CELEX: 32016M7865
Language: en
Date: 2016-01-20 00:00:00
Title: Commission Decision of 20/01/2016 declaring a concentration to be compatible with the common market (Case No COMP/M.7865 - LOV GROUP INVEST / DE AGOSTINI / JV) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 20.01.2016
C(2016) 339 final

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|To the notifying parties                                               |

Dear Sir/Madam,

Subject:    Case M.7865 - Lov Group/ De Agostini/ JV
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1] and Article 57 of the Agreement  on  the  European  Economic
Area[2]

    1) On 7 December 2015, the European Commission (the "Commission") received a notification of a proposed concentration pursuant to  Article  4
       of the Merger Regulation by which Lov Group Invest SAS ("Lov Group", France) and De Agostini S.p.A. ("De Agostini",  Italy)  will  acquire
       within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control of the whole of a joint venture (the "JV"),  by  way
       of contribution of their respective businesses in the production and distribution of audio-visual  content,  namely  Banijay  Holding  SAS
       ("Banijay") and Zodiak Media ("Zodiak Media").[3]

    2) Lov Group and De Agostini are collectively referred to as the "Notifying Parties". Lov Group, De Agostini, Banijay and  Zodiak  Media  are
       collectively referred to as the "Parties".

       THE PARTIES

    3) Lov Group is a holding company owned and control by the French individual Stéphane Courbit.  Lov  Group's  activities  cover  a  range  of
       sectors, including TV production, online gaming, crowdfunding, luxury hotels and energy. Lov Group's operations in the  production  of  TV
       content are carried via its subsidiary Banijay. Banijay creates and produces general entertainment content for TV channel broadcasters  in
       Europe, the United States of America, Australia and New Zealand, and licenses its TV content worldwide. Banijay also operates a celebrity-
       focused news channel called "Non-Stop People" that is aired in France and Spain.

    4) De Agostini is a family-owned private company with global activities in the publishing, media, gaming and finance sectors. Zodiak Media is
       De Agostini's subsidiary active in the production and licensing of general  entertainment  TV  content.  Zodiak  Media  is  active  in  15
       countries and produces digital content for all media platforms, including web and mobile. De Agostini also operates four TV channels  (the
       first focuses on documentary/factual entertainment and the other three are oriented towards children's programming) broadcasted  in  Italy
       only, and has an interest in the Spanish media group Atresmedia.[4]

       THE OPERATION

    5) On 5 November 2015 Lov Group and De Agostini signed a Memorandum of Understanding ("MoU") with the purpose of combining  their  respective
       businesses in the production and licensing of TV content and constituting the JV. The totality of the formats,  all  pre-produced  content
       and the intellectual property rights attached to such content currently held by Banijay and Zodiak Media will also be transferred  to  the
       JV. Lov Group will also contribute to the JV its share in the participative music[5] label My Major Company Group ("MMC  Group")  and  its
       Banijay's TV channel "Non-Stop People". De Agostini, by contrast, will retain its TV channels.

    6) Lov Group and De Agostini will have joint control over the JV. Lov Group and De Agostini will hold respectively 50.1%  and  49.9%  of  the
       shares in the newly created holding company HoldCo, which in turn will control 73.8% of the JV. The remaining 26.2% of the JV will be held
       by Vivendi as a non-controlling minority shareholder.[6] While Lov Group will hold the  majority  of  the  share  capital  of  HoldCo,  De
       Agostini will have a veto right on decisions that are essential for the strategic commercial behaviour of the JV,  in  particular  on  any
       change of the business plan and on significant investments. In addition De Agostini will be involved in the appointment of HoldCo's senior
       management (the Chief Financial Officer will be appointed by mutual agreement between Lov Group and De Agostini and  the  Chief  Operating
       Officer will only be appointed if prior approval of De Agostini is obtained). HoldCo's  board  of  directors  will  be  composed  of  five
       members, three being appointed by Lov Group and two by De Agostini. With a quorum of at least two members of Lov Group and one  member  of
       De Agostini the decisions of the HoldCo's board of directors will be taken by simple majority subject to De Agostini's veto rights.  If  a
       decision is vetoed by De Agostini at the level of the HoldCo board,  it  will  not  be  approved  at  the  level  of  the  JV's  board  of
       directors.[7]

    7) The JV will also be a full-functioning joint-venture. It will have a management entirely dedicated to its day-to-day operations as well as
       sufficient resources including financial, staff and assets in order to conduct its business activities on a  lasting  basis.  It  is  also
       intended to operate on the market for an unlimited period of time.

