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 .   EUROPEAN COMMISSION  
Brussels,  24.02.2022  
C(2022 ) 1297 final  
PUBLIC VERSION  
 
CVC Capital Partners SICAV -FIS S.A.  
20 Avenue Monterey  
L-2163, Luxembourg   
Grand Duchy of Luxembourg  
Subject : Case M. 10301 – CVC / Ethniki  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 20 January 2022, the Commission received notification of a proposed 
concentration pursua nt to Article 4 of Council Regulation (EC) No 139/2004 by 
which CVC Capital Partners SICAV FIS S.A. (“CVC”, Luxemburg) acquires within 
the meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of 
The Ethniki Hellenic General Insuran ce Company S.A. (“Ethniki”  or the “Target” , 
Greece) (the “Transaction”) .  The proposed concentration would be accomplished  by 
way of purchase of shares .  In the remainder of this Decision , CVC is referred to as 
the “Notifying Party” and together with Ethni ki, the “Parties”.  
                                                 
1  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.  
2  OJ L 1, 3.1.1994, p. 3  (the ‘EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 1. THE  PARTIE S  
(2) CVC and/or its subsidiaries manage investment funds and platforms.  CVC controls 
a number of companies, including the Hellenic Healthcare Group (“HHG”).  HHG 
offers private hospital services in Greece and in Cyprus.3 
(3) Ethniki  offers insurance services in Greece, Cyprus, and Romania. Ethniki is active 
in life and non -life insurance services, insurance distribution and, to a limited extent, 
reinsurance. Ethniki is currently  owned by the National Bank of Greece (“NBG”).  
NBG is r equired to sell the Target as part of the commitments that Greece gave 
when the Commission approved State aid of EUR 2.71 billion to NBG in 2015.4   
2. THE  OPE RATION  AND THE  CONCE NTRATION  
(4) On 26 March 2021, Ethniki Holdings S.à r.l. (“Lux HoldCo”), a special purpose 
vehicle (“SPV”) indirectly owned and controlled by CVC’s Fund VII, and the NBG 
entered into a share sale and purchase agreement (the “SPA”) under the terms of 
which Lux HoldCo wi ll acquire 100% of the shares in the Target.  As a result, CVC 
will acquire sole control over Ethniki.  
(5) Therefore, the  Transaction constitutes a concentration within the meaning of Article 
3(1)(b) of the Merger Regulation.  
3. UNION  DIME NSION  
(6) The undertakings  concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million (CVC: EUR […] million, Ethniki: EUR […] million) and 
the aggregate Community -wide turnover of each of the two undertakings concerned 
is more than EUR 250 million (CVC: E UR […] million, Ethniki: EUR […] million). 
While Ethniki derives more than two thirds of its EEA revenues in Greece, CVC 
does not.  The Transaction thus has a Union dimension within the meaning of Article 
1(2) of the EU Merger Regulation.  
4. RE LE VANT MARKE TS  
4.1. Introduction  
(7) CVC controls today HHG, which offers private  hospital services in Greece.  Post -
Transaction, CVC would also control Ethniki, which offers insurance services in 
Greece, including health insurance services.   
(8) Health insurance policies in Greece,  including those of the Target, typically provide 
coverage for a wide range of inpatient and outpatient medical  services, offering a 
choice of hospitals and diagnostic centres .  
                                                 
3 HHG controls six hospitals in Greece (Hygeia, Metropolitan Hospital, Mitera, Metropolitan General, Leto 
and Creta InterClinic) and one in Cyprus (Apollonion).  
4 See Commission decision of 4 December 2015, SA.43365 - Amendment of the restructuring plan 
approved in 2014 and granting of new aid to National Bank of Greece  and Commission decision of 10 
May 2019, SA.43365 - Amendment of the restructuring plan approved in 2014 and granting of new aid to 
National Bank of Greece  
 
3 (9) Health insurance schemes operate on the basis of premiums paid by insured 
customers. Premiums are not income -related and are calculated based upon the 
underlying level of risk. Risk -rated premiums take into account an individual's 
current health status and future risk of illness .  They may vary based on the 
individual’s age, occupation, medical history and family history of disease .  
(10) Private health insurance in  Greece comes in parallel to public health insurance . 
Public health insurance is provided to all through a unified health insurance fund 
which acts as a single purchaser  for publicly funded health services (“EOPYY”).5 
Private health insurance comes at a voluntary basis, on top of public health 
insurance . As a result, only [10-20]% of the Greek population is privately insured for 
health, in addition to their public health insurance. The vast majority ( [70-80]%) of 
the health insurance policy holders  lives in Attica, which represents ~35% of 
Greece’s population .6 This can also be explained by the fact that most of the private 
healthcare services are also located in the wider Attica region.7  
(11) Although EOPYY offers a universal  coverage for all health services, this is only to a 
certain extent. Therefore, there is a particularly significant share of private 
expenditure in the provision of health services, 90% of which comes directly from 
individuals (out -of-pocket) and 10% is covered by private insurance companies.8 
Private  health insurance offers to privately insured  customers a number of  additional  
benefits, including faster access to treatment, wider choice of healthcare providers, 
and enhanced amenities.9  
(12) There is a vertical relationship between private hospital services and private health 
insurance  services, the former being an input to the latter.10 In other words, an 
insured patient needs to receive  treatment from a private hospital (upstream) for the ir 
health insurance provider to then process and issue a relevant payment  for that 
hospital  (downstream).    
(13) Public and private hospitals in Greece are both active in the provision of inpatient 
and outpatient treatments. However, private hospitals offer faster access to 
treatment, a higher quality of overall services and more innovative solutions.  
(14) The remainder of this Section discusses product and geographic definition in health 
insurance and private hospital services markets which are relevant for the analysis of 
the vertical relationships between the activities of HHG and Ethniki.  
                                                 
5  State o f Health in the EU, Greece, Country Health Profile 2021, p. 7, available at 
https://ec.europa.eu/health/system/files/2021 -12/2021 chp gr english.pdf , last accessed on 21 February 
2022 (Doc ID 1335) . 
6  Response of the Notifying Party to Request for Information I -9, submission dated 16 February 2022, 
Question 1.  
7  Hellenic Competition Commission, Sector Inquiry into Health Services, Public Consultation of 26 
October 2021, Panayotis Skavaras, Business Development and Communication Director, MedNet Greece.  
8  Hellenic Competition Commission, Sector Inquiry into Health Services, available at 
https://www.epant. gr/en/enimerosi/health html , last accessed on 21 February 2022  (Doc ID 1334).  
9  Form CO, paragraph 180.  
10  Form CO, paragraph 353.  
 
4 4.2. Private Health Insurance  
4.2.1.  Product Market Definition  
4.2.1.1.  The Commission’s  decisional practice   
(15) In previous decisions relating to the insurance sector, the Commission distinguished 
between three large categories of insurance product markets: life insurance, non -life 
insurance, and reinsu rance.11  
(16) In non -life insurance services , the Commission considered the classification in the 
EU Non -Life Insurance Directives12 and distinguished the following types of 
insurance services : (i) accident and sickness; (ii) motor vehicle; (iii) property; (iv) 
marine, aviation and transport ("MAT"); (v) liability; (vi) credit and suretyship; and 
(vii) travel.13 
(17) In Case M.8010 – Irish Life/Aviva Health/Glohealth , the Commission found that the 
class of “accident and sickness” insurance services (item (i) above) inc ludes health 
insurance services, namely services whose principal purpose is to provide cover for 
the actual cost of medical services including, but not limited to, inpatient treatments 
and outpatient (non -hospital/day -to-day) treatments.14  The Commission a lso 
concluded that health insurance services constitute a separate relevant product 
market.15  
(18) The Commission left open the question whether the market for health insurance 
services also includes insurance products that offer cash payments separate from 
medical costs e.g., in case of an accident or critical illness .16 
(19) Finally, the Commission noted that the relevant market for health insurance products 
should not be sub -segmented by customer type (i.e. , individual consumer v . group 
                                                 
11  See most recently, Case M.10326 – Allianz Holding/Santander/Aviva Companies/Santander Aviva 
Companies , decision of 6 Au gust 2021, recital 17 and Case M.9796 – Uniqa/Axa (Insurance, Asset 
Management and Pensions – Czechia, Poland, and Slovakia) , decision of 29 July 2020, recital 7.  
12  First Council Directive 73/239/EEC of 24 July 1973 on the coordination of laws, regulatio ns and 
administrative provisions relating to the taking -up and pursuit of the business of direct insurance other 
than life assurance (OJ L 228, 16.8.1973, p. 3 –19); Second Council Directive 88/357/EEC of 22 June 
1988 on the coordination of laws, regulation s and administrative provisions relating to direct insurance 
other than life assurance and laying down provisions to facilitate the effective exercise of freedom to 
provide services and amending Directive 73/239/EEC (OJ L 172, 4.7.1988, p. 1 –2); Council Di rective 
92/49/EEC of 18 June 1992 on the coordination of laws, regulations and administrative provisions relating 
to direct insurance other than life assurance and amending Directives 73/239/EEC and 88/357/EEC (third 
non-life insurance Directive) (  OJ L 22 8, 11.8.1992, p. 1 –23); Directive 2009/138/EC of the European 
Parliament and of the Council of 25 November 2009 on the taking -up and pursuit of the business of 
Insurance and Reinsurance (Solvency II) (OJ L 335, 17.12.2009, p. 1 –155).  
13  See e.g., Case M.8 010 – Irish Life/Aviva Health/Glohealth , decision of 8 June 2016, recital 11; Case 
COMP/M.6521 – Talanx International/Meiji Yasuda Life Insurance/Warta , decision of 4 April 2012 , 
recital 19 .  
14  Case M.8010  – Irish Life/Aviva Health/Glohealth , decision of 8 June 2016, recitals 12 -17. 
15  Case M.8010  – Irish Life/Aviva Health/Glohealth , decision of 8 June 2016, recital 16.  
16  Case M.8010  – Irish Life/Aviva Health/Glohealth , decision of 8 June 2016, recitals 18 -19. 
 
5 corporate policies), because  supply -side substitutability exists  between individual 
health insurance and group health insurance services.17  
4.2.1.2.  The Notifying Party’s view  
(20) The Notifying Party submits that a separate relevant market should be defined for  
health insurance services , excluding  other t ypes of non -life insurance servi ces.18  
According to the Notifying Party, the market for health insurance services does not 
include insurance products that offer cash payments in case of accidents or critical 
illness.19  The Notifying Party also submits that  no separate markets should be 
defined for  individual health insurance services and group health insurance services 
and that all these services belong to the market for health insurance services .20   
4.2.1.3.  The Commission’s assessment  
(21) The Commissi on’s investigation confirm s the conclusion in  Case M.8010 – Irish 
Life/Aviva Health/Glohealth, namely, that a separate relevant market should be 
defined for health insurance services.21 When determining whether to purchase the 
Target, CVC assessed growth tr ends, profitability and solvency specifically for  
Ethniki’s health insurance business, separate from life insurance and other types of 
non-life insurance services.22  Third -party reports on insurance services in Greece 
refer to market trends in health insur ance services separately from other types of 
non-life insurance.23  In the market investigation, one of Ethniki’s rivals indicate s: 
“private health insurance in Greece was traditionally offered as an “add -on” to life 
insurance.  However, this practice is gradually being abandoned in the market and 
health insurance policies are offered on a standalone basis ”.24   
(22) The Commission’s investigation also show s that the market for health insurance 
services should  not include insurance products that offer cash payme nts in case of 
accidents or critical illness.   
(23) In particular,  the vast majority of health insurer respondents  in Greece confirm that 
from a demand -side perspective  health insurance products are not substitutable with 
policies offering cash payments for ac cidents or critical illness.25 For example,  one 
of Ethniki’s rivals notes that accident insurance  policies  “are based on a different 
philosophy [than health insurance policies, they] are intended to meet other needs 
and generally,  [they] are simpler and mor e economical in terms of premiums ”.26  
                                                 
17  This is because (i) the same competitors typically offer health insurance services to individuals and to 
groups and (ii) insurers rely on the same resources (i.e., IT systems and personnel) in order to service both 
customer types.  See Case M.8010  – Irish Life/Aviva Health/Glohealth , decision of 8 June 2016, recitals 
20-21.   
18  Form CO, paragraph 128.  
19  Form CO, paragraph 129.  
20  Form CO, paragraphs 128 and 130.  
21  Questionnaire Q1 to competitors in health insurance services, Questions 11 and 12.  
22  Form CO, Annex 65, [CVC’s INTERNAL DOCUMENTS] , 4 March 2020, pp. 16 and 18.   
23  E.g., Stochasis Report, Private Insurance , December 2020, p. 21 (Doc ID 82) and IOBE , «Ο Δείκτης  
Τιμών  Υγείας  της ΕΛ.ΣΤΑΤ . και το κόστος  της Ιδιωτικής  Ασφάλισης  Υγείας », February 2017, pp. 13ff, 
available at http://iobe.gr/docs/research/RES 05 A 19042017 REP GR.pdf , last accessed on 21 
February 2022 (Doc ID 1327).  
24  Minutes of call with Ethniki’ s competitor, 11 June 2021, paragraph 9.  
25  Questionnaire Q1 to competitors in health insurance services, Questions 11 and 12.  
26  Questionnaire Q1 to competitors in health insurance services, Questions 11.1.  
 
6 Another health insurer respondent states that critical illness insurance  products  
“cover only specific serious (dread) diseases and pay a lump sum upon their 
occurence.  They do not cover any treatment expenses and also they don’t cover the 
majority of diseases ”.27  In addition, s everal health insurer respondents indicated that 
customers purchase insurance policies offering cash payments for accidents or 
critical illness as a complement to health insurance products.28   
(24) From a supply -side perspective, the market investigation also confirm s that health 
insurance  services  are not substitutable with accident and critical illness insurance 
policies .29 For health insurance services, insurers often  negotiate with healthc are 
providers regarding the fees of the various medical servic es and in case of treatment, 
the insurer pays directly the contracted healthcare provider.30  By contrast, for 
accident and critical illness insurance policies, insurers make a lump sum payment 
directl y to the policyholder .31 
(25) As regards a possible segmentation of the relevant market for health insurance 
services  by customer type , the Commission’s investigation did not provide 
conclusive evidence : 
a) On the one hand, all but one  of the health insurer respondents  submit  that they 
offer both individual and group health insurance products , suggesting that these 
products are substitutable from a supply -side perspective.32  In the same vein, 
the majority of health insurers indicate that they rely on the same  resources 
(e.g., personnel and IT infrastructure) when offering individual health insurance 
products and group health insurance products, at least to a certain extent ;33    
b) On the other hand, there are indications that the competitive landscape and 
dynamic s are different in individual and in group health insurance products, 
and that different players are stronger in the provision of each type of 
services .34  For example, one of Ethniki’s rivals note s: “the competitive 
landscape is different in individual hea lth insurance and group health 
insurance. Both Eurolife and Ethniki are focusing on individual health 
insurance products, while other competitors (e.g., Metlife) are more active in 
group health insurance ”.35 Another competitor of Ethniki add s: “[i]ndividual  
health insurance products are designed in advance for all possible customers  
[...] group health insurance products are designed and priced based on the 
special characteristics of each account...  [our] market position in group health 
insurance services is stronger than in individual health insurance services... ”.36  
(26) In light of the above , the Commission concludes  that, for the purposes of this 
Decision, a separate relevant product market should be defined for health insurance 
                                                 
27  Questionnaire Q1 to competitors in health insurance services, Question 12.1.   
28  Questionnaire Q1 to competitors in health insurance services, Question 8.  
29  Minutes of call with third party, 16 July 2021, paragraph 6.  
30  Form CO, paragraph 128.  
31  Minutes of call with third party, 16 July 2021 , paragraphs 5 and 6.  
32  Questionnaire Q1 to competitors in health insurance services, Question 6.   
33  Questionnaire Q1 to competitors in health insurance services, Questions 6.1 and 6.1.1.  
34  Response of third party to Request for Information, submission dated 28 January 2022, Question 1.  
35  Minutes of call with Ethniki’s competitor, 11 June 2021, paragraph 8.   
36  Minutes of call with Ethniki’s competitor, 31 August 2021, paragraphs 10 -11.  
 
7 services.  This market should no t include insurance policies that offer cash payments 
in case of accidents or critical illness.  The question whether the relevant market for 
health insurance services should be sub -segmented by customer type can be left 
open as the Transaction does not ra ise serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement, under any of the 
following plausible product market definitions: (i) all health insurance services; (ii) 
individual health insurance services; or ( iii) group health insurance services.   
4.2.2.  Geographic Market Definition  
4.2.2.1.  The Commission’s decisional practice  
(27) The Commission generally considered the geographic scope of non -life insurance  
services  market s as national in scope .37  In Case M.8010  – Irish Life/Av iva 
Health/Glohealth , the Commission found  that the relevant market for health 
insurance services was national in scope .38 
4.2.2.2.  The Notifying Party’s view  
(28) The Notifying Party agrees with the Commission’s conclusion in Case M.8010  – 
Irish Life/Aviva Health/Glohealth.  As such, the Notifying Party takes the view that 
the market for health insurance services should be defined as including the whole of 
Greece .39  
4.2.2.3.  The Commission’s assessment  
(29) The Commission’s investigation confirms the c onclusion in Case M.8010  – Irish 
Life/Aviva Health/Glohealth that the market for health insurance services is national 
in scope.  In the present case, the Commission found that the health insurance 
services market (and its plausible sub -segments)40 should b e defined as including the 
whole of Greece for the following reasons:  
a) All health insurance service providers and products in Greece are subject to the 
relevant provisions of Law 4364/2016;  
b) Players who want to start offering health insurance services anyw here in Greece 
need to receive prior authorisation by the Bank of Greece, the competent national 
authority for all insurance products in the country; and 
c) In the market investigation, t he vast majority of health insurer respondents  
submit that they offer th e same insurance products in all regions of Greece.41   
                                                 
37  See most recently, Case M.10229 – Allianz/Aviva Italia , decision of 29 June 2021, recital 17 with further 
references. Only exceptionally, the Commission considered that the relevant markets are potentially wider 
than national for certain risk classes of non-life insurance (e.g., MAT insurance).  Regarding insurance 
services in Greece, see, in the same vein, Hellenic Competition Commission, 732/2021, Generali/AXA , 
recital 66.  
38  Case M.8010  – Irish Life/Aviva Health/Glohealth , decision of 8 June 2016, reci tals 24 -25. 
39  Form CO, paragraph 133.  
40  See recital (26) above.   
41  Questionnaire Q1 to competitors in health insurance services, Question 13.  In the same vein, Minutes of 
call with third party, 16 July 2021, paragraph 8.  
 
