Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERG ER-REGISTRY@ec.europa.eu . 
 EUROPEAN COMMISSION  
 
 
 
 
 
Brussels,  5.9.2019  
C(2019 ) 6475 final  
 PUBLIC VERSION  
 
To the notifying party  
Subject : Case M.9416 – Bolloré Group/M7 Group  
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 31 July 2019, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Groupe 
Canal +  SA (“Canal +” or the “Notifying Party”, France)  acquire s within the 
meaning of Article 3(1)(b) of the Merger Regulation  sole control of the whole of 
M7 Group SA (“M7”, Luxembourg ) (the " Transaction "). Canal + and M7 are 
collectively referred to as the "Pa rties".3  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty 
on the Functioning of the European Union ('TFEU') has introduced certain changes, such as the 
replacement of 'Community' by 'Union' and 'common market' by 'internal market'. The terminology 
of the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 265 , 07.08.2019,  p. 6. In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 
concerning non -disclosure of business 
secrets and other  confidential 
information. The omissions are shown 
thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 1. THE PARTIES  
(2) Canal +  is a wholly -owned subsidiary of Vivendi SA and an indirectly solely 
controlled subsidiary of the Bolloré Group.4 Canal + offers pay -TV subscriptions 
in a number of countries worldwide, including France and Poland within the 
EEA, produces and distributes audio -visual content, broadcasts over 60 channels 
worldwide, some of which are broadcast within the EEA in France,  Belgium and 
Poland, and is active in selling online and offline advertising space on  its channels 
and digital pay -TV offers. Through its subsidiary Thema, Canal + is active as a 
wholesaler of TV channels across the EEA and worldwide. Canal + also provides  
fixed internet and telephone access to residential customers in the French 
overseas territories and in Poland.  
(3) M7 is a pay -TV retailer and has eleven pay -TV brands in eight EU Member 
States, namely in Austria, Belgium, Czechia , Germany, Hungary, the 
Nethe rlands, Romania and Slovakia. M7 is also active as a broadcaster of a TV 
channel in Czechia , Slovakia and Romania. M7 is also active as a wholesaler of 
TV channels in Germany. In addition, M7 resells some of the satellite transponder 
capacity that it purch ases to TV broadcasters, the majority of which are suppliers 
of TV channels to M7. In Belgium, Hungary and the Netherlands, M7 also offers 
telephony and internet services alongside its retail pay -TV offering.  M7 is solely 
controlled , through the holding co mpany CDS Topco B.V., by the fund FPCI 
Astorg V , which is the indirect majority shareholder of M7 . 
2. THE CONCENTRATION   
(4) On 7 June 2019, Canal + International SAS, a wholly owned subsidiary of 
Canal  +, on one side, and FPCI Astorg V and the other indirect sha reholders of 
M7, on the other side, entered into a Sale and Purchase Agreement pursuant to 
which Canal + International SAS will indirectly acquire 100% of the share capital 
of M7.  
(5) The Transaction  therefore constitutes a concentration pursuant to Article 3( 1)(b) 
of the Merger Regulation.  
3. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million5 (Canal + EUR […], M7 EUR […]). Each of them 
has an EU -wide turnover in excess of EUR 250 million (Canal + EUR […], M7 
EUR […]), but they do not achieve more than two -thirds of their aggregate EU -
wide turnover within one and the same Member State.  The notified operation 
therefore has an EU dimension pursuant to Article 1(2) of the Merger Regulation.  
                                                 
4  As determined by the Commission in 2017 in case Bolloré/Vivendi , Vivendi is solely controlled by 
its minority shareholder Bolloré (Commission decision of 24 April 2017  in case M.8392 – 
Bolloré/Vivendi) . Since the Commission’s 2017 decision, there have be en no significant changes in 
Vivendi’s shareholder structure or shareholders’ voting patterns. Therefore, the Commission’s 2017 
analysis remains valid (Form CO, paragraph 26).  
5  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1).  
 
3 4. RELEVANT MA RKETS  
(7) The Transaction  relates to all the levels of the TV value chain. Section 4.1 
provides an overview of the TV value chain and the Parties ' activities at each 
level of the value chain. The relevant product and geographic market definition s 
for each level of the TV value chain  are subsequently discussed in Sections 4.2 -
4.4. 
4.1. Introduction : the TV value chain and the Parties’ activities  
(8) Audio visual  content for television ( “TV content ”) comprises all products (films, 
sports, series, shows, live events, documentaries, et c.) that are broadcast via TV.6 
In previous decisions, the Commission has identified different activities in the TV 
value chain, namely: (i) the production , licensing  and acquisition of TV content 
(including the supply of pre -produ ced TV content and c ommissioned TV 
content); (ii) the wholesale supply  and acquisition  of TV channels; and (iii) the 
retail provision of  TV services to end customers.7 
(9) Sections 4.1.1 to 4.1.3 further describe  these levels of the TV value chain as well 
as provide  an overview of the Parties' activities at each level in the EEA countries 
where they are active .  
4.1.1.  Production , licensing  and acquisition  of TV content  
(10) This upstream level of the value chain comprises the production of new TV 
content  as well as the licensing of broadcasting rights relating to pre -existing TV 
content . TV content is eithe r (i) used interna lly on own TV channels or retail TV 
services if TV content suppliers  are vertically integrated and also active in the 
wholesale suppl y of TV channels and/or in the retail provision of TV services 
(that is to say, captive TV production); or (ii) licens ed to third -party customers 
(that is to say, non -captive TV production).  
(11) Third -party customers are typically: (i) TV channel suppliers (TV  broadcasters), 
which incorporate the TV content into linear TV channels, or (ii) content platform 
operators, which offer the TV content to end users on a non -linear basis (that is to 
say, Pay -Per-View ("PPV") or video on demand ("VOD")), including via non-
traditional platforms, that is to say via internet or so -called Over -The-Top 
("OTT") platforms.8  
                                                 
6  Commission decision of 25 June 2008 in case M.5121 News Corp/Premiere , recital 28.   
7  Commission decision of 25 June 2008 in case M.5121 News Corp/Premiere , recital 28; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky , recital 29.   
8  VOD services can be further differentiated into three types. First, Subscription VOD ("SVOD") 
designates a service whereby the end user obtains the right to watch multiple titles during a 
designated time period, for instance one month, through a single pay ment. Second, Transactional 
VOD ("TVOD") designates a service whereby the end user obtains the  right to watch a single 
selected title within a designated time frame, for instance within 24 hours, through a single 
payment. Third, PPV designates a service whereby the end user makes a payment to watch a single 
title that is being broadcast at a specif ic time, which is the same for all viewers. In the case of 
TVOD and SVOD, viewers can select, purchase and view the titles at times of their own preference, 
whereas in the case of a title available for PPV, viewers purchase the right to watch that title at  the 
given time it is broadcast, which is the same for everyone (for instance, the right to watch the live 
broadcast of a football match can be purchased for PPV).                  
 
4 (12) TV broadcasters and TV distributors who source TV content for their TV 
channels or retail TV services generally have a choice between a number of 
sourcing mo dels, which can be broadly categorised as follows:  
a. Obtaining TV content produced on an ‘ad hoc’ basis (that is to say tailor -
made), by:  
i.  Commissioning TV content from a TV production company (which 
owns the relevant TV format);  
ii.  Hiring a TV produ ction company to provide the technical means and 
deliver the finished TV content based on a format owned by the 
broadcaster; or  
iii.  Producing the content themselves by relying on their in -house 
facilities (captive TV production); or  
b. Acquiring broadcast ing rights from TV production companies for pre -
produced TV content (pre -produced TV content, sometimes referred to as 
off-the-shelf or tape sales).  
(13) As regards  commissioned TV content , in most cases, TV production companies 
produce TV content tailored to the needs of their customers on th e basis of 
original TV formats9 that they develop themselves or that they acquire from right 
holders (commissioned production). However, in some instances, TV production 
companies are hired by TV broadcasters or content pl atform operators to simply 
provide the technical production means and deliver the finished programme based 
on a TV format owned or acquired by the hiring company (production -for-hire or 
supply of TV production services).  
(14) The production costs are usually bo rne entirely or almost entirely by the TV 
broadcasters or content platform operators. As regards ownership of the various 
rights relating to the TV content (for example, primary TV broadcast rights, 
‘catch -up’, VOD, etc.), the extent to which those rights are retained by the 
production company – as opposed to the acquirer of TV content – may vary based 
on a number of factors, such as national regulation in the country concerned, the 
type of broadcasting, the outcome of the commercial negotiations between th e 
parties, etc. Producers or the acquirers of TV content may then achieve secondary 
revenues by further licensing/distributing the TV content or the TV format to 
third parties.10 
(15) As regards pre -produced TV content , this upstream level of the value chain 
concerns the licensing of broadcasting rights relating to pre -existing TV content – 
that is to say TV content that has been previously produced and is subsequently 
made available ‘off -the-shelf’ by the rights holder (so -called pre -produced TV 
content) – and b roadcasting rights relating to sports events.11 
                                                 
9  Commission  decision  of 25 June 2008 in case M.5121 News Corp/Premiere , recital 28.   
10  Commission decision of 15 June 2018 in case M.8861 Comcast/Sky, recital 15.  
11  Commission decision of 15 June 2018 in case M.8861 Comcast/Sky, recital 16.  
 
5 (16) The broadcasting rights relating to TV content can belong to one or more of the 
following: (i) the holder of the rights to the TV format; (ii) the production 
company that produced the TV content; and (iii) the  company that commissioned 
the production of the TV content. In addition, the broadcasting rights can belong 
to a third -party distributor, to which they were licensed by the original owner, 
with a right to sub -license.12 
(17) As regards the supply -side of the ma rket:  
a. Canal +, mostly through its subsidiary StudioCanal , produces French and 
international movies  and co -produces French and international TV series, as 
well as other TV content for the channels that it broadcasts. In addition, 
Canal + owns, through StudioCanal, the distribution rights for over 5  500 
films and TV series, including French and international TV series, recent 
French and international motion pictures, as well as catalogue French and 
international motion pictures. These distribution rights  vary in terms of their 
geographic scope ; 
b. M7 is not active in the supply -side of this market .13 
(18) As regards the demand -side of the market:  
a. Canal +  acquires TV content from third party content owners and distributors 
to include in its own channels and for its content platforms;  
b. M7 has a minor  presence  in the acquisition of TV content in the EEA to 
include in its own non-linear VOD  offer ings.14 
4.1.2.  Wholes ale supply and acquisition  of TV channels  
(19) TV broadcasters use the TV content that they have acquired or produced in -house 
in order to package it into linear TV channels. (Linear) TV channels are broadcast 
to end users either on a free -to-air ("FTA") basis or on a pay -TV basis.  
(20) At a very general level, FTA channels are TV channels that are available to 
viewers free of charge. Pay -TV channels are channels for which the viewer must 
pay a subscription fee in order to watch. Traditionally, FTA channels finance t heir 
operations via advertising revenues (with the exception of the publicly -owned TV 
channels in a number of Member States which are subject to  advertising 
limitations ), while pay -TV channels generate revenues through subscription fees.  
(21) The Commission not es that TV broadcasters are increasingly complementing 
their traditional linear TV channel offering with non -linear services such as VOD  
services.  
(22) Some TV broadcasters are vertically integrated as they are also active as retail TV 
operators (TV distributor s) in the market for the retail provision of TV services to 
end users. Other TV broadcasters are not vertically integrated and rely on third 
party TV distributors to distribute their TV channels at the retail level.  
                                                 
12  Commission decision o f 15 June 2018 in case M.8861 Comcast/Sky, recital 17.  
13  Form CO, paragraphs 2, 83 and 306.  
14  Form CO, paragraphs 91 -95. 
 
