Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europe se 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, 30.9.2020  
C(2020 ) 6817 final  
PUBLIC VERSION  
 
To the notifying parties  
Subject : Case M. 9810  – Natixis Investment Managers/La Banque Postale/JV  
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 26 August 2020 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation and following a referral 
pursuant to Article 4(5) thereof by which3 Natixis Investment Managers (“NIM”, 
France)  and La Banque Postale (“LBP”, France)  acquire within the meaning of 
Article s 3(1)(b) and 3(4) of the Merger Regulation joint control of a newly created 
joint venture (the “JV”) that will c onsist in the combination of a large part of the 
asset management activities of (i) Ostrum Asset Management (“Ostrum AM”, 
France) and (ii) La Banque Postale Assets Management (“LBPAM”, France), (the 
“Transaction” ). NIM and LBP , along with the group of companies to which they 
respectively belong , are designated hereinafter as “ the Notifying P arties ” and, 
together with the JV 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 289, 01.09.2020 , p. 5. 
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information omitted has been replaced by 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) NIM is a wholly owned subsidiary of the corporate and investment bank Natixis , 
active in asset management and fund administration. NIM  owns Ostrum AM, an 
asset management company, which primarily offers its services to institutional and 
corporate clients. NIM and Natixis are ultimately contr olled by Banque Populaire 
Caisse d’Epargne (“ BPCE ”, France). BPCE is primarily active in three main lines of 
business, namely (i) retail banking and financial services, (ii) investment banking 
and (iii) asset management and insurance.  
(3) LBP is a credit insti tution active in the banking sector, through the offering of (i) 
retail banking, (ii) commercial banking and (iii) asset management. LPB controls 
LBPAM, an asset management company primarily active  in France. LBP is  also 
active in the insurance sector (lif e and non -life insurance ), notably  through its 
subsidiary CNP Assurances (“ CNP ”, France).  LBP is a wholly -owned subsidiary of 
La Poste , which is controlled by the Caisse des Dépôts et Consignations (“ CDC ”, 
France), a French public financial institution . 
(4) The JV will consist in the combination of a large part of the asset management 
activities of (i) Ostrum AM and (ii) LBPAM. It will be active in asset management 
and fund administration, primarily in France.  
2. THE OPERATION  
(5) On 26 July 2019 , the Notifying Part ies entered into an agreement providing for the 
creation of a JV, combin ing a large part of the asset management activities  of 
(i) Ostrum A M and (ii) L BPAM . The Transaction will be carried out in several steps, 
through (i) a carve -out of LBPAM’s activities  not to be transferred to the JV, (ii) a 
carve -out, within Ostrum AM of the activities excluded from the perimeter of the JV, 
(iii) the absorption, by Ostrum AM, of LBPAM, together constituting the JV, and 
(iv) the acquisition by LBP of 55% of the shares i n the newly created JV.  
(6) Pursuant to the Shareholders’ Agreement signed on 28 June 2020, NIM will hold the 
majority of shares and voting rights  of the JV, with a 55% share, while LBP will 
own the remaining 45% share .4 Nevertheless , the initial business plan  for 2021 -2025  
will be commonly agree d between LBP and NIM , and LPB’s approval is de facto  
required for the adoption of all subsequent business plans, and notably the next 
business  plan for 2026 -2030.5 Furthermore, LBP will also have specific veto rights 
over a number of strategic commercial decisions of the JV, namely ( i) the annual 
budget, in case it deviates by at least 22.5% from the budget provided for in the 
business plan , and ( ii) strategic IT decisions, being noted that the IT system 
constitutes a k ey feature of the JV’s activities .6 Lastly, LBP will appoint the JV’s 
deputy managing director.  
                                                 
4  In addition, NIM will appoint the majority of the JV’s board members (n amely six) out of eleve n, while 
the Board’s decisions will be adopted by simple majority as a basic principle.  
5  Under the Shareholders’ Agreement, in case of a deadlock, the B oard could adopt the business plan with a 
simple majority. […] However, in practice, this casting vote appears  to be of  limited relevance and 
effectiveness , in particular because  […] 
6  Pursuant to the Shareholders’ Agreement, strategic IT decisions include […]. 
 
