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, 21.12.2021  
C(2021 ) 9951 final  
PUBLIC VERSION  
 
United Group  B.V.  
Spicalaan 41   
2132 JG Hoofddorp  
The Netherlands  
Subject : Case M. 10475 – UNITED GROUP/WIND HELLAS  
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 16 November 2021 , the European Commission (“the Commission”) received 
notification of a proposed concentration pursuant to Article 4 of the Merger 
Regulation by which United Group BV (“United Group”, the Netherlands) intends to 
acquire, within the meaning of Article 3(1)(b) of the Merger Regulation, sole control 
of the whole of Wind Hellas (“Wind”, Greece) (the “Transaction ”). United Group is 
designated hereinafter as the “Notifying Party”, while United Group and Wind are 
jointly 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’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  
(2) United Group  is active in the provision of telecoms and media services in 
South eastern  Europe. Its activi ties focus on the production and supply of pay -TV 
channels and audio -visual content, and the retail distribution of audio -visual 
services, broadband internet and fixed and mobile telecommunication services. 
United Group entered the Greek market in November  2020 with the acquisition of 
Forthnet (now renamed into Nova Telecommunication S.M.S.A. ("Nova")), a 
telecommunications operator that provides retail fixed telephony and retail 
broadband internet access in Greece as well as retail audio -visual services in  Greece 
and Cyprus, but no mobile telecommunications services.3 United Group is ultimately 
solely controlled by BC Partners LLP ("BC Partners ”, the United Kingdom ), an 
equity global investment firm .4 
(3) Wind  is a Greek telecommunications provider with headqua rters in Athens, Greece. 
It is active in Greece in the provision of wholesale and retail mobile telephony, retail 
fixed telephony, retail broadband internet access services, as well as retail audio -
visual services through its over -the-top ("OTT") platform,  and in the provision of 
multiple -play packages, i.e. packages that include a combination of fixed telephony, 
broadband internet services, mobile telephony and pay -TV services for a single 
price. Wind does not offer retail pay -TV services on a stand -alone basis, but only as 
part of multiple -play packages and in combination with its broadband internet 
services. Wind is indirectly wholly owned  by Crystal Almond Holdings Limited 
("CAH" , Guernsey ), an equity holding company.  
2. THE OPERATION  AND THE CONCENTRATION  
(4) On 14 August 2021, United Group and CAH, Wind's holding company, entered into 
a share purchase agreement  (the “SPA”) . Pursuant to the SPA , United Group will 
acquire Crystal Almond Intermediary Holdings (“CAIH”), a wholly -owned 
subsidiary of CAH, which indi rectly wholly owns Wind.5 The Transaction therefore 
consists in the acquisition of sole control over Wind by United Group within the 
meaning of Article 3(1)(b) EUMR.  
3. UNION  DIMENSION  
(5) The undertakings concerned have a combined aggregate world -wide turnover o f 
more than EUR 5 000 million6 (United Group/BC Partners: […] ; Wind: […]). Each 
of them has a  Union -wide turnover in excess of EUR 250 million  (United Group: 
[…]; Wind: […]). While Wind generated the entire ty of its turnover in Greece, 
                                                 
3 The Commission approved the acquisition of Forthnet by United Group on 13 August 2020 in Case M.9866  
-United Group/Forthnet https://ec.europa.eu/competition/mergers/cases1/20216/m9866 262 3.pdf . 
4  The Commission approved the acquisition of United Group by BC Partners on 17 December 2018 in Case 
M.9152 – BC Partners/United Group : 
https://ec.europa.eu/competition/mergers/cases/decisions/m9152 151 3.pdf . 
5  Before the Transaction, by means of a de -merger that should take place before 2 January 2022, Wind will 
spin-off its fibre roll -out business in an entity under the name of FibreCO. FibreCO shall, after de -merger, 
remain to be wholly (indirectly) owned by CAIH and part of the envisaged Transaction.  
6  Turnover calculated in accordance with Art icle 5 of the Merger Regulation . 
 
 
3 United Group did not  achieve more than two -thirds of its Union -wide turnover 
within one and the same Member State.  
(6) Therefore, the Transaction has a Union dimension pursuant to Article 1(2) of the 
Merger Regulation.  
4. MARKET DEFINITION  
(7) The Transaction concerns the following ma rkets in Greece: (i) the retail supply of 
mobile telecommunications services; (ii) the retail supply of fixed telephony 
services; (iii) the retail supply of fixed broadband internet access services; (iv) the 
retail supply of audio -visual services; (v) the retail provision of multiple play 
services; (vi) the wholesale market for termination and hosting of calls to non -
geographic numbers ; and ( vii) the wholesale supply and acquisition of TV channels.  
4.1. Retail supply of mobile telecommunications services  
4.1.1.  Product  market definition  
4.1.1.1.  Previous Commission decisions  
(8) In previous decisions, the Commission has identified an overall retail market for 
mobile telecommunications services constituting a separate market, distinct from 
retail fixed telecommunication services. The  Commission considered that the retail 
mobile telecommunications market does not need to be further segmented based on 
the type of service (voice calls, SMS, MMS, mobile Internet data services), or the 
type of network technology (2G, 3G, 4G).7 The Commissi on considered a number of 
possible segmentations of the overall retail market for mobile telecommunication 
services (pre -paid vs post -paid services;8 private customers vs. business customers;9 
high-value vs low -value customers;10 sim-card only (“SIMO”) and handset 
                                                 
7  Commission d ecision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 66; 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 207; Commission decision of 
1 September 2016 in case M.7758, Hutchison 3G Italy/Wind/JV , recitals 135 to 140; Commission decision of 3 August 
2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 74; Commission decision of 11 May 2016 in 
case M.7612 – Hutchison 3G UK/Telefón ica UK , recitals 259 to 265 and 287; Commission decision of 02 July 2014 in 
case M.7018 – Telefónica Deutschland/E -Plus, recitals 31 to55; Commission decision of 28 May 2014 in case M.6992 
– Hutchison 3G UK/Telefónica Ireland , recital 141; Commission decis ion of 12 December 2012 in case M.6497 – 
Hutchison 3G Austria/Orange Austria , recitals 43 to 58.  
8  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 64 to 67; 
Commission decision of 27 November 2018 in c ase M.8792 – T-Mobile NL/Tele2 NL , recital 202; Commission 
decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraphs 200 to 207; Commission decision of 1 
September 2016 in case M.7758 – Hutchison 3G Italy/Wind/JV , recitals 146 to 149; Commission decision of 3 August 
2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraphs 72 to 74; Commission decision of 11 May 2016 
in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 266 to 270 and 287; Commission d ecision of 2 July 2014 
in case M.7018 – Telefónica Deutschland/E -Plus, recitals 37 to 39 and 65 to 71; Commission decision of 28 May 2014 
I case M.6992 – Hutchison 3G UK/Telefónica Ireland , recitals 141 to 143; Commission decision of 12 December 2012 
in ca se M.6497 – Hutchison 3G Austria/Orange Austria , recitals 38 to 41 and 58.  
9  Commission d ecision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 64 to 67; 
Commission decision of 30 May 2018 in case M.7000  – Liberty Global /Ziggo , paragraphs 200 to 2 07; Commission 
decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraphs 72 to 74; Commission 
decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 276 to 279; Commission decision 
of 2 July 2014 in case M.7018  – Telefónica Deutschland/E -Plus, recitals 30 to 36; Commission decision of 28 May 
2014 in case M.6992 – Hutchison 3G UK/Telefónica Ireland , recitals 141, 149 and 150; Commission decision of 12 
December 2012 in case M.6 497 – Hutchison 3G Austria/Orange Austria , recitals 32 to 35.  
10  Commission decision of 2 July 2014 in case M.7018 – Telefónica Deutschland/E -Plus, recitals 40 to 44.  
 
 
4 subscriptions;11 different distribution channels12) but considered that they do not 
constitute separate product markets but rather segments of the same market.  
(9) The Commission considered that Over -the-top (“OTT”)13 services, whether provided 
over Wi -Fi or via mobile telecommunications data networks, were not part of the 
market for mobile telecommunications services, as OTT rely on mobile 
telecommunications (data) services and/or fixed broadband services to function.14 
Finally, the Commission excluded Mac hine-to-Machine (“M2M” , e.g. energy 
metering or burglar alarm )15 services from the overall retail mobile 
telecommunications market, due to the particular characteristics of the demand for 
and supply of these services.16 
4.1.1.2.  The Notifying Party’s view  
(10) The Notifying Party considers that the relevant product market is the overall market 
for the provision of retail mobile telecommunication services without the need to 
segment it further. In any event, considering that there is no overlap between the 
Parties’ a ctivities in relation to this market, the precise market definition can be left 
open as it will have no impact on the assessment of the Transaction.  
4.1.1.3.  The Commission’s assessment  
(11) The results of the market investigation support  the conclusion as to  the existence of 
an overall retail market for mobile telecommunications services constituting a 
separate market, distinct from retail fixed telecommunication s services.  One 
respondent explains that that retail mobile telecommunications market should be 
defined as one single market without further subdivisions. The subscribers, in fact, 
purchase all services as a bundle and all mobile operators are ab le to offer all mobile 
services . The respondent also indicates  that mobile services do not belong (at least 
yet) in the same market with fixed services, as there are still significant technical and 
commercial differences between them from the point of view of the subscriber.17  
(12) In light of the above, for the purpose of this D ecision, the Commission considers that 
there is an overall retail market for mobile telecommunications services.  
                                                 
11  Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 271 to 275.  
12 In Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 280 to 286, the 
Commission took into account also the segmentation between direct distribution and independent specialist retailers in 
view of the important role played in the retail market by independent specialist retailers and since direct distribution 
and independent specialist retailers account for the largest part of the market.  
13  In the present context OTT services are understood to  be telecommunications services that rely on an 
internet connection to function, such as instant messaging (e.g. WhatsApp, Facebook Messenger, Apple 
iMessage) and voice over IP ("VoIP" e.g. WhatsApp, Skype, Apple FaceTime)  
14 Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Libert y Global Assets , recital 65 to 66; 
Commission decision of 27 November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , recitals 168 to 169;; 
Commission decision of 1 September 2016 in case M.7758 – Hutchison 3G Italy /WIND/JV , recitals 138 to 145 and 
162, Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 262 to 265 and 
286s.  
15  These allow machines, devices, appliances, etc., to connect wirelessly to the internet via mobile ne tworks, 
or other technologies, permitting the transmission and receipt of data to a central server.  
16  Commission decision of 15 July 2019 in case M.9370 – Telenor/DNA , paragraphs 39 to 42; Commission decision of 27 
November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , recitals 223 and 224.  
17  Replies to Q1 to Competitors, questions 3 and 3.1.  
 
 
5 4.1.2.   Geographic market definition  
4.1.2.1.  Previous Commission decisions  
(13) In previous decisions, the Commission found that the market for the retail supply of 
mobile telecommunications services was national in scope.18  
4.1.2.2.  The Notifying Party’s view  
(14) The Notifying Party considers that the relevant geographic market for the retail 
provision of mobile telecommunications services corresponds to the territory of 
Greece.  
4.1.2.3.  The Commission’s assessment  
(15) A major ity of the respondents to the market investigation indicated that it would be 
appropriate to consider that the geographic scope of the market for the retail supply 
of mobile telecommunications services in the present case is the territory of 
Greece.19  
(16) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the retail supply of mobile 
telecommunication services is the territory of Greece .  
4.2. Retail supply of fixed telephony services  
4.2.1.  Product mar ket definition  
4.2.1.1.  Previous Commission ’s decisions  
(17) In previous decisions, the Commission considered whether to distinguish between 
residential and non -residential customers in the market for the retail supply of fixed 
telephony services.20 While the Commission left the precise scope of the market for 
the retail supply of fixed telephony services open in several decisions,21 it found in 
recent decisions that such a market does not contain further segmentations22 and that 
the overall product ma rket for fixed telephony services includes  fixed telephony 
services provided over the Internet Protocol (Voice -over-IP or “VoIP ” services ).23 
                                                 
18  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 70; 
Commission decision of 2 October 2008 in case M.5148 – Deut sche Telekom/OTE , paragraphs 18 to 20.  
19  Replies to Questionnaire Q1 to competitors, question 6.  
20  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets, recitals 35 to 
40; Commission decision of 8 October 2018 in case M.8842 – Tele2/Com Hem Holding , paragraphs 14 to 17.  
21  Commission decision of 8 October 2018 in case M.8842 – Tele2/Com Hem Holding , paragraph 17; Commission 
decision of 29 January 2010 in c ase M.5730 – Telefónica/Hansenet Telekommunikation , paragraph 17; 
Commission decision of 26 June 2009 in case M.5532 – Carphone Warehouse/Tiscali UK , paragraphs 35 to 39; 
Commission decision of 27 November 2007 in case M.4947 – Vodafone/Tele2 Italy/Tele2 S pain, paragraph 12  
22  Commission decision of 26 October 2020 in case M.9963 – Iliad/Play Communications , paragraphs 19 to 23; 
Commission decision of 4 February 2016 in case M.7637 – Liberty Global/Base Belgium , recitals 68 and 69.  
23  Commission decision of  29 September 2019 in case M.6990 – Vodafone/Kabel Deutschland , paragraph 131; 
Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets,  recitals 35 to 
40; In Commission decision of 8 October 2018 in case M.8842 – Tele2/C om Hem Holding , paragraph 17, the 
Commission left open the exact scope of the product market with respect to VoIP services.  
 
 
6 4.2.1.2.  The Notifying Party’s view  
(18) The Notifying Party considers that VoIP and traditional telephony services can be 
consid ered as interchangeable and belong to the same product market  for fixed 
telephony . The Notifying Party also considers that distinguishing, within the market 
for fixed telephony services, between local/national and international calls, is not 
appropriate, s ince customers subscribe to a single fixed line access with which they 
are able to make both local/national and international calls. Fixed telephony 
operators offer packages with a greater or lesser number of international call 
minutes, but customers gener ally subscribe to packages including both types of 
calls.24 
4.2.1.3.  The Commission’s assessment  
(19) The majority of the competitors respond ing to the market investigation agreed that 
the market for fixed telephony services encompasses the retail provision of fixed 
telephony services both through fixed telephony lines and through VoIP  services.25 
The market investigation did not provide a clear indication as to whether a 
distinction between local/national and international calls is appropriate. The 
Commission observes tha t the use of fixed telephony (in minutes), both for domestic 
and international calls has been consistently decreasing over the years, with the 
volume (in minutes)  of international calls  being less than 2% of the total usage. In 
parallel, all market players  sell multiple -play bundle for a comprehensive fee 
including their individual services. The Commission therefore does not consider that 
a separate market exists for local and international calls.    
(20) The results of the market investigation are mixed when it comes to a potential 
distinction of the market between residential and non -residential customers. The 
explanations provided  by about half of the respondents  point to a distinction existing 
between the two categories. In fact , it has been explained , non-residential customers, 
in particular medium and large enterprises , have different requirements  from 
residential customers , in terms of products and quality of services, and for this 
reason are supported from different departments/personnel of telecommunicatio ns 
service providers. It has also been observed that service s and prices applicable to the 
two categories differ  and that , both on the demand and on the supply side , residential 
and non -residential customers can not be co nsidered as  part of the same market26 One 
respondent, on the other hand , points also to similarities between the two categories, 
both in terms of demand and supply characteristics.  At the same time, t he same 
respondent explains that, notwithstanding such similarities, residential customers ar e 
more likely to buy fixed services as part of multiple -play bundles.27 The 
Commission considers that  such preference for multiple -play offers  excludes supply 
side substitutability between the two services, as suppliers of services to business 
customers are  not necessarily able to provide multiple -play offers  to residential 
customers, with a nation -wide reach, like suppliers of residential customers are 
typically able to do.    
                                                 
24   Form CO, paragraph 152.  
25   Replies to Questionnair e Q1 to competitors, question 7.  
26   Replies to Questionnaire Q1 to Competi tors, questions 9 and 9.1  
27   Replies to Questionnaire Q1 to Competitors, question  9.1 
 
 
7 (21) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant product market is the market for the retail supply of fixed 
telephony services including VoIP services . With respect to a possible distinction 
between residential and non -residential (business) customers , the Commission 
considers that t he market definition can be left open, as this distinction does not 
affect the outcome of the assessment . The Parties, in fact, have limited activities in 
the segment including large business customers and the Transaction does not lead to 
an affected marke t in that respect.  
4.2.2.  Geographic market definition  
4.2.2.1.  Previous Commission’s decisions  
(22) In Iliad/Play Communications ,28 the Commission found the market for the retail 
supply of fixed telephony services to be national in scope, in particular due to the 
importance of national regulation in the telecommunications sector and the national 
basis upon which upstream wholesale ser vices are provided. The Commission has 
also found such market to be national in scope several other decisions.29 
4.2.2.2.  The Notifying Party’s view  
(23) The Notifying Party considers that the relevant geographic market for the retail 
supply of fixed telephony services c orresponds to the territory of Greece.  
4.2.2.3.  The Commission’s assessment  
(24) A majority of respondents to the market investigation indicated that – it is appropriate 
to consider that the geographic scope of the market for the retail supply of fixed 
telephony services  in the present case is the territory of Greece.  In fact, through a 
combination of their own infrastructure and the use of wholesale services, the same 
competitors are active throughout the whole of Greece. Furthermore, all operators 
charge geographically uniform prices for retail fixed telephony services and provide 
those services under the same terms and conditions  at national level.30 
(25) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the retail supply of fixed telephony 
services is the territory of Greece.  
                                                 
28  Commission decision of 26 October 2020 in case M. 9963 – Iliad/Play Communications , paragraph 26.  
29  Commission decision of 18 July 2019 in case M.8864  – Vodafone/Certain Liberty Global Assets, recital  46; 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 150; Commission 
decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 29; Commission 
decision of 19 May 2015 in case M.7421 – Orange/Jazztel , recital 37; Commission decision of 3 July 2012 in 
case M.6584 – Vodafone/Cable & Wireless , paragraph 13..  
30  Replies to Questionnaire Q1 to competitors, question 10.  
 
 
8 4.3. Retail fixed broadband internet access services  
4.3.1.  Product ma rket definition  
4.3.1.1.  Previous Commission ’s decisions  
(26) Internet access services consist of the provision of a telecommunications link 
enabling customers to access the internet. Internet access may be provided as dial -up 
("narrowband") access, as higher bandwidth ("broadband") access via xDSL, as a 
cable modem or mobile broadband technology or in the form of dedicated access 
involving leased lines linking one point to the internet and guaranteeing higher levels 
of performance and security.31 
(27) In recent cases,32 the Co mmission has considered that the relevant product market 
consists of the overall retail market for the provision of fixed internet access 
services, including all product types (narrowband, broadband, dedicated access), 
distribution modes (DSL, cable, fibre , fixed -wireless -access (“FWA”)) and 
speeds/bandwidths, to residential and small business customers, excluding the 
supply of fixed internet services provided through mobile network infrastructure (i.e. 
“fLTE”).33  
(28) As for large business customers, the Commis sion indicated that they belong to a 
separate market for the retail supply of business connectivity services.34 
(29) As regards fLTE services in particular, in its past practice (including recent 
decisions ), the Commission did not identify these services as bein g part of a 
standalone market. It rather considered that fLTE services should be included in the 
overall market for retail mobile telecommunications services.35 
4.3.1.2.  The Notifying Party’s view  
(30) The Notifying Party considers that the product market definition adop ted by the 
Commission in previous cases is appropriate and therefore that the market for the 
retail supply of fixed broadband internet access services includes all technologies 
and may be segmented between residential  and small -office/home office (“ SOHO ”) 
customers , on the one hand , and large business customers , on the other hand.  
                                                 
31 Commi ssion decision of 29 Januar y 2010 in case M.5730 – Telefónica/Hansenet Telekommunikation , paragraph 7.  
32 Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital s 55 and 56.   
33 Commission decision of 6 March 2020 in case M.9674 – Vodafone Italia/TIM/Inwit JV , paragraph 110 ; Commission 
decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets, recitals  53 50 to 56; Commission 
decision of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria , paragraphs 39, 41; Comm ission decision of 
30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraphs 165 seq.  
34 Commission decision of 18 July 2019 in ca se M.8864 – Vodafone/Certain Liberty Global Assets, recitals  50 to 56; 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraphs 165 seq.; In Commission 
decision of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria , paragraphs 39, 41, the Commission left the 
exact product market open definition in that regard; Commission decision of 26 June 2 009 in case M.5532 – Carphone 
Warehouse/Tiscali UK , paragraphs 21 to 27.  
35 Commission decision of 2 July 2014 in case M.7018 – Telefonica Deutschland/E -Plus, recitals 51 -55. 
 
