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Brussels, 15 October 2010

Mergers: Commission approves acquisition of RBS assets by Banco Santander

The European Commission has approved under the Merger Regulation the acquisition of a number of retail and commercial banking assets of RBS in the UK by Banco Santander of Spain. The Commission concluded that the transaction would not significantly impede effective competition in the European Economic Area (EEA) or any substantial part of it.

The assets object of the transaction consist of the Royal Bank of Scotland Group plc's (RBS) branch-related retail and small and medium sized-enterprise (SME) business in England and Wales, the NatWest branch-related retail and SME business in Scotland along with certain mid-corporate customer accounts in the UK, in total approximately 300 branches and around 40 SME and business banking centres. The divestment is part of the conditions set in the state aid control procedure (see IP/09/1915) so that RBS shares the costs of its restructuring and compensates for the distortions of competition created by the State support it received, including two State recapitalisations totalling more than £ 45 billion and the treatment of a huge portfolio of impaired assets).

The Commission's investigation has shown that the acquisition by Santander will not raise any competition concerns, in particular because the latter presently only has a relatively limited share of the commercial banking market in the UK and the overlaps resulting from the acquisition are low.

The decision is without prejudice to Royal Bank of Scotland's obligations under the state aid procedure.

This week the Commission also approved the divestment of RBS's merchant payment processing business to private equity investment firms Advent International and Bain Capital (see IP/10/1336).

The transaction was notified to the Commission on 10 September 2010 for regulatory clearance under the European Union's merger control rules. More information on the case will be available at:

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