CELEX: 32014M7023
Language: en
Date: 2014-01-09 00:00:00
Title: Commission Decision of 09/01/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7023 - PUBLICIS / OMNICOM) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

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|                          |EUROPEAN COMMISSION                                                                                              |
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Brussels, 9.1.2014
C(2014) 89 final

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|To the notifying parties:                                                     |

Dear Sir/Madam,

Subject:    Case No COMP/M.7023 – PUBLICIS / OMNICOM
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1]

I.    THE PARTIES      5

II.   THE transaction  5

III.  EU DIMENSION     6

IV.   COMPETITIVE ASSESSMENT 6

IV.1. Relevant Markets 7
IV.1.1      Media buying services 7
IV.1.1.1.   Product market   7
IV.1.1.1.1. Sale of media buying services    8
IV.1.1.1.2. Procurement of media buying services   11
IV.1.1.2.   Geographic market     14
IV.1.1.2.1. Sale of media buying services    14
IV.1.1.2.2. Procurement of media buying services   15
IV.1.2      Marketing and Communication Services   15
IV.1.2.1.   Product market   15
IV.1.2.2.   Geographic market     19
IV.1.3      Sale of advertising space in cinemas   20
IV.1.3.1.   Product market   20
IV.1.3.2.   Geographic market     20
IV.2. Methodologies for estimating market shares for Media Buying Services     20
IV.2.1      Methodologies Proposed by the Parties  21
IV.2.1.1.   Sales Side 21
IV.2.1.1.1. Estimates of market size and market shares of the Parties          21
IV.2.1.1.2. Competitors' market share estimates    23
IV.2.1.2.   Procurement side 24
IV.2.2      Commission's assessment     24
IV.2.2.1.   Sales side: Market size and market shares (for the Parties and their competitors)   24
IV.2.2.2.   Procurement side 30
IV.2.2.3.   Conclusion 32
IV.3. Methodologies for estimated market shares for marketing and communications services 32
IV.3.1      Views of the Parties  32
IV.3.2      Commission's assessment     33
IV.3.3      Conclusion 36
IV.4. Analysis of non-coordinated effects of the transaction  36
IV.4.1      Media Buying Services 36
IV.4.1.1.   Parties’ general overview of the media buying negotiation process  36
IV.4.1.2.   Views of the Parties on competitive assessment    39
IV.4.1.3.   Commission's assessment     41
IV.4.1.3.1. Introduction     41
IV.4.1.3.2. Competitive assessment – sales side    44
IV.4.1.3.3. Competitive assessment – procurement side    50
IV.4.1.4.   Country analysis 52
IV.4.1.4.1. Belgium    52
IV.4.1.4.2. Czech Republic   55
IV.4.1.4.3. Denmark    57
IV.4.1.4.4. France     60
IV.4.1.4.5. Germany    63
IV.4.1.4.6. Greece     67
IV.4.1.4.7. Hungary    70
IV.4.1.4.8. Ireland    72
IV.4.1.4.9. Italy      75
IV.4.1.4.10.     Latvia      78
IV.4.1.4.11.     Lithuania   81
IV.4.1.4.12.     The Netherlands  83
IV.4.1.4.13.     Poland      86
IV.4.1.4.14.     Portugal    89
IV.4.1.4.15.     Romania     92
IV.4.1.4.16.     Slovenia    95
IV.4.1.4.17.     Spain 97
IV.4.1.4.18.     Sweden      100
IV.4.1.4.19.     The United Kingdom     103
IV.4.1.4.20.     Norway      107
IV.4.1.4.21.     EEA market  110
IV.4.1.5.   Conclusion 110
IV.4.2      Marketing and Communication Services   110
IV.4.2.1.   Views of the Parties  110
IV.4.2.2.   Commission's assessment     111
IV.4.2.2.1. Introduction     111
IV.4.2.2.2. The competitive constraint from other MCS agencies      111
IV.4.2.2.3. Closeness of competition    112
IV.4.2.2.4. Barriers to entry or expansion   112
IV.4.2.2.5. Competition post-Transaction     113
IV.4.2.3.   Conclusion 113
IV.4.3      "Big" data analytics  113
IV.4.3.1.   Views of the Parties  114
IV.4.3.2.   Commission's assessment     115
IV.5. Analysis of horizontal coordinated effects of the Transaction 117
IV.5.1      View of the Parties   117
IV.5.2      Commission's assessment     117
IV.5.3      Conclusion 119
IV.6. Analysis of vertical effects of the Transaction    119
IV.6.1      View of the Parties   119
IV.6.2      Commission's assessment     120
IV.6.3      Conclusion 122
IV.7. Analysis of conglomerate effects of the Transaction     122
IV.7.1      View of the Parties   122
IV.7.2      Commission's assessment     123
IV.7.3      Conclusion 123

V.    CONCLUSION 124

1. On 25 November 2013, the European Commission received a notification of  a  proposed  concentration  pursuant  to  Article  4  of  the  Merger
   Regulation by which Publicis Groupe S.A. ("Publicis", France) and Omnicom Group, Inc. ("Omnicom", the United States of America) enter  into  a
   full merger within the meaning of Article 3(1)(a) of the Merger Regulation by way of a stock-for-stock exchange (the "Transaction").

2. Publicis and Omnicom are together designated hereinafter as the "Parties".

      THE PARTIES

3. Publicis is a French international communications and advertising group. Publicis' agencies are organised  in  separate  networks  of  offices
   present throughout the world and collectively provide a broad range of advertising services, including digital advertising, creative services,
   public affairs, corporate communications and events, media strategy, planning and buying, and specialty communications.[2]

4. Omnicom is a U.S.-based global advertising, marketing and corporate communications company. Omnicom's agencies are also organised in  separate
   networks of offices present throughout the world  and  collectively  offer  a  range  of  advertising,  marketing,  media  and  other  related
   services.[3]

      THE transaction

5. By way of a Business Combination Agreement dated 27 July 2013 between Omnicom and Publicis, HoldCo,  a  newly-formed  Dutch  holding  company,
   will successively acquire Publicis and Omnicom. First, Publicis will merge directly with HoldCo, with HoldCo continuing as the surviving legal
   entity. Then, Omnicom will merge with a newly formed wholly owned subsidiary of HoldCo, Merger Sub, with Omnicom continuing as  the  surviving
   legal entity and a wholly owned subsidiary of HoldCo. The Transaction has been structured so that the shareholders  of  Publicis  and  Omnicom
   will each hold approximately 50% of the fully diluted equity of the merged group.

6. The Transaction therefore constitutes a concentration within the meaning of Article 3(1)(a) of the Merger Regulation.

      EU DIMENSION

7. The undertakings concerned had a combined aggregate worldwide turnover of more than EUR  5  000  million[4]  in  2012  (Publicis:  EUR  6  610
   million; Omnicom: EUR 11 067 million). They both had a combined aggregate EU-wide turnover of more than EUR 250 million in 2012 (Publicis: EUR
   […]; Omnicom: […]) and each did not achieve more than two-thirds of its aggregate EU-wide turnover in 2012 within  one  and  the  same  Member
   State.

8. The Transaction therefore has an EU dimension pursuant to Article 1(2) of the Merger Regulation.

      COMPETITIVE ASSESSMENT

9. Publicis and Omnicom are both active, through their various subsidiaries, in  the  advertising,  marketing,  communications  ("AMC")  services
   sector, including marketing communications services ("MCS") and media buying services ("MBS")  in  several  Contracting  Parties  to  the  EEA
   Agreement (referred to hereinafter as "EEA countries").

10. Publicis is active in the sale of advertising space in France and in the Netherlands.  These  markets  are  vertically  related  to  the  MBS
   markets, and some of their possible segments. Publicis’ activity is downstream from the activity  of  both  Parties’  media  agencies  on  the
   procurement side of MBS, in the sense that Publicis sells on behalf of cinema owners advertising  space  to  advertisers  either  directly  or
   through media agencies.[5] The effects of this vertical relationship will be assessed in section IV.6 of the Decision.

11. Regarding data analytics services, Publicis and Omnicom have marketing data analytics capabilities but they are essentially used in-house  as
   a mean of targeting and optimising MCS campaigns or MBS in support of the provision of core MCS or MBS services.[6] However, Publicis has  one
   subsidiary that provides data analytics services to third parties on a stand-alone basis, named Ninah. Within the EEA, Ninah is active in  the
   United Kingdom only, with revenues of around EUR […].[7] Omnicom has a subsidiary called Analect, with world-wide turnover of around EUR  […],
   of which only less than EUR […] is achieved in the United Kingdom.[8] On a hypothetical data analytics market, or any of its segments, in  the
   United Kingdom, the Parties' 2012 combined market shares would therefore  have  been  small,  and  no  material  increment  will  occur  as  a
   consequence of the Transaction. Therefore, data analytics services are not assessed any further in this Decision.

1 Relevant Markets

1 Media buying services

1 Product market

12. MBS include purchasing of advertising time and/or space in various types of media, such as broadcast and cable TV, newspapers and  magazines,
   radio, billboards and the Internet, for clients running advertising campaigns.[9] According to the Parties, media buying  agencies  will  also
   usually provide media planning and strategic advice, including research into target audiences, which media to use, and the monitoring/tracking
   of the success of a campaign.

13. In previous decisions in the advertising sector,[10] the Commission has identified separate product markets for  MBS  and  MCS.  The  Parties
   support this segmentation and their submissions are based on the distinction between MBS and MCS.

14. A majority of respondents to the market investigation indicated that there  is  a  distinction  between  MBS  and  MCS.[11]  The  strategies,
   necessary skills, tools and overall activities are different between MBS and MCS. Advertisers use MCS to create a message and MBS  to  deliver
   that message to the target group. While a key competitive parameter in MCS is creativity, MBS depend on negotiation power and skills  as  well
   as know-how about media planning and monitoring, characteristics which are of rather technical  nature.  Likewise,  the  market  investigation
   suggested that a majority of advertisers use different agencies for MCS and for MBS.[12]

15. In WPP/Grey, the Commission considered a further segmentation of the market for MBS between: (i) the sales  market,  in  which  media  buying
   agencies act as suppliers of MBS to final customers (advertisers); and (ii) the  procurement  market,  in  which  media  buying  agencies  buy
   (usually on behalf of their clients) advertising time or space in the media from media owners (for example TV broadcasters, publishing houses,
   radio stations, etc.).[13] The Parties do not  dispute  this  additional  segmentation.  Equally,  none  of  the  respondents  to  the  market
   investigation opposed such a further distinction.

16. The competitive assessment for the present Transaction will therefore be based on separate markets for MBS and MCS,  on  the  one  hand,  and
   within the MBS market, the Commission will further distinguish between the sales and procurement of MBS, on the other hand.

1 Sale of media buying services

    Segmentation by type of service

17. The Commission has investigated whether on the sales-side of the MBS market, an additional segmentation should be made, in  particular  based
   on the type of MBS provided by media buying agencies, such as the development of media placement plans,  strategic  advice  surrounding  media
   placement plans, media buying, etc. The Parties do not consider as relevant any further segmentation on the sales-side of the MBS market.

18. In previous Commission decisions,[14] no such segmentation by type of MBS was considered. Respondents to the  market  investigation  did  not
   provide any evidence that would justify a further distinction on the sales-side market of MBS. Even though  some  competitors  mentioned  that
   certain advertisers may want to keep separate the strategic planning from the buying and split them between different agencies,  the  majority
   of competitors indicated that the most common offered service includes all MBS.[15] Likewise, the majority of customers  confirmed  that  they
   generally purchase these services together as the combined scope of services is more efficient and allows for a more coherent  media  strategy
   as well as for optimised costs.[16]

19. In light of the above, the Commission considers that no additional segmentation by type of service within the sales-side of  the  MBS  market
   should be made for the purpose of assessing the present Transaction.

    Segmentation by type of media

20. The Commission considered in previous decisions that the market for the sale of MBS should not be further segmented according  to  the  media
   in question, because media buying agencies are not specialised in one media segment, but normally  carry  out  MBS  for  all  media  channels.
   Additionally, most advertisers buy multiple types of media and want central coordination and oversight of their media planning.[17]

21. The Parties submit that this conclusion is still valid and that the sales-side of the MBS market should not be further segmented by  type  of
   media, in particular for the following reasons. First, from a demand-side perspective, most advertisers buy multiple media types as they  need
   to interact on a cross-channel basis with consumers whose media consumption is increasingly diverse and fragmented. This  feature  of  MBS  is
   also evidenced by the fact that an overwhelming majority of MBS pitches require media agencies to buy on all types of media channels.  Second,
   from a supply-side perspective, with the exception of the agencies that only buy digital advertising space,  media  buying  agencies  are  not
   compartmentalised across media channels. Third, the Parties consider that the growth of the Internet has neither changed the nature of  demand
   for MBS, nor the manner in which these services are supplied and, thus, does not warrant segmentation by type of media in  the  sales-side  of
   MBS or for digital services in particular.

22. Respondents to the market investigation indicated that it would be appropriate not to segment by type of media within the sales-side  of  the
   MBS market. While some MBS may focus on a specific media channel such as the Internet, the majority of media buying agencies  do  not  usually
   specialise in selling MBS to advertisers for specific types of media.[18] A majority of customers also suggested that they usually purchase  a
   range of MBS covering more than one media channel,[19] which allow them to reach their final consumer target, and that they usually  look  for
   MBS suppliers that are able to provide services with respect to all types of media.[20]  This  is  a  separate  question  to  whether  for  an
   advertiser the placement of an online advertisement is substitutable with the placement of an advertisement on other offline  media  channels.
   This question does not need to be answered in the present Decision since advertisers will typically seek to buy from  an  MBS  agency  a  full
   package of complementary services covering several (online and offline) media  channels  and  including  advice  on  how  best  to  distribute
   advertisement space over these different media channels. MBS agencies offer such packaged solutions.

23. In light of the above, the Commission considers that no additional segmentation by type of media within the  sales-side  of  the  MBS  market
   should be made for the purpose of assessing the present Transaction.

   Segmentation by type of sector

24. In previous Commission decisions, no further segmentation by type of sector within the sales-side of  the  MBS  market  was  considered.  The
   Parties do not consider relevant any further segmentation on the sales-side of the MBS market.

25. Respondents to the market investigation suggested that no such segmentation by type of sector should be made.  Even  though  certain  sectors
   are governed by rules that may require specific knowledge by the MBS supplier, such as healthcare or  alcoholic  beverages,  the  majority  of
   respondents to the market investigation did not consider that such sectors have specific requirements that only certain media buying  agencies
   can address.[21]

26. In light of the above, the Commission considers that no additional segmentation by type of sector within the sales-side  of  the  MBS  market
   should be made for the purpose of assessing the present Transaction.

   Segmentation by size of account

27. The Commission has previously considered whether the sales-side of the MBS market, MBS should be further segmented into: (i) large-scale  MBS
   for large advertisers, that is to say advertisers that pursue mostly extensive and  costly  nation-wide  advertising  campaigns  ("large-scale
   media buying") and (ii) small-scale MBS for small advertisers pursuing predominantly local/regional advertising campaigns ("small-scale  media
   buying").[22] However, the Commission did not retain this possible segmentation except in Germany, where only large agencies belonging to  one
   of the international networks were viewed as being capable of providing MBS to large-scale advertisers.[23]

28. The Parties contest any possible segmentation, including in Germany, on the basis that the same group of media buying  agencies  compete  for
   "large-scale" and "small-scale" accounts. The Parties explain that, on the one hand, independent agencies compete  with  international  groups
   for large accounts and, on the other hand, international groups do not only compete for large accounts, but also for smaller ones.

29. Responses to the market investigation differed with regard to a possible segmentation by size of account within the  sales-side  of  the  MBS
   market. On the one hand, a majority of competitors considered that not every media buying agency active in MBS can be selected by  large-scale
   advertisers, as larger MBS agencies may be able to offer larger scale  services  that  smaller  agencies  may  not.[24]  On  the  other  hand,
   competitors indicated, in the majority of cases, that their respective media buying agencies can be selected by any advertiser, no matter  its
   size.[25] Furthermore, a majority of customers pointed to the fact that large-scale advertisers require MBS  agencies  that  have  large-scale
   capabilities, a broad geographic presence, and are able to build up the skills and knowledge, and manage  the  complexities  of  the  required
   services.[26]

30. In any event, for the purposes of the present Decision, it is not necessary to conclude on whether the market for the sales of MBS should  be
   further segmented between small-scale and large-scale media buying as the Transaction does not raise  serious  doubts  even  considering  that
   large-scale advertisers may have specific requirements.

   Segmentation depending on the inclusion/exclusion of direct sales

31. The Commission also investigated whether direct sales are part of the same market as MBS and whether an  additional  segmentation  should  be
   considered. The direct sales represent the media purchased directly by advertisers from media  owners  rather  than  through  a  media  buying
   agency.[27]

32. The Parties see no basis to exclude direct sales from the market size and disagree with any such exclusion because  direct  purchasing  is  a
   competitive constraint on media buying agencies. The higher the level of direct buying in  a  given  country,  the  more  media  agencies  are
   constrained by the threat of advertisers bypassing their services  and  dealing  directly  with  media  owners,  and,  in  all  events,  major
   advertisers especially have as good an opportunity as media buying agencies to acquire the human talent necessary to satisfy their MBS needs.

33. Responses to the market investigation differed regarding such an additional segmentation. In particular, the replies of customers were  mixed
   regarding whether they would switch to buying directly from media  owners  if  prices  of  MBS  agencies  were  to  increase  by  5-10%  post-
   Transaction.[28] However, a majority of media owners explained that they sell advertising time and/or space directly to advertisers.[29]

34. Moreover, the Commission considers that in two EEA countries where the  Parties'  activities  overlap  (Sweden  and  Denmark),  direct  sales
   represent a high percentage of total media buying sales of media owners (on average 50-55% and 55-60% respectively), and would likely exercise
   a significant competition constraint on advertisers. In the other countries where the Parties' activities overlap, the ratio of  direct  sales
   against total media buying sales is significantly lower.

35. In any event, for the purposes of the present Decision, it is not necessary to conclude on whether direct sales belong  to  the  same  market
   for MBS in some or all EEA countries where the Parties' activities overlap, except in Sweden and Denmark, as the Transaction  does  not  raise
   serious doubts under any alternative product market definition. The extent to which the threat of actual or prospective advertisers opting  to
   bypass the services of a media buying agency may act as a competitive constraint on  the  media  buying  agencies  will  be  assessed  in  the
   competitive analysis. For Sweden and Denmark however, direct sales, given their magnitude, have to be included in the MBS markets.

   Conclusion

36. In light of the above, the Commission’s competitive assessment will be based on a broader market for the sale of MBS encompassing  all  types
   of MBS services, all media channels, all types of sectors, and will also take into consideration  the  specific  requirements  of  small-scale
   versus large-scale media buying, as well as including and excluding direct sales depending on the countries.

2 Procurement of media buying services

   Segmentation by type of media

37. In past decisions, the Commission has considered[30] a segmentation of MBS on the procurement-side of  the  MBS  market  based  on  different
   types of media and concluded that different procurement markets for TV and print should  be  defined,  due  to  the  general  lack  of  demand
   substitutability between different types of media and the fact that media owners could not switch from one type of media to the other  without
   substantial investment and know-how. Additionally, the Commission left open the question whether a further segmentation  is  necessary  within
   the procurement market for a specific type of media.[31]

38. While the Parties generally concur with the Commission's previous findings, they consider, however, with  respect  to  the  Internet  channel
   which has considerably developed since WPP/Grey, that from the point of view of advertisers, there is a  certain  degree  of  substitutability
   between the procurement of advertising space online and in other media (in particular print). Moreover, the Parties argue  that  as  newspaper
   and magazine publishers can easily launch digital editions of their publications, there is also a certain degree of  supply-side  substitution
   between the two. In any event, the Parties submit that for the purpose of assessing the present Transaction it can be left  open  whether  the
   procurement of online advertising space constitutes a separate market. Finally,  the  Parties  reject  any  further  segmentation  within  the
   procurement markets between TV, print and online/mobile.

39. Responses to the market investigation differed with regard to a possible segmentation by type of media within  the  procurement-side  of  the
   MBS market. On the one hand, a majority of media owners considered that the traditional delineation between various types of media is becoming
   increasingly blurred, because media owners compete with other media owners in order to provide the best product for the advertisers' campaigns
   and because media channels are to some extent substitutable.[32]

40. On the other hand, a majority of customers indicated that the different media segments are in general not substitutable with respect  to  the
   type of advertising they offer.[33] The degree of flexibility across media channels depends to a large extent on the individual advertiser and
   the specific target groups to be reached. All types of media have specific characteristics in relation to the  effects  of  advertisement.  In
   that regard, a majority of customers and competitors that responded to the market investigation indicated that  depending  on  the  needs  and
   media strategy of advertisers, there may be one or several "must-have" media channels to promote advertisers' products or services, which  are
   not substitutable with other media channels.[34]

41. In any event, for the purposes of the present Decision, it is not necessary to conclude on whether the procurement side  of  the  MBS  market
   should be further segmented by type of media as the Transaction does not raise serious doubts under any alternative product market definition.

   Segmentation by size of account

42. The Commission has previously considered a further segmentation of the different MBS procurement media segments into small-scale  and  large-
   scale clients, but concluded that such distinction would be artificial.[35] The Parties agree with the Commission’s past approach and  support
   the lack of segmentation by size of client.

43. In the present case, respondents to the market investigation did not bring forward any conclusive evidence indicating that such  segmentation
   should be made.

44. In light of the above, the Commission considers that no additional segmentation by size of account within the  procurement-side  of  the  MBS
   market should be made in order to assess the present Transaction.

   Segmentation depending on the inclusion/exclusion of direct sales

45. The Commission has also investigated whether direct sales should be included on the procurement  side  of  the  MBS  market  and  whether  an
   additional segmentation should be considered.[36]

46. The Parties disagree to any exclusion of direct sales.  They  consider  that  direct  purchasing  by  advertisers  represents  a  competitive
   constraint on media buying agencies.

47. Responses to the market investigation differed regarding such an additional segmentation. In particular, the replies of customers were  mixed
   regarding whether they would switch to buying directly from media  owners  if  prices  of  MBS  agencies  were  to  increase  by  5-10%  post-
   Transaction.[37] However, a majority of media owners explained that they sell advertising time and/or space directly to advertisers.[38]

48. For the purposes of the present Decision, it is not necessary to conclude on whether direct sales belong to the same market for  MBS  on  all
   EEA countries where the Parties' activities overlap (except for Sweden and Denmark, given their important size of direct sales  in  these  two
   countries), as the Transaction does not raise serious doubts under any alternative product market definition. The extent to which  the  threat
   of actual or prospective advertisers opting to bypass the services of a MBS agency may act as a competitive constraint  on  the  media  buying
   agencies will be assessed in the competitive analysis.

49. For Sweden and Denmark, direct sales, given their magnitude, have to be included in the MBS markets for all media  channels,  except  for  TV
   and outdoor in Sweden, and TV in Denmark. This is because, different from the average percentage at country level, the level of  direct  sales
   is low for TV (6%) and outdoor (16%) in Sweden, and for TV (1%) in Denmark.[39]

   Conclusion

50. In light of the above, the Commission’s assessment of the Transaction will be based on the market for  procurement  of  MBS  segmented  along
   different types of media, as well as including and excluding direct sales depending on the countries and media channels.

2 Geographic market

1 Sale of media buying services

51. The Commission considered in previous cases[40] that the market for the sale of MBS were national in scope. This conclusion was  based  inter
   alia on the fact that media buying agencies need to gather locally the necessary knowledge of customer patterns with regard to different media
   channels and of the differing national regulatory frameworks. In addition, the Commission also noted the tendency of the national markets  for
   the sale of MBS to become wider in scope, at least with regard to multinational firms advertising in  different  countries.  However,  it  was
   concluded at that time that the tendency was not developed enough to justify wider markets,  in  particular  due  to  the  limited  number  of
   multinational advertisers having a global strategy for media buying as well as acknowledgement  by  those  multinational  advertisers  of  the
   necessity for local presence.[41]

52. The Parties concur with the Commission's previous conclusions and submit that the necessity of a local presence remains  a  key  element  for
   the sale of MBS. First, it is essential to master the national language when negotiating with media buyers, who  are  mostly  organised  on  a
   national basis. Second, local knowledge is needed to adapt an advertiser’s media strategy to differing media consumption  trends  and  habits.
   Third, even though only high-level strategies and ideas may be defined on an international basis, the most  important  part  of  the  services
   offered by MBS agencies is still performed on a national basis.

53. In addition, the Parties reject any additional segmentation of MBS into markets that would be narrower than national, as most  campaigns  are
   national in scope, and most media channels cover the whole territory of a country.

54. Responses to the market investigation differed with regard to the geographic scope of the sales-side of the market for MBS. On the one  hand,
   a majority of customers indicated that, in many cases, their contracts with MBS suppliers have in a large proportion a national dimension.[42]
   On the other hand, a majority of competitors considered that many advertisers have a global media strategy and customise  the  experience  for
   geographic and national considerations. Moreover, a number of competitors noted the rise of digital media and the appearance of  large  global
   digital groups, which allows global or regional negotiations and buying.[43]

55. In any event, for the purposes of the present Decision, it is not necessary to conclude on whether the sales  side  of  the  market  for  MBS
   should be national or wider than national (EEA-wide) because the Transaction does not raise serious doubts under  any  alternative  geographic
   market definition.

2 Procurement of media buying services

56. In WPP/Grey, the Commission considered that the procurement market for MBS was national in scope, notably  due  to  the  fact  that  as  most
   advertisers and media buying agencies need to advertise in the national media, they require their media buying agencies to  purchase  time  or
   space with national TV broadcasters or publishers.[44] Furthermore, the Commission considered in Google/DoubleClick that the market for online
   advertising space could be EEA-wide in scope from a technical point of view, but concluded that this market is to be considered  as  segmented
   alongside national or linguistic borders within the EEA.[45]

57. The Parties do not contest such an approach and submit that advertising is directed to the area where media owners have their main  audience.
   As media advertising is intrinsically linked to media broadcasting, and  media  broadcasting  is  national,  negotiations  for  media  owners’
   advertising inventory take place at national level.

58. The view of the Parties was supported by the market investigation, as the majority of respondents indicated that the market  for  procurement
   of advertising time and/or space is national in scope.[46]

59. In light of the above, for the purposes of the present Decision, the Commission considers that  the  procurement  side  of  the  MBS  market,
   segmented along different types of media, in each of the EEA countries where the Parties operate, is national.

2 Marketing and Communication Services

1 Product market

60. In WPP/Grey, the Commission considered that the relevant product market for  the  provision  of  MCS  encompasses  an  array  of  disciplines
   including advertising, insight and consultancy, public relations, consumer relationship management/direct  marketing/event  management,  brand
   identity and design and other areas of specialist communications.[47]

   Segmentation by type of service

61. The Commission considered in past decisions that all MCS belonged to the same relevant market and that a further segmentation would not  have
   reflected the way in which these disciplines were demanded and offered.[48] The Commission also considered that the types of  MCS  represented
   different methods for a business to communicate with a group of people, be they consumers/customers, the  press,  industry,  other  companies,
   government and other regulatory bodies and that all these disciplines were substitutable to a sufficient extent and that  most  agencies  were
   able to offer all type of disciplines.

62. The Parties submit that the Commission's previous conclusions should be upheld.[49] First, both  large  international  network  and  country-
   specific independent agencies tend to offer the full range of disciplines to clients to create and deliver a  coherent  and  consistent  brand
   message across different media channels. Few agencies choose to specialise in one particular MCS discipline and even those that do are  likely
   in practice to provide more than one MCS discipline.

63. Second, although customers may purchase single disciplines from different providers for  specific  projects,  they  expect  and  demand  that
   agencies provide services across all or most types of MCS disciplines.

64. Third, segmentation by type of MCS discipline is meaningless in light of the significant blurring of the lines between different  disciplines
   brought about in recent years by the increased use of digital resources.[50]

65. In general, respondents to the market investigation indicated that the different MCS disciplines are substitutable both from the  supply  and
   demand side perspective.[51]

66. Although small independent agencies may specialise in a given MCS discipline, a majority of respondents to the market  investigation  pointed
   out that a majority of agencies aim to provide an integrated offer to customers.  Likewise,  a  majority  of  customers  indicated  that  they
   purchase a variety of MCS disciplines to achieve the same goal of communicating with a group of people.

67. The Commission is of the view that MCS disciplines may be purchased on a stand-alone basis for  a  given  project  or  as  part  of  a  wider
   strategy or campaign. Furthermore, customers may instruct either individual agencies or a number of agencies. This  indicates  that  different
   MCS discipline and types of agencies could be used to design a creative message for a campaign and that  fully-fledged  and  more  specialised
   agencies compete with each other for the provision of these disciplines.

68. Even if one competitor that replied to the market investigation referred to a possible separation of public relation ("PR")  from  other  MCS
   disciplines, no one else raised the issue regarding the need to consider a segmentation for PR, as such disciplines are not  usually  provided
   on a stand-alone basis, but rather are offered by large agencies alongside a wide range of other MCS disciplines.[52]

69. In light of the above, the Commission concludes that all MCS disciplines are part of the same market, since the different types  of  MCS  are
   substitutable to a sufficient extent, and most agencies offer all or most MCS disciplines to their customers.

   Segmentation by type of media

70. The Commission has previously left open whether it would be appropriate to segment MCS by media channel.[53]

71. The Parties consider that a further segmentation by media channel (including the Internet) would be artificial.  First,  from  a  demand-side
   perspective, advertisers purchase MCS irrespective of the media channel where the message or the advertising campaign will be placed, as  they
   are interested in targeting a broad audience and in conveying a coherent and consistent message across all media.

72. Second, from a supply-side point of view, agencies create messages and  insights  with  a  multi-channel  approach,  without  focusing  on  a
   specific type of media.

73. Third, traditional advertising can easily be adapted for on-line publication. In  that  respect,  there  are  no  barriers  to  entry  for  a
   traditional agency to create advertising for online distribution. Pure digital MCS agencies compete thus with traditional players.

74. A majority of respondents to the market investigation indicated that MCS are provided through all types of media, including the Internet.  In
   particular, several respondents indicated that agencies are expected to deliver consistency and recognise interconnectivity between  different
   channels and thus are not requested to provide a service tailored according to media type. In addition, media channels are seen  as  different
   ways to convey a message and to reach different targeted audiences.[54] This question of whether MCS should be segmented by media channel is a
   different one to whether for an advertiser the placement of an online advertisement is substitutable with the placement of an advertisement on
   an offline media channel. This latter question does not need to be answered in the present Decision.

75. In light of the above, the Commission concludes that no additional segmentation of the  MCS  market  by  type  of  media  is  necessary  when
   assessing the present Transaction.

   Segmentation by type of sector

76. In past decisions[55], the Commission has investigated whether a separate market for the provision of specialist communications advice,  such
   as to the healthcare sector, exists.

77. The Parties acknowledge that while certain sectors present specificities, these are insufficient to justify a  further  segmentation  of  the
   market. The Parties refer in support of their submission to the healthcare sector. On the one hand, the communication of messages about  drugs
   and medical products is strictly limited as regards the content and the audience that can be targeted, with the result that agencies prefer to
   organise their MCS activities in the healthcare sector separately. On the other hand, the MCS skills and tools in this sector are the same  as
   those necessary to carry out MCS in non-regulated sectors.

78. While a minority of respondents to the market investigation pointed out that certain sectors, such as healthcare,  requires  specialised  MCS
   agencies, a majority of respondents considered that their sectors of activity do not require specific knowledge, expertise, skills  and  tools
   that only certain MCS agencies can address.[56]

79. In light of the above, the Commission concludes that no additional segmentation of the MCS  market  by  type  of  sector  is  necessary  when
   assessing the present Transaction.

   Segmentation by size of account

80. In past decisions[57], the Commission left open whether large-scale customers that develop international budget and  campaigns  constitute  a
   distinct market. On the one hand, the Commission noted that the supply of international MCS may require specific implementation needs that are
   not necessary for the provision of MCS at national level and that can be successfully offered only by large-scale MCS agencies. On  the  other
   hand, the evidence the Commission gathered was insufficient to support the definition of a distinct market for the provision of  international
   MCS.

81. The issue was not meaningfully addressed by the Parties in their submissions.

82. Even though certain respondents pointed out that only large-scale agencies may be appointed by multi-national  customers  to  deliver  global
   campaigns, as they are the only ones able to offer the required scale of resources and network to ensure implementation of the campaign across
   different countries, a majority of respondents to the market investigation indicated that the  supply  of  international  MCS  should  not  be
   considered as a distinct market. In particular, these respondents indicated that any agency  can  be  selected  by  large-scale  customers  as
   advertising services mostly depend on creativity which can also be provided by a small agency.[58]

83. In light of the above, the Commission concludes that no additional segmentation of the MCS market  by  size  of  account  is  necessary  when
   assessing the present Transaction. The specific needs of large,  multinational,  customers  will,  however,  be  taken  into  account  in  the
   assessment of the Transaction.

2 Geographic market

84. In WPP/ Grey, the Commission considered that the market for MCS was national in scope, even with regard to large,  multinational,  customers,
   because of language differences, different media conditions, pricing differences  between  countries  and  the  need  to  inform  the  public,
   government or other institutions and therefore plan a campaign on a national basis.[59]

85. The Parties submit that the Commission's conclusions in WPP/Grey are  still  valid,  even  with  reference  to  multinational  customers,  as
   campaigns continue to be designed mostly on a national basis.

86. Even if a majority of the respondents to the market investigation did not express a view on whether the conclusions  drawn  in  WPP/Grey  are
   still valid today, a majority of the customers that expressed their opinion replied affirmatively, whereas answers  were  more  nuanced  among
   competitors. In particular, competitors acknowledged that MCS contracts are mostly national in scope, while referring to  a  tendency  towards
   globalisation, especially in relation to customers with an international footprint. However, a majority  of  the  respondents  to  the  market
   investigation stated that MCS contracts have mostly national coverage.[60]

87. Given the still high percentage of national coverage of MCS contracts, the Commission takes the view that the conclusion  drawn  in  WPP/Grey
   are still valid, and the MCS markets are national in scope.

   Conclusion

88. In light of the above, the competitive assessment of the Transaction will be based on the provision of MCS in  each  EEA  country  where  the
   Parties are present.

3 Sale of advertising space in cinemas

1 Product market

89. The Commission has so far never considered whether the sale of cinema advertising constitutes a separate market or should  be  considered  as
   part of the global market for the sale of advertising space in all media.

90. However, in past decisions relating to other media channels, the Commission has considered that the supply of advertising space and  time  in
   certain media channels, such as TV, outdoor and radio, could be considered as a separate product market. In  particular,  the  Commission  has
   considered as a separate market the market of advertising space on TV, while it has left open the exact market definition in relation  to  the
   provision of advertising space for outdoor and radio.[61]

91. The Parties consider that the exact scope of the relevant product market can be left open in this case, as the  Transaction  does  not  raise
   any serious doubts under any possible market definition.