 
9 4.3.1.3.  The Commission’s assessment  
(31) In line with the Notifying Party’s submission and the results of the market 
investigation36, the Commission considers that it would be appropriate to co nsider an 
overall retail market for the supply of fixed internet access services, including all 
product types, distribution modes and speeds/bandwidths, to residential and SOHO  
customers, but excluding fLTE . 
(32) In fact, w ith regard to fixed internet access se rvices provided through mobile 
network infrastructure, the respondents to the market investigation confirmed that 
fixed broadband internet access services are not substitutable with mobile broadband 
access services, because of differences, primarily in pri cing models , but also because 
of the ir different uses. Internet access via mobile networks is designed with mobility 
as a key feature, which greatly affects bandwidth and data transmission , as compared 
to fixed internet access services . Further, mobile access does not have the same 
levels of reliability and stability, as the speed of the networks depends on the 
network that covers the area where the end user is located.37 As to supply -side 
substitutability between fixed internet access and fLTE, a respond ent to the market 
investigation explains that mobile operators in Greece are in the process of 
deploying 5G. It is possible that, o ver time, these next -generation mobile services 
will bring significant improvements to the broadband services offered via mob ile 
connections including high -speed access and very hi gh network capacity. As such , 
5G services have the potential, depending on location, to pose a greater competitive  
constraint on fixed broadband. However, limitations will remain and the expansion 
of 5G will be gradual and will not ensure, at least for the time being, homogeneity in 
supply.38  
(33) With respect to a possible distinction by customer type, most respondents to the 
market investigation took the view that fixed internet access services provided to  
residential and SOHO customers , on the one hand, and large business and 
government customers , on the other hand , belong to separate markets.39 This is 
because, according to the respondents , the interchangeability between the two 
services is not perfect.  Also, the requirements and purchase processes of larger 
business customers for fixed or fixed -mobile services are usually materially different  
(e.g. they may use tender or other competitive procedures) .40 The Commission 
further notes that, also from a supply side perspective, there is no perfect substitution 
between the services provided to the two categories. In fact, a provider supplying 
services to residential and SOHO customers could (at least in theory) switch to 
supplying large business customers.41 The r everse, however, could be more difficult, 
as supplying residential customers would require an extended network with a vast 
footprint, which not all suppliers of large business and government customers might 
have.42   
                                                 
36  Replies to Questionnaire Q1 to competitors, question 11.  
37  Replies to Questionnaire Q1 t o competitors, question 12 . 
38   Replies to Questionnaire Q1 to competitors, question 12.1.  
39   Replies to Questionnaire Q1 to competitors, question 13.  
40   Replies to Questionnaire Q1 to competitors, question 13.1.  
41   Replies to Question naire Q1 to competitors, question 14.1.  
42   Replies to Questionnaire Q1 to competitors, question 15.1.  
 
 
10 (34) The Commission, therefore, concludes that services provided to residential  
customers  and SOHO  customers, on the one hand, and to large business and 
government customers belong to separate product markets.  
(35) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant product market is the market for the retail supply of fixed 
internet access services, including all product types, distribution modes, and 
speeds/bandwidth, to residential and SOHO  customers, excluding fixed internet 
access services provided t hrough mobile network infrastructure.  
4.3.2.  Geographic market definition  
4.3.2.1.  Previous Commission decisions  
(36) In previous decisions, the Commission has found the market for the retail supply of 
fixed internet access services to be national in scope.43  
4.3.2.2.  The Notifying Party’s view  
(37) The Notifying Party considers that the relevant geographic market for the retail 
supply of fixed internet access services corresponds to the territory of Greece.  
4.3.2.3.  The Commission’s assessment  
(38) A majority of respondents to the market investigation  indicated that the geographic 
scope of the market for the retail supply of fixed internet access services in the 
present case would be the territory of Greece.  In fact, they explain, the market  is 
based on  regulated, upstream wholesale access services  available at national level . 
Pricing policies are also homogenous depending on the wholesale access offer that is 
used and the usage profiles .44 
(39) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic mar ket for the retail supply of fixed internet access 
services is the territory of Greece.  
4.4. Retail supply of audio -visual services  
4.4.1.  Product market definition  
4.4.1.1.  Previous Commission decisions  
(40) In previous cases, the Commission has identified a relevant product mar ket for the 
retail supply of audio -visual (“AV”) services, which includes suppliers of linear and 
non-linear45 AV services and AV content to end customers. The Commission 
considered a number of possible segmentations (i) between Free -to-Air (“FTA) and 
                                                 
43  Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 40; 
Commission decision of 29 September 2019 in case  M.6990 – Vodafone/Kabel Deutschland , paragraph 197; 
Commission decision of 26 June 2009 in case M.5532 – Carphone Warehouse/Tiscali UK , paragraph 47; Commission 
decision of 29 January 2010 in case M.5370 – Telefónica/Hansenet Telekommunikation , paragraph 28. 
44 Replies to Questionnair e Q1 to competitors, questions 16 and 16.1 .  
45  Linear services are based on scheduled programming, while non -linear services (e.g. video -on-demand) 
include content that viewers can access and view whenever they want to.  
 
 
11 pay-TV services; (ii) within pay-TV services, between linear and non -linear services 
(Pay -Per-View (“PPV”), Video -on-Demand (“VOD”)); (iii) between distribution 
technologies (cable, satellite, terrestrial television and Internet Protocol Television 
(“IPTV”)); a nd (iv) premium and basic pay AV services, but ultimately left the exact 
product market definition open.46 
4.4.1.2.  The Notifying Party’s views  
(41) The Notifying Party submits that the Transaction should be assessed on the basis of 
an overall market for the retail suppl y of TV services and that it is not appropriate to 
segment the market. First, approx. 75% of households in Greece rely exclusively on 
FTA for TV viewing. FTA and pay -TV therefore compete for the same audience. 
Second, it is not appropriate to segment the m arket for the retail supply of pay -TV 
services on the basis of the distribution technology/platform since  all technology 
platforms (except cable) are present  and all players are able to offer pay -TV services 
on the basis of different technologies.47 
(42) As to the segmentation between linear and non -linear services, the Notifying Party 
submits that it is irrelevant. Linear and non -linear services have converged to the 
extent that it has become increasingly difficult to distinguish between them, 
especially insofa r as IPTV and OTT services are concerned. Pay-TV providers 
generally package linear and non -linear services within a single subscription.48 
4.4.1.3.  The Commission’s assessment  
(43) The results of the  market investigation are mixed  as to the possible distinctions in the 
retail market for the provision of audio -visual services , with a single respondent 
indicating that FTA and pay -TV channels are part of separate markets . Slightly less 
than half of respondents to the market investigation indicated that pay-TV services 
and F TA services would not fall into separate product markets. In particular, OTE, 
the leading pay -TV provider in Greece, indicates that the increasing offering of 
streaming on -demand content by FTA channels in Greece (ERTflix etc.) as well as 
the offering of p remium sports and film content by FTA channels allows FTA 
channels to exert competitive pressure on pay-TV channels.49 In addition,  another 
competitor adds,  customers appear to use an array of choices for the consumption of 
video content (including pay -TV, OTT, transaction -video -on-demand (“ TVOD ”), 
video sharing, free video, advertising -supported video, etc.) . The same competitor 
indicated that while some customers may watch pay TV channels as an alternative or 
substitute to FTA TV channels, customers may rely on these channels or, for 
example, subscription video -on-demand (“ SVOD ”) services as complementary 
                                                 
46  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets, recitals 76 to 
83; Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraphs 70 to 79; 
Commission decision of 6 February 2018 in case M.86 65 – Discovery/Scripps,  paragraphs 31 to 33; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraphs 97 to 102; Commission decision of 3 August 
2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraphs 55 to 62; Commission decisio n of 24 
February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recitals 117 to 127; In 
Commission decision of 25 June 2008 in case M.5121 – News Corp/Premiere , paragraphs 21 to 22, the 
Commission only distinguished between FTA TV on the  one hand and Pay TV on the other; Commission 
decision as of 18 July 2007 in case M.4504 – SFR/Télé 2 France , recitals 37 to 44.  
47   Form CO, paragraphs 305 -307. 
48   Form CO, paragraph 309.  
49   Replies to Questionnaire Q1 to competitors, question 28.1.  
 
 
12 sources of video content.  The same respondent  that considers FTA and pay -TV 
services as part of separate markets , however, indicated that the differences  in 
pricing between FTA  services (free to customers and advertisement -funded)  and 
pay-TV services as well as the different equipment needed from the part of the end 
users to view them attest that the two belong to two separate markets.50 
(44) With respect to the  possible distinction between linear and non -linear services, the 
market investigation results were inconclusive  as to demand -side substitutability . 
Some respondents indicated that non -linear services are growing in Greece and that 
linear and non -linear se rvices are just different modalities  for viewers to access 
content, in competition between them. Others indicate that they are rather 
complements to each other.51  One single respondent  took the view that since non -
linear services cover different content ge nres or thematic categories (mainly series, 
films, documentaries) and linear is the prevalent form of transmission for other 
content (mainly news, sports etc.), a distinction between linear and non -linear 
services is appropriate52 The Commission observes  that there is supply -side 
substitutability between linear and non -linear  services as pay -TV providers integrate 
their offer with a non -linear distribution mode (e.g. OTE launched its VOD service 
in 2018;  Nova launched Novaflix VOD in in 2019;  Vodafone launched an OTT offer 
in 2018 ; Wind is only available in OTT ).53 Based on the above, the Commission 
considers that there is some indication that linear and non -linear AV services might 
belong to the same market in Greece.  
(45) Regarding the possibility  that SVOD OTT services may be (i) substitutes to linear 
premium pay -TV films and series channels; and (ii) complementary to FTA and 
basic pay -TV channels the market investigation results were inconclusive. One of 
the respondents in particular, agreed that  OTT players are direct competitors of pay -
TV operators and part of the same market as they are considered substitutes by the 
subscribers. However, the respondent did not agree that they are complementary 
with FTA, as it tended to view all these business m odels for retail distribution of 
audio -visual services as part of the same market.54  
(46) As to the distinction between basic and premium pay -TV, the results of the market 
investigation  were  mixed . Two respondents , indicated that a distinction between 
basic and  premium pay -TV applies in Greece , pointing to differences in content 
offering, pricing conditions and in the ability to attrac t customers between premium 
pay-TV cha nnels and basic pay -TV channels . The majority of respondents did not 
have a clear opinion o n this issue and no one replied that such distinction should not 
apply.55 For such reasons, the Commission considers that the exact market definition 
can be left open, as this does not affect the outcome of the assessment.  
                                                 
50   Replies to Questionnaire Q1 to competitors, question 28.1.  
51   Replies to Questionnaire Q1 to competitors, questions 29 and 29.1.  
52    Replies to Questionnaire Q1 to competitors, questions 29 and 29.1.  
53   Form CO, paragraph 615  
54   Replies to Questionnai re Q1 to competitors, question 31 and 31.1.  
55   Replies to Questionnaire Q1 to competitors, questions 18 and 18.1.  
 
 
13 (47) With respect to distribution techn ologies, from a demand -side perspective, the 
results of the market investigation indicated that there is substitutability for end -
customers between all technical forms of AV distribution.56  
(48) In any event, and  in light of the above, the Commission considers that, for the 
purpose of this Decision, the relevant product market is the market for the retail 
supply of AV services encompassing all distribution technologies  as well as linear 
and non -linear distribution . The question whether the market should be segmented 
(i) between FTA and pay-TV services; and (ii) basic and premium pay-TV  services 
can be left open as the Transaction does not raise serious doubts as to its 
compatibility with the internal market under any plausible product market definition.  
4.4.2.  Geographic market definition  
4.4.2.1.  Previous Commission decisions  
(49) In previous decisions, the Commission concluded that the market for the retail 
supply of audio -visual services is national in scope or at most corresponds to 
linguistically homogenous areas.57 The Commission has further considered the 
coverage of a service provider’s (cable) network as the geographical scope but 
ultimately left the exact geographic market definition open in such cases.58 
4.4.2.2.  The Notifying Party’s view  
(50)  The Notifying Party considers that the relevant geographic market for the retail 
supply of audio -visual services corresponds to the territory of Greece.  
4.4.2.3.  The Commission’s assessment  
(51) A majority of respondents to the market investigation indicated that the geographic 
scope of the market for the retail supply of audio -visual services in the present case 
is the territory of Greece , because domestic audio -visual retailers offer their services 
to residential or business subscribers across the Greek territory .59  
                                                 
56   Replies to Questionnaire Q1 to competitors, questions 30 and 30.1.  
57  Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 89; Commission 
decision of 24 February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital 139; In 
Commission decision of 15 April 2013 in case M.6880 – Liberty Global/Virgin Media , paragraphs 51 to 54, the 
Com mission found a respective geographic market to be national in scope or, at most, to comprise the United 
Kingdom and Ireland; Commission decision of 21 December 2011 in case M.6369 – HBO/Ziggo/HBO 
Nederland , paragraph 42; Commission decision of 21 December  2010 in case M.5932 – NewsCorp/BSkyB , 
paragraph 110; In Commission decision of 25 January 2010 in case M.5734 – Liberty Global 
Europe/Unitymedia , paragraph 40, the Commission found the market for the retail supply of Pay TV services to 
be national in scop e; In Commission decision of 25 June 2008 in case M.5121 – News Corp/Premiere , paragraph 
27, the Commission found the respective markets for the retail supply of Pay TV to be national in scope; In 
Commission decision of 26 February 2007 in case M.4521 – LGI/Telenet , paragraph 25, the Commission 
considered the respective market for the retail supply of audio -visual services to be either limited to the coverage 
of each cable operator and national in case other platforms are included but ultimately left the exact geographic 
market definition open.  
58  Commission decision of 26 February 2007 in case M.4521 – LGI/Telenet , paragraph 25; Commission decision of 
15 June 2004 in case M.3355 – Apollo/JPMorgan/Primacom , paragraph 10.  
59  Replies to Questionnaire Q1 to c ompetitors, question 32.  
 
 
14 (52) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the retail supply of audio -visual 
services is the territory of Greece.  
4.5. Multiple play services  
4.5.1.  Product market definition  
4.5.1.1.  Previous  Commission decisions  
(53) Multiple -play services include varying combinations of mobile telecommunications 
services, fixed internet access, fixed telephony services and TV services. When the 
offer includes mobile telecommunications services, the fixed -mobile b undle is also 
referred to with the “FMC” acronym (i.e. fixed -mobile convergence). In previous 
decisions, the Commission has considered, but ultimately left open, the question as 
to whether there exist s a multiple -play services market, distinct from each of  the 
underlying individual telecommunication services. The Commission has previously 
also noted that, instead of one possible market for multiple -play, there could be 
several possible multiple -play markets: a market for fixed bundles (dual play, and 
triple  play)60 and another separate market for FMC bundles.  
4.5.1.2.  The Notifying Party’s view  
(54) The Notifying Party submits that precise definition of the relevant product market 
for multiple play offers may be left open since the Transaction does not raise any 
competitio n concerns in the retail supply of multiple -play offers under any possible 
market segmentation.  
4.5.1.3.  The Commission’s assessment  
(55) Overall, the results of the market investigation highlighted a preference of Greek 
consumers for multiple -play bundles, although th ey were inconclusive with respect 
to the existence of a distinct product market for the retail supply of multiple -play 
services  as opposed to the various bundled options .61  
(56) With respect to demand side substitutability  with standalone solutions , the market 
investigation results indicated that consumers in Greece generally favour multiple -
play services over a combination of separate mobile and fixed offers, primarily due 
to the attractive prices offered by the providers.62 In terms of demand -side 
substitution , market investigation participants consider early termination fees and 
loss of the benefits that accompany bundles to be the main barriers that prevent 
consumers from switching from bundled to standalone offers .63 Regarding 
contractual conditions, a majorit y of market participants indicated that multiple -play 
services in Greece are equally sold as a combination of standalone fixed and mobile 
offers from the same provider with various types of benefits attached (“soft 
                                                 
60 Fixed dual play bundles include fixed telephony and fixed internet access. Fixed triple play includes the 
latter two and pay -TV. 
61  Replies to Questionnaire Q1 to competitors, questions 33 to 36.  
62 Replies to Questionnaire Q1 to competitors, questions 33 and 33.1.  
63 Replies to Questionnaire Q1 to competitors, question 34 and 34.1.  
 
 
15 bundles”), and as multiple -play offers co ntaining pre -defined fixed and mobile 
benefits (“hard bundles”).64  
(57) Neither the replies to the market investigation nor any evidence in the file clarify 
whether the market for multiple -play services should be segmented in fixed vs FMC 
bundles.  
(58) In any event , the Commission considers that the question whether a separate product 
market for the retail supply of multiple -play services exists and whether there are 
separate markets for fixed bundles and FMC bundles can be left open as the 
Transaction does not rais e serious doubts as to its compatibility with the internal 
market under any possible product market definition.  
4.5.2.  Geographic market definition  
4.5.2.1.  Previous Commission decisions  
(59) In previous decisions, the Commission considered that the geographic scope of any 
possible retail market for multiple -play services would be (either regional or) at most 
national in scope.65  
4.5.2.2.  The Notifying party’s view  
(60) The Notifying Party considers that the relevant geographic segment for the retail 
supply of multiple -play services correspo nds to the territory of Greece.  
4.5.2.3.  The Commission’s assessment  
(61) A majority of the respondents to the market investigation indicated that the 
geographic scope of the market for the retail supply of multiple -play services in the 
present case is the territory of Greece.  This is because the c onstituent elements of 
multiple -play offers are also offered individually on a national basis.66  
(62) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the ret ail supply of multiple play 
services is the territory of Greece.  
                                                 
64 Replies to Questionnaire Q1 to competitors, question 36.  
65  In Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 232 , Commission 
decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraphs 109 to 112 and 
Commission decision of 19 May 2015 in Case M.7421 – Orange/Jazztel , recitals 89 to 90, the respective market 
investigation suggested such possible markets would be national in scope; In Commission decision of 24 
February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital 132, the Commission 
found t he geographic market to be the footprint of the operator in question; In Commission decision of 20 
September 2013 in Case M.6990 - Vodafone/Kabel Deutschland , paragraphs 263 to 265, the Commission 
considered such possible markets for bundles would be natio nal in scope; In Commission decision of 16 June 
2011 in Case M.5900 - LGI/KBW , paragraphs 183 -186, the Commission considered such possible markets to be 
at most national in scope.  
66  Replies to Questionnair e Q1 to competitors, question 39.  
 
