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, 21.10.2021  
C(2021 ) 7676 final  
PUBLIC VERSION  
 
Assicurazioni Generali S.p.A.  
Piazza Duca degli Abruzzi, 2   
34132 – Trieste  
Italy 
Subject : Case M. 10360  – ASSICURAZIONI GENERALI  / SOCIETÀ 
CATTOLICA DI ASSICURAZIONE  
Commiss ion 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 17 September 2021 , the European Commission received notification of a 
proposed concentration pu rsuant to Article 4 of the Merger Regulation by which 
Assicurazioni Generali S.p.A. (“Generali”) acquires within the meaning of Article 
3(1)(b) of the Merger Regulation sole control of the whole of Società Cattolica di 
Assicurazione (“Cattolica”)  (the “Tra nsaction”)3. Generali  is designated hereinafter 
as the “Notifying P arty” and, together with Cattolica, 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 390, 27.9.2021 , p. 10. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/20 04 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information omitted has been replaced by 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  PARTIE S  AND THE  OPE RATION  
(2) Generali is the ultimate parent company of an international group of companies 
operating in the insurance a nd financial sectors. The Generali group is mainly active 
in Europe in the provision and distribution of both life and non -life insurance 
products, reinsurance products, assistance services, and real estate and asset 
management services.  
(3) Cattolica  is primarily active in Italy –directly, or indi rectly through its subsidiaries – 
in the provision and distribution of life and non -life insurance products and, to a 
marginal extent, in the provision of reinsurance, as well as ancillary and support 
activities.  
(4) The Transaction concerns the acquisition of sole control of Cattolica by Generali.  
(5) On the 31st of May 2021, Generali has publicly  announced the launch of a voluntary 
public tender offer for the acquisition of all ordinary shares of Cattolica, excluding 
the sh ares already owned by Generali,4 listed on the electronic stock market 
organised and managed by the Italian Stock Exchange (Borsa Italiana S.p.A.). With 
its offer, Generali intends to acquire, upon completion of the Transaction, the entire 
share capital of  Cattolica.5 
(6) The Transaction is the continuation  of a strategic partnership, established on 24 June 
2020, between Generali and Cattolica.6 That partnership included the entry of 
Generali into the shareholding of Cattolica, in order, among other things , to satisfy 
the capitalisation requests made by the Italian Insurance Supervisory Authority 
(“IVASS”)  to Cattolica .7 Following another request from IVASS, in January 2021, 
reiterating the need to further strengthen Cattolica’s capitalisation, Generali 
subseque ntly announced the launch of a public tender offer for the acquisition of all 
ordinary shares of Cattolica. As such, the Transaction aims at allow ing Cattolica to 
benefit from the financial solidity, support and expertise of Generali.  
(7) The Transaction ther efore constitutes a concentration pursuant to Article 3(1)(b) of 
the Merger Regulation.  
                                                 
4  The Transaction concerns the acquisition of 174,293,926 ordinary shares of Cattolica, namely, all the 
shares issued by Cattolica as of today but excluding the 54,054,054 shares already owned by Generali 
prior to the Transaction (26.9% of the share capital).  
5  For completeness, Generali intends to acquire the entire share capital of Cattolica , or at least a 
shareholding  equal to 66.67% of the share capit al with voting rights, or, in any case, at least 50% plus one 
share of the share capital with voting rights of  Cattolica .  
6  On 24 June 2020, the Parties signed a strategic partnership agreement covering f our commercial are as – 
asset management, internet of things, business health, and reinsurance – aiming at  leveraging skills and 
abilities of Generali in investment management, digital innovation and health services, a nd a llowing 
Cattolica to expand its offer to customers wi th ancillary services.  The implementation of the partnership 
agreement started in the first quarter of 2021 . 
7  In a letter to Cattolica, IVASS highlighted the weakened solvency position of the Cattolica Group because 
of the deterioration of the financial markets following the spread of the COVID -19 pandemic, and pointed 
out to the need to take steps to increase capitalisation.  
 
 
3 2. UNION  DIME NSION  
(8) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million (Generali: EUR 70 704 million; Cattolica: EUR 4 7 05 
million8). Each of them has an EU -wide turnover in excess of EUR 250 million, 
(Generali: EUR […]; Cattolica: EUR […]), and only one of them (Cattolica) 
achieves more than two -thirds of its aggregate EU -wide turnover within one and the 
same Member State (Italy).9 The Transaction, therefore, has an EU dimension.   
3. COMPE TITIVE ASSE SSME N T  
3.1. Analytical framework  
(9) Article  2 of the Merger  Regulation  requires  the Commission  to examine  whether  
notified concentrations are compatible with the internal market, by asses sing 
whether they  would  significantly  impede  effective competition  in the internal  market  
or in a substantial  part of it. 
(10) In this respect, a merger may entail horizontal and/or non -horizontal effects. Non -
horizontal effects are those deriving from a concen tration where the undertakings 
concerned are active in different, but related, relevant markets.  
(11) As regards the assessment of horizontal overlaps, the Commission’s guidelines on 
the assessment of horizontal mergers under the Council Regulation on the contr ol of 
concentrations between undertakings (the “Horizontal Merger Guidelines”)10 
distinguish between two main ways in which mergers between actual or potential 
competitors on the same relevant market may significantly impede effective 
competition, namely no n-coordinated and coordinated effects.  
(12) Non-coordinated effects may significantly impede effective competition by 
eliminating important competitive constraints on one or more firms, which 
consequently would have increased market power, without resorting to coordinated 
behaviour. In that regard, the Horizontal Merger Guidelines consider not only the 
direct loss of competition between the merging firms, but also the reduction in 
competitive pressure on non -merging firms in the same market that could be brought  
about by the merger.  
(13) As regards  non-horizontal  mergers,  the Commission’s guidelines on the assessment 
of non-horizontal mergers under the Council Regulation on the control of 
                                                 
8  The Commission notes that Cattolica’s turnover does not include the turnover of IMA Italia and IMA 
Servizi (“IMA Italia Group”),  which Cattolica jointly controls together with IMA France. Cattolica does 
not consolidate the turnover of these companies within its consolidated annual accounts. The Parties have 
indicated that IMA Italia Group ’s turnover amounted  to EUR […] in 2020, and  […], of which EUR […] 
accounts for the insurance and reinsurance activities of the group (out of which about EUR […] relates to 
Cattolica) and EUR […] relates to the provision of assistance services to third parties (out of which EUR 
[…] account for servi ces provided to Cattolica).  
9  For completeness, in 2020, Cattolica achieved a turnover of […] in Italy out of an EU -wide turnover of 
[…]. 
10  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations b etween undertakings, OJ C 31, 05.02.2004, p.5 -18. 
 
 
4 concentrations between undertakings (the “Non -Horizontal Merger Guidelines”)11 
distinguish between two broad  types  of such mergers:  vertical  and conglomerate  
mergers. Vertical mergers  involve companies  operating  at different  levels  of the 
supply chain.12 Conglomerate  mergers  are mergers  between  firms that are in a 
relationship , which  is neither  horizontal  (as competitors  in the same  relevant  market)  
nor vertical (as suppliers or customers).13 
(14) A case where  a merger  entails  both horizontal  and non-horizontal  effects  may for  
instance  be when  the merging firms  are not only in a vertical or co nglomerate  
relationship,  but are also actual  or potential  competitors  of each other  in one or more  
of the relevant  markets  concerned.  In such a case,  the Commission  will appraise  
horizontal,  vertical  and/or  conglomerate  effects  in accordance with the guida nce set 
out in the relevant notices.14 
3.2. Introduction  
(15) The insurance industry provides financial protection to individuals, companies and 
government entities when certain specified events occur. This protection is referred 
to as insurance cover and an event ag ainst which a party seeks protection is referred 
to as the risk. Companies known as insurance carriers or insurers typically provide 
the insurance cover. In relation to insurance, the Commission identified three broad 
categories of insurance products: life  insurance, non -life insurance, and reinsurance, 
which can be distinguished within each of insurance provision (upstream) and 
insurance distribution (downstream).  
(16) Generali and Cattolica are both active  in Italy, primarily in the provision and 
distribution of insurance , both non -life and life , and reinsurance  products,  and in  the 
provision of services that are ancillary to insurance.   
(17) As a result, the Tra nsaction gives rise to a number of horizontal and vertical effects, 
which will  be assessed in section 3.3 and 3.4, respectively . For ease of reference, the 
Commission will first focus on each horizontally affected market and/or segment, 
with the market definition and the competitive assessment for each market set out in 
a single section. An assessment of all vertical links will follow, including a market 
definition for those market s which were not touched upon in  the previous section.  
3.3. Assessment of h orizontal effects  
(18) The Transaction gives rise to the following horizontally affected markets:15 
i) the overall market  for the provision of non -life insurance in Italy , as well 
as some plausible narrower sub -segments according to the underlying risk 
                                                 
11  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
conc entrations between undertakings, OJ C 265, 18.10.2008, p.6 -25.  
12  Non-Horizontal Merger Guidelin es, recital 4.  
13  Non-Horizon tal Merger Guidelines, recital 5.  
14  Non-Horizonta l Merger Guidelines, recital 7.  
15  For completeness, the Commission notes that the Parties’ activities also overlap in the provision of (i) 
reinsurance products and (ii) real e state services , […]. Nevertheless, in light of the fact that the combined 
market shares of the Parties do not exceed 20% under any plausible product or geographic market or sub -
segment considered, these two markets and potential sub -segments will not be as sessed any further for the 
purposes of the present decision.  
 
 
5 type, namely accidents, sickness, fire and natural forces, other damage to 
property, general liability, miscellaneous financ ial loss, legal expenses, 
assistance and Maritime, Aviation and Transport (“MAT”);16,17  
ii) several plausible narrower sub -segments of the market for the provision 
of life insurance in Italy , according to the underlying risk type, namely 
human life, sickness, c apitalization and retirement funds;18 
iii) the overall markets for the distribution of (i) non-life19 and (ii) life20 
insurance products in Italy ;21 
iv) the market for the provision of assistance services ; and 
v) the market for the provision of health insurance management  services . 
3.3.1.  Provision of non -life insurance products   
(19) Non-life insurance is any insurance that is not related to life insurance. General 
insurance, property insurance, casualty insurance, motor, fire, transport, health, 
general civil liability, litigation , working accidents, credit insurance are some  
examples of non -life insurance. People, legal liabilities, properties, inter alia , are 
                                                 
16  The Commission notes that the “MAT” market and a number of sub -segments, would be affected at 
national level (Italy). This is the case for the “MAT” sub -segments, namely aviation insurance, m aritime 
insurance and transportation insurance, as well as for the segmentations defined according to Italian  
insurance regulatory law , namely Railway rolling stock (Risk Class 4), Aircraft (Risk Class 5), Ships 
(Risk Class 6), Good in transit (Risk Class 7) and Aircraft liability (Risk Class 11).  
17  The Commission also considered some further plausible narrower segmentations within  the product 
markets for the provision  of non-life insurance products , according to the type of customers involved 
(individual and group customers), which has a particular relevance for some specific lines, namely 
Accidents (Risk Class 1), Sickness (Risk Class 2), Land vehicles (Risk Class 3) and Motor Vehicle 
liability (Risk Class 4). Should such segmentation be considered, the T ransaction would give rise to two 
additional affected markets, namely Accidents for group customers and Sickness for individual customers. 
Finally, with respect to the possible segmentation between large vehicles and automobile / small 
commercial vehicles , the Commission notes that this segmentation would only give rise to one additional 
minor affected segment, i.e. the provision of third party liability insurance (Risk Class 10) for large 
vehicles.  
18  The Commission also considered some further plausible narrower segmentations within  the product 
markets for the provision of life insurance products, according to the type of customers involved 
(individual and group customers) . Should such segmentation be considered relevant, the Transaction 
would give rise t o five additional affected markets, namely Human life  for individual customers, Human 
life for group cu stomers, Sickness fo r individual customers , Capitalisation for group customers and 
Retirement funds for group customers .  
19  The Commission also consider ed some further plausible narrower segmentations within the product 
markets for the distribution o f non -life insurance products according to the type of distribution (direct 
sales and outward distribution) and notes that, should these segmentations be cons idered, the Parties’ 
combined market shares would exceed 20% on all  potential  segments.  
20  The Commission also considered some further plausible narrower segmentations within  the product 
markets for the distribution of life insurance products according to the type of distribution (direct sales and 
outward distribution) and notes that, should these segmentations be considered, the Parties’ combined 
market shares would exceed 20% with respect to direct, and overall sales.  
21  The Parties submit that the life a nd non -life distribution markets are at least national in  scope. The 
Commission however notes that, should a regional or narrower scope be considered ( i.e. at the level of 
Italian regions or provinces, in compliance with the approach taken in some cases) , the Parties’ combined 
market shares would exceed 20% on a number of  segments.  
 
