CELEX: 32014M7404
Language: en
Date: 2014-11-10 00:00:00
Title: Commission Decision of 10/11/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7404 - AVIVA / BZ WBK / JVs) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 10.11.2014
                                        C(2014) 8484 final

                                        [pic][pic]

To the notifying parties:

Dear Madam(s) and/or Sir(s),

Subject:    Case M.7404 - AVIVA / BZ WBK / JVs
         Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004[1]

 1. On 17 October 2014, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation
    by which Aviva International Insurance Limited, an indirectly wholly owned subsidiary of Aviva  plc  ("Aviva",  United  Kingdom),  and  Bank
    Zachodni WBK S.A. ("BZ WBK", Poland), ultimately controlled by Banco Santander S.A. and therefore constituting part of the  Santander  group
    ("Santander", Spain), acquire within the meaning of Article 3(1)(b) of the Merger Regulation  joint  control  of  BZ  WBK-Aviva  Towarzystwo
    Ubezpieczeń na Życie S.A. and BZ WBK-Aviva Towarzystwo Ubezpieczeń Ogólnych S.A. (the "JVs", Poland), by way of purchase of shares.[2]

 2. The business activities of the undertakings concerned are:

  – Aviva is the ultimate parent company of an international insurance group that is also active in  long  term  savings  and  fund  management.
    Aviva is a public listed company in the UK and is also listed on the New York Stock Exchange.

  – BZ WBK is a bank which is listed on the Warsaw Stock Exchange with headquarters in Wrocław.

  – Santander is the parent company of an international group of banking and financial companies operating in  Europe,  the  United  States  and
    Latin America. It is active in retail banking, asset management, corporate and investment banking, treasury and insurance.

  – The JVs were established jointly by BZ WBK and Aviva, and they operate in the Polish market  for  the  underwriting  of  life  and  non-life
    insurance.

 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(c) of the Commission Notice on a simplified procedure for treatment  of  certain  concentrations  under
    Council Regulation (EC) No 139/2004.[3]

 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.

                                        For the Commission

                                        (signed)
                                        Alexander ITALIANER
                                        Director-General

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[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 381, 28.10.2014, p. 15.

[3]   OJ C 366, 14.12.2013, p. 5[pic]!+,.23>?@WX.

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                                                                  PUBLIC VERSION

                                                           SIMPLIFIED MERGER PROCEDURE