CELEX: 32019M9185
Language: en
Date: 2019-03-29 00:00:00
Title: Commission Decision of 29/03/2019 declaring a concentration to be compatible with the common market (Case No COMP/M.9185 - LG Electronics Inc. / Lufthansa Technik AG) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 29.03.2019
                                                                C(2019) 2642 final
                                                                                  PUBLIC VERSION
                                                                  In the published version of this decision,
                                                                  some information has been omitted
                                                                  pursuant to Article 17(2) of Council
                                                                  Regulation (EC) No 139/2004 concerning
                                                                  non-disclosure of business secrets and
                                                                  other confidential information. The
                                                                  omissions are shown thus […]. Where
                                                                  possible the information omitted has been
                                                                  replaced by ranges of figures or a general
                                                                  description.
                                                                To the notifying parties
Subject:             Case M.9185 – LG ELECTRONICS / LUFTHANSA TECHNIK / JV
                     Commission decision pursuant to Article 6(1)(b) of Council Regulation
                     No 139/20041 and Article 57 of the Agreement on the European
                     Economic Area2
Dear Sir or Madam,
1.      INTRODUCTION
(1)     On 22 February 2019, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which LG Electronics
        Inc. ("LG Electronics") and Lufthansa Technik AG ("Lufthansa Technik") would
        acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint
        control of a joint venture (the "JV"). LG Electronics and Lufthansa Technik are
        collectively referred to as the "Parties".
1     OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on the
      Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of
      'Community' by 'Union' and 'common market' by 'internal market'. The terminology of the TFEU will be
      used throughout this decision.
2     OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- (2)   This notification concerns the following undertakings:
      — LG Electronics (South Korea),
      — Lufthansa Technik (Germany),
      — newly created joint venture ("JV", Germany).
(3)   LG Electronics and Lufthansa Technik will acquire within the meaning of
      Article 3(1)(b) and 3(4) of the Merger Regulation joint control of the JV.
(4)   The concentration is accomplished by way of a newly created joint venture.
2.    THE PARTIES
(5)   The business activities of the undertakings concerned are:
      — for LG Electronics: production and supply of electronics, mobile communication
          devices and home appliances,
      — for Lufthansa Technik: provision of maintenance, repair and overhaul services for
          aircraft, engines and components, and the development, design and supply of
          cabin management and in-flight entertainment systems as well as CMS and IFE
          components,
      — for the JV: design, production, maintenance and sale of soft- and hardware for
          aircraft cabins, electronic equipment as well as lighting, sensor, camera and
          display systems (including in-flight entertainment, […], cabin management and
          […] systems) for commercial aircraft.
3.    THE CONCENTRATION
(6)   The creation of the JV constitutes a concentration in the meaning of Articles 3(1)(b)
      and 3(4) of the Merger Regulation.
3.1. Joint control
(7)   Pursuant to a joint venture agreement dated 23 October 2018, LG Electronics and
      Lufthansa Technik will incorporate the JV by establishing three joint venture
      companies ("JVCos"). Lufthansa Technik will hold 51% and LG Electronics will hold
      49% of the registered share capital in two of these JVCos. […]3.
(8)   Each of the three JVCos will have its own management board, with LG Electronics
      and Lufthansa Technik each nominating one managing director for each of the JVCos.
      The two managing directors of each JVCo will be jointly responsible for the overall
      management of the respective JVCo and every decision would have to be taken
      unanimously by both directors. […]4.
3   Form CO, paragraph 30.
4   Form CO, paragraphs 31-32.
                                                  2
 ---pagebreak--- (9)   Where a decision that requires unanimity cannot be reached, a deadlock mechanism
      [applies]. No shareholder has a casting vote5.
(10) A number of matters are subject to prior shareholder approval. These include the usual
      minority protection rights, as well as strategic rights relating to senior management
      appointments and removals, and the approval of the annual business plan. […]6.
(11) For these reasons, decisions cannot be taken by one parent company without the
      consent of the other parent company. The JV will therefore be jointly controlled by
      Lufthansa Technik and LG Electronics.
3.2. Full functionality
(12) The concentration will lead to the creation of a full function joint venture.
