CELEX: 32018M9152
Language: en
Date: 2018-12-17 00:00:00
Title: Commission Decision of 17/12/2018 declaring a concentration to be compatible with the common market (Case No COMP/M.9152 - BCEC Management X Limited / Adria Luxco S.a r.l.) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 17.12.2018
In the published version of this decision, some                 C(2018) 9046 final
information has been omitted pursuant to Article
17(2) of Council Regulation (EC) No 139/2004
concerning non-disclosure of business secrets and                         PUBLIC VERSION
other confidential information. The omissions are
shown thus […]. Where possible the information
omitted has been replaced by ranges of figures or a
general description.
                                                                To the notifying party
 Subject:            Case M.9152 – BC Partners / United Group
                     Commission decision pursuant to Article 6(1)(b) of Council
                     Regulation No 139/20041 and Article 57 of the Agreement on the
                     European Economic Area2
 Dear Sir,
 (1)       On 16 November 2018, the European Commission received notification of a
           proposed concentration pursuant to Article 4 of the Merger Regulation by which
           BC European Capital X ("BCEC X"), ultimately controlled by BC Partners LLP
           ("BC Partners", United Kingdom), acquires within the meaning of Article 3(1)(b)
           of the Merger Regulation sole control of United Group BV ("United Group", the
           Netherlands), by way of purchase of shares (the "Transaction"). i BC Partners is
           referred to as the "Notifying Party". BC Partners and United Group are
           collectively referred to as "Parties".
 1.        THE PARTIES
 (2)       BC Partners is a private equity firm, specialising in buyouts and acquisitions
           financing in Europe and the United States. BCEC X is one of the funds advised
 1    OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on
      the Functioning of the European Union ('TFEU') has introduced certain changes, such as the
      replacement of 'Community' by 'Union' and 'common market' by 'internal market'. The terminology of
      the TFEU will be used throughout this decision.
 2    OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
 Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
 Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
 Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak---      by BC Partners. BCEC X holds a controlling interest in […] portfolio companies,
     among which Intelsat SA ("Intelsat"), which is active in the provision of global
     voice, data, video and wholesale Internet communications services via satellites.
(3)  United Group is active in the provision of telecommunications and media services
     in South East Europe. In the EEA, United Group is active primarily in Slovenia
     and, to a lesser extent, Croatia.
2.   THE OPERATION
(4)  The Transaction relates to the acquisition of sole control within the meaning of
     Article 3(1)(b) of the EUMR of United Group by BC Partners.
(5)  The Transaction will be implemented in accordance with a share purchase
     agreement of 27 September 2018 (the "SPA") between Adria Luxco as seller and
     BidCo BV ("BidCo") as buyer. BidCo is a newly set up special purpose vehicle
     ultimately controlled by BC Partners. Pursuant to the SPA, BidCo will acquire all
     outstanding shares in Adria TopCo BV ("Adria TopCo"), which in turns holds
     100 % of the shares of United Group.
(6)  As a result of the Transaction, BC Partners will have indirect sole control over
     United Group. In fact, BC Partners will indirectly hold […]% of the shares in
     Adria TopCo and, pursuant to a separate Equity Wrapper, will have the ability to
     appoint a majority of the board. The remaining shareholders of Adria TopCo will
     not have negative control over it, as none will be able to veto any strategic
     decision.
3.   EU DIMENSION
(7)  The undertakings concerned have a combined aggregate world-wide turnover of
     more than EUR 5 000 millionii (BC Partners: EUR […] million; United Group:
     EUR […] million). Each of them has an EU-wide turnover in excess of EUR
     250 million (BC Partners: EUR […] million; United Group: EUR […] million),
     but they do not achieve more than two-thirds of their aggregate EU-wide turnover
     within one and the same Member State.
(8)  The Transaction therefore has an EU dimension pursuant to Article 1(2) of the
     Merger Regulation.
4.   RELEVANT MARKETS
4.1. Provision of Satellite Transponder Capacity
(9)  Satellite transmissions are used for the distribution of TV signals, telephony, and
     other communications. For the provision of their satellite TV services,
     broadcasters and retail TV distributors like United Group utilise satellite
     transponder services offered by companies like Intelsat: the television content is
     generally fed into an uplink antenna, which in turn is beamed up to a
     geostationary satellite; the signal is then beamed from the satellite down into the
     receiving customers’ antennae.
