Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERG ER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu . 
 EUROPEAN COMMISSION 
 
 
 
  
Brussels, 30.5.2017 
C(2017) 3834 final 
 To the notifying parties  
 
 
 
 
Subject: Case M.8465 – Vivendi / Telecom Italia 
Commission decision pursuant to Ar ticle 6(1)(b) and 6(2) of Council 
Regulation No 139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam, 
1. INTRODUCTION  
(1) On 31 March 2017, the European Commission received notification of a 
proposed concentration pursu ant to Article 4 of the Merger Regulation by which 
Vivendi S.A. ("Vivendi" or the "Notif ying Party") acquires within the meaning 
of Article 3(1)(b) of the Merger Regulation de facto control of the whole of 
Telecom Italia S.p.A. ("TIM") (the "Transaction"). Vivendi and TIM are 
collectively referred to as the "Parties". 
2. THE PARTIES  
(2) Vivendi  is a French holding company which controls a group of undertakings 
active in the music, TV, cinema, vi deo sharing and games businesses and 
focusses in particular on  digital entertainment. 
                                                 
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 ma rket'. The terminology 
of the TFEU will be used throughout this decision. 
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement'). In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 
concerning non-disclosure of business secrets and 
other confidential information. The omissions are shown thus […]. Where possible the information 
omitted has been replaced by ranges of figures or a 
general description. 
PUBLIC VERSION 
2 (3) Vivendi currently holds a significant minority stake in Mediaset S.p.A. 
("Mediaset "). Vivendi holds 28.80% of the share capital and 29.94% of the 
voting rights in Mediaset. Mediaset is the largest commercial broadcaster in 
Italy. Mediaset is mainly focused in th e provision of free-to-air ("FTA"), Pay-
TV and TV advertising services. Moreover,  Mediaset is a digital broadcasting 
operator through Elettronica Industriale a nd, through EI Towers, is also active in 
the tower business, consisting in the management and operation of network 
infrastructure assets.3 
(4) TIM is the Italian formerly state-owned telecommunications incumbent, also 
active outside the Italian territory, main ly in Brazil. In Italy, TIM provides 
mobile and fixed telecommunications services, both at retail and wholesale level. Moreover, TIM provides digital content under the brands "TIM Vision", 
"TIM Music", "TIM Games" and "TIM Reading" and it is also active as digital broadcasting operator through Persidera S.p.A. (a joint venture with Gruppo 
Editoriale L’Espresso, "Persidera"), ove r which TIM exercises sole control.
4 
Finally, TIM controls Infrastrutture Wireless Italiane S.p.A. ("INWIT"), which operates transmission towers mainly for mobile services.  
3. T
HE CONCENTRATION  
(5) Vivendi has progressively acquired a participation of 23.93% in TIM5 and, at 
the shareholders' meeting of 15 December 2015, it has appointed four members of the board of directors of TIM (including the Vice-Chairman). In addition: (i) TIM's shareholding is widely disper sed (no other shareh older holding more 
than 5%); and (ii) apart from Vivendi, there is no other industrial shareholder 
having a significant stake in TIM and the next largest sharehol ders are financial 
investors that are unlikely to have in-depth knowle dge of the markets where 
TIM is active. 
(6) At the shareholders' meeting of 4 Ma y 2017 the board of directors of TIM
6 was 
up for renewal for a period of three years (until the approval of the financial statements for 2019). According to TIM's by-laws, the board of directors is elected as follows: 
(i) Two-thirds of the director s to be elected are chosen from the slate which 
obtains the (relative) majority of the vot es (the so-called majority slate), in 
                                                 
3  See decisions of the Italian Antitrust Authority ("ICA") No. 25359 of 10 March 2015 e No. 25452 
of 30 April 2015 in case C11987 – EI Towers/Rai Way.  
4  TIM Media Broadcasting and Gruppo Editoriale L’Espresso hold respectively 70% and 30% of 
Persidera's share capital. According to Pers idera's Shareholders Agreement, TIM Media 
Broadcasting is entitled to appoint a majority of the board members (6 out of 9), including the CEO, 
and Gruppo Editoriale L'Es presso's rights do not go beyond th e veto rights normally accorded to 
minority shareholders in order to protect their financial interests.  
5  Vivendi has increased its participation in TIM from an initial purchase of 6.6% of the share capital 
(in June 2015) through a series of successive acquisitions (the details are published on TIM's 
website: 
http://www.telecomitalia.com/tit/it/investors/sharehol ders/significant shareholdings/flaggings.html .   
6  The board of directors had been appointed at the shareholders' meeting of 16 April 2014 for a 
duration of three years (until the approval of the financial statements for 2016).  
3 the order in which they are listed on the slate, rounding any fractions down 
to the nearest whole number;7 and 
(ii) The remaining directors are chosen from the other slates. For such 
purpose, the votes cast by the variou s slates shall be divided by whole 
numbers from one up to the number of directors to be chosen. The 
quotients obtained shall be assigned to the candidates on each slate in the 
order specified thereon. On the basis of the quotients assigned, the 
candidates on the various slates shal l be arranged in a single decreasing 
ranking. Those who have obtained the highest quotients shall be elected, 
provided that at least one-half of the candidates chosen from each slate 
(with fractions rounded up to th e nearest whole number) has the 
independence requirements under Article 148 of Consolidated Financial Act and/or the Code of Conduct.  
(7) Vivendi has presented a list of 10 candi dates on 9 April 2017, while a second 
list with only 5 candidates was presented by an association representing minority shareholders, Assogestioni, on 6 April 2017.
8 At the shareholders' 
meeting of 4 May 2017, Vivendi's slate obtained the highest number of votes and, thus, the majority of the board memb ers was selected from Vivendi's slate 
(i.e., 10 members out of a total of 15)
9. 
(8) In accordance with para. 54 of the Conso lidated Jurisdictional Notice ("CJN"), 
sole control arises if one undertaking can exercise decisive influence on an 
undertaking within the meaning of Artic le 3(2) of the Merger Regulation. 
Pursuant to para. 59 of the CJN a minorit y shareholder may be deemed to have 
sole control on a de facto  basis. 
(9) In the present case, according to applicable rules, the majority of the board members is to be selected from the slat e that has obtained th e highest number of 
votes (i.e., not necessarily more than 50% of the votes present at the shareholders' meeting). Thus, even though it did not achieve a majority of votes 
at the shareholders' meeting of 4 May 2017, Vivendi was still in a position to appoint the majority of the board of direct ors, which is in char ge of taking TIM's 
strategic decisions. Therefore, in light of the specific rules for the appointment 
of the board and taking into account  all abovementioned elements, the 
Commission considers that, at  the very latest at the shareholders' meeting of 
                                                 
7  At least one-half of the Direct ors chosen from the majority slate (with fractions rounded up to the 
nearest whole number) must possess the independence requirements under Article 148 of 
Consolidated Financial Act and/or the Code of Conduct.  
8  http://www.telecomitalia.com/tit/it/archivio/media/comunicati-stampa/telecom-
italia/corporate/istituzionale/2017/PR-1-LIST-CdA html. 
9  The shareholders' meeting also approved a reduc tion of the number of the board members to 15. See 
press release: 
http://www.telecomitalia.com/content/dam/telecomitalia/it/archivio/documenti/media/comunicati st
ampa/telecom italia/corporate/economico fin anziario/2017/CS-%20Assemblea-TIM-04-05-17-
ITA.PDF.  In any event, the Commission understands that Vivendi would have in practice obtained 
two thirds of the board members even if the only alternative list, i.e. that of Assogestioni, would 
have obtained more votes. In fact, Assogestioni presented a list with only 5 candidates, 
corresponding to only one third of the board memb ers, and therefore the remaining two thirds would 
have been selected from Vivendi's list in any event. This seems to indicate that the smaller 
shareholders represented by Assogestioni did not really challenge Vivendi for the control of the 
board. 
4 4 May 2017, Vivendi acquired de facto sole control of TIM (the 
"Transaction").10 
4. EU DIMENSION  
(10) In the year preceding the notification ( 2016), the undertakings concerned have a 
combined aggregate world-wide tur nover of more than EUR 5 000 million11 
(Vivendi: EUR 10 819 million; TIM: EUR 19 024 million). Each of them has an 
EU-wide turnover in excess of EUR 250 million (Vivendi: EUR 6 650 million; 
TIM: EUR 14 130 million), but they do not achieve more than two-thirds of 
their aggregate EU-wide turnover within one and the same Member State. The 
concentration therefore has an EU dimension.  
5. MARKET DEFINITION  
5.1. Production and supply of TV content 
(11) With regard to the market for the supply of TV content, in its previous decisions 
the Commission has concluded that th ere are separate markets for the: 
(i) production and supply of commissione d TV content; and (ii) licensing of 
broadcasting rights for pre-produced TV content.12 
(12) With regard to the market for licensing of broadcasting rights for TV content, 
the Commission has considered that it could be subdivided by content type, in 
particular: (i) films; (ii) sports; and (i ii) other TV content (i.e., all non-sport, 
non-film content); and potential sub-se gments within these content types. 
Ultimately, the Comm ission left the exact scope of  the product market open.13  
(13) The Commission has also considered further sub-dividing the market for the 
licensing of broadcasting rights fo r TV content by exhibition window: 
                                                 
10  The Notifying Party has informed the Commission in reply to a request of information of its 
intention to put into place measures that would de facto  freeze the activities of the Board of 
Directors until the adoption of a clearance decisi on in the present case. In this respect, the 
Commission takes the view that an infringement of the stand-still obligation in Article 7(1) and of 
the notification requirement in Article 4(1) of the Merger Regulation ca nnot at this stage be 
excluded in the present case and the Commission ma y examine in a separate procedure whether a 
sanction under Article 14(2) the Merger Regulation is appropriate. 
11  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
12  Commission decision of 24 February 2015 in Case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media, recital 69. See also Commission decision of 16 September 2014 in Case M.7282 
Liberty Global/Discovery/All3Media , recital 41 and Commission decision of 9 October 2014 in 
Case M.7360 21st Century Fox/Apollo/JV , recital 40. 
13  Commission decision of 21 Decem ber 2011 in Case M.6369 HBO/Ziggo/HBO Nederland and the 
Commission decision of 24 February 2015 in Case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media, recital 69; Commission decision of 21 December 2011 in Case M.6369 
HBO/Ziggo/HBO Nederland , recitals 18–20; Commission decision of 15 April 2013 in Case 
M.6880 Liberty Global/Virgin Media , recital 19. Moreover, as regards sports, the Commission has 
also previously considered a distinction between football and other sports and further distinctions within football, for example between regular foot ball events and football events that are played 
more intermittently (Commission decision of 18 January 2007 in Case M.4519 Lagardère/Sportfive , 
recital 10). As regards films, the Commission has considered distinguishing between US-produced films and other films (Commission decision of 2 April 2003 in Case M.2876 News Corp/Telepiù , 
recitals 58 and 61). 
5 (i) subscription video on demand ("SVOD" ); (ii) transactional video on demand 
("TVOD"); (iii) pay-per-view ("PPV"); (iv) first pay-TV window; (v) second 
pay-TV window; and (vi) FTA; but it ultimately left the market definition 
open.14  
(14) In previous decisions, the Commission ha s defined the market for the production 
and supply of TV content, including pr oduction of TV conten t and the licensing 
of broadcasting rights for TV content to be either national or regional, based on 
linguistically homogeneous areas.15  
(15) The Notifying Party submits that it is not  necessary for the Commission to make 
a determination on the specific product and geographic market definition for the production and supply of TV content given the competitive assessment would not change based on the different segmentations of the market. 
(16) For the purpose of this decision, the exact product and geographic market 
definitions for the supply of commissi oned TV content and the supply of pre-
produced TV content can be left open, as  the Transaction does not raise serious 
doubts as to its compatibility with the in ternal market regardless of the product 
and geographic market definitions.   
5.2. Retail supply of TV services  
(17) In its previous decisions, the Commission has considered that  the retail supply 
of television servi ces could be segmented in two separate markets: (i) FTA and 
pay-TV
16. The Commission also considered whether pay-TV can be segmented 
further according to: (ii) linear  and non-linear pay-TV services17; and 
(iii) premium and basic pay-TV services18. In recent cases, the Commission has 
left open the market definition with regard to each of these potential sub-segments.  
                                                 
14  Commission decision of 24 February 2015 in Case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media, recital 69; Commission decision of 21 December 2011 in Case M.6369 
HBO/Ziggo/HBO Nederland , recital 18; Commission decision of 16 September 2014 in Case 
M.7282 Liberty Global/Discovery/All3Media , recitals 46–48; Commission decision of 
9 October 2014 in Case M.7360 21st Century Fox/Apollo/JV , recitals 45–47, Commission decision 
of 10 October 2014 in Case M.7000 Liberty Global/Ziggo , recitals 38–44. 
15  Commission decision of 21 D ecember 2010 in Case M.5932 News Corp/BSkyB , recitals. 73–75; 
Commission decision of 15 April 2013 in Case M.6880 Liberty Global/Virgin Media , recital 24.  
Commission decision of 24 February 2015 in Case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media , recitals 73-76.     
16  See for instance the Commission decisions of 18 July 2007 in Case M.4504 SFR/Télé 2 France , 
recital 40, and of 25 June 2008 in Case M.5121 News Corp / Premiere , recital 20. In other cases this 
question has instead been left open (see for instance the Commission decisions of 24 February 2015 
in Case M.7194 Liberty Global / Corelio / W&W / De Vijver Medi a, recital 119-120, of 
25 June 2008 in Case M.5121 News Corp/Premiere, recitals 15 and 21, and of 10 October 2014 in 
Case M.7000 Liberty Global/Ziggo , recital 108). 
17  Commission decision of 24 February 2015 in Case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media , reictal 124. Commission decision of 25 June 2008 in Case M.5121 News 
Corp/Premiere, recital 21. Commission decision of 10 October 2014 in Case M.7000 Liberty 
Global/Ziggo, recitals 109–110. 
18  Commission decision of 24 February 2015 in Case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media , recital 119.  
6 (18) Finally, the Commission has not further distinguished between the different 
infrastructures used for the delivery of TV  services to viewers (cable, satellite, 
terrestrial TV19 and IPTV).20 In Liberty Global/Ziggo , the Commission found 
that at least cable, IPTV and possibl y satellite belong to the same product 
market. 21 In Liberty Global / Corelio / W&W / De Vijver Media left open the 
question whether the market for the retail  provision of TV services should be 
further distinguished on the basis of  the relevant di stribution technology. 22 
(19) The Commission has previously consider ed that the market for the retail 
provision of TV services is either nationa l, or limited to the geographic coverage 
of a supplier's cable network.23 
(20) The Notifying Party does not question th e view taken by the Commission in its 
previous decisions. 
(21) For the purpose of this decision, the exact product and geographic market 
definitions for the retail supply of TV services can be left open, as the Transaction does not raise serious doubts as to its compatibility with the internal 
market regardless of the product and geographic market definitions.   
5.3. Media buying services ("MBS") 
(22) MBS include purchasing of advertising tim e and/or space in various types of 
media, such as broadcast and cable TV, newspapers and magazines, radio, 
billboards and the Internet, for clients running advertising campaigns. Media buying agencies will also usually provide  media planning and strategic advice, 
including research into target audiences, which media to use, and the monitoring/tracking of the success of a campaign. 
(23) In its past decisions such as WPP/Grey
24and Publicis/Omnicom25, the 
Commission considered a further segmentation of the market for MBS between: (i) the sales market, in which media buying agencies act as s uppliers of MBS to 
final customers (advertisers); and (ii) the procurement market, in which media 
buying agencies buy (usually on  behalf of their clients) advertising time or space 
in the media from media owners (for example TV broadcasters, publishing 
                                                 