6 (23) As regards the supply -side of the market :  
a. Canal + is active as TV broadcaster in Belgium, France and Poland and, 
through its subsidiary, Thema, as a wholesale distributor of TV channels 
worldwide ;15 
b. M7 is present as a TV broadcaster, to [Information related to the extent of 
M7’s market presence] , in Czechia , Romania and Slovakia and as a 
wholesale distributor of TV channels in Germany .16 
(24) As regards the demand -side of the market:  
a. Canal +  enters into agreements with TV broadcasters for the distribution of 
TV channels in France and Poland ; 
b. M7 enters  into agreements with TV broadcasters for the distribution of TV 
channels in Austria, Belgium, Czechia , Germany, Hungary, the Netherlands, 
Romania, and Slovakia .17  
4.1.3.  Retail provision of TV services to end users  
(25) TV distributors either limit themselves to carr ying TV channels and making them 
available to end users, or also act as channel aggregators, which ‘package’ TV 
channels. The TV services supplied by TV distributors to end users consist of: (i) 
packages of linear TV channels (which they have either acquir ed or produced 
themselves); and (ii) content aggregated in non -linear services, such as VOD, 
SVOD, TVOD and PPV. TV content can be delivered to end users through a 
number of technical means includ ing cable, satellite and IPTV.18 OTT players 
deliver channels  and content in both a linear and non -linear fashion through the 
use of the internet.  
(26) The content offered by a TV distributor is presented in an electronic programme 
guide ("EPG"), which is an application used on television sets to list current and 
scheduled programmes that are or will be available on each channel and a short 
summary or commentary for each programme. Each channel broadcast on the TV 
platform receives an EPG position, which is usually agreed between the TV 
broadcaster and the TV distr ibutor. Traditional EPGs are not always used with 
regard to online content platforms and other non -linear methods of supplying 
content, or may form only part of a TV distributor's customer interface.  
(27) In the retail provision of TV services to end users:  
a. Canal + is active as a retail pay-TV services  provider in France and Poland;  
                                                 
15  Thema is active worldwide and typically distributes TV channels outside their home market as well 
as [Information related to Canal + business strategy]  thematic channels, allowing the broa dcasters of 
the TV channel to sell their channels in countries where they do not have their own sales force. 
Thema offers TV channels to pay -TV operators either on an individual (channel -by-channel) basis, 
or as part of a package of TV channels, depending on the pay -TV operators’ choice.  
16  Form CO, paragraph 110 . 
17  Form CO, paragraph 110.  
18  IPTV is the abbreviation for Internet Protocol TV; it is a system through which television services 
are delivered using the internet protocol over a packet -switched n etwork such as the internet, instead 
of being delivered through traditional terrestrial, satellite signal and cable television formats.   
 
7 b. M7 is active as a retail pay-TV services  provider in Austria, Belgium, 
Czech ia, Germany, Hungary, the Netherlands, Romania and Slovakia.19 
4.2. Production , licensing and acquisition of TV content  
4.2.1.  Product market definition  
4.2.1.1.  Commission precedent s 
(28) With regard to the production , licensing and acquisition of TV content, in 
previous decisions the Commission has concluded that there are separate markets 
for the: (i) production and supply of commissioned TV content; and (ii) licencing 
of pre -produced TV content.20  
(29) With regard to the market for licencing of TV content, the Commission has 
considered that it could be subdivided by content type, in particular: (i) films; (ii) 
sports; and (iii) oth er TV content (i.e. all non -sport, non -film content); and 
potential sub -segments within these content types. Ultimately, the Commission 
left the exact scope of the product market open.21 
(30) The Commission has also considered further sub -dividing the market for  the 
licensing of TV content by exhibition window: (i) SVOD; (ii) TVOD; (iii) PPV; 
(iv) first pay -TV window; (v) second pay -TV window; and (vi) FTA; but left the 
market definition open.22  
4.2.1.2.  Notifying Party’s view  
(31) The Notifying Party submit s that it is not ne cessary to define the relevant market 
for the production, licensing and acquisition of TV content to assess the 
Transaction , as only Canal + is a supplier of both commissioned and original 
content, while the Target is not active at this level of the televi sion value chain. 
                                                 
19  Form CO, paragraph 161.  
20  Commission decision of 24 February 2015 in case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media, recital 69. See also Commission decision of 16 September 2014 in case M.7282 
Liberty Global/Discovery/All3Media , recital 41 and Commission decision of 9 October 2014 in case 
M.7360 21st Century Fox/Apollo/JV , recital 40.   
21  Commission de cision of 15 June 2018 in case M.8861 – Comcast/Sky , recital s 38-39; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky, recital 67; Commission decision of 21 
December 2011 in case M.6369 HBO/Ziggo/HBO Nederland and Commission decision of 24 
February 2015 in case M.7194 Liberty Global / Corelio / W&W / De Vijver Media, recital 69; 
Commission decision of 21 December 2011 in case M.6369 HBO/Ziggo/HBO Nederland , recitals 
18–20; Commission decision of 15 April 2013 in  case M.6880 Liberty Global/Virgin Media , recital 
19. Moreover, as regards sports, the Commission has also previously considered a distinction 
between football and other sports and further distinctions within football, for example between 
regular football events and football events that are played more intermittently (Commission decision 
of 18 January 2007 in case M.4519 Lagardère/Sportfive , recital 10). As regards films, the 
Commission has considered distinguishing between US -produced films and other films  
(Commission decision of 2 April 2003 in case M.2876 News Corp/Telepiù , recitals 58 and 61).   
22  Commission decision of 24 February 2015 in case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media, recital 69; Commission decision of 21 December 2011 i n case M.6369 
HBO/Ziggo/HBO Nederland , recital 18; Commission decision of 16 September 2014 in case 
M.7282 Liberty Global/Discovery/All3Media , recitals 46 –48; Commission decision of 9 October 
2014 in  case M.7360 21st Century Fox/Apollo/JV , recitals 45 –47, Commission decision of 30 May 
2018  in case M.7000 Liberty Global/Ziggo , recital  79.   
 
8 Therefore, irrespective of the precise market definition, the Transaction would not 
give rise to any horizontal overlap between the Parties.  As for the assessment of 
the vertical relationships, the Transaction would not give rise to any c ompetition 
concerns, irrespective of the precise market definition adopted.23 
4.2.1.3.  The Commission’s assessment  
(32) The results of the market investigation indicate that segmentations adopted in 
prior Commission decisions (by content type and exhibition window as ind icated 
above) remain  relevant.24  
(33) In any event , for the purpose of this decision, the exact product market definition 
for the production , licensing and acquisition of TV content can be left open, as the 
Transaction  does not raise serious doubts as to its compatibility with the internal 
market regardless of whether the market is segmented on the basis of content type 
or exhibition window.  
4.2.2.  Geographic market definition  
4.2.2.1.  Commission precedent s  
(34) In past decisions, the Commission has defined the possible market s for the 
production , licensing and acquisition of TV content to be either national or 
regional, based on linguistically homogeneous areas.25  
4.2.2.2.  Notifying Party’s view   
(35) The Notifying Party submi ts that it is not necessary to define the relevant 
geographic market for the production, licensing and acquisition of  TV content to 
assess the Transaction , as irrespective of the precise market definition, the 
Transaction would not give rise to competition  concerns.26 
4.2.2.3.  The Commission’s assessment  
(36) The results of the market investigation confirm that market definitions considered 
in prior Commission decisions , which delineate  the market s for the production, 
licensing and acquisition of TV content as either national in scope or as 
potentially broader (or narrower) linguistically homogeneous area , remain 
relevant .27  
(37) In any event, for the purpose of this decision, the exact geographic market 
definition for the production , licensing and acquisition of TV content can be left 
                                                 
23  Form CO, paragraphs 80 and 81.  
24  Replies to Questionnaire of 31 July 2019 to TV content providers, TV broadcasters and wholesale 
providers of TV channels as well as providers of retail TV services (“Questionnaire”), questions 3 
and 4.  
25  Commission decision of 15 June 2018 in case M.8861 – Comcast/Sky , recital s 42-43; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky, recital 74; Commission decision of 21 
December 2010 in case M.5932 News Corp/BSkyB , recitals 73 –75; Commission decision of 15 
April 2013 in case M.6880 Liberty Global/Virgin Media , recital 24. Commission decision of 24 
February 2015 in case M.7194 Liberty Global / Corelio / W&W / De Vijver Media , recitals 73 -76.   
26  Form CO, paragraphs 80 and 81.  
27  Replies to Questionnaire, question 9.1.  
 
9 open, as the Transaction  does not raise serious doubts as to its compatibility with 
the internal market regardless of whether the market is considered to be national 
or by linguistic region.  
4.3. Wholesale supply and acquisition  of TV chann els 
(38) TV broadcasters package the TV content that they have acquired or produced in -
house into linear TV channels. Linear TV channels are broadcast to end users 
either on a FTA basis or on a pay -TV basis. This wholesale level is an 
intermediate activity betw een upstream production , licensing and acquisition of 
TV content, and the downstream retail provision of TV services to customers.  
4.3.1.  Product market definition  
4.3.1.1.  Commission precedent s 
(39) In previous decisions, the Commission has identified a wholesale market for the 
supply of TV channels. Within that market, the Commission has further identified 
two separate product markets for: (i) FTA TV channels; and (ii) pay -TV 
channels.28 The Commission has further concluded that within the pay -TV 
channel market, there are sep arate markets for: (i) premium pay -TV channels; and 
(ii) basic pay -TV channels . For  the purposes of its assessment , the Commission 
has considered  FTA channels to be in  the market for basic pay -TV channels.29 
(40) In previous decisions, the Commission also examin ed a number of other potential 
segmentations, including: (i) genre or thematic content (such as films, sports, 
general entertainment, news, youth, and others);30 (ii) linear channels vs non -
linear services (VOD, PPV);31 and (iii) the different means of infrastructure used 
                                                 
28  Commission decision of 24 February 2015 in case M.7194  - Liberty Global / Corelio / W&W / De 
Vijver Media, recital 9 1; Commission decision of 18 July 2007 in case M.4504 - SFR/Télé 2 France , 
recitals 37 –40; Commission decision of 21 December 2010 in case M.5932  - News Corp/BskyB , 
recitals 80, 83 and 85; Commission decision of 21 December 2011 in case M.6369  - 
HBO/Ziggo/ HBO Nederland , recital 24; Commission decision of 15 April 2013 in case M.6880 - 
Liberty Global/Virgin Media , recital 37.   
29  Commission decision of 24 February 2015 in case M.7194 - Liberty Global / Corelio / W&W / De 
Vijver Media , recital 101.   
30  Comm ission decision of 24 February 2015 in case M.7194 - Liberty Global / Corelio / W&W / De 
Vijver Media , recital 92 ; Commission decision of 2 April 2003 in case M.2876  - Newscorp/Telepiù, 
2 April 2003, recital 76; Commission decision of 18 July 2007 in case M.4504  - SFR/Télé 2 France, 
recitals 41 –42; Commission decision of 26 august 2008 in case M.5121  - News Corp/Premiere, 
recital 35; Commission decision of 21 December 2010 in case M.5932  - News Corp/BskyB, recital 
81; Commission decision of 30 May 2018  in case M.7000  - Liberty Global/Ziggo , recital 112.   
31  Commission decision of 24 February 2015 in case M.7194 - Liberty Global / Corelio / W&W / De 
Vijver Media , recital 94. Commission decision of 18 July 2007 in case M.4504  - SFR/Télé 2 France , 
recital 43; Commission decision of 26 August 2008 in case M.5121  - News Corp/Premiere, recital 
21.   
 
