CELEX: 32021M10360
Language: en
Date: 2021-10-21 00:00:00
Title: Commission Decision of 21/10/2021 declaring a concentration to be compatible with the common market (Case No COMP/M.10360 - ASSICURAZIONI GENERALI / SOCIETÀ CATTOLICA DI ASSICURAZIONE) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                 Brussels, 21.10.2021
                                                                 C(2021) 7676 final
                                                                                   PUBLIC VERSION
                                                                   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                                                                   information omitted has been replaced by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.
                                                                 Assicurazioni Generali S.p.A.
                                                                 Piazza Duca degli Abruzzi, 2
                                                                 34132 – Trieste
                                                                 Italy
Subject:             Case M.10360 – ASSICURAZIONI GENERALI / SOCIETÀ
                     CATTOLICA DI ASSICURAZIONE
                     Commission decision pursuant to Article 6(1)(b) of Council Regulation
                     No 139/20041 and Article 57 of the Agreement on the European Economic
                     Area2
Dear Sir or Madam,
(1)       On 17 September 2021, the European Commission received notification of a
          proposed concentration pursuant to Article 4 of the Merger Regulation by which
          Assicurazioni Generali S.p.A. (“Generali”) acquires within the meaning of Article
          3(1)(b) of the Merger Regulation sole control of the whole of Società Cattolica di
          Assicurazione (“Cattolica”) (the “Transaction”)3 . Generali is designated hereinafter
          as the “Notifying Party” and, together with Cattolica, the “Parties”.
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 C390, 27.9.2021, p. 10.
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--- 1.       THE PARTIES AND THE OPERATION
(2)       Generali is the ultimate parent company of an international group of companies
          operating in the insurance and financial sectors. The Generali group is mainly active
          in Europe in the provision and distribution of both life and non-life insurance
          products, reinsurance products, assistance services, and real estate and asset
          management services.
(3)       Cattolica is primarily active in Italy –directly, or indirectly through its subsidiaries–
          in the provision and distribution of life and non-life insurance products and, to a
          marginal extent, in the provision of reinsurance, as well as ancillary and support
          activities.
(4)       The Transaction concerns the acquisition of sole control of Cattolica by Generali.
(5)       On the 31st of May 2021, Generali has publicly announced the launch of a voluntary
          public tender offer for the acquisition of all ordinary shares of Cattolica, excluding
          the shares already owned by Generali, 4 listed on the electronic stock market
          organised and managed by the Italian Stock Exchange (Borsa Italiana S.p.A.). With
          its offer, Generali intends to acquire, upon completion of the Transaction, the entire
          share capital of Cattolica.5
(6)       The Transaction is the continuation of a strategic partnership, established on 24 June
          2020, between Generali and Cattolica. 6 That partnership included the entry of
          Generali into the shareholding of Cattolica, in order, among other things, to satisfy
          the capitalisation requests made by the Italian Insurance Supervisory Authority
          (“IVASS”) to Cattolica.7 Following another request from IVASS, in January 2021,
          reiterating the need to further strengthen Cattolica’s capitalisation, Generali
          subsequently announced the launch of a public tender offer for the acquisition of all
          ordinary shares of Cattolica. As such, the Transaction aims at allowing Cattolica to
          benefit from the financial solidity, support and expertise of Generali.
(7)       The Transaction therefore constitutes a concentration pursuant to Article 3(1)(b) of
          the Merger Regulation.
4   The Transaction concerns the acquisition of 174,293,926 ordinary shares of Cattolica, namely, all the
    shares issued by Cattolica as of today but excluding the 54,054,054 shares already owned by Generali
    prior to the Transaction (26.9% of the share capital).
5   For completeness, Generali intends to acquire the entire share capital of Cattolica, or at least a
    shareholding equal to 66.67% of the share capital with voting rights, or, in any case, at least 50% plus one
    share of the share capital with voting rights of Cattolica.
6   On 24 June 2020, the Parties signed a strategic partnership agreement covering four commercial areas –
    asset management, internet of things, business health, and reinsurance – aiming at leveraging skills and
    abilities of Generali in investment management, digital innovation and health services, a nd allowing
    Cattolica to expand its offer to customers with ancillary services. The implementation of the partnership
    agreement started in the first quarter of 2021.
7   In a letter to Cattolica, IVASS highlighted the weakened solvency position of the Cattolica Group because
    of the deterioration of the financial markets following the spread of the COVID-19 pandemic, and pointed
    out to the need to take steps to increase capitalisation.
                                                              2
 ---pagebreak--- 2.        UNION DIMENSION
(8)       The undertakings concerned have a combined aggregate worldwide turnover of more
          than EUR 5 000 million (Generali: EUR 70 704 million; Cattolica: EUR 4 705
          million8 ). Each of them has an EU-wide turnover in excess of EUR 250 million,
          (Generali: EUR […]; Cattolica: EUR […]), and only one of them (Cattolica)
          achieves more than two-thirds of its aggregate EU-wide turnover within one and the
          same Member State (Italy).9 The Transaction, therefore, has an EU dimension.
3.        COMPETITIVE ASSESSMENT
3.1.      Analytical framework
(9)       Article 2 of the Merger Regulation requires the Commission to examine whether
          notified concentrations are compatible with the internal market, by assessing
          whether they would significantly impede effective competition in the internal market
          or in a substantial part of it.
(10)      In this respect, a merger may entail horizontal and/or non-horizontal effects. Non-
          horizontal effects are those deriving from a concentration where the undertakings
          concerned are active in different, but related, relevant markets.
(11)      As regards the assessment of horizontal overlaps, the Commission’s guidelines on
          the assessment of horizontal mergers under the Council Regulation on the control of
          concentrations between undertakings (the “Horizontal Merger Guidelines”) 10
          distinguish between two main ways in which mergers between actual or potential
          competitors on the same relevant market may significantly impede effective
          competition, namely non-coordinated and coordinated effects.
(12)      Non-coordinated effects may significantly impede effective competition by
          eliminating important competitive constraints on one or more firms, which
          consequently would have increased market power, without resorting to coordinated
          behaviour. In that regard, the Horizontal Merger Guidelines consider not only the
          direct loss of competition between the merging firms, but also the reduction in
          competitive pressure on non-merging firms in the same market that could be brought
          about by the merger.
(13)      As regards non-horizontal mergers, the Commission’s guidelines on the assessment
          of non-horizontal mergers under the Council Regulation on the control of
8    The Commission notes that Cattolica’s turnover does not include the turnover of IMA Italia and IMA
     Servizi (“IMA Italia Group”), which Cattolica jointly controls together with IMA France. Cattolica does
     not consolidate the turnover of these companies within its consolidated annual accounts. The Parties have
     indicated that IMA Italia Group’s turnover amounted to EUR […] in 2020, and […], of which EUR […]
     accounts for the insurance and reinsurance activities of the group (out of which about EUR […] relates to
     Cattolica) and EUR […] relates to the provision of assistance services to third parties (out of which EUR
     […] account for services provided to Cattolica).
9    For completeness, in 2020, Cattolica achieved a turnover of […] in Italy out of an EU-wide turnover of
     […].
10 Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of
     concentrations between undertakings, OJ C 31, 05.02.2004, p.5-18.
                                                           3
 ---pagebreak---           concentrations between undertakings (the “Non-Horizontal Merger Guidelines”)11
          distinguish between two broad types of such mergers: vertical and conglomerate
          mergers. Vertical mergers involve companies operating at different levels of the
          supply chain.12 Conglomerate mergers are mergers between firms that are in a
          relationship, which is neither horizontal (as competitors in the same relevant market)
          nor vertical (as suppliers or customers). 13
(14)      A case where a merger entails both horizontal and non-horizontal effects may for
          instance be when the merging firms are not only in a vertical or conglomerate
          relationship, but are also actual or potential competitors of each other in one or more
          of the relevant markets concerned. In such a case, the Commission will appraise
          horizontal, vertical and/or conglomerate effects in accordance with the guidance set
          out in the relevant notices.14
3.2.      Introduction
(15)      The insurance industry provides financial protection to individuals, companies and
          government entities when certain specified events occur. This protection is referred
          to as insurance cover and an event against which a party seeks protection is referred
          to as the risk. Companies known as insurance carriers or insurers typically provide
          the insurance cover. In relation to insurance, the Commission identified three broad
          categories of insurance products: life insurance, non-life insurance, and reinsurance,
          which can be distinguished within each of insurance provision (upstream) and
          insurance distribution (downstream).
(16)      Generali and Cattolica are both active in Italy, primarily in the provision and
          distribution of insurance, both non-life and life, and reinsurance products, and in the
          provision of services that are ancillary to insurance.
(17)      As a result, the Transaction gives rise to a number of horizontal and vertical effects,
          which will be assessed in section 3.3 and 3.4, respectively. For ease of reference, the
          Commission will first focus on each horizontally affected market and/or segment,
          with the market definition and the competitive assessment for each market set out in
          a single section. An assessment of all vertical links will follow, including a market
          definition for those markets which were not touched upon in the previous section.
3.3.      Assessment of horizontal effects
(18)      The Transaction gives rise to the following horizontally affected markets:15
             i)    the overall market for the provision of non-life insurance in Italy, as well
                   as some plausible narrower sub-segments according to the underlying risk
11   Guidelines on the assessment of non-horizontal mergers under the Council Regulation on the control of
     concentrations between undertakings, OJ C 265, 18.10.2008, p.6-25.
12   Non-Horizontal Merger Guidelines, recital 4.
13   Non-Horizontal Merger Guidelines, recital 5.
14   Non-Horizontal Merger Guidelines, recital 7.
15   For completeness, the Commission notes that the Parties’ activities also overlap in the provision of (i)
     reinsurance products and (ii) real estate services, […]. Nevertheless, in light of the fact that the combined
     market shares of the Parties do not exceed 20% under any plausible product or geographic market or sub -
     segment considered, these two markets and potential sub -segments will not be assessed any further for th e
     purposes of the present decision.
                                                            4
 ---pagebreak---                    type, namely accidents, sickness, fire and natural forces, other damage to
                   property, general liability, miscellaneous financial loss, legal expenses,
                   assistance and Maritime, Aviation and Transport (“MAT”);16 ,17
            ii)    several plausible narrower sub-segments of the market for the provision
                   of life insurance in Italy, according to the underlying risk type, namely
                   human life, sickness, capitalization and retirement funds;18
           iii)    the overall markets for the distribution of (i) non-life 19 and (ii) life 20
                   insurance products in Italy;21
           iv)     the market for the provision of assistance services; and
            v)     the market for the provision of health insurance management services.
3.3.1. Provision of non-life insurance products
(19)      Non-life insurance is any insurance that is not related to life insurance. General
          insurance, property insurance, casualty insurance, motor, fire, transport, health,
          general civil liability, litigation, working accidents, credit insurance are some
          examples of non-life insurance. People, legal liabilities, properties, inter alia, are
16  The Commission notes that the “MAT” market and a number of sub -segments, would be affected at
    national level (Italy). This is the case for the “MAT” sub -segments, namely aviation insurance, maritime
    insurance and transportation insurance, as well as for the segmentations defined according to Italian
    insurance regulatory law, namely Railway rolling stock (Risk Class 4), Aircraft (Risk Class 5), Ships
    (Risk Class 6), Good in transit (Risk Class 7) and Aircraft liability (Risk Class 11).
17  The Commission also considered some further plausible narrower segmentations within the product
    markets for the provision of non-life insurance products, according to the type of customers involved
    (individual and group customers), which has a particular relevance for some specific lines, namely
    Accidents (Risk Class 1), Sickness (Risk Class 2), Land vehicles (Risk Class 3) and Motor Vehicle
    liability (Risk Class 4). Should such segmentation be considered, the Transaction would give rise to two
    additional affected markets, namely Accidents for group customers and Sickness for individual customers.
    Finally, with respect to the possible segmentation between large vehicles and automobile / small
    commercial vehicles, the Commission notes that this segmentation would only give rise to one additional
    minor affected segment, i.e. the provision of third party liability insurance (Risk Class 10) for large
    vehicles.
18  The Commission also considered some further plausible narrower segmentations within the product
    markets for the provision of life insurance products, according to the type of customers involved
    (individual and group customers). Should such segmentation be considered relevant, the Transaction
    would give rise to five additional affected markets, namely Human life for individual customers, Human
    life for group customers, Sickness for individual customers, Capitalisation for group customers and
    Retirement funds for group customers .
19  The Commission also considered some further plausible narrower segmentations within the product
    markets for the distribution of non-life insurance products according to the type of distribution (direct
    sales and outward distribution) and notes that, should these segmentations be cons idered, the Parties’
    combined market shares would exceed 20% on all potential segments.
20  The Commission also considered some further plausible narrower segmentations within the product
    markets for the distribution of life insurance products according to the type of distribution (direct sales and
    outward distribution) and notes that, should these segmentations be considered, the Parties’ combined
    market shares would exceed 20% with respect to direct, and overall sales.
21  The Parties submit that the life and non-life distribution markets are at least national in scope. The
    Commission however notes that, should a regional or narrower scope be considered (i.e. at the level of
    Italian regions or provinces, in compliance with the approach taken in some cases), the Parties’ combined
    market shares would exceed 20% on a number of segments.
