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, 10.12.2018  
C(2018 ) 8643 final  
 
 
To the notifying party:  
Subject : Case M.9056 – Generali CEE / AS  
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 5 November 2018, the European Commission received a notification of a 
proposed concentration pursuant to Article 4 of Council Regulation (EC) No 
139/2004  by which Assicurazioni Generali S.p.A. ("Generali", Italy) acquires sole 
control, through its wholly -owned subsidiary Generali CEE Holding B.V 
("Generali CEE", the Netherlands), over Adriatic Slovenica, Zavarovalna družba, 
d.d. ("AS", Slovenia) by way of purchase of shares.  
1. THE PARTIES  
(2) Generali  is the parent company of an international group of companies  active in 
the insurance and financial sector worldwide. Generali primarily operates in Italy, 
Germany, France, Austria, and Spain . Through its subsidiary Generali CEE, it 
provides life and non -life insurance, as well as related financial services in the 
Central and Eastern European region.  
(3) AS is active in the life and non -life insurance as well as asset management 
services in Slovenia and Croatia. Outside the EEA, AS is active in the provision 
of asset management services in Macedonia.  
                                                 
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').  PUBLIC VERSION  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has been replaced by ranges of figures or a 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 (4) Generali  is hereina fter referred to as the "Notifying Party". Generali  and AS are 
collectively referred to as the "Parties".  
2. THE CONCENTRATION  
(5) The Parties entered into a Share and Purchase Agreement on 23 May 2018, 
pursuant to which Generali will acquire, indirectly through  Generali CEE, sole 
control over AS by the purchase of 100% of its shares (the "Transaction").  
(6) The Transaction therefore constitutes a concentration within the meaning of 
Article 3(1)(b) of the Merger Regulation.  
3. EU DIMENSION  
(7) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 m illion3 (Generali: EUR  68 537 million; AS: EUR […]). 
Each of them ha s an EU-wide turnover in excess of EUR 250 million  (Generali: 
EUR  […]; AS: EUR […]), but th ey do not achieve more than two -thirds of their 
aggregate EU-wide turnover within one and the same Member State.  
(8) The notified operation therefore has a n EU dimension  pursuant to Article 1(2) of 
the Merger Regulation.  
4. COMPETITIVE ASSESSMEN T 
(9) The Parties have  overlapping activities in the life and non -life insurance markets 
in Slovenia and in Croatia. The Transaction however only gives rise to 
horizontally affected markets  in relation to the provision of non-life insurance 
products in Slovenia.4  
4.1. Relevant mark ets 
4.1.1.  Relevant product market  
(10) In previous decisions,5 the Commission considered that three broad categories of 
insurance products could be distinguished: life insurance, non -life insurance and 
re-insurance.  
(11) With respect to non -life insurance, the Commission considered the possibility that 
non-life insurance could be divided into as many different product markets as 
                                                 
3  Turnover calculat ed in accordance with Article 5 of the Merger Regulation and the Commission Consolidated Jurisdictional 
Notice (OJ C 95, 16.4.2008, p. 1).  
4  The Transaction does not give rise to vertically affected markets.  
5  COMP/M.5384, BNP Paribas/Fortis ; COMP/M.6957, IF P&C/TopDanmark ; COMP/M.5083, Groupama/OTP 
Garancia ; COMP/M.5031, ACE/CICA ; COMP/M.4808, CVC/Charterhouse/PHL/AA/Saga ; COMP/M 4284, 
Axa/Winterthur ; COMP/M.4701, Generali/PPF Insurance Business  and COMP/M.4047, Aviva/Arik Life . 
 
