Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels,  13.08.2020  
C(2020 ) 5688   
PUBLIC VERSION  
 
To the notifying p arty      
Subject : Case M.9866 – United Group / Forthnet  
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 9 July 2020 , the European Commission received notification of a proposed 
concentration (the “Transaction”) pursuant to Article 4 of the Merger Regulation 
by which United  Group B.V. (“United Group”, Netherlands; the “Notifying 
Party”), through  Newco United Group Hellas S.A.R.L, (“NewCo”, Luxembourg ),3 
acquires within the meaning of Article 3(1)(b) sole control of the Hellenic 
Company for  Telecommunications and Telematic a pplications S.A. (with the 
trading name “Forthnet”, Greece , or the “Target” ).4 United Group and Forthnet are 
designated hereinafter 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  Newco, is a special purpose vehicle through which United Group acquires F orthnet. It is the entity which 
enters into the transaction agreements with the Sellers of Forthnet.  (Reply to Commission’s request for 
information dated 30 July 2020.)  
4  Publication in the Official Journal of the European Union No C 234,16.07.20 , p.4. 
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  
... information. The omissions are shown 
thus […]. Where p ossible the information 
omitted has been replaced by ranges of 
figures or a general description.  
 
 
2 1. THE PARTIES  
(2) United Group  is active in the provision of telecommunication and media services 
in South East Europe where it operates a multi -play cable and media platform . 
United Group’s activit ies focus on the production of p ay-TV channels and content, 
distribution of content, retail distribution of pay-TV services, broadband internet 
and fixed and mobile telec ommunication services. Within the EEA, it is active in 
Slovenia, Croatia, and Bulgaria with some minor activity in Greece and Cyprus. 
United Group is ultimately solely controlled by BC Partners LLP (“BC Partners”, 
United Kingdom), an international private equity firm, whose sole activity is to 
provide advisory services.5 The Transaction follows a stream of recent acquisitions 
by United Group, which most recently in 2020 acquired BTC,6 prior to which it 
acquired Tele2 Croatia in May 2019 and NOVA TV in Croat ia in August 2018.  
(3) Forthnet is a telecommunications provider active in Greece and Cyprus, operating 
under the brand “NOVA”.7 Forthnet provides fixed telephony and broadband 
internet services, only in Greece. It s pay -TV services are offered in  both countrie s. 
At retail level, Forthnet’s pay-TV services are distributed via satellite ( “direct -to-
home” or “ DTH ”) and internet (through  “Over -The-Top” services or “OTT” ). At 
wholesale level, Forthnet is active in the supply of its own produced “NOVA” 
channels to pay-TV providers.  Forthnet is a public company incorporated in 
Greece, with shares listed on the Athens Stock Exchange. Forthnet shares are 
currently held by Wind Hellas Telecommunications S.A. (21,05 %), Piraeus Bank 
(15,11 %), Go Plc ( 14,42%), Massar Inves tments LLC (14,42 %), National Bank of 
Greece ( 12,14%), Alpha Bank (8,48%), Vodafone S.A. (4,15% ), Attica Bank 
(0,46 %) and the remaining shares (9,77% ) being held by other shareholders.8 
[Information on corporate governance].9 
2. THE OPERATION  
(4) The Transaction  consists of an acquisition of shares. Pursuant to [...]10 [...],11 [...], 
United Group will acquire sole control over Forthnet.  
(5) [Information strictly related to the implementation of the Transaction] . 
(6)   [Information strictly related to the implementation of  the Transaction ].12   
(7) [Information strictly related to the implementation of the Transaction]13 
[Information strictly related to the implementation of the Transaction] .14   
                                                 
5  BC P artners’ acquisition of United Group has been approved by the Commission in Case M.9152 of 17 
December 2018.  
6  United Group’s acquisition of the Bulgarian Telecommunications Company (“BTC”) has been approved 
by Commission’s decision in Case M.9679 o f 3 April 2020 (not published yet).  
7  The NOVA brand is unrelated to United Group’s NOVA TV.  
8   Form CO, paragraph 36.  
9    Reply to Commission’s request for information dated 13 August 2020.  
10  [...]. 
11  [...]. 
12  Reply to Commission’s request for information dated 7 August 2020.  
13  Form CO, paragraph 49.  
14  Form CO, paragraph 49.  
 
 
3 (8) Following , therefore,  [...], United Group will acquire sole control over Forthnet.  
(9) [Information strictly related to the imp lementation of the Transaction ].15  
(10) [Information strictly related to the imp lementation of the Transaction ].16 
(11) [Information strictly related to the imp lementation of the Transaction ].17 
[Information strictly related to t he imp lementation of the Transaction ]18 
[Information strictly related to the imp lementation of the Transaction ]. 
(12) In view of the above, t he Commission considers that  the completion of 
[Information strictly related to the imp lementation of the Transaction ] can be 
treated as a single concentration for the purposes of the Merger Regulation . 
3. EU DIMENSION  
(13) The undertakings  concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million (EUR [...]). Each of them has an EU -wide turnover 
in ex cess of EUR 250 million (United Group: EUR [...]; Forthnet: EUR [...]), but 
not each of the undertakings concerned  achieve s more than two -thirds of its 
aggregate EU -wide turnover within one and the same Member State. The notified 
operation therefore has an  EU dimension  within the meaning of Article 1(2) of the 
Merger Regulation .  
4. RELEVANT MARKETS  
(14) The Transaction gives rise to a limited horizontal overlap in respect to the market 
for the retail supply of  pay-TV services, where both United Group and Forthnet are 
active.  
(15) The Transaction also gives rise to vertically affected markets in connection with : 
 at the upstream level: the supply of (i) wholesale mobile call terminations 
services and (ii) wholesale fixed call terminations services , in the countries 
where United Group and Forthnet operate ;  
 at the downstream level: (i) retail mobile communications services and (ii)  
retail supply of fixed telephony services  in the countries where United Group 
and Forthnet operate (see table 3) .19 
                                                 
15  [Information strictly related to the implementation of the Transaction] . Form CO, paragraphs 55 -57, Reply 
to Commission’s request for information of 17 July 2020.  
16  [Information strictly related to the im plementation of the Transaction.  ]. See also Form CO, paragraph 54.  
17    [Information strictly related to the imp lementation of the Transaction].  
18  [...]. 
19  [information related to the Acquirer’s shareholding structure ]. 
 
 
4 4.1. Television markets  
4.1.1.  Retail sup ply of TV services  
(16) Providers of retail TV services offer end users packages of linear and/or non -linear 
TV services. Linear services are services that broadcast scheduled programs, not 
streamed by a specific user. Non -linear services, or video -on-demand ( “VOD”) 
services, are services provided for the viewing of programmes at the moment 
chosen  by the users and at their individual request, on the basis of a catalogue of 
programmes.20 TV services may be offered either on a free -to-air (“FTA”) or pay -
TV basis. Providers of retail TV services deliver their content to end customers via 
a number of technical means : (i) traditional networks,  such as cable, satellite 
(“direct -to-home” or “DTH”), internet protocol television (“IPTV”) , and to a lesser 
extent, digital t errestrial TV ( “DTT ”) and/or  (ii) the “Over -The-Top” (“OTT”) 
distribution technology which allows TV content to be delivered through the use of 
open internet.  
(17) In the retail provision of TV services to end users: (a) Forthnet (under the brand 
NOVA) distributes  pay-TV services via the use of  satellite  (DTH) and OTT 
platforms , in Greece and Cyprus; (b) United Group distributes pay -TV services via 
cable, satellite (DTH) and OTT at global level , including in Greece, Cyprus,  
Slovenia, Croatia and Bulgaria .21 Its OTT services are offered under the 
“Net.TV.Plus” brand.  
4.1.1.1.  Product market definition  
(18) The Commission has previously considered the retail provis ion of free -to-air 
(“FTA”) and p ay TV services as separate product markets , but ultimately left open 
the product market definition .22 It has further considered whether pay -TV services 
could be segmented according to: (i) linear vs. non -linear TV se rvices, (ii) 
premium vs. basic p ay-TV services and (iii) the distribution technology employed, 
but has left the marke t open with regard to each of these potential sub -segments.23 
Nevertheless, in Telia/Bonnier Broadcasting , with regard to a segmentation of the 
market per  type of  distribution technology, the Commission recently concluded that 
the retail market for the provision of pay -TV services should be considered as 
encompass ing all distribution technologies.24  
                                                 
