ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 73/2021 Case Number: 08.05.001.021.010 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of a concentration concerning the acquisition of the sole control by Altamira Asset Management Cyprus Limited over the company consisting of the non-performing loan service and real estate management platform controlled by Alpha Bank Cyprus Limited and Agi-Cypre Ermis Limited Commission for the Protection of Competition: Mrs. Loukia Christodoulou, Chairperson Mr. Andreas Karydis, Member Mr. Panayiotis Ousta Member Mr. Aristos Aristeidou Palouzas Member Mr. Polynikis-Panagiotis Charalambides Member Date of Decision: 17 November 2021 SUMMARY OF THE DECISION On 12/02/2021, the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Altamira Asset Management (Cyprus) Limited (hereinafter the “Altamira Cyprus”), a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which, Altamira Cyprus will acquire the non-performing loan and real estate management platform controlled by Alpha Bank Cyprus and Agi-Cypre Ermis Ltd (hereinafter the “Target Company”). The participating parties are the following: 1 Altamira Cyprus is a private limited liability company, duly registered in accordance with the laws of the Republic of Cyprus. Altamira Cyprus is a wholly owned subsidiary of Altamira Asset Management S.A., a company duly registered under the laws of Spain (hereinafter the “Altamira”). Altamira is a debt recovery and real estate management platform that operates under a full recovery process structure, resulting in a consolidated lifecycle for assets under management (hereinafter the “AuM”). Assets managed by Altamira for third parties are mainly non-performing assets, which include non-performing loans (hereinafter the “NPLs”) of all types (secured, unsecured, corporate, small and medium-sized enterprises, individual, consumer, rental market) as well as real estate owned assets (“REO”) in all categories of REO (residential, tertiary, development, land, commercial) for financial institutions, institutional investors and “bad banks” (public or private financial institutions with a balance sheet consisting mainly of MES/REO). According to the notification data, in Cyprus Altamira directly owns the following property interests:
(1)100% of the share capital of Altamira Cyprus; and (
- b)6% of the share capital of doValue Cyprus Limited, (hereinafter the “doValue Cyprus”). Based on the pre-existing arrangements, Altamira Cyprus provides services to the Cooperative Asset Management Company (hereinafter the “SEDIPES”), ie the former Cooperative Bank of Cyprus Ltd (hereinafter the “STK”), and to the Cyprus Asset Management Company (“KEDIPES”), a wholly owned subsidiary of SEDIPES, which provide (
- a)servicing of MES; and (
- b)management of REOs acquired through enforcement or payment procedures against credit rights arising under MRLs. doValue S.p.A. (hereinafter the “doValue”) is a company duly registered under the laws of Italy. DoValue owns 85% of Altamira while the remaining 15% is owned by Banco Santander S.A., through its subsidiary Deva Capital Servicer Company, SLU. doValue is active in managing non-performing loans by banks and investors and is among the major players in Southern Europe. doValue is an associate of SoftBank Group Corp., (hereinafter the “SoftBank Group”), a Japanese multinational parent company listed on the Tokyo Stock Exchange. SoftBank Group is an affiliate company in an international portfolio of affiliates and affiliates involved with advanced telecommunications, Internet services, Internet of Things, robotics and clean energy technology. The Target Company is the non-performing loan service and real estate management platform, which is controlled by Alpha Bank Cyprus (hereinafter “Alpha Bank”) and Agi-Cypre Ermis Ltd (hereinafter “Ermis”) (or hereinafter 2 collectively the “Sellers”). Specifically, the Target Company is not a company with an ex ante presence in the market of the proposed transaction, but an inhouse servicing unit of Alpha Bank, which serves the portfolios with nonperforming exposures (hereinafter the “MEA”) of Sellers and manages REOs held by sellers. The concentration is based on a Sale of Business Agreement dated 14/10/2019 (hereinafter “Agreement”). Based on this Agreement, Altamira Cyprus will acquire the Target. The Commission notes that, after studying the data and information submitted with the notification, the Service of the Commission found that its content was not complete in accordance with the requirements of Annex III of the Law. Therefore, the notifying company was informed, to which successive questionnaires were sent. Moreover, a questionnaire was also sent to the Governor of the Central Bank of Cyprus. However, an email was subsequently received from participating companies, with a letter of the same date attached, informing the Commission of their decision not to implement the proposed act, while requesting its withdrawal subject to notification under Article 18
(1)of the Law. In the light of the above, the Commission noted the provisions of Article 18 of the Law which provides the following: “
(1)The participating undertakings may withdraw the notification of a merger by submitting a withdrawal request to the Commission.
(2)The Commission shall publish its decision to accept the request for withdrawal of the notification in the Official Gazette of the Republic and shall at the same time inform the Minister.” The Commission, taking into account the statement of the parties that they intend not to proceed with the implementation of the notified act, and their consequent request to withdraw it, acting on the basis of the provisions referred to, unanimously decides to accept this request. Loukia Christodoulou Chairperson of the Commission for the Protection of Competition 3