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,  23.10.201 9 
C(2019) 7719 final  
PUBLIC VERSION  
 
To the notifying party  
Subject : Case M. 9460  — Capgemini /Altran  
Commission decision pursuant to Article 6(1)(b) of Council 
Regulation No  139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam,  
(1) On 18 September  2019, the Commis sion received notification of  a proposed 
concentration pursuant to Article 4 of Counc il Regulation (EC) No 139/2004 by 
which Capgemini S.E. (“Capgemini”  or “the Notifying Party” , France) acquires 
within the meaning of Article 3(1)(b) of the Merger Regulation sole control over 
Altran Technologies S.A. (“Altran”, France)  (the “Transaction”) .3 Capgemini and 
Altran  are jointly referred to as  the “Parties”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( 'TFEU ') has introduced certain changes, such as the 
replacement of  'Community ' by 'Union ' and 'common market ' by 'internal market '. The terminology of 
the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p . 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 321 , 25.09.2019 , p. 2. 

 
2 1 THE PARTIES  
(2) Capgemini  is a publicly traded European company,  active in more than 40 
countries , and headquartered in Paris, France. Capgemini is mainly active in IT 
services  and to a lesser extent in engineering services . Its activities are organised 
around  four business lines, namely (i) Consulting – Strategy and Transformation, 
(ii) Application Services, (iii) Technology and Engineering Services, and (iv) 
Other Managed Services . Capgemini is not controlled by any of its shareholders.   
(3) Altran  is a publicly tr aded joint stock company, active in more than 30 countries 
worldwide , headquartered in Neuilly -sur-Seine, France . Altran is active in high-
tech engineering and innovation consultancy services . It provides a diverse range 
of engineering services, from concept to industriali sation, to customers active 
across a wide range of sectors . Altran also provides IT services. Considering its 
fragmented shareholding structure  and voting rules , Altran  is not controlled by 
any of its shareholders .4 
2 THE OPERATION  
(4) The Transaction consists of an acquisition of shares . Pursuant to a tender offer 
agreement (“TOA”) dated 11 August 2019, Capgemini will obtain a majority of 
Altran’s shares and voting rights5 and will thus acquire sole control of Altran.6  
(5) The Transaction therefore constitutes a concentration pursuant to Article 3(1)(b) 
of the Merger Regulation .  
3 UNION D IMENSION   
(6) The Parties  concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 m illion (Capgemini: EUR 13.2 billion; Altran: EUR 2.9 billion). 
Each of the Parties generates an aggregate turnover in excess of 250 million in the 
Union  (Capgemini: EUR […]; Altran: EUR […]).  None of the Parties achieves 
more than two -thirds of its aggrega te EU -wide turnover within one and the same 
Member State . 
                                                 
4  Form CO,  paragraphs 39-47 and footnote 27.  
5  The Notifying Party indicates  that, if on the closing date Capgemini does not hold a number  of shares 
representing more than 50% of Altran’s share capital or voting rights, the Transaction will become null 
and void and would automatically lapse . If Capgemini obtains more than 50.10% of Altran’s shares 
and voting rights on a fully diluted basis, the proposed public tender will be considered successful. If 
Capgemini obtains less than 50.10% of Altran’s shares and voting rights on a fully diluted basis, 
Capgemini may decide not to proceed with the offer or may decide to waive the acceptance threshol d, 
being 50.10% of Altran’s shares and voting rights on a fully diluted basis . Therefore, should 
Capgemini acquire more than 50% but less than 50.10% of shares and voting rights on a fully diluted 
basis the Transaction would still give rise to an acquisiti on of control in accordance with the 
Commission Consolidated Jurisdictional Notice No 139/2004.  
6  On 24 June 2019, Capgemini signed separate share purchase agreements  (“SPAs”)  with three minority 
shareholders for the sale of their shareholding representin g 11.43% of the Target’s share capital and 
11.39%  of the Target’s voting rights. These transactions were co mpleted  on 2 July 2019. The three 
transactions are not related to the TOA and thus not interdependent with the notified Transaction . 
Considering  Altran’s voting rules  (article 9 of Altran’s bylaws) , these three transactions did not confer 
upon Capgemini any control over Altran . 
 
3 (7) Therefore, the Transaction has a Unio n dimension pursuant to Article  1(2) of the 
Merger Regulation . 
4 RELEVANT MARKETS  
(8) The Parties’ activities overlap in the following product markets (and/or possible  
segments thereof): (i) IT services and (ii) engineering services.  
4.1 Product market definition  
4.1.1 IT services  
4.1.1.1  Commission precedents  
(9) In previous cases such as Atos/Siemens IT Solutions & Services ,7 IBM/INF 
Business of Deutsche Lufthansa8 and Lenovo/Fujitsu/FCC L,9 the Commission 
considered the market for IT services and its potential segments.  In those cases , 
the Commission considered that IT services may be further segmented by (i) 
functionality and (ii) by industry sector  based on  reports by the market 
intelligence company  Gartner.  
(10) More specifically, t he overall market for IT services can be segmented by 
functionality  into (i) consulting; (ii) implementation; (iii) IT outsourcing; (iv) 
business process outsourcing; (v) software support; and (vi) hardwar e support10. 
In addition, t he overall market can be segmented by industry sector  into (i) 
banking & securities; (ii) communications, media & services; (iii) education; (iv) 
government; (v) healthcare providers; (vi) insurance; (vii) manufacturing & 
natural resources; (viii) retail; (ix) transportation; (x) utilities; and (xi) wholesale 
trade.11 In previous cases, the Commission ultimately left the precise product 
market definition open.  
                                                 
