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 -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 20.11.2019  
C(2019 ) 8437 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M.9531 – Assicurazioni Generali/Seguradoras 
Unidas/AdvanceCare  
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 16 October 2019,  the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Assicurazioni 
Generali S.p.A. (“Generali”, Italy) intends to acquire sole control by way of 
purchase of shares of Seguradoras  Unidas, S.A. (“Seguradoras Unidas”, Portugal)  
and AdvanceCare Gestão de Serviços de Saúde, S.A (“AdvanceCare”, Portugal)  both 
currently controlled by investment funds managed by affiliates of Apollo 
Management, LP. (the “Apollo Group”, USA) .3 Generali is  designated hereinafter as 
the “Notifying Party”  and, together with Seguradoras Unidas  and AdvanceCare,  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 360, 24.10.2019 , p. 33. 
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information omitted has been replaced by 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) Generali is active in the insurance and financial sector, in Western, Central and 
Eastern Europe, as well as outside the EEA. In Portugal, Generali is active in non-
life insurance,  life insurance , and assistance services  (in particular with the Europ 
Assistance  brand) . 
(3) Seguradoras Unidas  is active in the insurance sector in Portugal, covering all main 
life and non -life risks. It is active with the Tranquilidade, Açoreana and LOGO 
brands.  
(4) AdvanceCare is active in health insurance management services, risk assessment and 
claims management i n Portugal. It also provides health insurance management 
services in Portugal.  
(5) Both Seguradoras Unidas and AdvanceCare (together the “Targets”) are currently 
controlled by the Apollo Group  via two investment funds , Calm Eagle Holdings  
S.à.r.l. and Calm Eag le Parent Holdings  II S.à.r.l.  
2. THE OPERATION  
(6) On 18 July 2019, Generali signed a Sale and Purchase Agreement with Calm Eagle 
Holdings S.à.r.l. and Calm Eagle Parent Holdings II S.à.r.l., pursuant to which 
Generali will acquire 100% of the issued share capit al of Seguradoras Unidas and 
Calm Eagle Portugal, Sociedade Unipessoal, Lda, a holding company that fully owns 
AdvanceCare.  
3. THE CONCENTRATION  
(7) The concentration  concerns the acquisition by Generali of the entire issued share 
capital, and thus of sole contro l, of Seguradoras Unidas and AdvanceCare, within the 
meaning of Article 3(1)(b) of  the EUMR , [CONFIDENTIAL] .4 
4. EU DIMENSION  
(8) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million (Generali: EUR 66 691 million;  Seguradoras Unidas: EUR 
800 million; AdvanceCare: EUR [BUSINESS SECRET] ). Each of Generali and 
Seguradoras Unidas  has an EU -wide turnover in excess of EUR 250 million 
(Generali: EUR [BUSINESS SECRET] ; Segur adoras Unidas: EUR [BUSINESS 
SECRET] ). Seguradoras Unidas and AdvanceCare both achieve more than two -thirds 
of their respective EU -wide turnover in Portugal, but Generali does not. The notified 
operation therefore has an EU dimension.   
                                                 
4  Such operations are however irrelevant for the purposes of the assessment of the impact of the Transaction 
in the EEA.  
 
 
3 5. COMPETITIVE ASSESSMEN T 
(9) In the past,  the Commission has cons idered  three broad categories of insurance 
product markets : (i) life insurance, (ii) non -life insurance, and (iii) reinsurance.5 
Previous decisions of the Commission also consider assistance services (i.e. the 
provision of support to  persons who encounter  difficulties while travelling  or away 
from their home) as distinct from the provision of non -life insurance products.6 
(10) The Parties’ activities overlap with respect to all these categories in Portugal, but 
affected markets only arise in relation to non -life insurance or services provided as 
input to non -life insurance, namely health insurance management services, as well as 
assistance services.7 
5.1. Non-life insurance  
5.1.1.  Previous decisional practice  
(11) As regards product market definition , the Commission’s consistent approach is to 
consider that non -life insurance can be divided into as many different product 
markets as there are types of risks to insure.  
(12) For the purposes of the present investigation , the Commission notes that  precedents 
distinguish the following non -life insurance segments: (i) accident and sickness, (ii) 
motor vehicle,8 (iii) property, (iv) liability, (v) marine, aviation and transport 
(“MAT”), (vi) credit and suretyship and (vii) travel insurance. In certain decisions, 
the Commission also distinguis hed fire insurance,  and legal assistance. This possible 
segmentation is based on the fact that the characteristics and purpose of the different 
types of insurance are distinct, and that there is typically no substitutability between 
different types of insu rance from a customer’s perspective. The Commission also 
considered several alternative segmentations of the non -life insurance market, 
including based on the national insurance classification or between individual and 
group customers. The Commission ultim ately left open the precise product market 
definition for non -life insurance products.9 
(13) As regards geographic market definition , in previous decisions, the Commission 
considered that the relevant market for non -life insurance products and its sub -
segments is likely to be national in scope with the exception of certain insurance 
                                                 
