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,  26.7.2018  
C(2018 ) 5078 fi nal 
  
 
To the notifying party:  
Subject : Case M.8905 - AXA GROUP / ROLAND  
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 29 June 2018, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which AXA 
Konzern AG (Germany , "AXA", also referred to as the "Notifying Party") , 
belonging to the AXA Group (Fran ce, "Axa Group"), acquires within the meaning 
of Article 3(1)(b) of the Merger Regulation sole control of the whole of 
ROLAND Rechtsschutzversicherungs AG ("Roland", Germany) by way of 
purchase of shares.3 Axa and Roland are designated hereinafter as the "Parties".  
1. THE PARTIES  
(2) AXA Germany is part of the AXA Group, a global insurance group headquartered 
in Paris, France. AXA  is active in the provision of life, health and other forms of 
insurance, as well as asset management and reinsurance services.  
                                                 
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 239 , 9.7.2018, p. 4.  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omitted has been replaced by ranges of figures or a 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.  PUBLIC VERSION  
 
2 (3) ROLAND i s a German based insurance company , mainly active in the provision 
of legal protection insurances, accident and breakdown insurances and assistance 
services.  
2. THE CONCENTRATION  
(4) By the proposed concentration , AXA will acquire 60% of the shares in Roland. 
Gothaer Finanzholding AG, Gothaer Lebensversicherung AG and Gothaer 
Allgemeine Versicherung AG (together referred to as "Gothaer") will acquire a 
non-controlling minority share of the remaining 40%.  AXA and the Gothaer 
Group have agreed on a corporate gove rnance structure for Roland which will 
afford AXA Germany sole control over Roland.  
(5) The concentration constitutes the acquisition of sole control  within the meaning 
of Article 3(1)(b) of the Merger Regulation of the whole of Roland  by Axa .  
3. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million4. Each of them has a n EU-wide turnover in excess 
of EUR 250 million, but  they do not achieve more than two -thirds of their 
aggregate EU-wide turnover with in one and the same Member State.5 The 
notified operation therefore has an EU dimension.  
4. ASSESSMENT  
4.1. Product m arket definition  
(7) The Parties are active  in (i) providing non -life insurance products , (ii) assistance 
services , (iii) the distribution of insurance  products , and (iv) reinsurance .  
4.1.1.  Provision of non -life insurance products  
(8) The Commission has considered in previous cases that non -life insurance do not 
compete on the same product market as life insurance and re -insurance6. The 
Commission further considered several potential segments within non -life 
insurances, namely the following segments: (i) accident and sickness; (ii) motor 
vehicle; (iii) property; (iv) marine, aviation and transport; (v) liability; (vi) credit 
and sur ety ship; and (vii) travel7. However, ultimately, the Commission left the 
exact product market definition in relation to non -life insurance open.  
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation .  
5  While Roland achieves more than two -thirds of its aggregate Union -wide turnover within one Member 
State , Axa does not.  
6  Cases COMP/ M.5384 ,  BNP Paribas/Fortis , COMP/ M.5083, Groupama/OTP Garancia , COMP/ M 
4284, Axa/Winterthur , COMP/ M.4701,  Generali/PPF Insurance Business ,  
7  Cases COMP/M.8617, Allianz / LV General Insurance Businesses , para 9; COMP/M.7233, 
Allianz/Going concern of Unipolasai Assicurazioni, decision of 10 June 2014, para. 11; 
COMP/M.6957 IF P&C / Topdanmark , para. 18 and COMP/M.6848, Aegon/Santander/Santander 
Vida/Santander Generales , para. 24.  
 
3 (9) The Parties consider that in light of their activities, a possible separate  market 
could be defined for the underwriting of legal protection insurance. Legal 
protection insurances are insurances, designed to cover certain costs related to 
legal assistance of individuals, motor  vehicle owners , business owners and 
employees in lega l proceedings , regardless of whether a legal action is brought by 
or against the policyholder. The Parties submit that from a demand side 
perspective, legal protection insurance is not substitutable with other types of 
non-life insurance. The Parties also submit that the Commission could leave open 
the product market definition in relation to the underwriting of legal protection 
insurance.  
(10) In its preceding decisions, the Commission has tentatively considered a separate 
market for legal assistance insurance s, eventually concluding  however, th at that 
potential sub -segmentation  could be left  open8.  
(11) The Parties also submit that a separate market for protection letters (Schutzbrief) 
may be considered. Protection letters consists of a declaration of the insurer to 
provide protection to the policyholder in case of an unexpected event that poses a 
danger to the rights or the legally protected interests of the policyholder. The 
Parties eventually submit that the Commission could leave open also this 
potential sub-segmentation .  
(12) Against this background, the Commission considers that, f or the purpose of this 
case, the precise market definition s can be left open because no competition 
concerns would arise under any plausible product market definition.  
4.1.2.  Assistance s ervices  
(13) Assistance services include organizing supports for customers. Assistance service 
policies are provided to both private customers and corporate customer s such as, 
e.g., insurance companies, fleet owners or manufacturing companies, which 
include the se services in the product offering for their customers . 
(14) In its previous decisions , the Commission has defined a separate market for the 
provision of assistance services. It noted that, in such a market, it is the assistance 
provider who organizes the assi stance to the policyholder, while it is the insurer 
who covers the costs of such unexpected events.9 The Commission previously 
considered potentially separate sub -segment for road assistance10 and travel 
assistance.11  
(15) In the past, t he Commission has tentati vely considered that the market for 
assistance services could be further sub -divided into services provided to 
consumers purchas ing contracts on an individual basis, and corporate customers 
who purchase roadside assistance services to cover their own fleet  or who buy the 
services in bulk to resell such services to their own customers, often bundled with 
                                                 
8  See, for example: Case COMP/M.8257 – NN Group  / Delta Lloyd , para 73; Case no COMP/M.7233 – 
Allianz / Going Concern of Unipolsai Assicurazioni , para 13  
9  Cases COMP/M 6649 – Allianz / Insurance Portfolio and Brokerage Services of GAN Eurocourtage , 
para 17; M.3772 – Aviva / RAC , para. 13; IV/862 AXA/ UAP, para 9; M.4701 – Generali / PPF 
Insurance Business , para 29.  
10  Case COMP/M. 3772 – Aviva / RAC, para 13.   
11  Cases COMP/M.4701 – Generali / PPF Insurance Business , para. 30; IV/M.862 – AXA / UAP , para 9.  
 
4 another product. Furthermore, it considered a potential sub -segmentation of the 
market according to the type of customers (brand strength and reassurance 
oriented customers on the one hand and price oriented customers who see the 
service as commodity on the other hand), as was suggested during the market 
investigation. Eventually, in such instances the Commission decided to leave 
open the exact definition of the product market.12  
(16) The Parties submit that a distinction between assistance services and the markets 
for the underwriting of insurance policies is not appropriate. The Parties also 
submit that it would not be appropriate to distinguish between assistance services 
based on whether the underlying agreement has been entered into with a private 
individual or a corporate customer.  
(17) Against this background, f or the purpose of this case, the Commission  considers 
that the precise market definitions can be left open because no competition 
concerns would arise under any plausible product market definition.  
4.1.3.  Reinsurance  
(18) Reinsurance consists of providing insurance cover to another party, the insurer, 
for part  or all of the liabilities assumed by the latter party under a policy or 
policies of insurance which it has issued. It is a means of risk management, to 
transfer risk from the insurer to the reinsurer.  
(19) In its prior decisional practice, the Commission has t entatively considered but 
ultimately l eft open whether, within the reinsurance market, a further distinction 
between life and non -life segments should be considered, and whether within the 
non-life segment, an additional segmentation according to the class  of risk 
covered should be considered.13 
(20) The Parties submit that the market comprises all reinsurance, given the large 
degree of supply -side substitutability.  
(21) Against this background, the Commission considers that, for the purpose of this 
case, t he precise  market definitions can be left open because no competition 
concerns arise under any plausible product market definition.  
4.2. Geographic market definition  
4.2.1.  Provision of non -life insurance products  
(22) In previous cases, the Commission considered markets for insuran ce products to 
be national in scope .14 However, the Commission has ultimately left the exact 
scope of the geographic market open.  The Parties agree to this approach . 
                                                 
12  Case COMP/M. 3772 – Aviva / RAC, para 17.  
13  Case COMP/M.8257, NN Group /Delta Lloyd , para. 104. 
14  Cases COMP/M.7233, Allianz / Going concern of Unipolasai Assicurazioni, decision of 10 June 2014, 
para. 20; COMP/M.6957 IF P&C / Topdanmark , para. 30, COMP/M.6521,  Talanx  International / 
Meiji Yasuda Life Insurance / Warta , para. 56. 
 
5 (23) For the purpose of this case  the precise geographic market definition can be left 
open beca use no competition concerns arise under any plausible geographic 
market definition.  
4.2.2.  Assistance services  
(24) The Parties submit that the geographic market for assistances services is national 
or wider (regional) in scope.  
(25) In its decisional practice, the Commission has defined the relevant geographic 
market for travel assistance services and roadside assistance services to be 
national in scope.15  
(26) Against this background, the Commission considers that, for the purpose of this 
case the precise geographic mar ket definition can be left open because no 
competition concerns arise under any plausible geographic market definition.   
4.2.3.  Reinsurance  
(27) In previous cases, the Commission considered markets for reinsurance to be 
global in scope due to the need to pool risks o n a worldwide basis.16 However, the 
Commission has ultimately left the exact scope of the geographic market open. 
The Parties agree to this approach.  
(28) Against this background, the Commission considers that, for  the purpose of this 
case the precise geographic  market definition can be left open because no 
competition concerns arise under any plausible geographic market definition.  
4.3. Competitive assessment  
(29) The Parties and Gothaer's market shares are represented in the table below.  
Table 1: market shares of the Pa rties  and Gothaer  
  AXA  Roland  Combined  Gothaer  
Non-life 
insurance  Legal protection insurance (Italy)  [0-5]% [5-10]% [5-10]% [0-5]% 
Legal protection (Germany)  na na     
Protection letters (Germany)  [0-5]% [0-5]% [0-5]% [0-5]% 
Assistance 
services  Assistance services (Germany)   [0-5]% [0-5]% [0-5]% [0-5]% 
Roadside assistance (Germany)  [0-5]% [0-5]% [5-10]% [0-5]% 
Other assistance (Germany)  [0-5]% [0-5]% [0-5]% [0-5]% 
Assistance services, Corporate 
customers (Germany)  [5-10]% [5-10]% [10-20 ]% [0-5]% 
Assistance services, Corporate 
customers (excl. Intra -group) 
(Germany)  [5-10]%   [10-20]% [10-20 ]%  [0-5]% 
Reinsurance (global)  [0-5]% [0-5]% [0-5]% [0-5]% 
Source: Data provided by the Parties  
                                                 
15  See: Case COMP/M.4701 – Generali / PPF Insurance Business , para. 30.  
16  See cases M.5925 – MetLife / Alico / Delam , M.5083 – Groupama / OTP Garancia , M.4059 – Swiss 
Re / GE Insurance Soluti ons and M.6053 - CVC / Apollo /Brit Insurance  
 
6 (30) Based on the Part ies' estimates, the combined market share  are well below 20% 
under all plausible market definitions.  
(31) Since the Parties' combined market shares do not exceed 20% on any horizontally 
or vertically related markets, the Transaction does not gi ve rise to any affect ed 
markets and will not raise competition concerns.  
(32) Even taking the activities of Gothaer into account, the assessment does not 
change due to the still very limited overall market of all parties involved . 
(33) For these reasons, the Transaction does not raise c oncerns as to its compatibility 
with the internal market.  
5. CONCLUSION  
(34) 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 dec ision 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