EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 19/07/2023

In electronic form on the EUR-Lex website under document number 32023M11116

EUROPEAN COMMISSION

Brussels, 19.7.2023 C(2023) 4931 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 Where possible the information omitted has been replaced by ranges of figures or a general description.

Hedin Automotive Oy Kosti Aaltosen tie 9 80140 Joensuu Finland

Dear Sir or Madam,

1.(1) On 14 June 2023, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which Hedin Automotive Oy (‘Hedin’ or the ‘Notifying Party’, Finland) will acquire sole control over Delta Auto Oy (‘Delta Auto’ or the ‘Target’, Finland), by way of a purchase of shares in the Target and of certain assets of Delta Motor Group Oy (‘Delta Motor Group’ or ‘the Seller’, Finland) related to the business of the Target (the ‘Transaction’).Hedin and the Target are hereinafter together referred to as the ‘Parties’.

1OJ 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.

2OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).

3Publication in the Official Journal of the European Union No C 218, 21.6.2023, p. 9.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111

1. THE PARTIES

2.(2) Hedin is a subsidiary of Hedin Mobility Group AB (‘Hedin Group’, Sweden). The Hedin Group is active in Belgium, Czechia, Finland, Germany, Hungary, the Netherlands, Norway, Slovakia, Sweden (its most important market), Switzerland and the United Kingdom. The Hedin Group entered into the Finnish market in 2022 by acquiring the automotive business of Laakkonen group, subsequently changing the name of Laakkonen’s automotive business to Hedin.

3.(3) Hedin is active in the retail sale of new and used passenger cars (‘PCs’) and light commercial vehicles (‘LCVs’), and original equipment (‘OE’) spare parts, the retail distribution of used motor vehicles and non-OE spare parts, and in the repair and maintenance of motor vehicles in Finland. Hedin is a retailer for the following brands of motor vehicles in Finland: BMW, Ford, Mazda, Mini, Nissan, Opel, Škoda, Subaru, and, since 1 July 2023, Citroën and Peugeot.

4.(4) Delta Auto is a subsidiary of Delta Motor Group and is active in Finland in the retail sale of new and used PCs and LCVs, the provision of repair and maintenance services and the retail sale of OE spare parts. It has 13 stores and repair and maintenance locations, and the brands of motor vehicles that it sells include Alfa Romeo, Fiat, Jeep, Kia, Mazda, Maxus, Mitsubishi, Opel and Subaru.

2. THE OPERATION

5.(5) The concentration consists of the acquisition of sole control by Hedin over Delta Auto, by means of (i) an acquisition of all shares in the Target pursuant to a Share Purchase Agreement signed on 25 April 2023 and (ii) an acquisition of certain assets related to the Target’s business currently owned by the Seller pursuant to an Asset Purchase Agreement signed on the same day.

3. UNION DIMENSION

6.(6) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (Hedin: EUR 6.2 billion; Target: EUR 322 million). Each of them has a Union-wide turnover in excess of EUR 250 million (Hedin: EUR […] billion; Target: EUR 322 million), but they do not achieve more than two-thirds of their aggregate Union-wide turnover within one and the same Member State (although the Target realised more than two-thirds of its turnover in Finland, Hedin did not).

(7) The notified operation therefore has a Union dimension.

4The acquisition of Laakkonen was not notifiable for merger control, neither with the European Commission under the EUMR nor with the Finnish competition authority under Finnish law.

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

4. RELEVANT MARKETS

6.(8) The Transaction gives rise to horizontal overlaps between Hedin and Delta Auto in the retail distribution of new PCs and/or LCVs in Finland.

4.1. Retail distribution of new PCs and/or LCVs

4.1.1. Product market definition

(9) The Commission has previously considered, but left open, a distinction between the retail distribution of PCs and LCVs and found that a further segmentation is not appropriate.

(10) The Notifying Party submits that the Commission’s previous market definition is appropriate also in this case.

