Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERG ER-REGISTRY@ec.europa.eu . 
 EUROPEAN COMMISSION  
 
 
 
 
 
Brussels, 7.11.2018  
C(2018 ) 7527 final  
 
 
 
 
 
To the notifying parties:  
 
Subject : Case M. 8744 - DAIMLER / BMW / CAR SHARING JV  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2)  of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,   
(1) On 17 September 2018, the European Commission received a notification of a 
proposed concentration pursuant to Article 4 of Council Regulation (EC) No. 
139/20043 by which Bayerische Motoren Werke Aktiengesellschaf t (“BMW ”) 
and Daimler AG (“ Daimler ”) (together, the "Parties") intend to establish six joint 
ventures (separately, "the JVs"; all six together, the "JV"), bringing together the 
Parties' mobility services in five business fields ("the proposed Transaction") . The 
sixth joint venture will manage the brands and license them out to the other joint 
ventures. BMW and Daimler will jointly control the JV within the meaning of 
Articles 3(1)(b) and 3(4) of the Merger Regulation.  
                                                 
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 Agree ment').  
3 OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation") . 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omitted has been replaced by ranges of figures or a 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.  PUBLI C VERSION  
2 1. THE PARTIES  
1.1. BMW  
(2) With the trademarks BM W, Rolls Royce and MINI, BMW is a manufacturer  
("OEM")  of passenger cars and motorcycles worldwide  as well as a provider of 
services in the field of individual mobility , such as (free -floating) car sharing 
services . BMW is  a publicly listed company establi shed under German law  which 
is headquartered in Munich, Germany. Passenger cars include plug -in hybrid  
vehicles and electric vehicles.  With its subsidiary "DriveNow" , BMW provides 
free-floating car sharing services.  
1.2. Daimler  
(3) With its divisions Mercedes -Benz  Cars, Daimler Trucks,  Mercedes -Benz Vans, 
Daimler Buses and Daimler Financial Services, Daimler is a publicly listed 
company established under German law with its registered  headquarter in 
Stuttgart, Germany . Daimler is globally active in the  development,  manufacturing 
and distribution of automotive products, mainly  passenger cars, trucks, vans and 
buses. The Mercedes -Benz Car division sells  passenger cars under the Mercedes -
Benz and ‘smart’ brands. Daimler  Financial Services supports the sales of 
vehicles  worldwide. Its product and services portfolio consists of tailored 
financing and leasing packages for dealers and customers, as well as financial 
services such as insurance brokerage, investment products, credit cards, and full 
fleet management and leasin g services.  
(4) With its subsidiary "car2go" Daimler provides free -floating car sharing services.  
2. THE OPERATI ON AND THE CONCENTRATION  
(5) The proposed Transaction concerns the acquisition by BMW and Daimler of joint 
control over six legal entities, bringing together the Parties' mobility services in 
five business fields, i.e. (i) car sharing services DriveNow and car2go, (ii) ride 
hailing services, (iii) parking services, (iv) charging services as well as (v) other 
on-demand mobility services. The sixth joint  venture will manage the brands and 
license them out to the other joint ventures. The Parties will transfer existing 
business to the JV. The JV will offer its services to commercial customers, public 
entities and private customers. It is planned that the J V will operate in various 
countries worldwide. In  the EEA , the Parties'  activities  will overlap  in seven cities 
within the EU, namely in Austria (Vienna), Germany (Berlin, Cologne, 
Dusseldorf , Hamburg and Munich) and Italy (Milan).  
(6) More specifically, Daiml er will contribute to the JV:  
(7) car2go:  a provider of free -floating car sharing services ( www.car2go.com ), fully 
owned by Daimler. Previously Daimler held 75% of the shares in car2go Europe 
GmbH and [INFORMATION ON TRANS ACTION STRUCTURE] . The 
remaining 25% in car2go Europe GmbH were held by the car rental company 
Europcar. However, meanwhile Daimler has acquired the entirety of the shares of 
3 and thereby sole control over car2go from Europcar.4 Daimler will contribute to 
the JV all the shares in car2go. [INFORMATION ON TRANSACTION 
STRUCTURE] . 
(8) mytaxi group  (Intelligent Apps GmbH)  (“mytaxi ”): a taxi dispatch service 
provider (for Europe see under www.de.mytaxi.com). Currently, Daimler holds 
[INFORMATION ON SHARES ]% of the shares in Intelligent Apps GmbH and 
its subsidiaries with the brands mytaxi, Chauffeur Privé, Beat and Clever taxi. 
[INFORMATION ON TRANSACTION STRUCTURE]5 [INFORMATION ON 
TRANSACTION STRUCTURE] . The Parties do not, however, offer ride -hailing 
services in the EEA.  
(9) moovel:  a multimodal online platform, providing customers with access to a wide 
range of mobility offerings by enabling in -app searching, booking, ticketing and 
payment (www.moovel.com). Currently, Daimler holds 100% of the shares in 
moov el. 
(10) BMW will contribute to the JV:  
(11) DriveNow:  also a provider of free -floating car sharing services ( www.drive -
now.com ), fully owned by BMW. Previously BMW held 50% of the shares in 
DriveNow. The remaining 50% were h eld by the car rental company Sixt. 
However, meanwhile BMW has acquired the entirety of the shares of and thereby 
sole control over DriveNow from Sixt.6 BMW will contribute to the JV all of the 
shares in DriveNow.  
(12) ReachNow:  a provider of car sharing and ri de hailing services 
(www.reachnow.com ) in Seattle and Portland (USA). Currently, BMW holds 
100% of the shares in ReachNow.  
(13) Parkmobile/Parknow  (“ParkNow”):  providers of digital cashless parking 
payment services (de.pa rk-now.com; us.parkmobile.com). Currently, BMW holds 
100% of the shares in [INFORMATION ON TRANSACTION STRUCTURE] . 
BMW will contribute to the JV all its shares in ParkNow.  
(14) ChargeNow: a provider of access to charging stations of various charge point 
operato rs (www.chargenow.com). Currently, BMW holds 100% of the shares in 
ChargeNow.  
                                                 
4 The acquisition of the remaining 25% of the shares in car2go by Daimler was signed on [DATE OF 
SIGNING]. The transaction has been notified to the Austrian competition authority 
(Bundeswettbewe rbsbehörde ) and  the German Federal Cartel Office ( Bundeskartellamt ). The 
acquisition of the remaining car2go shares by  Daimler has been cleared by the Bundeskartellamt on 
8/03/2018 and by the  Bundeswettbewerbsbehörde on 30 /03/2018.  
5  Annex 5.1(e), paragra ph 1 and Annex 3.1(c), paragraph 2.2(a)(i ) of the [INFORMATION ON 
AGREEMENT] . 
6 The acquisition of the remaining 50% of the shares in DriveNow by BMW was signed on [DATE OF 
SIGNING] . The transaction has been notified to the  Austrian competition authority 
(Bundeswettbewerbsbehörde ) and the German Federal Cartel Office ( Bundeskartellamt ). The 
acquisition of the remaining DriveNow shares has been cleared by the Bundeskartellamt on 
07/02/2018 and by the Bundeswettbewerbsbehörde on 28 /02/2018.  
4 (15) The single transactions for each one of the JVs are interdependent as they are 
conditional upon each other.7 In addition, the individual  transactions are linked in 
the following way:  
(16) First, the envisaged transactions are de jure inter-conditional. Some structural 
preparation steps and the contribution of the business fields to the JVs are closing 
conditions8 in the [INFORMATION ON AGREEMENT]  are closing actions 
under the [INFORMATION ON AGREEMENT] .9 Thus, the Parties will not close 
the [INFORMATION ON AGREEMENT]  without a legal obligation to 
[INFORMATION ON AGREEMENT] . 
(17) The [INFORMATION ON AGREEMENT]  states that BMW and Daimler wish to 
implement their cooperation by setting  up the JVs and by establishing a player in 
the innovative mobility service business through these JVs. According to the 
above -mentioned agreements, the Parties will not set up one of the JV without the 
other ones. [INFORMATION ON AGREEMENT] . 
(18) Secondly, the  single transactions are also de facto  inter-conditional. All 
transactions are intended to serve the same purpose: BMW and Daimler have the 
aim to establish a mobility service provider that offers the whole range of 
mobility services. It is planned that th e offerings of the six JVs will be 
combined .10 Moreover, there will be a strategic alignment of the JVs in future11. 
As a result, also the economic aim of the transactions shows that they will be 
carried out together and in parallel.  
2.1. Joint Control  
(19) Post-closi ng, the Parties will each hold 50% of the shares and voting rights in all 
the JVs (and, consequently, in the JV), [INFORMATION ON TRANSACTION 
STRUCTURE] . Each of the JVs (and, consequently, the JV) will be jointly 
controlled by BMW and Daimler.12 
(20) Each JV wi ll at least have two managing directors (CEO and CFO). Generally, 
the appointment or dismissal of the directors must be decided by majority vote13. 
                                                 
7 Paragraph 38 CJN . 
8 Section 5.1 of the [INFORMATION ON AGREEMENT] . 
9 Section 6.3 of the [INFORMATION ON AGREEMENT]  once all merger control approvals have been 
received.  
10 Section 1.3 of the [INFORMATION ON AGREEMENT]  and Section  1.4 of the [INFORMATION 
ON AGREEMENT] . 
11 Section 2.4 (d) of the [INFORMATION ON AGREEMENT] . 
12 [INFORMATION ON TRANSACTION STRUCTURE] . 
13 Section 3.2 (e) and Section 3.2 (f) of the [INFORMATION ON AGREEMENT] . 
5 Thus, BMW and Daimler each have a relevant veto right within the meaning of 
the CJN .14 [INFORMATION ON CORPORA TE GOVERNANCE] .15 
(21) Corporate planning and the budget must be decided by a qualified majority, i.e. at 
least 75% of the voting rights.16. [INFORMATION ON CORPORATE 
GOVERNANCE] .17 
(22) The above shows that topics which relate to strategic decisions cannot be decided 
by either  BMW or Daimler alone. [INFORMATION ON CORPORATE 
GOVERNANCE] .18 [INFORMATION ON CORPORATE GOVERNANCE] .  
(23) Therefore, BMW and Daimler will have joint control over the JV.  
2.2. Full functionality  
(24) The JV will be fully -functional within the meaning of the CJN,19 as it fulfils all 
the relevant criteria, namely (i) the assets attributable to the JV already operate on 
markets and they perform the functions normally carried out by undertakings 
operating on the same markets; (ii) the JV will not only serve a spec ific function 
for the Parties, but will conduct business with third parties and have own access 
to and presence on markets, (iii) [INFORMATION ON TRANSACTION 
STRUCTURE]20; (iv) there are no strong sales or purchase relations with the 
Parties, (v) the JV wil l be operating on a lasting basis.  
(25) With regard to (iv), the Parties will provide vehicles to the relevant JVs. 
However, this is in fact not different to the situation today with regard to, on the 
one hand, BMW and DriveNow and, on the other hand, Daimler and car2go.21 
[INFORMATION ON CORPORATE GOVERNANCE AND BUSINESS 
PLANS] .22 [INFORMATION ON CORPORATE GOVERNANCE AND 
BUSINESS PLANS] .23 [INFORMATION ON CORPORATE GOVERNANCE 
                                                 
14 Paragraph 69 of the CJN.  
15 Section 2.4 [INFORMATION ON AGREEMENT] . 
16 Section 6.1 [INFORMATION  ON AGREEMENT] . 
17 Section 1.5(b) [INFORMATION ON AGREEMENT]  and Section  6.1 [INFORMATION ON 
AGREEMENT] . 
18 See Section 3 of the [INFORMATION ON AGREEMENT] . 
19 Paragraphs 91 and ff of the CJN.  
20 Section 5 of the [INFORMATION ON AGREEMENT] . 
21 Section 7(4) of t he [INFORMATION ON AGREEMENT] . 
22 Section 5.1(f) of the [INFORMATION ON AGREEMENT] . The Parties confirm, in their reply to 
question 3 of RFI 13 dated 6 November 2018, what stated in paragraphs 134 and ff of the Form CO, 
i.e. that the supply volume of vehicl es to DriveNow and car2go is marginal in comparison to BMW's 
and Daimler's overall supply volume.  
23 Section 1.7(b) [INFORMATION ON AGREEMENT] . 
6 AND BUSINESS PLANS] .24 [INFORMATION ON CORPORATE 
GOVERNANCE AND BUSINESS PLANS] . However,  this is only an ancillary 
function of the JV as its focus lies in providing services to third parties. In 
conclusion, the Parties estimate that the JV's turnover with the Parties will be less 
than [INFORMATION ON TURNOVER] % of the JV's total turnover.  
(26) With regard to (v), there is no specific duration in the [INFORMATION ON 
AGREEMENT AND ON CORPORATE GOVERNANCE] .25 
3. EU DIMENSION  
(27) The undertakings concerned have a combined aggregate worldwide  turnover of 
more than EUR 5 ,000 million26. Each of them has a n EU-wide  turnover in excess 
of EUR 250 million, but they do not achieve more than two -thirds of their 
aggregate EU-wide turnover within one and the same Member State . 
(28) The Transaction has therefore an EU dimension according to Article 1(2) of the 
Merger regulation.  
4. MARKET DEFINITION   
4.1. Relevant product market  
Horizontal ly Affected  Markets  
(29) The stated rationale of the deal is to prepare for a future in which individual car 
ownership and therefore vehicle sales decrease, and mobility is instead provided 
as a service; and ultimately, for the age of self -driving vehicles when taxi, ride 
hailing a nd car sharing services all collapse into one mobility market. However, a 
single product market for all mobility solutions seems , at least for the near future , 
unlikely to be the relevant market.  
(30) In prior decisions, the Commission dealt with the market fo r (i) all passenger 
transport services27 and for  (ii) short term car rental services including car sharing 
services.28 However, there are no prior decisions in which the Commission dealt 
with (iii) car sharing services or (iv) free -floating car sharing servi ces. As a 
consequence, the Parties submit that the Commission should consider either the 
                                                 
24 Section 7.3 [INFORMATION ON AGREEMENT] . This means that [INFORMATION ON 
BUSINESS PLANS] . 
25 [INFORMATION ON CORP ORATE GOVERNANCE] . 
26  Turnover calculated in accordance with Article 5 of the Merger Regulation .  
27 See e.g., Cases M.8441 – Firstgroup/MTR Corporation/South Western Rail Franchise , para. 14 et 
seq.; M.7146 – Govia/Thameslink, Southern and Great Northern Passenger Rail Franchise , para. 16.  
28 See e.g. Cases M.8309 – Volvo Car Corporation/First Rent A Car , paragraphs 41 et seq.; M.6333  
BMW/ING Car Lease , paragraphs 17 et seq.   
7 overall market for all passenger transport services29 or, at least, the market for 
short term car rental services assessed at national level.  
(31) For the reasons explain ed in sections 4.1.1 , 4.1.2 , 4.1.3  below , and in line  with the 
decisional practice of the Commission and consi dering the number of novel 
mobility solutions that have been recently realised in various cities across the 
EEA , it appears appropriate to assess the proposed Transaction under all the 
market segmentations . 
4.1.1.  All passengers transport services  
4.1.1.1.  Commission's p ractice  
(32) The Commission has considered  a product market that comprises all passenger 
transport services. For example, in one decision, the Commission stated that the 
relevant product market with regard to railway services could be as wide as all 
passenger t ransport services or as narrow as solely rail services.30 In another case, 
the Commission ’s market investigation indicated  that car sharing services exert ed 
pressure on the transport by bus, especially regarding short and medium 
distances, and on the transport by personal car.31 
4.1.1.2.  Parties' view  
(33) The Parties submit that it would be accurate to define a market encompassing all 
passenger means of transport including different options, such as public transport, 
taxis, cars, scooters and (electric) bicycles  for short to medium distances . The 
Parties argue that the Parties' customers use the services of different providers 
already today as prices are transparen t and there are several transportation options 
available for a specific trip.32 
(34) The Parties also refer to the fact that , in their view,  smartphones and apps are 
widely available  and that, as a consequence, passengers use different means of 
transport especia lly for short and medium distance  journeys .33 
(35) The Parties also refer to the Zipcar/Streetcar  merger, reviewed by the UK 
competition authority in 201034 and to the Europcar/Buchbinder merger, 
                                                 
29 The Parties submit that the market for all passenger transport services should  include public transport, 
taxi services together with non -traditional services (such as Uber ), car rental (including car sharing 
activities), motor scooters rental, electric scooters rental, (electric) bicycle rental and private 
transportation options (e. g. carpooling) . 
30 See e.g., Cases M.8441 – Firstgroup/MTR Corporation/South Western Rail Franchise , para. 14 et 
seq.; M.7146 – Govia/Thameslink, Southern and Great Northern Passenger Rail Franchise , para. 16.   
31 See e.g. Case M.5741 – CDC/Veolia Environme nt/Transdev/Veolia Transport , para graph  20.   
32 Form CO, paragraph 119.  
33 Form CO, paragraphs 74 -75. 
34 UK Competition Commission (now CMA), final report of 22 December 2010, Streetcar/Zipcar . 
8 reviewed by the Bundeskartellamt  in 201735. Whil st the UK competitio n authority 
took a narrow car sharing segment as a starting point, it acknowledged in its 
further assessment that there is in fact a high degree of potential substitution 
between car sharing and other transport options, such as car rental, taxis and 
public  transport and that these alternatives constrain the prices for car sharing.36 
The Bundeskartellamt , on the other hand, left the precise market definition open 
and dealt with car sharing as a minor aspect, given that the merger did not 
concern car sharing providers.  
4.1.1.3.  Commission's assessment  
(36) With regard to the supply side, the majority of  OEMs that responded to the 
market investigation did not consider the non -car sharing  mobility solutions as 
substitutable with  car sharing. As a consequence, the market investigation did not 
reveal the  market for all passengers transport as being the relevant product 
market. Rather , station -based car sharing was identified  by OEMs that responded 
to the market investigation as the best alternative  to free -floating . In particular, 
one OEM stated that " all the other mobility solutions are significantly different, 
both from a  customer perspective and from the operating mode: (i) car sharing 
requires embedded technology to allow door unlock/lock from a smartphone (or 
RFID card), […] (ii) ride hailing and taxi do not offer the same privacy (driver 
aboard) and pricing as car shar ing, (iii) public transport does not offer the same 
privacy and flexibility since it is based on a fixed route and time schedule, (iv) 
bike and scooter sharing do not offer the same comfort and luggage capacity, are 
unpleasant to use with bad weather condi tions [… ], (v) own ca r requires  a totally 
different budget for the end user in order to acquire, insure and maintain the 
vehicle, and afford a parking place […] ". 
(37) When asked about  close substitutes, ride hailing was identified as the closest 
substitute to free-floating car sharing  by OEMs that responded to the  market 
investigation , followed by station -based car sharing and taxi on the one hand, and 
by public transport and car rental . Another  OEM  stated that " scooter and bicycle 
sharing are less close to car  sharing due to comfort and risk perception, [whilst] 
own car and car rental and taxi are less comparable due to higher costs, ride 
hailing is less comparable due to customer experience […] ". 
(38) Among st other car sharing, scooter sharing, ride -hailing, taxi o r other  mobility 
service s providers  ("mobility service providers") , station -based car sharing was 
picked up by mobility service providers that responded to the market 
investigation as the best alternative  to free -floating car sharing , followed by peer -
to-peer car sharing and taxi and by ride hailing and public transport . Some 
mobility service providers who responded to the market investigation indicated 
that free -floating car sharing is only used for spontaneous journeys.  
(39) When asked about  close substitutes , station -based car sharing was identified  as 
the closest substitute to free -floating  by mobility service providers that responded 
to the market investigation , whilst taxi and ride -hailing were picked up  as close 
                                                 
35 Bundeskartellamt, 26 /09/2017, Europcar/Buchbinder.  
36 Form CO, paragraph 76.  
9 substitutes  to free -floating car sharing . One respondent to the market investigation 
stated that " although the ease of picking up and dropping off a car using free -
floating car sharing services is [more] analogous  to car ownership, car 
ownership is cost prohibitive for many due to the cost of the  car, parking, gas, 
insurance and maintenance , Therefore, for those who don’t have free -floating car 
sharing as an option, station -based car sharing and peer -to-peer car sharing are 
the most analogous  to free -floating car sharing. Ride hailing and taxi are  cost 
prohibitive for longer distances […] and therefore not competitive , and if bulky 
items or larger groups (such as family) are being transported, the other options 
(public transport, scooter sharing, bicycle sharing, etc.) are not competitive ". 
(40) The maj ority  of providers of front -end/back -end and hardware/software  car 
sharing -related technology  ("technology providers ") who responded to the market 
investigation indicated station -based car sharing as being part of the same market 
as free -floating car shari ng. A minority of the technology providers who 
responded to the market investigation indicated that bicycle sharing belongs to the 
same market as free -floating car sharing. None of the technology providers who 
responded to the market investigation mentione d other mobility solutions as being 
part of the same market as (free -floating) car sharing.   
(41) When asked about  close substitutes,  one technology provider amongst those that 
responded  to the market investigation indicated taxi as being closest substitute to 
station -based car sharing and  public transport and ride -hailing as being close 
substitutes to station -based car sharing.  Another respondent to the market 
investigation indicated fre e-floating as being close substitute to ride -hailing.  
(42) On the basis of the results of the market investigation as outlined above, not all  of 
the transport options set out above appear to be  closely substitutable with one 
another . There are stark differences  both from a customer perspective and in the 
positions the various actors on the supply side , as well as very different pricing 
levels .  
(43) For the purpose of this decision, the Commission considers it more appropriate to 
assess the proposed Transaction on a market for (free -floating)  car sharing 
services  as the narrowest -possible relevant market . However, t he Commission 
will also have due regard  to the competitive pressure exerted by some other 
passengers transport services on (free -floating) car sharing in i ts competitive 
assessment below.  
4.1.2.  Short term car rental services  (including car sharing )  
4.1.2.1.  Commission's practice  
(44) In prior decisions, the Commission has considered a market for car rental 
services. In this framework, the Commission considered that this market  could be 
further segmented into (i) short -term car rental services (e.g. for business trips, 
leisure trips, tourism) and (ii) long -term car rental services (e.g. with a rental 
period of more than one year).37 The Commission mentioned further possible 
segmentation of the car rental segment based on customers groups, vehicle 
                                                 
37 See e.g. Cases M.6333 BMW/ING Car Lease , paragraph 17; M.4613 Eurazeo S.A./ApcoaParking 
Holdings GmbH , paragraph 16; M.8569 – Europcar/Goldcar , paragraph 11.   
10 category and a possible separate segment for replacement rentals.38 In addition, it 
has considered whether other mobility solutions such as c ar sharing from part of 
short -term car rental services.39  
(45) At national level, the French Autorité de la Concurrence , when assessing the 
merger between France Cars and the Avis Budget Group40, examined the market 
for car rental services, taking into account t he Commission's case BMW/ING Car 
Lease41, where the notifying parties argued that the short -term car rental segment 
includes car sharing activities.42 Finally, the Autorité de la Concurrence  left the 
market definition open in this regard.43 
4.1.2.2.  Parties' view  
(46) In the event  the Commission does not accept  an all passengers, transport services 
relevant market, at least a short term car rental segment  should be considered , 
along with car sharing services, as a relevant product market , without further 
segmentation be ing appropriate .44 In their view, it would not be accurate to 
separate car sharing from a short term car rental segment, for reasons of demand 
substitution, supply substitution, potential competition and expansion.45 
(47) With regard to demand -side substitutabili ty, according to the Parties, the customer 
is flexible and can choose a specific car from a number of vehicles offered in 
order to drive to a destination; he only pays for the concrete use; both options are 
attractive for a short period of time; pricing fl exibility and flexibility in access to 
the car; and a number of car rental companies has already introduced fully 
'counterless'  short term car rental services.46 With regard to the supply -side 
substitutability, according to the Parties, car rental companies can easily align 
                                                 
