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,  23.7.2019  
C(2019 ) 5634 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M .9389  – Porsche Holding Salzburg/ SIVA /Soauto  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 20 June 2019 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Porsche 
Holding Gesellschaft m.b.H. (“Porsche Holding Salzburg”, Aus tria) acquire s within 
the meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of  
SIVA – Sociedade de Importação de Veículos Automóveis, S.A. (“SIVA”, Portugal) 
and Soauto – SGPS, S.A. (“Soauto”, Portugal ), by way of purchase of shares (the 
“Tran saction ”).3 Porsche Holding Salzburg  is designated hereinafter as the 
“Notifying Party” . SIVA  and Soauto  are referred to together as the “Target 
Companies”. Porsche Holding Salzburg , SIVA  and Soauto  are collectively referred 
to as the “Parties”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( 'TFEU ') has introduced certain changes, such as the replacement of  
'Community ' by 'Union ' and 'common market ' by 'internal market '. The terminology of the TFEU will be 
used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 217, 28.06.2019 , p. 18. 
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information omitted has been replaced by 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 figu res or a general description.  
 
2 
 1. THE PARTIES  & THE OPERATION  
(2) Porsche Holding Salzburg  is active in the wholesale and retail distribution of 
passenger cars, light commercial vehicles  (“LCVs”)  and related spare parts as well 
as repair services and certain financial services in a number of Europ ean countries 
and in Columbia, Chile, China, Malaysia, Singapur, Brunei and Japan.  Porsche 
Holding Salzburg  is an indirect subsidiary of Volkswagen AG ( “VW AG”).  The 
latter is a publicly traded company being the parent company of the Volkswagen 
Group (“VW Group ”). The VW Group is active worldwide in the development, 
manufacture, marketing and sale of passenger cars, light commercial vehicles, 
trucks, buses, coaches, chassis for buses , diesel engines, motor bikes, each includi ng 
spare parts and accessories, and in vehicle distribution. The VW Group includes the 
vehicles brands Volkswagen Passenger Cars, Volkswagen Light Commercial 
Vehicles, Porsche, Audi, Škoda, SEAT, Bentley, Bugatti, Lamborghini, MAN, 
Scania and Ducati (“VW Group Brands”).  In Portugal, the VW Group  is active on:  
(a) the wholesale distribution of new and used passenger cars, light commercial 
vehicles and  OE spare parts with regard to its SEAT, Porsche and Bentley 
brands, and  
(b) the retail distribution of new and used passenger cars, light commercial 
vehicles, and OE spare parts (as well as maintenance and repair services) via 
a single SEAT dealer in the district of Setúbal . 
(3) The Target Companies are active in the wholesale and retail distribution of new and 
used passenger cars, light commercial vehicles and OE spare parts of certain brands 
of the VW Group in Portugal.  
(a) SIVA is active on the wholesale level as importer of the vehicles and OE 
spare parts of passenger cars  and light comme rcial vehicles and OE spare 
parts for VW, Audi, Škoda and Lamborghini brands. SIVA further distributes 
these vehicles to Soauto and other independent VW dealers throughout 
Portugal . 
(b) Soauto is active in the retail distribution of new and used passenger cars  and 
light commercial vehicles , and OE spare parts for VW,  Audi, Škoda, 
Lamborghini and Bentley  brands . Soauto also provides car repair and 
maintenance services. Soauto has a physical presence in the districts of 
Lisboa, Porto and Setúbal . 
(4) Due to the Targe t Companies’ financial distress, [Porsche Holding Salzburg intends 
to acquire the Target Companies] . 
(5) Pursuant to a share and purchase agreement  of 30 April 2019, Porsche Holding 
Salzburg  will acquire the total share capital of the Target Companies , which will 
therefore be solely controlled by Porsche Holding Salzburg  post-Transaction . The 
Operation therefore constitutes a concentration pursuant to Article 3(1)(b) of the 
Merger Regulation.  
 