(11) The market investigation did not produce any evidence invalidating the Commission’s decisional practice.

(12) The Commission considers that for the purposes of this decision, the exact market definition can be left open between retail distribution of both PCs and LCVs or separately for each of PCs and LCVs as the Transaction does not raise serious doubts as to its compatibility with the internal market under any plausible market definition.

(13) For the purpose of this decision, the Commission will analyse the effects of the Transaction on the basis of the narrowest plausible product market definition, i.e., separately for retail distribution of PCs only and retail distribution of LCVs only, as these are the only potential product markets in which (horizontally) affected markets would arise.

4.1.2. Geographic market definition

(14) The Commission has so far left open whether the retail distribution of PCs and/or LCVs markets are EEA-wide, national or local in scope.

(15) The Notifying Party considers that, in the case of Finland, the relevant market is most likely national. Nevertheless, the Notifying Party submits that for a local market definition the appropriate scope for Finland would be cities with the surrounding municipalities, in line, according to the Notifying Party, with the decisional practice of the Finnish competition authority. On such a regional basis, the Parties’ sales offices overlap in the municipal regions of Helsinki, Lahti, Turku, Tampere, Jyväskylä and Kuopio.

(16) The results of the market investigation point to the geographic scope of the market being national. A majority of competitors and customers who expressed a view stated that there are substantial differences in price, customer preferences, purchasing patterns, or similar elements between Finland and other EEA Member States. All competitors and customers who expressed a view stated that there are no substantial differences in price, customer preferences, purchasing patterns, or similar elements within Finland between different parts of the country (i.e., cities, regions, or north versus south of the country).

(17) The Commission considers that for the purposes of this decision, the exact market definition can be left open between EEA-wide, national or local markets, as the Transaction does not raise serious doubts as to its compatibility with the internal market under any plausible market definition.

(18) For the purpose of this decision, the Commission will analyse the effects of the Transaction on a local basis as affected markets would arise only on local levels (as defined by the Notifying Party: cities with the surrounding municipalities), and on the narrowest plausible product markets of the retail distribution of PCs and of LCVs separately.

5. COMPETITIVE ASSESSMENT

(19) At the national level, for each of 2020, 2021 and 2022, the Parties’ combined market shares in the retail distribution of new PCs and in the retail distribution of new LCVs were less than [10-20]% and [5-10]% respectively by value and less than [10-20]% and [10-20]% respectively by volume. Therefore, affected markets only exist if the geographic market for the sale of new PCs and LCVs is considered

9See, e.g., Commission decisions of 29 July 2022, M.10745 – Emil Frey/FCA Central and Eastern Europe et al., paragraphs 29 and 32, and of 22 June 2022, M.10714 – VGRD / Assets of Auto-Holding Dresden, paragraph 22.

10Form CO, paragraphs 95-96.

11The Notifying Party submits that according to the Finnish competition authority’s decisional practice, local markets including cities with the surrounding municipalities can correspond to administrative regions of Finland or parts thereof. The Finnish competition authority has typically left the precise market delineation open.

12Form CO, paragraph 110.

13Non-confidential responses to question C.1 in both the Questionnaire to Competitors and Questionnaire to Customers.

14Non-confidential responses to question C.2 in both the Questionnaire to Competitors and Questionnaire to Customers.

15Form CO, Table 5. On 30 June 2023, Hedin entered into a share purchase agreement to acquire Auto Oy Vesa-Matti, a car retail seller with one sales office in Pori, Western Finland. The Parties confirm that their combined shares including that acquisition will remain below 20% on all relevant national markets in value and volume. This acquisition has no impact on the affected markets.

as being local in scope. Specifically, the Transaction gives rise to the horizontally affected markets in the potential markets for:

16(a) retail distribution of new PCs in the Lahti region;

17(b) retail distribution of new PCs in the Jyväskylä region;and

18(c) retail distribution of new LCVs in the Turku region.

