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Case No COMP/M.7414 - REASSURE/ HSBC LIFE UK

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 05/12/2014

In electronic form on the EUR-Lex website under document number 32014M7414

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION

Brussels, 5.12.2014 C(2014) 9482 final

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying party:

Dear Madam(s) and/or Sir(s),

Subject: Case M.7414 - REASSURE/ HSBC LIFE UK Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004

1.On 13 November 2014, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the undertaking ReAssure Ltd, an indirect subsidiary of Swiss Re Ltd (“Swiss Re”, Switzerland), acquire within the meaning of Article 3(1)(b) of the Merger Regulation sole control of the UK pensions business of HSBC Life (UK) Limited (the “Target”, United Kingdom), by way of purchase of assets.

The business activities of the undertakings concerned are:

Swiss Re is a leading wholesale provider of reinsurance, insurance and other insurance-based forms of risk transfer for both life and non-life products;

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.

2Publication in the Official Journal of the European Union No C 420, 22.11.2014, p. 18.

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: COMP-MERGER-REGISTRY@ec.europa.eu.

the Target comprises various UK personal pension schemes, some executive pension plans and individual buy-out policies together with an associated annuity book and certain other assets, liabilities and employees necessary for the portfolio’s underwriting, management and administration.

3.After examination of the notification, the European Commission has concluded that the notified operation falls within the scope of the Merger Regulation and of paragraph 5(c) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004.

For the reasons set out in the Notice on a simplified procedure, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation.

For the Commission (signed) Alexander ITALIANER Director-General

OJ C 366, 14.12.2013, p. 5.

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