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European Commission - Press release

Mergers: Commission approves acquisition of RBS assets by Banco Santander

Brussels, 30 November 2011 - The European Commission has approved under the EU Merger Regulation the proposed acquisition of a number of retail and commercial banking assets of Royal Bank of Scotland (RBS) in the UK by Banco Santander of Spain. After a re-notification following changes to the previously approved operation (see IP/10/1343), the Commission concluded that the amended transaction would not raise competition concerns, in particular because the overlaps between the parties' activities are very limited and Santander market shares will remain lowin the UK.

The Commission's examination focussed on the impact of the proposed acquisition of the assets, collectively known as Rainbow, on the markets for personal current accounts, mortgages, card-based consumer credit and cash handling services.

The analysis confirmed that Santander presently has a relatively limited share of the UK commercial banking market, and the overlaps in these areas resulting from the acquisition are low.

The Commission therefore concluded that the transaction would not significantly impede effective competition in the European Economic Area (EEA)1 or any substantial part of it.

The Rainbow assets were offered for divestment by RBS, together with some other businesses, in the context of the Commission's investigation of state support granted to RBS, including two State recapitalisations totalling more than £ 45 billion and the treatment of a huge portfolio of impaired assets (see IP/09/1915). RBS offered the divestments to gain the Commission's approval of its restructuring plan, as a measure to share the costs of its restructuring and to compensate for the distortions of competition created by the massive state support it received.

Today's decision is without prejudice to RBS' obligations under the state aid procedure.

The transaction was notified to the Commission on 21 October 2011 for regulatory clearance under the EU merger control rules. The transaction was re-notified given an amendment to the initial agreement leading to a change in the precise composition of the transferred business.


Rainbow consists 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 perimeter of the transaction was changed with an amendment to the initial agreement, so that now credit and charge cards held by transferring Rainbow customers in the transaction are included, as well as some other minor changes.

Merger control rules and procedures

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation ) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.

The vast majority of mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).

More information on the case will be available at:

Contacts :

Amelia Torres (+32 2 295 46 29)

Marisa Gonzalez Iglesias (+32 2 295 19 25)

1 :

The EU plus Iceland, Liechtenstein and Norway.

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