7  Commission decision of 25 March 2011 , Case COMP/ M.6127 Atos/ Siemens IT Solutions & Services, 
paragraph  14. 
8  Commissi on decision of 15 December 2014, Case COMP/M.7458 IBM/INF Business of Deutsche 
Lufthansa, para graphs  15-29. 
9  Commission decision of 16 April 2018, Case COMP/M.8765 Lenovo/Fujitsu/FCCL, para graphs  23-
24. 
10  In its report for 2019, Gartner states that Serv ice Level 1 refers to IT services as a whole (without 
further segmentation) and that Service Level 2 refers to IT services segmented into the following four 
categories: ( i) business process outsourcing, (ii) consulting, (iii) implementation and (iv) manage d 
services and cloud infrastructure services  (Gartner Report 2019, Form CO, Annex 1.3).  The Notifying 
Party explains that the “managed services and cloud infrastructure services” category as defined in the 
Gartner Report refers to (i) IT outsourcing, (ii) software support, and (iii) hardware support (Form CO, 
Section 6.1, footnote 82).  
11  In addition, in past decisions, the Commission also considered a possible distinction between small 
and large customers, i.e. between the supply of IT services to large c orporations or to smaller 
organisations . See Commission decision of 18 November 2004, Case COMP/ M.3571 IBM/Maersk 
Data / DMdata, paragraph  13; Commission decision of 25 March 2014, Case COMP/ M.6127 Atos 
Origin/Siemens IT Solutions & Services, paragraph  14. See also  Commission decision of 13 October 
2008,  Case COMP/ M.5301 Cap Gemini /BAS, paragraph  9. Furthermore, in past decisions the 
Commission considered an additional segmentation of IT outsourcing. See Commission decision of 15 
December 2014, Case COMP/M.7458 IBM/INF Business of Deutsche Lufthansa, paragraph  20; 
Commission decision of 21 December 2 016, Case COMP/M.8180 Verizon/Yahoo, paragraph  72. 
 
 
4 4.1.1.2  The Notifying Party’s views  
(11) The Notifying Party submits that segmenting t he IT services market both by type 
of service and by type of industry is not justified, and that the relevant product 
market is the overall market for IT services.  
(12) Howe ver, i n the Notifying Party’s view, should the market for IT services be 
segmented by f unctionality, such segmentation should be limited to Gartner 
Service Level 2. The Notifying Party further submits that distinguishing between 
IT services along industry sectors is not meaningful as (i) most IT services 
providers operate across a large numb er of sectors and (ii) enterprise customers in 
different business sectors use the same kind of IT services.  
(13) The Notifying Party also considers that , should the market for IT services be 
segmented by sector, wholesale trade does not constitute a relevant p roduct 
market because such segmentation does not correspond with  market reality.12  
(14) In any event, the Notifying Party considers that the precise market definition can 
be left open since the Transaction does not raise concerns under any plausible 
market defi nition.  
4.1.1.3  The Commission’s assessment  
(15) The market investigation  provided mixed results as to the exact scope of the 
relevant product market .13 For the purpose of the present decision , the exact 
product market definition  for IT services (whether overall or segmented by  
functionality or  by industry sector or both ) 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 plausible product market definition . 
4.1.2 Engineering services  
4.1.2.1  Commission’s precedents  
(16) In previous cases , Caisse des dépôts et des consignations/Veolia Transdev ,14 
EDF/CDC/RTE15 and Ardian/GPS Branch of Assystem Group,16 the Commission 
                                                                                                                                                 
Those  distinction s were no longer considered in more recent cases : see Commission decision of 16 
April 2018, Case COMP/M.8765 Lenovo/Fujitsu/FCCL, para graphs  23-24. 
12  In support of the view that the whole sale trade sector is not a relevant product market, the Notifying 
Party argues that t he wholesale trade sector includes an undefined class of wholesalers regardless of 
their industry, which are artificially classified in to two categories  (durable and nondu rable goods ). 
Moreover, the Notifying Party submits that the size of wholesale trade sector appears to be artificially 
small in most countries and there is high demand -side substitutability across industries, especially 
between the wholesale and retail tra de sectors.  The results of the market investigation are mixed as to 
whether IT services should be segmented by industry sector (see paragraph 15). In any event , in case a 
segmentation by industry sector were to be relevant, no respondent considers  , that w holesale trade 
should be further segmented depending on the  durability of goods.  
13  See responses to the Commission’s market questionnaire  Q1 to competitors, questio ns 3, 3.1, 4, 4.1, 5 
and 5.1; responses to the Commission’s market questionnaire Q2 to customers , replies to questio ns 3, 
3.1, 4, 4.1, 5 and 5.1.  
14  Commission decision in Case M.6794 Ca isse des dépôts et des consignations/Veolia Transdev of 26 
April 2013, para graphs  25-26. 
15  Commission decision in Case COMP/ M.8270 EDF/CDC/RTE of 24 March 2017, paragraph  18. 
 
5 considered a potential segmentation of the market for the provision of engineering 
services (i) by type of activity/engineering service ; and (ii) by type of industry 
sector  (e.g. aeronautics, transport, energy, etc.) . The Commission ultimately left 
the precise product market def inition open.  
(17) Digital engineering, which is relevant to the stated rationale of the Transaction,17 
consists of  the combination of  engineering services and IT derived solutions. The 
Commission has not previously considered a separate market or market segment  
for digital engineering within the overall market  for engineering services .  
4.1.2.2  The Notifying Party’s views  
(18) The Notifying Party agrees with the findings of the Commission in previous cases 
as regards segmentation by type of industry sector. However, the Notifying Party  
submits that no further segmentation by type of activity/engineering service is 
necessary given that all major engineering services providers offer all or most 
types of services to their customers.  
(19) The Notifying Party considers  that digital eng ineering is synonymous with 
engineering services . It argues that digital engineering is a commercial term 
reflecting the increasing modernis ation of engineering and R&D to take into 
account new technologies . The Notifying Party considers  that digital engin eering 
is provided across all industry sectors and that digital engineering services 
involve the same suppliers and customers as engineering services . Therefore, the 
Notifying Party states that digital engineering does not constitute a product 
market  distinct from engineering services . 
(20) The Notifying Party considers that the precise market definition can be left open 
in the present case as the Transaction will not raise concerns under any plausible 
market definition.  
4.1.2.3  The Commission’s assessment  
(21) The ma rket investigation  provided mixed results as to the exact scope of the 
relevant product market for engineering services .18  
(22) The market investigation also provided mixed views as to whether digital 
engineering should be considered as a distinct market.19 A m ajority of 
competitors considered  that digital engineering is not a distinct market but rather  
the evolution of or “state of the art”  version  of traditional engineering services. 
Other competitor respondents and the majority of customer respondents consider  
that digital engineering is a separate  market because it requires different skills, 
new technical requirements and know -how and suppliers can charge higher 
                                                                                                                                                 
