CELEX: 32014M7204
Language: en
Date: 2014-04-29 00:00:00
Title: Commission Decision of 29/04/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7204 - ROTHESAY LIFE / METLIFE ASSURANCE) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 29.4.2014
                                        C(2014) 2943 final

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|To the notifying party:                                                |                                                                       |

Dear Sir/Madam,

Subject:    Case M.7204 – Rothesay Life / MetLife Assurance
         Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1]

1) On 21 March 2014, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation  by
   which Rothesay Life Limited ("Rothesay", the United Kingdom), acquires within the meaning of Article 3(1)(b) of  the  Merger  Regulation  sole
   control of the whole MetLife Assurance Limited ("MAL", the United Kingdom), referred to as "the Parties", by  way  of  purchase  of  shares[2]
   ("the Transaction"). Rothesay is designated hereinafter as the "Notifying Party".

       THE PARTIES

2) Rothesay is an insurance company offering de-risking solutions to Trustees and sponsoring  employers  of  corporate  Defined  Benefit  Pension
   Schemes (hereinafter "DBPS"). It offers Bulk Annuity contracts and Longevity Swaps in the United Kingdom. Rothesay is owned, indirectly, 29.9%
   by Blackstone Group L.P, 38% by Goldman Sachs Group Inc, 25% by Cambourne and 7% by MassMutual.[3]

3) MAL is an insurance company offering de-risking solutions to Trustees and sponsoring employers  of  corporate  DBPS.  MAL's  business  focuses
   mainly on Bulk Annuity contracts in the United Kingdom and Ireland, thus the company does not offer any Longevity  Swaps.  The  entire  issued
   share capital of MAL is currently owned by MetLife European Holdings LLC.

       THE OPERATION AND THE CONCENTRATION

4) On 14 February 2014, Rothesay and MetLife European Holding LLC signed a Share Purchase Agreement based on which Rothesay acquires  the  entire
   share capital and thus sole control of MAL. Therefore the Transaction constitutes a concentration within the meaning of Article 3(1)(b) of the
   Merger Regulation.

       EU DIMENSION

5) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5  000  million[4]  (Rothesay[5]:  EUR […]  million,
   MAL: EUR […] million). Each of them has an EU-wide turnover in excess of EUR 250 million (Rothesay: EUR […] million, MAL:  EUR  […]  million),
   but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State. The notified operation,
   therefore, has an EU dimension.

       COMPETITIVE ASSESSMENT

6) Both Rothesay and MAL offer de-risking solutions for mitigating the risk inherent in the management of DBPS. Within this domain,  Rothesay  is
   active only in the UK where it offers Bulk Annuity contracts and Longevity Swaps. MAL offers  only  Bulk  Annuity  contracts  in  the  UK  and
   Ireland.

7) The Transaction creates horizontal overlaps (resulting in affected markets) regarding the market for de-risking transactions, comprising  Bulk
   Annuity contracts (which can be further segmented into Buy-in and Buy-out contracts) and Longevity Swaps.

1 Market definition

8) Pension schemes in the UK and Ireland are presided by a board of Trustees who are responsible for managing the assets and liabilities  of  the
   pension schemes. DBPS guarantee a certain retirement benefit linked to the employees' salary before retirement.[6] In these schemes  the  risk
   is borne by the corporate sponsor (sponsoring employer) or Trustees managing the pension scheme.[7]

9) DBPS involve inherent risks[8] which the Trustees and their corporate sponsors may seek to decrease through de-risking transactions. As  such,
   de-risking transactions are a type of insurance allowing the transfer of some or all of the risks inherent in to the pension scheme to a third
   party (the issuer[9]) mainly in two ways: through (i) Longevity Swaps, which consists in insuring or hedging the longevity risk (for  example,
   policyholders living longer than expected) or (ii) Bulk Annuity contracts,  which  consists  in  transferring  to  the  insurer  the  complete
   responsibility, and hence the entire risk, for meeting the benefit payments to the members of the scheme.

