Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,  BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 30.04.2020 
C(2020)  2978 final       
PUBLIC VERSION 
 
To the notifying part ies 
Subject : Case M.9604 – NENT/Telenor/JV  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 23 March 2020, the European Com mission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Nordic 
Entertainment Group AB (“NENT”, Sweden) and Telenor ASA (“Telenor”, 
Norway) acquire within the meaning of Articles 3(1)(b) and 3(4) of the Merger 
Regulation joint control of the joint venture (“JV”, Sweden) (the “Transaction”).3 
NENT and Telenor are designated hereinafter as the “Notifying Parties” and each 
individually as “Notifying Party”. The Notifying Parties together with the JV are 
designated hereinafter as the “Parties”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (“TFEU”) has introduced certain changes, such as the replacement of 
“Community” by “Union” and “common market” by “internal market”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 ( the “EEA Agreement”).  2020/C 108/04  
3  Publication in the Official Journal of the European Union No C 108 , 1.4.2020, p. 4. 

 
 
2 1. THE PARTIES  
(2) NENT provides TV distribution services and TV channels in Norway, Sweden, 
Denmark and Finland. NENT also creates, produces and distributes TV shows, 
commercials, feature films and branded content. In Swe den, NENT also provides 
broadband internet services on open fibre networks. Outside the Nordic region,4 
NENT operates production companies in other European countries and sells 
content to customers worldwide.  
(3) Telenor provides mobile and fixed telecommunications services and TV 
distribution services in Norway, Sweden, Denmark and Finland. Outside the 
EEA, Telenor provides mobile telecommunications services in Asia. Telenor’s 
subsidiary Telenor Satellite AS ("Telenor Sa tellite") is active in the supply of 
satellite transponder capacity. Telenor’s largest shareholder is the Norwegian 
state.  
(4) The JV will be active in the provision of TV distribution services in Norway, 
Sweden, Denmark and Finland. NENT and Telenor will cont ribute to the JV their 
respective retail AV businesses i.e. the satellite and IPTV pay -TV operator and 
broadband provider of NENT, and the satellite pay TV operator of Telenor. 
2. THE OPERATION  
(5) On 22 October 2019, Nordic Entertainment Group Sweden Holding AB and 
Telenor Broadcast Holding AS entered into a Merger Agreement. At closing, 
NENT will contribute its Viasat Consumer business (“Viasat”) to the JV, which 
will be carved out of NENT prior to closing into a separate corporate structure 
("VCB Group") as par t of an internal reorganisation of NENT. Telenor will 
contribute its wholly owned subsidiary, Canal Digital AS (“Canal Digital”), to the 
JV. Following the closing, t he Notifying Parties will each hold 50% of the shares 
in the JV.  
3. THE CONCENTRATION  
3.1. Joint control  
(6) The Notifying Parties will each hold 50% of the shares in the JV and will each 
have the ability to exercise decisive influence over the JV. In particular, the Board 
of the JV will consist of six Board members ("Directors"), with each Notifying 
Party nominating three Directors. The Notifying Parties will share the right to 
nominate the Chairman of the Board, with the right alternating between the 
Notifying Parties on a yearly basis in conjunction with an annual shareholders 
meeting.5  
(7) Each Not ifying Party can require the replacement of any Director nominated by 
the other Notifying Party with a new Director. The appointment of the Chief 
                                                 
4  In the present Decision, the terms “Nordic region”, “Nordics” and “Nordic countries” refer to Norway, 
Sweden, Denmark and Finland.  
5  The Chairman shall not have a casting vote. The Notifying Party not nominating the Chairman of the 
Board that year will be entitled to nominate the Vice Chairman of the Board.  
 
 
3 Executive Officer ("CEO") and Chief Financial Officer ("CFO") must be 
approved by a minimum of two Directors f rom both of the Notifying Parties and 
either Notifying Party can request the removal of the CEO and CFO.  
(8) The annual budget and business plan (including any amendment, updating, 
supplementing or replacement of a business plan) requires approval from the 
Board of the JV, by a minimum of two Directors from both of the Notifying 
Parties.  
(9) Therefore, as a result of the Transaction, NENT and Telenor will jointly control 
the JV within the meaning of Article 3(1)(b) of the Merger Regulation.  
3.2. Full-functionality  
(10) The J V will be fully functional. First, the JV will employ its own management 
dedicated to its day -to-day operations. The JV will also have access to sufficient 
resources, including finance, staff and tangible and intangible assets that will 
enable it to operat e independently on the market for the retail supply of AV 
services, performing the functions normally carried out by undertakings operating 
on the same market.  
(11) Second, the JV will operate a TV distribution platform as a fully independent 
company with its own personnel (sales and marketing, customer service, technical 
and content negotiation and purchasing teams). Its market -facing activities will 
include the retail supply of AV services via satellite in each of Norway, Sweden, 
Finland and Denmark, and via I PTV in Sweden and Norway. The JV will have its 
own access to, and presence on, the market, and its activities are not limited to the 
distribution or sale of its parent companies' products.6  
(12) Third, the JV will be active as an autonomous economic entity and all 
relationships with the Notifying Parties and their affiliates (including, but not 
limited to, agreements concerning NENT's content and channels and Telenor's 
satellite transponder capacity) will be at arm's length on the basis of normal 
commercial con ditions. Moreover, the vast majority of the JV's turnover will be 
achieved through relationships with third parties.  
(13) Finally, the JV is intended to operate on a lasting basis. The Merger Agreement 
does not provide for finite duration of the JV and the Tra nsaction therefore brings 
about a lasting change in the structure of the undertakings concerned.   
(14) Therefore, the Transaction will lead to the creation of a full -function joint venture 
within the meaning of Article 3(4) of the Merger Regulation.  
4. EU DIMENSI ON 
(15) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million (NENT: EUR 1 420 million; Telenor: 
                                                 
6  In addition to NENT, for example, the JV will acquire content from the ma in providers of TV channels 
and content for retail distribution in each of Norway, Sweden, Denmark and Finland. It follows that the JV 
will be engaged in activities beyond one specific function for the parents.  
 
 
4 EUR 11 437  million; combined: EUR 12 857 million).7 Each of them has an 
EU-wide turnover in excess of EUR 250 mill ion (NENT: EUR […]; Telenor: 
EUR […]), but they do not achieve more than t wo-thirds of their aggregate 
EU-wide turnover within one and the same Member State. The notified operation 
therefore has an EU dimension.  
5. RELEVANT MARKETS  
5.1. Introduction 
(16) The Transacti on relates to the two lower levels of  the AV value chain, namely 
(i) the wholesale supply of TV channels  where NENT is active and will post -
Transaction remain independently active; and (ii) the retail supply of AV services  
to end customers where the JV will be active but also Telenor will remain active 
through technologies other than satellite,8 and NENT will remain active with its 
OTT offer.  
(17) In addition, the Transaction relates to the market for the supply of satellite 
transponder capacity where Telenor Satellite is active as a supplier and Telenor’s 
Canal Digital and NENT’s Viasat are customers.  
5.2. Structure of the value chain  
(18) In previous cases, the Commission set out the different levels of the TV value 
chain as follows: ( i) the (upstream) markets for the production and the licensing 
of AV content, (ii) the (intermediate) market for the wholesale supply of TV 
channels, and (iii) the (downstream) market for the retail supply of TV services.9 
The market investigation10 confirm ed that this three -layer classification remains 
accurate with regard to AV content.11 
5.3. Wholesale supply of TV channels  
(19) TV broadcasters package the AV content and broadcasting rights for AV content 
that they have produced in- house or acquired into linear TV c hannels, which are 
supplied to retail suppliers of AV services, and then broadcast to end users either 
on a FTA basis or on a pay TV basis. Ancillary services have gradually been 
associated to TV channels in order to complement the TV offering and enhance 
the viewer experience of traditional linear TV channels.  
                                                 
7  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
8  Telenor will remain active through (i) cable and IPTV in Norway and Sweden, and (ii) cable, IPTV and 
OTT in Finland. It will not remain active in Denmark.  
9  Commission decisions of 12 November 2019 in case M.9064 –  Telia Company/Bonnier broadcasting 
Holding, recital 113; of 6 February 2018 in case M.8665 - Discovery/Scripps, recital 12.  
10  With regard to market definition, given that markets participants were asked the same set of questions for 
Norway, Sweden, Finland  and Denmark, respondents active across the Nordics may have given several 
times the same responses to some questions. Therefore, for the purpose of analysing the results of the 
market investigation, the Commission set the following calculation rule: for e ach question, identical 
responses of a same respondent are counted once.  
11  Responses to questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and 
Denmark, and to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and Denmark, question C.1.  
 
 
5 (20) The wholesale supply of TV channels is an intermediate layer between the 
upstream production and licensing of content, and the downstream retail 
provision of AV services to end customers.  
5.3.1. Product market definition  
5.3.1.1. Previous Commission decisions  
(21) In its past decisional practice, the Commission identified a wholesale market for 
the supply of TV channels. Within that market, in certain decisions, the 
Commission further identified two separate product markets for (i) FTA TV 
channels, and (ii) pay TV channels.12 The Commission further stated that within 
the pay TV channels market, there could be different segments for (i) basic pay 
TV channels; and (ii) premium pay TV channels,13 for which end cust omers pay a 
premium in addition to their basic subscription fee. In other decisions, including 
its recent decision of 12 November 2019 in case M.9064 – Telia 
Company/Bonnier Broadcasting Holding, the Commission concluded that at the 
level of the wholesale supply of TV channels there were two separate product 
markets, one consisting of the wholesale supply of premium pay TV channels and 
one consisting of the wholesale supply of FTA and basic pay TV channels.14 
(22) In addition, in previous decisions incl uding its recent decision of 
12 Novem ber 2019 in case M.9064 – Telia Company/Bonnier Broadcasting 
Holding, the Commission considered that there was no need to draw a distinction 
between linear TV channels and their ancillary services, which are licensed by 
TV broadc asters to TV distributors along with, or in addition to those linear TV 
channels.15 
(23) Further, in previous decisions, the Commission examined a number of other 
potential additional segmentations, including genre or thematic content (such as 
sports, films, general entertainment, news, youth, and others), and ultimately left 
the market definition open in these regards.16 
(24) Last, in its recent decision of 12 November 2019 in case M.9064 – Telia 
Company/Bonnier Broadcasting Holding, the Commission considered that the  
market for wholesale supply of TV channels, and any other possible 
                                                 
12  See Commission decisions of 20 September 2013 in case M.6990 –  Vodafone/Kabel Deutschland, 
paragraph 41.  
13  Commission decisions of 6 November 2018 in case M.8785 – Disney/Fox, recital 77; of 15 June  2018 in 
case M.8861 –  Comcast/Sky, recital 50; of 6 February 2018 in case M.8665 - Discovery/Scripps, recitals 
19- 20; of 7 April 2017 in case M.8354 - Fox/Sky, recitals 80 - 81. 
14  Commission decisions of 12 November 2019 in case M.9064 – Telia Company/Bo nnier Broadcasting 
Holding, recital 157; of 24 February 2015 in case M.7194 - Liberty Global/Corelio/W&W/De Vijver 
Media, recitals 90 and 91.  
15  Commission decisions of 12 November 2019 in case M.9064 – Telia Company/Bonnier Broadcasting 
Holding, recital 1 63; of 24 February 2015 in case M.7194 - Liberty Global/Corelio/W&W/De Vijver 
Media, recital 94.  
16  Commission decisions of 7 April 2017 in case M.8354 – Fox/Sky, recital 82 -83; of 24 February 2015 in 
case M.7194 - Liberty Global/Corelio/W&W/De Vijver Medi a, recital 92; of 2 April 2003 in case M.2876 
- Newscorp/Telepiù, 2 April 2003, recital 76; of 18 July 2007 in case M.4504 - SFR/Télé 2 France, 
recitals 41 –42; of 26 August 2008 in case M.5121 -  News Corp/Premiere, recital 35; of 21 December 
2010 in case M.5932 - News Corp/BskyB, recital 81; of 10 October 2014 in case M.7000 - Liberty 
Global/Ziggo, recital 89.  
 
 
6 segmentation, should not be further segmented according to the type of 
infrastructure used for the delivery to the viewer (cable, satellite, terrestrial TV 
and IPTV).17 
5.3.1.2. The Notifying Partie s’ view  
(25) The Notifying Parties submit that the Transaction should be assessed on the basis 
of an overall market for wholesale supply of TV channels in all four geographies, 
and that any segmentation according to (i) pay and FTA TV channels, (ii) genre, 
(iii) distribution platform, or (iv) premium and basic pay TV channels would be 
inappropriate.18 
5.3.1.3. The Commission’s assessment  
(26) A majority of respondents to the market investigation across the four geographies 
indicated that it remains appropriate to segment the w holesale supply of TV 
channels (i) between FTA and  pay TV channels, and (ii) within pay TV channels 
between  basic and premium  TV channels continues to be appropriate.19 
However, a number of well -substantiated responses to the market investigation 
suggested that these segmentations are not clear -cut for the following reasons. 
(27) First, some respondents active across the Nordics indicated that, in the countries 
at stake, it might be relevant to consider FTA, basic pay and premium pay TV 
channels together. In that  respect, some indicated that these types of channels are 
substitutable from the supply side, given that (i) all TV broadcasters would be 
able to provide all types of TV channels (Telia),20 and (ii) they effectively 
compete with each other for the same cont ent as well as viewers' time, attention 
and spending (HBO Nordic),21 while others consider that they are interchangeable 
from the demand side, as many households switch from one to another when 
making content choices (The Walt Disney Company).22 
(28) Second, some  respondents considered that it would be more accurate to 
distinguish between the wholesale supply of (i) FTA and basic pay TV channels 
on the one hand and (ii) premium pay TV channels on the other hand. In that 
respect, the Swedish retail provider of AV s ervices Tele2 submitted that for FTA 
and basic pay TV channels, which have advertising as their main source of 
income, audience reach is the key variable, while for premium TV channels, 
which are usually advertising free, the key variable would rather be w illingness to 
pay.23 Discovery also considered that in Norway, Sweden and Finland, the 
                                                 
17  Commission decisions of 12 November 2019 in case M.9064 – Telia Company/Bonnier Broadcasting 
Holding, recital 162.  
18  Form CO, paragraphs 177 and 178. 
19  Responses to questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and 
Denmark, and to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and Denmark, questions C.2 and C.2.1.  
20  Telia's responses to questionnaires Q1, Q3 and Q7 to retail suppliers of AV services in Norway, Sweden 
and Denmark, and to questionnaire Q4 to TV broadcasters in Sweden, question C.2.1.  
21  HBO Nordic's responses to questionnaires Q1, Q3, Q5 and Q7 to retai l suppliers of AV services in 
Norway, Sweden, Finland and Denmark, question C.2.1.  
22  The Walt Disney Company's responses to questionnaires Q1 and Q3 to retail suppliers of AV services in 
Norway and Sweden, and to questionnaires Q2, Q4 and Q6 to TV broadca sters in Norway, Sweden and 
Finland, question C.2.1.  
23  Tele2's response to questionnaire Q3 to retail suppliers of AV services in Sweden, question C.2.3.  
 
 
7 division between FTA and basic pay TV (on one hand) and premium pay TV (on 
the other) is accurate.24 Indeed, for instance, in Norway, end users essentially 
need to subscri be to a basic TV package to receive FTA channels.25 
(29) Third, some respondents to the market investigation considered the distinction 
between basic pay TV channels, which are part of the basic cable or IPTV 
subscription, and premium pay TV channels, for which end customers pay a 
premium in addition to their basic subscription fee, to be blurred.26 In that respect, 
TV2 Norge submitted that several TV distributors are introducing point based 
optional packages, where subscribers may use points to select between a r ange of 
TV channels and services that include both traditional basic channels, and 
channels and services which have traditionally been regarded as "premium 
content".27 Notwithstanding this trend, ITV stressed that premium sports and 
"first run" films should  continue to be seen as complements rather than substitutes 
for pay TV, as they tend to be packaged within narrow genre -specific bundles, 
premium sports and films TV channels tend to be purchased "through" a basic 
subscription package, and their content is  not included in the subscription 
offerings of the OTT operators.28 
(30) Fourth, some market participants stressed the specificities of the Finnish and 
Danish markets. Indeed, in Finland there would be a limited offer of basic pay TV 
channels,29 in view of the na tional legislative framework, which prevents housing 
companies from collecting basic TV fees from households.30 In Denmark, there 
would be a minor offer of premium pay TV channels.31 
(31) In addition, the results of the market investigation indicated that the wholesale 
supply of pay TV channels could be further divided according to genre  
(e.g., films, sports, youth, general entertainment, news). Indeed, most respondents 
stressed that (i) distributors would seek to offer a variety of genres to end-
customers, and (i i) end customers would consider thematic channels of a given 
                                                 
24  Discovery's responses to questionnaire Q1 to retail suppliers of AV services in Norway, questions C.2.3 
and C.2.3.1; to questionnaire Q2 to TV broadcasters in Norway, questions C.2.3 and C.2.3.1; to 
questionnaire Q3 to retail suppliers of AV services in Sweden, question C.2.1; to questionnaire Q4 to TV 
broadcasters in Sweden, questions C.2.3 and C.2.1,  to questionnaire Q5 to retail suppliers of AV services 
in Finland, question C.2.1; to questionnaire Q6 to TV broadcasters in Finland, questions C.2.3 
and C.2.3.1.  
25  Discovery's responses to questionnaire Q1 to retail suppliers of AV services in Norway, question C.2.3.1, 
and to questionnaire Q2 to TV broadcasters in Norway, question C.2.3.1.  
26  ITV's responses to questionnaires Q1 and Q3 to retail suppliers of AV services in Norway and Sweden; 
RiksTV's response to questionnaires Q1 to retail suppliers of A V services in Norway; HBO Nordic's 
responses to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and Denmark; TV2 Norge's response to questionnaire Q1 to retail suppliers of AV services in 
Norway, question C.2. 1. 
27  TV2 Norge's response to questionnaire Q1 to retail suppliers of AV services in Norway, question C.2.1.  
28  ITV's responses to questionnaire Q1 and Q3 to retail suppliers of AV services in Norway and Sweden, 
question C.2.1.  
29  Telia's responses to ques tionnaire Q5 to retail suppliers of AV services in Finland, and to questionnaire 
Q6 to TV broadcasters in Finland, question C.2.1; Sanoma's response to questionnaire Q6 to TV 
broadcasters in Finland, question C.2.1.  
30  Sanoma's response to questionnaire Q6  to TV broadcasters in Finland, question C.2.1.  
31  TV2 Danmark's and Discovery's responses to questionnaire Q8 to TV broadcasters in Denmark, 
question  C.2.1.  
 
 
8 genre as a complement to thematic channels of a different genre. Channels of 
different genres would thus be complementary.32 
(32) With regard to a possible segmentation of TV channels depending on the 
infrastructure used for their transmission, the results of the market investigation 
did not provide reasons to conclude that different means of infrastructure used for 
the delivery to the viewer (cable, satellite, terrestrial TV and IPTV) could 
constitute different product markets. Indeed, nothing in the Commission's file 
indicated that the competitive conditions in the market for the wholesale supply of 
TV channels, and any possible segmentation, would be different according to the 
distribution technology and type of infrastructure used for the distribution of the 
TV channels. 
(33) With regard to a possible distinction between linear TV channels and their 
ancillary services, the results of the market investigation did not provide reasons 
to depart from the Commi ssion's previous approach. 
(34) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant product market is the market for the wholesale supply of 
TV channels, including their ancillary services and covering all types of 
infrastructure. The question whether this product market can be further segmented 
between (i) FTA and pay TV channels, and in turn whether pay TV channels can 
be further segmented between basic pay and premium pay TV channels, or 
(i) FTA and basic pay T V channels on the one hand, and  premium pay TV 
channels on the other hand could be left open, as the Transaction does not raise 
serious doubts as to its compatibility with the internal market or the functioning 
of the EEA Agreement under any plausible product market definition. The 
question whether this product market can be further segmented by genre 
(e.g., sports, films and series) could be left open, as the Transaction does not raise 
serious doubts as to its compatibility with the internal market or the  functioning 
of the EEA Agreement under any plausible product market definition.  
5.3.2. Geographic market definition  
5.3.2.1. Previous Commission decisions  
(35) In its past decisional practice, the Commission has previously considered that the 
market for wholesale supply of T V channels could be national,33 sub-national34 or 
potentially comprising a broader linguistically homogeneous area.35 In its recent 
decision of 12 November 2019 in case M.9064 – Telia Company/Bonnier 
                                                 
32  Responses to questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and  
Denmark, and to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and Denmark, questions C.3 and C.11.  
33  Commission decisions of 6 November 2018 in case M.8785 – Disney/Fox, recital 86; of 7 April 2017 in 
case M.8354 – Fox/Sky, recital 89; of 21 December 2011 in case M.6369 - HBO/Ziggo/HBO Nederland, 
recital 39; of 15 April 2013 in case M.6880 - Liberty Global/Virgin Media, recital 41; of 10 October 2014 
in case M.7000 - Liberty Global/Ziggo, recital 98.  
34  Com mission decisions of 7 April 2017 in case M.8354 – Fox/Sky, recital 89; of 24 February 2015 in case 
M.7194 - Liberty Global/Corelio/W&W/De Vijver Media, recital 108.  
35  Commission decisions of 7 April 2017 in case M.8354 –  Fox/Sky, recital 89; of 21 Decemb er 2010 in 
case M.5932 - News Corp/BskyB, recitals 86 –88; of 15 April 2013 in case M.6880 - Liberty 
Global/Virgin Media, recital 41.  
 
 
9 Broadcasting Holding, the Commission concluded that the market was national in 
scope.36 
5.3.2.2. The Notifying Parties’ view  
(36) The Notifying Parties submit that the market for wholesale supply of TV channels 
is national.37 
5.3.2.3. The Commission’s assessment  
(37) The results of the market investigation indicated that, despite being sometimes 
negotiated on a regional basis, that is to say, encompassing the Nordic region, the 
agreements between TV broadcasters and retail suppliers of AV services for the 
wholesale supply of TV channels are mainly negotiated on a national basis.38 
(38) In light of  the above, for the purpose of this Decision, the Commission concludes 
that the relevant geographic market for the wholesale supply of TV channels, and 
all its possible sub -segments, is national in scope.  
5.4. Retail supply of AV services  
(39) Retail providers of AV  services offer packages of linear AV services and/or non -
linear AV services to end customers. Such linear and non- linear AV services can 
be augmented with ancillary services, such as catch -up TV or TV everywhere.  
(40) The retail supply of AV services is the lo wer level in the AV value chain. Retail 
AV services can be delivered to end -users though a number of technical means 
including cable, satellite and IPTV. OTT players deliver channels and content in 
both a linear and non- linear fashion through the use of the open Internet.  
5.4.1. Product market definition  
5.4.1.1. Previous Commission decisions  
(41) In its past decisional practice, the Commission considered the retail supply of 
FTA TV and pay TV as separate markets, but ultimately left open the product 
market definition.39 The Co mmission also considered whether pay TV could be 
segmented further according to: (i) linear vs non -linear pay TV services;40 
                                                 
36  Commission decisions of 12 November 2019 in case M.9064 – Telia Company/Bonnier Broadcasting 
Holding, recital 169.  
37  Form CO, paragraph 213.  
38  Responses to questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and 
Denmark, and to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and Denmark, question D. 1. 
39  Commission decisions; of 6 November 2018 in case M.8785 - Disney/Fox, recital 98; of 8 October 2018 
in case M.8842 – Tele2/ComHem, recital 37; of 30 May 2018 in case M.7000 –  Liberty Global/Ziggo, 
recital 137; of 6 February 2018 in case M.8665 -  Discovery/Scripps, recital 33; of 7 April 2017 in case 
M.8354 – Fox/Sky, recital 101; of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV, 
recital 56; of 24 February 2015 in case M.7194 -  Liberty Global/Corel io/W&W/De Vijver Media, 
recital  152. 
40  Commission decisions of 18 July 2019 in case M.8864 - Vodafone/certain Liberty Global assets, 
recitals  79 and 83; of 6 November 2018 in case M.8785 - Disney/Fox, recital 98; of 8 October 2018 in 
case M.8842 – Tele2/ComHem, recital 37; of 15 June 2018 in case M. 8861 -  Comcast/Sky, recital 59; of 
30 May 2018 in case M.7000 –  Liberty Global/Ziggo, recital 137; of 6 February 2018 in case M.8665 -  
 
 
10 (ii) premium vs basic pay TV services.41 However, the Commission left open the 
market definition with regard to each of these potenti al sub -segments.  
(42) In addition, the Commission considered a possible segmentation of the market for 
the retail supply of AV services according to distribution technology (for 
example, cable, OTT, satellite, IPTV or terrestrial). In its decisions of 
12 Novemb er 2019 in case M.9064 – Telia Company/Bonnier Broadcasting 
Holding, and of 30 May 2018 in case M.7000 – Liberty Global/Ziggo, the 
Commission considered that all the different distribution technologies were part 
of the same product market,42 while leaving t he exact product market definition 
open in a number of other decisions.43 
(43) In Sweden, Finland, and Denmark retail suppliers of AV content can enter into 
either collective agreements (with landlords or housing cooperatives, the so- called 
multiple dwelling uni ts ("MDUs")) or individual agreements (with individual 
households, the so -called single dwelling units ("SDUs")). In SDUs the end 
customer typically chooses its own TV distributor and pays directly for its 
subscription. In MDUs, on the other hand, it is common to have a collective 
agreement between the landlord / housing association and a single TV distributor 
/ cable operator.  
(44) The Commission also previously considered whether retail TV services to SDUs 
and MDUs form part of the same product market but ulti mately left the market 
definition open.44 
5.4.1.2. The Notifying Parties’ view  
(45) The Notifying Parties submit that the Transaction should be assessed on the basis 
of an overall market for retail supply of TV channels in all four geographies, and 
that any segmentation  according to (i) the type of distribution platform, (ii) pay 
TV vs FTA TV services, (iii) basic pay and premium pay TV services, (iv) linear 
vs non- linear services, or (iv) SDUs vs MDUs.45 
                                                                                                                                                      
Discovery/Scripps, recital 32; of 7 April 2017 in case M.8354 – Fox/Sky, recitals 98 and 101; of 3 August 
2016 in case M.7978 –  Vodafone/Liberty Global/Dutch JV, recital 58; of 24 February 2015 in case 
M.7194 - Liberty Global/Corelio/W&W/De Vijver Media, recital 124.  
41  Commission decisions of 18 July 2019 in case M.8864 - Vodafone/certain Liberty Global assets, 
recitals  79 and 83; of 6 November 2018 in case M.8785 - Disney/Fox, recitals 94 and 98; of 15 June 2018 
in case M. 8861 - Comcast/Sky, recital 59. of 30 May 2018 in case M.7000 – Liberty Global/Ziggo, 
recitals 135 and 137; of 6 February 2018 in case M.8665 -  Discovery/Scripps, recital 33; of 7 April 2017 
in case M.8354 - Fox/Sky, recitals 100 -101; of 24 February 2015 in case M.7194 - Liberty 
Global/Corelio/W&W/De Vijver Media, recital 119.  
42  Commission decisions of 12 November 2019 in case M.9064 – Telia Comp any/Bonnier Broadcasting 
Holding, recital 200; of 30 May 2018 in case M.7000 – Liberty Global/Ziggo, recital 137. See also 
Commission decision of 21 December 2010 in case M.5932 - News Corp/BskyB, recital 105.  
43  Commission decisions of 18 July 2019 in cas e M.8864 -  Vodafone/certain Liberty Global assets, recitals 
80, 81 and 83; of 6 November 2018 in case M.8785 -  Disney/Fox, recital 98; of 8 October 2018 in case 
M.8842 – Tele2/ComHem, recital 37; of 6 February 2018 in case M.8665 -  Discovery/Scripps, recit al 33; 
of 7 April 2017 in case M.8354 –  Fox/Sky, recitals 99 and 101; of 3 August 2016 in case M.7978 – 
Vodafone/Liberty Global/Dutch JV, recital 62.  
44  Commission decisions of 6 November 2018 in case M.8785 - Disney/Fox, recital 98; of 8 October 2018 in 
case M.8842 – Tele2/ComHem, recital 37; of 20 September 2013 in case M.6990 – Vodafone/Kabel 
Deutschland, recitals 92 -96. 
45  Form CO, paragraphs 130 and 131.  
 
 
11 5.4.1.3. The Commission’s assessment  
(46) The results of the market investigatio n were mixed as regards the product market 
for the retail supply of AV services.  
(47) As regards a possible segmentation between FTA and pay AV services, some 
respondents considered that that the retail supply of FTA TV channels and the 
retail supply of pay TV channels form separate product markets as pay TV 
bundles tend to bought “through” a package which includes FTA TV. Other 
respondents stressed that FTA and pay TV channels are often bundled within the 
same packages, and should therefore be considered as par t of the same product 
market at retail level.46 
(48) As regards a possible segmentation between basic and premium pay AV 
services, some respondents considered that the retail supply of pay TV services 
should be further segmented between basic and premium pay AV services, as 
basic pay TV content tends to be of a “general entertainment” nature while 
premium content tends to be more niche or genre -specific (e.g., sports, films). 
Other respondents considered that these are alternative products, notably from the 
suppl y-side, and, as such, part of the same product markets.47 
(49) As regards a possible segmentation between linear and non- linear pay AV 
services, some respondents consider that the market for the retail supply of AV 
services should be further segmented between li near services (namely TV 
channels) and non- linear services, such as SVOD.48 In that respect, TV2 Norge 
stressed that between 2010 and 2018 in Norway, the number of pay TV 
households has been stable and reported pay TV revenue has grown, while 
several SVOD s ervices have been launched in the market. TV2 Norge added that 
around 90% of SVOD subscribers are also linear pay TV subscribers, and that 
there would be no sign of steep decline in the linear pay TV market (except for 
linear premium pay films and series p roducts), while the SVOD market is 
forecasted to grow.49 Other respondents, such as HBO Nordic,50 considered that 
linear and non- linear services are part of the same markets given that they all 
compete for consumers' attention and spending.51 
(50) As regards distr ibution technologies , a majority of respondents to the market 
investigation considered that the market for the retail supply of AV services 
should not be further segmented according to dis tribution forms, given that 
(i) retail suppliers typically use sever al platforms to deliver their services, 
                                                 
46  Responses to questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and 
Denmark, and to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and Denmark, question C.4.  
47  Responses to questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and 
Denmark, and to que stionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and Denmark, question C.5.  
48  SVOD stands for “Subscription Video On Demand”. A SVOD service consists of on -demand access to a 
catalogue of films, series, sports and/or other AV content for a subscription fee.  
49  TV2 Norge’s response to questionnaire Q1 to retail suppliers of AV services in Norway, question C.7.1.  
50  HBO Nordic’s response to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in 
Norway, Sweden, Finland and Denmark, questions C.6.1 and C.7.  
51  Responses to questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and 
Denmark, and to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Swe den, 
Finland and Denmark, question C.7.  
 
 
12 (ii) most households have access to different combinations distribution 
networks,52 and (iii)  end customers would mainly consider the different 
distribution forms as alternative to each other.53 
(51) As regards a possible segmentation between SDUs and MDUs , some respondents 
considered that the retail supply of AV services to SDUs and the retail supply to 
MDUs belong to distinct product markets notably given (i) differences in terms of 
pricing, (ii) con tract length, and (iii) breath of content. Other respondents simply 
considered that the distinction is not relevant or needed.54 
(52) In light of the above, the Commission considers that, for the purpose of this 
Decision, the relevant product at retail level is the market for the retail supply of 
AV services encompassing all distribution technologies. The question whether the 
retail supply of AV services should be further segmented between (i) FTA and 
pay AV services can be left open, as well as the question whet her in turn the retail 
supply of pay AV services should be segmented according to (ii) linear and non -
linear pay AV services, (iii) premium and basic pay AV services, and (iv) AV 
services to MDUs and SDUs, as the Transaction does not raise serious doubts as 
to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible product market definition.  
5.4.2. Geographic market definition  
5.4.2.1. Previous Commission decisions  
(53) In previous decisions, the Commission considered that the mar ket for the retail 
provision of TV services is either national, or limited to the geographic coverage 
of a supplier's cable network.55 In its recent decision of 12 November 2019 in 
case M.9064 – Telia Company/Bonnier Broadcasting Holding, the Commission 
concluded that the market was national in scope.56 
5.4.2.2. The Notifying Parties’ view  
(54) The Notifying Parties submit that the market for retail supply of AV services is 
national.57 
                                                 
52  Responses to questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and 
Denmark, and to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and De nmark, question C.9.  
53  Responses to questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and 
Denmark, and to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and Denmark, question C.10.  
54  Responses to questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and 
Denmark, and to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and Denmark, question C.12.  
55  Commission d ecisions of 6 November 2019 in case M.8785 - Disney/Fox, recital 100; of 6 February 2018 
in case M.8665 -  Discovery/Scripps, recital 21; of 15 June 2018 in case M. 8861 -  Comcast/Sky, recital 
63; of 7 April 2017 in case M.8354 - Fox/Sky, recital 106; of 24  February 2015 in case M.7194 - Liberty 
Global/Corelio/W&W/De Vijver Media, recital 139.  
56  Commission decisions of 12 November 2019 in case M.9064 – Telia Company/Bonnier Broadcasting 
Holding, recital 207.  
57  Form CO, paragraph 168.  
 
 
13 5.4.2.3. The Commission’s assessment  
(55) The results of the market investigation indicated that reta il suppliers of AV 
services mainly acquire license rights to distribute AV services at national level.58 
In addition, the market investigation in this case did not provide any new 
elements justifying a departure from Commission's previous decisional practic e. 
(56) In light of the above, for the purpose of this Decision, the Commission concludes 
that the relevant geographic market for the retail supply of AV services, and all its 
possible sub -segments, is national in scope.  
5.5. Retail supply of fixed internet access services  
5.5.1. Product market definition 
5.5.1.1. Previous Commission decisions  
(57) In recent cases, the Commission considered but ultimately left open possible 
segmentations according to (i) product type (distinguishing narrowband, 
broadband, and dedicated access), and (ii)  distribution technology (distinguishing 
xDSL, fibre, cable). Moreover, the Commission acknowledged that the retail 
market for fixed internet access services should not be divided according to 
download speed.59 
(58) The Commission has also considered possible se gmentations as to customer type, 
distinguishing between (i)  residential and small business customers, on the one 
hand, and larger business and public authorities, on the other hand;60 and 
(ii) MDUs such as housing associations or apartment buildings, and SD Us such as 
individual households.61 
5.5.1.2. Notifying Party’s view  
(59) In its initial submission, the Notifying Party submits that there is one overall 
product market for retail fixed internet access services.62 
                                                 
58  Responses to questi onnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and 
Denmark, and to questionnaires Q1, Q3, Q5 and Q7 to retail suppliers of AV services in Norway, Sweden, 
Finland and Denmark, question D.1.  
59 Commission decisions of 12 November 2019 in case M.9064 – Telia Company/Bonnier Broadcasting 
Holding, recital 218; Commission decision of 8 October 2018 in case M.8842 – Tele2/Com Hem, 
paragraph 26; of 3 August  2016 in case M.7978 – Vodafone/Liberty Global/Dutch JV, recital 38; of 
20 September  2013 in case M.6990 - Vodafone/Kabel Deutschland, recital 194.  
60 Commission decision of 8 October 2018 in case M.8842 - Tele2/Com Hem, paragraph 26; Commission 
decisions of 19 May 2015 in case M.7421 - Orange/Jazztel, recital 42; of 10 October 2014 in case M.7000 
- Liberty Global/Ziggo, recital 132; of 7  October  2016 in case M.8131 -  Tele2 Sverige/TDC Sverige, 
recital 32.  
61 Commission decisions of 12 November 2019 in case M.9064 – Telia Company/Bonnier Broadcasting 
Holding, recital 218; Commission decisions  of 19 May 2015 in case M.7421 - Orange/Jazztel, recital 42; 
of 10 October 2014 in case M.7000 - Liberty Global/Ziggo, recital 132; of 7  October  2016 in case M.8131 
- Tele2 Sverige/TDC Sverige, recital 32.  
62 Form CO, paragraph 562 and 563.  
 
 
14 5.5.1.3. Commission’s assessment  
(60) With regard to a possible segmenta tion of the market for the retail provision of 
fixed internet access services according to product and customer type or 
according to distribution technology (that is to say, xDSL, cable or fibre), the 
Commission considered that nothing in the Commission’s file provided reason to 
depart from its approach in previous cases.  
(61) In light of the foregoing, the Commission does not depart from its previous 
assessment, and concludes, for the purposes of this Decision, that the exact scope 
of the product market definit ion in relation to the provision of retail fixed internet 
access services can be left open, as the Transaction does not raise serious doubts 
as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible produc t market definition . 
5.5.2. Geographic market definition  
5.5.2.1. Previous Commission decisions  
(62) In its previous decisions, the Commission concluded that the retail market for the 
provision of fixed internet services was national in scope.63 
5.5.2.2. Notifying Party’s view  
(63) The Parti es submit that the relevant geographic market should be defined as 
national and not local or broader than national (i.e. Scandinavian or pan -
Nordic).64 
5.5.2.3. Commission’s assessment  
(64) The market investigation did not provide any indication that the Commission 
shoul d depart from its findings in previous cases, according to which the 
geographic market should be national.  
(65) In light of the foregoing, the Commission does not depart from its previous 
assessment, and concludes, for the purpose of this Decision, that the rel evant 
market for the provision of fixed internet services is national.  
5.6. Provision of satellite transponder capacity  
(66) Satellite transmission is used for the distribution of TV signals and provision of 
telecommunication services.65 
                                                 
63 Commission dec isions of 12 November 2019 in case M.9064 – Telia Company/Bonnier Broadcasting 
Holding, recital 239; Commission decisions of 8 October 2018 in cas e M.8842 –  Tele2/Com Hem; of 
29 June 2010 in case M.5532 –  Carphone Warehouse/Tiscali UK, recital 47; of 29 Ja nuary 2010 in case 
M.5730 - Telefonica/Hansenet, recital 28; of 20 September 2013 in case M.6990 -  Vodafone/Kabel 
Deutschland, recital 197; of 3  August 2016 in case M.7978 –  Vodafone/L iberty Global/Dutch JV, 
recital  40. 
64 Form CO, paragraph 562 and 563.  
65  The focus of the present Decision is on the provision of TV signals, as it is vertically related to the JV’s 
activities in the retail supply of AV services. For completeness, the telecommunication services that can 
be provided via satellite apart from bro adcasting are the following: (i) telephony, (ii) internet connectivity, 
(iii) private data circuits, (iv) mobility/data mobility services, (v) mobile backhaul and (vi) occasional use 
 
 
15 (67) Each satellite transmits sign als via a number of transponders and antennas 
(i.e. beams), which are typically tailored to a frequency band.66 The function of a 
satellite transponder is to receive the signal from the uplink, translate the signal in 
frequency and amplify the signal before  routing the signal to a downlink antenna. 
For the distribution of TV signals, the TV content is fed into an uplink antenna, 
which in turn is beamed up to a satellite; the signal is then beamed from the 
satellite down into the receiving customers’ dishes. Customers of such 
broadcasting services can either be TV broadcasters or TV (DTH) distributors.67 
The antennas on board the satellites used to emit the DTH signals are shaped to 
optimize the footprint to the desired geographical region and such shaping is 
frequency dependent. There are a number of different satellite frequency bands 
that are used for different applications, i.e. the C -band, X -band, Ku- band, Ka -
band, the Q -band, V -band and the W -band.68 
(68) In the Nordics, satellite customers have access to satellite transponder services 
offered by Telenor, via its subsidiary Telenor Satellite (“TS”), and SES ASTRA 
AB ("SES"), subsidiary of globally active SES ASTRA S.A. (“SES Group”). 
While TS provides satellite transponder capacity from four satellites (Tho r 5, 
Thor 6, Thor 7 and 10- 0269) located at the 1°W orbital position, SES provides its 
services from two satellites (Astra 4A and SES -5) located at the 5°E orbital 
position. Both operators’ satellites mainly carry Ku -bands and a limited number 
of Ka -bands, while SES’ satellites are also equipped with C -bands. 
5.6.1. Product market definition  
5.6.1.1. Previous Commission decisions  
(69) In its past decisional practice, the Commission identified a possible market for the 
provision of satellite transponder capacity used for distrib ution of TV signals and 
telecommunication services (e.g. telephony, data services).70 The Commission 
considered that such market may include the provision of uplink services 
(transmission to the satellite), encoding, and various other technical ground 
                                                                                                                                                      
(product where a broadcaster in need of contribution of a news story, a c oncert, a sport event –  lasting for 
shorter transmission periods (i.e. not 24/7/365) could purchase available satellite capacity on a minute -by-
minute basis). Notifying Parties’ reply to RFI 12, question 9(a).  
66  It is possible to introduce a degree of fre quency agility by carrying additional hardware in the satellite, but 
for cost reasons this occurs only exceptionally (Form CO, paragraph 1862).  
67  In addition, satellite operators may enter into a separate agreement with a cable operator to give the cable 
operator the right to use the satellite signals for cable feeding, subject to the cable operator having 
procured the required content rights. However, drop -off from satellites has generally become very rare in 
the Nordics, as contribution of TV channels is  normally conducted through fibre networks (Notifying 
Parties’ reply to RFI 9, question 9 and to RFI 12, question 6).  
68  Form CO, paragraphs 1849 -1870.  
69  10-02 is co -owned and operated by Intelsat. The 10- 02 satellite is primarily used for data transmissi on as 
[Confidential information relating to Telenor's satellite business, and details of confidential commercial 
arrangements between Telenor and Intelsat ] (Form CO, Table 31). In addition, Intelsat owns [Confidential 
information relating to Telenor's sate llite business, and details of confidential commercial arrangements 
between Telenor and Intelsat ] transponders on Thor 6 and leases capacity on [ Confidential information 
relating to Telenor's satellite business, and details of confidential commercial arran gements between 
Telenor and Intelsat ] transponders on Thor 5 and Thor 7 from TS, however, it does not currently sell any 
capacity in the Nordics (Notifying Parties’ reply to RFI 9, question 7).  
70  Commission decision of 17 December 2018 in case M.9152 – BC Partners/United Group, paragraph 11; 
Commission decision of 13 October 1999 in case M.1439 Telia / Telenor, recital 266.  
 
 
16 servi ces  for broadcasting. In the Commission’s most recent decision, the precise 
market definition was left open.71 
5.6.1.2. The Notifying Parties’ view  
(70) The Notifying Parties submit that the supply of satellite transponder capacity for 
broadcasting on the Ku- band and for telecommunication services are distinct 
product markets.72 They explain that the Ku- band is the specific frequency band 
in Europe used for broadcasting, while other frequency bands cannot readily be 
used for broadcasting. For instance, to use the Ka -band for broadcasting, which 
has in any case a higher signal attenuation, TS would have to launch a new Ka -
band satellite designed to deliver broadcasting services and replace customers’ 
antennas and set -top boxes. In contrast, telecommunication services are pr ovided 
via the Ku- band as well as the dedicated Ka-  and C -bands.  
(71) The Notifying Parties argue that the supply of satellite transponder capacity for 
broadcasting on the Ku- band at the orbital positions of 1°W and 5°E are distinct 
product markets.73 On the one hand, TV distributors cannot readily switch to the 
purchase of capacity from a satellite located at another orbital position due to 
prohibitively high switching costs.74 In particular, customers' satellite dishes are 
pointed towards a specific orbital pos ition such that a switch to another orbital 
position would involve dish turning. On the other hand, TV broadcasters currently 
require transmission over both 1°W and 5°E to reach all Nordic satellite 
customers, as TV -signals transmitted over 1˚W cannot be r eceived by household 
satellite dishes pointed to 5˚E and vice versa.75 
5.6.1.3. The Commission’s assessment  
(72) The market investigation conducted in the present case has not provided clear 
evidence with regard to the exact delineation of the product market definition. 
(73) As regards the question whether satellite transponder capacity used for 
broadcasting on the Ku- band and telecommunication services via all frequency 
bands constitute distinct product markets, the market investigation has not 
resulted in many meaningful re sponses and the received responses were not 
consistent.76 While one satellite operator in principle confirmed the Notifying 
Parties’ view, it also explained that “ large portion of the transponders can be 
used for various applications, i.e., it is not possible to fully distinguish between 
transponders for broadcasting versus other applications” .77 Nevertheless, this 
satellite operator also indicated that the type of the contracted frequency band (i.e. 
Ku-, Ka- or C-bands) is one of the main price determi ning factors.78 [Confidential 
                                                 
71  Commission decision of 17 December 2018 in case M.9152 – BC Partners/United Group, paragraph 13.  
72  Form CO, paragraphs 1870 and 1878.  
73  Form CO, paragraphs 1879 -1881.  
74  According to the Notifying Parties, in case of the Transaction, the migration of Viasat’s customers from 
SES (5°E) to TS (1°W) is a long -term decision which eliminates the duplication of costs, whereas a 
hypothetic al price increase of 5 -10% would not induce switching.  
75  Post-Transaction, once the dishes of all Nordic satellite customers are turned towards 1°W, broadcasters 
will no longer require transmission over 5°E.  
76  Responses to questionnaire Q9 to satellite customers and competitors, question B.3.  
77  SES’ non -confidential reply to RFI 1, question 4.  
78  SES’ non -confidential reply to RFI 2, question 2(c).  
 
 
17 strategic information relating to Telenor's satellite business ].79 In contrast, another 
satellite operator indicated that transponders are not dedicated to, or configured 
specifically for, one of these two services only.80 In par ticular, there seems to be 
some flexibility with regard to the use of the Ku- band for broadcasting and 
telecommunication purposes.81 
(74) As regards the question whether satellites at different orbital positions constitute 
distinct product markets, the market in vestigation has not fully confirmed the 
Notifying Parties’ arguments. While the majority of respondents confirmed that 
switching is a difficult, lengthy and costly process for TV distributors, which 
requires the repointing of customers’ satellite dishes, t hey also provided several 
past switching examples between satellite operators in Europe.82 With regard to 
TV broadcasters, respondents explained that some smaller channels only require 
distribution via one satellite platform and thus see suppliers at differ ent orbital 
positions as substitutes.83 However, neither TS nor SES indicated that the 
presence of a competing satellite operator at a different orbital position would be 
[…].84 At the same time, the Notifying Parties explained in a different context 
that satellite operators may grant discounted prices for switching customers as 
support for the migration costs.85 
(75) The Commission considers that, in any event, for the purposes of this decision, 
the exact product market definition with regard to the market for satellite 
transponder capacity can be left open. The question whether the supply of satellite 
transponder capacity should be further segmented between satellite transponder 
capacity used for  (i) broadcasting (via the Ku- band) and telecommunication 
services ( via all frequency bands) can be left open as well as the question whether 
the supply of satellite transponder capacity should be segmented between the 
provision from (ii) orbital position 1°W and orbital position 5°E, as the 
Transaction does not raise seri ous doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement under any plausible product 
market definition.  
5.6.2. Geographic market definition  
5.6.2.1. Previous Commission decisions  
(76) The Commission has previously concluded that the geographic scope of the 
market for satellite transponder capacity only encompassed the Nordic countries, 
and not the EEA as a whole.86 In the Commission’s most recent decision, the 
gathered information suggested that the market for the supply of satellite 
                                                 
79  Notifying Parties’ reply to RFI 9, question 4.  
80  Eutelsat’s responses to questionnaire Q9 to satellite  customers and competitors, question B.3.  
81  Notifying Parties’ reply to RFI 15, question 4; SES’ non -confidential reply to RFI 2, question 4(b).  
82  Responses to questionnaire Q9 to satellite customers and competitors, question B.2.  
83  Responses to questio nnaire Q9 to satellite customers and competitors, question B.1.  
84  Notifying Parties’ reply to RFI 9, question 4; SES’ non -confidential reply to RFI 2, question 2(c).  
85  Notifying Parties’ reply to RFI 9, question 15.  
86  Commission decision of 13 October 1999 in case M.1439 - Telia/Telenor, recital 284.  
 
 
18 transponder capacity is regional in scope, however, the precise market definition 
was left open.87  
5.6.2.2. The Notifying Parties’ view  
(77) The Notifying Parties consider that the geographic scope of the market for the 
supply of satellite transponder capacity would cor respond to the combined 
footprints of the respective satellites at an orbital position, taking into account the 
strength of the beam over a particular area and the number of dishes in that area 
pointed towards the satellites.88 Accordingly, the geographic m arket for the 
supply of satellite transponder capacity for broadcasting at the 1°W orbital 
position would be at least the Nordics, if not the Nordics and Central and Eastern 
Europe (“CEE”).89 
5.6.2.3. The Commission’s assessment  
(78) The results of the market investigat ion confirmed that it is relevant to look at 
satellites’ combined footprint from an orbital position (technical reach) and the 
location of the customer base (number of dishes pointed towards an orbital 
position). The results also confirmed the specific footprints of TS’ and SES’ 
satellites provided by the Notifying Parties.90 
(79) TS’ Ku -band transponders for broadcasting at the 1°W orbital position cover the 
Nordic and CEE region. In the former, TS supplies Canal Digital while it supplies 
customers in Czechia, H ungary, Romania and Slovakia in the latter. From the 
1°W orbital position, TS also covers the Middle East for data services. TS 
currently does not have any capacity dedicated to [ Confidential strategic 
information relating to Telenor's satellite business ].91 
(80) SES’ Ku -band transponders for broadcasting at the 5°E orbital position also cover 
the Nordic and CEE region. In the former, SES currently supplies Viasat while it  
supplies customers in Estonia, Latvia, Lithuania and Ukraine in the latter. In 
addition, f rom the 5°E orbital position, SES also covers the Middle East and Sub-
Saharan Africa for broadcasting, and the whole of Africa for telecommunication 
services.92 
(81) Both TS’ and SES’ satellites have a dedicated number of Nordic and European 
transponders for broadcasting. The Nordic beam covers the Nordic countries and 
the Baltics. The European beam covers a wider geographic area, including the 
                                                 
87  Commission decision of 17 December 2018 in case M.9152 – BC Partners/United Group, paragraph 17 
(“covering Central and Eastern Europe, or more broadly, encompassing Western, Central and Eastern 
Europe ”). 
88  Form CO, paragraph 1895.  
89  The CEE region covers the following countries in this context: Austria, Belarus, Bosnia and Herzegovina, 
Bulgaria, Croatia, Czechia, Estonia, Germany, Hungary, Latvia, Lithuania, Moldova, Montenegro, North 
Macedonia, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, Switzerland and Ukraine. All of these 
countries are covered by TS’ satellites at the 1°W orbital position and SES’ satellites at the 5°E orbital 
position.  
90  Responses to questionnaire Q9 to satellite customers and competitors, questions C.1 and C.2.  
91  Form CO, paragraph 1856.  
92  Responses to questionnaire Q9 to satellite customers and competitors, question C.2.  
 
 
19 Nordic countries as well as the CEE region where the signal strength93 is the 
highest. In addition, SES transmits broadca sting services via a Sub- Sahara 
African beam. Both satellite operators have wider beams for offering 
telecommunication services, which  also cover maritime areas around Europe, 
such as the Mediterranean See and parts of the Atlantic Ocean.94 
(82) Satellites have some built -in flexibility to adjust the broadcasting capacity per 
coverage area.95 One the one hand, capacity can be flexible between beams, 
i.e. the satellite operator can configure which beam a given transponder uses 
(transponder routing flexibility). On  the other hand, satellites may have flexible 
antenna deployment mechanisms which allow antennas to be moved by one 
(older satellites) or several (modern satellites) degrees (beam location flexibility), 
however, movement is limited by interference issues w ith neighbouring satellite 
operators. Satellite operators decide in the design phase of a satellite whether to 
include such flexibility on their satellite, with such flexibility having an impact on 
cost. Both TS and SES confirmed that their satellites at t he 1°W and 5°E orbital 
position [Confidential strategic information relating to Telenor's satellite 
business ].96  Hence, there is some supply -side substitutability between the 
transponders and/or beams typically used for different geographic regions.  
(83) The o verlapping footprints of TS’ and SES’ satellites from the 1°W and 5°E 
orbital position suggest a certain degree of homogeneity in the competitive 
conditions in the Nordic and CEE region. Nevertheless, despite TS’ and SES’ 
similar footprints, the supply structure may differ between the Nordic and CEE 
region depending on the presence of other competitors and the number of dishes 
pointed towards an orbital position. The latter determines how likely it is that TV 
broadcasters or TV distributors would switch bet ween orbital positions. The 
supply structure in the Middle East and Africa seems to be significantly different 
from the Nordic and CEE region.  
(84) In terms of pricing, neither TS nor SES indicated that customers’ geographic 
location is […] in the supply of sat ellite transponder capacity from the 1°W and 
5°E orbital positions.97  
(85) While the information gathered confirms the regional scope (Nordics, or Nordics 
and CEE region), the Commission considers that, in any event, for the purposes of 
this decision, the exact  geographic market definition with regard to the market for 
satellite transponder capacity and its possible sub -segments can be left open, as 
the Transaction does not raise serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement under any plausible 
geographic market definition.  
                                                 
93  For satellite footprints, different areas can be distinguished according to whether a given satell ite antenna 
emits the same power level (Equivalent Isotropic Radiated Power ("EIRP")). In such areas, viewers can 
enjoy the same availability of transmission if the same size antenna is used. Up to a certain lower signal 
strength, the DTH service is usable  but users either must accept lower service availability or deploy a 
larger antenna to compensate for the lower power lever emitted by the satellite. Form CO, 
paragraph  1858.  
94  Notifying Parties’ reply to RFI 15, question 5.  
95  Notifying Parties’ reply to  RFI 12, question 2(b).  
96  Notifying Parties’ reply to RFI 12, question 2(b); SES’ non -confidential reply to RFI 2, question 4(c).  
97  Notifying Parties’ reply to RFI 9, question 4; SES’ non -confidential reply to RFI 2, question 2(c).  
 
