Prior notification of a concentration (Case M.11682 – UTMOST GROUP / LOMBARD INTERNATIONAL ASSURANCE HOLDINGS) – Candidate case for simplified procedure
Date: 2024-09-17
Institutions: Directorate-General for Competition, European Commission
Subjects: economic concentration, insurance, merger control, provision of services, wealth








C_202405577EN.000101.fmx.xml












Official Journal of the European Union


EN
C series













C/2024/5577


17.9.2024






Prior notification of a concentration
(Case M.11682 – UTMOST GROUP / LOMBARD INTERNATIONAL ASSURANCE HOLDINGS)
Candidate case for simplified procedure
(Text with EEA relevance)
(C/2024/5577)


1.   
On 6 September 2024, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1).
This notification concerns the following undertakings:






—


Utmost International Group Holdings Limited (‘Utmost’, United Kingdom). Utmost is part of the Utmost Group which is, in turn, ultimately, an indirectly controlled portfolio company of Brookfield Oaktree Holdings, LLC, which is itself indirectly jointly controlled by Oaktree Capital Group Holdings GP, LLC, and Brookfield Corporation,










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Lombard International Assurance Holdings S.à.r.l., (‘Lombard’, Luxembourg), controlled by LIA HOLDINGS LIMITED (‘Lia Holdings’, United Kingdom) which is, in turn, ultimately indirectly controlled by funds managed by affiliates of Blackstone Inc.




Utmost will acquire within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of Lombard.
The concentration is accomplished by way of purchase of shares.


2.   
The business activities of the undertakings concerned are the following:






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Utmost Group’s principal business activities are: (i) Utmost International (which provides life assurance products to affluent, high-net-worth (‘HNWI’) and ultra-high net-worth individuals (‘UHNWI’), and employee benefits through its Utmost Corporate Solutions business); and (ii) Utmost Life and Pensions (a specialist UK life consolidator, closed to new business and focused on writing pension risk transfer (i.e., bulk annuity) businesses only in the UK),










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Lombard is a pan-European provider of insurance-based wealth, estate, and succession planning solutions for HNWI and UHNWI and their families. The solutions currently offered in the EU include: (i) single premium unit-linked life insurance; as well as (ii) single premium unit-linked capitalisation contracts for residents in Belgium, France, Finland, and Luxembourg; and (iii) pure risk life insurance products in Finland.






3.   
On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved.
Pursuant to the Commission Notice on a simplified treatment for certain concentrations under Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.


4.   
The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.
Observations must reach the Commission not later than 10 days following the date of this publication. The following reference should always be specified:
M.11682 – UTMOST GROUP / LOMBARD INTERNATIONAL ASSURANCE HOLDINGS
Observations can be sent to the Commission by email or by post. Please use the contact details below:
Email: COMP-MERGER-REGISTRY@ec.europa.eu

Postal address:





European Commission




Directorate-General for Competition




Merger Registry




1049 Bruxelles/Brussel




BELGIQUE/BELGIË







(1)  
            OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

(2)  
            OJ C 160, 5.5.2023, p. 1.


ELI: http://data.europa.eu/eli/C/2024/5577/oj
ISSN 1977-091X (electronic edition)