   Table 1. Description of de-risking transactions

|De-risking transactions |Type of risk insured         |Responsibility towards the pension schemes members                               |
|Bulk Annuity contracts  |All risks inherent to the    |Transfer to the insurer of the risk of not meeting benefit payments to the member|
|                        |pension scheme are covered   |of the pension scheme                                                            |
|Buy-in                  |A policy covering all risks  |The insurer bears all risk and pays the benefit payments to the members of the   |
|                        |for a single up-front premium|scheme, while the Trustee retains an administrative role and the relationship    |
|                        |                             |with the members of the scheme. The Trustee bears ultimately the liability for   |
|                        |                             |the benefit payments and thus also bears the residual counterparty risk that the |
|                        |                             |insurer may not fulfil its obligations under the Buy-in transaction. Buy-in      |
|                        |                             |transactions are held as an asset of the pension scheme.                         |
|Buy-out                 |A policy covering all risks  |The relationship between the members of the scheme and the Trustees is fully     |
|                        |for a single up-front premium|transferred to the insurer. The Trustees no longer bear the liability for        |
|                        |                             |managing the pension scheme and meeting the benefit payments to the members of   |
|                        |                             |the pension scheme.                                                              |
|Longevity swaps         |Risk that the members live   |The Trustee retains control over the assets of the pension scheme and remains    |
|                        |longer than expected         |responsible for benefit payments to the members of the pension scheme.           |

10) In addition to de-risking transactions, the Trustees and their corporate sponsors can also mitigate the risk by using so  called  Alternative
   Trustee Options (hereinafter "ATOs"). ATOs do not involve the transfer of risk to a third party but rather include activities such as changing
   the investment strategy of the pension scheme or improving the scheme-funding position, e.g. by increasing contributions from employees.

1 Product market definition

11) Based on the Notifying Party's submissions and the results of the market investigation, the  Commission  will  examine,  first,  whether  the
   market for de-risking activities includes ATOs, second, whether it is appropriate to subdivide the market for de-risking transactions in  Bulk
   Annuity contracts and Longevity Swaps, and third,  the  possible  further  subdivision  of  Bulk  Annuity  contracts  in  Buy-in  and  Buy-out
   transactions.

12) In a previous decision[10] the Commission analysed the market for de-risking transactions by reference to the life insurance market  and  has
   left open the question whether de-risking transactions such as Buy-in, Buy-out and Longevity Swaps are part  of  an  overall  market  for  de-
   risking of DBPS.

i. Whether the market for de-risking transactions includes ATOs

13) The Notifying Party submits that de-risking transactions (that is, Bulk Annuity contracts and Longevity Swaps) are part of an overall  market
   for de-risking of DBPS which cover also ATOs. The Notifying Party does not provide market data for a market comprising also ATOs as there  are
   no objective data available to quantify ATOs. In any event, the Notifying Party submits that it is not necessary to decide whether  ATOs  form
   part of the relevant market for the purpose of assessing the proposed Transaction, as it would not significantly impede effective  competition
   even if the market were defined more narrowly.

14) The Commission considers that ATOs cannot be considered as part of the same relevant market as other de-risking  transactions  such  as  Bulk
   Annuity contracts and Longevity Swaps. Indeed, ATOs are actions undertaken by the Trustees  to  potentially  mitigate  the  risk  they  incur,
   without however transferring the risk of the pension liabilities to a third party. Conversely, the main feature of de-risking transactions  is
   exactly to transfer the risk from the pension fund managed by the Trustees to a third party.

15) Therefore, there is no substitutability (neither supply, nor demand-side) between de-risking transactions  and  ATOs.  Rather,  Trustees  are
   faced with the choice of either transferring the risk to a third party, in which case they will enter in Bulk Annuity Contracts  or  Longevity
   Swap, or not, in which case they will retain the risk and mitigate it to the best of their capacities.

16) Consequently, Commission concludes that de-risking transactions such as Bulk Annuity contracts and Longevity Swaps do not form  part  of  the
   same relevant market as ATOs.

    ii. Market for de-risking transactions and segmentation between Bulk Annuity contracts and Longevity Swaps

17) The Notifying Party submits that both Bulk Annuity contracts and Longevity Swaps address the same customer need, namely  reducing  the  risks
   related to DBPS, and therefore it is appropriate to consider them as forming part of an overall market for de-risking  transactions.  However,
   the Notifying Party also admits that Longevity Swaps transfer a smaller risk element than Bulk Annuities. The Notifying Party  further  points
   out that there is an increasing trend in the market to offer hybrid solutions, whereby within the same transaction the customer would  de-risk
   certain liabilities with a Longevity Swap and other liabilities with a Bulk Annuity contract.

