CELEX: 32015M7499
Language: en
Date: 2015-04-20 00:00:00
Title: Commission Decision of 20/04/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7499 - ALTICE / PT PORTUGAL) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 20.4.2015
C(2015) 2674 final

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To the notifying party

Dear Madam(s) and/or Sir(s),

Subject:    Case M.7499 – Altice/PT Portugal
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation  No 139/2004[1]  and  Article  57  of  the
Agreement on the European Economic Area[2]

On 25 February 2015, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation  by
which the undertaking Altice S.A. ("Altice" or the "Notifying Party", Luxembourg), acquires within the meaning of Article 3(1)(b) of  the  Merger
Regulation control of PT Portugal SGPS, S.A. ("PT Portugal", Portugal) by way of  purchase  of  shares  (the  "Transaction").[3]  Altice  and  PT
Portugal are designated hereinafter as the "Parties".

The Parties

Altice is a multinational cable and telecommunications company. In Portugal, Altice operates via two  subsidiaries,  Cabovisão  –  Televisão  por
Cabo S.A. ("Cabovisão") and ONITelecom – Infocomunicações S.A. ("ONI"). Cabovisão provides pay TV, broadband internet access and fixed  telephony
services essentially to residential customers, both on a standalone basis and  as  multiple  play  packages.  ONI  provides  business-to-business
("B2B") telecommunication services and IT services, including cloud and information and communication technology services to business  customers.
Its offers comprise network and fixed telecommunication services including voice, data and fixed internet access services. Neither Cabovisão  nor
ONI provide mobile services.

PT Portugal is a telecommunications and multimedia operator with activities extending across all  telecommunications  segments  in  Portugal.  PT
Portugal offers to residential customers fixed and mobile voice, data services, broadband internet access services, and pay  TV  services,  which
are sold either on a stand-alone basis or as multiple play packages. PT Portugal’s offer for corporate customers includes fixed and mobile  voice
services, data services and IT services, comprising data centre solutions, virtualisation  services,  cloud,  business  outsourcing  process  and
other additional value-added services. PT Portugal is currently controlled by the Brazilian telecom operator Oi S.A. ("Oi").

The Concentration

On 9 December 2014, Altice entered into an agreement with Oi, whereby Altice will acquire sole  control  over  PT  Portugal.[4]  The  Transaction
therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

EU DIMENSION

The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 5 000 million in 2013 (Altice:  EUR  […];  PT  Portugal:
EUR […]). Each of them has a Union-wide turnover in excess of EUR 250 million, but each does not achieve more than two-thirds  of  its  aggregate
Union-wide turnover within one and the same Member State. The notified operation therefore has a Union dimension.

RELEVANT MARKETS

The Parties’ activities overlap in the following markets in Portugal: (i) the market for the retail supply of  fixed  voice  services;  (ii)  the
market for the retail supply of fixed internet access services; (iii) the market for the retail supply of pay  TV  services;  (iv)  the  possible
market for the retail supply of multiple play services; (v) the market for B2B telecommunication services; (vi)  the  market  for  the  wholesale
supply of leased lines; (vii) the wholesale market for call origination services at a fixed location; and (viii) the wholesale  market  for  call
transit services at a fixed location.

The Parties’ activities are also vertically linked as regards a series of markets, which include upstream the wholesale supply  of  TV  channels,
the wholesale markets for fixed and/or mobile voice services (call transit, call origination, call termination, international  roaming)  and  the
wholesale market for leased lines, and downstream the Portuguese retail market for pay TV services, the French and Portuguese retail markets  for
fixed voice and mobile services, the Portuguese retail market for fixed internet access services and the  Portuguese  retail  market  for  leased
lines.[5]

1 Retail markets

1 Retail supply of fixed voice services

1 Product market definition

Retail supply of fixed voice services consist of the provision of fixed voice  services  to  end-customers.  In  line  with  previous  Commission
decisions, fixed voice services include the provision of connection services or access at a fixed location or address  to  the  public  telephone
network for the purpose of making and receiving calls and related services.[6]

1 The views of the Notifying Party

The Notifying Party submits that there is no reason to differentiate between local/national and international calls, nor between Voice  over  the
Internet ("VoIP") services and traditional fixed lines. By contrast, the Notifying Party submits  that  a  distinction  should  be  made  between
residential and business customers, as these segments have clearly different needs. As Cabovisão  does  not  sell  telephony  services  to  large
business customers and ONI provides such services as part of larger solutions, the Notifying Party concludes that the  relevant  market  in  this
case is the Portuguese market for the retail supply of fixed voice services for  residential  customers  which  is  separated  from  services  to
business customers.

2 The Commission's assessment

In Carphone Warehouse/Tiscali UK, the market investigation indicated that a distinction between local/national and international  calls  as  well
as between residential and non-residential customers may not be relevant. The market investigation  also  suggested  that  fixed  line  telephony
services and managed VoIP services were substitutable. However, the Commission ultimately left the exact scope of the  product  market  open,  as
the transaction did not raise any competition concerns.[7] In Vodafone/Kabel Deutschland, the Commission  concluded  that  traditional  telephony
and VoIP are interchangeable within a single market for the retail supply of fixed voice services. On the other  hand,  the  Commission  did  not
take a definitive view with regard to further possible segmentations of the fixed voice services market, such as  between  residential  and  non-
residential customers, as the transaction did not raise competitive concerns.[8] In Vodafone/Ono, the Commission found that fixed voice  services
and VoIP services are interchangeable. It also found that there is a distinction  between  residential  and  business  customers,  but  left  the
product market open, as the transaction did not raise concerns.[9] The precedents of the  Portuguese  Competition  Authority  ("PCA")  support  a
market definition without any segmentation.[10]

Respondents to the market investigation in the present case confirmed that the market for retail fixed  voice  services  comprises  managed  VoIP
services and voice services provided via traditional fixed lines.[11] As regards the possible segmentation between the residential  and  business
segments, one market participant pointed out that such segmentation may be relevant, because these two categories  of  customers  have  different
needs. Furthermore, on the supply side, the provision of fixed voice services to large businesses can require the addition  of  special  services
features such as access management, IP Centrex[12] and ISDN[13].[14]

In the present case, the Commission takes the view that the question whether the market  for  retail  fixed  voice  services  should  be  further
segmented into residential and business segments, between local/national and international calls, and between VoIP and  traditional  fixed  voice
services can be left open, as the Transaction raises serious doubts as to  its  compatibility  with  the  internal  market  in  Portugal  on  all
alternative product market definitions and because the commitments proposed in this case by the Notifying Party on  31  March  2015  ("the  Final
Commitments") will remove these serious doubts.

2 Geographic market definition

The Notifying Party submits that the scope of the market for retail supply of fixed voice services is national.

    1) In previous cases the Commission generally considered the market for retail supply of fixed voice services to  be  national.[15]  In  some
       cases, the Commission considered that the market could be either national or limited to the relevant  operator's  network  footprint,  but
       eventually left open the exact geographic market definition.[16]

The majority of participants to the market investigation in this case confirmed the  national  scope  of  this  market,  in  line  with  previous
decisions of the Commission and the PCA.[17] One respondent argued that the scope of the market for retail supply of fixed voice services may  be
narrower, as the four major players in the Portuguese market have a distinct footprint over the national territory, which  makes  the  conditions
of competition different on a regional/local basis.[18]

In the present case, the Commission takes the view that the scope of the market for retail supply of fixed voice services could  be  national  or
narrower, in which case it would be limited to the network footprint of Cabovisão, that is the houses passed by Cabovisão (as ONI is  essentially
active in the business segment and  therefore  operates  nationally).  Cabovisão's  network  is  a  single  network  covering  a  territory  with
approximately 2.7 million inhabitants and 24 000 km2.[19] This network covers 64 municipalities, including 9 district capitals,  such  as  Aveiro
(around 60 000 inhabitants), Castelo Branco (34 000 inhabitants), Coimbra (96 000 inhabitants), Évora  (41  800  inhabitants),  Setúbal  (87  300
inhabitants) and Viseu (52 600 inhabitants).[20] However, the exact geographic market definition can be left  open,  as  the  Transaction  raises
serious doubts as to its compatibility with the internal market in Portugal on all these alternative geographic market  definitions  and  because
the Final Commitments proposed in this case will remove these serious doubts.

2 Retail supply of fixed internet access services

Internet access services consist of the provision of a fixed telecommunications link enabling customers to access  the  internet  via  narrowband
("dial-up") services or broadband services.[21]

1 Product market definition

1 The views of the Notifying Party

The Notifying Party submits that the relevant market is the one for the retail supply of fixed internet access services to residential  customers
(including small and medium enterprises or "SMEs"). The Notifying Party further submits that there is no  need  to  define  a  market  for  large
business customers as a separate market, as Cabovisão is not active in the latter segment and ONI provides this type of  services  together  with
other solutions (B2B services). In the Notifying Party's view, it is also not relevant to distinguish the market on  the  basis  of  the  various
technologies used for the provision of internet access services, or according to speed segments, as the Portuguese  market  is  characterised  by
large penetration of fibre and cable technologies.

2 The Commission's assessment

In Carphone Warehouse/Tiscali UK, the Commission found that residential/small business customers on the one hand and large business customers  on
the other hand belong to separate markets.[22] In that decision, the Commission also considered whether the market should  be  further  segmented
depending on the speed (narrowband versus broadband) or the technology (mobile broadband, cable and  XDSL),  but  ultimately  left  the  question
open, as there were no competition concerns.[23] In Vodafone/ONO, the Commission also considered whether the retail  market  for  fixed  internet
services should be further segmented depending on the type of customer, speed of the service or technology used, but ultimately left the  product
market definition open, as there were no competition concerns.[24] The PCA concluded in its precedents that the relevant market is that  for  the
retail supply of fixed internet services without further segmentations.[25]

Market participants noted that, in their view, the market for retail supply of fixed internet services should not be further segmented  according
to speed (below or above 30Mbps) or technology employed (copper, cable or fibre).[26] On the other hand, some respondents pointed out that  there
are significant differences between the provision of internet access services to residential customers  and  to  large  business  customers.  One
supplier explained that from a demand side perspective, large corporate customers require substantial investments  in  the  network  backbone  to
ensure an overall higher quality in data transmission.[27]

In the present case, the Commission takes the view that the question as to whether the market for the retail supply of internet  access  services
should be further segmented between residential and business customers, or depending on the speed or the technology used, can be  left  open,  as
the Transaction raises serious doubts as to its compatibility with the internal market in  Portugal  on  all  these  alternative  product  market
definitions and because the Final Commitments proposed in the case will remove these serious doubts.

2 Geographic market definition

The Notifying Party submits that the geographic scope of this market is national, in particular because the Parties' pricing policies are  mostly
national.

    2) In previous cases the Commission generally considered the market for retail supply of fixed internet access services to  be  national.[28]
       In some cases, the Commission considered that the market could be either national or limited to the relevant operator's network footprint,
       but eventually left open the exact geographic market definition.[29]

Conversely, the PCA has assessed this market at local level in order to separate "competitive" from "non-competitive" areas, as  defined  by  the
sector regulator.[30]

The majority of participants to the market investigation in this case indicated that the market is national. This is  because  the  main  service
providers operate on a national basis and marketing, commercial and technical services are directed to the  national  market.[31]  However,  some
market participants pointed out that the scope of the market could be narrower. In this sense, one market participant argued that the  fact  that
the four existing market players have a distinct footprint over the national territory  makes  the  conditions  of  competition  different  on  a
regional/local basis.[32]

In the present case, the Commission takes the view that the scope of this market could be national  or  narrower,  in  which  case  it  would  be
limited to the network footprint of Cabovisão (as ONI is essentially active in the business segment and therefore operates nationally).

However, the exact geographic market definition can be left open, as the Transaction raises serious doubts  as  to  its  compatibility  with  the
internal market in Portugal on all these alternative geographic market definitions and because the Final Commitments proposed in  the  case  will
remove these serious doubts.

3 Retail supply of pay TV services

The retail market for the supply of pay TV services corresponds to the provision to end users or viewers of linear and  non-linear  TV  services,
based on subscription.

TV services supplied by TV distributors to end users can consist of  packages  of  linear  TV  channels  and  content  aggregated  in  non-linear
services, such as video-on-demand ("VOD") and Pay-Per-View ("PPV").

1 Product market definition

1 The views of the Notifying Party

The Notifying Party submits that the relevant market in this case is the  Portuguese  market  for  the  retail  supply  of  pay  TV  services  to
residential customers. According to the Notifying Party, it is not necessary to further distinguish between basic and premium pay TV services  or
between linear and non-linear programs.

2 The Commission's assessment

The Commission and the PCA have in the past identified separate markets for the retail supply of (i) free-to-air ("FTA")  TV  services  and  (ii)
pay TV services.[33] More recently, the Commission has considered FTA/basic pay TV services together, as opposed to premium pay TV  services,  in
light of the fact that customers usually subscribe to basic pay TV packages that include FTA channels, whereas  premium  TV  channels  have  more
exclusive content for a higher price. The Commission has however ultimately left the market definition open.[34]

Moreover, in previous decisions the Commission has considered a distinction between linear and non-linear TV services. With linear  TV  services,
viewers watch TV content at the established time it is broadcast, and on the channel  on  which  it  is  presented,  according  to  the  specific
schedule defined by the broadcaster, with no possibility to interact with it or change the time. In contrast,  non-linear  TV  services  allow  a
more enriched viewing experience by enabling the viewer to interact with TV programming and choose  the  time  and  manner  of  watching  content
according to tailored needs and demands. Non-linear TV services have gradually been integrated in traditional TV channels to enhance  the  viewer
experience. Providers of retail TV services thus can offer viewers a vast array of functions and services as part of the  experience  of  the  TV
channels. For instance, video-on-demand (“VOD”) is a pay-as-you-go service that makes the content of a TV channel available for a certain  period
to the viewer, who can choose when to view it.

In NewsCorp/BskyB,[35] the Commission considered that linear and non-linear TV services belonged to separate product markets  at  that  point  in
time, while in a number of other decisions it left the exact  product  market  definition  open.[36]  In  Liberty  Global/Ziggo,  the  Commission
considered again whether a distinction should be drawn between linear and non-linear pay TV services. The Commission noted  that  linear  pay  TV
services and non-linear pay TV services have a different content offering, different exhibition windows and different pricing, and  that  from  a
demand-side perspective the different types of retail content  distribution  services,  such  as  linear  pay  TV  and  non-linear  VOD  are  not
necessarily substitutable with one another. The Commission, however, ultimately left the market definition open[37]

Respondents to the market investigation in this case confirmed that FTA TV services and pay TV services belong to distinct  product  markets.[38]
Respondents explained that customers tend to view FTA and pay TV services as distinct services. While FTA services consist of  five  channels  in
Portugal, pay TV subscribers have access to approximately 100 or more TV channels. Furthermore, while FTA  services  are  predominantly  financed
from advertising revenues, pay TV services have as main source of revenues the monthly fees paid by TV subscribers.[39]

Market participants also indicated that basic pay TV services and premium pay TV services could be considered as distinct  markets  in  terms  of
customer demand, customer segmentation and price.[40] Thus, one competitor explained that premium pay TV services  are  distinct  from  basic  TV
services as the first ones include content that is highly valued by end users mainly related to sport events and film channels offering the  main
blockbuster movies. This content is included in the commercial offers of all operators providing pay TV services, as it  is  perceived  as  "must
have" content that is not easily replaceable by other alternative channels. Conversely, the channels available in basic pay TV services  tend  to
vary amongst the offers of the different operators.[41]

Based on the results of the market investigation the Commission takes the view that FTA services and pay TV services belong to  distinct  product
markets. However, as regards pay TV services, the Commission takes the view in the present case that the question as to whether  the  market  for
retail supply of pay TV services should be further segmented into basic and premium pay TV services can be left open, as the  Transaction  raises
serious doubts as to its compatibility with the internal market in Portugal on all these alternative product market definitions and  because  the
Final Commitments proposed in the case will remove these serious doubts.

2 Geographic market definition

The Notifying Party submits that the scope of this market is national, in particular because the Parties' pricing policies are mostly national.

In previous decisions, the Commission has taken the view that the  geographic  scope  of  the  retail  supply  of  pay  TV  services  market  was
national[42] or limited to the coverage area of each cable operator,[43] whereas the geographic scope of the market in previous decisions of  the
PCA was identified as local and linked to the footprint of the relevant parties,[44] though the PCA has also previously left  open  the  question
whether the market could be segmented per municipality.[45]

Respondents to the market investigation in this case argued that the scope of the retail market for  pay  TV  services  could  be  narrower  than
national, as not all four major operators are present and able to offer these services in all regions of Portugal.[46]

In the present case, the Commission takes the view that the scope of this market could be national  or  narrower,  in  which  case  it  would  be
limited to the network footprint of Cabovisão[47]. However, the exact geographic market definition can be left open, as  the  Transaction  raises
serious doubts as to its compatibility with the internal market in Portugal on all these alternative geographic market  definitions  and  because
the Final Commitments proposed in the case will remove these serious doubts.

4 Multiple play offers

Multiple play offers comprise a bundle of two or more of the following retail services to end-customers: fixed telephony, fixed internet  access,
mobile telephony, mobile internet and pay TV services. Such packaged offers may consist of so-called dual, triple, quadruple  or  even  quintuple
play offers comprising some or all of the above services.

1 Product market definition

1 The views of the Notifying Party

The Notifying Party considers that the exact product market definition can be left open in this case and does not take  a  position  as  to  what
would be the relevant product market.

2 The Commission's assessment

In previous decisions, the Commission left open whether there is a market for multiple play services that is separate from the markets  for  each
of the components of the bundles,[48] while the PCA has distinguished in previous decisions  separate  markets  for  the  various  multiple  play
offers.[49]

Respondents to the market investigation in this case explained that the majority of Portuguese customers  have  already  subscribed  to  multiple
play offers for a number of years and that they expect multiple play offers to grow in importance in the next few years.[50] Currently  the  most
common packages that consumers in Portugal purchase are triple play offers (fixed telephony, fixed broadband access and TV services).[51]

The market investigation provided mixed results as to the question whether multiple play offers constitute a  distinct  market  from  the  retail
supply of the respective unbundled offers.[52] One respondent observed that in Portugal substitutability between stand-alone offers and  multiple
play offers is asymmetric, as customers may switch from stand-alone offers to bundles, but not the other way around.[53]

In the present case, the Commission takes the view that the question as to whether multiple play offers constitute a  distinct  market  from  the
retail supply of the respective unbundled offers can be left open, as the Transaction raises serious doubts as  to  its  compatibility  with  the
internal market in Portugal on all these alternative product market definitions and because the Final  Commitments  proposed  in  the  case  will
remove these serious doubts.

2 Geographic market definition

The Notifying Party does not take a position as regards the exact geographic scope of this  market,  but  indicates  that  the  Parties'  pricing
policies are mostly national.

Previously, the Commission took the view that the geographic scope of the possible market for  multiple  play  services  could  be  national,[54]
whereas the geographic scope of the market in the PCA precedents was identified as local, depending on the footprint  of  the  relevant  parties,
although admitting the possibility of considering competitive and non-competitive areas.[55]

The results of the market investigation were inconclusive as regards the exact geographic scope of the market. Some  respondents  indicated  that
the market could be national, while others considered it narrower in scope.[56]

In the present case, the Commission takes the view that the scope of this market could be national  or  narrower,  in  which  case  it  would  be
limited to the network footprint of Cabovisão[57]. However, the geographic market definition can be left open, as the Transaction raises  serious
doubts as to its compatibility with the internal market in Portugal on all these alternative geographic market definitions and because the  Final
Commitments proposed in this case will remove these serious doubts.

5 B2B telecommunication services

Telecommunication operators can offer various telecommunication solutions to enterprises and public administration  such  as  mobile  and  fixed,
voice and data, as well as IT services ("B2B telecommunication services").

1 Product market definition

1 The views of the Notifying Party

The Notifying Party submits that B2B telecommunication services are typically supplied in bundles and therefore considers the relevant market  to
be that for B2B telecommunications services at a fixed location, encompassing fixed voice, data, internet and other  IT  equipment  and  services
(such as cloud computing, data center, security services).

However, in line with the Commission's and the PCA's past decisions,[58] the Notifying Party submits that the retail market for leased lines  can
constitute a separate market.

2 The Commission's assessment

In its decisional practice, the Commission has previously considered the following markets related to various B2B telecommunication services:

        • the retail market for business  connectivity,  which  includes  fixed  telecommunications  services  purchased  by  large  businesses,
          enterprises and public sector customers in order to provide data  connectivity  between  multiple  sites,  and  could  potentially  be
          subdivided into:[59]

          – broadband access for large business customers;

          – leased lines, which are at the retail level, dedicated capacity which may be required by end-users, such as  large  enterprises  with
            multiple business sites, to construct networks or link locations; and

          – Virtual Private Network ("VPN") services[60].

        • a potential non-residential segment in the retail market for fixed voice[61]

        • the market for IT services for businesses, which could  be  subdivided  by  functionality  (e.g.  software  maintenance  and  support,
          outsourcing) and by industry sector.[62]

In its previous decisions, the PCA defined a separate market for services and solutions of business data  communication,  however  excluding  the
retail provision of leased lines.[63] The PCA also stated in previous decisions that the provision of IT services belongs to a  separate  product
market.[64]

The majority of respondents to the market investigation in this case indicated that  B2B  telecommunication  services  differ  from  services  to
residential  customers,  due  to  differences  in  customer  needs.  Business  customers,  and  more  specifically  large  customers  and  public
administrations, usually require more complex, flexible and integrated solutions than residential customers  and  small  enterprises,  which  are
therefore often tailor-made to fit their existing systems. One respondent also specified that some services to large companies and public  sector
are sold together in packages, providing the example of VPN services "which are sold together with traditional communications services".[65]

In the present case, the Commission takes the view that the question as to whether the markets for business connectivity and the  market  for  IT
services should be further segmented can be left open, as the Transaction raises serious doubts as to its compatibility with the internal  market
in Portugal on all the alternative product market definitions and because the Final Commitments proposed in the case will  remove  these  serious
doubts.

2 Geographic market definition

The Notifying Party submits that the market for B2B telecommunication services is national in scope.