20  Non-linear services can be further differentiated into Advertising Video On Demand (“AVOD”), 
Subscription Video On Demand (“SVOD”), Transactional Video -On-Demand  (“TVOD”) and Pay -per-
view.  
21  In particular, United Group offers pay -TV service s, cable Pay TV through i ts SBB/Telemach brand, and 
DTH p ay TV through its Total TV brand in Slovenia, Serbia, Montenegro, Bosnia and Herzegovina and 
North Macedonia (Total TV only).  United Group owns three national TV stations which include Nova TV 
in Cro atia, Nova BH in Bosna and Herzegovina, and Nova M in Montenegro.  
22  Commission decisions: of 6 November 2018 in case M.8785 - Disney/Fox , paragraph 98; of 24 February 
2015 in case M.7194 - Liberty Global/Corelio/W&W/De Vijver Media , paragraph 152.  
23  Com mission decision s: of 7 April 2017 in case M.8354, Fox/Sky, paragraphs  80 and 81; of 24  February 
2015 in case M.7194, Liberty Global / Corelio / W&W / De Vijver Media, paragraphs  90, 119 and 124; of 
6 November 2018 in case M.8785 - Disney/Fox, paragraphs  94 and 98.  
24  Commission decision of 12 November 2019 in case M.9064, Telia Company/Bonnier Broadcasting, 
paragraph 200. The Commission has, nevertheless, left open the question with regard to alternative 
possible segmentations discussed in this section. In Greece, the media law (Law 3592/2007  on the 
concentration and licensing of media enterprises , as amended and in force) makes a distinction between 
media of informative and non -informative content, and sets specific provisions for the former , aiming, 
 
 
5 (19) The Notifying Party submits that the relevant market is the market for the retail 
provision of pay -TV services encompassing: (i) all distribution technologie s, since 
most, if not at all of the content, is available on each technology; (ii) non -linear and 
linear content, as both compete for viewing time and (iii) basic and premium pay 
TV. In its view, the precise product market can be left open, since the Trans action 
does not give rise to any competitive concerns irrespective of the precise market 
definition. 25  
(20) For the purpose of the present decision, the Commission considers  that the questio n 
whether the retail supply of TV services can be segmented between FT A and p ay 
TV services  and in turn pay TV services should be further segmented according to: 
(i) linear and non-linear p ay TV services, (ii) basic and premium p ay TV services , 
and (i ii) the distribution technology employed , can be left open since  the 
Transa ction does not raise serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement under any of the possible product 
market definitions set out in this paragraph.  
4.1.1.2.  Geographic market definition  
(21) In its previous decisions, the Commission has considered that the geographic scope 
of the market for the retail provision of TV services is either national , since TV 
distributors compete on a nationwide basis  or limited to the coverage area of each 
cable o perator.26  
(22) The Notifying Party submits that the precise geographic market can be left open, 
given that the Transaction does not raise any competitive concerns irrespective of 
the precise geographic market definition.  
(23) Commission’s  market investigation has confirmed that pay -TV operators in 
Greece, offer their services at national level. T he Commission further observes,  
that, in Greece,  the provision of pay -TV services, including the licensing procedure 
of pay -TV operators are subject to national regulatory f ramework.27 
(24) In light of the above and f or the purpose of the present decision , the Commission 
considers that the relevant marke t for the retail supply of TV services is national in 
scope.  The Commission considers that the competitive assessment in Section 5 .3 
would  remain the same also on a geographic market comprising the coverage area 
of each cable operator.  
                                                                                                                                                      
principally at safeguarding media pluralism and freedom of expression . The said legislation provides that 
concentrations of media of non -informative content are governed by the general competition rules set 
forth by Law 3959/2011 (“Protection of Free Competit ion”, Gov't Gazette Issue A' 93/20.04.2011 ). The 
Hellenic Competition Commission (HCC), in its recent decision  No 656/2018, on the acquisition of 
CYTA Hellas by Vodafone Greece, considered that the market for the retail provision of pay -TV services, 
irresp ective of the different means of distribution, constitutes a distinct market, which is not included in 
the market for media of informative content and, thus, falls within the provisions of Law 3959/2011.   
25  Form CO, paragraph 167.  
26  Commission decisions:  of 8 December 2018 in case M.8842 – Tele2/Com Hem Holding paragraphs 37 -
38; of 24 February 2015 in case M.7194, Liberty Global / Corelio / W&W / De Vijver Media , paragraphs 
132-139;; of 21  December 2010 in case M.5932, News Corp/BskyB, paragraphs  86–88. 
27  Articles 1 -3, Law 2644/1998 and Article 15 Law 3592/2007.  
 
 
6 4.2. Telecommunication markets  
4.2.1.  Retail mobile communication services  
(25) Mobile communications services to end customers or "retail mobile communication 
services" include services for national and international voice calls, SMS (including 
MMS and other messages), mobile internet with data services, access to content via 
the mobile network and retail international roaming services . 
4.2.1.1.  Product market definition  
(26) In previous decisions, the Commission has not further segmented the overall retail 
mobile market based on the type of service (voice calls, SMS, MMS, mobile 
Internet data services), or the type of network technology. The Commission has 
considered possible  segments of the overall retail market for mobile 
telecommunication services by distinguishing between pre -paid and post -paid 
services and between private customers and business customers, concluding that 
these did not constitute separate product markets b ut rather were market segments 
within an overall retail market.  28 
(27) The Notifying Party submits that, in the present case, the relevant product market 
should be defined in line with the Commission’s previous decisional practice, i.e. 
as the overall retail market for the mobile telecommunication services without 
further seg mentation.  
(28) For the purpose of the present decision,  the Commission considers that the exact 
product market definition in relation to the provision of retail mobile 
telecommunications services (whether there is an overall market for retail mobile 
communica tion services or whether this market should be segmented between pre -
paid and post -paid or between private and business customers) can be left open 
since  the Transaction does not give rise to serious doubts as to its compatibility 
with the internal market or the functioning of the EEA Agreement under any such 
product market definition.  
4.2.1.2.  Geographic market definition  
(29) The Commission has consistently found the market for retail mobile 
communication services to be national in scope.29 
(30) The Notifying Party conside rs that the market should be considered national in 
scope , in line with the approach adopted by the Commission in previous decisions . 
                                                 
28  Commission decision s: of 15  July 2019 in case M.9370, Telenor/DNA , paragraph 41; of 27  November 
2018 in case M.8792, T -Mobile NL/Tele2 NL . 
29  Commission decision s: of 12 November 2019, in case M.9064, Telia/Bonnier Broadcasting, paragraph 
251; of 15  July 2019 in case M.9370, Telenor/DNA , paragraphs 44 -46; of 27  November 2018 in case 
M.8792, T -Mobile NL/Tele2 NL , paragraphs 232 -233; 8 October 2018 in case M.8842 – Tele2/Com 
Hem, paragraph 49 ; of 27  July 2018 in case M.8883, PPF/Telenor Target Companies  paragraphs 15 -16. 
The Greek National Regulatory Authority (National Telecommunications and Post Commission or 
“EETT”), responsible, inter alia , for regulating  any issue related to the market definition of the relevant 
electronic communications products or services within Greece (under Law 4070/2012), has found that the 
geographic scope of the market for the retail provision of mobile communication services corresponds to 
the territory of Greece (EETT decision 399/1/16.8.2016,  on the acquisition by Cosmote Greece of 
MOBILBEEP Ltd;  Gov't Gazette Issue B ΄1376  / 14.09.2006) . 
 
 
7 (31) The Commission observes that nothing in the present case indicates that it would be 
justified to depart from its position – in particular considering that licences to 
mobile operators are granted on a national basis. Consequently , for the purpose of 
the present decision  and in line with its previous decisional practice, the 
Commission considers the market for retail mobile service s to be national in scope.  
4.2.2.  Retail supply of fixed telephony services  
(32) Fixed telephony  services comprise the provision of connection services at a fixed 
location or access to the public telephone network, for the purpose of making 
and/or receiving calls  and related services .  
4.2.2.1.  Product market definition  
(33) In previous decisions, the Commission considered that managed Voice over 
Internet Protocol  (“VoIP”)30 services and fixed voice services provided through 
fixed lines are interchangeable and therefore belong to the same market .31   
(34) The Notifying  Party submits that the relevant product market should be defined in 
line with previous Commission decisions, as the overall retail market for fixed line 
telephony services, including VoIP services.  
(35) For the purpose of th e present decision , the Commission considers that  the exact 
product market definition  (whether there is an overall market for the retail supply 
of fixed telephony services or whether this market should be segmented into fixed 
voice services and VoIP servic es) can be left open as the Transaction does not give 
rise to  serious doubts as to its compatibility with the int ernal market or the 
functioning of the EEA Agreement under any such possible product market 
definition.  
4.2.2.2.  Geographic market definition  
(36) In previo us decisions, the Commission has consistently  found the market for the 
supply of fixed telephony services to be national in scope, as this reflects the 
continuing importance of the role of national regulation in the telecommunications 
sector, the supply of  upstream wholesale services on a national basis, as well as the 
fact that the pricing policies of telecommunications providers are predominantly 
national .32 
                                                 