92. For the purpose of the present Decision, the Commission agrees that the exact scope of the relevant product market can be left  open  because
   the Transaction does not raise serious doubts under any possible market definition.

2 Geographic market

93. The Commission has considered in previous decisions[62] that the procurement side of the MBS market, which is  a  downstream  market  of  the
   market for the sale of advertising space or time, is national in scope, as most advertisers and media buying agencies need to advertise in the
   national media.

94. The Parties have not expressed any specific view on the possible geographic scope of the relevant market beyond the statements  it  has  made
   regarding the national dimension of procurement markets, where negotiations for the advertising  inventory  of  media  owners  take  place  at
   national level (see Section IV.1.1.2.2).

95. In light of the above, the Commission concludes that the markets for the sale of advertising space in cinema are also national in scope.

2 Methodologies for estimating market shares for Media Buying Services

96. The Commission will first present the methodologies proposed by the Parties on of the sales and procurement sides for  estimating  the  total
   MBS market size and the Parties' and their competitor's market shares (Section IV.2.1). The Commission will then conduct its own assessment of
   the Parties' proposed methodologies (Section IV.2.2).

1 Methodologies Proposed by the Parties

1 Sales Side

1 Estimates of market size and market shares of the Parties

97. The Parties have provided estimated market sizes for the MBS markets in the EEA countries where the activities of the  Parties  overlap  from
   industry reports that cover these countries, such as the ZenithOptimedia Advertising Expenditure Forecasts for  2012  released  in  June  (the
   "ZenithOptimedia report")[63], the World Advertising Research Center 2012 Reports released on 9 September 2013 (the  "WARC  report")[64],  the
   Group M report "This Year, Next Year"[65] (the "Group M report") and other national reports.

98. As to the calculation of their own market shares, the Parties have primarily used their own revenues and the market  size  estimated  in  the
   ZenithOptimedia and the WARC reports. According to the Parties, these two reports are reliable benchmarks for total market size estimates, and
   the market shares estimated using either source are broadly consistent – see sub-section (a) below. In addition, the other sources  which  the
   Parties have used will be described in sub-section (b) below.

   (a)      The ZenithOptimedia report and the WARC report

99. The ZenithOptimedia report includes annual reports estimating advertising expenditure by country and is produced  by  ZenithOptimedia,  which
   belongs to the Publicis Group. The ZenithOptimedia  report  excludes  agency  commissions  and  seeks  to  estimate  the  net  cost  of  media
   purchasing.[66] It relies both on surveys of advertisers,  agencies  and  media  owners,  and  on  data  containing  advertising  volumes  and
   advertising rate cards.

100. The Parties have used the WARC report as an alternative source for estimating the total market  size.  WARC  collects  data  on  advertising
   expenditure in the same way as ZenithOptimedia, primarily through an annual survey.

101. The main difference between the two methodologies used for producing the two reports is that the WARC report  seeks  to  incorporate  agency
   commissions and fees whereas the ZenithOptimedia report seeks to exclude them.

102. For the purpose of estimating their own market shares, the Parties have used their own revenues in two  different  manners  for  consistency
   with the methodologies used by the ZenithOptimedia report and the WARC report respectively: (i) when using the  ZenithOptimedia  market  size,
   they divided their media purchase costs by the ZenithOptimedia report market size (that is to say they excluded their own fees and commissions
   from their total revenues); and (ii) when using the WARC report market size, they divided their total revenues by the WARC report market  size
   (that is to say they included their agency fees and commissions).[67] The Parties did so in order to allow the Commission  to  verify  whether
   the inclusion of agency commissions and fees would materially change the Parties’ market share estimates.

103. The Parties submit that their own market shares using media purchase costs and the total market size from  the  ZenithOptimedia  report  are
   close to their shares using total revenues and the total market size from the WARC report. The market size estimates in the  WARC  report  are
   similar to the market size estimates in the ZenithOptimedia report, although typically  slightly  higher,  which  is  likely  because  of  the
   inclusion of agency commissions and fees. The Parties further submit that no adjustment to the WARC report estimated market size is  necessary
   as was done at the time of the WPP/Grey decision[68] which mentioned that the WARC report’s estimates of the total size  of  the  market  were
   based on rate cards, and did not take into account discounts granted by media vendors. This implied that, at that time, the WARC  report  data
   over-estimated the total size of the market and thus needed to be scaled down to account for discounts granted by media vendors.  The  Parties
   explain that today, the WARC report as used by the Parties indicates that, for all EEA countries, data  taking  into  account  the  discounts.
   Therefore, the WARC report is sufficiently reliable as such and there is no need to “scale down” WARC-produced data.[69]

(b)   Other sources for estimating the market size and the Parties' market shares

104. The Parties have also provided other sources for estimating the MBS market size in the overlap EEA countries.

105. In particular, the Parties have provided the Group M report which estimates media expenditures per country. Group M is  WPP's  media  buying
   organisation. In addition, the Parties have provided advertising expenditure estimations by  Nielsen  in  all  EEA  countries  where,  to  the
   Parties’ best knowledge, such estimations, exist, albeit even partially.[70] In certain EEA countries, the Parties  have  provided  the  total
   market size as estimated by national local sources such as IREP Communication and Kantar in France or Infoadex in Spain.

106. The Parties have provided the market size as estimated in the reports of the Research Company Evaluating the Media Agency Industry  (RECMA),
   namely the Overall Activity Ranking reports (the "RECMA reports").[71]

107. As regards the calculation of their own market shares, the Parties have provided  three  additional  methodologies:  (i)  the  Parties  have
   divided their media purchase costs by the total market size calculated in the Group M report[72]; (ii) they have calculated their  own  market
   shares by using their actual revenues and the total market size as estimated in the RECMA reports; and (iii) they  have  provided  the  market
   shares as estimated in the RECMA reports (that is to say without calculating their shares on the basis of their real revenues).

108. However, according to the Parties, the RECMA reports suffer from several important shortcomings. First, the  RECMA  reports  focus  only  on
   larger agencies and do not take into account direct sales, thus excluding part of demand, which introduces  a  downwards  bias  in  the  RECMA
   reports' total demand. Second, as of its 2013 reports, RECMA no longer reports buying billings; instead, it reports a measure it refers to  as
   "Overall Activity". This measure includes several categories of services in addition to media buying and planning, including digital services,
   diversified services and international account coordination. This introduces an upwards bias into the Overall Activity when  considered  as  a
   measure of MBS demand size. Third, the Parties know from their actual data that the RECMA reports  considerably  overstate  the  Parties’  own
   activity in many EEA countries. Fourth, in Bulgaria, Estonia, Finland, Ireland and Slovakia, RECMA allocates  billings  to  the  Parties  from
   entities that are not controlled by them. Such overestimation is likely to affect all agencies covered by the RECMA reports but the Parties do
   not know the degree of the overestimation of their competitors’ activity. Fifth, the RECMA reports are only used by  the  industry  to  assess
   relative rankings of agencies rather than demand size or market shares.

109. The Parties believe that all these shortcomings prevent the RECMA reports from being a reliable estimate of total market size and  of  their
   own market shares.

2 Competitors' market share estimates

110. The Parties submit that neither the ZenithOptimedia report, nor the WARC report provide data broken down by  competitor,  so  these  sources
   cannot be used to estimate market shares of their competitors.

111. The Parties submit that the RECMA reports are the only data source that provide billings  estimates  for  large  international  groups,  and
   provide the Parties with at least some means to estimate the shares of competitors. While some  information  on  competitor  rankings  can  be
   deduced from the RECMA reports[73], the Parties explain that there are several important shortcomings with the RECMA reports. First, the RECMA
   reports focus on large global groups and ignore most independent media buyers. Second, RECMA  limits  research  to  large  accounts  (above  a
   certain threshold which varies by country, typically EUR 1 000 000). Third, the RECMA reports do not include direct media purchasing performed
   in-house by advertisers. Fourth, RECMA relies on data and assumptions which, according to the Parties,  are  not  robust  –  for  example,  it
   assumes that purchasers pay full advertising rate card rates to build up gross billings activity  and  does  not  adequately  adjust  for  the
   discounts which are achieved in reality. As a result, RECMA grossly overestimates the billings and shares of the  major  global  networks.[74]
   Such overestimation of global network activity comes at the expense of the many independent media buying agencies that are not  accounted  for
   in the RECMA reports and which compete vigorously with the Parties for major MBS accounts.

112. To adjust for the fact that the RECMA reports overstate the gross billing activities of  international  groups,  the  Parties  attempted  to
   estimate the size of media buying activity that was not accounted for in the RECMA reports, which includes independent media buyers and direct
   media purchases. The remainder of the ZenithOptimedia-estimated market size was allocated among the competitors tracked by the  RECMA  reports
   in the same proportion to one another as in the RECMA reports.

2 Procurement side

113. The Parties have provided estimated shares of media purchases by media channel following the same methodology as for MBS sales, using  their
   own media purchases by channel and the market size estimated in the ZenithOptimedia report, which is  also  available  by  media  channel.  In
   addition, the Parties have also provided estimates of the share of the Internet channel within the 2012 total advertising expenditures at  the
   EEA-level as provided by the ZenithOptimedia report.

114. The Parties have not estimated their combined market shares on each media channel excluding direct sales, except  for  Denmark  and  Sweden,
   due to the specifics of these countries (see Section IV.2.2.2.).

115. The Parties have been unable to provide market shares of competitors on each media channel. They  explained  that  the  only  relevant  data
   source that provides billing estimates for competitors is the RECMA reports which however, do not provide any information  by  media  channel.
   The Parties have further explained that they do not know the actual MBS revenues, media purchase costs and billings of their  competitors  and
   that therefore they have no data to split these by media channel.

2 Commission's assessment

1 Sales side: Market size and market shares (for the Parties and their competitors)

116. The Commission has conducted an in-depth assessment of the methodologies used by the Parties to assess their own market shares  and  to  the
   extent possible the market shares of their competitors. The Commission engaged with the main MBS competitors of the Parties in order  to  test
   the methodologies relied on by the Parties. In addition, the Commission has sought  to  obtain  MBS  revenue  information  from  the  Parties'
   competitors.

   (a)      Market size and market shares of the Parties

117. The main competitors of the Parties were first asked whether the methodologies used by  the  Parties  to  calculate  the  Parties'  combined
   market shares (using the ZenithOptimedia report and the WARC report) was appropriate and, if  not,  whether  they  could  suggest  alternative
   methodologies to the ones proposed by the Parties.

118. The main competitors of the Parties considered that the Parties' proposed methodologies for estimating the total market size were  generally
   reasonable. Competitors also cited other sources for estimating the total market size, which the  Parties  provided  to  the  Commission  (see
   Section IV.2.1 above).

119. The Commission notes that when comparing the total market sizes estimated in the various  sources  provided  by  the  Parties[75],  in  most
   countries, the smallest market size is estimated in the ZenithOptimedia report, the WARC report or the Group M report. For the  EEA  countries
   in which this is not the case, the difference in the estimated market size does not lead to any material differences in  the  combined  market
   shares of the Parties.[76]

120. As a result, the Commission considers that a comparison of the Parties' combined market shares on the basis of these three  sources  appears
   reasonable. Table 1 below provides the overview of the Parties' combined market shares on the MBS sales market based on  the  market  size  as
   estimated in each of the ZenithOptimedia, WARC, and Group M reports:

      Table 1: Overview of Parties’ combined share on the MBS market[77]
|Country                   |Zenith                |WARC                      |Group M           |
|                          |Optimedia             |                          |                  |
|Austria                   |[5-10]%               |[5-10]%                   |[5-10]%           |
|Belgium                   |[5-10]%               |[10-20]%                  |[10-20]%          |
|Croatia                   |[0-5]%                |[10-20]%                  |[10-20]%          |
|Czech Rep                 |[20-30]%              |N/A[78]                   |[20-30]%          |
|Denmark                   |[10-20]%              |[10-20]%                  |[10-20]%          |
|France                    |[20-30]%              |[10-20]%                  |[10-20]%          |
|Germany                   |[10-20]%              |[10-20]%                  |[10-20]%          |
|Greece                    |[5-10]%               |[10-20]%                  |[5-10]%           |
|Hungary                   |[10-20]%              |[10-20]%                  |[20-30]%          |
|Ireland                   |[10-20]%              |[5-10]%                   |[10-20]%          |
|Italy                     |[20-30]%              |[10-20]%                  |[10-20]%          |
|Latvia                    |[20-30]%              |[20-30]%                  |[20-30]%          |
|Lithuania                 |[10-20]%              |[20-30]%                  |[10-20]%          |
|Netherlands               |[5-10]%               |[10-20]%                  |[5-10]%           |
|Poland                    |[30-40]%              |[30-40]%                  |[20-30]%          |
|Portugal                  |[20-30]%              |[5-10]%                   |[20-30]%          |
|Romania                   |[30-40]%              |[30-40]%                  |[30-40]%          |
|Slovenia                  |[0-5]%                |[5-10]%                   |[10-20]%          |
|Spain                     |[20-30]%              |[20-30]%                  |[10-20]%          |
|Sweden                    |[10-20]%              |[10-20]%                  |[10-20]%          |
|United Kingdom[79]        |[20-30]%              |[10-20]%                  |[20-30]%          |
|Norway                    |[10-20]%              |[10-20]%                  |[10-20]%          |
|EEA                       |[10-20]%              |[10-20]%                  |[10-20]%          |

      Source: Form CO, Annex 38 (updated for the United Kingdom). All MBS share are based on the latest reports available (ZenithOptimedia, WARC
      and Group M). The Parties are not aware of any events that would materially alter their estimates after the publication of these reports.

121. As can be seen in Table 1, Austria, Croatia, Denmark, Germany, Greece, Ireland, the Netherlands and Sweden are not  affected  markets  under
   any of the three sources on the sales side of the MBS market.

122. Table 1 further shows that if estimated by using the market size in the ZenithOptimedia report in all EEA countries where the activities  of
   the Parties overlap except for Slovenia, the estimated combined market shares of the Parties are either at their highest or not  significantly
   different from the other sources. While the difference in the total market size estimations is also rather high in  Croatia,  the  Transaction
   does not lead to an affected market under any of the three sources. The Commission therefore considers that it is appropriate to  conduct  its
   competitive assessment using market shares of the Parties calculated on the basis of the ZenithOptimedia report in all  EEA  countries  except
   for Slovenia.

123. In Slovenia, the ZenithOptimedia report estimates of the market size are significantly higher than the other two reports, WARC and Group  M,
   leading to an affected market under one methodology. As the Group M report excludes certain types of media and  therefore  underestimates  the
   total market size, the Commission will consider the WARC report for the purpose of assessing the competitive effects on the sales side  market
   for media buying services in Slovenia.

124. The Parties also provided information regarding their combined market shares if direct sales were excluded from the total market size  (that
   is to say media sold directly by media vendors to advertisers, rather than through a media buying agency). Table 2a below shows  the  Parties'
   estimates of the level of direct buying in each EEA country. Using these estimated shares of direct sales, Table 2b shows the  Parties  market
   shares excluding direct sales from the total market size[80]:

         Table 2a: Parties’ estimates of level of direct sales per EEA country
|Country           |% Direct sales      |            |Country             |% Direct sales      |
|Austria           |10 - 15%            |            |Latvia              |10 - 15%            |
|Belgium           |35 - 45%            |            |Lithuania           |5 - 10%             |
|Croatia           |5%                  |            |Netherlands         |20 - 25%            |
|Czech Republic    |20 - 25%            |            |Poland              |5 - 10%             |
|Denmark           |55 - 60%            |            |Portugal            |10 - 15%            |
|France            |5 - 10%             |            |Romania             |10 - 15%            |
|Germany           |5 - 10%             |            |Slovenia            |5 - 10%             |
|Greece            |15 - 20%            |            |Spain               |5 - 10%             |
|Hungary           |20 - 25%            |            |Sweden              |50 - 55%            |
|Ireland           |5 - 10%             |            |United Kingdom      |5 - 10%             |
|Italy             |15 - 20%            |            |Norway              |10 - 15%            |

        Source: Paragraph 346 of the Form CO.

      Table 2b: Parties’ MBS share estimates excluding direct sales
|Country                 |Omnicom                      |Publicis                  |Combined                     |
|Austria                 |[0-5]%                       |[0-5]%                    |[5-10]%                      |
|Belgium                 |[5-10]-[5-10]%               |[5-10]-[5-10]%            |[10-20]-[10-20]%             |
|Croatia (WARC)          |[5-10]%                      |[5-10]%                   |[10-20]%                     |
|Czech Rep               |[10-20]-[10-20]%             |[10-20]-[10-20]%          |[20-30]-[20-30]%             |
|Denmark                 |[10-20]-[20-30]%             |[5-10]-[5-10]%            |[20-30]-[20-30]%             |
|France                  |[5-10]-[5-10]%               |[10-20]-[10-20]%          |[20-30]-[20-30]%             |
|Germany                 |[5-10]-[5-10]%               |[0-5]%                    |[10-20]-[10-20]%             |
|Greece                  |[5-10]%                      |[0-5]%                    |[10-20]%                     |
|Hungary                 |[10-20]%                     |[10-20]-[10-20]%          |[20-30]-[20-30]%             |
|Ireland                 |[5-10]-[5-10]%               |[0-5]%                    |[10-20]-[10-20]%             |
|Italy                   |[10-20]-[10-20]%             |[10-20]-[10-20]%          |[20-30]-[30-40]%             |
|Latvia                  |[10-20]-[10-20]%             |[5-10]%                   |[20-30]-[20-30]%             |
|Lithuania               |[10-20]%                     |[5-10]%                   |[10-20]-[10-20]%             |
|Netherlands             |[5-10]-[5-10]%               |[5-10]-[5-10]%            |[10-20]%                     |
|Poland                  |[10-20]-[10-20]%             |[20-30]-[20-30]%          |[30-40]-[30-40]%             |
|Portugal                |[10-20]-[10-20]%             |[10-20]-[10-20]%          |[20-30]-[20-30]%             |
|Romania                 |[5-10]%                      |[20-30]-[20-30]%          |[30-40]-[30-40]%             |
|Slovenia (WARC)         |[5-10]%                      |[0-5]%                    |[5-10]%                      |
|Spain                   |[5-10]-[5-10]%               |[10-20]-[10-20]%          |[20-30]-[20-30]%             |
|Sweden                  |[10-20]-[10-20]%             |[10-20]-[10-20]%          |[20-30]-[20-30]%             |
|United Kingdom          |[10-20]%                     |[10-20]%                  |[20-30]-[20-30]%             |
|Norway                  |[10-20]%                     |[5-10]%                   |[10-20]-[10-20]%             |
|EEA                     |[5-10]-[5-10]%               |[5-10]%                   |[10-20]-[10-20]%             |

      Source: ZenithOptimedia market size - Annex 14/R30 for all EEA countries except for Croatia and Slovenia for which WARC market size-  Annex
      R25.

125. As can be seen from Table 2b, Austria, Croatia, Germany, Greece, Ireland, the Netherlands and Slovenia are  not  affected  markets  even  if
   direct sales are excluded from the MBS market.

126. According to the Parties, excluding direct sales  would  artificially  increase  the  Parties’  market  shares.  However,  as  explained  in
   paragraphs 48 and 49 above, it is not necessary to decide whether direct sales belong to the same market for MBS in all  EEA  countries  where
   the activities of the Parties overlap (except for Sweden and Denmark, where they have to  be  included  for  reasons  specific  to  these  two
   countries), as the Transaction does not raise any serious doubts under any alternative product market definition.

127. Therefore, the Commission will conduct its competitive assessment on a market including and excluding direct sales  and  will  consider  the
   competitive constraint exercised by direct sales in each country.

(b) Market shares of competitors

128. The Parties' main competitors were also asked whether the Parties' methodology for estimating the market shares of their competitors  (using
   the relative rankings in the RECMA reports) was appropriate, and, if not whether they could suggest an  alternative  methodology  to  the  one
   proposed by the Parties.

129. The Parties' main competitors consulted on the methodology issue responded that they considered the approach proposed by the Parties  to  be
   a suitable starting point for an analysis of market shares on the sale side for the MBS market. Certain of these competitors also stated  that
   they use the market shares estimated in the RECMA reports in the course of their business to gain a better understanding of  the  rankings  of
   the various agencies on the markets. However, certain of these competitors also raised certain shortcomings in the RECMA reports as  described
   by the Parties

130. Table 3 below provides an overview of the Parties' estimates of the market shares of competitors:

Table 3: MBS shares of Parties and competitors, 2012 (%)[81]
|Country                      |Omnicom                      |Publicis                  |Combined                  |
|Austria                      |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Belgium                      |[0-5]%                       |[5-10]-[10-20]%           |[5-10]-[10-20]%           |
|Bulgaria                     |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Croatia                      |[0-5]%                       |[0-5]%                    |[5-10]%                   |
|Cyprus                       |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Czech Rep                    |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Denmark                      |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Estonia                      |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Finland                      |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|France                       |[5-10]%                      |[5-10]%                   |[10-20]%                  |
|Germany                      |[0-5]%                       |[5-10]%                   |[5-10]%                   |
|Greece                       |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Hungary                      |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Ireland                      |[0-5]%                       |[5-10]%                   |[5-10]%                   |
|Italy                        |[0-5]%                       |[0-5]%                    |[5-10]%                   |
|Latvia                       |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Lithuania                    |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Netherlands                  |[0-5]%                       |[5-10]%                   |[5-10]%                   |
|Poland                       |[0-5]%                       |[0-5]%                    |[5-10]%                   |
|Portugal                     |[0-5]%                       |[0-5]%                    |[5-10]%                   |
|Romania                      |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Slovakia                     |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Slovenia                     |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|Spain                        |[0-5]%                       |[0-5]%                    |[5-10]%                   |
|Sweden                       |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|United Kingdom               |[0-5]%                       |[5-10]%                   |[10-20]%                  |
|Norway                       |[0-5]%                       |[0-5]%                    |[0-5]%                    |
|EEA total[90]                |[0-5]%                       |[0-5]%                    |[0-5]%                    |

      Note: this table combine calculations based on the Parties' actual revenues  and  Eurostat  market  size  adjusted  for  MBS  revenues  and
      calculations based on the Parties' actual revenues and Barnes report market size.

131. Table 5 shows that there is no overlap in Bulgaria, Cyprus, Estonia, Ireland,  Latvia,  Lithuania  and  Slovakia.  The  Parties'  activities
   overlap in the following EEA countries: Austria, Belgium, Croatia, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary,  Italy,
   Netherlands, Poland, Portugal, Romania, Slovenia, Spain, Sweden, United Kingdom and Norway. However, under  any  of  the  Parties'  estimates,
   their combined share of MCS is below 15% in all the overlap EEA countries.

3 Conclusion

132. In light of the above, the Commission considers that no affected market for the supply of MCS exist at both national and EEA level.

133. However, given the difficulties in estimating market shares in  the  industry,  the  Commission  has  nonetheless  conducted  a  competitive
   assessment for MCS.

3 Analysis of non-coordinated effects of the transaction

1 Media Buying Services

134. In this section, the Commission will first set out the Parties’ description of the media buying negotiation  process  between,  on  the  one
   hand advertisers and MBS agencies, and on the other hand, MBS agencies and media vendors.

135. The Commission will then present the views of the Parties on the impact of  the  transaction  on  competition  in  the  MBS  market,  before
   finally, assessing the impact of the Transaction on competition on the sales side and procurement side of the MBS market. The Commission  will
   first make a general assessment of arguments that cut across the different EEA countries affected by the  Transaction,  before  undertaking  a
   more detailed analysis on a country per country basis.

1 Parties’ general overview of the media buying negotiation process

136. Timeframe. According to the Parties, when an advertiser has a need for media space, it will typically work with a  media  buying  agency  to
   establish a media buying plan, considering all possible channels. The advertiser and  the  MBS  agency  will  negotiate  the  qualitative  and
   quantitative conditions at which the MBS agency will seek to obtain media space. The media agency will be evaluated based on  its  ability  to
   execute the plan.

137. The MBS agency will suggest to their clients different scenarios depending on media channels, volumes and targeted  audience.  The  contract
   may be between the MBS agency and the media owner or between the media owner and the client.

138. The Parties further submit that while the precise negotiation process between an  MBS  agency  and  media  owners  differs  for  each  media
   channel, it is broadly similar across the various EEA countries. In most EEA countries and for most media channels, media buying is part of an
   annual process. The negotiation usually occurs towards the end of a given year for the following year. The negotiations will typically  result
   in one-year framework agreements that usually govern placement, volume, price and rebates. Although the  majority  of  advertising  is  traded
   during the annual deal round, it can also be purchased during the course of the year through a process of in-year trading.

139. According to the Parties, MBS agencies do not usually purchase advertising time/space in advance.  This  practice,  called  "brokering",  is
   rare.

140. Pricing.  The Parties explain that MBS pricing is based on: (i) fees for the MBS agency;  and  (ii)  the  media  cost.  Fees  are  typically
   calculated by the MBS agency on the basis of a cost approach. The MBS agency  will  consider  the  internal  resources  required  to  staff  a
   particular project, develop a staffing plan, and calculate its labour costs under that staffing plan, and some contribution to overhead and  a
   margin.

141. Regarding TV time and space, three methods are individually or in combination used to sell airtime:

      – Rate cards and  discounts.  Rate  cards  are  published  by  the  TV  channels.  The  MBS  agency  and  its  client  will  negotiate  an
        annual/volume/seasonal discount that applies to each booking. The discount is secured on the basis of share or volume  commitments.  The
        MBS agency then buys airtime using the rate card rates less the negotiated discounts.  Advertisers  are  often  unwilling  to  guarantee
        annual expenditure in advance. For this reason, agreements can include a sliding scale that links volume, or share of volume, to  price.
        Germany, France, the Netherlands and Italy are typical rate card markets.

      – Package: The MBS agency and its client negotiate a cost per Gross Rating Point  (GRP)  with  TV  channels,  including  controls  on  the
        quality of airtime to be provided (for example primetime, off-peak).[91] Media buyers endeavour to deliver a maximum number of GRPs at a
        minimum cost. The media channel compensates for any shortfall in GRP delivery. The rebates to which the customer  will  be  entitled  in
        such a scenario can take different forms. For example, the advertiser can provide additional slots free of charge or it  can  commit  to
        better placing of the advertisement. This practice is not developed in all markets, for example no  GRP  or  CPR[92]  is  guaranteed  in
        Poland. The United Kingdom, Ireland and Spain are typical package markets.

      – Upfront: the client will agree to buy an advertising sport in each episode of a TV series. The contract  is  agreed  in  advance  for  a
        period of 6-9 months and it often not cancellable. Good or poor rating delivery is generally at the client’s risk, although  it  may  be
        possible to negotiate compensation if the TV series does not reach the expected GRP. This is hardly ever seen in the EEA, although it is
        the main mechanism used in the United States.

142. Print advertising space is traditionally negotiated off a rate card that distinguishes pricing  based  on  a  range  of  format  parameters,
   including size and location of the advertisement within a particular publication. MBS  agencies  and  publishers  negotiate  intensively  over
   discounts off the rate card, with advertisers trading volume and share, usually over a calendar year, for discount levels.

143. Outdoor advertising space is typically sold on a per billboard/time formula. Sometimes it includes a focus on a  particular  city  or  area.
   Agencies and media owners negotiate discounts off billboard owners' rate  card  prices  depending  on  location  as  well  as  the  prevailing
   conditions of supply and demand.

144. Cinema space is typically sold on a per-viewing (number of admissions) basis.

145. For the Internet, all key word search buys take place through online auctions. Display buys are  predominantly  made  on  a  CPM[93]  basis.
   However, an increasing proportion of display buys are being made on online auctions.

146. Client discounts/rebates. The Parties explain that the terms and conditions of all media owners contain a detailed description  of  pricing,
   including the discounts and rebates that a media buyer’s clients can benefit from. These discounts can be dependent on volume/quantity, on the
   client obtaining a certain percentage of its advertising requirements from a specific media channel (the so called share commitment) or on the
   progression of the customer’s spending from one year to the next. Discounts can also exist for new customers or certain types of customers.

147. Although the terms of agreement of media owners are typically public, the Parties submit that discounts are client specific: the  amount  of
   the rebate is not solely dependent on volume, but also on other parameters such as trend, sector of activity and  season.  Media  owners  also
   gratify growth, or sometimes even stability, of the customer’s media budget. The rebates are cumulative:  a  customer  can  benefit  from  the
   application of different rebates.

148. According to the Parties, volume bonuses, rebates, discounts, free spots and any other incentives which are earned  directly  in  connection
   to the specific spending level of a client are typically passed on to the client.

149. Discounts on prices are negotiated by the media buying agency with the media owner during annual negotiations. In countries using  the  rate
   card[94] , the discounts are negotiated off the rate card by the media agency before any media time or  space  is  bought.  In  such  a  case,
   discounts are automatically passed-on to clients.

150. In certain EEA countries that use the so-called “package mechanism”, the media vendor commits to provide discounts if either the actual  GRP
   negotiated by the media buying agency for its customer during annual deal rounds or the CPR is weaker than agreed.  Usually,  these  discounts
   will take the form of additional free slots, or better placement of the advertisement at later stages of the  campaign.  In  such  cases,  the
   discounts will be awarded during the campaign. In such a case, the discounts are also automatically passed-on to clients.

151. Agency Volume Bonifications. The Parties explain that Agency Volume Bonifications (AVBs) typically take the form  of  cash  incentives  that
   are offered to MBS agencies by media owners.

152. AVBs exist in most EEA countries. [Description of Parties' AVB practice in certain  EEA  countries].  In  France,  media  owners  may  grant
   rebates to clients depending on the overall volume of the clients’ purchase. These rebates, as all other rebates  under  the  Loi  Sapin,  are
   automatically invoiced to the client who benefits from such rebates in full. The client is then free to share part of these rebates  with  the
   MBS agency. In most other EEA countries, AVBs are received by MBS agencies from media vendors in consideration for the overall volume of media
   space or time placed with a particular media supplier for all agency clients.

153. In particular, with respect to TV, [Description of Parties'  practice  regarding  AVBs  negotiations].  TV  broadcasters  historically  have
   provided incentives to MBS agencies to place more volume, or a greater overall share, of client ad placements, over the course of a year,  and
   in general routinely do so now in some, but not all, EEA countries. [Description  of  Parties'  practice  regarding  AVBs  negotiations].  The
   Parties, however, explain that the rebates received by MBS agencies from TV broadcasters are  not  significant  in  comparison  to  the  total
   discounts negotiated off the rate card for the direct benefit of customers.

154. [Description of Parties' practice regarding the amount of AVBs passed on to clients]

2 Views of the Parties on competitive assessment

155. On the sales-side, the Parties submit that the Transaction will not  lead  to  unilateral  anticompetitive  effects[95]  as  contracts  with
   customers are awarded through competitive bidding processes, which enable advertisers to play MBS agencies against each other  to  obtain  the
   best overall value proposition.

156. In addition, according to the Parties, switching costs are low and clients frequently switch between  MBS  agencies.  In  support  of  their
   views, the Parties have submitted an  analytical  document  assessing  MBS  tenders  organised  by  advertisers  in  a  large  number  of  EEA
   countries.[96] Contracts are generally negotiated on a project basis  with  relatively  short  terms  and  broad  client  termination  rights.
   Furthermore, discounts received from media owners are often portable when an advertiser switches to another media buying agency, which further
   facilitates clients' freedom of movement.

157. On the procurement-side, the Parties submit that even post-Transaction, they will be far from matching the leverage most  media  owners  can
   exert in negotiating the sale of media. They consider that the media vendors control an asset that is unique,  not  easily  replicable  and  a
   "must-have" for agencies providing MBS to their clients. Moreover, in most EEA countries, media ownership tends to be highly  concentrated  in
   the hands of a few operators, which gives them significant countervailing power when negotiating with the MBS agencies.

158. First, as regards online advertising, the Parties submit that online publishers have a broad range of channels through which they  can  sell
   inventory to advertisers. Those channels  include  individually  negotiated  direct  sales  and  automated  (or  programmatic)  sales  through
   intermediaries such as ad networks, ad exchanges and supply-side platforms. Increasingly, online publishers open their inventory  to  auctions
   and real time bidding. Omnicom estimates that in the EEA approximately 5-15% of display advertising, and 100% of search advertising, is bought
   through programmatic bidding (auctions). These numbers do not vary in any appreciable way by EEA country. Many such auctions are  run  either:
   (i) by an online publisher’s supply-side platform, where  the  publisher  chooses  which  advertiser,  agency,  or  demand-side  platform  may
   participate; or (ii) in general auctions by Google, Yahoo! and others. In both instances, buyers or their agents submit  bids  for  individual
   impressions, which are then sold to the highest bidder. The Parties submit that whatever fraction of demand the Parties  account  for  in  the
   online space does not confer on them any market power, because media owners will continue to have the choice between dealing with  advertisers
   directly, dealing with competing MBS agencies, dealing with independent demand-side platforms, or selling at  programmatic  auctions.  In  the
   latter case, the Parties further submit that any buyer power that the merged entity may have is completely negated as each online  advertising
   comes up for bid individually and anyone can bid for it regardless of its size.

159. Second, MBS agencies are constrained by the need to fulfil a client’s media plan, which specifies  the  volume,  media  outlet  and  quality
   parameters and they must contend with client conflicts (that is to say a media purchasing client not wanting  its  media  agency  to  purchase
   media for its client’s rivals, or to allow aggregation with rival purchases). Any influence an MBS agency has on specific  purchase  decisions
   of an advertiser is constrained by the agencies’ obligation to deliver  on  the  key  performance  indicators  agreed  with  the  client.  The
   advertiser (or an auditor hired by the advertiser) assesses an agency’s performance against  such  indicators,  and,  in  turn,  the  agency’s
   continued engagement. If, post-merger, a media owner refused to accept the terms of the merged entity, that demand would  not  disappear,  but
   would be channelled through competing MBS agencies, to the detriment of the merged entity, which would lose its commission and not be able  to
   serve its clients.

160. Third, according to the Parties, the presence of multiple MBS agencies in most EEA  countries  and  the  threat  of  disintermediation  will
   shield media vendors from any effort by the merged entity to force ad space pricing below competitive levels. Media  vendors  could  retaliate
   against any attempt by the merged entity to exercise buyer power post-merger in several ways. For example, they could discriminate against the
   merged entity by refusing to sell through it the most precious ad slots (for example half time breaks in Champions League games),  placing  it
   at a critical competitive disadvantage when winning business from its clients. They could also by-pass the merged entity altogether, absorbing
   its commissions and directly selling to the advertisers, a practice that is prevalent in some EEA countries and in digital media.