18) The information the Commission obtained from its market investigation militates in favour  of  the  view  that  Bulk  Annuity  contracts  and
   Longevity Swaps constitute distinct product markets. Competitors revealed that they do not necessarily offer both products and they are rather
   specialised in one of them.[11] As to the demand side, the vast majority of the customers consider that Bulk Annuity contracts  and  Longevity
   Swaps have different products characteristics and cannot be regarded as substitutable products. In particular, while  Bulk  Annuity  contracts
   transfer all risk to the issuer, Longevity Swaps transfer only the longevity risk. Moreover, Bulk Annuity contracts involve a transfer of  the
   underlying assets of the scheme to the issuer while in Longevity Swaps asset remains in the scheme. Contrary to the Notifying  Party's  claim,
   almost no Trustee or Trustee consultant indicated that they used hybrid solutions involving both Longevity Swaps and  Bulk  Annuity  contracts
   within the same transaction.[12]

19) Consequently, the Commission considers that Bulk Annuity contracts and Longevity Swaps constitute separate product markets.

iii. Possible segmentation of the market for Bulk Annuity Contracts at Buy-in and Buy-out transactions

20) As regards a possible further subdivision of the market for Bulk Annuity contracts into Buy-in and Buy-out transactions, the Notifying  Party
   considers that both types of transactions are fully substitutable from a supply side point of view. This is because for the  insurers  of  de-
   risking transactions it is possible to enter into either transaction without any significant adjustment. The only difference for  the  insurer
   are the increased administration requirements that result from the direct relationship the insurer has with pension scheme members in case  of
   a Buy-out transaction. The Notifying Party also points out that all providers of Bulk Annuity contracts are able to perform  both  Buy-in  and
   Buy-out transactions and to its knowledge there was no provider in the past five years that performed Buy-in but no Buy-out transactions.

21) The information the Commission obtained in the context of its market investigation indicated that Buy-in and Buy-out Bulk  transactions  have
   some distinctive features; nevertheless the overall result was inconclusive.  Specifically,  customers  indicated  that  Buy-in  and  Buy  out
   transactions are very similar regarding the management of assets. However, in Buy-in transactions the Trustees retain  the  overall  liability
   and the obligation to administer the payments to the members of the scheme and Buy-in transactions are held by the schemes  as  an  asset.  In
   contrast, Buy-out transactions fully transfer the risk on the issuer and discharge the Trustee of any liability.

22) The vast majority of competitors consider that Buy-in and Buy-out transactions are substitutable. They also largely confirmed  the  Notifying
   Party's argument that insurers active in the field of Bulk Annuity contracts typically offer  both  Buy-in  and  Buy-out  solutions  to  their
   customers.[13] Some competitors indicated that Buy-out transactions tend to be more expensive, in some  cases  prohibitively  more  expensive.
   From the customers' point of view, the market investigation was inconclusive.[14] Almost half  of  the  customers  responding  to  the  market
   investigation indicated that they use both Buy-in and Buy-out transactions in order to decrease the risk exposure generated by the assets  and
   liabilities of the pension scheme under their management.

23) However, the precise scope of product market definition can be left open, since the Transaction does not give rise to serious  doubts  as  to
   its compatibility with the internal market under any alternative market definition.

2 Geographic market definition

24) The Notifying Party submits that the market for de-risking of DBPS has characteristics in common with the market  for  pension  products  and
   that relevant geographic market is therefore national in scope. The Notifying Party argues that insurance companies such as Rothesay  and  MAL
   and their competitors are subject to national regulation and are supervised by the national regulators in the EU countries,  and  specifically
   in the UK and Ireland. For this reason the Notifying Party does not believe that the UK and Ireland should be considered as a cluster  but  in
   any event submits market data also for the hypothetical cluster.

