CELEX: 32020M9695
Language: en
Date: 2020-10-26 00:00:00
Title: Commission Decision of 26/10/2020 declaring a concentration to be compatible with the common market (Case No COMP/M.9695 - LVMH / TIFFANY) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                 Brussels, 26.10.2020
                                                                 C(2020) 7540 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
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                                                                 LVMH Moët Hennessy Louis Vuitton SE
                                                                 22 avenue Montaigne
                                                                 75008 Paris
                                                                 France
Subject:             Case M.9695 – LVMH/Tiffany
                     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 or Madam,
(1)       On 21 September 2020, the European Commission received notification of a
          concentration pursuant to Article 4 of the Merger Regulation resulting from a
          proposed transaction whereby LVMH Moët Hennessy Louis Vuitton (‘LVMH’ or
          the ‘Notifying Party’, France) intends to acquire control, within the meaning of
          Article 3(1)(b) of the Merger Regulation, of the whole of Tiffany & Co. (‘Tiffany’,
          USA) by way of purchase of shares (the ‘Transaction’). LVMH and Tiffany are
          referred to hereinafter as the ‘Parties’3.
1         OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009, the Treaty
          on the Functioning of the European Union (“TFEU”) has introduced certain changes, such as the
          replacement of “Community” by “Union” and “common market” by “internal market”. The
          terminology of the TFEU will be used throughout this decision.
2         OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).
3         Publication in the Official Journal of the European Union No C 321, 29.9.2020, p. 43.
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--- 1.  THE PARTIES
(2) LVMH is active worldwide in the manufacture and supply of luxury goods and
    operates a portfolio of 75 brands in the following areas: (i) wines and spirits;
    (ii) fashion and leather goods; (iii) perfumes and cosmetics; (iv) watches and
    jewellery (with brands such as Bulgari, Fred, Chaumet, Repossi, TAG Heuer,
    Zenith, Hublot, Louis Vuitton, Christian Dior); and (v) selective retailing. LVMH
    also engages to a lesser extent in certain other activities, including the luxury yachts,
    media, and hospitality industries. Each LVMH business group includes a range of
    brands, known as ‘Maisons’. LVMH’s ultimate parent entity is Groupe Arnault
    SEDCS (France).
(3) Tiffany is active worldwide in the design, production, and distribution of luxury
    jewellery. Tiffany also has limited activities in other luxury goods, including
    watches, fragrance products, leather goods, eyewear, as well as home products and
    accessories. No shareholder holds an interest in Tiffany that is sufficient to confer
    control.
2.  THE OPERATION
(4) The Transaction will be implemented pursuant to an Agreement and Plan of Merger
    (the ‘Merger Agreement’) entered into on 24 November 2019 according to which an
    indirect 100% subsidiary of LVMH will be merged with and into Tiffany,4 resulting
    in Tiffany as the surviving legal entity under LVMH’s sole indirect ownership, with
    Tiffany’s existing shareholders receiving a cash consideration of USD 135 per share.
    Upon completion of the Transaction, Tiffany will become a wholly-owned indirect
    subsidiary of LVMH.
(5) As a result, the proposed Transaction qualifies as a concentration pursuant to
    Article 3(1)(b) of the Merger Regulation.
3.  EU DIMENSION
(6) The combined aggregate worldwide turnover of LVMH and Tiffany exceeded
    EUR 5 000 million in 2018 (LVMH: EUR […], Tiffany: EUR […]). Each of the
    Parties had a Union wide turnover in excess of EUR 250 million in 2018
    (LVMH: EUR […], Tiffany: EUR […]), and they did not achieve more than
    two-thirds of their aggregate Union-wide turnover within the same Member State.
(7) As a result, the proposed Transaction has a Union dimension pursuant to Article 1(2)
    of the Merger Regulation.
4   Pursuant to the Merger Agreement, upon consummation of the merger, at the shareholder level, all
    Tiffany shares (other than those owned by Tiffany or LVMH, or either of their respective wholly-
    owned subsidiaries) will be converted into the right to receive an amount in cash equal to USD 135.
    At the corporate level, all shares of the indirect 100% subsidiary of LVMH merging with and into
    Tiffany will be converted into Tiffany shares (as the surviving corporation), which will then be the
    only outstanding Tiffany shares (because the original Tiffany shares were converted into cash). As a
    result, after the merger, Tiffany will become a wholly owned indirect subsidiary of LVMH.
                                                      2
 ---pagebreak--- 4.     MARKET DEFINITION
(8)    LVMH and Tiffany are both active worldwide in the manufacture and supply of
       luxury goods, including jewellery, watches, perfumes, leather goods, eyewear,
       accessories and home products, although Tiffany mainly manufactures and sells luxury
       jewellery and has limited activities in other luxury good categories.5
4.1.   Product market definition
(9)    According to the Notifying Party, luxury goods are products that can be defined by
       tangible characteristics like high quality, design, a rich creative content, high prices,
       as well as intangible characteristics, such as an aura of exclusivity and a prestigious
       image.6
4.1.1. The Commission’s precedents
(10)   In the past,7 the Commission has considered that luxury products should be
       distinguished from mass-market goods, as they do not share the same characteristics
       (luxury goods are characterized by relatively high prices, rich creative content and
       are marketed under a prestige trademark). The Commission has also previously
       assessed whether the relevant market should be considered as encompassing all
       luxury products, whether a distinction should be made between different categories
       of luxury goods such as (i) fashion and leather goods, including accessories,
       (ii) perfumes and cosmetics and (iii) watches and jewellery, or whether these
       categories should be further subdivided into narrower distinct product markets.8 The
       Commission has ultimately left the market definition open in this regard.
(11)   As to the production and sale of luxury jewellery, the following sub-segmentations
       have been considered by the Commission in the past:9 jewels, women high jewellery
       (≥ EUR 50 000), women jewellery (EUR >5 000 - <50 000), bridal jewellery,
       women access jewellery (EUR >600 - <5 000) and men jewellery.
(12)   As to the production and sale of luxury watches, the following sub-segmentations
       have been considered by the Commission in the past:10 watches, men watches
       (EUR <10 000), men watches (EUR ≥10 000), women watches (EUR <10 000),
       women watches (EUR ≥10 000) and unisex watches.
(13)   In De Beers/LVMH,11 respondents to the market investigation stated that the precise
       market definition could be a market for fine jewellery, which would include jewels
       with precious gem set (diamond, ruby, emerald, sapphire in platinum or gold setting)
5      Tiffany’s revenues (EUR thousands) per product category for 2019 are: all luxury products (EUR […]
       worldwide, EUR […] in the EEA), watches and jewellery (EUR […] worldwide, EUR […] in the
       EEA), jewellery (EUR […] worldwide, EUR […] in the EEA) and watches (EUR […] worldwide,
       EUR […] in the EEA), perfumes and cosmetics (EUR […] worldwide, EUR […] in the EEA),
       fashion and leather products (EUR […] worldwide, EUR […] in the EEA) and home products
       (EUR […] worldwide, EUR […] in the EEA) (Source: Annex RFI1.4 to the Form CO – Parties
       Shares).
6      Form CO, paragraph 6.46.
7      Case M.6212 – LVMH/Bulgari, Commission decision of 29 June 2011, para. 15.
8      Case M.6212 – LVMH/Bulgari, Commission decision of 29 June 2011, para. 17.
9      Case M.6212 – LVMH/Bulgari, Commission decision of 29 June 2011, footnote 12.
10     Case M.6212 – LVMH/Bulgari, Commission decision of 29 June 2011, footnote 12.
11     Case M.2333 – De Beers/LVMH, Commission decision of 25 July 2001, para. 28.
                                                      3
 ---pagebreak---        different from semi-precious jewels (such as amethyst, aquamarine, tourmaline in
       gold or silver setting) and costume jewellery (imitation stones in base metals, gold-
       plated settings).12 Furthermore, the Commission assessed whether diamond jewellery
       manufactured using polished diamonds of higher quality represents a separate
       relevant market and whether there exists a separate relevant market for branded
       diamond jewellery within a wider market for diamond jewellery (but did not gather
       sufficient evidence to be able to reach a conclusion in that regard).13 The
       Commission also considered whether there exists a separate relevant market for
       branded diamond jewellery but finally concluded that the relevant product market in
       that case was the retail of diamond jewellery since the competition assessment would
       remain the same irrespective of the definition chosen (branded/unbranded).
(14)   Regarding the distribution of luxury products, the Commission has considered in
       past cases that the distribution of luxury products through selective travel retail
       outlets (retail outlets at airports, on-board aircraft, on-board ships) constitutes a
       separate product market distinct from other selective distribution networks.14
4.1.2. The Notifying Party’s view
(15)   According to LVMH, luxury goods should generally be distinguished from mass-
       market products. The Notifying Party further submits that all luxury goods belong to
       the same product market as they present homogeneous characteristics and fulfil the
       same function, i.e., to establish a relationship to the luxury universe.15 In addition,
       LVMH submits that luxury goods are characterised by the same commercial
       strategies as:
       (a)      all luxury goods are only marketed through directly owned stores or selective
                distribution channels presenting high-standard qualitative criteria, which
                preserve the exclusive image of the products;
       (b)      luxury good are very qualitative in terms of the materials used, the creative
                design and craftsmanship; and
       (c)      all luxury goods are sold under distinguishing exclusive and prestige image
                and monetary value.
(16)   As a result, LVMH argues that, from a demand-side perspective, consumers always
       adhere to the luxury universe of the corresponding luxury goods player and perceive
       the same distinguishing values regardless of the specific type of good that they
       purchase, and regardless of their practical function. LVMH submits that consumers
       of luxury goods are driven by “emotional” and suggestive desires, rather than by
       practical needs.16
(17)   LVMH further argues that, from a supply-side perspective, the different categories of
       luxury goods are complementary. According to LVMH, once a luxury player has
12     The difference being in the distribution and sales channels since fine jewellery or diamond jewellery
       is mostly exclusively sold through high-end independent sellers or exclusive jewellery chain stores.
13     Case M.2333 – De Beers/LVMH, Commission decision of 25 July 2001, paras. 30-31.
14     Cases M.5068 L'Oréal/YSL Beauté, Commission's decision of 21 May 2008, para. 15 and M.6212 –
       LVMH/Bulgari, Commission decision of 29 June 2011, para. 20.
15     Form CO, paragraph 6.46.
16     Form CO, paragraphs 6.46 – 6.48.
                                                         4
 ---pagebreak---         been established, extending the range of products is usually not very costly and most
        luxury goods players have indeed developed a wide range of heterogeneous
        products, including in particular watches and jewellery. Moreover, LVMH argues
        that there is consistency in luxury players’ marketing and distribution strategies
        across all luxury products offered, which ensures that all their luxury goods are
        always sold pursuant to the same qualitative standards.17
(18)    Accordingly, the Notifying Party submits that a single product market encompassing
        all luxury goods should be retained for the purposes of assessing the Transaction. In
        any case, LVMH considers that the relevant product market can be left open, as the
        Transaction would not raise any competitive concerns even if the market for luxury
        goods were to be sub-segmented.18
4.1.3. The Commission’s assessment
4.1.3.1. Luxury goods
(19)    The market investigation conducted in the present case confirmed the Commission’s
        findings in previous cases that luxury products should be distinguished from mass-
        market goods, as they do not share the same characteristics.
(20)    An overwhelming majority of the Parties’ customers19 and competitors who
        expressed an opinion in the market investigation on this point submitted that luxury
        goods are distinct from mass-market goods.20 As one competitor stated: ‘[l]uxury
        goods differ from mass market ones in terms of creation and design, nature and
        value of the materials used, high quality of the manufacturing, price level, brand’s
        image and prestige, customers’ expectations as well as level of service rendered to
        them. Luxury goods have thus a low level of substitutability with mass markets
        goods’.21 Another competitor indicated that ‘[l]uxury goods, including luxury
        jewellery and watches, differ from mass market goods with regards to (i) price,
        (ii) quality and (iii) image. Luxury products are sold at relatively high prices, and
        this higher pricing as compared to mass market goods is the result of their high
        quality and cost - including the quality of materials used, manufacturing processes,
        and the uniqueness of designs and contents -, and the prestige and exclusivity aura
        of the trademarks under which these products are marketed’.22
(21)    Customers responding to the market investigation share the same view: ‘[l]uxury
        goods market is represented with higher value and quality goods. Luxury goods
        brand positioning, visualisation and sales environment is clearly defined and highly
        organized. Personal service and personality of goods is very important’; ‘[l]uxury
        goods are defined by their price, distribution channels, in-house, hand-
17      Form CO, paragraph 6.54.
18      Form CO, paragraph 6.59.
19      For the purposes of describing the results of the market investigation that led to this decision,
        references to the Parties’ customers are to independent retailers of luxury products.
20      Questionnaire to competitors, question 4; questionnaire to customers, question 6.
21      Questionnaire to competitors, question 4.2.
22      Questionnaire to competitors, question 4.2.
                                                           5
 ---pagebreak---      manufacturing, the use of precious materials, their design and overall
     technicity/high-quality’.23
(22) In addition, the majority of the Parties’ competitors and an overwhelming majority
     of customers consider that, from a demand-side perspective, it is appropriate to
     distinguish separate product markets for:24 (i) luxury fashion and leather goods;
     (ii) luxury fashion accessories and eyewear; (iii) luxury watches and jewellery;
     (iv) luxury perfumes and cosmetics; and (v) luxury home products, due to their
     limited substitutability in terms of e.g. product characteristics, function, purpose
     and/or prices.
(23) At least as far as jewellery and watches are concerned, the outcome of the market
     investigation therefore does not support a finding of interchangeability across luxury
     products (bags, jewellery), as advocated by the Notifying Party, or even between
     tangible luxury products and luxury experiences (fine dining, wine tasting, cruises
     and other luxury travels) or art pieces.25 Rather, although there might be a diversity
     of individual preferences in that respect,26 consumers tend to view luxury jewellery
     and watches as a distinctive product category on its own. Moreover, as one
     competitor indicated: ‘[t]he purchase experience is (…) different across segments;
     traditionally, customers purchase ready-to-wear or leather goods for their own use,
     whereas purchases of jewellery and watches are also designed as gifts’.27
(24) From the supply-side perspective, the replies to the market investigation are mixed
     as to whether suppliers of luxury goods are generally capable of offering a wide
     range of heterogeneous products and/or are easily able to expand their existing
     product lines to other areas of the luxury industry.28 One competitor explained that
     ‘[i]t is difficult for suppliers of luxury goods to expand to other areas of the luxury
     industry especially luxury jewellery and watches’.29 Another competitor explained
     that brands that originally sell leather or ready-to-wear fashion can relatively easily
     expand their offering and cover most market segments within luxury, whereas
     brands with a different origin (shoes, jewellery) will typically experience more
     difficulty moving into other luxury categories (such as leather or ready-to-wear
     fashion).30 The same competitor indicated that ‘[j]ewellery and watchmaking are
     very specific activities and most luxury brands originally active in leather of ready-
     to-wear that have tried to enter these markets have not had great success (…), as of
     now, consumers tend to favor pure player brands for hard luxury products,
     especially for watches’.31 However, a third competitor explained that ‘[t]here are
     numerous examples of luxury goods suppliers which have been able to expand their
     offering to a wide range of heterogeneous products such as Chanel (from fashion, to
23   Questionnaire to customers, question 6.2.
24   Questionnaire to competitors, question 7; questionnaire to customers, question 11.
25   Minutes of a call with a competitor, 17 July 2020.
26   Questionnaire to competitors, question 7.1: ‘[w]hilst some purchasers’ primary objective is simply to
     purchase a luxury item (which may be a designer handbag, a fashion item, a fashion accessory, a
     watch or a piece of jewellery), others specifically wish to purchase a piece of a certain product
     category (e.g. a piece of jewellery or a designer handbag)’.