38 See e.g. Case M.4613 – Eurazeo S.A./Apcoa Parking Holdings GmbH , paragraph 16.    
39 See e.g. Cases M.8309 – Volvo Car Corporation/First Rent A Car , paragraphs 41 et seq.; M.6333  
BMW/ING Car Lease , paragraphs 17 et seq.   
40 Autorité de la Concurrence, Decision of 06/12/2016, France Cars/A vis Budget Group (16-DCC -200) 
(http://www.aut oritedelaconcurrence fr/pdf7avis/16DCC200versionpublication.pdf).  
41 Ibid, paragraph 7.  
42 Case M.6333 - BMW/ING Car Lease, paragraphs 18 et seq.  
43 Autorité de la Concurrence, Decision of 6 December 2016, France Cars/Avis Budget Group (16-DCC -
200), paragraph s 7 and 17.  
44 Form CO, paragraph 77.  
45 Form CO, paragraph 112.  
46 Car rental services where customers do not need to go to a reception counter to rent the car (to pick up 
the keys and provide the relevant documents). For example, Hertz has launched a new concept (Hertz 
24/7) which can currently be used in  Europe (in the UK, Germany, France, Portugal, the Netherlands, 
Italy, Belgium  and Spain) and in Australia. The rental p rocess is fully ‘counterless’: v ia a smartphone 
app, the customer can reserve a car a t any time. The customer obtains  access  to the car by using a PIN 
code. Currently, cars can be picked -up at  highly -frequented places (in the UK, for instance, in 
hundreds of IKEA, B&Q,  and Costco stores). The customer is charged by hourly rates.   
11 their offerings to car sharing services in a timely manner insofar as they have not 
already introduced 'counterless' services, only requiring some minor changes that 
do not cause substantial costs.  
4.1.2.3.  Commission's assessment  
(48) Only a  minority  of OEMs and mobility service providers  responding to the 
market investigation  considered car rental to be part of the same market as free -
float car sharing. Only two respondents  ranked car rental as the closest alternative 
to or substitute for free -floating car sharing, while three respondents ranked it as 
second closest alternative, 12  others ranked it as third closest alternative, and the 
majority of responde nts did not even indicate car rental as a substitute for  free-
floating car sharing .47 
(49) Some respondents  highlighted the differences between free -floating car sharing 
and car rental, e.g. the technology used (lock/unlock or RFID card), enrolment 
services  requiring the visit of a reception desk in the case of rental services , and 
making round trips  (as opposed to the flexibility  in case of free -floating car 
sharing ) as well as peculiarities in  billing  (e.g. car rental services do not allow 
billing based on the number of minutes driven ),  etc. Others indicated that free -
floating car sharing " can be more flexible than station based car sharing and 
rental ", and that " car rental and taxi are less comparable due to higher costs ".48  
(50) On this basis, for the purpose of this decision , the Commission does not consider 
it appropriate to consider a short -term car rental market including (free -floating) 
car sharing as the relevant product market  in this case . As stated above, f or the 
purpose of this decision , the Commission c onsiders it  more appropriate to assess 
the pr oposed Transaction on a  market for (free-floating ) car sharing  and to look  at 
the competitive pressure exerted by car rental  on (free-floating ) car sharing in its 
competitive assessment below.  
4.1.3.  Car sharing as a w hole and station -based v s free-floating  
4.1.3.1.  Commission's practice  
(51) The Commission has only dealt with car sharing services in a few decisions 
adopted under  the simplified procedure49, and there appears to be no settled  
practice with regard to this possible relevant product market.  
4.1.3.2.  Parties' view  
(52) As explained above in paragraphs (46) - (47), the Parties only suggested a broad 
passenger transportation market and (alternatively) a short -term car rental 
segment  including car sharing , arguing that a further segmentation is not 
appropriate.  
                                                 
47 Replies  to questions 4 -5 of questionnaire to OEMs. Replies to questions 6 -7 of questionnaire to 
mobility service providers.  
48 Replies to questions 4 -5 of questionnaire to OEMs.  
49 See e.g. M.8163 - AC/EYSA/JV and M.6437 – Enterprise Holding / CITER .   
12 4.1.3.3.  Commission's assessment  
(53) Car sharing is a type of self -service car rental in which cars are picked up and 
returned by the user without the need to interact with a staff member . It is 
designed to provide on -demand mobility for people who want to rent cars for 
short distances and short periods of tim e. After a one -time registration and 
authentication process,  car sharing users can flexibly search and reserve cars 
through a dedicated  smartphone app.  It is usually offered within a certain area of 
a city and can be further sub -segmented into (i) station -based car sharing , (ii) 
free-floating car sharing  and – to a very small exten t – (iii) peer -to-peer car 
sharing.  
(54) Station -based car sharing – usually used for several hours and longer distances 
than free -floating car sharing – means that the custome r needs to coll ect and 
return the car to fixed stations . Usually, the car has to be returned to the same 
station where it was picked up.  Station -based car sharing  is only suitable for 
round trips, it requires prior booking and it is generally for longer du rations.  
Neither of the Parties is active in station -based car sharing.  
(55) Free-floating car sharing – mostly used for short -term trips of around 20 minutes 
and usually  paid per minute  – allows c ustomers to pick up and drop off the car 
anywhere within a certa in delimited area of a city using authori sed parking  spaces 
(e.g. public parking spots).  The car can then be picked up by the next user in the 
location where the previous user parked it.  The car sharing market is a dynamic, 
young and growing market, which is often (especially in the field of free -floating 
car sharing) not profitable yet.  
(56) Peer-to-peer (P2P) car sharing  involves cars belonging to private individuals. 
Market players provide an online platform t o handle the transaction, offer 
insurance, and in  some  cases equip the car w ith telematic devices to ensure easy 
access. Users pick up and return the car where the owner has parked it (e.g., in 
front of her home).  For the purpose of this decision, P2P car sharing will not be 
further discussed as none of the Parties is active in P2P car sharing and it still 
appears  – in relation to free -floating and station -based car sharing – negligible 
with respect of its size in the cars sharing market.  
(57) In some cities, there is a trend towards convergence of f ree-floating and station -
based car sharing due to the fact that free -floating car sharing suppliers offer 
schemes which allow for booking of a longer time, e.g. 3, 6, 9 and 24 hours with 
fixed prices and a maximum number of driven kilometres included , whil e station -
based car sharing suppliers offer shorter renting schemes based on minutes, as is 
the standard in free -floating. There is also one supplier which has instead of a 
fixed station certain areas in which the car can be picked up and returned.  
(58) The ma jority of the OEMs, mobility service providers and technology providers  
considered that  station -based  car sharing  would  belong to the same market as 
free-floating car sharing.  In terms of close substitutes, station -based car sharing 
was mostly chosen by mo bility service providers and technology providers as the 
closest substitute to free -floating car sharing and by OEMs as one (behind ride 
hailing) of the close substitutes to free -floating car sharing .  
(59) In addition to the replies to the market investigation , the Commission , in order to 
delineate the relevant product market,  has also considered the results of a  July 
13 2018 customer survey in 14 EEA cities  by CRA , including the seven overlap 
cities, which was submitted by the Parties' economic advisers  in August 2018 .50 
This survey was conducted in order to better understand the substitution patterns 
of users of the Parties' car sharing services towards one another and towards other 
service providers and means of transport.  
(60) On the demand side, the custom er survey shows that (i) the market is evolving, 
(ii) there is a large range of mobility services that are , to varying degrees,  seen as 
substitutes by consumers, including public transport, (iii) the highest diversi on 
ratio goes to competing free -floating car sharing suppliers, narrowly followed by 
public transport as t he only real other alternative.  
(61) Among other, this survey asked users which alternative mobility service they 
would use for a typical trip if their preferred provider were not available for at  
least six months. Such diversion questions may allow discerning which services 
users would be most likely to switch to as an alternative to their preferred 
provider. Table A below indicates the answer to this question for car2go and 
DriveNow users as a si mple average of overlap cities.  
 
 
 
 
 
 
 
 
 
 
 
 
 
       Table A: Diversion ratios to and from the Parties  
 
 
                                                 
50 CRA  Charle s River Associates , Project KITT – analysis of EU survey results, 21 /08/2018.   
 Diversion from  
Diversion to  car2go  DriveNow  Average  
car2go  ./. [40-50]% 
[30-40]% 
DriveNow  [20-30]% ./. 
Public transport  [30-40]% [20-30]% [20-30]% 
Own car  [10-20]% [10-20]% [10-20]% 
Bike/scooter  [5-10]% [5-10]% [5-10]% 
Other free floating  [5-10]% [5-10]% [5-10]% 
Taxi/Uber  [5-10]% [0-5]% [5-10]% 
Rental/station -based  [0-5]% [0-5]% [0-5]% 
Other  [0-5]% [0-5]% [0-5]% 
Total  100%  100%  100%  
14 (62) As shown  in the table, users tend to view the respective merging partner as the 
closest competitor (with on average [30-40]% of customers stating that they 
would switch to the merger partner as their preferred second option). The 
difference in the diversion r atios between users of Driv eNow and car2go may be 
explained by the different types of ca rs on offer. The c ars offered by DriveNow 
are larger and more expensive per minute leading to relatively fewer users of 
car2go switching to DriveNow .  
(63) Table A also show s, however, that public transport  is an equally credible 
alternative to DriveeNow/car2go for a substantial number  of users (with on 
average [20-30]% stating that they consider it their second best option). Finally, 
customers appear to consider a variety of  other means of transport as potential 
alternatives. Depending on the specific customer and the situation he or she is in, 
different mobility services may therefore be a substitute to the Parties' car sharing 
offers.51 
(64) Given that, as show in Table A, more t han [50-60]% of the customers would 
change to alternative means of transports, especially to public transport and to 
their own cars, which shows the large heterogeneity of substitution patterns of 
customers between the different means of transport, the Commission considers 
that market definition in car sharing and market shares may be less precise 
indicators of competitive positioning in this case . Therefore, w hile the 
Commission will assess this transaction also on both a market for car sharing and 
in the narrowest plausible market of free -floating car sharing , it will in its  
competitive assessment also take account of certain out-of-market constraints 
exerted by , in particular , the public transport services , that are no t included in 
such a  market.  
4.1.3.4.  Conclusion  
(65) Although, on the basis of the results of the market investigation and the  above -
referred  customer survey, it cannot be ruled out that there is a separate market for 
free-floating  car sharing, the precise market defin ition can be left open as also in a 
broader market encompassing all types of car sharing  (and not just free -floating 
car sharing services)  the assessment would no t change . 
Vertical ly Affected  Markets  
(66) The Commission also identified  several  possible vertical ly affected markets, 
mostly between the manufacturing of passenger cars and the activities of some of 
the JVs, including free -floating c ar sharing. As set out below, t hese vertical 
relations do not appear to be of any  major concern due to the Parties' mode rate 
share in the market for passenger cars and the presence of several strong 
competitors  in that market . 
                                                 
51 While a diversion ratio of "only" 36% to the respective merging partner may appear small at first sight, 
it should be stressed that this is not so. In particular, note that in a hypothetical market where two out 
of four symmetric firms merge, the diversion ratio from one merging partner to the other would be 
only 33.3%, even though the combined market share of the merging firms would be 50%. Diversion 
ratios of 36% are therefore  consistent with significant closeness of substitution (see the competitive 
assessment further below).  
15 4.1.4.  Parking  
4.1.4.1.  Commission's practice  
(67) In Fortis AG SA/Bernheim -Comofi SA, the Commission dealt with car parking 
operators. The notifying parties were of the opinion that a market for the 
operation of paid public parking facilities (without free parking spaces, residential 
parking or private or company parking) should be considered.52  
(68) In the case Eurazeo S.A./Apcoa Parking Holdings GmbH, the Commission looked 
at a possible separate market for parking management services.53 The notifying 
parties argued that a broader market for facility management services should be 
taken into account.54 The Commission’s market investigation showed that 
providers of such services a re usually chosen in tender procedures on a long -term 
basis. They do not mandatorily own the buildings, but manage them  under a 
facilities  management contract. The Commission ultimately chose to leave the 
exact market definition open.55 The provision of car park management services 
“at off -street parking facilities”56 in the UK has been examined in the 
Commission’s competitive assessment  in the case Mirael/Ferrovial/NDH I.57 
 
4.1.4.2.  Parties' views  
(69) In the Parties’ view, the market should comprise a ll companies that supply 
hardware which provides access and payment services. This includes suppliers of 
payment terminals and access equipment, such as (cashless) card payment 
terminals.  According to the Parties, it is not plausible to divide the market f or 
parking (including hardware payment) services into a sub -segment limited to 
software/mobile technology.58  
4.1.4.3.  Commission's assessment  and conclusion  
(70) The Commission considers that  the market for parking services has evolved in 
such a way as to integrate (increasingly ) the (hardware) payment services, since 
customers most often pay at the terminals or with special parking payment cards 
rather than at the reception desk. Hence, the Commission considers it appropriate, 
for the purpose of this decision, to car ry out its vertical  competitive analysis  
below on the market for parking services including hardware payment services as 
well as on a sub -segment limited to software/mobile technology.  
                                                 
52 Case M.2825 - FORTIS AG SA/BERNHEIM -COMOFI SA, paragraph 10.  
53 Case  M.4613 - Eurazeo S.A./Apcoa Parking Holdings GmbH.  
54 Case M.4613 - Eurazeo S.A./Apcoa Parking Holdings GmbH, paragraphs 9 and 10.  
55 Case M.4613 - Eurazeo S.A./Apcoa Parking Holdings GmbH, paragraph 10; see also Case M.7398 - 
MIRAEL/FERROVIAUNDHI, paragraph 30.  
56 These are parking  facilities  anywhere but  on the streets, like garages and  lots. 
57  Case M.7398 - MIRAEL/FERRO VIAUNDHI, paragraph  33. 
58 Form CO, paragraph 215.  
16 4.1.5.  Charging  
4.1.5.1.  Commission's practice  
(71) In Verbund/Siemens/E -Mobility Provider A ustria, the Commission dealt with a 
market for the provision of electric mobility services, i.e. power supply for cars, 
infrastructure for charging cars and support services for users.59 The market 
investigation conducted by the Commission showed that it co uld be appropriate to 
distinguish between these three segments and to further separate the market into 
private and commercial  customers.60  
 
(72) Additionally, the upstream market for the production, supply and installation of 
charging infrastructure for electric mobility services has been analysed. 
According to the notifying parties, the market could be segmented into (1) 
charging hardware, (2) necessary software and (3) additional services. However, 
the notifying parties also stressed that the market is just developing and that such 
segmentation could therefore  be artificial61.  
 
4.1.5.2.  Parties' views  
(73) In the Parties’ view, the operation of charging points and the provision of electric 
mobility services constitute separate markets. ChargeNow , BMW's access 
provider  to charging stations of various charge point operators , is only active in a 
potential market for electric mobility services  (i.e. a market where drivers are 
offered an app to allow them finding public charging outlets and easily pay for the  
charge).  
 
(74) The Parties are of the opinion that it is not appropriate to segment the potential 
market for electric mobility services further, e.g. by customer groups. The reason 
is that practically all elect ric mobility service providers offer all kinds of services 
to all  type of customers or they are at least in a position to easily expand their 
product portfolio in  that regard within a short period of time.62 
 
4.1.5.3.  Commission's assessment  and conclusion  
(75) In light of the supply -side substitutability of charging or electric mobil ity services 
as explained by the Parties, and taking into account  the very limited presence of 
BMW, through its ChargeNow services, on the market for charging services 
(more particularly electric mobility services), t he Commission  considers  it 
appropriate,  for the purpose of this decision, to carry out its vertical competitive 
analysis  below on the market for charging services . 
                                                 
59 Case COMP/M.6641 - Verbund/Siemens/E -Mobility Provider Austria, para. 13.  
60 Case COMP/M.6641 - Verbund/Siemens/E -Mobility Provider Austria, para. 15 et  seq. 
61 Case COMP/M.6641 - Verbund/Siemens/E -Mobility Provider Austria, para. 26 et seq.  
62 Form CO, paragraph 215.  
17 4.1.6.  Passenger cars  
4.1.6.1.  Commission's practice  
(76) The Commission has in previous decisions distinguished between (i) the 
manufacture and supply of passenger cars and (ii) the distribution of passenger 
cars, considering both as possible upstream markets for activities such as full fleet 
management, car rental  or car leasing.63  
(77) As regards the manufacture and supply of passenger cars, the Commission has 
previously considered a segmentation on the basis of car categories : (i) mini cars; 
(ii) small cars; (iii) medium cars; (iv) large cars; (v) executive cars; (vi) luxury 
cars; (vii) sport cars; (viii)  sport utility vehicles ("SUV"s) and (ix) multipurpose 
vehicles . For the SUV segment , a further division into (i) small, (ii) medium and 
(iii) large SUVs has been considered.64 Moreover, the Commission has 
investigated whether  electric ca rs constitute a separate product market and 
whether this possible market should be further segmented  according to ( i) 
technology (electric battery cars and hybrid cars) or ( ii) the categories defined for 
vehicles with combustion engines.65 However, t he Commission left the market 
definition open in these cases . 
(78) As regards the distribution of motor vehicles, the Commission has in previous 
decisions distinguished between the wholesale and retail distribution of motor 
vehicles.66 In its previous decisions, th e Commission considered that the 
distinction between the wholesale distribution of passenger cars and light 
commercial vehicles was sufficient and that a further segmentation of passenger 
cars by narrower product segments based on certain categories of car s (e.g. mini 
cars, small cars, medium cars, etc.) was not appropriate given that 
“manufacturers normally distribute a model range which covers different market 
segments under the same distribution  channel” .67 
4.1.6.2.  Parties' views  
(79) The Parties submit that the relev ant market in the case at hand is the wholesale 
distribution of passenger cars, although the entirety of passenger car sales is 
channelled both via the wholesale and the retail distribution network of the 
Parties. The Parties explain  that large customers , such as car rental and car 
                                                 
63 See e.g. Case M.8309 - Volvo Car Corpora tion/First Rent A Car, paragraph  12; Case M.6333 - 
BMW/ING car lease, paragraph  24; Case M.5568 - Volkswagen/Fleet Investments/LeasePlan 
Corporation JV, paragraph  30. 
64 Case  M.8449  Peugeot/Opel,  paragraph  12.   
65 See e.g. Case M.8449 Peugeot/Opel,  paragraphs 14 et seq.  
66 See e.g. Case M.6403 - Volkswagen/KPJ Polska/Skoda auto Polska/VW bank  Polska/VW l easing 
Polska, paragraph  22. 
67 See e.g. Case M.6403 - Volkswagen/KPI Polska/Skoda auto Polska/VW bank Polska/VW  leasing 
Polska, paragraph  22; Case M. 182 - Inchcape/IEP, paragraph  9. 
18 sharing service providers, however, source passenger cars on the wholesale level 
and not on the retail level.68 
(80) In the Parties’ view, the market for manufacture and  supply of passenger cars 
should not be further segmented by categories of cars  or into a potential electric 
segment .69 
4.1.6.3.  Commission's assessment  and conclusion  
(81) In line with its previous  decisions , the Commission considers it appropriate, for 
the purpose of this decision, to carry out is vertical competitive analysis o n the 
abovementioned segments of the market for the manufacture and supply of 
passenger cars , i.e. (i) the different  categories of cars (mini cars, small cars, 
medium cars, multipurpose cars, sports cars)  and ( ii) electric cars, electric battery 
cars and h ybrid cars , because these constitute the narrowest plausible market 
segments .  
(82) With regard to the distribution of passenger cars, the Commission considers it 
appropriate, for the purpose of this decision, t o carry out its  vertical  competitive 
analysis below on the overall passenger cars distribution market, since the Parties 
channel the entirety of their passenger car sales via their wholesale and retail 
distribution networks , indicating supply -side substitutability between both 
distribution channels .70 
4.1.7.  Financial and operational leasing  
4.1.7.1.  Commission's practice  
(83) In its previous decisions , the Commission considered a distinction between (i) 
operational leasing, in which ownership of the relevant asset is typically not 
transferred to the l essee at the end of the lease and the risk of ownership are 
retained by the lessor, and (ii) financial leasing, which is generally for a longer 
period, during which the lessee fully repays the asset cost and in result acquires 
the ownership of the relevant  asset at the end of the lease.71 The Commission has 
also considered segmentations of the leasing market (i) according to the types of 
assets which are leased (cars, office equipment etc.), and (ii) according to the size 
of customers.72 In the end, it was le ft open whether there is one relevant product 
market for leasing or whether it should be segmented (i) into operational and 
financial leasing, (ii) according to the size of customers (small - and medium -sized 
                                                 
68 Form CO, paragraph 126.  
69 Reply to RFI  of 9 October 2018, Annex 1, footnote 1.  
70 Form CO, paragraph 126 . 
71 Case M.8414  – DNB/Nordea/Luminor Group , para graph  54; see also Cases  M.5384  – BNP 
Paribas/Fortis , para graphs  61 et seqq .; M.6763 – VWFS/PON Holdings B.V./PON Equipment Rental 
& Lease , par agraphs  16 et seqq. ; and M.6333  – BMW/ING Car Lease , para graphs  14 et seqq. for a 
distinction.   
72  Case M.8414 – DNB/Nordea/Luminor Group , paragraph  54.   
19 enterprises or large corporate customers), and/o r (iii) according to the type of 
assets leased.73  
(84) In particular with regard to the automotive sector, in the Volvo Car Corporation/First 
Rent A Car case, the Commission has identified two types of automotive financing: 
operational and financial leasing. Ac cording to the decision, the primary objective of 
financial leasing is the acquisition of the car, whereas in the case of operational 
leasing it is the use of the car. Financial leases function as a loan by the lessor to 
enable the lessee to purchase a giv en asset, in this case a car. In essence, the lessee 
has the obligation to pay all the lease instalments to meet the financing costs of the 
car, and bears also the operational and residual value risk. With operational leasing, 
the economic and legal owners hip of the car remains with the lessor. Hence, it is the 
lessor who has to bear all the risks attached to the property (e.g. maintenance, 
changes to the value of the car and its disposal at the end of the contract).74  
4.1.7.2.  Parties' views  
(85) In the view of the Parties, there is no need to distinguish between financial leasing 
and operational leasing, leased assets or customer size. There is no generally 
accepted clear -cut distinction between financial and operational leasing, many 
suppliers (e.g . banks) offer leasing for a variety of assets and whilst the legal 
arrangements differ depending on customer size, the available offers as such are 
not fundamentally different.75 
4.1.7.3.  Commission's assessment  and conclusion  
(86) In light of the supply -side substituta bility between both leasing services (suppliers 
offering both) and the similarity of the offers to customers irrespective of the 
customer size , the Commission considers it appropriate, for the purpose of this 
decision, to carry out its vertical competitive  analysis on a market  for financial 
and operational leasing. In any event, the Parties submit that their  market shares 
would not differ significantly from their market shares in the separate financial 
leasing and operational leasing market  segments .  
4.1.8.  Full fleet leasing and management services  
4.1.8.1.  Commission's practice  
(87) In its recent decision Volvo Car Corporation/First Rent A Car, the Commission 
left open whether there is a separate market for full fleet leasing and management 
services, which consists in a combination of operational leasing and related fleet 
management  services, or whether the market could be subdivided as follows:   
 Funded fleet leasing (operational fleet leasing including where offered 
fleet management) and unfunded fleet leasing (fleet man agement services 
provided  on a standalone basis);  
                                                 