                                               2
 ---pagebreak--- 4.1.1. Product market definition
(10)   The Notifying Party submits that the relevant market would be the market for the
       supply of satellite transponder capacity for the provision of direct-to-home
       (“DTH”) satellite TV services.
(11)   In its past decisional practice, the Commission identified a possible market for the
       provision of satellite transponder capacity used for distribution of TV signals,
       telephony and other communication services3. The Commission considered
       whether such market may include the provision of uplink services (transmission
       to the satellite), encoding, and various other technical services.
(12)   The information gathered during the market investigation indicated that, although
       video content is the main application of satellite transponder capacity, such
       capacity is also used for a broad variety of other services including notably
       government services, private networks, mobile services, aeronautical and
       maritime services.4
(13)   In light of the above, the Commission considers that there is no reason to depart
       from its previous approach, and that the relevant product market is the market for
       the supply of satellite transponder capacity, irrespective of the services they are
       provided for. However, the precise product market definition can be left open, as
       this would not change the outcome of the competitive assessment in this case.
4.1.2. Geographic market definition
(14)   The Notifying Party submits that the geographic scope of the market coincides
       with, at least, the footprint of a given satellite. Therefore, the Notifying Party
       submits that the scope of the market is at least Central and Eastern Europe, but
       could be wider (i.e., the whole Europe).
(15)   In the past, the Commission concluded that the geographic scope of the market
       for satellite transponder capacity only encompassed the Nordic countries, and not
       the EEA as a whole.5
(16)   The information gathered during the market investigation confirmed the regional
       scope of the supply of satellite transponder capacity. Indeed, the satellites
       covering Slovenia and Croatia have a supranational footprint, which also covers
       neighbouring states of Central and Eastern Europe. Their position is stronger or
       weaker as per territory, depending on the strength of the beam and on the number
       of dishes pointed towards them.6
(17)   In any event, the Commission considers that, for the purpose of this decision, the
       relevant geographic market for the supply of transponder capacity can be left
3     Commission decision of 13 October 1999 in case M.1439 Telia / Telenor, recital 266.
4     Replies to the Questionnaire to Intelsat's competitors, questions 2 and 3.
5     Commission decision of 13 October 1999 in case M.1439 Telia / Telenor, recital 284.
6     Replies to the Questionnaire to Intelsat's competitors, question 1; Replies to the Questionnaire to
      United Group's competitors, question 1a and 1b.
                                                         3
 ---pagebreak---         open (i.e., covering Central and Eastern Europe, or more broadly, encompassing
        Western, Central and Eastern Europe), as this would not change the outcome of
        the competitive assessment in this case.
4.2.    Retail Distribution of TV services
4.2.1. Product market definition
(18)    The Notifying Party submits that the relevant market would be the market for the
        retail provision of Pay TV services encompassing (i) all distribution technologies,
        (ii) linear and non-linear content and (iii) basic and premium Pay TV. It further
        submits that the precise definition of the product market could be left open, as the
        Transaction would not give rise to competition concerns irrespective of the
        market definition.
(19)    In its past decisional practice, the Commission identified separate product
        markets for the retail provision of (i) FTA and (ii) Pay TV services.7 The
        Commission also considered whether retail Pay TV could be segmented further
        according to: (i) linear vs non-linear retail Pay TV services8; (ii) according to
        distribution technologies (e.g., cable, Over-The-Top, DTH satellite, Internet
        Protocol television “IPTV”, or terrestrial)9; and (iii) premium vs basic retail Pay
        TV services.10 In recent cases, the Commission left open the product market
        definition with regard to each of these potential sub-segments.11
(20)    The results of the market investigation did not provide reasons to depart from the
        Commission’s previous approach in this case.12 The Commission therefore
        considers that, for the purpose of the present decision, the relevant product market
        is the market for the retail distribution of Pay TV services, and that the question
        whether it should be further segmented can be left open, as this would not change
        the outcome of the competitive assessment in this case.
4.2.2. Geographic market definition
(21)    The Notifying Party submits that the precise definition of the geographic
        (i.e., national or broader) markets could be left open as the Transaction would not
        give rise to competition concerns irrespective of the market definition.