16  Commission decision in Case COMP/ M.8548 Ardian/GPS Branch of Assystem Group of 18 August 
2018, paragraph  13. 
17  The main stated rationale of the Transaction is to address the growing demand for digital engineering 
services by combining the Parties’ respective activities in IT services (mostly Capgemini) and 
operational technology (i.e. engineering, mostly Altran) (Form CO, Section 3.2, para graphs  60 to 79).  
18  See Q1  – Questionnaire to competitors  (prov iders of IT and engineering services) (“Q1”) , replies to 
questio ns 6, 6.1, 7 and 7.1; Q2 – Questionnaire to  customers of IT and engineering services (“Q2”) , 
replies to questio ns 6, 6.1, 7 and 7.1.  
19  See Q1, replies to questio ns 9 and 9.1; Q2, replies to q uestio ns 9 and 9.1.  
 
6 prices . The market investigation also provided mixed views as to the precise 
definition of digital engineering and what services it comprises.20  
(23) In light of the above, and for  the purpose of the present decision , the exact 
product market definition for engineering services ( i.e., whether overall or 
segmented by type of activity/engineering service and by sector or both, and 
whether digital engineering constitutes a separate product market) 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 a ny plausible 
product market definition . 
4.2 Geographic market definition  
4.2.1 IT services  
4.2.1.1  Commission precedents  
(24) In its previous decisions , the Commission considered whether the geographic 
market definitions  for IT services  were EEA -wide or national in scope, but 
ultimately left the precise geographic market definition open.21  
4.2.1.2  The Notifying Party’s views  
(25) The Notifying Party submits that the relevant geographic market for IT services is 
EEA -wide or possibly regional (i.e. Western Europe22). According to the 
Notifying P arty, a regional geographic market definition differentiating betw een 
Western and Eastern Europe may be appropriate due to the following 
considerations: (i) a ll major IT services providers have an established presence in 
Western Europe , (ii) t he majority o f the demand for IT services originates from 
Western European companies , and (iii) such segmentation is supported by 
Gartner.  
(26) In the Notifying Party's view, the precise geographic market definition with 
regard to IT services can be left open, since the Tr ansaction does not raise 
concerns on any alternative geographic scope (i.e., national, regional, EEA -wide 
or global ). 
4.2.1.3  The Commission’s assessment  
(27) The market investigation  provide s mixed views as to the relevant geographic 
scope . Whereas a majority of respondents indicate  that IT market participants 
provide IT services on a cross -border scale, possibly  global , a majority also 
                                                 
20  See Q1, replies to questio n 8; Q2, replies to questio n 8. 
21  Commission decision of Case COMP/M.8765 Lenovo/Fujitsu/FCCL decision, para graphs  35-36; Case 
COMP/M.7458  IBM/INF Business of Deutsche Lufthansa, para graphs  30-32. 
22  Based on the Gartner Report, which distinguishes between Western Europe  (including countries such 
as Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, 
Norway, Portugal, Spain, Sweden, Switzerlan d, the United King dom), and Eastern Europe (including 
countries such as the Czech Republic, Hungary, Poland ) (Gartner Report 2019, Form CO, Annex 1.3) . 
 
7 consider that a national presence is a key requirement for many customers when 
select ing IT services providers .23  
(28) For the purpose  of the present decision , the exact geographic market definition  for 
IT services  (whether  national , regional,  EEA -wide  or global ) can be left open as 
the Transaction does not raise serious doubts  as to its compatibility with the 
internal market or the func tioning of the EEA Agreement  under any plausible 
geographic  market definition . 
4.2.2 Engineering services  
4.2.2.1  Commission precedents  
(29) In its previous decisions , the Commission considered alternative geographic 
market definitions  for engineering services : EEA -wide and national in scope, but 
ultimately left the precise geographic market definition open.24 
4.2.2.2  The Notifying Party’s views  
(30) The Notifying Party submits that the relevant geographic market for engineering 
services is EEA -wide or possibly regional ( distinguishing  Western Europe  and 
Eastern Europe25). According to the Notifying Party, a regional geographic 
market definition  differentiating betw een Western and Eastern Europe may be 
appropriate because : (i) all major engineering  services providers have an 
established pres ence in Western Europe , (ii) the majority of the demand for R&D 
and engineering  services originates from Western European companies  and (iii) 
such segmentation is supported by the engineering services market research 
company, Zinnov .  
(31) In the Notifying Part y's view, the precise geographic market definition with 
regard to engineering services can be left open, since the Transaction does not 
raise concerns on any alternative geographic market scope (i.e., national, regional, 
EEA -wide or global ). 
4.2.2.3  The Commission ’s assessment  
(32) The market investigation provided mixed views as to the relevant geographic 
market definition . A majority of respondents indicated that engineering  market 
participants provide engineering services on a cross -border scale, possibly global , 
but also stated that a national presence is a key requirement for many customers  
to select engineering services providers .26 
                                                 
23  See Q1, replies to questio ns 10, 10.1 and 10.2; Q2, replies to questio ns 10, 10.1 and 10.2.  
24  Commission decision of 2 6 April 2013, Case COMP/M.6794  Caisse des dépôts et des 
consignations/Veolia Transdev, paragraphs  36-38; Commission decision of 18 August 2018, Case 
COMP/ M.8548 Ardian/GPS Branch of Assystem Group, para graphs  16-18. 
25  Zinnov defines “ Eastern Europe ” as including the Czech Republic, Slovakia, Poland, Hungary, 
Romania, Ukraine, Belarus, Lithuania, Latvia, Estonia, and Russia; and defines “ Western Europe ” as 
including Spain, Portugal, Italy, France, Belgium, the Netherlands, Luxembourg, Lichtenstein, 
Monaco , Germany, Austria, Switzerland, the United Kingdom, Ireland, Denmark, Sweden, Norway, 
and Finland.   
26  See Q1, replies to questio ns 11, 11.1 and 12.2; Q2, replies to questio ns 11, 11.1 and 11.2.  
 
