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,  22.10.2019  
C(2019 ) 7695 final  
PUBLIC VERSION  
 
To the notifying party  
Subject : Case M.9475 – TDR / BCA  
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 17 September 2019, the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
TDR Capital LLP (“TDR”, of the United Kingdom ) acquires within the meaning of 
Article 3(1)(b) of the Mer ger Regulation sole control of the whole of BCA 
Marketplace plc, (“BCA” , of the United Kingdom ), by way of purchase of shares 
(the “Transaction”).3 TDR is designated hereinafter as the “Notifying party”. TDR 
and BCA are referred to together as the “Parties ”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation ”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( “TFEU ”) has introduced certain changes, such as the replacement of  
“Community ” by “Union ” and “common market ” by “internal market ”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).  
3  Publication in th e Official Journal of the European Union No C 320 , 24.9.2019 , p. 8. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 
concerning non -disclosure of business 
secrets and other  confidential 
information. The omissions are shown 
thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  
(2) TDR is a private equity firm investing in a variety of sectors including motor fuels 
retail, gyms and health clubs, conveyor car washes, fleet leasing and management, 
vacant property services, modular construction, pubs and restaurants, deb t 
purchasing, logistic pallet return, coastal transport, life insurance and apparel and 
homeware products.  
(3) TDR has an indirect minority interest in and control over LeasePlan Corporation 
N.V. (“LeasePlan”). LeasePlan’s core business is the provision of ful l fleet leasing 
and management services for vehicles. After leasing its vehicles to its customers, 
LeasePlan sells its vehicles, via its CarNext division, in the second life cycle through 
two primary disposal channels: (i) directly to consumers via its own  consumer 
targeted remarketing platform and (ii) to trade buyers via its own online auction 
platform.  
(4) BCA provides used vehicle remarketing services (principally at physical auction 
sites) and related value -added services to facilitate the sale of used veh icles by 
vendors to predominantly trade buyers in the UK (and certain other Member States). 
In addition, it owns We Buy Any Car, a UK business that purchases used cars 
predominantly from individual consumers in the UK and disposes of them through 
the UK Ve hicle Remarketing division of BCA. In continental Europe it trades under 
the CarTrade2B brand which purchases vehicles (predominantly batches of vehicles 
from corporates) to provide auction inventory to the International Vehicle 
Remarketing division of BCA . 
2. THE OPERATION  AND THE CONCENTRATIO N 
(5) BBD Bidco Limited, a newly incorporated company controlled by TDR on behalf of 
funds it manages, will acquire the entire issued share capital of BCA . TDR will  
become BCA’s sole shareholder  and will be  able solely to exercise decisive 
influence over BCA’s strategic decisions.  TDR will therefore acquire sole control 
over BCA within the meaning of Article 3(1)(b) of the EU Merger Regulation.  
(6) Therefore, the Transaction constitutes a concentration pursuant to Article 3(1)( b) of 
the Merger Regulation.  
3. EU DIMENSION  
(7) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million.4 Each of them has an EU -wide turnover in excess of 
EUR 250 million, but they do not achieve more than two -thirds of their aggregate 
EU-wide turnover within one and the same Member State. The notified operation 
therefore has an EU dimension.  
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation .  
 
 
3 4. COMPETITIVE ASSESSMENT  
4.1. Introduction  
(8) The Transaction  concerns the used vehicles sector and, particularly, the wholesale 
supply of used vehicles ( downstream ) and the wholesale provision of used vehicles 
remarketing services ( upstream ).5 
(9) The used vehicle sector is made up of different players at different levels . The 
following diagram illustrates the channels through which us ed vehicles are disposed 
of.6  
 
(10) As the above diagram shows , used vehicles are purchased by wholesalers (i.e. 
vehicle purchasing companies , which specialise in purchasing used vehicles from 
private consumers for resale,  and dealers , which purchase both fro m private 
consumers and businesses ) from different sources including private consumers, 
leasing companies and corporate fleets. Wholesalers7 subsequently dispose of their 
                                                 
5  The Commission had previously characterised the used vehicle market as being upstream of the 
remarketing services market in COMP/M.6958 CD&R/We Buy Any Car , of 8 August 2013. However, the 
Commission agrees with the argument raised by the Notifying Party th at in this case it is more accurate to 
descr ibe vendors of used vehicles as* , and auction providers as providers of an input (i.e. remarketing 
services) to wholesale suppliers of used vehicles.  This reflects the fact that remarketing service providers 
typically do not acquire title to vehicles, which remain with the seller.   
6  Sales of used vehicles made between private users are neither part of the wholesale nor of the retail 
segments of the used vehicle sector, however accounting for the majority of the  total sales of used 
vehicles.  
7  Some wholesalers also act as retail dealers, as shown in the diagram, and sell directly to consumers.  
* Should read: “buyers of remarketing services”  

 
 
4 stock through either dealer –to–dealer sales or via auction, using the services offered 
by wholesale remarketing services providers (i.e. auction houses). Auction houses 
operate as an intermediary between sellers and purchasers of used vehicles, offering 
physical and online auction services to their customers , but do not acquire title  to the 
vehicles . The used vehicles sold through auctions are primarily sold to dealers 
operating at retail level who, in turn, sell them to the final purchaser (private 
customers ). 
(11) Both LeasePlan  and BCA operate at both the downstream  and upstream  levels,  
acting as used vehicle wholesalers and as providers of auction services.  
(12) LeasePlan  provides full fleet leasing and management services (to corporate 
customers) for passenger cars and light commercial vehicles. After leasing its 
vehicles to its customers,  LeasePlan (via its CarNext division) sells them through 
two primary disposal channels: (i) directly to consumers via its consumer targeted 
(i.e. B2C) remarketing platform and physical stores and (ii) to trade buyers via its 
online auction platform  (i.e. B 2B). 
(13)  While these platforms act primarily as a disposal channel for LeasePlan’s own used 
fleet vehicles, LeasePlan also remarkets [amount]  vehicles on behalf of third parties 
(approximately [proportion]  of its total B2B volumes across Europe in 2018). […]. 
(14) BCA  offers  only wholesale (i.e. B2B) auction services for used vehicles. These 
auctions are conducted at physical locations, online, or through “hybrid” auctions 
which allow remote online access to physical auctions. As an auction house, BCA 
provides whol esale used vehicle remarketing services to facilitate the sale of used 
vehicles by a diverse pool of vendors predominantly to trade buyers through its UK 
and International Vehicle Remarketing Divisions.  
(15) In addition, BCA owns We Buy Any Car, a UK business that purchases used cars 
predominantly  from individual consumers in the UK and disposes of them through 
BCA’s UK Vehicle Remarketing division. In continental Europe, it trades under the 
CarTrade2B brand w hich purchases vehicles (predominantly batches of vehicles 
from corporates) to provide auction inventory to BCA’s International Vehicle 
Remarketing division.  
4.2. Relevant product and geographic markets  
4.2.1. The provision of wholesale used vehicle remark eting services  
Commission precedents  
(16) The Commission considered the provision of wholesale used vehicle remarketing 
services on one  previous occasion .8  Although the Commission left the market 
definition open, it considered whether there was a separate product market for the 
provision of wholesale used vehicle remarketing services distinct from the market 
for the wholesale supply of used vehicles.  It also considered whether that market 
could be further segmented between physical and online auction servic es. The 
Commission has not previously considered whether wholesale used vehicle 
                                                 