 
20 6. COMPETITIVE ASSESSMEN T 
6.1. Identification of affected markets  
6.1.1. Economic units with an independent power of decision  
6.1.1.1. Relationship between the Norwegian state and Telenor  
(86) Telenor’s largest shareholder is the Norwegian State, which has a 54.7% 
shareholding interest.98  
(87) Telenor submits that it is operated independently, and that the Norwegian State 
does not solely or jointly, exercise any positive or negative, de jure  or de facto, 
power over strategic decisions of Telenor for the following reasons.  
(88) First, the Norwegian State does not determine Telenor's strategic commercial 
decision making. While the Norwegian State accounts for a majority of votes at 
Telenor’s General Meetings, Telenor considers that certain provisions of the 
Norwegian Public Limited Liability Companies Act 1997 ("PLLCA") would limit 
the Norwegian State’s ability, as majority owner, to instruct Telenor in a manner 
inconsistent with its strategy or general activities.99 
(89) Second, strategic decisions of Telenor (such as approval of budget, business plan, 
major investments and appointment of senior management) are made by the 
Board of Directors of Telenor, [ Confidential information relating to internal 
Telenor decision making] . The Norwegian State has not appointed any 
representative on the Board. As a majority shareholder, the Norwegian State is 
represented with one out of four members on Telenor's Nomination Committee, 
which nominates shareholder representatives to Tel enor's Corporate Assembly 
and the Board, as well as the Nomination Committee itself.100 
(90) The Commission considers that, i n any event, it is not necessary for the 
Commission to reach a definitive conclusion on the independence of Telenor 
from the Norwegian Sta te as the Transaction does not raise serious doubts as to its 
compatibility with the internal market regardless of whether or not Telenor has an 
independent power of decision from the Norwegian state . 
6.1.1.2. Relationship between the Norwegian state and NRK  
(91) The public broadcaster NRK is fully owned by the Norwegian State.  
(92) Telenor submits that the Ministry of Culture holds a 100% shareholding interest 
in NRK, which is a tax- funded broadcaster. The Norwegian Broadcasting Act 
authorises NRK to engage in broadcast act ivities. NRK is obliged to offer public 
service broadcasting via radio, TV and the Internet to the entire population 
                                                 
98  The Ministry of Tra de, Industry and Fisheries (Nærings - og fiskeidepartementet) ("Ministry of Trade") 
holds the Norwegian State's 54.0% shareholding interest in Telenor. Form CO, paragraph 51.  
99  Section 5 -21 of the PLLCA indicates that a general meeting may not adopt any re solution which is suited 
to give unreasonable benefit at the expense of other shareholders or the company. (see FromCO, 
Annex  90). Telenor considers that [Confidential strategic views of Telenor in relation to the Norwegian 
State's ownership stake ]. Paragraph 60, Form CO.  
100  [Confidential strategic views of Telenor in relation to the Norwegian State's ownership stake ]. Form CO, 
paragraph 69.  
 
 
21 covering a broad range of content. NRK is active in the market for (i) the retail 
supply of AV services through RiksTV, a joint venture wit h TV2 and its own 
OTT streaming service; (ii) the wholesale supply of TV channels where NRK 
provides its channels to TV distributors.  
(93) The Commission considers that, i n any event, it is not necessary for the 
Commission to reach a definitive conclusion on the independence of NRK from 
the Norwegian state as the Transaction does not raise serious doubts as to its 
compatibility with the internal market regardless of whether or not Telenor has an 
independent power of decision from the Norwegian state.  
6.1.1.3. Conclusion  
(94) The Commission considers that the questions whether each of Telenor and NRK 
makes up a separate economic unit with an independent power of decision from 
the Norwegian State or whether they belong to the same economic unit can be left 
open as the Transactio n does not raise serious doubts as to its compatibility with 
the internal market regardless of the answer to these questions.101 
6.1.2. Affected markets in Norway, Sweden, Finland and Denmark  
(95) The Transaction gives rise to the following possible horizontally affecte d 
markets:102  
- in Norway: (i) the overall market for the retail supply of AV services 
(including or excluding non- linear OTT services), and any of the following 
possible sub- segments: (ii) the market for the retail supply of pay AV 
services (including or e xcluding non- linear OTT services), (iii) the market 
for the retail supply of basic pay AV services (including or excluding non-
linear OTT services), (iv) the market for the retail supply of premium pay 
AV services (including or excluding non- linear OTT ser vices), (v) the market 
for the retail supply of pay AV services for MDUs (including or excluding 
non-linear OTT services), (vi) the market for the retail supply of pay AV 
services for SDUs (including or excluding non- linear OTT services), (vii) the 
market for the retail supply of basic pay AV services to MDUs (including or 
excluding non- linear OTT services), (viii) the market for the retail supply of 
basic pay AV services to SDUs (including or excluding non- linear OTT 
services), (ix) the market for the reta il supply of premium pay AV services 
for MDUs (including or excluding non- linear OTT services), and (x) the 
market for the retail supply of premium pay AV services for SDUs 
(including or excluding non- linear OTT services);  
- in Sweden: (i) the overall mark et for the retail supply of AV services 
excluding non- linear OTT services, and any of the following possible sub -
segments: (ii) the market for the retail supply of pay AV services (including 
or excluding non- linear OTT services), (iii) the market for the retail supply of 
                                                 
101  See Section 6.3.3 for the Commission’s assessment of the competitive effects of the Transaction related to 
potential horizontal non -coordinated effects. See Section 6.4.2.1 for the Commission’s assessment of the 
competitive effects of the Transaction related to potential total or partial foreclosure of competing 
providers of retail AV services by limiting access  to NRK’s TV channels.  
102  In these possible markets, the Parties’ combined market share including NENT’s OTT service and 
Telenor’s retail AV services is above 20% by value in 2018.  
 
 
22 basic pay AV services (including or excluding non-linear OTT services), 
(iv) the market for the retail supply of premium pay AV services (including 
or excluding non- linear OTT services), (v) the market for the retail supply of 
pay AV servic es for MDUs, (vi) the market for the retail supply of pay AV 
services for SDUs (including or excluding non- linear OTT services);103 
(vii) the market for the retail supply of basic AV services for MDUs 
(including or excluding non- linear OTT services), (viii) the market for the 
retail supply of premium AV services for MDUs (including or excluding 
non-linear OTT services), (ix) the market for the retail supply of basic AV 
services for SDUs (including or excluding non- linear OTT services), (x) the 
market for the retail supply of premium AV services for SDUs (including or 
excluding non- linear OTT services).  
- in Finland: (i) the overall market for the retail supply of AV services 
excluding non- linear OTT services, and any of the following possible sub -
segments: (i i) the market for the retail supply of pay AV services (including 
or excluding non- linear OTT services), (iii) the market for the retail supply of 
basic pay AV services (including or excluding non-linear OTT services), 
(iv) the market for the retail supply  of pay AV services for MDUs (including 
or excluding non- linear OTT services), (v) the market for the retail supply of 
pay AV services for SDUs (including or excluding non- linear OTT services), 
(vi) the market for the retail supply of basic pay AV services  to MDUs 
(including or excluding non- linear OTT services), (vii) the market for the 
retail supply of basic pay AV services to SDUs (including or excluding non-
linear OTT services), (viii) the market for the retail supply of premium pay 
AV services to SDUs excluding non -linear OTT services;  
- in Denmark: (i) the market for the retail supply of basic AV services for 
SDUs; and (ii) the market for the retail supply of premium pay AV services 
for SDUs excluding non -linear OTT services.  
(96) The Transaction gives rise  to vertically affected markets as a result of (i) NENT’s 
activities in the upstream markets for wholesale supply of TV channels and the 
JV’s activities in the downstream markets for the retail supply of AV services in 
Norway, Sweden, Finland and Denmark; and (ii) Telenor’s activities in the 
upstream market for the provision of satellite transponder capacity and the JV’s 
activities in the downstream markets for the retail supply of AV services.  
(97) Furthermore, both Notifying Parties will remain independently a ctive in a number 
of the same markets as the JV, notably: (i) the retail supply of AV services in 
Norway, Sweden and Finland, and (ii) under the alternate scenario, in which 
Telenor and the Norwegian state are considered part of the same economic unit, 
the markets for the retail supply of AV services and the wholesale supply of TV 
channels in Norway. 
(98) Each of these potential effects is discussed in turn in the following sections. After 
setting out the market shares in the relevant markets and possible sub -segments 
(section 6.2), the Commission will first assess the potential horizontal non -
                                                 
103  As regards the possible market for the retail supply of AV services for  SDUs in Sweden, the Parties have 
presented shares including and excluding all revenue generated by dual analogue -digital cable subscribers. 
This possible market remains horizontally affected in both scenarios.  
 
 
23 coordinated effects stemming from the Transaction (section 6.3). Then the 
Commission will assess the potential non -horizontal effects stemming from the 
Transaction (section  6.4). Finally, the Commission will assess the potential 
cooperative effects of the Transaction (section 6.5).  
6.2. Market shares  
(99) According to the Horizontal  Merger Guidelines and the Non- Horizontal Merger 
Guidelines,104 in the assessment of the effects of a merg er, market shares 
constitute a useful first indication of the structure of the markets at stake and of 
the competitive importance of the relevant market players.  
6.2.1. TV value chain and fixed broadband services  
6.2.1.1. Norway  
(A) Wholesale supply of TV channels  
(100)  Table 1 , reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Norway 
(based on 2018 data) by share of viewing. NENT’s market share (based on 2018 
data) was respectively [5 -10]% for the wholesale supply of combined FTA/pay 
TV channels, and [10 -20]% for the wholesale supply of pay TV channels and 
[10-20]% for the wholesale supply of basic pay TV channels, and [20 -30]% for 
the wholesale supply of premium pay TV channels, and [20 -30]% for the 
wholesale supply of premium pay TV sports channels, and [30 -40]% for the 
wholesale supply of premium pay TV non- sports channels.  
Table 1: Market shares in 2018  
in the market for the wholesale supply of TV channels by sha re of viewing  
 Wholesale 
supply of 
FTA and 
pay-TV 
channels  Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
FTA and 
basic pay -
TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [5-10] [10-20] [5-10] [10-20] [20-30] [20-30] [30-40] 
TV2 
Norge  [20-30] [30-40] [20-30] [40-50] [70-80] [70-80] [50-60] 
Discovery  [10-20] [30-40] [10-20] [30-40]      -       -       -  
Others  [40-50] [10-20] [40-50] [10-20]      -       -       -  
Source: Form CO, Annex 68.  
(101)  Table 2 , reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Norway 
(based on 2018 data) by value . NENT’s market share in 2018 was respectively 
[10-20]% for the wholesale supply of pa y TV channels and [5 -10]% for the 
wholesale supply of basic pay TV channels, and [30 -40]% for the wholesale 
                                                 
104 Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelines"),  OJ C 31, 05.02.2004, 
paragraph  14; Guidelines on the assessment of non -horizontal mergers under the Council Regulation on 
the contr ol of concentrations  between undertakings  ("Non -Horizontal Merger Guidelines"), OJ C 265, 
18.10.2008, paragraph  24. 
 
 
24 supply of premium pay TV channels, and [40 -50]% for the wholesale supply of 
premium pay TV sports channels, and [20 -30]% for the wholesale supply of  
premium pay TV non- sports channels.  
Table 2: Market shares in 2018  
in the market for the wholesale supply of TV channels by value  
 Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT   [10-20]   [5-10]   [30-40]   [40-50]   [20-30]  
TV2 
Norge   [50-60]   [50-60]   [50-60]   [50-60]   [70-80]  
Discovery   [20-30]   [30-40]   -   -   -  
Others   [5-10]   [5-10]   [0-5]   [0-5]   -  
Source: Form CO, Annex 68.  
(B) Retail supply of AV services  
(102)  Table 3  reproduced below presents the market shares of the Parties in the market 
for the retail supply of AV services, and any possible sub- segment. The JV will 
hold a market share of [10- 20]% by value in the Norwegian market for the retail 
supply of AV services (based on 2018 data) and below 30% in all market 
segments except for the market for the supply of premium pay- TV retail AV 
services, excluding non -linear OTT providers and the market for the retail supply 
of premium AV services for SDUs, excluding non- linear OTT players. The 
Parties will hold a market share of [40- 50]% by value in the Norwegian market 
for the retail supply of AV services (based on 2018 data).  
Table 3: Market shares in 2018  
in the market for the retail supply of AV services by revenue  
 Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic 
pay-TV  Basic pay -
TV 
(excluding 
non- linear 
OTT 
providers)  Premium 
pay-TV  Premium 
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for 
MDUs  Pay-TV 
for 
SDUs  Pay-TV 
for MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for SDUs 
(excluding 
non- linear 
OTT)  
Canal 
Digital  [10-20] [10-20] [10-20] [10-20] [10-20] [20-30] [10-20] [10-20] [10-20] [20-30] 
Viasat  [0-5] [0-5] [0-5] [0-5] [5-10] [10-20] [0-5] [0-5] [0-5] [5-10] 
JV [10-20] [20-30] [10-20] [10-20] [20-30] [30-40] [10-20] [20-30] [10-20] [20-30] 
Telenor  [10-20] [20-30] [20-30] [20-30] [5-10] [10-20] [20-30] [10-20] [30-40] [10-20] 
Viaplay  [0-5] - [0-5] - [0-5] - [0-5] [0-5] - - 
Parties  [40-50] [40-50] [40-50] [40-50] [30-40] [40-50] [40-50] [40-50] [40-50] [40-50] 
Telia  [10-20] [10-20] [10-20] [10-20] [5-10] [5-10] [10-20] [10-20] [20-30] [10-20] 
RiksTV  [10-20] [10-20] [10-20[ [10-20] [0-5] [5-10] [5-10] [10-20] [5-10] [10-20] 
Non-
linear 
OTT 
(excluding 
Viaplay)  [10-20] - [0-5] - [30-40] - [10-20] [10-20] - - 
Others  [20-30] [20-30] [20-30] [20-30] [20-30] [30-40] [10-20] [20-30] [20-30] [20-30] 
Source: Form CO, Annex 12.  
 
 
25 (103)  Tables 4 and 5, reproduced below, shows the market shares of the JV and its main 
competitors in the market for the retail supply of AV services and possible sub-
segments by subscribers. The JV would have even a more limited market position 
with a market share of approxim ately [10-20]%. The Parties would have a 
combined market share of [ 20-30]%. 
Table 4: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Overall 
market  Overall 
market 
(excluding 
non- linear 
OTT 
providers)  Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic pay -
TV  Basic pay -
TV 
(excluding 
non- linear 
OTT 
providers)  
Canal Digital  [5-10] [10-20] [5-10] [10-20] [10-20] [10-20] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] 
Telenor  [10-20] [10-20] [10-20] [20-30] [20-30] [20-30] 
Viaplay  [5-10] - [5-10] - [10-20] - 
Parties  [20-30] [30-40] [20-30] [30-40] [40-50] [40-50] 
Telia  [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] 
RiksTV  [5-10] [5-10] [5-10] [5-10] [5-10] [10-20] 
Non-linear OTT 
(excluding Viaplay)  [30-40] -  [30-40] - [0-5] - 
Others  [20-30]  [40-50] [20-30] [30-40] [20-30] [20-30] 
Source: Form CO, Annex 12.  
(104)  The JV’s market position would not significantly differ in a market segment for 
the retail supply of premium pay AV services where it will have a combined 
market share of approximately [10 -20]% in the premium pay market segment 
excluding non- linear OTT ser vices, such as Netflix. The Parties’ combined 
market share will also be similar and of approximately [20 -30]%. 
Table 5: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Premium 
pay-TV  Premium  
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV for 
MDUs  Pay-TV for 
SDUs  Pay-TV for 
MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV for 
SDUs 
(excluding 
non- linear 
OTT)  
Canal Digital  [0-5] [10-20] [0-5] [10-20] [5-10] [20-30] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [5-10] [10-20] [0-5] [10-20] [5-10] [20-30] 
Telenor  [0-5] [5-10] [10-20] [5-10] [30-40] [10-20] 
Viaplay  [0-5] - [5-10] [5-10] - - 
Parties  [10-20] [20-30] [20-30] [20-30] [30-40] [30-40] 
Telia  [5-10] [5-10] [10-20] [5-10] [20-30] [10-20] 
RiksTV  [0-5] [0-5] [0-5] [5-10] [0-5] [10-20] 
Non-linear OTT 
(excluding 
Viaplay)  [50-60] - [30-40] [30-40] - - 
Others  [20-30] [60-70] [20-30] [20-30] [30-40] [30-40] 
Source: Form CO, Annex 12.  
 
 
26 (105)  Table 6  reproduced below presents the market shares of the Parties in the market 
for the retail supply of AV services, sub- segmenting the SDUs and MDUs market 
segment by basic and premium market segment by revenue. The JV will have a 
higher market position of [40 -50]% in the market for the retail supply of premium 
AV services for SDUs, excluding non- linear OTT players. The Parties will have a 
higher market position of [50 -60]% in the market for the retail supply of premium 
AV services for SDUs, excluding non- linea r OTT players.  
Table 6: Market shares in 2018  
in the market for the retail supply of AV services for MDUs and SDUs segmented by basic and 
premium by revenue  
  Pay-TV 
for MDUs 
(basic)  Pay-TV 
for SDUs 
(basic)  Pay-TV 
for 
MDUs 
(excl. 
non-
linear 
OTT) 
(basic)  Pay-TV 
for SDUs 
(excl. 
non-
linear 
OTT) 
(basic)  Pay-TV 
for MDUs 
(premium)  Pay-TV 
for SDUs 
(premium)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(premium)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(premium)  
Canal Digital  [10-20]% [10-20]% [10-20]% [20-30]% [5-10]% [10-20]% [10-20]% [20-30]% 
Viasat  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [0-5]% [10-20]% 
JV [10-20]% [20-30]% [10-20]% [20-30]% [5-10]% [20-30]% [10-20]% [40-50]% 
Telenor  [30-40]% [10-20]% [30-40]% [10-20]% [10-20]% [5-10]% [20-30]% [5-10]% 
Viaplay  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [50-60]% [40-50]% [50-60]% [40-50]% [20-30]% [30-40]% [30-40]% [50-60]% 
Telia/Get  [20-30]% [10-20]% [20-30]% [10-20]% [5-10]% [5-10]% [10-20]% [10-20]% 
RiksTV  [5-10]% [10-20]% [5-10]% [10-20]% [0-5]% [5-10]% [0-5]% [5-10]% 
Lyse/Altibox  [5-10]% [10-20]% [5-10]% [10-20]% [0-5]% [0-5]% [0-5]% [5-10]% 
Others  [10-20]% [10-20]% [5-10]% [10-20]% [60-70]% [40-50]% [30-40]% [20-30]% 
Source: RFI 16, Annex 1.  
 
 
27 (106)  Table 7  reproduced below presents the market shares of the Parties in the market 
for the retail supply of AV services, sub- segmenting the SDUs and MDUs market 
segment by basic and premium market segment by revenue. The JV will have a 
higher market position of [20 -30]% in the market for the retail supply of premium 
AV services for SDUs, excluding non- linear OTT players. The Parties will have a 
higher market position of [20 -30]% in the market for the retail supply of premium 
AV services for SDUs, excluding non- linea r OTT players.  
Table 7: Market shares in 2018  
in the market for the retail supply of AV services for MDUs and SDUs segmented by basic and 
premium by subscribers  
  Pay-TV for 
MDUs 
(basic)  Pay-TV for 
SDUs (basic)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(basic)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(basic)  Pay-TV 
for MDUs 
(premium)  Pay-TV 
for SDUs 
(premium)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(premium)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(premium)  
Canal Digital  [5-10]% [10-20]% [5-10]% [20-30]% [0-5]% [5-10]% [0-5]% [10-20]% 
Viasat  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% 
JV [5-10]% [20-30]% [5-10]% [20-30]% [0-5]% [5-10]% [0-5]% [20-30]% 
Telenor  [30-40]% [10-20]% [40-50]% [10-20]% [0-5]% [0-5]% [10-20]% [0-5]% 
NENT  [10-20]% [10-20]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [50-60]% [40-50]% [40-50]% [40-50]% [5-10]% [10-20]% [10-20]% [20-30]% 
Telia/Get  [20-30]% [10-20]% [20-30]% [10-20]% [5-10]% [0-5]% [10-20]% [5-10]% 
RiksTV  [0-5]% [10-20]% [0-5]% [10-20]% [0-5]% [0-5]% [0-5]% [0-5]% 
Lyse/Altibox  [5-10]% [10-20]% [10-20]% [10-20]% [0-5]% [0-5]% [0-5]% [0-5]% 
Others  [10-20]% [10-20]% [10-20]% [10-20]% [80-90]% [80-90]% [60-70]% [50-60]% 
Source: RFI 16, Annex 1.  
6.2.1.2. Sweden  
(A) Wholesale supply of TV channels  
(107)  Table 8, reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Sweden 
(based on 2018 data) by share of viewing. NENT’s market share (based on 2018 
data) was respectively [10-20]% for the wholesale supply of combined FTA/pay 
TV channels, and [ 20-30]% for the wholesale supply of pay TV channels and 
[10-20]% for the wholesale supply of basic pay TV channels, an [ 50-60]% for the 
wholesale supply of premium pay TV channels, and [50 -60]% for the wholesale 
supply of premium pay TV sports channels, and [50 -60]% for the wholesale 
supply of premium pay TV non- sports channels.  
 
 
28 Table 8: Market shares in 2 018 
in the market for the wholesale supply of TV channels by share of viewing  
 Wholesale 
supply of 
FTA and 
pay-TV 
channels  Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
FTA and 
basic pay -
TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [10-20] [20-30] [10-20] [10-20] [50-60] [50-60] [50-60] 
SVT  [30-40] - [30-40] [50-60] [40-50] [40-50] [40-50] 
Telia  [30-40] [40-50] [30-40] [50-60] - - - 
Discovery  [10-20] [20-30] [10-20] [20-30] - - - 
Others  [5-10] [10-20] [5-10] [5-10] [0-5] [0-5]  Source: Form CO, Annex 68.  
(108)  Table 9, reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Sweden 
(based on 2018 data) by value . NENT’s market share (based on 2018 data) was 
respectively [20-30]% for the wholesale supply of pay TV channels and [10 -20]% 
for the wholesale supply of basic pay TV channels, and [50 -60]% for the 
wholesale supply of premium pay TV channels, and [50 -60]% for the wholesale 
supply of premium pay TV sports channels, and [40 -50]% for the wholesale 
supply of premium pay TV non- sports channels.  
Table 9: Market shares in 2018  
in the market for the wholesale supply of TV channels by value  
 Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [20-30] [10-20] [50-60] [50-60] [40-50] 
Telia  [40-50] [40-50] [40-50] [40-50] [40-50] 
Discovery  [10-20] [20-30] - - - 
Others  [5-10] [10-20] [0-5] [0-5] [0-5] 
Source: Form CO, Annex 68.  
(B) Retail supply of AV services  
(109)  Table 10, reproduced below, presents the market shares of the Parties in the 
market for the retail supply of AV services, and any possible sub- segment. The 
JV will hold a market share of [20 -30]% by value in the Swedish market for the 
retail supply of AV services ( based on 2018 data) and below 30% in all market 
segments except for the market for the supply of premium pay- TV retail AV 
services, excluding non -linear OTT providers as well as market for the supply of 
pay-TV retail AV service, excluding non- linear OTT pr oviders as well as the 
supply of pay- TV retail premium AV services for SDUs, excluding non- linear 
OTT providers . The Parties will hold a market share of [30 -40]% by value in the 
Swedish market for the retail supply of AV services (based on 2018 data).  
 
 
29 Table 10: Market shares in 2018  
in the market for the retail supply of AV services by revenue  
 Pay-TV  Pay-TV 
(excludi
ng non-
linear 
OTT 
provider
s) Basic 
pay-TV  Basic 
pay-TV 
(excludi
ng non-
linear 
OTT 
provider
s) Premiu
m pay -
TV 
sector  Premiu
m pay -
TV 
(excludi
ng non-
linear 
OTT 
provider
s) Pay-TV 
for 
MDUs  Pay-TV 
for 
SDUs  Pay-TV 
for 
MDUs 
(excludi
ng non-
linear 
OTT 
provider
s) Pay-TV 
for 
SDUs 
(excludi
ng non-
linear 
OTT)  
Canal 
Digital  [10-20] [10-20] [10-20] [10-20] [5-10] [10-20] [10-20] [5-10] [10-20] [10-20] 
Viasat  [10-20] [10-20] [5-10] [10-20] [10-20] [20-30] [0-5] [10-20] [0-5] [10-20] 
JV [20-30] [30-40] [20-30] [20-30] [20-30] [30-40] [10-20] [20-30] [10-20] [30-40] 
Telenor  [5-10] [5-10] [10-20] [10-20] [0-5] [5-10] [10-20] [5-10] [10-20] [5-10] 
Viaplay  [0-5] - [5-10] - [0-5] - - [5-10] - - 
Parties  [30-40] [30-40] [30-40] [30-40] [20-30] [30-40] [20-30] [30-40] [20-30] [40-50] 
Tele2/ 
ComHe
m [20-30] [30-40] [30-40] [40-50] [20-30] [30-40] [40-50] [20-30] [40-50] [30-40] 
Telia  [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] 
Non-
linear 
OTT 
(excludin
g 
Viaplay)  [20-30] - [0-5] - [20-30] - - [20-30] - - 
Others  [5-10 [5-10] [0-5] [5-10] [5-10] [5-10] [10-20] [0-5] [10-20] [5-10] 
Source: Form CO, Annex 12.  
 
 
30 (110)  Tables 11 and 12, reproduced below, shows the market shares of the JV and its 
main competitors in the market for the retail supply of AV services and possible 
sub-segments by subscribers. The JV would have even a more limited market 
position with a market share of approxim ately [5-10]%. The Parties would have a 
combined market share of [10 -20]%. 
Table 11: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Overall 
market  Overall 
market 
(excluding 
non- linear 
OTT 
providers)  Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic pay -
TV  Basic pay -
TV 
(excluding 
non- linear 
OTT 
providers)  
Canal Digital  [0-5] [5-10] [0-5] [5-10] [0-5] [5-10] 
Viasat  [0-5] [5-10] [0-5] [5-10] [0-5] [0-5] 
JV [5-10] [10-20] [5-10] [10-20] [5-10] [5-10] 
Telenor  [5-10] [5-10] [5-10] [5-10] [10-20] [10-20] 
Viaplay  [0-5] - [0-5] - [5-10] - 
Parties  [10-20] [20-30] [10-20] [20-30] [20-30] [20-30] 
Tele2/ 
ComHem  [20-30] [40-50] [20-30] [40-50] [40-50] [40-50] 
Telia  [10-20] [20-30] [10-20] [20-30] [10-20] [10-20] 
Non-linear 
OTT 
(excluding 
Viaplay)  [30-40] - [30-40] - [5-10] - 
Others  [10-20] [10-20] [5-10] [10-20] [5-10] [10-20] 
Source: Form CO, Annex 12.  
(111)  The JV’s market position would not significantly differ in a market segment for 
the retail supply of premium pay AV services where it will have a combined 
market share of approximately [10 -20]% in the premium pay market segment 
excluding non- linear OTT ser vices, such as Netflix. The Parties’ combined 
market share will also be similar and of approximately [20 -30]%. 
Table 12: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Premium 
pay-TV  Premium pay -
TV (excluding 
non- linear 
OTT 
providers)  Pay-TV 
for 
MDUs  Pay-TV 
for 
SDUs  Pay-TV for 
MDUs 
(excluding non-
linear OTT 
providers)  Pay-TV for 
SDUs 
(excluding 
non- linear 
OTT)  
Canal Digital  [0-5] [5-10] [0-5] [0-5] [0-5] [5-10] 
Viasat  [0-5] [10-20] [0-5] [5-10] [0-5] [10-20] 
JV [5-10] [10-20] [0-5] [10-20] [0-5] [20-30]  
Telenor  [0-5] [0-5] [10-20] [0-5] [10-20] [5-10] 
Viaplay  [0-5] - - 5.9 - - 
Parties  [10-20] [20-30] [10-20] [10-20] [10-20] [20-30] 
Telia  [10-20] [30-40] [50-60] [10-20] [50-60] [30-40] 
RiksTV  [10-20] [20-30] [10-20] [5-10] [10-20] [20-30] 
Non-linear OTT 
(excluding Viaplay)  [50-60] - - [40-50] - - 
Others  [10-20] [20-30] [10-20] [5-10] [10-20] [10-20] 
Source: Form CO, Annex 12.  
 
 
31 (112)  Table 13 reproduced below presents the market shares of the Parties in the market 
for the retail supply of AV services, sub- segmenting the SDUs and MDUs market 
segment by basic and premium market segment by revenue. The JV will have a 
higher market position of [30 -40]% in the market for the retail supply of premium 
AV services for SDUs, excluding non- linear OTT players. The Parties will have a 
higher market position of [40 -50]% in the market for the retail supply of premium 
AV services for SDUs, excluding non- linea r OTT players.  
Table 13: Market shares in 2018  
in the market for the retail supply of AV services for MDUs and SDUs segmented by basic and 
premium by revenue  
  Pay-TV 
for 
MDUs 
(basic)  Pay-TV 
for SDUs 
(basic)  Pay-TV 
for 
MDUs 
(excl. 
non-
linear 
OTT) 
(basic)  Pay-TV 
for SDUs 
(excl. 
non-
linear 
OTT) 
(basic)  Pay-TV 
for MDUs 
(premium)  Pay-TV 
for SDUs 
(premium)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(premium)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(premium)  
Canal 
Digital  [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% [5-10]% [10-20]% [10-20]% 
Viasat  [0-5]% [10-20]% [0-5]% [10-20]% [0-5]% [10-20]% [0-5]% [20-30]% 
JV [10-20]% [20-30]% [10-20]% [20-30]% [10-20]% [20-30]% [10-20]% [30-40]% 
Telenor  [10-20]% [5-10]% [10-20]% [10-20]% [10-20]% [0-5]% [10-20]% [0-5]% 
Viaplay  [0-5]% [5-10]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [20-30]% [40-50]% [20-30]% [30-40]% [20-30]% [30-40]% [20-30]% [40-50]% 
Tele2/Com 
Hem  [30-40]% [30-40]% [30-40]% [40-50]% [40-50]% [20-30]% [40-50]% [30-40]% 
Telia  [10-20]% [10-20]% [10-20]% [10-20]% [20-30]% [5-10]% [20-30]% [10-20]% 
Others  [20-30]% [5-10]% [20-30]% [0-5]% [5-10]% [30-40]% [5-10]% [5-10]% 
Source: RFI 16, Annex 1.  
(113)  Table 14 reproduced below presents the market shares of the Parties in the market 
for the retail supply of AV services, sub- segmenting the SDUs and MDUs market 
segment by basic and premium market segment by subscribers. The JV will have 
a higher market position of  [20-30]% in the market for the retail supply of basic 
AV services for SDUs, excluding non- linear OTT players. The Parties will have a 
higher market position of [30 -40]% in the market for the retail supply of basic AV 
services for SDUs, excluding non- linea r OTT players.  
 
 
32 Table 14: Market shares in 2018  
in the market for the retail supply of AV services for MDUs and SDUs segmented by basic and 
premium by subscribers  
  Pay-TV 
for 
MDUs 
(basic)  Pay-TV for 
SDUs 
(basic)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(basic)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(basic)  Pay-TV 
for MDUs 
(premium)  Pay-TV 
for SDUs 
(premium)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(premium)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(premium)  
Canal Digital  [0-5]% [5-10]% [0-5]% [10-20]% [0-5]% [0-5]% [0-5]% [5-10]% 
Viasat  [0-5]% [5-10]% [0-5]% [10-20]% [0-5]% [5-10]% [0-5]% [10-20]% 
JV [0-5]% [10-20]% [0-5]% [20-30]% [0-5]% [5-10]% [0-5]% [20-30]% 
Telenor  [10-20]% [5-10]% [10-20]% [5-10]% [10-20]% [0-5]% [10-20]% [0-5]% 
NENT  [0-5]% [10-20]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [10-20]% [30-40]% [10-20]% [30-40]% [10-20]% [10-20]% [10-20]% [20-30]% 
Tele2/Com 
Hem  [50-60]% [30-40]% [50-60]% [40-50]% [60-70]% [5-10]% [60-70]% [20-30]% 
Telia  [10-20]% [10-20]% [10-20]% [20-30]% [10-20]% [5-10]% [10-20]% [10-20]% 
Sappa  [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% 
Others  [10-20]% [10-20]% [10-20]% [0-5]% [0-5]% [70-80]% [0-5]% [20-30]% 
Source: RFI 16, Annex 1.  
(C) Retail supply of fixed internet access services  
(114)  NENT is also active in the market for the retail supply of fixed internet access 
services in Sweden. In such market, based on 2018 data, Telia is the market 
leader with a market share of [30 -40]% followed by Tele2 and Telenor with 
market shares of respectively [20 -30]% and [10 -20]%. Viasat has a limited 
market share of [0 -5]%. 
(115)  In the narrower market segment for the supply of fixed internet access services to 
private customers, based on 2018 data, Telia is the market leader with a market 
share of [30 -40]% followed by Tele2 and Telenor with market shares of 
respectively [20-30]% and [10-20]%. Viasat has a limited market share of 
[0-5]%.105 
                                                 
105  Form CO, Table 28.  
 
 
33 6.2.1.3. Finland  
(A) Wholesale supply of TV channels  
(116)  Table 15, reproduced b elow, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Finland 
(based on 2018 data) by share of viewing. NENT’s market share (based on 2018 
data) was respectively below [0 -5]% for the wholesa le supply of combined 
FTA/pay TV channels, and below [30- 40]% for the wholesale supply of premium 
pay TV channels as well as for the wholesale supply of premium pay TV sports 
channels.  
Table 15: Market shares in 2018  
in the market f or the wholesale supply of TV channels by share of viewing  
 Wholesale 
supply of 
FTA and 
pay-TV 
channels  Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
FTA and 
basic pay -
TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [0-5] [10-20] n/a n/a [30-40] [30-40] n/a 
Telia  [20-30] [20-30] n/a n/a [50-60] [50-60] - 
Discovery  [5-10] [0-5] n/a n/a - - n/a 
Yle [40-50] - n/a n/a - - n/a 
Others  [20-30] [60-70] n/a n/a [10-20] [10-20] n/a 
Source: Form CO, Annex 68.  
(117)  Table 16, reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Finland 
(based on 2018 data) by value . NENT’s market share (based on 2018 data) was 
[30-40]% for the wholesale supply of premium pay TV channels, and [30 -40]% 
for the wholesale supply of premium pay TV sports channels, and [30 -40]% for 
the wholesale supply of premium pay TV non- sports channels.  
Table 16: Market shares in 2018  
in the market for the wholesale supply of TV channels by value  
 Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  n/a n/a [30-40] [30-40] [30-40] 
Telia  n/a n/a [50-60] [50-60] [60-70] 
Discovery  n/a n/a - - - 
Others  n/a n/a [10-20] [10-20] - 
Source: Form CO, Annex 68.  
 
 
34 (B) Retail supply of AV services  
(118)  Table 17, reproduced below, presents the market shares of the Parties in the 
market for the retail supply of AV services, and any possible sub- segment. The 
JV will hold a market share of [5 -10]% by value in the Finnish market for the 
retail supply of AV services  (based on 2018 data) and below 30% in all market 
segments except for the market for the supply of pay- TV for SDU, excluding non -
linear OTT providers.106 The Parties will hold a market share of [20 -30]% by 
value in the Finnish market for the retail supply of  AV services (based on 2018 
data).  
Table 17: Market shares in 2018  
in the market for the retail supply of AV services by revenue  
 Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic 
pay-TV  Basic pay -
TV 
(excluding 
non- linear 
OTT 
providers)  Premium 
pay-TV  Premium 
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for 
MDUs  Pay-TV 
for 
SDUs  Pay-TV 
for MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for SDUs 
(excluding 
non- linear 
OTT)  
Canal 
Digital  [5-10] [5-10] [5-10] [5-10] [5-10] [10-20] [0-5] [10-20] [0-5] [20-30] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [5-10] [10-20] [5-10] [5-10] [5-10] [10-20] [0-5] [10-20] [0-5] [30-40] 
Telenor  [10-20] [10-20] [20-30] [20-30] [0-5] [5-10] [10-20] [0-5] [20-30] [0-5] 
Viaplay  [5-10] - [5-10] - [5-10] - [5-10] [5-10] - - 
Parties  [20-30] [20-30] [30-40] [30-40] [10-20] [10-20] [20-30] [30-40] [20-30] [30-40] 
Telia  [10-20] [20-30] [20-30] [20-30] [10-20] [20-30] [20-30] [5-10] [30-40] [10-20] 
Elisa  [10-20] [20-30] [20-30] [20-30] [5-10] [10-20] [20-30] [5-10] [20-30] [5-10] 
Non-
linear 
OTT 
(excluding 
Viaplay)  [20-30] - [0-5] - [40-50] - [10-20] [30-40] - - 
Others  [30-40] [20-30] [5-10] [5-10] [60-70] [40-50] [30-40] [50-60] [10-20] [40-50] 
Source: Form CO,  Annex 12.  
(119)  Tables 18 and 19 reproduced below, shows the market shares of the JV and its 
main competitors in the market for the retail supply of AV services and possible 
sub-segments by subscribers. The JV would have even a more limited market 
position with  a market share of approximately [0 -5]%. The Parties would have a 
combined market share of [10 -20]%. 
                                                 
106  The JV will have market shares above 30% also in the market segments for the retail supply of basic AV 
services for  SDUs and for the retail supply of basic AV services for SDUs, excluding non -linear OTT . 
However, Viasat was not active in such market segments before the Transaction. Therefore, there is no 
merger specific change brought by the Transaction.  
 
 
35 Table 18: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Overall 
market  Overall 
market 
(excluding 
non- linear 
OTT 
providers)  Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic pay -
TV  Basic pay -
TV 
(excluding 
non- linear 
OTT 
providers)  
Canal Digital  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
Telenor  [10-20] [10-20] [10-20] [20-30] [30-40] [30-40] 
Viaplay  [0-5] - [0-5] - [5-10] - 
Parties  [10-20] [20-30] [20-30] [20-30] [30-40] [30-40] 
Telia  [10-20] [20-30] [20-30] [30-40] [20-30] [30-40] 
Elisa  [10-20] [10-20] [10-20] [20-30] [20-30] [20-30] 
Non-linear 
OTT 
(excluding 
Viaplay)  [20-30] - [20-30] - [0-5] - 
Others  [50-60] [30-40] [30-40] [10-20] [5-10] [5-10] 
Source: Form CO, Annex 12.  
(120)  The JV’s market position would not significantly differ in a market segment for 
the retail supply of premium pay AV services where it will have a combined 
market share of approximately [0 -5]% in the premium pay market segment 
excluding non- linear OTT servi ces, such as Netflix. The Parties’ combined 
market share will also be similar and of approximately [10 -20]%. 
Table 19: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Premium 
pay-TV  Premium 
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV for 
MDUs  Pay-TV for 
SDUs  Pay-TV for 
MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV for 
SDUs 
(excluding 
non- linear 
OTT)  
Canal Digital  [0-5] [0-5] [0-5] [5-10] [0-5] [10-20] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [0-5] [0-5] [0-5] [5-10] [0-5] [10-20] 
Telenor  [0-5] [5-10] [20-30] [0-5] [30-40] [5-10] 
Viaplay  [0-5] - [0-5] [5-10] - - 
Parties  [5-10] [10-20] [20-30] [10-20] [30-40] [10-20] 
Telia  [10-20] [30-40] [20-30] [10-20] [30-40] [20-30] 
Elisa  [5-10] [10-20] [10-20] [5-10] [20-30] [10-20] 
Non-linear 
OTT 
(excluding 
Viaplay)  [50-60] - [20-30] [40-50] - - 
Others  [70-80] [30-40] [30-40] [60-70] [10-20] [40-50] 
Source: Form CO, Annex 12.  
 
 
36 (121)  Table 20 reproduced below presents the market shares of the Parties in the market 
for the retail supply of AV services, sub- segmenting the SDUs and MDUs market 
segment by basic and premium market segment by revenue. The JV will have a 
higher market position of [20 -30]% in the market for the retail supply of premium 
AV services for SDUs, excluding non- linear OTT players. The Parties will have a 
higher market position of [20 -30]% in the market for the retail supply of premium 
AV services for SDUs, excluding non- linea r OTT players.  
Table 20: Market shares in 2018  
in the market for the retail supply of AV services for MDUs and SDUs segmented by basic and 
premium by revenue  
  Pay-TV for 
MDUs 
(basic)  Pay-TV 
for SDUs 
(basic)  Pay-TV 
for 
MDUs 
(excl. 
non-
linear 
OTT) 
(basic)  Pay-TV 
for SDUs 
(excl. 
non-
linear 
OTT) 
(basic)  Pay-TV 
for MDUs 
(premium)  Pay-TV 
for SDUs 
(premium)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(premium)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(premium)  
Canal Digital  [0-5]% [30-40]% [0-5]% [40-50]% [0-5]% [10-20]% [5-10]% [10-20]% 
Viasat  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
JV [0-5]% [30-40]% [0-5]% [40-50]% [0-5]% [10-20]% [5-10]% [20-30]% 
Telenor/DNA  [20-30]% [5-10]% [20-30]% [10-20]% [0-5]% [0-5]% [5-10]% [0-5]% 
NENT  [0-5]% [10-20]% [0-5]% [0-5]% [5-10]% [5-10]% [0-5]% [0-5]% 
Combined  [30-40]% [50-60]% [20-30]% [50-60]% [10-20]% [10-20]% [10-20]% [20-30]% 
Telia  [20-30]% [20-30]% [30-40]% [20-30]% [10-20]% [0-5]% [30-40]% [5-10]% 
Elisa  [20-30]% [10-20]% [30-40]% [10-20]% [5-10]% [0-5]% [10-20]% [0-5]% 
Digita  [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [20-30]% [10-20]% [40-50]% 
others  [5-10]% [5-10]% [5-10]% [0-5]% [50-60]% [50-60]% [20-30]% [20-30]% 
Source: RFI 16, Annex 1.  
 
 
37 (122)  Table 21 reproduced below presents the market shares of the Parties in the market 
for the retail supply of AV services, sub- segmenting the SDUs and MDUs market 
segment by basic and premium market segment by subscribers. The JV will have 
a higher market position of  [10-20]% in the market for the retail supply of 
premium AV services for SDUs, excluding non -linear OTT players. The Parties, 
in the markets where Viasat’s and Canal Digital’s overlap, will have a higher 
market position of [20 -30]% in the market for the re tail supply of basic AV 
services for SDUs, excluding non- linear OTT players.  
Table 21: Market shares in 2018  
in the market for the retail supply of AV services for MDUs and SDUs segmented by basic and 
premium by subscribers  
  Pay-TV for 
MDUs 
(basic)  Pay-TV for 
SDUs (basic)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(basic)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(basic)  Pay-TV 
for MDUs 
(premium)  Pay-TV 
for SDUs 
(premium)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(premium)  Pay-TV 
for SD Us 
(excl. non -
linear 
OTT) 
(premium)  
Canal Digital  [0-5]% [10-20]% [0-5]% [10-20]% [0-5]% [0-5]% [0-5]% [10-20]% 
Viasat  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
JV [0-5]% [10-20]% [0-5]% [10-20]% [0-5]% [0-5]% [0-5]% [10-20]% 
Telenor/DNA  [30-40]% [5-10]% [30-40]% [10-20]% [5-10]% [0-5]% [10-20]% [0-5]% 
NENT  [0-5]% [20-30]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [30-40]% [40-50]% [30-40]% [20-30]% [5-10]% [5-10]% [10-20]% [10-20]% 
Telia  [20-30]% [30-40]% [20-30]% [40-50]% [10-20]% [0-5]% [40-50]% [10-20]% 
Elisa  [20-30]% [10-20]% [20-30]% [20-30]% [5-10]% [0-5]% [10-20]% [0-5]% 
Digita  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [0-5]% [20-30]% 
Others  [5-10]% [5-10]% [5-10]% [0-5]% [60-70]% [70-80]% [20-30]% [40-50]% 
Source: RFI 16, Annex 1.  
 
 
38 6.2.1.4. Denmark  
(A) Wholesale supply of TV channels  
(123)  Table 22, reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Denmark 
(based on 2018 data) by share of viewing. NENT’s market share (based on 2018 
data) was respectively [10 -20]% for the wholesale supply of combined FTA/pay 
TV channels, and [10 -20]% for the wholesale supply of pay TV channels and 
[10-20]% for the wholesale supply of basic pay TV channels, and [20 -30]% for 
the wholesale supply of basic pay TV sports channels.  
Table 22: Market shares in 2018  
in the market for the wholesale supply of TV channels by share of viewing  
 Wholesale 
supply of 
FTA and 
pay-TV 
channels  Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
FTA and 
basic pay -
TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
basic 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [10-20] [10-20] [10-20] [10-20] [20-30] n/a n/a 
DR [30-40] - [30-40] - [50-60] n/a n/a 
TV2 
Denmark  [30-40] [60-70] [30-40] 
[60-70] n/a n/a n/a 
Discovery  [10-20] [10-20] [5-10] [10-20] [20-30] n/a n/a 
Others  [0-5] [5-10] [0-5] [5-10] n/a n/a n/a 
Source: Form CO, Annex 68.  
(124)  Table 23 reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Denmark 
(based on 2018 data) by value . NENT’s market share (based on 2018 data) was 
respectively [30-40]% for the wholesale supply of pay TV channels and [30 -40]% 
for the wholesale supply of basic pay TV channels, and [50 -60]% for the 
wholesale supply of basic pay TV sports channels, and [40 -50]% for the 
wholesale supply of premium pay TV non- sports channels.  
Table 23: Market shares in 2018  
in the market for the wholesale supply of TV channels by value  
 Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
basic 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [30-40] [30-40] [40-50] [50-60] [40-50] [40-50] 
TV2 
Denmark  [30-40] [30-40] - [10-20] - - 
Discovery  [10-20] [10-20] - [20-30] - - 
Others  [10-20] [5-10] [50-60] [0-5] [50-60] [50-60] 
Source: Form CO, Annex 68.  
(B) Retail supply of AV services  
(125)  Table 24 reproduced below, presents the market shares of the Parties in the 
market for the retail supply of AV services, and any possible sub- segment. The 
JV will hold a market share of [5 -10]% by value in the Danish market for the 
 
 
39 retail supply of AV services (based on 2018 data) and below 30% in all market 
segments. The Parties will hold a market share of [10 -20]% by value in the 
Danish market for the retail supply of AV services (based on 2018 data).  
Table 24: Market shares in 2018  
in the market for the retail supply of AV services by revenue  
 Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic 
pay-TV  Basic pay -
TV 
(excluding 
non- linear 
OTT 
providers)  Premium 
pay-TV  Premium 
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for 
MDUs  Pay-TV 
for 
SDUs  Pay-TV 
for MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for SDUs 
(excluding 
non- linear 
OTT)  
Canal 
Digital  [0-5] [5-10] [5-10] [5-10] [0-5] [0-5] [0-5] [5-10] [0-5] [5-10] 
Viasat  [0-5] [0-5] [0-5] [0-5] [5-10] [10-20] [0-5] [5-10] [0-5] [10-20] 
JV [5-10] [10-20] [5-10] [10-20] [5-10] [10-20] [0-5] [10-20] [0-5] [10-20] 
Telenor  - - - - - - - - - - 
Viaplay  [0-5] - [0-5] - [5-10] - [0-5] [0-5] - - 
Parties  [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] [5-10] [10-20] [0-5] [10-20] 
TDC  [40-50] [50-60] [50-60] [50-60] [10-20] [20-30] [50-60] [30-40] [60-70] [30-40] 
Telia  [0-5] [0-5] [0-5] [0-5] [5-10] [20-30] [0-5] [0-5] [0-5] [0-5] 
Non-
linear 
OTT 
(excluding 
Viaplay)  [10-20] - [0-5] - [50-60] - [10-20] [10-20] - - 
Others  [20-30] [30-40] [30-40] [30-40] [10-20] [30-40] [20-30] [30-40] [20-30] [30-40] 
Source: Form CO, Annex 12.  
(126)  Tables 25 and 26 reproduced below, shows the market shares of the JV and its 
main competitors in the market for the retail supply of AV services and possible 
sub-segments by subscribers. The JV would have even a more limited market 
position with a market share of approxim ately [0-5]%. The Parties would have a 
combined market share of [5 -10]%. 
Table 25: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Overall 
market  Overall 
market 
(excluding 
non- linear 
OTT 
providers)  Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic pay -
TV  Basic pay -
TV 
(excluding 
non- linear 
OTT 
providers)  
Canal Digital  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
Telenor  - - - - - - 
Viaplay  [5-10] - [5-10] - [5-10] - 
Parties  [5-10] [0-5] [5-10] [0-5] [10-20] [0-5] 
TDC  [20-30] [40-50] [20-30] [40-50] [40-50] [50-60] 
Telia  [0-5] [0-5] [0-5] [5-10] [0-5] [0-5] 
Non-linear OTT 
(excluding Viaplay)  [30-40] - [30-40] - [0-5] - 
Others  [20-30] [40-50] [20-30] [40-50] [30-40] [40-50] 
Source: Form CO, Annex 12.  
 
 
40 (127)  The JV’s market position would not significantly differ in a market segment for 
the retail supply of premium pay AV services where it will have a combined 
market share of approximately [10 -20]% in the premium pay market segment 
excluding non- linear OTT ser vices, such as Netflix. The Parties’ combined 
market share will also be similar and of approximately [10 -20]%. 
Table 26: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Premium 
pay-TV  Premium 
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV for 
MDUs  Pay-TV for 
SDUs  Pay-TV for 
MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV for 
SDUs 
(excluding 
non- linear 
OTT)  
Canal Digital  [0-5] [0-5] [0-5] [0-5] [0-5] [5-10] 
Viasat  [0-5] [10-20] [0-5] [0-5] [0-5] [5-10] 
JV [0-5] [10-20] [0-5] [5-10] [0-5] [10-20] 
Telenor  - - - - - - 
Viaplay  [0-5] - [5-10] [5-10] - - 
Parties  [0-5] [10-20] [5-10] [10-20] [0-5] [10-20] 
TDC  [0-5] [10-20] [30-40] [10-20] [50-60] [20-30] 
Telia  [5-10] [20-30] [0-5] [0-5] [0-5] [5-10] 
Non-linear OTT 
(excluding Viaplay)  [70-80] - [30-40] [40-50] - - 
Others  [10-20] [50-60] [20-30] [20-30] [30-40] [50-60] 
Source: Form CO, Annex 12.  
(128)  Table 27 reproduced below presents the market shares of the Parties in the market 
for the retail supply of AV services, sub- segmenting the SDUs and MDUs market 
segment by basic and premium market segment by revenue. The JV will have a 
higher market position of [20 -30]% in the market for the retail supply of premium 
AV services for SDUs, excluding non- linear OTT players. The Parties will have a 
higher market position of [20 -30]% in the market for the retail supply of premium 
AV services for SDUs, excluding non- linear OTT players.  
Table 27: Market shares in 2018  
in the market for the retail supply of AV services for MDUs and SDUs segmented by basic and 
premium by revenue  
  Pay-TV 
for MDUs 
(basic)  Pay-TV 
for SDUs 
(basic)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(basic)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(basic)  Pay-TV 
for MDUs 
(premium)  Pay-TV 
for SDUs 
(premium)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(premium)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(premium)  
Canal Digital  [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% [0-5]% [0-5]% [0-5]% 
Viasat  [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% [20-30]% 
JV [0-5]% [10-20]% [0-5]% [10-20]% [0-5]% [10-20]% [0-5]% [20-30]% 
NENT  [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [0-5]% [0-5]% [0-5]% 
Combined  [5-10]% [10-20]% [0-5]% [10-20]% [5-10]% [10-20]% [0-5]% [20-30]% 
TDC  [60-70]% [40-50]% [60-70]% [40-50]% [10-20]% [5-10]% [40-50]% [10-20]% 
Telia  [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [10-20]% [10-20]% [20-30]% 
Others  [20-30]% [30-40]% [20-30]% [40-50]% [70-80]% [60-70]% [30-40]% [30-40]% 
Source: RFI 16, Annex 1.  
 
 
41 (129)  Table 28 reproduced below presents the market shares of the Parties in the market 
for the retail supply of AV services, sub- segmenting the SDUs and MDUs market 
segment by basic and premium market segment by subscribers. The JV will have 
a higher market position of  [20-30]% in the market for the retail supply of 
premium AV services for SDUs, excluding non -linear OTT players. The Parties 
will have a higher market position of [20 -30]% in the market for the retail supply 
of premium AV services for SDUs, excluding non- linear OTT players.  
Table 28: Market shares in 2018  
in the market for the retail supply of AV services for MDUs and SDUs segmented by basic and 
premium by subscribers  
  Pay-TV 
for MDUs 
(basic)  Pay-TV for 
SDUs (basic)  Pay-TV 
for MDUs  
(excl. non -
linear 
OTT) 
(basic)  Pay-TV for 
SDUs (excl. 
non-linear 
OTT) 
(basic)  Pay-TV 
for MDUs 
(premium)  Pay-TV 
for SDUs 
(premium)  Pay-TV 
for MDUs 
(excl. non -
linear 
OTT) 
(premium)  Pay-TV 
for SDUs 
(excl. non -
linear 
OTT) 
(premium)  
Canal Digital  [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% [0-5]% [0-5]% [0-5]% 
Viasat  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [0-5]% [20-30]% 
JV [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% [20-30]% 
NENT  [5-10]% [10-20]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [5-10]% [20-30]% [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% [20-30]% 
TDC  [50-60]% [20-30]% [60-70]% [30-40]% [5-10]% [0-5]% [20-30]% [5-10]% 
Stofa  [10-20]% [20-30]% [10-20]% [30-40]% [0-5]% [0-5]% [10-20]% [5-10]% 
Waoo!  [5-10]% [10-20]% [5-10]% [10-20]% [0-5]% [0-5]% [5-10]% [5-10]% 
Others  [10-20]% [10-20]% [10-20]% [5-10]% [80-90]% [80-90]% [50-60]% [50-60]% 
Source: RFI 16, Annex 1.  
 