 
16 4.6. Wholesale market for termination and hosting of calls to non -geographic 
numbers  
4.6.1.  Product market definition  
4.6.1.1.  Previous Commission decisions  
(63) Voice calls are not only made to geographic numbers but also to non -geographic 
numbers. A non -geographic number is a number associated with a country, but not 
to any single geographic location within that country. Non -geographic number 
services are less fr equently used than standard telecommunications services and are 
typically used for free and paid information services, for example, for helpdesks, 
subscription services, TV voting lines etc.  
(64) When a caller initiates a call to a non -geographic number, the c all is automatically 
transferred from the originating operator to the terminating operator hosting the 
service provider that operates the service related to the non -geographic number, 
irrespective of the location.  
(65) Unlike ordinary call termination services , call origination and call termination 
regulation does not apply to these numbers. Therefore, different revenue sharing 
agreements exist between the originating operator, the terminating operator, and the 
service provider.67 
(66) In previous decisions, the Comm ission considered that there is a product market for 
the wholesale supply of termination and hosting of calls to non -geographic numbers 
without it being necessary to consider further possible segmentations.68  
4.6.1.2.  The Notifying Party’s view  
(67) The Notifying Party considers that the product market definition adopted by the 
Commission in previous cases is appropriate and therefore that the market for 
wholesale call termination and hosting of non -geographic numbers is distinct from a 
regular wholesale termination mark et. 
4.6.1.3.  The Commission’s assessment  
(68) The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice.69  
(69) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant prod uct market is the market for the wholesale supply of 
termination and hosting of calls to non -geographic numbers that is distinct from 
other wholesale termination services.  
                                                 
67 Commission de cision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital s 204 to 206.  
68 Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 209 to  211; 
Commission decision of 4 February 2016  in case M.7637 – Liberty Global/BASE Belgium, recitals 137 to 139; 
Commission decision in case M.6584 – Vodafone/Cable & Wireless, paragraphs 14 to 18; In Commission decision of 3 
July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraphs 58 to 60, the Commission considered that market 
shares could be defined differently depending on whether one considered one overall market across networks, or 
distinguishing each terminating network as a separate market.  
69  Replies to Questionnaire Q1 to competitors, question  11.  
 
 
17 4.6.2.  Geographic market definition  
4.6.2.1.  Previous Commission decisions  
(70) In previous decisions, t he Commission considered that the geographic scope of the 
wholesale market for the supply of termination and hosting of calls to non -
geographic numbers is national.70  
4.6.2.2.  The Notifying Party’s view  
(71) The Notifying Party considers that the  relevant geographic mar ket for the wholesale 
supply of termination and hosting of calls to non -geographic numbers  corresponds to 
the territory of Greece.  
4.6.2.3.  The Commission’s assessment  
(72) Neither t he results of the market investigation  nor any evidence on the 
Commission ’s file provide reasons to depart from the Commission’s decisional 
practice.  
(73) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the wholesale supply of termination 
and hosting of calls to no n-geographic numbers is the territory of Greece.  
4.7. Wholesale supply and acquisition of TV channels  
4.7.1.  Product market definition  
4.7.1.1.  Previous Commission decisions  
(74) In the wholesale market for TV channels, TV broadcasters supply linear channels 
that retail TV providers either purchase or carry in order to provide audio -visual 
services to end -users. In particular, TV broadcasters package the TV content that 
they have acquired or produced in -house in order to create linear TV channels. 
Subsequently, retailers of TV services incorporate those TV channels in their TV 
offerings to final viewers.71 
(75) In previous decisions, the Commission identified a market for the wholesale supply 
and acquisition of TV channels.72 Within that market, the Commission has identified 
                                                 
70  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 213; 
Commission decision of 4 February 2016 in case M.7637 – Liberty Global/BASE Belgium , recital 142; 
Commission decision of  3 July 2012 in case M.6584 - Vodafone/Cable & Wireless , paragraph 18.  
71  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 267.  
72  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Lib erty Global Assets , recitals 269 to 
276; Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraphs 99 to 115; 
Commission decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraphs 76 to 85; Commission decision of 
20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland , paragraphs 30 to 41.  
 
 
18 separat e product markets for: (i) FTA TV channels; and (ii) pay-TV channels73 and 
more recently left the exact product market definition open.74  
(76) In addition, the Commission found that within the pay-TV channels market, there are 
different segments75 or, more recent ly, product markets76 for (i) premium pay-TV 
channels and (ii) basic pay-TV channels. In certain cases, the Commission has 
considered FTA channels to be part of the same market as basic pay-TV channels.77  
(77) Further, the Commission also examined a number of ot her potential segmentations, 
including: (i) by genre or thematic content (such as films, sports, news, youth, and 
others);78 (ii) between linear and non -linear;79 and (iii) between the different means 
of infrastructure used to deliver channels to the viewer (cable, satellite, terrestrial or 
IPTV)80 but ultimately left the exact market definition open.  
4.7.1.2.  The Notifying Party’s view  
(78) The Notifying Party considers that th ere is no need to segment the market for the 
wholesale supply of TV channels: retail players (whether pay -TV or FTA) all require 
content diversity as customers expect to be provided with a broad line -up of 
channels.  
                                                 
73  Commission decision of 24 February 2015 in case M.7194 - Liberty Global/Corelio/W&W/De Vijver Media , 
recital 101; Commission decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland , 
paragraph 41.  
74  Commission decision of 6 October 2020 – PPF Group/Central European Media Enterprises , paragraph 39; 
Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 273; In 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 111, the Commission 
left open the question as to whether FTA and Pay TV belong to separate markets, because of peculiarities of the 
Dutch TV market; In Commission decision of  7 April 2017 in case M.8354 – Fox/Sky , paragraph 85, the 
Commission left open the question whether the market for the wholesale supply of TV channels should be further 
segmented among FTA, basic Pay TV and premium Pay TV. In Commission decision of 18 Augu st 2014 in case 
M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital 91, the Commission considered that wholesale 
supply of premium Pay TV constitutes a product market that is separate from the wholesale supply of basic Pay 
TV/FTA channels.  
75  Commission decision of 18 August 2014 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , 
recital 89.  
76  Commission decision of 12 November 2019 in case M.9064 - Telia Company/Bonnier Broadcasting Holding , 
recital 157; Commission decision of 30 Ma y 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 113.  
77  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 273; 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 111; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraph 80, 81 and 85; Commission decision of 18 August 
2014 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recitals 90 and 91.  
78  Commission decision of 18 July  2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 273; 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 112; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraphs 82 to 85; Commissi on decision of 24 February 
2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital 92; Commission decision of 21 
December 2010 in case M.5932 – News Corp/BskyB , paragraph 81; Commission decision of 26 August 2008 in 
case M.5121 – News Cor p/Premiere , paragraph 35; Commission decision of 18 July 2007 in case M.4504 – 
SFR/Télé 2 France , recitals 41 and 42; Commission decision of 2 April 2003 in case M.2876 – 
Newscorp/Telepiù , recitals 74 to 76.  
79  Commission decision of 18 August 2014 in cas e M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , 
recital 94.  
80  In Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 273, 
the Commission left such question open for Romania and discussed it further f or Germany in section VIII.2.11; 
In Commission decision of 30 May 2018 in case M.7000, Liberty Global/Ziggo , paragraph 114, the Commission 
considered that at least cable, IPTV over DSL, fiber and possibly satellite (DTH) are part of the same product 
market; In Commission decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraphs 84 and 85 Commission 
decision  of 24 February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital 98 and 
Commission decision of 18 July 2007 in case M.4504 – SFR/Télé 2 France , recital 44, the Commission left a 
segmentation by infrastructure open.  
 
 
19 (79) The Notifying Party also submits that, i n this market, it is necessary to take into 
account channels which are not supplied to third parties, but are produced for 
internal use only  (i.e. the so -called "captive channels"). The decision not to supply 
these channels to third parties is not the res ult of any specific or technical constraint 
but only of a discretionary strategic and commercial decision. Therefore, such 
production which is merely subject to an internal exclusivity needs to be taken into 
account in the relevant market to properly asses s the competitive constraint exerted 
by such channels on other channels that are supplied to third parties.  
(80) In any event, the Notifying Party submits that the product market definition can be 
left open in the present case. Irrespective of the exact definit ion, only Nova is active 
in the wholesale supply of TV channels.  
(81) As to the acquisition side of the market, the Notifying Party further adds that similar 
considerations apply as regarding the supply side of the market. In other words, there 
may be separate markets for the acquisition of FTA and pay -TV channels, and 
within the latter, separate markets for the acquisition of premium and basic pay -TV 
channels. The market for the acquisition of TV channels could also be further 
segmented by type of channels acqu ired (e.g. news channels, kids’  channels, general 
entertainment channels) . However, the Notifying Party considers that there is no 
need to segment the market for the acquisition of TV channels. Customers expect to 
be provided with a broad line -up of channe ls in the retail pay -TV services they 
subscribe to, channel acquirers aim to acquire many channels of various genres, both 
FTA and pay -TV, from a range of channel suppliers for incorporation into their retail 
offerings.  
4.7.1.3.  The Commission’s assessment  
(82) On the w holesale market for TV channels, broadcasters that have acquired or 
produced in -house audio -visual content package such content in linear channels and 
sell them to retail providers of FTA services or pay-TV services.  
(83) With regard to the distinction between  the wholesale supply of  FTA TV channels 
and pay-TV channels, the market investigation has triggered mixed replies, from 
both the Parties’ competitors and from TV channel providers, as to whether  the 
distinction is still relevant in  Greece .81 In particular,  some  responses by suppliers of 
TV channels  and from a competitor of the Parties’  pointed to the well -known 
differences between FTA TV and pay-TV channels . In particular, it is noted that  
advertising revenues are the main financing source for FTA  channels , while  
subscription revenues are  the main financing source of pay-TV channels  and, also, 
that pay-TV channels are distributed in encrypted format .82 
(84) At the same time, h owever, OTE pointed out that there is no significant difference in 
the content and the price of FTA TV and pay -TV channels that justifies the 
definition of separate markets.83 A number of responses by TV channel suppliers 
indicated that FTA and pay-TV channels have  similar audiences, similar content and 
                                                 
81  Replies to Qu estionnaire Q1 to competitor s, question 17, Questionnaire Q2  to suppliers of TV channels, question 4.  
82  Replies to Questionnaire Q1 to competitor s, questions 17 and 17.1. Replies to Questionnaire Q2  to suppliers of TV 
channels, question 4.1.  
83  OTE’s rep ly to Questionnaire Q1 to competitor s, questions 17 and 17.1.  
 
 
20 similar technical features  and therefore a distinction would lead to an unduly narrow 
segmentation84  
(85) With respect to a further segmentation between basic pay-TV channels and premium 
pay-TV channels,  replies were also  mixed. None of the competitors answering the 
market investigation considered the distinction irrelevant, but the majority of them 
did not express  an opinion.85 The suppliers of TV channels , on the one hand, were 
either unable to answer or took the view tha t such a segmentation does not apply to 
the Greek TV market , possibly as a result of the wide availability and penetration of 
FTA channels .86 One supplier of TV channels indicated that there is no consistent 
definition of premium and basic pay-TV channels in the industry and that the Greek 
market is too small for this distinction to apply.87 
(86) Based on the above,  the Commission considers that the exact definition of the 
wholesale market for the acquisition and supply of TV channels in Greece , and in 
particular  whether it  should be segmented between FTA channels and pay-TV 
channels, as well as between premium pay-TV and basic pay-TV channels  can be 
left open . This, in fact, would not change the outcome of the assessment.  
(87) With respect to a distinction of separate  markets based on genre or thematic content, 
the results of the  market investigation were mixed and thus proved inconclusive .88In 
particular , suppliers of TV channels take the view that  a) it is not easy to categorise 
genres or themes, b) such categorisatio n may be misleading as a channels offering 
can change over time , and c) retailers do not decide on the acquisition of channels 
based on the genre on which they belong.89 
(88) Based on the above, the Commission  considers that the distinction of separate 
markets b ased on genre or thematic content can be left open .  
(89) With respect to a distinction into separate markets based on the 
infrastructure/platform used for the delivery to the viewer (cable, satellite, digital 
video broadcasting  (DBV) , or internet protocol television IPTV) ), the market 
investigation  participants, both from the supply  and the acquisition side, take the 
view that this distinction would not be applicable in the Greek market .90 None of the 
competitors replying to the market investigation supported  such distinction.91 
Suppliers of TV channels pointed out that channels are available on a wide range of 
distribution technologies and that , from a broadcaster ’s perspective , the key factor is 
to access as many viewers as possible . In addition, with a penet ration of inte rnet 
(both fixed and mobile) above 90% , pay-TV may be provided by operators as an 
OTT service to the vast majority of homes  (with the satellite option remaining 
available for the rest) . It is evident that suppliers consider that the content o ffering is 
                                                 
84  Replies to Questionna ire Q2  to suppliers of TV channels, question 4.1.  
85  OTE’s reply to Questionnaire Q1 to competitor s, questions 18 and 18.1.  
86  Replies to Questionnaire Q2  to suppliers o f TV channels, question s 5 and 5.1.   
87   Replies to Questionnaire Q2  to suppliers of TV channels, question s 5 and 5.1.   
88   Replies to Questionnaire Q1 to competitors, questions 19 and 19 .1. Replies to Questionnaire Q2  to sup pliers 
of TV channels, question  6 and 6.1. 
89   Replies to Questionnaire Q2  to sup pliers of TV channels, question  6 and 6.1. 
90  Replies to Questionnaire Q1 to competitors, questions 20 and 20.1, Replies to Questionnaire Q2 to supp liers 
of TV channels, question 7 and 7 .1. 
91   Replies to Q uestionnaire Q1 to competitors, questions 20 and 20.1. 
 
 
21 key to consumer acquisition  and not the means used for delivery.  As such, 
technology does not in itself merit a further segmentation of the market  for the 
supply of pay-TV channels.92 
(90) Based on the above, the Commission considers that the wholesale market for the 
supply of TV channels should not be further segmented by type of infrastructure 
used for the delivery of the signal to the end -customer.  
(91) In any event, the Commission concludes that the question whether the product 
market for wholes ale TV channels should be further segmented i) between FTA TV 
channels and pay-TV channels; ii) between basic pay-TV channels and premium 
pay-TV channels; iii) by genre/thematic content can be left open as the Transaction 
does not raise serious doubts as t o its compatibility with the internal market under 
any possible product market definition.   The Commission considers that all 
technology distribution platforms are part of the same market   
4.7.2.  Geographic market definition  
4.7.2.1.  Previous Commission’s decision  
(92) In previous decisions, the Commission considered that the wholesale supply and 
acquisition of TV channels is either national in scope or comprises a broader (or 
narrower) linguistically homogeneous area.93  
4.7.2.2.  The Notifying Party’s view  
(93) The Notifying Party consid ers that the relevant geographic market for the wholesale 
supply and acquisition of TV channels corresponds to the territory of Greece.  
4.7.2.3.  The Commission’s assessment  
(94) A ma jority of responses by suppliers of TV channels indicated TV channels are 
licensed on a national basis.94 This is due to the fact that the broadcasting rights for 
content included in the channels are also allocated on a national basis.95 In light of 
the above, the Commission considers that, for the purpose of this Decision, the 
relevant geographic market for the wholesale supply and acquisition of TV channels 
is the territory of  Greece .  
                                                 
92   Replies to Questionnaire Q2 to supp liers of TV channels, question 7 and 7 .1. 
93  Commission decision of 21 December 2010 in case M.5932 – News Corp/BSkyB , paragraphs 72 to 75; Commission 
decision of 2 April 2003 in case M.2876 – Newscorp/Telepiù , recitals 62 and 63, Commission decision of 18 July 
2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 328  
94  Replies to Questionnaire Q2 to sup pliers of TV channels, question 9.  
95  Replies to Questionnaire Q2 to supp liers of TV channels, question 9.1. Replies to Questionna ire Q1 to 
competitors, question  22.1. 
 
 
22 5. COMPETITIVE ASSESSMEN T 
5.1. Market shares  
(95) According to the Horizontal Merger Guidelines and the Non -Horizontal Merger 
Guidelines,96 in the assessment of the ef fects of a merger, market shares constitute a 
useful first indication of the structure of the markets at stake and of the competitive 
importance of the relevant market players.  
5.1.1.   Retail supply of mobile telecommunications services  
(96) Table 1 sets out the Parti es’ and their main competitors’ market shares on the market 
for the retail supply of mobile telecommunications services in Greece by value and 
volume for the years 2018 to 2020.  
Table 1: Market shares on the market for the retail supply of mobile 
telecomm unications services in Greece (2018 -2020)  
 2018  2019  2020  
Market shares in value (EUR)  
Nova  0% 0% 0% 
Wind  [10-20%] [10-20%] [10-20%] 
Combined  [10-20%] [10-20%] [10-20%] 
Vodafone  [30-40%] [30-40%] [30-40%] 
OTE/Cosmote  [50-60%] [50-60%] [50-60%] 
Total  market  100%  100.0%  100.0%  
Market shares in volume (# of subs cribers ) 
Nova  0% 0% 0% 
Wind  [20-30%] [20-30%] [20-30%] 
Combined  [20-30%] [20-30%] [20-30%] 
Vodafone  [30-40%] [20-30%] [20-30%] 
OTE/Cosmote  [40-50%] [40-50%] [40-50%] 
Total market  100%  100%  100%  
Source : Parties’ best estimates based on ANCOM statistical report 2019, competitors’ quarterly 
results and Parties’ best estimates for 2020 market shares  
(97) There is no overlap between Nova and Wind in this market: Nova is not active in the 
supply of mobile telecommunications services in Greece. OTE (under the Cosmote 
brand) is the leader in the Greek mobile telecommunications market with a share of 
around [50 -60%] in value. Vodafone is a strong second player with a market share of 
[30-40%] in value . Wind is the third player with a market share of less than [10-
20%]. 
5.1.2.  . Retail supply of fixed telephony services.  
(98) Table 2 sets out the Parties’ and their main compe titors’ market shares on the market 
for the retail supply of fixed telephony services in Greece by value and volume for 
the years 2018 to 2020.  
                                                 
96  Horizontal Merger Guidelines, paragraph 14; Non -Horizontal Merger Guidelines, paragraph 24.  
 
 
23 Table 2: Market shares on the market for the retail supply of fixed telephony 
services in Greece (2018 -2020)  
 2018  2019  2020  
Market shares in value (EUR)  
Nova  [5-10%] [5-10%] [5-10%] 
Wind  [10-20%] [10-20%] [10-20%] 
Combined  [10-20%] [10-20%] [10-20%] 
Vodafone  15-20% 15-20% 15-25% 
OTE  60-65% 60-65% 60-65% 
Total market  100.0%  100.0%  100.0%  
Market shares in volume (# of lines)  
Nova  [10-20%] [10-20%] [10-20%] 
Wind  [10-20%] [10-20%] [10-20%] 
Combined  [20-30%] [20-30%] [20-30%] 
Vodafone  [20-30%] [20-30%] [20-30%] 
OTE  [50-60%] [50-60%] [50-60%] 
Total market  100.0%  100.0%  100.0%  
 
(99) On the market for the retail supply of fixed telephony  services OTE retains a very 
prominent market position, with a  market share of more than [50-60%]  in volume . 
Vodafone holds a share of around [20-30%] in volume, while the Parties are the two 
smallest operators with market shares of [10-20%] for Nova and [10-20%] for Wind. 
Post-Transaction, the merged entity will become the second player, with a combined 
market share of approx. [20-30%], slightly exceeding that of Vodafone. Apart from 
OTE, which is the incumbent operator, all alternative operators, including Wind and 
Nova, provide the vast majority of their fixed telephony services as part of bundles 
with fixed internet access services.  
5.1.3.  Wholesale market for terminat ion and hosting of calls to non -geographic numbers  
(100)  Table 3 sets out the Parties’ and their main competitors’ market shares on the 
wholesale market for termination and hosting of calls to non -geographic numbers in 
Greece by value and volume for the years 20 18 to 2020.  
 