73 Case M.8553 – Banco Santander/Banco Popular Group,  paragraph 23 et seq.; Case M.8414 – 
DNB/Nordea/ Luminor Group , paragraph 67.   
74 Case  M.8309  – Volvo Car Corporation/First Rent a Car , para graphs  27 et seqq.   
75 Reply to RFI 10 of 26.10.2018.  
20  Fleet leasing and management for vehicles of up to 3.5 tons (passenger 
cars and light commercial vehicles) and of more than 3.5 tons (trucks and 
buses);  
 By type (e.g. small, medium, large, executive, sport)  or brand of cars 
(although leasing companies typically offer a range of types and brands; 
this segmentation does not seem relevant for the market of full fleet 
management services).76 The Commission left the product market 
definition open. 77 
 
4.1.8.2.  Parties' views  
(88) The Parties submit that, for the purpose of the present case, the precise product 
market  definition can be left open since the Proposed Transaction does not raise 
any concerns on any of these market s.78 
4.1.8.3.  Commission's assessment  and conclusion  
(89) In light of the limited turnover generated through unfunded fleet leasing (as 
opposed to funded fleet leasing), the Commission considers it appropriate, for the 
purpose of this decision, to carry out its vertical competitive analysis below on the 
market for fleet l easing and management services.  
4.1.9.  Application s 
4.1.9.1.  Commission's practice  
(90) In the case Microsoft/Nokia , the Commission examined whether apps for tablets 
were comparable in terms of features, functionality and price with those for 
smartphones79 and also considered a  separate market for consumer 
communication s apps.80 
(91) Furthermore, while the Commission considered that  mobile productivity apps for 
corporate users may constitute a separate product market , it left open  the question 
whether the market for mobile productivity apps should be further segmented by 
functionality and/or operating system.81 
                                                 
76 Case M.8309 - Volvo Car Corporation/First Rent A Car, paragraphs  34 et seq.  
77 Case M.8309 - Volvo Car Corporation/First Rent A Car, paragraph 37.  
78 Form CO, paragraph 157.  
79 Case M.7047 – Microsoft/Nokia , paragraph 33.   
80 Case M.7047 – Microsoft/Nokia , paragraph 45.  
81 Case M.7047 – Microsoft/Nokia , paragraph 56.  
21 (92) In the case Facebook/WhatsApp , the Commission considered  a separate market 
for consumer communications apps for smartphones  and carried out is 
competitive analysis on this product market .82 
(93) In any event, i n neither  of th ese two cases  did the Commission explicitly 
distinguish between the development and the sale of smartphone  apps.  
4.1.9.2.  Parties' views  
(94) The Parties clarify that develop ment and sale of smartphone apps refers to (i) the 
development of an app for a third party or (ii) the sale of the final app either to 
end customers (in the sense that they pay remuneration for downloading the app) 
or the sale to B2B customers . 
(95) With regard  to a potential segment for development and/or sale of multimodal 
apps, the Parties  acknowledge that programming business apps might require a 
different skill set than programming games . However, the Parties do not believe 
that there are software developer s that only program multimodal apps (or any 
other transportation apps) and are not capable of programming other apps. In their 
view, it seems that there is a significant amount of supply -side substitutability. 
Thus, the Parties assume that there is no distinct market for the development and 
sale of multimodal apps.83 
(96) With regard to a potential segment for access to multimodal apps, the Parties are 
not of the opinion that this is a relevant market pursuant to competition law. The 
Parties have understood “access to multimodal apps” as transportation service 
providers (or  any other service provider interested) asking to have access to and 
be shown  on a multimodal app. The reason for this view of the Parties is that a 
multimodal app is only one possible way of offering a transportation service to 
potential end customers. Mo st transportation providers rely on a wide variety of 
means, for example (individual) smartphone apps, homepages, ticket machines 
etc. The Parties refer to  the CRA Study  mentioned in paragraph (59) indicating 
that – even if one looked  only at smartphone apps as a way of booking 
transportation services – multi -homing84 is rather common  in their view . Thus, 
there is also no need for a customer to be present on such mul timodal app.85 
4.1.9.3.  Commission's assessment  and conclusion  
(97) In order to conduct a most complete assessment, t he Commission considers it 
appropriate, for the purpose of this decision, to carry out its vertical competitive 
analysis on the narrowest plausible segments of the market for applications (for 
smartphones), namely  on the markets for (i) development/sale of smartphone 
                                                 
82 Case M.7217 – Facebook/WhatsApp , paragraph 34.  
83  Reply to RFI 9.  
84  Multi -homing is the practice of connecting a host or a computer network to more than one network. 
Multi -homing in this case would be, for example, the practice of a consumer downloading multiple car 
sharing applications on his/her device.  
85  Reply to RFI 9.  
22 applications; (ii) development/sale of multimodal applications and (iii) access to 
multimodal applications.   
4.2. Relevant geographic market  
Horizontal  
4.2.1.  All passengers transport services  
4.2.1.1.  Commission's practice  
(98) The Commission has not assessed the geographic scope of the market for an 
overall market for al l (urban) passenger transport services.  
4.2.1.2.  Parties' view  
(99) The Parties submit that, for the purp ose of this decision, the geographic market 
definition could be left open as, even if the narrowest possible geographic market 
were considered, the proposed Transaction would not give rise to competi tion 
concerns.86 
4.2.1.3.  Commission's assessment  
(100)  The majority of OEMs and mobility service providers indicate that the relevant 
geographic market is local at city level. The Commission concurs with these 
results of the market investigation as this is in line with the usage patterns  of 
customers for most of the transport  options .  
4.2.1.4.  Conclusion  
(101)  For the purpose of this case, the relevant geographic market for an overall market 
for all (urban) passenger transport services is local at city level .  
4.2.2.  Short term car rental services including car sharing  
(102)  In prior decisions, the Commission considered the geographic scope of this 
market to be national.87 For short term corporate car rentals, the notifying parties 
even discussed a possible Europe -wide market.88 In Europcar/Goldcar , the 
Commission considered  that the market for short t erm car rental services is either 
national or local.89 
                                                 
86 Form CO , paragraph 114.  
87 See e.g. Case M.8309 - Volvo Car Corporation/First Rent A Car, paragraph 45; Case M.5568 - 
Volkswagen/Fleet Investments - LeasePlan Corporation JV, paragraph 20; Case M.3 090 - 
VolkswagenJOffset/Crescent LeasePlan/JV paragraph 12.; Case M.1810 - VW/Europe Car, paragraph 
13. 
88  Case M.2510 - Cendant/Galileo, paragraph 20.  
89  Case M.8569 - Europcar/Goldcar, paragraph 42.  
23 4.2.2.1.  Parties' view  
(103)  The Parties consider it appropriate to delineate the market for short term car rental 
(including car sharing)  as national in scope.90 
4.2.2.2.  Commission's assessment  
(104)  In line with its previous dec isions, the Commission considers the market for short 
term car rental to be national or local.  
(105)  The market may be considered  national  in scope  due to factors such as differing 
consumer conduct per country,  national preferences (e.g. for national car models ), 
linguistic barriers and difficulties  with regard to cross -border transactions.91 
(106)  In line with its decision in Europcar/Goldcar , the market for short -term car rental 
services may also be defined as local in scope. In that case, the market 
investigation co nfirmed the local features of the market, taking in account  the fact 
that customers (and airport managers) do not consider car rental services offered 
at airports as interchangeable with car rental se rvices offered downtown .92 
(107)  The majority of OEMs and mobility service providers indicate that the relevant 
geographic market is local at city level. The Commission concurs with these 
results of the market investigation as this is in line with the usage patterns of short 
term car rent al customers.  
4.2.2.3.  Conclusion  
(108)  For the purpose of this decision , the relevant geographic scope  for a market for 
short term car rental would be  local at city level.  
4.2.3.  Car sharing as a whole and station -based v s free-floating   
4.2.3.1.  Parties' view  
(109)  As explained above in pa ragraphs (33) and (46) et seq ., the Parties stated tha t it is 
not accurate to separate car sharing from a broad transportation market or, 
alternatively, the short term car rental segment. Following this line, the Parties 
stated that it is not appropriate to make a further segmentation.93 
                                                 
90  Form CO, paragraph 116.  
91  Case M.8309 - Volvo Car Corporation/First Rent A Car, paragraph 45; Case M.5568 - 
Volkswagen/Fleet Investments - LeasePlan Corporation JV, paragraph 20; Case M.3090 - 
VolkswagenJOffset/Crescent LeasePlan/JV paragraph 12.; Case M.1810 - VW/Europe Car, paragraph 
13. 
92  Case M.8569  - Europcar/Goldcar, paragraphs 41 -42. 
93  Form CO, paragraph 77.  
24 4.2.3.2.  Commission's assessmen t  
(110)  In response to the market investigation, the (large) majority of OEMs and  the 
majority of  mobility service providers stated that the geographic market for free -
floating car sharing is local on a city level.  
(111)  In response to the market investigation, a (large) majority of the OEMs (56%) and 
43% of the mobility service providers indicated that the geographic market for 
free-floating car sharing (including all other mobility services they consider to be 
substitutes)  is loca l (city level) in scope; 33% of t he OEMs and 32% of the 
mobility service providers indicated an E EA-wide market; none of the OEMs and 
only 13% of the mobility service providers indicated a national geographic 
market.94 
(112)  The criteria taken into account and mentioned by market investigation 
respondents indicating a local (by city) geographic market are the following: 
demand -side substitutability, supply -side substitutability and regulatory 
regulations and requirements.95  
(113)  One mobility service provider explained that "[ f]rom a demand -side perspe ctive, 
customers' demand for these services is overwhelmingly local. The average 
customer wants to make use of their mobility services in the city they live or work 
in. Their choice as to which provider they use will be driven by the offering of 
that provi der in such a city, not at the national or regional level. Moreover, as a 
supplier you have to determine whether to be present in a city/local area or not. 
The network required to provide a compelling offering means that a scattered or 
light touch spread i s not an option. Rather, a supplier could offer a 
comprehensive network offering in one city but not in the next closest major city. 
That also affects how a supplier enters a market – they would invariably focus 
efforts on entry on a local level to get to the necessary level of vehicles. Finally, it 
is important to note that free floating car sharing services depend totally on the 
local regulations governing parking in the different cities. This means the supply 
characteristics vary by city. "96 
(114)  This is in li ne with the fact that free -floating car sharing can only – except for 
Cologne and Dusseldorf , which can be used as one business area with an extra fee 
for leaving the car within the other city – be used within a single city. Even 
though d riving outside the  business area is possible at any time , the car can only 
be booked, picked up and left within the relevant city.  
4.2.3.3.  Conclusion  
(115)  The Commission considers the geographic market for (free-floating ) car sharing 
to be local on a city level.  
                                                 
94  Replies to Questionnaire to OEMs, question 6. Replies to Questionnaire to mobility service providers, 
question 8.  
95 Replies to Questionnaire to OEMs, question 6.1. Replies to Ques tionnaire to mobility service 
providers, question 8.1.  
96  Reply to Questionnaire to mobility service providers, question 8.1.  
25 Vertical ly related mark ets 
4.2.4.  Parking  
4.2.4.1.  Commission's  practice   
(116)  In Fortis AG SA/Bernheim -Comofi SA, a local  market was discussed, but the 
precise market definition  was left open.97 For the provision of parking 
management services even an EEA -wide or regional scope has been considered, 
but the Commission did not decide on the precise market definition.98 
4.2.4.2.  Parties' views  
(117)  The Parties believe that it is appropriate to define markets on a national basis 
because market conditions are rather homogenous within each co untry. In 
Germany, over 40 cities apply the concept of the so -called Smart Parking 
Initiative, which grants access for every provider of parking services. Thus, 
companies can rath er easily expand their activities. Although in the UK tender 
processes are used, it is also true that all  providers for parking services in the UK 
compete regularly in these tenders.99 
4.2.4.3.  Commission's assessment  and conclusion  
(118)  In light of the homogenous parkin g conditions within each country, and in line 
with its previous decisions , the Commission considers it appropriate,  for the 
purpose of this decision, to carry out its vertical competitive analysis with regard 
to parking services on a national basis.  
4.2.5.  Charging  
4.2.5.1.  Commission's practice  
(119)  Regarding the provision of electric mobility services, different geographical 
market definitions have been considered by the notifying parties and the 
participants of the market investigation (regional, national, p erhaps wide r than 
national)  in the Verbund/Siemens/E -Mobility Provider Austria  case.100 The 
Commission did not finally decide on the ma rket definition in this case.101  
(120)  As regards the upstream level, i.e. the production, supply and installation of 
charging infrastructure for electric mobility services, the notifying parties 
considered an EU - wide or global market, whereas the majority of the participants 
                                                 
97  Case M.2825 - FORTISAG SA/BERNHEIM -COMOFI SA, paragraph 12.  
98 Case M.4613 - Eurazeo S.A./Apcoa Parking Holdings GmbH, paragraph  18; see also Case M.7398 - 
MIRAEL/FERROVIAUNDHl, paragraph 30.  
99  Form CO, paragraph 196.  
100 Case COMP/M.6641 - Verbund/Siemens/E -Mobility Provider Austria, para. 19 et seq.  
101 Case COMP/M.6641 - Verbund/Siemens/E -Mobility Provider Austria, para. 21.  
26 of the market inv estigation assumed a national, or a t most supranational, 
market.102  
4.2.5.2.  Parties' views  
(121)  In the Parties' view, the precise geographic market definition for charging services 
can be left open because the proposed Transaction would not give rise to any 
competition  concerns on any of these markets.103 
4.2.5.3.  Commission's assessment  and conclusion  
(122)  In line with its precedents, the Commission considers, for the purpose of this 
decision , the geographic market for electric mobility serv ices to be  at least 
national in scope, and wi ll consequently carry  out its vertical competitive analysis 
with regard to charging services at national level , as the narrowest plausible 
geographic market definition.  
4.2.6.  Passenger cars  
4.2.6.1.  Commission's practice  
(123)  In terms of geographic market definition, the Commission has considered the 
market for passenger cars being EEA -wide or national in scope.104 The 
Commission left the market definition open in these cases.  
4.2.6.2.  Parties' views  
(124)  In the Parties’ view the market for  passenger cars is at least EEA -wide in 
scope.105 
4.2.6.3.  Commission's  assessment  and conclusion  
(125)  In line with its precedents, the Commission considers, for the purpose of this 
decision, the geographic market for passenger cars (both (i) manufacture & 
supply and (ii) distribution) to be at  least national in scope , and will consequently 
carry out its vertical competitive analysis with regard to passenger cars at national 
level , as the narrowest plausible geographic market definition.  
4.2.7.  Financial and operational leasing  
4.2.7.1.  Commission's assessment  
(126)  In its previous decisional  practice, t he leasing market was considered to be 
national in scope.106 
                                                 
102  Case COMP/M.6641 - Verbund/Siemens/E -Mobility Provider Austria, para. 30 et seq.  
103  Form CO, paragraph 215.  
104 See e.g Case M.5518 - Fiat/Chrysler, paragraph 20; Case M.5518 - Fiat/Chrysler, paragraph 12; Case 
M.6403 - Volkswagen/KPI Polska/Skoda Auto Polska/VW Bank Polska/VW Leasing Polska, paragraph 19.  
105  Form CO , paragraph 127.  
27 (127)  With regard to the automotive sector, in the Volvo Car Corporation/First Rent A 
Car case, the Commission left open whether the geographic market definition for 
operational and financial  leasing is national or EEA -wide in scope.107 
4.2.7.2.   Parties' views  
(128)  With regard to the geographical market, the Parties note that there are examples 
of cross -border leasing contracts, however, consumer practice, preferences and 
language barriers point in the direction of national ma rkets , leaving open whether 
the geographic scope for financial and operational leasing is national or wider 
than national.108 
4.2.7.3.  Commission's assessment  and conclusion  
(129)  In line with its precedents, the Commission considers , for the purpose of this 
decision, the geographic market for financial and operational leasing  to be  at least 
national in scope, and will consequently carry out its vertical competitive analysis 
with regard to financial and operational leasing  at national level , as the narrowest 
plausible geographic market definition.  
4.2.8.   Full fleet leasing and management services  
4.2.8.1.  Commission's practice  
(130)  In its recent decision Volvo Car Corporation/First Rent A Car , the Commission 
left open whether the geographic market is EEA -wide or national in  scope.109 
4.2.8.2.  Parties' views  
(131)  In the Parties' view, the precise geographic market definition of the market for full 
fleet leasing and management services can be left open for the purpose of the 
present case since the Proposed Transaction does n ot raise any concerns on any of 
these markets.110 
4.2.8.3.  Commission's assessment  and conclusion  
(132)  In line with its precedents, the Commission considers, for the purpose of this 
decision, the geographic market for full fleet leasing and management  to be  at 
least national  in scope, and will consequently carry out its vertical competitive 
analysis with regard to full fleet leasing and management services  at national 
level, as the narrowest plausible geographic market definition.  
                                                                                                                                                 
106  See e.g. Case M.8414  – DNB/Nordea/Luminor Group , para graph  71.   
107  Case  M.8309  – Volvo Car Corporation/First Rent a Car , para graph 33.   
108  Reply to RFI 10 of 26.10.2018.  
109  Case M.8309 - Volvo Car Corporation/First Rent A Car, paragraphs  38 et seqq.  
110  Form CO, paragraph 157.  
28 4.2.9.  Applications  
4.2.9.1.  Commission's p ractice  
(133)  The geographic scope of the relevant markets for consumer communication 
services and for mobile productivity apps has been considered to be at least EEA -
wide, if not worldwide.111 
(134)  Also the geographic scope for a separate market for consumer communica tions 
apps for smartphones has been considered to be EEA -wide, if not worldwide, in 
scope .112 
4.2.9.2.  Parties' views  
(135)  With regard to the development and sale of smartphone apps, the Parties submit 
that the relevant markets should at least be EEA -wide, if not global. According to 
them, app developers are located all over the world. It is very common that 
businesses that do not have in -house development capabilities reach out to such 
third party developers. There might be some restraints when it comes to finding a 
suitable developer, depending on budget, experience or project size. But generally 
speaking, a breadth of developers is available to work for third -party projects. In 
addition, they do not consider that language barriers are a major obstacle for 
programmin g an app, thus they believe the geographic market definition should 
be at least EEA -wide, if not worldwide.113 
4.2.9.3.  Commission's assessment  and conclusion  
(136)  In line with its precedents, the Commission considers  it appropriate , for the 
purpose of this decision, to carry out its vertical competitive analysis with regard 
to applications  (and its market segments)  at EEA -wide level. In addition, the 
Commission also assessed the applications segments at national  level, as the 
narrowest plausible geographic market definiti on. 
5. COMPETITIVE ASSESSMEN T 
5.1. Legal framework  
(137)  With regard to horizontal effects, according to paragraph 22(a) of the Horizontal 
Merger Guidelines,114 a concentration could raise competition concerns by 
eliminating important competitive constraint on one or more  firms  (non-
coordinated effects) . There are a number of factors which are considered by the 
Commission in its assessment  of non -coordinated effects in horizontal mergers, 
such as (i) merging firms having large market shares, (ii) merging firms being 
                                                 
111  Case M.7047 – Microsoft/Nokia , paragraph 81.  
112  Case M.7217 – Facebook/WhatsApp , paragraph 44.  
113  Reply to RFI 9  of 26.10.2018.  
114  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 31, 5 February 2017, p. 5  ("Horizontal Guidelines") . 
29 close competitors, (iii) merging entity being able to hinder expansion by 
competitors.115 
(138)  With regard to vertical effects, according to paragraph 15 of the Vertical Merger 
Guidelines,116 there are certain circumstances in which non -horizontal mergers 
could raise com petition concerns . This is because a non -horizontal  merger may 
change the ability and incentive to compete on the part of the merging entity  and 
their competitors  in ways that cause harm to consumers.  
(139)  Accordingly, the Commission will first give an overview of the affected markets 
and second assess the horizontal effects of the proposed Transaction  on four 
plausible markets, namely (i) all passenger s transport services, (ii) short term car 
rental services including car sharing, (iii) car shar ing as a whole  (including 
station -based and free -floating)  and (iv) free -floating car sharing.  The 
Commission will then analyse the vertical effects of the proposed Transaction on 
several markets upstream and downstream with respect of (potential ) input an d/or 
customer foreclosure.  
5.2. Overview of affected markets  
(140)  The proposed Transaction gives rise to the following horizontally affected (free-
floating) car sharing  markets: (i) Berlin, (ii) Cologne, (iii) D usseldorf, (iv) 
Hamburg, (v) Munich, (vi) Milan  and (vii) Vienna.  
(141)  In addition, the proposed Transaction gives rise to the following vertically 
affected markets: (i) manufacture and supply of passenger cars  / (free -floating) 
car sharing , (ii) manufacture and supply of (pure electric powered cars ) passenger 
cars / parking (including hardware payment services) , (iii) manufacture and 
supply of (pure electric powered cars ) passenger cars / charging , (iv) financial and 
operational leasing / (free -floating) car sharing, ( v) full fleet leasing and 
management services / (free -floating) car sharing, (v i) development and sale of 
smartphone apps / (free -floating) car sharing, (v ii) development and sale of 
multimodal apps/ (free -floating) car sharing, ( viii) access to multimodal apps / 
(free -floating) car sharing, ( ix) char ging / (free -floating) car sharing.  
5.3. Horizontal effects  
Mobility Services  
5.3.1.  All passengers transport services   
(142)  On a potential market for all (urban) passengers transport services, according to 
the Parties' estimates,117 the Parties' combined market share would be [0-5]% in 
                                                 
115 Paragraphs 24 -30 and paragraph 36 of the H orizontal Guidelines.  
116 Guidelines on the assessment of non -horizontal mergers under the Council regulation on the control of 
concentrations between undertakings.  
117 Form CO , paragraph 254 and reply to Q2 of RFI 6 dated 24 October 2018: these estimates are 
calculated on the basis of 2017 figures on public transport companies' turnover. The Parties submit that 
the Parties' combined market share is in fact much lower than the figures provided as (i) the Parties' 
turnover and the turnover of other car sharing p roviders and (ii) turnover of a number of further 
competing mobility service providers, other than public transportation companies, e.g. taxi and ride -
 
