of the whole of DNA Plc (“DNA”, 
Finland) within the meaning of Article 3(1)(b) of the Merger Regulation (the 
“Transaction”)3. Telenor is  designated hereinafter as the “Notifying Party”, while 
Telenor and DNA 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 introduced certain changes, such as the replacement of 
'Community' by 'Union' and 'common market' by 'internal market'. The terminology of the TFEU will be 
used throughout this decision.  
2  OJ L 1, 3.1.1994, p . 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 2 03, 17.6.2019, p. 6. 
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information omitted has been replaced by 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) Telenor  is a telecommunications operator based in Norway. It pro vides mobile and 
fixed telecommunications services in Norway, Denmark and Sweden, and limited 
mobile telecommunications services in Finland. It also provides TV distribution 
services in Norway, Denmark, Finland and Sweden. Outside the EEA, Telenor 
provides  mobile telecommunications services in Asia.  
(3) DNA  is a telecommunications operator based in Finland. It provides mobile and 
fixed telecommunications services, broadband services and TV distribution services 
in Finland. DNA’s telecommunications activities ou tside of Finland are limited.  
DNA is listed on the Helsinki Stock Exchange and is not directly or indirectly 
controlled by any persons or person. Finda Telecoms Oy, a 100% subsidiary of 
Finda Oy, is the largest shareholder  of DNA , holding a 28.26% sharehol ding 
interest. PHP Holding Oy is the second largest shareholder, holding a 25.78% 
shareholding interest. The remainder of DNA’s shares are widely dispersed.  
2. THE CONCENTRATION  
(4) Telenor Mobile Holdings AS (a wholly owned subsidiary of Telenor) has signed two 
separate Share Purchase Agreements on 9 April 2019: one with Finda Telecoms Oy 
and Finda Oy and the other with PHP Holding Oy (together, the "SPAs"). Pursuant 
to the SPAs, Telenor will acquire 28.26% and 25.78% of the issued and outstanding 
shares in DNA f rom Finda Telecoms Oy and PHP Holding Oy, respectively.  
(5) On 6 May 2019, the general meetings of Finda Telecoms Oy and PHP Holding Oy 
approved the transactions contemplated under the SPAs.  
(6) Upon closing of the transactions contemplated under the SPAs, Teleno r is obligated 
to launch a mandatory takeover bid for all remaining issued and outstanding shares 
in DNA in accordance with the Finnish Securities Markets Act.  
(7) Following the Transaction, Telenor will own (at least) 54.04% of the issued and 
outstanding shar es in DNA .  
(8) Therefore, the Transaction consists of the acquisition of sole control by Telenor over 
DNA within the meaning of Article 3(1)(b) of the Merger Regulation.  
3. EU DIMENSION  
(9) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million4 (Telenor: EUR 11 437  million; DNA : EUR 912 
million; combined: EUR 12 349  million; in 2018) . Each of them has an EU -wide 
turnover in excess of EUR 250 million  (Telenor: EUR […]; DNA : EUR […]; 
combined: EUR […]; in 2018) , but they do not achieve more than two -thirds of their 
aggregate EU -wide turnover within one and the same Member State.  
(10) The Transaction  therefore has an EU dimension  pursuant to Article 1(2) of the 
Merger Regulation . 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
3 4. RELEVANT MARKETS  
4.1. Introduction  
(11) The Pa rties’ activities overlap in the areas of: (i) retail supply of TV services, (ii) 
wholesale acquisition of TV channels and (iii) machine -to-machine (“M2M”) mobile 
subscriptions to business customers  only in Finland giving rise to a number of 
affected marke ts, as described in Section 5.2. , paragraph 86 below . 
(12) In addition, the Parties are present in the areas of: (i) wholesale international 
roaming services and (ii) wholesale call termination services on fixed and mobile 
networks. Those services are verticall y linked to the (i) retail supply of mobile 
telecommunications services and (ii) retail supply of fixed telephony services.  This 
gives rise to a number of vertically affected markets, as des cribed in Section 5.2 ., 
paragraph 87 below.  
4.2. Market for retail supp ly of TV services  
(13) In the market for the retail supply of TV services, TV distributors provide end users 
with TV services, which typically consist of: (i) linear TV channels or packages of 
linear TV channels ( the latter either acquired or produced themselve s); and (ii) 
content aggregated in non -linear services, such as Subscription Video on Demand 
(“SVOD”), Transactional VOD (“TVOD”) and Advertising VOD (“AVOD”). Linear 
and non -linear TV services can be delivered to end users through several platforms 
includ ing cable, satellite (“direct -to-home” or “DTH”), mobile, terrestrial (“digital 
terrestrial television” or “DTT”), IPTV and as an Over -the-Top (“OTT” ) service.  
Finally, TV services can be delivered to end users living in single dwelling units 
(“SDUs”) or m ulti dwelling units (“MDUs”).  
(14) DNA offers retail TV services in Finland to end consumers via cable, mobile, IPTV, 
OTT and DTT. Telenor is active in the retail supply of TV services in Finland , via its 
subsidiary Canal Digital, offering retail TV services to  end customers  via DTH only.  
4.2.1.  Product market definition  
(15) The Notifying Party submits that the Transaction should be assessed on the basis of 
an overall market for the retail supply of TV services in Finland. In particular, the 
Notifying Party considers that it is not appropriate to sub -divide the market for the 
retail supply of TV services along the lines assessed in previous investigations , 
including on the basis of distribution technology/platform, nature of TV services (i.e. 
pay TV and free-to-air (“ FTA ”) TV, linear and non -linear services), or by type of 
dwelling unit . The main reasons put forward by the Notifying Party  are as follows : 
(i) all technical forms of TV distribution are substitutable at least to some extent and 
all customers have access to more  than one alternative form of TV distribution, (ii) 
from the viewpoint of end users there is substitutability among distributors of FTA 
channels, which traditionally represent over 90% of total viewing in Finland, and 
pay TV channels, (iii) linear and non -linear services have converged to the extent 
that it has become increasingly difficult to distinguish between them, and (iv) a 
segmentation by type of dwelling unit would not be appropriate because there are no 
significant differences of price, content or technological distribution platforms 
between MDUs  and SDUs.  
 
4 (16) The Notifying Party concludes that the product market definition can be left open as 
the Transaction does not give rise to competition concerns on the basis of any 
plausible market definition of t he relevant product market.  
(17) In the past, the Commission considered the retail provision of free -to-air (FTA) TV 
and pay TV services as separate markets, but ultimately left open the product market 
definition.5 The Commission also considered whether  the provision of  pay retail TV 
can be segmented further according to: (i) linear vs non -linear pay TV services6; and 
(ii) according to distribution technologies (e.g. cable, OTT, satellite, IPTV or 
terrestrial)7; and (iii) basic pay TV  services vs premium  pay TV  services8 but has left 
open the market definition with regard to each of these potential sub -segments. The 
Commission has also previously considered whether retail TV services to SDUs and 
MDUs form part of the same product market but ultimately lef t the exact product 
market definition  open.9 
(18) Most of the respondents to the market investigation indicated that the market for 
retail supply of TV services in Finland should not be segmented into (i) linear and 
non-linear services10 or by (ii) distribution technologies.11 
(19) With regard to a potential segmentation in FTA and pay TV  services, the 
respondents to the market investigation provided mixed responses. While some 
respondents pointed to the different dynamics of these segments, most respondents 
did not co nsider FTA and pay TV  services to be different markets , because both 
                                                 
5  Commission decision of 18 July 2007 in case M.4504 – SFR/Té lé 2 France , recital 40, and Commission 
decision of 25 June 2008 in case M.5121 – News Corp/Premiere , recital 20. See also Commission 
decision of 8 December 2018 in case M.8842 – Tele2/Com Hem Holding , paragraph 35; Commission 
decision of 7 April 2017 in c ase M.8354 – Fox/Sky , paragraph 97; Commission decision of 3 August 2016 
in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 56; Commission decision of 24 February 
2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital 119 -120; Commission 
decision of 25 June 2008 in case M.5121 – News Corp/Premiere , recitals 15 and 21; and Commission 
decision of 30 May 2018  in case M.7000 – Liberty Global/Ziggo , paragraph  71. 
6  Commission decisions of 8 December 2018 in case M.8842 – Tele2/Com H em Holding , paragraph 35; 
Commission decision of 6 February 2018 in case M.8665 – Discovery/Scripps , paragraph 33; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky, paragraphs 98 and 99 ; Commission decision of 3 
August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 58; Commission decision of 
24 February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital 124; 
Commission decision of 25 June 2008 in case M.5121 – News Corp/Premiere, recital 21; and Commissi on 
decision of 30 May 2018  in case M.7000 – Liberty Global/Ziggo, paragraph  72. 
7  Commission decision of 8 December 2018 in case M.8842 – Tele2/Com Hem Holding , paragraph 35; 
Commission decision of 6 February 2018 in case M.8665 – Discovery/Scripps , paragraph 33; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky, paragraph 100 ; Commission decision of 3 August 
2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 62; Commission decision of 24 
February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media, recital 127. Commission 
decision of 25 June 2008 in case M.5121 – News Corp/Premiere , recital 22; Commission decision of 21 
December 2010 in case M.5932 – News Corp/BskyB, recital 105. Commission decision of 30 May 2 018 in 
case M.7000 – Liberty Global/Ziggo , paragraph  137. 
8  Commission decision of 24 February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver 
Media , recital 119.  
9  Commission decision of 8 December 2018 in case M.8842 – Tele2/Com Hem Holding , paragraph 36; 
Commission decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland , paragraphs 
92-96. 
10  See replies to questionnaire Q1 – Questionnaire to competitors, questions 7 and 7.1.  
11  See replies to questionnaire Q1 – Questionnair e to competitors, questions 3 -4; replies to questionnaire Q3 
– Questionnaire to customers of TV distribution services, questions 3 and 3.1.  
 
5 FTA and pay TV  channels are consumed in bundles and have the same viewer 
base.12 
(20) As for a potential segmentation between basic pay TV  services and premium pay TV  
services, the respondents to the market investigation provided mixed responses as 
well. Some respondents pointed to the fact that a clear distinction between the two 
would not be possible, while others stated that there is no basic pay TV  per se in 
Finland and that the distinction is rather between FTA and premium pay TV .13 
(21) Regarding the possible segmentation by type of dwelling unit, the result of the 
market investigation is mixed as well. Most of the respondents did not consider this 
segmentation appropriate, while some pointed to the fact that the differentiation 
might be relevant for FTA channels, while for pay TV , each household enters into 
individual contracts, regardless of the type of dwelling unit. 14 
(22) The Commission considers that for the purposes of this Decision the  question  
whether  (i) FTA services and pay TV services, (ii) linear pay TV services and non -
linear pay TV services, (iii) different distribution technologies, (iv) basic pay TV 
services and premium pay TV services, and (v) SDUs and MDUs belong to the same 
product m arket can be left open, as the Transaction does not raise serious doubts as 
to its compatibility with the internal market under any of the possible market 
definition s above . 
4.2.2.  Geographic market definition  
(23) The Notifying Party submits that, in line with the Commission’s previous 
decisions15, the market for retail supply of TV services is national in scope,  based on 
the following reasons: (i) suppliers of retail TV services compete on a national basis 
for end -customers; (ii) the Parties offer their Finnish TV cha nnels for end -customers 
in Finland only; (iii) regulatory regimes for the retail supply of TV services are 
national; and (iv) many TV offerings are influenced by national cultural factors and 
domestic end -customer preferences.  
(24) The Notifying Party conclude s that the geographic market definition can be left open 
in this case as the Transaction does not give rise to competition concerns on the basis 
of any plausible geographic market definition.  
(25) In previous decisions, the Commission has considered the geographic scope of the 
market as national, primarily since suppliers of retail TV services compete on a 
                                                 
12  See replies to questionnaire Q1 – Questionnaire to competitors, questions 5 and 5.1.  
13  See replies to questionna ire Q1 – Questionnaire to competitors, questions 6 and 6.1.  
14  See replies to questionnaire Q1 – Questionnaire to competitors, questions 8 and 8.1; replies to 
questionnaire Q3 – Questionnaire to customers of TV distribution services, questions 4 and 4.1.  
15  Commission decision of 8 December 2018 in case M.8842 – Tele2/Com Hem Holding , paragraph 41; 
Commission decision of 26 February 2007 in case M.4521 – LGI/Telenet , recital 25; Commission 
decision of 24 February 2015 in case M.7194 – Liberty Global/Corelio /W&W/De Vijver Media , recital 
139; Commission decision of 25 June 2008 in case M.5121 – News Corp/Premiere , recital 24; 
Commission decision of 25 January 2010 in case M.5734 – Liberty Global Europe/Unitymedia , recitals 40 
and 43; Commission decision of 21 December 2010 in case M.5932 – NewsCorp/BSkyB , recital 109; 
Commission decision of 21 December 2011 in case M.6369 – HBO/Ziggo/HBO Nederland , recital 42; 
Commission decision of 15 April 2013 in case M.6880 – Liberty Global/Virgin Media , recital 54; 
Commiss ion decision of 30 May 2018  in case M.7000 – Liberty Global/Ziggo , paragraph 140 . 
 