 
24 Table 3: Market shares on the wholesale market for termination and hosting of 
calls to non -geographic numbers in Greece (2018 -2020)  
 2018  2019  2020  
Market shares in value (EUR)  
Nova  [0-5%] [0-5%] [5-10%] 
Wind  [40-50%] [30-40%] [30-40%] 
Combined  [40-50%] [30-40%] [30-40%] 
Vodafone  [0-5%] [0-5%] [0-5%] 
OTE  [30-40%] [40-50%] [40-50%] 
Others  [10-20%] [10-20%] [10-20%] 
Total market  100.0%  100.0%  100.0%  
Market shares in volume (# of lines)  
Nova  [5-10%] [5-10%] [10-20%] 
Wind  [20-30%] [20-30%] [20-30%] 
Combined  [20-30%] [30-40%] [30-40%] 
Vodafone  [5-10%] [5-10%] [5-10%] 
OTE  [40-50%] [50-60%] [40-50%] 
Others  [10-20%] [10-20%] [10-20%] 
Total market  100.0%  100.0%  100.0%  
 
(101)  Nova and Wind's combined market share ([30 -40%]  in value, ([30-40%]  in volum e) 
remains below that of OTE ([40 -50%] in value, [40-50%] in volume), which is still 
the first player on the market. Nova has very few activities on this market, with a 
market share limited to [5 -10%] in value.  
5.1.4.  Retail supply of fixed inte rnet access services  
(102)  Table 4 sets out the Parties’ and their main competitors’ market shares on the market 
for the retail supply of fixed internet access services in Greece by value and volume 
for the years 2018 to 2020.  
 
 
25 Table 4: Market shares on the marke t for the retail supply of fixed broadband 
internet access services in Greece (2018 -2020)  
 2018  2019  2020  
Market shares in value (EUR)  
Nova  [5-10%] [5-10%] [5-10%] 
Wind  [10-20%] [10-20%] [10-20%] 
Combined  [10-20%] [10-20%] [10-20%] 
Vodafone  15%-20% 15%-20% 15%-25% 
OTE  60%-65% 60%-65% 60%-65% 
Total market  100.0%  100.0%  100.0%  
Market shares in volume (# of connections)  
Nova  [10-20%] [10-20%] [10-20%] 
Wind  [10-20%] [10-20%] [10-20%] 
Combined  [20-30%] [20-30%] [20-30%] 
Vodafone  [20-30%] [0-5%] [20-30%] 
OTE  [40-50%] [40-50%] [50-60%] 
Total market  100.0%  100.0%  100.0%  
 
(103)  As shown in the table above, the Parties' combined market sha re in volume slightly 
exceeds [20 -30%] when considering the overall retail supply of fixed internet access 
services in Greece. The market shares of the merged entity in fixed internet access 
services will remain modest, about half the size of the market shares of the leading  
operator OTE and n ot significantly higher than Vodafone’s market shares.  
5.1.5.  Retail supply of audio -visual services  
5.1.5.1.  Potential segmentation between FTA and pay -TV services  
(104)  As regards the potential market of retail FTA TV services, Nova does not provide 
FTA services to its subscribers. While some of its pay -TV packages provide 
subscribers with access to FTA content/channels (as part of the overall 
content/channel offering), all Nova packages are offered on a subscription basis 
only. 
(105)  As regards Wind, in February 2020, it laun ched as a pilot project the Wind Vision 
Box service, which enables customers to access FTA TV services through the Wind 
Vision user interface, without any additional fee other than the fee paid to acquire 
Wind Vision Box . There are  […]. Since the parties a re not active in the provision of 
FTA channels, their market shares in that market are not provided.  
(106)  Table 5 sets out the Parties’ and their main competitors’ market shares on the market 
for the retail supply of AV services in Greece by value and volume for the years 
2018 to 2020.  
 
 
26 Table 5: Market shares on the market for the retail supply of pay-TV services 
in Greece (2018 -2020)  
 2018  2019  2020  
Market shares in value (EUR)  
Nova  [40-50%] [30-40%] [30-40%] 
Wind  [0-5%] [0-5%] [0-5%] 
Combined  [40-50%] [40-50%] [30-40%]  
Vodafone  0-5% 0-5% [5-10]% 
OTE  50-55% 50-55% [50-60]% 
Total market  100.0%  100.0%  100.0%  
Market shares in volume (# of connections)  
Nova  [30-40%] [30-40%] [20-30%] 
Wind  [0-5%] [5-10%] [5-10%] 
Combined  [30-40%] [30-40%] [30-40%] 
Vodafone  [5-10%] [10-20%] [10-20%] 
OTE  [50-60%] [50-60%] [50-60%] 
Total market  100.0%  100.0%  100.0%  
 
5.1.5.2.  Potential segmentation between premium and basic pay-TV services  
(107)  Table 6 below sets out the Parties’ and their main competitors’ market shares on the 
market for the retail supply of premium pay -TV services  in Greece by value and 
volume for the years 2018 to 2020.  
Table 6: Market shares on the market for the retail suppl y of premium pay -TV 
services in Greece (2018 -2020)  
 2018  2019  2020  
Market shares in value (EUR)  
Nova  40-45% 40-45% 35-40% 
Wind  0-5% 0-5% 0-5% 
Combined  40-50% 40-50% 35-45% 
Vodafone  0-5% 0-5% 5-10% 
OTE  50-55% 55-60% 55-60% 
Total market  100.0%  100.0%  100.0%  
Market shares in volume (# of connections)  
Nova  [30-40%] [30-40%] [30-40%] 
Wind  [0-5%] [0-5%] [0-5%] 
Combined  [30-40%] [30-40%] [30-40%] 
Vodafone  [0-5%] [0-5%] [5-10%] 
OTE  [60-70%] [60-70%] [50-60%] 
Total market  100.0%  100.0%  100.0%  
 
(108)  The Parties' combined market share (approximately [30-40%] in volume and 35-45% 
in value) in the market for retail supply for premium pay -TV services  is still well 
behind that of OTE. Furthermore, as seen in the table above, Nova’s market share 
 
 
27 has decreased over the past few years. The increment is also small (below 5% in 
average in volume and value).  
 
(109)  Table 7 below sets out the Parties’ and their main competitors’ market shares on the 
market for the retail supply of basic pay TV channels in Greece by value and volume 
for the years 2018 to 2020.  
 
Table 7: Market shares on the market for the retail supply of basic pay -TV 
services in Greece (2018 -2020)  
 2018  2019  2020  
Market shares in value (EUR)  
Nova  50-55% 40-45% 25-30% 
Wind  0-5% 0-5% 5-10% 
Combined  50-60% 40-50% 30-40% 
Vodafone  0-5% 20-25% 20-25% 
OTE  25-30% 30-35% 35-40% 
Total market  100.0%  100.0%  100.0%  
Market shares in volume (# of connections)  
Nova  [40-50%] [30-40%] [20-30%] 
Wind  [5-10%] [10-20%] [20-30%] 
Combined  [40-50%] [40-50%] [40-50%] 
Vodafone  [30-40%] [30-40%] [20-30%] 
OTE  [20-30%] [20-30%] [20-30%] 
Total market  100.0%  100.0%  100.0%  
 
(110)  The Parties’ combined market shares in this market are around , or slightly above,  
40% in volume and in value  in 2020 . The increment is small, because  Wind’s market 
share in value i s limited in 2020 and marginal before 2020. In addition, it is evident 
from the table above that Nova’s market share has decreased significantly, from 
above 50%  in value and [40-50%] in volume , in 2018 , to below  [20-30%] in value 
and [20-30%] in volume , in 2020.  Additionally, OTT providers such as Netflix, pose 
a strong competitive constraint on the Parties.97 Finally, the Commission has 
received no complaints as to possible anticompetitive effects of the Transaction in 
this segment. As further explained in the paragraphs below, the Transaction does not 
raise competitive concerns in this segment.   
(111)  In addition t o the above, Wind's and Nova's subscriber base is differently split 
between premium and basi c pay -TV subscribers. […]  of Wind’s pay -TV subscribers 
subscribe to the basic package and […] to the premium package. In contrast, more 
than […] of Nova’s pay -TV su bscribers are premium  subscribers, with less than […]  
subscrib e to the basic package.  
(112)  Furthermore, the Commission has received no complain ts pertaining to this potential 
sub-segment.  
                                                 
97 Replies to Questionnaire 1 to competitors, questions 60 and 60.1.  
 
 
28 5.1.5.3.  Potential segmentation between linear and non -linear  
(113)  The Notifying Party notes that Nova and Wind do not offer non -linear services on a 
stand -alone basis but offer such services to the subscribers of their linear pay -TV 
services for free. Nova and Wind therefore do not have any subscribers to non -linear 
services only and they d o not earn any revenue from the provision of non -linear 
services. Like Nova and Wind, OTE and Vodafone only offer non -linear services to 
the subscribers of their linear pay -TV services and therefore they do not have 
subscribers to non -linear services only either. However, unlike Nova and Wind, OTE 
and Vodafone do charge a separate fee for non -linear services.98  
(114)  Table 8 below sets out the Parties’ and their main competitors’ market shares on the 
market for the retail supply of linear pay TV channels in Greec e by value and 
volume for the years 2018 to 2020.  
Table 8: Market shares on the market for the retail supply of linear  pay-TV 
services in Greece (2018 -2020)  
 2018  2019  2020  
Market shares in value (EUR)  
Nova  [40-50%] [30-40%] [30-40%] 
Wind  [0-5%] [0-5%] [0-5%] 
Combined  [40-50%] [40-50%] [30-40%] 
Vodafone  0-5% 0-5% [5-10]% 
OTE  50-55% 50-55% [50-60]% 
International OTT 
players  [0-5%] [0-5%] [0-5%] 
Total market  100.0%  100.0%  100.0%  
Market shares in volume (# of connections)  
Nova  [30-40%] [30-40%] [20-30%] 
Wind  [0-5%] [5-10%] [5-10%] 
Combined  [30-40%] [30-40%] [30-40%] 
Vodafone  [5-10%] [10-20%] [10-20%] 
OTE  [50-60%] [50-60%] [50-60%] 
International OTT 
players  [0-5%] [0-5%] [0-5%] 
Total market  100.0%  100.0%  100.0%  
 
(115)  The Parties’ combined market shares remain below 40% in volume and value for 
2020, which means it has remained unchanged for the years 2018 -2020 in volume 
and has slightly decreased during the same period for value. In any case, OTE 
                                                 
98 The Notifying Party was however unable to provide a breakdown of the revenues that OTE and Vodafone 
earn from the provision of linear and non -linear services respectively. For the purposes of responding to his 
question, the entirety of OTE and Vodafone's revenues has been allocated to linear services in view of the 
fact that their revenues derived from non -linear services are expected to be insignificant compared to their 
revenues derived from linear services.  
 
 
 
29 remains a market leader  with a market share of above 50% both in volume and value 
for the period 2018 -2020.  
5.1.5.4.  Potential segmentation by distribution technology (satellite/ Direct-to-Home “ DTH ” 
or OTT and IPTV)  
(116)  As regards the supply of pay-TV services through satellite/DTH, Nova’s market 
share is above 40% in value and around [40-50%] in volume ( in 2020). However, 
Wind is not active in the retail supply of satellite/DTH audio -visual services . 
Therefore, this market is not affected.  
(117)  As regards the supply of pay-TV services through OTT and IPTV, Wind’s market 
share is around [20-30]% in value and almost [20 -30%] in volume for the year 2020 . 
However, Nova is not active in the retail supply of OTT and IPTV audio -visual 
services . Therefore, this market is not affected.  
5.1.6.  Wholesale supply of TV channels  
(118)  Table 9 sets out the Parties’ and their main competitors’ market shares on the market 
for the wholesale supply of TV channels in Greece by value and volume for the 
years 2018 to 2020.  
Table 9: Market shares on the market for the wholesale supply of TV channels 
in Greece (2018 -2020)  
 2018  2019  2020  
Market shares in value (EUR)  
Nova  [20-30%] [20-30%] [30-40%] 
Wind  0% 0% 0% 
Combined  [20-30%] [20-30%] [30-40%] 
FTA  [30-40%] [30-40%] [30-40%] 
Disney  [20-30%] [20-30%] [20-30%] 
Discovery  [5-10%] [5-10%] [5-10%] 
MTV  [0-5%] [0-5%] [0-5%] 
Other  [5-10%] [5-10%] [5-10%] 
Total market  100.0%  100.0%  100.0%  
Market shares in volume (# of connections)  
Nova  [5-10%] [5-10%] [5-10%] 
Wind  0% 0% 0% 
Combined  [5-10%] [5-10%] [5-10%] 
FTA  [30-40%] [20-30%] [20-30%] 
Disney  [5-10%] [5-10%] [5-10%] 
Discovery  [5-10%] [5-10%] [5-10%] 
MTV  [5-10%] [5-10%] [5-10%] 
Other  [40-50%] [50-60%] [50-60%] 
Total market  100.0%  100.0%  100.0%  
 
(119)  There is no overlap between Wind and Nova in the market for the wholesale supply 
of TV channels given that Wind, unlike Nova, is not active in this market: it simply 
acquires channels for distribution  through  its retail pay -TV service.   
 
 
30 (120)  The Greek markets f or the wholesale supply of TV channels and for the retail supply 
of pay -TV services are deemed vertically affected given that Nova's market share 
slightly exceeds 30% on the upstream market for the wholesale supply of TV 
channels and both Nova and Wind are  active in the downstream market for the retail 
supply of pay -TV services.  
5.1.7.  Wholesale acquisition of TV channels  
(121)  Table 10 sets out the Parties’ and their main competitors’ market shares on the 
wholesale market for the acquisition of TV channels in Greece by value and volume 
for the years 2018 to 2020.   
(122)  In this respect, the vast majority of Wind's acquisition spend on TV chan nels 
(approx. […] ) is accounted for by the Novasports channels which it acquires from 
Nova. When excluding the Novasports channels (which will be "captive" 
acquisitions post -Transaction), Wind’s current market share would  decrease 
considerably, from [20 -30%] to only [5 -10%]  in value .99 The Parties' combined 
market share would thus amount to [20-30%]  with a limited increment of [5-10%] . If 
“captive ” channels were also excluded from the total market size, then the shares of 
each operator would be as follows: N ova: [20-30%], Wind: [5 -10%] (Nova and 
Wind combined: [20 -30%] , Vodafone: [30-40%], and OTE: [40-50%]. 
Table 10: Market shares on the wholesale supply of TV channels (acquisition 
side) in Greece (2018 -2020)  
 2018  2019  2020  
Market shares in value (EUR)  
Nova  [30-40%] [20-30%] [10-20%] 
Wind (pre -transaction)  [10-20%] [10-20%] [20-30%] 
Wind (post -transaction)  N/A100 N/A [5-10]% 
Combined (pre -
transaction)  [40-50%] [40-50%] [40-50%] 
Combined (post -
transaction)  N/A N/A [20-30%] 
Vodafone  [10-20%] [20-30%] [20-30%] 
OTE  [30-40%] [30-40%] [30-40%] 
Total market  100.0 % 100.0 % 100.0%  
Market shares in volume (# of channels ) 
Nova  [20-30%] [20-30%] [20-30%] 
Wind (pre -transaction)  [20-30%] [20-30%] [20-30%] 
Wind (post -transaction)  N/A N/A [20-30%] 
                                                 
99  For t he year 2020, the outstanding [10 -20%] in value in the table is not accounted for by any TV 
broadcaster. Rather, the outstanding [10-20%] is a consequence of the fact that, in calculating the Parties' 
post-Transaction market share, the acquisition costs for the channels that will become “captive”  post-
Transaction have been excluded from the Parties' acquisition spending , but not from the tot al market size.  
100 Post-Transaction, the acquisition of Nova’s channels  by Wind  will be considered “captive sales” which 
means they are taken into account in the volume of the market but not in the value.  For this reason, this is 
not relevant for the marke t shares for the years 2018 and 2019.  
 
 
31  2018  2019  2020  
Combined (pre-
transaction)  [30-40%]101 [30-40%]102 [30-40%] 
Combined (post -
transaction)  N/A N/A [30-40%] 
Vodafone  [20-30%] [20-30%] [10-20%] 
OTE  [30-40%] [30-40%] [20-30%] 
Total market  100.0%  100.0%  100.0%  
 
5.1.8.  Retail provision of multiple -play services  
(123)  Table 1 1 sets out the Parties’ and their main competitors’ market shares on the 
market for the retail provision of multiple play services in Greece in volume for the 
year 20 20. 
Table 1 1: Market shares on the market for the retail supply of multiple -play 
services i n Greece (2020)  
Market shares in volume (# of connections) 2020  
Nova  [10-20%] 
Wind  [10-20%] 
Combined  [20-30%] 
Vodafone  15-25% 
OTE  45-55% 
Total market  100.0%  
 
(124)  The Notifying Party considers that the market shares should not be different for 2019 
and 2018.  
(125)  The Notifying Party was not in a position to provide market share estimates in value 
considering that there is no publicly available data and, in addition, it could not 
estimate its competitors' sales given possible discounts or any other advantages 
granted to customers.  
5.1.9.  Potential segmentation by package (double -play, triple play, quadruple play ) 
(126)  Table 1 2 sets out the Parties’ and their main competitors’ market shares on the 
market for the retail supply of double play ( i.e. fixed telephony and fixed broadband 
access) services in Greece in volume for the year 2020.  
                                                 
101 Excluding all the channels that were available both on Wind's and Nova's platforms in November 2018 and 
that would have been double -counted otherwise.  
102 Excluding all the channels that were available both on Wind's a nd Nova's platforms in December 2019 and 
that would have been double -counted otherwise.  
 
 
32 Table 1 2: Market shares on the market for the retail supply of double play 
(fixed telephony and fixed broadband access) services in Greece (2020)   
Market shares in volume (# of connections)  2020  
Nova  [10-20%] 
Wind  [10-20%] 
Combined  [30-40%] 
Vodafone  20-30% 
OTE  35-45% 
Total market  100.0%  
 
(127)  The Parties’ combined market share will still be slightly below that of OTE’s post -
transaction.  
(128)  The Notifying Party considers that the market shares  should not be different for 2019 
and 2018.  
(129)  The Notifying Party was not in a position to provide market share estimates in value 
considering that there is no publicly available data and, in addition, it could not 
estimate their competitors' sales given pos sible discounts or any other advantages 
granted to customers.  
(130)  Table 1 3 sets out the Parties’ and their main competitors’ market shares on the 
market for the retail supply of triple play (all bundles) services in Greece in volume 
for the year 2020.  
Table 1 3: Market shares on the market for the retail supply of triple  play ( all 
bundles ) services in Greece (2020)   
Market shares in volume (# of connections) 2020  
Nova  [5-10%] 
Wind  [10-20%] 
Combined  [20-30%] 
Vodafone  15-25% 
OTE  55-65% 
Total market  100.0%  
 
(131)  The Parties’ combined market share will still be much lower than that of OTE post -
transaction. OTE is the market leader  with a share of 55 -65%.  
(132)  The Notifying Party considers that the market shares should not be different for 2019 
and 2018.  
(133)  The Notifying P arty was not in a position to provide market share estimates in value 
considering that there is no publicly available data and, in addition, it could not 
estimate their competitors' sales given possible discounts or any other advantages 
granted to customer s. 
 
 
33 (134)  Table 1 4 sets out the Parties’ and their main competitors’ market shares on the 
market for the retail supply of triple play (fixed telephony, fixed broadband access 
and pay -TV) services in Greece in volume for the year 2020.  
Table 1 4: Market shares on the market for the retail supply of triple play (fixed 
telephony and fixed broadband access and pay -TV) services in Greece (2020)   
Market shares in volume (# of connections) 2020  
Nova  [20-30%] 
Wind  [0-5%] 
Combined  [30-40%] 
Vodafone  5-15% 
OTE  50-60% 
Total market  100.0%  
 
(135)  The Parties’ combined market share will still be much lower than that of OTE post -
transaction. OTE leads  the market with a share of 50 -60%.103 
(136)  The Notifying Party considers that the market shares should not be different for 2019 
and 2018.  
(137)  The Notifying Party was not in a position to provide market share estimates in value 
considering that there is no publicly available data and, in addition, it could not 
estimate their competitors' sales given possible discounts  or any other advantages 
granted to customers.  
5.2. Analytical Framework  
(138)  Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
(139)  In this respect, a merger may entail horizontal and/or non -horizontal (namely, 
vertical or conglomerate) effects. Horizontal effects are those deriving  from a 
concentration where the undertakings concerned are actual or potential competitors 
of each other in one or more of the relevant markets concerned. Vertical effects are 
those deriving from a concentration where the undertakings concerned are active on 
different or multiple levels of the supply chain. Conglomerate effects are those 
deriving from a concentration where the undertakings concerned are in a relationship 
that is neither horizontal nor vertical. A concentration may involve all three types of  
effects. In such a case, the Commission will appraise horizontal and non -horizontal 
effects in accordance with the guidance set out in the relevant notices, that is to say 
the Horizontal Merger Guidelines104 and the Non -Horizontal Merger Guidelines.105 
                                                 
103  In the segments for triple -play and quadruple -play services including mobile telecommunications , Nova 
is not active, as it does not offer mobile services.  Therefore,  the Parties’ combined market shares  post-
Transaction ([10-20%] in triple -play and [20 -30%] in quadruple -play) reflect only Wind’s activities.  
104   Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrati ons between undertakings ("Horizontal Merger Guidelines"), OJ C31, 5.2.2004, p. 5.  
 
