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,  29.7.2020  
C(2020 ) 5340 final  
PUBLIC VERSION  
 
To the notifying p arty  
Subject : Case M. 9796  –UNIQA / AXA (INSURANCE, ASSET MANAGEMENT 
AND PENSIONS - CZECHIA, POLAND AND SLOVAKIA)  
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 23 June 2020 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Uniqa 
Österreich Versicherungen AG, Austria ( “Uniqa” or the “Notifying Party”) would 
acquire within the meaning of Article 3( 1)(b) of the Merger Regulation sole control 
of insurance (life and non -life), asset management and pension business operations 
of AXA S.A. ("AXA") in the Czech Republic, Poland and Slovakia (the “Target”) 
(“the Transaction”)3. Uniqa and the Target  are toge ther referred to as  the “Parties”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (“TFEU”) has introduced certain changes, such as the replacement of 
“Community” by “Union” and “common market” by “internal market”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p . 3 (the “EEA Agreement”).  
3  Publication in the Official Journal of the European Union No C 216, 30.6.2020, p. 21.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  
(2) Uniqa is an Austrian insurance company, part of a group which provides insurance 
products and services primarily in Austria, Central and Eastern Europe. Uniqa is 
jointly controlled by (i) Uniqa Versicherungsve rein Privatstiftung (“Uniqa PS”), a 
private foundation, whose exclusive beneficiaries are policyholders of Uniqa, and 
(ii) Raiffeisen Bank International (“RBI”), an Austrian banking group.  
(3) The Target comprises the insurance (life and non -life), asset mana gement and 
pension businesses in the Czech Republic, Slovakia and Poland of AXA, where the 
primary focus of its activities is on insurance.  
2. THE OPERATION  
(4) The Transaction is structured as a share purchase. Pursuant to the share purchase 
agreement, entered i nto on 7 February 2020, all shares in the Target and each right 
attached to these shares shall be acquired by Uniqa.  
(5) As such, following completion of the Transaction, the entire share capital in the 
Target will be held by Uniqa and Uniqa will acquire sole  control of the Target. The 
Transaction is therefore a concentration within the meaning of Article 3(1)(b) of the 
EU Merger Regulation.  
3. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million (Un iqa EUR 5  300 million ; Target: […]).4 Each of them has 
an EU -wide turnover in excess of EUR 250 million (Uniqa: […]; Target: […]), but 
they do not achieve more than two -thirds of their aggregate EU -wide turnover within 
one and the same Member State. The no tified operation therefore has an EU 
dimension.  
4. COMPETITIVE ASSESSMEN T 
4.1. Market Definition  
4.1.1.  Insurance products  
(7) In previous decisions relating to the insurance sector, the Commission distinguished 
three categories of insurance products (life insurance, non -life insurance, and 
reinsurance) , as well as a downstream market for insurance distribution.5 In the 
present case, only life and non -life insurance products are relevant for the 
competitive assessment of the Transaction.  
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
5   See M.9432 - Allianz Holdings / Legal and General Insuranc e, para 7 and cases cited.  
 
 
3 4.1.1.1.  Previous decisional practice  
(8) As regar ds the product market definition for life insurance products, the Commission 
distinguished between: (i) pure risk protection products; (ii) pension products; and 
(iii) savings/investment products (sometimes grouping the two latter).6 In certain 
decisions, the Commission also distinguished between life insurance for individuals 
and group/corporate customers, or between products based on the type of risk 
covered. The Commission ultimately left open the precise product market definition 
for life insurance prod ucts for all plausible segmentations mentioned above .7 
(9) As regards product market definition for non -life insurance products, the 
Commission’s consistent approach is to consider that relevant product markets can 
be divided into the types of risks to insure.  Precedents typically distinguish the 
following non -life insurance segments: (i) accident and sickness, (ii) motor vehicle, 
(iii) property, (iv) liability, (v) marine, aviation and transport (“MAT”), (vi) credit 
and suretyship and (vii) travel insurance.8 In certain decisions, the Commission also 
distinguished fire insurance, and legal assistance. The Commission also considered 
several additional segmentations of the non -life insurance market, including based 
on national insurance classification9 or betwee n individual and group (i.e. 
corporate/institutional) customers. The Commission ultimately left open the precise 
product market definition for non -life insurance products  for all plausible 
segment ations mentioned above . 
(10) As regards geographic market definit ion, in previous decisions, the Commission 
typically considered that the markets for life and non -life insurance products and 
their respective sub -segments are likely to be national in scope , and potentially wider 
than national for certain risk classes of non-life insurance .10   
4.1.1.2.  Notifying Party’s view  
(11) Regarding non -life insurance, the Notifying Party indicates that there is supply side 
substitutability between the different segments of non -life insurance and, thus, 
different types of non -life insurance could  form part of the same product market. The  
Notifying Party further indicates that, in the relevant Member States (including 
Poland and Slovakia where plausible affected markets arise), the classification of 
                                                 
6  See M.8837 Blackstone/Thomson Reuters F&R Business, para 29; M.8257 NN Group/Delta Lloyd, para 
12; M.7478 Aviva/Friends Life/Telenet, para 13; M.6743 Talanx International/Meiji Yasuda Life 
Insurance Company/HDI Poland, para 19 . 
7  See M.8837 - Blackstone / Thomson Reuters F&R Business , para  29; M.8257 - NN Group / Delta Lloyd , 
para 12; M.7478 Aviva / Friends Life / Telenet , para 13, and cases cited.  
8  See M.9432 Allianz Holdings/Legal and General Insurance, para 8; COMP/M.9056 Generali CEE/AS, 
para 12; COMP/M.8257 NN Group/Delta Lloyd, para 73; COMP/M.4844 Fortis/ABN Amro Assets, para 
72. 
9  Specifically regarding Poland for instance, the Commission considered a potential segmentation according 
to risk classes define d by the Polish Insurance Act.  See M.6743 Talanx International / Meiji Yasuda Life 
Insurance Company / Hdi Poland, paras 22 et seq. Such classes include group accident insurance  (class 1) 
sickness insurance  (class 2)  and (iii) C ASCO insurance of rail vehic les (class 4), which are potentially 
affected markets in the present case.  
10   See M.8257 - NN Group / Delta Lloyd , para. 16 and cases cited (for life insurance); M.9531 - 
Assicurazioni Generali / Seguradoras Unidas / AdvanceCare, para. 13 and cases cited (for non -life 
insurance). For certain non -life insurance products, including MAT insurance and generally large risk 
insurance, the Commission have considered the market to be potentially wider than national in scope. See 
M.9056 - Generali CEE/AS, para. 16 and cases cited.  
 