3 
 2. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate wo rld-wide turnover of 
more than EUR 5 000 million .4 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. The notified operat ion 
therefore has an EU dimension.  
3. MARKET DEFINITION  
(7) The Parties’ activities horizontally overlap in a number of markets , namely : (i) 
wholesale distribution of new passengers cars and light commercial vehicles 
("LCVs ") at EEA -wide level and in Portugal  or regions thereof ;5 (ii) retail 
distribution of new passengers cars and LCVs at EEA -wide level and in Portugal or 
regions /cities  thereof ;6 (iii) wholesale distribution of used motor vehicles at EEA -
wide level  and in Portugal ;7 (iv) retail distribution of use d motor vehicles in Portugal 
or regions thereof ;8 (v) retail distribution of OE spare parts for passenger cars and 
LCVs  at EEA -wide level  and in Portugal  or cities thereof ;9 and (v i) car repair and 
maintenance of automotive vehicles in Portugal .10  
(8) Only one of the horizontal overlaps involve affected markets: wholesale distribution 
of new passenger cars and LCVs at EEA -wide level .   
(9) The Transaction also gives rise to four vertical relationships through the activity of 
PHS’s parent company VW, namely: (i) Manufacture of new passenger car s and 
LCVs11 and wholesale distribution of new passenger cars and LCVs  in Portugal and 
at EEA -wide level;  (ii) Wholesale and retail distribution of new passenger cars  and 
LCVs in Portugal and at EEA -wide level ; (iii) Manufacture of OE spare parts for 
passenger cars and LCVs12 and wholesale distribution of OE spare parts for 
passenger cars and LCVs  in Portugal; and (iv) Wholesale and retail distribution  of 
OE spare parts for passenger cars and LCVs  in Portugal .  
(10) Only the last two vertical relationships involve  affected markets: VW is active on the 
upstream market s for the manufacture and wholesale distribution of OE spare parts 
for passenger cars , and Siva and Soauto are active on the downstream market s for 
the wholesale a nd retail distribution of those parts  in Portugal .    
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation .  
5  COMP/M.6403 - VOLKSWAGEN/ KPI POLSKA/ SKODA AUTO POLSKA/ VW BANK POLSKA/ VW 
LEASING POLSKA . 
6  Cases COMP/M.7747 – PGA/MSA ; COMP/M.5061 – Renault/Russian Technologies/AvtoVaz ;    
COMP/M.2832 – General Motors/Daewoo Motors .  
7  Case COMP/M.6958 – Cd&R/We Buy Any Car. 
8  Case COMP/M.6958 – Cd&R/We Buy Any Car. 
9  Cases COMP/M.5709 – Volkswagen/MAHAG; COMP/M.5250 – Porsche/Volkswagen;  
COMP/M.3198 – VW-Audi/VW -Audi Sales Centres . 
10  Cases COMP/M.6063 – Itochu/Speedy; COMP/M.2948 – CVC/Kwik -Fit; COMP/M.2087 – Feu 
Vert/Carrefour/Autocenter Delauto . 
11  COMP/M.6403 - VOLKSWAGEN/ KPI POLSKA/ SKODA AUTO POLSKA/ VW BANK POLSKA/ VW 
LEASING POLSKA ; COMP/M.5709 – Volkswagen / Mahag.  
12  COMP/M.5219 – VWAG / OFH / VWGI . 
 
4 
 3.1. Product market definition  
3.1.1.  Wholesale distribution of new passenger cars and LCVs  
(11) In its previous  decisional practice, the Commission has distinguished between the 
wholesale and retail distribution of vehicles. At the wholesale level, distributors or 
importers distribute vehicles to dealers operating at retail level.13 Furthermore, the 
Commission has concluded that the wholesale distribution of passenger cars and the 
wholesale distribution of LCVs are considered separate relevant product markets.  
(12) The Notifying Party does not contest the above market definition, which will be 
retained for the purposes of this case. In any event, there is no need to close the 
market definition as t he Transaction will not lead to serious doubts under any 
alternative market definition.  
3.1.2.  Manufacture of OE spare parts for passenger cars and LCV 
(13) In previous cases,14 the Commission has defined the market for the manufacture and 
supply of spare parts for passenger cars or LCVs. The  narrowest plausible product 
market definition would comprise brand specific OE spare parts.  
(14) In any event, there is no need to close the market definition as t he Transaction will 
not lead to serious doubts under any alternative market definition.  
3.1.3.  Wholesale  distribution of OE spare parts for passenger cars and LCVs  
(15) In its previous  decisional practice, the Commission found that there are separate 
markets for the wholesale  distribution of OE spare parts for passenger cars and 
LCVs  and the non -OE spare parts.15 According to the Commission, the wholesale 
distribution of OE spare parts is brand -specific.16 The Commission also considered a 
segmentation of the market between categories of vehicles, i.e. light vehicles 
(passenger cars and LCVs) and heavy vehicles ,17 but without any sub -segmentation 
by product.18  
(16) The Notifying Party does not contest  the above market definition, which will be  
retained for the purposes of this case. In any event, there is no need to close the 
market definition as t he Transaction will not lead to serious doubts under any 
alternative market definition.  
                                                 