161. Fourth, as regards the specific question whether certain TV broadcasters may try to balance losses due  to  rebates  granted  to  one  media
   buyer against other media buyers, the Parties submit that they are not aware of TV broadcasters suffering losses due to rebating, and  do  not
   believe that this in fact occurs. According to them, the TV broadcasting industry in most, if not all, EEA countries  is  highly  concentrated
   and TV broadcasters enjoy significant negotiating leverage in the sale of advertising  spots.  TV  broadcasters  can  also  sell  to  multiple
   alternative buyers. The Parties are not aware of situations where a TV broadcaster engaged in a "balancing-of-rebates" approach by offering  a
   lower rebate or discount to one MBS agency’s clients because it had already offered a higher  rebate  or  net  discount  to  another  agency’s
   clients; nor have they ever faced a situation where a TV broadcaster communicated that it was denying  a  rebate  or  discount  level  to  one
   agency’s clients because it had offered a greater rebate or discount to another agency’s clients. The Parties do not believe  TV  broadcasters
   put themselves in a loss position through rebates with any agency or advertiser.

162. Finally, the Parties submit that even if, as a result of the Transaction, the merged entity would be able to  negotiate  better  rates  with
   certain media vendors by committing to higher volumes, competition between  MBS  agencies  and  the  transparency  governing  media  agencies-
   advertisers relationships in most EEA countries would ensure that they are passed on to advertisers.

163. The Parties submit that the features described in the present section, which prevent the merged entity from acquiring market  power  in  the
   purchase of media, are present throughout the EEA.

3 Commission's assessment

1 Introduction

164. In assessing the competitive effects of the Transaction on the  markets  for  MBS,  the  Commission  has,  consistent  with  its  decisional
   practice, distinguished between; (i) the sales side of MBS and (ii) the procurement side of MBS.

165. According to the Commission Guidelines on the assessment of horizontal mergers, large market shares - 50 % or more - may  in  themselves  be
   evidence of the existence of a dominant market position. However, smaller competitors may act as a sufficient constraining influence  if,  for
   example, they have the ability and incentive to increase their supplies. A merger involving a firm whose market share will remain below  50  %
   after the merger may also raise competition concerns in view of other  factors  than  market  shares  such  as  the  strength  and  number  of
   competitors, the presence of capacity constraints or the extent to which the products of the merging parties are close substitutes.[97]

166. In this context, and given the presence of other large and smaller competitors in each overlap EEA market, the Commission performed  a  more
   detailed analysis of the markets where the combined market shares of the Parties is over 30% on the sales side of the MBS market, that  is  to
   say: Italy, Poland and Romania. A more succinct analysis of the other markets has also been performed. On the procurement side, the Commission
   also looked in particular at markets by media channel where the combined market shares of the Parties were above 30%,  that  is  to  say:  the
   Czech Republic, Denmark, Lithuania, Norway, the United Kingdom and Spain, in addition to Italy, Poland and Romania (see Section IV.4.1.4 about
   country-by-country assessment).

167. Preliminarily, the Commission notes that issues about capacity constraints[98] for MBS agencies offering their services to advertisers  have
   in general not been mentioned by respondents to the market investigation, subject to the existence of  possible  difficulties  for  the  small
   agencies to provide some specific, large-scale, services to the largest advertisers, considering for instance the time-constraints imposed  by
   the calendar aspects of defining and negotiating campaigns with media vendors, or the need for a global reach.[99] As a result, the Commission
   considers that issues relating to capacity constraints are generally not present on the sales side of the MBS  market  and  MBS  agencies  can
   generally provide their services to all advertisers.

168. In addition, as was indicated in WPP/Grey[100], an advertiser may be concerned that its MBS agency does not in parallel provide services  to
   its main competitors. Indeed, advertisers are concerned about their communication strategy being disclosed to competitors; the  agency  might,
   in addition, be faced with choosing between two advertisers in a critical time-slot on TV (for instance a match during the FIFA World-Cup)  or
   with respect to an in-demand magazine page. A number of customers that responded to the market investigation mentioned that  the  Parties  run
   some risk of losing actual or potential customers due to conflict of interest issues. Notably, concerns relating to the handling of  sensitive
   customer information on pricing, or timing of campaigns were mentioned.[101] As a consequence, the Commission considers that the merged entity
   may have to maintain a number of separate MBS agencies that will compete against each other for advertisers on  the  sales  side  of  the  MBS
   market, and some advertisers may even decide to stop using the services of the merged entity and use the MBS  agencies  of  their  competitors
   post-Transaction.

169. Conversely, a small number of media vendors explained that issues of conflict of interests may reduce the number of possible  agencies  that
   large advertisers may choose from[102]. However, the Commission considers that this argument is not inconsistent with the one outlined on  the
   previous paragraph, that the Transaction may result in some customers leaving the merged entity to use the MBS agencies of their  competitors.
   RECMA report Compitches 2012 notes in this regard “every year shows big changes in the hierarchy partly because of client conflicts preventing
   agencies to participate”.[103]

170. On the sales-side, in assessing the effects of the Transaction, the Commission analysed a number of factors.

171. In addition to the combined market shares of the Parties[104], the Commission first assessed what competitive  constraints  other  competing
   MBS agencies have exerted, and will continue to exert on the Parties post-Transaction.

172. Second, the Commission assessed to what extent  contracts  with  customers  are  awarded  through  competitive  bidding  processes  so  that
   advertisers are, and will remain post-Transaction, in a position to play a sufficient number of MBS agencies against each other to obtain  the
   best overall value proposition. In particular, the Commission assessed whether this would hold true not only for smaller customers,  but  also
   for larger customers that may have specific needs that could only be fulfilled by MBS agencies with wider-than-national footprint.

173. To that effect, the Parties submitted an analytical document, prepared by the  economic  consultancy,  CompassLexecon,  which  assesses  MBS
   tenders organised by advertisers in 22 EEA countries.[105]

174. The Commission asked the Parties to conduct a consistency check of the underlying RECMA Compitches data for 2010, 2011, and 2012 with  their
   own tender's data.[106] Overall, despite a few identified corrections to the RECMA  data,  the  Commission  takes  the  view  that  the  RECMA
   Compitches reports are generally accurate for the purpose of the present assessment.[107] The Commission therefore considers that it can  base
   its analysis on the report produced by Compass Lexecon and the underlying data provided. This analysis, as well as others, such as the results
   of the market investigation, is outlined in more detail below in Section IV.4.1.3.2.

175. Third, the Commission assessed to what extent switching costs are low and customers will be able to switch to other MBS  agencies  than  the
   merged entity if it starts to raise prices post-Transaction.

176. Fourth, the Commission assessed to what extent the Parties were close competitors prior to the Transaction, so as to determine  whether  the
   Transaction will remove an important competitive force in the market. The above-mentioned CompassLexecon analysis provided useful  information
   in this regard, which was complemented by the responses to the market investigation.

177. On the procurement-side, the Commission considers that the results of the competitive assessment on the procurement side of the  MBS  market
   should mirror the results of the competitive assessment on the sales side of the MBS market. This is because,  notably,  the  combined  market
   shares of the Parties in any given EEA country are similar on the sales side and on the procurement side of the MBS market.

178. As a result, even though the combined market share of the Parties may vary per type of media on the procurement side of the MBS market,  the
   global competition assessment on the sales side has to be considered when analysing the procurement side of any MBS market. By way of example,
   if the combined market share of the merged entity is 25% on the sales side of a national MBS market  and  other  competing  MBS  agencies  are
   present on that market and able to exercise a significant competitive constraint on the merged entity so that no competition concern can arise
   from the Transaction on the sales side of the MBS market, even if the merged entity has a combined market share of for  instance  40%  on  the
   procurement of TV advertising (or other media channels), proper account should be taken in the  competitive  assessment  of  the  presence  of
   competing MBS agencies, to which media vendors could turn to if the merged entity were to be in a position to dictate its price conditions  on
   them.

179. For the countries where a more detailed analysis has been performed, in addition to the combined market  shares  of  the  Parties[108],  the
   Commission assessed in particular whether the Transaction would lead in the next three years to the merged  entity  exerting  buyer  power  on
   media owners because of its increased size, and thereby obtaining lower prices or better conditions  for  space/time  from  media  owners  (or
   conversely whether media owners would remain in a position to exercise significant countervailing  power  when  negotiating  with  the  merged
   entity).

2 Competitive assessment – sales side

   Competitive constraint from other MBS agencies

180. Based on the available evidence outlined in this section of the Decision, the  Commission  considers  that  there  will  remain  significant
   competitive constraints on the merged entity post-Transaction.

181. First, the RECMA report Compitches 2012 states that “the index per year demonstrates that most of the  networks  are  not  successful  every
   year therefore that the competition is not dominated by one or a  few  players.”[109]  (emphasis  added).  In  the  EEA  countries  where  the
   activities of the Parties overlap, this statement is generally confirmed by the combined 2012  market  shares  of  the  merged  entity,  which
   remained generally below 30%, and never reached 40%.

182. Second the Commission notes that when an advertiser is in need of MBS services, and wishes to sign a new contract with  an  MBS  agency,  it
   typically either negotiates directly with an MBS agency, or puts in place a tender, where different MBS agencies compete against  each  other,
   before one is eventually selected by the advertiser as the winner of the tender.

183. Even if the responses of competitors that replied to the market investigation were mixed with regard to the extent to  which  MBS  contracts
   are concluded by tender or direct negotiation, a large majority of customers indicated that  their  common  practice  is  to  award  contracts
   through a bidding process.[110]

184. RECMA report Compitches 2012 notes in this regard that “Pitches and reviews are more than ever a major focus for media  agencies.”[111]  The
   Commission considers that this further confirms the use of tenders as a means for advertisers to select their MBS agencies.

185. The tender procedure encompasses essentially three phases: the request for information (RFI) stage, the request for  proposal  (RFP)  stage,
   and the “chemistry” meeting stage. Customers responding to the market investigation explained that they invite on average  4.7  contenders  at
   the RFI stage, and 3.2 contenders at the RFP stage of their tenders.[112] These two stages are the most  important  one  for  the  competition
   analysis.[113]

186. Based on the data provided in the CompassLexecon analysis and the responses to the  market  investigation,  the  Commission  considers  that
   overall, across the EEA, the Parties face competition from at least the other four international groups, namely  WPP,  IPG,  Dentsu-Aegis  and
   Havas, when they participate in tenders. Furthermore, when the Parties overlapped in tenders, they often faced competition from at  least  two
   other competitors, including but not limited to the other four international groups.

187. In a more detailed fashion, the data analysed by CompassLexecon show that there were four or more participants in  68%  of  the  tenders  in
   which both Parties were present, compared to 28% of tenders when the Parties do not overlap. Furthermore, there was at least one competitor in
   92% of the Parties’ overlap tenders. The other international groups’ participation in tenders was also somewhat similar  for  overlap  tenders
   and for non-overlap tenders: (i) WPP participated in 66% of overlap tenders and 68% of non-overlap tenders; (ii) Dentsu-Aegis participated  in
   44% of overlap tenders and 43% of non-overlap tenders; (iii) Havas participated in 21% of overlap tenders and 21% of non-overlap tenders.  The
   only exception is IPG, which participated in 31% of overlap tenders compared to 42% of non-overlap  tenders.  Independent  MBS  agencies  also
   participated less often in overlap tenders compared to non-overlap tenders, but are still present in 18% of the tenders involving both Omnicom
   and Publicis.

188. Third, the analysis does not show significantly different results on a country level analysis than when analysing data at EEA-wide level.

189. The average number of participants in a tender is higher for overlap tenders than for non-overlap tenders  in  all  analysed  EEA  countries
   except for Ireland. There is at least one other participant in more than 78% of the tenders in which the Parties overlap in all EEA  countries
   except Ireland, Norway and the United Kingdom (67% for the 3 countries). There are 4 or more participants in at least 50% of tenders  (and  at
   least 70% of tenders in 8 countries) in which both the Parties are present in all EEA countries except Ireland, where  there  are  4  or  more
   participants in 33% of the tenders.

190. Furthermore, WPP is the most prominent participant in Omnicom tenders in all EEA countries except Croatia and Greece (where it is IPG).  WPP
   is also the most prominent participant in Publicis tenders in all EEA countries except, Greece (where it is Omnicom),  Hungary  (where  it  is
   IPG), and Portugal and Spain (where it is Havas Media). Finally, there are 9 or more independent agencies participating in tenders in  France,
   Germany, Ireland, the Netherlands, Romania, Spain, and the United Kingdom, and there are 2 or more independent MBS agencies  participating  in
   tenders in all countries analysed.

191. As regards Latvia, Lithuania and Slovenia, which are not covered  by  RECMA  Compitches  data,  the  Parties  have  provided  internal  data
   concerning their participation in 2012 tenders. [Summary of Parties' win, loss and incumbency data in Latvia, Lithuania and Slovenia].[114]

192. Fourth, some form of intra-group competition will continue to exist post-Transaction. A  majority  of  competitors  that  responded  to  the
   market investigation indicated that MBS agencies belonging to the same group currently compete on tenders, and that the Transaction  will  not
   change this practice, which is ultimately decided by clients who can decide to pitch agencies of a same group against each other.[115] Certain
   customers confirmed that agencies belonging to the same group currently compete as hard against each other as against other agencies[116], and
   the Transaction will have no effect on the current practice of intra-group competition.

193. Fifth, respondents to the market investigation indicated that it is likely that there will remain a sufficient number of MBS agencies  post-
   Transaction to prevent the merged entity from raising prices. Indeed, even if some competitors responded that the merged entity may be able to
   obtain better terms from media vendors because of its increased size, which in turn could drive some smaller MBS agencies out of the market as
   they would not be able to compete with the merged entity, a majority of competitors considered that there will remain a sufficient  number  of
   MBS agencies post-merger to prevent the merged entity from raising its prices. A majority of competitors also believed that  this  would  hold
   true both for local MBS agencies and for larger international ones.[117]

194. Sixth, a large majority of customers believed that there will remain a sufficient number of MBS agencies post-merger to prevent  the  merged
   entity from raising its prices.[118] These customers believed that  this  would  hold  true  both  for  local  MBS  agencies  and  for  larger
   international ones.[119]

195. Finally, in all the EEA countries where the Parties activities overlap,  the  Commission  found  that  post-Transaction,  the  Parties  will
   continue to face competition from at least three large advertising groups from the largest competitors of Publicis and Omnicom, that is to say
   WPP, IPG, Dentsu-Aegis, and Havas. The Commission considers that the presence of such large competitors, with global footprints, will meet any
   specific needs that larger advertisers may have, post-Transaction.

196. In light of all the above, the Commission concludes that there will remain significant competitive constraints on the  merged  entity  post-
   Transaction on the sale side of the MBS market in all overlap EEA countries.

   Customers' ability to switch, incumbent advantage, and barriers to entry

197. Should the merged entity raise its prices post-Transaction, a majority of competitors considered that it would be “very easy”  or  “somewhat
   easy” for an advertiser to switch to another MBS agency. A number of competitors explained that it would take in general  3  to  6  months  to
   switch to another MBS agency, and that no significant costs would be incurred, apart from the cost of re-tendering. One  competitor  explained
   that the time may be longer for large international advertisers (between 6 and 9 months).[120]

198. The responses to the market investigation were more mixed from the point of view of customers. While a number  believed  that  it  would  be
   either very easy or somewhat easy to switch to another MBS agency, a number of other customers responded that  it  would  be  either  somewhat
   difficult or very difficult. The Commission notes, however, that the customers which considered it rather difficult or rather easy  to  switch
   to another MBS agency, agreed to a large extent that it would take between 3-6 months to switch (and up to 9 months for  larger  international
   groups), and that the main costs associated with switching would relate to training, development and staff-related costs.[121]

199. In addition, a large majority of customers replied that there are advantages in purchasing services from incumbent MBS  agencies.  The  most
   commonly-mentioned advantage of using incumbent agencies is the knowledge of the clients' industry and  specific  needs  and  requirements.  A
   number of customers, among them large ones, qualified their answer by explaining that even though there  are  some  advantages  to  purchasing
   services from incumbent MBS agencies, they can decide to switch agencies when they believe that an alternative agency could better serve their
   business needs.[122]

200. Regarding the question whether it would be easy for them to start providing MBS services in another EEA country where they are  not  already
   present, a number of competitors explained that they could do this by for instance  (i)  launching  a  start-up  and  growing  organically  by
   prospecting new clients; or (ii) acquiring an MBS agency that is already present on the market; or (iii) signing  a  commercial  agreement  or
   joint venture with a local MBS agency; or (iv) starting up with a specialised agency (for instance in  digital  media,  where  one  competitor
   explained that it is easy to enter any EEA country  and  buy  digital  media),  and  use  this  as  a  foundation  to  buy  traditional  media
   afterwards.[123] According to these respondents, the time required to do so would range from immediately for digital advertising services,  to
   between 6 months and 2 years in the case of other media.[124]

201. Regarding tenders, based on the 2012 data provided in the CompassLexecon analysis (with complete information on the  winner,  incumbent  and
   contenders), Omnicom was the incumbent in 118 tenders over the sample period. Out of these, 38 tenders were retained[125] or switched  between
   Omnicom agencies (32%) and 80 tenders were lost (68%). It lost most accounts to WPP (29 accounts, 36%  of  the  loss),  followed  by  IPG  (14
   accounts, 18% of the loss), Dentsu-Aegis (12 accounts, 15% of the loss), Publicis (9 tenders, 11% of the loss) and Havas (3  accounts,  4%  of
   the loss); 13 accounts were lost to independent agencies.[126]

202. In turn, Publicis was the incumbent in 125 tenders. Out of these, 35 tenders were retained or switched between Publicis agencies  (28%)  and
   90 tenders were lost (72%). It lost most accounts to WPP (32 accounts, 36% of the loss), followed by Dentsu-Aegis  and  Omnicom  (17  accounts
   each, 19% of the loss each), IPG (14 accounts, 16% of the loss), and Havas (7 accounts, 8% of the loss). 3 accounts were lost  to  independent
   agencies.[127]

203. In light of the above, the Commission takes the view that customers  have  the  ability,  and  actually  do  switch  regularly  between  MBS
   agencies. The Commission also considers that there does not seem to be any significant advantage in being the incumbent MBS agency  in  a  new
   tender. These conclusions apply generally to all overlap EEA countries.

   Direct media buying

204. The Commission also assessed whether, and in what proportion, customers currently purchase advertising space and time  directly  from  media
   vendors, hence by-passing MBS agencies such as the merged entity.

205. A majority of competitors that replied to the market investigation indicated  that  some  customers  buy  advertising  directly  from  media
   vendors. They, however, estimated that the proportion of direct purchase from advertisers to media vendors was relatively small, and  was  the
   exception rather than the general trend, which is to use MBS agencies that are able to provide price benchmarks, dedicated  tools  and  expert
   teams. The proportion of direct sales varies across country and type of media. Generally, competitors estimated that the percentage of  direct
   sales ranges between 5% to around 20%, with some significant exceptions, in particular in Sweden and Denmark.[128]

206. A large majority of media owners also replied that they sell advertising time  or  space  directly  to  advertisers.  Again,  however,  they
   estimated that the proportion of such sales is limited. It varies across country and type of media, but generally, media owners estimated that
   it is less than 10%.[129]

207. Half of the customers replied that they have purchased advertising time or space directly from media vendors in the past 3 years, while  the
   other half replied that they had not.[130] Out of those who did, a majority confirmed that their amount of direct purchase has been relatively
   minor (up to 10%).

208. In light of the above, the Commission considers that direct media buying, even though its current proportion of total media  purchase  seems
   limited, could constitute an additional possible competitive constraint on the merged entity post-Transaction, in particular  when  shares  of
   direct sales become significant (as of 30% in the context of the present Decision). Country-specific situations will be  examined  in  Section
   IV.4.1.4.

   Closeness of competition between the Parties

209. First, based on the data provided in the CompassLexecon analysis, it appears that in the EEA, the Parties do not compete frequently  against
   each other.

210. Out of the 3,029 tenders analysed during the period 2010-2012, the Parties only overlapped in 169 of them (5%). While  this  may  understate
   the extent to which the Parties overlapped in tenders because many of these tenders have incomplete  information,  even  if  the  analysis  is
   restricted to tenders where full information on winner, incumbent and contenders is available, this percentage of  overlap  tenders  increases
   only to 16%. In other words, even in the worst-case scenario, the Parties did not compete in a large majority (84%) of  the  tenders  sampled.
   Furthermore, as will be outlined below, this trend is confirmed on a country per country basis. The Parties overlapped in a  small  proportion
   of tenders in each country (less than 20% in all countries, excepted in Czech Republic (22%), Greece (38%), Italy  (31%),  Poland  (29%),  and
   Spain (21%).[131]

211. Second, the Parties tend to lose more business to other groups than to each other during the period 2010-2012. As will be outlined  in  more
   below, this trend is mostly confirmed on a country per country basis. Publicis loses more accounts to WPP, Dentsu-Aegis, IPG and Havas than to
   Omnicom in all EEA countries except in the Czech Republic, Denmark, Greece and Norway. In turn, Omnicom loses more accounts  to  WPP,  Dentsu-
   Aegis, IPG and Havas in each EEA country except in Greece and Poland, where it loses an equal number of accounts to WPP and Publicis.[132]

212. Third, market participants that replied to the market investigation indicated that Publicis and Omnicom are  in  general  not  each  other's
   closest competitors.[133]

213. In light of the above, the Commission considers that Publicis and Omnicom generally are not each other's closest competitors,  so  that  the
   Transaction will not remove an important source of competition in the MBS market. Country-specific situations will, however,  be  assessed  in
   Section IV.4.1.4 below.

3 Competitive assessment – procurement side

   Negotiating power and ability to set prices between media vendors and MBS agencies.

214. When assessing the purchasing power on the procurement market, the Commission has examined, as it did in  WPP/Grey,  whether  a  strong  MBS
   agency will be able to put pressure on its media vendors with the effect of virtually controlling their business. In  an  extreme  case,  this
   customer could even force dependent suppliers out of the market by withdrawing demand from him.[134]

215. Responses to the market investigation were mixed as regards the question of who holds  negotiating  power  between  media  vendors  and  MBS
   agencies. On one hand, a number of competitors explained that generally, MBS agencies have negotiating power vis-à-vis small  and  medium-size
   media vendors. On the other hand, several competitors explained that the distribution of negotiating power  between  media  owners  and  media
   buying agencies varies between media channels[135]; for instance, they considered that in particular in digital media, a vendor such as Google
   has equal to superior negotiation power vis-à-vis MBS agencies. Other competitors explained that major groups owning TV  channels  also  enjoy
   strong bargaining power versus MBS agencies.[136]

216. However, the Commission's assessment on the sales side indicates that in all EEA countries where the activities of the Parties overlap,  the
   merged entity will continue competing to buy ad time/space with several competitors. Should the merged entity try to exert leverage  on  media
   owners, the latter will continue to have the possibility to turn to competitors. This in turn will have consequences for the merged entity  on
   the sales side, as customers may decide to move to competing MBS agencies which are able to purchase advertising space or time from the  media
   vendors which will work with the competitors of the Parties rather than with them.

217. The Commission therefore considers that even though the Parties may represent a relatively important share of  the  media  owners'  sale  in
   some markets, the countervailing power on the media owners' side will remain significant enough to offset the increase in negotiation power of
   the merged entity. The degree of consolidation at the level of media vendors will play a significant role in the  assessment  at  country  and
   media level.[137]

218. Furthermore, the ability to negotiate prices and rebates does not seem to be the only factor influencing  the  choice  of  advertisers  when
   selecting an MBS agency, other factors such as the proposed media plan and the expertise are also important.  When  asked  how  important  the
   ability of a MBS agency to achieve significant rebates or other conditions such as free TV spot or free advertising pages  from  media  owners
   is, a number of respondents to the market investigation explained that: "It is important, but not  the  only  factor"[138],  Likewise  another
   competitor explained, "In some MBS countries there may be some specific examples of higher market  share  which  might  influence  negotiating
   power with media owners. However, purchasing conditions may be affected by a number of different factors (e.g. the specific client, historical
   and potential nature of client spend, media owner interests, overall agency spend, seasonality, agency  trading  expertise)  which  would  not
   necessarily allow one party to dictate conditions".[139]

219. Moreover, there is no convincing evidence to support the proposition that the merged entity's market power may in  the  longer  term  prompt
   media owners to raise their prices or lower the conditions offered to other smaller MBS agencies in order to compensate for turnover loss, and
   put these MBS agencies at a competitive disadvantage to the extent that they would be forced out of the market, eventually  leading  to  price
   increase for advertisers.

220. In particular, under the  (undemonstrated)  hypothesis  that  the  Transaction  would  increase  the  Parties’  bargaining  power  in  their
   negotiations with media vendors, the Commission shares the view that these media vendors would not have the incentive to increase their prices
   to other smaller media agencies. First, any attempt to raise prices to smaller agencies would likely reduce demand from  these  agencies.  The
   reduced demand of smaller agencies would leave vendors with advertising time they would have to sell to the larger agencies  at  lower  prices
   and the merged entity and media vendors’ profits would thus be lower than what they would otherwise obtain without raising prices  charged  to
   smaller agencies. Second, media vendors prefer to have as many credible media buying alternatives to  the  merged  entity  as  possible  post-
   Transaction, as this will help them counter any hypothetical increase in the merged  entity’s  bargaining  power.  Third,  media  vendors  are
   unlikely to price discriminate against the smaller media buying agencies.

221. A trade association that replied to the market investigation raised the concern that the Transaction may increase the  bargaining  power  of
   the merged entity, due to its increased size, especially in the digital environment. In particular, it expressed the concern  that  “a  single
   entity controlling the spending of many leading brands would be in a strong position to actively block  publishers  from  working  with  other
   agencies. This would lead to less competition for advertising inventory, which could  also  have  a  negative  impact  on  pricing”.[140]  The
   Commission considers, however, that the arguments used in the previous paragraphs such as the remaining presence of competing MBS agencies and
   the degree of concentration of media vendors also apply to the sale of digital advertising  inventory.  In  addition,  Google,  as  an  online
   advertising intermediary is a strong actor in the sale of digital advertising inventory and is likely able to withstand any possible  increase
   in the negotiating power of the merged entity post-Transaction.

222. Finally, a limited number of media vendors stated that the merged entity will become so large that  when  they  will  extract  better  terms
   against media vendors, they will also not have the incentive anymore to pass on their rebates to their customers.  The  Commission  considers,
   however, that this concern is unfounded. First, evidence collected during the market investigation supports the  view  [Evidence  about  pass-
   on][141]. In addition, a large majority of customers explained that they are aware of the levels of rebates obtained by their  MBS  suppliers,
   and usually contractually require that rebates relating to their activity are passed on to them, and have put in place  either  internally  or
   externally through media auditors a system of checks to ensure that rebates obtained by MBS agencies are  actually  passed  on  to  them.[142]
   Therefore, even if the merged entity could hypothetically (quod non) consistently extract better prices and  rebates  than  their  competitors
   from media vendors, they will have to pass these rebates to advertisers. If they did not, advertisers would  switch  to  other  competing  MBS
   agencies that will remain present on the market.

223. While the elements analysed in the present section are not on balance indicative of any serious doubts being raised by  the  Transaction  in
   all overlap EEA countries in the MBS markets, the Commission will refine its assessment on a country-by-country basis, and draw conclusions in
   the following section.

4 Country analysis

1 Belgium

                 a. Sales side

224. In 2012, the Parties’ combined market share in MBS in Belgium amounted to [5-10]% including direct  sales,  and  [10-20]-[10-20]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

225. The merged entity will continue to face competition from the four other large advertising networks[143], WPP, Dentsu-Aegis, IPG  and  Havas,
   as well as from independent players[144]. Many of these independent players have a number of large-scale advertisers as clients,  that  is  to
   say clients for MBS requiring large (EEA-wide or global) reach.

226. The analysis of RECMA Compitches data indicates that the number of participants in Belgium was higher in tenders where Publicis and  Omnicom
   were both present compared to the rest of the tenders.[145] In 75% of overlap tenders there were four or more participants compared to 32% for
   the rest of the tenders.[146]

227. Therefore, the merged entity will continue to face competition from a number of competitors in the tenders in which it will take part  post-
   Transaction.

228. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data for Belgium shows that, on average, in tenders where it was incumbent, Omnicom won in 33% of the cases and in tenders where it
   was incumbent, Publicis won in 44% of the cases.[147]

229. According to the analysis of the Parties' participation in 2010-2012 tenders in Belgium in the RECMA Compitches data, Publicis  and  Omnicom
   overlapped in 15% of tenders. Out of the tenders in which Omnicom participated, Publicis was also present in 44% of  the  cases.  Out  of  the
   tenders in which Publicis participated, Omnicom was also present in 33% of the cases.[148] The most prominent competitors in  all  tenders  in
   which Omnicom participated in Belgium were WPP first and IPG second. Likewise, in all tenders in which Publicis participated in  Belgium,  WPP
   was first followed by Dentsu-Aegis. [149] In tenders in which Publicis was the incumbent,  it  lost  to  Havas,  and  its  three  other  large
   competitors (WPP, IPG and Dentsu-Aegis). Omnicom lost contracts in favour of WPP and Dentsu-Aegis.[150]

230. Moreover, a majority of respondents to the market investigation consider that Publicis' closest competitor in Belgium is  WPP,  followed  by
   Dentsu-Aegis. Likewise, Omnicom's closest competitor is WPP, followed by Dentsu-Aegis.[151]

231. In view of the above, the Commission considers that Publicis and Omnicom are not each other's closest competitors in Belgium.

232. Finally, a majority of customers that responded to the market investigation did not raise any  country-specific  issue  as  regards  Belgium
   that contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a  sufficient  number  of  MBS
   agencies post-Transaction, including for large-scale advertisers.[152]

233. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Belgium.[153]

                 a. Procurement side

234. Table 6 below presents market shares of the Parties on the procurement side of the MBS market in Belgium[154]:

      Table 6: Belgium - MBS Procurement share by channel
|                    |Omnicom        |Publicis    |Combined       |
|All Channels        |[…]            |[…]         |[5-10]%        |
|TV                  |[…]            |[…]         |[10-30]%       |
|Print               |[…]            |[…]         |[0-10]%        |
|Online/mobile       |[…]            |[…]         |[10-30]%       |
|Outdoor             |[…]            |[…]         |[0-10]%        |
|Radio               |[…]            |[…]         |[0-10]%        |
|Cinema              |[…]            |[…]         |[0-10]%        |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[155])

235. As can be seen in Table 6, none of the different types of media channels are affected by the Transaction.

236. The Transaction does not therefore raise serious doubts as to its compatibility with the internal market on the procurement market  for  MBS
   and any of its possible segments, in Belgium.

2 Czech Republic

                 a. Sales side

237. The Parties’ combined 2012 market share in MBS in the Czech Republic amounted to  [20-30]%  including  direct  sales,  and  [20-30]-[20-30]%
   excluding direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

238. In the Czech Republic, the merged entity will face competition from the four other large advertising networks[156], WPP, Dentsu-Aegis,  IPG,
   Havas, as well as from a number of other independent players.[157]  Several  of  these  independent  players  have  a  number  of  large-scale
   advertisers as clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

239. The analysis of RECMA Compitches data for the Czech Republic indicates that the number of participants is higher in tenders  where  Publicis
   and Omnicom are both present compared to the rest of the tenders.[158] In 56% of the overlap tenders there  were  four  or  more  participants
   while this ratio was only 19% for the rest of the tenders.[159]

240. Moreover, customers have, and will still have post-Transaction, the ability to switch to other MBS agencies. Indeed, the analysis  of  RECMA
   Compitches data for the Czech Republic shows that, on average, in tenders where it was the incumbent, Omnicom won in 33% of the cases.[160] No
   conclusions can be drawn with regard to Publicis as the complete dataset includes only one tender in which Publicis was the incumbent.

241. According to the analysis of the Parties' participation in 2010-2012 tenders in the Czech Republic in the RECMA  Compitches  data,  Publicis
   and Omnicom overlapped only in 22% of all tenders. Omnicom was present in around half of the tenders in which Publicis was present (53%) while
   Publicis was present in less than half of the tenders in which Omnicom was present (35%).[161] The most prominent competitor in all tenders in
   which each of Omnicom or Publicis participated in the Czech Republic was WPP, while Publicis  and  Omnicom  were  the  second  most  prominent
   competitors respectively.[162] In tenders in which Omnicom was the incumbent, it lost mainly to WPP.[163] When Omnicom was not the  incumbent,
   it mainly won from WPP. Likewise, Publicis mainly won from WPP.[164]

242. A majority of market participants that replied to the market investigation consider that Publicis' closest competitor is  WPP,  followed  by
   Omnicom. Omnicom's closest competitor is also WPP, followed by Publicis.[165]

243. In view of the above, Publicis and Omnicom are not each other's closest competitors in the Czech Republic.

244. Finally, a majority of customers that responded to the market investigation did not raise any country-specific issue as  regards  the  Czech
   Republic that contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a  sufficient  number
   of MBS agencies post-Transaction, including for large-scale advertisers.[166]

245. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in the Czech Republic.

                 b. Procurement side

246. Table 7 below presents market shares of the Parties on the procurement side of the MBS market in the Czech Republic[167]:

      Table 7: Czech Republic - MBS Procurement share by channel
|                     |Omnicom         |Publicis      |Combined         |
|All Channels         |[…]             |[…]           |[20-30]%         |
|TV                   |[…]             |[…]           |[30-50]%         |
|Print                |[…]             |[…]           |[0-10]%          |
|Online/mobile        |[…]             |[…]           |[10-30]%         |
|Outdoor              |[…]             |[…]           |[30-50]%         |
|Radio                |[…]             |[…]           |[10-30]%         |
|Cinema               |[…]             |[…]           |[0-10]%          |

      Source: Form CO (ZenithOptimedia including direct sales – Shares of the Parties per cost of media time[168])

247. As can be seen in Table 7, the following media channels are affected by the proposed Transaction in the Czech Republic: TV and outdoor.

248. TV and Outdoor media owners are concentrated in the Czech Republic. Indeed, in the TV sector, three players  represent  74%  of  the  market
   (Nova TV, Prima TV and Czech Television). Furthermore, the market for TV advertising is led by the private broadcaster groups Central European
   Media Enterprises, Mediaclub and AT Media as supported by the market investigation.[169] Likewise, in the outdoor advertising  market  in  the
   Czech Republic, there are three key media owners: JCDecaux, Euro AWK and Bigmedia[170] and in general, outdoor media owners are constrained by
   the limited availability of advertising space and by the regulatory limitations as regards the choice of space for the outdoor media owners.

249. The merged entity will therefore face strong media owners on the outdoor and TV media channels  in  the  Czech  Republic.  Even  though  the
   Parties will represent a relatively important share of the sales of media owners, the countervailing power on the media owners' side  will  be
   significant enough to offset the increase in negotiation power of the merged entity.

250. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in the Czech Republic.