 
34 (140)  In ass essing the competitive effects of a merger, the Commission compares the 
competitive conditions that would result from the notified merger with the 
conditions that would have prevailed without the merger. In most cases , the 
competitive conditions existing a t the time of the merger constitute the relevant 
comparison for evaluating the effects of a merger. However, in some circumstances, 
the Commission may take into account future changes to the market that can 
reasonably be predicted.106 
5.3. Identification of affec ted markets  
5.3.1.  Horizontally affected markets  
(141)  Based on the market shares submitted by the Notifying Party, the Transaction gives 
rise to the following horizontally affected markets.  
Table 15: Horizontally affected markets in Greece (2020)  
 Volume  Value  
Nova  Wind  Combined  Nova  Wind  Combined  
Retail s upply of fixed 
telephony services  [10-20%]  [10-20%] [20-30%]  [5-10%]  [10-20%]  [10-20%]  
Retail s upply of fixed 
internet access services  [10-20%]  [10-20%]  [20-30%] [5-10%]  [10-20%]  [10-20%]  
Retail s upply  of audio -visual 
services ( pay-TV )  [20-30%] [5-10%]  [30-40%]  [30-40%]  [0-5%]  [30-40%]  
- Retail supply of 
premium pay-TV 
channels  [30-40%]  [0-5%]  [30-40%]  
35-40% 0-5% 35-45% 
- Retail supply of 
basic pay-TV 
channels  [20-30%]  [20-30%]  [40-50%]  
25-30% 5-10% 30-40% 
Retail s upply of multiple -
play services  [10-20%]  [10-20%]  [20-30%]  
- - - 
- Double -play [10-20%]  [10-20%]  [30-40%]  - - - 
- Triple -play all 
bundles  [5-10%]  [10-20%]  [20-30%]  
- - - 
- Triple play fixed 
telephony, fixed 
broadband access 
and pay-TV [20-30%]   [0-5%]  [30-40%] 
- - - 
- Quadr uple-play [0-5%]  [20-30%]  [20-30%]  - - - 
Wholesale supply and 
acquisition of TV channels 
(acquisition  side)  [20-30%]  [20-30%] 
[(20-30%) ]  [30-40%]107  [10-20%] [20-30%] 
[(5-10%)]  [40-50%] 
[(20-
30%)]108 
Wholesale supply for 
termination and  
hosting of calls to non -
geographic numbers  [10-20%]  [20-30%]  [30-40%]  [5-10%]  [30-40%]  
[30-40%]  
 
 
                                                                                                                                                      
105   Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Non -Horizontal Merger Guideli nes"), OJ C 265, 18.10.2008.  
106   Horizontal Merger Guidelines, paragraph 9; Non -Horizon tal Merger Guidelines, paragraph 20.  
107  Figure obtained by excluding the Novasports channels which will become captive post -Transaction . 
108  Figure obtained by excluding the Novasports channels which will become captive post -Transaction . 
 
 
35 (142)  As regards the market for the supply of the fixed telephony services, the retail fixed 
telephony services are provided by the Parties (i) either on a standalone basis, or (ii) 
as part of a dual -play or other  multiple -play offer (whereby the customer also 
receives internet broadband access).109 The market for standalo ne fixed telephony 
subscriptions is not affected, due to Wind’s and Nova’s very limited number of 
standalone s ubscribers (market shares of [0 -5%] and [0 -5%], respectively, in 
volume, in 2020). In fact, the vast majority of their customers subscribes to dua l-play 
or other multiple -play offers and thus have access to internet services in addition to 
voice services. Only OTE, the incumbent operator, has a significant number of 
standalone fixed te lephony services subscribers ([90 -100%] in volume in 2020).  
5.3.2.  Verti cally affected markets  
(143)  In addition, the Transaction gives rise to the following vertically affected markets.  
Table 16: Vertically affected markets in Greece (2020)   
Upstream markets  Downstream markets  
Wholesale supply and acquisition of TV channels   
Nova: [30 -40%] 
Wholesale supply and acquisition of premium 
sports pay -TV channels  
Nova: [70-80%] Retail provision of audio -visual services  
Volume:  Nova: [20-30%]; Wind: [5-10%]; 
Combined [30-40%]; 
Value:  Nova: [30-40%]; Wind: [0-5%]; Combined 
[30-40%]; 
Wholesale supply of call termination services on 
Nova’s and Wind’s respective fixed networks  
Nova: 100%  
Wind: 100%  Retail market for mobile telecommunications in 
Greece  
Wind: [20 -30%] in volume; [10 -20%] in value  
Nova: not active  
Combined:  [20-30%] in volu me, [10 -20%] in value  
Retail market for fixed telephony services in 
Greece  
Volume:  Wind: [10-20%]; Nova: [10-20%]; 
Combined: [20-30%]  
Value:  Wind: [10-20%]; Nova :[5-10%]; Combined:  
[10-20%] 
Wholesale supply of call termination services on 
Wind’s mobile  network  
Wind: 100%  Retail market for fixed telephony services in 
Greece  
Volume:  Wind: [10 -20%]; Nova: [10 -20%]; 
Combined: [20-30]%  
Value:  Wind: [10-20%]; Nova:  [5-10%]; 
Combined:  [10-20%] 
                                                 
109 The Parties submit  that it is difficult to break down revenues between retail fixed telephony and retail broadband 
internet access, as Greek customers mainly acquire these services in bu ndles. Greek operators report to the EETT, the 
national regulator, the numbers of subscribers and total revenues on retail fixed telephony and internet access 
services served at a fixed location as a whole (hereafter, indicated as the "fixed lines services "), including both fixed 
telephony and broadband internet access (whether sold standalone or as part of multiple play offers).  
 
 
 
36 5.4. Assessment of horizontal non -coordinated effects  
5.4.1.  Introduction  
(144)  Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position. In this respect, a merger may entail 
horizontal and/or vertical effects.110  
(145) Horizontal effects are those deriving from a concentration where the undertakings 
concerned are actual or potential competitors of each other in  one or more of the 
relevant markets concerned. The Commission appraises such effects in accordance 
with the guidance set out in the relevant notice, that is to say the Horizontal Merger 
Guidelines.111 
(146)  The Horizontal Merger Guidelines describe horizontal non -coordinated effects as 
follows: " A merger may significantly impede effective competition in a market by 
removing important competitive constraints on one or more sellers who 
consequently have increased market power. The most direct effect of the merger wi ll 
be the loss of competition between the merging firms. For example, if prior to the 
merger one of the merging firms had raised its price, it would have lost some sales 
to the other merging firm. The merger removes this particular constraint. Non -
merging firms in the same market can also benefit from the reduction of competitive 
pressure that results from the merger, since the merging firms’ price increase may 
switch some demand to the rival firms, which, in turn, may find it profitable to 
increase their p rices. The reduction in these competitive constraints could lead to 
significant price increases in the relevant market ".112 
(147)  Generally,  a merger that gives  rise to such non -coordinated effects would 
significantly impede effective competition by creating or st rengthening of the 
dominant position of a single firm, one which, typically, would have an appreciably 
larger market share than the next competitor post -merger.  
(148)  However, under the substantive test set out in Article 2(2) and (3) of the Merger 
Regulation, m ergers that do not lead to the creation or the strengthening the 
dominant position of a single firm may create competition concerns in oligopolistic 
markets. Indeed, the Merger Regulation recognises that in oligopolistic markets, it is 
all the more necessa ry to maintain effective competition.113 This is in view of the 
more significant consequences that mergers may have on such markets. For this 
reason, the Merger Regulation provides that: " under certain circumstances, 
concentrations involving the elimination of important competitive constraints that 
the merging parties had exerted upon each other, as well as a reduction of 
competitive pressure on the remaining competitors, may, even in the absence of a 
                                                 
110  Vertical effects are those deriving from a concentration where the undertakings concerned are active on different 
or multiple  levels of the supply chain. A concentration may involve both types of effects.  
111   Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelines"), OJ C  31,05.02.2004.  
112  Horizontal Merger Guidelines, paragraph 24.  
113  Merger Regulation, recital 25.  
 
 
37 likelihood of coordination between the members of the olig opoly, result in a 
significant impediment to effective competition. "114 
(149)  Paragraph 24 of the Horizontal Merger Guidelines, which sets out the economic 
rationale underlying non -coordinated anti -competitive effects in horizontal mergers, 
states that a merger ma y significantly impede effective competition in a market by 
removing important competitive constraints on one or more firms. This paragraph 
furthermore clarifies that the most direct effect of the merger will be the loss of 
competition between the merging firms. In order to assess whether a notified merger 
will result in a significant impediment of effective competition on the basis of non -
coordinated effects, the Commission therefore needs to analyse primarily the extent 
of the competitive constraint impos ed pre -merger by each of the merging parties on 
each other. The following sentence of paragraph 24 of the Horizontal Merger 
Guidelines clarifies that the removal of the rivalry between the parties may have 
consequences also on the other players, who may fi nd it profitable to increase their 
prices. The ultimate effect would thus typically be price increases by the merging 
parties but also by competitors in the relevant market.  
(150)  The Commission carries out an overall assessment of the likely effects of the 
Tran saction arising from the elimination of important competitive constraints, taking 
into consideration the overall body of evidence in its file. The conclusion that a 
transaction leads to a significant impediment of effective competition is reached 
taking in to account the degree to which all the relevant factors, including the ones 
listed in paragraphs 27 - 38 of the Horizontal Merger Guidelines, are present in the 
case under consideration.  
(151)  The Horizontal Merger Guidelines list a number of factors , which may influence 
whether or not significant horizontal non -coordinated effects are likely to result from 
a merger. However, not all of these factors need to be present to make significant 
non-coordinated effects likely and it is not an exhaustive list.115 
(152)  Among the  factors listed in the Horizontal Merger Guidelines are included: the large 
market shares of the merging firms; the fact that the merging firms are close 
competitors; the limited possibilities for customers to switch suppliers; the fact that 
the merged ent ity would be able to hinder expansion by competitors; and the fact 
that the merger would eliminate an important competitive force.116 
(153)  As regards the elimination of an important competitive force, according to the 
Horizontal Merger Guidelines, some firms have  more of an influence on the 
competitive process than their market share would suggest. A merger involving such 
a firm may change the competitive dynamics in a significant anticompetitive way, in 
particular in a market that is already concentrated.117 In thi s respect, paragraph 37 of 
the Horizontal Merger Guidelines refers to the example of a firm that is a recent 
entrant on the market, and is expected to exert significant competitive pressure in the 
                                                 
114  Merger Regulation, recital 25. Similar wording is also found in paragraph 25 of the Horizontal Merger Guidelines. 
See also Commission decision of 2 July 201 4 in case M.7018 – Telefónica Deutschland/E -Plus, recital 113; 
Commission decision of 28 May 2014 in case M.6992 – Hutchison 3G UK/Telefónica Ireland , recital 179; 
Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G Austria/Orange Austria , recital 88.  
115  Horizontal Merger Guidelines, paragraph 26.  
116  Horizontal Merger Guidelines, paragraphs 27 et seq.  
117  Horizontal Merger Guidelines, paragraph 37.  
 
 
38 future. There may  be, however, also other situations where a merger may lead to 
significant non -coordinated effects by removing an important competitive force.  
(154)  Finally, the Horizontal Merger Guidelines describe a number of factors, which could 
counteract the harmful non -coordinated effects of the merger on competi tion, that is, 
the likelihood of buyer power, entry, efficiencies and the fact that one of the merging 
parties is a failing firm ("failing firm defence").  
5.4.2.  Horizontal non -coordinated effects in the market for the retail supply of fixed 
telephony services  
5.4.2.1.  The Notifying Party’s view  
(155)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the retail market for the supply of fixed 
telephony services in Greece for the following reasons.  
(156)  First, the  Notifying Party submits that t he overall market for the retail supply of 
fixed telephony  in Greece, the Parties are relatively small players (Nova approx. [10 -
20%] and Wind approx. [10-20%] in volume ) and their combined market share 
therefore does not exceed 25% . Considering the segment for residential and SOHO  
customers , the combined market share of the Parties increases to [20-30%] (in 
volume, in 2020), but the market shares of OTE and Vodafone remain significant 
(approx. [50 -60%] and [20-30%] respective ly). On the market for large business 
customers, the Parties’ combined market share, in 2020, is [10-20%] in volume and 
[0-5%] in value. Should the market for large business customers be considered as a 
separate market, therefore, it would not be an affect ed market.  
(157)  Second, Wind and Nova are respectively number 3 and 4 player in the market. The 
market shares of the merged entity in fixed telephony services , therefore, will remain 
modest, about half the size of the market shares of OTE (approx. [50-60%] in 
volume in 2020) and not significantly higher than Vodafone’s market share (approx. 
[20-30%] in volume in 2020).  
(158)  In addition, OTE owns the vast majority of the fixed access infrastructure, which 
enables it to earn large wholesale revenues from its competitors. OTE's competitors, 
in particular Nova and Wind, are heavily dependent on OTE's network.  
5.4.2.2.  The Commission’s assessment  
(159)  The Commission considers that the Transaction does not raise horizontal concerns in 
the market for  retail supply of fixed telep hony services for the following reasons.  
(160)  First, the combined market share of the parties remains modest  on the overall market 
for the retail provision of fixed telephony services , where  the Parties have a 
combined market s hare in volume, in 2020, of [20-30%], which is below the 25% 
threshold provided for in the Horizontal Merger Guidelines118 (considering 
residential and SOHO customers only, the combined market share would be [20-
                                                 
118  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings OJ C 31, 5.2.2004, paragraph 18.  
 
 
39 30%] in volume ). Market shares in value, in 2020, are even smaller ( combined 
market share [10-20%] and, for residential and SOHO customers  only, [20-30%]). 
(161)  Second, the increment i s small and more specifically [10 -20%] in volume and [5 -
10%] in value.  
(162)  Third, Wind and Nova are respectively number 3 and number 4, in a market with 
sufficient alternatives and with a strong leading presence of  OTE ([50 -60%] in 
volume and 60 -65% in value) and with a significant presence by Vodafone (around 
[20-30%]  in volume and 15 -25% in value ). Regardless of the market segmentation, 
the merged entity’s combined market share is generally below (or slightly above) the 
25% threshold which triggers the presumption that the Transaction is not harmful to 
competition.  
(163)  Finally, the Commission notes that it has not received any complaints from the 
respondents to the market investigation regarding the market for retail supply of 
fixed telephony services.  
(164)  Therefore, for the reasons set out above, the Commission concludes that the 
Transa ction does not raise serious doubts as to its compatibility with the internal 
market , as a result of horizontal effects on the market for the retail supply of fixed 
telephony services in Greece.119 
5.4.3.  Horizontal non -coordinated effects in the market for retail supply of fixed 
broadband internet access  
5.4.3.1.  The Notifying Party’ s view  
(165)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the retail market for the supply of fixed 
internet broadband acces s in Greece for the following reasons.  
(166)  First, the Notifying Party submits that i n the overall market for the retail supply of 
fixed broadband internet access in Greece, the Parties are relatively small players 
(Nova [10-20%] and Wind [10 -20%]) and their c ombined market share only slightly 
exceeds 25%. Considering the segment for residential and SOHO customers , the 
combined market share of the Parties achieves [20-30%] (in volume, in 2020), but 
the market shares of OTE and Vodafone remain significant (55 -65% and 15 -25% 
respectively).  
(167)  Second, t he Parties' combined market share has been slightly decreasing in the last 
three years, while OTE has even managed to strengthen its market position in recent 
years. Vodafone is currently the second operator with a market share above 20%  (in 
volume), and Wind and Nova are respectively number three  and number four  player 
                                                 
119  As to coordinated effects, t he Commission considers that a number of factors make coordination 
unsustainable, and therefore unlikely. First, the market shares of the Parties  and of the competitors 
remaining on the market are asymmetric, which makes it difficult for them to align their interests and 
reach a common strategy. Second, Nova has no fixed access network and relies on wholesale access to 
other operators’ networks. Wi nd has a small fibre optic network but relies for […] of its fixed 
communications services on OTE’s wholesale offer. The cost structures and the commercial strategies of 
the market player therefore are likely to diverge. In addition, customers are price -sensitive and willing to 
switch and there are no significant barriers that would prevent them from switching operator.  
 
 
40 in the market. The market shares of the merged entity in fixed broadband internet 
access, therefore, will remain modest, about half the size of the market shares of 
OTE (approx. [50-60%]  in volume in 2020) and not significantly higher than 
Voda fone’s market shares (approx. [20 -30%]  in volume in 2020).  
(168)  In addition, OTE  owns the vast majority of the fixed access infrastructure, which 
enables it to earn large wholesale revenues from its competitors. OTE's competitors, 
in particular Nova and Wind, are heavily dependent on OTE's network.  
(169)  The Notifying Party has indicated th at market entry is possible and some projects 
have already been announced (e.g. Inalan, Starlink and the Ultra -Fast Broadband 
(“UFBB”) project, a public private partnership).  
5.4.3.2.  The Commission’s assessment  
(170)  The Commission considers that the Transaction does n ot raise competition concerns 
in the retail market for fixed broadband internet access. This for the reasons 
explained below.  
(171)  First, the Parties’ combined market shares in the retail provision of fixed broadband 
internet access to residential and SOHO  customers is [20 -30%]  in volume, in 2020. 
The increment by Nova is approx. [10 -20%]  in volume. However, the market is led 
by OTE, with a market share of approx. 55 -65% and Vodafone has a relatively 
substantial  market share of 15 -25% 
(172)  Second, the results of the market investigation has not identified the Parties as being 
close competitors.120 
(173)  Third, the Greek customers are at least moderately sensitive to price  and switch 
operator in search of better price offers and network quality .121 As to possible 
barriers to swi tching, a competitor explains “ there are not specific barriers as there 
is strict regulatory framework. However, there may be contractual penalties for 
terminating before the end of the commitment period. Still, customer can switch 
operator …”.122  
(174)  Fourth, at  least a few respondents to the market investigation expect market entry in 
the next 2 -3 years.123 In addition, half of the competitors responding to the market 
investigation  consider the market  as characterised by growing demand, which the 
Commission consid ers will make entry more attractive and more viable.124 
(175)  In this respect, the Greek national regulatory authority (EETT), has explained in pre -
notification that they are aware of three entry projects by Greek companies in the 
context of the UFBB.   
(176)  For the abo ve reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as a consequence of 
                                                 
120  Replies to Questionnaire Q1 to competitors, questions 49.1 and 49.2.  
121  Replies to Questionnaire Q1 to competitors, questions 52 and 54 . 
122  Replies to Questionnaire Q1 to competitors, questions 55.  
123  Replies to Questionnaire Q1 to competitors, questions 56.  
124  Replies to Questionnaire Q1 to competitors, questions 57 and 57.1.  
 