10 for the delivery to the viewer (cable, satellite, terrestrial TV and IPTV).32 It has 
usually  left the market definition open in all these regards.33  
4.3.1.2.  Notifying Party’s view  
(41) The Notifying Party submits that, for the assessment of the Transaction , it is not 
necessary to adopt a precise definition for the relevant market at the wholesale 
level of the television value chain, as the Transaction  would give rise to no or 
minimal horizontal overlaps in the diff erent Member States where the Parties are 
active, irrespective of the precise market definition adopted. Furthermore, no 
vertical concerns could arise from the Transaction , considering also the 
[Information related to Canal + business strategy]  relevance o f the Parties’ 
activity at the wholesale level in the Member States where they are active at the 
retail level, irrespective of any market definition.34 
4.3.1.3.  The Commission’s assessment  
(42) Most respondents to  the market investigation  confirm that segmentations 
consi dered in prior Commission decisions (by FTA a s well as  basic and premium 
pay-TV, content type and distribution technology  as indicated above) remain 
appropriate .35 However , several respondents explain that such delineations are  
becoming increasingly  blurred and hard to distinguish in practice as a wide 
variety of operating models are used in the market. A few respondents also point 
to country -specific peculiarities, such as the limited relevance of FTA TV in 
Belgium and the Netherlands.  
(43) In any event,  for the purpose of this decision, the exact product  market definition 
in relation of the wholesale supply of TV c hannels  can be left open, as the 
Transaction  does not raise serious doubts as to its compatibility with the internal 
market regardless of whet her the market is segmented on the basis of c hannel  
type, content, linearity or transmission infrastructure . 
                                                 
32  Commission decision of 24 February 2015 in case M.7194  - Liberty Global / Corelio / W&W / De 
Vijver Media , recital 98 ; Commission decision of 18 July 2007 in case M .4504  - SFR/Télé 2 France , 
recital 44; Commission decision of 26 August 2008 in case M.5121  - News Corp/Premiere , recital 
22. 
33  In Commission decision of 30 May 2018 in case M.7000 Liberty/Ziggo , the Commission concluded 
that, for the purposes of that dec ision, the market could be segmented in (i) Basic and Premium Pay 
TV channels, and, within the latter, between (ii) Premium Pay TV film channels and Premium Pay 
TV sports channels.  Moreover, at least cable, IPTV over DSL, fiber and possibly satellite (DTH ) 
were considered  part of the same product market ).  
34  Form CO, paragraphs 109 and 110.  
35  Replies to Questionnaire, questions 5 and 6.  
 
11 4.3.2.  Geographic market definition  
4.3.2.1.  Commission precedent s  
(44) In previous decisions, the Commission found the market for the wholesale supply 
of TV channels to be either national in scope,36 sub-national,37 or to cover 
common linguistic region s encompassing more than one Member State.38 
4.3.2.2.  Notifying Party’s view  
(45) The Notifying Party submits that it is not necessary to determine whether the 
relevant geographic market is limited to each relevant Member States or to 
narrower/larger linguistically homogenous regions, as the Transaction  would not 
give rise to competition concerns irrespective of the precise geographic 
definition .39  
4.3.2.3.  The Commission’s assessment  
(46) The results of the market investigation confirm that  prior Commission decisions 
defining the market for the wholesale supply and acquisition of TV channels as 
either national in scope or to potentially comprise a broader (or narrower) 
linguistically homogeneous area  remain relevant .40  
(47) In any event, for the purpose of this decision, the exact geographic market 
definition for wholesale supply of TV channels can be left open, as the 
Transaction  does not raise serious doubts as to its compatibility with the internal 
market  regardless of whether the market is considered as national, sub -national or 
by linguistic region.  
4.4. Retail provision of TV services  
4.4.1.  Product market definition  
4.4.1.1.  Commission precedent s  
(48) In previous cases the Commission split the retail supply of television services in 
two separate markets: (i) FTA and pay -TV.41 The Commission also considered 
whether pay -TV can be segmented further according to: (ii) linear vs non -linear 
                                                 
36  Commission decision of 21 December 2011 in case M.6369  - HBO/Ziggo/HBO Nederland, recital 
39; Commission decision of  15 April 2013 in case M.6880  - Liberty Global/Virgin Media , recital 
41.   
37  Commission decision of 24 February 2015 in case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media .   
38  Commission decision of 15 June 2018 in case M.8861 – Comcast/Sky , recitals 53-54; Commission 
decision of 21 December 2010 in case M.5932  - News Corp/BskyB, recitals 86 –88; Commission 
decision of 15 April 2013 in case M.6880  - Liberty Global/Virgin Media .   
39  Form CO, paragraphs 109 and 110.  
40  Replies to Questionnaire, qu estion 9.2.  
41  See for instance the Commission decisions of 18 July 2007 in case M.4504  - SFR/Télé 2 France , 
recital 40, and of 25 June 2008 in case M.5121  - News Corp / Premiere , recital 20. In other cases 
this question has instead been left open (see for  instance the Commission decisions of 24 February 
2015 in case M.7194  - Liberty Global / Corelio / W&W / De Vijver Medi a, recital 119 -120, of 25 
June 2008 in case M.5121  - News Corp/Premiere, recitals 15 and 21, and of 30 May 2018 in case 
M.7000  - Liberty Global/Ziggo , recital 135.   
 
12 pay-TV services;42 (iii) according to distribution technologies (e.g. cable, satellite, 
or terrestrial);43 and (iv) premium vs basic pay -TV services.44 In recent cases, the 
Commission has left open the market definition with regard to each of these 
potential sub -segments.45  
4.4.1.2.  Notifying Party’s view  
(49) The Notifying Party submits that, for the assessmen t of the Transaction , the 
precise product market definition can be left open, as there are no Member States 
where both Parties are active at the retail level.  The Notifying Party also submits 
that the question whether the various infrastructures through which pay -TV 
services are delivered are substitutable from the end -consumers’ or pay -TV 
suppliers’ perspective can be left open for the assessment of the Transac tion. As 
for the assessment of the vertical relationships, the Transaction  would not give 
rise to any competition concerns, irrespective of the precise market definition 
adopted.46 
4.4.1.3.  The Commission’s assessment  
(50) Most respondents to  the market investigation  have indicated that the main  
segmentations considered in prior Commission decisions (by FTA and basic and 
premium pay -TV and linear and non -linear distribution a s indicated above) 
remain appropriate.47 Nevertheless, s everal respondents also explain that such 
distinctions have become blurred in practice . Most respondents do not consider 
that it would be relevant to distinguish markets  by distribution technology 
because  different  infrastructure s used for the access to retail TV services are 
substitutable.48 A few respondents also point to country -specific peculiarities, 
such as the limited relevance of FTA TV in Belgium and the Netherlands.  
(51) In any event, for the purpose of this decision, the exact product market definition 
in relation of the retail supply of TV ser vices can be left open, as the Transaction  
does not raise serious doubts as to its compatibility with the internal market 
regardless of whether the market is further segmented or not.  
                                                 
42  Commission decision of 24 February 2015 in case M.7194  - Liberty Global / Corelio / W&W / De 
Vijver Media , reictal 124. Commission decision of 25 June 2008 in case M.5121  - News 
Corp/Premiere, recital 21. Commission decision of 30 May 2018 in case M.7000  - Liberty 
Global/Ziggo, recital  135.   
43  Commission decision of 24 February 2015 in case M.7194  - Liberty Global / Corelio / W&W / De 
Vijver Media, recital 127. Commission decision of 25 June 2 008 in case M.5121  - News 
Corp/Premiere , recital 22; Commission decision of 21 December 2010 in case M.5932  - News 
Corp/BskyB, recital 105. Commission decision of 30 May 2018 in case M.7000  - Liberty 
Global/Ziggo , recital 136.   
44  Commission decision of 2 4 February 2015 in case M.7194  - Liberty Global / Corelio / W&W / De 
Vijver Media , recital 119.   
45  Commission decision of 15 June 2018 in case M.8861 – Comcast/Sky , recital s 57-59; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky.  
46  Form CO,  paragraph 161.  
47  Replies to Questionnaire, question 7.  
48  Replies to Questionnaire, question 8.  
 
13 4.4.2.  Geographic market definition  
4.4.2.1.  Commission precedent s  
(52) The Commission has p reviously considered that the market for the retail 
provision of TV services is either national, or limited to the geographic coverage 
of a supplier's cable network.49  
4.4.2.2.  Notifying Party’s view  
(53) The Notifying Party submits that, for the assessment of the Transaction , the 
precise geographic market definition can be left open, as there are no Member 
States or narrower regions where both Parties are active at the retail level. As 
regard vertical relationships, the market definition could be left open, as 
irrespective of the precise geographic market definition adopted, the Transaction  
would not give rise to any competition concerns.50  
4.4.2.3.  The Commission’s assessment  
(54) The results of the market investigation are consistent with  the Commission's 
previous findings that  the market is either national, or limited to the geographic 
coverage of a supplier's cable network.51 
(55) Therefore, for the purpose of this decision, the Commission considers that the 
relevant market for the retail provision of TV services is either national,  or limited 
to the geographic coverage of a supplier's cable network . 
5. COMPETITIVE ASSESSMEN T  
5.1. Affected Markets  
(56) According to the information submi tted by the Notifying Party, the 
Transaction  does not give rise to any horizontal ly affected m arkets:52 
(a) in the production , licensing  and acquisition  of TV content , only Canal + is 
active;  
                                                 
49  Commission decision of 24 February 2015 in case M.7194  - Liberty Global / Corelio / W&W / De 
Vijver Media .   
50  Form CO, paragraph 161.  
51  Replies to Questionnaire, question 9.3.  
52  Where this Decision makes reference to "affected markets", it refers to instances where: for 
horizontal overlaps, both Parties are engaged in business activities in the same relevant market and 
where the concentration will l ead to a combined market share of 20% or more; for vertical 
relationships , where one or more of the Parties are engaged in business activities in a relevant 
market, which is upstream or downstream of a relevant market in which any other party to the 
concen tration is engaged, and any of their individual or combined market shares at either level is 
30% or more, regardless of whether there is any existing supplier/customer relationship between the 
Parties. See section 6.3. of Annex I (Form CO relating to the n otification of a concentration 
pursuant to regulation (EC) No 139/2004) of Commission Implementing Regulation (EU) No 
1269/2013 of 5 December 2013 amending Commission Regulation (EC) No 802/2004 
implementing Council Regulation (EC) No 139/2004 on the contr ol of concentrations between 
undertakings (OJ L 336, 14.12.2013, p. 1 -36). 
 