19  Terrestrial TV broadcasts land-based (terrestrial ) signals from radio masts and towers, and is often 
referred to as DTT (Digital Terrestrial Televi sion) or DVB-T (Digital Video Broadcasting – 
Terrestrial, which is the technical standard used for terrestrial TV in Europe). 
20  Commission decision of 18 July 2007 in Case M.4504 SFR/Télé 2 France , recital 44; Commission 
decision of 26 August 2008 in Case M.5121 News Corp/Premiere , recital 22. 
21  Commission decision of 10 October 2014 in Case M.7000 Liberty Global/Ziggo, recital 91. 
22  Commission decision of 24 February 2015 in Case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media, recital 127.  
23  Commission decision of 24 February 2015 in Case M.7194 Liberty Global / Corelio / W&W / De 
Vijver Media . Commission decision of 25 June 2008 in Case M.5121 News Corp/Premiere, 
recital 24; Commission decision of 25 January 2010 in Case M.5734 Liberty Global 
Europe/Unitymedia,  recitals 40 and 43; Commission decision of 21 December 2010 in Case M.5932 
NewsCorp/BskyB, recital 109; Commission decision of  21 December 2011 in Case M.6369 
HBO/Ziggo/HBO Nederland, recital 42; Commission decision of 15 April 2013 in Case M.6880 
Liberty Global/Virgin Media, recital 54; Commission decision of 10 October 2014 in Case M.7000 
Liberty Global/Ziggo , recital 118. 
24  Commission decision of 25 January 2005 in Case M.3579 - WPP/GREY . 
25  Commission decision of 9 January 2014 in Case M.7023 – Publicis/Omnicom . 
7 houses, radio stations, etc.). With regard  to the sale of MBS, the Commission 
has previously considered segmen tations: (i) by size of account; and 
(ii) depending on the inclusio n/exclusion of direct sale.26 With regard to the 
procurement of MBS, the Commission pr eviously consider ed segmentations: 
(i) by type of media; (ii) by size of account; and (iii) depending on the 
inclusion/exclusion of direct sale.27 
(24) The Commission has previously considered  that the market for the sale and 
procurement of MBS was national in scope.28  
(25) The Notifying Party submits that it is not necessary to question the 
Commission's past decisional pr actice in the present case. 
(26) For the purpose of this decision, the exact product and geographic market 
definition for the sale and procurement of MBS can be left open, as the Transaction does not raise serious doubts as to its compatibility with the internal 
market regardless of the product a nd geographic market definition.   
5.4. Marketing and communications services ("MCS") 
(27) In WPP/Grey  and Publicis/Omnicom , the Commission considered that the 
relevant product market for the provi sion of MCS encompasses an array of 
disciplines including adve rtising, insight and cons ultancy, public relations, 
consumer relationship management/direct marketing/event management, brand identity and design and other ar eas of specialist communications 
(28) With regard to the market for MCS, in its previous decisions the Commission 
has considered the following segmentations: (i) by type of media; (ii) by size of 
account; (iii) by type of  service; and (iv) by type of sector.
29 The Notifying Party 
submits that all MCS belong to the same  relevant market irrespective of the 
above segmentations. 
(29) The Commission has previously considered that the market for the sale of MCS 
was national in scope.30 The Notifying party submits that the market for the 
MCS is national and that there is no reason to question th e Commission’s past 
decisional practice in the present case. 
(30) For the purpose of this decision, the exact product and geographic market 
definitions for the sale and procurement of MCS can be left open, as the Transaction does not raise serious doubts as to its compatibility with the internal 
market regardless of the product and geographic market definitions.   
                                                 
26  Commission decision of 25 January 2005 in Case M.3579 - WPP/GREY ; Commission decision of 
9 January 2014 in Case M.7023 – Publicis/Omnicom . 
27  Commission decision of 25 January 2005 in Case M.3579 - WPP/GREY ; Commission decision of 
9 January 2014 in Case M.7023 – Publicis/Omnicom . 
28  Commission decision of 25 January 2005 in Case M.3579 - WPP/GREY ; Commission decision of 
9 January 2014 in Case M.7023 – Publicis/Omnicom . 
29  Commission decision of 25 January 2005 in Case M.3579 - WPP/GREY ; Commission decision of 
9 January 2014 in Case M.7023 – Publicis/Omnicom . 
30  Commission decision of 25 January 2005 in Case M.3579 - WPP/GREY ; Commission decision of 
9 January 2014 in Case M.7023 – Publicis/Omnicom . 
8 5.5. Retail supply of mobile telecommunications services  
(31) In its previous decisions, with rega rd to the product market definition, the 
Commission has considered that there is an overall retail market for mobile 
telecommunications services constituting a separate market from retail fixed 
telecommunication services. The Comm ission did not further segment the 
overall retail mobile market based on th e type of service (voice calls, SMS, 
MMS, mobile Internet data services), or the type of network technology. The 
Commission considered possible segments  of the overall retail market for 
mobile telecommunication services between  pre-paid or post-paid services and 
private customers or business customers, concluding that these did not constitute separate product markets but represent rath er market segments within an overall 
retail market.31 In its previous decisions, the Commission had left open the 
question as to whether a separate market for multiple-play offers, i.e., fixed internet access, fixed telephony and TV (t riple play) or fixe d internet access, 
fixed telephony, TV and mobile services  (quadruple play), should be defined.32 
However, with specific reference to the Italian market, in the recent decision 
Hutchison 3G Italy / Wind / JV , the Commission considered the demand for 
multiple play bundles as rather limited.33 With regard to the geographic market 
definition, the Commission concluded that th e retail market for the provision of 
fixed internet services was national in scope.34  
(32) The Notifying Party submits that it is not  necessary for the Commission to make 
a determination on the product and geogr aphic market definition given the 
competitive assessment would not change based on the different segmentations of the market. 
(33) For the purpose of this decision, the exact product and geographic market 
definitions for the retail supply of mob ile telecommunications services can be 
left open, as the Transacti on does not raise serious doubt s as to its compatibility 
with the internal market regardless  of the product and geographic market 
definitions.   
                                                 
31  Commission decision of 1 September 2016 in Case M.7758 - Hutchison 3G Italy / Wind / JV;  
Commission decision of 3 August 2016 in Case M. 7978 - Vodafone / Liberty Global / Dutch JV ; 
Commission decision of 11 May 2016 in Case M.7612 – Hutchison 3G UK/Telefónica UK ; 
Commission decision of 2 July 2014 in Case M.7018 – Telefónica Deutschland/E-Plus ; 
Commission decision of 10 October 2014 in Case M.7000 – Liberty Global/Ziggo ; Commission 
decision of 28 May 2014 in Case M.6992 – Hutchison 3G UK/Telefónica Ireland ; Commission 
decision of 12 Decembe r 2012 in Case M.6497 – Hutchison 3G Austria/Orange Austria .   
32  Commission decision of 1 September 2016 in Case M.7758 - Hutchison 3G Italy / Wind / JV;  
Commission decision of 3 August 2016 in Case M. 7978 - Vodafone / Liberty Global / Dutch JV ; 
Commission decision of 4 February 2016, Case M.7637 in Liberty Global/BASE Belgium,; 
Commission decision of 19 May 2015 in Case M.7421, Orange/Jazztel; Commission decision of 
2 July 2014 in Case M.7018, Telefónica Deutschland/E-Plus. 
33  Commission decision of 1 September 2016 in Case M.7758 - Hutchison 3G Italy / Wind / JV, 
recital 129. 
34  Commission decision of 1 September 2016 in Case M.7758 - Hutchison 3G Italy / Wind / JV;  
Commission decision of 3 August 2016 in Case M. 7978 - Vodafone / Liberty Global / Dutch JV ; 
Commission decision of 11 May 2016 in Case M.7612 – Hutchison 3G UK/Telefónica UK ; 
Commission decision of 2 July 2014 in Case M.7018 – Telefónica Deutschland/E-Plus ; 
Commission decision of 10 October 2014 in Case M.7000 – Liberty Global/Ziggo ; Commission 
decision of 28 May 2014 in Case M.6992 – Hutchison 3G UK/Telefónica Ireland ; Commission 
decision of 12 Decembe r 2012 in Case M.6497 – Hutchison 3G Austria/Orange Austria .   
9 5.6. Retail supply of fixed internet access services 
(34) In its previous decisions, with rega rd to the product market definition, the 
Commission considered but ultimately left open possible segmentations of the 
market for retail supply of fixed intern et access services according to (i) product 
type (distinguishing between narrowband, broadband, and dedicated access), and (ii) distribution mode (distinguis hing between xDSL, fibre, cable, and 
mobile broadband), and has acknowledged that the retail market for fixed 
internet access services should not be divided according to download speed or 
technology. With regard to the geographi c market definition, the Commission 
concluded that the retail market for the provision of fixed inte rnet services was 
national in scope.35 The Notifying Party submits that it is not necessary for the 
Commission to make a determination on the product and geographic market 
definition given the competitive assessment would not change based on the different segmentations of the market. 
(35) For the purpose of this decision, the exact product and geographic market 
definitions for the retail supply of fixed internet access services can be left open, 
as the Transaction does not raise serious doubts as to its comp atibility with the 
internal market regardless of the produc t and geographic market definitions.   
5.7. Wholesale access to digital terrestria l networks for the broadcast of TV 
channels ("DTT Wholesale Access") 
(36) Television broadcasting servic es via digital terrestrial network (so-called digital 
broadcasting) concern the provision of capacity (ins tallations/equipment and 
frequencies) for the transmission of the television terrestrial signal. In particular, digital terrestrial television ("DTT") is the digital broadcast of TV channels 
based on (i) infrastructures that ar e earthbound (including towers for the 
transmission of the signal, which can held by so-called tower companies); and 
(ii) frequencies which are allocated to  network operators and are used more 
efficiently than in a traditional analogue  broadcast, since DTT allows to bundle 
together a number of audio, video and da ta signals into the same frequency (so-
called multiplex or MUX). Once they have been allocated one or more MUXes,
36 network operators (i) negotiate with tower companies for access to 
transmission towers; and (ii) offer transmission services for the DTT broadcasting of TV channels to broa dcasters/editors of TV channels.  
(37) The Notifying Party submits that, in li ght of the switch off of analogue 
broadcasting in Italy in 2012,
37 the product market is limited to digital television 
networks and that the geographic scope of the market is national, in light of the 
specific regulatory regime at national le vel and of the geogr aphic reach of the 
signal. 
                                                 
35  Commission decision of 3 August 2016 in Case M. 7978, Vodafone / Liberty Global / Dutch JV ; 
Commission decision of 29 June 2010 in Case M.5532, Carphone Warehouse/Tiscali UK ; Case 
M.6990, Vodafone/Kabel Deutschland .   
36  The frequencies available for the terrestrial television transmission derive from regulatory choices 
concerning the use of the radio spectrum as established by the National Frequencies Allocation 
Plan. 
37  The deadline for the switch-off was initially set for 2006 (Law No. 66/2001) and has been 
subsequently postponed to 2012 (Law No. 222/2007). 
10 (38) The Commission agrees with the Notifyi ng Party's view, which is consistent 
with the well-established case law of the ICA,38 that the relevant market is the 
provision of television broadcasting services  via digital terrestrial networks to 
TV channels in Italy.  
5.8. Wholesale supply of digital recorded music 
(39) In its previous decisions, the Commi ssion identified separate product markets 
for the wholesale supply of physical music and of digital music. The Commission did not consider it appropria te to further segment the wholesale 
market for digital recorded music (on th e basis of genre, compilations versus 
albums, singles versus albums and audio music versus video music) and that the 
market for the wholesale of digital r ecorded music should not be segmented 
between download and streaming services . With regard to the geographic scope 
of the market, the Commission concluded that the relevant geographic market 
for the wholesale of digital reco rded music is na tional in scope. 39 
(40) The Notifying Party submits that it is not  necessary for the Commission to make 
a determination on the product and geographic market definition for the wholesale of digital recorded music given the competitive assessment would not change based on the different segmentations of the market. 
(41) The evidence in the Commission's file ha s not revealed any reason for departing 
from the previous Commission's case practice. 
(42) However, for the purpose of this d ecision, the exact product and geographic 
market definitions for the wholesale of di gital recorded music can be left open, 
as the Transaction does not raise serious doubts as to its comp atibility with the 
internal market regardless of the produc t and geographic market definitions.   
5.9. Retail sale of recorded music 
(43) In Universal Music Group/EMI Music,  the Commission did not consider 
necessary to take a view on the exact de finition of the relevant product market 
for the retail sale of recorded music. With regard to the geographic scope of the market, the Commission considered that the market for the retail of recorded 
music was national in scope, although it has ultimately left open the question.
40 
(44) The Notifying Party submits that there are two main business models for the 
distribution of digital recorded musi c: on the one hand, à-la-carte download 
services and, on the other hand, music st reaming services, which can be divided 
into ad funded and subscription funded services.  
(45) For the purpose of this decision, the exact product and geographic market 
definitions for the retail sale of recorded music can be left open, as the Transaction does not raise serious doubts as to its compatibility with the internal 
market regardless of the product and geographic market definitions.   
                                                 
38  See ICA decision of 10 March 2015 in Case C11987, EI Tower/Rai Way .  
39  Commission decision of 21 September 2012 in Case M.6458, Universal Music Group/EMI Music ; 
Commission decision of 3 October 2007 in Case M.3333, Sony/BMG . 
40  Commission decision of 21 September 2012 in Case M.6458, Universal Music Group/EMI Music . 
11 5.10. Publishing and distribution of mobile games 
(46) In Activision Blizzard/King , the Commission distinguis hed, within the overall 
market for publishing of game software, a separate market for mobile games on 
the one hand, and for PC and console games on the other hand. The Commission 
further considered a potential segmenta tion by genre, by operating system and a 
distinction between social network and m obile games, but it ultimately left open 
the question on whether the product mark et should be further segmented. With 
regard to the geographic scope of the market, the Commission concluded that 
the market for publishing of mobile game software is likely to be at least EEA, 
if not worldwide in scope, but ul timately left open the precise scope.41  
(47) For the purpose of this decision, the exact product and geographic market 
definitions for the publishing and the distribution of mobile games can be left open, as the Transaction does not raise serious doubts as to its compatibility 
with the internal market regardless  of the product and geographic market 
definitions. 
6. C
OMPETITIVE ASSESSMENT  
(48) In order to assess the competitive impact of the notified operation, it would be 
important to preliminarily consider whether Vivendi, who holds 28.80% of the 
share capital and 29.94% of the voting ri ghts in Mediaset, has some form of 
control over that company, which in so me markets is competing with TIM. 
(49) The Commission considers that, at the mo ment, this is not the case. Vivendi 
does not jointly or solely control Medias et in light of the following factors: 
(i) another industrial shareholder (Fininve st) historically holds the largest share 
of Mediaset's share capital (currently amounting to 39.53% of the ordinary share capital and of 41.09% of the voting share ca pital), has obtained the majority of 
the voting rights at least in the last 6 shareholders' meetings and has appointed 
the majority of the board  at least in the last two terms (in 2012 and 2015); 
(ii) Vivendi has not appointed any members of the board of directors, which will 
remain in office until the approval of the financial statements for year 2017; and (iii) Vivendi does not enjoy any specifi c information or other rights, which 
materially differ from those  of any othe r minority shareholder; and (v) at the 
present, Vivendi and Mediaset are enga ged in an on-going litigation, following 
the breaking down of the negotiations fo r the acquisition of Mediaset Premium 
in 2016 which seems, thus, to exclude commonality of interests between Vivendi and Mediaset. 
(50) Based on the above, the Commission has carried out its competitive assessment 
based on the express assumption that Vive ndi does not have any form of control 
over Mediaset and that there is no (nor is  likely to materialise with any degree of 
certainty or likelihood in the near future) other material link (whether structural 
or contractual) that may affect the competitive behaviour of Mediaset on the markets where it operates. Any new deve lopment giving Vivendi the possibility 
to exercise a ( de jure  or de facto , positive or negative, sole or joint) decisive 
influence over Mediaset, if it were to  materialise, would have to form the 
                                                 