8 (30) In light of the above , the Commission concludes that, for the purposes of this 
Decision, the plausible market s for all health insurance services , for individual 
health insurance services, and for group  health insurance services are national in 
scope and cover the entire territory of Greece.   
4.3. Private Hospital Services  
4.3.1.  Product Market Definition  
4.3.1.1.  The Commission’s and the HCC’s  decisional practice    
(31) In its past decisional practice, the Commission considered whether separate markets 
exist for public and for private hospital services.  The Commission found that this 
depends on the way healthcare systems are structured, regulated, and funded in each 
Member State.   For example, the Commission found that  separate markets exist for 
private hospital services and for public hospital services in the UK42 and Germany43 
but market investigation  results  did not support such a distinction in France .44  The 
Hellenic Competition C ommission  (the “HCC”) consistently found in its past 
decisions,  that there are separate markets for public and private hospital services in 
Greece ,45 due to (i) the different char acteristics of the two (e.g.,  the level of 
investment  in medical equipment, th e ability to select treating physicians by the  
patients, the speed in which the  relevant services are executed, and the price ) and (ii) 
the different treatment of the two by EOPYY, e.g., in terms of the level of 
reimbursement  per treatment .46  
(32) Within private hospital services, the Commission in the past considered whe ther 
separate markets exist for inpatient and outpatient hospital services .47 The 
Commission also discussed  whether within private hospital services, separate 
relevant markets should be defined for services in each medical specialisation.48  The 
precise product market delineation was ultimately left open.    
(33) Finally, within private hospital services in Greece, the HCC define d three separate 
markets: (i) general private hospital services ; (ii) maternity hospital services; and 
(iii) diagnostic centre services.49   
4.3.1.2.  The Notifying Party’s view  
(34) The Notifying Party agrees  with the distinction between public and priva te hospital 
services in Greece.  Following the HCC’s decisional practice, the Notifying Party 
takes the view that there are separate relevant markets for general private hospital 
services; maternity hospital services; and , diagnostic centre services .50  The 
Notifying Party submits that the market for general private hos pital services should 
                                                 
42  Case M.4367 – APW/APSA/Nordic Capital/Capio , decision of 16 March 2007, recital s 11-13. 
43  Case M.8146 – Carlyle/Schön Family/Schön Klinik , decision of 15 November 2016, recital  11. 
44  Case M.5805 – 3i/Vedici Groupe , decision of 21 May 2010, recital s 10-12. 
45 Hellenic C ompetition Commission, 667/2018, HHG/Hygeia , recital 36 with references to earlier cases.  
46  Hellenic Competition Commission , 667/2018, HHG/Hygeia , recital  36 with references to earlier cases.  
47  Case M.8146 – Carlyle/Schön Family/Schön Klinik , decision o f 15 November 2016 , recital 10.  
48  Case M.8146 – Carlyle/Schön Family/Schön Klinik , decision of 15 November 2016 , recital 12. 
49 Hellenic Competition Commission, 667/2018, HHG/Hygeia , recitals 39 and 42 with references to earlier 
cases.  
50  Form CO, paragraph 145.  
 
9 not be segmented further ( i.e., by medical specialisation or between inpatient and 
outpatient services).51  
4.3.1.3.  The Commission’s assessment  
(35) The Commission’s investigation show s that public hospital and private hospital 
services i n Greece do not belong to the same market.  In the market investigation, 
the vast majority of private hospital respondents  confirm that public hospital services 
and private hospital services in Greece are not interchangeable based on prices; 
quality of med ical operations; patient comfort; or availability of beds.52  Greek 
patients also seem to agree with this conclusion.  A 2019 survey conducted for HHG 
shows that 58% of those who were treated in or visited public hospitals were 
satisfied , while in private hospitals, satisfaction rate was 85%.53  
(36) The Commission’s investigation also confirms that separate relevant markets should 
be defined for general private hospital services; maternity hospital services; a nd 
diagnostic centre services:  
a) In the market investigation, t he vast majority of private hospital respondents  
submit that it is appropriate to distinguish between private general hospital 
services and private maternity hospital  services in Greece.54  As o ne of HHG’s 
rivals puts it, the two types of hospitals differ because “ the legislative 
requirements... the patients’ needs... the doctors’ needs... [and]  the overall 
business models differ ”.55  Another private hospital operator  explains: 
“[m]aternity [c]linics are narrowly focused on the birt hs and associated female 
medicine. Most maternity clinics are managed by gyna ecologists and were set up 
by them as partnerships. The revenue is produced by the doctor there who easily 
decides to move to another maternity clinic. Private [g]eneral [h]ospitals are for 
all other cases and in most cases the patient comes through the hospital's 
reputation or because of their insurers agreement with the hospital”.56 
b) In the market investigation, t he vast majority of private hospital respondents  also 
submit th at it is appropriate to distinguish between general private hospital 
services and diagnostic centre services in Greece.57  One of HHG’s competitors 
notes: “[d] iagnostic centres offer a different range of healthcare services than 
general clinics, targeting m ostly outpatients (i.e. patients that will not stay in the 
hospital for inpatient treatment). Such centers offer a range of examinations 
such as blood tests, MRI scans, CT scans, as well as limited doctor specialties 
(pathologist, general surgeon, cardiolo gist)... Additionally, a diagnostic services 
network usually offers much more (and smaller) points of sale compared to a 
hospital group, as part of its business strategy... ”.58 
                                                 
51  Form CO, paragraph 141.  
52  Questionnaire Q2 to private hospital services providers, Question 2.   
53  Form CO, Annex 1023, ALCO HHG Healthcare Research Report 2019, p. 26.  
54  Questionnaire Q2 to private hospital services provid ers, Question 10.  
55  Questionnaire Q2 to private hospital services providers, Question 10.1.  
56  Questionnaire Q2 to private hospital services providers, Question 10.1.  
57  Questionnaire Q2 to private hospital services providers, Question 11.  
58  Questionna ire Q2 to private hospital services providers, Question 11.1.  
 
10 c) A third -party report also discusses market trends in private hospital services i n 
Greece separately for (i) general private hospitals; (ii) maternity private 
hospitals; and (iii) diagnostic centres.59 
(37) Finally, the Commission’s investigation suggests that it is not necessary to segment 
further the relevant market for general private hos pital services in Greece (i.e., by 
medical specialisation or between inpatient and outpatient services ).  This is the case 
for the following reasons:  
a) From a supply -side substitutability perspective, the Commission notes that  
providers of general private hospital services already today offer both inpatient 
and outpatient services and for several medical specialisations.  In the market 
investigation, a ll but one of the private hospital respondents  submit that they 
offer both in patient and outpatient services in their hospitals.60  Moreover, the 
vast majority of private hospitals in Attica  today offer several and comparable 
medical specialisations.  I n the  market investigation, the majority of private 
hospital respondents  submit t hat they expanded the specialisations offered in 
their hospitals in the past 3 years.61  Most of the private hospital respondents 
estimate  that they managed this expansion within  1-2 years.62  
b) From a demand -side substitutability perspective, the Commission n otes that the 
treatment of certain ailments may require involvement of doctors and equipment 
across specialities (e.g., treatment by a gastroenterologist following surgery in 
the hospital's general surgery department).63   
c) As regards demand specifically from insurance companies, the Commission 
notes that many of them need to cooperate with private hospitals both on 
inpatient and outpatient services. For example, the top three health insurance 
players in Greece (NN, Ethniki, and Generali) offer insurance p olicies which 
cover both inpatient and outpatient services.64 
(38) In light of the above, the Commission concludes that, for the purposes of this 
Decision, separate relevant product markets should be defined for general private 
hospital services; maternity hospi tal services; and diagnostic centre services.  The 
Commission also finds that it is not necessary to segment further the relevant market 
for general private hospital services in Greece ( by medical specialisation or between 
inpatient and outpatient services ).  
                                                 
59  Form CO, Annex 8, 2020 ICAP Report on Private Healthcare Services, p. 4.  
60  Questionnaire Q2 to private hospital services providers, Question 2.  
61  Questionnaire Q2 to private hospital serv ices providers, Question 9.  
62  Questionnaire Q2 to private hospital services providers, Question 9.1.  
63  Form CO, paragraph 144.  
64  I.e., Orange Health and Orange Cross by NN (as reported in NN’s official website (Doc ID 1333)); Full 
Health by Ethniki (F orm CO, paragraph 207(a)); Life On; Medical Prime; and Medical Select by Generali 
(as reported in Generali’s official website (Doc IDs 1328, 1329, and 1330)).  According to the Notifying 
Party, the majority of Ethnini’s GWP in 2018, 2019, and 2020 […] (For m CO, Table 7).  
 
11 4.3.2.  Geographic Market Definition  
4.3.2.1.  The Commission’s  and the HHC’s  decisional practice   
(39) In prior decisions, the Commission indicated that the market for private hospitals 
was not broader than national in scope.65   The HCC found that the market s for 
general private hospital services , maternity hospital services, and diagnostic centre 
services  are national in scope and thus, they cover  the entirety of Greece.66   
4.3.2.2.  The Notifying Party’s view   
(40) The Notifying Party submits  that the market for general private hospital services is 
national in scope because: (i) insurers in Greece negotiate with hospital groups on a 
national basis; (ii) patient demand for medical services is primarily based on doctor 
expertise and hospital reputation  and it is less sensitive to location; (iii ) the majority 
of Ethniki ’s insured patients residing outside  the Attica region also select a private 
hospital in the Attica region; (iv ) insurance policies typically do not vary according 
to geography; and (v)  Attica is just t he “centre” of a national market, because  the 
majority of Greece’s population lives in Attica.67   
(41) The Notifying Party takes the view that the markets for maternity hospital services 
and diagnostic centre services are also national in scope.68  
4.3.2.3.  The Commission’s assessment  
(A) General Private Hospital Services  
(42) The Commission’s investigation show s that th ere is a separate relevant market for 
general private hospital services which is limited to Attica.  This is the case for the 
following reasons.   
(43) First , the vast majority of private hospital providers submit that i n case of service 
quality decrease in a private hospital in Attica, patients would only consider 
alternatives in Attica.69  One of the competitors of HHG states : “the geographic 
market for priva te healthcare services [is] Attica-wide and not national  […] the 
catchment area of private hospitals in Athens is the wider Attica region .”70  Another 
rival adds: “ it is highly unlikely [for] citizens – patient s to travel outside Attica for 
hospital care.  Traditionally the best quality of care in terms of... private facilities 
and doctors are located in [the] Attica region ”.71 
                                                 
65  Most recently, see Case M.9044 – CVC/Recordati , decision of 4 December 2018, recital 22.  
66  Hellenic Competition Commission , 667/2018, HHG/Hygeia , recital s 44 -46 with references to earlier 
cases.  
67  Form CO, paragraph 147 and Annex 1008, HHG – Market Shares in Athens dated 2018 -2020, paragraph 
1.14.  
68  Form CO, Annex 1008, HHG – Market Shares in Athens dated 2018 -2020, paragraph 1.17.  
69  Questionnaire Q2 to private hospital services providers, Question 13. One of the private hospital 
respondents notes: “ patients will definitely exhaust their alternatives within the Attica region and then, if 
absolutely necessary, will most likely turn to alternatives abroad... instead of looking for healthcare 
options in other regions within Greece ” (Questionnaire Q2 to private hospital services providers, Question 
13.2).  
70  Minutes of call with HHG’s competitor, 24 September 2021, paragraph 5.  
71  Questionnaire Q2 to private hospital services providers, Question 13.  
 
12 (44) Second , health insurance providers who often cover claims for general private 
hospital  services also indicate that private hospitals do not compete across regions of 
Greece and that private hospitals in Attica compete with each other.  One of 
Ethniki’s competitors submits: “ customers based in Athens and Thessaloniki seek 
treatment in Athens  and Thessaloniki respectively. [Our]  customers who live in other 
parts of Greece without good public hospitals in close proximity may source 
healthcare services in Athens or Thessaloniki ”.72  Another rival of Ethniki adds : 
“[p]olicyholders who reside in Athens or Thessaloniki will seek healthcare in Athens 
or Thessaloniki, respectively. Exceptionally, policy holders who reside in areas close 
to Athens... or in the islands will come to Athens for healthcare services .”73 
(45) Third , when considering acquisitions of private hospitals in Attica  in 2017 -2020 , 
CVC only took into account competition from other private hospitals in Attica.  For 
example, when consider ing the purchase of Hygeia in 2018, CVC noted: “ […]”.74  
In a different document prepared for the same inv estment opportunity, CVC 
identified […].75  In September 2020, CVC noted that “ […]”.76  
(46) Four th, the Notifying Party submits that [90-100]% of Ethniki ’s insured patients 
residing in the Attica region select a private hospital in the Attica region. [60-70]% 
of Ethniki ’s insured patients residing outside the Attica region also select a private 
hospital in the Attica region.  The Notifying Party considers that this supports the 
existence of a “ national (albeit Attica -centric) market for private general 
hospitals ”.77  However, the fact that many patients travel to Attica from other 
regions of Greece to seek treatment  does not mean that the relevant geographic 
market should be defined at national level.  Instead, this fact confirms that private 
hospitals in Attica ha ve “... the highest level of care in Greece, have the most 
capacity, the shortest distance for the largest population in Greece, and the largest 
doctor selection ”.78  For these reasons, private hospitals in Attica do not compete 
with private hospitals in ot her regions of the country.   
(47) Fifth, contrary to the Notifying Party’s claims, most of the private hospital 
respondents in the Commission’s market investigation  indicate that they are active 
only in one region (and typically, in Attica).79  But even considering the few 
competitors who operate hospitals in more than one regions, their activities do not 
support  a national geographic market definition  for general private hospital services.  
For example, HHG operates five hospitals in Attica an d one in Crete (Creta 
Interclinic).  In its internal strategy document for FY2021, HHG indicates that Creta 
Interclinic should focus on demand of tourists and local population in Crete80 and 
thus, it would not compete with hospitals in Attica.  Another exam ple of a private 
hospital service provider  which operates hospitals in and outside Attica  is Athens 
                                                 
72  Minutes of call with Ethniki’s competitor, 7 June 2021, paragraph 10.  
73  Minutes of call with Ethniki’s competitor, 11 June 2021, paragraph 14. See also t hird party’s Submission 
to the European Commission, 14 June 2021, p. 6.   
74  Form CO, Annex 4 3, [CVC’s INTERNAL DOCUMENTS] , 4 July 2018, p. 5.  
75  Form CO, Annex 41, [CVC’s INTERNAL DOCUMENTS] , 23 April 2018, p. 11. In the same vein, see 
Form CO, Annex 35, [CVC’s INTERNAL DOCUMENTS] , 8 February 2017, p. 18, [CVC’s INTERNAL 
DOCUMENTS] . 
76  Form CO, Annex 47, [CVC’s INTERNAL DOCUMENTS] , 30 September 2020, p. 3 (emphasis added).  
77  Form CO, paragraph 147(d).  
78  Questionnaire Q2 to private hospital services providers, Question 13.2.  
79  Questionnaire Q2 to private hospital services providers, Question  2.  
80  Form CO, Annex 79, [CVC’s INTERNAL DOCUMENTS] , 21 January 2021, p. 38.  
 