 
42 6.2.2. Satellite transponder capacity  
6.2.2.1. Nordic region  
(130)  Table 29 shows  TS’ and its main competitors’ market shares in the supply of 
satellite transponder capacity from all orbital positions in the Nordic region in 
2018 by revenue. TS had a market share of [ 60-70]% while SES had a market 
share of [30 -40]%. Their market shares were very similar in a market limited to 
broadcasting (TS: [70 -80]%, SES: [20 -30]%). TS’ captive sales to Canal Digital 
represented about […]% of its total sales and more than [ …]% of its sales for 
broadcasting purposes.  
Table 29: Market shares in 2018  
in the market for the supply of satellite transponder capacity  
 EUR (million)  % 
TS (1°W)  […] [60-70] 
Broadcasting  
(Canal Digital)  […] [50-60] 
Broadcasting  
(other customers)  […] [5-10] 
Other services  […] [5-10] 
SES (5°E)  […] [30-40] 
Broadcasting  
(Viasat)  […] [20-30] 
Broadcasting  
(other customers)  […] [0-5] 
Other services  […] [5-10] 
Total  […] 100 
Source: Form CO, Table 222.  
(131)  If, instead, the market for satellite transponder capacity were to be segmented by 
orbital position, TS and SES would have a market share of [90 -100]% at 1°W and 
5°E, respectively.  
6.2.2.2. Nordic and CEE region 
(132)  Table 30 shows TS’ and its main competitors’ market shares in the supply of 
satellite transponder capacity from all orbital positions in the Nordic and CEE 
region in 2018 by revenue. TS had a market share of [10 -20]% while SES had a 
market share of [20 -30]% (from several orbital positions). Their market shares 
were slightly higher in a market limited to broadcasting (TS: [10 -20]%, 
SES:  [20-30]%). TS’ captive sales to Canal Digital represented about […]% of its 
total sales and close to [ …]% of its sales for broadcasting purposes.  
(133)  SES supplies the CEE region also from other orbital positions than 5°E, namely 
from 19.2°E, 23.5°E and 31.5°E. Other satellite operators active in the CEE 
region are Intelsat (1°W, 45.1°E and 85°E), Eutelsat (13°E, 16°E and 36.0°E), 
Hellas S at (39.0°E) and Amos (4°W).  
 
 
43 Table 30: Market shares in 2018  
in the market for the supply of satellite transponder capacity  
 EUR (million)  % 
TS (1°W)  […] [10-20] 
Broadcasting Nordics  
(Canal Digital)  […] [10-20] 
Broadcasting Nordics  
(other customers)  […] [0-5] 
Broadcasting CEE  
(other customers)  […] [0-5] 
Other services Nordics  […] [0-5] 
Other services CEE  […] [0-5] 
Intelsat (1°W)  […] [0-5] 
Broadcasting CEE  […] [0-5] 
Other services CEE  […] [0-5] 
SES […] [20-30] 
Broadcasting Nordics  
(Viasat)  […] [0-5] 
Broadcasting Nordics  
(other customers)  […] [0-5] 
Broadcasting CEE  
(5°E)  […] [0-5] 
Broadcasting CEE  
(other orbital positions)  […] [10-20] 
Other services  […] [0-5] 
Eutelsat  
(broadcasting)  […] [20-30] 
Intelsat  
(broadcasting)  […] [0-5] 
Hellas Sat  
(broadcasting)  […] [0-5] 
Amos  
(broadcasting)  […] [0-5] 
Competitors Eutelsat, 
Intelsat, HellaSat, Amos  
(other services)  […] [20-30] 
Total  […] 100 
Source: Form CO, Table 225 and Notifying Parties’ reply to RFI 15, question 1. Note that the table does not 
include all satellite operators and DTH platforms in CEE, in particular it does not include some local 
operators active in Russia,, as the Notifying Parties do not have a comprehensive view on satellite 
operators active.  
(134)  If, instead, the market for satellite transponder capacity were to be segmented by 
orbital position, TS would have an overall market share of about [70 -80]% and of 
close to [90 -100]% for broadcasting purposes at 1°W, Intelsat being the other 
competitor active at 1°W. SES would have a market share of [90 -100]% at 5°E.  
 
 
44 6.3. Horizontal assessment  
6.3.1. Introduction  
(135)  A merger giving rise to significant impediment of effective competition may do 
so as a result of the creation or strengthening of a dominant position in the 
relevant markets. Moreover, mergers in oligopolistic markets involving the 
elimination of important constraints that the parties previously exerted on each 
other, together with a red uction of competitive pressure on the remaining 
competitors, may also result in a significant impediment to effective competition, 
even in the absence of dominance.107 
(136)  In fact, the Horizontal Merger Guidelines describe horizontal non- coordinated 
effects as f ollows: “ A merger may significantly impede effective competition in a 
market by removing important competitive constraints on one or more sellers who 
consequently have increased market power. The most direct effect of the merger 
will be the loss of competi tion between the merging firms. For example, if prior to 
the merger one of the merging firms had raised its price, it would have lost some 
sales to the other merging firm. The merger removes this particular constraint. 
Non-merging firms in the same market can also benefit from the reduction of 
competitive pressure that results from the merger, since the merging firms’ price 
increase may switch some demand to the rival firms, which, in turn, may find it 
profitable to increase their prices. The reduction in t hese competitive constraints 
could lead to significant price increases in the relevant market .”108 
(137)  The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant horizontal non- coordinated effects are likely to resul t 
from a merger, such as the large market shares of the merging firms, the fact that 
the merging firms are close competitors, the limited possibilities for customers to 
switch suppliers, or the fact that the merger would eliminate an important 
competitive force.109 That list of factors applies equally regardless of whether a 
merger would create or strengthen a dominant position, or would otherwise 
significantly impede effective competition due to non -coordinated effects. 
Furthermore, not all of these factors need to be present to make significant non -
coordinated effects likely and it is not an exhaustive list.110  
(138)  In addition, the Horizontal Merger Guidelines describe a number of factors, 
which could counteract the harmful effects of the merger on competition, 
including the likelihood of buyer power, the entry of new competitors on the 
market, and efficiencies.  
6.3.2. Horizontal non- coordinated effects in the retail supply of AV services in Norway 
(139)  Telenor is active in the retail supply of AV services in Norway via DTH through 
its wholly owned subsidiary, Canal Digital (which will be contributed to the JV), 
and via cable and IPTV through the Telenor brand (which will not be contributed 
to the JV). NENT is active in the retail supply of AV services in Norway via DTH 
                                                 
107 Horizontal Merger Guidelines, paragraph 25.  
108 Horizontal Merger Guidelines, paragraph 24.  
109 Horizontal Merger Guidelines, paragraphs 27 and following.  
110 Horizontal Merger Guidelines, paragraph 26.  
 
 
45 and IP TV through its wholly owned business, Viasat (which will be contributed 
to the JV), and OTT through Viaplay (which will not be contributed to the JV). 
(140)  In Section 6.1.1., the Commission considered that the question whether Telenor 
and NRK belong to the same  economic unit or whether they make up separate 
economic units with an independent power of decision can be left open as the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market regardless of the answer to this questio n.111 In particular, as regard to a 
potential horizontal overlap among NRK112, the Parties and the JV, the 
Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market for the following reasons. First, the 
increment brought by the Transaction would be limited to Viasat’s customer base 
of […] subscribers (approximately [0 -5]% of subscribers in the Norwegian 
market for the retail supply of linear AV services). Second, the Transaction would 
lead to a redu ction of influence over Canal Digital’s DTH business which will be 
jointly owned with NENT. Third, several respondents to the market investigation 
indicated that Canal Digital and RiksTV were closely competing pre -
Transaction113 and the Transaction would not  change the competitive dynamics 
between Canal Digital and RiksTV. Fourth, RiksTV is jointly owned by TV2, 
part of the Egmont group, which would have a different incentive and may 
oppose strategies that may favour Telenor or the JV. Finally, the Transactio n 
would have a limited impact on the trend of switching to fiber -based technology 
happening in the Norwegian market, presented in Section 6.4.2.1.B.b) where 
providers of retail AV services through fiber, such as Altibox and Telia, are 
gaining subscribers vis -à-vis providers of retail AV services through DTH, as the 
JV, and DTT, as RiksTV.114. 
6.3.2.1. The Notifying Parties’ view  
(141)  The Notifying Parties submit that the Transaction does not raise competition 
concerns on the basis of any plausible definition of the relevant product market in 
Norway for the reasons set out below. 
(142)  First, the Notifying Parties claim that the distribution of pay TV services over 
DTH is in irreversible structural decline in Norway and across the Nordic region. 
This would be illustrated by both T elenor's and NENT's DTH platforms losing a 
substantial number of Norwegian subscribers to competitors which distribute 
services over other platforms.  
(143)  Second, the Notifying Parties submit that Viasat has a limited presence in TV 
distribution in Norway. It would hold a market share in the overall market for 
retail AV services of less than [0 -5]% (by subscribers). In addition, the 
Transaction would result in a MHHI of 1,827 with a merger increment of 12, and 
by subscribers the JV would hold a share in excess of 20% only in the possible 
                                                 
111  The Notifying Parties indicate that, in such hypothetical scenari o, the Transaction would not have an 
impact on any markets where NRK would be also active. [ Confidential strategic views of Telenor in 
relation to the Norwegian State's ownership stake ].  
112  NRK has a 50% share in RiksTV, a provider of retail AV services t hrough DTT technology.  
113  Responses to questionnaire Q1 to retail suppliers of AV services in Norway, question F.1.  
114  From 2016 to 2018, RiksTV customer base decreased from […] to […] subscribers. In the same period, 
the JV’s combined customer base decreased from approximately […]  to […]. In the same period, 
Altibox’s customer base increased from  […] to […].  
 
 
46 market for the retail supply of pay AV services for SDUs (exc luding non- linear 
OTT services).  
(144)  Third, the Notifying Parties argue that the JV will face fierce competition from a 
wide range of AV distributors active in Norway across multiple distribution 
platforms, including Telenor, Telia/Get, RiksTV, Lyse/Altibox, a nd a plethora of 
linear and non- linear OTT services including Netflix, HBO Nordic and TV 
broadcasters' own services, such as TV2 Norge 's Sumo and Discovery's Dplay.  
(145)  Fourth, the Notifying Parties stress that, by divesting one -third shareholding 
interest in  the Norwegian DTT pay TV operator, RiksTV, to NRK and TV2, 
Telenor reduced its overall presence in the retail market in Norway.  
(146)  Fifth, the Notifying Parties note that the roll -out of high- speed fibre networks is 
continuing at pace across Norway, and that all Norwegian households should 
have access to high -speed broadband services in 2023. The Notifying Parties note 
add that traditional TV viewership continues to decrease as video consumption 
shifts to streaming services and online platforms.115 
6.3.2.2. The Commissio n’s assessment  
(147)  The Commission considers that the Transaction does not give rise to serious 
doubts as to its compatibility with the internal market as a result of horizontal 
effects on the market for the retail supply of AV content in Norway, or any 
possibl e narrower affected markets, for the following reasons.  
(148)  First, Canal Digital and Viasat, which mainly offer retail AV services through 
DTH distribution, are in continued decline in Norway. Indeed, Canal Digital and 
Viasat’s DTH customer bases have respecti vely decreased by […]% and […]% 
between January 2016 and July 2019,116 while the number of subscribers of retail 
AV services through fibre has increased by 30% between 2016 and 2018. Over 
the same time period, the number of subscribers receiving AV services via cable, 
DTH and DTT in Norway has decreased by 17%, 11% and 7%, respectively.117 
These trends suggest a shift towards retail AV services over fibre which would 
likely continue post -Transaction, and confirm the structural decline of DTH 
distribution in Nor way.  
(149)  Second, despite the Parties having a relatively strong market position when 
looking at their 2018 market shares by value, the Commission considers that the 
factors detailed below limit their market position.118 
Based on 2018 figures, the Parties will ho ld a market share by value of 
(i) [40 -50]% in the market for the retail supply of pay AV services (JV: [10 -20]%, 
Telenor: [10-20]%, NENT: [0 -5]%), and [40 -50]% when excluding non- linear 
OTT services (JV: [20 -30]%, Telenor: [20 -30]%), (ii) [40 -50]% in the m arket for 
the retail supply of basic pay TV services (JV: [10 -20]%, Telenor: [20-30]%, 
NENT: [0-5]%), and [40 -50]% excluding non- linear OTT providers 
                                                 
115  Form CO, paragraphs 231, 232 and 298, and Table 5.  
116  Form CO, paragraph 40 8. 
117  Form CO, paragraph 391.  
118  See market shares for all possible market segments in Section 6.2.1.1.(B) where the combined market 
shares of the Parties or the JV is above 20%..  
 
 
47 (JV: [10-20]%, Telenor: [20 -30]%), (iii) [30 -40]% in the market for the retail 
supply of premium pay TV se rvices (JV: [20 -30]%, Telenor: [5-10]%, 
NENT:  [0-5]%), and [40 -50]% excludin g non- linear OTT providers 
(JV: [30-40]%, Telenor: [10 -20]%), (iv) [40 -50]% in the market for the retail 
supply of pay AV services for MDUs (JV: [10 -20]%, Telenor: [20 -30]%, 
NENT:  [0-5]%), and [40 -50]% when excluding non- linear OTT services 
(JV: [10-20]%, Telenor [30 -40]%), (v) [40 -50]% in the market for the retail 
supply of pay AV services for SDUs (JV: [20 -30]%, Telenor: [10 -20]%, 
NENT:  [0-5]%), and [40 -50]% when excludi ng non-linear OTT services 
(JV: [20-30]%, Telenor [10 -20]%), (vi) [50 -60]% in the market for the retail 
supply of basic pay AV services to MDUs (JV: [10 -20]%, Telenor: [30 -40]%, 
NENT: [0-5]%), and [50 -60]% when excludi ng non -linear OTT services 
(JV: [10-20]%, Telenor: [30-40]%), (vii) [40 -50]% in the market for the retail 
supply of basic pay AV services to SDUs (JV: [20 -30]%, Telenor: [10 -20]%, 
NENT: [0-5]%), and [40 -50]% when excluding non -linear OTT services 
(JV: [20-30]%, Telenor: [10 -20]%), (viii) [20 -30]% in the market for the retail 
supply of premium pay AV services to MDUs (JV: [5 -10]%, Telenor: [10 -20]%, 
NENT: [0-5]%), and [30 -40]% when excludi ng non -linear OTT services 
(JV: [10-20]%, Telenor: [20 -30]%), and (ix) [30 -40]% in the market for the retail 
supply of premium pay AV services to SDUs (JV: [20 -30]%, Telenor: [5 -10]%, 
NENT: [0-5]%), and [50 -60]% when excludi ng non -linear OTT services 
(JV: [40-50]%, Telenor: [5-10]%). 
(150)  By subscribers, the Parties would generally have a more modest market position, 
when looking at 2018 market shares by volume in the following possible affected 
markets: (i) [20-30]% in the overall market for the retail supply of AV services 
(JV: [10-20]%, Telenor, [10 -20]%, NENT: [5 -10]%), and [30 -40]% when 
excluding non- linear OTT services (JV: [10 -20]%, Telenor: [10 -20]%), 
(ii) [20 -30]% in the market for the retail supply of pay AV services 
(JV: [10-20]%, Telenor: [10 -20]%, NENT: [5 -10]%), and [30 -40]% when 
excluding non- linear OTT services (JV: [10 -20]%, Telenor: [20 -30]%), 
(iii) [40 -50]% in the market for the retail supply of basic pay TV services 
(JV: [10-20]%, Telenor: [20 -30]%, NENT: [10 -20]%), and [40 -50]% excluding 
non-linear OTT providers (JV: [10 -20]%, Telenor: [20 -30]%), (iv) [10 -20]% in 
the market for the retail supply of premium pay TV services (JV: [5-10]%, 
Telenor: [0-5]%, NENT: [0 -5]%), and [20 -30]% excluding non- linear OTT 
providers (JV: [10 -20]%, Telenor: [5 -10]%), (v) [20 -30]% in the market for the 
retail supply of pay AV services for  MDUs (JV: [0-5]%, Telenor: [10 -20]%, 
NENT: [5-10]%), and [30 -40]% when excluding non -linear OTT services 
(JV: [5-10]%, Telenor [30 -40]%), (vi) [20 -30]% in the market for the retail 
supply of pay AV services for SDUs (JV: [10 -20]%, Telenor: [5 -10]%, 
NENT:  [5-10]%), and [30 -40]% when excludi ng non -linear OTT services 
(JV: [20-30]%, Telenor [10-20]%), (vii) [50 -60]% in the market for the retail 
supply of basic pay AV services to MDUs (JV: [5 -10]%, Telenor: [30 -40]%, 
NENT: [10-20]%), and [40 -50]% when excludi ng non- linear OTT services 
(JV: [5-10]%, Telenor: [40 -50]%), (viii) [40 -50]% in the market for the retail 
supply of basic pay AV services to SDUs (JV: [20 -30]%, Telenor: [10 -20]%, 
NENT: [10-20]%), and [40 -50]% when excludi ng non- linear OTT services 
(JV: [20-30]%, Telenor: [10 -20]%), (ix) [5 -10]% in the market for the retail 
supply of premium pay AV services to MDUs (JV: [0 -5]%, Telenor: [0 -5]%, 
NENT: [0-5]%), and [10 -20]% when excludi ng non -linear OTT services 
 
 
48 (JV: [0-5]%, Telenor: [10 -20]%), and (x) [10 -20]% in the market for the retail 
supply of premium pay AV services to SDUs (JV: [5 -10]%, Telenor: [0 -5]%, 
NENT: [0-5]%), and [20 -30]% when excludi ng non -linear OTT services 
(JV: [20-30]%, Telenor: [0-5]%). 
(151)  Considering the hypothetical market including non- linear OTT services, OTT 
players would exercise a competitive constraint on the Parties and the JV. In this 
respect, it is notable that in Norway there would remain post -Transaction 
numerous OTT players who would constrain the JV, namely Netflix and HBO 
Nordic as well as new entrants Disney+ whose OTT service is expected to launch 
in the second half of 2020 in the Nordics. Further, the results of the market 
investigation indicated that in Norway SVOD providers exercise a constraint on 
retail suppliers of pre mium pay films and series AV services via traditional 
platforms. Indeed, one Norwegian market participant noted the decline of linear 
premium pay films and series TV services due to them being substituted by 
SVOD services such as HBO.119 
(152)  However, even considering the hypothetical market excluding non- linear OTT 
services, the Transaction would not significantly increase the Parties’ market 
position. The Commission notes that, in the first place, before the Transaction, 
Telenor and Canal Digital were already part of the same economic entity with 
approximately […] subscribers. In the second place, the merger specific 
increment is limited to the […] subscribers brought by Viasat, corresponding to a 
market share of maximum [0 -5]% by value and [0 -5]% by subscribers.   
(153)  Third, the JV would have a limited market position in most of the possible 
affected markets for the retail supply of AV services in Norway. Based on 2018 
figures, the JV will hold a market share by value of (i) [10 -20]% in the market for 
the retail supp ly of pay AV services, and [20 -30]% when excluding non- linear 
OTT services, (ii) [10 -20]% in the market for the retail supply of basic pay AV 
services, and [10 -20]% when excluding non- linear OTT services, (iii) [20 -30]% 
in the market for the retail supply of premium pay AV services, (iv) [10 -20]% in 
the market for the retail supply of pay AV services for MDUs, and [10-20]% 
when excluding non- linear OTT services, and (v) [20 -30]% in the market for the 
retail supply of pay AV services for SDUs, and [20 -30]% w hen excluding non -
linear OTT services, (vi) [10 -20]% in the market for the retail supply of basic pay 
AV services to MDUs, and [10 -20]% when excluding non- linear OTT services, 
(vii) [20-30]% in the market for the retail supply of basic pay AV services to 
SDUs, and [20- 30]% when excluding non- linear OTT services, (viii) [5 -10]% in 
the market for the retail supply of premium pay AV services to MDUs, and 
[10-20]% when excluding non- linear OTT services, and (ix) [20 -30]% in the 
market for the retail supply of premium pay AV services to SDUs.  
(154)  By subscribers, the JV would generally have more limited 2018 market shares. 
Based on 2018 figures, the JV will hold a market share by volume of (i) [10 -20]% 
in the overall market for the retail supply of AV services, and [ 10-20]% when 
excluding non- linear OTT services, (ii) [10 -20]% in the market for the retail 
supply of pay AV services, and [10 -20]% when excluding non- linear OTT 
services, (iii) [10-20]% in the market for the retail supply of basic pay AV 
services, and [10 -20]% when excluding non- linear OTT services, (iv) [5 -10]% in 
                                                 
119  TV2 Norge’s response to questionnaire Q1 to retail suppliers of AV servic es in Norway, question C.7.1.  
 
 
49 the market for the retail supply of premium pay AV services, and [10 -20]% when 
excluding non- linear OTT services, (v) [0 -5]% in the market for the retail supply 
of pay AV services for MDUs, and [ 5-10]% when excluding non- linear OTT 
services, and (vi) [10 -20]% in the market for the retail supply of pay AV services 
for SDUs, and [20 -30]% when excluding non- linear OTT services, (vii) [0 -5]% in 
the market for the retail supply of basic pay AV services to MDUs , and [5 -10]% 
when excluding non- linear OTT services, (viii) [20 -30]% in the market for the 
retail supply of basic pay AV services to SDUs, and [20 -30]% when excluding 
non-linear OTT services, (ix) [0 -5]% in the market for the retail supply of 
premium pay AV services to MDUs, and [0 -5]% when excluding non- linear OTT 
services, and (x) [5 -10]% in the market for the retail supply of premium pay AV 
services to SDUs, and [20 -30]% when excluding non- linear OTT services.  
(155)  Fourth, several alternative suppli ers of retail AV services, in particular Telia, 
RiksTV and Altibox, would remain active in any possible affected markets for the 
retail supply of AV services in Norway. In the market for the retail supply of pay 
AV services, they would have a 2018 market s hare by value of [10 -20]%, 
[10-20]% and [10 -20]%, respectively.120 Telia is a well -established 
telecommunications and media company with a strong presence in the Nordic 
region. A majority of respondents to the market investigation in Norway 
considered that s ufficient competing providers will continue to exert a constraint 
on the JV post -Transaction.121 
(156)  Fifth, the trend towards increased fibre and cable distribution has coincided with 
an observable increase in the coverage of high speed broadband download speeds , 
thereby enabling high quality OTT viewing in Norway. As shown in Figure 4 
below, areas serviced by broadband download speeds of over 10 Mbps have 
increased from 81% in 2018 to 87% in 2019. This improved infrastructural 
framework for the provision of IPTV  and OTT services means that IPTV and 
OTT players are likely to exert a growing competitive constraint on the JV in the 
coming years. In that respect, one Norwegian market participant noted that the 
SVOD market is forecasted to grow by 13% annually over the 2019- 2023 period 
(Source: PwC Global Entertainment and Media Outlook 2019- 2023).122 
6.3.3. Horizontal non- coordinated effects in the retail supply of AV services in Sweden  
(157)  Telenor is active in the retail supply of AV services in Sweden via DTH through 
its wholly owned subsidiary, Canal Digital (which will be contributed to the JV) 
and via cable and IPTV through the Telenor brand (which will not be contributed 
to the JV). NENT is active in the retail supply of AV services in Sweden via DTH 
and IPTV through its whol ly owned business, Viasat (which will be contributed 
to the JV) and OTT through Viaplay (which will not be contributed to the JV). 
                                                 
120  See market shares for alternative providers for all possible market segments in Section 6.2.1.1.(B).  
121  Responses to questionnaires Q1 to retail suppliers of AV services in Norway, and Q2 to TV broadcasters 
in Norway, question F.5.  
122  TV2 Norge’s response to questionnaire Q1 to retail suppliers of AV services in Norway, question C.7.1.  
 
 
50 6.3.3.1. The Notifying Parties’ view  
(158)  The Notifying Parties submit that the Transaction does not raise competition 
concerns on the basi s of any plausible definition of the relevant product market in 
Sweden for the reasons set out below. 
(159)  First, the Notifying Parties claim that the distribution of pay TV services over 
DTH is in irreversible structural decline in Sweden and across the Nordic  region. 
This would be illustrated by both Telenor's and NENT's DTH platforms losing a 
substantial number of Swedish subscribers to competitors which distribute 
services over other platforms.  
(160)  Second, the Notifying Parties submit that both Canal Digital and Viasat have a 
limited presence in TV distribution in Sweden, each with market shares in the 
overall market for retail AV services of less than [5 -10]% (by subscribers). In 
addition, the Transaction would result in a MHHI of 2,265 with a merger 
increment o f 144, and by subscribers the JV would hold a share in excess of 20% 
only in the possible market for the retail supply of pay AV services for SDUs 
(excluding non- linear OTT services).  
(161)  Third, the Notifying Parties argue that the JV will face fierce competition from a 
wide range of AV distributors active in Sweden across multiple distribution 
platforms, including Tele2/Com Hem, Telia, Telenor, Sappa and a plethora of 
linear and non- linear OTT services including Netflix, HBO Nordic and TV 
broadcasters' own ser vices, such as Discovery's Dplay.  
(162)  Fourth, the Notifying Parties note that the roll -out of high- speed fibre networks is 
continuing at pace across Sweden, and has reached 77% of Swedish households at 
the end of 2018, up from approximately 60% in 2014. They e xpect this trend to 
continue for at least two to three years. The Notifying Parties  note that traditional 
TV viewership continues to decrease as video consumption shifts to streaming 
services and online platforms, including via mobile networks.123 
6.3.3.2. The Commission’s assessment  
(163)  The Commission considers that the Transaction does not give rise to serious 
doubts as to its compatibility with the internal market as a result of horizontal 
effects on the market for the retail supply of AV content in Sweden, or any 
possible narrower affected markets, for the following reasons.  
(164)  First, Canal Digital and Viasat, which mainly offer retail AV services through 
DTH distribution, are in continued decline in Sweden. Indeed, Canal Digital and 
Viasat’s DTH customer bases have  respectively decreased by […]% and […]% 
between January 2016 and July 2019,124 while the number of subscribers of retail 
AV services through fibre has increased by 33% between 2016 and 2018. Over 
the same time period, the number of subscribers receiving AV services via cable, 
DTH and DTT in Sweden has decreased by 10%, 11% and 23%, respectively.125 
These trends suggest a shift towards retail AV services over fibre which would 
                                                 
123  Form CO, paragraphs 550, 551 and 637, and Table 32.  
124  Form CO, paragraph 719.  
125  Form CO, paragraph 704.  
 
 
51 likely continue post -Transaction, and confirm the structural decline of DTH 
distribut ion in Sweden. 
(165)  Second, the Parties would have a moderate to high market position in most of the 
possible affected markets for the retail supply of AV services in Sweden.126 Based 
on 2018 figures, the Parties will hold a market share by value of (i) [30 -40]% in 
the market for the retail supply of pay AV services (JV:  [20-30]%, 
Telenor:  [5-10]%, Viaplay: [0 -5]%) , and [30 -40]% when excluding non- linear 
OTT services (JV: [30 -40]%, Telenor: [5 -10]%) (ii) [30 -40]% in the market for 
the retail supply of basic pay A V services (JV: [20 -30]%, Telenor: [10 -20]%, 
Viaplay: [5-10]%), and [30 -40]% when excludi ng non- linear OTT services 
(JV: [20-30]%, Telenor: [10 -20]%), (iii) [20 -30]% in the market for the retail 
supply of premium pay AV services (JV: [20 -30]%, Telenor [0 -5]%, 
Viaplay:  [0-5]%), and [30 -40]% when excludi ng non -linear OTT services 
(JV: [30-40]%, Telenor: [5 -10]%) (iv) [30 -40]% in the market for the retail 
supply of pay AV services for SDUs ( JV: [20-30]%; [5-10]%; [5-10]%), and 
[40-50]% when excluding non- linea r OTT s ervices (JV: [30 -40]%, 
Telen or: [5-10]%). Only in the possible market for the retail supply of pay AV 
services to MDUs are the shares more moderate, at [20 -30]% (JV: [10 -20]%; 
Telenor: [10-20]%).127 Based on market shares shown in Table 14 by subscribers, 
the Parties would have a combined market position above 20% also in the market 
for (i) the retail supply of AV services for MDUs, irrespective of a segmentation 
in basic and premium, either including or excluding non- linear OTT players; and 
(ii) the retail supply of AV services segmented for SDUs, irrespective of a 
segmentation in basic and premium, either including or excluding non- linear OTT 
players. The JV would have a combined market position above 20% exclusively, 
in the markets of the retail supp ly of AV services for SDUs, irrespective of a 
segmentation in basic and premium, either including or excluding non- linear OTT 
players.  
(166)  However, when looking by subscribers, the Parties would have more limited 2018 
market shares. Based on 2018 figures, the Parties will hold a market share by 
volume of (i) [20 -30]% in the overall market for the retail supply of AV services 
excluding non- linear OTT services (JV: [10-20]%, Telenor: [5-10]%), 
(ii) [20 -30]% in the market for the retail supply of basic pay AV services 
(JV: [5-10]%, Telenor: [10 -20]%, Viaplay: [5-10]%), and [20 -30]% when 
excluding non- linear OTT services (JV: [5-10]%, Telenor: [10-20]%), 
(iii) [20 -30]% in the market for the retail supply of premium pay AV services 
excluding non- linear OTT services (JV: [10 -20]%, Telenor: [0 -5]%), 
(iv) [20 -30]% in the market for the retail supply of AV services for SDUs 
excluding non- linear OTT services (JV: [20 -30]%, Telenor: [5 -10]%).128 Based 
on market shares shown in Table 14 by subscribers, the Parties would ha ve a 
combined market position above 20% also in the market segments for (i) the retail 
supply of basic AV services for SDUs ( [30-40]%), (ii) the retail supply of basic 
                                                 
126  See market shares for all pos sible market segments in Section 6.2.1.2.(B) where the combined market 
shares of the Parties or the JV is above 20%..  
127  In an alternative scenario presented by the Notifying Parties, where all dual analogue -digital subscribers 
are allocated to the MDU seg ment, the JV’s market share for the retail supply of pay AV services for 
SDUs would be [30-40]%. 
128  In an alternative scenario presented by the Notifying Parties, where all dual analogue -digital subscribers 
are allocated to the MDU segment, the JV’s market  share for the retail supply of pay AV services for 
SDUs would be [10-20]%, and [30-40]% when excluding non -linear OTT services.  
 
 
52 AV services for SDUs, excluding non- linear OTT players ( [30-40]%), (iii) the 
retail supp ly of premium AV services for SDUs, excluding non- linear OTT 
players ( [20-30]%). The JV would have a combined market position above 20% 
exclusively in the market segments for (i) the retail supply of basic AV services 
for SDUs, excluding non- linear OTT pla yers ( [20-30]%), (iii) the retail supply of 
premium AV services for SDUs, excluding non -linear OTT players ([20 -30]%).  
(167)  Considering the hypothetical market including non-linear OTT services, OTT 
players would exercise a competitive constraint on the Partie s and the JV. In this 
respect, it is notable that in Sweden there would remain post -Transaction 
numerous OTT players who would constrain the JV, namely Netflix and HBO 
Nordic as well as new entrants Disney+ whose OTT service is expected to launch 
in the se cond half of 2020 in the Nordics. In addition, the market investigation 
indicated that the share of OTT, as well as IPTV, is growing rapidly in Sweden, 
as the share of linear TV watching is decreasing and the share of non- linear 
watching is increasing.  
(168)  However, even considering the hypothetical market excluding non- linear OTT 
services, the Transaction would not significantly increase the Parties’ market 
position. In the MDU segment, Viasat was scarcely present with approximately 
[…] subscribers, corresponding to a market share of [0 -5]% under the narrowest 
product market definition of the market for the retail supply of retail AV services 
for MDUs excluding non- linear. In the SDU segment, the Parties will have a 
higher combined market share of [30 -40]% in t he market for the retail supply of 
AV services for SDUs excluding non- linear OTT services. However, in such 
market segment alternative providers would remain active including Telia, Tele2 
and other providers of retail AV services through fibre. First, similarly to Telenor, 
Telia and Tele2 are also active in the market for the retail supply of fixed internet 
access and mobile telecommunications services. Second, as indicated above at 
paragraph 157, in Sweden there is a trend of switching to fibre -based technology. 
Such trend is partly driven by the “open fibre” model prevalent in Sweden.129 
Open fibre networks reach approximately 1.5 million households in Sweden. 
Telenor estimates that approximately [60 -70]% of the open fibre network is 
owned by municipalities, approximately [20-30]% by Telia, approximately 
[10-20]% by IP -Only and approximately [0-5]% of the network by Telenor. 
Therefore, the Commission considers that alternative operators and technologies 
to provide retail AV services would remain under the nar rowest product market 
definition.  
(169)  Third, several alternative suppliers of retail AV services, in particular Tele2 and 
Telia, would remain active in any possible affected markets for the retail supply 
of AV services in Sweden. In the market for the retail s upply of pay AV services, 
they would have a 2018 market share by value of [20-30]% and [10-20]%, 
respectively.130 Telia is a well established telecommunications and media 
company with a strong presence in the Nordic region. A majority of respondents 
                                                 
129  The fibre network in Sweden has a specific characteristic of being either 'open' or ‘closed’. In particular, 
the service lev els for the wholesale provision of broadband access services on the open fibre network are 
'open' to different providers and ultimately allow ISPs to provide broadband services to end customers 
without having ownership or control over the respective fibre network. Form CO, paragraph 572.  
130  See market shares for alternative providers for all possible market segments in Section 6.2.1.2.(B).  
 
 
53 to the m arket investigation in Sweden considered that sufficient competing 
providers will continue to exert a constraint on the JV post -Transaction.131 
(170)  Fourth, the trend noted above in paragraph 157 of increasing roll -out of fibre is 
providing a growing proportion of Swedish households with access to high- speed 
broadband services that are needed for the quality viewing of OTT services. It is 
notable that the share of Swedish households that had access to broadband with 
download speeds in excess of 100 Mbps was 18% in 2018 with less than 0.1% of 
households with access to download speeds not exceeding 10Mbps.132 There is 
also an observable increase in OTT subscribers in Sweden, growing from around 
3 million in 2015 to around 5 million in 2019.133 This infrastructural framew ork, 
with growing fibre services that are making high quality OTT consumption 
possible, will likely enhance the competitive pressure exerted by OTT players in 
Sweden in the coming years. Therefore, regardless of the precise product market 
definition, the c ompetitive pressure exerted by OTT players on the JV will be 
enhanced in the coming years, exercising an increased constraint on the JV. 
6.3.4. Horizontal non- coordinated effects in the retail supply of AV services in Finland  
(171)  Telenor is active in the retail supply of AV services in Finland via DTH through 
its wholly owned subsidiary, Canal Digital (which will be contributed to the JV), 
and via cable, IPTV and OTT through its wholly owned subsidiary, DNA (which 
will not be contributed to the JV). NENT is active in the retail supply of AV 
services in Finland via DTH through its wholly owned business, Viasat (which 
will be contributed to the JV), and OTT through Viaplay (which will not be 
contributed to the JV).  
6.3.4.1. The Notifying Parties’ view  
(172)  The Notifying Parties submit  that the Transaction does not raise competition 
concerns on the basis of any plausible definition of the relevant product market in 
Finland for the reasons set out below. 
(173)  First, the Notifying Parties submit that the JV will have a limited presence in TV 
distribution in Finland, with a market share in the overall market of less than 
[0-5]% (by subscribers). The overlap between the Parties' contributions to the JV 
would be de minimis . In addition, the Transaction would result in a MHHI of 
2,398 with a merger  increment of negative 31 ( -31). 
(174)  Second, the Notifying Parties argue that the JV will face fierce competition from 
a wide range of AV distributors active in Finland across multiple distribution 
platforms, including Digita, DNA, Telia, Elisa, and a plethora  of linear and non -
linear OTT services.  
(175)  Third, the Notifying Parties submit that (i) the Transaction would not give rise to 
any affected markets in Finland when considering market shares by subscribers, 
and (ii) even taking into account market shares by re venue, the JV’s market share 
                                                 
131  Responses to questionnaires Q3 to retail suppliers of AV services in Sweden, and Q4 to TV broadcasters 
in Sweden, question F.5.  
132 Form CO, paragraph 701.  
133 Form CO, Figure 20.  
 
 
54 would exceed 20% only in the possible market for the retail supply of pay AV 
services for SDUs (excluding non- linear OTT services).134 
6.3.4.2. The Commission’s assessment  
(176)  The Commission considers that the Transaction does not give rise t o serious 
doubts as to its compatibility with the internal market as a result of horizontal 
effects on the market for the retail supply of AV content in Finland, or any 
possible narrower affected markets, for the following reasons.  
(177)  First, the Parties would  have a modest market position in the following possible 
affected markets for the retail supply of AV services in Finland.135 Based on 2018 
figures, the Parties will hold a market share by value of (i) [20 -30]% in the market 
for the retail supply of pay AV s ervices (JV: [5 -10]%, Telenor: [10 -20]%, 
NENT:  [5-10]%), and [20 -30]% when excludi ng non -linear OTT services 
(JV: [10-20]%, Telenor: [10 -20]%), (ii) [20 -30]% in the market for the retail 
supply of pay AV services for MDUs (JV: [0 -5]%, Telenor: [10-20]%, 
NENT: [5-10]%), and [20 -30]% when excludi ng non -linear OTT services 
(JV: [0-5]%, Telenor [20 -30]%), and (iii) [20 -30]% in the market for the retail 
supply of premium pay AV services to SDUs excluding non -linear OTT services 
(JV: [20 -30]%, Telenor: [0-5]%). 
(178)  By subscribers, the Parties would also have a modest market position, when 
looking at 2018 market shares by volume in the following possible affected 
markets: (i) [20-30]% in the overall market for the retail supply of AV services 
excluding non- linear OTT services (JV: [0 -5]%, Telenor: [10 -20]%), 
(ii) [20 -30]% in the market for the retail supply of pay AV services (JV: [0 -5]%, 
Telenor: [10-20]%, NENT: [0 -5]%), (iii) [20 -30]% in the market for the retail 
supply of pay AV services for MDUs (JV: [0 -5]%, Telenor : [20-30]%, 
NENT:  [0-5]%), (iv) [10 -20]% in the market for the retail supply of pay AV 
services for SDUs (JV: [5 -10]%, Telenor: [0-5]%, NENT:  [5-10]%), and 
[10-20]% when excluding non- linear OTT services (JV: [10 -20]%, 
Telenor:  [5-10]%), and (v) [10 -20]% in the market for the retail supply of 
premium pay AV services to SDUs excludi ng non- linear OTT services 
(JV: [10-20]%, Telenor: [0-5]%). 
(179)  The Parties would have a higher market share by value of (i) [30 -40]%, in the 
possible market for the retail supply of pay AV services for SDUs (JV: [10 -20]%, 
Telenor: [0-5]%, NENT: [5 -10]%), and [30 -40]% when excluding non- linear 
OTT services (JV: [30 -40]%, Telenor: [0 -5]%), (ii) [30 -40]% in the market for 
the retail supp ly of basic pay TV services (JV: [5 -10]%, Telenor: [20 -30]%, 
NENT: [5-10]%), and [30 -40]% excluding non- linear OTT providers 
(JV: [5-10]%, Telenor: [20 -30]%), (iii) [30 -40]% in the market for the retail 
supply of basic pay AV services to MDUs (JV: [0 -5]%, Telenor: [20-30]%, 
NENT: [0-5]%), and [20 -30]% when excludi ng non -linear OTT services 
(JV: [0-5]%, Telenor: [20 -30]%), and (iv) [50 -60]% in the market for the retail 
supply of basic pay AV services to SDUs (JV: [30 -40]%, Telenor: [5 -10]%, 
NENT: [10-20]%), and [50-60]% when excluding non- linear OTT services 
                                                 
134 Form CO, paragraphs 894, 895 and 906, and Table 62.  
135  See market shares for all possible market segments in Section 6.2.1.3.(B) where the combined market 
shares of the Parties or the JV is above 20%..  
 
 
55 (JV: [40-50]%, Telenor: [10-20]%). The Parties would also have a higher market 
share by volume of (i) [20 -30]% in the market for the retail supply of pay AV 
services excluding non- linear OTT (JV: [0-5]%, Telenor: [20-30]%), 
(ii) [30 -40]% in the market for the retail supply of basic pay TV services 
(JV: [0-5]%, Telenor: [30 -40]%, NENT: [5 -10]%), and [30 -40]% when excluding 
non-linear OTT services (JV: [0 -5]%, Telenor: [30 -40]%), (iii) [30 -40]% in the 
market  for the retail provision of pay TV services for MDUs excluding non- linear 
OTT services (JV: [0 -5]%, Telenor: [30 -40]%), (iv) [30 -40]% in the market for 
the retail supply of basic pay AV services to MDUs (JV: [0 -5]%, 
Telenor:  [30-40]%, NENT: [0 -5]%), and [30 -40]% when excluding non- linear 
OTT services (JV: [0 -5]%, Telenor: [30 -40]%), and (v) [40 -50]% in the market 
for the retail supply of basic pay AV services to SDUs (JV: [10 -20]%, 
Telenor:  [5-10]%, NENT: [20 -30]%), and [20 -30]% when excluding non- linear 
OTT services (JV: [10 -20]%, Telenor: [10 -20]%). 
(180)  Considering the hypothetical market including non- linear OTT services, OTT 
players would exercise a competitive constraint on the Parties and the JV. In this 
respect, it is notable that in Finland there would  remain post -Transaction 
numerous OTT players who would constrain the JV, namely Netflix and HBO 
Nordic as well as new entrants Disney+ whose OTT service is expected to launch 
in the second half of 2020 in the Nordics. In addition, the market investigation 
indicated that the share of OTT, as well as IPTV, is growing rapidly in Finland, as 
the share of linear TV watching is decreasing and the share of non -linear 
watching is increasing.136  
(181)  However, even considering the hypothetical market excluding non- linear OTT 
services, the Transaction would not significantly increase the Parties’ market 
position. The Commission notes that Telenor and Canal Digital were already part 
of the same economic entity, before the Transaction, and the merger specific 
increment is lim ited to the […] subscribers brought by Viasat, corresponding to a 
market share of maximum [0-5]% by revenue and [0 -5]% by subscriber under the 
narrowest product market definition.  
(182)  Second, the JV would have a limited market position in most of the possible  
affected markets for the retail supply of AV services in Finland. Based on 2018 
figures, the JV will hold a market share by value of (i) [5 -10]% in the market for 
the retail supply of pay AV services, and [10 -20]% when excluding non- linear 
OTT services, ( ii) [5-10]% in the market for the retail supply of basic pay AV 
services, and [5 -10]% when excluding non- linear OTT services, (iii) [0-5]% in 
the market for the retail supply of pay AV services for MDUs, and [0 -5]% when 
excluding non- linear OTT services, ( iv) [10-20]% in the market for the retail 
supply of pay AV services for SDUs, (v) [0 -5]% in the market for the retail 
supply of basic pay AV services to MDUs, and [0-5]% when excluding non- linear 
OTT services, and (vi) [20 -30]% in the retail supply of prem ium pay AV services 
to SDUs excluding non- linear OTT services.  
(183)  By subscribers, the JV would have even more limited 2018 market shares. Based 
on 2018 figures, the JV will hold a market share by volume of (i) [0 -5]% in the 
overall market for the retail suppl y of AV services excluding non- linear OTT 
services, (ii) [0 -5]% in the market for the retail supply of pay AV services, and 
                                                 
136  See Digita’s response to questionnaire Q5 to retail suppliers of AV services in Finland, question C.10.1.  
 
 
56 [0-5]% when excluding non- linear OTT services, (iii) [0 -5]% in the market for 
the retail supply of basic pay AV services, and [0 -5]% when excluding non- linear 
OTT services, (iv) [0 -5]% in the market for the retail supply of pay AV services 
for MDUs, and [0 -5]% when excluding non- linear OTT services, (iv) [5 -10]% in 
the market for the retail supply of pay AV services for SDUs, and [10 -20]% when 
excluding non- linear OTT services, (vii) [0 -5]% in the market for the retail supply 
of basic pay AV services to MDUs (including or excluding non- linear OTT 
services), (vii) [10 -20]% in the market for the retail supply of basic pay AV 
services to S DUs, and [10-20]% when excluding non- linear OTT services, and 
(viii) [10-20]% in the market for the retail supply of premium pay AV services to 
SDUs excluding non- linear OTT services.  
(184)  The JV would have a higher market share by value, of (i) [30 -40]%, in th e 
possible market for the retail supply of pay AV services for SDUs excluding non-
linear OTT services, and (ii) [30 -40]% in the retail supply of basic pay AV 
services to SDUs, and [40 -50]% when excluding non- linear OTT services. 
Nevertheless, for the reaso ns set out above in paragraph 180, the Commission 
considers that regardless of the precise product market definition, the competitive 
pressure exerted by OTT players on the JV will be enhanced in the coming years, 
thereby exercising an increased constraint  on the JV. 
(185)  Third, several alternative suppliers of retail AV services, in particular Telia and 
Elisa would remain active in any possible affected markets for the retail supply of 
AV services in Finland. In the market for the retail supply of pay AV services, 
they would have a 2018 market share by value of [10 -20]% and [10 -20], 
respectively.137 Telia is a well established telecommunications and media 
company with a strong presence in the Nordic region. Elisa is also a strong 
vertically integrated Finnish player.  
6.3.5. Horizont al non- coordinated effects in the retail supply of AV services in Denmark 
(186)  In Denmark, Telenor is active in the retail supply of AV services in Denmark via 
DTH through its wholly owned subsidiary, Canal Digital (which will be 
contributed to the JV). NENT is  active in the retail supply of AV services in 
Denmark via DTH through its wholly owned business, Viasat (which will be 
contributed to the JV), and OTT through Viaplay (which will not be contributed 
to the JV).  
(187)  The combined market position of the JV will be below 20% under any possible 
market segmentation of the market for the retail supply of AV services except for 
the market for the retail supply of premium AV services for SDUs excluding non-
linear OTT services, where the Parties will have a combined mark et shares of 
[20-30]% by subscribers and [20 -30]% by revenue, and the market for the retail 
supply of basic AV services for SDUs, where the Parties would have a combined 
market shares by subscribers of [20 -30]%, of which the JV, [5 -10]% and NENT 
[10-20]% (based on 2018).  
                                                 
137  See market shares for alternative providers for all possible market segments in Section 6.2.1.3.(B).  
 
 
57 6.3.5.1. The Notifying Parties’ view  
(188)  The Notifying Parties submit that the Transaction does not raise competition 
concerns on the basis of any plausible definition of the relevant product market in 
Denmark for the reasons set out below.  
(189)  First, the Notifying Parties submit that the JV will have a limited presence in TV 
distribution in Denmark.  
(190)  Second, the Notifying Parties argue that the JV will face fierce competition from 
a wide range of AV distributors active in Denmark across multiple distribu tion 
platforms, including TDC and Stofa, and a plethora of linear and non- linear OTT 
services.  
6.3.5.2. The Commission’s assessment  
(191)  The Commission considers that the Transaction does not give rise to serious 
doubts as to its compatibility with the internal market a s a result of horizontal 
effects on the market for the retail supply of AV content Denmark, or any 
possible narrower affected markets, for the following reasons.  
(192)  First, in the market for the retail supply of basic AV services for SDUs, the 
Parties would ha ve a combined market shares by subscribers of [20 -30]%, of 
which the JV, [5 -10]% and NENT [10-20]% (based on 2018). The Commission 
considers that the increment brought by the Transaction is limited to Canal 
Digital’s market share of [5 -10]% by subscribers, and several alternatives would 
remain including TDC, Stofa and Waoo! with market shares of respectively 
[20-30]%, [10- 20]% and [10 -20]%. 
(193)  Second, the Parties would have a modest market position in the possible affected 
market for the retail supply of premium AV services for SDUs excluding non -
linear OTT services in Denmark. Based on 2018 figures, the Parties will hold a 
market share by value of [20 -30]% by subscribers and [20 -30]% by revenue in 
this market.138 As neither Telenor nor NENT would be active in th is possible 
affected market, the JV would hold a similar market share by value of [20 -30]% 
by subscribers and [20 -30]% by revenue. 
(194)  Third, the increment brought by the transaction is limited to the […] subscribers 
brought by Canal Digital, corresponding to a market share of [0 -5]% by revenue 
and [0-5]% by subscribers in the market for the retail supply of premium AV 
services for SDUs, excluding non- linear OTT players.  
(195)  Fourth, several alternative providers would remain available including but not 
limited to T elia, TDC, Stofa and Waoo! with market shares by subscribers of 
respectively [20-30]%, [5 -10]%, [5 -10]% and [5 -10]%.139 
                                                 
138  See market shares for all po ssible market segments in Section 6.2.1.4.(B) where the combined market 
shares of the Parties or the JV is above 20%..  
139  RFI 16, Annex 1.  
 
 
58 6.3.6. Conclusion  
(196)  In light of the foregoing, the Commission considers that the Transaction does not 
give rise to serious doubts as to its compati bility with the internal market as a 
result of horizontal effects on the markets for the retail supply of AV content in 
Norway, Sweden, Finland and Denmark.  
6.4. Non-horizontal assessment  
6.4.1. Introduction  
(197)  A merger between companies which operate at different levels of the supply chain 
may significantly impede effective competition if such merger gives rise to 
foreclosure.140 Foreclosure occurs where actual or potential competitors' access to 
supplies or markets is hampered or eliminated as a result of the merger, ther eby 
reducing those companies' ability and/or incentive to compete.141 Such 
foreclosure may discourage entry or expansion of competitors or encourage their 
exit.142 
(198)  The Non- Horizontal Merger Guidelines distinguishes between two forms of 
vertical foreclosure. In put foreclosure occurs where the merger 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.143  
(199)  In addition, conglomerate mergers are mergers between firms that are in a 
relationship which is neither purely horizontal (as competitors in the same 
relevant market) nor vertical (as supplier and customer). In pract ice, the focus is 
on mergers between companies that are active i n closely related markets 
(e.g. mergers involving suppliers of complementary products or of products 
which belong to a range of products that is generally purchased by the same set of 
customer s for the same end use).144 
6.4.1.1. Input foreclosure  
(200)  Pursuant to the Non- Horizontal Merger Guidelines, input foreclosure arises 
where, post -merger, the new entity would be likely to restrict access to the 
products or services that it would have otherwise supplied absent the merger, 
thereby raising its downstream rivals' costs by making it harder for them to obtain 
supplies of the input under similar prices and conditions as absent the merger.145 
(201)  For input foreclosure to be a concern, the vertically integrated firm sho uld have a 
significant degree of market power in the upstream market. Only when the 
merged firm has such a significant degree of market power, can it be expected 
that it will significantly influence the conditions of competition in the upstream 
                                                 
140 Non-Horizontal Merger Guidelines, paragraphs 17 -18. 
141 Non-Horizontal Merger Guidelines, paragraph 18.  
142 Non-Horizontal Merger Guidelines, paragraph 29.  
143 Non-Horizontal Merger Guidelines, paragraph 30.  
144  Non-Horizontal Merger Guidelines, paragraph 91.  
145 Non-Horizontal Merger Guidelines, paragraph 31.  
 
 
59 market and thus, possibly, the prices and supply conditions in the downstream 
market.146 
(202)  In assessing the likelihood of an anticompetitive input foreclosure scenario, the 
Commission examines, first, whether the merged entity would have, post -merger, 
the ability to subs tantially foreclose access to inputs, second, whether it would 
have the incentive to do so, and third, whether a foreclosure strategy would have a 
significant detrimental effect on competition downstream.147 
6.4.1.2. Customer foreclosure  
(203)  Pursuant to the Non-Horizontal Merger Guidelines, customer foreclosure may 
occur when a supplier integrates with an important customer in the downstream 
market and because of this downstream presence, the merged entity may foreclose 
access to a sufficient customer base to  its actual or potential rivals in the upstream 
market (the input market) and reduce their ability or incentive to compete, which 
in turn, may raise downstream rivals' costs by making it harder for them to obtain 
supplies of the input under similar prices and conditions as absent the merger. 
This may allow the merged entity profitably to establish higher prices on the 
downstream market.148 
(204)  For customer foreclosure to be a concern, a vertical merger must involve a 
company which is an important customer with a significant degree of market 
power in the downstream market. If, on the contrary, there is a sufficiently large 
customer base, at present or in the future, that is likely to turn to independent 
suppliers, the Commission is unlikely to raise competition concerns on that 
ground.149 
(205)  In assessing the likelihood of an anticompetitive customer foreclosure scenario, 
the Commission examines, first, whether the merged entity would have the ability 
to foreclose access to downstream markets by reducing its purchases fro m its 
upstream rivals, second, whether it would have the incentive to reduce its 
purchases upstream, and third, whether a foreclosure strategy would have a 
significant detrimental effect on consumers in the downstream market.150 
6.4.1.3. Conglomerate effects  
(206)  According to the Non- Horizontal Merger Guidelines, in most circumstances, 
conglomerate mergers do not lead to competition problems.151 
(207)  However, foreclosure effects may arise when the combination of products in 
related markets may confer on the merged entity the abil ity and incentive to 
leverage a strong market position from one market to another closely related 
market by means of tying or bundling or other exclusionary practices. The Non-
Horizontal Merger Guidelines distinguish between bundling, which usually refers 
                                                 
146 Non-Horizontal Merger Guidelines, paragraph 35.  
147 Non-Horizontal M erger Guidelines, paragraph 32.  
148 Non-Horizontal Merger Guidelines, paragraph 58.  
149 Non-Horizontal Merger Guidelines, paragraph 61.  
150 Non-Horizontal Merger Guidelines, paragraph 59.  
151  Non-Horizontal Merger Guidelines, paragraph 92.  
 
