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, 30.06.2022  
C(2022 ) 4734  final 
PUBLIC VERSION  
 
Montagu  Private Equity LLP  
2 More London Riverside  
SE1 2AP London  
United Kingdom  
 
Hg Capital LLP  
2 More London Riverside  
SE1 2AP London  
United Kingdom  
Subject : Case M.10660  – MONTAGU / HG / WAYSTONE / KB ASSOCIATES  
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 24 May 2022, th e European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which:  
(a) Montagu Private Equity LLP (“ Montagu ”, United Kingdom) and Hg Capital 
LLP (“ Hg”, United Kingdom) acquire joint control over Si gma Luxco 2 S.à 
r.l. (together with its subsidiaries “ Waystone ”, Ireland); and  
                                                 
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’).  
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information omitted has been replaced by 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 (b) Montagu and Hg, through Waystone, acquire joint control over King TopCo 
Limited (together with its subsidiaries “ KB Associates ”, Ireland)  
within the meaning of Article 3(1)(b)  of the Merger Regulation and Article 3(4) of 
the Merger Regulatio n.3 
(2) Montagu and Hg are referred to as the “ Notifying Parties ” and Waystone and KB 
Associates as the “ Targets ”. Montagu, Hg, Waystone and KB Associates are 
together referred to as the “ Parties ”. 
1. THE  PARTIE S   
(3) Montagu  is a private equity company and a manager of funds active worldwide.  
(4) Hg is a private equity company active worldwide.  
(5) Waystone  is a provider of management company (“ManCo ”) and ancillary 
services, focusing on th e investment funds sector.  
(6) KB Associates  is a provider of consulting and ManCo  services, focusing on the 
investment funds sector.  
2. THE  OPE RATION  
(7) The proposed concentration concerns two interrelated transactions, accomplished 
by way of purchase of shares , namely :  
(a) Transaction 1  (or the “Co-Investment Transaction ”) consists in the change 
from sole control by Montagu over Waystone to joint control by Montagu 
and Hg over Waystone, and  
(b) Transaction  2 (or the “KB Associates Acquisition ”) consist s in the 
acquisiti on of sole control by Waystone over KB Associates , thus also 
leading to an indirect acquisition of joint control over KB Associates by 
Montagu and Hg . 
Transaction 1 and Transaction 2 constitute a single concentration  
(8) The Co -Investment Transaction and the KB Associates Acquisition constitute a 
single concentration  within the meaning of Article 3 of the Merger Regulation. 
While the Co -Investment Transaction is not legally conditional on the closing of 
the KB Associates Acquisition, there is a “ de facto  conditionality” between them 
within the meaning of Paragraph 43 of the Commission Consolidated Jurisdictional 
Notice :4 
(a) Transactions 1 and 2 are simultaneous, as they were negotiated in parallel 
and signed on the same day (i.e. 21 January 2022); and  
                                                 
3  Publication in th e Official Journal of the European Union No C 218 , 2.6.2022, p. 17.  
4 See Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on 
the control of concentrations between undertakings (2008/C 95/01).  
 
 
3 (b) Trans actions 1 and 2 pursue a single economic objective, which is for 
Montagu and Hg to acquire joint control over KB Associates, through 
Waystone.  
(9) On the basis of the economic objective pursued by the Notifying Parties, neither 
Transaction 1 nor Transaction 2 would have been carried out without the other:5 
(a) Transaction 1 and Transaction 2 are financially structured around the direct 
economic link between them, as illustrated by the Notifying Parties’ internal 
documents. For example, an internal document of Monta gu shows that the 
contemplated structure of the KB Associates Acquisition “ [Montagu's 
internal considerations on transaction structure and financing] .”6 It also 
indicates that the level of equity required for the KB Associates Acquisition 
directly determin ed the purchase price for the Co -Investment Transaction: 
“[Montagu's internal considerations on transaction structure and 
financing] ”.7   
(b) The KB Associates Acquisition cannot be carried out without completion of 
the Co -Investment Transaction. This is evide nced by one of Hg’s internal 
documents where it is explained that “ [Hg's internal considerations on 
transaction structure and financing] ”.8 
(c) The Co -Investment Transaction could theoretically be carried out without 
completion of the KB Associates Acquisition . However, the opportunity of 
the KB Associates Acquisition is what led Hg to enter into the Co -Investment 
Transaction. The Notifying Parties submit that Hg never considered a 
scenario whereby the Co -Investment Transaction would not be coupled with 
the KB Associates Acquisition, and that such an outcome would present a 
material change to the overall operation.9  
Joint control of Montagu and Hg over the Targets  
(10) Montagu and Hg will enjoy an equal share in Waystone (i.e. 50% each), equal 
voting rights at its B oard and shareholders meetings, as well as each a veto right 
over key strategic commercial decisions,10 such as the adoption or amendment of 
the annual budget or business plan.11  
(11) More specifically, shareholders’ agreement agreed  between  Montagu and  Hg sets 
forth the shareholders’  rights and the corporate governance of  Sigma Luxco 2 S.à 
r.l. (i.e. Waystone)  and foresees Montagu and Hg having joint lead investor rights 
including a  customary list  of lead investor consents and Board control rights to be  
exercised on an  equal basis between Montagu and Hg .12 
(12) As regards  Waystone’s  shareholders meetings, [Details on governance structure] . 
                                                 