30 Berlin, [0-5]% in D usseldorf, [0-5]% in Cologne, [0-5]% in Hamburg, [0-5]% in 
Munich, [0-5]% in Milan  and [0-5]% in Vienna.  
(143)  As a consequence, in the light of the information provided by the Parties, a 
potential market for all passengers (urban) transport services  would not be 
affected.  
5.3.2.  Short term car rental services including car sharing  
(144)  On a potential short -term car rental market (including car sharing), the Parties' 
combined market shares would be well below 20% , not giving rise to any  affected 
market s. According to their best estimates, their combined market share would be 
below 20% under any plausible geographic market definition.118 
(145)  In a potential short term car rental segment  (including car sharing) , there would 
be many providers, e.g . Sixt, Europcar, Avis, Enterprise, Hertz, Budget, Flinkster, 
Cambio, book -n-drive, Stadtmobile, Greenwheels and app2drive.  All major car 
rental companies are to a large extent present in the cities in which DriveNow and 
car2go provide their services. The Parties would continue to face competitive 
pressure from these car rental services providers post -Transaction.119 
(146)  In addition, a ccording to the Parties, new market entries are expected due to the 
favourable political and regulatory environment and the expect ed growth of the 
market. Moreover, the Parties submit that customers are switching between 
different providers, preventing companies from increasing prices to a significant 
extent.120 
5.3.3.  Car sharing as a whole and station based vs free -floating   
Parties ' activities on a city level  
(147)  The Parties offer (free-floating ) car sharing services in a number of countries 
within the EEA, namely Austria (Vienna), Belgium (Brussels), Germany  (Berlin, 
Cologne, Dusseldorf , Frankfurt/Main, Hamburg, Munich  and Stuttgart ), Italy 
(Florence, Milan , Rome and Turin ), Netherlands  (Amsterdam) , Spain  (Madrid) , 
Sweden (Stockholm), United Kingdom (London) and additionally – operated via 
franchises121 – in Denmark (Copenhagen), Finland (Helsinki) and Portugal 
(Lisbon) . However, on a narrow geographic market definition based on a city 
                                                                                                                                                 
hailing offerings, would have to be included. These are not included in the figures provided, as the 
Parties claim that they do not have any concrete figures. That being said, the Parties submit that their 
combined market share would not differ significantly if such additional services would be included in 
the market volume. In fact, the Parties claim that th e Parties' combined market share would even be 
lower.  
118  Form CO , paragraph 120.  
119  Form CO, paragraph 120.  
120  Form CO, paragraph 120.  
121 [INFORMATION ON AGREEMENT] . 
31 level, the Parties only overlap in Austria (Vienna), Germany (Berlin, Cologne, 
Dusseldorf , Hamburg and Munich) and Italy (Milan).  
(148)  The Parties also plan to enter several new cities inside the EEA within  the next 
three years  (until the end of 2021) . DriveNow has plans to enter  
[INFORMATION ON BUSINESS PLANS] , whereas car2go is planning to enter 
[INFORMATION ON BUSINESS PLANS] .  
(149)  These entry plans  would result in (direct) potential future overlap s in 
[INFOR MATION ON BUSINESS PLANS] . However, these are plans which are 
uncertain as to their timing and likeliness. Only Paris (car2go) is confirmed for 
2019 by Daimler, and [INFORMATION ON BUSINESS PLANS]  (DriveNow) is 
the most likely entry point for BMW.  
Overview  of affected markets - implied market shares  
(150)  As noted in the section on market definition above  (paragraph (59) et seq .), the 
competitive assessment of the proposed Transaction must take proper account of 
the heterogeneous degrees of closeness of competition between different mobility 
services, includi ng the potential significance of certain  out-of-market constraints.  
(151)  Such an assessment of closeness of competition can be conducted on the basis of 
the diversion r atios between the m erging Parties and alternative providers 
considered by customers. Generall y speaking, higher observed diversion ratios 
between two services mean that those services are closer substitutes toward s one 
another.  
(152)  One way of illustrating the competitive positioning of various services from the 
perspective of customers is to consider which (hypothetical) market shares would 
be consistent with the observed diversion ratios as shown in Table A.  if switching 
were proportional to market shares. The following table shows these "implied 
market shares" for the overlap cities Berlin, Cologne, Dusseldorf , Hamburg, 
Milan, Munich and Vienna.122  
  
                                                 
122 Mathematically, let 𝑑𝑖𝑗 denote the observed diversion ratio  from service 𝑖 to service 𝑗 and let 𝑠𝑖 denote 
the implied market share of service 𝑖. If diversion between the Parties is proportional to market shares, 
the diversion ratios between Party 1 and 2 can be expressed as 𝑑12=𝑠2/(1−𝑠1) and  𝑑21=𝑠1/(1−
𝑠2), respectivel y. Solving these equations for 𝑠1 and 𝑠2 then yields the implied market shares 𝑠1=
𝑑21(1−𝑑11)/(1−𝑑12𝑑21) and 𝑠2=𝑑12(1−𝑑21)/(1−𝑑12𝑑21). These formulas result in the 
Parties' share values presented in Table B. The implied shares of other services are presented for 
illustrative purposes only. They were constructed in proportion to the size of their respective diversion 
ratios, as a weighted average of the value given in Table A further above.  
32  
 
Table B: Hypothetical "implied market shares" consistent with observed 
diversion ratios between  the Merging Parties and other means of transport  
(153)  As shown in the table, the diversion ratios obtained in the July 2018 customer 
survey (see paragraph (59)) would be consistent with combined market shares of 
around [50-60]% on a hypothetical market for all (urban) passenger transport 
where switching is proportional to market shares. This  relatively high market 
share  reflects the fact that customers view the Parties as particularly close 
substitutes (as noted in the market definition section above , paragraph (59) et 
seq.). It can therefore be concluded that t he proposed Transaction would eliminate 
a particularly important independent constraint for users of the Parties' services. 
Indeed, while the figures in Table B also reflect a significant degree of 
competiti on with various other mobility services, the Parties' implied market 
shares are appreciably higher than any potential alternative.  
(154)  This conclusion is also consistent with the results of the market investigation 
more generally. While other means of transpor t do not compete as closely as the  Implied market shares  
 Total  BER  COL  DUS  HAM  MIL  MUC  VIE  
car2go  [30-
40]% [30-
40]% [30-
40]% [40-
50]% [40-
50]% [30-
40]% [20-
30]% [40-
50]% 
Drive Now  [10-
20]% [20-
30]% [20-
30]% [10-
20]% [10-
20]% [10-
20]% [20-
30]% [10-
20]% 
Combined  [50-
60]% [50-
60]% [50-
60]% [50-
60]% [60-
70]% [40-
50]% [50-
60]% [60-
70]% 
Public transport  [20-
30]% [20-
30]% [20-
30]% [20-
30]% [20-
30]% [10-
20]% [20-
30]% [20-
30]% 
Own car  [10-
20]% [10-
20]% [10-
20]% [10-
20]% [5-10]% [5-10]% [10-
20]% [10-
20]% 
Bike/scooter  [0-5]% [5-10]% [5-10]% [5-10]% [0-5]% [0-5]% [0-5]% [0-5]% 
Free floating  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [20-
30]% [0-5]% [0-5]% 
Taxi/Uber  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% 
Rental/station  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Other  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Total  100%  100%  100%  100%  100%  100%  100%  100%  
33 Parties do between each other123, the data shows that they do compete with the 
Parties and exert non -negligible competitive pressure . 
Barriers to entry  
(155)  Respondents to the market investigation identified several barriers to entry. Some 
of them are not related to this Transaction such a local regulation , or would not 
change materially due to the Transaction such as "access to car telemetry" (for 
monitoring the car by combining a GPS system with on -board diagnostics ). 
Others, however, are increasing as a consequence of this Transaction. One of 
these barriers to entry is fleet size required to enter a city and the ensuing 
financial burden to finance such a fleet. The combined fleet of the merged entity 
would require hi gher fleet sizes of new entrants in all overlap cities, a barrier 
particularly pertinent for small, non -OEM related competitors.  
(156)  Another entry barrier named was access to aggregators, which could also increase 
as a consequence of this Transaction, as the Parties wou ld promote their own 
aggregator platform “moovel ” and could withdraw their must have content from 
independent aggregator platforms.  
(157)  The Commission therefore considers that barriers to entry exist  and could become 
higher as a consequence of this  Transaction for at least smaller players. The most 
important are the capital requirement for a minimum number of cars , which  is 
needed to be visible on the streets, but also access to third aggregator apps, which 
could also combine different kind of mobil ity services like car sharing, scooter 
sharing, car rental and public transport, to be (more) visible online as bookings 
are usually done either directly via the app of a certain mobility service (car 
sharing) provider or at least via an third party aggreg ator's app.  
(158)  While the above considerations give rise to serious doubts about the impact of the 
proposed Transaction on competition in five overlap cities, as will be shown in 
the assessment of all overlap cities, the Commission also recognizes that the 
potential competitive damage is attenuated by the following factors: (i) constraint 
imposed mostly by public transport, (ii) limited entry barriers (except for the need 
to compete against a much larger provider post -merger, which is addressed via 
the remedy),  (iii) expected entry of Volkswagen and others.  
5.3.4.  Overlap cities  - city by city assessment   
5.3.4.1.   Berlin  
(159)  In Berlin  both Parties are currently present with a fleet of [INFORMATION ON 
FLEET]  cars of which car2go operates [INFORMATION ON FLEET]  cars and 
DriveNow [INFORMATION ON FLEET]  cars.124 
                                                 
123  Note that Dri veNow's implied market share is  smaller t han car2go's  in almost all cities . This reflects 
the fact that DriveNow customers are more likely to switch to car2go than vice versa according (see 
also Table A further above). Arguably, this is due to the fact that customers tend to view DriveNow as 
the more valuable (and also more expensive) service. Users of car2go are therefore more likely to 
"substitute down" towards cheaper means of transport, such as public transport, whereas DriveNow 
customers are more likely to switch to another provider of free f loating car services (in particular, 
car2go).  
34 (160)  According to the information provided by Parties, there exist another small free-
floating car sharing provider, namely Drive by , with a fleet of [INFORMATION 
ON FLEET]  cars, and six more station -based car sharing providers, namely 
Flinkster ( [INFORMATION ON FLEET]  cars), Ubeeqo ( [INFORMATION ON 
FLEET]  cars), Greenwheels ( [INFORMATION ON FLEET]  cars), Stadtmobil 
([INFORMATION ON FLEET]  cars), Cambio ( [INFORMATION ON FLEET]  
cars) and Hertz 2 4/7 ([INFORMATION ON FLEET]  cars) .125 
(161)  Therefore, the total size of Berlin 's car sharing market (free -floating and station -
based) is around [INFORMATION ON FLEET]  cars and, focusing on the 
narrowest possible market for (only) free -floating car sharing , [INFOR MATION 
ON FLEET]  cars. The Parties' market sha re post -Transaction will be [80-90]% for 
free-floating and station -based car sharing and [90-100]% for (only) free -floating 
car sharing.  
(162)  Focusing on revenues, the Parties estimate market shares of [80-90]% for free-
floating and station -based car sharing and [90-100]% for free -floating car sharing 
only.  
(163)  Entry barriers do exist, as mentioned above in paragraph (155)  et seq.  However, 
parking fees have to be paid  on a regular basis  and parking permissions are not 
needed.126 There also does not exist a minimum or maximum number of cars for 
free-floating car sharing.127 Therefore, th ese cannot be considered as entry 
barrier s, as all  free-floating car sharing providers are treated in the same way.  
(164)  The market investigation has identified entry plans in the market for car sharing 
services in Berlin by Volkswagen, which could be considered as timely, likely 
and sufficient to deter  or def eat the anticompetitive effect of the proposed 
Transaction o n the free-floating car sharing market in Berlin.128 Volkswagen 
stated publicly that the Volkswagen brand starts "We Share" e -mobili ty car 
sharing in Berlin with 1, 500 e -Golf in the second quarter o f 2019, with additional 
500 e-up! following later.129 Furthermore, the market investigation has also 
identified one additional entry plan, which can be considered at least a s timely 
and likely , and six further entry intentions  from several OEMs and other mobility 
providers, which do have financial resources and/or the expertise for car sharing 
and related sectors .130 
                                                                                                                                                 
124  Form CO, Confidential Annex 7.b.  
125  Form CO, Confidential Annex 7.b.  
126  Reply Senatsverwaltung Berlin to Questionnaire to local authorities, question 7.  
127  Reply to Questionnaire to local authorities, questi ons 10 -13. 
128  Reply to Questionnaire to OEMs, question 18.  
129  See Press Release published on 
https://www.volkswagenag.com/en/news/2018/08/VW Brand We Share html . 
130  Replies  to Questionnaire to OEMs, question 18. Replies Questionnaire to  mobility service providers, 
question 20.  
35 (165)  In the light of the above, the Commission considers that the proposed Transaction 
does not raise serious doubts as to its compatibility w ith the internal market on a 
narrow market definition comprising only free-floating car sharing in Berlin as 
well as on a market definition comprising free -floating and station -based car 
sharing.  
5.3.4.2.  Cologne  
(166)  In Cologne  both Parties are currently present with a  fleet of [INFORMATION 
ON FLEET]  cars of which car2go operates [INFORMATION ON FLEET]  cars 
and DriveNow [INFORMATION ON FLEET]  cars.131 
(167)  According to the information provided by Parties, there exist s no other fre e-
floating car sharing provider , but four  more station -based car sharing providers, 
namely Cambio ( [INFORMATION ON FLEET]  cars), Flinkster 
([INFORMATION ON FLEET]  cars), Mazda Mobil Carsharing 
([INFORMATION ON FLEET]  cars) and Hertz 24/7 ( [INFORMATION ON 
FLEET]  cars) , are present in Cologne.132 
(168)  Therefore, the total size of Cologne 's car sharing market (free -floating and 
station -based) is around [INFORMATION ON FLEET]  cars and , focusing on the 
narrowest possible market for (only) free -floating car sharing , [INFORMATION 
ON FLEET]  cars. The Parties'  market share post -Transaction will be [50-60]% for 
free-floating and station -based car sharing and 100% for (only) free -floating car 
sharing.  
(169)  Focusing on revenues, the Parties estimate market shares of [50-60]% for free -
floating and station -based car sharing and 100% for free -floating  car sharing only.  
(170)  Entry barriers do exist, as mentioned above in paragraph  (155)  et se q. However, 
parking fees have to be paid on a regular basis  (except for electronic vehicles, 
which are free) .133 There also does not exist a minimum or maximum number of 
cars for free -floating car sharing.134 Therefore, th ese cannot be considered as  
entry barrier s, as all free -floating car sharing providers are treated in the same 
way.  
(171)  The market investigation has identified at least one entry plan which can be 
considered as timely and likely, but not sufficient, and at least  five additional 
entry intentions in the market for car sharing services in Cologne  from several 
OEMs and other mobility providers, which do have financial resources and/or the 
                                                 
131  Form CO, Confidential Annex 7.b.  
132  Form CO, Confidential Annex 7.b.  
133  Reply Stadt Köln  to Questionnaire to local authorities, question 7.  
134  Reply to Questionnaire to local authorities, questions 10 -13. 
36 expertise for car sharing and related sectors .135 However, none of them can be 
considered as timely, likely and sufficient.  
(172)  Nevertheless, Volkswagen stated publicly that the Volkswagen brand starts "We 
Share" e -mobility car sharing in Berlin as of 2019.136 Following the launch in 
Berlin, "We share" will be initially scheduled to roll out  in further major cities in 
Germany. In parallel, as it is stated in above -referred  press release of 
Volkswagen, the y have  plans to expand in core European markets and selected 
cities in North America from 2020. The primary focus will be on cities with a 
population of over one million, which would be theoretically met e.g. in Cologne.  
(173)  However, i n the light of the above, the Commission considers that the proposed 
Transaction raises serious doubts as to its compatibility with the internal market 
on a narrow m arket definition comprising only free -floating car sharing in 
Cologne  as well as on a market definition comprising free -floating and station -
based car sharing.  
5.3.4.3.  Dusseldorf  
(174)  In Dusseldorf  both Parties are currently present with a fleet of [INFORMATION 
ON FLEET ] cars of which car2go operates [INFORMATION ON FLEET]  cars 
and DriveNow [INFORMATION ON FLEET]  cars.137 
(175)  According  to the information provided by Parties, there exist s no other fre e-
floating car sharing provider , but five more station -based car sharing providers, 
namely Greenwheels ( [INFORMATION ON FLEET]  cars), Stadtmobil 
([INFORMATION ON FLEET]  cars), Flinkster ( [INFORMATION ON FLEET]  
cars), E -carflex ( [INFORMATION ON FLEET]  cars) and Hertz 24/7 
([INFORMATION ON FLEET]  car), are present in Dusseldorf .138 
(176)  Therefore, the total size of Dusseldorf 's car sharing market (free -floating and 
station -based) is around [INFORMATION ON FLEET]  cars and , focusing on the 
narrowest possible market for (only) free -floating car sharing , [INFORMATION 
ON FLEET]  cars. The Part ies' market sha re post -Transaction will be [80-90]% for 
free-floating and station -based car sharing and 100% for (only) free -floating car 
sharing.  
(177)  Focusing on revenues, the Parties estimate market shares of [70-80]% for free -
floating and station -based car sharing and 100% for free -floating car  sharing only.  
(178)  Entry barriers do exist, as mentioned above in paragraph (155)  et seq.  
Furthermore, there are also parking per missions needed which have to be paid per 
                                                 
135  Replies to Questionnaire to OEMs, question 18. Replies Questionnaire to mobility service providers, 
question 20.  
136  See Press Release published on  https://www.volkswagenag.com/en/news/2018/08/VW Brand  
We Share html . 
137  Form CO, Confidential Annex 7.b.  
138  Form CO, Confidential Annex 7.b.  
37 car on a yearly basis  (less expensive for electronic vehicles) .139 However, the 
market investigation made also clear that the number of parking permissions for 
free-floating car sharing is not yet limited by the muni cipality and that there also 
does not exist a minimum or maximum number of cars for free -floating car 
sharing.140 Therefore, th ese cannot be considered as entry barrier s, as all free -
floating car sharing providers are treated in the same way.  
(179)  The market investigation has identified one entry plan which can be considered as 
timely , likely  and close to sufficient , and at least additional five entry intentions 
in the market for car sharing services in Dusseldorf  from several OEMs and other 
mobility providers , which do have financial resources and/or the expertise for car 
sharing and related sectors .141 However, for the purposes of this analysis, none of 
them can be considered as timely, likely and sufficient because they appear to be 
in an early stage and no fl eet numbers have been disclosed to the Commission.  
(180)  In the light of the above, the Commission considers that the proposed Transaction 
raises serious doubts as to its compatibility with the internal market on a narrow 
market definition comprising only free -floating car sharing in Dusseldorf  as well 
as on a market definition comprising free -floating and station -based car sharing.  
5.3.4.4.  Cologne/ Dusseldorf  (as one business area)  
(181)  The Parties consider Cologne and Dusseldorf  as one business area. Only there 
reserved cars  can be picked up in Cologne and parked in Dusseldorf , and vice 
versa , for an extra fee.  The percentage of number of journeys for car2go's 
vehicles picked up in Cologne and dropped off in Dusseldorf , and vice versa, was 
approx. [INFORMATION ON PER CENTAGE ]% of the total rentals in the 
Rhineland area in 2017.142 Approx. [INFORMATION ON PERCENTAGE] % of 
the total turnover from Cologne and Dusseldorf  can be attributed to a drop -off of 
the cars in the other location. For DriveNow the percentage was approx. 
[INFORMA TION ON PERCENTAGE] % (rentals) and [INFORMATION ON 
PERCENTAGE] % (turnover) . 
(182)  In Cologne and Dusseldorf  (considered as one business area) both Parties would 
current ly be present with a fleet of [INFORMATION ON FLEET]  cars of which 
car2go operates [INFORMATIO N ON FLEET]  cars and DriveNow 
[INFORMATION ON FLEET]  cars.143 
(183)  According  to the information provided by Parties, there exists no other free -
floating car sharing provider, but seven more station -based car sharing providers, 
namely Cambio ( [INFORMATION ON FLEET ] cars), Flinkster 
                                                 
139  Reply Landeshauptstadt Düsseldorf to Questionnaire to local authori ties, questions 7 and 8.  
140  Reply to Questionnaire to local authorities, questions 10 -13. 
141  Replies to Questionnaire to OEMs, question 18. Replies Questionnaire to mobility service providers, 
question 20.  
142  See Form CO, paragraph 63.  
143  Form CO, Confidential Annex 7.b.  
38 ([INFORMATION ON FLEET]  cars), Stadtmobil ( [INFORMATION ON 
FLEET]  cars), Greenwheels ( [INFORMATION ON FLEET]  cars), Mazda Mobil 
Carsharing ( [INFORMATION ON FLEET]  cars), E -carflex ( [INFORMATION 
ON FLEET]  cars) and Hertz 24/7 ( [INFORMATION ON FLEET]  cars) , are 
present in this area.144 
(184)  Therefore, the total size of Cologne/ Dusseldorf 's car sharing market (free -floating 
and station -based) would be around [INFORMATION ON FLEET]  cars and , 
focusing on the narrowest possible market for ( only) free -floating car sharing , 
[INFORMATION ON FLEET]  cars. The Parties' market share post -Transaction 
would be [60-70]% for free -floating and station -based car sharing and 100% for 
(only) free -floating car sharing.  
(185)  Focusing on revenues, the Parties mark et shares would be [60-70]% for free -
floating and station -based car sharing and 100% for free -floating car sharing only.  
(186)  Although the market investigation has identified two entry plans which can be 
considered as timely and likely  (and several entry intent ions) , it could not be 
considered as sufficient anymore.145 
(187)  Therefore , in the light of the above, the Commission considers  that the proposed 
Transaction also raises serious doubts as to its compatibility with the internal 
market on a narrow market definition  comprising only free -floating car sharing in 
Dusseldorf /Cologne as one business area  as well as on a market definition 
comprising free -floatin g and station -based car sharing . 
5.3.4.5.  Hamburg  
(188)  In Hamburg  both Parties are currently present with a fleet of [INFORMATION 
ON FLEET]  cars of which car2go operates [INFORMATION ON FLEET]  cars 
and DriveNow [INFORMATION ON FLEET]  cars.146 
(189)  Acco rding to the information (mainly) provided by Parties, there exist no other 
free-floating car sharing provider , but seven  more station -based car sharing 
providers, namely Cambio ( [INFORMATION ON FLEET]  cars),  Oply 
([INFORMATION ON FLEET]  cars as of 10/10/2018),  Greenwheels 
([INFORMATION ON FLEET]  cars), Ubeeqo ( [INFORMATION ON FLEET]  
cars), share a star car ( [INFORMATION ON FLEET]  cars), Flinkster 
([INFORMATION ON FLEET]  cars), app2drive ( [INFORMATION ON FLEET]  
cars) and Hertz 24/7 ( [INFORMATION ON FLEET]  cars) , are present in 
Hamburg.147 
                                                 