 
3 there are types of risks to insure.6 More specifically, the Commission 
distinguished the follow ing non -life insurance segments: (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. This 
possible segmentation is based on the fa ct that the characteristics and purpose of 
the different types of insurance are distinct, and that there is typically no 
substitutability between different types of insurance from a customer’s 
perspective. However, the Commission also noted that there were  indications of 
potential degree of supply -side substitutability between some insurance products.  
(12) In addition to the above, in its past decisional practice, the Commission 
considered several alternative segmentations of the non -life insurance market. In 
particular, the Commission envisaged to further segment the market based on the 
applicable national insurance classification.7 In certain decisions, the Commission 
also distinguished fire insurance8 or legal assistance9. A further distinction could 
also be made between individual and group customers.10  
(13) The Commission ultimately left open the precise product market definition for 
non-life insurance products.  
(14) The Notifying Party agrees with the previous assessment of the Commission and 
provided market share data on the basis  of all plausible market definition s, 
including the regulatory classes determined by the Slovenian Insurance Act.11 
(15) The Commission considers  that there is no reason to depart from the past 
decisional practice and that the product market def inition  for non -life insurance  in 
Slovenia can be left open for the purpose of the present case since no competition 
concerns arise under any plausible product market definition.  
4.1.2.  Relevant geographic market  
(16) In previous decisions,12 the Commission considered that the relevant market for 
non-insurance products and its sub -segments is likely to be national in scope with 
the exception of certain insurance risks, including MAT insurance and generally 
large risk insurance, which the Commission considered to be wide r than national 
in scope.  
                                                 
6  COMP/M.53 84, BNP Paribas/Fortis , COMP/M.4284, AXA/Winterthur and COMP/M.7478, Aviva/Friends 
Life/Tenet;  COMP/M.6521, Talanx International/Meiji Yasuda Life Insurance/Warta ; COMP/M.4701 
Generali/PPF Insurance Business . 
7 COMP/M.1712, Generali / INA ; and COMP/M.6649, Allianz / Insurance Portfolio and Brokerage Services of 
Gan Eurocourtage . 
8  COMP/M.4844, Fortis/ABN Amro Assets . 
9  COMP/M.7233, Allianz/Going concern of Unipolsai Assicurazioni . 
10  COMP/M.8257, NN Group / Delta Lloyd . 
11  Accident insur ance (class 1), health insurance (class 2), land motor vehicle insurance, other than rolling stock 
(class 3), (railway rolling stock insurance (class 4), aircraft insurance (class 5), ship insurance (class 6), goods in 
transit insurance (class  7), fire and  natural forces insurance (class 8), other damage to property insurance (class 
9), motor vehicle liability insurance (class 10), aircraft liability insurance (class 11), ship liability insurance 
(class 12), general liability insurance (class 13), credit in surance (class 14), suretyship insurance (class 15), 
miscellaneous financial loss insurance (class 16), legal expenses insurance (class 17), and tourist/travel 
assistance insurance (class 18).  
12  COMP/M.5010, Berkshire Hathaway/Munich Re/GAUM ; COMP/M.6217 , Bâloise Holding/Nateus/Nateus Life . 

 
 
5 (21) First , in the affected markets/segments, the Parties' combined market shares 
would remain moderate (be low [20-30]%) and/or the increment brought about by 
Generali would be minimal (not exceeding [0-5]%).  
(22) In all cases , post -Transaction, the Parties will continue to  face several significant 
competitors.  
(23) More s pecifically, on the overall market  segment  for the provision of non -life 
insurance products, the Parties would hold a combined market share of [20-30]% 
in 2017, with a limited increment brought about by Generali ( [0-5]%). Post -
transaction, the new entity w ould become the second -largest insurance provider in 
Slovenia, well behind the market leader, Triglav ( [30-40]%). Furthermore, the 
new entity would be constrained by other major insurers with similar market 
shares, i.e. Vzajemna ( [10-20]%) and Sava ( [10-20]%), as well as a number of 
other smaller competitors (e.g.  Grawe, SID, Allianz,Wiener, Ergo and Merkur). 
The vast majority of  customers  who responded to the market investigation 
confirmed that, post -Transaction, the number of alternative suppliers would 
remain sufficient on th e overall non-life insurance market segment  to prevent any 
potential anti -competitive effects potentially stemming from the Transaction .14  
(24) As regards the potential sub-segments  of non -life insurance , post-Transaction, to 
the exception  of two MAT sub -segments ( i.e. ship and liability for vessels 
insurance), the Parties would have moderate combined market shares (never 
exceeding [20-30]%) and would remain the third largest insurance provider in 
Slovenia. In each of these sub-segments, th e new entity would face several 
competitors, including the market leaders, Triglav and Sava, as well as smaller 
players, some of which being specialised in specific types of non -life insurance 
(e.g. Ergo who recently entered the travel insurance market in Slovenia). This was 
confirmed by t he vast majority of customers who responded to the market 
investigation.15 
(25) On the two MAT sub -segments on which the Parties hold a combined market 
share [of 40 -50]% (i.e. ship and liability for vessels insurance) , the incre ment 
brought about by Generali would be negligible and would in any event not exceed 
[0-5]%. On these two hypothetical segments, the Transaction would therefore 
only result in the elimination of a competitor which is at best marginal and would 
consequently  leave the structure of the market essentially unchanged.  Moreover, 
the possibility that these MAT sub -segments might in part be wider than national 
in scope further acts to attenuate any possible competition concerns since AS' 
market share would  only be d iluted.  Moreover, most customers consider that, 
post-Transaction, the number of alternative suppliers would remain sufficient 
                                                 