In its decisional practice, the Commission found that the retail market for business connectivity, as  well  as  the  market  segment  of  retail
leased lines, were national in scope.[66] Regarding IT services, the Commission left open whether the geographic market should be  considered  as
national in scope or wider.[67]

The PCA considered that the market for B2B telecommunication services and the market for retail leased lines were national in scope.[68]

This was confirmed by the replies to the market investigation, as most respondents consider that the market for  B2B  telecommunication  services
is national.[69]

In the present case, the Commission takes the view that the geographic market definition can be left open,  as  the  Transaction  raises  serious
doubts as to its compatibility with the internal market in Portugal in relation to B2B  telecommunication  services  irrespective  of  the  exact
market definition and because the Final Commitments proposed in this case will remove these serious doubts.

6 Mobile telecommunications services

1 Product market definition

Mobile telecommunications services to end customers include services for national and international  voice  calls,[70]  SMS  (including  MMS  and
other messages), mobile internet data services and retail international roaming services.[71]

In Hutchison 3G Austria/Orange Austria the Commission considered whether  mobile  telecommunications  services  in  Austria  could  be  segmented
depending on the network technology (2G/GSM, 3G/UMTS and 4G/LTE), on the tariff (pre-paid and post-paid contracts),  on  the  type  of  customers
(private and business), or on the type of service (internet data services, voice and text services), but ultimately concluded  that  there  is  a
single market for the provision of mobile telecommunications services to end customers.[72]

More recently, in H3G/Telefónica  Ireland,  the  Commission  also  concluded  that  there  is  a  single  market  for  the  provision  of  mobile
telecommunications services to end customers in Ireland and that in this Member State there are no separate markets by type  of  customers  (such
as business and residential), by technology (such as 2G, 3G and 4G), by type of service (i.e. voice, mobile broadband and machine to machine)  or
by type of contracts (such as pre-paid and post-paid).[73] In Telefónica Deutschland/E-Plus, the Commission  found  that  there  was  an  overall
market for mobile telecommunications services, without further distinctions between private and business customers, between  pre-paid  and  post-
paid services, between high-value and low-value customers, or depending on the type of technology or services (voice, SMS, data services).[74]

The market investigation does not provide any element that would  substantiate  a  change  in  the  product  market  definition.  Therefore,  the
Commission considers that the relevant product market in this case is that for mobile  telecommunications  services,  without  any  further  sub-
segmentations.

2 Geographic market definition

As regards the geographic scope of the market, the Commission has consistently found that the markets for retail mobile services provided to  end
consumers are national in scope.[75]

In the present case, the Commission considers that the precise market definition of the retail market for mobile telecommunication  services  can
left open, as the Transaction does not raise competition concerns under any plausible market definition.

2 Wholesale markets

1 Wholesale market for leased lines

1 Product market definition

Wholesale leased lines are part-circuits that allow communication providers to connect their own networks to end user sites  for  the  supply  of
business connectivity services.[76] Operators seeking to reinforce their core networks or to complete their  offer  of  point-to-point  dedicated
connection for final customers can require provision of wholesale leased lines from other operators.

For regulatory purposes, the Commission considered a separate market for "wholesale terminating segments of leased  lines,  irrespective  of  the
technology used to provide leased or dedicated capacity" in its Recommendation on relevant markets  of  2007,[77]  as  well  as  both  "wholesale
terminating segments of leased lines" and "wholesale trunk segments of leased lines" in its  Recommendation  on  relevant  markets  of  2003.[78]
Trunk segments of leased lines are used to join together two points in a communication core network,  but  to  reach  the  premises  of  the  end
customers it is necessary to acquire another infrastructure segment, the terminating segment.

The Notifying Party submits that the relevant market is the wholesale market for leased lines, without further segmentation. In  particular,  the
Notifying Party submits that it is not necessary to distinguish trunk segments and terminating segments because ONI provides  almost  exclusively
wholesale end-to-end circuits for leased lines, i.e. trunk and terminating segments altogether, since […].

In Vodafone/Cable & Wireless and Vodafone/Kabel Deutschland, the Commission left open whether the market for wholesale  leased  lines  should  be
divided into trunk and terminating segments.[79] In its precedent decisions the PCA concluded that the market for wholesale leased  lines  should
be segmented into trunk and terminating segments.[80]

Respondents to the market investigation in the present case confirmed that the market for wholesale  leased  lines  should  be  considered  as  a
separate market. Several respondents indicated that a division into trunk and terminating segments should be considered due  to  a  significantly
different degree of competition in these two types of segments. One competitor explained that "The free competition market prices for  trunk  and
terminating segments are very different (price per MBit/s) with much lower prices and larger competition in trunk  services."  Another  indicated
that "The trunk segment already shows some degree of competition, with several operators active in the offer of leased lines, notably in  certain
specific routes […] Conversely, in the terminating (final) segments, operators are still highly dependent on the  regulated  leased  lines  offer
made available by PT."[81]

In the present case, the Commission takes the view that the question as to whether the wholesale  market  for  leased  lines  should  be  further
segmented into trunk and terminating segments of leased lines can be left open, as the Transaction raises  serious  doubts  in  relation  to  the
wholesale market for leased lines as to its compatibility with the internal market in Portugal irrespective of the exact  market  definition  and
because the Final Commitments proposed in this case will  remove  these  serious  doubts.  However,  for  the  purposes  of  this  decision,  the
competitive assessment will focus on the overall wholesale market for leased lines given ONI's limited business presence in the trunk segment.

2 Geographic market definition

The Notifying Party submits that the wholesale market for leased lines is national. It submits in particular that it is not  necessary  to  split
trunk segments between competitive and non-competitive routes as considered by the national  communications  authority,  Autoridade  Nacional  de
Comunicações ("ANACOM").[82]

The Commission previously held that the market is national in scope,[83] whereas the PCA defined the  relevant  geographic  scope  based  on  the
segmentation between competitive and non-competitive routes.[84]

In the present case, the Commission takes the view that the scope of this market could be national or narrower.  However,  the  exact  geographic
market definition can be left open, as the Transaction raises serious doubts as to its compatibility with the internal market in relation to  the
wholesale market for leased lines in Portugal irrespective of the exact market definition and because the  Final  Commitments  proposed  in  this
case will remove these serious doubts.

2 Wholesale markets for fixed call services

1 Wholesale market for call origination services at a fixed location

The provision of fixed call origination services consists of services for call conveyance from a fixed location to  a  point  of  interconnection
where the call is transferred into the network of another undertaking for transit and/or termination.[85]

According to the Commission Recommendation on relevant markets of 2014,[86] call origination services correspond, at the  retail  level,  to  the
ability to make outgoing phone calls. At wholesale level, call origination is an input which is purchased by alternative operators,  who  do  not
have a direct access link to the end customer, in order to provide fixed  voice  services  to  end  customers.  The  wholesale  market  for  call
origination on the public telephone network provided at a fixed location comprises public switched telephone networks (PSTN) and  managed  Voice-
over-IP (VoIP) over fixed broadband lines.[87]

The Notifying Party submits that the relevant market is the market for call origination services provided at  a  fixed  location  and  should  be
regarded as national in scope.

In Deutsche Telekom/OTE, the Commission defined the relevant product market as the wholesale market for call origination on the public  telephone
network at a fixed location and considered it as national.[88] In its decision Altice/Winreason, the PCA analysed the wholesale market  for  call
origination services provided at a fixed location and found that it should be regarded as national.[89]

In the present case, the Commission therefore concludes that the relevant market should be defined as the wholesale market for  call  origination
services at a fixed location and should be considered as national in scope.

2 Wholesale market for call transit services at a fixed location

The provision of transit services consists in carrying voice calls from the call origination service providers to the relevant  call  termination
service provider where there is no direct connection between their respective originating and terminating networks.[90]

The Notifying Party submits that the relevant market consists of the wholesale transit services in the fixed  public  telephone  network  and  is
national in scope.

In past cases, in line with the Commission Recommendation on relevant markets of 2007, the Commission analysed the wholesale market for  domestic
transit services in fixed networks and considered it as national.[91]

In its decisions in Sonaecom/PT[92] and Altice/Winreason[93], the PCA analysed the wholesale market for  call  transit  services  provided  at  a
fixed location and found that it should be regarded as national.

In the present case, the Commission therefore concludes that the relevant market should be defined as  the  wholesale  market  for  call  transit
services at a fixed location and should be considered as national in scope.

3 Wholesale market for call termination services at a fixed location

Call termination services are provided when calls originate from one network and terminate  on  another  network  in  order  to  allow  users  of
different networks to communicate with one another. For such calls, the operator on which  network  the  call  terminates  routes  the  call  and
connects it to the called party. This service is therefore provided by the network operator of the  called  party  on  the  supply  side  to  the
network operator of the calling party on the demand side.[94]

The Notifying Party submits that the relevant markets for fixed call termination services should be each operator's  fixed  network  at  national
level.

In its decisional practice, the Commission considered the market for the wholesale provision of fixed call termination services.  It  found  that
each individual network constitutes a separate product market, as there is no substitute for call termination on each  individual  network  since
the network operator transmitting a call outgoing from its network to another network can reach the recipient only through the  respective  other
network operator. Each fixed termination access network constitutes a relevant market and the network operator has by definition  a  100%  market
share.[95]

In the present case, the Commission therefore concludes that for the provision of call termination services at a fixed location, each  individual
fixed network constitutes a separate product market and should be considered as national in scope.

3 Wholesale markets for mobile call services

1 Wholesale market for call termination services on individual mobile networks

Similarly to fixed call termination services, call termination on individual mobile networks consists of the connection of the called party  with
the calling party by the operator on which mobile network the call terminates. The Commission therefore has  drawn  similar  conclusions  as  for
fixed call termination services in its decisional practice.[96]

The Notifying Party submits that the relevant markets for mobile call termination services should be each operator's mobile network  at  national
level.

In the present case, the Commission therefore concludes that for the provision of  mobile  call  termination  services,  each  individual  mobile
network constitutes a separate product market and should be considered as national in scope.

2 Wholesale market for international roaming services

For a provider of retail mobile services to be able to provide its end customers with telecommunication services outside  their  home  countries,
it enters into wholesale roaming agreements with providers of wholesale international roaming on other national markets.[97]

Wholesale international roaming services are regulated through European Union regulation.[98] Mobile network operators must meet  all  reasonable
requests for wholesale roaming access under a reference offer and wholesale charges for the making of regulated roaming services (voice,  message
and data roaming) are capped.

The Notifying Party submits that the market for roaming services is a separate market which is national in scope.

In the present case, the Commission concludes, in line with previous decisions,[99] that the market for  international  roaming  comprising  both
terminating calls and originating calls constitutes a separate product market, which is national in scope.

4 Wholesale supply of TV channels

1 Product market definition

TV broadcasters package TV content into TV channels. TV channels are broadcast to end users either on a FTA basis or  on  a  pay  TV  basis.  FTA
channels are TV channels that are available to viewers free of charge. Pay TV channels are channels for which the viewer must pay a  subscription
fee in order to watch the content.

TV broadcasters license their channels downstream to retail providers of TV services, which can either limit  themselves  to  "carrying"  the  TV
channels and making them available to end users, or also act as channel aggregators, which "package" TV channels and offer  them  to  end  users.
Some TV broadcasters are vertically integrated, in which case they broadcast their TV channels themselves on the retail market for the  provision
of TV services.

In previous decisions, the Commission identified a wholesale market for the supply of TV channels,  where  TV  broadcasters  (suppliers)  and  TV
distributors (customers) negotiate the terms and conditions for the distribution of TV channels  to  end  users.[100]  Within  that  market,  the
Commission further identified two separate product markets for FTA TV channels  and  for  pay  TV  channels.[101]  In  previous  decisions,   the
Commission noted that FTA channels differ from pay TV ones in several aspects, including financing models, pricing and window patterns.[102]

Within the market for the wholesale supply of pay TV channels, in several cases the Commission has also previously indicated that  a  distinction
can be drawn between basic and premium pay TV channels, but ultimately left open whether those two  categories  of  pay  TV  channels  constitute
separate product markets.[103] More recently, in Liberty Global/Ziggo the Commission found that within wholesale supply of pay TV, basic  pay  TV
channels and premium pay TV channels belong to  separate  product  markets.[104]  In  previous  decisions,  the  Commission  also  analysed,  but
ultimately left open, the question whether pay TV channels should be further segmented on the basis of the genre or the  thematic  content  (such
as channels for films, sports, documentaries, youth, news, etc.).[105]

In the present case, the precise scope of the product market for the wholesale supply of TV channels can be left open, as  the  Transaction  does
not raise competition concerns under any plausible market definition.

2 Geographic market definition

In previous decisions, the Commission considered the market for the wholesale supply of TV channels  to  be  either  national  in  scope[106]  or
potentially to comprise a broader linguistically homogeneous area encompassing more Member States.[107]

In the present case, the precise scope of the product and geographic market for the wholesale supply of TV channels can  be  left  open,  as  the
Transaction does not raise competition concerns under any plausible market definition.

Competitive assessment

The Transaction gives rise to several horizontal overlaps between the Parties’ activities in a number of markets  in  Portugal  and  to  vertical
relationships in Portugal and in France. The following paragraphs identify those markets which are horizontally or  vertically  affected  by  the
Transaction for the purpose of the competitive assessment, as defined in Section 6.3 of the Form CO.

As regards horizontal overlaps, the Transaction gives rise to the following horizontally affected markets in Portugal: (i) the retail  supply  of
fixed voice services; (ii) the retail supply of internet access services; (iii) the retail supply of pay TV services; (iv)  the  possible  market
for the retail supply of multiple play services, in particular in double and triple play; (v) the provision  of  B2B  telecommunication  services
and its possible sub-markets; (vi) the wholesale supply of leased lines; (vii) the wholesale market for call  origination  services  at  a  fixed
location; and (viii) the wholesale market for call transit services at a fixed location.

As regards vertical relationships, the Transaction gives rise to a number of vertically affected markets related to:

        • Upstream, the Portuguese wholesale market for the supply of TV channels and  downstream  the  Portuguese  retail  market  for  pay  TV
          services;

        • Upstream, each of the Portuguese wholesale markets for fixed voice services (call transit, call origination,  call  termination)  with
          downstream each of the Portuguese and French retail markets for fixed voice services;

        • Upstream, the Portuguese wholesale market for call termination services at a fixed location and downstream each of the Portuguese  and
          French markets for the retail supply of mobile telecommunications services;

        • Upstream, the Portuguese wholesale market for call termination services on individual mobile networks and  downstream  the  Portuguese
          market for the retail supply of fixed voice services, the French market for retail supply of  fixed  voice  services  and  the  French
          market for the retail supply of mobile telecommunications services;

        • Upstream, each of the French wholesale markets for call termination services at a fixed location and for call termination services  on
          individual mobile networks with downstream each of the Portuguese markets for retail supply of fixed voice  services  and  for  retail
          supply of mobile telecommunications services;

        • Upstream, the Portuguese wholesale market for domestic call transit services at a fixed location and  downstream  the  Portuguese  and
          French markets for the retail supply of mobile telecommunications services;

        • Upstream, the Portuguese market for international roaming services with downstream the French  market  for  retail  supply  of  mobile
          telecommunications services;

        • Upstream, the French market for international roaming services with downstream the Portuguese  market  for  retail  supply  of  mobile
          telecommunications services; and

        • Upstream, the Portuguese wholesale market for leased lines with downstream each of the Portuguese markets for  the  retail  supply  of
          fixed voice services, for the retail supply of fixed internet access services, for the retail supply of pay  TV  and  for  the  retail
          supply of leased lines.

1 Horizontal assessment

This section discusses those markets that are horizontally affected by the Transaction.

1 Retail supply of fixed voice services

In the market for the retail supply of fixed voice services in Portugal, the Parties offer fixed voice services as a standalone product.

The Parties provided market shares for such market in the segments of fixed voice services to residential and to  business  customers,  based  on
their own estimates and available ANACOM data. With regard to retail fixed voice services to residential customers (on  which  Cabovisão  and  PT
Portugal are active), the Parties provided information for their market shares for 2013 and 2014, both in relation to  total  number  of  minutes
and to total number of subscriptions in Portugal. These shares are indicated below in Table 1 and Table 2 respectively.

Table 1 – Market shares in Portugal for retail fixed voice services to residential customers in terms of number  of  minutes  for  2013  and  the
first three quarters of 2014

|Operators                                   |2013                                        |2014 (9 months)                             |
|PT Portugal                                 |[50-60]%                                    |[40-50]%                                    |
|Cabovisão                                   |[5-10]%                                     |[5-10]%                                     |
|Parties combined                            |[50-60]%                                    |[50-60]%                                    |
|NOS                                         |[30-40]%                                    |[30-40]%                                    |
|Vodafone                                    |[5-10]%                                     |[5-10]%                                     |
|Others                                      |[0-5]%                                      |[0-5]%                                      |
|Total                                       |100%                                        |100%                                        |

                                                             Source: Form CO, Table 2

Table 2 – Market shares in Portugal for retail fixed voice services to residential customers in terms of number of  subscriptions  for  2013  and
2014

|Operators                                   |2013                                        |2014                                        |
|PT Portugal                                 |[50-60]%                                    |[50-60]%                                    |
|Cabovisão                                   |[5-10]%                                     |[5-10]%                                     |
|Parties combined                            |[50-60]%                                    |[50-60]%                                    |
|NOS                                         |[30-40]%                                    |[30-40]%                                    |
|Vodafone                                    |[5-10]%                                     |[5-10]%                                     |
|Others                                      |[0-5]%                                      |[0-5]%                                      |
|Total                                       |100%                                        |100%                                        |

                                                             Source: Form CO, Table 3

    3) The Parties’ market shares remain high also on the possible segment of retail fixed voices services to business customers  (on  which  ONI
       and PT Portugal are active), which is illustrated in Table 3 below in relation to total number of minutes.

Table 3 - Market shares in Portugal for retail fixed voice services to business customers in terms of number of minutes for 2013 and 2014

|Operators                                   |2013                                        |2014-e                                      |
|PT Portugal                                 |[60-70]%                                    |[50-60]%                                    |
|ONI                                         |[0-5]%                                      |[0-5]%                                      |
|Parties combined                            |[60-70]%                                    |[60-70]%                                    |
|NOS                                         |[10-20]-[20-30]%                            |[10-20]-[20-30]%                            |
|Vodafone                                    |[5-10]-[10-20]%                             |[5-10]-[10-20]%                             |
|Others                                      |[0-5]%                                      |[0-5]%                                      |
|Total                                       |100%                                        |100%                                        |

                             Source: Parties’ reply to Commission's Request For Information ("RFI") of 20 March 2015

    4) The data provided by the Parties show that post-Transaction the merged entity would have a very high market share, above [50-60]% both  in
       terms of total number of minutes and of number of subscribers in Portugal in the market for retail fixed voice services.

Post-Transaction, the Parties would have a combined market share of [50-60]% (number of minutes) or [50-60]% (number  of  subscriptions)  in  the
segment of retail fixed voice services to residential customers, which would strengthen PT Portugal’s current  market  leader  position  in  this
market, with an increment of [5-10]% of the market share pre-Transaction.

The Parties’ closest competitor would be NOS, further followed by Vodafone, with markets shares of [30-40]% and [5-10]% respectively in terms  of
number of minutes, and of [30-40]% and [5-10]% respectively in terms of number of subscriptions. The remaining market players would  collectively
have a market share of [0-5]%.

The situation is similar in the segment of retail fixed voice services to business customers, where post-Transaction the  Parties  would  have  a
combined market share of [60-70]%, with the closest competitors being NOS and, to a lesser extent, Vodafone.

According to the Guidelines on the assessment of horizontal mergers under the  Council  Regulation  on  the  control  of  concentrations  between
undertakings (the "Horizontal Merger Guidelines"), market shares and  concentration  levels  provide  useful  first  indications  of  the  market
structure and of the competitive importance of the Parties and their competitors.[108] The larger the market share, the more likely a firm is  to
possess market power. And the larger the addition of market share, the more likely it is that a merger  will  lead  to  significant  increase  in
market power.[109] The Horizontal Merger Guidelines indicate that very large market shares - 50 % or more - may in themselves be evidence of  the
existence of a dominant market position.[110]

In the present case, the Parties’ market share post-Transaction would be almost [60-70]% in Portugal. Only NOS would have a significant  presence
with [30-40]% market share, while Vodafone ([5-10]%) and other players (altogether [0-5]%) would be much smaller. The  pre-merger  market  shares
could in themselves be taken as evidence of  the existence of a dominant market position, which is likely to be strengthened by  the  Transaction
and, as a result, create competition concerns.

Additionally, the market investigation indicated that the Parties closely compete against each other.[111]

The closeness of competition between the Parties is also evidenced by the Parties’ market shares within Cabovisão’s footprint.[112] According  to
the Parties’ own estimates, in the areas covered by the Cabovisão network, PT Portugal has a share of [40-50]%, which combined  with  Cabovisão’s
own share of [20-30]% would give the merged entity post-Transaction a market share of [60-70]%. Within the same footprint,  NOS  is  the  largest
competitor, with a market share of [20-30]%, whereas Vodafone’s presence is limited to a share of [0-5]%.

According to the Horizontal Merger Guidelines, the closeness of competition between merging firms  is  a  factor  that  may  indicate  that  post
transaction the merged entity will have increased market power.[113] Therefore, it is likely that the removal post-Transaction of  a  significant
competitor will strengthen the merged entity’s market power in Portugal.

Respondents to the market investigation also indicated that entry into the market for fixed voice services is difficult in Portugal,  because  of
the significant costs required to enter, the regulatory barriers and the difficulty of  acquiring  a  customer  base  in  a  mature  market.[114]
Respondents indicated that there were no new entries in the market for fixed voice services in the last three years.[115]  This  fact  aggravates
the anticompetitive effects of the Transaction, as the difficulty and unlikelihood of market entry in Portugal makes  it  more  likely  that  the
Transaction would pose significant anti-competitive risks.[116]

Finally, the Commission notes that a significant portion of customers of fixed voice services are residential customers,  which  are  individuals
or households, or SMEs. These customers are unlikely to have any countervailing buyer power, in terms of size, or commercial significance to  the
seller, which would alleviate the anticompetitive effects of the Transaction.[117]

Therefore, in light of the Parties’ high market shares, the fact that the Parties closely compete with each other at national  and  local  level,
the existence of high barriers to enter in Portugal and the fact that customers do not have countervailing buyer power, the Commission  concludes
that the Transaction raises serious doubts as to its compatibility with the internal market in relation to the  retail  market  for  fixed  voice
services in Portugal.

2 Retail supply of fixed internet access services

In the market for the retail supply of fixed internet access in Portugal, both of PT Portugal, Cabovisão and ONI offer fixed internet  access  as
a standalone product. PT Portugal offers fixed internet access services through its DSL and FTTH network, whereas Cabovisão  relies  on  its  own
cable network to reach its customers. PT Portugal also entered into an agreement with Vodafone into 2014 enabling it to  reach  [details  of  the
agreement with Vodafone].

