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, 29.6.2021  
C(2021)  4927 final   
PUBLIC VERSION 
 
Allianz S.p.A  
Piazza Tre Torri No. 3  
20145 Milan  
Italy 
Subject : Case M. 10229 – Allianz/Aviva Italia  
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 27 May 2021,  the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regul ation by which Allianz 
S.p.A. (“ Allianz ”, Italy  or the “ Notifying Party ”) acquires within the meaning of 
Article 3(1)(b) of the Merger Regulation sole control of the whole of Aviva Italia 
S.p.A (“Aviva Italia ”, Italy)  by way of purchase of share s3. Together, Allianz and 
Aviva Italia are referred to hereinafter  as 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’).  
3  Publication in the Official Journal of the European Union No C 210, 03.06.2021, p. 8 . 
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information omitted has been replaced by ranges of figures or a general description.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 PARTIES  
(2) Allianz  is a joint stock company active in the provision and distribution of both life 
and non- life insurance, as well  as being active in the reinsurance sector  in Italy . It is 
part of the Allianz Group, which provides financial services mainly in the field of 
life and non- life insurance and asset management.  
(3) Aviva Italia  is a joint stock company active in the market for non -life insurance 
products in Italy. Aviva  Italia is currently wholly owned by Aviva Italia Holding 
S.p.A  (“AIH”, Italy), part of Aviva Group, which is active in the insurance sector.  
2. THE TRANSACTION  
(4) Pursuant to a share purchase agreement, dated 3 March 2021, Allianz will acquire 100% of the issue d share capital of Aviva Italia from AIH (the “Transaction”). As a 
result, Allianz will acquire sole control over Aviva Italia.  
(5) The Transaction would therefore give rise to a concentration within the meaning of 
Article 3(1)(b) of the Merger Regulation.  
3. U
NION  DIMENSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million  (Allianz Group : EUR 142 508 million; Aviva Italia : 
[…])4. Each of them has a  Union -wide turnover in excess of EUR 250 million  
(Allianz Gr oup: […]; Aviva Italia: […] ). Aviva Italia achieves more than two -thirds 
of its aggregate EU -wide turnover in Italy, but Allianz Group does not.  
(7) Therefore, the notified concentration has an EU dimension pursuant to Article 1(2) of the Merger Regulation.  
4. R
ELEVANT MARKETS  
(8) Aviva Italia is an insurance company active principally in the provision and direct 
distribution of non -life insurance services in Italy. Allianz also o ffers such services 
in Italy.5  
(9) The Parties’ activities overlap mainly in credit and suretyship insurance. The  
Transaction  also gives rise to a number of horizontal and vertical overlaps between 
the Parties’ activities in non -life insurance sector in Italy  that do not result in 
affected markets6. These are not discussed further in the present Decision.  
                                                
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
5  In addition to Allianz, some other (branches of) companies belonging to Allianz Group are active in the 
non-life insurance sector in Italy. These include Allianz Global Corporate & Speciality, Allianz Partners, 
Euler Hermes and Allianz Worldwide Care. I n the remainder of the decision , references to the activities of 
Allianz include also activities of these entities.  
6  The Parties overlap in all segments of the non -life insurance market listed in re cital (12). However, with 
the exception of credit and suretyship insurance, the combined market share of the Parties in 2020, 2019, and 2018 was below 20% in each of these plausible relevant market s and their sub-segments or the 
 
 
3 (10) The remainder of this Section discusses market definitions in the non -life insurance 
sector, which are relevant for the analysis of the horizontal and non- horizontal 
overlaps in the Parties’  activities .  
4.1. Credit and suretyship insurance  
4.1.1.  Product market definition  
4.1.1.1.  Previous Commission decisions  
(11) In its decisional practice, the Commission consistently identifies three categories of 
insurance services: life insurance; non -life insurance; and reinsurance.7 
(12) As regards non -life insurance products, the Commission’s consistent approach is to 
consider that relevant product markets can be divided along the lines of the risks 
insured. The Commission’s previous decisional practice  typically considers a 
distin ction b etween  the following non- life insurance products : (i) accident and 
sickness, (ii) motor vehicle, (iii) property, (iv) liability, (v) marine, aviation and 
transport (“MAT”), (vi) credit and suretyship, and (vii) travel insurance.8   
(13) As indicated at recital (9) above, the Parties’ insurance activities result in affected 
horizontal and vertical overlap s only in credit and suretyship insurance. Credit and 
suretyship insura nce products offer protection to insured parties (including suppliers 
of goods and services) against the effect of insolvency of a debtor or against 
extended late payments.9 In relation to credit and suretyship insurance, the 
Commission in the past conside red five types of services:10 (i) delcredere 
insurance;11 (ii) capital goods insurance;12 (iii) consumer credit insurance;13 
(iv) fidelity insurance;14 and (v) guarantee insurance.15 In its most recent decisional 
                                                                                                                                                
Parties’ activities did not overlap. Regarding vertical links, the Parties’ individual or combined market 
share was below 30% in each of these plausible relevant market s and their sub -segments, with the 
exception of delcredere insurance.  Moreover, both Parties have minimal activities in the distribution of 
their own non- life insurance products. The combined market share of the Parties in a market for insurance 
distribution is less than 5 -10% under any plausible market definition (Form CO , fn. 24 and fn. 37).  
7  See recently, Commission decision of 29 July 2020, Case M.9796 –  Uniqa/Axa (Insurance, Asset 
Management and Pensions –  Czechia, Poland and Slovakia),  recital  7 and Commission decision of 
26 September 2019, Case M.9432 – Allianz Hol dings/Legal and General Insurance , recital s 7ff.  
8  See recently, Commission decision of 29 July 2020, Case M.9796 – Uniqa/Axa (Insurance, Asset 
Management and Pensions –  Czechia, Poland and Slovakia),  recital  9; Commission decision of 
10 December 2018, Case M.9056 –  Generali CEE/AS , recital  12; and Commission decision of 
7 April  2017, Case M.8257 – NN Group/Delta Lloyd , recital  73. 
9  Commission decision of 8 May 1998, Case M.1082 –  Allianz/AGF , recital  17.  
10  See recently, Commission decision of 19 November 2012, Case M.6743 -  Talanx International/Meiji 
Yasuda Life Insurance Company/Hdi Poland , recital s 38-39.    
11  Delcredere insurance services protect policy holders against insolvency of their clients in th e domestic 
market and abroad (see Commission decision of 8 May 1998, Case M.1082 – Allianz/AGF , recital  17).  
12  Capital goods insurance services cover insolvency risks deriving from the purchase of installations and 
factories in the domestic market of the  insured party and abroad (se e Commission decision of 
19 May 1998, Case M.1101 – Hermes/Sampo/FGB -FCIC , recital  26).  
13  Consumer credit insurance covers the ability of policyholders to meet credit repayments vis -a-vis banks 
and other financial institution s (cf. Commission decision of 8 May 1998, Case M.1082 –  Allianz/AGF, 
recital  20).  
14  Fidelity insurance services cover internal risks deriving from illicit actions committed by employees of the 
insured (Commission decision of 19 May 1998, Case M.1101 –  Hermes/Sampo/FGB -FCIC, recital  25).  
 
4 practice, the Commission left open the question w hether there is one single market 
for all credit and suretyship insurance services or whether separate markets should 
be defined for each type of services listed under (i) -(v) above.16   
4.1.1.2.  Notifying Party’s view  
(14) In the present case, the Notifying Party consid ers that the precise product market 
definition should be left open because the  Transaction does not give rise to 
competition concerns under any plausible product market definition .17  
4.1.1.3.  Commission’s assessment  
(15) The Commission’s investigation did not provide any indications that it would be 
appropriate for the Commission  to depart from its previous decisional practice to 
consider  a distinct market for  credit and suretyship insurance . 
(16) In this case, the question whe ther the market for credit and suretyship insurance 
should be further narrowed in line with the five types of service listed at recital (13)  
above can be left open  since the Transaction does not give rise to serious doubts as 
to its compatibility with the internal market or  the functioning of the EEA agreement  
under any of these narrower plausible market definition s. 
4.1.2.  Geographic market definition  
4.1.2.1.  Previous Commission de cisions  
(17) In previous decisions, the Commission has considered that the markets for non -life 
insurance products and their sub -segment ations  are likely national in scope, and 
potentially wider than national for certain risk classes of non -life insurance  (e.g., for 
MAT insurance) .18   
(18) The Commission  has consistently considered the relevant market for credit and 
suretyship insurance services (and its possible sub -segments) to be national in 
scope.19  
4.1.2.2.  Notifying Party’s view  
(19) The Notifying Party did not contest that the relevant markets concerning non -life 
insurance services in general and credit and suretyship insurance in particular  are 
national in scope . The Notifying Party  added that it is the established practice of the 
                                                                                                                                                
15  Guarantee insurance is a type of insurance which covers the will to perform certain contractual or 
statutory obligations (Commission decision of 29 March 2006, Case M.3786 – BPI/Euler Hermes/Cosec , 
recital  17). 
16  Commission decision of 19 November 2012, Case M.6743 -- Talanx International/Meiji Yasuda Life 
Insurance Company/Hdi Poland, recital s 38-39; Commission decision of 4 April 2012, Case M.6521 – 
Talanx International/Meiji Yasuda Life Insurance/Warta , recital s 48-49; Commission decision of 
15 April  2008, Case M.5083, Groupama/OTP Garancia , recital s 12-13.  
17  Form CO, recital  6.13.  
18  See recently, Commission decision of 29 July 2020, Case M.9796 –  Uniqa/Axa (Insurance, Asset 
Management and Pensions – Czechia,  Poland and Slovakia) , recital  10.  
19  See recently, Commission decision of 19 November 2012, Case M.6743 --  Talanx International/Meiji 
Yasuda Life Insurance Company/Hdi Poland , recitals 65 -67.  
 
5 Italian Competition Authority to consider the relevant markets for non- life insurance 
services as national in scope.20    
4.1.2.3.  Commission’s assessment  
(20) The Commission’s investigation did not provide any indications that would require 
the Commission to depart from its previous decisional practice  on the geographic 
scope of the markets for non- life insurance services (including the market for credit 
and suretyship insurance and its possible sub -segments)  being national .  
(21) For the purposes of this decision, therefore, the Commission considers the 
geographic scope of the market for credit and suretyship insurance ( and its possible 
sub-segments ) to be national in scope.  
4.2. Insurance distribution 
4.2.1.  Product market definition  
4.2.1.1.  Previous Commission decisions  
(22) Insurance products are distributed by brokers (“brokerage dis tribution”), or through 
other channels (“direct distribution”). Direct distribution channels include 
distribution by the insurers themselves through own sales forces (“pure direct 
distribution” or other outward channels (e.g., agents, banks, or other insur ers).  
(23) Brokerage distribution is generally required by large corporations that require 
professional broker advice and complex customized insurance solutions when  
insuring large and complex risks. In previous Decisions , the Commission has 
considered the distribution of insurance via brokers as a separate product market, as 
most customers consider that the other channels are not substitutes for brok erage  
services.21 
(24) The Commission has previously  identified a market for the distribution of insurance 
products, but has left open the question of whether this market includes only outward 
channels, or both outward chan nels and pure direct distribution.22 However, for the 
purposes of this Decision, only a market for insurance distr ibution including both 
outward channels and pure direct distribution is relevant as  both Allianz and Aviva 
Italia are each involved in pure direct distribution  only (they  do not distribute third-
party products ).23 The remainder of this Decision therefore refers to a plausible 
market for direct insurance distribution including both pure direct distribution and 
other outward  channels .24  
                                                
20  IAA, Decision of 17 March 2020, No. 28193. Case C12283 -- Intesa Sanpaolo/RBM Assicurazione 
Salute ; IAA, Decision of 5 March 2014, No. 24828 --  Case C11936 –  Societa Cattolica di 
Assicurazione/Fata Assicurazioni Danni .   
21  See recently Commission decision of 22 March 2019, Case M.9196 –  March & McLennan 
Companies/Jardine Lloyd Thompson Group , recital 14.  
22  See e.g., Commission decision of 26 June 2019, Case M.9432 –  Allianz Holdings/Legal and General 
Insurance , recital  21; Commission decision of 18 October 2017, Case M.8617 – Allianz/LV General 
Insurance  Business, recital  22. 
23  Form CO, recital s 6.5 and 6.6.  
24  Direct distribution only is not a plausible market. It includes the sales forces and office network of 
insurance companies themselves that is by definition not open to other competing insurance pr oviders.  
 
6 (25) The Commission previously considered that a distinction could be made between the 
distribution of (i) life and (ii) non- life insurance products , as different providers tend 
to be involved and the distribution of life insurance in Europe is regulated separately from other types of insurance but ultimately left the exact product market definition 
open .
25 
4.2.1.2.  Notifying Party’s view  
(26) In the present case, the Notifying Party considers that the precise product market 
definition regarding insurance distribution  should be left open because the 
Transaction does not give rise to competition concerns under an y plausible product 
market definitio n.26 
4.2.1.3.  Commission’s assessment  
(27) The Commission’s investigation did not provide any indications that it would be appropriate for the Commission  to depart from its previous decisional practice of 
distinguishing separate markets for insurance distribution between  brokerage 
distribution and other direct insurance distribution channels .
27  
(28) In this case, t he exact product market definition for direct insurance distribution can 
be left open since the Transaction does not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA agreement 
under any plausible market for direct distribution  (i.e., direct distribution including 
pure direct distribution; direct distribution excluding pure direct distribution; life 
insurance direct distribution including pure direct distribution; life insurance direct 
distribution excluding pure direct distribution; non -life insurance direct distribut ion 
including pure direct distribution; and non -life insurance direct distribution 
excluding pure direct distribution). The market for direct insurance distribution is 
hereinafter referred as the market for “ insurance distribution ”. 
4.2.2.  Geographic market defin ition 
4.2.2.1.  Previous Commission decisions  
(29) In previous decisions, the Commission has generally considered the market for the 
distribution of insurance products  and non- life insurance products  (including the 
distribution of non -life insurance products) and its var ious sub -segments as 
national.28   
                                                
25  See e.g., Commission decision of 26 June 2019, Case M.9432 –  Allianz Holdings/Legal and General 
Insurance , recital  21; Commission decision of 18 October 2017, Case M.8617 – Allianz/LV General 
Insurance Business , recital  22, Commission decision of 22 March 2019, Case M.9196 – March & 
McLennan Companies/Jardine Lloyd Thompson Group, recital 10.  
26  Form CO, recital  6.20.  
27  We n ote, however, that previous Decisions where the Commission considered the markets for brokerage 
distribution (e.g. decision of 22 March 2019, Case M.9196 – March & McLennan Companies/Jardine 
Lloyd Thompson Group)  relate  largely to brokerage for large corporate clients  and complex risks , where 
the distinction between brokerage and other channels is clearer than in case of individual clients  for more 
simple risks . 
28  See e.g., Commission decision of 26 June 2019, Case M.9432 –  Allianz Holdings/Legal and General 
Insurance , recital  22; Commission decision of 18 October 2017, Case M.8617 – Allianz/LV General 
Insurance Busine ss, recital 25.  
 
7 (30) For insurance distribution in Italy, the Commission has also considered  in the past a 
geographic market definition that is narrower than national, i.e., at the level of 
province in Italy .29 In that case, t he Commission ulti mately left open the question 
whether the market(s) for insurance distribution cover the whole of Italy or whether there are separate markets for each province in Italy.
30 
4.2.2.2.  Notifying Party’s view  
(31) In the present case, the Notifying Party considers that th e precise geographic market 
definition can  be left open because the Transaction does not give rise to competition 
concerns under any plausible geographic market definition .31 
4.2.2.3.  Commission’s assessment  
(32) The Commission’s investigation did not provide any indications that would require 
the Commission to depart from its previous decisional practice  that the geographic 
market for insurance distribution  is at most national in scope.  
(33) The question whether the geographic  market definition  should be further narrowed 
(i.e. to the level of each province in Italy)  can be left open since the Transaction does 
not give rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA  agreement under either  plausible geographic market 
definition . 
5. COMPETITIVE ASSESSMENT  
5.1. Introduction 
(34) 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.  
(35) A merger giving rise to a significant impediment of eff ective competition may do so 
as a result of the creation or strengthening of a dominant position in the relevant 
market(s). Moreover, mergers in oligopolistic markets involving the elimination of  
the important competitive constraints that the parties previ ously exerted on each 
other, together with a reduction of competitive pressure on the remaining 
competitors, may also result in a significant impediment to effective competition, 
even in the absence of dominance.  
(36) The Commission Guidelines on the assessment  of horizontal mergers under the 
Merger Regulation (the “Horizontal Merger Guidelines”)32 describe horizontal non-
coordinated effects as follows: “ A merger may significantly impede effective 
                                                
29  See Commission decision of 10 June 2014, Case M.7233 –  Allianz/Going Concern of Unipolsai 
Assicurazioni , recital s 23-26. 
30  See Commission decision of 10 June 2014, Case M.7233 –  Allianz/Going Concern of Unipolsai 
Assicurazioni , recital  26.   
31  Form CO, paragraph 6.23.  
32  OJ C 31, 5.2.2004, p. 5.  
 
8 competition in a market by removing important competitive constrai nts on one or 
more sellers who consequently have increased market power. The most direct effect 
of the merger will be the loss of competition between the merging firms. For 
example, if prior to the merger one of the merging firms had raised its price, it 
would have lost some sales to the other merging firm. The merger removes this 
particular constraint. Non- merging firms in the same market can also benefit from 
the reduction of competitive pressure that results from the merger, since the merging 
firms’ pric e increase may switch some demand to the rival firms, which, in turn, may 
find it profitable to increase their prices. The reduction in these competitive constraints could lead to significant price increases in the relevant market. ”
33 
(37) The Horizontal Merger Guidelines list a number of factors which may influence whether or not significant non- coordinated effects are likely to result from a merger, 
such as the large market shares of the merging firms, the fact that the merging firms 
are close competitors, the limited possibilities for customers to switch suppliers, or 
the fact that the merger would eliminate an important competitive force.
34 That list 
of factors applies equally regardless of whether a merger would create or strengthen 
a dominant position, or wou ld otherwise significantly impede effective competition 
due to non -coordinated effects. Furthermore, not all of these factors need to be 
present for significant non- coordinated effects to be likely. The list of factors, each 
of which is not necessarily dec isive in its own right, is also not an exhaustive list.35  
(38) Finally, the Horizontal Merger Guidelines describe a number of factors, which could 
counteract the harmful effects of the merger on competition, including the likelihood 
of buyer power, the entry of  new competitors on the market, and efficiencies.  
(39) In addition, the Commission Guidelines on the assessment of non- horizontal mergers 
under the Merger Regulation (the "Non -horizontal Merger Guidelines") distinguish 
between  two main ways in which vertical me rgers may significantly impede 
effective competition, namely input foreclosure and customer foreclosure.36  
(40) For a transaction to raise input foreclosure competition concerns, the merged entity 
must have a significant degree of market power upstream.37 In assessing the 
likelihood of an anticompetitive input foreclosure strategy, the Commission has to examine whether (i) the merged entity would have the ability to substantially 
foreclose access to inputs ; (ii) whether it would have the incentive to do so ; and 
(iii) whether a foreclosure strategy would have a significant detrimental effect on 
competition downstream.
38  
(41) For a transaction to raise customer foreclosure competition concerns, the merged 
entity must  be an important customer with a significant deg ree of market power in 
the downstream market.39 In assessing the likelihood of an anticompetitive customer 
foreclosure strategy, the Commission has to examine whether  (i) the merged entity 
would have the ability to foreclose access to downstream markets by reducing its 
                                                
33  Horizontal Merger Guidelines, paragraph 24.  
34  Horizontal Merger Guidelines, paragraphs 27 and following.  
35  Horizontal Merger Guidelines, paragraphs 24 -38. 
36  OJ L 24, 29.1.2004, p. 1.  
37  Non-horizontal Merger Guidelines, paragraph 35.  
38  Non-horizontal Merger Guidelines, paragraph 32.  
39  Non-horizontal Merger Guidelines, paragraph 61.  
 
9 purchases from upstream rivals; (ii) whether it would have the incentive to do so; 
and (iii) whether a foreclosure strategy would have a significant detrimental effect 
on consumers in the downstream market.40 
5.2. Overview of Affected Markets  
(42) On the basis of the above market definitions and the Parties' activities, the 
Transaction results in the following affected markets:  
(a) the provision of credit and suretyship insurance services in Italy ; and  
(b) the provision of credit and suretyship insurance (if the product market was 
limited to delcredere insurance ) (upstream)  and (non- life) insurance 
distribution in Italy or in each Italian province  (downstream).   
5.3. Horizontally affected market ( Credit and suretyship insurance in Italy)  
(43) The activities of the Parties in non- life insurance services only give rise to a  
horizontally affected market in the plausible market for credit and suretyship 
insurance services in Italy.41 
(44) Table 1 below shows the market shares  of the Parties and their competitors  in the 
credit and suretyship insurance  market in Italy in the last three years.  
                                                
40  Non-horizontal Merger Guidelines, paragraph 59.  
41  The proposed Transaction does not give rise to hori zontally affected markets in any of the plausible 
narrower markets related to credit and suretyship insurance services (listed in recital  (13) above ). The 
Parties’ activities do not overlap in delcredere insurance in I taly (only Allianz is active). N either  of the 
Parties is active in capital goods insurance or i n fidelity insurance in Italy. The Parties are both active in 
consumer credit insurance and  in guarantee insurance in Italy but their combined share was below 20% 
in 2020, 2019, and 2018.  
 
10  
(45) Post-Transaction, the combined share of the Parties in the market for credit and 
suretyship insurance in Italy would be 25.3% .42 The Transaction  is unlikely to give 
rise to competition  conc erns in this market for the following rea sons:  
(a) Post-Transaction, the combined share of the Parties will remain limited 
at 25.3%. This is very close to the 25% threshold set out in the Horizontal 
Merger Guidelines, below which a concentration is considered “ not liable to 
                                                
42  Form CO, Table 6. Market shares are estimated on the basis of the GWP (“Gross Written Premiums”) of 
insurance products provided.   
Table 1 -- Market shares in Credit and Suretyship Insurance in Italy  (Form CO, Table 13)  


 
13 (48) Both Parties distribute insurance products in Italy. Allianz distributes ( through pure 
direc t distribut ion) [10-20]% of its non -life insurance products in the country and 
Aviva Italia distributes  (through pure direct  distribution ) [0-5]% of its non -life 
insurance products.49 The remainder of Allianz’s and Aviva Italia’s non -life 
insurance products are distri buted through other outward channels.  Neither Allianz 
nor Aviva distribute any third- party insurance products. The Notifying Party submit s 
that pure direct distribution plays a marginal role for non -life insurance distribution 
in Italy, accounting for less than 5% of the GWP from produc ts distri buted in the 
country. As a result, the  Notifying Party estimates that Allianz and Aviva Italia held 
a combined share of less than [5 -10]% in  2020 in the market for non -life insurance 
distribution in Italy.50   
(49) The Transaction results in the following vertical link, which  gives rise to affected 
markets: credit and suretyship insurance (if the product market was limited to 
delcredere insurance (upstream)) and (non- life) insurance distribution in Italy or in 
each Italian province (downstream).  
(50) The Commission no tes that, given the Parties’ similar market positions across all 
Italian provinces ,51 the competitive assessment in this section applies equally  
regardless of whether the geographic market is defined as national or each Italian 
province . 
5.4.1.  Input foreclosure  
(51) The Transaction is unlikely to give rise to competition concerns in the downstream 
market for (non -life) insurance distribution  as a result of input foreclosure 
(regardless of this market’s precise geographic scope) .   
(52) First , the combined entity does not s eem to have the ability  to restrict access to 
important inputs for competitors  in the downstream market:   
(a) Delcredere insurance represents only a small part of all (non -life) insurance 
services in Italy. According to the Notifying Party , delcredere insuranc e 
GWP represented only 1.2% of the total GWP from non -life insurance 
products in Italy in 2020.  The combined entity would not be able to foreclose 
competitors in the downstream market for (non -life) insurance distribution by 
restricting access to such a sm all part of the insurance products distributed in 
Italy; and  
(b) While Allianz is the number one player in delcredere insurance in Italy, other competitors are active in this market, including Coface (with a [20- 30]% 
share), Atradius Credito Y Caucion ( [10-20]%) and Sace BT ( [5-10]%) (see 
Table 3 above) . Post-Transaction, insurance distributors could turn to these 
suppliers to continue offering delcredere insurance if the co mbined entity 
restricted access to its input.  
                                                
49  Form CO, paragraph 7.30.  
50  The Notifying Party considers that the P arties  also held a share of less than [5-10] % in a broader plausible 
market for (life and non -life) insurance distribution in  Italy in 2020 (Form CO, footnote 24). The 
Notifying Party  also confirmed that the Parties held  a share of less than 5 -10% in the p lausible markets for 
insurance distribution or non-life insurance distribution in each province in Italy (Form CO, footnote 37).   
51  See footnote 50 above.  
 
14 (53) Second, the vertical link between the market for delcredere insurance in Italy 
(upstream) and  (non- life) insurance distribution in Italy (downstream) exists already 
today -- Allianz is active in both markets. Aviva Italia is only active downstream 
(with a share of approximately [0 -5]%)52 and in any event , it does not distribute 
delcredere insurance services.53 Today, Allianz distributes the vast majority 
(~[90-100]%) of its insurance products through third parties and does not engage in 
input foreclosure . Allianz’s incentives  in this respect are unlikely to change post -
Transaction, given Aviva Italia ’s limited position  in the downstream market . 
(54) Given that  the combined entity would have n either the  ability nor the incentive to 
foreclose its downstream rivals in (non- life) insurance distribution in Italy , any 
attempted foreclosure strategy would have no impact on the (non -life) insurance 
distribution marke t in Italy.  
(55) The above  conclusion is further supported by  the fact that , in the course of its 
investigation, the Commission  did not receive any feedback  from the Parties’ 
customers or competitors suggesting that the Transaction could give rise to competition concerns in the downstream market for (non -life) insur ance distribution 
in Italy  (regardless of this market’s precise geographic scope).  
5.4.2.  Customer foreclosure  
(56) The Transaction is unlikely to give rise to competition concerns in the upstream market for delcredere insurance as a result of customer foreclosure. The combined 
entity does not seem to have the ability  to engage in customer foreclosure to the 
detriment of delcredere insurance rivals for the following reasons:  
(a) Today, none of the competitors in the market for delcredere insurance in Italy 
relies on All ianz or Aviva Italia for the d istribution of their products. Allianz 
and Aviva Italia each distribute their own insurance product s;  
(b) The combined entity does not hold a significant degree of market power in 
the downstream market for (non -life) insurance di stribution. Rather, the 
combined entity would only hold a market share of  [5-10]% or less in  the 
downstream market  for insurance distribution in Italy (regardless of the 
precise product market delineation);54 and 
(c) The share  of the combined entity  in the  mark et for  (non- life) insurance 
distribution reflects  the limited importance of pure direct distribution as a 
distribution channel for insurance  products in general, but also  specifically 
for delcredere insurance products in Italy . According to the Notifying P arty, 
the vast majority ( 90% of GWP) of delcredere insurance products in Italy is 
distributed through other channels (including agencies, distance selling and financial intermediaries ).
55 Each of these channels  would  remain available to 
delcredere insurance competitors  post-Transaction . 
                                                
52  Form CO, paragraph 7.30.  
53  Form CO, paragraph 7.33.  
54  The Notifying Party  also confirmed that Allianz and Aviva Italia hold a share of less than 5 -10% in the 
plausible markets for insurance distribution or non -life insurance distribution in each province in Italy 
(Form CO, footnote 37).   
55  See Reply to RFI 8, of 2 June 2021.  
 
15 (57) Given that  the combined entity would not have the ability to foreclose its upstream 
rivals in the provision of delcredere insurance in Italy , it would also  not have an 
incentive to attempt a  foreclosure as it would not be able to gain anything from such 
a strategy. In the absence of the ability to foreclose, any foreclosure strategy by the 
combined entity would have no impact on the market for delcredere insurance in 
Italy.   
(58) The above conclus ion is further supported by the fact that , in the course of its 
investigation, the Commission  did not receive any feedback from the Parties’ 
customers or competitors  suggesting that the Transaction could give rise to 
competition concerns in the upstream market for delcredere insurance in Italy . 
5.4.3.  Conclusion  
(59) In light of the above considerations, the Commission concludes that the Transaction 
does not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EEA agreement  as a result of either input or customer foreclosure 
on the markets for (non- life) insurance distribution in Italy or in each Italian 
province (downstream)  or credit and suretyship insurance ( upstream) in Italy. 
6. CONCLUSION  
(60) 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