(13) The JV will have dedicated management, workforce and assets to run its activities.7 It
      will have a long-lasting and autonomous presence on the market going beyond a
      specific function for the Parties8 and will maintain an arm’s length commercial
      relationship with them.9
4.    EU DIMENSION
(14) The undertakings concerned have a combined aggregate world-wide turnover of more
      than EUR 5 000 million10. Each of them has an EU-wide turnover in excess of EUR
      250 million, but they do not achieve more than two-thirds of their aggregate EU-wide
      turnover within one and the same Member State. The notified operation therefore has
      an EU dimension.
5.    RELEVANT MARKETS
5.1. Introduction
(15) The Transaction concerns the creation of a green-field joint venture for design,
      development and supply of Cabin Management Systems (CMS) and In-flight
      entertainment (IFE) systems for commercial aircrafts.11 CMS is an integrated system
      of controls for the aircraft cabin, such as temperature, lights, water level, passenger
      announcements, and other cabin crew functions. An IFE system provides
      entertainment to aircraft passengers during the flight and may include displays, video
      on demand service, moving–map systems, in-flight games, teleconference equipment,
      and visual content rights.
5   Form CO, paragraph 36.
6   Form CO, paragraph 39.
7   Form CO, paragraph 40.
8   Form CO, paragraph 41.
9   Form CO, paragraphs 42-44.
10  Turnover calculated in accordance with Article 5 of the Merger Regulation.
11  […]
                                                          3
 ---pagebreak--- (16) In the aviation industry, a distinction between supplier-furnished equipment (SFE) and
      buyer-furnished equipment (BFE) is traditionally made in the procurement of aircraft
      systems (avionics and non-avionics products).12
(17) SFE products are selected and purchased by the airframe OEMs at the design and
      development phase of an aircraft platform based on the supplier's technical
      compliance (the airframe OEM defining the technical requirements), cost, schedule
      and risk.
(18) BFE products are selected and purchased by the airlines after acquiring the aircraft.
      Whilst BFE suppliers need to be certified by the airframe OEM, the airline selects the
      BFE equipment supplier, negotiates and buys directly from the BFE supplier.
(19) As regards the procurement of CMS, which is a SFE, airframe OEMs, such as Airbus
      and Boeing, have major influence over the choice and functionalities of the system to
      be provided with the aircraft.13 Accordingly, it is the airframe OEM that buys CMS
      directly from CMS manufacturers (or has in-house production)14 and then delivers the
      system integrated with the aircraft to the customer. However, an airline may cooperate
      with the airframe OEM to have a limited level of CMS customization to match their
      individual needs (e.g. to adapt CMS to specific cabin layout and service procedures).15
(20) Conversely, as regards the procurement of an IFE system, which is a BFE, the
      customer of an aircraft, e.g. an airline, chooses the supplier of the IFE system and
      customises it to its needs (such as cabin configuration, features, price, and
      delivery/installation timeframe) separately from the purchase of the aircraft from the
      airframe OEM.16 IFE systems have a life cycle of typically 10-15 years.17 A change of
      a system on an operating aircraft requires a high capital investment, concerns complex
      certification and time-consuming installation, with the aircraft being offline for weeks
      or even months whilst installation is ongoing.18 Accordingly, the IFE system is
      usually changed only during a complete cabin retrofit.
(21) Lufthansa Technik designs, produces and supplies CMS and IFE systems to customers
      operating business jets. Through the IDAIR, a joint venture between Panasonic and
      Lufthansa Technik, Lufthansa Technik supplies CMS and IFE systems for use in the
      (V)VIP segment.
(22) Lufthansa Technik is active in other non-avionics aerospace products, and in
      particular components for IFE system, such as wireless access points (WAP).
      Lufthansa Technik is also active to a very limited extent in cabin lighting systems19,
      while one of the activities of the JV will concern the electric cabin lighting systems.
      Since this potential overlap does not give rise to an affected market, the Commission
      will not discuss it further.
12 M.8305 – Rockwell Collins/BE Aerospace, recital 36 et seq.
13 Responses to RFI 4, question 7b, and RFI 8, question 3c.
14 Form CO, paragraph 102; Response to RFI 4, question 7b.
15 M.8305 – Rockwell Collins/BE Aerospace, recital 40; response to Commission’s request for information
   of 15 March 2019 by a market participant.
16 Form CO, paragraphs 79-80, see also Commission decision in case M.8305 – Rockwell Collins/BE
   Aerospace, recital 39.