41  Commission decision of 12 February 2016 in Case M7866 Activision Blizzard/King . 
12 subject-matter of a separate and distin ct assessment, where appropriate, under 
the relevant EU or natio nal competition rules. 
(51) On the other hand, the Commission will assess whether Vivendi's minority 
participation in Mediaset might affect TI M's incentives in the markets where it 
competes or has vertical relations with Mediaset. 
(52) In particular, the Transaction gives rise to  horizontal effects as a result of TIM's 
activities in the market for DTT whol esale access and of Vivendi's minority 
stake in Mediaset, which is active in the same mark et (Section 6.1).42 
(53) Moreover, the Transaction resu lts in a number of vertical  relationships that give 
rise to affected markets: 
(i) The vertical link between Vivendi's upstream activity in the market for 
production and licensing of broadcasti ng rights for TV content in Italy 
with TIM's downstream ac tivity in market for th e retail supply of TV 
channels in Italy, as TIM has over 30% market share in the hypothetical 
market segment for the provision of re tail pay-TV services through fixed 
broadband (Section 6.2.2); 43 and 
(ii) The vertical link between Vivendi's upstream activity in the market for 
provision of wholesale digital recorded  music in Italy, as Vivendi has over 
30% market share in that market, with TIM's downstream as customer in the market (Section 6.2.3); 
(54) In addition, the Transacti on gives rise to a conglom erate relationship between 
Vivendi's distribution of mobile games in  Italy and TIM's provision of retail 
mobile telecommunication services in Italy, where TIM has over 30% market 
share (Section 6.2.4). 
(55) Finally, the Transaction results in a number of horizontal and vertical 
relationships which do not give rise to affected markets.  
(56) With regard to these horizontal relati onships, both Vivendi and TIM are active 
in the market for the provision of online advertising services in Italy and in the market for the distribution of mobile ga mes in Italy; however such overlaps do 
not give rise to affected markets as the Parties' combined market share is below 
[0-5]% in all the potential markets considered above.  
                                                 
42  In light of Vivendi's minority shareholding in Mediaset, the Transaction might potentially give rise to 
horizontal effects also in the market for retail su pply of pay-TV services where both TIM (with TIM 
Vision) and Mediaset (with Mediaset  Premium) are active. Vivendi migh t in principle raise prices of 
(or worsen the conditions for access to) TIM's retail  TV services and recoup its losses through its 
minority shareholding in Mediaset, since customers would switch to Mediaset's services. In this 
respect, the Commission notes that TIM's share in the retail supply of pay-TV services is minimal (less 
than [0-5]%) and that, in case TIM were to raise pri ces, it is likely that most of its customers would 
switch to SKY's (which has a market share of approximately [70-80]% in 2015 in retail supply of pay-
TV services) rather than Mediaset's serv ices, making such strategy unprofitable.  
43  In this framework, the Commission will also assess whether Vivendi's minority participation in 
Mediaset might affect its ability and incentive to foreclose Mediaset's competitors. 

14 (62) As highlighted by the Italian Antitrust Au thority ("ICA") in its sector enquiry 
IC4146, there is a high level of vertical in tegration between the operators active 
in the upstream market for DTT whol esale access and the downstream markets 
of pay-TV, FTA TV an d TV advertising.  
(63) Indeed, only seven of the 20 MUXes ar e held by non-vertically integrated 
operators.  In particular, Persidera is not  a vertically integrated operator and is 
the only non-vertically integrated operator offering transmission capacity 
exclusively to third party DTT channels.  
(64) The other MUXes are either held or tec hnically managed by vertically integrated 
operators. In this respect, through Elettr onica Industriale, Mediaset holds five 
national MUXes and is vertically integrat ed, since it also broadcasts both FTA 
and pay-TV channels for DTT.47 In addition, through El ettronica Industriale and 
EI Towers, Mediaset technically manage s 3 MUXes (belonging to 3lettronica, 
Cairo Network48 and Prima TV) through so-called "full service ag reements".  
6.1.2.  Notifying Party's views 
(65) According to the Notifying Party,49 the Transaction will not have any 
anticompetitive effects in the market for DTT wholesale access for a number of reasons.  
(66) First, Mediaset closed its 2016 financ ial year with net losses for about 
EUR 294 million, while Persidera had prof its in 2015 for EUR […]. Therefore, 
Vivendi would not have an incentive to give up a profitable business via 
Persidera for the benefit of a business which is losing money. 
(67) Second, Vivendi’s incentive is also  diminished by AGCOM decision of 
18 April 2017
50 ("AGCOM Decision"), which fo und that Vivendi had violated 
Italian media plurality provisions by holding shareholdings exceeding 10% in both TIM and Mediaset and ordered Vive ndi to remove the violation within 
12 months.  According to Vivendi, in order to comply with the AGCOM 
Decision, its shareholding in Mediaset sha ll have to be entirely or prevalently 
divested within 12 months, which woul d remove the incentive to increase 
Persidera's prices.  
(68) Third, channels might benef it from available capacity or increased capacity in 
the future thanks to the evolution towards the DVB-T2
51 standard, which would 
make more capacity transmission available between 2020 and 2022. 
                                                 
46  ICA decision No. 26258 of 30 November 2016, IC41, Indagine Conoscitiva sul settore audiovisivo .  
47  ICA decision No. 25957 of 13 April 2016, C12017,  Reti Televisive Italiane/Gruppo Finelco , 
para. 103.  
48  Cairo Network's MUX is managed by EI Towers S.p.A., which is controlled by Mediaset through 
Elettronica Industriale.  
49  See "Additional Note" dated 28 April 2017.  
50  See AGCOM decision No. 178/17/CONS, Accertamento della violazione dell’art. 43, comma 11, 
del decreto legislativo 31 luglio 2005, n. 177 .  
51  DVB-T2 is an abbreviation for "Digital Video Br oadcasting – Second Generation Terrestrial"; it is 
the extension of the television standard DVB-T, issued by the consortium DVB, devised for the 
broadcast transmission of digital terrestrial television. DVB has been standardized by ETSI. 
15 (69) Moreover, ReteCapri could invest to improve the quality of its multiplex and 
make it a viable alternative for chan nels wishing to broadcast on DTT.  
(70) Finally, a significant part of Persidera's current contracts with the TV channels 
has a sufficiently long duration so as to  limit the risk of foreclosure.    
6.1.3.  Market investigation and Commission's assessment 
(71) The ICA (as well as market participants52) has raised the concern that the 
Transaction would give rise to anticompetitive horizontal (unilateral and coordinated) and vertical effects, in light  of Vivendi's participation in Mediaset. 
The Transaction creates structural links  not only of horizontal nature between 
two operators holding 50% of the availabl e transmission capacity in DTT, but 
also of vertical nature between an indepe ndent non-vertically integrator operator 
and its competitor active in the downstream markets.   
(72) According to the ICA, post-Transaction, Vivendi might have an incentive to 
raise prices charged to TV channels for DTT capacity, thus benefiting either 
directly (through Persidera) or indirectly (recouping th e lost profits through its 
shareholding in Mediaset). Furthermor e, the Transaction might also have 
coordinated effects since the structur al link might incentivize information 
exchange and price coordination.  
(73) Finally, as to vertical effects of the Tr ansaction, according to the ICA, Vivendi 
might have an incentive to raise prices to  third-party TV cha nnels in order to 
make it more difficult for them to compet e against Mediaset's channels in the 
downstream TV market.  
(74) The Commission considers that the Transa ction raises serious doubts as to its 
compatibility with the internal market w ith regard to the DTT wholesale access.  
(75) First, TIM's incentives to compete agai nst Mediaset in DTT wholesale access 
will change as a result of the Transacti on, since TIM's lost profits from raising 
prices or offering inferior conditions to  TV channels wishing to broadcast over 
Persidera's MUXes would be recovered th rough Vivendi's minor ity shareholding 
in Mediaset. By worsening the conditions for access to Persidera's MUXes, Vivendi would financially benefit either directly (from higher prices charged for 
access to Persidera's MUXes) or indirec tly from Mediaset's revenues (resulting 
from hosting additional third-pa rty channels on its MUXes).  
(76) Second, there are no sufficient competi tive constraints against such strategy
53 in 
light of the characteristics of the market:  
i. The market is already concentrated and few players hold a considerable 
part of transmission capacity. In this respect, besides the five MUXes it directly holds, Mediaset's has entered into full service agreements for 
                                                 
52  See reply to question 7 of Questionnaire – Market  test of commitments. A ccording to one operator, 
the transaction " given both Vivendi’s and Mediaset’s upst ream relationship to multiplexers, would 
lead to a material reduction in the competition on the market for wholes ale access to digital 
terrestrial networks for the broadcast of TV channels ".  
53  See also reply to request for information of 21 April 2017, dated 27 April 2017.  
16 three additional MUXes (Prima TV, 3lettronica Industriale, and Cairo 
Network), which grant it si gnificant control over them; 
ii. Persidera and Mediaset are the on ly MUX operators offering full 
managed services to TV channels , including playout, encoding, and 
monitoring and control as well as  the provision of bandwidth and 
multiplex transportation;  
iii. With one exception,54 the capacity of RAI's MUXes55 is all occupied 
and captive, as RAI only hosts its own TV channels; 
iv. Rete Capri's MUX does not have equiva lent characteristics in terms of 
quality/coverage and, in addition, its capacity is fully occupied and 
captive, as it does not currently offe r it to third party TV channels; 
v. Europa Way's MUX has inferior quality  and limited territorial coverage 
(mainly limited to the city of Rome) and the company holding it is undergoing bankrupting proceedings, which significantly limited its operations. In addition, this multip lex uses DVB-T2 technology, which 
cannot be received by the majority of  current set-top-boxes present in 
viewers’ homes.
56 Moreover, its capacity is limited as, together with 
Rete Capri's MUX, they only have [5-10]% of the total transmission 
capacity.   
(77) Moreover, switching to a different MUX could be complex from a technical 
perspective because (i) it requires end- users to re-tune their equipment; 
(ii) MUXes might have different geographi c coverage, due to differences in the 
transmission sites used; and (iii) r eception equipment of end-users are not 
necessarily fully compatible with all MUXe s (in particular in certain areas, e.g. 
Liguria region).57 
(78) In addition, the overall available capacity will be further limited by the planned 
reallocation of spectrum resources (t he 694-700MHz frequency band) in 2020, 
which would be transferred to mobile telecommunications.58 In particular, the 
ICA anticipates that 6 MUXe s would be reallocated to mobile transmission, thus 
reducing the available fre quencies for DTT by 33%.59 The reduction of the 
overall capacity will further reduce altern atives for TV channe ls and facilitate 
Vivendi's strategy to increase prices (o r worsen the conditions) for wholesale 
DTT access. 
(79) As to the Notifying Party's argume nts, the Commission notes that:  
(i) Mediaset's reported losses in 2016 do not affect Vivendi's incentive to 
increase prices for wholesale DTT acce ss post-Transaction since, in case 
                                                 
54  RAI only host one third-party channel, TV2000.   
55  One of RAI's MUXes (MUX 5) is only used for testing activities.  
56  See reply to request for information of 21 April 2017, dated 27 April 2017.   
57  See reply to request for information of 21 April 2017, dated 27 April 2017 and reply to request for 
information of 20 April 2017, dated 26 April 2017.  
58  See Proposal for a Decision of  the European Parliament and of  the Council on the use of the 
470-790 MHz frequency band in the Union, 13 May 2016, Interinstitutional file: 2016/0027 (COD).  
59  ICA decision No. 26258 of 30 November 2016, IC41, Indagine Conoscitiva sul settore audiovisivo . 
17 TV channels were to switch to Medi aset's MUXes, Vivendi would still 
financially benefit from increased revenues and, consequently, fewer 
losses;   
(ii) First, the Notifying Party has publicly announced that it reserves the right 
to challenge the AGCOM Decision.60 Second, the AGCOM Decision does 
not specifically impose on Vivendi the obligation to divest its 
shareholding in Mediaset as the onl y way to remedy the violation. To the 
contrary, the AGCOM Decision leaves  Vivendi discretion to select the 
appropriate measures and, to this end, requests it to submit a detailed plan 
on the implementing measures within 60 days of the date of adoption. 
Therefore, the AGCOM Decision ca nnot be considered, due to the 
uncertainties as to the modalities of  the solutions to be adopted by 
Vivendi, to remove the concerns iden tified by the Commission in light of 
Vivendi's stake in Mediaset;   
(iii) The increase in DTT capacity stemming from the implementation of the 
DVB-T2 standard is unclear in terms of timing and scope (the Notifying 
Party itself fails to identify how much capacity could potentially be made available as a result of the technol ogy). Moreover, the vast majority of 
DTT set-top-boxes present in Italian households are not suitable for DVB-
T2 standard and would therefore need to be replaced in order to receive 
channels broadcast in this technol ogy. Thus, the switc h to DVB-T2 cannot 
be considered to eliminate the co mpetition concerns connected to the 
Transaction;   
(iv) Similarly, the investment required to upgrad e Rete Capri's MUX is unclear 
as to its size and possible advantages to counteract Vivendi's strategy post-Transaction, especially considering that Rete Capri only holds one MUX; 
(v) Finally, even assuming that the durat ion of a considerable part of 
Persidera's current contracts with cha nnels might reduce its ability to raise 
prices to current customers, this does not exclude the application of 
inferior conditions or higher prices to new entrants (i.e. additional 
channels wishing to broadcast over DTT) or current customers for additional channels. 
(80) With regard to concerns relating to coordinated and vert ical effects, the 
Commission considers that it is not necessary  to take a view as  to whether or not 
they are substantiated, since the commitments offered by the Notifying Party also address those potential concerns. 
(81) In light of the foregoing, the Commission considers that the Transaction raises 
serious doubts as to its compatibility with the internal market with regard to the 
market for DTT wholesale access.  
                                                 
60  https://www.vivendi.com/presse/communiques-de- presse/vivendi-se-reserve-droit-dengager-toute-
action-judiciaire-appropriee-a-suite-de-decision-de-lagcom/ 
18 6.2. Non-horizontal effects 
6.2.1.  Legal framework 
6.2.1.1.  Vertical non-coordinated effects 
(82) According to the Non-Horizontal Guidelines,61 non-coordinated effects may 
significantly impede effective competition as a result of a vertical merger if such merger gives rise to foreclosure. Forecl osure occurs where actual or potential 
competitors' access to supplies or markets is  hampered or eliminated as a result 
of the merger, thereby reducing those co mpanies' ability and/or incentive to 
compete.
62 Such foreclosure may discourage entry or expansion of competitors 
or encourage their exit.63 
(83) The Non-Horizontal Guidelines distingui sh between two form s of foreclosure. 
Input foreclosure occurs where the merg er is likely to raise the costs of 
downstream competitors by restricting their access to an important input. 
Customer foreclosure occurs where the merger is likely to foreclose upstream 
competitors by restricting their access  to a sufficient customer base.64 
(84) With regard to input foreclosure,  in assessing the likelihood of an 
anticompetitive foreclosure scenario, th e Commission examines, first, whether 
the merged entity would have, post-Transaction, the ability to substantially foreclose access to inputs or custom ers, second, whether it would have the 
incentive to do so, and third, whether a foreclosure strategy would have a 
significant detrimental effect on competition.
65 
(85) With regard to customer foreclosur e, in assessing the likelihood of an 
anticompetitive foreclosure scenario, th e Commission examines, 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 upstr eam, and third, whether a 
foreclosure strategy would have a signifi cant detrimental effect on consumers in 
the downstream market.
66 
6.2.1.2.  Conglomerate non-coordinated effects  
(86) According to the Non-Horizontal Guidelin es, in the majority of circumstances, 
conglomerate mergers will not lead to any competition problems.67 However, 
foreclosure effects may arise when th e combination of products in related 
markets may 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 bundling or other ex clusionary practices . While tying and 
                                                 
