EN Case No COMP/M.7259 - CARPHONE WAREHOUSE/ DIXONS Only the English text is available and authentic. REGULATION (EC) No 139/2004 MERGER PROCEDURE Article 6(1)(b) NON-OPPOSITION Date: 25/06/2014 In electronic form on the EUR-Lex website under document number 32014M7259 Office for Publications of the European Union L-2985 Luxembourg EUROPEAN COMMISSION Brussels, 25/06/2014 In the published version of this decision, some information has been omitted pursuant to Article 17(2) C(2014) 4428 of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other PUBLIC VERSION confidential information. The omissions are shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a general MERGER PROCEDURE description. To the notifying parties: Dear Sir/Madam, Subject: Case M.7259 – Carphone Warehouse/ Dixons Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/20041 (1) On 16 May 2014, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the undertakings Carphone Warehouse plc ("Carphone", the United Kingdom) and Dixons Retail plc ("Dixons", the United Kingdom) enter into a full merger within the meaning of Article 3(1)(a) of the Merger Regulation. Carphone and Dixons are designated hereinafter as the "Notifying Parties". 1. THE PARTIES (2) Carphone is a specialist mobile telecommunications retailer, selling a range of mobile connectivity, devices and related services. Carphone is active in the UK, France, Spain, the Netherlands, Germany, Portugal, Sweden and Ireland. (3) Dixons is a specialist electrical multi-channel retailing and services company specialising in the retail sale of high technology consumer electronics, personal computers, domestic appliances, photographic equipment and related services. Dixons is active in the UK, Ireland, Greece, the Czech Republic, Denmark, Finland, Norway, Slovakia and Sweden. Dixons also operates Dixons Travel for Belgium and Italy out of the UK and Ireland business. 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. 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: [email protected]. 2. THE OPERATION (4) The proposed transaction concerns the full merger of Dixons and Carphone. (5) The merger will be implemented by way of a scheme of arrangement (pursuant to Part 26 of the 2006 UK Companies Act) whereby Carphone will issue ordinary shares to existing Dixons shareholders in consideration for the cancellation of the existing issued ordinary shares of Dixons and the issue of new ordinary shares of Dixons to Carphone. Following implementation of the scheme of arrangement, the shareholders of Dixons and Carphone will each hold 50% of the shares in the merged entity. (6) Therefore, the proposed transaction constitutes a concentration within the meaning of Article 3(1)(a) of the Merger Regulation. 3. EU DIMENSION (7) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (Carphone: EUR 4 520 million; Dixons: EUR 8 758 million). Each of the two undertakings has an EU-wide turnover in excess of EUR 250 million (Carphone: EUR 4 498 million; Dixons: EUR 7 459 million), but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State. The proposed transaction therefore has an EU dimension. 4. INTRODUCTION TO THE COMPETITIVE ASSESSMENT (8) The Parties' activities overlap horizontally in the retail sale of mobile phones, tablets and accessories for mobile phones and tablets, in the provision of mobile services and of services related to the provision of the above products (technical support and insurance), as well as in the procurement of mobile phones and tablets. However, the proposed transaction only gives rise to potentially horizontally affected markets in relation to the (i) retail sale of mobile phones and tablets; and (ii) procurement of mobile phones and tablets.2 (9) The proposed transaction also gives rise to vertical relationships between Carphone's upstream activities in the (i) wholesale supply of mobile devices to third-party independent mobile phone resellers and (ii) provision of managed services in relation to mobile retail, mobile phone insurance and technology, and Dixons' (and Carphone's) downstream activities in the retail sale of mobile phones and tablets and mobile services. While the proposed transaction may technically result in affected markets (depending on the geographic market definition that is retained in the downstream retail markets), these vertical relationships will not give rise to competition concerns. (10) First, as regards Carphone's wholesale supply of mobile devices to third-party independent mobile phone resellers, the Parties estimate Carphone's market share at the upstream level to be [5-10]% or less, both at the EEA level and at the national level. Therefore, regardless of the geographic dimension of this market, Carphone's limited market share would not create any risk of input foreclosure. As for the downstream level 2 The Notifying Parties' activities also overlap with respect to (i) the retail sale of accessories for mobile phones and tablets, (ii) the provision of insurance services and (iii) the provision of technical support services. However, the combined market shares of the Notifying Parties in each of Ireland, Sweden and the UK are well below 20% under any possible market definition. Therefore, these markets will not be analysed further. 2 (retail of mobile phones and tablets), although the Parties' combined market shares may exceed 30% (when measured in terms of number of shops) in certain possible local markets within the UK and Sweden (as will be explained further below), no risk of customer foreclosure would arise, since wholesalers do not operate at local level, but rather sell their products to retailers at a national level or beyond. Moreover, alternative retailers such as Argos, John Lewis and the major MNOs will remain active at the downstream level. (11) Second, as regards Carphone's provision of managed services in relation to mobile retail, mobile phone insurance and technology, these services are aimed at B2B ("business to business") customers wishing to enter the mobile retail market. The services offered range from the provision of specific managed services to a comprehensive partnership including the provision of the store, trained staff, IT systems and stock. This market could be considered EEA-wide or at least national in scope, since, even though managed services' contracts relate to a single country, the choice of provider would not be constrained by geographic considerations. In all instances, the proposed transaction would not create any risk of input foreclosure, since the Notifying Parties estimate Carphone's market share at the upstream level (based on the narrowest possible product market definition) to be significantly less than 30%.3 As for the downstream level (retail of mobile devices and mobile services), where the Parties' combined market shares may exceed 30% (when measured in terms of number of shops) in certain possible local markets within the UK and Sweden, for the same reasons outlined above, no risk of customer foreclosure would arise. (12) In light of the above, the market definition and competitive analysis in the following sections will focus on the horizontally affected markets in relation to the: (i) retail sale of mobile phones and tablets; and (ii) procurement of mobile phones and tablets in each of Ireland, Sweden and the UK. 5. MARKET DEFINITION 5.1. Product market 5.1.1. Retail sale of mobile phones and tablets View of the Notifying Parties (13) The Notifying Parties submit that the relevant product markets are the market for the retail of mobile phones and the separate market for the retail of tablets. In their view, such segmentation on the basis of the product type is justified in light of: (i) differences between mobile phones and tablets in terms of technical characteristics and functionalities; and (ii) differences in the manner in which these devices are offered to consumers4 and in the distribution channels used.5 According to the Notifying Parties, no further sub-segmentations should be made, e.g., based on the distribution channel (between online and ‘brick-and-mortar’ retailers), or according to the category of end- customers (between corporate and private customers). 3 Carphone's offering of managed services represents a new activity […]. 4 Mobile phones are often offered in a bundle together with a retail mobile services contract, while tablets are usually offered on a stand-alone basis. 5 Mobile phones are mainly sold by mobile network operators ("MNOs") and other specialist retailers, while tablets are sold by a much wider group of retailers. 3 (14) In particular, the Notifying Parties submit that online retailers exercise a significant competitive constraint on retailers with a network of physical stores. The Notifying Parties conclude that online and offline retailers should be considered