                                                            5
 ---pagebreak---          covered under a non-life insurance policy, which is aimed at compensating the
         insured for the loss incurred from a specific financial event.
3.3.1.1. Product market definition
Notifying Party’s view
(20)     The Notifying Party submits that the exact product market for provision of non-life
         insurance can be left open, as the Transaction does not raise serious doubts as to its
         compatibility with the internal market under any plausible market definition. For
         completeness, the Notifying Party provides, in compliance with the Commission and
         the Italian Competition Authority’s (“ICA”) previous decisional practice,22 a
         competitive assessment with respect to the overall market for non-life insurance, as
         well as for each of the 18 categories defined in non-life insurance regulatory law in
         Italy.23 The 18 categories are defined as follow: accident, sickness, land vehicles,
         railway rolling stock, aircraft, ships, goods in transit, fire an natural forces, other
         damages to property, motor vehicle liability, aircraft liability, liability for ships,
         general liability, credit, suretyship, miscellaneous financial loss, legal expenses and
         assistance.
Commission’s assessment
(21)     In its prior practice, the Commission considered that non-life insurance could be
         divided into as many different product markets as there are types of risks to insure. 24
         More specifically, the Commission has distinguished between the following
         segments: (i) accident and sickness, (ii) motor vehicle, 25 (iii) property, (iv) liability,
         (v) marine, aviation and transport (“MAT”), (vi) credit and suretyship, (vii) travel,
         (viii) cargo, (ix) specialty and (x) aerospace. 26
(22)     Moreover, in its past decisional practice, the Commission has considered several
         alternative segmentations of the non-life insurance market, and, in particular,
         envisaged to further segment the market based on the applicable national insurance
         classification, as well as between individual and group customers.27
22  ICA decision n. 26413 of 7 February 2017, C12079 – Società Reale Mutua di Assicurazioni /Uniqa
    Assicurazioni; and ICA decision n. 23678 of 19 June 2012, C11524 – Unipol Gruppo Finanziario/Unipol
    Assicurazioni – Premafin Finanziaria – Fondiaria SAI – Milano Assicurazioni; M.2343 – Toro
    Assicurazioni/Lloyd Italico.
23  Article 2.3 of Legislative Decree n. 209/2005.
24  M.9056 – Generali CEE/AS; M.8905 – AXA Group/Roland; M.8617 – Allianz/LV general insurance
    businesses, M.8257 – NN Group/Delta Lloyd; M.9531 – Assicurazioni Generali/Seguradoras
    Unidas/Advancecare.
25  The Commission considered further segmenting the motor vehicle insurance market between (i) third
    party liability (“TPL”) motor insurance, and (ii) non-TPL (or “Casco”) insurance. See M.6521 – Talanx
    International/Meiji Yasuda Life Insurance/Warta ; M.4701 – Generali/PPF Insurance business and
    M.4284 – AXA/Winterthur. The Commission also considered segmenting the motor vehicle insurance
    market between (i) large vehicle (e.g. trucks and buses) insurance, and (ii) automobile and/or small
    commercial vehicle insurance. See M.6521 – Talanx International/Meiji Yasuda Life Insurance/Warta .
26  M.9531 – Assicurazioni Generali/Seguradoras unidas/Advancecare; M.9056 – Generali CEE/AS.
27  M.1712 – Generali/INA; M.6649 – Allianz/Insurance Portfolio and Brokerage Services of Gan
    Eurocourtage; M. 9056 – Generali CEE / AS.
                                                          6
 ---pagebreak--- (23)    In this respect, the Commission notes that, in Italy, ICA has also considered a
        segmentation according to the type of risks insured in its previous decisional
        practice.28
(24)    Regarding the relevance of a product market distinguishing among the various
        underlying risk classes, in the present case, the market investigation results are
        mixed. While a number of customers indicated that competition takes place at the
        overall level of non-life insurance since the main insurers active in the market are
        present across all risk classes, an equal number of customers considered that
        competition occurs at the level of individual risk classes. On the side of competitors,
        a slight majority also supported a segmentation of the market for the provision of
        non-life insurance products according to the type of risk covered.29
(25)    Likewise, as regards a possible market segmentation by customer type, i.e.
        individual customers and group customers, the results of the market investigation are
        also mixed. A majority of competitors considered that selling non-life insurance
        products to individuals and group customers are different activities, while
        acknowledging at the same time that most insurers are able to offer non-life
        insurance products to both types of customers. For instance, one competitor
        indicated that both the provision of insurance products to individuals and to
        companies involve the implementation of IT platforms and specific actuarial and
        management models. The same competitor noted that the value chain is largely the
        same for both individuals and corporations and almost all insurers are able to offer
        insurance products to both individuals and group customers.30 The majority of
        customers considered that insurers who provide non-life insurance products to
        individuals are capable to compete with those insurers providing non-life insurance
        products to group customers.31
(26)    In any event, the exact product market definition for the provision of non-life
        insurance can be left open, as the Transaction does not raise any serious doubts as to
        its compatibility with the internal market under any plausible market definition.
3.3.1.2. Geographic market definition
Notifying Party’s view
(27)    The Notifying Party considers that the geographic scope of the market for the
        provision of non-life insurance and relative segments should be national in scope,
        except for the risk classes mentioned below.
(28)    The Notifying Party argues that the geographic market of some risks, such as MAT
        insurance or insurance for large commercial, industrial and environmental risks,
        should be considered to be at least EEA-wide in scope. In particular, the Notifying
        Party submits that the segments concerning the following categories defined of non-
        life insurance regulatory law in Italy should be considered EEA-wide in scope:
        railway rolling stock, aircraft, ships, goods in transit, aircraft liability and liability
28  ICA decision C12250 – Eurovita/Pramerica; and ICA decision C12194 – Crédit Agricole
    Assurances/Global Assicurazioni.
29 Questionnaire 1 to Competitors, question 16 and Questionnaire 2 to Customers, question 20.
30 Questionnaire 1 to Competitors, question 17.
31 Questionnaire 2 to Customers, question 21.
                                                       7
 ---pagebreak---          for ships. The Notifying Party submits that there are no national distribution
         channels since distribution channels for these risk classes are primarily organised at
         international level and sold via tenders or international brokers.
Commission’s assessment
(29)     Regarding the provision of non-life insurance market and its segments, in its prior
         practice the Commission considered that they are generally national in scope. Within
         non-life insurance, the Commission has however found that the insurance of certain
         risks, including MAT insurance and generally large risk insurance, or so-called
         speciality insurance, is most likely to be at least EEA-wide in scope, due to the fact
         that certain business activities require coverage exceeding national borders. 32
(30)     The market investigation revealed that the majority of competitors consider that
         competition takes place at national level. For some risk classes, such as railway
         rolling stock, aircraft, ships, goods in transit, aircraft liability and liability for ships,
         a number of competitors responded that the scope of this market might be wider, i.e.,
         at least, EEA-wide. For instance, one competitor stated that competition among
         insurers generally takes place at the national level for almost all risk classes, with
         some exceptions and mentions Maritime insurance as an example.33
(31)     Customers indicated that, for almost all risk classes, competition takes place at
         national level. Customers’ views in relation to those risk classes falling under MAT
         insurance are not particularly conclusive. 34
(32)     In any event, the exact geographic market definition for the provision of non-life
         insurance can be left open in this case, as the Transaction does not raise serious
         doubts as to its compatibility with the internal market under any market definition.
3.3.1.3. Competitive assessment
(33)     The Parties’ combined market shares in the main horizontally affected markets and
         segments for the provision of non-life insurance products are presented below. 35
32  M.9531 – Assicurazioni Generali/Seguradoras unidas/Advancecare; M.9056 – Generali CEE/AS.
33  Questionnaire 1 to Competitors, question 18.
34 Questionnaire 2 to Customers, question 22.
35 There is a number of segments where the Transaction gives rise to horizontal overlaps but they do not
    result affected. Consequently, these segments are not listed in Table 1 and will not be analysed in the
    competitive assessment. These segments are: land vehicles (17.55% combined market share, with an
    increment of 4.58%-point brought by Cattolica); motor vehicle liability (18.52% combined market share,
    with an increment of 6.70%-point brought by Cattolica); credit (0.15% combined market share, with an
    increment of 0.02%-point brought by Cattolica); suretyship (14.52% combined market share, with an
    increment of 3.96%-point brought by Cattolica); and liability for ships (14.3%, with an increment of
    3.39%-point brought by Cattolica).
                                                       8
 ---pagebreak---  ---pagebreak--- Source: Form CO.
Notifying Party’s view
(34)     The Notifying Party argues that, in the overall market for the provision of non-life
         insurance products, the merged entity will hold a market share well below 30% and
         will be closely followed by other strong suppliers, such as Unipol, Allianz, Reale
         Mutua Assicurazioni, and AXA. According to the Notifying Party, the competitive
         assessment is largely the same across all risk classes falling under the provision of
         non-life insurance products.
(35)     As regards MAT insurance, the Notifying Party submits that, as already mentioned
         above, this market should be wider than national and, at least, EEA-wide. The
         Notifying Party puts forward that, should a wider geographic scope of the market for
         MAT insurance be considered, there would be no affected markets. The Notifying
         Party argues that this segment, as well as its potential sub-segments, would be
         particularly small in Italy, since around [70-80]% of all MAT premiums written in
         Europe are written in the UK, further pointing towards a broader scope of the
         relevant market.40
Commission’s assessment
(36)     Considering that the Parties’ combined market shares remain moderate on each
         given segment, corresponding to the underlying risk classes, and the market
         investigation results did not suggest the existence of significant differences in the
         competitive dynamics across segments, the Commission will provide, in Section A
         below, an overall assessment encompassing all risk classes falling under the
         provision of non-life insurance products.
(37)     A separate section (Section B) will be dedicated to the individual risk classes falling
         under MAT insurance, considering that, at national level, the Parties’ combined
         market shares in these segments are higher and a separate competitive assessment is
         warranted.
         (A)          Provision of non-life insurance products
(38)     Excluding the risk classes falling under MAT insurance, which will be assessed
         separately below, as regards the provision of non-life insurance, the Parties’
         combined market share is above 20% in the overall market for the provision of non-
         life insurance products in Italy (20.94%) and in the following segments in Italy: (i)
         accidents (22.17%); (ii) sickness (24.57%); (iii) fire and natural forces (25.67%);
         (iv) other damage to property (27.13%); (v) general liability (21.62%); (vi)
         miscellaneous financial loss (20.04%); (vii) legal expenses (20.27%); and (viii)
         assistance (20.11%).
39  Aircraft insurance covers damage or loss to the aircraft, including its machinery and equipment, whereas
    aircraft liability insurance covers legal liability vis-à-vis any third party due to negligence related to the
    aircraft’s operations or the actions of the crew.
40 According          to     the    statistics    published       by    Insurance      Europe,    available     at
    https://www.insuranceeurope.eu/statistics .
                                                             10
 ---pagebreak--- (39)   In the overall market for the provision of non-life insurance products in Italy, as well
       as across the various segments identified above, the Parties’ combined market shares
       will remain moderate and below 30%. Moreover, the increment brought by Cattolica
       across these segments will be between 4-7%-point.
(40)   Post-Transaction, the merged entity will continue to face competition from various
       market players, such as Unipol (20.52%), Allianz (12.66%), Reale Mutua
       Assicurazioni (6.05%), or AXA (5.74%). Both customers and competitors have
       consistently mentioned these companies as credible competitors in response to the
       market investigation.41 Additionally, the majority of both customers and competitors
       indicated that these players exercise competitive pressure on the Parties. 42
(41)   The market investigation indicated that, generally, Generali and Cattolica compete
       closely but that a number of other players are competing equally closely with the
       Parties.43 For example, one customer indicated that there is a sufficient number of
       insurers operating in the Italian market for the provision of non-life insurance
       products and, among those, Cattolica should not be considered as a close competitor
       to Generali, while other companies such as Unipol, Allianz, Reale Mutua
       Assicurazioni, should be considered as closer competitors. Depending on the risk
       class, the same customer observes that other players can also be considered as being
       particularly close competitors to Generali, in comparison with Cattolica: Axa, Swiss
       RE, Chubb, AIG (American International Group), Allianz, COFACE, Atradius, and
       Elba Assicurazioni S.p.A..44
(42)   Furthermore, the market investigation indicated that customers would face no
       significant difficulties to switch to other insurance providers and that switching is
       relatively easy and can be done in a timely fashion.45
(43)   Considering the overall market for the provision of non-life insurance products and
       the various risk segments, a majority of customers and competitors indicated that,
       post-Transaction, a sufficient number of suppliers would remain in the market. For
       instance, one competitor stated that the market for the provision of non-life
       insurance products is quite fragmented, despite the presence of some big players,
       such as Unipol. One customer confirmed that, post-Transaction, competition levels
       will not change.46
(44)   Moreover, the majority of customers and competitors replied that the impact of the
       Transaction on the market will be neutral both considering the overall market for the
       provision of non-life insurance products as well as on the individual potential risk
       classes (accidents, sickness, fire and natural forces, other damage to property,
       general liability, miscellaneous financial loss, legal expenses, and assistance).47
41  Questionnaire 1 to Competitors, question 20 and Questionnaire 2 to Customers, question 24.
42  Questionnaire 1 to Competitors, question 21 and Questionnaire 2 to Custo mers, question 25.
43  Questionnaire 1 to Competitors, question 25 and Questionnaire 2 to Customers, question 28.
44  Questionnaire 2 to Customers, question 28.
45  Questionnaire 2 to Customers, question 29.
46  Questionnaire 1 to Competitors, question 26 and Questionnaire 2 to Customers, question 31.
47  Questionnaire 1 to Competitors, question 27 and Questionnaire 2 to Customers, question 32.
                                                       11
 ---pagebreak---          (B)        MAT
(45)     Regarding MAT insurance, the Parties’ combined market shares in Italy, across the
         various segments, would amount to 74.6% for railway rolling stock, 37.4% for
         aircraft, 30.44% for ships, 26.99% for goods in transit, and 48.29% for aircraft
         liability.48
(46)     The Commission notes that, in line with its prior practice, the geographic scope of a
         number of non-life insurance risks, such as MAT insurance, is most likely to be
         wider than national in scope, due to the fact that certain business activities require
         coverage exceeding national borders. Considering the geographic scope of these
         segments as wider than national, the Parties’ combined market shares would be
         below 20% in each of Maritime ([5-10]% at EEA-wide level), Aviation ([0-5]% at
         worldwide level49 ), and Transport ([5-10]% at EEA-wide level).50 A wider than
         national geographic market definition is also supported by the Notifying Party’s
         arguments, indicating that the vast majority of its customers select their insurance
         provider through a tender process which is frequently organized at EEA level or
         through an international broker. Moreover, the insurance coverage granted covers all
         geographic areas where the client is active, regardless of the country where it is
         located and of the beginning or the end of a given transport route. Customers and
         competitors who responded to the market investigation also indicated that
         international players – such as Lloyd’s, Allianz, Swiss RE, and Chubb – exercise
         strong competitive pressure on the Parties. 51
(47)     Hence, should a geographic scope wider than national be considered for those
         segments falling under MAT insurance, there would be no affected markets.