14 (b) in the wholesale supply and acquisition of TV channels, the only national 
markets  or linguistic regions where both Parties are present are Czechia , 
Romania and Slovakia. However, M7’s activity in those countries is limited 
to the broadcasting of two channels aimed at promoting M7’s retail pay -TV 
offer.53 Canal + is active in those countries as a wholesale distributor of TV 
channels through its subsidiary, Thema , but its market share s remain well 
below 20% in each possible sub -segmentation of the relevant product market 
in each of these Member States;54 
(c) in the retail provision of TV  services, there is no horizontal overlap as the 
Parties are active in different geographic markets: Canal + is active in France 
and Poland; M7 is active in Austria, Belgium, Czechia , Germany, Hungary, 
the Netherlands, Romania and Slovakia.55 
(57) The Transactio n results in a number of vertical relationships  in connection with:  
(a) Canal +’s activities in (i) the production , licensing  and acquisition of TV 
content  and (ii) the wholesale supply and acquisition of TV channels, and  
(b) M7’s activities on the markets for the  retail supply of pay-TV services.  
(58) The following tables provide M7’s market shares56 in the retail pay-TV markets, 
in value and volume, in the different national markets in the EEA where the 
Target is active:  
                                                 
53  M7 offers a single channel in Czechia (Skylink 7), Slovakia (Skylink 7) and Romania (Info Focus 
Sat). The sole purpose of these two channels is to promote the premium channels av ailable in M7’s 
local offering.  M7 does not purchase any TV content in order to broadcast these channels. It 
displays the content that is available in the TV channels that it want s to promote  (Form CO, 
paragraph s 22 and 86 ). 
54  Form CO, paragraphs 130, 150  and 156.  
55  In the course of the market investigation, a few respondents expressed concerns regarding the 
possible strengthening of the merged entity’s bargaining position vis -à-vis TV content providers and 
TV broadcasters stemming from its increased geographic footprint in the EEA (replies to 
Questionnaire, question 11). The Commission does not consider that any competition concern  can 
arise in this respect. First, M7’s activities with regard to the acquisition of TV content are 
[Information related t o the extent of M7’s market presence ] limited (as further explained in 
paragraph ( 81)). Second, with regard to the acquisition of TV channels, the Transaction lead s to a 
moderate increase in the Parties’ EEA -wide footprint as Canal + is active in France an d Poland 
while M7 is active in Austria, Belgium, Czechia, Germany, Hungary, the Netherlands, Romania and 
Slovakia. However, the fact that the merged entity will acquire TV channels in neighbouring 
geographic markets is unlikely to increase its bargaining p ower for several reasons: (i) FTA TV 
channels are typically only broadcast on a national basis and not typically broadcast in neighbouring 
markets, (ii) the majority TV channels that are broadcast to audiences in several Member States are 
supplied by large  international TV broadcasters, (iii) most TV broadcasters negotiate at the national 
level, which makes it impossible for the merged entity to leverage its presence as a buyer of TV 
channels in neighbouring Member States. With regard to Belgium and France specifically, some of 
the TV channels, which are broadcast for a French audience are typically also available in the 
offering of Belgian retail pay -TV operators (but not vice versa). However, it is highly implausible 
that the addition of M7’s subscriber ba se of [Information related to the size of M7’s subscribers 
base]  subscribers in Belgium to Canal +’ subscriber base of several million in France would have an 
appreciable impact on the merged entity’s bargaining power vis -à-vis the broadcasters of the 
chan nels in question  (Form CO, paragraphs 297 -302). 
56  The Notifying Party submitted a comprehensive set of M7’s  market  share estimates for the retail 
supply of pay -TV (including its possible segments) for the last three business years (both by value 
and volum e), including the market size, M7’s sales and estimated shares, as well as its competitor’s 
 
 
15 Table 1: Market shares f or retail TV services by value ( 2018)   
Product 
segments  Austria  Belgium  Czechia  Germany  Hungary  Nether.  Romania  Slovakia  
Pay-TV [0-5]% [0-5]% [20-30]% [0-5]% [5-10]% [0-5]% [0-5]% [20-30]% Linearity  Linear  [0-5]% [0-5]% [20-30]% [0-5]% [5-10]% [0-5]% [0-5]% [20-30]% 
Non-linear  n/a n/a n/a n/a n/a n/a n/a n/a Transmission  Cable  - - - - - - - - 
Satellite  [5-10]% [90-
100]% [70-80]% [0-5]% [20-30]% [90-
100]% [10-20]% [50-60]% 
Terrestrial  - [90-
100]% - - - - - - 
IPTV  - - - [0-5]% - [0-5]% - - Content  Premium  n/a n/a [10-20]% [0-5]% n/a [0-5]% n/a [10-20]% 
Basic  [0-5]% [0-5]% [20-30]% [0-5]% [5-10]% [5-10]% [0-5]% [20-30]% 
Source: Form CO  
Table 2: Market shares for retail TV services by volume ( subscribers ) (2018)   
Product 
segments  Austria  Belgium  Czechia  Germany  Hungary  Nether.  Romania  Slovakia  
Pay-TV [0-5]% [0-5]% [30-40]% [0-5]% [5-10]% [0-5]% [0-5]% [30-40]% Linearity  Linear  [0-5]% [0-5]% [30-40]% [0-5]% [5-10]% [0-5]% [0-5]% [30-40]% 
Non-linear  n/a n/a n/a n/a n/a n/a n/a n/a Transmission  Cable  - - - - - - - - 
Satellite  [5-10]% [90-
100]% [80-90]% [0-5]% [20-30]% [90-
100]% [10-20]% [60-70]% 
Terrestrial  - [90-
100]% - - - - - - 
IPTV  - - - [0-5]% - [0-5]% - - Content  Premium  n/a n/a [10-20]% [0-5]% n/a [0-5]% n/a [10-20]% 
Basic  [0-5]% [0-5]% [40-50]% [0-5]% [5-10]% [5-10]% [0-5]% 35.1%  
Source: Form CO  
                                                                                                                                                 
estimated shares. The market shares correspond to M7’s internal estimates based on available 
market su rveys and studies as well as competitors’ financial reports.  
 
16 (59) On the basis of this data, M7’s market share exceeds 30% in retail pay -TV 
services in Czechia  and Slovakia, in volume terms.  
(60) Furthermore, M7’s market share exceeds 30% in the following segments of the 
retail pay-TV market:  
(a) in Czechia  and in Slovakia, in the possible segment of the provision of 
basic pay -TV services, in volume terms;  
(b) in Belgium, Czech ia, the Netherlands and Slovakia, in the possible 
segment of the retail provision of pay -TV services by satellite (in value 
and volume);  
(c) in Belgium, in the possible segment of the retail provision of pay -TV 
services by terrestrial TV (in value and volume) . 
(61) The vertical link betwe en the licencing of TV content upstream and the wholesale 
supply of television channels downstream does not give rise to any affected 
markets.57 With regard to Canal +’s activities on the upstream market, the 
Notifying Party confirms that it has a market sh are [Information related to the 
extent of Canal+ market presence]  below 30% in all plausible segments in all 
national markets or linguistic regions in which M7 is active on the downstream 
market. M7’s activities as a TV broadcaster in Czechia, Romania and Slovakia 
and as a wholesale distributor of TV channels in Germany are [Information 
related to the extent of M7’s market presence]  limited and its market shares 
remain [Information related to the extent of M7’s market presence]  below 20% in 
any plausible se gments of these markets.58 
(62) Therefore, the only markets vertically affected by the Transaction are the 
following:  
(a) the upstream markets for the production , licensing  and acquisition  of TV 
content  and the downstream markets for the retail provision  of TV 
servi ces, in Belgium, Czech ia, the Netherlands and Slovakia  (and 
corresponding linguistic regions ); 
(b) the upstream markets for the wholesale supply and acquisition of TV 
channels and the downstream markets for the retail provision  of TV 
services, in Belgium, Czec hia, the Netherlands and Slovakia  (and 
corresponding linguistic regions) .  
(63) M7 is only active in the provision of retail pay -TV services. Moreover , in several 
of the relevant  Member States, notably  in Belgium and in the Netherlands, there 
                                                 
57  Form CO, paragraphs 209 -215. 
58  In the course of the market investigation, the Commission has received one complaint regarding the 
vertical link between the licencing of TV content  by Canal +  and the wholesale supply of TV 
channels in Belgium (reply to Questionnaire, question 11). However, the Transaction does not bring 
about such a vertical overlap with regard to Belgium  (or the corresponding linguistic regions) , as 
M7 is only active as provider of retail pay -TV services but is not active as wholesale d istributor of 
TV channels. The potential concern mentioned in the market investigation will thus be addressed in 
Section 5.1.2 regarding M7’s TV content purchases as retail pay -TV provider in Belgium.  
 
17 is in any case a limited offer of FTA TV services.59 Therefore, while the 
Transaction gives rise to an affected market for the retail provision of TV 
services, the Commission will assess the impact of the Transaction only on the 
narrower market for the retail provision of p ay-TV services.  
(64) M7’s activities in the downstream market for the provision of retail pay -TV 
services relate to a t most nationally defined market s. Therefore, the 
Commission’s assessment of vertical effects focusses on the relevant  Member 
States.  In particu lar, the Commission notes that M7 is not active as a TV retailer 
in France  and the Commission’s assessment covers Belgium and the Netherlands 
in any case. Nevertheless , where relevant, the Commission’s assessment takes 
into account evidence in relation to the linguistically homogenous regions.  
(65) Where there are vertically affected markets, two possible forms of foreclosure  
may arise. The first is where the merger is likely to raise the costs of downstream 
rivals by restricting their access to an important inp ut (input foreclosure). The 
second is where the merger is likely to foreclose upstream rivals by restricting 
their access to a sufficient customer base (customer foreclosure).60 
(66) Section 5.2 assesses the possible input foreclosure concerns and Section 5.3 the 
possible customer foreclosure concerns arising from the Transaction . 
5.2. Input foreclosure  
5.2.1.  Introduction  
(67) The Transaction  will bring about a vertical relationship with regard to the 
production, licensing  and acquisition  of TV content and the wholesale supply and 
acquisition  of TV channels . M7 operates as a purchaser of TV channels (which it 
integrates in its TV retail offers) and, more marginally, of TV content  (to provide 
non-linear services to its retail customers ) while Canal +  is active on the supply -
side as a producer/ licensor of TV content and wholesale provider of TV channels.  
(68) In a merger between companies that operate at different levels of the supply 
chain, anti -competitive effects may arise when the merged entity’s behaviour 
could limit or eliminate competitor’s access to supplies – input foreclosure.  
(69) In assessing the likelihood of an anticompetitive input foreclosure scenario, the 
Commission examines : (i) whether the merged entity would have post -
Transaction the ability to substantially foreclose acc ess to input; (ii) whether the 
merged entity would have the incentive to do so; and (iii) whether a foreclosure 
strategy would have a significant detrimental impact on effective competition 
downstream.61 
                                                 
59  Commission decision of 30 May 2018 in case M.7000 Liberty Global/Ziggo , recital 135; 
Commission decision of 24 February 2015 in case M.8944 Liberty Global/Corelio/W&W/De Vijver 
Media , recital 117.  
60  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the 
control of concentrations between undertakings ("Non -Horizontal Merger Guidelines") , OJ C 265, 
18.10.2008, p. 11, paragraph 30.  
61  See Non -Horizontal Merger Guidelines, paragraph 32.   
 
18 5.2.2.  Production, licensing and acquisition of TV content  
(70) This section assesses the risk of input foreclosure with regard to TV content as a 
result of the Transaction, in the four affected national markets (Belgium, Czechia, 
the Netherlands and Slovakia) as well as the corresponding linguistic regions.   
5.2.2.1.  Notifying  Party’s view  
(71) The Notifying Party submits that it would not have the ability to engage in input 
foreclosure post -Transaction  vis-à-vis providers of retail pay -TV services as it 
would not be typical for these operators , such as M7, to purchase content direc tly 
from content producers. In fact, mainly TV broadcasters purchase content in order 
to package them into TV channels, while retail pay -TV operators purchase TV 
channels (and not “unpackaged” TV content), which they then supply to 
consumers.  It is even le ss typical for retail pay -TV providers to commission TV 
content.62  
(72) Consistently, Canal +’ s sales of TV content directly to the retail level of the 
television value chain are [Information related to Canal +’ content sales] . During 
the period 2016 to 2018 Ca nal + sold [Information related to Canal +’ content 
sales]  to retail pay -TV operators in Czechia , the Netherlands and Slovakia, while 
Canal + sold [Information related to Canal +’ content sales and customers]  in 
Belgium in [Information related to Canal +’ content sales] .63 Canal+ also licenced 
[Information related to Canal +’ content sales and customers] , for which the 
geographic scope of the licence covered some or all of the four Member States 
concerned.64 
(73) Therefore,  in the absence of any significant sales to retail pay -TV operators, the 
merged entity could not be considered to have any means to engage in input 
foreclosure regarding TV content with respect to its downstream retail pay -TV 
competitors.65 
5.2.2.2.  Commission’s assessment  
(a) Ability to engage in input foreclosure  
(74) In the market for the production, licensing  and acquisition  of TV content , Canal + 
is active both as a producer of original content and as an acquirer of broadcasting 
rights from other studios. As regards the potential segmentation according to  
content type, Canal + is active in the film segment (both with produced and 
acquired films and TV series) and to a more limited extent in the segment of other 
TV content (with acquired content), mostly with documentaries. As regards the 
segmentation accor ding to the exhibition window, Canal + is present in each of 
the following relevant segment s: (i) SVOD; (ii) TVOD; (iii) PPV; (iv)  first pay -
TV window; (v) second pay -TV window; and (vi) free -to-air (“FTA”).66 In 
Belgium, Czechia, the Netherlands and Slovak ia, Canal  + licenses films 
                                                 
62  Form CO, paragraphs 84 and 313.  
63  Form CO, paragraph 314.  
64  Form CO, paragraph 318.  
65  Form CO, paragraph 315.  
66  Form CO, paragraphs 91 and 92.  
 