 
4 insurance into group or individual insurance oft en stems from reporting 
technicalities under the national regulatory framework, rather than reflecting 
different competitive dynamics that would justify identifying separate markets.11 
(12) Regarding life insurance, the Notifying Party indicates in particular th at the 
classification under the regulatory framework of Slovakia (where a plausible 
affected market arises) does not strictly distinguish between pure risk protection, 
pension insurance and saving/investment insurance products.12 
(13) The Notifying Party provide d information at national level , but indicates that the 
geographic scope of insurance markets can be left open as the Transaction does not 
raise potential competitive concerns under any plausible market definition.13 
4.1.1.3.  Commission’s assessment  
(14) With respect to Poland, a  potential product market segmentation of the non -life 
insurance market by risk classes provided by the Polish Insurance Act would lead to 
a number of plausible affected markets, including separated markets of non -life 
insurance for (i) sickness a nd (ii) accident as well as  CASCO insurance of rail 
vehicles.14  
(15) With respect to Slovakia , a potential segmentation of the life insurance market by 
risk classes could be made based on Directive 2009/138/EC of the European 
Parliament and of the Council of 25  November 2009 on the taking -up and pursuit of 
the business of Insurance and Reinsurance (“ Solvency II ”), which would lead to a 
plausible affected market  for index -linked and unit -linked life insurance.15  
(16) For the purpose of the present decision, the exact product and geographic market 
definition for the provision of life and non -life insurance can be left open as the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market under any plausible market definition identified in  paragraphs  (8) to (10).    
4.1.2.  Voluntary retire ment saving  products  
(17) Pension systems in the EU typically distinguish between three different pillars of 
support for retirees. Similarly, the Slovak pension system distinguishes between 
three different pillars, the first pillar ("p1") which is the publicly managed pension 
system with mandatory participation, the second pillar ("p2") which is the privately 
managed mandatory savings system operated by pension fund management 
companies (Dôchodková správcovská spoločnosť, "DSS"), and the third pillar (“p3”) 
whic h is a voluntary retirement saving product.16  
(18) Pension fund products offered under p3 in Slovakia are offered by companies known 
as Doplnková dôchodková spoločnosť (“DDS”), funded by individuals to enhance 
retirement income. These DDS pension fund  products have in particular the 
                                                 
11  See Form CO, para 100.  
12  See Form CO, para 109.  
13  See Form CO, para 112 . 
14  See Form CO, Annex 12.  
15  See Form CO, paras 269 and 346.  
16  For voluntary retirement savings products an affected market only arises in Slovakia.  
 
 
5 following features: they are typically purely market -based, are voluntary and private, 
with defined contributions, additional contributions from an employer and tax 
benefits, but provide no certainty of benefits.17 
4.1.2.1.  Previous decisional  practice  
(19) In its previous decisional practice , the Commission has not discussed the product 
market definition for  voluntary retirement saving products in Slovakia, and in 
particular not whether DDS pension fund products belong to a wider market 
encompassin g other voluntary retirement saving products. However, concerning 
Poland, the Commission found in case COMP/M.4950 Aviva/Bank Zachodni  that p1 
and p2 products fall within a different product market than p3 products, since, 
among other differences, the firs t two pillars (in the Polish pension system) were 
based upon mandatory contributions from wages whereas the p3 system was 
voluntary.18 Furthermore, regarding saving for retirement  in case M.8257 NN 
Group/Delta Lloyd  concerning insurance based saving / investment products and 
banking saving products, the market investigation indicated that there can be a 
certain degree of substitutability between insurance based saving / investment 
products and banking saving products  which are designed to serve the same purpose 
as the saving / investment insurance products (life), depending on the national 
legislative framework.19 However, the Commission also pointed to differences in the 
products.20   
(20) Regarding the geographic scope, th e Commission considered previously  that the 
market for pension products for Poland is national in scope, citing a specific national 
regulation, but left the final market definition open.21  
4.1.2.2.  Notifying Party’s view  
(21) The Notifying Party is of the opinion that t he relevant  product  market is a wider 
voluntary retirement saving market that includes not only DDS pension fund 
products but also other voluntary retirement saving products aimed at allowing 
individuals to accumulate savings to supplement their income in retirement, such as 
mutual funds, pension insurance (life), etc.22 This is because the main factor that 
matters to the individual when making a choice on how to save for retirement is that 
the selected product pays out the needed additional funds in the fut ure. Thus, 
relevant parameters for an individual wishing to save for retirement are contributions 
in the pre -retirement phase, pay -outs during retirement and flexibility with respect to 
contributions and pay -outs.    
(22) Therefore, according to the Notifying P arty p3 products form a separate market from 
p2 and p1 products with their respective roles in the Slovak pension system. p3 
encompasses all voluntary retirement saving products, regardless whether they are 
state designed or not. This includes notably, pen sion insurance (life), (retail) mutual 
funds and DDS pension fund products.  
                                                 
17  See Form CO, para 142 and 618.  
18  See M. .4950 Aviva/Bank Zachodni, para  21. 
19  See M.8257 NN Group/Delta Lloyd, paras 48 et seq.  
20  See M.8257 NN Group/Delta Lloyd, para 53.  
21  See M.4950 Aviva/Bank Zachodni, para 24.  
22  See Form CO, para 198 et seq. and 209.  
 