(48)     Even if a national market for those segments falling under MAT insurance is to be
         considered – which would not be fully in line with the Commission’s past practice –
         the Transaction would not appear to raise serious doubts regarding its compatibility
         with the internal market, for the following reasons:
             i)    In the segments for aircraft and aircraft liability in Italy, where the Parties’
                   combined market shares would amount to 37.4% and 48.29%, respectively,
                   the increment brought by Cattolica would be below 1%-point, i.e., 0.81%-
                   point and 0.47%-point, respectively;
48  These risk classes identified by the Italian regulatory framework can be reconciled with the MAT category
    identified by the Commission in its previous decisions; more specifically, Maritime would comprise the
    categories ships and liability for ships, Aviation would comprise the categories aircraft liability and
    aircraft, and Transport would comprise the categories railway rolling stock and goods in transit.
49 Due to the absence of any reliable estimates on the total market size for aviation on an EEA -wide level,
    the Notifying Party was only able to provide estimated market shares on the worldwide level which, in
    any event, would be in line with the Commission’s past decisions.
50 The Notifying Party submits that there are no reliable estimates on the total market size for those segments
    identified within the Italian regulatory framework (such as railway rolling stock) on an EEA-wide level.
    Therefore, at EEA-wide level, the Notifying Party was only able to provide estimated market shares for
    the categories identified also in the Commission’s past practice (such as Transport and Maritime) which,
    in any event, would be in line with the Commission’s previous decisions.
51 Questionnaire 1 to Competitors, question 20 and Questionnaire 2 to Customers, question 24.
                                                           12
 ---pagebreak---             ii)   In the segment for goods in transit, the Parties’ combined market share
                  would remain below 30% (26.99%) and the increment brought by Cattolica
                  is negligible, i.e., 2.28%-point;
           iii)   In the segment for ships, the Parties’ combined market share would be just
                  above 30% (30.44%) and the increment brought by Cattolica is moderate,
                  i.e., 7.11%-point;
           iv)    Finally, in the segment for railway rolling stock, where the Parties’
                  combined market share would amount to 74.6% and the increment brought
                  by Cattolica is of 15.28%-point, the Commission notes that Cattolica’s
                  market share is based on the […] customers Cattolica has in the railway
                  rolling stock segment in Italy52 . These […]. While the coverage of […] of
                  these customers’ contracts is wider than national, i.e., at least European, the
                  other customers are small regional players, whose insurance policies values
                  are quite limited, making it inefficient for them to source these policies from
                  multiple insurers at the same time. Similarly, Generali’s market share in
                  Italy is largely based on […] big clients, which in 2020 represented about
                  […] of Generali’s overall premiums in railway rolling stock in Italy. 53 Based
                  on the Notifying Party’s market knowledge, […] clients ([…]) multi-source
                  their railway rolling stock insurance needs from Generali and […], whereas
                  […] customer ([…]) is sourced by Generali at […].54 These clients would
                  unlikely consider switching to Cattolica as a potential provider, as the
                  geographic coverage of their contracts is, at least, EEA-wide (if not global in
                  certain instances) and Cattolica would not be able to compete closely with
                  Generali on the EEA-wide level. Additionally, as these […] customers
                  represent the large majority of Generali’s premiums in this segment, they
                  exert a sufficient degree of buyer power over Generali. The Commission
                  also notes that the most important insurance railway rolling stock contracts
                  for Generali in Italy are awarded through EEA-wide tenders or through
                  international brokers and the insurance coverage offered by Generali and by
                  insurers, in the framework of railway rolling stock insurance contracts, has a
                  scope that covers all the geographic areas where the client is active, beyond
                  the country where it is located. By way of example, […].
(49)     The same conclusions made above regarding the number of suppliers remaining in
         the market post-Transaction and the neutral impact of the Transaction apply to the
         individual risk classes falling under MAT insurance. In particular, the market
         investigation indicated that, generally, Generali and Cattolica compete closely but
         that a number of other players are competing equally closely with the Parties. 55 With
         specific reference to the segment for railway rolling stock, customers and
         competitors mentioned Unipol, Chubb, Allianz, and Lloyd’s56 as particularly close
52  […].
53  […].
54 Notifying Party’s reply to RFI 6, question 1.
55 Questionnaire 1 to Competitors, question 25 and Questionnaire 2 to Customers, question 28.
56 The Notifying Party provided market shares for competitors in Italy for the category of Transport,
    comprising both railway rolling stock and goods in transit. Based on these market shares, in 2020, Chub b
    holds a market share of [10-20]%, Unipol of [10-20]%, AXA of [10-20]%, Allianz of [5-10]%, and
    Lloyd’s of [5-10]%. On the segment for Transport in Italy, Generali would hold a market share of [20-
    30]% and Cattolica of [0-5]%. Considering the potential segment for railway rolling stock in Italy, in
                                                        13
 ---pagebreak---         competitors to Generali rather than Cattolica. 57 Furthermore, the market
        investigation indicated that customers would face no significant difficulties to switch
        to other insurance providers and that switching is relatively easy and can be done in
        a timely fashion.58 Considering the various risk segments falling under MAT
        insurance, a majority of customers and competitors indicated that, post-Transaction,
        a sufficient number of suppliers would remain in the market. 59 Finally, the majority
        of customers and competitors replied that the impact of the Transaction on the
        market will be neutral both considering, more generally, the segments falling under
        MAT insurance and, more specifically, railway rolling stock insurance. 60
3.3.1.4. Conclusion
(50)    In light of the above, the Commission concludes that the Transaction does not give
        rise to serious doubts as to its compatibility with the internal market as regards the
        various possible relevant markets for the provision of non-life insurance.
3.3.2. Provision of life insurance products
(51)    Life insurance typically involves an insurer providing protection in the event of the
        policyholders’ death or serious illness.
3.3.2.1. Product market definition
Notifying Party’s view
(52)    The Notifying Party submits that it is appropriate to consider an overall market for
        the provision of life insurance products. According to the Notifying Party, it is not
        warranted to sub-segment the market for the provision of life insurance as the top
        life insurers in Italy are authorised to provide life insurance in practically all
        insurance classes and actually were active in all those classes in 2020, so that the
        competitive landscape is relatively homogeneous across all life insurance classes.
Commission’s assessment
(53)    In its past decisional practice, the Commission has considered that the market for the
        provision of life insurance could be further segmented according to the type of risk
        covered or the purpose served by the product and, in this respect, further
        distinguished between: (i) pure risk protection products; (ii) savings and investment
        products and (iii) pension products.61
(54)    Similar to non-life insurance, the Commission has also envisaged to further segment
        the market based on the applicable national insurance classification. 62 In this respect,
    2020, Unipol would have a market share of 11.20%, Allianz of 8.92%, and Le Assicurazioni di Roma of
    3.06%. The Notifying Party was unable to provide market share data for competitors for the category of
    Transport on the EEA-wide level.
57  Questionnaire 1 to Competitors, question 20 and Questionnaire 2 to Customers, question 24.
58  Questionnaire 2 to Customers, question 29.
59  Questionnaire 1 to Competitors, question 26 and Questionnaire 2 to Customers, questio n 31.
60  Questionnaire 1 to Competitors, question 27 and Questionnaire 2 to Customers, question 32.
61  M.4701 – Generali/PPF Insurance business and M.6521 – Talanx International/Meiji Yasuda Life
    Insurance/Warta.
62  M.9796 – UNIQA / AXA (insurance, asset management and pensions - Czechia, Poland and Slovakia).
                                                       14
 ---pagebreak---           the Italian regulatory framework defines five main risk classes relevant for life
          insurance: human life (“ramo vita umana - Ramo Vita I”), investment funds (“ramo
          fondi di investimento - Ramo Vita III”), sickness (“ramo malattia - Ramo Vita IV”),
          capitalisation (“ramo capitalizzazione - Ramo Vita V”), and retirement funds (“ramo
          fondi pensione - Ramo Vita VI”).63
(55)      In addition, the Commission has considered a possible segmentation of these product
          markets between group and individual products. 64
(56)      In the present case, the results of the market investigation provided mixed results on
          the appropriateness to further segment the market for the provision of life insurance
          according to the underlying risk types being insured. While competitors confirmed
          that a sub-segmentation per risk class could be relevant since, in their view, it is at
          that level that competition takes place and that the identity of suppliers tends to vary
          according to the underlying risk types, customers, however, indicated that almost all
          insurers are capable of providing all life insurance products across risk classes. 65
(57)      As to the possibility for a sub-segmentation by customer type, the market
          investigation results are inconclusive, as only a slight majority of customers consider
          that there is no significant difference between the provision of life insurance
          products to individuals, as opposed to group customers.66
(58)      In any event, the precise definition of the product market for the provision of life
          insurance products can be left open, as the Transaction does not raise any serious
          doubts as to its compatibility with the internal market concerning life insurance
          provision, or any other plausible segment previously envisaged by the Commission.
3.3.2.2. Geographic market definition
Notifying Party’s view
(59)      The Notifying Party submits that the geographic scope of the market should be
          considered as national, and that it is not necessary to further segment the market,
          considering that Cattolica provides life insurance products across the whole of Italy.
Commission’s assessment
(60)      The Commission previously considered the geographic market for the provision of
          life insurance and its respective segments to be national in scope. 67
(61)      The results of the market investigation confirmed the Commission’s past decisional
          practice, by indicating that a national scope is the appropriate geographic market for
63  On the basis of the information provided by the Parties relying on a report of IVASS of 2019, the
    provision of life insurance relating to marriage and natality (“Ramo Vita II”) was non-existent in 2019.
    Accordingly, this category will not be considered any further for the purposes of the present decision.
64  M.5075 – Vienna Insurance Group/EBV and M.4701 – Generali/PPF Insurance business.
65  Questionnaire 1 to Competitors, question 5; Questionnaire 2 to Customers for provision of life and non-
    life insurance products, question 6.
66  Questionnaire 1 to Competitors, question 6; Questionnaire 2 to Customers for provision of life and non -
    life insurance products, question 7.
67  M.4701 – Generali/PPF Insurance business and M.6521 – Talanx International/Meiji Yasuda Life
    Insurance/Warta.
                                                         15
 ---pagebreak---  ---pagebreak--- Notifying Party’s view
(65)    The Notifying Party argues that the Transaction is unlikely to create a significant
        impediment of effective competition in relation to the provision of life insurance.
        While the Notifying Party acknowledges that Generali is a sizeable competitor on
        the market, they submit that Cattolica is a small player, so that post-Transaction the
        size of the merged entity is not going to be significantly different of that of Generali
        today. Furthermore, the Notifying Party submits that the Merged Entity will also
        face the competition of a number of strong players.
Commission’s assessment
(66)    For the purposes of its competitive assessment, the Commission will first assess the
        Transaction on the overall market and main plausible segments according to the
        relevant underlying risks (section (A)), and further consider, for completeness, the
        competitive dynamics on additional plausible sub-segments within the main
        segments previously identified according to the type of customer served, i.e.
        individual or group customers (section (B)).
        (A)        Provision of life insurance products and segments according to the
                   underlying risk
(67)    Overall, the Parties’ combined market share on the market for the provision of life
        insurance products does not give rise to an affected market, as it does not exceed
        20%. On four main segments and five additional sub-segments, however, the
        Parties’ combined market share give rise to affected markets and vary greatly
        depending on the segment. Despite these differences, the Commission considers that
        the impact of the Transaction is likely to be similar, in light, notably, of Cattolica’s
        small size across segments, as set out below.