144  Form CO, Confidential Annex 7.b.  
145  Replies to Questionnaire to OEMs, question 18. Replies Questionnaire to mobility service providers, 
question 20.  
146  Form CO, Confidential Annex 7.b.  
147  Form CO, Confidential Annex 7.b.  
39 (190)  Therefore, the total size of Hamburg' s car sharing market (free -floating and 
station -based) is around [INFORMATION ON FLEET]  cars and , focusing on the 
narrowest possible market for (only) free -floating car sharing , [INFORMATION 
ON FLEET]  cars. The Parties' market share post -Transaction will b e [70-80]% for 
free-floating and station -based car sharing and 100% for (only) free -floating car 
sharing.  
(191)  Focusing on revenues, the Parties estimate market shares of [80-90]% for free -
floating and station -based car sharing and 100% for free -floating  car sh aring only.  
(192)  Entry barriers exist, as mentioned above in paragraph (155)  et seq.  However, 
parking fees have to be paid on a regular basis; parking permissions are n ot 
needed.148 There also does not exist a minimum or maximum number of cars for 
free-floating car sharing.149 Therefore, th ese cannot be considered as entry 
barrier s, as all free -floating car sharing providers are treated in the same way.  
(193)  The market investigat ion has identified three entry plans which can be considered 
as timely, but (probably) not sufficient and likely yet. One of these plans was 
realized by Oply, operating a fleet of 100 cars as of 10 October  2018 .150 
Furthermore, there are at least seven additional entry  intentions in the market for 
car sharing services in Hamburg  from several OEMs and other mobility 
providers, which do have financial resources and/or the expertise for car sharing 
or related sectors .151 However, none of them can be considere d as timely, likely 
and sufficient.  
(194)  Therefore , in the light of the above, the Commission considers that the proposed 
Transaction raises serious doubts as to its compatibility with the internal market 
on a narrow market definition comprising only free -floating car sharing in 
Hamburg  as well as on a market definition comprising free -floatin g and station -
based car sharing . 
5.3.4.6.  Munich  
(195)  In Munich  both Parties are currently present with a fleet of [INFORMATION ON 
FLEET]  cars of which car2go operates [INFORMATION ON FL EET]  cars and 
DriveNow [INFORMATION ON FLEET]  cars.152 
(196)  According  to the information provided by Parties, there exist s one more fre e-
floating car sharing provider , namely Flexy  with a fleet of [INFORMATION ON 
FLEET]  cars, and five more station -based car sharing providers, namely 
StattAuto ( [INFORMATION ON FLEET]  cars), Flinkster ( [INFORMATION ON 
                                                 
148  Reply  Landesbetrieb Verkehr der Hansestadt Hamburg to Questionnaire to local authorities, questions 
7 and 8.  
149  Reply to Questionnaire to local authorities, questions 10 -13. 
150  See https://www.carsharing -news.de/oply -kommt -nach -hamburg/ . 
151  Replies to Questionn aire to OEMs, question 18. Replies Questionnaire to mobility service providers, 
question 20.  
152  Form CO, Confidential Annex 7.b.  
40 FLEET]  cars), Oply ( [INFORMATION ON FLEET]  cars), Audi on demand 
([INFORMATION ON FLEET]  cars) and Hertz 24/7 ( [INFORMATION ON 
FLEET]  cars) .153 
(197)  Therefore, the total size of Munich 's car sharing market (free -floating and station -
based) is around [INFORMATION ON FLEET]  cars and , focusing on the 
narrowest possible market for (only) free -floating car sharing , [INFORMATION 
ON FLEET]  cars. The Partie s' market sha re post -Transaction will be [60-70]% for 
free-floating and station -based car sharing and [90-100]% for (only) free -floating 
car sharing.  
(198)  Focusing on revenues, the Parties estimate market shares of [60-70]% for free -
floating and station -based c ar sharing and [90-100]% for free -floating car sharing 
only.  
(199)  Entry barriers do exist, as mentioned above in paragraph (155)  et seq.  
Furthermore, there are also parking permissions needed which could be paid per 
car on a yearly basis  (except for electronic vehicles, which are free) .154 However, 
the market investigation made also clear that the number of parking permissions 
for free -floating car sharing is not yet limited by the municipality and that there 
also does not exist a minimum or maximum number of cars for free -floating car 
sharing.155 Therefore, th ese cannot be considered as entry barrier s, as all free -
floating car sharing provider s are treated in the same way.  
(200)  The market investigation has identified two entry plans which can be considered 
at least timely  and likely, but (probably) not sufficient yet , and seven additional 
entry intentions  from several OEMs and other mobility provide rs, which do have 
financial resources and/or the expertise for car sharing and related  sectors .156 
However, none of them can be considered as timely, likely and sufficient.  
(201)  Therefore , in the light of the above, the Commission considers that the proposed 
Tran saction raises serious doubts as to its compatibility with the internal market 
on a narrow market definition comprising only free -floating car sharing in 
Munich  as well as on a market definition comprising free -floating and station -
based car sharing.  
5.3.4.7.  Milan  
(202)  In Milan  both Parties are currently present with a fleet of [INFORMATION ON 
FLEET]  cars of which car2go operates [INFORMATION ON FLEET]  cars and 
DriveNow [INFORMATION ON FLEET]  cars.157 
                                                 
153  Form CO, Confidential Annex 7.b.  
154  Reply Landeshauptstadt München to Questionnaire to local authorities, question 7 and 8.  
155  Reply Landeshauptstadt München to Questionnaire to local authorities, question 7 and 10 -13. 
156  Replies to Questionnaire to OEMs, question 18. Replies Questionnaire to mobility service providers, 
question 20.  
157  Form CO, Confidential Annex 7.b.  
41 (203)  According  to the information provided by Parties, there exist two more free -
floating car sharing providers, namely Share'ngo  with a fleet of [INFORMATION 
ON FLEET]  cars and Enjoy with a fleet of [INFORMATION ON FLEET]  cars. 
Furthermore, there exi st three  more station -based car sharing providers, namely 
Ubeeqo  with a fle et of [INFORMATION ON FLEET]  cars, E -Vai with a fleet of 
[INFORMATION ON FLEET]  cars and Hertz 24/7 with [INFORMATION ON 
FLEET]  cars.158 
(204)  Therefore, the total size of Milan' s car sharing market (free -floating and station -
based) is around [INFORMATION ON FLEET ] cars and , focusing on the 
narrowest possible market for (only) free -floating car sharing , [INFORMATION 
ON FLEET]  cars. The Parties' market share post -Transaction will be [30-40]% for 
free-floating and st ation -based car sharing and [30-40]% for (only) fre e-floating 
car sharing.  The Parties therefore would be – more or less – at the same level like 
Share'ngo ( [30-40]%) and Enjoy ( [20-30]%) on the narrowest market for free -
floating car sharing.  
(205)  Focusing on revenues, the Parties estimate market shares of [30-40]% for free -
floating and station -based car sharing and [30-40]% for free -floating car sharing 
only.  
(206)  Entry barriers do exist, as mentioned above in paragraph (155)  et seq.  There are 
also parking permissions needed which have to be paid per car on a yearly basis  
(electric vehicles are for free) .159 Furthermore , a minimum number of 400 cars 
must be provided for free -floating car sharing.160 However , these cannot be 
consid ered as entry barrier s, as all free -floating car sharing providers are treated 
in the same way.  
(207)  The market investigation has identified five entry intentions  from several OEMs 
and other mobility providers, which do have financial resources and/or the 
exper tise for car sharing and related  sectors , which could partially be considered 
as timely.161 However, none of them can be considered as likely and sufficient.  
(208)  Nevertheless, i n the light of the above , and especially the strong presence of third 
free-floating car sharing providers , the Commission considers that the proposed 
Transaction does not raise serious doubts as to its compatibility with the internal 
market on a narrow market definition comprising only free -floating car sharing in  
Milan  as well as on a market definition comprising free -floating and station -based 
car sharing.  
                                                 
158  Form C O, Confidential Annex 7.b.  
159  Reply Municipality of Milan to Questionnaire to local authorities, questions 7 and 8.  
160  Reply Municipality of Milan to Questionnaire to local authorities, questions 11.  
161  Replies to Questionnaire to OEMs, question 18. Replies Questionnaire to mobility service providers, 
question 20.  
42 5.3.4.8.  Vienna  
(209)  In Vienna both Parties are currently present with a fleet of [INFORMATION ON 
FLEET]  cars of which car2go and DriveNow [INFORMATION ON FLEET] .162 
(210)  According  to th e information provided by Parties, there exist no other free -
floating car sharing providers , but five more station -based car sharing providers, 
namely Stadtauto ( [INFORMATION ON FLEET]  cars), ÖBB Rail&Drive 
([INFORMATION ON FLEET]  cars), Sharetoo ( [INFORMA TION ON FLEET]  
cars), MO.Point ( [INFORMATION ON FLEET]  cars) and Elfride 
([INFORMATION ON FLEET]  car).163 
(211)  Therefore, the total size of Vienna 's car sharing market (free -floating and station -
based) is around [INFORMATION ON FLEET]  cars and , focusing on the 
narrowest possible market for (only) free -floating car sharing , [INFORMATION 
ON FLEET]  cars. The Parties' market share post -Transaction will be [90-100]% 
for free -floating and station -based car sharing and 100% for (only) free -floating 
car sharing.  
(212)  Focusing on revenues, the Parties estimate market shares of [90-100]% for free -
floating and station -based car sharing and 100% for free -floating car sharing only.  
(213)  Entry barriers do exist, as mentioned above in paragraph (155)  et seq.  However, 
parking permissions are not needed, but parking fees could be paid on a yearly 
basis.164 There also does not exist a minimum or maximum number of cars for 
free-floating  car sharing.165 Therefore, th ese cannot be considered as entry 
barrier s, as all free -floating car sharing providers are treat ed in the same way.  
(214)  The market investigation has identified one entry plans as timely, but (probably) 
not sufficient and likely yet , and five additional entry intentions  from several 
OEMs and other mobility providers, which do have financial resources and/or the 
expertise for car sharing and related  sectors .166 However, none of them can be 
considered as timely, likely and sufficient.  
(215)  Therefore , in the light of the above, the Commission considers that the proposed 
Transaction raises serious doubts as to its compatibility with the internal market 
on a narrow market definition comprising only free -floating car sharing in Vienna  
as well as  on a market definition comprising free -floating and station -based car 
sharing.  
                                                 
162  Form CO, Confidential Annex 7.b.  
163  Form CO, Confidential Annex 7.b.  
164  Reply Magistrat der Stadt Wien  to Questionnaire to local authorities, questions 7 and 8.  
165  Reply to Questionnaire to local authorities, questions 10 -13. 
166  Replies to Questionnaire to OEMs, question 18. Replies Questionnaire to mobility service providers, 
question 20.  
43 5.3.5.  Potential o verlap cities  in the future  - city by city assessment  
5.3.5.1.  Paris  
(216)  In July 2018, Paris' biggest free -floating car sharing provider Autolib' stopped 
operating its fleet of a round 4, 000 cars due to huge financial losses. As a result of 
the failure of Autolib', third party providers of free -floating car sharing try to fill 
the gap, especially Renault, PSA, but also the Parties. On 4 July 2018, Renault 
publicly announced to offe r free -floating car sharing services in Paris with a 
starting fleet of 120 cars as of Septem ber 2018 to be expanded up to 2, 000 cars as 
of the end of 2019.167 PSA also announced publicly to offer free -floating car 
sharing services in Paris with a fleet of 50 0 cars as of the end of 2018 .168 
(217)  The Parties are not currently present in Paris. However, car2go is planning to 
enter as of January 2019 with a fleet of 400 cars, which [INFORMATION ON 
FLEET] .169 With regard to DriveNow , the Parties stated that [INFORMATION 
ON BUSINESS PLANS] .170 
(218)  According  to the information provided by Parties, there will be three more  free-
floating car sharing providers  at the beginning of 2019 , namely Renault 
(operating 120 cars since October 2018171), PSA (500 cars172) and Totem mobi 
([INFORMATIO N ON FLEET]  cars) , and four more station -based car sharing 
providers, namely Ubeeqo ( [INFORMATION ON FLEET]  cars), Communauto 
([INFORMATION ON FLEET]  cars), Zipcar ( [INFORMATION ON FLEET]  
cars) and Zencarz ( [INFORMATION ON FLEET]  cars) .173 
(219)  Therefore, the tot al size of Paris 's future car sharing market (free -floating and 
station -based) will be around [INFORMATION ON FLEET]  and,  focusing on 
the narrowest possible market for (only) free -floating car sharing , 
                                                 
167  See Renault's press release o f 04/07/2018, published on https://media.group renault.com/global/en -
gb/groupe -renault/media/pressreleases/21213440/la -ville-de-paris -et-le-groupe -renault -partagent -leur-
vision -de-nouveaux -services -urbains -de-mobilit . 
168  See PSA's press release of 03/07/2018, published on https://media.groupe -psa.com/en/groupe -psa-
finalizes -launch -free2move -paris -sustainable -and-high-quality -carsharing -service . 
169  Reply of 19/10/2018 to RFIs of  16/10/2018 and 18/10/2018, Confidential Annex 2 – 
[INFORMAT ION ON BUSINESS PLANS]  – DriveNow and Confidential Annex 3 – 
[INFORMATION ON BUSINESS PLANS]  – car2go. Reply of 22/10/2018 to RFIs of 16/10/2018 and 
18/10/2018 and Confidential Annex – Car sharing fleets – [INFORMATION ON BUSINESS 
PLANS] . 
170  Reply of 22/10 /2018 to RFIs of 16/10/2018 and 18/10/2018 and Confidential Annex – Car sharing 
fleets – [INFORMATION ON BUSINESS PLANS] . 
171  See Renault's press release of 28/09/2018, published on https://media.group renault.com/global/en -
gb/renault/media/pressreleases/21216518/renault -et-ada-lancent -lapplication -moovinparis -by-renault . 
172  See PSA's press release of 03/07/2018, published on https://media.groupe -psa.com/en/groupe -psa-
finalizes -launch -free2move -paris -sustainable -and-high-quality -carsharing -service . 
173  Reply of 22/10/2018 to RFIs of 16/10/2018 and 18/10/2018 and Confidential Annex – Car sharing 
fleets – [INFORMATION ON BUSINESS PLANS] . 
44 [INFORMATION ON FLEET]  cars. The Parties' market shar e post -Transaction 
would be [20-30]% for free -floating and station -based car sharing a nd [30-40]% 
for (only) free -floating car sharing.  
(220)  Focusing at the end of 2019, the total size of Paris's future car sharing market 
(free -floating and s tation -based) could be around [INFORMATION ON FLEET]  
and – focusing on the narrowest possible market for (only ) free -floating car 
sharing – [INFORMATION ON FLEET]  cars. In such a scenario, the Parties' 
market share post -Transaction would fall down to [10-20]% for free -floating and 
station -based car sharing and [20-30]% for (only) free -floating car sharing.  
(221)  Furthermore, the municipality of Paris also stated that the city is open to more 
carmakers entering the market to help to boost the car sharing service.174 Renault, 
BMW, Daimler as well as Volkswagen had expressed their interest, the 
municipality said .175 
(222)  In the light of the above, the Commission considers that the proposed Transaction 
does not raises serious doubts as to its compatibility with the internal ma rket on a 
narrow market definition comprising only free -floating car sharing in Paris as 
well as on a market definition comprising free -floating and station -based car 
sharing.  
5.3.5.2.   Barcelona  
(223)  None of the Parties (but also no third free -floating car sharing prov ider) are 
currently present in Barcelona .  
(224)  The Parties flagged that they have  [INFORMATION ON BUSINESS PLANS] .176 
However,  these plans  could not be considered as timely or likely , as 
[INFORMATION ON BUSINESS PLANS] . DriveNow currently also considers 
it [INFORMATION ON BUSINESS PLANS] .177 
(225)  In the light of the above, the Commission considers that the proposed Transaction 
does not raises serious doubts as to its compatibility with the internal market on a 
narrow market definition comprising only free -floating car sharing in Barcelona.  
                                                 
174 See https://www.bloomberg.com/news/articles/2018 -07-04/paris -opens -up-electric -car-sharing -
market -after-autolib -failure .  
175  Ibidem..  
176  Reply of 19/10/2018 to RFIs of  16/10/2018  and 18/10/2018, Confidential Annex 2 – 
[INFORMATION ON BUSINESS PLANS]  – DriveNow and Confidential Annex 3 – 
[INFORMATION ON BUSINESS PLANS]  – car2go.  
177  Reply of 22/10/2018 to RFIs of 16/10/2018 and 18/10/2018.  
45 5.3.5.3.  Madrid  
(226)  In Madrid only car2go is currently present with a fleet of [INFORMATION ON 
FLEET]  cars.178 DriveNow [INFORMATION ON BUSINESS PLANS] .179 
However, the Parties stated that it is [INFORMATION ON BUSINESS PLANS] . 
(227)  According  to the in formation provided by Parties,  there exist two more free -
floating car sharing providers, namely Emov with a fleet of [INFORMATION 
ON FLEET]  cars and Zity with a fleet of [INFORMATION ON FLEET]  cars. 
Furthermore, three more station -based car sharing provide rs are present, namely 
Bluemove ( [INFORMATION ON FLEET]  cars), Respiro ( [INFORMATION ON 
FLEET]  cars) and Hertz 24/7 ( [INFORMATION ON FLEET]  cars).180 
(228)  Therefore, the total size of Madrid's future car sharing market (free -floating and 
station -based) will not change and be around [INFORMATION ON FLEET]  cars 
and, focusing on the narrowest possible market for (only) free -floating car 
sharing , [INFORMATION ON FLEET]  cars. The Parties' market share pre- and 
post-Transaction will not change ( [20-30]% for free -floating and station -based car 
sharing and [20-30]% for (only) free -floating car sharing ). 
(229)  Focusing on revenues, the Parties estimate (current) market shares of [20-30]% 
for free -floating and station -based car sharing and [20-30]% for free -floating car 
shari ng only.  
(230)  In light of the above, the Commission considers that the proposed Transaction 
does not raise serious doubts as to its compatibility with the internal market on a 
narrow market definition comprising only free -floating car  sharing in Madrid as 
well as on a market definition comprising free -floating and station -based car 
sharing.  
5.3.5.4.   Florence  
(231)  In Florence only car2go is currently present with a fleet of [INFORMATION ON 
FLEET]  cars.181 DriveNow  [INFORMATION ON BUSINESS PLANS] .182 
[INFORMATION ON BUSINESS PLANS] .183 
                                                 
178  Form CO, Confidential Annex 7.b.  
179  Repl y of 19/10/2018 to RFIs of  16/10/2018 and 18/10/2018, Confidential Annex 2 – 
[INFORMATION ON BUSINESS PLANS]  – DriveNow and Confidential Annex 3 – 
[INFORMATION ON BUSINESS PLANS]  – car2go.  
180  Form CO, Confidential Annex 7.b.  
181  Form CO, Confidential Annex 7.b. 
182  Reply of 19/10/2018 to RFIs of  16/10/2018 and 18/10/2018, Confidential Annex 2 – 
[INFORMATION ON BUSINESS PLANS]  – DriveNow and Confidential Annex 3 – 
[INFORMATION ON BUSINESS PLANS]  – car2go. Reply of 22/10/2018 to RFIs of 16/10/2018 and 
18/10/201 8. 
183  Reply of 22/10/2018 to RFIs of 16/10/2018 and 18/10/2018.  
46 (232)  According  to the information provided by Parties, there exist three more free -
floating car sharing providers, namely Share'ngo ( [INFORMATION ON FLEET]  
cars) , Enjoy ( [INFORMATION ON FLEET]  cars)  and Adduma Car 
([INFORMATION ON FLEET]  cars). Hertz 2 4/7 is the only station -based car 
sharing provider, operating only [INFORMATION ON FLEET]  car.184 
(233)  Therefore, the total size of Florence's recent  car sharing market (free -floating and 
station -based) is around [INFORMATION ON FLEET]  cars and – focusing on 
the narrowest possible market for (only) free -floating car sharing – 
[INFORMATION ON FLEET]  cars. The Parties' current market share post -
Transaction will not change post -Transaction, being [30-40]% for free -floating 
and station -based car sharing and [30-40]% for (only) free -floating car sharing , 
and there exists competitive pressure from three additional free -floating car 
sharing providers.  
(234)  Focusing on revenues, the Parties estimate (current) market shares of [10-20]% 
for free -floating and station -based car sha ring as well as for free -floating car 
sharing only.  
(235)  In the light of the above, the Commission considers that the proposed Transaction 
does not raises serious doubts as to its compatibility with the internal market on a 
narrow market definition comprising only free -floating car sharing in Florence  as 
well as on a market definition comprising free -floating and station -based car 
sharing.  
5.3.5.5.   Rome  
(236)  In Rome only car2go is currently present with a fleet of [INFORMATION ON 
FLEET]  cars.185 DriveNow [INFORMATION ON BUSIN ESS PLANS] .186 
[INFORMATION ON BUSINESS PLANS] .187 
(237)  According  to the information provided by Parties, there exist two more free -
floating car sharing providers, namely Share'ngo ( [INFORMATION ON FLEET]  
cars) and Enjoy ( [INFORMATION ON FLEET]  cars). Furthermore, there exist 
two more station -based car sharing providers, namely Mobilita Roma Carsharir 
([INFORMATION ON FLEET]  cars) and Hertz 24/7 ( [INFORMATION ON 
FLEET]  cars).188 
(238)  Therefore, the total size of Rome's recent  car sharing market (free -floating and 
station -based) is be around [INFORMATION ON FLEET]  cars and , focusing on 
                                                 
184  Form CO, Confidential Annex 7.b.  
185  Form CO, Confidential Annex 7.b.  
186  Reply of 19/10/2018 to RFIs of  16/10/2018 and 18/10/2018, Confidential Annex 2 – 
[INFORMATION ON BUSINESS PLANS]  – DriveNow and Confidential Annex 3 – 
[INFORMATION ON BUSINESS PLANS]  – car2go. Reply of 22/10/2018 to RFIs of 16/10/2018 and 
18/10/2018.  
187  Reply of 22/10/2018 to RFIs of 16/10/2018 and 18/10/2018.  
188  Form CO, Confidential Annex 7.b.  
47 the narrowest possible market for (only) free -floating car sharing , 
[INFORMATION ON FLEET]  cars. The Parties' market share post -Transaction 
will not change immediately post -Transaction, being [20-30]% for free -floating 
and station -based car sharing and [20-30]% for (only) free -floating car sharing.  
(239)  Focusing on revenues, the Parties estimate (current) market shares of [10-20]% 
for free -floating and station -based car sharing and [20-30]% for free -floating car 
sharing only.  
(240)  In the light of the above, the Commission considers that the proposed Transaction 
does not raises serious doubts as to its compatibility with the internal market on a 
narrow market definition comprising only free -floating car sharing in Rome  as 
well as on a market definition comprising free -floating and station -based car 
sharing.  
5.3.5.6.   Turin  
(241)  In Turin only car2go is currently present with a fleet of [INFORMATION ON 
FLEET]  cars.189 DriveNow [INFORMATION ON BUSINESS PLANS] .190 
[INFORMATION  ON BUSINESS PLANS] .191 Therefore, DriveNow's entry plan 
cannot be considered as timely.  
(242)  According  to the information provided by Parties, there exist another fre e-floating 
car sharing provider , namely Enjoy  with a fleet of [INFORMATION ON FLEET]  
cars, and two more station -based car sharing providers, namely BlueTorino 
([INFORMATION ON FLEET]  cars) and Hertz 24/7 ( [INFORMATION ON 
FLEET]  cars).192 
(243)  Therefore, the total size of Turin's recent  car sharing market (free -floating and 
station -based) will be around [INF ORMATION ON FLEET]  cars and , focusing 
on the narrowest possible market for (only) free -floating car sharing , 
[INFORMATION ON FLEET]  cars. The Parties' market share post -Transaction is 
actually [40-50]% for free -floating and station -based car sharing and [50-60]% 
for (only) free -floating car sharing.  
(244)  Focusing on revenues, the Parties estimate (current) market shares of [30-40]% 
for free -floating and station -based car sharing and [40-50]% for free -floating car 
sharing only.  
(245)  In the light of the above, the Commission considers that the proposed Transaction 
does not raises serious doubts as to its compatibility with the internal market on a 
narrow market definition comprising only free -floating car sharing in Turin  as 
                                                 