5  Case COMP M.9056 – Generali CEE/ AS, para. 10 and cases cited.  
6  Case COMP M. 8905 – AXA Group/Roland, para.7.  
7  The Parties ’ combine d market share in life insurance in Portugal  is below 2% overall and below 6% in any 
plausible sub -segments.  In reinsurance , Seguradoras Unidas only provides in -house reinsurance for the 
activities of [BUSINESS SECRET] . Generali  also provides mainly intra -group reinsurance coverage and 
participates in terrorism and pollution pools, set up and managed by other reinsurance providers. 
AdvanceCare is not active in reinsurance. The Parties’ combined market share in the global reinsura nce 
market are significantly below 5%.  
8  The Commission considered further segmenting the motor vehicle insurance market based on (i) third 
party liability (“TPL”) motor insurance, and (ii) non -TPL (or “Casco”) insurance. See Case 
COMP/M.6521, Talanx Inte rnational/Meiji Yasuda Life Insurance/Warta, para s. 24 and following, Case 
COMP/M.4701, Generali/PPF Insurance Business, para. 2 4, and Case COMP/M.4284, AXA/Winterthur , 
para. 14. The Commission also considered segmenting the motor vehicle insurance market based on (i) 
large vehicle (e.g. trucks and buses) insurance, and (ii) automobile and/or small commercial vehicle 
insurance. See Case COMP/M.6521, Talanx International/Meiji Yasuda Life Insurance/Warta, para s. 24 
and following.  
9  Case COMP M.90 56 – Generali CEE/AS, para. 11 -12 and cases cited.  
 
 
4 risks, including MAT insurance and generally large risk insurance, which the 
Commission considered to be wider than national in scope.10 
5.1.2.  Notify ing Party’s view  
(14) The Notifying Party submits that the top non -life insurers in Portugal are authorised 
to provide non -life insurance in essentially all insurance classes,11 and actually did 
generate gross written premiums (“GWP”) in all those classes  in 2018. As a result, 
the competitive landscape is relatively homogeneous across all non -life insurance 
classes, which would support the definition of one non -life insurance market without 
sub-segments.  
(15) The Notifying Party however provided market share data f or several market 
definitions corresponding to the non -life insurance classes defined in the relevant 
Portuguese law, namely the RJASR. The Notifying Party concludes that in any case 
no competition concerns arise as a result of the transaction in any sub -segment of the 
non-life insurance market in Portugal.  
5.1.3.  Commission’s assessment  
(16) For the purpose of the present decision, the exact product and geographic market 
definition for the provision of non -life insurance can be left open as the transaction 
does not ra ise serious doubts as to its compatibility with the internal market under 
any plausible market definition  identified in paragraphs 12 to 14 . 
5.2. Health insurance management services  
5.2.1.  Notifying Party’s view  
(17) According to the Notifying Party, health insurance mana gement services consist in 
administrative and management services (such as claims management, health 
provider network negotiations, contracts maintenance and management, payment 
management and complaints handling) to insurance companies as well as managing  
access to a designated health network for health insurance policy holders and 
corporate entities.  
(18) These services can be provided by insurers in -house or be outsourced to a third 
party. The Notifying Party submits that in -house and third party provision of  health 
insurance management services should be considered as part of the same product 
market, given that the two forms exert competitive pressure on each other. 
According to the Notifying Party, cost is the main factor for deciding whether to 
provide such  services internally or to outsource them.  
                                                 
10  Case COMP M.90 56 – Generali CEE/AS, para. 16  and cases cited.  
11  The insurance classes are defined in the Legal Regime Governing the Access to and Exercise of Insurance 
and Reinsurance Activities (Regime Jur ídico de Acesso e Exercício da Atividade Seguradora e 
Resseguradora, “RJASR”)  contained in Annex I to Law No. 147/2015  which transp oses Directive No. 
2009/138/EC (Solvency II) into Portuguese law.  Those classes correspond to the sub -segments of the non -
life insurance market identified in the Commission’s previous decisional practice.  In particular, Article 12 
RJSAR covers (i) accident and sickness  (Article 12(a) RJASR) , (ii) motor vehicle  (Article 12(b) RJASR) , 
(iii) property  (Article 12(e) RJASR) , (iv) lia bility  (Article 12(f) RJASR) , (v) MAT (Articles 12(c) -(d) 
RJASR) , (vi) credit and suretyship  (Article 12(g) RJASR)  and (vii) travel insurance  (Article 8(r) RJASR) .  
 