13 Medical Group  (“AMG ”).  AMG operates five hospitals in Attica and one in 
Thessaloniki (Interbalkan Medical Centre). During the Commission’s market 
investiga tion, AMG submitted: “ private hospitals outside Attica do not exert any 
competitive pressure on private hospitals in the Attica region ... the catchment area 
of Attica -based hospitals still does not span beyond the Attica region ...”.81  
(48) In light of the above, t he Commission concludes that the relevant market for general 
private hospital services is local in scope and for the purposes of this Decision, the 
Commission will focus on the market for general private hospital services in Attica.  
(B) Maternity Priv ate Hospital Services and Diagnostic Centre Services  
(49) The Commission cannot exclude that the geographic scope of the markets of 
maternity private hospital services and diagnostic centres services is narrower than 
national for the reasons listed in paragrap hs (42)ff regarding general private hospital 
services.  In any event, the Commission concludes that , for the purposes of this 
Decision, it can be left  open whether matern ity private hospital services and 
diagnostic centre services are national or local markets, because they are not affected 
by the proposed Transaction under any plausible geographic market delineation.82   
5. COMPE TITIVE ASSE SSME N T 
5.1. Analytical Framework  
(50) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing 
whether they would significantly impede effective competition in the internal market 
or in a substantial part of it, in particular as a result of the creation or strengthening 
of a dominant position.  
(51) According  to the guidance set out in the Non -Horizontal Merger Guidelines83, a 
merger between undertakings operating at different levels of the supply chain may 
significantly impede effective competition if such a merger gives rise to 
foreclosure.84 Foreclosure occurs where actual or potential competitors' access to 
supplies or markets is ha mpered or eliminated as a result of the merger, thereby 
reducing those companies' ability and/or incentive to compete.85 Such foreclosure 
may discourage entry or expansion of competitors or encourage their exit.86  
                                                 
81  Questionnaire Q2 to private hospital services providers, Question 13.2.  See in the same vein, Minutes of 
call with HHG’s competitor, 24 September 2021, paragraphs 5 -6.  
82  The Commission notes that HHG’s market shares in maternity private hospital services and in diagnostic 
centres services in Greece and in Attica are below 30% in 2020 (in terms of revenue and number of beds).  
Ethniki’s  share in the downstream market for he alth insurance services in Greece also remains below 30% 
across all plausible product market definitions (see Section 5.3 below). Therefore, the Trans action does 
not give rise to vertically affected markets involving HHG’s maternity private hospital services or 
diagnostic centre services.  
83  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrati ons between undertakings ("Non -Horizontal Merger Guidelines"), OJ C265, 18.10.2008 .  
84  Non-Horizontal Merger Guidelines, paragraphs 17 -18.  
85  Non-Horizontal Merger Guidelines, paragraph 18.  
86  Non-Horizontal Merger Guidelines, paragraph 29.  
 
14 (52) The Non -Horizontal Merger Guidelines identi fy two forms of foreclosure : input and 
customer foreclosure . Input foreclosure occurs where the merger is likely to raise the 
costs of downstream competitors by restricting their access to an important input. 
Customer foreclosure occurs where the merger is  likely to foreclose upstream 
competitors by restricting their access to a sufficient customer base.87 
(53) Pursuant to the Non -Horizontal Merger Guidelines, input foreclosure arises where, 
post-merger, the new entity would be likely to restrict access to the pr oducts or 
services that it would have otherwise supplied absent the merger, thereby raising its 
downstream rivals' costs by making it harder for them to obtain supplies of the input 
under similar prices and conditions as absent the merger.88  
(54) In assessing t he likelihood of an anticompetitive input foreclosure scenario, the 
Commission examines, first, whether the merged entity would have, post -merger, 
the ability to substantially foreclose access to inputs ; second , whether it would have 
the incentive to do so ; and third , whether a foreclosure strategy would have a 
significant detrimental effect on competition downstream.89 
(55) Pursuant to the Non -Horizontal Merger Guidelines, customer foreclosure may occur 
when a supplier integrates with an important customer in th e downstream market . As 
a result of th is downstream presence, the merged entity may foreclose access to a 
sufficient customer base to its actual or potential rivals in the upstream market (the 
input market) and reduce their ability or incentive to compete . In turn,  this may raise 
downstream rivals' costs by making it harder for them to obtain supplies of the input 
under similar prices and conditions as absent the merger. This may allow the merged 
entity to profitably establish higher prices on the downstrea m market.90 
(56) In assessing the likelihood of an anticompetitive customer foreclosure scenario, the 
Commission examines, first, whether the merged entity would have the ability to 
foreclose access to downstream markets by reducing its purchases from its upstre am 
rivals; second , whether it would have the incentive to reduce its purchases upstream; 
and third , whether a foreclosure strategy would have a significant detrimental effect 
on consumers in the downstream market.91  For customer foreclosure to be a 
concern, a vertical merger must involve a company which is an important customer 
with a significant degree of market power in the downstream market. If, on the 
contrary, there is a sufficiently large customer base, at pre sent or in the future, that is 
likely to turn to independent suppliers, the Commission is unlikely to raise 
competition concerns on that ground.92 
(57) The three conditions for assessing vertical effects  are cumulative so that the absence 
of any of them is suff icient to rule out the likelihood of anti -competitive customer or 
input foreclosure.93 
                                                 
87  Non-Horizontal Merger Guidelines, paragraph 30.  
88  Non-Horizontal Merger Guidelines, paragraph 31.  
89  Non-Horizontal Merger Guidelines, paragraph 32.  
90  Non-Horizontal Merger Guidelines, paragraph 58.  
91  Non-Horizontal Merger Guidelines, paragraph 59.  
92  Non-Horizontal Merger Guidelines, paragraph 61.  
93  See Case T – 370/17 KPN BV v European Commission , Judgment of the General Court of 23 May 2019, 
EU:T:2019:354, paragraph 119.  
 
15 (58) Finally, a merged entity may, by vertically integrating, gain access to commercially 
sensitive information regarding the upstream or downstream activities of rivals.  The  
Commission will examine whether based on this informa tion, the merged entity 
would  compete less aggressively in the upstre am or downstream market or put rivals 
at a competitive disadvantage, dissuading them from entering or expanding in the 
upstream or do wnstream market s.94  
5.2. Overview of affected markets  
(59) HHG is active in private hospital services  in Attica and Crete  and Ethniki is active in 
health insurance services  in Greece .95 There is a vertical relationship between these 
activities of the Parties as priva te hospital services are an important input for 
insurance companies who wish to offer health insurance services.96   
(60) The Transaction results in vertically affected markets97 in: 
a) general private hospital services in Attica98 (upstream); and,  
                                                 
94  Non-Horizontal Merger Guidelines, paragraph 78.  
95  HHG offers private hospital services and Ethniki offers health insurance services also in Cyprus but their 
share does not exceed 30% in the relevant upstream or downstream markets (Form CO, paragraphs 157ff).  
Therefore, the proposed Transaction does not g ive rise to vertically affected markets in relation to these 
activities of the Parties.   
96  In the same vein, see Hellenic Competition Commission, Sector Inquiry into Health Services, available at 
https://www.epant.gr/en/enimerosi/health html , last accessed on 21 February 2022  (Doc ID 1334).   The 
Commission’s market investigation confirmed that the relationship between private hospital services and 
health insurance services is vertical (see HHG’ s competitor, Preliminary note on the anti -competitive 
effects of the proposed acquisition of Ethniki Insurance by CVC Capital Partners’ Fund VII, 10 September 
2021, paragraph 12  and HHG’s competitor, Report on ToH, 27 September 2021, paragraph 1.20).  One  
third party which had pre -notification contacts with the Commission and participated in the market 
investigation acknowledged that the relationship between private hospital services and health insurance 
services is vertical but in the alternative, also co nsidered that the relationship between these markets could 
give rise to a conglomerate merger (third party’s Submission to the European Commission, 14 June 2021, 
pp. 12ff and Minutes of call with third party, 16 July 2021, paragraph 21).  This is not discu ssed further in 
this Decision, as the Commission considers the relationship between private hospital services and health 
insurance services to be vertical.    
97  The Notifying Party submits that CVC does not intend to integrate HHG and the Target, but will continue 
operating them on an arm’s length basis as two independent businesses under separate fund ownership. 
According to the Notifying Party, given that the businesses will be run independently by their respective 
management teams and Boards of Directors , and held in different funds, there is no mechanism by which 
the proposed Transaction may result in vertically affected markets or create foreclosure concerns (Form 
CO, paragraphs 60ff). However, it is in the Commission’s general practice to consider hori zontal overlaps 
and vertical relationships irrespective of the corporate structure of the entities post -Transaction. See, for 
example, Case M.7058 – EQT VI/Terveystalo Healthcare , decision of 3 December 2013; Case M.8274 – 
Cinven/Permira/Allegro/Ceneo , decision of 21 December 2016; Case M.8341 – Lone Star Fund/Xella 
International , decision of 29 March 2017. For this reason and for the purposes of this Decision, HHG and 
Ethniki are together referred as “the combined entity”.  
98  The Commission notes that  HHG also operates a hospital in Crete. According to the local geographic 
market definition concluded for the purposes of this Decision above, Crete would need to be assessed as a 
separate market. However, according to the Notifying Party’s best estimates,  HHG’s market share in 
general private hospital services in Crete does not exceed 30% in 2020 (based on revenues or number of 
beds).  In addition, the Notifying Party confirms that HHG’s hospital in Crete (i) does not offer private 
maternity services and ( ii) has a market share that is lower than 30% in the private diagnostic centre 
services (Response of the Notifying Party to Request for Information I -7, submission dated 4 February 
2022, Question 1).  Ethniki’s share in the downstream market for health ins urance services in Greece also 
remains below 30% across all plausible product market definitions (see Section 5.3 below). Therefore, the 
 


 
18 (64) On the basis of the submissions from respondents to the market investigation, the 
Commission identified three key sets of potential input foreclosure practices:   
a) total foreclosure, whereby HHG would offer general private hospital services in 
Attica only to policyholders  of Ethniki and not to policyholders of any other 
health insurer in Greece;  
b) price-based p artial foreclosure , whereby HHG would increase the prices that it 
offers to Ethniki’s rivals for general private hospital services in Attica;  
c) non-price -based partial foreclosure, whereby (i) HHG would make it harder for 
policyholders of Ethniki’s rivals to receive reimbursement for the fees of general 
private hospital services in HHG hospitals in Attica or (ii) HHG would withdraw 
the benefits it o ffers from policyholders who are not insured with Ethniki and 
maintain them only for policyholders of Ethniki.  
5.4.1.  The Notifying Party’s  view  
(65) The Notifying Party submits that the Transaction would not give rise to input 
foreclosure concerns related to health insurance services in Greece.  This is because 
HHG and Ethniki would not have the incentive to engage in input foreclosure by 
limiting access to HHG’s general private hospital services for Ethniki’s rivals.  
According to the Notifying Party, HHG would not risk engaging in an input 
foreclosure strategy because: (i) [70-80]% of HHG’s revenues from private insurers 
come from Ethniki’s rivals; (ii) the profit margins downstream in health insurance 
services are much lower than the profit margins upstream in priv ate hospital 
services; (iii) customers of Ethniki’s rivals would switch away from HHG to one of 
the many hospitals that exist in the very close vicinity of an HHG hospital; (iv) 
doctors at HHG hospitals would also switch away from HHG following their 
patients.107  
5.4.2.  The Commission’s assessment  
5.4.2.1.  Ability to Foreclose  
(66) As regards the combined entity’s ability to engage in customer foreclosure to the 
detriment of  private health insurers in Greece , the Commission notes the following.  
(67) First , the Commission’s investig ation suggests that private hospital services is an 
important input for health insurance services in the downstream market.  T he 
Commissions’ market investigation confirms that the reimbursement of private 
hospital services represents a significant cost fa ctor relative to the price of the 
downstream product s.108 The vast majority of health insurer respondents estimates 
that this represents more than 50% of the total cost base for their health insurance 
products.109  Moreover, all health insurer respondents indicate that cooperation 
agreements with hospitals are very important as regards the offering of health 
                                                 
107  Form CO, p. iv.  
108  Non-Horizontal Merger Guidelines, paragraph 34.  
109  Questionnaire Q1 to competitors in health insurance services, Question 23.  
 
19 insurance products.110 HHG hospitals today have a cooperation agreement with  all 
the main  health insurers in Greece.111 
(68) Seco nd, as reflected in Table 3 above, HHG holds a market share of [40-50]% in 
general private hospital services in Attica in terms of revenues and [30-40]% in 
terms of number of beds. The second largest competitor in general private hospital 
services in Attica is AMG, with a market share of [10-20]% in terms of revenues and 
[10-20]% in terms of number of beds.   In the Commission’s market investigation, 
private hospital respondents score the majority of HHG hospitals among the most 
competitive private hospitals in Athens.112  
(69) However, the Commission’s market investigation did not provide any evidence that 
by reducing access to its own upstream services, HHG c ould negatively affect the 
overall availability of inputs for the downstream mark et in terms of price or 
quality:113   
a) The majority of private hospital respondents  to the Commission’s market 
investigation  rates AMG’s hospitals among the most competitive private 
hospitals in Athens, alongside HHG’s hospitals ;114 and  
b) There are several private hospitals in the Attica region that provide a comparable  
range of treatments and services as HHG’s hospitals,115 which i s also evident by 
the fact that health insurer respondents to the Commission’s market investigation 
do not only have cooperation agreements with HHG’s hospitals but also with 
most of the major hospitals in Attica.116  
(70) Apart from HHG’s strong position in the market of general private hospital services 
in Attica , which however comes alongside AMG’s strong position as well, the 
Commission’s market investigation  did not provide any further elements supporting 
that HHG hospitals offer treatments or services that o ther competitors do not.  
(71) Third , the Commission also considers effective and timely counter -strategies that 
Ethniki’s rivals could deploy if the combined entity engaged in customer 
foreclosure .117 The results of the Commission’s market investigation with regard to 
health insurer counter -strategies are mixed.  
(72) On the one hand,  private health insurance respondents confirm that they “ could do 
certain actions to react and potentially these actions could  be a deterrent counter -
strategy ”, such as the “ design of new products in cooperation with other hospitals ”, 
“steering away from HHG , exiting the cooperation with HHG, seeking improved 
                                                 
110  Questionnaire Q1 to competitors in health insurance services, Question 25.  
111  Questionnaire Q1 to competitors in health insurance serv ices, Questions 3 and 24.  
112  Questionnaire Q2 to private hospital services providers, Question 15.  See in the same vein, Response of 
HHG’s competitor to Request for Information, submission dated 22 September 2021, Question 20; 
Minutes of call with Ethniki’s competitor, 9 June 2021, paragraph 19; Minutes of call with Ethniki’s 
competitor, 11 June 2021, paragraph 17 (a).  
113  Non-Horizontal Merger Guidelines, paragraph 36.  
114  Questionnaire Q2 to private hospital services providers, Question 15.  
115  Form CO, Annex 7, Comparative Table of Hospital Services.  See in the same vein, Hellenic Competition 
Commission , 667/2018, HHG/Hygeia , recitals 68 -69. 
116  Questionnaire Q1 to competitors in health insurance services, Question 24.1.  
117  Non-Horizontal Merger Guid elines, paragraph 39.  
 
20 rates with other hospitals ”.118 However, virtually all  health insurer res pondents are 
not certain whether these  strategies  would be effective , given the strong market 
position of HHG.119  
(73) On the other hand , the majority of health insurer respondents  also indicate that 
designing (i) health insurance products whereby the insured cu stomer has to pay 
different co -payments or deductibles based on the private hospital they choose , or 
(ii) customised health insurance products where the prospective insured customer 
has access to a basic network of hospitals with the standard premium but c an also 
have access to a wider network of hospitals with a higher premium can work as  a 
counter -strategy in case HHG  increased the prices of private hospital services .120 
Such health insurance products exist already  in Greece121 and Ethniki’s competitors 
currently represent […] of HHG’s revenues from private health insurers .122  
(74) In light of the above , the Commission considers that  post-Transaction,  it is unclear 
whether the combined entity would be able to engage in customer foreclosure  to the 
detriment of private health insurers in Greece.   
5.4.2.2.  Incentive to Foreclose   
(75) The Commission considers that the combined entity would not have the incentive 
post-Transaction to foreclose private health insurers in Greece.  
(76) First , the evidence in the C ommission’s file indicates that Ethniki’s margins in the 
downstream market of  health insurance services  are significantly lower than  HHG’s 
margins in the upstream market of general private hospital services. In more detail:   
a) HHG had […] profit margins in the upstream  market of general private hospital 
services, namely  […]% on average for the years 2018 -2020;123  
b) On the contrary, Ethniki shows lower profitability in the downstream  market of 
health insurance services. E thniki’s health  insura nce products that are currently 
open to new member s124 have a margin of […]% on average for the years 2018 -
2020. The Commission notes t hat the lower profitability of health  insurance 
policies is also confirmed by other measures of margins.125   
                                                 
118  Questionnaire Q1 to competitors in health insurance services, Question 40.2.  
119  Questionnaire Q1 to competitors in health insurance services, Question 40.2.  
120  Questionnaire Q1 to competitors in health insurance services, Questions  26.2 and 27.2.  
121  See, for example, Interamerican’s BEWELL health insurance product, available at 
https://www.interamerican.gr/eksyphrethsh/ygeia/nosokomeia , last accessed on 21 Fe bruary 2022 (Doc ID 
1326) and Minutes of call with Ethniki’s competitor, 11 June 2021, paragraph 5.  
122  Questionnaire Q1 to competitors in health insurance services, Question 40.2.  See also recital (100)  below.  
123  Form CO, Annex 1090, RFI 4 – 11 October 2021 – Second Submission,  Question 3, Table 2.  
124  Form CO, Annex 1091, RFI 5 – 29 October 2021 – First Submission,  Question 25; Form CO, Anne x 
1090, RFI 4 – 11 October 2021 – Second Submission , Question 3, Table 1; Form CO, Annex 1027, Input 
for Q25.  
125  The downstream margin of […]% is the variable profit margin for Ethniki’s health insurance products 
open to new members in Greece. When restric ting to the Attica region, the variable profit margin of 
Ethniki for health insurance products open to new members would be even lower at […]% (Form CO, 
Annex 273, Ethniki Health Insurance Profit Margins (2020)). In addition, the variable profit margins fo r 
Ethniki’s health insurance policies (i.e., including all contracts currently in place) are also lower in the 
P&L accounts: […]% in 2020 ([…]% for individual health policies and […]% for group life & health 
 