    8) The proposed transaction, therefore, constitutes a concentration within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation.

       EU DIMENSION

    9) The undertakings concerned have a combined aggregate world-wide turnover[8] of more than EUR 5 000 million (Lov Group: EUR […] million, De
       Agostini: EUR […] million). Each of them has an EU-wide turnover in excess of EUR 250 million (Lov Group: EUR […]  million,  De  Agostini:
       EUR […] million), and they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same  Member  State.
       The notified operation, therefore, has an EU dimension.

       RELEVANT MARKETS

   10) The JV will be active in the production and distribution of audio-visual content mainly in the TV sector. In the past,[9]  the  Commission
       distinguished four different activities in the value chain for TV and audio-visual content: (i) the production of  TV  content;  (ii)  the
       licensing of broadcasting rights relating to TV content; (iii) the wholesale supply of TV channels; and  (iv)  the  retail  supply  of  TV
       services to end customers.

   11) The proposed transaction relates mainly to the activities listed under paragraphs (10)(i) and (ii) above as the business  activities  that
       the Parties contribute to the JV relate to the production of TV content and to  the  licensing  of  broadcasting  rights  relating  to  TV
       content.

1 Production of TV content

1 The Notifying Parties' view

   12) The Notifying Parties submit that on the supply side, TV production companies produce TV content either for internal use on their  own  TV
       channels (if they are vertically integrated), or for supply to third party customers. On the  demand  side,  TV  channel  broadcasters  or
       content aggregators/platform operators can either decide to produce the TV content in-house or source it from a third party TV  production
       company. TV channel broadcasters typically commission the production of tailor-made programmes, made in the local language and with  local
       actors/participants. The production can be based on an original idea or on an international format (e.g. a talent show format).

   13) The Notifying Parties claim that TV production companies face direct and vigorous  competition  from  vertically  integrated  broadcasters
       which produce content in-house as the key decision about how to source  the  content  (in-house  or  externally)  lies  with  broadcasters
       themselves.

   14) The content produced externally by third party production houses can be tailored to the needs of broadcasters on the basis of original  TV
       formats developed by the TV production company or on formats that  it  acquires  from  right  holders  (called  in  general  "commissioned
       production"). In some cases TV production companies can be hired by the TV channel broadcasters to deliver the final TV content based on a
       format owned by a broadcaster (this practice is sometimes referred to as "production-for-hire").

   15) The Notifying Parties submit that no distinction should be made on the basis of the format rights' holder as the services provided  by  TV
       production companies to broadcasters, regardless of who is the holder of the format  rights,  are  never  limited  to  mere  technical  TV
       production services. The Notifying Parties also claim that TV production companies very rarely would make available on a standalone  basis
       a TV format they own so that the content based on this format could be produced by a  broadcaster  itself  or  by  another  TV  production
       company.

   16) The Notifying Parties do not take a firm view on the geographic scope of the market for production of TV content.

2 Commission's precedents

   17) In its recent Liberty Global/Discovery/All3Media and 21st Century Fox/Apollo/JV decisions,  the  Commission  investigated  in  detail  the
       markets for production, licensing and distribution of audio-visual content and distinguished separate markets for  the  production  of  TV
       content on the one hand, and for the licensing of broadcasting rights for TV content on the other hand.

   18) The Commission considered the market for production of TV content to be limited to non-captive TV  production  excluding  the  TV  content
       produced by TV channel broadcasters in-house for direct use in their own TV channels as this content is not offered on the market.[10]

   19) The Commission has previously considered whether a possible segmentation of the TV production  market  into  commissioned  production  and
       supply of production services (production-for-hire) is appropriate but ultimately left the question open in this regard.[11]

   20) The Commission also considered that a broad distinction between the production of TV content for each of films, sports  and  other/general
       entertainment TV content exists[12].