 
3 (7) The JV will therefore be jointly controlled by NIM and LBP.  
(8) Furthermore,  each of Ostrum AM and LBPAM will transfer to the JV their existing 
asset management  activities, including management  strategies regarding (i) direct 
rate insuran ce, (ii) rate and currenc y, (iii) credit ( excluding  convertible s), (iv) multi -
strategy, (v) monetary  and (vi)  share  insurance, including for each of these 
management strategies t he outstanding amounts under dedicated mandates and funds 
as well as those under open funds.  The functions of fund administration (middle 
office  and back office ) and the employees affected to the activities attributed to the 
JV will also be transferred .7 The JV will also have a direct relationship with some of 
its clients and when providing  services to its parents, the JV will charge such 
services at market price.8 In addition, the JV will operate on a lasting basis, as the 
terms of the agreement establishi ng its creation provide for an initial duration of 
operation until 31 December 2030, renewable for three -year periods.  The JV will 
there fore be fully functional.9 
(9) In light of the elements set out above , the Commission considers that the Transaction 
involve s the acquisition of joint control of a newly c reated full -function JV by NIM  
and LBP , within the meaning of Articles 3(1)(b) and 3(4) of the EU Merger 
Regulation.  
3. EU DIMENSION  
(10) The Transaction does not meet the thresholds laid down in Article 1(2) and Article 
1(3) of the Merger Regulation. In accordance with Article 4(5) of the Merger 
Regulation, the  Notifying  Parties requested a referral to the Commission on the 
grounds that the  case would be reviewable under the national merger control laws of 
21 Member States, namely Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech ia, 
Finland, France, Germany, Hungary, Ireland, Italy, Lithuania, Netherlands, Poland, 
Portugal, Romania, Slovaki a, Slovenia, Spain and Sweden . No Member State 
expressed disagreement with this request and the case was referred to the 
Commission on 12 August 20 20.  
4. DEFINITION OF THE REL EVANT MARKETS  
4.1. Introduction  
(11) The JV will be active in asset management and fund admin istration, while (i) NIM 
will retain some activities in asset management and fund administration, (ii) LBP 
will retain some activities in asset management, and (iii) both are active at group 
level (i.e. BPCE for NIM and CDC for LBP) in a wide range of acti vities, some of 
which are vertically linked with asset management and fund administration.  
                                                 
7  See paragraph 94 of the Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 
on the control of concentrations between undertakings  (“CJN”); OJ C95, 16.04.2008, p.5.  
8  See paragraph 98 of the CJN.  
9  See paragraph 103 of the CJN.  
 
 
4 4.2. Market definitions  
4.2.1.  Product market definitions  
4.2.1.1.  Asset management  
(12) Asset management encompasses the provision and potential implementation of 
investment advice.  
Notifying Parties’ view  
(13) The Notifying Parties generally agree with the Commission  precedents defining a 
market for asset management , but su bmit with respect to a potential segmentation by 
type of customer, i.e. between retail customers  (e.g. collective investment schemes ) 
and institutional clients,  that large corporations could also be akin to institutional 
clients, as they both tend to source asset management services directly . 
(14) In addition, the Notifying Parties argue that it is not necessary to further  segment the 
market according to the type of product, i.e. between the creation and management 
of mutual funds for retail clients and tailor -made funds for institutional customers, 
and portfolio management for private investors, pension funds and instituti ons. 
According to the Notifying Parties, on the supply -side the methodology, the know -
how and the IT tools required to carry out such activities are identical , and on the 
demand -side, despite some costs differences , there is a certain degree of 
substitutab ility between the different types of products so that customers do not 
always specify the type of product sought in tender s.  
Commission’s assessment  
(15) In its decisional practice, the  Commission considered a relevant product market for 
asset management overa ll, including  the creation and manag ement  of mutual funds 
which are then marketed on an “off -the-shelf” basis (including to retail customers), 
the provision of portfolio management services to institutional investors (pension 
funds, institutions and intern ational organisations), and the provision of custody 
services related to asset management.10  
(16) The Commission also envisaged the possibility of there being narrower relevant 
product market s for asset management which would include the creation and 
management of mutual funds for retail clients and tailor -made funds for corporate 
and institutional customers, and portfolio management for private investors, pension 
funds and institutions.11 The C ommission further considered the possible existence 
of separate relevant product markets for each of the types of products mentioned 
above.12 
                                                 
10  M.8837 – Blackstone/Thomson Reuters F&R Business , M.8359 – Amundi/Credit Agricole/Pioneer 
investments , M.8257 – NN Group/Delta Lloyd , M.6812 – SFPI/Dexia.  
11  Ibid. 
12  Ibid, M.3894 – Unicredito/HVB .  
 