6 national basis, or limited to the coverage area of each operator.16 The market 
investigation in  this case has not provided any indication that the Commission 
should depart from its previous findings.  
(26) Therefore, for the purposes of this Decision, the Commission considers that the 
relevant market for the retail supply of TV services is national in sco pe. 
4.3. Market for wholesale acquisition of TV channels  
(27) In the market for wholesale acquisition of TV channels, TV distributors acquire the 
right to distribute TV channels from TV broadcasters. Some TV distributors are 
vertically integrated and distribute thei r own channels directly to the end -customers. 
Most broadcasters provide the same or a similar set of TV channels to several TV 
distributors.  
4.3.1.  Product market definition  
(28) The Notifying Party submits that the Transaction should be assessed on the basis of 
an ov erall market for the whol esale acquisition of TV channels. The Notifying Party 
considers that a further segmentation of the market into FTA and pay TV  channels, 
by genre (e.g. films, sports, news, youth, etc.), or by the type of infrastructure used  is 
not appropriate . 
(29) With regard to a possible segmentation into FTA and pay TV  channels, the 
Notifying Party submits as one of its arguments against a distinction into different 
markets that TV distributors’ negotiations with broadcasters supplying TV channels 
usually cover all their channels at the same time. With regard to a possible 
segmentation by genre, the Notifying Party points out that any lack of 
substitutability between e.g. news and sports channels is compensated by the 
versatility of the main FTA chann els, which account for a substantial portion of total 
viewing time and which include content from all genres in the same channels and 
due to the development of OTT services and TV streaming, viewers are able to look 
for content of a certain genre on the ge neralist channels, thus increasing the 
substitutability with the more specialised channels. Finally, with regard to a possible 
segmentation by infrastructure used, the Notifying Party points out that in Finland, a 
wholesale purchaser of TV channels broadca sting on several distribution 
platforms/technologies does not negotiate different contracts for each type of 
infrastructure, but rather as a whole package.  
(30) The Notifying Party concludes that the product market definition can be left open in 
this case as t he Transaction does not give rise to competition concerns on the basis 
of any plausible product market definition.  
(31) In previous decisions , the Commission considered whether the market for wholesale 
acquisition of TV channels can be segmented further accordi ng to: (i) FTA channels 
and pay TV  channels, (ii) genres; (iii) by the type of infrastructure used,  or (iv) linear 
                                                 
16  See footnote 15.  
 
7 TV channels and non -linear  services , but has left open the m arket definition with 
regard to each of these potential sub -segments.17 
(32) Most compe titors and most TV broadcasters who participated in the market 
investigation did not consider that the market for wholesale acquisition of TV 
channels should be segmented further.18 Some competitors however consider ed that 
the wholesale market should be seg mented between FTA channels and premium pay 
TV channels.19 Moreover, while most TV broadcasters consider ed that OTT is 
increasingly becoming an alternative to other distribution technologies, the Finnish 
public broadcaster Yle submitted  that distribution pl atforms are not substitutive to 
each other, because all of them are needed in order to reach all audiences.20 
(33) The Commission considers that for the purposes of this Decision the exact product 
market definition can be left open, as the Transaction does not r aise serious doubts as 
to its compatibility with the internal market under any possible market definition.  
4.3.2.  Geographic market definition  
(34) The Notifying Party submits that the geographic scope of the market is national, 
because the Finnish -speaking region is limited to Finland itself and most distributors 
cover the Finnish territory. However, it submits that the market definition can be left 
open in the present case.  
(35) The Commission has previously considered the market for the wholesale acquisition 
of TV channe ls to cover either a Member State21, a linguistic region distributed over 
several states22, or a sub -national region defined by the footprint of a certain 
distribution network23. In certain cases, all three options were envisaged, and the 
market definition was left open.24 
(36) The market investigation indicated that the market could be national and regional  
(i.e. Nordic).25 Finnish competitors indicated that they acquire licensing rights to 
distribute TV channels and/or audiovisual content on a national level, whi le 
international competitors acquire licensing rights mainly on a national, but 
sometimes also on a regional (Nordic) level.26 The suppliers of TV channels (i.e. TV 
                                                 
17  Commission decision of 30 May 2018  in case M.7000 – Liberty Global/Ziggo , paragraph  115; 
Commission decision of 6 February 2018 in case M.8 665 – Discovery /Scripps , paragraph 23; Commission 
decision of 3 August 2016  in case M. 7978  – Vodafone /Liberty Global/Dutch JV , paragraph 180 ; 
Commission decision of 24 February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver 
Media , recital 1 01. 
18  See replies to questionnaire Q1 – Questionnaire to competitors, questions 9 and 9.1; replies to 
questionnaire Q2 – Questionnaire to TV broadcasters, questions 5 and 5.1.  
19  See replies to questionnaire Q1 – Questionnaire to competitors, question 9.1.  
20  See r eplies to questionnaire Q2 – Questionnaire to TV broadcasters, question 5.1.  
21  Commission decision of 30 May 2018  in case M.7000 – Liberty Global/Ziggo , paragraph 121. 
22  Commission decision of 6 February 2018 in case M.8 665 – Discovery /Scripps , paragraph 27. 
23  Commission decision of 24 February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver 
Media , paragraph 108.  
24  Commission decision of 7 April 2017  in case M.8 354 – Fox/Sky, paragraph 89. 
25  See replies to questionnaire Q1 – Questio nnaire to competitors, questions 10 and 10.1; replies to 
questionnaire Q2 – Questionnaire to TV broadcasters, questions 6 and 6.1.  
26  See replies to questionnaire Q1 – Questionnaire to competitors, question 10.  
 
8 broadcasters) distribute their channels mainly on a national and regional (Nordic) 
level, bu t some also in the linguistic region or on EEA or worldwide level.27  
(37) The Commission considers that for the purposes of this Decision the exact 
geographic market definition can be left open, as the Transaction does not raise 
serious doubts as to its compatibility with the internal market under any possible 
market definition.  
4.4. Market for retail supply of mobile telecommunication services  
(38) Mobile telecommunications services to end customers include services for national 
and international voice calls, SMS (including MMS and other messages), mobile 
internet with data services, and retail international roaming services.28 A possible 
segment of the market for retail mobile telecommunications services includes 
machine -to-machine (“M2M”) subscriptions. These allo w machines, devices, 
appliances, etc., to connect wirelessly to the internet via mobile networks, or other 
technologies, permitting the transmission and receipt of data to a central server.  
4.4.1.  Product market definition  
(39) The Notifying Party submits that M2M sub scriptions to business customers are a 
separate segment of the overall market for retail mobile telecommunications 
services, but does not take a position on the relevant product market apart from that . 
(40) In previous decisions, the Commission has considered t hat there is an overall retail 
market for mobile telecommunications services constituting a separate market from 
retail fixed telecommunication services.29 The Commission did not further segment 
the overall retail mobile market based on the type of service (voice calls, SMS, 
MMS, mobile Internet data services), or the type of network technology. The 
Commission considered possible segments of the overall retail market for mobile 
telecommunication services between pre -paid or post -paid services and private 
customers or business customers, concluding that these did not constitute separate 
product markets but represent rather market segments within an overall retail 
market.30 The Commission also considered whether M2M subscriptions constitute a 
separate product ma rket or a segment of the market for retail mobile 
telecommunications services, and concluded that the overall retail  mobile  market 
excludes M2M services.31 
                                                 
27  See replies to questionnaire Q2 – Question naire to TV broadcasters, question s 6, 7 and 7.1 . 
28  Commission decision of 30 May 2018  in case M.7000 – Liberty Global/Ziggo , paragraph 199. 
29  Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recital 252; 
Commission decision of 30 May 2018  in case M.7000 – Liberty Global/Ziggo , paragraph  207 and 
Commission decision of 2 July 2014 in case M.7018 – Telefónica Deutschland/E -Plus, recital 64.  
30  Commission decision of 1 September 2016 in case M.7 758 – Hutchison 3G Italy/Wind/JV , recital 162; 
Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 
74; Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 
255, 261, 270, 279, 287; Commission decision of 2 July 2014 in case M.7018 – Telefónica 
Deutschland/E -Plus, recitals 31 to 55; Commission decision of 30 May 2018  in case M.7000 – Liberty 
Global/Ziggo , paragraphs 201 and 207 ; Commission decision of 28 May 2014 in case M.6 992 – 
Hutchison 3G UK/Telefónica Ireland , recital 141; Commission decision of 12 December 2012 in case 
M.6497 – Hutchison 3G Austria/Orange Austria , recital 58.  
31  Commission decision of 27 November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , recitals 223 and 
224. 
 
9 (41) The market investigation in this case did not provide any new elements justifying a 
departure from Co mmission's previous decisions .32 
(42) For the purpose of this Decision, the  Commission therefore concludes that M2M 
subscriptions constitute a separate market. As for the market for the provision of 
retail mobile telecommunications services, the exact product mar ket definition can 
be left open as the Transaction does not raise serious doubts as to its compatibility 
with the internal market under any possible market definition.  
4.4.2.  Geographic market definition  
(43) The Notifying Party does not take a position on the geograp hic scope of the market 
for retail mobile telecommunications services . As for the market  for M2M 
subscriptions, the Notifying Party submits that it is national in scope.  
(44) In previous decisions, the Commission has found that the markets for mobile 
telecommun ication services to end consumers are national in scope.33 It has not 
addressed the geographic scope of M2M subscripitons in previous decisions.  
(45) Most respondents to the market investigation did not take a view on the geographic 
market definition of this mar ket. However, one respondent submitted that the market 
for mobile telecommunications services as well as the market  for M2M subscriptions 
might be pan -Nordic in scope, i.e. including Finland, Norway, Denmark and 
Sweden. This is because business customers w ho are active at a pan -Nordic level 
seek M2M services at the same level.34 
(46) For the purpose of this Decision, the Commission concludes that the the market for 
the provision of retail mobile telecommunications services is national in scope. As 
for the market for M2M subscriptions, the exact geographic market definition can be 
left open  as the Transaction does not r aise serious doubts as to its compatibility with 
the internal market under any possible market definition.  
4.5. Market for retail supply of fixed telephony services  
(47) On the market for retail supply of fixed telephony services, operators provide fixed 
voice servi ces to end customers.  In line with previous Commission decisions, fixed 
voice services include the provision of connection services or access at a fixed 
location or address to the public telephone network for the purpose of making and 
receiving calls and related services.  
                                                 
32  See replies to questionnaire Q1 – Questionnaire to competitors, questions 13 and 13.1.  
33  Commission decision of 27 November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , recital 234; 
Commission decision of 1 September 2016 in case M.7758 – Hutch ison 3G Italy/Wind/JV , recital 166; 
Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 
76; Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 
293; Commission decision o f 30 May 2018  in case M.7000 – Liberty Global/Ziggo , paragraph 211; 
Commission decision of 2 July 2014 in case M.7018 – Telefónica Deutschland/E -Plus, recital 74; 
Commission decision in case M.6497 – Hutchison 3G Austria/Orange Austria , recital 73; Commiss ion 
decision in case M.5650 – T Mobile/Orange UK , paragraphs 25 and 26 and Commission decision of 28 
May 2014 in case M.6992 – Hutchison 3G UK/Telefónica Ireland , recital 164.  
34  See replies to questionnaire Q1 – Questionnaire to competitors, questions 13 and 13.1.  
 
