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 . 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has been replaced by ranges of figures or a 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.   EUROPEAN COMMISSION  
Brussels, 12.08.2021  
C(2021 ) 6077 final  
PUBLIC VERSION  
 
 
 
 
 
Vienna I nsurance Group  AG 
Wiener Versicherung Gruppe  
Schottenring 30  
1010 Vienna  
Austria  
Subject : Case M.10102 – VIG/AEGON CEE  
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 15 July 2021 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of Counc il Regulation (EC) No 139/2004,3 by 
which Vienna  Insurance  Group AG Wiener Versicherung Gruppe ( ‘VIG’ or the 
‘Notifying Party’, Austria ) acquires  within the meaning of Article  3(1)(b) of the 
Merger Regulation sole control of  AEGON Hungary Holding B.V., AEGON 
Hungary Holding II B.V., AEGON Poland/Romania Holding B.V., and AEGON 
Turkey Holding B.V. ( collectively  ‘AEGON CEE ’ or the ‘Target’ and t ogether with 
                                                 
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  
‘Communi ty’ 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  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).  

 
 
2 VIG, the ‘Parties ’)4. The concentrat ion is accomplished by way of purcha se of shares  
(the ‘Transaction’).  
1. THE  PARTIE S  
(2) VIG is the holding company of Vienna Insurance Group, an international insurance 
group headquartered in Austria.  It conducts its business through subsidiaries and 
branches in 30 countries, mainly in the Central  and Eastern Europe region  (‘CEE’). 
It offers life and non -life insurance services pursuing a multi -brand strategy based on 
established local brands , as well as local management.  
(3) AEGON CEE encompasses the Hungarian, Polish, Romanian and Turkish 
businesses of the A EGON  Group of the Netherlands. It is active in the fields of life 
and non -life insurance, pension fund business, asset management and related 
ancillary services.  
2. THE  OPE RATION  
(4) The Transaction will be implemented pursuant to a Sale and Purchase Agreement 
(‘SPA’) signed by VIG and Aegon N.V. on 29 November 2020.  
(5) Pursuant to the SPA, VIG will acquire the entire issued share capital of the entities 
that together form AEGON CEE.  
(6) Therefore, VIG will have sole control over AEGON CEE.  
3. UNION  DIME NSION  
(7) The notified operation has a Union dimension pursuant to Article 1(2) of the Merger 
Regulation, as (i) the undertakings concerned have a combined aggregate world -
wide turnover of more than EUR 5 000 million (VIG: 10 429 million, AEGON CEE: 
[…]), (ii) each of them has a EU -wide turnover in excess of EUR 250 million (VIG: 
[…], AEGON CEE: […]) and (iii) n ot each of the undertakings concerned achieves 
more than two -thirds of its aggregate Union -wide turnover within one and the same 
Member State .  
4. PROCE DURE  PURSUANT TO  THE  HUNGARIAN RULE S ON FO RE IGN DIRE CT 
INVE STME NT  
(8) […]. On 6 April 2021, t he Minister denied the application from VIG to proceed with 
the Transaction  (the ‘Veto Decision’) .5 […]. The Commission’s assessment of the 
competitive impact of the Transaction, as a concentration with a Union dimension, 
under the Merger Regulation, is without prejudice […] to the Veto Decision. It is 
also without prejudice to any assessment of the Veto Decision  by Hungary under 
Article 21(4) of the Merger Regulation.  
                                                 
4  Publication in the Offici al Journal of the European Union No C 29 3, 23.7.2021, p. 6.  
5   [Information on the procedure pursuant to Hungarian rules on foreign direct investment] . 
 
 
3 5. COMPE TITIVE ASSE SSME N T 
5.1. Analytical framework  
(9) Under Articles 2(2) and 2(3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
(10) A concentration can entail horizontal effects. In this respect, in addition to the 
creation or strengthening of a  dominant position, the Commission Guidelines on the 
assessment of horizontal mergers under the Merger Regulation6 (“the Horizontal 
Merger Guidelines”) distinguish between two main ways in which mergers between 
actual or potential competitors on the same r elevant market may significantly impede 
effective competition,7 namely (a) by eliminating important competitive constraints 
on one or more firms, which consequently would have increased market power, 
without resorting to coordinated behaviour (non -coordina ted effects); and (b) by 
changing the nature of competition in such a way that firms that previously were not 
coordinating their behaviour are now significantly more likely to coordinate and 
raise prices or otherwise harm effective competition. A merger ma y also make 
coordination easier, more stable or more effective for firms, which were coordinating 
prior to the merger (coordinated effects).  Concentrations which, by reason of the 
limited market share of the undertakings concerned are not liable to impede effective 
competition may be presumed to be compatible with the internal market. An 
indication to this effect exists, in particular, where the market share of the 
undertakings concerned does not exceed 25 % either in the internal market or in a 
substantial  part of it.8 
(11) Furthermore, a concentration can entail vertical effects. The Commission Guidelines 
on the assessment of non -horizontal mergers under the Merger Regulation9 (the 
“Non - Horizontal Merger Guidelines”) also distinguish between two main ways in 
which non -horizontal mergers may significantly impede effective competition: (a) 
when they give rise to input and/or customer foreclosure (non -coordinated effects); 
and (b) when the merger changes the nature of competition in such a way that firms 
that prev iously were not coordinating their behaviour, are now more likely to 
coordinate to raise prices or otherwise harm effective competition (coordinated 
effects).10 The Non -Horizontal Merger Guidelines distinguish two types of 
foreclosure: (a) where the merger is likely to raise the costs of downstream rivals by 
restricting their access to an important input (input foreclosure) and (b) where the 
merger is likely to foreclose upstream rivals by restricting their access to a sufficient 
customer base (customer fore closure)11. According to the Non -Horizontal Merger 
Guidelines, the Commission is unlikely to find concern in non -horizontal mergers, 
                                                 
6  Commission Guidelines on the assessment of horizontal mergers under the Merger Regulation, OJ C 31, 5 
February 2004, p aragraphs  5–18.  
7  Ibid, paragraph 22.  
8  Ibid, paragraph 18.  
9  Commission Guidelines on the assessment of non -horizontal mergers under the Merger Regulation , OJ C 
265, 18  October 2008, p aragraphs  6–25. 
10  Ibid, para graph s 17-19. 
11  Ibid, para graph  30.  
 
 
4 where the market share post -merger of the new entity in each of the markets 
concerned is below 30%.12 
5.2. Activities of the Parti es 
(12) The Transaction results in horizontal overlaps in the field of insurance products. 
More precisely, the Parties overlap in Hungary  in the life and non -life insurance 
sector s and in Romania in the life insurance sector . In each of these, the Transaction 
gives rise to horizontally affected markets on certain plausible segmentations . These 
possible markets are assessed in Section 5.4.1 .  
(13) The Transaction also results in horizontal overlaps in Poland in the life and the non -
life insurance sectors . However, the Transaction does not give rise to any 
horizontally affected markets in Poland on any plausible market definition. 
Moreover, the market investigation did not give ris e to any suggestion that the 
Transaction would raise serious doubts as to its compatibility with the internal 
market in any markets in Poland. Therefore, these markets will not be further 
assessed in this decision.13  
(14) The Transaction results in minor vertic al relationships between the Parties' life and 
non-life insurance activities on the one hand and their limited activities in the fields 
of reinsurance, asset management and insurance distribution on the other hand. 
These vertical links are assessed in Sect ion 5.4.2 . 
5.3. Market definitions  
5.3.1.  Product market definitions   
(15) In previous decisions, the Commission distinguished between three broad categories 
of insurance products: ( i) life insurance, (ii)  non-life insurance and 
(iii) reinsurance.14 The Commission also considered the definition of a downstream 
market for insurance distribution,15 upstream markets for asset management16 and 
pensions' administration,17 and considered assist ance services as distinct from the 
provision of non -life insurance products.18 The Transaction leads to horizontally 
affected markets in relation to life insurance and non -life insurance.  
                                                 
12  Ibid, para graph  25.  
13  Form CO, Sections 6.5 and 6.6. Replies to Q1 – eQuestionnaire to competitors, question 26 and Q2 – 
eQuestionnaire to customers, question 27.  
14  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
para.  7; Case M.9531 – Assicurazioni Generali/Seguradoras Unidas/AdvanceCare, para.  9; Case M.7478 – 
Aviva/Friends Life/Telenet, para. 23; Case M.6883 – Canada Life/Irish Life, para. 16.  
15  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia , Poland and Slovakia), 
para.  7. 
16  Case M.8257 – NN Group/Delta Lloyd, paras. 108-115; Case M.6812 SPFI/Dexia, paras. 30-33. 
17  Case M.8257 – NN Group/Delta Lloyd, paras. 78-81. 
18  Case M.9531 – Assicurazioni Generali/Seguradoras Unidas/AdvanceCare, para.  9. 
 