 
5 (17) Within the market of asset management for retail customers, the Commission 
considered several sub -segmentations:13 (i) between open and closed retail funds;14 
(ii) between mutual funds sold within a life insurance envelope and mutual funds 
sold on a standalone basis; (iii) between money market funds and other short term 
saving agreements, and within money market funds be tween (a) those sold to 
corporate investors and (b) those sold to retail investors and (iv) a possible 
distinction of the so -called Fonds Communs de Placement d'Entreprise  (“FCPE”) 
from open retail mutual funds.15  
(18) Within the segment of asset management for  institutional clients, the Commission 
considered the possibility of further sub -segmenting the institutional asset 
management based upon a distinction between active asset management and passive 
asset management.16 
(19) In the present case, the results of the m arket investigation did not highlight  any 
elements that would contradict the Commission’s earlier findings.  
(20) In any event, the precise definition of the product market for asset management can 
be left open, as the Transaction  does not raise serious doubts as to its compatibility 
with the internal market concerning  the asset management  market , or any other 
plausible segment previously envisaged by the Commission.  
4.2.1.2.  Fund Administration  
(21) Fund administration services include various services such as acting as trus tee, 
depositary or depot bank of mutual funds, accounting services etc. 
Notifying Parties’ view  
(22) The Notifying Parties are in line with Commission’ s precedents defining a market 
for fund administration,  and specify that fund administration services  include back 
office  activities, such as accounting and portfolio performance analysis, and middle 
office  activities, e.g. the management of securities transactions.   
Commission’s assessment  
(23) In previous cases, the Commission considered fund administration to constitute a 
distinct product market , notably because all activities are subject to the same legal 
and business environment .17  
(24) The results of the market investigation conducted in this cas e did not provide any 
elements which would justify departing from the Commission ’s previous findings.  
                                                 
13  M.5728  – Crédit Agricole/Société Générale Asset Management .  
14  M.8359 – Amundi/Credit Agricole/Pioneer investments  and M.5728  – Crédit Agricole/Société Générale 
Asset Management . 
15  M.5728  – Crédit Agricole/Société Générale Asset Management . 
16  M.8359 – Amundi/Credit Agricole/Pioneer investments , M.5728  – Crédit Agricole/Société Générale Asset 
Management , and  M.5580 – BlackRock/Barclays GIH . 
17  M.8359 – Amundi/Credit Agricole/Pioneer investments , M.5728  – Crédit Agricole/Société Générale Asset 
Management and M.3781 – Crédit Agricole/Caisse d’Epargne/JV . 
 
 
6 4.2.1.3.  Provision  of insurance  
Notifying Parties’ view  
(25) The Notifying Parties  do not challenge the Commission’s decisional practice relating 
to the provision of i nsurance products , and simply underline that both non -life and 
life insurers may procure asset management services for the purpose of their 
activities.  
Commission ’s assessment  
(26) In previous  decisions  relating to the insurance  sector, the  Commission has 
distinguished  between a  product  market  for insurance  provision  and a product 
market for insurance distribution.18 
(27) Within  the upstream  market for insurance  provision , the Commission has 
distinguished the market for the provision of insurance into three broad  product 
categories: life insurance, non -life insurance and reinsurance.19 
(28) As regards life insurance, the Commission has further segmented the market 
according to the purpose served by the product, distinguishing between: (i) pure risk 
protection products; (ii) savings and investment products; and (iii) pension 
products.20 In addition, the Commission has considered a possible segmentation of 
these product markets between group and individual products.21 
(29) As regards non -life insurance, the Commission has disting uished  as a starting point  
between the following segments: (i) accident and sickness, (ii) motor vehicle,22 (iii) 
property, (iv) liability, (v) marine, aviation and transport, (vi) credit and suretyship, 
(vii) travel, (viii) cargo, (ix) specialty and (x) ae rospace.23  
(30) With respect specifically to the potential segment for credit and suretyship, in its past 
decisional practice, the Commission has found that this segment could be further 
segmented between (i) delcredere insurance, (ii) capital goods insurance, (iii) 
consumer credit insurance, (iv) fidelity insurance and (v) guarantee insurance, 
although the precise market definition has been left open.24 
(31) In the case at hand, the market investigation did not provide any indications that 
would contradict the Commis sion’s previous findings.   
                                                 