 
6 covered under a non -life insurance policy, which is aimed at compensating the 
insured for the loss incurred from a specific financial event.  
3.3.1.1.  Product market definition  
Notifying Party’s view  
(20) The Notifying Party submits that the exact product market for provision of 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. For 
completeness, the Notifying Party provides, in compliance with the Commission and 
the Italian Competition Authority’s (“ ICA”) previous decisional practice,22 a 
competitive assessment  with respe ct to the overall market for non -life insurance, as 
well as for each of the 18 categories defined in non -life in surance regulatory law in 
Italy.23 The 18 categories are defined as follow : accident, sickness, land vehicles, 
railway rolling stock, aircraft, s hips, goods in transit, fire an natural forces, other 
damages to property, motor vehicle liability, aircraft liability, liability for ships, 
general liability, credit, suretyship, miscellaneous financial loss, legal expenses and 
assistance.  
Commission’s as sessment  
(21) In its prior practice, the Commission considered that non -life insurance could be 
divided into as many different product markets as there are types of risks to insure.24 
More specifically, the Commission has distinguished between the following 
segm ents: (i) accident and sickness, (ii) motor vehicle,25 (iii) property, (iv) liability, 
(v) marine, aviation and transport  (“MAT”) , (vi) credit and suretyship, (vii) travel, 
(viii) cargo, (ix) specialty and (x) aerospace.26 
(22) Moreover, in its past decisional pr actice, the Commission has considered several 
alternative segmentations of the non -life insurance market, and, in particular, 
envisaged to further segment the market based on the applicable national insurance 
classification, as well as between individual a nd group customers.27  
                                                 
22  ICA decision n. 26413 of 7 February 2017, C12079 – Società Reale Mutua di Assicurazioni /Uniqa 
Assicurazioni ; and ICA decision n. 23678 of 19 June 2012, C11524 – Unipol Gruppo  Finanziario/Unipol 
Assicurazioni – Premafin Finanziaria – Fondiaria SAI – Milano Assicurazioni ; M.2343 – Toro 
Assicurazioni/Lloyd Italico.  
23  Article 2.3 of Legislative Decree n. 209/2005.   
24  M.9056 – Generali CEE/AS ; M.8905 – AXA Group/Roland ; M.8617 – Allianz/LV general insurance 
businesses , M.8257 – NN Group/Delta Lloyd ; M.9531 – Assicurazioni Generali/Seguradoras 
Unidas/Advancecare.  
25  The Commission considered further segmenting the motor vehicle insurance market between (i) third 
party liability (“T PL”) motor insurance, and (ii) non -TPL (or “Casco”) insurance. See M.6521 – Talanx 
International/Meiji Yasuda Life Insurance/Warta ; M.4701 – Generali/PPF Insurance business  and 
M.4284 – AXA/Winterthur . The Commission also considered segmenting the motor ve hicle insurance 
market between (i) large vehicle (e.g. trucks and buses) insurance, and (ii) automobile and/or small 
commercial vehicle insurance. See M.6521 – Talanx International/Meiji Yasuda Life Insurance/Warta . 
26  M.9531 – Assicurazioni Generali/Segur adoras unidas/Advancecare ; M.9056 – Generali CEE/AS.  
27  M.1712 – Generali/INA ; M.6649 – Allianz/Insurance Portfolio and  Brokerage Services of Gan 
Eurocourtage ; M. 9056 – Generali CEE / AS . 
 
 
7 (23) In this respect, the Commission notes that, in Italy, ICA has also considered a 
segmentation according to the type of risks insured in its previous decisional 
practice.28 
(24) Regarding the relevance of a product market distinguishing among  the various 
underlying risk classes, in the present case , the market investigation results are 
mixed . While a  number of customers indicated  that competition takes place at the 
overall level of non -life insurance since the main insurers active in the marke t are 
present across all risk classes, an equal number of customers considered that 
competition occurs at the level of individual risk class es. On the side of competitors, 
a slight majority also support ed a segmentation of the market for the provision of 
non-life insurance products according to  the type of risk covered.29  
(25) Likewise, a s regards a possible market segmentation by customer type, i.e. 
individual customers and group customers, the results of the market investigation are  
also mixed.  A majority of c ompetitors consider ed that selling non -life insurance 
products to individuals and group customers are different activities, while 
acknowledging at the same time  that most insurers are able to offer  non-life 
insurance products to both types of customers. Fo r instance, one competitor 
indicated that both the provision  of insurance products to individuals and to 
companies involve the implementation of IT platforms and specific actuarial and 
management models. The same competitor noted that the value chain is largely the 
same for both individuals and corporations and  almost all insurers are able to offer 
insurance products to both individuals and group customers .30 The majority of 
customers considered that insurers who provide non -life insurance products to 
indivi duals are capable to compete with  those insurers providing non -life insurance 
products to group customers.31 
(26) In any event, the exact product market definition for the provision of non -life 
insurance can be left open, as the Transaction does not raise any se rious doubts as to 
its compatibility with the internal market under any plausible market definition.  
3.3.1.2.  Geographic market definition  
Notifying Party’s view  
(27) The Notifying Party considers that the geographic scope of the market for the 
provision of non -life i nsurance and relative segments should be national in scope, 
except for the risk classes mentioned below.  
(28) The Notifying Party argues  that the geographic market of some risks, such as MAT 
insurance or insurance for large commercial, industrial and environme ntal risks, 
should be considered to be at least EEA -wide in scope. In particular, the Notifying 
Party submits that the segments concerning the following categories defined of non-
life insurance regulatory law in Italy should be considered EEA -wide in scope : 
railway rolling stock, aircraft, ships, goods in transit, aircraft liability and liability 
                                                 
28  ICA decision C12250 – Eurovita/Pramerica ; and ICA decision C1219 4 – Crédit Agricole 
Assurances/Global Assicurazioni .  
29  Questionnaire 1 to Competitors, question 16 and Questionnaire 2 to Customers, question 20.  
30  Questionnaire 1 to Competitors, question 17.  
31  Questionnaire 2 to Customers, question 21.  
 
 
8 for ships.  The Notifying Party submits that there are no national distribution 
channels since distribution channels  for these risk classes are primarily organised  at 
international level and sold via tenders  or international brokers.  
Commission’s assessment   
(29) Regarding the provision of non -life insurance market and its segments, in its prior 
practice  the Commission considered that they are generally national in scope . Within 
non-life insurance, the Commission has however found that the insurance of certain 
risks, including  MAT  insurance  and generally  large risk insurance, or so -called 
speciality insurance, is most likely to be at least EEA -wide in scope, due to the fa ct 
that certain business activities require coverage exceeding national borders.32 
(30) The market investigation rev ealed that the majority of competitors consider that 
competition takes place at national level. For some risk classes, such as railway 
rolling sto ck, aircraft, ships, goods in transit, aircraft liability and liability for ships, 
a number of competitors responded that the scope of this market might be wider, i.e., 
at least, EEA -wide. For instance, one competitor stated that competition  among 
insurers  generally takes place at the national level for almost all risk  classes, with 
some exceptions and mentions Maritime insurance as an example .33 
(31) Customers indicated that, for almost all risk classes, competition takes place at 
national level. Customers’ view s in relation to those risk classes falling under MAT 
insurance are not particularly conclusive.34 
(32) In any event, the exact geographic market definition for the provision of non -life 
insurance can be left open in this case, as the Transaction does not raise serious 
doubts as to its compatibility with the internal market under any market definition.  
3.3.1.3.  Competitive assessment  
(33) The Parties’ combined market shares in the main horizontally affected markets and 
segments for the provision of non -life insurance product s are presented below. 35   
                                                 
32  M.9531 – Assicurazioni Generali/Seguradoras unidas/Advancecare ; M.9056 – Generali CEE/AS.  
33  Questionnaire 1 to Competitors, question 18.  
34  Questionnaire 2 to Customers, question 22.  
35  There is a number of segments where the Transaction gives rise to horizontal  overlaps but they do not 
result affected. Consequently, these segments are not listed in Table 1 and will not be analysed in the 
competitive assessment. These segments are: land vehicles (17.55% combined market share, with an 
increment of 4.58% -point brou ght by Cattolica); motor vehicle liability (18.52% combined market share, 
with an increment of 6.70% -point brought by Cattolica); credit (0.15% combined market share, with an 
increment of 0.02% -point brought by Cattolica); suretyship (14.52% combined marke t share, with an 
increment of 3.96% -point brought by Cattolica); and liability for ships (14.3%, with an increment of 
3.39% -point brought by Cattolica).  

 
 
10 Source: Form CO.  
Notifying Party’s view  
(34) The Notifying Party argues that, in the overall market for the provision of non -life 
insurance products, the merged entity will hold a market share well below 30% and 
will be closely followed by other strong suppli ers, such as Unipol, Allianz, Reale 
Mutua Assicurazioni, and AXA. According to the Notifying Party, the competitive 
assessment is largely the same across all risk classes falling under the provision of 
non-life insurance products.  
(35) As regards MAT insurance,  the Notifying Party submits that, as already mentioned 
above, this market should be wider than national and, at least, EEA -wide. The 
Notifying Party puts forward that, should a wider geographic scope of the market for 
MAT insurance be considered, there wo uld be no affected markets. The Notifying 
Party argues that this segment, as well as its potential sub -segments, would be 
particularly small in Italy , since around [70-80]% of all MAT premiums written in 
Europe are written in the UK , further pointing towar ds a broader scope of the 
relevant market .40  
Commission’s assessment  
(36) Considering that the Parties’ combined market shares remain moderate on each 
given segment, corresponding to the underlying risk classes, and the market 
investigation results did not sugg est the existence of significant differences in the 
competitive dynamics across segments, t he Commission will provide , in Section A  
below , an overall assessment encompassing all risk classes falling under the 
provision of non -life insurance product s.  
(37) A se parate section (Section B) will be dedicated to the individual risk classes falling 
under MAT insurance, considering that, at national level, the Parties’ combined 
market shares in these segments are higher and a separate competitive assessment is 
warrante d.  
(A) Provision of non -life insurance products  
(38) Excluding the risk classes falling under MAT insurance, which will be assessed 
separately below, as regards the provision of non -life insurance, the Parties’ 
combined market share is above 20% in the overall mar ket for the provision of non -
life insurance products in Italy (20.94%) and in the following segments in Italy: (i) 
accidents (22.17%); (ii) sickness (24.57%); (iii) fire and natural forces (25.67%); 
(iv) other damage to property (27.13%); (v) general liabi lity (21.62%); (vi) 
miscellaneous financial loss (20.04%); (vii) legal expenses (20.27%); and (viii) 
assistance (20.11%).  
                                                                                                                                                      
39  Aircraft insurance covers  damage or loss to the aircraft , includi ng its machinery and equipment, where as 
aircraft liability insurance covers  legal liability vis-à-vis any third party due to negligence related to the 
aircraft’s  operations or the actions of the crew .  
40  According to the statistics published by Insurance Europe, available at 
https://www.insuranceeurope.eu/statistics .  
 
 
11 (39) In the overall market for the provision of non -life insurance products in Italy, as well 
as across the various segments identified ab ove, the Parties’ combined market shares 
will remain moderate and below 30%. Moreover, the increment brought by Cattolica 
across these segments will be between 4 -7%-point .  
(40) Post-Transaction, the merged entity will continue to face competition from various 
market players, such as Unipol  (20.52%) , Allianz  (12.66%) , Reale Mutua 
Assicurazioni (6.05%), or AXA  (5.74%). Both customers and competitors have 
consistently mentioned these companies as credible competitors  in response to the 
market investigation .41 Addit ionally, the majority of both customers and competitors 
indicated that these players exercise competitive pressure on the Parties.42  
(41) The market investigation indicated that, generally, Generali and Cattolica compete 
closely but that a number of  other playe rs are competing equally closely  with the 
Parties.43 For example, o ne customer indicated that there is a sufficient number of 
insurers  operating in the Italian market for the provision of non -life insurance 
products and, among those, Cattolica should not be  considered as a close competitor 
to Generali, while other companies such as Unipol, Allianz, Reale Mutua 
Assicurazioni , should be considered as closer competitors . Depending on the risk 
class, the same  customer observes that other players can also be cons idered as being 
particularly close competitors  to Generali , in comparison with Cattolica:  Axa, Swiss 
RE, Chubb, AIG  (American International Group), Allianz , COFACE , Atradius, and 
Elba Assicurazioni  S.p.A. .44  
(42) Furthermore, t he market investigation indicated that customers would face no 
significant difficulties to switch to other insurance providers and that switching is 
relatively easy  and can be done in a timely fashion .45  
(43) Considering the overall market for the provision of non -life insurance products and 
the various risk segments, a majori ty of customers and competitors indicated that, 
post-Transaction, a sufficient number of suppliers would remain in the market. For 
instance, one competitor stated that the market for the provision of non -life 
insurance prod ucts is quite fragmented, despite the presence of some big players, 
such as Unipol. One customer confirmed that, post -Transaction, competition levels 
will not change.46 
(44) Moreover, the majority of customers and competitors replied that the impact of the 
Trans action on the market will be neutral  both considering the overall market for the 
provision of non -life insurance products as well as on the individual potential risk 
classes (accidents, sickness, fire and natural forces, other damage to property, 
general l iability, miscellaneous financial loss, legal expenses, and assistance) .47 
                                                 
41  Questionnaire 1 to Competitors, question 20 and Questionnaire 2 to Customers, question 24.  
42  Questionnaire 1 to Competitors, question 21 and Questionnaire 2 to Custo mers, question 25.  
43  Questionnaire 1 to Competitors, question 25 and Questionnaire 2 to Customers, question 28.  
44  Questionnaire 2 to Customers, question 28.  
45  Questionnaire 2 to Customers, question 29.  
46  Questionnaire 1 to Competitors, question 26 and  Questionnaire 2 to Customers, question 31.  
47  Questionnaire 1 to Competitors, question 27 and Questionnaire 2 to Customers, question 32.  
 