8 (33) For the purpose of the present decision , the exact geographic market definition for 
engineering services (whether  national, regional , EEA -wide  or global ) 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 plausible 
geographic  market definition . 
5 COMPETITIVE ASSESSMEN T 
(34) The Part ies’ activities horizontally overlap in the provision of IT and engineering 
services. In addition, t he Transaction creates a potential conglomerate  relationship 
between Capgemini’s activities in IT services and Altran’s activities in 
engineering services.  
5.1 Framework for the competitive assessment  
5.1.1 Horizontal non -coordinated effects  
(35) A merger may significantly impede effective competition in a market by 
removing important competitive constraints on one or more sellers who 
consequently have increased market pow er. 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 remov es this particular 
constraint. Non -merging firms in the same market can also benefit from the 
reduction of competitive pressure that results from the merger, since the merging 
firms’ price increase may switch some demand to the rival firms, which, in turn,  
may find it profitable to increase their prices. The reduction in these competitive 
constraints could lead to significant price increases in the relevant market.27 
(36) The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not  significant horizontal non -coordinated effects are likely to result 
from a merger, such as the large market shares of the merging firms, the fact that 
the merging firms are close competitors, the limited possibilities for customers to 
switch suppliers , or the fact that the merger would eliminate an important 
competitive force.28 That list of factors applies equally regardless of whether a 
merger would create or strengthen a dominant position, or would otherwise 
significantly impede effective competition due  to non -coordinated effects. 
Furthermore, not all of these factors need to be present to make significant non -
coordinated effects likely and it is not an exhaustive list.29  
(37) Finally, the Horizontal Merger Guidelines describe a number of factors, which 
could  counteract the harmful effects of the merger on competition, including the 
likelihood of buyer power, entry and efficiencies.30 
                                                 
27 Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings  (“Horizontal Merger Guidelines ”), OJ C 31, 5.2.2004, p. 5, 
paragraph  24. 
28 Horizontal Merger Guidelines, para graphs  27 et seq.  
29 Horizontal Merger Guidelines, para graph  26.  
30  Horizon tal Merger Guidelines, paragraphs 64 et seq . 
 
9 5.1.2 Conglomerate  effects  
(38) According to the Non -Horizontal Merger G uidelines , in most circumstances, 
conglomerate mergers do not lead to competition problems.31  
(39) However, foreclosure effects may arise when the combination of products in 
related markets confer on the merged entity the ability and incentive to leverage a 
strong market position from one market to another closely related market by 
means of tying or bun dling or other exclusionary practices. The Non -Horizontal 
Merger Guidelines distinguish between bundling , which usually refers to the way 
products are offered and priced by the merged entity32 and tying, usually referring 
to situations where customers that purchase one good (the tying good) are 
required to also purchase another good fro m the producer (the tied good).  
(40) Tying and bundling as such are common practices that often have no 
anticompetitive consequences. Nevertheless, in certain circumstances, these  
practices may lead to a reduction in actual or potential rivals’ ability or incentive 
to compete. Foreclosure may also take more subtle forms, such as the degradation 
of the quality of the standalone product.33 This may reduce the competitive 
pressure on t he merged entity allowing it to increase prices.34 
(41) In assessing the likelihood of such a scenario, the Commission examines, first, 
whether the merged  firm would have the ability to foreclose its rivals,35 second, 
whether it would have the economic incentive  to do so36 and, third, whether a 
foreclosure strategy would have a significant detrimental effect on  competition, 
thus causing harm to consumers .37 In practice, these factors are often examined 
together  as they are closely intertwined . 
(42) In order to be able to  foreclose competitors, the merged entity must have a 
significant degree of market power, which does not necessarily amount to 
dominance, in one of the markets concerned. The effects of bundling or tying can 
only be expected to be substantial when at least  one of the merging parties’ 
products is viewed by many customers as particularly important and there are few 
relevant alternatives for that product.38 Further, for foreclosure to be a potential 
concern, there must be a large common pool of customers, which  is more likely to 
be the case when the products are complementary.39 Finally, bundling is less 
                                                 
31  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, paragraph 92.  
32  Within bundling practices, the distinction is also made between pure bundling and mixed bundling. In 
the case of pure bundling the products are only sold jointly in fixed proportions. With mixed bundling 
the products are also available separa tely, but the sum of the stand -alone prices is higher than the 
bundled price.  
33  Non-Horizontal Merger Guidelines, para graph  33. 
34  Non-Horizontal Merger Guidelines, para graph  93. 
35  Non-Horizontal Merger Guidelines, para graphs  95 to 104.  
36  Non-Horizontal  Merger Guidelines, para graphs  105 to 110.  
37  Non-Horizontal Merger Guidelines, para graphs  111 to 118. 
38  Non-Horizontal Merger Guidelines, paragraph 99.  
39  Non-Horizontal Merger Guidelines, paragraph 100.  
 