 
41 horizontal, non -coordinated effects in the retail market for fixed broadband internet 
access.125 
5.4.4.  Hori zontal non -coordinated effects in the assumed  market for retail provision of 
multiple -play services  
5.4.4.1.  The Notifying Party’s view  
(177)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the assumed market for the retail supply of 
multiple -play services in Greece for the following reasons.  
(178)  First, t he Notifying Party submits that the combined market share of Nova and Wind 
will be modest in an overall market including all multiple -play services, es timated at 
[20-30%]. OTE is and will remain the leading player in multiple -play services with a 
market share between 45% -55%. Vodafone's market share (between 15% -25%) will 
be close to the Parties' combined share. When looking at triple -play offers 
combining fixed telephony, fixed broadband access and pay -TV services, the Partie s' 
combined market share is [30 -40%] , but Wind's  increment is only marginal ([0 -
5%]). 
(179)  Second, according to the Notifying Party, the Parties are not close competitors. The 
Parties' activities do not overlap in the supply of fixed/mobile bundles because Nova 
is not active in the supply of mobile communications services. In addition to that, 
Wind provides dual -play (fixed telephony and fixed broadband) offers, triple -play 
offers i ncluding mobile telecommunications services, and also quadruple -play 
packages, in the sense that it offers pay -TV services to the subscribers of its triple -
play offer. Wind's pay -TV services however are not available on a stand -alone basis. 
Nova also provi des similar dual -play packages, but does not offer fixed -mobile 
triple -play packages, nor quadruple -play packages.  
(180)  Third, the Notifying Party submits  that customers can easily switch providers. As for 
the fixed and internet retail services, customers can e asily switch mobile operators 
and are not loyal to an operator. Additionally, it appears that when considering 
changing supplier, the ability to bundle a stand -alone service with another service is 
not the main criterion of choice for the customers.  
(181)  Fourth , the Notifying Party submits that market entry is likely. Indeed, Volton is 
highly likely to enter the Greek market and aims to provide fixed internet, fixed 
telephony and mobile services at retail level. Hence, it would be in position to offer 
dual-play and fixed/mobile triple -play bundles  in the near future.  
                                                 
125  As to possible coordinated effects, the Commission considers that a number of factors make coordination 
unsustainable in the present case. The market shares of the parties and of the competitors remaining on the 
market are asymmetric (the market is led by OTE with a [50-60%] market share), which makes it difficult 
for them to align their interests and reach a common strategy. Second, consumers are price sensitive and 
tend to switch providers. The main reason for switching remains the price but market partic ipants have 
also indicated the network quality (broadband speed) as a reason for switching. Finally, new entries are 
possible in the near future in the retail market for fixed internet access services.  
 
 
42 5.4.4.2.  The Commission’s assessment  
(182)  The Commission considers that the Transaction does not raise horizontal concerns in 
the market for retail supply of multiple -play services for the following reasons.  
(183)  The m arket shares of the Parties are moderate.  On the overall market for multiple -
play services , the combined market share of the Part ies is [20 -30%]  in volume in 
2020 (with an incre ment by Nova of approximately [10 -20%] ). OTE is and will 
remain the leading  player in multiple -play services with a market share between 
45%-55% in volume. Vodafone's market share (between 15% -25% in volume) will 
be close to the Parties' combined share.  
(184)  If the market is segmented in fixed bundles (i.e. double play, with fixed telepho ny-
fixed broadband, and triple -play, with fixed telephony -fixed broadband and pay -TV) 
and FMC bundles including mobile services, the Commission observes that Nova is 
not active in mobile telecommunications services  and the Transaction would 
therefore have no effects in the latter segment.     
(185)  When looking at double -play, fixed telephony -fixed broadband internet access, the 
combined market share of the Parties reaches [30-40%] (in volume, in 2020) . In this 
case, the merged entity is the second player after OTE, which has a market share of 
35-45% in volume, and slightly above Vodafone, with a market share of 20 -30% in 
volume. The Commission considers that the market has significant alternative s to the 
merged entity and that  Nova and Wind remain dependent on O TE for access to the 
fixed infrastructure, which weakens their ability to compete.  
(186)  In the fixed triple -play segment (i.e. fixed mobile, fixed broadband and pay -TV), the 
combined market share of the Parties is  slightly above 30% in volume in 2020. The 
incre ment brought by Wind is a mere [0 -5%] in volume. The market is characterised 
by a very significant presence  by OTE, with a market share of 50 -60% in volume 
and Vodafone has a significant presence of 5 -15% in volume. The Commission 
considers that the aforem entioned consideration that the Parties do not have access to 
their own fixed infrastructure also applies to this segment . In addition, with respect 
to pay -TV, OTE offers standalone pay-TV propositions that would put pressure on 
the merged entity. Also, Nova has recently faced financial difficulties in acquiring 
TV content for its pay -TV offer.  
(187)  In terms of closeness of competition, at least in the bundles including pay -TV, the 
Parties do not appear to be close competitors, as with respect to that specific s ervice 
Nova is close to OTE, while Wind has a stronger proposition in mobile services .126 
More in general, respondents to the market investigation do not identify the Parties 
as close competitors in multiple -play services.127 
(188)  With respect to customers ’ ability  to switch between different providers of bundled 
services, the market investigation has indicated that contractual barriers exist. 
                                                 
126  Replies to Questionnaire Q1 to competitors, questio n 66.3.  
127  Replies to Questionnaire Q1 to competitors, questions 66.1 and 66.2.  
 
 
43 However, OTE indicates that such barrier do not prevent customers from 
switching.128      
(189)  Finally, the Commission notes that it has not received any complaints from the 
respondents to the market investigation regarding the market for retail supply of 
multiple -play services.  
(190)  Therefore, for the reasons set out above, the Commission concludes that  the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market as a result of horizontal effects on the market for retail provision of multiple -
play services.129 
5.4.5.   Horizontal non -coordinated effects in the market for retail pr ovision of audio -visual 
services  
5.4.5.1.  The Notifying Party’s view  
(191)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the retail market for the supply of audio -
visual services in Greece for the following reasons.  
(192)  First, the Notifying Party submits that  unlike Nova, Wind does not provide retail 
pay-TV services on a standalone basis but only in combination with fixed internet 
access services. This results in no real overlap between the Parties' activities in the 
retail supply of pay -TV services in Greece.  
(193)  Second the Notifying Party submits that there is also no overlap between the Parties' 
activities upstream in the audio -visual value chain in Greece given that Wind, unlike 
Nova, is not active in the production and supply of content or in the wholesale 
supply of TV channels: it simply acquires channels that it aggregates on its retail 
pay-TV service.  
(194)  Third, according to the Notifying Party the merged entity will still be the second 
largest pay -TV operator following the Transac tion with a market share of [30 -40%]  
in volume, far behind OTE.  
(195)  Fourth, the Notifying Party submit s that the Parties are not close competitors in the 
retail supply of paid -TV services.  In particular, u nlike Nova (and OTE and 
Vodafone), Wind does not provide retail pay -TV services  on a stand -alone basis but 
only in combination with fixed broadband services.  Additionally, Wind and Nova 
use different distribution technologies to provide their pay -TV services . Nova's pay -
TV offering is perceived as more premium than Wind’s. While  Nova's off ering 
encompasses four different packs (family, sports, cinema and full  pack), Wind's 
                                                 
128  Replies to Questionnaire Q1 to competitors, question 67.1. According to OTE: “ there may be contractual 
penalties for terminating before the end of the commitment period. Sti ll, customer can switch 
operator ….”. 
129  As to possible coordinated effects, the Commission considers that a number of factors make coordination 
unsustainable and, therefore, unlikely in the present case. First, after the Transac tion, the market shares of 
the Parties and of the competitors remaining on the market will be asymmetric, which makes it difficult 
for them to align their interests and reach a common strategy. Second, bundled offers make tariffs 
complex and opaque. There is no evidence to suggest th at the Transaction will increase the degree of 
transparency on the market.  
 
 
44 offering is limited to two packs (family and full pack, which includes  sports). 
Finally, Nova is active in the acquisition of premium content, acquiring sports rights 
and films  rights in competition with OTE, to produce its own channels. Wind only 
distributes third -party channels and does not invest in acquiring broadcasting rights.  
Based on the above, Nova’s closest competitor in the supply of pay -TV services is 
OTE, whic h has a similar  positioning and produces its own TV channels.  
5.4.5.2.  The Commission’s assessment  
(196)  The Parties are only active in the retail provision of pay -TV services. Therefore, 
whether retail FTA offerings are considered or not part of the same market as pay -
TV, this does not affect the outcome of the assessment, as in an overall market, the 
Parties would compete with a large number of FTA retail services (FTA TV has a 
penetration of 75% in Greece)  and their combined market share would be diluted .  
(197)  The Commiss ion considers that the Transaction does not raise horizontal concerns in 
the market for retail provision of audio -visual services.  
(198)  First, in 2020, in the overall market for the retail supply of pay-TV, the merged 
entity’s market share was [30-40%] in volum e and [30-40%] in value, but has been 
decreasing in the last three years.  In fact,  the Parties’ combined market share in 
volume was [30-40%] in 2019 and [30-40%] in 2018. Similarly , their combined 
market share in value was [40-50%] in 2019 and [40 -50%] in 2018.  In particular, the 
market share of Nova has been declining in recent years, partly due to its financial 
difficulties, leading to reduced investments in content and channel acquisition. At 
the same time, Wind, since its market entry in 2018, has only grown to a limited 
extent and has positioned itself mainly as a basic pay -TV provider.130 
(199)  Second,  the increment  brought by Wind is limited ([0 -5%] in value and approx. [5 -
10%]  in volume), while the market share of OTE remains above 50%  and Vodafone 
has been increasing its market share, both in value  (from  0-5% in 2018 to the current 
[5-10%]) and in volume  (from [5 -10%] in 2018 to the current [10 -20%]). 
(200)  Third, i f the market is segmented in premium and basic pay -TV, the Parties’ 
combined market share in premium  pay-TV is significant ( 35-45% in value and [30 -
40%] in volume), but th e overlap is rather limited ([0 -5%] at most). OTE remains the 
strongest competitor  (55-60% in value and [50 -60%] in volume) . In the basic pay -
TV segment , the Parties’ combined market sh are remains significant  (30-40% in 
value and approx. [40 -50%] in volume), but so does competition from Vodafone 
(20-25% in value, approx. [30-40%] in volume) and OTE (35 -40% in value approx. 
[20-30%] in volume), in a market segment that is significantly sm aller than the 
premium segment both in value and in volume  and subject to strong competition 
from FTA TV services, which have a large penetration in Greece . 
(201)  Fourth , the Parties do not appear to be close competitors.131 As mentioned above, 
unlike Nova (and OT E and Vodafone), Wind does not provide retail pay -TV services 
on a standalone basis but only in combination with  broadband internet services. 
                                                 
130  Wind has a market share of [0 -5%] in volume in premium pay -TV and [20-30%] in volume in basic pay -
TV. 
131 Replies to Questionnaire 1 to competitors, question 58.  
 
 
45 Wind and Nova also use different distribution technologies to provide their pay -TV 
services to their subscribers. Nova has a similar positioning and subscriber base to 
OTE, which also produces its own TV channels. There are also differences in 
Wind’s and Nova’s respective product offering. While Nova's offering encompasses 
four different packs (family, sports, cinema and full pack), Wind's offering is limited 
to two packs (family and full pack, which includes sports).  
(202)  Fifth , the market investigation results have confirmed that the Parties are not close 
competitors and that Wind is not a particularly important competitive force. Indeed, 
none of the respondents to the market investigation considers them as close 
competitors.132 Also, ranking providers of audio -visual services according to various 
criteria (i.e. price, quality of  network, quality of content, discounts and availability of 
bundled offers), the Parties do not rank close to each other. In fact , Wind ranks high 
for prices (but according to a respondent, behind Netflix) and discounts, while Nova 
is preferred for availab ility of attractive content and the quality of the services (a 
respondent, however, ranks Netflix higher in both parameters). Another respondent 
ranks Nova close to OTE and Wind close to Vodafone.133 
(203)  Sixth , the results of the market investigation confirm tha t OTT players (such as 
Amazon and Netflix) exert significant competitive pressure on market players using 
other distribution methods .134 In addition, the majority of respondents to the market 
investigation expects new market entry in the next 2 -3 years.135  
(204)  Finally, the Commission notes that it has not received any complaints from the 
respondents to the market investigation regarding the market for retail provision of 
audio -visual services.  
(205)  Therefore, for the reasons set out above, the Commission concludes that  the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market as a result of horizontal effects in the market for retail provision of audio -
visual services.136 
                                                 
132  Replies to Que stionnai re 1 to competitors, question 58.1 . 
133  Replies to Questionnai re 1 to competitors, question 59 . 
134  Replies to Questionnaire 1 to competitors, question 60.  
135  Replies to Questionnaire 1 to competitors, question 62.  
136  As to coordinated effects, the Commission considers that a number of factors make coordination 
unsustainable. First, the market shares of the Parties and of the competitors remaining on the market are 
asymmetric, which makes it difficult for them to align their interests and reach a com mon strategy. 
Indeed, after the Transaction, OTE will h ave a market share of approx. [50 -60%]  in volu me. The merged 
entity approx. [30 -40%] and Vodafone will be the smallest operator with [10 -20%]. Second, the 
Commission notes that the important variety of  offers which exist on the market limits market 
transparency. There is also no evidence to suggest that the Transaction will increase the existing degree of 
market transparency. Third, the market investigation has indicated that there is a high degree of 
competition in the market, with existing OTT platforms (such as Netflix) exerting a competitive constraint 
on the market of retail audio -visual services and new entries (such as Disney+ and HBO Max) expected to 
launch in Greece in 2022.  
 
 
46 5.4.6.  Horizontal non -coordinated effects in the wholesale market for t he supply of TV 
channels (acquisition side)  
5.4.6.1.  The Notifying Party’s view  
(206)  The Parties’ activities overlap on the acquisition side of the wholesale market for the 
supply of TV channels, where both Nova and Wind acquire TV channels. There is 
no overlap on the s upply side of such market, as only Nova, not Wind, is active in 
the wholesale supply of TV channels. In this respect, t he Notifying Party submits 
that the proposed Transaction would not give rise to any competitive concerns in 
relation to the wholesale mar ket for the acquisition of TV channels in Greece for the 
following reasons.  
(207)  First, the Notifying Party submits that the vast majority of Wind's acquisition spend 
on TV channels, will be "captive" acquisitions post -Transaction, which means that 
its market share would be considerably   lower  ([5-10%]) than in case the captive -
sales were also to be taken into account  ([20-30%]). In any event, the Parties' 
combined market share would thus not exceed 25%. Consequently , the merged 
entity will not be  in a position to impose its own terms and conditions on channel 
suppliers.  
(208)  Second, the Notifying Party submits that it  does not acquire any premium pay -TV 
channels  as the premium pay -TV channels available on its retail pay -TV service  are 
its own channels, Novasports and Novacinema. This co ntrasts with Wind, which 
acquires primarily premium pay-TV channels. There is, therefore, only a limited 
overlap in the acquisition of FTA and basic pay -TV channels.  
5.4.6.2.  The Commission’s assessment  
(209)  The Commission considers tha t the Transaction does not raise horizontal concerns in 
the wholesale market for the supply of TV channels.  
(210)  The Parties’ combined market share, based on pre -transaction spending,  in the 
overall market for TV channels,  is [40 -50%] in value and [30 -40%] in volume. 
However, the majority of Wind's acquisition spending on TV channels ( …) is 
accounted for by Nova’s Novasports channels. Post -transaction, such spending in 
channels will be internalised by the merged entity and Wind’s market share (in 
value) will be only [5 -10%] (and no longer [20 -30%]). The Parties' combined market 
share would thus not exceed  25%.137 In this respect, the Commission also notes that 
in particular Nova’s investments in the acquisition of TV channels have decreased in 
the last three years, with its market share in value decreasing almost by half, from  
[30-40%] in 2018 to [10 -20%] in 2020.     
(211)  If the wholesale market for the supply of TV channels is segmented in FTA channels 
and pay -TV channels, there is no overlap between the Parties in the acquisition of 
FTA channels, as Wind’s market share is [0-5%]. In the segment for  the acquisition 
                                                 
137  Guidelines on the  assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings OJ C 31, 5.2.2004, paragraph 18. Concentrations which, by reason 
of the limited market share of the undertakings concerned, are not liable to impede effective competition 
may be presumed to be compatible with the common market. An indication to this effect exists, in 
particular, where the market share of the undertakings co ncerned does not exceed 25%  either in the 
common market or  in a substa ntial part of it . 
 
 
47 of pay-TV channels, the combined market share of the Parties , in value, in 2020, is 
[20-30%] (with an increment by Wind of [10-20%] in value, excluding the channels 
it currently purchases from Nova ). Nova’s market share has nearly halved in the last 
three  years (from [30-40%] to [10-20%] in value), while the market share of OTE 
has remained stable around [20-30%] in value and Vodafone’s market share has 
increased from [20-30%] to [20-30%] in value.    
(212)  If the market for pay -TV channels is segmented in basic and premium pay -TV 
channels,  Nova has a n [5-10%] market share , in value , in 2020 , in the acquisition of 
premium pay -TV channels.  Wind acquires its premium pay-TV channels exclusively 
from Nova  and has a market share in value of [40-50%], which will be 0% post -
Transaction. With respect to basic pay -TV channels, the Parties’ combined market 
share, in value , in 2020, is [50-60%] (with an increment of [20-30%] by Wind). Such 
market share, however, has been decreasing since 2018, when it was [50-60%] in 
value. Over the same period, Vodafone has more than doubled its market share in 
value from [5-10%] to [10-20%], and O TE has remained stable around [30 -40%] in 
value . 
(213)  If the market for premium pay -TV channels is segmented in premium sports and 
premium film channels, Nova produces in -house most of its sports premium 
channels and thus has a market share of just [5-10%], in value , in 2020, in such 
segment.  Wind  has a pre -Transaction market share of [40 -50%] in value, but only 
acquires the Novasports channels from Nova an d thus its market share post-
transaction will be 0%, as all of its acquisitions will become captive . Neither party 
acquires  premium film pay-TV channels  and therefore their combined market share 
is 0%.   
(214)  The Commission further considers that other factors contribute to exclude 
competition concerns, as explained below.   
(215)  First Vodafone and OTE  will still have  market shares in value of [20-30%] and [30-
40%] respectively in the  overall wholesale market for the  acquisition of TV 
channels . The Commission considers, in particular, that Vodafone’s ma rket share in 
value has increased in the last three years, from [10 -20%] in 2018 to  [20-30%] in 
2020 . This shows that , on the acquisition side of the market, the Parties’ competitors 
are investing and, post-Trans action, there will be sufficient alternatives to the 
merged entity . 
(216)  Second , in light of the market share evolution of the Parties and of their competitors, 
the Transaction does not appear to significantly increase the Parties’ bargaining 
power, particularl y in consideration of the fact that, on the supply side, the providers 
of TV channels are large entities such as Disney/Fox, NBC Universal and Discovery, 
capable of exerting significant negotiation power.   
(217)  Third , the competitors responding to the market in vestigation do not identify the 
Parties as close competitors.138 It appears that Nova’s and Wind’s current channel 
purchasing strategies have a different focus and therefore the Transaction would not 
necessarily lead to an overlap.  Nova, in fact, produces in -house part of its channel 
                                                 
138  Replies to Questionnaire Q1 to competitors, question 63.1. Replies to Q2 to TV channel providers, 
questions 12.1 and 12.2.  
 