The Parties provided data for the market of retail supply of fixed internet access services in terms of number  of  accesses,  on  the  basis  of
their own estimates and available ANACOM data. These market shares are illustrated below in Table 4 for the third quarters of 2013 and of 2014.

Table 4 – Market shares in Portugal for retail fixed internet access services in terms of number of accesses for the third quarter  of  2013  and
2014

|Operators                                   |2013 (Q3)                                   |2014 (Q3)                                   |
|PT Portugal                                 |[50-60]%                                    |[40-50]%                                    |
|Cabovisão                                   |[5-10]%                                     |[5-10]%                                     |
|ONI                                         |[0-5]%                                      |[0-5]%                                      |
|Parties combined                            |[50-60]%                                    |[50-60]%                                    |
|NOS                                         |[30-40]%                                    |[30-40]%                                    |
|Vodafone                                    |[5-10]%                                     |[5-10]%                                     |
|Others                                      |[0-5]%                                      |[0-5]%                                      |
|Total                                       |100%                                        |100%                                        |

                                  Source: Form CO, Table 4 and Parties’ reply to Commission RFI of 8 April 2015

As is illustrated by Table 4 above, in the market for fixed internet access services measured in terms of number of accesses, PT Portugal  had  a
market share of approximately [50-60]% in 2014 in Portugal, whereas Cabovisão’s market  share  amounts  to  [5-10]%  and  ONI’s  to  [0-5]%.  The
Parties' main competitors on such market are first NOS (approximately [30-40]%), followed by Vodafone (approximately [10-20]%).

The Parties also provided their sales of internet access services. They estimate that the total value of the market was EUR […]  in  2014  (first
three quarters). In terms of value of sales, PT Portugal’s market share would thus be approximately  [40-50]%  at  the  national  level,  whereas
Cabovisão would have a market share of approximately [5-10]% and ONI of [0-5]%. Vodafone and NOS would have [5-10]% and [30-40]% respectively.

The Parties’ market shares remain high also on each of the possible sub-segments  of  retail  fixed  internet  access  services  for  residential
customers (on which Cabovisão is active) and of retail fixed internet access services to business customers (on which ONI is active),  which  are
illustrated in Table 5 and Table 6  below in relation to total number of subscriptions.

Table 5 - Market shares in Portugal for retail fixed internet access services to residential customers in terms of number  of  subscriptions  for
2013 and 2014

|Operators                                   |2013                                        |2014-e                                      |
|PT Portugal                                 |[40-50]%                                    |[40-50]%                                    |
|Cabovisão                                   |[5-10]%                                     |[5-10]%                                     |
|Parties combined                            |[50-60]%                                    |[50-60]%                                    |
|NOS                                         |[30-40]%                                    |[30-40]%                                    |
|Vodafone                                    |[5-10]%                                     |[5-10]%                                     |
|Others                                      |[0-5]%                                      |[0-5]%                                      |
|Total                                       |100%                                        |100%                                        |

                                             Source: Parties’ reply to Commission RFI of 8 April 2015

Table 6 - Market shares in Portugal for retail fixed internet access services to business customers in terms of number of subscriptions for  2013
and 2014

|Operators                                   |2013                                        |2014-e                                      |
|PT Portugal                                 |[60-70]%                                    |[60-70]%                                    |
|ONI                                         |[0-5]%                                      |[0-5]%                                      |
|Parties combined                            |[60-70]%                                    |[60-70]%                                    |
|NOS                                         |[20-30]%                                    |[20-30]%                                    |
|Vodafone                                    |[10-20]%                                    |[10-20]%                                    |
|Others                                      |[0-5]%                                      |[0-5]%                                      |
|Total                                       |100%                                        |100%                                        |

                                            Source: Parties’ reply to Commission RFI of 20 March 2015

Therefore, post-Transaction the merged entity’s market share would be above 50% in Portugal in the overall  market  for  retail  internet  access
services and in both sub-segments for internet access services to residential and to business customers, which may in itself indicate a  dominant
market position[118] and give rise to competition concerns, with an increment of [5-10]% of the market share pre-Transaction.

As for fixed voice services, respondents to the market investigation among competitors indicated that the Parties closely compete.[119]

The closeness of competition between the Parties is further indicated by  the  fact  that  within  Cabovisão’s  footprint,  PT  Portugal  is  the
strongest competitor to Cabovisão, with a market share of [40-50]% against Cabovisão’s share of [30-40]%. The remaining  competitors  within  the
Cabovisão footprint are NOS, with a market share of [20-30]%, and Vodafone, with a limited share of [0-5]%.[120]

Respondents also indicated that market entry in the retail provision of fixed internet services is difficult and that there  have  not  been  new
providers in the Portuguese market in the last three years.[121]

Finally, the Commission notes that a significant portion of customers of fixed internet  access  services  are  residential  customers,  that  is
individuals or households, or SMEs. These customers are  unlikely  to  have  any  countervailing  buyer  power,  in  terms  of  size,  commercial
significance to the seller  or  ability  to  switch  to  alternative  suppliers,  which  would  alleviate  the  anticompetitive  effects  of  the
Transaction.[122]

In light of the Parties’ high combined market shares, of the fact that the Parties closely compete in such market, that  barriers  to  entry  are
high and that customers are unlikely to exercise countervailing buyer power, the Commission concludes that Transaction raises serious  doubts  as
to its compatibility with the internal market in relation to the retail market for fixed internet access services in Portugal.

3 Retail supply of pay TV services

In the market for the retail supply of pay TV services, PT Portugal and Cabovisão are active and provide offerings consisting of packages of  FTA
and pay TV channels, along with non-linear services such as catch-up TV, VOD and PPV.

According to ANACOM data referred to by the Notifying Party, the Portuguese market for  the  retail  supply  of  pay  TV  services  consisted  of
approximately 3.3 million subscribers in 2014.[123] The Notifying Party provided market shares,  on  the  basis  of  available  ANACOM  data  and
internal estimates, for pay TV services calculated in terms of number of subscriptions, which are illustrated below in Table 7 for 2013  and  the
third quarter of 2014.[124]

Table 7 – Market shares in Portugal for pay TV services in terms of number of subscriptions for 2013 and Q3 2014

|Operators                                   |2013                                        |2014 (Q3)                                   |
|PT Portugal                                 |[40-50]%                                    |[40-50]%                                    |
|Cabovisão                                   |[5-10]%                                     |[5-10]%                                     |
|Parties combined                            |[40-50]%                                    |[40-50]%                                    |
|NOS                                         |[40-50]%                                    |[40-50]%                                    |
|Vodafone                                    |[0-5]%                                      |[5-10]%                                     |
|Others                                      |[0-5]%                                      |[0-5]%                                      |
|Total                                       |100%                                        |100%                                        |

                                                             Source: Form CO, Table 8

In light of the above, post-Transaction the Parties would have a combined market share of [40-50]% in terms  of  number  of  subscriptions.  This
would lead to an increment of the Parties’ shares by [5-10]%.

Additionally, on the basis of the results of the market investigation, PT Portugal and Cabovisão closely compete  in  the  provision  of  pay  TV
service in Portugal.[125] This is further confirmed by information provided by the Parties concerning market shares for pay TV  services  on  the
Cabovisão footprint, which show that  on  this  footprint  Cabovisão  and  PT  Portugal  have  almost  the  same  share  ([30-40]%  and  [30-40]%
respectively), with NOS having a share of [30-40]% and Vodafone having a residual share of [0-5]%.[126]

The negative effects of the Transaction are aggravated by the fact that, according to respondents to the market investigation,  market  entry  in
the provision of retail pay TV services is difficult and has not occurred in the last years in Portugal.[127]

Finally, as for fixed voice and internet access services, the Commission notes that the customers of  pay  TV  services  are  mainly  residential
customers, which are individuals or households. These customers are  unlikely  to  have  any  countervailing  buyer  power,  in  terms  of  size,
commercial significance to the seller or ability to switch to alternative suppliers, which would alleviate the  anticompetitive  effects  of  the
Transaction.[128]

In light of the Parties’ high combined market shares, of the fact that the Parties closely compete in such market, that  barriers  to  entry  are
high and that customers are unlikely to exercise countervailing buyer power, the Commission concludes that the Transaction raises serious  doubts
as to its compatibility with the internal market in relation to the retail market for pay TV services in Portugal.

4 Multiple play offers

In the possible market for multiple play packages, the Parties’ activities overlap in the provision of double and triple play packages.

Both PT Portugal and Cabovisão provide double play packages consisting of: (i) fixed voice services + fixed internet access services; (ii)  fixed
voice services + pay TV services; and (iii) fixed internet access services + pay TV services. Additionally, the Parties also provide triple  play
packages consisting of a bundle of fixed voice services, fixed internet access services and pay TV services. PT Portugal also provides  quadruple
and quintuple-play packages, which also include mobile voice and/or internet access. However, given that neither  of  Cabovisão  or  ONI  have  a
mobile offering, none of them provide quadruple or quintuple play packages, thus the possible markets for quadruple and  quintuple  packages  are
not horizontally affected by the Transaction.

The Parties provided market shares for the possible market of multiple play offers on the basis of their own internal estimates and  public  data
from ANACOM. With reference to market shares in terms of number of subscriptions submitted by the Notifying Party,  post-Transaction  the  merged
would have shares above 50% in the possible market for multiple play packages overall, in the possible market for triple  play  packages  and  in
the possible market for double play packages overall, as illustrated by the Table 8 below.

Table 8 – Market shares in Portugal for overall multiple play, triple play and overall double play packages in terms of number  of  subscriptions
for the third quarter of 2014

|Operators                        |All multiple play(from double to |Triple play                      |Overall double play              |
|                                 |quintuple play)                  |                                 |                                 |
|PT Portugal                      |[40-50]%                         |[30-40]-[40-50]%                 |[30-40]%                         |
|Cabovisão                        |[5-10]%                          |[5-10]%                          |[10-20]%                         |
|Parties combined                 |[50-60]%                         |[40-50]-[50-60]%                 |[50-60]%                         |
|NOS                              |[30-40]%                         |[30-40]-[40-50]%                 |[40-50]%                         |
|Vodafone                         |[5-10]%                          |[5-10]%                          |[5-10]%                          |
|Others                           |[0-5]%                           |[0-5]%                           |[0-5]%                           |
|Total                            |100%                             |100%                             |100%                             |

                                                        Source: Form CO, Tables 11 and 12

The Parties’ market shares in the double-play segment will be above 50% also in terms of value of sales. According to the Notifying  Party’s  own
estimates, in 2014 PT Portugal’s double-play packages achieved sales of EUR […] million,  which  together  with  Cabovisão’s  sales  of  EUR  […]
million accounted for more than half of the total value of sales of double-play packages, which the Notifying Party estimates  as  being  between
EUR 117 and 129 million.[129]

Post-Transaction, the Parties’ market shares will be above 50% also in the possible narrower markets for each type of double-play  package,  with
the exception of fixed internet access services and pay TV services, as can be seen from Table 9 below.

Table 9 – Market shares in Portugal per type of double play package in terms of number of subscriptions for the third quarter of 2014

|Operators                        |Fixed voice + fixed internet     |Fixed voice + pay TV services    |Fixed internet access + pay TV   |
|                                 |access                           |                                 |services                         |
|PT Portugal                      |[50-60]%                         |[30-40]%                         |[10-20]%                         |
|Cabovisão                        |[5-10]%                          |[10-20]%                         |[10-20]%                         |
|Parties combined                 |[60-70]%                         |[50-60]%                         |[30-40]%                         |
|NOS                              |[5-10]%                          |[40-50]%                         |[60-70]%                         |
|Vodafone                         |[20-30]%                         |[0-5]%                           |[0-5]%                           |
|Others                           |[0-5]%                           |[0-5]%                           |[0-5]%                           |
|Total                            |100%                             |100%                             |100%                             |

                                                            Source: Form CO, Table 13

In light of the above market shares, the Transaction is likely  to  raise  competitive  concerns  in  the  Portuguese  market  for  multiple-play
packages, as the merged entity’s shares would significantly increase and be above [50-60]% at  the  national  level.[130]  Post-Transaction,  the
only two significant competitors would be NOS and to a lesser extent Vodafone which has less than [10-20]% market shares in the overall  possible
market for multiple play and in any potential subsegment except in the double play fixed voice and fixed internet access where it  has  a  market
share of [20-30]%.

Additionally, respondents to the market investigation indicated that PT Portugal and Cabovisão closely compete against each other.[131]

This closeness of competition between the Parties is further confirmed by the fact that on the  Cabovisão  footprint,  Cabovisão  is  the  second
player and closely competes with PT Portugal in the provision of multiple-play packages, both at an overall level and within each of the  triple-
play and double-play packages, as is shown by Table 10 below.

Table 10 – Market shares on the Cabovisão footprint for overall multiple play, triple play and overall double play packages

|Operators                        |Overall multiple play            |Triple play                      |Overall double play              |
|PT Portugal                      |[30-40]%                         |[30-40]%                         |[50-60]%                         |
|Cabovisão                        |[30-40]%                         |[30-40]%                         |[20-30]%                         |
|Parties combined                 |[70-80]%                         |[60-70]%                         |[70-80]%                         |
|NOS                              |[20-30]%                         |[30-40]%                         |[20-30]%                         |
|Vodafone                         |[0-5]%                           |[0-5]%                           |[0-5]%                           |
|Total                            |100%                             |100%                             |100%                             |

                                           Source: Altice’s Response to Commission RFI of 19 March 2015

Furthermore, the results of the market investigation indicated that entry in the multiple-play market in Portugal is  difficult  and  that  there
have not been any entrants in the last three years.[132] This is due in particular to the fact that entry in the  multiple-play  sector  requires
significant investments for each individual service of a bundle. Additionally, the Portuguese market for multiple-play services appears to  be  a
mature market, with customers often locked in and unwilling to change provider. The Transaction is likely  to  make  these  entry  barriers  even
higher.

Finally, the Commission considers that, given that customers of multiple play packages are mainly residential customers, that is  individuals  or
households, such customers are unlikely to exert any countervailing buyer power, in terms of size,  commercial  significance  to  the  seller  or
ability to switch to alternative suppliers, which would alleviate the anticompetitive effects of the Transaction.[133]

Therefore, in light of the Parties’ high combined market shares, the fact that the Parties closely compete, and the existence  of  high  barriers
to entry, the Commission concludes that the Transaction raises serious doubts as to its compatibility with the internal  market  in  relation  to
the possible retail market for multiple-play services in Portugal.

5 B2B telecommunication services

Both Parties are active in the market for the provision of  B2B  telecommunication  services  in  Portugal.  PT  Portugal  provides  services  to
corporate customers including mobile and fixed, voice and data and convergent and integrated IT services. Altice is  active  through  ONI,  which
provides fixed telecommunications services (voice, data and internet services), IT services (cloud computing,  data  center,  security  services)
and converged communications and IT services.

The Notifying Party, on the basis of internal estimates and  data  available  from  ANACOM,  provided  market  shares  for  the  market  for  B2B
telecommunication services composed of fixed-line services and solutions to business customers, including business connectivity and IT  services.
These market shares, provided in terms of sales value, are indicated below in Table 11 for 2013 and 2014.

Table 11 – Market shares in Portugal for fixed-line telecommunication services and solutions for B2B customers in terms of sales value  for  2013
and 2014

|Operators                                   |2013                                        |2014                                        |
|PT Portugal                                 |[50-60]%                                    |[50-60]%                                    |
|ONI                                         |[0-5]%                                      |[0-5]%                                      |
|Parties combined                            |[50-60]%                                    |[60-70]%                                    |
|NOS                                         |[20-30]%                                    |[20-30]%                                    |
|Vodafone                                    |[0-5]%                                      |[0-5]%                                      |
|Others                                      |[10-20]%                                    |[10-20]%                                    |
|Total                                       |100%                                        |100%                                        |

                                                            Source: Form CO, Table 17

The Notifying Party also provided the Parties’ shares in the market for business connectivity services, encompassing in particular the  provision
of broadband internet, VPN solutions and retail leased lines. These market shares are illustrated in table Table 12 below in terms  of  value  of
sales for 2013 and 2014.

Table 12 - Market shares in Portugal for business connectivity services in terms of value of sales for 2013 and 2014

|Operators                                   |2013                                        |2014                                        |
|PT Portugal                                 |[50-60]%                                    |[50-60]%                                    |
|ONI                                         |[10-20]%                                    | [5-10]%                                    |
|Parties combined                            |[60-70]%                                    |ca. [60-70]%                                |
|NOS                                         |[20-30]%                                    |[20-30]%                                    |
|Vodafone                                    |[5-10]%                                     |[5-10]%                                     |
|Others                                      |[0-5]%                                      |[0-5]%                                      |
|Total                                       |100%                                        |100%                                        |

                                            Source: Parties’ reply to Commission RFI of 26 March 2015

In light of the information provided in the above Table 11, and Table 12, post-Transaction the merged entity would in any  event  have  a  market
share above […] in the markets for B2B telecommunication services and for business connectivity services in Portugal.  The  only  two  meaningful
competitors of the Parties are NOS and Vodafone.

The Parties’ high market shares could be taken in themselves as evidence of a dominant market position.[134]  Additionally,  respondents  to  the
market investigation indicated that  ONI  has  a  relevant  market  presence  and  closely  competes  to  PT  Portugal  in  the  market  for  B2B
telecommunications, often acting aggressively in the context of public tenders for B2B services.[135]

Finally, the market investigation also indicated that the barriers to entry in the B2B  market  are  high.  This  is  due  among  others  to  the
significant investments that are required for different infrastructures, technologies and services, the complexity and variety  of  the  services
to offer and the lock-in of most business customers.[136]

Therefore, in light of the Parties’ high combined market shares, of the fact that the Parties closely compete in such  market,  that  respondents
indicated that ONI is a significant competitor in the B2B telecommunications market,  and  that  barriers  to  entry  are  high,  the  Commission
concludes that the Transaction raises serious doubts as to its compatibility with  the  internal  market  in  relation  to  the  market  for  B2B
telecommunication services in Portugal.

6 Wholesale supply of leased lines

PT Portugal and ONI are active in the wholesale supply of leased lines to  other  telecommunications  operators,  and  provide  both  terminating
segments and trunk segments of leased lines. As already indicated in section IV.2.1, ONI's offer in this area essentially consists  of  wholesale
of end-to-end circuits for leased lines, i.e., trunk and  terminating  segments  altogether.  Therefore,  for  the  purpose  of  the  competitive
assessment, the Commission considers the wholesale market for leased lines as a whole.

Table 13 - Wholesale supply of leased lines (both trunk and terminating segments) in terms of number of circuits

|Operators                                   |2013                                        |2014-e                                      |
|PT Portugal                                 |[60-70]%                                    |[50-60]%                                    |
|ONI                                         |[0-5]-[5-10]%                               |[10-20]%                                    |
|Parties combined                            |[60-70]-[70-80]%                            |[60-70]%                                    |
|Total                                       |100%                                        |100%                                        |

                                                            Source: Form CO, Table 19

On the market for the wholesale supply of leased lines, the Parties provided market shares based their internal estimates in terms of  number  of
segments leased. According to the Notifying Party’s estimates, in 2014 PT Portugal had a market share  of  about  [50-60]%,  whereas  ONI  had  a
market share of [10-20]%, as shown in the Table 13. Therefore, post-Transaction the Parties would have a combined market  share  of  [60-70]%  in
Portugal in the overall wholesale market for the supply of leased lines.

The Notifying Party submitted that the sub-segment of the wholesale supply of terminating segments of leased lines is subject  to  regulation  by
ANACOM, which has imposed obligations on PT Portugal, including obligations of access, non-discrimination and  transparency.[137]  The  Notifying
Party adds that regarding trunk segments, ONI is only active in the non-competitive routes of trunk segments  of  leased  lines  (via  end-to-end
offers), which are also subject to such regulatory obligations, and that therefore the Transaction does not raise concerns.

However, the Commission notes that ONI competes with PT Portugal on the overall wholesale supply of leased lines. The Notifying Party  recognises
that when providing wholesale end-to-end circuits of leased lines, ONI and PT Portugal compete on non-competitive routes  of  trunk  segments  of
leased lines, i.e. on trunk segments connecting at most one PT Portugal’s local exchange at one end of the circuit.[138]

As shown in the table above, the Parties’ market shares are particularly high in the market for wholesale  supply  of  leased  lines.  Such  high
market shares could in themselves be taken as evidence of  a  dominant  market  position.[139]  Additionally,  most  respondents  to  the  market
investigation indicated that the Parties are among the main suppliers of leased lines  and  closely  compete  with  each  other.  One  respondent
explained that ONI's infrastructure and Refer Telecom's infrastructure are "the only real two alternatives to PT Portugal's  own  infrastructure"
in relation to leased lines. Another respondent also indicated that ONI is a particularly  close  competitor  to  PT  Portugal  given  its  well-
developed, high-debit infrastructure which covers a substantial coverage of the Portuguese mainland territory.[140]

Therefore, in light of the Parties’ high combined market shares and of the fact that respondents indicated that ONI is a  significant  competitor
to PT Portugal, the Commission concludes that the Transaction raises serious doubts as to its compatibility with the internal market in  relation
to the market for the wholesale supply of leased lines in Portugal.

7 Wholesale market for call origination services at a fixed location in Portugal

On the wholesale market for call origination services at a fixed location in Portugal, both of PT Portugal and ONI are present. According to  the
information provided by the Notifying Party, PT Portugal has a market share of [60-70]%, whereas ONI has a market share of [0-5]%.

However, the Commission considers that the Transaction does not raise competition concerns as regards the wholesale market for  call  origination
services at a fixed location in light of the fact that such market is regulated.

By decision of August 14, 2014, in accordance with Article 7(3) of Directive 2002/21/EC and following consultation with  the  Commission,  ANACOM
adopted a decision regarding the wholesale market of call origination at a fixed location, and concluded that PT Portugal has significant  market
power in such market.[141] ANACOM therefore imposed a number of regulatory obligations on PT Portugal, including:

         • An obligation to meet reasonable requests for access and to provide network access under fair and reasonable conditions;

         • An obligation of non-discrimination between market players offers as regards the quality of service and supply and pricing;

         • An obligation of transparency, including the obligation in this respect to publish simplified information on network settings,  point
           of interconnection and tariff structure. In addition, PT Portugal must publish a reference interconnection  offer  as  wells  as  its
           terms, conditions, technical information and information on the quality of the  service.  In  case  of  technical  changes  affecting
           interconnection or other service providers, PT Portugal must provide information on such changes in advance. PT  Portugal  must  also
           publish a subscriber line resale offer; and

         • An obligation to set prices based (i) on the principle of cost-orientation and (ii) on a retail minus basis applied  to  the  monthly
           charge of the subscriber line resale offer. In addition, PT Portugal must provide a separate accounting system.