27   Minutes of a call with a competitor, 2 July 2020.
28   Questionnaire to competitors, question 20.
29   Questionnaire to competitors, question 20.1.
30   Minutes of a call with a competitor, 2 July 2020.
31   Questionnaire to competitors, question 20.1.
                                                        6
 ---pagebreak---         perfumes, to bags to jewellery), Gucci, Louis Vuitton, Christian Dior, etc.’ and
        ‘[t]hey are typically able to do this thanks to having a strong brand equity (i.e. trust
        and desire in the eyes of the consumer) which is credibly applied to a range of
        products’.32
(25)    On balance, taking also into account the considerations summarized in the next
        section 4.4.2., the outcome of the market investigation points towards the existence
        of distinct markets for luxury jewellery and/or watches. However, since the
        Transaction does not raise competition concerns irrespective of the exact product
        market definition, it can be left open whether (i) luxury fashion and leather goods;
        (ii) luxury fashion accessories and eyewear; (iii) luxury watches and jewellery;
        (iv) luxury perfumes and cosmetics; and (v) luxury home products, should be
        considered as separate product markets within the luxury goods category. In any
        event, as Tiffany has limited activities in luxury fashion and leather goods, luxury
        fashion accessories and eyewear, luxury perfumes and cosmetics and luxury home
        products, these products are not further discussed in this Section.33
4.1.3.2. Luxury watches and jewellery
(26)    Within luxury watches and jewellery, a predominant number of competitors and the
        majority of customers who expressed an opinion distinguish separate product
        markets for luxury jewellery, on the one hand, and luxury watches, on the other
        hand, due to their limited substitutability (in terms of e.g. product characteristics,
        function, purpose and/or prices).34
(27)    From a demand-side perspective, luxury jewellery and watches have different
        functionalities, although they both can be high quality articles with a relatively high
        price and confer an aura of exclusivity and a prestigious image. From a supply-side
        perspective, the manufacturing skills and expertise required to produce luxury
        jewellery and watches seem to also differ significantly.
(28)    In this regard, a competitor explained that ‘[w]hile luxury watches and luxury
        jewellery are probably more closely related between themselves than with other
        ‘soft’ luxury products, they differ in several ways: [f]irst, the manufacturing skills
        and expertise required to produce them differ significantly (…)’ and ‘in
        watchmaking, a significant added value is linked to the movement, which is both a
        combination of high-tech industrial production processes to produce the different
        components of the movement and of craftsmanship when it comes to the assembly of
        the movement’.35 The same competitor further explained that ‘watches have a
        functional and practical purpose that is absent in jewellery which are purely
        decorative and symbolical’; ‘[jewellery] is still a predominantly women product,
        while watches are still more targeted towards men’; ‘the watch market tends to be
        more brand driven in general than the jewellery one’. In conclusion, this competitor
32      Questionnaire to competitors, question 20.1.
33      Tiffany’s market shares in the EEA, based on the sales figures referred to in footnote 5, for the
        respective product categories are: (i) [0-5]% for luxury fashion and leather goods (including
        accessories and eyewear); (ii) [0-5]% for luxury perfumes and cosmetics; and (iii) [0-5]% for luxury
        home products. In 2019, these activities collectively accounted for c. […]% of Tiffany’s worldwide
        revenues, and less than […]% of its EEA revenues (Source: Annex RFI1.4 to the Form CO – Parties
        Shares).
34      Questionnaire to competitors, question 8; questionnaire to customers, question 12.
35      Questionnaire to competitors, question 8.1.
                                                          7
 ---pagebreak---         explained that ‘[t]hese elements tend to indicate that the two types of product most
        probably cannot be considered as substitutes both from an offer and demand
        perspective.’
(29)    Customers have voiced similar considerations in response to the market
        investigation. As one customer explained,36 ‘[t]he intrinsic value may be driven by
        different elements in watches compared to jewellery. For example, the materials
        used in jewellery (the underlying precious metals and gemstones), complexity of
        design and rarity of product all influence both the value and demand for particular
        products. For watches, the complexity and craftsmanship involved in their
        manufacture, heavily influence the desirability – in many cases a non-precious metal
        (stainless steel) will be used. In some designs precious metals and gemstones will
        also be used, which adds further value’.
(30)    In general, the Parties’ customers that responded to the market investigation suggest
        that the supply of luxury jewellery and watches is adjacent but separate for multiple
        reasons: the products are definitely different; the targeted clients are also different
        (even if the target group remains, for both, wealthy individuals, luxury watches are
        more focused on men and jewellery is more focused on women); buying occasions
        (i.e. the moments in life at which and reasons for which either product is bought)
        often are different; and finally, few brands have a well balanced portfolio between
        luxury watches and jewellery: most are primarily specialized on one of these two
        categories.37
(31)    The results of the market investigation therefore points towards the existence of
        distinct markets for luxury watches, on the one hand, and luxury jewellery, on the
        other hand. However, since the Transaction does not raise competition concerns
        irrespective of any distinction between luxury watches and jewellery, the exact
        market definition can be left open in the present case.
4.1.3.3. Luxury jewellery
(32)    Customers generally consider that the main elements defining luxury jewellery are
        the use of precious metals and gemstones, high prices, design, quality, as well as
        ‘[e]xclusivity of materials (gold alloy, 4C of diamonds, usage of gemstones) and
        craftsmanship’ and ‘[m]aterial, uniqueness, exclusivity, availability’.38
(33)    A majority of customers that responded to the market investigation consider that the
        relevant price point above which jewellery can be considered as ‘luxury’ is
        EUR 1 000.39
(34)    However, the responses of the Parties’ competitors are mixed in this regard.40 One
        competitor explained that ‘[w]hile luxury jewellery is priced higher than mass
        market jewellery, it is difficult to identify a specific price point below which a
        jewellery piece cannot be considered as luxury’.41 According to such competitor
36      Questionnaire to customers, question 12.1.
37      Questionnaire to customers, question 12.1.
38      Questionnaire to customers, question 9.
39      Questionnaire to customers, question 10.
40      Questionnaire to competitors, question 6.
41      Questionnaire to competitors, question 6.1.
                                                    8
 ---pagebreak---      ‘[s]ome luxury pieces are sold at relatively low prices (e.g. below €500)’ and ‘[t]he
     main differentiator between luxury and mass market is the luxury positioning of the
     brand/supplier on the market, and this positioning has an impact on the price of the
     pieces, especially for branded jewellery’. However, the same competitor also
     explained that ‘there is clearly a distinct market for [jewellery] pieces above
     €50 000’.42 Another competitor explained that ‘[t]here is no clearly identifiable
     price point above which jewellery can be considered as “luxury” as ‘[w]hat is
     “luxury” is ultimately a matter of intangible consumer preferences and their
     perception of the aspirational nature of any brand and its positioning, including
     price’.43
(35) According to the Notifying Party, LVMH’s brands selling luxury jewellery set out
     different entry price levels, all of which are nonetheless above EUR 600.44 Unlike
     LVMH’s brands, Tiffany seem to have significant luxury jewellery sales below
     EUR 600 (c. […]% worldwide and c. […]% in the EEA in 2019). Internal reports of
     Tiffany show that Tiffany uses price thresholds around or below […] in categorizing
     its competitors’ luxury goods offerings.45
(36) The market investigation also revealed that there seems to be at least one category of
     jewellery between mass-market and luxury jewellery, known as ‘demi-fine’,
     ‘premium fashion’ or ‘costume’ jewellery, with pieces made of gold vermeil, gold
     plated silver, pearls and semi-precious gemstones. However, the results of the
     market investigation are not conclusive as to the price points for such intermediate
     category of products.46
(37) The results of the market investigation also suggest that it is appropriate to further
     segment the supply of luxury jewellery to better define the specific competitive
     dynamics of different products included therein. However, the replies obtained from
     customers and competitors are not conclusive as to the most appropriate
     segmentation.47 While some market participants suggest a market segmentation
     between branded/unbranded jewellery, others make a distinction according to price
     points (e.g. fine and high jewellery), bridal/non bridal, silver/gold/other and by end
     use (e.g. earrings, bracelets, necklaces, rings, etc.).48
(38) As to the distinction between branded and unbranded jewellery, specifically, a
     majority of competitors and an overwhelming majority of customers consider that it
     is appropriate to distinguish separate product markets for branded luxury jewellery,
     on the one hand, and unbranded luxury jewellery, on the other hand.49
(39) The market investigation has revealed that, from a supply-side perspective, the
     materials used and the quality of manufacturing may be equivalent in branded and
     unbranded jewellery. However, branded and unbranded luxury jewellery have
42   Minutes of a call with a competitor, 2 July 2020.
43   Questionnaire to competitors, question 6.1.
44   Form CO, paragraph 6.73.
45   Form CO, paragraph 6.75 and Annex RFI1.30 to the Form CO, ‘Tiffany, RTT Competitive Analysis,
     August 5, 2019’.
46   Questionnaire to competitors, question 6.2.
47   Questionnaire to competitors, question 13, questionnaire to customers, question 16.
48   Questionnaire to competitors, question 13.1, questionnaire to customers, question 16.1.
49   Questionnaire to competitors, question 14, questionnaire to customers, question 17.
                                                       9
 ---pagebreak---      different cost structures as manufacturers of unbranded luxury jewellery have lower
     expenses and fixed costs than brands, including those related to marketing support or
     operation of stores networks. In addition, the market dynamics seem to be different
     for branded and unbranded luxury jewellery: as one competitor explained,50 ‘[w]hile
     non-branded luxury jewellery exerts some competitive pressure on similar branded
     jewellery, the consumption pattern is essentially not the same for somebody buying
     branded and unbranded jewellery’; ‘the reality is that someone buying branded
     jewellery is buying the brand (…)’. The same competitor explained that ‘[b]randed
     products are mainly driven by brand image through communication, marketing,
     retail locations and identifiable designs, whereas the demand of non-branded
     products is essentially driven by product characteristics and price’ and ‘[t]here is
     also a difference in pricing power: for branded products, higher prices can be
     charged because consumers will still want to buy the brand’. Lastly, the same
     competitor added that ‘branded jewellery is operated by companies active on a
     regional or worldwide basis whereas unbranded jewellery is usually operated by
     individual stores with a local presence’. For completeness, another competitor also
     explained that ‘although brand is very important overall in luxury jewellery, what is
     a brand and what is not is becoming increasingly blurred and for some jewellery
     types, e.g. in bridal/diamond rings, brand has little influence’.51
(40) As to whether a separate product market for luxury diamond jewellery should be
     identified, the majority of responding competitors and a significant number of
     customers considered that such distinction is not appropriate.52
(41) As to whether a separate product market for bridal jewellery should be identified, a
     predominant number of competitors and the majority of customers considered that
     such distinction is not appropriate.53 The results of the market investigation suggest
     that, although from a demand-side perspective bridal and non-bridal jewellery can be
     considered as distinct products, most suppliers of luxury jewellery offer both types
     of jewellery. One competitor explained that ‘[f]rom a purchase occasion point of
     view, bridal and non-bridal jewellery are generally considered as distinct
     segments’.54 However, according to the same competitor, ‘luxury jewellery houses
     typically offer selections of both bridal and non-bridal jewellery’ and ‘[c]onsumers
     are increasingly choosing a wider range of jewellery types to mark a bridal occasion
     (e.g. same sex couples may choose a different look to the traditional heterosexual
     bridal jewellery ring) and purchasing both bridal and non-bridal pieces to
     complement the wedding wardrobe’.
(42) Finally, the results of the market investigation in the present case reveal that a
     predominant number of competitors and the majority of customers consider that, for
     the purpose of assessing the relevant competitive dynamics, a segmentation of
     luxury jewellery according to price thresholds or brackets is relevant.55 However, the
50   Questionnaire to competitors, question 14.1.
51   Minutes of a call with a competitor, 17 July 2020.
52   Questionnaire to competitors, question 15; questionnaire to customers, question 18.
53   Questionnaire to competitors, question 16; questionnaire to customers, question 19.
54   Questionnaire to competitors, question 16.1.
55   Questionnaire to competitors, question 17; questionnaire to customers, question 20.
                                                      10
 ---pagebreak---         views of the different market participants differ on the most appropriate price
        points.56
(43)    In particular, one competitor explained that ‘segmentations based on price points
        can be relevant for luxury jewellery, at least for the traditional distinction between
        ‘high jewellery’ (usually priced above €50 000) and other pieces’.57 However,
        ‘[f]urther segmentations based on prices/entry points are not necessarily relevant’.
        Another competitor explained that ‘[t]he same consumers will generally shop across
        the different value thresholds as other factors also drive affordability and choice: the
        design, the emotional appeal of the piece, the type of gem, the size of the gem, etc.’.58
(44)    According to LVMH, the price points used internally by LVMH’s luxury jewellery
        brands to track their collections, as well as their competitors’ luxury jewellery
        offerings differ between brands. In internal reports benchmarking competitors’
        products, Tiffany used the following price range classification: under […], between
        […] and […], between […] and […], between […] and […], between […] and […]
        and above […]. However, Tiffany does not systematically use such specific price
        ranges and instead uses a variety of price thresholds when categorizing competitors’
        luxury goods offerings according to their collections.
Figure 1 – Tiffany’s internal reporting on LVMH’s Louis Vuitton brand fine jewellery
by product type and price point
                                                      […]
Source: Annex RFI1.30 to the Form CO, ‘Tiffany, RTT Competitive Analysis, August 5, 2019’, page 20.
(45)    The market investigation also revealed that most luxury jewellery brands cover all
        price ranges from entry to high end, even though they may focus on some price
        ranges depending on their overall brand positioning.59 However, a predominant
        number of competitors indicated that it is moderately difficult for a supplier of
        luxury jewellery to expand its portfolio across different price points (in terms of,
        e.g. investment, know-how, time).60 The reasons provided for this are several. While
        a competitor explained that ‘the main barrier is the provisioning of more expensive
        materials’,61 another competitor explained that ‘time and money need to have been
        invested in the brand (its positioning, target consumers, ability to address consumer
        needs, and demonstrating an ability to meet those needs) before any portfolio
        expansion’.62
56      While the questionnaires proposed, as an example, thresholds above/below EUR 5 000, EUR 10 000,
        EUR 50 000, and EUR 100 000, one competitor suggested thresholds above/below EUR 500 000; a
        second competitor suggested thresholds between EUR 1 000 - 3 000, EUR 3 000 - 10 000 and
        EUR 10 000 - 50 000 and over EUR 50 000; and a third competitor suggested a distinction between
        high jewellery priced above EUR 50 000 and other pieces. One customer indicated a threshold of
        EUR >5 000 for luxury jewellery and EUR >10 000 for high luxury jewellery. Other market
        participants did not specify any particular thresholds.
57      Questionnaire to competitors, question 17.1.
58      Questionnaire to competitors, question 17.1.
59      Questionnaire to competitors, question 18; questionnaire to customers, question 21.
60      Questionnaire to competitors, question 19.
61      Questionnaire to competitors, question 19.1.
62      Questionnaire to competitors, question 19.1.
                                                           11
 ---pagebreak--- (46)    Ultimately, the definition of the relevant product market for the assessment of the
        competitive impact of the Transaction in the luxury jewellery segment can be left
        open since serious doubts of its compatibility with the internal market do not arise
        irrespective of the exact product market definition.
