Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 28.7.2021  
C(2021 ) 5793 final  
PUBLIC VERSION  
 
ORANGE S.A.  
111, Quai du Président Roosevelt  
92130, Issy -les-Moulineaux ,  
France  
Subject : Case M. 10153  – ORANGE/TELEKOM ROMANIA 
COMMUNICATIONS  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2)  of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 8 June 2021 , the  European Commission received notificat ion of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Orange S.A. 
(“Orange”, France) acquires  within the meaning of Article 3(1)(b) of the Merger 
Regulation  sole control of the whole of  Telekom Romania Communications  S.A. 
(“TKR”, Romania), currently controlled by Deutsche Telekom AG  (“DT”, 
                                                 
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 a s the replacement of 
‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will be u sed 
throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and 
other  confidential information. The 
omissions are shown thus […] . Where 
possible the information omitted has been 
replaced by ranges of figures or a general 
description.  
 
 
2 Germany)  (the “Transaction”)3. Orange  and TKR  are designated hereinafter as the 
“Parties ” and Orange is referred to as the “Notifying Party ”. 
1. THE  PARTIE S  
(2) Orange  is a global telecomm unications operator, providing a wide range of 
electronic communications services mainly in the area of fixed -line, internet and 
mobile telephony in 27 countries worldwide. In Romania, through its subsidiary 
Orange Romania, it offers mobile telecommunicati ons services relying on its own 
mobile network . Orange Romania  also offers , to a very limited extent, fixed 
telephony, fixed internet and TV services relying almost exclusively on third -party 
infrastructures. Orange is listed on the NYSE Euronext Paris ind ustry and on the 
New York Stock Exchange. No shareholder has sole or joint control over  Orange 
within the meaning of the Merger  Regulation . 
(3) TKR  is a provider of fixed telecommunications services, TV services and multiple -
play bundles to residential and non -residential customers, wholesale services to other 
telecommunications operators and, to a very limited degree, mobile 
telecommunications services as a Mobile Virtual Network Operator relying on an 
agreement with Telekom Romania Mobile Communications S.A. (“TRMC”), all in 
Romania. TKR is currently under the sole control of DT, through DT’s subsidiary 
Hellenic Telecommunications Organizations S.A.  (“OTE”), which indirectly 
(through its 100% subsidiary OTE International Investments Ltd) owns 54.01% of 
TKR sha res and voting rights . The remaining shares (45.99%) belong to the 
Romanian State, but do not confer joint control over TKR within the meaning of the 
Merger Regulation.  
(4) TKR holds a 30% non -controlling minority shareholding in TRMC, the third largest 
mobile  network operator in Romania. TRMC is solely controlled by DT via OTE, 
which holds 70% of the shares.  
2. THE  OPE RATION  
(5) Pursuant to the Share Sale and Purchase Agreement (“the Agreement”) signed on 
6 November 2020, Orange Romania will acquire 100% of the shar es of OTE 
International Ltd , and thus indirect control over TKR . The Romanian State  will 
retain its non -controlling minority shareholding in TKR.  TKR’s Shareholders’ 
Agreement will not be affected by the Transaction. Therefore, as a result of the 
Transaction, Orange will solely control TKR within the meaning of Article 3(1)(b) 
of the Merger Regulation .  
(6) Additionally, as a consequence of the acquisit ion of TKR, Orange will  indirectly 
acquire 30% of the share capital of its direct competitor TRMC , together with the 
relating voting and other corporate governance rights .   
                                                 
3  Publication in the Official Journal of the European  Union No C 231, 16.06.2021 , p. 5-6. 
 
 
3 3. UNION DIME NSION  
(7) The undertakings concerned have a combined aggregate world -wide tu rnover of 
more than EUR 5 000 m illion (Orange: EUR 42 270 million; TKR: EUR […])4. 
Each of them has a U nion-wide turnover in excess of EUR 250 million  (Orange: 
EUR […]; TKR: EUR […]), but each does not achieve more than two -thirds of its 
aggregate Union-wide turnover within one and the same Member State. The notified 
operation therefore has a  Union  dimension pursuant to Article 1(2) of the Merger 
Regulation.  
4. RE LE VANT MARKE TS  
(8) In Romania, the Parties’ main activities are complementary . Orange primarily 
provid es retail mobile telecommunications services. It offers retail fixed telephony 
and retail fixed internet services , mainly through a wholesale access agreement […], 
as well as business connectivity services  through “ad hoc” broadband access 
agreements with TKR, each addressing  the specific needs of its business customers . 
Orange also offers retail TV services through its own satellite service and via cable 
based on its wholesale agreement with TKR .  
(9) TKR on the other hand  is mainly active in t he retail supply of fixed telephony and 
fixed internet access services. It offers mobile telecommunications services based on 
a wholesale mobile virtual network operator (“ MVNO ”) agreement with TRMC. 
TKR also offers retail audio -visual (“ AV”) services thro ugh cable, satellite and 
IPTV, as well as business connectivity services. TKR also provides third parties with 
commercial (non -regulated) wholes ale access to its fibre network and  cable TV 
network . 
(10) The Parties’ activities mainly overlap in the areas of: (i) fixed -mobile convergent 
(“FMC”) bundles; (ii) business connectivity services; ( iii) retail supply of AV 
services; and (i v) wholesale supply and acquisition of TV channels (acquisition 
side).  Besides, there are minor horizontal overlaps between the Partie s’ activities in:  
(i) retail fixed telephony services; (ii) retail fixed internet access services; (iii) retail 
mobile telecommunications services; and (iv)  wholesale leased lines.  
(11) In addition, Orange and/or TKR are present upstream in: (i) wholesale broad band 
access (TKR); (ii) wholesale services for fixed backhaul (TKR); (iii)  wholesale fixed 
call termination services ( Orange  and TKR ); (iv) wholesale termination and hosting 
of calls to non -geographic numbers  (TKR); (v)  wholesale provision of domestic call  
transit services on fixed networks (TKR); (v i) global telecommunications services  
(Orange);  (vii) w holesale internet connectivity services (Orange); (vii i) wholesale 
mobile call services  (Orange and TKR ); and ( ix) wholesale international roaming 
services  (Orange).  Those services are vertically linked to (i) retail mobile 
telecommunications services, (ii) retail fixed telephony services,  and (iii) retail 
business connectivity services. Further details on the vertical relationships between 
the Parties are in  Table 2 under section 5.2.2 . 
                                                 
4  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Consolidated 
Jurisdictional Notice (OJ C95, 16.4.2008, p. 1).  
 
 
4 4.1. Retail supply of mobile telecommunications servic es 
4.1.1.  Product market definition  
4.1.1.1.  Commission precedents  
(12) In previous decisions,  the Commission has identified an overall retail market for 
mobile telecommunications services constituting  a separate market, distinct from 
retail fixed telecommunication services. The Commission considered that the retail 
mobile market does not need to be further segmented based on the type of service 
(voice calls, SMS, MMS, mobile Internet data services), or  the type of network 
technology (2G, 3G, 4G).5 The Commission considered a number of possible 
segmentations of the overall retail market for mobile telecommunication services 
(pre-paid vs post -paid services ;6 private customers vs . business customers ;7 high-
value vs low -value customers ;8 sim-card only (“ SIMO ”) and handset subscriptions ;9 
different distribution channel s10) but considered that they do not constitute separate 
product markets but rather segments  of the same market . 
(13) The Commission considered  that Over -the-top (“OTT”) services, whether provided 
over Wi -Fi or via mobile telecommunications data networks, were not part of the 
market for mobile telecommunications services , as OTT  rely on mobile 
telecommunications (data) services and /or fixed broad band services  to function.11 
                                                 
5  Commission d ecision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 66; 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Zigg o, paragraph 207; Commission 
decision of 1 September 2016 in case M.7758, Hutchison 3G Italy/Wind/JV , recitals 135 to 140; Commission 
decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 74; Commission 
decision of 11 May 2 016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 259 to 265 and 287; 
Commission decision of 02 July 2014 in case M.7018 – Telefónica Deutschland/E -Plus, recitals 31 to55; 
Commission decision of 28 May 2014 in case M.6992 – Hutchison 3G UK/Telef ónica Ireland , recital 141; 
Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G Austria/Orange Austria , recitals 43 
to 58.  
6  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 64 to 
67; Commission decision of 27 November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , recital 202; 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraphs 200 to 207; 
Commission decision of 1 September 2016 in case M.7758 – Hutchison 3G Italy/Wind/JV , recitals 146 to 149; 
Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraphs 72 to 
74; Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 266 to 270 
and 2 87; Commission decision of 2 July 2014 in case M.7018 – Telefónica Deutschland/E -Plus, recitals 37 to 39 
and 65 to 71; Commission decision of 28 May 2014 I case M.6992 – Hutchison 3G UK/Telefónica Ireland , 
recitals 141 to 143; Commission decision of 12 Dec ember 2012 in case M.6497 – Hutchison 3G Austria/Orange 
Austria , recitals 38 to 41 and 58.  
7  Commission d ecision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 64 to 
67; Commission decision of 30 May 2018 in case M.7000  – Liberty Global/Ziggo , paragraphs 200 to 2 07; 
Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraphs 72 to 
74; Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 276 to 
279; Commission decision of 2 July 2014 in case M.7018  – Telefónica Deutschland/E -Plus, recitals 30 to 36; 
Commission decision of 28 May 2014 in case M.6992 – Hutchison 3G UK/Telefónica Ireland , recitals 141, 149 
and 150; Commission decision of 12 December  2012 in case M.6497 – Hutchison 3G Austria/Orange Austria , 
recitals 32 to 35.  
8  Commission decision of 2 July 2014 in case M.7018 – Telefónica Deutschland/E -Plus, recitals 40 to 44.  
9  Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/T elefónica UK , recitals 271 to 275.  
10  In Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 280 to 286, 
the Commission took into account also the segmentation between direct distribution and independent specialist 
retailers in view of the important role played in the retail market by independent specialist retailers and since 
direct distribution and independent specialist retailers account for the largest part of the market.  
11  Commission decision of 18 July 2019 in  case M.8864 – Vodafone/Certain Libert y Global Assets , recital 65 to 66; 
Commission decision of 27 November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , recitals 168 to 169;; 
Commission decision of 1 September 2016 in case M.7758 – Hutchison 3G Italy/WIND/J V, recitals 138 to 145 
 
 
 
5 Finally, the Commission excluded Machine -to-Machine (“M2M”) services from the 
overall retail mobile market , due to the  particular characteristics of the demand for 
and supply of these  services .12 
4.1.1.2.  The Notifying Party’s  view 
(14) With respect to the retail market for the supply of mobile telecommunications 
services, the Notifying Party considers that the relevant product market to be taken 
into account is the market for the retail supply of mobile telecommunications 
services.   
(15) With respect to M2M services, the Notifying Party considers that the definition of 
the relevant product market should be left open given the rapid technological and 
usage changes that this market is still experiencing.   
(16) With respect to OTT services, t he Notify ing Party disagrees with the Commission’s 
past practi ce of excluding such services from the retail market for the supply of 
mobile telecommunications services.  
(17) In that respect, t he Notifying Party argues that  OTT messaging and voice services 
are used inte rchangeably with traditional mobile voice and SMS services, and 
constitute a competitive threat to traditional services offered by mobile network 
operators (“MNOs”), including voice  telephony and SMS.  This is the case, in 
particular, as th ey are often very cheap or free for consumers, may entail strong 
networks effects and profit from increasing availability of data access (mobile high 
speed data and private/public Wi -Fi) and better interoperability while changing 
between infrastructures (h andover and mesh technology).  
(18) In that respect, t he Notifying Party considers that the market for the retail supply of 
mobile telecommunications services should include OTT services but however 
submits that the exact product market can be left open in the present case as the 
assessment of the Transaction would remain the same.  
4.1.1.3.  The results of the market investigation and the Commission’s assessment  
(19) A majority of respondents to the market investigation indicate d that the market for 
the retail supply of mobil e telecommunications services would be  distinct from the 
market for the retail supply  of fixed telecommunication s services; and that no further 
segmentation of such market would be  warranted .13  
(20) With respect to M2M services, as suggested by the results of t he market 
investigation , the Commission considers that such services would fall into  a market  
distinct  from the market for the retail supply of mobil e telecommunications services. 
Relevant factors include the fact that M2M services and retail mobile servic es are 
characterized by  different usage patterns and pricing models . Respondents to the 
market investigation thus  suggested that M2M services are currently mainly used by 
                                                                                                                                                      
and 162, Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 262 
to 265 and 286s.  
12  Commission decision of 15 July 2019 in case M.9370 – Telenor/DNA , paragraphs 39 to 42; Commission decision 
of 27 November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , recitals 223 and 224.  
13  Replies to Questionnaire Q1 to competitors, question 3.  
 
 
6 business customers and not on a large scale . M2M services also usually include data 
but not voice services and appear to be especially dedicated for the Internet -of-
Things (“IoT”) domain.14  
(21) With respect to OTT services, the results of the market investigation were mixed.  
Some competitors suggested  that OTT services today  would be  used interchangeably 
with traditional mobile telecommunications services while providing additional 
functionalities.  While OTT services would rely on mobile data, mobile devices could  
also access data services provided via Wi -Fi. In that context, developm ents such as 
automatic , SIM-based authentication, multipath TCP protocol and the 
implementation of seamless handover between Wi -Fi and LTE would suggest 
enhanced substitutability  and would enable the use of OTT services at home, at work 
as well as on the g o.  
(22) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant product market is the market for the retail supply of mobile 
telecommunica tion services , excluding M2M services . The question whether such 
product mark et should include OTT services can be left open as the Transaction does 
not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement under any considered product market definition.  
4.1.2.  Geographic market def inition  
(23) In previous decisions , the Commission found that the market for the retail supply of 
mobile telecommunications services is national in scope .15  
(24) The Notifying Party considers that the relevant geographic market for the retail 
provision of mobile tel ecommunications services corresponds to the  territory of 
Romania.  
(25) A majority of the respondents to the market investigation indicated that - in line with 
Vodafone/Certain Liberty Global Assets16 - it would be appropriate to  consider  that 
the geographic scope of the market for the retail supply of mobile 
telecommunications services  in the present case is the territory of Romania .17  
(26) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the retail supply of mobile 
telecommunication services is the territory of Romania.  
                                                 
14  Replies to Questionnaire Q1 to competitors, questions 4 and 4.1  
15  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 70; 
Commission decision of 2 October 2008 in case M.5148 – Deutsche Telekom/OTE , paragraphs 18 to 20.  
16   Commission decision of 18 July 2019 in case M.88 64 – Vodafone/Certain Liberty Global Assets . 
17  Replies to Questionnaire Q1 to competitors, question 6.  
 
 
7 4.2. Retail supply of fixed telephony services  
4.2.1.  Produc t market definition  
4.2.1.1.  Commission precedents  
(27) In previous decisions, the Commission considered whether to distinguish between 
residential and non -residential customers  in the market for the retail supply of fixed 
telephony services .18 While the Commission left the precise scope of the market for 
the retail supply of fixed telephony services open in several  decisions ,19 it found in 
recent decisions that such market does not contain further segmentations20 and that 
the overall product mark et for fixed telephony services  includes VoIP services .21 
4.2.1.2.  The Notifying Party’s view  
(28) The Notifying Party considers that the  exact product market definition can be left 
open in this case . Additionally, the Notifying Party notes that fixed telephony 
services are becoming increasingly obsolete, compared with alternative voice 
services, and have become of little relevance for Romanian customers.  
4.2.1.3.  The results of the market investigation and the Commission’s assessment  
(29) A majority of respondents to t he market inves tigation indicated th at an overall 
market for the retail supply of fixed telephony services both through fixed telephony 
lines and through VoIP is appropriate .22 
(30) With respect to a distinction between local/national and international calls, the 
results of th e market investigation were mixed. While certain submissions  from 
competitors  suggested that such distinction would be appropriate due to the often 
significantly higher international termination rates vis -à-vis national interconnection 
rates, other respond ents indicated that there would be no significant distinctions 
between such calls.23 
(31) With respect to a segmentation between residential and non -residential customers, 
the results of the market investigation were also inconclusive . While certain  
competitors  suggested that, unlike services to residential customers, services to non-
residential customers would usually include private branch exchange (“ PBX ”) or 
                                                 
18  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets, recitals 35 to 
40; Commission decision of 8 October 201 8 in case M.8842 – Tele2/Com Hem Holding , paragraphs 14 to 17.  
19  Commission decision of 8 October 2018 in case M.8842 – Tele2/Com Hem Holding , paragraph 17; Commission 
decision of 29 January 2010 in case M.5730 – Telefónica/Hansenet Telekommunikation , par agraph 17; 
Commission decision of 26 June 2009 in case M.5532 – Carphone Warehouse/Tiscali UK , paragraphs 35 to 39; 
Commission decision of 27 November 2007 in case M.4947 – Vodafone/Tele2 Italy/Tele2 Spain , paragraph 12  
20  Commission decision of 26 October  2020 in case M.9963 – Iliad/Play Communications , paragraphs 19 to 23; 
Commission decision of 4 February 2016 in case M.7637 – Liberty Global/Base Belgium , recitals 68 and 69.  
21  Commission decision of 29 September 2019 in case M.6990 – Vodafone/Kabel Deut schland , paragraph 131; 
Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets,  recitals 35 to 
40; In Commission decision of 8 October 2018 in case M.8842 – Tele2/Com Hem Holding , paragraph 17, the 
Commission left open the exact scope of the product market with respect to VoIP services.  
22  Replies to Questionnaire Q1 to competitors, questions 7 and 7.1  
23  Replies to Questionnaire Q1 to competitors, questions 8 and 8.1  
 
 
8 Virtual PBX connectivity ; others  indicated that there are no significant differences 
between the servic es provided to either residential or non -residential customers .24 
(32) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant product market is the market for the retail supply of fixed 
telephony services including V oIP services , and that the market does not need to be 
segmented further . In any event,  the Transaction does not raise serious doubts as to 
its compatibility with the internal market or the functioning of the EEA Agreement 
under any possible product market definition.  
4.2.2.  Geographic market definition  
(33) In Iliad/Play Communications,25 the Commission found the market for the retail 
supply of fixed telephony services to be national in scope, in particular due to the 
importance of national regulation in the telecommuni cations sector and the national 
basis upon which upstream wholesale services are provided. The Commission has 
also found such market to be national in scope several other decisions,26 including 
one decision concerning  Romania in 2019.27 At other occasions , the Commission left 
open the exact geographic market,28 including for Romania in 2008.29 
(34) The Notifying Party considers that the relevant geographic market for the retail 
supply  of fixed telephony services corresponds to the territory of Romania.  
(35) A majority of  respondents to t he market investigation indicate d that – in line with 
Vodafone/Certain Liberty Global Assets30 – it is appropriate to consider  that the 
geographic scope of the market for the retail supply of fixed telephony services in 
the present case is the territory of Romania.31 
(36) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the retail supply of fixed telephony 
services is the territory of Romania.  
4.3. Retail  supply of  fixed interne t access services  
4.3.1.  Product market definition  
(37) Internet access services consist of the provision of a telecommunications link 
enabling customers to access the internet. Internet access may be provided as dial -up 
("narrowband") access, as higher bandwidth ("br oadband") access via xDSL, a cable 
modem or mobile broadband technology, or in the form of dedicated access 
                                                 
24  Replies to Questionnaire Q1 to competitors, questions 9 and 9.1.  
25  Commission decision of 26 October 2020 in case M. 9963 – Iliad/Play Communications , paragraph 26.  
26  Commission decision of 18 July 2019 in case M.8864  – Vodafone/Certain Liberty Global A ssets, recital  46; 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 150; Commission 
decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 29; Commission 
decision of 19 May 2015 in case M.7 421 – Orange/Jazztel , recital 37; Commission decision of 3 July 2012 in 
case M.6584 – Vodafone/Cable & Wireless , paragraph 13..  
27  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets, recital 46.  
28 Commission decisio n of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraph 13 . 
29  Commission decision of 2 October 2008 in case M.5148 – Deutsche Telekom/ OTE, paragraph 16.  
30  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global  Assets.  
31  Replies to Questionnaire Q1 to competitors, question 10.  
 
 
9 involving leased lines linking one point to the internet and guaranteeing higher leve ls 
of performance and security.32 
4.3.1.1.  Commission precedents  
(38) In recen t cases  (including specifically for Romania33), the Commission has 
considered  that the relevant product market is the overall retail market for the 
provision of fixed internet  access services, including all product types  (narrowband, 
broadband, dedicated access ), distribution modes (DSL, cable, fibre, fixed -wireless -
access (“FWA”))  and speeds/bandwidths, to residential and small business 
customers, excluding the supply of fixed internet services provided through mobile 
network infrastructure  (i.e. “fLTE”) .34  
(39) As for large business customers, the Commission indicated that they belong to a 
separate market for the retail supply of business connectivity services.35 
(40) As regards fLTE services in particular, in its past practice (including recent 
precedents), the Com mission did not identify these services as being part of a 
standalone market. It rather considered that mobile routers/fLTE services should be 
included in the overall market for retail mobile telecommunications services.36 
4.3.1.2.  The Notifying Party’s view  
(41) The Not ifying Party considers that the relevant product market to be taken into 
account is the market for the retail supply of fixed internet access services excluding 
mobile internet access services.  
4.3.1.3.  The results of the market investigation and the Commission’s assessment  
(42) In line with the Notifying Party’s submission and the results of the market 
investigation37, the Commission considers  that it would be appropriate to consider an 
overall retail market for the supply of fixed internet access services, including al l 
product types, distribution modes and speeds/bandwidths, to residential and small 
business  customers , but excluding the supply of fixed internet services provided 
through mobile network infrastructure .  
                                                 
32  Commi ssion decision of 29 January 2010 in case M.5730 – Telefónica/Hansenet Telekommunikation , paragraph 
7. 
33  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital s 55 and 
56..  
34  Commission decision of 6 March 2020 in case M.9674 – Vodafone Italia/TIM/Inwit JV , paragraph 110 ; 
Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets, recitals  53 50 
to 56; Commission decision of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria , paragraphs 39, 41; 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraphs 165 seq.  
35  In Commission decision of 18 July 2019 in ca se M.8864 – Vodafone/Certain Liberty Global Assets, recitals  50 to 
56, the Commission notably came to such conclusion for Romania; Commission decision of 30 May 2018 in case 
M.7000 – Liberty Global/Ziggo , paragraphs 165 seq.; In Commission decision of 9 Jul y 2018 in case M.8808 – 
T-Mobile Austria/UPC Austria , paragraphs 39, 41, the Commission left the exact product market open definition 
in that regard; Commission decision of 26 June 2009 in case M.5532 – Carphone Warehouse/Tiscali UK , 
paragraphs 21 to 27.  
36  Commission decision of 2 July 2014 in case M.7018 – Telefonica Deutschland/E -Plus, recitals 51 -55. 
37  Replies to Questionnaire Q1 to competitors, question 11.  
 
 
10 (43) With regard to fixed internet access services provided through mobile network 
infrastructure, the respondents to the market investigation confirmed  that fixed 
broadband Internet access services are not substitutable with mobile broadband 
access services , because “capacit ies available on fixed broadband, pricing models 
and customer usage patterns are different than in the case of mobile broadband ”.38   
(44) With respect to a possible distinction by customer type , the respondents to the 
market investigation confirmed that fixed i nternet access services provided to 
residential  and small business customers  on the one hand, and  large business and 
government customers  on the other hand belong to separate markets. In particular,  
the majority of competitors indicate that large business and government customers 
need a dedicated infrastructure and customised solutions vis -à-vis the more 
standardized and homogeneous requirements of residential and small business 
customers.39 The Commission further notes that, also f rom a supply side perspect ive, 
there is no perfect substitution between the services provided to the two categories. 
In fact,  while, according to  a majority of market participants , switching from the 
supply to residential and small business customers to large business and government 
customers would be possible within a short timeframe and at minimal costs ,40 a 
majority of  market participants  indicated that the reverse ( i.e. switching from the 
supply to large business and government customers to residential and small business  
customers ) could involve significant investments into network infrastructure and 
technology to offer the necessary coverage .41  
(45) The Commission, therefore, concludes that services provided to residential and small 
business customers, on the one hand, and to  large business and government 
customers belong to separate product markets.  
(46) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant product market is the market for the retail supply of fixed 
internet access se rvices , including all product types, distribution modes , and 
speeds/bandwidth, to residential and small business customers , excluding fixed 
internet access services provided through mobile network infrastructure .  
4.3.2.  Geographic market definition  
(47) In previous d ecisions, the Commission has found the market for the retail supply of 
fixed internet access services to be national in scope,42 including for Romania.43 
(48) The Notifying Party considers that the relevant geographic market for the retail 
supply  of fixed interne t access services corresponds to the territory of Romania.  
                                                 
38  Replies to Questionnaire Q1 to competitors, questions 11 -12.1.  
39  Replies to Questionnaire Q1 to competitors, questions 13 and 13.1.  
40  Replies to Questionnaire Q1 to competitors, question 14  and 14.1 . 
41  Replies to Questionnaire Q1 to competitors, question 15  and 15.1 .  
42  Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 40; 
Commission decision of 29 September 2019 in case M.6990 – Vodafone/Kabel Deutschland , paragraph 197; 
Commission decision of 26 June 2009 in case M.5532 – Carphone Warehouse/Tiscali UK , paragraph 47; 
Commission decision of 29 January 2010 in case M.5370 – Telefónica/Hansenet Telekommunikation , paragraph 
28. 
43  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets, recital 61; 
Commission decision of 14 April 2014 in case M.7109 – Deutsche Te lekom/GTS , paragraph 57 in conjunction 
with 350.  
 
 
11 (49) A majority of respondents to t he market investigation indicated that the geographic 
scope of the market for the retail supply of fixed internet access services in the 
present case would be  the terr itory of Romania.44 
(50) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the retail supply of fixed internet access 
services is the territory of Romania.  
4.4. Retail supply of audio -visual se rvices  
4.4.1.  Product market definition  
4.4.1.1.  Commission precedents  
(51) In previous cases, the Commission has identified a relevant product market for the  
retail supply of audio -visual  (“AV”) services , which includes suppliers of linear and 
non-linear AV services and AV content to end customers.  The Commission 
considered a number of possible segmentations (i) between  Free-to-Air (“FTA) and 
Pay AV services ; (ii) within Pay AV services, between linear and non -linear services 
(Pay-Per-View (“PPV”), Video -on-Demand (“VOD”));  (iii) between  distribution 
technologies (cable, satellite, terrestrial television and Internet Protocol Television 
(“IPTV”)); and (iv) premium and basic pay AV services, but ultimately left the exact 
product market definition open.45 
4.4.1.2.  The Notifying Party’s view 
(52) The Notifying Party considers that the relevant product market is the market for the 
retail supply of TV services. Furthermore, the Notifying Party notes that the possible 
segmentation between FTA TV and Pay TV can be left open as i) neither of the 
Parties is active in FTA TV in Romania and ii) due to a strong prevalence of Pay TV 
subscriptions  while FTA TV is practically inexistent  in Romania .  
(53) The Notifying Party also considers that the market for Pay TV services should not be 
segmented based on the distribution technologies because (i) satellite is not relevant 
anymore in Romania; (ii) IPTV is marginal; and (iii) technology conversion46 is 
widely used and does not affect the substitutability of different distribution 
technologies.   
                                                 
44  Replies to Questionnaire Q1 to competitors, question 16.  
45  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets, recitals 76 to 
83; Commission decision of 30 May 2 018 in case M.7000 – Liberty Global/Ziggo , paragraphs 70 to 79; 
Commission decision of 6 February 2018 in case M.8665 – Discovery/Scripps,  paragraphs 31 to 33; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraphs 97 to 102; Commission d ecision of 3 August 
2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraphs 55 to 62; Commission decision of 24 
February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recitals 117 to 127; In 
Commission decision of 25 June 200 8 in case M.5121 – News Corp/Premiere , paragraphs 21 to 22, the 
Commission only distinguished between FTA TV on the one hand and Pay TV on the other; Commission 
decision as of 18 July 2007 in case M.4504 – SFR/Télé 2 France , recitals 37 to 44.  
46  In the Pa rties’ Reply of 15 March 2021 to RFI 1, question 25:  the Notifying Party  specified that  conversion from 
fibre to cable TV relates to the conversion of the fibre signal in customers’ homes to facilitate the connection to 
customers’ devices. Such conversion is done via CPE boxes which output e.g. cable, Wi -Fi or Ethernet 
connections and are connected to customers’ TVs and other devices.  
 
 
12 4.4.1.3.  The results of the market investigation and the Commission’s assessment  
(54) A majority of respondents to t he market investigation indicate d that Pay AV services 
and FTA services  would not  fall into separate product markets . In particular, Pay AV 
channels and FTA channels appear to be included in the same monthly subscription. 
In a recent decision of the Romanian Competition Council (“RCC ”), the RCC 
defined  a single, albeit differentiated, market for the provision of audio -visual 
services ( i.e. FTA AV, basic Pay AV, premium Pay AV) to end users  was defined .47 
Therefore, the Commission considers that the retail market for the provision of AV 
services  in Romania does not need to be further segmented between  FTA and Pay 
AV services , or between basic Pay AV and premium Pay AV services.  
(55) With respect to the possible distinction between  linear and non -linear services, a 
majority of respondents to the market  investigation indicated that such services  
would  fall into separate relevant product markets. In particular, one respondent noted 
that such services would  usually be sold separately.48 Therefore, the Commission 
considers that there is an indication that linear and non -linear AV services might 
belong to separate markets in Romania.  
(56) With respect to distribution technologies, from a demand -side perspective, the 
results of the market investigation indicated that there is substitutability for end -
customers between all technical forms of AV distribution .49 The Commission also 
notes that this is also in line with the precedents of the RCC, which defined a market 
for retail TV services including both  cable and satellite services (which are the main 
distribution technologies in Romania).50 The Commission therefore considers that 
the retail market for the provision of AV services  includes all types of d istribution 
technology.  
(57) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant service market is the market for the retail s upply of AV 
services encompassing all distribution technologies . The question whether the 
market should be segmented (i) between FTA and Pay AV services; (ii) basic and 
premium Pay AV services; and (iii) linear and non -linear services can be left open as 
the Transaction does not raise serious doubts as to its compatib ility with the internal 
market under any plausible  product market definition.  
4.4.2.  Geographic market definition  
(58) In previous decisions, the Commission concluded that the market for the retail 
supply of audio -visual services is national  in scope or at most corresponds to 
linguistically homogenous areas .51 In a case specifically involving Romania, the 
                                                 
47  Replies to Questionnaire Q1 to competitors, questions 17 and 17.1  
48  Replies to Questionnaire Q1 to competito rs, questio ns 18 and 18.1  
49  Replies to Questionnaire Q1 to competitors, questions 19 and 19.1.  
50   Decision 38/2020 of the RCC, paragraph 106.  
51  Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 89; Commission 
decision of 24 Februa ry 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital 139; In 
Commission decision of 15 April 2013 in case M.6880 – Liberty Global/Virgin Media , paragraphs 51 to 54, the 
Commission found a respective geographic market to be national in scope or, at most, to comprise the United 
Kingdom and Ireland; Commission decision of 21 December 2011 in case M.6369 – HBO/Ziggo/HBO 
Nederland , paragraph 42; Comm ission decision of 21 December 2010 in case M.5932 – NewsCorp/BSkyB , 
paragraph 110; In Commission decision of 25 January 2010 in case M.5734 – Liberty Global 
Europe/Unitymedia , paragraph 40, the Commission found the market for the retail supply of Pay TV s ervices to 
 
 
 
13 Commission  concluded t hat such market is national in s cope.52 The Commission has 
further considered the coverage of a service provider’s (cable) network as the 
geographical scope but ultimately left the exact geographic market definition open  in 
such cases .53  
(59) The Notifying Party  considers that the relevant geographic market for the retail 
supply  of audio visual  services corresponds to the territory of Romania.  
(60) A majority of respondents to t he market investigation indicated that the geographic 
scope of the market for the retail supply of audio -visual services in the present ca se 
is the territory of Romania.54  
(61) In light of the above, the Commission considers that, fo r the purpose of this 
Decision, the relevant geographic market for the retail supply of audio -visual 
services is the territory of Romania.  
4.5. Retail supply of multiple play services  
4.5.1.  Product market definition  
(62) The term "multiple play" relates to product  offeri ngs comprising two or more of the 
following services provided to retail consumers on the basis of a single or multiple 
contracts by the same provider: mobile telecommunications services, fixed telephony 
services, fixed internet access and audio -visual serv ices. Multiple play offers 
comprising two, three or four of these services are referred to as dual play ("2P"), 
triple play ("3P") and quadruple play ("4P") respectively.55  
(63) Three of the four services , namely fixed telephony services, fixed internet access  and 
AV services , are fixed services as they are provided over a fixed network such as 
cable, copper or fibre infrastructure. Multiple play offers comprising any 
combination of two or more of these fixed services without a mobile component are 
referred to a s "fixed multiple play" products. Multiple play offers comprising one or 
more of these fixed services in combination with a mobile component are referred to 
as "fixed -mobile multiple play" or "fixed -mobile convergence" ("FMC") products. 
FMC products may in volve a single mobile subscription or more than one mobile 
subscription combined with the fixed services.56 
                                                                                                                                                      
be national in scope; In Commission decision of 25 June 2008 in case M.5121 – News Corp/Premiere , paragraph 
27, the Commission found the respective markets for the retail supply of Pay TV to be national in scope; In 
Commission decision of 26 Feb ruary 2007 in case M.4521 – LGI/Telenet , paragraph 25, the Commission 
considered the respective market for the retail supply of audio -visual services to be either limited to the coverage 
of each cable operator and national in case other platforms are inclu ded but ultimately left the exact geographic 
market definition open.  
52  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 88.  
53  Commission decision of 26 February 2007 in case M.4521 – LGI/Telenet , paragr aph 25; Commission decision of 
15 June 2004 in case M.3355 – Apollo/JPMorgan/Primacom , paragraph 10.  
54  Replies to Questionnaire Q1 to competitors, question 22.  
55  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 146.  
56  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 147.  
 
 
14 4.5.1.1.  Commission precedents  
(64) In previous decisions, the Commission considered but ultimately left open if there 
exist one or more multiple play markets whic h are distinct from each of the 
underlying individual telecommunications services.57 It also noted that, due to 
different services, delivered over different infrastructures (fixed for 2P and 3P or 
fixed and mobile for 4P), that are included in the different  multiple play bundles, 
instead of one possible market for multiple play, there could be several candidate 
multiple play markets: a market for fixed bundles (dual play and triple play) and 
another separate market for FMC bundles. The possibility for severa l mobile 
subscriptions to be included in a quadruple play bundle further complicates the 
picture.58 
4.5.1.2.  The Notifying Party’s view  
(65) The Notifying Party considers that there is no separate retail market for multiple -
play services in Romania notably because these services are mostly sold as “soft -
bundles” where only a discount is offered to consumers when they subscribe to 
multiple eligible services and therefore where customers are entirely free to 
discontinue part of the bundle but might lose the discount .  
4.5.1.3.  The results of the market investigation and the Commission’s assessment  
(66) Overall, the results of the market investigation were mixed with respect to the 
existence of a distinct product market for the retail supply of multiple -play 
services .59  
(67) With respect to de mand side substitutability,  respondents underlined the existence of  
one-stop-shop advantages due to the bundling of services.60 Regarding contractual 
conditions , a majority of market participants indicated that multiple -play services in 
Romania are mo re oft en sold as  a combination of standalone fixed and mobile offers 
from the same provider with various types of benefits attached ( “soft bundles ”), 
rather  than as multiple play  offers containing pre -defined fixed and mobile benefits 
(“hard bundles ”).61 Accordin gly, barriers to switching from a multiple -play services 
package to standalone services appear, on balance, not to be  significant , but rat her 
limited to losing certain discounts or the advantage of interacting with one provider 
instead of multiple ones . 62 
(68) With respect to supply side substitutability,  the majority of respondents to the market 
investigation indicated that there would or could be cost savings associated with 
supplying multiple -play services relative to standalone services , e.g. due to 
infrastr ucture advantages , as well as cost savings linked to  marketing, service, billing 
                                                 
57  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 152 to  
161; Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 
108; Commission decision of 4 February 2016 in case M.7637 – Liberty Global/BASE Belgium , recitals 74 to 98; 
Commission decision of 19 May 2015 in case M.7421 – Orange/Jazztel , recitals 72 to 86; Commission decision 
of 24 February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recitals 130 to 132.  
58  Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 107.  
59  Replies to Questionnair e Q1 to competitors, questions 23 to 26.  
60  Replies to Questionnaire Q1 to competitors, questions 23 and 23.1.  
61  Replies to Questionnaire Q1 to competitors, question 24.2.  
62  Replies to Questionnaire Q1 to competitors , questions 24 and 24.1.  
 
