EUROPEAN COMMISSION COMPETITION DG

Directorate R Unit R.2 COMP-MEETINGS

OPINION

of the ADVISORY COMMITTEE on MERGERS

AT ITS MEETING on 30 June 2021

CONCERNING A DECISION IN CASE

(Text with EEA relevance)

Rapporteur: Czechia

1.1. The Advisory Committee (12 Member States) agrees with the Commission that the notified transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

2.2. The Advisory Committee (12 Member States) agrees with the Commission that the notified transaction has an EU dimension within the meaning of the Merger Regulation.

3.3. The Advisory Committee (12 Member States) agrees with the Commission’s definitions of the relevant product and geographic markets as stated in the following chapters of the draft Decision:

a.a. Commercial Risk Brokerage

b.b. Reinsurance Brokerage

c.c. Retirement Solutions

d.d. Investment Solutions

e.e. Health & welfare benefits solutions

4.4. The Advisory Committee (12 Member States) agrees with the Commission’s assessment that the transaction, as notified, will lead to the creation of a dominant position and thus result in a significant impediment of effective competition in the following markets:

a.a. commercial risk brokerage for Large Multinational Customers (“LMCs”) for the following risk types, at global level: property & casualty, FinPro and cyber;

b.b. commercial risk brokerage for non-LMCs, for the following risk type: cyber (Spain);

c.c. pension administration in Germany.

5.5. The Advisory Committee (12 Member States) agrees with the Commission’s assessment that the transaction, as notified, is likely, and there is even a strong probability, to lead to a significant impediment of effective competition in the following markets:

a.a. commercial risk brokerage for non-LMCs, for the following risk type: property & casualty (the Netherlands);

b.b. commercial risk brokerage for all customers, including LMCs, for the following risk types, at global level: Aerospace Manufacturing and Space;

c.c. non-life treaty reinsurance brokerage and non-life facultative reinsurance brokerage at global level

6.6. The Advisory Committee (12 Member States) agrees with the Commission’s assessment that it is appropriate to leave open whether the transaction, as notified, is likely to lead to a significant impediment of effective competition, in light of the scope of the remedies, in the following markets:

a.a. retirement benefit consulting in Germany.

7.7. The Advisory Committee (12 Member States) agrees with the Commission’s assessment that the transaction, as notified, is unlikely to give rise to horizontal or vertical effects that would lead to a significant impediment of effective competition in the remaining horizontally or vertically affected markets identified in the draft decision.

8.8. The Advisory Committee (12 Member States) agrees with the Commission that the Final Commitments offered by the Notifying Party on 12 May 2021 address the competition concerns identified by the Commission.

9.9. The Advisory Committee (12 Member States) agrees with the Commission that, subject to the full compliance with the Final Commitments offered by the Notifying Party on 12 May 2021, the Transaction is not likely to significantly impede effective competition in the internal market or in a substantial part of it.

10.10. The Advisory Committee (12 Member States) agrees with the Commission that the notified Transaction must therefore be declared compatible with the internal market and the functioning of the EEA Agreement in accordance with Article 2(2) and 8(2) of the Merger Regulation and Article 57 of the EEA Agreement, subject to the Notifying Party complying with the conditions and obligations.

AdCom M.9829 dated of 30/06/2021

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