   21) The Commission investigated other possible delineations of the market for the production of TV content such  as  a  distinction  by  genre
       (reality, talk shows, drama, factual entertainment, documentaries, kids' programmes, etc.) or between scripted  and  non-scripted  content
       with scripted TV content being content produced based on an existing script, story or character, while non-scripted TV content is  content
       not based on a script, for example game shows, reality shows and talent shows, ultimately leaving open the question whether  such  further
       segmentation is appropriate.[13]

   22) As regards dividing the market for production of TV content based on exhibition window[14] both in Liberty Global/Discovery/All3Media  and
       in 21st Century Fox/Apollo/JV the Commission concluded that it does not appear necessary to segment  the  market  for  the  production  of
       general entertainment TV content on the basis of the exhibition window where such content is subsequently broadcast.[15]

   23) In its recent decisional practice the Commission considered the market for production of TV content to be national in  scope  or  broader,
       comprising a linguistically homogenous area[16] but left the exact scope of the relevant geographic market open.

3 Results from the market investigation

   24) Respondents to the market investigation indicated that the production of commissioned TV content and the licensing of broadcasting  rights
       for pre-produced content should be considered as separate markets. While some of the TV production companies that responded to the  market
       investigation are active in both the production and the licensing of TV content, the majority of  those  competitors  that  currently  are
       active only in the production of commissioned TV programmes consider they would not be able to start  licensing  pre-produced  TV  content
       within a short timeframe and without incurring significant additional costs.[17] Moreover, from the demand-side,  half  of  the  customers
       that responded to the market investigation consider the production of new TV content and the acquisition of broadcasting rights  for  pre-
       produced TV content to be complementary.[18]

   25) Respondents to the market investigation also confirm the importance of locally produced content to TV broadcasters, and in particular  for
       the "flagship channels" and for public service broadcasters that may even have an obligation to show a certain amount of locally  produced
       content. A majority of respondents consider content produced in the local language of the country where the channel is broadcasted a "must-
       have".[19]

   26) As regards a possible segmentation of the market for production of TV content by type of content, a majority of respondents consider  that
       due to the product characteristics, intended use and costs related to the different types of content, namely: (i) films; (ii)  sport;  and
       (iii) other/general TV content these types of content are rather complementary to one another.[20]

   27) Concerning other possible alternative delineations of the market for TV production, the results of the market investigation suggest  that,
       from a demand-side perspective, a distinction by genre (reality shows, drama, comedy etc.) might be appropriate as  general  entertainment
       TV content of different genres serves different purposes and content of different genres is not  substitutable.[21]  However,  the  market
       investigation did not provide any indication that any of the main suppliers are incapable of producing any type of  general  entertainment
       TV content, suggesting that supply-side substitution exists. Indeed, many of the TV  production  companies  produce  different  types  and
       genres of content, and of those that are only active in one area (either only scripted content, such as drama  or  comedy,  or  only  non-
       scripted content, such as reality shows or talent shows), a clear majority of respondents said they would be able to expand into the other
       area within a short timeframe and without incurring significant additional costs.[22]

   28) A possible distinction between scripted and non-scripted content on the one hand, and according to exhibition window on  the  other  hand,
       has not been supported by respondents to the market investigation. Most customers consider scripted and  non-scripted  TV  content  to  be
       interchangeable while the majority of those TV production companies that are currently active in the production of either only scripted or
       only non-scripted content state they would be able to start producing also non-scripted or scripted content respectively  within  a  short
       timeframe and without incurring significant additional costs.[23]

   29) Finally, a majority of the respondents to the market investigation, both competitors and customers, state that the geographic scope of the
       contracts for the production of commissioned TV content is national.[24]

4 Conclusion

   30) Consistently with its past decisional practice, and in light of the responses to the market investigation, the Commission  considers  that
       the production of TV content and the licensing of broadcasting rights for TV content constitute separate relevant product markets.[25] The
       Commission also considers that a possible segmentation between films, sports and other/general entertainment TV content could  be  applied
       to the market for production of TV content.

   31) The question whether the market for production of general entertainment TV content should be further segmented: (i) by genre; (ii) between
       scripted and non-scripted content; and (iii) between commissioned TV production or TV production-for-hire can, however, be  left  open  as
       the proposed transaction would not give rise to serious doubts as to its compatibility with the  internal  market  under  any  alternative
       delineation of the market.