17 Minutes of a call of 1 March 2019 with a market participant.
18 Minutes of a call of 1 March 2019 with a market participant.
19 Lufthansa Technik has a market share of [0-5]% on the worldwide market for cabin lighting systems.
                                                        4
 ---pagebreak--- (23) There are some other components that can potentially be used for IFE/CMS systems
       that the JV will produce and supply, however, with the exception of one component –
       WAP, no affected markets would arise.20
5.2. Relevant product market definition
5.2.1. In-flight entertainment (IFE) systems and Cabin management systems (CMS)
(24) In previous cases, the Commission considered that both IFE systems and CMS belong
       to non-avionics aerospace products category.21 The Commission considered these two
       systems separately and in both cases left the market definition open.22
(25) In a previous case,23 the Commission explained that CMS generally cover utility
       control of various cabin environmental functions such as temperature, lighting, in-
       flight entertainment, galley services, wastewater, window shades as well as access to
       long-range satellite communications and internet connectivity.
(26) In the Parties’ view, the relevant market for the development and supply of the IFE
       and CMS should be further segmented by customer type: (i) commercial aircraft, (ii)
       business jets, and (iii) (V)VIP jets. The Parties note that the Commission has not
       previously considered the latter category in relation to non-avionics aerospace
       products. The Parties submit that, for commercial aircraft, IFE and CMS are procured
       separately, however, for business jets and, in particular, for (V)VIP jets, these two
       systems are offered as a single integrated and largely customised system. The Parties
       argue that from the demand-side and supply-side perspective, the markets could
       potentially be segmented as follows: IFE systems for commercial aircrafts; CMS for
       commercial aircrafts; IFE and CMS as an integrated solution for business jets; and
       IFE and CMS as an integrated solution for (V)VIP jets. More generally, the Notifying
       Parties consider that the precise definition of the markets may be left open, as the
       Transaction does not give rise to competition concerns under any possible market
       definition.
(27) The results of the market investigation provided some indications that CMS and IFE
       products differ depending on whether the system is developed for a commercial
       aircraft, business jet or (V)VIP jets.24
(28) First, CMS and IFE systems for commercial aircraft may not be substitutable with the
       CMS/IFE systems for business jets and (V)VIP jets because of different technical
       requirements (e.g. aircraft’s architecture) and different functionalities25 (e.g., CMS
       features for customized window shades or zone temperature controls in the (V)VIP
       jets would not be available in a commercial aircraft).
20  LG Electronics intends to supply display modules to the JV, however, currently it has no activities in
    relation to suppliers of IFE/CMS; as regards other components for the IFE, the market share of Lufthansa
    Technik is [0-5]% (Form CO, paragraph 173, response to RFI 8, question 2).
21  Commission decisions in cases M.1601 – Allied Signal/Honeywell, recital 56; M.2220 – General
    Electric/Honeywell, recitals 268 and 275; M.8305 – Rockwell Collins/BE Aerospace.
22  Commission decision in case M.8305 – Rockwell Collins/BE Aerospace.
23  See Commission decision in case M.8305 – Rockwell Collins/BE Aerospace.
24  Minutes of a call of 4 March 2019 with a market participant, minutes of a call of 11 March 2019 with
    another market participant, Response to the Commission’s request for information of 12 March 2019 by a
    market participant.
25  Response to the Commission’s request for information of 12 March 2019 by a market participant; minutes
    of a call of 11 March 2019 with another market participant.
                                                          5
 ---pagebreak--- (29) Second, some respondents to the market investigation also explained that certification
      requirements for CMS and IFE systems differ across the sectors, with the most
      stringent certification requirements applicable to the systems for commercial
      aircraft.26 For example, an IFE system developed for a business jet may not be
      transferrable to a commercial aircraft because of certification requirements.27
(30) Third, scalability of a system may also present a challenge: “if the system is only
      capable to support 20 seats, it may be difficult to scale the system up to fit more than
      100 seats.”28 Another respondent to the market investigation has further explained the
      differences in competition conditions across the sectors: “The more screens, the
      higher system and servers’ capacity is needed. Second, in commercial aircrafts the
      back-seat screens concern a big up-front cost.”29
(31) Fourth, in line with the Notifying Parties’ view, some respondents noted that in
      business jets and (V)VIP jets, suppliers typically offer IFE systems and CMS as an
      integrated solution, while in commercial aircraft the two systems are sourced
      separately.30 Furthermore, the market investigation has shown that different suppliers
      for CMS and IFE systems are active in each of the segments.31
(32) The Commission also considered whether CMS and IFE systems for commercial
      aircraft should be further segmented by type of a class (first, business, and coach
      classes). The Notifying Parties submitted that such segmentation is not warranted
      because IFE systems for commercial aircraft are purchased as a single package and
      that the system is connected to the same server and use the same central power supply,
      with only the components visible to the passenger being possibly different (e.g. the
      size of the screen).32 The respondents to the market investigation also were of the
      view that within the aircraft there is one CMS and IFE system across all classes and
      that beyond the visual components between classes, there are no major differences.33
(33) As regards aircraft WAP, it is a non-avionics component used as an input for the
      IFE/CMS systems. Aircraft WAP is a device that allows wireless devices to connect to
      a wired network of the aircraft. Aircraft WAP can be used, for example, for high-
      speed Wi-Fi for in-flight web browsing, real-time communications, multimedia
      streaming. The Parties submit that the same technology of an aircraft WAP is used
      across the segments, irrespective of the type of the aircraft or the customer.