 
15 and payment collection  activities . Furthermore, respondents to the market 
investigation indicated the ability to make more competitive offers in the first place 
as advantages,  which  would or could  reduce churn rates of multiple -play services 
packages.63 
(69) Based on the results of the market investigation, the Commission considers that , due 
to the fact that different combinations of fixed and mobile telecommunications 
services are m ainly sold as soft bundles in Romania, allowing customers to choose 
different suppliers for certain parts of the bundle, it appears that suppliers of 
standalone services are still exerting significant competitive pressure on suppliers of 
bundles. Moreover,  given that there are no standard offers containing pre -defined 
fixed and mobile benefits , it is difficult to identify which bundles would belong to a 
separate market or segment.  
(70) Therefore, the Commission will assess the effects of the Transaction as regar ds any 
possible multiple play bundles, as well as each of the standalone markets.  
(71) In light of the above, the Commission considers that the question whether there a 
separate product market (s) for the retail supply of multiple -play-services exists and 
whethe r there are separate markets for fixed bundles and FMC bundles can be left 
open as the Transaction does not raise serious doubts as to its compatibility with the 
internal market under any possible product market definition.  
4.5.2.  Geographic market definition  
(72) In previous decisions, the Commission considered that the geographic scope of any 
possible retail market  for multiple -play services would be (either regional or) at most 
national in scope.64 With respect to Romania, the Commission concluded 
specifically that this market  is national in scope .65  
(73) The Notifying Party considers that the relevant geographic segment for the retail 
supply  of multiple -play services corresponds to the territory of Roman ia. 
(74) A majority of the respondents to t he market investigation indicated that the 
geographic scope of the market for the retail supply of multiple -play services in the 
present case is the territory of Romania.66 
(75) In light of the above, the Commission consider s that, for the purpose of this 
Decision, the relevant geographic market for the retail supply of multiple play 
services is the territory of Romania.  
                                                 
63  Replies to Questionnaire Q1 to competitors , questions 25 and 25.1.  
64  In Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 232, Commission 
decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraphs 109 to 112 and 
Commission decision of 19 May 2015 in Case M.7421 – Orange/Jazztel , recitals 89 to 90, the respective market 
investigation suggested such possible markets would be national in scope; In Commission decision of 24 
February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital 132, the Commission 
found the geographic market to be the footprint of the operator in question; In Commission decision of 20 
September 2013 in Case M.6990 - Vodafone/Kabel Deutschland , paragraphs 263 to 265, the Commission 
considered such possible markets for bundles would be national in scope; In Commission decision of 16 June 
2011 in Case M.5900 - LGI/KBW , paragraphs 183 -186, the Commission considered such p ossible markets to be 
at most national in scope.  
65  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 165.  
66  Replies to Questionnaire Q1 to competitors, question 26.  
 
 
16 4.6. Retail supply of  business connectivity services  
4.6.1.  Product market definition  
4.6.1.1.  Commission precedents  
(76) The retai l market for the supply of  business connectivity services includes fixed 
telecommunications services purchased by large businesses, enterprises and public 
sector customers in order to provide data connectivity between multiple sites.  
(77) In previous decisions , the Commission considered potential subdivisions into (i) 
broadband access for large business customers67; (ii) leased lines68; and (iii) virtual 
private networks (“VPN”) services69, but ultimately left the question open.70 The 
Commission also distinguished between two separate markets for connectivity 
services. Firstly, connectivity s ervices offered to residential  and small business 
customers , which are  part of the retail market for fixed internet access services; and 
secondly, connectivity  services to large  business customers, which are part of the 
retail market for business  connectivity services. This is because of the peculiar 
requirements and purchase  processes of larger business customers.71 
4.6.1.2.  The Notifying Party’s view  
(78) The Notifying Party considers that th e relevant product market is the market for the 
supply of retail business connectivity services. The Notifying Party emphasises that 
business connectivity clients often purchase custom -made solutions that include 
several elements, and that leased lines ten d to be replaced by VPN and broadband 
access services.  
4.6.1.3.  The results of the market investigation and the Commission’s assessment  
(79) The results of the market investigation confirm that there is no need to distinguish 
between  residential  and small business custo mers, and that these customers should 
not be included in the market for business connectivity services  along with 
                                                 
67  Retail broadband access to business customers with significant needs which requir e higher performance in terms 
of security, bandwidth and functionality. 
68   Leased lines are part -circuits that allow communication providers to connect their own networks to end user sites 
for the supp ly of business connectivity. 
69   An encryption technology enabling to secure shared access as if it were a dedicated one.  
70  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , paragraphs 169 
to 171 ; Commission deci sion of 9 July 2018 in case M.8808 – T-Mobile A ustria/UPC Austria, paragraphs 66 to 
68; Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraphs 124 
to 127; Commission decision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless, paragraph 9;  
Commission decision of 29 January 2010 in case M.5370 – Telefónica/Hansenet Telekommunikation , paragraphs 
11 to 12.  
71  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , para graphs 169 
to 171.  Commission decision of 3 August 2016 in case M.7988 – Vodafone/Liberty Global/Dutch JV , paragraph 
126, the market investigation confirmed that the requirements and purchase processes o f larger business 
customers for business connectivity  are different than those of residential and small business customers ; 
Commission decision of 29 June 2009 in case M.5532 – Carphone Warehouse/Tiscali UK , paragraph 27 ; 
Commission decision of 28 November 2006 in case M.4417 – Telecom Italia/AOL German Acce ss Business, 
paragraphs 19  to  24;  
 
 
17 connectivity services to larger business customers , notably  due to different customer 
requirements.72 
(80) With respect to a potential segmentation into broadband access ; leased lines ; and 
VPN services, a majority of respondents to the market investigation confirmed that 
such segmentation would be appropriate.  While a number of  respondent s noted that 
such services should be treated individually  due to  different technical 
characteristics73, others nevertheless  indicated that business customers could  and 
would  easily switch between such services and that it is common for business 
customers to purchase a mix of (some of those) services.74  
(81) In light of the a bove, the Commission considers that, for the purpose of this 
Decision, the relevant product market is the market for the retail supply of business 
connectivity services to large business es and public sector customers, excluding the 
supply of such services to residential  and small business customers . The question 
whether such product market should be further segmented into (i) broadband access 
for large business customers, (ii) leased lines, and (iii) VPN services can be left 
open, as the Transaction does no t raise competition concerns under any possible 
product market definition . 
4.6.2.  Geographic market definition  
(82) In previous decisions, the Commission found the market for the retail supply of 
business connectivity services to be national in scope ,75 including for Romania .76  
(83) The Notifying Party agrees with the Commission and considers that the relevant 
geographic market for the retail supply  of business connectivity services corresponds 
to the territory of Romania.  
(84) A majority of respondents to the  market investigati on indicated that the geographic 
scope of the market for the retail supply  of business connectivity services in the 
present case is the territory of Romania.77 
(85) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relev ant geographic market for the retail supply of business 
connectivity services is the territory of Romania.  
                                                 
72  Replies to Questionnaire Q1 to competitors, questions 27 and 27.1, Questionnaire Q2 to business customers, 
questions 3 and 3.1.  
73  Replies to Questionnaire Q1 to competitors, question 28.1, Questionnaire Q2 to business customers, questio n 4.1.  
74  Replies to Questionnaire Q1 to competitors, questions 28 and 28.1.  
75  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 176 ; 
Commission decision of 14 April 2014 in cas e M.7109 – Deutsche Telekom/GTS,  paragraph 33; Commission 
decision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraph 10; Commission decision of 29 
January 2010 in case M.5730 –  Telefónica/Hansenet Telekommunikation , paragraph 28 .. 
76  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 176 ; 
Commission decision of 14 Apri l 2014 in case M.7109 – Deutsche Telekom/GTS,  paragraph 33 ..  
77  Replies to Questionnaire Q1 to competitors, question 29, Questionnaire Q2 to business customers, question 5.  
 
 
18 4.7. Wholesale supply of leased lines  
4.7.1.  Product market definition  
(86) Wholesale leased lines are part -circuits that allow telecommunications providers to 
connect their own networks to end user sites for the supply of business connectivity 
services. In addition, wholesale leased lines are an input for the provision of fixed 
and mobile telecommunications services .78  
(87) In particular, b ackhaul services are the co nnections between the antennae in a mast 
and the switches in the core network and are used to ensure the proper functioning of 
a mobile network. Backhaul networks can be comprised of wireless backhaul (i.e. 
microwaves) or fixed backhaul. MNOs have typicall y operated their own microwave 
backhaul while fixed backhaul has been provided by fixed network operators. Fixed 
backhaul services are provided on either (i) fibre optic cables or (ii) copper cables. 
However, wireless backhaul can be used in areas where fi xed backhaul is not 
available.79 
4.7.1.1.  Commission precedents  
(88) In previous decisions, the Commission considered possible segmentations of the 
market for the wholesale supply of leased lines according to (i) network layer ( trunk 
vs. terminating (i.e., backhaul ) segments of leased lines ); (ii) speed ( terminating 
leased lines with bandwidth below  2 Mbps  vs. above 2  Mbps ); (iii) passive or active 
nature of the line (the distinction corresponding to dark fibre on the one hand and 
managed leased lines and Ethernet ser vices with guaranteed bandwidth on the other) ; 
(iv) leased lines with traditional interfaces vs. Ethernet services with guaranteed 
bandwid th; and (v) transmission means (wireless, fiber, copper lines) , but ultimately 
left open the exact product market defi nition .80 The Commission has further 
considered a potential segment for fixed backhaul services.81  
4.7.1.2.  The Notifying Party’s view  
(89) The Notifying Party considers that the exact product market definition for the 
wholesale supply of leased lines can be left open.  With respect to wholesale fixed 
backhaul services, the Notifying Party argues that such service do not fall into a 
separate product market.  
4.7.1.3.  The results of the market investigation and the Commission’s assessment  
(90) With respect to a segmentation by transmissi on means  (i.e. wireless, fibre and copper 
lines) , the results of the market investigation were mixed . Several respondents 
submitted that while there are certain differences between technologies for layer 1, 
                                                 
78  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 196.  
79  Commission decision of 6 March 202 0 in case M.9674 – Vodafone Italia/TIM/Inwit JV , paragraph 123.  
80  Commission decision of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria, paragraphs 85 to 90; 
Commission decision of 4 February 2016 in case M.7637, Liberty Global/BASE Belgium , recitals 144 to 146; 
Commission decision of 20 April 2014 in case M.7499 – Altice/PT Portugal, paragraphs 69 to 74; Commission 
decision of 14 April 2014 in case M.7109 – Deutsche Telekom/GTS, paragraphs 64 to 70; Commission decision 
of 3 July 2012 in case M. 6584 – Vodafone/Cable & Wireless , paragraphs 28 to 30.  
81  Commission decision of 31 August 2018 in case M.9041 – Hutchison/Wind Tre , paragraphs 46 to 49; 
Commission decision of 1 September 2016 in case M.7758 – Hutchison 3G Italy/Wind/JV , recitals. 208 to 209.  
 
 
19 specifically in relation to bandwidth/speed, all technologies ultimately serve the 
same purpose of providing wholesale leased lines as a means to connect different 
parts of the network of a telecommunications operator. For layer 2, there is basically 
no differentiation between technologies as services ar e provided packet -based, i.e. a 
certain bandwidth/speed is agreed. 82 
(91) With respect to a segmentation by network layer (trunk segments and termi nating 
segments), a majority of market participants that responded to the market 
investigation indicated that such  segmentation would not be  relevant. In particular, 
one respondent noted that , once leased lines are installed, there is no differentiation 
between the capacity used for trunk segments and that allocated to  terminating 
segments.83 
(92) With respect to a segmenta tion based on bandwidth/speed , above and below 2Mbps, 
a majority of market participants that responded to the market investigation indicated  
that such segmentation would  not be meaningful . In particular, respondents noted 
that a speed of 2 Mbps would be  too slow for today’s requirements .84  
(93) With respect to a segmentation between active and passive infrastructure, a majority 
of market participants that responded to the market investigation indicated that such 
segmentation would  not be meaningful .85 
(94) Based on th e above, the Commission considers that the product market wholesale 
leased lines in Romania does not need to be segmented based on transmission 
means, bandwidth/speed or between active and passive infrastructure.  
(95) With respect to a separate segment for fixe d backhaul services (i.e., within a larger 
overall market of wholesale leased lines), the results of the market investigation were 
mixed.  While  certain respondent s noted that fixed backhaul services and leased lines 
would represent different services, others  indicated that fixed backhaul would be 
only one way to use wholesale leased lines among others with similar requirements 
for speed and bandwidth.86 The Commission therefore considers that the market 
investigation provided no clear indication that fix ed backhaul services should belong 
to a product market separate from the product market for wholesale leased lines.  
(96) In light of the above, the Commission considers that, for the purpose of this 
Decision, the exact product market definition of the wholesale  market for the supply 
of leased lines and the question whether it includes wholesale fixed backhaul 
services can be left open as the Transaction does not raise serious doubts as to its 
compatibility with the internal market under any  possible product mark et definition.  
                                                 
82  Replies to Questionnaire Q1 to competitors, question s 30 and 30 .1. 
83  Replies to Questionnaire Q1 to competitors, questions 31 and 31.1.  
84  Replies to Questionnaire Q1 to competitors, questions 32 and 32.1.  
85  Replies to Questi onnaire Q1 to competitors, questions 33 and 33.1.  
86  Replies to Questionnaire Q1 to competitors, questions 34 and 34.1.  
 
 
20 4.7.2.  Geographic market definition  
(97) In previous decisions, the Commission found that the relevant geographic market for 
the wholesale supply  of leased lines (and possible sub -segments)  is national in 
scope,87 including for Romania.88 
(98) The Notifying Pa rty considers that the relevant geographic market for the wholesale 
supply  of leased lines corresponds to the territory of Romania.  
(99) A majority of respondents to the market investigation indicated that – in line with the 
Commission ’s findings in the case Vodafone/Certain Liberty Global Assets89 – the 
market for the wholesale supply  of leased lines in the present case is the territory of 
Romania.90 
(100)  In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the wholesale supply of leased lines is 
the territory of Romania.  
4.8. Wholesale supply and acquisition of TV channels  
4.8.1.  Product market def inition  
(101)  In the wholesale market for TV channels, TV broadcasters supply linear channels 
that retail TV providers either purchase or carry in order to provide audio -visual 
services to end -users. In particular, TV broadcasters package the TV content that 
they have acquired or produced in -house in order to create linear TV channels. 
Subsequently, retailers of TV services incorporate those TV channels in their TV 
offerings to final viewers.91 
4.8.1.1.  Commission precedents  
(102)  In previous decisions, the Commission identified  a market  for the wholesale supply 
and acquisition  of TV channels.92 Within that market,  the Commission has identified 
separate product marke ts for: (i) FTA  TV chan nels; and (ii) Pay TV channels93 and 
more recently  left the exact product market definition op en.94  
                                                 
87  Commission decision of 4 February 2016 in case M.7637 – Liberty Global/BASE Belgium , recital 150; 
Commission decision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraph 31.  
88  Commission d ecision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 203; 
Commission decision of 14 April 2014 in case M.7109 – Deutsche Telecom/GTS , paragraph 74.  
89  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets . 
90  Replies to Questionnaire Q1 to competitors, question  35. 
91  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 267.  
92  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 269 to 
276; Commission decision of 30  May 2018 in case M.7000 – Liberty Global/Ziggo , paragraphs 99 to 115; 
Commission decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraphs 76 to 85; Commission decision of 
20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland , paragraphs 30 to  41. 
93  Commission decision of 24 February 2015 in case M.7194 - Liberty Global/Corelio/W&W/De Vijver Media , 
recital 101; Commission decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland , 
paragraph 41.  
94  Commission decision of 6 Octobe r 2020 – PPF Group/Central European Media Enterprises , paragraph 39; 
Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 273; In 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , para graph 111, the Commission 
left open the question as to whether FTA and Pay TV belong to separate markets, because of peculiarities of the 
Dutch TV market; In Commission decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraph 85, the 
 
 
 
21 (103)  In addition, the Commission found that  within the Pay TV channels market, there are 
different segments95 or, more recently,  product markets96 for (i) premium Pay TV 
channels  and (ii) basic Pay TV channels . In certain cases, t he Commission has 
considere d FTA channels to be part of the market for basic Pay TV channels .97  
(104)  Further, the Commission also examined a number of other potential segmentations, 
including: (i) by genre or thematic content (such as films, sports, news, youth, and 
others);98 (ii) betwee n linear and non -linear;99 and (iii) between the different means 
of infrastructure used to deliver channels to the viewer (cable, satellite, terrest rial or 
IPTV)100 but ultimately left the exact market definition open.  
4.8.1.2.  The Notifying Party’s view  
(105)  The Notifyin g Party considers that the relevant product market to be taken into 
account is the market for wholesale supply and acquisition of TV channels 
irrespective of the different types of infrastructures, notably because satellite is not 
relevant anymore in Roman ia, IPTV is marginal, and technology conversion  (e.g. the 
conversion  of fibre into cable or IPTV  signal to facilitate the connection to 
customers’ devices ) is widely used as it is required in all homes where TV services 
are based on fib re, cable or xDSL infrastructures.  The Notifying Party explains that 
this conversion does not affect the substitutability of different distribution 
technologies as it does not materially differ across input infrastructure ( e.g. between 
fibre, cable or xDSL). For instance, D igi converts fibre to cable TV and TKR 
converts fibre to cable TV or to IPTV (depending on the customer requirements).101 
                                                                                                                                                      
Commission left op en the question whether the market for the wholesale supply of TV channels should be further 
segmented among FTA, basic Pay TV and premium Pay TV. In Commission decision of 18 August 2014 in case 
M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital  91, the Commission considered that wholesale 
supply of premium Pay TV constitutes a product market that is separate from the wholesale supply of basic Pay  
TV/FTA channels.  
95  Commission decision of 18 August 2014 in case M.7194 – Liberty Global/Corelio/W& W/De Vijver Media , 
recital 89.  
96  Commission decision of 12 November 2019 in case M.9064 - Telia Company/Bonnier Broadcasting Holding , 
recital 157; Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 113.  
97  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 273; 
Commission decision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 111; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraph 80, 81 and 85; Commission decision of 18 August 
2014 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recitals 90 and 91.  
98  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 273; 
Commission de cision of 30 May 2018 in case M.7000 – Liberty Global/Ziggo , paragraph 112; Commission 
decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraphs 82 to 85; Commission decision of 24 February 
2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Med ia, recital 92; Commission decision of 21 
December 2010 in case M.5932 – News Corp/BskyB , paragraph 81; Commission decision of 26 August 2008 in 
case M.5121 – News Corp/Premiere , paragraph 35; Commission decision of 18 July 2007 in case M.4504 – 
SFR/Télé 2  France , recitals 41 and 42; Commission decision of 2 April 2003 in case M.2876 – 
Newscorp/Telepiù , recitals 74 to 76.  
99  Commission decision of 18 August 2014 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , 
recital 94.  
100  In Commission decis ion of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 273, 
the Commission left such question open for Romania and discussed it further for Germany in section VIII.2.11; 
In Commission decision of 30 May 2018 in case M.7000, Liberty Global/Ziggo , paragraph 114, the Commission 
considered that at least cable, IPTV over DSL, fiber and possibly satellite (DTH) are part of the same product 
market; In Commission decision of 7 April 2017 in case M.8354 – Fox/Sky , paragraphs 84 and 85 C ommission 
decision  of 24 February 2015 in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media , recital 98 and 
Commission decision of 18 July 2007 in case M.4504 – SFR/Télé 2 France , recital 44, the Commission left a 
segmentation by infrastructure open . 
101   Form CO, paragraph 327.  
 
 
22 4.8.1.3.  The results of the market investigation and the Commission’s assessment  
(106)  Based on the replies  to the market investigation ,102 the Commissio n considers that 
the segmentation of the value chain for audio visual content in Romania into i) the 
(upstream) market for the licensing of audio visual content; ii) the (intermediate) 
market for the wholesale supply of TV channels; and iii) the (downstrea m) market 
for the retail supply of TV services is accurate.  
(107)  With regard to  the distinction between FTA TV channels and Pay TV channels, the 
majority of distributors and of suppliers of TV channels indicated that the distinction 
is relevant in Romania .103 In particular, a number of responses by suppliers of TV 
channels pointed to financial differences  between FTA TV and Pay TV  channels  
(i.e., in terms of investments needed , pricing models for end consumers).104 
(108)  However, a number of responses by TV channel suppl iers indicated that the 
development of new platforms and technologies might justify disregard ing a 
distinction between FTA TV channels and Pay TV  channels .105 Furthermore, a 
supplier of TV channels indicated that there is no significant difference , from a 
demand -side perspective , between FTA TV channels and Pay TV channels in 
Romania.  This is because FTA and Pay TV channels are packaged the same way and 
offer similar programming suited for similar target audiences.106 
(109)  With respect to a further segment ation between basic Pay TV channels and premium 
Pay TV channels , the results of the market investigation are inconclusive. While  a 
majority of respondents supported such further segmentation , several well 
substantiated responses submitted that the distinct ion is not relevant in Romania .107 
(110)  On the one hand , a number of market participants indicated that basic and premium 
Pay TV channels  had different wholesale prices  and that certain  premium Pay TV 
channels would be made available to end consumers for an addit ional fee. One 
response in particular suggested different target audiences and different levels of 
local content between basic and premium TV channels.  
(111)  On the other hand,  a supplier of TV channels indicated that more generalist channels 
attract the highes t audience shares and that high quality local content attract s 
audience share s at least on par with  major US films. In addition, local “basic” 
channels have a significantly high content -refresh rate. Moreover , according to this 
submission,  the hypothetical distinction between basic and premium would not be 
clear-cut, that both types of channels compete for the same audience and that 
“premium” content is also available via non-linear services. Finally, from a 
wholesale perspective, the total  fees paid by retail TV distributors for “premium” 
channels would be comparable or even lower than the total fee for basic packages.108 
                                                 
102  Replies to Questionnaire Q3 to suppliers of TV channels, question 3.  
103  Replies to Questionnaire Q1 to competitors, question 36, Questionnaire Q3 to suppliers of TV channels, question 
4.  
104  Replies to Questionnaire Q3 to suppliers of TV channels, question 4.1.  
105  Replies to Questionna ire Q3 to suppliers of TV channels, question 4.1.  
106  Reply to Questionnaire Q3 to suppliers of TV channels, question 4.1.  
107  Replies to Questionnaire Q1 to competitors, question 36.1, Questio nnaire Q3 to suppliers of TV channels, 
question 4.2.  
108  Reply to Questionnaire Q3 to suppliers of TV channels, question 4.2.1.  
 
 
23 (112)  Based on the above, the Commission considers that the wholesale market for the 
acquisition and supply of TV channels in Ro mania should be segmented between 
FTA channels and Pay TV channels,  as well as  between premium Pay TV and basic 
Pay TV channels.  
(113)  With respect to a distinction of separate markets based on genre or thematic content, 
the results of the market investigation w ere mixed. On the one hand, the market 
investigation indicated that certain types of content might be distinctive due to their 
particularly high cost and that the Romanian regulator would require operators to 
group TV channels by type of content offered. O n the other hand, while there are 
many specialised channels, “generalist” channels which cross -cut the discussed 
distinction  also exist . In addition, there might be partial, temporary competition, e.g., 
between a news channel and an entertainment channel, if the news channel offers a 
sports competition. Finally, the switching behaviour of viewers who are unhappy 
with the program they watch, would indicate high demand side substitutability for 
several switching scenarios.109 The Commission therefore considers that the 
distinction of separate markets based on genre or thematic content  remains relevant.   
(114)  Generally, w ith respect to a distinction of separate markets based on the 
infrastructure/platform used for the delivery to the viewer (cable, satellite, digital 
video broadcasting, IPTV), the results of the m arket investigation were 
inconclusive .110 
(115)  On the one hand, the market investigation indicated differences in terms of image 
quality and number of channels as well as the fact that the must -carry status of a 
channel does not apply to delivery via satellite infrastructure. Moreover, satellite is 
the prevalent infrastructure in rural areas , representing  27% of total Romanian 
households , while cable is prevalent in urban areas . Even in areas where both 
satellite and analogue cable infrastructure are available, the signal quality and 
number of channels via satellite infrastructure  would be better than via cable 
networks. The following  switching barriers  were indicated i) technical barriers due 
to satellite signal recep tion, ii) administrative barriers due to the need for permission 
by owners’ associations and/or local authorities, iii) aesthetic barriers due to the 
visibility of satellite reception equipment, and iv) legal barriers due to cancellation 
fees payable by cu stomers who would cancel their subscription before the minimum 
term of usually two years. Also, it was submitted that satellite TV offers are usually 
sold on a standalone basis , rather than part of a multiple -play bundles  (unlike other 
infrastructures) .111 
(116)  On the other hand,  a number of  respondents to the market investigation  indicated 
that major distributors provide TV signal through at least two types of 
infrastructures/platforms and that the variation in terms of quality is insignificant. 
Moreover , it was also suggested that customers , especially  in urban areas , have 
multiple types of infrastructures/platforms to choose from. In that context, even 
though customer choice could be limited in areas where only one ty pe of technology 
would be  available, the brea dth of types of infrastructures/platforms available to 
                                                 
109  Replies to Questionnaire Q1 to competitors, questions 37 and 37.1, Questionnaire Q3 to suppliers of TV 
channels, questions 5 and 5.1.  
110  Replies to Questionnaire Q1 to competitors, questions 38 and 38.1, Questionnaire Q3 to suppliers of TV 
channels, questions 6 and 6.1.  
111   Replies to Questionnaire Q3 to suppliers of TV channels, questions 6.1 and 7.  
 
 
24 customers increase s steadily at national level. Further, in terms of pricing, different 
types of infrastructures/platforms do not differ to a degree that would suggest the 
existence of separate markets .112 
(117)  Based on the above, the Commission considers that the wholesale market for the 
supply of TV channels should not be further segmented by type of infrastructure 
used for the delivery of the signal to the end -customer. This is because  several types 
of infr astructure are available to almost all end -customers and the barriers to 
switching mentioned under paragraph (116)  do not appear to be significant.  
(118)  With regard to the distinction between the wholesale supply and acquisition of TV 
channels for linear and non -linear distribution, the market investigation did not 
provide any elements indicating that the Commission should depart from its 
precedents.  
(119)  In light of the abov e, the Commission considers that, for the purpose of this 
Decision, the relevant product market for the wholesale supply and acquisition of TV 
channels encompasses all infrastructures/distribution technologies. The question 
whether the product market shoul d be further segmented i) between FTA TV 
channels and Pay TV channels; ii) between basic Pay TV channels and premium Pay 
TV channels; iii) by genre/thematic content;  and (iv) between linear and non -linear  
can be left open  as the Transaction does not raise serious doubts as to its 
compatibility with the internal market under any possible product market definition.   
4.8.2.  Geographic market definition  
(120)  In previous decisions, the Commission considered that the wholesale supply and 
acquisition of TV channels is either national in scope or comprises a broader (or 
narrower) linguistically homogeneous area,113 including  for Romania .114 
(121)  The Notifying Party considers that the relevant geographic market for the wholesale 
supply and acquisition of TV channels corresponds to the te rritory of Romania.  
(122)  A majority of responses by suppliers of TV channels indicated that they would 
license (most of) their TV channels on a national basis. In particular, a number of 
respondents noted that  content produced in -house could be distributed wor ldwide , 
while acquired content could only be distributed on a geographic/territorial basis, in 
compliance with the rights granted by the licensors. At the same time, another 
respondent noted that certain distributors with operations in several countries prefer 
EEA-wide or regional licenses.115  
                                                 
112  Replies to Questionnaire Q3 to suppli ers of TV channels, question 6.1  
113  Commission decision of 21 December 2010 in case M.5932 – News Corp/BSkyB , paragraphs 72 to 75 ; 
Commission decision of 2 April 2003 in case M.2876 – Newscorp/Telepiù , recitals 62 and 63 ..  
114  In Commission decision of 18 J uly 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 328, 
the Commission found that with regard to Germany and Romania, most respondents to the market investigation 
pointed to a national dimension of the contract for th e acquisition of  sports rights, while for film and other 
content the market would include a linguistic region (in particular German speaking countries).  
115  Replies to Questionnaire Q1 to competitors, questions 39 and 39.1, Questionnaire Q3 to suppliers of TV 
channels, que stions 8 and 8.1.  
 
 
25 (123)  In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the wholesale supply and acquisition of 
TV channels is the territory of Romania.  
4.9. Wholesale supply of  broadband access  
4.9.1.  Product market definition  
(124)  Wholesale broadband access includes different types of access to fixed connections 
that allow internet service providers to provide services to end consumers. It 
comprises physical access at a fixed location, such as LLU; non -physical or virtual 
network ac cess, such as bitstream access, at a fixed location; and resale of a fixed 
provider’s internet access services.  
(125)  In previous decisions, the Commission defined a separate market for wholesale 
broadband access. The Commission considered to further segment such market by  i) 
type of access (LLU, bitstream, resale of the incumbent’s offering); and ii) 
infrastructure (standalone access to DSL, standalone access to cable, access to cable 
for TV and internet together) but ultimately left the exact product market op en.116  
(126)  The Notifying  Party considers that the relevant product market to be taken into 
account is the market for wholesale broadband access.  
(127)  The results of the market investigation did not provide reasons to depart from the 
Commission’s previous approach.  
(128)  In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant product market is the market for the wholesale supply of 
broadband access. The question whether such market should be segmented by i) type 
of access or ii)  infrastructure can be left open as the Transaction does not raise 
serious doubts as to its compatibility with the internal market under any  possible 
product market definition.  
4.9.2.  Geographic market definition  
(129)  In previous decisions, the Commission found indica tions that the market for the 
wholesale supply of broadband access is national in scope , but ultimately left open 
the exact geographic market definition.117  
(130)  The Notifying Party  conside rs that this definition can be left open given that the 
Transaction will not give rise to any competition concern.  
(131)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
                                                 
116  Commission decision of 29 September 2019 in case M.6990 – Vodafone/Kabel Deutschland , paragraph 161 ; 
Commission decision of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria , paragraphs 74 to 
76;Commission decision of 26 June 2009 in case M.5532 – Carphone Warehouse/Tiscali UK , paragraphs 28 to 
34. 
117  Commission decision of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria , paragraphs 77 to 79; 
Commission decision of 29 June 2009 in case M .5532 – Carphone Warehouse/Tiscali UK , paragraphs 48 to 53.  
 
 
26 (132)  In light of the above, the Commission considers  that, for the purpose of this 
Decision, the exact geographic scope of the market for the wholesale supply of 
broadband access can be left open as the Transaction does not raise serious doubts as 
to its compatibility with the internal market under any  possible product market 
definition.  
4.10. Wholesale supply of call termination services on fixed networks  
4.10.1.  Product market definition  
(133)  Call termination is the service provided by a network operator on the supply side to 
other network operators on the demand side, whereby a call originating in a demand 
side operat or’s network is delivered to a user in the supply side operator’s network. 
This service is required by every originating operator, as it is necessary for its 
customers to be able to communicate with the customers located on  other networks. 
Call termination  is therefore a wholesale service that is resold or used as an input for 
the provision of downstream retail telephony and mobile services.118 
4.10.1.1.   Commission precedents  
(134)  In the past, t he Commission  has concluded that each individual network (both in 
mobile and in  fixed networks) constitutes a separate market for termination, as there 
is no substitute for call termination in each individual network as the intended 
recipient can only be reached by the operator transmitting the outbound call through  
the operator of t he network to which the recipient is connected.119 Each individual 
network constitutes a separate product market.   
(135)  Further, i n previous decisions, the Commission considered wholesale call 
termination services on fixed network to be a distinct market from the market for the 
wholesale supply of  international voice carrier services.120  
4.10.1.2.  The Notifying Party’s view  
(136)  The Notifying Party  considers that termination in each individual fixed network 
constitutes a separate product market.  
4.10.1.3.  The results of the market investigation and the Commission’s assessment  
(137)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
                                                 
118  Commission decision of 26 October 2020 in case M.9963 – Iliad/Play Communications , paragraphs 35 to 36.  
119  Commission decision of 26 October 2020 in case M.9963 – Iliad/Play Communications , par agraphs  42 to 44 ; 
Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 190 to 
193; Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraphs 
206 to 208; Commission de cision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraphs 47 to 
48; Commission decision of 3 July 2012 in case M.5650  – T-Mobile/Orange UK , paragraphs 36 and 37.  
120  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets, recitals 217 to 
219, Commission decision of 4 February 2016 in case M.7637 – Liberty Global/Base Belgium , recitals 131 to 
133; Commission decision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraph 26. In 
Commission decision of 14 April 2014 in case M.7109 – Deutsche Telekom/GTS , paragraphs 75 to77, the 
Commission considered that, in the specific circumstances of the case, the exact definition of the relevant market 
for the provision of wholesale dom estic call transit services of fixed networks could be left open, as the 
transaction did not give rise to competition concerns on the basis of any alternative plausible market definitions.  
 
 
27 (138)  In light of the above, the Commission considers  that, for the purpose of this 
Decision, the relevant product market is the market for whol esale supply of call 
termination services on fixed networks that is a distinct market from the market for 
the wholesale supply of call termination services on mobile networks.  
4.10.2.  Geographic market definition  
(139)  In previous decisions, the Commission considered t he geographic market for the 
wholesale supply call termination services in fixed networks to be national in 
scope ,121 including for Romania .122 
(140)  The Notifying Party considers that the relevant geographic market for the wholesale 
supply  of call termination services on fixed network corresponds to the territory of 
Romania.  
(141)  The results of the market investigation did not provide reasons to depart from the 
Commission’s previous approach.  
(142)  In light of the above, the Commission considers that , for the purpose of this 
Decision, the relevant geographic market for the supply of wholesale call 
termination services on fixed networks is the territory of Romania.  
4.11. Wholesale supply of termination and hosting of calls to non -geographic 
numbers  
4.11.1.  Product market definition  
(143)  Voice calls are not only made to geographic numbers but also to non -geographic 
numbers. A non -geographic number is a number associated with a country, but not 
to any single geographic location within that country. Non -geographic number 
services are less frequently used than standard services and are typically used for 
free and paid information services, for example, for helpdesks, subscription services, 
TV voting lines etc.   
(144)  When a caller initiates a call to a non -geographic number, the ca ll is automatically 
transferred from the originating operator to the terminating operator hosting the 
service provider that operates the service related to the non -geographic number, 
irrespective of the location.  
(145)  Unlike ordinary call termination services,  call origination and call termination 
regulation does not apply to these numbers. Therefore, different revenue sharing 
                                                 
121  Commission decision of 26 October 2020 in case M.996 3 – Iliad/Pl ay Communications , paragraphs 45 to 47; 
Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital  195; 
Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 210; 
Commiss ion decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland , paragraph 121; 
Commission decision of 4 February 2016 in case M.7637 – Liberty Global/Base Belgium , recitals 128; 
Commission decision of 3 July 2012 in case M.6584 – Vodafone/Ca ble & Wireless , paragraph 48; Commission 
decision of 3 July 2012 in case M.5650 – T-Mobile/Orange UK , paragraph 38.  
122  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 195 . 
 
 
28 agreements exist between the originating operator, the terminating operator, and the 
service provider.123 
4.11.1.1.  Commission precedents  
(146)  In previou s decisions , the Commission considered that there is  a product market for 
the wholesale supply of  termination and hosting of calls to non -geographic numbers 
without it being necessary to consider further possible segmentations.124  
4.11.1.2.  The Notifying Party’s view  
(147)  The Notifying Party considers that the relevant product market to be taken into 
account is the market for the wholesale supply  of termination and hosting of calls to 
non-geographic numbers.  
4.11.1.3.  The results of the market investigation and the Commission’s asse ssment  
(148)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(149)  In light of the above, the Commission considers  that, for the purpose of this 
Decision, the relevant product market is the market for the wholesale supply of 
termination and hosting of calls to non-geographic numbers that is distinct from 
other wholesale termination services.  
4.11.2.  Geographic market definition  
(150)  In previous decisions, the Commission considered that the geographic scope of the 
wholesale market for the supply of termination and hosting of calls to non -
geographic numbers is national .125  
(151)  The Notifying Party considers that the  relevant geographic market for the wholesale 
supply  of termination and hosting of calls to non -geographic numbers  corresponds to 
the territory of Romania.  
(152)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(153)  In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the wholesale supply of termination 
and hosting of calls to non -geographic numbers is the territory of Romania.  
                                                 
123  Commission decis ion of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital s 204 to 
206. 
124  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 209 to  
211; Commission decision of 4 February 2016 i n case M.7637 – Liberty Global/BASE Belgium, recitals 137 to 
139; Commission decision in case M.6584 – Vodafone/Cable & Wireless, paragraphs 14 to 18; In Commission 
decision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraphs 58 to 60, th e Commission 
considered that market shares could be defined differently depending on whether one considered one overall 
market across networks, or distinguishing each terminating network as a separate market.  
125  Commission decision of 18 July 2019 in case  M.8864 – Vodafone/Certain Liberty Global Assets , recital 213; 
Commission decision of 4 February 2016 in case M.7637 – Liberty Global/BASE Belgium , recital 142; 
Commission decision of 3 July 2012 in case M.6584 - Vodafone/Cable & Wireless , paragraph 18.  
 