10 4.5.1.  Product market definition  
(48) The Notifying Party does not take a position on the relevant product market.  
(49) In previous decisions35, the Commission considered whether a distinction between 
local/national and international calls as well as betwe en residential and non -
residential customers should be drawn on the basis of the distinctions in the 
Commission Recommendation 2003/311/EC but ultimately left the exact product 
market definition open.  
(50) More recently, the Commission also considered that mana ged Voice over Internet 
Protocol ("VoIP") services and traditional telephony are interchangeable and 
therefore belong to the same market.36 In Liberty Global/Ziggo37 the Commission 
left the exact market definition open (and in particular whether there is a s eparate 
market for residential and non -residential customers, as well as whether VoIP and 
traditional fixed telephony belong to the same market) while in Liberty 
Global/BASE38 and in Vodafone/Liberty Global/Dutch JV39 the Commission 
considered that an overal l retail market for fixed telephony services exists.  
(51) The market investigation in this case did not provide any new elements justifying a 
departure from Commission's previous decisions .40 
(52) For the purpose of this Decision, the exact product market definition  can be left open 
as the Transaction does not give rise to serious doubts as to its compatibility with the 
internal market under any possible market definition.  
4.5.2.  Geographic market definition  
(53) The Notifying Party does not take a position on the relevant geogr aphic market.  
(54) In its previous decisions, the Commission concluded that the retail market for the 
provision of fixed telephony services was national in scope.41  
(55) Most respondents to the market investigation did not take a view on the geographic 
scope of this  market. However, one respondent considered the market to be  narrower 
than national , while another submitted that business customers that operate in more 
                                                 
35  Commission decision of 7 September 2005 in case M.3914 – Tele2/Versatel , paragraph 10; Commission 
decision of 29 June 2010 in case M.5532 – Carphone Warehouse/Tiscali UK , paragraphs 35 and 39; 
Commission decision of 9 January 2010 in case M.5730 – Telefónica/Hansenet Telekommunikation , 
paragraphs 16 and 17 . 
36  Commission decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland , paragraph 
131. 
37  Commissio n decision of 30 May 2018  in case M.7000 – Liberty Global/Ziggo , paragraph 147. 
38  Commission decision of 4 February 2016 in case M.7637 – Liberty Global/BASE Belgium , recital 69.  
39  Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Glo bal/Dutch JV , paragraph 
26. 
40  See replies to questionnaire Q1 – Questionnaire to competitors, questions 13 and 13.1.  
41  Commission decision of 30 May 2018  in case M.7000 – Liberty Global/Ziggo , paragraph 150; 
Commission decision of 19 May 2015 in case M.7 421 – Orange/Jazztel , recital 37; Commission decision 
of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 29.  
 
11 than one Nordic country require pan -Nordic mobile and fixed telecommunication 
services.42 
(56) For the purpo se of this Decision, the exact geographic market definition in relation 
to the provision of retail supply of fixed telephony  services can be left open as the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market under a ny possible market definition.  
4.6. Market for wholesale international roaming services  
(57) International roaming services allow mobile telecommunications subscribers to 
make and receive calls and use other services such as SMS and data services when 
abroad. To be able to offer this service to their customers, MNOs conclude 
wholesale agreements with other MNOs providing access and capacity on mobile 
networks in their respective countries. Demand for wholesale international roaming 
services comes from MNOs who wish t o provide their own customers with mobile 
services outside their own network. At a downstream level, retail customers demand 
access to mobile telecommunications services when abroad.  
4.6.1.  Product market definition  
(58) The Notifying Party submits, in accordance with  Commission practice, that there is a 
market for the provision of wholesale international roaming services . 
(59) In previous decisions, the Commission has  considered a separate product market for 
wholesale international roaming services comprising both terminat ing calls and 
originating calls.43 
(60) The market investigation in this case did not provide any new elements justifying a 
departure from Commission's previous decisions .44 
(61) Therefore, t he Commission retains its previous product market definition of a 
wholesale market for international roaming services  comprising both terminating and 
originating calls . 
4.6.2.  Geographic market definition  
(62) The Notifying Party submits, in accordance with Commission practice, that the 
market for the provision of wholesale international roami ng services is national 
scope.  
(63) In previous decisions, the Commission found that the wholesale market for 
international roaming services is national in scope, given that wholesale international 
agreements can be concluded only with companies which have an operating licence 
                                                 
42  See replies to questionnaire Q1 – Questionnaire to competitors, questions 13 and 13.1.  
43  Commission decision of 8 Oc tober 2018 in case M.8842 – Tele2/Com Hem Holding , paragraph 82; 
Commission decision of 27 July 2018 in case M.8883 – PPF Group/Telenor Target Companies , 
paragraph 40; Commission decision of 1 September 2016 in case M.7758 – Hutchison 3G Italy/Wind/JV , 
recitals 182 -184; Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G 
Austria/Orange Austri a, recital 64.  
44  See replies to questionnaire Q1 – Questionnaire to competitors, questions 11 and 11.1.  
 
12 in the relevant country and the licences to provide mobile services are restricted to a 
national territory.45 
(64) Most  respondents to the market investigation did not take a view on the geographic 
market definition.  One respondent however considered that the market might be pan -
Nordic, because the demand for suc h services from both consumers and business 
customers is pan -Nordic.46 
(65) The Commission concludes that the market s for wholesale international roaming 
services are national.  
4.7. Market for wholesale mobile call termination services  
(66) Call termination is the service  provided by network operator B to network operator 
A whereby a call originating on operator A's network is delivered to a user on 
operator B's network. Call termination therefore allows users of different networks to 
communicate with one another. Call ter mination is a wholesale service that the 
various network operators provide to one another on the basis of interconnection 
agreements, upstream of the provision of communication services to end customers.  
4.7.1.  Product market definition  
(67) The Notifying Party does n ot take a position on the relevant product market but 
instead refers to the Commission’s previous decisions where it has defined the 
relevant market as the provision of wholesale call termination services  on mobile 
networks . 
(68) As established in previous Comm ission decisions47, there is no substitute for call 
termination on each individual network since the operator transmitting the outgoing 
call can reach the intended recipient only through the operator of the network to 
which the recipient is connected.  
                                                 
45  Commission decision of 8 October 2018 in case M.8842 – Tele2/Com Hem Holding , paragraph 84; 
Commission decision of 27 July 2018 in case M.8883 – PPF Group/Telenor Target Companies , 
paragraph 43; Commission decision of 28 May 2014 in case M.6992 – H3G/Telefónica Ireland , recital 
151; Commission decision of 20 September 2013 in case M. 6990 – Vodafone/Kabel Deutschland , recital 
252; Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G Austria/Orange Austria , 
recital 78; Commission de cision of 1 March 2010 in case M.5650 – T-Mobile/Orange , recital 35; 
Commission decision of 20 August 2007 in case M.4748 – T-Mobile/Orange Netherlands , recital 27; 
Commission decision of 26 April 2006 in case M.3916 – T-Mobile Austria/Tele.ring , recital 2 8. 
46  See replies to questionnaire Q1 – Questionnaire to competitors, questions 11 and 11.1 as well as the non -
confidential minutes of the call with Elisa on 13 June 2019.  
47  Commission decision of 27 November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , recital 259; 
Commission decision of 27 July 2018 in case M.8883 – PPF Group/Telenor Target Companies , 
paragraph 26; Commission decision of 1 September 2016 in case M.7758 – Hutchinson 3G Italy/Wind/JV , 
recital 192; Commission decision of 3 August 2016 in cas e M.7978 – Vodafone/Liberty Global/Dutch JV , 
paragraphs 193 and 206; Commission decision of 2 July 2014 in case M.7018 – Teléfonica Deutschland 
/E-Plus, recital 89; Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G 
Austria/Orange Austri a, paragraph 69; Commission decision of 1 March 2010 in case M.5650 – 
TMobile/Orange , paragraph 37; Commission decision of 27 September 2006 in case M.2803 – 
Telia/Sonera , paragraphs 29 and 32; Commission decision of 10 June 2005 in case M.3806 – 
Télefonic a/Cesky , paragraph 16.  
 
13 (69) The m arket investigation in this case did not provide any new elements justifying a 
departure from Commission's previous decisions .48 
(70) The Commission considers that as regards wholesale call termination services, and 
in line with previous decisions, termination o n each individual mobile network 
constitutes a separate product market.  
4.7.2.  Geographic market definition  
(71) The Notifying Party does not take a position on the relevant geographic market but 
instead refers to the Commission’s previous decisions49 where it defined the relevant 
market as national.  
(72) The market investigation in this case did not provide any new elements justifying a 
departure from Commission's previous decisions .50 
(73) The Commission concludes, in line with previous decisions, that the market for 
mobile call  termination services is national in scope, as each wholesale market for 
call termination corresponds to the dimensions of the operator’s network and 
therefore is limited to the national territory of the operator's network.  This is 
primarily due to regulat ory barriers as the geographic scope of a network licence is, 
in principle, limited to areas which do not extend beyond the borders of a Member 
State.  
4.8. Market for wholesale fixed call termination services  
(74) As in the case of call termination on mobile networks, c all termination on fixed 
networks is the service provided by network operator B to network operator A 
whereby a call originating on operator A's network is delivered to a user on operator 
B's network. Call termination therefore allows users of different networks to 
communicate with one another. Call termination is a wholesale service that the 
various network operators provide to one another on the basis of interconnection 
agreements, upstream of the provision of communication services to end cus tomers.  
4.8.1.  Product market definition  
(75) The Notifying Party does not take a position on the relevant product market but 
instead refers to the Commission’s previous decisions where it has defined the 
relevant market as the provision of wholesale fixed call termin ation services.  
(76) As established in previous Commission decisions51, there is no substitute for call 
termination on each individual network since the operator transmitting the outgoing 
                                                 
48  See replies to questionnaire Q1 – Questionnaire to competitors, questions 12 and 12.1.  
49  Commission decision of 27 November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , recital 263; 
Commission decision of 27 July 2018 in case M.88 83 – PPF Group/Telenor Target Companies , 
paragraph 28; Commission  decision of 1 September 2016 in case M.7758 – Hutchison 3G Italy/Wind/JV , 
recital 196; Commission decision of 2 July 2014 in case M.7018 – Telefónica Deutschland/E -Plus, recital 
91; Commissi on decision of 1 March 2010 in case M.5650 – T-Mobile/Orange , paragraph 37; 
Commission decision of 27 November 2007 in case M.4947 – Vodafone/Tele2 Italy/Tele2 Spain , 
paragraph 13; Commission decision of 10 January 2006 in case M.4035 – Télefonica/O2 , para graph 10; 
Commission decision of 10 June 2005 in case M.3806 – Télefonica/Cesky , para. 16 . 
50  See replies to questionnaire Q1 – Questionnaire to competitors, questions 12 and 12.1.  
 