 
21 (77) Therefore, for each EUR of revenue  that is  lost by HHG in the upstream market of 
general private hospital services, Ethniki would need to gain […] EUR of revenue  in 
the downstream market of health insurance services in order to recoup the lost 
upstream margin. In other w ords, as  margins downstre am are significantly lower 
than margin s upstream, an input foreclosure strategy would only be profitable if the 
switching of customers from rival insurers to Ethniki for health  insura nce services  
were  significantly  higher than the switching of patients away from HHG hospitals to 
other  rival hospitals. Based on the switching patterns observed  in the downstream 
market of health insurance services, as further explained in the following recital , it is 
unlikely that the combined entity would gain sufficien t customers downstream to 
compensate for  the loss profit upstream.  
(78) In particular, the Commission notes that policyholders do not often  switch among 
health insurers. The low degree of switching observed in the downstream  market of 
health insurance services in Greece suggests that policyholders have a strong 
preference in remaining with their current health insurer, making it unlikely for the 
combined entity post -Transaction to capture a large number of health insurance 
customers following an input foreclosure strategy .  The Commission’s investigation 
showed the following:  
a) According to Ethniki’s estimates,  switching rates  in the downstream market of 
health insurance services in Greece  are […]% per year ;126  
b) Internal documents  of CVC confirm that “ […]”.127  
c) The Commission ’s market investigation  also confirms that insured customers do 
not often switch private health insurers  in Greece.128 The majority of health 
insurer respondents indicates that switching rate is below 10% in the health 
insurance market.129 As one health insurer respondent puts it, “[i] n case a 
customer switches to another insurer, there is no transferability of rights in the 
health segment; therefore consumers are more reluctant to waive acquired rights 
in or der to obtain a new policy ”.130 This is also confirmed by the Commission’s 
pre-notification contacts, where one insurer explained that “ it is difficult to 
switch for individual health insurance services as every time the customer 
decides to switch to a new c ompany and a new plan, a new underwriting process 
has to be activated taking into consideration the current health status of the 
                                                                                                                                                      
policies), […]% in 2019 ([…]% for individual hea lth policies and […]% for group life & health policies), 
[…]% in 2018 ([…]% for individual health policies and […]% for group life & health policies) (Response 
of the Notifying Party to Request for Information I -2, submission dated 31 January 2022, Questio n 1; 
Form CO, Annex 1005, Ethniki – Q1). Finally, Ethniki’s variable profit margin for all products that 
include a health insurance policy is […]% on average for the period 2018 -2020 (Response of the 
Notifying Party to Request for Information I -1, submissi on dated 28 January 2022, Question 4 and Table 
5). The low profitability of health insurance products overall is also confirmed by Ethniki’s rivals 
(Minutes of call with Ethniki’s competitor, 11 June 2021, paragraph 11).  
126  Form CO, paragraph 197 and Table  4. 
127  Form CO, Annex 64, [CVC’s INTERNAL DOCUMENTS] , 29 January 2020, p. 6.  
128  Questionnaire Q1 to competitors in health insurance services, Question 17.  
129  Questionnaire Q1 to competitors in health insurance services, Questions 17.2 and 17.3.  
130  Question naire Q1 to competitors in health insurance services, Question 17.1.  
 
22 customers, which means that possibly a number of pre -existing conditions will 
not be covered from the new plan ”.131 
(79) In light of t he above , the Commission  considers that even a small proportion of 
customers switching away from HHG hospitals would be sufficient to make a 
foreclosure strategy unprofitable for the combined  entity  post-Transaction.   
(80) Second , the Commission considers  that the combined entity would lack the 
incentives to engage in an input foreclosure strategy post -Transaction because, 
contrary to the downstream market for health insurance services, switching rates in 
the upstream market for general private hospitals are lik ely to be high. As regards 
the usage patterns of patients in hospitals , the Commission notes that patients “multi -
home” across several hospitals (i.e., use several hospitals over time), which indicate s 
that patients do not have a strong preference for a pa rticular hospital, including  for 
HHG hospitals.  In particular,  Ethniki ’s provided data indicates  that multi -homing of 
patients across hospitals is relatively common:   
a) Over th e period 2012 -2021, [60-70]% of  patients with two hospitalisation claims 
or more have used more than one hospital  for their treatment ;132  
b) At the level of hospital groups ( for example , a patient using several hospitals of 
the HHG group but no hospital of any other group  is not considered as multi -
homing), over the 10 -year period 2012 -2021, [50-60]% of patients with two or 
more admissions have visited more than one hospital group;133  
c) In the analysis of patients having attended  at least one HHG hospital over the 
period 2012 -2021, [50-60]% of patients with two or more admissions have also 
used at least  one rival hospital.134 
(81) Third , doctors  themselves  do not have exclusivity agreement s with hospitals . As a 
rival of HHG  explained, “ doctors in Greece multi -home across hospitals ”.135 This is 
also confirmed from the Commission’s market investigation, where private hospital 
respondents indicate that doctors that are employed and are actively practicing at 
their hospital are also practicing at other private hospitals.136 
(82) Moreover , doctors  direct their pat ients toward s any of the hospital s they cooperate 
with.137 This is confirmed from the Commission’s market investigation by both 
health insurer respondents and private hospital respondents. In particular, the vast 
majority of health insurer r espondents indicate that they do not influence the 
patient’s choice of private hospital because freedom of choice is key in the market of 
                                                 
131  Minutes of call with Ethniki’s competitor, 31 August 2021, paragraph 11.  
132  Response of the Notifying Party to Request for Information I -2, submission dated 31 January 2022, 
Question 2, and Annex 1.  
133  Response of the Notifying Party to Request for Information I -6, submission dated 3 February 2022, 
Question 1 and updated Annex 1.   
134  Response of the Notifying Party to Request for Information I -6, submission dated 3 February 2022, 
Question 1 and updated Annex 1.  
135  HHG’s competitor, Report on ToH, 27 September 2021, paragraph 3 .40. 
136  Questionnaire Q2 to private hospital services providers, Question 19.  See in more detail, recital (175)  
below.  
137  See in more detail, recitals (115) ff. below.  
 
23 health insurance services in Greece and because patient’s choice is doctor -driven.138 
As one health insurer respondent e xplains, “[k] nowing the Greek clients are driven 
mainly by their doctors, we consider open networks and freedom of choice as a key 
criterion for customer choice ”.139 Private hospital respondents also confirm that the 
advice received by the patient’s doctor i s by far the most important criterion when 
choosing a private hospital.140  
(83) It is thus relatively  easy for HHG to risk losing both patients and doctors  in the 
upstream market for general private hospital services in case it engaged in 
commercial practices th at are less favourable for Ethniki’s rival insurers and their 
customers. In fact,  with an input  foreclosure strategy, HHG would risk putting in 
danger the relation  it has today with Ethniki’s competitors,  who represent 
approximately [70-80]% of HHG’s revenues from private insurers in 2020.141  
5.4.2.3.  Effect on Competition  
(84) In general, a merger will raise competition concerns because of input foreclosure 
when it would lead to increased prices in the downstream market thereby 
significantly impeding effective comp etition. Anticompetitive foreclosure may occur 
when a vertical merger allows the merging parties to increase the costs of 
downstream rivals in the market thereby leading to an upward pressure on their sales 
prices.142  
(85) During the Commission’s market investig ation, health insurers were asked whether 
they consider that HHG hospitals would engage in foreclosure strategies, such as 
increasing their services’ prices for rival insurers, making the compensation claims 
process more burdensome for insured customers of  rival insurers or limiting certain 
benefits only to Ethniki’s customers . The results of the Commission’s market 
investigation are not conclusive143 as the majority of health insurer respondents are 
not in a position to know, assume or predict such conduct.144 
(86) However, several health insurer respondents indicate that the proposed Transaction 
would not lead to increased prices in the downstream market as the combined entity 
is more likely to decrease prices in its relation to Ethniki than to increase prices in i ts 
relation to rival insurers. As one health insurer respondent explains, “[i] t is more 
                                                 
138  Questionnaire Q1 to competitors in health insurance services, Questions 30 and 30.3.  
139  Questionnaire Q1 to competitors in health insurance services, Question 30.3.  
140  Questionnair e Q2 to private hospital services providers, Question 16.  
141  Form CO, Annex 998, [CVC’s ECONOMIC PAPER PREPARED IN THE CONTEXT OF THE 
TRANSACTION], paragraphs 8, 20 and 81.  
142  Non-Horizontal Merger Guidelines, paragraphs 47 and 48.  
143  Questionnaire Q1 to  competitors in health insurance services, Question 38.  
144  A small majority of health insurer respondents replied positively only in the scenario of HHG limiting 
certain benefits to Ethniki’s insured customers. However, the merger specificity of such condu ct is not 
clear, in light of the fact that such strategies are already existent in the market pre -Transaction both 
between HHG and Ethniki  (as reported in Metropolitan Hospital’s official website on 21 February 2022 
(Doc ID 1320))  but also among other priv ate hospitals and health insurers. In particular, as one health 
insurer respondent explains, “[t] his happens already in the Greek market. Several companies have certain 
benefits based on distinct agreements with hospitals ”. Another health insurer responden t indicates that 
post-Transaction, HHG would “ increase benefits for Ethniki insurance customers, keeping however the 
benefits of other insurers stable ” (Questionnaire Q1 to competitors in health insurance services, Question 
38.3.1).  
 
24 possible HHG to reduce prices for Ethniki instead of increase them for rivals ”.145 
Another one adds : “[t]he concern is not primarily the increase of billing other 
insurer s higher, but rather decreasing the cost for Ethniki while maintaining the 
same prices for the rest ”.146 A third one indicates that “[i] t is more probable that 
HHG is going to reduce prices or provide additional benefits to Ethniki ”.147  
(87) In terms of impact, health insurer respondents indicate that if post -Transaction, the 
combined entity discriminate s against them, this would affect their ability to 
effectively compete in the market.148 In addition, health insurer respondents 
characterise s the overall impact of  the proposed Transaction on their companies as 
negative.149  
(88) However, the  Commission’s market investigation d oes not show that the proposed 
Transaction would have a  negative impact on effective  competition  on the 
downstream market overall . The majority of h ealth insurer respondents  submit  that 
the impact of the proposed Transaction on prices of health insurance services in 
Greece and on consumer choice for health insurance services in Greece will be 
neutral.150 
(89) In its assessment of the overall likely impact on  effective competition, the 
Commission also assess es whether there remain sufficient credible downstream 
competitors whose costs are not likely to be raised, for example because they are 
capable of switching to adequate alternative inputs. In the affirmati ve, competition 
from those firms may constitute a sufficient constraint on the combined entity and 
therefore prevent output prices from rising above pre -merger levels.151 
(90) As noted above, there are several general private hospitals in the Attica region that 
provide a comparable range of treatments and services as HHG’s hospitals, 
including AMG’s hospitals, which the majority of private hospital respondents to the 
Commission’s market investigation rates among the most competitive ones.152  
(91) Finally , the Commission  notes that the market for private health insurance services 
in Greece is competitive, characterised by the presence of several strong competitors 
and low barriers to entry. In more detail:  
a) Ethniki’s market share in the downstream market for health insuran ce services in 
Greece is [20-30]% in terms of GWP and [20-30]% in terms of insured 
customers. Ethniki is competing against NN/Metlife with an aggregate market 
share  of [20-30]% in terms of GWP, Generali/AXA with [10-20]%, 
Interamerican with [10-20]%, Eurolife with [5-10]%, and European Reliance 
with [5-10]%.153   
                                                 
145  Questionnaire Q1 to  competitors in health insurance services, Question 38.1.1.  
146  Questionnaire Q1 to competitors in health insurance services, Question 38.1.1.  
147  Questionnaire Q1 to competitors in health insurance services, Question 39.1.  
148  Questionnaire Q1 to competitors  in health insurance services, Question 40.  
149  Questionnaire Q1 to competitors in health insurance services, Question 41.  
150  Questionnaire Q1 to competitors in health insurance services, Questions 42.1 and 42.2.  
151  Non-Horizontal Merger Guidelines, paragra ph 50.  
152  Questionnaire Q2 to private hospital services providers, Question 15.  
153  See Table 1 above. Ethniki’s market shares in individual health and group health insurance services do not 
differ substantially (see Table 2 above).   
 
25 b) According to the Hellenic Association of Insurance Companies, the market for 
health insurance services is characterised by a large number of competitors of 
both small and medium size, with lo w concentration levels.154  More than 20 
players offer health insurance  services  in Greece, according to a third -party 
report .155 
c) In t he Commission’s market investigation , the majority of health insurer 
respondents  submit that barriers to entry in the market o f health insurance 
services in Greece are low.156 According to one health insurer resp ondent, “[t] he 
competition continuously grows ”.157 Another rival of Ethniki  explains that “[a] n 
extended range of companies is already available taking into account Greece’s 
market size ”.158 One insurance company  entered the health insurance market 
recently, namely , Ydrogios in  June 2021 .159  
(92) In light of the above , the Commission considers that the overall impact on effective 
competition in the  private health insurance market  in Greece  is not likely to be 
negative post -Transaction .  
5.4.3.  Conclusion  
(93) In light of the above, the Commission concludes that the Transaction does not give 
rise to serious doubts regarding its compatibility with the internal market as a result 
of total or par tial input foreclosure , in particular due to the lack of incentive of the 
combined entity to foreclose health insurance services in Greece160 and because such 
foreclosure strategy would not have a significant detrimental effect on effective 
competition, post -Transaction . 
5.5. Total or partial customer foreclosure relating to general private hospital 
services in Attica  
(94) In this Section, the Commission assesses whether the proposed Transaction would 
result in foreclosure of HHG’s rivals in the upstream market for gen eral private 
hospital services in Attica, if Ethniki limited access to its policyholder customer base 
downstream.  
(95) On the basis of the submissions from respondents to the market investigation, the 
Commission identified three key sets of potential customer foreclosure practices:   
                                                 
154  Hellenic Competition Commission, Sector Inquiry into Health Services, Public Consultation of 26 
October 2021, Margarita Antonaki, General Manager of Hellenic Association of Insurance Companies.   
155  Stochasis Report, Private Insurance, December 2020, p. 28 (Doc ID 82).  
156  Questionnaire Q1 to competitors in health insurance services, Question 22.  
157  Questionnaire Q1 to competitors in health insurance services, Question 17.1.  
158  Questionnaire Q1 to competi tors in health insurance services, Question 16.1.  
159  Response of the Notifying Party to Request for Information I -9, submission dated 16 February 2022,  
Question 3.  
160  The Commission’s assessment and conclusion in this Section also applies to input foreclo sure strategies of 
the combined entity in the alternative plausible relevant markets for individual health insurance services 
and group health insurance services in Greece.  The Commission’s market investigation did not reveal any 
substantiated concerns regarding input foreclosure in these plausible relevant markets ( Questionnaire Q1 
to competitors in health insurance services, Question 43 ).  
 
