The French Competition Authority has clarified the conditions under which it will consider that two parallel transactions constitute a single merger in order to apply the thresholds and for the assessment of the case.
The first transaction was a full merger between mutual insurance companies (“mutuelles”) while the second one was a contribution of contracts by a mutual insurance companies’ union to the merged entity.
Even if these two transactions were not linked de jure, the French Competition Authority used the Commission jurisdictional notice to conclude a de facto interdependence between the transactions.
The French Competition Authority underlines that the transactions were simultaneous and intended and organized as interrelated by the parties. The recitals of each of the transactions set out the relationship between them. In addition, the board minutes of all the mutual insurance companies were drafted in similar terms. The French Competition Authority also noted that they had all filed a joint request to the courts to appoint one single special auditor for the purpose of the merger (“commissaire à la fusion”).