10 likely to lead to foreclosure if rival firms are able to deploy effective and timely 
counter -strategies, such as single -product companies combining their offers.40 
(43) The incentive to foreclose rivals through bundling or tying depends on the degree 
to which the strategy is profitable.41 Bundling and tying may entail losses or 
foregone revenues for the merged entity.42 However, they may also allow the 
merged entity to in crease profits by gaining market power in the tied goods 
market, protecting market power in the tying good market, or a combination of 
the two.43  
(44) It is only when a sufficiently large fraction of market output is affected by 
foreclosure resulting from the c oncentration that the concentration may 
significantly impede effective competition. If effective single -product players 
remain in either market, competition is unlikely to deteriorate following a 
conglomerate concentration.44 The effect on competition needs  to be assessed in 
light of countervailing factors such as the presence of countervailing buyer power 
or the likelihood that entry would maintain effective competition in the upstream 
or downstream markets.45 
5.2 Assessment of possible horizontal non -coordinate d effects  
5.2.1 Market shares  
(45) The Transaction gives rise to horizontal overlaps  in IT services and engineering 
services. These overlaps are relatively  limited since  Capgemini is mostly active in 
IT services,46 whilst  Altran mainly focuses on engineering services.47  
5.2.1.1  IT services  
(46) The Transaction gives rise to a limited number of horizontally affected (possible) 
markets for IT services (segmented by functionality  and by industry sector ).48  
(47) The Transaction does not give rise to any affected market in a possible global 
market for IT services (and possible narrower markets).  
(48) At the EEA level, the Parties’ combined market share in 2018 exceed ed 20% only 
in one narrow  potential  market , namely th e market for  IT services implementation 
in wholesale trade (Capgemini: [20-30]%; Altran: [0 -5]%).49  
                                                 
40  Non-Horizontal Merger Guidelines, paragraph 103. 
41  Non-Horizontal Merger Guidelines, para graph  105. 
42  Non-Horizontal Merger Guidelines, para graph  106. 
43  Non-Horizontal Merger Guidelines, para graph  108. 
44  Non-Horizontal Merger Guidelines, para graph  113. 
45  Non-Horizontal Merger Guidelines, para graph  114. 
46  Capgemini’s engineering services only accounted for less than [0-20]% of its global revenues in 2018.  
47  Altran estimates that IT services accounted for [0-20]% of its global revenues in 2018.  
48  Based on the Notifying Party’s submission, th e Parties’ market shares for 2016 and 2017 in all 
potential segments of the market for IT services were similar to the market shares for 2018 ([Form 
CO], Section 7, paragraph  175).  
49  Form CO , Section 7.I.2.iii, para graphs  204 et seqq .  

 
12 (53) In the Netherlands, there is only one affected market – IT services 
implementation in manufacturing and natural resources – and the Partie s’ 
combined market share is [20-30]% in 2018 with a negligible increment 
(Cap gemini: [20 -30]%; Altran: [0 -5]%) .56 
5.2.1.2  Engineering services  
(54) The Transaction gives rise to horizontal overlaps in five Member States57 but does 
not lead to a combined market share in 2018 exceeding 20% under any plausible 
product or geographic market definition .58 In 2017, the Parties’ combined market 
share in the potential segment of engineering services in the automotive sector in 
France was  [20-30]% (Capgemini: [0 -5]%; Altran: [10 -20]%) .59  
(55) In a potential market for digital engineering, the Parties’ combined market share 
in 2018 remains below 20% under any plausible geographic market definition .60  
5.2.2 Horizontal non -coordinated effects  
5.2.2.1  IT services  
5.2.2.1.1  Notifying Party’s views  
(56) The Notifying Party submits that the Transaction is unlikely to give rise to  
horizontal non -coordinated effects in the market for IT services (and its possible 
sub-segments) for the reasons set out below.  
(57) First, the Transaction results in limited incremen ts of less than 5% under all 
plausible markets definitions, with the exception of the potential markets for IT 
services implementation in (i) utilities and (ii) transportation in France (see Table 
1 above).  
(58) Second , the Notifying Party considers that the o verall IT  market is highly 
fragmented, with the top  […] IT service providers accounting for only [20-30]% 
of the market at global level.61 The Parties face significant competitive pressure 
from large generalist IT service providers (such as IBM, Tata Consul tancy 
Services, Amazon) and niche players of various sizes, as well as other much 
smaller local players. In the Notifying Party’s view, the Parties face strong 
competitive constraints in France from a large number of IT service providers 
                                                                                                                                                 
55  Form CO, Section 7.I.2.i, paragraph  212. 
56  Form CO, Section 7.I.2.i, paragraph  216. 
57  France, Germany, the Netherlands, Spain and th e UK.  
58  Since the Transaction does not give rise to horizontally affected markets under the narrowest 
geographic market definition (at national level), it can be excluded that the Parties’ combined market 
share would exceed 20% at regional level (e.g. in  Western Europe).  
59  In 201 8, the Parties’ combined market share in the potential segment for engineering services in the 
automotive sector in France was [10-20]% (Capgemini: [0 -5]%; Altran: [10 -20]%), based on the 
Parties’ most conservative estimates (Form CO, Section 7.II.3, paragraph 282) . 
60  Reply to RFI 8 and RFI 9; Form CO, Section 6.II.2, paragraph  150. In order to determine the size of 
the potential digital engineering market, at the EEA -wide and national levels, the Notifying Party 
relies on th e market research company Zinnov, according to which digital engineering represents 
around 24% of the overall R&D and engineering spend in 2018. The Parties estimate their market 
shares by relying on internal estimates and revenues derived from digital eng ineering services.  
61  The Notifying Party considers that […] IT providers represent [70 -80]% of the global IT services 
market.  
 