 
5 5.3.1.1.  Life insurance  
(A) Commission’s decisional practice  
(16) As regards the produ ct market definition for life insurance products, from a  demand -
side perspective  the Commission distinguished between the following product 
categories in its decisional practice: (i)  pure risk protection products, (ii)  pension 
products, and (iii)  savings/i nvestment products .19  
(17) In certain decisions, the Commission also distinguished between life insurance for 
individuals and for group customers.20 Furthermore, a distinction between unit -
linked (and index -linked) life insurance products on the one hand and non -unit-
linked (and non -index -linked) life insurance products on the other hand was 
considered as well.21 
(18) In some cases, the Commission has considered additional segmentations of the life 
insurance sector , including based on national insurance classifications  or between 
individual and group customers.22 
(19) However, from a  supply -side perspective , the Commission has recognised that the 
conditions for the provision of life insurance covering  different risk types are quite 
similar and most large insurance companies a re active in several risk types , which  
suggests that many different types of life insurance could be included in the same 
relevant product market.23  
(20) The Commission has ultimately always left open the definition of the relevant 
product market for life insur ance.  
(B) Notifying Party’s submissions  
(21) The Notifying Party submits that the relevant product market would encompass all 
life insurance products (pure risk protection products, pension products and 
savings/investment products), as well as retail savings and investment products 
offered by other financial service providers on the bas is that: (i) there is a high 
degree of supply -side substitutability between life insurance products of different 
types, and (ii) from a demand -side perspective, life insurance savings and investment 
products compete with other retail savings and investment  products (such as 
investment funds, bonds, equities, savings accounts and deposits) offered by non -
insurance companies. However, the Notifying Party considers that ultimately the 
precise definition of the relevant product markets with regard to life insur ance 
products can be left open in the present case as the Transaction does not raise 
                                                 
19  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
para.  8; Case M.7478 – Aviva/Friends Life/Telenet, para.  13 and further cases cited therei n. 
20  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
para.  8; Case M.8837 – Blackstone/Thomson Reuters F&R Business, para.  29. 
21  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechi a, Poland and Slovakia), 
paras.  15 and 54; Case M.5075 – Vienna Insurance Group/EBV, paras.  36 and 103.  
22  Case M.1712 – Generali/INA , paras. 9 et seq . and Case M.2768 - Generali/Banca Intesa/JV, paras 11 -19. 
23  Case M.7478 Aviva/Friends Life/Tenet, paragraphs 15 -22 and Case M.4844 – Fortis/ABN Amro Assets, 
para.  71; Case M.4284 – AXA/Winterthur, paras.  9 to 10.  
 
 
6 competition  concerns even on  the basis of the Commission's  market definition 
practice related to the life insurance sector.24   
(C) Commission’s assessment  
(22) The market investiga tion indicated  that life insurance products are characterised by a 
high degree of supply -side substitutability.  In particular, all responding competitors 
active in Hungary that expressed a view and the majority of responding competitors 
active in Romania i ndicated that competition primarily takes place at the overall 
level of life insurance , since m ost insurers offer policies covering all life risks  (and 
categories).25 The majority of responding competitors in Hungary and Romania also 
submitted that insurers  providing one type of life insurance in a given country are 
generally capable of entering and competing to provide other types of life insurance  
in that country. For example, one insurer explained that: “ [t]he matter of either 
obtaining an authorization f or or a new life class of insurance or creating a new life 
product is not complicated nor does it represent a barrier, bureaucratic, technical or 
otherwise for any company having already a relevant level of experience in the life 
insurance sector ”.26 Most responding competitors active in Hungary and all 
responding competitors active in Romania that expressed a view further indicated 
that insurance companies that provide life insurance to  individual customers are also 
able to provide life insurance  to group c ustomers (and vice versa) without significant  
investments.27 
(23) In the same vein, the majority of customers in Hungary and Romania that expressed 
a view indicated that competition primarily takes place at the overall level of life 
insurance , as m ost insurers o ffer policies covering all life risks  (and categories).28 
Additionally, most customers in Hungary and Romania that expressed a view 
considered that insurance companies that provide insurance to individual customers 
are also credible as competitors supplying  life insurance to group customers (and 
vice versa).29 
(24) In any event, the Commission considers that, for the purposes of the present 
decision, the exact scope of the product market definition for the supply of life 
insurance products can be left open, since the Transaction does not raise serious 
doubts as to its compatibility with the internal market under any plausible product 
market definition . 
5.3.1.2.  Non-life insurance  
(A) Commission’s decisional practice  
(25) In the past, the Commission generally considered that, from a demand -side 
perspective , the characteristics and purposes of the different types of non -life 
insurance are distinct, and that there is typically no substitutability between different 
                                                 
24  Form CO, paragraphs 149 – 182. 
25  Replies to Q1 - eQuestionnaire – Competitors , questions 5 and 18.  
26  Replies to Q1 - eQuestionnaire – Competitors , questions 7 and 20. 
27  Replies to Q1 - eQuestionnaire – Competitors , questions 6 and 19.  
28  Replies to Q 2 - eQuestionnaire – Custome rs, questions 6 and 20. 
29  Replies to Q2 - eQuestionnaire – Customers , questions 7 and 2 1. 
 
 
7 types of insurance for the customer.30 In some cas es, the Commission considered 
that non -life insurance could be divided into as many different product markets as 
there are types of risks to insure.31 
(26) The Commission's precedents typically consider a distinction between the following 
non-life insurance segm ents: (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.32 
(27) In some cases, the Commission also considered additional segmentations o f the non -
life insurance sector, including based on national insurance classifications or 
between individual and group customers.33 
(28) However, the Commission also observed that from a supply -side perspective  there 
exists a  degree of  substitutability between v arious types of non -life insurance 
products, since the conditions for the supply of non-life insurance for certain types of 
risks are quite similar and most large non -life insurers are active in several types of 
risk coverage.34   
(29) The Commission has ultimat ely always left open the definition of the relevant 
product market for non -life insurance.  
(B) Notifying Party’s submissions  
(30) The Notifying Party submits that the relevant product market is the market for non -
life insurance, without further segmentation , in vie w of the high degree of supply -
side substitutability between different non -life insurance products . However, it also 
observes that the definition of the relevant product markets of non -life insurance can 
be left open in the present case as the Transaction does not raise competition  
concerns irrespective of the precise product market definition .35 
(C) Commission’s assessment  
(31) The market investigation indicated that non -life insurance products are characterised 
by a high degree of supply -side substitutability. Comp etitors of the Parties in 
Hungary and Romania that responded to the market investigation overwhelmingly 
believe that competition primarily takes place at the overall level of non -life 
insurance , since m ost insurers offer policies covering all non -life risk s.36 Most 
competitors active in Hungary and Romania that expressed a view indicated that 
insurers providing one type of non -life insurance are generally capable of entering 
                                                 
30  Case M.9 432 – Allianz Holdings/Legal and General Insurance, para.  8. 
31  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
para.  9. 
32  Case M.9796 – Uniqa/Axa (Insurance, Asset Managem ent and Pensions – Czechia, Poland and Slovakia), 
para.  9. 
33  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
paras. 8-9, Case M.7478 – Aviva/Friends Life/Telenet, para.  13 and further cases cited.  
34  Case  M.9432 – Allianz Holdings/Legal and General Insurance, para.  8. Case M.8257 – NN Group/Delta 
Lloyd, paras. 72. and 305.  
35  Form CO, paragraphs 192 -195. 
36  Replies to Q1 - eQuestionnaire – Competitors, question 11.  
 