 
60 to the way products are offered and priced by the merged entity152 and tying, 
usually referring to situations where customers that purchase one good (the tying 
good) are required to also purchase another good from the producer (the tied 
good).  
(208)  Tying and bundling as such are common practices that often have no 
anticompetitive consequences. Nevertheless, in certain circumstances, these 
practices may lead to a reduction in actual or potential rivals’ ability or incentive 
to compete. Foreclosure may also take mo re subtle forms, such as the degradation 
of the quality of the standalone product.153 This may reduce the competitive 
pressure on the merged entity allowing it to increase prices.154  
(209)  In assessing the likelihood of such a scenario, the Commission examines, fir st, 
whether the merged firm would have the ability to foreclose its rivals,155 second, 
whether it would have the economic incentive to do so156 and, third, whether a 
foreclosure strategy would have a significant detrimental effect on competition, 
thus causing harm to consumers.157 In practice, these factors are often examined 
together as they are closely intertwined.  
(210)  In order to be able to foreclose competitors, the merged entity must have a 
significant degree of market power, which does not necessarily amount to 
dominance, in one of the markets concerned. The effects of bundling or tying can 
only be expected to be substantial when at least one of the merging parties’ 
products is viewed by many customers as particularly important and there are few 
relevant alterna tives for that product.158 Further, for foreclosure to be a potential 
concern, it must be the case that there is a large common pool of customers, 
which is more likely to be the case when the products are complementary.159 
Finally, bundling is less likely to l ead to foreclosure if rival firms are able to 
deploy effective and timely counter -strategies, such as single- product companies 
combining their offers.160 
(211)  The incentive to foreclose rivals through bundling or tying depends on the degree 
to which this strategy  is profitable.161 Bundling and tying may entail losses or 
foregone revenues for the merged entity.162 However, they may also allow the 
merged entity to increase profits by gaining market power in the tied goods 
                                                 
152  Within bundling prac tices, the distinction is also made between pure bundling and mixed bundling. In the 
case of pure bundling the products are only sold jointly in fixed proportions. With mixed bundling the 
products are also available separately, but the sum of the stand- alone prices is higher than the bundled 
price.  
153  Non-Horizontal Merger Guidelines, paragraph 33.  
154  Non-Horizontal Merger Guidelines, paragraph 93.  
155  Non-Horizontal Merger Guidelines, paragraphs 95 to 104.  
156  Non-Horizontal Merger Guidelines, paragraphs 105 to 110.  
157  Non-Horizontal Merger Guidelines, paragraphs 111 to 118.  
158  Non-Horizontal Merger Guidelines, paragraph 99.  
159  Non-Horizontal Merger Guidelines, paragraph 100.  
160  Non-Horizontal Merger Guidelines, paragraph 103.  
161  Non-Horizontal Merger Guideli nes, paragraph 105.  
162  Non-Horizontal Merger Guidelines, paragraph 106.  
 
 
61 market, protecting market power in the tying good market, or a combination of 
the two.163   
(212)  It is only when a sufficiently large fraction of market output is affected by 
foreclosure resulting from the concentration that the concentration may 
significantly impede effective competition. If there remain effective single -
product players in either market, competition is unlikely to deteriorate following a 
conglomerate concentration.164 The effect on competition needs to be assessed in 
light of countervailing factors such as the presence of countervailing buyer power 
or the likelihood that entry would maintain effective competition in the upstream 
or downstream markets.165  
6.4.2. Possible foreclosure of competing suppliers of retail AV services from accessing 
NENT’s TV channels (input foreclosure)  
6.4.2.1. Norway  
(213)  In Norway, the JV will be active in the retail supply of AV services by combining 
Canal Digital’s DTH business and Viasat’s DTH and IPTV activities. NENT will 
remain active in the wholesale supply of FTA and basic pay TV channels, 
premium pay TV sports channels and premium pay TV non- sports channels. 
NENT would also remain active as retail supplier of AV services through its OTT 
applications, Viaplay. Telenor would also remain active in the retail supply of AV 
services via cable and IPTV through the Telenor brand (which will  not be 
contributed to the JV).166 The merger specific change is the addition of Canal 
Digital’s downstream activities to NENT’s DTH and IPTV service, Viasat.  
(214)  The Commission has assessed the risk that NENT would post -Transaction engage 
in input foreclosure s trategies in Norway by either: (i) total input foreclosure of 
rival providers of retail AV services through the denial of access to NENT’s 
channels; and (ii) partial input foreclosure of rival providers of retail AV services 
through an increase of carriage  fees paid by rival providers to NENT or by 
significantly degrading the quality of channels licensed to rival providers of AV 
services (for example, by removing significant content or ancillary rights). 
(215)  The Commission has assessed the two abovementioned types of input foreclosure 
strategies for all the types of TV channels, which NENT licenses to retail 
providers of AV services in Norway, namely: (i) basic pay -TV channels167, (ii) 
premium pay TV sports channels, and (iii) premium pay TV non- sports channels.  
                                                 
163  Non-Horizontal Merger Guidelines, paragraph 108.  
164  Non-Horizontal Merger Guidelines, paragraph 113.  
165  Non-Horizontal Merger Guidelines, paragraph 114.  
166  Telenor does not offer a standalone OTT service in Norway, but Telenor subscribers have access to a TVE 
service ("T -We"). Paragraph 250, Form CO.  
167 NENT supplies its basic pay TV channels as a package. This conclusion is based on demand and supply 
side factors, which support the v iew that NENT basic pay TV channels should be treated as a package 
product. On the demand side, TV distributors purchase a package of NENT’s basic pay TV channels in 
Norway. [Confidential strategic views of NENTs sales policy and strategy ] See Annex 55, Fo rm CO. On 
the supply side, NENT’s basic pay TV channels are sold by TV distributors to end -customers as packages 
including, not only TV3 but also other basic pay TV channels. Accordingly, the demand and supply side 
analysis of the purchase and supply of NE NT’s basic pay TV channels shows that NENT’s channels 
constitute a package product. The Commission has therefore made its assessment of anticompetitive input 
 
 
62 (216)  For the purpose of its assessment, the Commission has considered, as the more 
likely potential targets of an input foreclosure strategy, the JV’s largest 
competitors in the retail supply of AV services, irrespective of any potential 
market segmentation. On the basis of the market shares presented in Section 
6.2.1.1.(B), in relation to the market for the retail supply of AV services, the main 
targets of a potential foreclosure strategy are the other main TV distributors, 
namely Altibox, RiksTV and Telia.  
(217)  The Commission has conducted its assessment on the basis of all possible 
downstream market definitions. The question as to whether NENT would have 
the ability to undertake a total or partial input foreclosure strategy has therefore 
been undertaken in light of the importance of those channels to TV distributors 
active in the potential markets for which basic pay TV channels and premium pay 
TV channels are acquired.168 The Commission’s assessment of the impact of a 
total or partial foreclosure strategy also applies in respect of the above mentioned 
possible markets for which TV channels are an important input. Since the 
importance of NENT’s TV channels and the likely impact of foreclosure to those 
channels as inputs, is at least as significant on the narrower relevant markets as it 
is on the broader market for the retail provision of AV services, the Commission 
hereafter, in this section, refers to the ‘retail supply of AV services’ or ‘retail AV 
services’ as shorthand for all possible markets comp rising the retail s upply of 
(i) AV services (ii) linear pay AV services, (iii) linear basic pay AV services 
(iv) linear premium pay AV services, (v) a ll possible markets (i) to 
(iv) segmented into MDU and SDU.  
(218)  In Section 6.1.1, the Commission considered that the question whe ther Telenor 
and NRK belong to the same economic unit or whether they make up separate 
economic units with an independent power of decision can be left open as the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market r egardless of the answer to this question.169 In particular, as regard to a 
potential vertical relationship between NRK and the JV, the Commission 
considers that the Transaction does not raise serious doubts as to its compatibility 
with the internal market fo r the following reasons.  
(219)  First, for the purpose of the assessment of this Decision, the Commission does not 
consider NRK as a commercial broadcaster like NENT. NRK supplies 
exclusively FTA channels and, differently from NENT, it does not supply pay TV 
channels to providers of retail AV services. NRK is Norway’s national public 
                                                                                                                                                      
foreclosure considering NENT’s basic pay TV channels as a package therefore including all different 
genres of basic pay TV channels supplied by NENT in the market.  
168  Basic pay TV channels are acquired as an input for the markets for the retail  supply of (i) AV services 
(ii) linear pay AV services, (iii) linear basic pay AV services (iv) all possible m arkets (i) to (iii) segmented 
into MDU and SDU. Premium pay TV channels are acquired as an input for the markets for the retail 
supply of (i) AV services (ii) linear pay AV services, (iii) linear premium pay AV services (iv) all possible 
markets (i) to (ii i) segmented into MDU and SDU.  
169  The Notifying Parties indicate that, in such hypothetical scenario, the Transaction would not have an 
impact on any markets where NRK would be also active. In the market for the wholesale supply of TV 
channels, the Notify ing Parties consider any input foreclosure concern, whereby NRK would refuse to 
supply or supply its channels at worse terms, as unwarranted. First, NRK’s channels are subject to certain 
“must -carry” obligations. Second, pre -Transaction, NRK was already di stributing its channels broadly. 
Third, Norwegians are obliged to pay for public service broadcasting via a mandatory additional income 
tax, meaning that it would be politically unacceptable (in fact, inconceivable) for the Norwegian State to 
limit access to NRK's channels or otherwise degrade the quality of NRK channels to certain distributors.  
 
 
63 broadcaster. NRK’s FTA TV channels are subject to a “must -carry” obligation170 
and, differently from other TV broadcasters, including NENT, NRK is not 
dependent on advertising revenues  and carriage fees from TV distributors, 
because it is funded by governmental taxation. NRK’s FTA TV channels are 
available to all retail suppliers of AV services via all type of distribution, 
including OTT.171  
(220)  Second, Norwegians are obliged to pay for NRK’ s public service broadcasting via 
a mandatory additional tax. The Commission does not consider likely that 
distribution of NRK’s TV channels would be limited for customers of competing 
providers of retail AV services, for example by limiting FTA distributi on, while 
they would still be obliged to pay a tax to receive such channels.  
(221)  Third, the Commission considers that end customers might still access NRK’s 
content and channels through NRK’s retail OTT AV service, NRKTV.  
(222)  Moreover, the Transaction does not ma terially change the incentive to implement 
a foreclosing strategy. Pre -Transaction, NRK was active as FTA supplier with a 
market share by volume of approximately [40- 50]% in the market for the 
wholesale supply of FTA and Basic pay TV channels. In the downs tream market, 
in 2018 Telenor and Canal Digital have a combined market share of [40- 50]% 
(Telenor: [20-30]%, Canal Digital: [10-20]%) in the market for the retail supply 
of AV services, excluding non- linear where NRK’s channels could be used as an 
input. P ost-Transaction, Telenor will exclusively have a market share of [20 -30]% 
combined with a joint (50%) ownership in the JV with a market share of 
[20-30]%.  
(223)  Finally, the Commission considers that NRK was already vertically integrated 
pre-Transaction172, and i t did not engage into any type of foreclosure strategy vis -
à-vis competing providers of retail AV services, such as Telia and Altibox.  
(A) The Notifying Parties’ view  
(224)  The Notifying Parties argue that the Transaction will not give NENT the ability 
and incentive  to engage in input foreclosure in Norway. Pre -Transaction, NENT 
is already vertically integrated as a supplier and distributor of TV channels. Post -
Transaction, NENT will remain active as a supplier of TV channels but NENT’s 
vertical integration will be reduced with the transfer of its 100% owned entity, 
Viasat Consumer, into a joint venture 50% co- owned with Telenor.  
(225)  With respect to NENT’s ability to undertake an input foreclosure strategy, the 
Notifying Parties consider that NENT [Confidential strategic views of NENTs 
sales policy and strategy ]. 
(226)  Even if NENT had the ability to engage in an input foreclosure strategy by 
preventing rival TV distributors from offering its TV channels to their customers, 
the Notifying Parties submit the Transaction does not i ncrease incentives for input 
foreclosure of NENT’s channels from rival distributors. […].   
                                                 
170  Form CO, paragraph 345.  
171  NRK offers its own retail AV OTT service, NRKTV.  
172  NRK has a 50% share in RiksTV, a provider of retail AV services through DTT techn ology.  
 
 
64 (227)  Even if NENT would have the ability and incentive to engage in an input 
foreclosure strategy, the Notifying Parties submit that such strategy would not 
have any sig nificant detrimental effect on effective competition. […].173 […]  
(B) The Commission’s assessment  
(228)  The Commission’s assessment of anticompetitive input foreclosure, in light of the 
results of the market investigation, is set out in the following paragraphs. For this 
purpose, consistent with paragraph 32 of the Non- Horizontal Merger Guidelines, 
in relation to each of these practices, the Commission examines, (i) whether the 
NENT would have, post -merger, the ability to foreclose access to inputs, (ii) 
whether it wou ld have the incentive to do so, and (iii) whether a foreclosure 
strategy would have a significant detrimental effect on competition in the 
downstream markets.  
a. Ability to engage in input foreclosure  
(229)  For the reasons set out below, first, the Commission ca nnot exclude that NENT 
may have the ability to engage in total or partial input foreclosure of its basic pay 
TV channels in Norway; second, the Commission considers that NENT will likely 
have the ability to engage in total or partial input foreclosure of its premium pay 
TV sports channels in Norway; third, the Commission considers that NENT will 
not have the ability to engage in total or partial input foreclosure of its premium 
non-sports pay TV channels in Norway 
(230)  First, the Commission assesses whether NENT  would have a significant degree of 
market power in the upstream market for the wholesale supply of TV channels, 
including all possible sub- segments and whether NENT’s TV channels can be 
considered an important input within the meaning of the Non- Horizonta l Merger 
Guidelines.174  
(231)  Table 31, reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Norway in 
2018 by share of viewing. NENT’s market share in 2018 was respectively 
[5-10]% fo r the wholesale supply of combined FTA/pay TV channels, and 
[10-20]% for the wholesale supply of pay TV channels and [10 -20]% for the 
wholesale supply of basic pay TV channels, and [20 -30]% for the wholesale 
supply of premium pay TV channels, and [20 -30]% for the wholesale supply of 
premium pay TV sports channels, and [30 -40]% for the wholesale supply of 
premium pay TV non- sports channels.  
                                                 
173  M.9064 – Telia / Bonnier Broadcasting Holding, interim text of the non -confidential version of the 
commitments, available at:  
https://ec.europa.eu/competition/mergers/cases/additional_data/m9064_3342_3.pdf  
174 Non-Horizontal Merger Guidelines, para graph 35. For input foreclosure to be a concern, a vertically 
integrated entity must have a significant degree of market power in the upstream market. It is only in those 
circumstances that the entity can be expected to have significant influence on the co nditions of 
competition in the upstream market and thus, possibly, on prices and supply conditions in the downstream 
market.  
 
 
65 Table 31: Market shares in 2018  
in the market for the wholesale supply of pay TV channels by share of viewing  
 Wholesale 
supply of 
FTA and 
pay-TV 
channels  Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
FTA and 
basic pay -
TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [5-10] [10-20] [5-10] [10-20] [20-30] [20-30] [30-40] 
TV2 
Norge  [20-30] [30-40] [20-30] 
[40-50] [70-80] [70-80] [50-60] 
Discovery  [10-20] [30-40] [10-20] [30-40] - - - 
Others  [40-50] [10-20] [40-50] [10-20] - - - 
Source: Form CO, Annex 68.  
(232)  Table 32, reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Norway in 
2018 by value . NENT’s market share in 2018 was respectively [10 -20]% for the 
wholesale supply of pay TV channels and [5 -10]% for the wholesale supply of 
basic pay TV channels, and [30 -40]% for the wholesale supply of premium pay 
TV channels, and [40 -50]% for the wholesale supply of premium pay TV sports 
channels, and [20 -30]% for the wholesale supply of premium pay TV non- sports 
channels.  
Table 32: Market shares in 2018  
in the market for the wholesale supply of TV channels by value  
 Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [10-20] [5-10] [30-40] [40-50] [20-30] 
TV2 
Norge  [50-60] [50-60] [50-60] [50-60] [70-80] 
Discovery  [20-30] [30-40] - - - 
Others  [5-10] [5-10] [0-5] [0-5] - 
Source: Form CO, Annex 68.  
(233)  With reference to NENT’s FTA/basic pay TV channels, the Commission notes 
that NENT is the third largest broadcaster in the market for the wholesale supply 
of basic pay TV channels with a market share of [10 -20]% by volume and 
[5-10]% by value. The clear ma rket leader is TV2 Norge with market share by 
value and volume of respectively [30 -40]% and [50 -60]%, followed by Discovery 
with shares of respectively [30 -40]% and [30 -40]%. 
(234)  With reference to NENT’s premium pay TV sports channels, the Commission 
considers  that, based on the above market shares, there is an indication that 
NENT has a significant market position in market for the wholesale supply of 
premium pay TV sports channels in Norway. The only other broadcaster that 
comes anywhere close to the position  of NENT is TV2 Norge.  
(235)  With reference to NENT’s premium pay TV non -sports channels, the 
Commission considers that, based on the above market shares, there is an 
indication that NENT has a significant market position in market for the 
 
 
66 wholesale supply of premium pay TV non- sports channels in Norway. The only 
other broadcaster that comes anywhere close to the position of NENT is TV2 
Norge.  
(236)  Second, in order to determine the importance of NENT’s pay TV channels for TV 
distributors, the Commission, in line with past cases175, analyses in addition to the 
relevant market shares (i) the proportion of end users who watch the NENT’s TV 
channel (i.e., audience reach) and (ii) the views of market participants on the 
importance of the NENT’s TV channels for AV distribution businesses.  
(237)  With reference to NENT’s basic pay TV channels, NENT is supplying the third 
most important basic pay TV channel in Norway, TV3 with a reach of 
[50-60]%.176 The other most important channels by reach are TV2 Norge supplied 
by TV2 Norge with a reach of [80 -90]% and TVN supplied by Discovery with a 
reach of [60 -70]%. In addition, NENT distributes two other basic pay TV 
channels, TV6 and Viasat4. [ Confidential information about NENT’s distributors 
and sales strategy ].  
(238)  With reference to NENT’s premium pay TV sports channels, NENT is supplying 
the fourth most important premium pay TV channel in Norway, Viasport1 with a 
reach of [0 -5]%.177 The other most important channels by reach are all supplied 
by TV2 Norge with a reach of [10 -20]%.  
(239)  With reference to NENT’s premium pay TV non -sports channels, none of 
NENT’s channels is among the top five providers of premium pay TV channel in 
Norway.178  
(240)  Third, the Commission has analysed the views of market participants on the 
importance of NENT’s pay TV channels for retail suppliers of AV services since 
all competing providers of linear retail AV services are acquiring channels from 
NENT.179 [Confidential information about NENT’s distributors and sales 
strategy ].180 
(241)  With reference to NENT’s b asic pay TV channels, respondents consider the 
channels TV3, TV6 and Viasat 4 as important to compete in the retail market. The 
three channels are important for the number of viewership, reach or availability of 
sport content.181  
(242)  With reference to NENT’s pr emium pay TV sports channels, r espondents 
consider the channels Viasport+, Viasport 1, EsportsTV as important to compete 
in the retail market. Those channels carry unique sport content, such as 
Champions League which respondents consider as relevant from a  viewer’s 
perspective. Respondents did not consider any premium pay TV non- sports 
channels as important due to the availability of substitutes or since they are based 
                                                 
175  M.9064 – Telia / Bonnier Broadcasting Holding, recital 500.  
176  Form CO, Annex 38.  
177  Form CO, Annex 38.  
178  Form CO, Annex 38.  
179  Responses to questionnaire Q1 to retail suppliers of AV services in Norway , question E.1.  
180  Form CO, Annex 55  
181  Responses to questionnaires Q1 to retail suppliers of AV services in Norway and Q2 to TV broadcasters 
in Norway , question E.4.  
 
 
67 on irrelevant content. One respondent also noted the availability of several 
subscription  video on demand services such as Prime Video, Netflix, Viaplay, 
Apple TV+ and Disney+ (not yet launched in Norway but expected to launch this 
year) and others which offer high quality premium non- sports content. 182 
(243)  Fourth, with reference to the technical a bility to implement any foreclosure 
strategy, most respondents to the market investigation indicate that NENT post -
Transaction could either stop licensing certain of its TV channels or degrade the 
terms and conditions at which it licenses its TV channels.183 One respondent 
considers that NENT could decide to limit the offering of certain channels (for 
example premium sport pay TV channels) or certain distribution rights. Another 
respondent notes that NENT would pursue a strategy to bypass distributors and 
have direct relationship with the customers.  
(244)  In addition, with reference to the Notifying Parties’ view that possible contractual 
limitations may reduce NENT’s ability to engage in total or partial input 
foreclosure, the Commission notes that NENT’s agreement s with the JV’s 
competing TV distributors , Telenor, Telia, Altibox and RiksTV, are expiring 
respectively [Confidential vie ws of NENTs strategic decisions] .184 
(245)  With reference to potential counter- strategies that could be implemented by the 
JV’s downstream competitor, the market investigation provided mixed replies on 
whether alternative broadcasters from which it would be possible to license TV 
channels would remain available. Most respondents noted that alternative 
broadcasters or content providers would be available for content on which basic 
pay and premium pay TV non- sports channels are based on but it would not be 
possible to fully replicate the premium sport content supplied by NENT.185 The 
Commission however notes that, TV2 Norge, is both the other major supplier of 
basic and premium pay sports TV channels and indirectly active in the retail 
supply of AV services.186 If RiksTV would be denied access to certain channels 
or right from NENT , TV2 Norge could also deny certain channels or rights to its 
basic and premium pay sports TV channels to the JV as counter strategy. In light 
of the above, the Commission considers that, first, there would not likely be 
effective and timely counter -strategies for rivals to overcome the effects of total 
or partial input for eclosure of premium pay TV sports channels by NENT post -
Transaction. Second, the Commission considers that there would be effective and 
timely counter -strategies for rivals to overcome the effects of total or partial input 
foreclosure of premium pay TV non- sports channels by NENT post -Transaction.  
(246)  In light of the above, first, the Commission cannot exclude that NENT may have 
the ability to engage in total or partial input foreclosure of its basic pay TV 
channels in Norway; second, the Commission considers t hat NENT will likely 
have the ability to engage in total or partial input foreclosure of its premium pay 
TV sports channels in Norway; third, the Commission considers that NENT will 
                                                 
182  Responses t o questionnaires Q1 to retail suppliers of AV services in Norway and Q2 to TV broadcasters 
in Norway , question E.4.  
183  Responses to questionnaire Q1 to retail suppliers of AV services in Norway , questions E.6 and E.7 
and F.5. 
184 Annex 55, Form CO. [Confiden tial information about NENT’s distributors and sales strategy ]. 
185  Responses to questionnaire Q1 to retail suppliers of AV services in Norway, question E.9.  
186  TV2 Norge has a 50% share in RiksTV, a provider of retail AV services through DTT technology.  
 
 
68 not have the ability to engage in total or partial input foreclosure of it s premium 
non-sports pay TV channels in Norway 
b. Incentive to engage in input foreclosure  
(247)  Most of the respondents to the market investigation have indicated that they 
consider it likely that NENT would either stop licensing all of its channels or 
certain of its channels to competing TV distributors or reduce the terms and 
conditions at which it licenses such channels.187 In particular, respondents notes 
that the JV will have a much stronger distribution power and, therefore, NENT 
may have a higher incentive to rely on the JV as distribution platform and that 
NENT may limit the supply of its channels for certain distribution channels, such 
as OTT rights. Finally, RiksTV considers that the Transaction increases NENT’s 
incentive to deny access to its channels in  certain areas (namely area where 
customers could subscribe exclusively through DTH or DTT). In such areas, 
RiksTV would be the only alternative to the JV since broadband speed is more 
limited and there could be more difficulties in offering retail AV serv ices via 
OTT.  
(248)  For the reasons set out below the Commission considers that NENT will not 
likely have the incentive to engage in total or partial input foreclosure of its TV 
channels in Norway, irrespective of any plausible segmentation of the product 
marke t in basic pay or premium pay sports or premium pay TV non- sports 
channels.  
(249)  An input foreclosure strategy would not likely be profitable for NENT if the lost 
profit in the upstream market from such a strategy, that is to say carriage fees and 
advertising r evenues188 of the NENT’s TV channels, is smaller than the profit 
gain from being able to expand sales or raise prices in the downstream market for 
the retail supply of AV services through the JV. 
(250)  First, the Commission notes that before the Transaction NENT w as already a 
vertically integrated operator active on the one side on the wholesale supply of 
TV channels and, on the other side, on the retail supply of AV services through its 
OTT service, Viaplay with approximately [ …] subscribers in 2018, and its 
IPTV/ DTH service, Viasat with approximately […] subscribers in 2018. Before 
the Transaction, even though NENT was vertically integrated, NENT distributed 
its channels widely in the market. This was confirmed by respondents to the 
market investigation.189 Moreover , [Confidential information about NENT’s 
distributors and sales strategy ].190  
(251)  Second, the merger specific change of the Transaction relates to the increase of 
NENT’s position in the downstream market by acquiring a 50% stake in the JV 
where Viasat’s DTH act ivities are combined with the Canal Digital’s one, and its 
approximately […] subscribers and by losing 50% control on Viasat’s business 
                                                 
187  Responses to questionnaire Q1 to retail suppliers of AV services in Norway , questions E.6.1.3, E.7.3 and 
E.8.1.  
188 TV broadcasters generate revenues from the wholesale supply of TV channels mainly from (i) carriage 
fees obtained from retail AV distributors  and, (ii) advertising revenues generated from the sale of 
advertising space on those channels.  
189 Responses to questionnaire Q1 to retail suppliers of AV services in Norway , question E.1.  
190  Annex 55, Form CO.  
 
 
69 and its approximately […] subscribers. As indicated in Section 6.3.2, the 
Commission considers that the combination of V iasat and Canal Digital’s DTH 
businesses in the retail AV market, or any plausible segmentation, does not raise 
serious doubts as its compatibility with the internal market. In particular, both 
Viasat and Canal Digital are experiencing a decline in their customer basis 
showing the difficulties they have in attracting new customers compared to 
competing providers of retail AV services relying on fibre for distribution.  
(252)  As shown in Figure 1 below, Canal Digital lost around […]  subscribers – a 
decrease of app roximately […] – in Norway between January 2016 and July 2019 
(see Figure 1 below). Over the same time period, Viasat's DTH subscriber base in 
Norway decreased by almost […]% , or around […] subscribers.  
Figure 1: Canal Digital and Viasat DTH subscribers  
[Subscriber numbers and reductions in parties' subscriber numbers ] 
Source: Form CO, Figure 12  
(253)  As shown in Figure 2, the loss of DTH subscribers seems driven by customers 
switching to TV services distributed over fibre networks. The number of 
subscribers receiving TV via fibre in Norway increased by approximately 
171 000 between 2016 and 2018 – an increase of 30%. Over the same time 
period, the number of subscribers receiving TV via cable, DTH and DTT in 
Norway decreased by 17%, 11% and 7%, respectively.  
Figure 2: Subscribers of retail AV services by technology  
 
Source: Form CO, Figure 12  
(254)  The trend of switching to fiber -based technology seems also driven by the ability 
of providers of retail AV services through fiber to combine their service with 
fixed internet access services. In Norway, as shown in Figure 3, Canal Digital, 
Viasat and RiksTV are the only suppliers which offer exclusively retail AV 
services. The main providers of retail AV services, such as Telenor, Telia (Get) 
and Altibox are all offering also fixed internet access service.  

 
 
70 Figure 3: Offering of retail providers of AV services in Norway  
[Non -confidential version of Figure 3]  
 
Source: Form CO, Annex 21, Slide 7  
(255)  Third, the Commission considers that the number of consumers switching to the 
JV in case NENT would no longer provide access to its channels would not be 
significant. NENT’s incentive to foreclose depends on the number of new 
customers and those cancelling their su bscription with their current provider of 
retail AV services (“cord -cutting”) and switching to the JV’s offering. However, 
as shown in Figure 2 above, consumers tend to more likely choose fibre as 
distribution technology for retail AV services over DTH. Moreover, […]% of 
Telenor's cable TV subscribers (i.e., subscribers of Telenor’s retail AV services 
not contributed to the JV) are also customers of Telenor fixed internet access 
services.191 
(256)  In case of a blackout of exclusively NENT’s TV channels through fibe r 
distribution, customers would have the possibility to keep their current fixed 
internet access service and retail AV service subscription and continue watching 
NENT’s TV channels, either basic or premium pay, on NENT’s OTT service, 
Viaplay, which would be supplied independently in the market (‘cord- shaving”). 
Based on the above, the Commission notes that switching to the JV’s retail AV 
service would be further constrained by the current market trend in Norway of 
customers subscribing to fibre based retail  AV services and fixed internet access 
services.   
(257)  Fourth, the Commission considers that the refusal to supply NENT’s TV 
channels, irrespective of any plausible segmentation, to third- party distributors 
would greatly reduce NENT’s revenue from the sale of advertising airtime on its 
channels and carriage fees charged to third party distributors. To this end, the 
Notifying Parties have provided an analysis prepared by an external economic 
consultant [Confidential information about NENT’s distributors and sale s 
strategy ].192 [Confidential information about NENT’s distributors and sales 
strategy ].193 [Confidential information about NENT’s distributors and sales 
                                                 
191  Telenor’s reply to RFI 14, question 2.  
192  Form CO, Annex 39.  
193  Notifying Parties’ reply to RFI 8, Annex 1 and 3.  

 
 
71 strategy ]194, [Confidential information about NENT’s distributors and sales 
strategy] .  
(258)  The Commission further notes that it may be unlikely for NENT to recoup any 
losses from advertising and distribution revenue by expanding revenues from the 
downstream activities of the JV. In 2018, NENT generated approximately NOK 
[…] as advertising revenue and NOK […] as revenue from carriage fee. The JV’s 
profit margin per user per month is approximately NOK […]. In order to recoup 
NENT’s losses, the JV would need to acquire […] subscribers in one year. 
However, since NENT will be entitled only to half of  the JV’s profit, the amount 
of subscribers should be double for the strategy to be profitable which means 
almost […] subscribers corresponding to approximately […]%  of subscribers of 
competing providers of retail AV services. This number of additional subscribers 
to the JV seems unrealistic in light of the structural decline of the JV’s main 
distribution technology DTH.  
(259)  Fifth, the Commission considers that it would not be relevant to assess whether 
NENT would have the incentive to refuse to supply OTT rights to NENT’s TV 
channels. NENT would remain active independently in the market for the retail 
supply of AV services through its OTT service, Viaplay. The JV would combine 
the Canal Digital’s DTH business and Viasat’s DTH and IPTV activities. 
Therefore, the Commission considers that the Transaction does not significantly 
change NENT’s incentive to licence OTT rights to competing providers of retail 
AV services. The Commission has assessed whether the Transaction would 
change NENT’s incentive to engage into partnership related to its OTT services 
with the JV’s competing providers of retail AV services in Section 6.4.4.1.  
(260)  Moreover, the Commission considers that the Transaction does not significantly 
change NENT’s incentive to engage into partial foreclosure. W hile any TV 
broadcaster would have the incentive to obtain a higher remuneration for the TV 
channels it is supplying to TV distributors, the increase in the JV’s downstream 
market position does not significantly increase NENT’s bargaining position. In 
particular, NENT would still need to get access to the customer base of competing 
providers of retail AV services to preserve the advertising revenue from the 
supply of its channels which accounts for more than […]%  of its revenues.  
(261)  Finally, the Commission has  assessed whether NENT would have the incentive to 
engage in a selective input foreclosure vis -à-vis RiksTV in certain areas where 
DTT and DTH are the main distribution technology available.195 First, the 
Commission notes that NENT has a distribution agreeme nt with RiksTV expiring 
in […].196 […] Second, RiksTV is active nationwide and not only in the areas 
where DTT and DTH are the main distribution technology197. Therefore, in case 
of foreclosure, only a part of RiksTV’s customers in the DTT/DTH areas could 
                                                 
194  As indicated in Section 6.3.2, Telenor is active in the retail supply of AV services in Norway via DTH 
through its wholly owned subsidiary, Canal Digital (which will be contributed to the JV), and via cable 
and IPTV through the Telenor brand (which will not be contributed to the JV). Reference to Telenor 
relates to Telenor’s activities excluding Canal Digital.  
195  In particular, in such areas, the retail provision of AV services throu gh cable and IPTV would not be 
available. Moreover, broadband speed would be limited and it would not enable the provision of retail AV 
services through OTT distribution.  
196  […].  
197  [Confidential views of NENTs strategic decisions ]. 
 
 
72 switch to the JV. The great part which is available in other areas could switch also 
to other competing providers of retail AV services.  
(262)  Third, the Commission notes that fibre and cable coverage is rapidly increasing in 
Norway and, therefore, in the next two to three years a reduction of areas reachable exclusively by DTT and DTH is expected. As shown in Figure 4 below, 
areas with a broadband download speed of over 10 Mbps which enables viewing of high quality OTT service increased from 81% in 2017 to 87% in 2019. 
Figure 4: Estimated broadband coverage in Norway  
 
Source: NKOM/Analysys Mason, Bredbåndsdekning 2019 (September 2019).  
(263)  Moreover, fibre coverage is also significantly increasing reaching a population coverage of 71% in September 2019, a significant increase from a coverage of 59% in 2018, and from 41% in 2015. The increase of fibre coverage is not limited to urban areas. The Norwegian Telecommunication Authority, NKOM, indicated in its report how fibre and high broadband coverage is increasing not only in 
urban but also rural areas. In particular, NKOM notes that “ the pace of 
Norwegian fibre development has never been higher. Particularly noteworthy is 
the strong growth in fibre -based broadband outside of densely populated areas, 
where about 60,000 new households have been offered fibre over the past year. 
45% of households outside urban areas now have fibre coverage, up from 32% in 
2018”.
198 
(264)  Finally, RiksTV is jointly owned by TV2 Norge and NRK. TV2 Norge is one of 
the major broadcaster in Norway with market shares over 50% in the wholesale 
supply of pay TV channels, and any possible sub- segments. [Confidential 
information about Canal Digital and NENT’s distributors and sales strategy ]. 
NENT may have limited incentive to lim it the supply of its channels to RiksTV 
since it may fear that TV2 Norge would engage in similar strategies depriving the JV of a significant input.  
                                                 
198  NKOM/Analysys Mason , Bredbåndsdekning 2019 (September 2019), available at 
https://www nkom no/aktuelt/nyheter/_attachment/43103?_ts=16d6cdbb4e1.  

 
 
73 (265)  In light of the above, the Commission considers that NENT will not likely have 
the incentive to engage in total or partial input foreclosure of its TV channels in 
Norway, irrespective of any plausible segmentation of the product market in basic 
pay or premium pay sports or premium pay TV non- sports channels.  
c. Impact on effective competition and conclusion  
(266)  The Commission considers that due to the lack of ability for  premium pay TV 
non-sports channels and a lack of incentive for all these types of channels, it is not 
needed to assess whether any foreclosure strategy would have a negative impact 
on effective co mpetition.  
(267)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise serious doubts as to its compatibility with the internal market resulting  
from total or partial  input foreclosure of NENT’s TV channels, irrespective of any  
plausible segmentation199, in Norway. 
6.4.2.2. Sweden  
(268)  In Sweden, the JV will be active in the retail supply of AV services by combining 
Canal Digital’s DTH business and Viasat’s DTH and IPTV activities. NENT will 
remain active in the wholesale supply of FTA and basi c pay TV channels, 
premium pay TV sports channels and premium pay TV non- sports channels. 
NENT would also remain active as retail supplier of AV services through its OTT 
applications, Viaplay. Telenor would remain active in the retail supply of AV 
services via cable and IPTV through the Telenor brand (which will not be 
contributed to the JV).200  The merger specific change is the addition of Canal 
Digital’s downstream activities to NENT’s DTH and IPTV service, Viasat.  
(269)  The Commission has assessed the risk that  NENT would post -Transaction engage 
in input foreclosure strategies in Sweden by either: (i) total input foreclosure of 
rival providers of retail AV services through the denial of access to NENT’s 
channels; and (ii) partial input foreclosure of rival provi ders of retail AV services 
through an increase of carriage fees paid by rival providers to NENT or by 
significantly degrading the quality of channels licensed to rival providers of AV 
services (for example, by removing significant content or ancillary rights).  
(270)  The Commission has assessed the two abovementioned types of input foreclosure 
strategies for all the types of TV channels, which NENT licenses to retail 
providers of AV services in Sweden, namely: (i) basic pay- TV channels201, 
                                                 
199 NENT’s basic pay TV channels include all different genres of basic pay TV channels supplied by NENT 
in the market. NENT’s premiu m pay sports TV channels include all sports channels supplied by NENT in 
the market. NENT’s premium pay non- sports TV channels include film & series channels supplied by 
NENT in the market.  
200  Telenor does not offer a standalone OTT service in Norway, but Telenor subscribers have access to a TVE 
service ("Telenor Stream"). Form CO, paragraph 593.  
201  NENT supplies its FTA and basic pay TV channels as a package. This conclusion is based on demand and 
supply side factors, which support the view that NENT FTA a nd basic pay TV channels should be treated 
as a package product. On the demand side, TV distributors purchase a package of NENT’s FTA and basic 
pay TV channels in Sweden. [ Confidential strategic views of NENTs sales policy and strategy ]. See 
Annex 55, Form  CO. On the supply side, NENT’s FTA and basic pay TV channels are sold by TV 
distributors to end -customers as packages including, not only TV3 but also other basic pay TV channels. 
Accordingly, the demand and supply side analysis of the purchase and supply  of NENT’s FTA and basic 
 
 
74 (ii) premium pay TV sports  channels, and (iii) premium pay TV non- sports 
channels.  
(271)  For the purpose of its assessment, the Commission has considered, as the more 
likely potential targets of an input foreclosure strategy, the JV’s largest 
competitors in the retail supply of AV servic es, irrespective of any potential 
market segmentation. On the basis of the marke t shares presented in 
Section  6.2.1.2.(B), in relation to the market for the retail supply of AV services, 
the main targets of a potential foreclosure strategy are the other ma in TV 
distributors, namely Tele2, Sappa and Telia.  
(272)  The Commission has conducted its assessment on the basis of all possible 
downstream market definitions. The question as to whether NENT would have 
the ability to undertake a total or partial input foreclos ure strategy has therefore 
been undertaken in light of the importance of those channels to TV distributors 
active in the potential markets for which FTA and basic pay TV channels and 
premium pay TV channels are acquired.202 The Commission’s assessment of the  
impact of a total or partial foreclosure strategy also applies in respect of the above 
mentioned possible markets for which TV channels are an important input. Since 
the importance of NENT’s TV channels and the likely impact of foreclosure to 
those channe ls as inputs, is at least as significant on the narrower relevant markets 
as it is on the broader market for the retail provision of AV services, the 
Commission hereafter, in this section, refers to the ‘retail supply of AV services’ 
or ‘retail AV services’ as shorthand for all possible markets comprising the retail 
supply of (i) AV services (ii) linear pay AV services, (iii) linear basic pay AV 
services (iv) linear premium pay AV services, (v) all possible markets (i) to (iv) 
segmented into MDU and SDU.  
(A) The Notifying Parties’ view  
(273)  The Notifying Parties argue that the Transaction will not give NENT the ability 
and incentive to engage in input foreclosure in Sweden. Pre -Transaction, NENT 
is already vertically integrated as a supplier and distributor of TV cha nnels. Post -
Transaction, NENT will remain active as a supplier of TV channels but NENT’s 
vertical integration will be reduced with the transfer of its 100% owned entity, 
Viasat Consumer, into a joint venture 50% co- owned with Telenor.  
(274)  With respect to NENT’s ability to undertake an input foreclosure strategy, the 
Notifying Parties consider that [ confidential information about NENT’s 
distributors and sales strategy ]. 
(275)  Even if NENT had the ability to engage in an input foreclosure strategy by 
preventing rival T V distributors from offering its TV channels to their customers, 
                                                                                                                                                      
pay TV channels shows that NENT’s channels constitute a package product. The Commission has 
therefore made its assessment of anticompetitive input foreclosure considering NENT’s FTA and basic 
pay TV channels as a package therefore including all different genres of FTA and basic pay TV channels 
supplied by NENT in the market.  
202  FTA and basic pay TV channels are acquired as an input for the markets for the retail supply of (i) AV 
services (ii) linear pay AV services, (iii) linear bas ic pay AV services (iv) all possible markets (i) to (iii) 
segmented into MDU and SDU. Premium pay TV channels are acquired as an input for the markets for 
the retail supply of (i) AV services (ii) linear pay AV services, (iii) line ar premium pay AV services 
(iv) all possible markets (i) to (iii) segmented into MDU and SDU.  
 
 
75 the Notifying Parties submit the Transaction does not increase incentives for input 
foreclosure of NENT’s channels from rival distributors. [ Confidential information 
about NENT’s distributors  and sales strategy ].   
(276)  Even if NENT would have the ability and incentive to engage in an input 
foreclosure strategy, the Notifying Parties submit that such strategy would not 
have any significant detrimental effect on effective competition. [ Confidential 
information about NENT’s distributors and sales strategy].203 [Confidential 
information about NENT’s distributors and sales strategy ]. 
(B) The Commission’s assessment  
(277)  The Commission’s assessment of anticompetitive input foreclosure, in light of the 
results of th e market investigation, is set out in the following paragraphs. For this 
purpose, consistent with paragraph 32 of the Non- Horizontal Merger Guidelines, 
in relation to each of these practices, the Commission examines, (i) whether 
NENT would have, post -merge r, the ability to f oreclose access to inputs, 
(ii) whether it would have the incentive to do so, and (iii) whether a foreclosure 
strategy would have a significant detrimental effect on competition in the 
downstream markets.  
a. Ability to engage in input foreclosure  
(278)  For the reasons set out below, first, the Commission cannot exclude that NENT 
may have the ability to engage in total or partial input foreclosure of its basic pay 
TV channels in Sweden; second, the Commission considers that NENT will likely 
have  the ability to engage in total or partial input foreclosure of its premium pay 
TV sports channels in Sweden; third, the Commission considers that NENT will 
not have the ability to engage in total or partial input foreclosure of its premium 
non-sports pay TV channels in Sweden.  
(279)  First, the Commission assesses whether NENT would have a significant degree of 
market power in the upstream market for the wholesale supply of TV channels, 
including all possible sub- segments and whether NENT’s TV channels can be 
considered an important input within the meaning of the Non- Horizontal Merger 
Guidelines.204  
(280)  Table 33 reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Sweden in 
2018 by share o f viewing. NENT’s market share in 2018 was respectively 
[10-20]% for the wholesale supply of combined FTA/pay TV channels, and 
[20-30]% for the wholesale supply of pay TV channels and [10 -20]% for the 
wholesale supply of basic pay TV channels, and [ 50-60]% for the wholesale 
supply of premium pay TV channels, and [50 -60]% for the wholesale supply of 
premium pay TV sports channels, and [50 -60]% for the wholesale supply of 
premium pay TV non- sports channels.  
                                                 
203  M.9064 – Telia / Bonnier Broadcasting Holding , interim text of the non- confidential version of the 
commitments, available at:  
https://ec.europa.eu/competition/mergers/cases/additional_data/m9064_3342_3.pdf  
204 See footnote 176.  
 
 
76 Table 33: Market shares in 2 018 
in the market for the wholesale supply of pay TV channels by share of viewing  
 Wholesale 
supply of 
FTA and 
pay-TV 
channels  Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
FTA and 
basic pay -
TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [10-20] [20-30] [20-20] [10-20] [50-60] [50-60] [50-60] 
SVT205 [30-40] [0-5] [30-40] [50-60] [40-50] [40-50] [40-50] 
Telia  [30-40] [40-50] [30-40] [50-60] - - - 
Discovery  [10-20] [20-30] [10-20] [20-30] -              -  
Others  [5-10] [10-20] [5-10] [5-10] [0-5]     [0-5]       -  
Source: Form CO, Annex 68.  
(281)  Table 34 reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Sweden in 
2018 by value . NENT’s market share in 2018 was respectively [20 -30]% for the 
wholesale supply of pay TV channels and [10 -20]% for the wholesale supply of 
basic pay TV channels, and [50 -60]% for the wholesale supply of premium pay 
TV channels, and [50 -60]% for the wholesale supply of premium pay TV sports 
channels, and [40 -50]% for the wholesale supply of premium pay TV non- sports 
channels.  
Table 34: Market shares in 2018  
in the market for the wholesale supply of TV channels by value  
 Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT   [20-30]   [10-20]   [50-60]   [50-60]  [40-50] 
Telia   [40-50]   [40-50]  [40-50]   [40-50]  [40-50] 
Discovery   [10-20]  [20-30]   -   -   -  
Others   [5-10]   [10-20]   [0-5]   [0-5]   [0-5]  
Source: Form CO, Annex 68.  
(282)  With reference to NENT’s FTA/basic pay TV channels, the Commission notes 
that NENT is the third largest broadcaster in the market for the wholesale supply 
of basic pay TV channels with a market share of [10 -20]% by volume and 
[10-20]% by value. The clear m arket leader is Telia with market share by value 
and volume of respectively [40 -50]% and [30 -40]%, followed by Discovery with 
shares of respectively [20 -30]% and [10 -20]%. 
(283)  With reference to NENT’s premium pay TV sports channels, the Commission 
considers th at, based on the above market shares, there is an indication that 
NENT has a significant market position in market for the wholesale supply of 
premium pay TV sports channels in Sweden. The only other broadcaster that 
comes anywhere close to the position of  NENT is Telia.  
                                                 
205  SVT is the Swedish national public TV broadcaster. SVT broadcasts four FTA TV channels (SVT1, 
SVT2, SVT24/SVT Barn, Kunskapskanalen) on digital terrestri al television and via third party pay -TV. 
 
 
77 (284)  With reference to NENT’s premium pay TV non -sports channels, the 
Commission considers that, based on the above market shares, there is an 
indication that NENT has a significant market position in market for the 
wholesale supply of premium pay TV non- sports channels in Sweden. The only 
other broadcaster that comes anywhere close to the position of NENT is Telia.  
(285)  Second, in order to determine the importance of NENT’s pay TV channels for TV 
distributors, the Commission, in line with past cases206, analyses in addition to the 
relevant market shares (i) the proportion of end users who watch the NENT’s TV 
channel (i.e., audience reach) and (ii) the views of market participants on the 
importance of the NENT’s TV channels for AV distribution busi nesses.  
(286)  With reference to NENT’s basic pay TV channels, NENT is supplying the third 
most important basic pay TV channel in Sweden, TV3 with a reach of 
[50-60]%.207 The other most important channels by reach are TV4 supplied by 
Telia with a reach of [70 -80]% and Kanal 5 supplied by Discovery with a reach of 
[50-60]%. In addition, NENT distributes other basic pay TV channels. These 
channels are not as popular as the TV3 channel but are sold by NENT together in 
basic pay packages.  
(287)  With reference to NENT’s premi um pay TV sports channels, NENT is supplying 
the most important premium pay sport TV channel in Sweden, Viasat sport 
Premium with a reach of [ 5-10]%.208  
(288)  With reference to NENT’s premium pay non -sports TV channels, NENT is 
supplying the most important premium pay sport TV channel in Sweden, Viasat 
Film Premiere Premium with a reach of [5 -10]%.209  
(289)  Third, the Commission has analysed the views of market partici pants on the 
importance of NENT’s pay TV channels for retail suppliers of AV services since 
all competing providers of linear retail AV services are acquiring channels from 
NENT.210 [Confidential information about NENT’s customers ].  
(290)  With reference to NENT’s  basic pay TV channels, respondents consider almost 
all FTA and Basic pay TV channels as important to compete in the retail market. 
The three channels are important for the number of viewership, reach or 
availability of sport content.211  
(291)  With reference to N ENT’s premium pay TV sports channels, r espondents 
consider the NENT’s channels as important to compete in the retail market. Those 
channels carry unique sport content, such as hockey and football events which 
respondents consider as relevant from a viewer’ s perspective. Respondents did 
not consider any premium pay TV non- sports channels as important due to the 
availability of substitutes or since they are based on irrelevant content. One 
respondent also noted the availability of several subscription video on demand 
                                                 
206  M.9064 – Telia / Bonnier Broadcasting Holding, recital 500.  
207  Form CO, Annex 38.  
208  Form CO, Annex 38.  
209  Form CO, Annex 38.  
210  Responses to questionnaire Q3 to retail suppliers of AV services in Sweden , question E.1.  
211  Responses to questionnaires Q3 to retail suppliers of AV services in Sweden and Q4 to TV broadcasters in 
Sweden , question E.4.  
 
 
78 services such as Prime Video, Netflix, Viaplay, Apple TV+ and Disney+ (not yet 
launched in Sweden but expected to launch this year) and others which offer high 
quality premium non- sports content. 212 
(292)  Fourth, with reference to the technical ability to implement any foreclosure 
strategy, respondents to the market investigation had a mixed view on whether 
NENT post -Transaction could either stop licensing certain of its TV channels or 
degrade the terms and conditions at which it licenses its TV channels.213 Tele2 
considers that NENT would not engage in such foreclosure strategies.214 Another 
respondent indicated that NENT could engage in such practice and that it could 
decide to distribute its premium channels exclusively through the JV.  
(293)  In addition, with re ference to the Notifying Parties’ view that possible contractual 
limitations may reduce NENT’s ability to engage in total or partial input 
foreclosure, the Commission notes that NENT’s agreements with the JV’s 
competing TV distributors , Telenor (excluding Canal Digital), Telia, Tele2 and 
Sappa, are expiring respectively  in […], […], […] and […].215 [Confidential 
information about NENTs strategic decisions ]. 
(294)  With reference to potential counter- strategies that could be implemented by the 
JV’s downstream competitor, the market investigation provided mixed replies on 
whether alternative broadcasters from which it would be possible to license TV 
channels would remain available. Most respondents noted that alternative 
broadcasters or content providers would be available for content on which basic 
pay and premium pay TV non- sports channels are based on but it would not be 
possible to fully replicate the premium sport content or TV3 and TV6, basic pay 
TV channels, supplied by NENT.216 The Commission however notes that, Telia, 
is both the other major supplier of basic and premium pay sports TV channels and 
retail supplier of AV services. If Telia would be denied certain channels or rights 
(for example OTT rights) from NENT, it could also deny OTT rights to its basic  
and premium pay sports TV channels to NENT as counter strategy. In light of the 
above, the Commission considers that, first, there would not likely be effective 
and timely counter -strategies for certain rivals to overcome the effects of total or 
partial input foreclosure of premium pay TV sports channels by NENT post -
Transaction. Second, the Commission considers that there would be effective and 
timely counter -strategies for rivals to overcome the effects of total or partial input 
foreclosure of premium pa y TV non- sports channels by NENT post -Transaction.  
(295)  In light of the above, first, the Commission cannot exclude that NENT may have 
the ability to engage in total or partial input foreclosure of its FTA and basic pay 
TV channels in Sweden; second, the Commis sion considers that NENT will likely 
have the ability to engage in total or partial input foreclosure of its premium pay 
TV sports channels in Sweden; third, the Commission considers that NENT will 
not have the ability to engage in total or partial input f oreclosure of its premium 
non-sports pay TV channels in Sweden  
                                                 
212  Responses to questionnaires Q3 to retail suppliers of AV services in Sweden and Q4 to TV broadcasters in 
Sweden , questions E.4 and F.3.  
213  Responses to questionnaire Q3 to retail suppliers of AV services in Sweden , questions E.6 and E.7.  
214  [Confidential information about NENTs strategic decisions ]. 
215 Form CO, Annex 55.  
216  Responses to questionnaire Q3 to retail suppliers of AV services in Sweden, question E.9.  
 
 
79 b. Incentive to engage in input foreclosure  
(296)  Respondents to the market investigation provided mixed replies on whether they 
consider it likely that NENT would either stop licensing all of its ch annels or 
certain of its channels to competing TV distributors or reduce the terms and 
conditions at which it licenses such channels.217 One respondent notes that by 
combining Viasat and Canal Digital’s activities, the JV would become a stronger 
distribution platform in the market for the retail supply of AV service which may 
incentivize NENT to withhold content to other distributors. However, another 
respondent considers that it is not obvious that NENT would have such incentive 
since NENT relies on revenues from carriage fees and advertising generated 
through partnerships with competing distributors.  
(297)  For the reasons set out below the Commission considers that NENT will not 
likely have the incentive to engage in total or partial input foreclosure of its TV 
channels in Sweden, irrespective of any plausible segmentation of the product 
market in basic pay or premium pay sports or premium pay TV non- sports 
channels.  
(298)  An input foreclosure strategy would not likely be profitable for NENT if the lost 
profit in the ups tream market from such a strategy, that is to say carriage fees and 
advertising revenues218 of the NENT’s TV channels, is smaller than the profit 
gain from being able to expand sales or raise prices in the downstream market for 
the retail supply of AV servic es through the JV. 
(299)  First, the Commission notes that before the Transaction NENT was already a 
vertically integrated operator active on the one side on the wholesale supply of 
TV channels and, on the other side, on the retail supply of AV services through i ts 
OTT service, Viaplay with approximately […] subscribers in 2018, and its 
IPTV/DTH service, Viasat with approximately […] subscribers in 2018. Before 
the Transaction, even though NENT was vertically integrated, NENT distributed 
its channels widely in the  market. This was confirmed by respondents to the 
market investigation.219 Moreover, NENT was supplying its channels for DTH 
distribution to Canal Digital.220  
(300)  Second, the merger specific change of the Transaction relates to the increase of 
NENT’s position in the downstream market by acquiring a 50% stake in the JV 
where Viasat’s DTH activities are combined with the Canal Digital’s one, and its 
approximately […] subscribers and by losing 50% control on Viasat’s business 
and its approximately […] subscribers. As indicated in Section 6.3.3, the 
Commission considers that the combination of Viasat and Canal Digital’s DTH 
businesses in the retail AV market, or any plausible segmentation, does not raise 
serious doubts as its compatibility with the internal market. In particular, both 
Viasat and Canal Digital are experiencing a decline in their customer basis 
                                                 
217  Responses to questionnaire Q3 to retail suppliers of AV services in Sweden, questions  E.6, E.7, E.6.1.1 -3, 
and E.7.1 -3. 
218 TV broadcasters generate revenues from the wholesale supply of TV channels mainly  from (i) carriage 
fees obtained from retail AV distributors and, (ii) advertising revenues generated from the sale of 
advertising space on those channels.  
219  Responses to questionnaire Q3 to retail suppliers of AV services in Sweden , question E.1.  
220  Form CO, Annex 55.  
 