   32) As regards the geographic scope of the market for the production of general entertainment TV content, in view of  its  previous  decisions
       and of the results of the market investigation, the Commission considers it to be national.

2 Licensing of broadcasting rights for TV content

   33) In the market for licensing of broadcasting rights for TV content, the TV  channel  broadcasters  acquire  broadcasting  rights  for  pre-
       produced (“off-the-shelf”) TV content (e.g. foreign TV series).

1 The Notifying Parties' view

   34) The Notifying Parties do not take a position on the exact product and geographic delineation of the market for licensing  of  broadcasting
       rights for TV content.

2 Commission's precedents

   35) In the recent 21st Century Fox/Apollo/JV decision,[26] the Commission found that broadcasting rights relating to TV content can  be  owned
       either by: (i) the right  holder  of  the  TV  format;  (ii)  the  production  company  that  produced  the  TV  content;  and  (iii)  the
       company/broadcaster that commissioned the production of the TV content, or a combination of any of these three. All  these  categories  of
       right owners constitute the supply-side of the market.

   36) Similar to the TV production market, the demand-side of the market for licensing of broadcasting rights  to  TV  content  consists  of  TV
       channel broadcasters and content aggregation platforms.

   37) Within the market for licensing of broadcasting rights for  TV  content,  the  Commission  has  previously[27]  considered  the  following
       segmentation: (i) by type of content into films, sports and other/general entertainment content; and (ii) by exhibition window into  SVOD,
       TVOD, PPV, first Pay TV window, second Pay TV window, and FTA.

   38) Similarly to the market for production of TV content, the Commission previously considered the market for licensing of broadcasting rights
       to be national in scope or encompassing a broader, linguistically homogenous area.[28]

3 Results from the market investigation

   39) Regarding a possible distinction between broadcasting rights per type of content, a majority of  respondents  consider  films,  sport  and
       general entertainment content as rather complementary because of the difference in the costs related to the acquisition of different types
       of content as well as the intended use of such content.[29]

   40) Concerning a possible segmentation of the market by exhibition window most TV production companies who license broadcasting rights for pre-
       produced TV content confirm that they negotiate and/or sell such broadcasting rights separately for the different exhibition windows.[30]

   41) Lastly, a majority of respondents (both customers and competitors) consider that the geographic scope of the contracts for  licensing  and
       acquisition of broadcasting rights for pre-produced TV content is in general either national or encompassing the Nordic countries.[31]

4 Conclusion

   42) Consistently with its past decisional practice, and in light of the responses to the market investigation, the Commission  considers  that
       the relevant market for the assessment of the proposed transaction is the market for the licensing of broadcasting rights for TV content.

   43) The question whether the market for the licensing of broadcasting rights for TV content should be further segmented by type of content  or
       by exhibition window can be left open as the proposed transaction would not give rise to serious doubts as to its compatibility  with  the
       internal market under any possible sub-segmentation of the relevant market.

   44) As regards the geographic scope of the market for licensing of broadcasting rights for TV content, in view of its previous  decisions  and
       of the results of the market investigation, the Commission considers it to be either national or encompassing  a  broader,  linguistically
       homogenous area.

       COMPETITIVE ASSESSMENT

   45) The proposed transaction gives rise to horizontal overlaps between the activities of Banijay and Zodiak Media  in  the  production  of  TV
       content and in the licensing of TV content in several national markets: Belgium, Demark, Finland, France, Italy, Norway, Poland, Spain and
       Sweden.

   46) Irrespective of any possible segmentation as discussed in paragraphs (19), (21)[32], (22) and (37), the Parties' combined  share  in  2014
       was, however, below 20% in all these national markets, with two exceptions: (i) the market for production of TV content (excluding captive
       supply) in Denmark; and (ii) the market for production of TV content (excluding captive supply) in Norway.[33]

   47) The proposed transaction also gives rise to vertical relationships between the JV's activities in  the  production  and  licensing  of  TV
       content (upstream), and the JV's and De Agostini's TV channel broadcasting activities in France, Italy and Spain (downstream). However, no
       vertically affected markets would arise in any of these three Member States. These vertical links are, therefore, not assessed further  in
       this decision.