8  COMP/M.6958 CD&R/We Buy Any Car , of 8 August 2013.  
 
 
5 remarketing services could belong to a broader market for B2B used vehicle 
remarketing. This potential broader market includes all used vehicle remarketing 
channels (i.e. inclu ding exchanges/auction houses; OEM platforms; dealerships and 
dealer -to-dealer platforms; and corporate platforms) . 
(17) In its previous decision the Commission considered that the geographic markets for 
the provision of wholesale used vehicle remarketing servi ces could be national in 
scope, at least regarding the UK. The Commission found that the nature of the used 
vehicles sold in the UK (i.e. vehicles with right -hand drive) meant they could not 
easily be sold outside of the UK. However, the Commission left th e precise 
delineation of the geographic market open.  
Notifying Party’s views  
(18) The Notifying Party submits that the market for the provision of wholesale  used 
vehicle remarketing services should be analysed by taking into account all used 
vehicle remarketin g channels (i.e. including exchanges/auction houses; OEM 
platforms; dealerships and dealer -to-dealer platforms; and corporate platforms). It 
also considers that no distinction should be made based on the nature (including 
physical or online -only) of the re marketing channel, or the type of vendors / buyers 
that the channel attracts  (including private consumers) . In any event, the Notifying 
Party has presented data on the basis of the provision of  wholesale  auction services, 
distinguishing between online and physical auctions (with hybrid auctions being 
counted as online auctions).  
(19) During the Commission’s market investigation, a majority of respondents considered 
that online and physical auction services for the sale of used vehicles can be 
considered substitutable.9 However , some respondents also explain that they do not 
consider online auctions to be perfectly substitutable with physical auctions, as the 
latter allow buyers better opportunities to examine the vehicle before bidding.  
Among sellers of c ars, a majority considered online and physical auctions as 
interchangeable.  
(20) As to the geographic scope of a market for the provision of wholesale used vehicle 
remarketing services, the Notifying Party submits that the wholesale used vehicle 
remarketing ser vices market is at least national in scope. As regards the UK, it 
considers that the market would not be wider than national, given that vehicles sold 
in the UK are right hand drive and not readily substitutable with vehicles in the rest 
of the EEA10. As re gards continental Europe, it considers that the geographic market 
for wholesale used vehicle remarketing services may be broader than national in 
some cases, as vehicles may be purchased and sold across borders.   
                                                 
9  See responses to the Commission’s questionnaire to competitors and the Commission’s questionnaire to  
buyers. 
10  Although in Ireland cars are also right -hand drive, the parties activities do not overlap in Ireland as BCA 
is not active there.  
 
 
6 Commission’s assessment  
Product market defi nition  
(21) The Commission considers that wholesale used vehicle remarketing services (i.e. 
physical and online auctions) are unlikely to belong to the same product market as 
other channels for remarketing used vehicles (i.e. OEM platforms; dealerships and 
dealer-to-dealer platforms; and corporate platforms ). The provision of auction 
services is distinct, in that it involves a third party intermediary providing a service 
to a seller of used vehicles without taking title to the vehicle. Other types of 
platforms m entioned by the Notifying Party are managed by the vendors of used cars 
themselves, and therefore do not involve the provision of services by a third party.  
(22) As regards the distinction between online and physical auctions, the Commission’s 
market investigat ion supported the Parties’ claim that there is supply -side 
substitutability between the two. A majority of auction service providers indicated 
that they considered online and physical auctions to be equivalent, and that any 
differentiation between the two was diminishing as more and more physical auctions 
were incorporating online features, such as the possibility for buyers to participate 
remotely.11 Among buyers of used cars however, a majority of respondents indicated 
that the two types of auctions could not meet their requirements in the same way : 
one buyer explained that physical auctions allow buyers to conduct a closer 
examination of vehicles before purchase, and another that online auctions allowed 
them to purchase cars from any location .12  
(23) However, the precise delineation of the relevant product market for the provision of 
wholesale used vehicle remarketing services can be left open, given that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market, regardless of the precise product market definition retained.  
Geographic market definition  
(24) The Commission's market investigation support ed the Parties' claim that the nature 
of the used vehicles sold in the UK (i.e. right -hand drive), serves as a geographic 
constrain t on the ability of used vehicle remarketing service providers to  sell these to 
customers outside the UK .  
(25) The Competition and Markets Authority has previously considered possible local 
markets within the UK for physical auctions. In this case , however, LeasePlan is not 
active in the provision of physical B2B auction services. Therefore, the Parties’ 
activities do not overlap in the supply of physical auction services, but  only in the 
supply of B2B online auction services and B2B combined physical and onlin e 
auction services . For this reason, local markets will only be considered in this 
Decision  where there are vertical links between BCA’s provision of physical 
auctions and LeasePlan’s supply of used vehicles .13 
                                                 
11  See responses to the Comm ission’s questionnaire to competitors.  
12  See responses to Question 9 of the Commission’s questionnaire to  buyers.  
13  For combined physical and online auctions, there is also no need to consider possible local markets, given 
the competitive pressures from national online auctions explained in the competitive assessment below. If 
 
 
 