4.1.3.4. Luxury watches
(47)    Customers consider that design, quality, price, scarcity, uniqueness and brand image
        are among the features that define luxury watches: ‘[u]niqueness, [l]imited
        availability due to limited distribution, [h]igh quality and exclusive craftsmanship,
        [h]igh price points, [s]trong heritage and history, [s]trong branding, [s]mall
        [a]ssortments, [n]o [s]easonality, [l]imited number of novelties per year’; ‘[h]ighly
        skilled craftsmanship (including watchmaking and jewellery design/production),
        quality of materials (precious metals, gemstones); ‘[l]ongevity of individual pieces
        and limited nature of production’; ‘[g]oods tend to hold their value or appreciate
        over time’; ‘[g]oods will come with a warranty / guarantee and aftercare service’;
        ‘[a]rtisans undergo extensive training and due diligence to become experts in their
        respective fields’.63
(48)    When considering further segmentations within luxury watches, customers’ opinions
        were divided but a predominant number of competitors consider that a further
        segmentation is appropriate,64 mostly considering price: ‘[s]hould separate
        categories be identified among luxury watches, we consider that it should be
        essentially made according to price levels’.65
(49)    In addition, when considering a further segmentation of luxury watches according to
        price thresholds or brackets, the views of a majority of responding customers and
        competitors in the market converged with the suggested thresholds
        (i.e., above/below EUR 5 000, 10 000, 50 000, 100 000).66 As a competitor stated:
        ‘[t]he segmentation defines the customer groups, their expectations in customer
        service (incl. after sales service) and the complexity of the watch. Hence, we
        consider such a segmentation relevant for the purpose of assessing competitive
        dynamics. EUR 1'000 to 5'000: Accessible luxury watches (brands like Hermès,
        Longines, Montblanc, Tag Heuer, Tudor etc.); EUR 5'000 to 10'000: Luxury watches
        (brands like Breitling, Cartier, Chopard, Omega, Rolex etc.); and Above
        EUR 10'000: Prestige luxury watches (brands like Audemars Piguet, Breguet,
        Hublot, Patek Philippe, Vacheron Constantin etc.)’.67
(50)    In turn, the results of the market investigation are inconclusive as to whether
        suppliers typically offer a portfolio of luxury watches covering all or a broad range
        of price points. On the competitors side, the same number of respondents consider
        that suppliers tend to focus on specific price points and that suppliers tend to cover a
63      Questionnaire to customers, question 6.2.
64      Questionnaire to competitors, question 9; questionnaire to customers, question 13.
65      Questionnaire to competitors, question 9.1.
66      Questionnaire to competitors, question 10; questionnaire to customers, question 14.
67      Questionnaire to competitors, question 10.1.
                                                         12
 ---pagebreak---         broad price range.68 Conversely, an overwhelming majority of customers sell a
        portfolio of luxury watches covering all or a broad range of price points.69
(51)    In this regard, from a supply-side perspective, the majority of the Parties’
        competitors consider that it is moderately to very difficult (in terms of, e.g.
        investment, know-how, and time) to expand their portfolio of luxury watches across
        different price points.70 The results of the market investigation suggest that, as one
        competitor stated, ‘[t]he difficulty lies more with the brand perception than with the
        technical aspects. What makes the watches more expensive is the quality of the
        material used, like gold and diamonds. The brand has to be sufficiently legitimate to
        convince consumers to make such a significant investment into a watch’.71 In
        addition, as another competitor indicated, ‘[t]he more the range price is high the
        more the models require technicality and therefore expertise which are difficult to
        find today as some professions and know-how are belonging to few groups of
        competitors or are currently disappearing’.72
(52)    Ultimately, the definition of the relevant product market for the assessment of the
        competitive impact of the Transaction in the luxury watches segment can be left
        open since serious doubts of its compatibility with the internal market do not arise
        irrespective of the exact product market definition.
4.1.3.5. Luxury goods per sales channel
(53)    As part of the market investigation, a majority of competitors and customers
        indicated that, for the supply of luxury goods, it is appropriate to distinguish between
        different sales channels, namely: (i) brick and mortar retail; (ii) online retail;
        (iii) travel retail; and (iv) wholesale/intermediaries, and particularly so for luxury
        watches and jewellery because the competitive dynamics, service, reach and
        customer interaction are different.73
(54)    As one competitor explained, ‘[i]t is relevant to distinguish between (i) the
        wholesale sales and (ii) the retail sales of luxury products, including for jewellery
        and watches’ and ‘[w]ithin the retail sales channel, it may also be relevant to
        distinguish selective distribution networks (including brand directly operated stores
        and third-party authorized retailers) from travel retail (including retal outlets at
        airports, on-board aircraft, on-board ships) as the latter channel specifically targets
        international travelers and usually offers a more limited range of products at more
        accessible price points’.74
(55)    For completeness, certain respondents have voiced somewhat different views and
        emphasised, e.g., the ‘increasingly omnichannel’ journey of luxury goods
        consumers,75 the prevalence of a distinction between ‘own distribution network’ (or
        ‘direct to consumer’ channel, including online) and ‘third parties’ distribution’
68      Questionnaire to competitors, question 11.
69      Questionnaire to customers, question 15.
70      Questionnaire to competitors, question 12.
71      Questionnaire to competitors, question 12.1.
72      Questionnaire to competitors, question 12.1.
73      Questionnaire to competitors, question 21, questionnaire to customers, question 23.
74      Questionnaire to competitors, question 21.1.
75      Questionnaire to competitors, question 21.1.
                                                         13
 ---pagebreak---        (including department stores),76 or the importance for brands of ensuring a
       consistency in image and experience regardless of the sales channel.77
(56)   Within the wholesale supply of luxury goods, specifically, the market investigation
       also revealed that a majority of competitors and customers consider it appropriate to
       distinguish different product markets for different customer groups in view of the
       different supply-demand dynamics applicable.78 Thus, whereas a smaller brand with
       reduced assortment may not differentiate its product offering per channel, an
       established brand may have a wider range of products and differentiate the product
       offering for own stores/small local stores, department stores and travel retailers.79 In
       addition, department stores usually offer a wider product range than travel retailers,
       which usually carry fewer products and at more accessible price points.80
(57)   Ultimately, the definition of the relevant product market for the assessment of the
       competitive impact of the Transaction in the different sales channels can be left open
       since serious doubts of its compatibility with the internal market do not arise
       irrespective of the exact product market definition.
4.1.4. Conclusion on product market definition
(58)   The Commission concludes that, as the Transaction does not raise serious doubts as
       to its compatibility with the internal market irrespective of the exact product market
       definition, the question of whether luxury watches and jewellery constitute separate
       product markets within luxury goods can be left open. For the same reason, it can be
       left open whether further segmentations of each of luxury watches (by price points,
       branded/unbranded) and jewellery (by price points, branded/unbranded, bridal/non-
       bridal, silver/gold/other and by end use (e.g. earrings, bracelets, necklaces, rings,
       etc.)) are appropriate. Similarly, the question of whether the supply of luxury goods,
       including luxury watches and jewellery, through different sales channels (brick and
       mortar retail, online retail, travel retail and wholesale/intermediaries) constitute
       separate product markets can also be left open.
4.2.   Geographic market definition
4.2.1. The Commission’s precedents
(59)   In previous cases, the Commission left open whether the geographic markets for the
       supply of luxury products are national, EEA-wide or wider in scope.81
(60)   In De Beers/LVMH, the Commission concluded that the retail market for diamond
       jewellery is at most EEA-wide, if not national or local in scope, while the supply of
       branded diamond jewellery could be global in scope.82
76     Questionnaire to competitors, question 21.1.
77     Questionnaire to customers, question 23.1.
78     Questionnaire to competitors, question 22, questionnaire to customers, question 24.
79     Questionnaire to competitors, question 22.1.
80     Questionnaire to competitors, question 22.1.
81     See for instance cases M.1780 – LVMH/Prada/Fendi, Commission decision of 25 May 2000,
       paras. 13-14 and M.6212 – LVMH/Bulgari, Commission decision of 29 June 2011, para. 27.
82     Case M.2333 – De Beers/LVMH, Commission decision of 25 July 2001, para. 39.
                                                        14
 ---pagebreak--- (61)    In L'Oréal/YSL Beauté, the Commission considered that the geographic scope of the
        travel retail distribution of luxury products was at least EEA-wide.83
4.2.2. The Notifying Party’s view
(62)    LVMH considers a worldwide geographic market for luxury goods (including for
        any plausible narrower product markets) as the most appropriate frame of reference
        for any competitive assessment. According to LVMH, from a demand-side
        perspective, the market for luxury goods is influenced by macro-economic factors
        such as the performance of worldwide financial markets, while foreign purchasers
        (in particular tourists) represent a considerable part of the demand for luxury goods
        and consumers tend not to have strong preferences for national/domestic brands.
        LVMH further argues that, from a supply-side perspective, the nature and
        characteristics of luxury goods do not vary according to geographic area and
        suppliers do not materially differentiate their offerings according to any perceived
        differences in customers’ preferences or taste in different geographies. In addition,
        LVMH argues that advertising strategies and marketing campaigns are organised on
        a worldwide basis and many leading luxury goods players export on a worldwide or
        larger than national basis.84
(63)    LVMH therefore concludes that the Transaction should be reviewed on the basis of a
        worldwide market for luxury goods, but submits that the relevant geographic market
        definition can be left open as the Transaction will not give rise to any competitive
        concerns, irrespective of the market definition.85
4.2.3. The Commission’s assessment
4.2.3.1. Luxury goods
(64)    The market investigation revealed that, for a majority of competitors and customers,
        competitive conditions (suppliers, brands, prices, etc.) in the luxury industry are
        generally (and increasingly) the same on a worldwide level.86 Moreover, large
        brands tend to develop a coherent approach globally to achieve homogenized
        perception. Alongside these global brands, there are local brands that may be
        relevant in a region but not at the global level.
4.2.3.2. Luxury jewellery
(65)    In response to the market investigation, an overwhelming majority of competitors
        indicated that their luxury jewellery activities extended worldwide.87 In this regard,
        one competitor explained that ‘the markets for unbranded jewellery are local and the
        branded side of the market is global’, although ‘the market for branded jewellery
        could [also] be considered EEA-wide as there are some particularities in the
        preferences of Europeans’.88
83      Case M.5068 L'Oréal/YSL Beauté, Commission's decision of 21 May 2008, para. 36.
84      Form CO, paragraph 6.190.
85      Form CO, paragraph 6.206.
86      Questionnaire to competitors, question 23; questionnaire to customers, question 25.
87      Questionnaire to competitors, question 27.
88      Minutes of a call with a competitor, 2 July 2020.
                                                          15
 ---pagebreak--- (66)    In turn, when asked about whether end-consumers of luxury jewellery have different
        preferences in different regions of the world, a predominant number of competitors
        and a majority of customers replied positively.89 Conversely, a majority of
        competitors and customers indicated that consumer preferences of luxury jewellery
        are not different across countries within the EEA.90
4.2.3.3. Luxury watches
(67)    Regarding luxury watches, a majority of respondents to the market investigation,
        customers and competitors alike, consider that the main geographic scope of their
        activities is worldwide.91 However, a predominant number of competitors and a
        majority of customers consider that end-consumers have different preferences in
        different world regions.92 For example, a travel retailer explained that, depending on
        their origins, customers may prefer leather, precious skins or metal, gold or silver for
        the bracelet of their watch.93 In addition, several customers indicated that materials,
        sizes, brands and price points are different across regions.94 Moreover, one
        competitor explained that European customers do not demand yellow and pink gold
        as much as customers in other regions of the world.95
(68)    Conversely, the results of the market investigation were inconclusive as to whether
        suppliers of luxury watches typically offer a similar product portfolio across
        different regions of the world.96 In contrast, a majority of customers and competitors
        agree that watches portfolios tend to be similar across EEA countries.97
4.2.3.4. Luxury goods per sales channel
(69)    As explained, the outcome of the market investigation revealed that for customers
        and competitors alike, competitive conditions in the luxury industry, including in the
        luxury jewellery and watches segments, are generally the same worldwide and at
        least at EEA level.98
(70)    Conversely, no indication emerged as part of the market investigation that
        competitive conditions in the luxury industry (respectively for travel retail, brick and
        mortar, and online sales, or wholesale supply) would be different at country level
        within the EEA. For instance, one brick and mortar customer explained that,
        although the company has brick and mortar stores in one country only, its clientele is
        highly international.99 In addition, a travel retailer also explained that, although it
        may sometimes have different product offerings in different airports across the same
89      Questionnaire to competitors, question 28, questionnaire to customers, question 30.
90      Questionnaire to competitors, question 28.2, questionnaire to customers, question 30.2.
91      Questionnaire to competitors, question 24; questionnaire to customers, question 26.
92      Questionnaire to competitors, question 25; questionnaire to customers, question 27.
93      Questionnaire to customers, question 27.1.
94      Questionnaire to customers, question 27.1.
        Questionnaire to competitors, question 25.1.
96      Questionnaire to competitors, question 26; questionnaire to customers, question 28.
97      Questionnaire to competitors, question 26.2, questionnaire to customers, question 28.2.
98      Questionnaire to competitors, question 23; questionnaire to customers, question 25.
99      Questionnaire to customers, question 26.1.
                                                         16
 ---pagebreak---        world region,100 ‘luxury business is a global business, especially in travel retail’ and
       ‘consumers expect to see the same level of service and brands around the world’.101
(71)   As a result, the Commission will not distinguish between sales channels when
       referring to potential national markets in this decision. Generally, irrespective of the
       applicable geographic market definition, a level of geographic differentiation in the
       conditions of competition prevailing in certain parts of the EEA or within specific
       Member States, e.g., at the retail level of trade, cannot be excluded.
4.2.4. Conclusion on geographic market definition
(72)   As apparent from the above and in line with precedents, the outcome of the market
       investigation carried out in the present case converges towards an at least EEA-wide
       scope of the supply of luxury goods and jewellery and watches in particular,
       irrespective of the trade channel. However, the definition of the relevant geographic
       markets for the assessment of the competitive impact of the Transaction can be left
       open since serious doubts as to its compatibility with the internal market do not arise
       irrespective of geographic scope in question.
5.     COMPETITIVE ASSESSMENT
(73)   Generally, in addition to growing its presence in the US (Tiffany generated […]% of
       its revenues in the US in 2019 compared to c. 8% for LVMH luxury jewellery and
       watches brands), LVMH submits that the acquisition of Tiffany will enable it to
       strengthen its presence in luxury jewellery with a global luxury brand. According to
       LVMH, the area of luxury watches and jewellery is one of the fastest growing areas
       in the global luxury industry, with expected growth of c. […]% globally year-on-
       year through 2024 according to Euromonitor estimates.102
(74)   The competitive assessment of the Transaction is structured as follows:
       (a)     Section 5.1 outlines the legal framework for the assessment;
       (b)     Section 5.2 discusses the market structure, the horizontal and non-horizontal
               overlaps between the Parties’ activities, and the affected markets arising from
               the Transaction. It also provides a reasoning why certain affected markets do
               not need to be discussed further;
       (c)     Section 5.3 assesses horizontal non-coordinated effects with respect to luxury
               jewellery under any plausible market definition;
       (d)     Section 5.4 assesses horizontal coordinated effects with respect to luxury
               jewellery under any plausible market definition;
       (e)     Section 5.5 assesses non-horizontal effects.
100    Questionnaire to customers, question 28.2.1.
101    Minutes of a call with a customer, 29 June 2020.
102    Form CO, paragraphs 1.4 and 1.5.
                                                        17
 ---pagebreak--- 5.1.   Legal framework
(75)   Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess
       whether a proposed concentration would significantly impede effective competition
       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.
5.1.1. Horizontal non-coordinated effects
(76)   Horizontal effects are those deriving from a concentration where the undertakings
       concerned are actual or potential competitors of each other in one or more of the
       relevant markets concerned. The Commission appraises horizontal effects in
       accordance with the Horizontal Merger Guidelines.103
(77)   According to paragraph 26 of the Horizontal Merger Guidelines, a non-exhaustive
       list of relevant factors need to be assessed in order to determine whether significant
       non-coordinated effects are likely to result from a concentration.
(78)   Accordingly, Section 5.3.2 assesses market shares, closeness of competition between
       the Parties, important dynamics of the markets where the Parties’ activities overlap,
       the alternatives to the Parties, barriers to entry, as well as evidence of new entrants
       and the constraint by competitors. Based on all these factors considered together,
       conclusions on horizontal non-coordinated effects are drawn in Section 5.3.3.