 
48 proposition, for both sports and movies, and ranks itself as a premium pay -TV 
provider at retail level. Wind, on the other hand, seems to position itself as a basic 
pay-TV provider and appears to have a  commercial approach relying more on 
competitive pricing, discounts and bundled offers, than on the acquisition of 
attractive TV content.139  
(218)  Fourth, the  market investigation participants have not expressed concerns that the 
Transaction could materially incr ease the bargaining power of the merged entity vis -
à-vis third party channel suppliers. They also took the view that post -transaction 
there  will be a sufficient number of alternative acquirers other than Nova/Wind.140 
Two TV channel providers have also indic ated that the merged entity would have an 
incentive to pass on to customers any price reduction it might obtain from such 
channel providers post -Transaction .141  
(219)  Finally, the Commission notes that it has not received any complaints from the 
respondents to th e market investigation regarding the wholesale  market for  the 
acquisition  of TV channels . In particular, TV channels suppliers have no concerns as 
to the effects of the Transaction on their business or on the market for the acquisition 
of TV channels (two of them expect a positive impact).142 TV channels providers 
responding to the market investigation indicate that their remarks apply to all market 
segments.143   
(220)  Therefore, for the reasons set out above, the Commission concludes that the 
Transaction does not r aise serious doubts as to its compatibility with the internal 
market as a result of horizontal effects on the wholesale market for the acquisition of 
TV channels.144 
                                                 
139  Replies to Questionnaire Q1 to competitors, question 59.  
140  Replies to Questionnaire 2 to TV channel provider s, questions 14 and 16.  
141  Replies to Questionnaire 2 to TV  channel providers, questions 15 and 15.1 . 
142  Replies to Questionnaire 2 to TV  channel providers, questions 17 and 18 . 
143  Replies to Questionnaire 2 to TV  channel providers, question 20 . 
144  As to coordinated effects, the Commission considers that a number of factors make coordination 
unsustainable and, therefore, unlikely in the present case. First, the Commission observes that the market 
shares of the parties and of the competitors remaining on th e market are asymmetric, which makes it 
difficult for them to align their interests and reach a common strategy. Second, the level of transparency 
with respect to prices in the market is limited, due to the absence of public information. Distribution 
agree ments are often confidentially negotiated, on a bilateral basis , between the supplier and the provider 
of TV channels. If operators active in the retail supply of TV channels can observe the catalogue of TV 
channels offered by their competitors, informatio n on the prices and contractual terms at which these TV 
channels have been acquired are hardly accessible.  There is also no evidence to suggest that the 
Transaction will increase the existing degree of transparency. Third, the Commission further notes that  
competition in the retail side of the market compels TV providers to acquire a wide variety of channels, in 
order to offer a good v ariety of packages and content.  Therefore, the suppliers of TV channels hold a 
certain degree of power with respect to the b ilateral negotiations, which makes it more difficult for 
acquirers of TV channels to reaching terms of coordination.  
 
 
49 5.4.7.  Horizontal non -coordinated effects in the wholesale market for termination and 
hosting of ca lls to non -geographic numbers in Greece  
5.4.7.1.  The Notifying Party’s view  
(221)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the wholesale market for termination and 
hosting of calls to non-geographic numbers in Greece  for the following reasons.  
(222)  First, t he Notifying Party submits that the Parties' combined market share remains  
below that of OTE . Nova has very few activities on  this market, with a market share 
limited to [5 -10%] in value.  
(223)  Second, according to the Notifying party, c ustomers may easily switch suppliers as 
contracts are concluded for a maximum period of two years. They also  have very 
significant countervailing buyer  power.  
(224)  Third, the Notifying Party submits that b oth premium  and non -premium non -
geographic numbers are declining  because of the increasing use of internet. People 
resort to websites and corporate customers are also increasingly relying on their own 
websites  and applications for helpdesk services, instead of non -geographic numbers. 
Only public sector  companies still resort to non -geographic numbers.  
5.4.7.2.  The Commission’s assessment  
(225)  The Commission considers that the Transaction does not raise competition concerns 
for a number of reasons. First, Nova and Wind's combined ma rket share is [30-40%] 
in value  and [30-40%] in volume . 
(226)  Second, the respective increments by Nova are small , namely  [5-10%] and [10-20%] 
in value and volume respectively .  
(227)  Third, there are sufficient alternatives in the market. The Parties’ combined market 
share is still lower than that of OTE ([40 -50%] in value, [40 -50%] in volume), which 
is still and by far the first player on the market. Nova has very few activities on this 
market, with a market share limited to [5 -10%] in value.  
(228)  Fourth,  customers may easily switch suppliers and have very significant 
countervailing buyer power.145 Wind's revenues are  […]. Contracts concluded with 
customers are for a short duration, one to two years maximum. Commercial 
negotiations or tender processes  are regularly triggered by customers at the end of 
their contract to obtain better pricing conditions.146 Both premium and non -premium 
non-geographic numbers are declining because of the increasing use of internet, 
which progressively replaces non -geographi c numbers.147 
(229)  Finally, the Commission notes that it has not received any complaints from the 
respondents to the market investigation regarding the wholesale market for 
termination and hosting of calls to non -geographic numbers in Greece.  
                                                 
145  Replies to Questionnaire 1 to competitors, questions 69 and 70.  
146  Form CO, paragraph 549.  
147  Form CO, paragraph 552.  
 
 
50 (230)  Therefore, for the r easons set out above, the Commission concludes that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market as a result of horizontal effects in the wholesale market for termination and 
hosting of calls to non -geograp hic numbers in Greece.148 
5.5. Assessment  of vertical effects  
5.5.1.  Introduction  
(231)  In this Section, the Commission will assess whether the proposed Transaction would 
give rise to foreclosure in any of the markets that are vertically affected. A merger is 
said to result in foreclosure where actual or potential rivals' access to supplies or 
markets is hampered or eliminated as a result of the merger, thereby reducing these 
companies' ability and/or incentive to compete.149 
(232)  Two forms of foreclosure can be distinguished. The first is where the merger is 
likely to raise the costs of downstream rivals by restricting their access to an 
important input (input foreclosure). The second is where the merger is likely to result 
in fore closure of upstream rivals by restricting their access to a sufficiently large 
customer base (customer foreclosure).  
(233)  Customer foreclosure may occur when a supplier integrates with an important 
customer in the downstream market. Because of this downstream presence, the 
merged entity may foreclose access to a sufficient customer base to its actual or 
potential rivals in the upstream market (the input market) and reduce their ability or 
incentive to compete.150 
(234)  In assessing the likelihood of an anticompetitive customer foreclosure scenario, the 
Commission examines the three following cumulative elements: first, whether the 
merged entity would have the ability to foreclose access to downstream markets by 
reducing its purchases from its upstream rivals; second, wh ether it would have the 
incentive to reduce its purchases upstream; and third, whether a foreclosure strategy 
would have a significant detrimental effect on consumers in the downstream market 
intertwined.151 
5.5.2.  Vertical effects in the wholesale market for the s upply of TV channels  
(235)  Nova is active upstream in the wholesale market for the supply of TV channels (with 
a market share of [30-40%] in value), while both Wind and Nova are active 
downstream in the Greek market for the retail provision of audio -visual services 
                                                 
148  As to coordinat ed effects, the Commission observes that the current market situation is characterised by a 
certain market share asymmetry, which the Transaction will not modify, and will make it difficult to align 
the operators’ interest and reach an agreement on a commo n strategy. In fact, Nova and Wind's combined 
market share ([30 -40%] in value, [30-40%] in volume) remains sig nificantly below that of OTE ([40 -
50%] in value, [40 -50%] in volume), which is still by far the first player on  the market. Vodafone has only 
[0-5%] of the market. In addition, the Commission notes that the demand for such services is decreasing, 
as customers increasingly use websites and chatbots. Also, the market is characterised by a certain degree 
of buyer power and barriers to entry are rather low, allowing the entry of new players, such as call centres 
providers.  
149  Non-Horizontal Merger Guidelines, paragraph 29.  
150   Non-Horizontal Merger Guidelines, paragraph 58.  
151   Non-Horizontal Merger Guidelines, paragraph 59.  
 
 
51 (with combined market share of [30-40%] in volume and [30-40%] in value  in 
2020 ).  
(236)  In particular, Nova produces the Novasports channels, available on its own pay -TV 
offer and supplied wholesale to third parties. Nova also produces Novacinema 
channels, which it reserves for its own pay -TV offer.   
(237)  If the market is segmented in basic pay -TV channels and premium pay -TV channels, 
Nova is not active in basic pay -TV channels. If premium pay -TV channels are 
segmented in premium sports pay-TV channels and premium film pay-TV channels, 
Nova is not active in premium film pay-TV channels , while it has a market share of 
[70-80%] in premium spor ts pay -TV channels.  
5.5.2.1.  Input foreclosure  
5.5.2.2.  The Notifying Party’s views   
(238)  In terms of possible input foreclosure  of the premium sports pay -TV channels , the 
Notifying Party emphasises that Nova does not have the ability to engage in an input 
foreclosure strategy because its market share in the market for the wholesale supply 
of TV channels is limited ( [30-40%]) and because it lacks market power. Indeed, 
none of its channels are “must have”. Even when looking at narrow segments such as 
the supply of premium sports pay-TV channels, Nova would not be able to 
effectively soften competition on the retail market as Nova’s main competitor OTE 
would not be affected by any foreclosure strategy given it has its own captive sports 
channels. Furthermore, independent of any agr eement regarding the Novasports 
channels, Vodafone (which is an established operator both in Greece and 
internationally) will in any case remain able to switch to in -house supply of premium 
sport content by bidding for sport rights itself.  
(239)  Nova does not ha ve the incentive to engage in an input foreclosure strategy  either . 
The Notifying Party submit s that Vodafone’s announcement not to carry the 
Novasport s channels, after the end of the contract with Nova, only triggered a very 
limited churn. Therefore, acco rding to the Notifying Party, Nova has barely anything 
to gain from an input foreclosure strategy. Any downstream gains resulting from this 
churn would thus be dwarfed by the upstream losses associated with the carriage fees 
and advertising revenues that N ova earns by supplying its Novasports channels to 
third parties, making any input foreclosure strategy unprofitable. Furthermore, Nova 
is already vertically integrated pre -Transaction and, given Wind’s minor presence in 
retail pay-TV, the Transaction does not in any case materially change Nova’s 
incentives to offer its Novasports channels to third parties on reasonable and fair 
terms.  
(240)  Finally, the Notifying Party submit s, such a strategy would not in any event have any 
anti-competitive effect. Indeed, it wo uld not significantly affect the competitive 
pressure the merged entity would face,  as evidenced by the minimal churn the 
Notifying Party estimates has affected Vodafone since the expiration  of the 
Novasports agreement.  The merged entity will continue to f ace strong competitive 
pressure from OTE which  has a very strong offering including sports ch annels, is 
pricing aggressively  and is the leader in  the pay -TV retail market with more than 500 
000 subscribers a nd a market share close to [50 -60%],  as well as from ERT and 
Eurosport.  
 
 
52 5.5.2.3.  The Commission’s assessment  
(241)  In line with the Non -Horizontal Guidelines, in assessing the likelihood of an 
anticompetitive input foreclosure scenario, the Commission examines, first, whether 
the merged entity would have, post-merger, the ability to substantially foreclose 
access to inputs, second, whether it would have the incentive to do so, and third, 
whether a foreclosure strategy would have a significant detrimental effect on 
competition downstream.152 
(A) Ability to foreclo se 
(242)  The Commission preliminar ily notes that, in carrying out its assessment, the 
Commission must take into account only the changes brought about by the 
Transaction. In this respect, the Commission notes that Nova already controlled the 
Novasport s channels and could therefore, in theory, already have withheld them to 
downstream providers of retail TV services pre -Transaction. The change, as a result 
of the Transaction, is the addition of Wind's downstream customer base.  The aim of 
such a foreclosure strategy  would be to increase demand for the  merged entity's own 
downstream retail pay-TV services simultaneously  reducing demand for competitor's 
retail services thereby increasing the  merged entity's downstream profits.  
(243)  Even considering that Nova’s ability to en gage into such conduct would ensue from  
the Transaction, t he Commission considers that the merged entity will not have the  
ability to engage in input foreclosure by restricting access to the merged entity’s 
premium sports pay -TV channels (the Novasport s channels ) for a number of reasons 
explained in the following paragraphs . 
(244)  First, the Commission considers that Nova is subject to the pressure of sports rights 
holders, which favour maximal exposure of their content, given the importance of 
sponsorship and  advertisement income in addition to the income accrued through the 
licensing of the content. Therefore, some rights holders push broadcasters  to 
distribute their content as widely as possible and Nova will not be able to foreclosure 
the Novasports channel s without harming its relationship with right holders, in view 
of future broadcasting rights acquisitions.  
(245)  Second, i n order to determine whether the merged entity has the ability to foreclose 
the Novasport s channels, the Commission shall consider whether s uch channels are 
an important input .153 
(246)  The evidence on the Commission’s file supports the conclusion that premium sports 
channels are not a decisive factor  to compete on the downstream market for the 
provision of retail audio -visual services.  
(247)  Studies and ma rket surveys provided by the Notifying Party , in fact,  indicate that  
[…].154 
                                                 
152  See Non -Horizontal Guidelines, paragraph 32 . These three conditions are cumulative, so that the absence 
of only one of them is sufficient to exclude the risk of an anticompetitive input foreclosure. See General 
Court judgment of 23 May 2019, in case T -370/17, KPN v Commissio n, paragraph 119.  
153  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 265/6, paragraph 34.  
154  Annex 1A to Reply to RFI 4  […].  
 
 
53 (248)  Another study,155 dated April 2021 (thus preceding the Transaction), indicates that  
[…].156 As to the relevance of pay-TV sports  channels , in attracting viewers to pay -
TV, the study notes  that […].157 Among the reasons  to subscribe pay -TV services, 
[…].158 In terms of reasons for accepting the renewal of a pay -TV contract,  […]. 
(249)  While the assessment of the competitive relevance of premium sports channels is 
done from the perspective of the ir acquirers (TV services retailers ),  indication of a 
relatively low relevance of sport content as an input for pay -TV and, in turn, of pay -
TV as a driver for subscribing multiple -play services  comes also from the market 
investigation . In fact, a competitor of the Parties, indicates that “the most popular 
multiple play package in Greece i [s] still Fixed Internet access – Fixed telephony. 
The reasons are: (i) economy, and (ii) n on-extensive use of TV services (excluding 
the sports public) .”159 
(250)  The figures submitted by the Notifying Party  confirm that viewers are attracted to 
pay-TV by movies and entertainment, more than by sports. In fact, a significant 
proportion of Nova’s customers ( […], equal […] customers) have subscribed to 
Nova’s pay -TV as a standalone service.160 They did so at a time when the 
Novasport s channels were available on both Vodafone and Wind platforms and OTE 
had a significant offer of sports channels. The Commission thus considers that their 
choice of Nova has been determine d by the possibility to watch the Novacinema 
channels that Nova has never licensed to any third party.   
(251)  Third, Even assuming that sports are an important input to differentiate a provider’s 
commercial offer in pay -TV and in multiple play  (quod non) , the Co mmission 
considers that there is a broad offering of broadcasting rights, which are contestable 
and up for tender or negotiations.  Therefore, as a counterstrategy, TV retailers that 
are unable to buy the rights to the Novasport s channels could themselves bid for the 
acquisition of broadcasting rights for sport content and produce their own channels.    
(252)  In this respect, the Commission considers that b roadcasting rights of sport events are 
widely contestable and come up for tender regularly. The Greek  Super League , for 
example,  does not sell its broadcasting rights through a collective tender  but, since 
2018, teams are free to award the rights to their matches individually through 
bilateral negotiations.161 The Commission consider s that such market structure  
increases the amount of broadcasting rights available and the opportunity for bidders 
to secure broadcasting rights for at least some of the teams.  In addition, the current 
contracts signed by the football teams of the Greek Super League with Nova and 
OTE expire either in 2022 or in 2023, opening further opportunity for any operator 
to secure such rights.162 Other sports broadcasting rights , domestic and international, 
will be up for tender, beginning in 2022 and 2023 (Greek basketbal l league, UEFA 
Champions League and UEFA Europa League , Basketball Euroleague, Wimbledon 
                                                 
155  Annex 2 to Reply to RFI 4,  […]. 
156  […].  
157  […].  
158  […].  
159  Q1 to Competitors, replies to question 65.1.  
160  Reply to RFI 4, paragraph 12.1.  
161  Form CO, paragraph 469.  
162  Reply to RFI 4, Table 2.  
 
 
54 and possibly Formula 1 ). For such reasons, the Commission considers that Nova’s 
position is contestable in the upstream market for the acquisition of broadcasting 
rights to sports event s. 
(253)  Fourth, offering premium sports  channels is not the only way for a retail TV 
provider to differentiate itself. Particularly in a country, such as Greece, where 
multiple -play services are increasing ly popular, TV retail providers that are active in 
other market s are able to differentiate themselves through discount and promotions  
involving other services . Vodafone, in particular, seems to have adopted such a 
strategy. In fact, pending the negotiations with Nova over the Novasports contract 
renewal, it has invested resources in the acquisition of HBO broadcasting rights163  
(254)  Vodafone would also have the possibility to differentiate its pay -TV offer, by 
carrying other sports channels, including Eurosport and  FTA channels that offer 
sports events. Eurosport’s portfolio of sports events, in fact, include s the Olympic 
Games, three tennis Grand Slam tournaments (the Australian Open, Roland Garros, 
and the US Open), athletics, major cycling events, such as the Tou r de France, the 
Giro d’Italia, and La Vuelta, winter sports (alpine skiing, ski jumping, biathlon, 
curling, ice hockey, etc.) and the golf PGA Tour. Eurosport estimated market share 
in the wholesale market for prem ium sports pay -TV channels is [10 -20%] and the 
channel provider ranks as a premium sports channel, not only for its portfolio of 
broadcasting rights, but also in terms of viewership and pricing strategy.164         
(255)  Fifth , even if in Greece there is no list of major sports event that must be broadca st 
free-to-air, the Notifying Party points to a current business practice, whereby the 
pay-TV operator , which owns the TV rights of the Greek Football Final Cup, usually 
grants the right to an FTA channel for a delayed broadcast of the match. 
Furthermore, the finals of the UEFA and Europa Champions League (football) are 
also broadcast via FTA channels (usually by ERT, the public broadcaster). These 
practices do not result from a specific mandatory provision of the Greek legislation 
since no list of major ev ents has been issued yet.  The Commis sion considers that 
such practice de facto  constraints Nova’s ability to engage into input foreclosure.  
(256)  Sixth, there is a significant availability of alternative channels, which, in Greece, 
broadcast attractive sports ev ents. Premium sports content is also available to 
Vodafone subscribers on an FTA basis. In particular: (i) FTA broadcaster ERT holds 
the rights to the UEFA EURO 2024 and 2028 , which it acquired very recently,  as 
well as to the Greek Basketball League (first division of men’s basketball 
championship), (ii) ANT -1 broadcast  the EURO 2021 and currently holds the 
                                                 
163  See, for example, https://www.insider.gr/epiheiriseis/172771/nees -mahes -sti-syndromitiki -pyrodotei -
athlitikoperiehomeno  "Vodafone TV continues its radio and t elevision advertising campaign in 
November. Its  communication messages do not focus on the sports events of the platform but on series 
and movies,  since the clear goal of the company is to let the public know that Vodafone TV is the "home 
of HBO""). See  also an interview given in March 2020 by Vodafone Greece's pay -TV manager who 
highlighted the variety  of Vodafone's on -demand catalogue and the exclusive cooperation with HBO but 
makes no reference to  the premium sports content offered through the Novasports  channels  
(https://www.techpress.gr/index.php/archives/147227 ). See also See https://www.vodafone.gr/tv/hbo/.  
164  Reply to RFI 4, paragraph 9. For example, during the broadcasting of the Aus tralian Open Tennis Grand 
Slam on Nova's service via the Euro sport channels, during Stefanos Tsitsipas’ matches, Eurosport always 
ranked in Nova's top 5 channels in terms of reach, with viewership shares ranging between 18% and 35%. 
In terms of pricing, th e Notifying Party indicates that […] fees paid by Nova to Discovery for these 
channels, […], is allocated to the Eurosport channels.  
 