 
80 showing the difficulties they have in attracting new customers compared to 
competing providers of retail AV services relying on fibre for distribution.  
(301)  As shown i n Figure 5 below, Canal Digital lost around […]  subscribers – a 
decrease of approximately […]% – in Sweden between January 2016 and  
April 2019. Over the same time period, Viasat's DTH subscriber base in Sweden 
decreased by almost […]%, or around […] subscr ibers.  
Figure 5: Canal Digital and Viasat DTH subscribers  
[Subscriber numbers and reductions in parties' subscriber numbers ] 
Source: Form CO, Figure 24  
(302)  As shown in Figure 6, the loss of DTH subscribers seems driven by customers 
switching to TV services distributed over fibre networks. The number of 
subscribers receiving TV via fibre in Sweden increased by approximately 300 000 
between 2016 and 2018 – an increase of 33%. Over the same time period, the 
number of subscribers receiving TV via cable, DTH and DTT in Sweden 
decreased by 10%, 11% and 23%, respectively. Moreover, the switch to fibre and 
IPTV is also a trend within Viasat’s customer base. In 2016, [ …]% of Viasat’s 
[…] customers were using DTH technology while in beginning of 2019, only 
[…]% of its […] customers access the service through DTH.  
Figure 6: Subscribers to TV services via fibre, cable, DTH and DTT  
 
Source: Form CO, Figure 19  
(303)  The trend of switching to fiber -based technology seems also driven by the ability 
of providers of retail AV services through fiber to combine their service with 
telecommunications services. In Sweden, all main providers of retail AV services,  
namely Telia, Tele2, Telenor are also providers of retail mobile 
telecommunications and fixed internet access services.221 Moreover, […]% of 
Telenor's cable and IPTV TV subscribers (i.e., subscribers of Telenor’s retail AV 
services not contributed to the JV ) are also customers of Telenor fixed internet 
                                                 
221  Form CO, paragraphs from 592 to 614.  

 
 
81 access services.222 While Viasat is also providing fixed internet access services, 
Canal Digital is exclusively active in the retail supply of AV services.  
(304)  Third, the Commission considers that the number of cons umers switching to the 
JV in case NENT would no longer provide access to its channels would not be 
significant. NENT’s incentive to foreclose depends on the number of customers 
and cancelling their subscription with their current provider of retail AV serv ices 
(“cord -cutting”) and switching to the JV’s offering. In Sweden in 2019, 
approximately 25% subscribers of linear retail AV services bundle their service 
with fixed internet access services.223 In case of a blackout of exclusively 
NENT’s TV channels through fiber distribution, customers would have the 
possibility to keep their current fixed internet access service and retail AV service 
subscription and continue watching NENT’s TV channels, either basic or 
premium pay, on NENT’s OTT service, Viaplay, which would be supplied 
independently in the market (‘cord- shaving”). Based on the above, the 
Commission notes that switching to the JV’s retail AV service would be further 
constrained by the current market trend in Sweden of customers subscribing to 
fibre based  retail AV services and fixed internet access services.   
(305)  Fourth, the Commission considers that the refusal to supply NENT’s TV 
channels, irrespective of any plausible segmentation, to third- party distributors 
would greatly reduce NENT’s revenue from the s ale of advertising airtime on its 
channels and carriage fees charged to third party distributors. To this end, the 
Notifying Parties have provided an analysis prepared by an external economic 
consultant [confidential information about NENT’s distributors a nd sales 
strategy ].224 [Confidential information about NENT’s distributors and sales 
strategy ].225 [Confidential information about NENT’s distributors and sales 
strategy ]226 [confidential information about NENT’s distributors and sales 
strategy ].  
(306)  The Commission further notes that it may be unlikely for NENT to recoup any 
losses from advertising and distribution revenue by expanding revenues from the 
downstream activities of the JV. In 2018, NENT generated approximately SEK 
[…] as advertising revenu e and SEK […] as revenue from carriage fee. The JV’s 
profit margin per user per month is approximately SEK […] . In order to recoup 
NENT’s losses, the JV would need to acquire [] subscribers in one year. 
However, since NENT will be entitled only to half of the JV’s profit, the amount 
of subscribers should be double for the strategy to be profitable which means 
almost […] subscribers corresponding to approximately […]% of subscribers of 
competing providers of retail AV services. This number of additional subs cribers 
to the JV seems unrealistic in light of the structural decline of the JV’s main 
distribution technology DTH.  
(307)  Finally, the Commission has assessed whether NENT would have the incentive to 
engage in a selective input foreclosure vis- à-vis Tele2 in c ertain areas where DTT 
                                                 
222  Telenor’s reply to RFI 14, question 2.  
223  Statistik.pts.se, Table 31.  
224  Form CO, Annex 40.  
225  RFI 8, Annex 2 and 4.  
226  As indicated in Section 6.3.3, Telenor is active in the retail supply of AV services in Sweden via DTH 
through its wholly owned subsidiary, Canal Digital (which will be contributed to the JV) and via cable and 
IPTV through the Telenor brand (which will not be contributed to the JV).  
 
 
82 and DTH are the main distribution technology available (approximately 15% of 
the households in Sweden) and, therefore Tele2 and the JV would be the only 
alternative.227 First, the Commission notes that [c onfidential information about 
NENT’s distributors and sales strategy ].228 Therefore, NENT could in any event 
not engage in a potential foreclosure strategy before the expiry of the agreement. 
Second, Tele2 is active nationwide and not only in the areas where DTT and DTH 
are the main distr ibution technology. Tele2 is also the leading providers of retail 
AV services in Sweden with approximately […] subscribers, of which 
approximately [subscriber number ] through DTT, and a market share of [40 -50]% 
in the market for the retail supply of linear AV services. Therefore, NENT would 
not likely have the incentive to lose carriage fees and advertising revenues 
[confidential information about NENT’s distributors and sales strategy] . In 
addition, in other areas of Sweden, customers switching from Tele2 could not 
only move to the JV but also to other competing providers of retail AV services, 
further reducing any incentive to engage in such practice.  
(308)  Third, the Commission notes that fibre and cable coverage is rapidly increasing in 
Sweden and, therefore, in the next two to three years a reduction of areas 
reachable exclusively by DTT and DTH is expected. Fibre coverage is 
significantly increasing reaching a household coverage of 77% in the end of 2018, 
a significant increase from a coverage from 60% in 2014. The Swedish Post and 
Telecom Authority, PTS, indicated in its report how fibre and high broadband 
coverage is responsible for growth in fixed broadband subscriptions. In particular, 
PTS notes that “Fibre is responsible for all growth in fixed broadband 
subscriptions. In total, this market increased by three percent in 2018, while the 
number of fibre subscriptions increased by 11 percent and amounted to 2.7 
million subscriptions. Broadband subscriptions via the copper network (xDSL) 
were, for the first ti me, lower than the subscriptions for broadband via cable TV 
networks, 0.6 and 0.7 million subscriptions, respectively ”.229 The increase of fibre 
coverage is not limited to urban areas. As shown in Figure 7 below, 81% of 
households in urban areas and 41% of households in urban areas had access to 
fibre in the end of 2018. This constitutes an increase of more than 20 percentage 
points and 27 percentage points, respectively, since 2014. 
                                                 
227  In particular, in such areas, the retail p rovision of AV services through cable and IPTV would not be 
available. Moreover, broadband speed would be limited and it would not enable the provision of retail AV 
services through OTT distribution.  
228 [Confidential information regarding NENTs business pla ns]. 
229  See https://pts.se/sv/nyheter/pressmeddelanden/2019/tre -av-fyra-fasta -bredbandsabonnemang- har-over-
100-mbits/.Translated from the Swedish: "Fiber står för all tillväxt inom fasta bredbandsabonnemang. 
Totalt ökade denna marknad med tre procent under  2018, medan antalet fiberabonnemang ökade med 11 
procent och uppgick till 2,7 miljoner abonnemang.Bredbandsabonnemangen via kopparnätet (xDSL) var 
för första gången färre än abonnemangen på bredband via kabel -tv-nät 0,6 respektive 0,7 miljoner 
abonnemang. " 
 
 
83 Figure 7: Estimated fibre coverage in urban and rur al areas, Sweden  
 
Source: PTS, PTS mobiltäcknings - och bredbandskartläggning 2018 (March 2019).  
(309)  Moreover, the Commission considers that the Transaction does not significantly 
change NENT’s incentive to engage into partial foreclosure. While any TV 
broadcaster would have the incentive to obtain a higher remuneration for the TV 
channels it is supplying to TV distributors, the increase in the JV’s downstream 
market position does not significantly increase NENT’s bargaining position. In 
particular, NENT would still need to get access to the customer base of competing 
providers of retail AV services to pre serve the advertising revenue from the 
supply of its channels which accounts for more than […]% of its revenues.230 
(310)  Finally, the Commission considers that it would not be relevant to assess whether 
NENT would have the incentive to refuse to supply OTT rights  to NENT’s TV 
channels. NENT would remain active independently in the market for the retail 
supply of AV services through its OTT service, Viaplay. The JV would combine 
the Canal Digital’s DTH business and Viasat’s DTH and IPTV activities. 
Therefore, the C ommission considers that the Transaction does not significantly 
change NENT’s incentive to licence OTT rights to competing providers of retail 
AV services. The Commission has assessed whether the Transaction would 
change NENT’s incentive to engage into par tnership related to its OTT services 
with the JV’s competing providers of retail AV services in Section 6.4.4.2.  
(311)  In light of the above, the Commission considers that NENT will not likely have 
the incentive to engage in total or partial input foreclosure of  its TV channels in 
Sweden, irrespective of any plausible segmentation of the product market in basic 
pay or premium pay sports or premium pay TV non- sports channels.  
                                                 
230  Commission’s calculation based on Annex 44, Form CO.  

 
 
84 c. Impact on effective competition and conclusion  
(312)  The Commission considers that due to the lack of ability for premium pay TV 
non-sports channels and a lack of incentive for all these types of channels, it is not 
needed to assess whether any foreclosure strategy would have a negative impact 
on effective competition.  
(313)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise serious doubts as to its compatibility with the internal market resulting  
from total or partial  input foreclosure of NENT’s TV channels, irrespective of any 
plausible segmentation231, in Sweden 
6.4.2.3. Finland  
(314)  In Finland, the JV will be active in the retail supply of AV services by combining 
Canal Digital’s DTH business and Viasat’s DTH activities. NENT will remain 
active in the wholesale supply of premium pay TV sports channels and premium 
pay TV non -sports channels.232 NENT would also remain active as retail supplier 
of AV services through its OTT applications, Viaplay. Telenor would remain 
active in the retail supply of AV services via cable, IPTV and OTT through its 
wholly owned subsidiary, DNA (which wil l not be contributed to the JV).  
(315)  The merger specific change is the addition of Canal Digital’s downstream 
activities to NENT’s DTH and IPTV service, Viasat.  
(316)  The Commission has assessed the risk that NENT would post -Transaction engage 
in input foreclosure strategies in Finland by either: (i) total input foreclosure of 
rival providers of retail AV services through the denial of access to NENT’s 
channels; and (ii) partial input foreclosure of rival providers of retail AV services 
through an increase of carria ge fees paid by rival providers to NENT or by 
significantly degrading the quality of channels licensed to rival providers of AV 
services (for example, by removing significant content or ancillary rights). 
(317)  The Commission has assessed the two abovementioned types of input foreclosure 
strategies for all the types of TV channels, which NENT licenses to retail 
providers of AV services in Finland, namely: (i) premium pay TV sports 
channels, and (ii) premium pay TV non- sports channels.  
(318)  For the purpose of its assessment, the Commission has considered, as the more 
likely potential targets of an input foreclosure strategy, the JV’s largest 
competitors in the retail supply of AV services, irrespective of any potential 
market segmentation. On the basis of the mar ket shares presented in 
Section  6.2.1.3.(B), in relation to the market for the retail supply of AV services, 
the main targets of a potential foreclosure strategy are the other main TV 
distributors, namely Elisa and Telia.  
(319)  The Commission has conducted its assessment on the basis of all possible 
downstream market definitions. The question as to whether NENT would have 
                                                 
231 NENT’s basic pay TV channels include all different genres of basic pay TV channels supplied by NENT 
in the market. NENT’s premium pay sports TV channels include all sports channels supplied by NEN T in 
the market. NENT’s premium pay non- sports TV channels include film & series channels supplied by 
NENT in the market.  
232  NENT does not supply FTA and Basic pay TV channels in Finland.  
 
 
85 the ability to undertake a total or partial input foreclosure strategy has therefore 
been undertaken in light of the importance of those channels  to TV distributors 
active in the potential markets for which basic pay TV channels and premium pay TV channels are acquired.
233 The Commission’s assessment of the impact of a 
total or partial foreclosure strategy also applies in respect of the above mention ed 
possible markets for which TV channels are an important input. Since the importance of NENT’s TV channels and the likely impact of foreclosure to those channels as inputs, is at least as significant on the narrower relevant markets as it is on the broader market for the retail provision of AV services, the Commission hereafter, in this section, refers to the ‘retail supply of AV services’ or ‘retail AV services’ as shorthand for all possible markets comp rising the retail supply of 
(i) AV services (ii) linear pay AV services, (iii) linear premium pay AV services, (iv) all possible markets (i) to (iii) segmented into MDU and SDU.  
(A) The Notifying Parties’ view  
(320)  The Notifying Parties argue that the Transaction will not give NENT the ability and incentive to engage in input foreclosure in Finland. Pre -Transaction, NENT is 
already vertically integrated as a supplier and distributor of TV channels. Post -
Transaction, NENT will remain active as a supplier of TV channels but NENT’s vertical integration will be reduced with the transfer of its 100% owned entity, Viasat Consumer, into a joint venture 50% co-owned with Telenor. 
(321)  With respect to NENT’s ability to undertake an input foreclosure strategy, the Notifying Parties consider that NENT [confidential information about  NENT’s 
distributors and sales strategy ].  
(322)  Even if NENT would have the ability and incentive to engage in an input foreclosure strategy, the Notifying Parties submit that such strategy would not have any significant detrimental effect on effective competit ion. […].
234 […]. 
(B) The Commission’s assessment  
(323)  The Commission’s assessment of anticompetitive input foreclosure, in light of the results of the market investigation, is set out in the following paragraphs. For this purpose, consistent with paragraph 32 of the  Non- Horizontal Merger Guidelines, 
in relation to each of these practices, the Commission examines, (i) whether the merged entity would have, post -merger, the ability to foreclose access to inputs, 
(ii) whether it would have the incentive to do so, and (ii i) whether a foreclosure 
strategy would have a significant detrimental effect on competition in the downstream markets.  
a. Ability to engage in input foreclosure 
(324)  For the reasons set out below, first, the Commission cannot exclude that NENT may have the abi lity to engage in total or partial input foreclosure of its premium 
                                                 
233  Premium pay TV channels are acquired as an input for the markets for the retail supply of (i) AV services (ii) linear pay AV services, (iii) linear premium pay AV services (iv) all possible markets (i) to (iii) segmented into MDU and SDU.  
234 M.9064 – Telia / Bonnier Broadcasting Holding, interim text of the non -confid ential version of the 
commitments, available at:  
https://ec.europa.eu/competition/mergers/cases/additional data/m9064 3342 3.pdf .   
 
 
86 pay TV sports channels in Finland; second, the Commission considers that NENT 
will not have the ability to engage in total or partial input foreclosure of its 
premium non -sports pay TV cha nnels in Finland.  
(325)  First, the Commission assesses whether NENT would have a significant degree of 
market power in the upstream market for the wholesale supply of TV channels, 
including all possible sub- segments and whether NENT’s TV channels can be 
consider ed an important input within the meaning of the Non- Horizontal Merger 
Guidelines.235  
(326)  Table 35 reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Finland in 
2018 by share of vie wing . NENT’s market share in 2018 was respectively lower 
than [0-5]% for the wholesale supply of combined FTA/pay TV channels, and 
lower than ]10 -20]% for the wholesale supply of pay TV channels , and lower 
than [30-40]% for the wholesale supply of premium pay TV channels, and lower 
than [30 -40]% for the wholesale supply of premium pay TV sports channels.  
Table 35: Market shares in 2018  
in the market for the wholesale supply of pay TV channels by  share of viewing  
 Wholesale 
supply of 
FTA and 
pay-TV 
channels  Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
FTA and 
basic pay -
TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply  of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [0-5] [10-20] - n/a [30-40] [30-40] n/a 
Yle [40-50] - - n/a - - n/a 
Telia  [20-30] [20-30] - n/a [50-60] [50-60] n/a 
Discovery  [5-10] [0-5] - n/a - - n/a 
Others  [20-30] [60-70] - n/a [10-20] [10-20] n/a 
Source: Form CO, Annex 68.  
(327)  Table 36 reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Finland in 
2018 by value . NENT’s market share in 2018 was respectively [30 -40]% for the 
wholesale supply of premium pay TV channels, and [30 -40]% for the wholesale 
supply of premium pay TV sports channels, and [30 -40]% for the wholesale 
supply of premium pay TV non- sports channel s. 
Table 36: Market shares in 2018  
in the market for the wholesale supply of TV channels by value  
 Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  n/a n/a [30-40] [30-40] [30-40] 
Telia  n/a n/a [50-60] [50-60] [60-70] 
Discovery  n/a n/a - - - 
Others  n/a n/a [10-20] [10-20] - 
Source: Form CO, Annex 68.  
                                                 
235 See footnote 176.  
 
 
87 (328)  With reference to NENT’s premium pay TV sports channels, the Commission 
considers that, based on the above market shares, there is an indication that 
NENT has a significant market position in market for the wholesale supply of 
premium pay TV sports channel s in Finland. The only other broadcaster that 
comes anywhere close to the position of the merged entity is Telia.  
(329)  With reference to NENT’s premium pay TV non -sports channels, the 
Commission considers that, based on the above market shares, there is an 
indication that NENT has a significant market position in market for the 
wholesale supply of premium pay TV non- sports channels in Finland. The only 
other broadcaster that comes anywhere close to the position of the merged entity 
is Telia.  
(330)  Second, the Commis sion has analysed the views of market participants on the 
importance of NENT’s pay TV channels for retail suppliers of AV services since 
all competing providers of linear retail AV services are acquiring channels from 
NENT.236  
(331)  With reference to NENT’s premium pay TV sports channels, r espondents 
consider the channels NENT’s TV channels as important to compete in the retail 
market.237 Those channels carry unique sport content, such as football content as 
the English Premier League and hockey content as NHL , which respondents 
consider as relevant from a viewer’s perspective. With reference to NENT’s 
premium pay TV non- sports channels, while respondents consider such channels 
as important, they also consider that OTT players such as Netflix, are a 
competitive  constraint on NENT.238 Respondents’ indicated that Telia’s channels 
and Netflix’s non- linear premium films&series are closely competing with 
NENT’s premium pay non- sports TV channels.239 
(332)  Third, with reference to the technical ability to implement any foreclos ure 
strategy, r espondents to the market investigation provided a mixed reply on 
whether NENT would stop licensing its channels or license them at worst terms 
and conditions.240 One respondent considers that NENT could limit the 
distribution of certain channe ls (for example, premium channels) or certain rights 
(for example, OTT rights) in future negotiations. Another considers that it is 
unlikely that NENT would engage in foreclosing strategies due to the focus of the 
JV in the provision of DTH services.  
(333)  In addition, with reference to the Notifying Parties’ view that possible contractual 
limitations may reduce NENT’s ability to engage in total or partial input 
foreclosure, the Commission notes that NENT’s agreements with the JV’s 
competing TV distributors , Tel enor, Telia, and Elisa, are expiring respectively in 
                                                 
236 Responses to questionnaire Q5 to retail suppliers of AV services in Finland, question E.1.  
237 Responses to questionnaire Q5 to retail suppliers of AV services in Finland, question E.4.  
238 Responses to questionnaire Q5 to retail suppliers of AV services in Fi nland , questions E.4 and E.5.  
239 Responses to questionnaires Q5 to retail suppliers of AV services in Finland and Q6 to TV broadcasters in 
Finland, question E.5.  
240 Responses to questionnaire Q5 to retail suppliers of AV services in Finland , questions E.6 an d E.7 
and H.2. 
 
 
88 […], […] and […] .241 [Confidential information about NENTs business plans and 
strategic decisions] . 
(334)  With reference to potential counter- strategies that could be implemented by the 
JV’s downstream competito r, the market investigation provided mixed replies on 
whether alternative broadcasters from which it would be possible to license TV 
channels would remain available. Most respondents noted that alternative 
broadcasters or content providers would be availab le for content on which 
premium pay TV non- sports channels are based on but it would not be possible to 
fully replicate the premium sport content supplied by NENT.242 The Commission 
however notes that, Telia, is the both other major supplier of premium pay s ports 
TV channels and retail supplier of AV services. If Telia would be denied OTT 
rights from NENT, it could also deny OTT rights to its premium pay TV sports 
channels to NENT as counter strategy. In light of the above, the Commission 
considers that there would not likely be effective and timely counter -strategies for 
certain rivals to overcome the effects of total or partial input foreclosure of 
premium pay TV sports channels by NENT post -Transaction. The Commission 
considers that there would be effective and timely counter -strategies for rivals to 
overcome the effects of total or partial input foreclosure of premium pay TV non-
sports channels by NENT post -Transaction.  
(335)  In light of the above, first, the Commission cannot exclude that NENT may have 
the abili ty to engage in total or partial input foreclosure of its premium pay TV 
sports channels in Finland; second, the Commission considers that NENT will not 
have the ability to engage in total or partial input foreclosure of its premium non -
sports pay TV channels in Finland  
b. Incentive to engage in input foreclosure  
(336)  Respondents to the market investigation provided a mixed reply on whether 
NENT NENT would either stop licensing all of its channels or certain of its 
channels to competing TV distributors or reduce  the terms and conditions at 
which it licenses such channels.243 One respondent considers that NENT could 
limit the distribution of certain channels (for example, premium channels) or 
certain rights (for example, OTT rights) in future negotiations. Another considers 
that it is unlikely that NENT would engage in foreclo sing strategies due to the 
focus of the JV in the provision of DTH services.  
(337)  For the reasons set out below the Commission considers that NENT will not 
likely have the incentive to engage in total or partial input foreclosure of its TV 
channels in Finland, irrespective of any plausible segmentation of the product 
market in basic pay or premium pay sports or premium pay TV non- sports 
channels.  
(338)  An input foreclosure strategy would not likely be profitable for NENT if the lost 
profit in the upstream market from  such a strategy, that is to say carriage fees and 
                                                 
241 Form CO, Annex 55.  
242  Responses to questionnaire Q5 to retail suppliers of AV services in Finland, question E.9.  
243  Responses to questionnaire Q5 to retail suppliers of AV services in Finland , questions E.6, E.7 and H.2.  
 
 
89 advertising revenues244 of the NENT’s TV channels, is smaller than the profit 
gain from being able to expand sales or raise prices in the downstream market for 
the retail supply of AV services through the JV . 
(339)  First, the Commission notes that before the Transaction NENT was already a 
vertically integrated operator active on the one side on the wholesale supply of 
TV channels and, on the other side, on the retail supply of AV services through its 
OTT service, V iaplay with approximately […] subscribers in 2018, and its 
IPTV/DTH service, Viasat with approximately […] subscribers in 2018. Before 
the Transaction, even though NENT was vertically integrated, NENT distributed 
its channels widely in the market. This was  confirmed by respondents to the 
market investigation.245 Moreover, NENT was supplying its channels for DTH 
distribution to Canal Digital.246  
(340)  Second, the merger specific change of the Transaction relates to the increase of 
NENT’s position in the downstream ma rket by acquiring a 50% stake in the JV 
where Viasat’s DTH activities are combined with the Canal Digital’s one, and its 
approximately […] subscribers and by losing 50% control on Viasat’s business 
and its approximately […] subscribers. As indicated in Section 6.3.4, the 
Commission considers that the combination of Viasat and Canal Digital’s DTH 
businesses in the retail AV market, or any plausible segmentation, does not raise 
serious doubts as its compatibility with the internal market. In particular, both 
Viasat and Canal Digital are experiencing a decline in their customer basis 
showing the difficulties they have in attracting new customers compared to 
competing providers of retail AV services relying on fibre for distribution. The 
JV will have a combined customer base of […] subscribers in 2018. This is 
significantly more limited compared to Telia, Telenor and Elisa with customers 
bases if respectively […], […] and […]. 
(341)  Third, the Commission considers that the number of consumers switching to the 
JV in case NENT would no longer provide access to its channels would not be 
significant. NENT’s incentive to foreclose depends on the number of customers 
and cancelling their subscription with their current provider of retail AV services 
(“cord -cutting”) and switching to the JV’s offering. In Finland, the main 
providers of retail AV services, such as Telenor, Telia and Elisa are all offering 
also fixed internet access service and mobile telecommunications services. In case 
of a blackout of exclusively NENT’s TV chan nels, customers would have the 
possibility to keep their current fixed internet access service and retail AV service 
subscription and continue watching NENT’s TV channels, either basic or 
premium pay, on NENT’s OTT service, Viaplay, which would be supplied  
independently in the market (‘cord- shaving”). Based on the above, the 
Commission notes that switching to the JV’s retail AV service would be further 
constrained by the current market trend in Finland of customers subscribing to 
fibre based retail AV servi ces and fixed internet access services.   
                                                 
244 TV broadcasters generate revenues from the wholesale supply of TV channels mainly from (i) carriage 
fees obtained from retail AV distributors and, (ii) advertising revenues generated from the sale of 
advertising space on those channels.  
245  Responses to questionnaire Q5 to retail suppliers of AV services in Finland , question E.1.  
246  Form CO, Annex 55.  
 
 
90 (342)  Moreover, the Commission considers that the Transaction does not significantly 
change NENT’s incentive to engage into partial foreclosure. While any TV 
broadcaster would have the incentive to obtain a higher remune ration for the TV 
channels it is supplying to TV distributors, the increase in the JV’s downstream 
market position does not significantly increase NENT’s bargaining position. In 
particular, NENT would still need to get access to the customer base of compet ing 
providers of retail AV services to preserve the advertising revenue from the 
supply of its channels.  
(343)  Finally, the Commission considers that it would not be relevant to assess whether 
NENT would have the incentive to refuse to supply OTT rights to NENT ’s TV 
channels. NENT would remain active independently in the market for the retail 
supply of AV services through its OTT service, Viaplay. The JV would combine 
the Parties’ DTH businesses. Therefore, the Commission considers that the 
Transaction does not significantly change NENT’s incentive to licence OTT 
rights to competing providers of retail AV services. The Commission has assessed 
whether the Transaction would change NENT’s incentive to engage into 
partnership related to its OTT services with the JV’s  competing providers of retail 
AV services in Section 6.4.4.3. 
(344)  In light of the above, the Commission considers that NENT will not likely have 
the incentive to engage in total or partial input foreclosure of its TV channels in 
Finland, irrespective of any plausible segmentation of the product market in basic 
pay or premium pay sports or premium pay TV non- sports channels.  
c. Impact on effective competition and conclusion  
(345)  The Commission considers that due to the lack of  incentive for all these types of 
channels, it is not needed to assess whether any foreclosure strategy would have a 
negative impact on effective competition.  
(346)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise serious doubts as to its compatibility with the  internal market resulting  
from total or partial  input foreclosure of NENT’s TV channels, irrespective of any 
plausible segmentation247, in Finland.  
6.4.2.4. Denmark  
(347)  In Denmark, the JV will be active in the retail supply of AV services by 
combining Canal Digital’s DT H business and Viasat’s DTH activities. NENT will 
remain active in the wholesale supply of basic pay TV channels, baisc pay TV 
sports channels and premium pay TV non- sports channels. NENT would also 
remain active as retail supplier of AV services through i ts OTT applications, 
Viaplay. The merger specific change is the addition of Canal Digital’s 
downstream activities to NENT’s DTH service, Viasat.  
(348)  The Commission has assessed the risk that NENT would post -Transaction engage 
in input foreclosure strategies in  Denmark by either: (i) total input foreclosure of 
                                                 
247 NENT’s basic pay TV channels include all different genres of basic pay TV channels supplied by NENT 
in the market. NENT’s premium pay sports TV channels inc lude all sports channels supplied by NENT in 
the market. NENT’s premium pay non- sports TV channels include film & series channels supplied by 
NENT in the market.  
 
 
91 rival providers of retail AV services through the denial of access to NENT’s 
channels; and (ii) partial input foreclosure of rival providers of retail AV services 
through an increase of carriage fees paid by rival providers to NENT or by 
significantly degrading the quality of channels licensed to rival providers of AV 
services (for example, by removing significant content or ancillary rights). 
(349)  The Commission has assessed the two abovementioned types of input foreclosure 
strategies for all the types of TV channels, which NENT licenses to retail 
providers of AV services in Denmark, namely: (i) basic pay -TV channels248, (ii) 
baisc pay TV sports channels, and (iii) premium pay TV non- sports channels.  
(350)  For the purpose of its assessment, the Commission has considered, as the more 
likely potential targets of an input foreclosure strategy, the JV’s largest 
competitors in the retail supply of AV services, irrespective of any potential 
market segmentation. On the basis of  the market shares presented in Section 
6.2.1.4.(B), in relation to the market for the retail supply of AV services, the main 
targets of a potential foreclosure strategy are the other main TV distributors, 
namely TDC, Stofa, Waoo! and Telia.  
(351)  The Commission  has conducted its assessment on the basis of all possible 
downstream market definitions. The question as to whether NENT would have 
the ability to undertake a total or partial input foreclosure strategy has therefore 
been undertaken in light of the import ance of those channels to TV distributors 
active in the potential markets for which basic pay TV channels and premium pay 
TV channels are acquired.249 The Commission’s assessment of the impact of a 
total or partial foreclosure strategy also applies in respect of the above mentioned 
possible markets for which TV channels are an important input. Since the 
importance of NENT’s FTA and basic TV channels and the likely impact of 
foreclosure to those channels as inputs, is at least as significant on the narrower 
relevant markets as it is on the broader market for the retail provision of AV 
services, the Commission hereafter, in this section, refers to the ‘retail supply of 
AV services’ or ‘retail AV services’ as shorthand for all possible markets 
comprising the reta il supply of (i) AV services (ii ) linear pay AV services, 
(iii) linear basic pay AV services (iv) linear premium pay AV services, (v) all 
possible markets (i) to (iv) segmented into MDU and SDU.  
                                                 
248  NENT supplies its basic pay TV channels as a package. This conclusion is based on demand an d supply 
side factors, which support the view that NENT basic pay TV channels should be treated as a package 
product. On the demand side, TV distributors purchase a package of NENT’s basic pay TV channels in 
Denmark. [Confidential information regarding NEN Ts sales policy and strategy] . See Annex 55, Form 
CO. On the supply side, NENT’s basic pay TV channels are sold by TV distributors to end -customers as 
packages including, not only TV3 but also other basic pay TV channels. Accordingly, the demand and 
supply  side analysis of the purchase and supply of NENT’s basic pay TV channels shows that NENT’s 
channels constitute a package product. The Commission has therefore made its assessment of 
anticompetitive input foreclosure considering NENT’s basic pay TV channel s as a package therefore 
including all different genres of basic pay TV channels, excluding sport, supplied by NENT in the market.  
249  Basic pay TV channels are acquired as an input for the markets for the retail  supply of (i) AV services 
(ii) linear pay A V services, (iii) linear basic pay AV services (iv) all possible markets (i) to (iii) segmented 
into MDU and SDU. Premium pay TV channels are acquired as an input for the markets for the retail 
supply of (i) AV services (ii) linear pay AV services, (iii) l inear premium pay AV services (iv) all possible 
markets (i) to (iii) segmented into MDU and SDU.  
 
 
92 (A) The Notifying Parties’ view  
(352)  The Notifying Parties argue that the Transaction will not give NENT the ability 
and incentive to engage in input foreclosure in Denmark. Pre -Transaction, NENT 
is already vertically integrated as a supplier and distributor of TV channels. Post -
Transaction, NENT will remain active as a supp lier of TV channels but NENT’s 
vertical integration will be reduced with the transfer of its 100% owned entity, 
Viasat Consumer, into a joint venture 50% co- owned with Telenor.  
(353)  With respect to NENT’s ability to undertake an input foreclosure strategy, the 
Notifying Parties consider that NENT [confidential information about NENT’s 
distributors and sales strategy ].  
(354)  Even if NENT would have the ability and incentive to engage in an input 
foreclosure strategy, the Notifying Parties submit that such strategy would not 
have any significant detrimental effect on effective competition. […].  
(B) The Commission’s assessment  
(355)  The Commission’s assessment of anticompetitive input foreclosure, in li ght of the 
results of the market investigation, is set out in the following paragraphs. For this 
purpose, consistent with paragraph 32 of the Non- Horizontal Merger Guidelines, 
in relation to each of these practices, the Commission examines, (i) whether the  
merged entity would have, post -merger, the ability to foreclose access to inputs, 
(ii) whether it would have the incentive to do so, and (iii) whether a foreclosure 
strategy would have a significant detrimental effect on competition in the 
downstream mark ets. 
a. Ability to engage in input foreclosure  
(356)  For the reasons set out below, first, the Commission cannot exclude that NENT 
may have the ability to engage in total or partial input foreclosure of its basic pay 
TV channels in Denmark; second, the Commission cannot exclude that NENT 
may have the ability to engage in total or partial input foreclosure of its basic pay 
TV sports channels in Denmark; third, the Commission considers that NENT will 
not have the ability to engage in total or partial input foreclos ure of its premium 
non-sports pay TV channels in Denmark.  
(357)  First, the Commission assesses whether NENT would have a significant degree of 
market power in the upstream market for the wholesale supply of TV channels, 
including all possible sub- segments and wh ether NENT’s TV channels can be 
considered an important input within the meaning of the Non- Horizontal Merger 
Guidelines.250  
(358)  Table 37 reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV cha nnels in Denmark in 
2018 by share of viewing. NENT’s market share in 2018 was respectively 
[10-20]% for the wholesale supply of combined FTA/pay TV channels, and 
[10-20]% for the wholesale supply of pay TV channels and [10 -20]% for the 
wholesale supply of basic pay TV channels, and [20 -30]% for the wholesale 
supply of basic pay TV sports channels.  
                                                 
250 See footnote 172.  
 
 
93 Table 37: Market shares in 2018  
in the market for the wholesale supply of pay TV channels by share of viewing  
 Wholesale 
supply of 
FTA and 
pay-TV 
channels  Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
FTA and 
basic pay -
TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
basic 
sports 
pay-TV 
channels  Wholesale 
supply of 
premium  
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [10-20] [10-20] [10-20] [10-20] [20-30] n/a n/a 
DR251 [30-40] - [30-40] - [50-60] n/a n/a 
TV2 
Denmark  [30-40] [60-70] [30-40] 
[60-70] n/a n/a n/a 
Discovery  [10-20] [10-20] [5-10] [10-20] [20-30] n/a n/a 
Others  [0-5] [5-10] [0-5] [5-10] n/a n/a n/a 
Source: Form CO, Annex 68.  
(359)  Table 38 reproduced below, shows the market shares of NENT and its main 
competitors in the market for the wholesale supply of TV channels in Denmark in 
2018 by value . NENT’s market share in 2018 was respectively [30 -40]% for the 
wholesale supply of pay TV channels and [30 -40]% for the wholesale supply of 
basic pay TV channels, and [50 -60]% for the wholesale supply of basic pay TV 
sports channels, and [40 -50]% for the wholesale supply of premium pay TV non -
sports channels.  
Table 38: Market shares in 201 8 
in the market for the wholesale supply of TV channels by value  
 Wholesale 
supply of 
pay-TV 
channels  Wholesale 
supply of 
basic pay -
TV 
channels  Wholesale 
supply of 
premium 
pay-TV 
channels  Wholesale 
supply of 
basic 
sports 
pay-TV 
channels  Wholesale 
suppl y of 
premium 
pay-TV 
channels  Wholesale 
supply of 
premium 
non-sports 
pay-TV 
channels  
NENT  [30-40] [30-40] [40-50] [50-60] [40-50] [40-50] 
TV2 
Denmark  [30-40] [30-40] - [10-20] - - 
Discovery  [10-20] [10-20] - [20-30] - - 
Telia  [0-5] - [50-60] - [50-60] [50-60] 
Others  [5-10] [5-10] - [0-5] - - 
Source: Form CO, Annex 68.  
(360)  With reference to NENT’s basic pay TV channels, the Commission notes that 
NENT is the largest broadcaster by revenue and the second by volume in the 
market for the wholesale supply of basic pay TV channels with a market share of 
[10-20]% by volume and [30 -40]% by value in 2018. The main other providers 
are TV2 Denmark and Discovery with market shares by value of [30 -40]% and 
[10-20]% and by volume of [60 -70]% and [10 -20]%. 
(361)  With reference to NENT’s basic pay TV sports channels, the Commission 
considers that,  based on the above market shares, there is an indication that 
NENT has a significant market position in market for the wholesale supply of 
premium pay TV sports channels in Denmark. The only other broadcaster that 
                                                 
251  DR is the national public provider of TV channels in Denmark, broadcasting both TV services, radio and 
other online services, and DR is  the biggest provider of public service in the Danish media market.  
 
 
94 comes anywhere close to the position of t he merged entity is Discovery with a 
market share of [20 -30]% in 2018.  
(362)  With reference to NENT’s premium pay TV non -sports channels, the 
Commission considers that, based on the above market shares, there is an 
indication that NENT has a significant market position in market for the 
wholesale supply of premium pay TV non- sports channels in Denmark. The only 
other broadcaster that comes anywhere close to the position of the merged entity 
is Telia with a market share by value of [50 -60]% in 2018.  
(363)  Second, the Commission has analysed the views of market participants and the 
Notifying Parties’ internal documents on the importance of NENT’s pay TV 
channels for retail suppliers of AV services since all the main competing 
providers of linear retail AV services, TDC,  Stofa, Waoo! And Boxer are 
acquiring channels from NENT.252  
(364)  With reference to NENT’s basic pay TV channels, respondents to the market 
investigation consider the channels TV3, TV3+, TV3 Max and TV3 Sport as 
important to compete in the retail market.253 In particular, NENT’s basic pay 
sports TV channels carry unique sport content such as Champions League, 
English Premier League and Formula1, which respondents consider as relevant 
from a viewer’s perspective. With reference to NENT’s premium pay TV non -
sports channels, respondents consider that also non- linear AV services, such as 
Netflix and Amazon Prime, are a competitive constraint to NENT’s offering.254 
Respondents’ indicated that TV2 Denmark’s channels for basic TV channels and 
Netflix’s non -linear prem ium films&series and Dplay’s from Discovery for sports 
pay TV channels are NENT’s closest competitors.255 In particular, TV2 Denmark 
is the most viewed TV channel followed by DR. Among OTT services, the 
leading services are Netflix and HBO.  
(365)  Third, with reference to the technical ability to implement any foreclosure 
strategy, most respondents to the market investigation indicate that NENT post -
Transaction would not stop licensing certain of its TV channels or degrade the 
terms and conditions at which it licens es its TV channels.256 Only two 
respondents have indicated that NENT may limit and/or reduce the terms and 
conditions at which it licenses such channels. One respondent stated that NENT 
may leverage its "must have" exclusive basic sports rights to extract hi gher prices 
from competing distributors. Such alleged foreclosure practice would  impact 
current retail practice only for TV distributors that were already licensing 
NENT’s TV channels before the Transaction.257 Another respondent indicates that 
NENT may lim it distribution of its OTT rights in future negotiations.  
(366)  In addition, with reference to the Notifying Parties’ view that possible contractual 
limitations may reduce NENT’s ability to engage in total or partial input 
                                                 
252  Form CO, Annex 55  
253  Responses to questionnaires Q7 to retail suppliers of AV services in Denmark and Q8 to TV broadcasters 
in Denmark , question E.4.  
254  Responses to questionnaire Q7 to  retail suppliers of AV services in Denmark , questions E.4 and E.5.  
255  Responses to questionnaires Q7 to retail suppliers of AV services in Denmark and Q8 to TV broadcasters 
in Denmark , question E.5.  
256  Responses to questionnaire Q7 to retail suppliers of AV services in Denmark , questions E.6 and E.7.  
257  Responses to questionnaire Q7 to retail suppliers of AV services in Denmark , question E.1.  
 
 
95 foreclosure, the Commission notes that NENT’s agreements with the JV’s 
competing TV distributors , TDC, Stofa, Waoo! and Boxer, are expiring 
respectively in [ confidential information regarding NENTs business plans and 
strategic decisions] .258 
(367)  In light of the above, first, the Commission cannot exc lude that NENT may have 
the ability to engage in total or partial input foreclosure of its basic pay TV 
channels in Denmark; second, the Commission cannot exclude that NENT may 
have the ability to engage in total or partial input foreclosure of its basic pay TV 
sports channels in Denmark; third, the Commission considers that NENT will not 
have the ability to engage in total or partial input foreclosure of its premium non -
sports pay TV channels in Denmark. 
b. Incentive to engage in input foreclosure  
(368)  Most of the respondents to the market investigation have indicated that they 
consider it unlikely that NENT would either stop licensing all of its channels or 
certain of its channels to competing TV distributors or reduce the terms and 
conditions at which it licen ses such channels.259 Only two respondents have 
indicated that NENT may limit and/or reduce the terms and conditions at which it 
licenses such channelsOne respondent stated that NENT may leverage its "must 
have" exclusive basic sports rights to extract highe r prices from competing 
distributors. Such alleged foreclosure practice would  impact current retail 
practice only for TV distributors that were already licensing NENT’s TV 
channels before the Transaction.260 Another respondent indicates that NENT may 
limit distribution of its OTT rights in future negotiations.  
(369)  For the reasons set out below the Commission considers that NENT will not 
likely have the incentive to engage in total or partial input foreclosure of its TV 
channels in Denmark, irrespective of any pl ausible segmentation of the product 
market in basic pay or premium pay sports or premium pay TV non- sports 
channels.  
(370)  An input foreclosure strategy would not likely be profitable for NENT if the lost 
profit in the upstream market from such a strategy, that is to say carriage fees and 
advertising revenues261 of the NENT’s TV channels, is smaller than the profit 
gain from being able to expand sales or raise prices in the downstream market for 
the retail supply of AV services through the JV. 
(371)  First, the Commission  notes that before the Transaction NENT was already a 
vertically integrated operator active on the one side on the wholesale supply of 
TV channels and, on the other side, on the retail supply of AV services through its 
OTT service, Viaplay with approximate ly […] subscribers in 2018, and its 
IPTV/DTH service, Viasat with approximately […] subscribers in 2018. Before 
the Transaction, even though NENT was vertically integrated, NENT distributed 
its channels widely in the market. This was confirmed by respondents to the 
                                                 
258 Form CO, Annex 55.  
259  Responses to questionnaire Q7 to retail suppliers of AV services in Denmark , questions E.6 and E.7.  
260  Responses to questionnaire Q7 to retail suppliers of AV services in Denmark , question E.1.  
261 TV broadcasters generate revenues from the wholesale supply of TV channels mainly from (i) carriage 
fees obtained from retail AV distributors and, (ii)  advertising revenues generated from the sale of 
advertising space on those channels.  
 
 
96 market investigation.262 Moreover, NENT was supplying its channels for DTH 
distribution to Canal Digital.263  
(372)  Second, the merger specific change of the Transaction relates to the increase of 
NENT’s position in the downstream market by acquiring a 50% stake in the JV 
where Viasat’s DTH activities are combined with the Canal Digital’ s one, and its 
approximately […] subscribers and by losing 50% control on Viasat’s business 
and its approximately […] subscribers. Based on market shares presented in 
Section 6.2.1.4.(B), the Commission considers that the combined market shares of 
Viasat and Canal Digital’s DTH businesses in the retail AV market, or any 
plausible segmentation, would be limited and alternatives would remain available. 
In particular, both Viasat and Canal Digital are experiencing a decline in their 
customer basis showing the difficulties they have in attracting new customers 
compared to competing providers of retail AV services relying on fibre for 
distribution.264 The JV will have a combined customer base of […] subscribers in 
2018. This is significantly more limited compared t o TDC, Stofa and Waoo! with 
customers bases if respectively […], […] and […]. This is significantly more 
limited even compared to NENT’s Viaplay customer base of […] subscribers.  
(373)  Fourth, the Commission considers that the number of consumers switching to the 
JV in case NENT would no longer provide access to its channels would not be 
significant. NENT’s incentive to foreclose depends on the number of customers 
and cancelling their subscription with their current provider of retail AV services 
(“cord -cutting”)  and switching to the JV’s offering. In Denmark, the main 
providers of retail AV services, TDC is offering also fixed internet access service 
and mobile telecommunications services. Telia is also active in such markets. 
Moreover, r espondents to the market investigation indicate that the almost 97% of 
households in Denmark receive broadband signal of over 100 Mbps and therefore 
are capable of transmitting AV services.265 In case of a blackout of exclusively 
NENT’s TV channels, customers would have the possibil ity to keep their current 
fixed internet access service and retail AV service subscription and continue 
watching NENT’s TV channels, either basic or premium pay, on NENT’s OTT 
service, Viaplay, which would be supplied independently in the market (‘cord-
shaving”). Based on the above, the Commission notes that switching to the JV’s 
retail AV service would be further constrained by the current market trend in 
Denmark of customers subscribing to fibre based retail AV services and fixed 
internet access services.    
(374)  Moreover, the Commission considers that the Transaction does not significantly 
change NENT’s incentive to engage into partial foreclosure. While any TV 
broadcaster would have the incentive to obtain a higher remuneration for the TV 
channels it is supplying to TV distributors, the increase in the JV’s downstream 
market position does not significantly increase NENT’s bargaining position. In 
particular, NENT would still need to get access to the customer base of competing 
                                                 
262  Responses to questionnaire Q7 to retail suppliers of AV services in Denmark , question E.1.  
263  Form CO, Annex 55.  
264  In 2016, Canal Digital had approximately […] subsc ribers and Viasat […] subscribers. Their combined 
customer base decreased from […] to […] in only two years.  
265 Responses to questionnaire Q7 to retail suppliers of AV services in Denmark , question F.1.  
  Responses to questionnaire Q7 to retail suppliers of  AV services in Denmark , question F.1 and 
questionnaire Q8 to TV broadcasters in Denmark, question F.4.  
 
 
97 providers of retail AV services to preserve the advertising revenue from the 
supply of its channels.  
(375)  Finally, the Commission considers that it would not be relevant to assess whether 
NENT would have the incentive to refuse to supply OTT rights to NENT’s TV 
channels. NENT would remain active independently in the market for the retail 
supply of AV services through its OTT service, Viaplay. The JV would combine 
the Parties’ DTH businesses. Therefore, the Commission considers that the 
Transaction does not significantly change NENT’s incentive t o licence OTT 
rights to competing providers of retail AV services. The Commission has assessed 
whether the Transaction would change NENT’s incentive to engage into 
partnership related to its OTT services with the JV’s competing providers of retail 
AV servi ces in Section 6.4.4.4. 
(376)  In light of the above, the Commission considers that NENT will not likely have 
the incentive to engage in total or partial input foreclosure of its TV channels in 
Denmark, irrespective of any plausible segmentation of the product ma rket in 
basic pay or premium pay sports or premium pay TV non- sports channels.  
c. Impact on effective competition and conclusion  
(377)  The Commission considers that due to the lack of incentive for all these types of 
channels, it is not needed to assess whether any foreclosure strategy would have a 
negative impact on effective competition.  
(378)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise serious doubts as to its compatibility with the internal market resulting  
from total or  partial  input foreclosure of NENT’s TV channels, irrespective of any 
plausible segmentation266, in Denmark.  
6.4.3. Possible foreclosure of competing wholesale suppliers of TV channels from 
distributing to the JV’s retail AV services (customer foreclosure)  
(379)  In this Section, the Commission has assessed potential concerns regarding the 
foreclosure of competing wholesale suppliers of pay TV channels in Norway, 
Sweden and Finland where the JV will be active in the downstream market for the 
retail supply of AV services, and any plausible sub- segment, with a combined 
market share above 30%.   
(380)  While, the JV will be also active in the market for the retail supply of AV services 
in Denmark, the Commission notes that the JV’s market share in the Danish 
market for the retail sup ply of AV services is below 30%267, under any narrower 
possible market segmentation, and that the downstream market is therefore not a 
vertically affected market .  
                                                 
266 NENT’s basic pay TV channels include all different genres of basic pay TV channels supplied by NENT 
in the market. NENT’s premium pay sports TV channe ls include all sports channels supplied by NENT in 
the market. NENT’s premium pay non- sports TV channels include film & series channels supplied by 
NENT in the market.  
267  See market shares Section 6.2.1.4.(B).  
 
 
98 6.4.3.1. Norway  
(381)  In Norway, the JV will be active in the retail supply of AV services by combining 
Canal  Digital’s DTH business and Viasat’s DTH and IPTV activities. NENT will 
remain active in the wholesale supply of FTA and basic pay TV channels, 
premium pay TV sports channels and premium pay TV non- sports channels. 
NENT would also remain active as retail supplier of AV services through its OTT 
applications268, Viaplay. Telenor would also remain active in the retail supply of 
AV services via cable and IPTV through the Telenor brand (which will not be 
contributed to the JV).269 The merger specific change is the addition of Canal 
Digital’s downstream activities to NENT’s DTH and IPTV service, Viasat.270 
(382)  The Commission notes that the JV’s market share in the Norwegian market for 
the retail supply of AV services is below 30% . Nevertheless, given the JV’s 
higher market share in the narrow market segment for the supply of premium pay-
TV retail AV services, excluding non- linear OTT providers ([30 -40]% in 2018) 
and the market for the retail supply of premium AV services for SDUs, excluding 
non-linear OTT players ([40-50]% in  2018) , the Commission has assessed the risk 
of customer foreclosure strategies in Norway.  
(383)  In particular,  the Commission has assessed the risk of the following two types of 
customer foreclosure strategies: (i) total foreclosure of rival TV broadcasters 
through the JV’s refusal to carry competing TV channels on its downstream 
distribution platform; and (ii) pa rtial foreclosure of rival TV broadcasters through, 
for instance, a degradation of the quality of the viewers’ experience for competing 
TV channels on the JV’s distribution platform, or through a reduction in carriage 
fees. 
(384)  The Commission has assessed the two abovementioned types of customer 
foreclosure strategies for all the types of TV channels, which Viasat and Canal 
Digital were purchasing in Norway, namely: (i) basic pay -TV channels271, 
                                                 
268  [Confidential information regarding NENTs sales strategy and policy] . Form CO, paragraph 1294. 
Therefore, its market share in the market for the retail supply of AV services is not taken into account for 
the purpose of the assessment of customer foreclosure.  
269  Telenor does not offer a standalone O TT service in Norway, but Telenor subscribers have access to a TVE 
service ("T -We"). Paragraph 250, Form CO.  
270  Since NENT and Telenor would remain independently active in the relevant markets post -Transaction, the 
relationship between them is not assessed in the current Section but in Section 6.5. Furthermore, t he 
Commission notes that the Transaction does not change Telenor’s incentive to distribute channels via its 
own  retail AV service platform (not contributed to the JV). In particular, a strategy of foreclosing third-
party channels from Telenor’s retail AV service platform (not contributed to the JV) platforms in order to 
divert viewers and advertising revenues to NENT’s channels would harm Telenor’s ability to attract 
subscribers who expect to have a ccess to a wider range of content. For this reason, a customer foreclosure 
strategy, although potentially beneficial to NENT’s channels, would be detrimental to Telenor. Since 
NENT has no influence over Telenor’s decision making in relation to Telenor’s re tail AV service platform 
(not contributed to the JV), the Commission considers the foreclosure of third party TV channels from 
Telenor’s retail AV service platform (not contributed to the JV) as unlikely.  
271  NENT supplies its basic pay TV channels as a package. This conclusion is based on demand and supply 
side factors, which support the view that NENT basic pay TV channels should be treated as a package 
product. On the demand side, TV distributors purchase a package of NENT’s basic pay TV channels in 
Norway. [Confidential information regarding NENTs sales strategy and policy. ]. See Annex 55, Form CO. 
On the supply side, NENT’s basic pay TV channels are sold by TV distributors to end -customers as 
packages inclu ding, not only TV3 but also other basic pay TV channels. Accordingly, the demand and 
supply side analysis of the purchase and supply of NENT’s basic pay TV channels shows that NENT’s 
channels constitute a package product. The Commission has therefore made its assessment of 
 
 
99 (ii) premium pay TV sports channels, and (iii) premium pay TV non- sports 
channels.  
(385)  For the purposes of its assessment, the Commission has considered, in particular, 
as the more likely potential targets of a customer foreclosure strategy, the 
channels with the highest market shares. On the basis of the market shares 
present ed in Section 6.2.1.1.(A) , the main targets of potential foreclosure in 
Norway are likely to be the other two main commercial broadcasters, TV2 Norge 
and Discovery.272 
(386)  The question as to whether the JV would have the ability or the incentive to 
undertake a p artial or total customer foreclosure strategy has been assessed in all 
possible market segments where basic pay TV channels and premium pay TV 
channels are acquired. The Commission has conducted its assessment of the 
impact of a total or partial foreclosur e strategy in respect of the possible markets 
for which TV channels are an important input.273  
(387)  In Section 6.1.1., the Commission considered that the question whether Telenor 
and NRK belong to the same economic unit or whether they make up separate 
economic units with an independent power of decision can be left open as the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market regardless of the answer to this question. In particular, as regard to a 
potential vertical relationship between NRK and the JV, the Commission 
considers that the Transaction does not raise serious doubts as to its compatibility 
with the internal market from total or partial  customer foreclosure to the detriment 
of third parties’ TV channels, irrespec tive of any plausible segmentation, for the 
following reason. In order to benefit NRK, a hypothetical customer foreclosure 
strategy would be aimed at limiting the JV’s acquisition of TV channels from 
third parties in order to increase NRK’s viewership and strengthen the market 
position of NRK. As indicated in Section 6.4.2.1, NRK, however, is not a 
commercial broadcaster and it is not funded through advertising revenues. 
Therefore, any customer foreclosure strategy to increase NRK’s viewership 
would not bri ng any economic benefit to any of NRK, the JV or the Parties. 
(A) The Notifying Parties’ view  
(388)  The Notifying Parties argue that the Transaction will not give to the JV the ability 
and incentive to engage in customer foreclosure in Norway. Pre -Transaction, 
NENT is vertically integrated as a supplier and distributor of TV channels. Post-
Transaction, NENT will remain active as a supplier of TV channels but NENT’s 
                                                                                                                                                      
anticompetitive input foreclosure considering NENT’s basic pay TV channels as a package therefore 
including all different genres of basic pay TV channels supplied by NENT in the market.  
272 The Commission has not considered NRK as a potenti al target of foreclosure strategy since NRK is a FTA 
subject to “must -carry” obligations. NENT is not offering any FTA channel on the market.  
273  Basic pay TV channels are acquired as an input for the markets for the retail  supply of (i) AV services 
(ii) linear pay AV services, (iii) linear basic pay AV services (iv) all possible markets (i) to (iii) segmented 
into MDU and SDU. Premium pay TV channels are acquired as an input for the markets for the retail 
supply of (i) AV services (ii) linear pay AV service s, (iii) linear premium pay AV services (iv) all possible 
markets (i) to (iii) segmented into MDU and SDU. The Commission hereafter, in this section, refers to the 
‘retail supply of AV services’ or ‘retail AV services’ as shorthand for all possible markets  comprising the 
retail supply of (i) AV services (ii) linear pay AV services, (iii) linear basic pay AV services (iv) linear 
premium pay AV services, (v) all possible markets (i) to (iv) segmented into MDU and SDU.  
 