18  M.8257 – NN Group/Delta Lloyd ; M.6957 – If P&C /TopDanmark ; M.6053 – CVC / Apollo / Brit 
Insurance . 
19  M.9056 – Generali CEE/AS,  M.8617 – Allianz / LV General Insurance Businesses . 
20  M.4701 – Generali/PPF Insurance business  and M.6521 – Talanx International/Meiji Yasuda Life 
Insurance/Warta . 
21  M.5075 – Vienna Insurance Group/EBV  and M.4701 – Generali/PPF Insurance business . 
22  The Commission considered further segmenting the motor vehicle insurance market between (i) third 
party liability (“TPL”) motor insurance, and (ii) non -TPL (or “Casco”) insurance. See M.6 521 – Talanx 
International/Meiji Yasuda Life Insurance/Warta , M.4701 – Generali/PPF Insurance business  and 
M.4284 – AXA/Winterthur . The Commission also considered segmenting the motor vehicle insurance 
market between (i) large vehicle (e.g. trucks and buse s) insurance, and (ii) automobile and/or small 
commercial vehicle insurance. See M.6521 – Talanx International/Meiji Yasuda Life Insurance/Warta . 
23  See M.9531 – Assicurazioni Generali/Seguradoras unidas/Advancecare and M.9056 – Generali CEE/AS . 
24  M.3786 – BP/Euler Hermes/Cosec ; M.2602  – Gerling/NCM ; M.4701 – Generali/PPF Insurance 
Business .  
 
 
7 (32) In any event,  for the purpose  of this decision  the exact  scope  of the product market 
can be left open, as the Transaction does not raise serious doubts as to its 
compatibility  with the internal  market , regardless of the precise product market 
definition . 
4.2.2.  Geographic  market definitions  
4.2.2.1.  Asset management  
Notifying Parties’ view  
(33) The Notifying Parties  submit  that the geographic market for asset management is at 
least EEA -wide, if not worldwide.  
Commission ’s assessment  
(34) The relevant geographic market for asset management, or any narrower segment, has 
previously been considered to be either national or EEA wide.25 Furthermore, the 
Commission has deemed it likely that some parts of the asset management market, in 
particular asset management for institutional customers, are wider than national ,26 
which the results of the market investigation in the present case tended to confirm ,27 
as s everal customers underlined that French players compete with various  
international players  and stressed the international scale of the provision of such 
services.  
(35) In any event , the precise  geographic market definition regarding  asset management 
can be left open, as the Transaction does not raise any doubts as to its compatibility 
with the internal market, irrespective of the exact geographic market definition.  
4.2.2.2.  Fund administration  
Notifying Parties ’ view  
(36) The Notifying Parti es put forward  that the ma rket for fund administration should be 
defined as worldwide.  
Commission’s assessment  
(37) In previous decisions, the Commission considered and left open whether the 
geographic market should be considered national or wider in scope ( e.g. 
worldwide).28 
(38) In any case, the precise geographic scope of  the market for  fund administration  can 
be left open for the purpose of this case, as the Transaction  does not raise  
competition  concerns  under  any plausible  geographic definition of the market for 
fund administration servi ces. 
                                                 
25  M.8837 – Blackstone/Thomson Reuters F&R Business ; M.8257 – NN Group/Delta Lloyd ; M.6812 – 
SFPI/Dexia ; M.4844 – Fortis/ABN Amro Assets . 
26  M.8359 – Amundi/Credit Agricole/Pioneer investments , M.8257 – NN Group/Delta Lloyd , M.5728  – 
Crédit Agricole/Société Générale Asset Management .  
27  See replies to question 5 – Questionnaire to asset management customers.  
28  M.8359 – Amundi/Credit Agricole/Pioneer investments , M.5728  – Crédit Agricole/Société Générale Asset 
Management and M.3781 – Crédit Agricole/Caisse d’Epargne/JV . 
 
 
8 4.2.2.3.  Provision of insurance  
Notifying Parties’ view  
(39) The Notifying Parties do not challenge  the Commission’s precedents and submit that 
the relevant geographic market s for the assessment of  life and  non-life insurance 
should both be defined as national.   
Commission’s assessment  
(40) The Commission previously considered the geographic market for the provision of 
life insurance and its respective segments to be national in scope.29 Regarding the 
non-life insurance market and its segments, the Commission consider ed that they are 
generally nation al in scope. Within non -life insurance, t he Commission has  however 
found that the insurance of large commercial risks , or so -called speciality insurance, 
is most likely to be at least EEA -wide in scope.30 The geographic scope of the 
reinsurance market has in the past been considered as global due to the need to pool 
risks on a worldwide basis.31 
(41) For the purpose  of the present  decision,  the exact  geographic  market definition for 
the provision of life and non-life insurance  can be left open as the T ransaction does  
not raise  serious  doubts  as to its compatibility  with the internal  market  under any 
plausible geographic  market definition  of all plausible  markets  identified in 
paragraphs (26) to (30). 
5. COMPETITIVE ASSESSMEN T 
5.1. Overview of the affected markets  
(42) In view  of the product and geographic market definitions set out above, the 
Transaction results in a limited number of affected markets ,32 namely one 
horizontally affected market , on the potential segment of active  asset management 
for institutional customers in F rance,33 and two vertically affected links  with respect 
to (i) asset management, upstream, and the provision of insurance, downstream, and 
                                                 