5 See Judgment in Case T -282/02 Cementbouw v Commission , paragraphs 131 et seq . [2006] ECR II -
319. See Case COMP/M.4521 — LGI/Telenet  of 26 February 2007.  
6  Form CO, Annex 5.3 -II, slides 2 and 8.  
7  Form CO, Annex 5.3 -II, slide 3.  
8 Form CO, Annex 5.4 -II, slide 8.   
9 Form CO, paragraph 65.  
10 Form CO, paragraphs 72 -77. 
11 Form CO, Annex 5 -1-II, Schedule 2.  
12 Form CO, Annex 5 -1-II. 
 
 
4 (13) As regards the corporate governance provisions, Waystone’s  Board [Details on 
governance structure] These representation and  quorum requirements mean that 
each Notifying Party will have a veto right over the key  commercial strategic 
decisions of Waystone.  
(14) As explained above, Waystone is then planned to acquire all of the shares in KB 
Associates and would consequently  be able to exercise sole control over KB 
Associates within the meaning of Article 3(1)(b) of the Merger Regulation.  
(15) Therefore, Montagu and Hg will acquire joint control over Waystone (and, by 
extension, over KB Associates following completion of Transacti on 2) within the 
meaning of Article 3(1)(b) of the Merger Regulation.  
Full functionality of the Targets  
(16) The Targets are existing companies with their own market presence. They will 
continue to operate on the market autonomously from the parent companies ( i.e. 
the Notifying Parties), with sufficient resources to operate independently, including 
their own management dedicated to their day -to-day operations. The Targets have a 
market -facing presence in providing ManCo and ancillary services and will 
continue providing these services to third parties as distinct entities with their own 
presence separate to that of their parents. Finally, the Targets are intended to 
operate on a lasting basis for an indefinite period of time.  
(17) Therefore, the Targets are and will  remain full -functional joint ventures within the 
meaning of Article 3(4) of the Merger Regulation.  
3. UNION  DIME NSION  
(18) The undertakings concerned have a combined aggregate worldwide turnover of 
more than EUR 5 000 million (Montagu: EUR […] million; Hg: EUR [… ] million; 
Waystone: EUR […] million; KB Associates: EUR […] million).13 Each of at least 
two of them has an EU -wide turnover in excess of EUR 250 million (Montagu: 
EUR […] million; Hg: EUR […] million),  but they do not achieve more than two -
thirds of their aggregate Union -wide turnover within one and the same Member 
State. The notified operation therefore has a U nion dimension.  
4. OVE RVIE W OF THE  OVE RL APS BE TWE E N THE  PARTIE S’ ACTIVITIE S  
(19) The proposed concentr ation concerns the provision of ManCo services, where 
Waystone’s, KB Associates’ and Universal Investment (“ UI”)’s (a portfolio 
company of Montagu ) activities overlap in the EEA, and more specifically in 
Ireland and in Luxembourg.  
(20) ManCo services consists in the provision of various services to investment funds 
aimed at ensuring they abide by the relevant financial regulatory obligations. The 
definition of ManCo services notably derives from the adoption of both the 
                                                 