61  Guidelines on the assessment of non-horizontal mergers under the Council Regulation on the 
control of concentrations be tween undertakings ("Non-Horizo ntal Guidelines"), OJ C 265, 
18.10.2008, p. 6-25. 
62  See Non-Horizontal Guidelines, paragraph 18. 
63  See Non-Horizontal Guidelines, paragraph 29. 
64  See Non-Horizontal Guidelines, paragraph 30. 
65  See Non-Horizontal Guidelines, paragraph 32. 
66  See Non-Horizontal Guidelines, paragraph 59. 
67  See Non-Horizontal Guidelines, paragraph 92. 
19 bundling have often no anticompetitive cons equences, in certain circumstances 
such practices may lead to a reduction in  actual or potential competitors' ability 
or incentive to compete. This may reduce the competitive pressure on the merged entity allowing it to increase prices.
68 
(87) In assessing the likeli hood of anticompetitive foreclosure effects, the 
Commission examines, first, whether the merged firm would have the ability to foreclose its actual or potential compet itors, second, whether it would have the 
economic incentive to do so  and, third, whether a fo reclosure strategy would 
have a significant detrimental effect on competition, thus causing harm to 
consumers.
69 
6.2.2.  Vertical links between Vivendi's upstr eam activity in the licensing of TV 
content and TIM's downstream activity in the retail provision of TV services 
(88) With regard to the vertical links between Vivendi's upstream activity in the 
licensing of TV content, and potential narrower market segments, and TIM's 
downstream activity in the retail provisi on of TV services, the Notifying Party 
submits that the Transaction would not give rise to any competition concern based on either input or cust omer foreclosure. With rega rd to input foreclosure, 
Vivendi's content could not be considered  as an important input to compete in 
the market for the provision of pay-TV services. With regard to customer 
foreclosure, TIM is only one of several distribution platforms to provide pay-TV 
services in Italy and alternative provider s of fixed internet access services would 
be available in the market. 
6.2.2.1.  Input foreclosure – access to Vivendi's content 
(89) The Notifying Party submits that it would not have the ability to foreclose TIM's 
competitors since it is only marginally active in the market for the licensing of 
broadcasting rights for audi o-visual content, includi ng both films and other TV 
content and several alternative operator s would remain active in the market.  
(90) Some of TIM's competitors in the mark et for the retail provision of fixed 
internet access serv ices expressed the concern th at, post-Transaction, Vivendi 
would give TIM privileged access to Vive ndi and Mediaset's premium content.
70 
By having exclusive access to this premium conten t and bundling it with its 
mobile and fixed telecommunication offe ring, TIM would be able to strengthen 
its position in the retail market for th e provision of fixed internet access 
services.  
(91) The Commission considers that, with re gard to Mediaset, Vivendi would not 
have the ability to foreclose TIM dow nstream rivals by denying access to its 
content or IPTV offering. As described at  paragraph (49), while Vivendi holds a 
significant stake in Mediaset, this does not confer on Vivendi control or other 
type of influence over Mediaset’s busin ess decisions, such as, for example, 
those concerning the distribution of Medias et’s content. Therefore, Vivendi does 
                                                 
68  See Non-Horizontal Guidelines, paragraphs 91 and 93. 
69  See Non-Horizontal Guidelines, paragraph 94. 
70  See replies to Commission questionnaire Q1 to market participants, questions 3.1, 3.2 and 3.3.  See 
also replies to the market te st questionnaire, questions 3. 
20 not have the ability to influence Mediaset ’s distribution of its content and retail 
pay-TV offering. 
(92) With regard to Vivendi's content, the Commission considers that Vivendi would 
not have the ability to successfully engage in the foreclosure of TIM's downstream rivals. First, based on its actua l content offering, Vivendi is a very 
small player in the upstream market for the licensing of TV broadcasting rights 
for audio-visual content in Italy (marke t share below [0-5]%, with sales of only 
EUR[…]).
71 Second, Vivendi does not hold si gnificant broadcasting rights 
relating to TV content for Italy.72  Third, several alternative competitors would 
remain active in the market including a ll the six major-US studios (20th Century 
Fox, Warner Bros, Paramount, Universal and Walt Disney), Sky Italia (the 
leading provider of retail pay-TV services  in Italy) and Netflix, one of the main 
over-the-top ("OTT") players in the market. 
(93) In light of the above, the Commission considers that the Transaction does not 
give rise to serious doubts with regard to its compatibility with the internal market as a result of input foreclosure e ffects to the detriment of providers of 
TV retail services and fixed broa dband retail services in Italy.  
6.2.2.2.  Customer foreclosure – dist ribution through TIM's fixed 
network 
(94) The Notifying Party submits that it would not have the ability to foreclose TIM's 
competitors in the market for the provision of retail pay-TV services since TIM is just one of several platforms to distri bute pay-TV services available to Italian 
customers. Moreover, Vivendi would not have the incentive to deny or 
hindering access to other ope rators (e.g. Sky and Netflix ) to distribute their 
offering through its IPTV
73 service since it would lose the revenue deriving 
from those agreements and its retail broadband customers would switch to 
another telecom operator offering those services. 
(95) [CONFIDENTIAL]74 raised the concern that, po st-Transaction, Vivendi would 
foreclose Mediaset's competitors in the retail pay-TV market by denying them access to TIM’s broadband customer base, which could only or best be reached via fixed broadband (i.e. IPTV services) in  light of the difficulties that retail 
customers may have to receive pay-TV services via DTH (for example, due to urban planning restrictions). 
(96) The Commission considers that Vivendi w ould not have the ability to foreclose 
access to the market for the provision  of pay-TV services in Italy. 
                                                 
71  In the market for licensing of broadcasting rights relating to films in Italy, Vivendi holds a market 
share of less than [0-5]% with sa les of EUR […]. In the market for licensing of broadcasting rights 
relating to other TV content in Italy, Vivendi holds a market share of less th an [0-5]% with sales of 
EUR […]. Vivendi submits that its market shares would not be materially different under any 
narrower product market definition. 
72  See Notifying Party's reply to request for information n.1 of 4 April 2017, question 4. 
73  Internet Protocol television (IPTV) is the delivery of television content using signals based on the 
logical Internet protocol (IP), rather than thro ugh traditional terrestrial ("DTT"), satellite signal 
("DTH"), and cable television formats.   
74  See replies to Questionnaire 1 to market participants, question 3.3.  
21 (97) First, IPTV is not an essential tech nology to compete since Sky and Mediaset, 
with a combined market share of ove r 90% in the Italian pay-TV market, 
distribute almost exclusively throug h non-IPTV technology (Sky through DTH 
and Mediaset through DTT). Moreover, only a limited number of retail pay-TV 
customers have access to pay-TV serv ices in Italy thr ough IPTV network 
([0-5]% of Sky's total customer base and [0-5]% of Mediaset Premium's total 
customer base as of April 2017).   
(98) Second, TIM does not have the ability to restrict access to a significant customer base by refusing to distribute other pa y-TV offering through its IPTV service 
since only approximately [CONFIDENTIAL] of the overall 25 million households in Italy
75 would not able to access pay-TV services through DTH 
technology. 
(99) Third, even if TIM has a significant sh are of [40-50]% in the market for the 
supply of retail fixed internet services, alternative providers would be able to 
offer those services directly or indirectly  in the market in the coming years. For 
example, with regard to fiber connections, which are the most suitable to provide IPTV services, WIND Tre and V odafone have agreements with Enel 
Open Fiber, which plans to roll-out its  network in both densely and not-densely 
populated areas, to access its infrastr ucture to provide retail services
76. Fastweb, 
the other major player in the retail market, serves approximately 7 million households with speed connection of 100 mega bit per second ("Mbps") and it 
plans to extend its fiber ne twork over the next years c overing 50% of the Italian 
territory starting wi th the most dens ely populated area.
77 Moreover, TIM also 
provides regulated wholesale access services  to other fixed operators in Italy.78 
(100)  Fourth, TIM would not have the ability to  deny Sky access to its network at least 
until [CONFIDENTIAL]. Sky and TIM have indeed signed an agreement, 
pursuant to which TIM’s customers are offered [CONFIDENTIAL] Sky TV 
offering (“Sky IPTV Offer”) through TIM’s broadband fixe d-line network. 
Based on the agreement, [CONFIDENTIAL]. 
(101)  Sixth, [CONFIDENTIAL]. On these points, the Commissi on notes that, first, the 
lawsuit between Sky and TIM is still pending and, second, while 
[CONFIDENTIAL]. 
(102)  The Commission further considers that  Vivendi would not likely have the 
incentive to foreclose access to the market  for the provision of pay-TV services 
in Italy. First, [CONFIDENTIAL]. Second, [CONFIDENTIAL].79  
                                                 
75  See reply to request for information of 21 April 2017, dated 27 April 2017.  
76  See Commission decision of 15 December 2016 in  Case M.8234, Enel / CDP Equity / Cassa 
Depositi e Prestiti / Enel Open Fiber / Metroweb Italia, paragraph 38.   
77  See " Fastweb, the Network ", available at: http://www fastweb.it/chi-sia mo/la-nostra-rete-in-fibra-
ottica   
78  See AGCOM " Servizi di accesso disaggregato (Unbundled access services) ", available at: 
https://www.agcom.it/serviz i-di-accesso-disaggregato . See also, TIM "Wholesale – braoadband and 
ultra broadband", available at https://www.wholesale.telecomitalia.com/en/catalogo_en/-
/catalogo_aggregator/article/58334?p_r_p_564233524_categoryId=58336&p_r_p_564233524_activePortletId=noportlet 
79  See [CONFIDENTIAL]. 
22 (103)  Regardless of whether Vivendi has either the ability or the incentive to foreclose 
rivals by denying access to downstream customers, the Commission does not 
consider that such a strategy would ha ve an impact on effective competition. 
First, alternative providers of retail pay TV services are today active and would remain active in the market in the next  years including Sky, the leading provider 
of pay-TV services in It aly with a market share of approximately [70-80]% 
in 2015, and Netflix. With regard to Sky, its ability to compete in the next years would not be affected by not having access to TIM's IPTV services. As indicated above, less than [0-5]% of S ky's overall customers in Italy have access 
to Sky's offering through TIM's IPTV  offering. In particular, while 
[CONFIDENTIAL], Sky's ability to compete in the market has not been impacted in the last year as confirmed by its latest financial results which show a strong increase in revenue (7%), operating profit (237%) and customer base.
80 
With regard to Netflix and other provid ers of OTT TV services, an agreement 
between those operators and TIM is not necessary for the final customer who will still be able to subscribe to their services if they wish.  
(104)  With regard to the area not able to access pay-TV services through DTH technology in Italy, the Co mmission firstly notes th at this would correspond 
only to a limited fraction of the overall customer base in Italy in the market for the provision of pay-TV services in It aly. Second, not all the households in Italy 
could be served by TIM's IPTV services  since TIM is able to offer those 
services, which require a broadband speed connection of at least 20 Mbps
81, to 
approximately 60% of the households in  Italy and not th e entire Italian 
territory.82 Therefore TIM could serve thr ough IPTV only a subset of the 
households who are not able to acce ss pay-TV services through DTH 
technology in Italy.  Moreover, the Commission notes th at alternative operators 
would be able to provide high speed fixe d internet access services over the next 
years directly (e.g. Fastweb) and i ndirectly by relying on third party 
infrastructure network operator (e.g. En el Open Fiber or regulated wholesale 
access). Finally, Sky, the main pay-TV ope rator in Italy, has an agreement in 
place with TIM which will ensure that it w ould be able to offer those services 
over the next years and, as described above in paragraph (99), after the expiry of 
the contract, it could team up with othe r providers of fixed internet access 
services83.  
(105)  In light of the above, the Commission considers that the Transaction does not give rise to serious doubts with regard to its compatibility with the internal 
                                                 
80  See Sky's "Unaudited results for the nine months to 31 March 2017", available at: 
https://corporate.sky.com/documents/investors/re sults/2017 results/q3 1617 trading statement.pdf . 
81  See TIM Smart casa e Sky TV offering, available at: https://www.tim.it/offerte/fisso/internet-voce-
e-timvision/adsl/ti m-smart-casa-e-sky . 
82  See TIM's wholesale offering, bitstream, available at: 
https://www.wholesale.telecomitalia.com/en/catalogo en/-
/catalogo aggregator/article/58347? 2 WAR nwscatalogoportlet redirect=%2fen%2fcatalogo en
%2f-
%2fcatalogo aggregator%2farticle%2f58334& 2 WAR nwscatalogoportlet resourcePrimKey2=5
8347&p r p 564233524 activePortletId=noportlet . "Bitstream services are characterised by very 
widespread geographical coverage in that ADSL services operating at up to 7 Mbit/s are available 
on about 97% of the telephone lines while ADSL services operating at up to 20 Mbit/s are available on around 62% of the telephone lines ." 
83  [CONFIDENTIAL]. 
23 market as a result of customer foreclos ure effects to the detriment of providers 
of TV retail services in Italy.  
6.2.3.  Vertical links between Vivendi's upstream activity in the market for 
provision of wholesale digital reco rded music with TIM's downstream 
activity in the retail market 
(106)  Vivendi (through its subsidiary, Universal Music Group “UMG”) is  active in the 
wholesale supply of digital recorded mu sic in Italy. Its main competitors are 
Sony Music and Warner Music. TIM is a cu stomer in the market  and it is active 
in the retail supply of dig ital recorded music in Ital y through its "TIM Music" 
platform. TIM's main competitors include Apple and Spotify. 
(107)  The Notifying Party submits that the Tran saction would not give rise to any 
competition concern based on either input or customer foreclosure. With regard to input foreclosure, Vive ndi would not have the incen tive to deny access to its 
content to large downstream providers su ch as Apple and Sp otify. With regard 
to customer foreclosure, TIM is only one of several retail streaming services for 
digital recorded music available in Italy and alternative services would be accessible in the market. 
6.2.3.1.  Input foreclosure - access to Vivendi's content 
(108)  The vertical link between the Parties’ activ ities with regard to digital recorded 
music gives rise to a vertically affected market, as Vivendi has a market share of 
[30-40]% in 2016 in the market for the w holesale of digital recorded music in 
Italy. Vivendi, post-Transaction, may rest rict access to its music content and 
distribute it only through TIM's retail platform.  
(109)  The Commission considers that Vivendi w ould not have the ability to foreclose 
TIM's downstream rivals. First, none of the respondents to the market 
investigation raised such concerns. Second, while Vivendi, through UMG, has 
the second largest market share in Ital y, several alternativ e providers would 
remain in the market, including large multinationals as Sony Music and Warner Music with market share of respectiv ely of [30-40]% and [10-20]% in 2016. 
(110)  The Commission further considers that Vi vendi would not have the incentive to 
deny its music content to TIM's competitors. First, TIM represents less than [10-20]% of Vivendi's revenue in the mark et; therefore, any attempt to restrict 
access to TIM's competitors would nega tively impact the distribution of 
Vivendi’s music in Italy and deprive the company of more than [80-90]% of the 
revenue in the market. Second, by refusing to supply its music content to TIM's competitors, Vivendi would risk undermining its commercial relationships with its key digital customers, many of whic h operate not just in Italy but on a 
worldwide basis, such as Apple,  Spotify, Amazon, and Deezer.  
(111)  In light of the above, the Commission considers that the Transaction does not 
give rise to serious doubts with regard to its compatibility with the internal market as a result of input foreclosure effects to the detriment of downstream 
providers of retail digital recorded music in Italy.  
24 6.2.3.2.  Customer foreclosure – dist ribution through TIM's retail 
platform 
(112)  A respondent to the market investigation84 raised the concern that Vivendi could 
foreclose providers of wholesale digi tal recorded music from reaching an 
important segment of their potential customer base, by denying them access to TIM’s customer base.
85  
(113)  The Commission considers that Vivendi w ould not have the ability to foreclose 
its upstream rivals from the market for the provision of retail digital recorded music in Italy. First, while TIM is one of the main customers in the market, it has a market share of only [10-20]% in the retail market for the provision of 
digital recorded music in Italy in 2016. Second, as confirmed by the market 
investigation, altern ative suppliers of retail dig ital recorded music (e.g. Apple 
and Spotify) accounting for over [80-90]% of  the market would remain available 
to upstream competitors.  
(114)  Third, Vivendi would not have the incentive to foreclose its upstream 
competitors active in the market for the provision of wholesale digital recorded 
music since, by losing access to a significant repertoire of other record companies, it would mainly impact the quality of TIM's retail service.  
(115)  Regardless of whether Vivendi has either the ability or the incentive to foreclose 
competing upstream competitors active in the market for the provision of wholesale digital recorded music, the Co mmission does not consider that such a 
strategy would have an impact on effective competition. Alternative operators such as Apple and Spotify would remain  active in the market for the provision 
of retail digital recorded music. Therefore, Vivendi's competitors, including multinational such as Sony Music and Warner Music, will continue to be able to offer their music to alternative downst ream providers as Apple and Spotify, 
ensuring that final customers would be able to have access to content on the 
same condition they would have done absent the Transaction. Moreover, 
Vivendi's competitors are multinational organizations and their investment choice in music content would not likely be impact ed by not having access to 
TIM's retail customer base.  
(116)  In light of the above, the Commission considers that the Transaction does not 
give rise to serious doubts with regard to its compatibility with the internal market as a result of customer foreclos ure effects to the detriment of upstream 
providers of wholesale digita l recorded music in Italy.  
6.2.4.  Conglomerate relationship between Vive ndi's distribution of mobile games 
in Italy and TIM's provision of retail mobile telecommunication services in 
Italy 
(117)  Vivendi is active in  the retail supply of mob ile games in Italy through its 
subsidiary Gameloft. TIM is active in the provision of retail mobile 
telecommunication services with a market share of [30-40]%.  
                                                 
