Case No COMP/M.5924 - TRIDENT/ HELLMAN & FRIEDMAN/ SEDGWICK

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 20/07/2010

In electronic form on the EUR-Lex website under document number 32010M5924

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION

Brussels, 20.07.2010 SG-Greffe(2010) D/11237/11238 C(2010)5150

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

To the notifying parties:

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

Subject: Case No COMP/M.5924 – TRIDENT/ HELLMAN & FRIEDMAN/ SEDGWICK Notification of 18.06.2010 pursuant to Article 4 of Council Regulation (EC) No 139/2004 Publication in the Official Journal of the European Union No C 168, 26.06.2010, p. 8

1.On 18/06/2010, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which the undertakings, Hellman & Friedman Capital Partners VI, L.P. (“HFCP VI”, UK), one of the private equity funds controlled by Hellman & Friedman LLC (such funds, collectively with Hellman & Friedman LLC, “H&F”, USA) and Trident IV, L.P. (“Trident IV”, USA), one of the private equity funds controlled by Stone Point Capital LLC (such funds, collectively with Stone Point Capital LLC, “Trident”, USA), acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of Sedgwick, Inc., including the various companies it directly or indirectly controls (“Sedgwick”, USA), by way of contract of management or any other means.

OJ 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.

Commission européenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11.

2.The business activities of the undertakings concerned are:

-- H&F : private equity fund : long-term equity capital in businesses in growing markets;

-- Trident : private equity fund, investing in the insurance, employee benefits and financial services industries;

-- Sedgwick : operates in the field of third party administration services primarily in the workers' compensation, disability, liability and related markets, only in the U.S. and Canada.

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 paragraphs 5(a) & 5(c) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004.

4.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 European Commission, (signed) Alexander ITALIANER Director General

2OJ C 56, 5.3.2005, p. 32.

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