3 Denmark

                 a. Sales side

251. In 2012, the Parties’ combined market share in MBS in Denmark amounted to  [10-20]%  including  direct  sales,  according  to  the  Parties'
   estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1 above)

252. The Commission considers that in the particular case of Denmark, the assessment of the competitive position of the merged entity on the  MBS
   market excluding direct sales is not appropriate, considering the high level of direct sales in this country (except for TV – see paragraph 34
   above). The Commission therefore conducts its assessment on a market including direct sales only.[171]

253. The Commission further notes that even if direct sales were to be considered as being outside of the relevant market, their  high  level  in
   Denmark would likely exercise a further significant competitive constraint on the merged entity post-Transaction.

254. Post-Transaction, the merged entity will continue to face competition from the four other  large  advertising  networks[172],  WPP,  Dentsu-
   Aegis, IPG and Havas, as well as from a number of independent players.[173] Several of these independent players have a number of  large-scale
   advertisers as clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

255. The analysis of RECMA Compitches data indicates that the number of participants in Denmark was higher in tenders where Publicis and  Omnicom
   were both present compared to the rest of the tenders.[174] In 60% of overlap tenders there were four or more participants compared to 29% for
   the rest of the tenders in the country.[175]

256. Therefore, the merged entity will continue to face competition from a number of competitors in the tenders in which it will take part  post-
   Transaction.

257. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data for Denmark shows that, on average, in tenders where it was incumbent, Omnicom won in 23% of the cases; and in  tenders  where
   it was incumbent, Publicis did not win any tenders.[176]

258. According to the analysis of the Parties' participation in 2010-2012 tenders in Denmark in the RECMA Compitches data, Publicis  and  Omnicom
   overlapped in 10% of tenders. Out of the tenders in which Omnicom participated, Publicis was also present in 17% of  the  cases.  Out  of  the
   tenders in which Publicis participated, Omnicom was present in 56% of the cases.[177] The most prominent competitors in all tenders  in  which
   Omnicom participated in Denmark were WPP first and Dentsu-Aegis second. Likewise, in all tenders in which Publicis  participated  in  Denmark,
   WPP was first, followed by Omnicom. [178] In tenders in which Publicis was the incumbent, it lost to Omnicom, WPP and Dentsu-Aegis. In tenders
   in which Omnicom was the incumbent, it lost to Dentsu-Aegis first, followed by IPG, and WPP.  Omnicom  won  its  tenders  from  Publicis,  but
   Publicis won its tenders from WPP, IPG and Havas.[179]

259. Moreover, a majority of market participants that responded to the market investigation consider that Publicis' closest  competitor  is  WPP,
   followed by Dentsu-Aegis. Likewise, Omnicom's closest competitor is considered to be WPP, followed by Dentsu-Aegis.[180]  Therefore,  Publicis
   and Omnicom are not each other's closest competitors in Denmark.

260. Finally, a majority of customers that responded to the market investigation did not raise any  country-specific  issue  as  regards  Denmark
   that contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a  sufficient  number  of  MBS
   agencies post-Transaction, including for large-scale advertisers.[181]

261. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Denmark.

                 c. Procurement side

262. Table 8 below presents market shares of the Parties on the procurement side of the MBS market in Denmark:

      Table 8 - Denmark - MBS Procurement share by channel
|                               |Omnicom          |Publicis         |Combined         |
|All Channels                   |[…]              |[…]              |[10-20]%         |
|TV                             |[…]              |[…]              |[30-50]%         |
|Print                          |[…]              |[…]              |[0-10]%          |
|Online/mobile                  |[…]              |[…]              |[0-10]%          |
|Outdoor                        |[…]              |[…]              |[10-30]%         |
|Radio                          |[…]              |[…]              |[0-10]%          |
|Cinema                         |[…]              |[…]              |[10-30]%         |

   Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[182])

263. As can be seen in Table 8, the TV, outdoor and cinema sectors are affected by the Transaction. The other sectors, namely  print,  radio  and
   online/mobile advertising are not affected by the Transaction. They are therefore not further discussed in this section.

264. Outdoor. The outdoor advertising segment is affected by the Transaction. This combined market  share  is,  however,  small  ([10-30]%).  The
   Danish outdoor advertising market is also led by two players: AFA JCDecaux, and Clear Channel Denmark, which together have more than [90-100]%
   of the market.[183]

265. Television. The TV advertising segment is affected by the Transaction when  considering  market  shares  including  direct  sales.[184]  The
   merged entity has a combined market share close to [30-50]%. However, the Danish TV advertising segment is  led  by  two  public  broadcasting
   groups, TV-2-Danmark and the Danish Broadcasting Company (DR), with a combined TV audience share of nearly  70%  in  2011.  The  main  private
   broadcasting groups are Modern Time Group (9.6%), SBS (7.0%), formerly owned by ProSiebenSat1 Media AG, and The Walt Disney Company (2.7%). TV-
   2-Danmark is the clear leader in advertising sales with at least 67% of television ads.

266. Cinema. Likewise, the cinema segment is also concentrated in Denmark, with two main players: (i) Nordisk Film, which  accounts  for  45%  of
   the market share in terms of tickets sold;[185] and (ii) Cinemaxx.

267. The merged entity will face countervailing power by media owners on the outdoor, TV and cinema media channels in Denmark.  Even  though,  in
   certain of these channels, the Parties will represent a relatively important share of the sales of media owners, the countervailing  power  of
   the media owners will be significant enough to offset any increase in negotiation power of the merged entity.

268. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Denmark.

4 France

                 a. Sales side

269. In 2012, the Parties’ combined market share in MBS in France amounted to [20-30]% including direct  sales,  and  [20-30]-[20-30]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

270. In France, the merged entity will face competition from the four other large advertising networks[186], Dentsu-Aegis, Havas,  WPP  and  IPG,
   as well as from a number of independent players.[187] Several of these independent  players  have  a  number  of  large-scale  advertisers  as
   clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

271. The analysis of RECMA Compitches data indicates that the number of participants was higher in tenders where Publicis and Omnicom  were  both
   present compared to the rest of the tenders.[188] In 71% of the overlap tenders there were four or more participants compared to 26%  for  the
   other tenders in the country.[189]

272. Therefore, the merged entity will continue to face competition from a number of competitors in the tenders in which it will take part  post-
   Transaction.

273. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data shows that on average, Omnicom won tenders in 17% of the cases where  it  was  the  incumbent  and  Publicis  in  57%  of  the
   cases.[190] In addition to this, the Loi Sapin enables customers to know prices and rebates awarded to their MBS  agency,  and  prohibits  MBS
   agencies from aggregating the demand of several advertisers in their negotiations. This gives less weight to  the  negotiation  power  of  the
   agency in the decision-making process of customers.

274. According to the analysis of the Parties' participation in 2010-2012 tenders in France in the RECMA Compitches data,  Publicis  and  Omnicom
   were both present in 13% of all tenders and in less than half of the tenders in which the other one was present: Publicis was present  in  39%
   of all tenders in which Omnicom participated, and Omnicom in 25% of Publicis tenders.[191] In addition,  the  Parties  face  other  groups  in
   tenders more often than each other. The most prominent competitors in the tenders in which Omnicom participated were  WPP  first  and  Dentsu-
   Aegis second. Likewise, in tenders in which Publicis participated, WPP and Dentsu-Aegis appeared  the  most  often,  followed  by  Havas.[192]
   Omnicom's customers that switched agency, mainly switched to WPP and Publicis. Moreover, the data does not show that any client switched  from
   Publicis to Omnicom. Omnicom won tenders from Dentsu-Aegis and independent competitor MyMedia, while Publicis won tenders first  from  Dentsu-
   Aegis, and second from Omnicom.[193]

275. Moreover, a majority of market participants that replied to the market investigation consider that Publicis'  closest  competitors  are  WPP
   and Havas, and Omnicom's closest competitors are WPP and Havas.[194]

276. In view of the above, Publicis and Omnicom are not each other's closest competitors in France.

277. Finally, a majority of customers that responded to the market investigation did not raise any country-specific issue as regards France  that
   contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number of MBS agencies
   post-Transaction, including for large-scale advertisers.[195]

278. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in France.

                 d. Procurement side

279. Table 9 below presents the market shares of the Parties on the procurement side of the MBS market in France by media channel:[196]

      Table 9: France - MBS Procurement share by channel
|                             |Omnicom         |Publicis      |Combined         |
|All Channels                 |[…]             |[…]           |[20-30]%         |
|TV                           |[…]             |[…]           |[10-30]%         |
|Print                        |[…]             |[…]           |[10-30]%         |
|Online/mobile                |[…]             |[…]           |[10-30]%         |
|Outdoor                      |[…]             |[…]           |[10-30]%         |
|Radio                        |[…]             |[…]           |[10-30]%         |
|Cinema                       |[…]             |[…]           |[10-30]%         |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[197])

280. As can be seen in Table 9Error! No bookmark name given., the print, online/mobile and cinema sectors are not affected  by  the  Transaction.
   They are therefore not further discussed in this section.

281. The TV sector in France is concentrated with three players representing approximately 60%  of  the  market.  The  state-owned  group  France
   Télévisions include two of these main TV channels (France 2 with 14.9%, France 3 with 9.7%). TF1 remains the most popular channel with a daily
   audience share of 22.7% in 2012; M6 follows with 11.2%.[198] TF1 concentrates more than 50% of advertising expenditure on TV, and  M6  obtains
   approximately 25% of advertising expenditure.[199] Since 2009, advertising is banned after 20h00 on France 2 and France 3 and  more  generally
   on all state-owned television channels. This is the peak audience slot for advertisers, making the ad time available on the  private  channels
   even more scarce and valuable.

282. One respondent to the market investigation underlined the strong position of TF1 as compared to the other media  owners  on  the  French  TV
   market. The respondent considered that the merged entity may be prevented from using its strong position to dictate prices to TF1 but will  be
   able to do so for the other TV owners, strengthening in this way the leading position of TF1. The Commission  considers,  however,  that  even
   though the Parties will represent a relatively important share of the sales of media owners such as TF1 and the  other  TV  broadcasters,  the
   countervailing power on the media owners' side will be significant enough to offset the increase in negotiation power of the merged entity.

283. The radio and outdoor advertising channels are also concentrated, since four players active in the radio sector together  represent  80%  of
   advertising sales[200] while three main operators, JCDecaux, Clear Channel and CBS outdoor control most of the outdoor  advertising  space  in
   France.[201] The market investigation also indicated that media  buying  agencies  cannot  aggregate  media  time/space  for  each  advertiser
   individually because of the Loi Sapin.[202]

284. In light of paragraph 313 above, the Commission therefore considers that the merged entity will face strong media owners on the  radio,  and
   outdoor channels in France. The countervailing power on the media  owners'  side  will  be  significant  enough  to  offset  the  increase  in
   negotiation power of the merged entity.

285. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in France.

5 Germany

                 a. Sales side

286. In 2012, the Parties’ combined market share in MBS in Germany amounted to [10-20]% including direct sales,  and  [10-20]-[10-20]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

287. In Germany, the merged entity will face competition from the four other large advertising networks[203], WPP, Dentsu-Aegis, IPG,  Havas,  as
   well as from a number of independent players such as Mediaplus, Pilot Media, Crossmedia and Moccamedia. Several of these  independent  players
   have a number of large-scale advertisers as clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

288. The analysis of RECMA Compitches data for Germany indicates that the number of  participants  was  higher  in  tenders  where  Publicis  and
   Omnicom were both present compared to the rest of the tenders.[204] Indeed, in 86% of overlap tenders, there was  four  or  more  participants
   compared to 25% for the other tenders in the country.[205]

289. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data for Germany shows that on average, in tenders where they were incumbents, Publicis won in only 20% of the cases while  Omnicom
   won in only 33% of the cases.[206]

290. According to the analysis of the Parties' participation in 2010-2012 tenders in Germany in the RECMA Compitches data, Publicis  and  Omnicom
   overlapped in tenders to a limited extent (18% of all tenders). Publicis and Omnicom were present in less than half of the  tenders  in  which
   the other was present (44% and 45% respectively)[207]. In addition, the most prominent  competitors  in  the  tenders  in  which  Omnicom  and
   Publicis participated in Germany were WPP first and Dentsu-Aegis second.[208] In tenders in which they were the  incumbents,  Publicis  mainly
   lost tenders to other international groups such as WPP followed by IPG, while Omnicom lost tenders to independents, WPP, Dentsu-Aegis and IPG.
   When Omnicom was not the incumbent, it mainly won from WPP followed by Dentsu-Aegis, Publicis and other independent competitors. When Publicis
   was not the incumbent, it mainly won tenders from WPP.[209]

291. A majority of market participants that replied to the market investigation consider that Publicis' closest competitor is  WPP,  followed  by
   Omnicom. Omnicom's closest competitor is also WPP, followed by Dentsu-Aegis.

292. In view of the above, Publicis and Omnicom are not each other's closest competitors in Germany.

293. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as regards  Germany  that
   contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number of MBS agencies
   post-Transaction in particular also for large-scale advertisers.[210]

294. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Germany.

                 e. Procurement side

295. Table 10 below presents market shares of the Parties on the procurement side of the MBS market in Germany[211]:

      Table 10: Germany - MBS Procurement share by channel
|                          |Omnicom            |Publicis           |Combined          |
|All Channels              |[…]                |[…]                |[10-20]%          |
|TV                        |[…]                |[…]                |[10-30]%          |
|Print                     |[…]                |[…]                |[0-10]%           |
|Online/mobile             |[…]                |[…]                |[0-10]%           |
|Outdoor                   |[…]                |[…]                |[10-30]%          |
|Radio                     |[…]                |[…]                |[10-30]%          |
|Cinema                    |[…]                |[…]                |[0-10]%           |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[212])

296. As can be seen in Table 10, the following media channels are affected by the Transaction in Germany: TV, outdoor and radio. Considering  the
   level of the combined market shares and the fact that other competing MBS agencies that could service these segments are present  in  Germany,
   it is unlikely that competition concerns will arise as a result of the Transaction.

297. Some respondents to the Commission's market investigation mentioned that the Transaction will lead to a substantial increase  in  bargaining
   power of the merged entity vis-à-vis media owners and that it is doubtful whether the merged entity will eventually pass on  the  benefits  of
   their increased power (in the form of better prices) to their customers (the advertisers). These respondents mentioned in particular  the  TV,
   radio and print segments. In particular they stated that a significant share of  advertisement  is  being  purchased  by  the  top  three/five
   agencies (for TV, more than [80-90]% and for print more than [50-60]%). These respondents also indicated that the merged entity  will  have  a
   combined market share of [20-30]-[30-40]% on the media procurement market in Germany (on the basis of RECMA estimations). They also  mentioned
   that the Transaction will widen the gap between the agencies at the top of the market and the rest of the agencies.

298. The Commission considers that even though post-Transaction, the Parties will represent a higher share of  the  sales  of  media  owner,  the
   countervailing power on the media owners' side will be significant enough to offset any increase in negotiation power of the merged entity.

299. The market for TV advertisement in Germany is characterised by a duopoly of the two  private  broadcasters  groups  RTL  and  Pro7Sat.1[213]
   which together have a combined market share of between 80-90%.[214]

300. As regards radio advertisement in Germany, advertisers and their agencies do not source radio advertising time from  a  multitude  of  radio
   stations but rather buy “bundled” radio advertising time that covers various regions or  the  entire  country.[215]  The  two  most  important
   players offering this kind of coverage in Germany are RMS Radio Marketing Service GmbH & Co. KG (RMS) and ARD Werbung Sales  &  Services  GmbH
   (AS&S) whose joint share in the radio advertising segment is estimated to be approximately 90%.[216]

301. The outdoor advertising market is likewise led by two main operators: Stroer and JCDecaux, which control most  of  the  outdoor  advertising
   space sold in Germany.[217]

302. Lastly, the print segment is rather concentrated in Germany with four main players: Gruner+Jahr, Axel Springer, Bauer and Burda[218]

303. The Commission therefore considers that it is unlikely that the merged entity will have significant buyer power on  the  market  for  buying
   advertisement in these media channels in Germany. In addition, the four other international players, WPP, Dentsu-Aegis, IPG  and  Havas,  will
   continue to be present in Germany in addition to the merged entity so that advertisers will continue to have a sufficient number  of  agencies
   to choose from.

304. Furthermore, the Parties explained that in Germany, the negotiation for TV space and radio time is  negotiated  during  annual  deal  rounds
   between November and January as annual commitments must be finalised by the end of January. Time is sold through  a  rate  card  and  discount
   mechanism, the rate cards being published by the TV and radio channels themselves. The discount off the rate card is secured on the  basis  of
   volume commitment and other qualitative parameters. The agency then buys airtime using the rate card less the negotiated discounts.  In  2007,
   the Bundeskartellamt sanctioned the two leading providers of TV advertising (IP Deutschland GmbH active for RTL and SevenOne Media GmbH active
   for Pro7Sat.1) for anticompetitive discount agreements in  the  form  of  proportional  volume  discounts  based  on  advertising  budget  and
   retroactive sliding scale discount agreements.[219] Since then, the Parties explain that these types of discounts are no longer in  place,  as
   IP Deutschland GmbH and SevenOne’s discount systems are based on level of spend rather than  share  of  volume.  In  addition,  following  the
   Bundeskartellamt’s decision, the two sales houses no longer offer  sliding  scale  arrangements  and  only  negotiate  on  a  fixed  basis  of
   volume.[220]

305. Negotiations in Germany are done on a client per client basis and most contracts are customer  specific,  meaning  they  include  terms  and
   rebates that are specific to a particular advertiser.[221] Even if in Germany individual agencies may aggregate their agency’s overall  volume
   in order to negotiate free spots and AVBs[222], a large proportion of AVBs is passed on  to  clients  due  to  growing  client  awareness  and
   pressure. Most client contracts ensure transparency regarding the level of AVBs to be returned  to  the  client,  in  particular  through  the
   client’s right to have the agency regularly audited by independent auditors. As a consequence, […].[223] The other discounts achieved by media
   buying agencies are also passed on to their clients.[224] In addition, when an agreement is reached to carry out joint negotiations  (that  is
   to say cross-agencies for some clients), it is because the clients concerned and their MBS agency consider that  such  a  negotiation  process
   allows for the purchase of media spaces at a better price and/or of a better quality.  However,  these  business  decisions  are  specific  to
   certain clients and these types of negotiations represent a rather limited  share  of  the  Parties'  media  buying  in  Germany  (below  [10-
   20]%).[225] The Commission considers that the Transaction is not likely to bring about any changes in this  respect;  customers  (advertisers)
   are therefore likely to continue to benefit from any discounts that the agencies would achieve.

306. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Germany.

6 Greece

                 a. Sales side

307. In 2012, the Parties’ combined market share on the sales side of the MBS in Greece amounted to [5-10]% including direct sales, and  [10-20]%
   excluding direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

308. The merged entity will continue to face competition from the four other large advertising networks[226],  WPP[227],  IPG,  Dentsu-Aegis  and
   Havas, as well as from a number of independent players.[228] Several of these independent players have a number of large-scale advertisers  as
   clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

309. The analysis of RECMA Compitches data indicates that the number of participants in Greece was higher in tenders where Publicis  and  Omnicom
   were both present compared to the rest of the tenders.[229] In 56% of overlap tenders there were four or more participants compared to 27% for
   the rest of the tenders in the country. There was also at least one other participant in 78% of overlap tenders. [230]

310. Therefore, the merged entity will continue to face competition from a number of competitors in the tenders in which it will take part  post-
   Transaction.

311. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data for Greece shows that, on average, in tenders where it was incumbent, Omnicom won in only 33% of  the  cases  and  in  tenders
   where it was incumbent, Publicis did not win any tenders.[231]

312. According to the analysis of the Parties' participation in 2010-2012 tenders in Greece in the RECMA Compitches data,  Publicis  and  Omnicom
   overlapped in 38% of tenders. In the tenders in which Omnicom participated, Publicis was also present in 42% of the cases. In the  tenders  in
   which Publicis participated, Omnicom was present in 100% of the cases.[232] The most prominent competitors in all  tenders  in  which  Omnicom
   participated in Greece were IPG first and WPP second. In all tenders in which Publicis participated in Greece, Omnicom was first  followed  by
   IPG. [233] In tenders in which Publicis was the incumbent, it lost to Omnicom, IPG and Dentsu-Aegis. In  tenders  in  which  Omnicom  was  the
   incumbent, it lost to WPP and Publicis. Omnicom won its tenders against Publicis, WPP and independents.[234]

313.  Moreover, market participants that replied to the market investigation consider that Publicis'  closest  competitor  is  WPP,  followed  by
   Omnicom. Omnicom's closest competitor is also WPP, followed by Dentsu-Aegis.[235]

314. In view of the above, Publicis and Omnicom are somewhat closer competitors in  Greece  than  in  other  countries.  Other  competitors  are,
   however, also present in tenders in which Publicis and Omnicom participate.

315. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as  regards  Greece  that
   contradicts any of the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number  of  MBS
   agencies post-Transaction, including for large-scale advertisers.[236].

316.  In light of the above, the Commission concludes that the Transaction does not raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Greece.

                 f. Procurement side

317. Table 11 below presents the market shares of the Parties on the procurement side of the MBS market in Greece by media channel[237]:

      Table 11: Greece - MBS Procurement share by channel
|                               |Omnicom          |Publicis         |Combined         |
|All Channels                   |[…]              |[…]              |[5-10]%          |
|TV                             |[…]              |[…]              |[10-30]%         |
|Print                          |[…]              |[…]              |[0-10]%          |
|Online/mobile                  |[…]              |[…]              |[10-30]%         |
|Outdoor                        |[…]              |[…]              |[10-30]%         |
|Radio                          |[…]              |[…]              |[0-10]%          |
|Cinema                         |[…]              |[…]              |[0-10]%          |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[238])

318. As can be seen in Table 11, the print, online / mobile, outdoor, radio and cinema sectors are not affected by the  Transaction  when  direct
   sales are included.

319. Regarding TV, the combined market share of the Parties is small, at [10-30]%.

320. Furthermore, the TV sector in Greece is concentrated with 4 players representing more than 60% of the  market.  MEGA  is  the  most  popular
   channel with a daily audience share of 20% in 2012; ANT1 follows with 17%, and Alpha TV and Star with 13%  and  10%  respectively.  The  total
   share of the public service channels in 2012 was 13.6%.[239] The merged entity will therefore face strong  media  owners  on  the  TV  channel
   segment in Greece. One media owner expressed concerns as regards the Transaction in Greece, but these concerns were not substantiated and  are
   not in line with the market share data of the Parties. The Commission considers in addition that the countervailing power on the media owners'
   side will be significant enough to offset any increase in negotiation power of the merged entity.

321. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Greece.

7 Hungary

                 a. Sales side

322. In 2012, the Parties’ combined market share in MBS in Hungary amounted to [10-20]% including direct sales,  and  [20-30]-[20-30]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

323. The merged entity will face competition from the four other large advertising  networks[240],  WPP,  Dentsu-Aegis,  IPG,  Havas,  and  other
   independent players.[241] Some of these independent players have a number of large-scale advertisers as clients, that is to  say  clients  for
   MBS requiring large (EEA-wide or global) reach.

324. The analysis of RECMA Compitches data for Hungary indicates that the number of  participants  was  higher  in  tenders  where  Publicis  and
   Omnicom were both present compared to the rest of the tenders.[242] In 50% of the overlap tenders there were four or more  participants  while
   this ratio was only 30% for the rest of the tenders.[243]

325. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data for Hungary shows that on average, in tenders where they were incumbents, Publicis won in 60% of the cases while  Omnicom  won
   in 50% of the cases.[244]

326. According to the analysis of the Parties' participation in 2010-2012 tenders in Hungary in the RECMA Compitches data, Publicis  and  Omnicom
   overlapped in tenders to a limited extent (17% of all tenders). Publicis and Omnicom were present in less than half of the  tenders  in  which
   the other was present (32% and 40% respectively).[245] The most prominent competitors in all tenders in which Omnicom participated in  Hungary
   were IPG and WPP. In the tenders in which Publicis participated in Hungary, IPG was first, followed by Omnicom[246]. In tenders in which  they
   were the incumbents Publicis mainly lost tenders to WPP and IPG while Omnicom lost tenders to WPP, IPG and Havas. When  Omnicom  was  not  the
   incumbent, it mainly won from IPG, WPP and independents. Likewise when Publicis was not the incumbent, it mainly won from IPG.[247]

327. A majority of market participants that replied to the market investigation consider that Publicis' closest competitor is  WPP,  followed  by
   Dentsu-Aegis. Omnicom's closest competitor is also WPP, followed by IPG.[248]

328. In view of the above, Publicis and Omnicom are not each other's closest competitors in Hungary.

329. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as regards  Hungary  that
   contradicts any of the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number  of  MBS
   agencies post-Transaction, including for large-scale advertisers.[249]

330. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Hungary.

                 g. Procurement side

331. Table 12 below presents market shares of the Parties on the procurement side of the MBS market in Hungary[250]:

      Table 12: Hungary - MBS Procurement share by channel
|                      |Omnicom         |Publicis      |Combined         |
|All Channels          |[…]             |[…]           |[10-20]%         |
|TV                    |[…]             |[…]           |[10-30]%         |
|Print                 |[…]             |[…]           |[0-10]%          |
|Online/mobile         |[…]             |[…]           |[0-10]%          |
|Outdoor               |[…]             |[…]           |[10-30]%         |
|Radio                 |[…]             |[…]           |[10-30]%         |
|Cinema                |[…]             |[…]           |[0-10]%          |

      Source: Form CO (ZenithOptimedia including direct sales – Shares of the Parties per cost of media time[251])

332. As can be seen in Table 12, the following media channels are affected by the Transaction in Hungary: TV and outdoor.

333. The TV and outdoor segments are concentrated in Hungary.[252] The TV advertising segment is led by the two private broadcasting groups,  RTL
   Group (RTL Klub) and ProSiebenSat1 (TV2), followed by the public broadcaster, MTVA. RTL Klub remained the market leader  in  2011  with  27.9%
   while TV2 had 19.5%. The public channels M1 and M2 had a combined market share in 2011 of 11.6%.[253] Likewise, two main operators are present
   on the outdoor advertising segment, Publimont Kft and Clear Channel. JCDecaux re-entered the Hungarian outdoor market through the  acquisition
   of Epamedia Hungary in 2012.[254]

334. The merged entity will therefore face strong media owners on the TV and outdoor channels in Hungary. Even though the Parties will  represent
   a relatively important share of the sales of media owners, the countervailing power on the media owners' side will be  significant  enough  to
   offset the increase in negotiation power of the merged entity.

335. Considering the level of the combined market shares and the fact that other competing MBS agencies  that  can  service  these  segments  are
   present in Hungary, it is unlikely that competition concerns will arise as a result of the Transaction.

336. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Hungary.

8 Ireland

                 a. Sales side

337. In 2012, the Parties’ combined market share in MBS in Ireland amounted to [10-20]% including direct sales,  and  [10-20]-[10-20]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

338. The merged entity will face competition from the four other large advertising networks[255], namely WPP, Dentsu-Aegis  IPG  and  Havas[256],
   as well as from a number of independent players[257]. Several of these independent  players  have  a  number  of  large-scale  advertisers  as
   clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

339. The analysis of RECMA Compitches data indicates that the number of participants was higher in tenders where Publicis and Omnicom  were  both
   present compared to the rest of the tenders.[258] In 33% of overlap tenders there were four or more participants compared to 21% of  the  rest
   of the tenders in the country.[259]

340. Therefore, the merged entity will continue to face competition from a number of competitors in the tenders in which it will take part  post-
   Transaction.

341. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data shows that Omnicom won no tenders where it was the incumbent and so did also Publicis[260].

342. According to the analysis of the Parties' participation in 2010-2012 tenders in Ireland in the RECMA Compitches data, Publicis  and  Omnicom
   were present in 9% of all tenders and in less than half of the tenders in which the other was present: Publicis was  present  in  21%  of  all
   tenders in which Omnicom participated, and Omnicom in 50% of Publicis tenders[261]. In addition, the Parties faced  other  groups  in  tenders
   more often than each other. The most prominent competitors in the tenders in which Omnicom participated was WPP first and Dentsu-Aegis second.
   In tenders in which Publicis participated, WPP and Omnicom appeared the most often[262]. Omnicom's  customers  that  switched  agency,  mainly
   switched to WPP and IPG, Publicis' customers mainly switched to WPP, followed by IPG and Omnicom. Omnicom won tenders from WPP first  followed
   by Publicis, while Publicis won tenders from WPP and from Dentsu-Aegis[263].

343. Moreover, a majority of market participants that replied to the market investigation consider that  Publicis'  closest  competitor  is  WPP,
   followed by Dentsu-Aegis. Omnicom's closest competitor is also WPP, followed by Dentsu-Aegis.[264]

344. In view of the above, Publicis and Omnicom are not each other's closest competitors in Ireland.

345. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as regards  Ireland  that
   contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number of MBS agencies
   post-Transaction in particular also for large-scale advertisers.[265]

346. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Ireland.

                 b. Procurement side

347. Table 13 below presents the market shares of the Parties on the procurement side of the MBS market in Ireland by media channel[266]:

      Table 13: Ireland - MBS Procurement share by channel
|                      |Omnicom             |Publicis            |Combined         |
|All Channels          |[…]                 |[…]                 |[10-20]%         |
|TV                    |[…]                 |[…]                 |[10-30]%         |
|Print                 |[…]                 |[…]                 |[0-10]%          |
|Online/mobile         |[…]                 |[…]                 |[0-10]%          |
|Outdoor               |[…]                 |[…]                 |[10-30]%         |
|Radio                 |[…]                 |[…]                 |[10-30]%         |
|Cinema                |[…]                 |[…]                 |[0-10]%          |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[267])

348. As can be seen in Table 13, only the outdoor channel is affected by the Transaction. TV, print, online / mobile, radio  and  cinema  sectors
   are therefore not further discussed in this section.

349. Ireland’s outdoor advertising segment is concentrated. Clear Channel Ireland, JCDecaux Ireland,  CBS  Outdoor  and  Bravo  Outdoor  together
   represent 98% of the outdoor advertising media owners throughout Ireland.[268] They offer advertising space on buses,  trains,  bus  shelters,
   billboards and other outdoor platforms.[269] In view of the relatively low combined market share of the Parties and  the  presence  of  strong
   players among the media vendors, the Commission considers that the countervailing power on the media owners' side will be  significant  enough
   to offset any increase in negotiation power of the merged entity.

350. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Ireland.

9 Italy

                 a. Sales side

351. In 2012, the Parties’ combined market share in MBS in Italy amounted to [20-30]% including  direct  sales,  and  [20-30]-[30-40]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).[270]

352. The merged entity will face competition from the four other large advertising networks[271], WPP, Dentsu-Aegis, Havas, and  IPG,  plus  from
   Media Italia and a number of independent players[272]. Some of these independent players have a number of large-scale advertisers as  clients,
   that is to say clients for MBS requiring large (EEA-wide or global) reach.

353. The analysis of the RECMA Compitches data for Italy indicates that the number of participants was  higher  in  tenders  where  Publicis  and
   Omnicom were both present compared to the rest of the tenders.[273] In 93% of overlap tenders there were four or more participants while  this
   ratio was only 47% for the rest of the tenders.[274]

354. Moreover, customers have, and still have post-Transaction, the ability to switch to other  MBS  agencies.  Indeed,  the  analysis  of  RECMA
   Compitches data for Italy shows that, on average, in tenders where it  was  incumbent,  Publicis  won  in  only  29%  of  the  cases.[275]  No
   conclusions can be drawn with regard to Omnicom as the complete dataset included only two tenders in which Omnicom was the incumbent.[276]

355. According to the analysis of the Parties' participation in 2010-2012 tenders in Italy in the RECMA Compitches  data,  Publicis  and  Omnicom
   overlapped in 31% of tenders. Publicis participated in more than half of the tenders in which Omnicom participated while Omnicom  participated
   in around half of the tenders in which Publicis participated[277]. However, the most prominent competitors in all  tenders  in  which  Omnicom
   participated in Italy was WPP first and Dentsu-Aegis second. Likewise, in all tenders in which Publicis participated in Italy, WPP was  first,
   followed by Dentsu-Aegis that came second.[278] In tenders in which Publicis was the incumbent, it lost to WPP and Dentsu-Aegis.[279] Publicis
   won its tenders mainly from WPP, and Omnicom won its tenders mainly from Dentsu Aegis.[280]

356. A majority of market participants that replied to the market investigation consider that Publicis' closest competitor is  WPP,  followed  by
   Dentsu-Aegis. Likewise, Omnicom's closest competitor is WPP, followed by Dentsu-Aegis.[281]

357. In view of the above, Publicis and Omnicom are not each other's closest competitors in Italy.

358. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue  as  regards  Italy  that
   contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number of MBS agencies
   post-Transaction, including for large-scale advertisers.[282]

359. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Italy.

                 h. Procurement side

360. Table 14 below presents market shares of the Parties on the procurement side of the MBS market in Italy[283]:

      Table 14: Italy - MBS Procurement share by channel
|                      |Omnicom         |Publicis            |Combined                  |
|All Channels          |[…]             |[…]                 |[20-30]%                  |
|TV                    |[…]             |[…]                 |[10-30]%                  |
|Print                 |[…]             |[…]                 |[10-30]%                  |
|Online/mobile         |[…]             |[…]                 |[10-30]%                  |
|Outdoor[284]          |[…]             |[…]                 |[10-30]%                  |
|Radio                 |[…]             |[…]                 |[10-30]%                  |
|Cinema                |[…]             |[…]                 |[30-50]%                  |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[285])

361. As can be seen in Table 14, all media channels in Italy are affected by the Transaction.

362. Cinema. Cinema owners are concentrated in Italy with two main cinema groups, UCI Cinemas and the Space, which together hold  more  than  40%
   of the cinema market[286]. The sale of advertising space is carried out by companies operating on behalf of  the  cinema  owners.  The  market
   investigation indicated that there are currently three main media suppliers in the cinema channel in Italy, namely MovieMedia, Rai  Pubblicità
   and the Space.[287]

363. Second, cinema owners or companies operating on behalf of cinema owners in Italy indicated in response to the market investigation that  the
   merged entity will not be able to achieve buyer power to a level that it will be able to dictate its prices and other purchase  conditions  to
   media owners post-Transaction with the exception of one respondent  which  reasoned  that  such  buyer  power  will  lead  to  a  decrease  in
   prices.[288] The majority of customers that require MBS services in Italy did not consider that the merged entity will significantly  increase
   its buyer power[289].

364. The merged entity will therefore face strong media owners on the cinema channel  in  Italy.  Even  though  the  Parties  will  represent  an
   important share of the sales of media owners, the countervailing power on the media owners' side will be  significant  enough  to  offset  the
   increase in negotiation power of the merged entity.

