Zurich Insurance Company Ltd. — Combination C-2023/12/1092

Notice under Section 6(2) of the Competition Act, 2002 given by Zurich Insurance Company Ltd

CORAM:

Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 15th December 2023, the Competition Commission of India (‘Commission’) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (‘Act’) given by Zurich Insurance Company Ltd (‘Acquirer’). The notice was filed pursuant to the Shareholders Agreement and Investment Agreement, both dated 2nd November 2023, executed between Acquirer, Kotak Mahindra General Insurance Company Limited (‘Target’) and Kotak Mahindra Bank Limited (‘KMBL’) [Hereinafter, Acquirer and Target are collectively referred to as ‘Parties’].

2. The proposed combination envisages an acquisition of 70% of equity share capital of the Target by the Acquirer (‘Proposed Combination’). Depending upon the nature of statutory approvals received, the Acquirer will either acquire (A)(i) a 51% stake in the Target (through a combination of share subscription and share purchase) along with (ii) an additional stake of up to 19% in the Target, over a period of time; or (B) the entire 70% shareholding in the Target (through a combination of share subscription and share purchase) at the time of closing.

3. In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, vide letter dated 1st January 2024, certain information and clarifications were sought from the Acquirer. The Acquirer submitted its response vide letter dated 16th January 2024, after seeking an extension of time.

4. The Acquirer, incorporated in Switzerland, is a wholly-owned subsidiary of Zurich Insurance Group Ltd (‘Zurich Insurance Group’). Zurich Insurance Group is the listed ultimate holding company of the group comprising Zurich Insurance Group and its subsidiaries. The Acquirer, principal operating insurance company of the Zurich Insurance Group, is a multi-line insurer serving people and businesses in more than 200 countries and territories. It has no physical presence in India.

5. The Zurich Insurance Group’s entities are not regulated by the Insurance Regulatory and Development Authority of India (‘IRDAI’), and as such do not have a license to offer insurance products or services to Indian customers. The Acquirer is engaged in the provision of cross-border reinsurance services and operates as a Cross-Border Reinsurer (‘CBR’) in terms of applicable IRDAI regulations. The Acquirer through its branches based in Zurich, Dubai, and Singapore reinsures risk (i) arising from the Acquirer’s global clients operating in India, and (ii) risks which cannot be placed locally by Indian reinsurers. The Acquirer’s reinsurance business is incidental to its global insurance business.

6. The Target is incorporated in India. It is part of the Kotak Group and a wholly-owned subsidiary of KMBL. The Target is engaged in the business of providing a wide range of general insurance policies such as motor vehicle insurance, home and property insurance, commercial and health insurance and miscellaneous insurance products etc. It offers a range of products such as liability insurance, extended warranty insurance, health insurance plans such as hospital cash, health indemnity policy, benefit policy and group health insurance plans.

7. It is submitted that there is no horizontal overlap between the business activities of the Acquirer and the Target. With regards to vertical overlaps, there is potential vertical relationship in the upstream market for provision of general insurance services in India by the Target and the downstream market for provision of reinsurance services in India by the Acquirer.

8. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause an appreciable adverse effect on competition in any of the plausible relevant market(s) in India.

9. Based on the submissions of the Acquirer, the Commission noted that the presence of the Target in the upstream market is minuscule and the market share of the Acquirer in the downstream market is in the range of [0-5]%. Further, there are large players such as GIC Re, Munich Re, Hannover Re, Swiss Re etc. as well as CBRs such as AXA XL, AIG, Chubb, QBE, and the syndicates of the Lloyd’s of London operating in these markets. Based on the foregoing, it appears that the Proposed Combination is not likely to foreclose competition in any market in India.

10. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the 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.

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

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

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