CELEX: 32021M10061
Language: en
Date: 2021-03-30 00:00:00
Title: Commission Decision of 30/03/2021 declaring a concentration to be compatible with the common market (Case No COMP/M.10061 - COCA-COLA HELLENIC BOTTLING COMPANY / HEINEKEN / STOCKDAY) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                               Brussels, 30.3.2021
                                                               C(2021) 2380 final
                                                                                 PUBLIC VERSION
                                                                 In the published version of this decision,
                                                                 some information has been omitted
                                                                 pursuant to Article 17(2) of Council
                                                                 Regulation (EC) No 139/2004 concerning
                                                                 non-disclosure of business secrets and other
                                                                 confidential information. The omissions are
                                                                 shown thus […]. Where possible the
                                                                 information omitted has been replaced by
                                                                 ranges of figures or a general description.
                                                               Coca-Cola HBC Romania S.R.L.
                                                               Global City Business Park, Bucharest Nord
                                                               St. 10, O23 Building, 1st floor,
                                                               Ilfov County
                                                               077190 Voluntari
                                                               Romania
                                                               Heineken Romania S.A.
                                                               S-Park Building, Tipografilor St 11-15, 4th
                                                               floor, wing A2-L
                                                               013714 Bucharest
                                                               Romania
Subject:            Case M.10061 - COCA-COLA HELLENIC BOTTLING COMPANY /
                    HEINEKEN / STOCKDAY
                    Commission decision pursuant to Article 6(1)(b) of Council Regulation
                    No 139/2004 1 and Article 57 of the Agreement on the European Economic
                    Area2
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--- Dear Sir or Madam,
(1)      On 24 February 2021, the European Commission received notification of a proposed
         concentration pursuant to Article 4 of the Merger Regulation by which Coca-Cola
         HBC Romania ('CCH Romania') intends to acquire joint control over Stockday
         S.R.L. ('Stockday') together with Heineken Romania S.A. ('Heineken Romania' and,
         together with CCH Romania and Stockday, the 'Parties') (the 'Transaction'). 3
         Currently, Stockday is solely controlled by Heineken Romania.
1.       THE PARTIES
(2)      CCH Romania is a wholly owned subsidiary of Coca-Cola HBC AG ('CCH'), an
         authorized bottler of The Coca-Cola Company ('TCCC'). CCH Romania is active in
         the production and distribution of beverages bearing the TCCC brand as well as
         other beverages. In Romania, CCH Romania offers non-alcoholic beverages and
         spirits.
(3)      Heineken Romania is a wholly owned subsidiary of Heineken N.V. ('Heineken').
         Heineken Romania supplies a range of Heineken’s local and international brands of
         beer and cider in Romania.
(4)      Stockday is an online distribution platform established by Heineken in 2017 that
         operates as an intermediary between producers of beverages and retailers.
2.       THE OPERATION
(5)      On 3 November 2020, the Parties entered into a shares purchase agreement by means
         of which CCH Romania will acquire 50% of the shares of Stockday. Heineken
         Romania will retain the remaining 50% of Stockday’s shares. Post-Transaction,
         CCH Romania and Heineken Romania will have the same number of voting rights in
         the shareholders’ meeting and in the governing board of Stockday. All decisions
         relating to the strategic commercial behaviour of Stockday, including the
         appointment of senior management at Stockday and the approval of Stockday’s
         business plan and budget, will require the agreement of both CCH Romania and
         Heineken Romania.
(6)      Moreover, post-Transaction Stockday will operate as an autonomous entity with
         independent market access to and presence in the wholesale distribution of beverages
         and will have: (i) sufficient resources to operate independently on the market; (ii)
         activities beyond one specific function for its parents; (iii) sales or purchase relations
         with its parents at arms' length basis; 4 and (iv) a lasting basis nature.
3   Publication in the Official Journal of the European Union No C 74, 3.3.2021, p. 8.
4   The Parties submit that, post-Transaction, both CCH Romania and Heineken Romania will set the transfer
    prices in line with the prices set for wholesale customers. In addition, according to the Parties, under the
    current estimations, Stockday will generate approximately […]% of its turnover from the distribution of
    its parents' products in 2021. As third party brands are added to the portfolio, this percentage is expected
    to decrease to less than [Business secrets – expected percentages by year until 2026].