365. Other types of media: TV, print, online/mobile, outdoor and radio. The Parties' combined market shares on the  procurement  markets  on  the
   print, online/mobile and radio channels are below [10-30]%. The print and radio segments are characterised by a few leading players while  the
   online/mobile segment is led by Google.[290]

366. On the TV and outdoor channels, the market shares are [10-30]%  and  [10-30]%  respectively.  However,  media  owners  are  concentrated  in
   Italy.[291] Indeed, the TV advertising segment is led by the private broadcasting group Mediaset and the public service  broadcaster  RAI.  In
   the last three years, these two groups have had a combined share of over 78% of total TV advertising  sales  in  Italy,  with  the  four  main
   players (RAI and Mediaset plus Sky and Telecom Italia) holding a total share of above 87%.[292] Likewise, the outdoor advertising  segment  in
   Italy is led by four main operators: IGPDecaux (27%), Clear Channel (16%), IPAS (10%) and CBS Outdoor (7%).[293]

367. The merged entity will therefore face strong media owners on the TV,  print,  online/mobile,  outdoor  and  radio  channels  in  Italy.  The
   countervailing power on the media owners' side will be significant enough to offset any increase in negotiation power of the merged entity.

368. Considering the level of the combined market shares, the fact that other competing MBS agencies that can service these segments are  present
   in Italy and the level of concentration of media owners, it is unlikely that competition concerns will arise as a result of the Transaction.

369. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Italy.

10 Latvia

                 a. Sales side

370. In 2012, the Parties’ combined market share in MBS in Latvia amounted to [20-30]% including direct  sales,  and  [20-30]-[20-30]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

371. The merged entity will face competition from three out of the four other large advertising networks[294], Dentsu-Aegis, Havas  and  IPG,  as
   well as from other independent players such as Creative Media Services[295]. Some of these independent players have a  number  of  large-scale
   advertisers as clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

372. Customers have, and will still have post-Transaction, the ability to switch to other MBS agencies. The analysis  of  the  Parties'  internal
   data for Latvia indicates that, [Summary of Publicis and Omnicom's win, loss and incumbency data].[296]

373. A majority of market participants that replied to the market investigation consider that Publicis' closest competitor is  WPP,  followed  by
   IPG while Omnicom's closest competitor is WPP, followed by IPG.[297]

374. In view of the above, Omnicom and Publicis are not each other's closest competitors in Latvia.

375. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as  regards  Latvia  that
   contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number of MBS agencies
   post-Transaction in particular also for large-scale advertisers.[298]

376. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Latvia.

                 i. Procurement side

377. Table 15 below presents market shares of the Parties on the procurement side of the MBS market in Latvia[299]:

      Table 15: Latvia - MBS Procurement share by channel
|                    |Omnicom           |Publicis          |Combined                  |
|All Channels        |[…]               |[…]               |[20-30]%                  |
|TV                  |[…]               |[…]               |[10-30]%                  |
|Print               |[…]               |[…]               |[10-30]%                  |
|Online/mobile       |[…]               |[…]               |[10-30]%                  |
|Outdoor             |[…]               |[…]               |[10-30]%                  |
|Radio               |[…]               |[…]               |[10-30]%                  |
|Cinema              |[…]               |[…]               |[10-30]%                  |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[300])

378. As can be seen in Table 15, the following media channels are affected by the proposed Transaction in  Latvia:  TV,  online/mobile,  outdoor,
   radio and cinema.

379. The Parties' combined market share on the procurement markets on the radio channel was [10-30]%. Considering the small market shares of  the
   Parties in this affected market, the Transaction is unlikely to raise any serious doubts as to its compatibility with the internal  market  on
   this segment.

380. TV. On the TV, online/mobile, outdoor and cinema channels, the market shares were [10-30]%, [10-30]%, [10-30]% and  [10-30]%,  respectively.
   However, there are a number of strong media owners in Latvia.[301] Indeed, the TV advertising includes a number of strong  players,  including
   the three private channels (LNT, TV3 and PBK) and the public channel LTV1. Together they held a 46% audience share in 2011.[302] Additionally,
   in early 2012, Latvia's two largest commercial TV broadcasters merged (MTG and LNT).[303]

381. Other types of media: online/mobile and outdoor. Likewise, the online/mobile and outdoor channels are  concentrated  in  Latvia.  Google  is
   strengthening its position in Latvia in online advertising,[304] particularly in online search  advertising,  while  the  outdoor  advertising
   segment is led by JCDecaux, which appears to be the leading outdoor advertising operator in this  country,[305]  followed  by  Clear  Channel,
   EuroAWK, Pilsētas Līnijas and Tilts Media. Lastly, there are four main players in the cinema channel, namely Forum Cinemas, Multikino, Cinamon
   and Silver Screen, which together represent a significant proportion of the available ad time in Latvia.[306] In addition, cinema ad spend  is
   small and no significant developments are forecasted.[307]

382. The merged entity will therefore face strong media owners on the TV, online/mobile, outdoor and cinema channels in Latvia. Even  though  the
   Parties will represent a relatively important share of the sales of media owners, the countervailing power on the media owners' side  will  be
   significant enough to offset the increase in negotiation power of the merged entity.

383. Considering the level of the combined market shares, the fact that other competing MBS agencies that can service these segments are  present
   in Latvia and the level of concentration of media owners, it is unlikely that competition concerns will arise as a result of the Transaction.

384. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Latvia.

11 Lithuania

                 a. Sales side

385. In 2012, the Parties’ combined market share in MBS in Lithuania amounted to [10-20]% including direct sales, and [10-20]-[10-20]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

386. The merged entity will face competition from three of the four other larger advertising networks[308],  Dentsu-Aegis,  IPG,  and  Havas,  as
   well as from a number of independent players[309]. Some of these independent players have a number of large-scale advertisers as clients, that
   is to say clients for MBS requiring large (EEA-wide or global) reach.

387. Customers have, and will still have post-Transaction, the ability to switch to other MBS agencies. The analysis  of  the  Parties'  internal
   data for Lithuania indicates that [Summary of Publicis and Omnicom's win, loss and incumbency data]. [310]

388. A majority of market participants that replied to the market investigation consider that Publicis' closest competitor is  WPP,  followed  by
   Dentsu-Aegis, while Omnicom's closest competitor is WPP, followed by IPG.[311]

389. In view of the above, Omnicom and Publicis are not each other's closest competitors in Lithuania.

390. Finally, a majority of customers that replied to the market investigation did not raise any  country-specific  issue  as  regards  Lithuania
   that contradicts any of the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number  of
   MBS agencies post-Transaction, including for large-scale advertisers.[312]

391. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Lithuania.

                 j. Procurement side

392. Table 16 below presents market shares of the Parties on the procurement side of the MBS market in Lithuania[313]:

      Table 16: Lithuania - MBS Procurement share by channel
|                      |Omnicom           |Publicis          |Combined            |
|All Channels          |[…]               |[…]               |[5-10]%             |
|TV                    |[…]               |[…]               |[10-30]%            |
|Print                 |[…]               |[…]               |[0-10]%             |
|Online/mobile         |[…]               |[…]               |[10-30]%            |
|Outdoor               |[…]               |[…]               |[30-50]%            |
|Radio                 |[…]               |[…]               |[0-10]%             |
|Cinema                |[…]               |[…]               |[10-30]%            |

      Source: Form CO (ZenithOptimedia including direct sales – Shares of the Parties per cost of media time[314])

393. As can be seen in Table 16, the following media channels are affected by the  Transaction  in  Lithuania:  TV,  online/mobile,  outdoor  and
   cinema.

394. Outdoor. The outdoor advertising space is led by two main operators, Clear Channel Lithuania and JCDecaux Lietuva UAB. In  general,  outdoor
   media owners are constrained by the limited availability of advertising space and by regulatory limitations as regards the choice of space.

395. The merged entity will therefore face strong media owners on the outdoor channel in Lithuania. Even though  the  Parties  will  represent  a
   relatively important share of the sales of these two media owners, the countervailing power on the media  owners'  side  will  be  significant
   enough to offset the increase in negotiation power of the merged entity.

396. Other types of media: TV, online/mobile and cinema. The Parties' combined market shares on the procurement markets on the online/mobile  and
   cinema channels are below [10-30]% while on the TV channel they amount to [10-30]%.

397. The nationwide segment for TV advertising is led by the private broadcaster group MTG (which owns 32 channels,  including  TV3),  MG  Baltic
   Group and UAB Koncernas Achemos Grupe. Together they accounted for approximately 47% of the audience share in 2011.[315] In Lithuania,  online
   advertising is led by Google particularly in relation to online search advertising.[316] The  cinema  advertising  segment  is  led  by  Forum
   Cinemas, which owns 6 multiplex cinemas across the country. Other international media chains active in Lithuania  are  Multikino  and  Cinamon
   which owns one multiplex each. Forum Cinemas is a leader in both film distribution and film exhibition. In addition, the advertising space  of
   both Forum Cinemas and Cinamon is  sold  through  the  intermediary  of  the  same  sales  house,  Pirmalinja,  active  in  all  three  Baltic
   countries.[317]

398. As evidenced above, these media channels are concentrated in Lithuania.[318] The countervailing power on the  media  owners'  side  will  be
   significant enough to offset any increase in negotiation power of the merged entity.

399. Considering the level of the combined market shares and the fact that other competing MBS agencies  that  can  service  these  segments  are
   present in Lithuania, it is unlikely that competition concerns will arise as a result of the Transaction.

400. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Lithuania.

12 The Netherlands

                 a. Sales side

401. In 2012, the Parties’ combined market share in MBS in the Netherlands amounted to [5-10]% including direct  sales,  and  [10-20]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

402. The merged entity will continue to face competition from the four other large advertising networks[319], WPP, IPG, Dentsu-Aegis  and  Havas,
   as well as from a number of independent players[320]. Several of these independent  players  have  a  number  of  large-scale  advertisers  as
   clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

403. The analysis of RECMA Compitches data indicates that the number of participants in the Netherlands was higher in tenders where Publicis  and
   Omnicom were both present compared to the rest of the tenders[321]. In all overlap tenders, there were 4 or more participants compared to  27%
   for the rest of the tenders in the country. There is also at least one other participant in all (100%) overlap tenders.[322]

404. Therefore, the merged entity will continue to face competition from a number of competitors in the tenders in which it will take part  post-
   Transaction.

405. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data for the Netherlands shows that in tenders where it was incumbent, Publicis did not win any  tenders.  No  conclusions  can  be
   drawn with regard to tenders in which Omnicom was the incumbent as the complete dataset includes only two tenders in  which  Omnicom  was  the
   incumbent.[323]

406. According to the analysis of the Parties' participation in 2010-2012 tenders in the Netherlands in the RECMA Compitches data,  Publicis  and
   Omnicom overlapped in 3% of the tenders. Out of the tenders in which Omnicom participated, Publicis was also present in 7% of the  cases.  Out
   of the tenders in which Publicis participated, Omnicom was also present in 7% of the cases.[324] The most prominent competitors in all tenders
   in which Omnicom participated in the Netherlands was  WPP  first  and  Dentsu-Aegis  second.  Likewise,  in  all  tenders  in  which  Publicis
   participated in the Netherlands, WPP was first followed by IPG.[325] In tenders in which Publicis was the incumbent, it lost  to  Havas,  IPG,
   and WPP, while Omnicom lost tenders in which it was the incumbent to WPP and Dentsu-Aegis. Publicis won its tenders against WPP,  Dentsu-Aegis
   and IPG. Omnicom won tenders from Dentsu-Aegis, IPG and an independent agency.

407. Moreover, market participants that replied to the market investigation consider that Publicis' closest competitor is WPP,  followed  by  IPG
   and Omnicom. Omnicom's closest competitor is also WPP, followed by Dentsu-Aegis.[326]

408. The Parties are therefore not each other's closest competitors in the Netherlands.

409. Finally, a majority of customers that replied to the  market  investigation  did  not  raise  any  country-specific  issue  as  regards  the
   Netherlands that contradicts the conclusions outlined in the general section IV.4.1.3 above, notably  that  there  will  remain  a  sufficient
   number of MBS agencies post-Transaction, including for large-scale advertisers.[327]

410. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in the Netherlands.

                 k. Procurement side

411. Table 17 below presents market shares of the Parties on the procurement side of the MBS market in the Netherlands[328]:

      Table 17 - the Netherlands- MBS Procurement share by channel
|                               |Omnicom           |Publicis      |Combined          |
|All Channels                   |[…]               |[…]           |[5-10]%           |
|TV                             |[…]               |[…]           |[10-30]%          |
|Print                          |[…]               |[…]           |[0-10]%           |
|Online/mobile                  |[…]               |[…]           |[0-10]%           |
|Outdoor                        |[…]               |[…]           |[10-30]%          |
|Radio                          |[…]               |[…]           |[10-30]%          |
|Cinema                         |[…]               |[…]           |[0-10]%           |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[329])

412. As can be seen in Table 17, the print, online / mobile and cinema channels are not affected by  the  Transaction.  They  are  therefore  not
   further discussed in this section.

413. The TV, outdoor and radio channels are affected by the Transaction. However, the combined market shares of the Parties  ([10-30]%  for  each
   affected media, respectively), is rather small, and it is unlikely that competition concerns will arise as a result of the Transaction,  given
   the presence of competing MBS agencies in the country.

414. Given the low combined market share of the Parties and the concentration of media vendors in the TV, radio and outdoor  media  respectively,
   the vendors of advertising space or time in these media in the Netherlands will be in a position to continue to exert a  sufficient  level  of
   bargaining power versus the merged entity.

415. Notably, the nation-wide market for TV advertising is led by  two  private  broadcaster  groups,  RTL  Group  and  Sanoma,  and  one  public
   broadcaster, NBO, with a combined market share of 73%.[330]

416. Radio advertising is also concentrated, with four groups, the public Nederlandse Publieke Omroep (NPO), Talpa Media, Telegraaf  Media  Group
   and De Persgroep, with a combined market share of 72% in 2012.[331]

417. Finally, the outdoor advertising space is led in the Netherlands by three large  international  groups:  CBS  Outdoor,  Clear  Channel,  and
   JCDecaux. Among them, CBS Outdoor is the market leader and has a market share of over 50% in outdoor advertising.[332]

418. Therefore, the merged entity will face strong  media  owners  on  the  outdoor,  TV  and  radio  media  channels  in  the  Netherlands.  The
   countervailing power on the media owners' side will be significant enough to offset any increase in negotiation power of the merged entity.

419. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in the Netherlands.

13 Poland

                 a. Sales side

420. In 2012, the Parties’ combined market share in MBS in Poland amounted to [30-40]% including direct  sales,  and  [30-40]-[30-40]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

421. The merged entity will face competition from the four other large advertising networks[333], WPP, IPG, Dentsu-Aegis and Havas,  as  well  as
   from a number of independent players[334]. Several of these independent players have a number of large-scale advertisers as clients,  that  is
   to say clients for MBS requiring large (EEA-wide or global) reach.

422. The analysis of RECMA Compitches data for Poland indicates that the number of participants was higher in tenders where Publicis and  Omnicom
   were both present compared to the rest of the tenders.[335] Indeed, in 53% of overlap tenders there were four or more participants compared to
   30% for the other tenders in the country.[336]

423. WPP participated between 2010 and 2012 in 76% of the tenders in the country. Moreover, the participation for  IPG,  Dentsu-Aegis  and  Havas
   increased significantly between 2010 and 2012.

424. Therefore, the merged entity will continue to face competition from a number of competitors in the tenders in which it will take part  post-
   Transaction.

425. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data shows that on average, Omnicom won tenders in 27% of the cases where it was the incumbent (through the same agency or  another
   agency within the group) and Publicis in 41% of the cases.[337]

426. According to the analysis of the Parties' participation in 2010-2012 tenders in Poland in the RECMA Compitches data,  Publicis  and  Omnicom
   were both present in 29% of all tenders. Publicis was present in 63% of the tenders in which Omnicom  participated.  Conversely,  Omnicom  was
   present in 44% of the tenders in which Publicis participated[338]. In addition, the most prominent competitors in the tenders in which Omnicom
   participated were WPP followed by Publicis. Likewise, in tenders in which Publicis  participated,  WPP  and  Omnicom  were  first  and  second
   respectively.[339] Omnicom's customers that switched agency, mainly switched to WPP and Publicis. Publicis' customers which  switched  agency,
   switched to WPP first, then equally to Omnicom and IPG. Omnicom won tenders from Publicis and WPP,  while  Publicis  won  tenders  first  from
   Omnicom, and second from IPG and Havas.[340]

427. Nevertheless, a majority of market participants that replied to the market investigation considered that WPP is the  closest  competitor  of
   Publicis, followed by IPG. Omnicom's closest competitor is also WPP, followed by Publicis.[341]

428. In view of the above, the Commission considers that WPP, Publicis and Omnicom appear to be equally close competitors on the Polish market.

429. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as  regards  Poland  that
   contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number of MBS agencies
   post-Transaction, including for large-scale advertisers.[342]

430. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Poland.

                 l. Procurement side

431. Table 18 below presents the market shares of the Parties on the procurement side of the MBS market in Poland by media channel[343]:

      Table 18: Poland - MBS Procurement share by channel
|                               |Omnicom         |Publicis      |Combined         |
|All Channels                   |[…]             |[…]           |[30-40]%         |
|TV                             |[…]             |[…]           |[30-50]%         |
|Print                          |[…]             |[…]           |[10-30]%         |
|Online/mobile                  |[…]             |[…]           |[10-30]%         |
|Outdoor                        |[…]             |[…]           |[30-50]%         |
|Radio                          |[…]             |[…]           |[10-30]%         |
|Cinema                         |[…]             |[…]           |[10-30]%         |

      Source: Form CO (ZenithOptimedia including direct sales – Shares of the Parties per cost of media time[344])

432. As can be seen in Table 18, all types of media are affected by the Transaction.

433. TV. Certain TV media suppliers in Poland raised the concern that the Transaction will strengthen the merged entity's  bargaining  power  and
   therefore increase the price pressure on media owners[345]. However, the media suppliers that replied to the  market  investigation  indicated
   that the Polish TV segment is concentrated.[346]

434.  Indeed, the TV sector in Poland is concentrated with three players representing around 80% of the prime time viewing.  The  public  service
   broadcaster group TVP accounts for 36.5% of audience share, the private broadcaster groups TVN and Polsat have respectively  24%  and  20%  of
   audience share.[347]

435. Even though the Parties will represent an important share of the media owners' sales, in view of the above, the countervailing power on  the
   media owners' side will be significant enough to offset the increase in negotiation power of the merged entity.

436. Outdoor. There are two main operators in the outdoor advertising sector in Poland: AMS and Stroer Group, with  shares  of  respectively  32%
   and 29%. Cityboard Media and Clear Channel are two other significant players with respectively 13% and 10% market  shares.  JCDecaux  is  also
   present in Poland, and reinforced its position on the Polish market by acquiring Gigaboard Polska in January 2012.[348] The media owners  that
   replied to the market investigation indicated that the outdoor segment is concentrated.[349]

437. The merged entity will therefore face strong media owners on the outdoor channel in  Poland.  Even  though  the  Parties  will  represent  a
   relatively important share of the sales of media owners, the countervailing power on the media owners' side  will  be  significant  enough  to
   offset the increase in negotiation power of the merged entity.

438. Other types of media: print, radio, online/mobile and cinema. The three main publisher groups (Springer, owner  of  Fakt,  Agora,  owner  of
   Gazeta Wyborcza and Metro ZPR, owner of Super Express) represent more than 50% of the daily newspaper  ownership.[350]  Three  main  publisher
   groups are present on the magazine sector, namely Springer, Bauer Media and Gruner + Jahr, each of them owning several magazines.[351] In  the
   radio sector, three entities (Bauer, which owns Radio RMF and is also active in the magazine sector, Polskie Radio, and Eurozet  LTD)  have  a
   combined audience market share of 61%.[352] Online advertising is led by Google,  particularly  in  relation  to  online  search  advertising.
   Google’s search engine represents 97.5% of user share.[353] In the cinema sector, 80% of the cinemas are held by big multiplex cinema  chains,
   among which the leaders are Cinema City Poland, Helios Film Center, and Multikino.[354] The merged entity will  therefore  face  strong  media
   owners on the print, radio, online/mobile and cinema channels in Poland.

439. The countervailing power on the side media owners in the print, radio, online/mobile and cinema channels is  significant  enough  to  offset
   any increase in negotiation power of the merged entity.

440. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Poland.

14 Portugal

                 a. Sales side

441. In 2012, the Parties’ combined market share in MBS in Portugal amounted to [20-30]% including direct sales, and  [20-30]-[20-30]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

442. The merged entity will face competition from the four other large advertising networks[355], WPP, Havas, IPG, Dentsu-Aegis,  as  well  as  a
   number of independent players such as Nova Expressao and Executive Media[356]. Some of these independent players have a number of  large-scale
   advertisers as clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

443. The analysis of RECMA Compitches data for Portugal indicates that the number of participants  was  higher  in  tenders  where  Publicis  and
   Omnicom were both present compared to the rest of the tenders.[357] In all overlap tenders, there were four or more  participants  while  this
   ratio was only 37% for the rest of tenders.[358]

444. Moreover, customers have, and will still have post-Transaction, the ability to switch to other MBS agencies. Indeed, the analysis  of  RECMA
   Compitches data for Portugal shows that on average, in tenders where it was the incumbent, Omnicom won tenders in 33% of  the  cases.[359]  No
   conclusions can be drawn with regard to Publics as the complete dataset includes only two tenders in which Publicis was the incumbent.[360]

445. According to the analysis of the Parties' participation in 2010-2012 tenders in Portugal in the RECMA Compitches data, Publicis and  Omnicom
   overlapped in tenders to a limited extent (10% of all tenders). Publicis and Omnicom were present in less than half of the  tenders  in  which
   the other was present (25% and 33% respectively).[361]  In  addition,  the  most  prominent  competitors  in  the  tenders  in  which  Omnicom
   participated in Portugal were WPP and Havas, followed by Dentsu-Aegis. Likewise, in tenders in which Publicis participated, Havas  was  first,
   followed by WPP and IPG[362]. In tenders in which Omnicom was the incumbent, it  lost  to  Dentsu-Aegis,  IPG,  Havas  and  independents.[363]
   Publicis won tenders from Dentsu-Aegis and Havas. [364]

446. A majority of market participants that replied to the market investigation consider that Publicis' closest competitor is  WPP,  followed  by
   IPG. Likewise, Omnicom's closest competitor is also WPP, followed by IPG.[365]

447. In view of the above, Publicis and Omnicom are not each other's closest competitors in Portugal.

448. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as regards Portugal  that
   contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number of MBS agencies
   post-Transaction, including for large-scale advertisers.[366]

449. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Portugal.

                 m. Procurement side

450. Table 19 below presents market shares of the Parties on the procurement side of the MBS market in Portugal[367]:

      Table 19: Portugal - MBS Procurement share by channel
|                      |Omnicom         |Publicis        |Combined                |
|All Channels          |[…]             |[…]             |[20-30]%                |
|TV                    |[…]             |[…]             |[10-30]%                |
|Print                 |[…]             |[…]             |[10-30]%                |
|Online/mobile         |[…]             |[…]             |[10-30]%                |
|Outdoor               |[…]             |[…]             |[10-30]%                |
|Radio                 |[…]             |[…]             |[10-30]%                |
|Cinema                |[…]             |[…]             |[10-30]%                |

      Source: Form CO (ZenithOptimedia including direct sales – Shares of the Parties per cost of media time[368])

451. As can be seen in Table 19, the following media channels are affected by the Transaction in Portugal: TV, print, online/mobile and  outdoor.

452. TV. On the one hand, the nationwide market for TV advertising is led by the public broadcaster RTP  and  the  privately-owned  groups  Grupo
   Impresa (SIC portfolio) and Media Capital (the owner of Grupo Prisa, which operate the leading commercial  television  channel  TVI,  and  the
   radio stations Rádio Comercial, Rádio Clube Português and Cidade FM). Together they accounted for approximately 81% of the audience  share  in
   2011. On the other hand, the end users of the media time are advertisers and no single advertiser accounts for more than 5% of demand. [369]

453. Print. The print segment is likewise concentrated in Portugal. The main publishers are the following: Controlinveste (which owns  Jornal  de
   Notícias, Diário de Notícias, 24 Horas, O Jogo, National Geographic and several other specialised TV,  a  cable  television  channel),  Cofina
   (which owns the daily newspapers Correio da Manhã, Jornal de Negócios and Record, the free newspapers Destak and Meia-Hora and  the  magazines
   Sábado, a news magazine, TV Guia and several other specialised publications), Impresa (the owner of Expresso, Visão, Jornal de Letras,  Exame,
   Telenovelas, Caras and half a dozen specialised magazines), Impala (which owns, inter alia, focus, Maria, Eco, In7Dias, VIP  and  Gente).[370]
   Together, these main players account for 79% of the Portuguese print segment.[371]

454. Outdoor. The outdoor advertising space is led by JCDecaux Portugal, MOP  (Multimédia  Outdoors  Portugal),  Cemusa  Portugal  (Companhia  de
   Mobiliario Urbano e Publicidade), Spetacolor  Portugal  (Publicidade  Informatizada),  and  PD  (Publicidade  Dinâmica)  (APSmedia).  Together
   JCDecaux, MOP and Cemusa Portugal account for around [90-100]% of the Portuguese outdoor advertising segment.[372]  The  strength  of  outdoor
   advertising space providers also rests on the limited availability of desirable ad space.[373]

455. Online. The online advertising segment is led by Google, whose search engine represents approximately 97% of user share.

456. As evidenced above, these media segments are concentrated in Portugal.[374] The countervailing power on  the  media  owners'  side  will  be
   significant enough to offset any increase in negotiation power of the merged entity.

457. Considering the level of the combined market shares and the fact that other competing MBS agencies that could  service  these  segments  are
   present in Portugal, it is unlikely that competition concerns will arise as a result of the Transaction.

458. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Portugal.

15 Romania

                 a. Sales side

459. In 2012, the Parties’ combined market share in MBS in Romania amounted to [30-40]% including direct sales,  and  [30-40]-[30-40]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

460. The merged entity will face competition from the four other large advertising networks[375], WPP, IPG, Dentsu-Aegis and Havas,  as  well  as
   from a number of independent players such as Media Investment, United Media, Media-Tique and House of Media.[376] Several of these independent
   players have a number of large-scale advertisers as clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

461. The analysis of the RECMA Compitches data for Romania indicates that the number of participants was higher in  tenders  where  Publicis  and
   Omnicom were both present compared to the rest of the tenders.[377] Indeed, in 83% of overlap tenders, there were four  or  more  participants
   while this ratio was only 9% for the rest of the tenders.[378]

462. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data for Romania shows that on average,[379] in tenders where they were incumbents, Publicis won in only 14%  of  the  cases  while
   Omnicom won in only 20% of the cases.[380]

463. According to the analysis of the Parties' participation in 2010-2012 tenders in Romania in the RECMA Compitches data, Publicis  and  Omnicom
   overlapped in tenders to a limited extent (15% of all tenders). Publicis and Omnicom were present in less than half of the  tenders  in  which
   the other was present (38% and 33% respectively)[381].  In  addition,  the  most  prominent  competitors  in  the  tenders  in  which  Omnicom
   participated in Romania were WPP first and IPG second. Likewise, in tenders in  which  Publicis  participated,  WPP  was  first,  followed  by
   Omnicom.[382] In tenders in which they were the incumbents, Publicis mainly lost tenders to other international groups  such  as  Dentsu-Aegis
   and Omnicom while Omnicom mainly lost tenders to independents as well as to WPP and IPG. When Omnicom was not the  incumbent,  it  mainly  won
   from Publicis and independent competitors. On the contrary, when Publicis was not the incumbent, it mainly won tenders from  IPG  and  Dentsu-
   Aegis.[383]

464. A majority of market participants that replied to the market investigation consider that Publicis' closest competitor  is  WPP  followed  by
   IPG. On the other hand they consider that Omnicom's closest competitor is Publicis, followed by WPP.[384]

465. In view of the above, WPP, Publicis, Omnicom, and IPG, appear to be equally close competitors in Romania.

466. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as regards  Romania  that
   contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number of MBS agencies
   post-Transaction, including for large-scale advertisers.[385]

467. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Romania.

                 n. Procurement side

468. Table 20 below presents market shares of the Parties on the procurement side of the MBS market in Romania[386]:

      Table 20: Romania - MBS Procurement share by channel
|                        |Omnicom             |Publicis          |Combined         |
|All Channels            |[…]                 |[…]               |[30-40]%         |
|TV                      |[…]                 |[…]               |[30-50]%         |
|Print                   |[…]                 |[…]               |[30-50]%         |
|Online/mobile           |[…]                 |[…]               |[10-30]%         |
|Outdoor                 |[…]                 |[…]               |[10-30]%         |
|Radio                   |[…]                 |[…]               |[10-30]%         |
|Cinema                  |[…]                 |[…]               |[0-10]%          |

      Source: Form CO (ZenithOptimedia including direct sales – Shares of the Parties per cost of media time[387])

469. As can be seen in Table 20, the following media channels are affected by the Transaction in Romania: TV, print, online/mobile,  outdoor  and
   radio.

470. TV and print. First, TV and print owners are concentrated in Romania.The TV advertising segment is led by the CME  group  (Central  European
   Media Enterprises), the Intact Group and ProSieben which together account for approximately 82% of the total net TV ad  spend.  Likewise,  the
   print advertising segment is led by six big publishing groups (Mediafax/Publimedia, Adevarul Holding, Intact  Group,  Ringier,  Sanoma  Hearst
   Romania and Medien Holding) which together have a combined revenue share of 63%.

471. Second, as of April 2013, Romanian law prohibits any acquisition of advertising space by MBS agencies unless the latter act in the name  and
   on behalf of their advertiser clients. Moreover, advertisers can buy TV advertising only directly from media owners even if they are using the
   services of an MBS provider[388]. In particular, the price for the purchase of advertising space on TV must be paid by the advertiser directly
   to the media owner, based on the invoice to be issued directly to advertisers by the media owner. The  invoice  must  include  any  rebate  or
   financial benefit granted by the media owner, in order to end the former practice of television broadcasters granting  yearly  rebate  to  MBS
   agencies. In Romania, thus, no rebates and/or other material incentives can be paid by TV owners to MBS providers.

472. Therefore, even though the Parties will represent a relatively important share of the sales of media owners,  the  countervailing  power  on
   the media owners' side will be significant enough to offset the increase in negotiation power of the merged entity.

473. Other types of media: radio, outdoor, online/mobile. The Parties' combined market  share  on  the  procurement  markets  on  all  the  other
   affected channels is equal to or below [10-30]%. These media channels are concentrated in Romania.[389] The radio advertisement segment is led
   by MGSI, Clier Media and Regie Radio Music which together hold more than 90% of the total radio market. There are four main operators  in  the
   outdoor segment in Romania: EpaMedia, Affichage Romania, Clear Channel and New Outdoor Romania which together have a share of 67%.[390] Google
   leads the online search engine segment with a user share of 97% in Romania.[391] The countervailing power on the media owners'  side  will  be
   significant enough to offset any increase in negotiation power of the merged entity.

474. Considering the level of the combined market shares and the fact that other competing MBS agencies that could  service  these  segments  are
   present in Romania, it is unlikely that competition concerns will arise as a result of the Transaction.

475. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Romania.

16 Slovenia

                 a. Sales side

476. In 2012, the Parties’ combined market share in MBS in Slovenia amounted to [5-10]% including direct  sales,  and  [5-10]%  excluding  direct
   sales, according to the Parties' estimates of market shares based on the WARC  market  size.  If  the  Parties'  combined  market  shares  are
   calculated on the basis of the market size estimated in the Group M report, Slovenia would be an affected market. Their combined market shares
   would be [10-20]% including direct sales and [20-30]-[20-30]% excluding direct sales (see Section IV.2.2.1).

477. The merged entity will face competition from three of the four other large  advertising  networks[392],  Havas[393],  Dentsu-Aegis[394]  and
   IPG, as well as from other independent players such as Pristop Media, Doticni[395]. Some of these independent players have a number of  large-
   scale advertisers as clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

478. Customers have, and will still have post-Transaction, the ability to switch to other MBS agencies. The analysis  of  the  Parties'  internal
   data for Slovenia shows that [Summary of Publicis and Omnicom's win, loss and incumbency data].[396]

479. A majority of market participants that replied to the market investigation consider that Publicis' closest competitor is  WPP,  followed  by
   Omnicom. Omnicom's closest competitor is also WPP, followed by Publicis.[397]

480. In view of the above, Omnicom and Publicis are not each other's closest competitors in Slovenia.

481. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as regards  Slovenia[398]
   that contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a  sufficient  number  of  MBS
   agencies post-Transaction in particular also for large-scale advertisers.[399]

482. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Slovenia.

                 o. Procurement side

483. As mentioned in Section IV.2.2.2, Table 21 below presents market shares of the Parties  on  the  procurement  side  of  the  MBS  market  in
   Slovenia[400] based on WARC report:

   Table 21: Slovenia - MBS Procurement share by channel
|                        |Omnicom               |Publicis            |Combined            |
|All Channels            |[…]                   |[…]                 |[5-10]%             |
|TV                      |[…]                   |[…]                 |[0-10]%             |
|Print                   |[…]                   |[…]                 |[0-10]%             |
|Online/mobile           |[…]                   |[…]                 |[10-30]%            |
|Outdoor                 |[…]                   |[…]                 |[10-30]%            |
|Radio                   |[…]                   |[…]                 |[0-10]%             |
|Cinema                  |[…]                   |[…]                 |[0-10]%             |

   Source: Calculated on the basis of the Parties' real media cost and the market size estimated by type of media in the WARC report (Annex 26
   to Form CO)[401]

484. As can be seen in Table 21, only online/mobile will be affected by the proposed Transaction.

485. The Parties' combined market shares on the procurement markets on the online/mobile  channel  is  [10-30]%.  Considering  the  small  market
   shares of the Parties in this affected market, the Transaction is unlikely to raise any serious  doubts  as  to  its  compatibility  with  the
   internal market on this segment.

486. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Slovenia.

17 Spain

                 a. Sales side

487. In 2012, the Parties’ combined market share in MBS in Spain amounted to [20-30]% including  direct  sales,  and  [20-30]-[20-30]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

488. The merged entity will face competition from the four other large advertising networks[402], Havas, WPP, Dentsu-Aegis, and IPG[403] as  well
   as from a number of independent players[404]. Several of these independent players have a number of large-scale advertisers as  clients,  that
   is to say clients for MBS requiring large (EEA-wide or global) reach.

489. The analysis of RECMA Compitches data indicates that the number of participants was higher in tenders where Publicis and Omnicom  were  both
   present compared to the rest of the tenders.[405] In 83% of overlap tenders, there were four or more participants  compared  to  41%  for  the
   other tenders in the country.[406]

490. Therefore, the merged entity will continue to face competition from a number of competitors in the tenders in which it will take part  post-
   Transaction.

491. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data shows that on average, Omnicom won tenders in 40% of the cases where it was the incumbent (through the same agency or  another
   agency within the group) and Publicis in 30% of the cases.[407]

492. According to the analysis of the Parties' participation in 2010-2012 tenders in Spain in the RECMA Compitches  data,  Publicis  and  Omnicom
   were present in 21% of all tenders. Publicis was present in 55% of the tenders in which Omnicom participated. Conversely, Omnicom was  present
   in 38% of the tenders in which Publicis participated.[408] In addition, the  most  prominent  competitor  in  the  tenders  in  which  Omnicom
   participated was WPP followed by Dentsu-Aegis. Likewise, in tenders in which Publicis participated, Havas  and  Dentsu-Aegis  were  first  and
   second respectively[409]. Omnicom's customers that switched agency, mainly switched to the independent  player,  Ymedia.  Publicis'  customers
   that switched agency, switched to Havas first, then to Dentsu-Aegis. The data does not show any customer switching from  Omnicom  to  Publicis
   and vice-versa. Omnicom won tenders from WPP and the independent player, Remo, while Publicis won tenders first  from  WPP,  and  second  from
   Havas.[410]

493. Moreover, a majority of market participants that replied to the market investigation consider that  Publicis'  closest  competitor  is  WPP,
   followed by Havas. Omnicom's closest competitor is Havas, followed by WPP.[411]

494. In view of the above, Publicis and Omnicom are not each other's closest competitors in Spain.

495. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue  as  regards  Spain  that
   contradicts the conclusions outlined in the general section IV.4.1.3 above, notably that there will remain a sufficient number of MBS agencies
   post-Transaction, including for large-scale advertisers.[412]

496.  In light of the above, the Commission concludes that the Transaction does not raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Spain.

                 p. Procurement side

497. Table 22 below presents the market shares of the Parties on the procurement side of the MBS market in Spain by media channel: [413]

   Table 22: Spain - MBS Procurement share by channel
|                               |Omnicom             |Publicis           |Combined              |
|All Channels                   |[…]                 |[…]                |[20-30]%              |
|TV                             |[…]                 |[…]                |[10-30]%              |
|Print                          |[…]                 |[…]                |[10-30]%              |
|Online/mobile                  |[…]                 |[…]                |[10-30]%              |
|Outdoor                        |[…]                 |[…]                |[30-50]%              |
|Radio                          |[…]                 |[…]                |[10-30]%              |
|Cinema                         |[…]                 |[…]                |[10-30]%              |

   Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[414])

498. As can be seen in Table 22, the print, online / mobile and radio sectors are not  affected  by  the  Transaction.  They  are  therefore  not
   further discussed in this section.

499. Outdoor and TV. The outdoor advertising sector is concentrated with a few strong players, such as Clear Channel and JCDecaux.  According  to
   a 2011 Report on the Spanish Outdoor Advertising segment from Outdoormedia (a Spanish specialised outdoor media agency), the following vendors
   control together over 55% of the available outdoor advertising space in  Spain:  JCDecaux  (24%),  followed  by  Cabitel,  which  is  part  of
   Telefónica (16%), and Clear Channel (16%).[415] The media suppliers that replied to  the  market  investigation  indicated  that  the  outdoor
   segment is concentrated.[416]

500. Likewise, the TV sector in Spain is concentrated. Antena 3 and La Sexta, which merged into Media España  and  Atresmedia  in  October  2012,
   represented 86.8% of total TV advertising sales in 2012.[417]

501. The merged entity will therefore face strong media owners on the outdoor and TV channels in Spain. Even though the Parties will represent  a
   relatively important share of the sales of media owners, the countervailing power on the media owners' side  will  be  significant  enough  to
   offset the increase in negotiation power of the merged entity.

502. Cinema. Five main cinema groups are present in the cinema channel, namely Cinesa, Yelmo, Ábaco Cinebox,  Cines  Acec  and  Kinepolis,  which
   represented in 2011 41% of the total of screens in Spain and absorbed more than 50% of Spanish cinema audience.[418]

503. The merged entity will therefore face strong media owners on the cinema channel in Spain. The countervailing  power  on  the  media  owners'
   side will be significant enough to offset any increase in negotiation power of the merged entity.

504. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Spain.

18 Sweden

                 a. Sales side

505. In 2012, the Parties’ combined market share in MBS in Sweden amounted  to  [10-20]%  including  direct  sales,  according  to  the  Parties'
   estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

506. The Commission considers that in the particular case of Sweden, the assessment of the competitive position of the merged entity on  the  MBS
   market excluding direct sales is not appropriate, considering the high level of these direct sales in this country (except for TV and  outdoor
   – see paragraph 34 above). The Commission has therefore conducted its assessment on a market including direct sales only.[419]

507. The Commission further notes that even if direct sales were to be considered as being outside of the relevant market, their  high  level  in
   Sweden would likely exercise a further significant competitive constraint on the merged entity post-Transaction in this country.

508. The merged entity will face competition from the four other large advertising networks[420], WPP, Dentsu-Aegis, IPG and  Havas  [421]  ,  as
   well as independent players like Scream and Bizkit partners[422]. Some of these independent players have a number of  large-scale  advertisers
   as clients, that is to say clients for MBS requiring large (EEA-wide or global) reach.

509. The analysis of the RECMA Compitches data for Sweden indicates that the number of participants was higher  in  tenders  where  Publicis  and
   Omnicom were both present compared to the rest of the tenders[423]. In 57% of overlap tenders, there were four or more participants while this
   ratio was only 31% for the rest of the tenders.[424]

510. Moreover, customers have, and will still have post-Transaction, the ability to switch to other MBS agencies. Indeed, the analysis  of  RECMA
   Compitches data for Sweden shows that in tenders where they were incumbents, Publicis never won any contracts while Omnicom won tenders in 25%
   of the cases.[425]

511. According to the analysis of the Parties' participation in 2010-2012 tenders in Sweden in the RECMA Compitches data,  Publicis  and  Omnicom
   overlapped in tenders to a limited extent (17% of all tenders). Publicis and Omnicom were present in less than half of the  tenders  in  which
   the other was present (44% and 39% respectively)[426].  In  addition,  the  most  prominent  competitors  in  the  tenders  in  which  Omnicom
   participated in Sweden was WPP first and Publicis second. In tenders in which Publicis participated in Sweden,  WPP  and  IPG  were  the  most
   prominent competitors[427]. In tenders in which Omnicom was the incumbent, it mainly lost to WPP,  Dentsu-Aegis  and  independents,  while  in
   tenders in which Publicis was the incumbent, it lost to IPG, WPP, Dentsu-Aegis and Omnicom. When Omnicom was not the incumbent, it mainly  won
   from WPP and Dentsu-Aegis. When Publicis was not the incumbent, it mainly won tenders from independents  as  well  as  from  Dentsu-Aegis  and
   IPG.[428]

512. A majority of market participants that replied to the market investigation consider that Publicis' closest competitor  is  WPP  followed  by
   Dentsu-Aegis. Likewise, Omnicom's closest competitor is WPP, followed by Dentsu-Aegis.[429]

513. In view of the above, Publicis and Omnicom are not each other's closest competitors in Sweden.

514. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as  regards  Sweden  that
   contradicts the conclusions outlined in the Section IV.4.1.3 above, notably that there will remain a sufficient number of MBS  agencies  post-
   Transaction, including for large-scale advertisers.[430]

515. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Sweden.

                 q. Procurement side

516. Table 23 below presents market shares of the Parties on the procurement side of the MBS market in Sweden:

      Table 23: Sweden - MBS Procurement share by channel
|                      |Omnicom         |Publicis        |Combined          |
|All Channels          |[…]             |[…]             |[10-20]%          |
|TV                    |[…]             |[…]             |[10-30]%          |
|Print                 |[…]             |[…]             |[0-10]%           |
|Online/mobile         |[…]             |[…]             |[0-10]%           |
|Outdoor               |[…]             |[…]             |[10-30]%          |
|Radio                 |[…]             |[…]             |[10-30]%          |
|Cinema                |[…]             |[…]             |[10-30]%          |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[431])

517. As can be seen in Table 23, the following media channels are affected by the Transaction in Sweden: TV, outdoor[432] and cinema.

518. TV. In Sweden, TV media ownership is led by a few players: two public broadcast channels SVT1/ SVT1 HD and SVT2/  SVT2  HD,  and  privately-
   owned television channels, TV3, TV4 and Kanal 5. The two public broadcast channels have no advertising, consequently the shares of advertising
   revenue are distributed by the following privately-owned television channels: TV4 (29.8%), TV 3 (22.1%), Kanal 5 (20.4%), TV 6 (17.2%),  Kanal
   9 (5.3%) and TV 4+ (3%). The three main media owners that concentrate the largest part of the privately-owned television channels are Bonnier,
   MTG and ProSiebenSat.1 Media. Bonnier, which is the largest media owner in Sweden (across all segments), owns TV 4 which had an audience share
   of 28.9% in 2012. The other two main players, MTG and ProSiebenSat.1 had an audience share of 19.5% and 8.7% respectively. The three  main  TV
   media vendors thus have countervailing power in Sweden.[433]

519. Cinema. Svensk Filmindustri (SF Bio) controls around 65%-80% of the segment. The other main players are (i) Folkets Hus  och  Parker,  which
   has more than 200 movie theatres across the country; (ii) Svenska Bio, which has 104 screens across the country, and (iii) Folkets Bio,  which
   has 17 cinemas across the country. Moreover, SF Bio does not only have a high market share (65-80%) but it also owns a 50% stake in one of the
   other main players, Svenska Bio. An additional factor increasing the leverage of the cinema owners over media buying agencies is the fact that
   advertising represents only a small portion of  their  total  revenues  (their  main  source  being  ticket  sales,  and  sales  of  food  and
   refreshments).[434]

520. Outdoor. Regarding the outdoor channel, the Parties estimate that Clear Channel and JCDecaux  together  hold  more  than  [90-100]%  of  the
   market, Clear Channel representing around 60% of these two players’ combined share and JCDecaux around 40%.[435]

521. The merged entity will therefore face strong media owners on the TV, cinema and outdoor channels in Sweden. Even  though  the  Parties  will
   represent a relatively important share of the sales of media owners (in some media channels), the countervailing power on  the  media  owners'
   side will be significant enough to offset the increase in negotiation power of the merged entity.

522. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Sweden.

19 The United Kingdom

                 a. Sales side

523. In 2012, the Parties’ combined market share in MBS in the United Kingdom amounted to [20-30]% including direct sales,  and  to  [20-30]-[20-
   30]% excluding direct sales, according to the Parties' estimates of market shares based on the  Zenith  Optimedia  market  size  (see  Section
   IV.2.2.1).

524. The merged entity will face competition from the four other large advertising networks[436], WPP,  Dentsu-Aegis[437],  IPG,  and  Havas,  as
   well as from a number of independent players[438]. Several of these independent players have a number of large-scale advertisers  as  clients,
   that is to say clients for MBS requiring large (EEA-wide or global) reach.

525. The analysis of RECMA Compitches data indicates that the number of participants was higher in tenders where Publicis and Omnicom  were  both
   present compared to the rest of the tenders[439]. Indeed in 56% of overlap tenders, there were four or more participants compared to  26%  for
   the rest of the tenders in the country.

526. Therefore, the merged entity will continue to face competition from a number of competitors in the tenders in which it will take part  post-
   Transaction.

527. Moreover, customers have, and will still have post-Transaction, the ability  to  switch  to  other  MBS  agencies.  The  analysis  of  RECMA
   Compitches data shows that on average, Omnicom won tenders in 58% of the cases where it was the incumbent (through the same agency or  another
   agency within the group) and Publicis in 29% of the cases[440].

528. According to the analysis of the Parties' participation in 2010-2012 tenders in the United Kingdom in the RECMA  Compitches  data,  Publicis
   and Omnicom overlapped in tenders to a limited extent: they were present in 11% of all tenders and in around 25-26% of the  tenders  in  which
   the other one was present.[441] In addition, the most prominent competitor in tenders in  which  Omnicom  participated  was  WPP  followed  by
   Publicis. Likewise, in tenders in which Publicis participated, WPP  and  Dentsu-Aegis  were  first  and  second  respectively.[442]  Omnicom's
   customers that switched agency, mainly switched to WPP. A majority of Publicis' customers that switched agency,  switched  to  WPP  first,  to
   Dentsu-Aegis second. Omnicom won tenders mainly from WPP, and independent players, while Publicis won tenders both from different large groups
   and independents without clear majority.[443]

529. Moreover, a majority of market participants that replied to the market investigation consider that  Publicis'  closest  competitor  is  WPP,
   followed by Dentsu-Aegis. Likewise, Omnicom's closest competitor is WPP, followed by Dentsu-Aegis.[444]

530. Publicis and Omnicom are therefore not each other's closest competitors in the United Kingdom.

531. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue  as  regards  the  United
   Kingdom that contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number of
   MBS agencies post-Transaction, including for large-scale advertisers.[445]

532. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in the United Kingdom.

                 r. Procurement side

533. Table 24 below presents the market shares of the Parties on the procurement  side  of  the  MBS  market  in  the  United  Kingdom  by  media
   channel[446]:

      Table 24 – United Kingdom - MBS Procurement share by channel
|                               |Omnicom          |Publicis         |Combined         |
|All Channels                   |[…]              |[…]              |[20-30]%         |
|TV                             |[…]              |[…]              |[30-50]%         |
|Print                          |[…]              |[…]              |[10-30]%         |
|Online/mobile                  |[…]              |[…]              |[10-30]%         |
|Outdoor                        |[…]              |[…]              |[10-30]%         |
|Radio                          |[…]              |[…]              |[10-30]%         |
|Cinema                         |[…]              |[…]              |[10-30]%         |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[447])

534. As can be seen in Table 24, the online / mobile and cinema sectors are not affected by the  Transaction.  They  are  therefore  not  further
   discussed in this section.

535. TV. The TV sector in the United Kingdom is concentrated with four players representing 85% of the  prime  time  viewing  (BBC:  37.2%,  ITV:
   27.1%, Channel 4: 11.8%, Sky/News Corp: 8.7%, in 2011).[448] However, the BBC does not carry  advertising  on  its  public  service  channels,
   instead financing its broadcasting through a license fee.[449] This makes it less dependent on advertising revenue as  well  as  reducing  the
   amount of advertising time available on prime time TV. The three other groups (ITV, Channel 4  and  Sky/NewsCorp)  account  for  approximately
   three quarters of the attainable audience. Sky is subscription-based which means that  it  is  less  dependent  on  advertising  revenues.  In
   addition to those offered by the four most popular broadcasting groups, a number of other channels are available through subscription services
   such as CNN, MTV and Discovery.

536. The merged entity will therefore face strong media owners on the TV channel in the United Kingdom. Even though the Parties will represent  a
   relatively important share of the sales of media owners the countervailing power on the media owners'  side  will  be  significant  enough  to
   offset the increase in negotiation power of the merged entity.

537. Furthermore, OFCOM, the United Kingdom regulator for telecoms, recently analysed in detail the national  advertising  market  and  concluded
   that "Competition issues in the UK: TV advertising trading mechanism Decision" (para 1.27): …We have evidence which suggests that  advertisers
   have access to detailed pricing information and information about the performance of their media buyers and we believe  that  advertisers  are
   able to (and do) exercise their ability to switch to alternative media buyers or deal direct with broadcasters. We  are  also  satisfied  that
   features of the market do not prevent the trading model from evolving or create barriers to innovation. …" [450]

538. Other types of media: print, outdoor and radio. A large number of newspapers and  magazines  in  the  United  Kingdom  are  owned  by  eight
   companies.[451] In 2005, two of these (News International, and Daily Mail and General Trust) held a 55% share and the top four  accounted  for
   85% of the total national market. A similar pattern can be observed at regional and local level, where the five  largest  owners  account  for
   over 70% of the market. Two of these five (Daily Mail and General Trust, and Trinity Mirror) are also amongst the top national newspaper owner
   companies.[452] This also holds true for magazines: ownership is concentrated in the hands of a small number  of  players,  such  as  Hachette
   Filipacchi, Condé Nast and H Bauer. [453]

539. The most popular radio network is the BBC, which offers ten stations in total and accounts for over half of the radio  listenership  in  the
   United Kingdom.[454] BBC Radio 2 is the most successful of the BBC stations – it is listened to by 27.4% of the population.[455]  As  for  TV,
   the BBC does not carry advertising on its public services for radio. This makes it less dependent on advertising and  limits  the  advertising
   demand on the radio sector. The largest commercial radio group is Global Radio. It owns numerous national and local  radio  stations.  In  May
   2013, the Competition Commission ordered Global Radio to divest seven stations following its acquisition of the Real and Smooth radio network.
   The Competition Commission was concerned that the company’s strength  could  result  in  higher  prices  for  advertising  across  the  United
   Kingdom.[456] These elements show the strength of the big players in this segment and the concentration of the British  radio  environment  in
   general.

540. As regards outdoor advertising, in a 2011 market study into this sector, the OFT found that "three large media owners  (CBS  Outdoor,  Clear
   Channel, JCDecaux) represent around 80% of the supply of outdoor advertising space" in the United Kingdom.[457]

541. The merged entity will therefore face strong media owners on the print, radio and outdoor channels in the United Kingdom.  Even  though  the
   Parties will represent a relatively important share of the sales of media owners (in some media channels), the  countervailing  power  on  the
   media owners' side will be significant enough to offset the increase in negotiation power of the merged entity.

542. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in the United Kingdom.

20 Norway

                 a. Sales side

543. In 2012, the Parties’ combined market share in MBS in Norway amounted to [10-20]% including direct sales, and to [10-20]-[10-20]%  excluding
   direct sales, according to the Parties' estimates of market shares based on the Zenith Optimedia market size (see Section IV.2.2.1).

544. The merged entity will face competition from the four other large advertising networks[458], WPP, Dentsu-Aegis, IPG, Havas, as well as  from
   a number of independent players[459]. Some of these independent players have a number of large-scale advertisers as clients, that  is  to  say
   clients for MBS requiring large (EEA-wide or global) reach.

545. The analysis of RECMA Compitches data indicates that the number of participants was higher in tenders where Publicis and Omnicom  were  both
   present compared to the rest of the tenders[460]. Indeed in 67% of overlap tenders, there were four or more participants compared to  16%  for
   the rest of the tenders in the country.

546. Therefore, the merged entity will continue to face competition from a number of competitors in the tenders in which it will take part  post-
   Transaction.

547. No conclusion can be reached on the basis of RECMA Compitches as  regards  incumbent  advantage  due  to  the  small  size  of  the  sample.
   Nevertheless, in view of the competitive constraint exerted by the number of players on the Norwegian market, customers have, and  will  still
   have post-Transaction, the ability to switch to other MBS agencies.

548. According to the analysis of RECMA Compitches data in Norway, Publicis and Omnicom were both present in 11% of  all  tenders,  and  in  less
   than half of the tenders in which the other was present: Publicis was present in 30% of all tenders in which Omnicom participated, and Omnicom
   in 38% of Publicis tenders[461]. In addition, the most prominent competitors in tenders in which Omnicom participated  was  WPP,  followed  by
   Dentsu-Aegis and IPG. Likewise, in tenders in which Publicis participated, WPP was first, followed by Dentsu-Aegis and IPG[462].

549. The data does not show any client switching from Omnicom to  Publicis,  or  vice-versa.  Nevertheless,  in  view  of  the  small  number  of
   incumbencies of the Parties in Norway, no conclusion can be drawn in this regard. Omnicom won tenders from WPP, Publicis and  the  independent
   agencies, Futatsu and Mood, while Publicis won tenders from WPP.

550. Moreover, a majority of market participants that replied to the market investigation consider that  Publicis'  closest  competitor  is  WPP,
   followed by Omnicom. Omnicom's closest competitor is also WPP, followed by Dentsu-Aegis.[463]

551. In view of the above, Publicis and Omnicom are not each other's closest competitors in Norway.

552. Finally, a majority of customers that replied to the market investigation did not raise any country-specific issue as  regards  Norway  that
   contradicts the conclusions outlined in the general Section IV.4.1.3 above, notably that there will remain a sufficient number of MBS agencies
   post-Transaction, including for large-scale advertisers.[464] A customer indicates in addition that "[i]n Norway, the contract is based on the
   advertiser's volume not the agency. Small media agencies may well achieve good prices."[465]

553. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market on the sales side of the market for MBS and any of its possible segments, in Norway.

                 s. Procurement side

554. Table 25 below presents the market shares of the Parties on the procurement side of the MBS market in Norway by media channel[466]:

      Table 25: Norway - MBS Procurement share by channel
|                               |Omnicom          |Publicis         |Combined         |
|All Channels                   |[…]              |[…]              |[10-20]%         |
|TV                             |[…]              |[…]              |[30-50]%         |
|Print                          |[…]              |[…]              |[0-10]%          |
|Online/mobile                  |[…]              |[…]              |[0-10]%          |
|Outdoor                        |[…]              |[…]              |[10-30]%         |
|Radio                          |[…]              |[…]              |[10-30]%         |
|Cinema                         |[…]              |[…]              |[10-30]%         |

      Source: Form CO (ZenithOptimedia including direct sales - Shares of the Parties per cost of media time[467])

555. As can be seen in Table 25, the print, online / mobile, radio and cinema sectors are not affected by the  Transaction.  They  are  therefore
   not further discussed in this section.

556. TV. The TV sector in Norway is concentrated with three players representing more than 75% of TV viewing (NRK,  40%,  Egmont/A-Pressen,  more
   than 25%, ProSiebenSat. 1 Medi AG, 12%).[468] The merged entity will therefore face strong media owners  on  the  TV  channel  in  Norway.  In
   addition, the degree of media vendor concentration is strengthened by the fact that the  State-owned  NRK  is  publicly  funded  and  operates
   without any advertising.[469]

557. Therefore, even though the Parties will represent a relatively important share of the sales of media owners,  the  countervailing  power  on
   the media owners' side will be significant enough to offset the increase in negotiation power of the merged entity.

558. Outdoor. The outdoor channel is also concentrated, with two leading players: JCDecaux and  Clear  Channel.  JCDecaux  offers  transport  and
   billboard advertising as well as having the rights for advertising at most airports. According to the Parties, Clear Channel has the exclusive
   rights for advertising at Oslo Airport (Gardermoen)[470]. That company also has rights for transit advertising through  agreements  with  Stor
   Oslo Lokaltrafikk and other bus operators.[471]

559. The countervailing power on the media owners' side will be significant enough to offset any increase in  negotiation  power  of  the  merged
   entity.

560. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal  market  on  the  procurement
   market for MBS and any of its possible segments, in Norway.

21 EEA market

561. In 2012, the Parties' combined market share in the EEA amounted to [10-20]% including direct sales  and  [10-20]-[10-20]%  excluding  direct
   sales, according to Zenith Optimedia's calculations of MBS shares.[472]

562. The competitive assessment conducted on the sales side for the market of MBS at the Europe wide level does not materially  differ  from  the
   one carried out on a country-by-country basis.

563. Therefore, all the conclusions reached in the general section preceding the country-by-country analysis remain  valid  in  relation  to  the
   assessment of the Transaction at EEA level.

564. In particular, the Commission considers that also at EEA level: (i) the Parties will be constrained post-Transaction by other  MBS  agencies
   (including the four large international networks); (ii) the Parties compete infrequently against each other; (iii) if the merged entity raises
   its costs, customers will have the ability to switch to other MBS agencies, since switching costs are low; (iv) post-Transaction,  competition
   from other MBS agencies will be sufficient in order to prevent the merged entity from raising its prices also with  reference  to  large-scale
   customers with global reach.

565. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal market on the market for  MBS
   and any of its possible segments, in the EEA.[473].

5 Conclusion

566. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market as regards the markets for media buying services in all overlap EEA countries, and at EEA level.

2 Marketing and Communication Services

1 Views of the Parties

567. According to the Parties, the Transaction will not lead to any horizontally  affected  national  markets  for  marketing  and  communication
   services.[474]

568. The Parties contend that the MCS market is highly fragmented and creativity-driven.  In  addition,  MCS  contracts  are  awarded  mostly  by
   tenders. Barriers to entry are low, as contracts are easy to terminate without incurring in significant  costs.  Regular  performance  reviews
   impair any incumbent advantage. Therefore, the market for the provision of marketing communication services is characterised by a  high  level
   of competition. In addition, the Parties submit that competition concerns can be excluded on the basis of the limited  combined  market  share
   and the limited increment arising from the Transaction.

2 Commission's assessment

1 Introduction

569. The Parties' activities in the market for supply of marketing communication services overlap in the following countries:  Austria,  Belgium,
   Czech Republic, Croatia, Denmark, Finland, France, Germany, Greece, Hungary,  Italy,  the  Netherlands,  Norway,  Poland,  Portugal,  Romania,
   Slovenia, Spain, Sweden and United Kingdom.

570. Preliminarily, the Commission note that even on the narrowest geographic markets, that is to  say  national  markets,  the  combined  market
   shares of the Parties for the supply of marketing communication services do not lead to any affected market.

571. However, in assessing the competitive effects of the Transaction on the  relevant  segments  of  the  markets  for  marketing  communication
   services, the Commission has taken into account the following factors, which are analysed in further detail in the sub-sections below: (i) the
   competitive constraint exerted on the merged entity by other MCS agencies; (ii) whether the Parties are each other closest competitors;  (iii)
   the level of barriers to entry and expansion; (iv) the degree of competition (also intra-group) pre and post-Transaction.

2 The competitive constraint from other MCS agencies

572. In addition to the merged entity, a sufficient number of other large advertising networks, including  at  least  three  of  the  four  large
   competing advertising networks, WPP, IPG, Dentsu-Aegis and Havas, are present (directly or through affiliates) in all the countries where  the
   activities of the Parties overlap and will exercise a significant competitive constraint on the merged entity post-Transaction, including  for
   large-scale advertisers, that is to say. for MCS requiring large (EEA-wide or global) reach. Moreover, national  MCS  markets  are  fragmented
   between a number of competitors of various sizes.

573. In addition, respondents to the market investigation indicated that the market for the supply of marketing communication services is  mostly
   talent-driven. The majority of the respondents identified creativity as key factor on  the  basis  of  which  MCS  agencies  are  selected  by
   customers[475]. Other criteria were also identified as being relevant, such as expertise, quality and delivery,  price,  scale,  (absence  of)
   conflict of interest.

574. Certain respondents pointed out that creativity plays a lesser role for  large  contracts  (in  terms  of  investment  and/or  international
   reach), where value and delivery are more crucial. Nonetheless, this does not prevent smaller agencies  from  obtaining  large  contracts  and
   competing with larger agencies.

575. In addition, competition for winning tenders is not necessarily linked to an agency’s size, although  for  certain  type  of  multi-national
   contracts, the ability to ensure scale and network appears important.

576. Even if competitors' replies were mixed with regard the extent to which MCS contracts are concluded by tender  or  direct  negotiation,  the
   majority of customers indicated that common practise is to award contracts through a bidding process[476].

577. Similarly to MBS, the tender procedure encompasses essentially three phases, the RFI, the RFP,  and  the  chemistry  stages.  4.9  competing
   agencies participated in the selection process at the RFI stage and 3.2 at the RFP stage.[477]

578. Considering all the above and other available evidence, the Commission considers that there will remain a sufficient competitive  constraint
   on the merged entity post-Transaction, including for large-scale advertisers.

3 Closeness of competition

579. Respondents to the market investigation indicated that the Parties are not generally each  other's  closest  competitors  on  a  country-by-
   country level. In almost all the countries where the activities of the Parties overlap, respondents to the market investigation identified WPP
   as the closest competitor of both Publicis and Omnicom.[478]

580. Even in the small number of countries where the Parties are each other’s closest competitors, this factor alone is not sufficient  to  amend
   the Commission's overall conclusion on the absence of serious doubts, given the presence of a sufficient number of competing MCS agencies post-
   Transaction, and the low level of barriers to entry that characterise the MCS market, as set out in the previous and following sub-sections of
   the Decision.[479]

4 Barriers to entry or expansion

581. Respondents to the market indicated that barriers to entry and expansion are low in the MCS market.[480]

582. Contracts are concluded for a limited duration, ranging from 1 to 3 years. Shorter  contracts  can  be  concluded  on  a  project-by-project
   basis. On average, contracts can be terminated within a short notice period of 3 months.[481]

583. Incumbent agencies appear to enjoy advantages, as indicated also by the significant percentage of contracts won or renewed by the  incumbent
   mentioned by the majority of both customers and competitors.[482] However, this evidence is counterbalanced by the low barriers to entry  that
   characterise the market.

584. Moreover, should the merged entity raise its prices post-Transaction, customers are likely to  switch  easily  to  another  MCS  agency  and
   without incurring any significant cost (the only costs mentioned by the majority of the respondents are mainly staff – related). Even  if  the
   timeframe to switch depends upon the size, and/or the type of contract, respondents to the market  investigation  indicated  some  approximate
   ranges: from 2 to 6 months for competitors and from 6 to 12 months for customers. In general, setting up new agency appears to be easier  than
   in MBS.[483]

5 Competition post-Transaction

585. Finally, respondents to the market investigation indicated that competition  post-Transaction  will  still  be  high[484].  According  to  a
   majority of respondents, the existence of many players will prevent the merged entity from raising prices, including for large customers.

3 Conclusion

586. In light of the above, the Commission concludes that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market as regards the market for marketing and communication services, or any of its segments, in all overlap EEA countries,  and  at
   EEA level.

3 "Big" data analytics

587. The Parties submit that one of the rationales of the Transaction is to develop its activity in so-called "big data" analytics. This  relates
   to the process of examining large amounts of data of a variety of types ("big data")  to  uncover  patterns,  correlations  and  other  useful
   information. The primary goal of big data analytics is to help companies make better business decisions by enabling data scientists and  other
   users to analyse large volumes of transaction data as well  as  other  data  sources  that  may  not  be  assessed  by  conventional  business
   intelligence programs.

1 Views of the Parties

588. The Parties submit that in past decisions, the Commission identified the existence of marketing data services, further segmented  into:  (i)
   marketing information services, which consist in the provision of data to individual consumers for  direct  marketing  purposes;  (ii)  market
   research services, which are aimed at measuring actual purchasing patterns (essentially through the measurement of sales at  different  retail
   points – “retail tracking” – or on the basis of data obtained from consumer panels); and (iii) media measurement services, which are aimed  at
   measuring the audience of specific media, such as television and internet.[485]

589. Publicis and Omnicom do not provide market research services as stand-alone services, outside  the  provision  of  core  MCS  and  MBS.  The
   Parties also do not provide services consisting in measuring the audience of specific media. Beyond audience measurement, the  Commission  has
   also included in past decisions the measurement of advertising expenditures within the scope of media measurement services. Omnicom  does  not
   provide any such services. Publicis’ agency, ZenithOptimedia, publishes reports estimating and forecasting advertising expenditures.  However,
   while ZenithOptimedia sells these forecasts to the finance and media community, they are primarily a marketing tool. Publicis derives  limited
   revenues from this activity.

590. The Parties further submit that while they have marketing data analytics capabilities, they are essentially  used  in-house  as  a  mean  of
   targeting and optimising MCS campaigns or MBS in support of the provision of core MCS or MBS services. Analysing consumer data is an intrinsic
   part of the services offered in the markets for MCS and MBS.

591. Publicis has one subsidiary that provides data analytics services to third parties on a stand-alone basis, Ninah, which  is  active  in  the
   United States and in the United Kingdom. Ninah's revenues are […]. As part of its  MBS  offering,  Omnicom  provides  its  clients  with  data
   analytics services through Annalect. In 2012, Annalect’s data analytics worldwide revenues […].

592. According to the Parties, the data analytics space includes at least the following categories of competitors:

      – Measurement and Analytics providers such as Omniture  (Adobe),  Google  Analytics,  Coremetrics  (IBM),  webtrends,  comScore,  Nielsen,
        Flurry, Marketshare, Neuralitic, Agent, Localytics, and Tracksimple (Bluekai).

      – Independent DSPs, such as Turn, Invite Media (Google), EfficientFrontier (Adobe), The  Trade  Desk,  MediaMath,  DataXU,  and  Accordant
        Media.

      – Other ad agencies, such as WPP, IPG, Havas, Dentsu-Aegis, MDC Partners, and iCrossing.

593. Accordingly, even if Publicis and Omnicom are seen as active in a market for data analytics, their combined share of such a market  and  any
   of its possible segmentations is small, and in any case well below the 15% threshold defining an affected market.

594. The Parties submit that "big data" has not transformed the core business of MBS and MCS providers. Data and data analytics  are  merely  the
   raw material and a tool used by advertising agencies to deliver their two core services to advertisers: creating the advertisers’ messages  on
   the MCS market and delivering these messages to consumers on the MBS market. The fact that the data used by advertising  agencies  has  become
   more robust and extensive has no relevance for market definition in relation to the Transaction because the nature of the  services  delivered
   remains essentially the same. In addition, neither party controls the primary sources of this data and the combined entity will still need  to
   use the databases of its clients, and purchase such data from various first-party data sources.

2 Commission's assessment

595. The Commission has assessed whether "big data" may become in the near future a key factor in helping  advertisers  to  target  better  their
   offers to customers, in particular as regards online advertising. In that context, the Commission has investigated whether the availability of
   “big data” is or may become a key factor for the merged entity in order to conduct its business and  attract  new  advertisers.  Finally,  the
   Commission has sought to identify who are the current main providers of “big data”, and assess whether  competing  advertising  agencies  will
   still have access to “big data” from other providers even if post-merger, the merged entity was  to  develop  its  own  "big  data"  analytics
   platform and not give access to it to its competitors.

596. Replies from competitors were mixed as regards the extent to which big data is important or not for MBS agencies to conduct  their  business
   and attract new customers. A number of competitors explained that in the “offline” world – that is to say in television, print, outdoor,  etc.
   - although it may become increasingly relevant in the future, big data is currently still of little relevance, and generates limited revenues.
   A number of competitors, however, confirmed that for digital advertising and social media, where data is more easily available and  collected,
   big data is becoming important. The replies given by competitors on the importance of big data in MCS were  materially  similar  to  the  ones
   given on MBS. [486] Responses by customers that replied to the market  investigation  were  also  mixed  as  regards  the  importance  of  big
   data.[487] Finally, a majority of media owners replied that the concept of big data was still in its infancy stage and that it is not  yet  or
   not at all relevant for them. The media owners that replied that big data is important to them are mostly present in online advertising[488].

