Thursday, September 1, 2016

Statement by Commissioner Vestager on Commission decision to approve Hutchison/VimpelCom joint venture in Italy, subject to conditions

Today, the Commission has decided to approve the proposed joint venture between Hutchison and VimpelCom in the mobile telecommunications sector in Italy.

This deal will combine Hutchison's mobile business H3G with VimpelCom's WIND. They are two of the four mobile network operators in the Italian mobile market.

It is the Commission's role to make sure that mergers in the European Union do not weaken competition. In mobile telecoms markets, effective competition ensures fair prices, quality networks and spurs innovation. We want consumers to benefit from effective competition, so they can enjoy better service and affordable mobile packages that suit their needs.


Against this background, we can approve this deal because Hutchison and VimpelCom have offered a strong remedy. It fully addresses our competition concerns. This remedy enables a new mobile network operator, the French telecoms company Iliad, to enter the Italian market.

This is a good outcome for all: Hutchison and Vimpelcom can combine their assets in Italy to grow their businesses. Iliad can expand across borders and compete for customers in a new market. And most importantly, Italian consumers will benefit, because the market will continue to be competitive.

This outcome is the result of our merger investigation. As mentioned, in the Italian mobile market today there are four mobile network operators. The deal as notified would have reduced this number to three: Hutchison and WIND's joint venture would have been the new largest player, closely followed by TIM and Vodafone.

In a nutshell, our investigation showed that this would likely have led to less competition and higher prices for Italian consumers.

We had three main concerns:

First, the transaction would have eliminated competition between Hutchison and WIND. Hutchison is the latest entrant into the Italian mobile market. It has been an important driver of competition. WIND has also played an important role in the market.

The transaction would have reduced the incentives of the joint venture to compete, as well as those of its competitors. We compared the situations with and without the deal: our investigation showed that with the transaction, Italian consumers would likely have faced reduced choice and lower quality mobile services. Also, retail mobile prices would likely have been higher for all Italian operators than without the deal.

Second, the transaction would have changed the market structure by creating three similar sized competitors. We feared that this change, and the reduced competition, could have made it easier and more likely that the remaining three operators would coordinate their behaviour in the market. This would likely have led to further price increases for consumers.

Third, we found that the transaction would have reduced the number of mobile network operators willing to host so-called "mobile virtual network operators" on their networks. These operators do not have their own networks, but rely on access to the infrastructure of mobile network operators to provide mobile services to consumers.

These three competition concerns were very serious.

We could not therefore allow this transaction to go ahead as originally notified to us. We needed a strong and effective remedy that fully addressed our concerns.

We always look at the facts of the specific case to see if a remedy addresses our competition concerns. But as I said in May, when we decided to block a mobile merger in the UK market, there are good reasons to prefer structural remedies. 

They have the potential to resolve competition concerns in mergers between competitors once and for all.

In this case, the parties have submitted an effective structural remedy. They have offered the divestment of sufficient assets to allow the creation of a new mobile network operator. Notably, they will divest sufficient radio spectrum and mobile base station sites. This will allow the new operator to provide retail mobile services to consumers and offer wholesale access services to virtual network operators.

And more than that. The parties have submitted this remedy as a "fix-it-first" solution. This means that the parties have already entered into an agreement with the French telecom operator Iliad to purchase the divested assets. Iliad successfully entered the French mobile market as a fourth network operator four years ago, and has established itself as an important driver of competition there.

Under its agreement with the parties, Iliad will use the network of the joint venture to compete for an initial transitional period. But Iliad will soon make significant investments to build its own independent mobile network in Italy.

We believe that today's solution will benefit Italian consumers and preserve effective competition in the market after the deal.

We often hear that telecoms consolidation within Member States is necessary to ensure network operators are profitable enough to allow them to invest in networks. Some in the telecoms industry refer to such consolidation as “market repair”. Our investigation showed that some operators indeed hoped that the reduction from 4 to 3 as proposed would result in "market repair".

We find this term inaccurate. You do not repair the market by reducing competition, but by making sure companies have the incentives to try to be better than their competitors in terms of price, quality of service and choice.
Today's decision ensures this for the Italian mobile market.

And it shows there is no need for a trade-off between competition and growth through consolidation. Telecom companies can grow in Europe by consolidating within the same country, if the conditions are right. They can also grow by expanding cross-border. This is the case for Iliad. It will increase its footprint in another Member State as a new European player. We welcome this.

So, today's decision reflects our consistent policy to ensure that telecoms mergers do not reduce effective competition at the cost of consumers. For this, each case needs to be assessed on its own merits. This is also to account for the market circumstances, which vary from one case to another.

But our approach is always the same. As is our goal: to make sure that EU consumers are not worse off and that competition thrives. Today’s clearance decision with remedies ensures exactly that for Italian consumers.


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