CELEX: 32015M7563
Language: en
Date: 2015-06-22 00:00:00
Title: Commission Decision of 22/06/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7563 - COMMSCOPE / TE BNS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 22.6.2015
C(2015) 4358 final

                                        [pic]

|                                                                       |To the Notifying Party:                                                |

Dear Sir/Madam,

Subject:    Case M.7563 - COMMSCOPE/ TE BNS
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1] and Article 57 of the Agreement  on  the  European  Economic
Area[2]

  1) On 13 May 2015, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC)
     No                                                                                                                                  139/2004
           by which CommScope, Inc. ("CommScope" or the "Notifying Party"), part of the Carlyle Group ("Carlyle"), acquires within the meaning of
     Article 3(1)(b) of the Merger Regulation sole control over the Broadband Network Solutions ("BNS") business unit of TE Connectivity Ltd ("TE
     BNS", Switzerland) by way of purchase of shares[3] and assets.[4] CommScope and TE BNS are collectively referred to as "the Parties".

       THE PARTIES

  2) CommScope is a global network infrastructure and connectivity provider offering broadband, enterprise, and wireless solutions. CommScope  is
     controlled by Carlyle,[5] a global alternative asset  manager,  which  manages  funds  and  invests  globally  across  different  investment
     disciplines. It operates its business across three sectors. In the broadband sector, CommScope provides cable  and  communications  products
     that support the multichannel video, voice and high-speed data services provided by Multiple-system operators  ("MSO").  In  the  enterprise
     sector, it provides connectivity solutions for data centres and commercial buildings. In the wireless sector, CommScope provides merchant RF
     ("Radio Frequencies") wireless network connectivity solutions and small cell Distributed Antenna System ("DAS") solutions.

  3) TE Connectivity Ltd is a technology company that designs and manufactures connectivity and sensors solutions for a variety of  applications,
     including transportation, industrial, telecommunications and data communications and consumer devices and appliances. TE BNS  comprises  the
     Telecom, Enterprise and Wireless businesses of TE Connectivity Ltd. TE BNS consists of assets and over 40 subsidiaries, including  companies
     active in the EEA, such as Tyco Electronics Denmark A/S and ADC Europe N.V., and companies active outside the EEA, such as  TE  Connectivity
     Networks, Inc. which is active in the United States. TE BNS designs,  manufactures,  sells,  installs  and  distributes  fibre,  copper  and
     wireless infrastructure components, cabling and systems for telecommunications and enterprise customers.

       THE OPERATION

  4) The proposed transaction involves the acquisition of sole control over TE BNS by CommScope. Under the terms of the Stock and Asset  Purchase
     Agreement concluded on 27 January 2015, CommScope will purchase assets and  equity  interests  related  to  the  BNS  business  unit  of  TE
     Connectivity Ltd. The proposed transaction will broaden the product offering of CommScope and enable the creation of more  efficient  entity
     offering a broader set of complementary solutions for communications services and with a more balanced revenue base.

  5) The proposed concentration constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

       EU DIMENSION

  6) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million[6] (Carlyle:  EUR  […]  million,  TE
     BNS: EUR […] million). Each of them has an EU-wide turnover in excess of EUR 250  million  (Carlyle:  EUR  […]  million,  TE  BNS:  EUR  […]
     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.

       RELEVANT MARKETS

  7) The proposed transaction gives rise to horizontal overlaps between the Parties' activities in a number of relevant markets. CommScope and TE
     BNS are both active in the manufacture and supply of telecommunications  equipment  to  enterprises  and  telecoms  carriers.  The  Parties'
     activities overlap in:

   (i)     the manufacture and supply of (wireline) passive equipment (cable and hardware) and accessories for carrier networks;
   (ii)          the manufacture and supply of passive equipment (cable and hardware) for enterprise networks; and
   (iii)    the manufacture and supply of telecommunications equipment for wireless coverage and capacity solutions.

1 The manufacture and supply of (wireline) passive equipment (cable and hardware) for carrier networks

  8) This market relates to the manufacture and supply of equipment and cables for wireline  networks  (i.e.,  fixed  networks),  such  as  fixed
     telecoms, video and data communications operators. The market includes: (i)  copper,  coaxial  and  fibre  optic  cables  which  enable  the
     transmission of the data; (ii) connectivity hardware, used to connect the different elements of a wireline  carrier  network  together;  and
     (iii) closures, used to protect cables that have been joined together. These products form the components of a fixed telecoms network.

1 Product market definition

  9) In previous decisions,[7] the Commission distinguished between active and passive components of a network solution. Passive  equipment  does
     not have any active electronic components: it does not alter the data transmission in any way; it simply supports the network.  The  present
     transaction concerns only passive equipment.

 10) In order to transport data, carriers need access to a physical transmission network, which consists  of  a  series  of  equipment  connected
     together to enable telecommunication between users of the network.  The equipment necessary to construct the network can be divided into two
     basic elements: cables (e.g., horizontal cabling) and equipment (e.g., work-area components).

     The Notifying Party's views

 11) Three different types of cables may be used for carrier networks: copper,  coax  and  fibre  cables.  Those  cables  transmit  data  through
     electronic signal and may differ in terms of security,  distance  and  protection  from  electrical  interference.  In  line  with  previous
     Commission’s findings,[8] the Notifying Party submitted that the coaxial cables segment can be potentially subdivided into sub-segments  for
     50Ω[9] and 75Ω coaxial cables.

 12) The Notifying Party submitted that equipment for carrier networks may be segmented based on the type of cables for which they are used.

 13) Hardware for coax carrier network encompasses a number of accessories that can be combined with coax  cables  (e.g.,  connectors,  closures,
     adapters).

 14) Within the copper connectivity equipment, the Notifying Party claimed that four types of hardware can be distinguished:[10]  (i)  magazines,
     protection and accessories; (ii) terminals; (iii) digital signals  cross  connectors  (DSX);  and  (iv)  discrete  and  modular  connectors.
     According to the Parties, within copper closures, three types of closures can be distinguished: (i) copper closures; (ii)  passive  cabinets
     and enclosures; and (iii) active cabinets and enclosures.

 15) Fibre hardware may be segmented between fibre connectivity equipment and outside plant  fibre  closures.[11]  Fibre  connectivity  equipment
     consists of two further sub-categories: (i) central office and other fibre management hardware; (ii) and other speciality products.

 16) The Notifying Party argued that competition takes place in the market for the  manufacture  and  supply  of  passive  equipment  (cable  and
     hardware) for carrier networks and no segmentation should be made between the different types of cables and  hardware.  Those  products  are
     manufactured by the same large group of competitors, are offered as overall solutions to customers and serve the same customers for  similar
     applications. As a result, the Notifying Party argued that copper and fibre cabling and hardware  are  largely  substitutable  from  both  a
     supply-side and customer-side perspective.

     The Commission's assessment

 17) In previous Commission decisions[12] the Commission considered potential segmentations of the relevant product market for the  provision  of
     equipment for carrier networks but ultimately left the exact product market definition open.

 18) The Commission notes that no affected markets would arise with regard to passive equipment for carrier networks under any  possible  product
     market definition.

 19) For the purpose of the present decision, the exact product market definition can be left open as the proposed transaction  would  not  raise
     competition concerns under any possible product market definition, as set out in paragraph (91).

2 Geographic market definition

     The Notifying Party's views

 20) The Notifying Party submitted that the geographic scope of each of the product  markets  described  above  is  at  least  EEA-wide,  if  not
     worldwide, in light of the fact, inter alia, that (i) the main companies active in these sectors operate on a global  scale,  (ii)  products
     are standardised at an EEA-level, (iii) customers source at a EEA-level, (iv) there are significant imports from outside the EEA.

     The Commission's assessment

 21) In previous Commission decisions[13] the Commission considered whether the geographic scope  of  the  product  markets  described  above  is
     worldwide or at least EEA-wide, or in the case of 75Ω coaxial cables possibly national, due to customer  specified  technical  requirements.
     However, the Commission ultimately left the exact market definition open.

 22) The Commission notes that no affected markets would arise with regard to passive equipment for carrier networks and  any  possible  narrower
     markets under any possible geographic market definition.

 23) For the purpose of the present decision, the exact geographic market definition can be left open as the proposed transaction would not raise
     competition concerns under any possible geographic market definition, as set out in paragraph (91).

2 The manufacture and supply of passive equipment (cable and hardware) for enterprise networks

 24) Enterprise networks comprise building or site telecommunications cabling  infrastructure.  They  are  used  in  office  buildings  (such  as
     airports, banks or other offices). These consist of backbone, which are cables connecting  the  entrance  facilities,  equipment  rooms  and
     telecommunications rooms and horizontal cabling which connect the telecoms rooms to individual  outlets  or  work  areas  in  the  building.
      Within enterprise networking, two product segments may be distinguished: cable (e.g., horizontal cabling)  and  hardware  (e.g.,  work-area
     components).

 25) There are differences between carrier and enterprise cabling and equipment because the carrier sector has  higher  performance  requirements
     and also needs the network to work in an outdoor environment.

1 Product market definition

     Background

 26) Enterprise networks comprise building or site telecommunications cabling infrastructure and associated hardware. In previous  decisions,[14]
     the Commission distinguished between active and passive components of a network  solution.  Passive  equipment  does  not  have  any  active
     electronic components: it does not alter the data transmission in any way; it simply supports the network. The present transaction  concerns
     only passive equipment.

 27) The passive equipment is composed of cable and hardware used in two types of enterprise networks, local area networks ("LANs")[15] and  data
     centres ("DCs").[16] The market for the manufacture and supply of passive components for enterprise networks can  be  further  segmented  in
     copper-based and optical fibre-based networks.

     Copper passive equipment (cable and hardware)

 28) Copper is the traditional medium for enterprise cabling.  Within copper enterprise networking, two product segments  may  be  distinguished:
     cable (e.g., horizontal cabling) and hardware (e.g., work-area components).

 29) Copper cables that are used for telephone and network cabling are composed of thin-diameter wires that are  twisted  around  each  other  to
     minimise interference from other twisted pairs in the cable.  Two types of copper cables are used in the EEA in structured  cabling,  namely
     shielded twisted pairs ("STP") and unshielded twisted pair (UTP). STP cables are intended to reduce  electromagnetic  interference  and  are
     protected by a metallic foil with a grounding wire and wrapping.  They are generally designed to be connected with  shielded  connectors  to
     ensure end-to-end shield continuity.  There are two types of shielded cable, namely shielded twisted pair ("STP") and  foiled  twisted  pair
     ("FTP") cable.  In STP cables a foil is wrapped around the four twisted  pairs.   UTP  cables  suffer  from  greater  interference  and  are
     generally connected to unshielded components. In certain EEA countries, in particular Germany, Austria and to some extent France, businesses
     show a clear preference for STP cable and hardware.  On the other hand, in other countries, such as the UK, UTP cable and hardware are  more
     prevalent.  The reason for this difference in national preference is historic.[17]

 30) Similarly, in relation to hardware shielded copper hardware is different from unshielded due to grounded terminations of metallic shielding.
     Hardware for shielded copper cable is usually more expensive because of performance (amount of signal loss).  The shielded material is heavy
     duty to assure solid connections to both the drain wire and also the shielding connection of the receptacle body.

 31) In the EEA, six performance categories of cable are used in copper structured cabling: 5, 5E, 6, 6A, 7, 7A. Higher  performance  cables  are
     being developed frequently to anticipate customers' needs for greater bandwidth.  The first category introduced was Category 1, which is  no
     longer used today.  The most recent is Category 7A. Categories from 5 to 6A are available under both type of cable STP and  UTP  while  only
     STP cable are used for category 7.

 32) The copper enterprise networks hardware includes outlets, cross connects ("patch panels") and patch cords. These components enable customers
     to manage and optimise their copper network. Outlets are the hardware into which voice and data terminal equipment is  connected.  They  are
     typically wall-mounted and the back of the outlets connects to horizontal cabling which terminates at the  floor's  patch  panel.   A  patch
     panel is the hardware that allows telecommunication circuits to be arranged in an efficient manner. Patch panels connect  network  computers
     to each other and to outside lines.  A patch panel uses a cable called patch cord which is used  to  connect  ("patch  in")  one  device  to
     another.

 33) Different hardware components are used depending on the type of cable to which they are connected. STP cables are generally designed  to  be
     connected with shielded hardware,  typically  metal-based,  to  ensure  end-to-end  shield  continuity.   UTP  cables  suffer  from  greater
     interference and are generally connected to unshielded components, which are typically plastic-based.

     Fibre passive equipment (cable and hardware)

 34) Fibre optic networks are gradually replacing the traditional  copper  enterprise  network  due  to  higher  security  and  quality  of  data
     transferred. As with copper enterprise networks, the equipment necessary to construct the fibre optic structure  can  be  divided  into  two
     basic elements: cable (e.g., horizontal cabling) and hardware (e.g., work-area components).

 35) In the EEA, two types of cable are used for fibre optic structured cabling: single mode and multi-mode.  Single-mode  fibre  cable  is  less
     affected by modal dispersion than multi-mode fibre cable and ensures less distortion of the data  being  transferred.  Although  single-mode
     cables provide higher quality of the data transferred, they only carry one mode, and therefore have lower capacity.

 36) On the other hand, multi-mode fibre cables can carry more than one mode and have higher capacity. For these reasons multi-mode  fibre  cable
     is mostly used for communications over shorter distances, such as within a building.

 37) Fibre optic hardware includes outlets, patch panels and work area cords, as well as connectors. These components enable customers to  manage
     and optimise their network. The hardware used in conjunction with single mode fibre cable is more expensive  than  hardware  for  multi-mode
     fibre optic cable, but the single mode fibre cable itself is usually cheaper in bulk.

     Automated Infrastructure Management

 38) In addition to the above copper and fibre cables and hardware, manufacturers of  passive  equipment  (cable  and  hardware)  for  enterprise
     networks also offer automated infrastructure management ("AIM") solutions. AIM is a system of hardware and software that provides visibility
     / control over network connectivity to facilitate the management  of  cabling  infrastructure  (fibre  or  copper)  of  data  centres.   The
     information provided by the AIM reduces the time to establish connections and implement changes to the physical infrastructure, resulting in
     high efficiency/productivity gains within the IT and facility management departments.

     The Notifying Party's views

 39) The Notifying Party distinguished between active and passive components of an enterprise network solution.

 40) In relation to a distinction between LANs and DCs, the Notifying Party argued that a distinction between the two types  of  networks  should
     not be made since the passive components and cables are used in both types of enterprise networks  and,  when  CommScope  and  TE  BNS  sell
     enterprise equipment, they generally do not know whether that equipment is destined for LAN or  DC  usage.  In  relation  to  a  distinction
     between copper and fibre cables and hardware, the Notifying Party considers that copper and fibre cabling and hardware products are all part
     of the same enterprise solution market and should not be further segmented.

 41) In particular, the Notifying Party argued that the relevant product market should not be further segmented into copper cables  of  different
     performance categories (5, 5E, 6, 6A, 7, 7A) or  shielding  types  (shielded,  unshielded)  and  the  corresponding  (shielded,  unshielded)
     hardware. Similarly, in relation to fibre networks, the Notifying Party argued that the  relevant  product  market  should  not  be  further
     segmented into single-mode and multi-mode fibre cables.

 42) The Notifying Party argued that both copper and fibre cabling and hardware products are manufactured by the same large group of  competitors
     and serve the same customers for the same applications.  The Notifying Party submitted that customers in the enterprise  segment  request  a
     complete solution to equip their facilities, regardless of the type of cable and hardware they choose.  As a  result,  the  Notifying  Party
     argued that copper and fibre cabling and hardware are largely substitutable from both a supply-side and customer-side perspective.

     The results of the market investigation and the Commission's assessment

 43) In previous Commission decisions the Commission distinguished between active and passive components of an enterprise  network  solution  but
     ultimately left the precise market definition open.[18]

 44) The market investigation tested whether the segmentation proposed by the Notifying Party was appropriate or whether alternative  broader  or
     narrower product market definitions should be considered.

 45) In relation to a distinction between active and passive  enterprise  networks,  as  discussed  in  paragraph  (40)  the  large  majority  of
     respondents to the Commission's market investigation responded that a distinction should be made between active and passive component  of  a
     network.[19]  According to the respondents to the market investigation, the most basic functions of  active  and  passive  components  of  a
     network are fundamentally different. Both components are mostly complementary and not substitutable. Active and passive  components  require
     very different development and manufacturing capabilities. Also the channels to the market are different.   Typically,  active  and  passive
     components are purchased on separate purchase agreements and from separate suppliers for the enterprise networks.

 46) On the other hand, the majority of competitors and customers agreed with the Notifying Party's claims that a distinction between the DC  and
     LAN networks should not be made.[20] A number of customers responded that when business is done through distribution, end customers are  not
     identified.  Some entities purchasing for both data centre and enterprise applications may purchase equipment for both applications  at  one
     time. Similarly, a number of competitors argued that partly the same copper and fibre cables and hardware can be used both in LAN and in DC.
      It is not possible for the manufacturer of such products to know the final application, when selling through distributors.  However, a  few
     competitors argued that lately, DCs have increased in complexity and that the physical infrastructure and network designs have  become  more
     specialised and purpose-built for the application.

 47) In relation to a distinction between copper and fibre cables and hardware, contrary to Notifying Party's view, the majority  of  competitors
     responding to the Commission's investigation considered that, even if copper and fibre network fulfil a similar customer need, a distinction
     should be made between the two.  This is due to the different technical specifications,  manufacturing  process  and  intended  use  in  the
     enterprise network. Fibre is used in the backbone (for longer length connections, such as longer than 100 meters in  LAN  as  well  as  high
     bandwidth network core connections and connections to storage area networks) while copper is used in the horizontal part (i.e., for networks
     out to the desk, to wireless access points, as well as in connections to servers in DCs). The economics  of  manufacturing  are  also  quite
     different.  The core element of a copper cable is a metal that is available to anyone at a London Metal  Exchange  ("LME")  price.   On  the
     other hand, having access to the optical fibre technology means to own the technology or to be licenced by one  competitor  or  to  buy  the
     optical fibre from one competitor.  Finally, the manufacturing equipment needed to make copper cable is significantly different from the one
     needed in copper.[21]  Customers, on the other hand, are divided on this point.[22] Half of the respondent customers argued that copper  and
     fibre are very different technologies with different parameters, design and installation  guidelines.  The  other  half  of  the  respondent
     customers argued that they are different but interchangeable mediums and that most networks include both copper and fibre components.

 48) In relation to a distinction between shielded and unshielded cable and hardware, within the potential market for copper  passive  cable  and
     hardware the market investigation yielded mixed results.  A number of market respondents did not consider that a further segmentation of the
     market is needed and in particular responded that a distinction should not be made between STP and UTP products cable and hardware.[23] Both
     are distinguished only by service application and specific installation but  both  serve  the  same  market  space.   For  the  majority  of
     applications, the use of unshielded and shielded cable is interchangeable.  They have comparable performance and can substitute  each  other
     if interferences are solved by different methods than shielding. Some market respondents argued that for the vast majority of  applications,
     unshielded and shielded cable and hardware are interchangeable.[24] On the other hand, other market respondents considered  that  there  are
     differences in product quality and price between STP and UTP, with shielded products providing greater protection against  interference  and
     better performance.[25]

 49) The market investigation also revealed that preference for a shielded cable is driven by local country market preference where in particular
     countries as Germany, Switzerland and Austria the majority of customers would prefer to have shielded passive equipment in  their  networks.
     Technical decisions on the use of shielding are normally dependent on the typical installations in the  territory  or  national  custom  and
     practice.[26]

 50) In relation to the segmentation of cables by different categories (for example Cat 5, Cat 6 etc.), the market investigation respondents were
     split.  The majority of competitor respondents argue that different categories of copper cables are not substitutable.  On the  other  hand,
     the majority of customers consider that they are substitutable.  Both competitors and customers noted that only a one  way  substitution  is
     technically possible.[27]  The category system for cable is hierarchical.  Therefore, a cable of category 5 is not  substitute  for  one  of
     category 6A.  However, a 6A cable is a substitute for a category 5. Different categories provide some advantages of over the others, such as
     data / video speed of transmission.

 51) Within the potential market for fibre passive equipment, from one side, market respondents did not consider a further segmentation should be
     made in relation to hardware equipment.[28]

 52) On the other side, in relation to a distinction between  single-mode  and  multi-mode  fibre  cable,  the  majority  of  market  respondents
     considered that single-mode and multi-mode fibre cables are not substitutable and a distinction should be made  between  the  two  types  of
     cables.[29] Those are used for different type of networks since single-mode cables are more performant and used mainly in the telecom sector
     in wide area network to cover long distance, while multi-mode cables are used mainly in indoor networks for LAN and DC applications.

 53) The Commission concludes that, for the purposes of this decision, the questions  whether  cable  and  hardware;  fibre  and  copper  passive
     equipment; and/or different types of cables constitute separate markets can be left open, as the Commission considers that, as  set  out  in
     section 5.2.3,  the transaction would not raise competition concerns under any possible product market definition.

2 Geographic market definition

     The Notifying Party's views

 54) The Notifying Party submitted that the geographic scope of each of the product  markets  described  above  is  at  least  EEA-wide,  if  not
     worldwide, in light of the fact, inter alia, that (i) the main companies active in these sectors operate on a global  scale,  (ii)  products
     are standardised at an EEA-level, (iii) customers source at a EEA-level, (iv) there are significant imports from outside the EEA.

     The market investigation and the Commission's assessment

 55) In previous Commission decisions[30] the Commission considered whether the geographic scope  of  the  product  markets  described  above  is
     worldwide or at least EEA-wide but ultimately left the exact market definition open.

 56) The overwhelming majority of the respondents to the market investigation confirmed that the geographic dimension of the market is  worldwide
     due to sales on a global scale and standardised products at global level.[31]  Customers argued that they buy enterprise  equipment  from  a
     diverse range of providers both globally and regionally, as products need to comply  with  global  standards.  Similarly,  most  competitors
     argued that these products are standardised and produced by local players, with many suppliers from outside the EEA.

 57) A few competitor respondents argued that the market may be narrower, at national level, due to the presence of certain local competitors and
     certain national characteristics.  They refer to local market influences  on  customer  buying  decisions.   These  respondents  mention  in
     particular the preference for shielded cable in Germany and France as against the UK which favours unshielded cable.

 58) The Commission examined the geographic market delineation in detail, in relation to the presence of national characteristics.  On the  basis
     of the responses to its market investigation, the Commission confirmed that the market for enterprise networks  is  at  least  EEA-wide.   A
     number of customers and competitors highlighted that companies and products are  sold  on  a  global  basis,  with  most  major  competitors
     operating globally.  The products are standardised and apart from the shielded / unshielded preferences, there are  no  significant  product
     differentiations on a national basis.[32]

 59) On this basis, the Commission concludes that the relevant geographic market definition is at least EEA-wide.  The  exact  geographic  market
     definition, i.e. whether the market is wider than the EEA, may be left open as the proposed transaction, as set out in section 5.2.3,   does
     not raise competition concerns under any of the alternative geographic market definitions.

3 The manufacture and supply of telecommunications equipment for wireless coverage and capacity solutions

 60) This market relates to the manufacture and supply of equipment used for wireless networks such as the network of a mobile network  operator,
     for example Verizon or Vodafone.

 61) The wireless coverage and capacity solutions improve mobile coverage and capacity in places where carriers and enterprises  have  difficulty
     delivering wireless voice and data services to their customers or employees.  These locations include urban and rural canyons,  subways  and
     stadiums, tall buildings and on campuses such as universities and enterprises, in residences and neighbourhoods, on cruise ships  and  along
     coastal areas.

 62) Carrier (i.e., wireline) networks and wireless networks are different because of  the  fundamental  technological  differences  between  the
     equipment used for wireless networks.

1 Product market definition

     Background

 63) Within the wireless transmission networks, it is possible to distinguish between the  network  management  and  business  management  system
     software ("OSS/BSS"),[33] the Core Network Systems ("CNS"), and the Radio Access Networks ("RAN").[34]

 64) The Parties are active only within the RAN market in the segment of telecoms equipment for the wireless coverage and capacity solutions  for
     carrier and enterprise networks. This segment can be further divided in: (i) DAS; (ii) Small cells; (iii) RRHs; and (iv) Wi-Fi.

 65) A Distributed Antenna System ("DAS") is a network of spatially separated antenna nodes connected to a common radio  that  provides  wireless
     service within a geographic area or structure.

 66) DAS aims at providing and enhancing coverage and capacity throughout large buildings, areas and public and  private  venues  (e.g.,  college
     campuses, hospitals, stadiums, office buildings, airports). DAS is intended to be used either indoor or outdoor in dense and congested areas
     or hard-to-reach places, in the event that cell towers fail to optimise coverage and capacity.   DAS  operates  on  radio  frequency  ("RF")
     spectrum licensed to wireless operators. It can be sold to end users such as municipalities and businesses or to telecoms carriers.

 67) A further distinction could be made between active and passive DAS and the specialty equipment required to support DAS.

    a. Active DAS converts the RF signal received by roof antennas into an optical signal through  a  conversion  unit.   It  uses  fibre  optic
       cabling to transport the RF signal along considerable distances to a remote access unit ("RAU"), which amplifies and boosts the signal in
       order to deliver strong and consistent signals at every antenna point regardless of the distance from  the  signal  source.   Active  DAS
       offers also remote monitoring capability to provide the status of all remote antennas that are part of the network.

    b. Passive DAS uses coaxial cables to distribute RF signals received horizontally from a base station or repeater throughout each floor of a
       building.  It consists of a number of passive components, such as splitters and couplers, to divert a fraction of the RF  energy  through
       each floor of the building.  Passive DAS does not resort to signal amplification or congestion and does not require power.

 68) Small cells are base stations, scattered throughout a venue, whose coverage radius is smaller, typically ranging from ten meters to  several
     hundred meters. Small cells can be further segmented in: (i) femtocells; (ii) picocells; and (iii) microcells.

 69) RRHs are used inside buildings and public venues to distribute the wireless signals throughout the venue.   They  are  deployed  around  the
     world as part of more advanced 3G and LTE implementations, resulting benefit in the reduction of the  site  footprint  and  the  leasing  or
     installation costs.

 70) Wi-Fi consists of wireless access points which connect a group of wireless devices, such as personal computers, smartphones, tablets and TVs
     to an adjacent wired LAN. The range of Wi-Fi Hotspots is about 6-60 meters indoors.

     The Notifying Party's views

 71) The Notifying Party distinguishes between wireline transmission networks and wireless transmission networks.

 72) In relation to wireless transmission networks, the Notifying Party submitted that all these technologies have been growing significantly  in
     the past few years to address the increasing demand for ubiquitous and high-quality mobile data  and  to  supplement  the  capacity  of  the
     traditional macrocell network.

 73) The Notifying Party submitted that, since DAS, small cells, RRHs and to some degree  Wi-Fi  are  substitutable  solutions  from  a  customer
     perspective, are all part of the same product market.

     The results of the market investigation and the Commission's assessment

 74) In previous decisions, the Commission distinguished between wireline transmission networks and wireless transmission networks but ultimately
     left the exact product market definition open.[35]  The Commission has not  examined  the  exact  product  market  definition  for  wireless
     transmission networks in previous decisions.

 75) The market investigation tested whether the segmentation proposed by the Notifying Party was appropriate or whether alternative  broader  or
     narrower product market definitions should be considered.

 76) The overwhelming majority of market respondents confirmed the Notifying Party's view that wireline and wireless transmission networks should
     be considered as different product markets.  The ecosystem involved for wireline  versus  wireless  networks  varies  dramatically  as  each
     leverage different channels to market, different integrators and different service providers. The network  topologies  are  very  different.
     There are different solutions to a transmission requirement and there are functional technological differences between the two.

 77) Within the wireless market, the overwhelming majority considered that a distinction should  be  made  between  the  network  management  and
     business management system software ("OSS/BSS"), the Core Network Systems  ("CNS"),  and  the  Radio  Access  Networks  ("RAN").[36]  Market
     respondents also confirmed that within the RAN sector, there is a separate market for telecoms equipment for wireless coverage and  capacity
     solutions.[37] Each of these systems has different functionalities and purposes inside a network. OSS/BSS is used to manage  General  Packet
     Radio Service ("GPRS") flows. RAN is used to manage radio access flows. There are many companies working on all segments but many just focus
     on one.  Different network expertise is required to manage different  parts  of  the  wireless  transmission  network.   Segmenting  between
     OSS/BSS, CNS and RAN takes into account the different levels of expertise required.

 78) The majority of the competitor respondents to the market investigation noted that DAS, small cells, RRH and Wi-Fi are  substitutable.   They
     are different solutions but they perform a similar function providing data and voice communication in high  density  venues.  On  the  other
     hand, customer respondents were split on this point.  Some argued that these systems are not interchangeable and need to be selected on  the
     basis of the service requirements.  Others argued that DAS, small cells and RRHs are largely substitutable.   Whether  these  solutions  are
     substitutable depends on the venue in which it is being deployed.  All three solutions might be appropriate for  one  venue,  and  only  one
     might be appropriate for another venue. On the other hand Wi-Fi is not considered substitutable to a DAS.[38]

 79) In particular, a number of competitors highlighted that DAS, small cells; RRH and Wi-Fi are not substitutable but rather complementary.  RRH
     are used to increase the range of a cellular base station or to reach into an area that is difficult to reach with a distant antenna and are
     used for longer distance. Wi-Fi is used mainly to support in-building data communication over short distance.

 80) DAS and Small Cells address mobile voice and data traffic within a building and of the four are the one that tend to be more closely related
     but they are used to solve different business solutions, small cells are used in large venue where only one mobile operator is active, while
     DAS provides coverage solutions in mixed environment where several operators are available (i.e., airports, hospitals, etc.).[39]

 81) In particular, market respondents highlighted that there  are  significant  difference  in  price  and  quality  due  to  different  product
     specifications and price structure. In particular, DAS solutions are more expensive and require more complex and costly installation.[40]

 82) The Commission concludes that, for the purposes of this decision, the question whether within the RAN sector, DAS, small cells, RRH and  Wi-
     Fi constitute separate markets can be left open, as the Commission considers that the transaction would not significantly  impede  effective
     competition irrespective of the conclusion on this point and no serious doubts as to the compatibility of the transaction with the  internal
     market are likely to arise under any plausible product market definition, as set out in section 5.3.3.

2 Geographic market definition

     The Notifying Party's views

 83) The Notifying Party submitted that the geographic scope of each of the product  markets  described  above  is  at  least  EEA-wide,  if  not
     worldwide, in light of the fact, inter alia, that (i) the main companies active in these sectors operate on a global  scale,  (ii)  products
     are standardised at an EEA-level, (iii) customers source at a EEA-level, (iv) there are significant imports from outside the EEA.

     The results of the market investigation and the Commission's assessment

 84) The Commission has not examined the geographic scope of the wireless market in previous decisions.

 85) The majority of the respondents to the market investigation considered that the geographic dimension of the market is worldwide due to sales
     on a global scale and standardised products at global level.[41]

 86) In any case, as set out in section5.3.3, the exact geographic market definition can be left open as the proposed transaction would not raise
     competition concerns under any of the alternative definitions.

        COMPETITIVE ASSESSMENT

1 The overall market for the manufacture and supply of passive equipment (cable  and  hardware)  for  carrier  networks  and  potential  narrower
       markets

 87) The Parties are both active in the market for the manufacture and supply of passive equipment (cable and  hardware)  for  carrier  networks.
     However, as can be seen in Table 1 which provides an overview of the product segments in which the Parties are active  in  the  market,  the
     Parties operate in different sub-segments.

 88) The Parties only overlap in the fibre closures segments where their combined world-wide market share is below [5-10]%.  At  EEA  level,  the
     Parties' activities do not overlap.

      Table 1. Market shares by product and geographic segment in the market for the manufacture and  supply  of  passive  equipment  (cable  and
      hardware) for carrier networks

|Passive equipment for carrier networks                                                                                                    |
|Sector       |Product           |Worldwide/EEA                        |Comm              |TE BNS        |Combined      |                  |
|             |                  |                                     |Scope             |              |              |                  |
|             |                  |75Ω                                  |EEA               |[5-10]-       |[0-5]%        |[5-10]- [10-20]%  |
|             |                  |                                     |                  |[10-20]%      |              |                  |
|             |Coax accessories  |For 50Ω                              |EEA               |[0-5]%        |[0-5]%        |[0-5]%            |
|             |                  |For 75Ω                              |EEA               |[0-5]%        |[0-5]%        |[0-5]%            |
|Fibre        |Fibre cables                                            |EEA               |[0-5]%        |[0-5]%        |[0-5]%            |
|             |                                                        |Worldwide         |[0-5]%        |[0-5]%        |[0-5]%            |
|             |Fibre connectivity equipment                            |EEA               |[0-5]%        |[10-20]%      |[10-20]%          |
|             |                                                        |Worldwide         |[0-5]%        |[10-20]%      |[10-20]%          |
|             |Fibre closures                 |                        |EEA               |[0-5]%        |[5-10]%       |[5-10]%           |
|             |                               |                        |Worldwide         |[0-5]%        |[5-10]%       |[5-10]%           |
|Copper       |Copper cables                                           |EEA               |[0-5]%        |[0-5]%        |[0-5]%            |
|             |                                                        |Worldwide         |[0-5]%        |[0-5]%        |[0-5]%            |
|             |Copper connectivity equipment                           |EEA               |[0-5]%        |[10-20]%      |[10-20]%          |
|             |                                                        |Worldwide         |[0-5]%        |[10-20]%      |[10-20]%          |
|             |Copper closures                                         |EEA               |[0-5]%        |[30-40]%      |[30-40]%          |
|             |                                                        |Worldwide         |[0-5]%        |[20-30]%      |[20-30]%          |

       Sources: Form CO - Parties’ actual sales and estimated market shares.

 89) On the basis of the above table, the overall market for passive equipment for carrier  networks  is  not  affected,  given  the  de  minimis
     activities of the Parties and a resulting combined share below 20%.

 90) Similarly, even if the market is segmented further, the proposed transaction would not lead to any horizontally affected markets,[42] as the
     Parties activities are largely complementary. The only potential narrower market where the Parties overlap is the worldwide market for fibre
     closures.  In that potential market, TE BNS has less than [5-10]% market share and CommScope has less than [0-5]% market share.  Thus,  even
     in the potential market for fibre closures, the proposed transaction would not lead to an affected market, as the combined market  share  of
     the Parties would remain significantly under 20%.

 91) The Notifying Party has confirmed that no affected markets would arise with regard to passive  equipment  for  carrier  networks  under  any
     possible geographical market definition, including national EEA markets.

 92) The Commission therefore concludes that the proposed transaction does not raise competition  concerns  as  to  its  compatibility  with  the
     internal market on the market for the manufacture and supply of passive  equipment  (cable  and  hardware)  for  carrier  networks  and  any
     potential narrower markets.

2 The overall market for the manufacture and supply of passive equipment (cable and hardware) for  enterprise  networks  and  potential  narrower
       markets.

 93) On the market for the manufacture and supply of passive equipment (cable and hardware) for enterprise  networks,  the  proposed  transaction
     would lead to affected markets, where the Parties have a combined share above 20%, in the above  potential  narrower  markets:  (i)  overall
     (i.e., shielded and unshielded) copper cables for enterprise networks, (ii) overall (i.e., shielded  and  unshielded)  copper  hardware  for
     enterprise networks; (iii) unshielded copper cables for enterprise networks, (iv) unshielded copper hardware for  enterprise  networks;  and
     (v) fibre hardware for enterprise networks.

1 The Notifying Party's views

 94) The Notifying Party argued that both on the overall market and on all narrower  potential  markets,  there  is  a  large  number  of  strong
     competitors.  Following the transaction, there would remain a significant number of competitors in the market, leaving customers with  ample
     opportunity to switch.

 95) The Notifying Party argued that competitors are active in all potentially affected product markets  –  namely  copper  cables  (overall  and
     unshielded), copper hardware (overall and unshielded) and fibre hardware.  Thus, the competitive analysis is applicable to  all  potentially
     affected markets.  In addition, the competitive assessment applies to further potential narrower markets such as copper cables of  different
     performance categories or shielding types and the corresponding hardware and single-mode and multi-mode fibre cables.

 96) Some competitors, such as Daetwyler, Leoni, Kerpen and the Prysmian group are particularly strong in shielded cables, while  Belden,  Nexans
     and lS Cable are strong in unshielded cables.  In addition, R&M, Mets Connect GmbH and 3M are  particularly  strong  in  shielded  hardware,
     while Panduit, Legrand and Leviton are more active in unshielded hardware.

 97) According to the Notifying Party, the market is not concentrated, with a significant number of independent competitors.  The Notifying Party
     also argued that private labels have been increasing slowly but steadily in the past years.

 98) In addition, the Notifying Party argued that purchasers of cable and hardware for enterprise networks have strong  buyer  power.   Customers
     include large distributors, system integrators, large corporations as well as established wireless carriers.

 99) Furthermore, CommScope submitted that most of its enterprise sales are  indirect  and  made  through  Anixter,  an  established  distributor
     recognised as a global supplier of communications and security products, electrical and electronic wire and cable, fasteners and other small
     components.  Anixter also distributes products from many of the Parties’ competitors, as a result of its position and its various sources of
     supply from different solutions partners, Anixter can put the  different  providers  of  cable  and  hardware  for  enterprise  networks  in
     competition.

100) Moreover, according to the Notifying Party, the market for the manufacture and supply of cable and hardware for enterprise networks has  low
     barriers to entry and has seen a number of new entrants in the past years. These new entrants are all active  in  each  of  the  potentially
     affected narrower markets for copper cables, copper hardware and fibre hardware.  For example, AT&T Cabling Systems re-entered  the  cabling
     market in 2014. Other examples of recent entry referred to by the Notifying Party are Excel, Rosenberg OSI and Huber+Suhner,  all  of  which
     entered the enterprise segment recently.

101) In relation to the standard making process, the Notifying Party submitted that, following CommScope’s integration of TE’s BNS business, […]

2 The results of the market investigation and the Commission's assessment

102) Table 2 below shows the market shares of the Parties in the EEA and worldwide based on the BSRIA Worldwide Market Overview.

      Table 2: Market shares and sales by product and geographic segment in the market for the manufacture and supply of passive equipment (cable
      and hardware) for enterprise networks

|Passive equipment for enterprise networks                                                                                                 |
|2013                                                        |Sales (€m)                   |Market share (%)                               |
|                                                              |EEA/                    |Comm               |TE BNS                  |
|                                                              |Worldwide               |Scope              |                        |
|Copper cables                            |EEA/                |                        |                   |                        |
|                                         |Worldwide           |                        |                   |                        |
|Unshielded                   |UTP         |EEA                 |[20-30]%                |[5-10]%            |[30-40]%                |
|                             |            |Worldwide           |[10-20]%                |[5-10]%            |[20-30]%                |
|Shielded                     |STP         |EEA                 |[0-5]%                  |[5-10]%            |[5-10]%                 |
|                             |            |Worldwide           |[0-5]%                  |[5-10]%            |[5-10]%                 |
|                             |FTP         |EEA                 |[0-5]%                  |[5-10]%            |[5-10]%                 |
|                             |            |Worldwide           |[0-5]%                  |[10-20]%           |[10-20]%                |
|Copper hardware                                               |                        |                   |                        |
|Unshielded                               |EEA                 |[20-30]%                |[5-10]%            |[30-40]%                |
|                                         |Worldwide           |[10-20]%                |[10-20]%           |[30-40]%                |
|Shielded                                 |EEA                 |[0-5]%                  |[5-10]%            |[5-10]%                 |
|                                         |Worldwide           |[0-5]%                  |[10-20]%           |[10-20]%                |

Source: BSRIA for 2013.[44]

103) In relation to fibre cables in potential narrower market segments for the manufacture and supply of single-mode and multi-mode fibre  cables
     as set out in paragraph (52), the Parties would still have a market share below  20%  in  all  potential  narrower  market  segments.  Those
     potential markets are not affected given that the activities of the Parties are very small.

      Table 4: Market shares for fibre cables for enterprise networks

|2014                                                          |CommScope               |TE BNS             |Combined                |
|                                         |EEA/                |                        |                   |                        |
|                                         |Worldwide           |                        |                   |                        |
|Single-mode cables                       |EEA                 |[0-5]%                  |[0-5]%             |[5-10]%                 |
|                                         |Worldwide           |[0-5]%                  |[0-5]%             |[5-10]%                 |
|Multi-mode cables                        |EEA                 |[0-5]%                  |[0-5]%             |[5-10]%                 |
|                                         |Worldwide           |[5-10]%                 |[0-5]%             |[10-20]%                |

Source: Parties’ estimates for 2014.

104) The Commission observes that a large number of competitors would remain in the EEA in the market for the manufacture and supply  of  passive
     equipment (cable and hardware) for enterprise networks and all potential narrower markets after the transaction.

     The narrower potential markets for copper cables and unshielded copper cables

105) In the EEA, in the potential market for copper cables (consisting of both shielded and unshielded copper cables),  Brand-Rex,  Leoni  Kerpen
     and Prysmian have a market share of, respectively, [5-10]%, [5-10]% and [5-10]%. The analysis would not change if we observe  the  potential
     markets at worldwide level as shown in the Table below.

      Table 5: EEA/Worldwide 2013 - Market shares in potential narrower market segments: copper cables total and unshielded

|Copper Cables                                                        |Copper Cables Unshielded                                        |
|EEA                              |Worldwide                          |EEA                           |Worldwide                        |
|CommScope        |[5-10]%        |CommScope          |[10-20]%        |CommScope      |[20-30]%      |CommScope        |[10-20]%       |
|TE BNS                                                               |[5-10]%                                                       |
|EEA                               |Worldwide                         |EEA                           |Worldwide                      |
|CommScope        |[5-10]%         |CommScope        |[10-20]%        |CommScope        |[20-30]%    |CommScope        |[10-20]%    |
|TE BNS                                                             |
|EEA                              |Worldwide                       |
|CommScope        |[10-20]%       |CommScope        |[10-20]%      |
|TE BNS           |[10-20]%       |TE BNS           |[10-20]%      |
|Combined         |[20-30]%       |Combined         |[20-30]%      |
|Corning          |[20-30]%       |Corning          |[30-40]%      |
|Rosenberger      |[5-10]%        |Panduit          |[10-20]%      |
|Panduit          |[5-10]%        |Legrand          |[5-10]%       |
|R&M              |[0-5]%         |Schneider        |[5-10]%       |
|                 |               |Electric         |              |
|Others           |[30-40]%       |Others           |[40-50]%      |

                         Source: BSRIA for 2013.[47]

106) Even under this possible segmentation, a large number of competitors would remain in the market after the transaction, both in the  EEA  and
     worldwide (i.e. Corning, Panduit, Schneider Electric). These competitors are established market players with stable  market  shares  in  the
     last few years, strong brand reputation and a complete set of cabling systems for enterprise networks which would enable to actively compete
     with the Parties.

107) Purchasers of cable and hardware for enterprise networks include large distributors, system  integrators,  large  corporations  as  well  as
     established wireless carriers which have strong buyer power according to the Notifying Party. In 2014, CommScope’s top end users  in  Europe
     were […]. These are all large and sophisticated companies with purchasing departments that generate competition between solutions  providers
     and strive for the best value for money solution.

108) The majority of market respondents considered that the market for the manufacture and supply of passive equipment (cable and  hardware)  for
     enterprise networks are characterised by a large number of suppliers, this is due in particular to product standardisation.[48] The  finding
     is confirmed since the respondents to the market investigation identify several operators as the Parties' closest competitors.  Among  these
     are Nexans, Schneider Electric, Corning, Panduit, Brand-Rex, R&M and Prysmian. In particular, different  players  are  more  specialised  in
     different segments. Thus, Corning has stronger presence in fibre passive equipment, including fibre cables and  fibre  hardware.  Similarly,
     Brand-Rex and Panduit are specialised in copper cables and copper hardware.[49]  However, most competitors have been confirmed to be  active
     in all relevant segments.

109) Product standardisation enables the presence of a large number of competitors. Market respondents highlighted that  there  is  a  difference
     between providers based on the different value they provide to customers. Some respondents considered that certain white label manufacturers
     of cabling, especially from Asia, might not offer such high quality cables and hardware as the established branded manufacturers.   However,
     all large branded manufacturers (i.e., Corning, Panduit, etc.) are able to offer cabling systems which may compete and even  in  some  cases
     outperform by quality and performance the offering of the Parties.[50]

110) The majority of respondents sell their products mainly through  indirect  channels,  composed  by  distributors  and  installers,[51]  while
     tenders are launched for larger building infrastructure projects. Those tenders are launched on a frequent basis, usually monthly, both  for
     greenfield and brownfield projects.[52] The duration of the projects is typically dependant of the size of the project which may  be  up  to
     three years.[53] On the other hand, price, reputation and product portfolio are the main factors on which customers base  their  choice.[54]
     One of the customers replied that, in choosing different suppliers, it considers products of similar  quality  and  performance  from  three
     manufacturers and among those choose the one with the most competitive price.[55]

111) Both customers and competitors confirmed that various suppliers can be present on the same site  and  that  there  are  no  interoperability
     problems due to product standardisation.[56] While customers consider it possible to switch suppliers for major replacements or  upgrades  /
     extensions, this is not usual due to significant cost to upgrade an existing network infrastructure and  since  switching  components  would
     usually invalidate system warranties.[57]

112) Entry in the market is not dependent on technical requirements but it is mainly constrained by brand  reputation  and  time-to-market  which
     makes entry more difficult for companies that want to offer complete enterprise network solutions.[58] The majority  of  market  respondents
     also consider the market to be characterised by the presence  of  sophisticated  customers  with  strong  buyer  power  leading  to  intense
     competition with a part of them differentiating between small projects based on standard products and  large  projects  characterised  by  a
     higher level of customisation where customers tend to have lower buyer power.[59]

113) The totality of the customers responding to the market investigation does not think that the  transaction  would  have  any  impact  on  the
     market for the manufacture and sale of passive equipment for enterprise network neither in the segments for copper cables,  copper  hardware
     and fibre hardware.[60] One customer highlights that the transaction would enable CommScope to broaden its activities  in  relation  to  the
     copper shielded products.[61]

114) Competitors are split on the impact of the proposed transaction, with a small majority suggesting that there will not be significant  change
     to competition in the market. A few respondents note that the merging of the number one and number two in the market will create a  dominant
     player. Other competitors argue that the proposed transaction would enable significant cost reduction and ultimately  price  reductions.[62]
     The majority of respondents, however, note that, even with the combined CommScope/TE BNS, there will be sufficient credible alternatives  to
     the Parties.[63]

115) Some market respondents believe that the merged entity will be in a position to control the technical development of both copper  and  fibre
     passive equipment and influence the standard setting bodies.  One competitor expressed concerns that the combined voting powers of CommScope
     and TE BNS will influence the standard setting process.[64]

116) In relation to the Parties' ability to influence the standard setting process  in  relation  to  enterprise  cables  and  hardware,  another
     competitor did not consider that this was a credible concern.  Both CommScope and TE are active in the  standard  setting  process,  as  are
     other cable and hardware providers.  However, aside from the cable / hardware manufacturers, there are many different stakeholders  involved
     in the standard setting process, such as customers and industry experts. It is therefore not easy for one company, even  a  strong  one,  to
     affect significantly the standard setting process.[65]

117) The Commission's investigation has established that it is highly  unlikely  that  CommScope  would  be  able  to  control  future  technical
     development since, in the international committees where CommScope and TE BNS are present (ISO, Cenelec, IEC), a large majority of votes  is
     needed to approve a standard.

118) ISO is an international standard body composed by several national ISO member bodies. Decisions are taken within ISO on the basis  of  votes
     cast by ISO member bodies, using the principle of one country, one vote. A standard is approved as an International Standard (IS) if a  two-
     thirds majority of the participants of the technical committee or subcommittee is in favour and not  more  than  one-quarter  of  the  total
     number of votes cast are negative.[66] The same majority of two-thirds of voting in favour and  not  more  than  one-quarter  of  the  total
     against are also needed in the voting process for IEC standards.[67]

119) A similar process is needed to approve a European Standard (EN) through Cenelec. Member countries have weighted votes corresponding  to  the
     size of the country they represent. For instance, the larger countries like France, Germany, Italy and the UK have 29 votes each  while  the
     smallest ones have three weighted votes. There are two requirements for a standard to be approved.   The  vote  must  yield  a  majority  of
     national committees in favour of the document and at least 71% of the weighted votes cast are positive.[68]

3 Conclusion

120) The Commission therefore concludes that the proposed transaction does not raise serious doubts as to its  compatibility  with  the  internal
     market on the market for the manufacture and supply of cable and hardware for enterprise networks or any potential narrower markets.

3 The overall market for the manufacture and supply of telecommunications equipment for wireless coverage and capacity  solutions  and  potential
       narrower markets

121) On the market for the manufacture and supply of telecommunications equipment for wireless coverage  and  capacity  solutions,  the  proposed
     transaction would lead to affected markets, where the Parties have a combined share above 20%, in the above potential narrower markets:  (i)
     DAS_+ Small cells, (ii) DAS only (i.e., including active and passive DAS); and (iii) active DAS only.

1 The Notifying Party's views

122) The Notifying Party argued that the competitive assessment for the overall market for telecoms equipment for wireless coverage and  capacity
     solutions also applies to the assessment for a narrower DAS, small cells and low power RHHs market.  The reason is that these solutions  are
     to a large extent substitutable.

123) The Notifying Party argued that in the wireless segment competition takes place  on  the  general  market  for  the  provision  of  wireless
     capacity and coverage solutions regardless of the type of equipment used (i.e., DAS,  small  cells  etc).   The  reason  for  this  is  that
     customers request a full set of solutions to equip a specific space and will generally consider different alternatives  solutions  based  on
     DAS, small cells and RHHs.  Most providers of wireless capacity and coverage are able to offer a full spectrum of solutions and  can  easily
     work with other suppliers for products where offerings are more limited.

124) The Notifying Party argued that even when looking at a market only for DAS, the highest combined  market  share  is  [30-40]%  at  worldwide
     level and [30-40]% at EEA level.  The impact of the transaction in the EEA is also reduced, given that TE has a  marginal  presence  in  the
     EEA, with less than [0-5]% in a potential DAS only market.

125) According to the Notifying Party, a large number of competitors are active on  the  market  for  the  manufacture  and  supply  of  telecoms
     equipment for the wireless coverage and capacity solutions.  In addition, some competitors recently entered the market and  increased  their
     market shares significantly over the last few years.

126) In the potential market for DAS only, the main competitors to the Parties are Axell  Wireless,  Corning  and  SOLiD  Technologies.   In  the
     potential wider market for DAS, small cells and RHH, competitors would also include JMA/Teko, Comba Telecom, Alcatel-Lucent, Bravo Tech  and
     Ericson.

127) In the potential narrower markets for active DAS and for passive DAS separately, the Notifying  Party  submitted  that  several  competitors
     area active, as shown in the table below.

      Table 8: Worldwide providers of Active and Passive DAS

|DAS Vendors                                |Active DAS                                |Passive DAS                               |
|Axell Wireless                             |●                                         |●                                         |
|Corning                                    |●                                         |●                                         |
|SOLiD Technologies                         |●                                         |                                          |
|JMA/Teko                                   |●                                         |●                                         |
|Comba Telecom                              |●                                         |●                                         |
|Alcatel-Lucent                             |●                                         |●                                         |
|Bravo Tech Inc. (BTI)                      |●                                         |                                          |
|Ericsson                                   |●                                         |●                                         |
|Huawei                                     |●                                         |●                                         |
|Kathrein                                   |●                                         |●                                         |
|Bird/Deltanode                             |●                                         |                                          |
|Dali Wireless                              |●                                         |                                          |
|Zinwave                                    |●                                         |●                                         |
|Alvarion                                   |●                                         |                                          |

   Source: Notifying Party

128) The Notifying Party submitted that switching from passive to active DAS is very feasible for a passive DAS vendor, as  active  DAS  networks
     include passive components such as splitters, power dividers, combiners and couplers. The additional components that are part of  an  active
     DAS network are the conversion unit (required to convert the RF signal into an optical signal), the amplifier (that  subsequently  amplifies
     the signal throughout the venue) and the fibre optical cabling. The Notifying Party argued that Ericsson and Comba are examples  of  passive
     DAS providers that switched, or are in the process of switching to producing active DAS.

129) The Notifying Party submitted that […]. The Notifying Party argued  that  CommScope  and  TE  BNS’s  DAS  solutions  are  similar  to  their
     competitors’ products. In particular, DAS vendors such as Dali Wireless offer similar digital DAS products while DAS vendors such as Corning
     and JMA/Teko offer similar DAS products resorting to analogue technology.

130) The Notifying Party argued that the market is characterised by strong countervailing buyer  power.   CommScope  and  TE  BNS  sell  wireless
     capacity and coverage solutions to large providers, including large mobile carriers and large corporations.

131) According to the Notifying Party, a number of new players have entered the market in the past years and the quick  take-offs  of  these  new
     entrants is evidence that the market is dynamic and has low entry barriers.  The Notifying Party notes the entry of Alvarion, which  entered
     the market in 2011 in carrier grade Wi-Fi, Zinwave, a global provider of in-building wireless coverage providing  solutions  for  hospitals,
     stadiums, shopping malls, airports and power stations, Dali Wireless, a Silicon Valley-based company, which provides DAS  solutions  through
     its "t-series", SpiderCloud Wireless, another Silicon Valley-based company, which is a small cell managed services platform for  enterprises
     with a controller connected to access points and Kathrein, which is known for macro-base station antennas and small cells and  antennas  and
     which recently entered the DAS segment.

132) The Notifying Party also submitted that strong vendors such as Ericsson, Alcatel Lucent, Nokia Network Solutions (NSN) would require only  a
     minor investment to enter the market as they already hold manufacturing sites and a supplier base besides available  capital.  In  fact,  in
     late 2013, Ericsson launched its small cell Radio DOT System while Huawei Technologies introduced LampSite and were able to  increase  their
     capacity levels very quickly.

2 The results of the market investigation and the Commission's assessment

133) On the market for the manufacture and supply of telecommunications equipment for wireless coverage  and  capacity  solutions,  the  proposed
     transaction will lead to affected markets, since the Parties have a combined share above 20%. In particular, the combined entity will have a
     combined market share of [30-40]% in the potential worldwide market for DAS.

134) The table below shows the market shares of the Parties in the EEA and worldwide  based  on  the  Mobile  Experts  report  submitted  by  the
     Parties.

      Table 9: Market shares by product and geographic segment in the market for the manufacture and supply of telecommunications  equipment  for
      wireless coverage and capacity solutions

|2014                                                          |CommScope               |TE BNS             |Combined                |
|Copper cables                            |EEA/                |                        |                   |                        |
|                                         |Worldwide           |                        |                   |                        |
|Telecoms equipment for wireless coverage |EEA                 |[10-20]%                |[0-5]%             |[20-30]%                |
|and capacity solutions                   |                    |                        |                   |                        |
|                                         |Worldwide           |[10-20]%                |[5-10]%            |[20-30]%                |
|DAS + Small cells                        |EEA                 |[10-20]%                |[0-5]%             |[20-30]%                |
|                                         |Worldwide           |[10-20]%                |[5-10]%            |[20-30]%                |
|DAS                                      |EEA                 |[20-30]%                |[0-5]%             |[30-40]%                |
|                                         |Worldwide           |[20-30]%                |[5-10]%            |[30-40]%                |
|Active DAS                               |EEA                 |[30-40]%                |[0-5]%             |[30-40]%                |
|                                         |Worldwide           |[20-30]%                |[10-20]%           |[40-50]%                |
|Passive DAS                              |EEA                 |[10-20]%                |[0-5]%             |[10-20]%                |
|                                         |Worldwide           |[10-20]%                |[0-5]%             |[10-20]%                |

   Source: Mobile Experts dated 15 June 2015.  The Parties’ sales worldwide are based on the actual sales of the Parties.

135) First, while the Parties' combined market share in the potential narrower market for DAS only would be [30-40]% at worldwide level and  [30-
     40]% at EEA level, the impact of the transaction in the EEA is reduced given that TE BNS has a marginal presence (less than [0-5]% in any of
     the segments).  This also explains why the HHI-delta in the EEA remains well-below 150 whatever the product segmentation retained.

136) Second, a large number of competitors would remain in the EEA in the market for the manufacture and supply of  telecommunications  equipment
     for wireless coverage and capacity solutions and all potential narrower markets after the transaction, including Axell (with a market  share
     of [10-20]% in the overall market and [20-30]% for the potential narrower DAS only market), JMA/Teko (with a market share of [5-10]% in  the
     overall market and [10-20]% for the potential narrower DAS only market) and Zinwave (with a market share of [5-10]% in  the  overall  market
     and [10-20]% for the potential narrower DAS only market), leaving customers ample opportunity to switch.

137) The majority of market respondents argued that the market for the manufacture  and  supply  of  telecommunications  equipment  for  wireless
     coverage and capacity solutions are characterised by a large number of suppliers.[69] In particular in the DAS segment,  Corning  and  Comba
     have been indicated as strong competitors at worldwide level while Axell is more present in the European market.[70]

138) Customers procure equipment directly from the supplier on a project-by-project basis with duration depending on each contract and  being  of
     approximately of one year.[71] Customers have the possibility to use various suppliers in  the  same  site  for  their  wireless  need  but,
     usually, they tend to use just one supplier for each specific type of equipment (i.e. DAS, Small cells, etc.).[72]

139) On the other hand, switching is not easy due to interoperability problems.[73] The possibility to enter the market  is  constrained  due  to
     the high R&D and manufacturing investments and necessary reputation needed to acquire customers settled with other operators.[74]

140) The majority of market respondents had no concerns on the impact that the proposed transaction would have on the market for the  manufacture
     and supply of telecommunications equipment for wireless coverage and capacity solutions and any potential narrower markets.

141) However, one competitor highlighted that CommScope will become the biggest player in the market.[75] In particular, in a potential  narrower
     market for DAS only or for active DAS only, as set out in paragraphs  (79)  and  (80)  above,  the  merged  entity  will  be  the  strongest
     competitor.  On a worldwide basis, the merged entity will have a [30-40]% market share for DAS and a [40-50]% market share  for  active  DAS
     only.  However, after the transaction a number of other worldwide competitors will remain in the market,  such  as  Corning,  Comba,  SOLiD,
     Axell, Bird, Teco and Zinwave.

142) In an EEA-wide market for DAS only or active DAS only, there are fewer competitors active.  However, TE BNS's presence  on  this  market  is
     marginal, with only [0-5]% market share in DAS and [0-5]% market  share  in  active  DAS.   Therefore,  the  increment  resulting  from  the
     transaction is negligible and will not have an impact on competition in an EEA-wide market.  The main competitor in the  EEA  is  Axell,  in
     addition to smaller competitors such as JMA/Teko, Zinwave, Comba, Corning, Bird and  SOLiD.   In  relation  to  active  DAS,  the  following
     competitors would remain in the market post transaction: JMA/Teko, Axell Wireless, SOLiD, Comba, and Corning.[76]

143) In addition, geographic entry in the EEA market for active DAS  is  possible  and  anticipated,  The  Commission  notes  that  the  list  of
     competitors presented in Table 8 above includes companies providing active and passive DAS worldwide, and thus includes companies which  are
     not currently active in the EEA. However, these companies may be considered potential entrants and exercise a competitive constraint on  the
     operators active in the EEA.  A number of respondents to the Commission's investigation refer to  potential  entrants.  One  mobile  carrier
     referred to a future expected entry in active DAS in the EEA.[77] In addition, one competitor active in the EEA argued  that  DAS  providers
     which are not currently active in the EEA can enter the EEA market, as they have the relevant expertise to  move  from  one  region  to  the
     other.[78]

144) Third, purchasers of wireless coverage and capacity solutions include large mobile network  operators  and  large  corporations  which  have
     strong buyer power and the ability to play suppliers against each other.

145) In 2014, the Parties’ largest customers were […], all large and sophisticated companies  with  purchasing  departments  that  can  play  out
     solutions providers against each other to obtain the best commercial conditions. In the market and each of  its  potential  sub-segments  of
     DAS, small cells and RRH, customers usually have two, three or  more  vendors  at  a  time  with  whom  they  maintain  continuous  business
     relationships in order to switch when unsatisfied or in the event of a price increase.

146) One competitor argued that not all DAS suppliers or active DAS suppliers were approved to supply the high end of  the  market  for  telecoms
     carriers in the EEA.  Mobile telecoms operators have higher requirements to other customers, such as municipalities and  corporations.  This
     competitor considered that only CommScope, TE and Axell were able to meet the technical requirements of the large telecoms carriers.[79]  In
     any event, the same competitor considered that the mobile network operators had significant market power and that they  could  impose  their
     standards and criteria on the relevant suppliers.  In addition, a number of mobile carriers multi-source from  three  suppliers,  to  ensure
     security of supply.  Thus, if the transaction eliminates a selected supplier, the mobile telecoms carriers would be in a position to  switch
     to another supplier.

147) Contrary to the claims of the competitor above, one mobile carrier affirmed that it is currently sourcing its DAS from Kathrein and  Huawei,
     rather than the Parties (or Axell) and that it expects another competitor to enter the market in  the  near  future.   On  this  basis,  the
     telecoms carrier stated that it did not have concerns about the impact of the transaction on competition.[80]

148) Lastly, the market has low barriers to entry and has seen a number of new entrants in the past years,  in  particular  in  the  DAS  segment
     where CommScope and TE BNS are mainly active.  Zinwave, who launched its first commercial product in 2009, today has a market share of  [10-
     20]%; Kathrein, established player in the macro base station and small cell antennas with  strong  relationships  with  large  customers  as
     Ericsson, recently also launched its DAS solution.

149) The market investigation confirmed that in the next two to three years entry in these markets  is  likely[81]  and  that  new  entrants  are
     successful in obtaining contracts with large mobile telecoms carriers.[82]

3 Conclusion

    The Commission therefore concludes that the proposed transaction does not raise serious doubts as to its  compatibility  with  the  internal
       market on the market for the manufacture and supply of telecommunications equipment for wireless coverage and capacity solutions and  any
       potential narrower markets.

       CONCLUSION

150) 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

-----------------------
[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]   The definition of shares includes all rights, titles and interest in and to certain entities ultimately controlled by TE  Connectivity  Ltd
(for example Tyco Electronics Denmark A/S. River Italia Holding S.r.l., ADC Europe N.V.,  ADC  Czech  Republic,  s.r.o.,  ADC  Telecommunications
(Shanghai) Distribution Co., Ltd., etc).

[4]   The definition of assets includes certain assets, properties and rights owned, ultimately controlled by TE Connectivity Ltd.  Those  assets
include real estate properties, tangible personal properties, contracts, IT and other assets included in the Stock and Asset Purchase  agreement.
Those assets are spread across the world (for example the United States,  China,  Spain, Germany, France, the Netherlands, Switzerland, etc.).

[5]   Commission decision of 9 December 2010 in Case M.6057 – Carlyle/CommScope.

[6]   Turnover calculated in accordance with Article 5 of the Merger Regulation.

[7]   Commission decision of 31 March 2000 in Case M.1880 - 3M/ Quante, paragraph 10; Commission decision of 6 December 2010  in  Case  M.5983  -
   Tyco Electronics / ADC Telecommunications, paragraphs 8-21 and Commiss paragraphs 8-21 and Commission decision of 3  December  2007  in  Case
   M.4819 - Commscope / Andrew, paragraphs 11-16.

[8]   Commission decision of 3 December 2007 in Case M. 4819 - Commscope / Andrew, paragraphs 11-16.

[9]   The ohm (symbol: Ω) is the standard derived unit of electrical resistance. The ohm is the electric  resistance  between  two  points  of  a
   conductor when a constant potential difference of 1 volt, applied to these points, produces in the conductor  a  current  of  1  ampere,  the
   conductor not being the seat of any electromotive force.

[10]  Commission decision of 6 December 2010 in Case M.5983 - Tyco Electronics / ADC Telecommunications, paragraph 12.

[11]  Commission decision of 6 December 2010 in Case M.5983 - Tyco Electronics / ADC Telecommunications, paragraphs 8-21.

[12]  Commission decision of 6 December 2010 in Case M.5983 – Tyco Electronics / ADC Telecommunications, paragraph 21; Commission decision  of  3
   December 2007 in Case M.4819 Commscope / Andrew paragraph 11-16.

[13]  Commission decision of 6 December 2010 in Case M.5983 – Tyco Electronics / ADC Telecommunications, paragraph 24; Commission decision  of  3
   December 2007 in Case M.4819 Commscope / Andrew paragraph 18-23. Commission decision of 31 March 2000 in Case M.1880 - 3M/ Quante; Commission
   decision of 6 January 2006, paragraph 15; Commission decision of 6 January 2006 in Case M.4050 - Goldman Sachs/Cinven/Ahlsell,  paragraph  9;
   Commission decision of 20 September 2001 in Case M.2574 - Pirelli/Edizione/Olivetti/Telecom Italia, para. 38;  Commission decision of 5  July
   2005 in Case M.3836 - Goldman Sachs/Pirelli Cavi e Sistemi Telecom, paragraph 20; Commission decision of 16 November 1999 in  Case  M.1711  -
   Tyco/Siemens, paragraph 11; Commission decision of 15 September 2008 in Case M.5255 - TDK Corporation/EPCOS, paragraph 19.

[14]  Commission decision of 31 March 2000 in Case M.1880 - 3M/ Quante, paragraph 10; Commission decision of 6 December 2010  in  Case  M.5983  -
   Tyco Electronics / ADC Telecommunications, paragraphs 8-21 and Commission decision of 3 December 2007 in Case M.4819 -  Commscope  /  Andrew,
   paragraphs 11-16.

[15]  Networks within buildings.

[16]  Data centres are the physical structures where enterprises, carriers and other entities house their servers and connect to other  entities’
   networks.

[17]  Conference call with a distributor: "Non confidential minutes - Conference call with a distributor", dated 2  June  2015;  Conference  call
   with a distributor: "Non confidential minutes - Conference call with a distributor", dated 5 June 2015; Conference call  with  a  competitor:
   "Non confidential minutes - Conference call with a competitor", dated 1 June 2015; Conference call  with  a  distributor:  "Non  confidential
   minutes - Conference call with a distributor", dated 9 June 2015.

[18]  Commission decision of 31 March 2000 in Case M.1880 - 3M/ Quante, paragraph 10; Commission decision of 6 December 2010  in  Case  M.5983  -
   Tyco Electronics / ADC Telecommunications, paragraphs 8-21 and Commission decision of 3 December 2007 in Case M.4819 -  Commscope  /  Andrew,
   paragraphs 11-16.

[19]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 4.

[20]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 5.

[21]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 6.

[22]  See replies to Commission questionnaire to customers Q2 of 22 May 2015, question 7.

[23]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, questions 7 and 12.

[24]  See replies to Commission questionnaire to customers Q2of 22 May 2015, questions 8, 9, 10 and 11.

[25]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, questions 8, 9, 10 and 11.

[26]  Conference call with a distributor: "Non confidential minutes - Conference call with a distributor", dated 2  June  2015;  Conference  call
   with a distributor: "Non confidential minutes - Conference call with a distributor", dated 5 June 2015; Conference call  with  a  competitor:
   "Non confidential minutes - Conference call with a competitor", dated 1 June 2015; Conference call  with  a  distributor:  "Non  confidential
   minutes - Conference call with a distributor", dated 9 June 2015.

[27]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 9.

[28]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 14.

[29]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 13.

[30]  Commission decision of 31 March 2000 in Case M.1880 - 3M/ Quante; Commission decision of 6 January 2006, paragraph 15; Commission  decision
   of 6 December 2010 in Case M.5983 – Tyco Electronics / ADC Telecommunications, paragraph 24; Commission decision of 6 January  2006  in  Case
   M.4050   -   Goldman   Sachs/Cinven/Ahlsell,   paragraph   9;   Commission   decision   of   20   September   2001   in   Case    M.2574    -
   Pirelli/Edizione/Olivetti/Telecom Italia, para. 38;  Commission decision of 5 July 2005 in Case M.3836 - Goldman Sachs/Pirelli Cavi e Sistemi
   Telecom, paragraph 20; Commission decision of 16 November 1999 in Case M.1711  -  Tyco/Siemens,  paragraph  11;  Commission  decision  of  15
   September 2008 in Case M.5255 - TDK Corporation/EPCOS, paragraph 19.

[31]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 21.

[32]  Conference call with a distributor: "Non confidential minutes - Conference call with a distributor", dated 2  June  2015;  Conference  call
   with a distributor: "Non confidential minutes - Conference call with a distributor", dated 5 June 2015; Conference call  with  a  competitor:
   "Non confidential minutes - Conference call with a competitor", dated 1 June 2015; Conference call  with  a  distributor:  "Non  confidential
   minutes - Conference call with a distributor", dated 9 June 2015.

[33]  Commission decision of 15 December 2010 in Case M.6007 Nokia Siemens Networks/Motorola Network Business, paragraphs 10-12.

[34]  RAN performs the radio functions of the mobile network by providing the radio access between the mobile handset and the mobile network  via
   multiple transceiver stations and a smaller number of base station controllers.

[35]  Commission decision of 6 December 2010 in Case M.5983 - Tyco Electronics / ADS Telecommunications, footnote 4.

[36]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 17.

[37]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, questions 15 and 16.

[38]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 18.

[39]  Conference call with a competitor: "Non confidential minutes - Conference call with a competitor", dated 5 June 2015; Conference call  with
   a competitor: "Non confidential minutes - Conference call with a competitor", dated 5 June 2015;  Conference call  with  a  competitor:  "Non
   confidential minutes - Conference call with a competitor", dated 8 June 2015.

[40]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 20.

[41]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 22.

[42]  The Commission considers the market to be horizontally affected when two or more of  the  parties  to  the  concentration  are  engaged  in
    business activities in the same relevant market and where the concentration will lead to a combined market share of 20% or more.  See,  e.g.
    Annex 1 to the Commission Regulation (EC) No 802/2004 of 21 April 2004 implementing Council Regulation (EC) No 139/2004 on  the  control  of
    concentrations between undertakings (‘Implementing Regulation’), as amended.

[43]  Source: BSRIA for 2013. Please note that BSRIA covers only 13 EEA countries, namely: Austria, Belgium, Denmark, Germany,  Finland,  France,
    Italy, the Netherlands, Norway, Spain, Sweden, Poland and the UK.

[44]  Source: BSRIA for 2013. Please note that BSRIA covers only 13 EEA countries, namely: Austria, Belgium, Denmark, Germany,  Finland,  France,
    Italy, the Netherlands, Norway, Spain, Sweden, Poland and the UK.

[45]  Source: BSRIA for 2013. Please note that BSRIA covers only 13 EEA countries, namely: Austria, Belgium, Denmark, Germany,  Finland,  France,
    Italy, the Netherlands, Norway, Spain, Sweden, Poland and the UK.

[46]  Source: BSRIA for 2013. Please note that BSRIA covers only 13 EEA countries, namely: Austria, Belgium, Denmark, Germany,  Finland,  France,
    Italy, the Netherlands, Norway, Spain, Sweden, Poland and the UK.

[47]  Source: BSRIA for 2013. Please note that BSRIA covers only 13 EEA countries, namely: Austria, Belgium, Denmark, Germany,  Finland,  France,
   Italy, the Netherlands, Norway, Spain, Sweden, Poland and the UK.

[48]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 24.

[49]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 25.

[50]  See replies to Commission questionnaires to competitors Q1 and to customers Q2 of 22 May 2015, question 26.

[51]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, questions 27 and 29 and questionnaire to customers Q2 of  22  May
   2015, questions 27 and 32.

[52]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 28.

[53]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 34 and questionnaire to customers Q2  of  22  May  2015,
   question 38.

[54]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 33 and questionnaire to customers Q2  of  22  May  2015,
   question 37.

[55]  Conference call with a distributor: "Non confidential minutes - Conference call with a distributor", dated 2 June 2015.

[56]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 31 and questionnaire to customers Q2  of  22  May  2015,
   question 34.

[57]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 32 and questionnaire to customers Q2  of  22  May  2015,
   question 36.

[58]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 35 and questionnaire to customers Q2  of  22  May  2015,
   question 39.

[59]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, questions 37 and 38.

[60]  See replies to Commission questionnaire to customers Q2 of 22 May 2015, question 52.

[61]  Conference call with a distributor: "Non confidential minutes - Conference call with a distributor", dated 2 June 2015.

[62]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 51.

[63]  Conference call with a competitor: "Non confidential minutes - Conference call with a competitor", dated  8  June  2015;   Conference  call
   with a distributor: "Non confidential minutes - Conference call with a distributor", dated 2 June 2015;  Conference call with a  distributor:
   "Non confidential minutes - Conference call with a distributor", dated 5 June 2015;  Conference call with a  distributor:  "Non  confidential
   minutes - Conference call with a distributor", dated 4 June 2015;  Conference call with a competitor: "Non confidential minutes -  Conference
   call with a competitor ", dated 1 June 2015.

[64]  Conference call with a competitor: "Non confidential minutes - Conference call with a competitor", dated 1 June 2015.

[65]  Conference call with a competitor: "Non confidential minutes - Conference call with a competitor", dated 9 June 2015.

[66]  http://www.iso.org/sites/ConsumersStandards/voting_iso.html

[67]  http://www.iec.ch/standardsdev/how/processes/development/enquiry.htm

[68]  http://www.cenelec.eu/aboutcenelec/whatwedo/standardsmakingprocess/index.html

[69]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 39 and to customers Q2 of 22 May 2015, question 41.

[70]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 40 and to customers Q2 of 22 May 2015, question 42.

[71]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 41 and 43 and to customers Q2 of 22 May  2015,  question
   45.

[72]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 44 and to customers Q2 of 22 May 2015, question 46.

[73]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 45 and to customers Q2 of 22 May 2015, question 47.

[74]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 47.

[75]  See replies to Commission questionnaire to competitors Q1 of 22 May 2015, question 52 and to customers Q2 of 22 May 2015, question 53.

[76]  Conference call with a competitor: "Non confidential minutes - Conference call with a competitor ", dated 5 June 2015.

[77]  Non-confidential email from mobile carrier, dated 10 June 2015.

[78]  Conference call with a competitor: "Non confidential minutes - Conference call with a competitor ", dated 5 June 2015.

[79]  Conference call with a competitor: "Non confidential minutes - Conference call with a competitor", dated 8 June 2015.

[80]  Non-confidential email from mobile carrier, dated 10 June 2015.

[81]  Conference call with a competitor: "Non confidential minutes - Conference call with a competitor", dated 8 June 2015.

[82]  Non-confidential email from mobile carrier, dated 10 June 2015.

-----------------------
 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC)  No  139/2004
 concerning non-disclosure of business secrets and other confidential information.  The  omissions  are  shown  thus  […].  Where  possible  the
 information omitted has been replaced by ranges of figures or a general description.

                                                                  PUBLIC VERSION

                                                                 MERGER PROCEDURE