Thalia Bücher GmbH can acquire assets of Weltbild GmbH & Co. KG

The Bundeskartellamt has today cleared Thalia Bücher GmbH’s acquisition of assets of bankrupt book retailer Weltbild GmbH & Co. KG.

The Thalia group is by far Germany’s largest brick-and-mortar book retailer. It will acquire Weltbild’s customer relationships from the Weltbild online shop and from Weltbild’s e-reader sold under the Tolino brand as well as the Weltbild brands and domains. It will not acquire the Weltbild stores.

Andreas Mundt, President of the Bundeskartellamt: “Thalia has a significant position in the book retail market and, through the Tolino platform, is also a relevant player in the e-book segment. We therefore took a close look at the acquisition of Weltbild’s brands and customer data. Ultimately, however, the merger could be cleared in the first phase of merger control. The decision to clear was primarily based on the fact that the merger did not include Weltbild’s brick-and-mortar stores and that a significantly larger competitor, Amazon, is active in both online retail of printed books and the e-book segment.”

Even when considering a possible overall market for brick-and-mortar and online book retail, customers will have sufficient alternatives to choose from, including independent bookshops, other bookstore chains such as Hugendubel and online retail. The merger did not include Weltbild’s brick-and-mortar stores, which were already closed down in the context of Weltbild’s insolvency proceedings.

In addition, the Bundeskartellamt took into account that, in accessing the customer relationships from the Weltbild online shop, Thalia will probably only acquire a part of Weltbild’s competitive potential. This is because regardless of the merger notification, many customers are likely to have switched to other book retailers since Weltbild’s bankruptcy was announced in June 2024 or, at the latest, since Weltbild discontinued its business activities at the end of August 2024.

However, regarding the procurement of printed books, Thalia already has considerable buyer power over publishers and wholesalers. In this respect, a major difference between Thalia and its most important competitor, Amazon, is that Thalia has brick-and-mortar stores across all of Germany, mostly located in city centres. This gives Thalia a different kind of access to end customers than Amazon, which may make a notable difference when promoting newly-launched books, for example, and may considerably strengthen Thalia’s position when negotiating with publishers and wholesalers. Nevertheless, the Bundeskartellamt’s investigations have shown that acquiring the Weltbild assets would ultimately only very slightly increase Thalia’s procurement volume. 

The Bundeskartellamt has also examined in depth the competitive situation in the sale of e-books. For this segment, too, it had to be taken into account that, overall, Amazon accounts for by far the largest share of the total sales volume in Germany. The merger would only result in higher market shares of the parties if the Tolino platform were to be regarded as a separate market. Although the platform is designed as an open system, the e-books Amazon offers for the Kindle reader are not available for the Tolino reader as Amazon uses a proprietary Kindle format. Ultimately, however, this did not give rise to serious competition concerns. This is because, using the appropriate apps, e-books from all providers can also be read on devices such as tablets and smartphones, which is what a significant proportion of readers do. In addition, there are e-readers from third-party providers which allow users to install apps and thus read e-books on any system. Other aspects to consider were the fact that e-book sales prices are subject to resale price maintenance and that the hardware and software offered by the companies participating in the “Tolino alliance” are largely identical. It would thus be possible for end customers to switch e-readers if quality with regard to the other remaining parameters of competition, such as the range of products, was to significantly deteriorate.

The planned merger could therefore be cleared in the first phase of merger control.