                                                           2
 ---pagebreak--- (7)     On the basis of the above, the Transaction constitutes an acquisition of joint control
        over a full-function undertaking, within the meaning of Articles 3(1)(b) and 3(4) of
        the Merger Regulation.
3.      UNION DIMENSION
(8)     The undertakings concerned have a combined aggregate worldwide turnover of more
        than EUR 5 000 million 5 in 2019 (CCH: EUR 7 026 million; Heineken: EUR 23 894
        million; Stockday: [individual turnover]) and the aggregate Union-wide turnover of
        each of at least two of the undertakings concerned is more than EUR 250 million
        ([individual turnovers]). The undertakings concerned do not achieve more than two-
        thirds of their Union-wide turnover within the same Member State.
(9)     Therefore, the Transaction has a Union dimension pursuant to Article 1(2) of the
        Merger Regulation.
4.      MARKET DEFINITION
4.1.    Product market definition
(10)    In past decisions regarding the production and supply of beverages, 6 the
        Commission has distinguished between alcoholic beverages ('ABs') and non-
        alcoholic beverages ('NABs'). As to ABs, in the past the Commission has identified
        separate product markets for the production and distribution of (i) beer and (ii) cider.
        With regard to spirits, the Commission has concluded in previous decisions that
        spirits should be distinguished from other beverages and that the spirit market should
        be segmented by spirit type. As to NABs, the Commission has previously considered
        that the production and bottling of carbonated soft drinks ('CSDs') and non-
        carbonated soft drinks ('NCSDs') constitute two separate product markets. Within
        CSDs, the Commission has in the past established that there was a separate product
        market for cola-flavoured CSDs and left open whether other CSDs formed a single
        product market or should be further subdivided by flavour groups. Within NCSDs,
        the Commission has distinguished between packaged/bottled water, iced/ready-to-
        drink tea, iced/ready-to-drink coffee, coffee, juices and energy drinks, but ultimately
        left the segmentation open. In addition, the Commission has considered
        distinguishing the market for plant-based milk from the market from dairy-based
        milk, while it ultimately left this question open.
(11)    In the past, the Commission has identified 7 a separate product market for the
        wholesale distribution of beverages including ABs and NABs, which is downstream
        from production. Moreover, the Commission has considered, but ultimately left
        open, a potential distinction of the market for the wholesale distribution of beverages
5   Turnover calculated in accordance with Article 5 of the Merger Regulation.
6   See Cases M.2268 – Pernod Ricard/Diageo/Seagram Spirits, paragraph 17, M.2276 – The Coca-Cola
    Company/Nestlé/JV, paragraphs 17 to 21, M.2504 – Cadbury Schweppes/Pernod Ricard, paragraphs 7 and
    8, M.3182 – Scottish & Newcastle/Hp Bulmer, paragraphs 8 to 14, M.5114 – Pernod Ricard/V&S,
    paragraph 8, M.7292 – Demb/Mondelez/Charger Opco, paragraphs 43 to 45, M.8150 – Danone/The
    Whitewave Foods Company, paragraph 50 and M.9369 - Pai Partners/Wessanen, paragraphs 116 and 117.
7   See Case M.5560 – Carlsberg Deutschland/Nordmann/JV Nordic Getränke, paragraph 10.
                                                          3
 ---pagebreak---         depending on whether beverages are sold to retail outlets ('off trade' channel) or to
        points of sale for direct consumption, e.g. restaurants or hotels ('on trade' channel).
(12)    The market investigation conducted in the present case confirmed the Commission’s
        findings in previous cases that (the production of): (i) CSDs; (ii) iced/ready-to-drink
        tea; (iii) iced/ready-to-drink coffee; (iv) packaged/bottled water; (v) energy drinks;
        (vi) juices; (vii) coffee; (viii) spirits; (ix) plant-based beverages/milk; (x) beer; and
        (xi) cider can be distinguished, 8 since they ‘[address] different customer needs’. 9
(13)    Regarding wholesale distribution, although each distributor follows a somewhat
        different distribution model, the majority of distributors sell a range of products both
        in the beverages and non-beverages category. It follows that from a supply
        perspective, the split by beverage type that is appropriate in the upstream production
        of beverages is not appropriate downstream for wholesale distribution.