(22)    In its past decisional practice, the Commission considered, but ultimately left
        open, that the geographic market for the retail provision of TV services (and its
7     Commission decision of 21 December 2010 in case M.5932 News Corp/BSkyB, recital 99.
8     Commission decision of 7 April 2017 in case M.8354 Fox/Sky, recitals 98 and 99.
9     Commission decision of 21 December 2010 in case M.5932 News Corp/BSkyB, recital 103.
10    Commission decision of 24 February 2015 in case M.7194 Liberty Global/Corelio/W&W/De Vijver
      Media, recital 119.
11    See i.a. Commission decision of 6 February 2018 in case M.8665 Discovery/Scripps, recitals 31
      and 32.
12    Replies to the Questionnaire to United Group's competitors, question 2.
                                                       4
 ---pagebreak---        possible sub-divisions) was either national or, at most, covering linguistically
       homogeneous areas.13
(23)   The results of the market investigation did not provide reasons to depart from the
       Commission’s previous approach in this case.14
(24)   In particular, one respondent to the market investigation indicated that the
       geographic scope of the market could cover the Serbo-Croatian linguistic area,
       which encompasses Bosnia and Herzegovina, Croatia, FYROM, Montenegro,
       Serbia and part of Slovenia.
(25)   On the basis of the above, the Commission considers that, for the purpose of the
       present decision, the relevant geographic market for the retail distribution of Pay
       TV services is national or, at most, covering linguistically homogeneous areas.
       The precise geographic market definition can be left open, as the Transaction
       would not give rise to competition concerns under any alternative market
       definition.
5.     COMPETITIVE ASSESSMENT
 5.1. Affected markets
(26)   Intelsat and United Group are active at different levels of the satellite TV value
       chain: (i) Intelsat is a global provider of voice, data, video, and wholesale Internet
       communications services via satellite. Of particular relevance for this case is
       Intelsat’s provision of satellite capacity for DTH services. (ii) United Group
       provides telecommunications and media services. In Slovenia, and to a lesser
       extent in Croatia, United Group is active as a retailer of Pay TV services, a
       wholesale distributor of Pay TV channels, and a producer of TV content. For its
       provision of retail TV services, United Group utilises both cable and satellite
       DTH technologies. Additionally, United Group is active as a provider of retail
       fixed Internet access, fixed telephony, and mobile telecommunications services.
5.1.1. Horizontal overlaps
(27)   The Transaction does not lead to any horizontal overlaps between the business
       activities of the portfolio companies of BC Partners and the business activities of
       United Group.
5.1.2. Vertical relationships
(28)   The Transaction gives rise to a possible vertical relationship between (i) Intelsat’s
       satellite transponder capacity’s activities and (ii) United Group’s retail provision
       of TV distribution services in Slovenia and in Croatia.
13    Commission decision of 21 December 2010 in case M.5932 News Corp/BSkyB, recital 110.
14    Replies to the Questionnaire to United Group's competitors, question 2.
                                                       5
 ---pagebreak--- 5.1.2.1.    Vertical relationships in Slovenia
(29)    The Transaction gives rise to vertically affected markets, given that Intelsat is
        active in the upstream provision of satellite transponder capacity, and that United
        Group has a market share in excess of 30 % in the downstream retail market for
        the distribution of Pay TV services.
(30)    With regard to the upstream market for the provision of satellite transponder
        capacity, Intelsat has a market share of [0-5]% for 2017 in terms of value in
        Central and Eastern Europe, and of [0-5]% if considering a broader geographic
        market encompassing Western, Central and Eastern Europe.15
(31)    With regard to the downstream market for the retail provision of Pay TV services
        in Slovenia, United Group has a share of [30-40]% for 2017 in terms of volume.16
        If considering possible sub-markets according to the distribution technology,
        United Group has a market share of [90-100]% of DTH satellite subscribers for
        Q2 2018.17 Other possible sub-markets, including other distribution technologies,
        and linear/non-linear services, are not affected by the Transaction.18
(32)    For the provision of its retail DTH satellite TV services in Slovenia, United
        Group currently utilises Eutelsat’s satellite transponder capacity services.