5.1. Analytical framework

EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 19/07/2023

In electronic form on the EUR-Lex website under document number 32023M11116

EUROPEAN COMMISSION

Brussels, 19.7.2023 C(2023) 4931 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.

Hedin Automotive Oy Kosti Aaltosen tie 9 80140 Joensuu Finland

Dear Sir or Madam,

1.(1) On 14 June 2023, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which Hedin Automotive Oy (‘Hedin’ or the ‘Notifying Party’, Finland) will acquire sole control over Delta Auto Oy (‘Delta Auto’ or the ‘Target’, Finland), by way of a purchase of shares in the Target and of certain assets of Delta Motor Group Oy (‘Delta Motor Group’ or ‘the Seller’, Finland) related to the business of the Target (the ‘Transaction’).Hedin and the Target are hereinafter together referred to as the ‘Parties’.

1OJ 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.

2OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).

3Publication in the Official Journal of the European Union No C 218, 21.6.2023, p. 9.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111

1. THE PARTIES

2.(2) Hedin is a subsidiary of Hedin Mobility Group AB (‘Hedin Group’, Sweden). The Hedin Group is active in Belgium, Czechia, Finland, Germany, Hungary, the Netherlands, Norway, Slovakia, Sweden (its most important market), Switzerland and the United Kingdom. The Hedin Group entered into the Finnish market in 2022 by acquiring the automotive business of Laakkonen group, subsequently changing the name of Laakkonen’s automotive business to Hedin.

3.(3) Hedin is active in the retail sale of new and used passenger cars (‘PCs’) and light commercial vehicles (‘LCVs’), and original equipment (‘OE’) spare parts, the retail distribution of used motor vehicles and non-OE spare parts, and in the repair and maintenance of motor vehicles in Finland. Hedin is a retailer for the following brands of motor vehicles in Finland: BMW, Ford, Mazda, Mini, Nissan, Opel, Škoda, Subaru, and, since 1 July 2023, Citroën and Peugeot.

4.(4) Delta Auto is a subsidiary of Delta Motor Group and is active in Finland in the retail sale of new and used PCs and LCVs, the provision of repair and maintenance services and the retail sale of OE spare parts. It has 13 stores and repair and maintenance locations, and the brands of motor vehicles that it sells include Alfa Romeo, Fiat, Jeep, Kia, Mazda, Maxus, Mitsubishi, Opel and Subaru.

2. THE OPERATION

5.(5) The concentration consists of the acquisition of sole control by Hedin over Delta Auto, by means of (i) an acquisition of all shares in the Target pursuant to a Share Purchase Agreement signed on 25 April 2023 and (ii) an acquisition of certain assets related to the Target’s business currently owned by the Seller pursuant to an Asset Purchase Agreement signed on the same day.

3. UNION DIMENSION

6.(6) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (Hedin: EUR 6.2 billion; Target: EUR 322 million). Each of them has a Union-wide turnover in excess of EUR 250 million (Hedin: EUR […] billion; Target: EUR 322 million), but they do not achieve more than two-thirds of their aggregate Union-wide turnover within one and the same Member State (although the Target realised more than two-thirds of its turnover in Finland, Hedin did not).

7.(7) The notified operation therefore has a Union dimension.

4The acquisition of Laakkonen was not notifiable for merger control, neither with the European Commission under the EUMR nor with the Finnish competition authority under Finnish law.

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

4. RELEVANT MARKETS

6.(8) The Transaction gives rise to horizontal overlaps between Hedin and Delta Auto in the retail distribution of new PCs and/or LCVs in Finland.

4.1. Retail distribution of new PCs and/or LCVs

4.1.1. Product market definition

(9) The Commission has previously considered, but left open, a distinction between the retail distribution of PCs and LCVs and found that a further segmentation is not appropriate.

(10) The Notifying Party submits that the Commission’s previous market definition is appropriate also in this case.