19 [Information related to  the modus operandi  of Canal + with regard to content 
licensing]  while it has generated [Information related to  Canal +’ sales associated 
to the licensing of content]  from other TV content in the period 201 6-2018.67 
(75) The Commission notes that th e Notifying Party has not provided specific market 
share s, as Canal + does not track its market share in this sector in any geographic 
area outside of France, its home market. However, on the basis of market 
intelligence and internal estimates, the Notifying Party estimates that its market 
shares are [Informatio n related to the extent of Canal +’ market presence ] below 
10% (in the last three calendar years of 2016, 2017 and 2018) in all plausible sub -
segments  in Belgium, Czechia , the Netherlands and Slovakia  (including 
linguistically homogenous geographic areas e ncompassing several Member 
States , i.e., France and the French speaking parts of Belgium as well as the 
Netherlands and the Dutch speaking parts of Belgium ).68 
(76) Canal + ’s competitors  in the film segment and in all of the exhibition window 
segments are mostly  the same across all EU Member States. Indeed , in Czechia , 
the Netherlands and Slovakia, Canal +’s main competitors are Disney/Fox, 
Warner, Sony, Universal and Paramount/Viacom, while in Belgium, Canal +’s 
main competitors are Gaumont, Pathé, Disney/Fox, U niversal and Warner.69,70 
(77) Consistent with the description of the TV value chain in Section 4.1 , the vast 
majority of Canal +’ s sales of TV content are  made to TV broadcasters , which are 
active on the market for the wholesale supply and acquisition of TV channels,  
and not directly to retail  providers of TV services , such as M7. In fact, Canal +’ s 
sales of TV content directly to retail providers of TV services  have been 
[Information related to  Canal +’ TV content sales]  in Belgium and [Information 
related to  Canal +’ TV content sales]  in Czechia , the Netherlands and Slovakia in 
the last three years. Canal +’s role as provider of TV content to M7’s competitors 
at the retail level is ther efore  marginal.  
(78) Finally, a large majority of respondents to the market investigation considers that 
the Transaction will have a neutral impact on competition in the TV value chain 
in Belgium, Czechia, the Netherlands and Slovakia.71  
(79) Given the merged entity ’s limited market position with regard to the  production, 
licensing and acquisition of TV content  in Belgium, Czechia , the Netherlands and 
Slovakia  and the corresponding linguistic areas , in particular with respect to retail 
TV operators, the Comm ission considers that the merged entity  would not have 
the ability to foreclose its downstream rivals . 
 
                                                 
67  Notifying Party’s reply to RFI 3, question 3.  
68  The Notifying Party has estimated its market shares in the affected markets mainly through a 
comparison with its market shares i n its home country , France , and on the basis of third parties’ data 
on cinema viewing in other EU countries (Form CO, paragraphs 97 -104). Even in France, where 
Canal +’s position would be the strongest, its market shares are well below 10% (in most segment s).  
69  Notifying Party’s reply to RFI 3, question 3.  
70  The Notifying Party submits that it does not have more detailed information on competitors. In fact, 
as Canal + has no local distribution arm, its market intelligence regarding competitors is limited  as 
well.  
71  Replies to Questionnaire, question 11.  
 
20 (b) Incentive to engage in input foreclosure  
(80) Very few respondents to the market investigation consider that the merged entity 
would have the incentive to exc lusively supply some of its TV content to M7 and 
not to other providers of retail pay -TV services , or to otherwise degrade the terms 
and conditions on which it provides access.72 Specifi cally, these respondents fear  
that the merged entity may try to impose licensing agreements covering several 
Member States, such as Belgium and France.  
(81) The Commission notes that M7 plays a [Information related to  M7’s  business 
strategy]  role as acquirer of TV content , limited to the acquisition of rights for 
catch -up services  and VOD catalogue s as add -ons to its linear pay -TV packages . 
M7’s VOD catalogue is not available to customers without a subscription to M7’s 
pay-TV service.73 Therefore, Canal  + is likely to continue to rely on licensing 
revenues from acquirers other than M7.  
(82) Furthermore, considering the [Information related to Canal +’ business strategy] 
relevance of Canal +’s TV content offer in Belgium with a market share 
[Information related to the extent  of Canal +’ market presence ] below 10% in all 
plausible market s and  segments  and the significant position of alternative content 
suppliers  (see paragraph (7 6)), foreclosing access to Canal + 's content would not 
significantly affect  the merged entity's do wnstream revenues.  Therefore, any 
additional retail revenues would not outweigh the likely upstream losses  in the 
supply of TV content . Specifically w ith regard to France, the Commission notes 
that t he merged entity's downstream footprint  and thus incentiv es remain 
unchanged as M7 is not active as a retail provider of TV services  in France.  
(83) The territorial scope of the licence for TV content is determined on a case -by-case 
basis and depends on the requirements of the licensees . Both  TV broadcasters  and 
distributors of TV channels (as well as TV retailers) will generally licence the TV 
content for the territories in which they are active.74 This is also evidenced by 
information provided by the Notifying Party which illustrates that licensing 
agreement s can cover a single Member State, several Member states or can be 
worldwide in scope. In any event, the Transaction does not affect the merged 
entity's incentive to enter into single - or multi -territory licensing agreements with 
third parties  in light of M7's marginal position as an acquirer of TV content . More 
generally, since Canal + does not generally  sell TV content directly to TV 
retailers, whether for a single Member State or for several territories with the 
same agreement, the acquisition of M7’s re tail TV operations will not have an 
impact on Canal + TV content licensing strategy.75 
(84) The merged entity is therefore unlikely to have the incentive to foreclose 
competing TV services retailers from its TV content in Belgium, Czechia, the 
Netherlands and Sl ovakia and in the corresponding linguistic regions . 
 
                                                 
72  Repl ies to Questionnaire, question 11. 1. 
73  Form CO, paragraph 230.  
74  Notifying Party’s reply to RFI 3, question 1.  
75  Notifying Party’s reply to RFI 3, question 4.  
 
21 (c) Impact on effective competition  
(85) Regardless of whether the merged entity has either the ability or the incentive to 
foreclose competing downstream rivals with regard to the supply of TV content, 
such strat egy would  not have an appreciable impact on competition.  
(86) The role of Canal + as provider of TV content in each of Belgium, Czechia , the 
Netherlands and Slovakia is marginal, in particular with respect to sales to retail 
TV providers . 
(87) Moreover, many alterna tive providers of TV content would remain active in the 
market s concerned  (see paragraph (7 6)). Competing providers of TV retail 
services would therefore  continue to have access to a large variety of TV content.  
(d)  Conclusion  
(88) In light of the above, the Commission considers that the Transaction  does not give 
rise to serious doubts with regard to its compatibility with the internal market as a 
result of input foreclosure effects with regard to TV content to the detriment of 
compe ting providers of TV retail  services in Belgium, Czechia , the Netherlands 
and Slovakia  as well as in the corresponding linguistic regions . 
5.2.3.  Wholesale supply of TV channels  
(89) This section assesses the risk of input foreclosure with regard to TV channels as a 
result of the Transaction , in the four affected national markets (Belgium, Czechia , 
the Netherlands and Slovakia)  as well as the corresponding linguistic regions .  
5.2.3.1.  The Notifying Party's view  
(90) The Not ifying Party submits that the merged entity would not have the ability to 
foreclose downstream retail pay -TV competitors.  It argues that none of the 
channels produced or distributed by Canal + are indispensable and could therefore 
be considered to confer t he ability on the merged entity to engage in a vertical 
input foreclosure strategy.76 As a TV broadcaster, Canal + sells only a limited 
number of its own pay-TV channels in Belgium.77 As a wholesale  supplier  of 
third -party  TV channels, Canal + is active via its subsidiary  Thema worldwide, 
including in Belgium, Czechia, the Netherlands and  Slovakia. Thema typically 
distributes TV channels outside their home market as well as [Information related 
to Canal +’ business strategy]  thematic channels.78 
(91) In addition, the merged entity would not have any incentive to engage in an input 
foreclosure strategy, as it would not be profitable for Canal + to refuse to supply 
its own channels to pay -TV retailers other than M7, because the potential increase 
in M7’s customer base  could not compensate for the loss of actual or potential 
subscribers on other retail platforms.79 
                                                 
76  Form CO, paragraph 246.  
77  Form CO, paragraphs 251 -262.  
78  Form CO, paragraph s 263 -275. 
79  Form CO, paragraph 290.  
 
22 5.2.3.2.  The Commission's assessment  
(a) Ability to engage in input foreclosure  
Belgium  
(92) In the market for the wholesale supply of pay -TV channels , Canal + is present 
both in basic pay -TV and premium pay -TV.80 It is present in the following 
thematic categories: news, sports, youth, factual and general entertainment. The 
channels sold by Canal + are linear channels, some of which include catch -up 
servi ces. In terms of the infrastructure used by the retail pay -TV operator, the 
customers of Canal + use all distribution technology (cable, satellite, terrestrial , 
IPTV  and OTT ).81 
(93) The total revenues generated in Belgium in 2018 by Canal + as TV broadcaster 
and channel wholesale TV distributor are about [Information related to  Canal +’ 
revenues] . On the basis of this [Information related to  Canal +’ revenues]  amount, 
the Notifying Party estimates that its share in the  wholesale supply  of TV 
channels and in each  possible segment where it is present is [Information related 
to the extent of Canal +’ market presence ] below 10%  in the last three years 
(2016, 2017, 2018) .82  
(94) The Commission notes that Canal + ’s limited market position at the wholesale 
level of the television value chain in Belgium is further demonstrated by the fact 
that the market report of the Belgian Conseil Supérieur de l’Audiovisuel  does not 
cover any of the channels that Canal + broadcasts (or Thema distributes , see 
paragraph (96) below ) in Belgium.83 Even in the geographic area encomp assing 
both Belgium and France, Canal + estimates that its market share in the market 
for the supply  of TV channels  remains below 30%  in all plausible sub -segments .84  
(95) The Notifying Par ty has also provided data on Canal +’s channels and channels’ 
packages that are available in the retail pay -TV operators’ premium packages. In 
Belgium, Canal + mainly sells its TV channels to [Information related to  Canal +’ 
customers]  and [Information related to  Canal +’ customers] , two TV retailers that 
offer the same channel package under the brand [Information related to  Canal +’ 
customers] , and [Information related to  Canal +’ customers] , a TV broadcaster 
and distributor that offers channel packages , consisting of its own and third -party 
channels, to subscribers of other retail pay -TV operators.85,86 Therefore, BeTV is 
                                                 
80  The channels Piwi +, Inforsport + and CStar are sold to retail pay -TV operators [Information related 
to Canal + business strategy with regard to the sale of its cha nnels]  and they form part of the basic 
pay-TV offer of those retailers. CNews is [Information related to Canal + business strategy with 
regard to the sale of its channels] . The following channels are sold as part of premium pay -TV 
packages in Belgium: Ciné  +, Comédie +, Planète +, Planète + A&E, Planète + C&I, Seasons and 
Télétoon +. Furthermore, Canal + broadcasts two channels , A+ and Nollywood TV,  that are 
distributed by Thema in Belgium.  
81  Form CO, paragraphs 119 -125; Notifying Party’s reply to RFI 3, q uestion 5 .  
82  Form CO, paragraph 121. 
83  Form CO, paragraph 121.  
84  Form CO, paragraph 125 . 
85  Notifying Party’s reply to RFI 3, question 6.  
86  Since March 2019, Canal + has been licensing a limited number of the se channels to M7 in 
Belgium. Canal + has projected revenues of [Information related to Canal + revenues]  from the sale 
of these channels to M7 in Belgium in 2019  (Notifying Party’s reply to RFI 3, question 8 ). 
 