13  COMP/M.6403 - Volkswagen/ KPI Polska/ Skoda Auto Polska/ VW Bank Polska/ VW Leasing Polska ; 
Commission decision of 23 July 2008, COMP/M.5250 – Porsche / Volkswagen . 
14  Case COMP/M.5219 – VWAG / OFH / VWGI ; COMP/M.5250  – Porsche/Volkswagen ; COMP/M.2832  – 
General Motors/Daewoo Motors . 
15  Case COMP/ M.7401 – Blackstone/Allian ce BV/Alliance Automotive Group . 
16  Case COMP/9070 – Eurocar/Vicentini ; Case COMP/M.6063 – Itochu/Speedy . 
17  Case COMP/9070 – Eurocar/Vicentini , COMP/M.7401 – Blackstone/Alliance BV/Alliance Automotive 
Group.  
18  Case COMP/9070 – Eurocar/Vicentini ; COMP/M.8198 – Alliance Automotive Group/FPS Distribution ; 
Case COMP/M.6319  – Triton/Europart ; Case COMP/M.7401 – Blackstone/Alliance BV/Alliance 
Autom otive Group.  
 
5 
 3.1.4.  Retail distribution of OE spare parts for passenger cars and LCV 
(17) In previous  decisions,19 the Commission has distinguished between the retail 
distribution of OE spare parts and non -OE spare par ts. The Commission found that 
the retail distribution of OE spare parts is also brand -specific, thus defining the 
market according to the brand of a given spare part , and distinguished between light 
and heavy vehicles .20 
(18) The Notifying Party does not contest  the above market definition, which will be 
retained for the purposes of this case.  In any event, there is no need to close the 
market definition as the Transaction will not lead to serious doubts under any 
alternative market definition.  
3.2. Geographic market  definition  
3.2.1.  Wholesale distribution of new passenger cars and LCVs  
(19) In its previous decisional practice, the Commission has left open whether the 
geographic market for the wholesale  distribution of new passenger cars and LCVs is 
to be considered EEA -wide , national  or regional .21 
(20) The Notifying Party submits that the Portuguese Competition Authority has 
considered the geographic scope of the wholesale distribution markets for new and 
used vehicles to be national in scope.22 However, t he Notifying Party submits th at 
the market definition can be left open as no competition concerns arise under any 
alternative market definition.  
(21) In any event, there is no need to close the geographic market definition  as the 
Transaction will not lead to serious doubts under any alternative market definition . 
3.2.2.  Manufacture of OE spare parts for passenger cars and LCV 
(22) In previous decisions,23 the Commission has left open whether the scope of the 
market for the manufacture and supply of spare parts for passenger cars and LCVs is 
EEA -wide or national. The Notifying Party submits  that the market definition can be 
left open as no competition concerns arise under any alternative market definition .  
(23) In any event, t here is no need to close the geographic market definition as the 
Transaction w ill not lead to serious doubts under any alternative market definition . 
3.2.3.  Wholesale distribution of OE spare parts for passenger cars and LCV 
(24) In its past decisional practice, the Commission has left open whether the scope of the 
wholesale  distribution market  of OE spare parts for passenger cars and LCV is EEA -
                                                 
19   Case COMP/M.9070 – Eurocar/Vicentin ; Case COMP/M.5709 – VW/MAHAG . 
20   Case COMP/9070 – Eurocar/Vicentini ; Case COMP/M.6063 – Itochu/Speedy . 
21  Commission decision of 26 March 1999, No. IV/1452 – Ford / Volvo ; Commission decision of 22 July 
2002, COMP/M.2832 – General Motors / Daewoo Motors .  
22  Case Ccent. 6/2017, Sózó / Negócio Honda . 
23  Case COMP/M.5219 – VWAG / OFH / VWGI ; COMP/M.5250 – Porsche/Volkswagen ; COMP/M.2832 – 
General Motors/Daewoo Motors . 
 