30  Voice over internet protocol, is a technology allowing to deliver voice communication services throu gh IP 
network, such as the internet.  
31  Commission decision s: of 03  August 2016 in case M.7978, Vodafone/Liberty Global/Dutch JV, paragraph  
40; of 04  February 2016 in case M.7637, Liberty Global/BASE Belgium, paragraph  64. 
32  Commission decision s: of 27  November 2018 in case M.8792, T -Mobile NL/Tele2 NL, paragraph  271; of 
27 July 2018 in case M.8883, PPF/Telenor Target Companie s, paragraph 22; of 3 August 2016 in case 
M.7978, Vodafone/Liberty Global/Dutch JV, paragraph  40; of 4  February 2016 in case M.76 37, Liberty 
Global/BASE Belgium, paragraph  64. The Greek NRA, taking into account , inter alia , the barriers to 
entry which are structural and related to  high and non -recoverable costs and the pricing policy of both the 
incumbent and alternative operators, considered that the market for the retail provision of fixed telephony 
services is national and corresponds to the Greek territory . (Notification to the European Commission, 
BEREC and National Regulatory Authorities on the definition of, the analysis of co mpetition and the 
proposed regulatory obligations, on inter alia, the markets for retail fixed telephony services  October 
2016 ; Under decision No 792/08/22.12.2016, the Greek NRA found that this market  is no longer 
susceptible to ex an te regulation .) In its earlier decision No 733/047/18.09.2014, o n the acquisition by 
 
 
8 (37) The Notifying Party , based on the Commission's precedents , considers the market 
to be national in scope.  
(38) The Commission observes that nothing in the present case indicates that it would be 
justified to depart from its position –in particular taking into account the 
importance of national regulation i n the telecom munications sector and  the fact that 
the upstream wholesale services are provided on a national basis . Consequently, or 
the purpose of the present decision and in line with its previous decisional practice,  
the Commission considers that  the market for the supply of fixed telephony 
service s is national in scope . 
4.2.3.  Wholesale market for mobile and fixed call termination services  
(39) Call termination is the service provided by a network operator on the supply side to 
other network operators on the demand side, whereb y a call originating in a 
demand side operator's network is delivered to a user in the supply side operator's 
network . This service is required by every originating operator, as it is necessary 
for its customers to be able to communicate with the customers  of other networks. 
Call termination is therefore a wholesale service that is resold or used as an input 
for the provision of downstream retail telephony and mobile services.  In previous 
decisions, the Commission has identified relevant markets for the pro vision of 
wholesale call termination on mobile and fixed networks.33 
4.2.3.1.  Wholesale market for mobile call termination services  
4.2.3.1.1.  Product market definition  
(40) In previous decisions, the Commission has found that there is no substitute for call 
termination on each individual network , as the operator transmitting the call can 
reach the intended recipient only through the operator of the network to which the 
recipient is connected.34  
(41) The Notifying Party  agrees with the Commission’s approach and , submits that the 
relevant product market is the market for wholesale call termination services.  
                                                                                                                                                      
Vodafone Greece of Hellas Online, EETT considered that the relevant geographic market shall correspond 
to the entire territory of Greece, to the extent that conditions of competition are not d ifferentiated.  
33   Accordingly, the 2003 Commission’s Recommendation on the relevant product and service markets 
within the electronic communications sector susceptible to ex ante regulation in accordance with the 
Framework Directive  (Directive 2002/21/EC of the European Parliament and of the Council on a common 
regulatory framework for electronic communications networks and services ) has distinguished call 
termination on individual networks, mobile or fixed as separate markets. A distinction between 
termin ation on these networks is further justified by the characteristics of the terminals themselves such as 
the different functionalities and the mobility guaranteed by the mobile service.  
34  Commission decision s: of 27 November 2018 in case M.8792, T -Mobile N L/Tele2 NL, paragraph  259; of 
15 July 2019 in case M.9370, Telenor/DNA , paragraph 70 ; of 27 July 2018 in case M.8883, PPF/Telenor 
Target Companies , paragraph 26 ; of 12 December 2012 in case M.6497, Hutchison 3G Austria/Orange 
Austria, paragraph  68. Similar ly, the Greek NRA, in its decis ion No 815/002/ 22.06.2017 ( Gov't Gazette 
Issue  B' 2530 /20.07.2017), concerning “ The definition of wholesale voice call termination on individual 
mobile networks, the determination of operators holding significant market power  and the regulatory 
obligations imposed on them ” (“Market 2” in Commission’s recommendation of 9 October 2014) has 
considered the existence of a distinct market for the provision of wholesale mobile call termination 
services per each individual  mobile  netw ork operator. Accordingly, it has designated each mobile network 
operator in Greece, as having significant market power on their respective networks.   
 
 
9 (42) The Commission observes that nothing in the present case indicates that it would be 
justified to depart from its position –in particular considering that a network 
operator transmitting a call can reach the intended recipient only through the 
operator of the network to which the recipient is connected. Consequently, f or the 
purpose of the present decision,  and in line with its previous decisional practice,  the 
Commission considers  that, as regards wholesale call termination services, 
termination on each individual mobile network constitutes a separate product 
market.  
4.2.3.1.2.  Geographic market definition  
(43) In previous decision s, the Commission considered that the market fo r wholesale 
mobile call termination services is national in scope , as each wholesale market for 
call termination correspond s to the dimensions of the operator’s network and is 
limited to the national territory of the operator's network .35 This is primarily due to 
regulatory barriers as the geographic scope of a network licence is, in principle, 
limited to areas which  do not extend beyond the borders of a Member State.  
(44) In line with previous Commission decisions, the Notifying Party submits that the 
market for  wholesale mobile call termination services should b e considered 
national in scope.  
(45) The Commission observes that nothing in the present case indicates that it would be 
justified to depart from its position – in particular, considering that the geographic 
scope of each wholesale market for mobile call termination corresponds to the 
geographic dimension of each mobile operator’s network which, due to regulatory 
barriers, is limited to the national territory within which it operates.  Consequently, 
for the pur pose of the present decision,  and in line with its previous decisional 
practice  the Commission considers that the market for wholesale mobile call 
termination services is national in scope.  
4.2.3.2.  Wholesale market for fixed call termination services  
4.2.3.2.1.  Product market definition  
(46) As in the case of wholesale mobile call termination services, in previous decisions 
the Commission has established that there are no potential substitutes for call 
termination on each fixed network since the operator transmitting t he call can reach 
the intended recipient only through the operator of the network to which the 
recipient is connected.36  
                                                 
35  Commission decision s: of 27  November 2018 in case M.8792, T -Mobile NL/Tele2 NL, paragraph  263; of 
15 July 2019 in case M.9370, Telenor/DNA , paragraph 73 ; of 27  July 2018 in case M.8883, PPF/Telenor 
Target Com panies, paragraph28; of 3 August 2016 in case M.7978, Vodafone/Liberty Global/Dutch JV, 
para 196. 
36  Commission decision s: of 27 November 2018 in ca se M.8792, T -Mobile NL/Tele2 NL, paragraph  259, of 
15 July 2019 in case M.9370, Telenor/DNA , paragraph78, of 27 July 2018 in case M.8883, PPF/Telenor 
Target Companies , paragraph 32 ; of 12 December 2012 in case M.6497, Hutchison 3G Austria/Orange 
Austria, paragraph  68. Accordingly, the Greek NRA, in its decision No 714/09/10.04.2014  (Gov't Gazette 
Issue B' 1049/08.04.2014) , concerning “ The definition of wholesale call termination on public telephone 
network provided at fixed location, the determination of op erators holding significant market power and 
the regulatory obligations imposed on them ” (third round of market analysis),  has found distinct markets 
for the provision of wholesale call termination services per each indi vidual fixed network operator.   
 