 
100 vertical integration will be reduced with the transfer of its 100% owned entity, 
Viasat Consumer, into a joint venture 50% co- owned with Telenor.  
(389)  With respect to the JV’s ability to undertake a customer foreclosure strategy, the 
Notifying Parties consider that, first, the contractual agreement currently in place 
between TV broadcasters and each of Viasat an d Canal Digital would limit the 
JV’s ability to engage in such practices. Second, the JV does not have the 
required market power, in particular due to the structural decline of Viasat and 
Canal Digital’s DTH offering.  
(390)  Even if the JV had the ability to engage in a customer foreclosure strategy by 
preventing rival TV broadcasters from distributing its TV channels to their 
customers, the Notifying Parties submit that the Transaction does not increase 
incentives to engage into customer foreclosure strategies. First, the Notifying 
Parties consider that NENT’s and Telenor’s incentives are not aligned. In 
particular, a customer foreclosure strategy would be beneficial exclusively to 
NENT which would expand its advertising revenue. Therefore, Telenor would try 
to oppose such strategy. Second, NENT has a limited market position in the 
market for the wholesale supply of TV channels. Therefore, any selective 
customer foreclosure strategy would firstly benefit other broadcasters, such as 
TV2 Norge and Discovery, with a higher market position. [ Confidential 
information regarding NENTs sales strategy and policy] . 
(391)  Even if the JV would have the ability and incentive to engage in a customer 
foreclosure strategy, the Notifying Parties, particularly in light of the JV’s limited  
importance as a customer due to its limited position in the downstream market, 
consider it unlikely that any such conduct would result in the foreclosure or 
marginalisation of channels competing with NENT’s TV channels to such an 
extent that competition w ould be negatively affected.  
(B) The Commission’s assessment  
(392)  The Commission's assessment of potential concerns regarding the foreclosure of 
competing wholesale suppliers of pay TV channels, in light of the results of the 
market investigation, is set out in the  following paragraphs. For this purpose, in 
line with paragraph 59 of the Non- Horizontal Merger Guidelines, the 
Commission examines: (i) whether the JV would have the ability to foreclose 
competing wholesale supplier of TV channels; (ii) whether it would have the 
economic incentive to do so; and (iii) whether a foreclosure strategy would have a 
significant detrimental effect on competition downstream.  
a. Ability to engage in customer foreclosure  
(393)  When considering whether the JV would have the ability to fore close access to 
downstream markets, the Commission examines whether there are sufficient 
economic alternatives in the downstream market for upstream rivals to sell their 
output.  
(394)  The Commission considers that the JV would lack the ability to engage in eithe r 
total or partial customer foreclosure strategies of third parties’ pay TV channels 
since it does not have a sufficient degree of market power in the market for the 
 
 
101 retail supply of AV services, irrespective of any possible segmentation, for the 
following reasons.  
(395)  First, most of the respondents to the market investigation do not expect that the 
JV post -Transaction will implement a customer foreclosure strategy by either 
stopping to source TV channels or degrade the terms and conditions at which it 
does so.274 Only one respondent indicated that the JV may engage in partial 
customer foreclosure strategies by worsening the terms and conditions at which it 
purchases channels from third parties. The respondent specified that  its concern is 
more generic and it rela tes to the general retail consolidation trend in the market 
and it does not have a view on whether this specific Transaction is likely to raise 
concerns.  
(396)  Second, the JV will have a limited market position in the market for the retail 
supply of AV services, and any possible sub -segment. The JV will hold a market 
share of [10 -20]% by value in the Norwegian market for the retail supply of AV 
services (based on 2018 data) and below 30% in all market segments except for 
the market for the supply of premium pay- TV retail AV services, excluding non -
linear OTT providers and the market for the retail supply of premium AV services 
for SDUs, excluding non- linear OTT players.275 
Table 39: Market shares in 2018  
in the market for the retail supply of  AV services by revenue  
 Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic 
pay-TV  Basic pay -
TV 
(excluding 
non- linear 
OTT 
providers)  Premium 
pay-TV  Premium 
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for 
MDUs  Pay-TV 
for 
SDUs  Pay-TV 
for MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for SDUs 
(excluding 
non- linear 
OTT)  
Canal 
Digital  [10-20] [10-20] [10-20] [10-20] [10-20] [20-30] [10-20] [10-20] [10-20] [20-30] 
Viasat  [0-5] [0-5] [0-5] [0-5] [5-10] [10-20] [0-5] [0-5] [0-5] [5-10] 
JV [10-20] [20-30] [10-20] [10-20] [20-30] [30-40] [10-20] [20-30] [10-20] [20-30] 
Telenor  [10-20] [20-30] [20-30] [20-30] [5-10] [10-20] [20-30] [10-20] [30-40] [10-20] 
Viaplay  [0-5] - [0-5] - [0-5] - [0-5] [0-5] - - 
Parties  [40-50] [40-50] [40-50] [40-50] [30-40] [40-50] [40-50] [40-50] [40-50] [40-50] 
Telia  [10-20] [10-20] [10-20] [10-20] [5-10] [5-10] [10-20] [10-20] [20-30] [10-20] 
RiksTV  [10-20] [10-20] [10-20] [10-20] [0-5] [5-10] [5-10] [10-20] [5-10] [10-20] 
Non-
linear 
OTT 
(excluding 
Viaplay)  [10-20] - [0-5] - [30-40] - [10-20] [10-20] - - 
Others  [20-30] [20-30] [20-30] [20-30] [20-30] [30-40] [10-20] [20-30] [20-30] [20-30] 
Source: Form CO, Annex 12.  
(397)  Table 40, reproduced below, shows the market shares of the JV and its main 
competitor s in the market for the retail supply of AV services and possible sub-
segments by subscribers. The JV would have an even more limited market 
position in the overall market for the retail supply of AV services with a market 
share of approximately [10 -20]%. 
                                                 
274 Responses to questionnaire Q2 to TV broadcasters in Norway, questions G.1 and G.2.  
275  See market shares available in Section 6.2.1.1.(B).  
 
 
102 Table 40: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Overall 
market  Overall 
market 
(excluding 
non- linear 
OTT 
providers)  Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic 
pay-TV  Basic pay -TV 
(excluding 
non- linear 
OTT 
providers)  
Canal Digital  [5-10] [10-20] [5-10] [10-20] [10-20] [10-20] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] 
Telenor  [10-20] [10-20] [10-20] [20-30] [20-30] [20-30] 
Viaplay  [5-10] - [5-10] - [10-20] - 
Parties  [20-30] [30-40] [20-30] [30-40] [40-50] [40-50] 
Telia  [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] 
RiksTV  [5-10] [5-10] [5-10] [5-10] [10-20] [10-20] 
Non-linear 
OTT 
(excluding 
Viaplay)  [30-40] - [30-40] - [0-5] - 
Others  [20-30] [40-50] [20-30] [30-40] [20-30] [20-30] 
Source: Form CO, Annex 12.  
(398)  The JV’s market position would not significantly differ in a market segment for 
the retail supply of premium pay AV services where it will have a combined 
market share of approximately [10 -20]% in the premium pay market segment 
excluding non- linear OTT ser vices, such as Netflix.  
Table 41: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Premium 
pay-TV  Premium 
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for MDUs  Pay-TV 
for SDUs  Pay-TV for 
MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV for 
SDUs 
(excluding 
non- linear 
OTT)  
Canal Digital  [0-5] [10-20] [0-5] [10-20] [5-10] [20-30] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [5-10] [10-20] [0-5] [10-20] [5-10] [20-30] 
Telenor  [0-5] [5-10] [10-20] [5-10] [30-40] [10-20] 
Viaplay  [0-5] - [5-10] [5-10] - - 
Parties  [10-20] [20-30] [20-30] [20-30] [30-40] [30-40] 
Telia  [5-10] [5-10] [10-20] [5-10] [20-30] [10-20] 
RiksTV  [0-5] [0-5] [0-5] [5-10] [0-5] [10-20] 
Non-linear 
OTT 
(excluding 
Viaplay)  [50-60] - [30-40] [30-40] - - 
Others  [20-30] [60-70] [20-30] [20-30] [30-40] [30-40] 
Source: Form CO, Annex 12.  
(399)  Third, several alternative providers of linear retail AV services would remain 
available in the market for the retail supply of AV services, excluding non- linear, 
where TV channels are used as an input. In particular, Telenor, Telia, Altibox and 
RiksTV wil l remain active with market shares by revenue of respectively 
 
 
103 [10-20]%, [10-20]%, [10-20]% and [10 -20]% and market shares by subscribers of 
respectively [10-20]%, [10- 20]%, [5 -10]% and [5 -10]%.  
(400)  Moreover, as shown in Figure 2, in Norway there is a trend of  customers 
switching to TV services distributed over fibre networks which would likely 
continue post -Transaction. NENT’s competing broadcasters would continue to 
have the ability to distribute their channels through fiber based providers of retail 
AV servi ces.  
(401)  Finally, with reference to possible contractual limitations that may reduce the 
JV’s ability to perform such conduct, the Commission notes that Canal Digital’s 
agreements with the competing TV broadcasters TV2 Norge, Disney and 
Discovery, expire resp ectively on […], […] and […]276 and that Viasat’s 
agreements with the competing TV broadcasters TV2 Norge, Disney, Viacom and 
Discovery, expire respectively on […], […], […] and […]277. Therefore, an 
ability on the part of the JV to totally or partially foreclose competing 
broadcasters cannot be held to arise in the near future in light of the applicable 
contractual provisions.  
(402)  In light of the above, the Commission considers that the JV will not have the 
ability to engage in total or partial customer foreclosure of its strategies of third 
parties’ pay TV channels in Norway since it does not have a sufficient degree of 
market power in the market for the retail supply of AV services, irrespective of 
any possible segmentation.  
b. Incentive to engage in customer fo reclosure  
(403)  Given the lack of ability to foreclose, it is not necessary to conclude as to whether 
the JV will have the incentive to engage in total or partial customer foreclosure 
strategies of third parties’ pay TV channels.  
(404)  Nevertheless, the Commission has  assessed the JV’s incentives, and considers 
that the JV would lack the incentive to engage in total or partial customer 
foreclosure strategies of third parties’ pay TV channels for the following reasons.  
(405)  First, most of the respondents to the market invest igation do not expect that the 
JV post -Transaction will implement a customer foreclosure strategy by either 
stopping to source TV channels or degrading the terms and conditions at which it 
does so.278 Only one respondent indicated that the JV may engage in partial 
customer foreclosure strategies by worsening the terms and conditions at which it 
purchases channels from third parties. The respondent specified that  its concern is 
more generic and it relates to the general retail consolidation trend in the market  
and it does not have a view on whether this specific Transaction is likely to raise 
concerns.   
                                                 
276  Telenor’s reply to RFI 14, Annex 3.  
277  NENT’s reply to RFI 14, Annex 4.  
278 Responses to questionnaire Q2 to TV broadcasters in Norway, questions G.1 and G. 2. 
 
 
104 (406)  Second, the Commission notes that a customer foreclosure strategy whereby the 
JV would not broadcast channels of competing TV broadcasters could have a 
detrimen tal impact on the retail AV offering of the JV. One document submitted 
by Telenor, for examples, shows that  [confidential strategic views of Telenor in 
the market for the wholesale acquisition of TV channels ].279 In the same 
document, Telenor describes  [confidential strategic views of Telenor in the 
market for the wholesale acquisition of TV channels] Moreover, the Notifying 
Parties have provided an analysis prepared by an external economic consultant 
showing that the JV would not have an incentive to enga ge in such foreclosing 
strategy.280 
(407)  Third, the Commission considers that linear retail suppliers of AV services need a 
large and diverse portfolio of attractive TV channels of different genres for their 
retail packages. In particular, the main competing providers of retail AV services, 
namely Telia, Altibox and RiksTV are all offering channels offered by TV2 
Norge and Discovery.281 Therefore, a foreclosure of competing TV broadcasters 
would be detrimental to the retail provider of AV services which would offer a 
product of inferior quality vis -à-vis its competitors.   
(408)  Fourth, the Commission notes that there is already another similar vertically 
integrated player, RiksTV, active in Norway. RiksTV is jointly owned by NRK 
and TV2 Norge, the leading wholesale supplie r of pay TV channels in Norway. 
Even if owned at 50% by TV2 Norge, RiksTV is sourcing TV channels broadly in 
the market and its offering to its […] subscribers include also NENT and 
Discovery’s channels. The Commission considers that, similarly to RiksTV, the 
JV would have limited incentives to engage in total customer foreclosure 
strategies.  
(409)  Moreover, the, Commission notes that a strategy of foreclosing third- party 
channels from the JV’s platforms in order to divert viewers and advertising 
revenues to NENT’s channels would harm the JV’s ability to attract subscribers 
who expect to have access to a wider range of content. For this reason, a customer 
foreclosure strategy, although potentially beneficial to NENT’s channels, would 
be detrimental to Telenor,  which could therefore be expected to use its influence 
over the JV to block it. Thus, the divergence between NENT’s and Telenor’s 
commercial interests is likely to prevent the JV from engaging in customer 
foreclosure to the benefit of NENT’s channels busi ness.  
(410)  Finally, the Commission considers that the Transaction does not significantly 
change the JV’s incentive to engage into partial foreclosure. While any TV 
distributor could be considered to have the incentive, if possible, to reduce the 
cost for licens ing TV channels from third parties TV broadcasters, the increase in 
the JV’s downstream market position does not significantly increase the JV’s 
bargaining position towards wholesale suppliers of TV channels (compared to 
NENT’s or Canal Digital’s pre -Trans action positions). First, the JV would still 
need to get access to a broad range of content from competing TV channels in 
order to offer an attractive package to its customers. Second, the JV will not be on 
                                                 
279  Form CO, Annex 51(d)(i).  
280  Form CO, Annex 39.  
281  Form CO, paragraphs 479 -502. 
 
 
105 a preferential position compared to competing providers of retail AV services, 
such as Telia and Altibox.  
(411)  In light of the above, the Commission concludes that the JV would not have the 
incentive to engage in total or partial customer foreclosure of third parties’ pay 
TV channels. 
c. Impact on effective competition and conclusion  
(412)  Given the lack of ability and incentive to foreclose, it is not necessary to conclude 
as to whether total or partial customer foreclosure strategies of third parties’ pay 
TV channels would have a negative impact on effective competition.  
(413)  Nevertheless, the Commission has assessed the potential impact of such strategies 
and considers that it is unlikely that any customer foreclosure strategies of third 
parties’ TV channels considered above would have a significant negative impact 
on consumers and effective competition in Norway, for the following reasons. 
(414)  First, as noted in section 6.3.2, the JV would not hold a significant market 
position as a customer in the downstream market for the retail supply of AV 
services, irrespective of any  possible segmentation of the market for the retail 
supply of AV services. The JV will have a limited market share of [10 -20]% by 
revenue in the national market for the retail supply of AV services.282  
(415)  Second, while the results of the market investigation indicated that such 
foreclosure strategy may have a negative impact on their ability to compete,283 the 
Commission considers that rival TV broadcasters are also able to develop new 
strategies to reach viewers. In the first place, the Commission notes that bot h 
Discovery and TV2 Norge have launched their own OTT services in order to 
reach viewers directly. As of December 2018, TV2 Norge’s OTT service, TV2 
Norge Sumo had approximately […] subscribers while Discovery’s OTT services, 
Dplay and Eurosport player, ha d respectively […] and […]  subscribers.  
(416)  Moreover, in the event that the JV sought to cease carrying third party TV 
channels on its platform competing broadcasters would still be able to expand 
their activities with other retail suppliers of AV services. In particular, Telenor, 
Telia, Altibox and RiksTV will remain active with market shares by revenue of 
respectively [10-20]%, [10-20]%, [10-20]% and [10 -20]% and market shares by 
subscribers of respectively [10-20]%, [10 -20]%, [5 -10]% and [5 -10]%.  
                                                 
282  The JV and the Parties’ market shares have been presented in Section 6.4.3.2.(B).a above.  The JV will 
hold a market share below 30% in all market segments except for th e market for the supply of premium 
pay-TV retail AV services, excluding non -linear OTT providers and the market for the retail supply of 
premium AV services for SDUs, excluding non -linear OTT players. Moreover, the Commission notes that 
[confidential infor mation regarding NENTs sales strategy and policy ]. Form CO, paragraph 1294. 
Therefore, its market share in the market for the retail supply of AV services is not taken into account for 
the purpose of the assessment of customer foreclosure.  
283  Responses  to questionnaire Q2 to TV broadcasters in Norway , question G.4.  
 
 
106 (417)  Finally,  as also indicated above, the agreements in place between the JV and 
wholesale suppliers of TV channels afford protection in relation to carriage fees 
and potential partial foreclosure strategy. In particular,  Canal Digital’s 
agreements with the competing  TV broadcasters TV2 Norge, Disney and 
Discovery, expire respectively on […], […] and […]284 and that Viasat’s 
agreements with the competing TV broadcasters TV2 Norge, Disney, Viacom and 
Discovery, expire respectively on […], […], […] and [ …]285.  
(418)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise serious doubts as to its compati bility with the internal market resulting  
from total or partial  customer foreclosure of third parties’ TV channels, 
irrespective of any plausible s egmentation286, in Norway. 
6.4.3.2. Sweden  
(419)  In Sweden, the JV will be active in the retail supply of AV services by combining 
Canal Digital’s DTH business and Viasat’s DTH and IPTV activities. NENT will 
remain active in the wholesale supply of FTA and basic pay TV cha nnels, 
premium pay TV sports channels and premium pay TV non- sports channels. 
NENT would also remain active as retail supplier of AV services through its OTT 
applications287, Viaplay. Telenor would remain active in the retail supply of AV 
services via cable and IPTV through the Telenor brand (which will not be 
contributed to the JV).288 The merger specific change is the addition of Canal 
Digital’s downstream activities to NENT’s DTH and IPTV service, Viasat.289 
(420)  The Commission notes that the JV’s market share in the Swedish market for the 
retail supply of AV services is below 30% . Nevertheless, given the JV’s higher 
market share in the narrow market segments for the supply of pay- TV retail AV 
services, excluding non -linear OTT providers, ( [30-40]% in 2018) , the supply of 
premium pay -TV retail AV services, excluding non- linear OTT providers, 
([30-40]% in 2018) , the supply of pay- TV retail AV services for SDUs, excluding 
non-linear OTT providers, ([30 -40]% in 2018) , the supply of pay- TV retail 
                                                 
284  Telenor’s reply to RFI 14, Annex 3.  
285  NENT’s reply to RFI 14, Annex 4.  
286 NENT’s basic pay TV channels include all different genres of basic pay TV channels supplied by NENT 
in the market. NEN T’s premium pay sports TV channels include all sports channels supplied by NENT in 
the market. NENT’s premium pay non- sports TV channels include film & series channels supplied by 
NENT in the market.  
287 [Confidential information regarding NENTs sales strate gy and policy] . Form CO, paragraph 1294. 
Therefore, its market share in the market for the retail supply of AV services is not taken into account for 
the purpose of the assessment of customer foreclosure.  
288  Telenor does not offer a standalone OTT service in Sweden, but Telenor subscribers have access to a TVE 
service ("Telenor Stream"). Paragraph 593, Form CO.  
289  Since NENT and Telenor would remain independently active in the relevant markets post -Transaction, the 
relationship between them is not assessed in the current Section but in Section 6.5. Furthermore, t he 
Commission notes that the Transaction does not change Telenor’s incentive to distribute channels via its 
own  retail AV service platform (not contributed to the JV). In particular, a strategy of f oreclosing third-
party channels from the Telenor’s retail AV service platform (not contributed to the JV) platforms in order 
to divert viewers and advertising revenues to NENT’s channels would harm Telenor’s ability to attract 
subscribers who expect to have access to a wider range of content. For this reason, a customer foreclosure 
strategy, although potentially beneficial to NENT’s channels, would be detrimental to Telenor. Since 
NENT has no influence over Telenor’s decision making in relation to Telenor’s  retail AV service platform 
(not contributed to the JV), the Commission considers the foreclosure of third party TV channels from 
Telenor’s retail AV service platform (not contributed to the JV) as unlikely.  
 
 
107 premium AV services for  SDUs, excluding non -linear OTT providers, ( [30-40]% 
in 2018) , the Commission has assessed the risk of customer foreclosure strategies 
in Sweden. 
(421)  In particular,  the Commission has assessed the risk of the following two types of 
customer foreclosure strateg ies: (i) total foreclosure of rival TV broadcasters 
through the JV’s refusal to carry competing TV channels on its downstream 
distribution platform; and (ii) partial foreclosure of rival TV broadcasters through, 
for instance, a degradation of the quality of the viewers’ experience for competing 
TV channels on the JV’s distribution platform, or through a reduction in carriage 
fees. 
(422)  The Commission has assessed the two abovementioned types of customer 
foreclosure strategies for all the types of TV channels, wh ich Viasat and Canal 
Digital were purchasing in Sweden, namely: (i) FTA and basic pay- TV 
channels290, (ii) premium pay TV sports channels, and (iii) premium pay TV non-
sports channels.  
(423)  For the purposes of its assessment, the Commission has considered, in par ticular, 
as the more likely potential targets of a customer foreclosure strategy, the 
channels with the highest market shares. On the basis of the market shares 
presented in Section 6.2.1.2.(A) , the main targets of potential foreclosure in 
Sweden are likel y to be the other two main commercial broadcasters, Telia and 
Discovery.  
(424)  The question as to whether the JV would have the ability or the incentive to 
undertake a partial or total customer foreclosure strategy has been assessed in all 
possible market segmen ts where basic pay TV channels and premium pay TV 
channels are acquired. The Commission has conducted its assessment of the 
impact of a total or partial foreclosure strategy in respect of the possible markets 
for which TV channels are an important input.291  
                                                 
290  NENT supplies its FTA and basic pay TV channels as a package. This conclusion is based on demand and 
supply side factors, which support the view that NENT FTA and basic pay TV channels should be treated 
as a package product. On the demand side, TV distributors purchase a package of NENT’s FTA and ba sic 
pay TV channels in Sweden. [ Confidential information regarding NENTs sales strategy and policy] . See 
Annex 55, Form CO. On the supply side, NENT’s FTA and basic pay TV channels are sold by TV 
distributors to end -customers as packages including, not onl y TV3 but also other basic pay TV channels. 
Accordingly, the demand and supply side analysis of the purchase and supply of NENT’s FTA and basic 
pay TV channels shows that NENT’s channels constitute a package product. The Commission has 
therefore made its assessment of anticompetitive input foreclosure considering NENT’s FTA and basic 
pay TV channels as a package therefore including all different genres of FTA and basic pay TV channels 
supplied by NENT in the market.  
291  Basic pay TV channels are acquired as an input for the markets for the retail supply of (i) AV services (ii) 
linear pay AV services, (iii) linear basic pay AV services (iv) all possible markets (i) to (iii) segmented 
into MDU and SDU. Premium pay TV channels are acquired as an input for the markets for the retail 
supply of (i) AV services (ii) linear pay AV services, (iii) linear premium pay AV services (iv) all possible 
markets (i) to (iii) segmented into MDU and SDU. The Commission hereafter, in this section, refers to the 
‘retail supply of A V services’ or ‘retail AV services’ as shorthand for all possible markets comprising the 
retail supply of (i) AV services (ii) linear pay AV services, (iii) linear basic pay AV services (iv) linear 
premium pay AV services, (v) all possible markets (i) to ( iv) segmented into MDU and SDU.  
 
 
108 (A)  The Notifying Parties’ view  
(425)  The Notifying Parties argue that the Transaction will not give to the JV the ability 
and incentive to engage in customer foreclosure in Sweden. Pre- Transaction, 
NENT is vertically integrated as a supplier and distributor of TV  channels. Post -
Transaction, NENT will remain active as a supplier of TV channels but NENT’s 
vertical integration will be reduced with the transfer of its 100% owned entity, 
Viasat Consumer, into a joint venture 50% co- owned with Telenor.  
(426)  With respect to the JV’s ability to undertake a customer foreclosure strategy, the 
Notifying Parties consider that, first, the contractual agreement currently in place 
would limit the JV’s ability to engage in such practices. Second, the JV does not 
have the required marke t power, in particular due to the structural decline of 
Viasat and Canal Digital’s DTH offering.  
(427)  Even if the JV had the ability to engage in a customer foreclosure strategy by 
preventing rival TV broadcasters from distributing its TV channels to their 
customers, the Notifying Parties submit that the Transaction does not increase 
incentives to engage into customer foreclosure strategies. First, the Notifying 
Parties consider that NENT’s and Telenor’s incentives are not aligned. In 
particular, a customer foreclosure strategy would be beneficial exclusively to 
NENT which would expand its advertising revenue. Therefore, Telenor would try 
to oppose such strategy. Second, NENT has a limited market position in the 
market for the wholesale supply of TV channels. Therefore, any selective 
customer foreclosure strategy would firstly benefit other broadcasters, such as 
Telia and Discovery, with a higher market position. Third, any profit of NENT 
from additional advertising revenue would not compensate for the loss from the 
number of subscribers switching away from the JV’s retail AV service.  
(428)  Even if the JV would have the ability and incentive to engage in an customer 
foreclosure strategy, the Notifying Parties, particularly in light of the JV’s limited 
importance as a cu stomer due to its limited position in the downstream market, 
consider it unlikely that any such conduct would result in the foreclosure or 
marginalisation of channels competing with NENT’s TV channels to such an 
extent that competition would be negatively affected.  
(B) The Commission’s assessment  
(429)  The Commission's assessment of potential concerns regarding the foreclosure of 
competing wholesale suppliers of pay TV channels, in light of the results of the 
market investigation, is set out in the following paragraphs. For this purpose, in 
line with paragraph 59 of the Non- Horizontal Merger Guidelines, the 
Commission examines: (i) whether the JV would have the ability to foreclose 
competing wholesale supplier of TV channels; (ii) whether it would have the 
economic incentive to do so; and (iii) whether a foreclosure strategy would have a 
significant detrimental effect on competition downstream.  
a. Ability to engage in customer foreclosure  
(430)  When considering whether the JV would have the ability to foreclose access to 
downstream markets, the Commission examines whether there are sufficient 
economic alternatives in the downstream market for upstream rivals to sell their 
output.  
 
 
109 (431)  The Commission considers that the JV would lack the ability to engage in either 
total or partial customer foreclosure strategies of third parties’ pay TV channels 
since it does not have a sufficient degree of market power in the market for the 
retail supply of AV services, irrespective of any possible segmentation, for the 
following reasons.  
(432)  First,  none of the respondents to the market investigation consider that the JV 
would stop sourcing channels from NENT’s competitors292 but, some believe that 
it could engage in partial foreclosure strategies degrading terms and conditions 
for the acquisition of c ertain channels or stop carrying only certain channels.293 
One respondent notes that the JV may have the incentive not to carry third party 
channels for which the customers’ willingness to pay is very limited and that 
these channels could be removed to reduc e costs. Another respondent considers 
that a service relying exclusively on NENT’s channels would not be competitive. 
However, the same respon dent indicated that the JV may engage in partial 
customer foreclosure strategies by worsening the terms and condit ions at which it 
purchases channels from third parties. The respondent specified that  its concern is 
more generic and relates to the general retail consolidation trend in the market 
and it does not have a view on whether this specific Transaction is likely to raise 
concerns.  
(433)  Second, as represented in Table 42 below, the JV will hold a market share of 
[20-30]% by value in the Swedish market for the retail supply of AV services 
(based on 2018 data)  and below 30% in all market segments except for the 
market f or the supply of premium pay- TV retail AV services, excluding non-
linear OTT providers as well as market for the supply of pay- TV retail AV 
service, excluding non- linear OTT providers, as well as the market for the supply 
of pay- TV retail AV service for SD Us, excluding non- linear OTT providers as 
well as the supply of pay- TV retail premium AV services for SDUs, excluding 
non-linear OTT providers .294  
                                                 
292  Responses to questionnaires Q3 to retail suppliers of AV services in Sweden and Q4  to TV broadcasters in 
Sweden , question G.1.  
293  Responses to questionnaires Q3 to retail suppliers of AV services in Sweden and Q4  to TV br oadcasters in 
Sweden , question G.2.  
294  See market shares available in Section 6.2.1.1.(B).  
 
 
110 Table 42: Market shares in 2018  
in the market for the retail supply of AV services by revenue  
 Pay-
TV  Pay-TV 
(excluding 
non-linear 
OTT 
providers)  Basic 
pay-TV  Basic pay -
TV 
(excluding 
non-linear 
OTT 
providers)  Premiu
m pay-
TV 
sector  Premium 
pay-TV 
(excluding 
non-linear 
OTT 
providers)  Pay-TV 
for 
MDUs  Pay-TV 
for 
SDUs  Pay-TV 
for MDUs 
(exclu ding 
non-linear 
OTT 
providers)  Pay-TV 
for 
SDUs 
(exclud
ing 
non-
linear 
OTT)  
Canal 
Digital  [10-20] [10-20] [10-20] [10-20] [5-10] [10-20] [10-20] [5-10] [10-20] [10-20] 
Viasat  [10-20] [10-20] [5-10] [10-20] [10-20] [20-30] [0-5] [10-20] [0-5] [10-20] 
JV [20-30] [30-40] [20-30] [20-30] [20-30] [30-40] [10-20] [20-30] [10-20] [30-40] 
Telenor  [5-10] [5-10] [10-20] [10-20] [0-5] [5-10] [10-20] [5-10] [10-20] [5-10] 
Viaplay  [0-5] - [5-10] - [0-5] - - [5-10] - - 
Parties  [30-40] [30-40] [30-40] [30-40] [20-30] [30-40] [20-30] [30-40] [20-30] [40-50] 
Tele2/ 
ComHem  [20-30] [30-40] [30-40] [40-50] [20-30] [30-40] [40-50] [20-30] [40-50] [30-40] 
Telia  [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] [10-20] 
Non-linear 
OTT 
(excluding  
Viaplay)  [20-30] - [0-5] - [20-30] - - [20-30] - - 
Others  [5-10] [5-10] [0-5] [5-10] [5-10] [5-10] [10-20] [0-5] [10-20] [5-10] 
Source: Form CO, Annex 12.  
(434)  Table 43, reproduced below, shows the market shares of the JV and its main 
competitors in the market for the retail supply of AV services and possible sub-
segments by subscribers. The JV would have an even more limited market 
position with a market share of approxi mately [5-10]% in the overall market for 
the retail supply of AV services.  
Table 43: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Overall 
market  Overall 
market 
(excluding 
non- linear 
OTT 
providers)  Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic 
pay-TV  Basic pay -TV 
(excluding 
non- linear 
OTT 
providers)  
Canal Digital  [0-5] [5-10] [0-5] [5-10] [0-5] [5-10] 
Viasat  [0-5] [5-10] [0-5] [5-10] [0-5] [0-5] 
JV [5-10] [10-20] [5-10] [10-20] [5-10] [5-10] 
Telenor  [5-10] [5-10] [5-10] [5-10] [10-20] [10-20] 
Viaplay  [0-5] - [0-5] - [5-10] - 
Parties  [10-20] [20-30] [10-20] [20-30] [20-30] [20-30] 
Tele2/ 
ComHem  [20-30] [40-50] [20-30] [40-50] [40-50] [40-50] 
Telia  [10-20] [20-30] [10-20] [20-30] [10-20] [10-20] 
Non-linear 
OTT 
(excluding 
Viaplay)  [30-40] - [30-40] - [5-10] - 
Others  [10-20] [10-20] [5-10] [10-20] [5-10] [10-20] 
Source: Form CO, Annex 12.  
 
 
111 (435)  The JV’s market position would not significantly differ in a market segment for 
the retail supply of premium pay AV services where it will have a combined 
market share of approximately [10 -20]% in the premium pay market segment 
excluding non- linear OTT ser vices, such as Netflix.  
Table 44: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Premium 
pay-TV  Premium 
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for MDUs  Pay-TV 
for SDUs  Pay-TV for 
MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV for 
SDUs 
(excluding 
non- linear 
OTT)  
Canal Digital  [0-5] [5-10] [0-5] [0-5] [0-5] [5-10] 
Viasat  [0-5] [10-20] [0-5] [5-10] [0-5] [10-20] 
JV [5-10] [10-20] [0-5] [10-20] [0-5] [20-30] 
Telenor  [0-5] [0-5] [10-20] [0-5] [10-20] [5-10] 
Viaplay  [0-5] - - [5-10] - - 
Parties  [10-20] [20-30] [10-20] [10-20] [10-20] [20-30] 
Telia  [10-20] [30-40] [50-60] [10-20] [50-60] [30-40] 
RiksTV  [10-20] [20-30] [10-20] [5-10] [10-20] [20-30] 
Non-linear 
OTT 
(excluding 
Viaplay)  [50-60] - - [40-50] - - 
Others  [10-20] [20-30] [10-20] [5-10] [10-20] [10-20] 
Source: Form CO, Annex 12.  
(436)  Third, several alternative providers of linear retail AV services would remain 
available in the market for the retail supply of AV services, excluding non- linear, 
where TV channels are used as an input. In particular, Telenor, Telia and Tele2 
will remain a ctive with market shares by revenue of respectively [5-10]%, 
[20-30]%, [40-50]% and [0 -5]% and market shares by subscribers of respectively 
[5-10]%, [10 -20]% and [40 -50]%. 
(437)  Moreover, as shown in Figure 4, in Sweden there is a trend of customers 
switching to TV services distributed over fibre networks which would likely 
continue post -Transaction. NENT’s competing broadcasters would continue to 
have the ability to distribute their channels through fiber based providers of retail 
AV services.  
(438)  Finally, with ref erence to possible contractual limitations that may reduce the 
JV’s ability to perform such conduct, the Commission notes that Canal Digital’s 
agreements with the competing TV broadcaster Telia, Disney and Discovery, 
expire respectively on […], […] and […]295 and that Viasat’s agreements with the 
competing TV broadcasters Telia, Disney, NGC and Discovery, expire 
respectively on […], […], […] and […]296. Therefore, an ability on the part of the 
JV to totally or partially foreclose competing broadcasters cannot b e held to arise 
in the near future in light of the applicable contractual provisions. 
                                                 
295  Telenor’s reply to RFI 14, Annex 3.  
296  NENT’s reply to RFI 14, Annex 4.  
 
 
112 (439)  In light of the above, the Commission considers that the JV will not have the 
ability to engage in total or partial customer foreclosure of its strategies of third 
partie s’ pay TV channels in Sweden since it does not have a sufficient degree of 
market power in the market for the retail supply of AV services, irrespective of 
any possible segmentation.  
b. Incentive to engage in customer foreclosure  
(440)  Given the lack of ability  to foreclose, it is not necessary to conclude as to whether 
the JV will have the incentive to engage in total or partial customer foreclosure 
strategies of third parties’ pay TV channels.  
(441)  Nevertheless, the Commission has assessed the JV’s incentives, and considers 
that the JV would lack the incentive to engage in total or partial customer 
foreclosure strategies of third parties’ pay TV channels for the following reasons.  
(442)  First, n one of the respondents to the market investigation consider that the JV 
would stop sourcing channels from NENT’s competitors297 but, some believe that 
it could engage in partial foreclosure strategies degrading terms and conditions 
for the acquisition of certain channels or stop carrying only certain channels.298 
One respondent notes that the JV may have the incentive not to carry third party 
channels for which the customers’ willingness to pay is very limited and they 
could be removed to reduce costs. Another respondent considers that a service 
relying exclusivel y on NENT’s channels would not be competitive. However, the 
same respon dent indicated that the JV may engage in partial customer foreclosure 
strategies by worsening the terms and conditions at which it purchases channels 
from third parties. The respondent specified that  its concern is more generic and it 
relates to the general retail consolidation trend in the market and it does not have 
a view on whether this specific Transaction is likely to raise concerns.  
(443)  Second, the Commission notes that a customer for eclosure strategy whereby the 
JV would not broadcast channels of competing TV broadcasters could have a 
detrimental impact on the retail AV offering of the JV. One document submitted 
by Telenor, for examples, shows that [ confidential strategic views of Tel enor in 
the market for the wholesale acquisition of TV channels ].299 The Notifying Parties 
have also provided an analysis prepared by an external economic consultant 
showing that the JV would not have an incentive to engage in such foreclosing 
strategy.300 
(444)  Third, the Commission considers that linear retail suppliers of AV services need a 
large and diverse portfolio of attractive TV channels of different genres for their 
retail packages. In particular, the main competing providers of retail AV services, 
namely T elia, Altibox and RiksTV are all offering channels offered by TV2 
Norge and Discovery.301 Therefore, a foreclosure of competing TV broadcasters 
                                                 
297  Responses to questionnaires Q3 to retail suppliers of AV services in Sweden and Q4  to TV broadcasters in 
Sweden , question G.1.  
298  Responses to questionnaires Q3 to retail suppliers of AV services in Sweden and Q4  to TV broadcasters in 
Sweden , question G.2.  
299  Form CO, Annex 51(c)(ii).  
300  Form CO, Annex 40.  
301  Form CO, from paragraphs 479 to 502. 
 
 
113 would be detrimental to the retail provider of AV services which would offer a 
product of inferior quality vis -à-vis its competitors.   
(445)  Fourth, the Commission notes that there is already another similar vertically 
integrated player, Telia, active in Sweden. Telia is active both in the market for 
the wholesale supply of TV channels and in the market for the retail suppl y of AV 
services. Telia is sourcing TV channels broadly in the market and its offering to 
its subscribers include also NENT and Discovery’s channels. The Commission 
considers that, similarly to Telia, the JV would have limited incentives to engage 
in total  customer foreclosure strategies.  
(446)  Moreover, the Commission notes that a strategy of foreclosing third- party 
channels from the JV’s platforms in order to divert viewers and advertising 
revenues to NENT’s channels would harm the JV’s ability to attract subscribers 
who expect to have access to a wider range of content. For this reason, a customer 
foreclosure strategy, although potentially beneficial to NENT’s channels, would 
be detrimental to Telenor, which could therefore be expected to use its influence  
over the JV to block it. Thus, the divergence between NENT’s and Telenor’s 
commercial interests is likely to prevent the JV from engaging in customer 
foreclosure to the benefit of NENT’s channels business.  
(447)  Finally, the Commission considers that the Transa ction does not significantly 
change the JV’s incentive to engage into partial foreclosure. While any TV 
distributor could be considered to have the incentive, if possible, to reduce the 
cost for licensing TV channels from third parties TV broadcasters, the  increase in 
the JV’s downstream market position does not significantly increase the JV’s 
bargaining position towards wholesale suppliers of TV channels (compared to 
NENT’s or Canal Digital’s pre -Transaction positions). First, the JV would still 
need to ge t access to a broad range of content from competing TV channels in 
order to offer an attractive package to its customers. Second, the JV will not be on 
a preferential position compared to competing providers of retail AV services, 
such as Telia and Tele2.  
(448)  In light of the above, the Commission concludes that the JV would not have the 
incentive to engage in total or partial customer foreclosure of third parties’ pay 
TV channels. 
c. Impact on effective competition and conclusion  
(449)  Given the lack of ability and i ncentive to foreclose, it is not necessary to conclude 
as to whether total or partial customer foreclosure strategies of third parties’ pay 
TV channels would have a negative impact on effective competition.  
(450)  Nevertheless, the Commission has assessed the pot ential impact of such strategies 
and considers that it is unlikely that any customer foreclosure strategies of third 
parties’ TV channels considered above would have a significant negative impact 
on consumers and effective competition in Sweden, for the following reasons. 
(451)  First, as noted in section 6.3.3, the JV would not hold a significant market 
position as a customer in the downstream market for the retail supply of AV 
services, irrespective of any possible segmentation of the market for the retail 
suppl y of AV services.  The JV will have a market share of approximately 
 
 
114 [30-40]% by revenue and [10 -20]% by volume in the national market for the 
retail supply of AV services, excluding non -linear, where TV channels are 
supplied as an input.302  
(452)  Second, while the  results of the market investigation indicated that such 
foreclosure strategy may have a negative impact on their ability to compete,303 the 
Commission considers that rival TV broadcasters are also able to develop new 
strategies to reach viewers. In the first place, the Commission notes that both 
Discovery and Telia have launched their own OTT services in order to reach 
viewers directly. As of December 2018, Discovery’s OTT services, Dplay and 
Eurosport player, had respectively […] and […]  subscribers.  
(453)  Moreover, in the event that the JV sought to cease carrying third party TV 
channels on its platform competing broadcasters would still be able to expand 
their activities with other retail suppliers of AV services. In particular, Telenor, 
Telia and Tele2 wi ll remain active with market shares by revenue of respectively 
[5-10]%, [20-30]%, [40-50]% and [0 -5]% and market shares by subscribers of 
respectively [5-10]%, [10 -20]% and [40 -50]%. 
(454)  Finally, as also indicated above, the agreements in place between the JV and 
wholesale suppliers of TV channels afford protection in relation to carriage fees 
and potential partial foreclosure strategy. In particular, Canal Digital’s 
agreements with the competing TV broadcasters Telia, Disney and Discovery, 
expire respectively on  […], […] and […]304 and that Viasat’s agreements with the 
competing TV broadcasters Telia, Disney, NGC and Discovery, expire 
respectively on […], […], […] and […]305.   
(455)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise  serious doubts as to its compatibility with the internal market resulting  
from total or partial  customer foreclosure of third parties’ TV channels, 
irrespective of any plausible segmentation306, in Sweden. 
6.4.3.3. Finland  
(456)  In Finland, the JV will be active in the re tail supply of AV services by combining 
Canal Digital’s DTH business and Viasat’s DTH activities. NENT will remain 
active in the wholesale supply of TV channels. NENT would also remain active 
                                                 
302  The JV and the Parties’ market shares have been presented in Section 6.4.3.2.(B).a above.  The JV will 
hold a market share below 30% in all market segments except for the market for the supply of premium 
pay-TV retail AV services, excluding non -linear OTT providers as well as market for the supply of pay -
TV retail AV service, excluding non -linear OTT providers, as well as the market for the supply of pay -TV 
retail AV service for SDUs, excluding non -linear OTT providers as well as the supply of pay -TV retail 
premium AV services for SDUs, excluding non -linear OTT providers . Moreover, the Commission notes 
that [confidential information regarding NENTs sales strategy and policy ]. Form CO, paragraph 1294. 
Therefore, its market share in the market for the r etail supply of AV services is not taken into account for 
the purpose of the assessment of customer foreclosure.  
303  Responses to questionnaire Q4 to TV broadcasters in Sweden , question G.4.  
304  Telenor’s reply to RFI 14, Annex 3.  
305  NENT’s reply to RFI 14, Annex 4.  
306 NENT’s basic pay TV channels include all different genres of basic pay TV channels supplied by NENT 
in the market. NENT’s premium pay sports TV channels include all sports channels supplied by NENT in 
the market. NENT’s premium pay non- sports TV  channels include film & series channels supplied by 
NENT in the market.  
 
 
115 as retail supplier of AV services through its OTT applications, Viaplay. The 
merger specific change is the addition of Canal Digital’s downstream activities to 
NENT’s DTH service, Viasat.307 
(457)  The Commission notes that the JV’s market share in the Finnish market for the 
retail supply of AV services is below 30% . Neverthele ss, given the JV’s higher 
market share in the narrow market segment for the supply of pay- TV retail AV 
services for SDUs, excluding non- linear OTT providers, ( [30-40]% in 2018), for 
the retail supply of basic AV services for SDUs ( [30-40]% in 2018) and for  the 
retail supply of basic AV services for SDUs, excluding non- linear OTT 
([40-50]% in 2018).308, the Commission has assessed the risk of customer 
foreclosure strategies in Finland.  
(458)  In particular, the Commission has assessed the risk of the following two types of 
customer foreclosure strategies: (i) total foreclosure of rival TV broadcasters 
through the JV’s refusal to carry competing TV channels on its downstream 
distribution platform; and (ii) partial foreclosure of rival TV broadcasters through, 
for insta nce, a degradation of the quality of the viewers’ experience for competing 
TV channels on the JV’s distribution platform, or through a reduction in carriage 
fees. 
(459)  The Commission has assessed the two abovementioned types of customer 
foreclosure strategies f or all the types of TV channels, which Viasat and Canal 
Digital were purchasing in Finland, namely: (i) premium pay TV sports channels, 
and (ii) premium pay TV non- sports channels.  
(460)  For the purposes of its assessment, the Commission has considered, in parti cular, 
as the more likely potential targets of a customer foreclosure strategy, the 
channels with the highest market shares. On the basis of the market shares 
presented in Section 6.2.1.3.(A) , the main targets of potential foreclosure in 
Finland is likely to be the other main commercial broadcaster, Telia.309 
(461)  The question as to whether the JV would have the ability or the incentive to 
undertake a partial or total customer foreclosure strategy has been assessed in all 
possible market segments where basic pay TV channels and premium pay TV 
channels are acquired. The Commission has conducted its assessment of the 
                                                 
307  Since NENT and Telenor would remain independently active in the relevant markets post -Transaction, the 
relationship between them is not assessed in the current Section but in Secti on 6.5. Furthermore, t he 
Commission notes that the Transaction does not change Telenor’s incentive to distribute channels via its 
own  retail AV service platform (not contributed to the JV). In particular, a strategy of foreclosing third-
party channels from the Telenor’s retail AV service platform (not contributed to the JV) platforms in order 
to divert viewers and advertising revenues to NENT’s channels would harm Telenor’s ability to attract 
subscribers who expect to have access to a wider range of conten t. For this reason, a customer foreclosure 
strategy, although potentially beneficial to NENT’s channels, would be detrimental to Telenor. Since 
NENT has no influence over Telenor’s decision making in relation to Telenor’s retail AV service platform 
(not co ntributed to the JV), the Commission considers the foreclosure of third party TV channels from 
Telenor’s retail AV service platform (not contributed to the JV) as unlikely.  
308  Based on the market shares available in Section 6.2.1.1.(B).  
309  The Commission has not considered NRK as a potential target of foreclosure strategy since NRK is a FTA 
subject to “must -carry” obligations. NENT is not offering any FTA channel on the market.  
 
 
116 impact of a total or partial foreclosure strategy in respect of the possible markets 
for which TV channels are an important input.310  
(A) The Notifying Parties’ view  
(462)  The Notifying Parties argue that the Transac tion will not give to the JV the ability 
and incentive to engage in customer foreclosure in Finland. Pre -Transaction, 
NENT is vertically integrated as a supplier and distributor of TV channels. Post-
Transaction, NENT will remain active as a supplier of TV channels but NENT’s 
vertical integration will be reduced with the transfer of its 100% owned entity, 
Viasat Consumer, into a joint venture 50% co- owned with Telenor.  
(463)  With respect to the JV’s ability to undertake a customer foreclosure strategy, the 
Notifyi ng Parties consider that, first, the contractual agreement currently in place 
would limit the JV’s ability to engage in such practices. Second, the JV does not 
have the required market power, in particular due to the structural decline of 
Viasat and Canal Digital’s DTH offering.  
(464)  Even if the JV had the ability to engage in a customer foreclosure strategy by 
preventing rival TV broadcasters from distributing its TV channels to their 
customers, the Notifying Parties submit that the Transaction does not increa se 
incentives to engage into customer foreclosure strategies. First, the Notifying 
Parties consider that NENT’s and Telenor’s incentives are not aligned. In 
particular, a customer foreclosure strategy would be beneficial exclusively to 
NENT which would exp and its advertising revenue. Therefore, Telenor would try 
to oppose such strategy. Second, NENT has a limited market position in the 
market for the wholesale supply of TV channels. Therefore, any selective 
customer foreclosure strategy would firstly benefi t other broadcasters, such as 
Telia, with a higher market position. Third, any profit of NENT from additional 
advertising revenue would not compensate for the loss from the number of 
subscribers switching away from the JV’s retail AV service.  
(465)  Even if the J V would have the ability and incentive to engage in an customer 
foreclosure strategy, the Notifying Parties, particularly in light of the JV’s limited 
importance as a customer due to its limited position in the downstream market, 
consider it unlikely that any such conduct would result in the foreclosure or 
marginalisation of channels competing with NENT’s TV channels to such an 
extent that competition would be negatively affected.  
                                                 
310  Basic pay TV channels are acquired as an input for the markets for the retai l supply of (i) AV services 
(ii) linear pay AV services, (iii) linear basic pay AV services (iv) all possible markets (i) to (iii) segmented 
into MDU and SDU. Premium pay TV channels are acquired as an input for the markets for the retail 
supply of (i) AV services (ii) linear pay AV services, (iii) linear premium pay AV services (iv) all possible 
markets (i) to (iii) segmented into MDU and SDU. The Commission hereafter, in this section, refers to the 
‘retail supply of AV services’ or ‘retail AV services’ as  shorthand for all possible markets comprising the 
retail supply of (i) AV services (ii) linear pay AV services, (iii) linear basic pay AV services (iv) linear 
premium pay AV services, (v) all possible markets (i) to (iv) segmented into MDU and SDU.  
 
 
117 (B) The Commission’s assessment  
(466)  The Commission's assessment of potential concerns regarding the foreclosure of 
competing wholesale suppliers of pay TV channels, in light of the results of the 
market investigation, is set out in the following paragraphs. For this purpose, in 
line with paragraph 59 of the Non- Horizontal Merger Guidelines , the 
Commission examines: (i) whether the JV would have the ability to foreclose 
competing wholesale supplier of TV channels; (ii) whether it would have the 
economic incentive to do so; and (iii) whether a foreclosure strategy would have a 
significant det rimental effect on competition downstream. 
a. Ability to engage in customer foreclosure  
(467)  When considering whether the JV would have the ability to foreclose access to 
downstream markets, the Commission examines whether there are sufficient 
economic alternatives in the downstream market for upstream rivals to sell their 
output.  
(468)  The Commission considers that the JV would lack the ability to engage in either 
total or partial customer foreclosure strategies of third parties’ pay TV channels 
since it does  not have a sufficient degree of market power in the market for the 
retail supply of AV services, irrespective of any possible segmentation, for the 
following reasons.  
(469)  First, some  respondents to the market investigation consider that the JV would 
stop sour cing channels from NENT’s competitors311 and that it could engage in 
partial foreclosure strategies degrading terms and conditions for the acquisition of 
certain channels or stop carrying only certain channels.312 For example, the JV 
could use the increased bargaining power to degrade the terms and conditions at 
which it sources its channels. Another respon dent considers that the general retail 
consolidation trend in the market between TV distributors and TV broadcasters 
may be detrimental. However, it does not  have a view on whether this specific 
Transaction is likely to raise concerns.  
(470)  Second, as represented in Table 45  below, the JV will hold a market share of 
[5-10]% by value in the Finnish market for the retail supply of AV services 
(based on 2018 data) and below 30% in all market segments except for the market 
for the supply of pay- TV for SDU, excluding non -linear OTT providers. .313  
                                                 
311 Resp onses to questionnaires Q6  to TV broadcasters in Finland , question G.1.  
312  Responses to questionnaires Q6 to TV broadcasters in Finland , question G.2.  
313  See market shares available in Section 6.2.1.3.(B). Even considering NENT’s market shares, the 
combine d position of NENT and the JV will not be above 30% under any other possible market segments.  
 
 
118 Table 45: Market shares in 2018  
in the market for the retail supply of AV services by revenue  
 Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic 
pay-TV  Basic pay -
TV 
(excluding 
non- linear 
OTT 
providers)  Premium 
pay-TV  Premium 
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for 
MDUs  Pay-TV 
for 
SDUs  Pay-TV 
for MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for SDUs 
(excluding 
non- linear 
OTT)  
Canal 
Digital  [5-10] [5-10] [5-10] [5-10] [5-10] [10-20] [0-5] [10-20] [0-5] [20-30] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [5-10] [10-20] [5-10] [5-10] [5-10] [10-20] [0-5] [10-20] [0-5] [30-40] 
Telenor  [10-20] [10-20] [20-30] [20-30] [0-5] [5-10] [10-20] [0-5] [20-30] [0-5] 
Viaplay  [5-10] - [5-10] - [5-10] - [5-10] [5-10] - - 
Parties  [20-30] [20-30] [30-40] [30-40] [10-20] [10-20] [20-30] [30-40] [20-30] [30-40] 
Telia  [10-20] [20-30] [20-30] [20-30] [10-20] [20-30] [20-30] [5-10] [30-40] [10-20] 
Elisa  [10-20] [20-30] [20-30] [20-30] [5-10] [10-20] [20-30] [5-10] [20-30] [5-10] 
Non-
linear 
OTT 
(excluding 
Viaplay)  [20-30] - [0-5] - [40-50] - [10-20] [30-40] - - 
Others  [30-40] [20-30] [5-10] [5-10] [60-70] [40-50] [30-40] [50-60] [10-20] [40-50] 
Source: Form CO, Annex 12 . 
(471)  Table 46, reproduced below, shows the market shares of the JV and its main 
competitors in the market for the retail supply of AV services and possible sub-
segments by subscribers. The JV would have even a more limited market position 
with a market share of approxim ately [0 -5]%.  
Table 46: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Overall 
market  Overall 
market 
(excluding 
non- linear 
OTT 
providers)  Pay-TV  Pay-TV 
(excluding 
non- linear 
OTT 
providers)  Basic 
pay-TV  Basic pay -TV 
(excluding 
non- linear 
OTT 
providers)  
Canal Digital  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
Telenor  [10-20] [10-20] [10-20] [20-30] [30-40] [30-40] 
Viaplay  [0-5] - [0-5] - [5-10] - 
Parties  [10-20] [20-30] [20-30] [20-30] [30-40] [30-40] 
Telia  [10-20] [20-30] [20-30] [30-40] [20-30] [30-40] 
Elisa  [10-20] [10-20] [10-20] [20-30] [20-30] [20-30] 
Non-linear 
OTT 
(excluding 
Viaplay)  [20-30] - [20-30] - [0-5] - 
Others  [50-60] [30-40] [30-40] [10-20] [5-10] [5-10] 
Source: Form CO, Annex 12.  
 