84  See replies to Questionnaire 1 to market participants, question 4.3.  
85  TIM, with […] users through TI M Music, is the second largest musi c streaming service in Italy after 
Spotify. 
25 (118)  One respondent to the market investigation86 indicated that, post-Transaction, 
Vivendi would offer its mobile games onl y through TIM's mobile  services and it 
would therefore strengthen TIM's position in the market for the provision of 
retail mobile telecommunication services.  
(119)  The Notifying Party submits that the Tran saction would not give rise to any 
competition concern with regard to its ac tivities in the retail distribution of 
mobile games since its position in the ma rket is limited and several alternative 
providers would remain active in the market. 
(120)  The Commission considers that the Tr ansaction does not raise serious doubts 
based on conglomerate concerns with respect to the market for the supply of games and the market for the provision of retail mobile telecommunication services for the following reasons. First, Vivendi is a small player in the market 
for the supply of mobile games in Italy with a market share of [0-5]% in 2016. 
Second, alternative providers of mobile  games would remain active in the 
market including Supercell and King with market shares of respectively [10-20]% and [10-20]%. Third, altern ative providers of  retail mobile 
telecommunication services would remain active in the market, including WIND 
Tre and Vodafone with market shares of respectively [30-40]% and [30-40]%. 
Finally, all mobile games will remain av ailable on platform such as Apple's App 
Store and Google Play which constitute th e main distribution channel in Italy. 
Therefore, TIM's competitors in the m obile space and Vivendi's competitors in 
the market for the supply of mobile game s would also be able to offer similar 
packages of mobile telecommunicat ion services and mobile games. 
6.2.5.  Vertical links between Vivendi's up stream activity (through Havas) in 
the markets for the provision of MBS and MCS services with Telecom 
Italia's downstream activity as customer in the markets; 
(121)  With regard to these vertical relationships, Vivendi, through its affiliate Havas,
87 
is active in the upstream markets for the provision of MBS and MCS in Italy and 
TIM acts as a customer in those markets. The Transaction does not give rise to 
an affected market since Vivendi has a market share significantly below 30% 
in 201688 ([10-20]% in the MCS market and [5-10]% in the MBS market, which 
would not be materially different in  any possible sub-market) and in the 
downstream markets, based on the data provided by the Notifying Party, TIM's 
advertising spending is limited and signi ficantly below 30% (even considering 
possible sub-markets).89 
(122)  In any event, the Commission considers the Transaction does not raise serious 
doubts as to its compatibility  to the internal market with regard to MCS and 
MBS markets, even under potentia l narrower market segments.  
(123)  With respect to MCS, first,  most of the respondents to  the market investigation 
consider that the Transaction would have a neutral impact on the market. 
Second, Vivendi would not have the ability and the incentive to foreclose TIM's 
                                                 
86  See replies to Questionnaire 1 to market participants, question 3.7.  
87  See Commission decision of 24 April 2017 in case M.8392, Bolloré/Vivendi . 
88  See Notifying Party's reply to RFI n.5 of 27 April 2017. 
89  See Notifying Party's reply to RFI n. 5 of 27 April 2017.  
26 competitors since its services could not be considered an important input, in 
light of its limited market share, under  any narrower product market definition, 
and the presence of alternative supplie rs. Third, Vivendi would not have the 
ability to foreclose its competitors to access a significant customer base downstream in the MCS market since TI M's spending in the MCS market is 
limited (approximately EUR […] for MC S in 2016) which, based on the data 
provided by the Notifying Party, corres ponds to [0-5]% of the overall spending 
in the MCS market in Italy. 
(124)  With regard to MBS, most of the re spondents to the market investigation 
consider that the Transaction would have either a positive or neutral impact on the MBS market. In particular, one of  Havas's main competitors in Italy 
considers that the market would remain  competitive following the Transaction. 
However, three respondents indicated that the Trans action may have a negative 
effect on the MBS market in Italy. In particular, a TV channel provider notes 
that, post-Transaction, TIM would no longe r acquire advertising space on third 
party services (e.g. TV ch annels) and transmit advert ising services only on its 
services/platform (e.g. TIM Vision retail TV platform). However, such concern 
would not be merger specific. Today, TIM has already the ability to divert its 
advertising expenditure to  its TV platform. The ot her two respondents did not 
substantiate their claim a nd noted that the relationships between Havas, Vivendi 
and TIM should be investigated. Howeve r, the Commission considers that the 
Transaction does not raise serious doubts with regard to MBS in Italy for the 
following reasons. First, Vivendi would not have the ability and the incentive to foreclose TIM's competitors since its services could not be considered an important input (it has a market share of approximately [5-10]% in the MBS 
market in Italy
90 and alternative suppliers would remain active in the market) 
and the strategy would not be profitabl e (Vivendi would lose more than 
[70-80]% of its revenues by exclusively relying on TIM as a customer). Third, 
Vivendi would not have the ability to foreclose its competitors to access a 
significant customer base downstream in the MBS market since Telecom Italia's 
spending is limited (approximately EU R […] for MBS in 2016) which, based on 
the data provided by the Notifying Party, corresponds to [0-5]% of the overall 
spending in the MBS market in Italy. 
7. COMMITMENTS  
7.1. Introduction 
(125)  In order to remove the serious doubts aris ing from the Transaction described in 
Section 6.1 in relation to the Italian market for DTT wholesale access, on 
4 May 2017 the Notifying Party submitted co mmitments pursuant to Article 6(2) 
of the Merger Regulation (t he "Initial Commitments"). 
(126)  The Commission launched a market te st of the Initial Commitments on 
5 May 2017. The Commission informed the No tifying Party of the results of the 
market test on 16 May 2017. Following the feedback received from the 
                                                 
90  Vivendi submits that its market shares would not be materially different under any narrower product 
market definition. 
27 Commission, the Notifying Party submitted a revised set of commitments on 
17 May 2017 (the "Final Commitments"). 
(127)  The Final Commitments are annexed to this  decision and form an integral part 
thereof. 
7.2. Analytical framework 
(128)  Where the Commission  considers that a concentr ation will raise competition 
concerns the parties may seek  to modify the concentrati on in order to resolve such 
competition concerns an d thereby gain clearan ce of their merger.91 
(129)  In Phase I, commitments offered by the parties can only be accepted where the 
competition problem is readily identifiab le and can easily be remedied. The 
competition problem ther efore needs to be so straight forward and the remedies so 
clear-cut that it is not necessary to enter into an in-depth investigation and that the commitments are sufficient to clearly rule  out "serious doubts " within the meaning 
of Article 6(1)(c) of the Merger Regulation. Where th e assessment confirms that 
the proposed commitments remove the ground s for serious doubts on this basis, the 
Commission clears the merger in Phase I.
92 
(130)  In assessing whether the proposed co mmitments will like ly eliminate the 
competition concerns identi fied, the Commissi on considers all relevant factors 
including inter alia the type , scale and scope of the prop osed commitments, judged 
by reference to the structure and particular  characteristics of the market in which 
the competition concerns arise, includi ng the position of the parties and other 
participants on the market.93 
(131)  In order for the commitments  to comply with these pr inciples, commitments must 
be capable of being implemented effec tively within a shor t period of time.94 
Where, however, the parties submit remedies  proposals that are so extensive and 
complex that it is not possib le for the Commission to determine with the requisite 
degree of certainty, at the ti me of its decision, that they will be  fully implemented 
and that they are likely to maintain effective competition in the market, an 
authorisation decision cannot be granted.95 
(132)  As concerns the form of acceptable commitments, the Merger Regulation leaves 
discretion to the Commission as long as the commitments meet the requisite 
standard.96 Structural commitments will meet the conditions set out above only in 
so far as the Commissi on is able to conclude with the requisite degree of certainty 
that it will be possible to  implement them and that it will be likely that the new 
commercial structures resulting from th em will be suffici ently workable and 
                                                 
91  Commission notice on remedies acceptable under C ouncil Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (t he "Remedies Notice"), OJ 2008/C 267/01, 
Paragraph 5. 
92  Remedies Notice, Paragraph 81. 
93  Remedies Notice, Paragraph 12. 
94  Remedies Notice, Paragraph 9. 
95  Remedies Notice, Paragraphs 13, 14 and 61 et seq. 
96  Case T-177/04 easyJet v Commission [2006] ECR II-1913, Paragraph 197. 
28 lasting to ensure that the significant im pediment to effective competition will not 
materialise.97 
(133)  Divestiture commitments are generally th e best way to eliminate competition 
concerns resulting from horizontal ov erlaps, although other structural 
commitments, such as acces s remedies, may be  suitable to resolve concerns if 
those remedies are equivalent to divestitures in their effects.98  
(134)  It is against this background that the Commission analysed the proposed 
commitments in  this case. 
7.3. Initial Commitments 
7.3.1.  Description of the Initial Commitments 
(135)  The Initial Commitments consisted of th e divestment of TIM's 70% stake in 
Persidera (the "Divestment Business"). 
(136)  The Divestment Business also include d, unless otherwise agreed with the 
purchaser, the benefit of all current arrangements under which TIM or its 
subsidiaries supply products or servi ces to the Divestment Business, for a 
transitional period of up to […] after the transfer of the legal title to the Divestment Business to the purchaser a nd on terms and conditi ons equivalent to 
those at present afforded to the Di vestment Business. The Notifying Party 
committed to put in place strict firewall procedures so as to ensure that any competitively sensitive information rela ted to, or arising from such supply 
arrangements (for example, product roadmaps) will not be shared with, or passed on to, anyone outside the releva nt business unit/division providing the 
product/services operations. 
(137)  The Initial Commitments included a revi sed version of the review clause 
whereby the Commission may, " in response to a reason ed request from the 
Notifying Party showing good cause waive, modify or substitute, in exceptional 
circumstances, one or more of the undertakings in these Commitments, […]. 
7.3.2.  Results of the market test 
(138)  The results of the market test were generally positive. 
(139)  The majority of the respondents to th e market test cons idered that the 
Divestment Business includes all necessary  tangible and intangi ble assets for the 
purchaser to operate and effectively compete on the Italian market for DTT 
wholesale access.
99 This is because the Divestment Business consists of a 
participation to the share capital of Persidera, which is the undertaking currently running the activities of TIM in the mark et for DTT wholesale access. In this 
vein, one respondent explains that, "[s] ince the Divestment Business is a 
participation to Persidera's share cap ital and the Company (i.e. Persidera) is 
currently running the business, [it believes]  that the Divestment Business 
includes all necessary assets for the pur chaser of the shares to operate and 
                                                 
97  Remedies Notice, Paragraph 10. 
98  Remedies Notice, Paragraph 19. 
99  See replies to Question 3 of Initial Commitment's market test. 
29 effectively compete on the market ." Only one respondent indicated that the 
Divestment Business should also include th e right to access and exploit at least 
800 fully-equipped transmission sites. 
(140)  The view of the respondents were mixed w ith respect to the i ssue as to whether, 
in order to run the Divestment Business efficiently as a viable and competitive force in the Italian market for DTT whol esale access, the purchaser should have 
any specific characteristics other than t hose mentioned in section D, paragraph 
17 of the Initial Commitments.
100 In this respect, four respondents indicated that 
the purchaser should fulfil additional criteria.  One of them stated that the Initial 
Commitments should be revised so to e xplicitly state that the purchaser should 
not be an entity connected to the Medi aset Group. The replies of other three 
respondents suggest that the purchaser shoul d not be vertically integrated in the 
retail supply of TV channels to have a ll the incentives to grant access and top 
quality service to its customers not owning DTT infrastructures nor be a 
prominent player in other distribution pl atform, nor an operator already active in 
the DTT wholesale access market. 
(141)  The majority of the respondents also consid ered that the provis ions of the Initial 
Commitments (including its schedule) are sufficiently clear and capable of being 
implemented.101 Only one respondent indicated that it was not clear from 
paragraph 18 of the Initial Commitments whether the sale of single assets owned 
by Persidera, such as one of the MUXe s, was possible on a standalone basis. 
(142)  Finally, the majority of the respondents st ated that, according to them, the Initial 
Commitments will ensure that post-Tran saction there would remain sufficient 
competition in the Italian market for DTT wholesale access.102 In this vein, one 
respondent stated that " the divestment of Persidera is critical to the effective 
functioning of the Italian market for w holesale access to digital terrestrial 
networks for the broadcast of TV channels ." 
(143)  Nonetheless, two respondents have raised some concerns as regards the viability 
of the Divestment Business. According to one of these respondents, Persidera 
would not be a viable business for two main reasons: first, its (increasing) 
dependency on Discovery due to the loss  of Cairo as customer; second, the 
uncertainty in the regulatory framew ork for DTT broadcasting in Italy, " due to 
the switching in 2020 of the 900 [sic] MHz spectrum band fo r use in mobile 
telecommunications "; third, the lack of a partne rship with a tower operator and 
in particular with EI Tower. The othe r respondent indicate d instead that the 
Initial Commitments would be effective,  but only for a limited period of time 
because "[s] ome Persidera’s MUX DVB-T (TIM B1, TIM B2, RETE A2) are 
allocated within 700 Mhz frequencies th at will used for Digital terrestrial 
broadcasting transmission until 2022 end after such date, 700 Mhz frequencies will change their destination use from DT T to mobile services (for Supplemental 
Downlink id est “SDL”). " 
                                                 