 
10 (47) The Notifying Party, in accordance with Commission’s decisional practice, submits 
that the relevant product market is the market for wh olesale call termination 
services on fixed networks.  
(48) The Commission observes that nothing in the present case indicates that it would be 
justified to depart from its position –in particular considering that a fixed network 
operator transmitting a call can reach the intended recipient only through the 
operator of the network to which the recipient is connected. Consequently, f or the 
purpose of the present decision, and in line with its previous decisional practice the 
Commission considers that, as regards wh olesale call termination services, 
termination on each individual fixed network constitutes a separate product market.  
4.2.3.2.2.  Geographic market definition  
(49) In previous decisions, the Commission has found that the market for wholesale 
fixed call terminat ion services is national in scope, considering that the geographic 
scope of each wholesale market for call termination should correspond to the 
dimensions of the operator’s network, which is limited to national borders due to 
regulatory barriers.37  
(50) The Not ifying Party submits that, in line with previous Commission decisions,  the 
market for wholesale fixed call terminati on services is national.  
(51) The Commission observes that nothing in the present case indicates that it would be 
justified to depart from its po sition –in particular, considering  that the geographic 
scope of each wholesale market for fixed call termination corresponds to the 
dimension of each operator’s network which, due to regulatory barriers, is limited 
to the national territory within it operates. Consequently, f or the purpose of the 
present decision, and in line with its previous decisional practice the Commission 
considers that the market for wholesale fixed call termination services is national in 
scope.  
5. COMPETITIVE ASSESSMEN T 
5.1. Analytic al framework  
(52) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing 
whether they would significantly impede effective competition in the internal 
market or  in a substan tial part of it , in particular through the creation or 
strengthening of a dominant position.  
(53) The Commission Guidelines on the assessment of horizontal mergers under the 
Merger Regulation (the "Horizontal Merger Guidelines") distinguish two ma in 
ways in which mergers between actual or potential competitors on the same 
                                                 
37  Commission decision s: of 27  November 2018 in case M.8792, T -Mobile NL/Tele2 NL, paragraph  263; of 
15 July 2019 in case M.9370, Telenor/DNA , paragraph 81 ; of 27  July 2018 in case M.8883, PPF/Telenor 
Target Com panies, paragraph 35; of 3 August 2016 in case M.7978, Vodafone/Liberty Global/Dutch JV,  
paragraph 210.  
 
 
11 relevant market may significantly impede effective competition, namely non -
coordinated effects and coordinated effects .38 
(54) Non-coordinated effects may significantly impede effective  competition by 
eliminating the competitive constraint imposed by one merging party on the other, 
as a result of which the merged entity would have increased market power without 
resorting to coordinated behaviour.  
(55) The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant non -coordinated effects are likely to result from a 
merger, such as the large market shares of the merging firms, the fact that the 
merging firms are close competitors, the limited possibilit ies for customers to 
switch suppliers, or the fact that the merger would eliminate an important 
competitive force. Not all of these factors need to be present for significant non -
coordinated effects to be likely. The list of factors, any one  is not necessa rily 
decisive, is also not an exhaustive list .39 
(56) A transaction may also entail vertical effects. In that respect, the Commission 
Guidelines on the assessment of non -horizontal mergers under the Merger 
Regulation (the "Non -Horizontal Merger Guidelines") dist inguish between two 
main ways in which vertical mergers may significantly impede effective 
competition, namely input foreclosure and customer foreclosure.  
(57) For a transaction to raise input foreclosure competition concerns, the merged entity 
must have a sig nificant degree of market power upstream.  In assessing the 
likelihood of an anticompetitive input foreclosure strategy, the Commission has to 
examine whether (i) the merged entity would have the ability to substantially 
foreclose access to inputs; (ii) wh ether it would have the incentive to do so; and 
(iii) whether a foreclosure strategy would have a significant detrimental e ffect on 
competition downstream .   
(58) For a transaction to raise customer foreclosure competition concerns, the merged 
entity must be an  important customer with a significant degree of market power in 
the downstream market.  In assessing the likelihood of an anticompetitive customer 
foreclosure strategy, the Commission has to examine whether (i) the merged entity 
would have the ability to foreclose access to downstream markets by reducing its 
purchases from upstream rivals; (ii) whether it would have the incentive to do so 
and (iii) whether a foreclosure strategy would have a significant detrimental effect 
on consumers in the downstream mar ket.  
5.2. Identification of a ffected markets  
(59) In the present case, t he Transaction gives rise to horizontally affected market s in 
the retail supply of pay-TV services , in Greece.40 
                                                 
38  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 31, 5.2.2004 p.5.  
39  Horizontal Merger Guidelines, paragraph s 26-38. 
40  As set out in recital (17), Forthnet offers its pay -TV services in Cyprus, via both satellite and OTT. 
According to the Parties’ submission, Forthnet’s market share in Cyprus: (i) in the overall market for the 
retail supply of pay -TV s ervices, is estimated at [0 -5]% (in volume). The Notifying Party submits that 
there is no public information on value data and the Cypriot Authority only reports volume data for the 
 
 
12 (60) The Transaction also gives rise to vertically affected markets in connection with the 
(A) upstream markets for the wholesale supply of call termination services on 
mobile and fixed networks and (B) the downstream markets for retail mobile 
communication services and the retail supply of fixed telephony services, in the  
countries where United Group and Forthnet operate.   
5.3. Horizontally affected markets  
5.3.1.  Retail supply of pay-TV services in Greece  
5.3.1.1.  The Notifying Party’s view  
(61) The Notifying Party considers that the Transaction is unlikely to raise any 
horizontal non -coordinated effects on the market for pay-TV (and its poss ible 
segments) in Greece for the reasons set out below.  
(62) First, the Notifying Party argues that the Transac tion results in a very limited 
increment of less than [0-5]% (even in the narrowest possible segment for retail 
supply of pay -TV services distributed through OTT).  In the Notifying Party’s view, 
[information related to the geographic coverage of the Acquir er’s activities ], Greece  
is not the target market . This is further demonstrated by the limited number of 
subscribers and revenues United Group generates from that activity  ([...]).41 
(63) Second, the Notifying  Party submits that post -Transaction, Forthnet and United 
Group ( together forming the merged entity ) will continue to face strong 
competitive pressure from telecom operators providing such services as well as 
from global or regional OTT platform . In Greece, in particular, international OTT 
operators ( Netfl ix, Amazon Prime  and Apple TV ) are active since two years and 
are expanding their activities significantly.42 
5.3.1.2.  The Commission’s assessment  
(64) Both Forthnet and United Group are  activ e in the markets for the retail supply of 
pay-TV services  in Greece , and in par ticular in the possible market for the retail 
provision of OTT services .  
                                                                                                                                                      
pay-TV market. In its consideration, as a rough estimate, for 2019 , the ma rket shares in value should be 
comparable to the market shares in volume; (ii) in the possible narrower OTT segment, its market share is 
estimated at [0 -5]%, in both value and volume. United Group’s market share, in the possible segment of 
the retail provi sion of pay -TV services via OTT in 2019, is estimated to be below [0 -5]%, both in value 
and volume. In addition, the Parties submit that OTT services in Cyprus are offered by the local telecom 
operators (Cytavision, Cablenet, Primetel and MTN) and global o perators (such as Netflix). (Form CO 
paragraph 199; Annex 11. 1 to the Form CO; Response to Commission’s RFI dated 17 July 2020). The 
Parties’ combined market share is, therefore, estimated to be below [0 -5]% (both value and volume), in 
the possible market  for the retail supply of OTT services, and therefore, as to the market for pay -TV 
services in Cyprus the Transaction does not lead to affected markets and is not liable . to impede effective 
competition. Respondents to Commission’s market investigation, on  the supply -side, have confirmed that 
“[t]he Transaction is not expected to have any impact on the intensity of competition in the retail market 
for the supply of TV services in Cyprus”. (Questionnaire Q1, replies to questions 8.1.2 and 8.1.2.1).  
41  Form C O, paragraphs 193 -195. 
42  Form CO, paragraphs 197 -199. 


 
 
15 significant market position , who will continue exerting a significant competitive 
constraint on the merged entity. The Commission’s market investigation has 
confirmed their significant presence.  49  
(71) Third, the ma rket investigation indicated an  absence of competition concerns.50 A 
vast majority of r espondents considered that the Transaction  would not have a 
negative  effect  on the market for the retail supply of pay -TV services.51  
(72) Additionally, t he Commission observes t hat the market investigation  indicated  that 
potential advantages  to competition could  arise from the Transaction, to the extent 
that “ it will provide Forthnet with extra financing, which will improve its status in 
the market ”.52  In that respect, from the supply side, a pay -TV provide r active in 
Greece considers that [...].53 The Transaction is, therefore, likely to result in an 
increase in competition in the retail market for the supply of pay -TV services  in 
Greece .54  
(73) On the basis of the foregoing, the Commission concludes that the Tra nsaction does 
not raise serious doubts as to its compatibility with the internal market with respect 
to horizontal non -coordinated effects  as to the market for the retail provision of 
pay-TV services  and its possible narrower sub -segments (according to: (i) linear 
and non -linear p ay TV services ; (ii) basic and premium p ay TV services ; and (iii ) 
the distribution technology employed),  in Greece . 
5.4. Non-horizontally affected markets  
(74) As set out in paragraph (39), call termination service s are wholesale service s 
provided by network operators that allow users of different networks t o 
communicate with each other. The market for wholesale termination of c alls on 
mobile fixed networks is therefore vertically related to the retail markets for fixed 
and mobile telephony services . In this regard, the Transaction gives rise to the 
below  vertically affected markets  in the telecommunications sector:  
(a) the upstream market for the wholesale provision of call termination services on 
Forthnet’s fixed network in Greece, in connection with : 
                                                 