13  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
 
5 Alternative Investment Funds Managers Dir ective14 and the Undertakings for 
Collective Investments in Transferable Securities Directive.15 
5. RE LE VANT MARKE TS  
(21) There is no Commission’s precedent assessing the market for the provision of 
ManCo services. However, the market for the provision of ManCo serv ices has 
recently been analysed by the Irish Competition Authority (“ Irish NCA ”) at the 
time of the acquisition of sole control by Montagu over Waystone.16 
5.1. Product market definition  
(22) At national level, the Irish NCA assessed in 2021 the acquisition by Montag u over 
Waystone, which resulted in horizontal overlaps between Montagu, through its 
portfolio company UI, and Waystone on the market for the provision of ManCo 
services. In its decision, while leaving the exact product market definition open and 
analysing the likely impact of this acquisition on the overall market for the 
provision of ManCo services, the Irish NCA considered the following 
segmentations:17 
(a) A segmentation based on the type of ManCo services provided, namely (i) 
regulatory compliance; (ii) inve stment management; (iii) fund risk 
management; (iv) operational risk management; (v) capital and financial 
management; and (vi) distribution; and  
(b) A segmentation based on the type of funds served, namely between the 
provision of ManCo services to (i) Alter native Investment Funds (“ AIFs ”),18 
and (ii) Undertakings for Collective Investments in Transferable Securities 
(“UCITS ”) funds.19 
5.1.1.  The Notifying Parties’ view  
(23) The Notifying Parties claim that the relevant product market is the market for the 
provision of Man Co services, without any further segmentations.20 
(24) More specifically, the Notifying Parties argue that the segmentations envisaged by 
the Irish NCA – as described above – are not appropriate as most ManCo firms 
provide their services to both AIFs and UCITS f unds and hold the necessary 
regulatory approvals for both UCITS and AIF. Moreover, the six types of services 
identified above are all components of ManCo services, which are supplied and 
                                                 
14  Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative 
Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations 
(EC) No 1060/2009 and (EU) No 1095/2010). OJ L 174, 1.7.2011, p. 1 –73.   
15  Directive 2009/65/EC of the European Parliament and of the Cou ncil of 13 July 2009 on the 
coordination of laws, regulations and administrative provisions relating to undertakings for collective 
investment in transferable securities (UCITS). OJ L 302, 17.11.2009, p. 32 –96. 
16 Decision of the Irish NCA M/21/036  Montagu/Waystone , 27 August 2021.  
17 Decision of the Irish NCA M/21/036  Montagu/Waystone , 27 August 2021.  
18  Alternative Investment Funds, regulated by Directive 2011/61/EU.  
19  Undertakings for Collective Investments in Transferable Securities, regulated by Directive 
2009/65/EC.  
20 Form CO, paragraph 113.  
 
 
6 demanded as a bundle by customers (i.e. funds).21 These services apply equally to 
UCITS funds and AIFs.22 They are provided by most (if not all) ManCo firms.23 
(25) The Notifying Parties also argue that the relevant market is that of ManCo services 
as a whole, while submitting that there are two ways in which M anCo services are 
provided to client funds:  
(a) ManCo services can be provided to funds together with asset management 
services, as part of a bundled mandate, and  
(b) ManCo services can also be offered to funds on a standalone basis.   
(26) ManCo services offered as part of bundled mandates are usually provided by 
‘proprietary ManCo’ service providers, which are firms belonging to the group of the 
asset manager. ManCo services offered on a standalone basis are usually offered by 
‘third -party players’ such as the Targe ts. Finally, some ManCo firms, ‘hybrid’ 
ManCo service providers, offer ManCo services both as part of bundled mandates 
and on a standalone basis.  
(27) The Notifying Parties submit that in any event the exact product market definition 
can be left open.24 
5.1.2.  Commissi on’s assessment  
(28) The results of the market investigation generally support the Notifying Parties’ view 
of an overall product market encompassing all types of ManCo services and offered 
to both AIF and UCITS funds. However, the results of the market investig ation were 
inconclusive as to whether the market for the provision of ManCo services should be 
further segmented depending on whether ManCo services are offered as part of a 
bundled mandate, together with other asset management services, or not.  
(29) First , with respect to the segmentation based on the type of funds served, while 
separate authorisations are required to provide ManCo services to AIFs and to 
UCITS funds and some differences might exist in terms of complexity of the ManCo 
services provided, the va st majority of respondents confirmed that most ManCo 
service providers have the relevant expertise and in practice serve both AIFs and 
UCITS funds.25 
(30) Second , with respect to the segmentation by type of services offered, all responding 
competitors indicated that they provide expertise across all six areas of ManC o 
services26 and that, more generally, ManCo service providers typically do so.27  
(31) Third , with respect to the segmentation based on whether ManCo services are 
provided as part of a bundled mandate or not, the results of the market investigation 
                                                 
21 Form CO, paragraph 167.  
22 Form CO, paragraph 115.  
23 Form CO, paragraph 115.  
24 Form CO, paragraph 125.  
25 Responses to question 7 of questionnaire to competitors and Responses to question 6 of questionnaire 
to customer s. 
26 Responses to question 8.2 of questionnaire to competitors.  
27 Responses to question 8.3 of questionnaire to competitors.  
 
 
7 are inconclusive.28 While some competitors are aware of instances where proprietary 
ManCo competed wit h third -party ManCo to provide standalone ManCo services,29 
the vast majority of them indicated that third -party ManCo service providers do not 
usually have the required expertise to compete for bundled mandates.30 Moreover,  
customers are divided as to wheth er it is more convenient to source ManCo services 
on a standalone basis from a third -party ManCo service provider or as part of a 
bundled mandate, together with other asset management services, from a proprietary 
ManCo service provider.31 Only a small propo rtion of responding customers have 
switched between proprietary ManCo service providers and third -party ManCo 
service providers over the last 5 years.32 
(32) In any event, for the purposes of this decision, the Commission considers that it is 
not necessary to co nclude whether the market for the provision of ManCo services 
should be further segmented (by types of funds served, by ManCo services provided, 
into proprietary and third -party ManCo services, or by a combination of these 
segmentations), since competition  concerns are unlikely to arise under any plausible 
product market definition.  
5.2. Geographic market definition  
(33) The Irish NCA left open the definition of the geographic market and, while 
mentioning that “there might be some international aspects to the geograp hic 
market”, it performed its competitive assessment at national level.33  
5.2.1.  The Notifying Parties’ view  
(34) The Notifying Parties claim that the relevant geographic market definition is at least 
EU or EEA -wide, as this mirrors the geographic scope of relevant E U legislation, 
based on which funds domiciled anywhere in the EEA may be serviced by a ManCo 
service provider located anywhere in the EEA.34  
5.2.2.  Commission’s assessment  
(35) The market investigation was not conclusive as to whether the geographic scope of 
the marke t for the provision of ManCo services and its plausible segmentations are 
national or EEA -wide.  
(36) On the one hand, the market investigation confirmed that there are not any 
regulatory barriers for ManCo service providers located in any EEA -country to 
provide  ManCo services in other countries in the EEA.35 On the other hand, there 
appear to be some national aspects to the geographic market. In particular, Irish 
                                                 
28 Responses to question 3 of questionnaire to competitors.  
29 Responses to question 5 of questionnaire to competitors.  
30 Responses t o question 6 of questionnaire to competitors.  
31 Responses to question 5 of questionnaire to customers.  
32 Responses to question 4 of questionnaire to customers.  
33 Decision of the Irish NCA M/21/036  Montagu/Waystone , 27 August 2021.  
34 Form CO, paragraph 126.  
35 Responses to question 10 of questionnaire to competitors.  
 
 
8 funds appear to have a preference for ManCo service providers established in 
Ireland, which have loca l presence and good knowledge of the Irish legislation.36  
(37) In any event, for the purposes of this decision, the Commission considers that it is 
not necessary to conclude whether the market for the provision of ManCo services 
and its plausible segmentations are EEA or national in scope, since competition 
concerns are unlikely to arise under any plausible geographic market definition.  
6. COMPE TITIVE ASSE SSME N T  
(38) On the basis of the above market definitions, the proposed concentration gives rise to 
horizontally affected markets in relation to (i) the provision of third -party ManCo 
services in Ireland and (ii) the provision of third -party ManCo services to UCITS 
funds in Ireland.37,38 
6.1. Analytical framework  
(39) Article 2 of the Merger Regulation 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 as a result of the creation or  strengthening of a 
dominant position.  
(40) A merger giving rise to a significant impediment of effective competition may do so 
as a result of the creation or strengthening of a dominant position in the relevant 
market(s). Moreover, mergers in oligopolistic markets involving the elimination of 
important constraints that the parties previously exerted on each other, together with 
a reduction of competitive pressure on the remaining competitors, may also result in 
a significant impediment to effective competiti on, even in the absence of 
dominance.39 
(41) The Commission Guidelines on the assessment of horizontal mergers under the 
Merger Regulation (the “Horizontal Merger Guidelines”)40 describe horizontal non -
coordinated effects as follows: “A merger may significantly i mpede effective 
competition in a market by removing important competitive constraints on one or 
                                                 
36 Responses to question 11 of questionnaire to competitors and Responses to question 8 of 
questionnaire to customers.  
37 The Notifying Parties submit that, to the best of their knowledge, a further hypothetical segmentation 
based on the type of service provided (namely (i) regulatory compliance; (ii) investment 
management; (iii) fu nd risk management; (iv) operational risk management; (v) capital and financial 
management; and (vi) distribution) would lead to affected markets to the extent that the respective 
broader market is also affected, i.e. a further sub -segmentation of the prov ision of third -party ManCo 
services in Ireland, and a further sub -segmentation of the provision of third -party ManCo services to 
UCITS funds in Ireland. However, the market conditions and market shares for each type of service 
provided are similar to those  of the broader market it refers to since (i) typically a ManCo service 
provider has no particular focus or expertise in any of the six services listed above so as to have a 
material competitive edge over its competitors and (ii) ManCo customers normally e ngage only one 
ManCo service provider. Thus, the competitive assessment presented in Section 6 applies equally to 
all further plausible sub -segments into individual types of services.  
38 Under all other plausible segmentations of the market for the provisio n of ManCo services, the 
Parties’ combined market share remains below 20%. In addition, the proposed concentration does not 
give rise to vertically affected markets, under any plausible market definitions.  
39 Horizontal Merger Guidelines, paragraph 25.  
40 OJ C 31, 5.2.2004, p. 5.  

 
 
10 (45) On the market for provision of third -party ManCo services to UCITS funds in 
Ireland, the Notifying Parties submit that they would hold a  combined market 
shares of [25-30]%, with an increment of [5-10]% brought about by UI/Waystone. 
Generally all competing ManCo service providers have the relevant expertise and 
service UCITS funds. The market investigation responses did not differ 
significa ntly among AIFs and UCITS customers. Therefore, the below competitive 
assessment applies mutatis mutandis to this hypothetical sub -segment.  
(46) The Commission considers that the proposed concentration does not raise serious 
doubts as to its compatibility with the internal market for the following reasons.  
(47) First , the Parties’ combined market share on the market for the provision of third -
party ManCo services in Ireland would remain moderate. More specifically, the 
Parties would hold a combined market share of [20-25]%.44 Post-transaction, the 
combined entity would become the second -largest third -party ManCo provider in 
Ireland but would continue to face several competitors, including the market leader 
Carne, as well as smaller players.45 This is consistent with the  finding of the Irish 
NCA, which noted that there were approximately 205 entities providing ManCo 
services in Ireland in 2020.46  
(48) The vast majority of customers and competitors who responded to the market 
investigation confirmed that, post -transaction, the number of alternative suppliers 
would remain sufficient to prevent any potential anti -competitive effects stemming 
from the proposed concentration.47 
(49) Second,  the results of the market investigation revealed that a considerable 
proportion of customers could easily start sourcing their ManCo services in -house,48 
which will exert an additional constraint on the combined entity.  
(50) Third, the results of the market investigation showed that the combined entity is and 
will continue to be constrained by proprietary Man Co service providers. Indeed, half 
of the competitors who responded to the market investigation confirmed being aware 
of instances where ManCo service providers of bundled mandates transitioned to 
offer third -party ManCo services on a standalone basis on t he market.49 
(51) Fourth , the results of the market investigation indicated that the Irish market for the 
provision of third -party ManCo services is characterized by the recent entry of new 
players. In that respect, one competitor noted that “there has been a re latively large 
number of new entrants to the Irish ManCo services market in the last 5 yrs.  Several 
of these have experience from other jurisdictions” .50  
                                                 
44 The market investigation revealed that the estimates provided by the Parti es might be underestimating 
the Parties’ strength and shares in the provision of third -party ManCo services in Ireland. However, 
based on the overall market feedback, the Commission considers that even if the combined market 
share were to be higher than [20-25]%, it is unlikely that the merged entity would enjoy significant 
market power post -transaction given the considerations set out in paragraphs 42 to 46.  
45 Responses to question 13 of questionnaire to competitors.  
46 Decision of the Irish NCA M/21/036  Montagu/Waystone , 27 August 2021.   
47 Responses to question 15 of questionnaire to competitors and Responses to questions 10 and 12 of 
questionnaire to customers.  
48 Responses to question 11 of questionnaire to customers.  
49 Responses to question 5 of questionnaire to competitors.  
50 Response of a competitor to question 15.1 of questionnaire to competitors.  
 
 
11 (52) Finally , the market investigation revealed no competition concerns from customers 
or competitors in co nnection with the market for the provision of third -party ManCo 
services in Ireland.51  
(53) In light of the foregoing, the Commission considers that the proposed concentration 
does not raise serious doubts as to its compatibility with the internal market or the  
functioning of the EEA Agreement in terms of its competition impact in the 
plausible market for the provision of third -party ManCo services in Ireland.  
7. CONCLUSION  
(54) 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 
functioning of 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  
                                                 
51 Responses to questionnaire to co mpetitors and Responses to questionnaire to customers.