23 not a direct competitor of M7. The data provided shows that the number of 
subscribers who opted for packages including Canal +’s channe ls are limited 
compared with the total subscriber  base of the se respective operators .87 This 
suggests  that those channels are not essential for providers of TV services to 
effectively compete in the downstream market .  
(96) With particular regard to the TV chann els distributed in Belgium by Canal +’s 
subsidiary Thema, the Commission notes that Thema has exclusive rights for only 
[Information related to  Thema’s exclusive distribution rights]  out of [Information 
related to  Thema’s exclusive distribution rights]  channels for which it has 
distribution rights in Belgium. Moreover,  Thema sold a single channel ( i.e., 
RTNC) that it distributes on an exclusive basis in Belgium.88 In addition, Thema 
distribute d two of Canal +'s channels , A+ and Nollywood TV, in  Belgium .89 The 
number of subscribers to the  package including th ese channels is [Information 
related to  the number of subscribers to the package including Canal +’ 
channels] .90 Thema sold rights to [Information related to  the number of 
subscribers to the package incl uding Canal +’ channels]  in Belgium , including 
distribution on exclusive and non -exclusive basis . The only channel currently sold 
to M7 is Stingray iConcerts, for which Thema [Information related to  Thema’s 
distribution rights] .91 Furthermore, the Commission notes that the TV channels 
for which Canal + has distribution rights in Belgium are mainly foreign TV 
channels and [Information related to  Canal +’ business strategy] thematic 
channels with limited potential demand.  
(97) Therefore, t he channels broadcast by Canal + and Thema in Belgium are not 
essential for providers of TV services to effectively compete in the downstream 
market and thus do not allow the merged entity to engage in input foreclosure vis -
à-vis M7’s competitors.  
(98) Moreover , several important competitors would remain active and would continue 
to offer TV channels in each of the concerned segments , such as: Disney Cinema, 
beCiné, Movies & Series, TCM Cinéma, Action and Sundance TV for films; 
Comedy Central, RTL9, MTV, MCM and  E Entertainment for entertainment; 
Eurosport, Zoom, Eleven Sports, Sport 10, Be Sport, Extreme Sports and 
Motorvision TV for sport; Nickelodeon, Disney Channel, Disney Junior, Disney 
XD, Disney Cinema HD, Cartoon Network, Studio 100, Baby TV, Boomerang fo r 
children; Discovery, National Geographic, National Geographic Wild, Viceland, 
Science et Vie TV, Histoire for documentaries; and Euronews, France 24, LCI, 
and BFM TV for news.  
                                                 
87  Form CO, paragraphs 250 -262. 
88  RTNC is a general entertainment TV channel of the national broadcaster of the Democratic 
Republic of the Congo.  
89  A+ and Nollywood TV are TV channels dedicated to African TV film and series.  
90  Form CO, paragraph s 269 -272. 
91  Stingray iConcerts is a television channel broadcasting full -length live musical performances from 
various genres of music ( Form CO, paragraph 283; Notifying Party’s reply to RFI 3, question 8).  
 
24 (99) Finally, a large majority of respondents to the market investigation considers  that 
the Transaction will have a neutral impact on competition in the TV value chain 
in Belgium.92  
Czechia  
(100)  In the market for the wholesale supply of pay -TV channels in Czechia, Canal + is 
present only as a wholesale distributor of TV channels through its subsidiary 
Thema. Thema has distribution rights in Czechia for about [Information related to 
Thema’s distribution rights ] channels and has exclusive distribution rights for 
[Information related to Thema’s distribution rights ] among them.93 In the years 
2016 -2018, Thema sold [Information related to Thema’s sales ] channels  to Czech 
pay-TV operators , notably [Information related to Thema’s distribution rights ], 
for which it [Information related to Thema’s distribution rights ]. The only channel 
currently sold to  M7 is Stingray iConcer ts.94 The total revenues generated by 
Thema in Czechia in 2018 amounted to about [Information related to  revenues 
generated by Thema] .95 
(101)  The current activity of Canal + in Czechia in the wholesale TV market is 
therefore [Information related the extent of Canal +’market presence] . 
Furthermore, the TV channels for which Canal + has distribution rights in 
Czechia are mainly foreign TV channels and [Information related to  Canal +’ 
business strategy]  thematic channels with limited potential demand.  
(102)  Therefore, the channels broadcast by Canal + and Thema in Czechia are not 
essential for providers of TV services to effectively compete in the downstream 
market and thus do not allow the merged entity to engage in input foreclosure vis -
à-vis M7’s c ompetitors.  
(103)  Finally, a large majority of respondents to the market investigation considers that 
the Transaction will have a neutral impact on competition in the TV value chain 
in Czechia.96  
Netherlands  
(104)  In the market for the wholesale supply of pay -TV channels in the Netherlands, 
Canal + is present only as a wholesale distributor of TV channels through its 
subsidiary Thema. Thema has distribution rights in the Netherlands for about 
[Information related to  Thema’s distribution rights] channels and has exclusive 
distribution rights for [Information related to  Thema’s distribution rights]  among 
them.97 In the years 2016 -2018 , Thema sold [Information related to  Thema’s 
sales]  channels to Dutch pay-TV operators and a fore ign country package 
including 5 -10 channels , depending on the year and the operator. Thema sold a 
single channel (i.e., Zen TV) [Information related to  Thema’s distribution 
                                                 
92  Replies to Questionnaire, question 11.2.  
93  Form CO, paragraph 266.  
94  Form CO, paragraph 283 ; Notifying Party’s reply to RFI 3, question 8 . 
95  Form CO, paragraphs 283 and 286.  
96  Replies to Questionnaire, question 11.3.  
97  Form CO, paragraph 266.  
 
25 rights] .98 The only channel currently sold to M7 is Stingray iConcerts.99 The total 
revenues generated by Thema in the Netherlands in 2018 amounted to about EUR 
[Information related to  Thema’s revenues] .100 
(105)  The current activity of Canal + in the Netherlands in the wholesale TV market is 
therefore [Information related the extent of Canal +’market presence] . 
Furthermore, the Commission notes that the TV channels for which Canal + has 
distribution rights in the Netherlands are mainly foreign TV channels and 
[Information related to  Canal +’ business strategy]  thematic channels with limi ted 
potential demand.  
(106)  Moreover, Zen TV competes with several channels , such as BBC Entertainment, 
Discovery, Travelxp, Voyage, Viceland, E!, Fashion TV, arte, My Cuisine and 
Science et Vie TV.101 
(107)  Therefore, the channels broadcast by Canal + and Thema in the Netherlands are 
not essential for providers of TV services to effectively compete in the 
downstream market  and thus do not allow the merged entity to engage in input 
foreclosure vis -à-vis M7’s competitors.  
(108)  Finally, a large majority of respondents to the market investigation considers that 
the Transaction will have a neutral impact on competition in the TV value chain 
in the Netherlands.102  
Slovakia  
(109)  In the market for the wholesale supply of pay -TV channels in Slovakia, Canal + is 
present only as a wholesale  distributor of TV channels through its subsidiary 
Thema. Thema has distribution rights in Slovakia for about [Information related 
to Thema’s distribution rights]  channels and has exclusive distribution rights for 
[Information related to  Thema’s distributi on rights]  among them.103 In the years 
2016 -2018 , Thema sold [Information related to  Thema’s sales]  channels  to 
Slovakian pay -TV operators. Thema sold only [Information related to  Thema’s 
sales]  (i.e., Zen TV and Luxe TV) [Information related to  Thema’s distribution 
rights] .104 The only channel currently sold to M7 is Stingray iConcerts.105 The 
total revenues generated by Thema in Slovakia in 2018 amounted to about EUR 
[Information related to  the revenues generated by Thema] .106 
                                                 
98  My Zen TV  is a lifestyle channel offering practical advice, experiences and entertainment content 
on light sports, home, health, cooking, flowers, travel, beauty and real -life stories (Form CO, 
paragraphs 276 -278). [Contractual information] . 
99  Form CO, paragraph 283; Notifying Party’s reply to RFI 3 , question 8 . 
100  Form CO, paragraph 285.  
101  Notifying  Party’s reply to RFI 3, question 7.  
102  Replies to Questionnaire, question 11.3.  
103  Form CO, paragraph 266.  
104  My Zen TV and Luxe TV (Form CO, paragraphs 279 -282).  For a description of Zen TV, see 
footnote 98 above.  Luxe TV is a worldwide TV channel broadc asting content related to “luxuries”. 
The content displayed is usually in the format of documentaries, magazines and news programs.  
Similarly to My Zen TV, Thema [Information related to Thema’s distribution rights] . 
105  Form CO, paragraph 283;  Notifying Party’s reply to RFI 3, question 8 . 
106  Form CO, paragraph 286.  
 
26 (110)  The current activity of  Canal + in Slovakia in the wholesale TV market is 
therefore [Information related the extent of Canal +’market presence] . 
Furthermore, the Commission notes that the TV channels for which Canal + has 
distribution rights in Slovakia are mainly foreign  TV cha nnels and [Information 
related to  Canal +’ business strategy]  thematic channels with limited potential 
demand.  
(111)  Moreover, like Zen TV, Luxe TV competes with several channels , such as 
Viceland, E! and Fashion TV.107 
(112)  Therefore, the channels broadcast by Canal + and Thema in Slovakia are not 
essential for providers of TV services to effectively compete in the downstream 
market and thus do not allow the merged entity to engage in input foreclosure vis -
à-vis M7’s competit ors. 
(113)  Finally, a large majority of respondents to the market investigation considers that 
the Transaction will have a neutral impact on competition in the TV value chain 
in Slovakia.108  
Conclusion  
(114)  Based on  the above, the Commission considers that the merged entity is unlikely 
to have the ability to foreclose competing pay -TV retailers in Belgium , Czechia, 
the Netherlands and Slovakia post-Transaction.  
(b) Incentive  to engage in input foreclosure  
(115)  The large majority of  respondents to the market investigation consid er that , post -
Transaction,  the merged entity would not have the incentive to exclusively supply 
its channels to M7  or to otherwise degrade the terms and conditions on which it 
provides access.109 Nevertheless, a few  respondents fear that the merged entity 
may try to impose licensing agreements covering several Member States, for 
instance Belgium and France.  Several respondents refer to Canal +’s business 
strategy in France to accumulate exclusive distribution rights.  
(116)  The Commission notes that , at present , Canal +’s revenues from TV broadcasting 
are largely accounted for by acquirers  other than M7  in each of the concerned 
Member States . M7 is projected to generate approximately [0-5]% of Canal +’s 
revenues from the licensing of its TV channels in Belgium in 2019 (taking into 
account the latest distribution agreements) and generated less than [0-5]% of 
Thema’s revenues from the distribution of TV channels in Belgium, Czechia, the 
Netherlands and Slovakia  in 2018 .110 An input foreclosing strategy would 
seriously  affect th e vast majority of the merged entity’s revenues. Therefore, 
Canal  + is likely to continue to rely on licensing revenues from acquirers other 
than M7.  
                                                 
107  Notifying Party’s reply to RFI 3, question 7.  
108  Replies to Questionnaire, question 11.4.  
109  Replies to Questionnaire, question 11. 1. 
110  Notifying Party’s reply to RFI 3, question  8. 
 