100  Notably, independence from Vivendi, financial resources, proven expertise and incentive to 
maintain and develop the Divestment Business as a viable and active competitive force. See replies 
to Question 4 of Initial Commitment's market test. 
101  See replies to Question 6 of Initial Commitment's market test. 
102  See replies to Question 7 of Initial Commitment's market test. 
30 (144)  In addition, the Commission notes that th e ICA has expressed a positive opinion 
on the Initial Commitments and it considered that such commitments are "suitable to solve the competition concer ns, as they represent a structural 
solution ". Nonetheless, the ICA stated that  an appropriate transitional period 
should be foreseen to enable a smooth change of supplier for all the inputs currently supplied to Persidera by TIM and that the identity of purchaser should 
be carefully assessed to ensure that it  would not raise concerns of vertical 
foreclosure. 
7.3.3.  Commission's assessment of the Initial Commitments 
(145)  The Commission considers that the Initial Commitments would in principle 
have been capable of removing the seri ous doubts raised by the Transaction, and 
identified in Section 6.1, in a clear-c ut manner. Such ability may though be 
affected by the limited duration of the transitional period. 
(146)  First, the Commission considers that th e scope of the Divestment Business is 
sufficiently comprehensive. Persidera is a distinct legal entity, which is active on a stand-alone basis in the Italian mark et for DTT wholesale access. Persidera 
holds the know-how, the staff, the assets, resources necessary and authorizations to perform its activities; Persidera’s has its own management; all current customer contracts for the supply of dig ital broadcasting services are held by 
Persidera. Moreover, the divestment of  the Divestment Business would remove 
in full the overlap between Mediaset's and TIM's activities in the market for 
DTT wholesale access. 
(147)  Nonetheless, the Commission notes that currently there are few operational links 
between Persidera and TIM. These include  access to transmission sites. Indeed, 
Persidera owns a limited number of transmission sites (25). For the remaining number of sites it needs for its activities, Persidera relies to a limited extent on 
transmission sites controlled by TIM (around 60 sites)
103 and satisfies its access 
needs predominantly through contracts with  third party providers (RAI and EI 
Towers).104 
(148)  The Initial Commitments foresaw that th e contracts between Persidera and TIM 
would continue for the transitional period of […]. Considering that for certain 
supplies, the process of se lecting a new provider and switching may take longer 
than[…], the duration of the transitional period pursuant to the Initial Commitments does not seem  to be sufficient.  
(149)  Second, the Commission considers that the Divestment Business is viable. 
Persidera is indeed the largest provider of DTT wholesale access to independent 
TV channels with stable revenues.
105 In this regard, the Commission considers 
that, contrary to what a respondent to  the market investigation claimed, the 
increased "dependency" on Discovery, due  to the loss of Cairo as customer, 
does not affect Persidera' business viabi lity, but rather demonstrates that the 
only alternative solution to Persidera for an independent TV channel is to enter 
                                                 
103  See reply to request for information to TIM of 27 April 2017, dated 3 May 2017. 
104  In total Persidera has access to  about 1000 transmission sites. 
105  Reply to request for information of 15 May 2017, dated 17 May 2017.  
31 the DTT wholesale access market, which is  complex and costly and therefore an 
option not generally available to Persidera's customers. 
(150)  The Commission also considers that the vi ability of the Divestment Business is 
not likely to be affected by the refarmi ng of the 700 Mhz fre quencies, currently 
used for DTT broadcasting and to be allo cated to mobile telecommunications by 
2020. Indeed, this would only concern one of  Persidera's MUXes and is an event 
which will affect the whole Italian D TT wholesale access market and AGCOM 
has already stated that " the refarming of the 700 MHz band will necessarily 
involve the redefinition of the entire Italian radio and television system through 
the replanification of spect ral resources which could be used for the radio and 
television broadcasting services, be them offered on the UHF-IV / V band or on 
the VHF-III band ."106 In this context, it is not likely that Persidera will be 
prejudiced to a greater extent than its competitors.  
(151)  Third, the Commission considers that , by removing the overlap between 
Mediaset's and TIM's activities in the market for DTT wholesale access, the 
Initial Commitments would be effective as it would solve in a clear-cut manner 
all competition concerns id entified in Section 6.1.  
(152)  As regards those comments received in the market test in relation to possible 
competition concerns arising from the sale  of the Divestment Business to certain 
purchasers, the Commission considers that any risks in this regard is normally 
avoided in the purchaser approval process, where one of the elements that the Commission assesses is whether the purchaser is likely to create prima facie  
competition concerns. A clause in this re spect is also included in the Initial 
Commitments. 
7.4. Final Commitments 
7.4.1.  Description of the Final Commitments 
(153)  The Final Commitments are in all materi al respect identical  to the Initial 
Commitments with two exceptions: 
(i) Transitional period: 
a) The Divestment Business has been amended to extend the benefit 
of all current arrange ments under which TIM or  its subsidiaries 
supply products or serv ices to the Divestment Business until their 
current expiry date; 
b) With respect to access to transmission sites, Vivendi commits to 
procure that TIM will grant the purchaser an option to renew the 
contracts between INWIT and Persidera for […] after their current expiry date at the same term s and condition of the current 
contracts; 
                                                 
106  AGCOM, Decision n. 40/17/CONS: " il refarming della banda 700 MHz comporterà 
necessariamente la ridefinizione de ll’intero assetto del sistema radi otelevisivo italiano attraverso la 
ripianificazione delle risorse frequenziali utilizzabili per il servizio di radiodiffusione, siano esse in 
banda UHF-IV/V che in banda VHF-III ." 
32 (ii) Review clause: the review clause has been amended and it states that, […], 
the Commission may wave or substitute one, more or all of the undertakings in the Final Commitment.
107 In other words, […]  
7.4.2.  Commission's assessment of the Final Commitments 
(154)  The Commission considers that the amendments to the Initial Commitments 
fully address the shortcomings of the Initial Commitments with respect to the duration of the transitional period, in particular with respect to access to 
transmission sites. 
(155)  With particular regard to the renewa l of the contracts between INWIT and 
Persidera, the Commission considers that the extended duration of this 
contractual relationship will not hamper the principle of independence of the purchaser. This is because, within that timeframe, an important re-planification of DTT networks will have to be undertak en to take into account the refarming 
of the 700 MHz band. Therefore, a longer transition period with respect to the contracts for access to transmission sites w ill avoid that the purchaser will have 
to perform twice the same exercise, first to take into account the expiry of the contracts with INWIT and then to take into account of th e refarming of the 
700 MHz band. This double exercise coul d negatively affect the Divestment 
Business performance. 
(156)  Therefore, the Commission considers that  the Final Commitment, which are in 
all other respect identical to the Initia l Commitments, are capable of removing 
the serious doubts raised by the Tr ansaction in a clear-cut manner. 
7.5. Conclusion 
(157)  For the reasons outlined above, the Final Commitments entered into by the 
Notifying Party are sufficient to elim inate the serious doubts as to the 
compatibility of the Transaction with the internal market. 
(158)  Under the first sentence of the second subparagraph of Article 6(2) of the 
Merger Regulation, the Commission may a ttach to its decisions conditions and 
obligations intended to ensu re that the undert akings concerned comply with the 
commitments they have entered into vi s-à-vis the Commission with a view to 
rendering a notified concentration compatible with the internal market. 
(159)  The achievement of the measure that gives rise to the structural change of the 
market is a condition, whereas the impl ementing steps which are necessary to 
achieve this result are generally obligations on the Notifying Party. Where a condition is not fulfilled, the Commission' s decision declaring the concentration 
compatible with the internal market no longer stands. Where the undertakings 
concerned commit a breach of an oblig ation, the Commission may revoke the 
clearance decision in accord ance with Article 8(6) of the Merger Regulation. 
The undertakings concerned may also be subject to fines and periodic penalty 
payments under Articles 14(2) and 15(1) of the Merger Regulation. 
                                                 
107  In its contacts with the Notifying Party before  the presentation of the Final Commitments, the 
Commission Services had clarified that, based on the available information, […]. The text of the review clause in the Final Commitments should ther efore be read in the light of this preliminary 
assessment, which was not questioned by the Notifying Party. 
33 (160)  The commitments in paragraphs 2 and 5-7 of the Final Commitments constitute 
conditions attached to this decision, as only through full compliance therewith 
can the structural changes in the rele vant markets be achieved. The other 
commitments set out in the Final Commit ments constitute obligations, as they 
concern the implementing steps which are necessary to achieve the modifications sought in a manner comp atible with the internal market. 
8. C
ONCLUSION  
(161)  For the above reasons, the Commission has decided not to oppose the 
Transaction as modified by the Final Co mmitments 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 paragraphs 2 and 5-7 of the Final Commitments annexed to this deci sion and with the ob ligations contained 
in the other paragraphs of the Final Commitments. This  decision is  adopted in 
application of Article 6(1)(b) in conjunc tion with Article 6(2) of the Merger 
Regulation and Article 57 of the EEA Agreement. 
For the Commission 
(signed) 
Margrethe VESTAGER Member of the Commission 
 
    17/05/2017 
 
    
Case M. 8465 – VIVENDI / TELECOM ITALIA 
 
COMMITMENTS TO THE EUROPEAN COMMISSION 
 
Pursuant to Article 6(2) of Council Regulation (EC)  No 139/2004 (the “Merger Regulation”), Vivendi 
S.A. (“Vivendi” 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 
the acquisition of a  de facto  sole control by Vivendi over Telecom Italia S.p.A. (the “Concentration”) 
compatible with the internal market and the functioning of the EEA Agreement.  
 
This text shall be interpreted in light of the Co mmission’s decision pursuant to Article 6(1)(b) of the 
Merger Regulation of the Merger Regulation to declar e the Concentration 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 
Commission Notice on remedies acceptable under C ouncil Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (the “ Remedies Notice ”). 
 
Section A. Definitions 
 
1. For the purpose of the Commitments, the followi ng terms shall have the following meaning: 
 
Affiliated Undertakings : undertakings controlled by Vivendi and/or by the ultimate parent of 
Vivendi, whereby the notion of control shall be in terpreted pursuant to Article 3 of the Merger 
Regulation and in light of the Commission Cons olidated Jurisdictional Notice under Council 
Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the 
"Consolidated Jurisdictional Notice ").  
 
Assets: the assets that contribute to the current opera tion or are necessary to ensure the viability 
and competitiveness of the Divestment Business as indicated in Section B, paragraphs 5 and 6 (a), 
(b) and (c) and described more in detail in the Schedule.   
 
Closing : the transfer of the legal title to th e Divestment Business to the Purchaser. 
 
Closing Period : the period of [...] from the approval of the Purchaser and the terms of sale by the 
Commission.  
 
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 interest that impairs the Trustee's objectivity and 
independence in discharging its duties under the Commitments.   
Divestment Business : the business as defined in Section B and in the Schedule which the 
Notifying Party commits to divest.  
 
Divestiture Trustee : one or more natural or legal pe rson(s) who is/are approved by the 
Commission and appointed by Vivendi and who h as/have received from Vivendi the exclusive 
Non-Confidential Version  
2 Trustee Mandate to sell the Divestment Business, without prejudice to any rights of L’Espresso, to 
a Purchaser at no minimum price. 
  
Effective Date : the date of adoption of the Decision.  
 
First Divestiture Period : the period of [...] from the Effective Date.  
 
Hold Separate Manager : the person appointed by Telecom Ita lia for the Divestment Business to 
manage the day-to-day business under the s upervision of the Monitoring Trustee.  
 
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Divestment Business, as listed in the Schedul e, including the Hold Separate Manager.  
 
Mediaset Group:  Mediaset S.p.A. and the companies c ontrolled by Mediaset S.p.A whereby the 
notion of control shall be interpreted pursuant to Article 3 of the Merger Regulation and in light of 
the Consolidated Jurisdictional Notice.  
 
Monitoring Trustee : one or more natural or legal pe rson(s) who is/are approved by the 
Commission and appointed by Vivendi, and who has/have the duty to monitor Vivendi’s 
compliance with the conditions and oblig ations attached to the Decision. 
 
Parties:  the Notifying Party and the undertaking that  is the target of the concentration.  
 Personnel : all staff currently employed by the Divestment Business, including staff seconded to 
the Divestment Business, shared personnel as well as the additional personnel listed in the 
Schedule. 
 
Purchaser : the entity approved by the Commission as acquirer of the Divestment Business in 
accordance with the criteria set out in Section D. 
 
Purchaser Criteria : the criteria laid down in paragraph 18 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission. 
 
Schedule : the schedule to these Commitments describing more in detail the Divestment Business. 
 
TI or Telecom Italia:  Telecom Italia S.p.A. and the companies controlled by Telecom Italia 
S.p.A whereby the notion of control shall be in terpreted pursuant to Article 3 of the Merger 
Regulation and in light of the Consolidated Jurisdictional Notice. 
 Trustee(s) : the Monitoring Trustee and/or the Di vestiture Trustee as the case may be.   
 
Trustee Divestiture Period : the period of [...] from the end of the First Divestiture Period. 
 
Vivendi: Vivendi S.A., a company incorporated under the laws of France, with its registered 
office at 42, avenue de Friedland, 75380 Paris Cedex 08, France, incorporated under the Registrar 
of Companies of the Paris Commercial Court Co mpany under number 343 134 763 and all of the 
undertakings controlled by Vivendi S.A. pursuant to Article 3 of the Merger Regulation (EC) 
No 139/2004 notably Telecom Italia.   
Non-Confidential Version  
3 Section B. The commitment to divest and the Divestment Business 
 
 Commitment to divest 
 
2. In order to maintain effective competition, Vive ndi commits to procure the divestiture of the 
Divestment Business by the end of the Trustee Divestiture Period as a going concern to a 
purchaser and on terms of sale approved by th e Commission in accordance with the procedure 
described in paragraph 19 of these Commitments. To carry out the divestiture, Vivendi commits 
that Telecom Italia shall find a purchaser and sh all enter into a final binding sale and purchase 
agreement for the sale of the Div estment Business within the Firs t Divestiture Period. If Telecom 
Italia has not entered into such an agreement at  the end of the First Divestiture Period, Telecom 
Italia shall grant the Divestiture Trustee an excl usive mandate to sell the Divestment Business in 
accordance with the proced ure described in paragraph 31 in the Trustee Divestiture Period.  
 
3. Vivendi shall be deemed to have complied with this commitment if: 
 
 (a) by the end of the Trustee Divestiture Peri od, Telecom Italia or the Divestiture Trustee 
has entered into a final binding sale and purchase agreement and the Commission 
approves the proposed purchaser and the terms of sale as being consistent with the 
Commitments in accordance with the proce dure described in paragraph 19; and  
 
 (b) the Closing of the sale of the Divestment  Business to the Purch aser takes place within 
the Closing Period.  
 
4. In order to maintain the structural effect of the Commitments, the Notifying Party shall, for a 
period of 10 years after Closing, not acquire, whether directly or indirectly, the possibility of 
exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) over the 
whole or part of the Divestment Business, unless, following the submission of a reasoned request 
from the Notifying Party showing good cause a nd accompanied by a report from the Monitoring 
Trustee (as provided in paragraph 45 of these Commitments), the Commission finds that the 
structure of the market has changed to such an  extent that the absence of influence over the 
Divestment Business is no longer necessary to render  the proposed concentration compatible with 
the internal market. 
 
 Structure and definition of the Divestment Business 
 
5. The Divestment Business consists of TI’s entire shareholding interest in Persidera, a digital 
broadcast operator.  TI holds 70% of Persider a’s share capital, whereas L’Espresso Group owns 
30%.  Persidera has five digital multiplexers and provides DTT broadcasting, content preparation, 
play-out, over-the-top (OTT) deliv ery, connectivity and several other multimedia services to the 
main television editors that ope rate in the Italian market. 
 