(14)    Because the Transaction does not raise serious doubts as to its compatibility with the
        internal market under any plausible product market definition, the exact product
        market definition can be left open for the purpose of this case. For the purpose of
        this Decision, the Commission will consider the markets for the production and
        supply (to wholesalers) of: (i) CSDs (including cola and non-cola flavoured CSDs);
        (ii) iced/ready-to-drink tea; (iii) iced/ready-to-drink coffee; (iv) packaged/bottled
        water; (v) energy drinks; (vi) juices; (vii) coffee; (viii) spirits; (ix) plant-based
        beverages/milk; (x) beer; and (xi) cider, where either CCH Romania or Heineken
        Romania is active; as well as the markets for the on trade and off trade wholesale
        distribution of beverages, where Stockday is active.
(15)    In line with past Commission’s decisions, 10 a segmentation of the markets for the
        production and supply of beverages between sales to retailers and wholesalers by
        producers does not seem to be justified, since producers compete for the overall
        supply of beverages in Romania.
4.2.    Geographic market definition
(16)    In past cases, the Commission has concluded that the relevant geographic markets
        for the production and supply of NABs (including CSDs and NCSDs) and ABs
        (including spirits, beer and cider) are national in scope. Moreover, the Commission
        has considered the market for the wholesale distribution of beverages to be national
        in scope. 11
8   Questionnaire to distributors, question 6; questionnaire to indirect customers, question 5; and
    questionnaire to competitors, question 4.
9   Questionnaire to indirect customers, question 5.1.
10 Case M.7220 – Chiquita Brands International/Fyffes, paragraphs 95-98.
11 See Cases M.2276 – The Coca-Cola Company/Nestlé/JV, paragraph 23, M.3182 – Scottish &
    Newcastle/Hp Bulmer, paragraphs 15 to 16, M.5114 – Pernod Ricard/V&S, paragraph 43, M.7292 –
    Demb/Mondelez/Charger Opco, paragraph 157, M.8150 – Danone/The Whitewave Foods Company
    paragraph 51 and M.9369 - Pai Partners / Wessanen, paragraphs 116 and 117.
                                                       4
 ---pagebreak--- (17)     The market investigation generally confirmed that the market for the wholesale
         distribution of beverages is national in scope. The majority of market participants
         who expressed an opinion shares this view. 12
(18)     For the purpose of the present case, the Commission will look at the wholesale
         distribution of beverages in Romania.
5.       COMPETITIVE ASSESSMENT
5.1.     Introduction
(19)     On the basis of the market definition described above, CCH Romania is active in the
         Romanian markets for the production and supply of: (i) CSDs; (ii) packaged/bottled
         water, (iii) iced/ready-to-drink tea, (iv) iced/ready-to-drink coffee, (v) coffee, (vi)
         energy drinks, (vii) juices, (viii) spirits, and (ix) plant-based beverages/milk.
         Heineken Romania is active in the Romanian markets for the production and supply
         of beer and cider. Stockday is active as on-trade and off-trade distributor of NABs
         (CSDs, packaged/bottled water, iced/ready-to-drink tea, etc.), beer and cider with
         plans to expand its portfolio [to other products] in the course of [Business secrets –
         details on timing to expand portfolio]. CCH Romania’s and Heineken Romania’s
         portfolios are complementary, therefore there are no horizontal overlaps between
         their activities. In addition, CCH Romania and Heineken Romania do not compete
         with Stockday, as they are not active on the market for the on trade or off trade
         wholesale distribution of beverages in Romania.
(20)     The Transaction gives rise to vertically affected markets between, on the upstream
         level, CCH Romania’s production and supply of (i) CSDs, (ii) iced/ready-to-drink
         tea, and (iii) iced/ready-to-drink coffee; and, on the downstream level, Stockday’s
         wholesale on-trade and off-trade distribution of beverages. 13
12  Questionnaire to distributors, question 8, questionnaire to competitors, question 6 and questionnaire to
    indirect customers, question 6.