 
12 (B) MAT  
(45) Regarding MAT insurance,  the Parties’ combined market shares in Italy, across the 
various segments, would amount to 74.6% for railway rolling stock, 37.4% for 
aircraft, 30.44% fo r ships, 26.99% for goods in transit, and 48.29% for aircraft 
liability.48  
(46) The Commission not es that, in line with its prior practice,  the geographic scope of a 
number of non -life insurance risks , such as MAT insurance, is most likely to be 
wider than nati onal in scope, due to the fact that certain business activities require 
coverage exceeding national borders. Considering the geographic scope of these 
segments as wider than national, the Parties’ combined market shares would be 
below 20% in each of Mariti me ( [5-10]% at EEA -wide level), Aviation ( [0-5]% at 
worldwide level49), and Transport ( [5-10]% at EEA -wide level).50 A wider than 
national geographic market definition is also supported by the Notifying Party’s 
arguments, indicating that the vast majority of  its customers select their insurance 
provider through a tender process which is frequently organized at EEA level or 
through an international broker. Moreover, the insurance coverage granted covers all 
geographic areas where the client is active, regardle ss of the country where it is 
located and of the beginning or the end of a given transport route. Customers and 
competitors who responded to the market investigation also indicated that 
international players – such as Lloyd’s, Allianz, Swiss RE, and Chubb – exercise 
strong competitive pressure on the Parties.51 
(47) Hence, s hould a geographic scope wider than national be considered for those 
segments falling under MAT insurance, ther e would be no affected markets.  
(48) Even if a national market  for those segments fall ing under MAT insurance  is to be 
considered – which would not be fully in line with the Commission’s past practice – 
the Transaction would not appear to raise serious doubts regarding its compatibility 
with the internal market, for the following reasons:  
i) In the segments for aircraft and aircraft liability in Italy,  where the Parties’ 
combined market shares would amount to 37.4% and 48.29%, respectively,  
the increment brought by Cattolica would be below 1% -point , i.e., 0.81% -
point  and 0.47% -point , respectiv ely;  
                                                 
48  These risk classes identified by the Italian regulatory framework can be reconciled with the MAT category 
identifie d by the Commission in its previous decisions; more specifically, Maritime would comprise the 
categories ships and liability for ships, Aviation would comprise the categories aircraft liability and 
aircraft, and Transport would comprise the categories rail way rolling stock and goods in transit.  
49  Due to the absence of any reliable estimates on the total market size for aviation on an EEA -wide level, 
the Notifying Party was only able to provide estima ted market shares on the worldwide level which, in 
any e vent, would be in line with the Commission’s past decisions.  
50  The Notifying Party submits that there are no reliable estimates on the total market size for those segments 
identified within the Italian regulatory framework (such as railway rolling stock)  on an EEA -wide level. 
Therefore, at EEA -wide level, the Notifying Party was only able to provide estimated market shares for 
the categories identified also in the Commission’s past practice (such as Transport and Maritime) which, 
in any event, would be in  line with the Commission’s previous decisions.   
51  Questionnaire 1 to Competitors, question 20 and Questionnaire 2 to Customers, question 24.  
 
 
13 ii) In the segment for goods in transit, the Parties’ combined market share 
would remain below 30% (26.99%) and the increment brought by Cattolica 
is negligible, i.e., 2.28% -point ;  
iii) In the segment for ships, the Parties’ combined market share would be ju st 
above 30% (30.44%) and the increment brought by Cattolica is moderate, 
i.e., 7.11% -point ;  
iv) Finally, in the segment for railway rolling stock, where the  Parties’ 
combined market share  would amount to 74.6% and the increment brought 
by Cattolica is of 15. 28%-point , the Commission notes that Cattolica’s 
market share is based on the […] customers Cattolica has in the railway 
rolling stock segment in Italy52. These […]. While the coverage of […] of 
these customers’ contracts is wider than national, i.e., at le ast European, the 
other customers are small regional players, whose insurance policies values 
are quite limited, making it in efficient for them to source these policies  from 
multiple insurers  at the same time . Similarly, Generali’s market share  in 
Italy is largely based on […] big clients, which in 2020 represented about 
[…] of Generali’s overall premiums in railway rolling stock in Italy.53 Based 
on the Notifying Party’s market knowledge, […] clients ([…]) multi-source 
their railway rolling stock insurance needs from Generali and […], whereas 
[…] customer ( […]) is sourced by Generali at […].54 These clients would 
unlikely  consider switching to Cattolica as a potential provider, as the 
geographic coverage of their contracts is, at least, EEA -wide (if not globa l in 
certain instances) and Cattolica would not be able to compete closely with 
Generali on the EEA -wide level. Additionally, as these […] customers  
represent the large majority of Generali’s premiums in this segment, they 
exert a sufficient degree of buye r power over Generali. The Commission 
also notes that  the most important insurance railway rolling stock contracts 
for Generali in Italy are awarded through EEA -wide tenders  or through 
international brokers  and the insurance coverage offered by Generali an d by 
insurers , in the framework of railway rolling stock insurance contracts, has a 
scope that covers all the geographic areas where the client is active, beyond 
the country where it is located. By way of example, […].  
(49) The same conclusions made above rega rding the number of suppliers remaining in 
the market post -Transaction and the neutral impact of the Transaction apply to the 
individual risk classes falling under MAT insurance. In particular, the market 
investigation indicated that, generally, Generali a nd Cattolica compete closely but 
that a number of other players are competing equally closely with the Parties.55 With 
specific reference to the segment for railway rolling stock, customers and 
competitors mentioned Unipol, Chubb, Allianz, and Lloyd’s56 as p articularly close 
                                                 
52  […].  
53  […].  
54  Notifying Party’s reply to RFI 6, question 1.  
55  Questionnaire 1 to Competitors, question 25 and Questionnaire 2 to Customers, question 28.  
56  The Notifying Party provided market shares for competitors in Italy for the category of Transport, 
comprising both railway rolling stock and goods in transit. Based on these market shares, in 2020, Chub b 
holds a market share of [10 -20]%, Unipol of [10 -20]%, AXA of [10 -20]%, Allianz of [5 -10]%, and 
Lloyd’s of [5 -10]%. On the segment for Transport in Italy, Generali would hold a market share of [20 -
30]% and Cattolica of [0 -5]%. Considering the potential se gment for railway rolling stock in Italy, in 
 
 
 
14 competitors to Generali rather than Cattolica.57 Furthermore, the market 
investigation indicated that customers would face no significant difficulties to switch 
to other insurance providers and that switching is relatively easy and can be done in 
a timely fashion.58 Considering the various risk segments  falling under MAT 
insurance , a majority of customers and competitors indicated that, post -Transaction, 
a sufficient number of suppliers would remain in the market.59 Finally , the majority 
of c ustomers and competitors replied that the impact of the Transaction on the 
market will be neutral both considering , more generally, the segments falling under 
MAT insurance and, more specifically, railway rolling stock insurance.60 
3.3.1.4.  Conclusion  
(50) In light of th e above, the Commission concludes that the Transaction does not give 
rise to serious doubts as to its compatibility with the internal market as regards the 
various possible relevant markets for the provision of non -life insurance.  
3.3.2.  Provision of life insura nce products   
(51) Life insurance typically involves an insurer providing protection in the event of the 
policyholders ’ death or serious illness.  
3.3.2.1.  Product market definition  
Notifying Party’s view  
(52) The Notifying Party submits that it is appropriate to consider an overall market for 
the provision of life insurance products. According to the Notifying Party, it is not 
warranted to sub -segment the market for the provision of life insurance as the top 
life insurers in Italy are authorised to provide life insurance in p ractically all 
insurance classes and actually were active in all those classes in 2020, so that the 
competitive landscape is relatively homogeneous across all life insurance classes.  
Commission’s assessment  
(53) In its past decisional practice, t he Commission has considered  that the market for the 
provision of life insurance could be further segmented a ccording to the type of risk 
covered or the purpose served by the product and, in this respect, further 
distinguished between: (i) pure risk protection products;  (ii) savings and investment 
products and (iii) pension products.61  
(54) Similar to non -life insurance, the Commission has also envisaged to further segment 
the market based on the applicable national insurance classification.62 In this respect,  
                                                                                                                                                      
2020, Unipol would have a market share of 11.20%, Allianz of 8.92%, and Le Assicurazioni di Roma of 
3.06%. The Notifying Party was unable to provide market share data for competitors for the category of 
Transpor t on the EEA -wide level.   
57  Questionnaire 1 to Competitors, question 20 and Questionnaire 2 to Customers, question 24.  
58  Questionnaire 2 to Customers, question 29.  
59  Questionnaire 1 to Competitors, question 26 and Questionnaire 2 to Customers, questio n 31. 
60  Questionnaire 1 to Competitors, question 27 and Questionnaire 2 to Customers, question 32.  
61  M.4701 – Generali/PPF Insurance business  and M.6521 – Talanx International/Meiji Yasuda Life 
Insurance/Warta . 
62  M.9796 – UNIQA / AXA (insurance, asset m anagement and pensions - Czechia, Poland and Slovakia).  
 
 
15 the Italian  regulatory framework  defines five main risk classes relevant for life 
insurance : human life  (“ramo vita umana - Ramo Vita I” ), investment funds  (“ramo 
fondi di investimento - Ramo Vita III ”), sickness  (“ramo malattia - Ramo Vita IV ”), 
capitalisation (“ramo cap italizzazione - Ramo Vita V ”), and retirement funds  (“ramo 
fondi pensione - Ramo Vita VI ”).63  
(55) In addition, the Commission has considered a possible segmentation of these product 
markets between group and individual products.64 
(56) In the present case, the resul ts of the market investigation provided mixed results on 
the appropriateness to further segment the market for the provision of life insurance 
according to the underlying risk types being insured. While  competitors confirmed 
that a sub -segmentation per ris k class could be relevant since , in their view,  it is at 
that level that competition takes place and that the identity of suppliers tends to vary 
according to the underlying risk types , customers, however, indicated  that almost all 
insurers are capable of providing all life insurance products across risk classes.65  
(57) As to the possibility for  a sub -segmentation by customer type, the market 
investigation results are inconclusive, as only  a slight majority of customers consider 
that there is no significant diff erence between the provision of  life insurance 
products to individuals , as opposed  to group customers.66 
(58) In any event, the precise definition of the product market for the provision of life 
insurance products can be left open, as the Transaction does not ra ise any serious 
doubts as to its compatibility with the internal market concerning life insurance  
provision , or any other plausible segment previously envisaged by the Commission.  
3.3.2.2.  Geographic market definition  
Notifying Party’s view  
(59) The Notifying Party subm its that the geographic scope of the market should be 
considered as national, and that it is not necessary to further segment the market, 
considering that Cattolica provides life insurance products across the whole of Italy.  
Commission’s assessment  
(60) The Co mmission previously considered the geographic market for the provision of 
life insurance and its respective segments to be national in scope.67 
(61) The results of the market investigation confirmed the Commission’s past decisional 
practice, by indicating that a  national scope is the appropriate geographic market for 
                                                 
63  On the basis of the information provided by the Parties relying on a report of IVASS of 2019, the 
provision of life insurance relating to marriage and natality (“ Ramo Vita II ”) was non -existent in 2019. 
Accordingly, this category will not be considered any further for the purposes of the present decision.   
64  M.5075 – Vienna Insurance Group/EBV  and M.4701 – Generali/PPF Insurance business . 
65  Questionnaire 1 to Competitors, question 5; Questionnair e 2 to Customers for provision of life and non -
life insurance products, question 6.  
66  Questionnaire 1 to Competitors, question 6; Questionnaire 2 to Customers for provision of life and non -
life insurance products, question 7.  
67  M.4701 – Generali/PPF In surance business  and M.6521 – Talanx International/Meiji Yasuda Life 
Insurance/Warta . 

 
 
17 Notifying Party’s view  
(65) The Notifying Party argues that  the Transaction is unlikely to create a significant 
impediment of effective competition in relation to the provision of life insurance. 
While the Notifying Party acknowledge s that Generali is a sizeable competitor on 
the market, they submit that Cattolica is a small player, so that post -Transaction the 
size of the mer ged entity is not going to be significantly different of that of Generali 
today. Furthermore, the Notifying Party submits that the Merged Entity will also 
face the competition of a number of strong players.  
Commission’s assessment  
(66) For the purposes of its competitive assessment, the Commission will first assess the 
Transaction on the overall market and main plausible segments according to the 
relevant underlying risks (section (A)), and further consider , for completeness,  the 
competitive dynamics on additio nal plausible sub -segments within the main 
segments previously identified according to the type of customer served, i.e. 
individual or group customers  (section (B)) . 
(A) Provision of life insurance products  and segments according to the 
underlying risk  
(67) Overall , the Parties’ combined market share on the market for the provision of life 
insurance products  does not give rise to an affected market, as it does not exceed 
20%.  On four  main segment s and five additional sub -segment s, however, the 
Parties’ combined mark et share give rise to affected markets and vary greatly 
depending on the segment. Despite these differences, the Commission considers that 
the impact of the Transaction is likely to  be similar , in light , notably, of Cattolica ’s 
small size across segments , as set out below . 
(68) On the segments for the provision of life insurance relating to human life  and 
capitalisation , the Parties ’ combined shares are moderate and remain below 30%,  i.e. 
24.14% combined for human life and 26.3 5% for capitalisation. On the two o ther 
segments, the Parties’ combined shares are higher, amounting to 47.17% for life 
insurance relating to retirements funds  and 59.41% for life insurance relating to 
sickness .  
(69) On the four main segments considered, the Commission observes that the increme nt 
brought by Cattolica is negligible, as it remains below 3% -point  or even below 
1.05% -point  for segments where the com bined market share exceeds 30%. 
Accordingly, based on  the information provided by the Parties, on all four segments 
considered, the HHI levels post -Transaction are either between 1000 and 2000, with 
a delta below 250 (even 150 in some instances), or above 2000, with a delta below 
150.73  
                                                 
73  Pursuant to paragraph 20 of the Horizontal Merger Guidelines, “ the C ommission is also unlikely to 
identify horizontal competition concerns in a merger with a post -merger HHI between 1000 and 2000 and 
a delta below 250, or a merger with a post -merger HHI above 2000 and a delta below 150 ”.  

 
 
19 (76) As to the other three sub -segments considered, i.e. the provision of life insurance to 
(i) individual customers relating to sickness , (ii)  group customers relating to 
capitalisation  and (iv) group customers relating to retirement funds , while the market 
shares range between 50 and 60%, the increment brought by Cattolica is very minor 
and does not exceed [0-5]%-point .  
(77) Similar ly to the situat ion on the main segments assessed in section (A) above , the 
Commission notes that Cattolica’s activities in non -life insurance are relatively 
limited and that the market shares levels primarily derive from Generali’s position 
on the market. In this respect , the results of the market investigation clearly 
highlighted the competitiveness of the overall market, segments and sub -segments.78 
(78) Furthermore, the market share levels on these sub -segments also reflect a positioning 
of the Parties on one sub -segment or the other (individual or customers), while the 
results of the market investigation provided some indications that competitors are 
able to serve both types of customers. In  the course of the market investigation a 
competitor  highlighted for example  that most insurers are today well equipped to 
serve individuals and group customers  equally , notably because the value chain is 
very similar (e.g. the operational circuit for after sales and claims is similar, and both 
require the implementation of IT platforms an d specific actuarial and management 
models) . A majority of customers also indicated that players providing insurance 
products to individuals compete with players providing insurance products to group 
customers.79 
3.3.2.4.  Conclusion  
(79) In view of  the elements set  out above,  the Commission  considers  that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market on the market for the provision of life insurance in Italy, nor on any other 
plausible narrower segments or sub -segments ide ntified.  
3.3.3.  Distribution of non -life and life insurance products  
(80) Insurance distribution refers to the activity of selling, proposing to sell, advising on 
or preparing, in any other way, the conclusion of insurance contracts. It also covers 
the sale of insura nce products through websites, including comparison websites if 
they allow concluding an insurance contract.  
3.3.3.1.  Product market definition  
Notifying Party’s view  
(81) The Notifying Party submits that, for the purpose of the present case, the exact 
product market f or the distribution of 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.  
                                                 
78  Questionnaire 1 to Competitors, question s 8-9; Questionnaire 2 to Customers for provision of life and 
non-life insurance prod ucts, question 9. 
79  Questionnaire 2 to Customers for provision of life and non -life insurance products, question 7. 
 
 
20 Commission’s assessment  
(82) In its previous decisi ons, the Commission has identified a downstream market for 
the distribution of insurance products, which involves the procurement of insurance 
cover for individual and corporate customers through different distribution channels, 
whether comprised of direct  writers, tied agents or intermediaries such as banks , 
brokers , and financial promoters .80  
(83) Within the market for insurance distribution, the Commission considered that a 
distinction could be made between the distribution of non -life and life insurance 
products.81  
(84) Furthermore, while the Commission has left open the question of whether the 
markets for the distribution of life and non -life insurance include exclusively third -
party outward insurance distribution channels ( e.g., agents and banks) or whether it 
should also comprise direct sales forces,82 with respect to the distribution of non -life 
insurance through brokers, the Commission has considered distinct markets from the 
other types of distribution, in view of the specificities of the services provided by 
such brokers.83 
(85) The market investigation results confirmed the  Commission’s previous findings , 
according to which a distinction should be drawn between distribution of life 
insurance products and distribution of non -life insurance products. The market 
inves tigation, moreover, support ed a segmentation of the market for the distribution 
of insurance products by distribution channels, distinguishing between direct sales 
and outward distribution channels.  With respect to the distribution of life insurance 
produc ts, specifically, one competitor indicated that direct sales and outward 
distribution channels, encompassing agents, banks, post offices, financial promoters, 
should  not be seen as  substitutable , since the distribution of  life insurance products is 
an acti vity implying  consultation skills, aimed at identifying  the best product to 
fulfill customers’ needs.84 
(86) In any event, the exact product market definition for the distribution  of insurance 
products – both life and non -life – can be left open, as the Transact ion does not raise 
any serious doubts as to its compatibility with the internal market under any 
plausible market definition.  
3.3.3.2.  Geographic market definition  
Notifying Party’s view  
(87) The Notifying Party argues that the distribution of insurance products has at  least a 
national geographic dimension, in view of a number of elements: the existence of 
                                                 
80  M.6957 – IF P&C / Topdanmark ; M.6053 – CVC / Apollo/ Brit Insurance  and M.4284 – Axa / 
Winterthur . 
81  M.8257 – NN Group/Delta Lloyd.  See also M.4284 – AXA/Winterthur  and M.6957 – IF P&C/ 
TopDanmark . 
82  M.7233 – Allianz/Going concern of Unipolsai Assicurazioni ; M.8257 – NN Group/Delta Lloyd . 
83  M.9829 – Aon/Willis Towers Watson ; M.9196 – Marsh & Mclennan Companies/Jardine Lloyd Thompson 
Group. 
84  Questionnai re 1 to Competitors, question s 28 and 39.  
 
 
21 national regulations on distribution of different types of insurance product s in Italy; 
the homogeneous conditions of competition throughout Italy (as most insurers a re 
active at national level); […].  
Commission’s assessment   
(88) In its decisional practice, the Commission has acknowledged that insurance 
distribution channels may be national or even wider than national in scope, while 
ultimately leaving this question open.85 
(89) In some of its previous decisions, the Commission has also taken into consideration 
the appropriateness of a narrower segmentation at a local level, i.e., at the level of 
administrative regions or provinces.86 Such possible narrower segmentation has been 
considered also by the ICA.87 
(90) The market investigation results suggest ed that the geographic scope of the market 
for the distribution of insurance products in Italy could be national ; however, a 
smaller sub -set of competitors who responded to the market inv estigation do not 
exclude that the market might be narrower in scope, e.g., regional or, for certain 
risks types, even provincial. In this respect, one competitor declared that competition 
develops mainly  on the national level  and the main players are all active  throughout 
the national territory , thanks to capillary sales networks. Another competitor  
indicated that, while for insurance products distributed to group 
customers/ companies , competition operates  more on the regional or national level , 
for insuran ce products distributed to individual customers, competition operates 
more on the local level, for example at the level of provinces.88  
(91) In any event, the exact geographic market definition for the distribution of insurance 
products – both life and non -life – can be left open, as the Transaction does not raise 
any serious doubts as to its compatibility with the internal market under any 
plausible market definition.  
3.3.3.3.  Competitive assessment  
(92) The Parties’ combined market shares on a national level in the main ho rizontally 
affected markets and segments for the distribution of life and non -life insurance 
products are presented below , whereas their combined market shares on a narrower 
level, i.e., regional and provincial, are provided in Annex 1.89  
                                                 
85  M.8617 – Allianz/LV general insurance businesses ; M.7233 – Allianz/Going concern of Unipolsai 
Assicurazioni ; M.6053 – CVC/Apollo/Brit Insurance . 
86  M.7233 – Allianz/Going concern of Unipolsai A ssicurazioni ; M.5057 – Aviva/UBI Vita ; and M.2768 –
Generali/Banca Intesa/JV.  
87  ICA decision C11524 – Unipol Gruppo Finanziario/Unipol Assicurazioni -Premafin Fianziaria -Fonsiaria 
SAI-Milano Assicurazioni; ICA decision C11936 – Società Cattolica di Assicura zioni/Fata Assicurazioni 
Danni . See also ICA decision C9557 – Cattolica Previdenza in azienda/Ramo d’azienda Eurizon Vita  and 
ICA decision C8027 – Banca Intesa/San PaoloIMI  (the latter two cases with reference to the distribution 
of life insurance).  
88  Questionnaire 1 (Competitors), questions 29 and 40.  
89  Annex 1 includes the Parties’ market shares for 2017, 2018, and 2019, both at regional and provincial 
level, calculated on the basis of the data published by ANIA ( Associazione Nazionale fra le Imprese 
Assicuratrici ), the Italian Insurers Association, and the data published by IVASS ( Istituto per la Vigilanza 
 

 
 
23 (A) Distribution of non -life insurance products  
(A.i) Overall assessment  at national level and for provinces w here the Parties’  
combined market share is between 20% and 30%  
(97) Based on the Parties’ market share at national level, post -Transaction, the Parties’ 
combined market share would amo unt to [20-30]% in the market for non -life 
insurance products distribution. Competitors who responded to the market 
investigation indicated that there are several players who are competitive in the 
market and would be able to exert competitive pressure on the Parties, mentioning, 
among the others, Allianz, Unipol, Axa, and Reale Mutua Assicurazioni. One 
competitor argued that the market is particularly competitive with a significant 
number of suppliers, who would prevent the increase of the Parties’ market power.91  
(98) Moreover, the market investigation indicated that, generally, Generali and Cattolica 
compete closely but also that there are other players competing equally closely  with 
the Parties . A number of respondents to the market investigation noted that t he 
Parties cannot be considered as close competitors.92 
(99) The competitive assessment would not materially change for those provinces where 
the Parties’ combined market share is between 20% and 30%, which would be 58 
provinces, based on the market share data c ollected by IVASS, and 42 provinces, 
based on the market share data collected by ANIA.  
(100)  Almost all competitors indicated that, post -Transaction, a sufficient number of 
players would remain in the market for the distribution of non -life insurance 
products a nd they confirmed that their reply would not change considering a 
geographic level different from the national level.93 
(101)  The majority of competitors replied that the Transaction will have a neutral impact 
on the market for the distribution of non -life insura nce products and one competitor 
noted that this market in Italy is particularly mature.94 
(A.ii) Assessment for  provinces where the Parties’ combined market share is 
above 30%  
(102)  Based on the market shares collected by IVASS, there would be five provinces – 
Trieste,  Rome , Imperia, Ven ice, and Verona – where the Parties’ combined market 
share is above 30%. However, while in Rome , Imperia, Ven ice, and Verona, the 
Parties’ combined market share would be just above 30%, Trieste is the only 
                                                                                                                                                      
relatively high ([70 -80]%), the increment brought by Cattolica is extremely limited ([0 -5]%-point ). The 
Commission, additionally, analys ed the Parties’ position on the segment for outward distribution, both 
including and excluding distribution via brokers and there is no material change in the Parties’ position 
across these two potential sub -segments, as both Parties use brokers only to a limited extent. Similarly, the 
Commission alternatively considered the possibility for a regional geographic scope for the distribution of 
non-life and life insurance and concluded that, in light of the Parties’ market share at regional level, such a 
scope  would not significantly change from the assessment –detailed in the present decision – carried out at 
provincial level. Market shares at regional level are provided under Annex 1.   
91  Questionnaire 1 to Competitors, questions 42 -43. 
92  Questionnaire 1 to C ompetitors, question 47.  
93  Questionnaire 1 to Competitors, question 48.  
94  Questionnaire 1 to Competitors, question 49.  
 
 
24 province where the Parties’ com bined market share would reach [40-50]%. In the 
province of Trieste, while the combined market share would amount to [40-50]%, 
the increment brought by Cattolica is moderate , i.e. [0-5]%-point . 
(103)  Similarly, based on the market shares collected by ANIA, the  only province where 
the Parties’ market share would be above 30% is the province of Trieste . According 
to this alternative set of data,  the Parties’ combined market share would amount to 
[40-50]%, with a limited increment brought by Cattolica , of [0-5]%-point.  
(104)  Moreover, the Commission’s findings described above in relation to the  competitive 
landscape, closeness of competition, and impact of the Transaction equally apply to 
those provinces where the Parties’ combined market share is above 30% in the 
distrib ution of non -life insurance products.    
(B) Distribution of life insurance products  
(B.i) Overall assessment at national level and for provinces where the Parties’  
combined market share is between 20% and 30 % 
(105)  Based on the Parties’ market share at national level, pos t-Transaction, the Parties’ 
combined market share would amount to [20-30]% in the market for life insurance 
products distribution. Competitors who responded to the market investigation 
indicated that there are several players who are competitive in the mar ket and would 
be able to exert competitive pressure on the Parties, mentioning, among others, 
Allianz, Unipol, Axa, and Reale Mutua Assicurazioni.95  
(106)  Moreover, the market investigation indicated that, generally, Generali and Cattolica 
compete closely but al so that there are other players competing sufficiently closely 
with the Parties. One competitor specified that Generali and Cattolica do not 
compete particularly closely as they use also different distribution channels, in 
particular, Generali by using mor e agents and financial promoters and Cattolica by 
using more banks.96 
(107)  The competitive assessment would not materially change for those provinces where 
the Parties’ combined market share is between 20% and 30%, which would be 35 
provinces, based on the marke t share data collected by IVASS, and 14 provinces, 
based on the market share data collected by ANIA.  
(108)  All competitors also indicated that, post -Transaction, a sufficient number of players 
would remain in the market for the distribution of life insurance pr oducts and they 
confirmed that their reply would not change considering a geographic level different 
from the national level.97 
(109)  The majority of competitors replied that the Transaction will have a neutral impact 
on the market for the distribution of life in surance products and  one competitor 
                                                 
95  Questionnaire 1 to Competitors, questions 31 -32. 
96  Questionnaire 1 to Competitors, question 36.  
97  Questionnaire 1 to Competitors, question 37.  
 
 
25 noted that Cattolica will not add anything s ignificant  to Generali’s position in the 
market.98 
(B.ii) Assessment for  provinces where the Parties’ combined market share is 
above 30%  
(110)  Based on the market shares collected by IVASS, there would be four provinces – 
Trieste, Lodi, Sondrio, and Trapani – where the Parties’ combined market is above 
30%. However, while in Lodi and Sondrio, the Parties’ combined market share 
would remain between [30-40]%, in Trieste and Trapani, the Parties ’ combined 
market share would be above 40%. More specifically, in Trieste, the Parties’ 
combined market share would amount to [80-90]%, although with a negligible 
increment brought by Cattolica of below [0-5]%-point  and, in Trapani, the Parties’ 
combined m arket share would amount to [40-50]%, with a negligible increment 
brought by Cattolica of [0-5]%-point . 
(111)  Similarly, based on the market shares collected by ANIA, the only three provinces 
where the Parties’ market share would be above 30% are the provinces o f Trieste, 
Sondrio, and Trapani. According to this alternative set of data, the Parties’ combined 
market share would amount to [70-80]%, [30-40]%, and [30-40]%, respectively, in 
the three provinces. In all three of these provinces, the increment brought by  
Cattolica is well below [0-5]%-point .  
(112)  Moreover, the Commission’s findings described above in relation to the competitive 
landscape, closeness of competition, and impact of the Transaction would apply to 
those provinces where the Parties’ combined market share is above 30% in the 
distribution of life insurance products.  More specifically, the majority of competitors 
indicated that there are several players who are particularly competitive in the 
market and would be able to exert competitive pressure on the  Parties, mentioning, 
among the others, Allianz, Unipol, Axa, and Reale Mutua Assicurazioni.99 
Moreover, the market investigation indicated that, generally, Generali and Cattolica 
compete closely but also that there are other players competing sufficiently closely 
with the Parties.100 All competitors also indicated that, post -Transaction, a sufficient 
number of players would remain in the market for the distribution of life insurance 
products, also considering the market dynamics on a different geographic leve l than 
national.101 The majority of competitors replied that the Transaction will have a 
neutral impact on the market for the distribution of life insurance products.102 
3.3.3.4.  Conclusion  
(113)  In light of the above, the Commission concludes that the Transaction does not give 
rise to serious doubts as to its compatibility with the internal market as regards the 
various possible relevant markets and segments for the distribution of insurance 
products.  
                                                 
98  Questionnaire 1 to Competitors, question 38.  
99  Questionnaire 1 to Competitors, questions 31 -32. 
100  Questionnaire 1 to Competitors, question 36.  
101  Questionnaire 1 to Competitors, question 37.  
102  Questionnaire 1 to Competitors, question 38.  
 
 
26 3.3.4.  Assistance services  
(114)  Assistance services are defined as services organisi ng assistance or support for 
customers, e.g. in the form of sending a car recovery vehicle or organising 
repatriation of a policyholder . 
3.3.4.1.  Product market definition  
Notifying Party’s view  
(115)  The Notifying Party considers  the provision of assistance services as  an overall 
market and acknowledges , regarding the possibility for assistance services provided 
in the form of an insurance , on the one hand , and provided in the form of a service , 
on the other hand , to belong to the same market , that there are certain simi larities103 
but also some  differences104 between the two.   
(116)  The Notifying  Party  further  submits  that, for the purpose of the present case, the 
exact product market for the provision of assistance services can be left open as the 
Transaction does not raise serio us doubts as to its compatibility with the internal 
market under any plausible market definition identified.  
Commission’s assessment  
(117)  In its past decisional practice, the Commission defined assistance services as 
organising assistance  or support for custome rs. In such market, the assistance 
provider organises the assistance to the policyholder, while the insurer covers the 
costs of such unexpected events. These assistance services can be provided 
contractually to both individuals and corporate customers.105 
(118)  Within this market, the Commission considered a number of potential sub -segments, 
according to (i) the type of assistance provided (e.g. (i) travel assistance, (ii) road 
assistance, (iii) home assistance, and (iv) health assistance), (ii) the type of custome r 
(consumers purchasing contracts on an individual basis, as opposed to corporate 
customers), as well as (iii) the marketing arrangements for the assistance service s 
(fee-based as opposed to insurance -based). Each type of sub -segment may be 
considered cumu latively.106  
(119)  In relation to road assistance specifically, the Commission considered a potential 
distinction between (i) direct sales of assistance services to individuals by operators 
that have their own fleet or which use an independent network of affiliat ed but 
                                                 
103  In this respect, the Notifying Party notes that from the demand -side perspective, e.g., from the perspective 
of a car rental agency, assistance provided as part of an  insurance product  may to some extent be 
interchangeable with assistance provided as a  service.  
104  The Notifying Party highlights notably the fact that assistance provided as part of an  insurance product  is 
often sold and purchased as part of a bundle with other insurance products, e.g. in the  case of roadside 
assistance insurance, motor v ehicle liability and “Casco ” insurance (insurance which covers damages to 
the insurance holder’s own vehicle ) and/or  legal warranty extensions. Conversely, assistance provided as a 
service  is typically sold on a stand -alone  basis.  
105  M.9974 – Groupe Credit  Agricole/Groupe Generali/Europ Assistance France/Viavita ; M.9531 – 
Assicurazioni Generali/Seguradoras Unidas/AdvanceCare . 
106  M.9974 – Groupe Credit Agricole/Groupe Generali/Europ Assistance France/Viavita ; M.9531 – 
Assicurazioni Generali/Seguradoras Unida s/AdvanceCare ; M.8905 – Axa Group/Roland ; M.4701 – 
Generali/PPF Insurance Business ; M.3772 – Avica/RAC  and M.3517 – CVC/Permira/AA . 
 
 
27 independently owned an d operated assistance vehicles , and (ii) indirect sales through 
intermediaries, (e.g. car manufacturers, fleet operations, affinity schemes, financial 
intermediaries, etc.) which purchase in bulk from a supplier with a fleet or  network 
and sell it on to end -user customers.107 
(120)  In the present case, the market investigation did not provide any elements which 
would justify departing from the Commission’s previous practice.  
(121)  In any event, the precise definition of the product market fo r the provision of 
assistance services can be left open, as the Transaction does not raise any serious 
doubts as to its compatibility with the internal market concerning an overall market, 
or any other plausible segment previously envisaged by the Commissi on. 
3.3.4.2.  Geographic market definition  
Notifying Party’s view  
(122)  With respect to the geographic scope of the market of the provision of assistance 
services, the Notifying Party does not challenge the Commission’s prior practice and 
considers the market to be national in scope.  
Commission’s assessment  
(123)  In its previous decisional practice, the Commission has consistently considered the 
market for the provision of assistance services and its potential sub -segments to be 
national in scope.108 
(124)  The results of the market in vestigation conducted in this case did not provide any 
elements which would justify departing from the Commission’s previous findings.  
3.3.4.3.  Competitive assessment  
(125)  As a preliminary point, the Commission notes that , while Generali is directly active 
on the market  for the provision of assistance services in Italy, this is not part of 
Cattolica’s core activities, which is […] active in this sector through IMA Italia 
Group. Cattolica and IMA France jointly control IMA Italia Group, which is a 
company active in the pr ovision of non -life insurance, non -life reinsurance as well as 
assistance services in Italy.109 
(126)  The Commission also further notes that, within the provision of assistance services, 
fee-based road assistance services110 account for the vast majority of the Part ies’ 
activities, i.e. […] for Generali and […] for Cattolica .  
                                                 
107  M.3772 – Avica/RAC  and M.3517 – CVC/Permira/AA.  
108  M.9974 – Groupe Credit Agricole/Groupe Generali/Europ Assistance Franc e/Viavita ; M.9531 – 
Assicurazioni Generali/Seguradoras Unidas/AdvanceCare ; M.8905 – Axa Group/Roland .  
109  The Commission cleared the joint acquisition of IMA Italia Group by Cattolica and IMA France on 5 
February 2019 (case M.9241 – Cattolica/IMA France/IM A Italia Group ). IMA Italia  Group  is therefore 
considered as part of the Cattolica group for the purpose of the competitive assessment.  
110  As all assistance services provided by the Parties to third -party insurance companies or other type s of 
corporate cus tomers (such as OEMs and car rental companies) ar e provided on a fee -based basis, the data 
provided by the Parties with respect to the provision of assistance services only relate to  fee-based 
 
 
 
28 Notifying Party’s view  
(127)  The Notifying Party first argues  that the Transaction does not give rise to a direct 
horizontal overlap of the Parties in the assistance services market since Cattolica i s 
not directly present in this market.  
(128)  Furthermore, the Notifying Party submits that , in any event, the Transaction will not 
give rise to any horizontal competition concerns considering the number of 
alternative players active in the provision of assistan ce services, and the fact that the 
Parties’ position on the overall market or any other potential sub -segments is not 
significant.  
Commission’s assessment  
(129)  On the segment for the provision of fee -based road assistance services in Italy,  the 
Parties’ combine d market share would amount to about [40-50]%, with the 
increment brought by Cattolica being approximately [5-10]%-point .111  
(130)  The Commission , however , notes that the Parties’ market shares are likely to be 
over-estimated,  as the Parties were only able to pro vide market share  data for a 
segment  which is not representative of the competition occurring between  segments, 
and does not  include a number of small er assistance operators  provid ing these 
services to individual or smaller corporate customers and exert ing a competitive 
pressure on the Parties.  The Notifying Party also put s forward that the Parties would 
continue to face, post -Transaction, competition from a  number of players  such as 
ACI, AXA, AWP, and Allianz ( AGA ). 
(131)  The results of the market investigation confirmed in this respect the  high number of 
strong competitors with respect to the provision of road assistance and assistance 
services in general, such as  AXA, Filo Diretto, ACI, MAPFRE, Unipol, Blue 
Assistance (Reale Mutua Assicurazioni), and Allianz (A GA).112  
(132)  Both competitors and customers largely indicated  that these players would be in a 
position to  exert significant competitive pressure on the merged entity post -
                                                                                                                                                      
assistance services . The insurance -based assistance services provided directly  by the Parties  to final 
customers (i.e., not corporate customers) were accounted for in the context of the provision of insurance 
covering assistance risks (in particular in Class Risk 18 – Assistance). In this case, a premium is obtained 
from the final client as the consideration for the i nsurance of an assistance risk.  
111  With respect to the alternative potential segmentations considered in the Commission’s previous practice, 
according to the type of customer,  marketing arrangements  or dir ect and indirect sales, the Notifying Party 
indicates that individual customers represent l ess than […] of its overall fee turnover for the provision of 
assistance services, and that only about […] of its assistance services are achieved through direct sal es. 
The Notifying Party further pointed out that in absence of publicly available data relating to the size of 
each sub -segment, it was not in a position to provide mo re granular information with respect to the 
Parties’ market share in narrower plausible s egments, but put forward that the Parties’ combined position 
was not likely to change significantly when considering narrower sub -segments.  
112  Questionnaire 1 to Competitors, question 52; Questionnaire 3 to Customers for assistance services , 
question 5.  
 
 
29 Transaction ,113 and that a sufficient number of players would remain on the 
market.114  
(133)  Accord ingly, a majority of competitors  and customers  indicated that they did not 
expect the Transaction to have any significant impact on the market.115 
3.3.4.4.  Conclusion  
(134)  In  light of   the  elements   set  out  above,   the  Commission   considers   that  the 
Transaction doe s not raise serious doubts as to its compatibility with the internal 
market on the market for the provision of assistance in Italy, nor on any other 
plausible narrower segments or sub -segments identified.  
3.3.5.  Health insurance management services  
(135)  Health insuran ce management services encompass administrative and management 
services (such as, claims management, negotiations with health provider network s, 
contracts maintenance and management, payment management and complaints 
handling) to insurance companies as wel l as managing access to a designated health 
network for health insurance policyholders and corporate entities. These services can 
be provided by insurers in -house or be outsourced to a third party.  
3.3.5.1.  Product market definition  
Notifying Party’s view  
(136)  The Not ifying Party does not challenge the Commission’s conclusions in its past 
decisional practice and submits that, for the purpose of the present case, the exact 
product market definition for the provision of health insurance management services 
can be left op en, as the Transaction does not raise serious doubts as to its 
compatibility with the internal market under any plausible market definition 
identified.  
Commission’s assessment  
(137)  In its previous decisional practice, the Commission has identified a separate m arket 
for the provision of health insurance management services, and left the question 
open as to whether health insurance management services should include those 
services provided in -house or not.116 
(138)  The Commission has not identified any specific elements,  which would justify a 
change in its previous decisional practice. In any event, the exact product market 
definition for the provision of health insurance management services can be left 
open, as the Transaction does not raise any serious doubts as to its compatibility with 
the internal market under any plausible market definition.  
                                                 
113  Questionnaire 1 to Competitors, question 55; Questionnaire 3 to Customers for assistance services , 
question 8.  
114  Questionnaire 1 to Competitors, question 56; Questionnaire 3 to Customers for assistance services , 
question 9.  
115  Questionnaire 1 to Compe titors, question 58; Questionnaire 3 to Customers for assistance services , 
question 10.  
116  M.9531 – Assicurazioni Generali/Seguradoras Unidas/AdvanceCare.  
 
 
30 3.3.5.2.  Geographic market definition  
Notifying Party’s view  
(139)  The Notifying Party does not challenge the Commission’s conclusions in its past 
decisional practice  and considers the market  to be national in scope .  
Commission’s assessment  
(140)  In its previous practice, the Commission has argued that the market is national  in 
scope, given that health insurance management services are an input for the 
provision of health insurance products, which  in turn constitutes a national 
market.117 
(141)  The Commission has not identified any specific elements which would justify a 
change in its previous decisional practice.  
3.3.5.3.  Competitive assessment  
(142)  The Parties’ combined market share in the Italian market for the pro vision of health 
insurance management services, including captive sales, is [20-30]%, with an 
increment brought by Cattolica of [0-5]%-point . Should the product scope of the 
market be considered as excluding captive sales, the Parties’ combined market shar e 
would amount to [10-20]%, with an increment brought by Generali of [0-5]%-point ; 
this market, therefore, would no t even be affected.  
Notifying Party’s view  
(143)  The Notifying Party argues that, even considering the scope of the market including 
captive sales , the Parties’ combined market share would remain below 30% and just 
slightly above [20-30]%. Additionally, the Notifying Party observes that a number of 
competitors are active in the provision of health insurance management services  in 
Italy, such as Prev imedical, Unisalute, Poste Welfare e Servizi and Blue Assistance.  
Commission’s assessment   
(144)  The Transaction only gives rise to an affected market with respect to the  market for 
the p rovision of health insurance management services if captive sales are incl uded  
in the market, in line with the product market definition previously envisaged by the 
Commission. Even so, the Parties’ combined market share would remain rather 
moderate and amount to approximately [20-30%] , with a limited increment brought 
by Cattol ica of about [0-5]%-point .  
(145)  Furthermore, it results from the market investigation that p ost-Transaction, the 
merged entity will continue to face competition from various market players, such as 
Previmedical (with approximately [20-30]% market share), Unisa lute (with 
approximately [20-30]% market share), Poste Welfare e Servizi (with approximately 
[10-20]% market share), and Blue Assistance (with approximately [10-20]% market 
share). The majority of competitors who responded to the market investigation have 
                                                 
117  M.9531 – Assicurazioni Generali/Seguradoras Unidas/Advancecare . 
 
 
31 consistently mentioned these players as strong providers of health management 
insurance services in Italy.118 
(146)  The large majority of competitors indicated that, post -Transaction, there will be a 
sufficient number of players remaining in the market and the maj ority of them 
replied that the impact of the Transaction on the market for health insurance 
management services in Italy will be neutral.119 
3.3.5.4.  Conclusion  
(147)  In light of the above, the Commission concludes that the Transaction does not give 
rise to serious doubts  as to its compatibility with the internal market as regards the 
market for the provision of health insurance management services.  
3.4. Assessment of v ertical effects  
(148)  The Transaction gives rise to a number of vertical ly affected markets, between the 
markets for  the provision  of non-life and life insurance products  (and other 
plausible narrower segments) and the following markets:  
i) the downstream market for the distribution of  non-life insurance , on which 
both Generali and Cattolica are active;   
ii) the downstream mar ket for the distribution of life insurance , on which both 
Generali and Cattolica are active;  
iii) the upstream market for the provision of assistance services , on which 
Generali is directly active and Cattolica is active through IMA Italia Group;  
iv) the upstream m arket for the provision of  health insurance management 
services , on which Generali is active and Cattolica is active through IMA 
Italia Group; and  
v) the upstream market for the provision of asset management services , on 
which Generali is active providing it s services to third parties;  
vi) the upstream market for the provision of  real estate services , on which both 
Generali and Cattolica are active;120 and  
vii) the upstream market for the provision of digital services on which Generali 
is active . 
(149)  To the extent that on e of the above -mentioned relevant market s has not been defined 
in section 3.3 above, the market definition will be included prior to the competitive 
assessment of vertical effects .  
                                                 
118  Questionnaire 1 to Competitor s, question 60.  
119  Questionnaire 1 to Competitors, questions 63 -64. 
120  As mentioned above , the Commission notes that while the Parties’ activities overlap in the provision of  
real estate services , the combined market shares of the Parties do not exceed 20%  under any plausible 
product or geographic market or sub -segment considered, so that these markets are not affected.  
 
 
32 3.4.1.  Provision and distribution  of non -life insurance products  
3.4.1.1.  Competitive ass essment  
(150)  The Parties’ combined  market share would be above 30% , upstream,  on a number of 
segments for the provision of non -life insurance products, i.e., railway rolling stock, 
aircraft, ships, and aircraft liability , should these segments be considered nat ional in 
scope . Moreover, should the geographic scope of the market for the distribution of 
non-life insurance be considered narrower than national, the merged entity’s market 
share would be above 30%, downstream, in the provinces of Trieste, Rome, Imperia , 
Venice, and Verona  (based on IVASS), and in the province of Trieste (based on 
ANIA).121 This would create a n affected  vertical relationship between the various 
segments for the provision of non -life insurance products and the market for the 
distribution of  life insurance products.  
Notifying Party’s view  
(151)  The Notifying Party submits that neither  Generali nor Cattolica sell or distribute 
insurance products other than their own. Moreover, t he Notifying Party observes 
that, in light of the merged entity’s modera te positioning in the potential vertical 
markets, the Transaction is not likely to create any vertical effects.  
Commission’s assessment  
(152)  The Commission considers that, even if the vertical relationship between the 
provision and the distribution of non -life insurance in Italy gives rise to  affected 
market s, it is unlikely that the Transaction will have any impact on competition in 
those market s, for the reasons set out below.    
(153)  Regarding input foreclosure , the Commission observes that the Parties do not 
distribute the ir insurance products through  third parties.  Already pre -Transaction, the 
Parties do not  offer their products to competitors for distribution. Moreover, as 
already mentioned above, the Commission considered in its past practice more 
appropriate to  define the relevant geographic scope for risk classes falling under 
MAT insurance to be wider than national, therefore, their distribution, similarly, 
occurs on a wider than national level. In addition, should a national scope of the 
market be considered,  given the absence of a significant change in the degree of 
market power in the upstream market for the provision of non -life insurance in 
relation to aircraft (37.4% combined market share, with an increment brought by 
Cattolica of 0.81% -point ), ships (30. 44% combined market share, with an increment 
brought by Cattolica of 7.11% -point ), and aircraft liability (48.29% combined 
market share, with an increment brought by Cattolica of 0.47% -point ), input 
foreclosure of other downstream distributors of such insu rance products, as a result 
of the Transaction, does not appear likely , due to lack of ability . Even for railway 
rolling stock, where the Parties’ combined market share would be of 74.6%, with an 
increment brought by Cattolica of 15.28% -point , input forecl osure appears unlikely, 
since, as described above, the Parties only offer their own products for distribution 
                                                 
121  As previously mentioned, the Parties provided, at a level narrower than national, two sets of market share 
data, calculated on the basi s of the data published by ANIA (Associazione Nazionale fra le Imprese 
Assicuratrici), the Italian Insurers Association, and the data published by IVASS (Istituto per la Vigilanza 
sulle Assicurazioni), the Insurance Supervisory Authority.  
 
 
33 and, currently, the biggest share of their premiums comes from a limited number of 
customers, generally sourced for 100% of their needs by one of the Parties.  
(154)  As regards customer foreclosure , considering that the Parties’ combined market 
share on the possible national downstream market for the distribution of non-life 
insurance product is [20-30]% and considering the largely internal distribution 
method of such insurance products, customer foreclosure effects on the upstream 
providers of non -life insurance products is equally unlikely. The assessment would 
not materially change considering the provinces of Trieste, Rome, Imperia, Venice, 
and Verona , where, either the Parties’ distribution market share is just above 30% or 
the increment brought by Cattolica is negligible, therefore, the market dynamics 
would not change post -Transaction.   
(155)  Lastly, the Commission notes that the results of the market inve stigation did not 
evidence any competition issues with respect to the vertical relationships between 
the provision (upstream) and distribution (downstream) of non -life insurance 
products arising from the Transaction.  
3.4.1.2.  Conclusion  
(156)  In view of the elements se t out above , the Commission considers  that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market as regards potential  vertical non-coordinated effects on the market for the 
provision of non-life insurance products, upstream,  and the distribution of non -life 
insurance products , downstream .  
3.4.2.  Provision and distribution of life insurance products  
3.4.2.1.  Competitive assessment  
(157)  The Transaction would create vertical links between the provision and distribution of 
life insurance p roducts . In particular, the merged entity’s market share would be 
above 30% , upstream,  on a number of segments for the provision of life insurance 
products, i.e., sickness and retirement funds. Moreover,  should the geographic scope 
of the market for the di stribution of life insurance be considered narrower than 
national, the merged entity’s market share would be above 30%, downstream, in the 
provinces of Trieste, Lodi, Sondrio, and Trapani (based on IVASS), and in the 
province of Trieste (based on ANIA). Th is would create a vertical relationship 
between the two segments of sickness and retirement funds, and the market for the 
distribution of life insurance products.  
Notifying Party’s view  
(158)  The Notifying Party submits that neither Generali nor Cattolica sell/ distribute 
insurance products other than their own. Moreover, t he Notifying Party observes 
that, in light of the merged entity’s moderate positioning in the potential vertical 
markets, the Transaction is not likely to create any vertical effects.  
Commissio n’s assessment  
(159)  The Commission considers that, even if the vertical relationship between the 
provision and the distribution of life insurance in Italy gives rise to  affected market s, 
 
 
34 it is unlikely that the Transaction will have any impact on competition in  those 
market s for the reasons set out below.    
(160)  Regarding input foreclosure , the Commission observes that the Parties do not 
distribute their insurance products through third parties. Already pre -Transaction, the 
Parties do not offer their products to comp etitors for distribution. In addition, given 
the absence of a significant change in the degree of market power in the upstream 
market for the provision of life insurance in relation to sickness (59.41% combined 
market share, with an increment brought by Ca ttolica of 0.71% -point ) and retirement 
funds (47.17% combined market share, with an increment brought by Cattolica of 
1.04% -point ), input foreclosure of other downstream distributors of such insurance 
products, as a result of the Transaction, does not appe ar likely , due to lack of ability . 
(161)  As regards customer foreclosure , considering that the Parties’ combined market 
share on the possible national downstream market for the distribution of life 
insurance product is [20-30]% and considering the largely intern al distribution 
method of such insurance products, customer foreclosure effects on the upstream 
providers of life insurance products is equally unlikely. The assessment would not 
materially change considering the provinces of Trieste, Lodi, Sondrio, and Tr apani, 
where, either the Parties’ market share is just above 30% or the increment brought 
by Cattolica is negligible, therefore, the market dynamics would not change post -
Transaction.    
(162)  Lastly, the Commission notes that competitors and customers did not ev idence any 
competition issues with respect to the vertical relationships between the provision  
(upstream)  and distribution (downstream) of life insurance products arising from the 
Transaction.  
3.4.2.2.  Conclusion  
(163)  In view of the elements set out above , the Commissi on concludes that the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market as regards the potential vertical non-coordinated effects on the markets for 
the provision of life insurance products, upstream,  and the distribution of life 
insurance products , downstream . 
3.4.3.  Assistance services  and provision of insurance  products  
3.4.3.1.  Competitive assessment  
(164)  The Transaction leads to a vertically affected link with respect to the provision of 
assistance services in Italy (upstream), wher e both Parties are active and would have 
a combined market share of [40-50]%, with the increment brought by Cattolica 
being approximately [5-10]%-point122 and all segment s and sub -segments of the 
insurance provision market in Italy (downstream).  
                                                 
122  For completen ess, t he Notifying Party confirmed that its market share is not likely to significantly differ if 
some further narrower potential segments of the market for asset management services were to be 
considered.  
 
 
35 Notifying Pa rty’s view  
(165)  The Notifying Party argues that the provision of a ssistance services is an input for 
the provision of insurance, primarily for some specific types of insurance only, 
namely the provision of non -life insurance relati ng to Sickness (Risk class 2),  Land 
vehicles (Risk class 3), Goods in transit (Risk class 7), Motor vehicles liability (Risk 
class 10), Miscellaneous financial loss (Risk class 16), and Assistance (Risk class 
18). The Notifying Party argues that the Parties’ shares are small and that C attolica 
currently sources a limited amounts of assistance services from IMA Italia Group, so 
that any vertical effects can be excluded on the market.  
Commission’s assessment  
(166)  The Commission considers that the Notifying Parties will have neither the ability  nor 
the incentive post -Transaction to engage in either input foreclosure or customer 
foreclosure.  
(167)  As mentioned in section 3.3.4.3. above, the Parties are primarily active in the 
provision of road assistance services. As a result, the assistance services p rovided by 
the Parties do not constitute an input for the provision of all types of insurance, but 
rather focus on a number of specific types of insurance. The Notifying Party 
identified in this respect six different types of non -life insurance, relating t o the 
following risks: Sickness (Risk class 2), Land vehicles (Risk class 3), Goods in 
transit (Risk class 7), Motor vehicles liability (Risk class 10), Miscellaneous 
financial loss (Risk class 16), and Assistance (Risk class 18). On each of these 
segments , the Parties’ combined market share does not exceed 30%.  
(168)  Therefore, considering the Parties’ position on these above -mentioned segments of 
non-life insurance, it appears unlikely that the Parties would have the ability to 
engage into customer foreclosure  behaviours , in line with the Non -Horizontal 
Merger Guidelines.123 
(169)  With respect to input foreclosure , and the Parties’ ability to re strain the access to the 
provision of assistance services as an input for insurance contracts, the Commission 
notes that the Pa rties would have a combined market share of [40-50]% on the 
upstream market for the provision of assistance services. In this respect, the results 
of the market investigation underlined that the merged entity would continue to face 
the competition of a num ber of strong providers, such as Axa, Filo Diretto, ACI, 
Blue Assistance, Unipol (Pronto Assistance), Allianz (AGA) , able to exert a 
significant competitive constraint on the merged entity.124 Similarly, the market 
investigation indicated that the vast major ity of competitors and customer s 
considered that the number of competitors upstream – which account for 
                                                 
123  Pursuant to para graph 61 of the Non -horizontal  Merger G uidelines,  for customer foreclo sure to be a 
concern, it must be the case that the vertical merger involves a company which is an  important customer 
with a significant degree of market power in the downstream market. If, on  the contrary, there is a  
sufficiently large customer base, at present or in the future, that is likely to turn  to independent suppliers, 
the Commission is unlikely to raise competition concerns on that  ground . 
124  Questionnaire 1 to Competitors, question s 52-54; Questionnaire 3 to Customers for assistance services , 
question s 5-7.  
 
 
36 approximately [60-70]% of the supply base – is sufficient.125 Accordingly, the vast 
majority of competitors indicated that they did not anticipate any inp ut foreclosure 
risks.126  
(170)  As to the merged entity’s ability to foreclose competitors from accessing assistance 
services, the Commission notes that, pre -Transaction, both Parties were already 
active on the upstream market for the provision of assistance servi ces, and that they 
have not set up such an input foreclosure s trategy. As such, it appears unlikely that a 
market share increment of approximately [5-10]%-point  would create an ability  to 
put into place such a strategy. In addition, considering  that Cattol ica is […] active in 
the provision of assistance services through IMA Italia Group, which it jointly 
controls with IMA France, the set-up of an input foreclosure strategy would be 
rendered more difficult by the common governance of the company.  
(171)  Lastly, the  results of the market investigation did not evidence any competition 
issues with respect to the vertical relationships between  the provision of assistance 
services in Italy (upstream) and the provision of non -life and life insurance products 
(downstream),  resulting from the Transaction.  
3.4.3.2.  Conclusion  
(172)  It results from the above that the Transaction does not  raise serious doubts as to its 
compatibility with the internal  market  as regards potential  vertical  non-coordinated 
effects on the market  for assistance se rvices , upstream, and the provision of 
insurance, downstream.  
3.4.4.  Health management services and pro vision  of insurance  products  
3.4.4.1.  Competitive assessment  
(173)  The Transaction would create vertical links between the provision of health 
management services and the pro vision of insurance products relating to health 
insurance, i.e., accidents and sickness . While the merged entity’s market share 
would be below 30% in the upstream market for health management services, it 
would be above 30% in the downstream market for the provision of life insurance 
related to sickness. This would create a vertical relationship between the market for 
the provision of health insurance management services and the market for the 
provision of insurance products.  
Notifying Party’s view  
(174)  The Noti fying Party submits that the Transaction does not alter the upstream market 
position of the merged entity significantly, since Cattolica has a negligible presence 
in the market for health insurance management services . Additionally, the Notifying 
Party sug gests that there are several alternatives to the merged entity for the 
provision of health insurance management services.  
                                                 
125  Questionnaire 1 to Competitors, question s 56; Questionnaire 3 to Customers for assistance services , 
question  9.  
126  Questionnaire 1 to Competitors, question s 57. 
 
 
37 (175)  According to the Notifying Party, similar considerations would apply to the risk of 
customer foreclosure. Generali sources health man agement services from companies 
that are part of the group, so it does not represent a buyer for third parties. For 
customer foreclosure to occur, Cattolica would have to be an important customer 
with a significant degree of market power in the downstream market, however, in the 
downstream market for the provision of insurance products in relation to sickness, 
Cattolica holds a market share of 0.71%.  
Commission’s assessment  
(176)  The Commission considers that, even if the vertical relationship between the 
provis ion of health management services and insurance products in Italy gives rise to  
affected market s, it is highly unlikely that the Transaction will have any impact on 
competition in th ose market s for the reasons set out below.    
(177)  Regarding input foreclosure , the Commission observes that t he Transaction will not 
lead to any significant change in the degree of market power in the upstream market 
for the provision of health insurance products ( [20-30]% combined market share, 
with an increment brought by Cattolica  of [0-5]%-point ), therefore, input foreclosure 
of other downstream providers of insurance product s, as a result of the Transaction, 
does not appear likely , due to lack of ability . 
(178)  As regards customer foreclosure , Generali sources these services internally  and, 
therefore, does not represent a customer for alternative providers of health insurance 
management services active in the market upstream. Hence, only Cattolica’s 
sourcing volumes would be relevant for the purposes of assessing whether a 
customer fore closure strategy could be likely. Cattolica is, however, a very small 
player on the only relevant risk segment downstream for the sourcing of health 
management services, i.e., sickness, where Cattolica has a market share of 0.71%. 
Customer foreclosure effe cts on the upstream providers of health management 
services are, therefore,  equally unlikely.  
(179)  Lastly, the Commission notes that respondents to the market investigation did not 
evidence any competition issues with respect to the vertical relationships betw een 
the provision of health management services (upstream) and the provision of 
insurance products (downstream) arising from the Transaction.  
3.4.4.2.  Conclusion  
(180)  In view of the foregoing, the Commission concludes that the Transaction does not 
raise serious doubts as to its compatibility with the internal market as regards 
potential vertical non-coordinated effects on the market for  the provision of health 
management services , upstream,  and the provision of insurance products  
downstream . 
3.4.5.  Asset management and provisi on of insurance products  
(181)  Asset management encompasses the provision and potential implementation of 
investment advice.  
 
 
38 3.4.5.1.  Market definition for asset management services  
(A) Product market definition  
Notifying Party’s view  
(182)  The Notifying Party does not challenge t he Commission’s decisional practice 
relating to the provision of asset management services and underlines that the exact 
definition of the product market can be left open, as the Transaction is not likely to 
give rise to any competition concerns in relatio n to vertical links with respect to 
asset management services.  
Commission’s assessment  
(183)  In its decisional practice, the  Commission considered a relevant product market for 
asset management overall, including  the creation and management of mutual funds 
which are then marketed on an “off -the-shelf” basis (including to retail customers), 
the provision of portfolio management services to institutional investors (pension 
funds, institutions and international organisations), and the provision of custody 
services related to asset management.127  
(184)  The Commission also envisaged the possibility of there being narrower relevant 
product markets for asset management that  would include the creation and 
management of mutual funds for retail clients and tailor -made funds for c orporate 
and institutional customers, and portfolio management for private investors, pension 
funds and institutions.128 The Commission further considered the possible existence 
of separate relevant product markets for each of the types of products mentioned  
above.129 
(185)  Within the market of asset management for retail customers, the Commission 
considered several sub -segmentations:130 (i) between open and closed retail funds;131 
(ii) between mutual funds sold within a life insurance envelope and mutual funds 
sold on a  standalone basis; (iii) between money market funds and other short term 
saving agreements, and within money market funds between (a) those sold to 
corporate investors and (b) those sold to retail investors and (iv) a possible 
distinction of the so -called Fonds Communs de Placement d'Entreprise  (“FCPE”) 
from open retail mutual funds.132  
(186)  Within the segment of asset management for institutional clients, the Commission 
considered the possibility of further sub -segmenting the institutional asset 
                                                 
127  M.8837 – Blackstone/Thomson Reuters F&R Business , M.8359 – Amundi/Credit Agricole/Pioneer 
investments , M.8257 – NN Group/Delta Lloyd , M.6812 – SFPI/Dexia.  
128  Ibid. 
129  Ibid, M.3894 – Unicredito/HVB .  
130  M.5728  – Crédit Agricole/Société Générale Asset Management .  
131  M.8359 – Amundi/Credit Agr icole/Pioneer investments  and M.5728  – Crédit Agricole/Société Générale 
Asset Management . 
132  M.5728  – Crédit Agricole/Société Générale Asset Management . 
 
 
39 management based  upon a distinction between active asset management and passive 
asset management.133 
(187)  The results of the market investigation in this case did not provide any elements 
which would justify departing from the Commission ’s previous decisional practice.  
(188)  In any ev ent, the precise definition of the product market for asset management can 
be left open, as the Transaction does not raise serious doubts as to its compatibility 
with the internal market concerning the asset management market, or any other 
plausible segmen t previously envisaged by the Commission.  
(B) Geographic  market definition  
Notifying Party’s view  
(189)  The Notifying Party puts forward that the appropriate geographic scope for the 
provision of asset management services  is global or at least EEA -wide in scope, 
while indicating that this question  can ultimately  be left open.  
Commission’s assessment  
(190)  The relevant geographic market for asset management, or any narrower segment, has 
previously been considered to be either national or EEA -wide by the Commission .134 
The re sults of the market investigation did not highlight any elements  contradict ing 
the Commission’s previous findings.  
(191)  In any event, the precise geographic market definition regarding asset management 
can be left open, as the Transaction does not raise any do ubts as to its compatibility 
with the internal market, irrespective of the exact geographic market definition.  
3.4.5.2.  Competitive assessment  of vertical effects  
(192)  The Transaction gives rise to a number of  affected vertical relationship s with respect 
to asset manag ement (upstream), where Generali is currently active, and would have 
a market share of [5-10]% in Italy,135 and all segment and sub -segments of the 
insurance provision market in Italy (downstream) where the combined market share 
of the Parties is above 30%.  
Notifying Party’s view  
(193)  The Notifying Party submits that the Transaction is not likely to create any vertical 
effects in light of Generali’s limited market share  on the upstream market.  
                                                 
133  M.8359 – Amundi/Credit Agricole/Pioneer investments , M.5728  – Crédit Agricole/Société Générale Asset  
Management , and  M.5580 – BlackRock/Barclays GIH . 
134  M.8837 – Blackstone/Thomson Reuters F&R Business ; M.8257 – NN Group/Delta Lloyd ; M.6812 – 
SFPI/Dexia ; M.4844 – Fortis/ABN Amro Assets . 
135  For completeness, t he Notifying Party confirmed that its market s hare is not likely to significantly differ if 
some further narrower potential segments of the market for asset management services were to be 
considered.  
 
 
40 Commission’s assessment  
(194)  The Commission considers that the Notifying Pa rties will have neither the ability nor 
the incentive post -Transaction to engage in either input foreclosure or customer 
foreclosure.  
(195)  First, regarding input foreclosure , in light of Generali’s limited market  share, below 
10%, on the overall market for the provision of asset management services in Italy, 
the Commission  consider s it unlikely that the Parties will engage in any input 
foreclosure behaviour , for lack of ability , in line with the Non -Horizontal Merger 
Guidelines .  
(196)  As to customer foreclosure , the Commission notes that the  vertically affected links 
derive from the Parties’ combined market share on a number of plausible segments 
and narrower sub -segments of the provision of non -life and life insurance 
downstream.  
(197)  In terms of vertical relationship , ne vertheless,  all insurance provision segments 
typically require asset management services in similar proportions, so that the 
overall market for insurance provision may constitute a more relevant scope to 
assess the ability and incentive of the Parties to f oreclose customers.  
(198)  In this respect, the Commission notes that the Parties’ combined market share with 
respect to the provision of (i) life and (ii) non -life insurance overall are very 
moderate  and in any event below 30% , i.e. not exceeding 20% in the prov ision of 
life insurance and just above 20% in the provision of non -life insurance . 
(199)  Furthermore,  Cattolica already sources a significant proportion of its needs in asset 
management services from Generali, for the purpose of its insurance activities.  Out 
of Cattolica’s […] EUR worth of assets under management, approximately […] 
EUR are managed by Generali and […] EUR by third party providers.  
(200)  Considering the Parties’ position on the overall markets for the provision of life 
insurance and of non -life insuranc e, it appears  unlikely that the Parties would have 
the ability to engage into customer foreclosure behaviours.  Furthermore, considering 
that Cattolica already source s a significant proportion of its asset management needs 
from Generali, only a residual pro portion of the demand for asset management 
services could be diverted from rivals upstream to the combined entity.  
(201)  Lastly, in the course of the market investigation, market participants did not 
highlight any competition issues in relation to the vertical r elationships between the 
provision of asset management services (upstream) and the provision of non -life and 
life insurance products (downstream) in Italy.  
3.4.5.3.  Conclusion  
(202)  It results from the above that the Transaction  does not  raise serious  doubts  as to its 
compatibility with the  internal  market  as regards potential  vertical  non-coordinated 
effects on  the market  and all plausible  segments and sub -segments for asset 
management, upstream, and the provision of insurance, downstream.  
 
 
41 3.4.6.  Real estate services and provi sion of insurance  products  
3.4.6.1.  Market definition for real estate services  
(A) Product market definition   
Notifying Party’s view  
(203)  The Notifying Party does not challenge the Commission’s prior practice and submits 
that the product market definition can be left open i n the present case, as the 
Transaction will not raise any competition concerns regardless of the exact definition 
adopted.  
Commission’s assessment  
(204)  In its previous decisional practice,136 the Commission has considered a market for 
the provision of real estate  services, as well as the possibility to further divide the 
market into six main segments, while ultimately leaving this question open:  
i) Asset management: management of real estate asset portfolios;  
ii) valuation: appraisal and valuation of real estate assets;  
iii) development: construction or renovation of existing buildings with the aim of 
selling or letting the site;  
iv) brokerage: buying/selling and renting/leasing real estate assets on behalf of 
third parties;  
v) consulting: provision of advice on real estate; and  
vi) property management: management and operation of real estate assets for 
third parties.  
(205)  The Commission has also left open whether the market and its segments could also 
be segmented according to the  use made of the real estate assets  (commercial or 
residenti al) and/or the type of real estate involved (office, industrial, retail properties 
etc.).137 
(206)  In the present case, the results of the market investigation did not provide any 
elements which would justify departing from the Commission’s previous decisional 
practice.  
(207)  The exact definition of the product market for real estate services can be left open, as 
the Transaction does not raise serious doubts as to its compatibility with the internal 
market concerning the real estate market, or any other plausible segment  previou sly 
envisaged by the Commission.  
                                                 
136  M.7663 – DTZ/Cushman & Wakefield ; M.6889 – Sogecap/Cardif/Ensemble Immobilier Clichy -la-
Garenne ; M.7203 – Unibail - Roda mco/CPPIB/Centro ; M.6834 – Goldman Sachs/TPG Lundy/Brookgate .  
137  M.7663 – DTZ/Cushman & Wakefield ; M.6889 – Sogecap/Cardif/Ensemble Immobilier Clichy -la-
Garenne ; M.3370 – BNP Paribas/Atis Real International ; M.2863 – Morgan Stanley/Ol ivetti/Telecom 
Italia/Tiglio.  
 
 
42 (B) Geographic market definition  
Notifying Party’s view  
(208)  The Notifying Party does not challenge the Commission’s prior practice and 
indicates that it is not necessary to determine the exact geographic scope of the 
market .  
Commission’s assessment  
(209)  The Commis sion has previously considered  that the market for the provision of real 
estate services, and its narrower segments , could be national, regional, or local , 
while ultimately leaving this question open.138 
(210)  The results of th e market investigation did not provide any elements contradicting 
the Commission’s previous findings.  
(211)  Given however that the Transaction would not lead to any serious doubts under any 
plausible geographic scope, t he precise geographic scope of the market c an be left 
open.  
3.4.6.2.  Competitive assessment  of vertical effects  
(212)  The Transaction results in the creation of a number of vertically affected 
relationships with respect to real estate services (upstream), where both Generali and 
Cattolica are active,139 with a comb ined market share below 10%, and all segment s 
and sub -segments of the insurance provision market in Italy (downstream) where the 
combined market share of the Parties is above 30%.  
Notifying Party’s view  
(213)  The Notifying Party argues that it is not clear wheth er the provision of real estate 
service could be considered as an upstream market for the provision of life and non -
life insurance. In any event, it submits that the market share levels of the Parties on 
the upstream market or the downstream market are not  likely to give rise to any 
competition issue.  
Commission’s assessment  
(214)  The Commission considers that the Notifying Parties will have neither the ability nor 
the incentive post -Transaction to engage in either input foreclosure or customer 
foreclosure.  
(215)  Regarding input foreclosure , in light of the Parties’ limited market share (below 
10%) on the overall market for the provision of real estate services in Italy, and the 
Parties’ confirmation that on any other narrower segments or geographic scope their 
combine d market share would not exceed 20%, the Commission considers that the 
Parties will have  neither  the ability nor the incentive to engage in any input 
foreclosure behaviour, in line with the Non -Horizontal Merger Guidelines.  
                                                 
138  M.7663 – DTZ/Cushman & Wakefield .  
139  As mentioned above, the Parties’ overlapping activities in relation to the provision of real estate services 
do not give rise to any affected market or segments at horizontal level.  
 
 
43 (216)  As to customer foreclosure , the  Commission notes that real estate services may only 
serve as an input for certain types of insurance products related to property, and that 
it is relevant to primarily focus on the Parties’ combined market shares on these 
markets. According to the definiti ons provided by the Parties of the Italian 
regulatory framework , the main relevant categories are the provision of non -life 
insurance relating to fire and natural forces (Risk class 8), as well as other damage to 
property (Risk class 9).  
(217)  In terms of verti cal relationship, nevertheless, all insurance provision segments 
typically require asset management services in similar proportions, so that the 
overall market for insurance provision may constitute a more relevant scope to 
assess the ability and incentive  of the Parties to foreclose customers.  
(218)  In this respect, the Commission notes that the Parties’ combined market share on 
these segments  is very moderate and in any event below 30%, i.e. not exceeding 
20% in the provision of non-life insurance  relating to f ire and natural forces and 
below 28 % in the provision of non -life insurance  relating to other damages to 
property . Furthermore, both Generali and Cattolica source a significant proportion of 
their needs in real estate internally,140 with a residual supply to  third parties .  
(219)  Considering the Parties’ position on the segments of the provision of non -life 
insurance that are relevant to the provision of real estate services , it appears unlikely 
that the Parties would have the ability to engage into customer forecl osure 
behaviours. In addition, in light of the fact that both Parties pre -Transaction already 
source most of their need in real estate services internally, it is unlikely that the 
minor increment resulting from the Transaction in the provision of non -life 
insurance products brought by Cattolica will give them enough of an incentive to 
engage into a customer foreclosure behaviour.  
(220)  Furthermore, the results of the market investigation did  not evidence any 
competition issues with respect to the vertical links between the provision of real 
estate services (upstream) and the provision of non -life and life insurance products 
(downstream) in Italy, resulting from the Transaction.  
3.4.6.3.  Conclusion  
(221)  In light of the elements set out above, the Transaction  does not  raise serious doubts  
as to its compatibility with the  internal  market  as regards potential  vertical  non-
coordinated effects on  the market  and all plausible  segments and sub -segments for 
real estate services, upstream, and the provision of insurance, downstream.  
3.4.7.  Digital services  and provision  of insurance  products  
(222)  Digital services consist in the development and provision to consumers and 
undertakings of smart devices and technological solutions for internet -of-things 
systems, connected vehicles, demotics and occupat ional safety.  
                                                 
140  Generali’s captive (int ra-group) revenues account for approximately […] of its r eal estate revenues of at 
group level.  
 
 
44 3.4.7.1.  Market definition for digital services  
(A) Product market definition  
Notifying Party’s view  
(223)  The Notifying Party submits that, for the purposes of this case, the exact definition 
of the product market can be left open, as the Transaction will not  raise competition 
concerns under any plausible product market definitions.  
Commission’s assessment  
(224)  In its past practice141, the Commission has examined the market for the provision of 
IT services and considered various sub -segmentations ( based on the data gathered by 
the industry analyst Gartner), namely: (i) hardware maintenance, (ii) software 
maintenance and support, (iii) consulting, (iv) development integration, (v) IT 
management services, (vi) business management services, and (vii) education and 
training. The Commission has also considered the opportunity of subdividing the IT 
services market based on the customers’ sector ( e.g., financial services, transport 
manufacturing, government), or of the distinction between small and larger 
customers.142 The Com mission ultimately left the exact definition of the product 
market open.  
(225)  The Commission has not identified any specific elements which would justify a 
change in its previous decisional practice. In any event, the exact product market 
definition for the pro vision of digital services can be left open, as the Transaction 
does not raise any serious doubts as to its compatibility with the internal market 
under any plausible market definition.   
(B) Geographic market definition  
Notifying Party’s view  
(226)  The Notifying Par ty submits that, for the purposes of this case, the exact definition 
of the geographic market can be left open, as the Transaction will not raise any 
competition concerns under any plausible geographic market definitions.  
Commission’s assessment  
(227)  In its pas t decisional practice, the Commission has considered that certain IT 
services markets could have a national geographic market dimension (since IT 
solutions are customised according to language and require the maintenance of a 
close relationship between the  service provider and the client). In recent cases, 
however, the Commission has found an increasing globalization of the supply and 
demand for IT services, therefore, arguing in favour of a broader geographic market 
definition, which could be, at least, EE A-wide.143 The Commission ultimately left 
the geographic market definition open.  
                                                 
141 M.6127 – Atos Origin/ Siemen s IT Solutions & Services ; M.3571 – IBM/Maerskdata/DMData ; M.5301 – 
Cap Gemini/BAS . 
142 M.6127 – Atos Origin /Siemen s IT Solutions & Services .  
143  M.6127 – Atos Origin/Siemens IT Solutions & Services ; M.5197 – Hewlett Packard/EDS .  
 
 
45 (228)  The Commission has not identified any specific elements which would justify a 
change in its recent decisional practice. In any event, the exact geographic market 
definition for the provision of digital services can be left open, as the Transaction 
does not raise any serious doubts as to its compatibility with the internal market 
under any plausible market definition.  
3.4.7.2.  Competitive assessment of vertical effects  
(229)  Only Generali is act ive in the market for the provision of digital services, while 
Cattolica is not. Cattolica sources digital services from third party providers , 
including Generali,  and offers them to insured customers as touchpoint ( e.g., mobile 
app or website) or as innov ative services (such as motor telematics or telemedicine).  
(230)  The Notifying Party does not have reliable estimates on the size of the EEA market 
for the provision of digital services. For Italy, t he Notifying Party has elaborated its 
best internal estimates based on the 2020 statistical data published by the 
Polytechnic University of Milan concerning the car & mobility sector as to the 
number of telematics devices in Italy and the value of car & mobility telematics 
services in Italy. On the basis of such data , the estimated market share of Generali in 
the car & mobility segment in terms of number of devices would amount to 
approximately [10-20]% and the estimated market share of Generali in terms of 
value of services would amount to approximately [10-20]%.144 
(231)  The Transaction would create affected vertical links between the provision of digital 
services and the provision of insurance products relating to all those risk classes 
where , downstream,  the Parties’ combined market share is above 30% ( for non -life 
insuran ce, only in case a national geographic market definition is considered, these 
risk classes would be railway rolling stock, aircraft, ships, and aircraft liability. For 
life insurance , these risk classes would be sickness and retirement funds) .  
Notifying P arty’s view  
(232)  The Notifying Party submits that the Transaction does not alter the upstream market 
position of the merged entity, since Cattolica has no presence in the upstream market 
for the provision of digital services.  
(233)  The Notifying Party further observ es that Generali sources digital services from 
companies that are part of the group, so it does not represent a buyer for third 
parties. For customer foreclosure to occur, Cattolica would have to be an important 
customer with a significant degree of market  power in the downstream market , while 
it is not  the case in practice .  
Commission’s assessment  
(234)  The Commission considers that, even if the vertical relationship between the 
provision of digital services and insurance products in Italy gives rise to  affecte d 
market s, it is highly unlikely that the Transaction will have any impact on 
competition in th ose market s for the reasons set out below.    
                                                 
144  The Notifying Party confirmed  that, under any plausible alternative product market segmentation  of the 
market for digital services , Generali’s market share would remain below 30%.   
 
 
46 (235)  Regarding input foreclosure , the Commission observes that the Transaction will not 
change the Parties’ position in t he upstream market, since only Generali is currently 
active in this market  with a market share of approximately [10-20]%, which would, 
in any case, be too limited to grant Generali the ability to carry out a strategy of 
input foreclosure . Input foreclosure , as a result of the Transaction, is, therefore, 
unlikely.  
(236)  As regards customer foreclosure , Generali sources digital services from companies 
that are part of the group, therefore, it does not represent a buyer for third parties’ 
input (digital services) an d Cattolica does not hold a sufficient degree of market 
power on the downstream markets for the provision of life and non -life insurance 
products in any of the individual risk classes considered , to the extent that it cannot 
represent a significant buyer f or third parties’ input (digital services) . Notably, 
Cattolica would hold a market share always below 3% across all risk classes for life 
insurance provision and it would hold a market share always below 7% across all 
risk classes for non -life provision, w ith the exception of ships, where it would hold 
7.11% market share and railway rolling stock, where it would hold 15.28% market 
share. Notwithstanding the fact that 7.11% and 15.28% market share in ships and 
railway rolling stock, respectively, would not b e sufficient to justify a strategy of 
customer foreclosure, the Commission also observes that, as already me ntioned 
above, the most  appropriate segmentation for these risk classes  would appear to be 
wider than national and, on an EEA -wide basis, Cattolica’ s market share would be 
even more diluted. Therefore, customer foreclosure would appear unlikely.  
(237)  Lastly, the Commission notes that the results of the market investigation did not 
evidence any competition issues with respect to the vertical relationships between 
the provision of digital services (upstream) and the provision of insurance products 
(downstream) arising from the Transaction.  
3.4.7.3.  Conclusion  
(238)  In view of the foregoing, the Commission concludes that the Transaction would not 
raise serious doubts as to  its compatibility with the internal market as regards 
potential vertical non-coordinated effects on the market for  the provision of digital 
services , upstream,  and the provision of insurance products , downstream . 
4. CONCLUSION  
(239)  For the above reasons, the Euro pean Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA  Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President
 
 
1 Annex 1  
IVASS DATA - Market share of Generali and Cattolica at Province level of non -life 
insurance products for years 2017, 2018 and 2019 within Italy  
[…] 
 
IVASS DATA - Market share of Generali and Cattolica at Province level of life insurance 
products for years 2017, 2018 and  2019 within Italy   
[…] 
 
ANIA DATA - Market share of Generali and Cattolica at Province level of non -life 
insurance products for years 2017, 2018 a nd 2019 within Italy  
[…] 
 
ANIA DATA -Market share of Generali and Cattolica at Province level of life insurance 
products for years 2017, 2018 and 2019 within Italy  
[…]