26 a) total foreclosure, whereby Ethniki would only offer “closed network” health 
insurance products covering  policyholders for general private hospital services 
received by HHG;  
b) partial foreclosure based on health insurance policy term s, whereby Ethniki 
would (i) impose higher co -payment or deductible amounts to Ethniki 
policyholders when they go to a hospital of HHG’s rivals or (ii) require pre -
approval for medical operations when a policyholder decides to go to a hospital 
of HHG’s riv als; and  
c) partial foreclosure not based on health insurance policy terms, whereby Ethniki 
would steer its policyho lders towards HHG’s hospitals in Attica (i) through its 
call center or through its exclusive insurance agents and/or (ii) by advertising 
more prominently the benefits offered by HHG compared to similar benefits 
offered by HHG’s rivals and/or (iii) by offering direct reimbursement for robotic 
operations only to HHG hospitals and not to rival hospitals.  
5.5.1.  The Notifying Party’s view  
(96) The Notifying Pa rty submits that the Transaction would not give rise to customer 
foreclosure concerns related to general private hospital services in Attica.  This is 
because the HHG and Ethniki would not have the ability or the incentive to engage 
in customer foreclosure  by steering Ethniki policyho lders to HHG hospitals:  
a) Ethniki would not have the ability  to foreclose HHG’s rivals because it does not 
have market power in the downstream market for health insurance services in 
Greece.  Moreover, most of Ethniki’s policyholders have long -term contracts 
whose terms cannot be changed unilaterally by the Target.   In any event, 
patients’ choice of hospital is generally determined by their doctor or by 
previous experiences – not by their insurer.  
b) Regulatory sanctions and penalties would significantly reduce Ethniki’s 
incentive  to foreclose HHG’s rivals.  If Ethnik i steered its policyho lders in such a 
way as to act against their best interests, it could be subject to sanctions/penalties 
by the Bank of Greece.  Ethniki would also suffer significant reputational 
damage which further reduces any incentive to engage in customer foreclosure 
behaviour against HHG’s rivals.161       
5.5.2.  The Commission’s Assessment  
5.5.2.1.  Ability to Foreclose  
(A) Lack of  ability concerning all customer foreclosure theories of harm  
(97) The Commission considers that post -Transaction HHG and Ethniki would not have 
the ability to foreclose general private hospital services providers in Attica.   
(98) For customer foreclosure to be a concern, the concentration must involve  a company 
which is an i mportant customer with a significant degree of market power in the 
downstream market.  This does not appear to be the case for Ethniki.  Ethniki and its 
                                                 
161  Form CO, p. iii.  

 
28 (101)  Second , health insurers do not constitute the only source of revenues for general 
private hospital services providers in Attica or in Greece.  There are two other 
sources of revenue which represent the majority of turnover for private  hospitals in 
Greece: out of pocket payments by individuals and the National Health 
Organization. According to the Notifying Party, health insurance payments 
represented less than [40-50]% of the turnover of HHG’s hospitals in Attica in 2018, 
2019 , and 202 0.168 The Commission’s  market investigation shows that for HHG’s 
competitors, health insu rers never represent more than [10-20]% of total revenues in 
2018, 2019, or 2020.169  The Commission notes that several private hospital 
respondents highlight the importance of health insurance companies as a revenue 
source.170  However, the majority of private hospital respondents indicates that all 
three sources of revenue are important a nd that out of pocket payments from 
individuals is the most profitable.171 
(102)  Third , when assessing the ability of a combined entity to engage in customer 
foreclosure, the Commission also considers whether there are effective and timely 
counter -strategies, sustainable over time, that the rival firms would be likely to 
deploy.172  The Commission considers that such counter -strategies exist. For 
example, in  November 2021,  HHG’s largest competitor, AMG, concluded a 
memorandum of strategic cooperation with Vioiatr iki, a provider of diagnostic 
services.  One of the stated purposes of this cooperation is to create “ common 
synergies vis -a-vis insurance companies for the creation of new health insurance 
policies that would create a wider network and more attractive pro ducts for the 
customer ”.173  In December 2021, another competitor of HHG, IASO, concluded a 
cooperation agreement with Brokers Union, an insurance broker in Greece.  Based 
on this agreement, all customers who purchase health insurance policies from 
Brokers U nion (regardless of the insurer) can benefit from advantages when they 
visit IASO’s private hospitals.174    
(103)  One competitor of HHG claims that the combined entity would have the ability to 
engage in customer foreclosure strategies to the detriment of private  hospital service 
providers, because health insurers (including Ethniki) are bound to become much 
more important customers of private hospitals in Attica in the future.  This 
competitor notes: “[t] he (private) health  insurance market is a growing market in  
Greece... more and more Greek citizens  opt for private health insurance and more 
and more companies offer group insurance to their employees... ”175 and “ private 
                                                 
168  Form CO, Table 24. A n internal document prepared by CVC in 2020 before the purchase of  Ethniki 
estimates that Ethniki “[…]” (Form CO, Annex 63, [CVC’s INTERNAL DOCUMENTS], 7 January 
2020, p. 4).  
169  Questionnaire Q2 to private hospital services providers, Question 5.  
170  Questionnaire Q2 to private hospital services providers, Question 26; Response  of HHG ’s competitor  to 
Request for Information  2, submission dated 9 November 2021, paragraph 5.3.  
171  Questionnaire Q2 to private hospital services providers, Question 26.   
172  Non-Horizontal Merger Guidelines, paragraph 39.  
173  See https://www.iatriko.gr/el/article/stratigiki -synergasia -metaxy -ton-omilon -vioiatrikis -kai-iatrikoy -
athinon?cl=609 , last accessed on 21 Febru ary 2022 (Doc ID 1319).  
174  See https://www.brokersunion.gr/%ce%b4%ce%b5%ce%bb%cf%84%ce%b9%ce%bf -
%cf%84%cf%85%cf%80%ce%bf%cf%85 -17-12-2021/ , last accessed on 21 February 2022 (Doc ID 
1325).  
175  HHG’s competitor, Preliminary note on the anti -competitive effects of the proposed acquisition  of Ethniki 
Insurance by CVC Capital Partners’ Fund VII, 10 September 2021, paragraph 41 and Minutes of call with 
HHG’s competitor, 24 September 2021, paragraphs 13 -14.  
 
29 hospitals will increasingly rely on health insurances ”.176 The Commission’s 
investigation confirms  that the size of the market for health insurance services in 
Greece has been growing in recent years and is expected to continue in the same 
trajectory.177  However, there is no indication that Ethniki would be the player 
exclusively or predominantly benefi ting from the growth in the market for health 
insurance services in Greece.  Rather, the Commission notes the following:  
a) In an internal document prepared in 2020, before the purchase of Ethniki, CVC 
confirmed […].178 CVC also assumed that […].179 In this cont ext, CVC 
estimated that in 2024 […]180 [A LEVEL WHICH IS NOT INDICATIVE OF 
SIGNIFICANT DEGREE OF MARKET POWER] . Similarly, Ethniki itself 
projected in  its 2020 -2023 Business Plan that […];181 
b) Post-Transaction, Ethniki will continue to face competitive constrai nts from 
more than 20 players in the market for health insurance services in Greece,182 
including by several key competitors (e.g., NN, Generali, Interamerican, 
Eurolife, and Evropaiki Pisti which all held shares above 5% in 2020).  In the 
Commission’s marke t investigation, health insurer respondents confirm that a 
customer who wishes to purchase a health insurance policy in Greece for the first 
time would consider not only Ethniki but also NN, Generali, Interamerican, and 
Eurolife.183  
c) The Commission’s  market investigation suggests that insurers providing other 
types of insurance in Greece are generally capable of entering and competing in 
the market for health insurance services.184  Such players (and not just Ethniki) 
would also benefit from the increas e in size of the relevant market in the coming 
years.    
(104)  One competitor of HHG also submits that post -Transaction, Ethniki’s power in 
health insurance services in Greece will increase significantly because it is bound to 
distribute more health insurance po licies through NBG’s branches 
(“bancassurance”).185  However, the Commission’s investigation shows that 
Ethniki’s future bancassurance agreement with NBG is unlikely to afford Ethniki 
market power downstream for the following reasons:   
                                                 
176  Response of HHG’s competitor to Request for Information, submission dated 25 August  2021, paragraph 
13.3. 
177  Questionnaire Q1 to competitors in health insurance services, Question 15.  
178  Form CO, Annex 64, [CVC’s INTERNAL DOCUMENTS] , 29 January 2020, p. 9.   
179  Form CO, Annex 6, CVC’s 5.4 Documents – [CVC’s INTERNAL DOCUMENTS] , 7 Decemb er 2020, p. 
6; Form CO, Annex 64, [CVC’s INTERNAL DOCUMENTS] , 29 January 2020, p. 7.  
180  Form CO, Annex 64, [CVC’s INTERNAL DOCUMENTS] , 29 January 2020, p. 9. The Notifying Party 
submits that this projection was [EXPLANATIONS ON CVC’S INTERNAL DOCUMENTS]  (Response 
of the Notifying Party to Request for Information I -9, submission dated 16 February 2022, Question 4).  
181  Form CO, Annex 89, Ethniki Business Plan, 2020 -2023, p. 14.  
182  Stochasis Report, Private Insurance, December 2020, p. 28 (Doc ID 82).  
183  Questionnaire Q1 to competitors in health insurance services, Question 14.1.  
184  Questionnaire Q1 to competitors in health insurance services, Question 16.  
185  This will be thanks to an exclusive bancassurance agreement between Ethniki and NBG, which will enter 
into force after the completion of the Transaction ( HHG’s competitor, Preliminary note on the anti -
competitive effects of the proposed acquisition of Ethniki Insurance by CVC Capital Partners’ Fund VII, 
10 September 2021, paragraph 40, sixth bullet -point).  
 
30 a) In Greece, new health  insurance policies are rarely sold through banks.  An 
internal CVC document prepared in 2020 prior to the purchase of Ethniki 
estimates that [CVC’s INTERNAL DOCUMENTS] .186  In 2018 -2020, new 
health insurance policies sold through the bancassurance channel a ccounted for 
[0-5]% of Ethniki’s total health insurance revenues. By contrast, tied agents 
accounted for [60-70]% of Ethniki’s total health insurance revenues over the 
same period.187  In the market investigation, none of the health insurer 
respondents submi ts that the bancassurance channel is key for the distribution of 
their health insurance products.  Rather, the majority of respondents identify tied 
agents and brokers as the most important distribution channels.188 In particular 
for group health insurance, health insurer respondents also  submitted that they  
distribute their products through independent insurance intermediaries who have 
access to the procurement departments of large employer customers.189   
b) In its internal documents, Ethniki does not seem to ex pect that distribution 
through the bancassurance channel [ETHNIKI’S INTERNAL 
DOCUMENTS] .190  Moreover, in the minutes of a discussion at the Board of 
Directors of Ethniki in 2020, it is recognized that “[ETHNIKI’S INTERNAL 
DOCUMENTS] ”.191 
c) Post-Transaction, Eth niki will not be the only health insurer that will be able to 
distribute policies through the bancassurance channel. Ethniki’s top four 
competitors also have concluded bancassurance agreements with banks in 
Greece, which allow them to distribute health ins urance and other policies 
through bank branches.  This is illustrated in Table 5 below.  
                                                 
186  Form CO, Annex 65, [CVC’s INTERNAL DOCUMENTS] , 4 March 2020, p. 6.  
187  Form CO, Annex 1030, Health Insurance New Business by Channel.  
188  Questionnaire Q1 to competitors in health insurance services, Questions 19.1 and 19.2.  
189  Questionnaire Q1 to competitors in health insurance services, Question 19.3.  
190  Form CO, Annex 89, Ethniki Βusiness Plan, 2020 -2023, p. 15.  The Notifying Party submits that NBG 
today does not sell group health insurance policies via the bancassurance channel (Form CO, f ootnote 
114).  
191  Form CO, Annex 113, Ethniki Board of Director Minutes, Meeting 2266, 3 February 2020, p. 11.  

 
32 Transaction.195  One of Ethniki’s competitors note s: “[we are] not concerned that the 
combined entity would, post -Transaction, introduce capitation “closed network” 
products offering coverage only in HHG hospitals... HHG hospitals are currently 
very attractive among patients in Athens and they are rarely involved in “clo sed 
network” capitation products... ”.196  
(C) Additional elements on the l ack of  ability related specifically to partial 
foreclosure based on health insurance policy terms  
(109)  The Commission’s investigation shows that there are additional reasons why Ethniki 
would not have the ability to engage in partial customer foreclosure based on the 
terms of health insurance policies at least for some of its customers.  
(110)  Ethniki’s health insurance policyholders have two types of policies today: (i) long -
term and (ii) yearly ren ewable policies.  Long -term health insurance policies are sold 
as “riders” to life insurance policies and have the same duration (i.e., the entire life 
of the policyholder). Yearly renewable health insurance policies are products 
provided on a standalone b asis and they are renewed on an annual basis.197   
(111)  In 2020, long -term health insurance products represented [70-80]% of Ethniki’s 
individual health insurance GWP and were held by [60-70]% of individual health 
insurance policyholders.  The typical duration of  a long -term insurance contract is 
[…] years.198  Moreover, in each of the years 2021 -2025, less than [0-5]% of 
Ethniki’s long -term health insurance policies are set to expire.199  Therefore, the 
majority of Ethniki’s individual health insurance policyholders have long -term life -
long products and they will maintain them in the coming years.  For these customers, 
Ethniki could not impose higher co -payment or deductible amounts when the 
policyholder chooses a hospital competing with HHG’s.  Nor could Ethniki modi fy 
the long -term contracts to require pre -approval or pre -verification before the 
policyholder visits a non -HHG hospital.200  
(D) Additional elements on the lack of  ability related specifically to  partial 
foreclosure not based on health insurance policy terms  
(112)  The Commission’s investigation shows that there are additional reasons why Ethniki 
would not have the ability to engage in partial customer foreclosure that would not 
be based on the terms of health insurance policies.  
                                                 
195  Questionnaire Q1 to competitors in health insurance services, Question 38.4.  
196  Minutes of call with Ethniki’s competitor, 11 June 2021, paragraph 20(c).   
197  Form CO, Annex 1088, RFI 3, 19 August 2021, Question 7.  
198  Response of the Notifying Party to Request for Information I-1, submission dated 28 January 2022, 
Question 3.  
199  Both based on number of policies and based on annual GWP ( Response of the Notifying Party to Request 
for Information I-1, submission dated 28 January 2022, Question 3 ).  
200  Form CO, Annex 1014, Apoliti  Prostasia, Articles 1, 6, and 10; Form CO, Annex 1015, Olokliromeni 
Prostasia, Articles 1, 10, and 14; Form CO, Annex 1016, Pleonektiko, Articles 1, 10, and 14. These three 
policies are among the most popular long -term insurance policies of Ethniki (see F orm CO, Table 5).  
 
33 (D.i) Policyholder steering through Ethniki ’s call centre and/or exclusive 
insurance agents  
(113)  The Commission’s investigation shows that Ethniki would not have the ability to 
steer its policyholders towards HHG hospitals through its call centre or through its 
exclusive insurance agents.   
(114)  In the Commi ssion’s market investigation, several private hospital respondents claim 
that Ethniki could use its call centre201 and exclusive agents post -Transaction  and 
influence the choice of private hospital for its policyholders .202 A private hospital 
respondent adds t hat according to its own market research, Ethniki already steers 
patients to HHG hospitals through its call centre, and in particular, paediatric cases 
in Attica are referred to  Mitera .203  Another private hospital respondent claims that 
Ethniki has been steering its policyholders to HHG’s Metropolitan for years.204  
These respondents , however , did not  provide evidence to  substantiate their claims.   
(115)  Even if Ethniki had engaged in such practi ces, the Commission’s investigation does 
not show that they would be able to influence the decision -making procedure of 
patients regarding private hospitals.  The Commission’s investigation indicates  that 
patients in Attica select private hospitals based o n advice of their doctor and not 
following the insurer’s call centre or the insurance agents.   
(116)  First , in the Commission’s market investigation, the majority of private hospital 
respondents (including those who raise foreclosure concerns about Ethniki’s ca ll 
centre ) acknowledge that patients always give weight to their doctor’s advice when 
selecting private hospital.205  In the same vein, the vast majority of health insurer 
respondents indicates that doctor advice is the most important parameter that a 
patien t takes into account when choosing a private hospital.206  As one of Ethniki’s 
competitors puts it, “[t] he most critical parameter is considered the advice received 
from the doctor”.207  Another health insurer notes:  “[t]he main factor is the doctor 
for schedu led operations. In case of emergencies, critical factor is the distance from 
hospital. In all other instances the "family doctor" has significantly more influence 
than the broker or the [insurer]  over the policy holder. [...] where the doctor works is 
a very important factor”.208  
(117)  Second , this conclusion is confirmed by internal documents of CVC and HHG 
prepared in their ordinary course of business:  
                                                 
201  Questionnaire Q2 to private hospital services providers, Question 41.1 and Minutes of call with HHG’s 
competitor, 25 October 2021, paragraph 21(iii).  
202  Questionnaire Q2 to private hospital services providers, Question 42.2; Minutes o f call with HHG’s 
competitor, 25 October 2021, paragraph 21(ii) and Minutes of call with HHG’s competitor, 22 November 
2021, paragraph 10.  
203  Questionnaire Q2 to private hospital services providers, Question 41.1.  
204  Questionnaire Q2 to private hospital services providers, Question 41.1.  
205  Questionnaire Q2 to private hospital services providers, Question 16.10. A competitor of HHG notes: 
“[d]octors are the primary patient choice factor in choosing a hospital, enabling hospitals and insurers to 
attract c ustomers ” (HHG’s competitor, Outline of Theory of Harm, 10 June 2021, paragraph 4.10).   
206  Questionnaire Q1 to competitors in health insurance services, Questions 18 and 34.  
207  Questionnaire Q1 to competitors in health insurance services, Question 34.8.  
208 Questionnaire Q1 to competitors in health insurance services, Question 34.8.  
 
34 a) An internal document prepared by CVC prior to the acquisition of Hygeia Group 
in 2018 confirms that [CVC’s INTE RNAL DOCUMENTS] .209 
b) Based on information collected on all incidents, HHG estimates that for its 
hospitals in Attica, [HHG’S INTERNAL DATA] .210  
c) A third -party market survey conducted for HHG in 2019 suggests that the main 
source of information for patients regarding hospital selection is [HHG’S 
INTERNAL DATA] .211    
(118)  Third , as regards call centres, this is in line with  Ethniki’s estimate that  [10-20]% of 
patients making a Life and Health Insurance claim contact ed its call centre  before 
filing a hospitalisation claim in 2018, 2019 and 2020,212 and that even then, in the 
large majority of cases the hospital would already have been decided by the patient’s 
attending doctor who determined  the need for a hospitalisation.213 Moreover , 
according to Ethniki’s estimates, the overall amount of incoming calls to its call 
centre in 2020 were […], of which only […] concerned requests for pre -verification 
of hospitalisation ([0-5]% of overall amount of calls) and therefore only a small 
fragment of  patients could have been steered to an HHG hospital through Ethniki’s 
call centre.214   
(D.ii)  Policyholder steering through adver tising of HHG’s benefits  
(119)  The Commission’s investigation shows that Ethniki would not have the ability to 
steer its policyholders towards HHG hospitals through advertising HHG’s benefits 
more prominently compared to HHG’s competitors through letters to its  
policyholders.   
(120)  In the Commission’s market investigation, several private hospital respondents 
submit that Ethniki could, post -Transaction, advertise more prominently the benefits 
offered by HHG compared to similar benefits offered by HHG’s competitors.215 A 
respondent submits that the likelihood of Ethniki engaging in such practices is 
further corroborated by the fact that it has already engaged in this exact practice 
even before the proposed Transaction , and more specifically during the time that 
CVC was being widely reported as a prime candidate for the acquisition of Ethniki, 
by sending a letter to its enrollees, describing and actively promoting the latter’s 
                                                 
209 Form CO, Annex 43, [CVC’s INTERNAL DOCUMENTS] , 4 July 2018, p. 11.  
210 Form CO, Annex 1077, RFI 5 Q3, Table 1 – [HHG ECONOMIC INTERNAL DATA PREPARED IN 
THE CONTEXT OF THE TRANS ACTION], 29 October 2021, p. 3.  
211 Form CO, Annex 1023, [CVC’s INTERNAL DOCUMENTS] , 2019, p. 23.  One of HHG’s competitors 
submits that it had a survey conducted showing that “ roughly 77% of respondents consider that their 
insurance contract is ‘very influ ential’ in their choice of hospital ” (see Minutes of call with HHG’s 
competitor, 22 November 2021, paragraph 9 and Appendix 2).  However, the Commission notes that this 
statement relates to the terms of the insurance contract (e.g., the range of hospitals covered by an open -
network health insurance product) and not steering through a call centre or an insurance agent.  
212 For instance, according to Ethniki’s estimates for 2020, the overall amount of incoming calls that its call 
centre received for “claims notification or admittance to hospital” were […], whereas in the same year, 
Ethniki received […] relevant claims (Respo nse of the Notifying Party to Request for Information I -8, 
submission dated 14 February 2022, Question 6).  
213 Form CO, paragraph 364(d).  
214  Form CO, Annex 1075, RFI 4 Q22, Table 1 – Life & Health incoming calls, p. 2.  
215  Questionnaire Q2 to private hospit al services providers, Question 40.  
 