29  M.4701 – Generali/PPF Insurance business  and M.6521 – Talanx International/Meiji Yasuda Life 
Insurance/Warta . 
30  M.9531 – Assicurazioni Generali/Seguradoras unidas/Advancecare  and M.9056 – Generali CEE/AS.  
31  M.6053 – CVC/Apollo/Brit Insurance; M.5925 – MetLife/Alico/Delam ; M.5083 – Groupama/OTP 
Garan cia and  M.4059 – Swiss Re/GE Insurance Solutions . 
32  Further to the affected markets ident ified above, the JV’s activities also overlap horizontally with those of 
the Notifying Parties on some markets and/or segments relating to (i) asset management, and (ii) fund 
administration, and result as well  in the creation of vertical relationship betwe en the provision of custody 
services (upstream) and asset management (downstream).  Nevertheless, considering that the Transaction 
does not give rise to any horizontally or vertically affected markets on any of the plausible markets and/or 
segments previous ly identified by the Commission, these markets and/or segments will not be further 
discussed in the present decision.  
33  The Notifying Parties were not able to provide any data separating large corporate clients from 
institutional  clients. Therefore, the m arket shares as provided by the Notifying Parties for the segment of 
active  asset management for institutional customers in France  also includes large corporate customers . 
Nevertheless , the Notifying Parties put forward that (i) large corporate clients account for only 5 to 10% 
of their overall asset management portfolio, and (ii) that this proportion is equivalent to those of their 
competitors, so that the Parties’ share would not significantly vary if large corporate clients wer e to be 
included with retail clients.  
 
 
9 (ii) fund administration, upstream, and the provision of insurance, downstream.  
5.2. Assessment of horizontal  effects: Asse t management  
5.2.1.  Introduction  
(43) 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 inter nal market or in a 
substantial part of it.  
(44) The Commission Guidelines on the assessment of horizontal mergers under the 
Merger Regulation (the “Horizontal Merger Guidelines ”) distinguish between two 
main ways in which mergers between actual or potential com petitors on the same 
relevant market may significantly impede effective competition, namely non -
coordinated effects and coordinated effects .34 
5.2.2.  Asset management  
(45) In the present case, t he Transaction gives rise to an affected market at national level , 
on a plausible segment of the market for asset management, namely the segment of 
active asset management for institutional customers in France .  
(46) On this segment,  the Parties’ combined market share would  amount to  
approximately  [20-30]%, with respective m arket shares of [10-20]% for the JV,  [0-
5]% for CDC and [0-5]% for BPCE . This sub -segment, which is one of the 
narrowest plausible market s, is thus only marginally affected due to the Parties ’ 
relatively modest market shares , just above 20% .35 
Notifying Parties’ view  
(47) The Notifying Parties submit that the JV will only be active on the market for 
institutional customers which,  in line with the Commission’s prior decisional 
practice ,36 may be wider than national considering  the ability and propensity of 
institutional customers to procure asset management services beyond their national 
borders. I n this respect , the Notifying Parties underline that i f the relevant 
geographic market  were to be considered as wider than national,  e.g. EEA -wide,  the 
Transaction  would not give rise to any horizontally affected market .  
(48) The Notifying Parties further  explain that it is not relevant to combine the JV’s 
market share with those of its parents  for the purpose of the competitive assessment , 
since the JV will pursue its own commercial strategy, and each of the Parties will 
operate on the market independently from each other .  
                                                 
34  OJ C 31, 05.02.2004, p. 5.  
35  For completeness, the Commission notes that the methodology used by the Notifying Parties to calculate 
their market shares is rather conservative since they relied on their overall sal es, regardless of whether 
such sales were achieved with French customers, while taking as a benchmark for the total market size the 
activities of French asset managers for French customers only. The Notifying Parties argue on this basis 
that these figures fail to take into account the competitive pressure of foreign competitors and are 
necessarily over -estimated.  
36  M.5728  – Crédit Agricole/Société Générale Asset Management . 
 