6 
 wide  or national.24 The Notifying Party submits  that the market  definition can be left 
open.  
(25) In any event, there is no need to close the geographic market definition as the 
Transaction will not lead to serious doubts under any alternative market definition . 
3.2.4.  Retail distribution of OE spare parts for passenger cars and LCV 
(26) In previous decisions,25 the Commission has left open whether the scope of  the 
market for the retail distribution of OE spare parts is national or sub -national.  The 
Notifying Party submits that the market  definition can be left open.  
(27) In any event, t here is no need to close the geographic market definition  as the 
Transaction will not lead to serious doubts under any alternative market def inition .  
4. COMPETITIVE ASSESSMEN T  
4.1. Horizontal non -coordinated effects  
4.1.1.  Introduction  
(28) As explained in paragraph (8) the Transaction leads to horizontally affected market 
in relation to  the w holesale distribution of new passenger cars and LCVs at EEA -
wide level.  
(29) Concerning the wholesale distribution of VW -branded OE spare parts, prior to the 
Transaction, SIVA was the sole wholesale distributor of the spare parts of the VW, 
Audi, Škoda and Lamborghini brands in Portugal, whereas SEAT Spain, Porsche 
Ibérica and Bentley Limited have been the sole wholesale distr ibutors of spare pa rts 
of their respective brands. Post -Transaction, the VW Group will fully integrate the 
wholesale distribution of all its different brands in Portugal.  Given that each brand 
constitutes a separate product market, the vertical integration  of those brands does 
not lead to any horizontal overlap.  
4.1.2.  Wholesale distribution of new passenger cars  and LCV  
(30) The combined market share of the Parties on the market for wholesale distribution of 
new passenger cars and LCV amounts to [20-30]% at EEA -wide l evel. However, the 
Target Companies are only active in Portugal and the increment brought about by the 
Transaction  is below [0-5]%.26 
(31) In view of the small combined market share of the Parties  and the small increment , 
the Commission considers that the Transa ction does not give rise to serious doubts 
as to its compatibility with the internal market in relation to the market for the 
wholesale distribution of new passenger cars and LCV  at EEA -wide level .  
                                                 
24  Case COMP/M.7401 – Blackstone/Alliance BV/Alliance Automotive Group; COMP/9070 – 
Eurocar/Vicentini.  
25  Case COMP/M.9070 – Eurocar/Vicentini;  COMP/M.6718 – Toyota Tsusho Corporation/CFAO ; 
COMP/M.5250 – Porsche/Volkswagen. 
26  At national level, the combined market share of the Parties does not give rise to an affected market in 
Portugal.  
 
7 
 4.2. Non-horizontal overlaps  
4.2.1.  Introduction  
(32) The Transaction gives rise to vertically affected relationships  as follows: (i)  between 
the upstream market for the manufacture of OE spare parts for passenger cars and 
LCV , where VW Group is active , and the downstream market for the wholesale 
distribution of those parts where the Target Companies are active (as well as VW); 
and (ii) between the upstream market for the wholesale distribution  of VW -branded 
OE spare parts for passenger cars and LCV, where VW Group is active  (as well as 
the Target Companies) , and the downstre am market for the retail  distribution of 
those parts , where the Target Companies are active . 
4.2.2.  Market structure  
(33) On the upstream market for the manufacture of VW-branded OE spare parts for 
passenger cars  and LCVs VW Group – the ultimate controlling entity of Porsche  
Holding Salzburg – has a monopoly  for all brands . On the market for the wholesale 
distribution of VW -branded OE spare parts for passenger cars and LCVs in Portugal, 
VW Group is the exclusive general importer  and wholesale distributor in Portugal  
for each of the SEAT, Porsche and Bentley brands, and will integrate these functions 
for the VW, Audi, Škoda and Lamborghini brands post -transaction .  
(34) On the downstream market for the retail distribution of VW -branded OE spare parts 
in Portugal, the VW Group  is active v ia a single SEAT dealer  in Setúbal. In respect 
of the Target  Companies , Soauto is active in the retail distribution of VW -branded 
OE spare parts at its premises in Lisboa, Setúbal and Porto . 
(35) The combined  market share of the Parties in Portugal and in Setúbal are the 
following:  
Table 1 – Retail distribution of VW -branded OE spare parts  
 