 
8 and competing to provid e other types of non -life insurance.37 Most competitors 
explai ned that non -life insurance companies providing insurance to individuals are 
also able to provide it to group customers (and vice versa) without significant 
investments. For example, one competitor in Hungary explained that: “ [w]e are not 
aware of any stru ctural market barriers that would avoid the companies that offer 
insurance policies to group customers supply retail client (or vice versa). These 
markets are highly integrated ”.38 
(32) Similarly, customers’ responses to the market investigation pointed to a hig h degree 
of supply -side substitutability for non -life insurance products. Most customers in 
Hungary and Romania that expressed a view indicated that they can buy policies 
covering all types of non -life risks from most insurers  and consequently that 
competition primarily takes place at the overall level of non -life insurance .39 All 
customers that expressed a view considered that insurers who provide non -life 
insurance to individuals are also credible as competitors for supplying non -life 
insurance to g roup customers and vice versa.40  
(33) In any event, the Commission considers that, for the purposes of the present 
decision, the exact scope of the product market definition for the supply of non-life 
insurance products can be left open, since the Transaction d oes not raise serious 
doubts as to its compatibility with the internal market under any plausible product 
market definition .  
5.3.1.3.  Reinsurance   
(34) The Commission held in previous decisions that reinsurance consists in providing 
insurance cover to another insurer for some or all of the liabilities assumed under its 
insurance policies, in order to transfer risk from the insurer to the reinsurer. The 
Commission has considered a separate market for reinsurance (distinguished from 
the markets for the provision of life and non -life insurance) but has left  open  the 
question of whether the reinsurance market should be further segmented between life 
and non -life reinsurance.41  
(35) The Notifying Party submits that the relevant product market for reinsurance  can be 
left open in t he present case as the Transaction does not raise competition  concerns 
irrespective of the precise product market definition .42 
(36) The Commission considers that, for the purposes of the present decision, the exact 
scope of the product market definition for the  supply of reinsurance can be left open, 
since the Transaction does not raise serious doubts as to its compatibility with the 
internal market under any plausible product market definition .  
5.3.1.4.   Insurance distribution  
(37) In previous cases, the Commission has analysed whether the market for insurance 
distribution comprises only outward distribution channels or whether it should also 
                                                 
37  Replies to Q1 - eQuestionnaire – Compe titors , question 13.  
38  Replies to Q1 - eQuestionnaire – Competitors , question 1 2-12.1. 
39  Replies to Q2 - eQuestionnaire – Customers, question 13.  
40  Replies to Q2 – eQuestionnaire - Customers, question 14.  
41  Case M.8257 – NN Group/Delta Lloyd, paras. 103 to 107.  
42  Form CO, paragraphs 198 -200. 
 
 
9 be considered to include the sales force and office networks of the insurer ( that is to 
say direct sales). This question was ultim ately left open. The Commission has also 
considered whether a distinction could be made between the markets for the 
distribution of life and non -life insurance products , as well as whether there was a 
potential separate market for insurance broking , but ul timately left open the relevant 
product market definitions .43 
(38) The Notifying Party submits that the relevant product market for insurance 
distribution  can be left open in the present case , as the Transaction does not raise 
competition  concerns irrespective of the precise product market definition .44 
(39) The Commission considers that, for the purposes of the present decision, the exact 
scope of the product market definition for the supply  of insurance distribution can be 
left open, since the  Transaction does not raise serious doubts as to its compatibility 
with the internal market under any plausible product market definition .  
5.3.1.5.  Asset management  
(40) In previous cases, the Commission has considered the possibility of there being a 
relevant product market 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 . The Commission further considered the possible existence of 
separate relevant product markets for each of the types of products mentioned above.  
In previous cases, the Commission has judged that asset management services for 
private individuals should be considered to be distinct from other asset management 
services (as they often form part of retail banking). With regard to the other potential 
narrower markets within asset management (such as a market for custody services), 
the Commission has, however, al ways left the market definition open.45 
(41) The Notifying Party submits that the relevant product market for asset management  
can be left open in the present case , as the Transaction does not raise competition  
concerns irrespective of the precise product market  definition .46  
(42) The Commission considers that, for the purposes of the present decision, the exact 
scope of the product market definition for the  provision of asset management 
services can be left open, since the Transaction does not raise serious doubts as  to its 
compatibility with the internal market under any plausible product market definition .  
                                                 
43  Case M.6957 – IF P&C/Topdanmark, paras. 22 to 29. Case M.1307 – Marsh & McLennan /Sedgwick, 
para. 19.  With regard to insurance broking in particular, the Commission has considered that it is 
appropriate to defi ne separate relevant product markets for the supply of commercial risk brokerage (i) by 
type of underlying risk, and (ii) at least for certain risk types, by customer type (namely for sales to large 
multinational customers) – Case M.9829 – Aon/Willis Tower s Watson, Sections 6.14 and 6.15. [decision 
to be published]  
44  Form CO, paragraphs 201 -203. 
45  Case M.8257 – NN Group/Delta Lloyd, paras. 108 to 111.  
46  Form CO, paragraphs 211 -214. 
 
 
10 5.3.2.  Geographic market definitions  
5.3.2.1.  Life insurance  
(43) The Commission has considered that the sector for life insurance products and its 
segments are likely to be national  in scope, as a result of national distribution 
channels, established market structures, fiscal constraints and specific regulatory 
systems among Member States.47 
(44) The Notifying Party submits that the relevant geographic  market for life insurance  
can be left  open in the present case as the Transaction does not raise competition  
concerns irrespective of the precise geographic  market definition .48 
(45) The Commission ’s investigation did not indicate any reason  to depart from its 
previous  approach in the present case.  
5.3.2.2.  Non-life insurance  
(46) The Commission has considered that the sector for non -life insurance products and 
its segments are likely to be national in scope.49 For certain non -life insurance 
products, including MAT insurance and gene rally large risk insurance, the 
Commission considered the market is likely to be wider than national in scope.50 
(47) The Notifying Party submits that the relevant geographic  market for non -life can be 
left open in the present case as the Transaction does not ra ise competition  concerns 
irrespective of the precise geographic  market definition .51 
(48) The Commission ’s investigation did not indicate any reason to depart from its 
previous  approach in the present case.  
5.3.2.3.   Reinsurance  
(49) The Commission has consistently held in i ts decisional practice that the relevant 
geographic market for reinsurance is worldwide in scope due to the need to pool 
risks on a global basis.52 
(50) The Notifying Party submits that the relevant geographic  market for reinsurance  can 
be left open in the prese nt case as the Transaction does not raise competition  
concerns irrespective of the precise geographic  market definition .53 
(51) The Commission ’s investigation did not indicate  any reason to depart from its 
previous  approach in the present case.  
                                                 
47  Case M.9796 – Uniqa /Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
para.  10. 
48  Form CO, paragraphs 183 -184. 
49  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
para.  10. 
50  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
para.  10; Case M.9056 – Generali CEE/AS, para.  16 and further cases cited.  
51  Form CO, paragraphs 196 -197. 
52  Case M.8257 – NN Group/Delta Lloyd, paras. 105 to 107 . 
53  Form CO, paragraphs 201 -203. 
 
 
11 5.3.2.4.  Insurance distri bution  
(52) The Commission has previously considered insurance distribution to be national in 
scope but ultimately left the exact definition of the relevant geographic market 
open.54 For certain segments, in particular if they related to brokerage services in 
relation to large commercial or specialty risks, the Commission has considered such 
segments to be EEA -wide or worldwide in scope.55 
(53) The Notifying Party submits that the relevant geographic  market for insurance 
distribution  can be left open in the present case as the Transaction does not raise 
competition  concerns irrespective of the precise geographic  market definition .56 
(54) The Commission ’s investigation did not indicate  any reason t o depart from its 
previous approach in the present case . In any event, t he Commission considers that, 
for the purposes of the present decision, the exact scope of the geographic  market 
definition for the  provision of insurance distribution can be left open  between EEA -
wide and worldwide , since the Transaction does not raise serious doubts as to its 
compatibility with the internal market under any plausible geographic  market 
definition . 
5.3.2.5.  Asset management  
(55) The Commission has previously considered asset manageme nt to be national or 
EEA-wide in scope but ultimately left the exact definition of the relevant geographic 
market open.57  
(56) The Notifying Party submits that the relevant geographic  market for asset 
management  can be left open in the present case as the Transaction does not raise 
competition  concerns irrespective of the precise geographic  market definition .58 
(57) The Commission ’s investigation did not indicate  any reason to depart from its 
previous approach in the p resent case. In any event, the Commission considers that, 
for the purposes of the present decision, the exact scope of the geographic  market 
definition can be left open  between national or EEA -wide, since the Transaction 
does not raise serious doubts as to its compatibility with the internal market under 
any plausible geographic  market definition . 
5.4. Competitive Assessment  
5.4.1.   Horizontal Overlaps  
5.4.1.1.  Life insurance in Hungary   
(A) Market structure  
(58) The Notifying P arty estimates that the Parties’ combined market share in life 
insurance in Hungary is [10-20]% ([10-20]% for VIG, [5-10]% for AEGON CEE in 
                                                 
54  Case M.8617 – Allianz/LV General Insurance Business, para. 25.  
55  Case M.9196 – Marsh & McLennan/Jardine Lloyd Thompson Group, paras. 41 and 49 to 51.  
56  Form CO, paragraphs 201 -203. 
57  Case M.8257 – NN Group/Delta Lloyd, paras. 112 to 115.  
58  Form CO, paragraphs 201 -203. 