13 (such as Accenture , IBM, Sopra Steria), including in the potential markets for IT 
services implementation in (i) utilities and (ii) transportation , where the 
increments brought about by the Transaction exceed 5% , and in the potential 
market for IT implementation in wholesale trade in France , where the Parties’ 
combined market share reach es almost  [40-50]%.  
(59) Third, the Notifying Party submits that customers in the IT services markets, 
which are mostly large global companies or governmental institutions, have 
significan t countervailing buyer power. According to the Notifying Party, IT 
services contracts are awarded via bidding processes and are of limited duration 
(3 years , with a possible renewal for two additional one -year periods ), which 
ensures intense competition be tween suppliers. In addition, customers 
increasingly multi -source and use their ability to self -supply IT services to 
negotiate better prices with IT service providers.62 
(60) Fourth, the Notifying Party indicates that low barriers to enter the French market  
for IT services (and possible sub -segments)  enable global tendering process es. 
The Notifying Party notes  increasing competitive constraint s and cost pressure 
from players operating in lower cost regions (e.g. India and Morocco).63  
5.2.2.1.2  Commission’s assessment  
(61) The Commission considers that, for the reasons set out below, the Transaction 
does not raise serious doubts as to its compatibility with the i nternal market  or the 
functioning of the EEA Agreement  as a result of possible horizontal non -
coordinated effects in the market for IT services (and possible narrower markets ). 
(62) First, the Transaction would only result in very small increments in most affected 
market s, regardless of the  precise product or geographic  market definition . In the 
market for IT services implementation in wholesale trade in France, where the 
Parties’ combined market share almost reaches [40-50]%, the increment is 
negligible (below [0 -5]%) .64  
(63) Furthermore, the Parties’ combined market shares would remain limited  in most 
affected markets. With regard to the market  for IT services (and possible 
narrower markets) assessed at a regional level, the Parties’ combined markets 
share does not exceed 25% under the narrowest plausible market definition . At 
the national leve l, in the markets for IT services implementation in (i) utilities and 
(ii) transportation  in France , where the increments are above  5%, the Parties’ 
combined market share also remain s below  25%. 
(64) Second, t he results of the market investigation indicate  that Capgemini and Altran 
are not close competitors with regard to the affected IT service markets (and 
potential  narrower markets ) in France, Austria or the Netherlands . A majority of 
respondents to the market investigation  consider  that the Parties do not address 
                                                 
62  The Notifying Party specifies that customers active in banking, financial services, insurance, 
telecom/utilities, private man ufacturing and public administrative sectors have in -house IT services 
capacities.  
63  The Notifying Party submits that several Indian operators have successfully entered the IT services 
European markets over the past years such as Tata Consulting Services, Infosys or HCL, which 
aggressively compete on costs with the Parties.  
64  Form CO, Section 7.I.2.iii, paragraph  215. 
 
14 the same customers’ needs  and that competition between the Parties in relation to 
IT services is limited  given the market is highly fragmented with many 
competitors offering similar offerings .65  
(65) Third, t he market investigat ion results show  that the market for IT services (and 
potential  narrower markets ) is fragmented.66 Therefore, there will remain 
sufficient alternative IT services providers  in all affected markets , which will 
continue to exert a competitive constraint on th e economic entity resulting from 
the Transaction (“merged entity ”) post-Transaction.  In France, respondents to the 
market investigation refer to Accenture, Sopra Steria, IBM, CGI and SAP as the 
Parties’ main competitors in relation to the provision of IT s ervices.67  
(66) With regard to the market for IT services implementation in wholesale trade in 
France, based on the Notifying Party’s submission  and the results  of the market 
investigation , the alternative IT services providers include Accenture  (with a 
market share of [5-10]%), IBM ([5 -10]%) or Orange ([0 -5]%) and a number of 
smaller providers that collectively account for [30 -40]% of the potential 
segment .68  
(67) With regard to the market for IT services implementation in utilities in France, 
based on  the Notifying Party’s submission  and the re sults of  the market 
investigation, the alternative IT services providers include  Sopra Steria  ([10-
20]%), Accenture ([5 -10]%) or CGI ([5 -10]%) and a number of smaller providers 
that collectively account for aroun d [40 -50]% of the potential segment .69 
(68) With regard to the market for IT services implementation in transportation in 
France, based on the Notifying Party’s submission and the  results of the market 
investigation, the alternative IT services provi ders include  Orange  ([10-20]%), 
Sopra Steria ([10 -20]%) or Accenture ([0 -5]%) and a number of smaller providers 
that collectively account for around [40 -50]% of the potential segment .70 
(69) With regard to the market for IT services implementation in wholesale trade  in 
Aust ria, based on the Notifying Party’s submission, the alternative IT services 
providers include IBM ([10-20]%), SAP ([5 -10]%), Accenture ([5 -10]%) and a 
number of smaller providers that collectively account for [40 -50]% of the 
potential segment.   
(70) Furthermore, t he market investigation results indicate that  a majority of the 
Parties’ competitors (as well as  the Parties themselves ) provide a wide range of IT 
services across a number of different industries .71 Given the large number of 
players  in the af fected markets  that provide IT services comparable to the Parties ’ 
offering , the Commission considers that a sufficient number of credible 
alternative players w ould remain post -Transaction.  
                                                 
65  See Q1, replies to questio ns 16, 16.1, 18 and 18.1; Q2, replies to questio ns 15, 15.1, 17 and 17.1.  
66  See Q1, replies to quest ion 28.1.1; Q2, replies to questio n 26.1.1.  
67  See Q1, replies to questio ns 17 and 17.1; Q2, replies to questio ns 16 and 16.1.  
68  See Q1, replies to questio ns 17 and 17.1. Form CO, Section 7.I.2.iii, paragraph  215. 
69  See Q1, replies to questio ns 17 and 17.1.  Form CO, Section 7.I.2.iii, paragraph  215. 
70  See Q1, replies to questio ns 17 and 17.1. Form CO, Section 7.I.2.iii, paragraph  215. 
71  See Q1, replies to questions 1, 26 and 26.1. Form CO, Section 7.I.2.iii, paragraph  212. 
 
