For announcement of referral see OFT Press Notice 137/03
Proposed acquisition by UNUM of the employee benefits
of Swiss Life (UK) plc
Terms of Reference
1. Whereas in exercise of its duty under section 33(1) of
the Enterprise Act 2002 ("the Act") to make a reference
to the Commission in relation to an anticipated merger the
Office of Fair Trading (“the OFT”) believes that
it is or may be the case that-
(a) arrangements are in progress or in contemplation which,
if carried into effect, will result in the creation of a relevant
merger situation in that:
(i) enterprises carried on by or under the control of Unum
Ltd will cease to be distinct from enterprises carried on
by or under the control of Swiss Life (UK) plc; and
(ii) the value of the turnover in the United Kingdom of
the enterprises carried on by or under the control of Swiss
Life (UK) plc exceeds £70million; and
(b) the creation of that situation may be expected to result
in a substantial lessening of competition within any market
or markets in the United Kingdom for goods or services namely
the supply of Group Risk insurance products (which here includes
Group Life, Group Critical Illness and Group Income Protection
insurance products) in the United Kingdom.
2. Now, therefore, the OFT, in exercise of its duty under
section 33 of the Act, hereby refers to the Competition Commission
(“the Commission”), for investigation and report
within a period ending on 16 April 2004, the following questions
in accordance with section 36 of the Act-
(a) whether arrangements are in progress or in contemplation
as described in paragraph 1 which, if carried into effect,
will result in the creation of a relevant merger situation;
and
(b) if so, whether the creation of that situation may be
expected to result in a substantial lessening of competition
within any market or markets in the United Kingdom.
3. In relation to the question whether a relevant merger
situation will be created, the Commission shall exclude from
consideration one of the subsections (1) and (2) of section
23 of the Act if they find that the other is satisfied.
Penny Boys
31 October 2003
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