26 Minutes of a call of 11 March 2019 with another market participant; response to the Commission’s request
   for information of 12 March 2019 by a market participant.
27 See for example, minutes of a call of 1 March 2019 with a market participant.
28 Minutes of a call of 1 March 2019 with a market participant, see also minutes of a call of 11 March 2019
   with a market participant.
29 Minutes of a call of 11 March 2019 with a market participant.
30 Minutes of a call of 4 March 2019 with a market participant; minutes of a call of 11 March 2019 with
   another market participant; Response to the Commission’s request for information of 12 March 2019 by a
   market participant.
31 Form CO, paragraph 170 et seq.; minutes of a call of 4 March 2019 with a market participant; minutes of a
   call of 11 March 2019 with another market participant.
32 RFI 4, question 4.
33 Minutes of a call of 1 March 2019 with a market participant; response to the Commission’s request for
   information of 12 March 2019 by a market participant.
                                                         6
 ---pagebreak--- (34) In light of the fact that the concentration does not give rise to competition concerns
       under any plausible market definition, the exact scope of market definition for IFE and
       CMS systems may be left open for the purposes of this decision.
5.3. Geographic market definition
(35) In line with the Parties’ view, past decisional practice34, and the results of the market
       investigation in the present case35, the Commission considers that the relevant
       geographic markets for avionics and non-avionics products for civil aircrafts,
       including the CMS and IFE systems, are worldwide in scope.
6.     COMPETITIVE ASSESSMENT
6.1. Legal framework
(36) The Commission Guidelines on the assessment of horizontal mergers under the
       Council Regulation on the control of concentrations between undertakings (the
       "Horizontal Merger Guidelines")36 distinguish between two main ways in which
       mergers between actual or potential competitors on the same relevant market may
       significantly impede effective competition, namely non-coordinated and coordinated
       effects.
(37) Non-coordinated effects may significantly impede effective competition by
       eliminating important competitive constraints on one or more firms, which
       consequently would have increased market power, without resorting to coordinated
       behaviour. In that regard, the Horizontal Merger Guidelines consider not only the
       direct loss of competition between the merging firms, but also the reduction in
       competitive pressure on non-merging firms in the same market that could be brought
       about by the merger.37
(38) The Horizontal Merger Guidelines list a number of factors, which may influence the
       rise of substantial non-coordinated, effects from a merger, such as: the large market
       shares of the merging firms; the fact that the merging firms are close competitors; the
       limited possibilities for customers to switch suppliers; or the fact that the merger
       would eliminate an important competitive force. That list of factors applies equally if
       a merger would create or strengthen a dominant position, or would otherwise
       significantly impede effective competition due to non-coordinated effects.
       Furthermore, not all of those factors need to be present to make significant non-
       coordinated effects likely and this is not an exhaustive list.38
(39) Vertical mergers involve companies operating at different levels of the same supply
       chain. Pursuant to the Commission Guidelines on the assessment of non-horizontal
       mergers under the Council Regulation on the control of concentrations between
       undertakings (the “Non-Horizontal Merger Guidelines”),39 vertical mergers do not
34  Commission decisions in cases M.2220 – General Electric/Honeywell, recital 240; M.8305 – Rockwell
    Collins/BE Aerospace.
35  Minutes of a call of 1 March 2019 with a market participant; response to the Commission’s request for
    information of 12 March 2019 by a market participant.
