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Case No COMP/M.5980 - TRANQUILIDADE/ BANCO PASTOR/ PASTOR VIDA/ ESPIRITO SANTO GESTION/ GESPASTOR

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 20/12/2010

In electronic form on the EUR-Lex website under document number 32010M5980

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION Competition DG

Markets and cases III: Financial services

Brussels, 20.12.2010 SG-Greffe(2010) D/21107/ D/21106 C(2010) 9612

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.5980 - TRANQUILIDADE/ BANCO PASTOR/ PASTOR VIDA / ESPIRITO SANTO GESTION/ GESPASTOR Notification of 22/11/2010 pursuant to Article 4 of Council Regulation (EC) No 139/2004 Publication in the Official Journal of the European Union No C 324, 01/12/2010 p.24

1.On 22/11/2010, the European Commission received notification of a proposed concentration pursuant to Article 4 and Article 5(2) of the Merger Regulation by which (i) the undertakings COMPANHIA DE SEGUROS TRANQUILIDADE, S.A. (“TRANQUILIDADE”, Portugal) controlled by ESPÍRITO SANTO FINANCIAL GROUP, S.A. (“ESFG”, Luxembourg) and BANCO PASTOR, S.A. (“BANCO PASTOR”, Spain) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of PASTOR VIDA, S.A. DE SEGUROS Y REASEGUROS (“PASTOR VIDA”, Spain), hitherto under sole control of BANCO PASTOR and (ii) the undertaking ESPIRITO SANTO GESTION, S.A.U., S.G.I.I.C. (“ESG”, Spain) controlled by ESFG acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of GESPASTOR S.G.I.I.C, S.A. (“GESPASTOR”, Spain) by way of purchase of shares.

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.

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

The business activities of the undertakings concerned are:

-- for TRANQUILIDADE : insurance and pension plan products, operating mainly in Portugal as well as in Spain;

-- for ESG : active in the Spanish financial sector market, managing investment funds;

-- for ESFG : banking, insurance, and asset and fund management services provided in Portugal and internationally;

-- for BANCO PASTOR : group of companies that engages in banking operations and insurance distribution in Spain;

-- for PASTOR VIDA : life insurance and pension plans in Spain;

-- for GESPASTOR : active in the Spanish financial sector market, managing investment funds.

2.After examination of the notification, the European Commission has concluded that the notified operations fall 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.

4.For the reasons set out in the Notice on a simplified procedure, the European Commission has decided not to oppose the notified operations and to declare them 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

2OJ C 56, 5.3.2005, p. 32.

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