14 call can reach the intended recipient only through the operator of the net work to 
which the recipient is connected.  
(77) The market investigation in this case did not provide any new elements justifying a 
departure from Commission's previous decisions .52 
(78) The Commission considers that as regards wholesale call termination services, and  
in line with previous decisions, termination on each individual fixed network 
constitutes a separate product market.  
4.8.2.  Geographic market definition  
(79) The Notifying Party does not take a position on the relevant geographic market but 
instead refers to the Comm ission’s previous decisions53 where it defined the relevant 
market as national.  
(80) While most respondents to the market investigation did not take a view on the 
geographic market definition, one respondent submitted that the market might be 
narrower than natio nal in scope , since the Finnish regulator Traficom defined fixed 
network termination services as regional geographic markets and concluded that 
there are several companies having significant market power whithin their respective 
regional markets. .54 
(81) The Com mission concludes, in line with previous decisions, that the wholesale 
market for fixed call termination services is national in scope, considering that the 
geographic scope of each wholesale market for call termination should correspond to 
the dimensions of the operator’s network, which is limited to national borders due to 
regulatory barriers.  
                                                                                                                                                      
51  Commission decision of 27 November 2018 in case M.8792 – T-Mobile NL/Tel e2 NL , recital 300; 
Commission decision of 27 July 2018 in case M.8883 – PPF Group/Telenor Target Companies , 
paragraph 32; Commission decision of 1 September 2016 in case M.7758 – Hutchinson 3G Italy/Wind/JV , 
recital 202; Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , 
paragraphs 193 and 206; Commission decision of 2 July 2014 in case M.7018 – Teléfonica Deutschland 
/E-Plus, recital 89; Commission decision of 12 Decembe r 2012 in case M.6497 – Hutchison 3G 
Austria/Orange Austria , paragraph 69; Commission decision of 1 March 2010 in case M.5650 – 
TMobile/Orange , paragraph 37; Commission decision of 27 September 2006 in case M.2803 – 
Telia/Sonera , paragraphs 29 and 32; Comm ission decision of 10 June 2005 in case M.3806 – 
Télefonica/Cesky , paragraph 16.  
52  See replies to questionnaire Q1 – Questionnaire to competitors, questions 12 and 12.1.  
53  Commission decision of 27 November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , rec ital 302; 
Commission decision of 27 July 2018 in case M.8883 – PPF Group/Telenor Target Companies , 
paragraph 35; Commission  decision of 1 September 2016 in case M.7758 – Hutchison 3G Italy/Wind/JV , 
recital 205; Commission decision of 2 July 2014 in case M. 7018 – Telefónica Deutschland/E -Plus, recital 
91; Commission decision of 1 March 2010 in case M.5650 – T-Mobile/Orange , paragraph 37; 
Commission decision of 27 November 2007 in case M.4947 – Vodafone/Tele2 Italy/Tele2 Spain , 
paragraph 13; Commission decisi on of 10 January 2006 in case M.4035 – Télefonica/O2 , paragraph 10; 
Commission decision of 10 June 2005 in case M.3806 – Télefonica/Cesky , para. 16 . 
54  See replies to questionnaire Q1 – Questionnaire to competitors, questions 12 and 12.1.  
 
15 5. COMPETITIVE ASSESSMEN T 
5.1. Analytical framework  
(82) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would s ignificantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
(83) In this respect, a merger may entail horizontal and/or non -horizontal effects. 
Horizontal effects are those deriving from a concentration where the undertakings 
concerned are actual or potential competitors of each other in one or more of the 
relevant markets concerned. Non -horizontal effects are those deriving from a 
concentration where  the undertakings concerned are active in different relevant 
markets.  
(84) As regards non -horizontal mergers, two broad types of such mergers can be 
distinguished: vertical mergers and conglomerate mergers.55 Vertical mergers 
involve companies operating at diffe rent levels of the supply  chain.56 Conglomerate  
mergers are mergers between firms that are in a relationship which is neither 
horizontal (as competitors in the same relevant market) nor vertical (as suppliers or 
customers) .57 
(85) The Commission appraises horizon tal effects in accordance with the guidance set out 
in the relevant notice, that is to say the Horizontal Merger Guidelines .58 
Additionally, the Commission appraises non -horizontal effects in accordance with 
the guidance set out in the relevant notice, that  is to say the Non -Horizontal Merger 
Guidelines.59 
5.2. Identification of affected markets  
(86) In the present case, the Transaction gives rise to horizontally affected markets in the 
retail supply of TV services in Finland, in the wholesale acquisition of TV channel s 
in Finland and at pan -Nordic level, and in the supply of M2M mobile subscriptions 
in Finland  and at a possible pan -Nordic level . 
(87) The Transaction gives also rise to vertically affected markets in relation to the 
upstream provision of wholesale internation al roaming services in Norway and the 
downstream supply of retail mobile telecommunications services in Finland, as well 
as the upstream provision of wholesale international roaming services in Finland, 
and the downstream supply of retail mobile telecommun ication services in Norway. 
In addition, the Transaction gives rise to affected markets in relation to the upstream 
provision of wholesale mobile and fixed call termination services and the 
downstream provision of retail mobile telecommunication services a nd retail fixed 
telephony services in Norway, Finland, Sweden and Denmark.  
                                                 
55  Non-Horizontal  Merger Guidelines, paragraph 3.  
56  Non-Horizontal Merger Guidelines, paragraph 4.  
57  Non-Horizontal Merger Guidelines, paragraph 5.  
58 Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelines"), OJ C 31, 05.02.2004.  
59  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Non -Horizontal Merger Guidelines"), OJ C 265,  18.10.2008.  
 
16 5.3. Horizontal unilateral effects  
5.3.1.  Introduction  
(88) The Horizontal Merger Guidelines distinguish between two main ways in which 
mergers between actual or potential competitors on the same re levant market may 
significantly impede effective competition, namely non -coordinated and coordinated 
effects.60 
(89) Under the substantive test set out in Article 2(2) and (3) of the Merger Regulation, 
also mergers that do not lead to the creation or the strengthening of the dominant 
position of a single firm may be incompatible with the internal market. Indeed, the 
Merger Regulation recognises that in oligopolistic markets, it is all the more 
necessary to maintain effective competition. This is in view of  the more significant 
consequences that mergers may have on such markets. For this reason, the Merger 
Regulation provides that " under certain circumstances, concentrations involving the 
elimination of important competitive constraints that the merging part ies had 
exerted upon each other, as well as a reduction of competitive pressure on the 
remaining competitors, may, even in the absence of a likelihood of coordination 
between the members of the oligopoly, result in a significant impediment to effective 
competition ".61  
(90) The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant horizontal non -coordinated effects are likely to result from 
a merger, such as the large market shares of the merging firms, the fact that  the 
merging firms are close competitors, the limited possibilities for customers to switch 
suppliers, or the fact that the merger would eliminate an important competitive force. 
That list of factors applies equally regardless of whether a merger would cre ate or 
strengthen a dominant position, or would otherwise significantly impede effective 
competition due to non -coordinated effects. Furthermore, not all of these factors 
need to be present to make significant non -coordinated effects likely and it is not a n 
exhaustive list.62  
(91) Finally, the Horizontal Merger Guidelines describe a number of factors, which could 
counteract the harmful effects of the merger on competition, including the likelihood 
of buyer power, entry and efficiencies.  
                                                 
60  In the present case, the Commission has not found evidence that the Transaction would raise serious 
doubts as regards its compatibility with the internal market with respect to coordinated effects in any of 
the horizontally affected markets  indicated in paragraph 5.2. During the market investigation, the 
Commission received no complaints about possible anti -competitive coordinated effects arising from the 
Transaction.  
61 Merger Regulation, recital 25. Similar wording is also found in paragraph 25 of the Horizontal Mer ger 
Guidelines. See also Commission decision of 2  July 2014 in case M.7018 – Telefónica Deutschland/E -
Plus, recital 113; Commission decision of 28  May 2014 in case M.6992 – Hutchison 3G UK/Telefónica 
Ireland , recital 179; Commission decision of 12  December  2012 in case M.6497 – Hutchison 3G 
Austria/Orange Austria , recital 88.  
62 Horizontal Merger Guidelines, paragraph 26.  
 
17 5.3.2.  Retail supply of TV servi ces 
5.3.2.1.  Introduction  
(92) The Parties’ activities overlap in the overall market for the retail supply of TV 
services in Finland, as well as in the following possible segmentations: (i) pay TV, 
(ii) basic pay TV, (iii) premium pay TV, (iv) pay TV for MDUs, and (v) p ay TV for 
SDUs.  The Commission notes that in all of these possible segments, Telenor/Canal 
Digital is only active via satellite/DTH.  The tables  bellow illustrate the Parties’ 
market shares by number of subscribers in the affected markets.63 
Table 1: Overall  market for the retail supply of TV services in Finland (excluding Netflix, HBO 
Nordic and other non -linear OTT providers), by subscribers  
 2016  2017  2018  
DNA  [20-30]% [20-30]% [20-30]% 
Telenor/Canal Digital  [0-5]% [0-5]% [0-5]% 
Combined  [20-30]% [20-30]% [20-30]% 
Digita  [20-30]% [20-30]% [20-30]% 
Telia  [10-20]% [10-20]% [10-20]% 
Elisa  [10-20]% [10-20]% [10-20]% 
Viasat  [5-10]% [5-10]% [5-10]% 
Other cable/IPTV  [0-5]% [0-5]% [0-5]% 
Other OTT  [10-20]% [10-20]% [10-20]% 
Source: Form CO, Table 27. 
  
                                                 
63  The Parties‘ overlapping activities do not give rise to an affected market in the overall market for the retail 
supply of TV services i n Finland, as well as the possible segment s for non-linear pay TV in Finland, 
premium pay TV in Finland,  premium pay TV in Finland (excluding Netflix, HBO Nordic and other non -
linear OTT providers), as well s pay TV for SDUs in Finland,  because their combi ned market shares lie 
well below 20%  in each of these markets or possible segments . 
 
18 Table 2: Pay TV segment in Finland , by subscribers  
 2016  2017  2018  
DNA  [20-30]% [20-30]% [20-30]% 
Telenor/Canal Digital  [0-5]% [0-5]% [0-5]% 
Combined  [20-30]% [20-30]% [20-30]% 
Telia  [10-20]% [10-20]% [10-20]% 
Elisa  [10-20]% [10-20]% [10-20]% 
Viasat  [5-10]% [5-10]% [5-10]% 
Netflix  [20-30]% [20-30]% [20-30]% 
HBO Nordic  [0-5]% [0-5]% [0-5]% 
Other cable/IPTV  [0-5]% [0-5]% [0-5]% 
Other OTT  [10-20]% [10-20]% [10-20]% 
Source: Form CO, Table 2 8. 
Table 3: Pay TV segment in Finland (excluding Netflix, HBO Nordic and other non -linear OTT 
providers), by subscribers  
 2016  2017  2018  
DNA  [20-30]% [20-30]% [20-30]% 
Telenor/Canal Digital  [0-5]% [0-5]% [0-5]% 
Combined  [30-40]% [30-40]% [20-30]% 
Telia  [20-30]% [20-30]% [20-30]% 
Elisa  [10-20]% [20-30]% [20-30]% 
Viasat  [5-10]% [5-10]% [5-10]% 
Other cable/IPTV  [0-5]% [0-5]% [0-5]% 
Other OTT  [10-20]% [10-20]% [10-20]% 
Source: Form CO, Table 29.  
  
 
19 Table 4: Basic pay TV segment in Finland, by subscribers  
 2016  2017  2018  
DNA  [30-40]% [30-40]% [30-40]% 
Telenor/Canal Digital  [0-5]% [0-5]% [0-5]% 
Combined  [30-40]% [30-40]% [30-40]% 
Telia  [20-30]%  [20-30]%  [20-30]%  
Elisa  [20-30]%  [20-30]%  [20-30]%  
Other cable/IPTV  [5-10]% [5-10]% [5-10]% 
Source: Form CO, Table 31.  
Table 5: Pay TV segment for MDUs in Finland, by subscribers  
 2016  2017  2018  
DNA  [20-30]%  [20-30]%  [20-30]%  
Telenor/Canal Digital  [0-5]% [0-5]% [0-5]% 
Combined  [20-30]%  [20-30]%  [20-30]%  
Telia  [10-20]%  [10-20]%  [20-30]%  
Elisa  [10-20]%  [10-20]%  [10-20]%  
Viasat  [5-10]%  [5-10]%  [5-10]%  
Netflix  [10-20]%  [10-20]%  [10-20]%  
HBO Nordic  [0-5]% [0-5]% [0-5]% 
Other cable/IPTV  [0-5]% [0-5]% [0-5]% 
Other OTT  [5-10]%  [5-10]%  [5-10]%  
Source: Form CO, Table 34. 
  