5.1.2. Horizontal coordinated effects
(79)   According to paragraph 39 of the Horizontal Merger Guidelines, in some markets the
       structure may be such that firms would consider it possible, economically rational,
       and hence preferable, to adopt on a sustainable basis a course of action on the market
       aimed at selling at increased prices through a coordination of their behaviour.104
(80)   A concentration may significantly impede effective competition by increasing the
       likelihood that firms are able to coordinate their behaviour and raise prices, even
       without entering into an agreement or resorting to a concerted practice within the
       meaning of Article 101 TFEU. A merger may also make coordination easier, more
       stable or more effective for firms that were already coordinating before the merger,
       either by making the coordination more robust or by permitting firms to coordinate
       on even higher prices.105
(81)   In assessing the likelihood of coordinated effects, the Commission takes into account
       all available relevant information on the characteristics of the markets concerned,
       including both structural features and the past behaviour of firm.106
(82)   The Commission’s assessment as to whether the Transaction raises serious doubts
       due to horizontal coordinated effects is discussed in Section 5.4.2, with conclusions
       drawn in Section 5.4.3.
103    Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of
       concentrations between undertakings (‘Horizontal Merger Guidelines’), OJ C 31, 5.2.2014.
104    Horizontal Merger Guidelines, paragraph 39.
105    Horizontal Merger Guidelines, paragraph 39.
106    Horizontal Merger Guidelines, paragraph 43.
                                                      18
 ---pagebreak--- 5.1.3. Non-horizontal effects
(83)   Non-horizontal effects relate to the foreclosure of competitors that can arise from
       vertical or conglomerate integration. In general, vertical integration is the
       consequence of the combination of products, services or businesses across different
       levels of the same supply chain. Conglomerate integration relates to the combination
       of complementary products or services that are generally purchased by the same set
       of customers.
(84)   Pursuant to the Non-Horizontal Merger Guidelines,107 vertical integration may result
       in two forms of foreclosure: input foreclosure, where the concentration is likely to
       raise costs of downstream rivals by restricting access to an important input or
       deteriorating supply conditions, and customer foreclosure, where the concentration is
       likely to foreclose upstream rivals by restricting their access to a sufficient customer
       base.
(85)   In turn, foreclosure effects may arise from conglomerate integration when the
       combination of products in related markets may confer on the merged entity the
       ability and incentive to leverage a strong market position from one market to another
       closely related market by means of tying or bundling or other exclusionary practices.
(86)   In assessing the likelihood of foreclosure scenarios, the Commission examines, first,
       whether the merged firm would have the ability to foreclose its rivals, second,
       whether it would have the economic incentive to do so and, third, whether a
       foreclosure strategy would have a significant detrimental effect on competition, thus
       causing harm to consumers. In practice, these factors are often examined together as
       they are closely intertwined.
(87)   Eventually, for foreclosure to lead to consumer harm, it is not necessary that the
       merged entity’s rivals are forced to exit the relevant market but it is sufficient that
       their costs are increased in a way that is likely to lead to higher prices for consumers.
5.2.   Market structure
5.2.1. Horizontal overlaps
(88)   According to the information provided by the Notifying Party, the Transaction
       would give rise to a number of horizontal overlaps in the supply of luxury goods, as
       well as in certain segments and sub-segments thereof, primarily in luxury jewellery
       and watches. In addition, there are a number of de minimis horizontal overlaps
       between the Parties’ activities, namely in the supply of (i) luxury perfumes and
       cosmetics; (ii) luxury fashion and leather goods, including accessories; and
       (iii) luxury home products.
(89)   Based on the data provided by the Notifying Party, the global supply of luxury goods
       is valued at EUR [350-400], including EUR [100-150] in the EEA.108
(90)   The Notifying Party provided estimates of the Parties’ market shares for years 2017,
       2018 and 2019 on a worldwide, EEA-wide and national basis.
107    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. 6.
108    Annex to the Form CO, Annex RFI1.4 (Revised Annex 6.1) – Parties Shares.
                                                      19
 ---pagebreak--- (91)       Table 1 below provides an overview of the Parties’ 2019 market shares based on the
           value of retail (including travel retail) sales in the EEA and worldwide.
Table 1 – The Parties’ retail value market shares in the EEA and worldwide for
year 2019
                                       Worldwide (2019)                                EEA (2019)
      Product market
                             LVMH       Tiffany       Combined        LVMH          Tiffany       Combined
       Luxury goods           [10-20]%    [0-5]%        [10-20]%       [10-20]%       [0-5]%       [10-20]%
   Luxury watches and          [5-10]%    [0-5]%        [10-20]%        [5-10]%       [0-5]%        [5-10]%
          jewellery
      Luxury jewellery          [0-5]%    [0-5]%          [0-5]%         [0-5]%       [0-5]%         [0-5]%
       Branded luxury           [0-5]%   [5-10]%        [10-20]%        [5-10]%       [0-5]%        [5-10]%
          jewellery
      Luxury diamond            [0-5]%    [0-5]%          [0-5]%         [0-5]%       [0-5]%         [0-5]%
          jewellery
       Branded luxury           [0-5]%  [10-20]%        [10-20]%         [0-5]%      [5-10]%        [5-10]%
     diamond jewellery
    Luxury engagement           [0-5]%    [0-5]%          [0-5]%         [0-5]%       [0-5]%         [0-5]%
    and bridal jewellery
       Branded luxury
  engagement and bridal         [0-5]%  [10-20]%       [20-30]%          [0-5]%      [5-10]%       [10-20]%
          jewellery
      Luxury watches           [5-10]%    [0-5]%         [5-10]%        [5-10]%       [0-5]%        [5-10]%
   Luxury perfumes and        [10-20]%    [0-5]%        [10-20]%       [10-20]%       [0-5]%       [10-20]%
          cosmetics
    Luxury fashion and
     leather goods and        [10-20]%    [0-5]%        [10-20]%       [10-20]%       [0-5]%       [10-20]%
         accessories
        Luxury home             [0-5]%    [0-5]%          [0-5]%         [0-5]%       [0-5]%         [0-5]%
Source: LVMH’s estimates - Annex to the Form CO, Annex RFI1.4 (Revised Annex 6.1) – Parties Shares
(92)       In addition to the overlaps listed in Table 1, the Parties’ activities also overlap in the
           United Kingdom and in the following Member States where Tiffany is active:109
           Austria, Belgium, the Czech Republic, Denmark, France, Germany, Ireland, Italy,
           the Netherlands and Spain.
(93)       However, on a national level, there is only one potentially affected market:– the
           market for the retail (including travel retail) of luxury watches in the Czech
           Republic, where the Parties’ combined market share amounts to [30-40]%, with a
           marginal increment of [0-5]% coming from Tiffany.110
(94)       As can be seen from Table 1, Tiffany’s activities in the manufacture and supply of
           luxury perfumes and cosmetics, luxury fashion and leather goods and accessories,
           and luxury home products are very limited.
109        Annex to the Form CO, Annex RFI1.4 (Revised Annex 6.1) – Parties Shares.
110        Annex to the Form CO, Annex RFI1.4 (Revised Annex 6.1) – Parties Shares.
                                                        20
 ---pagebreak--- (95)  Tiffany’s market share in the supply of luxury perfumes and cosmetics and in the
      supply of luxury fashion and leather goods and accessories is [0-5]% in the EEA and
      only [0-5]% worldwide. Similarly, Tiffany’s market share in the supply of luxury
      home products is [0-5]% in the EEA and only [0-5]% worldwide. Thus, the
      increment brought about by the Transaction in these segments is negligible.
(96)  Therefore, the horizontal overlaps in the supply of luxury perfumes and cosmetics,
      luxury fashion and leather goods and accessories, and luxury home products are not
      discussed further in this Section 5.
(97)  Moreover, the Notifying Party submitted estimates of the Parties’ market shares in
      the EEA and worldwide segmented by sales channel, distinguishing between
      (i) brick and mortar; (ii) online retail; and (iii) travel retail.111
(98)  Based on such sales channel segmentation, the Transaction would give rise to one
      affected market, namely in the brick and mortar retail sale of branded luxury bridal
      and engagement jewellery worldwide, where the Parties’ combined market share
      would amount to [20-30]% (LVMH [0-5]% and Tiffany [20-30]%). In addition, the
      Parties would have a combined market share of [10-20]% (LVMH [5-10]% and
      Tiffany [10-20]%), i.e. just below the threshold of an affected market, in the travel
      retail sale of luxury diamond jewellery and branded luxury diamond jewellery
      worldwide.
(99)  In addition, with respect to jewellery, the Notifying Party provided more granular
      revenue data and estimates of the Parties’ market shares on a worldwide, EEA and
      national basis for the sub-segments of men’s jewellery and jewellery segmentation
      by the following price points: (i) jewellery below EUR 600; (ii) access jewellery
      (EUR 600 – EUR 5 000); (iii) fine jewellery (EUR 5 000 – 50 000); (iv) high
      jewellery (above EUR 50 000); and (v) jewellery above EUR 250 000.112
(100) The Notifying Party also provided market share estimates on a worldwide, EEA and
      national basis in the overall luxury jewellery segmented by the following price
      points: (i) EUR 5 000 – 10 000; (ii) EUR 10 000 – 25 000; and (iii) above
      EUR 250 000.113
(101) Based on a segmentation according to the above-mentioned price points, the
      Transaction would give rise to additional horizontal overlaps and several plausible
      affected markets listed in Table 2 below.
111   Annex to the Form CO, Annex RFI 2.6 - Brick and Mortar, Online, Travel Retail Shares Estimates.
112   Annex to the Form CO, Annex RFI 3.2 (Revised Annex RFI1.6 and Annex 6.2) – Parties Sales –
      Jewelry.
113   Annex to the Form CO, Annex RFI 3.2 (Revised Annex RFI1.6 and Annex 6.2) – Parties Sales –
      Jewelry.
                                                   21
 ---pagebreak--- (102) Finally, as regards the Parties’ activities at the wholesale level, Tiffany
       predominantly sells its products through directly owned stores (i.e., at retail level)
       and only marginally via selective distributors (i.e., at wholesale level). Based on the
       data provided by the Parties, of Tiffany’s total 2019 revenues, only […]% of its EEA
       revenues and […]% of its worldwide revenues were from wholesale sales of luxury
       end-products. More specifically, Tiffany’s 2019 wholesale jewellery sales in the
       EEA amounted to EUR […] while its total EEA jewellery revenues amounted to
       EUR […]. Thus, Tiffany’s 2019 wholesale sales of jewellery in the EEA are limited
       to […]% of Tiffany’s overall jewellery revenue.114
(103) Therefore, the data underlying the horizontal assessment of the Transaction relates to
       retail sales, which is where competition between the Parties primarily takes place.
       However, the market investigation was also directed at wholesale customers and
       most of the qualitative evidence gathered over the course of the investigation, and
       the resulting findings drawn from them, are equally valid for the retail and wholesale
       levels of trade.
5.2.2. Horizontal affected markets
(104) As apparent from Table 1, the Transaction would lead to an affected market in the
       retail (including travel retail) supply of branded luxury engagement and bridal
       jewellery worldwide where the Parties’ combined market share amounts to [20-30]%
       (LVMH [10-20]% and Tiffany [0-5]%). In contrast, in the EEA the Parties’
       combined market share is limited to [10-20]% (LVMH [0-5]% and Tiffany
       [5-10]%).
(105) If a distinction was to be made among the sales channels, the Transaction would give
       rise to one affected market, namely in the brick and mortar retail sale of branded
       luxury bridal and engagement jewellery worldwide, where the Parties’ combined
       market share would amount to [20-30]% (LVMH [0-5]% and Tiffany [20-30]%). In
       the EEA, however, the Parties’ combined market share is limited to [10-20]%
       (LVMH [0-5]% and Tiffany [5-10]%).115
(106) Moreover, if a narrower market definition were to be considered for luxury jewellery
       based on price points, the Transaction would lead to the additional affected markets
       listed in Table 2.
114    Form CO, paragraph 6.150, Table RFI1.5 and Table RFI1.6.
115    Annex to the Form CO, Annex RFI 2.6 - Brick and Mortar, Online, Travel Retail Shares Estimates.
                                                    22
 ---pagebreak--- Table 2 – Affected markets in the retail116 of luxury jewellery based on a segmentation
by price points for years 2017-2019
    Affected product market             Country         Year           LVMH           Tiffany      Combined
                                                                        share          share         share
 Retail of branded high jewellery      France        2017           [20-30]%        [0-5]%        [20-30]%
 (above EUR 50 000)
 Retail of branded high jewellery      France        2018           [20-30]%        [0-5]%        [20-30]%
 (above EUR 50 000)
 Retail of branded jewellery           UK            2017           [0-5]%          [20-30]%      [20-30]%
 below EUR 600
 Retail of branded jewellery           UK            2018           [0-5]%          [20-30]%      [20-30]%
 below EUR 600
 Retail of branded jewellery           UK            2019           [0-5]%          [20-30]%      [30-40]%
 below EUR 600
 Retail of branded fine jewellery      UK            2017           [10-20]%        [10-20]%      [20-30]%
 (EUR 5 000 – 50 000)
 Retail of branded fine jewellery      UK            2018           [10-20]%        [5-10]%       [20-30]%
 (EUR 5 000 – 50 000)
 Retail of branded fine jewellery      UK            2019           [10-20]%        [5-10]%       [20-30]%
 (EUR 5 000 – 50 000)
 Retail of branded fine jewellery      UK            2017           [5-10]%         [10-20]%      [20-30]%
 (EUR 5 000 – 10 000)
 Retail of branded fine jewellery      UK            2019           [10-20]%        [10-20]%      [20-30]%
 (EUR 5 000 – 10 000)
 Retail of branded fine jewellery      UK            2017           [10-20]%        [10-20]%      [20-30]%
 (EUR 10 000 – 25 000)
 Retail of branded fine jewellery      UK            2018           [10-20]%        [5-10]%       [20-30]%
 (EUR 10 000 – 25 000)
 Retail of branded fine jewellery      UK            2019           [10-20]%        [5-10]%       [20-30]%
 (EUR 10 000 – 25 000)
 Retail of branded high jewellery      UK            2017           [20-30]%        [0-5]%        [20-30]%
 (above EUR 50 000)
Source: LVMH’s estimates, Annex to the Form CO – Annex RFI 3.2 (Revised Annex RFI1.6 and Annex 6.2) –
Parties Sales – Jewelry.
(107) As can be seen from the figures in Table 2, while the Transaction gives rise to a
         number of plausible affected markets in different price points in the retail of luxury
         jewellery in France and the UK for years 2017-2019, the 2019 market shares only
116      The retail shares include all forms of retail sales, including travel retail. The Notifying Party did not
         provide travel retail shares separately on national basis.
                                                            23
 ---pagebreak---        give rise to four additional plausible affected markets in the UK based on price
       points.
(108) The assessment of the plausible affected markets in luxury jewellery is further
       discussed in Section 5.3.2.
(109) In addition, the Transaction gives rise to an affected market in the retail (including
       travel retail) sales of luxury watches in the Czech Republic. However, as Tiffany’s
       2019 sales of luxury watches in the Czech Republic amounted to only EUR […]117
       the increment brought about by the Transaction in the retail sales of luxury watches
       in the Czech Republic is very limited, namely less than [0-5]%. Thus, it is unlikely
       that with an increment of this magnitude the Transaction could lead to a significant
       impediment to effective competition in the plausible market for the retail sales of
       luxury watches in the Czech Republic.
(110) Therefore, the horizontal affected market in the retail (including travel retail) sales of
       luxury watches in the Czech Republic is not discussed further in this Decision.