5.1.2.2.    Vertical relationships in Croatia
(33)    The Transaction does not give rise to vertically affected markets as regards
        Croatia, because United Group has a de minimis presence in the downstream
        market for the retail provision of Pay TV services in Croatia (below 5% for 2016
        in terms of value)19 and Intelsat has a de minimis presence in the upstream market
        for the provision of satellite transponder capacity (below 5% for 2017 in terms of
15    Form CO, tables 2 and 3.
16    Form CO, table 5.
17    Form CO, table 6.
18    Other distribution technologies, such as cable TV or IPTV, would not be impacted by the merged
      entity’s hypothetical customer or input foreclosure strategies. This is because IPTV (and generally
      cable) does not rely on satellite technology for the provision of TV services. In any case, as
      explained below, no United Group’s competitor in Slovenia relies on Intelsat’s satellite services.
      The Notifying Party submits it was not able to provide market shares for the possible sub-markets
      for linear and non-linear services. However, the Commission considers that the distinction between
      linear and non-linear services is not relevant in this case, since non-linear services generally cannot
      be provided via DTH satellite technology, and non-linear services represent a small share of the
      total market (only 8% of TV customers subscribe to Video-on-Demand “VOD” services in
      Slovenia).
19    Form CO, paragraph 66 and footnote 31. The Notifying Party explains that United Group is
      mainly active in Croatia as a TV broadcaster (Nova TV). United Group is active at retail level
      via Nova TV's Subscription VOD ("SVOD") service "OYO", which grossed approximately EUR
      […] in 2016. The Commission considers that no vertically affected markets will arise,
      irrespective of the market definition, because SVOD cannot be provided via satellite DTH, and
      the vertical relationship between Intelsat and United Group would be purely hypothetical.
                                                          6
 ---pagebreak---         value for both geographic markets encompassing the whole Europe, or Central
        and Eastern Europe only).20
(34)    In any case, the Transaction will not give rise to any anticompetitive effects in the
        Croatian market, for the following reasons: United Group’s retail activities in
        Croatia are limited to non-linear VOD services, which do not rely on satellite
        DTH technology; furthermore, Intelsat […] satellite transponder capacity to any
        of United Group’s competitors in Croatia.21
5.1.2.3.   Conclusion on vertical relationships
(35)    In the following sections, the Commission will analyse whether the Transaction is
        likely to produce anti-competitive effects in Slovenia, as a result of input
        foreclosure or customer foreclosure.22
            5.2. Input foreclosure
        5.2.1. The Notifying Party's view
(36)    The Notifying Party submits that it is unlikely that the merged entity will
        foreclose United Group’s competing providers of Pay TV services in Slovenia by
        refusing to supply Intelsat’s satellite transponder capacity services, or offering
        them at worse conditions.
(37)    The Notifying Party claims that Intelsat does not have the ability to foreclose
        United Group’s competitors, because Intelsat lacks market power on the upstream
        market for satellite transponder capacity, and because alternative providers will
        be active post-transaction in Central and Eastern Europe, namely RSCC, Eutelsat,
        and Gazprom23. Moreover, the Notifying Party affirms that there would not be
        any competitor to foreclose, as competing providers of Pay TV in Slovenia do not
        rely on satellite technology.24
(38)    In addition, the Notifying Party submits that Intelsat would not have the incentive
        to engage in full or partial input foreclosure either, because Intelsat's only
20    See recital (30).
21    See reply to Request for Information No. 1 of 19 October 2018, question 11.
22    The Commission considers that the input and customer foreclosure analysis for the Slovenian
      market equally applies to the possible market comprising the retail TV provision of Serbo-Croatian
      language content (i.e., encompassing Members States like Croatia and parts of Slovenia, as well as
      non-EU countries like Bosnia and Herzegovina, FYROM, Montenegro and Serbia). As explained at
      paragraph (41) below, Intelsat cannot be considered an important provider of satellite transponder
      capacity, either in Central and Eastern Europe or in the whole Europe. Likewise, United Group as a
      whole cannot be considered an important customer for satellite transponder capacity, as evidenced
      by United Group’s spend at paragraph (52). Therefore, the addition of United Group’s South East
      European activities would not make any substantial difference for the Commission’s assessment.