49  Questionnaire Q1 – Replies to questions 2.3 [ ...] 
50  The Commission recal ls that, as set out in paragraph (3) Forthnet is also active in the production of its 
own TV channels (and its own TV content), which it subsequently offers to pay -TV providers, active 
downstream, at the retail supply of TV services (see also Reply of Wind  to question 3.2 –Questionnaire 
Q1). This upstream market for the “wholesale supply and acquisition of TV channels” is not an affected 
market. In any event, the Commission considers that the Transaction is not likely to indirectly affect this 
upstream mark et, as result of the  increase of merged entity’s market position downstream: Due to 
marginal increment to be brought, as discussed in this section, the Transaction is not in the nature of 
reinforcing the merged entity’s market position. Second, according t o the Notifying Party, OTE is also 
active on the production and supply of TV content, and will exert a pressure in the entity post -Transaction. 
Third, the  Commission considers that it will be in Forthnet’s interest to distribute its channels and content 
to a large number of TV platforms, with the aim to attract a large customer base. In this regard, it will not 
have the incentive to offer its content at unfavorable terms.  
51  Questionnaire Q1 – Replies to questions 8.1.1.1 and 6.1.  
52  Questionnaire Q1 – Reply by a federation active in Greece, in question 8.1.1.1.  
53  Questionnaire Q1 – Reply to question 6.1.  
54  Questionnaire Q1 – Replies to question 8.1. 1. (Vodafone Group; S.E.P.E.: Federation of Hellenic ICT 
Enterprises ). 
 
 
16 - the downstream market for the retail provision  of mobile communication 
services in  the countries where United Group is active ( Slovenia, Croatia and 
Bulgaria ); and  
- the downstream market for the retail provision of fixed telephony services in 
the countries where United Group is active ( Slovenia  and Bulgaria ); 
(b) the upstream market for the wholesale provision of call termination serv ices on 
United Group’s fixed networks in Slovenia (Telemach) and Bulgaria (BTC) in 
connection with the downstream market  for the retail provision of fixed 
telep hony services in Greece  (Forthnet) ; 
(c) the upstream  market for the wholesale provision of call termination services on 
United Group’s mobile networks in Slovenia (Telemach), Croatia (Tele2) and 
Bulgaria (BTC) in connection with the downstream market for the retail 
provision of fixed telephony services in G reece  (Forthnet) . 
Table 3 : Non-horizontally  affected markets in Greece, Slovenia, Croatia and Bulgaria    
Upstream markets  Downstream markets  
Wholesale fixed call termination 
services : 
- Forthnet (100% in Greece)  (i) Retail mobile telecommunications 
services:  
- United Group: Slovenia, Croatia and 
Bulgaria  
(ii) Retail fixed telephony services in:  
- United Group: Slovenia, Bulgaria  
Wholesale fixed call termination 
services : 
- United Group: 100% in Slovenia 
(Telemach); 100% in Bulgaria (BTC)  (ii) Retail f ixed telephony services in:  
- Forthnet: Greece  
Wholesale mobile call termination 
services : 
- United Group: 100% in Slovenia 
(Telemach); 100% in Bulgaria (BTC); 
100% in Croatia (Tele2)  
   Source: Form CO  
  


 
 
19 (79) First, the Notifying Party submits that the markets for provision of wholesale 
mobile call termination  services are subject to ex ante  regulation  in the Member 
States. Such national regulations ensure that access to call termination is granted on 
reasonable conditions and rates remain reasonable and non-discrim inatory . In 
addition, the Notifying Party submits that,  by 31 December 2020 , mobile  and fixed  
termination rates will no longer be established by the national regulators, but by the 
Commission through a delegated act.58 Therefore, in the Notifying Party’s vi ew, in 
line with previous Commission decisions ,59 the merged entity would not have the 
ability to discriminate against  Forthnet’s competitors in Greece for access to 
mobile call termination services in Slovenia, Croatia and Bulgaria .60 
(80) Second, the Notifying Party asserts, in e ssence, that any attempt  by United Group 
to foreclose Forthnet’s competitors in Greece, by means of wholesale mobile call 
termination services  is unlikely to be effective, since  neither  Telemach, Tele2 or 
BTC  can influence the cost struc ture of Forthnet’s competitors in a significant 
manner.61 According to the Notifying Party, traffic flows originating from Greece 
and terminating  in Slovenia, Croatia or Bulgaria  are extremely limited . Any 
attempt , therefore, by United Group to increase its  termination charges would have 
little or no impact on the cost structure of Forthnet’s competitors in Greece . In 
addition, the Notifying Party submits that  traffic flows originating from Slovenia, 
Croatia and Bulgaria and terminating to  Greece, are limite d. Therefore, Forthnet 
cannot influence the cost structure of United Group’s competitors in Slovenia, 
Bulgaria and Croatia.62 
5.4.1.1.2.  The Commission's assessment  
(81) The Commission considers that the Transaction does not raise any input foreclosure 
concerns on the market for retail fixed telephony services in Greece, by means of 
discrimination against Forthnet’s competitors for access to call termination services 
in the countries where United Group operates (Slovenia, Croatia and Bulgaria) or 
by degr ading terms and conditions for access to these services, for the following 
reasons .  
(82) First,  the Commission notes  the existence of a regulatory framework for the 
electronic communications networks and services comprising of five Directives. 
This legislative  package aims at establishing a harmonised regulatory framework 
for networks and services across the EU . Pursuant to Article 15 of the Framework 
Directive,63 the Commission is required to adopt a recommendation on relevant 
product and services markets with the aim to identify those product and services 
markets within the electronic communications sector whose characteristics justify 
the imposition of regulatory obligations. The market for wholesale call termination 
services on mobile networks has been identi fied as one of these markets and as 
such has been listed in the Annex to the Recommendation  on the relevant product 
and service markets within the electronic communication sector  of 9 October 
                                                 
58  Form CO, paragraph 216.  
59  Commission decision s: of 15  July 2019 in case M.9370, Telenor/DNA , paragraph 136; of 3 April 20 20 in 
case M.9679, United Group/Bulgarian Telecommunications Company, paragraph 95.   
60  Form CO, paragraph 217.  
61  Form CO, paragraph 232.  
62  Form CO, paragraphs 219 -220. 
63  Directive 2002/21/EC of the European Parliament and of the Council on a common regulatory framework  
for electronic communication networks and services . OL L 108, 24 04 2002, p. 0033 -0050.  
 
 
20 2014 ,64 which the Commission has adopted pursuant to the Framewor k Directive. 
By this inclusion, this market is subject to ex ante  regulation.65 Pursuant to this ex 
ante regulation, which is laid out in the specific Directives , the National Regulatory 
Authorities  (“NRAs”)  have designated operators with significant market  power, 
including operators of wholesale call termination  services on mobile networks, and 
imposed on them a number of regulatory obliga tions. Accordingly, t he Slovenian, 
Croatian and Bulgarian NRAs, by virtue of the relevant decisions, have designated 
Telemach (United Group), Tele2 (United Group) and BTC (United Group) as 
operators holding significant market power in the market for the provision of 
wholesale mobile call termination services.66  
(83) Those regulatory obligations include access  to and use of specific network 
facilities .67 In this regard, operators are required, inter alia , to give third parties 
access to specified network elements, to negotiate in good faith with undertakings 
requesting access and to not withdraw access to facilities already gr anted. 
Additional obligations include transparency ( in relation to the publication of draft 
interconnection agreement s on the network operator’s website),68 non-
discrimination , to ensure that operators apply equivalent conditions in equivalent 
circumstances  to undertakings providing equivalent services,69 including a ban on 
favouring their own services,  and price control. 70  
(84) Furthermore, as established by Article 75 of the European Electronic 
Communications Code,71 by 31 December 2020 the Commission shall adop t a 
delegated act setting the Eurorates (a single Union -wide mobile and a single 
Union -wide fixed termination rate). More precisely, the European Electronic 
Communications Code, with the aim to “ reduce the regulatory burden in 
addressing the competition pr oblems relating to wholesale voice call termination 
consistently across the Union ”, empowers the Commission to establish by means 
of a delegated act a single maximum voice termination rate for mobile services , 
that apply Union -wide . That means that termina tion rates, currently established by 
the Bulgarian, the Slovenian and the Croatian regulators, will be determined by the 
European Commission through a delegated act , to be adopted pursuant to the said 
                                                 
64  Commission Recommendation of 9 October 2014, on relevant product and service markets within the 
electronic communications sector susceptible to  ex ante regulation in accordance with Directive 
2002/21/EC of the European Parliament and of the Council on a common regulatory framework for 
electronic communications networks and services. OJ L 295, 11.10.2014, p. 79 –84 (revising the 
Recommendation 2007 /879/EC of 17 December 2007 . 
65  Ibid.  
66  For Telemach (ex Tusmobil), see decision of Agency for Communication Networks and Services of the 
Republic of Slovenia (AKOS), No  38294 -8/2009 -3 of 24.09.2009; For Tele -2, see decision of Croatian 
Regulatory Autho rity for Network Industries (HAKOM) 376-11-13-16, of 10 June 2013; For BTC see 
decision of Communications Regulations Commission (CRC) of 23 June 2016.  
67  Article 12 of  the Access Directive.   
68  Article 9 of the Access Directive . 
69  Article 10 of the Access Directive . 
70  With respect to Slovenia, see Commission decision of 8 March 2016, in case SI/2016/1841 : Wholesale 
voice call termination on individual mobile networks in Slovenia – Remedies . With respect to Bulgaria, 
see Commission Decision of 21 Nov ember 2016 in case BG/2016/1924, Call termination on individual 
mobile telephone networks in Bulgaria and corresponding national market review performed by the 
national regulatory authority . With respect to Croatia, see Commission Decision of 13 February 2 019 in 
;case HR/2019/2140: Wholesale voice call termination on individual mobile networks in Croatia . 
71  Directive (EU) 2018/1972 of the European Parliament and of the Council of 11 December 2018 
establishing the European  Electronic Communications Code.  
 