35 benefits at HHG hospitals.216 Moreover, another respondent submits that recently, 
there have been announcements by Ethniki for new collaborations and privileges for 
the HHG hospital network.217 These respondents however did not substantiate their 
claim of non -prominent advertising with underlying evidence.  
(121)  First , private health insurance respondents con firm that they generally advertise 
private hospitals with which they have cooperation agreements with,218 through 
among others, their sales network, leaflets, website and commercials,219 and in the 
same way for all contracted hospitals.220 
(122)  Second , this is confir med by evidence from the Commission’s file, which suggest 
that between 2019 -2021, Ethniki advertised several benefits offered by private 
hospitals in Attica to its policyholder, including non -HHG through “Benefits 
leaflets”. In particular, in 2019, Ethniki  issued “Benefits leaflets”, not only for HHG, 
but also for Henry Dunant Hospital, which is a competitor of HHG. Moreover, more 
recently in 2021, Ethniki issued “benefits leaflets” for  HHG and Mitera, but also for 
Athens Bioclinic, Euroclinic of Athens, I ASO, IASO Maternity and AMG, all of 
which are private hospitals in Attica that compete with HHG. 221  
(123)  Third , even if Ethniki had engaged in such practices, the Commission’s investigation 
does not show that they would be able to influence the decision -making procedure of 
patients regarding private hospitals. The Commission’s investigation indicates  that 
patients in Attica select private hospitals based on advice of their doctor and not 
following the insurer’s advertising leaflets. In particular, the results of  the 
Commission’s market investigation confirm that hospital benefits (which is the 
context of insurers’ advertising material) are not a major factor for a patient’s choice 
of a private hospital.222 In this context, private hospital respondents acknowledge 
that the most decisive factor for patients is their doctor’s advice.223  In the same vein, 
the vast majority of health insurer respondents indicates that doctor advice is the 
most important parameter that a patient takes into account when choosing a private 
hospital.224  
(124)  Fourth , this conclusion is also confirmed by internal documents of CVC and HHG 
prepared in their ordinary course of their business:  
                                                 
216  Questionnaire Q2 to private hospital services providers, Question 40.1; Minutes of call with HHG’s 
competitor, 25 October 2021, paragraph 17 and Minutes of call with HHG’s competitor, 22 November 
2021, paragraph 15.  
217  Questionnaire Q2 to private hospital services providers, Question 40.1.  
218  Questionnaire Q1 to competitors in health insurance services, Question 32.  
219  Questionnaire Q1 to competitors in health insurance services, Question 32.1.  
220  Questionnaire Q1 to competitors in health insurance services, Question 33.  
221  Form CO, Annex 1034, Ethniki – HHG – Benefits Leaflet, 2021; Form CO, Annex 1035, Ethniki – Mitera 
Hospital – Maternity Benefits Leaflet, 2021; Form CO, Annex 1036, Ethniki – Viokliniki – Benefi ts 
Leaflet, 2021; Form CO, Annex 1037, Ethniki – Henry Dunant Hospital – Benefits Leaflet, 2019; Form 
CO, Annex 1038, Ethniki – Euroclinic – Benefits Leaflet, 2021; Form CO, Annex 1039, Ethniki – IASO – 
Benefits Leaflet, 2021; Form CO, Annex 1040, Ethniki – IASO – Maternity Benefits Leaflet, 2021; Form 
CO, Annex 1046, Ethniki – Athens Medical Group – Benefits, 11 October 2021; Form CO, Annex 1047, 
Ethniki – HHG – Benefits Leaflet, 2019; Form CO, Annex 1048 - Ethniki – Athens Medical Group – 
Benefits Letter,  2021; and, Form CO, Annex 1049, Ethniki – HHG – Benefits Letter, 2019.  
222 Questionnaire Q1 to competitors in health insurance services, Question 34.  
223  Questionnaire Q2 to private hospital services providers, Question 16.10.  
224  Questionnaire Q1 to competitors in health insurance services, Questions 18 and 34.  
 
36 a) An internal document prepared by CVC prior to the acquisition of Hygeia Group 
in 2018 confirms that [CVC’s INTERN AL DOCUMENTS] .225  
b) Based on information collected on all incidents, HHG estimates that for its 
hospitals in Attica, [HHG’S INTERNAL DATA] .226   
c) A third -party market survey conducted for HHG in 2019 suggests that the main 
source of information for patients regarding hospital selection is [HHG’S 
INTERNAL DATA] .227     
(D.iii)  Direct reimbursement for robotic operations only/mainly to HHG  
(125)  One competitor of HH G submits that post -Transaction, “ another means of 
disadvantaging  [HHG’s] rivals would be an exclusive cooperation between Ethniki 
and HHG for  [robotic medical procedures] to be covered by Ethniki only at HHG’s 
clinics ”.228   
(126)  Robotic medical procedures are e xpensive, modern procedures which ensure 
precision during surgery and minimize the patients’ pain and general discomfort.  
Already today, Ethniki has an agreement with HHG for the direct reimbursement of 
several categories of robotic medical procedures.229  No other private hospital in 
Attica has a direct reimbursement agreement with Ethniki covering as many 
categories of robotic medical procedures as is the case with HHG.230   
(127)  However, the Commission’s investigation does not support the finding  that Ethniki 
would have the ability to foreclose HHG’s competitors by not offering them direct 
reimbursement for robotic medical procedures :  
a) Robotic medical procedures only represent a sub -set of the inpatient medical 
activities that a private hospital can offer in Atti ca. In particular, HHG estimates 
that in 2020,  […]% of its total revenues came from  robotic medical 
procedures.231 Moreover, HHG estimates that  in 2020, patients undergoing 
robotic medical procedures represented […]% of its total patients receiving 
inpatient  services .232 Even assuming that Ethniki’s policyholders would switch to 
                                                 
225 Form CO, Annex 43, [CVC’s INTERNAL DOCUMENTS] , 4 July 2018, p. 11.  
226 Form CO, Annex 1077, RFI 5 Q3, Table 1 – [HHG ECONOMIC INTERNAL DATA PREPARED IN 
THE CONTEXT OF THE T RANSACTION], p. 3.  
227 Form CO, Annex 1023, [CVC’S INTERNAL DOCUMENTS] , 2019, p. 23  
228  HHG’s competitor, Preliminary note on the anti -competitive effects of the proposed acquisition of Ethniki 
Insurance by CVC Capital Partners’ Fund VII, 10 September 2021, paragraph 36, second and third bullet -
points.  
229  See https://www.ethniki -
asfalistiki.gr/default2.aspx?page=newsdetails&ListID=4&RowID=63 5&from=pressreleases , last accessed 
on 21 February 2022 (Doc ID 1317).  
230  Form CO, Annex 1022, Ethniki – Robotic Surgery Agreements.  
231  Namely, […]% for Metropolitan, […]% for Hygeia, and […]% for Metropolitan General.  Leto and 
Mitera do not offer robot ic medical procedures. These percentages do not materially differ for the period 
2018-2019 (Response of the Notifying Party to Request for Information I -8, submission dated 14 February 
2022, Question 1).  
232  Namely, […]% for Metropolitan, […]% for Hygeia, a nd […]% for Metropolitan General.  Leto and 
Mitera do not offer robotic medical procedures. These percentages do not materially differ for the period 
2018-2019 and would be significantly lower if estimated as a share of total patients receiving inpatient a nd 
 
 
37 HHG hospitals for robotic medical procedures, HHG’s competitors could 
continue to compete effectively in the market offering other types of inpatient 
services and also outpatient servic es.  In fact, in the market investigation, several 
private hospital respondents indicate that they do not offer robotic medical 
procedures ;233  
b) As explained in Section  5.5.2.1  above, Ethniki is not an important customer for 
general private hospital services in Attica nor does it have market power in the 
downstream market for health insurance services.  HHG’s rivals can continue to 
compete in the upstream market, including offering robotic medical procedures, 
given that several insurers cover such procedures in various private hospitals;234 
and  
c) Ethniki already today offers direct reimbursement to AMG and Euroclinic of 
Athens for robotic prostatectomy,235 which is one of the oldest and most 
common types of robotic medical procedures conducted in Greece today .236  
(128)  In light of the above , the Commission considers that the combined entity will likely 
not have the ability post -Transaction to foreclose general private hospitals in Attica.  
5.5.2.2.  Incentive to Foreclose  
(129)  The Commission considers that post -Transaction , HHG and Ethniki would likely 
have the incentive to foreclose general private hospital services providers in Attica.   
(130)  First , as explained in Section 5.4.2.2  above , the evidence in the Commission’s file 
suggests that :  
a) Ethniki’s margins in the downstream market of health insurance services are 
significantly lower than HHG’s margins in the upstream market of general 
private hospital services ;  
b) The risk of losing customers  in the downstream market of health insurance 
services is low, as policyholders do not often switch among health insurers;    
c) Contrary to the downstream market for health insurance s ervices, switching rates 
in the upstream market for general private hospitals are likely to be high, as 
patients often “multi -home” across several hospitals. In addition, doctors 
themselves also “multi -home” indicating that HHG could gain a significant 
number of customers ; 
d) In light of the above , it is likely that the benefit of gaining profit upstream for 
general hospital services for the merged entity would outweigh the  risk of losing 
                                                                                                                                                      
outpatient services (Response of the Notifying Party to Request for Information I -8, submission dated 14 
February 2022, Question 2).  
233  E.g., Questionnaire Q1 to competitors in health insurance services, Question 29.  
234  E.g., Metlife (now controlled b y NN); Eurolife; Interasco; Groupama; and Ergo.  See HHG’s competitor, 
Preliminary note on the anti -competitive effects of the proposed acquisition of Ethniki Insurance by CVC 
Capital Partners’ Fund VII, 10 September 2021, footnote 31.  
235  Form CO, Annex 30 8, [ETHNIKI'S INTERNAL DOCUMENTS].; Form CO, Annex 365; [ETHNIKI'S 
INTERNAL DOCUMENTS] ; Form CO, Annex 1022, [ETHNIKI'S INTERNAL DOCUMENTS].  
236 Response of the Notifying Party to Request for Information I -8, submission dated 14 February 2022, 
Question 3. [ …].  
 
38 profit downstream for health insurance services . Therefore , a customer 
foreclosure strategy would  likely  be profitable .  
(131)  Second , the Notifying Party itself submits, “[g] iven the same balance of margins 
between  [private hospital] [services] and [health insurance services] that contributes 
to the implausibility of profitable for eclosure of rival insurers, it is of course 
plausible that a hypothetical combined entity might have an incentive to engage in 
strategies that would steer Ethniki customers towards the use of HHG hospitals”.237   
(132)  Third , the Commission’s market investigation confirms the above findings , as the 
majority of private hospital respondents consider that the combined entity would 
likely  have the incentive to engage in customer foreclosure conduct.238  
5.5.2.3.  Effect on Competition  
(133)  The Comm ission considers that the Transaction is unlikely to have a negative impact 
on effective competition in general private hospital services, as the effect of the 
combined entity’s possible customer foreclosure strategies would not be enough to 
reduce the abi lity of upstream rivals to compete effectively  in the foreseeable future.  
(134)  First , the Commission notes that the combined entity can only deny to HHG’s rivals 
competitive access to Ethniki’s policyholders.  Ethniki’s health insura nce 
policyholders in 2020 w ere […], representing [20-30]% of all health insurance 
policyholders in Greece.239 Therefore (and for the reasons explained in Section 
5.4.2.1  above), Ethniki does not have a significant degree of market power in healt h 
insurance services in Greece.  In the market investigation, private hospital 
respondents submit that in 2018, 2019, and 2020 Ethniki represented [20-30]% of 
their total revenues in 2018, 2 019, and 2020.240  Even if steered to HHG, Ethniki’s 
pool of health insurance policyholders would be too small to prevent other private 
hospitals in Attica from competing in the upstream market.241   
(135)  Second, even if Ethniki engaged in customer foreclosure seek ing to direct its 
policyholders towards HHG, the impact of these strategies on the decision -making 
of the patients is questionable.  As explained in Section 5.4.2.2  above, the 
Commission’s investigation shows that patients in Attica typically choose private 
hospitals based on the advice of their doctors.  Among the parameters that a patient 
takes into account when choosing a private hospital, respondents rank advice from 
doctors as the most important (higher than advice from the insurer or the insurance 
agent).242  So do health insurer respondents.243  One health insurer respondent notes: 
“advice from the attending doctor is the single most decisive factor ” for patients 
                                                 
237  Form CO, Annex 998, [CVC’S ECONOMIC PAPER PREPARED IN THE CONTEXT OF THE 
TRANSACTION] , 13 October 2021, paragraph 33.  
238  Questionnaire Q2 to private hospital services providers, Questions 38 -42.  
239 Form CO, Annex 277, Ethniki Market Shares Individ ual and Group  Health Insurance Based on GWP – 
Greece (2018 – 2019), p. 4.  
240 Questionnaire Q2 to private hospital services providers, Question 5.  
241  This is confirmed by internal documents of CVC, which indicate that HHG [CVC’S INTERNAL 
DOCUMENTS]  (Form CO, Annex 63, [CVC’S INTERNAL DOCUMENTS] , 7 January 2020, p. 4).   The 
Commission’s assessment also applies to Ethniki’s position in the alternative plausible relevant markets 
for individual health insurance services and group health insurance services  in Greece (see Table 2 above).  
242  Questionnaire Q2 to private hospital services providers, Question 16.  
243  Questionnaire Q1 to competitors in health i nsurance services, Question 34.  
 
39 when they decide on a private hospital.244  Another health insurer adds: “[insurers] 
have very limited power to steer clients to any direction... the power is in the hands 
of the  ‘family doctor’ ”.245 
(136)  Third, in the Commission’s market investigation, private hosp ital respondents 
submit that they have a wide network of cooperation agreements with health insurers 
other than Ethniki.  Most of the private hospital respondents note that they have 
cooperation agreements with 10 or more health insurers in Greece.246  All p rivate 
hospital respondents submit that cooperation agreements are important or very 
important for their ability to compete in general private hospital services.247  Post-
Transaction, private hospitals would be able to continue competing effectively in the 
upstream market also on the basis of those cooperation agreements.    
(137)  In the Commission’s market investigation, the majority of private hospital 
respondents submit that the proposed Transaction would have a negative impact on 
the market  for general private hospital services in Attica, in terms of higher prices, 
lower service quality, and limited choice for patients.248  However, the claims of 
these private hospital respondents have not been sufficiently substantiated taking 
into account the parameters set out in Section 7.1 above .  
(138)  The main concern put forward by private hospitals in the Commission’s market 
investigation is that “[t] he higher the number of patients visiting a hospital, the more 
the fixed costs of equipment and infrastructure can be spread over a larger patient 
base and the average cost per patient can be reduced.  Losing even a limited number 
of patients may... have a significant impact on the hospital’s ability and incentive to 
invest and innovate (and as such, to compete)”.249   
(139)  However, the res ults of the Commission’s investigation do not appear to confirm 
these concerns:  
a) None of HHG’s rivals submit that post -Transaction, they would be altogether 
unable to cover their fixed costs or make investments in their hospitals, e.g., even 
if they were t o accept lower profitability rates for a limited period of time.  
Instead, one of HHG’s rivals notes: “ hospitals respond dynamically to 
occupancy decreases and a deterioration in services and postponement of 
investments would manifest before ‘breaking even ’”;250   
                                                 
244  Questionnaire Q1 to competitors in health insurance services, Question 34.8.  
245  Questionnaire Q1 to competitors in health insurance services, Question 40.2.  
246  Questionnaire Q2 to private hospital services providers, Q uestion 29.  
247 Questionnaire Q2 to private hospital services providers, Question 28.   
248  The majority of private hospital respondents indicate that the proposed Transaction would not have an 
impact on innovation in the market for private hospital services  in Attica (Questionnaire Q2 to private 
hospital services providers, Questions 45.1 - 45.4). One competitor of HHG submits that following CVC’s 
binding offer for Ethniki, there was a significant decline in the number of Ethniki’s policyholders visiting 
its hospitals (compared to pre -Transaction levels) ( HHG’s competitor, Report on ToH, 27 September 
2021, paragraph B.6 ). However, no evidence is provided showing that this trend continued in the 
following months. In any event, the decline concerns only one medi cal specialisation and not all or most 
types of general hospital services.  
249  HHG’s competitor, Preliminary note on the anti -competitive effects of the proposed acquisition of Ethniki 
Insurance by CVC Capital Partners’ Fund VII, 10 September 2021, paragra ph 41, second bullet -point and 
Minutes of call with HHG’s competitor, 22 November 2021, paragraph 19.    
250  Questionnaire Q2 to private hospital services providers, Question 7 (emphasis added).  
 