23    Form CO, table 3.
24    Form CO, paragraph 111.
                                                        7
 ---pagebreak---        purchaser of satellite transponder capacity in Slovenia is […], a teleport and
       satellite services company that is not a competitor of United Group in the EEA.25
       5.2.2. The Commission's assessment
(39)   According to the Non-Horizontal Merger Guidelines, input foreclosure occurs
       where a merger is likely to raise the costs of downstream rivals by restricting their
       access to an important input.26
(40)   The Commission considers that Intelsat has no ability to foreclose United Group’s
       competing providers of Pay TV services in Slovenia by refusing to supply
       satellite transponder capacity or by offering them at worse conditions.
(41)   Intelsat has a market share comprised between [0-5]% and [0-5]% for 2017 in
       terms of value, depending on the geographic scope of the upstream market.27 The
       Commission considers that, given this low market share, Intelsat has no market
       power in the upstream market for the provision of satellite transponder capacity.
(42)   In addition to its limited market share in the provision of satellite transponder
       capacity, Intelsat faces strong competitors in Central and Eastern Europe, such as
       RSCC and Eutelsat with market shares of respectively [20-30]% and [10-20]%
       for 2017 in terms of value.28
(43)   Moreover, the information gathered during the market investigation confirmed
       that Intelsat is not an indispensable provider of satellite transponder capacity in
       Slovenia, either for the distribution of TV services or the supply of
       telecommunications services.29
(44)   For completeness, during the course of the investigation, one respondent
       submitted that, post-Transaction, Intelsat would have the incentive to engage in
       input foreclosure, by discriminating against United Group's competitors in South
       East Europe. This would raise barriers to competitor's expansion and further
       entrench United Group's dominance.30 However, for the above-mentioned
       reasons—and in particular the minimal market presence of Intelsat, the
       Commission considers that Intelsat has no ability to engage in input foreclosure
       with regard to its provision of satellite transponder capacity services.
25   Form CO, paragraphs 102 and 112.
26   Non-Horizontal Merger Guidelines, paragraph 34.
27   See recital (30).
28   Form CO, table 3.
29   Replies to the Questionnaire to United Group's competitors, question 1.
30   The Commission also received certain negative comments from non-EEA market players. The
     complainants allege that United Group employs various means in order to evade service of process
     by mail, and thus execution of final and binding decisions of a non-EEA National Competition
     Authority. The complainants ask the Commission to impose certain conditions as part of its final
     decision, including disclosure of one of United Group’s entities’ address, as well as proof of
     compliance with the above non-EEA decisions. The Commission notes that the complaints address
     non merger-specific issues. Therefore, the Commission will not address them further in the present
     decision.
                                                      8
 ---pagebreak--- (45)   In light of the above, the Commission considers that the Transaction does not give
       rise to serious doubts as to its compatibility with the internal market in relation to
       input foreclosure with regard to the markets for the provision of satellite
       transponder capacity and for the retail distribution of Pay TV services in
       Slovenia, or in the Serbo-Croatian language area.
       5.3. Customer foreclosure
       5.3.1. The Notifying Party's view
(46)   The Notifying Party submits that it is unlikely that the merged entity will
       foreclose Intelsat’s competitors of satellite transponder capacity, by switching
       United Group's entire spend on satellite capacity to Intelsat.
(47)   The merged entity would not have the ability to engage in customer foreclosure,
       because United Group’s activities do not represent a sufficient customer base.
       Indeed, the Notifying Party submits that providers of satellite transponder
       capacity have a customer base that goes beyond Slovenian customers.31
(48)   In addition, the Notifying Party submits that the merged entity would not have the
       incentive to engage in customer foreclosure either, because switching United
       Group’s procurement of satellite transponder capacity from Eutelsat to Intelsat
       would be costly for United Group and disruptive for its customers. In fact, United
       Group’s customers would lose access to several channels and incur antennae
       settings costs, which would entail an increase in churn.32 Likewise, United Group
       would have to incur costs for the construction of a new uplink station, and for the
       development of new software.33
       5.3.2. The Commission's assessment
(49)   For customer foreclosure to be a concern, it must be the case that the vertical
       merger involves a company that is an important customer with a significant
       degree of market power in the downstream market.34
(50)   During the course of the investigation, one respondent submitted that, because of
       the Transaction, there could be a risk that the merged entity will prevent
       competing satellite services providers from supplying transponder capacity to the