6. The legal and functional structure of the Divestme nt Business as operated to date is described in 
the Schedule. The Divestment Business, described in more detail in the Schedule, includes all 
assets and staff that contribute to the current opera tion or are necessary to ensure the viability and 
competitiveness of the Divestment Business, in particular: 
 
 (a) all tangible and intangible assets (i ncluding intellectual property rights);  
 
Non-Confidential Version  
4  (b) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the Divestment Business;  
 (c) all contracts (including all current a rrangements under which TI or its Affiliated 
Undertakings supply products or services to the Divestment Business, as detailed in 
the Schedule, until their expiry date), leases,  commitments and customer orders of the 
Divestment Business; all customer, cred it and other records of the Divestment 
Business; and 
 (d) the Personnel.  
 
 
7. In addition, Vivendi commits to procure that, in  the final binding sale and purchase agreement TI 
or its Affiliated Undertakings will grant the purchase r an option for the renewal for extra [...] (after 
the expiry date), at the same terms and conditions currently afforded, of the agreements for hosting 
services for Persidera transmission equipment on INWIT transmission sites. 
 
8. Strict firewall procedures will be adopted so  as to ensure that an y competitively sensitive 
information related to, or arising from the suppl y arrangements between the Divestment Business, 
on the one hand, and TI or its Affiliated Undertak ings, on the other hand, (for example, product 
roadmaps) will not be shared with, or passed on to, anyone outside the relevant business 
unit/division providing the product/services operations.   
 
 Section C.  Related commitments 
 
 Preservation of viability, marketability and competitiveness 
 
9. From the Effective Date until Closing, the Notif ying Party shall procure the preservation of the 
economic viability, marketability and competitiveness  of the Divestment Business, in accordance 
with good business practice, and shall minimise as  far as possible any risk of loss of competitive 
potential of the Divestment Business. In particular Vivendi undertakes:   
(a) not to carry out any action that might have  a significant adverse impact on the value, 
management or competitiveness of the Divest ment Business or that might alter the 
nature and scope of activity, or the industria l or commercial strategy or the investment 
policy of the Divestment Business;  
 
(b) procure to make available sufficient resources for the development of the Divestment 
Business, on the basis and continua tion of the existing business plans; 
 
(c) procure that all reasonable steps are be ing taken, including appropriate incentive 
schemes (based on industry practice), to enc ourage all Key Personnel to remain with 
the Divestment Business, and not to solicit or move any Personnel to Vivendi’s or 
Telecom Italia’s remaining business. Where, nevertheless, individual members of the 
Key Personnel exceptionally leave the Divest ment Business, Vivendi shall provide a 
reasoned proposal to replace the person or persons concerned to the Commission and 
the Monitoring Trustee. Vivendi must be ab le to demonstrate to the Commission that 
the replacement is well suited to carry out the functions exercised by those individual 
members of the Key Personnel. The re placement shall take place under the 
supervision of the Monitoring Trustee, who shall report to the Commission. 
 
Non-Confidential Version  
5  Hold-separate obligations  
 
10. The Notifying Party commits, from the Effective Date until Closing, to keep the Divestment 
Business separate from the businesses it is retaini ng and to ensure that unless explicitly permitted 
under these Commitments: (i)  management and st aff of the businesses retained by Vivendi have 
no involvement in the Divestme nt Business; (ii) the Key Personnel and Personnel of the 
Divestment Business have no involvement in any business retained by Vivendi and do not report 
to any individual outside the Divestment Business. 
 
11. Until Closing, Vivendi shall assist the Monitori ng Trustee in ensuring that the Divestment 
Business is managed as a distinct and saleable  entity separate from the businesses which Vivendi 
is retaining. Immediately after the adoption of the Decision, Vivendi shall procure that Telecom 
Italia appoints a Hold Separate Manager. The Ho ld Separate Manager, who shall be one of the 
representatives of the Key Personnel, shall, without  prejudice to any rights of L’Espresso, manage 
and exercise Telecom Italia’s rights relating to the Divestment Business independently and in the 
best interest of the business with a view to ensuring its continued economic viability, marketability 
and competitiveness and its independence from the businesses retained by Vivendi . The Hold 
Separate Manager shall closely cooperate with and report to the Monitoring Trustee and, if 
applicable, the Divestiture Trustee. Any replace ment of the Hold Separate Manager shall be 
subject to the procedure laid down in paragr aph 9 (c) of these Commitments. The Commission 
may, after having heard Vivendi, require Vivendi to procure via Telecom Italia the replacement of 
the Hold Separate Manager.  
 
12. To ensure that the Divestment Business is he ld and managed as a separate entity, Vivendi will 
procure that the Monitoring Trustee exercise TI’s rights as shareholder in Persidera (except for its 
rights in respect of dividends that are due before  Closing), with the aim of acting in the best 
interest of the business, which shall be determin ed on a stand-alone basis, as an independent 
financial investor, and with a view to fulfillin g Vivendi’s obligations under the Commitments. 
Furthermore, the Monitoring Trustee shall have the power to replace members of the supervisory 
board or non-executive directors of the board of di rectors of Persidera, who have been appointed 
on behalf of TI. Upon request of the Monitoring Tr ustee, TI shall resign as a member of the boards 
or shall cause such members of the boards to resign. 
 
 Ring-fencing 
 
13. Vivendi shall implement, or procure to implement, all necessary measures to ensure that it does 
not, after the Effective Date, obtain any Confiden tial Information relating to the Divestment 
Business and that any such Conf idential Information obtained by Vivendi before the Effective 
Date will be eliminated and not be used by Vivendi. This includes measures vis-à-vis TI’s 
appointees on the supervisory board and/or board of  directors of the Divestment Business. In 
particular, the participation of the Divestment  Business in any central information technology 
network shall be severed to the extent possi ble, without compromising the viability of the 
Divestment Business. Vivendi may obtain or keep information relating to the Divestment Business 
which is reasonably necessary for th e divestiture of the Divestment  Business or the disclosure of 
which to Vivendi is required by law.  
 
Non-Confidential Version  
6  Non-solicitation clause 
 
14. The Parties undertake, subject to customary limitations, not to solicit, and to procure that 
Affiliated Undertakings do not solicit, the Key Pe rsonnel transferred with the Divestment Business 
for a period of [...] after Closing.  
 
 Due diligence 
 15. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment 
Business, Vivendi shall procure that Telecom Ital ia will, subject to customary confidentiality 
assurances and dependent on the stage of the divestiture process:    
(a) provide to potential purchasers sufficien t information as regards the Divestment 
Business;  
(b)  provide to potential purchasers sufficien t information relating to the Personnel and 
allow them reasonable access to the Personnel.  
 
 Reporting 
 16. Vivendi shall submit written reports in English on  potential purchasers of the Divestment Business 
and developments in the negotiations with su ch potential purchasers to the Commission and the 
Monitoring Trustee no later than 10 days after the end of every month following the Effective 
Date (or otherwise at the Commission’s request).  Vivendi shall submit a list of all potential 
purchasers having expressed interest in acquiring th e Divestment Business to the Commission at 
each and every stage of the divestiture process, as well as a copy of all the offers made by 
potential purchasers within five days of their receipt. 
 
17. Vivendi shall inform the Commission and the Mon itoring Trustee on the preparation of the data 
room documentation and the due diligence proce dure and shall submit a copy of any information 
memorandum to the Commission and the Monitoring  Trustee before sending the memorandum out 
to potential purchasers. 
  
Section D. The Purchaser 
 
18. In order to be approved by the Commission, th e Purchaser must fulfil the following criteria:  
 
(a) The Purchaser shall be independent of and unconnected to the Notifying Party and its 
Affiliated Undertakings (this being assessed ha ving regard to the situation following the 
divestiture);  
 
(b) The Purchaser shall have the financial resources,  proven expertise and incentive to maintain 
and develop the Divestment Business as a viable and active competitive force in 
competition with the Parties and other competitors;  
 
(c) The acquisition of the Divestment Business 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 r easonably be expected to obtain all necessary 
Non-Confidential Version  
7 approvals from the relevant regulatory author ities for the acquisition of the Divestment 
Business. 
 
19. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the 
divestment of the Divestment Business shall be  conditional on the Commission’s approval. When 
Telecom Italia has reached an agreement w ith a purchaser, Vivendi shall submit a fully 
documented and reasoned proposal, including a copy of  the final agreement(s), within one week to 
the Commission and the Monitoring Trustee. Vi vendi must be able to demonstrate to the 
Commission that the purchaser fulfils the Purchaser  Criteria and that the Divestment Business is 
being sold in a manner consistent with the Co mmission's Decision and the Commitments. For the 
approval, the Commission shall verify that the pur chaser fulfils the Purchaser Criteria and that the 
Divestment Business is being sold in a manner c onsistent with the Commitments including their 
objective to bring about a lasting structural change in the market. The Commission may approve 
the sale of the Divestment Business without one or  more Assets or parts of the Personnel, or by 
substituting one or more Assets or parts of the Pe rsonnel with one or more different assets or 
different personnel, if this does not affect th e viability and competitiveness of the Divestment 
Business after the sale, taking acc ount of the proposed purchaser. 
 
Section E. Trustee 
 
 I. Appointment procedure 
 
20. Vivendi shall appoint a Monitoring Trustee to  carry out the functions specified in these 
Commitments for a Monitoring Tr ustee. The Notifying Party commits not to exercise any voting 
rights or other influence over Persidera before the appointment of a Monitoring Trustee.  
 
21. If Telecom Italia has not entered into a bindi ng sale and purchase agreement regarding the 
Divestment Business one month before the end of the First Divestiture Period or if the 
Commission has rejected a purchaser proposed by Vive ndi at that time or thereafter, Vivendi shall 
appoint a Divestiture Trustee. The appointment of  the Divestiture Trustee shall take effect upon 
the commencement of the Trustee Divestiture Period.  
 
22. The Trustee shall:  
 
(i) at the time of appointment, be independent  of the Notifying Party and its Affiliated 
Undertakings;   
(ii) possess 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.  
 
23. The Trustee shall be remunerated by the Notifyi ng Party in a way that does not impede the 
independent and effective fulfilmen t of its mandate. In particular, where the remuneration package 
of a Divestiture Trustee includes a success prem ium linked to the final sale value of the 
Divestment Business, such success premium may only be earned if the divestiture takes place 
within the Trustee Divestiture Period.  
 
Non-Confidential Version  
8   Proposal by Vivendi  
 
24. No later than two weeks after the Effective Date , Vivendi shall submit the name or names of one 
or more natural or legal persons  whom Vivendi proposes to appoint as the Monitoring Trustee to 
the Commission for approval. No later than one month before the end of the First Divestiture 
Period or on request by the Commission, Vivendi sh all submit a list of one or more persons whom 
Vivendi proposes to appoint as Divestiture Trust ee to the Commission for approval. The proposal 
shall contain sufficient information for the Comm ission to verify that the person or persons 
proposed as Trustee fulfil the requirements set  out in paragraph 22 and shall include:  
 
(a) the full terms of the proposed mandate, wh ich shall include all provisions necessary to 
enable the Trustee to fulfil its duties under these Commitments;  
 
(b) the outline of a work plan which describ es how the Trustee intends to carry out its 
assigned tasks;  
 
(c)  an indication whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different trustees are proposed for the two functions. 
   Approval or rejection by the Commission  
 
25. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to 
approve the proposed mandate subject to any modi fications it deems necessary for the Trustee to 
fulfil its obligations. If only one na me is approved, Vivendi shall appoint or cause to be appointed 
the person or persons concerned as Trustee, in  accordance with the mandate approved by the 
Commission. If more than one name is approved, Vi vendi shall be free to choose the Trustee to be 
appointed from among the names approved. The Trustee shall be appointed within one week of the 
Commission’s approval, in accordance with the mandate approved by the Commission. 
 
  New proposal by Vivendi  
 26. If all the proposed Trustees are rejected, Vivendi shall submit the names of at least two more 
natural or legal persons within one  week of being informed of th e rejection, in accordance with 
paragraphs 20 and 25 of these Commitments.  
   Trustee nominated by the Commission  
 
27. If all further proposed Trustees are rejected by  the Commission, the Commission shall nominate a 
Trustee, whom Vivendi shall appoint, or cause to be appointed, in accordance with a trustee 
mandate approved by the Commission. 
 
 
 II. Functions of the Trustee 
 28. The Trustee shall assume its specified duties and ob ligations in order to ensure compliance with 
the Commitments. The Commission may, on its own initiative or at the request of the Trustee or 
Vivendi, give any orders or instructions to the Trustee in order to ensure compliance with the 
conditions and obligations attached to the Decision.   
 
Non-Confidential Version  
9   Duties and obligations of the Monitoring Trustee 
 
29. 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 ob ligations and conditions attached to the 
Decision.  
 
(ii) oversee, in close co-operation with the Hold  Separate Manager, the on-going management 
of the Divestment Business with a view to  ensuring its continued economic viability, 
marketability and competitiveness and monitor compliance by Vivendi with the conditions 
and obligations attached to the Decision. To  that end the Monitoring Trustee shall:  
 
  (a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Busi ness, and the keeping separate of the 
Divestment Business from the business reta ined by Vivendi, in accordance with 
paragraphs 9 and 10 of these Commitments; 
 
  (b) supervise the management of the Dive stment Business as a distinct and saleable 
entity, in accordance with paragraph 11 of these Commitments;  
 
  (c) with respect to Confidential Information: 
 
− determine all necessary measures to ensu re that Vivendi does not after the 
Effective Date obtain any Confidential Information relating to the 
Divestment Business,  
− in particular strive for the severing of  the Divestment Business’ participation 
in a central information technology netw ork to the extent possible, without 
compromising the viability of the Divestment Business,  
− make sure that any Confidential Information relating to the Divestment 
Business obtained by Vivendi before the Effective Date is eliminated and 
will not be used by Vivendi and  
− decide whether such information may be disclosed to or kept by Vivendi as 
the disclosure is reasonably necessary to allow Vivendi to carry out the 
divestiture or as the disclosure is required by law;  
 
  (d) monitor the splitting of assets and the allocation of Personnel between the 
Divestment Business and Vivendi or Affiliated Undertakings;  
 (iii) propose to Vivendi such measures as the Monitoring Trustee considers necessary to 
ensure Vivendi’s compliance with the conditions  and obligations attached to the Decision, 
in particular the maintenance of the full economic viability, marketability or 
competitiveness of the Divestment Business, the holding separate of the Divestment 
Business and the non-disclosure of co mpetitively sensitive information; 
 
(iv) review and assess potential purchasers as well as the progress of the divestiture process 
and verify that, dependent on the stage of the divestiture process: 
   (a) potential purchasers receive sufficient and correct information relating to the 
Divestment Business and the Personnel in par ticular by reviewing, if available, the 
Non-Confidential Version  
10 data room documentation, the informa tion memorandum and the due diligence 
process, and  
 
  (b) potential purchasers are granted reasonable access to the Personnel;  
(v) act as a contact point for any requests by third parties, in particular potential purchasers, in 
relation to the Commitments; 
 
(vi) provide to the Commission, sending Vivendi a non-confidential copy at the same time, a 
written report within 15 days after the end of  every month that shall cover the operation 
and management of the Divestment Busi ness as well as the splitting of assets and the 
allocation of Personnel so that the Commission can assess whether the business is held in 
a manner consistent with the Commitments and the progress of the divestiture process as 
well as potential purchasers;  
 
(vii) promptly report in writing to the Commission, sending Vivendi a non-confidential copy at 
the same time, if it concludes on reasonable grou nds that Vivendi is failing to comply with 
these Commitments; 
 
(viii) within one week after receipt of the documented proposal referred to in paragraph 19 of 
these Commitments, submit to the Commission, sending Vivendi a non-confidential copy 
at the same time, a reasoned opinion as to the suitability and independence of the 
proposed purchaser and the viability of the Di vestment Business after the Sale and as to 
whether the Divestment Busin ess is sold in a manner consis tent with the conditions and 
obligations attached to the Decision, in par ticular, if relevant, whether the Sale of the 
Divestment Business without one or more Assets or not all of the Personnel affects the 
viability of the Divestment Business after the sale, taking account of the proposed 
purchaser; 
 (ix) assume the other functions assigned to the Mo nitoring Trustee under the conditions and 
obligations attached to the Decision. 
 