                                                 
27 Source: The overall market volume provided in this table is a “best estimate” of the Parties, based on their 
sales to retailers on the whol esale level and an estimation on an average resale margin (based on Target’s 
own sales). However, this estimate does not take into account “cross -supplies” of VW -branded OE spare 
parts within the VW network (and to independent repairers), which are then re sold to end customers (the 
Parties do not possess a reliable factual basis to estimate these “cross -supplies”). Accordingly, this estimate 
of the overall market value overestimates the actual market  shares . 2018  VW Group  
in value  
[mio. EUR]  Soauto in  
value 
[mio. 
EUR]  Overall 
market  
value  
[mio. 
EUR]27 VW Group 
market share 
[value]  Target 
market 
share 
[value]  Parties 
combined 
market share  
[value]  
Portugal  […] […] […] [0-5]% [10-20]% [10-20]% 
Setúbal 
district  […] […] […] [5-10]% [10-20]% [10-20]% 
 
8 
 4.2.3.  Customer Foreclo sure 
(36) In light of the monopolistic position of VW on the upstream market for the 
manufacture of VW-branded OE spare parts for passenger cars  and LCVs, inherent 
to the fact that it is the manufacturer of VW vehicles, there is no scope for customer 
foreclosure in this market.  
4.2.4.  Input Foreclosure  
4.2.4.1.  The m anufacture and the wholesale distribution of VW -branded OE spare 
parts for passenger cars  and LCVs  
(37) In terms of input foreclosure , the Target has previously been the exclusive general 
importer and wholesale distributor of VW Group for the VW,  Audi,  Škoda and 
Lamborghini brands  in Portugal (while also operating  its own dealership outlets). 
With the Transaction Porsche  Holding Salzburg  takes on the role of the Target as the 
exclusive general importer and wholesale  distributor  in Portugal  for these brands (as 
well as the brands for which it already acts as exclusive general importer and 
wholesale distributor) . The competitive landscape at the wholesale level will 
therefore not change post -Transaction . 
(38) Thus , the Comm ission considers that , in relation to the vertical link between the 
manufacture and the wholesale distribution of VW -branded OE spare parts for 
passenger cars  and LCVs , the Transaction is unlikely to give rise to input foreclosure 
or to reduce effective co mpetition . 
4.2.4.2.  Wholesale  and the retail  distribution of VW -branded OE spare parts for 
passenger cars  and LCVs  
(39) In light of the structure of the market, the concern  is that the merged entity may 
foreclose other dealers operating at the retail level, namely VW se rvice partners and 
independent repairers, which both currently source VW -branded OE spare parts  from 
the Parties  for their own services in the aftermarket.  
Ability to foreclose  
(40) As the merged entity enjoy s a monopoly on the market for the manufacture of OE  
spare parts and will be the exclusive general importer for wholesale distribution of 
all VW-branded OE spare parts in Portugal, it appears to have the ability to 
foreclose.  
(41) However, t he Commission understands that the contract s in force between VW and 
each of its service partners provides for their right to cross -supply VW -branded 
spare parts across the (European -wide) network.  This is also compliant  with the 
Commission Regulation (EU) No 330/2010 of 20 April 2010 on the application of 
Article 101(3) of th e Treaty on the Functioning of the European Union to categories 
of vertical ag reements and concerted practices. Hence, downstream competitors of 
the merged entity will continue to have access to spare parts from other service 
partners located in regions where the merged entity is not active.  
(42) The market investigation also supported this conclusion. Downstream competitors 
indicated that they have no difficulties in obtaining VW -branded OE spare and that 
 