In light of the regulatory rules described above, the Commission considers that the Transaction does not raise serious  doubts  as  regards  call
origination services at a fixed location in Portugal. Post-Transaction, Altice  will  be  subject  to  the  same  regulatory  obligations  of  PT
Portugal, including those of cost orientation and retail minus basis principle.

Therefore, the Commission concludes that the Transaction does not raise serious doubts with regard to the wholesale market for  call  origination
services at a fixed location in Portugal.

8 Wholesale market for call transit services at a fixed location in Portugal

On the wholesale market for call transit services at a fixed location in Portugal, both PT Portugal and ONI  are  active.  In  such  market,  the
Notifying Party estimates that PT Portugal’s market share is of [40-50]-[60-70]%, whereas ONI’s share is of [10-20]-[30-40]%.[142]

In its decision of 25 May 2005,[143] ANACOM found that the Portuguese wholesale market for call  transit  services  at  a  fixed  location  is  a
residual and competitive market, and, as it did not find any operator with significant  market  power,  removed  the  access  obligations  on  PT
Portugal.

Post-Transaction the merged entity would have a combined share of [60-70]-[90-100]% in this market, which in itself could be  taken  as  evidence
of a dominant market position.[144] Therefore, the Commission concludes that the Transaction raises serious doubts as to its  compatibility  with
the internal market in relation to the wholesale market for call transit services at a fixed location in Portugal.

9 Conclusion

In light of the above, the Commission concludes that the Transaction raises serious doubts as to its compatibility with the  internal  market  in
the following horizontally affected markets on which the Parties’ activities overlap: (i) the retail supply of fixed  voice  services,  (ii)  the
retail supply of internet access services, (iii) the retail supply of pay TV services,  (iv)  the  possible  market  for  the  retail  supply  of
multiple play services, in particular in double and triple play, (v) the provision of B2B telecommunication services, (vi) the  wholesale  supply
of leased lines, and (vii) the wholesale supply of call transit service at a fixed location..

2 Vertical assessment

The Transaction gives rise to a number of vertically affected markets, which relate (i) to the wholesale supply of TV  channels  and  the  retail
provision of pay TV services; (ii) to a number of wholesale markets for call services and for leased lines and their related  downstream  markets
(the Portuguese and French retail markets for fixed voice and mobile services, the Portuguese retail market for  internet  access  services,  the
Portuguese retail market for pay TV services and the Portuguese market for leased lines).[145]

Moreover, one market participant addressed a complaint to the Commission, pointing out that there  are  serious  competitive  issues  on  several
Portuguese retail telecommunications markets due to the lack of appropriate regulation in some of the upstream wholesale markets.  However,  such
potential issues are not merger-specific and will not be impacted by merger-specific elements.

1 Wholesale supply of TV channels (upstream) and retail provision of pay TV services (downstream)

As explained in section V.1.3, Cabovisão and PT Portugal are active in the retail supply of pay TV services  in  Portugal.  Additionally,  Altice
controls SportTV Sàrl and NewsLux, which are two companies that licence TV channels to TV distributors.

SportTV Sàrl owns French-language sport channels commercialised under the brand "Ma chaîne sport" ("MCS"). NewsLux owns the  news  channels  i24,
which is broadcast in French and in English (and in some countries, in Arabic). In Portugal, these  channels  are  licensed  to  Cabovisão  only,
which includes them in its retail offer and broadcasts them.

The wholesale supply of TV channels is vertically related to the retail supply of pay TV services, as  TV  broadcasters  license  their  channels
(and attached non-linear services) as an input to TV distributors, which then include the TV channels in their retail  offer.  In  light  of  the
fact that Altice, is active in the wholesale supply of TV channels and that PT Portugal and Cabovisão are active in  the  downstream  market  for
the retail supply of pay TV channels in Portugal with a combined share in excess of [30-40]%, the wholesale supply of TV channels and the  retail
provision of pay TV services in Portugal are vertically affected by the Transaction.

However, no input or customer foreclosure are likely to arise since:

        • Input foreclosure – According to the information provided by the Notifying Party, the MCS and i24 channels have viewer shares  […]  in
          Portugal. The Notifying Party provided a study according to which these channels are not among the first […] channels in  Portugal  in
          terms of viewer shares.[146] Additionally, the Commission investigated whether market participants in Portugal considered MCS and  i24
          as "must have" channels for the purpose of retail TV distribution. Respondents stated that MCS and i24 are minor channels, with  small
          shares and content similar to that of many other larger channels, and there is no competitive demand for  these  channels,  which  are
          only broadcast by Cabovisão. Respondents indicated that these channels should not be qualified as "must have" channels that a provider
          of retail TV services needs in order to have a competitive retail TV service offering  in  Portugal.[147]  Therefore,  the  Commission
          considers that, even if, post-Transaction, Altice were to have the ability and the incentive to reserve these channels to PT Portugal,
          any such conduct would likely not lead to the foreclosure of PT Portugal's competitors on the market  for  the  provision  of  pay  TV
          retail services.

        • Customer foreclosure – The Commission considers it is highly unlikely  that,  post-Transaction,  Altice  would  restrict  third  party
          channel access to PT Portugal's pay TV platform. Post-Transaction, Altice would continue to have a strong interest in ensuring that PT
          Portugal's pay TV platform carries as many attractive channels as possible in order for it to be able to compete with the offerings of
          the other competing providers of retail pay TV services. This is all the more the case given the fact that Altice’s  channels  are  of
          minor importance and have limited viewer shares in Portugal,

The Commission therefore concludes that the Transaction does not raise vertical competition concerns, as it  is  unlikely  that  post-Transaction
the merged entity could engage in input and/or customer foreclosure on the markets for the wholesale supply of TV channels  and  for  the  retail
supply of pay TV services in Portugal.

2 Wholesale supply of call services (origination, termination, transit) and of leased  lines  (upstream)  and  several  retail  telecommunication
       markets (downstream)

As can be seen from the tables below, the Transaction gives rise to a number of vertically affected markets  in  relation  to  several  wholesale
markets for call services (fixed origination, transit and termination, mobile termination, roaming)  and  for  leased  lines,  given  that  these
markets are inputs to several downstream markets, including fixed voice and mobile telecommunications services. However, with  the  exception  of
the wholesale market for domestic call transit services and the wholesale market for leased lines (see Table  15),  all  the  upstream  wholesale
markets concerned are regulated (see Table 14).

Table 14 - Vertically affected markets in relation to upstream markets subject to regulation (2014 market shares)

|Upstream markets                                                   |Downstream market                                                  |
|Portuguese wholesale market for call origination services at a     |Portuguese market for retail supply of fixed voice services        |
|fixed location (regulated market)[148]                             |- Residential                                                      |
|PT Portugal ([60-70]%); ONI ([0-5]%)                               |PT Portugal ([40-50]%); Cabovisão ([0-5]%)                         |
|                                                                   |- Non-residential                                                  |
|                                                                   |PT Portugal ([50-60]%); ONI ([0-5]%)                               |
|                                                                   |French market for retail supply of fixed voice services            |
|                                                                   |Altice[149] ([20-30]%)                                             |
|Portuguese wholesale market for call termination services at a     |Portuguese market for retail supply of fixed voice services        |
|fixed location ("one net market" - regulated market)[150]          |- Residential                                                      |
|PT Portugal (100%);                                                |PT Portugal ([40-50]%); Cabovisão ([5-10]%)                        |
|Cabovisão (100%);                                                  |- Non-residential                                                  |
|ONI (100%)                                                         |PT Portugal ([50-60]%); ONI ([0-5]%)                               |
|                                                                   |Portuguese market for retail supply of mobile telecommunications   |
|                                                                   |services                                                           |
|                                                                   |PT Portugal ([40-50]%)                                             |
|                                                                   |French market for retail supply of fixed voice services            |
|                                                                   |Altice ([20-30]%)                                                  |
|                                                                   |French market for retail supply of mobile telecommunications       |
|                                                                   |services                                                           |
|                                                                   |Altice[151] ([20-30]%)                                             |
|Portuguese wholesale market for call termination services on       |Portuguese market for retail supply of fixed voice services        |
|individual mobile networks (regulated market)[152]                 |- Residential                                                      |
|PT Portugal (100%)                                                 |PT Portugal ([40-50]%); Cabovisão ([5-10]%)                        |
|                                                                   |- Non-residential                                                  |
|                                                                   |PT Portugal ([50-60]%); ONI ([0-5]%)                               |
|                                                                   |French market for retail supply of fixed voice services            |
|                                                                   |Altice ([20-30]%)                                                  |
|                                                                   |French market for retail supply of mobile telecommunications       |
|                                                                   |services                                                           |
|                                                                   |Altice ([20-30]%)                                                  |
|French wholesale market for call termination services at a fixed   |Portuguese market for retail supply of fixed voice services        |
|location (regulated market)[153]                                   |- Residential                                                      |
|Numericable/SFR (100%)                                             |PT Portugal ([40-50]%); Cabovisão ([5-10]%)                        |
|                                                                   |- Non-residential                                                  |
|                                                                   |PT Portugal ([50-60]%); ONI ([0-5]%)                               |
|French wholesale market for call termination services on individual|                                                                   |
|mobile networks (regulated market)[154]                            |                                                                   |
|Numericable/SFR (100%)                                             |                                                                   |
|                                                                   |Portuguese market for retail supply of mobile telecommunications   |
|                                                                   |services                                                           |
|                                                                   |PT Portugal ([40-50]%)                                             |
|Portuguese market for international roaming services (regulated    |French market for retail supply of mobile telecommunications       |
|market)[155]                                                       |services                                                           |
|PT Portugal: [40-50]%                                              |Altice ([20-30]%)                                                  |
|French wholesale market for international roaming services         |Portuguese market for retail supply of mobile telecommunications   |
|(regulated market)[156]                                            |services                                                           |
|Numericable / SFR ([30-40]%)                                       |PT Portugal ([40-50]%)                                             |

  Source: Form CO, Parties' replies to Commission RFIs of 20 March, 26 March and 8 April 2015

Table 14 above presents the vertical links between upstream markets subject to regulation and their related downstream markets.

As regards mobile and fixed call termination, each network constitutes a market, on which the respective operator  has  100%  market  share.  The
significant market power that each operator exercises is therefore subject to regulation by ANACOM in Portugal and by  ARCEP  in  France  through
both non-tariff and price control obligations.

As regards call origination, ANACOM has imposed on PT Portugal obligations (such as network access provision,  non-discrimination,  transparency,
separate accounting) which will continue to apply to the merged entity post-Transaction.

As regards international roaming services, mobile network operators active in Portugal need to procure wholesale international  roaming  services
in Member States where they are not active themselves, including in France. The "Roaming Regulation"[157] imposes a price cap  on  the  wholesale
prices that mobile network operators may charge their roaming customers within the EEA. At the wholesale level, Roaming  Regulation  caps  prices
for operators from Member States for voice roaming charges, text messages  and  connection  to  mobile  internet.  In  addition,  mobile  network
operators must meet all reasonable requests for wholesale roaming access. Mobile  network  operators  are,  therefore,  prevented  from  refusing
access to their network and from charging excessive termination fees.

The Commission therefore considers that competition concerns are unlikely to arise from the Transaction in relation to these regulated markets.

Table 15 – Other vertically affected markets in relation to upstream markets not subject to regulation (2014 market shares)

|Upstream markets                                                   |Downstream market                                                  |
|Portuguese wholesale market for domestic call transit services at a|Portuguese market for retail supply of fixed voice services        |
|fixed location                                                     |- Residential                                                      |
|PT Portugal ([40-50]-[60-70]%); ONI ([10-20]-[30-40]%)             |PT Portugal ([40-50]%); Cabovisão ([5-10]%)                        |
|                                                                   |- Non-residential                                                  |
|                                                                   |PT Portugal ([50-60]%); ONI ([0-5]%)                               |
|                                                                   |Portuguese market for retail supply of mobile telecommunications   |
|                                                                   |services                                                           |
|                                                                   |PT Portugal ([40-50]%)                                             |
|                                                                   |French market for retail supply of fixed voice services            |
|                                                                   |Altice ([20-30]%)                                                  |
|                                                                   |French market for retail supply of mobile telecommunications       |
|                                                                   |services                                                           |
|                                                                   |Altice ([20-30]%)                                                  |
|Portuguese wholesale market for leased lines[158]                  |Portuguese market for retail supply of fixed voice services        |
|PT Portugal ([50-60]%); ONI ([5-10]-[10-20]%)                      |- Residential                                                      |
|                                                                   |PT Portugal ([40-50]%); Cabovisão ([5-10]%)                        |
|                                                                   |- Non-residential                                                  |
|                                                                   |PT Portugal ([50-60]%); ONI ([0-5]%)                               |
|                                                                   |Portuguese market for retail supply of internet access             |
|                                                                   |PT Portugal ([40-50]%); Cabovisão ([5-10]%); ONI ([0-5]%)          |
|                                                                   |Portuguese market for retail supply of pay TV[159]                 |
|                                                                   |PT Portugal ([40-50]%); Cabovisão ([5-10]%)                        |
|                                                                   |Portuguese retail market for leased lines[160]                     |
|                                                                   |PT Portugal ([30-40]%); ONI [10-20]%)                              |

  Source: Form CO, Parties' replies to Commission RFIs of 20 March, 26 March and 8 April 2015

Table 15 above presents the vertical links between each of the wholesale market for domestic call transit services and of  the  wholesale  market
for leased lines, and their related downstream markets.

The Transaction is likely to lead to the creation or strengthening of a dominant market position upstream in the wholesale  market  for  domestic
call transit services and the wholesale market for leased lines but also in several downstream markets, as analysed in section V.1 on  horizontal
assessment. Such dominant position could lead to the ability for the merged entity to engage in input foreclosure by limiting the access  to  its
call transit services and to its leased lines, and to customer foreclosure by preventing competitors on the related downstream  markets  to  have
access to a significant customer.

However, even if the merged entity were to have the ability as well as  the  incentive  to  carry  out  input  or  customer  foreclosure  due  to
significant market power upstream and/or downstream, the Final Commitments will remove any horizontal overlap and vertical link in Portugal  that
is merger-specific as they would entirely remove all overlaps between the Parties’ Portuguese activities.

The only change post-Transaction would be the replacement of Cabovisão/ONI by PT Portugal on the  wholesale  market  for  domestic  call  transit
services which is upstream to the French markets for retail supply of fixed voice services and for retail supply  of  mobile  services  in  which
Altice will remain active. However, the market investigation did not bring any evidence on the ability  and  incentive  of  Altice  to  foreclose
access to wholesale services for domestic call transit for players active on the French markets for retail supply of  fixed  voice  services  and
for retail supply of mobile services. In addition, even if Altice had the ability to deny access  to  its  Portuguese  services  for  competitors
active in France, it would need to find such conduct profitable: for this, significant churn from customers of its competitors  in  France  would
need to occur as a consequence of such conduct on the Portuguese market and to its benefit. The Commission therefore considers  that  such  input
foreclosure is unlikely to occur.

In light of the above, the Commission concludes that the Transaction does not raise serious doubts  with  regard  to  the  wholesale  market  for
domestic call transit services and the wholesale market for leased lines, and the related downstream markets.

3 Conclusion

In light of the above, the Commission concludes that the Transaction does not raise serious doubts with regard as to its compatibility  with  the
internal market in the markets vertically affected by the Transaction, in light of the fact that most of those vertically  affected  markets  are
subject to regulation, and that, on those vertically affected markets that are not regulated, the Final Commitments submitted  by  the  Notifying
Party remove any possible vertical foreclosure concerns.

COMMITMENTS

In order to remove the serious doubts arising from the Transaction described in Section V,  the  Notifying  Party  submitted  commitments  on  25
February 2015 under Article 6(2) of the Merger Regulation (the "Initial Commitments").

The Initial Commitments were market tested by the Commission on 4 March 2015. The Commission informed the Notifying Party of the results  of  the
market test on 20 March 2015.

Following the feedback received from market participants during the market test, on 31 March 2015 the Notifying Party submitted a revised set  of
commitments, signed on 28 March 2015 (as defined in paragraph (12), the "Final Commitments").

1 Description of the proposed commitments

1 Initial Commitments

The Initial Commitments of 25 February 2015 consisted of the divestment to one or two suitable purchasers of the  Cabovisão  and  ONI  businesses
("Divestment Business") as described below and in more detail in the Schedule to the Initial Commitments.

The businesses to be divested included all assets and staff that contribute to the current operation or are necessary  to  ensure  the  viability
and competitiveness of Cabovisão and ONI, in particular:

       (i) all tangible and intangible assets (including intellectual property rights);

       (ii) all licences, permits and authorisations issued by any governmental organisation for the benefit of Cabovisão and ONI;

       (iii) all contracts, leases, commitments and customer orders Cabovisão and ONI;

       (iv) all customer, credit and other records of Cabovisão and ONI; and

       (iv) the Key Personnel and the Personnel of Cabovisão and ONI.

In addition, in the situation where the two businesses were to be sold to different purchasers, the  Initial  Commitments  included  transitional
service agreements ("TSAs") between Cabovisão and ONI for a duration of […]. These agreements provided for the maintaining of all the main  links
under which Cabovisão and ONI supply services to each other, or have access to each other's infrastructures.

The Commission launched a market test on the Initial Commitments on 3 March 2015. Questionnaires were addressed  to  competitors,  customers  and
potential purchasers indicated by the Notifying Party.

Respondents to the market test considered that, overall, the divestment of Cabovisão and ONI represents a  suitable  remedy  for  addressing  the
competition concerns raised by the Transaction and that each of the two businesses can be  considered  as  a  viable  stand-alone  business.[161]
However, respondents questioned a number of aspects in the Initial Commitments.

First, respondents commented on the scope of the Divestment Business, indicating that it was unclear whether all the necessary assets,  contracts
and personnel had been included in the Divestment Business for the purpose of ensuring the viability of the businesses to be divested.[162]

Second, respondents questioned the scope and the duration of the TSAs. Some respondents highlighted that any services provided  by  Cabovisão  to
ONI and vice-versa, but also any services currently provided by Altice (and affiliated undertakings) to Cabovisão and  ONI  should  be  included.
Some respondents also indicated that the duration of […] of the TSAs was insufficient.[163]

Third, in relation to the purchaser criteria  included  in  the  Initial  Commitments,  the  majority  of  the  respondents  indicated  that  the
purchaser(s) of the assets should have previous experience in the telecommunications services sector.[164]

Furthermore, some respondents stated that the commitments should include an upfront buyer clause (whereby the proposed  concentration  cannot  be
implemented before Altice or the Divestiture Trustee has entered into a final binding sale and purchase agreement for the sale of  the  Cabovisão
and ONI businesses, and the Commission has approved the purchaser(s) and the terms of sale) in order to ensure that these assets  would  actually
be sold to a suitable buyer and that the sales process takes place  as  quickly  as  possible  with  a  view  to  preserving  the  viability  and
competitiveness of each of Cabovisão and ONI.[165]

The Commission informed the Notifying Party of the results of the market test and of the shortcomings identified in the Initial Commitments.  The
Notifying Party made certain improvements to the commitments and submitted the Final Commitments on 31 March 2015.

2 The Final Commitments

The Final Commitments consist of the divestment of the Cabovisão and ONI's businesses as described in paragraphs  (198)  -  (200),  that  is  all
assets and staff that contribute to the current operation or are necessary  to  ensure  the  viability  and  competitiveness  of  the  Divestment
Business. For the sake of clarity, it was specified in the Schedule of the Final Commitments that all assets  and  staff  of  Cabovisão  and  ONI
shall be part of the Divesment Business, while the Schedule only provides a  non-exhaustive  list  of  the  main  assets  and  staff.  Additional
precisions were also added regarding personnel and contracts (in particular customer contracts) to reflect the comments raised by respondents  in
the market test on the scope of the business.

As regards personnel, the non-solicitation clause related to Key Personnel was extended […] to ensure that the Key  Personnel  remains  with  the
Divestment Businesses. The Final Commitments provide additional flexibility for the purchaser, by specifying that all the personnel  employed  by
Cabovisão and ONI should be part of the Divestment Business unless otherwise agreed with the purchaser.

Additional clauses were added in the Final Commitments to ensure that customer contracts and contracts in general to which Cabovisão  and/or  ONI
are parties are swiftly transferred. First of all, the Final Commitments specify in the Schedule that all customer  contracts  of  Cabovisão  and
ONI should be divested, in order to avoid any customer erosion between the Effective Date and Closing as  customers  are  key  elements  for  the
attractiveness and the viability of the Divestment Business. In addition, Altice should use its best endeavours to ensure that all  contracts  to
which Cabovisão and/or ONI are parties are novated and transferred to the purchaser in a short timeframe.

In addition, to further ensure that the Divestment Business' viability, marketability and competitiveness  are  preserved,  the  Notifying  Party
also added several elements in the Final Commitments in relation to the First Divestiture Period and the Hold Separate Manager(s) as  defined  in
the text of Final Commitments. The Final Commitments provide that Altice should appoint the Hold Separate Manager(s) no later than […]  from  the
Effective Date (and in any event, prior to the closing of the acquisition of PT Portugal by Altice). […].

The Notifying Party also broadened the scope and duration of the TSAs. First, the Notifying Party included in the  Final  Commitments  additional
TSAs covering the links between Altice and each of the two businesses to be divested. These additional  TSAs  provide  that  for  a  transitional
period of […] after the closing of the Transaction, Altice and its affiliated undertakings (for example Numericable) will continue to  supply  to
each of Cabovisão and ONI, at reasonable financial conditions, access to the services  and  infrastructures  that  Cabovisão  and  ONI  currently
receive from Altice and its affiliated undertakings.

  Second, the duration of the TSAs between Cabovisão and ONI was aligned with the TSAs provided by Altice to Cabovisão and ONI by extending them
                             from […]. The scope of these TSAs was also slightly broadened with the inclusion of […].

Third, the Final Commitments also specify that the Monitoring Trustee should oversee the conclusion and implementation of the TSAs,  as  part  of
its monitoring role regarding the preservation of the Divestment Business.