189  Form CO, Confidential Annex 7.b.  
190  Reply of 19/10/2018 to RFIs of  16/10/2018 and 18/10/2018, Confidential Annex 2 – 
[INFORMATION ON BUSINESS PLANS]  – DriveNow and Confidential Annex 3 – 
[INFORMATION ON BUSINESS PLANS]  – car2go. Reply of 22/10/2018 to RFIs of 16/10/2018 and 
18/10/2018.  
191  Reply of 22/10/2018 to RFIs of 16/10/2018 and 18/10/2018.  
192  Form CO, Confidential Annex 7.b.  
48 well as on a market definition comprising free -floating and station -based car 
sharing.  
5.3.5.7.   Amsterdam  
(246)  In Amsterdam only car2go is currently present with a fleet of [INFORMATION 
ON FLEET]  cars.193 DriveNow [INFORMATION ON BUSINESS PLANS] .194 
However, the Parties stated that it´ s [INFORMATION ON BUSINESS 
PLANS] .195 
(247)  According  to the information provided by Parties, there exist another fre e-floating 
car sharing provider , namely Ioniq Car Sharing ( [INFORMATION ON FLEET]  
cars) , and four more station -based car sharing providers, namely Greenwheels 
([INFORMATION ON FLEET]  cars), Connect Car ( [INFORMATION ON 
FLEET]  cars), mywheels ( [INFORMATION ON FLEET]  cars) and Hert z 24/7 
([INFORMATION ON FLEET]  car).196 
(248)  Therefore, the total size of Amsterdam's future car sharing market (free -floating 
and station -based) will not change and be around [INFORMATION ON FLEET]  
cars and , focusing on the narrowest possible market for (only) free -floating car 
sharing , [INFORMATION ON FLEET]  cars. The Parties' market share pre- and 
post-Transaction will be [20-30]% for free -floating and station -based car sharing 
and [70-80]% for (only) free -floating car sharing.  
(249)  Focusing on revenues, the Parties estimate (current) market shares of [10-20]% 
for free -floating and station -based car sharing and [60-70]% for free -floatin g car 
sharing only.  
(250)  In the light of the above, the Commission considers that the proposed Transaction 
does not raises serious doubts as to its compatibility with the internal market on a 
narrow market definition comprising only free -floating car sharing in  Amsterdam  
as well as on a market definition comprising free -floating and station -based car 
sharing.  
5.3.6.  Conclusion on horizontal overlap cities  
(251)  On the basis of the above, the proposed Transaction  would  lead to serious doubts 
on the market for car sharing  (and in the market for free -floating car sharing  
services ) in the following five overlap cities: Hamburg, Cologne, Dusseldorf , 
Munich and Vienna.  
                                                 
193  Form CO, Confidential Annex 7.b.  
194  Reply of 19/10/2018 to RFIs of  16/10/2018 and 18/10/2018, Confidential Annex 2 – 
[INFORMATION ON BUSINESS PLANS]  – DriveNow and Confidential Annex 3 – 
[INFORMATION ON BUSINESS PLANS]  – car2go.  
195  Reply of 22/10/2018 to RFIs of 16/10/2018 and 18/10/2018 and Confidential Annex – Car sharing 
fleets – [INFORMATION ON BUSINESS PLANS] . 
196  Form CO, Confidential Annex  7.b. 
49 (252)  However , as stated above in paragraphs (59) et seq.  and (150)  et seq. , the 
Commission considers that there are also certain out-of-market constraints  
exerted by , in particular , the public transport services that are not included in the 
market for car sharing . The Commission will take these into account in its 
analysis of the (free -floating) car sharing market . 
(253)  Moreover, as explained in more detail abov e, the market investigation confirmed 
that the car sharing market is in flux with both small (Oply in Hamburg with 100 
cars since 10 October  2018 ) and large […] entries , and many more planned . 
However, these entries  cannot be considered as likely, timely and sufficient 
enough to remove serious doubts . 
(254)  These two factors  (out-of-market con straints and new entries)  mitigate  the 
existing serious doubts without eliminating them completely.  
5.4. Vertical effects  
5.4.1.  Manufacture and  supply of passenger cars  / (free-floating) car sharing  
(255)  Both Parties are active in the upstream market for the manufacture and supply of 
passenger cars in Germany, Austria and Italy and in the downstream market for 
(free -floating) car sharing  in Germany, A ustria and Italy .  
(256)  The Commission will assess whether the Parties will have the ability or the 
incentive to foreclose access to passenger cars to their rival (free -floating) car 
sharing providers or the ability or incentive to foreclose their rival OEMs to  a 
customer base.   
(257)  With regard to the upstream market, in line with its previous decisions, the 
Commission could also consider a market for wholesale/retail distribution of 
passenger cars.  However, the Commission will carry out the assessment of the 
vertical effects on the market for the manufacture and supply of passenger cars, 
given that, according to the Parties' best estimates, the Parties' combined market 
shares in a market for the who lesale/retail distribution of passenger cars will not 
exceed or at least will not be significantly different from the Parties' market 
shares in the market for the manufacture or supply of passenger cars .197 In 
addition, if a sub -segment for pure electric pow ered cars were considered, there 
would be an affected vertical market in Germany and in Italy. However, the same 
considerations would apply.  
(258)  With regard to the downstream market, g iven that, for the purpose of this 
decision, the Commission does not conside r it appropriate to either consider a 
market encompassing all passenger transport services or a market for short -term 
car rental - including (free -floating) car sharing  - as the relevant product markets, 
the assessment of the vertical effects will be carried out on the narrowest -possible 
relevant market for (free -floating) car sharing.  
                                                 
197 Annex 2 to the Parties' reply to RFI 6 dated 26 October 2018.  
50 5.4.1.1.  Manufacture and supply of passenger cars  (upstream ) 
(259)  In Germany, the Parties' combined ma rket share post -Transaction is [20-30]% for 
all cars, [20-30]% for electric cars, [30-40]% for pure electric powered cars , [10-
20]% for hybrid cars. In Austria the Parties' combined market share s would be  
[10-20]% for all cars, [10-20]% for electric cars, [20-30]% for pure electric 
powered cars , [10-20]% for hybrid cars , and  in Italy [5-10]% for all cars, [0-5]% 
for electric cars, [30-40]% for pure electric powered cars , [0-5]% for hybrid cars.  
5.4.1.2.  (Free -floating) car sharing (downstream ) 
(260)  In Berlin, t he Parties ' market share post -Transaction will be [80-90]% by number 
of cars for car sharing as a whole  and [90-100]% for (only) free -floating car 
sharing . By revenues, the Parties estimate market shares of [80-90]% for car 
sharing as a whole  and [90-100]% for free-floating car sharing only.   
(261)  In Cologne, the Parties' market share post -Transaction will be [50-60]% for car 
sharing as a whole and 100% for (only) free -floating car sharing. By revenues, the 
Parties estimate market shares of [50-60]% for car sharing a s a whole and 100% 
for free -floating car sharing only.  
(262)  In Dusseldorf, by number of cars the Parties' market share post -Transaction will 
be [80-90]% for car sharing as a whole and 100% for (only) free -floating car 
sharing. By revenues, the Parties estimate  market shares of [70-80]% for car 
sharing as a whole and 100% for free -floating car sharing only.  
(263)  In the Cologne/Dusseldorf business area, by number of cars, the Parties' market 
share post -Transaction would be [60-70]% for car sharing as a whole and 100% 
for (only) free -floating car sharing.  By revenues, the Parties market shares would 
be [60-70]% for car sharing as a whole and 100% for free -floating car sharing 
only.  
(264)  In Hamburg, by number of cars, the Parties' market share post -Transaction will be 
[70-80]% for car sharing as a whole and 100% for (only) free -floating car sharing. 
By revenues, the Parties estimate market shares of [80-90]% for car sharing as a 
whole and 100% for free -floating car sharing only.  
(265)  In Munich, by number of cars, the Parties' marke t share post -Transaction will be 
[60-70]% for car sharing as a whole and [90-100]% for (only) free -floating car 
sharing. By revenues, the Parties estimate market shares of [60-70]% for car 
sharing as a whole and [90-100]% for free -floating car sharing only . 
(266)  In Milan, by number of cars, the Parties' market share post -Transaction will be 
[30-40]% for car sharing as a whole and [30-40]% for (only) free -floating car 
sharing. By revenues, the Parties estimate market shares of [30-40]% for car 
sharing as a whole and [30-40]% for free -floating car sharing only.  
(267)  In Vienna, by number of cars, the Parties' market share post -Transaction will be 
[90-100]% for car sharing as a whole and 100% for ( only) free -floating car 
sharing . By revenues, the Parties estimate market shares of [90-100]% for free -
floating and station -based car sharing and 100% for free -floating car sharing only.  
51 5.4.1.3.  Input foreclosure   
(268)  With regard to the  ability  of the Parties to foreclo se access to cars by its rivals , the 
Parties  will have no ability to foreclose rival car sharing providers , as the Parties 
will not have a degree of upstream market power that would allow them to do so , 
including in the electric cars segment. Electric cars suited for use in car sharing 
services are not a scarce resource.  Every car manufacturer in Europe has already 
such cars on offer or is starting to do so as of 2019.  
(269)  With regard to  their incentive  to engage in such foreclosure strategy , the Parties 
will not have incentive to foreclose rival car sha ring providers , as supply to car 
rental and car sharing companies is a sizeable source of income for the Parties 
and, moreover, is an important form of non -paid advertisement, causing the 
respective vehicles and brands to be more visible in the streets. Th is could even 
increase sales of electric cars in future. In addition, no competitor in the car 
sharing segment could be regarded as being dependent on supplies of cars from 
the Parties.   
5.4.1.4.  Customer foreclosure  
(270)  With regard to ability, the Parties will have no  ability to foreclose rival OEMs as 
each of the Parties is not currently open for the integration of cars by third -party 
OEMs into their respective fleets. To the contrary, DriveNow's fleet consists 
exclusively of cars manufactured by BMW and car2go's fleet only of cars 
manufactured by Daimler. In addition, should the Parties be open, in the future, to 
integrate cars of third -party OEMs in their own fleet, the number of cars sourced 
by the Parties would still be too low to have any appreciable effect on the 
upstream market for the manufacture and supply of passenger cars.   
5.4.2.  Manufacture and supply of (pure electric powered cars) passenger cars  / Parking 
(including hardware payment services )  
(271)  Both Parties are active in the upstream market for the manufacture and supply of 
passenger cars in Germany, Austria and Italy. Only BMW  is active in the 
downstream market for parking  in Austria and Germany .  
(272)  The Commission will assess whether the Parties w ill have the ability to foreclose 
access to passenger cars to their rival parking services  providers or the ability to 
foreclose their  rival OEMs to a customer base.  
5.4.2.1.  Manufacture and supply of passenger cars  (upstream ) 
(273)  The market for the manufacture and sup ply of passenger cars is discussed in 
section 5.4.1.1 . In this case, it would be affected only if the segment of pure 
electric powered cars  in Germany and in Italy  is considered.  
5.4.2.2.  Parking  (downstream ) 
(274)  There is no overlap between the Parties in the EEA , as Daimler is not active in the 
EEA. The Parties were not able to provide reliable market share at city level. 
However, on a country basis , the Parties' best estimates are the following: less 
than 5% for Austria and Germany. In a possible sub -segment limited to 
software/mobile technology, market share would be between 5 and 10% for 
Austria and Germany.  
52 5.4.2.3.  Input foreclosure  
(275)  With regard to ability , the Parties will have no ability to foreclose rival parking 
services providers in Germany and Italy as there are various OEMs in the market 
and it is not necessary to have access to newly produced passenger cars to offer 
such services.  
5.4.2.4.  Customer foreclosu re  
(276)  With regard to ability, the Parties will have no ability to foreclose rival OEMs , as 
the Parties are not important customers  in the market for parking services for any 
of its OEMs rivals.  
5.4.3.  Manufacture and supply of (pure electric powered cars) passenger  cars / 
charging  
(277)  Both Parties are active in the upstream market for the manufacture and supply of 
passenger cars in Germany, Austria and Italy. Only BMW is active in the 
downstream market for charging in Germany, Austria, Belgium, France and the 
Netherlan ds.  
(278)  The Commission will assess whether the Parties will have the ability to foreclose 
access to passenger cars to their rival charging  services providers or the ability to 
foreclose their rival OEMs to a customer base.  
5.4.3.1.  Manufacture and supply of passenger cars (upstream ) 
(279)  The market for the manufacture and supply of passenger cars is discussed in 
section 5.4.1.1 . In this case, it would be affected onl y if the segment of pure 
electric powered cars  in Germany and in Italy is considered.  
5.4.3.2.  Charging ( downstream ) 
(280)  BMW offers the ChargeNow services, [INFORMATION ON BUSINESS 
PLANS] . However, ChargeNow's turnove r is marginal (EUR [INFORMATION 
ON TURNOVER]  in the EEA, less than EUR [INFORMATION ON 
TURNOVER]  in Munich, less than EUR [INFORMATION ON TURNOVER]  in 
Berlin, less than [INFORMATION ON TURNOVER]  in Hamburg, less than 
EUR [INFORMATION ON TURNOVER]  in Düsseldorf and Cologne  in 2017 ). 
5.4.3.3.  Input foreclosure  
(281)  With regard to ability, the Parties will have no ability to foreclose rival charging 
providers in Germany and Italy as there are various OEMs in the market and it is 
not necessary to have access to newly produced passenger cars to offer such 
services.  
5.4.3.4.  Customer foreclosure  
(282)  With regard to ability, the Parties will have no ability to foreclose rival OEMs as 
the Parties are not important customers  in the market for charging services for any 
of its OEMs rivals.  
53 5.4.4.  Financial and operational leasing / (free -floating) car sharing  
(283)  Both Parties are active in the upstream market for financial and operational 
leasing in Germany , Austria and Italy and in the downstream market for (free -
floating) car sharing.  
(284)  The Commission will assess whether the Parties wil l have the ability and 
incentive to foreclose access to financial and operational leasing  to their rival 
(free -floating) car sharing  providers or the ability to foreclose their rival financial 
and operational leasing  providers  to a customer base.  
5.4.4.1.  Financial  and operational leasing  (upstream ) 
(285)  The Parties' combined market share i n Germany is [20-30]%198, in Austria [10-
20]%199 and in Italy [5-10]%200. 
5.4.4.2.  (Free -floating) car sharing  (downstream ) 
(286)  The market for (free -floating) car sharing is discussed in section 5.4.1.2 . The 
Parties' combined market share will be high in Berlin, Cologne, Dusseldorf, 
Munich, Vienna and Milan.  
5.4.4.3.  Input foreclosure  
(287)  With regard to ability, the Pa rties will have no ability to foreclose rival car 
sharing providers for the following reasons: (i) access to financial and operational 
leasing is not a pre -condition for offering car sharing services . The Parties 
estimate that in Germany [INFORMATION ON MA RKET ESTIMATES] % of 
the car sales account for leasing, whilst for Austria the Parties estimate that 
[INFORMATION ON MARKET ESTIMATES] % account for leasing, (ii) there 
are other strong providers of financial and operational leasing services in addition 
to other OEMs, such as banks and car rental companies.  
(288)  With regard to incentive, the Parties will have no incentive to foreclose rival car 
sharing providers as financial and operational leasing provided to third parties is a 
valuable source of income and, for OEMs, there are marketing  and advertisement  
advantages if they supply their cars to car sharing providers.  
5.4.4.4.  Customer foreclosure  
(289)  With regard to ability, the Parties will have no ability to foreclose rival supplier s 
of financial and operational leasing servi ces, given that neither of the Parties is a 
sufficient important customer for third parties. Each of the Parties has only used 
services from their parent companies i n the past . 
                                                 
198 The Parties submit that there would be no significant difference if (i) financial leasing and (ii) 
operational leasing were to be distinguished. As explained in Section 4.1.7, for the purpose of this 
decision, the Commission will therefore assess the impact of the transaction on a market for financial 
and operational leasing.  
199 See footnote above.  
200 See footnote above.  
54 5.4.5.  Full fleet leasing and management services  / (free -floating) car sharing  
(290)  Both Parties are active in the upstream market for full fleet leasing and 
management services  in Germany, Austria and Italy and in the downstream 
market for (free -floating) car sharing.  
(291)  The Commission will assess whether the Parties will have the ability and 
incentive to foreclose access to full fleet leasing and management services  to their 
rival (free -floating) car sharing providers or the ability to foreclose their rival full 
fleet leasing and management service  providers to a customer base.  
5.4.5.1.  Full fleet leasing and management services  (upstream ) 
(292)  In Germany, the Parties' combined market share will be [10-20]%201, in Austria 
[0-5]%202 and in Italy [0-5]%203. 
5.4.5.2.  (Free -floating) car sharing (downstream ) 
(293)  The market for (free -floating) car sharing is discussed in sectio n 5.4.1.2 . The 
Parties' combined market share will be high in Berlin, Cologne, Dusseldorf, 
Munich, Vienna and Milan.  
5.4.5.3.  Input foreclosure  
(294)  With regard to ability, the Parties will have no ability to foreclose rival car 
sharing providers as (i) full fleet leasing and management services is not a pre -
condition for offering car sharing services and (ii) this type of services are widely 
available in the market.  
(295)  With regard to incentive, the Parties will have no incentive to foreclose rival car 
sharing providers given that full fleet leasing and management services provided 
for third parties is a valuable source of income.  
5.4.5.4.  Customer foreclosure  
(296)  With regard to ability, the Part ies will have no ability to foreclose rival full fleet 
leasing and management service providers given that neither of the Parties is a 
sufficient important customer for third parties. Indeed, neither of the Parties h as 
sourced such type of services from th ird parties in the past.  
5.4.6.  Development and sale of smartphone apps  / (Free -floating) car sharing  
(297)  The Parties do not offer and do not intend to offer on their apps online advertising 
services.  
                                                 
201 The Parties submit that there is no data available for any further  segmentation but that, in any event, 
[INFORMATION ON TURNOVER]  (Tables 27 -29 Form CO).  
202 See footnote above.  
203 See footnote above.  
55 (298)  The Parties do not offer paid smartphone apps at the moment. All s martphone 
apps relevant for the transaction can be downloaded for free. Only becoming a 
member of car2go or DriveNow would require the payment of a membership fee. 
There are also currently no plans to change this business model. The Parties are 
also no sma rtphone app developers. They do not offer to programme software for 
third parties that do not belong to the group of Daimler and BMW respectively.  
(299)  In the EEA, the Parties offer the following smartphone apps that will also be 
transferred to the joint ventu res: DriveNow app, car2go app, ChargeNow app, 
Parkmobile app, moovel and mytaxi apps. All aforementioned smartphone apps 
aim at mediating contracts, e.g. the car2go smartphone app aims at allowing the 
user to book rides with car2go vehicles. Turnover is th us not generated directly by 
selling the smartphone app to potential customers but (leaving the registration fee 
for car2go or DriveNow aside) by the realisation of contracts for the services 
offered in the respective smartphone app. Along the same line, “ moovel transit” 
works on a commission basis for each transaction booked on the smartphone app.  
Both Parties are active  in the downstream market for (free -floating) car sharing.  
(300)  The Commission will assess whether the Parties will have the ability to forecl ose 
access to smartphone apps  to their rival (free -floating) car sharing providers or the 
ability to foreclose other companies offering smartphone apps  to a customer base.  
5.4.6.1.  Development / sale of smartphone apps  (upstream ) 
(301)  At EEA level, according to the Part ies' best estimates, the Parties' combined 
market share would be lower than 30%, whilst in Germany, Italy, Austria the 
Parties' combined market share s would be  below  30% in each territory . 
5.4.6.2.  (Free -floating) car sharing (downstream ) 
(302)  The market for (free -floating) car sharing is discussed in section 5.4.1.2 . The 
Parties' combined market share will be high in Berlin, Cologne, Dusseldorf, 
Munich, Vienna and Milan.  
5.4.6.3.  Input foreclosure  
(303)  With regard to ability, the Parties will have no ability to foreclose rival car 
sharing providers as there are several companies that can develop/sell smartphone 
apps.  
5.4.6.4.  Customer foreclosure  
(304)  […]The Parties will have no abi lity to foreclose rival developers/suppliers of 
smartphone apps given that there are several companies that can be considered 
customers o f services involving the development and sale of smartphone apps.  
5.4.7.  Development  and sale of multimodal apps / (free-floati ng) car sharing  
(305)  The Parties do not offer paid smartphone apps at the moment.  As explained 
above, t urnover is thus not generated directly by selling the smartphone app to 
potential customers but (leaving the registration fee for car2go or DriveNow 
aside) by the realisation of contracts for the services offered in the respective 
smartphone app.  That being said, Daimler only offers a multimodal app. Both 
Parties are active in the downstream market for (free -floating) car sharing.  
56 (306)  The Commission will assess whether the Parties will have the ability to foreclose 
rival (free -floating) car sharing providers or the ability to foreclose companies 
active in the development/sale of multimodal smartphone apps to a customer 
base.  
5.4.7.1.  Development /sale of multimodal apps  (upstream )  
(307)  BMW does not offer multimodal apps. As a consequence, a t EEA level as well as 
in Germany, according to the Parties' best estimates, the Parties' combined market 
share would be lower than 30%.  
5.4.7.2.  (Free -floating) car sharing (downstream )  
(308)  The market for (free -floating) car sharing is discussed in section 5.4.1.2 . The 
Parties' combined market share will be high in Berlin, Cologne, Dusseldorf, 
Munich, Vienna and  Milan.  
5.4.7.3.  Input foreclosure  
(309)  With regard to ability, the Parties will have no ability to foreclose rival (free -
floating) car sharing providers as there are several companies that can develop 
and sell multimodal smartphone apps.  
5.4.7.4.  Customer foreclosure  
(310)  With regar d to ability, the Parties will have no ability to foreclose rival companies 
active in the development/sale of multimodal smartphone apps as software 
developers are not dependant on the Parties' car sharing services . 
5.4.8.  Access to  multimodal apps / (free-floating) car sharing  
(311)  Daimler operates upstream a multimodal app ("moovel") in some of the overlap 
cities. Both Parties are active in the downstream market for (free -floating) car 
sharing. The Commission will assess whether the Parties will have i) the ability  
and the incentive  to foreclose access to multimodal apps  to their rival (free -
floating) car sharing providers as well as ii)  the ability  or incentive  to foreclose 
other multimodal  apps from access to their API . In addition, the Commission will 
assess the likely impact on effective competition.  
5.4.8.1.  Access to  multimodal apps  
(312)  Daimler operates  the moovel platform which is available in some of the overlap 
cities. BMW does not offer any multimodal apps  in the EEA . As a consequence, 
at EEA level, as well as in Germany  and Austria , according to the Parties' best 
estimates, the Parties' combined market share would be lower than 30%.  
5.4.8.2.  (Free -floating) car sharing  
(313)  The market for (free -floating) car sharing is discussed in section 5.4.1.2 . The 
Parties' combined market share will be high in Berlin, Cologne, Dusseldorf, 
Munich, Vienna and Milan.  
57 5.4.8.3.  Customer foreclosure  
(314)  With regard to ability, the Parties claim that the y will have  no ability to foreclose 
rival car sharing providers given that access to multimodal apps would not be 
necessary for offering car sharing services as this could be done with individual 
(provider -owned) apps. However, the Commission considers that, in the l ight of 
the fact that  multimodal apps are likely to become the gateway to car sharing 
services, the Parties will have  the ability to foreclose rival car sharing providers.   
(315)  The majority of OEMs and of mobility service providers who responded to the 
market investigation stated that they are concerned about obtaining access, post -
Transaction,  to the merged entity's platform for mobility services, i.e. moovel.204 
In addition, t he majority of mobility service providers who responded to the 
market investigation st ated that their services are included in apps of third party 
providers, such as independent integrators or apps of competing mobility 
providers.205  
(316)  One mobility service provider stated that "the platform is getting more power 
against smaller companies to ne gotiate ".206 Another mobility service provider 
stated that "[w]hen moovel becomes the platform of choice they will be able to 
allocate bookings to own partners and / or dictate the prices which are charged 
[…] as well as the commission which moovel might get  […]".207 Another mobility 
service provider stated that " moovel will push the ir own providers ".208 
(317)  Due to the reasons outlined above, the Commission considers that access  to 
integrators and multimodal apps is important to reach customers . This is likely to 
increase in the future. As a consequence, the Parties w ould have the ability to 
foreclose rival car sharing providers.  
(318)  With regard to incentive, one mobility service provider  that responded to the 
market investigation  stated that " […] moovel […] will become b ig - therefore it 
will be difficult for smaller platforms […] ".209 In the light of the above, the 
Commission considers that, due to the fact that access  to the most important 
integrator platforms is  critical for reaching customers and that the Parties, due t o 
their strong position in free floating car sharing services, could turn moovel into 
the integrator app of choice,  the Partie s would have the incentive to foreclose 
rival car sharing providers  from reaching customers by denying them access to 
their moovel  platform .  
                                                 