13 Form CO, paragraph 216.
                                                         5
 ---pagebreak---  ---pagebreak---         in the internal market or in a substantial part of it, in particular through the creation
        or strengthening of a dominant position. In this respect, a merger can entail
        horizontal and/or non-horizontal effects.
(23)    As regards non-horizontal effects, the Commission Non-Horizontal Merger
        Guidelines 19 distinguish between the effects of vertical mergers, which involve
        companies operating at different levels of the supply chain, and of conglomerate
        mergers, which involve companies that are active in closely related markets.
(24)    According to paragraph 29 of the Non-Horizontal Merger Guidelines, a vertical
        merger is said to result in foreclosure where actual or potential rivals' access to
        supplies or markets is hampered or eliminated as a result of the merger, thereby
        reducing these companies' ability and/or incentive to compete.
(25)    Paragraph 30 of the Non-Horizontal Merger Guidelines distinguishes two forms of
        foreclosure. The first is where the merger is likely to raise the costs of downstream
        rivals by restricting their access to an important input (input foreclosure). The second
        is where the merger is likely to foreclose upstream rivals by restricting their access
        to a sufficient customer base (customer foreclosure).
(26)    The present Section 5.3 assesses whether the Transaction is likely to raise vertical
        effects on the affected markets identified in Section 5.1.
5.3.2. Input foreclosure
(27)    The Commission considers that, post-Transaction, the Parties are unlikely to have
        the ability or the incentive to engage in an input foreclosure strategy by restricting
        competitors’ access to an important input. Moreover, any hypothetical input
        foreclosure strategy from the Parties would be unlikely to have an impact on
        competition. This is for the following reasons.
(28)    First, even though CCH Romania’s upstream market shares are above 50% for the
        affected markets identified (i.e. CSD, iced/ready-to-drink tea and iced/ready-to-drink
        coffee), CCH Romania would not have the ability to restrict independent
        distributors’ access to an important input as CCH Romania’s products are only a
        relatively small percentage of the portfolio of its distributors. In particular, according
        to the Parties, the CCH Romania portfolio weighs on average for about […]% of the
        total sales of its independent distributors. 20 A majority of independent distributors
        and indirect customers that expressed a view indicated that less than 20% of their
        revenues corresponds to sales from CCH Romania’s and Heineken Romania’s
        products. 21 Therefore, independent distributors active in the downstream wholesale
        distribution of beverages (both on trade and off trade) have alternative sources for
        their portfolio.
(29)    In this regard, although CCH Romania’s and, to a lesser extent, Heineken Romania’s
        products are considered a “must-have”, 22 market participants have indicated that
19  Guidelines on the assessment of non-horizontal mergers under the Council Regulation on the control of
    concentrations between undertakings (‘Non-Horizontal Merger Guidelines’) (2008/C 265/07).
20 Form CO, paragraph 224.
21 Questionnaire to direct distributors, question 4.1.
22 Questionnaire to distributors, questions 10 and 11.
                                                       7
 ---pagebreak---        they could procure the categories of products supplied by CCH Romania (including
       CSD, iced/ready-to-drink tea and iced/ready-to-drink coffee) from numerous other
       competitors. 23 In addition, most distributors purchase a wide range of beverages in
       terms of brands and categories covered. 24
(30)   Second, CCH Romania would not have the ability or incentive to foreclose
       independent distributors by exclusively supplying Stockday, as Stockday is currently
       active in only 15 out of 41 Romanian counties. Therefore, it cannot fully replace
       CCH Romania’s existing independent distribution network, which includes
       independent distributors that operate across all Romanian counties. In this regard,
       several of CCH Romania’s independent distributors indicated that, although
       Stockday could expand the geographic scope of its activities, they do not consider
       Stockday’s digital platform as an appropriate distribution channel outside of
       Romania’s main cities, because in rural areas customers still prefer in person
       interaction and are more reluctant to use digital platforms. 25 This applies indistinctly
       for on trade and off trade supplies of CSD, iced/ready-to-drink tea and iced/ready-to-
       drink coffee; and is consistent with the Parties’ view that Stockday’s operations
       would be complementary to their existing indirect sales distribution via independent
       wholesale distributors
(31)   In addition, during the market investigation respondents highlighted 26 some
       limitations of Stockday’s online platform to reach all customers, including ‘(…) time
       consuming operations (ordering process) transferred from suppliers to customer,
       less interactions with trained sales/distribution professionals, more rigid supply
       chain (…)’ and that ‘it will be difficult for some customers to place orders’. In
       addition, one competitor explained that ‘the order shall be paid before delivery’. 27
       On the other hand, the use of Stockday has positive effects such as ‘(…) price
       transparency, the easy tracking of orders, payments, returns and recycled packaging
       such as bottles’.