 
10 (49) The Notifying Parties also argue  that customers frequently use tenders, in which an 
important average number of asset management firms participate, in order to set  up 
or renew their contracts, which contributes to ensure that the offers on the markets 
remain competitive and prices do not rise.   
Commission’s assessment  
(50) The Commission notes the relatively fragmented nature of the overall segment of 
asset management for institutional customers in France , which has an HHI below 
2 000,37,38 and over 600 players active in France. As a result, the JV will continue to 
face the competitive constrain t of a significant number of  competitors post -
Transaction, including large players such as Amundi and Axa Investments 
Managers.39  
(51) This was confirmed by the results of the market investigation. A ll customers that 
contributed indicated that they considered that  a sufficient number of players would  
remain on the mark et post -Transaction , among which Amundi, Axa Investments 
Managers, BNPP Asset Management, Covéa Finance and Groupama Asset 
Management.40  
(52) The market investigation also highlighted that, although the Notifying Parties are 
both active in asset management, the y are not particularly close competitors. In 
particular, several respondents explained that the range of services offered by NIM is 
more diversified than LBP’s.41  
(53) Furthermore , the results of the market investigation tend to confirm the Notifying 
Parties’ a ssertion that institutional clients have the ability to procure  asset 
management services beyond national borders.  Several customers pointed out that a 
number of international players directly compete with French players for the 
provision of asset manageme nt services ,42 one customer even referr ing to asset 
management as a “ very international market ”.43 A competitor indicated likewise that 
dozens of French and international companies, such as Blackrock, JP Morgan AM, 
Invesco, Aviva,  actively compete with the Parties  on this segment.44  
                                                 
37  Under paragraph 20 of the Horizontal Merger Guidelines , “the Commission is also  unlikely to identify 
horizontal competition concerns in a merger with a post -merger HHI between 1000 and 2000 ”.  
38  This figure relates to the overall segment of asset management for institutional customers in France , 
without distinguishing between active  and passive asset management. The Notifying Parties were not able 
to provide competitors’ market share data allowing to compute the HHI level on the segment of active 
asset management for institutional customers in France. Nevertheless, in view of the fac t that this sub -
segment represents 95% of the overall segment of asset management for institutional customers in France, 
for which the Notifying Parties provided competitors’ market share data, the Commission was able to 
compute an upper bound for the HHI level of this segment.  
39  As mentioned above in footnote 38, the Notifying Parties were only able to provide market share data for 
their competitors on the segment combining both active and passive asset management for institutional 
customers in France. Nevertheless, on this overall segment of which 95% consist of active  asset 
management, Amundi and Axa Investments Managers respectively hold a market share of 19% and  10%. 
40  See replies to question 5 – Questionnaire to customers – Asset management.  
41  See replies to question 3 – Questionnaire to customers – Asset management . See replies to question 5 – 
Questionnaire to competitors – Asset management and fund administ ration.  
42  See replies to question 5 – Questionnaire to customers – Asset management.  
43  See replies to question 5 – Questionnaire to customers – Asset management.  
44  See replies to question 4 – Questionnaire to competitors – Asset management and fund administration.  
 
 
11 (54) Given the  Parties’ position on the market, the Transaction does not appear to result 
in the elimination of a significant player on the market, especially in view of the 
highly competitive dynamic s of the market and the large numb er of remaining 
competitors, including international players.  
(55) Lastly, concerning  the potential impact of the Transaction, the Commission notes 
that customers that contributed to the market investigation unanimously indicated 
that they did not foresee any s ignificant impact on the market and its different sub -
segments, with several of  them  mentioning a highly competitive market.45 
Competitors on the other hand provided a more mixed set of replies , with certain  
respondents indicating that the Transaction could  have  a significant impact, and 
more largely will reinforce the Parties ’ position, particularly on the segment of asset 
management for institutional customers .46 The Commiss ion nevertheless notes that 
respondents providing a negative view substantiated thei r reply  to a very limited 
extent , and th at most of their  reservations  lie in the fact that they anticipate an 
improvement of the  competitiveness of the Parties –in comparison to theirs – 
accompanied by an enhanced price competition on the market as a result  of the 
Transaction .  
(56) In view of the elements set out above, the Commission considers that the 
Transaction does not raise  serious  doubts  as to its compatibility  with the internal  
market  on the segment of active asset management for institutional customers in 
France , nor on any other plausible segments in relation to asset management.  
5.3. Assessment of vertical effects  
5.3.1.  Introduction  
(57) Pursuant to t he Commission’s Guidelines on the assessment of non -horizontal 
mergers under the Merger Regulation47 (the “Non-Horizontal Merger Guidelines ”), a 
merger is said to result in foreclosure  where actual or potential rivals ’ access to  
supplies  or markets  is hampered  or eliminated  as a result  of the merger, ther eby 
reducing these companies’ ability  and/or  incentive  to compete.  
(58) Such foreclosure may discourage entry or expansion of rivals or encourage their exit, 
and is regarded as anti -competitive where the merged entity –and, possibly, some of 
its competitors as well– are able to profitably increase the price charged to 
consumers  as a result .48 
(59) Two forms  of vertical  foreclosure  can be distinguished.  The first  is where  the merger 
is likely to raise the costs of downstream rivals by restricting their access to  an 
important  input  (input  foreclosure).  The second  is where  the merger  is likely  to result  
in foreclosure  of upstream  rivals  by restricting  their access  to a sufficiently large 
customer base (customer foreclosure) .49  
                                                 