204 Replies  to question 19 of q uestionnaire  to OEMs  and replies to question 24 of the questionnaire to 
mobility service provid ers. 
205 Replies  to question 23 of q uestionnaire  to mobility  service providers.  
206 Replies to question 24.1 of questionnaire to mobility service providers.  
207 Replies to question 24.1 of questionnaire to mobility service providers.  
208 Replies to question 24.1 of questionnaire to mobility service providers.  
209 Replies  to question 24.1  of questionnaire to mobility service providers.  
58 5.4.8.4.  Input  foreclosure  
(319)  With regard to ability, the Parties claim that the Parties have no ability to 
foreclose rival multimodal apps , as BMW and Daimler are only present on very 
few multimodal apps and at least all other transport providers are conceivable as 
potential customers of any multimodal app.  However, the Commission considers 
that in the light of the fact that, as confirmed by the market test, the Parties' fleet 
is a must -have  for integrator apps , the Commission considers that the Partie s will 
have ability to foreclose rival multimodal apps.  
(320)  First, the Parties' combined market share in the downstream market for (free -
floating) car sharing is very high in the six overlap cities. Second, the majority of 
respondents to the market test stated  that the Parties' presence on an aggregator 
app is a must -have.210 As o ne respondent to the market test put it:  "an aggregator 
app only adds value to the consumer […] if meaningful mobility providers are 
being listed and sufficient availability of vehicles is being provided […] "211 
Another respondent to the market test stated that "[…] an aggregator app without 
[the Parties'] service is not a good selling point for the users  and I would not run 
a shared mobility aggregator without [the Parties] at least in the  overlap 
cities ".212 
(321)  In order to list the Parties’ car sharing offering it is necessary for rival integrator 
apps to have access to Parties’  API. Consequently, the Commission considers that 
the Parties w ould have the ability to foreclose rival multimodal app s. 
(322)  With regard to incentive, the merged entity would benefit from such an input 
foreclosure strategy in two ways. First, it would fortify its downstream position in 
car sharing at the expense of rival car sharing providers. Second, it could obtain 
higher f ees from other mobility providers which want to be listed on moovel. 
Consequently, the Commission considers that the Parties will have incentive to 
foreclose rival multimodal apps.  
(323)  With regard to the likely impact on effective competition, the ability and the 
incentive of the Parties to foreclose rival multimodal apps  is likely to increase 
barriers to entry in multimodal apps . This is due to the fact that for an integrator 
app adds value to the consumer if meaningful mobility providers are listed and 
sufficient availability of vehicles is being provided . 
5.4.9.  Charging / (free -floating) car sharing  
(324)  Only BMW is active in the upstream  market for charging in Germany, Austria, 
Belgium, France and the Netherlands.  Both Parties are active in the downstream 
market  for (free -floating) car sharing.  
                                                 
210 Replies  to question 9 of t he Market Test.  
211 Replies  to question 9.1 of t he Market Test.  
212 Replies to question 9.1 of the Market Tes t. 
59 (325)  The Commission will assess whether the Parties will have ability to foreclose 
access to charging services to rival (free -floating) car sharing providers or ability 
to foreclose rival charging service providers to a custom er base.  
5.4.9.1.  Charging  (upstream ) 
(326)  As stated above, BMW offers the ChargeNow services, [INFORMATION ON 
BUSINESS PLANS] . However, ChargeNow's turnover is marginal (EUR 
[INFORMATION ON TURNOVER]  in the EEA, less than EUR 
[INFORMATION ON TURNOVER]  in Munich, less than EUR 
[INFORMATION ON TURNOVER]  in Berlin, less than [INFORMATION ON 
TURNOVER]  in Hamburg  and less than EUR [INFORMATION ON 
TURNOVER]  in Dusseldorf and Cologne ). 
5.4.9.2.  (Free -floating) car sharing  (downstream ) 
(327)  The market for (free -floating) ca r sharing is discussed in section 5.4.1.2 . The 
Parties' combined market share will be high in Berlin, Cologne, Dusseldorf, 
Munich, Vienna and Milan.  
5.4.9.3.  Input foreclosure  
(328)  With regard to ability, the Parties will have no ability to forecl ose rival car 
sharing providers as the Parties' presence in the market is limited and, in addition, 
there are several competitors offering charging services  […], such as emobil, 
Innogy, Vattenfall, New Motion and plugsurfing.  
5.4.9.4.  Customer foreclosure  
(329)  With rega rd to ability, the Parties will have no ability to foreclose rival charging 
providers, given that the Parties' are not important customers  for them.  
5.5. Conclusion  
(330)  For the reasons outlined above, the proposed Transaction would lead to serious 
doubts as to its compatibility with the internal market  on the market for car 
sharing in the following five overlap cities: Hamburg, Cologne, Dusseldorf , 
Munich and Vienna. Public transport exerts a  certain  out-of-market constraint and 
the market for car sharing is in flux  with small and large entries and many more 
planned which, however, cannot be considered as likely, timely and sufficient 
enough . Therefore, the Commission considers that  these two factors may partially 
mitigate concerns, but do not remove the existing serious doubts.  
(331)  The proposed Transaction would also raise  serious doubts in the vertically 
affected market for a ccess to multimodal apps / (free-floating) car sharing  due to 
the fact that the Parties will have the ability and incentive to foreclose rival 
providers of multimodal apps and rival car sharing providers. Given that 
multimodal apps are becoming the gateway to car sharing services and that the 
Parties' car sharing fleet is a must -have for competing multimodal apps in the 
overlap cities, the propose d Transaction would likely raise barriers to entry in the 
market for car sharing services and for multimodal apps.  
60 6. PROPOSED REMEDIES  
6.1. Analytical framework  
(332)  Where the Commission considers that a concentration will raise competition 
concerns , the parties may s eek to modify the concentration in order to resolve 
such competition concerns and thereby gain clearance of their merger.  
(333)  In Phase I, commitments offered by the parties can only be accepted where the 
competition problem is readily identifiable and can eas ily be remedied. The 
competition problem therefore needs to be so straightforward and the remedies so 
clear -cut that it is not necessary to enter into an in -depth investigation and that the 
commitments are sufficient to clearly rule out serious doubts with in the meaning 
of Article 6(1)(c) of the Merger Regulation. Where the assessment confirms that 
the proposed commitments remove the grounds for serious doubts on this basis, 
the Commission clears the merger in Phase I.  
(334)  In assessing whether the proposed com mitments will likely eliminate the 
competition concerns identified, the Commission considers all relevant factors 
including inter alia the type, scale and scope of the proposed commitments, 
judged by reference to the structure and particular characteristic s of the market in 
which the competition concerns arise, including the position of the parties and 
other participants on the market.  
6.2. Procedure  
(335)  In order to render the concentration compatible with the internal market , the 
Parties have modified the proposed  Transaction  by entering into the following 
commitments, submitted on 15 October 2018  and revised on 5 November 2018 , 
which are annexed to this decision and form an integral part thereof.  
(336)  After an examination and a market test these commitments are conside red 
suitable to entirely remove the serious doubts identified.  
(337)  The commitments notably aim to lower the barriers of entry for third mobility 
providers in the overlap cities of Berlin, Cologne, Dusseldorf , Hamburg, Munich 
and Vienna.  Furthermore, the commit ments secure that the Parties do not 
terminate or deny contracts with third aggregator apps in order to launch and 
expand their own app exclusively  so that third party aggregator apps would be cut 
off immediately.  
(338)  The Parties commit (i) to remain, under ce rtain conditions, visible on third parties' 
aggregator platforms and (ii) to allow, under certain conditions, competing 
mobility service providers to be visible on the Parties' combined Multimodal App 
('moovel'). In this spirit, the Parties will (i) grant application programming 
interface (API) access to third aggregator platforms and (ii) grant access for all 
interested car sharing providers to their Multimodal App.  
(339)  In both cases users will be re -directed to the selected mobility service provider's 
app; book ing a third party mobility service providers' car directly on the Parties’ 
aggregator's platform  will not be possible . Both commitments apply for three 
years after their implementation with a possible extension of two more years if 
61 there is no meaningf ul entry213. They are provided free of charge and on a non -
discriminatory basis, but subject to certain conditions. The commitments also 
include provisions for the appointment of a monitoring trustee and provide for the 
insertion of an arbitration clause in both the (i) Material Terms Partner -Contract 
and (ii) Material Terms  API Agreement  (as Annexes to the commitments) . 
(340)  On 16 October 2018 t he commitments were subjected to a market test , which was 
launched on that day . 
(341)  Overall, th e market test provided a posi tive feedback on the proposed 
commitments.214 Any listing , not only on third party aggregator app s, but also on 
the Parties' multimodal app , would raise the visibility of car sharing service 
providers, especially for smaller ones, which c ould be vital for (smaller) car 
sharing service providers' chanc e to enter the market  with a smaller fleet , to stay 
on the market or to expand their business. Furthermore, an aggregator app should 
cover the most attractive mobility services on their platform to attract as m any 
customers as possible, which would be for the purpose of that case the car sharing 
services of car2go and DriveNow.   
(342)  However, the (old) threshold for meaningful entry  (30%)  was critici sed as being 
too low, the contract length for anyone entering into a n agreement with the Parties 
later than one year after the implementation of the commitments in the duration 
period of the Commitments was deemed too short, and a fast track arbitration was 
also stated as necessary to avoid lengthy procedures.  
(343)  After review ing the market test results,  it appeared that the threshold of 30% of 
the Parties' combined fleet in the previous year in the definition of meaningful 
entry  is not high enough  and should be doubled  if it is to dispel the serious 
doubts . Furthermore, a minimum contract term of two years should be granted 
within the initial duration period of th ree years, if the individual contracts are 
signed later than one year after the implementation of the commitments , and the 
arbitration clause should be fast track . 
(344)  On 5 November 2018, the Parties submitted a revised version of the given set of 
commitments address ing these shortcomings of  the first set  of the Commitments.  
  
                                                 
213  Meaningful market entry means that one car sharing provider enters or more car sharing providers 
enter an overlapping city and reaches/reach more than 60% of the average fleet size of the KITT CS 
fleet of the preceding calendar year in the respective  overlapping city.  
214  See rep lies of Market test of Commitments, esp. questions 1 and 2.  
62 7. ASSESSMENT OF THE PRO POSED REMEDIES  
(345)  As set out in the Commission Notice on remedies,215 the Commissi on assesses the 
compatibility of a notified concentration with the internal market on the basis of 
its effect on the structure of competition in the EU. Where a concentration raises 
serious doubts which could lead to a significant impediment to effective 
competition, the parties may seek to modify the concentration so as to resolve the 
serious doubts identified by the Commission with a view to having the merger 
cleared216. 
(346)  The Commission enjoys a broad discretion in assessing whether these remedies 
constitute  a direct and sufficient response capable of dispelling any such 
doubts.217 
(347)  In assessing whether or not the remedies will restore effective competition, the 
Commission considers inter alia  the type, scale and scope of the remedies by 
reference to the structu re and the particular characteristics of the market in which 
these serious doubts arise.  
(348)  In the present case, the Commission considers that proposed commitments as 
submitted by the Parties on 15 October 2018 and revised on 5 November 2018 
addresses all se rious doubts identified in the course of the procedure. As such, the 
Commission comes to the conclusion that the commitments entered into by the 
Parties are sufficient to eliminate the serious doubts as to the compatibility of the 
transaction with the internal market.  
(349)  Car sharing , as a relatively new mobility solution in cities , is an evolving market 
as the proposed Transaction and several entry plans/intentions identified by the 
market investigation proves. However, not all of them do fully meet the criteria of 
timely, sufficient and likely, with the exception of Berlin. T he Commission 
acknowledges and takes into account that, as confirmed by the market 
investigation and the July 2018 customer survey  (paragraph (59)), regardless of 
whether the product market is car sharing  (including station -based and free -
floating car sharing)  or only free-floating  car sharing , mostly public transport 
exerts a certain out-of-market constraint. This out -of-market constraint softens , 
but does not fully alleviate the competition concerns identified. Consequently, the 
proposed Transaction would raise , on the narrowest possible market of free -
floating car sharing, ser ious doubts, as there would  be only one player  in the cities 
of, at least for a certain period of time . In an overall market for car sharing  (i.e. 
including also station -based ), the Transaction would also lead to  very high market 
shares in the same cities,  and also for a certain period of time.   
  
                                                 
215  OJ C 267, 22.10.2008, p. 1.  
216 Article 6.2 of the Merger Regulation.  
217  Case T -177/04 easyJet v Commission  [2006] ECR II -1931, paragraph 128 et seq . 
63 (350)  The Commission considers that g iven that the Parties would control a large 
combined fleet in each of the overlap cities, a new entrant would need to start 
with a relatively large fleet218 itself to become attractive  to users.  In order to make 
entry more likely, the proposed remedy would address the likely effects of the 
merger by lowering  the entry barriers for third mobility service providers, especially 
smaller ones. This would allow them to start (more) easily com peting with the 
Parties (even with a smaller fleet of cars) in all of the five overlap cities of Cologne, 
Dusseldorf , Hamburg, Munich and Vienna , where the proposed Transaction would 
lead to serious doubts on the market for (free -floating) car sharing, but  also Berlin, 
where Volkswagen has not entered the market for (free -floating) car sharing yet. 
Being visible face-to-face with the Parties on leading third party aggregator apps  
(351)  Being visible is one of the keys, not only physically on the streets with a certain 
number of cars, but also on app(s) as the vehicle can only be searched or 
identified and reserved through a dedicated  smartphone app . This app could either 
be the (own) app of the car sharing service provider itself, but also – especially 
for identifying any kind of mobility solutions – a third party (aggregator ) app, 
which combines all kind s of transports.  
(352)  The more different kinds of  transports (like e.g. public transport, car rental and 
car sharing), but also the more comparable offers within the same market/segment 
(like e.g. several fleets of different car sharing service providers being visible 
online face -to-face on a map) are of fered with a certain app, the more attractive 
the app will be. The more attractive the app is, the more people will download 
and use it logically.  
(353)  Therefore, third party aggregator s do have a keen interest in hosting at least the 
leading car sharing provi der on their apps  in order to attract their customers . But 
nevertheless, it could also be helpful for smaller or new car sharing competitors to 
be hosted face -to-face to the biggest player in town, especially on the currently 
leading third party aggregator  app. Therefore, the remedies are crucial to ensure 
that the Parties do not (only) built up their own exclusive aggregator app and 
terminate any existing third parties' contracts.  
Being visible face -to-face with the Parties on their combined Multimodal App  
(354)  Secondly, due to the fact that the Parties [INFORMATION ON BUSINESS 
PLANS]  and exi sting contracts with third party aggregators could be terminated, 
it could be helpful for competing (smaller or new) car sharing providers to be 
hosted face -to-face on the P arties' app at least for a certain period of time . As the 
hosting is free of charge and on a non -discriminatory basis , it could be an add on 
option for smaller (potential) competitors to become more visible online to a 
major community and to start (more) e asily competing with the Parties in all of the 
five overlap cities of Cologne, Dusseldorf , Hamburg, Munich and Vienna , where 
the proposed Transaction would lead to serious doubts on the market for (free -
floating) car sharing , even with a smaller fleet of cars, but also Berlin, where 
Volkswagen has not entered the market for (free -floating) car sharing yet . 
                                                 
218 Investments would not, however, be insurmountable, for a medium or a large company.  
64 (355)  Furthermore, the commitments secure that the Parties do not terminate or deny 
contracts with third aggregator apps in order to launch and expand their o wn app 
exclusively so that third party aggregator apps would be cut off immediately in 
order to create the must have app which would become the gatekeeper . 
(356)  The Commissions assessment is also reflected in the market test results.  As 
mentioned above in parag raph (341) , the market test provided a positive feedback 
on the proposed commitments.  The Commission  considers that the proposed 
commitments would reduce entry barr iers especially for smaller players as the 
enhanced visibility on integrator apps would allow them  to start (more) easily in 
the overlap cities with a smaller fleet of cars , as in the new mobility world  it is 
essential to be visible  not only on the streets with a certain number of cars , but 
also online via attractive (aggregator) app(s) , which is offered by the remedies . 
Conclusion  
(357)  For the reasons outlined above, the commitments entered into by the undertakings 
concerned are sufficie nt to eliminate the serious doubts as to the compatibility of 
the transaction with the internal  market.  
8. CONDITIONS AND OBLIGA TIONS  
(358)  Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to it s Decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered into vis -à-vis the Commission with a view to rendering a 
notified concentration compatible with the internal market.  
(359)  Wher e a condition is not fulfilled, the Commission's decision declaring the 
concentration compatible with the internal market no longer stands. Where the 
undertakings concerned commit a breach of an obligation, the Commission may 
revoke the clearance decision in accordance with Article 6(3) of the Merger 
Regulation. The undertakings concerned may also be subject to fines and periodic 
penalty payments under Articles 14(2) and 15(1) of the Merger Regulation  
(360)  In accordance with the distinction described above, the  commitments in Section B  
of the Annex  to this Decision  constitute conditions attached to this Decision, as 
only through full compliance therewith can the  proposed  changes in the relevant 
markets be achieved. The other commitments set out in the Annex const itute 
obligations, as they concern the implementing steps which are necessary to 
achieve the modifications sought in a manner compatible with the internal market.  
(361)  The full text of the revised Commitments is attached as Annex to this Decision 
and forms an i ntegral part of it.  
  
65 9. CONCLUSION  
(362)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments annexed to the decision and to declare 
it compatible with the internal market and with the functioning of the EEA 
Agreement, subject to full compliance with the conditions in section B of the 
commitments annexed to the present Decision and with the obligations contained 
in the ot her sections of the said commitments. This Decision is adopted in 
application of Article 6(1)(b) in conjunction with Article 6(2) of the Merger 
Regulation and Article 57 of the EEA Agreement.  
For the Commission  
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
 
 
  
CASE  NO. COMP/M.8744  - BMW/DAIMLER/ CAR  SHARING  JV 
 
COMMITMENTS  TO THE  EUROPEAN  COMMISSION  
 
 
Pursuant to Article 6(2)  of Council Regulation (EC ) No. 139/2004  (the “Merger Regulation ”), 
Bayerische Motoren Werke Aktiengesellschaft (including its subsidiaries “ BMW ”) and Daimler 
AG (including its subsidiaries “ Daimler ”, and together with BMW the “ Notifying Parties ”) 
hereby provide the following Commitments (the “Commitments ”) in order to enable the 
European Commission (the “Commission ”) to declare  the proposed acquisition of joint control 
by the Notifying Parties  in six joint ventures (all six together the “ JV”), brin ging together the 
Notifying Parties ’ mobility services in five business fields, i.e. car sharing services, ride hailing 
services, parking services, charging services as well as other (on -demand) mobility services (the 
“Proposed Transaction ”), compatible wi th the internal market  and the  functioning of the  EEA 
Agreement . 
 
This text shall be interpreted in the light of the Commission’s d ecision pursuant to Article 
6(1)(b) of the Merger Regulation  to declare the Proposed Transaction  compatible with the 
internal market and the functioning of the EEA Agreement (the “ Decision ”), in the general 
framework of European Union  law, in particular in the light of the Merger Regulation, and by 
reference to the Commission Notice on remedies accep table under Council Regul ation (EC ) No 
139/2004  and under Commission Regulation (EC) No  802/2004 (the “ Remedies Notice ”). 
 
  
 
2 Section A.  Definitions   
 
(1) For the purpose of the Commitments, the following terms shall have the following meaning:  
 
Affiliated Undertakings : undertakings controlled by the Notifying Parties, including the six 
joint venture  companies and their subsidiaries , whereby the notion of control shall be interpreted 
pursuant to Article 3 of the Merger Regulation and in light of the Commissi on Consolidated 
Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control of 
concentrations between undertakings (the " Consolidated Jurisdictional Notice "). 
 
Aggregator Platform(s) : any technology platform(s) available on smartphones t hat establishes a 
contact between consumers and mobility services like car sharing, ride hailing, public transit 
ticketing, parking and charging and incorporates at least two different means of transport (e.g. 
public transport and car sharing).  
 
Car Sharin g Vertical  or KITT CS : The future car sharing joint venture of the Notifying Parties 
offering car sharing in the Territory . 
 
Car Sharing Provider(s) : any provider(s) of free-floating car sharing services.  
 
Confidential Information : any business secrets, know -how, commercial information, or any 
other information of a proprietary nature , including but not limited to reports, analyses, 
compilations, memoranda, summaries, notes, excerpts, intentions, experiences, plans, drawings, 
designs, findings  that is not  in the public domain.  
 
Conflict of Interest : any conflict of interest that impairs the Monitoring Trustee 's objectivity 
and independence in discharging its duties under the Commitments.  
 
Control:  direct or indirect, sole or joint control pursuant to the Consolidated Jurisdictional 
Notice and the Merger Regulation .  
 
KITT Multimodal App : the KITT Multimodal App is a technology platform consisting of 
iOS/Android apps and server components that inter alia  establishes a contact between consumers 
and at least two different means of transport (e.g. public transport and car sharing) . 
 
Effective Date : the date of adoption of the Decision.  
 
Meaningful Market Entry : one Car Sharing Provider enters or more Car Sharing Providers 
enter an overlapping city and reaches /reach more than 60% of the average fleet size of the KITT 
CS fleet of the preceding calendar year  in the respective overlapping city.  
 
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission an d appointe d by the Notifying Parties , and wh o has/have the duty to monitor the 
Notifying Parties’ compliance with the conditions and obligations attached to the Decision.  
 
 
3 OEM : any original equipment manufacturer that also manufactures passenger cars, regardless of 
legal form and domicile (e.g. Volkswagen).  
 