 
29 4.12.  Wholesale supply  of domestic call transit services on fixed networks  
(154)  Domestic call transit on a fixed network is a wholesale service provided by a third 
party where there is no direct connection between originating communication 
providers and terminating communication provid ers.  
(155)  In previous decisions, the Commission found that the market for the wholesale 
supply  domestic transit services in fixed networks to be a separate product market, 
notably from the market for global telecommunications services .126  
(156)  The Notifying Party considers that the relevant product market to be taken into 
account is the market for the wholesale supply  of domestic call transit services on 
fixed networks. The Notifying Party notes that the market for the call transit services 
on fixed networks is shrinking and likely to disappear in the future.  
(157)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(158)  In light of the above, the Commission considers  that, for the purpose of  this 
Decision, the relevant product market is the market for the wholesale supply of 
domestic call transit services on fixed networks.  
4.12.1.  Geographic market definition  
(159)  The Commission found that the market for the wholesale supply of domestic transit 
services  in fixed networks is national in scope .127 
(160)  The Notifying Party considers that the  relevant geographic market for the wholesale 
supply  of domestic call transit services on fixed networks corresponds to the territory 
of Romania.  
(161)  The results of the market inve stigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(162)  In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the wholesale supply of domestic call 
transit services on fixed networks is the territory of Romania.  
                                                 
126  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 21 7 to 
219; Commission decision of 4 February 2016 in case M.7637 – Liberty Global/Base Belgium , recitals 130 to 
133; Commission decision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraphs 26 to 27. In 
Commission decision of 14 April 2014 in case M.7109 – Deutsche Telekom/GTS, paragraphs 75 to 77, the 
Commission considered that, i n the specific circumstances of the case, the exact definition of the relevant market 
for the provision of wholesale domestic call transit services of fixed networks could be left open, as the 
transaction did not give rise to competition concerns on the ba sis of any alternative plausible market definitions.  
127  Com mission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 221; 
Commission decision of 4 February 2016 in case M.7637 – Liberty Global/Base Belgium , recitals 134 and 135; 
Commission decision of 14 April 2014 in case M .7109 – Deutsche Telekom/GTS , paragraph 77; Commission 
decision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraph 27.  
 
 
30 4.13. Supply of g lobal telecommunica tions services  
4.13.1.  Product market definition  
(163)  Global telecommunications services (GTS) are telecommunications services linking 
a number of different customer locations, generally in at least two different 
continents and across a larger number of different count ries. They are generally 
purchased by multinational companies with presence in many countries and a 
number of continents. The services provided are enhanced services to provide 
customers with package solutions including virtual private networks (“VPN”) for  
both voice and data services and advances functionalities.128 
(164)  Global telecommunications services are supplied at retail level and wholesale level. 
In the latter case, they can also be referred to as “international carrier services”. 
Wholesale global telecom munications services comprise (i) the lease of transmission 
capacity and (ii) the provision of related services to third party telecommunications 
traffic carriers and service providers and are an input for retail global 
telecommunications se rvices.129 
(165)  While leaving the exact product market definition open, the Commission considered 
a possible distinction between the retail supply global telecommunications services 
and the wholesale supply of  global telecommunications services130 as well as 
between the lease of transmission capacity and the provision of related services to 
third-party carriers.131  
(166)  The Notifying Party considers that the relevant market to be taken into account is the 
overall market for the supply of global telecommunications services comprising both 
retail and wholesale services  as well as that the  exact definition may be left open in 
the present case . 
(167)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(168)  In light of the above, the C ommission considers that, for the purpose of this 
Decision, the relevant product market is the market for the supply of global 
telecommunications services. The question whether to segment such market between 
i) retail and wholesale services; and ii) the le ase of transmission capacity and the 
provision of related services to third parties can be left open as the Transaction does 
not raise serious doubts as to its compatibility with the internal market under any 
possible product market definition.  
                                                 
128  Commission decision of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria , paragraph 176.  
129  Commission decis ion of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria , paragraph 177.  
130  Commission decision of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria , paragraphs 179 and 180; 
Commiss ion decision of 14 April 2014 in case M.7109 – Deutsche Telekom/GTS , paragraphs 13 and 14; 
Commission decision of 3 July 2012 in case M.6584 – Vodafone/ Cable & Wireless , paragraph  334.  
131  Commission decision of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria , paragraph 179 to 180; 
Commission decision of 14 April 2014 in case M.7109 – Deutsche Telekom/GTS , paragraphs 13 and 14; 
Commission decision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraph 33 . 
 
 
31 4.13.2.  Geographic market definition  
(169)  In previous decisions, the Commission considered that the geographic market for the 
supply of global telecommunications services, both at retail and wholesale levels, is 
likely worldwide while leaving its exact geographic scope open .132  
(170)  The Notifying  Party considers that the market for the supply of global 
telecommunication services is worldwide in scope.  
(171)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(172)  In light of the a bove, the Commission considers that, for the purpose of this 
Decision, the exact geographic scope of the market for the supply of global 
telecommunications services can be left open as the Transaction does not raise 
serious doubts as to its compatibility w ith the internal market under any  possible 
product market definition.  
4.14. Wholesale supply of  internet connectivity services  
(173)  Internet connectivity services allow corporate customers to be present on the internet 
by providing access to the entire routing table of the global internet or to a subset of 
the same, in which case the customer will need to cover the totality of its needs by 
means of a multi -homing strategy. Connectivity to the internet can be achieved (i) by 
the purchasing of transit services, (ii) by means of peering with selected networks, or 
(iii) by means of a combination of the two. Entities which do not connect directly to 
the internet may also call upon hosting providers, who aggregate hosting needs and 
procure in turn internet connectivity for t heir customers.133 Whilst global coverage is 
a primary requirement, more specific performance criteria also enter into a 
customer's internet connectivity strategy such as latency, reliability, speed and 
minim ization of traffic -related costs.  
(174)  Transit is a service whereby a customer pays for access to all or a large part of the 
internet, with performance characteristics which may vary according to the 
destination of the traffic. Peering, on the other hand, whether settlement -free or paid, 
provid es access to individual networks but no further onward connectivity. Providers 
of transit services will in turn use a combination of peering relationships and paid 
commercial relationships with other transit providers in order to provide global 
internet co verage. A transit provider which does not purchase transit services from 
other providers because it is able to reach the entire internet merely by means of 
peering relationships is referred to as a "Tier 1" transit provider.  
(175)  Operators of retail internet a ccess networks, sometimes referred to as "eyeball 
networks", procure internet connectivity in the same way as any other corporate 
customer, and may themselves also provide wholesale internet connectivity services. 
Certain internet access providers ("IAPs")  offer transit services, whereas many offer 
direct connectivity to their own network and subscribers. To the extent that the IAP 
                                                 
132  Commission decision  of 9 July 2018 in case M.8808 – T-Mobile Austria/UPC Austria , paragraphs 182 and 183; 
Commission decision of 14 April 2014 in case M.7109 – Deutsche Telekom/GTS , paragraph s 15 to 18; 
Commission decision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wir eless , paragraph 34.  
133  Commission decis ion of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph 260; 
Commission decision of 14 April 2014 in case M.7109 - Deutsche Telecom/GTS , paragraph 19.   
 
 
32 purchases transit services, these may also be used to reach its users. The end users of 
a given IAP can also be reached by mean s of relationships with those networks 
which  peer with the IAP in question.134 
4.14.1.  Product market definition  
(176)  In previous decisions, the Commission considered the existence of an overall market 
for the wholesale supply of  internet connectivity services, including  both transit and 
peering services and potentially  further segmented between  transit and peering 
services  but ultimately left the exact product market definition open .135 Further, t he 
Commission considered , but ultimately left open  a possible segmentation of  the 
product  market for wholesale internet connectivity services between Tier-1 transit 
providers and Tier -2 transit providers.136  
(177)  The Notifying  Party considers that the relevant product market to be taken into 
account is the market for the wholesale supply  of internet connectivity services.  
(178)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(179)  In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant product market is the market for the wholesale supply of 
internet connectivity  service s. The question whether such market a) includes bot h 
transit and peer ing services; b) should  be further segmented between transit and 
peering services ; and c) can be further segmented between Tier -1 transit providers 
and Tier -2 transit providers can be left open as the Transaction does not raise serious 
doubts as to its com patibility with the internal market under any  possible product 
market definition.  
4.14.2.  Geographic market definition  
(180)  The Commission previously found  the market for the wholesale supply of internet 
connectivity services to be either global or regional in scope .137  
(181)  The Notifying Party considers the relevant  market to be at least regional if not global 
in scope  but submits that the market definition may be left open given the absence of 
overlap.  
(182)  The results of the market investigation did not provide reasons to depa rt from the 
Commission’s decisional practice .  
                                                 
134  Commission decision of 18 July 20 19 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 232 to 
234.  
135  Commission decision of 18 July 2019 in case M.8864 – Vodafone/ Certain Liberty Global Assets , recitals 237 to 
238; Commission decision of 14 April 2014 in case M.7109 – Deutsche Telekom / GTS , paragraphs 21 and 22; 
Commission decision of 7 October 2005 in case M.3752 – MCI/Verizon, paragraphs 17 to 24.  
136  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 237 to 
239; Comm ission decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland , paragraphs180 
and 181; Commission decision of 7 October 2005 in case M.3752 – Verizon/MCI , paragraphs 14 to 24.  
Tier-1 transit providers are capable of delivering complete i nternet connectivity entirely or in the great majority 
through their own network or under mutual traffic transit agreements with other Tier -1 providers. Tier -2 
providers supplement the reach of their own network by purchasing transit rights from Tier -1 transit providers.  
137  Com mission decision dated 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 242 
and 243; Commission decision of 14 April 2014 in case M.7109 – Deutsche Telekom/GTS , paragraph s 24 and 25.  
 
 
33 (183)  In light of the above, the Commission considers that, for the purpose of this 
Decision, the exact geographic scope of the market for the wholesale supply of 
internet connectivity services can be left open as t he Transaction does not raise 
serious doubts as to its compatibility with the internal market under any  possible 
product market definition.  
4.15. Wholesale  supply of access and call termination services on mobile networks  
(184)  Call termination is the service provided  by a network operator on the supply side to 
other network operators on the demand side, whereby a call originating in a demand 
side operator’s network is delivered to a user in the supply side operator’s network. 
This service is required by every originat ing operator, as it is necessary for its 
customers to be able to communicate with the customers of other networks. Call 
termination is therefore a wholesale service that is resold or used as an input for the 
provision of downstream retail telephony and mob ile telecommunications  
services.138  
4.15.1.  Product market definition  
(185)  In previous decisions, the Commission has identified relevant markets for the 
wholesale supply of access and call termination services  on mobile and fixed 
networks. Further, the Commission found that there is no substitute for call 
termination on each individual network, as the operator transmitting the call can 
reach the intended recipient only through the operator of the network to which the 
recipient is connected and thus concluded that each in dividual network, either fixed 
or mobile, constitutes a separate market . 139  
(186)  The Notifying Party considers that the relevant product market to be taken into 
account is the market for wholesale supply of access and call termination services on 
mobile networks.  
(187)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(188)  In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant product market is the marke t for the wholesale supply of 
access and call termination services on mobile networks.  
                                                 
138  Commission decision of 26 October 2020 in case M.9963 – Iliad/Play Communications , paragraph 35.  
Accordingly, the 2003 Commission’s Recommendation on the relevant product and service markets within the 
electronic communications sector susceptible to ex ant e regulation in accordance with the Framework Directive 
(Directive 2002/21/EC of the European Parliament and of the Council on a common regulatory framework for 
electronic communications networks and services) has distinguished call termination on individu al networks, 
mobile or fixed as separate markets. A distinction between termination on these networks is further justified by 
the characteristics of the terminals themselves such as the different functionalities and the mobility guaranteed by 
the mobile se rvice.  
139  Commission decision of 26 October 2020 in case M.9963 – Iliad/Play Communications , paragraphs 36 to 38; 
Commission decision of 15 July 2019 in case M.9370 – Telenor/DNA , paragraphs 68 to 70 ; Commission decision 
of 27 November 2018 in case M.8792 – T-Mobile NL/Tele2 NL , recitals 255 to 259; Commission decision of 27 
July 2018 in case M.8883 – PPF/Telenor Target Companies , paragraph 24 to 26; Commission decision of 12 
December 2012 in case M.6497 – Hutchison 3G Austria/Orange Austria , recitals 68 to  70.  
 
 
34 4.15.2.  Geographic market definition  
(189)  In previous decisions, the Commission  considered  the geographic market for the 
wholesale supply of access and call termination service s on mobile networks to be 
national in scope ,140 including for Romania.141  
(190)  The Notifying Party agrees with the Commission and considers that the relevant 
geographic market for the wholesale supply of access and call termination services 
on mobile networks correspo nds to the territory of Romania.  
(191)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(192)  In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the wholesale supply of access and call 
termination services on mobile networks is the territory of Romania.  
4.16.  Wholesale supply of access and call origination services on mobile networks  
4.16.1.  Product market definition  
(193)  MNOs provide wholesale access and call origination services which enable operators 
without their own network, namely MVNOs and Service Providers, to have access to 
one or more of the MNOs’ networks in order to provide mobile telecommunications 
services to end customers. “Full” or “thick” MVNOs maintain their own core 
infrastructure and use MNOs only for access to a radio network. By contrast, “light” 
or “thin” MVNOs do not have their own infrastructure and rely entirely on the 
infrastructure of an MNO.142 
(194)  In previous decisions , the Commission considered network access and call 
origination  to be part of the same product market  as both services are considered as 
key elements required  for non -MNOs to be able to provide retail mobile 
telecommunications services and are generally supplied together .143  
(195)  The Notifying Party considers that the relevant product market to be taken into 
account is the market for the wholesale supply of access an d call origination services 
on mobile networks.  
(196)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
                                                 
140  Commission decision of 26 October 2020 in case M.9963 – Iliad/Play Communications , paragraph 39; 
Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital  259; 
Commission decision of 3 July 2012 in case M.6584 – Vodafone/Cable & Wireless , paragraph 48; Commission 
decision of 3 July 2012 in case M.5650 – T-Mobile/Orange UK , paragraph 38 . 
141  Decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty G lobal Assets , recital 259.  
142  Decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 244.   
143  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 248; 
Commission decision of 3 August 2016 in case M.797 8 – Vodafone/Liberty Global/Dutch JV , paragraphs 185 to 
187; Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 296 to 
300; Commission decision of 2 July 2014 in case M.7018 – Telefónic a Deutschland/E -Plus, recitals 77 to 79; 
Commission decision of 28 May 2014 in case M.6992 – Hutchison 3G UK/Telefónica Ireland , recital 156; 
Commission decision of 12 December 2012 in case  M.6497 – Hutchison 3G Austria/Orange Austria , recitals 61 
to 63; Commission decision of 1 March 2010 in case M.5650 – T Mobile/Orange UK , paragraphs 27 to 30; 
Commission decision of 27 November 2007 in case M.4947 – Vodafone/Tele2 Italy/Tele2 Spain , paragraph 15.  
 
 
35 (197)  In light of the above, the Commission considers that, for the purpose of this 
Decision, th e relevant product market is the market for the wholesale supply of 
access and call origination services on mobile networks.  
4.16.2.  Geographic market definition  
(198)  In previous decisions, the Commission held that  the geographic scope of the market 
for the wholesale supply of access and call origination services on mobile networks  
national  due to regulatory barriers,144 including for Romania .145  
(199)  The Notifying Party considers that the  relevant geographic market for the wholesale 
supply of access and cal l origination services on mobile networks corresponds to the 
territory of Romania.  
(200)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(201)  In light of the above, the Commission considers that, f or the purpose of this 
Decision, the relevant geographic market for the wholesale supply of access and call 
origination services on mobile networks is the territory of Romania.  
4.17. Wholesale supply of international roaming  services  
(1) In previous decisions, t he Commission found  that international roaming services 
constitute a distinct product market .146  
(2) The Notifying Party considers that the relevant product market to be taken into 
account is the market for wholesale supply  of international roaming services .  
4.17.1.1.  The results of the market investigation and the Commission’s assessment  
(202)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(203)  In light of the above, the Commission considers that, for the purp ose of this 
Decision, the relevant product market is the market for the wholesale supply of 
international roaming services.  
4.17.2.  Geographic market definition  
(204)  In previous decisions , the Commission held that the relevant geographic  market for 
the wholesale suppl y of internationa l roaming is national in scope due to regulatory 
barriers,147 including for Romania.148  
                                                 
144  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recitals 249 to 
251; Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV , paragraph s 
188 to 190; Commission decision of 11 May 2016 in case M.7612 – Hutchison 3G UK/Telefónica UK , recitals 
302 to 305; Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G Austria/Orange Austria , 
recitals 74 to 77.  
145 Commission decision of 18 July 2019 in case M.8864  – Vodafone/Certain Liberty Global Assets , recital 251.  
146  Commission decision of 26 October 2020 in case M.9963 – Iliad/Play Communications , paragraphs 29 to 31; 
Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 264; 
Commission decision of 2 July 2014 in case M.7 018 – Telefónica Deutschland/E -Plus, recital 97; Commission 
decision of 12 December 2012 in case M.6497 – Hutchison 3G Austria/Orange Austria , recitals 64 to  67. 
 
 
36 (205)  The Notifying Party considers that the relevant geographic market for the wholesale 
supply  of international roaming services corresponds to the territory of Romania.  
(206)  The results of the market investigation did not provide reasons to depart from the 
Commission’s decisional practice .  
(207)  In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant geographic market for the  wholesale supply of international 
roaming services is the territory of Romania.  
5. COMPE TITIVE  ASSE SSME NT  
5.1. Analytical Framework  
(208)  Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
(209)  In this respect, a merger may entail horizontal and/or non -horizontal (namely, 
vertical or conglomerate) effects. Horizontal effects are those deriving from a 
concentration where the undertakings concerned are actual or potential competitors 
of each other in one or more of the relevant markets concerned. Vertical effects are 
those deriv ing from a concentration where the undertakings concerned are active on 
different or multiple levels of the supply chain. Conglomerate effects are those 
deriving from a concentration where the undertakings concerned are in a relationship 
which is neither h orizontal nor vertical. A concentration may involve all three types 
of effects. In such a case, the Commission w ill appraise horizontal and non -
horizontal effects in accordance with the guidance set out in the relevant notices, t hat 
is to say the  Horizonta l Merger Guidelines149 and the Non -Horizontal Merger 
Guidelines .150 
(210)  In assessing the competitive effects of a merger, the Commission compares the 
competitive conditions that would result from the notified merger with the 
conditions that would have prevailed wi thout the merger. In most cases the 
competitive conditions existing at the time of the merger constitute the relevant 
comparison for evaluating the effects of a merger. However, in some circumstances, 
                                                                                                                                                      
147  Commission decision of 26 October 2020 in case M.9963 – Iliad/Play Communications , paragrap hs 32 to 34 ; 
Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 266; 
Commission decision of 4 February 2016 in case M.7637 – Liberty Global/Base Belgium , recitals 120 to 122; 
Commission decision of 2 July 2 014 in case M.7018 – Telefónica Deutschland/E -Plus, recitals 99 to 100; 
Commission decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland , paragraphs 251 to 
252; Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G Austr ia/Orange Austria , 
recitals 78 and 79; Commission decision of 1 March 2010 in case M.5650 – T Mobile/Orange UK , paragraph 35.  
148  Commission decision of 18 July 2019 in case M.8864 – Vodafone/Certain Liberty Global Assets , recital 266; 
Commission decision o f 2 August 2008 in case M.5148 – Deutsche Telekom/OTE , paragraphs 1 8 to 20.  
149   Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelines"), OJ C31,  5.2.2004, p. 5.  
150   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.  
 
 
37 the Commission may take into account future changes to the market that can 
reasonably be predicted .151 
5.2. Identification of affected markets  
5.2.1.  Horizontally affected markets  
(211)  Based on the market shares submitted by the Notifying Party, the Transaction gives 
rise to the following horizontally affected markets.  
 
Table 1: Horizontally affected markets in Romania (2020)  
 Value  Volume  
Orange  TKR  Combined  Orange  TKR  Combined  
Retail supply of mobile 
telecommunications 
services152 [40-50]% [0-5]% [40-50]% [30-40]% [0-5]% [40-50]% 
Retail s upply of fixed 
telephony services153 [0-5]% [50-60]% [50-60]% [0-5]% [30-40]% [30-40]% 
Retail s upply of fixed 
internet access services  [0-5]% [10-20]% [20-30]% [0-5]% [10-20]% [10-20]% 
Retail s upply of audio visual 
services154 [5-10]% [10-20]% [20-30]% [5-10]% [10-20]%  [20-30]% 
Retail s upply of FMC 
services  - - - [10-20]% [10-20]%  [30-40]% 
Retail s upply of business 
connectivity services  [10-20]% [20-30]% [30-40]% - - - 
Wholesale supply of leased 
lines  - - - [0-5]% [20-30]%  [20-30]%  
Wholesale supply and 
acquisition of TV channels 
(acquisition  side)155 [5-10]% [10-20]% [20-30]% [5-10]% [10-20]% [20-30]% 
 
5.2.2.  Non-horizontally  affected markets  
(212)  In addition , the Transaction gives rise to the following vertically affected markets.  
Table 2: Vertically  affected markets in Romania (2020; 2019 where indicated ) 
Upstream markets  Downstream markets  
Wholesale supply of broadband access 
services  
Volume:  Orange: [0-5]%; TKR: [0-5]%; 
Combined: [0-5]% Retail supply of fixed telephony services  
Value: Orange: [0-5]%; TKR: [50-60]%; Combined: [50-
60]% 
Volume: Orange: [0-5]%; TKR: [30-40]%; Combined: 
[30-40]% 
                                                 
151   Horizontal Merger Guidelines, par agraph 9; Non -Horizon tal Merger Guidelines, paragraph 20.  
152  Market shares in v alue exclude M2M and OTT services; market shares in volume exclude M2M services.  
153  Orange is mainly active as FVNO, based on an agreement with TKR (mainly for residential custo mers); it also 
does not offer fixed telephony services on a standalone basis.  
154  Market shares exclude OTT services.  
155  Parties’ estimates based on market shares in the market for the retail supply of audio visual services in 2020.  
 
 
38 Upstream markets  Downstream markets  
Retail supply of business connectivity services  
Value:  Orange: [10-20]%; TKR: [20-30]%; Combined: 
[30-40]% 
Wholesale supply of leased lines  
Volume:  Orange: [0-5]%; TKR: [20-30]%; 
Combined:  [20-30]% 
 Retail supply of mobile telecommunications services  
Value:  Orange: [40-50]%; TKR: [0-5]%; Combined: [40-
50]% 
Volume: Orange: [30-40]%; TKR: [0-5]%; Combined: 
[40-50]% 
Retail supply of business connectivity services  
Value:  Orange: [10-20]%; TKR: [20-30]%; Combined: 
[30-40]% 
Wholesale supply of call termination services 
on fixed networks  
Value: Orange: [90-100]%; TKR: [90-100]% 
Volume: Orange: [90-100]%; TKR: [90-100]% 
 Retail supply of fixed telephony services  
Value: Orange: [0-5]%; TKR: [50-60]%; Combined: [50-
60]% 
Volume: Orange: [0-5]%; TKR: [30-40]%; Combined: 
[30-40]% 
Retail supply of mobile telecommunications services  
Value:  Orange: [40-50]%; TKR: [0-5]%; Combined: [40-
50]% 
Volume: Orange: [30-40]%; TKR: [0-5]9%; Combined: 
[40-50]% 
Wholesale supply of termination and hosting 
of calls to non -geographic numbers  
Orange  […]; TKR […]. Retail supply of fixed telephony services  
Value: Orange: [0-5]%; TKR: 55.0%; Combined: 59.8%  
Volume: Orange: [0-5]%; TKR: [30-40]%; Combined: 
[30-40]% 
Retail supply of mobile telecommunications services  
Value:  Orange: [40-50]%; TKR: [0-5]%; Combined: [40-
50]% 
Volume: Orange: [30-40]%; TKR: [0-5]%; Combined: 
[40-50]% 
Wholesale supply of domestic call transit 
services on fixed networks (2019)  
Volume: Orange: [0-5]%; TKR: [50-60]%; 
Combined: [50-60]% Retail supply of fixed telephony services  
Value: Orange: [0-5]%; TKR: [50-60]%; Combined: [50-
60]% 
Volume: Orange: [0-5]%; TKR: [30-40]%; Combined: 
[30-40]% 
Supply of global telecommunications services  
Value: Orange: [0-5]0%; TKR: [0-5]%; 
Combined: [0-5]% Retail supply of fixed telephony services  
Value: Orange: [0-5]%; TKR: [50-60]%; Combined: [50-
60]% 
Volume: Orange: [0-5]%; TKR: [30-40]%; Combined: 
[30-40]% 
Retail supply of mobile telecommunications services  
Value:  Orange: [40-50]%; TKR: [0-5]%; Combined: [40-
50]% 
Volume: Orange: [30-40]%; TKR: [0-5]%; Combined: 
[40-50]% 
 
Retail supply of business connectivity services  
Value:  Orange: [10-20]%; TKR: [20-30]%; Combined: 
[30-40]% 
Wholesale supply of internet connectivity 
services  
Value: Orange: [0-5]%; TKR: [0-5]%; 
Combined: [0-5]% Retail supply of business connectivity services  
Value:  Orange: [10-20]%; TKR: [20-30]%; Combined: 
[30-40]% 
Wholesale acce ss for call termination on 
mobile networks  
Value:  Orange: [90-100]%; TKR: [90-100]% Retail supply of mobile telecommunications services  
Value:  Orange: [40-50]%; TKR: [0-5]%; Combined: [40-
50]% 
 
 
39 Upstream markets  Downstream markets  
Volume: Orange: [90-100]%; TKR: [90-100]% 
 Volume: Orange: [30-40]%; TKR: [0-5]%; Combined: 
[40-50]% 
Retail supply of fixed telephony services  
Value: Orange: [0-5]%; TKR: [50-60]%; Combined: [50-
60]% 
Volume: Orange: [0-5]%; TKR: [30-40]%; Combined: 
[30-40]% 
Wholesale access and call origination on 
mobile networks156 
Orange  […]; TKR  […]. Retail supply of mobile telecommunications services  
Value:  Orange: [40-50]%; TKR: [0-5]%; Combined: [40-
50]% 
Volume: Orange: [30-40]%; TKR: [0-5]%; Combined: 
[40-50]% 
Wholesale supply of international roaming 
services  
Orange  […]; TKR  […].  Retail supply of mobile telecommunications services  
Value:  Orange: [40-50]%; TKR: [0-5]%; Combined: [40-
50]% 
Volume: Orange: [30-40]%; TKR: [0-5]%; Combined: 
[40-50]% 
 
(213)  The Commission notes that both Parties already offer all telecommunications  and 
AV services that are typically offered in bundles to end -customers and both Parties  
already offer fixed -mobile convergent bundles:  
(a) Orange relies on part of TKR’s network as well as on its own nascent 
network to offer all three compon ents of the fixed part of a fixed -mobile 
bundle (TV, fixed internet and fixed telephony) and on its own mobile 
network to provide the mobile part.  
(b) TKR relies on its own fixed network to offer all three components of the 
fixed part of a fixed -mobile bundle (TV, fixed internet and fixed telephony) 
and on TRMC’s mobile network to provide the mobile part.  
(214)  The Commission therefore considers t hat there is no new conglomerate relationship 
created b y the T ransaction.  
5.2.3.  Conclusion  
(215)  Each of these potential effects is discussed in turn in the following sections. After 
setting out the market shares in the relevant markets and possible sub -segments 
(section  5.3), the Commission will first assess the potential horizontal non -
coordinated effects stemming from the Transaction (section 5.4). Then the 
Commission will assess the potential horizontal coordinated  effects of the 
Transaction (section 5.5). Finally,  the Commission will assess the potential vertical  
effects stemming from the Transaction (section 5.6). 
5.3. Market shares  
(216)  According to the Horizontal Merger Guidelines and the Non -Horizontal Merger 
Guidelines,157 in the assessment of the effects of a merger, market shares con stitute a 
                                                 
156   Post-Transaction how ever, Orange is to replace TRMC and host TKR on its network.  
157   Horizontal Merger Guidelines, paragraph 14; Non -Horizontal Merger Guidelines, paragraph 24.  
 
 
40 useful first indication of the structure of the markets at stake and of the competitive 
importance of the relevant market players.  
5.3.1.  Retail supply of mobile telecommunications services  
(217)  Table 3 sets out  the Parties’ and their main competitors’  market shares on the market 
for the retail supply of mobile telecommunications services in Romania  by value  and 
volume for the years 2017 to 2 020.  
 
Table 3: Market shares on the market  for the retail supply of mobile 
telecommunications services in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market shares in value  (E UR) 
Orange  [30-40]% [40-50]% [40-50]% [40-50]% 
TKR158 [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [30-40]% [40-50]% [40-50]% [40-50]% 
Digi [5-10]% [5-10]% [10-20]% [10-20]% 
Vodafone  [30-40]% [30-40]% [30-40]% [30-40]% 
TRMC  [10-20]%  [10-20]%  [10-20]%  [10-20]%  
Total market  100.0%  100.0%  100.0%  100.0%  
Market shares in volume (# of SIMs)  
Orange  [30-40]% [30-40]% [30-40]% [30-40]% 
TKR159 [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [40-50]% [40-50]% [40-50]% [40-50]% 
Digi [10-20]%  [10-20]%  [10-20]%  [10-20]%  
Vodafone  [30-40]% [30-40]% [30-40]% [20-30]% 
TRMC  [10-20]%  [10-20]%  [10-20]%  [10-20]%  
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on ANCOM statistical report 2019, competitors’  quarterly 
results and Parties ’ best estimates for 2020 market shares  
(218)  Orange is the leading  retail supplier  of mobile telecommunications services in 
Romania  while TKR  only offers this type of services as part of FMC bundles.  
Orange’s market shares in value  have increased from [30-40]% in 2017 to [40-50]% 
in 2020  but decreased  in volume  from [30-40]% in 2017 to [30-40]% in 2020. 
TKR’s market shares  (calculated based on the mobile part of their FMC offers)  in 
value  have increased from [0-5]% (volume: [0-5]%) in 2017 to [0-5]% (volume: [0-
5]%) in 2020. Combined, the Parties’ market shares in value  have i ncreased from 
[30-40]% (volume: [40-50]%) in 2017 to [40-50]% (volume: [40-50]%) in 2020.  
Meanwhile, Digi has increased its market share in value from [5-10]% (volume: [10-
20]% ) in 2017 to [10-20]% (volume: [10-20]% ) in 2020. Vodafone and TRMC , for 
their p art, have decreased their market shares in value from [30-40]% and [10-20]% 
(volume: [30-40]% and [10-20]% ) in 2017 to [30-40]% and [10-20]% (volume: [20-
30]% and [10-20]% ) in 2020 , respectively . The overall market size has decreased in 
value (from EUR […] to EUR […]) and in volume (from […] SIMs to […] SIMs) 
between 2017 and 2020.  
                                                 
158  TKR is not commercially active in this market on a standalone basis, but only through FMC offers . The market 
shares therefore include the mobile part of TKR’s FMC offers.  
159  TKR is not commercially active in this market on a standalone basis, but only through FMC offers. The market 
shares therefore include the mobile part of TKR’s FMC offers.  
 
 
41 5.3.2.  Retail supply of fixed telephony services  
(219)  Table 4 sets out  the Parties’ and their main competitors’ market shares on the market 
for the retail supply of fixed telephony services in Romania  by value and volume for 
the years 2017 to 2020.  
Tabl e 4: Market shares on the market for the retail supply of fixed telephony 
services in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market shares in value  (E UR) 
Orange  [0-5]% [0-5]% [0-5]% [0-5]% 
TKR  [60-70]% [50-60]% [50-60]%  [50-60]%  
Combined  [60-70]% [60-70]% [50-60]% [50-60]% 
Digi [10-20]% [10-20]%  [10-20]%  [20-30]% 
Vodafone  [10-20]%  [10-20]%  [20-30]% [10-20]% 
Others  [0-5]% [0-5]% [0-5]% [0-5]% 
Total market  100.0%  100.0%  100.0%  100.0%  
Market shares in volume (# of lines)  
Orange  [0-5]% [0-5]% [0-5]% [0-5]% 
TKR  [40-50]% [40-50]% [30-40]% [30-40]% 
Combined  [40-50]% [40-50]% [40-50]% [30-40]% 
Digi [30-40]%  [30-40]%  [30-40]%  [30-40]%  
Vodafone  [10-20]% [20-30]%  [20-30]%  [20-30]%  
Others  [0-5]% [0-5]% [0-5]% [0-5]% 
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on ANCOM statistical report 2019, competitors ’ quarterly 
results and Parties ’ best estimates for 2020 shares  
(220)  Orange is the fourth largest retail supplier of fixed telephony services in Romania 
while TKR is the leading supplier. Orange’s market share s in value have increased 
from [0-5]% (volume: [0-5]%) in 2017 to [0-5]% (volume: [0-5]%) in 2020. TKR’s 
market share in value have decreased from [60-70]% (volume: [40-50]%) in 2017 to 
[50-60]% (volume: [30-40]%) in 2020. Combined, the Parties’ market shares in 
value have decreased from [60-70]% (volume: [40-50]%) in 2017 to [50-60]% 
(volume: [30-40]%) in 2020.  Meanwhi le, Digi has increased its market share s in 
value from [10-20]% (volume: [30-40]%) in 2017 to [20-30]% (volume: [30-40]%) 
in 2020. Vodafone has decreased its market share s in value from [10-20]% in 2017 
to [10-20]%, but has increased its market share s in volume from [10-20]% in 2017 to  
[20-30]% in 2020. The overall market size has decreased in value (from  EUR  […] to 
EUR […]) and in volume (from […] lines to […] lines) between 2017 and 2020.   
(221)  Table 5 sets out the Parties’ and their main competitors’ market shares on the market 
for the retail supply of fixed telephony services in Romania on the segment for 
local/national calls by volume for  the years 2017 to 2020.  
 