36  OJ C 31, 5.2.2004, p. 5.
37  Horizontal Merger Guidelines, paragraph 24.
38  Horizontal Merger Guidelines, paragraph 26.
39  OJ C 265, 18.10.2008, p. 6.
                                                        7
 ---pagebreak---       entail the loss of direct competition between merging firms in the same relevant
      market and provide scope for efficiencies. However, there are circumstances in which
      vertical mergers may significantly impede effective competition. This is in particular
      the case if they give rise to foreclosure.40
(40) The Non-Horizontal Merger Guidelines distinguish between two forms of vertical
      foreclosure: input foreclosure, where the merger is likely to raise costs of downstream
      rivals by restricting their access to an important input, and customer foreclosure,
      where the merger is likely to foreclose upstream rivals by restricting their access to a
      sufficient customer base.41
(41) Input foreclosure arises where, post-merger, the new entity would be likely to restrict
      access to its actual or potential rival in the downstream market to the products or
      services that it would have otherwise supplied absent the merger, thereby raising its
      downstream rivals' costs by making it harder for them to obtain supplies of the input
      under similar prices and conditions as absent the merger.42
(42) Customer foreclosure may occur when a supplier integrates with an important
      customer in the downstream market and because of this downstream presence, the
      merged entity may foreclose access to a sufficient customer base to its actual or
      potential rivals in the upstream market (the input market) and reduce their ability or
      incentive to compete which in turn, may raise downstream rivals' costs by making it
      harder for them to obtain supplies of the input under similar prices and conditions as
      absent the merger. This may allow the merged entity profitably to establish higher
      prices on the downstream market.43
6.2. Horizontal effects
(43) The concentration does not give rise to any horizontal overlap between the activities
      of the parent companies of the JV, Lufthansa Technik and LG Electronics. Regarding
      the production and supply of IFE and CMS systems specifically, Lufthansa Technik is
      mostly active in the business jet segment and, through its participation in IDAIR, in
      the (V)VIP segment. Lufthansa Technik also has minimal sales of IFE to the
      commercial aircraft segment. LG Electronics however is currently not active in the
      production and supply of IFE or CMS systems.
(44) The only possible horizontal overlap to which the concentration would give rise is
      between Lufthansa Technik and the newly created JV itself. While it is intended that
      the JV will be active in the production and supply of IFE and CMS systems (albeit for
      commercial aircraft only), Lufthansa Technik is also active in the production and
      supply of IFE and CMS systems (albeit predominantly for business jets and, through
      its participation in IDAIR, for (V)VIP jets, as well as to a very limited extent for
      commercial aircraft), with an estimated market share on the overall market for the
      production and supply of IFE and CMS systems for aircraft (commercial aircraft,
      business and (V)VIP jets combined) of [0-5]% for IFE and [0-5]% for CMS.
40  Non-Horizontal Merger Guidelines, paragraph 18.
41  Non-Horizontal Merger Guidelines, paragraph 30.
42  Non-Horizontal Merger Guidelines, paragraph 31.
43  Non-Horizontal Merger Guidelines, paragraph 58.
                                                    8
 ---pagebreak--- (45) At the level of IFE and CMS systems specifically for commercial aircraft, […],
       Lufthansa Technik’s market share for IFE systems is very limited at ca. [0-5]%.
       Lufthansa Technik does not sell CMS systems to the commercial segment. […]44,
       […]. Finally, several significant competitors remain active in the commercial
       segment, in particular Thales and Panasonic.
(46) In the context of the Commission’s market investigation, none of the respondents
       raised any concerns regarding possible horizontal effects of the concentration. On the
       contrary, several respondents considered that the creation of the JV would be a
       positive development for competition on the market. For instance, one market
       respondent stated: “[…] overall there are not a lot of options for IFE systems on the
       market. Therefore, entry of a new player providing new features, such as the proposed
       JV by LG Electronics and Lufthansa Technik, would be a positive development on the
       market”.45
(47) In light of the above, the concentration does not give rise to any competition concerns
       in relation to a horizontal overlap.
6.3. Vertical effects
(48) The Commission’s investigation has shown that the concentration will not give rise to
       vertical input or customer foreclosure effects.
(49) Two types of vertical relationships give rise to affected markets in this case:
       a.   upstream from the JV, LG Electronics produces display modules and other
            components, and Lufthansa Technik produces WAPs and other components, both
            of which the JV could at least in theory use for the production of its IFE and CMS
            systems for use in commercial aircraft46;
       b.   downstream from the JV, one of the JV’s parent companies, Lufthansa Technik,
            belongs to the broader Lufthansa airline group, which purchases IFE systems to
            be installed in its aircrafts.