Separate  Businesses : a Car Sharing Provider or any competing business pursuant to para.  (6) in 
which an OEM directly or indirectly holds a stake that is legally and organizationally separate 
from the Aggregator Platform in which the same OEM directly or indirectly holds a stake; this is 
the case if the businesses are located in separate legal entities, have no overlapping directors and 
senior managers and the sharing of information and business coordination is restricted to the 
level of businesses without joint ownership (arm’s length principle); restricted is therefore, inter 
alia, the sharing of API Access and data related to API Access (including the access credentials), 
analysis of fleet movements of the Notifying Parties or the provision of tools and information 
that would allow su ch analysis either by the Car Sharing Provider and/or the competing business 
and/or any third party for the Car Sharing Provider and/or the competing business as well as the 
creation of joint business plans or the conduction of joint strategy meetings.  
 
Territory : the six overlapping cities of Berlin, Cologne, Düsseldorf, Hamburg and Munich  (all 
Germany ) and Vienna ( Austria) . 
 
Section B.  Commitments  
 
(2) In the Notifying Parties’ view, the Proposed Transaction does not significantly impede effective 
competition and is compatible with the Common Market.  This is in particular the case because 
the relevant market should not be limited to free -floating car sha ring but also includes further 
means of transport. Even if such narrow market definition would be applied, due to the market 
dynamics, the Proposed Transaction does not raise any competitive concerns . However, in order 
to address the concerns raised by the  Commission and to secure a fast clearance in Phase I, the 
Notifying Parties are willing to offer the following (“ Commitments ”): 
 
1. Grant application programming interface access to Aggregator Platform s 
 
(3) The Car Sharing Vertical will allow Aggregator Plat forms to display certain information by 
granting access (“API Access ”) to an application programming interface (“API”) for 
iOS/Android apps under certain premises.  
 
(4) API Access will be granted in the Territory  for a period of three years  after closing of the 
Proposed Transaction.  
 
(5) The Notifying Parties  will establish a closed API approach  which will work as follows:  
 
 The Aggregator Platforms must explicitly request API  Access , i.e. the API is not op en to 
everyone without request;  
 
4  
 API Access will be granted based on speci fic access criteria (see below);  
 
 API Access can be rejected and/or revoked if the criteria are not met or violated.  
 
(6) The access criteria  are as follows:  
 
 The Aggregator Platform ha s to sign a standard contract (containing at least the 
provisions set out in Annex I ) in order to allow the Notifying Parties  to know wh ich 
Aggregator Platforms are using the API and define the rules for such use;  
 
 For the avoidance of doubt: The Aggregator Platform may not be a scien tific institute, as 
data may only be used for the purpose of car sharing activities  and the mediation of 
transport services  (and not for othe r purposes, e.g. data analytics);  
 
 The API does not need to be made available to large technology companies  using data in 
the area of  mobi lity services (like car sharing and  ride hailing) or  in the areas of data 
analytics  and/or autonomous driving ( this also applies to affiliates and companies in 
whic h the large technology company  (directly or indirectly) own s a stake ). 
 
Aggregator Platforms , directly or indirectly,  majority owned by OEM are not excluded 
from API Access as long as no large technology company has a stake in the Aggregator 
Platform. Aggregator Plat forms are, however, excluded from  API Access if the 
Aggregator Platform and/or an OEM directly or indirectly holding  a share in the 
Aggregator Platform, directly or indirectly, offers car sharing or any service competing 
with the KITT CS service in the respective overlapping city, irrespe ctive of the brand 
used.  This does not apply in case of Separate Businesses as long as the OEM allows the 
Notifying Parties to display its car sharing service and/or competing business in the KITT 
Multimodal App (or any successor thereof) under conditions materially equal to the 
conditions under the API Access Commitments (“non - discriminatory treatment”).  
 
(7) The Notifying Parties  will provide the API Access to the Aggregator Platforms for free. As the 
remedy shoul d not be used by third parties  to develop their business models based on 
investment s by the Notifying Parties , but in order to ensure market entry, the Notifying Parties  
will not be obliged to make any payments to the Aggregator Platform s (e.g. set -up cost s, fees or 
other kind of remunerations).  
 
(8) An Aggregator P latform which fulfills the criteria described above, will get API A ccess. The 
API will provide the following information which  the A ggregator  Platform  may use to display 
the KITT CS service on its pl atform:  
 
 Unique identifier to the vehicle;  
 
5  Vehicle position (geo coordinates, address);  
 Vehicle status (available / not available ); 
 Vehicle license plate;  
 Deep link URL leading to the booking screen for this vehicle in the provider’s 
app; 
 Other relevant v ehicle attributes: model, color, fuel type and level.  
 
(9) The API may be used by the Aggregator Platform for a deep linking. It will make the display of 
cars possible (car type, location, availability, price, status of fuel/battery). Based on the API , the 
Aggregator Platform will be able to show the location of available KITT CS cars in the Territory 
and the features described above on its platform. The customer will have the possibility to click 
on a KITT CS car and he will be redirected to the KITT CS app(s)1 for reservation or booking. It 
is not envisaged that one can login into one’s  KITT CS customer account and book the car via 
the Aggregator P latform. It will also not be possible to open and access cars or to process the 
payment  via the A ggregator  Platform.2 
 
(10) Provided the access criteria are fulfilled, the Notifying Parties will provide access  under these 
Commitments  to the API without undue delay and on non -discriminatory basis. The Notifying 
Parties will treat all Aggregator Platforms  – that seek acces s based on these Commitments and 
that fulfill the access criteria  – equally, regardless of, inter alia, ownership, size or financing, and 
in a matter and spirit that will allow the se Commitment s to work effectively.  
 
2. Grant access for all interested Car Sharing Providers to the KITT Multimodal App 
 
(11) The Notifying Parties  will make the KITT Multimodal App available to third party Car Sharing 
Providers so that they can make visible  their car sharing service s in the KITT Multimodal App.  
Access will be made available without a need to pay commissions. Access will be granted in the 
Territory for a period of three years  after closing of the Proposed Transaction . 
 
(12) There is no right of access in the following cases:  
 
 The C ar Sharing Provider  is Controlled by an OEM; or  
 
                                                 
1  [Details on App implementation].   
2  It would not be competitively advantageous if the Aggregator  Platform would provide more than a deep link 
solution. If booking via the Aggregator Platform would be possible , the Car Sharing P rovider s would not have 
any possibility to  show their  own app/technical platform and their marketing efforts to the consumer.  
 
6  The Car Sharing Provider has a fleet of more than 60% of the average fleet size 
of the KITT CS fleet of the preceding calendar year in the respective 
overlapping city.  
 
(13) The KITT Multimodal App will be  owned and operated by an entity  jointly Controlled by the 
Notifying Parties  post-closing.  
 
(14) A third party Car Sharing P rovider which does not fall under the exemption above, wi ll be 
integrated into the KITT Multimodal App after having signed a Partner -Contract (containing at 
least the provisions set out in Annex II). In order to set this up, the third party Car S haring 
Provider must transfer data of all vehicles using an API that is defined and provided by the 
platform. For each vehicle the following information needs to be provided:  
 
 Unique identifier to the vehicle;  
 Vehicle position (geo coordinates, address);  
 Vehicle status (available / not available ); 
 Vehicle license plate;  
 Deep link URL leading to the booking  screen for  this vehicle in the third p arty 
Car Sharing P rovider’s app;  
 Other relevant vehicle attributes: e.g. model, color, fuel type and level.  
 
(15) The third party Car Sharing P rovider will be integrated into the KITT M ultimodal App with a 
deep link. The provider’s cars will be displayed (car type, location, availability, price, status of 
fuel/battery).  The consumer can see the cars of the third party Car Sharing P rovider on a 
geographical map. He cannot reserve or book the cars via  the KITT Multimodal App. For 
reservation, booking, opening of the car and payment, the consumer will be redirected to the app 
of the third party Car Sharing Provider .3 
 
(16) Presumably in end of January  2019, a so -called “self -service integration API” will be provided 
by the KITT M ultimodal App. This API will allow for seamless deep link integration with 
minimal setup costs for third party mobility providers. It will offer:  
 
 Detailed technical documentation on how to integrate with the platform  
 
                                                 
3  It would not be competitively advantageous if the Notifying Parties would provide more than a deep link 
solution. If booking via the KITT Multimodal App would be possible, the third party Car Sharing Provider 
would lose direct customer contact and not have any possibility to show its own app/technical platform and 
marketing efforts to the consumer. The informati on exchange could also become problematic.   
 
7  Standardized AP I that allows any third party provider to integrate by:  
 
 Registering an account;  
 Uploading and configuring own assets that do not change over time (e.g. images, 
icons, map markers, standard texts); and  
 Sending regular vehicle status updates to the platform . 
 
(17) Provided the access criteria are fulfilled, the Notifying Parties will provide access to the KITT 
Multimodal App under these Commitments without undue delay and on non -discriminatory 
basis. The Notifying Parties will treat all Car Sharing Providers that  fulfill the access criteria 
under these Commitments equally, regardless of, inter alia, ownership, size or financing, and in a 
matter  and spirit that will allow these C ommitment s to work effectively. The Notifying Parties 
will not treat KITT CS on the KIT T Multimodal App differentially solely because they are 
Controlled by the Notifying Parties. Differential treatment  may, however,  exist, for example, due 
to different technical requirements and different ways of integration for KITT CS and third party 
Car Sharing Providers.  
 
Section C . Reporting  
 
(18) The Notifying Parties will engage a Monitoring Trustee (see under D. below) that will submit a 
written report to the Commission in English no later than six months after closing of the 
Proposed Transaction (or at any other time the Commission requests so). Th e Monitoring 
Trustee will describe in the report whether the Notifying Parties are in compliance with the 
Commitments. Thereafter, the Monitoring Trustee will submit compliance reports every six 
months (or at any other time the Commission requests so ) and a final report within two weeks 
after the Commitments’ period expired.  
 
(19) The Notifying Parties are obliged to provide the Monitoring Trustee with all information 
reasonably necessary to write his reports.  
 
Section D . Monitoring Trustee  
 
(20) The Monitoring Trustee will be responsible for informing the Commission about the 
implementation of and compliance with the proposed Commitments by the Notifying Parties.  If 
the Commission can conclude that the mechanisms foreseen in the C ommitments will allo w the 
Notifying Parties  to effectively enforce them in a timely manner, no permanent monitoring of the 
 
8 Commitments by the Commission is required  according to the Commission’s Remedies Notice .4  
The Notifying Parties set -out the relevant procedure below.   
I. Appointment procedure  
(21) The Notifying Parties  shall appoint a Monitoring Trustee  to carry out the functions specified in 
the Commitments for a Monitoring Trustee . The Notifying Parties commit  not to close the 
Proposed Transaction  before the appointment of a Monitoring Trustee . 
 
(22) The Monitoring Trustee  shall:  
 
(i) at the time of appointment, be independent of the Notifying Parties and their Affiliated 
Undertakings;  
 
(ii) possess the necessary qualifications to carry out its mandate, for example have 
sufficien t relevant experience as an investment banker or consultant or auditor; and  
 
(iii) neither have nor become exposed to a Conflict of Interest.  
 
(23) The Monitoring Trustee  shall be remunerated by the Notifying Parties in a way that does not 
impede the independent and effective fulfillment  of its mandate.  
 
Proposal by the Notifying Parties  
 
(24) No later than four weeks after the Effective Date, the Notifying Parties  shall submit the name or 
names of one or more natural or legal persons whom the Notifying Parties propose  to appoint as 
the Monitoring Trustee  to the Commission for approval.  The proposal shall contain sufficient 
information for the Commission to verify t hat the person or persons proposed as Monitoring 
Trustee fulfill the requirements set out in para. 22 and shall include:  
 
(a) the full terms of the proposed mandate, which shall include all provisions necessary to 
enable the Monitoring Trustee  to fulfill its duties under these Commitments;  and 
 
(b) the outline of a work plan which describes how the Monitoring Trustee  intends t o 
carry out its assigned tasks.  
 
Approval or rejection by the Commission  
 
(25) The Commission shall have the discretion to approve or re ject the proposed Monitoring 
Trustee (s) and to approve the proposed mandate subject to any modifications it deems necessary 
                                                 
4  Remedies Notice, para. 66.  
 
9 for the Monitoring Trustee  to fulfil its obligations. I f only one name is approved, the Notifying 
Parties  shall appoint or cause to be appointed the person or persons concerned as Monitoring 
Trustee , in accordance with the mandate approved by the Commission. If mor e than one name is 
approved, the Notifying Parties  shall be free to choose the Monitoring Trustee  to be appointed 
from among the names approved. The Monitoring Trustee  shall be appointed within one week of 
the Commission’s approval, in accordance with the mandate approved by the Commission.  
 
New proposal by the Notifying Parties  
 
(26) If all the proposed Monitoring Trustee s are rejected, the Notifying Parties  shall submit the names 
of at least two more natural or legal persons within one week of being informed of the rejection, 
in accordance with paras. 21 and 25 of these Commitments.  
 
Monitoring Trustee n ominated by the Commission  
 
(27) If all further proposed Monitoring Trustee s are rejected by the Commission, the Commission 
shall nominate a Monitoring Trustee, whom the Notifying Parties  shall appoint, or cause to be 
appointed, in accordance with a Monitoring Trustee  mandate approved by the Commission.  
II. Functions of the Monitoring Trustee  
(28) The Monitoring Trustee  shall assume its specified duties and obligations in order to ensure 
compliance with the Commitments. The Commission may, on its own initiative or at the  request 
of the Monitoring Trustee or the Notifying Parties , give any orders or instructions to the 
Monitoring Trustee  in order to ensure compliance with the conditions and obligations attached to 
the Decision.  
 
Duties and obligations of the Monitoring Trustee  
 
(29) The Monitoring  Trustee shall:  
 
(i) propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and cond itions attached to the 
Decision;  
 
(ii) propose to the Notifying Par ties such measures as the Monitoring Trustee  considers 
necessary to ensure the Notifying Parties’  compliance with the conditions and obligations 
attached to the Decision ; 
 
(iii) act as a contact point fo r any requests by third parties  in relation to the 
Commitments ; 
 
 
10 (iv) promptly report in writin g to the Commission, sending the Notifying Parties  a non -
confidential copy at the same time, if it concludes on reasonable grounds that the 
Notifying Parties are failing t o comply with these Commitments.  
III. Duties and  obligations of the Parties  
(30) The Notifying Parties shall provide the Monitoring Trustee  with all such co -operation, assistance 
and information as the Monitoring Trustee  may reasonably require performing its tasks.  
 
(31) The Notifying Parties shall indemnify the  Monitoring Trustee and its employees and agents 
(each an “ Indemnified Party ”) and hold each Indemnified Party harmless against, and hereby 
agrees that an Indemnified Part y shall have no liability to the Notifying Parties for, any liabilities 
arising out of the performance of the Monitoring Trustee’s duties under the Commitments, 
except to the extent that such liabilities result from the wilful default, recklessness, gross 
negligence or bad faith of the Monitoring Trustee, its employees, agents or advisors .  
 
(32) At the expense of the Notifying Parties , the Monitoring Trustee  may appoint advisors (in 
particular for corporate finance or legal advice), subject to the Notifying Parties ’ approval (this 
approval not to be unreasonably withheld or delayed) if the Mon itoring Trustee  considers the 
appointment of such advisors necessary or appropriate for the performance of its du ties and 
obligations under the m andate, provided that any fees and other expenses incurred by the 
Monitoring Trustee  are reasonable. Should the Notifying Parties refuse to approve the advisors 
proposed by the Monitoring Trustee  the Commission may approve the appointment of such 
advisors instead, after having heard the Notifying Parties . Only the Monitoring Trustee  shall be 
entitled to issue instr uctions to the advisors.   
 
(33) The Notifying Parties agree  that the Commission may share Confidential Information proprietary 
to them with the Monitoring Trustee . The Monitoring Trustee  shall not disclose such information 
and the pri nciples contained in Articl e 17(1) and (2) of the Merger Regulation apply mutatis 
mutandis . 
 
(34) The Notifying Parties  agree that the contact details of the Monitoring Trustee  are published on 
the website of the Commission's Directorate -General for Competition and they shall i nform 
interested third parties of the identity and the tasks of the Monitoring Trustee . 
 
(35) For a period of 5 years  from the Effective Date the Commission may request all information 
from the Notifying Parties that is reasonably necessary to monitor the effective implementation 
of these Commitments.  
 
11 IV. Replacement, discharge and reappointment of the Monitoring Trustee  
(36) If the Monitoring Trustee  ceases to perform its functions under the Commitments or for any 
other good cause, including the exposure of the Monitoring Tr ustee  to a Conflict of Interest:  
 
(a) the Commission may, after hearing the Monitoring Trustee  and the Notifying Parties , 
require the Notifying Parties to replace the Monitoring Trustee ; or  
 
(b) the Notifying Parties may, with the prior approval of the C ommission, replace the 
Monitoring Trustee . 
 
(37) If the Monitoring Trustee  is removed according to para. 36 of these  Commitments, the 
Monitoring Trustee  may be required to continue in its function until a new Monitoring Trustee  is 
in place to whom the Monitorin g Trustee  has effected a full hand over of all relevant 
information. The new Monitoring Trustee  shall be appointed in accordance with the procedure 
referred to in paras. 21-27 of these Commitments.  
 
(38) Unles s removed according to para. 3 6 of these Commitments, the Monitoring Trustee  shall cease 
to act as Monitoring Trustee  only after the Commission has discharged it from its duties after all 
the Commitments with which the Monitoring Trustee  has been entrusted have been 
implemented. However, t he Commission may at any time require the reappointment of the 
Monitoring Trustee  if it subsequently appears that the relevant remedies might not have been 
fully and properly implemented.  
 
Section F.  Review clause  
 
(39) The Commission  may, prior to the expiry o f the Commitment s, extend the time period foreseen 
in (a) the Commitment s for granting API A ccess of the future Car Sharing Vertical to 
Aggregator Platforms under certain premises and/or (b) the Commitments for granting third 
party Car Sharing Providers access to the KITT Multimodal App for two years and for individual 
cities (of the six overlapping cities) only in appropriate cases, on its own initiative. An 
appropriate case for extension only exi sts, if wit hin three years no Meaningful M arket Entry took 
place in the respective city.  
 
(40) The Commission may further, in response to a reasoned request from the Notifying Parties 
showing good cause waive, modify or substitute, in exceptional circumstances, one or mor e of 
the undertakings in these Commitments. This request shall be accompanied by a report from the 
Monitoring Trustee , who shall, at the same time send a non -confidential copy of t he report to the 
Notifying Parties .  
 
12 Section G. Entry into force  
 
The Commit ments shall be implemented after closing of the Proposed Transaction without delay.  
 
……………………………………………………………………………………………………  
(Name of the la wyer)   (Name of the la wyer)   (Name of the la wyer) 
 
duly authorised for and on behalf of  
 
Bayerische Motoren Werke Aktiengesellschaft and Daimler AG  
  
 
13 Annex I: Material Terms of the API Agreement  
 
The API Agreement will be a standard contract containing, inter alia, the following material 
terms:  
 
 Representations by the Aggregator Platform that all access criteria are fulfilled and right 
of the Car Sharing Vertical to terminate the API Agreement for good cause if the 
Aggregator Platform (i) breaches these representations or (ii) no longer fulfills the access 
criteria.  
 As long as the API Agreement  is entered into during the initial duration period of three 
years of the Commitments, it will provide at least for a minimum contract term of two 
years, in which termination without good cause is not permissible. This only applies if 
the Aggregator Platfo rm and any affiliated undertaking of the Aggregator Platform have 
not been previously granted API Access under the API Agreement.   
 In case the Separate Businesses exemption is evoked, a covenant of the Aggregator 
Platform and the OEM directly or indirectly  holding a stake in the Aggregator Platform 
that the Separate Businesses exemption is fulfilled and that the safeguards will remain in 
place during the contract duration, including an audit right for the Monitoring Trustee or 
an independent third party, an d, upon discretion of the Notifying Parties, the requirement 
to sign a contract materially similar to the API Agreement that allows the Notifying 
Parties to display the car sharing activities and/or competing business of the OEM in the 
KITT Multimodal App.   
 Covenant of the Aggregator Platform to use the data provided via the API Access only 
for a display of such data in the  app of the Aggregator Platform and, in particular, not for 
any other purposes, e.g. data analy tics. 
 Restriction of the API Access to a deep linking where customers wishing to register or 
book vehicles are directed to the Car Sharing Vertical app and negative covenants for the 
Aggregator Platform not to undertake, attempt or allow a reservation, booking o r access 
to the vehicles other than through a link to the Car Sharing Vertical App (deep linking).  
 Negative covenant of the Aggregator Platform not to access or attempt to obtain access to 
any data base or IT system of the Car Sharing Vertical other than data that is provided via 
the API under the API Agreement and in particular not to  obtain or try to obtain access to 
the Car Sharing IT systems in circumvention of applied data security mechanisms.  
 Covenant for the Aggregator to use only the o fficial logo  files made available by the Car 
Sharing Vertical to show an integration into the Aggregator Platform app (fleet vehicles, 
charging stations, parking spots).  
 Customary termination rights for cause (e.g. insolvency, breach of material obligations).  
 Adequate  penalties for the Aggregator Platform in case of a breach of material 
provisions, in particular, data protection, data security provision or the above covenants 
(e.g. Separate Businesses exemption).  
 
14  The contract includes key tasks and resp onsibilities of each party, inter alia  the provision 
of data “as is” for to be defined, non -exclusive usage by the aggregator platform, 
termination rights, and duration of the contract.  
 Appropriate data protection, data security provisions and limitations of liability.  
 The right of the Car Sharing Vertical to update the API and to change, update and extend 
the information provided by the API (Aggregator Platforms will be inform ed timely to 
ensure that systems can be properly adjusted) for technical (e.g. technical changes  or 
further development of the Car Sharing app(s) or IT systems) or legal reasons always 
provided that the requirements mentioned in para. 8  of the Commitments  will remain to 
be fulfilled or that information that serves the same purpose will be provided.  
 Exceptions to the availability of the API for maintenance of systems, outages, and act of 
nature beyond  control.  
 A fast track arbitration clause for potential legal disputes under the API Agreement.  
 
  
 
15 Annex II: Material Terms of the Partner -Contract  
 
The Partner -Contract will be a standard contract containing, inter alia, the following material 
terms:  
 
 Representations by the third party Car Sharing Provider that the exemptions are not 
applicable and access should be given  and right to terminate the Partner -Contract  for 
good cause if the third party Car Sharing Provider  (i) breaches these representations or 
(ii) the exemption becomes applicable . 
 As long as the Partner -Contract is entered into during the initial duration period of three 
years of the Commitmen ts, the Partner -Contract will provide for a minimum contract 
term of two years, in which termination without good cause is not permissible. This only 
applies if the Car Sharing Provider and any affiliated undertaking of the Car Sharing 
Provider have not be en previously granted access to the KITT Multimodal App under the 
Partner -Contract.  
 Key tasks and responsibilities of each party, i nter alia permission for the KITT 
Multimodal App to integrate a deep link to the third party Car Sharing P rovider’s app for 
booking requests, termination rights, and its duration.  
 Appropriate dat a protection  and data security provisions.  
 Provisions about branding: No branding limitations; own brand logo and name  can be 
used; third party logos will be displayed, provided they are  available in the r egion of the 
activity.  
 Customary termination rights for cause (e.g. insolvency, breach of material obligations) . 
 Adequate penalties for the Aggregator Platform in case of a breach of material 
provisions, in particular, data protection an d data security provisions.  
 A fast track arbitration clause for potential legal disputes under the Partner -Contract .