597. In addition, competitors confirmed that they have access to a large number of third party suppliers that provide big data  analytics.  Other
   competitors have also developed their own data analytics tools, with the help of consultancy firms. Finally, some of the larger competitors of
   the merged entity have also developed their own big data subsidiaries.[489]

598. A large majority of competitors also confirmed that they are at least similarly placed to the merged  entity  to  get  access  to  big  data
   analytics. As one competitor, Salesforce.com, Inc., explained, “increasingly  data  are  controlled  by  third  party  content  providers  and
   aggregate on the web such as Twitter, Facebook, Google and blogs. These sources are open to the public for free  or  for  a  fee.  We  do  not
   anticipate any advantages that the merged entity may have over its competitors in terms of access to such data in result of the  merger”.[490]
   A large majority of customers also confirmed that competitors of the merged entity are at least similarly placed to the merged entity  to  get
   access to big data analytics.[491] Finally, none of the media owners believed that the merged entity is better  placed  than  its  competitors
   post-merger to get access to big data analytics.[492]

599. Furthermore, a majority of competitors responded that if the merged entity develops post-Transaction its own  big  data  analytics  platform
   and does not allow access to it, the impact will be limited as they are currently using their own data analytics platform or  one  from  third
   parties. As one competitor, Dentsu-Aegis, explained, “historically, there has been little success where  advertising  holding  companies  have
   sought to develop such software as technology companies typically have better access to investment, research  and  development  and  technical
   resources. Therefore, (…) it is unlikely that the merged entity could create a platform that could negatively impact”  it.[493]  Replies  from
   customers to the same question were broadly consistent with those of competitors.  While  a  number  of  customers  explained  that  they  are
   interested in using the database of the merged entity if it were to become the  "most  comprehensive  one  available  on  the  market",  other
   customers explained that many other providers are developing big data  platforms,  or  will  be  able  to  access  similar  data  and  not  be
   disadvantaged. One customer, [Identity of customer], also explained that big data is even less relevant for MCS as creative  insight  is  less
   reliant on data.[494] Finally, even though a small minority of media owners considered that they will be negatively  impacted  if  the  merged
   entity develops its own big data analytics and not share it with its competitors[495], a large majority of them explained that they  will  not
   be impacted if the merged entity engages in such practice.[496]

600. Based on the above, the Commission concludes that, post-Transaction, there will remain a sufficient number of alternative providers  of  big
   data analytics to the merged entity and that as a result, no serious doubts are arising from the Transaction in relation to big data.

4 Analysis of horizontal coordinated effects of the Transaction

601. A number of respondents to the market investigation suggested that the Transaction  will  lead  to  a  duopoly,  in  particular  in  certain
   national MBS markets, between the merged entity and WPP, notably for advertisers with a global reach. This, in turn, will enable  both  groups
   together to impose their conditions on media vendors and as a  result,  attract  more  advertisers  and  put  smaller  MBS  competitors  at  a
   significant competitive disadvantage in the longer run. Some additional market participants expanded the theory to a  set  of  three  or  four
   large groups, including the merged entity, WPP, and other groups, which together will hold a significant share of  the  MBS  markets  in  some
   countries.

1 View of the Parties

602. The Parties submit that the Transaction will not lead to coordinated effects.

603. According to the Parties, the general market conditions in MBS prevent any consensus regarding “terms of coordination” from  emerging.  That
   is because of the sheer number and diverse nature of agencies competing for business in any given national market, of the importance  of  non-
   price factors such as consumer insights and creative media planning  strategies,  which  are  impossible  to  coordinate,  of  the  disruption
   resulting from the emergence of advertising opportunities in online and interactive media, and of the concomitant entry of new competitors.

604. In addition, the Parties submit that monitoring deviations from any  hypothetical  terms  of  coordination  will  be  unfeasible  given  the
   bilateral and confidential nature of negotiations between agencies and advertisers. Effective retaliation against deviators will  be  excluded
   in a segment characterised by large-volume bids, in which the gains of deviating from any hypothetical terms of  coordination  are  large  and
   immediate, whereas the threat of “punishment” is small, uncertain and distant.

605. Finally, any prospect of successful coordination is further reduced by the large number of “outsiders” to  any  hypothetical  oligopoly,  in
   particular independent agencies and non-agency competitors for new forms  of  media,  as  well  as  the  countervailing  bargaining  power  of
   advertisers. All the above-described features preventing coordinated effects are present in each EEA country.

2 Commission's assessment

606. To assess coordinated effects, settled case law[497] and the Commission’s guidelines on the assessment of  horizontal  mergers[498]  require
   evidence that a merger will make coordination more likely, more effective and more sustainable. The analysis needs to focus in particular  on:
   (i) the ability to reach terms of coordination; (ii) the ability to monitor deviations; (iii) the existence of a credible deterrent  mechanism
   if deviation is detected; and (iv) the reaction of outsiders such as potential competitors and customers.

607. On the procurement side of the MBS market, where MBS agencies meet media vendors, the Commission  has  investigated  whether,  and  to  what
   extent, the level of discounts that are agreed between an MBS agency and a media vendor are generally known in the market, so  that  competing
   MBS agencies are able to detect any deviation from the amount of discounts tacitly agreed between the colluding MBS agencies.

608. As regards the level of discounts offered to winning MBS  agencies,  evidence  gathered  during  the  market  investigation  indicated  that
   coordination on the level of discounts is unlikely given that the rates are negotiated individually between the media vendors  and  the  media
   buying agencies (or sometimes directly with the advertisers) on  specific  contracts  with  each  customer  and  are  not  normally  disclosed
   publicly.[499]

609. Furthermore, the Commission notes that there are many types of rebates even if certain common features  exist.  In  general,  media  vendors
   offer volume-based rate card discounts, free advertising space/time and other types of specific discounts such as  on-top  cash  discounts  or
   agency related discounts. A number of customers also qualified the system of rebates granted  by  media  vendors  to  MBS  agencies  as  being
   "opaque".[500]

610. The Commission further notes that the level of price and the ability to achieve discounts, although  an  important  factor  for  advertisers
   when selecting an MBS agency, is only one of a range of key parameters on which MBS agencies compete. These other parameters include non-price
   parameters such as the ability to achieve the right media strategy.

611.  Reaching terms of coordination will therefore be difficult.

612. The Commission also investigated whether it will be likely that the largest MBS groups, excluding small and  medium-sized  MBS  competitors,
   and possibly other large competitors – will coordinate their behaviour on the procurement side of the MBS market.

613. Only a small number of respondents to the market investigation raised the concern that the largest MBS agencies will be able  to  coordinate
   their behaviour on the market for the procurement of MBS in any given country. One respondent  that  substantiated  its  concern,  raised  the
   possible issue that the merged entity and other larger agencies, because of the increased gap between them  and  smaller  MBS  agencies,  will
   eventually not pass-on the fruit of their increased power to the advertisers in the form of better prices.

614. However, evidence collected in the market investigation indicated [Evidence about pass-on][501]. In addition, a large majority of  customers
   that responded to the market investigation stated that they are aware of the levels of rebates obtained by their MBS  suppliers,  and  usually
   contractually require that rebates relating to their activity are passed on to them, and have put in place  either  internally  or  externally
   through media auditors a system of checks to ensure that rebates obtained by MBS agencies are actually passed on to them.[502]

615. Therefore, even if the merged entity and the other remaining large competitors could hypothetically collude tacitly and as a result  extract
   better prices and rebates than their smaller competitors from media vendors, they would have to pass these rebates to advertisers. This  would
   affect negatively the incentive to coordinate between the set of large groups with a view to keep the rebates to themselves.

616. In addition, given the presence of other competing MBS agencies (which will not participate in the tacit  coordination),  advertisers  could
   switch to these other MBS agencies, to the detriment of the colluding entities. The likely reactions of these outsiders will also  make  tacit
   collusion unlikely. Advertisers will further have the necessary countervailing negotiation power to defeat  any  strategy  to  increase  their
   prices against them. Media owners are also often concentrated, giving them similar countervailing negotiation power.

3 Conclusion

617. In light of the above, the Commission considers that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market as regards the MBS market, arising from a risk of coordinated effects.

5 Analysis of vertical effects of the Transaction

618. The Transaction will create vertical affected markets in relation to: (i) Publicis' activities in the market for  the  sale  of  advertising
   space in cinema in France and in the Netherlands and; (ii) the Parties' activities in the cinema MBS segment.

1 View of the Parties

619. The Parties submit that the vertical effects brought about by the Transaction between the market  for  the  sale  of  advertising  space  in
   cinema and the procurement side of the MBS market will not have any adverse impact on competition.

620. Publicis is active in the market for the sale of advertising space in cinemas in France  and  in  the  Netherlands  through  its  subsidiary
   Mediavision NV[503]. Omnicom is not active in the sale of advertising space (irrespective of the media segmentation), so there is no  overlap.
   The Parties submit that should the cinema channel segment be considered as a market, the Transaction will not raise any  vertical  foreclosure
   concerns, as the merged entity will not have the ability or the incentive to foreclosure access to inputs or to downstream markets.

621. Furthermore, the Parties argue that in any event, the Transaction will not modify Publicis' current incentives as: (i)  it  will  not  bring
   about any change on the sale of advertising space in cinema, as Omnicom does not sell advertising space  (in  any  media)  (ii)  it  will  not
   substantially change the market position currently held by Publicis on the media buying side, given Omnicom’s limited market  share  for  both
   France ([0-10]%) and the Netherlands ([0-10]%).

2 Commission's assessment

622. Vertical mergers pose no threat to effective competition unless the merged entity has a significant degree of market power in at  least  one
   market concerned[504]. Market shares and concentration levels are therefore an important proxy in  the  Commission's  assessment  of  vertical
   mergers.

623. The Commission is unlikely to find concern in non-horizontal mergers where the market share post-Transaction of the merged  entity  in  each
   of the markets concerned is below 30%[505].

624. In the present case, the Parties' combined market share in the market for the sale of advertising space in France  and  in  the  Netherlands
   and in the vertically related MBS market is low. In particular, in France this share is [0-10]% for the global market of sale  of  advertising
   space or time and [20-30]% for MBS, whereas in the Netherlands this share is below [0-10]% for the global market for the sale  of  advertising
   space and [0-10]% for MBS[506]. In MBS, if the market is segmented by media type, the Parties' market  shares  are  as  follows:  [10-20]%  in
   France[507] and [0-10]% in the Netherlands[508].

625. In the market for the sale of advertising space in cinemas, Publicis’ share of advertising space sold in cinema  amounted  to  [30-40]%[509]
   in France and approximately [70-80]% in the Netherlands.

626. Therefore, the merged entity will have a market share below the safe harbour set out in the Guidelines in the global market for the sale  of
   advertising space or time and in the MBS market regardless of any possible segmentation my media channel, but  above  this  threshold  in  the
   market for the sale of advertising space or time in cinema, in both France and the Netherlands.

627. In a merger between companies which operate at different levels of the supply chain, anti-competitive effects  may  arise  when  the  merged
   entity's behaviour can limit or eliminate rivals' access to supplies (input foreclosure)  and/or  to  a  sufficient  customer  base  (customer
   foreclosure). [510]

    – Input foreclosure

628. In relation to the Transaction, the Commission has assessed whether, in the downstream markets for the media buying services,  the  Parties'
   competitors will be foreclosed, post-Transaction, from having sufficient access to the key inputs, such as the advertising space.

629. In investigating the likelihood of input foreclosure, the Commission has assessed: (i) whether, post-Transaction,  the  merged  entity  will
   have the ability to substantially foreclose access to input; (ii) the merged entity will have the incentive to do  so;  and  (iii)  whether  a
   foreclosure strategy could have a significant detrimental impact on effective competition downstream.

630. In the case at stake, it seems unlikely that the merged entity will have the ability and  the  incentive  to  restrict  the  access  to  the
   advertising space to competitors of the merged entity’s media buying agencies or to otherwise discriminate against these  competitors  because
   the merged entity will not be able to negatively affect the overall availability of advertising space in cinema for the competing media buying
   agencies.

631. As argued by the Parties, the merged entity will sell advertising space on behalf of cinema owners, which can switch to other  suppliers  if
   the merged entity does not act in their interests. Furthermore, there are sufficient alternatives for  the  supply  of  advertising  space  in
   cinema so that competing media buying agencies can easily switch their demand to alternative suppliers in France and in the Netherlands.

632. Furthermore, competing media buying agencies are likely to put in place counter-strategies such as reducing their investments in the  cinema
   channel and redeploying them in other media channels, as cinema does not generally represent  a  key  segment  for  a  successful  advertising
   campaign.

633. No respondents to the market investigation raised any issue about the effects of this vertical relationship.

634. For all these reasons above, any input foreclosure will also not be profitable.

635. Finally, and in any case, any vertical foreclose will not raise any serious doubts because the sale of advertising space in  cinema  is  not
   an important product for the downstream market, as advertising in cinema accounts for a tiny share  of  total  media  purchase  (0.1%  in  the
   Netherlands and 1.1% in France) due to the fact that the audience reached by cinema is limited and occasional.

636. In light of the above, the Commission considers that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market as regards a possible input foreclosure strategy of the Parties in the market for the sale of advertising space in  cinema  in
   the France and in the Netherlands.

    – Customer foreclosure

637. In relation to the Transaction, the Commission has assessed whether, in the upstream markets for the sale of advertising  space  in  cinema,
   the Parties' competitors will be foreclosed, post-Transaction, from having sufficient access  to  downstream  customers  such  as  the  merged
   groups' media buying agencies.

638. In assessing the likelihood of anti-competitive customer foreclosure, the Commission has assessed: (i) whether the merged entity  will  have
   the ability to foreclose access to downstream markets by reducing its purchases from its upstream rivals; (ii) whether the merged entity  will
   have the incentive to do so; and (iii) whether such a foreclosure strategy will have a significant detrimental  effect  on  customers  in  the
   downstream market.[511]

639. In the case at stake, it seems unlikely that the merged entity will have the ability and the incentive to  restrict  the  access  to  merged
   group's media buying agencies to competitors on the upstream market for the sale of advertising space in cinema given the large customer  base
   in the downstream market of media buying agencies and the merged  entity's  limited  market  power  in  that  market  in  France  and  in  the
   Netherlands.[512]

640. Similarly to input foreclosure, no  respondents  to  the  market  investigation  raised  any  issue  about  the  effects  of  this  vertical
   relationship.

641. Based on the above, the Commission considers that the Transaction does not raise serious doubts as to its compatibility  with  the  internal
   market as regards a possible customer foreclosure of the Parties in the market for sale of advertising space in cinema in the  France  and  in
   the Netherlands.

3 Conclusion

642. In light of the above, the Commission considers that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
   internal market as regards the vertical relationship between the Parties on the market for the sale of advertising space in cinema and the MBS
   markets in France and in the Netherlands.

6 Analysis of conglomerate effects of the Transaction

1 View of the Parties

643. The Parties submit that the Transaction is unlikely to lead to any conglomerate effects between MCS and MBS because  the  Parties  will  not
   have the ability and incentive to leverage a position on one market to another by means of tying or bundling or other  exclusionary  practices
   (conglomerate foreclosure).

644. The Parties argue that there is no vertical or conglomerate relationship between MCS and MBS, as in most of  cases  they  are  tendered  and
   contracted separately and are perceived as separate services by clients[513].

645. In any case, the Parties submit that they already offer, as most of their competitors, a wide range of services, and  the  Transaction  does
   not increase that range or provide any unique advantage that could give rise to conglomerate effects.

2 Commission's assessment

646. Conglomerate effects concern companies that are active in closely related markets. MCS on the one side and MBS on  the  other  side  may  be
   considered as neighbouring markets. These services may be provided to the same customers  and  both  belong  to  the  overall  sector  of  AMC
   services.

647. In the present case, respondents to the market investigation did not raise any concerns with regard to conglomerate effects.

648. The majority of the respondents to the market investigation indicated that the Transaction will not have any significant impact on  the  way
   in which MBS and MCS are supplied[514]. The Parties already owns multiple agencies that are capable of offering services in both MBS  and  MCS
   and do not need the Transaction to present themselves as a full-service operator. The majority of customers mentioned that they  buy  MBS  and
   MCS separately from different agencies, which most of the time do not belong to the same group[515]. Large competitors indicated that even  if
   they are able to offer both services, customers decide to separate them[516].

649. Although one competitor that responded to the market investigation alleged that the merged entity will be able to leverage its market  power
   in price negotiations with media vendors which in turn will lead to increased barriers to entry, the Commission considers that any such effect
   would be counterbalanced by the broad choice of alternative agencies and by the buyer power of media vendors (see in particular  Section  IV.4
   of this Decision).

3 Conclusion

650. In light of the above, the Commission considers that the Transaction does not raise any doubts as to its  compatibility  with  the  Internal
   Market with regard to conglomerate effects.

CONCLUSION

651. For the above reasons, the Commission considers that the proposed concentration does not raise serious doubts as to its  compatibility  with
   the internal market.

652. It has therefore decided not to oppose the Transaction 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]   Publicis offers advertising services mainly through five global networks: Publicis Worldwide, Leo Burnett, Saatchi &  Saatchi,  Fallon  and
Bartle Bogle Hegarty ("BBH").  Publicis’  media  strategy,  planning  and  buying  services  are  structured  around  two  independent  entities:
ZenithOptimedia and Starcom MediaVest Group. In certain EEA countries, another Publicis entity called Vivaki serves as an  umbrella  organisation
bringing together ZenithOptimedia and Starcom MediaVest Group in their purchasing negotiations with media vendors.

[3]   Omnicom offers advertising services mainly through three global networks: BBDO, DDB and TBWA.  It  offers  media  planning  and  purchasing
services under the Omnicom Media Group ("OMG"), which consists of two full service media networks: Optimum Media Direction ("OMD")  and  Pattison
Horswell Durden ("PHD").

[4]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Consolidated Jurisdictional  Notice  (OJ  C
95, 16.04.2008, p. 1).

[5]   However, Publicis does not own or control the cinema ad space. Rather, it acts as  a  media  selling  agent  for  cinema  owners  in  these
countries.

[6]   Form CO, paragraph 204.

[7]   Form CO, paragraph 205.

[8]   Form CO, paragraph 206.

[9]   Form CO, paragraph 136.

[10]  See Commission Decision of 10 June 1999 in case IV/M.1529 – Havas Advertising/Media Planning, recitals 11 and 13;  Commission  Decision  of
18 June 2002 in case COMP/M.2785 – Publicis/BCOM3, recital 9; and Commission Decision of 24 January 2005 in case COMP/M.3579 – WPP/Grey,  recital
21.

[11]  See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question  4;  replies  to  Commission  questionnaire  Q2  to
Customers of 25 November 2013, question 3; replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 3.

[12]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 4.

[13]  See Commission Decision of 24 January 2005 in case COMP/M.3579 – WPP/Grey, recital 19.

[14]  See Commission Decision of 18 June 2002 in case COMP/M.2785  –  Publicis/BCOM3;  and  Commission  Decision  of  24  January  2005  in  case
COMP/M.3579 –WPP/Grey.

[15]  See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, questions 8.2 and 8.3.

[16]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 7.2 and 7.3.

[17]  See Commission Decision of 10 June 1999 in case IV/M.1529 – Havas Advertising/Media Planning, recital 12; and  Commission  Decision  of  24
January 2005 in case COMP/M.3579 – WPP/Grey, recital 33.

[18]  See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 9.

[19]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 8 and 9; replies to Commission questionnaire  Q1  to
Competitors of 25 November 2013, question 10.

[20]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 11.

[21]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013,  question  14;  replies  to  Commission  questionnaire  Q1  to
Competitors of 25 November 2013, question 15.

[22]  See Commission Decision of 24 January 2005 in case COMP/M.3579 – WPP/Grey, recital 23.

[23]  See Commission Decision of 24 January 2005 in case COMP/M.3579 – WPP/Grey, recitals 25-32.

[24]  See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 16.

[25]  See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 17.

[26]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 15.

[27]  Such segmentation was considered in the Commission Decision of 24 January 2005 in case COMP/M.3579 – WPP/Grey, recitals 62 et seq.

[28]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 35.5.

[29]  See replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 20.1.

[30]  See Commission Decision of 24 January 2005 in case COMP/M.3579 – WPP/Grey, recital 40.

[31]  See Commission Decision of 24 January 2005 in case COMP/M.3579 – WPP/Grey, recital 41.

[32]  See replies to Commission questionnaire Q3 to Media owners of 25 November 2013, questions 7 and 8.

[33]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 13.

[34]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013,  question  12;  replies  to  Commission  questionnaire  Q1  to
Competitors of 25 November 2013, question 13.

[35]  See Commission Decision of 24 January 2005 in case COMP/M.3579 – WPP/Grey, recitals 42-48.

[36]  See footnote 27.

[37]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 35.5.

[38]  See replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 20.1.

[39]  Submission of the Parties of 17 December 2013. Responses to the market investigation did not  suggest  the  existence  of  any  significant
variations among media channels in other EEA countries where the Parties' activities overlap.

[40]  See Commission Decision of 10 June 2005 in case IV/M.1529 – Havas Advertising/Media Planning, recitals 14-17;  Commission  Decision  of  24
January 2005 in case COMP/M.3579 – WPP/Grey, recitals 34-35.

[41]  See Commission Decision of 10 June 1999 in case IV/M.1529 – Havas  Advertising/Media  Planning,  recital  14;  Commission  Decision  of  24
January 2005 in case COMP/M.3579 – WPP/Grey, recital 35.

[42]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 17 and 19.

[43]  See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 22.

[44]  See Commission Decision of 24 January 2005 in case COMP/M.3579 – WPP/Grey, recital 49.

[45]  See Commission Decision of 11 March 2008 in case COMP/M.4731 – Google/DoubleClick, recitals 83-84.

[46]  See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 23.1; replies to  Commission  questionnaire  Q2  to
Customers of 25 November 2013, question 20.1; replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 11.1.

[47]  See Commission Decision of 24 January 2005 in case COMP/M. 3579 – WPP/Grey, recital 13.

[48]  See Commission Decision of 24 January 2005 in case COMP/M.3579 WPP/Grey, recital 13 and Commission Decision  of  24  August  2008  in  case
COMP/M.2000 WPP Group/ Young & Rubicam, recitals 10 et seq.

[49]  Form CO, paragraph 108 et seq.

[50]  Form CO, paragraph 114.

[51]  See replies to Commission questionnaires Q1 to Competitors of 25 November 2013, question 52 and  Q2  to  Customers  of  25  November  2013,
question 41.

[52]  The Parties' 2012 combined market share for the supply of public relations services was below [5-10]% in each EEA  country.  As  a  result,
even if such a separate segment were considered, the Transaction would not give raise  to  any  serious  doubts.  See  Form  CO,  paragraph  115,
footnote 31 and paragraph 783, submission of the Parties "PR analysis" of 16 December 2013.

[53]  See Commission Decision of 24 January 2005 in case COMP/M. 3579 WPP/Grey, recital 15.

[54]  See replies to Commission questionnaires Q1 to Competitors of 25 November 2013, question 55 and  Q2  to  Customers  of  25  November  2013,
question 44.

[55]  See Commission Decision of 24 January 2005 in case COMP/M. 3579 WPP/Grey, recital 11.

[56]  The Parties have not been able to provide an estimation of their combined share of supply of healthcare MCS as no existing source  provides
the total value of such a potential market. Due, however, to the large number of players providing  healthcare  MCS,  the  Parties  believe  that
their share in such discipline would be within the same order of magnitude as in the overall MCS market or in the PR segment.

[57] See Commission Decision of 25 July 2003 in case COMP/M.3209 WPP/Cordiant, recital 22 and Commission Decision  of  24  August  2000  in  case
COMP/M.2000 WPP Group/Young & Rubicam, recitals 15, 16 and 17.

[58]  See replies to Commission questionnaires Q1 to Competitors of 25 November 2013, questions 56 and 57 and Q2  to  Customers  of  25  November
2013, question 46.

[59]  See Commission Decision of 24 January 2005 in case COMP/M. 3579 WPP/Grey, recitals 16-18.

[60]  See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, questions 58, 59 and 60 and Q2 to Customers of  25  November
2013, questions 48 and 49.

[61]  See Commission Decision of 14 June 2013 in case COMP/M.6866 – Time Warner/CME, recitals 58-68, Commission Decision of 8 September  2009  in
case  COMP/M.5533  –  Bertelsmann/KKR/JV,  recitals  46-47;   Commission   Decision   of   14   September   2001   in   case   COMP/M.   2529   –
JCD/RCS/Publitransport/IPG, recitals 7-9.

[62] See Commission Decision of 24 January 2005 in case COMP/M.3579 WPP/Grey, recital 49.

[63]  Annex 22 to the Form CO.

[64]  Annex 26 to the Form CO.

[65]  Annex R24 to Parties' response to Commission's RFI of 26 November 2013.

[66]  With respect to six EEA countries  (Belgium,  France,  Greece,  Lithuania,  the  Netherlands  and  Portugal),  the  report  indicates  that
expenditures estimates include agency commissions and fees. In addition, for Slovenia, the data includes production costs.

[67]  The limited variations mentioned in footnote 66 above do not materially alter the share estimates.

[68]  See Commission Decision of 24 January 2005 in case COMP/M.3579 WPP/Grey, recital 59.

[69]  See Commission Decision of 24 January 2005 in case COMP/M.3579 WPP/Grey, recital 59.

[70]  These countries are Belgium, Croatia, Germany, Greece, Ireland, Italy, the Netherlands, Slovenia, the  United  Kingdom  and  Norway.  These
estimations are available only in a limited number of EEA countries and are based on surveys from only a sample of media owners which may  affect
their accuracy.

[71]  Annex 23 to the Form CO.

[72]  Annex R24 to Parties' response to Commission's RFI of 26 November 2013.

[73]  The data collected by RECMA from advertisers and media agencies estimates ‘activity’ which is intended to represent gross billings.

[74]  For example, RECMA estimates Omnicom’s ‘activity’ in Europe to be approximately EUR 13 billion  in  2012  whereas  Omnicom’s  actual  gross
billings were […].

[75]  Annex 36 to the Form CO.

[76]  These countries are Austria, Belgium, Greece, Hungary, Latvia, Spain,  Sweden,  Norway  and  the  United  Kingdom.  In  the  following  EEA
countries there is either no difference at all or a difference of less than 5 percentage  points:  Austria,  Belgium,  Greece,  Hungary,  Latvia,
Spain and Sweden. For Norway the difference is less than 10 percentage points; however even if the difference is higher  compared  to  the  other
countries, the combined market shares of the Parties' would increase from [10-20]% to [20-30]% only  (or  from  [10-20]%  to  [20-30]%  excluding
direct sales) and the Commission's conclusions would not change. See also the country-specific sections below. The United  Kingdom  is  the  only
EEA country for which other sources than the three reports estimate a considerably smaller market size. These  other  sources  are  the  Kingston
Smith report (http://www.kingstonsmithw1.co.uk/annual-survey-2012/), the IBIS (Advertising Agencies in the  UK  –  Market  Research  Report,  May
2013), Campaign Top 50  Media  Agencies  (http://www.campaignlive.co.uk/wide/1175163/Top-50-media-agencies-2013/)  and  Nielsen  (Nielsen  Online
report). However, these local sources either have only a limited coverage (Kingston Smith report and Campaign  Top  50  Media  Agencies  both  of
which estimate the total cost of media  purchases  of  the  top  50  media  buyers),  or  they  underestimate  a  segment  (for  example  Nielsen
underestimates the online segment). In addition, the IBIS does not aim  at  estimating  advertising  expenditures  but  at  providing  a  general
overview of the advertising agencies industry, with the result that it under-estimates total cost of media.

[77]  In addition to these EEA countries, Publicis is active in Bulgaria and Omnicom in Estonia,  Finland  and  Slovakia.  However  the  Parties'
activities do not overlap in these countries. None of the Parties is active in Cyprus, Malta, Iceland, Lichtenstein and Luxembourg.

[78]  The WARC report does not cover the Czech Republic.

[79]  Publicis has acquired a 75% stake in Walker Media, a media buying company in the United Kingdom (and Cyprus, where Omnicom is not  active).
Walker Media's revenues have been included to the Parties' combined revenues in the United Kingdom.

[80]  The level of direct buying in each EEA country is based on the Parties' estimates.

[81]  As regards market shares of competitors if direct sales are excluded, the effect of excluding direct sales from the total market size  will
in principle be proportional for the Parties and their competitors because the market size will decrease and therefore  the  market  shares  will
increase for the Parties and their competitors to a proportional extent so that there will be no significant difference for the  purpose  of  the
competitive assessment.

[82]  The Commission notes that the Office of Fair Trading of the United Kingdom also  relied  on  the  ZenithOptimedia  reports  in  its  recent
assessment of the acquisition of Aegis by Dentsu in 2012. See OFT's Decision in Case ME/5636/12 of 3 October 2012, recital 39. In  addition,  the
Commission used the WARC reports in its Decision of 24 January 2005 in case COMP/M.3579 – WPP/Grey, recital 59.

[83]  Taking into consideration that Group M report does not estimate the markets for radio and cinema in Slovenia for 2012, the Commission  will
rely on the alternative source WARC to estimate the market shares of the Parties in TV, print, radio, outdoor, online/mobile and  cinema  on  the
procurement side of the MBS market in Slovenia.

[84]  Form CO, paragraph 347.

[85]  Submission of the Parties of 17 December 2013.

[86]  The local sources include AGCOM figures for Italy and Monitor Polsky B for Poland. See Form CO, page 229.

[87]  These EEA countries are: Austria, Belgium, Czech Republic,  Denmark,  Finland,  France,  Germany,  Greece,  Hungary,  Ireland,  Italy,  the
Netherlands, Norway, Poland, Portugal, Spain, Sweden, and the United Kingdom.

[88]  See Commission Decision of 17 September 2012, OJ L 251, 18.09.2012, p. 49 and Article 2(1) and 12 (b) of Regulation (EC) No 223/2009, OJ  L
87, 31.3.2009,p. 169

[89]  As a further example to show that the adjustment mechanism will not lead to any affected market, the  Parties  mentioned  that  MCS  demand
estimate needs to be reduced by more than 90% for the Parties’ combined market share to  reach  15%  in  some  EEA  countries,  which  is  not  a
realistic hypothesis.

[90]  The EEA totals are based on parties' actual revenues and Eurostat market size adjusted  for  MBS  revenues,  as  it  was  not  possible  to
estimate EEA market shares on the basis of the Barnes report, as it includes only 18 EEA countries.

[91]  GRPs are a measure of the volume of the audience watching the client’s commercial advertisement. One GRP represents  1%  of  the  available
audience. Specifically, GRPs quantify impressions as a percentage of the population reached rather than in absolute numbers reached.  GRP  values
are commonly used by media buyers to compare the advertising strength of various media vehicles.

[92]  The Cost Per Rating ("CPR") metric represents the cost of buying one rating point, or 1% of the targeted population (which  may  depend  on
sex, age group of socio-professional category). It is calculated by dividing the cost of the campaign by the GRPs and  enables  media  buyers  to
compare the costs of different outlets.

[93]  Cost per mille, often abbreviated to CPM, means that advertisers pay for every thousand displays of their message  to  potential  customers
(mille is the Latin word for thousand). In the online context, ad displays are usually called "impressions."

[94]   A rate card is a document containing prices and descriptions for the various ad placement options available from a media vendor.

[95]  See Form CO, paragraph 258

[96]  See Annex 32 of Form CO, Compass Lexecon report on RECMA Compitches Win/Loss Analysis.

[97]  See Commission Guidelines on the assessment of horizontal mergers under the Council Regulation on the  control  of  concentrations  between
undertakings, OJ C 31, 05.02.2004, page 7, point 17.

[98]  See paragraph 195 above.

[99]  See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 15.

[100]       See Commission Decision of 24 January 2005 in case COMP/M.3579 WPP/Grey, recital 71.

[101]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 40.1 and 65.

[102]       See replies to Commission questionnaire Q3 to Media vendors of 25 November 2013, question 25.

[103]       Compitches 2012, page 8.

[104]       Market shares at national level are presented in Table 1 and Table 2b of the Decision.

[105]       See CompassLexecon analysis of RECMA Compitches data for 2010,  2011,  and  2012.  The  data  analysed  included  Austria,  Bulgaria,
Belgium, Croatia, the Czech Republic, Denmark, Finland, France, Germany, Greece,  Hungary,  Italy,  Ireland,  the  Netherlands,  Norway,  Poland,
Portugal, Romania, Slovakia, Spain, Sweden, and the United Kingdom. It did not include Latvia, Lithuania, and Slovenia, as no  relevant  data  is
available for these countries. Furthermore, Bulgaria, Finland and Slovakia are not assessed in the present Decision as the Parties activities  do
not overlap in these three EEA countries. The CompassLexecon report  contains  information  about  3,029  tenders.  Out  of  these  tenders,  the
contenders are identified in 972 tenders, and the contenders, winner and incumbent MBS agency,  are  identified  in  856  tenders;  the  rest  of
tenders have incomplete information. The Commission performed its competitive assessment using the set of 856 tenders with complete  information,
in order to portray a picture that is as close as possible to reality. However, it appears that the results identified using either  the  set  of
tenders with complete information, or the entire set of tenders, are not different to an extent that  it  would  alter  the  conclusions  of  the
Commission's assessment. This assessment is reported in more detail in the general and in the country-specific competitive assessment section  of
the present Decision.

[106]       See reply of CompassLexecon, on behalf of the Parties, to the questions of the Commission of 26 November 2013, question 15.

[107]       In addition, RECMA data includes a value threshold for each country (for instance EUR 2 million in the United  Kingdom  and  Germany,
EUR 1 million in France, etc. The lowest thresholds apply to Greece (EUR 0.2 million), and Croatia and Romania (EUR  0.1  million).  The  Parties
and their competitors participate in tenders which fall below  these  thresholds.  However,  the  Commission  does  not  expect  the  competitive
situation to be significantly different for lower value tenders; if different, it  would  rather  be  expected  to  have  more  competition  from
independent, smaller agencies.

[108]       Market shares by channel at national level are presented in Table 4 of the Decision.

[109]       Compitches 2012, page 30. The statement refers to the "top 212" countries, including countries both in the EEA (the  United  Kingdom,
Germany, France, Italy, Spain) and outside (USA, Canada, Mexico, Russia, China, India, Australia).

[110]       See replies to Commission questionnaires Q1 to Competitors, of 25 November 2013, question 63 and  Q2  to  Customers  of  25  November
2013, question 24.

[111]       Compitches 2012, page 4. In the advertising industry, a pitch is when an advertising agency is trying  to  win  the  business  of  an
advertiser, either through direct negotiations or through a competitive tender process involving other advertising agencies.

[112]       See replies to Commission questionnaires Q1 to competitors of 25 November 2013, question 65 and  Q.2  to  customers  of  25  November
2013, questions 25.1-25.2.

[113]       The Parties confirmed that RECMA only includes contenders that  were  invited  to  pitch  whereas  more  agencies  may  be  initially
approached when advertisers put out a RFI. The use of RECMA data would therefore be cautious in this context.

[114]       See also Section IV.4.1.4.

[115]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 40.