5.2.3. Non-horizontal overlaps
(111) In addition, the proposed Transaction gives rise to vertical relations due to LVMH’s
       activity as a purchaser at the luxury goods wholesale level through its travel retail
       subsidiaries Duty Free Shoppers (‘DFS’) and Starboard Cruise Services, as well as
       its department stores business (e.g., Le Bon Marché and La Samaritaine in Paris).
(112) For completeness, the Commission also notes that Tiffany, but not LVMH, is active
       upstream in sales of rough and polished diamonds. However, on the basis of the data
       provided by the Parties, this potential vertical relation is of a de minimis character and
       thus is not discussed further in this Decision.118
5.2.4. No non-horizontal affected markets
(113) According to the data provided by the Parties and presented in Table 1, the merged
       entity’s upstream market shares do not exceed 30% under any plausible market
       definition. Thus, the Transaction does not give raise to any vertically affected
       markets.
(114) With regard to downstream activities, LVMH, through DFS and Starboard, is active
       in the travel retail business, with 2019 sales of EUR […] worldwide (of which just
       EUR […], i.e., less than […]%, in the EEA).119 As reflected in Table 3, LVMH’s
       shares in the travel retail segment of luxury goods are estimated to be well below 30%,
       including on the narrow potential sub-segment for the travel retail of luxury watches and
       jewellery.
117    Form CO, footnote 288 and Annex RFI1.4 (Revised Annex 6.1) – Parties Shares.
118    Form CO, paragraph 7.147, ‘In 2019, Tiffany had worldwide sales of just EUR […] of rough
       diamonds and EUR […] of polished diamonds, whereas the total worldwide market for rough
       diamonds is estimated to be roughly USD 15-16 billion, and the worldwide polished diamond market
       size is estimated to be even larger.543 Tiffany’s upstream share for the supply of rough and polished
       diamonds is therefore less than [0-5]%.’ The market investigation did not give rise to any concerns or
       comments in that regard.
119    Form CO, paragraph 7.145.
                                                         24
 ---pagebreak--- Table 3 - LVMH Travel Retail Shares (2019)120
 Geography           Travel Retail Segment      LVMH Share
  Worldwide              Luxury Goods              [5-10]%
  Worldwide        Luxury Watches & Jewelry       [10-20]%
     EEA                 Luxury Goods               [0-5]%
     EEA           Luxury Watches & Jewelry         [0-5]%
Source: LVMH: Revenues; Generation Research: Segment Size estimates
(115) With regard to the remaining selective retail activities of LVMH in the supply of luxury
        goods, they are limited to the operation of a single department store (Le Bon Marché in
        Paris, since La Samaritaine has not reopened yet121) and an online retailer with limited
        revenues (24S).122
(116) The Notifying Party submits that the LVMH’s selective retailing entities - Le Bon
        Marché and 24S do not sell any Tiffany products.123 In fact, only a small portion of
        Tiffany’s overall sales are wholesales to third-party retailers.124 In 2019, wholesale
        sales of luxury goods accounted for around […]% (around EUR […]) of Tiffany’s
        worldwide revenues, only around […]% (EUR […]) of which were to LVMH retail
        entities (DFS and Starboard).
5.3.    Horizontal non-coordinated effects
(117) In view of the above and the de minimis nature of the other overlaps, this Section
        focuses on the horizontal non-coordinated effects of the Transaction in the luxury
        jewellery segment and all plausible sub-segments.
5.3.1. The Notifying Party’s view
(118) The Notifying Party submits that the Transaction will not give rise to any
        competitive concerns regardless of market definition.125 In particular, it argues that
        the Transaction will not lead to any horizontal non-coordinated effects due to the
        following reasons:126
        (a)      The Transaction will not result in material market shares on any plausible
                 market. The Parties’ activities overlap in the EEA market for the retail sale of
                 luxury goods, as well as in certain segments and sub-segments, primarily in
                 the luxury watches and jewellery segment and the luxury jewellery sub-
                 segment. However, the Parties’ combined shares are negligible to low and
                 only slightly exceed 20% base on a narrow market sub-segmentation (with an
                 increment below 5%);
120     Form CO, Table RFI 1.15, page 233. The table contains worldwide and EEA-wide shares, as
        estimated by the Notifying Party, on the segment of travel retail of luxury goods that include
        LVMH’s sales of DFS and Starboard and LVMH’s Maisons sales from directly operated travel retail
        stores.
121     La Samaritaine is a department store owned by LVMH. It has been closed since 2005 and it is
        currently undergoing renovation.
122     Form CO, footnote 528.
123     Form CO, paragraph 7.135.
124     Form CO, paragraph 7.135.
125     Form CO, paragraph 6.206.
126     Form CO, paragraph 1.10.
                                                     25
 ---pagebreak---        (b)     Post-Transaction, the Parties will continue to face pressure from established
               players in the EEA luxury sector, including in the luxury watches and
               jewellery segment, and the further sub-segment for luxury jewellery, which
               are highly fragmented and composed of both several international players and
               numerous independent companies;
       (c)     The Parties are not particularly close competitors.
(119) In addition, the Notifying Party submits that the Transaction cannot plausibly raise
       any competitive concerns in branded luxury bridal and engagement jewellery
       because: (i) the Parties’ market shares are low; (ii) the Parties are not particularly
       close competitors; (iii) the Parties are, and will remain, constrained by the plethora
       of competitors active across the globe; (iv) barriers to entry are moderate to low; and
       (v) customers can switch easily to other suppliers.127
(120) Regarding the affected markets in the retail sale of fine jewellery and jewellery
       below EUR 600 in the UK, the Notifying Party submits that a further segmentation
       of the luxury jewellery segment by price points does not correspond to plausible
       relevant markets. To LVMH’s knowledge, no industry reports provide off-the-shelf
       share data for jewellery by price points and there are no commonly agreed price
       points in the industry, including internally at LVMH and Tiffany.128
(121) Nevertheless, the Notifying Party submits that competitive concerns can be excluded
       for each of the four UK hypothetical sub-segmentations because they reflect the
       same dynamic competition as observed in the luxury jewellery market overall and in
       the other luxury jewellery segments, such as the segment for branded luxury bridal
       and engagement jewellery.129
(122) Finally, as regards ‘premium’ jewellery, to the extent that some of LVMH Maisons’
       costume jewellery would qualify as ‘premium’ jewellery, Tiffany considers that
       these jewellery items would compete with Tiffany’s lower-range products. However,
       the Notifying Party submits that opening the scope of the market to ‘premium’
       and/or ‘fashion’ jewellery at the lower-end of the jewellery spectrum would in any
       event only decrease the Parties’ market shares given the larger market volume and
       higher market fragmentation for these lower-end segments. According to the
       Notifying Party, this would not have any material impact on the assessment of the
       Transaction. Furthermore, the Notifying Party argues that there are no grounds to
       support a segmentation between premium and luxury jewellery. In any event, the
       Transaction will not give rise to competitive concerns on any of the by-price
       segmentations considered (with just a limited number of hypothetically affected
       segments at national level).130
5.3.2. The Commission’s assessment
(123) As explained further in this Section, the Commission finds that the Transaction does
       not raise serious doubts as to its compatibility with the internal market in relation to
       horizontal non-coordinated effects in the production and supply of luxury jewellery,
127    Form CO, paragraph 7.4.
128    Form CO, paragraph 6.217.
129    Form CO, paragraph 6.218.
130    Form CO, paragraphs 6.68 - 6.70.
                                                  26
 ---pagebreak---       including branded luxury bridal and engagement jewellery, under any plausible
      market definition because of the following reasons:
      (a)     The Transaction will lead to low to moderate market shares and the
              increment brought about by the Transaction is limited;
      (b)     While the Parties are considered close competitors in some categories of
              luxury jewellery, a number of competitors are equally close or even closer to
              each of the Parties;
      (c)     There will remain numerous competitors capable of exercising competitive
              constraint on the merged entity post-Transaction;
      (d)     Customers will retain a number of alternatives available post-Transaction;
      (e)     In the past three years, several new competitors entered the market(s) for
              luxury jewellery in different segments and new players are likely to enter
              during the next three years;
      (f)     The market investigation confirmed that the Transaction is unlikely to lead to
              harmful effects on prices, innovation, choice, and other factors.
(124) First, the Transaction will lead to low to moderate market shares and the
      increment brought about by the Transaction is limited.
(125) The Transaction gives rise to a number of horizontal overlaps in luxury jewellery.
      However, as can be seen from the market shares presented in Section 5.2, the
      Parties’ combined market shares remain low or moderate and/or the increment
      brought about by the Transaction is limited under any plausible market definition.
(126) As shown in Table 1, the Transaction does not give rise to affected markets with
      respect to luxury jewellery in the EEA or worldwide under the following plausible
      product market definitions: (i) the overall luxury goods market, (ii) the luxury
      watches and jewellery market, (iii) luxury jewellery market consisting of both
      branded and unbranded luxury jewellery, (iv) branded luxury jewellery, (v) luxury
      diamond jewellery, (vi) branded luxury diamond jewellery, or (vii) luxury bridal and
      engagement jewellery.
(127) As already mentioned in Section 5.2.2, according to the Notifying Party’s market
      share estimates for the last year available (2019), the Transaction gives rise to
      affected markets with respect to luxury jewellery under the following plausible
      market definitions:
      (a)     Retail (including travel retail) sale of branded luxury bridal and engagement
              jewellery worldwide, where the Parties’ combined markets shares amount to
              [20-30]%, with an increment of [0-5]% brought about by LVMH;
      (b)     Brick and mortar retail sale of branded luxury bridal and engagement
              jewellery worldwide, where the Parties’ combined market share amount to
              [20-30]%, with an increment of [0-5]% brought about by LVMH;
                                                  27
 ---pagebreak---       (c)     Retail of jewellery below EUR 600 in the United Kingdom, where the
              Parties’ combined market shares amount to [30-40]%, with an increment of
              [0-5]% brought about by LVMH;
      (d)     Retail of fine jewellery (EUR 5 000 – EUR 50 000) in the United Kingdom,
              where the Parties’ combined market shares amount to [20-30]%, with an
              increment of [5-10]% brought about by Tiffany;
      (e)     Retail of fine jewellery (EUR 5 000 – EUR 10 000) in the United Kingdom,
              where the Parties’ combined market shares amount to [20-30]%, with an
              increment of [10-20]% brought about by Tiffany;
      (f)     Retail of fine jewellery (EUR 10 000 – EUR 25 000) in the United Kingdom,
              where the Parties’ combined market shares amount to [20-30]%, with an
              increment of [5-10]% brought about by Tiffany.
(128) Nevertheless, the Parties’ market position in the affected markets remains modest
      and only slightly above the threshold of affected markets (the Parties’ combined
      shares are under [20-30]%) in all but two of the plausible affected markets.
(129) While in retail of jewellery below EUR 600 in the UK the Parties’ combined market
      shares amount to [30-40]%, the increment brought about by the Transaction is only
      [0-5]% in that potential market.
(130) In brick and mortar retail sale of branded luxury bridal and engagement jewellery
      worldwide the Partiers’ market share are moderate amounting to [20-30]%, with an
      increment of [0-5]%.
(131) Therefore, the Parties’ market shares with respect to luxury jewellery are not
      indicative of the merged entity holding or gaining market power post-Transaction
      that could result in a significant impediment of effective competition under any
      plausible market definition.
(132) Second, while the Parties are considered close competitors in some categories of
      luxury jewellery, a number of competitors are equally close or even closer to
      each Party.
(133) LVMH’s activities in luxury jewellery are mainly carried out through the jewellery
      Maisons that are part of the LVMH group. The LVMH jewellery Maisons
      predominantly active in the production and sale of luxury jewellery include Bulgari,
      Chaumet, Fred and Repossi. In addition, two of LVMH’s fashion brands, namely
      Louis Vuitton and Christian Dior, also have an offering of luxury jewellery products
      as part of their product portfolio. However, Louis Vuitton and Christian Dior are
      fashion brands predominantly focused on the production and sale of luxury fashion
      and leather goods and accessories131
(134) Tiffany’s core activity, representing about 92% of its worldwide revenues in 2019, is
      the production and distribution of luxury jewellery. Tiffany’s product portfolio
131   Form CO, paragraph 6.5.
                                                28
 ---pagebreak---       includes bridal and engagement jewellery, jewellery collections, and designer
      jewellery.132
(135) Based on the information provided by the Notifying Party, LVMH and Tiffany’s
      geographic presence seems to be focused on different regions of the world. Tiffany’s
      home territory is the United States, where LVMH has a more limited presence.
      Tiffany’s revenues achieved in Europe represent only c. […]% of its total worldwide
      revenues.133 On the other hand, LVMH’s sales seem to be focused on Asia and the
      EEA.134
(136) The feedback received during the Commission’s market investigation with respect to
      the competition between LVMH’s brands (Bulgari, Chaumet, Fred, Repossi, Louis
      Vuitton and Christian Dior) and Tiffany in luxury jewellery has been mixed.
(137) While the majority of competitors considers LVMH’s brands such as Bulgari,
      Chaumet, Fred, Repossi, Louis Vuitton and Christian Dior to closely compete with
      Tiffany,135 a significant number of customers responding to the Commission’s
      market investigation do not consider LVMH’s brands to compete directly with
      Tiffany in luxury jewellery or they consider them to compete only marginally.136
(138) The diverging views are also evident from the comments provided by market
      participants. One competitor stated that “They don’t compete in the brand
      positioning clearly differentiating from each other, yet some product offerings,
      which by nature have little potential for design adaptations may compete
      (e.g. engagement and bridal offerings – solitaire rings and alliances/wedding
      bands.”, while another competitor commented: “Bulgari may be a competitor of
      Tiffany as far as product's characteristics, segmentation, distribution model and
      general look and feel are concerned.” A different competitor considered “All LVMH
      brands active in the luxury jewellery market compete with Tiffany. However, ‘pure
      jewellers’ (Most notably Bulgari and Chaumet) compete more closely with
      Tiffany.”137
(139) On the customer side, a customer active in duty free retail explained: “Tiffany is
      considered as a fine jewellery brand – therefore no direct competition with luxury
      Maisons such as Bvlgari or/and Fashion Luxury brands as LV [Louis Vuitton] and
      CD [Christian Dior].” However, a different customer active in duty free retail
      considered that “Bvlgari, Chaumet, Fred compete with Tiffany on certain categories
      and price brackets.” In addition, a customer active in retail noted: “Based on the
      products in LTR's portfolio, Tiffany competes only marginally with LVMH, because
      Tiffany’s products are overall more affordable (in particular its access range) and
      do not target the same customers: Tiffany has a US approach to luxury products,
      that is more demure, less colourful and arty and LVHM’s European approach of the
      same.” On the other hand, another customer active in retail was of the opinion that