Finally, the  revised  commitments  include  reinforced  purchaser  criteria,  stipulating  that  the  purchaser  must  have  experience  in  the
telecommunications sector.

2 The Commission’s assessment

1 Remedies principles

According to the Commission's notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under  Commission  Regulation  (EC)  No
802/2004 (the "Remedies Notice"), where a concentration raises serious doubts as to its compatibility with the internal market, the  parties  may
undertake to modify the concentration so as to resolve the competition concerns identified by the Commission and thereby gain clearance of  their
merger.[166]

The following principles from the Remedies Notice apply where parties choose to offer commitments in order to restore effective competition.

It is for the parties to the concentration to put forward commitments.[167] The Commission only has power to accept commitments that  are  deemed
capable of rendering the concentration compatible with the internal market.[168]  In  Phase  I,  commitments  can  only  be  accepted  where  the
competition problem is readily identifiable and can easily be remedied. The competition problem therefore needs to be so straightforward and  the
remedies so clear-cut that it is not necessary to enter into an in-depth investigation and that the commitments are sufficient  to  clearly  rule
out serious doubts within the meaning of Article 6(1)(c) of the Merger Regulation. Where the assessment indicates that the  proposed  commitments
remove the grounds for serious doubts on this basis, the Commission clears the merger in Phase I.[169]

As concerns the form of acceptable commitments, the Merger Regulation leaves discretion to the Commission as long as  the  commitments  meet  the
requisite standard.[170] Structural commitments will meet the conditions set out above only in so far as the Commission is able to conclude  with
the requisite degree of certainty that it will be possible to implement them and that it will  be  likely  that  the  new  commercial  structures
resulting from them will be sufficiently workable and lasting to ensure that  the  significant  impediment  to  effective  competition  will  not
materialise.[171]

Divestiture commitments are generally the best way to eliminate competition concerns resulting from horizontal overlaps.[172]

The divested activities must consist of a viable business that, if operated by a suitable purchaser, can  compete  effectively  with  the  merged
entity on a lasting basis and that is divested as a going concern. The business must include all the  assets  which  contribute  to  its  current
operation or which are necessary to ensure its viability and competitiveness and  all  personnel  which  are  currently  employed  or  which  are
necessary to ensure the business' viability and competitiveness.[173]

Personnel and assets which are currently shared between the business to be divested and other businesses of the parties, but which contribute  to
the operation of the business or which are necessary to ensure  its  viability  and  competitiveness,  must  also  be  included.  Otherwise,  the
viability and competitiveness of the business to be divested would be endangered. Therefore, the divested business  must  contain  the  personnel
providing essential functions for the business such as, for instance, group R&D and information technology staff even where  such  personnel  are
currently employed by another business unit of the parties — at least in a sufficient proportion to meet  the  on-going  needs  of  the  divested
business.[174]

A viable business is a business that can operate on a stand-alone-basis, which means independently of the merging parties as regards  the  supply
of input materials or other forms of cooperation other than during a transitory period.[175]

The intended effect of the divestiture will only be achieved if and once the business is transferred to a suitable purchaser in  whose  hands  it
will become an active competitive force in the market. The potential of a business to attract  a  suitable  purchaser  is  an  important  element
already of the Commission's assessment of the appropriateness of the proposed commitment. In order to ensure that the business is divested  to  a
suitable purchaser, the commitments must include criteria to define the suitability of potential purchasers. This will allow  the  Commission  to
conclude that the divestiture of the business to such a purchaser will likely remove the competition concerns identified.[176]

In the ultimate assessment of proposed commitments, the Commission considers all relevant factors including inter alia the type, scale and  scope
of the proposed commitments, judged by reference to the structure and particular characteristics of the market concerned, including the  position
of the parties and other participants on the market.[177] The commitments must be capable of being implemented effectively within a short  period
of time.[178]

It is against this background that the Commission analysed the proposed Commitments in this case.

2 Assessment of the Final Commitments

In this case, the Commission considers that the Final Commitments offered by the Notifying Party on 31 March 2015 are sufficient  to  remove  the
serious doubts regarding the compatibility of the Transaction with the internal market in relation to the affected markets  outlined  in  section
IV.2.4.

First, the Final Commitments consist in the divestiture of the two existing businesses of Cabovisão and ONI and therefore  constitute  structural
remedies, which are generally the best way to eliminate competition concerns resulting from a merger.[179]

Second, the Final Commitments will completely remove the overlaps between the Parties' activities in all the  horizontally  affected  markets  in
Portugal, thereby dispelling the serious doubts identified by the Commission in section V of this Decision.  Given  that  any  possible  vertical
concerns arising from the Transaction also relate to the Parties’ activities  overlapping  in  several  upstream  markets,  the  removal  of  the
horizontal overlaps by means of the Final Commitments also removes any serious doubts arising from vertical links.

Third, the businesses to be divested consist of two companies, Cabovisão and ONI, which are both viable businesses that can operate on  a  stand-
alone-basis, independently of the Parties.[180] Though they are incorporated within Altice, it can be concluded based on  the  Notifying  Party’s
submission that each of Cabovisão and ONI are currently run and operated on a standalone basis, independently from Altice and  from  each  other,
as distinct legal entities with their own services, personnel, clients  and  tangible  and  intangible  assets,  including  network  and  related
infrastructure, trademarks and software.

While the two companies have certain links with Altice and with each other  in  relation  to  certain  services  and  infrastructures,  the  TSAs
included in the Final Commitments ensure that these links, required for the  purpose  of  Cabovisão’s  and  ONI’s  viability  for  the  necessary
transitory period, will be maintained.[181] Furthermore, the scope of the TSAs has been extended  to  cover  the  current  services  provided  by
Altice (and affiliated undertakings) to each of Cabovisão and ONI, thus ensuring a  smooth  transition  following  the  divestiture  of  the  two
businesses. In particular, in case Cabovisão and ONI would be sold to two different purchasers, in view  of  the  limited  links  and  associated
value associated with the services that Cabovisão and ONI provide to each other, as well as  the  […]  transitional  period  during  which  these
services will be provided, the TSAs will ensure that Cabovisão and ONI remain viable and competitive.

Fourth, as regards the scope of the Divestment Business and its transfer to suitable  purchaser(s),  both  Cabovisão's  and  ONI's  tangible  and
intangible assets as well as Key Personnel and personnel offered in the Final Commitments will allow the purchaser(s)  to  successfully  run  the
divestment businesses and effectively compete on the market.

During the market test of the Initial Commitments, a limited number of respondents questioned whether an upfront buyer clause would be  necessary
in this case, given the limited number of potential buyers in this case. However, the Commission takes  the  view  that  such  a  clause  is  not
necessary due to the fact that the Notifying Party has submitted evidence of interest in the two businesses  from  several  potentially  suitable
purchasers.[182] […].

Finally, the specific criteria for suitability of the purchaser in this case also reduce risks as to the viability of  the  divestment  business.
The majority of the respondents to the market test considered that  the  purchaser  of  the  divestment  business  in  order  to  be  viable  and
competitive force should have experience in the telecommunications services sector. Consequently,  the  Notifying  Party  amended  the  purchaser
criteria and included this specific criterion in the Final Commitments.

3 Conclusion

For the reasons outlined above, the commitments entered into by the undertakings concerned are sufficient to eliminate the serious doubts  as  to
the compatibility of the Transaction with the internal market.

3 Conditions and obligations

Under the first sentence of the second subparagraph of Article 6(2) of  the  Merger  Regulation,  the  Commission  may  attach  to  its  decision
conditions and obligations intended to ensure that the undertakings concerned comply with the commitments they have entered  into  vis-à-vis  the
Commission with a view to rendering the concentration compatible with the internal market.

The achievement of the measure that gives rise to the change of the market is a condition, whereas the implementing steps which are necessary  to
achieve this result are generally obligations on the parties. Where a condition  is  not  fulfilled,  the  Commission's  decision  declaring  the
concentration compatible with the internal market no longer stands. Where the undertakings concerned  commit  a  breach  of  an  obligation,  the
Commission may revoke the clearance decision in accordance with Article 8(6)(b) of the Merger Regulation. The undertakings concerned may also  be
subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the Merger Regulation.[183]

In accordance with the basic distinction between conditions and obligations, the Decision in this case is conditional  on  full  compliance  with
the requirements set out in section B (as well as the associated Schedule) of the Final Commitments,  which  constitute  conditions  attached  to
this Decision, as only through full compliance therewith can the structural changes in the relevant markets be achieved. The  other  requirements
set out in the Final Commitments constitute obligations, as they concern the implementing steps which are necessary to achieve the  modifications
sought in a manner compatible with the internal market.

The full text of the Final Commitments is annexed to this Decision as Annex and forms an integral part thereof.

CONCLUSION

For the above reasons, the Commission has decided not to oppose the notified operation as modified by the Final Commitments  and  to  declare  it
compatible with the internal market and with the functioning of the EEA Agreement, subject to full compliance with the conditions  in  section  B
of the Final Commitments annexed to the present decision and with the obligations contained in the other sections of the said  commitments.  This
decision is adopted in application of Article 6(1)(b) in conjunction with Article 6(2) of the  Merger  Regulation  and  Article  57  of  the  EEA
Agreement.

For the Commission
(Signed)
Violeta BULC
Member of the Commission

                                                                                                                                       28/03/2015

                                                       Case M. 7499 – ALTICE / PT PORTUGAL

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation”), Altice (the “Notifying Party”) hereby enters into  the
following Commitments (the “Commitments”) vis-à-vis the European Commission (the “Commission”) with a view to rendering  the  acquisition  of  PT
Portugal by the Notifying Party (the “Concentration”) compatible with the internal market and the functioning of the EEA Agreement.

This text shall be interpreted in light of the Commission’s decision pursuant to Article  6(1)(b)  of  the  Merger  Regulation,  to  declare  the
Concentration compatible with the internal market and the functioning of the  EEA  Agreement  (the  “Decision”),  in  the  general  framework  of
European Union law, in particular in light of the Merger Regulation, and by reference to the  Commission  Notice  on  remedies  acceptable  under
Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (the “Remedies Notice”).

Section A.  Definitions

1. For the purpose of the Commitments, the following terms shall have the following meaning:

   Affiliated Undertakings: undertakings controlled by the Parties and/or by the ultimate parents of the Parties, whereby the notion  of  control
   shall be interpreted pursuant to Article 3 of the Merger Regulation and in light of the Commission Consolidated  Jurisdictional  Notice  under
   Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the "Consolidated Jurisdictional Notice").

   Assets: the assets that contribute to the current operation or are necessary to ensure the viability and  competitiveness  of  the  Divestment
   Business as indicated in Section B, paragraph 6 (a), (b) and (c) and described more in detail in the Schedule.

   Closing: the transfer of the legal title to the Divestment Business (or part of the Divestment Business) to a Purchaser.

   Closing Period: the period of […] from the approval of a Purchaser and the terms of sale by the Commission.

   Confidential Information: any business secrets, know-how, commercial information, or any other information of a proprietary nature that is not
   in the public domain.

   Conflict of Interest: any conflict of interest that impairs the Trustee's objectivity and independence in discharging  its  duties  under  the
   Commitments.

   Divestment Business: the businesses as defined in Section B and in the Schedule which the Notifying Party commits to divest, either jointly or
   separately.

   Divestment Package: each of the businesses composing the Divestment Business as defined in Section B and in the Schedule which  the  Notifying
   Party commits to divest.

   Divestiture Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by  Altice  and  who  has/have
   received from Altice the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum price.

   Effective Date: the date of adoption of the Decision.

   First Divestiture Period: the period of […] from the Effective Date.

   Hold Separate Manager(s): the person(s) appointed by Altice  for  the  Divestment  Business  to  manage  the  day-to-day  business  under  the
   supervision of the Monitoring Trustee.

   Key Personnel: all personnel necessary to maintain the viability and competitiveness of the Divestment Business, as listed  in  the  Schedule,
   including the Hold Separate Manager.

   Monitoring Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by Altice, and who has/have the
   duty to monitor Altice’s compliance with the conditions and obligations attached to the Decision.

   Parties: the Notifying Party and the undertaking that is the target of the concentration.

   Personnel: all staff currently employed by the Divestment Business, including staff seconded to the Divestment Business, shared  personnel  as
   well as the additional personnel listed in the Schedule, it being understood that […].

   Purchaser(s): the entity(ies) approved by the Commission as acquirer of the Divestment Business,  or  part  of  the  Divestment  Business,  in
   accordance with the criteria set out in Section D.

   Purchaser Criteria: the criteria laid down in paragraph 16 of these Commitments that the Purchaser must fulfil in order to be approved by  the
   Commission.

   Schedule: the schedule to these Commitments describing more in detail the Divestment Business.

   Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

   Trustee Divestiture Period: the period of […] from the end of the First Divestiture Period.

   Altice: Altice SA incorporated under the laws of Luxembourg, with its registered office at 3 boulevard Royal, Luxembourg,  L-2449  Luxembourg,
   and registered with the Registre du Commerce et des sociétés of Luxembourg  under  number  B.  183.  391,  and  its  Affiliated  Undertakings,
   including Altice Portugal – Telecomunicacoes S.A., incorporated under the laws of Portugal, with its registered  office  at  Rua  do  Alecrim,
   número 26E, parish of Encarnação, 1200-018 Lisbon, Portugal, and registered with the Commercial Registry Office of Lisbon under number 510 160
   549.

Section B.  The commitment to divest and the Divestment Business

      Commitment to divest

2. In order to maintain effective competition, Altice commits to divest, or procure the divestiture of the Divestment Business by the end of  the
   Trustee Divestiture Period as a going concern to a single purchaser or two separate purchasers and on terms of sale approved by the Commission
   in accordance with the procedure described in paragraph 17 of these Commitments. To carry out the divestiture, Altice commits to find  one  or
   two purchaser(s) and to enter into one or two final binding sale and purchase agreement(s) for the sale of the Divestment Business within  the
   First Divestiture Period. If Altice has not entered into such (an) agreement(s) at the end of the First Divestiture Period, Altice shall grant
   the Divestiture Trustee an exclusive mandate to sell the unsold part of the Divestment Business in accordance with the procedure described  in
   paragraph 29 in the Trustee Divestiture Period.

3. Altice shall be deemed to have complied with this commitment if:

      (a)   by the end of the Trustee Divestiture Period, Altice or the Divestiture Trustee has entered into a final binding  sale  and  purchase
           agreement and the Commission approves the proposed purchaser(s) and the terms of sale as being consistent  with  the  Commitments  in
           accordance with the procedure described in paragraph 17; and

      (b)   the Closing of the sale of the Divestment Business to the Purchaser(s) takes place within the Closing Period.

4. In order to maintain the structural effect of the Commitments, the Notifying Party shall,  for  a  period  of  10  years  after  Closing,  not
   acquire, whether directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice,  footnote
   3) over the whole or part of the Divestment Business, unless, following the submission of a reasoned request from the Notifying Party  showing
   good cause and accompanied by a report from the Monitoring Trustee (as provided in paragraph 43 of these Commitments),  the  Commission  finds
   that the structure of the market has changed to such an extent that the absence of  influence  over  the  Divestment  Business  is  no  longer
   necessary to render the proposed concentration compatible with the internal market.

      Structure and definition of the Divestment Business

5. The Divestment Business consists of two businesses, namely (i) Cabovisão – Televisão por Cabo S.A. (“Cabovisão”)  and  all  its  subsidiaries,
   except the OniTelecom Group (“Oni”), and (ii) Oni (each of them, a  “Divestment  Package”,  and  together  the  “Divestment  Business”).   The
   Divestment Business provide telecommunications services to B2C and B2B customers.  The  legal  and  functional  structure  of  the  Divestment
   Business as operated to date is described in the Schedule. The Divestment Business, described in more detail in  the  Schedule,  includes  all
   assets and staff that contribute to the current operation or are necessary to ensure the  viability  and  competitiveness  of  the  Divestment
   Business, in particular:

      (a)   all tangible and intangible assets (including intellectual property rights);

      (b)   all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business;

      (c)   all contracts, leases, commitments and customer orders of the Divestment Business; all customer, credit  and  other  records  of  the
           Divestment Business; and

      (d)   unless otherwise agreed with the purchaser(s), the Key Personnel and the Personnel.

6. In addition, should  the Divestment businesses be sold separately, each of Divestment Package shall include  transitional  service  agreements
   providing the maintaining, for a transitional period of up to […] after Closing, on terms equivalent to those at present afforded to  each  of
   the Divestment Package and at reasonable financial conditions, of all current links under which the Divestment  Packages  supply  services  to
   each other, or have access to each other’s infrastructures, as detailed in the Schedule, unless otherwise agreed with the  Purchaser(s).  Each
   Divestment Package shall also include transitional service agreements providing the maintaining for a transitional period of up to  […]  after
   Closing,  at reasonable financial conditions, of all current links under which Altice and Affiliated Undertakings supply services to  each  of
   Divestment Package, or have access to Altice’s and Affiliated Undertakings’ infrastructures, as detailed in  the  Schedule,  unless  otherwise
   agreed with the Purchaser(s). Strict firewall procedures will be adopted so as to ensure that any competitively sensitive information  related
   to, or arising from such supply arrangements will not be  shared  with,  or  passed  on  to,  anyone  outside  the  technology  and  financial
   departments.

 Section C.  Related commitments

      Preservation of viability, marketability and competitiveness

7. From the Effective Date until  Closing,  the  Notifying  Party  shall  preserve  or  procure  the  preservation  of  the  economic  viability,
   marketability and competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as possible
   any risk of loss of competitive potential of the Divestment Business. In particular Altice undertakes:

    (a)    not to carry out any action that might have a significant  adverse  impact  on  the  value,  management  or  competitiveness  of  the
           Divestment Business or that might alter the nature and scope of activity, or the industrial or commercial strategy or the  investment
           policy of the Divestment Business;

    (b)    to make available, or procure to make available, sufficient resources for the development of the Divestment Business,  on  the  basis
           and continuation of the existing business plans;

    (c)    to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on
           industry practice), to encourage all Key Personnel to remain with the Divestment Business, and not to solicit or move  any  Personnel
           to Altice's remaining business. Where, nevertheless, individual members of the  Key  Personnel  exceptionally  leave  the  Divestment
           Business, Altice shall provide a reasoned proposal to replace the person or persons concerned to the Commission  and  the  Monitoring
           Trustee. Altice must be able to demonstrate to the Commission that the  replacement  is  well  suited  to  carry  out  the  functions
           exercised by those individual members of the Key Personnel. The replacement shall take place under the supervision of the  Monitoring
           Trustee, who shall report to the Commission.

      Hold-separate obligations

8. The Notifying Party commits, from the Effective Date until Closing, to keep the  Divestment  Business  separate  from  the  businesses  it  is
   retaining and to ensure that unless explicitly permitted under these Commitments: (i)  management and staff  of  the  businesses  retained  by
   Altice have no involvement in the Divestment Business; (ii) the Key Personnel and Personnel of the Divestment Business have no involvement  in
   any business retained by Altice and do not report to any individual outside the Divestment Business.

9. Until Closing, Altice shall assist the Monitoring Trustee in ensuring that the Divestment Business is  managed  as  a  distinct  and  saleable
   entity separate from the businesses which Altice is retaining. Immediately after the adoption of the Decision, and no later than […] from  the
   Effective Date (and in any event, prior to the closing of the acquisition of PT Portugal by Altice) Altice  shall  appoint  one  or  two  Hold
   Separate Manager(s). The Hold Separate Manager(s), who shall be part of the Key Personnel, shall manage the Divestment Business  independently
   and in the best interest of the businesses, with a view to ensuring their continued economic viability, marketability and competitiveness  and
   their independence from the businesses retained by Altice. The Hold Separate Manager(s)  shall  closely  cooperate  with  and  report  to  the
   Monitoring Trustee and, if applicable, the Divestiture Trustee. Any replacement of the Hold  Separate  Manager(s)  shall  be  subject  to  the
   procedure laid down in paragraph 8(c) of these Commitments. The Commission may, after having heard Altice, require Altice to  replace  one  or
   both Hold Separate Manager(s).

10. To ensure that the Divestment Business is held and managed as a separate entity the Monitoring Trustee  shall  exercise  Altice’s  rights  as
   shareholder in the legal entity or entities that constitute the Divestment Business (except for its rights in respect of  dividends  that  are
   due before Closing), with the aim of acting in the best interest of the businesses, which shall be determined on a stand-alone  basis,  as  an
   independent financial investor, and with a view to fulfilling Altice’s obligations under the Commitments. Furthermore, the Monitoring  Trustee
   shall have the power to replace members of the supervisory boards or non-executive directors  of  the  boards  of  directors,  who  have  been
   appointed on behalf of Altice. Upon request of the Monitoring Trustee, Altice’s shall resign as a member of the boards  or  shall  cause  such
   members of the boards to resign.

      Ring-fencing

11. Altice shall implement, or procure to implement, all necessary measures to ensure that it does not, after  the  Effective  Date,  obtain  any
   Confidential Information relating to the Divestment Business and that  any  such  Confidential  Information  obtained  by  Altice  before  the
   Effective Date will be eliminated and not be used by Altice. This includes measures vis-à-vis Altice’s appointees on  the  supervisory  boards
   and/or boards of directors of the Divestment Business. In particular, the participation of the Divestment Business in any central  information
   technology network shall be severed to the extent possible, without compromising the viability of the Divestment Business. Altice  may  obtain
   or keep information relating to the Divestment Business which is reasonably necessary for the divestiture of the Divestment  Business  or  the
   disclosure of which to Altice is required by law.

      Non-solicitation clause

12. The Parties undertake, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings do not solicit, the  Key
   Personnel transferred with the Divestment Business for a period of […] after Closing.

      Due diligence

13. In order to enable potential purchasers to carry out a reasonable due  diligence  of  the  Divestment  Business,  Altice  shall,  subject  to
   customary confidentiality assurances and dependent on the stage of the divestiture process:
    (a)    provide to potential purchasers sufficient information as regards the Divestment Business;
    (b)    provide to potential purchasers sufficient information relating to the Personnel and allow them reasonable access to the Personnel.

      Reporting

14. Altice shall submit written reports in English on potential purchasers of the Divestment Business and developments in the  negotiations  with
   such potential purchasers to the Commission and the Monitoring Trustee no later than 10 days after  the  end  of  every  month  following  the
   Effective Date (or otherwise at the Commission’s request). Altice shall submit a list of all potential purchasers having expressed interest in
   acquiring the Divestment Business to the Commission at each and every stage of the divestiture process, as well as a copy of  all  the  offers
   made by potential purchasers within five days of their receipt.