 
42 Table 5: Market  shares on the market for the retail supply of fixed telephony 
services on the segment for local/national calls in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market shares in volume (millions of minutes)  
Orange  [5-10]% [5-10]% [5-10]% [5-10]% 
TKR  [40-50]% [40-50]% [40-50]% [30-40]% 
Combined  [50-60]% [50-60]% [50-60]% [40-50]% 
Others  [40-50]%  [40-50]%  [40-50]%  [50-60]% 
Total  100.0%  100.0%  100.0%  100.0%  
 
(222)  Orange is a small retail supplier of fixed telephony services on the segment for 
local/national calls, while TKR is among the largest retail suppliers. Orange’s market 
shares in volume have increased from [5-10]% in 2017 to [5-10]% in 2020. TKR’s 
market sh ares in volume has decreased from [40-50]%  in 2017 to [30-40]% in 2020. 
Combined, the Parties’ market shares in volume have decreased from [50-60]% in 
2017 to [40-50]%  in 2020. Meanwhile, t he Parties’ competitors ’ have increased their 
market shares in volu me from [40-50]%  in 2017 to [50-60]% in 2020. The overall 
market size has decreased in volume  (from […] to […] minutes)  between 2017 and  
2020.    
(223)  Table 6 sets out the Parties’ and their main competitors’ market shares on the market 
for the retail supply of fixed telephony services in Romania on the segment for 
international calls by volume for the years 2017 to 2020.  
Table 6: Market  shares on the market for the retail supply of fixed telephony 
services on  the segment for international calls in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market shares in volume (millions of minutes)  
Orange  [10-20]% [10-20]% [5-10]% [5-10]% 
TKR  [30-40]% [30-40]% [20-30]% [30-40]% 
Combined  [50-60]% [40-50]% [30-40]% [30-40]% 
Others  [40-50]% [50-60]% [60-70]% [60-70]% 
Total  100.0%  100.0%  100.0%  100.0%  
 
(224)  Orange  is a small retail supplier of fixed telephony services on the segment for 
international calls, while TKR is among the largest retail suppliers. Orange’s market 
shares in volume have decreased from [10-20]% in 2017 to [5-10]% in 2020. TKR’s 
market shares i n volume have decreased from [30-40]% in 2017 to [30-40]% in 
2020.  Combined, the Parties’ market shares in volume have decreased from [50-
60]% in 2017 to [30-40]% in 2020. Meanwhile, the Parties’ competitors have 
increased their market shares in volume fro m [40-50]% in 2017 to [60-70]% in 2020. 
The overall market size has decreased in volume  (from […] minutes to […] minutes)  
between 2017 and  2020.    
(225)  Orange  has a marginal presence on the market for the retail supply of fixed 
telephony services on the segment  for residential customers , while TKR is the 
largest retail su pplier  in value and one of the largest in value . Orange’s market shares 
in value […] from 2017 to 2020 but its market shares in volume have increased from 
[0-5]% in 2017 to [0-5]% in 2020.  TKR’s market shares in value  have decreased 
from [70-80]% (volume: [40-50]%) in 2017 to [50-60]% (volume: [30-40]%) in 
2020.  Combined, the Parties’ market shares in value have decreased from [70-80]% 
 
 
43 (volume: [40-50]%) in 2017 to [50-60]% (volume: [30-40]%) in 2020. Meanwhile, 
the Parties’ competitors have increased their market shares in value from [30-40]% 
(volume: [50-60]%) in 2017 to [40-50]% (volume: [60-70]%) in 2020. The overall 
market size has decreased in value  (from EUR […] to EUR […]) and volume  (from 
approximately […] to […] lines)  between 2017 and  2020.    
(226)  Table  7 sets out the Parties’ and their main competitors’ market shares on the market 
for the retail supply of fixed telephony services in Romania on the segment for non -
residential customers by value  and volume for the years 2017 to 2020.   
Table 7: Market  shares on the market for the retail supply of fixed telephony 
services on the segment for non-residential customers in Romania (2017 -2020)  
 2017  2018  2019  2020  
Shares in value (E UR) 
Orange  [5-10]% [5-10]% [10-20]% [5-10]% 
TKR  [40-50]% [40-50]% [30-40]%  [30-40]%  
Combined  [50-60]% [50-60]% [40-50]% [40-50]% 
Others  [40-50]%  [40-50]%  [50-60]%  [50-60]%  
Total  100.0%  100.0%  100.0%  100.0%  
Shares in volume ( # of lines)  
Orange  [5-10]% [10-20]% [10-20]% [10-20]% 
TKR  [30-40]% [30-40]%  [30-40]%  [30-40]%  
Combined  [40-50]%  [40-50]%  [40-50]%  [40-50]%  
Others  [50-60]% [50-60]%  [50-60]%  [50-60]%  
Total  100.0%  100.0%  100.0%  100.0%  
 
(227)  Orange  is a small retail supplier of fixed telephony services on the segment for non -
residential customers, while TKR is among the largest retail suppliers. Orange’s 
market shares in value have decreased from [5-10]% in 2017 to [5-10]% in 2020 but 
its market sha res in volume have increased from [5-10]% in 2017 to [10-20]% in 
2020. TKR’s market shares in value have decreased from [40-50]% (volume: [30-
40]%) in 2017 to [30-40]% (volume: [30-40]%) in 2020. Combined, the Parties’ 
market shares in value have decreased  from [50-60]% in 2017 to [40-50]% in 2020 
but have increased in volume from [40-50]% in 2017 to [40-50]% in 2020. 
Meanwhile, the Parties’ competitors have increased their market shares in value 
from [40-50]% in 2017 to [50-60]% in 2020 but decreased their  market shares in 
volume from [50-60]% in 2017 to [50-60]% in 2020. The overall market size has 
decreased in value (from EUR […] to EUR […]) and volume (from […] to […] 
lines) between 2017 and 2020.    
5.3.3.  Retail supply of fixed internet access services  
(228)  Table 8 sets out the Parties’ and their main competitors’ market shares on the market 
for the retail supply of fixed internet access services in Romania by value and 
volume for  the years 2017 to 2020.  
 
 
44 Table 8: Market shares on the market for the retail supply of fixed internet 
access services in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market shares in value  (E UR) 
Orange  [0-5]% [0-5]% [0-5]% [0-5]% 
TKR  [20-30]% [20-30]%  [20-30]%  [10-20]% 
Combined  [20-30]% [20-30]%  [20-30]%  [20-30]%  
Digi [40-50]% [40-50]% [40-50]% [50-60]% 
Vodafone  [10-20]%  [10-20]%  [10-20]%  [10-20]%  
Others  [10-20]%  [10-20]%  [5-10]% [5-10]% 
Total market  100.0%  100.0%  100.0%  100.0%  
Market shares in volume (# of connections)  
Orange  [0-5]% [0-5]% [0-5]% [0-5]% 
TKR  [20-30]%  [20-30]%  [10-20]%  [10-20]%  
Combined  [20-30]%  [20-30]%  [20-30]%  [10-20]% 
Digi [40-50]% [50-60]% [50-60]% [60-70]% 
Vodafone  [10-20]%  [10-20]%  [10-20]%  [10-20]%  
Others  [10-20]%  [10-20]%  [5-10]%  [5-10]%  
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on ANCOM statistical report 2019, competitors ’ quarterly 
results and  Partie s’ best estimates for 2020 market shares  
(229)  Orange is a small retail s upplier  of fixed internet access services in Romania while 
TKR is the second largest retail supplier. Orange’s market shares in value have 
increased from [0-5]% (volume: [0-5]%) in 2017 to [0-5]% (volume: [0-5]%) in 
2020. TKR’s market shares in val ue have decreased from [20-30]% (volume: [20-
30]%) in 2017 to [10-20]% (volume: [10-20]%) in 2020. Combined, the Parties’ 
market shares in value have decreased from [20-30]% (volume: [20-30]%) in 2017 
to [20-30]% (volume: [10-20]%) in 2020. Meanwhile, Digi has increased its market 
share in value from [40-50]% (volume: [40-50]%) to [50-60]% (volume: [60-70]%) 
in 2020. Vodafone has decreased its market share s in value from [10-20]% (volume: 
[10-20]%) in 2017 to [10-20]% (volume: [10-20]%) in 2020. The overall market size 
has increased both in value (from EUR […] to EUR […]) and in volume  (from […] 
connections to […] connections)  between 2017 and  2020.    
5.3.4.  Retail supply of audio visual services  
(230)  Table 9 sets out the Parties’ and their main competitors’  market on the market for the 
retail supply of audio visual services in Romania  by value and volume for the years 
2017 to 2020 . 
 
 
45 Table 9: Market shares on the market for the retail supply of audio visual 
services in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market shares in value  (E UR) 
Orange  [0-5]% [0-5]% [5-10]% [5-10]% 
TKR  [20-30]% [20-30]%  [20-30]%  [10-20]% 
Combined  [20-30]% [20-30]% [20-30]% [20-30]% 
Digi [40-50]% [40-50]% [50-60]% [50-60]% 
Vodafone  [10-20]%  [10-20]%  [10-20]%  [10-20]%  
Others  [5-10]%  [5-10]%  [5-10]%  [5-10]%  
Total market  100.0 % 100.0 % 100.0 % 100.0%  
Market shares in volume (# of subscribers)  
Orange  [5-10]%  [5-10]%  [5-10]%  [5-10]%  
TKR  [10-20]%  [10-20]%  [10-20]%  [10-20]%  
Combined  [20-30]%  [20-30]%  [20-30]%  [20-30]%  
Digi [40-50]% [50-60]%  [50-60]%  [60-70]% 
Vodafone  [10-20]% [10-20]%  [10-20]%  [10-20]%  
Others  [5-10]%  [5-10]%  [5-10]%  [5-10]%  
Total market  100.0 % 100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on ANCOM statistical report 2019, competitors ’ quarterly 
results and Parties ’ best estimates for 2020 market shares  
(231)  Orange is the fourth  largest  retail supplier  of fixed audio visual services in Romania  
while TKR is the second largest supplier.  Orange’s market share s in value have 
increased from [0-5]% (volume: [5-10]%) in 2017 to [5-10]% (volume: [5-10]%) in 
2020. TKR’s market share s in value have decreased from  [20-30]% (volume: [10-
20]%) in 2017 to [10-20]% (volume: [10-20]%) in 2020. Combined, the Parties’ 
market shares in value have decreased from [20-30]% (volume: [20-30]%) in 2017 
to [20-30]% (volume: [20-30]%) in 2020.  Meanwhile, Digi has increased its mar ket 
share s in value from [40-50]% (volume: [40-50]%) in 2017 to [50-60]% (volume: 
[60-70]%) in 2020. Vodafone has decreased its market share s from [10-20]% 
(volume: [10-20]%) in 2017 to [10-20]% (volume: [10-20]%) in 2020. The overall 
market size has increased in value (from EUR […] to EUR […]) and slightly in 
volume (from […] to […] subscribers) between 2017 and 2020.   
(232)  Orange and TKR are  small retail supplier s of fixed audio visual services on the 
segment for cable TV in Romania . Orange’s market shares  in value have increased 
from [0-5]% (volume: [0-5]%) in 2017 to [0-5]% (volume: [0-5]%) in 2020. TKR’s 
market shares  in value have increased from [5-10]% in 2017 to [5-10]% in 2020  but 
have decreased in volume from [5-10]% in 2017 to [5-10]% in 2020.  Combi ned, the 
Parties ’ market shares in value have increased from [5-10]% (volume: [5-10]%) in 
2017 to [5-10]% (volume: [5-10]%) in 2020. Meanwhile, Digi has increased its 
market shares in value from [60-70]% (volume: [60-70]%) in 2017 to [70-80]% 
(volume: [70-80]%) in 2020. Vodafone has decre ased its market shares from [20-
30]% (volume: [10-20]%) in 2017 to [10-20]% (volume: [10-20]%) in 2020. The 
overall market size has increased in value (from EUR […] to EUR […]) and volume 
(from […] subscribers to […] subscribers) between 2017 and 2020.    
 
 
46 (233)  Table 10 sets out the Parties’ and their main competitors’ market on the market for 
the retail supply of audio visual services on  the segment for satellite TV in Romania 
by value and volume for the years 2017 to 2020.  
Table 10: Market shares on the market for the retail supply of audio visual 
services on the segment for satellite TV in Romania (2017 -2020)  
 2017 2018  2019  2020  
Market s hares in value (EUR ) 
Orange  [10-20]% [10-20]%  [10-20]%  [10-20]%  
TKR  [50-60]% [40-50]% [40-50]%  [40-50]%  
Combined  [60-70]% [60-70]%  [60-70]%  [60-70]%  
Digi [20-30]%  [20-30]%  [20-30]%  [20-30]%  
Vodafone  [10-20]%  [10-20]%  [5-10]%  [0-5]% 
Canal+ (Focusat)  - - [5-10]%  [10-20]% 
Freesat  - - [0-5]% [0-5]% 
Others  [0-5]% [0-5]% [0-5]% [0-5]% 
Total market  100.0% 100.0%  100.0%  100.0%  
Market s hares in volume (# of subscribers)  
Orange  [10-20]%  [10-20]%  [20-30]% [20-30]% 
TKR  [40-50]% [30-40]% [30-40]%  [30-40]%  
Combined  [50-60]% [50-60]%  [50-60]%  [50-60]%  
Digi [20-30]% [20-30]%  [20-30]%  [20-30]%  
Vodafone  [10-20]%  [10-20]%  [0-5]% [0-5]% 
Canal+ (Focusat)  - - [10-20]% [10-20]% 
Freesat  - - [0-5]% [0-5]% 
Others  [0-5]% [5-10]% [0-5]% [0-5]% 
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on ANCOM statistical report 2019, competitors ’ quarterly 
results and Parties ’ best estimates for 2020 shares  
(234)  Orange is the third largest retail supplier of fixed audio visual services on the 
segment for satellite TV in Romania while TKR is the largest retail supplier. 
Orange’s market shares  in value have increased from [10-20]% (volume: [10-20]% ) 
in 2017 to [10-20]%  (volume: [20-30]%) in 2020. TKR’s market shares  in value 
have decreased from [50-60]% (volume: [40-50]%) in 2017 to [40-50]% (volume: 
[30-40]%) in 2020.  Combined, the Parties’ market shares in value have increased 
from [60-70]% (volume: [50-60]%) in 2017 to [60-70]% (volume: [50-60]%) in 
2020. Meanwhile, Digi has de creased its market shares in value from [20-30]% in 
2017 to [20-30]% in 2020  but has increased its market shares in volume from [20-
30]% in 2017 to [20-30]% in 2020 . Vodafone held market shares in value of [10-
20]% (volume:  [10-20]% ) in 2017 but is absent from the segment in 2020 . The 
overall market size has decreased in value (from EUR […] to EUR […]) and volume 
(from […] subscribers to […] subscribers) between 2017 and 2020.  
(235)  With respect to IPTV, Orange is absent from the market for the retail supply  of fixed 
audio visual services on the segment for IP TV in Romania , while TKR is the largest 
supplier. TKR’s market shares  in value have increased from [90-100]% (volume: 
[90-100]%) in 2017 to [90-100]% (volume:  [90-100]%) in 2020.  Combined, the 
Parties’ market shares in value have increased from [90-100]% (volume: [90-100]%) 
in 2017 to [90-100]% (volume: [90-100]%) in 2020. Meanwhile, the Parties’ 
competitors have decreased their market shares in value from [5-10]% (volume: [5-
10]%) in 2017 to [0-5]% (volume: [0-5]%) in 2020. The overall market size has 
increased in value (from EUR […] to EUR […]) and volume (from […] to […]) 
between 2017 and 2020.    
 
 
47 (236)  Orange and TKR each are small retail suppliers in the market for the retail supply of 
fixed audio visual services on the segment for OTT services. Orange’s market shares 
in value have decreased from [5-10]% in 2017 to [0-5]% in 2020 but have increased 
in volume from [0-5]% in 2017 to [0-5]% in 2020 . TKR’s market shares  in value 
have decreased from [0-5]% (volume: [10-20]%) in 2017 to [0-5]% (volume: [10-
20]%) in 2020.  Combined, the Parties ’ market shares in value have de creased from 
[10-20]% (volume: [10-20]%) in 2017 to [5-10]% (volume: [10-20]%) in 2020. 
Meanwhile, the Parties’ competitors have in creased their market shares in value 
from [80-90]% (volume: [80-90]%) in 2017 to [90-100]% (volume: [80-90]%) in 
2020.  The overall market size has increased in value (from EUR […] to EUR […]) 
and volume from […] subscribers to  […] subscribers) between 2017 and 2020.    
(237)  The Parties confirm that, for the years 2017 to 2020, their market shares on the 
segment for the retail supply of Pay TV services do not differ significantly from their 
market shares on the overall market for TV services.160 
(238)  The Parties confirm that, for the years 2017 to 2020, their market shares on the  
hypothetical segments for the retail supply of i) basic Pay TV services; and ii) 
premium Pay TV services do not differ significantly from their market shares on the  
overall market for TV services.161 
(239)  Table 11 sets out the sets out the Parties’ and their main competitors’ market shares 
on the market for the retail supply of audio visu al services on the segment for linear 
services in Romania by value for the years 2017 to 2020.  
Table 11: Market  shares on the market for the retail supply of audio visual 
services on the segment for linear services in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market shares in value (E UR)  
Orange  [0-5]% [0-5]% [5-10]% [5-10]% 
TKR  [20-30]% [20-30]% [20-30]% [10-20]% 
Combined  [20-30]% [20-30]% [20-30]% [20-30]% 
Others  [70-80]% [70-80]%  [70-80]%  [70-80]%  
Total  100.0%  100.0%  100.0%  100.0%  
 
(240)  Orange is a small retail supplier of audio visual services of audio visual services on 
the segment for linear services, while TKR is one of the larger  suppliers. Orange’s 
market shares in value have increased from [0-5]% in 2017 to [5-10]% in 2020. 
TKR’s market shares  in value have decreased from [20-30]% in 2017 to [10-20]% in 
2020.  Combined, the Parties ’ market shares in value have de creased from [20-30]% 
in 2017 to [20-30]% in 2020. Meanwhile, the Parties’ competitors have in creased 
their market shares in value from [70-80]% in 2017 to [70-80]% in 2020.  The overall 
market size has increased in value (from EUR […] to EUR […]) between 2017 and 
2020.    
(241)  Orange and TKR both have had a marginal presence in the market for the retail 
supply of audio visual services on the segment for non -linear services from 2017 to 
2020. Orange’s market shares in value have decreased from [5-10]% in 2017 to [0-
                                                 
160  Parties’ reply to RFI 10  of 7 July 2021, question 1(a)i.  
161  Parties’ reply to RFI 10 of 7 July 2021, questions 1(a)i and 1(a)ii.  
 
 
48 5]% in 2020. T KR’s market shares in value have decreased from [0-5]% in 2017 to 
[0-5]% in 2020. Combined, the Parties’ market shares in value have decreased from 
[10-20]% in 2017 to [5-10]% in 2020. The Parties’ competitors have increased their 
market shares in value fr om [80-90]% in 2017 to [90-100]% in 2020. The overall 
market size has increased in value (from EUR […] to EUR […]) between 2017 and 
2020.   
5.3.5.  Retail supply of multiple play services  
(242)  Table 12 sets out  the Parties’ and their main competitors’ market shares on the 
market for the retail supply of multiple play services on the FMC segment excluding 
fLTE technology in Romania  by volume for the years 2019 to 2020 . 
Table 12: Market shares on the market for the retail supply of multiple play 
services on the FMC segment162 in Romania (20 19-2020)  
 2019  2020  
Market  shares in volume (# of households)  
Orange  [10-20]% [10-20]%  
TKR  [10-20]% [10-20]%  
Combined  [30-40]% [30-40]% 
Digi [50-60]% [50-60]% 
Vodafone  [10-20]%  [10-20]%  
Total segment  100.0%  100.0%  
Source : TKR customer information 2019, Orange  customer information 2019, survey conducted by 
Orange  in S2 2019 and Parties’ best estimates for 2020  
(243)  Orange is the third largest  retail supplier  of multiple play services on the FMC 
segment excluding fLTE technology in Romania  while TKR is the second largest 
supplier.  Orange’s market shares in volume have increased from [10-20]% in 2019 
to [10-20]% in 2020. TKR’s market shares in volume have decreased from [10-20]% 
in 2019 to [10-20]% in 2020. Combined, the Parties’ market shares in volume have 
decreased from [30-40]% in 2019 to [30-40]% in 2020.  Meanwhile, Digi has 
increased its market share s in volume from [50-60]% in 2017 to [50-60]% in 2020. 
Vodafone has decreased its market share s in volume from [10-20]% in 2017 to [10-
20]% in 2020. The overall market size has not changed significantly in volume  
(approximately […] households) between 2019 and 2 020.   
5.3.6.  Retail supply of business connectivity services  
(244)  Table 13 sets out  the Parties’ and their main competitors’ market shares on the 
market for the retail supply of business connectivity services in Romania  by value 
for the years 2017 to 2020 . 
                                                 
162  In line with Commission precedents regarding the product market for fixed internet access services, which 
exclude fixed internet  access services provided through mobile networks (i.e., fLTE) from the market, the Parties 
estimated the market shares for FMC bundles excluding fLTE from the fixed internet access services included in 
the FMC offer.  
 
 
49 Table 13: Market shares on the market for the retail supply of business 
connectivity services in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market shares in value  (E UR) 
Orange  [10-20]% [10-20]%  [10-20]%  [10-20]%  
TKR  [20-30]% [20-30]%  [20-30]%  [20-30]%  
Combined  [30-40]% [30-40]%  [30-40]%  [30-40]%  
Digi [30-40]% [30-40]%  [30-40]%  [30-40]%  
Vodafone  [10-20]%  [10-20]%  [10-20]%  [10-20]%  
GTS - - [5-10]% [0-5]% 
Combridge  - - [0-5]% [0-5]% 
Others  [5-10]% [5-10]% [0-5]% [0-5]% 
Total market  100.0 % 100.0 % 100.0 % 100.0%  
 Source : Parties’ best estimates based on IDC analysis and internal information  
(245)  Orange is the fourth largest  retail supplier  of business connectivity services while 
TKR is the second largest supplier.  Orange’s market shares in value have increased 
from [10-20]% in 2017 to [10-20]% in 2020. TKR’s market shares in value have 
increased from [20-30]% in 2017 to [20-30]% in 2020. Co mbined, the Parties’ 
market shares in value have increased from [30-40]% in 2017 to [30-40]% in 2020.  
Meanwhile, Digi has decreased its market share s in volume from [30-40]% in 2017 
to [30-40]% in 2020. Vodafone has increased its market share s in volume fr om [10-
20]% in 2017 to [10-20]% in 2020. The Parties’ other competitors (incl. GTS and 
Combridge) have increased their market shares in value from [5-10]% in 2017 to [5-
10]% in 2020. The overall market size has increased in value  (from EUR […] to 
EUR […]) between 2017 and 2020.    
(246)  Table 14 sets out  the Parties’ and their main competitors’ market shares on the 
market for the retail supply of business connectivity services on the segment for 
broadband access for large customers in Romania  in value for the years 2017 to 
2020 . 
Table 14: Market shares on the market for the retail supply of business 
connectivity services on the segment for broadband acces s for large customers 
in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market s hares in value  (E UR) 
Orange  [0-5]% [0-5]% [0-5]% [5-10]% 
TKR  [30-40]% [30-40]%  [30-40]%  [30-40]%  
Combined  [30-40]% [30-40]% [40-50]% [40-50]% 
Digi [40-50]% [40-50]%  [40-50]%  [40-50]%  
GTS - - [5-10]%  [5-10]%  
Combridge  - - [0-5]% [0-5]% 
Others  [10-20]% [10-20]% [5-10]%  [5-10]%  
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates  
(247)  Orange is the third largest  retail supplier  of business connectivity services on the 
segment for broadband access for large customers in Romania, while TKR is the 
second largest supplier. Orange’s market shares in value have increased from [0-5]% 
in 2017 to [5-10]% in 2020. TKR’s market shares in v alue have increased from [30-
40]% in 2017 to [30-40]% in 2020. Combined, the Parties’ market shares in value 
have increased from [30-40]% in 2017 to [40-50]% in 2020.  Meanwhile, Digi has 
decreased its market shares in value from [40-50]% in 2017 to [40-50]% in 2020. 
 
 
50 The Parties’ other competitors (incl. GTS and Combridge) have decreased their 
market  shares in value from [10-20]% in 2017 to [10-20]% in 2020. The overall 
market size has increased in value (from EUR […] to EUR […]) between 2017 and 
2020.    
(248)  Table 15 sets out  the Parties’ and their main competitors’ market  shares on the 
market for the retail supply of business connectivity services on the segment for 
leased lines in Romania  by value for th e years 2017 to 2020 . 
Table 15: Market shares on the market for the retail supply of business 
connectivity servic es on the segment for leased lines  in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market s hares in value  (E UR) 
Orange  [10-20]% [5-10]%  [10-20]% [5-10]%  
TKR  [60-70]% [50-60]% [50-60]%  [50-60]%  
Combined  [70-80]% [60-70]% [60-70]%  [60-70]%  
GTS - - [20-30]% [20-30]% 
Combridge  - - [0-5]% [0-5]% 
Others  [20-30]% [30-40]%  [5-10]%  [5-10]%  
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on IDC analysis and internal information.  
(249)  Orange is the third  largest  retail supplier  of business connectivity services on the 
segment for leased lines while TKR is the largest supplier . Orange’s market shares in 
value have dec reased from [10-20]% in 2017 to [5-10]% in 2020. TKR’s market 
shares in value have decreased from [60-70]% in 2017 to [50-60]% in 2020. 
Combined, the Parties’ market shares in value have decreased from [70-80]% in 
2017 to [60-70]% in 2020.  Meanwhile, the Parties’ competitors (incl. GTS and 
Combridge) have increased their market shares in value from [20-30]% in 2017 to 
[30-40]% in 2020. The overall market size has decreased in value (from EUR […] to 
EUR […]) between 2017 and 2020.  
(250)  Table 16 sets out  the Parties’ and their main competitors’ market shares on the 
market for the retail supply of business connectivity services on the segment for 
VPN services in Romania  by value for the years 2017 to 2020.  
Table 16: Market shares on the market for the retail supply of business 
connectivity services on the segment for VPN services Romania (2017 -2020)  
 2017  2018  2019  2020  
Market s hares in value  (E UR) 
Orange  [10-20]%  [10-20]%  [10-20]%  [10-20]%  
TKR  [10-20]%  [10-20]%  [10-20]%  [10-20]%  
Combined  [20-30]% [30-40]% [30-40]% [20-30]% 
Digi [20-30]%  [20-30]%  [20-30]%  [20-30]%  
Vodafone  [30-40]%  [30-40]%  [30-40]%  [30-40]%  
GTS - - [0-5]% [0-5]% 
Combridge  - - [0-5]% [0-5]% 
Others  [10-20]%  [10-20]%  [5-10]%  [5-10]%  
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on IDC analysis and internal information.  
(251)  Orange is the third largest retail supplier  for the supply of business connectivity 
services on the segment for VPN services in Romania , while TKR is the fourth  
largest supplier. Orange’s  market shares in value have increased from [10-20]% in 
2017 to [10-20]% in 2020. TKR’s market shares in value h ave decreased from [10-
 
 
51 20]% in 2017 to [10-20]% in 2020. Combined, the Parties’ market shares in value 
were at [20-30]% in 2017 and 2020 but were  higher in the meantime (2018: [30-
40]%; 2019: [30-40]%). Meanwhile, Digi has decreased its market shares in va lue 
from [20-30]% in 2017 to [20-30]% in 2020. Vodafone has decreased its market 
shares in value from [30-40]% in 2017 to [30-40]% in 2020. The Parties’ other 
competitors (incl. GTS and Combridge) have increased their  market shares in value 
from [10-20]% in 2017 to [10-20]% in 2020.  The overall market size has decreased 
slightly in value (from EUR […] to EUR […]) between 2017 and 2020.  
5.3.7.  Wholesale supply of leased lines  
(252)  Table 17 sets out  the Parties’ and their main competitors’ market shares on the 
market for the wholesale supply of leased lines in Romania  by volume for the years 
2017 to 2020 . 
Table 17: Market shares on the market for the wholesale supply of leased lines 
in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market shares in volume (# of lines)  
Orange  [0-5]% [0-5]% [0-5]% [0-5]% 
TKR  [20-30]%  [20-30]%  [20-30]%  [20-30]%  
Combined  [20-30]% [20-30]%  [20-30]%  [20-30]%  
Others  [70-80]% [70-80]%  [70-80]%  [70-80]%  
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on ANCOM statistical report 2019 and Parties' best estimates 
for 2020 market shares  
(253)   Orange’s market shares in volume have decreased from [0-5]% in 2017 to [0-5]% in 
2020. TKR’s market shares in volume have decreased from [20-30]% in 2017 to [20-
30]% in 2020. Combined, the Parties’ market shares in volume have decreased from 
[20-30]% in 20 17 to [20-30]% in 2020.  The overall market size has increased in 
volume  (from […] to […] lines)  between 2017 and 2020.    
(254)  Orange is a small wholesale supplier  of leased lines on the segment for trunk 
services in Romania  while TKR’s presence is marginal . Orange’s market shares in 
volume have increased from [0-5]% in 2017 to [0-5]% in 2020. TKR’s market shares 
in volume were at [0-5]% in 2017, 2019 and 2020 but were slightly higher in 2018 . 
Combined, the Parties’ market shares in volume have increased from [0-5]% in 2017 
to [0-5]% in 2020.  The overall market size has increased in volume (from […] to 
[…] lines) between 2017 and 2020.    
(255)  Table 18 sets out the Parties’ and their main competitors’ market  shares on the 
market for the wholesale supply of leased lines on the segment for termination 
services in Romania by volume for the year s 2017 to 2020.  
 
 
52 Table 18: Market shares on the market for the wholesale supply of leased lines 
on the segme nt for termination  services in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market s hares in volume (# of subscribers)  
Orange  [0-5]% [0-5]% [0-5]% [0-5]% 
TKR  [30-40]% [30-40]% [20-30]%  [20-30]%  
Combined  [30-40]% [30-40]%  [30-40]%  [30-40]%  
Others  [60-70]% [60-70]%  [60-70]%  [60-70]%  
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on ANCOM statistical report 2019 and Parties' best estimates 
for 2020 shares  
(256)  Orange is a small wholesale supplier of leased lines on the segment for termination 
services in Romania, while TKR is among the larger wholesale suppliers. Orange’s 
market shares in volume  have decreased from [0-5]% in 2017 to [0-5]% in 2020. 
TKR’s market shares in volume have decreased from [30-40]% in 2017 to [20-30]% 
in 2020. Combined, the Parties’ market shares in volume have decreased from [30-
40]% in 2017 to [30-40]% in 2020.  The over all market size has increased in volume  
(from […] to […] subscribers)  between 2017 and 2020.  
(257)  Table 19 sets out the Parties’ and their main competitors’ market  shares on the 
market for the wholesale supply of leased lines on the segment for leased lines with 
bandwidth above 2MBit/s in Romania b y volume for the years 2017 to 2020.  
Table 19: Market shares on the market for the wholesale supply of leased lines 
on the segme nt for leased lines with bandwidth above 2  MBit/s in Romania 
(2017 -2020)  
 2017  2018  2019  2020  
Market s hares in volume (# of subscribers)  
Orange  [0-5]% [0-5]% [0-5]% [0-5]% 
TKR  [20-30]%  [20-30]%  [20-30]%  [20-30]%  
Combined  [30-40]% [20-30]% [20-30]%  [20-30]%  
Others  [60-70]%  [70-80]% [70-80]%  [70-80]%  
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on ANCOM statistical report 2019 and Parties' best estimates 
for 2020 shares  
(258)  Orange is a small wholesale supplier of leased lines on the segment for leased lines 
with bandwidth above 2  Mbit/s in Romania, while TKR is among the  larger 
wholesale suppliers. Orange’s market shares in volume have decreased from [0-5]% 
in 2017 to [0-5]% in 2020. TKR’s market shares in volume have decreased from 
[20-30]% in 2017 to [20-30]% in 2020. Combined, the Parties’ market shares in 
volume have decreased from [30-40]% in 2017 to [20-30]% in 2020.  The overall 
market size has increased in volume (from […] to […] subscribers) between 2017 
and 2020.    
(259)  Orange is a small wholesale supplier of leased lines on the segment for leased lines 
with bandwidth below 2 Mbit/s in Romania , while TKR is among the larger 
suppliers. Orange’s market shares in volume have increased from [0-5]% in 2017 to 
[0-5]% in 2020. TKR’s market shares in volume have increased from [5-10]% in 
2017 to [10-20]% in 2020. Combined, the Parties’ market shares in volume have 
increased from [10-20]% in 2017 to [10-20]% in 2020.  The overall market size has 
decreased in volume (from […] to […] subscribers) between 2017 and 2020.  
 
 
53 (260)  Table 20 sets out the Parties’ and their main competitors’ market  shares on the 
market for the wholesale supply of leased lines on the segment for active 
infrastructure in Romania by volume for the years 2017 to 2020.  
Table 20: Market shares on the market for the wholesale supply of leased l ines 
on the segment for active infrastructure in Romania (2017 -2020)  
 2017  2018  2019  2020  
Market shares in volume (# of subscribers)  
Orange  [0-5]% [0-5]% [0-5]% [0-5]% 
TKR  [30-40]% [30-40]%  [30-40]%  [20-30]%  
Combined  [30-40]%  [30-40]%  [30-40]%  [30-40]%  
Others  [60-70]%  [60-70]%  [60-70]%  [60-70]%  
Total market  100.0%  100.0%  100.0%  100.0%  
Source : Parties’ best estimates based on ANCOM statistical report 2019 and Parties' best estimates 
for 2020 shares  
(261)  Orange is a small wholesale supplier of leased lines on the segment for active 
infrastructure, while TKR is among the large st wholesale suppliers.  Orange’s market 
shares in volume have decreased from [0-5]% in 2017 to [0-5]% in 2020. TKR’s 
market shares in volume have decreased from [30-40]% in 2017 to [20-30]% in 
2020. Combined, the Parties’ market shares in volume have decreased from [30-
40]% in 2017 to [30-40]% in 2020. The overall market size has slight ly decreased in 
volume (from […] to […] subscribers) between 2017 and 2020.    
(262)  With respect to the segments i)  leased lines with traditional interfaces ; and ii)  
Ethernet services with guaranteed bandwidth , the Parties submit to be unable to 
provide respecti ve market share estimates . However, they confirm they have no 
reason to believe that their market shares in such segments would differ significantly 
from their market shares on the market for the wholesale supply of leased lines.163 
(263)  With respect to the segme nts i) wireless; ii) fibre; and iii) copper lines, t he Parties 
submit to be unable to provide respective market share estimates. However, Orange 
does not supply copper -based wholesale leased lines while TKR does not supply 
wireless wholesale leased lines. Both Parties supply fibre wholesale leased lines, 
which the Parties consider the main segment in the overall market. The Parties 
confirm they have no reason to believe that their market shares in such segments 
would differ significantly from their market s hares on the overall market for the 
wholesale supply of leased lines.164 
(264)  Orange and TKR are both absent from the market for the wholesale supply of leased 
lines on the segment for passive infrastructure in Romania. Consequently, their 
respective market share s from 2017 to 2020 were null. The overall market size has 
increased in volume between 2017 and 2020.  
 
 
                                                 
163   Parties’ reply to RFI 11 of 22 Jul y 2021, question 1(d)i.  
164   Parties’  reply to RFI 11 of 22 July 2021, question 1(d)ii.  
 
 
54 5.3.8.  Wholesale supply and acquisition of TV channels  
Supply side  
(265)  TKR indicates that it has only marginal activities in the wholesale supply of TV 
channels – the provision of branded TV to Orange via the […] agreement165 and very 
limited supply of TV channels to smaller internet service providers (“ ISPs”) where 
TKR is competing with the big channel providers such as ProTV, Clever Media 
(Look TV), etc. Its share on this market is thus marginal and in any event 
significantly below 30%.166 
(266)  TKR indicates that its share is below 30% in any plausible segmentations , including 
in particular in the segment for the wholesale supply of sports TV channels.167 
(267)  With respect to the segments i) linear TV channels; and ii) non -linear TV channels, 
the Parties submit to be unable to provide respective market share estimates. On t he 
supply side, they further submit that Orange is not active on such market while TKR 
only supplies linear TV channels with a market share well below 20%. 168 
Acquisition side  
(268)  Table 21 sets out  the Parties’ and their main competitors’ market shares on the 
market for the wholesale supply and acquisition of TV channels ( acquisition  side) in 
Romania  by value and volume for the year 2020 . 
Table 21: Mar ket shares  on the market for the wholesale supply and acquisition 
of TV channels ( acquisition  side) in Romania ( 2020)  
 Orange  TKR  Combined  Others  Total 
market  
Overall acquisition of Pay 
TV channels  Value  [5-10]% [10-20]%  [20-30]% [70-80]% 100%  
Volume  [5-10]% [10-20]%  [20-30]% [70-80]% 100%  
Cable  Value  [0-5]% [5-10]%  [5-10]% [90-100]% 100%  
Volume  [0-5]% [5-10]%  [5-10]% [90-100]% 100%  
Satellite/ DTH  Value  [10-20]% [40-50]% [60-70]% [30-40]% 100%  
Volume  [20-30]% [30-40]% [50-60]% [40-50]% 100%  
IPTV  Value  [0-5]% […] [90-100]%  [90-100] % [0-5]% 100%  
Volume  [0-5]% […] [90-100]%  [90-100] % [0-5]% 100%  
OTT  Value  [0-5]% [0-5]% [5-10]% [90-100]% 100%  
Volume  [0-5]% [10-20]% [10-20]% [80-90]% 100%  
Source:  Parties’ estimates based on market shares on the market for the retail supply of audio visual 
services  in 2020 , Commission’s calculations with respect to competitors’ market shares and total 
market based on data provided by the Parties.   
(269)  In the market for  the wholesale supply and acquisition of Pay TV channels 
(acquisition side), Orange’s market shares in value were at [5-10]% (volume: [5-
10]%) in 2020. TKR’s market shares in value were at [10-20]% (volume: [10-20]%) 
in 2020. Combined, the Parties’ market shares in value were at [20-30]% (volume: 
[20-30]%) in 2020. The Parties submit that they are not able to estimate the total 
market size due to a lack of public information.  
                                                 
165  The […] Agreement is a hosting agreement enabling Orange to access part of TKR’s fixed network.  
166  Parties’ reply to RFI 10 of 7 July 2021, question 1(b)i.  
167  Parties’ reply to RFI 10 of 7 July 2021, question 1(b)ii.  
168   Parties’  reply to RFI 11 of 22 July 2021, question 1(e)i.  
 
