Ageas Insurance International NV — Combination C-2022/06/944

Notice under Section 6(2) of the Competition Act, 2002, filed by Ageas Insurance International NV CORAM: Mr. Ashok Kumar Gupta Chairperson Ms. Sangeeta Verma Member Mr. Bhagwant Singh Bishnoi Member

Order under Section 31(1) of the Competition Act, 2002

1. On 22nd June, 2022, the Competition Commission of India (Commission) received a notice under Section 6(2) of the Competition Act, 2002 (Act) filed by Ageas Insurance International NV (Acquirer) regarding its proposed acquisition of shareholding in Ageas Federal Life Insurance Company Limited (AFLI). In relation to the Proposed Combination, the concerned parties have entered into a share purchase agreement on 19th May, 2022 (SPA) and a shareholders agreement (SHA) on 20th June, 2022.

2. The Acquirer is already a shareholder of AFLI and it currently holds 49% of the equity share capital of AFLI. By way of the Proposed Combination, the Acquirer proposes to acquire further shareholding of around 25% in AFLI from another shareholder viz. IDBI

Bank Limited (IDBI). Thus, the Acquirer would hold 74% of the shareholding of AFLI after the Proposed Combination.

3. The Acquirer is the ultimate holding company of the Ageas group, which is an international insurance group having business activities in Europe and Asia. The products and service offered by the Ageas group globally include life insurance products, general non-life insurance products, reinsurance services and distribution of insurance products.

4. AFLI is engaged in the business of providing life insurance products in India under the categories of term plan, child plan, ULIP plan, saving plan, retirement solutions, health plan, group plan, online plans, etc. AFLI is jointly controlled by Ageas, IDBI and Federal Bank Limited with each of them having shareholding of 49%, 25% and 26%, respectively.

5. It is observed that the Acquirer group is present in insurance business in India through the AFLI and Royal Sundaram Co Limited. While AFLI is engaged in provision of life insurance business, Royal Sundaram is engaged in sale of general insurance products. The Commission notes that the Acquirer is already in control over ALFI. Further, the market position of ALFI in life insurance business is not significant. Thus, the Proposed Combination does not appear to raise any competition concern.

6. Considering the material on record, including the details provided in the notice and the assessment of the Proposed Combination based on factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have any appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

7. This order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

8. The information provided by the Acquirer shall be treated as confidential in terms of and subject to the provisions of Section 57 of the Act.

9. The Secretary is directed to communicate to the Acquirer accordingly.