15. Altice shall inform the Commission and the Monitoring Trustee on the preparation of  the  data  room  documentation  and  the  due  diligence
   procedure and shall submit a copy of any information memorandum to the Commission and the Monitoring Trustee before sending the memorandum out
   to potential purchasers.

Section D.  The Purchaser

16. In order to be approved by the Commission, the Purchaser(s) must fulfil the following criteria:

    (a) The Purchaser(s) shall be independent of and unconnected to the Notifying Party and its Affiliated  Undertakings  (this  being  assessed
    having regard to the situation following the divestiture).
    (b) The Purchaser(s) shall have the financial resources, proven expertise in the telecommunications sector and  incentive  to  maintain  and
    develop the Divestment Business as a viable and active competitive force in competition with the Parties and other competitors;
    (c) The acquisition of the Divestment Business by the Purchaser(s) must neither be likely to create, in light of the  information  available
    to the Commission, prima facie competition concerns nor give rise to a risk that the implementation of the Commitments will be  delayed.  In
    particular, the Purchaser(s) must reasonably be expected to obtain all necessary approvals from the relevant regulatory authorities for  the
    acquisition of the Divestment Business.

17. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment  of  the  Divestment  Business(es)
   shall be conditional on the Commission’s approval. When Altice has reached an agreement with a purchaser, it shall submit a  fully  documented
   and reasoned proposal, including a copy of the final agreement(s), within one week to the Commission and the Monitoring Trustee.  Altice  must
   be able to demonstrate to the Commission that the purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold in a
   manner consistent with the Commission's Decision and the Commitments. For the approval, the Commission shall verify that the purchaser fulfils
   the Purchaser Criteria and that the Divestment Business is being sold in a manner consistent with the Commitments including their objective to
   bring about a lasting structural change in the market. The Commission may approve the sale of the Divestment  Business  without  one  or  more
   Assets or parts of the Personnel, or by substituting one or more Assets or parts of the  Personnel  with  one  or  more  different  assets  or
   different personnel, if this does not affect the viability and competitiveness of the Divestment Business after the sale,  taking  account  of
   the proposed purchaser.

Section E.  Trustee

      I.    Appointment procedure

18. Altice shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring Trustee.  The  Notifying
   Party commits not to close the Concentration before the appointment of a Monitoring Trustee.

19. If Altice has not entered into (a) binding sale and purchase agreement(s) regarding the whole Divestment Business one month  before  the  end
   of the First Divestiture Period or if the Commission has rejected a purchaser proposed by Altice at that  time  or  thereafter,  Altice  shall
   appoint a Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect upon the commencement of the  Trustee  Divestiture
   Period.

20. The Trustee shall:
    (i) at the time of appointment, be independent of the Notifying Party and its Affiliated Undertakings;
    (ii) possess the necessary qualifications to carry out its mandate, for example have sufficient relevant experience as an investment  banker
    or consultant or auditor; and
    (iii) neither have nor become exposed to a Conflict of Interest.

21. The Trustee shall be remunerated by the Notifying Party in a way that does not  impede  the  independent  and  effective  fulfilment  of  its
   mandate. In particular, where the remuneration package of a Divestiture Trustee includes a success premium linked to the final sale  value  of
   the Divestment Business, such success premium may only be earned if the divestiture takes place within the Trustee Divestiture Period.

            Proposal by Altice

22. No later than […] after the Effective Date, Altice shall submit the name or names of one  or  more  natural  or  legal  persons  whom  Altice
   proposes to appoint as the Monitoring Trustee to the Commission for approval. No later than […] before the end of the First Divestiture Period
   or on request by the Commission, Altice shall submit a list of one or more persons whom Altice proposes to appoint as Divestiture  Trustee  to
   the Commission for approval. The proposal shall contain sufficient information for the  Commission  to  verify  that  the  person  or  persons
   proposed as Trustee fulfil the requirements set out in paragraph 20 and shall include:

    (a)    the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil its duties under
           these Commitments;

    (b)    the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks;

    (c)    an indication whether the proposed Trustee is to act as both Monitoring Trustee and Divestiture Trustee or whether different trustees
           are proposed for the two functions.

            Approval or rejection by the Commission

23. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the  proposed  mandate  subject  to  any
   modifications it deems necessary for the Trustee to fulfil its obligations. If only one name is approved, Altice shall appoint or cause to  be
   appointed the person or persons concerned as Trustee, in accordance with the mandate approved by the Commission. If  more  than  one  name  is
   approved, Altice shall be free to choose the Trustee to be appointed from among the names approved. The Trustee shall be appointed within  one
   week of the Commission’s approval, in accordance with the mandate approved by the Commission.

            New proposal by Altice

24. If all the proposed Trustees are rejected, Altice shall submit the names of at least two more natural or legal persons within  […]  of  being
   informed of the rejection, in accordance with paragraphs 18 and 23 of these Commitments.

            Trustee nominated by the Commission

25. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a  Trustee,  whom  Altice  shall  appoint,  or
   cause to be appointed, in accordance with a trustee mandate approved by the Commission.
      II.   Functions of the Trustee

26. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments. The Commission may, on  its
   own initiative or at the request of the Trustee or Altice, give any orders or instructions to the Trustee in order to ensure  compliance  with
   the conditions and obligations attached to the Decision.

            Duties and obligations of the Monitoring Trustee

27. The Monitoring Trustee shall:

     i)          propose in its first report to the Commission a detailed work plan describing how it intends to  monitor  compliance  with  the
        obligations and conditions attached to the Decision.

    ii) oversee, in close co-operation with the Hold Separate Manager(s), the on-going management of the Divestment  Business  with  a  view  to
        ensuring its continued economic viability, marketability and competitiveness and monitor compliance by Altice with  the  conditions  and
        obligations attached to the Decision. To that end the Monitoring Trustee shall:

            (a)   monitor the preservation of the economic viability, marketability and competitiveness of the Divestment Business, including the
             conclusion and the implementation of any transitional service agreements that may be required, and  the  keeping  separate  of  the
             Divestment Business from the business retained by the Parties, in accordance with paragraphs 7 and 8 of these Commitments;

            (b)   supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph 9 of  these
             Commitments;

            (c)   with respect to Confidential Information:

               – determine all necessary measures to ensure that Altice does not after the Effective Date obtain  any  Confidential  Information
                 relating to the Divestment Business,
               – in particular strive for the severing of the Divestment Business’ participation in a central information technology network  to
                 the extent possible, without compromising the viability of the Divestment Business,
               – make sure that any Confidential Information relating to the Divestment Business obtained by Altice before  the  Effective  Date
                 is eliminated and will not be used by Altice and
               – decide whether such information may be disclosed to or kept by Altice as  the  disclosure  is  reasonably  necessary  to  allow
                 Altice to carry out the divestiture or as the disclosure is required by law;

            (d)   monitor the splitting of assets and the allocation of Personnel between  the  Divestment  Business  and  Altice  or  Affiliated
             Undertakings;

   iii) propose to Altice such measures as the Monitoring Trustee considers necessary to ensure Altice’s  compliance  with  the  conditions  and
        obligations attached to the Decision, in particular the maintenance of the full economic viability, marketability or competitiveness  of
        the Divestment Business, the holding separate of the Divestment Business and the non-disclosure of competitively sensitive information;

    iv) review and assess potential purchasers as well as the progress of the divestiture process and verify that, dependent on the stage of the
        divestiture process:

            (a)   potential purchasers receive sufficient and correct information relating to  the  Divestment  Business  and  the  Personnel  in
             particular by reviewing, if available, the data room documentation, the information memorandum and the due diligence process, and

            (b)   potential purchasers are granted reasonable access to the Personnel;

     v) act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

    vi) provide to the Commission, sending Altice a non-confidential copy at the same time, a written report within 15 days  after  the  end  of
        every month that shall cover the operation and management of the Divestment Business  as  well  as  the  splitting  of  assets  and  the
        allocation of Personnel so that the Commission can assess whether the business is held in a manner consistent with the  Commitments  and
        the progress of the divestiture process as well as potential purchasers;

   vii) promptly report in writing to the Commission, sending Altice a non-confidential copy at the same time, if  it  concludes  on  reasonable
        grounds that Altice is failing to comply with these Commitments;

  viii) within one week after receipt of the documented proposal referred to in paragraph 17 of these Commitments,  submit  to  the  Commission,
        sending Altice a non-confidential copy at the same time, a reasoned opinion as to the  suitability  and  independence  of  the  proposed
        purchaser and the viability of the Divestment Business after the Sale and as to whether the Divestment Business  is  sold  in  a  manner
        consistent with the conditions and obligations attached to the Decision, in particular, if relevant, whether the Sale of the  Divestment
        Business without one or more Assets or not all of the Personnel affects the viability of the Divestment Business after the sale,  taking
        account of the proposed purchaser(s);

    ix) assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

28. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the  Monitoring  Trustee  and  the  Divestiture  Trustee
   shall cooperate closely with each other during and for the purpose of the preparation of the Trustee Divestiture Period in order to facilitate
   each other's tasks.

            Duties and obligations of the Divestiture Trustee

29. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at  no  minimum  price  the  Divestment  Business  to  one  or  two
   purchaser(s), provided that the Commission has approved both the purchaser(s) and the  final  binding  sale  and  purchase  agreement(s)  (and
   ancillary agreements) as in line with the Commission's Decision and the  Commitments  in  accordance  with  paragraphs  16  and  17  of  these
   Commitments. The Divestiture Trustee shall include in the sale and purchase agreement(s) (as well as in any ancillary agreements)  such  terms
   and conditions as it considers appropriate for an expedient sale in the Trustee Divestiture Period. In particular, the Divestiture Trustee may
   include in the sale and purchase agreement(s) such customary representations and warranties and indemnities  as  are  reasonably  required  to
   effect the sale. The Divestiture Trustee shall protect the legitimate  financial  interests  of  Altice,  subject  to  the  Notifying  Party’s
   unconditional obligation to divest at no minimum price in the Trustee Divestiture Period.

30. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee shall provide  the  Commission  with  a
   comprehensive monthly report written in English on the progress of the divestiture process. Such reports shall be  submitted  within  15  days
   after the end of every month with a simultaneous copy to the Monitoring Trustee and a non-confidential copy to the Notifying Party.

      III.  Duties and obligations of the Parties

31.  Altice shall provide and shall cause its advisors to provide the Trustee with all such  co-operation,  assistance  and  information  as  the
   Trustee may reasonably require to perform its tasks. The Trustee shall have full and complete access to any  of  Altice’s  or  the  Divestment
   Business’ books, records, documents, management or other personnel, facilities, sites and technical information necessary for  fulfilling  its
   duties under the Commitments and Altice and the Divestment Business shall provide the Trustee upon request with copies of any document. Altice
   and the Divestment Business shall make available to the Trustee one or more offices on their premises and shall be available for  meetings  in
   order to provide the Trustee with all information necessary for the performance of its tasks.

32. Altice shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request on  behalf  of  the
   management of the Divestment Business. This shall include all administrative support functions relating to the Divestment Business  which  are
   currently carried out at headquarters level. Altice shall provide and shall cause its advisors to provide the Monitoring Trustee, on  request,
   with the information submitted to potential purchasers, in particular give the Monitoring Trustee access to the data  room  documentation  and
   all other information granted to potential purchasers in the due diligence procedure. Altice shall inform the Monitoring Trustee  on  possible
   purchasers, submit lists of potential purchasers at each stage of the selection process, including the offers made by potential purchasers  at
   those stages, and keep the Monitoring Trustee informed of all developments in the divestiture process.

33. Altice shall grant or procure Affiliated Undertakings to grant comprehensive powers of attorney, duly executed, to  the  Divestiture  Trustee
   to effect the sale (including ancillary agreements), the Closing and all actions and declarations  which  the  Divestiture  Trustee  considers
   necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors to assist  with  the  sale  process.  Upon
   request of the Divestiture Trustee, Altice shall cause the documents required for effecting the sale and the Closing to be duly executed.

34. Altice shall indemnify the Trustee and its employees and agents (each an “Indemnified  Party”)  and  hold  each  Indemnified  Party  harmless
   against, and hereby agrees that an Indemnified Party shall have no liability to Altice for, any liabilities arising out of the performance  of
   the Trustee’s duties under the Commitments, except to the extent that such liabilities result from the  wilful  default,  recklessness,  gross
   negligence or bad faith of the Trustee, its employees, agents or advisors.

35. At the expense of Altice, the Trustee may appoint advisors (in particular for  corporate  finance  or  legal  advice),  subject  to  Altice’s
   approval (this approval not to be unreasonably withheld or delayed) if the Trustee considers the appointment of  such  advisors  necessary  or
   appropriate for the performance of its duties and obligations under the Mandate, provided that any fees and other  expenses  incurred  by  the
   Trustee are reasonable. Should Altice refuse to approve the advisors proposed by the Trustee the Commission may  approve  the  appointment  of
   such advisors instead, after having heard Altice. Only the Trustee shall be entitled to issue instructions to the advisors.  Paragraph  34  of
   these Commitments shall apply mutatis mutandis. In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served  Altice
   during the Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient sale.

36. Altice agrees that the Commission may share Confidential Information proprietary to Altice with the Trustee. The Trustee shall  not  disclose
   such information and the principles contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis mutandis.

37. The Notifying Party agrees that the contact details of the Monitoring Trustee are published on the website of the  Commission's  Directorate-
   General for Competition and they shall inform interested third parties, in particular any potential purchasers, of the identity and the  tasks
   of the Monitoring Trustee.

38. For a period of 10 years from the Effective Date the Commission may request all information from the Parties that is reasonably necessary  to
   monitor the effective implementation of these Commitments.

      IV.   Replacement, discharge and reappointment of the Trustee

39. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee to  a
   Conflict of Interest:

   (a)      the Commission may, after hearing the Trustee and Altice, require Altice to replace the Trustee; or

   (b)      Altice may, with the prior approval of the Commission, replace the Trustee.

40. If the Trustee is removed according to paragraph 39 of these Commitments, the Trustee may be required to continue in  its  function  until  a
   new Trustee is in place to whom the Trustee has effected a full hand over of all relevant information. The new Trustee shall be  appointed  in
   accordance with the procedure referred to in paragraphs 18-25 of these Commitments.

41. Unless removed according to paragraph 39 of these Commitments, the Trustee shall cease to act  as  Trustee  only  after  the  Commission  has
   discharged it from its duties after all the Commitments with which the  Trustee  has  been  entrusted  have  been  implemented.  However,  the
   Commission may at any time require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant remedies might not
   have been fully and properly implemented.

Section F.  The review clause

42. The Commission may extend the time periods foreseen in the Commitments in response to a request from Altice or, in appropriate cases, on  its
   own initiative. Where Altice requests an extension of a time period, it shall submit a reasoned request to the Commission no  later  than  one
   month before the expiry of that period, showing good cause. This request shall be accompanied by a report from  the  Monitoring  Trustee,  who
   shall, at the same time send a non-confidential copy of the report to the Notifying Party. Only in exceptional circumstances shall  Altice  be
   entitled to request an extension within the last month of any period.

43. The Commission may further, in response to a reasoned request from the Notifying Party showing good cause waive,  modify  or  substitute,  in
   exceptional circumstances, one or more of the undertakings in these Commitments. This request shall  be  accompanied  by  a  report  from  the
   Monitoring Trustee, who shall, at the same time send a non-confidential copy of the report to the Notifying Party. The request shall not  have
   the effect of suspending the application of the undertaking and, in particular, of suspending the expiry of  any  time  period  in  which  the
   undertaking has to be complied with.

Section G.  Entry into force

44. The Commitments shall take effect upon the date of adoption of the Decision.

      ……………………………………
      Jérémie Bonnin
      General Secretary

      duly authorised for and on behalf of
      Altice
                                                                     SCHEDULE

           The Divestment Business includes Cabovisão – Televisão por Cabo S.A., except its subsidiaries Winreason S.A and OniTelecom SGPS  S.A.
      one the one side (hereinafter “Cabovisão” or the “Cabovisão Divestment Package”), and Winreason S.A and OniTelecom SGPS  S.A.  (hereinafter
      “Oni” or the “Oni Divestment Package”) on the other.
           It includes all assets and  staff  that  contribute  to  the  current  operation  or  are  necessary  to  ensure  the  viability  and
      competitiveness of the Divestment Business, in particular:
           (a) all tangible and intangible assets (including intellectual property rights);
           (b) all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business;
           (c) all contracts, leases, commitments and customer orders of the Divestment Business; all customer, credit and other records of  the
      Divestment Business; and
           (d) unless otherwise agreed with the purchaser(s), the Key Personnel and the Personnel.
           Sections 1 and 2 below provide a non-exhaustive list of the main assets and staff.

                                                                    SECTION 1
                                                                    CABOVISAO

      1.    Description of the Cabovisão Divestment Package

           Cabovisão is a provider of television, high speed internet and fixed-line telephony  on  the  B2C  segment.   Cabovisão  started  its
      activities in 1993, and has been the first telecom operator to offer integrated services in Portugal, including double play offers in  1999
      and triple play in 2000.  Cabovisão was also the first operator to offer broadband services of 2 Mb, 4 Mb, 6 Mb, and more than 100 Mb.   In
      2010, Cabovisão started its VOD service.  In 2012, Cabovisão was bought by Altice.

           Today, Cabovisão is the number 3 telecommunication operator on the B2C segment in Portugal, where it provides television, high  speed
      internet and fixed line telephony services.  Cabovisão fully owns a Docsis 3.0 network of over 3,647 km, thanks to which it can  reach  […]
      of homes passed over a total of 3.9 million homes in Portugal.  As of September 30, 2014, Cabovisão had […] subscribers,  and  […]  revenue
      generating units.  Its 2013 revenues amounted to € […] Million (as at December 31, 2013).

      2.    In accordance with paragraphs [5] and [6] of these Commitments, the Cabovisão Divestment Package includes, but is not limited to:

      (a)   the following main tangible assets:

      See Annex 1.1.

       (b)  the following main intangible assets:

      All intangible assets of Cabovisão, i.e.:

            • The following domain names:

                  - cabovisao.pt; and

                  - netvisao.pt

            • All trademarks listed in Annex 1.1; and

            • All non-registered intellectual property rights and know-how listed in Annex 1.1.

      (c)   the following main licences, permits and authorisations:

            • All licences and authorizations granted  by  the  Instituto  das  Comunicações  de  Portugal  (“ICP”)  –  Autoridade  Nacional  de
              Comunicaçoes (“ANACOM”) to Cabovisão, namely:

                  - Licence as public telecommunications network operator (Licença de Operador de Rede Publica de Telecomunicaçoes, no território
                    nacional no. ICP-024/99);

                  - Licence as provider of fixed telephony services in Portugal (Licença como Prestador do Serviço Fixo de  Telefone,  território
                    nacional no. ICP-06/2000-SFT);

                  - All authorizations for the exercise of the activity of cable networks operator in the  mentioned  municipalities,  listed  in
                    Annex 1.1.

              All these licenses and authorizations require the ICP-ANACOM approval in case of change of control of Cabovisão.

            • Registration for provision of data transmission services to the internet area granted  by  ICP-ANACOM  (Registo  de  Prestaçaõ  de
              serviços de transmissão de dados para a área de Internet no. ICP-S02053/1999);

            • All licenses on intellectual property rights and know-how owned granted by third parties listed in Annex 1.1.

      (d)   the following main contracts, agreements, leases, commitments and understandings:

       All types of contracts to which Cabovisão is a party, namely:

            • The following contracts relating to the purchase of goods and services:

                  - Maintenance and support agreement entered with Oni relating to […] equipment (for a total amount of open purchase  orders  of
                    […]);

                  - Maintenance and support agreement entered into with […] relating to […] equipment (for a total amount of open purchase  order
                    of […]);

                  - […] (for a total amount of open purchase orders of […]);

                  - […] (for a total amount of open purchase orders of […]); and

                  - Contracts entered into with other suppliers (for a total amount of open purchase orders of […]), the maintenance and  support
                    contract entered into with […], the maintenance and support contract entered into with […]  for  the  VoD  platform  and  the
                    contract entered into with […] relating to the […] software application used by Cabovisão.

            • Services content contracts relating to the distribution of channels entered into with the following channels:

                  - […] for a total amount of […] (further details on this contract are provided in Annex 1.2);

                  - […] for a total amount of […] (corresponding to […]);

                  - […] for an amount of […] (corresponding to […]);

                  - […] for a total amount of […] (corresponding to all […]);

                  - […] for a total amount of […] (further details on this contract are provided in Annex 1.2); and

                  - Other suppliers listed in Annex 1.2 (representing a total amount of […]).

            • Investment contract entered into with […] relating to the customers equipment (such as set-top-box) for a  total  amount  of  […],
              including the supply of hardware and middleware by […]; conditional access provided by […]; as regards the VoD and Time shifted TV
              (the “services”): provision of services’ sessions by […], provision of  storage  and  streaming  for  the  services  by  […];  VoD
              catalogue management provided by […]; and transcoding services provided by […].

            • All contracts relating to the rental of spaces listed in Annex 1.2;

            • All operational lease contracts listed in Annex 1.2;

            • All contracts relating to guarantees given to suppliers/customers for a total amount of […]; and

            • All contracts relating to guarantees given to government agencies for a total amount of […].

            • All customer contracts of Cabovisão.

      Altice shall use its best endeavours to ensure that these contracts are novated or transferred to the purchaser in a short timeframe.

      (e)   the following customer, credit and other records:

       All of Cabovisão’s customers and related credits and other records.

      (f)   the following Personnel:

       See the chart provided as Annex 1.3.  […].  The names, functions, and contemplated replacement of the employees concerned are provided  in
           the table below:

      |Name                           |Function                       |Proposed replacement                               |
|[…]                            |Chief Finance Officer          |[…] (Head of Accounting and Treasury Manager)      |
|[…]                            |Engineering Director           |[…] (Head of Video and Voice Engineering)          |
|[…]                            |IT Director                    |[…] (Applications Director)                        |
|[…]                            |Head of Client Services        |[…] (Head of Video and Voice Engineering) or […]   |
|                               |                               |(in charge of Service Control)                     |
|[…]                            |Head of Purchases              |[…] (part of the Procurement Team)                 |
|[…]                            |Head of the Operational Center |[…] (Head of Video and Voice Engineering) or […]   |
|                               |                               |(in charge of Service Control), as this position   |
|                               |                               |can be taken over by the Head of Client Service    |
|[…]                            |Head of HR and Logistics       |[…] for HR (part of the HR team) and […] for       |
|                               |                               |Logistics (Head of Purchases and Logistics)        |

           […].