15 (71) Fourth , the market investigation results show that procurement fo r IT services is 
competitive. A majority of r espondents to the market investigation indicate  that 
customers regularly multi -sourc e and sometimes even within the same  project .72 
The market investigation results also indicate that customers regularly procure IT 
services through competitive tender processes through which several suppliers are 
invited to bid for the relevant project. In a smaller number of circumstances (e.g. 
with existing suppliers) bilateral negotiations are us ed instead of tender 
processes.73  
(72) Fifth , a majority of  respondents to the market investigation expressed the view 
that the Transaction will have a neutral impact in any of the affected markets 
within the overall market for IT services .74  
(73) Based on the above , the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market  or the functioning 
of the EEA Agreement  as a result of possible horizontal non -coordinated effects 
in the market for IT services (and its po tential  narrower markets ) at global, EEA , 
regional,  or national level . 
5.2.2.2  Engineering services  
5.2.2.2.1  The Notifying Party’s views  
(74) The Notifying Party argues that the Transaction is unlikely to give rise to 
horizontal non -coordinated effects i n the market  for engineering services for the 
same reasons as in relation to IT services.  
(75) First, the Parties’ combined market share does not exceed 20% under any 
plausible product or geographic market definition. With regard to the potential 
market for engineering services in the automotive sector  in France , where the 
Parties’ combined market share almost reach ed 20% in 2018 , Capgemini’s 
increment is very limited ([0-5]%)75 and the merged entity will continue to face 
competitors with strong market positio ns.76 
(76) Second, customers have strong countervailing buyer power since contracts are 
awarded through competitive tender processes with frequent renewals (usually 
every 3 years) and switching costs are low. Furthermore, some companies put 
their internal engine ering departments in competition against external service 
providers during tenders to enhance the competitive dynamic.  
(77) Third, low barriers to entry on the French engineering market enable global 
tendering processes. The Notifying Party notes an increasing competitive 
constraint by Indian and Eastern European competitors on Western European 
players.  
                                                 
72  See Q1, replies to questi ons 13 and 13.1; Q2, replies to questio ns 13 and 13.1.  
73  See Q1, repli es to questions 12, 12.1 and 12.2; Q2, replies to questions 12, 12.1 and 12.2.  
74  See Q1, replies to questions 28.1 and 28.1.1; Q2, replies to questions 26.1 and 26.1.1.  
75  Based on the Parties’ most conservative estimates . 
76  These include  Akka (10 -20%), Alten (8 -15%) or Expleo (5 -10%)  (Form CO, Section 7.II.3, 
paragraphs  282 et seqq. ) 
 
16 (78) Fourth , when considering a specific market for digital engineering, the Parties’ 
combined market share remain s below 20% in 2018 at the EEA -wide level and at 
the national level. Furthermore, all major engineering suppliers provide digital 
engineering  and are therefore able to address the customers’ needs  in that matter . 
5.2.2.2.2  Commission’s assessment  
(79) The Commission considers that, for the reasons set out below, the Trans action 
does not raise serious doubts as to its compatibility with the i nternal market  or the 
functioning of the EEA Agreement  as a result of horizontal non -coordinated 
effects in the market for engineering  services (and po tential  narrower markets ). 
(80) First, the Parties’ combined market share  does not reach  20% under any plausible 
market segmentation. Nevertheless, the Commission has assessed the likely 
impact of the Transaction i n Fran ce, where the Parties’ combined market s hare 
would be almost 20%  on the Fre nch engineering services market in the 
automotive sector .77 In that potential market,  the merged entity w ould face 
significant competitors, such as Alten, Akka, Assystem and Segula.  
(81) Second, the market investigation confirms  that Capgemini and Altran are not  
close competitors with regard to engineering  services (and po tential  narrower 
markets .78  
(82) Third, the market investigation results indicate that, similar ly to IT services, 
customers of engineering services procure those services through competitive 
bidding processes . According to the results of the market investigation, customers 
regularly multi -source and procure engineering  services through competitive 
tender processes.79 Moreover, according to the results of the market investigation, 
the Parties’ competito rs, and the Parties themselves, provide a range of 
engineering services across a number of industries.80 Therefore, given the large 
number of alternative engineering services providers, the Commission considers 
that customers will have access to a sufficien t number of credible alternative 
players post -Transaction.  
(83) Fourth , when considering a potential market for digital engineering, the market 
investigation indicates that, due to the increasing digitalisation of the customers’  
needs,  all major engineering services providers , such as Al ten, Accenture, 
Bertrandt, T -Systems or Genpact,  offer digital engineering services.81 The merged 
entity w ould thus face several large competitors post -Transaction .  
                                                 
77  The merged entity would have a market share of [10-20]% in the market for engineering services i n 
the automotive sector in France , based on the Parties’ most conservative estimates,  Form CO, Table 
45. 
78  See Q1, replies to questions 23 and 23.1; Q2, replies to questions 21 and  1.1. 
79  See Q1, replies to questions 19, 19.1, 19.2, 20 and 20.1; Q2, repl ies to questions 18, 18.1, 18.2, 19 and 
19.1.  
80  See Q1, replies to questions 21 and 21.1.  
81  See Q1, replies to questions 8, 9 and 9.1; Q2, replies to questions 8, 9 and  9.1. 
 
17 (84) Fifth , similar ly to IT services, a majority of respondents to the market 
investigation expressed the view that the Transaction will have a neutral impact 
on the engineering services markets.82 
(85) Based on the above, the Commission considers that the Transaction does not raise  
serious doubts as to its compatibility with the internal market or the functioning 
of the EEA Agreement  as a result of possible horizontal non -coordina ted effects 
in the market for engineering  services (and po tential  narrower markets ).  
5.3 Assessment of poss ible conglomerate effects  
5.3.1 Market shares  
5.3.1.1  IT services  
(86) With regard to IT services, the Transaction leads to non -horizontally affected 
markets  only when segmenting IT services both on the basis of Gartner’s 
functionalities (Service Level 2) and industry sector s, as shown below:  
i. implementation in wholesale trade in the Netherlands ([40-50]%);  
ii. implementation in wholesale trade in Norway  ([40-50]%) ;  
iii. business process outsourcing  (“BPO”)  in wholesale trade in Norway  ([30-
40]%) ;  
iv. implementation in wholesale trade in  Sweden  ([40-50]%);   
v. BPO  in wholesale trade in Sweden  ([40-50]%);  
vi. implementation in wholesale trade in Finland ([40-50]%);   
vii. BPO  in wholesale trade in Finland ([30-40]%);  
viii.  implementation in wholesale trade in France ([40-50]%)  (see Table 1) . 
ix. Implementation in manufacturing and natural resources in France  ([30-
40]%)  (see Table 1).  
5.3.1.2  Engineering services  
(87) With regard to engineering services, the Parties’ combined market share remain s 
below 30%  under all plausible product or geographic market definitions . 
5.3.2 Conglome rate effects  
5.3.2.1  Notifying Party’s views  
(88) The Notifying Party submits that the Transaction will not give rise to  
conglomerate concerns for the following reasons.83  
                                                 