 
55 (270)  In the market for the wholesale supply and acquisition of Pay TV channels 
(acquisition side) on the cable segment, Orange’s market shares in value were at [0-
5]% (volume: [0-5]%) in 2020. TKR’s market shares in value were at [5-10]% 
(volume: [5-10]%) in 2020. Combined, the Parties’ market share s in value were at 
[5-10]% (volume: [5-10]%) in 2020.  
(271)  In the market for the wholesale supply and acquisition of Pay TV channels 
(acquisition side) on the satellite/ DTH segment Orange’s market shares in value 
were at [10-20]% (volume: [20-30]%) in 2020. TK R’s market shares in value were 
at [40-50]% (volume: [30-40]%) in 2020. Combined, the Parties’ market shares in 
value were at [60-70]% (volume: [50-60]%) in 2020.  
(272)  In the market for the wholesale supply and acquisition of Pay TV channels 
(acquisition side)  on the IP  TV segment, Orange’s market shares in value and 
volume were […] in 2020. TKR’s market shares in value were at [90-100]% 
(volume: [90-100]%) in 2020. Combined, the Parties’ market shares in value were at 
[90-100]% (volume: [90-100]%) in 2020.  
(273)  In the market for the wholesale supply and acquisition of TV channels (acquisition 
side) on the OTT segment, Orange’s market shares in value were at [0-5]% (volume: 
[0-5]%) in 2020. TKR’s market shares in value were at [0-5]% (volume: [10-20]%) 
in 2020. Comb ined, the Parties’ market shares in value were at [5-10]% (volume: 
[10-20]%) in 2020.  
(274)  With respect to a segmentation between i) FTA TV channels; ii) and Pay TV 
channels, the Parties submit that they are not active in the wholesale supply of FTA  
TV channels as well as that FTA TV is practically inexistent on the retail level in 
Romania.169  
(275)  With respect to a segmentation between i) basic Pay TV; and ii) premium Pay TV, 
the Parties submit to be  unable to provide such market share estimates  but that they 
have no reason to believe that such market shares would differ significantly from 
their market shares on the overall market for wholesale and acquisition of TV 
channels.170  
(276)  With respect to a segmentation by genre, the Parties submit to be una ble to provide 
such market share estimates but that they have no reason to believe that such market 
shares would differ significantly from their market shares on the overall market for 
wholesale and acquisition of TV channels.171  
(277)  With respect to the segment s i) linear TV channels; and ii) non -linear TV channels, 
the Parties submit to be unable to provide respective market share estimates. The 
Parties confirm they have no reason to believe that their market shares on such 
segments would differ significantly f rom their market shares on the overall market 
for wholesale supply and acquisition of TV channels.172 
                                                 
169   Form CO, paragraph 326.  
170   Parties’ reply to RFI 13 of 23 July 2021, question 1.  
171   Parties’ reply to RFI 13 of 23 July 2021, que stion 1.  
172   Parties’ reply to RFI 11 of 22 July 2021, question 1(e)i.  
 
 
56 5.3.9.  Wholesale supply of call termination services on fixed networks  
(278)  Both Orange  and TKR are active on the market for wholesale supply  of call 
termination servic es on fixed networks and each have a 100% market share as each 
individual fixed network constitutes a separate product market.  
5.3.10.  Wholesale supply of termination and hosting of calls to non -geographic numbers  
(279)  Orange does not derive any revenues from the term ination and hosting of calls to 
non-geographic numbers in Romania. TKR derived f rom this market revenues 
amounting to  EUR […] in 2017, EUR […] in 2018 and EUR […] euros in 2019.  
5.3.11.  Wholesale supply of domestic call transit services on fixed networks  
  
(280)  Orange is absent from the  market for the wholesale supply of domestic call transit 
services on fixed networks , while TKR is the largest supplier . Orange’s market 
shares in volume were […] in 2019. TKR’s market shares in volume were at [50-
60]% in 2019. Com bined, the Parties’ market shares in volume were at [50-60]% in 
2019.  Meanwhile, the Parties’ competitors held a market share s in volume of [40-
50]% in 2019.  
5.3.12.  Supply of global telecommunications services  
(281)  Orange has a marginal presence on the market for the  wholesale supply of global 
telecommunications services, while TKR has on presence on such market.  
(282)  With respect to the segments for i) retail supply of such services; and ii) wholesale 
supply of such services, the Parties submit to be unable to provide re spective market 
share estimates. However, they confirm that their cumulated market shares in any of 
such segments would fall below 20%.173 
(283)  With respect to the segments for i) lease of transmission capacity; and ii) provision 
of related services to third part ies, they Parties submit to be unable to provide 
respective market share estimates. However, they confirm that their cumulated 
market shares in any of such segments would fall below 20%.174 
5.3.13.  Wholesale supply of internet connectivity services  
(284)  From 2019 to 2020 , Orange ’s presence in the market for the wholesale supply of 
internet connectivity services has been  marginal while TKR has had no presence in 
such market . 
(285)  With respect to the segments i) transit services; ii) peering services; iii) Tier -1 transit 
service s; and iv) Tier -2 transit services, the Parties submit to be unable to provide 
respective market share estimates. However, they confirm that their cumulated 
market shares in any of such segments would fall below 20%.175 
                                                 
173   Parties reply to RFI 11 of 22 July 2021, questions 1(h)i.  
174   Parties reply to RFI 11 of 22 July 2021, question 1(h)ii.  
175   Parties’ reply to RFI 11 of 22 July 2021, quest ions 1(g)i  and 1(g)ii.  
 
 
57 5.3.14.  Wholesale supply of access and call te rmination services on mobile networks  
(286)  Both Orange  and TKR are active on the market for wholesale supply of access and 
call termination services on mobile networks and each holds a market share of  100%  
as each individual fixed network constitutes a separate product market.  
5.3.15.  Wholesale supply of access and call origination services on mobile networks  
(287)  None of the Parties are active on the market for the wholesale supply of access and 
call origination servic es on mobile networks . TKR does not operate a mobile 
network and Orange is not currently active on this market as it does not host any 
other operator on its mobile network. Post -Transaction, however, Orange is to 
replace TRMC and host TKR on its mobile net work.176  
5.3.16.  Wholesale supply of international roaming services  
(288)  TKR is not active on the market for the wholesale supply of international roaming 
services  as it does not operate a mobile network. Orange provides international 
roaming services in all countries w here it is active as an MNO.  
5.4. Horizontal assessment  
5.4.1.  Introduction  
(289)  Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in  a substantial part of it, in particular through the creation 
or strengthening of a dominant position. In this respect, a merger may entail 
horizontal and/or vertical effects.177  
(290)  Horizontal effects are those deriving from a concentration where the undertaki ngs 
concerned are actual or potential competitors of each other in one or more of the 
relevant markets concerned. The Commission appraises such  effects in accordance 
with the guidance set out in the relevant notice, that is to say the Horizontal Merger 
Guidelines.178 
(291)  The Horizontal Merger Guidelines describe horizontal non -coordinated effects as 
follows: " A merger may significantly impede effective competition in a market by 
removing important competitive constraints on one or more sellers who 
consequently ha ve increased market power. The most direct effect of the merger will 
be the loss of competition between the merging firms. For example, if prior to the 
merger one of the merging firms had raised its price, it would have lost some sales 
to the other merging  firm. The merger removes this particular constraint. Non -
merging firms in the same market can also benefit from the reduction of competitive 
                                                 
176   As for the possible consequences , for the wholesale market for the supply of access and call origination services 
on mobile network ( on which TRMC is active) , of the transfer of the minority shareholding in TRMC from TKR 
to Orange , the Commission has assessed the possible impact of such minority shareholding on such wholesale 
market (see paragraph (320) , below) and considers that such divestit ure by Orange ensures that TRMC remains 
active on the market as MVNO host.  
177  Vertical effects are those deriving from a concentration where the undertakings concerned are active on different 
or multiple levels of the supply chain. A concentration may inv olve both types of effects.  
178   Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelines"), OJ C 31,05.02.2004.  
 
 
58 pressure that results from the merger, since the merging firms’ price increase may 
switch some demand to the rival  firms, which, in turn, may find it profitable to 
increase their prices. The reduction in these competitive constraints could lead to 
significant price increases in the relevant market ".179 
(292)  Generally, a merger giving rise to such non -coordinated effects woul d significantly 
impede effective competition by creating or strengthening of the dominant position 
of a single firm, one which, typically, would have an appreciably larger market share 
than the next competitor post -merger.  
(293)  However, under the substantive te st set out in Article 2(2) and (3) of the Merger 
Regulation, mergers that do not lead to the creation or the strengthening the 
dominant position of a single firm may create competition concerns in oligopolistic 
markets. Indeed, the Merger Regulation recogn ises that in oligopolistic markets, it is 
all the more necessary to maintain effective competition.180 This is in view of the 
more significant consequences that  mergers may have on such markets. For this 
reason, the Merger Regulation  provides that: " under ce rtain circumstances, 
concentrations involving the  elimination of important competitive constraints that 
the merging parties had  exerted upon each other, as well as a reduction of 
competitive pressure on the  remaining competitors, may, even in the absence of a 
likelihood of  coordination between the members of the oligopoly, result in a 
significant  impediment to effective competition ."181 
(294)  Paragraph 24 of the Horizontal Merger Guidelines, which sets out the  economic 
rationale underlying non -coordinated anti -competitive effects in  horizontal mergers, 
states that a merger may significantly impede effective competition  in a market by  
removing important competitive constraints on one or more firms. This  paragraph 
furthermore clarifies that the most direct effect of the merger will be  the loss of 
competition between the merging firms. In order to assess whether a  notified merger 
will result in a significant impediment of effective competition  on the  basis of non -
coordinated effects,  the Commission therefore needs to a nalyse prim arily the extent 
of the  competitive constraint imposed pre -merger by each of the merging parties on  
each other. The following sentence of paragraph 24 of the Horizontal Merger  
Guidelines clarifies that the removal of the rivalry between the part ies may  have 
consequences also on the other players, who may find it profitable to  increase their 
prices. The ultimate effect would thus typically be price increases  by the merging 
parties but also by competitors in the relevant market.  
(295)  The Commission carr ies out an overall assessment of the likely effects of the  
Transaction arising from the elimination of important competitive constraints,  taking 
into consideration the overall body of evidence in its file. The  conclusion that a 
transaction leads to a signi ficant impediment of effective  competition is reached 
taking into account the degree to which all the relevant  factors, including the ones 
                                                 
179   Horizontal Merger Guidelines, pa ragraph 24.  
180   Merger Regulation, recital 25.  
181  Merger Regulation, recital 25. Similar wording is also found in paragraph 25 of the Horizontal Merger 
Guidelines. See also Commission decision of 2 July 2014 in case M.7018 – Telefónica Deutschland/E -Plus, 
recital 113; Commission decision of 28 May 2014 in case M.6992 – Hutchison 3G UK/Telefónica Ireland , recital 
179; Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G Austria/Orange Austria , recital 
88.  
 
 
59 listed in paragraphs 27 - 38 of the Horizontal  Merger Guidelines, are present in the 
case under consideration.  
(296)  The Ho rizontal Merger Guidelines list a number of factors which may  influence 
whether or not significant horizontal non -coordinated effects are  likely to result from 
a merger. However, not all of these factors need to be  present to make significant 
non-coordinat ed effects likely and it is not an  exhaustive list.182 
(297)  Among the factors listed in the Horizontal Merger Guidelines are included: the  large 
market shares of the merging firms; the fact that the merging firms are  close 
competitors; the limited possibilities f or customers to switch suppliers;  the fact that 
the merged entity would be able to hinder expansion by  competitors; and the fact 
that the merger would eliminate an important  competitive force.183 
(298)  As regards the elimination of an important competitive force, according to the  
Horizontal Merger Guidelines, some firms have more of an influence on the  
competitive process than their market share would suggest. A merger involving  such 
a firm may change the competitive dynamics in a significant  anticompetitive way, i n 
particular in a market  that is already concentrated .184 In this respect, paragraph 37 of 
the Horizontal Merger Guidelines refers to the  example of a firm that is a recent 
entrant on the market, and is expected to  exert significant competitive pressure in t he 
future. There may, however, also  be other situations where a merger may lead to 
significant non -coordinated  effects by removing an important competitive force.  
(299)  Finally, the Horizontal Merger Guidelines describe a number of factors, which  could 
counterac t the harmful non -coordinated effects of the merger on  competition, that is, 
the likelihood of buyer power, entry, efficiencies and the  fact that one of the merging 
parties is a failing firm ("failing firm defence").   
5.4.2.  Horizontal non -coordinated effects in the r etail supply of mobile telecommunications 
services  
5.4.2.1.  The Notifying Party’s view  
(300)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the retail market for the supply of mobile 
telecommu nications services in Roman ia for the following reasons .  
(301)  First,  the mobile telecommunications  market is already mature and the Notifying 
Party expects it to be saturated within the next few years (2 to 3 years ), because the 
penetration  for mobile services  has stagn ated/decreased in the last years  (from 124% 
in 2018 to 121% in 2020 ). Furthermore, because it is mature, t he market experiences 
a fierce competition on price, which results in the lowest Average Revenue Per U ser 
(“ARPU”) of continental Europe .  
(302)  Second, Orange and TKR are not close competitors. TKR is only active as an 
MVNO on the basis of a contract it has with TRMC, and only provides mobile 
telecommunications services as part of FMC offers. Orange however, is mainly a 
                                                 
182  Horizontal Merger Guidelines, pa ragraph 26.  
183  Horizontal Merger Guidelines, paragraphs 27 et seq.  
184  Horizontal Merger Guidelines, paragraph 37.  
 
 
60 mobile operator offering sta ndalone mobile services, and genuine mobile operators 
such as Digi or Vodafone exert very significant competitive constraints on Orange. 
Vodafone’s market positioning is similar to that of Orange ( i.e. premium/high 
quality offerings) , and Digi which is act ing as a maverick  player , tends to price more 
aggressively.  
(303)  After the proposed Transaction, instead of relying on TRMC’s network , TKR will 
rely on Orange’s network  and the increment brought about by the Transaction will 
be minimal  ([…]). Therefore, the proposed Transaction will have no impact on the 
competition structure of the market  and Orange will continue to face intense  
competition.   
5.4.2.2.  The Commission’s assessment  
(304)  The Commission assessment and investigation have focus ed on whether the addition 
of TKR to Orange may cause anticompetitive effects .  
Competitive conditions  in Romania  
(305)  In relation to the effects on competition of the combination of TKR and Orange , the 
Commission first observes that  Transaction results in a relatively small market share 
increment , representing  less than [0-5]% ([0-5]% by value and [0-5]% by volume in 
2020) of the market for the retail supply of mobile telecommunications services in 
Romania.  
(306)  Second , the Transaction will not affect the number of MNO s active on the market, 
which will remain at four (Orange /TKR , Vodafone, Digi and TRMC ). The market 
shares of merged entity’s three competitors will range from [10-20]% to [30-40]%; 
Vodafone ( [30-40]% market sh are by value, [20-30]% by volume) and Digi ( [10-
20]% market share by value, [10-20]% by volume)  and TRMC ([10-20]% standalone 
market share by value , [10-20]% by volume).  
(307)  Third, b ased on the results of the market investigation, t he Parties do not appear to 
be each other ’s closest competitors. In fact, th e majority of respondents to the market 
investigation identifies Vodafone and Digi as the closest competitors of both Orange 
and TKR.185 Those statement s are supported by the rankings that respondents have 
attributed to the MNOs active in Romania, where the majority of respondents do not 
rank the Parties next to each other on the main qualitative parameters ( i.e. price, 
quality of service, mobile data allowance, discounts and promotions and availability 
of bundled offers).186 In addition, the majority of respon dents identifie d Digi as the 
most aggressive player on the retail mobile market, in terms of pricing and 
commercial strategy.187  
(308)  All respondents agree on the fact that Romanian mobile users are price -sensitive.188 
This element explains  the fact, highlighted b y the Parties  in their submissions , that 
Romania has the lowest ARPU in continental Europe.  The market investigation 
further reveals that users of mobile services  do switch (a respondent indicated that 
                                                 
185  Replies to Questionnaire Q1 to competitors, questions 40.1 and 40.2.  
186  Replies to Questionnaire Q1 to competitors, question 41.  
187  Replies to Questionnaire Q1 to competitors, question 42.  
188  Replies to Questionnaire Q1 to competitors, question 44.  
 
 
61 they often do so)  for reasons linked to price and to t he quality of the service.189 In 
this respect, the majority of respondents agree that  there are no major barriers to 
switching operator.190 
(309)  In general, the market investigation indicate d that the Romanian market for retail 
telecommunications services is charac terised by  aggressive competition , where “ all 
operators are regularly offering rebates resulting in the other operators often also 
offering rebates in turn ”,191 where “ all operators are fighting on the offers battle, all 
the time ”192 and where “ each of the operator s has sustained and creative commercial 
campaigns [and]  there is solid competition on the market ”.193  
Impact of the Transaction on TRMC  
(310)  The Transaction will have a direct impact on TRMC, for several reasons. First,  the 
Transaction entails the transf er to Orange of a number of convergent customers of 
TKR (approximately […] users) previously hosted on TRMC’s mobile network  
though an MVNO agreement between TRMC and T KR. Second, that agreement  will 
be novated to Orange following the Transaction , result ing in a loss of wholesale 
revenues for TRMC . Third , the Transaction creat es a structural link between Orange 
and TRMC , as a consequence of the 30% shareholding that TKR currently holds in 
TRMC.   
(311)  Notwithstanding the fact that four MNOs will remain active on the market post-
Transaction , the Commission has sought to assess whether  the Transaction may 
nonetheless lead to a reduction of competition  as a consequence of a  potential  
weakening of TRMC and /or of the structural link the Transaction will create 
between Orange and TRMC.  
(312)  First,  through the Transaction, the MVNO agreement currently in place between 
TRMC and T KR will be novated to Orange.  This accounted for approximately  
[…]% of TRMC’s 2020 revenues, and approximately  […]% of the users hosted on 
its mobile n etwork , which were hosted on its network  on behalf of TKR, i.e., 
predominantly convergent customers that also subscribed to fixed services with 
TKR.   
(313)  With respect to the possibility  that the Transaction may weaken  TRMC  as a 
competitive force in the retail  mobile market in Romania, the majority of 
respondents to the market investigation expressed negative expectations as to 
TRMC’s business perspectives as a standalone operator after the Transaction. One 
respondent observed  that TRMC “ will lose an important part from its subscribed 
customers ”194 while a nother one stated that  “TRMC as a mobile -only service 
provider would become insignificant on the market ”.195   
                                                 
189  Replies to Questionnaire Q1 to competitors, questions 46, 46.1 and 47.  
190  Replies to Questionnaire Q1 to competitors, question 48.  
191  Reply to Q1 to competitors, question 51.1.  
192  Reply to Q1 to competitors, question 51.1.  
193  Reply to Q1 to competitors, question 51.1.  
194  Reply to Questionnaire Q1 to competitors, question 83.1.  
195  Reply to Questionnaire Q1 to competitors, question 83.1.  
 
 
62 (314)  However, t he Commission first observes that TRMC will not lose any of its own 
direct mobile customers a s a result of the Transaction. It will rather lose wholesale 
revenues previously received from TKR under the MVNO agreement. As a result, 
the transfer of the MVNO relationship with TKR to Orange  will free up space on 
TRMC’s network, whic h the Notifying Party  argues  will increase TRMC’s incentive 
to compete for additional customers,  […].196  
(315)  In addition , in order to safeguard its viability as a standalone operator , Deutsche 
Telekom, the ultimate parent company of TRMC , has provided detailed  evidence 
[…]. Deutsche Telekom’s claims are all the more realistic  that […].197 
(316)  As a result , the Commission considers that, in view of the evidence presented by the 
Parties , TRMC will not lose an important part of its own customer base, and it will 
have the capacity  to operate and be competitive as a standalone , mobile -only MNO 
post-Transaction . This conclusion is further supported by the fact that  a majority of 
the respondents to the market investigation  confirmed that mobile  operator s do not 
necessarily  need to offer bundled packages  to be competitive .198  
(317)  Second,  the Transaction establishes a structural link between Orange and TRMC, as 
a consequence of the 30%  minority shareholding TKR currently holds in TRMC.  
TRMC has a market share of [10-20]% by value and [10-20]% by volume in 2020 in 
the retail mobile  market in Romania. Had this been a controlling stake, the 
Transaction would have led to a significant combined share on the retail mobile 
market in Romania ( [50-60]% by value and [50-60]% by volume, with an increment 
above [10-20]%). However, this minority stake will not give Orange a veto right 
over TRMC’s strategic business decisions , and will therefore not enable  Orange to 
exercise decisive influence over TRMC .  
(318)  Nevertheless , by virtue of its minority s take in TRMC, Orange will obtain board 
representation rights, information rights as well as certain veto rights . The 
Commission considers that the exercise of such rights gives rise to  competition 
concerns in the Romanian  retail mobile market.   
(319)  Firstly, Orange and TRMC are two out of four MNOs in Romania, respectively 
ranked first and third in value.  Through information rights  associated with the 
minority stake in TRMC, Orange would therefore gain access to the strategic 
knowledge of one of its three main competitors.  For example, […].199 Information 
on TRMC’s future commercial strategies could thus be used by Orange not only to 
obtain an advantage for its own business b ut also to make it more difficult for 
Deutsche Telekom to ensure the viability of and pote ntially grow TRMC as a 
standalone MNO , thereby ultimately harming mobile consumers in Romania .200 
Accordingly, the Commission cannot exclude that such information rights may 
significantly impede competition in the retail mobile market in Romania.  
                                                 
196   Form CO, paragraph 1300.  
197   Form CO, footnote 457. The Notifying Party explains that a completely new IT infrastructure is currently being 
built for TRMC to allow its stand -alone operation. […]. 
198   Replies to Questionnaire Q1 to competitors, question 53. 
199   Form CO, paragraph 188  and […].  
200  In the Form CO, paragraph 1302, it is stated that […]. 
 
 
63 (320)  Second ly, Orange will obtain certain  veto rights over matters which, while not 
conferring decisive influence over TRMC, may nonetheless lead to competition 
concerns. These include […]201 202. The Commission observes that , for example, 
Orange’s veto rights could prevent TRMC from […]. These veto rights may  thus 
give Orange the ability to hamper or prevent the reorganization and restructuring of 
TRMC […], or its ultimate sale […], thereby potentially threatening the future 
viability of TRMC as a competitor of Orange .    
(321)  Third ly, the financial gains derived from a minority shareholding in a competitor 
may in themselves raise competition concerns.203 Indeed , Deutsche Telekom  could 
be deterred from investing in the reorganisation of TRMC, as any investment 
injected in TRMC wou ld, through this shareholding,  also indirectly benefit Orange 
as the leading competitor in the Romanian mobile market.  
(322)  Throughout the investigation , market participants  consistently  expressed concerns in 
relation to the creation of a structural link betwee n Orange and TRMC.  Firstly, the 
majority of respondents considered that Orange would be able to obtain 
competitively sensitive commercial information on TRMC. Second ly, the majority 
of respondents  raised concern s that Orange would have the ability to use i ts 
shareholding to block important investments by TRMC ,204 to hamper or restrain 
TRMC from expanding into new products areas205 or block the acquisition of TRMC 
by a strategic or private equity buyer , should its restructuring need or lead to  such 
acquisition.206 This is the case, even though in their replies, they assumed that 
Orange’s would only have board representation proportionate to its shareholding 
level in TRMC (i.e., less than a majority of the board) and that Orange would only 
have typical minority prot ection veto rights but not veto rights over strategic matters.  
(323)  In the light of the above considerations and of the results of the market investigation, 
the Commission considers that the structural link between Orange and TRMC would 
give Orange access to commercially sensitive information about TRM C, it may  
enable Orange to block or delay the restructuring of TRMC as a standalone, mobile -
only business  and hamper  its viability as a MNO operator , and it may also  alter 
Orange’s incentive to compete  with TRMC.  
(324)  Based on the above, the  Commission therefore has serious doubts as to the 
compatibility of the Transaction as originally proposed with the internal market as 
regards the market for re tail mobile telecommunication services.  
                                                 
201   […]. 
202   […]. 
203   Commission Notice on remedies acceptable under Council Regulation (EEC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (OJ  C 267, 22.10.2008, p. 1 -27) (“Remedies Notice”), paragraph 59.  
204  Replies to Questionnaire Q1 to competitors, question 84.1.  
205  Replies to Questionna ire Q1 to competitors, question 84.2.  
206  Replies to Questionnaire Q1 to competitors, question 84.3.  
 
 
64 5.4.3.  Horizontal non -coordinated effects in the r etail supply of fixed telephony services  
5.4.3.1.  The Notifying Party’s view  
(325)  The Notifying Party submits that the proposed Transaction  would not give rise to 
any competitive concerns  in relation to the retail market for the supply of fixed 
telephony services in Romania  for the following reasons .  
(326)  First, the Notifying Party submits that Orange and TKR are not close competitors 
because  Orange ’s own fibre network covers only a very small  proportion of the 
Romanian households (approximately [0-5]%), and Orange is mainly active as a 
fixed virtual network operator (“ FVNO ”), largely on th e basis of a contract with 
TKR . TKR however, is the former incumbent owner of the copper network, fixed 
telephony is one of its traditional activities, and the Transaction  will therefore only 
have a marginal effect on TKR’s existing position in the fixed telephony market .  
(327)  Second , the Notifying Party  argues that fixed telephony services are becoming 
increasingly obsolete in Romania compared with other communications services , 
due to lack of need or interest. W ith support from recent reports of the Romanian 
National Authority for Management and Regulat ion in Communications  
(“ANCOM”),207 the Notifying Party notes that  telecommunications operators have 
diminished their investments  in the fixed telephony market. Fixed telephony services 
accounted for only 9% of the total telecommunications revenues in 2019 , and are 
now typically offered as a mere “add -on” to other services . In fact, TKR’s position 
of number one in the market  does not reflect any real market power. […].  
5.4.3.2.  The Commission’s assessment  
(328)  The Transaction leads to a horizontally affected market in the  overall market for the 
retail supply of fixed telephony services, where the Parties’ combined market share 
is approximately [60-70]% in value , and below [40-50]% in volume. However, the 
increment brought about by Orange appears marginal (below [5-10]% in value and 
approximately [0-5]% in volume) due to Orange’s  limited presence  in this market.  
(329)  The respondents to the market investigation did not raise any concern s with respect 
to the impact of the Transaction on the market for the retail supply of fixed 
telephony services.208 On the contrary, they  confirmed the Notifying Party ’s view 
that the fixed telephony market is declining in Romania. One respondent  noted 
that“[r]etail fixed telephony is decreasing every year so we don't expect some gains 
for Orange in this segment ”.209 
(330)  Furthermore, the Commission notes that the Romanian national regulatory authority, 
ANCOM, has found that “ the fixed telephony market keeps followin g a downward 
trend, in terms of both number of access lines, and number of subscribers ”210, and 
that the number of fixed access lines has been in decline in the past years, along with 
the fixed telephony penetration rate per households, and the voice traffic  on fixed 
                                                 
207   ANCOM, Electronic communication service users’ attitudes – residential clients, survey report 2019, p. 9 -11.. 
208   Replies to Questionnaire Q1 to Competitors, question 86.2.  
209   Replies to Q1 to Competitors, question 86.2.1.  
210   ANCOM, Annual report 2019, p. 7. 
 
 
65 telephony.211 In addition, the ANCOM also recognizes that Digi is a strong 
competitor  in the market.212  
(331)  Last, based on the market shares in Table 4, the Commissio n observes that TKR’s 
market share has consistently been decreasing in the past years, and lost almost […] 
percentage points, both in value and in volume, between 2017 and 2020.   
(332)  In this context, the Commission concludes that the Transaction does not raise serious 
doubts  as to its compatibility with the internal market, with respect to the retail 
market for the supply of fixed telephony services.  
5.4.4.  Horizontal non -coordinated effects in the r etail fixed internet access services  
5.4.4.1.  The Notifying Party’s view  
(333)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the retail market for the supply of fixed 
internet access  services in Romania  for the following reasons .  
(334)  First, similarly to the reta il fixed market for the supply of fixed telephony, Orange 
and TKR are not close competitors.  Orange provides fixed internet access mostly on 
the basis of a wholesale access agreement with TKR, and has only very limite d 
market shares (less than [0-5]%). How ever, as the former incumbe nt owner of the 
copper network , TKR’s core activity is fixed services.   
(335)  Second , competition in the market is intense, and other players are imposing 
significant competitive constraint s on TKR. Digi holds the widest network in 
Romania, covering 93%  of Romanian households in 2020, and is largely leading the 
market with over [50-60]% of the market s hares both in value and volume. Vodafone 
has recently been reinforced with the second largest VHBB network in Romania, and 
is committed to intense investments to further expand its coverage.  
(336)  Third , […].  
(337)  Therefore, the  Notifying Party argues that  proposed Transaction will not eliminate  
an important competitive force, but on the contrary, will create a fully integrated 
fixed player able to compete more efficiently  through increased investments in a new 
generation network , and increase competition in the market.  
5.4.4.2.  The Commission’s assessme nt 
(338)  The Transaction leads to a horizontally affected market in the retail market for the 
supply of fixed internet access services, where the Parties’ combined market share is 
approximately [20-30]% both in value and in volume. However, the increment 
brought  abou t by Orange is marginal (below [0 -5]% both in value and in volume) 
due to the limited presence of Orange in this market.213  
                                                 
211   ANCOM, Statistical data report, first half of 2020 (available in Romanian at:  
 https://statistica.ancom ro/sscpds/public/files/217_ro ). 
212   ANCOM, Use of telecommunication servi ces – Quantitative reports, February 2019, p. 8..  
213  See Table 8 above,  
 
 
66 (339)  The respondents to the market investigation did not raise any concern s with respect 
to the impact of th e Transaction on the market for the retail supply of fixed internet 
access services.214 On the contrary, a significant portion of the respondents think that 
the Transaction will have positive pro -competitive effects on the market such as 
decreases in prices,  and/or increases in quality of services provided.215  
(340)  In addition, the Commission notes that the Romanian national regulatory authority, 
ANCOM, has found evidence that Digi exercise s competitive constraint with respect 
to price in the market, because the ma in reason for choosing fixed internet from Digi 
is the price.216 The Commission also observes that Digi is leading the market with 
more than [50-60]% market share  in value and more than [60-70]% in volume. 
Furthermore, Digi’s market share has been increasing  in the past years, gaining more 
than […] percentage point in volume from 2017 to 2020, while TKR’s market shares 
has consistently been decreasing during the same period.217   
(341)  In light of the above , the Commission concludes that the Transaction does not rais e 
serious doubts as to its compatibility with the internal market, with respect to the 
retail market for the supply of fixed internet access  services.  
5.4.5.  Horizontal non -coordinated effects in the r etail supply of audio -visual services  
5.4.5.1.  The Notifying Party’s view 
(342)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the retail market for the supply of audio -
visual services in Romania  for the following reasons .  
(343)  First, since Orange is only a sma ll player in the market, the increment brought about 
by the Transaction is limited (around [5-10]%), and the proposed Transaction will 
not modify the structure of competition. Indeed, t he market is characterised by the 
important competitive constraint e xerted by Digi. Digi offers  good network quality 
and content, and is the network operator that comp etes most aggressively on price. It 
holds the leading position with market shares above [50-60]% both in volume and in 
value. Following the Transaction, the new  entity will hold the second position  
instead of TKR, and Vodafone will remain the third market player.   
(344)  Second, t he Notifying Party submits  that Orange standalone competitive role in the 
audio -visual market is limited . Indeed , Orange is highly dependent  on TKR’s 
network  for cable TV , which prevent s it from having end -to-end control over 
customers’ experience and limits its abilities  to adapt and innovate.  Furthermore, 
even if  Orange is more effective in the provision of satellite TV, it is an unpopular 
and decreasing technology generally used in area s where no cable option is 
available.  
(345)  Third , […].  
                                                 
214   Replies to Questionnaire Q1 to competitors, question 86.3. 
215  Replies to Questionnaire Q1 to competitors, question 86.3. 
216   ANCOM, Use of telecommunication services – Quantitative reports, February 2019, p. 8.  
217   See Table 8 above . 
 
 
67 (346)  For all the above reasons, the Notifying Party argues that the proposed Transaction 
will not eliminate an important competitive force. On the contrary, it will  grant 
Orange the scale and the capacity to develop and invest as an independent pl ayer in 
the audio -visual sector, for the benefit of Romanian customers.  
5.4.5.2.  The Commission’s assessment  
(347)  The Transaction leads to a horizontally affected market, given that the Parties’ 
combined market shares on the overall market for the retail supply of AV services 
(excluding OTT services) were [20-30]% by value and [20-30]% by volume in 2020. 
The Parties confirmed that their market shares do not differ significantly on the 
potential segment for the retail supply of Pay AV services , or the potential sub -
segments for the retail supply of basic and of premium Pay AV services .  
(348)  First, the Commission notes that, a ccording to paragraph 18 of the Horizontal 
Merger Guidelines, in cases where the market share of the undertakings concerned 
does not exceed 25%, the concentration may be presumed to be compatible with the 
internal market.  
(349)  Second, t he Commission considers that the Parties were not close competitors pre -
Transaction. While TKR is the incumbent fixed telephony operator, Orange is a 
recent entrant in the fixed markets and has mainly focussed on mobile services. 
Orange can only offer cable TV in areas covered by its own fibre network (covering 
only […] or [0-5]% of households) and through wholesale access to TKR’s fibre 
network (covering […] or [30-40]% of  households).  Moreover, Orange is also […] 
for the provision of fixed  services to the subscribers themselves, as […]. For most of 
the AV services it supplies (over [70-80]%), Orang e relies on satellite TV.  On the 
other hand, TKR relies on its fixed network to provide cable TV (using  its own fibre 
network ) and IPTV and  on satellite TV in areas where it cannot offer the first two).  
This was confirmed by th e majority of respondents to the market investigation , who  
named Digi (RCS&RDS) and Vodafone as closest competitors both for Orange218 
and for TKR219.  
(350)  Third, the Commission considers that customers would continue to have sufficient 
possibilities to switch  suppliers of retail audio -visual  services . In particular , they 
could turn to  Digi with a market share of [50-60]% by value and [60-70]% by 
volume  in 2019 , and Vodafone with [10-20]% by value and [10-20]% by volume  in 
2019 , as well as a number of smaller operators.  
(351)  Finally , the Commission considers that the Transaction will not eliminate an 
important competitive force.  On the one hand,  Orange is a relatively small player in 
the market for the retail supply of AV services,  which has only managed to acquire a 
limited market sh are since its entry in 2013. It relies on  wholesale access to  TKR’s 
fixed network for approximately [20-30]% of the households it serves, while for the 
rest it has to rely on satellite TV, which is a declining technology in Romania.220 
Moreover, Orange’s abi lity to compete aggressively with other operators is limited 
                                                 
218   Replies to Questionnaire Q3 to Suppliers of TV channels, question 10.1.  
219   Replies to Questionnaire Q3 to Suppliers of TV channels, question 10.2.  
220   Based on ANCOM annual reports  for 2011 and 2019, while the percentage of households subscribing to cable 
TV has increased from 61% to 72% between 2011 and 2019, the percentage of households subscribing to satellite 
TV has decreased from 38% to 27% in the same time period . 
 
 
68 both in terms of price and in terms of channel offering, due to its relatively small size 
and higher costs due to lack of own fixed network.221 
(352)  On the other hand, TKR’s current  competitive position  also appears to be limited as 
a standalone player, as DT, its current majority shareholder, […].222 At the same 
time, other fixed players like Digi continue to roll -out fibre, which allows them to 
offer both cable TV and fixed internet services using the sa me lines and makes them 
more attractive to end customers. This is reflected both by the decreasing market 
share of TKR in the past four years (from [20-30]% to [10-20]% in value and from 
[10-20]% to [10-20]% in volume), and by TKR’s internal estimates, tha t show that 
close to […] of all customers switching from TKR’s AV services to those of a 
competitor switched to Digi, who has the largest fibre network in Romania.  
(353)  Based on the above, t he Commission considers that the Transaction does not give 
rise to seri ous doubts as to its compatibility with the internal market as a result of 
horizontal non-coordinated effects on the market for the retail supply of AV services  
in Romania , or any possible narrower affected markets.  
5.4.6.  Horizontal non -coordinated effects in th e hypothetical market for the r etail supply of 
FMC  services  
5.4.6.1.  The Notifying Party’s view  
(354)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the  hypothetical market for the  retail supply 
of FMC services in Romania  for the following reasons .  
(355)  First, the Transaction will not affect the number of national players relying on their 
own infrastructure, nor change t he ranking of the players. Digi, which has been 
consistently gainin g market shares in the pa st years, will remain the market leader , 
with a market share  above [50-60]% in volume, and continue to exert an important 
competitive constraint, notably due to its extensive fiber network coverage and its 
aggressive commercial str ategy . The new ent ity will take the place of TKR, by 
becoming the second largest opera tor.  
(356)  Second , the Notifying Party argues that Orange is not an important competitive force 
in the market, because  it is only an access -seeker with respect to FMC offers, as the 
fixed part of its FMC services is largely dependent on the wholesale agreement  it has 
with TKR. Orange  is therefore in a disadvantaged position compared to  actors that 
are independe nt in terms of infrastructures , and  is not in a position to decide its own 
network strategy  for most of its coverage . If anything, the Transaction will grant 
Orange with the scale and capacity to increase competition in the market for the 
benefit of the Romanian customers . 
                                                 
221  Form CO, paragraphs 979 -991. Based on the information provided by the Notifying Party, Orange’s offering on 
cable TV (both via its own and via wholesale access to TKR’s fibre network) does neither have the lowest prices, 
nor the highest number of channels when comp ared to Digi, Vodafone and TKR. The same is true for the satellite 
TV offers, with the exception of Orange’s high pack, which has twice the price of Digi’s high pack (10 EUR 
instead of 5 EUR), but in turn carries the highest number of channels (182 vs. TKR ’s 151 and Digi’s 142).  
222  Form CO, paragraph 992.  
 