40 b) The Commission’s market investigation does not reveal that any of the private 
hospital respondents expects to become loss -making and/or exit the market 
following the Transaction.  In fact, one competitor of HHG submits: “[we do] 
not expect, as a res ult of the proposed Transaction to suffer a financial hit that 
will be so severe as to effectively force  [us] to go out of business...  the 
foreclosure ability of the merged entity would diminish  [our] incentives to invest 
in cutting edge technology... ”;251 and 
c) Ιn the past two years,  HHG’s competitors designed and are currently 
implementing several investment programmes.  For example, this is the case for 
AMG,252 Euromedica,253 and IASO254.   
(140)  Another concern put forward by HHG’s rivals is that “ with access to a more limited 
patient base,  [our] hospitals will have less incentive to invest in state -of-the-art 
equipment, which also affect  [our] ability to attract good doctors... if there are fewer 
good doctors practising at  [our] hospitals, the hospitals will be les s attractive to 
patients ”.255  However, the Commission’s investigation does not confirm that lower 
incentives to invest result necessarily in the loss of good doctors for private hospitals 
in Greece for the following reasons.  
a) Only exceptionally do some doct ors have exclusivity arrangements with private 
hospitals.  As explained in recital (175)  below, less than [10-20]% of all doctors 
in HHG hospitals in  Attica have exclusive arrangements with HHG’s hospitals in 
Attica.256 One of HHG’s rivals submits that it did not have any exclusive 
contracts with doctors until 2020 and that “ doctors in Greece multi -home across 
hospitals ”.  In the Commission’s market inve stigation the majority of private 
hospital respondents submit that more than 30% of their doctors actively practice 
in several private hospitals;257 
b) In any event, state -of-the-art equipment is not the only parameter that doctors 
consider when they decide to collaborate exclusively with a private hospital.  A 
competitor of HHG explains that this collaboration “ is likely based on significant 
‘perks’ i.e., the support/infrastructure that a hospital provides to its doctors 
(including administrative staff..., slot s in surgery rooms, nursery staff, etc)... 
Besides these ‘perks’, the other main criterion for a top doctor to choose a 
hospital to ‘single -home’ is the clientele/pipeline offered by the hospital 
                                                 
251  Response  of HHG ’s competitor  to Request for Information  2, submission dated 9 November 2021, 
paragraph 8.2.  
252  AMG, 6 -month financial report 2021, p. 5, available at 
https://www.iatriko.gr/sites/default/files/ pdf/examiniaia oikonomiki ekthesi 2021.pdf , last accessed on 
21 February 2022 (Doc ID 1321).  
253  Investment programme of approximately EUR 50 million.  See 
https://www.euromedica.gr/%CE%BD%CE%AD%CE%B1 -e%CF%80%CE%BF%CF%87%CE%AE -
%CE%B3%CE%B9%CE%B1 -%CF%84%CE%B7 -euromedica/ , last accessed on 21 February 2022 (Doc 
ID 1322).   
254  See https://www.iaso.gr/news/details/2022/01/12/rompotiko -systima -da-vinci -xi, last accessed on 21 
February 2022 (Doc ID 1323).  
255  HHG’s competitor, Preliminary note on the anti -competitive effects of the proposed acquis ition of Ethniki 
Insurance by CVC Capital Partners’ Fund VII, 10 September 2021, paragraph 41, sixth bullet -point and 
Minutes of call with HHG’s competitor, 24 September 2021, paragraph 24.  
256  Form CO, Annex 270, [CVC’S INTERNAL DOCUMENTS]  2020, p. 2.  
257  HHG’s competitor, Report on ToH, 27 September 2021, paragraph 3.40.  
 
41 itself... ”.258  Another competitor of HHG notes: “[h] ospitals can incentivise 
doctors by offering the best possible compensation package, including salaries, a 
share of the hospital’s revenue, and other perks ”.259  An internal CVC document 
prepared in 2017 prior to the acquisition of Metropolitan General reads: 
“[CVC’S  INTERNAL DOCUMENTS] ”.260 
5.5.3.  Conclusion  
(141)  In light of the above, the Commission concludes that the Transaction does not give 
rise to serious doubts regarding its compatibility with the internal market because  of 
total or partial customer foreclosure , in particular due to the lack of ability of the 
combined entity to foreclose private hospitals in Attica and because such foreclosure 
strategy would not have a significant detrimental effect on effective competition 
post-Transaction.  
5.6. Other non -coordinated eff ects based on a ccess to commercially sensitive 
information   
(142)  In this Section, the Commission first illustrates the type of commercially sensitive 
information respondents to the market investigation identified as giving Ethniki a 
competitive advantage over r ival health insurers , namely, HHG patients’ health data 
and rival hospital doctors’ billing data . Subsequently, the Commission evaluates 
whether post -Transaction  the combined entity would have the ability and incentive 
to use such information to favour Eth niki over rival health insurers, and whether 
such behaviour would harm competition .   
5.6.1.   Access to commercially sensitive information on HHG’s patients’ health data  
5.6.1.1.  The Notifying Party’s view  
(143)  The Notifying Party submits that post -Transaction, HHG a nd the Target would not 
have the ability or the incentive to use patients’ health data in order to give Ethniki a 
competitive advantage over rival health insurers.  The Notifying Party notes that this 
would be unlawful under the Regulation (EU) 2016/679 , namely the General Data 
Protection Regulation (“GDPR”) .261  The Notifying Party adds that patient data from 
HHG would not be to the benefit of Ethniki because hospital patients are not part of 
the healthy population that insurers typically target.262   
                                                 
258  HHG’s competitor, Preliminary note on the anti -competitive effects of the proposed acquisition of Ethniki 
Insurance by CVC Capital Partners’ Fund VII, 10 September 2021, footnote 46.  
259  HHG’s competitor, Outline of Theory of Harm, 10 June 2021, paragraph 4.13.  
260  Form CO, Annex 39, [CVC’S INTERNAL DOCUMENTS] , 4 October 2017, p. 22.  Financial incentives 
are also considered important for doctors to establish an exclusive relationship by one rival of HHG in 
Questionnaire Q2 to private hospital services providers, Question 35.1.1.  
261  Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the 
protection of natural persons with regard to the processing of personal data and on the free movement of 
such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 
1.  
262  Form CO, p. 6.  
 
42 5.6.1.2.   The Commission’s assessment  
(A)  Patients’ health data as commercially sensitive information  
(144)  On the basis of the submissions from respondents to the market investigation,263 the 
Commission identified patients’ health data as commercially sensitive information 
that the combined entity may use post-Transaction in order to grant Ethniki a 
competitive advantage over rival health insurers in Greece.  
 (B)  Ability to use patients’ health data to put rival health insurers at a 
competitive disadvantage  
(145)  The evidence in the Commission’s  file does not enable the Commission to conclude 
that the combined entity will have the ability post -Transaction, to put rival health 
insurers in Greece at a competitive disadvantage by using the patients’ health data 
stored at HHG hospitals.  
(146)  First , from a technical point of view, it is not clear whether  [STATEMENT 
REGARDING THE NOTIFYING PARTY’S STRATEGY ON DIGITALISED MEDICAL 
REPORTS] . The Notifying Part y submits that HHG does not [STATEMENT 
REGARDING THE NOTIFYING PARTY’S STRATEGY ON DIGITALISED MEDICAL 
REPORTS] . The Notifying Party further explains that e ntry forms for each patient are 
completed in written format by the medical personnel, including the reason of 
admission and medical history, and anything considered necessary for the admission 
(e.g., allergies, other health conditions, etc.). […]. The data can only be accessed by 
those with requisite permissions, which is tracked.264 
(147)  In addition, the Notif ying Party submits that HHG uses patients’ data purely for 
clinical purposes and does not [STATEMENT REGARDING THE NOTIFYING 
PARTY’S DATA STRATEGY ].265 
(148)  The Commission’s market investigation contradicts the Notifying Party’s 
submission . Overall, the results o f the Commission’s market investigation show that 
all private hospital respondents keep electronic records of treated patients’ health 
status and their insurance companies.266 One private hospital respondent explains 
that “[p] ursuant to Article 14 of Law 3418/2005, medical doctors are required to 
keep medical files ”267 but adds that these medical records can be kept either  “in 
electronic (or non -electronic) form. Clinics and hospitals are also obliged to keep 
files and results of all clinical and para -clinic al examinations. Furthermore, patients 
need to fill out standard forms (“Patients’ Information Forms”) during the hospital 
admission process, while [the respondent’s]  hospitals also keep patient report cards, 
which include information regarding the place o f residence of the patient, as well as 
their insurance affiliation/coverage ”.268 One health insurer respondent also notes  
                                                 
263  Questionnaire Q1 to competitors in health insurance services, Question 37.  
264  Form CO, paragraph 458.  
265  Form CO, paragraph 459.  
266  Questionnaire Q2 to private hospital services providers, Question 36.  
267  Questionnaire Q2 to private hospital services providers, Question 36.1.  
268  Questionnaire Q2 to private hospital services providers,  Question 36.1.  
 
43 that certain hospitals, including Hygeia, have invested to develop personal health 
files for patients, with full medical history data.269 
(149)  Second , even though EU rules dealing with data protection and privacy do not in 
themselves eliminate the risks that the Parties’ process such data in a way to impede 
effective competition,270 the Commission notes that there appear to be certain 
enhanced lega l limitations on the use of patients’ data by Ethniki post -
Transaction.271 
(150)  In particular, the legal framework applicable to the collection, processing and 
sharing of patients' data is governed by the GDPR and the national implementing 
Law 4624/2019 " on measu res for implementing Regulation (EU) 2016/679 of the 
European Parliament and of the Council of 27 April 2016 on the protection of 
natural persons with regard to the processing of personal data, and transposition of 
Directive (EU) 2016/680 of the European P arliament and of the Council of 27 April 
2016, and other provisions " (the "Law 4624/2019").  
(151)  Pursuant to GDPR, personal data concerning health should include all data 
pertaining to the health status of a data subject which reveal information relating to 
the past, current or future physical or mental health status of the data subject.272 This 
type of data is considered falling into one of the special categories of personal data, 
the processing of which shall be prohibited, unless the data subject has given expl icit 
consent to such processing for a specified purpose or the processing is necessary for 
one or more of the purposes described under GDPR.273 
(152)  According to GDPR, personal data is “ any information relating to an identified or 
identifiable natural person (‘da ta subject’); an identifiable natural person is one 
who can be identified, directly or indirectly, in particular by reference to an 
identifier such as a name, an identification  number, location data […] ”.274 In this 
respect, the Commission notes that, to the  extent that the combined entity’s 
processing of patients’ health data allows for the identification of those patients that 
are healthy and insured or healthy and uninsured, such data could qualify as personal 
data and would be thus subject to the enhanced  protection of the special categories 
of personal data under GDPR.  
(153)  If HHG sought consent allowing it to disclose patient data to Ethniki (or any other 
insurance company) for use for purposes other than administration of claims, it is 
likely that it would b e refused in a large majority of cases. Seeking such consent 
would be a material departure from normal hospital practice in Greece and would 
likely damage  HHG's reputation amongst patients and prospective patients, as well 
as doctors who might not want the ir patients to be hassled for data unrelated to their 
treatment.275 
                                                 
269  Questionnaire Q1 to competitors in health insurance services, Question 29.2.  
270  Case M.9660 – Google/Fitbit , decision of 17 December 2020, recital 412.  
271  Case M.8788 – Apple/Shazam , decision of 6 September 2018, recital 225.  
272  GDPR, r ecital 35.  
273  GDPR, Article 9.  
274  GDPR, Article 4.  
275  Form CO, paragraph 462.  
 
44 (154)  The Commission’s market investigation also suggest s that GDPR poses a serious 
limitation in such a processing of personal data.276 One health insurer  respondent  
explains : “... one needs to be very cautious how it cross -sells considering GDPR and 
other relatively strict provisions prohibiting or limiting such efforts ”.277 Another 
health insurer  respondent  says that “[s] uch a practice would be inconsistent with 
applicable laws, in particular GDPR ”.278 
 (C)  Incentive to use patients’ health data to put rival health insurers at a competitive 
disadvantage  
(155)  The Commission considers that the combined entity would not have the incentive to 
use HHG’s patients’ health data to put rival health insurers at a competitive 
disadvantage.  
(156)  First , in the Commission’s market investigation, the majority of health insurer 
respondents explain s that they target all healthy customers with no chronic medical 
conditions, irrespective of age or of having been admitted to a ho spital.279 In that 
sense, identifying patients that have been admitted to a n HHG hospital does not 
provide Ethniki with a particular advantage in marketing. In addition, this cannot be 
considered as a competitive disadvantage for rival health insurers that a lready 
indicate that they target all healthy customers without the need to be assured that 
those customers have never been treated to a hospital.280  
(157)  Second , reaching out directly to customers to sell health insurance products is not 
common in Greece.  Marke ting of health  insurance products in Greece typically 
takes place through advertising, insurance agents, and bancassurance networks.281 
This is also confirmed in the Commission’s market investigation.282 It is not thus 
clear why ‘cold -calling’ an HHG patient i s better than the above distribution 
channels. Instead, such a strategy could have negative reputational effects on 
Ethniki.  
(D)  Effect on competition  
(158)  Most importantly, on the basis of the evidence in its file, the Commission considers 
that even if the combined entity were to have the ability and the incentive to use 
HHG’s patients’ health data, the related practices, such as targeted marketing, are 
                                                 
276The Commission’s assessment is without prejudice to the assessment of the relevant issues by the 
competent data protection authorities.  In the remainder of this Section, the Co mmission, while mindful 
that legal constraints may limit the combined entity’s possible future use of patients’ health data, will 
assess the effects of the Transaction on the assumption that such use could be achieved in a lawful 
manner.   
277  Questionnaire  Q1 to competitors in health insurance services, Question 37.2.  
278  Questionnaire Q1 to competitors in health insurance services, Question 37.3.1.  
279  Questionnaire Q1 to competitors in health insurance services, Question 37.  
280  Questionnaire Q1 to competitors in health insurance services, Question 37.1.  
281  Stochasis Report, Private Insurance, December 2020, p. 18 (Doc ID 82).  
282  Questionnaire Q1 to competitors in health insurance services, Question 37.2.  
 
45 unlikely to have a negative impact on effective competition for health insurance in 
Greece.283 
(159)  First , marketing of health insurance products in Greece typically takes place through 
advertising, insurance agents, and bancassurance networks.284 Ethniki’s competitors  
would be able to continue competing on the basis of these distribution channels. In 
fact, in the Commission’s market investigation, the majority of health insurer 
respondents indicated that brokers is the most popular distribution channel for 
individual h ealth insurance products.285 As explained by one health insurer, “[m] ost 
important channels are tied agents and brokers ”.286  
(160)  Second , health insurers in Greece compete at a national basis, whereas HHG 
hospitals have a particular focus on an Attica -based local market. While it is true that 
the majority of health insured customers also comes from the Attica region, HHG 
hospitals in Attica only receive d […] patients in 2020 out of a total population of 
10,718,565 inhabitants  in Greece  (of which 3,738,901 are located in the Attica 
Region) .287 
5.6.1.3.   Conclusion  
(161)  In light of the above, the Commission concludes that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as a result of non -
coordinated  effects in respect of health insurance  services  in Greece  due to access to 
HHG’s patients’ health data.288 
5.6.2.   Access  to commercially sensitive information on doctors of HHG’s rivals  
5.6.2.1.  The Notifying Party’s view  
(162)  The Notifying Party submits that post -Transaction, HHG and the Target would not 
have the ability to harm  providers of general private hospital services in Attica by 
allowing HHG to access commercially sensitive data of its rivals through Ethniki. 
The Notifying Party notes that , sharing doctor da ta without their consent,  would be 
unlawful under Article 4 of the  GDPR  (see recital  (152)  above)  and that there is a 
high likelihood that such breach would either be detected through the exercise of the 
Bank of Greece's supervisory powers or through information exchanged between the 
Bank of Greece and the Greek Data Protection Authority.289  The Notify ing Party 
adds that data on the best -performing doctors in HHG’s rivals is not of material 
                                                 
283  The Commission’s assessment and conclusion  in this Section also applies to the alternative plausible 
relevant markets for (i) individual health insurance services and (ii) group health insurance services in 
Greece. Especially for the latter, patients’ data would be even less relevant for product m arketing.   
284  See recital (157)  above.  
285  Questionnaire Q1 to competitors in health insurance services, Question 19.  
286  Questionnaire Q1 to competit ors in health insurance services, Question 19.2.  
287 Response of the Notifying Party to Request for Information I -9, submission dated 16 February 2022,  
Question 1.  
288  The Commission’s assessment and conclusion in this Section also applies to the alternative plausible 
relevant markets for individual health insurance services and group health insurance services in Greece.   
289  Form CO, paragraphs 470ff.  
 