7 (26) For continental Europe, respondents indicated that few buyers of used cars purchase 
in auctions organized outside their own country.14  
(27) In view of the above and for the purpose of this decision, the Commission considers 
that the UK constitutes a separate  geographic market. Therefore, as regards the EEA, 
the geographic market would not be broader than the EEA excluding the UK.  
(28) The competitive assessment below takes account of the plausible relevant product 
and geographic markets on which the Parties’ activities would  overlap  or in respect 
of which a vertical relationship would ar ise as a result of the Parties’  presence on the 
downstream market for the wholesale supply of used vehicles . These are  the 
potential relevant markets in the EEA (excluding the UK ), France, Ger many, the 
Netherlands, Portugal, Spain, Sweden, the UK *:  
(a) the p rovision of wholesale used vehicles remarketing ser vices through 
physical auctions;  
(b) the provision of wholesale used vehicles remarketing s ervices through online 
auctions;  
(c) the provision of wholesale used vehicles remarketing services, combining 
physical and online auctions ; and  
(d) B2B used vehicle remarketing (representing all channel options available to 
vendors).  
4.2.2. The wholesale supply of used vehicles  
Commission precedents  
(29) The Commission has previously found that the wholesale supply of used vehicles 
constitutes a sub -segment of the market for wholesale supply of vehicles.15 The 
Commission has further determined the wholesale supply of used vehicles to be a 
separate market to the  retail supply of used vehicles.  
(30) The Commission has previously left open whether the geographic market for these 
activities  is Europe -wide or national , but has concluded that the UK market would 
not be wider than national given that vehicles sold in the U K are right -hand drive 
and not readily substitutable with vehicles in the rest of the EEA.  
                                                                                                                                                      
online auctions (which are at least national in scope) compete on the same market as physical auctions, 
then the relevant geographic market would be at least national in scope.  
14  See responses to the Commission’s questionnaire to competitors and the Commission’s questionnaire to  
buyers. 
15  COMP/M.3352 VW / Hahn + Lang , of 16 February 2004; COMP/M.3388 Ford Motor Company Ltd / 
Polar Motor Group Ltd , of 30 April 2004; COMP/M.5347 Mapf re / Salvador Caetano  / JV's, of 20 April 
2009; COMP/M.6718 Toyota Tsusho Corporation / CFAO , of 13 November 2012. A similar distinction 
was previously considered in respect of trucks and buses, given the differentiated product characteristics 
as well as m arket participants: COMP/M.6763 VWFS / Pon Holdings B.V. / Pon Equipment Rental & 
Lease , of 27 March 2013.  
* Should read: “( and as regards (a), certain local markets) for  
 
 
8 Notifying Party’s view  
(31) The Notifying Party agrees with the Commission’s precedents that the wholesale 
supply of used vehicles constitutes  a separate market to the r etail supply of used 
vehicles . 
Commission’s assessment  
(32) The Commission’s market investigation has shown that few buyers of used cars 
purchase in auctions outside their own country. Respondents indicated that there are 
regulatory differences – in particular arising from taxation – across Member States 
that make the cross -border sale of used vehicles difficult.   
(33) However, the precise delineation of the relevant product and geographic markets for 
the supply of used vehicles can be left open, given that the Transaction does not  raise 
serious doubts as to its compatibility with the internal market, regardless of the 
precise market definition retained.  
(34) Accordingly, the competitive assessment below takes account of the plausible 
relevant product and geographic market s on which the Parties’ activities would 
overlap or in respect of which a vertical relationship would arise as a result of the 
Parties’ presence on the upstream  market for the provision of wholesale used vehicle 
remarketing services. These are the potentia l relevant market s for the wholesale 
supply of used vehicles in the EEA  and in certain Member States.  
4.3. Assessment  of horizontal and vertical relationships  
(35) The Transaction gives rise to horizontal overlaps in the markets for B2B used 
vehicle remarketin g, the provision of wholesale used vehicle remarketing services , 
and the possible sub -market for the provision of wholesale used vehicle remarketing 
services through online auctions.16 Moreover, the Transaction gives rise to  vertical 
relationships given the  Parties’ activities in the downstream wholesale supply of 
used vehicles  and the upstream provision of physical or online auction services for 
the wholesale supply of used vehicles  or in the upstream market for B2B used 
vehicle remarketing . These horizonta l overlaps and vertical relationships  will be 
analysed below.  
4.3.1. Horizontal overlap s in the provision of wholesale used vehicle remarketing services  
Market  shares  and competitive landscape  
(36) BCA and LeasePlan both operate B2B online auction platform s. However, unlike the 
BCA platforms, the LeasePlan platforms are focused on the disposal of LeasePlan’s 
own off -fleet vehicles. […]. Therefore, whereas BCA primarily provides a service to 
third party vendors looking to dispose of used vehicles, LeasePlan opera tes its 
auctions to dispose of its own vehicles and […].  
                                                 
16  The Transaction also leads to horizontal overlaps with regard to the market for th e wholesale supply of 
used vehicles in the EEA and in certain Member States. However, those horizontal overlaps do not lead to 
any horizontally affected markets under any plausible product or geographic market definition and will 
not be analysed further in  this decision.  
 
 
9 (37) On this basis, the Notifying Party provided market share data reflecting the  Parties’  
position on the market for wholesale used vehicle remarketing services (i.e. the 
provision of remarketing servic es to third party vehicle wholesalers looking to 
dispose of vehicles to trade buyers), distinguishing between physical auctions and 
online platforms. This excludes the sales made by Parties of vehicles which they 
themselves own (as no services are provided  to third parties).17 
(38) Based on this data, the Transaction leads to horizontally affected markets in the 
provision of wholesale used cars remarketing services (combined online and 
physical auctions or online only) in several Member States . In the plausible EEA -
wide ( excluding  the UK)  market for the provision of wholesale used vehicle 
remarketing services and the plausible EEA -wide ( excluding  the UK)  sub-market for 
the provision of wholesale used vehicle remarketing services through online 
auctions, the combi ned market shares would be at most  [20-30]% and [20-30]%, 
respectively . However, the increment would be insignificant and in any case below 
[0-5]%.18 In Spain, France, the UK, Sweden and Germany, the increment brought 
about by the Transaction is insignifica nt, i.e. below [0-5]%. Only in the Netherlands 
and Portugal, is the increment material, although in any event below [5-10]% (except 
in Portugal, in the potential sub -market limited to online auctions) . The market 
shares and increments are set out in Table 1: 
  
                                                 
17  The Notifying Party also submitted market shares for the plausible broader product markets for B2B used 
vehicle remarketing (representing all used vehicles available to trade buyers and all channel options 
available to vendors) . With regard to this plausible market,  an affected market only arises in the UK, 
where the Parties achieve a market share of [30-40]% with an increment of [0-5]% brought about by 
LeasePlan.  The analysis carried out in this section regarding horizontal overlaps  in the provision of 
wholesale used vehicle remarketing services applies mutatis mutandis  to horizontal overlaps in B2B used 
vehicle remarketing.  
18  The Notifying Party only provided data for the countries where the Parties are active in within the EEA. 
Therefore, these figures are likely to be overestimated.  
 