27 (117)  Thema’s business model is based on the distribution of third parties’ TV channels 
outside their  home market as well as of [Information related to Thema ’s business 
strategy ] thematic channels. TV broadcasters rely on Thema to sell their channels 
in countries in which they are not present and have no in -depth knowledge of the 
market. The objective of the TV broadcasters distributed by Thema is therefore  to 
ensure  the widest possible distribution of their channels and [Information related 
to Thema ’s business strategy ] for their channels . It follows that [Information 
related to Thema’s business strategy on distribution agreements] .111 
(118)  Furthermore , considering the [Information related the extent of Canal +’market 
presence]  relevance  of Canal +’s TV channels offer in the concerned Member 
States and the significant position of alternative channel suppliers  (see paragraphs 
(92) and ( 114)), it is unlikely that input foreclosure would result in material 
diversion from rivals to M7 at the downstream level. Therefore, additional retail 
revenues could not outweigh the likely wholesale losses.  
(119)  Specifically with regard  to France, the Commission notes that the merged entity's 
downstream footprint and thus incentives remain unchanged as M7 is not active 
as TV retailer in France.   
(120)  With regard to multi -territory licensing, the Commission notes that the 
Transaction does not affect the merged entity's incentive to enter into single - or 
multi -territory licensing agreements with third parties.  Currently, it is common in 
the sector that negotiations take place separately for each Member State.112 
Specifically with regard to multi -territory agreement s concerning the linguistic 
regions affected by the Transaction, the Commission notes the following:  
(a) Belgium and the Netherlands: Canal + does not broadcast TV channels in 
the Netherlands or to a Dutch speaking audience, which could be su bject 
to multi -territory agreements covering Belgium and the Netherlands ; 
(b) Belgium and France: While Canal + broadcasts TV channels in France and 
Belgium and , post-Transaction , Canal + will be present at the retail level 
of the television value chain in both France (Canal +) and Belgium (M7), 
the Transaction will not have an impact on Canal +’s incentive to enter 
into multi -territory agreements covering France and Belgium with 
competing TV retailers  as no TV retailer is present in both France and 
Belgium. Therefore, there can be no demand for  Canal + ’s channels 
covering  both territories.113 
(121)  As a result,  the merged entity is unlikely  to have the incentive to foreclose 
competing provi ders of TV retail services from its TV channe ls in the relevant 
Member States  and corresponding linguistic regions . 
(c) Impact on effective competition  
(122)  Even in the hypothetical situation that the merged entity were to have either the 
ability or the incentive to foreclose competing downstream rivals with regard to 
                                                 
111  Notifying Party’s reply to RFI 3, question 9.  
112  Form CO, paragraph 40; Notifying Party’s reply to RFI 3, question 2.  
113  Notifying Party’s reply to RFI 3, question 4.  
 
28 the wholesale supply of pay -TV channels, such a strategy would not have an  
appreciable  impact on competition.  
(123)  As detailed above in paragraphs ( 92) to ( 114), Canal +’s activities on the market 
for the wholesale supply of TV channels  as TV broadcaster and wholesale  
supplier of TV channels  are limited  in Belgium , and [Information related to the 
extent of Canal +’market presence]  in Czechia , the Netherlands and  Slovakia. In 
any case, there are several  providers of pay -TV channels that compete with Canal 
+'s channels in all relevant segments will remain active post -Transaction.  
Therefore , even if the merged entity were to adopt a foreclosure strategy, 
downstream rivals would continue to have access to sufficient alternative inputs.  
(d) Conclusion  
(124)  In light of the above, the Commission considers that the Transaction  does not give 
rise to serious doubts with regard to its compatibility with the internal market as a 
result of input foreclosure effects with regard to TV c hannels to the detriment of 
competing retail providers of TV retail services in Belgium , Czechia, th e 
Netherlands and Slovakia  as well as in the corresponding linguistic regions . 
5.3. Customer foreclosure  
5.3.1.  Introduction  
(125)  The Transaction will bring about a vertical relationship with regard to the 
production, licensing  and acquisition  of TV content  and the wholes ale supply of 
TV channels. M7 operates as a purchaser of TV channels (which it integrates in 
its TV retail offers) and, more marginally, of TV content (to provide non -linear 
services to its retail customers) while Canal + is active as a producer/licensor o f 
TV content and wholesale provider of TV channels.  
(126)  According to the Non -Horizontal Merger Guidelines a downstream firm being 
part of a vertical merger may refuse to buy inputs from its rivals input suppliers as 
a result of the Transaction . This incentive  to foreclose access to customers 
downstream may result from the vertical integration of an upstream supplier with 
an important customer downstream. Due to their downstream presence, the 
merged entity may foreclose its upstream rivals' access to an importa nt customer 
base. In turn this can inhibit upstream rivals to effectively compete.114 
(127)  In television markets, different forms of customer foreclosure may occur. First: (i) 
intermediate TV channel wholesalers; or (ii) downstream providers of retail TV 
services  may cease to purchas e TV content from upstream rivals  in the market for 
the supply of TV content . Second, downstream providers of retail TV services 
may cease to buy TV channels from their rivals at the intermediate level for the 
wholesale supply of TV ch annels.  
5.3.2.  Supply of TV content  
(128)  This section assesses whether post -Transaction, the merged entity would have the 
ability and incentive to cease acquiring TV content from its upstream rivals to be 
                                                 
114  Non-Horizontal Merger Guidelines, paragraph 58.  
 
29 sold by the merged entity directly to end users. It then assesses what the overall 
likely effect on competition would be.  
5.3.2.1.  Notifying Party's views  
(129)  The Notifying Party argues that , post-Transaction, it would neither  have the 
ability  nor the incentive  to foreclose its upstream rivals  in the market for the 
supply of  TV content  for the following reasons . 
(130)  First, the market share of the merged entity in the downstream market for the 
provision of retail TV services would fall below the level that could be considered 
to be sufficient for it to engage in a customer foreclo sure strategy . In Czechia and 
Slovakia , M7’s market share would be above 30% in volume (subscribers) terms 
only, but below 30% in value terms . In Belgium and the Netherlands , market 
shares would be higher than 30% only in a hypothetical segmentation per 
distribution infrastructure . A market share higher than 30% in the segment of 
satellite retail pay -TV and terrestrial pay -TV bears no relevance regarding the 
merged entity’s ability to engage in customer foreclosure.115  
(131)  Second, the merged entity would not hav e the incentive to engage in customer 
foreclosure. M7’s commercial success is based on being able to offer a diversified 
package of TV content. The content supplied by the merged entity would by no 
means be sufficient to ensure that it could compete robust ly at the downstream 
level.116 
(132)  Third, the value of M7’s purchases of TV content directly from suppliers at the 
content level of the television value chain is negligible and would not be 
sufficient to have any impact in the market, let alone to allow the merged entity to 
pursue customer foreclosure .117  
(133)  The merged entity’s inability to engage in customer foreclosure would be further 
confirmed by the presence of larger international online content retailers, such as 
Netflix, Amazon Prime or Apple, that repres ent an important outlet for original 
content at the retail level.118 
5.3.2.2.  The Commission’s assessment  
(a) Ability  to engage in customer foreclosure  
(134)  When considering whether the merged entity would have the ability to foreclose 
access to downstream markets, the Commission examines whether there are 
sufficient economic alternatives in the downstream market for upstream rivals to 
sell their output.  
(135)  In this respect  and considering the position of the merged entity at the retail level , 
the Commission notes that:  
                                                 
115  Form CO, paragraphs 320 -323. 
116  Form CO, paragraph 324-325. 
117  Form CO, paragraph 326. 
118  Form CO, paragraph 327. 
 
30 (a) in Belgium , M7 is the only retail pay -TV provider offering satellite and 
terrestrial TV services . However, considering all technologies, M7 has a 
[Information related to the extent of Canal +’market presence]  market 
share, lower than  [5-10]% in all plausible sub-segments. There are other 
relevant retail pay -TV operators holding much higher market shares in the  
market for the p rovision of retail pay-TV services  (Telenet 40 -50%, 
Proximus 20-35% and Voo 10-20%, range by volume and value ) which 
are active in all plausible sub -segments (by linearity and content) ; 
(b) in Czechia , M7 has a market share of [20-30]% (value) and [30-40]% 
(volume) in the market for the provision of retail pay-TV services , which 
is slightly higher in the basic pay -TV segment and significantly higher in 
the satellite segment ( [70-80]% (value) and [80-90]% (volume) ). There are 
other relevant retail pay-TV operators with significant market shares  both 
in value and volume terms : UPC Cable ( 20-30%), O2 (1 0-20%) and T -
Mobile  (0-10%) . Moreover, M7’s market share has been declining  in the 
period 2016 -2018  while competitors’ shares have increased ; 
(c) in the Netherlands , M7 is the main operator in the satellite segment, with a 
market share of [90-100]% in value and volume terms . How ever, 
considering all technologies, M7 has a [Information related to the extent of 
M7’s market presence]  market share, inferior to [5-10]% in all plausible 
sub-segments. There are other relevant retail pay -TV operators with much 
higher market shares in the  market for the provision of retail pay-TV 
services (Ziggo 5 0-60%, KPN 20-35%) which are active in all plausible 
sub-segments (by linearity and content) ; 
(d) in Slovakia , M7 has a market share of [20-30]% (value) and [30-40]% 
(volume) in the market for the provision of retail pay-TV services, which 
is slightly higher in the basic pay -TV segment and significantly higher in 
the satellite segment ( [50-60]% (value) and [60-70]% (volume) ). There are 
other relevant retail pay-TV operators with significant mark et shares: 
Slovak Telekom (3 0-50%,) and UPC Cable ( 10-20%). Moreover, M7’s 
market share has been  declining  in the period 2016 -2018 while 
competitors’ shares have increas ed.119 
(136)  Therefore, the Commission considers that , post -Transaction,  the merged entity 
will not have a significant degree of market power in the downstream market for 
the retail provision of TV services ( or in any plausible sub -segm ent thereof ) in the 
Member States concerned.  
(137)  In any case, the Commission notes that, irrespective of its position i n the markets 
for the provision of retail TV services , the role of M7 as direct acquirer of TV 
content is [Information related to the extent of M7’s market presence and role as 
direct role as direct acquirer of TV content] . As already explained at paragraph 
(81), M7 offers catch -up services as well as a VOD library to its customers in the 
countries where it is active as a pay -TV retailer. With regard to its catch -up 
services, M7 does not purchase these rights from suppliers a t the content level of 
the television supply chain but rather from TV broadcasters and wholesale TV 
distributors. With regard to its VOD library, the uptake of this offering is limited 
                                                 
119  Form CO, Tables 1 and 2; Annex 6.3.4 . 
 
31 and thus M7’s licensing fees are marginal. In 2018, M7 paid licensing f ees to (i) 
[Information related to the payment of licensing fees]  for access to its film 
catalogue (EUR [Information related to the payment of licensing fees] ) and (ii) 
content licensors for its customers’ TVOD purchases (EUR [Information related 
to the pa yment of licensing fees] ).120 Therefore, M7’s market shares mentioned 
above in the relevant retail TV markets are not a n adequate indicator of M7’s role 
as direct purchaser of TV content.  
(138)  In general, the main acquirers of TV content are TV broadcasters and n ot 
traditional retail TV providers as M7. At the retail level, large international online 
content pay TV -retailers, such as Netflix, Amazon Prime or Apple, that are active 
mainly in the provision of non -linear services and normally directly acquire the 
TV content for their libraries play an increasing role as acquirers of TV content. 
These players, active worldwide, represent a new, important customer group of 
acquirers for TV content producers.121 
(139)  Finally, none of the respondents to the market investigation raised concerns 
related to risks of customer foreclosure with respect to competing providers of TV 
content in Belgium, Czechia, the Netherlands and Slovakia.122  
(140)  Given the merged entity’s marginal role as acquirer of TV content in Belgium, 
Czechia , the Nethe rlands and Slovakia, and the presence of relevant alternatives, 
the Commission considers that it would not have the ability to foreclose its 
upstream rivals  in the market for the production , licensing  and acquisition of TV 
content . 
(b) Incentive to engage in customer foreclosure  
(141)  The Commission does not consider that the merged entity would have the 
incentive to foreclose access to downstream markets by reducing purchases from 
upstream rivals for the following reasons.  
(142)  The attractiveness of a pay -TV operator's offer to consumers is based on the 
richness of the bundle of content and channels broadcast through its platform.123 
On this basis, the merged entity would not have the incentive to cease purchasing 
TV content from upstream competitors. As mentioned above in  paragraph (77), 
Canal +’ s sales of TV content to TV retailers have been [Information related the 
extent of Canal +’ sales]  in Belgium and [Information related the extent of Canal 
+’ sales]  in Czechia , the Netherlands and Slovakia in the last three years. Canal 
+’s role as provider of TV content at the retail level is [Information related to the 
extent of Canal +’market presence]  and the merged entity would not have an 
incentive to restrict its VOD offering to Canal  +’s content.  
                                                 
120  Form CO, paragraph 326.  
121  Form CO, paragraph 327.  
122  Replies to Questionnaire, question 11.2 -11.5.  
123  See for instance Commission decision of 15 June 2018 in case M.8861 – Comcast/Sky , recital 206 ; 
Commission decision of 21 December 2010 in case M.5932 – NewsCorp/BskyB, paragraph 154; 
Commission decision of 16 September 2014 in case M.7282 Liberty Global/Discovery/All3Media, 
paragraph 68.  
 
