CELEX: 31995M0627
Language: en
Date: 1995-08-21 00:00:00
Title: COMMISSION DECISION of 21/08/1995 declaring a concentration to be compatible with the common market (Case No IV/M.627 - UAP / Sun Life) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31995M0627

COMMISSION DECISION of 21/08/1995 declaring a concentration to be compatible with the common market (Case No IV/M.627 - UAP / Sun Life) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 292 , 07/11/1995 P. 0008

  COMMISSION DECISION of 21/08/1995 declaring a concentration  to be compatible with the common market (Case No IV/M.627 -  UAP / Sun Life) according to Council Regulation (EEC) No  4064/89   (Only the English text is authentic).   The paper version of the decision is available through the  sales offices of the Office of Official Publications of the  European Communities  PUBLIC VERSION  MERGER PROCEDURE  ARTICLE 6(1)(b) DECISION  To the notifying party  Dear Sirs,  Subject:<ind> Case No IV/M.627  UAP/SUN LIFE  <ind> <ind> Notification of 24 July 1995 pursuant to Article  4 of Council Regulation <tab> <tab> No. 4064/89  1.<ind> On 24.07.1995, Compagnie UAP (UAP), the parent  company of the french insurance group UAP notified to the  Commission an operation by which it will acquire sole  control of the british insurance company Sun Life  Corporation plc.  2.<ind> After examination of the notification, the  Commission has concluded that the notified operation falls  within the scope of application of Council Regulation No  4064/89 and does not raise serious doubts as to its  compatibility with the common market.  I <tab> THE PARTIES  3.<ind> UAP is a composite french insurance group engaged in  France and abroad in all aspects of insurance including life  insurance, nonlife insurance and reinsurance. UAP is also  engaged in banking through several of its subsidiaries.  4.<ind> Sun Life Corporation plc is the parent company of a  british insurance group, the Sun Life Group, which is active  in the life insurance sector mainly in the UK.  II<tab> THE AGREEMENTS  5.<ind> Prior to this operation the Sun Life Group was  jointly controlled by UAP and Transatlantic Holdings plc,  (Transatlantic) through a vehicle company, Sun Life Holdings  plc, which was created with the sole purpose of establishing  the joint control of the Sun Life Group by UAP and  Transatlantic. Transatlantic is a subsidiary of the Liberty  Life Group, a South African based insurance and financial  services group.  6.<ind> By the present operation UAP and Transatlantic  entered into a share purchase agreement whereby  Transatlantic agrees to sell to UAP the whole of its  interest in Sun Life Holdings plc. Therefore, following this  operation UAP will acquire sole control of the Sun Life  group.  7.<ind> By separate but linked transactions UAP agrees to  sell its minority shareholding in Transatlantic which was  acquired when the joint venture was established. [See case  no IV/M.141  UAP/Transatlantic/Sun Life.]  III<tab> CONCENTRATION  8.<ind> By acquiring the whole of Transatlantic's interest  in Sun Life, UAP acquires sole control of this undertaking.  A change from joint to sole control of an undertaking is a  concentration within the meaning of the Merger Regulation  because decisive influence exercised solely is substantially  different from decisive influence exercised jointly.   IV<tab> COMMUNITY DIMENSION  9.<ind> The combined aggregate worldwide turnover of UAP and  Sun Life, calculated in accordance with Article 5(3)(b) of  the Merger Regulation, exceeded 5,000 million Ecu in 1994  (total gross premiums written by UAP amounted to 21,983  million Ecu and those by Sun Life amounted to 2,937 million  Ecu). Both UAP and Sun Life had a Communitywide turnover in  excess of 250 million Ecu but did not achieve more than two  thirds of their aggregate Communitywide turnover in one and  the same Member State. The operation therefore has a  Community dimension.   V<ind> COMPATIBILITY WITH THE COMMON MARKET  10.<ind> Sun Life is only active in the life insurance  sector and the geographic scope of its activities is  predominantly the UK where more than 95% of its turnover is  achieved. In the UK, Sun Life estimates its market share of  the life insurance sector to be around [Deleted business  secrets  below 10%.]. The UK market is caracterised by  strong competition.  <ind> Outside the UK, Sun Life also has activities in other  E.U. countries namely in [Deleted business secrets.] but in  all these countries its activity is marginal and its market  share can be considered as insignificant.   11.<ind> UAP is engaged in the life insurance business in  several EU countries, but in the UK it does not have any  activity in this sector other than its interest in Sun  Life.  12.<ind> Therefore, the present operation will not lead to  any significant addition of market shares neither in the UK  nor in any other EU country. Furthermore, the combined  activities of UAP and Sun Life in the life insurance sector  will not exceed a 10% market share neither in the UK nor in  any other of the E.U. countries in which Sun Life has  activities.  V<ind> CONCLUSION  13.<ind> Based on the above findings, the Commission has  come to the conclusion that the proposed concentration does  not raise serious doubts as to its compatibility with the  common market.  For the above reasons, the Commission has decided not to  oppose the notified operation and to declare it compatible  with the common market and with the functioning of the EEA  Agreement. This decision is adopted in application of  Article 6(1)(b) of Council Regulation No 4064/89.  For the Commission,