The merger is grounded in the acquisition of exclusive control of undertaking NN Group N.V. over the company Finportal, a.s.
On 30 March 2022 the Antimonopoly Office of the Slovak Republic, the Division of Concentrations, (hereafter “the Office“) approved a merger grounded in the acquisition of exclusive control of undertaking NN Group N.V., the Netherlands (hereafter “NN“) over company Finportal, a.s., Bratislava (hereafter “Finportal“).
The company NN belongs to NN Group dealing with providing financial products, for instance life insurance, pension insurance, consulting and providing products in the field of consumer credits and mutual fund investments. In the territory of the Slovak Republic (hereafter “SR”), the undertaking NN is active only in the area of life insurance, in the field of old-age pension savings (Pillar II) and supplementary pension savings (Pillar III).
Prior to the merger, the company Finportal belongs to Arca Capital group. It operates in the field of financial intermediation, specifically it provides financial intermediation in the sectors of insurance or reinsurance, capital market, deposit taking, lending, supplementary pension savings and old-age pension savings. In addition, it operates in the field of real estate services, software solutions and financial education.
There is no horizontal overlap within the activities of merging parties, but the merger leads to a supplier-customer relationship between them. The Office assessed in the present case
financial insurance intermediation market (Finportal) in relation to life insurance market (NN),
the market of financial intermediation of old-age pension savings (Finportal) in relation to the market of old-age pension savings (NN) and
the market of financial intermediation of supplementary pension savings (Finportal) in relation to the market of supplementary pension savings (NN).
In the case of financial insurance intermediation market in relation to the life insurance market and the old-age pension savings financial intermediation market in relation to the old-age pension savings market, no more detailed assessment was required, as there was no affected market identified (the market share of merging parties is less than 30 % on vertically interconnected markets).
The Office focused in particular on the assessment of vertical interconnection of the supplementary pension savings financial intermediation market, which is the supply market for the supplementary pension savings market.
The NN Group operates on the supplementary pension savings market in the territory of the SR through company NN Tatry - Sympatia, d.d.s., a.s., which uses various sales channels for the purpose of acquiring new clients to its supplementary pension funds - its own tied agents network, independent financial agents network or direct sale.
In addition to the company NN, also Doplnková dôchodková spoločnosť Tatra banky, a.s., UNIQA d.d.s., a.s., and Stabilita, d.d.s., a.s., operate on the given market.
The undertaking Finportal operates on the market of financial intermediation of supplementary pension savings as an independent financial agent, while it has concluded contracts with several financial institutions. It is one of 68 companies, which operates on the supplementary pension savings market in the SR as an independent financial agent.
The Office assessed the possible negative consequences of the given merger, namely the possible restriction of access to customers and the restriction of access to inputs.
In terms of assessing the restriction of access to inputs (to the financial intermediation of supplementary pension savings) for NN's competitors on the supplementary pension savings market, the Office took into account that other significant competitors of Finportal are active on the financial intermediation market of this product, as it was demonstrated by the estimated position of Finportal and its competitors on this market. It is also common on the given financial intermediation market that financial intermediaries - independent financial agents provide their services to several financial institutions, and therefore there is no exclusivity towards one financial institution, as they are interested in the brokering of financial products of the widest possible portfolio of financial institutions. Thus, there is no ability or incentive in this case to prevent competing financial institutions from accessing Finportal as the provider of financial intermediation in supplementary pension savings.
In terms of restricting access to customers (the providers of supplementary pension savings), the Office took into account the fact that even before the merger, the undertaking NN was the customer of acquired company. In addition, the Office took into account the existence of several sales channels used by supplementary pension companies. Thus, there is no real exclusivity on the part of financial institutions in relation to independent financial agents. Therefore, despite the relatively concentrated market in the provision of supplementary pension savings, the motivation of undertakings after the merger is not likely to restrict the access to customers for Finportal's competitors in the field of financial intermediaries.
Likewise, the negative consequences of given vertical interconnection with regard to the possibility of obtaining sensitive information were not proven.
After evaluating documentation and information submitted, the Office came to the conclusion that the assessed merger is in accordance with the Article 11 Paragraph 1 of the Act on Protection of Competition, as it will not significantly impede effective competition on relevant market.