      (g)   the following Key Personnel

           The names and functions of the key employees which are indispensable for the operation of Cabovisão are provided in the table below:

|Name                                            |Function                                                          |
|[…]                                             |Deputy Chief Executive Officer                                    |
|[…]                                             |Chief Technology Officer                                          |
|[…]                                             |Chief of Sales and Marketing                                      |
|[…]                                             |Customer Service Manager                                          |
|[…]                                             |Current Head of Video and Voice Engineering, proposed Engineering |
|                                                |Director                                                          |
|[…]                                             |Current Applications Director, proposed IT Director               |
|[…]                                             |Marketing Director                                                |
|[…]                                             |Residential Sales Director                                        |
|[…]                                             |Finance Control Manager                                           |
|[…]                                             |Accounting Manager                                                |
|[…]                                             |Billing and Revenue Assurance Director                            |
|[…]                                             |Legal Manager                                                     |

      (h)   the arrangements for the supply of the following services by Oni, or for access to the  following  infrastructures  of  Oni,  to  the
           extent that they are currently used by Cabovisão, for a transitional period of up to […] after Closing:

            • Access to […] bridge infrastructure rented by Oni to […] (for the duration of Oni’s contract with […]);

            • Access to Oni’s [infrastructure] currently used by Cabovisão;

            • Sharing of the [maintenance and supply services];

            • Access to Oni’s [equipment required for voice telephony services] currently used by Cabovisão; and

            • Access to Oni’s [equipment relating to] IT system.

      (i)   the arrangements for the supply of the following services by Altice, to the extent that they are currently used by Cabovisão,  for  a
           transitional period of up to […] after Closing:

            • Access to [set-top box] software currently provided by […];

            • Portal maintenance and support relating to the [set-top box] as currently provided by […];

            • Broadcasting rights for […] TV channels;

            • Broadcasting rights for […] TV channels.
      ; and

      3.    The Cabovisão Divestment Package shall not include:

       Not relevant.

      4.    If there is any asset or personnel which is not be covered by paragraph 2 of this Schedule but which is  both  used  (exclusively  or
           not) in the Cabovisão Divestment Package and necessary for the continued viability and competitiveness of  the  Cabovisão  Divestment
           Package, that asset or adequate substitute will be offered to potential purchasers.

       Not relevant.

                                                                    SECTION 2
                                                                       ONI

      1.    Description of the Oni Divestment Package

      Oni only provides services to business clients, with a customer base centred on the public sector, finance and energy, and large and medium
      companies.

      Oni was acquired  by  Altice  in  August  2013.   It  is  the  fourth  largest  B2B  services  provider  in  Portugal.   Besides  providing
      telecommunication services (i.e., voice, data and internet services), Oni also provides its B2B clients with a number of IT services (cloud
      computing, data center, security services) and converged communications and IT services supported on a wide range  of  “managed  services”.
      These services are provided through a fiber network of over 9,000 km, including a total of […] points of presence.   Oni  currently  serves
      around […] clients, located on around […] sites. Its 2013 revenues amounted to € […] Million (as at June 30, 2013).

      2.    In accordance with paragraphs [5] and [6] of these Commitments, the Oni Divestment Package includes, but is not limited to:

      (a)   the following main tangible assets:

      All tangible assets of Oni, i.e.:

            • Fiber infrastructure representing a value of […];

            • Network transmission equipment representing a value of […];

            • Network equipment representing a value of […];

            • Clients equipment representing a value of […];

            • Internet protocol equipment representing a value of […];

            • Facilities renovation representing a value of […];

            • Voice equipment representing a value of […];

            • Access equipment representing a value of […]; and

            • IT equipment located in […] representing a value of […].

      (b)   the following main intangible assets:

       All intangible assets of Oni, i.e.:

            • Indefeasible right of use of fiber representing a value of […];

            • Client installations and human resources capitalizations representing a value of […];

            • All unregistered intellectual property rights, know-how owned by Oni listed in Annex 2.1;

            • All licenses on certain IP-rights and know-how listed in Annex 2.1.

            • The following domain names owned by Oni:

               - Oni.pt,

               - Onibusinessmail.pt,

               - Onicommunications.pt,

               - Onitelecom.com,

               - Onitelecom.pt,

               - Oninet.pt,

               - Oninetspeed.pt,

               - Portal.pt,

               - Net4b.pt,

               - Meganet.pt,

               - Oniduo.pt, and

               - Witty.me;

            • The following domain names owned by Knewon:

               - Hubgrade.com,

               - Hubgrade.pt,

               - Knewon.com, and

               - Knewon.pt;

            • The logos owned by Oni listed in Annex 2.1.; and

            • The trademarks owned by Oni listed in Annex 2.1.

      (c)   the following main licences, permits and authorisations:

            • The following licenses and authorizations granted by the ICP-ANACOM:
               - License of Public Telecommunications Networks Operator and Fixed Telephony  Service  Provider  (Licença  de  Operador  de  Redes
                 Publicas de Telecomunicações e de Prestador do Serviço Fixo de Telefone no. 10/2014),

               - License of Nomadic VoIP Service Provider (Licença de Operador de Serviços de Voz através da Internet (VoIP) de  uso  nómada  no.
                 21/2009),

               - License of Service Provider for the following services: WLAN, leased lines, internet access, data transmission,  VoIP  and  VPN,
                 (Licença de Operador dos seguintes serviços: Rede de Área local Sem-fio (WLAN) de Serviços de Circuitos Alugados,  de  Acesso  à
                 Internet (ISP), de Transmissão de Dados, Redes Privadas Virtuais (VPN) de Voz através da Internet (VoIP) no. 09/2012),

               - License of ISP and Datacentre Services Provider (Licença de Operador de Acesso a Internet (ISP) e de serviços de base  de  dados
                 no. 05/2011),[184]

               - Authorizations for use of numbering ranges, i.e., geographic, nomadic and non-geographic numbers, the references  of  which  are
                 provided in Annex 2.1, and

               - Frequency use licenses for fixed radio links in several frequency bands, the reference of which are provided in Annex 2.1.

                 All these licenses and authorizations require the ICP-ANACOM approval in case of change of control of Oni.

            • Initial registration of E3G, with later alteration of company name to ONITELECOM granted by ANACOM  (Registro  inicial  de  E3G  e
              posterior alteração do nome da empresa para ONITELECOM no. ICP 006/99);

            • The following licenses on intellectual property rights and know-how granted by third parties:

               - […] interconnection software,

               - […] revenue assurance software,

               - […] performance and alarm    software,

               - […] middleware and application server, […] network activation software and […] reporting software,

               - […] inventory software,

               - […] enterprise resource planning software and […] reporting software,

               - […] rating, invoicing and billing software,

               - […] reporting software,

               - […] reporting software,

               - […] workflow engine,

               - […] portability platform,

               - […] information technology service management software,

               - […] authentication and accounting software,

               - […] geographic information system software,

               - […] corporate server and desktop software, and

               - […] client cloud control panel.

      (d)   the following main contracts, agreements, leases, commitments and understandings:

       All telecommunications services, quality assurance, operational service, IT and field operations contracts to which Oni is a party  listed
           in Annex 2.1.

           All customer contracts of Oni.

           Altice should use its best endeavours to ensure that these contracts  are  novated  or  transferred  to  the  purchaser  in  a  short
           timeframe.

      (e)   the following customer, credit and other records:

       All of Oni’s clients, credit and records, including […]:

      |Client                    |Category                |Turnover (€)        |% of Oni’s turnover  |Credit (€)          |
|[…]                       |[…]                     |[…]                 |[…]                  |[…]                 |
|[…]                       |[…]                     |[…]                 |[…]                  |[…]                 |
|[…]                       |[…]                     |[…]                 |[…]                  |[…]                 |
|[…]                       |[…]                     |[…]                 |[…]                  |[…]                 |
|[…]                       |[…]                     |[…]                 |[…]                  |[…]                 |

      (f)   the following Personnel:

       See the chart provided as Annex 2.2.  […]. The names, functions, and contemplated replacement of the employees concerned are  provided  in
           the table below:

      |Name                    |Function                                         |Proposed replacement                               |
|[…]                     |Head of Legal and Regulation                     |[…] (Manager in charge of Regulation)              |
|[…]                     |Chief Technology Officer                         |[…] (Engineering Director)                         |
|[…]                     |Applications Director                            |[…] (IT Director)                                  |
|[…]                     |Field Operations Director                        |[…] (Service Activation Manager)                   |
|[…]                     |Management Control Director                      |[…] (Finance Control Manager)                      |
|[…][185]                |Head of Purchases and Logistics                  |[…] (HR and Treasury Director)                     |
|[…]                     |Acting as managers in charge of Service Control  |[…] (Head of the Delivery and Resources Department)|
|[…]                     |Operational people, part of the Project          |Job can be redistributed to […] other operational  |
|                        |Management Team within the Delivery and Resources|people of the remaining of the Project Management  |
|                        |Department                                       |Team                                               |

      (g)   the following Key Personnel:

       The names and functions of the key employees which are indispensable for the operations of Oni are provided in the table below:

|Name                               |Function                                                                       |
|[…]                                |Chief Financial Officer                                                        |
|[…]                                |Current Engineering Director, Chief Technology Officer                         |
|[…]                                |Head of Client Services                                                        |
|[…]                                |IT Director                                                                    |
|[…]                                |Marketing and Communications Executive                                         |
|[…]                                |Product Development manager                                                    |
|[…]                                |Sales Executive                                                                |
|[…]                                |Corporate Sales Director                                                       |
|[…]                                |Wholesale Sales Manager                                                        |
|[…]                                |Regulation Manager                                                             |
|[…]                                |Legal Manager                                                                  |
|[…]                                |Finance and Investment Control Manager                                         |
|[…]                                |Reporting Commercial Manager                                                   |
|[…]                                |Finance Control Manager                                                        |
|[…]                                |Accounting Manager                                                             |

      (h)   the arrangements for the supply of the following services by Cabovisão, or for access to the following infrastructures of  Cabovisão,
           to the extent that they are currently used by Oni, for a transitional period of up to […] after Closing:

            • Access to the elements of Cabovisão’s HFC network which Oni is currently using, including […], as well as […];

            • Cabovisão’s [network infrastructure];

            • Sharing of the [regulated offer] with PT Portugal [regulated offer], during the time-period necessary for Oni to negotiate its own
              [regulated offer] with PT Portugal;

            • Access to [network infrastructure];

            • Supply of Cabovisão’s [IT function];

            • Access to Cabovisão’s [network infrastructure];

            • Access to Cabovisão’s [support function]; and

            • Supply of [support functions].

(i)   the arrangements for the supply of the following services by Altice, to the extent that they are currently used by Oni, for a  transitional
period of up to […] after Closing:

         •  Access to a […] circuit currently used by Oni;

         • Access to […] storage systems […].

      ; and

      3.    The Oni Divestment Package shall not include:

       Not relevant.

      4.    If there is any asset or personnel which is not be covered by paragraph 2 of this Schedule but which is  both  used  (exclusively  or
           not) in the Oni Divestment Package and necessary for the continued viability and competitiveness of the Oni Divestment Package,  that
           asset or adequate substitute will be offered to potential purchasers.

      Not relevant.

Annex 1.1 to the Commitments

Tangible assets owned by Cabovisão

[…]

Tangible assets owned by Cabovisão - Details

[…]

Trademarks owned by Cabovisão

[…]

Logos / Images owned by Cabovisão

[…]

Unregistered intellectual property rights and know-how owned by Cabovisão

[…]

Licenses on IP rights / know-how owned by 3rd parties (licenses-in)

[…]

ICP-ANACOM Authorizations granted to Cabovisão for the exercise of the activity of cable networks operator in the municipalities

[…]

Annex 1.2 to the Commitments

List of Cabovisão's contracts relating to distribution of TV channels, TVoD and SVoD

[…]

List of Cabovisão's rented technical rooms

[…]

List of Cabovisão's lease contracts commitments

[…]

Annex 1.3 to the Commitments

[…]

Annex 2.1 to the Commitments

Unregistered IP rights/know-how owned by ONI

[…]

Trademarks owned by ONI

[…]

Logos owned by ONI

[…]

Numbering ranges owned by ONI

[…]

Oni's main contracts, agreements, leases and commitments

[…]

Radio frequencies owned by ONI

[…]

Annex 2.2 to the Commitments

[…]

-----------------------
[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 77, 5.3.2015, p. 10.

[4]   The African and Asian assets as well as the financing vehicle of PT Portugal  SGPS  will  be  carved  out  prior  to  the  closing  of  the
Transaction and will not be transferred to Altice.

[5]   The Commission also notes that the Parties overlap in the  potential  wholesale  market  for  termination  and  hosting  of  non-geographic
numbers, which is upstream to the Portuguese retail markets for fixed voice services and for mobile services. In any event, the remedies  arising
from the commitments proposed in this case will remove any horizontal overlap or vertical link that  is  merger-specific  in  relation  to  these
markets as they would entirely remove all overlaps between the Parties’ activities in Portugal.

[6]   Commission decision in case M.6584 – Vodafone/Cable&Wireless, of 3 July 2012, paragraph 11.

[7]   Commission decision in case M.5532 – Carphone Warehouse/Tiscali UK, of 22 July 2009, paragraphs 37-39.

[8]   Commission decision in case M.6990 – Vodafone/Kabel Deutschland, of 20 September 2013, paragraphs 130-131.

[9]   Commission decision in case M.7231 – Vodafone/Ono, of 2 July 2014, paragraphs 26-28.

[10]  See for example PCA decision in case 5/2013 – Kento*Unitel*Sonaecom/Zon*Optimus, of 26 August 2013, paragraph 88.

[11]  Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 14.

[12]  IP Centrex is a service where the call platform and PBX features are hosted at the  service  provider  location.  The  business  end  users
connect via IP to the provider for voice service.

[13]  Integrated Services for Digital Network ("ISDN") is a set of communication  standards  for  simultaneous  digital  transmission  of  voice,
video, data and other network services over the traditional circuits of the public switched telephone network.

[14]  Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 14.

[15]  See for example Commission decision in case M.5532 – Carphone Warehouse/Tiscali UK, of 29 June 2009, paragraph 56; Commission  decision  in
case M.5730 – Telefonica/Hansanet Telekommunikation, of 29 January 2010, paragraph 28;  Commission  decision  in  case  M.6990  –  Vodafone/Kabel
Deutschland, of 20 September 2013, paragraph 137; Commission decision in case M. 7231 – Vodafone/Ono, of 2 July 2014, paragraph 31.

[16]  See for example Commission decision in case M. 6880 Liberty Global/Virgin Media, of 15 April 2014, paragraph 58.

[17]  Ibid, and see for example PCA decision in case 5/2013 – Kento*Unitel*Sonaecom/Zon*Optimus, of 26 August 2013, paragraph 90.

[18]  Responses to Questionnaire Q1 to competitors, of 25.02.2015, question 23.1.

[19]   Source:  Associação  Nacional  de  Municípios  Portugueses  (www.anmp.pt),  Pordata  (www.pordata.pt/)  and  Form  CO,  Annex  7.2.a.  The
municipalities of […], […] and […] are also served by Cabovisão's network, but only to a minor  extent  since  the  number  of  homes  passed  by
Cabovisão in each of these municipalities is less than […]% of the total number of subscribers  in  the  same  municipalities.  Therefore,  these
municipalities were not included in the data discussed in paragraph (16).

[20]  Source: Instituto Nacional de Estatística (www.ine.pt).

[21]  Conversely, wholesale broadband access does not lead to horizontal overlap because neither Cabovisão nor  ONI  offer  wholesale  access  to
their broadband networks.

[22]  Commission decision in case M.5532 – Carphone Warehouse/Tiscali UK, of 29 June 2009, paragraphs 22-26.

[23]  Commission decision in case M.5532 – Carphone Warehouse/Tiscali UK, of 29 June 2009, paragraphs 14 and 21.

[24]  Commission decision in case M.7231 – Vodafone/Ono, of 2 July 2014, paragraphs 11-18.

[25]  See for example PCA decision in case 5/2013 – Kento*Unitel*Sonaecom/Zon*Optimus, of 26 August 2013, paragraph 245.

[26]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 14.

[27]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 14.

[28]  See for example Commission decision in case M.7231 – Vodafone/Ono, of 2 July 2014, paragraph 22;  Commission  decision  in  case  M.6990  –
Vodafone/Kabel  Deutschland,  of  20  September  2013,  paragraphs  196-197;  Commission  decision   in   case   M.5730   –   Telefonica/Hansenet
Telekommunikation, of 29 January 2010, paragraph 28; Commission decision in case M.5532  –  Carphone  Warehouse/Tiscali  UK,  of  29  June  2009,
paragraph 47.

[29]  See for example Commission decision in case M. 6880 Liberty Global/Virgin Media, of 15 April 2014, paragraph 58 and Commission decision  in
case M. 4521 LGI/Telenet, of 26 February 2007, paragraph 38.

[30]  PCA decision in case 5/2013 – Kento*Unitel*Sonaecom/Zon*Optimus, of 26 August 2013, paragraphs 282-284.

[31]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 23.1.

[32]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 23.1.

[33]  See for example Commission decision in case M.4504 – SFR/Télé2, of 18 July 2007, paragraph 45; Commission decision in case  M.5121  –  News
Corp/Premiere, of 28 August 2008; Commission decision in case M.6990 – Vodafone/Kabel Deutschland, of 20 September 2013,  paragraphs  49-51;  PCA
decision in case 5/2013 – Kento*Unitel*Sonaecom/Zon*Optimus, of 26 August 2013, paragraph 323.

[34]  Commission decision in case M.7194 – Liberty Global/Corelio/W&W/De Vijver Media, of 24 February 2015, paragraphs 118-120.

[35]  Commission decision of 21 December 2010 in case M.5932 NewsCorp/BskyB, recitals 106–107.

[36]  Commission decision of 25 June 2008 in case M.5121 News Corp/Premiere, recital 21.

[37]  Commission decision of 10 October 2014 in case M.7000 Liberty Global/Ziggo, recitals 109–110.

[38]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 17.

[39]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 17.1.

[40]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 18.

[41]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 18.1.

[42]  Commission decision in case M.5121– News Corp/Premiere, of 25 June 2008, paragraph 24; Commission decision in case M.5734 – Liberty  Global
Europe/Unitymedia, of 25 January 2010, paragraphs 40; Commission decision in case M.5932 –  NewsCorp/BskyB, of 21 December 2010,  paragraph  109;
Commission decision in case M.6369 – HBO/Ziggo/HBO Nederland, of 21 December 2011, paragraph 42; Commission decision in  case  M.6880  –  Liberty
Global/Virgin Media, of 15 April 2013, paragraph 54; Commission decision in case M.7000 – Liberty Global/Ziggo  of  10  October  2014,  paragraph
118.

[43]  Commission decision in case M.4521 – LGI/Telenet, of 26 February 2007, paragraph 25; and Commission  decision  in  case  M.7194  –  Liberty
Global/Corelio/W&W/De Vijver Media, of 24 February 2015, paragraph 139.

[44]  PCA decision in case 5/2013 – Kento*Unitel*Sonaecom/Zon*Optimus, of 26 August 2013, paragraph 337.

[45]  PCA decision in case  56/2007 – Tv Cabo Portugal/Bragatel/Pluricanal Leiria/Pluricanal Santarém, of 21 November 2008, paragraph 172.

[46]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 23.1.

[47]  ONI is mainly active nationally due to its  business  services.  The  Notifying  Party  also  submits  that  [commercial  and  distribution
strategy]. The Notifying Party therefore submits that [commercial and distribution strategy]. Therefore, the assessment regarding the  geographic
market definition for the retail supply of pay TV services remains the same, and the market should be regarded as  national  or  limited  to  the
network footprint of Cabovisão.

[48]  Commission decision in case M.7231 – Vodafone/Ono, of 2 July 2014, paragraph 49.

[49]  PCA decision in case 5/2013 – Kento*Unitel*Sonaecom/Zon*Optimus, of 26 August 2013, paragraphs 338-395.

[50]  Responses to Questionnaire Q1 to competitors of 25.02.2015, questions 9.4, 11 and 12.

[51]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 13.

[52]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 16.

[53]  Responses to Questionnaire Q1 to competitors of 25.02.2015, question 16.1.

[54]  Commission decision in case M.7231 – Vodafone/Ono, of 2 July 2014, paragraph 50.

[55]  PCA decision in case 5/2013 – Kento*Unitel*Sonaecom/Zon*Optimus, of 26 August 2013, paragraphs 403 and 404.

[56]  Responses to Questionnaire Q1 to competitors of 25.02.2015, questions 24 and 24.1.

[57]  ONI began to sell in […] multiple play offers to small offices, home offices and very small  businesses  […]  and  packages  to  SMEs  […].
However, from […] to […], these offers were sold to […] clients in the first category and […] in the  second,  which  represented  minimal  total
sales of EUR […] per month and EUR […] per month on average.

[58]  Commission decision in case M.5730 – Telefónica/Hansenet Telekommunikation, of 29 January 2010, paragraph 12; Commission decision  in  case
M.5532 – Carphone Warehouse / Tiscali UK, decision of 29 June 2009, paragraph 15. PCA decision in case 19/2013 – Altice/Winreason,  of  2  August
2013, paragraph 35(i).

[59]  Commission decision in case M.6584 – Vodafone/Cable & Wireless, of 3  July  2012,  paragraph  8;  Commission  decision  in  case  M.5730  –
Telefónica/Hansenet Telekommunikation, of 29 January  2010,  paragraphs  6  and  subsequent;  Commission  decision  in  case  M.4442  –  Carphone
Warehouse/AOL UK, of 7 December 2012.

[60]  An encryption technology enabling to secure shared access as if it were a dedicated one.

[61]  See section IV.1.1 on retail supply of fixed voice services.

[62]  Commission decision in case M.1901 – Cap Gemini/Ernst & Young, of 17 May 2000, paragraphs.  8-9;  Commission  decision  in  case  M.2609  –
HP/Compaq, of 31 January 2002, paragraph. 26; Commission decision in case M.3398 – Hewlett Packard/Triaton,  26  March  2004,  paragraphs.  6-15;
Commission decision in case M.5301 – Cap Gemini/BAS, of 13 October 2008, paragraphs 8-16; Commission decision in case  M.6127  –  Atos  Origin  /
Siemens IT Solutions & Services, of 25 March 2011, paragraphs 14-17; Commission decision in case M.6237  –  Computer  Sciences  Corporation/iSoft
Group, of 20 June 2011, paragraphs 8-15; Commission decision in case M. 6921 – IBM Italia/UBIS, of 19 June 2013, paragraphs 9-11.