 
55 exclusive rights for the 2022 FIFA World Cup, (iii) MEGA holds the exclusive 
rights to the UEFA Champio ns League first pick match on Wednesdays, and (iv) 
ALPHA TV is the rights holder for Greece's National Team matches in the context 
of the UEFA Nations League and the UEFA European qualifiers (2022 -2028).      
(257)  Finally, concerning the merger specificity of No va’s ability to foreclose its sports 
channels, Vodafone has pointed to difficulties in renewing the current license for the 
Nova channels, as evidence of the fact that input foreclosure is not only possible, but 
is already being implemented. Following such  difficulties, Vodafone has announced 
that, since October 2021, the Novasports channels would no longer be available on 
Vodafone's pay -TV offers. However, on 30 July 2021 and on 9 December 2021, 
Nova has submitted to Vodafone two offers to renew the expire d contract.  […].   
(258)  Therefore, for the reasons set out above, the Commission concludes that the merged 
entity would not have the ability to engage in a foreclosure strategy in relation to the 
Novasport s channels.  
(B) Incentive to foreclose  
(259)  The Commission considers that the merged entity will not have the incentive to 
engage in input foreclosure by restricting access to the merged entity’s premium 
pay-TV sports channel.  
(260)  First, t he Commission observes that Nova, already before the Transaction, was 
active on the retail market for audio -visual services and was licensing the 
Novasport s channels to Wind . The Transaction , therefore, would not significantly 
alter the customer base for the Novasport s channels  (because Wind’s customers were 
already viewers of the Novasports channels before the Transaction) , providing an 
incentive to Nova to forego the revenue Vodafone would pay for such channels . 
Nova , in fact, would lose the entire customer base of Vodafone , which has a market 
share of [10-20%] in volume in the pay -TV market and [40-50%] in the OTT 
market . In addition, in case of foreclosure, the merged entity would not have the 
certain ty to attract all customers leaving Vodafone, as the merged entity’s market 
share in the retail pay -TV market would be  approx. [30-40%] in volume , while such 
retail market  is led by OTE ( approx. [50-60%] in volume ) with a strong offer of self -
produced pay -TV channels. The merged entity therefore would be facing high, 
upfront inves tment s for the acquisition of broadcasting rights and the risk of not 
generating revenues at retail level sufficient to cover them.  The Commission 
considers, in fact, that Wind’s brings a limited increm ent to Nova’s customer base 
([5-10%] in volume  and only [0 -5%] in value ), while Vodafone has a market share 
of [10-20%] in value and [10-20%] in volume.  In this respect, entering into a 
wholesale agreement with Vodafone would be a less risky option.   
(261)  As to the difficulties  in renewing the contract for  the Novasport s channels, possibly  
linked to the Transaction, the Notifying Party has explained that in 2017, Nova 
entered into wholesale agreements with Vodafone and Wind allowing the two 
operators to include the Novasports channels in their respective pa y-TV offers.  […]. 
The agreement with Vodafone expired in September 2021. Following its acquisition 
of Nova (and before starting negotiations for the acquisition of Wind),  […]. In 2020, 
 
 
56 in fact, Vodafone accounted for […] of Novasports subscribers but was […] of 
Novasports costs ( […]).165 
(262)  The Commission observes, in relation to the above, that the acquisition of Nova by 
United was authorised in August 2020, one year before the Transaction was 
announced. Also, the Notifying Party provided evidence that an email  
correspondence to discuss the contract renewal started in July 2021 (i.e. 2 months 
before the term of the agreement, 15 September 2021) and so pre -dates the date on 
which the SPA for the acquisition of Wind was entered into (14 August 2021).166 
Even if Nova  had refused to renew the contract for the Novasports channels, 
therefore, such refusal would be precedent (and unrelated) to the Transaction.  
(263)  Vodafone submits that the Transaction, by adding Wind’s mobile business to Nova, 
increases the latter’s customer base and improves the financial conditions of the 
company. Nova, therefore, would have an incentive not to license its channels to 
third parties at wholesale level, in order to monetise them more profitably through 
retail distribution. Vodafone adds that s uch foreclosure is already taking place, since  
[…]. 
(264)  As mentioned above, the Transaction will only marginally alter the merged entity’s 
customer base, exposing at the same time the merged entity to the risk that the 
revenues Vodafone would have paid under t he license contract, once foregone, will 
not be recouped on the retail market, where OTE has a very strong position.  
(265)  Furthermore, Nova, on 9 December 2021, submitted an updated offer to Vodafone  
[…].167 […]. Further evidence that Nova has no incentive nor i ntention to 
foreclosure Vodafone’s access to the Novasport s channels is the fact that, pending 
the contract renewal, Nova has extended the duration of the contract from September 
to October 2021, in order to allow the negotiations to proceed.168  
(266)  On the basi s of the above considerations, the Commission concludes that the merged 
entity would lack the incentive  to engage in a foreclosure strategy in relation to the 
Novasport s channels.         
(C) Effect on competition  
(267)  The Commission considers that due to the lack of ability and incentive, it is not 
necessary  to conclude on the question whether any foreclosure strategy would have a 
negative impact on effective competition.  
(268)  In any event, the Commission considers that, even if Nova decided not to license its 
sport cha nnels, Vodafone would have the possibility to differentiate its pay -TV 
offer , by carrying other sports channels, including Eurosport  and FTA channels that 
offer sports events . 
(269)  Eurosport’s portfolio of sports events , in fact,  include the Olympic Games, thre e 
tennis Grand Slam tournaments (the Australian Open, Roland Garros, and the US 
                                                 
165   Form CO, paragraph 503.  
166   Reply to RFI 4, paragraph 5.2.  
167   Reply to RFI 4, paragraph 11.3.  
168    Reply to RFI 3, paragraph 1.13.  
 
 
57 Open), athletics, major cycling events, such as the Tour de France, the Giro d’Italia, 
and La Vuelta, winter sports (alpine skiing, ski jumping, biathlon, curling, ice 
hockey, etc.) and the golf PGA Tour.  Eurosport estimated market share in the 
wholesale market for prem ium sports pay -TV channels is [10 -20%] and the channel 
provider ranks as a premium sports channel, not only for its portfolio of broadcasting 
rights, but also in terms of viewership and pricing strategy.169       
(270)  In addition, some FTA channels  broadcast premium sports content and are (or might 
be, in case of agreement)  also available as part of  certain pay -TV platforms .170 The 
Notifying Party estimates that such channels have a market share of [10-20%] in the 
wholesale supply of premium sports pay -TV channels. Many FTA channels  show 
sports events171 and/or offer highlights of sports event produced by Nova. Alpha TV, 
in particular, is the current right holder of the Greek national football team matches 
in the UEFA Nations League and the European qualifiers for the period 2022 -
2028.172 Vodafone could  negotiate a carriage fee with such channels and 
differentiate its channel offer, including sports content . 
(271)  In case Vodafone were not successful in securing access to channels offering 
premium sports events and decide d not to bid directly for sports content , the 
Commission considers that a possible foreclosure of the Novasport s channels would 
not have a significant impact on the Greek customers. In fact, Greece has a low 
penetration of pay -TV. In total, approx. 75% of the Greek households still rely on 
FTA T V as their primary TV viewing platform, and the willingness of Greek TV 
viewers to pay for TV content remains low.173 At the same time, FTA channels have 
a wide offer of sports events. In particular:  
 ANT -1 broadcasted EURO 2021 and holds exclusive rights for  FIFA World Cup 
in 2022.  
 ERT has the broadcasting rights for UEFA Euro 2024 and 2028; the Greek 
Basketball League ; Formula 1. In addition, ERT has been the previous right 
holder, in past years, of other popular sports events and has bid for them in past 
years;  
 Alpha TV it is the rights holder for Greece's National Team matches in the 
context of the UEFA Nations League and the UEFA European qualifiers (2022 -
2028).  
                                                 
169  Reply to RFI 4, paragraph 9.  
170  Form CO, paragraph 497 and footnotes 8 and 10 to Reply to RFI 4. The Greek FTA channels which 
broadcast premium content are ERT ( 3 channels), Ant1, Alpha, Mega, Skai, Star, and Open Beyond. All 
these FTA channels broadcast both premium and non -premium content.  Nova estimates that […]  of their 
wholesale revenue (i.e. the carriage fees that the FTA channels receive  from the retailers that carry them) 
relates to premium content (sports, local films/series/pro ductions and  other content).  The Greek FTA 
channels which broadcast premium sports content ar e ERT, Ant1, Alpha and Mega. Nova estimates that 
[…] of their wholesale revenue  that relates to premium content relates to sports content.  
171  Reply to RFI 3, parag raph 6.1.  
172  Reply to RFI 4, Table 2.  
173  Form CO, paragraph 598.  
 
 
58  MEGA channel: it is the exclusive rights holder of the UEFA Champions League 
first pick match on Wednesdays.174 
(272)  At the same time, both Nova (with the EON  service , including either two or all 
Novasport s channels, at the subscriber’s choice ) and OTE  (offer ing a sports pack)  
have launched their OTT service, that can be subscribed as a standalone service  by 
customer of a third -party operator.  
(273)  On the basis of the above considerations, the Commission concludes  that, even if 
Nova had the ability and the incentive to engage in a foreclosure strategy  (quod non) , 
such foreclosure would not have a significant im pact on competition. First, 
Vodafone would be able to differentiate its pay -TV offer by either including other 
channels ( i.e. Eurosport or FTA channels offering premium sports events) or bidding 
directly for sport events. Second, should Vodafone not have s ports contents, its 
customers could have access to sports through FTA channels and/or the OTT offers 
of other providers that they can purchase while keeping their other Vodafone 
services.  
(274)  On the basis of the above considerations, the Commission concludes t hat any 
foreclosure strategy would not have a negative impact on effective competition.  
(D) Conclusion  
(275)  In light of the above, the Commission concludes that the Transaction does not raise 
serious doubts as to its compatibility with the internal market with resp ect to 
possible input foreclosure  of premium sports pay -TV channel s on the upstream  
market  for the supply of TV channels  
5.5.2.4.  Customer foreclosure  
5.5.2.5.  The Notifying Party’s view  
(276)  In relation to the risk of customer foreclosure, the Notifying Party submit s that Nova 
and Wind currently acquire channels from a variety of channel suppliers including 
inter alia Disney/Fox, Discovery, and NBCUniversal. Following the Transaction, the 
merged entity will continue acquiring channels from third parties so as to offer  a 
retail pay -TV proposition that is as attractive as possible.  The Transaction will not 
change the Parties' incentives in this regard given that Nova is already vertically  
integrated and Wind is not a channel supplier.  
5.5.2.6.  The Commission’s assessment  
(A) Ability  
(277)  In relation to the merged entity’s ability to engage into customer foreclosure after the 
Transaction, the Commission considers that the  merged entity will not have such 
ability, as the Transaction does not combine a channel supplier with an important 
custo mer. 
                                                 
174   Reply to RFI 3, paragraph 6.7 and Reply to RFI 4, Table 2.  
 
 
59 (278)  Nova is the only party to the Transaction which is a channel supplier (it provides its 
Novasport s channels ). Wind cannot be considered an important customer . First, […] 
of Wind channels purchases consists of its acquisition of the Novasport s channels 
(which the Transaction will internalise, reducing Wind’s market share in the 
acquisition of TV channels from [20-30%] to [5 -10%] in value ). Already before the 
Transaction, Wind was not a significant customer and source of revenues for channel 
suppliers.  
(279)  Second , Wind has a limited market share on the retail market for audio -visual 
services  ([0-5%] in value and [5 -10%] in volume in 2020). These figures indicate 
Wind’s limited ability to attract viewers and supports the conclusion that Wind is not 
an importa nt customer.  
(280)  Third , after the Transaction, a significant part of the downstream market will remain 
contestable for TV channels suppliers, due  to the presence of Vodafone ([20 -30%] in 
value in the acquisition of TV channels , approx. [10 -20%] in volume in th e retail 
pay-TV market ) and OTE ( [30-40%] in value in the acquisition of TV channels , 
approx. [50-60%] in volume in the retail pay -TV market ).      
(281)  The Commission therefore considers that the merged entity will not have the ability 
to engage into a custome r foreclosure strategy.  
(B) Incentive  
(282)  As to possible customer foreclosure, the Commission considers that the addition of 
Wind’s limited retail operations is unlikely to provide sufficient incentive for the 
merged entity to stop buying channels from other prov iders.  
(283)  In particular, in order to compete in the retail market for audio -visual services, it is 
necessary for providers to offer a diverse channel bouquet. Nova and Wind currently 
acquire channels from a variety of channel suppliers including inter alia Disney/Fox, 
Discovery, and NBC Universal. Focusing all channel purchases on Nova’s channels, 
following the Transaction, would result in a reduction in channel  diversity and 
attractiveness.  
(284)  The Commission therefore considers that the merged entity will likely continue 
acquiring channels from third parties so as to offer a retail pay -TV proposition as 
broad and attractive as possible.  It will thus lack the incen tive to engage into a 
customer foreclosure strategy.  
(C) Effect on competition  
(285)  The Commission considers that due to the lack of ability and incentive, it is not 
needed to conclude on the question whether any customer foreclosure strategy would 
have a negative impact on effective competition.  
(D) Conclusion  
(286)  In light of the above, the Commission concludes that the Transaction does not raise 
serious doubts as to its compatibility with the internal market with respect to 
possible customer foreclosure  of the merged enti ty on the upstream wholesale 
market  for the provision of TV channels . 
 
 
60 5.5.3.  Wholesale call termination on fixed network  
(287)  The vertical relationship between the Parties consists , upstream,  of Nova’s and 
Wind’s wholesale provision of call termination services on the  respective fixed 
networks (where each of them has a market share of 100%) and , downstream, of  (i) 
Wind’s activities on the downstream market for retail mobile telecommunications 
services, where it has a market share of approx. [20 -30%] in volume and approx. 
[10-20%] in value; (ii) Nova’s and Wind’s activities in the retail market for fixed 
telephony , where the Parties’ combined ma rket share is approx. [20 -30%] in volume 
and approx. [10 -20%] in value. This vertical relationship is affected within the 
meaning of the Merger Regulation, as the Parties exceed the 30% threshold on the 
upstream market for the wholesale  provision of call termination services on fixed 
network . 
5.5.3.1.  The Notifying Party’s view  
(288)  The Notifying Party submit s that the Transaction does not raise any concerns in 
these markets because they are heavily regulated and termination rates are capped by 
EU regulation. The markets for wholesale call termination on fixed networks are 
regulated ex -ante by the EETT. This national regulation imposes on ea ch network 
operator an obligation to provide termination services to competing operators. It also 
ensures that access to call termination is granted on reasonable conditions and that 
rates remain reasonable and non -discriminatory.  
(289)  On 1 July 2021, the Dele gated Regulation setting single maximum EU -wide voice 
termination rates became applicable.175 The Delegated Regulation sets maximum 
termination rates, directly applicable to EU operators. Therefore, the rates set out in 
the Delegated Regulation supersede the  maximum termination rates as previously 
defined by the National Regulatory Authorities. Accordingly,  the Notifying Party 
explains, EU operators are to apply a rate no higher than the relevant maximum rate 
for the respective Member State as envisaged in th e Delegated Regulation. The 
Delegated Regulation includes a transitional period during 2021 to allow for a 
gradual adjustment. By 2022, all fixed operators will be subject to a maximum fixed 
termination rate of EUR 0.07 per minute.   
(290)  As a result of such re gulation, the Notifying Party submits , the Transaction cannot 
raise any competition concerns in the markets for call termination services because 
the provision of termination services is mandatory and termination rates are capped 
by EU regulation at a very  low level. The merged entity would therefore be 
prevented from engaging into any foreclosure strategy.  
5.5.3.2.  The Commission’s assessment  
(291)  With respect to possible input foreclosure, the Commission considers that the 
merged entity will lack both the ability and t he incentive to engage in such conduct.  
                                                 
175  Commission Delegated Regulation (EU) 2021/654 of 18 December 20 20 supplementing Directive (EU) 
2018/1972 of the European Parliament and of the Council by setting a single maximum Union -wide 
mobile  voice termination rate and a single maximum Union -wide fixed voice termination rate, OJEU L 
137, 22.4.2021, p. 1 -9. 
 
 
61 (292)  In fact, as of 1 July 2021, the termination rates set out by the Delegated Regulation 
are applicable. The merged entity therefore will have to comply with such rates and 
will not have the ability to either raise the prices for the wholesale call termination 
services or discriminate between its customers. In addition, the Commission 
considers that the merged entity’s incentives to foreclose will not change as the 
competitive conditions prevailing before the Transaction  are similar to the 
competitive conditions that would result from the proposed Transaction on the 
upstream market (the Parties will continue to have a 100% market share on each 
individual fixed network).  
(293)  With respect to the risk of customer foreclosure, the Commission considers that, 
after the Transaction, a sufficient portion of demand will remain contestable . In fact , 
only Wind  is active i n the retail market for mobile telecommunications services , with 
a market share below 30%, both in value and in volum e and is thus not an important 
customer . In the retail market for fixed telephony services, the Parties’ combined 
market share remains below 30% and therefore a large portion of the demand 
remains contestable , with the market  being led  by OTE and with Vod afone which 
has a market share around [20-30%] in volume . 
(294)  The Commission therefore concludes that the Transaction does not lead to serious 
doubts as to its compatibility with the internal market as a result of input foreclosure 
on the wholesale market for call termination on fixed network . 
5.5.4.  Wholesale call termination on mobile network  
(295)  The vertical relationship between the Parties consists , upstream,  of Wind’s 
wholesale provision of call termination services on its mobile network  and, 
downstream, of Nova’s activities in the retail market for the provision of fixed 
telephony, with a market share of approx. [10-20%] in volume and approx. [10-20%] 
in value (the Parties’ combined market share is approx. [20-30%] in volume and 
approx. [10-20%] in value).  This vertical relationship is affected within the meaning 
of the Merger Regulation, as the Parties exceed the 30% threshold on the upstream 
market for the wholesale provision of call termination services on mobile network  
where Wind has a 100% market share . 
5.5.4.1.  The Notifying Party’s view  
(296)  The Notifying Party submit s that, l ike the market for wholesale call termination on 
fixed networks, the markets for wholesale  call termination on mobile networks are 
regulated ex -ante by the E ETT. This national  regulation imposes on each network 
operator an obligation to provide termination services  to competing operators. It also 
ensures that access to call termination is granted on  reasonable conditions and that 
rates remain reasonable and no n-discriminatory.   
(297)  On 1 July 2021, the Delegated Regulation setting single maximum EU -wide voice 
termination  rates became applicable, setting  maximum termination rates, directly 
applicable to EU  operators. Therefore, the rates set out in the Delegated Regu lation 
supersede the maximum termination rates previously defined by the National 
Regulatory Authorities. Accordingly, EU  operators are to apply a rate no higher than 
the relevant maximum rate for the respective  Member State as envisaged in the 
Delegated R egulation.  For mobile calls, the single maximum termination rate 
 
 
62 provided for by the Delegated  Regulation is EUR 0.2 per minute and will be 
achieved gradually by 2024.   
(298)  As a result of such EU and Greek regulations, the Notifying Party submit s, the 
Transact ion cannot raise any competition concerns in the markets for call 
termination services because the provision of termination services is mandatory and 
termination rates are capped by EU regulation at a very low level.  The merged entity 
would therefore be pr evented from engaging into any foreclosure strategy.  
5.5.4.2.  The Commission’s assessment  
(299)  With respect to possible input foreclosure, the Commission considers that the 
merged entity will lack both the ability and the incentive to engage in such conduct.  
(300)  In fact, as  of 1 July 2021, the termination rates set out by the Delegated Regulation 
are applicable. The merged entity therefore will have to comply with such rates and 
will not have the ability to either raise the prices for the wholesale call termination 
services or discriminate between its customers. In addition, the Commission 
considers that the merged entity’s incentives to foreclose will not change as the 
competitive conditions prevailing before the Transaction are similar to the 
competitive conditions that wou ld result from the proposed Transaction on the 
upstream market ( Wind will continue to have a 100% market share on its mobile  
network).  
(301)  With respect to the risk of customer foreclosure on the Commission considers that, 
after the Transaction, a sufficient p ortion of demand will remain contestable. In fact, 
in the retail market for fixed telephony services, the Parties’ combined mar ket share 
remains below 30%, the market is led by OTE and Vodafone has a market share 
around [20-30%] in volume . 
(302)  The Commission t herefore concludes that the Transaction does not give rise  to 
serious doubts as to its compatibility with the internal market as a result of input 
foreclosure on the wholesale market  for call termination on mobile network . 
6. CONCLUSION  
(303)  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 o f the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President