(32)   Moreover, Stockday currently contracts logistic and delivery services from
       independent partners as it does not currently own any logistics assets (trucks or
       warehouses). 28 Therefore, Stockday would not have the capabilities to replace its
       distributors post-Transaction and, according to the information provided by the
       Parties, it is not planning to develop such capabilities. 29
23 Questionnaire to distributors, question 5, questionnaire to competitors, question 8. The following suppliers
   seem to remain available to independent distributors in Romania: (i) for CSDs: Pepsico, European
   Dreanks, Romaqua Group, Alconor and Gama & Gama; (ii) for iced/ready-to-drink tea: Pepsico, Maspex,
   San Benedetto, Phanner and Rauch; (iii) for iced/ready-to-drink coffee: Nestle, Hell, Molkerei, Allois
   Muller, Illy, Arlafoods; (iv) for bottled water: Romaqua Group, Borsec, Carpathian Springs, European
   Drinks, Maspex, San Benedetto, Perla Harghitei and Apemin tusnad; (v) for juices: Tymbark, Maspex,
   Pepsico, Pfanner, Romaqua Group, Eckes-Granini Group and European Drinks ; and (vi) for beer
   Asahi/Ursus, Bergenbier/Molson Coors, Tuborg URB and Carlsberg.
24 Form CO, paragraph 342.
25 Minutes from 11.03.2021 from a call with a distributor, questionnaire to distributors, questions 19.2 and
   20.1.
26 Questionnaire to indirect customers, question 8.2.1.
27 Questionnaire to competitors, question 19.1.
28 Form CO, paragraph 332.
29 Form CO, paragraphs 7 and 52.
                                                          8
 ---pagebreak--- (33)   Third, Stockday’s market share in the on-trade and off-trade wholesale distribution
       of beverages in Romania is very limited, [0-5]% and [0-5]% respectively (2019). 30
       Such market share is expected to increase in the coming years and to stabilize at a
       relatively low level. In fact, the expected market share for Stockday for the on-trade
       and off-trade beverages segments in Romania is expected to be only [0-5]% by
       2023. 31 Therefore, it appears unlikely that it will replace CCH Romania’s
       independent distribution network. Moreover, post-Transaction, Stockday will
       continue to be constrained by strong competitors such as Interbrands, Aquila Part
       Prod Com, Luzan Logistic, Macromex and Punctual Comimpex. 32
(34)   Fourth, a majority of the independent distributors who expressed a view consider
       that the Transaction may have negative or mixed impact on their business due to the
       loss of turnover and clients. 33 However, CCH Romania and Heineken Romania
       submit that their sales through Stockday will remain limited ([10-20]% by 2023 in
       the case of Heineken Romania 34 and [10-20]% by 2023 in the case of CCH
       Romania) 35 and that they will continue to strongly rely on independent distributors.36
       In addition, when asked about the past impact on their business of the launch of
       Stockday, a majority of independent distributors that expressed a view on this point
       said that they did not experience any negative impact. 37 In particular, in the three
       counties (Arges, Cluj and Dambovita) where CCH Romania implemented a pilot
       programme with Stockday for the sale of its products, the majority of distributors,
       indirect customers and competitors active in these counties that expressed a view did
       not experience any impact after the launch of this pilot programme. 38 It is worth
       noting that the majority of indirect customers of Heineken Romania’s products who
       expressed a view experienced no impact or a positive impact from the establishment
       of Stockday in 2017. 39 Indeed, until 2023 CCH Romania's sales through independent
       distributors are expected to remain substantially stable (and to go from EUR […]
       million in 2019 to EUR […] million in 2023) whereas CCH Romania's direct sales
       are expected to materially decrease (from EUR […] million in 2019 to EUR […]
       million in 2023). 40
(35)   Stockday will mainly take over some of CCH Romania’s direct sales to end
       customers and indirect sales distribution via independent distributors ('ISD') will
       continue to play an important role in CCH Romania’s distribution system. CCH
       Romania is expected to continue to use ISD via independent distributors in parallel
       to Stockday. CCH Romania’s sales through Stockday are expected to be relatively
       limited and to have a low growth after the launch phase. The need for CCH Romania
       and Heineken Romania to continue to rely on independent distributors seems to be in
       line with the nature of the wholesale distribution market in Romania. Namely, the