 
20 Table 6: Pay  TV segment for MDUs in Finland (excluding Netflix, HBO Nordic and other non -
linear OTT providers), by subscribers  
 2016  2017  2018  
DNA  [30-40]%  [30-40]%  [20-30]%  
Telenor/Canal Digital  [0-5]% [0-5]% [0-5]% 
Combined  [30-40]%  [30-40]%  [20-30]%  
Telia  [20-30]%  [20-30]%  [20-30]%  
Elisa  [20-30]%  [20-30]%  [20-30]%  
Viasat  [5-10]%  [5-10]%  [5-10]%  
Other cable/IPTV  [5-10]%  [5-10]%  [5-10]%  
Other OTT  [10-20]%  [10-20]%  [5-10]%  
Source: Form CO, Table 36.  
Table 7: Pay  TV segment for SDUs in Finland (excluding Netflix, HBO Nordic and other non -
linear OTT providers), by subscribers  
 2016  2017  2018  
DNA  [20-30]%  [10-20]%  [10-20]%  
Telenor/Canal Digital  [5-10]%  [5-10]%  [5-10]%  
Combined  [30-40]%  [20-30]%  [20-30]%  
Telia  [5-10]%  [5-10]%  [5-10]%  
Elisa  [0-5]% [5-10]%  [5-10]%  
Viasat  [20-30]%  [20-30]%  [20-30]%  
Other cable/IPTV  [0-5]% [0-5]% [0-5]% 
Other OTT  [30-40]%  [30-40]%  [30-40]%  
Source: Form CO, Table 37  
5.3.2.2.  Notifying Party’s view  
(93) The Notifying Party submits that the Transaction would not give rise to any 
competitive concerns in relation to the market for the retail supply of TV services or 
any plausible segment thereof for the following reasons.  First, the overlap between 
the Parties’ activities is de minimis , except in the possible segment of pay TV for 
SDUs. Second, the merged entity will face fierce competition from a wide range of 
TV distributors.  Finally, the Notifying Party submits that the distribution of pay -TV 
services over DTT and DTH is in structural decline  in Finland, while streaming of 
TV and video and the corresponding use of mobile data is rapidly growing in 
Finland.  
 
21 5.3.2.3.  Commission’s assessment  
(94) The Commission considers that the Transaction is unlikely to result in any 
significant horizontal non -coordinated e ffects on the market for the retail supply of 
TV services in Finland  or any subsegment thereof , for the following reasons.  
(95) First, if the overall market for retail supply of TV services (excluding non -linear 
OTT providers) is considered, the combined market  share of the Parties would be 
below 25% . This could be an indication that the Transaction is not liable to impede 
effective competition in relation to this market. .64 
(96) Second, a s shown in Table s 1-7, the increment brought about by the Transaction 
would be l ess than [0-5]% under any of the possible market segmentations, except 
the possible segment for pay TV services to SDUs. Such a low increment indicates 
that the Transaction is unlikely to affect the structure of the market.  
(97) Third, a  sufficient number of vi able alternative distributors of TV channels will 
remain on the Finnish market post -Transaction, covering also the different 
technology platforms for distribution , including Digita  (who is the primary DTT 
distributor in Finland) , Telia, Elisa  (who are both offering retail TV services via 
cable, IPTV and OTT)  and Viasat  (who is offering retail TV services via 
satellite/DTH, as well as cable, IPTV and DTT) .  
(98) Fourth , there are new players in the  distribution  of TV channels to end consumers, 
namely the broadcasters that distribute their channels over -the-top, including 
Bonnier/MTV, Sanoma/Nelonen, Yle and Discovery . 
(99) Fifth, t he results of the market investigation confirmed that Telenor/Canal Digital 
and DNA are  not close competitors in the Finnish market for the retail supply of TV 
services.  Telenor/Canal Digital is mainly competing with Viasat, while DNA is 
mainly competing with Telia and Elisa.65  
(100)  Finally, while the majority of competitors responding to the mar ket investigation 
considered that competition would likely decrease66, large customers of TV 
distribution services considered that the Transaction would have either a positive or 
no material impact on the intensity of competition.67 
5.3.2.4.  Conclusion  
(101)  In light of th e above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as regards the market 
for the retail supply of TV services  or any subsegment thereof  in Finland.  
                                                 
64  Horizontal Merger Guidelines, point 18. OJ C 31, 05.02.2004, p. 5 -18. 
65  See replies to questionnaire Q1 – Questionnaire to competitors, questions 16 and 17; replies to 
questionnaire Q3 – Questionnaire to customers of TV distribution services, questions 7 and 8.  
66  See replies to questionnaire Q1 – Questionnaire to competitors, questions 25 and 25.1. One competitor 
however considered that due to the fact that the market i s undergoing a general transformation, where 
OTT giants are entering the national markets on a large scale, overall competition was likely to increase 
post-Transaction.  
67  See replies to questionnaire Q3 – Questionnaire to customers of TV distribution ser vices, questions 12 and 
12.1.  
 
22 5.3.3.  Wholesale acquisition of TV channels  
5.3.3.1.  Introduction  
(102)  Both  Parties68 are active in the wholesale acquisition of TV channels in Finland. 
Telenor is also active in the other three Nordic countries, i.e. Norway, Denmark and 
Sweden.  Table 8 below  illustrates the Parties’ market shares by number of 
subscribers in the overall market for wholesale aquisiton of TV channels in 
Finland .69 
Table 8: Market shares  for the wholesale acquisition of TV channels  in Finland by subscribers  
 2016  2017  2018  
DNA  [20-30]%  [10-20]% [10-20]%  
Telenor/Canal Digital  [0-5]% [0-5]% [0-5]% 
Combined  [20-30]%  [10-20]%  [10-20]%  
Telia  [5-10]%  [5-10]%  [5-10]%  
Elisa  [5-10]% [10-20]%  [10-20]%  
Viasat  [20-30]%  [20-30]%  [20-30]%  
Other cable/IPTV  [0-5]% [0-5]% [0-5]% 
Other OTT  [30-40]%  [30-40]%  [30-40]%  
Source: Form CO, Table  33 and paragraphs 338 and 339 . 
  
                                                 
68  Telenor through ist subsidiary Canal Digital.  
69  The Notifying Party used the market shares for the premium pay TV sector in Finland (excluding Netflix, 
HBO Nordic and other non -linear OTT providers) at a reta il level as a proxy for estimating the market 
shares in the market for wholesale acquisition of TV channels. This is because they exclude FTA channels 
(for which TV distributors do not pay for channels), as well as basic pay TV channels (which in Finland 
account for a relatively small proportion of the total cost of wholesale acquisition of TV channels). Even if 
the market shares would reflect a different segmentation of the retail TV market, the parties’ overlap 
would remain de minimis , due to Telenor/Canal  Digital’s limited presence in Finland.  
 
23 (103)  Table 9 below illustrates the Parties’ estimated market shares by cost in the overall 
market for wholesale aquisiton of TV channels at a possible pan -Nordic level.  
Table 9: Market shares  for the wholesale acquisition of TV channels  at a pan -Nordic level in 
2018 by cost 
 2018  
Telenor  [10-20]% 
DNA  [5-10]% 
Combined  [20-30]% 
Telia  [10-20]%  
Com Hem  [10-20]%  
Viasat  [10-20]%  
TDC  [5-10]%  
Elisa  [0-5]% 
Stofa  [0-5]% 
Lyse  [0-5]% 
RiksTV  [0-5]% 
Boxer  [0-5]% 
Others  [5-10]%  
Source: Notifying Party’s estimates . 
(104)  The Parties’ combined estimated market share by subscribers  in the overall market 
for wholesale acquisition of TV channels in Finland  is of only [10-20]%. 
Telenor/Canal Digital  has an estimated  market share of [0-5]% and DNA an 
estimated market share of [10-20]%. The Notifying Party confirmed that in relation 
to a possible segmentation by genre, the market shares would not vary significantly, 
since the TV ch annels on offer are similar for most TV distributors in Finland. As 
for a possible segmentation by type of infrastructure used,  the Notifying Party 
submitted that there is no overlap between the Parties’ activities based on 
infrastructure.  
(105)  At a possible pa n-Nordic level , i.e. including Finland, Norway, Denmark and 
Sweden, the merged entity would have an estimated combined market share by cost  
in the overall market for wholesale acquisition of TV channels of [20-30]%, with 
Telenor having an estimated share o f [10-20]% and DNA an estimated share of [5-
10]%.70 The merged entity’s main competitors would be Telia with an estimated 
share of [10-20]%, Com Hem with an estimated share of [10-20]% and Viasat with 
an estimated share of [10-20]%. The Notifying Party conf irmed that the market 
shares for the overall market for wholesale acquisition of TV channels broadly 
                                                 
70  Source of the market shares: Notifying Party’s estimates by cost for 2018.  
 
24 reflect the market shares in relation to a possible segmentation by genre, type of 
infrastructure or linear TV channels and non -linear TV services.  
(106)  Therefo re, the overall market for the wholesale acquisition of TV channels , 
regardless of possible segmentations,  is horizontally affected on the demand side  in 
Finland as well as at a possible pan -Nordic level . 
5.3.3.2.  Notifying Party’s view  
(107)  The Notifying Party submits that the shares in the market for the wholesale 
acquisition of TV channels in Finland reflect those of the market for premium pay -
TV services (excluding Netflix, HBO Nordic and other non -linear OTT providers). 
This is because they exclude FTA services (for  which TV distributors do not pay for 
channels) as well as basic pay TV channels (which in Finland account for a 
relatively small proportion of total cost of wholesale acquisition of TV channels).  
(108)  The Notifying Party submits that even if the Parties' share s in the market for 
wholesale acquisition of TV channels reflect a different segmentation of the overall 
market for the retail supply of TV services in Finland, the Transaction will have no 
significant impact on competition as Telenor/Canal Digital's limit ed presence on the 
market in Finland means that any overlap is de minimis . 
(109)  The Notifying Party submits that  Telenor/Canal Digital has a small customer base 
and distributes TV services only via one type of distribution platform 
(satellite/DTH). Hence, the c ombination of DNA with Telenor/Canal Digital would 
not significantly enhance the bargaining position of the merged entity vis -à-vis the 
wholesale suppliers of TV channels (i.e. broadcasters).  
5.3.3.3.  Commission’s assessment  
(110)  The Commission considers that the Trans action is unlikely to result in any 
significant horizontal non-coordinated effects on the  market for  wholesale 
acquisition of TV channels  (or any subsegment thereof)  in Finland or at the pan -
Nordic level , for the following reasons.  
(111)  First, t he combined mark et share of the Parites in any possible market for wholesale 
acquisition of TV channels in Finland or at a pan -Nordic level  would remain below 
30%.  
(112)  Second, the increment brought by the Transaction would only be  between [0-5]%  
and Telenor/Canal Digital is  only active as an acquirer and distributor of TV 
channels via satellite/DTH . 
(113)  Third, t he Parties are not close competitors in Finland or at a pan -Nordic level.  At 
both levels, sufficient alternative suppliers would remain: Viasat, Elisa and Telia in 
Finlan d and Telia, Com Hem and Viasat at a pan -Nordic level, as well as a number 
of smaller suppliers.  
 