 
10 Table 1: Combined market shares in the horizontally affected market s for the 
provision of wholesale used vehicle remarketing services  in 2018  (in volume ) 
 Online auctions only  Combined online and physical 
auctions  
 Combined 
market share  Increment19 Combined 
market share  Increment  
Netherlands  [30-40]% [0-5]% [40-50]% [0-5]% 
Portugal  [30-40]% [10-20]% [40-50]% [5-10]% 
Spain  n/a20 n/a [20-30]% [0-5]%21 
France  [40-50]% [0-5]%22 [20-30]% [0-5]% 
The UK  n/a n/a [30-40]% [0-5]%23 
Sweden  [50-60]% [0-5]%24 [30-40]% [0-5]% 
Germany  n/a n/a [20-30]% [0-5]%25 
EEA 
(excluding the 
UK)  [20-30]% [0-5]% [20-30]% [0-5]% 
Source: Form CO.  
(39) In all the countries  where the Transaction leads to horizontally affected markets  
there exist a number of other companies providing  wholesale used vehicle 
remarketing services .26 
(a) In the Netherlands, CarsontheWeb/Adesa has market shares of [20-30]% 
(online auctions) and [10-20]% (combining both online and physical 
auctions), followed by Biddo  ([10-20]% and [5-10], respectively), Autorol a 
([10-20]% and [5-10]%, respectively) and AutoVeiling  ([10-20]% and [5-
10]%, respectively).  
(b) In Portugal,  Manheim  has market shares of [40-50]% (online auctions) and 
[20-30]% (combining both online and physical auctions), […]* and Leilocar  
([0-5]% combinin g both online and physical auctions).  
                                                 
19  In all cases the increment is brought about by LeasePlan.  
20  These markets are not affected.  
21  […].   
22  […].   
23  […].   
24  […].   
25  […].    
26  International players such as Manheim, Auto1, VP Auto, Autorola and Aston Barclay are active in 
different countries in the EEA.  
* Should read: “Autorola ([10 -20]% and [5 -10]%, respectively)”  
 
 
11 (c) In Spain, Auto 1 is the market leader with a market share of [30-40]% 
combining both online and physical auctions, followed by Manheim ( [20-
30]%), Leilocar ( [10-20]%) and Autorola ( [5-10]%). 
(d) In France, Auto 1 has a mar ket share of [30-40]% (online auctions) and [20-
30]% (combining both online and physical auctions ), followed by VP Auto 
([10-20]%  and [10-20]% , respectively), Alcopa ( [10-20]% combining both 
online and physical auctions) and TEA ( [0-5]% and [5-10]%, respectively).  
(e) In the UK,  Manheim has a market share of [20-30]% (combining both online 
and physical auctions), followed by Wilsons  ([5-10]%), Aston Barclay  ([5-
10]%) and Enterprise  ([0-5]%). 
(f) In Sweden , KVD Bil AB is the only provider of physical auction s ervices and 
is the market leader in the plausible market for the provision of both online 
and physical auctions  ([30-40]%). Aston Barclay has market shares of [10-
20]% (online auctions) and [10-20]% (combining both online and physical 
auctions), followed b y Netbil ([10-20]% and [5-10]% , respectively) and  
Autorola ( [5-10]% and [0-5]%, respectively) . 
(g) In Germany , Auto 1 has a market share of [40-50]% (combining both online 
and physical auctions), followed by Autobid  ([10-20]%), 
CarsontheWeb/Adesa  ([5-10]%) and Autorola  ([0-5]%). 
Notifying Party’s view  
Closeness of competition  
(40) The Notifying Party submits that the Parties are not close competitors given that 
CarNext is primarily a proprietary platform for the disposal of LeasePlan vehicles, 
while BCA focuse s on providing remarketing services to third party vendors.  
Entry  
(41) The Notifying Party submits that there are no significant barriers to entry or 
expansion in the wholesale  used vehicle remarketing market . More generally, it 
consider s it likely that: (i) smaller online platforms will expand and capture 
additional volumes; (ii) existing platforms which are currently closed to third party 
vendors (e.g. proprietary platforms) will commence remarketing third party vehicles 
in addition to s elf-supplied vehicles; and (iii) new players will enter the market by 
establishing online remarketing platforms.  
Switching and multi -sourcing  
(42) The Notifying Party submits that vendors and buyers can quickly and easily switch 
between alternative remarketing channels  since they are able to list on different 
platforms  simultaneously.   
 
 
12 Commission’s assessment  
Closeness of competition  
(43) None of the customers (vendors or buyers) who replied to the market investigation  
indicated that they used the wholesale used veh icles remarketing services of both 
Parties in 2018.27 Moreover, no respondent indicated that the Parties were each 
other ’s close competitor.28 On this basis, it appears that the Parties are not 
particularly close competitors.  
Entry  
(44) The market investigation s howed that, a lthough investment costs may be high, there 
are no other major barriers to entry  into the market for the provision of wholesale 
used vehicle remarketing services .29 Moreover, the market investigation indicated 
that several companies have entere d the market in all the countries concerned  in the 
last three years . In the Netherlands, Auto 1 (an international player active in several 
countries across the EU) entered the market in 2016.  In addition , some competitors 
that replied to the market investigation foresee some new entries in the short term.  In 
particular, competitors confirmed that they plan to enter the Portuguese market in the 
next years .30 
Switching and multi -sourcing  
(45) During the market investigation, the m ajority of vendors and buyer s indicated that it 
is not difficult to switch providers of wholesale used vehicles remarketing services.31 
(46) Moreover, the majority of vendors indicat ed that they multisource.32 Furthermore, 
the vast majority of the vendors that replied to the market investig ation stated that 
they would have sufficient alternative providers for their entire demand should the 
Parties stop providing them with wholesale used vehicles remarketing services or 
provide  them at significantly worse conditions post -Transaction .33 As confirmed 
during the market investigation , in all the countries concerned there are significant 
alternative providers of wholesale used vehicle remarketing services , as indicated in 
the list at paragraph (39)above . These are a mix of big international and strong local 
suppliers that would be likely  to continue to constrain the merged entity post -
Transaction.   
(47) In addition, the vast majority of vendors and buyers that replied to the market 
investigation indicated that the transaction would not be likely to have an impact on 
                                                 
27  See responses to question 1 5 of the Commission’s questionnaire to vendors and to question 16 of the 
Commission’s questionnaire to  buyers. 
28  See responses to question 1 6 of the Commission’s questionnaire to vendors and to question 1 7 of the 
Commission’s questionnaire to buyers.  
29  See responses to questions 20, 29, 38, 47 and  56 of the Commission’s quest ionnaire to competitors.   
30   See responses to questions 19, 28, 37, 46 and  55 of the Commission’s questionnaire to competitors.  
31  See responses to question 20 of the Commission’s questionnaire to vendors and to question 21 of the 
Commission’s questionnai re to buyers.  
32  See responses to question 1 8 of the Commis sion’s questionnaire to vendors.  
33  See responses to question 1 9 of the Commission’s questionnaire to vendors.  
 