 
5 (19) In terms of geographic market, the Notifying Party  submits that the market is 
national, given that health insurance management services are an input for the 
provision of health insurance products, which is a natio nal market.12 
5.2.2.  Commission’s assessment  
(20) The Commission’s market investigation confirmed the scope of the product and 
geographic market definition.  
(21) The market investigation confirmed the Notifying Party’s claim that internal 
provision of health insurance manag ement services exert a competitive constraint on 
third party providers as several large and vertically integrated insurers provide these 
services to other smaller insurers, in addition to providing them in -house for their 
own health insurance business.13  
(22) In any case, for  the purpose of the present decision, the exact market definition for 
the provision of health insurance management services can be left open as the 
transaction does not raise serious doubts as to its compatibility with the internal 
market un der any plausible market definition  regardless of whether health insurance 
management services should include those services provided in -house or not . 
5.3. Assistance services  
5.3.1.  Previous decisional practice  
(23) In terms of product market definition , the Commission de fined assistance services in 
its previous decisions as organizing assistance/support for customers,14 e.g. in the 
form of sending a car recovery vehicle or organizing repatriation of a policy 
holder.15 The Commission considered potential sub -segments for roa d assistance and 
travel assistance,16 and segmenting individual and corporate customers (such as 
insurance companies, leasing companies, car rental companies, or manufacturing 
companies).17 
(24) In terms of geographic market definition , the Commission considered assistance 
services to be national in scope in previous decisions.18 
5.3.2.  Notifying Party’s view  
(25) The Notifying Party refrains from taking a position as to whether assistance services 
in the form of an insurance belong to the same market as assistance services fo r a 
service fee, by noting that there are similarities indicating that they may belong to 
the same relevant market, but also differences that would support separate markets. 
From a supplier’s perspective, assistance provided in return for an insurance 
prem ium is an insurance activity, and is as such a regulated activity, subject in 
particular to the RJSAR, while assistance services provided for a fee are not. The 
                                                 
12  Case COMP M.90 56 – Generali CEE/AS, para. 16  and cases cited.  
13  Minutes of a call with a competitor.  
14  Case COMP M. 8905 – AXA Group/Roland, para.13ff and cases cited.  
15  Case COMP M.4701 – Generali/PPF Insurance Business, para. 29.  
16  Case COMP M.4701 – Generali/PPF Insurance Business, para. 30.  
17  Case COMP M. 8905 – AXA Group/Roland, para.  14. 
18  Case COMP M. 8905 – AXA Group/Roland, para. 25 and cases cited.  
 
 
6 only relevant difference between both types of services from a customer’s  
perspective is that i n insurance -based assistance services the customer pays an 
insurance premium (as opposed to a “pay per use” model when procuring assistance 
services for a fee). Hence, from a demand -side perspective the products are 
somewhat interchangeable. However, while  the insurance -based assistance product 
is often sold in a bundle with other insurance products (e.g. in case of road side 
assistance, it can typically be sold together with motor vehicle insurance), the fee -
based assistance service product is typically so ld on a stand -alone basis.  
(26) The Notifying Party further considers that the putative market for assistance should 
include in -house provision of equivalent services by vertically integrated insurance 
companies, as these exert competitive pressure on third pa rty providers. In addition, 
the direct provision of assistance insurance to end -customers should be considered as 
part of the same market as “assistance reinsurance” provided to insurers, which then 
bundle the assistance insurance with related insurance pr oducts and sell this bundle 
to end -customers.  
(27) The Notifying Party did not provide an opinion on the geographic dimension of the 
market but assumed it to be national in scope.  
(28) In any case, the Notifying Party argues that the market definition can be left op en as 
no concerns arise under either market delineation.  
5.3.3.  Commission’s assessment  
(29) The Commission notes that fee -based assistance services are mostly sold to 
corporate customers while insurance -based assistance services are customarily 
bundled with related i nsurance products and sold to end -customers. However, at 
least in the Portuguese market, there seem to be overlaps in terms of customers with 
some procuring both assistance in the form of a service and in the form of an 
insurance.  
(30) In any case, for  the purpose of the present decision, the exact market definition for 
the provision of assistance services  can be left open as the transaction does not raise 
serious doubts as to its compatibility with the internal market under any plausible 
market definit ion, regardless of whether fee -based assistance services and insurance -
based assistance services form part of the same product market . 
6. COMPETITIVE ASSESSMEN T 
(31) Horizontally , the following markets are affected:19 (i) Accident insurance (a potential 
sub-segment  of the accident and sickness non -life insurance market), (ii) Motor 
vehicle insurance (and potential sub -segments thereof), (iii) Goods in transit 
insurance (a potential sub -segment of the MAT non -life insurance market), and (iv) 
Assistance services.   
                                                 
19  See Commission Regulation (EC) No 802/2004 of 21 April 2004 implementing Council Regulation (EC) 
No 139/2004 on the control of concentrations between undertakings, OJ L 133, 30.4.200 4, p.1 (the 
“Implementing Regulation”), Annex I, Section 6.3.  
 
 
7 (32) Vertically , the following markets are affected: health insurance management services 
(upstream), and health insurance (a potential sub -segment of the accident and 
sickness non -life insurance market) (downstream).  
(33) The table below includes the  Parties market s hares  in the affected markets . 
Table 1: Affected markets in Portugal in 2018  
Market shares based on GWP in million E uro 
 Accident 
Insurance  Motor 
Vehicle 
Insurance  Assistance 
services  Goods in 
transit 
insurance  Health 
insurance  
(downstream)  Health 
insurance 
management 
services  
(upstream)  
Combined 
market 
share  [20-30]% [20-30]% [30-40]% [20-30]% [10-20]% [10-20]% 
Seguradoras 
Unidas / 
AdvanceCare  [10-20]% [10-20]% [20-30]% [20-30]% [5-10]% [10-20]% 
Generali  [5-10]% [0-5]% [5-10]% [0-5]% [0-5]% / 
 
6.1. Horizontally -affected markets  
6.1.1.  General considerations  
(34) The horizontally affected markets in this case (accident insurance, motor vehicle 
insurance, goods in transit insurance, and assistance services)  present a certain 
number of similarities listed below.  
(35) In most horizontally affected market, the Parties’ combined market share is below 
25%, the level under which concentrations are presumed to no t impede effective 
competition.20 In the only segment where  the Parties exceed this threshold, their 
market share rem ains below 35%. The Parties’ market shares are thus significantly 
below the threshold under which a transaction is presumed to give rise to the 
creation or strengthening of a dominant position.21 
(36) In addition, in each horizontally affected market, the increm ent brought about by the 
smaller party (Generali) is relatively small, and in any event below 6%. The market 
investigation further did not reveal that Generali is a strong or disruptive player on 
the market, which would mitigate the relevance of such limit ed increment.  
                                                 
20  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 031, of 05/02/2004 (the “Horizontal Merger Guideli nes”), 
para. 18.  
21  Horizontal Merger Guidelines , para. 17.  
 
 
8 (37) Furthermore, non -life insurance markets in Portugal are typically not strongly 
concentrated. On all horizontally affected markets, a significant number of 
competitors (at least nine) remain active, typically including the leading insurer for  
non-life insurance in Portugal, Fidelidade. As a result, customers would retain the 
ability to switch to a number of alternative suppliers post -transaction. The relatively 
limited concentration levels on these markets, combined with the lack of symmetry 
among Portuguese insurers preclude coordinated effects from arising as a result of 
the transaction.22 
(38) Finally , no respondent to the market investigation indicated that the transaction 
would be likely to  have any negative impact on  competition in the market s for non -
life insurance services in Portugal.  
6.1.2.  Accident insurance  
6.1.2.1.  Notifying Party’s view  
(39) The Notifying Party states that  the overlap between the Parties’  activities does not 
give rise to competition concerns , notably on the grounds tha t: (i) the combined 
market share23 in the potential market for accident insurance is only slightly over the 
affected market threshold of 20%; (ii) the increment of the concentration is small, 
and (iii) when combined with the market share in the market of health insurance 
(which is part of the same national insurance class), the combined market share is 
below 20%.  
(40) In addition, and this applies to all affected markets, the Notifying Party considers 
that switching costs are low, there are low barriers to entry and practically no 
capacity constraints for expansion and there are well -established and accessible 
distribution channels.  
6.1.2.2.  Commission’s assessment  
(41) The table below includes the  Parties and their main competitors’  market shares.  
  
                                                 
22  Horizontal Merger Guidelines , paras. 39 and 48.  
23  Unless otherwise noted, the market shares in this decision are based on GWP.  







 
 
16 (67) In terms of customer foreclosure,  given the modest combined market shar e in the 
downstream market for health insurance, the combined entity would not be in a 
position to restrict the access of its upstream rivals to a significant customer base.  
Furthermore, the main competitors of the combined entity, Fidelidade, Ageas and 
Allianz, currently operate vertically integrated businesses, effectively creating their 
own customer base for health insurance management services.  
(68) Apart from  that, the Parties’ existing supply relationships (see para. 56) imply that 
the transaction will have a limited impact on the market structure and will not result 
in significant merger -specific changes, as confirmed by the market investigation.29 
6.2.3.  Conclusion  
(69) In light of the above considerations, the Commission considers that the Transaction 
does not rai se serious doubts as to its compatibility with the internal market as a 
result of either input or customer foreclosure on the markets for health insurance 
management services (upstream) and health insurance (downstream)  in Portugal . 
7. CONCLUSION  
(70) For the abov e 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 Ar ticle 57 of the EEA Agreement .  
 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
 
 
                                                 
29  Email from a competitor and  minutes of a call with a competitor .