[116]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 32.

[117]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 46.

[118]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 39.

[119]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 39.1.

[120]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 41.

[121]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 33.

[122]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 23.

[123]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 42.

[124]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 42.1.

[125]       That is to say the same agency was the incumbent and winner.

[126]       See submission of the Parties of 18 December 2013, tab "EU Wide_Comp", table 15.

[127]       See submission of the Parties of 18 December 2013, tab "EU Wide_Comp", table 15.

[128]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 45.1.

[129]       See replies to Commission questionnaire Q3 to Media Owners of 25 November 2013, questions 20.1 and 20.2.

[130]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 35.1.

[131]       See submission of the Parties of 18 December 2013, tab "Countries_Comp", table 26.

[132]       See submission of the Parties of 18 December 2013, tab "Countries_Comp", table 31.

[133]       See replies to Questionnaire Q1 to Competitors of 25 November 2013, question 39, Questionnaire Q2 to Customers of 25  November  2013,
questions 31.1 and 31.2, and Questionnaire Q3 to Media owners of 25 November 2013, question 19.

[134]       See Commission Decision of 24 January 2005 in case COMP/M. 3579 WPP/Grey, recital 47.

[135]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, questions 41.

[136]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, questions 47 and 50.

[137]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 47.

[138]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 30.

[139]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 50.

[140]       See submission of 5 December 2013, and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 31.

[141]       Annexes 46 and 47 to the Form CO.

[142]       See replies to Commission Questionnaire Q2 to Customers of 25 November 2013, question 29.

[143]       Which are present directly or through affiliates.

[144]       Such as Mundomedia, 6+1,  Action  Marketing,  Ad-sys,  Fantastic,  Impact  Diffusion,  Impuls,  Mediawize,  PTOC,  Robert  &  Marien,
Wondergarden and Zigt.

[145]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[146]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[147]       The ratio takes into account wins through the same incumbent agency or another agency within the group. Commission calculation  based
on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[148]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[149]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30.

[150]       No conclusions can be drawn from the competitors against which Omnicom and Publicis won tenders in Belgium as the complete  data  set
was too limited. Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[151]       See replies to Commission questionnaire Q1 to competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to media owners of 25 November 2013, question 19.

[152]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[153]       Even considering the estimated market shares based on the Group M report, the Commission's conclusions do not change.

[154]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[155]       See Section IV.2 on methodologies for estimating market shares for MBS. Rounding effects may intervene in all tables.

[156]       Which are present directly or through affiliates.

[157]       Such as Czech Promotion and VCCP.

[158]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[159]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[160]       The ratio takes into account wins through the same incumbent agency or another agency within the group. Commission calculation  based
on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[161]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[162]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30.

[163]  No conclusions can be drawn with regard to Publicis' losses as the complete dataset only includes one tender in  which  Publicis  was  the
incumbent.

[164] Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[165]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[166] See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[167]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[168]       See Section IV.2. on methodologies for estimating market shares for MBS.

[169]       See replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 23.

[170]       The Parties explained that it also owns Outdoor Akzent as of recently.

[171]       As the level of direct sales is very low (1%) for TV, including or excluding direct sales from the MBS sales and procurement  markets
has no material effect on the Commission's assessment.

[172]       Which are present directly or through affiliates.

[173]       Such as Syntese, OMI, Mindmill, Atcore, and Brandspot.

[174]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[175]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[176]       The ratio takes into account wins through the same incumbent agency or another agency within the group. Commission calculation  based
on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[177]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[178]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30.

[179]       Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[180]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[181] See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[182]       See Section IV.2 on methodologies for estimating market shares for MBS.

[183]       Submission of the Parties of 17 December 2013.

[184]       As the level of direct sales is very low (1%) for TV, including or excluding direct sales  does  not  materially  affect  the  market
share of the merged entity on the procurement side of the MBS market for TV.

[185]       http://www.b.dk/kultur/skaerpet-kamp-paa-biografmarkedet

[186]       Which are present directly or through affiliates.

[187]       Such as MyMedia, Agence Business, Australie, Climat Media, CoSpirit Media Track, Fred & Farid Group, FullSIX, Oconnection.

[188]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[189]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[190]       The ratio takes into account wins through the same incumbent agency or another agency within the group.  See  Commission  calculation
based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[191]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[192]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30.

[193]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[194]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[195]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[196]       The exclusion of direct sales would not materially affect the conclusion of the competition assessment on these channels.

[197]       See Section IV.2 on methodologies for estimating market shares for MBS.

[198]       Conseil Supérieur de l’Audiovisuel, Les  chiffres  clés  de  l’audiovisuel  français,  1er  semestre  2013,  page  9,  available  at:
http://www.csa.fr/content/download/33430/432161/file/Chiffres_cles_de_laudiovisuel-2013-S1.pdf

[199]          CNC,    Ressources,    Statistiques    par    secteur,     Financement     de     la     télévision,     data     available     at
http://www.cnc.fr/c/document_library/get_file?uuid=c5d48b33-3388-430e-933d-bd306a6406c8&groupId=18

[200]       NRJ Group (24%), RTL Group (23%), Lagardère (18%) and Next Radio TV (15%) – Source: Conseil Supérieur de l’Audiovisuel, Les  chiffres
clés        de        l’audiovisuel        français,        1er        semestre        2013,        page        31,         available         at:
http://www.csa.fr/content/download/33430/432161/file/Chiffres_cles_de_laudiovisuel-2013-S1.pdf

[201]       Form CO, paragraph 396. Moreover, CBS Outdoor, previously Giraudy Viacom Outdoor, is also a significant actor in outdoor  advertising
in France. More information about CBS Outdoor available at http://www.cbsoutdoor.fr/

[202]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 37; replies to  Commission  questionnaire  Q3
to Media owners of 25 November 2013, question 17; and replies to Commission questionnaire Q2 to Customers of 25 November 2013.

[203]       Which are present directly or through affiliates.

[204]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[205]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[206]       The ratio takes into account wins through the same incumbent agency or another agency within the group.  See  Commission  calculation
based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[207]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[208]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30.

[209]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[210]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[211]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[212]       See Section IV.2 on methodologies for estimating market shares for MBS.

[213]       The public broadcasters only play a minor role in the sale of airtime.

[214]             See       RTL       Group       Corporate       Presentation,        March        2013,        p.52.        Available        at
http://www.rtlgroup.com/www/assets/file_asset/RTL_Group_Corporate_Presentation_March_2013.pdf. and various decisions of  the  German  Competition
Authority (Bundeskartellamt) involving these two TV broadcasters: Decision of 17 March 2011, B6-94/10  ProSiebenSat.1  Media  AG/RTL  interactive
GmbH, paras. 43, 66, 101; Decision of 11 April 2006, B 6-142/05 RTL Television/n-tv, pages 12, 17 ff.; Decision of 19 January 2006,  B6-92292-Fa-
103/05 Axel Springer/ProSiebenSat.1 Media AG, pages 25, 30 ff. The trade association "Zentralverband der deutschen Werbewirtschaft ZAW";  in  its
yearbook "Werbung in Deutschland 2013" estimates the combined share of private TV broadcasters  based  on  net  TV  advertising  revenues  is  at
approximately 93%.

[215]       Annex 41 to the Form CO, para 135.

[216]       Bundeskartellamt decision of 15 August 2001, B6-92202-TX-127/99 RMS/Radio Aachen, page 17 ff. For 2012, this share  is  confirmed  by
trade association „Zentralverband der deutschen Werbewirtschaft ZAW“; in its yearbook „Werbung in Deutschland 2013“ the  combined  share  of  RMS
and AS&S based on net revenues for radio advertising is estimated at 89.5 %.

[217]       Annex 41 to the Form CO, para. 135.

[218]       Annex 41 to the Form CO, para 135.

[219]                  See            the            Bundeskartellamt's            press            release             available             at:
http://www.bundeskartellamt.de/SharedDocs/Meldung/EN/Pressemitteilungen/2007/30_11_2007_share-deals.html

[220] See Parties' response to Commission's RFI of 3 January 2014.

[221]       Bundeskartellamt decision of 17 March 2011, B6-94/10 ProSiebenSat.1 Media AG/RTL interactive GmbH, paras. 99 and 125.

[222]       One specificity to the negotiation process in Germany is that some negotiations are done directly by the advertiser with  the  owner,
although the media buying agency is in charge of putting together the media mix and strategy. The consequence of this process is that the  volume
directly purchased by these clients has no impact on the agency’s AVB.

[223]       Annex 46 and 47 to the Form CO.

[224]       Annex 41 to the Form CO, para. 137.

[225]       Form CO, footnote 46.

[226]       Which are present directly or through affiliates.

[227]       WPP offers MBS in Greece through its subsidiary MEC; Mediacom, another subsidiary of WPP is also present in  Greece.  It  is  however
not clear if, or to what extent it offers MBS in Greece.

[228]       Such as Fortune, Havas, Leoussis group, and Oxygen.

[229]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[230]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[231]       The ratio takes into account wins through the same incumbent agency or another agency within the group. Commission calculation  based
on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[232]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[233]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30.

[234]       Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp". No conclusion can be  drawn
as regards Publicis' wins since the complete dataset only includes one win of Publicis.

[235]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[236]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[237]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[238]       See Section IV.2 on methodologies for estimating market shares for MBS.

[239]       European Audiovisual Observatory 2012 Yearbook (Vol. 1), page 147.

[240]       Which are present directly or through affiliates.

[241]       Such as Berg Media, Allison Advertising and Café Communications.

[242]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[243]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[244]       The ratio takes into account wins through the same incumbent agency or another agency within the group.  See  Commission  calculation
based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[245] See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[246]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30.

[247]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[248]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[249]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[250]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[251]       See Section IV.2 on methodologies for estimating market shares for MBS.

[252]       Form CO, paragraph 569.

[253] See Council of Europe, “TV and on-demand audio visual services in Hungary”, report available at http://mavise.obs.coe.int/country?id=16.

[254]       See http://www.jcdecaux.com/en/Newsroom/Press-Releases2/2012/JCDecaux-reenters-Hungary, consulted on 19 December 2013.

[255]       Which are present directly or through affiliates.

[256]       Although Havas is not mentioned by the Parties in the form CO, Havas has indicated to the Commission that it is  present  in  MBS  in
Ireland. See reply of Havas to Commission questionnaire Q1 to Competitors of 25 November 2013, question 5.

[257]       Such as Gaffney McHugh Advertising, GT Media, Pierce Media & Advertising, Shanley Media Solutions, Southern Advertising Agency.

[258]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[259]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[260] See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[261]       See submission of the Parties of 18 December 2013, tab " Country_Comp", table 26.

[262]       See submission of the Parties of 18 December 2013, tab " Country_Comp", table 30.

[263] See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[264]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[265]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[266]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[267]       See Section IV.2 on methodologies for estimating market shares for MBS.

[268]       See Outdoor Media Association: http://www.oma.ie/oma/www/index.asp?magpage=2. According to the  Parties,  the  concentration  in  the
Irish outdoor advertising segment increased further in April 2013 when JCDecaux, the leading provider, acquired Bravo Outdoor Advertising.

[269]       Form CO, Annex 41 Competitive Analysis of Ten Additional EU Member States, paragraph 190.

[270]       According to a report from "Autorità per le garanzie nelle comunicazioni" ("the AGCOM report") in  Italy,  the  MBS  market  had  the
following main competitors in 2010: WPP (market share: 40-60%), Aegis (0-20%), Publicis (0-20%), Omnicom  (0-20%)  and  other  international  and
independent operators with lower market shares. The position of different players did not change if MBS by media type were considered. Report  of
the “Autorità per le Garanzie nelle Comunicazioni – Indagine Conoscitiva sul Settore della Raccolta Pubblicitaria”, p.60, annexed to Delibera  n.
551/12/CONS (Chiusura dell'indagine conoscitiva sul settore della raccolta pubblicitaria, avviata con Delibera n.  402/10/CONS)  of  28  November
2012

[271]       Which are present directly or through affiliates.

[272]       Such as Ammiro Partners, Cayenne, FullSIX.

[273]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[274]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[275]       The ratio takes into account wins through the same incumbent agency or another agency within the group.

[276]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[277] See submission of the Parties of 18 December 2013, tab " Country_Comp", table 26.

[278] See submission of the Parties of 18 December 2013, tab " Country_Comp", table 30.

[279]       No conclusions can be drawn with regard to Omnicom's losses as the complete dataset only includes one tender  in  which  Omnicom  was
the incumbent and lost the tender.

[280]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[281]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[282] See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[283]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[284]       The Parties' combined market shares on outdoor was calculated by the Parties on the basis of a different market  size  than  the  one
estimated in the ZenithOptimedia report (EUR 390 million estimated on the basis of the Italian Association Assocom). The Parties explained  that,
as the ZenithOptimedia report for outdoor was based on AC Nielsen data, it underestimated total outdoor  spending  by  around  50%.  This  under-
estimation was due to both the scattered nature of the monitored formats and the absence of monitoring of some major formats, such  as  "maxi  or
big size" posters, and of special supports such as street furniture and long-term sites.

[285]       See Section IV.2 on methodologies for estimating market shares for MBS.

[286]       The Parties explain that these two cinema groups offer a total capacity of approximately 180.000 seats across  Italy,  which,  taking
into account the multiple screenings of films, represents a very significant portion of the available ad time.

[287]       Response to Commission questionnaire Q3 to Customers of 25 November 2013 question 23. This is are  confirmed  by  the  AGCOM  report,
which states that this market is competitive  and  barriers  to  entry  were  low,  The  AGCOM  report  stated  in  that  respect  that  "Proprio
l'affermazione di Moviemedia, che in pochi anni è riuscita a guadagnare una quota del 26% in volume e dell'11% in valore, è di  per  sé  evidenza
di una certa contendibilità del mercato. Esiste, infine, una non marginale porzione di esercenti, allo  stato  attuale,  non  aderente  a  nessun
network (67% in termini di cinema e 38% in termini di schermi), che lascia spazio all'ingresso e/o alla crescita di nuovi  soggetti"  ("The  very
fact that Movimedia in a few years managed to gain a share of 26% in volume and 11% in value demonstrates the existence of a contestable  market.
Finally, the not insignificant presence of independent operators not belonging to any network (67% in terms of film and 38% in terms of  screens)
leaves room for the entry and / or the expansion of new players"). See AGCOM report, page 178.

[288]       Response to Commission questionnaire Q3 to Media Owners of 25 November 2013, question 24.

[289]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 38.

[290]       For all these media segments see AGCOM report, pages 149, 151-161, 162-174 and 212-213.

[291]       Form CO, paragraph 441.

[292]       See AGCOM report, Table 4.9 page 135.

[293]       See AGCOM report, page 185.

[294]       Which are present directly or through affiliates.

[295]       Such as MediaFlux and Creative Media Baltic.

[296]       Submission of the Parties, 4 December 2013 (Question 16 and Annex 2A).

[297]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[298] See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[299]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[300]       See Section IV.2 on methodologies for estimating market shares for MBS.

[301]       Form CO, paragraph 596.

[302]       See also Comparison of share of national TV channels in Latvia for May – June 2013:
http://www.tns.lv/?lang=en&fullarticle=true&category=showuid&id=4271 (consulted on 19 December 2013).

[303]       See Aegis Global Advertising Expenditure Report, May 2013, page 69.

[304]       See Aegis Global Advertising Expenditure Report, May 2013, page 69. Google was also identified  as  the  most  popular  online/mobile
resources for Latvian Internet users http://ejc.net/media_landscapes/latvia (consulted on 19 December 2013).

[305]       See http://www.jcdecaux.lv/en/jcdecaux-latvia

[306]       The advertising space of all these four operators is sold through the intermediary of the same sales house, Pirmalinja.

[307]       See Aegis Global Advertising Expenditure Report, May 2013, page 69.

[308]       Which are present directly or through affiliates.

[309]       Such as Creative Media Services and Mediapool.

[310]       Submission of the Parties, 4 December 2013 (Question 16 and Annex 2A).

[311]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[312] See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[313]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[314]       See Section IV.2 on methodologies for estimating market shares for MBS.

[315]       The third biggest broadcaster in terms of audience share is  LNRT,  with  audience  share  of  11.3%.  However,  LNRT  could  not  be
considered as a big player on the Lithuanian TV advertising segment, given the low operating revenues realised in 2011. See  Form  CO,  paragraph
627.

[316]       See Form CO, paragraph 627.

[317]       See: http://www.pirmalinija.lv/en/.

[318]       Form CO, paragraph 627.

[319]       Which are present directly or through affiliates.

[320]       Such as Brandwebbing, De Media Balie, MediaXplain, SVBmedia and Services, Media Balance, Zigt, M2 Media, De Media Maatschap,  Stroom,
and Zuiver Media.

[321]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[322]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[323]       The ratio takes into account wins through the same incumbent agency or another agency within the group. Commission calculation  based
on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[324]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[325]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30.

[326]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[327]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[328]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[329]       See Section IV.2 on methodologies for estimating market shares for MBS.

[330]       European Audiovisual Observatory 2012 Yearbook (Vol. 1), page 241.

[331]       See http://www.mediamonitor.nl/mediamarkten/radio/radio-in-2012/.

[332]       See www.g2mi.com/country_sector_info.php?sectorName=Outdoor%20advertising&countryName=Netherlands&id=80.

[333]       Which are present directly or through affiliates.

[334]       Such as Ecorys, Infinity Media, Media Concept, Pro Media House, Star Media.

[335]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[336]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[337] See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[338]       See submission of the Parties of 18 December 2013, tab " Country_Comp", table 26.

[339]       See submission of the Parties of 18 December 2013, tab " Country_Comp", table 30.

[340]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[341]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[342]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[343]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[344]       See Section IV.2 on methodologies for estimating market shares for MBS.

[345]       See replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 27.

[346]       See replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 23.

[347]       European Audiovisual Observatory 2012 Yearbook (Vol. 1), page 262.

[348]       Parties' submission of 17 December 2013. See also Global Media Marketing Intelligence, available at:

http://www.g2mi.com/country_sector_info.php?sectorName=Outdoor%20advertising&countryName=Poland&id=174.

[349]       See replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 23.

[350]          Official    promotional    Website    of    the    Republic    of    Poland,    Press     and     publishers,     available     at
http://en.poland.gov.pl/Press,and,publishers,7226.html.  European  Journalism   Centre,   available   at   http://ejc.net/media_landscapes/poland
indicates that each of Fakt and Gazeta Wyborcza represent around 15% of the market, which would in any event not change  the  assessment  on  the
press channel.

[351]       Form CO, paragraph 691.

[352]       European Journalism Centre, available at http://ejc.net/media_landscapes/poland.

[353]       Joinville, available at http://joinville.se/guide-to-the-online-advertising-market-in-poland/

[354]       More information may be found at www.filmneweurope.com/country-profiles/45-poland/menu-id-235.

[355]       Which are present directly or through affiliates.

[356]       Other players on this market include Milenar and Mediagate.

[357]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[358]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[359]       The ratio takes into account wins through the same incumbent agency or another agency within the group.

[360]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[361]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[362]       See submission of the Parties of 18 December 2013, tab " Country_Comp", table 30.

[363]       No conclusions can be drawn with regard to Publicis' losses as the complete dataset only includes one tender in  which  Publicis  was
the incumbent and lost. See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[364]       No conclusions can be drawn with regard to Omnicom's wins as the complete dataset only includes one tender in which Omnicom won.  See
Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[365]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[366] See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[367]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[368]       See Section IV.2.on methodologies for estimating market shares for MBS.

[369] See Form CO, paragraph 722.

[370]       See Form CO, paragraph 722.

[371]       Submission of the Parties  of  7  January  2014.  See  also  http://www.alexandrepais.pt/cofina-aumenta-de-32-para-34-a-sua-quota-de-
mercado/ (the figures in the table correspond to the period January to August 2012).

[372]       Submission of the Parties of 8 January 2014.

[373]       See Form CO, paragraph 722.

[374]       See Form CO, paragraph 722.

[375]       Which are present directly or through affiliates.

[376]       Other players on this market include Media Today, Next Advertising and Springer&Jacoby.

[377]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[378]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[379]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[380]       The ratios for both Publicis and Omnicom take into account wins through the same  incumbent  agency  or  another  agency  within  the
group.

[381] See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[382]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30.

[383]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[384]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[385]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[386]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[387]       See Section IV.2 on methodologies for estimating market shares for MBS.

[388]       The Romanian Audiovisual Law no 504/2002 as amended by the Government Emergency Ordinance 25/12.04.2013, published  in  the  Official
Gazette N° 208/12.04.2013.

[389]       Form CO, paragraph 751 and Aegis Global Advertising Expenditure Report, May 2013, page 78.

[390]       http://mediafactbook.ro/ebook/wp-content/uploads/2012/06/MediaFactBook2012_Initiative.pdf

[391] http://mediafactbook.ro/ebook/wp-content/uploads/2012/06/MediaFactBook2012_Initiative.pdf

[392]       Which are present directly or through affiliates.

[393]       The Commission's market investigation indicated that Havas is present in Slovenia.

[394]       Dentsu-Aegis is present in Slovenia through Carat Slovenia (see http://www.dentsuaegisnetwork.com/en/network/#/emea)  and,  according
to the Parties, it is also affiliated with an independent Slovenian agency Media Publikum (see the Parties' response to Commission's  RFI  of  13
December 2013).

[395]       Other competitors include Httpool, iProm and Mediamix.

[396]       Submission of the Parties, 4 December 2013 (Question 16 and Annex 2A).

[397]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[398]       One customer expressed concerns as regards the transaction on the MBS market in Slovenia, but these concerns were  not  substantiated
and not in line with the market share data of the Parties or the other repliers to the market investigation.

[399] See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[400]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[401]       See Section IV.2 on methodologies for estimating market shares for MBS.

[402]       Which are present directly or through affiliates.

[403] See Form CO, paragraph 61, and https://www.interpublic.com/our-agencies/find-an-agency

[404]       Such as Veritas Media, Media by Design, Alma Media, Equmedia, Moon Media, Ymedia, Zertem Communication Group.

[405]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[406]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[407]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[408]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[409]       See submission of the Parties of 18 December 2013, tab " Country_Comp", table 30.

[410]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[411]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[412]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[413]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[414]       See Section IV.2 on methodologies for estimating market shares for MBS.

[415]       Reply of the Parties to a Commission RFI of 27 November 2013 (Question 4), paragraph 73.

[416]       See replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 23. Apart from JCDecaux and  Clear  Channel,
CBS Outdoor and Espacio exterior have been indicated by media owners as being present in the Spanish outdoor sector.

[417]       Estudio IndoAdex de la Inversión Publicitaria en España 2013.

[418]       See CNC’s (Comision Nacional de Competencia) decision of 6 April 2011 in case C-0339/11, CINESA/ACTIVOS UGC.

[419]       As the level of direct sales is very low for TV (6%) and outdoor (16%), including or excluding direct sales from the  MBS  sales  and
procurement markets has no material effect on the Commission's assessment.

[420]       Which are present directly or through affiliates.

[421]       The Parties have not provided market shares for Havas; however the Commission's market investigation indicated that Havas is  present
in Sweden.

[422]       Other players on this market include Tre Kronor, HowCom, Klirr Stockholm.

[423]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[424]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 29.

[425]       The ratio takes into account wins through the same incumbent agency or another agency within the group. Commission calculation  based
on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[426]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 26.

[427]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30.

[428]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[429]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[430]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[431]       See Section IV.2 on methodologies for estimating market shares for MBS.

[432]       As the level of direct sales is very low for TV (6%) and outdoor (16%), including or  excluding  direct  sales  does  not  materially
affect the market share of the merged entity on the procurement side of the MBS market for TV and outdoor.

[433]       Form CO, Annex 41, paragraph 278, and Parties' submission of 16 December 2013. See also Parties' submission of 8 January 2014.

[434]       Parties' submission of 16 December 2013.

[435]       Parties' submission of 17 December 2013.

[436]       Which are present directly or through affiliates.

[437]       In its decision in case ME/5636/12 Dentsu/Aegis, the Office of Fair Trading stated that, based on  a  combination  of  internal  data
(for their shares) and a Zenith Optimedia report (for market size), Dentsu-Aegis would have a market share of [5-15]% of the MBS  market  in  the
United Kingdom.

[438]       Such as CMS Music Media, M.i. Media, NetBooster UK, the7stars, Total Media.

[439]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[440]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[441]       See submission of the Parties of 18 December 2013, tab " Country_Comp", table 26.

[442]       See submission of the Parties of 18 December 2013, tab " Country_Comp", table 30.

[443]       See Commission calculation based on submission of the Parties of 18 December 2013, tab "Addit AnnexC_V_Comp".

[444]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[445]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[446]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[447]       See Section IV.2 on methodologies for estimating market shares for MBS.

[448]       European Audiovisual Observatory 2012 Yearbook (Vol. 1).

[449]            BBC      website,      How      we      work:      Policies      and      Guidelines:      Advertising,       available       at
http://www.bbc.co.uk/aboutthebbc/insidethebbc/howwework/policiesandguidelines/advertising.html.

[450]        Extract  from  Statement  published   by   OFCOM   on   15/12/2011   (http://stakeholders.ofcom.org.uk/consultations/tv-advertising-
investigation/statement)

[451]       Newspaper and magazine distribution in the United Kingdom – Introductory overview paper on the newspaper and magazine supply  chains,
Office of Fair Trading Report, October 2008, available at http://www.oft.gov.uk/shared_oft/reports/comp_policy/oft1028.pdf.

[452]       European Journalism Centre, Media Landscapes, UK, available at http://ejc.net/media_landscapes/united-kingdom.

[453]       Ibid.

[454]       Ibid.

[455]       BBC Annual Report 2011/12 (part 2), available at http://downloads.bbc.co.uk/annualreport/pdf/bbc_executive_2011_12.pdf.

[456]        Press  Release  announcing  Global/GMG  final  report,  21/05/2013,  available  at   http://www.competition-commission.org.uk/media-
centre/latest-news/2013/May/global-gmg-final-report.

[457]       OFT Market Study, Outdoor Advertising, February 2011,  OFT1304,  para.  1.5,  available  at  http://www.oft.gov.uk/shared_oft/market-
studies/oft1304.pdf.

[458]       Which are present directly or through affiliates.

[459]       Such as Futatsu Industries, InSight, Mood Communications, Re:Media.

[460]       The comparison is between overlap tenders and non-overlap tenders, that is to say either tenders in which only one of the Parties  is
present or tenders in which none of them is present.

[461]       See submission of the Parties of 18 December 2013, tab " Country_Comp", table 26.

[462]       See submission of the Parties of 18 December 2013, tab "Country_Comp", table 30

[463]       See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 39, replies to  Commission  questionnaire  Q2
to Customers of 25 November 2013, question 31 and replies to Commission questionnaire Q3 to Media owners of 25 November 2013, question 19.

[464]       See replies to Commission questionnaire Q2 to Customers of 25 November 2013, questions 39 and 39.1.

[465]       See reply to Commission questionnaire Q2 to Customers of 25 November 2013, question 36.1.

[466]       The exclusion of direct sales does not materially affect the conclusion of the competition assessment on these channels.

[467]       See Section IV.2 on methodologies for estimating market shares for MBS.

[468]       Market shares by TV audience. Source: European Audiovisual Observatory 2012 Yearbook, page 251.

[469]       http://www.nrk.no/informasjon/about_the_nrk/1.3698330.

[470]       According to the Parties, the Oslo Airport is the largest airport in the Oslo area, and the  busiest  airport  in  Scandinavia.  Moss
Lufthavn Rygge (Rygge Airport) mostly serves low cost airlines and serves Oslo. To the Parties’ knowledge, Sageng Media is  responsible  for  all
advertising spaces in the airport. Torp Sandefjord Lufthavn (Torp Airport) also serves Oslo. It manages and sells its own advertising spaces.

[471]       Form CO, paragraph 657.

[472]       No analysis is conducted on the procurement side because the procurement markets are national.

[473]       The Transaction does not raise serious doubts at worldwide level, where the Parties will face competition from the other  four  large
international networks. Respondents to the market investigation refer to the Parties' combined  market  shares  worldwide  at  [30-40]%  (however
using RECMA as a basis), See also Annex 23 to the Form CO.  Furthermore,  the  Transaction  was  cleared  by  the  United  States  Federal  Trade
Commission and the Canadian Competition Bureau.

[474]       No affected market exists at EEA level.

[475]       See replies to Commission questionnaires Q1 to Competitors of 25 November 2013, question 61 and Q2 to Customers of 25 November  2013,
question 50.

[476]       See replies to Commission questionnaires Q1 to Competitors, of 25 November 2013, question 63 and  Q2  to  customers  of  25  November
2013, question 51.

[477]       See replies to Commission questionnaires Q1 to Competitors of 25 November 2013, question 65 and Q2 to customers of 25 November  2013,
question 52.

[478]       See replies to Commission questionnaires Q1 to Competitors of 25 November 2013, question 66 and Q2 to customers of 25 November  2013,
question 54.

[479] The EEA countries where one of the parties is the other's closest competitor are: (i)  Belgium  and  the  Netherlands,  where  Publicis  is
Omnicom's closest competitor together with WPP; and (ii) Germany, where Omnicom is Publicis' closest competitor, followed by WPP. See replies  to
Commission questionnaire Q1 to Competitors of 25 November 2013 question 66 and Q3 to Customers of 25 November 2013, question 54.

[480] See replies to the Commission questionnaires Q1 to Competitors of 25 November 2013, questions 67, 68, 69, 70, and Q2  to  Customers  of  25
November 2013 question 57.

[481]       See replies to Commission questionnaires Q1 to Competitors of 25 November 2013, question 64 and  Q.2  to  customers  of  25  November
2013, question 53.

[482]       See replies to Commission questionnaires Q1 to Competitors of 25 November 2013, question 62 and  Q.2  to  customers  of  25  November
2013, question 55.

[483]       See replies to Commission questionnaires Q1 to Competitors of 25 November 2013, questions 67-68 and Q2 to Customers  of  25  November
2013, question 57.

[484]       See replies to Commission questionnaires Q2 to Competitors of 25 November 2013, questions 71-74 and Q3 to Customers  of  25  November
2013, questions 58-61.

[485]       Commission Decision of 12 February 2001 in case M.2291 VNU/AC Nielsen, recitals 10 et seq; Commission Decision of 23  September  2008
in case M.5232 WPP/TNS; Commission decision of 4 September 2012 in Case M.6314 Telefonica UK/Vodafone UK/Everything Everywhere/JV,  recitals  197
et seq.

[486]       See replies to Commission Questionnaire Q1 to Competitors of 25 November 2013, question 76.1.

[487]       See replies to Commission Questionnaire Q2 to Customers of 25 November 2013, question 63.1.

[488]       See replies to Commission Questionnaire Q3 to Media owners of 25 November 2013, question 28.1.

[489]       See replies to Commission Questionnaire Q1 to Competitors of 25 November 2013, question 76.2.

[490]       See replies to Commission Questionnaire Q1 to Competitors of 25 November 2013, question 76.3.

[491]       See replies to Commission Questionnaire Q2 to Customers of 25 November 2013, question 63.2.

[492]       See replies to Commission Questionnaire Q3 to Media owners of 25 November 2013, question 28.2.

[493]       See replies to Commission Questionnaire Q1 to Competitors of 25 November 2013, question 76.4.

[494]       See replies to Commission Questionnaire Q2 to Customers of 25 November 2013, question 63.3.

[495]       In particular, one media owner raised the concern that the merged entity could, post-merger, force them to sell their  data  only  to
the merged entity and not to their competitors, and that the merged entity could force them to use the merged  entity's  data  analytics  service
and not the one of their competitors. The Commission considers that such concern is unfounded, as the merged entity will not have  the  necessary
market power to engage in such foreclosure strategies against media vendors, as set out in section IV.4.

[496]       See replies to Commission Questionnaire Q3 to Media owners of 25 November 2013, question 28.3.

[497]       Case T-342/99 Airtours plc v Commission, ECR [2002] II-2585, paragraphs 62 Case C-413/06 P Bertelsmann AG  and  Sony  Corporation  of
America v Independent Music Publishers and Labels Association (Impala), ECR [2008] I-4951, paragraphs 123 and 124.

[498]       Guidelines on the assessment  of  horizontal  mergers  under  the  Council  Regulation  on  the  control  of  concentrations  between
undertakings, OJ C 31, 5.2.2004, p.5, points 39-57.

[499]       See replies to Commission Questionnaire Q2 to Customers of 25 November 2013, question 29.

[500]       See replies to Commission Questionnaire Q2 to Customers of 25 November 2013, question 29.

[501]       Annexes 46 and 47 to the Form CO.

[502]       See replies to Commission Questionnaire Q2 to Customers of 25 November 2013, question 29.

[503]       Mediavision NV is in turn controlled by Publicis' subsidiary Médias &  Régies  Europe.  Mediavision  NV  is  a  "régie"  which  sells
advertising space on behalf of cinema owners. Form CO, paras 404-405 and Annex 41, paragraph 223.

[504]       Commission Guidelines on the assessment of non-horizontal mergers under the  Council  Regulation  on  the  control  of  concentration
between undertakings OJ C 265, 18 October 2008, page 6, Article 23.

[505]       Commission Guidelines on the assessment of non-horizontal mergers, Article 25.

[506] Form CO, paragraphs 194 and 196.

[507] The Parties' shares are as follows: [0-10]% for Publicis and [0-10]% for Omnicom.

[508] The Parties' shares are as follows: [0-10]% for Publicis and [0-10]% for Omnicom.

[509]       The Parties contend that this share, based on ZenithOptimedia Advertising Expenditure Forecast, would be overestimated.  The  Parties
state that it has been calculated on the basis of underestimated data relating to the total demand in the cinema channel.  According  to  another
source (France Pub), Publicis' share for the selling of advertising space in cinema would amount to [20-30]%. Form CO,  paragraph  196,  footnote
60.

[510]       Commission Guidelines on the assessment of non-horizontal mergers under the Council  Regulation  on  the  control  of  concentrations
between undertakings, OJ C 265, 18.10.2008, p.7, point 30.

[511]       Commission Guidelines on the assessment of non-horizontal mergers under the Council  Regulation  on  the  control  of  concentrations
between undertakings, OJ C 265, 18.10.2008, p.7, point 59.

[512]       For an indication of the Parties' market shares on the MBS market and on its segmentation related to cinema, see Section IV.4.1.4.

[513]       Form CO, paragraphs 758 – 760.

[514] See replies to Commission questionnaires of 25 November 2013, Q.1 to Competitors, questions 4 and 77, Q.2 to Customers, questions 3 and  64
and Q.3 to Media Owners, question 29.

[515] See replies to Commission questionnaire Q2 to Customers of 25 November 2013, question 4.

[516] See replies to Commission questionnaire Q1 to Competitors of 25 November 2013, question 6.

-----------------------
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
                                                             ARTICLE 6(1)(b) DECISION