 
13 their own businesses.34 During the market investigation, no market participants 
raised concerns with rega rd to the horizontal overlap in the provision of wholesale 
used vehicle remarketing services with the exception of one vendor. However, its 
concerns were unsubstantiated.35 The vast majority of vendors also submitted that 
they do not expect prices to increa se post -Transaction.36 
Conclusion  
(48) As regards Spain, France, the UK, Sweden and Germany, and in the EEA  (excluding 
the UK)  as a whole, despite the Parties’ in some cases high combined market shares, 
the Commission considers that, in light of the factors anal ysed above, and in 
particular  the insignificant increment brought about by the Transaction  and  the 
market investigation results, the Transaction would not give rise to anti -competitive 
horizontal effects.   
(49) As regards the Netherlands and Portugal , despite the Parties ’ relatively high 
combined market shares , in light of the factors analy sed above, and in particular the 
number of strong suppliers already active in the market, the recent and future 
entrants  and the market investigation results, the Commission considers that the 
Transaction would not give rise to anti -competitive horizontal effects.  
(50) Therefore, t he Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regard to potential 
horizontal effects in the  markets for the provision of wholesale used vehicle 
remarketing services and the possible sub -market for the provision of wholesale used 
vehicle remarketing services through online auctions in the EEA  (excluding the UK)  
as a whole , Spain, France, the UK, Sweden, Germany , the Netherlands and Portugal .  
4.3.2. Vertical relationship s – wholesale used vehicle remarketing services  (upstream) / 
wholesale supply of used vehicles  (downstream)  
Market shares  
(51) On the basis of the relevant product and geographic markets set out above, the 
Transaction would give rise to vertically affected markets given the Parties’ 
activities in the downstream  wholesale supply of used vehicles in Denmark,  France,  
Germany,  Italy, the Netherlands, Portugal, Spain,  Sweden, and the UK, and the 
upstream  provision of physical or online auction services for the wholesale supply of 
used vehicles in those countries.  
  
                                                 
34  See responses to question 2 5 of the Commission’s questionnaire to vendors and to question 2 6 of the 
Commission’s questionnaire to buyers.   
35  The claims of the  Portuguese  vendor were unsubstantiated since they were not related to online auctions. 
In Portugal, CarNext is not active in  the provision of physical auctions and there are other providers of 
online and hybrid auctions such as Manheim (with a market share of [20-30]% in the market for both 
online and physical auctions), Autorola ( [5-10]%) and Leilocar ( [0-5]%). 
36  See response s to question 24 of the Commission’s questionnaire to vendors.  
 
 
14 (52) According to the information submitted by the Notifying Party :37 
(a) in Denma rk, LeasePlan has a market share of [0-5]% on the market for the 
wholesale supply of used vehicles,  and BCA of [0-5]%, while BCA holds a 
share of [70-80]% on the market for the provision of physical auction 
services ; 
(b) In France, LeasePlan has a market share  of [0-5]% on the market for the 
wholesale supply of used vehicles,  on which BCA is not active,  while BCA 
holds a share of [40-50]% on the market for the provision of online auction 
services , and [30-40]% on the combined physical and online market  
(LeasePlan’s market share on either upstream market is below [0-5]%); 
(c) in Germany, LeasePlan has a market share of [0-5]% on the market for the 
wholesale supply of used vehicles,  and BCA of [0-5]%, while BCA holds a 
share of [50-60]% on the market for the p rovision of physical auction 
services  (where LeasePlan is not active) ; 
(d) in Italy, LeasePlan has a market share of [0-5]% on the market for the 
wholesale supply of used vehicles,  on which BCA is not active,  while BCA is 
the only known player  on the market fo r the provision of physical auction 
services;  
(e) in the Netherlands, LeasePlan has a market share of [0-5]% on the market for 
the wholesale supply of used vehicles,  on which BCA has a market share 
below [0-5]%, while BCA holds a share of [80-90]%  on the marke t for the 
provision of physical  auction services . On the online segment of the  market, 
the Parties’ combined share post transaction would be [30-40]%, and on a 
combined market including physical and online auctions, it would be [40-
50]%; 
(f) in Portugal, Lease Plan has a market share of [0-5]% on the market for the 
wholesale supply of used vehicles,  on which BCA has a market share below 
[0-5]%, while BCA holds a share of [40-50]% on the market for the provision 
of physical auction services. On the online segment  of the  market, the 
Parties’ combined share post transaction would be [30-40]%, and on a 
combined market including physical and online auctions, it would be [40-
50]%; 
(g) in Spain, LeasePlan has a market share of [0-5]% on the market for the 
wholesale supply o f used vehicles,  on which BCA is not active,  while BCA 
holds a share of [30-40]% on the market for the provision of physical auction 
services;  
(h) in Sweden, LeasePlan has a market share of [0-5]% on the market for the 
wholesale supply of used vehicles, and BCA of [0-5]%, while BCA holds a 
share of [50-60]% on the market for the provision of online auction services . 
On a combined market including both physical and online auctions, the 
Parties would have a combined market share post transaction of [30-40]%; 
                                                 
37  The figures provided below reflect the Parties’ market shares by volume in 2018. Share by value would 
not be materially different.  
 