[63]  PCA decision in case 19/2013 – Altice/Winreason, of 2 August 2013, paragraph 36.

[64]  PCA decision in case 19/2013 – Altice/Winreason, of 2 August 2013, paragraph 36; PCA decision in case 5/2014 – Oi/PT,  of  19  March  2014,
paragraphs 127-133.

[65]  Responses to Questionnaire Q1 to competitors of 25.02.2015, questions 20 and 20.1.

[66]  Commission decisions in case M.6584 – Vodafone/Cable & Wireless, of 3 July 2012, paragraph 10 and  in  case  M.5730  –  Telefónica/Hansenet
Telekommunikation, of 29 January 2010, paragraphs 28, 34 and 35; Commission decisions in case M.5532 – Carphone Warehouse /  Tiscali  UK,  of  29
June 2009, paragraph 59.

[67]  Commission decision in case M.1901 – Cap Gemini/Ernst & Young, of 17 May 2000, paragraphs. 11-12; Commission  decision  in  case  M.2609  –
HP/Compaq, of 31 January 2002, paragraph 26; Commission decision in case M.3398 – Hewlett  Packard/Triaton,  of  26  March  2004,  paragraph  10;
Commission decision in case M.5301 – Cap Gemini/BAS, of 13 October 2008, paragraphs 17-21; Commission decision in case M.6127  –  Atos  Origin  /
Siemens IT Solutions & Services, of 25 March 2011, paragraphs 18-21; Commission decision in case M.6237  –  Computer  Sciences  Corporation/iSoft
Group, of 20 June 2011, paragraph 19; Commission decision in case M. 6921 – IBM Italia/UBIS, of 19 June 2013, paragraph 30.

[68]  PCA decision in case 19/2013 – Altice/Winreason, of 2 August 2013, paragraph 36.

[69]  Responses to Questionnaire Q1 to competitors of 25.02.2015, questions 25 and 25.1.

[70]  The term international voice calls is used for calls that are made by a domestic user when in its  home  country,  but  that  terminate  at
destinations which are abroad such as if the receiving number is a foreign one.

[71]  Commission decision in case M.3245 – Vodafone/Singlepoint, of 16 September 2003, paragraph 12; Commission decision in case M.3530  –  Telia
Sonera/Orange, of 24 September 2004, paragraph 8; Commission decision in case M.3916 – T-Mobile Austria/Tele.ring, 26 April 2006, paragraph 10 .

[72]  Commission decision in case M.6497 – Hutchison 3G Austria/Orange Austria, of 12 December 2012, paragraph 58.

[73]  Commission decision in case M.6992 – H3G/Telefónica Ireland, of 28 May 2015, paragraph 141 onwards.

[74]  Commission decision in case M.7018 - Telefónica Deutschland/E-Plus of 2 July 2014, paragraphs 32-55.

[75]  Commission decision in case M.6990 – Vodafone/Kabel Deutschland, of 20 September 2013, paragraphs 218-219.

[76]  Commission decision in case M.6584 – Vodafone/Cable & Wireless, of 3 July 2012, paragraphs 28 and subsequent.

[77]  Commission Recommendation of 17 December 2007 on  relevant  product  and  service  markets  within  the  electronic  communications  sector
susceptible to ex ante regulation in accordance with Directive 2002/21/EC of the European Parliament and of the Council on  a  common  regulatory
framework for electronic communications networks and services (2007/879/EC), OJ L 344, 28.12.2007, p. 65 ("Commission Recommendation on  relevant
markets of 2007").

[78]  Commission Recommendation of 11 February 2003 on  relevant  product  and  service  markets  within  the  electronic  communications  sector
susceptible to ex ante regulation in accordance with Directive 2002/21/EC of the European Parliament and of the Council on  a  common  regulatory
framework for electronic communication networks and services (2003/311/EC), OJ L 114, 08.05.2003, p.45 ("Commission  Recommendation  on  relevant
markets of 2003").

[79]  Commission decision in case M.6990 – Vodafone/Kabel Deutschland, of 20 September 2013, paragraph 150; Commission decision in case M.6584  –
Vodafone/Cable & Wireless, of 3 July 2012, paragraph 30.

[80]  PCA decision in case 19/2013 – Altice/Winreason, of 2 August 2013, paragraph 36.

[81]  Responses to Questionnaire Q1 to competitors of 25.02.2015, questions 22 and 22.1.

[82]  In ANACOM, "Mercado retalhista e mercados grossistas  dos  segmentos  terminais  e  de  trânsito  de  circuitos  alugados",  October  2010,
competitive routes were defined as trunk segments connecting two of PT Portugal’s local exchanges in which  two  or  more  alternative  operators
using lines that are not leased from PT Portugal are collocated, it being understood that  PT  Portugal  has  110  local  exchanges  in  Portugal
falling into this category.

[83]  Commission decision in case M.6584 – Vodafone/Cable&Wireless, of  3  July  2012,  paragraph  31;  Commission  decision  in  case  M.5730  –
Telefónica/Hansenet Telekommunikation, of 29 January 2010, paragraph 20.

[84]  PCA decision in case 19/2013 – Altice/Winreason, of 2 August 2013, paragraphs 32, 33 and 36.

[85]  Commission decision in case M.7109 – Deutsche Telekom / GTS, of 14 April 2014, paragraph 104.

[86]  Commission Recommendation of 9 October  2014  on  relevant  product  and  service  markets  within  the  electronic  communications  sector
susceptible to ex ante regulation in accordance with Directive 2002/21/EC of the European Parliament and of the Council on  a  common  regulatory
framework for electronic communications networks and services (2014/710/EU),  OJ  L  295,  11.10.2014,  p.  79  (""Commission  Recommendation  on
relevant markets of 2014"").

[87]  Explanatory note (pages 24-26) accompanying the Commission Recommendation on relevant markets of 2014.

[88]  Commission decision in case – Deutsche Telekom/OTE, of 2 October 2008, paragraphs 14-15, 86 and subsequent.

[89]  PCA decision in case 19/2013 – Altice/Winreason, of 2 August 2013, paragraph 36.

[90]  Commission decision in case M.6584 – Vodafone/Cable & Wireless, of 3 July 2012, paragraphs 25 and subsequent.

[91]  Commission decision in case M.6584 – Vodafone / Cable & Wireless, of 3 July 2012, paragraphs 25-
27; Commission decision in case M.5730 – Telefonica/Hansenet Telekommunikation, of 29 January 2010, paragraphs 19, 40 and 41.

[92]  PCA decision in case  8/2006 – Sonaecom/PT, of 22 December 2006, paragraphs 122 and 167-169.

[93]  PCA decision in case 19/2013 – Altice/Winreason, of 2 August 2013, paragraph 36.

[94]  Commission decision in case M.7109 – Deutsche Telekom/GTS, of 14 Avril 2014, paragraph 88.

[95]  Commission decision in case M.6990 – Vodafone/Kabel Deutschland, of 20 September 2013, paragraphs 111-121, and Commission decision in  case
M.6584 – Vodafone/Cable & Wireless, of 3 July 2012, paragraphs 22-24; Commission decision in case M.5650 – T-Mobile /  Orange  UK,  of  01  March
2010, paragraphs 36-38; Commission decision in case M.3920 – France Telecom/Amena, of 24 October 2005, paragraphs 29-30.

[96]  Commission decision in case M.6990 – Vodafone / Kabel Deutschland, of 20 September 2013, paragraphs 232-242,  and  Commission  decision  in
case M.6584 – Vodafone/Cable & Wireless, of 3 July 2012, paragraphs 47-48; Commission decision in case M.5650 –  T-Mobile  /  Orange  UK,  of  01
March 2010, paragraphs 36-38; Commission decision in case M.3920 – France Telecom / Amena, of 24 October 2005, paragraphs 10-11.

[97]  Commission decision in case M.7231 – Vodafone / ONO, of 2 July 2014, paragraph 77.

[98]  Regulation (EU) 531/2012 of the European Parliament and the Council of 13 June 2012 on roaming on public communications network within  the
Union.

[99]  Commission decision in case M.7231 – Vodafone / ONO, of 2 July 2014, paragraphs 77-84; Commission decision in case M.6992 –  H3G/Telefónica
Ireland, of 28 May 2015, paragraphs 157-158; Commission decision in case M.6990 – Vodafone/Kabel Deutschland, of 20  September  2013,  paragraphs
244-252; Commission decision in case M.5650 – T-Mobile / Orange UK, of 01 March 2010, paragraphs 32-35.

[100] Commission decision in case M.5932 – News Corp/BskyB, of 21 December 2010, paragraphs s 76 and 85; Commission decision  in  case  M.6369  –
HBO/Ziggo/HBO Nederland, of 21 December 2011, paragraph 22.

[101] Commission decision in case M.4504 – SFR/Télé 2 France, of 18 July 2007, paragraphs 37–40;  Commission  decision  in  case  M.5932  –  News
Corp/BskyB, of 21 December 2010, paragraphs 80, 83 and 85; Commission decision in case M.6369 – HBO/Ziggo/HBO Nederland,  of  21  December  2011,
paragraph 24; Commission decision in case M.6880 – Liberty Global/Virgin Media, of 15 April 2013, paragraph 37.

[102] Commission decision in case M.5121 – News Corp/Premiere, of 25 June 2008, paragraphs 17–19; Commission  decision  in  case  M.5932  –  News
Corp/BskyB, of 21 December 2010, paragraph 85; Commission decision in case M.6866 – Time Warner/CME, of 14 June  2013,  paragraph  44,;Commission
decision in case M.7000 – Liberty Global/Ziggo, of 10 October 2014, paragraphs 30 and 78.

[103] Commission decision in case M.2876 – Newscorp/Telepiù, of  2  April  2003,  paragraph  76;  Commission  decision  in  case  M.5932  –  News
Corp/BskyB, of 21 December 2010, paragraph 85; Commission in case M.6369 – HBO/Ziggo/HBO Nederland, decision of 21 December 2011,  paragraphs  24
and 27.

[104]       Commission decision in case M.7000 – Liberty Global/Ziggo, of 10 October 2014, paragraphs 82–83.

[105]       Commission decision in case M.2876 – Newscorp/Telepiù of 2 April 2003, paragraph 76; Commission decision in case M.4504 – SFR/Télé  2
France of 18 July 2007, paragraphs 41-42; Commission decision in case M.5121– News Corp/Premiere, of 26 August  2008,  paragraph  35;  Commission
decision in case M.5932 – News Corp/BSkyB, of 21 December 2010, paragraph 81; Commission decision in case M.6880 – Liberty  Global/Virgin  Media,
of 15 April 2013, paragraphs 35-37.Commission decision in case M.6866 – Time Warner/CME, of 14 June 2013, paragraph 51.

[106] Commission decision in case M.6369 – HBO/Ziggo/HBO Nederland, of 21 December 2011, paragraph 39;  Commission  decision  in  case  M.6880  –
Liberty Global/Virgin Media, of 15 April 2013, paragraph 41; Commission decision in case M.7000 –  Liberty  Global/Ziggo,  of  10  October  2014,
paragraph 98.

[107] Commission decision in case M.5932 – News Corp/BskyB, of 21 December 2010, paragraphs 86–88; Commission decisions in case M.6880 –  Liberty
Global/Virgin Media, of 15 April 2013, paragraph 41.

[108]       Horizontal Merger Guidelines, OJ C 31, 5.2.2004, p. 5, paragraphs 14 and 15; Case T-79/12, Cisco Systems v.  Commission,  T:2013:635,
paragraph 47.

[109]       Horizontal Merger Guidelines, paragraph 27.

[110]       Horizontal Merger Guidelines, paragraph 17. Case T-221/95, Endemol v Commission, T:1999:85, paragraph 134, and Case T-102/96,  Gencor
v Commission, T:1999:65, paragraph 205.

[111]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 28.

[112]       Altice’s response to Commission RFI of 19 March 2015.

[113]       Horizontal Merger Guidelines, paragraph 28.

[114]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 36.2.

[115]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 37.2.

[116]       According to the Horizontal Merger Guidelines, paragraph 68, a merger is unlikely to pose any significant  anti-competitive  risk  if
entering a market is sufficiently easy. For entry to be considered a sufficient competitive constraint on the Parties, it must be likely,  timely
and sufficient to deter or defeat any potential anti-competitive effects of the merger.

[117]       Horizontal Merger Guidelines, paragraph 64.

[118]       Horizontal Merger Guidelines, paragraph 17.

[119]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 27.

[120]       Altice’s Response to Commission RFI of 19 March 2015.

[121]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, questions 36.1 and 37.1.

[122]       Horizontal Merger Guidelines, paragraph 64.

[123]         ANACOM   Subscription    television    –    statistical    information,    3rd    quarter    2014,    page    4,    available    at
http://www.anacom.pt/streaming/STvS_3Q2014_v15dec2014.pdf?contentId=1341356&field=ATTACHED_FILE.

[124]       In the Form CO, paragraph 240, the Notifying Party noted that the market share data also included pay TV services to  non-residential
customers provided as part of B2B services. However, the Notifying Party confirmed that these market shares constitute a good  proxy  for  retail
pay TV services for residential customers only, given that sales  for  non-residential  customers  were  consolidated  for  each  competitor  and
included in the total market size provided and that sales of pay TV services to business customers  can  be  regarded  as  marginal  compared  to
residential sales, i.e., less than [0-5]% of all sales of pay TV service.

[125]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 29.

[126]       Altice’s Response to Commission RFI of 19 March 2015.

[127]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 36.3.

[128]       Horizontal Merger Guidelines, paragraph 64.

[129]       Form CO, Table 14.

[130]       Horizontal Merger Guidelines, paragraph 17.

[131]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 30.2.

[132]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 36.3 and 37.4.

[133]       Horizontal Merger Guidelines, paragraph 64.

[134]       Horizontal Merger Guidelines, paragraph 17. Case T-221/95, Endemol v Commission, T:1999:85, paragraph 134, and Case T-102/96,  Gencor
v Commission, T:1999:65, paragraph 205.

[135]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 31.

[136]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, question 36.5.

[137]       ANACOM Decision "Retail market and wholesale markets of terminating and trunk segments of  leased  lines  –  Product  and  geographic
market analysis, assessment of SMP and imposition, maintenance, amendment or withdrawal of regulatory obligations"  of  October  2010,  available
at: http://www.anacom.pt/streaming/Determination28september2010_final_decision.pdf?contentId=1061287&field=ATTACHED_FILE, page 106.

[138]       Notifying Party's submission of 09.04.2015.

[139]       Horizontal Merger Guidelines, paragraph 17. Case T-221/95, Endemol v Commission, T:1999:85, paragraph 134, and Case T-102/96,  Gencor
v Commission, T:1999:65,, paragraph 205.

[140]       Responses to Questionnaire Q1 to Competitors of 25.02.2015, questions 41 and 42.

[141]       ANACOM decision "Wholesale market for call origination on the public telephone network provided at a fixed location" of August  2014,
available at http://www.anacom.pt/streaming/DecisionMarket2_Consultation2014.pdf?contentId=1338230&field=ATTACHED_FILE..

[142]       Parties’ reply to Commission RFI of 8 April 2015.

[143]        ANACOM  decision  “Mercado  de  trânsito  na  rede  telefónica  pública  num  local  fixo”  of   25   May    2005,   available   at:
http://www.anacom.pt/streaming/decisao10_130505_2.pdf?contentId=275019&field=ATTACHED_FILE.

[144]       Horizontal Merger Guidelines, paragraph 17. Case T-221/95, Endemol v Commission, T:1999:85, paragraph 134, and Case T-102/96,  Gencor
v Commission, T:1999:65, paragraph 205.

[145]       For completeness, the Commission notes that the Notifying Party also  identified  a  number  of  other  vertical  links  between  the
Parties’ activities. In particular, the Notifying Party considers the following activities as upstream  of  the  Portuguese  retail  markets  for
fixed voice services, for internet access services, for pay TV services, for mobile services and for B2B telecommunication services  provided  at
a fixed location (retail connectivity services, including provision of broadband internet, VPN solutions  and  retail  leased  lines),  where  PT
Portugal and Altice (via ONI and/or Cabovisão) are active: i) Portuguese wholesale market for  access  to  ducts  and  extranet,  ii)  Portuguese
wholesale market for access to poles, iii) Portuguese wholesale market for wholesale line rental, iv) Portuguese market for  wholesale  broadband
access, v) Portuguese market for access to unbundled local loop. These upstream markets are  regulated  by  ANACOM  decisions.  In  addition,  no
change will arise from the Transaction, as the Final Commitments will remove any vertical link that is merger-specific  as  they  would  entirely
remove all overlaps between the Parties’ activities in Portugal.

      The Commission notes in addition that the Transaction may also lead to a vertical link between the wholesale  market  of  end-to-end  calls
where PT Portugal is active and which packages origination, transit and termination services. However, ONI does not provide  end-to-end  services
as such [details on the activities of ONI and Cabovisão in end-to-end services]. Furthermore, the  individual  services  constituting  end-to-end
services (on which both PT Portugal and ONI are active) are analysed in this decision.

[146]       […], submitted by Altice in response to the Commission RFI of 25 February 2015.

[147]       Responses to Questionnaire R1 market test of remedies of 17.03.2015, question 8.

[148]       Regulated market: see ANACOM Final decision "Wholesale market for call origination on the public  telephone  network  provided  at  a
fixed                 location"                 of                  August                  2014,                  available                  at:
http://www.anacom.pt/streaming/DecisionMarket2_Consultation2014.pdf?contentId=1338230&field=ATTACHED_FILE

[149]       Numericable/Completel/SFR

[150]       Regulated market: see ANACOM decision "Imposição de obrigaçéoes nos mercados grossistas de originação e  terminação  de  chamadas  na
rede       telefónica       pública       num       local       fixo""       of       December       17,        2004,        available        at:
http://www.anacom.pt/streaming/dec_contrprecos.pdf?contentId=258996&field=ATTACHED_FILE; ANACOM ""Adoção de medidas  provisórias  e  urgentes  ao
abrigo do artigo 9.º da Lei n.º 5/2004, de 10 de fevereiro, alterada pela Lei n.º 51/2011, de 13 de setembro – Lei das  Comunicações  Eletrónicas
(LCE)  relativas  ao  ""Mercado  grossista  de  terminação  de  chamadas  na  rede  telefónica   pública   num   local   fixo",   available   at:
http://www.anacom.pt/streaming/Decisao27Ago2013MercadoGrossistaTerminacao.pdf?contentId=1171697&field=ATTACHED_FILE

[151]       SFR

[152]       See footnote 150.

[153]       Regulated market: see Décision n° 2014-1485 de l’Autorité de regulation des communications électrONIques et des postes en date  du  9
décembre 2014 portant sur la détermination des marchés pertinents relatifs à la terminaison d’appel vocal sur les réseaux fixes en  France  et  à
la terminaison d’appel vocal sur les réseaux mobiles en France, la désignation d’opérateurs exerçant une influence significative sur ces  marchés
et les obligations imposées à ce titre pour la période 2014-2017.

[154]       Ibid

[155]       Regulated under Regulation (EU) no. 531/2012 if the European Parliament and of the Council of 13  June  2012  on  roaming  on  public
mobile communications networks within the Union.

[156]       Ibid

[157]       Regulation (EU) no. 531/2012 of the  European  Parliament  and  of  the  Council  of  13  June  2012  on  roaming  on  public  mobile
communications networks within the Union (OJ L 172, 30.6.2012, p. 10).

[158]       As indicated in paragraph (163), the wholesale market for leased lines in Portugal is not subject to regulation in  relation  to  the
competitive trunk segments of leased lines, contrary to non-competitive trunk segments of leased lines and terminating segments.

[159]       Since wholesale leased lines are an input for fixed voice services, fixed internet broadband services and pay TV services,  they  are
consequently also an input for multiple-play services.

[160]       More generally, the potential markets for B2B telecommunication services and  its  sub-market  for  business  connectivity  (as  both
include retail leased lines) could also be considered as downstream markets.

      The Notifying Party also submits that the Portuguese retail market for mobile data services is also downstream to the wholesale market  for
leased lines, but that wholesale leased lines are not an essential input in order to provide such services.

[161]       Responses to Questionnaire R1, Market test of remedies, submitted on 25 February 2015, questions 3 and 4.

[162]       Responses to Questionnaire R1, Market test of remedies, submitted on 25 February 2015, questions 2, 5-7, 9, 14-18.

[163]       Responses to Questionnaire R1, Market test of remedies, submitted on 25 February 2015, questions 10 and 11.

[164]       Responses to Questionnaire R1, Market test of remedies, submitted on 25 February 2015, questions 23 and 24.

[165]       Responses to Questionnaire R1, Market test of remedies, submitted on 25 February 2015, questions 10.1 and 27.

[166] OJ 2008/C 267/01, paragraph 5.

[167]       Remedies Notice, Paragraph 6.

[168]       Remedies Notice, Paragraph 9.

[169]       Remedies Notice, Paragraph 81.

[170]       Case T-177/04 easyJet v Commission, T:2006:187, Paragraph 197.

[171]       Remedies Notice, Paragraph 10.

[172]       Remedies Notice, Paragraph 19.

[173] Remedies Notice, paragraph 23-25.

[174] Remedies Notice, paragraph 26.

[175] Remedies Notice, paragraph 32.

[176] Remedies Notice, paragraph 47.

[177]       Remedies Notice, Paragraph 12.

[178]       Remedies Notice, Paragraph 9.

[179]       Remedies Notice, Paragraph 15.

[180] Remedies Notice, paragraph 32.

[181]       For Cabovisão, existing operational links that will be maintained via the TSAs are:

      - with ONI: […]

      - with Altice: […]

            For ONI, existing operational links that will be maintained via the TSAs are:

      - with Cabovisão: […]

      - with Altice: […]

[182]       On 17 and 25 March 2015 the Notifying Party indicated that a number  of  companies  had  signed  non-disclosure  agreements  and  had
requested information on the Divestment Business. On 14 April 2015 the Notifying Party  indicated  that  several  companies  had  submitted  non-
binding offers for the Divestment Business.

[183]       See case T-471/11, Éditions Odile Jacob v Commission, T:2014:739, paragraphs 79-83.

[184]       This declaration was granted to Knewon. […].

[185]       […]

-----------------------
 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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