132   Form CO, paragraph 6.23.
133   Form CO, paragraph 6.27.
134   Form CO, paragraph 7.10.
135   Questionnaire to competitors, question 31.
136   Questionnaire to customers, question 33.
137   Questionnaire to competitors, question 31.1.
                                                   29
 ---pagebreak---       “Tiffany is the biggest independent player in this category and clearly compete with
      Bulgari, Chaumet and Fred.”138
(140) Moreover, the market investigation revealed that a majority of competitors and
      customers consider Cartier to be the closest competitor of Tiffany in luxury
      jewellery and its sub-segments, including in luxury branded jewellery overall, luxury
      branded diamond jewellery and luxury branded bridal and engagement jewellery.139
      According to the customers and competitors that responded to the Commission’s
      market investigation, the second closest competitor of Tiffany in luxury jewellery
      would be Van Cleef & Arpels, and according to some competitors, also Harry
      Winston in luxury branded bridal and engagement jewellery.140
(141) As regards the LVMH brands, taken together, Cartier appears to be the closest
      competitor of LVMH in luxury jewellery according to the competitors and
      customers that responded to the Commission’s market investigation.141
(142) More specifically, a majority of competitors consider Cartier to be the closest
      competitor of Bulgari in luxury jewellery and its sub-segments, followed by
      Tiffany.142 From the customers’ perspective, Cartier is also the closest and second
      closest competitor of Bulgari in luxury jewellery and its sub-segments, with the
      exception of luxury branded bridal and engagement jewellery, where the majority of
      customers expressing a view considered Tiffany to be the closest competitor of
      Bulgari.143
(143) With respect to LVMH’s brand Chaumet, the majority of competitors consider
      Cartier to be the closest competitor of Chaumet in luxury jewellery and its sub-
      segments, followed by Tiffany.144 The majority of customers expressing a view also
      consider Cartier to be the closest competitor of Chaumet in luxury jewellery, with
      the exception of luxury branded bridal and engagement jewellery, where the
      majority of customers expressing a view considered Tiffany to be the closest
      competitor of Chaumet (and Cartier as number two). In addition, customers view
      Piaget and Chopard as the number two competitor of Chaumet in some jewellery
      categories.145
(144) Competitors also consider Cartier to be the closest competitor of Fred, and LVMH
      brand, in luxury jewellery, while Van Cleef & Arpels seems to be the number two
      competitor of Fred in luxury branded bridal and engagement jewellery according to
      competitors.146 The customers’ feedback with respect to Fred did not reveal clear
      results. Brands like Repossi, Cartier and Tiffany seem to be among the top
      competitors of Fred according to the customers that expressed a view.147
138   Questionnaire to customers, question 33.1.
139   Questionnaire to competitors, question 32; questionnaire to customers, question 34.
140   Questionnaire to competitors, question 32; questionnaire to customers, question 34.
141   Questionnaire to competitors, questions 33.1-33.6; questionnaire to customers, question 35.1-35.6.
142   Questionnaire to competitors, question 33.1.
143   Questionnaire to customers, question 35.1.
144   Questionnaire to competitors, question 33.2.
145   Questionnaire to customers, question 35.2.
146   Questionnaire to competitors, question 33.3.
147   Questionnaire to customers, question 35.3.
                                                       30
 ---pagebreak--- (145) As regards LVMH’s brand Repossi, competitors view Messika, Cartier and Tiffany
        among the top two competitors of Repossi, but the overall feedback received was
        mixed with other brands being considered by different respondents.148 The feedback
        from customers did not reveal a single competitor that would be the clear number
        one competitor of Repossi in luxury jewellery.149
(146) The market investigation also seems to have underlined the somewhat different
        nature of two of LVMH’s Maisons - Louis Vuitton and Christian Dior – them being
        luxury fashion houses not predominantly focused on luxury jewellery. It seems that
        the close competitors of these two brands in luxury jewellery are not only luxury
        jewellery brands, but also other fashion houses such as Chanel. A significant number
        of competitors that expressed a view considered Dior, Cartier and Chanel to be the
        top competitors of Louis Vuitton in luxury jewellery.150 A significant number of
        customers thought Chanel, Dior, Bulgari and Tiffany were among the closest
        competitors of Louis Vuitton in luxury jewellery.151 As regards Christian Dior, a
        significant number of competitors that expressed a view considered Chanel, Louis
        Vuitton, Cartier and Van Cleef & Arpels as the closest competitors of Christian Dior
        in luxury jewellery.152 The customers’ feedback was less clear, but the majority of
        customers that expressed a view thought that Chanel, Louis Vuitton, Cartier and
        Tiffany were among the top close competitors of Christian Dior in luxury
        jewellery.153
(147) The feedback from the market investigation also seems to be in line with market
        analysts’ reports. For instance, as shown in Figure 2 below, the top players in the
        luxury jewellery segment according to a […] analysis include the players that the
        respondents to the Commission’s investigation identified among the closest
        competitors of the Parties.
Figure 2 – […] analysis of the top players in the (luxury) jewellery industry
                                                    […]
Source: Notifying Party’s submission of 13 December 2019, “[…] “, slide 4.
(148) Finally, for completeness, the feedback from the market investigation suggests that
        both Tiffany and LVMH brands are significant suppliers of premium (non-luxury)
        jewellery. The majority of customers and competitors that expressed a view
        considered the Parties as important suppliers of premium (non-luxury) jewellery.154
        However, a majority of customers that expressed a view did not consider the Parties
        and their brands to compete in the supply of premium (non-luxury) jewellery.155
        Conversely, a majority of competitors thought the Parties and their brands did
        compete in premium jewellery.156 One customer explained: “The price point of
        fashion jewellery from Dior etc., i.e. predominantly fashion brands, will sometimes
148     Questionnaire to competitors, question 33.4.
149     Questionnaire to customers, question 35.4.
150     Questionnaire to competitors, question 33.5.
151     Questionnaire to customers, question 35.5.
152     Questionnaire to competitors, question 33.6
153     Questionnaire to customers, question 35.6.
154     Questionnaire to competitors, question 34.1.2; questionnaire to customers, question 36.1.2.
155     Questionnaire to customers, question 36.1.
156     Questionnaire to competitors, question 34.1.
                                                         31
 ---pagebreak---       compete with the entry price point jewellery from Tiffany (e.g. sterling silver
      jewellery).”157
(149) However, taking into account the feedback from the market investigation and the
      fact that the Parties’ combined market shares in jewellery below EUR 600 are
      limited,158 it seems that while the Parties both offer jewellery pieces that could be
      categorized as ‘premium’, they are unlikely to be considered as close competitors.
(150) Therefore, the Commission’s market investigation and the evidence available to it
      showed that while LVMH’s luxury brands and Tiffany are considered to compete
      closely in some segments of luxury jewellery, a number of competitors are equally
      close, if not closer, competitors to each Party. In particular, Cartier seems to be the
      closest competitor of the Parties and brands like Van Cleef & Arpels, Harry
      Winston, Piaget, Chopard, Chanel and Messika are also considered to be close
      competitors.
(151) Third, there will remain numerous competitors capable of exercising a
      competitive constraint on the merged entity post-Transaction.
(152) Based on the information provided by the Notifying Party, there are a number of
      large international luxury groups offering a wide selection of luxury jewellery, as
      well as numerous independent jewellery houses and artisan boutique jewellers,
      which may exercise competitive constraint on the merged entity post-Transaction.
(153) The main competitors of the Parties with a portfolio of branded luxury jewellery
      include the following companies:159
      (a)      Compagnie Financière Richemont SA (Richemont) – one of the leading
               luxury goods groups globally with luxury jewellery brands such as Cartier,
               Van Cleef & Arpels, as well as Piaget. Richemont’s 2019 revenues from
               luxury jewellery represented EUR 6.5 billion.
      (b)      Kering – a French luxury goods group active globally with luxury jewellery
               brands such as Boucheron, Pomellato and Gucci.
      (c)      Chopard – privately owned Swiss luxury watches and jewellery manufacturer
               with a global footprint.
      (d)      Graff – a British-based luxury jeweller with a global footprint, with a luxury
               jewellery offerings characterised by the use of diamonds and rare gemstones.
157   Questionnaire to customers, question 36.1.1.
158   Affected market only arises in the UK, where the Parties’ combined share amounts to [30-40]% with
      an increment of [0-5]% (see Table 2). Under all other plausible geographic market definitions
      (worldwide, EEA, national), the Parties’ combined market shares remain below 10% with a low
      increment of [0-5]% - [0-5]%. The only exception is Italy, where the Parties’ combined market share
      amounts to [10-20]% with an increment of [0-5]%, yet well below the threshold of an affected
      market; (source: Annex to the Form CO, Annex RFI 3.2 (Revised Annex RFI1.6 and Annex 6.2) –
      Parties Sales – Jewelry).
159   Form CO, paragraph 7.24.
                                                     32
 ---pagebreak---         (e)      De Beers Group – one of the world’s leading diamond companies, active in
                 the exploration and sale of diamonds as well as in the production and sale of
                 diamond-based luxury jewellery products.
        (f)      Harry Winston – an American luxury goods provider that is part of the
                 Swatch Group and offering a portfolio of luxury jewellery characterised by
                 the use of diamonds and gemstones.
        (g)      Hermès – a French manufacturer of luxury goods with a global footprint and
                 active also in luxury jewellery.
        (h)      Damiani – an Italian manufacture of luxury jewellery and watches active
                 globally.
        (i)      Messika – a luxury boutique jeweller founded in 2005 in Paris, which has
                 since expanded internationally.
        (j)      Asian luxury jewellery groups such as Chow Tai Fook, Lao Feng Xiang,
                 Laomiao, Chow Sang Sang and Luk Fook. However, the activities of these
                 groups seem to be focused on Asia and North America.
(154) The feedback from the Commission’s market investigation also suggests that the
        merged entity will continue facing competition from several competitors active in
        the production and supply of luxury jewellery. In effect, a majority of competitors
        responding to the Commission’s market investigation view the level of competition
        in luxury branded jewellery as well as luxury branded diamond jewellery as very
        competitive. Moreover, a strong majority of competitors consider the luxury branded
        bridal and engagement jewellery market/segment to be very competitive.160
(155) The customers’ feedback echoes that of the competitors. A predominant number of
        customers expressing a view stated that luxury branded jewellery, luxury branded
        diamond jewellery as well as luxury branded bridal and engagement jewellery are
        very competitive markets.161
(156) The feedback from the market investigation is also in line with market analysts’
        reports. For instance, according to […], the branded jewellery market is fragmented
        […].
Figure 3 – […] analysis of market shares of players active in the branded jewellery
market
                                                   […]
Source: Notifying Party’s submission of 13 December 2019, “[…]“, slide 11.
(157) Therefore, the Commission’s market investigation and the evidence available to it
        confirmed that there would remain numerous competitors, including international
        luxury brands, independent jewellery houses and artisan boutique jewellers that may
        constrain the merged entity post-Transaction. Moreover, unbranded luxury jewellery
        producers may also exercise some level of competitive constraint on the merged
        entity, at least in certain segments.
160     Questionnaire to competitors, question 35.
161     Questionnaire to customers, question 37.
                                                       33
 ---pagebreak--- (158) Fourth, customers will retain a number of alternatives available post-
      Transaction.
(159) In its market investigation, the Commission also verified whether the end customers,
      i.e. consumers, of luxury jewellery would have a sufficient number of comparable
      alternatives available post-Transaction. The feedback from market participants on
      this point was very clear. All competitors and an overwhelming majority of
      customers that expressed a view submitted that consumers would have access to a
      sufficient number of comparable alternatives of luxury jewellery products to those
      offered by the Parties post-Transaction.162
(160) One competitor explained: “Consumers of luxury branded jewellery will have a
      sufficient number of (comparable) alternatives available post-Transaction: (i) [t]he
      market in which luxury branded jewellery is sold is very fragmented, as such a
      multitude of brands are, and will remain, available to consumers; (ii) LVMH being a
      house of brands, and Tiffany being a brand with strong consumer appeal worldwide,
      it is to be expected that LVMH will retain Tiffany’s own brand identity and product
      development process post-Transaction, and hence will be able to continue delivering
      quality and innovative products to its consumers.”163 Another competitor added:
      “Other players in the jewellery and watch markets like the brands belonging to the
      groups Richemont and Kering are able to compete with LVMH.”164
(161) In addition, a customer active in department store retail stated: “There is so much
      consumer choice across the jewellery and watch sectors, including within the luxury
      groups - i.e. brands within LVMH and Richemont groups all offer distinct collections
      for their clients, despite being within the same overall group.”165 In effect, different
      sources converge to also highlight the competitive nature of the relationships
      between brands belonging to the same group.166
(162) Therefore, based on the results of the Commission’s market investigation, consumers
      will likely retain access to a sufficient number of comparable alternatives post-
      Transaction.
(163) Fifth, in the past three years, several new competitors entered the market(s) for
      luxury jewellery in different segments and new players are likely to enter over
      the next three years.
(164) As regards barriers to entry, the majority of competitors that expressed a view
      consider there to be moderate barriers to entry or expansion in branded luxury
      jewellery.167
(165) As one competitor explained: “There are two main difficulties: [(i)] [t]he know how
      needed to be acquired in order to manufacture internally the products. Nevertheless,
      as already indicated contract manufacturing is always available (with the
162   Questionnaire to competitors, question 36; questionnaire to customers, question 38.
163   Questionnaire to competitors, question 36.1.
164   Questionnaire to competitors, question 36.1.
165   Questionnaire to customers, question 38.1.
166   See, e.g., Form CO, paragraph 7.63 and minutes of a call with a customer, 13 October 2020.
167   Questionnaire to competitors, question 38.
                                                       34
 ---pagebreak---       constraints identified […]); [(ii)] [t]he brand image and notoriety in order to be
      perceived as a luxury player.”168
(166) A different competitor noted that “[…] it is difficult for a supplier to enter/expand
      into the luxury branded jewellery market. It is a long-term strategy that requires
      time and investment. […] luxury jewellery require notably technicality, experts and
      know-how.”169
(167) On the other hand, another competitor’s view was that the barriers to entry in general
      were low, but the barriers to expand and grow globally remained relatively high:
      “Barriers to enter into the luxury branded jewellery sector are generally low – and
      have become even lower with the increase of e-commerce, digital marketing and
      social media. However, barriers to expand and grow globally remain relatively high,
      such as: [(i)] [b]uilding a strong brand equity – this takes time and investment
      behind communication and promotion; [(ii)] [d]eveloping a presence at retail, in the
      right locations, through own stores or through franchise, and wholesale distribution;
      [(iii)] [b]uilding an international presence, either through physical store locations,
      websites or both; [(iv)] [h]aving access to the right raw materials and product
      development capabilities with global and aspirational appeal.”170
(168) From a customer perspective, however, the barriers to entry are high. An
      overwhelming majority of those expressing a view consider there to be high barriers
      to entry or expansion in branded luxury jewellery.171
(169) A customer active in duty free retail noted that “history, brand recognition,
      craftsmanship, retail network and available capital” are the pre-requisites necessary
      for a company to establish itself in the branded luxury jewellery market.172 Another
      customer commented: “[d]epending [on] the brand history for each segment a
      certain legitimacy needs to be developed and this can take decades.”173
(170) Nevertheless, despite the perception of moderate to high barriers of entry or
      expansion to the branded luxury jewellery market, an overwhelming majority of both
      customers and competitors responding to the Commission’s market investigation
      confirmed that there has been an entry of new suppliers in branded luxury jewellery
      over the last three years.174
(171) One competitor provided an extensive list of recent entrants into luxury branded
      jewellery, luxury branded diamond jewellery and luxury branded bridal and
      engagement jewellery, including CELINE, KOVA Jewels, Maison Dauphin, Dolce
      & Gabbana, Gucci, Vashi, Milamore, Prounis, Katkim, Maison coco and
      Auverture.175
168   Questionnaire to competitors, question 38.1.
169   Questionnaire to competitors, question 38.1.
170   Questionnaire to competitors, question 38.1.
171   Questionnaire to customers, question 40.
172   Questionnaire to customers, question 40.1.
173   Questionnaire to customers, question 40.1.
174   Questionnaire to competitors, question 39; questionnaire to customers, question 41.
175   Questionnaire to competitors, question 39.1.
                                                       35
 ---pagebreak--- (172) According to another competitor, Prada, Gucci and Giorgio Armani also entered the
      luxury jewellery segment (including diamond jewellery) in the last three years.176
(173) Customers also identified a number of new entrants in luxury jewellery, mainly
      Messika, Gucci, and Maria Tash. One customer active in department store retail
      noted that they have stocked a number of new brands over the last three years, such
      as Fred and Eera in luxury jewellery.177
(174) As regards expected entry of new suppliers in luxury jewellery, an overwhelming
      majority of customers as well as competitors are of the view that there will be new
      suppliers entering the branded luxury jewellery market over the next three years.