 
21 Directive . The Commission observes that while the said act is not yet in force, the 
fact that its introduction is imminent implies that even if the merged entity could 
discriminate – which does not appear likely in light of the reasons set out in this 
section  – any such effects would not be long -term.  
(85) In additi on, the Commission observes that the provision of wholesale mobile call 
termination services originating from Greece and terminating in Slovenia, Croatia 
and Bulgaria, –ie., to Telemach, Tele2 and BTC and their competitors are limited .72 
In this regard, the Commission considers that any increase by the merged entity of 
its termination charges upstream would have little or no impact on the cost 
structure of the merged entities ’ competitors in Greece . Therefore,  a possible input 
foreclosure  strategy is unlikely to be profitable for the merged entity . In addition , in 
view of the small traffic volume  of fixed calls originating from Greece and 
terminating in Slovenia, Croatia or Bulgaria , the Transaction is not expected to 
have a detrimental ef fect on competition in the downstream market for the retail 
supply of fixed telephony services in Greece.   
(86) The Commission further considers that the Transaction does not lead to any 
customer foreclosure concerns , in United Group’s network in Slovenia, Croa tia and 
Bulgaria.  
(87) In that respect , the Commission observes that Forthnet’s presence  in the downstream 
market for the retail supply of fixed telephony services is limited ( estimated below 
[5-10]% in value). Assuming possible segmentations of this market, i n the possible 
narrower segment of VoIP services, Forthnet held a market share of [0-5]% (in 
value). The Commission observes that i n the possible segment of fixed lines, in 
2019, Forthnet’s presence appears to be  more  significant (with a market share of [20-
30]%, in value, and [30-40]% in volume). Ιn 2017 and 2018, however, the respective 
market shares Forthnet held in this possible sub -segment, were more limited ( [10-
20], in value and [10-20]%, in volume). The Parties submit that, t he significant 
increase in Forthnet’s 2019 market shares is due to [information related to a 
competitor’s activities ].73  
(88) The Commission considers that in view of the regulatory obligations applicable to 
the upstream market for wholesale mobile call termina tion services, set out in 
recitals (82)-(84), foreclosure of United Group’s  rivals in the upstream market, 
cannot be effective.  Such obligations  include  an obligation  on operators to  meet a 
reasonable request for access to and use of their network facilities, in, inter alia , 
situations “ where denial of access or unreasonable term s and conditions having a 
similar effect would hinder the emergence of a sustainable competitive market at 
the retail level ”.74 In that respect, the Commission recalls that such regulatory 
obligations aim at addressing market failures identified at retail level.75  Additional 
obligations such as  non-discrimination  or price control  are likely to reduce , the 
                                                 
72  In line with the Notifying Party’s submission, the traffic flow originating from Greece (all operators, in 
minutes), in 2019, and terminating in Slovenia, Bulgaria and Croatia, represented respectively: [0 -5]% ; 
[5-10]% % and [0 -5]% of total internationa l traffic which terminates in Telemach’s, BTC’s and Tele2’ 
network, respectively.  (Information generated from Annexes 11.1, 11.2, 11.3 and 11.4 to the Form CO).  
73  Reply to Commission’s request for information dated 30 July 2020.  
74  Article 12 of the Access Directive.  
75  See Commission’s Recommendation of 9 October 2014, recital (7), providing that “For both the 
Commission and national regulatory authorities the starting point for the identification of wholesale 
markets susceptible to ex ante  regulatio n is the analysis of corresponding retail markets”.  
 
 
22 merged entity’s incentive to reduce purchase s from United Group’s rivals  in the 
upstream market , since United Group will not have the possibility to benefit from 
higher prices in the upstream market .   
(89) On the basis of the data provided by the Notifying Party, in this market there are 
alternative operators active, with higher market shares  in the overall market of 
retail fixed telephony services  (in 201 9, OTE: of [50-60]%, Vodafone: [20-30]% 
and Wind: [10-20]%, in volume) .76 With regard to a possible segment for fixed 
voice services, the Commission’s market investigation indicated that alternative 
telecoms operators are active in this narrower possible se gment , where Forthnet has 
a modest market share of  [30-40]%.77 In view of this , the Transaction is not 
expected to have detrimental effects on the  upstream market for  the provision of  
wholesale  mobile call termination services in Slovenia, Croatia and Bulga ria.  
(90) Finally,  the Commission notes that the vast majority of the respondents to the  
market investigation did not raise any concerns related to vertical issues arising 
from the Transaction in the market for wholesale mobile call termination services 
on the one hand, and the retail supply of fixed telephony  services on the other 
hand.78 In that respect, according to a Greek telecommunications operator, no 
“material change in the structure of th e retail market for fixed telephony services ” 
should be anticipated in the foreseeable future.79 
(91) Therefore, the Commission considers that t he Transaction will not have any 
appreciable negative impact on prices or other terms or conditions in the 
downstream market s for the retail supply of fixed telephony services  (and all 
possible sub -segments set out at paragraph (32)), in Greece . 
(92) On the basis of the foregoing, the Co mmission concludes that the Transaction does 
not give rise to serious doubts as to its compatibility with the internal market  in 
relation to the vertical link between the upstream markets for wholesale mobile  call 
termination services and  the downstream ma rket for  retail supply of fixed 
telephony  services.  
5.4.1.2.  Wholesale market for fixed call termination services – Retail market for fixed 
telephony services and retail market for mobile telecommunications services  
(93) Forthnet is active on the market for wholesale fixed call termination services on its 
own network in Greece. United Group is also active on the market  for wholesale 
fixed call termination services  on its own networks in Slovenia and Bulgaria. The 
wholesale  market where the Parties hold 100% market share on their own networks 
is upstream of the markets for (i) the retail supply of fixed telephony services and 
(ii) the retail supply of mobile communication services, where the Parties’ market 
shares are presen ted in the Tables (4) and (5) above.  
                                                 
76  Annex 11.1 to the Form CO . 
77  Questionnaire Q1 – reply to questions 3.2,4,  and 5.2.  
78  Questionnaire Q1 – Vodafone’s response to question 7.1.1.  
79  (“over the next 3 -5 years) Questionnaire Q1 – reply t o questions 7.1, 7.1.1, 7.4 and 7.4.1.  
 