1 Horizontal assessment

   48) On the basis of the data provided by the Notifying Parties, in 2014, the combined share of the Parties in the  market  for  production  of
       general entertainment TV content (excluding captive supply) in Denmark amounted to [30-40]% by  revenues.  The  remaining  suppliers  with
       shares by revenues above 5% would be Endemol Shine ([30-40]%), Fremantle Media ([10-20]%), and Eyeworks ([5-10]%). Other competitors  with
       shares below 5% include among others Monday Media, Miso Films and Koncern TV Impact.

   49) In Norway, in 2014 the combined share of the Parties in the market for production of general entertainment TV content  (excluding  captive
       supply) amounted to [20-30]% by revenues. The remaining suppliers with shares by revenues above 5% would be Endemol Shine ([20-30]%), Nice
       Entertainment ([20-30]%) and Eyeworks ([5-10]%). Smaller competitors in Norway include also Feelgood Scene Film and Seefood TV.

1 The Notifying Parties' view

   50) As regards a possible segmentation by genre and between scripted and non-scripted  content,  market  shares  submitted  by  the  Notifying
       Parties in each of these possible segments do not vary significantly from the market shares in the overall markets for the  production  of
       general entertainment TV content (excluding captive supply) in Denmark and Norway. As regards a possible segmentation between commissioned
       TV production and TV production for hire, the Notifying Parties submit that neither  Banijay  nor  Zodiak  Media  is  present  in  the  TV
       production for hiring segment as their role in the production of a programme always goes beyond the provision of mere technical support as
       they are highly involved in the design and conception of the finished programme.

   51) The Notifying Parties further submit that market shares are an inadequate proxy to measure market power in the market  for  production  of
       general entertainment content in view of the market share variations from one year to the next. According to the Notifying  Parties,  such
       variations can be the result of wins and losses of contracts for large productions. For example, between 2013 and 2014, the market  shares
       of Banijay increased in Denmark from [10-20]% to [10-20]% after the launch of two new shows, while in Norway the  market  share  decreased
       from [10-20]% to [5-10]% after two productions where stopped after one season.

2 Results from the market investigation

   52) Broadcasters that responded to the market investigation confirm that the proportion of TV content they source from each external  producer
       can vary significantly from year to year. They explain that the TV production companies regularly pitch new ideas, that broadcasters  also
       actively approach the TV production companies looking in their search for new attractive content, and that switching is easy.

   53) A majority of the respondents to the market investigation also consider that, pre-merger, Banijay and Zodiak Media are  close  competitors
       in the production of TV content in Denmark and Norway, pointing to the fact that both companies produce TV content in the same genres  and
       are both part of international groups.[34]

   54) Moreover, a clear majority of the TV channel broadcasters that responded to the market  investigation  consider  that  there  will  remain
       sufficient number of alternative suppliers for TV content in both Norway and Denmark after the merger.[35] A clear majority of respondents
       to the market investigation in both Norway and Denmark also stated that it easy to switch supplier of TV content[36]

   55) As regards market entry, a large majority of respondents stated that it is easy to enter the market as a producer of TV  content.[37]  The
       entry that is observed in the market is from creative individuals who leave the large TV production companies in which they used  to  work
       and start their own companies. Broadcasters explained that it is the individuals and their creativity that are important, not the  company
       they represent, and that for a new player with no reputation or proven track record, entry is more difficult.

   56) Finally, none of the respondents to the market investigation raised any substantiated concerns about the proposed transaction. None of the
       responding customers expected the proposed transaction to have any negative effects on their business.[38] A few  competitors  pointed  to
       the increased horizontal consolidation and the creation of a strong player, but the majority of the competitors said  the  impact  of  the
       proposed transaction on the Danish and Norwegian TV market would be neutral.[39]

2 Conclusion

   57) In light of the above, in particular the fact that TV  channel  broadcasters  can  switch  suppliers  relatively  easily,  the  Commission
       considers that the proposed transaction does not give rise to serious doubts as to its computability with the internal market as a  result
       of horizontal anti-competitive effects.