14  See response s to question 10 of Q2 – questionnaire to customers. For instance , one customer noted 
that " Main competitors should still remain strong enough  to keep pressure on the prices. Also 
smaller insurers which are branch offices of large global insurance companies (VIG, Allianz, Ergo) 
will be competing on most insurance lines " (response to question 11.1 of Q2 – questionnaire to 
customers) .  
15  See response s to questions 17 (accident and sickness), 24 (motor vehicles), 38 (property), and 45 
(travel) of Q2 – questionnaire to customers.  
 
 
6 with respect to the market segment for the supply of MAT insurance and its 
potential sub -segments .16 
(26) Second , the market investigation largely confirmed the Notifying Party's 
submission that customers would face no major difficulties to switch to other 
insurance providers  in Slovenia . Indeed, the results of the market investigation 
revealed that c ustomers have the  ability to select alternative insurance provider s 
and that switching is relatively easy in all market segments of the non-life 
insurance market.17 Customers may change insurance providers at no additional 
cost not only at the end of the contract, but also before that date, generally upon a 
reasonable notice period. If insurance contracts are concluded for a longer period, 
they can also be terminated upon notice before their term at no (or reasonable) 
cost. Therefore, since there  are no meaningful capacity c onstraints on the supply -
side, customers can easily switch to a different insurance company in response to 
increased premiums or reduced services by their existing insurer.  
(27) Third , the market investigation also confirmed the  Parties ' claim  that there are n o 
significant barriers to entry into the non -life insurance market  segment  in 
Slovenia  (and its potential sub -segments) . The only regulatory requirement for an 
undertaking to provide non -life insurance of a particular kind in Slovenia is to 
submit a notifi cation (for undertaking based in the EU) or obtain an authorisation 
(for undertaking not based in the EU) form the regulator, the Insurance 
Supervision Agency. The market investigation revealed that one provider  of non -
life insurance, w ith currently no ope rations in Slovenia,  is planning to enter the 
Slovenian market  within the next 2 years.  
(28) Finally , the market investigation revealed no substantiated competition concerns 
from customers or competitors in connection with either an overall market 
segment for n on-life insurance or any of its possible sub-segments in Slovenia.18 
(29) In view of the above , the Commission concludes that the Transaction does not 
raise serious doubts as to its compatibility with the internal market in the 
Slovenian market segment for the supply of non-life insurance and any of its 
potential sub -segments.  
  
                                                 
16  See response s to question  31 of Q2 – questionnaire to customers.  
17  See response s to questions 9 (non -life), 16 (a ccident and sickness), 23 (motor vehicles), 30 (MAT), 
37 (property), and 44 (travel) of Q2 – questionnaire to customers.  
18  See response s to questions 7 (non -life), 11 (accident and sickness), 15 (motor vehicles), 19 (MAT), 
23 (property), 26 (travel), and 27 to 99 of Q1 – questionnaire to competitors and (i) questions 11 
(non-life), 18 (accident and sickness), 25 (motor vehicles), 32 (MAT), 33 (property), 46 (travel), and 
47 to 49 of Q2 – questionnaire to customers. For instance , one customer noted that "finally (they)  will 
have another A rate insurance company with good product portfolio " (see response to  question 47.1 
of Q2 – questionnaire to custo mers ). 
 
 
7 5. CONCLUSION  
(30) 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 Agre ement. 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  
Member of the Commission