25 (114)  Finally, t he Commission notes that it has not received any complaints from the 
respondents to the market investigation  regarding the market for wholesale 
acqu isition of TV channels .71 
(115)  The Commission considers that, as a result of the Transaction, there will also be no 
increase in buyer power vis -à-vis TV channels providers in Finland  or at a pan -
Nordic level . Telenor’s share in the acquisition of TV channels is minimal in 
Finland. Therefore, its addition would not bring about a significant change in the 
balance of bargaining power vis -à-vis TV channels providers.  The same is true for 
DNA at a pan -Nordic level.  
5.3.3.4.  Conclusion  
(116)  In light of the above, the Commission cons iders that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as regards the market 
for the wholesale acquisition of TV channels  or any segementations thereof  in 
Finland or at a possible pan -Nordic level.  
5.3.4.  Market  for M2M subscriptions  
5.3.4.1.  Introduction  
(117)  In the market for M2M mobile subscriptions , the Parties’ activities in Finland  and at 
a possible pan -Nordic level. T he merged entity would have a combined market share 
of [20-30]% by revenue (DNA: [20-30]%, Telenor: [0-5]%). At a possible pan -
Nordic level, the merged entity would have a combined estimated market share of 
[60-70]% by revenue (DNA: [0-5]%, Telenor: [50-60]%).72 Therefore, the market 
for M2M mobile subscriptions is horizontally affected.73 
5.3.4.2.  Notifying Party’s vie w 
(118)  The Notifying Party submits that, since the overlap between the Parties is de minimis  
and the merged entity will face fierce competition from a wide range of M2M 
providers including the two other Finnish MNOs, namely Elisa and Telia, the 
Transaction will  not affect competition in this segment.  
                                                 
71  See replies to questionnaire Q1 – Questionnaire to competitors, questions 26 and 26.1; replies to 
questionnaire Q2 – Questionnaire to T V broadcasters, questions 15 and 15.1.  
72  Source: Form CO, table 5 and note 2.  
73  The Commission notes that the Transaction does not give rise to a horizontal overlap in the provision of 
mobile (except M2M) or fixed telecommunications services and fixed internet access services to business 
customers in Finland, Norway, Denmark or Sweden , since Telenor does not offer such services in Finland 
and DNA does not offer them in Norway, Denmark and Sweden. The Commission further notes that pre -
Transaction, Telenor had a […] Partnership Agreement in place with Elisa, pursuant to which […]. 
Howeve r, the majority of respondents to the market investigation expect the competition in this markets to 
stay the same or increase due to the Transaction; see replies to questionnaire Q1 – Questionnaire to 
competitors, questions 30 and 30.1; replies to questio nnaire Q4 – Questionnaire to business customers, 
questions 4 and 4.1. Therefore, the Commission concludes that the Transaction does not give rise to 
serious doubts as to the compatibility with the internal market as regards the markets for the provision of  
mobile (except M2M) or fixed telecommunications services and fixed internet access services to business 
customers.  
 
26 5.3.4.3.  Commission’s assessment  
(119)  The Commission considers that the Transaction is unlikely to result in any 
significant horizontal non -coordinated effects on the market  for M2M subscriptions 
in Finland or at the pan -Nordic l evel, for the following reasons.  
(120)  First,  the combined market share of the Parties in Finland  would be below 25% by 
revenue . Additionally, the Commission notes that the increment brought about by 
the Transaction would be of [0-5]%. At a possible pan-Nordic level , the increment 
brought about by the Transaction would be of [0-5]% or less . 
(121)  Second , the merged entity would continue to face strong competition in Finland  
from Telia, who has a market share [20-30]% by revenue, and from Elisa, who has a 
market share of [10-20]% by revenue.  At a possible pan-Nordic level , the merged 
entity would mainly face competition from Telia, who has a market share of [10-
20]% by revenue , and Tele2, who has a market share of [5-10]% by revenue.  
(122)  Third, the majority of the repondent s that took part in the market investigation  
confirmed that competition in the market  for M2M subscriptions will likely stay the 
same.74 One competitor pointed to the fact that customers are increasingly looking 
for pan -Nordic or even global coverage.75 
(123)  Regarding the pan -Nordic level, the Commission notes that p re-Transaction only 
Telia was truly able to offer M2M subscriptions at  a pan -Nordic level , because 
Telenor had only a de minimis  presence in Finland. Post -Transaction , Telenor would 
become the firs t undertaking to be able to compete with Telia at a pan -Nordic level . 
Additionally, while the merged entity would have very large market shares at a pan -
Nordic level, the Commission notes that it would likely not have the ability to 
foreclose competitors i n any of the countries, since M2M subscriptions are in 
principle covered  by the EU Roaming Regulation .76 
5.3.4.4.  Conclusion  
(124)  In light of the above, the Commission con cludes  that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as regards the market  
for M2M subscriptions in Finland or at a possible pan -Nordic level.  
5.4. Vertical effects  
5.4.1.  Introduction  
(125)  A merger between companies which operate at different levels of the supply chain 
may significantly impede effective competition i f such merger gives rise to 
                                                 
74  See replies to questionnaire Q1 – Questionnaire to competitors, questions 31 and 31.1; replies to 
questionnaire Q4 – Questionnaire to bus iness customers, questions 5 and 5.1.  
75  See non -confidential minutes of the call with Elisa on 13 June 2019.  
76  Regulation (EU) No 531/2012 of the European Parliament and of the Council of 13 June 2012 on roaming 
on public mobile communications networks w ithin the Union (OJ 2012 L 172/10), last amended by 
Regulation (EU) 2017/920 of the European Parliament and of the Council of 17 May 2017 (OJ 2017 L 
147/1) (the "Roaming Regulation").  The Commission notes that the Roaming Regulation applies to the 
entire E EA, including Norway.  The EFTA incorporated both Regulation (EU) No. 531/2012 and 
Regulation (EU) No. 2017/920 into the EEA Agreement with as of 7 December 2012 and 14 June 2017, 
respectively (see https://www.efta.int/eea -lex/32012R0531  and https://www.efta.int/eea -lex/32017R0920 ). 
 
27 foreclosure.77  Foreclosure occurs where actual or potential competitors' access to 
supplies or markets is hampered or eliminated as a result of the merger, thereby 
reducing those companies' ability and/or incentive to compete.78 Such foreclosure 
may discourage entry or expansion of competitors or encourage their exit.79 
(126)  The Non -Horizontal Merger Guidelines distinguish between two forms of 
foreclosure. Input foreclosure occurs where the merger is likely to raise the costs of 
downstr eam competitors by restricting their access to an important input. Customer 
foreclosure occurs where the merger is likely to foreclose upstream competitors by 
restricting their access to a sufficient customer base.80 
(127)  Pursuant to the Non -Horizontal Merger Gu idelines, input foreclosure arises where, 
post-merger, the new entity would be likely to restrict access to the products or 
services that it would have otherwise supplied absent the merger, thereby raising its 
downstream rivals' costs by making it harder f or them to obtain supplies of the input 
under similar prices and conditions as absent the merger.81 
(128)  For input foreclosure to be a concern, the merged entity should have a significant 
degree of market power in the upstream market. Only when the merged entity  has 
such a significant degree of market power, can it be expected that it will significantly 
influence the conditions of competition in the upstream market and thus, possibly, 
the prices and supply conditions in the downstream market.82 
(129)  In assessing the li kelihood of an anticompetitive input foreclosure scenario, the 
Commission examines, first, whether the merged entity would have, post -merger, the 
ability to substantially foreclose access to inputs, second, whether it would have the 
incentive to do so, and  third, whether a foreclosure strategy would have a significant 
detrimental effect on competition downstream.83 
(130)  Pursuant to the Non -Horizontal Merger Guidelines, customer foreclosure may occur 
when a supplier integrates with an important customer in the dow nstream market and 
because of this downstream presence, the merged entity may foreclose access to a 
sufficient customer base to its actual or potential rivals in the upstream market (the 
input market) and reduce their ability or incentive to compete, which  in turn, may 
raise downstream rivals' costs by making it harder for them to obtain supplies of the 
input under similar prices and conditions as absent the merger. This may allow the 
merged entity profitably to establish higher prices on the downstream mar ket.84 
(131)  For customer foreclosure to be a concern, a vertical merger must involve a company 
which is an important customer with a significant degree of market power in the 
downstream market. If, on the contrary, there is a sufficiently large customer base, at  
                                                 
77  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentratio ns between undertakings ("Non -Horizontal Merger Guidelines"), OJ C 265, 18.10.2008, p. 11, 
paragraphs 17 -18. 
78  See Non-Horizontal Guidelines, paragraph 18.  
79  See Non -Horizontal Guidelines, paragraph 29.  
80  See Non -Horizontal Guidelines, paragraph 30.  
81  See Non -Horizontal Guidelines, paragraph 31.  
82  See Non -Horizontal Guidelines, paragraph 35.  
83  See Non -Horizontal Guidelines, paragraph 32.  
84  See Non -Horizontal Guidelines, paragraph 58.  
 
28 present or in the future, that is likely to turn to independent suppliers, the 
Commission is unlikely to raise competition concerns on that ground.85 
(132)  In assessing the likelihood of an anticompetitive customer foreclosure scenario, the 
Commission examines, first, whether the merged entity would have the ability to 
foreclose access to downstream markets by reducing its purchases from its upstream 
rivals, second, whether it would have the incentive to reduce its purchases upstream, 
and third, whether a foreclo sure strategy would have a significant detrimental effect 
on consumers in the downstream market.86 
(133)  The Parties’ market shares in the relevant markets are presented in Table 10.  
Table 10: Vertically affected markets in Finland, Norway, Denmark and Sweden  
Upstream  Downstream  
Wholesale international roaming  
Telenor: [50-60]% in Norway; [20-30]% in 
Denmark;  [10-20]% in Sweden  
DNA: [20-30]% in Finland  Retail mobile telecommunications services  
Telenor: [40-50]% in Norway; [20-30]% in 
Denmark; [10-20]% in Swede n 
DNA: [20-30]% in Finland  
Wholesale fixed call termination  
Telenor: 100% in Norway; 100% in Denmark; 
100% in Sweden  
DNA: 100% in Finland  Retail fixed telephony services  
Telenor: [80-90]% in Norway; [0-5]% in 
Denmark; [5-10]% in Sweden  
DNA: [10-20]% in Finland  
Retail mobile telecommunications services  
Telenor: [40-50]% in Norway; [20-30]% in 
Denmark; [10-20]% in Sweden  
DNA: [20-30]% in Finland  
Wholesale mobile call termination  
Telenor: 100% in Norway; 100% in Denmark; 
100% in Sweden  
DNA: 100% in Finla nd Retail fixed telephony services  
Telenor: [80-90]% in Norway; [0-5]% in 
Denmark; [5-10]% in Sweden  
DNA: [10-20]% in Finland  
Retail mobile telecommunications services  
Telenor: [40-50]% in Norway; [20-30]% in 
Denmark; [10-20]% in Sweden  
DNA: [20-30]% in Finland  
Source: Form CO, Tables 1, 11 -13 and 20 -23, as well as the Notifying Party’s reply to the reguest for 
information 4, question 8. . 
                                                 
85  See Non -Horizontal Guidelines, paragraph 61.  
86  See Non -Horizont al Guidelines, paragraph 59.  
 
29 5.4.2.  Wholesale markets for call termination services on fixed and on mobile networks – 
Retail market for fixed telephony services and retail market for mobile 
telecommunications services  
(134)  As regards the wholesale markets for call termination on fixed and mobile networks, 
given that the network operators have a 100% market share on call termination 
services on their own fixed or mobile network, Telenor  has a 100% market share on 
fixed and mobile call termination services on its own network s in Norway, Denmark 
and Sweden  and DNA ha s a 100% market share on fixed  and mobile  call termination 
services on its own network  in Finland. As the Parties are active on separate markets 
for fixed and mobile call termination services over their respective networks, there is 
no horizontal overlap between their respective activities in these markets. However, 
the Transaction gives rise to vertica lly affected markets since Telenor is a customer 
of DNA and DNA is a customer of Telenor with regard to wholesale call termination 
services on fixed  and mobile  networks on their respective telephony networks.  
(135)  However, the market s for wholesale call termina tion on fixed and mobile networks 
are regulated ex -ante by the Finnish Transport and Communications Agency, the 
Norwegian Communications Authority, the Danish Business Authority and the 
Swedish Post and Telecom Authority. These regulators ensure that acces s to call 
termination is granted on reasonable conditions  and that rates remain reasonable and 
non-discriminatory.  Moreover, the Commission notes that, as established by Article 
75 of the European Electronic Communications Code87, by 31 December 2020 the 
Commission shall adopt a delegated act setting the Eurorates (a single Union -wide 
fixed and a single Union -wide mobile termination rate). That means that fixed and 
mobile termination rates, currently established by the Finnish, Swedish, Danish and 
Norwegian regulators, will be set by the European Commission through the 
delegated act.  
(136)  Therefore, the merged entity would not have the ability to discriminate against 
Telenor’s competitors in Norway, Denmark and Sweden for access to call 
termination services in Fin land. Similarly, Telenor would not have the ability to 
discriminate against DNA’s competitors in Finland for access to call termination 
services in Norway, Denmark and Sweden.  
(137)  In light of the above, the Commission concludes that the Transaction does not gi ve 
rise to serious doubts as to the compatibility with the internal market in relation to 
the vertical link between the upstream markets for  the wholesale supply of  call 
termination services on fixed and on mobile networks  and the downstream markets 
for th e retail supply of fixed telephony services and retail supply of mobile 
telecommunications services . 
 