(11) The market investigation did not produce any evidence invalidating the Commission’s decisional practice.

(12) The Commission considers that for the purposes of this decision, the exact market definition can be left open between retail distribution of both PCs and LCVs or separately for each of PCs and LCVs as the Transaction does not raise serious doubts as to its compatibility with the internal market under any plausible market definition.

(13) For the purpose of this decision, the Commission will analyse the effects of the Transaction on the basis of the narrowest plausible product market definition, i.e., separately for retail distribution of PCs only and retail distribution of LCVs only, as these are the only potential product markets in which (horizontally) affected markets would arise.

4.1.2. Geographic market definition

(14) The Commission has so far left open whether the retail distribution of PCs and/or LCVs markets are EEA-wide, national or local in scope.

(15) The Notifying Party considers that, in the case of Finland, the relevant market is most likely national. Nevertheless, the Notifying Party submits that for a local market definition the appropriate scope for Finland would be cities with the surrounding municipalities, in line, according to the Notifying Party, with the decisional practice of the Finnish competition authority. On such a regional basis, the Parties’ sales offices overlap in the municipal regions of Helsinki, Lahti, Turku, Tampere, Jyväskylä and Kuopio.

(16) The results of the market investigation point to the geographic scope of the market being national. A majority of competitors and customers who expressed a view stated that there are substantial differences in price, customer preferences, purchasing patterns, or similar elements between Finland and other EEA Member States. All competitors and customers who expressed a view stated that there are no substantial differences in price, customer preferences, purchasing patterns, or similar elements within Finland between different parts of the country (i.e., cities, regions, or north versus south of the country).

(17) The Commission considers that for the purposes of this decision, the exact market definition can be left open between EEA-wide, national or local markets, as the Transaction does not raise serious doubts as to its compatibility with the internal market under any plausible market definition.

(18) For the purpose of this decision, the Commission will analyse the effects of the Transaction on a local basis as affected markets would arise only on local levels (as defined by the Notifying Party: cities with the surrounding municipalities), and on the narrowest plausible product markets of the retail distribution of PCs and of LCVs separately.

5. COMPETITIVE ASSESSMENT

(19) At the national level, for each of 2020, 2021 and 2022, the Parties’ combined market shares in the retail distribution of new PCs and in the retail distribution of new LCVs were less than [10-20]% and [5-10]% respectively by value and less than [10-20]% and [10-20]% respectively by volume. Therefore, affected markets only exist if the geographic market for the sale of new PCs and LCVs is considered

9See, e.g., Commission decisions of 29 July 2022, M.10745 – Emil Frey/FCA Central and Eastern Europe et al., paragraphs 29 and 32, and of 22 June 2022, M.10714 – VGRD / Assets of Auto-Holding Dresden, paragraph 22.

10Form CO, paragraphs 95-96.

11The Notifying Party submits that according to the Finnish competition authority’s decisional practice, local markets including cities with the surrounding municipalities can correspond to administrative regions of Finland or parts thereof. The Finnish competition authority has typically left the precise market delineation open.

12Form CO, paragraph 110.

13Non-confidential responses to question C.1 in both the Questionnaire to Competitors and Questionnaire to Customers.

14Non-confidential responses to question C.2 in both the Questionnaire to Competitors and Questionnaire to Customers.

15Form CO, Table 5. On 30 June 2023, Hedin entered into a share purchase agreement to acquire Auto Oy Vesa-Matti, a car retail seller with one sales office in Pori, Western Finland. The Parties confirm that their combined shares including that acquisition will remain below 20% on all relevant national markets in value and volume. This acquisition has no impact on the affected markets.

as being local in scope. Specifically, the Transaction gives rise to the horizontally affected markets in the potential markets for:

16(a) retail distribution of new PCs in the Lahti region;

17(b) retail distribution of new PCs in the Jyväskylä region;and

18(c) retail distribution of new LCVs in the Turku region.

5.1. Analytical framework