46 value for future recruitment – the Attica market is small and the names of “rain 
maker” or “rising star” doctors are common knowledge .290   
5.6.2.2.  The Commission’s assessment  
(A)  Doctor data as commercially sensitive information  
(163)  The Notifying Party does not dispute the fact that Ethniki stores data on doctors of 
private hospitals in its IT systems.291  This is also confirmed by the results of the 
Commission’s market investigation where the majority of private hospital 
respondents confirm that they share non -public information with health insurance 
providers, including Ethniki.292  Respondents submit that “ sharing billing and 
overall treatment cost information (…) is a s tandard and mandatory procedure with 
all [health insurance]  providers”, adding that this information includes the doctor’s 
name and invoices issued to patients.293   
(B)  Ability to use doctor data to put HHG’s rivals at a competitive disadvantage   
(164)  The Commission considers that, post -Transaction the combined entity  would not 
have the ability to use doctor data to put HHG’s rivals at a competitive disadvantage 
for the following reasons.  
(165)  First , evidence from the Commission’s file as well as internal d ocuments linked to 
Ethniki’s databases , confirm  that Ethniki holds data […].294 On the one hand, the 
doctors’ data stored in […].295  On the other hand , […].  As such , no conclusions can 
be drawn on doctor -specific fees regarding doctors of different specialti es who 
collaborated in the treatment of the patient .296  
(166)  Second , the results of the Commission’s investigation do not show that  billing data 
from doctors of rival hospitals would make an important difference in HHG’s 
recruitment decisions or that it would allow HHG to put rivals at a competitive 
disadvantage for the following reasons:   
                                                 
290  Form CO, paragraph 475.  
291 Form CO, paragraph 474.  
292 In this context, the vast majority of respondents believe that post -Transaction HHG will have access to 
more and better data from Ethniki, concerning doctors practicing in their hospital and that this would 
allow HHG to poach doctors from them in a targeted manner. According to the private hospital 
respon dents, this information may offer no value to the insurance company but can offer tremendous value 
to rival hospital operators that wish to develop strategies to attract doctors and patients, or to launch 
marketing strategies. See Questionnaire Q2 to priva te hospital services providers, Questions 34.1, 35 and 
37.1. 
293  Questionnaire Q2 to private hospital services providers, Question 34.1. See also Questionnaire Q2 to 
private hospital services providers, Question 37, where respondents submit that, other info rmation shared 
between private hospitals and health insurance providers include cost data regarding medical materials, 
medical devices or other equipment that hospitals purchase to be used in operations, hospital fees for any 
and by each type of service, h ospital KPIs.  
294  Form CO, paragraph 474.  
295  Form CO, Annex 229, […]; Form CO, Annex 230, […]; Form CO, Annex 231, […]; and Form CO, 
Annex 232, […].  
296  Form CO, Annex 229, […]; Form CO, Annex 230, […]; Form CO, Annex 231, […]; and Form CO, 
Annex 232, […].  
 
47 a) In the market investigation, private hospital  respondents indicate that market 
intelligence is the main tool they use  to identify and recruit  the best doctors.297 
One of HHG’s rivals  submit s that “ the main source of information is the medical 
community ” and that the doctor’s excellence and expertise are determined by 
“the doctor’s work, published papers, unique treatment operations, certifications 
by independent parties etc. (…). To some extent, word of mouth may help to try 
to predict or estimate the level of patient flow (…) ”.  Other private hospital 
respondents consider  “market research of health visito rs, the internet(…) ”, 
“referrals from other doctors ”.  One competitor of HHG  adds: “information from 
other sources (suppliers of materials, insurers, etc.) ” is only a “secondary ” 
tool;298   
b) Among private hospitals, market intelligence is also considered an effective tool 
for doctor recruitment in Attica . The majority of private hospital respondents  
confirm this in the Commission’s market investigation;299  
c) The Commission’s market investigation also reveals that private hospitals have 
been recruiting successful ly doctors in the past few years,300 even without having 
access to information from health insurers.  Private hospital respondents indicate 
that they have each recruited from  20 to 255 doctors per hospital each year  in 
2018 -2020 ;301 and 
d) Evidence  from the Commi ssion’s file, and in particular HHG’s internal 
documents suggest that […].302 303 
(167)  Third , the Commission notes that there appears to be certain legal and/or contractual 
limitations on the use of the doctors’ data  by Ethniki  post-Transaction , which might 
limit the combined entity’s future use of doctors’ data (on the assumption that the 
combined entity would act in a lawful manner) : 
a) The processing of personal data, including the transmission of doctors’ data  to 
the Notifying Party and its subsequent processing, is subject to the applicable 
European rules dealing with data protection, notably  the GDPR (and the Greek 
Law 4624/2019 incorporating the provisions of the GDPR in Greece),304 and 
thus, the absence of the doctors’  consent in Ethniki sharing their respective 
existing data with HHG would entail breach of law, and likely significant 
                                                 
297  Questionnaire Q2 to private hospital services providers, Question 21.  
298  Questionnaire Q2 to private hospital services providers, Question 21.  
299  Questionnaire Q2 to private hospital services providers, Question 21.1.  
300  Minutes of call with HHG’s comp etitor, 25 October 2021, paragraph 25.  
301  Questionnaire Q2 to private hospital services providers, Question 20.  
302 Form CO, Annex 36, [CVC’S INTERNAL DOCUMENTS] , 15 March 2017, p. 10; Form CO, Annex 35, 
[CVC’S INTERNAL DOCUMENTS] , 8 February 2017, p. 29; F orm CO, Annex 76, [CVC’S 
INTERNAL DOCUMENTS] , January 2019, pp. 5 -6; Form CO, Annex 78, [CVC’S INTERNAL 
DOCUMENTS] , 14 January 2020, pp. 8 -9; and Form CO, Annex 79, [CVC’S INTERNAL 
DOCUMENTS] , 21 January 2021, p. 22.  
303  Form CO, Annex 998, [CVC’S ECONOMIC PAPER PREPARED IN THE CONTEXT OF THE 
TRANSACTION] , 13 October 2021 , pp. 12 -13.  
304 The Commission’s assessment is without prejudice to the assessment of the relevant issues by the 
competent data protection authorities.  In the remainder of this Section, the  Commission, while mindful 
that legal constraints may limit the combined entity’s possible future use of doctors’ data, will assess the 
effects of the Transaction on the assumption that such use could be achieved in a lawful manner.  
 
48 administrative fines from the Greek Data Protection Authority and reputational 
damage of Ethniki ; 305 and,  
b) The relationship between Ethniki and private general hospitals is governed b y 
legally binding contractual agreements, whose terms and conditions ensure 
confidentiality of information and protect  personal data. In particular, these 
terms read: “ [CONTRACTUAL TERMS] ”.306 Evidence from the Commission ’s 
file suggest s that this is a stand ard contractual term that is included in all 
contracts between Ethniki and private hospitals.307 The existence of the above 
contractual term, which  serves as an additional protective mechanism towards 
potentially unlawful conducts by Ethniki, is also referenced  by private hospital  
respondent s in the Commission’s market investigation .308 
(C)  Incentive to use doctor data to put HHG’s rivals at a competitive 
disadvantage   
(168)  The evidence in the Commission’s  file does not enable the Commission to conclude 
that the combined entity will have the incentive,  post-Transaction , to use doctor data 
to put HHG’s rivals at a competitive disadvantage for the following reasons.  
(169)  On the one hand, the results of the Commission’s market investigation suggest that 
the combined  entity could possibly have the incentive to use doctor data ,309 in order 
to be in position to poach the best doctors and attract more patients.310  
(170)  On the other hand , large-scale poaching of doctors from rival hospitals, by offering 
them more benefits compare d to their rivals, could  have a negative impact on HHG 
hospitals .   
(171)  First, incumbent HHG doctors would pressure to match the new doctors’ pay, 
leading to a spiralling of HHG’s doctor costs (which, according to the Notifying 
Party, already account for approximately […]% of HHG’s operating costs).311 This 
is also supported by an inter nal document of HHG prepared in 2019 which reads: 
[HHG’S INTERNAL DOCUMENTS] ”.312 
(172)  Second , newly recruited doctors in HHG hospitals would compete with incumbent 
doctors  (e.g., for operating rooms or beds) .313  The reaction of incumbent doctors 
could discourage HHG from engaging in large -scale poaching of doctors from rival 
                                                 
305  Form CO, paragraph 471. Moreover, the Notifying Party submits that even if Ethniki obtained the relevant 
doctors’ consent to share their data with HHG, Ethniki would not have an incentive to engage in such 
strategy, […]  (Form CO, paragraph 477).  
306  Form CO , Annex 476, Ethniki – Private Hospital Contract Template, Article 9 (1) and (2).  
307  Form CO, Annex 322, […]; Form CO, Annex 325, […]; Form CO, Annex 366, […]; Form CO, Annex 
375, […]; Form CO, Annex 369, […]; Form CO, Annex 393, […]; Form CO, Annex 404, […]; Form CO, 
Annex 409, […]; Form CO, Annex 425, […]; and, Form CO, Annex 447, […].  
308  Questionnaire Q2 to private hospital services providers, Question 34.1.  
309 Questionnaire Q2 to private hospital services providers, Question 35.  
310 Minutes of call with  HHG’s competitor, 24 September 2021, paragraph 25.  
311  Form CO, Annex 998, [CVC’S ECONOMIC PAPER PREPARED IN THE CONTEXT OF THE 
TRANSACTION], 13 October 2021, footnote 30.  
312  Form CO, Annex 76, [HHG’S INTERNAL DOCUMENTS] , January 2019, p. 4.  
313  Form CO,  Annex 998, [CVC’S ECONOMIC PAPER PREPARED IN THE CONTEXT OF THE 
TRANSACTION], 13 October 2021, p. 13; Form CO, Annex 1089, RFI 4, 11 October 2021 – First 
Submission, p. 9.  
 
49 hospitals.  In the Commission’s market investigation, the vast majority of private 
hospital respondents submit that before taking recruitment decisions, they take into 
account possible reactio ns of incumbent doctors with the same specialisation,314 not 
only when these concerns “ emanate from professional and scientific criteria ” but 
also with the intention of “ creat[ing] a cohesive well functioning team of doctors 
who complement each other and wor k well together ” and of avoiding “ conflict 
between doctors ”.315  
(D)  Effect on Competition  
(173)  The Commission considers that, even if post -Transaction the combined entity  had 
the ability and incentive to use data of HHG’s rivals and poach doctors , it is unclear 
whether this strategy would have any effect on competition for the following 
reasons.  
(174)  In the Commission’s market investigation, a ll private hospital respondents consider 
that, if HHG poached doctors from their hospital in a targeted manner, this wo uld 
affect their ability to compete effectively in the market.316  
(175)  However , the Commission’s investigation also indicates that there are reasons why 
even if doctors are successfully poached  by HHG using Ethniki’s data, it is not clear 
that they would  have an  exclusive relationship with HHG .  In particular,  doctors in 
Greece can be employed by multiple hospitals and their contracts may be terminated 
without cause at short notice, meaning they are generally mobile and not attached to 
specific hospitals.317 In this context, the Notifying Party submits that within HHG, 
doctors with exclusivity contracts represent , on average,  [10-20]%318 of all doctors 
employed  by HHG .319 One of HHG’s rivals  notes that it did not have any exclusive 
contracts with doctors until 202 0 and that “ doctors in Greece multi -home across 
hospitals ”.320  In the Commission’s market investigation, t he vast majority of private 
                                                 
314 Questionnaire Q2 to private hospital services providers, Question 22.  
315 Question naire Q2 to private hospital services providers, Question 22.1.  
316 Questionnaire Q2 to private hospital services providers, Question 35.1. See also HHG’s competitor, 
Outline of Theory of Harm, 10 June 2021, paragraph 4.17.  One competitor of HHG claimed th at the 
combination of the largest insurer (Ethniki) with the hospitals of HHG would create a strong patient -
steering effect which would be reinforced by the possibility for HHG hospitals to poach doctors due to 
data sharing with Ethniki (a feedback -loop ef fect). This would lead to a decline in occupancy rates and 
revenues, which would lower the quality of the services offered due to a decrease of investments and 
result in further long -term declines in occupancy due to decreased demand, creating a vicious ci rcle (see 
HHG’s competitor, Report on ToH, 27 September 2021, paragraph 4.6 and Minutes of call with HHG’s 
competitor, 22 November 2021, paragraph 12).  However, the Commission notes the following.  First , 
Ethniki would face significant competitive constra ints in health insurance services in Greece post -
Transaction (see recital (91) above) and following the acquisition of Metlife by NN it would no long er be 
the largest player in this market (see Table 1 above). Second , the Commission already concluded that the 
combined entity would not have the ability to engage in customer foreclosure post -Transaction against 
HHG’s rivals (see Section 5.5.2.1  above) and in any event, it is unlikely that the proposed Transaction 
would have a negative impact on effective competition in private hospital services (see Section 5.5.2.3  
above and the present Section).  Thus, the Commission considers that it is unlikely that a patient -steering 
effect would occur in the first place due to lack of ability of the combined entity, and in an y event, the 
Commission considers that the combined entity’s behaviour would not have any significant impact on 
occupancy rates and revenues of HHG’s rival hospitals.  
317  Form CO, paragraph 250.  
318  [HHG’S INTERNAL DATA]  (Form CO, Annex 270, [HHG’S INTERNA L DATA] , p. 2).  
319  Form CO, Annex 270, [HHG’S INTERNAL DATA] , p. 2.  
320  HHG’s competitor, Report on ToH, 27 September 2021, paragraph 3.40. 
 
50 hospital respondents confir m that a meaningful percentage of  their doctors multi -
home in various hospitals. More specifical ly, 40% of private hospital respondents 
sugges t that over 50% of their doctors multi -home, 30% that 30 -50% of their doctors 
multi-home and 20% indicate that 0 -30% multi -home.321  
(176)  One private hospital respondent explains that “ the doctors that are not in the “top -
tier” group usually multi -home, (…) which means that they can practice freely in 
multiple hospitals,  looking for e.g. cheaper alternatives, availability of operation 
rooms, and location closer to the patient  (…)”,322 whilst on the contrary , the 
respondent mentions that  “top-tier” doctors , that according to the private 
respondents generate a significant percentage of a private hospital’s yearly 
revenue,323 “generally do not practice elsewhere (i.e. they do not “multi -
home”) ”.324  
(177)  However , this is cont radicted by evidence in the Commission’s file, which suggest s 
that on average  less than [HHG’S INTERNAL DATA]325 326 
5.6.3.  Conclusion  
(178)  In light of the above , the Commission concludes  that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as a result of non-
coordinated effects in respect of general private hospital services in Attica, in 
particular due to the lack of ability of the combined entity to foreclose private 
hospitals in Attica by accessing their commercially sensitive information (doctors 
data) .327   
                                                 
321  Questionnaire Q2 to private hospital services providers, Question 19.  
322  Questionnaire Q2 to private hospital se rvices providers, Question 19.1.  
323  Questionnaire Q2 to private hospital services providers, Question 18.  
324  Questionnaire Q2 to private hospital services providers, Question 19.1.  
325  [HHG’S INTERNAL DATA]  (Form CO, Annex 270, [HHG’S INTERNAL DATA] , p. 2).  
326  Form CO, Annex 270, [HHG’S INTERNAL DATA] , p. 2.  
327  Respondents to the Commission’s market investigation indicate that private hospitals also share other 
possibly sensitive commercial information with health insurers in the context of compensation claims 
processing, such as cost data on special materials (e.g., implants), hospital fees for medical treatments, and 
hospital KPIs (e.g., occupancy rates, lists of doctors, future equipment acquisition plans) ( Questionnaire 
Q1 to competitors in health ins urance services, Question 36; Questionnaire Q2 to private hospital services 
providers, Question 37). However, the respondents to the Commission’s market investigation do not 
substantiate how this could impact competition on the market for general private h ospitals in Attica. The 
Commission also notes the following.  First , with regard to cost data on special materials, Ethniki’s 
cooperation agreements with private hospitals show that [CONTRACTUAL TERMS] (Form CO, Annex 
476, […]; Form CO, Annex 366, […]; For m CO, Annex 425, […]; Annex 447, […]). In any event, special 
materials represent [5 -10]% of private hospitals’ revenues (Form CO, Annex 79, [HHG’S INTERNAL 
DOCUMENTS] , 21 January 2021, p. 3). Second , private hospitals already make publicly available the 
price lists for their medical treatments in their official websites.  Third , there appears to be already today 
at least some transparency […] (Form CO, Annex 36, [CVC’S INTERNAL DOCUMENTS] , 15 March 
2017, p. 9 and Annex 39, [CVC’S INTERNAL DOCUMENTS] , 4 Octo ber 2017, p. 6). Fourth , several 
private hospitals publicly announce the arrival of new equipment and provide a list of all their doctors, 
including new doctors, in their official websites (e.g., AMG, IASO, and Mediteranneo (Doc IDs 1316, 
1325, and 1331). Fifth , the cooperation agreements between Ethniki and private hospitals include 
[CONTRACTUAL TERMS RELATED TO CONFIDENTIALITY OBLIGATIONS]  (Form CO, Annex 
476, […]; Form CO, Annex 366, […]; Form CO, Annex 447, […]; in the same vein, see Case  M.8960 – 
Adien t/Boeing/JV (Aircraft Seats) , decision of 5 October 2018, recital 97 ). 
 
51 6. CONCLUSION  
(179)  For the above reasons, 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)  
Margrethe VESTAGER  
Executive Vice -President