 
6 (23) Regarding the geographic scope, the Notifying Party does not contradict the 
Commission, that considered in its previous decisional practice that the market for 
pension products for  Poland is national in scope.  
4.1.2.3.  The Commission’s assessment  
(24) According to the Commission ’s market investigation , DDS pension fund products 
should be considered a separate and standalone market, distinctly from other 
voluntary retirement savings products.  
(25) According to the Notifying Party`s competitors in the retirement saving market, 
consumers do not view DDS pension fund products as interchangeable with other 
voluntary retirement saving products such as mutual funds and pension (life) 
insurance products, mai nly because the key criterion for consumers when choosing a 
financial product for retirement is the employer’s contribution, which is specific to 
DDS pension fund products and a specific regulatory framework applicable to DDS 
pension fund products.23 In dir ect comparison of DDS pension fund products with 
mutual funds and pension (life) insurance products it was also pointed out that DDS 
pension fund products profit from favourable tax treatment.24 Competitors also were 
of the opinion, that there are no specif ic categories of consumers that would 
particularly consider DDS pension fund products as suitable alternative to other 
voluntary retirement saving products such as mutual funds and pension (life) 
insurance products. The market investigation furthermore rev ealed, that competitors 
believe that Slovak consumers would not move their savings from DDS pension 
fund products to mutual funds (or pension life insurance products) if fees for these 
two products were to decrease permanently by e.g. 5 -10%.25 One competito r 
explicitly state d that “ only DDS out of these three product is real pension saving 
product, remaining two are more investment and risk insurance products ”.26 
Another competitor state d that Slovak consumers do not use mutual funds for long -
term pension sav ings purposes in large extent. A third competitor state d that no 
switch of products would take place “ because the original purpose of the investment 
was different ”. If consumers decided to save money for retirement purposes, they 
will not change products, even if more attractive from the fees perspective. The 
result is similar when asking for fund flows in the other direction. Competitors are 
also of the opinion, that Slovak consumers would not move their savings from 
mutual funds or pension life insurance products to DDS pension fund products if 
management fees for DDS pension fund products were to decrease from 1.2% to 
1%.27 
(26) According to brokers of voluntary retirement financial products in Slovakia, 
consumers would not clearly rule out interchangeability b etween DDS pension fund 
products and other voluntary retirement saving products such as mutual funds and 
pension (life) insurance products. However, brokers also state that there will be no 
flow of savings from DDS pension fund products on the one hand to mutual funds or 
pension life insurance products on the other hand if fees for the latter two product 
                                                 
23  See response to question 5 of Questionnaire Q1 .  
24  See response to question 5.1 and 8  of Questionnaire Q1.  
25  See response to question 10 of Questionnaire Q1.  
26  See response to question 9  of Questionnaire Q1.  
27  See response to question 11 of Questionnaire Q1.  
 
 
7 groups were to decrease permanently by e.g. 5 -10%.28 Neither do brokers expect a 
flow of savings into the other direction to DDS pension fund products, if fees for 
DDS pension fund products were to decrease from 1.2% to 1%.29  
(27) Also in the opinion of the National Bank of Slovakia, “ insurance products or other 
mutual funds offered by asset managers are not substantive competitor for DDS 
products ”. The reason is  that, in majority, these products “are not primarily created 
with the intention to save for retirement and the payment to clients is not conditioned 
by this purpose.” Moreover, “insurance products and funds offered by asset 
managers don´t provide any tax benefits neither for the employer nor for employees 
and the client generally takes the investment risk (if there in one).”30 
(28) Additionally, t he market investigation confirmed the differi ng characteristics of  the 
three pillars of the Slovak pension system. According to the National Bank of 
Slovakia , the first pillar is a mandatory pension insurance defined by benefits and 
funded on an ongoing basis and administered by the Social Insurance Agency. The 
second pillar is also mandatory and defined by contributions  and capital funded 
insurance administered by pension fund management companies. The third pillar is a 
privately managed voluntary personal pension plan  administered by specialized 
DDS.31 More over, it was confirmed that DDS pension fund products are governe d 
by separate legislation.32 Therefore, as in case COMP/M.4950 Aviva/Bank Zachodni  
the Commission considers that a distinction can be made between the mandatory p1 
and p2 products and the voluntary DDS pension fund products.  
(29) The market investigation reveal ed no indication that the market is wider than 
national in scope  and it was repeatedly pointed out, that DDS pension fund products 
are subject to national legislation.33  
(30) For the purpose of this decision, the exact product and geographic market definition 
for the provision of DDS pension fund products and the question of whether they are 
part of a wider market for voluntary retirement saving products such as mutual funds 
and pension (life) insurance products  can be left open as the Transaction does not 
raise serious doubts as to its compatibility with the internal market under any 
plausible market definition identified in paragraphs (24) to (29). 
4.1.3.  Distribution of voluntary retirement saving products  
(31) Voluntary retirement saving products are distributed e ither indirectly via retail 
banks, insurance companies and brokerage houses, or directly by the providers of 
these products.34 
                                                 
28  See response to question 12 of Questionnaire Q2.  
29  See response to question 13 of Questionnaire Q2.  
30  See reply to an email questionnaire received on 24. April 2020.  
31  See reply to an email questionnaire to the National Bank of Slov akia, received on 24. April 2020.  
32  See reply to an email questionnaire to the National Bank of Slovakia, received  on 24. April 2020  and 
response to question 5.1 and 9  of Questionnaire Q1.  
33  See response to question 9  of Questionnaire Q1  and reply to an email questionnaire to the National Bank 
of Slovakia  received on 24. April 2020.  
34  See Form CO, para 218.  
 
 
8 4.1.3.1.  Previous decisional practice  
(32) In past decisions, the Commission has considered the existence of a distinct product 
market for the d istribution of pension products  in the Netherlands, withou t 
concluding on the exact product or geographic market definition.35 In other cases, 
the Commission has suggested the existence of a market for the distribution of 
pension or related products, withou t discussing the precise definition of such a 
market  but ultimately left open the precise product market definition .36  
4.1.3.2.  The Notifying Party’s view   
(33) The Notifying Party does not dispute the potential existence of a separate market for 
the distribution of voluntary retirement saving products, but did not provide further 
arguments regarding its product or geographic definition.37 
4.1.3.3.  The Commission’s assessment  
(34) The Commission notes that a variety  of products would gener ally be suitable to 
accumulate savings for the retirement age. This would include, for example, mutual 
funds, for which a separate distribution market exists in the context of asset 
mana gement. The existence of a further distinct product market for the distribution 
of specific voluntary saving products may therefore depend on the availability of 
such products in the Member State in question. In the present case, a potential 
distinct produ ct market for DDS pension fund products may exist in Slovakia38, as 
discussed in paragraphs (17) to (30) . Consequently, a distinct product market for the 
distribution of such products may also exist. The Commission notes that , for the 
purpose of this decisi on, the exact definition of such a market can be left open, as no 
competition concerns are raised under any plausible market definition. The 
Commission further notes that a potential separate product market for the 
distribution for voluntary retirement sav ing products, and specifically DDS pension 
fund products, would likely be national in scope, due to the high relevance of 
national regulation.  
4.1.4.  Asset management  
(35) Asset management concerns the creation, establishment and marketing of funds 
mainly to retail c lients on an “off -the-shelf” basis and the provision of portfolio 
management services for institutional investors.39 
4.1.4.1.  Previous decisional practice  
(36) In previous cases, the Commission has considered a relevant product market for 
asset management overall. Furthe rmore, the Commission has considered, but 
                                                 
35  See M.8257 NN Group / Delta Lloyd, paras 98, 102.  
36  See M.4950 Acica / Bank Zachodni, para 31.  
37  See Form CO, para 220, 221.  
38  Affected distribution of voluntary retirement saving product markets only arise in Slovakia.  
39  See M.8359 Amundi / Credit Agricole / Pioneer Investments, para 16.  
 