                                                 
87  Directive (EU) 2018/1972 of the European Parliament and of the Council of 11 December 2018 
establishing the European Electronic Communications Code ( OJ 201 8 L 321/36). 
 
30 5.4.3.  Wholesale market for international roaming services – Retail market for mobile 
telecommunications services  
5.4.3.1.  Introduction  
(138)  Telenor is active on the market for wholesale international roaming services on its 
own mobile networks in Norway, Denmark and Sweden. DNA is active on this 
market on its own network in Finland. Telenor is a purchaser of international 
roaming services in Finland, and DNA is a purchaser o f international roaming 
services in Norway, Denmark and Sweden.  
(139)  As shown in Table 10 above, the only vertically affected markets are:  
(a) the upstream wholeale market for international roaming services in Finland 
and the downstream retail market for mobile tel ecommunications services in 
Norway; and  
(b) the upstream wholesale market for international roaming services in Norway 
and the downstream retail market for mobile telecommunications services in 
Finland.  
(140)  On the wholesale market for international roaming services in Finland, which is 
upstream to the market for retail mobile telecommunication s services in Norway, the 
market shares of DNA and its competitors are presented in Table 11: 
Table 11: Wholesale market for international roaming services in Finland i n 2018 by revenue88 
 Revenue in EUR  Market share by 
revenue  
DNA  […] [20-30]% 
Elisa  […] [40-50]% 
Telia  […] [30-40]% 
Total  […] 100%  
Source : Telenor’s response to RFI 5  
  
                                                 
88  The Notifying Party indicates that it […] estimated the market shares on the wholesale market for 
international roaming services in Finland based on DNA’s actual revenue figures generated from 
international roaming in Finland, along with estimates for Elisa and Telia, scaling up retail mobile sha res 
as a “reasonable proxy” for shares in the wholesale market for international roaming.  
 
31 (141)  On the market for retail mobile telecommunication services in Norway, which is 
downstream to the market for international roaming services in Finland, the market 
shares of Telenor and its competitors are presented in Table 12: 
Table 12: Retail mobile telec ommunication services in Norway in 2018 by subscribers  
 Subscribers  Market share by 
subscribers  
Telenor  […] [40-50]% 
Telia  […] [30-40]% 
Ice […] [5-10]% 
Others  […] [5-10]% 
Total  […] 100%  
Source : NKOM, Form CO, paragraph 167, Table 11  
(142)  On the wholesale market for international roaming services in Norway, which is 
upstream to the market for retail mobile telecommunication s services in Finland, the 
market shares of Telenor and its competitors are presented in Table 13: 
Table 13: Wholesale market for international roaming services in Norway in 2018 by revenue89 
 Revenue in EUR  Market share by 
revenue  
Telenor  […] [50-60]% 
Telia  […] [30-40]% 
Ice […] [5-10]%90 
Total  […] 100%  
Source : Telenor’s response to RFI 3 and RFI 4  
  
                                                 
89  The Notifying Party indicates that it […] estimated the market shares on the wholesale market for 
international roaming services in Norway on the basis of retail m obile shares that it considers as a 
“reasonable proxy” for shares in the wholesale market for international roaming.  
90  Ice has confirmed that it does not have any agreements on wholesale international roaming services in 
Norway today. Ice explains that as  a pure 4G network operator in Norway it is unable to offer ordinary 
inbound roaming until VoLTE roaming is rolled out (see non -confidential version of Ice submission of 3 
July 2019 in response to questions 4a -b of the Request for Information of 25 June 20 19). Consequently, 
the market shares provided by the Notifying Party for the market for international roaming services in 
Norway overestimates the position of Ice, and underestimates that of both Telenor and Telia (with 2G, 3G 
and 4G networks in Norway).  
 
32 (143)  On the market for retail mobile telecommunication services in Finland, which is 
downstream to the market for international roaming services in Norway, the market 
shares of DNA and its competitors are presented in Table 14: 
Table 14: Retail mobile telecommunication services in Finland in 2018 by subscribers  
 Subscribers  Market share by 
subscribers  
DNA  […] [20-30]% 
Elisa  […] [30-40]% 
Telia  […] [30-40]% 
Others  […] [0-5]% 
Total  […] 100%  
Source : Traficom, Form CO paragraph 146, Table 5.  
(144)  Both Parties have entered into discount agreements for international roaming 
(“Discount Agreements”) with a large number of MNOs in the Nordic countries. As 
result of these Discount Agreements, the average prices for international roaming 
calls, SMS messages an d data services charged by Telenor for Finnish mobile 
customers roaming on its own network in Norway and the average prices charged by 
DNA for Norwegian mobile customers roaming on its network in Finland are lower 
than the price caps foreseen in the Roamin g Regulation.  
5.4.3.2.  Notifying Party’s view  
Finland  
(145)  The Notifying Party submits that the Transaction would not affect competition on 
the market for the provision of retail mobile telecommunication services in Finland 
for the following reasons.  
(146)  First, the Transaction would not have any impact on the cost structures of the 
merged entity’s competitors. Any attempts to disadvantage competitors in Finland 
by raising the charges for international roaming would be ineffective considering 
that the cost of outbound  roaming by MNOs in Finland in Telenor countries, 
including Norway, only represent a fraction of the competing MNOs’  total costs, i.e. 
less than [0 -5]%.91   
(147)  Second , the merged entity’s competitors would continue to have access to alternative 
providers of wh olesale international roaming services in each country in which 
Telenor operates, including in Norway.92   
(148)  Third , the Roaming Regulation prevents Telenor from charging in excess of 
prescribed price levels for roaming services.93 
                                                 
91  Form CO, paragraphs 148 -153. 
92  Form CO, paragraph 154.  
 
33 (149)  The Notifying Party also argu es that it would lack both the ability and incentive to 
cease entering into, or deteriorate the conditions of Discount Agreements with 
competing MNOs in Finland. […]. The Notifying Party refers to the Discount 
Agreement with […].94 
(150)  The Notifying Party submits that, on the wholesale market for international roaming 
services in Finland, the Transaction would also not affect competition in Finland for 
the following reasons.  
(151)  First, Telenor accounts for a relatively small share of demand  for wholesale 
international roaming in Finland.95 
(152)  Second , roaming in Finland does not account for a significant portion of Telenor’s 
outbound roaming. Telenor indicates that demand from Telenor in 201 8 accounted 
for approximately [10 -20]% of the total whol esale international roaming costs 
incurred in Finland. Even if Telenor would, post -Transaction, steer away all 
international roaming […] to DNA, this would not have a significant impact on the 
market position of […] in Finland considering that Telenor’s pu rchasing of 
wholesale roaming services in Finland in 2018 amounted to only EUR […], which 
accounts for less than […]% of […] total revenue in 2018.96  
(153)  Third , the Roaming Regulation imposes a price cap on the average wholesale charge 
that the mobile operator  of a visited network may levy from the mobile operators of 
a roaming customer’s home network for the provision of a regulated roaming call 
originating on that visited network.97 
Norway  
(154)  The Notifying Party submits that the Transaction would not affect compe tition on 
the market for the provision of retail mobile telecommunication services in Norway 
for the following reasons.  
(155)  First, international roaming in Finland is not a significant factor in the competition 
for Norwegian retail customers. As an illustratio n, the Notifying Party refers to the 
minutes generated by Norwegian customers roaming on DNA’s network in Finland 
in 2018 accounting for less than [0-5]% of DNA’s total inbound international 
roaming minutes.98 
(156)  Second , the merged entity’s competitors in Norw ay would continue to have access to 
alternative providers of wholesale international roaming services in Finland, namely 
Telia and Elisa.99 
(157)  Third, the Transaction would not have any impact on the cost structures of the 
merged entity’s competitors in Norway,  namely Telia and Ice, as the roaming costs  
in Finland of Telia and Ice’s Norwegian customers are estimated at less than [0-5]% 
                                                                                                                                                      
93  Form CO, paragraph 155.  
94  Notifying Party’s response to question 5 of RFI 3.  
95  Form CO, paragraph 157  
96  Form CO, paragraphs 158 -161 
97  Form CO, paragraph 162 -164. 
98  Form CO, paragraph 169.  
99  Form CO, paragraph 169  
 
34 of the total costs of these operators. As a result, any attempt by the merged entity to 
raise Finnish charges for international  roaming services would be ineffective and 
would not impact on competition in the retail mobile telecommunications market in 
Norway.100 
(158)  The Notifying Party also submits that, on the wholesale market for international 
roaming services in Norway, the Transacti on would also not affect competition in 
Norway considering the very limited revenue generated by Finnish roaming 
customers. The Notifying Party estimates that its competitors Telia and Ice generated 
roaming revenue from DNA of less than [0-5]% of their tot al revenue and 
consequently, even if all DNA customers were to be steered to Telenor’s network in 
Norway, that would not represent a significant revenue loss for Telia or Ice.101 
5.4.3.3.  Commission’s assessment  
(159)  The Commission considers that the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market in relation to the vertical link between 
the upstream markets for wholesale international roaming services and the 
downstream markets for the retail supply of mobile telecommunica tion services.  
(160)  The Commission notes that the market s for wholesale international roaming 
activities are subject to sector -specific EU regulation, which prevents mobile 
operators from refusing access to their network and from charging excessive 
termination fees. Under the Roaming Regulation,102 MNOs must meet all reasonable 
requests for wholesale roaming access and MNOs are bound by the pr ice cap 
imposed by the Roaming Regulation on the wholesale prices that MNOs can charge 
from their roaming customers. Key obligations under the regulation include an 
obligation to meet all reasonable requests, an obligation to publish a reference offer, 
caps on wholesale and retail charges (for calls, SMS messages and data services), 
and transparency and information requirements. The Roaming Regulation therefore 
effectively prevents MNOs from refusing access to their respective network and 
from charging exce ssive termination fees.  
(161)  That said, it is to be noted  that actual market prices for international roaming 
services may be significantly lower than the price caps foreseen by the Roaming 
Regulation. In fact, as part of their wholesale roaming agreements, MNO s can agree 
on discounted rates for calls, SMS messages and data services, which in some cases 
can be a fraction of the maximum price foreseen by the Roaming Regulation.  
(162)  As discussed in paragraph 144, t he Parties have entered into Discount Agreements 
with a large  number of MNOs in the Nordic countries. Telenor has entered into 
Discount Agreements with […].103 Neither DNA nor Elisa have own mobile 
networks in any of the countries in which Telenor  has its own networks , namely 
Norway, Denmark and Sweden , and are  therefore fully dependent on international 
roaming agreements with MNOs in those countries. Telia, […], is present in all four 
Nordic countries with its own mobile network, including in each of Telenor’s 
markets, and is therefore less dependent on the mob ile networks of competing 
                                                 
100  Form CO, paragraph 170.  
101  Form CO, paragraph 171  
102  See Article 3 of the Roaming Regulation.  
103  Form CO, paragraph 163.  
 