 
119 (472)  The JV’s market position would not significantly differ in a market segment for 
the retail supply of premium pay AV services where it will have a combined 
market share of approximately [0 -5]% in the premium pay market segment 
excluding non- linear OTT servi ces, such as Netflix.  
Table 47: Market shares in 2018  
in the market for the retail supply of AV services by subscribers  
 Premium 
pay-TV  Premium 
pay-TV 
(excluding 
non- linear 
OTT 
providers)  Pay-TV 
for MDUs  Pay-TV 
for SDUs  Pay-TV for 
MDUs 
(excluding 
non- linear 
OTT 
providers)  Pay-TV for 
SDUs 
(excluding 
non- linear 
OTT)  
Canal Digital  [0-5] [0-5] [0-5] [5-10] [0-5] [10-20] 
Viasat  [0-5] [0-5] [0-5] [0-5] [0-5] [0-5] 
JV [0-5] [0-5] [0-5] [5-10] [0-5] [10-20] 
Telenor  [0-5] [5-10] [20-30] [0-5] [30-40] [5-10] 
Viaplay  [0-5] - [0-5] [5-10] - - 
Parties  [5-10] [10-20] [20-30] [10-20] [30-40] [10-20] 
Telia  [10-20] [30-40] [20-30] [10-20] [30-40] [20-30] 
Elisa  [5-10] [10-20] [10-20] [5-10] [20-30] [10-20] 
Non-linear 
OTT 
(excluding 
Viaplay)  [50-60] - [20-30] [40-50] - - 
Others  [70-80] [30-40] [30-40] [60-70] [10-20] [40-50] 
Source: Form CO, Annex 12.  
(473)  Third, several alternative providers of linear retail AV services would remain 
available in the market for the retail supply of AV services, excluding non- linear, 
where TV channels are used as an input. In particular, Telenor, Telia and Elisa 
will remain a ctive with market shares by revenue of respectively [10 -20]%, 
[20-30]%, and [20 -30]%  and market shares by subscribers of respectively 
[10-20]%, [20-30]% and [10 -20]% in the overall market for the retail supply of 
AV services, excluding non- linear provider s. 
(474)  Fourth, the merger specific change brought by the Transaction corresponds to an 
increase of market shares of maximum [0-5]% by revenue and [0 -5]% by 
subscribers. Therefore, the merger specific change in the ability to engage in 
customer foreclosure is l imited.  
(475)  In light of the above, the Commission considers that the JV will not have the 
ability to engage in total or partial customer foreclosure of its strategies of third 
parties’ pay TV channels in Finland since it does not have a sufficient degree of 
market power in the market for the retail supply of AV services, irrespective of 
any possible segmentation.  
 
 
120 b. Incentive to engage in customer foreclosure  
(476)  Given the lack of ability to foreclose, it is not necessary to conclude as to whether 
the JV will have  the incentive to engage in total or partial customer foreclosure 
strategies of third parties’ pay TV channels.  
(477)  Nevertheless, the Commission has assessed the JV’s incentives, and considers 
that the JV would lack the incentive to engage in total or partial customer 
foreclosure strategies of third parties’ pay TV channels for the following reasons.  
(478)  First, the Commission notes that a customer foreclosure strategy whereby the JV 
would not broadcast channels of competing TV broadcasters could have a 
detrimental impact on the retail AV offering of the JV. The Commission 
considers that the JV’s incentives in Finland would be similar to the ones in 
Norway and Sweden discussed in sections 6.4.3.1 and 6.4.3.2. 
(479)  Second, the Commission considers that linear retail suppli ers of AV services need 
a large and diverse portfolio of attractive TV channels of different genres for their 
retail packages. In particular, the main competing providers of retail AV services, 
namely Telia, Elisa and Telenor are all offering channels offered by NENT314 and 
Telia.315 Therefore, a foreclosure of competing TV broadcasters would be 
detrimental to the retail provider of AV services which would offer a product of 
inferior quality vis -à-vis its competitors.   
(480)  Third, the Commission notes that there is already another similar vertically 
integrated player, Telia, active in Finland. Telia is active both in the market for 
the wholesale supply of TV channels and in the market for the retail supply of AV 
services. Telia is sourcing TV channels broadly in the market and its offering to 
its subscribers include also NENT and Discovery’s channels. The Commission 
considers that, similarly to Telia, the JV would have limited incentives to engage 
in total customer foreclosure strategies.  
(481)  Fourth, the Commission notes that, before the Transaction, Canal Digital was not 
engaging in either total or partial foreclosure strategy. The Commission considers 
that the […] subscribers brought by Viasat to the JV would not materially change 
the incentive to engage in such strategy. 
(482)  Moreover, the Commission notes that a strategy of foreclosing third- party 
channels from the JV’s platforms in order to divert viewers and advertising 
revenues to NENT’s channels would harm the JV’s ability to attract subscribers 
who expect to have access to a wider range of content. For this reason, a customer 
foreclosure strategy, although potentially beneficial to NENT’s channels, would 
be detrimental to Telenor, which could therefore be expected to use its influence 
over the JV to block it. Thus, the divergence between NENT’s and Telenor’s 
commercial interests is likely to prevent the JV from engaging in customer 
foreclosure to the benefit of NENT’s channels business.  
                                                 
314  NENT’s reply to RFI 14, Annex 1.  
315  Telia has committed to offer its premium sports pay TV channels to third parties distributors in Finland. 
See M.9064 –  Telia / Bonnier Broadcasting Holding , interim text of the non -confidential version of the 
commitments, available at:  
https://ec.europa.eu/competition/mergers/cases/additional_data/m9064_3342_3.pdf.  
 
 
 
121 (483)  Finally, the Commission considers that the Transaction does not significantly 
change t he JV’s incentive to engage into partial foreclosure. While any TV 
distributor could be considered to have the incentive, if possible, to reduce the 
cost for licensing TV channels from third parties TV broadcasters, the increase in 
the JV’s downstream mark et position does not significantly increase the JV’s 
bargaining position towards wholesale suppliers of TV channels (compared to 
NENT’s or Canal Digital’s pre -Transaction positions). First, the JV would still 
need to get access to a broad range of content from competing TV channels in 
order to offer an attractive package to its customers.  Second, the JV will not be 
on a preferential position compared to competing providers of retail AV services, 
such as Telia and Elisa.  
(484)  In light of the above, the Commission concludes that the JV would not have the 
incentive to engage in total or partial customer foreclosure of third parties’ pay 
TV channels. 
c. Impact on effective competition and conclusion  
(485)  Given the lack of ability and incentive to foreclose, it i s not necessary to conclude 
as to whether total or partial customer foreclosure strategies of third parties’ pay 
TV channels would have a negative impact on effective competition.  
(486)  Nevertheless, the Commission has assessed the potential impact of such strat egies 
and considers that it is unlikely that any customer foreclosure strategies of third 
parties’ TV channels considered above would have a significant negative impact 
on consumers and effective competition in Finland, for the following reasons. 
(487)  First, as  noted in section 6.3.4, the JV would not hold a significant market 
position as a customer in the downstream market for the retail supply of AV 
services, irrespective of any possible segmentation of the market for the retail 
supply of AV services. The JV w ill hold a market share of [5 -10]% by value  in 
the Finnish market for the retail supply of AV services  (based on 2018 data) and 
below 30% in all market segments except for the market for the supply of pay- TV 
for SDU , excluding non- linear  OTT providers .316 In particular, the JV would 
provide access to a limited customer base of approximately […] subscribers, 
[0-5]% of the overall market for the retail supply of linear pay AV services.  
(488)  Second, while the results of the market investigation indicated that such  
foreclosure strategy may have a negative impact on their ability to compete,317 the 
Commission considers that rival TV broadcaster is also able to develop new 
strategies to reach viewers. In the first place, the Commission notes that Telia has 
launched its own OTT services in order to reach viewers directly. In the second 
place, in the event that the JV sought to cease carrying third party TV channels on 
its platform competing broadcasters would still be able to expand their activities 
with other retail supp liers of AV services. In particular, Telenor, Telia and Elisa 
will remain active with market shares by revenue of respectively [10 -20]%, 
[20-30]% and [20 -30]% and market shares by subscribers of respectively 
[10-20]%, [20-30]% and [10 -20]% in the overall m arket for the retail supply of 
AV services, excluding non- linear providers.  
                                                 
316  The JV and the Parties’ market shares have been presented  in Section 6.4.3.3.(B).a above.   
317 Responses to questionnaire Q6 to TV broadcasters in Finland , question G.4.  
 
 
122 (489)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise serious doubts as to its compatibility with the internal market resulting  
from total or pa rtial  customer foreclosure of third parties’ TV channels, 
irrespective of any plausible segmentation318, in Finland.  
6.4.4. Conglomerate non- coordinated effects relating to the JV’s activities in the retail 
supply of linear AV services and NENT’s activities in the retail supply of non- linear 
AV services  
(490)  The Non- Horizontal Guidelines319 indicate that competition concerns can arise in 
circumstances where a merger involves companies that are active in closely 
related markets. While in the majority of circumstances conglomerate mergers 
will not lead to any competition problems, in certain circumstances they can lead 
to anticompetitive effects. One such example is when the combination of products 
in related markets would give the merged entity or the Parties the ability an d 
incentive to leverage a strong market position in one of the markets to the other 
market by means of tying or bundling. Where tying or bundling is likely to lead to 
a reduction in actual or potential rivals’ ability or incentive to compete it may 
reduce competitive pressure on the merged entity, allowing it to increase prices.  
6.4.4.1. Norway  
(491)  In Norway, Viasat and Canal Digital are active on the market for the retail supply 
of AV services. Post -Transaction, the JV will therefore be active in the market for 
the retail supply of AV services.  
(492)  NENT is active in the market for the retail supply of AV services, non -linearly 
through its OTT services, Viaplay. Telenor is active in the retail supply of AV 
services320 and telecommunications services, such as retail mobile and fixed 
internet access services.321 
(493)  Multiple play services can comprise a mixture of two or more of AV services (in 
particular OTT services such as AVOD and SVOD), fixed telephony, mobile 
telecommunications and fixed internet services.  
(494)  Some providers of line ar retail AV services indicated that, if post -Transaction 
NENT were to offer its OTT premium retail services (e.g. Viaplay) exclusively in 
conjunction with the JV's other retail AV services, or vice -versa, they would not 
be able to replicate as attractive multiple play packages as the one of the JV.322  
                                                 
318 NENT’s basic pay TV channels include all different genres of basic pay TV channels supplied by NENT 
in the market. NENT’s premium pay sports TV channels include all sports channels supplied by NENT in 
the market. NENT’s premium pay non- sports TV channels include film & series channels supplied by 
NENT in the market.  
319 Non-Horizontal Merger Guidelines, Section V.A.  
320  Telenor does not offer a stan dalone OTT service in Norway, but Telenor subscribers have access to a TVE 
service ("T -We"). Paragraph 250, Form CO.  
321  Since NENT and Telenor would remain independently active in the relevant markets post -Transaction. 
The relationship between NENT and Telenor would not be assessed in the current Section.  
322  Responses to questionnaire Q1 to retail suppliers of AV services in Norway , question H.3. Respondents to 
the market investigation have not expressed any concerns related to conglomerate relations bet ween 
Telenor’s and the JV’s activities. Furthermore, the Commission notes that, in relation to potential relations 
between Telenor as provider of retail fixed and mobile telecommunications services and the JV’s activities 
 
 
123 (495)  The Commission has therefore assessed the risk of the following types of 
foreclosure strategies in Norway: (i) foreclosure of the JV’s rival providers of 
linear retail AV services, under any possible market segmentation by tying or 
bundling NENT’s OTT AV service with the JV’s linear retail AV service323, and 
(ii) foreclosure of rival retail suppliers of OTT AV services by tying or bundling 
NENT’s OTT AV service with the JV’s linear retail AV services .324 
(496)  Therefor e, in the present case, the Commission analyses whether the JV would 
have the ability and incentive to foreclose rival suppliers of OTT AV services and 
whether NENT would have the ability and incentive to foreclose rival suppliers of 
non-linear and linear retail AV services.  
(497)  The Commission then assesses whether each of these foreclosure strategies would 
likely result in a significant detriment to effective competition in the markets for 
the retail supply of retail AV services (and its relevant plausible segments).  
(A) The Notifying Parties’ view  
(498)  The Notifying Parties consider that the Transaction does not give rise to any 
negative competitive effect on the market for the retail supply of AV services, 
where the JV and NENT are active. First, the JV has no market  power in for the 
retail supply of linear AV services, and any possible segmentations. Second, 
NENT has no market power in the market for the retail supply of non- linear AV 
services, and any possible segmentations. Third, several alternative providers of 
linear retail AV services and non -linear retail AV services will continue to remain 
active.  
(B) The Commission’s assessment  
a. Foreclosure of rival providers of OTT services 
(499)  The Commission considers that the JV would lack the ability and the incentive to 
forecl ose competing providers of OTT AV services by tying or bundling NENT’s 
OTT AV service with the JV’s retail linear AV services.  
                                                                                                                                                      
as provider of retail AV services,  the Transaction does not materially change Telenor and NENT’s 
incentive to engage in a potential tying strategy. The Commission notes that a strategy of preventing 
customers of third -party linear retail AV services from subscribing to Telenor’s fixed and mobile 
telecommunications services unless they also subscribe to the JV’s linear retail AV service would likely 
affect Telenor’s ability to attract subscribers of fixed and mobile telecommunications services who are not 
interested in buying telecommunicati ons and linear retail AV  services jointly. Similarly, a strategy of 
preventing customers of third -party providers of retail fixed and mobile telecommunications services from 
subscribing to the JV’s retail AV services unless they also subscribe to Telenor’ s fixed and mobile 
telecommunications services would likely affect  the JV’s ability to attract subscribers of retail AV 
services who are not interested to buy telecommunications and linear retail AV  services jointly. 
Moreover, other providers would remai n available to offer similar services . For example, Telia offers 
both fixed and mobile telecommunications services and linear retail AV services and Altibox offers both 
fixed telecommunications services and linear retail AV services. Moreover, Ice offers mobile 
telecommunications services.  
323 Before the Transaction, customers of competing providers of linear retail AV services can subscribe also 
to NENT’s retail non -linear AV services.  
324 Before the Transaction, customers of competing providers of OTT AV services can provide their services 
to customers of the JV’s linear retail AV service.  
 
 
124 (500)  First, as shown in Section 6.2.1.1.B the JV will have a limited market position in 
the market for the retail supply of AV servic es, and any possible sub- segment. 
The JV will hold a market share of [20 -30]% by value and [10 -20]% by volume 
in the overall market for the retail supply of AV services (excluding non- linear 
OTT providers).  
(501)  Second, several alternative providers would rema in active in such market and any 
possible sub- segments. In particular, Telenor, Telia, Altibox and RiksTV will 
remain active with market shares by revenue of respectively [20 -30]%, [10-20]%, 
[10-20]% and [10 -20]% and market shares by subscribers of respect ively 
[10-20]%, [10-20]%, [5-10]% and [5 -10]% in the market for the retail supply of 
AV services, excluding non- linear.  
(502)  Third, the Commission notes that NENT, through Viasat, did not engage in such 
foreclosing practice pre -Transaction and it considers tha t the Transaction does not 
significantly change the JV’s incentive, compared to NENT’s incentive pre -
Transaction. In particular, the Commission notes that a strategy of foreclosing 
third -party OTT service from the JV’s platforms in order to divert viewers to 
NENT’s OTT service would harm the JV’s ability to attract subscribers who 
expect to have access to a wider range of content. For this reason, a foreclosure 
strategy, although potentially beneficial to NENT’s channels, would be 
detrimental to Telenor, which could therefore be expected to use its influence 
over the JV to block it. Thus, the divergence between NENT’s and Telenor’s 
commercial interests is likely to prevent the JV from engaging in customer 
foreclosure to the benefit of NENT’s channels business.  
(503)  Finally, several single- component rivals would remain available in the relevant 
markets, namely Telenor, Telia, Altibox and RiksTV in the market for the retail 
supply of linear AV services.  NENT’s competing providers of retail AV OTT 
services, such as Telia and Netflix, could partner with such providers in order to 
expand their sales, if needed. 
b. Foreclosure of rival providers of linear retail AV services  
(504)  The Commission considers that the NENT would lack the ability and the 
incentive to foreclose competing providers of retail linear AV services by tying or 
bundling NENT’s OTT AV service with the JV’s retail linear AV services.  
(505)  First, the Commission notes that NENT has a market share below 3 0%, i.e., of 
approximately [10-20]% by volume and [20 -30]% by value in the market for the 
retail supply of non- linear AV services (based on 2018 data) .325 
(506)  Second, alternative providers of non -linear AV services would remain available 
in the market. In partic ular, these providers include Netflix with almost […]  
subscribers and HBO Nordic with approximately […] subscribers in Norway 
(based on 2018 data) .  
                                                 
325  Commission’s calculations based on Form CO, Annex 12.  
 
 
125 (507)  Third, respondents to the market investigation further support the view that 
several subscription non -linear retail AV services would remain available or will 
be soon available in Norway such as Amazon Prime Video, Apple TV+ and 
Disney+ (not yet launched in Norway but expected to launch this year).326 
(508)  Fourth, [confidential information regarding NENT’s busines s plans and strategic 
decisions ].  
(509)  In the first place, as shown in Figure 8 below , NENT considers [ confidential 
information regarding NENT’s busines s plans and strategic decisions] . 327 
Figure 8: NENT’s core strategy on Viaplay  
[Confidential information regarding NENT’s busines s plans and strategic decisions]  
Source: Form CO, Annex 46.  
(510)  In the second place, pre -Transaction, [confidential information regarding NENTs 
sales strategy and policy ].328 [Confidential information regarding NENTs sales 
strategy and policy] .329 
(511)  In the third place, the Commission notes that, before the Transaction330, NENT 
did not engage in any type of foreclosure strategy in order to limit access to 
Viaplay to Viasat’s competing providers of linear retail AV service.  
(512)  Finally, NENT’s ability to undertake a foreclosure strategy, would be limited by 
contractual agreements currently in place. NENT’s agreements with the JV’s 
competing TV distributors , Telenor, Telia, Altibox and RiksTV, are expiring 
respectively in  […], […], […] and […] .331  
c. Conclusion  
(513)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise serious doubts as to its compatibility with the internal market as a result 
of the conglomerate relationships between the JV’s acti vities as provider of linear 
retail AV services and NENT’s activities as retail supplier of OTT AV services.  
6.4.4.2. Sweden  
(514)  In Sweden, Viasat and Canal Digital are active on the market for the retail supply 
of AV services. Viasat is also active on the market for t he retail supply of fixed 
internet access. Post -Transaction, the JV will therefore be active both in the 
market for the retail supply of AV services332 and supply of fixed internet access 
services. NENT is active in the market for the retail supply of AV ser vices, non-
                                                 
326  Responses to questionnaires Q1 to retail suppliers of AV services in Norway  and Q2 to TV  broadcasters 
in Norway , question E.4.  
327  Form CO, Annex 46.  
328  Form CO, Annex 55.  
329  [Confidential information regarding NENTs sales strategy and policy] . 
330  Before the Transaction, NENT fully owned both Viasat, providing fixed internet access service and  linear 
retail AV service, and, Viaplay, providing non -linear retail AV services,  
331 Form CO, Annex 55. [Confidential information regarding NENTs sales strategy and policy] . 
332  Telenor does not offer a standalone OTT service in Sweden, but Telenor subscribers have access to a TVE 
service ("Telenor Stream"). Paragraph 593, Form CO.  
 
 
126 linearly through its OTT services, Viaplay and Viafree. Telenor is active in the 
retail supply of AV services and telecommunications services, such as retail 
mobile and fixed internet access services.333 Viasat is only active in the retail 
supply of fixed internet access services and the retail supply of AV services.  
(515)  Multiple play services can comprise a mixture of two or more of AV services (in 
particular OTT services such as AVOD and SVOD), fixed telephony, mobile 
telecommunications and fixed internet services.  
(516)  Some providers of linear retail AV services indicated that, if post -Transaction 
NENT were to offer its OTT premium retail services (e.g. Viaplay) exclusively in 
conjunction with the JV's other retail AV services, or vice -versa, they would not 
be able to replicate as attractive multiple play packages as the one of the JV.334  
(517)  The Commission has therefore assessed the risk of the following types of 
foreclosure strategies in Sweden: (i) foreclosure of the JV’s rival providers of 
fixed internet access or linear retail AV services, under any possible market 
segmentation by tying or  bundling NENT’s OTT AV service with the JV’s retail 
AV service or fixed internet access services335, and (ii) foreclosure of rival retail 
suppliers of OTT AV services by tying or bundling NENT’s OTT AV service 
with the JV’s fixed internet access or linear r etail AV services .336 
(518)  Therefore, in the present case, the Commission analyses whether the JV would 
have the ability and incentive to foreclose rival suppliers of OTT AV services and 
whether NENT would have the ability and incentive to foreclose rival supplie rs of 
fixed internet access services, non -linear and linear retail AV services.  
                                                 
333  Since NENT and Telenor would remain independently active in the relevant markets post -Transaction. 
The relationship between NENT and Telenor would not be assessed in the curren t Section.  
334  Responses to questionnaire Q3 to retail suppliers of AV services in Sweden, question H.3. Respondents to 
the market investigation have not expressed any concerns related to conglomerate relations between 
Telenor’s and the JV’s activities. Fur thermore, the Commission notes that, in relation to potential relations 
between Telenor as provider of retail fixed and mobile telecommunications services and the JV’s activities 
as provider of retail AV services, the Transaction does not materially change Telenor and NENT’s 
incentive to engage in a potential tying strategy. The Commission notes that a strategy of preventing 
customers of third -party linear retail AV services from subscribing to Telenor’s fixed and mobile 
telecommunications services unless t hey also subscribe to the JV’s linear retail AV service would likely 
affect Telenor’s ability to attract subscribers of fixed and mobile telecommunications services who are not 
interested in buying telecommunications and linear retail AV services jointly. Similarly, a strategy of 
preventing customers of third -party providers of retail fixed and mobile telecommunications services from 
subscribing to the JV’s retail AV services unless they also subscribe to Telenor’s fixed and mobile 
telecommunicatio ns servic es would likely affect  the JV’s ability to attract subscribers of retail AV 
services who are not interested to buy telecommunications and linear retail AV  services jointly. 
Moreover, other providers would remain available to offer similar services. For example, Telia and Tele2 
offer both fixed and mobile telecommunications services and linear retail AV services and Sappa offers 
both fixed telecommunications services and linear retail AV services. Moreover, Tre offers mobile 
telecommunications services.  
335 Before the Transaction, customers of competing providers of fixed internet access services can access 
NENT’s OTT AV service and customers of competing providers of linear retail AV services can subscribe 
also to NENT’s retail non -linear AV services.  
336 Befo re the Transaction, customers of competing providers of OTT AV services can access the JV’s fixed 
internet access services and provide their services to customers of the JV’s fixed internet access or linear 
retail AV services.  
 
 
127 (519)  The Commission then assesses whether each of these foreclosure strategies would 
likely result in a significant detriment to effective competition in the markets for 
the retail supply of fixed internet access services, retail AV services (and its 
relevant p lausible segments) and mixed multiple play packages.  
(A) The Notifying Parties’ view  
(520)  The Notifying Parties consider that the Transaction does not give rise to any 
negative competitive effect on either the market for the retail supply of AV 
services, where the JV and NENT are active, nor the market for the supply of 
fixed internet access services, where the JV is active due to the non -horizontal 
relationship between the activities of the JV and NENT. First, the JV has no 
market power in the market for the retai l supply of fixed internet access service or 
the market for the retail supply of linear AV services, and any possible 
segmentations. Second, NENT has no market power in the market for the retail 
supply of non- linear AV services, and any possible segmentati ons. Second, 
several alternative providers of linear retail AV services, non -linear retail AV 
services and retail fixed internet access services will continue to remain active.  
(B) The Commission’s assessment  
a .Foreclosure of rival providers of OTT services 
(521)  The Commission considers that the JV would lack the ability and the incentive to 
foreclose competing providers of OTT AV services by tying or bundling NENT’s 
OTT AV service with the JV’s retail linear AV services or fixed internet access 
services or by significantly degrading their service offerings on the JV’s fixed 
networks.  
(522)  First, the JV will have a limited position in the market for the retail supply of 
fixed internet access services with a market share of approximately [0 -5]% (based 
on 2018 data) corres ponding to […] customers in a market of approximately 
4 million subscribers.  
(523)  Second, several alternative providers would remain active such as Telia, Tele2, 
Telenor with market shares of respectively [30 -40]%, [20-30]% and [10- 20]% 
(based on 2018 data) in the market for the retail supply of fixed internet access.  
(524)  Third, as shown in Section 6.2.1.2.B the JV will have a limited market position in 
the market for the retail supply of AV services, and any possible sub- segment. 
Based on 2018 data, the JV will h old a market share of [30 -40]% by value and 
[10-20]% by volume in the overall market for the retail supply of AV services 
(excluding non- linear OTT providers).  Several alternative providers would 
remain active in such market and any possible sub -segments. In particular, 
Telenor, Telia and Tele2 will remain active with market shares by revenue of 
respectively [5-10]%, [10-20]% and [30 -40]%  and market shares by subscribers 
of respectively [5 -10]%, [20 -30]% and  [40 -50]% .  
(525)  Moreover, the Commission notes that  NENT, through Viasat, did not engage in 
such foreclosing practice pre -Transaction and it considers that the Transaction 
does not significantly change the JV’s incentive, compared to NENT’s incentive 
pre-Transaction.  In particular, the Commission notes that a strategy of 
 
 
128 foreclosing third -party OTT service from the JV’s platforms in order to divert 
viewers to NENT’s OTT service would harm the JV’s ability to attract 
subscribers who expect to have access to a wider range of content. For this 
reason, a foreclosure strategy, although potentially beneficial to NENT’s 
channels, would be detrimental to Telenor, which could therefore be expected to 
use its influence over the JV to block it. Thus, the divergence between NENT’s 
and Telenor’s commercial interests is likely to prevent the JV from engaging in 
customer foreclosure to the benefit of NENT’s channels business.  
(526)  Finally, several single- component rivals would remain available in the relevant 
markets, namely Telia, Tele2, Telenor, Sappa in the market for the re tail supply 
of linear AV services. NENT’s competing providers of retail AV OTT services, 
such as Telia and Netflix, could partner with such providers in order to expand 
their sales, if needed.  
b. Foreclosure of rival providers of fixed internet access services and linear retail AV 
services  
(527)  The Commission considers that NENT would lack the ability and the incentive to 
foreclose competing providers of retail linear AV services or fixed internet access 
services by tying or bundling NENT’s OTT AV service with t he JV’s retail linear 
AV services or fixed internet access services or by significantly degrading their 
service offerings on the JV’s fixed networks.  
(528)  First, the Commission notes that NENT has a market share below 30% of 
approximately [10-20]% by volume and [10-20]% by value in the market for the 
retail supply of non- linear AV services (based on 2018 data).337 
(529)  Second, alternative providers of non -linear AV services would remain available 
in the market. In particular, these providers include Netflix with almost […]  
subscribers and HBO Nordic with approximately […] subscribers in Sweden 
(based on 2018 data).  
(530)  Third, respondents to the market investigation further support the view that 
several subscription non -linear retail AV services would remain available or will 
be soon available in Sweden such as Amazon Prime Video, Apple TV+ and 
Disney+ (not yet launched in Sw eden but expected to launch this year).338 
(531)  Fourth, NENT’s strategy is based on [ confidential information regarding NENT’s 
business plans and strategic decisions to in crease numbers of subscribers] .  
(532)  In the first place, as shown in Figure 8 above in Section 6.4.4.1, NENT considers 
[confidential information regarding NENT’s business plans and strategic 
decisions to increase numbers of subscribers] .339 
                                                 
337  Commission’s calculations  based on Form CO, Annex 12.  
338  Responses to questionnaires Q2 and Q4 to TV broadcasters in Norway  and Sweden, question E.4.  
339  Form CO, Annex 46.  
 
 
129 (533)  In the second place, pre -Transaction, NENT had SVOD partnerships for the 
distribution of its OTT service with all the major providers of fixed internet 
access services and linear retail AV services, namely Telia, Tele2 and Telenor.340 
[Confidential information regarding NENT’s business plans and strategic 
decisions to increase numbers of subscribers] .341 
(534)  In the third pla ce, the Commission notes that, before the Transaction342, NENT 
did not engage in any type of foreclosure strategy in order to limit access to 
Viaplay by providers of fixed internet access service and linear retail AV service 
competing with Viasat.  
(535)  Finally, NENT’s ability to undertake a foreclosure strategy, would be limited by 
contractual agreements currently in place. NENT’s agreements with Telia and 
Telenor are expiring in […]. Moreover, [ confidential information regarding 
NENT’s business plans and strateg ic decisions ].343  
c. Conclusion  
(536)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise serious doubts as to its compatibility with the internal market as a result 
of the conglomerate relationships between the JV’s activities as provider of linear 
retail AV or fixed internet access services and NENT’s activities as retail supplier 
of OTT AV services.  
6.4.4.3. Finland  
(537)  In Finland, Viasat and Canal Digital are active on the market  for the retail supply 
of AV services. Post -Transaction, the JV will therefore be active in the market for 
the retail supply of AV services. NENT is active in the market for the retail 
supply of AV services, non- linearly through its OTT services, Viaplay. Telenor is 
active in the retail supply of AV services and telecommunications services, such 
as retail mobile and fixed internet access services.344  
(538)  Multiple play services can comprise a mixture of two or more of AV services (in 
particular OTT services such as AVOD and SVOD), fixed telephony, mobile 
telecommunications and fixed internet services.  
(539)  Some providers of linear retail AV services indicated t hat, if post -Transaction 
NENT were to offer its OTT premium retail services (e.g. Viaplay) exclusively in 
conjunction with the JV's other retail AV services, or vice -versa, they would not 
be able to replicate as attractive multiple play packages as the one of the JV.345  
                                                 
340  Form CO, Annex 55.  
341  [Confidential information regarding NENTs sales strategy and policy] . 
342  Before the Transaction, NENT fully owned both Viasat, providing fixed internet access service and linear 
retail AV service, and, Viaplay, providing non -linear retail AV services,  
343  Form CO, Annex 55.  
344  Since NENT and Telenor would remain independently active in the relevant markets post -Transaction. 
The relationship between NENT and Telenor would not be assessed in the current Section.  
345  Responses to questionnaire Q5 to retail suppliers of AV services in Finland , question H.3. Respondents to 
the market investigati on have not expressed any concerns related to conglomerate relations between 
Telenor’s and the JV’s activities. Furthermore, the Commission notes that, in relation to potential relations 
between Telenor as provider of retail fixed and mobile telecommunicat ions services and the JV’s activities 
 
 
130 (540)  The Commission has therefore assessed the risk of the following types of 
foreclosure strategies in Finland: (i) foreclosure of the JV’s rival providers of 
linear retail AV services, under any possible market segmentation by tying or 
bundling NENT’s OTT AV service with the JV’s linear retail AV service346, and 
(ii) foreclosure of rival retail suppliers of OTT AV services by tying or bundling 
NENT’s OTT AV service with the JV’s linear retail AV services .347 
(541)  Therefore, in the present case, the Commission analyses whether the JV would 
have the ability and incentive to foreclose rival suppliers of OTT AV services and 
whether NENT would have the ability and incentive to foreclose rival suppliers of 
non-linear and linear retail AV services.  
(542)  The Commissio n then assesses whether each of these foreclosure strategies would 
likely result in a significant detriment to effective competition in the markets for 
the retail supply of retail AV services (and its relevant plausible segments).  
(A) The Notifying Parties’ v iew 
(543)  The Notifying Parties consider that the Transaction does not give rise to any 
negative competitive effect on either the market for the retail supply of AV 
services, where the JV and NENT are active. First, the JV has no market power in 
for the retail s upply of linear AV services, and any possible segmentations. 
Second, NENT has no market power in the market for the retail supply of non-
linear AV services, and any possible segmentations. Second, several alternative 
providers of linear retail AV services and non- linear retail AV services will 
continue to remain active. 
(B) The Commission’s assessment  
a. Foreclosure of rival providers of OTT services 
(544)  The Commission considers that the JV would lack the ability and the incentive to 
foreclose competing providers of OTT AV services by tying or bundling NENT’s 
OTT AV service with the JV’s retail linear AV services.  
                                                                                                                                                      
as provider of retail AV services, the Transaction does not materially change Telenor and NENT’s 
incentive to engage in a potential tying strategy. The Commission notes that a strategy of preventing 
customers of third -party linear retail AV services from subscribing to Telenor’s fixed and mobile 
telecommunications services unless they also subscribe to the JV’s linear retail AV service would likely 
affect Telenor’s ability to attract subscribers of fixed and mobile tele communications services who are not 
interested in buying telecommunications and linear retail AV services jointly. Similarly, a strategy of 
preventing customers of third -party providers of retail fixed and mobile telecommunications services from 
subscribin g to the JV’s retail AV services unless they also subscribe to Telenor’s fixed and mobile 
telecommunication s services would likely affect the JV’s ability to attract subscribers of retail AV 
services who are not interested to buy telecommunications and linear retail AV  services jointly. 
Moreover, other providers would remain available to offer similar services. For example, Telia and Elisa 
offer both fixed and mobile telecommunications services and linear retail AV services.  
346 Before the Transaction, cust omers of competing providers of linear retail AV services can subscribe also 
to NENT’s retail non -linear AV services.  
347 Before the Transaction, customers of competing providers of OTT AV services can provide their services 
to customers of the JV’s linear r etail AV service.  
 
 
131 (545)  First, as shown in Section 6.2.1.3.B the JV will have a limited market position in 
the market for the retail supply of AV services, and any possible sub- segment. 
The JV will hold a market share of [10 -20]% by value and [0-5]% by volume  in 
the overall market for the retail supply of AV services (excluding non- linear OTT 
providers).  
(546)  Second, several alternative providers would remain active in such market and any 
possible sub -segments. In particular, Telenor, Telia, and Elisa will remain active 
with market shares by revenue of respectively [10 -20]%, [20-30]%, and [20- 30]% 
and market shares by subscribers of respectively [10 -20]%, [20-30]%, and [10 -
20]% in the  market for the retail supply of AV services, excluding non- linear.  
(547)  Third, the Commission notes that NENT, through Viasat, did not engage in such 
foreclosing practice pre -Transaction and it considers that the Transaction does not 
significantly change the JV’s incentive, compared to NENT’s incentive pre -
Transaction.  In particular, the Commission notes that a strategy of foreclosing 
third -party OTT service from the JV’s platforms in order to divert viewers to 
NENT’s OTT service would harm the JV’s ability to attract subscribers who 
expect to have access to a wider range of content. For this reason, a foreclosure 
strategy, although potentially beneficial to NENT’s channels, would be 
detrimental to Telenor, which could therefore be expected to use its influenc e 
over the JV to block it. Thus, the divergence between NENT’s and Telenor’s 
commercial interests is likely to prevent the JV from engaging in customer 
foreclosure to the benefit of NENT’s channels business.  
(548)  Finally, several single- component rivals would r emain available in the relevant 
markets, namely Telenor, Telia and Elisa in the market for the retail supply of 
linear AV services.  NENT’s competing providers of retail AV OTT services, such 
as Telia and Netflix, could partner with such providers in order to expand their 
sales, if needed.  
b. Foreclosure of rival providers of linear retail AV services  
(549)  The Commission considers that NENT  would lack the ability and the incentive to 
foreclose competing providers of retail linear AV services by tying or bundling 
NENT’s OTT AV service with the JV’s retail linear AV services.  
(550)  First, the Commission notes that NENT has a market share below 30% o f 
approximately [10-20]% by volume and [20 -30]% by value in the market for the 
retail supply of non- linear AV services (based on 2018 data).348 
(551)  Second, alternative providers of non -linear AV services would remain available 
in the market. In particular, these  providers include Netflix with almost […]  
subscribers and HBO Nordic with approximately […] subscribers in Finland 
(based on 2018 data).  
(552)  Third, NENT’s strategy is based on further [ confident ial information regarding 
NENTs sales strategy and policy ]. In t he first place, as shown in Figure 8 above 
in Section 6.4.4.1, NENT considers [ confidential information regarding NENTs 
sales strategy and policy ] one of [confidential information regarding NENTs sales 
                                                 
348  Commission’s calculations based on Form CO, Annex 12.  
 
 
132 strategy and policy]  themes for Viaplay’s grow.349 In th e second place, pre -
Transaction, NENT  [confidential information regarding NENTs sales strategy and 
policy] .350 In the third  place, the Commission notes that, before the 
Transaction351, NENT did not engage in any type of foreclosure strategy in order 
to limit access to Viaplay to Viasat’s competing providers of linear retail AV 
service.  
(553)  Finally, NENT’s ability to undertake a foreclosure strategy, would be limited by 
contractual agreements currently in place. NENT’s agreements with the JV’s 
competing TV distributors , Telenor, Telia, and Elisa, are expiring respectively in 
[…], […] and […] .352  
c. Conclusion  
(554)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise serious doubts as to its compatibility with the internal market as a result 
of the conglomerate relationships between the JV’s activities as provider of linear 
retail AV services and NENT’s activities as retail supplier of OTT AV services.  
6.4.4.4. Denmark  
(555)  In Denmark, Viasat and Canal Digital are active on the market for the retail 
supply of AV services. Post -Transaction, the JV will therefore be active in the 
market for the retail supply of AV services. NENT is active in the market for the 
retail supply of AV  services, non -linearly through its OTT services, Viaplay.   
(556)  Multiple play services can comprise a mixture of two or more of AV services (in 
particular OTT services such as AVOD and SVOD), fixed telephony, mobile 
telecommunications and fixed internet servi ces.  
(557)  Some providers of linear retail AV services indicated that, if post -Transaction 
NENT were to offer its OTT premium retail services (e.g. Viaplay) exclusively in 
conjunction with the JV's other retail AV services, or vice -versa, they would not 
be able  to replicate as attractive multiple play packages as the one of the JV.353  
                                                 
349  Form CO, Annex 46.  
350  Form CO, Annex 55.  
351  Before the Transaction, NENT fully owned both Viasat, providing fixed internet access service and linear 
retail AV service, and, Viap lay, providing non -linear retail AV services,  
352 Form CO, Annex 55.  
353  Responses to questionnaire Q7 to retail suppliers of AV services in Denmark , question H.3.  Respondents 
to the market investigation have not expressed any concerns related to conglomerate relations between 
Telenor’s and the JV’s activities. Furthermore, the Commission notes that, in relation to potential relations 
between Telenor as provider of retail fixed and mobile telecommunications services and the JV’s activities 
as provi der of retail AV services, the Transaction does not materially change Telenor and NENT’s 
incentive to engage in a potential tying strategy. The Commission notes that a strategy of preventing 
customers of third -party linear retail AV services from subscribi ng to Telenor’s fixed and mobile 
telecommunications services unless they also subscribe to the JV’s linear retail AV service would likely 
affect Telenor’s ability to attract subscribers of fixed and mobile telecommunications services who are not 
interested  in buying telecommu nications and linear retail AV services jointly. Similarly, a strategy of 
preventing customers of third -party providers of retail fixed and mobile telecommunications services from 
subscribing to the JV’s retail AV services unless they a lso subscribe to Telenor’s fixed and mobile 
telecommunication s services would likely affect  the JV’s ability to attract subscribers of retail AV 
services who are not interested to buy telecommunications and linear retail AV  services jointly. 
 
 
133 (558)  The Commission has therefore assessed the risk of the following types of 
foreclosure strategies in Denmark: (i) foreclosure of the JV’s rival providers of 
linear retail AV services,  under any possible market segmentation by tying or 
bundling NENT’s OTT AV service with the JV’s linear retail AV service354, and 
(ii) foreclosure of rival retail suppliers of OTT AV services by tying or bundling 
NENT’s OTT AV service with the JV’s linear re tail AV services.355 
(559)  Therefore, in the present case, the Commission analyses whether the JV would 
have the ability and incentive to foreclose rival suppliers of OTT AV services and 
whether NENT would have the ability and incentive to foreclose rival supplier s of 
non-linear and linear retail AV services.  
(560)  The Commission then assesses whether each of these foreclosure strategies would 
likely result in a significant detriment to effective competition in the markets for 
the retail supply of retail AV services (an d its relevant plausible segments).  
(A) The Notifying Parties’ view  
(561)  The Notifying Parties consider that the Transaction does not give rise to any 
negative competitive effect on either the market for the retail supply of AV 
services, where the JV and NENT are active. First, the JV has no market power in 
for the retail supply of linear AV services, and any possible segmentations. 
Second, NENT has no market power in the market for the retail supply of non-
linear AV services, and any possible segmentations. Second , several alternative 
providers of linear retail AV services and non- linear retail AV services will 
continue to remain active. 
(B) The Commission’s assessment  
a. Foreclosure of rival providers of OTT services 
(562)  The Commission considers that the JV would lack the  ability and the incentive to 
foreclose competing providers of OTT AV services by tying or bundling NENT’s 
OTT AV service with the JV’s retail linear AV services.  
(563)  First, as shown in Section 6.2.1.4.B the JV will have a limited market position in 
the marke t for the retail supply of AV services, and any possible sub- segment. 
The JV will hold a market share of [10 -20]% by value and [0-5]% by volume in 
the overall market for the retail supply of AV services (excluding non- linear OTT 
providers).  
(564)  Second, severa l alternative providers would remain active in such market and any 
possible sub -segments. In particular, TDC, Stofa and Waoo! will remain active 
with market shares by subscribers of respectively [40 -50]%, [10-20]%, and 
[5-10]% in the market for the retail supply of AV services, excluding non -linear.  
                                                                                                                                                      
Moreover, other providers would remain available to offer similar services. For example, TDC offers both  
fixed and mobile telecommunications services and linear retail AV services. Moreover, Telia and Tre 
offer mobile telecommunications services. SE Kommunikation and Dansk Kabel offer fixed internet 
access services.  
354 Before the Transaction, customers of com peting providers of linear retail AV services can subscribe also 
to NENT’s retail non -linear AV services.  
355 Before the Transaction, customers of competing providers of OTT AV services can provide their services 
to customers of the JV’s linear retail AV ser vice.  
 
 
134 (565)  Third, the Commission notes that NENT, through Viasat, did not engage in such 
foreclosing practice pre -Transaction and it considers that the Transaction does not 
significantly change the JV’s incentive, compare d to NENT’s incentive pre -
Transaction.  In particular, the Commission notes that a strategy of foreclosing 
third -party OTT service from the JV’s platforms in order to divert viewers to 
NENT’s OTT service would harm the JV’s ability to attract subscribers w ho 
expect to have access to a wider range of content. For this reason, a foreclosure 
strategy, although potentially beneficial to NENT’s channels, would be 
detrimental to Telenor, which could therefore be expected to use its influence 
over the JV to block it. Thus, the divergence between NENT’s and Telenor’s 
commercial interests is likely to prevent the JV from engaging in customer 
foreclosure to the benefit of NENT’s channels business.  
(566)  Finally, several single- component rivals would remain available in the relevant 
markets, namely TDC, Telia, Stofa and Waoo! in the market for the retail supply 
of linear AV services.  NENT’s competing providers of retail AV OTT services, 
such as Telia and Netflix, could partner with such providers in order to expand 
their sales, if needed. 
b. Foreclosure of rival providers of linear retail AV services  
(567)  The Commission considers that NENT would lack the ability and the incentive to 
foreclose competing providers of retail linear AV services by tying or bundling 
NENT’s OTT AV servic e with the JV’s retail linear AV services.  
(568)  First, the Commission notes that NENT has a market share below 30% of 
approximately [10-20]% by volume and [20 -30]% by value in the market for the 
retail supply of non- linear AV services (based on 2018 data).356 
(569)  Second, alternative providers of non -linear AV services would remain available 
in the market. In particular, these providers include Netflix with almost […]  
subscribers and HBO Nordic with approximately […] subscribers in Denmark 
(based on 2018 data).  
(570)  Third, NENT’s strategy is based on further [ confidential information regarding 
NENT’s business plans and strategic decisions ]. In the first place, as shown in 
Figure 8 above in Section 6.4.4.1, NENT considers [ confidential information 
regarding NENT’s business plans and strategic decisions] as one of [confidential 
information regarding NENT’s business plans and strategic decisions ] themes for 
Viaplay’s grow.357 In the second place, pre -Transaction, [confidential information 
regarding NENT’s business plans and strategic decisions ].358 [Confidential 
information regarding NENT’s business plans and strategic decisions ].  
(571)  Finally, NENT’s ability to undertake a foreclosure strategy, would be limited by 
contractual agreements currently in place. NENT’s agreements with the JV’s 
competing TV distributors , TDC, Stofa, Waoo! and Boxer, are expiring 
respectively  in […], […], […], […].359  
                                                 
356  Commission’s calculations based on Form CO, Annex 12.  
357  Form CO, Annex 46.  
358  Form CO, Annex 55.  
359 Form CO, Annex 55.  
 
 
135 c. Conclusion  
(572)  In light of the foregoing, the Commission concludes that the Transaction would 
not raise serious doubts as to its compatibility wit h the internal market as a result 
of the conglomerate relationships between the JV’s activities as provider of linear 
retail AV services and NENT’s activities as retail supplier of OTT AV services.  
6.4.5. Possible foreclosure of competing providers of satellite t ransponder capacity 
(customer foreclosure)  
(573)  TS and SES are the only two competing providers of satellite transponder 
capacity in the Nordic region. Pre -Transaction, Viasat has been sourcing satellite 
transponder capacity services from SES, while post -Transa ction it will switch to 
TS, which is a subsidiary of Telenor and the current supplier of Canal Digital. By 
doing so, the JV eliminates the cost duplication from sourcing satellite capacity 
from two suppliers.  
(574)  This section assesses the risk that the loss of  Viasat as a customer creates any 
customer foreclosure concerns with regard to SES.  
6.4.5.1. The Notifying Parties’ view  
(575)  The Notifying Parties submit that there is no risk of customer foreclosure with 
regard to SES.  
(576)  First, the Notifying Parties consider that the relevant product market can be 
defined as being the provision of satellite transponder capacity for broadcasting 
on 1°W. TS would be the only competitor active in such a market. Accordingly, 
customer foreclosu re with regard to SES would not be a relevant theory of harm. 
Nonetheless, the Notifying Parties also provide arguments on the basis of a 
broader market definition.  
(577)  Second, as regards the Notifying Parties’ ability to foreclose SES in an overall 
market fo r satellite transponder capacity from both 1°W and 5°E, the loss of 
Viasat as a customer would not fundamentally affect the viability of SES’ satellite 
business at the 5°E orbital position. In particular, SES could continue to develop 
its business in the C EE region, the Middle East and Sub -Saharan Africa with 
regard to both broadcasting and telecommunication services. The Notifying 
Parties point out that SES itself stated in an investors’ call that it would further 
develop the 5°E neighbourhood.  
(578)  Third, the  Notifying Parties explain that SES will in any case continue its 
operations until, at least, the end of the service life of its satellites at the 5°E 
orbital position.  As the launch of satellites would involve large sunk costs, 
operators are unlikely to decommission a satellite before the end of its lifetime. 
SES’ two satellites at the 5°E would significantly exceed their service life expiry 
based on the latest health reports.360 The end of Astra 4A and SES -5’s end of 
                                                 
360  The service life expiry date is the designed lifetime of a satellite. It is driven by reliability specifications of 
the vari ous satellite manufacturers for their geostationary satellites, with 15 years of expected operation as 
the industry standard. The service life is not an absolute life expectancy; rather, it means that there is a 
high probability that the satellite will be fully functional after 15 years.  
 
 
136 propellant life would be estimated to be no earlier than end of […] , 
respectively.361 
(579)  Fourth, the revenue loss in the Nordic countries would not affect SES Group. SES 
Group is the world's largest satellite operator wit h over 70 satellites362, generating 
about EUR 2 billion of annual turnover.  
(580)  Finally, the Notifying Parties submit that any hypothetical weakening of SES’ 
position at the 5°E orbital position would not have a significant detrimental effect 
on competition in t he downstream market for the retail supply of AV services in 
each of the Nordic countries. On the one hand, none of the competing TV 
distributors, besides the JV itself, would supply its services via satellite. On the 
other hand, TS would continue to provi de satellite capacity to (the few) 
broadcasters that wish to purchase capacity directly from TS (instead of via 
wholesale carriage agreements, see section 6.4.3). In particular, TS would have no 
incentive to foreclose access as its satellite transponder capacity is not fully 
utilised. In any event, broadcasters would have ample alternative ways to 
distribute their channels in the Nordic region includin g through other TV 
distributors and their own OTT service. 
6.4.5.2. The Commission’s assessment  
(581)  As explained in paragraph (573) , the JV has concrete plans to migrate Viasat’s 
customers from SES’ to TS’ orbital position because of the substantial cost 
savings resulting from eliminating duplication of the supply of satellite 
transponder capacity. According to the Notifying Parties, these cost savings are 
one major element of the rationale for the Transaction.363 While Viasat currently 
contracts [confidential strategic information relating to parties' satellite business ] 
transponders from SES, TS will only have to deploy [ confidential strategic 
information relating to parties' satellite business]  additional transponders to 
accommodate Viasat’s customers given the large share of common TV content.364 
(582)  Based on [confidential information regarding business plans and strategic 
decisions ] agreement with SES, NENT can terminat e the agreement, which would 
otherwise run until […]365 [confidential information regarding business plans and 
strategic decisions] .366 Hence, as [ confidential information regarding business 
plans and strategic decisions] and [confidential information regarding business 
plans and strategic decisions] such as the proposed Transaction, happening. 
(583)  The Notifying Parties expect that the migration of Viasat’s customers will take up 
to […] from […].367 For the migration, the JV will have to update the software on 
Viasat ’s customers’ set -top boxes and, most importantly, send technicians to 
customers’ premises to carry out the satellite dish turn from the 5°E (SES) to the 
1°W (TS) orbital position.  
                                                 
361  Form CO, footnote 532 and Annex 84.  
362  Of the 70 satellites, 50 satellites are GEO satellites in geostationary orbit, comparable to those at 5°E, and 
20 satellites are MEO satellites in medium earth orbit.  
363  Form CO, p aragraph 1950.  
364  Form CO, paragraph 1913.  
365  [Confidential information regarding busines s plans and strategic decisions] . 
366  Form CO, footnote 532 and Annex 84.  
367  Form CO, footnote 547.  
 
 
137 (584)  Given this background, the Commission will not assess whether the JV would 
have the economic incentive to engage in a customer foreclosure strategy. While 
the JV’s planned migration of Viasat’s customers from SES to TS is economically 
sound368, motivated by the elimination of a duplication of costs and does not lead 
to any “ costs associated with the not procuring products from upstream rivals ”369, 
it corresponds to the kind of conduct which the JV would undertake in a customer 
foreclosure strategy. Therefore, for the sake of the assessment, the Commission 
assumes that the JV will hav e the incentive to engage in a customer foreclosure 
strategy. The Commission’s assessment focusses on (i) whether the JV, by 
migrating Viasat’s customers from SES to TS, would have the ability to foreclose 
SES; and (ii) whether a foreclosure strategy would have a significant detrimental 
effect on competition.  
(585)  In the present case, SES submitted that the loss of Viasat as a customer would 
harm SES’ ability to effectively compete in the market for the provision of 
satellite transponder capacity via its 5°E orbital position. First, Viasat would 
currently represent a significant share of SES’ total annual 5°E revenues. Second, 
the planned satellite dish turn would deprive the 5°E orbital position of any user 
reach in the Nordics. Consequently, SES would also los e its other Nordic 
broadcasting customers. i.e. a few, small Nordic broadcasters, which would no 
longer have an incentive to be transmitted via SES once Viasat’s customers have 
redirected their dishes towards 1°W. Third, the loss of Viasat as a customer co uld 
render the replacement of Astra 4A (one of SES’ two satellites located at 5°E), 
which is planned for the medium term at the end of this satellite's lifetime370, […]. 
This would affect customers in the Nordic countries as well as in Estonia, Latvia, 
Lithu ania and Ukraine, to which SES also currently distributes TV content from 
5°E. Post -Transaction, the affected customers would either face higher prices, if 
SES tried to sustain the business, or lose the option of using the Astra 4A satellite 
should SES dec ide against a replacement.371  
                                                 
368  In comparable transactions, the same approach was followed. For i nstance, Slovak Telekom moved its 
customers from 4°W to 1°W after it acquired Digi TV in Slovakia in 2013, which had been operating its 
business using capacity from 1°W. Or, following the merger between Canal+ and Movistar TV, owned by 
Telefónica, in 2014 (approved in 2015), Telefónica, decided to migrate the Movistar TV customer base 
from a Hispasat position to 19°E (SES’ position). The migration was completed at the end of 2017. 
Notifying Parties’ reply to RFI 9, questions 1 -2. 
369  Non-Horizontal Merger Guidelines, paragraph 68.  
370  According to SES, the end of a satellite’s life time is not only linked to the propellant life time, but is also 
based on the contractual design life, the overall health of the satellite and other preliminary assumptions 
on whe n replacement is required for continuation of service (SES’ non -confidential reply to RFI 2, 
question 6(b)). The Notifying Parties also confirmed that the life -limiting factor of a satellite is often 
propellant life (fuel), but can also relate to failures of components (Notifying Parties’ reply to RFI 12, 
question 5(c)). SES did not provide any clear evidence suggesting that, based on current information, a 
replacement of Astra 4A or SES -5 would be technically required before the end of their propellant lif e in 
[…], respectively. However, it cannot be excluded that a replacement would be required several years 
before the end of their propellant life. In any case, any investment decision and replacement would take 
place beyond the time period normally taken i nto account in merger investigations.  
371  SES’ responses to questionnaire Q9 to satellite customers and competitors, question E.1; non -confidential 
version of the meeting slides and minutes of 11 February 2020; non- confidential version of SES’ 
submission of 17 March 2020; SES’ non -confidential reply to RFI 1, question 7.  
 