       CONCLUSION

   58) For the above reasons, the European Commission has decided not to oppose the notified operation and to  declare  it  compatible  with  the
       internal market and with the EEA Agreement. This decision is adopted in application of  Article  6(1)(b)  of  the  Merger  Regulation  and
       Article 57 of the EEA Agreement.

For the Commission
(Signed)
Margrethe VESTAGER
Member of the Commission
-----------------------
[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 C413, 12.12.2015, p.14.

[4]   De Agostini holds jointly with Spanish publishing and media group Planeta Corporación S.R.L 41.7% of the voting rights  in  Atresmedia  via
the investment vehicle Grupo Planeta-De Agostini. For the purposes of this decision, it is not necessary to conclude  on  whether  De  Agostini's
stake in Atresmedia is such to confer upon De Agostini sole or joint control over the company (see also footnote 33).

[5]   The MMC Group raises funds for the production of artists' music through web-based donations and those artists who collect sufficient  funds
from these donations then record their music through the MMC Group.

[6]   Vivendi will have no rights granting it decisive influence over the activities of the  JV.  In  particular,  the  veto  rights  granted  to
Vivendi do not relate to strategic decisions of the JV and do not go beyond the  veto  rights  normally  accorded  to  minority  shareholders  to
protect their financial interests as investors in the JV.

[7]   The JV's board of directors will be composed of ten members: five members appointed by Lov Group (including Stéphane  Courbit  as  chairman
with a casting vote), three members appointed by De Agostini and two members by Vivendi.

[8]   Turnover calculated in accordance with Article 5 of the Merger Regulation.

[9]   Commission decision of 16 September 2014 in Case M.7282 – Liberty Global/Discovery/All3Media and Commission decision of 9 October  2014  in
Case M.7360 – 21st Century Fox/Apollo/JV.

[10]  Commission decision of 16 September 2014 in Case M.7282 – Liberty Global/Discovery/All3Media, paragraph 32 and  Commission  decision  of  9
October 2014 in Case M.7360 – 21st Century Fox/Apollo/JV, paragraph 37.

[11]  Commission decision of 16 September 2014 in Case M.7282 – Liberty Global/Discovery/All3Media, paragraphs 40-41; Commission  decision  of  9
October 2014 in Case M.7360 – 21st Century Fox/Apollo/JV, paragraphs 39-40.

[12]  Commission decision of 16 September 2014 in Case M.7282  –  Liberty  Global/Discovery/All3Media,  paragraphs  42  and  44;  and  Commission
decision of 9 October 2014 in Case M.7360 – 21st Century Fox/Apollo/JV, paragraph 43.

[13]  Commission decision of 16 September 2014 in Case M.7282 – Liberty Global/Discovery/All3Media, paragraphs 44-45 and Commission  decision  of
9 October 2014 in Case M.7360 – 21st Century Fox/Apollo/JV, paragraph 44.

[14]  i.e. subscription Video-on-Demand "SVOD", transactional Video-on-Demand "TVOD", Pay per View "PPV", first pay  TV  window,  second  Pay  TV
window, and Free to Air "FTA".

[15]  Commission decision of 16 September 2014 in Case M.7282 – Liberty Global/Discovery/All3Media, paragraph 48 and  Commission  decision  of  9
October 2014 in Case M.7360 – 21st Century Fox/Apollo/JV, paragraph 46.

[16]  Commission decision of 9 October 2014 in Case M.7360 –  21st  Century  Fox/Apollo/JV,  paragraphs  48-50  and  Commission  decision  of  16
September 2014 in Case M.7282 – Liberty Global/Discovery/All3Media, paragraphs 49-51.

[17]  See replies to Questionnaire Q1 to TV production companies of 7 December 2015, question 7.

[18]  See replies to Questionnaire Q2 to TV Broadcasters of 7 December 2015, question 5.

[19]  See replies to Questionnaire Q1 to TV production companies of 7 December 2015, questions 9 and 10.

[20]  See replies to Questionnaire Q2 to TV Broadcasters of 7 December 2015, question 7.

[21]  See replies to Questionnaire Q2 to TV Broadcasters of 7 December 2015, question 8.2.

[22]  See replies to Questionnaire Q1 to TV production companies of 7 December 2015, question 8.

[23]  See replies to Questionnaire Q1 to TV production companies of 7 December 2015, questions 8 and 11, and replies to Questionnaire  Q2  to  TV
Broadcasters of 7 December 2015, question 8.1.