35 MNOs in these countries for international roaming services.104 As for DNA, it has 
entered into Discount Agreements with […].105  
(163)  As a result of these Discount Agreements, the average prices for international 
roaming calls, SMS message s and data services charged by Telenor for Finnish 
mobile customers roaming on its network in Norway and the average prices charged 
by DNA for Norwegian mobile customers roaming on its network in Finland are 
lower  than the price caps foreseen in the Roamin g Regulation. The average prices 
are presented in the tables below:  
Table 15 – Wholesale prices for international roaming services charged by Telenor for Finnish 
mobile customers roaming on Telenor’s network in Norway  
 Calls (EUR/minute)  SMS (EUR/minute)  Data (EUR/Mb)  
Price (average)  […] […] […] 
Maximum price under 
Roaming Regulation  0.032  0.010  0.006  
Source : Form CO, paragraph 163, Table 9.  
Table 26 – Wholesale prices for international roaming services charged by DNA for Norwegian 
mobile customers roaming on DNA’s network in Finland  
 Calls (EUR/minute)  SMS (EUR/minute)  Data (EUR/Mb)  
Price (average)  […] […] […] 
Maximum price under 
Roaming Regulation  0.032  0.010  0.006  
Source : Form CO, paragraph 163, Table 9.  
(164)  The Discount Agreements that Telenor has in place with […] are lower than the 
average prices presented in Table 6 above, in particular for […]. The actual 
discounted wholesale prices […] are presented in the table below:  
 
 
 
 
 
 
 
                                                 
104  The Notifying Party explains that Telenor […], see Notifying Party’s response to question 1c of RFI 3, 
and question 3a of RFI 5 of 28 June 2019.  
105  Form CO, paragraph 164.  
 
36 Table 17 – Wholesale prices for international roaming services charged by Telenor for Finnish 
mobile customers […] roaming on Telenor’s network in Norway (situation as of June 2019)  
 Calls (EUR/minute)  SMS (EUR/min ute) Data (EUR/Mb)  
[…] […] […] […] 
[…] […] […] […] 
Source : Form CO, paragraph 163, Table 9.  
(165)  Absent the Discount Agreements, wholesale prices charged by Telenor to Finnish 
MNOs, such as Elisa, would therefore be significantly higher.  
Market power  
(166)  In line  with the Non -Horizontal Guidelines, for input foreclosure to be a concern, the 
merged entity should have a significant degree of market power in the upstream 
market. Only when the merged entity has such a significant degree of market power, 
can it be expe cted that it will significantly influence the conditions of competition in 
the upstream market and thus, possibly, the prices and supply conditions in the 
downstream market.106 
(167)  On the basis of the market shares provided by the Notifying Party (see Table 3), and 
the limited number of alternative providers of wholesale international roaming 
services, Telenor may have a certain degree of market power in the wholesale 
market for international roaming in Norway. This power is, however, limited by the 
Roaming Re gulation, as explained in paragraph 156 above.  
(168)  As for DNA, the market share figures provided by the Notifying Party (see Table 2) 
do not provide any indication of significant market power on the market for 
wholesale international roaming services in Finla nd. In any case, any market power 
held by DNA would be limited by the Roaming Regulation, as explained above in 
paragraph 156. 
(169)  Considering the lack of market power of DNA on the wholesale market for 
international roaming in Finland, the remainder of the as sessment in this section will 
focus on whether the merged entity, through its more significant position in the 
market for wholesale international roaming services in Norway, could foreclose 
competing MNOs in the downstream market for mobile telecommunicati ons in 
Finland.  
  
                                                 
106  See Non -Horizontal Guidelines, paragraph 35.  
 
37 Ability and Incentive to foreclose  
(170)  In line with the Non -Horizontal Guidelines, in assessing the likelihood of an 
anticompetitive input foreclosure scenario, the Commission examines, first, whether 
the merged entity would have, post-merger, the ability to substantially foreclose 
access to inputs, second, whether it would have the incentive to do so, and third, 
whether a foreclosure strategy would have a significant detrimental effect on 
competition downstream.107 
(171)  In this case, the Commission considers that the merged entity would not have the 
ability or incentive to foreclose downstream competitors by refusing to enter into 
Discount Agreements with competing MNOs in Finland.  
(172)  The Commission considers that any risk of foreclosure wou ld be limited to the 
Finnish MNO Elisa, with which Telenor today has a Partnership Agreement108 and 
Telenor and Elisa are […].  
(173)  Through the Transaction, Telenor would acquire a mobile network in Finland, and 
hence the importance for Telenor to have a Discoun t Agreement with Elisa covering 
the Finnish market would diminish109. Telenor has indicated that […].110 As 
explained by the Notifying Party, post -Transaction Telenor expects to […].111 
(174)  Post-Transaction, Elisa  would also be the only MNO in Finland without its ow n 
mobile networks in any of the other Nordic countries  and would  be reliant on its 
direct competitors in Finland, namely the merged entity  and Telia, for wholesale 
roaming services in Norway (where Telenor and Telia are currently  the only MNOs 
offering int ernational roaming services) .  
(175)  As explained by the Notifying Party, the Finnish market is distinguished by the 
higher consumption of mobile data than virtually any other country in the world, 
with MNOs offering unlimited data as a standard package and data  transfer speeds 
exceeding 100 Mbps being commonplace. The Notifying Party refers to figures from 
Traficom which estimate that approximately 80% of all B2C mobile subscriptions in 
Finland have unlimited data transfer and all three MNOs, namely DNA, Elisa a nd 
Telia offer such subscriptions with unlimited data as standard, with pricing 
differentiated primarily on the basis of data transfer speed.112 Apart from unlimited 
data within Finland, it is also commonplace for Finnish MNOs to offer unlimited 
data roaming across the Nordic and Baltic countries .113  Such offers rely  (at least 
                                                 
107  See Non -Horizontal Guidelines, paragraph 32.  
108  As explained in footnote 69, pre -Transaction Telenor had a […] Partnership Agreement in place with 
Elisa, pursuant to which […].  
109  It would in fact be limited to areas in which Elisa’s mobile network would have a better coverage than the 
current DNA mobile network.  
110  Form CO, paragraph 220 as well as Annex 5.  
111  The Notifying Party explain s that Telenor […] , see Form CO, paragraph 156.  
112  Form CO, paragraphs 61, 74, 373 -374. 
113  Telia offers numerous mobile subscriptions with unlimited data roaming across the Nordic and Baltic 
countries (i.e. the countries in which it has its own mobile netw orks), including “Rajaton 450 M”, 
“Rajaton 200 M”, “Rajaton 100 M”, “Rajaton 20 M”. Data roaming elsewhere in the EEA is limited to 3 -
20 Gb/month,  see https://kauppa.telia .fi/yksityisille/tuotteet/puhelinliittymat.aspx  (situation as of 4 July 
2019); Elisa offers numeroud mobile subscriptions with unlimited data roaming across the Nordic and 
Baltic countries, including “Saunalahti Huoleton Premium 150M”, “Saunalahti Huoleton  Premium+”, 
“Saunalahti Huoleton 5G 1000M”, “Saunalahti Huoleton 5G 600M”,  “Saunalahti Tarkka Premium 
 
 
38 partially) on the MNO having  access to its own mobile networks in th ose roaming 
countries or having roaming agreements with discounted rates for data  in place  with 
competing MNOs . Telia can rely on its own mobile networks in all Nordic countries 
and the Baltics, while Elisa has benefitted p re-Transaction from a Discount 
Agreement with Telenor […].  
(176)  Absent such a Discount Agreement, the cost of offering mobile subscribers an 
unlimited data roaming package in all Nordic countries would be higher for an MNO 
such as Elisa.  
(177)  The Commission considers, however, that the T ransaction would not affect Elisa’s 
ability to offer unlimited data packages on its own netw ork to its mobile subscribers 
in Finland, but could only affect, to a limited degree, Elisa’s ability to offer such 
packages for use by its mobile subscribers when travelling in other Nordic countries  
where Elisa currently relies on the Discount Agreement with Telenor.   
(178)  The Commission furthermore consider s that the price caps foreseen by the Roaming 
Regulation provide a limit on the price increase that could affect Elisa should the 
Discount Agreement that it has negotiated with Telenor be terminated.114 
(179)  The C ommission also considers that several  viable alternative providers of wholesale 
international roaming services  remain with which  Elisa could seek to negotiate 
Discount Agreements . In Sweden, in addition to Telenor and Telia, also Tele2 and 
Hi3G provide who lesale international roaming services. In Denmark, in addition to 
Telenor and Telia, also TDC and Hi3G provide such services. The number of viable 
alternatives in Norway today is more limited, with only Telenor, Telia and Ice being 
active as MNOs. Ice  is a pure 4G network operator and is currently not active in the 
provision of wholesale international roaming services . It is, however,  a possible 
entrant on that market  in the near future , in particular once VoLTE roaming is rolled 
out.115  
(180)  Furthermore, i n a si tuation where neither Telenor nor Telia would agree to enter into 
a Discount Agreement with Elisa for wholesale international roaming services in 
Norway, but Elisa would succeed in negotiating a Discount Agreement in Sweden 
and Denmark, the proportion of r oaming traffic that would not be charged at 
discounted rates would be limited to the traffic generated by Elisa’s  mobile 
subscribers roaming in Norway. In 2018, the data traffic volume of Elisa into 
Telenor’s networks in Norway represented only [20-30]% (i.e. [… ]  Gb out of a total 
                                                                                                                                                      
150M”. Data roaming elsewhere in the EEA is limited to 10 -23 Gb/month, see 
https://elisa.fi/kau ppa/puhelinliittymat/  (situation as of 4 July 2019).  
114 The Notifying Party submits that even if the entirety of Elisa’s data traffic into Telenor’s networks in 
Norway, Sweden and Denmark in 2018 were chaged at the maximum EU regulated rate of EUR 
0.006/Mb,  it would represent only approximately [0-5]% of Elisa’s total costs in 2018, see Notifying 
Party’s response to question 6 of RFI 4.  
115  Ice has confirmed that it does not have any agreements on wholesale international roaming services in 
Norway today. Ice explains that as a pure 4G network operator in Norway it is unable to offer ordinary 
inbound roaming until VoLTE roaming is rolled out. Ice confirms, however, that it is evaluating the 
market which it regards as a prioritised business opportunity in the ne ar future. See non-confidential 
version of Ice submission of 3 July 2019 in response to questions 4a -b of the Request for Information of 
25 June 2019.  
 
39 of […]  Gb) of Elisa’s total traffic volumes into Telenor’s networks in Nordic 
countries (i.e. Norway, Sweden, and Denmark).116   
(181)  The Commission also takes note of the agreement reached between Telenor and 
Elisa on […] , by which the two sides agree to extend the Discount Agreement in 
place between Telenor and Elisa […], at the following rates117: 
Table 18 – Wholesale prices for international roaming services agreed between Telenor and 
Elisa […] 
 Calls (EUR/minute)  SMS (EU R/minute)  Data (EUR/Mb)  
[…] […] […] […] 
[…] […] […] […] 
[…] […] […] […] 
 
(182)  By reaching this agreement with Telenor , Elisa will continue to benefit from 
discounted rates […]. The data roaming rates agreed therein correspond to […]. 
(183)  In light of all the above, the Commission considers that the merged entity has neither 
the ability nor the incentive to foreclose its competitors, in particular Elisa, on the 
downstream market for mobile telecommunications in Finland.  
5.4.3.4.  Conclusion  
(184)  In light of the analysis above , the Commission concludes that the Transaction does 
not give rise to serious doubts as to its compatibility with the internal market in 
relation to the vertical link between the upstream markets for wholesale international 
roaming services in Norway and F inland and the downstream markets for the retail 
supply of mobile telecommunication services in Norway and Finland.  
6. CONCLUSION  
(185)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with  the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.  
                                                 
116  Notifying Party’s response to RFI 4, Annex 1.  
117  See email from the Notifying Party to the case team of […].  
 
40 For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission