CELEX: 32014M7196
Language: en
Date: 2014-06-11 00:00:00
Title: Commission Decision of 11/06/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7196 - KUWAIT PETROLEUM BV / KUWAIT PETROLEUM ITALIA / SHELL ITALIA / SHELL AVIAZIONE) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 11.6.2014
                                        C(2014) 3978 final

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|To the notifying parties:                                              |                                                                       |
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Dear Sir/Madam,

Subject:    M.7196 - KUWAIT PETROLEUM BV / KUWAIT PETROLEUM ITALIA / SHELL ITALIA / SHELL AVIAZIONE
         Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1]

  1) On 6 May 2014 the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council  Regulation  (EC)
     No 139/2004[2] by which the undertakings Kuwait Petroleum Italia S.p.A.  ("KPI",  Italy)  and  Kuwait  Petroleum  Europe  B.V.  ("KPE",  The
     Netherlands) both belonging to the Kuwait Petroleum Corporation ("KPC", Kuwait) acquire within the meaning of Article 3(1)(b) of the  Merger
     Regulation control of the whole of the undertakings Shell Italia S.p.A. ("Shell Italia", Italy) and Shell Italia  Aviazione  S.r.l.  ("Shell
     Aviazione", Italy) by way of purchase of shares. KPI, KPE, Shell Italia and Shell Aviazione are collectively referred to as "the Parties".

1.    THE PARTIES

  2) KPE is the holding company for the majority of the downstream assets of KPC in Europe, as well as KPC’s downstream investments  in  the  Far
     East.

  3) KPI, the Italian subsidiary of KPE, is active in refining, marketing and distributing petroleum products in Italy under the  brand-name  Q8.
     At the refining level, KPI holds a 50% stake in an oil refinery in Sicily through a joint venture with Eni SpA ("ENI"). KPI is  also  active
     in Italy in the following markets: retail and non-retail motor fuels (with  a  retail  network  consisting  of  […]  motor  fuel  stations),
     lubricants, marine fuels (bunker), heating oil and aviation fuels (including through joint ventures).

  4) KPE and KPI are collectively referred to as to the "Notifying Parties". Ultimately, they are both controlled by KPC.

   5) Shell Italia and Shell Aviazione ("the Target Companies") are two entities controlled by Shell Italia Holding  SpA  and  belonging  to  the
      Shell group of companies (the ultimate parent of which is Royal Ducth Shell plc). Shell Italia is active in the retail of  motor  fuels  at
      Shell branded sites in Italy and manages supply and distribution operations related to the sale of motor fuels through its retail  network.
      Shell Aviazione is active in marketing aviation fuels at Rome Fiumicino Airport and  holds  interests  in  joint  ventures  active  in  the
      provision of into-plane services and aviation fuel storage in Italian airports.

2.    THE OPERATION AND THE CONCENTRATION

   6) The transaction consists in the acquisition of the sole control by KPC, through the Notifying Parties, over the Target Companies by way  of
      purchase of shares. According to the Share Purchase Agreement, KPE shall hold 70% of the corporate capital of each of the Target companies,
      with KPI holding the remaining 30%.

  7) Therefore, the transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

3.    EU DIMENSION

  8) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million[3] [KPC: 110 542 EUR million;  Shell
     Italia: EUR 1 308 million; Shell Aviazione: EUR 133 million].  Two of them have a EU-wide turnover in excess of EUR 250  million  [KPC:  […]
     EUR million; Shell Italia: EUR […] million; Shell Aviazione: EUR […] million] and although the Target Companies achieve more than two-thirds
     of their aggregate EU-wide turnover in Italy, KPC does not.

  9) The notified transaction therefore has an EU dimension within the meaning of Article 1(2) of the Merger Regulation.

4.    COMPETITIVE ASSESSMENT

  10) According to the Notifying Parties, the proposed transaction gives rise to several horizontal overlaps in the  following  Italian  markets:
      retail sales of motor fuels, fuels cards, fuels logistic and storage and into-plane and aviation fuel storage  services.[4]  The  Notifying
      Parties submit that the proposed transaction does not lead to vertically affected markets.

    4.1. Product market definition

   4.1.1. Retail sale of motor fuels

 11) Retail sale of motor fuels consists of sales made at all service stations, both branded and unbranded, in- and outside an integrated  retail
     network.[5]

 12) The Commission has consistently identified a relevant product market of the retail  sale  of  motor  fuels,  with  no  need  for  a  further
     distinction between different types of fuels (gasoline, diesel and automotive LPG).[6] With respect to retail sales  of  automotive  LPG  in
     Italy the Commission left open the exact definition of the market, pointing out that the market  investigation  was  not  conclusive  as  to
     whether LPG should be considered separately from other motor fuels usually sold by retail stations.

 13) The Commission has also considered a segmentation of the product market for the retail sale of motor fuels into  motorway  and  non-motorway
     retail fuels market in the light of different purchasing patterns and of supply-side considerations.[7] However, the  exact  product  market
     definition was left open.

 14) The Notifying Parties broadly agree with the above; however they do not consider appropriate to segment the market beyond the  retail  sales
     of motor fuels. However, they have provided information also on the narrower segmentations.

 15) In this case the product market definition for retail sales of motor fuels can be left open as  the  proposed  transaction  does  not  raise
     serious doubts as to its compatibility with the internal market with respect to any plausible market definition.

   4.1.2. Fuel cards

 16) In a recent case[8], the Commission has examined the fuel cards market as a separate market from other means of payment,  although  it  left
     the product market definition opened. Furthermore, the Commission has also analysed the  possibility  of  further  distinguish  between  the
     market for fuel cards issuance and fuel cards reselling.

 17) The Notifying Parties do not consider fuel cards as a separate market from retail sale of motor fuels, but mainly  a  means  of  payment  by
     customers. They claim that retail fuel volumes sold via fuel cards should be considered alongside retail fuel volumes sold via  other  means
     of payment for the following reasons:

         – payment cards to purchase petroleum products are offered by retail fuel operators for either very low or  no  fixed  fees.  As  such,
           commercial fuel card users will often have multiple cards for competing with oil companies; and

         – they are not general payment instruments, given that the cards are only accepted for payments related to a limited  number  of  goods
           and or services (usually offered by the issuer).

 18) Finally, the Notifying Parties' view is that fuel cards are ancillary to the KPI and Shell Italia retail activities and should therefore  be
     examined as a secondary market whose dynamics coincide with those of the primary market (the retail sale of motor fuels).

 19) In the present case the product market definition for fuels cards can be left open as the proposed transaction does not raise serious doubts
     as to its compatibility with the internal market with respect to any plausible market definition.

   4.1.3. Fuel logistic and storage

 20) The storage of refined oil products has previously been defined by the Commission as a distinct product market[9],  separate  from  relevant
     product markets for the storage of crude oil, vegetable oils, chemicals and gas, due to technical  and  commercial  considerations.[10]  The
     Commission explained that the offering of storage constitutes a prerequisite  for  operators  to  gain  access  to  markets  for  the  final
     distribution of the various finished petroleum products. The Commission also previously  distinguished  between  the  provision  of  storage
     capacity using:

         –  import facilities with very large capacity of between 30 000 m³ to 50 000 m³, and;

         – smaller secondary/coastal distribution facilities.

     The Commission also considered a further sub-segmentation by distinguishing between in-house storage activities by refiners and  storage  by
     independent companies that lease it to operators active in the market.

 21) With regard to logistics systems, in previous decisions the Commission considered that pipelines transporting  finished  petroleum  products
     (petrol, diesel and domestic heating oil) are logistical tools used for the collection and distribution of  refined  products  by  different
     petroleum operators, namely refiners, independents and  supermarket  chains.  Independent  pipeline  systems  are  a  prerequisite  for  the
     maintenance of a competitive environment in the market for the distribution of fuels.

 22) Furthermore, the Commission considered that the business of transporting finished petroleum products is generally done  "in-house"  by  most
     refiners, it being they who transport the finished products from the import depot or from the refinery to their own storage infrastructures.
     Historically refiners have always collectively held the majority of shares in the companies which operate the pipelines. These same refiners
     are also the main users, and hence the main customers, of the pipeline operators. However, access to the  pipelines  may  also  be  open  to
     customers who are neither refiners nor necessarily shareholders in the pipeline operating companies, such as  supermarkets.  The  Commission
     therefore concluded that a market for services related to the transport of refined products by pipeline should be considered.

 23) The Notifying Parties do not consider the distinction between logistics and storage and further between primary and secondary storage to  be
     appropriate as Italy lacks a bulk transportation network comparable to the one of other Member States and as a consequence all the steps  of
     the distribution process in Italy are mainly done by truck.

 24) In the present case the product market definition for storage can be left open as the proposed transaction does not raise serious doubts  as
     to its compatibility with the internal market with respect to any plausible market definition.

   4.1.4. Into-plane and aviation fuel storage services

 25) In previous decisions, the Commission has considered that the retail or into-plane  supply  (or  "fuelling  service")  comprises  supply  of
     aviation fuel at the airport under contracts with the airlines and arrangements with servicing companies that operate the  airport  fuelling
     infrastructures (storage, hydrant pipelines) and perform the actual, physical into-plane fuelling services with tank trucks to the plane for
     a fee paid by the suppliers.[11]

 26) The Notifying Parties take the view that the market can be further segmented in (i) commercialisation of  jet  fuel,  (ii)  airport  storage
     activity, and (iii) into-plane services.

 27) In the present case the product market definition for into-plane supply of jet fuel can be left open as the proposed  transaction  does  not
     raise serious doubts as to its compatibility with the internal market with respect to any plausible market definition.

   4.2. Geographic market

   4.2.1. Retail sales of motor fuels

 28) In previous Commission's decisions the geographic market for retail sales of motor fuels was defined as national in scope.[12] However,  the
     Commission has also pointed that there is a strong local element of the retail fuel market.[13] For the motorways  segment,  the  Commission
     has previously analysed the market at the level of each motorway, but also taking into account the specificity of each geographic area.[14]

 29) The Notifying Parties submit that there are strong indications of a national market for  retail  sales  of  motor  fuels  in  Italy  due  to
     extensive overlaps in the catchment areas of individual service stations proximate to each other ("knock on effect"), covering the whole  of
     Italy, where all major market players are active. However, they submitted data on the narrowest regional level.

 30) In the present case the geographic market definition for retail sales of motor fuels can be left open as the proposed transaction  does  not
     raise serious doubts as to its compatibility with the internal market with respect to any plausible geographic definition.

   4.2.2. Fuel cards

 31) In its recent case,[15] the Commission has considered this market at least national, potentially EEA-wide, whilst admitting that the UK  and
     Ireland may be somewhat separate from the rest of Europe.

 32) The Notifying Parties consider that assessing fuel cards activities at a national  level  is  appropriate  in  this  case  as  an  important
     parameter of competition is network coverage and both Parties (through their existing networks and arrangements with partner networks) offer
     national coverage to their cards customers.

 33) Taking into account that in the present case KPI and Shell Italia overlap only in Italy, the geographic market definition for fuel cards can
     be left open as the proposed transaction does not raise serious doubts as to its compatibility with the internal market with respect to  any
     plausible geographic definition.

   4.2.3. Fuels logistic and storage

 34) In previous decisions the Commission has regarded the geographic scope of the market for the lease of storage depots  as  depending  on  the
     size of the relevant Member State. Therefore, the scope of the market can be national, regional or limited to a radius that in average  does
     not exceed 150 kilometres around the relevant storage depot.[16]

 35) The Notifying Parties take the view that the geographic scope of the market should be wider than regional, encompassing five  macro  regions
     within Italy: North West, North East, Centre, South and Islands.

 36) In the present case the geographic market definition for fuel logistics and storage can be left open as the proposed  transaction  does  not
     raise serious doubts as to its compatibility with the internal market with respect to any plausible geographic definition.

   4.2.4. Into-plane and aviation fuel storage services

 37) The Commission has previously defined geographic markets for into-plane  service  on  a  local  scope,  i.e.  on  the  basis  of  individual
     airports.[17]

 38) The Notifying Parties agree with this view. However, in the present case the geographic market definition for into  plane  services  can  be
     left open as the proposed transaction does not raise serious doubts as to its compatibility with the internal market  with  respect  to  any
     plausible geographic definition.

   4.3. Competitive assessment

   4.3.1. Retail sale of motor fuels

 39) On the retail sale of motor fuels, both KPI and Shell Italia are active on the Italian territory. In 2012 the total volume  of  the  Italian
     market for retail sales of motor fuel was approximately 24 million tons, being considered the largest retail fuel market in Europe  with  23
     143 sites in 2012.[18]

 40) The estimated combined market shares of the KPI and Shell Italia at national level reach just [10-20] % on motorway segment and [10-20]%  on
     the non-motorways segment.

 41) On the non-motorway segment, at local level, there are 18 provinces for which the combined market shares of the KPI and Shell Italia  exceed
     20%. According to an economic study submitted by the Notifying Parties, out of all these, in only one of them  the  combined  market  shares
     exceed [20-30] % (i.e. in Avellino). However, in all these provinces, there are strong competitors  that  will  continue  to  constrain  the
     merged entity after the proposed transaction, such as ENI, Esso, Tamoil, Totalerg, etc.

 42) In the province of Avellino, the post transaction combined market share is estimated at [40-50]% but the increment will be minimal  accruing
     to [0-5]%. In this province ENI and ESSO are present with market shares of [10-20]% and [10-20]% respectively. A number of other competitors
     are active with lower market shares (API/IP [5-10]%, TotalErg [0-5]%, Tamoil [0-5]%).  Shell  Italia  has  a  negligible  position  with  an
     estimated market share of [0-5]% (1 gas station). Therefore Shell does not exert a significant competitive constraint in the market and post
     transaction KPI will face the same degree of competition from the existing competitors.

 43) From a price perspective, price differentiation is limited in the retail fuel market in Italy. The economic study submitted by the Notifying
     Parties shows that the CCP Index (which measures the perceived competitiveness of a brand in the eyes of customers using the brand at  least
     once in the last 5 visits), is very similar for all branded suppliers (Shell, ENI, Esso, IP/API, Q8, Tamoil and Total).

 44) As regards the closeness of competition between the KPI and Shell Italia, from a brand  perspective,  the  Parties'  approach  can  also  be
     differentiated. KPI is perceived as a more traditional customer-oriented oil company, whilst Shell as a supplier of premium fuels. Also  the
     Parties' retail network structure differentiates KPI from Shell Italia. KPI introduced the first fully unmanned service stations  under  the
     "Q8easy" brand and this kind of petrol station now accounts for […] out of […] sites of the KPI retail network, while Shell Italia does  not
     have any unmanned petrol stations in Italy.

 45) The Notifying Parties submit that all these features are equally applicable for all 18 provinces where aggregate market shares exceed 20%.

 46) As regards the motorway segment, the Notifying Parties have taken into consideration a very narrow analysis of each motorway  and  concluded
     that there is only one motorway (i.e. A21 Torino-Brescia) where KPI and Shell Italia stations are within a  distance  of  100  km  from  one
     another and there are no stations of competitors between them. On the A21 Shell station is located at km 91 and Q8 station at km 48.However,
     in a radius of 100 km from each of KPI and Shell station there is always  a  competitor  station:  API/IP  at  km  13  and  ENI  at  Km  130
     representing a relevant competitive constraint to KPI and Shell. In fact, on Italian motorways there are billboards with  price  indications
     located approximately every 150 km in the same direction of travel. This allows price sensitive customers to shop around for cheaper fuel if
     they wish. Moreover, both KPI's and Shell's stations are operated by independent third party  dealers.  While  the  dealers  have  a  supply
     agreement with KPI and Shell respectively for the supply of branded fuels, they determine the retail  price  independently.  Therefore,  the
     parties are not able to directly influence or coordinate pricing at the gas stations in question.

 47) Should the segment of LPG be considered as a separate market, than the combined market shares of the Parties  at  the  narrowest  geographic
     level would be less than [10-20]% and therefore no competition concern would arise.

 48) In conclusion, considering the moderate market shares of the Parties, taking into account the existence of other strong competitors and  the
     fact that the Parties do not appear to be close competitors in this market, the proposed transaction would not give rise to  serious  doubts
     as to the compatibility of the notified transaction with the internal market on the retail sales of motor fuels.

4.3.2. Fuel cards

 49) KPI and Shell Italia are both active in the supply of fuel cards to commercial fleet and Heavy Goods Vehicle  ('HGV')  customers  in  Italy,
     offering fuel cards which are primarily domestic in scope.

 50) KPI is outsourcing a number of administrative activities associated with the supply of fuel cards to customers (e.g. printing  and  delivery
     of invoices, embossing, production and dispatch of fuel cards). KPI issues two kinds of cards for businesses: Cartissima, which is issued to
     both commercial fleet and HGV customers and can be used only in Italy at Q8 branded sites, and IDS, which  is  targeted  at  long  haul  and
     international HGV commercial customers and can be used in Italy as well in other European Countries at dedicated IDS truck stops as well  as
     selected Q8 branded retail sites that are capable of accommodating HGVs. Shell Italia offers to commercial HGV and fleet operators euroShell
     B2B fuel cards which can be configured to enable single network access (i.e. only Shell sites) or multi-network access (to  include  partner
     sites, e.g., Esso, API, Tamoil, Q8) and domestic or pan-European acceptance.

 51) The combined market shares of the KPI and Shell Italia did not exceed 20% in 2012 (KPI [5-10]% and Shell  Italia  [10-20]%).  The  Notifying
     Party submits that even after the proposed transaction, ENI will be their main  competitor  with  an  estimated  market  share  of  [30-40]%
     together with two other competitors, i.e. TotalERG and Esso, with market shares comparable to the one of the merged entity. Tamoil  and  API
     are also indicated as active in this sector.

 52) Due to the low market shares of the KPI and Shell Italia and the existence of other strong competitors in this market that will continue  to
     constraint the merged entity, the proposed transaction would not give rise to serious  doubts  as  to  the  compatibility  of  the  notified
     transaction with the internal market on the fuels cards market.

   4.3.3. Fuels logistic and storage

 53) In the market for logistics and storage, the post transaction combined market shares of the KPI and Shell Italia, irrespective  of  how  the
     market is defined, will be below 20%.

 54) Taking into account all storage facilities having a capacity of more than 3 000 cubic meters, the estimated combined market  shares  of  KPI
     and Shell will be equal to:

         – [10-20]% in the North West region, with ENI being the strongest player having an estimated market share of [20-30]% and a  number  of
           other players will have similar or larger market shares;

         – [5-10]% in the North East region, with no increment as KPI does not have any activity within this region;

         – [0-5]% in the Centre region, with ENI and TotalErg having market shares of [20-30]% and [10-20]% respectively;

         – In the South of Italy and Islands, there is no overlapping activity of KPI and Shell Italia.

 55) If a segmentation of the market according to primary and secondary depots is adopted, KPI and Shell Italia would  overlap  only  in  primary
     depots in the North of Italy where they both hold a  participating  interest  in  the  SIGEMI  storage  facility  and  Shell  Italia  has  a
     participating interest in the Visco-Trieste system.

 56) In the North of Italy, the estimated combined market share of KPI and Shell Italia in the primary depots sector would be [10-20]%.  On  this
     market, ENI would remain the larger player with an estimated market share of [20-30]% and a number  of  other  players  with  market  shares
     between 4% and 10% will remain.

 57) On the market for secondary depots, KPI and Shell Italia's overlap will be limited to the centre  of  Italy,  where  both  of  them  hold  a
     participating interest in the DECO facility. Following the proposed transaction DECO will remain subject  to  joint  control  with  TotalErg
     which owns 50% of the share capital.

 58) Albeit not being able to provide exact figures, the Notifying Parties estimate that the total capacity in the region exceeds  20  000  cubic
     meters while they jointly have an aggregate storage capacity of […] cubic meters. Their estimated market share is therefore lower than 20%.

 59) Due to the low market shares of KPI and Shell Italia, the prominent position of ENI  on  the  market  and  the  existence  of  other  strong
     competitors that will continue to constraint the merged entity, the proposed transaction will not give rise to  serious  doubts  as  to  the
     compatibility of the notified transaction with the internal market on the logistics and storage market.

   4.3.4. Into-plane and aviation fuel storage services

 60) On the market for aviation fuel storage activities, following the transaction KPI and KPE will acquire:

         – Shell Aviazione participating interest in Seram (Shell 12,5%, KPI 12,5%, TotalErg 37,5%, ENI 25% and Esso 12,5%), active  in  storage
           and hydrant systems in Rome Fiumicino Airport. Following the proposed transaction therefore KPI will  own  a  participating  interest
           equal to 25% in Seram.

         – Shell Aviazione participating interest in DISMA (ENI 25%, KPI 12,5%, Shell 12,5%, SEA 18,7%, TotalErg  18,7%,  Esso  12%).  Disma  is
           active in storage and hydrant system at Milan Malpensa Airport.

         – If the remaining shareholders do not exercise  the  pre-emption  right  they  enjoy,  Shell  Aviazione's  participating  interest  in
           Rifornimenti Aeroporti Italiani S.r.l. ("RAI"), equal to 33% of the share capital. RAI is  active  in  into-plane  services  in  Rome
           Fiumicino and Milan Malpensa and in storage and into-plane services in Milan Linate.

 61) Following the proposed transaction, the competitive situation for aviation fuel storage and  into-plane  services  at  Milan  Linate,  Milan
     Malpensa and Rome Fiumicino airports will not change as the players on the market will remain the same. The  proposed  transaction  will  in
     fact impact only the composition of the shareholding of the current players.

 62) Seram and DISMA are the only storage facility available at the respective airports and are  subject  to  regulatory  constraints  to  ensure
     access to third parties.

 63) With regard to into-plane services, RAI, in the event it will be part of the transaction, will face competition  from  Skytanking  at  Milan
     Linate, Milan Malpensa and Rome Fiumicino. Particularly, the estimated market share of RAI will be [30-40]% of the market in Rome Fiumicino,
     [50-60]% of the market in Milan Malpensa and [20-30]% of the market in Milan Linate. The transaction will not bring about any  increment  in
     RAI's market share and KPI is not active in any of the above airports.

 64) In light of the above, the proposed transaction would not give rise to serious doubts as to the compatibility of  the  notified  transaction
     with the internal market on the into-plane and aviation fuel storage service.

5.    CONCLUSION

 65) 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.

                                        For the Commission

                                        (Signed)
                                        Joaquín ALMUNIA
                                        Vice-President

-----------------------
[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 24, 29.1.2004, p. 1 (the "Merger Regulation").
[3]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the  Commission  Consolidated  Jurisdictional  Notice  (OJ
   C95, 16.04.2008, p1).
[4]   Moreover, the Notifying Parties submit that the Parties are also active in the sale of Compressed Natural Gas, which  can  be  used  as  an
   alternative fuel for gasoline powered vehicles (but not those which are diesel powered), which they consider to be part  of  the  same  retail
   market as the other types of fuels.  However, due to the minimum sales (combined market shares are less than 1%),  this  market  will  not  be
   further analysed. The Parties also overlap on the non-retail market but due to the minimum overlap (less than 0.1%) this market will also  not
   be considered further in this Decision.
[5]   COMP/M.6167 RWA / OMV Warme (2011); COMP/M.5637 Motor Oil  (Hellas)  Corinth  Refineries  /  Shell  Overseas  Holdings  (2010),  para.  29;
   COMP/M.5781 Total Holdings Europe SAS / ERG SpA / JV (2010), para. 16; COMP/M.5629 Normeston / MOL / Met JV (2010), para.  19.  Only  in  case
   COMP/M.5846 Shell / Cosan / JV (2011) did the Commission seem to establish that only sales from an "integrated retail network" (para  16)  are
   considered to be "retail".
[6]   Case COMP/M.5846 - Shell/Cosan/JV, paragraph 16 or Case COMP/M.5781 - Total Holdings Europe SAS/ERG SPA/JV, paragraph 16.
[7]   Case COMP/M.5005 - Galp Energia / Exxonmobil Ibéria, paragraph 13, Case COMP/M.5781 - Total  Holdings  Europe  SAS/ERG  SPA/JV  ;  Case  No
   IV/M.1383 – Exxon/Mobil, paragraph 437; Case No COMP/M.1628 – TotalFina/Elf.
[8]   Case COMP/M.7156 –Wex/Radius/European Fuel Card Business Of Esso.
[9]   Case COMP/M.6935 Argos / Sopetral (2013); COMP/M.6261 North Sea Group / Argos Groep  /  JV  (2011);  COMP/M.4532  Lukoil  /  ConocoPhillips
   (2007); COMP/M.1621 Pakhoed/Van Ommeren (1999).
[10]  Case COMP/M.6935 Argos / Sopetral (2013); COMP/M.6525 SESA / DISA / SAE / JV (2012); COMP/M.6463  Marquard  &  Bahls  /  Bominflot  (2012);
   COMP/M.4532 Lukoil / ConocoPhillips (2007); COMP/M.1621 Pakhoed/Van Ommeren (1999); COMP/M.1464 Total / Petrofina (II) (1999).
[11]  See case COMP/M.5880 – Shell/Topaz/JV of 4 November 2010, §17. See also cases COMP/M.5422 -  STATOILHYDRO  /  ST1  /  ST1  AVIFUELS  of  22
   December 2008, para 11; COMP/5005 – Galp Energia/Exxonmobil Iberia of 31 October 2008, §21 and COMP/M.3110 – OMV/BP (Southern Germany Package)
   of 11 June 2003, para  19 (in this case, the exact market definition was left open).
[12]  Case IV/M.1383 – Exxon/Mobil, Case No COMP/M.1628 – TotalFina/Elf.
[13]  Case COMP/M.5781 – Total Holding Europe Sas/ERG spa/JV.
[14]  Case COMP/M.1628 – TotalFina/Elf.
[15]  Case COMP/M.7156 –Wex/Radius/European Fuel Card Business Of Esso.
[16]  COMP/M.1464 Total / Petrofina (II) (1999), §§ 29, 30; COMP/M.6525 SESA / DISA / SAE / JV (2012), para.  30;  COMP/M.1628  TotalFina  /  Elf
   (2000), para. 48; COMP/M.6261 North Sea Group / Argos groep / JV (2011), paragraphs 42 – 43.
[17]  See Cases COMP/M.1383 Exxon / Mobil (1999) and COMP/M.3110 OMV/BP (Southern Germany
   Package) (2003); COMP/M.5005  Galp Energia / Exxonmobil Iberia (2008).
[18]  Form CO.

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                                                                  PUBLIC VERSION

 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.

                                                                 MERGER PROCEDURE