EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 18/03/2021

In electronic form on the EUR-Lex website under document number 32021M10156

EUROPEAN COMMISSION

Brussels, 18.03.2021 C(2021) 1947 final

PUBLIC VERSION

Teachers Insurance and Annuity Association of America 730 Third Avenue 10017 – New York United States of America

Första AP-fonden Regeringsgatan 28 103 25 – Stockholm Sweden

Andra AP-fonden Östra Hamngatan 26 404 24 – Gothenburg Sweden

Government Pension Investment Fund Toranomon Hills Mori Tower, 7th floor 1-23-1, Minato-ku – Tokyo Japan

Dear Sir or Madam,

1.On 23 February 2021, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which Teachers Insurance and Annuity Association of America (‘TIAA’, United States of America), Första AP-fonden (‘AP1’, Sweden), Andra AP-fonden (‘AP2’, Sweden) and

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.

2OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).

Government Pension Investment Fund (‘GPIF’, Japan) acquire within the meaning of Article 3(1)(b) of the Merger Regulation indirect joint control of a real estate asset located in Paris (‘the Target’, France), currently owned by Duval Invest SAS, (France) and FTIMMO H, a subsidiary of Orange SA, (France)

The business activities of the undertakings concerned are:

- for TIAA: financial services organisation that primarily provides investment products in the academic, research, medical and cultural fields in the United States of America,

- for AP1 and AP2: government agencies that manage buffer capital in the Swedish national income pension system. Their global portfolios consist of equities, fixed income securities, real estate and private equity funds. AP1 and AP2 are entirely independent of each other,

- for GPIF: incorporated administrative agency, established by the government of Japan to manage and invest the pension reserve funds of the government pension plans. Its global investment portfolio includes interests in Japanese domestic and international equities and bonds, infrastructure (including renewable energy, airports and port assets), real estate assets and private equity funds,

- for the Target: commercial real estate asset (dedicated to office use) located at 10 rue Jobbé-Duval, 75015 Paris, France.

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(a) and 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 and Article 57 of the EEA Agreement.

For the Commission

(Signed) Olivier GUERSENT Director-General

3Publication in the Official Journal of the European Union No C 71, 1.3.2021, p. 66.

4OJ C 366, 14.12.2013, p. 5.