 
69 5.4.6.2.  The Commission’s assessment  
(357)  The Transaction leads  to a horizontally affected market, given that the Parties ’ 
combined market share on the hypothetical  FMC  market, including fixed -mobile 
joint purchasing would be [30-40]% in volume, resulting from the combination of 
Orange’s market share of [10-20]% in vo lume and TKR’s market share of [10-20]% 
in volume. The merged entity would become a stronger second player on the market, 
after Digi with a market share of [50-60]% and before Vodafone with a market share 
of [10-20]%.  
(358)  First, the Commission notes that, pre -Transaction, both Parties rely on wholesale 
agreements in order to be able to offer FMC services. On the one hand, TKR offers 
FMC services based on its own fixed network and on an MVNO agreement with 
TRMC. Orange on the other hand  offers FMC services base d on its own mobile 
network, its limited fixed network and wholesale access to TKR’s fixed network via 
the […] agreement. It therefore relies to a large extent ( [60-70]% of its FMC 
subscribers) on satellite TV for the provision of retail AV services. There fore, the 
market shares submitted above might actually overestimate Orange’s strength as a 
supplier of FMC services. When excluding satellite TV, Orange would only have a 
market share of [5-10]% in volume, while TKR, Digi and Vodafone would have a 
market s hare of [10-20]%, [60-70]% and [10-20]% in volume, respectively.223 
However, the Commission will make its assessment taking into account the market 
shares including satellite TV . 
(359)  Second, t he Commission considers that the Transaction will not eliminate an 
important competitive force. The Commission notes that FMC services appear to be 
most successfully developed by fixed operators, which cross -sell mobile services to 
their fixed customer base. For end -customers, it is easier to switch from a mobile 
operator to  another than to change their provider of fixed services. Moreover, one 
fixed household can have several mobile subscriptions. Against this background,  
Orange’s ability to compete on the hypothetical market for FMC bundles is 
somewhat restrained by the fac t that it relies on wholesale access to TKR’s fixed 
network and that TKR retained control of the end -to-end customer experience 
(services sale, installation, after -sales services) .224 Moreover, Orange was not an 
important player in terms of fixed infrastruct ure investments , in comparison with 
Digi and Vodafone, as it started to roll -out its fibre network only in 2019 and has 
been able to reach only […] households in two years . 
(360)  Third, the Commission notes that the Parties do not appear to have been particularl y 
close competitors pre -Transaction. Market participants most often named Digi and 
Vodafone as Orange’s closest competitors, and Digi as TKR’s closest competitor.225 
Moreover, the respondents to the market investigation do not consider that Orange 
pushed TKR  to lower its prices or offer better commercial conditions for FMC 
services.226 
(361)  Finally, the Commission considers that  the Transaction would allow the merged 
entity to compete more effectively with Digi and Vodafone, which both rely on their 
                                                 
223   Form CO, paragraph 1036.  
224   Form CO, paragraphs 1045 and 1047.  
225  Replies to Questionnaire Q1 to Competitors, questions 57.1 and 57.2.  
226  Replies to Questionnaire Q1 to Competitors, questions 58 and  58.1.  
 
 
70 own networks bot h for mobile and for fixed services.  The Transaction would allow 
the merged entity to have lower wholesale access costs and lower content costs. 
Accordingly, the majority of respondents to the market investigation expects the 
merged entity to price more ag gressively227 and to have a materially different ability 
and incentive to invest in FMC bundled offers (including investments in content) 
compared to the two standalone Orange and TKR entities228 post-Transaction . 
(362)  Based on the above, t he Commission considers t hat the Transaction does not give 
rise to serious doubts as to its compatibility with the internal market as a result of 
horizontal non-coordinated effects on the hypothetical market for the retail supply of 
FMC services229.  
5.4.7.  Horizontal non -coordinated effec ts in the retail business connectivity services  
5.4.7.1.  The Notifying Party’s view  
(363)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the market for the supply of retail business 
connectivity services  in Romania  for the following reasons .  
(364)  First, customers of business connectivity services are typically large entities with 
significant buyer power, which often use sophisticated procurement techniques, and 
generally request for customized service s. According to the Notifying Party, it is 
easy to switch operator and large customers diversify their supplies from several 
operators to ensure continuity in case of technical problems and to keep significant 
pressure on their providers.  
(365)  Second , the Noti fying argues  that a  number of important competitors will continue 
to restrain the combined entity after the Transaction. Digi is a key player because it 
has the widest network in Romania, offer the cheapest prices at a good quality, and 
successfully addres ses a large portion of the demand, i n particular less sophisticated 
business connectivity customers . Likewise, Vodafone holds the second largest 
VHBB network in Romania, and still will retain a relatively high market share ( [10-
20]%).  
(366)  Third , according to the Notifying Party, the proposed Transaction will not eliminate 
an important competitive force in the market , because Orange is largely dependent 
on third party fixed networks. Indeed, m obile-based services often do no t allow to 
compete for business conne ctivity services prov ided to sophisticated customers, 
because of difficulties to guarantee a  quality of service.  
5.4.7.2.  The Commission’s assessment  
(367)  The Transaction entails the combination of the Parties’ activities in retail business 
connectivity  services , leadin g to a combined market share of approximately [30-
40]% in the overall market for such services, with an increment of approximately 
                                                 
227  Replies to Questionnaire Q1 to Competitors, questions 59 and 59.1.  
228   Replies to Questionnaire Q1 to Competitors, questions 61 and 61.1.  
229   The Commission notes that while Orange offers both fixed multiple -play and FMC services as soft bundles,  TKR 
only offers FMC services as soft bundles. The Parties activities therefore only overlap with regard to FMC 
services.  
 
 
71 [10-20]% by Orange. T he situation is the same i n relation to the possible sub -
segments of broadband access for large customers (combined market share  of [40-
50]%, with an increment of approximately  [5-10]%), VPN services (combined 
market share of approximately 30%, with an increment of approximately  [10-20]%) 
and leased lines (combined market share of [60-70]%, with an i ncrement of 
approximately  [5-10]%). 
(368)  In this respect, the Commission consider s that the above market shares , taken alone,  
do not fully reflect the status of competition in the market for retail business 
connectivity  services  in Romania .  
(369)  First, the Commissi on observes that  the Transaction does not remove an important 
competitive force or even a close competitor of TKR. In fact , as indicated by the 
Notifying Party , today, Orange  is largely dependent on third party networks (TKR 
and others) to provide business  connectivity services.230 As a competitor responding 
to the market investigation explains, “ Orange is foremost a mobile network operator 
and a relatively new entrant in business connectivity. Orange can only offer business 
connectivity services based on its  mobile network (usually not sufficient for business 
connectivity purposes), its own fiber network (very limited coverage) or wholesale 
access to the fixed network of other operators ”.231   
(370)  In terms of closeness of competition , Orange’s closest competitor “was Vodafone ” 
(before the latter’s acquisition of the fixed network of Liberty Global), while “ now it 
[Orange] may be closer to smaller players such as GTS than to the players with a 
fixed network of national coverage ”.232 More in general – and this seems to apply  
regardless of the distinction between broadband access, VPN services and leased 
lines – the Parties are not seen as close competitors, because competition appears to 
take place, at different levels, between providers with a fixed network and national  
coverage, on the one hand, and smaller providers without such network, on the other 
hand.233  
(371)  In addition, and consistently with the observations on closeness of competition, the 
majority of competitors responding to the market investigation did not find th at TKR 
had any impact on Orange’s prices or commercial terms.234 This is because “ a 
customer usually asks a number of providers for quotes for its business connectivity 
services need. The sophisticated customers compare quality and prices offered. TKR 
could not have a major impact on the prices or commercial terms offered by Orange 
as there are many other providers against which both companies compete, including 
market leader DIGI, Vodafone/Liberty and other, smaller players ”.235  
(372)  Based on the above observation s, as to the impact of the Transaction on competition, 
both the majority of competitors and a customer  responding to the market 
                                                 
230   Form CO, paragraph 27.  
231   Reply by a competitor to Q1 to competitors, question 62.1.  
232   Reply by a competitor to Q1 to competito rs, question 62.1.  
233   Reply by a competitor to Q1 to competitors, question 62.2:  “TKR can offer business connectivity services based 
on its own fixed network with national coverage. Thus, its closest competitors are other operators with national 
coverage such as Digi and Vodafone/Liberty ”. See also replies to Q2 to business customers, questions 6.1 and 
6.2.  
234   Replies to Q1 to competitors, questions 63 and 63.1.  
235   Replies to Q1 to competitors, question 63.1.  
 
 
72 investigation consider that it is  pro-competitive (both in the market for business 
connectivity services and in its segments).236 In this respect, the Commission 
considers that, by combining its activities with  TKR’s , notably as regards  fixed 
network, the Transaction will allow Orange  to become a fully established B2B 
operator, providing business connectivity services based on its ow n fixed network. 
According to a competitor “ in light of the extended reach, it can be assumed that 
Orange/TKR combined will compete more effectively with the current market leader 
Digi and other competitors for business connectivity customers. All players 
including Orange/TKR will try to win new customers ”.237 One of the customers 
responding to the market investigation indicates that the Transaction will have a pro -
competitive effect, because “ Orange is a serious partner, with professional 
employees and this will be seen in the improvements they will bring ”.238 
(373)  With specific respect to business connectivity services provided through leased lines, 
where the Parties’ combined market shares will be at [60-70]%, the Commission 
observes that such market share seems t o be  the legacy of TKR’s incumbent 
position , based on  a technology that is becoming obsolete , rather than the sign of a 
stable (or growing) market  position .  
(374)  In fact,  TKR’s market shares in value have decreased from [60-70]% in 2017 to [50-
60]% in 2020. Co mbined, the Parties’ market shares in value have decreased from 
[70-80]% in 2017 to [60-70]% in 2020  (Orange’s market shares in value have 
decreased f rom [10-20]% in 2017 to [5-10]% in 2020) . Meanwhile, the Parties’ 
competitors ( including  GTS and Combridge) have increased their market shares in 
value from [20-30]% in 2017 to [30-40]% in 2020. At the same time, t he overall size 
of the segment for retail business connectivity services through leased lines has 
decreased in value between 2017 and 2020  (it is now worth EUR […]),239 while in 
the same period the overall market for retail business  connectivity has grown in size 
(due to newer technologies, such as broadband and VPN,  worth EUR […] EUR […], 
respectively ).240  
(375)  The increasing ir relevance of leased lines as technology is reflected in replies to the 
market investigation : “Retail business connectivity customers can and do easily 
switch between these types of services. In fact, the majority of customers […] 
purchase a mix of all thre e services or at least broadband access and VPN services. 
These customers also often purchase custom -made solutions including at least two of 
these services. In addition, leased lines tend to be replaced by VPN and broadband 
access services ”.241 The Commissi on considers that the loss of TKR ’s market share 
can also be  attributed to normal technical  obsolescence, because , as a respondent 
indicated  “a significant part of TKR’s network is based on copper while Digi an d 
Vodafone/Lib erty have cable/ fiber networks ”.242 For all these reasons, the 
Commission considers that the Parties’ market share is not an indication of market 
                                                 
236   Replies to Q1 to business customers, questions 64 and 64.1.  
237   Reply by  a competitor to Q1 to competitors, question 64.1.  
238   Reply by a competitor to Q2 to competitors, question 27.1   
239   Form CO, Table 7.2.  
240   Form CO, Tables 7.1 and 7.3.  
241   Replies to Q1 to competitors, question 28.1. R eplies to Q2 to business customers,  question 16.  
242   Replies to Q1 to competitors, question 62.2.  
 
 
73 power, but rather the legacy of TKR’s past as an incumbent and, as such, does not 
raise competition concerns.      
(376)  The Commission also considers that the demand side of the market consists of large 
and sophisticated buyers that would be able to react and turn to alternatives 
suppliers, should the merged entity increase it s prices after the Transaction.  The 
replies to the market investigation , in fa ct, indicate that business customers switch 
operators, for reasons relating price and quality levels of the services,243 and also 
multi-source such services from various providers  (which, in turn are active in all 
three network technologies) .244 Providers alte rnative to the merged entity include 
Digi, Vodafone and smaller players such as Euroweb and DT, through its 
subsidiaries GTS ( [5-10]% market share) and Combridge ( [0-5]% market share). 
Digi is a key player  with an approximate [30-40]% market share in value  while the 
new entity will have a [30-40]% market share in value. Vodafone is also a strong 
player ( approximately [10-20]% market share in value), particularly, according to 
the Notifying Party, as regards high -end customers with complex needs who are 
sensitive to the fact that Vodafone is part of a global telecommunications group.245 
(377)  Based on the above considerations, the Commission concludes  that the proposed 
Transaction does not raise serious doubts concerning its compatibility with the 
internal market in relation to the retail market for business connectivity services and 
segments thereof.    
5.4.8.  Horizontal non -coordinated effects in w holesale leased lines  
5.4.8.1.  The Notifying Party’s view  
(378)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the market for wholesale leased lines in 
Romania  for the following reasons .  
(379)  First, the Notifying Party submits that Orange  is a trivial player as its le ased lines 
activity is margin al. Its fixed network is nascent and its mobile network is not an 
efficient alternative. Indeed, mobile networks may only be used in limited situations 
as mobile technology does not allow for high symmetrical guaranteed bandwidth, 
low latency or high guara nteed availability.  
(380)  Second, the wholesale market for terminating segments of l eased lines is not 
regulated because the competition t hrough infrastructures is high. There are 12 
operators with a significant network  coverage . Therefore, the Parties will not be able 
to increase their prices in the wholesale market for leased lines as their customers are 
sophisticated telecommunications operators who could easily transfer their demand 
to Digi, Vodafone or alternative providers’ networks . 
(381)  Third, the Notifying Pa rty further argues that it is common market practice for leased 
lines cu stomers to procure leased lines services in the same area from two different 
suppliers because  leased lines performance is improved  with redundancy from a 
second operator (notably to e nsure that there no interruption of the  service). 
                                                 
243   Replies to Q1 to competitors, questions 65 and 65.1.  
244   Replies to Q1 to competitors, questions 67 and 67.1. Replies to Q2 to business customers, question 12.  
245   Form CO, paragraph 121.  
 
 
74 Customers are therefore able to leverage competition between the different leased  
lines providers.  
5.4.8.2.  The Commission’s assessment  
(382)  The Transaction leads to a horizontally affected market in this market, where the 
parties’ combined market share is between approximately [20-30]% and  
approximately [30-40]%, depending on the segmentation taken into consideration 
(i.e. by network layer, by speed or by active or passive nature of the infrastructure ). 
However, regardless of the segmentation, the increment brought about by Orange 
appears marginal  (between [0-5]% and [0-5]%) due to Orange’s limited presence in 
this market.  
(383)  The results of the market investigation confirm that there are several alternativ es in 
the wholesale market for leased lines used by mobile telecommunications providers 
to complete their networks. Replies by competitors  (that is, the customers in the 
wholesale market in question) ,246 in fact, indicate among the available alternatives 
Digi, Vodafone, Euroweb, Prime Telecomm, Direct One, GTS and “ many others 
including tower companies such as Vantage Towers ”.247 In addition, none of the 
parties’ competitors responding to the market investigation has mentioned that the 
price level for leased li nes is not competitive, with two indicating explicitly that the 
price is competitive.248In addition, throughout the investigation , all market 
participants but one raised no concerns  in relation to the wholesale market for leased 
lines.249 To the contrary , in p articular, one respondent explained  that “[t]he 
transaction will not have a major impact on the mar ket for wholesale leased lines. 
The overlap between the parties is very limited as Orange Romania has only 
marginal activities  in wholesale leased lines give n that its fixed network is very 
limited. Against this background,  Orange Romania can by no means be qualified as 
an important competitive force. Orange  Romania and TKR are also not particularly 
close competitors.  The market for wholesale leased lines is competitive and 
Orange/TKR will continue to face  intense competition by Digi, Vodafone/Liberty and 
other players such as Euroweb, Prime  Telecom, S.N. Radiocomunicatii, Direct One, 
GTS and Combridge  (…). All players  have the incentive to compete fiercely for new  
customers / business ”.250  
(384)  In addition, the Commission observes that customer are usually large 
telecommunications companies and have therefore significant  bargaining power  and 
will thus continue to constrain O range/TKR.251  
(385)  Lastly, the Commission notes that, s pecifically for the terminating segments of 
leased lines , the Romanian national regulatory authority,  ANCOM , has found that 
the market is  competitive and th us not regulated this service.252 
                                                 
246   Replies to Questionnaire Q1 to competitors, question 72.2.1.  
247   Reply to Questionnaire Q1 to competitors, question 72.2 .1. 
248   Replies to Questionnaire Q1 to competitors, question 72.2.  
249   Replies to Questionnaire Q1 to competitors, question 86.8.  
250   Reply to Questionnaire Q1 to competitors, question 86.8.1.  
251   Reply to Questionnaire Q1 to competitors, question 86.8.1.  
252   Reply to Questionnaire Q1 to competitors, question 86.8.1.  
 
 
75 (386)  For the reasons men tioned above, the Commission concludes that the Transaction 
does not raise serious doubts as to its compatibility with the internal market, with 
respect to the wholesale market for leased lines (and segments thereof)  in Romania.   
5.4.9.  Horizontal non -coordinated  effects in the w holesale supply and acquisition of TV 
channels  (acquisition side)  
5.4.9.1.  The Notifying Party’s view  
(387)  The Notifying Party submits that the proposed Transaction would not give rise to 
any competitive concerns in relation to the market for the wholesale supply and 
acquisition of TV channels  in Romania for the following reasons.  
(388)  First, using the retail level as a proxy, the Notifying Party submits that their 
combined share of demand on the overall market for the wholesale supply and 
acquisition of TV channels is below [20-30]% in volume and in value ([20-30]% by 
volume and [20-30]% in volume ). The incr ement brought about by Orange in terms 
of number of subscribers is very limited .  
(389)  Second, the Notifying Party argues  that post -Transaction, the new  entity will face 
strong competition from several other providers. Notably, the market leader Digi 
acquires all kinds of TV channels , and would  remain a key buyer on the market 
given the magnitude of its customer base which encompasses more than half of 
Romanian TV customers.  Vodafone has a good customer base t o [10-20]% of the 
retail market in volume as well, and there is also a large number of local providers of 
TV services in Romania.  
(390)  Third , the Notifying Party further submits that suppliers of TV channels h ave 
countervailing market power because  they are large key corporations. Additionally, 
TV providers must have a wide variety TV channels to offer compelling packages 
and are required by  law to include certain public channels in their TV packages.  
5.4.9.2.  The Commission’s assessment  
(391)  The Transaction will lead to a horizontally affected market, given that the Parties’ 
combined market shares on the  acquisition side of the overall market for the 
wholesale supply and acquisition of TV channels  were [20-30]% by value and [20-
30]% by volume in 2020. The Parties confirmed that their market shares do not 
differ significantly on the potential segment for the acquisition of  Pay TV channels , 
or the potential sub -segments for the acquisition of basic and of premium Pay TV 
channel s.  
(392)  First, the Commission notes that , according to paragraph 18 of the Horizontal 
Merger Guidelines, in cases where the market share of the undertakings concerned 
does not exceed 25%, the concentration may be presumed to be compa tible with the 
internal market.  
(393)  Second,  the Commission considers that the Parties are not close competitors as 
buyers of TV channel distribution rights. The majority of respondents to the market 
 
 
76 investigation submitted that Digi and Vodafone were the closest competitors of  both 
Orange and TKR.253 
(394)  Third, Orange had only a limited importance as an acquirer  of TV channels , since , in 
addition to having a more limited number of subscribers than Digi, TKR and 
Vodafone,  it only acquired TV channels outside the […] agreement, so only for 
distribution via  satellite and its own fibre network.  
(395)  One TV broadcaster  submitted that the  merged entity would have a stronger 
bargaining position than its limited combined market share on the acquisition side 
would suggest.  This is in particular because the merged entity would create a 
dominant position in the potential segment for distribution via satellite, with a 
combined market share  of [50-60]% by number of TV subscribers to satellite 
services . Moreover, the Transaction would eliminate an import ant competitive force 
in a market that is already highly concentrated. Third, the merged entity will benefit 
of additional stability of the subscriber base, which will strengthen its negotiation 
power versus broadcasters, because customers would be locked in long -term triple -
play contracts.254 
(396)  The Commission notes that, based on the market shares provided by the Notifying 
Party, the Transaction would lead to a combined market share of [60-70]% in value 
and [50-60]% in volume on the potential segment of acquisition of TV channels for 
the distribution via satellite, with an increment of [10-20]% and [20-30]%, 
respectively. Moreover, the merged entity would have a market share of [90-100]% 
in value and [90-100]% in vo lume on the potential segment of acquisition of TV 
channels for the distribution via IPTV, based on TKR’s market shares pre -
Transaction (since Orange is not active in this potential segment).255 
(397)  However, the Commission considers that these high market shares  do not translate in 
a strong bargaining position, for the following reasons.  
(398)  First, distributors of satellite TV services compete with distributors relying on other 
technologies for the acquisition of TV channels. Moreover, cable is the distribution 
technology serving the largest share of TV subscribers in Romania . The majority of 
households subscribes to cable TV (72%), while satellite (27%) and IPTV ( less than 
1%) play a secondary role. Moreover, while the percentage of households 
subscribing to cable T V has increased from 61% to 72% between 2011 and 2019, the 
percentage of households subscribing to satellite  TV has decreased from 38% to 
27% in the same time period.256 This is due to the fact that all main fixed operators 
in Romania have engaged into fibre  roll-out, leading to an increasing number of 
households having access to cable networks.  This is  further reflected  by the fact that 
all respondents to the market investigation identified cable as the most important 
distribution technology for them as a su pplier of TV channels.257 
                                                 
253   Replies to Questionnaire Q3 to Suppliers of TV channels, questions 10.1 and 10.2.  
254   Reply to Questionnaire Q4 – Commitments market test, question 9.  
255   The Notifying Party’s reply to RFI  10, question 1(b)ii.  
256  The Notifying Party’s reply to RFI 10, question 2(a)i, based on data from ANCOM annual reports of 2011 and 
2016 -2019.  
257   Replies to Questionnaire Q3 to Suppliers of TV channels, question 13.  
 
 
77 (399)  Second, the Commission notes that only a small percentage of Romanian households 
only rel ies on satellite TV services and cannot chose an alternative distribution 
technology. The Romanian market has a  large fixed network coverage an d in 
particular fibre network coverage. Based on the Notifying Party’s estimates, Digi 
covers [90-100]% of Romanian households  with fibre , Vodafone covers [40-50]% 
with DOCSIS, TKR covers [40-50]% with fibre and [40-50]% with DSL and Orange 
covers [0-5]% w ith fibre.  Therefore, a maximum of [5-10]% of households could 
only rely on satellite TV.258 Moreover, even for these households, alternative 
suppliers of satellite TV, such as Focus Sat  and M7/Canal+, will remain  active on 
the market post -Transaction .  
(400)  Third , the Commission notes that the acquisition of distribution rights for TV 
channels appears to be negotiated together for all technologies . Moreover, for 
suppliers of TV channels, the main  parameter  in the negotiations is price, while 
infrastructure do es not appear to be particularly relevant.  All respondents to the 
market investigation confirmed that, when negotiating distribution rights, the 
technology used by a distributor is not relevant, but rather the number of 
subscribers.259 Moreover, no channel s upplier that responded to the market 
investigation  indicated having  separate revenues streams or different prices 
according to the distribution infrastructure .260 Accordingly, only two respondents to 
the market investigation suggested that the merged entity would be able to leverage 
its position in satellite when negotiating TV rights, allowing it to extract lower prices 
or better terms than its competitors. The majority of respondents submitted that even 
if the merged entity would be able to negotiate better  volume based pricing due to its 
increased size, the leverage position would not be significant.261 
(401)  Fourth , the Commission notes that even if the merged entity were be able to 
negotiate better prices for the acquisition of TV channels, this would not lead to  
higher prices for end customers. The majority of respondents confirmed that a 
sufficient number of alternative acquirers of TV channels would remain262 and that 
the merged entity would face sufficient competition downstream, although it was not 
clear whethe r the Transaction would lead to lower prices for end customers.263 
(402)  Finally, regarding the claim that the merged entity would have a stronger negotiating 
position because it would be able to  lock in  customers in  long-term triple -play 
contracts , the Commission  notes that both Parties already offer FMC services today, 
and will likely continue to do so post -Transaction. Moreover, as noted above in 
paragraph (243) , this is also true for the other major acquirers of TV channels, such 
as Digi and Vodafone. Therefore, the fact that the Parties might be able to lock in 
customers with FMC offers does not app ear to have an effect going beyond the 
increased size of the merged entity.  
(403)  Based on the above, the Commission considers that the Transaction does not give 
rise to serious doubts as to its compatibility with the internal market as a result of 
                                                 
258   The Notifying Party’s reply to RFI 10, question 2(a)i.  
259   Replies to Questionnaire Q3 to Suppliers of TV channels, question 11.  
260   Replies to Questionnaire Q3 to Suppliers of TV channels, question 12.  
261   Replies to Questionnaire Q3 to Suppliers of TV channels, questions 14 and 14.1.  
262   Replies to Questionnaire Q3 to Suppliers of TV channels, questions 16 and 16.1.  
263   Replies to Questionnaire Q3 to Suppliers of TV channels, questions 15 and 15.1.  
 
 
78 horizontal no n-coordinated effects on the acquisition side of market for the 
wholesale supply and acquisition of TV channels, or any possible narrower affected 
markets.  
5.5. Horizontal coordinated effects  
5.5.1.  Introduction  
(404)  To assess coordinated effects, the case law264 and the Hor izontal Merger 
Guidelines,265 require proof that the merger will make coordination more likely, 
more effective and more sustainable. The Commission's assessment therefore 
focuses on the changes in terms of these factors that the Transaction will bring about.  
The Commission's assessment will focus on the following factors: (i) the ability to 
reach terms of coordination; (ii) whether such coordination would be sustainable, 
based on an assessment of: (a) the ability to monitor deviations from the terms of 
coordi nation; (b) the existence of a credible deterrent mechanism if deviation is 
detected; and (c) the reactions of outsiders such as current and future competitors not 
participating in the coordination, as well as customers, should not be able to 
jeopardise th e results expected from the coordination.  
5.5.2.  Horizontal coordinated effects in the retail supply of mobile telecommunications 
services  
5.5.2.1.  The Notifying Party’s view  
(405)  The Notifying Party submits that there is no plausible risk of horizontal coordination 
in the ret ail market for the supply of mobile telecommunications services.  
(406)  The Notifying Party notes that the market is characterized by an important 
asymmetry in the suppliers’  market shares. After the Transaction , the new entity’s 
market share  will be higher than the share held by the second largest operator in the 
market ( Vodafone ), by more than […] percentage points, and higher than the market 
share of the third (TRMC) and four th (Digi)  operators , by more than […] percentage 
points in value, and […] percentage points in volume. According to the Party, the 
asymmetric market structure contributes to  making it more difficult for the operators 
to reaching terms  of coordination, and due to the very limited overlap brought about 
(less than [5-10]%), the Transaction will have no impact on the current asymmetry.   
(407)  In addition, the Notifying Party argues that any hypothetical coordination would not 
be sustainable, because of the high complexity of the market in terms of tariffs and 
offerings. There are several providers active in the market, that will remain so after 
the Transaction  (Vodafone, TRMC, Digi, Lycamobile and the new entity ), as well as 
a large diversity of offerings (e.g. technology, price, content, and functionalities), 
which parti cipates in making the monitoring of competitors’ prices information 
difficult. For instance, operators do not generally charge a single price for the whole 
duration of the contract, but often offer different pricing structures depending on the 
customers’ s ituation.  
                                                 
264  Case C -413/06 P, Bertelsmann AG and Sony Corporation of America v Independent Music Publi shers and 
Labels Association  (Impala) [2008] ECRI -4951; Case T -342/99, Airtours v Commission  [2002] ECR II -2585.  
265   Horizontal Merger Guidelines, paragraphs 39 -57. 
 
 
79 5.5.2.2.  The Commission’s assessment  
(408)  During the Commission’s investigation , none of the market participants has raised 
any concern with respect to the  horizontal coordinated effects  of the Transaction on 
the market for the retail supply of mobile telecom munications  services . However , the 
Commission considers that if a number of factors appear to make coordination 
unsustainable , coordination cannot be fully excluded in the present case . 
(409)  First, the market shares of the parties and of the competitors remaini ng on the market 
are (and will remain) asymmetric, which makes it difficult for them to align their 
interests and reach a common strategy. In fact, the Parties’ combined market share is 
above [40-50]% both in value and in volume, while the competitors’ mar ket shares 
are substantially different (Vodafone: [30-40]% both in volume and in value; 
TRMC: [10-20]% in volume, [10-20]% in value; Digi: [10-20]% in volume, [10-
20]% in value).266    
(410)  Second, although a certain degree of transparency in the market cannot be  excluded , 
for instance due to the possibility to access rivals’ retail offers on their website, the 
Commission notes that the presence of regular commercial and loyalty offers limit 
this transparency.267 There is also no evidence to su ggest that the Transac tion will  
alter the existing degree of transparency.  
(411)  Third, the Commission observes that the Romanian retail market for the supply of 
mobile telecommunications services is characterised by a relatively high competition 
which led to prices and an average re venue per user (“ARPU”) that are among the 
lowest in Europe.268 Additionally, the Commission notes that, by already adopting an 
aggressive and disruptive behaviour with respect to prices, Digi acts as an 
independent player and a maverick competitor , which fu rther weakens the 
sustainability of any hypothetic coordination  in the market.  
(412)  However , as already mentioned in the assessment of the horizontal non -coordinated 
effects in the retail supply of mobile telecommunications services, the Commission 
further observes that the Transaction establishes a structural link between Orange 
and TRMC, as a consequence of the 30% minority shareholding TKR currently 
holds in TRMC . The Commission notes that structural links may help in aligning 
incentives among the coordinated firms .269 
(413)  The Commission concludes that the Transaction may be conducive to coordinati on 
in the retail market  for the supply of mobile  telecommunications services  in 
Romania , notably due to the creation of a structural link between Orange and one of 
its main competitors. However, the  Commission also concludes that, if this factor 
alone may f acilitate coordination, there is not sufficient evidence to find that the 
proposed transaction would give rise to serious doubts as a result of coordinated 
effects. In addition, the Commission notes insofar as the proposed Commitments  
offered by the Partie s (discussed in detail in section s 6 and  7 below ) will ensure that 
the transaction will not create a structural link between Orange and TRMC , they will 
effectively a ddress any potential risk of coordinated effects resulting from the 
                                                 
266   See Table 3 above . 
267   Form CO, paragraphs 924 to 928.  
268  Form CO, paragraph 628. 
269   Horizontal Merger Guidelines, paragraph 48.  
 
 
80 proposed Transaction  in the retail market for the supply of mobile 
telecommunications services in Romania . 
5.5.3.  Horizontal coordinated effects in the retail supply of fixed telephony services  
5.5.3.1.  The Notifying Party’s view  
(414)  The Notifying Party submits that there is no plausible risk of horizontal coordination 
in the retail market for the supply of fixed telephony services.  
(415)  The Notifying Party notes that the market is characterized by an important 
asymmetry in the market operators’ market shares.  After the Transaction, the new 
entity’s market shares will be higher than the number two in the market ( Digi), and 
the number three (Vodafone), by more than […] percentage points in value . 
According to the P arty, the market structure participates in making it more difficult 
for the operators to reaching terms of coordination, and due to the very limited 
overlap brought about (less than [5-10]%), the Transaction will have no impact on 
the current asymmetry.   
(416)  In addition, the Notifying Party argues that most of the providers active on the 
market have a number of different offerings in relation to fixed telephony and that 
such a diversity of offerings meaning that suppliers would not be able to monitor 
deviation s. Monitoring is further complicated, the Notifying Party argues, by the fact 
that there is no full transparency as regards the loyalty offers or the retention offers 
that operators make to their existing customers in an effort to prevent the customer to 
switch to an alternative operator. The Notifying Party also argues that it would be 
difficult to set up an effective deterrent mechanism, due to the characteristics of the 
market ( e.g. low margins and ARPU, presence of aggressive competitors).   
(417)  Finally, th e Notifying Party highlights the fact that the demand for fixed telephony 
services has been steadily decreasing in the last year, to the point that fixed 
telephony services are now offered as “add -on” to other services. Therefore, 
according to the Notifyin g Party, the current situation of the market is not 
sufficiently stable to make coordination likely.  
5.5.3.2.  The Commission’s assessment  
(418)  During the Commission’s investigation , no market participant raised any concern 
with respect to the  horizontal coordinated eff ects of the Transaction on the market 
for the retail supply of fixed telephony  services . Furthermore, t he Commission 
considers that a number of factors make coordination unsustainable , and therefore 
unlikely . 
(419)  First, the market shares of the parties and of the competitors remaining on the market 
are (and will remain) asymmetric, which makes it difficult for them to align their 
interests and reach a common strategy. In fact, the Parties’ combined market share is 
approxi mately [60-70]% in value and approximately [30-40]% in volume, while the 
competitors’ market shares are substantially different (Digi: [30-40]% in volume, 
 
 
81 [20-30]% in value; Vodafone: [20-30]% in volume, [10-20]% in value; other 
operators [0-5]%).270    
(420)  Seco nd, as already observed above in the Commission’s assessment of the horizontal 
non-coordinated effects in the retail market for the supply of fixed telephony 
services, the Commission notes that the Romanian national regulatory authority, 
ANCOM, has found t hat “ the fixed telephony market keeps following a downward 
trend, in terms of both number of access lines, and number of subscribers ”271, and 
that the number of fixed access lines has be en in decline in the past years .272 In 
addition, the ANCOM also recognizes  that Digi is a strong actor in the ma rket,273 
and the Commission observes that TKR’s market share has consistently been  
decreasing in the past years .274   
(421)  In addition to the fact that, by adopting an aggressive and disruptive behaviour with 
respect to prices,  Digi acts as an independent player and a maverick firm , the overall 
market features would weaken  the sustainability of any hypothetic coordination in 
the market.  
(422)  The Commission concludes that the Transaction does not raise serious doubts as to 
its compat ibility with the internal market in relation to horizontal coordinated effects 
in the retail market for the supply of fixed telephony services in Romania.  
5.5.4.  Horizontal coordinated effects in the retail fixed internet access services  
5.5.4.1.  The Notifying Party’s vi ew 
(423)  The Notifying Party submits that there is no plausible risk of horizontal coordination 
in the retail market for the supply of fixed internet services.  
(424)  The Notifying Party notes that the market is characterised by Digi’s leading position, 
and an importa nt asymmetry in the market operators’ market shares. Digi’s market 
shares are currently higher than the number two in the market (TKR), and the 
number three (Vodafone), by more than […] percentage points. According to the 
Party, the market structure partic ipates in making it more difficult for the operators 
to reaching terms of coordination, and due to the very limited overlap brought about 
(less than [0-5]%), the Transaction will have no impact on the current asymmetry.   
(425)  In addition, the Notifying Party notes that any hypothetical coordination would not 
be sustainable, because the market for fixed internet access lacks transparency, 
notably with regards to loyalty offers and promotions. In addition to the important 
number and variety of offers, it partici pates to making the monitoring of deviations 
very difficult. The Notifying further argues that the characteristics of the market ( e.g. 
very low prices, presence of aggressive competitors) prevent the implementation of a 
sufficiently severe deterrent mechan ism. 
                                                 
270   See Table 4 above . 
271   ANCOM, Annual report 2019, p 7.  
272   ANCOM, Statistical data report, first half of 2020 (available in Romanian at:  
https://statistica.ancom ro/sscpds/public/files/217_ro ). 
273   ANCOM, Use of telecommunication services – Quantitative reports, February 2019, p8.  
274   See Table 4 above . 
 