(68)    On the segments for the provision of life insurance relating to human life and
        capitalisation, the Parties’ combined shares are moderate and remain below 30%, i.e.
        24.14% combined for human life and 26.35% for capitalisation. On the two other
        segments, the Parties’ combined shares are higher, amounting to 47.17% for life
        insurance relating to retirements funds and 59.41% for life insurance relating to
        sickness.
(69)    On the four main segments considered, the Commission observes that the increment
        brought by Cattolica is negligible, as it remains below 3%-point or even below
        1.05%-point for segments where the combined market share exceeds 30%.
        Accordingly, based on the information provided by the Parties, on all four segments
        considered, the HHI levels post-Transaction are either between 1000 and 2000, with
        a delta below 250 (even 150 in some instances), or above 2000, with a delta below
        150.73
73  Pursuant to paragraph 20 of the Horizontal Merger Guidelines, “the Commission is also unlikely to
    identify horizontal competition concerns in a merger with a post-merger HHI between 1000 and 2000 and
    a delta below 250, or a merger with a post-merger HHI above 2000 and a delta below 150”.
                                                         17
 ---pagebreak---  ---pagebreak--- (76)    As to the other three sub-segments considered, i.e. the provision of life insurance to
        (i) individual customers relating to sickness, (ii) group customers relating to
        capitalisation and (iv) group customers relating to retirement funds, while the market
        shares range between 50 and 60%, the increment brought by Cattolica is very minor
        and does not exceed [0-5]%-point.
(77)    Similarly to the situation on the main segments assessed in section (A) above, the
        Commission notes that Cattolica’s activities in non-life insurance are relatively
        limited and that the market shares levels primarily derive from Generali’s position
        on the market. In this respect, the results of the market investigation clearly
        highlighted the competitiveness of the overall market, segments and sub-segments.78
(78)    Furthermore, the market share levels on these sub-segments also reflect a positioning
        of the Parties on one sub-segment or the other (individual or customers), while the
        results of the market investigation provided some indications that competitors are
        able to serve both types of customers. In the course of the market investigation a
        competitor highlighted for example that most insurers are today well equipped to
        serve individuals and group customers equally, notably because the value chain is
        very similar (e.g. the operational circuit for after sales and claims is similar, and both
        require the implementation of IT platforms and specific actuarial and management
        models). A majority of customers also indicated that players providing insurance
        products to individuals compete with players providing insurance products to group
        customers.79
3.3.2.4. Conclusion
(79)    In view of the elements set out above, the Commission considers that the
        Transaction does not raise serious doubts as to its compatibility with the internal
        market on the market for the provision of life insurance in Italy, nor on any other
        plausible narrower segments or sub-segments identified.
3.3.3. Distribution of non-life and life insurance products
(80)    Insurance distribution refers to the activity of selling, proposing to sell, advising on
        or preparing, in any other way, the conclusion of insurance contracts. It also covers
        the sale of insurance products through websites, including comparison websites if
        they allow concluding an insurance contract.
3.3.3.1. Product market definition
Notifying Party’s view
(81)    The Notifying Party submits that, for the purpose of the present case, the exact
        product market for the distribution of insurance products can be left open, as the
        Transaction does not raise serious doubts as to its compatibility with the internal
        market under any plausible market definition identified.
78  Questionnaire 1 to Competitors, questions 8-9; Questionnaire 2 to Customers for provision of life and
    non-life insurance products, question 9.
79 Questionnaire 2 to Customers for provision of life and non -life insurance products, question 7.
                                                        19
 ---pagebreak--- Commission’s assessment
(82)    In its previous decisions, the Commission has identified a downstream market for
        the distribution of insurance products, which involves the procurement of insurance
        cover for individual and corporate customers through different distribution channels,
        whether comprised of direct writers, tied agents or intermediaries such as banks,
        brokers, and financial promoters.80
(83)    Within the market for insurance distribution, the Commission considered that a
        distinction could be made between the distribution of non-life and life insurance
        products.81
(84)    Furthermore, while the Commission has left open the question of whether the
        markets for the distribution of life and non-life insurance include exclusively third-
        party outward insurance distribution channels (e.g., agents and banks) or whether it
        should also comprise direct sales forces, 82 with respect to the distribution of non-life
        insurance through brokers, the Commission has considered distinct markets from the
        other types of distribution, in view of the specificities of the services provided by
        such brokers.83
(85)    The market investigation results confirmed the Commission’s previous findings,
        according to which a distinction should be drawn between distribution of life
        insurance products and distribution of non-life insurance products. The market
        investigation, moreover, supported a segmentation of the market for the distribution
        of insurance products by distribution channels, distinguishing between direct sales
        and outward distribution channels. With respect to the distribution of life insurance
        products, specifically, one competitor indicated that direct sales and outward
        distribution channels, encompassing agents, banks, post offices, financial promoters,
        should not be seen as substitutable, since the distribution of life insurance products is
        an activity implying consultation skills, aimed at identifying the best product to
        fulfill customers’ needs.84
(86)    In any event, the exact product market definition for the distribution of insurance
        products – both life and non-life – can be left open, as the Transaction does not raise
        any serious doubts as to its compatibility with the internal market under any
        plausible market definition.
3.3.3.2. Geographic market definition
Notifying Party’s view
(87)    The Notifying Party argues that the distribution of insurance products has at least a
        national geographic dimension, in view of a number of elements: the existence of
80  M.6957 – IF P&C / Topdanmark ; M.6053 – CVC / Apollo/ Brit Insurance and M.4284 – Axa /
    Winterthur.
81  M.8257 – NN Group/Delta Lloyd. See also M.4284 – AXA/Winterthur and M.6957 – IF P&C/
    TopDanmark .
82  M.7233 – Allianz/Going concern of Unipolsai Assicurazioni; M.8257 – NN Group/Delta Lloyd.
83  M.9829 – Aon/Willis Towers Watson; M.9196 – Marsh & Mclennan Companies/Jardine Lloyd Thompson
    Group.
84  Questionnaire 1 to Competitors, questions 28 and 39.
                                                         20
 ---pagebreak---           national regulations on distribution of different types of insurance products in Italy;
          the homogeneous conditions of competition throughout Italy (as most insurers are
          active at national level); […].
Commission’s assessment
(88)      In its decisional practice, the Commission has acknowledged that insurance
          distribution channels may be national or even wider than national in scope, while
          ultimately leaving this question open. 85
(89)      In some of its previous decisions, the Commission has also taken into consideration
          the appropriateness of a narrower segmentation at a local level, i.e., at the level of
          administrative regions or provinces. 86 Such possible narrower segmentation has been
          considered also by the ICA.87
(90)      The market investigation results suggested that the geographic scope of the market
          for the distribution of insurance products in Italy could be national; however, a
          smaller sub-set of competitors who responded to the market investigation do not
          exclude that the market might be narrower in scope, e.g., regional or, for certain
          risks types, even provincial. In this respect, one competitor declared that competition
          develops mainly on the national level and the main players are all active throughout
          the national territory, thanks to capillary sales networks. Another competitor
          indicated      that,     while     for      insurance      products      distributed     to     group
          customers/companies, competition operates more on the regional or national level,
          for insurance products distributed to individual customers, competition operates
          more on the local level, for example at the level of provinces. 88
(91)      In any event, the exact geographic market definition for the distribution of insurance
          products – both life and non-life – can be left open, as the Transaction does not raise
          any serious doubts as to its compatibility with the internal market under any
          plausible market definition.
3.3.3.3. Competitive assessment
(92)      The Parties’ combined market shares on a national level in the main horizontally
          affected markets and segments for the distribution of life and non-life insurance
          products are presented below, whereas their combined market shares on a narrower
          level, i.e., regional and provincial, are provided in Annex 1.89
85  M.8617 – Allianz/LV general insurance businesses; M.7233 – Allianz/Going concern of Unipolsai
    Assicurazioni; M.6053 – CVC/Apollo/Brit Insurance.
86  M.7233 – Allianz/Going concern of Unipolsai Assicurazioni; M.5057 – Aviva/UBI Vita; and M.2768 –
    Generali/Banca Intesa/JV.
87  ICA decision C11524 – Unipol Gruppo Finanziario/Unipol Assicurazioni-Premafin Fianziaria-Fonsiaria
    SAI-Milano Assicurazioni; ICA decision C11936 – Società Cattolica di Assicurazioni/Fata Assicurazioni
    Danni. See also ICA decision C9557 – Cattolica Previdenza in azienda/Ramo d’azienda Eurizon Vita and
    ICA decision C8027 – Banca Intesa/San PaoloIMI (the latter two cases with reference to the distribution
    of life insurance).
88  Questionnaire 1 (Competitors), questions 29 and 40.
89  Annex 1 includes the Parties’ market shares for 2017, 2018, and 2019, both at regional and provincial
    level, calculated on the basis of the data published by ANIA (Associazione Nazionale fra le Imprese
    Assicuratrici), the Italian Insurers Association, and the data published by IVASS (Istituto per la Vigilanza
                                                            21
 ---pagebreak---  ---pagebreak---          (A)        Distribution of non-life insurance products
         (A.i)      Overall assessment at national level and for provinces where the Parties’
                    combined market share is between 20% and 30%
(97)     Based on the Parties’ market share at national level, post-Transaction, the Parties’
         combined market share would amount to [20-30]% in the market for non-life
         insurance products distribution. Competitors who responded to the market
         investigation indicated that there are several players who are competitive in the
         market and would be able to exert competitive pressure on the Parties, mentioning,
         among the others, Allianz, Unipol, Axa, and Reale Mutua Assicurazioni. One
         competitor argued that the market is particularly competitive with a significant
         number of suppliers, who would prevent the increase of the Parties’ market power.91
(98)     Moreover, the market investigation indicated that, generally, Generali and Cattolica
         compete closely but also that there are other players competing equally closely with
         the Parties. A number of respondents to the market investigation noted that the
         Parties cannot be considered as close competitors. 92
(99)     The competitive assessment would not materially change for those provinces where
         the Parties’ combined market share is between 20% and 30%, which would be 58
         provinces, based on the market share data collected by IVASS, and 42 provinces,
         based on the market share data collected by ANIA.
(100) Almost all competitors indicated that, post-Transaction, a sufficient number of
         players would remain in the market for the distribution of non-life insurance
         products and they confirmed that their reply would not change considering a
         geographic level different from the national level. 93
(101) The majority of competitors replied that the Transaction will have a neutral impact
         on the market for the distribution of non-life insurance products and one competitor
         noted that this market in Italy is particularly mature. 94
         (A.ii)     Assessment for provinces where the Parties’ combined market share is
                    above 30%
(102) Based on the market shares collected by IVASS, there would be five provinces –
         Trieste, Rome, Imperia, Venice, and Verona – where the Parties’ combined market
         share is above 30%. However, while in Rome, Imperia, Venice, and Verona, the
         Parties’ combined market share would be just above 30%, Trieste is the only
    relatively high ([70-80]%), the increment brought by Cattolica is extremely limited ([0-5]%-point). The
    Commission, additionally, analys ed the Parties’ position on the segment for outward distribution, both
    including and excluding distribution via brokers and there is no material change in the Parties’ position
    across these two potential sub-segments, as both Parties use brokers only to a limited extent. Similarly, the
    Commission alternatively considered the possibility for a regional geographic scope for the distribution of
    non-life and life insurance and concluded that, in light of the Parties’ market share at regional level, such a
    scope would not significantly change from the assessment –detailed in the present decision– carried out at
    provincial level. Market shares at regional level are provided under Annex 1.
91  Questionnaire 1 to Competitors, questions 42-43.
92  Questionnaire 1 to Competitors, question 47.
93  Questionnaire 1 to Competitors, question 48.
94  Questionnaire 1 to Competitors, question 49.
                                                           23
 ---pagebreak---       province where the Parties’ combined market share would reach [40-50]%. In the
      province of Trieste, while the combined market share would amount to [40-50]%,
      the increment brought by Cattolica is moderate, i.e. [0-5]%-point.
(103) Similarly, based on the market shares collected by ANIA, the only province where
      the Parties’ market share would be above 30% is the province of Trieste. According
      to this alternative set of data, the Parties’ combined market share would amount to
      [40-50]%, with a limited increment brought by Cattolica, of [0-5]%-point.
(104) Moreover, the Commission’s findings described above in relation to the competitive
      landscape, closeness of competition, and impact of the Transaction equally apply to
      those provinces where the Parties’ combined market share is above 30% in the
      distribution of non-life insurance products.
      (B)        Distribution of life insurance products
      (B.i)      Overall assessment at national level and for provinces where the Parties’
                 combined market share is between 20% and 30%
(105) Based on the Parties’ market share at national level, post-Transaction, the Parties’
      combined market share would amount to [20-30]% in the market for life insurance
      products distribution. Competitors who responded to the market investigation
      indicated that there are several players who are competitive in the market and would
      be able to exert competitive pressure on the Parties, mentioning, among others,
      Allianz, Unipol, Axa, and Reale Mutua Assicurazioni. 95
(106) Moreover, the market investigation indicated that, generally, Generali and Cattolica
      compete closely but also that there are other players competing sufficiently closely
      with the Parties. One competitor specified that Generali and Cattolica do not
      compete particularly closely as they use also different distribution channels, in
      particular, Generali by using more agents and financial promoters and Cattolica by
      using more banks.96
(107) The competitive assessment would not materially change for those provinces where
      the Parties’ combined market share is between 20% and 30%, which would be 35
      provinces, based on the market share data collected by IVASS, and 14 provinces,
      based on the market share data collected by ANIA.