45  See replies to question 6 – Questionnaire to customers – Asset management.  
46  See replies to question 5 – Questionnaire to competitors – Asset manageme nt and fund administration.  
47  OJ L 24, 29.1.2004, p. 1.  
48  Non-horizontal Merger Guidelines, paragraph 29.  
49  Non-horizontal Merger Guidelines, paragraph 30.  
 
 
12 5.3.2.  Asset management and the provision of insurance  
(60) The Transaction gives rise to an affected vertica l relationship with respect to asset 
management (upstream),  where the JV will be active  (and would have a market share 
of [10-20]%),50 and a  sub-segment of the insurance  provision  market (downstream ), 
namely the provision  of consumer credit insurance,  where  both parents of the JV are 
active . On this sub -segment of the provision  of consumer credit insurance, CDC and 
BPCE have a combined market share of [40-50]%. 
Notifying Parties’ view  
(61) The Notifying Parties submit that the Transaction is not likely  to create any vertical 
effects for three main reasons. First, the Notifying Parties explain that the vertical 
links existing between the JV and  each of its parents, with respect to asset 
manag ement and insurance provision, already existed pre -Transaction and are not 
affected by it. Second , the Notifying Parties put forward that all insurers procure 
asset management  services , regardless of the type of risk covered, so that the overall 
market for  the provision of insurance – where the Notifying Parties ’ combined 
market share does not exceed 30%  – should be taken into account . Third , the 
Notifying Parties argue that the Parties would not have the ability to engage into 
either input or customer fore closure due to the ir relatively limited presence on both 
the upstream and downstream markets.  
Commission’s assessment  
(62) The Commission considers that the N otifying Parties will have neither  the ability nor 
the incentive post -Transaction to engage in either  input foreclosure or customer 
foreclosure.  
(63) With respect to input foreclosure , as mentioned above in paragraph (50), the market 
for asset management is rather fragm ented with both large French  competitors,  and 
international competitors active in France.  
(64) The Parties’ combined market share comes  to at most [20-30]% on the narrow 
segment of active asset management for institutional customers in France  and does 
not exceed  [10-20]% in the overall market for asset management if the market is 
considered to be national, and [0-5]% if the market is considered to be EEA -wide. 
As such, t he Commission considers it rather  unlikely that this position would allow 
the Parti es to exert any significant market power given the presence of other strong 
upstream asset management players on the market.   
(65) Regarding  customer foreclosure , the Commission notes that  (i) the Transaction gives 
rise to a vertically affected market downstrea m only with regard to one of the many 
potential sub -segments for the provision of insurance (i.e. the Notifying Partie s’ 
market share in the provision of insurance and any of its other potential segment s 
remain s below 30%) , and that (ii) all insurance  segments require asset management 
services in similar proportions.51  
                                                 
50  On this segment, t he Parties’ combined market share would amount to approximately [20-30]%, wi th 
respective market shares of [10-20]% for the JV, [0-5]% for CDC and [0-5]% for BPCE . 
51  The exception to this is life insurance, which requires more asset management services compared to other 
plausible sub -segments of insurance provision. Nevertheless,  as the combined market share s of CDC and 
 