 
15 (i) in the UK, LeasePlan has a market share of [0-5]% on the market for the 
wholesale supply of used vehicles,  and BCA of [5-10]%, while BCA holds a 
share of [40-50]% on the market for the provision of physical  auction 
services . On a combined market includin g both physical and online auctions, 
the Parties would have a combined market share post transaction of [30-
40]%;38 
(53) As mentioned in section 4.2.1, the UK’s Competition and Markets Authority has 
previously considered possible local markets for physical aucti ons (on which the 
Parties’ ac tivities do not overlap as LeasePlan does not organize physical auctions ). 
For the UK, the Notifying Party has identified catchment areas around BCA’s 
physical auction sites within which 80% of customers utilizing that site are  located. 
For other countries, the Notifying Party has estimated that the relevant catchment 
area around their physical auction sites would be approximately 150km.  
(54) The Notifying Party have used a fascia method – identifying all competing auction 
sites with in the radius, and assuming that all sites exercise the same amount of 
competitive pressure. Using this method, the Notifying Party assumed that BCA’s 
physical auction share is likely to exceed 30%  if there are no more than two 
competing sites within a cat chment area . For the UK, this assessment  is based on 
site-specific information collected for the purposes of the Competition and Markets 
Authority’s previous inquiry into the acquisition by BCA of SMA Vehicle 
Remarketing Limited  in 2016 . To the Notifying P arty’s best knowledge, the number 
of competing sites around each BCA site have not reduced since. For other European 
countries, the Notifying Party have assumed  that each BCA site competes locally 
with no more than the number of competitors  identified nationally.  The market 
shares in such local markets are assumed to be at least as high as BCA’s market 
shares at a national level.39  
(55) Based on this, the Notifying Party submits that they have  market shares above 30% 
in a number of local  markets  in Denmark, Germany, Italy, the Netherlands, Portu gal, 
Spain , and the UK.40  
(56) The Commission’s No n-Horizontal Merger Guidelines41 (the “Non -Horizontal 
Merger Guidelines”) explain that a merger between companies active in vertically 
related markets may signifi cantly impede effective competition when the merger 
might give rise to foreclosure.  A merger may result in foreclosure where actual or 
                                                 
38  The Notifying Party also submitted market shares for the plausible broader product markets for B2B used 
vehicle remarketing (representing all used vehicles available to trade buyers and all channel options 
available to vendors) . With regard to this plausible market, a vertically affected market only arises in t he 
UK, where the Partie s achieve a market share of [30-40]% with an increment of [0-5]% brought about by 
LeasePlan.  The analysis carried out in this section regarding vertical relationships in the provision of 
wholesale used vehicle remarketing services applies mutatis mutandis  to B2B used vehicle remarketing.  
39  I.e. [70-80]% in Denmark, [90-100]% in Italy, [50-60]% in Germany, [80-90]% in the Netherlands, [40-
50]% in Portugal, [30-40]% in Spain, and [40-50]% in the UK.  
40  These correspond to the catchment areas around the following sites: Vejle in Denmark; 
Berlin/Hoppegarten, Groß -Gerau, Hamburg/Ellerau, Heidenheim, a nd Neuss in Germany; BCA Lodi - 
Montanaso Lombardo in Italy; BCA Barneveld – Barneveld in the Netherlands; BCA Lisboa – Mem 
Martins, BCA Pombal – Pombal, and BCA Porto – Mindelo in Portugal; Alicante,  Azuqueca,  Bellvei,  and 
La Luisiana  in Spain; Edinburgh,  Glasgow, Kinross, and Newcastle in the United Kingdom.  
41  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C265/6 of 18.10.2008, p.6.  
 
 
16 potential rivals' access to supplies or markets is hampered or eliminated as a result of 
the merger, thereby reducing the se companies' ability and incentive to compete. 
Such foreclosure is regarded as anticompetitive where, as a result of the merger, the 
merging companies, and possibly also some of its competitors, are able to profitably 
increase the price charged to consume rs. 
(57) The Non -Horizontal Merger Guidelines distinguish between two forms of 
foreclosure: input foreclosure, where the merger is likely to raise costs of 
downstream rivals by restricting their access to an important input, and customer 
foreclosure, where the merger is likely to foreclose upstream rivals by restricting 
their access to a sufficient customer base.  
(58) When assessing the likelihood of such an anticompetitive foreclosure scenario, the 
Commission examines whether the merged entity would have the ability  post-merger 
to foreclose access, whether it would have the incentive to do so, and whether a 
foreclosure strategy would have a significant detrimental effect in the downstream 
market.  
No possible c ustomer  foreclosure  
Notifying Party’s view  
(59) The Notifying P arty submits that the Parties currently face – and will continue to 
face post -merger – competitive pressure from significant competitors at both levels 
of the used vehicle supply chain.  
(60) The Notifying Party submits that the volume of used vehicles for which  LeasePlan 
could require remarketing services (i.e. the volumes which could theoretically be 
foreclosed post transaction) represent only a de minimis proportion of the total used 
vehicles supplied on the wholesale market.  Furthermore, as LeasePlan is alrea dy 
vertically integrated, any hypothetical ability and incentive for it to foreclose rival 
remarketing service providers would already be in place in the absence of the 
Transaction, which would therefore only bring about a small increment to this 
hypotheti cal ability and incentive to foreclose.  
(61) The Notifying Party further submits that as TDR has only a minority interest in 
LeasePlan, the latter would have no incentive to favour BCA as part of a strategy to 
foreclose BCA’s rivals. LeasePlan and its investors  would not be willing to receive 
lower returns on vehicle disposals in the hope that this would allow BCA to achieve 
higher returns.  
Commission’s assessment  
(62) LeasePlan is a current or potential user of BCA’s wholesale used vehicle 
remarketing services, depe nding on the country. However, in most countries in 
which both are active, LeasePlan uses its own remarketing platform to dispose of its 
vehicles. In Germany, France, Portugal and the Netherlands, volumes disposed of 
via third -party remarketing channels amount to fewer than [amount]  vehicles per 
annum, representing less than [proportion]  of vehicles disposed of by LeasePlan in 
these countries. In Spain and Italy, [proportion]  of LeasePlan’s volumes are disposed 
of through its own remarketing platform. In Denmark, Sweden and the UK in 2018 
[proportion]  of LeasePlan’s volumes of used cars were disposed of via third party 
 