(108) All competitors also indicated that, post-Transaction, a sufficient number of players
      would remain in the market for the distribution of life insurance products and they
      confirmed that their reply would not change considering a geographic level different
      from the national level.97
(109) The majority of competitors replied that the Transaction will have a neutral impact
      on the market for the distribution of life insurance products and one competitor
95 Questionnaire 1 to Competitors, questions 31-32.
96 Questionnaire 1 to Competitors, question 36.
97 Questionnaire 1 to Competitors, question 37.
                                                    24
 ---pagebreak---         noted that Cattolica will not add anything significant to Generali’s position in the
        market.98
        (B.ii)     Assessment for provinces where the Parties’ combined market share is
                   above 30%
(110) Based on the market shares collected by IVASS, there would be four provinces –
        Trieste, Lodi, Sondrio, and Trapani – where the Parties’ combined market is above
        30%. However, while in Lodi and Sondrio, the Parties’ combined market share
        would remain between [30-40]%, in Trieste and Trapani, the Parties’ combined
        market share would be above 40%. More specifically, in Trieste, the Parties’
        combined market share would amount to [80-90]%, although with a negligible
        increment brought by Cattolica of below [0-5]%-point and, in Trapani, the Parties’
        combined market share would amount to [40-50]%, with a negligible increment
        brought by Cattolica of [0-5]%-point.
(111) Similarly, based on the market shares collected by ANIA, the only three provinces
        where the Parties’ market share would be above 30% are the provinces of Trieste,
        Sondrio, and Trapani. According to this alternative set of data, the Parties’ combined
        market share would amount to [70-80]%, [30-40]%, and [30-40]%, respectively, in
        the three provinces. In all three of these provinces, the increment brought by
        Cattolica is well below [0-5]%-point.
(112) Moreover, the Commission’s findings described above in relation to the competitive
        landscape, closeness of competition, and impact of the Transaction would apply to
        those provinces where the Parties’ combined market share is above 30% in the
        distribution of life insurance products. More specifically, the majority of competitors
        indicated that there are several players who are particularly competitive in the
        market and would be able to exert competitive pressure on the Parties, mentioning,
        among the others, Allianz, Unipol, Axa, and Reale Mutua Assicurazioni. 99
        Moreover, the market investigation indicated that, generally, Generali and Cattolica
        compete closely but also that there are other players competing sufficiently closely
        with the Parties.100 All competitors also indicated that, post-Transaction, a sufficient
        number of players would remain in the market for the distribution of life insurance
        products, also considering the market dynamics on a different geographic level than
        national.101 The majority of competitors replied that the Transaction will have a
        neutral impact on the market for the distribution of life insurance products. 102
3.3.3.4. Conclusion
(113) In light of the above, the Commission concludes that the Transaction does not give
        rise to serious doubts as to its compatibility with the internal market as regards the
        various possible relevant markets and segments for the distribution of insurance
        products.
98  Questionnaire 1 to Competitors, question 38.
99  Questionnaire 1 to Competitors, questions 31-32.
100 Questionnaire 1 to Competitors, question 36.
101 Questionnaire 1 to Competitors, question 37.
102 Questionnaire 1 to Competitors, question 38.
                                                     25
 ---pagebreak--- 3.3.4. Assistance services
(114) Assistance services are defined as services organising assistance or support for
         customers, e.g. in the form of sending a car recovery vehicle or organising
         repatriation of a policyholder.
3.3.4.1. Product market definition
Notifying Party’s view
(115) The Notifying Party considers the provision of assistance services as an overall
         market and acknowledges, regarding the possibility for assistance services provided
         in the form of an insurance, on the one hand, and provided in the form of a service,
         on the other hand, to belong to the same market, that there are certain similarities103
         but also some differences104 between the two.
(116) The Notifying Party further submits that, for the purpose of the present case, the
         exact product market for the provision of assistance services can be left open as the
         Transaction does not raise serious doubts as to its compatibility with the internal
         market under any plausible market definition identified.
Commission’s assessment
(117) In its past decisional practice, the Commission defined assistance services as
         organising assistance or support for customers. In such market, the assistance
         provider organises the assistance to the policyholder, while the insurer covers the
         costs of such unexpected events. These assistance services can be provided
         contractually to both individuals and corporate customers. 105
(118) Within this market, the Commission considered a number of potential sub-segments,
         according to (i) the type of assistance provided (e.g. (i) travel assistance, (ii) road
         assistance, (iii) home assistance, and (iv) health assistance), (ii) the type of customer
         (consumers purchasing contracts on an individual basis, as opposed to corporate
         customers), as well as (iii) the marketing arrangements for the assistance services
         (fee-based as opposed to insurance-based). Each type of sub-segment may be
         considered cumulatively.106
(119) In relation to road assistance specifically, the Commission considered a potential
         distinction between (i) direct sales of assistance services to individuals by operators
         that have their own fleet or which use an independent network of affiliated but
103 In this respect, the Notifying Party notes that from the demand -side perspective, e.g., from the perspective
    of a car rental agency, assistance provided as part of an insurance product may to some extent be
    interchangeable with assistance provided as a service.
104 The Notifying Party highlights notably the fact that assistance provided as part of an insurance product is
    often sold and purchased as part of a bundle with other insurance products, e.g. in the case of roadside
    assistance insurance, motor vehicle liability and “Casco” insurance (insurance which covers damages to
    the insurance holder’s own vehicle) and/or legal warranty extensions. Conversely, assistance provided as a
    service is typically sold on a stand-alone basis.
105 M.9974 – Groupe Credit Agricole/Groupe Generali/Europ Assistance France/Viavita ; M.9531 –
    Assicurazioni Generali/Seguradoras Unidas/AdvanceCare.
106 M.9974 – Groupe Credit Agricole/Groupe Generali/Europ Assistance France/Viavita ; M.9531 –
    Assicurazioni Generali/Seguradoras Unidas/AdvanceCare; M.8905 – Axa Group/Roland; M.4701 –
    Generali/PPF Insurance Business; M.3772 – Avica/RAC and M.3517 – CVC/Permira/AA.
                                                           26
 ---pagebreak---         independently owned and operated assistance vehicles, and (ii) indirect sales through
        intermediaries, (e.g. car manufacturers, fleet operations, affinity schemes, financial
        intermediaries, etc.) which purchase in bulk from a supplier with a fleet or network
        and sell it on to end-user customers.107
(120) In the present case, the market investigation did not provide any elements which
        would justify departing from the Commission’s previous practice.
(121) In any event, the precise definition of the product market for the provision of
        assistance services can be left open, as the Transaction does not raise any serious
        doubts as to its compatibility with the internal market concerning an overall market,
        or any other plausible segment previously envisaged by the Commission.
3.3.4.2. Geographic market definition
Notifying Party’s view
(122) With respect to the geographic scope of the market of the provision of assistance
        services, the Notifying Party does not challenge the Commission’s prior practice and
        considers the market to be national in scope.
Commission’s assessment
(123) In its previous decisional practice, the Commission has consistently considered the
        market for the provision of assistance services and its potential sub-segments to be
        national in scope.108
(124) The results of the market investigation conducted in this case did not provide any
        elements which would justify departing from the Commission’s previous findings.
3.3.4.3. Competitive assessment
(125)   As a preliminary point, the Commission notes that, while Generali is directly active
        on the market for the provision of assistance services in Italy, this is not part of
        Cattolica’s core activities, which is […] active in this sector through IMA Italia
        Group. Cattolica and IMA France jointly control IMA Italia Group, which is a
        company active in the provision of non-life insurance, non-life reinsurance as well as
        assistance services in Italy.109
(126) The Commission also further notes that, within the provision of assistance services,
        fee-based road assistance services110 account for the vast majority of the Parties’
        activities, i.e. […] for Generali and […] for Cattolica.
107 M.3772 – Avica/RAC and M.3517 – CVC/Permira/AA.
108 M.9974 – Groupe Credit Agricole/Groupe Generali/Europ Assistance Franc e/Viavita; M.9531 –
    Assicurazioni Generali/Seguradoras Unidas/AdvanceCare; M.8905 – Axa Group/Roland.
109 The Commission cleared the joint acquisition of IMA Italia Group by Cattolica and IMA France on 5
    February 2019 (case M.9241 – Cattolica/IMA France/IMA Italia Group). IMA Italia Group is therefore
    considered as part of the Cattolica group for the purpose of the competitive assessment.
110 As all assistance services provided by the Parties to third-party insurance companies or other types of
    corporate customers (such as OEMs and car rental companies) are provided on a fee-based basis, the data
    provided by the Parties with respect to the provision of assistance services only relate to fee-based
                                                          27
 ---pagebreak--- Notifying Party’s view
(127) The Notifying Party first argues that the Transaction does not give rise to a direct
         horizontal overlap of the Parties in the assistance services market since Cattolica is
         not directly present in this market.
(128) Furthermore, the Notifying Party submits that, in any event, the Transaction will                      not
         give rise to any horizontal competition concerns considering the number                              of
         alternative players active in the provision of assistance services, and the fact that               the
         Parties’ position on the overall market or any other potential sub-segments is                      not
         significant.
Commission’s assessment
(129) On the segment for the provision of fee-based road assistance services in Italy, the
         Parties’ combined market share would amount to about [40-50]%, with the
         increment brought by Cattolica being approximately [5-10]%-point.111
(130) The Commission, however, notes that the Parties’ market shares are likely to be
         over-estimated, as the Parties were only able to provide market share data for a
         segment which is not representative of the competition occurring between segments,
         and does not include a number of smaller assistance operators providing these
         services to individual or smaller corporate customers and exerting a competitive
         pressure on the Parties. The Notifying Party also puts forward that the Parties would
         continue to face, post-Transaction, competition from a number of players such as
         ACI, AXA, AWP, and Allianz (AGA).
(131) The results of the market investigation confirmed in this respect the high number of
         strong competitors with respect to the provision of road assistance and assistance
         services in general, such as AXA, Filo Diretto, ACI, MAPFRE, Unipol, Blue
         Assistance (Reale Mutua Assicurazioni), and Allianz (AGA).112
(132) Both competitors and customers largely indicated that these players would be in a
         position to exert significant competitive pressure on the merged entity post-
    assistance services. The insurance-based assistance services provided directly by the Parties to final
    customers (i.e., not corporate customers) were accounted for in the context of the provision of insurance
    covering assistance risks (in particular in Class Risk 18 – Assistance). In this case, a premium is obtained
    from the final client as the consideration for the insurance of an assistance risk.
111 With respect to the alternative potential segmentations considered in the Commission’s previous practice,
    according to the type of customer, marketing arrangements or direct and indirect sales, the Notifying Party
    indicates that individual customers represent less than […] of its overall fee turnover for the provision of
    assistance services, and that only about […] of its assistance services are achieved through direct sales.
    The Notifying Party further pointed out that in absence of publicly available data relating to the size of
    each sub-segment, it was not in a position to provide more granular information with respect to the
    Parties’ market share in narrower plausible s egments, but put forward that the Parties’ combined position
    was not likely to change significantly when considering narrower sub -segments.
112 Questionnaire 1 to Competitors, question 52; Questionnaire 3 to Customers for assistance services,
    question 5.
                                                            28
 ---pagebreak---         Transaction,113 and that a sufficient number of players would remain on the
        market.114
(133) Accordingly, a majority of competitors and customers indicated that they did not
        expect the Transaction to have any significant impact on the market.115
3.3.4.4. Conclusion
(134) In light of the elements set out above, the Commission considers that the
        Transaction does not raise serious doubts as to its compatibility with the internal
        market on the market for the provision of assistance in Italy, nor on any other
        plausible narrower segments or sub-segments identified.
3.3.5. Health insurance management services
(135) Health insurance management services encompass administrative and management
        services (such as, claims management, negotiations with health provider networks,
        contracts maintenance and management, payment management and complaints
        handling) to insurance companies as well as managing access to a designated health
        network for health insurance policyholders and corporate entities. These services can
        be provided by insurers in-house or be outsourced to a third party.
3.3.5.1. Product market definition
Notifying Party’s view
(136) The Notifying Party does not challenge the Commission’s conclusions in its past
        decisional practice and submits that, for the purpose of the present case, the exact
        product market definition for the provision of health insurance management services
        can be left open, as the Transaction does not raise serious doubts as to its
        compatibility with the internal market under any plausible market definition
        identified.
Commission’s assessment
(137) In its previous decisional practice, the Commission has identified a separate market
        for the provision of health insurance management services, and left the question
        open as to whether health insurance management services should include those
        services provided in-house or not.116
(138) The Commission has not identified any specific elements, which would justify a
        change in its previous decisional practice. In any event, the exact product market
        definition for the provision of health insurance management services can be left
        open, as the Transaction does not raise any serious doubts as to its compatibility with
        the internal market under any plausible market definition.
113 Questionnaire 1 to Competitors, question 55; Questionnaire 3 to Customers for assistance services,
    question 8.
114 Questionnaire 1 to Competitors, question 56; Questionnaire 3 to Customers for assistance services,
    question 9.
115 Questionnaire 1 to Competitors, question 58; Questionnaire 3 to Customers for assistance services,
    question 10.
116 M.9531 – Assicurazioni Generali/Seguradoras Unidas/AdvanceCare.
                                                     29
 ---pagebreak--- 3.3.5.2. Geographic market definition
Notifying Party’s view
(139) The Notifying Party does not challenge the Commission’s conclusions in its past
        decisional practice and considers the market to be national in scope.
Commission’s assessment
(140) In its previous practice, the Commission has argued that the market is national in
        scope, given that health insurance management services are an input for the
        provision of health insurance products, which in turn constitutes a national
        market.117
(141) The Commission has not identified any specific elements which would justify a
        change in its previous decisional practice.
3.3.5.3. Competitive assessment
(142) The Parties’ combined market share in the Italian market for the provision of health
        insurance management services, including captive sales, is [20-30]%, with an
        increment brought by Cattolica of [0-5]%-point. Should the product scope of the
        market be considered as excluding captive sales, the Parties’ combined market share
        would amount to [10-20]%, with an increment brought by Generali of [0-5]%-point;
        this market, therefore, would not even be affected.
Notifying Party’s view
(143) The Notifying Party argues that, even considering the scope of the market including
        captive sales, the Parties’ combined market share would remain below 30% and just
        slightly above [20-30]%. Additionally, the Notifying Party observes that a number of
        competitors are active in the provision of health insurance management services in
        Italy, such as Previmedical, Unisalute, Poste Welfare e Servizi and Blue Assistance.
Commission’s assessment
(144) The Transaction only gives rise to an affected market with respect to the market for
        the provision of health insurance management services if captive sales are included
        in the market, in line with the product market definition previously envisaged by the
        Commission. Even so, the Parties’ combined market share would remain rather
        moderate and amount to approximately [20-30%], with a limited increment brought
        by Cattolica of about [0-5]%-point.
(145) Furthermore, it results from the market investigation that post-Transaction, the
        merged entity will continue to face competition from various market players, such as
        Previmedical (with approximately [20-30]% market share), Unisalute (with
        approximately [20-30]% market share), Poste Welfare e Servizi (with approximately
        [10-20]% market share), and Blue Assistance (with approximately [10-20]% market
        share). The majority of competitors who responded to the market investigation have
117 M.9531 – Assicurazioni Generali/Seguradoras Unidas/Advancecare.
                                                     30
 ---pagebreak---           consistently mentioned these players as strong providers of health management
          insurance services in Italy.118
(146) The large majority of competitors indicated that, post-Transaction, there will be a
          sufficient number of players remaining in the market and the majority of them
          replied that the impact of the Transaction on the market for health insurance
          management services in Italy will be neutral. 119
3.3.5.4. Conclusion
(147) In light of the above, the Commission concludes that the Transaction does not give
          rise to serious doubts as to its compatibility with the internal market as regards the
          market for the provision of health insurance management services.
3.4.      Assessment of vertical effects
(148) The Transaction gives rise to a number of vertically affected markets, between the
          markets for the provision of non-life and life insurance products (and other
          plausible narrower segments) and the following markets:
             i)    the downstream market for the distribution of non-life insurance, on which
                   both Generali and Cattolica are active;
            ii)    the downstream market for the distribution of life insurance, on which both
                   Generali and Cattolica are active;
           iii)    the upstream market for the provision of assistance services, on which
                   Generali is directly active and Cattolica is active through IMA Italia Group;
           iv)     the upstream market for the provision of health insurance management
                   services, on which Generali is active and Cattolica is active through IMA
                   Italia Group; and
            v)     the upstream market for the provision of asset management services, on
                   which Generali is active providing its services to third parties;
           vi)     the upstream market for the provision of real estate services, on which both
                   Generali and Cattolica are active;120 and
          vii)     the upstream market for the provision of digital services on which Generali
                   is active.
(149) To the extent that one of the above-mentioned relevant markets has not been defined
          in section 3.3 above, the market definition will be included prior to the competitive
          assessment of vertical effects.
118 Questionnaire 1 to Competitors, question 60.
119 Questionnaire 1 to Competitors, questions 63-64.
120 As mentioned above, the Commission notes that while the Parties’ activities overlap in the provision of
     real estate services, the combined market shares of the Parties do not exceed 20% under any plausible
     product or geographic market or sub-segment considered, so that these markets are not affected.
                                                        31
 ---pagebreak--- 3.4.1. Provision and distribution of non-life insurance products
3.4.1.1. Competitive assessment
(150) The Parties’ combined market share would be above 30%, upstream, on a number of
         segments for the provision of non-life insurance products, i.e., railway rolling stock,
         aircraft, ships, and aircraft liability, should these segments be considered national in
         scope. Moreover, should the geographic scope of the market for the distribution of
         non-life insurance be considered narrower than national, the merged entity’s market
         share would be above 30%, downstream, in the provinces of Trieste, Rome, Imperia,
         Venice, and Verona (based on IVASS), and in the province of Trieste (based on
         ANIA).121 This would create an affected vertical relationship between the various
         segments for the provision of non-life insurance products and the market for the
         distribution of life insurance products.
Notifying Party’s view
(151) The Notifying Party submits that neither Generali nor Cattolica sell or distribute
         insurance products other than their own. Moreover, the Notifying Party observes
         that, in light of the merged entity’s moderate positioning in the potential vertical
         markets, the Transaction is not likely to create any vertical effects.
Commission’s assessment
(152) The Commission considers that, even if the vertical relationship between the
         provision and the distribution of non-life insurance in Italy gives rise to affected
         markets, it is unlikely that the Transaction will have any impact on competition in
         those markets, for the reasons set out below.
(153) Regarding input foreclosure, the Commission observes that the Parties do not
         distribute their insurance products through third parties. Already pre-Transaction, the
         Parties do not offer their products to competitors for distribution. Moreover, as
         already mentioned above, the Commission considered in its past practice more
         appropriate to define the relevant geographic scope for risk classes falling under
         MAT insurance to be wider than national, therefore, their distribution, similarly,
         occurs on a wider than national level. In addition, should a national scope of the
         market be considered, given the absence of a significant change in the degree of
         market power in the upstream market for the provision of non-life insurance in
         relation to aircraft (37.4% combined market share, with an increment brought by
         Cattolica of 0.81%-point), ships (30.44% combined market share, with an increment
         brought by Cattolica of 7.11%-point), and aircraft liability (48.29% combined
         market share, with an increment brought by Cattolica of 0.47%-point), input
         foreclosure of other downstream distributors of such insurance products, as a result
         of the Transaction, does not appear likely, due to lack of ability. Even for railway
         rolling stock, where the Parties’ combined market share would be of 74.6%, with an
         increment brought by Cattolica of 15.28%-point, input foreclosure appears unlikely,
         since, as described above, the Parties only offer their own products for distribution
121 As previously mentioned, the Parties provided, at a level narrower than national, two sets of market share
    data, calculated on the basis of the data published by ANIA (Associazione Nazionale fra le Imprese
    Assicuratrici), the Italian Insurers Association, and the data published by IVASS (Istituto per la Vigilanza
    sulle Assicurazioni), the Insurance Supervisory Authority.
                                                           32
 ---pagebreak---         and, currently, the biggest share of their premiums comes from a limited number of
        customers, generally sourced for 100% of their needs by one of the Parties.
(154) As regards customer foreclosure, considering that the Parties’ combined market
        share on the possible national downstream market for the distribution of non-life
        insurance product is [20-30]% and considering the largely internal distribution
        method of such insurance products, customer foreclosure effects on the upstream
        providers of non-life insurance products is equally unlikely. The assessment would
        not materially change considering the provinces of Trieste, Rome, Imperia, Venice,
        and Verona, where, either the Parties’ distribution market share is just above 30% or
        the increment brought by Cattolica is negligible, therefore, the market dynamics
        would not change post-Transaction.
(155) Lastly, the Commission notes that the results of the market investigation did not
        evidence any competition issues with respect to the vertical relationships between
        the provision (upstream) and distribution (downstream) of non-life insurance
        products arising from the Transaction.
3.4.1.2. Conclusion
(156) In view of the elements set out above, the Commission considers that the
        Transaction does not raise serious doubts as to its compatibility with the internal
        market as regards potential vertical non-coordinated effects on the market for the
        provision of non-life insurance products, upstream, and the distribution of non-life
        insurance products, downstream.
3.4.2. Provision and distribution of life insurance products
3.4.2.1. Competitive assessment
(157) The Transaction would create vertical links between the provision and distribution of
        life insurance products. In particular, the merged entity’s market share would be
        above 30%, upstream, on a number of segments for the provision of life insurance
        products, i.e., sickness and retirement funds. Moreover, should the geographic scope
        of the market for the distribution of life insurance be considered narrower than
        national, the merged entity’s market share would be above 30%, downstream, in the
        provinces of Trieste, Lodi, Sondrio, and Trapani (based on IVASS), and in the
        province of Trieste (based on ANIA). This would create a vertical relationship
        between the two segments of sickness and retirement funds, and the market for the
        distribution of life insurance products.
Notifying Party’s view
(158) The Notifying Party submits that neither Generali nor Cattolica sell/distribute
        insurance products other than their own. Moreover, the Notifying Party observes
        that, in light of the merged entity’s moderate positioning in the potential vertical
        markets, the Transaction is not likely to create any vertical effects.
Commission’s assessment
(159) The Commission considers that, even if the vertical relationship between the
        provision and the distribution of life insurance in Italy gives rise to affected markets,
                                                   33
 ---pagebreak---         it is unlikely that the Transaction will have any impact on competition in those
        markets for the reasons set out below.
(160) Regarding input foreclosure, the Commission observes that the Parties do not
        distribute their insurance products through third parties. Already pre-Transaction, the
        Parties do not offer their products to competitors for distribution. In addition, given
        the absence of a significant change in the degree of market power in the upstream
        market for the provision of life insurance in relation to sickness (59.41% combined
        market share, with an increment brought by Cattolica of 0.71%-point) and retirement
        funds (47.17% combined market share, with an increment brought by Cattolica of
        1.04%-point), input foreclosure of other downstream distributors of such insurance
        products, as a result of the Transaction, does not appear likely, due to lack of ability.
(161) As regards customer foreclosure, considering that the Parties’ combined market
        share on the possible national downstream market for the distribution of life
        insurance product is [20-30]% and considering the largely internal distribution
        method of such insurance products, customer foreclosure effects on the upstream
        providers of life insurance products is equally unlikely. The assessment would not
        materially change considering the provinces of Trieste, Lodi, Sondrio, and Trapani,
        where, either the Parties’ market share is just above 30% or the increment brought
        by Cattolica is negligible, therefore, the market dynamics would not change post-
        Transaction.
(162) Lastly, the Commission notes that competitors and customers did not evidence any
        competition issues with respect to the vertical relationships between the provision
        (upstream) and distribution (downstream) of life insurance products arising from the
        Transaction.
3.4.2.2. Conclusion
(163) In view of the elements set out above, the Commission concludes that the
        Transaction does not raise serious doubts as to its compatibility with the internal
        market as regards the potential vertical non-coordinated effects on the markets for
        the provision of life insurance products, upstream, and the distribution of life
        insurance products, downstream.
3.4.3. Assistance services and provision of insurance products
3.4.3.1. Competitive assessment
(164) The Transaction leads to a vertically affected link with respect to the provision of
        assistance services in Italy (upstream), where both Parties are active and would have
        a combined market share of [40-50]%, with the increment brought by Cattolica
        being approximately [5-10]%-point122 and all segments and sub-segments of the
        insurance provision market in Italy (downstream).
122 For completeness, the Notifying Party confirmed that its market share is not likely to significantly differ if
    some further narrower potential segments of the market for asset management services were to be
    considered.
                                                       34
 ---pagebreak--- Notifying Party’s view
(165) The Notifying Party argues that the provision of assistance services is an input for
         the provision of insurance, primarily for some specific types of insurance only,
         namely the provision of non-life insurance relating to Sickness (Risk class 2), Land
         vehicles (Risk class 3), Goods in transit (Risk class 7), Motor vehicles liability (Risk
         class 10), Miscellaneous financial loss (Risk class 16), and Assistance (Risk class
         18). The Notifying Party argues that the Parties’ shares are small and that Cattolica
         currently sources a limited amounts of assistance services from IMA Italia Group, so
         that any vertical effects can be excluded on the market.
Commission’s assessment
(166) The Commission considers that the Notifying Parties will have neither the ability nor
         the incentive post-Transaction to engage in either input foreclosure or customer
         foreclosure.
(167) As mentioned in section 3.3.4.3. above, the Parties are primarily active in the
         provision of road assistance services. As a result, the assistance services provided by
         the Parties do not constitute an input for the provision of all types of insurance, but
         rather focus on a number of specific types of insurance. The Notifying Party
         identified in this respect six different types of non-life insurance, relating to the
         following risks: Sickness (Risk class 2), Land vehicles (Risk class 3), Goods in
         transit (Risk class 7), Motor vehicles liability (Risk class 10), Miscellaneous
         financial loss (Risk class 16), and Assistance (Risk class 18). On each of these
         segments, the Parties’ combined market share does not exceed 30%.
(168) Therefore, considering the Parties’ position on these above-mentioned segments of
         non-life insurance, it appears unlikely that the Parties would have the ability to
         engage into customer foreclosure behaviours, in line with the Non-Horizontal
         Merger Guidelines.123
(169) With respect to input foreclosure, and the Parties’ ability to restrain the access to the
         provision of assistance services as an input for insurance contracts, the Commission
         notes that the Parties would have a combined market share of [40-50]% on the
         upstream market for the provision of assistance services. In this respect, the results
         of the market investigation underlined that the merged entity would continue to face
         the competition of a number of strong providers, such as Axa, Filo Diretto, ACI,
         Blue Assistance, Unipol (Pronto Assistance), Allianz (AGA), able to exert a
         significant competitive constraint on the merged entity. 124 Similarly, the market
         investigation indicated that the vast majority of competitors and customers
         considered that the number of competitors upstream – which account for
123 Pursuant to paragraph 61 of the Non-horizontal Merger Guidelines, for customer foreclosure to be a
    concern, it must be the case that the vertical merger involves a company which is an important customer
    with a significant degree of market power in the downstream market. If, on the contrary, there is a
    sufficiently large customer base, at present or in the future, that is likely to turn to independent suppliers,
    the Commission is unlikely to raise competition concerns on that ground.
124 Questionnaire 1 to Competitors, questions 52-54; Questionnaire 3 to Customers for assistance services,
    questions 5-7.
                                                           35
 ---pagebreak---         approximately [60-70]% of the supply base – is sufficient.125 Accordingly, the vast
        majority of competitors indicated that they did not anticipate any input foreclosure
        risks.126
(170) As to the merged entity’s ability to foreclose competitors from accessing assistance
        services, the Commission notes that, pre-Transaction, both Parties were already
        active on the upstream market for the provision of assistance services, and that they
        have not set up such an input foreclosure strategy. As such, it appears unlikely that a
        market share increment of approximately [5-10]%-point would create an ability to
        put into place such a strategy. In addition, considering that Cattolica is […] active in
        the provision of assistance services through IMA Italia Group, which it jointly
        controls with IMA France, the set-up of an input foreclosure strategy would be
        rendered more difficult by the common governance of the company.
(171) Lastly, the results of the market investigation did not evidence any competition
        issues with respect to the vertical relationships between the provision of assistance
        services in Italy (upstream) and the provision of non-life and life insurance products
        (downstream), resulting from the Transaction.
3.4.3.2. Conclusion
(172) It results from the above that the Transaction does not raise serious doubts as to its
        compatibility with the internal market as regards potential vertical non-coordinated
        effects on the market for assistance services, upstream, and the provision of
        insurance, downstream.
3.4.4. Health management services and provision of insurance products
3.4.4.1. Competitive assessment
(173) The Transaction would create vertical links between the provision of health
        management services and the provision of insurance products relating to health
        insurance, i.e., accidents and sickness. While the merged entity’s market share
        would be below 30% in the upstream market for health management services, it
        would be above 30% in the downstream market for the provision of life insurance
        related to sickness. This would create a vertical relationship between the market for
        the provision of health insurance management services and the market for the
        provision of insurance products.
Notifying Party’s view
(174) The Notifying Party submits that the Transaction does not alter the upstream market
        position of the merged entity significantly, since Cattolica has a negligible presence
        in the market for health insurance management services. Additionally, the Notifying
        Party suggests that there are several alternatives to the merged entity for the
        provision of health insurance management services.
125 Questionnaire 1 to Competitors, questions 56; Questionnaire 3 to Customers for assistance services,
    question 9.
126 Questionnaire 1 to Competitors, questions 57.
                                                     36
 ---pagebreak--- (175) According to the Notifying Party, similar considerations would apply to the risk of
        customer foreclosure. Generali sources health management services from companies
        that are part of the group, so it does not represent a buyer for third parties. For
        customer foreclosure to occur, Cattolica would have to be an important customer
        with a significant degree of market power in the downstream market, however, in the
        downstream market for the provision of insurance products in relation to sickness,
        Cattolica holds a market share of 0.71%.
Commission’s assessment
(176) The Commission considers that, even if the vertical relationship between the
        provision of health management services and insurance products in Italy gives rise to
        affected markets, it is highly unlikely that the Transaction will have any impact on
        competition in those markets for the reasons set out below.
(177) Regarding input foreclosure, the Commission observes that the Transaction will not
        lead to any significant change in the degree of market power in the upstream market
        for the provision of health insurance products ([20-30]% combined market share,
        with an increment brought by Cattolica of [0-5]%-point), therefore, input foreclosure
        of other downstream providers of insurance products, as a result of the Transaction,
        does not appear likely, due to lack of ability.
(178) As regards customer foreclosure, Generali sources these services internally and,
        therefore, does not represent a customer for alternative providers of health insurance
        management services active in the market upstream. Hence, only Cattolica’s
        sourcing volumes would be relevant for the purposes of assessing whether a
        customer foreclosure strategy could be likely. Cattolica is, however, a very small
        player on the only relevant risk segment downstream for the sourcing of health
        management services, i.e., sickness, where Cattolica has a market share of 0.71%.
        Customer foreclosure effects on the upstream providers of health management
        services are, therefore, equally unlikely.
(179) Lastly, the Commission notes that respondents to the market investigation did not
        evidence any competition issues with respect to the vertical relationships between
        the provision of health management services (upstream) and the provision of
        insurance products (downstream) arising from the Transaction.
3.4.4.2. Conclusion
(180) In view of the foregoing, the Commission concludes that the Transaction does not
        raise serious doubts as to its compatibility with the internal market as regards
        potential vertical non-coordinated effects on the market for the provision of health
        management services, upstream, and the provision of insurance products
        downstream.
3.4.5. Asset management and provision of insurance products
(181) Asset management encompasses the provision and potential implementation of
        investment advice.
                                                   37
 ---pagebreak--- 3.4.5.1. Market definition for asset management services
         (A)       Product market definition
Notifying Party’s view
(182) The Notifying Party does not challenge the Commission’s decisional practice
         relating to the provision of asset management services and underlines that the exact
         definition of the product market can be left open, as the Transaction is not likely to
         give rise to any competition concerns in relation to vertical links with respect to
         asset management services.
Commission’s assessment
(183) In its decisional practice, the Commission considered a relevant product market for
         asset management overall, including the creation and management of mutual funds
         which are then marketed on an “off-the-shelf” basis (including to retail customers),
         the provision of portfolio management services to institutional investors (pension
         funds, institutions and international organisations), and the provision of custody
         services related to asset management.127
(184) The Commission also envisaged the possibility of there being narrower relevant
         product markets for asset management that would include the creation and
         management of mutual funds for retail clients and tailor-made funds for corporate
         and institutional customers, and portfolio management for private investors, pension
         funds and institutions.128 The Commission further considered the possible existence
         of separate relevant product markets for each of the types of products mentioned
         above.129
(185) Within the market of asset management for retail customers, the Commission
         considered several sub-segmentations:130 (i) between open and closed retail funds;131
         (ii) between mutual funds sold within a life insurance envelope and mutual funds
         sold on a standalone basis; (iii) between money market funds and other short term
         saving agreements, and within money market funds between (a) those sold to
         corporate investors and (b) those sold to retail investors and (iv) a possible
         distinction of the so-called Fonds Communs de Placement d'Entreprise (“FCPE”)
         from open retail mutual funds.132
(186) Within the segment of asset management for institutional clients, the Commission
         considered the possibility of further sub-segmenting the institutional asset
127 M.8837 – Blackstone/Thomson Reuters F&R Business, M.8359 – Amundi/Credit Agricole/Pioneer
    investments, M.8257 – NN Group/Delta Lloyd, M.6812 – SFPI/Dexia.
128 Ibid.
129 Ibid, M.3894 – Unicredito/HVB.
130 M.5728 – Crédit Agricole/Société Générale Asset Management.
131 M.8359 – Amundi/Credit Agricole/Pioneer investments and M.5728 – Crédit Agricole/Société Générale
    Asset Management.
132 M.5728 – Crédit Agricole/Société Générale Asset Management.
                                                      38
 ---pagebreak---         management based upon a distinction between active asset management and passive
        asset management.133
(187) The results of the market investigation in this case did not provide any elements
        which would justify departing from the Commission’s previous decisional practice.
(188) In any event, the precise definition of the product market for asset management can
        be left open, as the Transaction does not raise serious doubts as to its compatibility
        with the internal market concerning the asset management market, or any other
        plausible segment previously envisaged by the Commission.
        (B)       Geographic market definition
Notifying Party’s view
(189) The Notifying Party puts forward that the appropriate geographic scope for the
        provision of asset management services is global or at least EEA-wide in scope,
        while indicating that this question can ultimately be left open.
Commission’s assessment
(190) The relevant geographic market for asset management, or any narrower segment, has
        previously been considered to be either national or EEA-wide by the Commission.134
        The results of the market investigation did not highlight any elements contradicting
        the Commission’s previous findings.
(191) In any event, the precise geographic market definition regarding asset management
        can be left open, as the Transaction does not raise any doubts as to its compatibility
        with the internal market, irrespective of the exact geographic market definition.
3.4.5.2. Competitive assessment of vertical effects
(192) The Transaction gives rise to a number of affected vertical relationships with respect
        to asset management (upstream), where Generali is currently active, and would have
        a market share of [5-10]% in Italy,135 and all segment and sub-segments of the
        insurance provision market in Italy (downstream) where the combined market share
        of the Parties is above 30%.
Notifying Party’s view
(193) The Notifying Party submits that the Transaction is not likely to create any vertical
        effects in light of Generali’s limited market share on the upstream market.
133 M.8359 – Amundi/Credit Agricole/Pioneer investments, M.5728 – Crédit Agricole/Société Générale Asset
    Management, and M.5580 – BlackRock/Barclays GIH.
134 M.8837 – Blackstone/Thomson Reuters F&R Business; M.8257 – NN Group/Delta Lloyd; M.6812 –
    SFPI/Dexia; M.4844 – Fortis/ABN Amro Assets.
135 For completeness, the Notifying Party confirmed that its market share is not likely to significantly differ if
    some further narrower potential segments of the market for asset management services were to be
    considered.
                                                       39
 ---pagebreak--- Commission’s assessment
(194) The Commission considers that the Notifying Parties will have neither the ability nor
        the incentive post-Transaction to engage in either input foreclosure or customer
        foreclosure.
(195) First, regarding input foreclosure, in light of Generali’s limited market share, below
        10%, on the overall market for the provision of asset management services in Italy,
        the Commission considers it unlikely that the Parties will engage in any input
        foreclosure behaviour, for lack of ability, in line with the Non-Horizontal Merger
        Guidelines.
(196) As to customer foreclosure, the Commission notes that the vertically affected links
        derive from the Parties’ combined market share on a number of plausible segments
        and narrower sub-segments of the provision of non-life and life insurance
        downstream.
(197) In terms of vertical relationship, nevertheless, all insurance provision segments
        typically require asset management services in similar proportions, so that the
        overall market for insurance provision may constitute a more relevant scope to
        assess the ability and incentive of the Parties to foreclose customers.
(198) In this respect, the Commission notes that the Parties’ combined market share with
        respect to the provision of (i) life and (ii) non-life insurance overall are very
        moderate and in any event below 30%, i.e. not exceeding 20% in the provision of
        life insurance and just above 20% in the provision of non-life insurance.
(199) Furthermore, Cattolica already sources a significant proportion of its needs in asset
        management services from Generali, for the purpose of its insurance activities. Out
        of Cattolica’s […] EUR worth of assets under management, approximately […]
        EUR are managed by Generali and […] EUR by third party providers.
(200) Considering the Parties’ position on the overall markets for the provision of life
        insurance and of non-life insurance, it appears unlikely that the Parties would have
        the ability to engage into customer foreclosure behaviours. Furthermore, considering
        that Cattolica already sources a significant proportion of its asset management needs
        from Generali, only a residual proportion of the demand for asset management
        services could be diverted from rivals upstream to the combined entity.
(201) Lastly, in the course of the market investigation, market participants did not
        highlight any competition issues in relation to the vertical relationships between the
        provision of asset management services (upstream) and the provision of non-life and
        life insurance products (downstream) in Italy.
3.4.5.3. Conclusion
(202) It results from the above that the Transaction does not raise serious doubts as to its
        compatibility with the internal market as regards potential vertical non-coordinated
        effects on the market and all plausible segments and sub-segments for asset
        management, upstream, and the provision of insurance, downstream.
                                                   40
 ---pagebreak--- 3.4.6. Real estate services and provision of insurance products
3.4.6.1. Market definition for real estate services
         (A)         Product market definition
Notifying Party’s view
(203) The Notifying Party does not challenge the Commission’s prior practice and submits
         that the product market definition can be left open in the present case, as the
         Transaction will not raise any competition concerns regardless of the exact definition
         adopted.
Commission’s assessment
(204) In its previous decisional practice,136 the Commission has considered a market for
         the provision of real estate services, as well as the possibility to further divide the
         market into six main segments, while ultimately leaving this question open:
            i)     Asset management: management of real estate asset portfolios;
           ii)     valuation: appraisal and valuation of real estate assets;
          iii)     development: construction or renovation of existing buildings with the aim of
                   selling or letting the site;
          iv)      brokerage: buying/selling and renting/leasing real estate assets on behalf of
                   third parties;
           v)      consulting: provision of advice on real estate; and
          vi)      property management: management and operation of real estate assets for
                   third parties.
(205) The Commission has also left open whether the market and its segments could also
         be segmented according to the use made of the real estate assets (commercial or
         residential) and/or the type of real estate involved (office, industrial, retail properties
         etc.).137
(206) In the present case, the results of the market investigation did not provide any
         elements which would justify departing from the Commission’s previous decisional
         practice.
(207) The exact definition of the product market for real estate services can be left open, as
         the Transaction does not raise serious doubts as to its compatibility with the internal
         market concerning the real estate market, or any other plausible segment previously
         envisaged by the Commission.
136 M.7663 – DTZ/Cushman & Wakefield; M.6889 – Sogecap/Cardif/Ensemble Immobilier Clichy-la-
    Garenne; M.7203 – Unibail- Rodamco/CPPIB/Centro; M.6834 – Goldman Sachs/TPG Lundy/Brookgate.
137 M.7663 – DTZ/Cushman & Wakefield; M.6889 – Sogecap/Cardif/Ensemble Immobilier Clichy-la-
    Garenne; M.3370 – BNP Paribas/Atis Real International; M.2863 – Morgan Stanley/Olivetti/Telecom
    Italia/Tiglio.
                                                     41
 ---pagebreak---         (B)         Geographic market definition
Notifying Party’s view
(208) The Notifying Party does not challenge the Commission’s prior practice and
        indicates that it is not necessary to determine the exact geographic scope of the
        market.
Commission’s assessment
(209) The Commission has previously considered that the market for the provision of real
        estate services, and its narrower segments, could be national, regional, or local,
        while ultimately leaving this question open. 138
(210) The results of the market investigation did not provide any elements contradicting
        the Commission’s previous findings.
(211) Given however that the Transaction would not lead to any serious doubts under any
        plausible geographic scope, the precise geographic scope of the market can be left
        open.
3.4.6.2. Competitive assessment of vertical effects
(212) The Transaction results in the creation of a number of vertically affected
        relationships with respect to real estate services (upstream), where both Generali and
        Cattolica are active,139 with a combined market share below 10%, and all segments
        and sub-segments of the insurance provision market in Italy (downstream) where the
        combined market share of the Parties is above 30%.
Notifying Party’s view
(213) The Notifying Party argues that it is not clear whether the provision of real estate
        service could be considered as an upstream market for the provision of life and non-
        life insurance. In any event, it submits that the market share levels of the Parties on
        the upstream market or the downstream market are not likely to give rise to any
        competition issue.
Commission’s assessment
(214) The Commission considers that the Notifying Parties will have neither the ability nor
        the incentive post-Transaction to engage in either input foreclosure or customer
        foreclosure.
(215) Regarding input foreclosure, in light of the Parties’ limited market share (below
        10%) on the overall market for the provision of real estate services in Italy, and the
        Parties’ confirmation that on any other narrower segments or geographic scope their
        combined market share would not exceed 20%, the Commission considers that the
        Parties will have neither the ability nor the incentive to engage in any input
        foreclosure behaviour, in line with the Non-Horizontal Merger Guidelines.
138 M.7663 – DTZ/Cushman & Wakefield.
139 As mentioned above, the Parties’ overlapping activities in relation to the provision of real estate services
    do not give rise to any affected market or segments at horizontal level.
                                                          42
 ---pagebreak--- (216) As to customer foreclosure, the Commission notes that real estate services may only
        serve as an input for certain types of insurance products related to property, and that
        it is relevant to primarily focus on the Parties’ combined market shares on these
        markets. According to the definitions provided by the Parties of the Italian
        regulatory framework, the main relevant categories are the provision of non-life
        insurance relating to fire and natural forces (Risk class 8), as well as other damage to
        property (Risk class 9).
(217) In terms of vertical relationship, nevertheless, all insurance provision segments
        typically require asset management services in similar proportions, so that the
        overall market for insurance provision may constitute a more relevant scope to
        assess the ability and incentive of the Parties to foreclose customers.
(218) In this respect, the Commission notes that the Parties’ combined market share on
        these segments is very moderate and in any event below 30%, i.e. not exceeding
        20% in the provision of non-life insurance relating to fire and natural forces and
        below 28% in the provision of non-life insurance relating to other damages to
        property. Furthermore, both Generali and Cattolica source a significant proportion of
        their needs in real estate internally, 140 with a residual supply to third parties.
(219) Considering the Parties’ position on the segments of the provision of non-life
        insurance that are relevant to the provision of real estate services, it appears unlikely
        that the Parties would have the ability to engage into customer foreclosure
        behaviours. In addition, in light of the fact that both Parties pre-Transaction already
        source most of their need in real estate services internally, it is unlikely that the
        minor increment resulting from the Transaction in the provision of non-life
        insurance products brought by Cattolica will give them enough of an incentive to
        engage into a customer foreclosure behaviour.
(220) Furthermore, the results of the market investigation did not evidence any
        competition issues with respect to the vertical links between the provision of real
        estate services (upstream) and the provision of non-life and life insurance products
        (downstream) in Italy, resulting from the Transaction.
3.4.6.3. Conclusion
(221) In light of the elements set out above, the Transaction does not raise serious doubts
        as to its compatibility with the internal market as regards potential vertical non-
        coordinated effects on the market and all plausible segments and sub-segments for
        real estate services, upstream, and the provision of insurance, downstream.
3.4.7. Digital services and provision of insurance products
(222) Digital services consist in the development and provision to consumers and
        undertakings of smart devices and technological solutions for internet-of-things
        systems, connected vehicles, demotics and occupational safety.
140 Generali’s captive (intra-group) revenues account for approximately […] of its real estate revenues of at
    group level.
                                                        43
 ---pagebreak--- 3.4.7.1. Market definition for digital services
        (A)        Product market definition
Notifying Party’s view
(223) The Notifying Party submits that, for the purposes of this case, the exact definition
        of the product market can be left open, as the Transaction will not raise competition
        concerns under any plausible product market definitions.
Commission’s assessment
(224) In its past practice141 , the Commission has examined the market for the provision of
        IT services and considered various sub-segmentations (based on the data gathered by
        the industry analyst Gartner), namely: (i) hardware maintenance, (ii) software
        maintenance and support, (iii) consulting, (iv) development integration, (v) IT
        management services, (vi) business management services, and (vii) education and
        training. The Commission has also considered the opportunity of subdividing the IT
        services market based on the customers’ sector (e.g., financial services, transport
        manufacturing, government), or of the distinction between small and larger
        customers.142 The Commission ultimately left the exact definition of the product
        market open.
(225) The Commission has not identified any specific elements which would justify a
        change in its previous decisional practice. In any event, the exact product market
        definition for the provision of digital services can be left open, as the Transaction
        does not raise any serious doubts as to its compatibility with the internal market
        under any plausible market definition.
        (B)        Geographic market definition
Notifying Party’s view
(226) The Notifying Party submits that, for the purposes of this case, the exact definition
        of the geographic market can be left open, as the Transaction will not raise any
        competition concerns under any plausible geographic market definitions.
Commission’s assessment
(227) In its past decisional practice, the Commission has considered that certain IT
        services markets could have a national geographic market dimension (since IT
        solutions are customised according to language and require the maintenance of a
        close relationship between the service provider and the client). In recent cases,
        however, the Commission has found an increasing globalization of the supply and
        demand for IT services, therefore, arguing in favour of a broader geographic market
        definition, which could be, at least, EEA-wide.143 The Commission ultimately left
        the geographic market definition open.
141 M.6127 – Atos Origin/Siemens IT Solutions & Services; M.3571 – IBM/Maerskdata/DMData; M.5301 –
     Cap Gemini/BAS.
142 M.6127 – Atos Origin/Siemens IT Solutions & Services.
143 M.6127 – Atos Origin/Siemens IT Solutions & Services; M.5197 – Hewlett Packard/EDS.
                                                     44
 ---pagebreak--- (228) The Commission has not identified any specific elements which would justify a
        change in its recent decisional practice. In any event, the exact geographic market
        definition for the provision of digital services can be left open, as the Transaction
        does not raise any serious doubts as to its compatibility with the internal market
        under any plausible market definition.
3.4.7.2. Competitive assessment of vertical effects
(229) Only Generali is active in the market for the provision of digital services, while
        Cattolica is not. Cattolica sources digital services from third party providers,
        including Generali, and offers them to insured customers as touchpoint (e.g., mobile
        app or website) or as innovative services (such as motor telematics or telemedicine).
(230) The Notifying Party does not have reliable estimates on the size of the EEA market
        for the provision of digital services. For Italy, the Notifying Party has elaborated its
        best internal estimates based on the 2020 statistical data published by the
        Polytechnic University of Milan concerning the car & mobility sector as to the
        number of telematics devices in Italy and the value of car & mobility telematics
        services in Italy. On the basis of such data, the estimated market share of Generali in
        the car & mobility segment in terms of number of devices would amount to
        approximately [10-20]% and the estimated market share of Generali in terms of
        value of services would amount to approximately [10-20]%.144
(231) The Transaction would create affected vertical links between the provision of digital
        services and the provision of insurance products relating to all those risk classes
        where, downstream, the Parties’ combined market share is above 30% (for non-life
        insurance, only in case a national geographic market definition is considered, these
        risk classes would be railway rolling stock, aircraft, ships, and aircraft liability. For
        life insurance, these risk classes would be sickness and retirement funds).
Notifying Party’s view
(232) The Notifying Party submits that the Transaction does not alter the upstream market
        position of the merged entity, since Cattolica has no presence in the upstream market
        for the provision of digital services.
(233) The Notifying Party further observes that Generali sources digital services from
        companies that are part of the group, so it does not represent a buyer for third
        parties. For customer foreclosure to occur, Cattolica would have to be an important
        customer with a significant degree of market power in the downstream market, while
        it is not the case in practice.
Commission’s assessment
(234) The Commission considers that, even if the vertical relationship between the
        provision of digital services and insurance products in Italy gives rise to affected
        markets, it is highly unlikely that the Transaction will have any impact on
        competition in those markets for the reasons set out below.
144 The Notifying Party confirmed that, under any plausible alternative product market segmentation of the
     market for digital services, Generali’s market share would remain below 30%.
                                                          45
 ---pagebreak--- (235) Regarding input foreclosure, the Commission observes that the Transaction will not
        change the Parties’ position in the upstream market, since only Generali is currently
        active in this market with a market share of approximately [10-20]%, which would,
        in any case, be too limited to grant Generali the ability to carry out a strategy of
        input foreclosure. Input foreclosure, as a result of the Transaction, is, therefore,
        unlikely.
(236) As regards customer foreclosure, Generali sources digital services from companies
        that are part of the group, therefore, it does not represent a buyer for third parties’
        input (digital services) and Cattolica does not hold a sufficient degree of market
        power on the downstream markets for the provision of life and non-life insurance
        products in any of the individual risk classes considered, to the extent that it cannot
        represent a significant buyer for third parties’ input (digital services). Notably,
        Cattolica would hold a market share always below 3% across all risk classes for life
        insurance provision and it would hold a market share always below 7% across all
        risk classes for non-life provision, with the exception of ships, where it would hold
        7.11% market share and railway rolling stock, where it would hold 15.28% market
        share. Notwithstanding the fact that 7.11% and 15.28% market share in ships and
        railway rolling stock, respectively, would not be sufficient to justify a strategy of
        customer foreclosure, the Commission also observes that, as already mentioned
        above, the most appropriate segmentation for these risk classes would appear to be
        wider than national and, on an EEA-wide basis, Cattolica’s market share would be
        even more diluted. Therefore, customer foreclosure would appear unlikely.
(237) Lastly, the Commission notes that the results of the market investigation did not
        evidence any competition issues with respect to the vertical relationships between
        the provision of digital services (upstream) and the provision of insurance products
        (downstream) arising from the Transaction.
3.4.7.3. Conclusion
(238) In view of the foregoing, the Commission concludes that the Transaction would not
        raise serious doubts as to its compatibility with the internal market as regards
        potential vertical non-coordinated effects on the market for the provision of digital
        services, upstream, and the provision of insurance products, downstream.
4.      CONCLUSION
(239) 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 and Article 57 of the EEA Agreement.
                                                       For the Commission
                                                       (Signed)
                                                       Margrethe VESTAGER
                                                       Executive Vice-President
                                                  46
 ---pagebreak---                                          Annex 1
IVASS DATA - Market share of Generali and Cattolica at Province level of non-life
insurance products for years 2017, 2018 and 2019 within Italy
[…]
IVASS DATA - Market share of Generali and Cattolica at Province level of life insurance
products for years 2017, 2018 and 2019 within Italy
[…]
ANIA DATA - Market share of Generali and Cattolica at Province level of non-life
insurance products for years 2017, 2018 and 2019 within Italy
[…]
ANIA DATA -Market share of Generali and Cattolica at Province level of life insurance
products for years 2017, 2018 and 2019 within Italy
[…]
                                                1