 
13 (66) As such, the overall market for insurance provision constitutes  a more relevant proxy 
to assess the importance of both of the JV’s parents as asset management customers . 
In this regard, the information provided by the Notifying Parties shows that on the 
overall market of insurance provision , the combined market share of CDC and 
BPCE does not exceed 30%.52 
(67) Furthermore , pre-Transaction each parent to the JV already source s a proportion of 
its needs in asset management services internally, for the purpose of their insurance 
activities .53 This internal sourcing  account s for […]% of asset management needs 
within BPCE, and for […]% within CDC  and will remain unaffected by the 
merger.54 In additio n and in any event, even if the Parties were to internalise their 
entire procurement of asset management services, a large number of insurance 
groups sourcing asset management services for the purpose of their activities –
representing more than 70% of the French market for insurance provision – would 
remain.  
(68) The position of the Notifying Parties on the overall market for the provision of 
insurance , therefore  make it unlikely that the  Notifying Parties  would have the 
ability , as customers  active in the provis ion of insurance, to exert a significant 
market power over asset management companies and proceed to customer 
foreclosure.  Additionally, any foreclosure strategy would be unlikely to have an 
impact on upstream competitors, as considering that they already source part of their 
needs internally, only a part of BPCE and CDC demand for asset management 
services could be diverted from rivals upstream to the combined entity.  
(69) For the reasons set out above, the Commission considers that the Transaction does 
not raise serious doubts as to its compatibility with the internal market as regards 
potential vertical non -coordinated effects  on the market and all plausible segments 
for asset management, upstream, and the provision of insurance, downstream .  
5.3.3.  Fund administration and the provision of insurance  
(70) The Transaction gives rise to an affected vertical relationship with respect to the 
provision of fund administration services (upstre am), where the JV will be active, 
and the segment of the provision  of consumer credit insurance (downstream), where 
both parents of the JV are active. On this sub -segment of the provision  of consumer 
credit insurance, CDC and BPCE together have a combined market share of [40-
50]%. 
Notifying Parties’ view  
(71) The Notifying Parties submit that the Transaction is not likely to create any vertical 
effects for three main reasons. First, the Notifying P arties underline that their 
combined market share on the market for fund administration is limited  and that on  
the market for the provision of insurance, it is only when combined that their share 
                                                                                                                                                      
BPCE on the segment of  life insurance and any plausible sub -segments do not exceed 15%, any customer 
foreclosure scenario appears very unlikely.  
52  For completeness, the Commission notes that the Notifying Parties also confirmed that their combined 
market share  on the  overall market for insurance provision , excluding the life -insurance segment, would 
not exceed 30%.  
53  From Ostrum AM for BPCE  and from LBPAM for  CDC .  
54  Percentages expressed in terms of value of ass ets under management .  
 
 
14 exceeds  30%, while  post-Transaction  each of BPCE and  CDC  will keep on operating 
on an autonomous and independent basis on th is market . Second , the Notifying 
Parties explain that the vertical links existing between the JV and each of its parents, 
with respect to fund administration  and insurance provision, already existed pre -
Transaction and are not affected by it. Third , the No tifying Parties argue that the 
Parties would not have the ability to engage into either input or customer foreclosure 
due to their relatively limited presence on both the upstream and downstream 
markets.  
Commission’s assessment  
(72) The Commission considers th at the Notifying Parties will have neither  the ability nor 
the incentive post -Transaction to engage in either input foreclosure or customer 
foreclosure . 
(73) Concerning  input foreclosure , considering that the Parties’ combined market share 
does not exceed 20%  on any plausible market or market segment  upstream , the 
Commission considers it extremely unlikely that this position would allow the 
Parties to exert any significant market power given the presence of other strong 
upstream fund administrators  on the market . 
(74) Regarding customer foreclosure , similarly to what is exposed above with respect to 
the vertical link between asset management and the provision  of consumer credit 
insurance, downstream, the Commission notes that (i) the Transaction gives rise to a 
vertically affected market only with regard to one (the segment for consumer credit 
insurance) of the many potential sub -segments for the provision  of insurance (i.e. the 
Notifying Parties’  market share in the provision of insurance and any of its other 
potential segment s remain s below 30%) , and that (ii) all insurance segments of the 
provision of insurance require fund services in similar proportions.55 
(75) For this reason, the  overall market for insurance provision  provides a more relevant 
proxy to assess the importance of the Notifying Parties as fund administration 
customers. In this respect, as the market share of the Notifying Parties in the  overall 
segment of insurance provision  remain below  30%,56 rival fund ad ministrators will 
continue, post -Transaction, to have access to at least 70% of the customer base .  
(76) The position of the Notifying Parties on the overall market for the provision of  
insurance  make s it unlikely that they would have the ability, as customers active in 
the provision  of insurance, to exert a significant market  power over fund 
administrators and proceed to customer foreclosure.  
(77) For the reasons set out above, the Commission considers that the Transaction does 
not raise serious doubts as to its compatibility with the internal market as regards 
potential ver tical non -coordinated effects.  
                                                 
55  The exception to this is  unit-linked  life insurance , which require more fund administration services than 
other plausible  sub-segments within insurance provision. Nevertheless, as the combined market share of 
CDC and BPCE on the p ossible sub -segment of unit -linked life insurance do not exceed 20%, any 
customer foreclosure scenario appears very unlikely.  
56  As previously stated in footnote  52, the Commission notes that the Notifying Parties also confirmed that 
their combined market share  on the  overall market for insurance provision , excluding the life -insurance 
segment, would not  exceed 30%.  
 
 
15 6. CONCLUSION  
(78) 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