 
23 5.4.1.2.1.  Wholesale market for fixed call termination services – Retail market for 
fixed telephony services .  
5.4.1.2.1.1.  The Notifying Party’s view  
(94) The Notifying Party submits that the Transaction will not result in any 
anticompetitive foreclosure concerns for the reasons set out below.  
(95) First,  the Notifying Party submits that the market for  the provision of wholesale 
fixed call termination services are subject to  ex ante  regulation by the respective 
national regulator y authorities . Such regulation s ensure that access to call 
termination is granted on reasonable conditions and rates remain reasonable and 
non-discriminatory . In addition,  as set out in paragraph (75) following the adoption 
of the respective delegated act, by 31 December 2020, mobile and fixed 
termination rates will no longer be established by the national regulators, but by the 
Commission through a delegated act.80 Therefore, in the Notifying Party’s view, in 
line with previous Commission decisions,81 the merged entity would not have the 
ability to discriminate against  each United Group ’s competitors in Slovenia,  
Bulgaria  and Forthnet’s competitors in Greece , for access to fixed call termination 
services in these countries.82  
(96) Second, the Notifying Party asserts that in essence, any attempt by the Parties to 
foreclose each other’s competitors is unlikely to be effective, since neither Forthnet  
nor United Group  can influence  the cost structure of Telemach/ BTC and Forthnet’s 
competitors, respectively, in a significant manner. In view of the extremely limited 
traffic flows between, on the one hand Slovenia, Bulgaria and Greece, on the other 
hand, according to the Notifying Party, any attempt by Forthnet  or United Group  to 
increase its termination charges would have little or no impact on the cost structure 
of United Group’ s competitors in Slovenia and Bulgaria and on Forthnet’s 
competitors in Greece .83 
5.4.1.2.1.2.  The Commission’s assessment  
(97) The Commission , first, considers that the Transaction does not raise any input 
foreclosure concerns  with respect to the market for  (i) the retail supply of fixed 
telephony services in Slovenia and Bulgaria,  and (ii) the retail supply of fixed 
telephony services in Greece,  by means of discrimination against Telemach’s 
(United Group) and BTC’ (United Group) competitors for access to fixed call 
termination services in Greece , and Forthnet’s competitors for access to fixed call 
termination services in Slovenia and Bulgaria, or by degrading terms and conditions 
for access to these services, for the following reasons.  
(98) In line with what ha s been discussed in recital (82), the Commission notes  that, 
pursuant to Article 15 of the Framework Directive, the upstream market for the 
provision of wholesale call termination services on fixed networks  is included in 
the Annex to Commission’s Recommendation , on the relevant product and service 
markets within the electronic communication sector susceptible to ex ante  
                                                 
80  Form CO, paragraphs 228 -231. 
81  Commission decision s: of 15  July 2019 in case M.9370, Telenor/DNA , paragraph 136; of 3 April 2020 in 
case M.9679, United Group/Bulgarian Telecommunications Company, paragraph 95.   
82  Form CO, paragraph 217.  
83  Form CO, paragraph 232.  
 
 
24 regulation.84 In this regard, the National Regulatory Authorities, in each of Greece, 
Slovenia and Bulgaria have imposed a number of regulatory o bligations on 
operators holding a significant market power.85 Such regulatory obligations include 
obligation of access to and use of specific network facilities.86 Accordingly, the 
Slovenian, Bulgarian and Greek NRAs, by virtue of the ir decisions, have 
desig nated Telemach (United Group), BTC (United Group) and Forthnet (Greece) 
as operators holding significant market power in the market for the provision of 
wholesale fixed call termination services.87 
(99) In this regard, network operators should meet reasonable re quests for access to and 
use of their network elements and associated facilities. Additional obligations 
include, transparency (in relation to  publication of draft interconnection agreement s 
on the network operator’s website),88 non-discrimination, aiming a t ensuring that 
operators apply equivalent conditions in equivalent circumstances to undertakings 
providing equivalent services, including a ban on favouring their own services89 
and price control. 90   
(100)  Furthermore , as established by Article 75 of the Europe an Electronic 
Communications Code, by 31 December 2020 the Commission shall adopt a 
delegated act setting the Eurorates (a single Union -wide mobile and a single 
Union -wide fixed termination rate).  More precisely, the European Electronic 
Communications Code , with the aim to “ reduce the regulatory burden in 
addressing the competition problems relating to wholesale voice call termination 
consistently across the Union ”, empowers the Commission to establish by means 
of a delegated act a single maximum voice term ination rate for fixed services that 
apply Union -wide. That means that termination rates, currently established by the 
Bulgarian,  Slovenian  and the Greek  regulators, will be set by the European 
Commission through a delegated act , to be adopted pursuant to the said Directive . 
The Commission observes that while the said act is not yet in force, the fact that its 
introduction is imminent implies that even if the merged entity could discriminate  –
which does not appear likely in light of the reasons set out in t his section – any such 
effects would not be long -term.  
                                                 
84  Commission Recommendation of 9 October 2014, on relevant product and service markets within the 
electronic communications sector susceptible to ex ante regulation in accordance with Directive 
2002/21/ EC of the European Parliament and of the Council on a common regulatory framework for 
electronic communications networks and services. OJ L 295, 11.10.2014, p. 79 –84. 
85  With respect to  Greece, see Commission decision of 10/03/20 14 in case EL/2OL4/1563, Wh olesale call 
termination on individual public telephone networks provided at a fixed location in Greece , With respect 
to Bulgaria, see Commission Decision of 26 May, 2016 in case BG/2016/1862, Call termination on 
individual public telephone provided at a f ixed location in Bulgaria . With respect to Slovenia, see 
Commission Decision of 7 March 2016, in case SI/2016/1840, Wholesale call termination on individual 
public telephone networks provided at a fixed location in Slovenia – Remedies.  
86  Article 12 of Directive 2002/19/EC of the European Parliament and of the Council of 7 March 2002 on 
access to, and interconnection of, electronic communications networks and associated facilities (Access 
Directive) , O.J. L. 108, 24.04.2002, p.007.  
87  For Telemach, see decision of Agency for Communication Networks and Services of the Republic of 
Slovenia (AKOS), No 38294 -8/2009 -3 of 24.09.2009; For BTC see decision of Communications 
Regulations Commission (CRC) of 23 June 2016; For Forthnet see decision  of EETT No 714/09 of 28 
April 2014 (third round of analysis).  
88  Article 9 of the Access Directive . 
89  Article 10 of the Access Directive . 
90  Article 13 of the Access Directive.  
 
 
25 (101)  Therefore , Forthnet will not have the ability to discriminate against United Group’s 
competitors in Slovenia and Bulgaria for access to fixed call termination services in 
Greece. Similarly, United Group  would not have the ability to discriminate against 
Forthnet’s competito rs in Greece  for access to fixed call termination in Slovenia  
and Bulgaria . 
(102)  In addition , the Commission observes that the provision of (i) wholesale fixed call 
termination services in Slovenia and Bulgaria to Greece  (fixed networks)  and (ii) 
wholesale fixed call termination services in Greece to Slovenia, and Bulgaria  (fixed 
networks ) are limited. 91  In this regard, the Commission considers that any increase 
by the merged entity of its termination charges would have little or no impact on 
the cost structure of the merged entities’ competitors in these countries. Therefore,  
a possible  input  foreclosure strategy is unlikely to be profitable for the merged 
entity. In addition, in view of th e small traffic volume, the Transaction is not 
expected to have a detrimental effect on the downstream retail markets for fixed 
telephony services in Slovenia, Bulgaria and Greece . 
(103)  The Commission, second, considers that the Transaction does not lead to any  
customer foreclosure concerns in the market for the provision of wholesale fixed call 
termination services  nor in the countries where United  Group  is active  (Slovenia and 
Bulgaria) neither in Greece (Forthnet’s network ). 
(104)  In that respect, the Commission observes that Forthnet’s presence on the 
downstream market for retail fixed telephony services in Greece is limited ( [5-
10]%, see also recital (85)). United Group is active in Slovenia, where , on the 
market for the  retail provision of fixed telephony services , it holds a market share 
of [30-40]% (Telemach) and in Bulgaria, with a market share of [80-90]% (BTC).92 
The Commission, on the ba sis of the provided information, observes that in 
Slovenia there are alternative operators active, with Telecom Slovenia holding a 
market share of [30-40]%.93 In Bulgaria, nevertheless, the merged entity will hold a 
strong presence in the downstream market for the retail supply of fixed telephony 
services. The Commission, however, considers, that to the extent that each network 
operator holds a 100% market share in its individual network in the upstream 
market  for wholesale fixed call termination services,  and, as set out in recital (100) , 
and in line with what has been discussed in recital (88) regulatory obligations exist, 
foreclosure of rivals in the upstream market is not effective. To the extent that fixed 
voice call termination rates is envisaged to be established by the European 
Commission, following adoption of the relevant d elegated act, the merged entity 
will not be in a position to  impede  United Group’s and Forthnet’s competitors 
from obtaining access to fixed call termination services, in the Greece on the one 
hand, and, on the other hand, in Slovenia and Bulgaria.    
                                                 
91  In line with the Notifying Party’s submission, the incoming traffic flow t o Slovenia (Telemach) and 
Bulgaria (BTC), originating from Greece (all operators; fixed networks, minutes) represented: [0 -5]% and 
[0-5]%, against total international traffic which terminates in Telemach’s and BTC’s network, 
respectively. Similarly, the in coming traffic flow to Greece (all operators; fixed networks, minutes), 
originating from Slovenia (all operators) and Bulgaria (all operators), represented, respectively: [0 -5]% 
and [0 -5]% from all other International and Transit Operators that Forthnet is  in commercial agreement 
with. (Information generated from Annexes 11.1, 11.2 and 11.4 to the Form CO).  
92  Assuming possible segmentations of the market, the Commission recalls that United Group’s achieved 
market shares do not materially differ than those achieved in the overall market for retail fixed 
telecommunication services (see footnote 60).  
93  Annex 11.2 to the Form CO.  
 