[24]  See replies to Questionnaire Q1 to TV production companies of 7 December 2015, question 12.1 and Questionnaire Q2 to TV Broadcasters  of  7
December 2015, question 9.1.

[25]  For the sake of clarity, the Commission considers that the production of new TV content and the licensing of broadcasting rights  for  pre-
produced TV content are two complementary activities that are positioned at the  same  upstream  market  level  for  the  following  reasons:  as
explained in paragraphs (12) and (36), the demand-side of both TV production and licensing of broadcasting rights for TV content  is  represented
by TV channel broadcasters who seek content to their channels. Likewise, the supply-side of both activities are represented by the TV  production
companies (see paragraphs (12) and (35)). When broadcasters commission the production of new TV content, they usually clear  broadcasting  rights
at the same time and in the same contract concluded with the TV producer. Both the production of TV content and  the  licensing  of  broadcasting
rights for TV content, therefore, stand upstream to the downstream markets where TV channel broadcasters offer their channels to TV  distributors
and end consumers.

[26]  Commission decision in Case M.7360 – 21st Century Fox/Apollo/JV of 9 October 2014, paragraphs 21 and 22.

[27]  Commission decision in Case M.7360 – 21st Century Fox/Apollo/JV of  9  October  2014,  paragraphs  43-47  and  Commission  decision  of  16
September 2014 in Case M.7282 – Liberty Global/Discovery/All3Media, paragraphs 44-45 and 47-48.

[28]  Commission decision in Case M.7360 – 21st Century Fox/Apollo/JV of  9  October  2014,  paragraphs  48-50  and  Commission  decision  of  16
September 2014 in Case M.7282 – Liberty Global/Discovery/All3Media, paragraphs 49-51.

[29]  See Questionnaire Q2 to TV Broadcasters of 7 December 2015, question 7.

[30]  See Questionnaire Q1 to TV production companies of 7 December 2015, question 11.

[31]  See Questionnaire Q2 to TV Broadcasters of 7 December 2015, question 9.2 and Questionnaire Q1 to TV  production  companies  of  7  December
2015, question 12.2.

[32]  For the sake of completeness, the Commission notes that in some possible narrow segments, based on the Notifying Parties'  best  estimates,
the combined market shares of the Parties appear to be slightly above 20%: the production of entertainment/music and of non-scripted  content  in
Finland, and the production of Quiz/gameshows and of non-scripted content in Spain. However, given the limited nature of the Parties'  activities
and the moderate increment brought by the transaction, the Commission considers it not necessary to analyse these markets further.

[33]  For the sake of completeness, the Commission notes that Atresmedia, of which De Agostini indirectly  jointly  holds  41.7%  of  the  voting
rights (see footnote 4), is present as a TV channel broadcaster in Spain. The JV will also be present as a TV channel broadcaster in  Spain  with
the celebrity news channel "Non-Stop People". This channel, however, has an audience share not exceeding [0-5]% in Spain.  Therefore,  given  the
JV's very limited activities, even if De Agostini were to exercise sole or joint control over Atresmedia,  the  proposed  transaction  would  not
give rise to serious doubts resulting from the overlap between the activities of De Agostini and the JV in Spain.

[34]  Commission questionnaire Q1 to TV production companies, question 13, and Commission questionnaire Q2 to TV broadcasters, question 10.

[35]  Commission questionnaire Q2 to TV broadcasters, question 14, and minutes of calls with TV broadcasters.

[36]  Commission questionnaire Q1 to TV production companies, question 15, Commission questionnaire Q2  to  TV  broadcasters,  question  12,  and
minutes of calls with TV broadcasters.

[37]  Commission questionnaire Q1 to TV production companies, question 17, and minutes of calls with TV broadcasters.

[38]  Commission questionnaire Q2 to TV broadcasters, question 15, and minutes of calls with TV broadcasters.

[39]  Commission questionnaire Q1 to TV production companies, question 18.

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 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC)  No  139/2004
 concerning non-disclosure of business secrets and other confidential information.  The  omissions  are  shown  thus  […].  Where  possible  the
 information omitted has been replaced by ranges of figures or a general description.

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