 
9 ultimately left open, a further segmentation between retail and institutional clients 
(such as pension funds, banks or insurance companies).40  
(37) Within the potential segment of institutional clients, the Commission h as considered 
in previous cases a further segmentation between active and passive asset 
management. In active asset management, an asset manager aims at outperforming a 
benchmark such as an index, whereas in passive asset management, the asset 
manager aims  at replicating the performance of an index.41 Regarding retail clients, 
the Commission has previously considered a segmentation between open retail 
funds, with no restriction on the number of investors, and closed retail funds, which 
are tailor -made for a small group of investors.42 For all these  plausible 
segmentations, the Commission ultimately left open the precise product market 
definition.  
(38) Apart from that , the Commission has in previous cases considered , but left open,  a 
separate segment for mutual fund s, and within mutual funds a further sub -segment of 
money market funds . Money market funds are short -term investments used by 
investors to optimise working capital.43 
(39) As regards the geographic market definition, the Commission has previously 
considered the market for asset management to be national or wider than national in 
scope. With respect to asset management for institutional clients, the Commission 
has previously considered a geographic market wider than national, whereas the 
market for open retail mut ual funds and money market funds was considered to be 
national in scope.44 
4.1.4.2.  The Notifying Party’s view  
(40) The Notifying Party do es not submit that the Commission should depart from its 
decisional practice for the assessment of the present case.  
4.1.4.3.  The Commission’s  assessment  
(41) For the purpose of this decision, the exact product and geographic market definition 
for the provision of asset management services can be left open as the Transaction 
does not raise serious doubts as to its compatibility with the internal mark et under 
any plausible market defi nition . 
4.1.5.  Distribution of asset management products  
(42) This market relates to  the distribution of retail funds, e ither indirectly via the retail 
networks of banks, insurance companies and brokerage houses, or directly via online 
                                                 
40  See M.8359 Amundi / Credit Agricole / Pio neer Investments, para 17; M.6812 SFPI / Dexia,  para 31.  
41  See M.8359 Amundi / Credit Agricole / Pio neer Investments, para 18; M.5728 Credit Agricole / Societe 
Generale Asset Management, para 35, COMP/M.5580 Blackrock / Barclays Global Investors UK 
Holdings, para 10.  
42  See M.8359 Amundi / Credit Agri cole / Pio neer Investments, para 19; M.5728 Credit Agricole / Societe 
Generale Asset Management, paras 68, 69.  
43  See M.8359 Amundi / Credit Agricole / Pioneer Investments, para 20 ; M.3894 Unicredito / HVB, para 35.  
44  See M.8359 Amundi / Credit Agricole /  Pioneer Investments, para 28; M.8257 NN Grou p / Delta Lloyd, 
para 112; M.6812 SFPI / Dexia, para 32.  
 
 
10 channels.45 The Transaction affects  the market of distribution of asset management 
services due to the banking operations of Tatra Banka downstream t o the asset 
management activities of the Parties, which include asset management for retail 
customers.  
4.1.5.1.  Previous decisional practice  
(43) In the past, the Commission considered a relevant market comprising all retail 
banking products as well as the possibility of segmenting the retail banking market 
according to offered products (personal current accounts, savings accounts, 
consumer loans, mortgages and distribution of mutual funds). However, the exact 
product market definition was left open.46 
(44) In previous decisi ons, the Commission concluded the market for retail banking, 
including the distribution of mutual funds, to be national in scope.47  
4.1.5.2.  The Notifying Party’s view  
(45) The Notifying Party do es not argue that the Commission should deviate from its 
previous  decisiona l practice.48 
4.1.5.3.  Commission’s assessment  
(46) The exact product market definition can be left open for the present case, as the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market  under any plausible definition. Regarding the geographic scope, there is no 
element  to deviate from the Commission’s p revious decisional  practice.  
4.1.6.  Custody and deposit ary services  
(47) The provision of custody and depositary services is significantly influenced by 
national regulation. Custody services alone typically comprise the safekeeping of the 
securities of the customer’s clients. A custodian therefore is the trustee of the 
securiti es of the client. Depositary services go beyond that, comprising also the 
monitoring and auditing of the fund and its transactions. In Slovakia, such services 
are provided to D DS companies, D SS companies, and asset management 
companies.49 
4.1.6.1.  Previous decisional practice  
(48) In past decisions, the Commission has considered custody services as a potential 
narrower market within asset management services , but left this product market 
definition open .50 Furthermore, the Commission has considered depositary serv ices 
as part of fund administration services,  which was defined as one product market 
                                                 
45  See M.8359 Amundi / Credit Agricole / Pioneer Investments, para 32.  
46  See M.9359 Amundi / Credit Agricole / Pioneer Investments, para 33, M.5384 BNP Paribas / Fortis, para 
10. 
47  M.5384 BNP Paribas / Fortis, para 86.  
48  See Form CO, paras 135, 137.  
49  See minutes call with a co mpetitor, 1 July 2020, para 3.  
50  See M.8257 NN Group / Delta Llyod, para 110.  
 
 
11 with no further segmentation.51 In later decisions, the exact product market definition 
of fund administration was left open.52 Depositary services for mutual and pension 
funds were also considered to be potentially a distinct product market in the area of 
custody services or asset management, and ultimately left the market definition 
open.53 The Commission thereby noted that depositary services would largely 
include custody services, but would further comprise certain control functions 
prescribed by national law.   
(49) As for the geographic market with respect to custody services, the Commission 
considered that some services might be global in scope (provided to investment 
institu tions regardless of their location), while others would be provided on domestic 
level.54 Regarding a potential market for depositary services, the Commission did 
not conclude on a geographic scope, but referred to the national regulatory 
framework of such s ervices.55  
4.1.6.2.  The Notifying Party’s view  
(50) The Notifying Party expresses doubts as to whether depositary services would 
indeed form a separated market from custody services , first because there are 
synergies between the provision of both services, and second be cause Slovak law 
would require the DSS and DD S pension fund companies  to source both of these 
services from one supplier .56 Regarding the geographic scope of a custody and 
deposit ary service market, the Notifying Party points to the significant relevance of  
national regulations.  
(51) The Notifying Party argues that identifying a separate product market for fund 
administration (including establishing and pursuing an investment strategy, keeping 
records and analysing performance), would not be appropriate as Tatra Banka  would 
only provide these services [description of sales channels]  and has no market 
offering.  However, Tatra Banka does offer custody and depositary services to third 
parties in Slovakia.57 
4.1.6.3.  The Commission’s assessment  
(52) The Commission notes that there i s a high relevance of national regulation for the 
provision of  custody and depositary services in Slovakia .58 Feedback from the 
market suggests some degree of substitutability between the provision of custody 
and deposit ary services from a supply side point  of view  in Slovakia .59 One 
respondent described depositary services to be typically an “ add-on service” to 
custody service. This would be an argument that custody and depositary services in 
Slovakia belong to the same or a closely related product market. On the other hand, 
both types of services differ in the sense that depositary services in Slovakia 
                                                 
51  See M.3781, Crédit Agricole  / Caisse d' Eparg ne / JV, para  20. 
52  See M.8359 Amundi / Credit Agricole / Pioneer Investments, para 39.  
53  See M.3894 Unicredito / HVB, para 37.  
54  See M.8359 Amundi / Credit Agricole / Pioneer Investments, para 35.  
55  See M.3894 Unicredito / HVB, para 37.  
56  See Form CO, paras 229, 230.  
57  See Form CO, paras 534 and 541.  
58  See Minutes of a phone call with a competitor,  1 July 2020, paragraph 7 . 
59  Affected custody and depositary markets arise only in Slovakia.  
 
 
12 comprise the supervision, examination, inspection and compliance checks with 
respect to the applicable national laws for each transaction.60 This would suggest to 
treat custody and depositary services in Slovakia as separate product market s. The 
Commission further notes that the strong impact of national regulation of the 
provision for depositary services in Slovakia suggests the geographic mar ket is 
national in scope.  
(53) For the present case, the exact product and geographic market definition of custody 
and depositary services can be left open, as no competition concerns would arise 
under any plausible marke t definition .  
4.2. Competitive assessment  
(54) The Transaction gives rise to horizontally -affected markets in:  
(a) Asset management in Slovakia, including in retail asset management in 
Slovakia;  
(b) Voluntary retirement saving products in Slovakia, including in DDS pension 
fund products in Slovakia;  
(c) Life-insur ance products in Slovakia, specifically in index -linked and unit -
linked life;  
(d) Non-life insurance products in Poland, specifically in (i) group accident 
insurance; (ii) group sickness insurance; and (iii) CASCO insurance of rail 
vehicles.  
(55) The Transaction g ives rise to vertically -affected markets in:  
(a) DDS pension fund  products (upstream) and the distribution of voluntary 
retirement saving products  (downstream)  in Slovakia ; 
(b) Custody and depositary services (upstream) and DDS pension fund products 
(downstream) i n Slovakia;  
(c) Asset management (upstream) and the distribution of asset management 
products (downstream) in Slovakia; and  
(d) Asset management (upstream) and DDS pension fund products (downstream) 
in Slovakia.  
4.2.1.  Horizontal effects  
(56) Article 2 of the Merger Regulatio n requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing whether 
they would significantly impede effective competition in the internal market or in a 
substantial part of it , in particular th rough the creation or strengthening of a 
dominant position.  
                                                 
60  See Minutes of a phone call with a co mpetitor, 1 July 2020, para s 3 and 8.  
 
 
13 (57) The Commission Guidelines on the assessment of horizontal mergers under the 
Merger Regulation (the "Horizontal Merger Guidelines") distinguish between two 
main ways in which mergers between actua l or potential competitors on the same 
relevant market may significantly impede effective competition, namely non -
coordinated ef fects and coordinated effects.  
(58) Non-coordinated effects may significantly impede effective competition by 
eliminating the compet itive constraint imposed by each merging party on the other, 
as a result of which the merged entity would have increased market power without 
resorting to coordinated behaviour. The Horizontal Merger Guidelines list a number 
of factors61 which may influence  whether or not significant non -coordinated effects 
are likely to result from a merger, such as the large market shares of the merging 
firms, the fact that the merging firms are close competitors, the limited possibilities 
for customers to switch suppliers , or the fact that the merger would eliminate an 
important competitive force. Not all of these factors need to be present for 
significant non -coordinated effects to be likely. The list of factors, any one  of which 
is not necessarily decisive, is also not an exhaustive list.  
4.2.1.1.  Voluntary retirement saving products in Slovakia  
(A) Notifying Party’s view  
(59) The Notifying Party is of the opinion that the Transaction will not lead to a 
significant impediment to effective competition.62 It states that the relevant market is 
the market for voluntary retirement saving products, with a combined market share 
of the Parties of below 30 % and a multitude of alternative suppliers. Furthermore, 
the Pa rties claim that market share  estimates do no t consider cross -border sales, and 
therefore overstate the market shares. The m arket share level of the Parties and 
increment resulting from the Transaction would therefore be limited for such a 
market . 
(60) But even on a narrower market for pension funds in th e third pillar in Slovakia the 
Transaction will not lead to a significant impediment to effective competition 
according to the Notifying Party. DDS pension fund products are and will remain 
competitively restrained not only by the other voluntary retiremen t saving products, 
but by any product which allows an individual to save money and to earn a return for 
later use at retirement.  
(61) Furthermore,  the Notifying Party argues that, post -Transaction,  the Parties will be 
unable to increase prices to the detriment  of consumers for third pillar products. This 
is due to the regulatory environment in Slovakia. DDS are highly regulated, in 
particular regarding their fees, which leads to the absence of price competition. Fees 
are capped and have steadily been reduced in  the past, to now 1.2% of assets under 
management (“ AuM ”) annually. All DDS providers factually charge management 
fees at this cap. Furthermore, regulation imposes significant restrictions on the 
distribution of contributions among asset classes to ensure diversification.  
                                                 
61  Horizontal Merger Guidelines, paras 24 et seqq.  
62  See Form CO, para 20.  
 
 
14 (62) The Notifying Party argues that i t is also not plausible that competition will be 
reduce d on any other parameter of competition. The Transaction will not reduce the 
incentive for the DDS providers to seek optimising the performance of the ir pension 
fund products. Moreover, concerning DDS pension fund  products, the Parties are not 
competitors. Uniqa does not directly offer DDS pension fund products. It is only a 
subsidiary of Uniqa`s  jointly controlling parent company, RBI, which provides D DS 
pension fund products in Slovakia via  its subsidiary  TB DDS. But the Uniqa`s 
jointly controlling parent company has only a 10.9% stake in Uniqa . Therefore, there 
is no incentive for harmful conduct post -Transaction .  
(63) Furthermore, according to the Notifying Party, DDS providers use different 
distribution channels that prevent customers from switching between providers. For 
TB DDS, DDS pension fund products  are primarily sold to [description of 
customers] . Stabilita DDS relies predom inantly on its relationships with employers, 
whose employees are eligible for DDS pension fund products. The Target and NN, 
make use of [description of sales channels]  to acquire customers.  
(64) Additionally, the Notifying Party argues that pan-European Persona l Pension 
Products (“PEPP”) will soon be introduced. The Parties expect this to allow cross -
border business and the opening of the local pension markets for other players.63 
(65) For these reasons, the Notifying Party argues that the high combined market shares 
[40-50]% do not adequately reflect competition in the market post -Transaction.  
(B) Commission`s assessment  
(66) The Transaction would give rise to an affected market for voluntary retirement 
saving products in Slovakia, encompassing pension insurance (life), (reta il) mutual 
funds, and DDS pension fund products. The Parties have a combined market share of 
[20-30]% in 2019 based on AuM . The increment provided by the Target is [5-
10]%.64  
(67) The Transaction would also give rise to an affected market for  the narrower poten tial 
market of  DDS pension fund products in Slovakia. As shown in the following table, 
in a potential market for DDS pension fund products in Slovakia, the Parties’ 
combined market share would be [40-50]% post -Transaction with an increment of 
[10-20]% from  the Target (“AXA DDS”) and a [30-40]% market share by a 
subsidiary of one of Uniqa’s controlling parents, namely RBI which controls Tatra 
Banka, a banking group which operates its own DDS in Slovakia (“TB DDS”).65  
  
                                                 
63  See Regulation (EU) 2019/1238 of the European Parliament and of the Council of 20 June 2019 on a pan -
European Personal Pension Product . 
64  Source:  The Parties’ estimates . 
65  RBI holds 78.8 % of the shares in Tatra Banka. TB DDS is a fully owned subs idiary  of Tatra Banka.  

 
 
16 Parties are not considered particularly aggressive either in the provision of DDS 
pension fund products, nor in enrolling intermediaries to offer their products. This is  
supported by the investigation`s outcome, that one of the two most important key 
criteria for individuals to choose one specific DDS rather than another one is an 
existing customer relationship with the DDS (or the group of companies it belongs 
to).71 The other one is the provider`s representation (local offices etc.). This points to 
an importance of the distribution channel for DDS pension fund products. However, 
the results as to whether and how, the distribution channels (e.g. brokers, bank 
agencies etc. ) influence the choice of consumers to select one specific DDS rather 
than another is inconclusive. Respondents to the market investigation pointed out 
that consumers might be influenced by their employers that make a "prechoice" of 
specific DDS for their employees . Furthermore, it was stated that easy access to a 
provider`s representation could play a role as well as the payed commission to a 
distributor or the distributor`s affiliation to the DDS provider.72 
(72) The lack of closeness of competition among the P arties is supported by the market 
investigation also , insofar as the majority of competitors is of the opinion that 
customers of DDS pension fund products do not regularly switch between DDS.73 
However, non e of the competitors pointed to barriers of switchi ng, such as fees. 
Brokers supported that view, also with a majority stating that customers of DDS 
pension fund products only rarely switch between DDS.74 
(73) Asked about the Transaction`s impact on the market, an overwhelming majority of 
competitors, brokers, a nd institutional clients do not expect any impact from the 
Transaction on the DDS pension fund product market in Slovakia.75 Most of 
responding competitors  in the overall voluntary retirement saving market expect the 
Transaction to have no impact on DDS pension fund products, including on fees and 
quality or choice. The two other providers of DDS pension fund products expect no 
impact on fees.76 Neither do competitors expect any impact on fees, quality or choice 
of voluntary retirement saving products (inc luding DDS, mutual funds and pension 
life insurance products) . All responding brokers supported this view and state that 
the Transaction will likely not have an impact on fees or quality or choice regarding 
both DDS pension fund products in particular or voluntary retirement saving 
products in general, although one broker acknowledged, that there will be one 
competitor less to choose from.77 Employers also do not expect the transaction to 
have any negative effect neither on the DDS market nor for employers t hat offer 
DDS pension fund products for their employees to save for retirement age.  
                                                 
71  See response to question 16 of Questionnaire Q1. Respondents were asked to choose among the following 
options Additional products offered by the DDS company (e.g. insurance or banking products), Brand 
recognition, Employer preference, Existing customer relationship with the DDS (or the group of 
companies it belongs to), Expected return on investment, Information provided by the provider, Level of 
fees, Marketing campaigns, Provider representation (local offices etc.), Safety profile of the inves tment, 
Other.  
72  See response to question 18  of Question naire Q1.  
73  See response to question 21 of Questionnaire Q1.  
74  See response to question 21 of Questionnaire Q2.  
75  See response to question 25  of Questionn aire Q1; response to question 25  of Questio nnaire Q2; response 
to question 18 of Questionnaire Q3.   
76  See response to questions 25  of Questionn aire Q1  
77  See response to question 25 .1 of Questionnaire Q2. 
 
 
17 (74) The two competing DDS  pension fund  providers expressed concerns during pre -
notification contacts and in the market investigation.78 These concerns raised in 
relation to the  Transaction include the ability of the Parties  to improve  the quality of 
products or better adapt to lower fee requirements and thus to gain market share  
post-Transaction.79 They also expressed concerns in relation to the Parties  increased 
ability to dis tribute their DDS pension fund products  post-Transaction . While the 
Commission notes that these effects may actually be pro -competitive, it also notes 
that these concerns were not confirmed in  the market investigation, which revealed 
that the Transaction w ill likely have no impact, in particular on fees.  
(75) Concerning the likely impact of the introduction of PEPP, the results of the market 
investigation were inconclusive80. However, in light of the overall results of the 
market investigation it can be left ope n, whether PEPP will have a significant impact 
on the market for voluntary retirement saving products or DDS in Slovakia, since 
even without new PEPP products there are no competition concerns. The same holds 
true for the Notifying Party`s argument that in centives for harmful conduct post -
Transaction are not aligned between the Uniqa and the Target, because of the fact 
that the acquirer’s jointly controlling parent company holds only a 10.9 % stake in 
the acquirer. Even if this argument is disregarded, no competition concerns arise.  
(76) Based on the considerations above, the Commission considers t hat the Transaction 
does not raise serious doubts as to its compatibility with the internal market in 
relation to the market of DDS pension fund products or voluntary retirement saving 
products in Slovakia , due to horizontal non -coordinated effects.   
4.2.1.2.  Asset  management in Slovakia  
(A) Notifying Party’s view  
(77) The Notifying Party submits that the Transaction would not raise competition 
concerns, as the Target is only a minor player in the Slovak market for asset 
management, and provides most of its services captivel y. Furthermore, a number of 
competitors in the market would continue to exercise competitive pressure on the 
merged entity. 81 
(B) Commission’s assessment  
(78) The Transaction would give rise to an affected market for overall asset management 
in Slovakia, as well as  for as a potential sub -segment of asset management for retail 
clients. Both Uniqa’s parent company RBI, through its subsidiaries, as well as the 
Target offer asset management services.  
  
                                                 
78  See response to question 25.5 of Questionnaire Q1.  
79  See Minutes of a  phone call with a competitor, 8 April 2020, paragraph 20.  
80  See response to question 22 of Questionnaire Q1; response to question 24 of Questionnaire Q2; response 
to question 17 of Questionnaire Q3.  
81  Form CO, paras 388, 398, 399.  



 
 
21 presumed to not impede effective competition.89 In sickness insurance for group 
customers, the market share of the combined entity post -Transaction remains 
moderate (below 30%) and the increment brought about by Uniqa is inconsequential 
(around [0-5]%).90 In CASCO insurance of rail vehicles the market s hare of the 
combined entity post -Transaction also remains moderate (below 30%).  
(94) The combined entity would also face an important number of competitors post -
Transaction on all markets, including at least three competitors with market shares 
around or exceed ing the increment brought about by the Transaction. Therefore, 
post-Transaction a sufficient number of suppliers would remain  present in the 
market.   
(95) In addition, no respondent to the market investigation raised substantiated concerns 
in relation to the im pact of the Transaction on non -life insurance markets in Poland, 
highlighting instead the complementarity of the Parties’ portfolio and the fact that 
with respect to non -life insurance overall, they will  remain significantly smaller than 
current Polish ins urance market leaders (PZU, ERGO Hestia and Warta/Talanx) 
post-Transaction.91 
(96) Based on the considerations above, the Commission considers that the Transaction 
does not raise serious doubts as to its compatibility with the internal market in 
relation to the potential market for non -life insurance in Poland, including for (i) 
group accident insurance; (ii) group sickness insurance; and (iii) CASCO insurance 
of rail vehicles.  
4.2.2.  Non-horizontal effects  
4.2.2.1.  Introduction  
(97) The Commission’s Guidelines on the assessment of non-horizontal mergers under 
the Merger Regulation (the "Non -Horizontal Merger Guidelines") distinguish 
between two main ways in which vertical mergers may significantly impede 
effective competition, namely input foreclosure and customer foreclosure.92  
(98) For a merger to raise input foreclosure competition concerns, the merged entity must 
have a significant degree of market power upstream.93 In assessing the likelihood of 
an anticompetitive input foreclosure strategy, the Commission has to examine 
whether (i) t he merged entity would have the ability to substantially foreclose access 
to inputs ; (ii) whether it would have the incentive to do so; and (iii) whether a 
                                                 
89  See Horizontal Merger Guidelines, para. 18.  
90  See Horizontal Merger Guidelines, para. 18. 
91  See response to questions sent to Polish insurance competitors; see response to questions sent to Polish 
insurance brokers. One respondent indicates that the two companies compete closely in motors insurance, 
but based on available data, their combi ned market share on this segment does not exceed 10% in any 
plausible market (including when looking at individual insurance classes for third party liability or hull 
motor insurance).  
92  OJ L 24, 29.1.2004, p. 1.  
93  Non-horizontal Merger Guidelines, paragraph 35.  

 
 
23 Table 1 , two alternative providers of DDS pension fund products remain in the 
market, that offer a largely similar product as the merged entity. Second, 
downstream competitors supply customers with a portfolio of products , which may 
include other pension products, mutual funds or insurance products , Therefore, DDS 
pension fund products of the merged entity are no t a crucial product for companies 
active in the downstream market. The Commission therefore considers that the 
merged entity would lack the ability to engage in any input foreclosure strategy.  
(104)  Incentive to foreclose : Additionally, the Commission considers that  the merged 
entity would not have the incentive to foreclose downstream competitors post -
Transaction. The Parties’ distribution channels are rather complementary, as TB 
DDS distributes more than [70-80]% of its products [through group entities ], while 
AXA DDS uses […] a network of agents and brokers. The Commission therefore 
considers that t he merged entity has no clear incentive to switch the distribution of 
the Target’s DDS pension fund products mainly to Tatra Banka, because Tatra 
Banka already offers a comparable product of TB DDS . Moving the Target’s DDS 
operation to the distribution network of Tatra Banka would come at the cost of 
limiting the merged entity’s ability to reach customers via brokers and agents with 
DDS pension fund products, and is there fore unlikely to be profitable.  Conseque ntly, 
the merged entity lacks an incentive to foreclose.  
(105)  Impact of foreclosure:  The Commission considers that the Transaction is unlikely 
to have an impact on competition in the market for distribution of DDS pensio n fund 
products or distribution of voluntary retirem ent saving products in general. 
Downstream competitors do not rely on the input of the merged entity, which would 
therefore not be in a position to raise downstream prices. This is confirmed by 
results of  he market investigation, as the overwhelming majority of responding 
brokers stated that the Transaction would have no impact on the distribution of DDS 
pension fund products in Slovakia.98  
(106)  Based on the considerations above, the Commission considers that t he Transaction 
does not raise serious doubts as to its compatibility with the internal market in 
relation to the vertical link between the market of DDS pension fund products and 
the market of distribution of DDS pension fund  products in Slovakia.   
4.2.2.3.  Custody and depositary service (upstream) / DDS pension fund products 
(downstream)  in Slovakia  
(107)  In Slovakia, there is a limited customer base for depositary services  alone . National 
regulation requires suppliers of DSS pension fund products, DDS pension fun d 
products and asset managers to source such services.99 Custody services, in turn, 
have a significantly broader customer ba se, as they can also be sourced for instance 
by insurance companies.100 Markets become affected as the combined market shares 
of the me rged entity in the downstream market for DDS pension fund products 
exceed 30% , a product that requires depositary services . In addition, the merged 
                                                 
98  Form CO, para 534.  
99  Form CO, para 549.  
100  The customer base for custody services by AuM would be around EUR 60,000 million, while the 
customer base of depositary services alone by AuM would be around EUR 20,000 million, see Form CO, 
para 536, and Form CO, footnote 212.  

 
 
25 for companies , even if depositary services were ultimately considered to be a produc t 
market separate from custody services . This also  limits the effect that a potential 
foreclosure to depositary customers by the merged entity has on the ability of 
upstream competitors to operate efficiently  since rival’s costs would not be driven up 
for custody services, which rely on the same assets and personnel .  
(111)  Incentive to foreclose:  Moreover, the Commission considers that t he merged entity 
lacks a clear incentive to foreclose upstream competitors by moving  the Target’s 
demand for depositary services to Tatra Banka.  First, the Commission notes that the 
Target has been relying on the same provider  of such depositary services since 2004 . 
The Notifying Party currently do es not source all demand for depositary s ervices in -
house, as TB DDS sources depositary services from a competitor, and there is no 
clear argument why this would change post -transaction .106 Second, the merged entity 
would be unable to enjoy higher price levels downstream as a result of the regulato ry 
framework applicable to DDS products, for the reasons laid out in Section 4.2.1.1.   
(112)  Impact of foreclosure:  The Transaction is unlikely to have an impact on prices in 
the upstream market of depositary services. Apart from Tatra Banka, five other 
supplie rs of depositary services are active in Slovakia, three of which the Parties  
currently does not source from, and that therefore cannot be foreclosed.107 Raising 
prices for the provision of depositary services is indeed not a concern for 
downstream companies.  During the market investigation, the overwhelming majority 
of responding voluntary retirement saving competitors (who typically also procure 
depositary and/or custody services)  considered the Transaction would not  have an 
impact on the market for the provision of these services.108 
(113)  Based on the considerations above, the Commission considers that the Transaction 
does not raise serious doubts as to its compatibility with the internal market in 
relation to the vertical link between the market of custody and depositary services 
and the market of the provision of DDS pension fund products  in Slovakia , even if a 
separate product market for depositary services was defined .  
4.2.2.4.  Asset management (upstream) / DDS pension fund products (downstream)  in 
Slovakia  
(114)  The link between asset management and the provision of DDS pension fund 
products leads to affected markets due to the considerable market share of the 
merged entity in the downstream market. Both the Notifying Party  and the Ta rget are 
present in asset management and the provision of DDS pension fund products in 
Slovakia.  
(A) Notifying Party’s view  
(115)  The Notifying Party argues that the Target offers only captive institutional asset 
management services. The Target’s downstream operati ons would source its demand 
for asset management services entirely in -house. Therefore, the Transaction would 
                                                 
106  Form CO, Table 20.  
107  Form CO, para Table 20.  
108  See response to question 27 of Questionnaire Q1; the only respondent who does consider the Transaction 
to have an impact stated that it would lead to a “higher concentration in depository services provid ers” 
which is factually inacurrate as the Target does not offer such services . 

 
 
27 downstream of asset management in Slovakia.112 The overwhelming majority of 
responding asset managers also considered the Transaction to have no negative 
impact on the asset management market in Slovakia, while none of the participants 
expressed the view that the Transact ion would affect any sub -segments of asset 
management.113 One of the two competitors in DDS pension fund products stated 
that the Transaction would have an impact on asset management in Slovakia, while 
none of the responding suppliers of other voluntary savi ng products such as pension 
insurance or mutual funds considered the Transaction to have such an impact.114 
(120)  Consequently, the Commission considers customer foreclosure by the merged entity 
unlikely to have in impact on effective competition on the upstream m arket.  
(121)  Based on the considerations above, the Commission considers that the Transaction 
does not raise serious doubts as to its compatibility with the internal market in 
relation to the vertical link between the market of asset management and the market 
of the provision of DDS pension fund products  in Slovakia .  
4.2.2.5.  Asset management (upstream) / Distribution of asset management (downstream)  in 
Slovakia  
(122)  This a ffected market stem s from the fact that Tatra Banka’s market share in asset 
management distribution exc eeds 30% for the distribution of mutual funds, as well 
as in the potential sub -segment of distribution of retail mutual funds in Slovakia. The 
Target is active in asset management services in Slovakia, but does not have an 
integrated downstream business .  
(A) Notifying Party’s view  
(123)  The Notifying Party provides that the main asset managers in Slovakia are integrated 
into banking groups and therefore would not be affected by foreclosure by the 
merged entity. Moreover, Tatra Banka predominantly distributes product s of its own 
upstream entity TAM, which further reduces the potential for customer foreclosure, 
as competitors currently do not rely on Tatra Banka as distribution channel.  
(B) Commission’s assessment  
(124)  The merged entity’s market shares barely exceed 30% in the downstream market. 
The relevant potential concern with respect to the vertical link between asset 
management and the distribution of asset management via the banking activities of 
the Notifying Party is therefore customer foreclosure. Market shares of the merged 
entity are presented in the Table below:  
  
                                                 
112  See responses to question 9 of Questionnaire Q4; the company that considered the Transaction to have an 
impact on upstream or downstream markets did not specify its assessment, and explained only that the 
Transa ction would lead to “lower competition” . 
113  See responses to q uestions 7 and 9  of Questionnaire Q4.  
114  See responses to question 26 of Questionnaire Q1; the one competitor that expects the Transaction to have 
an impact on asset management provides that “DDS Tatrabaka (sic) and Uniqua (sic) [would have the] 
majority in the DDS market” . 

 
 
29 management in Slovakia.119. Therefore, the Commission considers customer 
foreclosure by the merged en tity unlikely to have in impact on effective competition 
on the upstream market.  
(128)  Based on the considerations above, the Commission considers that the Transaction 
does not raise serious doubts as to its compatibility with the internal market in 
relation to  the vertical link between the market of asset management and the market 
of distribution of asset management in Slovakia.   
5. CONCLUSION  
(129)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatib le with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
 
 
 
 
                                                 
119  See responses to question 9 of Questionnaire Q4; the company that considered the Transaction to have an 
impact on upstream or downstream markets did not specify its assessment, and explained only that the 
Transa ction would lead to “lower competition” .