 
 
14 (64) Third , the Notifying Party further argues that the overall market for life insurance in 
Hungary should not be further segmented due to the high degree of supply -side 
substitutability  between the different types of products within the life insurance 
sector. In particular, it note s that the main life insurance competitors are active 
across all segments of life insurance. Therefore , the merged entity will continue to be 
constrained by a sufficient number of competitors across all segments of life 
insurance. Moreover, as these compet itors are major insurance groups, they are well 
placed to expand and constrain the merged entity across all product segments.65 
(C) Commission’s assessment  
(65) The Transaction gives rise to certain horizontally affected plausible life insurance 
markets in Hungary, with the Parties having market shares generally in the range of 
20-30% but in some cases up to [30-40]%, as illustrated in Table 1 above.66 
Nevertheless, the Commission considers that the Transaction is unlikely to give rise 
to serious doubts as to its comp atibility with the internal market for life insurance 
and its sub -segments in Hungary for the following reasons.  
(66) First, the merged entity will be a moderately sized competitor and will continue to 
face sufficient competitive pressure in the possible marke t for life insurance and its 
relevant segmentations in Hungary. In life insurance, VIG and AEGON CEE will 
together be the second largest player ( [10-20]%).67 The market investigation 
indicated that the Parties’ market share estimates appear accurate and a competitor  
indicated that the merged entity “ will not dominate the market in any major product 
segments ”.68 This is because the merged entity will continue to face competition 
from market leader Talanx/Magyar Posta ( [10-20]%), NN Group ( [10-20]%), 
Groupama ( [5-10]%), Generali ( [5-10]%), Allianz ( [5-10]%) and several smaller 
players. Both customers and competitors active in Hungary that responded to the 
market investigation indicated that these are strong life insurers, with competitors 
rating NN Group and Gen erali as particularly strong, and customers identifying NN 
Group, Groupama and Allianz as particularly strong competitors.69 All competitors 
and customers that expressed a view indicated that the insurers active in this market 
are an effective competitive c onstraint on the Parties, and that there will remain 
enough competitive pressure in the Hungarian life insurance market and in each of 
                                                 
65  Form CO, paragraphs 504.  
66  For complet eness, while value shares are generally comparable with volume shares, on a volume basis the 
merged entity’s share under the HNB’s classification for ‘life insurance with credit coverage to the extent 
it is index -linked or unit linked’ would be [60 -70]%, w hile it would be only [10 -20]% on a value basis. 
However, this volume share is almost exclusively due to VIG ([60 -70]%), […]. Even if shares were only 
considered on a volume basis the Transaction would not give rise to serious doubts in this segment as: (i ) 
there is strong supply -side substitutability across asset classes as described in paragraph (68), (ii) the 
increment from Aegon CEE is low ([0 -5]%) and so the comp etitive landscape would not change 
significantly, (iii) the merged entity will continue to be constrained by rivals – were VIG post -Transaction 
to increase its prices, this would remove its differentiation from competitors who would be well placed to 
erode  its volume basis market share.  
67  The Commission notes that a concentration giving rise to combined market shares of less than 25% may 
be presumed to be compatible with the internal market pursuant to paragraph 18 of the Horizontal Merger 
Guidelines.  
68  Replies to Q1 - eQuestionnaire – Competitors, question 8 .3.1. 
69  Replies to Q1 – eQuestionnaire – Competitors, question 8 and replies to Q2 – eQuestionnaire – 
Customers, question 9.  
 
 
15 its segments after the Transaction.70 For example, one customer explained that there 
will be: “ [s]till enough big players on the market, we beli[e]ve a fierce competition 
will remain” .71 A competitor indicated this remains true across all relevant life 
insurance products as: “ [a]ll the major ones [i.e. competitors] are competing in 
vario[u]s segments ”.72  
(67) Second, the Parties ar e not particularly close competitors . The majority of 
competitors that expressed a view, and all customers that expressed a view, indicated 
that while VIG and AEGON CEE do compete in life insurance and its segments in 
Hungary, there are other insurers who also compete as strongly/closely with them in 
life insurance overall and in each of its segments.73 For example, one customer 
explained that in its view “ VIG is more focusing on corporate clients while Aegon is 
more on individual clients” .74 
(68) Third, the merge d entity will face constraints across all segments of life insurance in 
Hungary due to a high degree of supply -side substitutability  and the fact that the 
major life insurers are already active across most (if not all) products – as also 
evident from parag raphs (22) and (66) and Table 1 above. Regarding the possibility 
of entry, one competitor explained that “ any licensed insurance company can 
provide other types of life insurance” , and the market investigation did not indicate  
any challenges for a life insurance provider to enter new life insurance segments in 
Hungary .75 In any event, life insurers appear already to be active across most life 
insurance segments – one insurer explained that the major insurance companies “ are 
present almost everywhere in Hungary. The competition is strong. These companies 
are able to sell insurance products in all types. ”76 Customers supported this, noting 
for example that “ [f]or the insurance products we purchase, they are offered by most 
insurers” .77 The ease of expansion in a segment where an insurer is already present 
was highlighted by one competitor, which explained “ [i]nsurers can flexibly change 
their life product portfolio in line with their business ”,78 indicating that they could 
expand to co nstrain the merged entity in any relevant market segments.  
(69) Finally, respondents to the market investigation indicated that the Transaction would 
not have a negative impact in the market for life insurance (or its plausible 
segmentations) in Hungary. All c ustomers that expressed a view indicated that the 
Transacti on would have either a positive  or a neutral impact on the competitive 
landscape for li fe insurance and its segments in Hungary , explaining that “ there are 
still enough [insurers with an] offer on the market which maintains competition” .79 
Similarly, all competitors that expressed a view indicated that the Transaction will 
                                                 
70  Replies to Q1 – eQuestionnaire – Competitors, question 8.3 and replies to Q2 – eQuestionnaire – 
Customers, question 9.3.  
71  Replies to Q2 – eQuestionnaire – Customers, question 9.3.1.  
72  Replies to Q1 – eQuestionnaire – Competitors, question 8.1.  
73  Replies to Q1 – eQuestionnaire – Competitors, question 9 and replies to Q2 – eQuestionnaire – 
Customers, question 10  
74  Replies to Q2 – eQuestionnaire – Customers, question 10.1  
75  Replies to Q1 – eQuestionnaire – Copmetitors, question 7.1.  
76  Replies to Q1 - eQuestionnaire – Competitors, question 8.1 . 
77  Replies to Q2 – eQuestionnaire – customers, question 6.1.  
78  Replies to Q1 – eQuestionnaire – Competitors, question 7.1.  
79  See replies to Q2 - eQuestionnaire – Customers, question 18 
 
 
16 have a neutral impact on the competitive landscape for life  insurance and its 
segments in Hungary.80 
(D) Conclusion  
(70) In light of the foregoing, the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market as a result of 
horizontal non -coordinated effects for the overall life insurance market in Hungary, 
or any of its plausible  segmentations.  
5.4.1.2.  Non-life insurance in Hungary  
(A) Market structure  
(71) The Notifying Party estimates that the Parties’ combined market share in non -life 
insurance in Hungary is [20-30]% ([5-10]% for VIG, [10-20]% for AEGON CEE). 
Therefore, the  Transaction will give rise to a horizontally affected possible market 
for non-life insurance (overall) in Hungary. In addition, the Transaction gives rise to 
further horizontally affected possible markets on certain plausible segmentations of 
non-life insurance in Hungary . 
(72) Table 2 below presents the Notifying Party’s estimates of the Parties’ market share s 
for the possible overall market for non -life insurance in Hungary , as well as for the 
plausible market segmentations in which an affected market aris es. The Parties’ 
largest competitors active in these segments are also identified. The below Table 
does not present market share estimates for those market segmentations which are 
not horizontally affected by the Transaction (either because the Parties’ ma rket 
shares are less than 20% or because there is no overlap) .  
(73) The market share estimates in the following Table are presented on three alternative 
bases: (i) following the Commission’s traditional segmentation of the relevant 
product market, as described  in Section 5.3.1.2  above, (ii) following the national 
insurance classification adopted by the Hungarian National Bank (‘HNB’), the 
Hungarian insurance regulator whic h collects and publishes market data from 
insurance companies in Hungary in its annual HNB Timeseries, and, for 
completeness, (iii) following the alternative segmentation adopted by the 
Association of Hungarian Insurance Companies Magyar Biztosítók Szövets ége 
(‘MABISZ’), which publishes market data annually in its Hungarian Insurers' 
Yearbook.  
                                                 
80  See replies to Q1 - eQuestionnaire – Competitors, question 10. 

 
 
18 entity’s market share remains around [20-30]%. The merged entity will only be the 
second  largest competitor in this market. The largest competitor will continue to be 
Allianz ( [20-30]%). The merged entity will continue to face competition from 
Allianz, as well as a number of effective competitors.84 
(76) Second, it argues that VIG and AEGON  CEE are  not particularly close competitors, 
since the Parties focus on different customer segments. [Confidential information 
regarding the Parties' sales strategies and customer focus.] .85 
(77) Third, the Notifying Party submits that it has significantly overestimated  the Parties’ 
combined market shares for assistance insurance  ([80-90]%, with a [0-5]% 
increment). The Parties offer assistance insurance as an ancillary product to the main 
insurance product  bought by a customer  (for example  as an add -on to car insurance) . 
This overestimation is because the vast majority of competitors do not report their 
assistance insurance turnover separately from the main product to the Hungarian 
National Bank. AEGON  CEE, however,  does report assistance insurance turnover 
separately , meaning its share is heavily inflated. [Confidential information regarding 
VIG's sales strategy regarding assistance insurance.] .86  
(78) Fourth, the Notifying Party further argues that the overall market for non -life 
insurance in Hungary should not be further se gmented due to the high degree of 
supply -side substitutability between the different types of products within the non-
life insurance sector . In particular, it notes that the main non-life insurance 
competitors are active across all segments of non-life ins urance. Therefore , the 
merged entity will continue to be constrained by a sufficient number of competitors 
across all segments of non -life insurance. Moreover, as these competitors are major 
insurance groups, they are well placed to expand and constrain th e merged entity 
across all product segments.87 
(C) Commission’s assessment  
(79) The Transaction gives rise to certain horizontally affected plausible non-life 
insurance markets in Hungary. The Parties have combined market shares generally 
in the range of 2 0-30% but in some cases up to [30-40]%, as illustrated in Table 2 
above. The only exception is assistance insurance, where AEGON CEE’s market 
share  is estimated at [80-90]% and there is a minimal increment from VIG of [0-
5]%, but AEGON CEE’s market share is signific antly overestimated as described 
below. T he Commission considers that the Transaction is unlikely to give rise to 
serious doubts as to its compatibility with the internal market for non-life insurance 
and its sub -segments in Hungary for the following reaso ns.  
(80) First, the merged entity will be a moderately sized competitor and will continue to 
face sufficient competitive pressure in the market for non-life insurance and its 
relevant segmentations in Hungary. In non-life insurance, VIG and AEGON  CEE 
                                                 
84  Form CO, paragraphs 15 -17. 
85  Form CO, paragraphs 660, 667.  
86  Form CO, footnote 297 and paragraph 632. RFI 4 paragraph 11 -12. 
87  Form CO, paragraph 661.  
 
 
19 will toge ther be the second largest player ( [20-30]%).88 The merged entity will face 
competition from market leader Allianz ( [20-30]%), Generali ( [10-20]%), Groupama 
([10-20]%), Uniqa ( [5-10]%) and several smaller players. The market investigation 
indicated that the Parties’ estimates are accurate, with the exception of travel 
assistance (as described in paragraph (83) below). Both customers and competitors 
active in Hungary  indicated that the aforementioned insurers are strong competitors 
to the merged entity, with both customers and competitors identifying Allianz as the 
strongest player, closely followed by the others.89 All customers that expressed a 
view and the vast majo rity of competitors that expressed a view considered that these 
insurers will be an effective competitive constraint on VIG and AEGON CEE post -
Transaction across all segments, and that there will remain sufficient competitive 
pressure in the Hungarian non -life insurance market (and its segments).90 One 
competitor explained that the Hungarian non -life insurance market “ has a lot of 
players [and] is competitive”.  This was echoed by another insurer, which explained 
“[t]he multiplicity of market participants and  the wide range of products ensure 
competition in the [non -life] insurance market ”.91 One customer noted that “ [l]arge 
international players are present on the Hungarian market. They create 
competition ”, which was supported by a competitor’s comments that “ [w]e consider 
the competition quite strong, where large internationals […] are present, but also 
local companies […] this environment [is] a competitive one, regardless of the 
Transaction”.92 Customers and competitors considered that sufficient competitors 
are present across all relevant segments of non -life insurance. For example, one 
customer explained that the main competitors “ are credible in all insurance 
segments ”.93  
(81) Second, the Parties  are not particularly close competitors. While some respondents 
noted that VIG and AEGON CEE are both particularly strong players in relation to 
property and casualty insurance, generally, the view was that they are not 
particularly close competitors to each other. The majority of competitors that 
expressed a view and all  customers that expressed a view indicated that while VIG 
and AEGON  CEE do compete in non-life insurance and its segments in Hungary, 
there are other insurers who also compete as strongly/closely with them in non-life 
insurance overall and in each of its s egments.94 For example, one competitor noted 
that “ competition [between the Parties] is the same as among other participants in 
the insurance market” .95 A customer also supported […] that the Parties’ focus is 
                                                 
88  The Commission note s that a concentration giving rise to combined market shares of less than 25% may 
be presumed to be compatible with the internal market pursuant to paragraph 18 of the Horizontal Merger 
Guidelines.  
89  Replies to Q 1 - eQuestionnaire – Competito rs, question 15 and replies to Q2 – eQuestionnaire – 
customers, question 16  
90  Replies to Q 1 - eQuestionnaire – Competito rs, question 15.3 and replies to Q2 – eQuestionnaire – 
customers, question 16.3.  
91  Replies to Q1 - eQuestionnaire – Competitors, question 15.3.1.  
92  Replies to Q1 - eQuestionnaire – Competitors, question 15.3.1 and replies to Q2 – eQuestionnaire – 
customers, question 16.3.1.  
93  Replies to Q2 – eQuestionnaire – customers, question 16.1.  
94  Replies to Q1 - eQuestionnaire – Competitors, question 16 and replies to Q2 – eQuestionnaire – 
customers, question 17.  
95  Replies to Q1 - eQuestionnaire – Competitors, question 16.1.  
 
 
20 differentiated, explaining that “ VIG is strong i n corporate non -life while Aegon is 
not that much ”.96 
(82) Third, the merged entity will face constraints across all segments of non-life 
insurance in Hungary due to a high degree of supply -side substitutability and the fact 
that the major non -life insurers are already active across most (if not all) products – 
as also evident from paragraphs (31), (32) and (80) and Table 2 above. Regarding 
the possibility of entry, one competitor explained that “ [t]he market is also fairly 
open to cross border service providers and newcomers too ”.97 In any event, 
competitors responding to the market  investigation indicated that the main non -life 
insurance competitors are already active across all relevant segments. One 
competitor explained that  “Most market players are universal companies, offering 
products in most/all non -life classes […]. Product -specialized insurance companies 
are very rare and play a niche role ”. Another noted that “ [t]he product range of 
companies operating in the non -life field is very wide and there is competition in all 
fields ”.98 This view was also shared by customers.99 The Commission’s investigation 
did not give any reason to consider that rivals would face challenges to expand their 
existing presence in particular in non-life insurance segments – quite the contrary, 
given that respondents considered that sufficient comp etitive pressure will remain 
across all segments after the Transaction.100 
(83) Fourth, regarding assistance insurance, the Notifying Party’s market share estimates 
appear to be significantly overestimated. All competitors responding to the market 
investigation i ndicated that they report their gross written premiums for assistance 
insurance policies to the Hungarian National Bank alongside the ‘main’ policy (such 
as motor or travel insurance), to which the assistance insurance policies are ancillary. 
They do not r eport assistance insurance separately.101 Therefore, it is clear that 
AEGON  CEE’s market share estimates are overstated , as AEGON CEE does report 
these figures separately . Six major insurers responding to the market investigation 
indicated that they provide assistance insurance services, and the market 
investigation did not give rise to any indication that the Transaction would result 
concentration for this product segment. Customers were split evenly between those 
who procure assistance insurance as an ancil lary product together with the ‘main’ 
insurance policy, and those who procure assistance insurance as a standalone policy 
from a different insurer than that which sells their ‘main’ policy.102 Post-Transaction, 
customers will therefore continue to have acces s to a ssistance insurance policies both 
from their ‘main’ insurer and others, as well as importantly from a  number of 
competitors besides the merged entity.  
(84) Finally, respondents to the market investigation indicated that the Transaction would 
not have a n egative impact in the market for non-life insurance (or its plausible 
segmentations) in Hungary. All customers that expressed a view indicated that the 
Transaction would have either a positive or a neutral impact on the competitive 
                                                 
96  Replies to Q2 – eQuestionnaire – customers, question 16.2.  
97  Replies to Q1 - eQuestionnaire – Competitors, question 1 7.1. 
98  Replie s to Q1 - eQuestionnaire – Competitors, question 1 1.1. 
99  Replies to Q2 – eQuestionnaire – customers, question 16.1.  
100  Replies to Q1 - eQuestionnaire – Competitors, question 15.3 and replies to Q2 – eQuestionnaire – 
customers, question 16.3.  
101  Replies to Q1 - eQuestionnaire – Competitors, question 14. 
102  Replies to Q2 – eQuestionnaire  - customers, question 15.  
 
 
21 landscape for non-life i nsura nce and its segments in Hungary; for example, one  
explained that “ there is still enough competition ”.103  As regards competitors, one 
insurer considered that the Transaction may have a negative impact on competition. 
However , this was a minority view as  the vast majority of competitors that expressed 
a view indicated that the Transaction will have a neutral impact on the competitive 
landscape for non-life insurance and its segments in Hungary.104  
(D) Conclusion  
(85) In light of the foregoing , the Commission consid ers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market as a result of 
horizontal non -coordinated effects for the overall non -life insurance market in 
Hungary, or any of its plausible segmentations . 
5.4.1.3.  Life insurance in Romania  
(A) Market structure  
(86) The Notifying Party estimates that the Parties’ combined market share in life 
insurance in Romania is [20-30]% ([10-20]% for VIG, [5-10]% for AEGON CEE). 
Therefore, the  Transaction will give rise to a horizontally affe cted possible market 
for life insurance (overall) in Romania . In addition, the Transaction gives rise to 
further horizontally affected markets on certain plausible segmentations of life 
insurance in Romania . 
(87) The Table 3 below presents the Notifying Party’s estimates of the Parties’ market 
share s for the overall market for life insurance in Romania, as well as for the 
plausible market segmentations in which an affected market arises . The Parties’ 
largest competitors active in these segments are also identifi ed. The below Table 
does not present market share estimates for those market segmentations which are 
not horizontally affected by the Transaction (either because the Parties’ market 
shares are less than 20% or because there is no overlap) .  
(88) The market shar e estimates in the following Table are presented on two alternative 
bases: (i) following the Commission’s traditional segmentation of the relevant 
product market, as described in Section 5.3.1.1  above, and (ii) following the national 
insurance classification adopted by the Romanian Financial Supervision Authority  
(‘ASF’), the Romanian insurance regulator which collects and publishes market data 
from insurance companie s in Romania in its annual report on the Development of 
the Insurance Market.  
                                                 
103  Replies to Q2 – eQuestionnaire – Customers, question 18 and 18.1.  
104  Replies to Q1 - eQuestionnaire – Competitors, question 17 and 17 .1. 

 
 
23 (C) Commission’s assessment  
(93) The Transaction gives rise to certain horizontally affected plausible life insurance 
markets in Romania , with the Parties having market shares in the range of 20 -30%, 
as illustrated in Table 3 above. The Commission considers that the Transaction is 
unlikely to give rise to serious doubts as to its compatibility with the internal market 
for life insurance and its sub -segments in Romania for the following reasons.  
(94) First, t he merged entity will be a moderately sized competitor and will continue to 
face sufficient competitive pressure in the market for life insurance and its relevant 
segmentations in Romania. In life insurance, VIG and AEGON CEE will together be 
the second la rgest player ( [20-30]%).108 The market investigation indicated that the 
Parties’ market share estimates appear accurate and the increment is limited as 
AEGON CEE is considered to be a small player.109 Moreover, the merged entity will 
continue to face competiti on from market leader NN Group ( [30-40]%), 
Metropolitan Life ( [10-20]%), BRD ( [5-10]%), Allianz ( [5-10]%), Signal Iduna ( [5-
10]%) and several smaller players. Both customers and competitors  active in 
Romania that  respond ed to the market investigation indic ated that these are strong 
life insurers and supported the view that NN Group, Allianz and Metropolitan Life 
are the strongest competitors (with customers also rating Generali highly).110 All 
competitors and most customers that expressed a view indicated tha t these insurers 
are an effective competitive constraint on the Parties, and that there will remain 
enough competitive pressure in the Romanian  life insurance market and in each of its 
segments after the Transaction. One insurer elaborated that the penetration of life 
insurance is relatively low in Romania and so there is considerable room for growth 
and competition in the market, while pointing out that post -Transaction “ there are 
also other very strong competitors on the market ”.111  
(95) Second, the Part ies are not particularly close competitors. The majority of 
competitors that expressed a view indicated that the Parties do not compete closely, 
with the remainder of competitors and all customers that expressed a view stating 
that while VIG and AEGON CEE do compete in life insurance and its segments in 
Romania , there are other insurers who also compete as strongly/closely with them in 
life insurance overall and in each of its segments.112  For example, one competitor 
explained that in its view “ other importa nt players are active (NN, BRD, Groupama, 
Allianz, Generali) with relatively similar product design and features ”.113  
(96) Third, the merged entity will face constraints across all segments of life insurance in 
Romania due to a high degree of supply -side substit utability and the fact that the 
major life insurers are already active across most (if not all) products – as also 
                                                 
108  The Commission notes that a concentration giving rise to combined market shares of less than 25% may 
be presumed to be compatible with the internal market pursuant to paragraph 18 of the Horizontal Merger 
Guidelines.  
109  Replies to Q1 - eQuestionnaire – Competitors, question 21 and replies to Q2 – eQuestionnaire – 
customers, question 22.  
110  Replies to Q1 - eQuestionna ire – Competitors, question 21  and replies to Q2 – eQuestionnaire – 
customers, question 22.  
111 Replies to Q1 - eQuestionnaire – Competitors, question s 21.3 and 21.3.1  and replies to Q2 – 
eQuestionnaire – customers, question s 22.3 and 22.3.1. 
112  Replies to Q1 - eQuestionnaire – Competitors, question  22 and replies to Q2 – eQuestionnaire – 
customers, question  23. 
113  Replies to Q1 - eQuestionnaire – Competitors, question  22.1. 
 
 
24 evident from paragraphs (22), (23) and (94) and Table 3 above. Regarding the 
possibility of entry in new segments, one competitor explained that “ In general, life 
and composite insurers with significant activity have the ability t o expand to 
different insurance classes ”. Another added that “ [i]t is possible for one insurer to 
expand its range of life products offered by including products addressing different 
client segments. This type of expanding the business was visible in the p ast in the 
Romanian market ”.114 In any event, life insurers appear already to be active across 
most life insurance segments – one insurer explained that “ most life and composite 
insurers are offering an extended range of insurance products/ classes ”, with 
another adding: “ major players cover all insurance risks ”.115 Customers supported 
this, noting for example that “ [f]or the insurance products we purchase, they are 
offered by most insurers ”.116  Moreover, the market investigation did not indicate 
any challenge s for a life insurance provider to expand in life insurance segments 
where it is already active in Romania – quite the contrary, given that respondents 
considered that sufficient competitive pressure will remain across all segments.117   
(97) Finally, the market investigation indicated that the Transaction would be unlikely to 
have a negative impact in the market for life insurance (or its plausible 
segmentations) in Romania. One customer did indicate that the Transaction might 
have a negative impact on the market , while acknowledging that NN Group, and not 
the merged entity, would remain the largest insurer.118 However, another customer 
explained that “ the Transaction is with a relatively small life insurance company in 
Romania (Aegon) [so] we are not foreseeing imp ortant effects in [the] life insurance 
market ”. This absence of  concerns was supported by competitors – all competitors 
that expressed a view considered that the Transaction would have a neutral impact 
on the market. They explained that “ there are other st rong players in the market 
able to exercise competitive pressure on the merged entity”. Another  competitor 
added that  “Aegon has had a marginal presence/success on Romanian market, 
therefore we consider the Transaction will have a limited impact on this ma rket”, a 
view that was echoed by other insurers .”119  
(D) Conclusion  
(98) In light of the foregoing , the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market as a result of 
horizontal non -coordinated  effects for the overall life insurance market in Romania 
or any its plausible segmentations . 
5.4.1.4.  Overall conclusion on horizontally affected markets  
(99) In conclusion, for the reasons set out above, in paragraphs  (58) to (98), the 
Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the in ternal market as a result of horizontal non -coordinated 
                                                 
114  Replies to Q1 - eQuestionnaire – competitors, question 20.1  
115  Replies to Q1 - eQuestionnaire – competitors, question 18.1.  
116  Repli es to Q2 - eQuestionnaire – Customers, question 20.1.  
117  Replies to Q1 - eQuestionnaire – Competitors, question 15.3 and replies to Q2 – eQuestionnaire – 
customers, question 16.3.  
118  Replies to Q2 – eQuestionnaire – customers, question 24.  
119  Replies to Q1  - eQuestionnaire – Competitors, question 23 and 23.1.  
 
 
25 effects concerning  the markets for life and non -life insurance in Hungary and life 
insurance in Romania.  
5.4.2.  Vertical Overlaps  
5.4.2.1.  Reinsurance worldwide (upstream), insurance production in Hungary, Romania, 
Bulgaria, Slovakia, Latvia  (downstream)  
(100)  Both Parties are active on the upstream market for reinsurance and provide 
reinsurance to external clients for life and non -life risks. The Transaction thus gives 
rise to a vertically affected link between VIG and A EGON CEE’s worldwide 
reinsurance activities and the Parties’ activities in life and non -life insurance (and 
their relevant sub -segments) in Hungary, Romania, Bulgaria, Czechia, Slovakia and 
Latvia.  
(101)  Upstream, the Notifying Party estimates that the Parties’ combined market share in 
the supply of reinsurance is around [0-5]% at worldwide level.120 Even if the 
relevant product market were segmented between reinsurance for life insurance and 
reinsurance for non -life insurance, the Parties’ combined market share wo uld be less 
than [0-5]% (on either basis) worldwide .121 
(102)  Downstream, for the production of insurance, the Notifying Party estimates that the 
Parties’ market shares exceed 30% on certain plausible life and non -life insurance 
markets in Hungary122 and Romania123 as well as Bulgaria, Czechia, Slovakia and 
Latvia.124 However, in each case the Parties’ market shares would be no higher than 
[30-40]%, with two very limited exceptions in Hungary.125  
                                                 
120  Section 3 of the response to RFI 6.  
121  Reply to RFI 8 question 1.  
122  In Hungary, t here would be no vertically affected market for the provision of life insurance (overall) or 
non-life insurance (ove rall). However, if these product markets are further segmented the Notifying Party 
estimates that the Parties’ market shares in Hungary would be [30 -40]% for group life insurance and for 
group pure risk protection life insurance in 2020 ( Table 5(1) and Tab le 5(2) of the response to RFI 6). 
Similarly, for property insurance, under certain HNB and MABISZ segmentations the Parties’ market 
shares would be [30 -40]% and would be [80 -90]% in relation to assistance insurance ( Table 7B(20) and 
Table 7B(29) of the Fo rm CO. Estimates relate to 2020 for HNB and 2019 for MABISZ (as 2020 data is 
not yet available).  
123  In Romania, the Parties’ market shares are less than 30% in life and non -life insurance, but on a narrower 
basis the Parties’ market shares would be [30 -40]% in savings and investment life insurance in 2020  
(Table 7C(8) of the Form CO).  
124  VIG’s market share in the provision of life insurance was [30 -40]% in Bulgaria, [30 -40]% in Czechia and 
[30-40]% in Slovakia. In non -life insurance, VIG’s market share was [30-40]% in Latvia . These estimates 
relate to the 2019 year, but the Notifying Party submits that they would not be significantly different on 
the basis of the available figures for Q1 -Q3 of 2020, except for life insurance in Bulgaria where VIG’s 
market sh are would be lower, at [20 -30]%. (Form CO, paragraph 320)  
125  The first exception is for assistance insurance in Hungary ([80 -90]%), however, as detailed in paragraph 
(83) above, this estimate significantly overstates the Parties’ market shares and does not accurately reflect 
the fact that assistance insurance is generally offered together with other insurance products. The second 
exception is for the HNB’s classificat ion of ‘other retirement insurance’ in Hungary, where AEGON CEE 
has a [70 -80]% share. This relates to a segment of retirement insurance policies which do not allow 
customers to benefit from a tax allowance (the vast majority do); this segment is accordingl y less popular 
with customers and small (Response to RFI 8, question 2). Established suppliers providing retirement 
insurance with tax benefits  can easily enter this segment. In any event, there are no reinsurers that 
exclusively provide their upstream se rvices for ‘other retirement insurance’ in Hungary, i.e. without also 
providing such services for ‘retirement insurance’ more broadly (where the Parties’ shares are only [20 -
 
 
26 (103)  The Notifying Party submits that notwithstanding the Parties’ downstream sha res the 
Transaction does not give rise to any risk of customer foreclosure of the Parties’ 
rival providers of reinsurance, given the Parties’ negligible combined market share 
of the worldwide reinsurance market.126 
(104)  The Commission assesses below the risk that  the merged entity would seek to 
engage in customer foreclosure of insurance production with a view to foreclosing 
competing reinsurers upstream. For completeness, the Commission considers that 
input foreclosure is implausible given the Parties’ combined u pstream market shares 
of [0-5]% in reinsurance worldwide.  
(105)  The Commission observes that downstream the merged entity’s shares remain 
moderate ( [30-40]%) and that in each plausible national market a number of credible 
insurance providers will remain. Moreove r, providers of reinsurance will continue to 
be able to turn not just to customers in Hungary, Romania, Bulgaria, Czechia, 
Slovakia and Latvia, but also worldwide. As such, the merged entity is unlikely to 
have the ability to engage in customer foreclosure . Its negligible base of sales 
upstream (less than [0-5]% market share of reinsurance worldwide on any plausible 
definition) means that the merged entity is also unlikely to have the incentive to 
engage in such a strategy. All insurers responding to the Co mmission’s market 
investigation that expressed a view considered that the Transaction would have a 
neutral impact on the market for reinsurance.127 
(106)  For the above reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its c ompatibility with the internal market as regards the vertical 
links between the upstream market for reinsurance worldwide and the downstream 
markets for insurance production in Hungary, Romania, Bulgaria, Czechia, Slovakia 
or Latvia.  
5.4.2.2.  Asset management in H ungary and the EEA  (upstream), insurance  production in 
Hungary (downstream)  
(107)  AEGON CEE is active in the provision of asset management services in Hungary. 
VIG is not active in Hungary, but is active in other Member States.128 The 
Transaction gives rise to a vertically affected link between the Parties’ asset 
management activities in Hungary or the EEA and their life and non -life insurance 
activities.  
(108)  Upstream, for the provision of asset management, the Notifying Party estimat es that 
AEGON CEE’s market share is [5-10]% in Hungary. It is the fourth largest asset 
manager in Hungary after OTP group ( [20-30]%), ERSTE ( [10-20]%) and K&H 
([10-20]%), while also facing competition from a number of similarly sized rivals 
(MKB -Pannonia, Hold Alapkezelő  and Allianz all have market shares of [5-10]%). 
                                                                                                                                                      
30]%) or for other product types. The same is also true for assistance insurance ( Response to RFI 8 
questions 2 -3, to the best of the Parties’ knowledge). Therefore, customer foreclosure in these segments is 
implausible as the merged entity would lack the ability to engage in such a strategy.  
126  Form CO, paragraphs 323 -324. 
127  See replies to Q1 - eQuestion naire – Competitors, questions 24 -27. 
128  VIG currently has minor activities in asset management, primarily in Bulgaria. It is not active in Poland or 
Romania (i.e. where AEGON CEE is active in insurance production downstream) and s o no other national 
vertically affected markets arise (Response to RFI 8, question 5). [Confidential information regarding 
VIG's asset management business ]. 
 
 
27 Its market share would be [10-20]% on a narrower market of asset management 
services for institutional customers in Hungary, and [5-10]% or less on all other 
plausible segmentations. In the EE A, both VIG and AEGON CEE would hold a 
market share of less than [0-5]% on any plausible segmentation.129 
(109)  Downstream, for the production of insurance, the Notifying Party estimates that the 
Parties’ market shares exceed 30% on certain plausible life and non -life insurance 
markets in Hungary,130 Romania,131 Bulgaria, Czechia, Slovakia and Latvia.132 
However, in each case the merged entity’s market shares would be no higher than 
[30-40]%, with two limited exceptions.133 
(110)  The Notifying Party submits that the Transaction does not give rise to any risk of a 
customer foreclosure strategy targeted against rival asset managers, given the 
Parties’ moderate combined market shares in the downstream markets for life and 
non-life insurance and the presence of a number of alternativ e insurance providers 
that asset managers can sell to.134 
(111)  The Commission assesses below the risk that the merged entity would seek to 
engage in customer foreclosure of insurance production with a view to foreclosing 
competing asset managers upstream. For com pleteness, the Commission considers 
that input foreclosure is implausible given the Parties’ combined upstream market 
shares of [5-10]-[10-20]% in asset management in Hungary and less than [0-5]% in 
the EEA.  
(112)  The Commission observes that, regarding the link  in Hungary specifically, in the 
upstream production of insurance the merged entity’s shares remain moderate on the 
narrowest plausible segmentations ( [30-40]%) and on the wider downstream markets 
for life and non -life insurance its market shares are only [10-20]-[20-30]%. Post -
Transaction, a number of significant insurers will remain both in the overall markets 
and in each plausible segmentation, meaning that asset managers will continue to 
have a broad and sufficient customer base of Hungarian insurers to  turn to even if the 
merged entity were to attempt a foreclosure strategy. Likewise, as regards the 
vertical link at EEA -level, notwithstanding the merged entity’s national market 
shares in insurance a number of large international insurers will remain acr oss the 
EEA post -Transaction for asset managers to sell to. Upstream, the Parties have a 
very limited presence in asset management. Therefore, it is unlikely that the merged 
entity would have the ability or incentive to engage in such a strategy in Hungary  or 
at EEA -level. In addition, all insurers responding to the Commission’s market 
                                                 
129  Section 4 of the response to RFI 6. Estimates relate to 2020.  
130  As described in footnote 122 above for Hungary.  
131  As described in footnote 123 above for Romania.  
132  As described in footnote 124 above for these countries.  
133  These exceptions are assistance insurance in Hungary ([80 -90]%) and ‘other retirement insurance’ in 
Hungary under the HNB’s classification, as described in footnote 125. There are no asset managers used 
by VIG or AEGON CEE that only distribute either assistance insurance o r ‘other retirement insurance’ 
products in Hungary (Response to RFI 8 questions 2 -3, to the best of the Parties’ knowledge), and the 
Parties’ market shares on broader relevant insurance markets are considerably lower. Therefore, input 
foreclosure is implau sible as the merged entity would lack the ability to engage in such a strategy.  
134  Form CO, paragraph 367.  
 
 
28 investigation that expressed a view considered that the Transaction would have a 
neutral impact on the market for asset management.135 
(113)  For the above reasons, the Commission con siders that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as regards the vertical 
links between the upstream markets for asset management in Hungary or the EEA 
and the downstream markets for insurance produc tion in Hungary, Romania, 
Bulgaria, Czechia, Slovakia or Latvia.  
5.4.2.3.  Insurance production in Hungary (upstream), insurance distribution in Hungary 
(downstream)  
(114)  VIG distributes insurance products in Hungary for third parties and on its own 
behalf. AEGON CEE distributes insurance products on its own behalf (only) in 
Hungary.136 The Transaction gives rise to a vertically affected link between the 
Parties’ life and non -life insurance activities in Hungary and their insurance 
distribution activities in Hungary.  
(115)  Upstream, for the production of insurance, the Notifying Party estimates that the 
Parties’ market shares exceed 30% on certain plausible life and non -life insurance 
markets in Hungary.137 However, in each case the Parties’ market shares would be 
no higher than  [30-40]%, with two very limited exceptions.138 
(116)  Downstream, the Notifying Party estimates that VIG’s market share in the 
distribution of insurance products for third parties (i.e. outward channel only) would 
be [5-10]% or less. It would also be [5-10]% or le ss on any plausible (narrower) 
market definition.139 If both outward and direct distribution were considered, the 
Parties’ combined marke t share would be less than [10-20]% on any plausible 
definition in Hungary [ …]. At EEA -level, the Parties’ market shares would be less 
than [0-5]% on all plausible definitions.140 
(117)  The Notifying Party submits that the Transaction does not give rise to any risk of an 
input foreclosure targeted against rival insurance distribution providers, given the 
Parties’ moderate combined m arket shares in upstream markets for life and non -life 
insurance in Hungary.141 
                                                 
135  See replies to Q1 - eQuestion naire – Competitors, question 24.  
136  AEGON CEE distributes third parties’ insurance products in Poland and VIG distributes (only) its own 
insurance products in Poland. However, this vertical link with the Parties’ activities in the production of 
insurance in Poland is not vertically affected on any plausible market definition and so is not discussed 
further in this  decision.  
137  See footnote 122 above, which outlines the segments in Hungary on which the Parties’ combined market 
shares are 30% or higher.  
138  With the exception of  assistance insurance in Hungary ([80 -90]%) and ‘other retirement insurance’ under 
the HNB’s classification, as described in footnote 125. There are no insurance di stributors used by VIG or 
AEGON CEE that only distribute either assistance insurance or ‘other retirement insurance’ products in 
Hungary (Response to RFI 8 questions 2 -3, to the best of the Parties’ knowledge), and the Parties’ market 
shares on broader mar kets are considerably lower. Therefore, input foreclosure is implausible as the 
merged entity would lack the ability to engage in such a strategy.  
139  Form CO, paragraph 332.  
140  Response to RFI 8 question 6.  
141  Form CO, paragraphs 336 -337. 
 
 
29 (118)  The Commission assesses below the risk that the merged entity would seek to 
engage in input foreclosure of insurance production with a view to foreclosing 
competing distributors downstream. For completeness, the Commission considers 
that customer foreclosure is implausible given that VIG only has a market share of 
less than [5-10]% in the (outward) provision of insurance distribution services to 
third parties in Hungary and that A EGON CEE is not active in this market.  
(119)   The Commission observes that in the upstream production of insurance the merged 
entity’s shares remain moderate ( [30-40]%) and that in each plausible Hungarian 
market a number of credible insurance providers will rem ain. In Hungary, the vast 
majority of insurance products are sold to consumers via intermediated channels: 
less than 2% of life insurance is sold directly by insurers to consumers and less than 
16% of non -life insurance is sold directly. [Confidential info rmation regarding the 
Parties' distribution strategies ].142 In view of this and the Parties’ small market shares 
in the market for insurance distribution, it is unlikely that the merged entity would 
have the ability or incentive to internalise its distributi on of insurance (i.e. switch to 
exclusively or predominantly direct sales) with a view to foreclosing rival insurance 
distributors as such a strategy would put at risk the majority of its insurance 
production sales.  In addition, all insurers responding to the Commission’s market 
investigation that expressed a view considered that the Transaction would have a 
neutral impact on the market for insurance distribution in Hungary.143 
(120)  For the above reasons, the Commission considers that the Transaction does not rais e 
serious doubts as to its compatibility with the internal market as regards the vertical 
links between the upstream markets for insurance production in Hungary and the 
downstream markets for insurance distribution in Hungary (or the EEA).  
6. CONCLUSION  
(121)  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 Regulatio n and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
                                                 
142  Form CO, para graphs 784 -787 and 822 -826. 
143  See replies to Q1 - eQuestion naire – Competitors, question 24.