      Similarly, a majority of competitors expect an entry of new suppliers in the luxury
      branded diamond jewellery as well as the luxury branded bridal and engagement
      jewellery. The majority of customers also expect entry of new suppliers in the luxury
      branded bridal and engagement jewellery segment in the next three years.178
(175) One competitor explained: “Certain consumers of luxury jewellery increasingly
      prefer personalization, customization, distinctiveness and a closer relationship with
      the jeweller. Given the accessibility of social media and online channel distribution,
      barriers to entry for luxury jewellery are lower. As such, and given the highly
      competitive nature of luxury retail, [the company] anticipates that there will be new
      suppliers in each of the three categories crossed above in the next three years. In
      addition, fashion brands that already have a fashion jewellery offer will likely extend
      their range to fine jewellery. However, [the company] is currently unable to
      specifically identify new entrants.”179
(176) A customer active in department store retail noted: “Based again on [the company]
      only, we anticipate that additions will be made in luxury jewellery, whereas the
      watches and diamond/bridal jewellery portfolios are more established and unlikely
      to change.”180
(177) Thus, even though the market participants view the barriers to entry and expansion
      to be moderate to high, there is evidence that several new players did enter the
      luxury jewellery market in the last three years and that more players are expected to
      enter in the course of the next three years.
(178) Therefore, in addition to being constrained by competitors already active in the
      luxury jewellery industry today, the merged entity is also likely to face competition
      from recent new entrants and additional new players expected to enter the market in
      the next three years.
(179) Sixth, the market investigation confirmed that the Transaction is unlikely to
      lead to harmful effects on prices, innovation, choice, and other factors.
(180) As regards the potential impact of the Transaction in the EEA or a particular
      Member State, market participants expect the Transaction to have a neutral impact as
176   Questionnaire to competitors, question 39.1.
177   Questionnaire to customers, question 41.1.
178   Questionnaire to competitors, question 40; questionnaire to customers, question 42.
179   Questionnaire to competitors, question 40.1.
180   Questionnaire to customers, question 42.1.
                                                       36
 ---pagebreak---       regards the prices, quality, choice and innovation in the branded luxury jewellery
      market and its sub-segments.
(181) More specifically, an overwhelming majority of competitors see the potential impact
      on prices of branded luxury jewellery as neutral, and a majority of competitors
      expect a neutral impact also on quality, choice and innovation in branded luxury
      jewellery.181 One competitor noted that the Transaction “will in any case not affect
      (or only marginally) the EEA market for luxury branded jewellery which will remain
      highly competitive post-transaction.”182
(182) Customers echo the same view. An overwhelming majority of customers that
      expressed a view expect a neutral impact on prices and quality of branded luxury
      jewellery and a majority of customer respondents who expressed a view also view
      the potential impact on choice and innovation in branded luxury jewellery as
      neutral.183
(183) Moreover, a majority of competitors and a majority of customers also do not expect
      the Transaction to have any impact on their company regarding the procurement and
      sale (customers), and production and supply (competitors) of luxury goods,
      including luxury jewellery.184
(184) On balance, the market investigation confirmed that the impact of the Transaction on
      branded luxury jewellery market(s) in the EEA and the Member States will be
      neutral. Moreover, the majority of competitors and customers do not expect the
      Transaction to have an impact on their company’s business in luxury goods,
      including luxury jewellery. Therefore, the majority of market participants do not
      think the Transaction would lead to a negative impact as regards prices, quality,
      choice, and innovation with respect to luxury jewellery. In fact, some market
      participants expect an increase in innovation, choice and quality of luxury jewellery
      post-Transaction.
(185) Finally, the assessment set forth in this Section 5.3.2 also applies to the plausible
      affected markets in the UK.
(186) As regards the plausible affected markets in the UK listed in paragraph (127), the
      market investigation did not reveal evidence suggesting that the competitive
      conditions in the UK are appreciably different from the rest of Europe or the EEA.
(187) In the first place, the market investigation showed that a majority of competitors and
      customers considered the competitive conditions in terms of suppliers, brands, prices
      and other factors to be generally the same across the world.185 A UK-based customer
      explained: “Luxury brands tend to operate globally and therefore generally align
      their prices globally, so there is parity across different markets, given the
      international nature of the luxury consumer. Whilst there may be minor trend
181   Questionnaire to competitors, question 52.
182   Questionnaire to competitors, question 52.1.
183   Questionnaire to customers, question 54.
184   Questionnaire to competitors, question 50; questionnaire to customers, question 52.
185   Questionnaire to competitors, question 23; questionnaire to customers, question 25.
                                                       37
 ---pagebreak---       differences by market, luxury brands tend to create homogeneity of range across all
      markets.”186
(188) In the second place, a majority of competitors and customers did not observe
      different consumer preferences regarding luxury jewellery across countries within
      the EEA, including the UK.187 As one competitor explained: “In contrast with world
      regions, it is difficult to identify different consumer preferences across countries
      within the EEA.”188
(189) In the third place, the combined market shares of the Parties in the UK in the various
      affected price segments do not suggest that the Transaction will enable the Parties to
      gain or strengthen market power (combined market shares of the Parties are only
      slightly above 20%, each Party having about [10-20]% in each of the segments
      except for jewellery under EUR 600, where the combined market share of the Parties
      is [30-40]%, but with a small increment of [0-5]%). On the contrary, market shares
      suggest that between [70-80]-[80-90]% of the respective segments is covered by the
      offering of other players. Thus, the merged entity will be constrained in the UK by
      other luxury jewellery suppliers, including large international groups, local players,
      as well as independent artisan jewellers.
(190) In the fourth place, UK-based customers confirmed that a sufficient number of
      comparable alternative luxury jewellery suppliers would remain available to
      consumers post-Transaction. One UK-based customer stated: “There is so much
      consumer choice across the jewellery and watch sectors, including within the luxury
      groups - i.e. brands within LVMH and Richemont groups all offer distinct collections
      for their clients, despite being within the same overall group.”, while another UK-
      based customer commented: “We believe that the market will remain competitive.”189
(191) Moreover, UK department stores also seem to add new brands to their portfolio of
      luxury jewellery as new players enter the market. One department store active in the
      UK explained: “Specifically in relation to new brands that we have stocked at [the
      company] over the last three years, we have introduced small new brands into […]
      the luxury jewellery department, including FRED and Eera.”190 UK customers also
      expect the entry of new players in the next three years. One department store
      explained: “[…] we anticipate that additions will be made in luxury jewellery
      […].”191
(192) Finally, as regards the potential impact of the Transaction in the EEA or a particular
      Member State, including the UK as a former Member State, the market participants
      expect the Transaction to have a neutral impact as regards the prices, quality, choice
      and innovation in the branded luxury jewellery market and its sub-segments.192 None
      of the respondents singled out the UK as a country where the Transaction could have
      a negative impact.
186   Questionnaire to customers, question 25.1.
187   Questionnaire to competitors, question 28.2; questionnaire to customers, question 30.2.
188   Questionnaire to competitors, question 28.2.
189   Questionnaire to customers, question 38.1.
190   Questionnaire to customers, question 41.1.
191   Questionnaire to customers, question 42 and 42.1.
192   Questionnaire to competitors, question 52; questionnaire to customers, question 54.
                                                       38
 ---pagebreak--- 5.3.3. Conclusion on horizontal non-coordinated effects
(193) Based on the considerations presented in paragraphs (92) - (96), (109) - (110),
       (123) - (192) and in view of the results of the market investigation and of all
       evidence available to it, the Commission considers that the Transaction under any
       plausible market definition is unlikely to significantly impede effective competition
       in the internal market or in the EEA, in particular as a result of the creation or
       strengthening of a dominant position, with respect to horizontal non-coordinated
       effects under any plausible market definition.
5.4.   Horizontal coordinated effects
5.4.1. The Notifying Party’s view
(194) The Notifying Party submits that the Transaction will not give rise to coordinated
       effects in the branded luxury jewellery market due to the following reasons.
(195) First, according to the Notifying Party, there is no evidence of coordination currently
       at play in the luxury jewellery segment. At the outset, LVMH does not currently
       enable coordination of its own Maisons selling luxury jewellery. If such coordination
       was possible and profitable, LVMH would have every incentive to ensure such
       coordination within LVMH. The fact that it does not highlights the lack of incentives
       to coordinate in the luxury jewellery segment.193
(196) Second, the Notifying Party argues that there is no evidence that Tiffany plays a
       significant role in disrupting potential coordination between LVMH and other large
       competitors such as, e.g., Richemont currently, such that its removal as a stand-alone
       competitor would allow coordinated effects to arise.194
(197) Third, the Notifying Party submits that the luxury jewellery segment is not prone to
       coordination as it is characterised by low concentration, a high number of
       asymmetric competitors, strong competition across many non-price factors. The
       Transaction will not change any of these features of the luxury jewellery segment.195
(198) Fourth, according to the Notifying Party, post-Transaction, large luxury jewellery
       groups will continue to be heavily constrained by the broad range of branded and
       unbranded luxury jewellery competitors.196
(199) Fifth, according to the Notifying Party, post-Transaction, the substantial
       heterogeneity in the product offerings across luxury jewellery firms, along with very
       low levels of price transparency and substantial competition across a number of non-
       price dimensions would render any attempt to monitor a coordinated outcome
       impossible.197
193    Form CO, paragraph 7.131.
194    Form CO, paragraph 7.131.
195    Form CO, paragraph 7.131.
196    Form CO, paragraph 7.131.
197    Form CO, paragraph 7.131.
                                                 39
 ---pagebreak--- (200) Sixth, the Notifying Party submits that post-Transaction, deviation from a
       hypothetical coordinated outcome would be profitable and any punishment for such
       deviation would cause substantial long-term harm to the retaliating firm.198
5.4.2. The Commission’s assessment of horizontal coordinated effects
(201) The Commission finds that the Transaction does not raise serious doubts in relation
       to coordinated effects because of the following reasons.
(202) First, the Commission did not come across evidence of existing coordination in
       luxury jewellery pre-Transaction.
(203) Second, the increment brought about by the Transaction in luxury jewellery and its
       sub-segments does not seem to suggest that the structure of the market would change
       to an appreciable extent as a result of the Transaction, so as to change the incentives
       of LVMH. A customer responding to the Commission’s market investigation noted
       that LVMH had not engaged in coordination following their (numerous) past
       acquisitions. Therefore, that customer does not expect the current Transaction to
       enable or facilitate upward pricing coordination.199
(204) Third, the luxury jewellery market consists of differentiated products where, in
       addition to different prices, the products also differ in their characteristics, precious
       metals and stones used, quality, design, as well as brand image. As explained by a
       competitor, “[p]ricing for luxury branded jewellery lies in the emotional value that
       the product has for the consumer, mostly a factor of the brand equity and image built
       up over time.”200 As acknowledged by the Horizontal Merger Guidelines, reaching
       the terms of coordination in differentiated product markets is more difficult than in
       markets with homogeneous products.201
(205) Fourth, the market investigation showed that while customers consider retail prices
       to be transparent in the luxury branded jewellery industry, competitors’ view is more
       nuanced.202 One competitor explained: “Retail prices are fairly transparent,
       especially with the development of e-commerce. Wholesale prices are not
       transparent as they are only known by the brand and its customer(s).”203Moreover,
       even with respect to retail prices of luxury jewellery, one competitor noted that
       “many times, prices are communicated upon request only to potential customers”
       and another competitor added that prices are transparent for “product categories with
       comparable and generic design, not for unique design collections.”204
(206) In addition, an overwhelming majority of customers expressing a view do not
       consider there to be pricing benchmarks/reference points used by suppliers across the
       luxury branded jewellery industry.205 The competitor’s feedback was less clear, but
       one competitor noted “The prices of precious metals and stones used to manufacture
198    Form CO, paragraph 7.131.
199    Questionnaire to customers, question 47.1.
200    Questionnaire to competitors, question 45.1.
201    Horizontal Merger Guidelines, paragraph 45.
202    Questionnaire to customers, question 46; questionnaire to competitors, question 44.
203    Questionnaire to competitors, question 44.1.
204    Questionnaire to competitors, question 44.1.
205    Questionnaire to customers, question 45.
                                                       40
 ---pagebreak---        luxury jewellery constitute obvious reference points for the pricing of jewellery
       pieces.”206
(207) Finally, an overwhelming majority of customers and competitors expressing a view
       in response to the market investigation dismissed the possibility that the Transaction
       could change the structure of the luxury branded jewellery industry so as to enable or
       facilitate upward pricing coordination between (the main) suppliers.207
5.4.3. Conclusion on horizontal coordinated effects
(208) Based on the considerations presented in paragraphs (201) - (207) and in light of the
       results of the market investigation and of all evidence available to it, the
       Commission considers that, the Transaction is unlikely to significantly impede
       effective competition in the internal market or in the EEA, in particular as a result of
       the creation or strengthening of a dominant position, with respect to horizontal
       coordinated effects under any plausible market definition.
5.5.   Non-horizontal effects
(209) As stated in Section 5.2.3 (Non-horizontal overlaps), the Transaction gives rise to
       limited vertical relations between LVMH’s retail activities (travel retail and
       department stores) and Tiffany’s manufacture and wholesale supply of luxury
       jewellery and watches, in particular. Based on the market shares submitted by the
       Parties and discussed in Section 5.2.4, none of these relations gives rise to affected
       markets.
(210) Nonetheless, LVMH is one of the worldwide leaders in the supply of luxury goods
       overall, including watches and jewellery, with renowned brands such as Bulgari,
       Fred, Chaumet, Repossi, TAG Heuer, Zenith, Hublot, Louis Vuitton and Christian
       Dior. Moreover, the Transaction will enable LVMH to acquire an additional sizeable
       and iconic independent jewellery brand. Hence, the merged entity will control a
       large portfolio of successful and sought after luxury brands translating into a
       significant market position, especially towards certain intermediate customer groups
       including, e.g., independent retailers such as department stores.208
5.5.1. The Notifying Party’s view
(211) The Notifying Party submits that the merged entity will have no ability to engage in
       input foreclosure.209 Tiffany represents a limited share of sales of luxury goods
       overall and luxury jewellery in particular, with shares below [10-20]% globally and
       in the EEA. Moreover, there are numerous other players, e.g. Richemont and Kering,
       to which retailers could turn to if the Notifying Party were to foreclose access to
       Tiffany products. The Notifying Party further submits that is has no incentive to
       engage in input foreclosure – on the contrary, LVMH will be incentivised to grow
206    Questionnaire to competitors, question 43.
207    Questionnaire to competitors, question 45; questionnaire to customers, question 47.
208    In its response to the pre-notification Request for Information 3 of 28 August 2020, the Notifying
       Party submitted that ‘[…].’ However, the Commission has collected data from a number of
       department stores pointing to shares of sales by LVMH and Tiffany that are materially higher than
       their overall market share.
209    Form CO, paragraph 7.136.
                                                        41
 ---pagebreak---        the successful and profitable Tiffany business, including through sales to competing
       retails (as it is the case for other LVMH brands).
(212) Likewise, the Notifying Party submits that the merged entity will have no ability or
       incentive to engage in customer foreclosure.210 The fact that LVMH may potentially
       purchase more Tiffany products will not restrict competing luxury companies’
       access to an important customer, pushing them out from the retail segment. LVMH’s
       sales of third party luxury jewellery at the retail level, amounting to around EUR […]
       globally and EUR […] in the EEA, represent less than [0-5]% of the total luxury
       jewellery segment size globally, and less than [0-5]% in the EEA. Thus, LVMH does
       not constitute an essential route to market for suppliers of luxury jewellery, whether
       globally or in the EEA.
(213) In addition, LVMH submits that it would have no incentive to foreclose its upstream
       or downstream competitors post-merger because the presence of multiple competing
       products/brands at independent retailer points of sales is a factor contributing to its
       own sales as it ensures consumer attractiveness and generates traffic.211 In that
       respect, LVMH represents that its department store Le Bon Marché offers a large
       selection of non-LVMH brands, with around […]% of Le Bon Marché’s luxury
       jewellery revenue in 2019 originating from non-LVMH brands. Moreover, the
       increment brought about by the Transaction is small and Tiffany is not a must have
       product in the offering of department stores.