30 Form CO, paragraph 207, Table 3.
31 Form CO, paragraph 306.
32 Form CO, paragraph 192.
33 Questionnaire to distributors, questions 15 and 15.1.
34 Form CO, paragraph 265.
35 Form CO, paragraph 239.
36 Form CO, paragraphs 242 and 265.
37 Questionnaire to distributors, question 12.2.
38 Questionnaire to distributors, question 14, questionnaire to indirect customers, question 10 and
   questionnaire to competitors, question 15.
39 Questionnaire to indirect customers, question 12.
40 Form CO, paragraph 240.
                                                         9
 ---pagebreak---  ---pagebreak--- 5.3.3. Customer foreclosure
(39)   The Commission considers that, post-Transaction, the Parties are unlikely to have
       the ability or the incentive to engage in a customer foreclosure strategy. Moreover,
       any hypothetical customer foreclosure strategy from the Parties would be unlikely to
       have an impact on competition. This is for the following reasons.
(40)   First, despite CCH Romania’s market shares above 50% in the supply of CSD,
       iced/ready-to-drink tea and iced/ready-to-drink coffee, given Stockday’s limited
       market shares 46 downstream ([0-5] % for on-trade and [0-5] % for off-trade
       distribution), it is highly unlikely that the Parties would have the ability to foreclose
       competitors by restricting access to a sufficient customer base in Romania post-
       Transaction. As already mentioned, such market share is expected to increase in the
       coming years but to stabilize at a relatively low level (to only [0-5]% in Romania in
       2023). 47
(41)   Second, Stockday operates in a highly competitive market, where numerous
       independent distributors compete for sales to a fragmented customer base of small
       retailers (e.g. grocery shops, convenience shops) and Horeca outlets. The
       competitors of CCH Romania and Heineken Romania will have access to wholesale
       distributors like Aquila, Luzan, Macromex, Punctual and Interbrands which
       distribute all the major consumer goods brands like Danone, Nestle’, Mars, Procter
       & Gamble, Henkel, Barilla in both the on-trade and off-trade channel. 48
(42)   Third, according to the information provided by the Parties, Stockday plans to
       expand its distribution to third-party products [Business secrets – details on timing to
       expand portfolio] and to start distributing also beverages from other suppliers
       [Business secrets – details on timing to expand portfolio]. 49
(43)   In view of the considerations in paragraphs (39) to (42) above and all evidence
       available to it, the Commission considers that it is unlikely that customer foreclosure
       concerns will arise from the Transaction.
5.3.4. Other concerns raised during the market investigation
(44)   During the market investigation, one competitor 50 raised the risk of ‘a possible
       leveraging strategy based on the data that the platform would provide to the owners’
       post-Transaction. However, as most independent distributors offer a wide range of
       beverage products, the Commission considers that they could equally collect and
       leverage information on customers’ purchase patterns or share it with the Parties'
       competitors. Therefore, the Commission considers that it is unlikely that the
       Transaction would negatively affect competition in this regard.
5.3.5. Conclusion of the Commission’s assessment
(45)   In light of the above and all evidence available to it, the Commission considers that
       the Transaction does not give rise to serious doubts as to its compatibility with the
46  Form CO, paragraph 207, Table 3.
47  Form CO, paragraph 306.
48 Form CO, paragraph 278.
49 Form CO, paragraphs 10 and 333, Annex 7 to the Form CO.
50 Questionnaire to competitors, question 19.1.
                                                     11
 ---pagebreak---      internal market or the functioning of the EEA Agreement due to vertical non-
     coordinated effects under any plausible market definition.
6.   CONCLUSION
(46) For the above reasons, the 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
                                                  Executive Vice-President
                                              12