32 (143)  The merged entity will  there fore not  have the incentive to foreclose competing 
TV content providers in Belgium, the Netherlands, Czechia and Slovakia  and 
corresponding linguistic regions . 
(c) Impact on competition  
(144)  A broad range of alternative TV broadcasters and content platform operators 
compete to acquire TV content  in each of the relevant Member States and 
linguistic regions , each of which will continue to be credible purchasers of TV 
content post -Transaction  thus allowing rival upstream licensors to continue to 
operate efficie ntly. Moreover, considering the marginal role of M7 as acquirer of 
TV content, a customer foreclosure strategy would not have any appreciable 
impact on TV content providers . In light of this, the Commission does not 
consider that a potential customer forec losure strategy for content would have a 
material effect on competition in Belgium, Czechia , the Netherlands and Slovakia  
and the corresponding  linguistic regions . 
(d) Conclusion  
(145)  In light of the above, the Commission concludes that the Transaction  does not 
give rise to serious doubts with regard to its compatibility with the internal market 
as a result of customer foreclosure for the supply of TV content in Belgium, 
Czechia , the Netherlands and Slovakia  as well as in the corresponding linguistic 
regions.  
5.3.3.  Wholesale supply of TV channels  
(146)  This section assesses whether post -Transaction, the merged entity would have the 
ability and incentive to cease acquiring TV channels from its upstream rivals and 
assesses what the overall likely effect on competition  would be.  
5.3.3.1.  The Notifying Party's view  
(147)  The Notifying Party argues that , post-Transaction, there would not be any 
customer foreclosure concerns for the following reasons.  
(148)  First, the market share of the merged entity in the downstream market would fall 
below the level that could be considered to be sufficient for it to engage in a 
customer foreclosure strategy. In Czechia and Slovakia, M7’s market share would 
be above 30% in volume (subscribers) terms only, but below 30% in value terms. 
In Bel gium and the Netherlands market shares would be higher than 30% only in 
a hypothetical segmentation per infrastructure. A market share of higher than 30% 
in the segment of satellite retail pay -TV and terrestrial pay -TV bears no relevance 
regarding the merg ed entity’s ability to engage in customer foreclosure.124  
(149)  Second, the merged entity would not have the incentive to engage in customer 
foreclosure.  Such a strategy would be immediately defeated by the fact that the 
merged entity’s wholesale offering cannot replace the channels that M7 currently 
purchases from wholesalers in Belgium, the Czechia, the Netherlands and 
Slovakia. There are no local channel s or particularly important channels in the 
                                                 
124  Form CO, paragraphs 291 -294. 
 
33 merged entity’s offering. Thema, in particular, focuses on offeri ng international 
and thematic channels. Without offering local channels, the merged entity would 
not be able to continue to compete in the downstream market.125 
5.3.3.2.  The Commission's assessment  
(a) Ability to engage in input foreclosure  
(150)  At the outset, for customer f oreclosure to be a concern, the Transaction must 
involve a company with a significant degree of market power as a customer in the 
downstream market.126 
(151)  As discussed in paragraphs ( 135) to ( 136), the merged entity will not have a 
significant degree of market power in the downstream market for the retail 
provision of TV services ( or in any plausible sub -segments) in the Member States 
concerned.  The Notifying Party confirms that its position with regard to the 
acquisition of TV channels is accurately reflected by its downstream market share  
in value terms .127 
(152)  With regard to Belgium and the Netherlands , M7’s market share in the market for 
the pr ovision of pay-TV services  is smaller than [5-10]% and [5-10]%, 
respectively, in all plausible segments and there are several significant 
competitors active on these markets: Telenet, Proximus and Voo in Belgium ; 
Ziggo and KPN in the Netherlands. Therefore, the merged entity would not have 
the ability to harm upstream rivals based on partial (e.g. , reduction of carriage 
fees) or total (e.g. , termination of carriage agreements) foreclosure strategy. Even 
if the merged entity attempted to engage in a foreclosure strategy , such strategy 
would mainly concern the satellite and terrestrial segment and upstream rivals 
would have the ability to continue and potentially increase their sales with respect 
to other market segments (cable, IPTV) which represent the large majority of 
subscribers in Belgium and the Netherlands.  Even if the market was segmented 
on the basis of distribution  technology, sales in a different market segment would 
also qualify as economic alternative for upstream rivals to sell their output.128 
(153)  With respect to Czechia and Slovakia , the satellite segment represents a larger 
part of the market for the provision of pay-TV services  and consequently M7’s 
overall market share is higher, in the range of 25 -40% in Czechia and 20 -30% in 
Slovakia.  There are several significant competitors active on these markets: UPC 
Cable, O2 and T -Mobile in Czechia ; Slovak Telekom and UPC Cable in Slovakia. 
Therefore, the merged entity would not have the ability to harm upstream rivals 
based on partial (e.g. , reduction of carriage fees) or total (e.g. , termination of 
carriage agreements) foreclosure strategy. Even if the merged entity attem pted to 
engage in a foreclosure strategy, upstream rivals would have the ability to 
continue and potentially increase their sales with respect to other market segments 
(cable, IPTV, terrestrial) which represent more than half of the subscribers in 
Czechia and Slovakia.  
                                                 
125  Form CO, paragraph 295.  
126  Non-Horizontal Merger Guidelines, paragraph 35.  
127  Notifying Party’s reply to RFI 3, question 11 . 
128  Non-Horizontal Merger Guidelines, paragraph  66. 
 
34 (154)  In any case, as discussed in Section 5.1.3, the TV channels supplied by Canal + 
and Thema do not constitute particularly important inputs for the provision of 
retail pay-TV services in Belgium, Czechia, the Netherlands and Slovakia  and 
many o f the distributed channels are niche products. Therefore, the merged entity 
is unlikely to be able to use the threat of switching to Canal +’s product offering 
in negotiations with competing upstream providers of TV channels.  
(155)  Finally, none of the responde nts to the market investigation raised concerns 
related to risks of customer foreclosure with respect to competing providers of TV 
channels in Belgium, Czechia, the Netherlands and Slovakia.129  
(156)  In light of the above, the Commission considers that the merged entity would lack 
the ability to engage in total or partial customer foreclosure strategies .  
(b) Incentive to engage in input foreclosure  
(157)  The Commission does not consider that the merged entity w ould have the 
incentive to foreclose access to downstream markets by reducing purchases from 
upstream for the following reasons.  
(158)  Retail p ay-TV providers have to offer a diverse portfolio of channels in order to 
maximise their attractiveness for a large num ber of viewers. The risk of broad 
foreclosure strategy not targeting closely competing channels with Canal +'s 
channels, but foreclosing also channels that are not close competitors to Canal +'s 
channels can therefore be excluded at the outset.130 
(159)  The Commission notes that it is unlikely that the TV channels supplied by 
Canal  + are particularly attractive (as discussed in Section 5.1.3) or close 
substitutes of the TV channels currently offered in Belgium, Czechia, the 
Netherlands and Slovakia.  
(160)  As confir med by the Notifying Party, the merged entity could not replace M7’s 
current wholesale TV distributors with channels supplied by Canal + and Thema, 
as without offering the many local channels (none of which are supplied by the 
merged entity), it would not be able to continue to compete effectively in the 
downstream market. With regard to the channels distributed by Thema, the 
Commission notes that Thema’s business model is based on the distribution of 
third parties’ TV channels outside their home market as well as of [Information 
related to  Canal +’ business strategy]  thematic channels. Such channels are 
unlikely to replace  significant parts of M7’s channel portfolio in Belgium, 
Czechia, the Netherlands and Slovakia. With regard to Canal +’s channels sold in  
Belgium,  the Commission considers that these are also not suitable to replace a 
significant number of TV channels in M7’s current portfolio.  
(161)  In fact , in order to compete effectively in the downstream market with an 
attractive offering, M7 currently procures channels from [Information related to  
M7’s business strategy]  different TV wholesalers in Belgium, [Information 
related to  M7’s business strategy]  different wholesalers in the Netherlands, 
[Information related to  M7’s business strategy]  wholesalers in the Czech ia and 
                                                 
129  Replies to Questionnaire, question 11.2 -11.5.  
130  Commission decision of 15 June 2018  in case M.8861 – Comcast/Sky , recital 237. 
 
35 [Information related to  M7’s business strategy]  wholesalers in Slovakia.131 In 
light of the merged entity’s limited TV channel offering, t he merged entity is 
unlikely to have an incentive to significantly reduce the number of carriage 
agreements with wholesalers in each of the concerned Member States.  
(162)  To the contrary, the merged entity faces possible costs if it were to stop procuring 
certa in TV channels from upstream rivals as such strategy would risk to 
significantly reduce the attractiveness of the merged entity’s downstream 
offering.132 
(163)  The Commission therefore considers that the merged entity will not have the 
incentive to foreclose compe ting TV content providers in the relevant Member 
States.  
(c) Impact on effective competition  
(164)  Given that there are multiple alternatives to the merged entity to which TV 
broadcasters can supply their TV channels  (see paragraphs (152) and (153)) , TV 
broadcasters  and wholesalers of TV channels are protected from a foreclosure 
strategy . A broad range of retail pay -TV providers compete to acquire TV 
channels, each of which will continue to be credible purchasers of TV channels 
post-Transaction thus allowing rival up stream broadcasters and wholesalers to 
continue to operate efficiently. Moreover, given the merged entity’s limited TV 
channel portfolio in Belgium, Czechia, the Netherlands and Slovakia, the merged 
entity is unlikely to risk the loss of downstream custome rs and related revenues  
by removing third parties’ TV channels from its current channel portfolio  and 
thus effectively reducing the attractiveness of its retail pay -TV service . 
(165)  On this basis , the Commission does not consider that a hypothetical customer 
foreclosure strategy for TV channels  would have a ny material effect on 
competition in Belgium, Czechia, the Netherlands and Slovakia  (as well as the 
corresponding linguistic regions) . 
(d) Conclusion  
(166)  In light of the above, the Commission concludes that  the Transaction does not 
give rise to serious doubts with regard to its compatibility with the internal market 
as a result of customer foreclosure for the wholesale supply of TV channels in 
Belgium, Czechia, the Netherlands and Slovakia.  
  
                                                 
131  Form CO, paragraph 296.  
132  Non-Horizontal Merger Guidelines, paragraph 68.  
 
36  
6. CONCLUSION  
(167)  For th e above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with 
the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Sign ed) 
Margrethe VESTAGER  
Member of the Commission