(214)   Finally, the Notifying Party submits that there is no scope for any conglomerate
       concerns resulting from the Transaction because the Parties’ products are
       substitutable with, not complementary to, one another, LVMH would not have the
       ability or incentive to bundle or tie products, and LVMH has no history of
       implementing bundling or tying strategies.212
5.5.2. The Commission’s assessment
(215) Over the course of the market investigation, the Commission investigated in
       particular possible non-horizontal effects arising from deteriorations in supply
       conditions of LVMH’s brands (including Tiffany) to competing retailers and a
       related risk of LVMH leveraging the strength of its brand portfolio in, e.g.,
       negotiating commission rates and brand positioning.
(216) Concerns emerged over the course of the market investigation about a risk of
       foreclosure arising from LVMH’s increased market position and a possible change in
       incentives towards independent retailers, as follows:213
       (a)      the proposed acquisition will further strengthen LVMH’s position and affect
                independent retailers’ ability to freely decide on the brand offering available
                in their retail stores due to the centralisation of price and assortment
                negotiations, including beyond the jewellery/watches category, leading to an
210    Form CO, paragraph 7.137.
211    Form CO, paragraph 7.155.
212    Form CO, paragraphs 7.148 – 7.170.
213    Non-confidential version of the observations submitted by an independent retailer on 28 August 2020.
       Non-confidential version of the minutes of a call of 1 September 2020 with this independent retailer.
                                                         42
 ---pagebreak---                 overrepresentation of LVMH brands to the detriment of independent houses
                and a corollary limitation of customer choice; and
        (b)     a weakening of independent retailers’ competitive position vis-à-vis LVMH
                retail arm due to pressures exercised at the level of the financial conditions
                available from LVMH for the supply of luxury jewellery and other luxury
                products, enabled by exchanges of information among LVMH supply and
                retail businesses and centralised negotiations across brands.
(217) The remainder of this section assesses successively the ability and incentives of
        LVMH to engage into such foreclosure strategies, and the likely effects thereof.
(218) At the outset, however, the results of the market investigation reveal that, for an
        overwhelming majority of responding customers, the Transaction will not give
        LVMH the ability and incentive to restrict competing retailers’ access to Tiffany and
        other LVMH luxury branded jewellery products.214 Likewise, a majority of
        consumers considers that the Transaction will not give LVMH the ability and
        incentive to condition/bundle the supply of products of certain of its other luxury
        brands to/with the supply of Tiffany products towards, e.g., retail distribution
        customers.215 Hence, at least at a general level, the outcome of the market
        investigation does not point to a significant risk of non-horizontal effects.
5.5.2.1. Ability to foreclose
(219) In spite of the merged entity’s relatively modest market position in all plausible
        luxury goods and luxury jewellery markets, as apparent from the overall limited
        number of horizontally affected markets, as well as its limited presence in retail
        distribution, a majority of both customers and competitors who responded to the
        Commission’s market investigation finds that LVMH does derive a competitive
        advantage due to its large portfolio of luxury brands,216, notably in terms of brand
        management and negotiating power vis-à-vis third parties, including independent
        retailers.217
(220) For instance, one customer points that through successive brand acquisitions, LVMH
        has been increasing its commercial weight, which it can later benefit from.218
        Another customer explains that its brand portfolio ‘could give LVMH a preference
        for the best locations in department stores for example’.219 Similarly, competitors
        also mention advantages in the form of, e.g., greater negotiating power and point to
        benefits relating to ‘scouting of best locations in shopping malls’.220 Overall, the
        Commission notes that statements conveying concerns gathered over the course of
        the market investigation have originated mainly from either department stores or
        independent brands (brands not belonging to any group).
214     Questionnaire to customers, question 48.
215     Questionnaire to customers, question 51.
216     Questionnaire to customers, question 50 and Questionnaire to competitors, question 48.
217     Questionnaire to customers, question 50.1 and Questionnaire to competitors, question 48.1.
218     Non-confidential version of the minutes of a call of 13 October 2020 with a department stores group.
219     Questionnaire to customers, question 50.1.
220     Questionnaire to competitors, question 48.1.
                                                          43
 ---pagebreak--- (221) However, in practice, it is unclear whether these concerns are current or likely to
      materialise. In particular, independent retailers that expressed concerns generally
      acknowledge that negotiations with LVMH are, in normal circumstances, undertaken
      at the level of each Maison or brand.221 Conversely, instances of cross-branding
      strategies appear to have been relatively limited up until now and it is unclear
      whether and to what extent the Transaction is likely to materially modify this reality,
      in particular given Tiffany’s market position in the EEA. Moreover, data collected
      over the course of the market investigation indicates that, in spite of the group’s size
      and important brand portfolio, commission rates secured by LVMH luxury jewellery
      brands with department stores are not particularly advantageous.222 In contrast, the
      data tends to demonstrate that particularly prestigious and exclusive independent
      brands are capable of securing equally favourable commercial conditions from
      retailers, including from LVMH retail businesses.223
(222) In line with these observations, several submissions of the Notifying Party state that
      the independence of its brands or Maisons lays at the heart of LVMH’s corporate
                    224
      philosophy and that the group’s ‘operating model [is] based in particular on an
      agile decentralized organization which allows and guarantees that each of its
                                                                                                     225
      Maisons stays autonomous and which favours competition between them.’ In
      particular, LVMH’s Universal Registration Document states that ‘[t]he structure and
      operating principles adopted by LVMH ensure that Maisons are both autonomous
      and responsive. As a result, they are able to build close relationships with their
      customers, make fast, effective and appropriate decisions, and motivate Group
      employees for the long term by encouraging them to take an entrepreneurial
      approach.’226 Further, ‘[t]he commercial, distribution, marketing, and other
      strategic decisions of each Maison are defined and implemented at the Maison
             227
      level’.
(223) According to the Notifying Party’s submissions, the group-level involvement is
      limited to generating synergies, which ‘aim at giving each Maison the means to
      support their autonomous development.’228 These synergies relate to ‘[…]’.229
      Importantly, ‘none of the synergies created at Group level involve the LVMH Group
221   Non-confidential version of the observations submitted by an independent retailer on 28 August 2020.
      Non-confidential version of the minutes of a call of 1 September 2020 with this independent retailer.
      Non-confidential version of the minutes of a call of 13 October 2020 with a department stores group.
222   Reply to the Request for Information of 7 October of an independent retailer; Non-confidential
      version of the minutes of a call of 13 October 2020 with a department stores group.
223   Reply to the Request for Information 3 of 25 September 2020; Reply to the Request for Information
      of 7 October of an independent retailer; Non-confidential version of the minutes of a call of
      13 October 2020 with a department stores group.
224   Form CO, paragraph 7.151, Reply to the Request for Information 3 of 25 September 2020 and
      Supplementary Paper for the European Commission submitted by the Notifying Party on
      13 October 2020.
225   Supplementary Paper for the European Commission submitted by the Notifying Party on
      13 October 2020, paragraph 2.1.
226   Supplementary Paper for the European Commission submitted by the Notifying Party on
      13 October 2020, paragraph 2.2.
227   Reply to the Request for Information 3 of 25 September 2020, paragraph 1.4.
228   Supplementary Paper for the European Commission submitted by the Notifying Party on
      13 October 2020, paragraph 2.5.
229   Supplementary Paper for the European Commission submitted by the Notifying Party on
      13 October 2020, paragraph 2.5
                                                        44
 ---pagebreak---       defining or influencing the Maisons’ commercial, distribution, and marketing
      (including retail) strategies.’230
(224) In addition, the Notifying Party explains that the aforementioned independence and
      autonomy of brands within the LVMH group also apply to its retail activities and the
      latter’s relations with the Maisons. In its submissions, LVMH confirms that ‘there is
      no scope for the exchange of confidential information between LVMH’s selective
      distribution businesses and the Maisons engaged in the design, production, and sale
                            231
      of luxury goods’, with such exchanges being contractually prohibited. The
      Notifying Party further submits that also for its own retail activities ‘[n]egotiations
                                                                                             232
      with the Maisons on terms and conditions are (…) made at arms’ length’.
(225) The operational autonomy of the different LVMH brands is confirmed by several
      market participants, including a travel retailer,233 a department stores group,234 as
      well as a competing luxury brands group.235 It appears moreover corroborated by
      data on the different commission rates negotiated by LVMH individual brands with
      different retailers. Even LVMH’s own department store, Le Bon Marché, applies
      different commission rates to individual LVMH brands.236 Thus, as illustrated by the
      example of Bulgari developed in Table 4 - Current commission rates negotiated by
      Bulgari with department stores in the EEA, individual LVMH brands enjoy different
      commercial conditions in dealings with different retailers, without the conditions
      offered by Le Bon Marché automatically being the most favourable ones.
Table 4 - Current commission rates negotiated by Bulgari with department stores in
the EEA237
                                                  […]
(226) Finally, over the course of the market investigation, LVMH produced a recent
      internal group communication reflecting its commitment to a decentralised
      organisational model, referred to as ‘one of the key pillars of the LVMH Group
      business philosophy’, and the operational independence of each Maison, ‘in
      particular with regards to their product, distribution, commercial and marketing
      strategy, so that each one can make the choices they feel right for their business.’238
      That communication also restated the relevant rules prohibiting the exchange of
      ‘product development, communication or commercially sensitive information
      between the Maisons’, including ‘in particular absence of sharing of commercially
      sensitive information between LVMH’s selective retailing Maisons and the other
      LVMH Maisons.’239 It further reiterates the requirements applicable to these selective
230   Supplementary Paper for the European Commission submitted by the Notifying Party on
      13 October 2020, paragraph 2.7.
231   Supplementary Paper for the European Commission submitted by the Notifying Party on
      13 October 2020, paragraph 1.1.
232   Reply to the Request for Information 3 of 25 September 2020, paragraph 5.2.
233   Non-confidential minutes of the call of 29 June 2020 with a travel retailer.
234   Non-confidential minutes of the call of 13 October 2020 with a department stores group.
235   Questionnaire to competitors, question 49.1
236   Reply to the Request for Information 3 of 25 September 2020, paragraph 4.6 (e.g., […]% for Celine
      and […]% for Louis Vuitton).
237   Reply to the Request for Information 3 of 25 September 2020, paragraph 5.4.
238   See Annex to email from LVMH counsel, 15 October 2020.
239   Ibid.
                                                       45
 ---pagebreak---         retailing businesses to preserve the confidentiality of commercially sensitive
        information of non-group clients and to ensure the arms’ length nature of
        negotiations with LVMH’s Maisons.
5.5.2.2. Incentives to foreclose
(227) The Notifying Party submits that its decentralised operational model founded upon
        independence and autonomy of individual Maisons does not result from ‘any legal
        or internal restraint, but because LVMH is convinced that this is the most optimal
        way to structure its operations.’240
(228) This lack of incentive for the Notifying Party to move towards centralisation and
        leverage its group strength is further corroborated by the results of the Commission’s
        market investigation. In particular, as stated in paragraph (218), responding
        customers see no incentive for LVMH to restrict competing retailers’ access to
        Tiffany and other LVMH luxury branded jewellery products post-Transaction241 or
        to condition/bundle the supply of products of certain of its other luxury brands
        to/with the supply of Tiffany products towards e.g. retail distribution customers.242
(229) For instance, when asked about the risk of bundling/tying, one customer states that
        ‘LVMH already owns a strong portfolio of brands and does not apply this
        strategy.’243 Considering the modest presence of Tiffany in Europe, including in
        terms of sales to independent retailers, the Transition is unlikely to change LVMH’s
        incentives and thus alter its current policies.
(230) Similarly, one competitor, while acknowledging a potential ability of LVMH to
        implement bundling/tying strategies and impossibility of excluding a future change
        in its behaviour, notes that ‘LVMH will not have an incentive to do so, due to the
        independent strength of each of its brands.’244
(231) Furthermore, one department stores group also confirms that in normal market
        conditions, maintenance of independence of brands is the strategy that is the most
        beneficial for all parties, i.e. groups, brands and retailers.245 Importantly, this
        department stores group further reports that it does not consider the Transaction to
        endanger its business model, consisting of providing brands with a sales platform
        that is considerably less costly than an own retail network.246 Another department
        stores group also adds that its flagship store is ‘one of the most productive (in terms
        of turnover per square meter) point of sales worldwide for certain brands and a very
        attractive one in terms of brand positioning and image’.247
(232) As for the customer foreclosure concerns, the Notifying Party submits that ‘LVMH’s
        selective retailers would have no incentive to favour LVMH’s Maisons as this would
        undermine their business model which is to present an offer which includes an as
240     Supplementary Paper for the European Commission submitted by the Notifying Party on
        13 October 2020, paragraph 2.9.
241     Questionnaire to consumers, question 48.
242     Questionnaire to consumers, question 51.
243     Questionnaire to consumers, question 51.1.
244     Questionnaire to competitors, question 49.1.
245     Non-confidential version of the minutes of a call of 13 October 2020 with a department stores group.
246     Ibid.
247     Non-confidential version of the minutes of a call of 1 September 2020 with an independent retailer.
                                                          46
 ---pagebreak---          large as possible portfolio of luxury brands with a view to increase their legitimacy,
         traffic drivers and attractiveness.’248
(233) The lack of incentive to limit the range of brands offered by its selective retailing
         Maisons is also reflected in the data submitted by the Notifying Party, demonstrating
         that the majority of LVMH’s own retail businesses’ revenues are generated from
         non-LVMH products.
Table 5 - Selective Retailing Maisons’ % of revenue from non-LVMH products249
                                                            Revenue % from Non-
   Geography          Maison              Product Category
                                                              LVMH Products
WORLDWIDE        DFS               TOTAL                            […]
WORLDWIDE        DFS               FASHION + LEATHER GOODS          […]
WORLDWIDE        DFS               HOME                             […]
WORLDWIDE        DFS               PERFUMES + COSMETICS             […]
WORLDWIDE        DFS               WATCHES + JEWELLERY              […]
EEA              LE BON MARCHE     TOTAL                            […]
EEA              LE BON MARCHE     FASHION + LEATHER GOODS          […]
EEA              LE BON MARCHE     HOME                             […]
EEA              LE BON MARCHE     PERFUMES + COSMETICS             […]
EEA              LE BON MARCHE     WATCHES + JEWELLERY              […]
EEA              DFS               TOTAL                            […]
EEA              DFS               FASHION + LEATHER GOODS          […]
EEA              DFS               HOME                             […]
EEA              DFS               PERFUMES + COSMETICS             […]
EEA              DFS               WATCHES + JEWELLERY              […]
Source:LVMH
5.5.2.3. Effects on competition
(234) While based on the considerations developed in Sections 5.5.2.1 and 5.5.2.2, the
         merged entity will have limited ability and incentive to engage in foreclosure
         strategies, such conduct is unlikely to have material effects on competition due to its
         limited share of sales through department stores and other intermediary customers
         and to the fragmented nature of the industry, as pointed above in the section 5.3 on
         horizontal non-coordinated effects.
5.5.3. Conclusion on non-horizontal effects
(235) Based on the considerations set out in Section 5.5.2 and in view of the results of the
         market investigation and all evidence available to it, the Commission considers that,
         on balance, the Transaction is unlikely to significantly impede effective competition
         in the internal market or in the EEA, in particular as a result of the creation or
         strengthening of a dominant position, with respect to non-horizontal effects.
248      Supplementary Paper for the European Commission submitted by the Notifying Party on
         13 October 2020, paragraph 1.1.
249      Supplementary Paper for the European Commission submitted by the Notifying Party on
         13 October 2020, paragraph 3.17.
                                                         47
 ---pagebreak--- 6.    CONCLUSION
(236) 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
                                             48