 
138 (586)  For the reasons set out below, and after careful consideration of SES’ arguments, 
the Commission considers that the Transaction is not likely to lead to the risk of 
customer foreclosure with regard to SES’ operations at the 5°E  orbital position as 
Viasat and the other Nordic TV broadcaster customers do not represent a 
sufficiently large share of SES’ current and potential customer base. First, the 
Commission considers that SES is likely to continue to effectively compete at the 
5°E orbital position in the short and medium term until at least the end of the 
lifetime of its current satellites (see section (A)). Second, even assuming that SES 
would not continue its operations from the 5°E orbital position, there would be no 
signific ant detrimental effect on competition (see section (B)).  
(A) Ability to engage in customer foreclosure  
(587)  When considering whether the JV would have the ability to foreclose access to 
downstream markets, the Commission examines whether there are sufficient 
economic alternatives in the downstream market for upstream rivals to sell their 
output. In its assessment, the Commission may take into account the existence of 
different markets corresponding to different uses for the input.372 The latter point 
is particularly relevant for the assessment in the present case as the scope of the 
affected upstream and downstream markets differ significantly. In terms of the 
product market definition, the supply of satellite transponder capacity at the 1°W 
and 5°E orbital positions373 is used for the provision of broadcasting and 
telecommunication services. While broadcasting and telecommunication services 
may constitute distinct product markets, both end uses contribute to satellite 
operators’ revenue streams from the 1°W and 5°E orbi tal positions given that TS’ 
and SES’ satellites carry both Ku -bands for broadcasting and telecommunication 
services as well as dedicated Ka-  and C -bands for telecommunication services. In 
contrast, the relevant downstream market is the retail supply of AV  services 
including all distribution technologies (i.e. satellite, terrestrial, cable, IPTV and 
OTT). In terms of the geographic market definition, the market for the supply of 
satellite transponder capacity and its possible sub -segments is regional in sco pe, 
while the market for the retail supply of AV services is national in scope.  
(588)  The Commission considers that the JV will not have the ability to engage in 
customer foreclosure for the following reasons.  
(589)  First, Viasat’s demand does not represent a signifi cant share of SES’ current 
satellite transponder capacity. While SES has a total number of 120 transponders 
at 5°E, Viasat currently uses […] transponders.374 Indeed, SES is also likely to 
lose its few other Nordic TV broadcaster customers as, post -Transacti on, there 
will not be a significant number of satellite dishes pointing to 5°E in the Nordics 
and as such there is no target audience at 5°E for TV broadcasters. SES has direct 
agreements375 with a few small, niche broadcasters offering religious oriented 
channels (Kanal 10, Vision Norway/Sweden, TBN Nordic and God TV).376 The 
                                                 
372  Non-Horizontal Merger Guidelines, paragraph 66.  
373  The Commission focusses on the overall market for satellite transponder capacity from both the 1°W and 
5° E orbital positions. Indeed,  if the two orbital positions were distinct markets, no vertical relationship 
would arise with regard to SES’ activities.  
374  Form CO, paragraph 1941.  
375  These channels are distributed as unencrypted feeds and are available to Viasat’s customers as free 
channels.  
376  Form CO, paragraph 1885.  
 
 
139 Notifying Parties estimate that these Nordic TV broadcasters together require 
[…].377 Hence, all of SES’ Nordic broadcasting customers taken together 
currently contract […] transponders fro m SES, i.e. about [10-20]% of SES’ total 
number of transponders at the 5°E orbital position. In terms of revenues, it can be 
expected that SES’ Nordic broadcasting customers represent a slightly higher 
share as satellite transponder capacity for broadcasti ng is priced higher than for 
telecommunication services and SES’ satellites at the 5°E orbital position have a 
capacity utilisation below 100%.378 The Notifying Parties estimate that the Nordic 
broadcasting customers represent about [20 -30]% of SES’ 5°E reve nues.379 
(590)  SES’ other revenues streams at 5°E are the following: SES supplies TV 
distributors in Estonia, Latvia, Lithuania (TVPlay Home3380) and Ukraine 
(Viasat381) in the CEE region and in Sub- Saharan Africa (e.g. StarTimes382, Zuku 
TV383). In addition,  SES has agr eements with individual TV broadcasters for 
distribution outside the Nordics, such as with Discovery.384 Finally, SES provides 
telecommunication services in a large number of countries to both end customers 
and resellers.385 
(591)  Second, the frequencies licensed to  SES at 5°E are highly attractive and valuable 
because of the vast geographic area covered by satellites stationed at that orbital 
position and hence there is a large base of potential customers which SES could 
compete for in order to replace its Nordic br oadcasting customers. To illustrate 
that the loss of its Nordic broadcasting customers does not fundamentally affect 
the viability of SES’ satellite position at 5°E, Figure 9 provides  a coverage map 
for both of SES’ satellites at the 5°E orbital position. Post- Transaction, SES will 
retain the ability to further develop its business from the 5°E orbital position in 
Europe (CEE region), Middle East and Sub- Saharan Africa with regard to both 
broadcasting (Ku- band) and telecommunication services (Ku -, Ka- and C -bands).  
                                                 
377  Form CO, Table 214.  
378  Form CO, Table 227; Notifying Parties’ reply to RFI 15, question 5.  
379  Notifying Parties’ reply to RFI 15, question 2.  
380  Owned by All Media Baltics, now rebranded to TV3 Group, formerly owned by  NENT’s predecessor and 
branded as Viasat.  
381  Owned by 1+1 Media Group (a third party unrelated to NENT), formerly owned by NENT’s predecessor.  
382  See e.g. https://www.broadbandtvnews.com/2015/06/02/startimes -adds-capacity -on-ses-5-for-africa/ .  
383  See e.g. https://www.broadbandtvnews.com/2013/07/23/zuku -tv-migrates -to-ses-5/.  
384  Notifying Parties’ reply to RFI 15, question 2.  
385  Form CO, paragraphs 1900 and 1945.  
 
 
140 Figure 9: Astra 4A and SES -5 coverage maps  
 
Source: Form CO, Figure 34.  
(592)  The coverage of Sub- Saharan Africa is particularly relevant in this context. While 
DTH distribution is in decline in the Nordics (as explained in Section 6.3), it is a 
growth area elsewhere such as in Africa.386 For instance, StarTimes, an African 
TV distributor served by SES, is expected to grow significantly until 2025, 
including with respect to its satellite operations. In addition, the provision of 
                                                 
386  See e.g. https://www.broadbandtvnews.com/2020/01/06/africa -to-witness -subscriber -growth- of-17m/ .  

 
 
141 internet connectivity and mobile backhaul via satellite may play a role in remote 
areas of Africa going forward.387  
(593)  It is also worth noting that the provision of telecommunication services via 
satellite does not have the “lock -in” effect of DTH TV distributio n with many 
residential fixed antenna installations pointing at one specific orbital position. Many purchasers of satellite capacity for telecommunication services, e.g. aeronautical and maritime customers, have movable antennas which steer themselves to p oint towards a satellite at all times  during the movement of a 
vessel or airplane. They can move on short notice from one satellite position to another and hence such customers can enter into short -term agreements with any 
satellite operator covering the desired geographic area.
388 Figure 10 illustrates  that 
5°E has visibility over very attractive areas for these so -called mobility services 
supplied to ves sels or airplanes. The Notifying Parties estimate that more than a 
third of the world’s maritime services demand in terms of revenue are in view from 5°E in addition to the dense European air traffic.
389  
Figure 10: Visibility of the  earth from 5°E  
 
Source: Notifying Parties’ reply to RFI 9, question 13.  
(594)  Third, according to SES’ own statements made during the presentation of Q3 2019 results on 25 October 2019, SES had been expecting the Transaction and announced that it would nevertheless continue to work with its existing customer base at 5°E and would further develop its business at  5°E:
390 
(a) “[On] the announced or the intended merger between NENT and Canal Digital in the Nordics, first of all, my comment is this: it’s the only market 
where consolidation between pay TV operators has not yet taken place. So, 
it was a matter of time, and sooner or later this was to happen. We… for the 
                                                 
387  See e.g. https://www.worldbank.org/en/topic/digitaldevelopment/publication/connecting -africa -to-
broadband-a- roadmap -for-inclusive -growth, https://www.gsma.com/spectrum/wp -
content/uploads/2019/02/Mobile -Backhaul -Options -InfoG.pdf , http://satellitemarkets.com/news -
analysis/african -satellite -market .  
388  Notifying Party’ reply to RFI 9, questions 4 and 9 and to RFI 12, question 9(c).  
389  Notifying Party’s reply to RFI 9, question 13.  
390  Form CO, paragraph 1943 (Recording at: https://www.ses.com/sites/default/files/2019 -
10/6652274MP3 mp3 ). 

 
 
142 time being, our understanding is that – and we are of course in discussions 
with the colleagues fr om NENT – there will be no impact on our revenues 
during the next two and three years. And then depending on how the 
migration will be executed, of course, there will be an impact, a negative 
impact, after this period.” (emphasis added)  
(b) “On the merger betw een NENT and Canal Digital, yes, the pay TV operator 
is an important player on the 5 East neighbourhood, but what I should 
mention is that, NENT being the successor of MTG, which has been 
historically our customer on this orbital position, MTG reorganised part of 
the activities already many years ago by selling the Ukrainian activities to 
Ukrainian operator (and these continue to be on 5 East), by selling the 
Baltic operations to a Baltic operator (and these continue to be on 5 East).  
And of course now, wit h the consolidation, very probably, to 1 West, because 
the shareholder of Canal Digital is operating its own satellites, we of course 
have to further develop the 5 East neighbourhood. And of course, we are 
doing this with the remaining customers we have, a nd we will continue to 
have, on this orbital position .” (emphasis added)  
(595)  Fourth, as explained by the Notifying Parties, if SES were to cease offering 
satellite capacity at 5°E, it risks to lose its rights to the frequencies at 5°E after 
three years.391 Given  that 5°E has a satellite footprint which covers densely 
populated areas in Europe and Africa and offers ample revenues opportunities (as 
described in paragraphs (591)  to (593) ), it is highly unlikely that SES would give 
up these rights.  
(596)  Fifth, the launch of a satellite involves large sunk costs, which means that 
operators are unlikely to decommission a satellite which continues to generate 
substantial revenue.392 For instance, for Thor 7, TS’ newest satellite launched in 
2015, total capital expenditures until launch (for satellite equipment, launch, 
insurance and ground system) amounted to roughly EUR […] . Since the launch, 
annual capital expenditures have amounted to about EUR […] and annual 
operating expenditures (personnel and platform support) to below EUR […].393 
The Notifying Parties estimate tha t SES’ annual expenditures would be even 
lower compared to TS, as SES belongs to global leading satellite operator SES 
Group.394 It is economically rational to continue the operation of satellites until 
                                                 
391  Satellite operators submit frequency filings via their national regulators. Filings have to be brought into 
use with a real satelli te system no later than seven or eight years after their initial submission, otherwise 
they will expire. Operators are free to submit as many filings as they wish (each filing being a ticket in the 
queue), and whoever holds the most senior filing at a give n orbital location has the right to use the 
frequency (“first come, first served”). When an operator manages to bring a filing into use, it will be 
recorded in the Master International Frequency Register ("MIFR") supervised by the International 
Telecommuni cations Union. When this happens, the filing will not expire and the operator gains the right 
to use the frequency band at the filed orbital location as long as they have a satellite asset in place using 
the filed frequencies. Should the satellite asset be  removed or stop working, the operator has the option to 
suspend the filing, then the operator maintains the most senior rights at the orbital location for three years. 
Failing to bring a satellite asset to the orbital location within three years after sus pension implies that the 
frequency rights will be removed from the MIFR and will be available to another operator that has a filing 
covering the frequency band at that orbital location and are able to bring the frequencies into use (“use it 
or lose it”). F orm CO, paragraph 1948; Notifying Parties’ reply to RFI 16, question 5.  
392  Form CO, paragraph 1946.  
393  Notifying Parties’ reply to RFI 12, question 1.  
394  Notifying Parties’ reply to RFI 19, question 13.  
 
 
143 the end of their lifetime as long as they continue to generate revenues 
[confidential strategic information relating to parties' satellite business ] annual 
expenses, which is the case for SES’ satellites at the 5°E orbital position. In fact, 
SES submitted that its net worldwide turnover related to the two sate llites at the 
5ºE orbital position was EUR […] in 2018.395 Without the estimated EUR […]  
from Nordic broadcasting customers396, SES will still earn about EUR […] per 
satellite at the 5°E orbital position. Therefore, from a margin perspective, SES is 
likely to continue to operate from its 5°E orbital position.  
(597)  Sixth, it is worth noting that the mentioned operating expenses are largely fixed 
costs due to the high de gree of digitisation and automation. […] .397 […].398 This is 
also confirmed by SES’ description of its own pricing policy, […]: […]399 
(598)  Seventh, the results of the market investigation confirmed that satellite customers 
and competitors do not expect that SES’ abi lity to effectively compete from the 
5°E orbital position outside the Nordics would be affected in the two to three 
years following the Transaction.400 
(599)  In line with arguments presented in paragraphs (589)  to (597) , SES’ submissions 
do not focus on its current operations.401 Instead, SES emphasises that the loss of 
its Nordic broadcasting customers may render the replacement of Astra 4A, the 
elder of SES’ two satellites, […].402 SES has not submitted sufficient evidence in 
order for the Commission to carry out a comprehensive assessment of SES’ 
business c ases for the Astra 4A replacement absent the Transaction and post -
Transaction.403 Nevertheless, the Commission has four specific remarks in 
relation to SES’ investment decision.  
(600)  As a first remark, the number of transponders used by Viasat [ confidential 
strategic information relating to NENT's satellite business] .404 Viasat has reduced 
                                                 
395  SES’ responses to questionnaire Q9 to satellite cu stomers and competitors, question A.2.  
396  Notifying Parties’ reply to RFI 12, question 12 (The EUR […]  estimate consists of the actual value for 
Viasat and a mark -up for the other Nordic broadcasting customers).  
397  Notifying Parties’ reply to RFI 12, quest ion 1.  
398  Form CO, paragraph 1968.  
399  SES’ non -confidential reply to RFI 2, question 2(e).  
400  Responses to questionnaire Q9 to satellite customers and competitors, question D.3; Responses to 
questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sw eden, Finland and Denmark, 
question J.3.  
401  SES’ argument which concerns its current operations relates to a possible alteration of its agreement with 
Teracom for the provision of ground services (in particular uplink services) from a site in Sweden (SES’ 
non-confidential reply to RFI 3 and RFI 4). As a large part of the services provided by Teracom currently 
relate to Viasat, SES fears that Teracom would possibly want to alter the agreement which could increase 
SES’ costs or hinder SES from reaching the 5° E orbital position. The Commission does not consider that a 
possible alteration of SES’ agreement with Teracom would harm SES’ ability and incentive to effectively 
compete from the 5°E orbital position. If an alteration of the agreement would increase SES’  costs, this 
would not have a significant impact as ground services account for a small proportion of the cost of supply 
of satellite transponder capacity only. SES could also evaluate alternative independent teleport companies 
active in Europe and alternative sites in Sweden in order to switch to a different provider and/or site for 
the provision of ground services (Notifying Parties’ replies to RFI 11 and RFI 13). In any case, the 
assessment of effects in section (B) also covers the scenario that SES woul d immediately stop its 
operation from the 5°E orbital position.  
402  SES’ responses to questionnaire Q9 to satellite customers and competitors, question D.3.  
403  See e.g. SES’ reply to RFI 1, question 6, which does not go into sufficient detail.  
404  Notifying Parties‘ reply to RFI 9, question 12.  
 
 
144 its transponder use from […] transponders in 2015 to […] in Q1 2020. Besides 
the divestment of All Media Baltics (accounting for a reduction by approximately 
[…] transponders405), such reduction is a result of usual course of business 
changes in the operation of Viasat. On the one hand, the reduction is due to 
Viasat’s commercial decision to [ confidential strategic information relating to 
NENT's satellite business] . On the other hand, the reduction was possible due to a 
number of technical developments, such as [ confidential strategic information 
relating to NENT's satellite business ]. 
(601)  In […], SES and Viasat concluded a new transmission agreement that provides 
for an option for Vi asat [confidential strategic information relating to NENT's 
satellite business] , the end of the contract. Post  […], NENT assumes that the 
transition from distribution via satellite to distribution via the internet will 
[confidential strategic information relating to NENT's satellite business] . In fact, 
NENT estimates that Viasat would most likely [ confidential strategic information 
relating to NENT's satellite business ]. It follows that while Viasat's demand for 
capacity is one of several factors, it is a f actor of [ confidential strategic 
information relating to NENT's satellite business ] when SES decides on the 
replacement of Astra 4A.  
(602)  As a second remark, SES's decision to replace Astra 4A depends on several 
factors making it difficult to establish a direct causal link between the Transaction 
and the investment decision. In particular, such decision would also depend on the 
future viability of the DTH industry in the CEE region, the Middle East and 
Africa, consumer uptake of IPTV and online services, the growth of data 
communications over satellite, and SES' overall satellite asset and orbital position 
strategy. SES derives revenue from non- broadcasting services at 5°E and the 
demand for satellite capacity in Africa is projected to increase significantly. 
Viasat's demand for capacity is only one of many factors which SES would take 
into account. 
(603)  As a third remark, SES Group, as the leading global satellite operator, will have a 
number of ways of optimising the use of its assets at 5°E and satisfying the needs 
of its current and future customers, while keeping the ratio between investment 
and expected future income at a relatively low level. As explained by the 
Notifying Parties, SES could consider any of the following options:406 
(a) Co-investment with another satellite operator for a replacement. Each co -
investor can configure the satellite based on its requirement for broadcasting, 
data and other capacity, use of frequency bands (Ku- , Ka -, C-band) and 
fixed/adjustable transponders. This provides considerable flexibi lity and 
lower investment costs and is practically feasible as shown by TS’ and 
Intelsat’s co -investment at 1°W.  
(b) SES could move SES satellites from other orbital positions to 5°E. The cost 
of such a move would relate to: (i) the use of fuel on the satellit e to move it 
(which depends on the current position of the satellite, i.e. the distance to new 
position), and whether the commercial value of the satellite would be reduced 
by the move (remaining fuel vs. lifespan of the  on-board technology)) and 
                                                 
405  Notifying Parties’ reply to RFI 12, question 7(a).  
406  Notifying Parties’ reply to RFI 9, question 14.  
 
 
145 (ii) the commercial value of the satellite on current location vs. commercial 
value on new position. The cost of moving a satellite would not be 
prohibitive for SES and could be done in a timely way. 
(c) Launch of a micro satellite at favourable investment costs of about EUR […] , 
but with a more limited payload.  
(d) Combination with a public sector payload, i.e. reserving parts of a satellite 
for specific use defined by a governmental body. 
(604)  Each of these options would result in substantially lower investment cost, than the 
cost of approximately EUR […] to replace Astra 4A with a similar satellite. In 
addition, SES could adjust the carried transponders to the estimated future 
demand, e.g. it could launch a large  data services satellite with a small 
broadcasting payload as a co -passenger.  
(605)  As a fourth remark, the Commission notes that SES' decision to replace Astra 4A 
is too far away from the Transaction for the Commission to consider it as part of 
the investigatio n and establish a causal link. Importantly, the Notifying Parties 
provided evidence that Astra 4A could technically operate until [ confidential 
strategic information relating to parties' satellite businesses ].407 Even assuming 
that SES would decide to replac e Astra 4A with a more modern satellite slightly 
earlier and would take such investment decision three to four years before the 
expected launch, such investment decision would still take place beyond the time 
period normally taken into account in merger investigations.  
(B) Effects on competition  
(606)  The Commission does not need to come to a final view on the question whether 
the Transaction would affect SES’ investment decision. Even assuming that SES 
would  stop its operations at the 5°E orbital position immediat ely post -
Transaction (or would later decide not to replace its Astra 4A satellite408), there 
would be no significant detrimental effect on competition in any of the 
downstream markets concerned by SES’ potential exit from the market for the 
supply of satelli te transponder capacity at the 5°E orbital position. 
(607)  With regard to TV distributors in the Nordics , the Commission notes that, besides 
the JV, no TV distributor uses satellite capacity as an input in the retail provision 
of AV services in the Nordics. Cana l Digital and Viasat are the only TV 
distributors which rely on this input. SES’ potential exit from 5°E would therefore 
have no impact on the ability of downstream competitors to compete. Given that 
downstream competitors do not rely on DTH, TS does not have the ability to 
refuse to supply satellite transponder capacity for broadcasting, restrict the supply 
of such capacity, or offer it at worse conditions.  
                                                 
407  Form CO, footnote 532 and Annex 84.  
408  Under this scenario, SES’ existing customers on SES -5 would continue to be served. In addition, the loss 
of Viasat will have freed up capacity on SES -5, which could be used to move existing customers from 
Astra 4A to SES -5. 
 
 
146 (608)  It is worth noting that there is a large number of downstream competitors which 
have their own infra structure:  
(a) Norway: Altibox (fibre); Telia (fibre, cable, mobile); RiksTV (DTT); 
(b) Sweden: Tele2/Com Hem (fibre, cable, mobile, DTT); Telia (fibre, cable, 
mobile); Sappa (fibre, cable);  
(c) Denmark: TDC (fibre, cable, mobile); Telia (mobile); Stofa/Boxer (fibre, 
cable, DTT); Waoo! (fibre, cable);  
(d) Finland: Digita (DTT); Elisa (fibre, cable, mobile); Telia/Bonnier (fibre, 
cable, mobile).409  
(609)  Entry of any competitors on the downstream retail market that would rely on 
satellite transponder capacity for broadcasting is highly unlikely going forward in 
the Nordics. TV distribution over DTH is in significant structural decline. Entry 
has not take n place over the past 20 years. The Notifying Parties have 
[confidential strategic information relating to parties' TV businesses] .410 
(610)  With regard to TV broadcasters (with direct agreements for satellite capacity) in 
the Nordics , the Commission notes that the Transaction and SES’ potential exit 
from 5°E would neither harm this customer group nor end customers, i.e. TV 
viewers. In part icular, it would not give TS the ability or the incentive to foreclose 
TV broadcasters that wish to purchase satellite transponder capacity directly from 
satellite operators.  
(611)  As preliminary remark, Nordic broadcasters do not to any significant extent 
purchase satellite capacity directly from satellite operators. Nordic TV 
broadcasters normally enter into wholesale carriage agreements pursuant to which 
DTH TV distributors (pre -Transaction, Canal Digital and Viasat; post-
Transaction, the JV) undertake to tran smit and distribute the broadcasters’ TV 
signals to their subscribers (this relationship is discussed in Section 6.4.3). By 
way of illustration, TS t ransmits […] TV channels to the Nordics, of which […] 
are transmitted for Canal Digital and only […] are transmitted based on direct 
agreements with TV broadcasters.411 The trend over recent years goes towards 
including satellite transmission for even more c hannels in the wholesale carriage 
agreements. TS lost almost [ confidential strategic information relating to 
Telenor's satellite business]  of its revenues from 2016 to 2020 from TV 
broadcasters that purchase satellite capacity. Therefore, it is not expected that 
demand from channel providers for direct agreements will increase going 
forward. In other words, there is and will be no significant demand other than 
from DTH TV distributors for satellite capacity for broadcasting in the Nordics.  
(612)  Post-Transaction, there will not be a significant number of satellite dishes 
pointing to 5°E in the Nordics and as such there is no target audience at 5°E for 
TV broadcasters. It is therefore irrelevant to TV broadcasters currently present in 
or seeking to enter the Nordic s whether SES offers satellite capacity at 5°E. While 
some broadcasters will no longer be able to choose between the 1°W and 5°E 
                                                 
409  Form CO, paragraph 1954.  
410  Form CO, paragraph 1880.  
411  Form CO, paragraph 1882.  
 
 
147 orbital positions, the dish turn from 5°E to 1°W may have a positive effect on TV 
broadcasters who currently purchase satellite  capacity from both TS at 1°W and 
SES at 5°E. Post -Transaction, these TV broadcasters will reach all Nordic DTH 
households based on one supply agreement, which will reduce their costs while 
keeping the same advertising income (for news channels) or donor i ncome (for 
religious channels).412 This is the case for three out of the five channels with 
direct agreements with SES as [ confidential strategic information relating to 
parties' satellite business] and [confidential strategic information relating to 
parties' satellite business ] currently purchase capacity from both SES and TS.413  
(613)  The Transaction will also not harm TV broadcasters that currently purchase 
satellite capacity from either TS or SES.414  
(614)  In the first place, TV broadcasters and end customers, i.e. TV viewers, would not 
be affected by SES’ potential exit as in addition to retail AV services from the JV 
they have several different platforms on which to, respectively, distribute and 
receive AV services (i.e terrestrial, cable, IPTV and OTT). This was conf irmed by 
respondents to the market investigation, including TS’ TV broadcaster customers 
who stated that they could rely on other means of distribution than satellite.415  
(615)  In the second place, TS will have a strong incentive to supply capacity to any TV 
broadcaster customers post -Transaction because  TS has a significant amount of 
available capacity. In the […] years416 following the Transaction, TS will have at 
least […] free transponders, which could be used by new broadcasting customers 
in the Nordic and CEE region. If the expected volume reduction by the JV 
materialises, the number of free transponders will increase to up to […] . 
Moreover, [confidential strategic infor mation relating to Telenor's satellite 
business ].417 
(616)  In the third place, it is also worth noting that satellite operator Intelsat owns […]  
transponders on Thor 6 and leases capacity on […] transponders on Thor 5 and 
Thor 7 from TS. […] transponders on Thor 5 and […] transponders on Thor 7 can 
be used for broadcasting in the Nordics. Intelsat could offer satellite capacity to 
some individual TV broadcasters, if they were unable to come to an agreement 
with TS.418 
(617)  With regard to TV distributors and TV broadcaster s in the CEE region419, the 
Commission notes that there are a number of satellite operators which cover this 
                                                 
412  Notifying Parties‘ reply to RFI 9, question 15.  
413  Form CO, Table 209.  
414  TS has direct agreements for the distribution in the Nordics (or wider) with [confidential strategic 
information relating to Telenor's satellite business ]. These channels may still be distribu ted on the other 
orbital position based on wholesale carriage agreements with Viasat and Canal Digital, respectively.  
415  Responses to questionnaire Q9 to satellite customers and competitors, question D.5; Responses to 
questionnaires Q2, Q4, Q6 and Q8 to TV broadcasters in Norway, Sweden, Finland and Denmark, 
question J.5.  
416  After […], free capacity will depend on TS’ decision on a replacement of satellite Thor 5 during […] and 
of satellite Thor 6 during […]. 
417  Notifying Parties‘ reply to RFI 9, questions 8 and 15.  
418  Notifying Parties’ reply to RFI 9, question 7.  
419  The Notifying Parties confirm that any other regions covered by SES’ 5°E orbital position, in particular 
the Middle East and Africa, are also served by a number of other satellite operators and  other satellite 
positions operated by SES Group (Notifying Parties’ reply to RFI 9, question 11).  
 
 
148 region for broadcasting, as presented in Table 48. Besides SES’ multiple orbital 
positions, other satellite operators covering the CEE region (or parts of this 
region) include TS, Eutelsat, Intelsat, Hellas Sat and Amos.420 
Table 48: Satellite capacity for broadcasting in the CEE region  
2018  EUR (million)  % 
1°W  […] [10-20] 
TS […] [0-5] 
Intelsat  […] [5-10] 
SES (5°E)  […] [0-5] 
SES (19.2°E)  […] [10-20] 
SES (23.5°)  […] [5-10] 
SES (31.5°)  […] [0-5] 
Eutelsat (13°)  […] [10-20] 
Eutelsat (16°E)  […] [10-20] 
Eutelsat (36.0°)  […] [10-20] 
Intelsat (45.1°E)  […] [0-5] 
Intelsat (85°E)  […] [5-10] 
Hellas Sat (39.0°E)  […] [5-10] 
Amos (4°W)  […] [0-5] 
Total  […] 100 
Source: Notifying Parties’ reply to RFI 9, question 11.  
(618)  TS currently supplies customers in Czechia, Slovakia, Romania and Hungary. 
From its other orbital positions, SES currently supplies customers in Austria, 
Germany and Switzerland (19.2°E), Czechia and Slovakia (23.5°E) and Romania 
(31.5°E). Eutelsat currently supplies c ustomers in Poland (13°E), various Balkan 
states (16.0°E) and Russia (36.0°E). Intelsat currently supplies customers in 
Czechia, Slovakia, Romania and Hungary from 1°W, in Bulgaria from 45.1°E and 
in Russia from 85°E. Hellas Sat’s current customers are sit uated in Bulgaria and 
Romania and Amos’ current customers are located in Hungary and Ukraine.421 
All listed orbital positions cover the Baltic states and Ukraine, where SES’ 
current 5°E customers are located, besides Hellas Sat’s orbital position (covering 
neither Baltic states nor Ukraine) and SES’ 23.5°E, Intelsat’s 45.1°E and 
Eutelsat’s 16°E orbital positions (not covering Ukraine). The Notifying Parties 
estimate that several of the listed satellite operators would likely have free 
capacity available for additional broadcasting customers.422 
(619)  Therefore, in case SES terminated its operations via the 5°E orbital position, TV 
distributors and TV broadcasters in the CEE region would continue to be able to 
choose from and switch between different satellite operator s. This also includes 
the possibility that SES’ current customers could stay with SES and switch to one 
of SES’ other orbital positions covering the CEE region.  
(620)  As explained in paragraph (74) , while switching of the orbital position does create 
switching costs, switching is possible as shown by several past switching 
examples. Moreover, the new satellite operator may offer migration cost support.  
                                                 
420  Notifying Parties‘ reply to RFI 9, question 10(e).  
421  Notifying Parties‘ reply to RFI 9, question 10(a).  
422  Notifying Parties‘ reply to RFI 16, question 6. 
 
 
149 (621)  With  regard to customers of satellite telecommunication services,  the 
Commission notes that, as explained in paragraph (593) , the majority of these 
custo mers are business customers with movable satellite antennas. Such 
customers do not depend on a specific orbital position and can easily move 
antennas to any of the many other orbital positions which offer the same type of 
services.  
(622)  The Notifying Parties ex plain that the provision of satellite capacity for data 
services is highly competitive, with a large number of resellers (Marlink, 
Speedcast, Maritime, Navarino and many small local resellers) competing for 
contracts with ship owners, airlines and offshore  installations etc. These resellers 
run competitive processes among the various satellite operators to supply required 
satellite capacity. There is a constant deal flow to and from TS and contract 
periods for data services typically vary from […]  to […] ye ars. As an example, 
[confidential strategic information relating to Telenor's satellite business ]. Telenor 
Satellite has [ confidential strategic information relating to Telenor's satellite 
business ] in respect of [ confidential strategic information relatin g to Telenor's 
satellite business] as its coverage area is limited to one orbital position, which 
[confidential strategic information relating to Telenor's satellite business ].423 
6.4.5.3. Conclusion  
(623)  In light of the above considerations and based on the results of the market 
investigation, the Commission considers that the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market as a result of 
customer foreclosure in the market for satellite transponder capacity.  
6.4.6. Possible for eclosure of competing acquirers of satellite transponder capacity from 
accessing Telenor Satellite’s transponder capacity (input foreclosure)  
(624)  The Transaction gives rise to vertically affected markets as a result of TS’ 
activities in the upstream market for the provision of satellite transponder 
capacity and the JV’s activities in the downstream markets for the retail supply of 
AV services in the Nordic countries.  
(625)  There are two customer groups which purchase satellite transponder capacity 
directly from satellite operators in order to compete in the retail supply of AV 
services in the Nordic countries: DTH TV distributors and some individual TV 
broadcasters. As already explained in detail in Section 6.4.5.2(B)  on the effects of 
potential customer foreclosure to the detriment of TS’ competitor SES, TS would 
not have the ability and incentive to foreclose downstream competitors of the JV. 
(626)  TV distributors: Besides the JV, no TV distributor uses satellite capacity as an 
input in the retail provision of AV services in the Nordics. In addition, it is highly 
unlikely that there would be entry in light of the decline of DTH TV distribution 
in the Nordics. Therefore, given that none of the JV’s downstream competitors 
relies on DTH distribution, TS does not have the ability to refuse to supply 
satellite transponder capacity for broadcasting, restrict the supply of such 
capacity, or offer it at worse conditions.  
                                                 
423  Notifying Parties‘ reply to RFI 9, question 15.  
 
 
150 (627)  TV bro adcasters : Nordic broadcasters do not to any significant extent purchase 
satellite capacity directly from satellite operators. Nordic TV broadcasters 
normally enter into wholesale carriage agreements pursuant to which DTH TV 
distributors (pre -Transaction, Canal Digital and Viasat; post -Transaction, the JV) 
undertake to transmit and distribute the broadcasters’ TV signals to their 
subscribers (this relationship is discussed in Section 6.4.3). The Transaction will 
also not harm TV broadcasters which purchase satellite capacity directly from a 
satellite operator in the Nordics.424 First, TV broadcasters and end customers, i.e. 
TV viewers, have several different platforms on which to, respectively, distribute 
and receive AV services (i.e terrestrial, cable, IPTV and OTT). Second, TS will 
have a strong incentive to supply capacity to  any TV broadcaster customers post -
Transaction, in particular, because  TS has a significant amount of available 
capacity (see paragraph (615) ).  
(628)  There fore, in light of the above considerations and based on the results of the 
market investigation, the Commission considers that the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market as a 
result of input forecl osure in relation to the market for satellite transponder 
capacity.  
6.5. Cooperative effects  
6.5.1. Introduction  
(629)  Under Article 2(4) of the Merger Regulation, to the extent that the creation of a 
joint venture constituting a concentration pursuant to Article 3 has as i ts object or 
effect the coordination of the competitive behaviour of undertakings that remain 
independent, such coordination shall be appraised in accordance with the criteria 
of Article 101(1) and (3) of the Treaty, with a view to establishing whether or not 
the operation is compatible with the common market.  
(630)  Under Article 2(5) of the Merger Regulation, in making this appraisal, the 
Commission shall take into account in particular: (i) whether two or more parent 
companies retain, to a significant extent, a ctivities in the same market as the joint 
venture or in a market which is downstream or upstream from that of the joint 
venture or in a neighbouring market closely r elated to this market; and 
(ii) whether the coordination which is the direct consequence of  the creation of 
the joint venture affords the undertakings concerned the possibility of eliminating 
competition in respect of a substantial part of the products or services in question.  
(631)  A restriction of competition under Article 101(1) TFEU is established  when the 
coordination of the parent companies’ competitive behaviour is likely and 
appreciable and results from the creation of the joint venture, be it as its object or 
its effect . 
(632)  Telenor and NENT will both remain independently active in a number of the  
same markets as the JV, namely the retail supply of AV services in Norway, 
                                                 
424  TS has direct agreements for the distribution in the Nordics (or wider) with [confidential strategic 
information relating to Telenor's satellite business ]. SES distributes [ confidential strategic inf ormation 
relating to Telenor's satellite business ]. These channels may still be distributed on the other orbital 
position based on wholesale carriage agreements with Viasat and Canal Digital, respectively.  
 
 
151 Sweden and Finland.425 The Notifying Parties and the JV will also be active post -
Transaction in the acquisition of TV channels in Finland, which is an input to the 
retail supply of A V services. In the scenario where Telenor and the Norwegian 
State are considered part of the same economic unit, the Norwegian State and 
NENT would be active post -Transaction in the retail supply of AV services and in 
the wholesale supply of TV channels in Norway.  
6.5.2. The Notifying Parties’ view  
(633)  The Notifying Parties argue that the creation of the JV does not have the object or 
effect of – and will not lead to – coordination between the Notifying Parties in the 
markets for the retail supply of AV services in No rway, Sweden or Finland, or the 
market for wholesale acquisition of TV channels in Finland because the market 
conditions are not conducive to tacit coordination, the Notifying Parties will 
continue to have different commercial interests and the JV will form a small part 
of the Notifying Parties’ overall businesses.  
6.5.3. The Commission’s assessment  
(634)  The Commission considers that the Transaction does not give rise to serious 
doubts as to its compatibility with the internal market as a result of cooperative 
effects in the markets for the retail supply of AV services in Norway, Sweden and 
Finland (or on the market for the wholesale supply of TV channels in Norway, in 
the case that Telenor and the Norwegian State are considered part of the same 
economic unit) for the r easons set out below. Moreover, the Transaction will not 
lead to cooperative effects with respect to channel acquisition in Finland for the 
same reason as discussed below for their overall role on the market for the retail 
supply of AV services.  
(635)  First, the  Commission observes that the markets for the supply of retail AV 
services in Norway, Sweden and Finland are not conducive to coordinated effects. 
The markets are characterised by asymmetric shares and several competitors 
would remain post -Transaction, whi ch would be likely to disrupt any attempts of 
the Notifying Parties to coordinate their activities on the relevant markets.  
(636)  In Norway, post -Transaction, the Parties will continue to face competitive 
constraints from a number of strong market players and s uppliers of traditional 
and OTT AV services. Telenor will have a share of [10 -20]% and NENT (via 
Viaplay) a share of [5 -10]% in the overall market for the retail supply of AV 
services. Other established non -linear OTT providers such as Netflix ([20 -30]%), 
HBO Nordic ( [5-10]%) and linear OTT provider TV2 Sumo ( [5-10]%) will 
continue to compete with the Notifying Parties, and in particular constrain 
NENT’s OTT service Viaplay. Competition from other cable/IPTV service 
                                                 
425 In the above sections assessing the horizontal o verlaps, the combined market shares of the Parties and a list 
of each affected market segment have been presented. In the overall market for the retail supply of AV 
services, the market shares including NENT’s OTT service and Telenor’s retail AV services i n 2018 are: 
(i) in Norway, [20 -30]% by subscribers (JV: [10-20]%, Telenor: [10-20]%, NENT: [5-10]%) and [40 -
50]% by revenue (JV: [10 -20]%, Telenor: [10-20]%, NENT: [0 -5]%); (ii) in Sweden, by subscribers (JV: 
[5-10]%, Telenor: [5-10]%, NENT: [0 -5]%) and [30-40]% by revenue (JV: [20 -30]%, Telenor: [5 -10]%, 
NENT: [0-5]%); (iii) in Finland, [10 -20]% by subscribers (JV: [0 -5]%, Telenor: [10-20]%, NENT: [0-
5]%) and [20 -30]% by revenue (JV: [5 -10]%, Telenor: [10-20]%, NENT: [5-10]%); and (iv) in Denmark, 
by subsc ribers (JV: [0-5]%, NENT: [0-5]%) and [10-20]% by revenue (JV: [5-10]%, NENT: [0-5]%).  
 
 
 
152 operators such as Telia/GET ( [10-20]%) an d RiksTV ([5-10]%)426 will likely 
make any efforts at coordination difficult to sustain. Riks TV has already 
approximately […] subscribers and is considered by the Notifying Parties, 
[confidential information regarding business plans and strategic decisions.] .427 
Any attempts to coordinate behaviour on the retail market would likely be 
undermined by any number of competitors.428 
(637)  In Sweden, the Parties’ activities are relatively small (Telenor [5 -10]%, Viaplay 
[0-5]% and JV [5 -10]%) and will face constraints by la rge integrated players such 
as Tele2/Com Hem ( [20-30]%) and Telia ([10 -20]%) in addition to smaller 
traditional distributors such as Sappa. Again, OTT providers will also exercise a 
constraint including Netflix ([20 -30]%) and HBO ( [5-10]%). Even excluding non -
linear OTT providers, the Notifying Parties will face a strong constraint in 
particular from large players Tele2/Com Hem ( [40-50]%) and Telia ([20 -
30]%).429 Moreover, given the small combined presence of the Notifying Parties 
and the larger presence of competitors, in particular Tele2/Com Hem and Telia, it 
is unlikely that these rivals’ incentives would align with those of the Notifying 
Parties, required to sustain any coordination.  
(638)  In Finland, together the Notifying Parties’ retained activities will represent 
below  20% of the market for the retail supply of AV services, with Telenor’s 
share of [10 -20]% five times larger than NENT’s share of [0 -5]%. Post -
Transaction, the Notifying Parties will continue to face constraints from 
numerous TV distributors acro ss all market segmentations: including, 
Digita  ([20-30]%), Telia ([10 -20]%), Elisa ([10 -20]%) as well as OTT providers, 
Netflix ([10 -20]%) and linear OTT service Ruutu+ ( [0-5]%).430 
(639)  Second, information barriers in place post -Transaction will make it difficult for 
the Notifying Parties to coordinate their behaviour. Information barriers will be in 
place between NENT and Telenor on the one hand and the JV on the other hand, 
and between NENT and Telenor. These information barriers will prevent 
information flows  that could otherwise help to coordinate the retained activities of 
the Notifying Parties. More specifically, the information barriers will ensure that 
confidential information will not be available to any representative from Telenor 
and/or NENT directly in volved in competing market -facing activities. They will 
also ensure that personnel is kept separate by preventing an overlap of directors of 
the board, management and employees of the JV with board members, 
management and employees in Telenor and NENT who have direct operational 
responsibility for day- to-day marketing of products and services relating to the 
retail supply of AV services in Norway, Sweden and Finland. In short, the 
information barriers will ensure that confidential information relating to th e retail 
supply of AV services, including the terms of distribution agreements, will not be 
                                                 
426  Form CO, Table 5.  
427  Form CO, paragraph 518 -520, Annex 22.  
428 The Commission notes the transmission agreement in place between Norges Televisjjion AS (“NTV”) and 
Norking, a wholly owned subsidiary of Telenor, under which Norking provides access to high quality 
DTT infrastructure to NRK. The term of the agreement is […]  to […]. The agreement is unrelated to the 
activities of the JV in the retail supply of TV services in Norway and as such the Transaction does not 
change the incentives of the JV vis -à-vis access to DTT infrastructure for NTV. In any case, the term of 
the transmi ssion agreement runs until […].  
429  Form CO, Tables 32 and 33.  
430  Form CO, Table 62.  
 
 
153 shared by the JV with either of its parents (and vice versa) and will not be shared 
between the JV’s parents.   
(640)  Third, the growth in OTT viewing and the increasing competitiveness of OTT 
players will likely undermine attempts at coordination. The Commission 
considers that the trend towards an increasing importance in OTT viewing is 
likely to result in increased competitive pressure from rival OTT providers in the 
future. In Norway, this would mean from players like TV2 (through its OTT 
offering “TV2 Sumo”), Discovery (“DPlay” and “Eurosport Player”), Telia (“C 
More”); in Sweden, Telia (“C More”) and Discovery (“Dplay and Eurosport 
Player”) and in Finland Sanoma/Nelone n’s “Ruutu+”; in addition, there will be 
competitive pressure from international players like Netflix and HBO.  
(641)  Fourth, the barriers to entry in particular as regards the OTT provision of retail 
AV services are not so high so to make entry impracticable. E vidence of entry 
suggests that any efforts to coordinate behaviour could, in future, be disrupted by 
further entry into the OTT space. Several new players have entered with new 
OTT services in the recent past. For example, in Norway and Sweden, Amazon 
launched “Amazon Prime Video” (2016)431, Apple  launched “Apple TV+” (2019) 
and Disney is expected to launch Disney+ in Norway and Sweden later this year. 
In addition, existing AV retailers have expanded their offering to include OTT 
services, with  RiksTV launch ing “Strim” (2018) and sports agency IMG 
launching “Strive” (2019) in Norway. 
(642)  Fifth, in light of differences in the Notifying Parties’ retained businesses, it is 
unlikely that their incentives would be aligned. NENT will be solely active in the 
retail prov ision of AV services outside the JV through its OTT offering Viaplay, 
whereas Telenor will continue to service customers via its cable/IPTV service. 
The different focus of the Notifying Parties’ retained activities makes it less likely 
that they would coor dinate their behaviour and the existence of strong 
competitors, both in the traditional and OTT spheres, makes it unlikely that any 
attempts to coordinate their behaviour would be sustainable. Moreover, while the 
JV represents a large proportion of the act ivities of one parent (NENT) the 
significantly larger size of Telenor and the small size of the JV relative to Telenor 
group’s activities432makes it unlikely that Telenor would have any incentive to 
coordinate its competitive behaviour.433  
(643)  Sixth, structural differences in the Notifying Parties’ businesses also makes it 
difficult to foresee how they would align incentives to cooperate in the retail 
supply of AV services. Whereas Telenor owns mobile and fixed 
telecommunications assets and infr astructure in Norway, Sweden and Finland, 
NENT owns no mobile or fixed telecommunications assets or infrastructure. 
Telenor will continue to provide fixed and mobile telecommunications services in 
the Nordics as well as Asia and NENT will remain active at the retail level 
through Viaplay and at the wholesale level through the sale of its TV channels 
                                                 
431 Though not currently actively marketing itself in Norway and Sweden, it is expected to expand in the near 
future as the roll out of fibre networks continues Form CO, para graph 530, 868, 875,  
432 Based on figures provided by the parties the JV’s activities represent approx. EUR […] (NOK […] for 
Canal Digital plus SEK […] for Viasat); NENT’s group revenue is approx. EUR 1,420 million (SEK 
14,568 million); and Telenor’s group revenue is approx. EUR 11,437 million (NOK 109,771).  Therefore , 
the JV represents […]% of NENT group’s revenue and […]% of Telenor group’s revenue.  
433 See also Case COMP/M.2851 Intracom/Siemens/STI.  
 
 
154 and advertising, as well as content produced by NENT. Accordingly, their costs 
base are likely to differ making coordination on price difficult.  
(644)  Seventh, consi dering the modest combined share of the Notifying Parties’ 
activities in the market for the retail supply of AV services in Norway 
([10-20]%), Sweden ( [5-10]%) and Finland ( [10-20]%) even if the parents of the 
JV were to coordinate their activities it woul d likely not lead to an appreciable 
restriction on the relevant markets.  
(645)  Eighth, the market investigation shows that the majority of respondents do not 
consider that the Transaction will likely give rise to cooperative effects or have no 
specific view in that regard. Those respondents who did consider that cooperative 
effects were likely, did not substantiate their claim.434  
(646)  Moreover, in relation to a potential input foreclosure strategy to the detriment of 
suppliers of retail AV services competing with Tel enor (whereby NENT would 
only license its channels to the JV and Telenor or, alternatively, do it on more 
beneficial terms), the Commission notes that the Transaction does not change 
NENT’s incentive and that NENT will continue to have the incentive to lic ense 
its channels to competing providers of retail AV se rvices, as discussed in 
Section  6.4.2. In particular, first, NENT’s agreements with Telenor have similar 
termination compared to other agreements NENT has with other suppliers in the 
market.435 Second, in an input foreclosure strategy, a company may have the 
incentive to engage in such strategy reducing its revenue in the upstream market 
in order to expand revenues in the downstream market. In such a scenario, a 
foreclosing strategy would be beneficial e xclusively to Telenor’s downstream 
retail activities and it would likely be detrimental to NENT, with a reduction of 
carriage fee and advertising revenue. Since Telenor has no influence over 
NENT’s decision making in relation to NENT’s wholesale supply of its TV 
channels, the Commission considers the foreclosure of third party suppliers of 
retail AV services from accessing NENT’s TV channels (not contributed to the 
JV) as unlikely to take place as a result of the Transaction.  
(647)  Finally, in relation to a pote ntial customer foreclosure strategy to the detriment of 
wholesale suppliers of TV channels competing with NENT (whereby Telenor 
would only license NENT’s channels, or alternatively, offer NENT more 
                                                 
434 In Sweden, a broadcaster referred to an increased risk o f coordination due to consolidation in the market 
for the retail supply of AV services, without further elaborating on the characteristics of the market that 
would make coordination likely: Q4 –  TV broadcaster in Sweden, question I.1.2.1. A TV retailer 
considers that cooperative effects are likely but in explaining why referred to input foreclosure effects that 
would likely result from the Transaction: Q1 – Retail suppliers of AV services in Norway, 
question  I.1.2.1; Q3 – Retail suppliers of AV services in Sweden, question I.1.2.1; Q5 –  Retail suppliers 
of AV services in Finland, question G.1.2.1; Q6 –  TV broadcasters in Finland, question I.1.1.1. In 
Norway, two TV retailers consider that the Notifying Parties could align their interests given NENT’s 
positio n in content and Telenor’s position in distribution but did not elaborate how this vertical 
relationship would lead to coordination on the market for the retail supply of AV services: Q1 – Retail 
suppliers of AV services in Norway, question I.1.2.1. In Finland, a TV distributors considers that as a 
result of the Transaction Telenor’s other platforms will enjoy more favourable wholesale terms and lower 
retail prices without elaborating on whether such terms would be the result of tacit coordination between 
the Notifying Parties: Q5 – Retail suppliers of AV services in Finland, question G.1.2.1.  
435  See Annex 1, RFI 14. In Norway and Sweden. [Confidential terms of commercial agreements between 
NENT and Telenor ]. In Denmark, [c onfidential terms of commercial ag reements between NENT and 
Telenor ]. 
 
 
155 beneficial terms), the Commission notes that the Transacti on does not change 
Telenor’s incentive to distribute channels via its own retail AV service platform 
(which will not be contributed to the JV). In particular, a strategy of foreclosing 
third -party channels from Telenor’s retail AV service platform (not contributed to 
the JV) platforms in order to divert viewers and advertising revenues to NENT’s 
channels would harm Telenor’s ability to attract subscribers of retail AV services, 
who expect to have access to a wider range of content. For this reason, a custom er 
foreclosure strategy, although potentially beneficial to NENT’s channels, would 
be likely to be detrimental to Telenor. Since NENT has no influence over 
Telenor’s decision making in relation to Telenor’s retail AV service platform (not 
contributed to the JV), the Commission considers the foreclosure of third party 
TV channels from Telenor’s retail AV service platform (not contributed to the 
JV) as unlikely to take place as a result of the Transaction.  
(648)  In the alternative scenario that Telenor and NRK are considered to be controlled 
by the Norwegian State (see Section 6.1.1.), the Transaction would still not give 
rise to cooperative effects in the market for retail supply of AV services or any 
market vertically related in Norway (i.e., the markets for the wholesale supply of 
TV channels in which both the Norwegian State and NENT would be active post -
Transaction).  
(649)  The ability for the Norwegian State and NENT to coordinate their behaviour is 
low in light of the market characteristics for the retail supply of  AV services 
described above at paragraphs 635 -636 and 640- 641. As regards the markets for 
the wholesale supply of TV channels, conditions are also not conducive to 
coordination. Negotiations are [c onfidential information regarding NENTs sales 
strategy and  policy] , can take [c onfidential information regarding NENTs sales 
strategy and policy]  to be finalised, and are of [c onfidential information regarding 
NENTs sales strategy and policy ] lengths of duration ( […] to […] years), so that 
it is unlikely that [c onfidential information regarding NENTs sales strategy and 
policy.] . These characteristics contribute to the lack of transparency in the market 
and make it unlikely that coordination between the Norwegian State and NENT 
would be plausible in the case that the former is considered to be part of the same 
economic unit as Telenor.  
(650)  It is also notable that the market position of the Norwegian State and NENT is 
largely asymmetric – NENT will have a share in the retail supply of AV services 
of [5-10]%436 and the Norwegian State will have a share of approximately 
[20-30]%437 – and in the market for the wholesale supply of TV channels NENT’s 
share will be [5 -10]% whereas the Norwegian State’s share will be [30 -40]%.438 
These asymmetric market positions further limit the a bility of NENT and the 
Norwegian State to coordinate their behaviour.  
(651)  The information barriers that will be in place post -Transaction, described above at 
paragraph 639, will mean that there will be a lack of necessary transparency on 
the relevant markets, making it more difficult for NENT and the Norwegian State 
to coordinate their behaviour. The information barriers would prevent the flow of 
commercially sensitive information between Telenor and NENT and the JV. The 
                                                 
436  Form CO, Table 5.  
437  Form CO, Annex 91.  
438  Form CO, Table 111.  
 
 
156 prospect that such sensitive information  would fall within the reach of the 
Norwegian State is unlikely given that it is active in the JV via Telenor who will 
itself be subject to confidentiality obligations under the information barriers.  
(652)  The Norwegian State and NENT would have no incentive to coordinate their 
behaviour on the markets for the retail supply of AV services and the wholesale 
supply of TV channels in Norway. The Norwegian State’s overall commercial 
interests and strategies vary greatly from those of NENT, which is singularly a 
medi a and entertainment company. Moreover, unlike the Norwegian State, NENT 
does not own any mobile or fixed telecommunications assets in Norway. In 
addition, the JV constitutes an insignificant, proportion of the Norwegian State’s 
activities making it even le ss likely that the Norwegian State would have an 
incentive to coordinate their activity on the market for the retail supply of AV 
services or the market for the wholesale supply of TV channels.  
(653)  The existence of a transmission agreement between Norges Televisjon AS 
(“NTV”) and Norking, a wholly owned subsidiary of Telenor, under which 
Norking provides access to high quality DTT infrastructure to NRK,439 does not 
change the assessment that the Norwegian State will not have the ability or 
incentive to coordinat e its behaviour with NENT on the markets for the retail or 
wholesale distribution of AV services. The transmission agreement is unrelated to 
the JV’s retail supply of TV services, which prevents the  Norwegian State and 
NENT from using the transmission agr eement to coordinate their behaviour. 
Moreover, NTV is jointly controlled by TV2 and NRK and there is no indication 
that TV2’s incentives would be aligned with that of NRK if it were to pursue a 
strategy to coordinate its behaviour with Telenor/Norking in a way that would 
disadvantage either NRK or RiksTV. As the joint owners of RiksTV, it is unlikely 
that the NRK or TV2 would do anything to disadvantage RiksTV.  
6.5.4. Conclusion  
(654)  In conclusion, in light of the above considerations and based on the results of the 
market investigation, the Commission considers that the Transaction does not 
give rise to serious doubts as to the compatibility with the internal market as a 
result of cooperative effects on the markets for the retail supply of AV services in 
Norway, Swed en and Finland (or on the markets for the retail supply of AV 
services and wholesale supply of TV channels in Norway, in the case that Telenor 
and the Norwegian State are considered part of the same economic unit).  
                                                 
439 NTV in turn leases broadcast capacity to its two customers: NRK and Riks TV.  
 
 
157 7. CONCLUSION  
(655)  For the above reasons, the Eur opean Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with 
the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and A rticle 57 of the EE A Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President