25) The Commission has previously considered the markets for provision of pension products to be national in scope due to: i)  the  existence  of
   national distribution channels, ii) different regulatory frameworks and fiscal regimes, and iii) different established  brands.  However,  the
   Commission ultimately left open the exact geographic market definition.[15]

26) The information obtained by the Commission during its market investigation supported the Notifying Party's view  that  the  market  for  Bulk
   Annuity contracts (including its potential segments of Buy-in and Buy-out transactions) is national in scope, i.e. limited to the territory of
   the UK. Only one competitor indicated that a cluster comprising the UK and Ireland would be the appropriate geographic  scope.  A  very  large
   majority of the customers confirmed that they select their provider of Bulk Annuity contracts at national level.[16] Customers emphasised  the
   fact that pension scheme in the UK is country specific in terms of regulation and pension provision which leads to different  product  demands
   compared with Ireland or other Member States. Insurers providing Bulk Annuity contracts need to have the necessary approval to  write  pension
   business in the UK.

27) Customers also underlined the need for local presence and expertise since the trustee needs to have  confidence  in  the  capability  of  the
   insurer to handle the contract in the context of the UK pension regulatory framework.

28) Consequently, the Commission considers that the market for Bulk Annuity contracts (including its potential segments  of  Buy-in  and  Buy-out
   transactions) should be regarded as national in scope.

2 Competitive assessment

29) The Transaction creates horizontal overlaps in the market for Bulk Annuity contracts and  its  Buy-in  and  Buy-out  segments  give  rise  to
   affected markets in the UK. Parties' activities do not overlap with regard to Longevity Swaps.

1 Overall market for Bulk Annuity contracts

30) The Parties' combined market shares in the market for Bulk Annuity contracts in the UK amounted  to  [20-30]%  in  value  in  2013  (with  an
   increment of only [0-5]% brought by MAL). In this market the Parties face strong competition from the Pension  Insurance  Corporation  (“PIC”)
   which had a market share of [50-60]% in value in 2013 (up from [30-40]% in 2012 and [10-20]% in 2011). The other players in the UK market  for
   Bulk Annuity contracts are Legal & General ([10-20]%), Aviva ([5-10]%) and Prudential ([0-5]%).

    Table 2. Market share information for Bulk Annuity contracts (Buy-in and Buy-out) – UK.

|Year                     |2010                     |2011                     |2012                     |2013                     |
|Rothesay                 |[20-30]%                 |[10-20]%                 |[20-30]%                 |[20-30]%                 |
|MAL                      |[5-10]%                  |[10-20]%                 |[5-10]%                  |[0-5]%                   |
|Combined                 |[30-40]%                 |[30-40]%                 |[20-30]%                 |[20-30]%                 |
|Pension Insurance        |[10-20]%                 |[10-20]%                 |[30-40]%                 |[50-60]%                 |
|Corporation              |                         |                         |                         |                         |
|Legal & General          |[10-20]%                 |[20-30]%                 |[20-30]%                 |[10-20]%                 |

   Source: Hyman & Robertson.

31) The available market data demonstrates high market share volatility in the market for Bulk Annuity contracts in the UK. The  Notifying  Party
   submits that the volatility is a result of the bidding nature of the market, the intense competition between issuers for every transaction and
   because winning even one bid for a large value contract can heavily influence the issuer's market share.[17] Indeed, Rothesay concluded […] in
   2010, […] in each of 2011 and 2012, and […] in 2013.

32) The Notifying Party, further, points out that the dynamic nature of the market for Bulk Annuity contracts is also demonstrated by the  recent
   evolution of PIC’s market share, which grew from [10-20]% in 2011 to approximately [50-60]% in 2013. Furthermore, the Notifying Party  submits
   that entry barriers are low. Indeed, both Parties entered the market in 2007 and in 2012 there were two new entrants in the  UK,  namely  Just
   Retirement and Partnership.

33) In addition, the Notifying Party submits that the Parties are not close competitors since Rothesay focuses on high value  transactions  while
   MAL is active in smaller sized transactions.[18] The Notifying Party, moreover, points out that MAL's market share has decreased  in  2013  to
   only [0-5]% and thus does not present a significant constraint on  Rothesay.  The  information  obtained  by  the  Commission  in  its  market
   investigation indicated that indeed MAL has in practice almost exited the market given its uncompetitive prices and that in any  event  it  is
   not active in the market for large Bulk Annuity contacts.

34) The information the Commission obtained in the context of its market investigation largely confirmed the Notifying  Party’s  submissions.  In
   fact, customers select their insurer following a tender procedure and approximately 15 to 20 tenders take place every year.[19]  In  addition,
   Rothesay and MAL are not perceived as close competitors. Rothesay's closest competitor appears to be Legal & General. The acquisition  of  MAL
   does not remove a strong competitive source as it is not perceived by customers as being particularly  aggressive  or  innovative  competitor.
   Customers also confirmed that the market for Bulk Annuity contracts has been very dynamic  over  the  last  three  years,  as  two  companies,
   Partnership and Just Retirement, entered and other competitors, including Lucida, Credit Suisse and  Paternoster,  left  the  market.  Lastly,
   customers were positive about the competitive impact of the Transaction and mentioned that there will remain a sufficient number of  insurers,
   thereby providing customers with choice.[20]

35) Certain competitors consider that the Transaction would reduce the number of players competing for smaller Bulk Annuity contracts (less  than
   £300 million). However, they also confirmed that MAL has not been writing significant volumes of  business  recently  and  there  is  still  a
   sufficient number of providers in the market.[21]

36) Consequently, it can be concluded that the Transaction does not raise serious doubts as to its compatibility with the internal market in  the
   overall market for Bulk Annuity contracts in the UK.

2 Buy-in and Buy-out segments of Bulk Annuity contracts

37) The Parties' market shares in the Buy-in and Buy-out segments of the market for Bulk  Annuity  contracts  diverge  significantly  from  their
   market shares in the overall Bulk Annuity contracts market. Specifically, the Parties' combined market shares for Buy-in transactions in  2013
   in the UK reached [40-50]% in value with a minor increment of less than [0-5]% brought by MAL. On the  market  for  Buy-out  transactions  the
   Parties' combined market shares in the UK remained very modest in 2013 at [10-20]% with an increment of [0-5]%;  however,  in  2012  and  2011
   their market shares were significant at [50-60]% and [40-50]% respectively. Nevertheless, the Parties' market shares for  Buy-out  transaction
   in the UK for the period from 2010 to 2013 taken together would amount to approximately [20-30]%. The Parties' market  shares  for  the  years
   2010-2013 are illustrated in tables 3 and 4 below.

    Table 3. Market share information for Buy-in transactions – UK.

|Year                     |2010                     |2011                     |2012                     |2013                     |
|Rothesay                 |[30-40]%                 |[5-10]%                  |[5-10]%                  |[40-50]%                 |
|MAL                      |[5-10]%                  |[10-20]%                 |[0-5]%                   |[0-5]%                   |
|Combined                 |[30-40]%                 |[10-20]%                 |[5-10]%                  |[40-50]%                 |

   Source: Form CO.

    Table 4. Market share information for Buy-out transactions – UK.

|Year                     |2010                     |2011                     |2012                     |2013                     |
|Rothesay                 |[5-10]%                  |[30-40]%                 |[40-50]%                 |[10-20]%                 |
|MAL                      |[5-10]%                  |[10-20]%                 |[10-20]%                 |[0-5]%                   |
|Combined                 |[10-20]%                 |[40-50]%                 |[50-60]%                 |[10-20]%                 |

   Source: Form CO.

38) The Notifying Party's arguments related to the overall market for Bulk Annuity contracts also apply to each of the two sub-segments for  Buy-
   in and Buy-out transactions. Indeed, the market share data show that each of the sub-segments is more volatile than  the  overall  market  for
   Bulk Annuity contracts. The Notifying Party submits in this regard that Rothesay concluded only […] Buy-in […] in each of 2010, 2011 and 2012,
   and […] in 2013. Similarly, for Buy-out transactions Rothesay concluded […] in each of 2010 and 2011, […] in 2012 and […] in 2013.

39) Additionally, in the market for Buy-in transactions MAL's presence, and hence the market share increment brought about  by  the  Transaction,
   is particularly small at less than [0-5]%.

40) The information obtained by the Commission in the course of its market  investigation  supports  the  view  that  there  are  no  significant
   barriers to extending an offering of Buy-out transactions for an insurer active only in Buy-in or vice-versa.[22] Therefore,  competitors  and
   new entrants would be able to react timely to hypothetical unilateral price increase by Rothesay in both the  market  for  Buy-in  or  Buy-out
   transactions. In addition, as mentioned in paragraph 31, Just Retirement and Partnership are new entrants offering  both  Buy-in  and  Buy-out
   transactions.

41) Consequently, it can be concluded that the Transaction does not raise serious doubts as to its compatibility with the  internal  market  even
   at narrower level, regarding the Buy-in and Buy-out segments of the market for Bulk Annuity contracts in the UK.

       CONCLUSION

42) For the above reasons, 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.

                                        For the Commission

                                        (signed)
                                        Joaquín ALMUNIA
                                        Vice-President

-----------------------
[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]   Publication in the Official Journal of the European Union No C 089, 28.03.2014 p. 8.
[3]   The Commission authorised the  acquisition  of  joint  control  by  Goldman  Sachs  and  Blackstone  of  Rothesay  in  case  COMP/M.7044  —
      Blackstone/Goldman Sachs/Rothesay. Cambourne's stake in the share capital of Rothesay is not  controlling,  since  its  voting  rights  are
      limited regarding the adoption of strategic decisions.
[4]   Turnover calculated in accordance with Article 5 of the Merger Regulation.
[5]   Including Blackstone's and Goldman Sachs' turnover.
[6]   For instance in DBPS the benefit can be defined as 66% of the employee's final salary upon retirement for  the  remainder  of  his  or  her
      life. The actual amount is defined upon retirement.
[7]   In contrast, in Defined Contribution Pension Schemes ("DCPS") the pension plan sponsor (employer or Trustee) does not guarantee in  advance
      any particular amount of retirement benefit payments. In these schemes the retirement payments are determined by the investment performance
      of the funds accumulated in the scheme. Thus the employee bears the underlying risk and therefore de-risking transactions are not  relevant
      to DCPS.
[8]   The main types of risks carried by the corporate sponsor and the Trustees managing DBPS are: (i) investment risk (that an  investment  will
      underperform), (ii) inflation risk (that inflation will be higher than expected), (iii) interest rate risk (affecting the value  of  assets
      and pension scheme deficits), (iv) longevity risk (policyholders living longer than expected) and (v) demographic risk (the likelihood that
      upon death the member of a pension scheme leaves a spouse). Ultimately the risk consists in whether  the  DBPS  will  manage  to  meet  the
      payment commitments it has undertaken and fixed in advance vis-a-vis its members.
[9]   The issuer is usually an insurance company.
[10]  Case No COMP/M.7044 – Blackstone/Cambourne/Goldman Sachs/Rothesay, para.18.

[11]  Non-confidential reply to questions 5 and 6 of questionnaire M.7204 - Questionnaire to Competitors.

[12]  Non-confidential reply to questions 3 and 4 of questionnaire M.7204 - Questionnaire to Customers.

[13]  Non-confidential reply to questions 9 and 10 of questionnaire M.7204 – Questionnaire Competitors.

[14]  Non-confidential reply to questions 5 and 6 of questionnaire M.7204 - Questionnaire to Customers.

[15]  Case No COMP/M.6883 – Canada Life/Irish Life, para. 19; Case No COMP.M.6521  –  Talanx  International/Meiji  Yasuda  Life  Insurance/Warta,
      para. 54; Case No COMP/M.4701 – Generali/PPF Insurance Business, para. 26.

[16]  Non-confidential reply to question 8 of questionnaire M.7204 - Questionnaire to Customers.

[17]  Based on the Hyman and Roberson Market Reports (http://www.hymans.co.uk/knowledge-centre/surveys-reports.aspx)  Notifying  Party  indicates
      that in 2012 six deals accounted for nearly 50% of the total value of the market.
[18]  This is confirmed by the Hyman and Roberson Market Report Q4 2012 showing  for  instance  that  in  2012  MAL  concluded  18  Bulk  Annuity
      transactions at an average value of £19m while Rothesay had three transactions at an average value of £342m. The  different  focus  of  the
      Parties in terms of value of transactions has also been confirmed by one of the respondents to the market investigation.
[19]  Non-confidential reply to questions 11 and 11.1 of questionnaire M.7204 - Questionnaire to Customers.

[20]  Non-confidential reply to questions 13-20 of questionnaire M.7204 - Questionnaire to Customers.

[21]  Non-confidential reply to question 19 of questionnaire M.7204 – Questionnaire Competitors.

[22]  Non-confidential reply to question 15 of questionnaire M.7204 - Questionnaire to Competitors.

-----------------------
 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC)  No  139/2004
 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.

                                                                 MERGER PROCEDURE

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