 
17 remarketing services. Of those volumes disposed of through  third party remarketing 
services in 2018 (which represent [0-5]%, [0-5]% and [0-5]% of the market, 
respectively), [proportion] were sold through BCA.  
(63) Two respondents to the Commission’s market investigation raised concerns that 
LeasePlan would exclusively  sell its volumes of used cars via BCA.42 These 
respondents suggested that over time, this would increase BCA’s market share and 
that given the existence of network effects on the markets for auction services , there 
is a risk of the market “tipping”. Both r espondents believed that by becoming 
LeasePlan’s exclusive partner, BCA’s operations would become more efficient 
allowing BCA to offer lower fees and to gain market share. This would allow BCA 
to achieve a dominant position, after which it would significan tly increase its prices.  
(64) However, as mentioned above, the volumes sold by LeasePlan account only for [0-
5]% of cars sold on the wholesale used vehicle market in Denmark , [0-5]% in 
France, [0-5]% in Germany, [0-5]% in Italy,  [0-5]% in the Netherlands, [0-5]% in 
Portugal, [0-5]% in Spain, [0-5]% in Sweden and [0-5]% in the UK. The merged 
entity would not have the ability to foreclose competitors’ access to the downstream 
market, given that the Parties only account for a very limited portion of the potential 
demand for vehicle remarketing services. There would also be several large 
alternative purchasers of remarketing services remaining on the market, such as 
Alphabet, and vehicle -leasing companies belonging to large Original Equipment 
Manufacturers such as Me rcedes -Benz, Volkswagen, PSA, and BMW.  
(65) Moreover, LeasePlan already sells [proportion]  of its used vehicles using either its 
own or BCA’s auctions services . As such , the Transaction  would […]. Therefore, the 
Transaction is  unlikely to have an impact in this  regard and, as a result, to deprive 
upstream competitors of significant customer volumes  compared to the pre -
Transaction situation . 
(66) In light of the above, the Transaction  is unlikely to confer upon the Parties the ability 
and the  incentive to engage in customer foreclosure given that LeasePlan is not an 
important customer of remarketing services providers . The Transaction  will 
therefore not deny rival providers of wholesale remarketing services access to a 
significant customer bas e or reduce their ability to compete in the foreseeable future.  
No possible i nput foreclosure  
Notifying Party’s  view  
(67) The Notifying Party submits that it would not have the ability to foreclose 
LeasePlan’s competitors on the downstream market for wholesale  used vehicles. 
They identify numerous alternative providers of wholesale used vehicle remarketing 
services:  
(a) In Denmark, PB Car Trading ( [10-20]%), and Sjællands Bilauktionaellan ( [5-
10]%) are alternative providers of physical auction services. On a combi ned 
physical and online market, Autoproff ( [40-50]% ) and Autorola ( [20-30]% ) 
would also be alternative providers;  
                                                 
42  See responses to the Comm ission’s questionnaire to competitors.  
 
 
18 (b) In France, Auto1 ( [20-30]%), Alcopa ( [20-30]%), VP Auto ( [10-20]%), and 
TEA ( [5-10]%) are alternative providers of wholesale used vehicle 
rema rketing services (physical and online combined). On the online segment 
of the market, alternative providers include Auto1 ( [30-40]%), VP Auto ( [10-
20]%) and TEA ( [0-5]%); 
(c) In Germany, Autobid ( [40-50]%) is the second largest provider of physical 
auction ser vices. On a combined physical and online market, Auto1 ( [40-
50]%) is the largest provider, and there are other alternative providers such as 
Autobid ( [10-20]%) and ADESA ( [5-10]% ); 
(d) In Italy, BCA is the only provider of physical auction services of which th e 
Parties were aware. On a combined physical and online market however, 
Auto1 ( [40-50]%) is the largest provider, and there are other alternative 
providers such as ADESA ( [10-20]%), Autorola ( [5-10]%) and Manheim ( [5-
10]% ); 
(e) In the Netherlands, ADESA ( [10-20]%), Biddo ( [10-20]%) AutoVeiling ( [10-
20]%), Autorola ( [10-20]%) and BVA Auctions ( [5-10]%) are alternative 
providers of wholesale used vehicle remarketing services (physical and 
online combined). On the physical segment, other providers have [20-30]% 
of the market. On the online segment alternative providers include ADESA 
([20-30]%), Biddo ( [10-20]%) Autorola ( [10-20]%) and Auto Veiling ( [10-
20]%); 
(f) In Portugal, Manheim ( [20-30]%), Autorola ( [5-10]%) and Leilocar ( [0-5]%) 
are alternative providers of wholesale used vehicle remarketing services 
(physical and online combined). On the online segment of the market, 
Manheim ( [40-50]%) is the biggest provider. On the physical segment of the 
market, Manheim ( [10-20]%) and Leilocar ( [5-10]%) are alternative 
providers, and the Notifying Party estimates that other providers account for 
[30-40]% of the market;  
(g) In Spain, Auto1 ( [30-40]%), Manheim ( [20-30]%), Leilocar ( [10-20]%) and 
Autorola ( [5-10]%) are alternative providers of wholesale used vehicle 
remarketing s ervices (physical and online combined). On the physical 
segment of the market, alternative providers include Manheim ( [30-40]%) 
and Leilocar ( [20-30]%); 
(h) In Sweden KVD Bil AB ( [30-40]%), Aston Barclay ( [10-20]%), Netbil ( [5-
10]%), Autorola ( [5-10]%) and Trading Solutions AB ( [5-10]%) are 
alternative providers of wholesale used vehicle remarketing services 
(physical and online combined). On the online segment, alternative providers 
include Aston Barclay ( [20-30]%), Netbil ( [10-20]%), Autorola ( [5-10]%) 
and Trading Solutions AB ( [5-10]%); 
(i) In the UK, Manheim Auctions ( [20-30]%), Wilsons Auctions ( [5-10]%), 
Aston Barclay ( [5-10]%), Enterprise ( [0-5]%) and Epyx 1link ( [0-5]%) are 
alternative providers of wholesale used vehicle remarketing services 
(physical and  online combined). In the physical segment, alternative 
providers include Manheim ( [20-30]%), Wilsons ( [5-10]% ) and Aston 
Barclay ( (5-10]%). 
 
