EUROPEAN COMMISSION C(2016) 3264 final

To the notifying parties: Dear Sir/Madam, Subject:Case M.7877 - WARBURG PINCUS / GENERAL ATLANTIC / UNICREDIT / SANTANDER / SAM / PIONEER

Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004 and Article 57 of the Agreement on the European Economic Area (1)On 15 April 2016, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which affiliates of Warburg Pincus (“Warburg Pincus”, United States), General Atlantic LLC (“General Atlantic”, United States), Banco Santander, S.A., ("Santander", Spain) and Unicredit S.p.A. ("UniCredit", Italy) combine the asset management businesses of SAM Investment Holdings Limited (“SAM”) and Pioneer Global Asset Management S.p.A. (together with its subsidiaries, but excluding Pioneer Investment Management USA Inc. and its US subsidiaries as well as certain of its other subsidiaries (“Pioneer”)), in a joint venture controlled by Warburg Pincus, General Atlantic, Santander and UniCredit (the "JV"). SAM is currently a joint venture between Santander and affiliates of Warburg Pincus and General Atlantic. Pioneer is currently solely controlled by UniCredit. (2)Warburg Pincus, General Atlantic, Santander and UniCredit are designated hereinafter as the 'Parties'. 1.THE PARTIES (3)Warburg Pincus is a member-owned global private equity firm, active through its portfolio companies in a variety of sectors, including energy, financial services, healthcare and consumer, industrial and business services, and technology, media and telecommunications. Warburg Pincus is controlled by the individuals Charles R. Kaye and Joseph P. Landy. (4)General Atlantic is a member-owned private equity firm, active through its portfolio companies in a variety of sectors, including business services, retail and consumer, financial services, healthcare, internet and technology. […]. (5)Santander is the parent company of an international group of banking and financial companies operating mainly in Europe, the U.S., and Latin America. Santander is not controlled by any other undertaking. (6)UniCredit is the Italian parent company of a banking group providing banking and financial services in Italy and abroad and is not controlled by any other undertaking. (7)SAM is an asset management business with operations in Europe and Latin America. SAM is a joint venture between Warburg Pincus, General Atlantic and Santander. SAM’s products are distributed through: (i) Santander’s retail banking network in different countries; (ii) Santander or SAM directly or through sub-advisors to institutional clients; and (iii) third parties, […]. SAM is a full function joint venture owned and controlled by Sherbrooke Acquisition Corp SPC (an investment vehicle jointly controlled by Warburg Pincus and General Atlantic) (“Sponsor Entity”) and Santander. (8)Pioneer is an asset management business with operations across Europe and in several non-European countries and it is a wholly-owned subsidiary of UniCredit. Pioneer is active in asset management through: (i) Pioneer Investment Management USA Inc. and its group in the U.S.; and (ii) direct and indirect subsidiaries (including joint venture arrangements in certain jurisdictions) in the rest of the world. The proposed transaction does not include Pioneer Investment Management USA Inc. and its US subsidiaries as well as certain of its other subsidiaries. These entities are part of a parallel transaction through which Warburg Pincus, General Atlantic and Unicredit acquire joint control over those entities. That parallel transaction was notified to the Commission separately and was approved unconditionally on 23 March 2016 (Case M.7874 – Warburg Pincus/General Atlantic/Unicredit/Pioneer US).

2.THE CONCENTRATION (9)The proposed transaction comprises two stages: (10)In phase 1, Pioneer will be re-organised internally to separate the US business from the non-US business and certain out-of-scope entities. This includes the incorporation of two new companies (RoWCo and TopCo) with the aim that TopCo will hold the non-US entities of Pioneer through RoWCo. (11)In phase 2, SAM will acquire 100% of the shares in RoWCo from TopCo in exchange for an issue of shares in SAM to TopCo and cash consideration. As a result, TopCo will hold 1/3 of the shares in SAM. Further, the Sponsor Entity will acquire shares in TopCo in exchange for 100% of its interest in SAM. The Sponsor Entity will then subscribe for additional shares in TopCo in order that it holds a 50% interest in TopCo. The acquisition of the Sponsor Entity’s interest in SAM by TopCo will increase TopCo’s interest in SAM to 2/3. Ultimately, and as set out in Figure 1 , Santander, Unicredit and the Sponsor Entity will each indirectly hold 1/3 of the shares in SAM and RoWCo. Figure 1 Simplified corporate structure post-transaction (12)As a result, the non-US business of Pioneer and the business of SAM will ultimately be jointly controlled by the Parties. […] each of the Parties will be able to veto […], all of which constitute strategic commercial decisions conferring decisive influence over SAM in accordance with paragraph (69) of the Consolidated Jurisdictional Notice. (13)Based on the information submitted by the Parties, SAM will manage its own portfolio, will act on its own behalf on the market and it will carry out its own sales and marketing functions and hence perform on a lasting basis all the functions of an autonomous economic entity. (14)In particular, SAM will have a dedicated Board of Directors for its day-to-day operations comprising 11 directors, over 500 members of staff, access to independent financing as well as all assets and resources required to function independently on the market. It will continue its customer facing activities and its activities will go beyond one specific function within the Parties’ business activities as SAM will have its own access to and presence on the market. (15)It is envisaged that, post-Transaction, Santander and UniCredit will distribute mutual funds created by SAM in certain EU jurisdictions. The Parties estimate that, on an EEA-wide basis, about […]% of SAM's asset management products will be distributed by either Santander or UniCredit. However these distribution relationships will be carried out […]. Also, these relationships will not be exclusive since SAM will be able to appoint third party distributors. (16)On this basis, the proposed transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. 3.EU DIMENSION (17)Based on the principle to look at the “economic reality of the operation to determine which are the undertakings concerned” laid down in paragraph (145) the Consolidated Jurisdictional Notice, SAM's parent companies should be considered as the real drivers behind the operation due to their significant involvement in the initiation, organization, and financing of the operation. Based on the same principle, the Sponsor Entity's parent companies should be considered as the undertakings concerned since the Sponsor Entity is merely an investment vehicle. Accordingly, each of Warburg Pincus, General Atlantic, Santander and UniCredit constitute undertakings concerned. However, the assessment of the EU dimension of the transaction would remain unchanged if, alternatively, SAM (instead of each of Warburg Pincus, General Atlantic and Santander) or the Sponsor Entity (instead of each of Warburg Pincus and General Atlantic) were to be considered undertakings concerned. (18)The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (General Atlantic: EUR 3 797 million, Warburg Pincus: EUR 14 682 million, Santander: EUR 76 793 million, UniCredit: EUR 21 365 million). Each of them has an EU-wide turnover in excess of EUR 250 million (General Atlantic: EUR 471 million, Warburg Pincus: EUR 1 329 million, Santander: EUR […], UniCredit: EUR 20 108 million), but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State. The notified operation therefore has an EU dimension. 4.RELEVANT MARKETS (19)The proposed transaction gives rise to horizontally affected national markets in Poland for: (i) the provision of open retail mutual funds; (ii) the provision of open retail money market funds; and (iii) a possible product market comprising both these markets, namely the market for overall open asset management for retail clients. (20)In Poland SAM is active in open asset management for retail clients by offering open retail mutual funds and open retail money market funds via BZ WBK Towarzystwo Funduszy Inwestycyjnych S.A. Pioneer offers both open retail mutual funds and open retail money market funds via Pioneer Pekao Towarzystwo Funduszy Inwestycyjnych S.A.

4.1.Overall open asset management for retail clients 4.1.1.Relevant product market (21)In previous cases, the Commission considered that one may distinguish a relevant product market for (overall) asset management, including the creation and managing of mutual funds for retail clients, the tailor-made funds for corporate and institutional customers, and portfolio management for private investors, pension funds and institutions. The Commission has, however left open the question of whether these individual products constitute separate relevant product markets, with the exception of portfolio management services (i.e. private banking), which have been considered a separate market. (22)The exact definition of the relevant product market can be left open as in all possible scenarios the proposed transaction does not raise serious doubts as to its compatibility with the internal market. 4.1.2.Relevant geographic market (23)In previous decisions , the Commission considered that certain markets for asset management might be national and others EEA-wide/international in scope. (24)The exact definition of the relevant geographic market can be left open as in all possible scenarios the proposed transaction does not raise serious doubts as to its compatibility with the internal market. 4.2.Sub-segments of open retail mutual funds and open retail money market funds 4.2.1.Relevant product markets (25)In a previous case, the Commission found that there are separate markets for (i) open retail mutual funds, (ii) open retail money market funds and (iii) workplace savings schemes. The Commission found that mutual funds and money market funds constituted different markets because mutual funds are used for longer-term investments whereas money market funds are relatively short-term investment vehicles. (26)The exact definition of the relevant product market can be left open as in all possible scenarios the proposed transaction does not raise serious doubts as to its compatibility with the internal market. 4.2.2.Relevant geographic markets (27)In a previous case, the Commission considered that the geographic scope of the markets for open retail mutual funds as well as for money market funds was national in scope. (28)The exact definition of the relevant geographic market can be left open as in all possible scenarios the proposed transaction does not raise serious doubts as to its compatibility with the internal market. 4.3.Possible additional segmentations (29)The Commission has also discussed the possibility of further segmenting the markets for asset management for institutional clients and retail clients by type of management (active vs. passive). Active asset management consists of strategies in which the investment manager makes specific investments with the goal of outperforming a benchmark, passive asset management consists of strategies which merely seek to replicate the performance of an index and rely more on technology. Passive asset management services therefore normally have lower management fees than active asset management services. (30)Furthermore, in a previous case the Commission discussed with respect to asset management in France whether products sold within a life insurance “envelope” should form part of the same product market as retail mutual funds sold on a standalone basis. (31)It can however be left open whether such further segmentations are warranted as even then the proposed transaction does not raise serious doubts as to its compatibility with the internal market. 5.COMPETITIVE ASSESSMENT (32)The competitive assessment takes into account the affected markets, which are all located in Poland.