 
82 5.5.4.2.  The Commission’s assessment  
(426)  During the Commission’s investigation , no market participant raised any concern 
with respect to the  horizontal coordinated effects  of the Transaction on the market 
for the retail supply of fixed internet access services . Furthermore, t he Commission 
considers that a number of factors make coordination unsustainable  and, therefore, 
unlikely in the present case . 
(427)  First, the market shares of the parties and of the competitors remaining on the market 
are (and will remain) asymmetr ic, which makes it difficult for them to align their 
interes ts and reach a common strategy. Indeed, after the Transaction, Digi will 
remain the leading player with more than [50-60]% market shares both in value and 
in volume, while the other operators’ market shares will remain far behind  (new 
entity: [10-20]% in volume, [20-30]% in value; Vodafone: [10-20]% in volume, [10-
20]% in value; other operators [5-10]%).275 
(428)  Second, although a certain degree of transparency in the market cannot be excluded , 
for instan ce due to the possibility to access rivals’ retail offers on their website, the 
Commission notes that the presence of regular commercial and loyalty offers limit 
this transparency.276 There is also no evidence to su ggest that the Transaction will  
alter the e xisting degree of transparency.  
(429)  Third, the Commission observes that the Romanian retail market for the supply of 
internet access services is characterised by a relatively high competition which led to 
prices and an average spend per user (“ASPU”) that are among the lowest in 
Europe.277 Additionally, the Commission notes that, by already adopting an 
aggressive and disruptive behaviour with respect to prices, Digi acts as an 
independent player and a maverick firm, which further weakens the sustainability of 
any hypothetic coordination  in the market.  
(430)  The Commission concludes that the Transaction does not raise serious doubts as to 
its compatibility with the internal market in relation to horizontal coordinated effects 
in the  retail market  for the supply of fixed  internet access services  in Romania.   
5.5.5.  Horizontal coordinated effects in the retail supply of audio -visual services  
5.5.5.1.  The Notifying Party’s view  
(431)  The Notifying Party submits that there is no plausible risk of horizontal coordination 
in the retail market for the supply of audio -visual services.  
(432)  The Notifying Party notes that the market is characterised by Digi’s leading position, 
and an important as ymmetry in the market operators’ market shares. Digi’s market 
shares are currently higher than the number two in the market (TKR), and the 
number three (Vodafone), by more than […] percentage points. According to the 
Party, the market structure participate s in making it more difficult for the operators 
                                                 
275   See Table 8 above . 
276   Form CO, paragraphs 839 to 842.  
277  Commission decision of 18 November 2020 - Cases RO/2020/2275 and RO/2020/2276 – markets for wholesale 
local and central access provided at a fixed  location in Romania - Commission Comments pursuant to Article 
7(3) of Directive 2021/21/EC of the European Parliament and of the Council on a common regulatory 
framework for electronic communications networks and services , p.8. 
 
 
83 to reaching terms of coordination, and due to the limited overlap brought about ( [5-
10]% in value and [5-10]% in volume ), the Transaction will have no impact on the 
current asymmetry.   
(433)  In addition, the Notif ying Party argues that any hypothetical coordination would not 
be sustainable, because of the high complexity of the market in terms of tariffs and 
offerings. There is a large number of providers active in the market, that will remain 
so after the Transact ion, as well as a large diversity of offerings (e.g. technology, 
price, content, and functionalities), which participates in making the monitoring of 
competitors’ prices information difficult. The Notifying Party stresses that the 
Parties had difficulties themselves in collecting the data for the purpose of the 
notification.  
5.5.5.2.  The Commission’s assessment  
(434)  During the Commission’s investigation , none of the market participants has raised 
any concern with respect to the horizontal coordinated effects of the Tran saction on 
the market for the retail supply of audio -visual  services. Furthermore, the 
Commission considers that a number of factors make coordination unsustainable.  
(435)  First,  the market shares of the Parties and of the competitors remaining on the 
market are  (and will remain) asymmetric, which makes it difficult for them to align 
their interes ts and reach a common strategy. Indeed, after the Transaction, Digi will 
remain the leading player with more than [50-60]% market shares both in value and 
in volume, whi le the other operators’ market shares will remain far behind  (new 
entity: [20-30]% in volume, [20-30]% in value; Vodafone: [10-20]% in volume, [10-
20]% in value; Canal+: [0-5]%; other operators [0-5]%).278 
(436)  Second, although a certain degree of transparency in the market cannot be excluded , 
for instance due to the possibility to access rivals’ retail offers on their website, the 
Commission notes that the important  variety of offers which exist on the market 
limit this transparency.279 There is also no evidence to  suggest that the Transaction 
will alter the existing degree of transparency.  
(437)  Third, The Commission observes that, by already adopting an aggressive and 
disruptive behaviour with respect to prices, Digi acts as an independent player and a 
maverick firm, wh ich further weakens the sustainability of any hypothetic 
coordination  in the market.280 
(438)  The Commission concludes that the Transaction does not raise serious doubts as to 
its compatibility with the internal market in relation to horizontal coordinated effects  
in the  retail market  for the supply of audio -visual services in Romania.   
                                                 
278   See Table 9 above . 
279   Form CO, paragraphs 1493 to 1499; Annex 3, 4 and 30 to the Form CO.  
280   Form CO, paragraphs 1513; Annex 30 to the Form CO.  
 
 
84 5.5.6.  Horizontal coordinated effects in the retail supply of FMC services  
5.5.6.1.  The Notifying Party’s view  
(439)  The Notifying Party submits that there is no plausible risk of horizontal coordination  
in the retail market for the supply of FMC services.  
(440)  The Notifying Party notes that the market is characterised by Digi’s leading position, 
and an important asymmetry in the market operators’ market shares.  After the 
Transaction, the gap between Digi and  the new entity will be more than  […] 
percentage points, and this gap will be even more important between Digi and 
Vodafone (over […] percentages points). In the same manner, the Notifying Party 
notes that the gap between the new entity and Vodafone will a lso be significant 
(appro ximately […] percentage points). According to the Party, the market structure 
participates in making it more difficult for the operators to  reaching terms of 
coordination . 
(441)  In addition, the Notifying Party argues that the demand and  supply for FMC services 
in Romania are not stable. Indeed, the demand has been increasing significantly and 
the penetration rate, which was of 18% in 2015 and 26% in 2019, is expected to 
reach 40% in 2024. Operators are also heavily investing in new techn ologies to 
improve their offer and gain market shares.  Furthermore, the Notifying Party notes 
that FMC services are usually sold as soft bundle and that there is no standard offer, 
leading to a complexity in terms of tariffs and offerings, which increase s the 
difficulty for the operators to reach ing terms of coordination.  
5.5.6.2.  The Commission’s assessment  
(442)  During the Commission’s investigation, none of the market participants has raised 
any concern with respect to the horizontal coordinated effects of the Transaction on 
the market for the retail supply of FMC services. Furthermore, the Commission 
considers that a number of factors make coordination unsustainable and, therefore, 
unlikely in the present case.  
(443)  First,  after the Transaction,  the market shares of  the parties and of the competitors 
remaining on the market will be  asymmetric, which makes it difficult for them to 
align their interes ts and reach a common strategy. Indeed, after the Transaction, Digi 
will remain the leading player with [50-60]% market shares in volume, higher than 
the other operators’ market shares by at least […] percentage points  (new entity: [30-
40]% in volume; Vodafone: [10-20]% in volume ). 281 
(444)  Second, although a certain degree of transparency in the market cannot be excluded , 
for ins tance due to the possibility to access rivals’ retail offers on their website, the 
Commission notes that the presence of regular commercial and loyalty offers , 
combined with the lack of transparency in the standalone markets involved  limit this 
transparenc y.282 There is also no evidence to su ggest that the Transaction will  alter 
the existing degree of transparency.  
                                                 
281   See Table 12 above.  
282   Form CO, paragraph 1054.  
 
 
85 (445)  Third, The Commission observes that, by already adopting an aggressive and 
disruptive behaviour with respect to prices, Digi acts as an independen t player and a 
maverick firm, which further weakens the sustainability of any hypothetic 
coordination  in the market.283 
(446)  The Commission concludes that the Transaction does not raise serious doubts as to 
its compatibility with the internal market in relation t o horizontal coordinated effects 
in the  retail market  for the supply of FMC services in Romania.   
5.5.7.  Horizontal coordinated effects in the retail business connectivity  
5.5.7.1.  The Notifying Party’s view  
(447)  The Notifying Party submits that there is no plausible risk of horizontal coordination 
in the retail market for the supply of business connectivity services.  
(448)  The Notifying Party notes that the market is highly competitive, notably due to the 
customers’ si gnificant market power, which often achieve to get low prices for new 
and renewed contracts. The  Notifying Part y also notes that the market is 
characterised by an important asymmetry in the market operators’ market shares, and 
the market structure particip ates in making it more difficult for the operators to 
reaching terms of coordination. Due to the limited overlap brought about ( [5-10]% in 
value and [5-10]% in volume ), the Transaction will have no impact on the current 
asymmetry. The Notifying Party furth er argues that any hypothetical coordination 
would not be sustainable, because of the high complexity of the market in terms of 
tariffs and offerings, which are customised to the customers’ requirements.  
(449)  In addition, the Notifying Party submits that the s ustainability of any hypothetical 
coordination will not be increased by the Transaction, notably because the market is 
not at all transparent, and the monitoring of deviations would therefore be very 
difficult.  
5.5.7.2.  The Commission’s assessment  
(450)  During the Commis sion’s investigation, none of the market participants has raised 
any concern with respect to the horizontal coordinated effects of the Transaction on 
the market for the retail supply of business connectivity services. Furthermore, the 
Commission considers that a number of factors make coordination unsustainable  
and, therefore, unlikely in the present case . 
(451)  First,  the market shares of the parties and of the competitors remaining on the market 
(except for Digi) are (and will remain) asymmetric, which makes it  difficult for them 
to align their interests and reach a common strategy (new entity: [30-40]% in value; 
Digi: [30-40]% in value; Vodafone: [10-20]% in value; GTS: [5-10]% in value ; 
other operators [0-5]% in value ).284 After the Transaction, although Digi an d the new 
entity will have comparable market shares, their offer will remain relatively 
differentiated. For instance, the Commission notes that Digi is particularly strong in 
addressing the demand from less sophisticated business connectivity customers, 
which do not need highly customised solutions, while TKR appears stronger in 
                                                 
283   Form CO, paragraphs 1026, 1027 and 1053; Annex 31 to the Form CO.  
284  See Table 13 above.  
 
 
86 addressing the demand from larger customers (using leased lines).285 In addition, 
Vodafone which owns the second largest VHBB network in Romania, is also strong 
in addressing the dema nd from high -end customers with complex needs, and will 
have strong incentives to act as an independent player in order to acquire more 
market shares.286  
(452)  Second, the Commission notes that market shares in the market for business 
connectivity only capture a certain moment in the market. Indeed, t he market 
positions of the operators are constantly challenged due to the highly complex nature 
of the products , the fact that business customers often multi -source services from 
more than one supplier at the same tim e, and that the market is largely a bidding 
market.287 The complexity of the market, and the important variety of the existing 
offers, strongly limit the market’s transparency. There is also no evidence to suggest 
that the Transaction will alter the existing  degree of transparency.  
(453)  Third, the Commission observes that, by already adopting an aggressive and 
disruptive behaviour with respect to prices, Digi acts as an independent player and a 
maverick firm, which further weakens the sustainability of any hypothe tic 
coordination in the market.  
(454)  The Commission concludes that the Transaction does not raise serious doubts as to 
its compatibility with the internal market in relation to horizontal coordinated effects 
in the retail market for the supply of business conn ectivity services in Romania.  
5.5.8.  Horizontal coordinated effects in the w holesale supply of leased lines  
5.5.8.1.  The Notifying Party’s view  
(455)  The Notifying Party submits that there is no plausible risk of horizontal coordination 
in the wholesale market for leased lines . 
(456)  The Notifying Party notes that the market is competitive with a large number of 
players, and characterised by a great complexity in terms of tariffs and offerings, 
notably because leased lines services are tailor -made to the customer’s specific 
needs. Ac cording to the Notifying Party, these characteristics participate  in making it 
more difficult for the operators to reaching terms of coordination.  
(457)  In addition, the Notifying Party submits that the Transaction will not increase the 
sustainability of any hyp othetic coordinatio n, notably because the wholesale market 
for leased lines is opaque. Indeed, According to the Notifying Party, n egotiations 
between providers and customers are realized th rough in -house dedicated teams, 
which prevent the monitoring of dev iations.  
5.5.8.2.  The Commission’s assessment  
(458)  During the Commission’s investigation, none of the market participants has raised 
any concern with respect to the horizontal coordinated effects of the Transaction on 
the market for the wholesale supply of leased lines . Furthermore, the Commission 
                                                 
285   Replies to Questionnaire Q1 to competitors, question 62.  
286   Form CO, paragraph 1111.  
287   Replies to Questionnaire Q1 to competitors, question 67; Form CO, paragraph 1518.  
 
 
87 considers that a number of factors make coordination unsustainable and, therefore, 
unlikely in the present case.   
(459)  First, the Commission observes that Orange’s increment in the market for the 
wholesale supply of leased lines is marginal (approximately [0-5]% in volume) 
because the coverage of its own network is very limited ,288 and there is no evidence 
to suggest that the Tra nsaction will significantly affect the competitive environment 
and structure of the market.  
(460)  Second, the Commission notes that the absence of public information with respect to 
the operators’ networks and prices limits the degree of transparency of the mar ket.289 
The Notifying Party also explains that it was not able to provide the competitors’ 
market shares for that reason, and t here is no evidence to suggest that the 
Transaction will alter the existing  market structure and  degree of transparency . 
(461)  Third , the Commission notes that the Romanian national regulatory authority, 
ANCOM,  confirmed  that the market for the wholesale terminating segments of 
leased lines in Romania is dynamic in terms of number of operators , distribution of 
market share s and growing tend ency. The ANCOM also acknowledged that 
significant investments in fibre networks have been made by the providers to 
increase their coverage, and that there  are 12 operators which rolled out networks 
with national coverage.290 The presence of a large number o f active operators  further 
weakens the ability of the providers to align their behaviour, as well as the 
sustainability of any hypothetic coordination in the market.  
(462)  The Commission concludes that the Transaction does not raise serious doubts as to 
its comp atibility with the internal market in relation to horizontal coordinated effects 
in the wholesale market for the supply of leased lines in Romania.  
5.5.9.  Horizontal coordinated effects in the wholesale supply and acquisition of TV 
channels (acquisition side)  
5.5.9.1.  The Notifying Party’s view  
(463)  The Notifying Party submits that there is no plausible risk of horizontal coordination 
in the wholesale market for the supply and acquisition of TV channels, on the 
acquisition side.  
(464)  The Notifying Party notes that the market is cha racterised by an important 
asymmetry in the market operators’ market shares , which participate s in making it 
more difficult for the operators to reaching terms of coordination . Indeed, the 
Notifying Party used the retail level as a proxy to submit that, af ter the Transaction, 
the new entity will be the second player with an important gap of more than […] 
percentage points with the number one player Digi, and a significant gap of 
approximately […] percentage points in value and […] percentage points in volum e 
with the third player Vodafone.  
                                                 
288   Form CO, paragraph 1135 to 1138.  
289   Form CO, paragraph 1138.  
290   Commission decision concerning Case RO/2018/2093, 19 July 2018: Wholesale high -quality access provided at 
a fixed location in Romania, p. 4 .  
 
 
88 (465)  In addition, the Notifying Party argues that the Transaction will not increase the 
sustainability of any hypothetic coordination , notably due to the important lack of 
transparency  in the market  and Digi’s leading position . Indeed, t he Notifying Party 
submits that there are no public information available in the market  which prevent  
the monitoring of deviations , and further notes that Digi benefits from a large 
customer base, allowing it to get lower prices for the wholesal e acquisition of 
channels.  
5.5.9.2.  The Commission’s assessment  
(466)  During the Commission’s investigation, none of the market participants has raised 
any concern with respect to the horizontal coordinated effects of the Transaction on 
the market for the wholesale sup ply and acquisition of TV channels . Furthermore, 
the Commission considers that a number of factors make coordination unsustainable 
and, therefore, unlikely in the present case.  
(467)  First, the Commission observes  that the market shares of the parties and of the  
competitors remaining on the market are (and will remain) asymmetric, which makes 
it difficult for them to align their interes ts and reach a common strategy. Indeed, 
after the Transaction, Digi will remain the leading player with more than [50-60]% 
market  shares both in value and in volume, while the other operators’ market shares 
will remain far behind  (new entity: [20-30]% in volume, [20-30]% in value; 
Vodafo ne: [10-20]% in volume, [10-20]% in value ). 291 
(468)  Second, the Commission notes that the level of tran sparency with respect to prices in 
the market is limited , due to the absence of public information. Distribution 
agreements  are often  confidentially negotiated , on a bilateral basis  between the 
supplier  and the provider  of TV channels . If operators active in the retail supply of 
TV channels can observe the catalogue of TV channels offered by their competitors, 
information on the prices and contractual terms at which these TV channels have 
been acquired are hardly accessible .292 There is also no evidence to su ggest that the 
Transaction will  alter the existing degree of transparency.  
(469)  Third, the Commission further notes that competition in the retail side of the market 
compels TV providers to acquire a wide variety of channels, in order to offer a good 
variety of  packages and content . Additionally, the Romanian law requires certain TV 
channels to be included in TV packages .293 Therefore, the suppliers of TV channels 
hold a certain degree of power with respect to the bilateral negotiations, which 
make s it more diffic ult for acquirers of TV channels  to reach ing terms of 
coordination , and weakens the sustainability of any hypothetic coordination in the 
market .  
(470)  The Commission concludes that the Transaction does not raise serious doubts as to 
its compatibility with the i nternal market in relation to horizontal coordinated effects 
in the wholesale market for the supply and acquisition of TV channels, on the 
acquisition side, in Romania.  
                                                 
291   See Table 21 above . 
292   Non-Horizontal Merger Guidelines, paragraph 50, and Form CO, paragraph 576.  
293   Form CO, paragraph 1145  
 
 
89 5.6. Vertical Assessment  
5.6.1.  Introduction  
(471)  In this Section, the Commission wi ll assess whether t he proposed T ransaction would 
give rise to  foreclosure in any of the markets that are vertically affected.  A merger  is 
said to result in foreclosure where actual or potential rivals' access to supplies or 
markets is hampered or eliminated as a result of  the merger, thereby reducing these 
companies' ability  and/or incentive to compete.294 
(472)  Two forms of foreclosure can be distinguished. The first is where the merger is 
likely to raise the costs of downstream rivals by restricting their access to an 
important inp ut (input foreclosure). The second is where the merger is likely to result 
in foreclosure of upstream rivals by restricting their access to a sufficiently large 
customer base (customer foreclosure).  
(473)  Customer foreclosure may occur when a supplier integrate s with an important 
custom er in the downstream market . Because of this downstream presence, the 
merged entity may foreclose access to a sufficient customer base to its actual or 
potential rivals in the upstream market (the input market) and reduce their ability or 
incentive to compete .295 
(474)  In assessing the likelihood of an anticompetitive customer  foreclosure scenario, the 
Commission examines  the three following cumulative elements:  first, whether the 
merged entity would have  the ability to foreclose access to downstream markets by 
reducing its purchases from its upstream rivals ; second , whether it would have the 
incentive to reduce its purchases upstream ; and third, whether a foreclosure strategy 
would have a significant detrimental effect on consumers in th e downstream market  
intertwined.296 
5.6.2.  Wholesale broadband access  
(475)  The upstream wholesale broadband access market  (where only TKR is active, with a 
marginal presence of approximately [0-5]% in volume)  is vertically affected due to 
its connection with the downstream markets for retail fixed telephony services 
(where the Parties’ combined market share is approximately [60-70]% in value and 
approximately [30-40]% in volume ) and retail business connectivit y services (where 
the Parties’ combined market share is approximately [30-40]% in value).  
5.6.2.1.  The Notifying Party’s view  
(476)  The Notifying Party observes, in the first place, that the Transaction does not lead to 
the risk of input foreclosure, due to the merged e ntity’s limited presence in the 
upstream market.  
(477)  As to the risk of customer foreclosure, the Notifying Party argues that vertical 
relationships between the Parties already exist before the Transaction, through  
                                                 
294   Non-Horizontal Merger Guidelines, paragraph 29.  
295   Non-Horizontal Merger Guidelines, paragraph 58.  
296   Non-Horizontal Merger Guidelines, paragraph 59.  
 
 
90  The […] Agreement under which TKR provides who lesale broadband access 
services  to Orange , allowing the latter to provide retail fixed services (i.e. fixed  
telephony, internet, TV) and multiple -play serv ices to residential customers ; 
 Wholesale broadband access agreements entered into on a case -by-case basis,  
depending on the customers’ end -location, allowing Orange  to provide  business 
connectivity services to non -residential customers.  
(478)  The Notifying Party also submits that on the business connectivity market, there are 
approx. 490 ISPs (including Digi, Vodafone, TKR and Orange ) seeking wholesale 
broadband access from fixed networks owners on a case -by-case basis, depending on 
the custome rs’ end -location, to provide business connectivity services to non -
residential customers. 297 
5.6.2.2.  The Commission’s assessment  
(479)  With respect to the argument raised by the Notifying Party, in relation to the risk of 
input foreclosure, the Commission observes that t he presence of the merged entity 
on the upstream market for wholesale broadband access is marginal and therefore the 
merged entity would not have the ability to foreclose such input.  
(480)  With respect to  the risk of  customer foreclosure by the merged entity , the 
Commission firstly observe s that the market share, in excess of 30%, existing in the 
two mentioned downstream retail markets (fixed telephony and business 
connectivity services) is largely due to TKR. Moreover , the supply relationship 
between TKR and Or ange pre -dates the Transaction, due to the […] agreement , 
which allows Orange to offer fixed telephony services , and to a number of ad hoc 
agreements that allow Orange to provide business connectivity services.  Therefore, 
the vertical integration of an imp ortant customer already exists before the 
Transaction . 
(481)  Based on the above considerations, the Commission observes that the Transaction is 
not going deprive any supplier from  a significant portion of demand  or any 
significant customer . 
(482)  Secondly, the Commiss ion considers that, post -transaction, there will be a 
sufficiently large portion of demand to be addressed by competing providers  of 
wholesale broadband access , as indicated by the number of ISPs (490) mentioned by 
the Notifying Party.  The Commission also observes that, given the market share of 
the merged entity on the affected downstream markets, a relevant  portion of demand 
will remain contestable after the Transaction ( depending on downstream customers’ 
recourse to their own infrastructure, a maximum de mand between [40-50] and [60-
70]% in retail fixed telephony services and approximately [60-70]% in retail 
business connectivity services).  
(483)  Based on the above , the Commission considers that the merged entity would lack the 
ability to engage into a customer foreclosure strategy.  
(484)  The Commission therefore concludes that the Transaction does not r aise serious 
doubts as to its compatibility with the internal market , in relation to the vertical 
                                                 
297   Form CO, paragraph 1162.  
 
 
91 relationships between the upstream market for wholesale broadband access and the 
downstream markets for retail fixed telephony services and retail business 
connectivity services  respectively . 
5.6.3.  Wholesale leased lines  
(485)  The Transac tion leads to vertically affected markets due to the vertical links of the 
upstream wholesale market for leased lines  (where the Parties have a combined 
market share of [20-30]% with an increment by Orange of [0-5]%) to the 
downstream markets for (i) retail business connectivity  services (where the Parties 
have a combined market share of approximately [30-40]% in value ), (ii) retail 
mobile telecommunications services (where the Parties have a combined market 
share of approximately [40-50]% in value ), and (iii) wholesale fixed backhaul 
services298 respectively . 
5.6.3.1.  The Notifying Party’s view  
(486)  The Notifying Party argues that no competition concerns arise in relation to such 
vertical links, as the merged entity would lack both the ability and incentive to 
engage in cu stomer foreclosure , due to the fact that the merged entity needs to source 
leased lines from third parties and, secondly, the contracts in place with such parties 
do not allow for termination in the short to medium term .299 In particular, t he 
Notifying Party submits that in [20-30]% of the areas where Orange  provides 
business connectivity services, TKR’s fibre is not present. Thus, in these areas, 
Orange  will have no choice but to contract with third -party providers  of leased lines .  
(487)  In addi tion, as long as impact on competition is concerned, a ccording to the 
Notifying Party, a possible customer foreclosing strategy would also not have any 
significant impact on competition, as the majority of leased lines providers are 
vertically integrated w ith operations downstream, destine the bulk of their capacity 
to such downstream operations and offer to other customers only the residual 
capacity.300 
5.6.3.2.  The Commission’s assessment  
(488)  The Commission observes that the Transaction does not entail a likely  risk that the 
merged entity would engage in an input foreclosure  strategy , due to  the Parties’ 
limited combined market share  on the upstream market, since the merged entity will 
represent less than  [20-30]% of the wholesale market for leased lines , with a very 
modest increment (below [0-5]%) added by Orange.  
(489)  In the paragraphs below, the Commission assesses the risk that the Transaction 
would lead to the adoption of  a possible customer foreclosure strategy by the merged 
entity.  As shown below, for each of the three downstream markets where wholesale 
                                                 
298  The Notifying Party has not been able to estimate TKR’s and its rivals’ market shares as regards the wholesale 
provision of fixed backhaul services as, it argues, the market is particularly intransparent, ANCOM does not 
publish any data regarding fixed backhaul services and there are no alternative credible data sources available. 
The Notifying Party argues that TKR mostly provides wholesale access as such, i.e. not limited to a specific use 
case. Therefore, TKR does not even know whether access seekers use such wholesale access to TKR’s network 
for fixed backhauling or services that the access seeker in turn provides to its customers.  
299   Parties’ reply to RFI 10 of 7 July 2021, p.10.  
300   Parties’ reply to RFI 10 of 7 July 2021, p.10.  
 
 
92 leased lines are used, at least one of the three cumulative element s (ability, incentive 
or effects) is missing.  
Ability  
(490)  The Commission observes that, at the moment, in order to provide mobile services at 
the retail level, apart from TKR, Orange  relies on […] leased lines. As regards 
business connectivity services, apart from TKR, Orange  relies on one -shot 
agreements with […], as well as […] for specific customers’ contracts.301 
(491)  As regards these  one-shot contracts at the wholesale level for the retail provision of 
business connectivity services, the Commission considers that Orange  will have no 
ability to engage into a customer foreclosure strategy , because  the possibility for 
Orange to modify or terminate an existing contract is limited, due to important 
deterrent penalties in case of interruption or modification during the implementation 
of a contract.302 The only possibility left to Orange  to terminate a contract is in case 
of str ong degradation of the connectivity and connection to the network.303 
(492)  These limitations , the Commission notes,  apply also to  […].304 
(493)  The Commission therefore considers that , with respect to all three downstream 
markets affected ( i.e. retail mobile telecommunic ations services, business 
connectivity services and backhaul services),  the merged entity would lack the 
ability to engage into a customer foreclosure strategy.  
Incentive  
(494)  With respect to incentive, the Commission considers that Orange  will have no 
incentive to engage into a customer forec losure strategy , because in [20-30]% of 
areas where Orange  provides business connectivity services305 TKR has no fibre 
network  and the new entity will be forced t o choose a third party network . Indeed, 
copper and xDSL equivalent do not ensure the same quality of service as fibre and 
are therefore almost never used by Orange  to provide business connectivity services 
at the retail level.306  
(495)  The Commission considers that, s hould the merged entity decide to source leased 
lines exclusively from its upstream leased lines  division, it should accept to replace 
fibre from third parties with its own copper and xDSL  infrastructure , thus lowering 
the quality of its network and of the services it provides to business co nnectivity 
customers . A degradation in the quality of the business connectivity services offered 
by Orange  would, in turn, trigger switching from its business customers. In fact, the 
results of the market investigation indicate that quality of service is t he main reason 
for customer switching.307 
                                                 
301   Parties’ reply to RFI 10 of 7 July 2021, p.10.  
302   Parties’  reply to RFI 10 of 7 July 2021, p.11.  
303   Form CO, paragraph 1826.  
304   Parties’ reply to RFI 10 of 7 July 2021, p.11.  
305   Parties’ repl y to RFI 10 of 7 July 2021, p.11.  
306   Parties’ reply to RFI 10 of 7 July 2021, p.11.  
307   Replies to Questionnaire Q2 to business customers, question 10.  
 
 
93 (496)  The Commission therefore considers that , with respect to the downstream market for 
business connectivity services,  the merged entity lacks the incentive to engage into a 
customer foreclosure strategy.  
Impact on competition  
(497)  With respect to the impact of a possible customer foreclosure strategy by the merged 
entity, the Commission considers that such impact would not be significant. In fact, 
as already noted, the providers of leased lines mainly use their capacity internally for 
their downstream divisions and destine only residual capacity to the market.308 
(498)  Second, the merged entity will have a market share of approximately [40-50]% in 
the market for retail mobile telecommunications services and approximately [30-
40]% in the market for business connectivity services. Therefore, after the 
Transaction there will be a contestable market, for suppliers of leased lines, 
representing approximately [50-60]% of the retail market for mobile 
telecommunications services and of [60-70]% of the market for business 
connectivity services.   
(499)  Third, th e Commission  observes that a possible customer foreclosure strategy by the 
merged entity will not take away significant demand from competing providers of 
leased lines.  In fact, already to day, Orange  is hosted on TKR’s leased lines for the 
purpose of its retail activities on the mobile and business connectivity markets. As to 
TKR, it is not an important customer of wholesale leased lines services as it mainly 
relies on its own network for t he purpose of its downstream business connectivity 
activities. As regards its activities on the mobile market, TKR is an MVNO hosted 
on TRMC’s network and therefore does not need to procure any leased lines at the 
wholesale level.309 
(500)  For the reasons above, a  possible customer foreclosure strategy implemented by the 
merged entity would not have a significant impact on competition , at least in relation 
the downstream markets for retail mobile telecommunications services and business 
connectivity services . 
(501)  The C ommission therefore concludes that the Transaction does not rise serious 
doubts as to its compatibility with the internal market, in relation to the vertical 
relationships between the upstream market for wholesale leased lines and the 
downstream markets fo r retail mobile telecommunications services, retail business 
connectivity services and the wholesale market for fixed backhaul services 
respectively . 
5.6.4.  Wholesale provision of call termination services on fixed networks   
(502)  The vertical relationship between the Parties consists of Orange ’s and TKR’s 
wholesale provision of call termination services on fixed networks and their 
downstream supply of (i) fixed telephony services and of (ii) mobile 
telecommunications services. The market s are vertically affected within the meaning 
of the Merger Regulation , as the Parties’ combined market share is above 30% both 
on the upstream market for wholesale provision of call termination services on fixed 
                                                 
308   Parties’ reply to RFI 10 of 7 July 2021, p.11.  
309   Parties’ reply to RFI 10 of 7 July 2021, p.11.  
 
 
94 networks (100% on each individual fixed network) and on the downstream markets 
for legacy fixed telephony services ( [50-60]% in value and [30-40]% in volume) and 
mobile telecommunications services ( [40-50]% in value and [40-50]% in volume).  
(503)  The Commission observes that the  wholesale provision of call ter mination services 
on fixed networks is regulated in Romania by ANCOM. ANCOM has imposed 
several remedies on each network operator, such as obligations for access to specific 
network facilities, transparency, non -discrimination and price control.  
(504)  The Commis sion considers that , in the present case,  ex ante  regulation excludes any 
vertical foreclosure scenario arising from the Transaction as the Parties will not have 
any ability to foreclose. Furthermore, the Parties’ incentives to foreclose will not 
change as  the competitive conditions prevailing before the Transaction are similar to 
the competitive conditions that would result from the proposed Transaction on the 
upstream market (the Parties will continue to have a 100% market share on each 
individual fixed n etwork). In any event, the Parties will have no incentive to 
foreclose access to fixed call termination services as they will continue to require 
fixed termination services from rival fixed operators to ensure that their customers 
can receive calls from ot her networks. Any attempt to foreclose could therefore lead 
to retaliation measures.  
(505)  The Commission therefore concludes that the Transaction does not lead to serious 
doubts as to its compatibility with the internal market in relation to the vertically 
affected markets in question.  
5.6.5.  Wholesale termination and hosting of calls to non -geographic numbers  
(506)  The vertical relationships between the Parties consist of TKR’s wholesale provision 
of termination and hosting of calls to non -geographical numbers (the upst ream 
market, where the Parties’ activities do not overlap, as Orange is not active, and 
TKR has obtained small and decreasing revenues)310 and the downstream markets 
for the supply of (i) legacy fixed telephony services and of (ii) mobile services by 
both Or ange and TKR. They are  vertically affected because the Parties’ downstream 
combined market share is above [30-40]% on the downstream markets for legacy 
fixed telephony services ( [50-60]% in value and [30-40]% in volume ) and mobile 
telecommunications servic es ([40-50]% in value and [40-50]% in volume ). 
(507)  However, as to input foreclosure , the Commission observes that  the Parties will not 
have any ability to foreclose competitors active in the retail markets of legacy fixed 
telephony and mobile services as TKR h as small and decreasing  revenues from this 
activity (nor does the Transaction improv e its market position, as Orange is not 
active in the upstream market)  and other alternative providers of termination and 
hosting services exist, especially Digi and Vodafone.311 
(508)  As to a possible customer foreclosure, t he Commission considers that the Parties will 
not have any incentive to foreclose , as the competitive conditions prevailing before 
the Transaction will remain largely unaffected by  the proposed Transaction . Indeed, 
                                                 
310  Form CO, paragraph 548. Orange does not derive any revenues from the termination and hosting of calls to  non-
geographic numbers in Romania. On its side, TKR derived from this market revenues of EUR […] in 2017, EUR 
[…] in 2018 and EUR […] in 2019.  
311  Form CO, paragraph 1267.  
 
 
95 (i) the market share increment resulting from the Transaction  on the downstream 
market of legacy fixed telephony services  is limited  (Orange representing [0-5]% of 
the market  in value and [0-5]% in volume in 2020 ) and (ii) TKR’s market share 
increment on the downstream market of mobile services ( [0-5]% in value and [0-5]% 
in volume in 2020 ) will remain minimal.  
(509)  The Commission therefore concludes that the Transaction does not lead to serious 
doubts as to its compatibility with the internal market i n relation to the vertically 
affected markets in question . 
5.6.6.  Wholesale provision of domestic call transit services on fixed networks  
(510)  The vertical relationship between the Parties consists of TKR’s upstream wholesale 
provision of domestic call transit service s on fixed networks and the downstream 
supply of legacy fixed telephony services by both Orange  and TKR. The markets are  
vertically affected as TKR’s upstream market s hare amount s to [50-60]% in volume  
and the Parties’ downstream combined market share is [50-60]% in value and [30-
40]% in volume in 2020 . 
(511)  However, the Commission considers that  the Parties will not have any ability to 
foreclose competitors active in the retail market of legacy fixed telephony services as 
many alternatives exist. This has been confirmed by ANCOM in 2019 , in a decision 
in which the regulator  withdrew TKR’s regulatory obligations considering the 
existence of  viable alternatives to national transit services provided by TKR.312 In 
addition, ANCOM held that there is efficient competiti on on the market as the 
market structure is heterogeneous, the operators’ demand for such service is 
decreasing and there are a high number of direct interconnection agreements 
concluded between public networks operators in Romania (276 at the end of 
2017) .313 
(512)  With respect to the risk of customer foreclosure, the Commission notes that the 
majority of the Parties’ market share in the downstream market is represented by 
TKR itself (which is the only party active in the upstream market)  and Orange only 
brings a marginal increment in the retail market for fixed telephony services ( [0-5]% 
in value and [0-5]% in volume ). In addition, given the Parties’ combined market 
share, a residual demand corresponding to a portion between [40-50]% and [60-
70]% of the market remains contestable.   
(513)  The Commission therefore concludes that the Transaction does not lead to serious 
doubts as to its compatibility with the internal market in relation to the vertically 
affected markets in question . 
5.6.7.  Global telecommunications services  
(514)  The v ertical relationship between the Parties consists , upstream,  of Orange ’s 
provision of global telecommunications services (with a [0-5]% market share in 
value)  and of their downstream supply of legacy fixed telephony  services , mobiles 
                                                 
312   According to ANCOM, at the end of 2017, there were 8 operators providing national switched transit services in 
Romania, namely TKR, GTS Telecom S.R.L., Digital Cable Systems S.A. (acquired by Digi), Net -Connect 
Communications S.R. L., Media Sat S.R.L., Prime Telecom S.R.L. and Nooh Media S.R.L.  
313   ANCOM, Annual report 2019, p. 9 -10. 
 