6.3.1. Input foreclosure
(50) As mentioned above in recital (49)a, each of the JV’s parents produces some
       components which the JV may use for the production of its IFE and CMS systems.
(51) First, in the future, LG Electronics may supply certain components (in particular
       display modules) to the JV and to other Tier 1 manufacturers of IFE/CMS systems.
       However, considering that LG Electronics has not previously been active in the sale of
       any products to customers active in the production of IFE or CMS systems47, it is
       reasonable to conclude that these are not products which the merged entity would
       have supplied to the JV’s competitors absent the merger. Therefore, there does not
       appear to be any scope for input foreclosure strategies in this regard.
44  Form CO, paragraph 147.
45  Minutes of a call with a market respondent of 1 March 2019.
46  […].
47  Response to RFI 4. […].
                                                         9
 ---pagebreak--- (52) Second, Lufthansa Technik supplies some components to IFE/CMS system
       manufacturers48. In light of the available market share estimates, it would appear that
       there is only one component for which Lufthansa Technik would have a market share
       ([…]) in excess of [30-40]%, i.e. Wireless Access Points (“WAPs”)49, with a market
       share of [30-40]%50.
(53) […]. In practice therefore, after the concentration, Lufthansa Technik will no longer
       be a relevant supplier of WAPs to the JV’s competitors (i.e. manufacturers of IFE
       systems for the commercial segment), independently of any input foreclosure strategy.
(54) […]51. […]. Sufficient alternative sources of supply would remain available to these
       customers, with Honeywell as the leading supplier with a [40-50]% market share for
       WAPs worldwide. Other suppliers such as Miltope ([10-20]%), Kontron ([10-20]%)
       and Zebra (ca. [5-10]%) will remain active on the market as well.
(55) Finally, in the context of the Commission’s market investigation, none of the
       respondents raised any concerns regarding possible input foreclosure effects arising
       from the concentration52.
(56) In light of the above, the Commission concludes that the concentration is unlikely to
       give rise to any input foreclosure effects.
6.3.2. Customer foreclosure
(57) In the present case, as mentioned above in recital (49), the Lufthansa Group, to which
       Lufthansa Technik belongs, purchases IFE systems for its aircraft (but not CMS). In
       line with the Parties’ view, the Commission considers that it is Lufthansa’s position as
       a buyer of IFE systems that is decisive for the assessment of potential vertical
       customer foreclosure concerns53. In that regard, the purchasing volume of the
       Lufthansa Group airlines represented [0-5]% of the total IFE systems market, as
       estimated on the basis of its share in aircraft purchases compared to rival airlines. In
       light of this estimate, it cannot be considered that the Lufthansa Group is a significant
       customer with the type of downstream market power that would enable it to engage in
       any sort of customer foreclosure strategy.
(58) In addition, in the context of the Commission’s market investigation, none of the
       respondents raised any concerns regarding possible customer foreclosure effects
       arising from the concentration.
(59) Accordingly, the Commission concludes that the concentration is unlikely to give rise
       to any customer foreclosure effects.
48  […], Form CO paragraph 140.
49  As explained by the Notifying Party in response to RFI 4, WAP technologies for commercial, business or
    (V)VIP aircrafts do not differ very much and WAPs can be used with minor changes for all types of
    aircraft.
50  Response to RFI 4.
51  Response to RFI 8.
52  The only possible issue that was raised by a market respondent regarding a possible vertical relationship
    arising from the concentration was based on a misunderstanding that was subsequently clarified: minutes
    of a call with a market respondent on 11 March 2019.
53  The Lufthansa Group’s downstream market shares on individual flight routs does not appear relevant for
    this assessment, in particular because aircrafts (and the IFE and CMS systems they are equipped with) are
    not dedicated to any specific flight routes.
                                                            10
 ---pagebreak--- 7.   CONCLUSION
(60) For the above reasons, the European Commission has decided not to oppose the
     notified operation and to declare it compatible with the internal market and with the
     EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the
     Merger Regulation and Article 57 of the EEA Agreement.
                                                    For the Commission
                                                    (Signed)
                                                    Margrethe VESTAGER
                                                    Member of the Commission
                                              11