9 
 they are not prevented from obtaining VW -branded OE sp are parts from other 
dealers in any European country. They also confirmed that they have cross -supplied 
VW-branded OE spare parts with other VW dealers and independent car repairers. 
The respondents did not expect any difficulties in obtaining VW -branded O E spare 
parts following the Transaction.28 
(43) In conclusion, the merged entity would not appear to have the ability to foreclose 
these markets in Portugal, despite their activities as the exclusive general importer 
into Portugal. This conclusion is reinforced by the fact, discussed further below, that 
any foreclosure would necessarily be limited to the part of Portugal where the Parties 
are active, which at the moment is very limited.  
Incentive to foreclose  
(44) The Notifying Party claims that the merged entity wil l lack the incentive to foreclose 
its downstream competitors : 
(a) [VW’s distribution system is set up in such a way that customers have the 
possibility to source from different suppliers, also located in different 
geographic areas] . 
(b) It would not constitute a c ommercially viable or sensible strategy if the 
merged entity were to put VW service partners , or independent car repair 
shops that are using VW -branded OE parts , at a disadvantage post -
Transaction . [Customers have the possibility to source VW -branded OE sp are 
parts from different suppliers] . Moreover , VW service partners  and 
independent car repair shops could still buy, inter alia, from any other VW 
service partner in other districts or EU -countries, which is their free choice  
([…]).  
(45) The Commission conside rs that the merged entity is unlikely to have an incentive to 
foreclose downstream competitor s of the Target Companies given its limited market 
share in the downstream market, the limited geographic presence of the Target 
Companies (and the merged entity p ost-Transaction)  in Portugal , and the nature of 
VW’s distribution strategy.  
(46) The Commission takes the view that given the limited market presence of the 
merged entity both at national level ( [10-20]%), and at district level (Setúbal, [10-
20]%, Lisboa [20-30]%, Porto [5-10]%), it would probably not be profitable for the 
merged entity to engage in a foreclosure strategy.  
(47) In light of the limited geographic presence of the merged entity in the downstream 
market, the Parties will have to rely on VW service partners and independent car 
repair shops in other regions in order to maintain its distribution in all of Portugal . 
VW will therefore in any event have an incentive to continue to supply VW -branded 
parts to its service partners in regions where the Target  Companies are not active 
(including in neighbouring Portuguese districts). VW would therefore not have any 
incentive to engage in a foreclosure strategy in the rest of Portugal.  
                                                 
28  E-mails of customers of 28 June 2019 . 
 
10 
 (48) [VW’s distribution system is set up in such a way that customers have the po ssibility 
to source from different suppliers, also located in different geographic areas] , VW 
would not appear to have the incentive to foreclose their activities in Portugal.  
(49) Therefore, the Commission takes the view that a foreclosure strategy limited to  
Portugal or to a limited part of Portugal (Lisboa, Porto, Setúbal) would probably fail: 
competitors of the merged entity will retain the ability to source OE spare parts from 
service partners located in other (neighbouring) regions. In more detail, downst ream 
competitors will continue to have access to a significant number of other suppliers 
(notably, the remaini ng [80-90]% of the national market, [80-90]% of Setúbal,  [70-
80]% of Lisboa and [90-100]% of Porto ), as other  service partners can also cross -
sell). Hence, if the merged entity were to engage in foreclosure, it would not be able 
to recoup the lost sales at downstream level, and therefore the merged entity will not 
have the incentive to foreclose access to input.  
 Overall likely impact on effective competition  
(50) Thus , in view of the  merged entity’s  lack of incentive to foreclose downstream 
competitors, downstream competitors of the merged entity will continue to have 
access to spare parts from other service partners located in regions where the merged 
entity is not active. T he Commission therefore considers that the Transaction is 
unlikely to reduce competition in the market for the retail  distribution of VW -
branded OE spare parts for passenger cars  and LCVs in Portugal or the Setúbal 
district .  
4.2.5.  Conclus ion 
(51) Given the lack of ability or incentive to foreclose downstream competitors  in any 
market , the Commission considers that the Transaction does not raise serious doubts 
as to its compatibility with the internal market as a result of non -horizontal effects .  
5. CONCLUSION  
(52) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission