CELEX: 32021M10155
Language: en
Date: 2021-02-23 00:00:00
Title: Commission Decision of 23/02/2021 declaring a concentration to be compatible with the common market (Case No COMP/M.10155 - OTPP / SL GIO II / SGI) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 23.02.2021
                                                                C(2021) 1374 final
                                                                                 PUBLIC VERSION
                                                                Ontario Teachers’ Pension Plan Board
                                                                5650 Yonge Street
                                                                M2M 4H5 Toronto
                                                                Canada
                                                                Swiss Life GIO II Eur Holding SARL
                                                                4a, Rue Albert Borschette
                                                                L-1246 Luxembourg
                                                                Luxembourg
Subject:        Case M.10155 – OTPP / SL GIO II / SGI
                Commission decision pursuant to Article 6(1)(b) of Council Regulation
                                        1
                (EC) No 139/2004 and Article 57 of the Agreement on the European
                                     2
                Economic Area
Dear Sir or Madam,
1.      On 1 February 2021, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which the
        undertakings Ontario Teachers’ Pension Plan Board (“OTPP”, Canada) and Swiss
        Life GIO II Eur Holding S.À.R.L. (“SL GIO II”, Luxembourg), belonging to Swiss
        Life Holding AG (“Swiss Life”, Switzerland), acquire within the meaning of Article
        3(1)(b) and Article 3(4) of the Merger Regulation joint control over the undertaking
        Societa Gasdotti Italia S.p.A. (“SGI”, Italy), currently jointly controlled by SL GIO II
        and MEIF 4 Sole Holdings S.À.R.L., by way of purchase of shares. 3
2.      The business activities of the undertakings concerned are:
        −     for OTPP: the administration of pension benefits and the investment of pension
              plan assets of teachers in the Canadian province of Ontario,
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 46, 09.2.2021, p. 3.
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.
 ---pagebreak---    −    for SL GIO II: a fund owned by Swiss Life, a provider of life insurances,
        pensions, health insurance and asset management,
   −    for SGI: an independent transmission system operator (TSO) which owns a
        limited part of the Italian high pressure gas network.
3. After examination of the notification, the European Commission has concluded that
   the notified operation falls within the scope of the Merger Regulation and of
   paragraph 5(b) of the Commission Notice on a simplified procedure for treatment of
   certain concentrations under Council Regulation (EC) No 139/2004. 4
4. For the reasons set out in the Notice on a simplified procedure, the European
   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)
                                                     Olivier GUERSENT
                                                     Director-General
4  OJ C 366, 14.12.2013, p. 5.
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