 
96 telecommunications services  and business connectivity services. The market s are  
vertically affected within the meaning of the Merger Regulation , as the Parties 
combined market share is above 30% in these downstream markets, namely the retail 
supply of legacy fixed telephony ( [50-60]% in value and [30-40]% in volume), 
mobile telecommunications ( [40-50]% in value and [40-50]% in volume) and 
business connectivity services ( [30-40]% in value  in 2020 ). 
(515)  The Commission, however, observes that Orange’s  market share in the market for 
global telecommunications services is marginal ( [0-5]%). Many other competitors 
would thus remain  able to provide global telecommunications services in the event 
of an input foreclosure . The adoption of  such a strategy would  therefore  result in the 
loss of revenue as operators active on the downstream markets would easily switch 
to other alternative providers.  
(516)  As to a possible customer foreclosure strategy, the Commission observes that, with 
respect to both retail fixed telep hony services and retail mobile telecommunications 
services, the increment brought about by the Transaction is marginal (below [0-5]% 
both in value and volume). In addition, the Commission notes , with respect to all 
three downstream markets, that a residua l demand corresponding to a portion 
between [40-50]% and [60-70]% of the market remains contestable , given the 
Parties’ combined market shares.   
(517)  The Commission therefore concludes that the Transaction does not lead to serious 
doubts as to its compatibility  with the internal market in relation to the vertically 
affected markets in question . 
5.6.8.  Wholesale internet connectivity services  
(518)  The vertical relationship between the Parties consists of Orange ’s wholesale 
provision of internet connectivity services (with a market share of [0-5]% in value)  
and the  Parties’  downstream supply of business connectivity services. The market s 
are vertically affected within the meaning of the Merger Regulation , as the Parties’ 
combined market share is above 30% in the business conne ctivity services market 
([30-40]% in value).  
(519)  However, with respect to the risk that the merged entity engages in a strategy of 
customer foreclosure, the Commission observes that the Parties’ combined market 
share is less than [40-50]% in value, thus leaving a contestable demand representing 
more than [60-70]% of the downstream market  for business connectivity services.  
(520)  The Commission therefore concludes that the Transaction does not lead to serious 
doubts as to its compatibility with  the internal market in relation to the vertically 
affected markets in question . 
5.6.9.  Wholesale  call termination services on mobile networks  
(521)  The vertical relationship between the Parties consists of Orange ’s and TKR’s 
wholesale provision of call termination ser vices on mobile networks and their 
downstream supply of (i) legacy fixed telephony services and (ii) of mobile services. 
The market s are vertically affected within the meaning of the Merger Regulation , as 
the Parties’ combined market share is above 30% bot h on the upstream market for 
wholesale provision of call termination services on mobile networks (100% on each 
individual fixed network) and on the downstream markets for legacy fixed telephony 
 
 
97 services ( [50-60]% in value and [30-40]% in volume) and mobile  
telecommunications services ( [40-50]% in value and [40-50]% in volume).  
(522)  With respect to a possible input foreclosure, the Commission considers that Orange 
will not have the ability to engage in input foreclosure on the market for the 
wholesale provision o f call termination services on mobile networks. The 
Commission notes that the wholesale provision of call termination services on 
mobile networks was regulated in Romania by ANCOM decisions.314 ANCOM has  
thus imposed several remedies on each network operator , such as obligations for 
access to specific network facilities, transparency, non -discrimination and price 
control.  Furthermore, as established by Article 75 of the European Electronic 
Communications Code, the Commission adopted a delegated act setting th e 
Eurorates (a single Union -wide mobile and a single Union -wide fixed termination 
rate).315 The Delegated Regulation entered into force on 23 April 2021 and the 
termination rates therein started to apply on 1 July 2021. Th at means that, as of 1 
July, the ter mination rates currently imposed by the Romanian regulator are no 
longer valid and are replaced by  the rates set out by the Delegated Regulation.  In 
addition, the Commission considers that the Parties’ incentives to foreclose will not 
change as the competitive conditions prevailing before the Transaction are similar to 
the competitive conditions that would result from the proposed Transaction on th e 
upstream market (the Parties will continue to have a 100% market share on each 
individual fixed network).  
(523)  With respect to the risk of customer foreclosure on the Commission considers that , 
after the Transaction, a sufficient portion of demand will remai n contestable 
(corresponding to approximately [40-50]%  to [60-70]% in the retail market for fixed 
telephony services and to approximately [60-70]% in the retail market for mobile 
telecommunication services ). In any event, the Commis sion considers that  the 
Parties will have no incentive to foreclose access to mobile call termination services 
as they will continue to require mobile termination services from rival MNOs to 
ensure that their customers can receive calls from other networks. Any attempt to 
foreclo se could therefore lead to retaliation measures.  
(524)  The Commission therefore concludes that the Transaction does not lead to serious 
doubts as to its compatibility with the internal market in relation to the vertically 
affected markets in question . 
5.6.10.  Wholesale international roaming services  
(525)  The vertical relationship between the Parties consists of Orange ’s upstream 
wholesale provision of international roaming services and the downstream supply of 
mobile telecommunications services by both Orange  and TKR. The mar kets are 
vertically affected within the meaning of the Merger Regulation , as the Parties’ 
combined market share is above 30% on the downstream market for the retail 
                                                 
314  Commission decision of 10 November 2017 regarding the cases RO/2017/2017 and RO/2017/2018; Romanian 
Government Emergency Ordinance no. 111/2011 appr oved, with amendments, by Law no. 140/2012 (as 
subsequently amended and supplemented).  
315  Commission Delegated Regulation (EU) 2021/654 of 18 December 2020 supplementing Directive (EU) 
2018/1972 of the European Parliament and of the Council by setting a si ngle maximum Union -wide mobile voice 
termination rate and a single maximum Union -wide fixed voice termination rate (the „Delegated Regulation“)  
 
 
98 provision of mobile telecommunications services ( [40-50]% in value and [40-50]% 
in volume).  
(526)  The Commission observes that the Transaction creates  a vertical relationship 
between Orange’s activities in the wholesale market for international roaming 
services in all countries where it is active as an MNO and TKR’s activity as a retailer 
of mobile te lecommunications services. Nonetheless, in this respect , the increment 
brought by TKR in the latter market is virtually non -existing,  as TKR does not 
provide retail mobile services standalone but only in bundles with fixed services , or 
at most negligible i f FMC subscribers are accounted for ( [0-5]% in value and [0-5]% 
in volume).  
(527)  Moreover, the Commission notes that the wholesale market for international 
roaming services is regulated by the European Regulation on roaming on public 
mobile communications networks within the Union .316 In particular, the European 
Regulation requires MNOs to grant all reasonable requests for  access which may be 
necessary to allow the access seeker to provide a roaming service (and relevant 
ancillary services) of reasonable quality and specification, charged at a  fair and 
reasonable price . Thus, the Commission considers that Orange  will not ha ve the 
ability to foreclose competing providers of mobile  telecommunications services in 
Romania as the wholesale market for international roaming  services is subject to ex 
ante regulation.  
(528)  The Commission therefore concludes that the Transaction does not l ead to serious 
doubts as to its compatibility with the internal market in relation to the vertically 
affected markets in question  
5.6.11.  Wholesale call origination services on mobile networks  
(529)  For completeness, the Commission notes that p ost-Transaction, a vertica l 
relationship between the Parties will exist through the MVNO agreement under 
which Orange  is to replace TRMC and host TKR to enable it provide mobile 
communications services to customers in Romania. The Commission observes, 
however, that Orange is curren tly not active on this market (as it does not host any 
other operator on its network) and neither is TKR.  
6. PROPOSE D RE ME DIES  
(530)  In order to render the concentration compatible with the internal  market, the 
undertakings concerned have modified the notified conc entration by entering into the 
following commitments, which are annexed to this decision and form an integral part 
thereof.  
(531)  Orange commits to procuring  TKR to divest the 30% minority shareholding in 
TRMC to OTE (the “Commitments”). Orange commits not to im plement the 
Transaction before TKR has entered into a final binding sale and purchase 
agreement with OTE, subject to the latter being approved by the Commission as 
acquirer, for the sale of the 30% minority shareholding in TRMC and the 
                                                 
316  Regulation (EU) No 531/2012 of the European Parliament and of the Council of 13 June 2012 on roaming on 
public mobile communications networks within the Union (OJ L 172, 30.6.2 012, p. 10 –35), article 3.  
 
 
99 Commission has appro ved the terms of sale in accordance with the Commitments 
and Closing of the Divestment Asset has occurred.  
(532)  Additionally, Orange commits, for a period of 5 years  after the transfer of the legal 
title to the TRMC Minority Stake to the Purchaser , not to acquire, whether directly 
or indirectly, any stake in or direct influence over TRMC , unless the Commission 
finds that the structure of the market has changed to such an extent that the absence 
of influence of Orange over TRMC is no longer necessary to rend  the Transaction 
compatible with the internal market.   
(533)  Orange has identified OTE as a purchaser of the 30% minority shareholding in 
TRMC. Orange submits that OTE is a suitable purchaser (as defined in paragraph 48 
of the Commission’s Remedies Notice317) for the following reasons:  
(a) OTE is independent of and unconnected to Orange and its affiliated 
undertakings.  
OTE is the largest technology company in Greece. It is one of the top three 
listed companies with respect to capitalization, in the Athens Stock 
Exchan ge. Deutsche Telekom holds sole control on OTE and 47.9% of its 
share capital. The Greek State holds (directly and indirectly) 5.7% of OTE’s 
share capital. OTE Group employs approximately 11  500 people in Greece 
and approximately 16  000 people in total.  
OTE does not have any share or any direct or indirect ownership in Orange or 
any of its affiliated undertakings and vice versa. In addition, no director of 
Orange or any of its affiliated undertakings is on the board of OTE (or its 
controlling shareholders)  and vice versa.  
(b) OTE has the financial resources, proven expertise and incentive to operate 
the 30% minority shareholding in TRMC.  
OTE currently holds 70% of the share capital of and sole control over 
TRMC. Therefore, it currently has and will continue to have, after the 
implementation of the Commitments, the financial resources, proven 
expertise, and incentive to operate TRMC.  
In 2020, OTE announced a turnover of EUR 3.3 billion. OTE’s credit rating 
by S&P is BBB and current cash reserves (as reported at e nd of Q1 2021) 
reached EUR 608 million.  
Furthermore, OTE belongs to the Deutsche Telekom Group, one of the 
largest telecommunications groups in the world, encompassing 242 million 
mobile customers, 27 million fixed -network lines and 22 million broadband 
lines. DT is present in more than 50 countries, with over 226  300 employees 
throughout the world and an overall revenue of EUR 101 billion in 2020. In 
particular, the acquisition by OTE of TRMC ’s minority stake is supported by 
DT. 
                                                 
317  Commission Notice on remedies acceptable under Council Regulation (EEC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 , OJ C 267, 22.10.2008 , p. 1 -27 (“Commission Notice on Remedies”).  
 
 
100 (c) The sale of the 30% minority shareholding in TRMC to OTE will not create 
any further competitive concerns.  
OTE already has sole control over TRMC (through a 70% shareholding in 
TRMC). Therefore, TRMC’s structure of control will not change as a result 
of the implementation  of the Commitments. The only change will be that, 
pursuant to the Commitments, OTE will hold 100% of TRMC’s shares, 
instead of 70%. Therefore, the sale of the 30% minority shareholding in 
TRMC to OTE will not create any horizontal, vertical and conglomera te 
competition concerns. As there is no change of control over TRMC, the sale 
of the 30% minority shareholding in TRMC to OTE will not delay the 
closing of the Transaction since no prior authorization is required from any 
competition authority.  
(534)  In addition , the Parties have  submitted a draft of the Shares Sale Purchase 
Agreement (“SPA”) between TKR and OTE on 9 July.  
(535)  Orange submits that the Commitments resolve the competition concerns identified 
by the Commission on the market for retail mobile telecommunic ations services in 
Romania by completely removing the structural link between Orange and TRMC 
that would otherwise exist as a result of the Transaction.  
(536)  In addition , the Notifying Party has  entered into related commitments  regarding the 
submission  of written reports in English on the developments in  the negotiations 
with the Purchaser , including the appointment of a monitoring trustee . 
7. ASSE SSME NT OF THE  PRO POSE D RE ME DIES  
(537)  The Commission analysed the suitability of the proposed commitments to remedy 
serious doubts in this case against the standard set out in the Commission Notice on 
Remedies.  
7.1. Framework for the Commission's assessment of the Commitments  
(538)  Where a notified conc entration raises serious doubts as to its compatibility with the 
internal market, the parties may modify the notified concentration so as to remove 
the grounds for the serious doubts identified by the Commission, with a view to 
having it declared compatibl e with the internal market pursuant to Article 6(1)(b) in 
conjunction with Article 6(2) of the Merger Regulation.  
(539)  As set out in the Commission Notice on Remedies, commitments must eliminate the 
Commission’s serious doubts entirely, they must be comprehensi ve and effective 
from all points of view, and they must be capable of being implemented effectively 
within a short period of time, as the conditions of competition on the market will not 
be maintained until the commitments have been fulfilled.318 
(540)  In assessin g whether or not commitments will restore effective competition, the 
Commission considers their type, scale and scope, by reference to the structure and 
the particular characteristics of the market in which the Commission has identified 
                                                 
318   Commission Notice on Remedies, paragraph 9.  
 
 
101 serious doubts as t o the compatibility of the notified concentration with the internal 
market.319 
(541)  Divestiture commitments are the best way to eliminate serious doubts resulting from 
horizontal overlaps in the merging parties’ activities.320 Divestiture commitments 
may also be us ed for removing links between the parties and competitors in cases 
where these links contribute to the competition concerns raised by the merger. The 
divestiture of a minority shareholding in a competitor may be necessary in order to 
sever a structural lin k with a competitor.321 
(542)  Furthermore, the intended effect of the divestiture will only be achieved if and once 
the business is transferred to a suitable purchaser with proven relevant expertise and 
ability to maintain and develop the business to be divested a s a viable and active 
competitive undertaking.  
7.2. Results of the market test  
(543)  To assess the suitability of the Commitments to remove serious doubts in this case, 
the Commission launched a market test on 7 July 2021.  
(544)  The market test confirmed that the Commitmen ts are  sufficient to preserve 
competition in retail mobile telecommunications services after the Transaction322 and 
that OTE is a suitable purchase r of the TRMC ’s minority stake323. 
7.3. Suitability of the proposed commitments to remedy serious doubts in the 
market  for the retail supply of mobile telecommunications services  
(545)  The commitment to procure TKR to divest all shares that TKR holds in TRMC  prior 
to completion of the Transaction will resolve the serious doubts  identified in section 
5.4.2.2  above in relation to the Transaction as originally proposed.324  
                                                 
319   Commission Notice on Remedies, paragraph 12.  
320   Commission Notice on Remedies, paragraphs 17 and 59.  
321   Commission Notice on Remedies, paragraph 58.  
322  Replies to Questionnaire Q4 – Commitments market test, questions 8 and 8.1. The Commission notes that certain 
competitors asked the Commission to impose additional remedies on the Notifying Party and on TRMC 
regarding the allocation of radio frequencies sp ectrum. However, when reviewing a concentration, the 
Commission only assesses the changes brought about by the proposed Transaction. In the present case, the 
Transaction does not have any impact on the allocation of radio frequencies spectrum, as TKR does not hold any 
radio frequencies spectrum license. Moreover, the Commission notes that TRMC is not a party to the 
Transaction. Therefore, the Commission has not identified any competition concerns brought about by the 
Transaction with regard to  the allocatio n of radio frequencies spectrum . 
323   Replies to Questionnaire Q4 – Commitments market test, questions 7 to 7.3.1.  
324  For completeness, the Commission notes that, in the Form CO, the Parties initially proposed to put in place 
firewall and “ring fencing” arrangements, which would have involved relinquishing Orange’s voting and 
information rights and its share of TKR’s economic risks and benefits. In the Form CO, the Parties submitted that 
such measures would “last for as long as Orange Romania has a shareh olding interest in TRMC”. However, 
according to paragraph 13 of the Commission’s Remedies Notice, commitments which are structural in nature, 
such as a commitment to sell a business unit or in this case a minority shareholding are, as a rule, preferable fr om 
the point of view of the Merger Regulation's objective, inasmuch as such commitments prevent, durably, the 
competition concerns which would be raised by the merger as notified, and do not, moreover, require medium or 
long-term monitoring measures. The R emedies Notice also states in paragraphs 58 -59 that the “divestiture of a 
minority shareholding in a joint venture may be necessary in order to sever a structural link with a major 
competitor, or, similarly, the divestiture of a minority shareholding in a competitor”, noting that “the divestiture 
of such stakes is the preferable solution” with the Commission only being able to “exceptionally accept” non -
 
 
 
102 (546)  First, the Commitments will remove the structural link between TKR and TRMC 
entirely , before Orange acquires control of TKR . They will therefore  ensure that 
Orange cannot use its position as a minority shareholder to obtain any strategic 
knowledge about TRMC’s business policy or future plans. Second, they ensure that 
Orange will not have veto rights that could allow it to thre aten the future viability of 
TRMC as a competitor, for example by hampering or prevent the reorganization  or 
restructuring of TRMC, or its sale to a strategic or private equity buyer.  Third, the 
Commitments ensure that Orange has no financial incentive to compete less 
aggressively, or to coordinate its behaviour on the market, with TRMC following the 
Transaction.  They are moreover clear cut and will not require ongoing monitoring.  
(547)  For the avoidance of any doubt, it should be noted that this decision does n ot 
constitute the approval of OTE as a buyer  or of the draft SPA between TKR and 
OTE . The Commission will assess  these aspects  subsequently , in a separate decision.  
(548)  The Commission notes that the Commitments include the standard criteria for a 
suitable purchaser (contained in section D of the Commitments), in particular that 
the purchaser must be independent from Orange, have proven expertise and the 
incentive to operate the 30% minority shareholdi ng in TRMC  and that t he sale of the 
30% minority shareholding in TRMC to OTE will not create any prima facie  
competitive concerns.  Moreover, the Commission notes on a preliminary basis that 
OTE, through the remedy, would increase its participation in TRMC from 70% to 
100% and that the remedy would not lead to a change in the nature of control, as 
OTE already has sole control of TRMC . 
7.4. Conclusion  
(549)  For the reasons outlined above, the Commission considers that the Commitments 
entered into by Orange  are sufficient in scope and suitable to eliminate the serious 
doubts as to the compatibility of the transaction with the internal  market.  
7.5. Conditions and o bligations  
(550)  Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regulati on, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered into vis -à-vis the Commission with a view to rendering the 
concentration compatible wi th internal market.  
(551)  The fulfilment of the measures that give rise to the structural change of the market is 
a condition, whereas the implementing steps which are necessary to achieve this 
result are generally obligations on the parties. Where a condition i s not fulfilled, the 
Commission’s decision declaring the concentration compatible with the internal 
market is no longer applicable. Where the undertakings concerned commit a breach 
of an obligation, the Commission may revoke the clearance decision in accor dance 
with Article 6(3) of the Merger Regulation. The undertakings concerned may also be 
                                                                                                                                                      
structural commitments such as the waiving of rights linked to such minority stakes. Therefore, the 
Commi tments formally presented by Orange allow to fully eliminate in a clear and structural way the 
competition concern identified, leading to the divestiture of the minority shareholding in TRMC, and appear 
therefore preferable to the behavioural measures init ially envisaged in the Form CO.  
 
 
103 subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the 
Merger Regulation.  
(552)  As explained, the Commission is to make sure in particular that  in the purchaser 
approval process the independence criteria of the buyer are rigorously assessed. The 
Commission is also to check, in close cooperation with the monitoring trustee, that 
no potential suitable buyer is excluded from the outset of the purcha ser selection 
process.  
(553)  In accordance with the basis distinction between conditions and obligations, the 
commitments in section  B of the Annex  constitute conditions attached to this 
Decision, as only through full compliance therewith can the structural chan ges in the 
relevant market be achieved. The other commitments set out in the Annex constitute 
obligations, as they concern the implementing steps which are necessary to achieve 
the modifications sought in a manner compatible with the internal market.  
(554)  Accor dingly, the Decision not to raise objections is made conditional on full 
compliance by the Notifying Party with Section B of the Commitments and with the 
remaining sections of the Commitments which constitute obligations on the Parties.  
(555)  The full text of th e Commitments is attached as Annex  I to this Decision and forms 
an integral part of it.  
8. CONCLUSION  
(556)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with the 
internal market and with the functioning of the EEA Agreement, subject to full 
compliance with the conditions in section B  of the commitments annexed to the 
present decision and with the obligations contained in the other sections of the said 
commitments. This decision is adopted in application of Article 6(1)(b) in 
conjunction with Article 6(2) of the Merger Regulation  and Article 57 of the EEA 
Agreement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive  Vice-President  
Case No. COMP 10153   
 
1 Case M. 10153 – Orange/Telekom Romania Communications  
COMMITMENTS TO THE EUROPEAN COMMISSION  
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), Orange 
S.A. (“ Orange ” or the “ Notifying Party ”), hereby enters into the following Commitments (the 
“Commitments ”) vis -à-vis the European Commission (the “ Commission ”) with a view to rendering 
compatible with the internal market and the functioning of the EEA Agre ement  the acquisition by 
Orange Romania from Deutsche Telekom AG’s (“ DT”) solely controlled subsidiary Hellenic 
Telecommunications Organizations S.A. (“ OTE ”) of the entire share capital of OTE International 
Investments Ltd1, a wholly -owned subsidiary of OTE, which controls  approximately 54% of the shares 
in and sole control over Telekom Romania Communications S.A. (“ TKR ”) (the “Transaction ”).  
This text shall be interpreted in light of the Commission’s decision pursuant to Article 6(1)(b) of the 
Merger Regulation to declare the Transaction compatible with the internal market and the functioning 
of the EEA Agreement (the “ Decision ”), in the general framework of European Union law, in 
particular in light of the Merger Regulation, and by reference to the Co mmission Notice on remedies 
acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 
802/2004 (the “ Remedies Notice ”). 
The Commitments shall take effect upon the date of adoption of the Decision.  
Section A.  Definitions  
1. For the purpose of the Commitments, the following terms shall have the following meaning:  
Affiliated Undertakings : undertakings controlled by the Notifying Party, whereby the notion of 
control shall be interpreted pursuant to Article 3 of the Merger Regulation and in light of the 
Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on 
the control of concentrations between undertakings (the " Consolidated Jurisdictional Notice ").  
Closing : the transfer of the legal tit le to the TRMC Minority Stake to the Purchaser.  
Confidential Information : any business secrets, know -how, commercial information, or any  
other information of a proprietary nature that is not in the public domain.  
Conflict of Interest : any conflict of inter est that impairs the Monitoring Trustee’s objectivity and 
independence in discharging its duties under the Commitments.  
DT: Deutsche Telekom AG.  
Divestment Asset : all shares that TKR holds in TRMC at the Effective Date, which amount to 
30% of the TRMC sha re capital and voting rights (i.e. the TRMC Minority Stake).  
Effective Date : the date of adoption of the Decision.  
Divestiture Period : the period of […] from the Effective Date.  
                                                 
1  OTE International Investments Ltd does not conduct any activities or operations other than its holding of TKR shares.  
Case No. COMP 10153   
 
2 Monitoring Trustee : One or more natural or legal person(s), independent from the Notifying 
Party , who is approved by the Commission and appointed by the Notifying Party , and who has the 
duty to monitor the Notifying Party’s compliance with the conditions and obligations att ached to 
the Decision.  
Orange or the Notifying Party : Orange S.A.  
OTE : Hellenic Telecommunications Organization S.A., a subsidiary of DT, which holds 70% of 
the shares in and sole control over TRMC.  
Purchaser : the entity approved by the Commission as acqui rer of the Divestment Asset in 
accordance with the criteria set out in Section D.  
Purchaser Criteria : the criteria laid down in paragraph 9 of these Commitments th at the 
Purchaser must fulfil in order to be approved by the Commission.  
Share Purchase Agreement : binding agreement between the Purchaser and TKR regarding the 
transfer of the Divestment Asset to the Purchaser.  
TKR : Telekom Romania Communications S.A.  
Transaction : Acquisition by Orange Romania S.A. of approximately 54% of the shares in and 
sole control over TKR.  
TRMC : Telekom Romania Mobile Communications S.A.  
TRMC  Minority Stake : all equity securities held by TKR in TRMC, being 159,374,750 shares of 
RON 4.84 each, amounting to approximately 30 per cent. of the fully diluted share capital of 
TRMC  as defined in Section B .  
Section B.  The commitment to divest and the Divestment Asset  
 Commitment to divest  
2. Telekom Romania Mobile Communications S.A. (“ TRMC ”) is a Romanian mobile network 
operator that is currently solely controlled by DT, through its subsidiary OTE which holds 70% of 
the shares in TRMC. TKR holds the remaining 30% shares in TRMC (the “ TRMC Minority 
Stake ”). Therefore, as a result of the Tran saction, Orange would indirectly acquire a 30% interest 
in TRMC2. 
3. In order to maintain effective competition, the Notifying Party commits to procure TKR to divest 
the Divestment Asset at the latest by the end of the Divestiture Period to the Purchaser and on 
terms of sale approved by the Commission in accordance with the procedure described in 
paragraphs 10 and 11 of these Commitments. To carry out the divestiture, the Notifying Party 
commits to procure TKR to enter into a final binding sale and purchase agreement for the sale of 
the Divestment Asset wi thin the Divestiture Period with the Purchaser. If TKR has not entered 
                                                 
2  The Romanian Government currently holds – and will continue to after the Transaction  – an approximatively 46% 
non-controlling minority stake in TKR. Therefore, the Romanian Government , through TKR, holds an indirect  
13.8% interest in TRMC .  
Case No. COMP 10153   
 
3 into such an agreement at the end of the Divestiture Period, subject to paragraphs 29 and 30, both 
the Commitments and the Decision will no longer be applicable.  
4. The Transaction shall not be implemented before TKR has entered into a final binding sale and 
purchase agreement for the sale of the Divestment Asset, the Commission approves the terms of 
sale in accordance with paragraph 10, and the Closing has taken place .  
5. The Notifying Party shall be deemed to have complied with this commitment if by the end of the 
Divestiture Period, TKR has entered into a final binding sale and purchase agreement with the 
Purchaser, the Commission approves the terms of sale as being consis tent with the Commitments 
in accordance with the procedure described in paragraphs 10 and 11, and the Closing takes place.  
6. In order to maintain the structural effect of the Commitments, for a period of 10 years after 
Closing, the Notifying Party shall not acquire, whether directly or indirectly, the possibility of 
exercising influence (as defined in paragraph 43 of the Remedie s Notice, footnote 3) over the 
whole or part of the Divestment Asset, unless, following the submission of a reasoned request 
from the Notifying Party showing good cause and accompanied by a report from the Monitoring 
Trustee (as provided in paragraph 30 of these Commitments), the Commission finds that the 
structure of the market has changed to such an extent that the absence of influence of the 
Notifying Party over TRMC is no longer necessary to render the Transaction compatible with the 
internal market.  
 Structure and definition of the Divestment Asset  
7. The Divestment Asset consists of the the TRMC Minority Stake.  
Section C.   Related commitments   
8. The Notifying Party shall submit written reports in English on the developments in the 
negotiations with the Purchaser to the Commission and the Monitoring Trustee no later than 10 
days after the end of every month following the Effective Date (or otherwis e at the Commission’s 
request).  
Section D.  The Purchaser  
9. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:  
(a) The Purchaser shall be independent of and unconnected to the Notifying Party and its 
Affiliated Unde rtakings (this being assessed having regard to the situation following the 
divestiture).  
(b) The Purchaser shall have the financial resources, proven expertise and incentive to operate 
the Divestment Asset.  
(c) The acquisition of the Divestment Asset by the Purchaser must neither be likely to create, in 
light of the information available to the Commission, prima facie  competition concerns nor give 
rise to a risk that the implementation of the Commitments will  be delayed. In particular, the 
Purchaser must reasonably be expected to obtain all necessary approvals from the relevant 
regulatory authorities for the acquisition of the Divestment Asset  
Case No. COMP 10153   
 
4 (together, the “ Purchaser Criteria ”). 
10. The final binding sale and pu rchase agreement (as well as ancillary agreements) relating to the 
sale of the Divestment Asset shall be conditional upon the Commission’s approval of the terms of 
sale. Upon TKR reaching an agreement with the Purchaser, the Notifying Party shall, within o ne 
week of reaching such an agreement, submit a copy of the final agreement(s) to the Commission 
and the Monitoring Trustee. The Notifying Party must be able to demonstrate to the Commission 
that the Divestment Asset is being sold in a manner consistent wi th the Decision and the 
Commitments . For the approval, the Commission shall verify that the Divestment Asset is being 
sold in a manner consistent with the Commitments.  
Section E.  Monitoring Trustee  
 I. Appointment procedure  
11. The Notifying Party shall appoint a Monitoring Trustee to carry out the functions specified in 
these Commitments for a Monitoring Trustee.  
12. The Monitoring Trustee shall:  
(i) at the time of appointment, be independent of the Notifying Party and its Affiliated 
Undertakings;  
(ii) po ssess the necessary qualifications to carry out its mandate, for example have sufficient 
relevant experience as an investment banker or consultant or auditor; and  
(iii) neither have nor become exposed to a Conflict of Interest.  
13. The Monitoring Trustee sha ll be remunerated by the Notifying Party in a way that does not impede 
the independent and effective fulfilment of its mandate.  
  Proposal by the Notifying Party   
14. No later than two weeks after the Effective Date, the Notifying Party shall  submit the name or 
names of one or more natural or legal persons whom they propose to appoint as the Monitoring 
Trustee to the Commission for approval. The proposal shall contain sufficient information for the 
Commission to verify that the person or perso ns proposed as Monitoring Trustee fulfil the 
requirements set out in paragraph 12 and shall include:  
(a) the full terms of the proposed mandate, which shall include all provisions necessary to 
enable the Monitoring Trustee to fulfil its duties under these Commitments;  
(b) the outline of a work plan which describes how the Monitoring Trustee intends to 
carry out its assigned tasks.  
  Approval or rejection by the Comm ission  
15. The Commission shall have the discretion to approve or reject the proposed Monitoring Trustee  
and to approve the proposed mandate subject to any modifications it deems necessary for the 
Monitoring Trustee to fulfil its obligations. If only one name is approved, the Notifying Party shall 
appoint or cause to be appointed the person or persons concer ned as Monitoring Trustee, in 
Case No. COMP 10153   
 
5 accordance with the mandate approved by the Commission. If more than one name is approved, 
the Notifying Party shall be free to choose the Monitoring Trustee to be appointed from among the 
names approved. The Monitoring Truste e shall be appointed within one week of the Commission’s 
approval, in accordance with the mandate approved by the Commission.  
  New proposal by the Notifying Party  
16. If all the proposed Monitoring Trustees are rejected, the Notifying Party shall submit the names of 
at least two more natural or legal persons within one week of being informed of the rejection, in 
accordance with paragraph 15 of these Commitments.  
  Monit oring Trustee nominated by the Commission  
17. If all further proposed Monitoring Trustees are rejected by the Commission, the Commission shall 
nominate a Monitoring Trustee, whom the Notifying Party shall appoint, or cause to be appointed, 
in accordance with a  trustee mandate approved by the Commission.  
 II. Functions of the Monitoring Trustee  
18. The Monitoring Trustee shall assume its specified duties and obligations in order to ensure 
compliance with the Commitments. The Commission may, on its own initiative or at the request of 
the Monitoring Trustee or the Notifying Party , give any orders or in structions to the Monitoring 
Trustee in order to ensure compliance with the conditions and obligations attached to the Decision.   
 Duties and obligations of the Monitoring Trustee  
19. The Monitoring Trustee shall:  
 
(i)        propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and conditions attached to the 
Decision.  
 
(ii) review and assess the progress of the divestiture process;   
 
(iii) act as a contac t point for any requests by third parties, in particular the Purchaser, in 
relation to the Commitments;  
 
(iv) provide to the Commission, sending the Notifying Party a non -confidential copy at the 
same time, a written report within 15 days after the end of every  month that shall cover the 
progress of the divestiture process;  
 
(v) promptly report in writing to the Commission, sending the Notifying Party a non -
confidential copy at the same time, if it concludes on reasonable grounds that the 
Notifying Party is failing  to comply with these Commitments;  
 
(vi) within one week after receipt of the final binding sale and purchase agreement between 
TKR and the Purchaser referred to in paragraph 10 of these Commitments, submit to the 
Commission, sending the Notifying Party a non -confidential copy at the same time, a 
reasoned opinion as to whether the Divestment Asset is sold in a manner consistent with 
the conditions and obligations attached to the Decision;  
Case No. COMP 10153   
 
6  
(vii) assume the other functions assigned to the Monitoring Trustee under the conditions and 
obligations attached to the Decision.    
 III. Duties and obligations of the Notifying Party  
20. The Notifying Party shall provide and procure TKR to provide the Monitoring Trustee with all 
such co -operation, assistance and information as the Monitoring Trustee may reasonably require to 
perform its tasks. The Monitoring Trustee shall have full and complete access to any of TKR’s 
information necessary fo r fulfilling its duties under the Commitments and the Notifying Party 
shall provide and procure TKR to provide the Monitoring Trustee upon request with copies of any 
document. The Notifying Party shall make available to the Monitoring Trustee one or more o ffices 
on their premises and shall be available for meetings in order to provide the Monitoring Trustee 
with all information necessary for the performance of its tasks.  
21. The Notifying Party shall indemnify the Monitoring Trustee and its employees and agents  (each 
an “Indemnified Party ”) and hold each Indemnified Party harmless against, and hereby agrees 
that an Indemnified Party shall have no liability to the Notifying Party for any liabilities arising 
out of the performance of the Monitoring Trustee’s duties under the Commitments, except to the 
extent that such liabilities result from the wilful default, recklessness, gross negligence or bad faith 
of the Monitoring Trustee, its employees, agents or advisors.  
22. At the expense of the Notifying Party, the Mo nitoring Trustee may appoint advisors (in particular 
for corporate finance or legal advice), subject to the Notifying Party’s approval (this approval not 
to be unreasonably withheld or delayed) if the Monitoring Trustee considers the appointment of 
such ad visors necessary or appropriate for the performance of its duties and obligations under the 
Mandate, provided that any fees and other expenses incurred by the Monitoring Trustee are 
reasonable. Should the Notifying Party refuse to approve the advisors prop osed by the Monitoring 
Trustee the Commission may approve the appointment of such advisors instead, after having heard 
the Notifying Party. Only the Monitoring Trustee shall be entitled to issue instructions to the 
advisors. Paragraph 21 of these Commitments shall apply mutatis mutandis . 
23. The Notifying Party agrees that the Commission may share Confidential Information proprietary 
to the Notifying Party or TKR with the M onitoring Trustee. The Monitoring Trustee shall not 
disclose such information and the principles contained in Article 17 (1) and (2) of the Merger 
Regulation apply mutatis mutandis .  
24. The Notifying Party agrees that the contact details of the Monitoring Tru stee are published on the 
website of the Commission’s Directorate -General for Competition and they shall inform interested 
third parties of the identity and the tasks of the Monitoring Trustee.  
25. For a period of 5 years from the Effective Date, the Commissio n may request all information from 
the Notifying Party that is reasonably necessary to monitor the effective implementation of these 
Commitments.  
 IV. Replacement, discharge and reappointment of the Monitoring Trustee  
26. If the Monitoring Trustee ceases to pe rform its functions under the Commitments or for any other 
good cause, including the exposure of the Monitoring Trustee to a Conflict of Interest:  
Case No. COMP 10153   
 
7 (a) the Commission may, after hearing the Monitoring Trustee and the Notifying Party , require 
the Notifying Party to replace the Monitoring Trustee; or  
(b) the Notifying Party may, with the prior approval of the Commission, replace the Monitoring 
Trustee.  
27. If the Monitoring Trustee is removed according to paragraph 26 of these Commitments, the 
Monitoring Trustee may be required to continue in its function until a new Monitoring Trustee is 
in place to whom the Monitoring Trustee has effected a full hand over of al l relevant information. 
The new Monitoring Trustee shall be appointed in accordance with the procedure referred to in 
paragraphs 11-17 of these Commitments.  
28. Unless removed according to paragraph 26 of these Commitments, the Monitoring Trustee shall 
cease to act as Monitoring Trustee only after the Commission has discharged it from its duties 
after all the Commitments with which the Monitoring Trustee has been entrusted have been 
implemented. However , the Commission may at any time require the reappointment of the 
Monitoring Trustee if it subsequently appears that the relevant remedies might not have been fully 
and properly implemented.  
Section F.  The review clause  
29. The Commission may extend  the time p eriods foreseen in the Commitments  in response to a 
request from the Notifying Party or, in appropriate cases, on its own initiative. Where the 
Notifying Party requests an extension of a time period, it shall submit a reasoned request to the 
Commission no later than one month before the expiry of that period, showing good cause. This 
request shall be accompanied by a report from the Monitoring Trustee, who shall, at the same time 
send a non -confidential copy of the report to the Notifying Party . Only in exc eptional 
circumstances shall the Notifying Party be entitled to request an extension within the last month of 
any period.  
30. The Commission may further, in response to a reasoned request from the Notifying Party showing 
good cause waive, modify or substitute , in exceptional circumstances, one or more of the 
undertakings in these Commitments. This request shall be accompanied by a report from the 
Monitoring Trustee, who shall, at the same time send a non -confidential copy of the report to the 
Notifying Party . The request shall not have the effect of suspending the application of the 
undertaking and, in particular, of suspending the expiry of any time period in which the 
undertaking has to be complied with.  
Section G.  Entry into force  
31. The Commitments shall tak e effect upon the date of adoption of the Decision.  
Duly authorised for and on behalf of Orange S.A.  
 
___________________  
[Signed]