 
26 (105)  Finally, the Commission notes that the  majority of the respondents to the market 
investigation did not raise any concerns related to  the vertical issues arising from 
the Transaction in the market for wholesale fixed call termination services on the 
one han d, and the retail supply of fixed telephony services , on the other hand.94 The 
market investigation has confirmed that the level of competition in these markets, 
in Greece, is anticipated to not change as a result of the Transaction.95 In addition, 
from the supply -side, telecommunications operators active in Bulgaria and 
Slovenia, do not expect “ any changes in the level of competition ” in the countries 
where they operate.96 
(106)  Furthermore, according to some participants to the market investigation, the 
Transactio n will improve Forthnet’s financial position, which is, accordingly, 
expected to “ improve [Forthnet’s]  status on the market ” for retail fixed telephony 
services.97 To the extent that Forthnet, post -Transaction may gain access to 
financial  resources, as has been observed in the context of the market investigation,  
[...].98 In this regard, the Transaction is likely to intensify competition in fixed 
telecommunications markets.99  
(107)  On the basis of the foregoing , the Commission concludes that the Transaction does 
not give rise to serious doubts as to its compatibility with the internal market  in 
relation to the vertical link between the upstream market for wholesale fixed  call 
termination services and  the downstream markets for  retail supply of fixed 
telephony  services (and its possible sub -segments into fixed voice services and 
VoIP services) . 
5.4.1.2.2.  Wholesale market for fixed call termination services – Retail market for 
mobile communication services .  
5.4.1.2.2.1.  The Notifying Party’s view  
(108)  The Notifying  Party submits that the Transaction will not result in any 
anticompetitive foreclosure concerns.  
(109)  In addition to the arguments put forth in recital  (96), the Notifying  Party asserts that 
any attempt by Forthnet to foreclose United Group’s competitors is unlikely to be 
effective, since Forthnet cannot influence the cost structure of 
Telemach/Tele2/BTC’ competitors in a significant manner. In view of the 
extremely limited  traffic flows between, on the one hand Slovenia, Croatia, 
Bulgaria and Greece, on the other hand, according to the Notifying Party, any 
attempt by Forthnet to increase its termination charges would have little or no 
impact on the cost structure of United Group’s competitors in these countries.100 
                                                 
94  Questionnaire Q1 – replies to questions 7.1.1, 7.2.1, 7.3 and  7.3.1.  
95  Questionnaire Q1 – replies to questions 7.1, 7.2, 7.3 and  7.4 (Telenor Bulgaria).  
96  Questionnaire Q1 – replies to questions 7.1.1 and 7.2.1 (Telenor Bulgaria, Telekom Slovenia).  
97  Questionnaire Q1 – replies to question 7.1.1.  
98  Questionnaire Q1 – replies to question 7.1.1 . 
99  Questionnaire Q1 – replies to qu estions 7.1, 7.2, 7.2.1 (Vodafone Group) 7.3, 7.4 (S.E.P.E.: Federation of 
Hellenic ICT Enterprises) , 7.4.1 (Vodafone Group) and 8.1.1.1 . 
100  Form CO, paragraphs 219 and 232 . 
 
 
27 5.4.1.2.2.2.  The Commission’s assessment  
(110)  First, the Commission considers that the Transaction does not raise any input 
foreclosure concerns  in the market for the retail supply of mobile communication 
services in Slo venia, Croatia and Bulgaria.  
(111)  The Commission observes that, for the reasons set out in recitals (98) - (100) , the 
merged entity will not have the ability to discriminate against United Group’s 
competitors in Slovenia, Croatia and Bulgaria, for access to fixed call termination 
services in Greece. Accordingly, the Commission also c onsiders that the merged 
entity will also not have the ability to otherwise degrade terms and conditions for 
the provision of wholesale fixed call termination services.  
(112)  In addition, the Commission ob serves that the provision of  wholesale fixed call 
termination services,  originating from Slovenia , Croatia and  Bulgaria (mobile 
networks) and terminating to Greece are limited .101 In this regard, the Commission 
considers that any increase by the merged entity of its termination charges would 
have little or no impa ct on the cost structure of United Group’s competitors in these 
countries. Therefore, in view of the small traffic volume,  the Transaction is not 
expected to have a detrimental effect on competition in the downstream markets for 
the supply of retail  mobile communication services, in Slovenia, Croatia and 
Bulgaria.  
(113)  The Commission, second, considers that the Transaction does not lead to any 
customer foreclosure concerns in the wholesale market for the provision of fixed call 
termination services in Gre ece. 
(114)  In that respect, the Commission observes that United Group’s market shares in the 
countries where it operates are modest (for Telemach: [10-20]%, Tele2: [20-30]% 
and BTC: [20-30]%). Furthermore,  due to the existence of regulatory obligations in 
the up stream market for wholesale fixed call termination services which Forthnet is 
subject to, as set out  in recital  (100) , in line with what has been disc ussed in recital 
(88) and recital (104) , foreclosure of Forthnet’s rivals in the upstream market is not 
effective.  On the ba sis of the data provided by the Notifying Party, in this market, 
there are alternative operators holding higher market shares, in 2019 such as: 
“Telekom Slovenije”, and “A1 Slovenia” holding, respectively, a market share of 
[40-50]% and [20-30]%, in Sloven ia; “HT” and “A1”, with a market share of, 
respectively, [40-50]% and [30-40]%, in Croatia; and “Telenor” and “A1 Bulgaria” 
holding, respectively, a market share of [40-50]% and [30-40]%, in Bulgaria.102 In 
view, therefore, of a sufficient large customer bas e to be addressed , other than the 
merged entity’s customer base, the Transaction is not expected to have a 
detrimental effect on the  upstream market for the provision of wholesale fixed call 
termination services in Greece.  
(115)  Assuming possible segmentations o f the market, the Commission recalls that 
United Group’s market shares remain moderate and similar to those achieved in the 
overall market for retail mobile communication services (see footnote 5 6). 
                                                 
101  In line with the Notifying Party’s submission, the traffic flow originating fro m Slovenia (Telemach), 
Bulgaria (BTC), and Croatia (Tele2) and terminating to Greece represented (in minutes): [0 -5]%; [0 -5]%;  
and [0-5]%, against total incoming traffic from all other International and Transit Operators that Forthnet 
is in commercial agre ement . (Information generated from Annexe 11.1 to the Form CO).  
102  Annexes 11.2, 11.3 and 11.4 to the Form CO.  
 
 
28 However, in certain sub -segments, and in particular, in a  possible segmentation per 
type of customers and per type of services, United Group appears to hold an 
important market share in Bulgaria ( [30-40]% in a possible narrow segment for 
private customers; [40-50]% -by value - in a possible narrow segment for SMS ) and 
in Croatia ( [30-40]%, in both value and volume, in a possible sub -segment for 
MMS). The Commission observes the presence of alternative operators in these 
possible sub -segments.103 In the context of the market investigation, it has been 
indicated that the Transaction will provide Forthnet with additional financing. In 
that respect , a market participant observes  that [...]. Therefore , [...], and is likely to 
lead into an intensification of competition in  the market for the provision of 
wholesale fixed call termination services in Greece .104 Additionally, according to a 
participant, if voice traffic increases as a result of the Transaction, there will be 
more opportunity , for other operators to win traffic.  As has been further observed, 
in view of Forthnet’s upcoming entry in the retail mobile market as a Mobile 
Virtual Network Operator, Forthnet should attempt to increase its customer base. 
On the basis of the foregoing, it will not be profitable for the mer ged entity to 
engage in a customer foreclosure strategy. The market investigation confirmed that 
telecommunication operators, active in Bulgaria, Croatia and Slovenia do not 
expect competition in the retail market for mobile communication services, in the 
countries where they operate to be affected, as a result of the Transaction.  
(116)  Finally, the Commission notes that the  majority of the respondents to the market 
investigation did not raise any concerns related to  the vertical issues arising from 
the Transact ion in the market for wholesale fixed call termination services on the 
one hand, and the retail supply of mobile communication  services , on the other 
hand.105 
(117)  On the basis of the foregoing , the Commission concludes that the Transaction does 
not give rise to serious doubts as to its compatibility with the internal market  in 
relation to the vertical link between the upstream market for wholesale fixed  call 
termination services and  the downstream market for  retail mobile 
telecommunication s services  and its possi ble sub -segments (between pre -paid and 
post-paid; private and business customers; or per type of service provided) . 
  
                                                 
103  Questionnaire Q1 –replies to question 5.2 (Telenor Bulgaria; HT Croatia).  
104  Questionnaire Q1 –replies to questions 7.3, 7.3.1 and 7.4.1.  
105  Questionnaire Q1 – replies to questions 7.2, 7.3 and 7.3.1.  
 
 
29 6. CONCLUSION  
(118)  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  
Executive Vice-President