82  See Q1, replies to question 28.2; Q2, replies to question 28.2.  
 
18 (89) First, the Notifying Party argues that the Parties  will have no ability to engage in 
anticompetitive foreclosure post -Transaction  because t he merged entity does not 
have  market power in the market for IT services (and potential  narrower markets ). 
Furthermore, the Notifying Party submits that Capgemini’s i ndividual market 
share remains limited and exceeds 30% only when considering unduly narrow 
potential markets.  
(90) Second, the Notifying Party argues that the merged entity will have no incentive 
to engage in anticompetitive foreclosure post -Transaction, due t o limited demand 
for purchasing IT and engineering services  together . The Notifying Party states 
that different departments within the same company typically purchase IT and 
engineering services s uch that the duration of contracts and the purchasing cycles  
may differ between the two types of services. Due to the Parties’ lack of market 
power and customers’ countervailing power , the Notifying Party submits that a 
hypothetical foreclosure strategy post -Transaction would probably result in 
decreased sales of  the merged entity .  
(91) Third, the Notifying Party states that a foreclosure  strategy  would have no effect, 
since a possible bundled offering of IT and engineering services by the merge d 
entity would easily be replicated by rival competitors , either  alone  or by  
partnering with an engineering or IT services provider .  
5.3.2.2  Commission’s assessment  
(92) The Commission considers that for the reasons set out below, the Transaction 
does not raise serious doubts as to its compatibility with the internal market or the 
functioning  of the EEA Agreement  as a result of possible conglomerate effects . 
(93) First, t he merged entity will likely  lack the ability  to foreclose competitors 
through  a tying or bundling strategy  to customers. As set out in Table 1 , the 
Parties’ combined market share exceeds 30% only in a few potential  IT services 
markets  in France. The Commission considers that, with regard to these segments, 
the same arguments hold as for the assessment of possible horizontal non -
coordinated effects ( small increments, limited market shares, and a number of 
alternative IT providers , see Section  5.2.2 ). Furthermore, the merged entity’s 
market share (owing to Capgemini ’s market share ) would exceed 30% in several 
potential  markets in the Netherlands, Norway, Sweden and Finland  (see 
paragr aph (86)).  
(94) The Commission considers that  the merged entity does not hold market power in 
these potential  markets as it would, post -Transaction,  continue to face 
competition from many  market participants , active at the EEA or the national 
level . 
(95) With regar d to the potential market for IT services implementation in wholesale  
trade  in Norway,  Sweden and Finland,  based on the Notifying Party’s submission, 
                                                                                                                                                 
83  The Notify ing Party explains that there is a limited vertical relationship between the Parties. […] The 
Commission considers that similar considerations would apply in the context of an assessment of 
vertical effects as those set out in Section 5.3.2 for the assessm ent of the potential conglomerate effects 
of the Transaction.  
 
19 the alternative IT services providers include SAP, IBM, Infor Global Solutions, 
Cisco, DXC , Accenture and Alten .84  
(96) With regard to the potential market for BPO in wholesale trade in Norway, 
Sweden and Finland,  based on the Notifying Party’s submission, the alternative 
IT services providers include Automatic Data Processing, DXC, Concentix, IBM, 
Accenture and Alten . 85 
(97) With regard to the potential market for IT services implementation in wholesale 
trade in the Netherlands, based on the Notifying Party’s submission, the 
alternative IT services providers include Cognizant, SAP, Tata Consultancy 
Services, and CGI.86 
(98) Second, it is unlikely that the merged entity w ould have an incentive  to engage in 
a tying or bundling strategy given that a majority of customer s respond ing to the 
market investigation  indicate that they do not currently purchase bundles of IT 
and engine ering services.87 
(99) In any case, a tying or bundling strategy is unlikely to have a significant 
detrimental effect  on effective competition. T he market investigation indicate s 
that, even if the merged entity were to offer bundled provisions of IT and 
engineer ing services post-Transaction, many market participants would be able to 
replicate such types of offers  alone or in partnerships .88 A very small number of 
competitors that responded to the market investigation consider that in view of the 
trend towards digi talisation, the Parties’ ability to offer bundles of IT and 
engineering services may attract customer demand.89 However, the results of t he 
market investigation  indicate that bundles of IT and engineering services can not 
only be provided by competitors active in both markets, but also by market 
participants active in one of the  markets  through partnerships with companies 
specialised in the other market .90  
(100)  In view of the above, the Commission considers that the Transaction does not 
raise  serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement  as a result of possible conglomerate effects.  
6 CONCLUSION  
(101)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare i t compatible with the internal  market and with 
                                                 
84  See Notifying Party’s reply to RFI 10 of 18 October 2019. In addition, alternative IT services 
providers in the potential market for IT services implementation in wholesale trade are (i) in Norway: 
Paychex and Concentrix (ii) in Sweden: HPE ; (iii)  in Finland: BCG, SalesForce, Oracle, Microsoft.  
85  See Notifying Party’s reply to RFI 10 of 18 October 2019. In addition, the Notifying Party also 
submits that Tata Consultancy Services and Wipro  are also active in IT services implementation and 
BPO in Norway, Sweden and Finland.  
86  Form CO, paragraph 216.  
87  See Q1, replies to questio ns 25 and 25.1; Q2, replies to questions 23 and 23.1.  
88  See Q1, replies to questio ns 26 and 26.1; Q2, replies to questio ns 24 and 24.1.  
89  See Q1, replies to questions 28 and 28.1.  
90  See Q1, replies to questio ns 26 and 26.1; Q2, replies to questions 24 and 24.1.  
 
20 the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA Agreement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission