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,  23.02.2021 
C(2021)  1374 final  
PUBLIC VERSION 
Ontario Teachers’ Pension Plan Board  
5650 Yonge Street  
M2M 4H5 Toronto  
Canada  
 
Swiss Life GIO II Eur Holding SARL  
4a, Rue Albert Borschette  
L-1246 Luxembourg  
Luxembourg 
Subject : Case M. 10155 – OTPP / SL GIO II / SGI  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
(EC) No  139/20041 and Article 57 of the Agreement on the European 
Economic Area2  
Dear Sir or Madam,  
1. On 1 February 2021, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger  Regulation by which the 
undertakings Ontario Teachers’ Pension Plan Board (“OTPP”, Canada)  and Swiss 
Life GIO II Eur Holding S.À.R.L . (“SL GIO II”, Luxembourg) , belonging to Swiss 
Life Holding AG (“Swiss Life”, Switzerland), acquire within the meaning of Article 
3(1)(b) and Article 3(4) of the Merger Regulation joint control over the undertaking 
Societa Gasdotti Italia S.p.A. (“SGI”, Italy), currently  jointly  controlled by SL GIO II 
and MEIF 4  Sole Holdings S.À.R.L ., by way of purchase of shares .3 
2. The business activities of the undertakings concerned are:  
− for OTPP:  the administration of pension benefits and the investment of pension 
plan assets of teachers in the Canadian province of Ontario,  
                                                 
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 t hroughout 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 46, 09.2.2021 , p. 3. 

2 − for SL GIO II: a fund owned by Swiss Life, a provider of life insurances, 
pensions, health insurance and asset management,  
− for SGI: an independent transmission system operator (TSO) which owns a 
limited part of the Italian high pressure gas network . 
3. After examination of the notification, the European Commission has concluded that 
the notified operation falls within the scope of the Merger  Regulation and of 
paragraph 5 (b) of the Commission Notice on a simplified procedure for treatment of 
certain concentrations under Council Regulation (EC) No  139/2004.4 
4. For the reasons set out in the Notice on a simplified procedure, the European 
Commission has decided not to oppose the notified operation and to declare it 
compatible with the internal market and with the EEA Agreement. This decision is 
adopted in application of Article 6(1)(b) of the Merger  Regulation and Article 57 of 
the EEA Agreement . 
For the Commission  
 
 
(Signed)  
Olivier GUERSENT  
Director -General  
 
                                                 
4  OJ C 366, 14.12.2013, p. 5.