 
19 (68) The Notifying Party submits that third party remarketing services are not an essential 
input, as companies can disp ose of their vehicles directly to purchase rs without using 
third -party remarketing services. Many vehicle -leasing companies, including 
LeasePlan, currently dispose of used vehicles via their own proprietary platforms. A 
fortiori , parties can choose to disp ose of their vehicles via online auctions if they are 
denied access to physical auction services. BCA could not reasonably foreclose 
LeasePlan’s competitors from access to an essential input as those companies have 
numerous alternative vehicle disposal opt ions (in addition to BCA's existing 
competitors).  
(69) The Notifying Party also submits that it would have no incentive to foreclose 
LeasePlan’s competitors.  
(70) First, it  argues that its customer base is highly fragmented  and that  its business 
model is built on attracting growing volumes of used vehicle trades . This is because 
auctions have important network effects as  purchasers are attracted to auctions with 
the largest volumes of traded vehicles, and sellers are attracted to auc tions having 
more potential bidders.  For sellers, the participation of the highest number of 
potential bidders increases the likelihood that the reserve price set for the vehicle 
will be met. BCA’s business model is thereby reliant on attracting increasing  
volumes of used vehicles in order to generate more revenue and reduce overall costs. 
As such, BCA would have no incentive to refuse to accept used car volumes in an 
effort to potentially harm LeasePlan’s competitors.  
(71) Second, the Notifying Party submits th at if BCA ceased supplying remarketing 
services to LeasePlan’s rivals, increased its prices or reduced its service levels, it 
would immediately lose a significant portion of its turnover. This loss in turnover 
would not be offset to any material extent by the increased volumes being directed to 
BCA from LeasePlan.  This reflects that such a foreclosure strategy would not have a 
material impact on LeasePlan’s vehicle volumes given this is driven by the size of its 
fleet leasing business (and not the demand fo r wholesale used vehicles). This is 
particularly so as LeasePlan’s fleet leasing competitors would continue to have 
access to alternative remarketing options and thus their business is unlikely to be 
materially impacted. Such a strategy would thus lead to a direct loss of business for 
BCA with no likelihood of recoupment through greater fleet leasing (or even used 
vehicle sales) volumes from LeasePlan.  
(72) Finally, as TDR has only a minority equity interest in LeasePlan, any potential 
incentive for BCA to forec lose LeasePlan’s rivals would be further reduced by the 
fact that TDR would not recoup via LeasePlan the full value of any lost revenue 
subsequently captured by LeasePlan but rather only a partial return.  
(73) BCA would have no incentive to refuse to provide it s services to other sellers of 
used cars. Were it to do so, it would lose a significant portion of its turnover, which 
would not be offset by the increased volumes which LeasePlan would direct to it.  
Commission’s assessment  
(74) As explained in section 4.3.1  above, the Parties have high or relatively high 
combined market shares in some of the upstream markets for wholesale used vehicle 
remarketing services. However, t he Commission considers that the merged entity 
will not have the ability and the incentive to fo reclose downstream competitors in 
 
 
20 the wholesale supply of used vehicles, and any such strategy would not have an 
effect on the markets , for the following reasons.  
(75) First, the investigation did not show that remarketing services were an important 
input for the sale of used vehicles. They are not a significant cost factor, as 
remarketing fees do not amount to a substantial  proportion of the cost of a used 
vehicle. Nor are auction services a critical component in the sale of used cars,  as 
vehicles can be sold directly to trade buyers without the need for an intermediary 
(LeasePlan for instance currently sells most of its used car volumes directly) . 
Finally, a uction services do not represent a significant source of product 
differentiation for used vehicles.  Any  attempt at foreclosure would result in a loss of  
the majority of its  business for the merged entity were it to pursue this strategy, and 
would not offer its downstream operation any material benefit.  
(76) Second , as the Notifying Party has explained, there are  numerous alternative 
remarketing providers who offer wholesale used vehicle remarketing services . These 
include Adesa, Manheim, Autorola, Auto1 and VP AutoVP, who all have significant 
market shares in multiple countries.  
(77) Even if the merged entity  had the ability to engage in input foreclosure, it would 
have no  incentive to do so . As explained in paragraph  (52) the volumes of used 
vehicles remarketed by LeasePlan amount to a very small proportion of the overall 
market for the wholesale  supply  of used vehicles, on which auction providers 
compete to offer their services , with market shares below [5-10]% in all the markets 
concerned . As BCA’s business model is based o n attracting large volumes of 
vehicles to its auctions, it would have no incentive to deny auction services to 
LeasePlan’s competitors. The volumes which BCA could resell on behalf of 
LeasePlan would not be sufficient to compensate for the volumes lost by refusing to 
offer remarketing services to other potential customers.  
(78) Finally , the Commission observes that pre-Transaction , BCA possesses  a [5-10]% 
market share in the downstream market for the wholesale supply of used vehicles  in 
the UK, and a [40-50]% ma rket share in the upstream market for the provision of 
wholesale physical auction services (on a national basis). However, the 
Commission’s market investigation did not reveal that BCA had sought to carry out 
an input foreclosure strategy in that country. This indicates that post -Transaction, the 
merged entity’s market shares in the downstream markets (which would be [10-20]% 
in the UK and below [0-5]% elsewhere) would be too low to create incentives for the 
merged entity to engage in input foreclosure.    
(79) In Italy the absence of alternative providers of physical auctions could possibly give 
BCA the ability to foreclose.43 As noted at paragraph (54) above there  also exist  
local markets for wholesale physical auction s on which the merged entity would 
have high market shares. On such markets however, even if the merged entity had 
the ability to engage in input foreclosure, it would have  no incentive to do so . This is 
for the following reasons:  
                                                 
43  BCA also has high market shares in other countries, i.e. [70-80]% in Denmark, [50-60]% in Germany, 
[80-90]% in the Netherlands, [40-50]% in Portugal, [30-40]% in Spain, and [40-50]% in the UK.  
 
 
21 (80) BCA’s  loss in revenue from the provision of remarketing services would not be 
compensated by increased volumes from downstream operations. This reflects the 
fact that such a foreclosure strategy would not have a material  impact on LeasePlan’s  
(relatively limited)  vehicle volumes given that this is driven by the size of its fleet 
leasing business (and not the demand for wholesale used vehicles).  
(81) Therefore , the volumes which BCA could resell on behalf of LeasePlan would no t be 
sufficient to compensate for the volumes lost by refusing to offer remarketing 
services to other potential customers. BCA’s customer base is highly fragmented and 
a foreclosure of LeasePlan’s competitors would result in a direct loss of the majority 
of BCA’s turnover.44 Generally, auction markets present significant network effects, 
and it is in the interest of auction providers to attract the highest number of vendors 
and buyers.   
(82) In light of the above, the Transaction  is unlikely to confer upon the Pa rties the ability 
and the  incentive to engage in input foreclosure.  The Transaction  will therefore not 
deny rival wholesalers of used cars access to auction services or reduce their ability 
to compete in the foreseeable future.  
Conclusion  
(83) Therefore, the  Commission considers that the Transaction does not raise serious 
doubts as to its compatibility with the internal market with regard to potential 
vertical effects in the markets for wholesale used vehicle remarketing services  via 
physical auctions,  wholes ale used vehicle remarketing services via online  auctions  
and wholesale used vehicle remarketing services via combined online and physical 
auctions  upstream  and the wholesale supply of used vehicles  downstream  in 
Denmark, France, Germany, Italy, the Nether lands, Portugal, Spain, Sweden, and the 
UK, both at national and (for physical auctions) local level . 
5. CONCLUSION  
(84) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
                                                 
44  This was the basis on which the Commission concluded that a previous concentration involving BCA did 
not raise vertical foreclosure concerns, in COMP/M.6958 CD&R/We Buy Any Car , of 8 August 2013, 
para. 35.