30. If the Monitoring and Divestiture Trustee are not th e same legal or natural persons, the Monitoring 
Trustee and the Divestiture Trustee shall coopera te closely with each other during and for the 
purpose of the preparation of the Trustee Divestiture Period in order to facilitate each other's tasks. 
 
  Duties and obligations of the Divestiture Trustee 
 31. Within the Trustee Divestiture Period, the Div estiture Trustee shall, without prejudice to any 
rights of L’Espresso, sell at no minimum price the Divestment Business to a purchaser, provided 
that the Commission has approved both the purch aser and the final binding sale and purchase 
agreement (and ancillary agreements) as in line with the Commission's Decision and the 
Commitments in accordance with paragraphs 18 and 19 of these Commitments. The Divestiture 
Trustee shall include in the sale and purchase agr eement (as well as in any ancillary agreements) 
such terms and conditions as it considers appropriate for an e xpedient sale in the Trustee 
Divestiture Period. In particular, the Divestitu re Trustee may include in the sale and purchase 
agreement such customary representations a nd warranties and indemnities as are reasonably 
required to effect the sale. The Divestiture Trustee shall protect the legitimate financial interests of 
Vivendi, subject to the Notifying Party’s unconditional obligation to divest, without prejudice to 
any rights of L’Espresso, at no minimum pric e in the Trustee Divestiture Period.  
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11  
32. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture 
Trustee shall provide the Commission with a comprehensive monthly report written in English on 
the progress of the divestiture process. Such reports shall be submitted within 15 days after the end 
of every month with a simultaneous copy to  the Monitoring Trustee and a non-confidential  copy to 
the Notifying Party. 
 III. Duties and obligations of the Parties 
 33. Vivendi shall procure that Telecom Italia will pr ovide and shall cause its advisors to provide the 
Trustee with all such co-operation, assistance and information as the Trustee may reasonably 
require to perform its tasks. The Trustee shall have full and complete access to the Divestment 
Business’ books, records, documents, management  or other personnel, facilities, sites and 
technical information necessary for fulfilling its duties under the Commitments and the 
Divestment Business shall provide the Truste e upon request with copies of any document. 
Telecom Italia and the Divestment Business sha ll make available to the Trustee one or more 
offices on their premises and shall be available for meetings in order to provide the Trustee with 
all information necessary for the performance of its tasks. 
 
34. Vivendi shall procure that Telecom Italia will provide the Monitoring Trustee with all managerial 
and administrative support that it may reasonably request on behalf of the management of the 
Divestment Business. This shall include all administrative support functions relating to the 
Divestment Business which are currently carried ou t at headquarters level. Vivendi shall procure 
that Telecom Italia shall provide and shall cause its  advisors to provide the Monitoring Trustee, on 
request, with the information submitted to potential purchasers, in particular give the Monitoring 
Trustee access to the data room documentation and all other information granted to potential 
purchasers in the due diligence procedure. Vivendi shall procure that Telecom Italia will inform 
the Monitoring Trustee on possible purchasers, subm it lists of potential purchasers at each stage of 
the selection process, including the offers made by  potential purchasers at those stages, and keep 
the Monitoring Trustee informed of all de velopments in the divestiture process.  
 
35. Vivendi shall grant or procure Affiliated Undertak ings to grant comprehensive powers of attorney, 
duly executed, to the Divestiture Trustee to eff ect the sale (including ancillary agreements), the 
Closing and all actions and decl arations which the Divestiture Trustee considers necessary or 
appropriate to achieve the sale a nd the Closing, including the appointment of advisors to assist 
with the sale process. Upon request of the Dives titure Trustee, Vivendi shall cause the documents 
required for effecting the sale and the Closing to be duly executed. 
 
36. Vivendi shall indemnify the 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 Vivendi for, any liabilities arising out of the performance of the Trustee’s 
duties under the Commitments, except to the exte nt that such liabilities result from the wilful 
default, recklessness, gross negligence or bad fa ith of the Trustee, its employees, agents or 
advisors. 
 
37. At the expense of Vivendi, the Trustee may appoint advisors (in particular for corporate finance or 
legal advice), subject to Vivendi’s approval (thi s approval not to be unreasonably withheld or 
delayed) if the Trustee considers the appointment of such advisors necessary or appropriate for the 
performance of its duties and obligations under the Mandate, provided that any fees and other 
expenses incurred by the Trustee are reasonable. Should Vivendi refuse to approve the advisors 
proposed by the Trustee the Commission may approve  the appointment of such advisors instead, 
Non-Confidential Version  
12 after having heard Vivendi. Only the Trustee shall be  entitled to issue instructions to the advisors. 
Paragraph 36 of these Commitments shall apply mutatis mutandis . In the Trustee Divestiture 
Period, the Divestiture Trustee may use adviso rs who served Vivendi during the Divestiture 
Period if the Divestiture Trustee considers this in the best interest of an expedient sale. 
 
38. Vivendi agrees that the Commission may share Conf idential Information proprietary to Vivendi 
with the Trustee. The Trustee shall not disclose such information and the principles contained in 
Article 17 (1) and (2) of the Merger Regulation apply mutatis mutandis .  
 
39. The Notifying Party agrees that the contact details  of the Monitoring Trustee are published on the 
website of the Commission's Directorate-General fo r Competition and they shall inform interested 
third parties, in particular any potential purchasers,  of the identity and the tasks of the Monitoring 
Trustee. 
 
40. For a period of 10 years from the Effective Da te the Commission may request all information 
from the Parties that is reasonably necessary to  monitor the effective implementation of these 
Commitments. 
 
 IV. Replacement, discharge and reappointment of the Trustee 
 
41. If the Trustee ceases to perform its functions unde r the Commitments or for any other good cause, 
including the exposure of the Trustee to a Conflict of Interest:  
 
(a) the Commission may, after hearing the Trustee and Vivendi, require Vivendi to replace the 
Trustee; or  
 
(b) Vivendi may, with the prior approval of the Commission, replace the Trustee.  
 
42. If the Trustee is removed according to paragra ph 41 of these Commitments, the Trustee may be 
required to continue in its function until a new Trustee is in place to whom the Trustee has 
effected a full hand over of all relevant inform ation. The new Trustee shall be appointed in 
accordance with the procedure referred to in  paragraphs 20-27 of these Commitments.  
 
43. Unless removed according to paragraph 41 of these Commitments, the Trustee shall cease to act as 
Trustee only after the Commission has discharged it from its duties after all the Commitments 
with which the Trustee has been entrusted ha ve been implemented. However, the Commission 
may at any time require the reappointment of th e Monitoring Trustee if it subsequently appears 
that the relevant remedies might not have been fully and properly implemented. 
 
Section F. The review clause 
 44. The Commission may extend the time periods for eseen in the Commitments in response to a 
request from Vivendi or, in appropriate cases, on its own initiative. Where Vivendi requests an 
extension of a time period, it shall submit a reas oned 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 excep tional circumstances shall Vivendi be entitled to 
request an extension within the last month of any period.  
 
Non-Confidential Version  
13 45. The Commission may further, in response to a reasoned request from the Notifying Party showing 
good cause waive, modify or substitute, in excep tional circumstances, one or more of the 
undertakings in these Commitments. Moreover, th e Commission may, in response to a reasoned 
request from the Notifying Party, waive or substitute  one, more or all of the undertakings in these 
Commitments, [...] This request shall be accomp anied 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  
 
46. The Commitments shall take effect upon the date of adoption of the Decision. 
 
 
 
duly authorised for and on behalf of Vivendi  
 
  
Non-Confidential Version  
14 SCHEDULE 
 
1. The Divestment Business as operated to date  has the following legal and functional 
structure:   
 
The Divestment Business consists of Telecom Italia ’s 70% shareholding interest in Persidera S.p.A. 
 
On December 1, 2014 Rete A S.p.A. was merged  by incorporation into Telecom Italia Media 
Broadcasting S.r.l., which had cha nged its name in Persidera S.p.A. (“Persidera”). Effective from 
September 30, 2015, Telecom Italia Media, the co mpany directly holding 70% shares of Persidera, 
was merged by incorporation into Telecom Italia S.p.A.   
Therefore, currently Telecom Italia S.p.A. owns 70% share in Persidera. The remaining 30% share 
capital is held by Gruppo Editoriale L’Espresso.  
 
Organizational chart (as of 26 April 2017): 
 
 
Timb2 S.r.l. has been created in 2014 but is not currently active.  
 
Please also note that, on April 11, 2017 the merger fo r incorporation of Beigua S.r.l. in Persidera has 
been approved by the shareholders meetings of both Beigua and Persidera. Closing is currently 
envisaged in the third quarter of 2017.  
 Persidera also holds some minority participations  in the following consortia, dealing with the 
management of transmission sites: 
 
• Consorzio emittenti Radio Televisive – C.E.R.T.  
• Consorzio Antenna Monte Conero 
• Consorzio Colle Maddalena  
• Consorzio Puglia Basilicata e Molise S.r.l.  
• Consorzio Antenna Colbuccaro 
• Consorzio Antenna Tolentino 
 
  


Non-Confidential Version  
16 Business Management: assigned to [...], for the development of  the portfolio of services, commercial 
management of clients, revenue assurance and mana gement of the supply chain, linking with the 
relevant divisions of Telecom Italia. 
 Administration, Finance & Control: assigned to [...], for ensuring the management of the 
administrative/accounting processes, fiscal and financ ial activities, management control, linking with 
the relevant divisions of Telecom Italia. 
 
Legal & Regulatory: assigned to [...], for legal support, commercial contracts, regulatory issues, 
representation of the company.   
  
2. In accordance with paragraphs 5 and 6 of these Commitments, the Divestment Business 
includes, but is not limited to: 
 
a. the following main tangible  and intangible assets:  
 
Persidera’s network consists of three main parts: 
 
- Network Assets; 
 
- Head End; 
 
- Network Operations Centre (“NOC”). 
 
i. Network Assets 
 The Network Assets consists of transmission sites,  a national fibre backbone, a regional contribution 
network, an international gateway of interconnection and a satellite hub. 
 
Transmission Sites : The network includes around 1.000 antenna  sites with digital television 
equipment for the 5 DVB-T multiplexers. Persider a owns around 25 sites and has the contractual 
rights to use the remaining ones whereas the equipmen t is owned by Persidera. All sites are equipped 
with satellite receivers, radiolink and fully redundant  transmission equipment; the most important sites 
are also equipped with business continuity and on site spare parts. More than 500 sites are equipped 
with telemetry devices.  
National Fiber Backbone : Persidera’s high capacity fibre optic backbone consists of  a new generation 
high-capacity network which supports a variety of transmission signals, and has been designed to 
guarantee maintenance of service under any circumstances. 
 
Contribution : Persidera implemented a national backbone  network using IP / SDH (Synchronous 
Digital Hierarchy) radiolinks. Through this Na tional radiolink network all regional centers are 
supplied with MUX signals. Persidera’s IP/Radiolin k Contributions are new generation wired/wireless 
network for national contributions.   
Persidera can count also on a contribution fiber optic network which interconnects regional Points-of-
Presence to Rome. The contribution network uses technology and service level agreement of the 
highest standard and in line with Telecom Italia’s optical network. 
 
Non-Confidential Version  
17 International Gateway of Interconnection : Using optical interconnections with TI Sparkle Network, 
Persidera can provide high capacity connectivity to hubs in London (Arqiva) and Milano Caldera. 
International gateways are able to handle any kind of TV signal (IP, ASI, SDI, HD SDI even 
uncompressed) and deliver it to the ultimate client all over the world.  
Satellite Hub : Persidera’s satellite hub, based in Rome, allo ws a point-to-point and point-to-multipoint 
distribution of audio/video signals in live or on demand mode, both in DVB–S and DVB-S2 standard. 
The hub is used both for broadcasting (as backup) and for contribution purposes. 
 
ii. Head End 
 
Persidera’s IP based head end handles all contribut ion signal formats (ASI, SDI, IP, etc.) preparing 
them for all distribution platforms (DTT, satellite  and web) through the same infrastructure. 
Persidera head end infrastructure is based in Rome, Via della Pineta Sacchetti 229 and currently 
manages 7 multiple transport streams: 
 
- 4 Dvb-T MUXes SFN at 22.4 Mbps and 1 Dvb-T MUX SFN at 24.9 Mbps; 
 
- 3 satellite transponders, respectiv ely at 54, 17 and 12 MHz. 
 
iii. Network Operations Centre 
 
Based in Rome, Persidera’s NOC is in charge of  all configuration, management and real-time 
monitoring of terrestrial and satellite broadcasting network.  
 
The NOC provides first-level support for trouble-shoo ting and represents the single contact point for 
all TIMB’s external customers and for all tec hnical problems faced by the network operator with 
minimal manual intervention. 
 
b. the following main licences, permits and authorisations:   
 
Persidera has a general authorization for TV broa dcasting in DTT on a national basis, according to 
article 25 of legislative decree no. 259/2003 (the  “Communications Code”) and article 15 of the 
TUSMAR. 
On 28 June 2012, following the analogue switch-off,  Telecom Italia Media Broadcasting S.r.l. and 
Rete A were assigned by MISE digital frequency rights  for a 20-year duration, till the end of 2032, for 
the operation respectively of 3 and 2 DVB-T multiple xers on a Single Frequency Network basis. In 
particular: 
 
- Persidera is assignee of frequency rights as a result of some Determine Direttoriali of 
the Ministry of Economic Development (reference no. DGSCER/Div. III/53913 of 
June 28, 2012, as amended by reference no. DGSCER DIR/51843 of August 6, 2013 
and reference no. DGSCER DIR/58122 of September 26, 2013 for National MUX 
TIMB1, TIMB2 and TIMB3; 
 
- Effective from December 1st 2014, Persidera has merged by incorporation its fully 
controlled subsidiary Rete A S.p.A., a nati onal digital terrestrial network operator 
assignee of frequency rights as result of some  Ministry of Economic Development’s 
Determine Direttoriali (reference no. DGS CER/Div. III/53916 of June 28, 2012, as 
amended by reference no. DGSCER/Div. III/25593 of April 9, 2013 for National 


Non-Confidential Version  
20 (ii) Contracts with [...]   
 
[...] 
 
d. the following customer,  credit and other records:   
 
A list of Persidera’s customers is provided below: [...] 
 
According to Persidera’s Annual Report 2015, as of  31 December 2015 it had commercial credits for 
about EUR [...]; commercial debts vis-à-vis third parties amounted to about EUR [...]. 
 
e. the following Personnel:   
 
As of 26 April 2017, Persid era has [...] employees.  
 
f. the following Key Personnel:  
 For Persidera’s key personnel, see above the informati on on the managers at the head of each division 
of Persidera. 
 
3. The Divestment Business shall not include:  
 
Not applicable.  
 
4. If there is any asset or personnel which is not be covered by paragraph 2 of this Schedule 
but which is both used (exclusively or not) in the Divestment Business and necessary for 
the continued viability and competitiveness of the Divestment Business, that asset or 
adequate substitute will be offered to potential purchasers. 
 
Not applicable to Vivendi’s knowledge.