       leading provider of DTH services in South East Europe.35
31   Form CO, paragraph 113.
32   Form CO, paragraph 115.
33   Form CO, paragraph 119.
34   Non-Horizontal Merger Guidelines, paragraph 61.
35   The same respondent added, without any substantiation, that the Transaction might incentivise
     United Group and Intelsat to access commercially sensitive information of rivals, giving them a
     significant competitive advantage. In particular, it submitted that United Group may be incentivised
     to disclose to Intelsat details of its current commercial relationship with Eutelsat. However, United
     Group confirmed that its current procurement agreements with Eutelsat contain confidentiality
     provisions, prohibiting the disclosure of any confidential information to third parties. Finally,
     Eutelsat itself did not raise such a concern during the market investigation. See, reply of Eutelsat to
                                                        9
 ---pagebreak--- (51)   The Commission considers that United Group has no ability to foreclose Intelsat’s
       competitors, because United Group cannot be considered an indispensable
       customer for satellite transponder capacity, irrespective of the geographic market
       definition.
(52)   While United Group has a share of [30-40]% for 2017 in terms of volume for the
       retail provision of Pay TV services in Slovenia, and a share of [90-100]% in the
       retail provision of Pay TV services via DTH satellite36, the total spend on satellite
       transponder capacity of the entire group represents a negligible share of the
       upstream market's value ([0-5]% for Central and Eastern Europe in 201737, or [0-
       5]% for Western, Central and Eastern Europe)38.
(53)   Moreover, the Commission observes that United Group cannot be considered an
       indispensable customer of Eutelsat (United Group’s current provider of satellite
       transponder capacity) either. United Group's total spend on satellite transponder
       capacity represents a minor fraction of Eutelsat’s turnover in either Central and
       Eastern Europe ([0-5]% in 2017)39 or Western, Central and Eastern Europe ([0-
       5]% in 2017)40.
(54)   The Commission further notes that alternative customers of satellite transponder
       capacity will remain active in the relevant market. As explained in paragraph
       (12), satellite transponder capacity is used for a large number of usages, which are
       not limited to the distribution of DTH signal, and which include the provision of
       telephony, aeronautical, maritime, and other communications services. For
       example, Eutelsat’s website lists the following “key clients” for Central and
       Eastern Europe: Antik Telecom, DigitAlb, FreeSat, Hrvatski Telekom, OiV,
       Team:Media, Telekom Austria Group, and Tring Digital.
(55)   Last, the Commission notes that United Group is contractually bound to Eutelsat
       by a long-term contract that runs until […], which will make it less likely that
       United Group will switch provider in the foreseeable future. In addition, the
       market investigation confirmed that switching provider is logistically costly and
       time consuming, because of the necessity to re-direct the dishes, and often to
       change the dish size and the equipment itself.41
(56)   In light of the above, the Commission considers that the Transaction does not give
       rise to serious doubts as to its compatibility with the internal market in relation to
       customer foreclosure with regard to the markets for the provision of satellite
     the Questionnaire to Intelsat's competitors. Therefore, the Commission considers it unlikely that
     post-transaction Intelsat will get access to commercially sensitive information of Eutelsat.
36   See recital (31).
37   Form CO, tables 3 and 4.
38   Form CO, tables 2 and 4.
39   Form CO, tables 3 and 4.
40   Form CO, tables 2 and 4.
41   Replies to the Questionnaire to United Group's competitors, question 1c.
                                                       10
 ---pagebreak---       transponder capacity and for the retail distribution of Pay TV services in
      Slovenia, or in the Serbo-Croatian language area.
6.    CONCLUSION
(57)  For the above reasons, the European Commission has decided not to oppose the
      notified operation and to declare it compatible with the internal market and with
      the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of
      the Merger Regulation and Article 57 of the EEA Agreement.
                                                             For the Commission
                                                             (Signed)
                                                             Margrethe VESTAGER
                                                             Member of the Commission
i
      Publication in the Official Journal of the European Union No C 423, 23.11.2018, p. 24.
ii
     Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission
     Consolidated Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1).
                                                      11