Mergers: Commission approves Worldline’s acquisition of Ingenico, subject to conditions

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The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Ingenico by Worldline, both active in the payment services sector. The approval is conditional on full compliance with a commitments package offered by the parties.

Executive Vice-President Margrethe Vestager, in charge of competition policy, said: “Payment services underpin all card payments that European consumers use on a daily basis. This merger would have reduced competition in the services facilitating in-store card payments in Austria, Belgium and Luxembourg. The remedy package offered by the companies will preserve competition in these markets and thus ensure these services continue to be offered at competitive prices.”

The Commission’s investigation

The Commission’s investigation focused on Worldline and Ingenico’s activities in the payment services sector, in which their activities overlap horizontally and create vertical links in a number of countries in the European Economic Area (EEA). The investigation revealed competition concerns on the markets for the provision of point-of-sale (“POS”) merchant acquiring services and POS terminal provision and management services in three countries.

• POS merchant acquiring refers to a set of services that enable merchants to accept card payments using POS terminals. Merchant acquirers sign contracts with merchants, facilitate the payment relationship between the merchant and the end-customer and ensure that merchants receive the funds following the card payment transactions.
• POS provision and management refers to the supply of POS terminals to merchants together with maintenance, repair and other services. POS terminals are the card readers used to effect payment transactions.

The Commission found that the combination of Worldline and Ingenico’s merchant acquiring businesses would raise competition concerns in Belgium, Luxembourg and Austria. Worldline is already the largest player in each of these Member States. The Commission’s investigation revealed that Ingenico is an important competitor while a limited number of credible competitors would remain in these markets following the transaction. Similarly, Ingenico represents an important alternative to Worldline, the leader in POS provision and management in Austria and Belgium.

The Commission was therefore concerned that the transaction would create or strengthen a dominant position in these markets and so would harm competition and lead to higher prices and less choice.

The proposed remedies

To address the Commission’s competition concerns, the companies offered to divest certain businesses active in POS merchant acquiring and POS terminal provision and management. Notably, the divestment consists of

• Ingenico’s Austrian POS merchant acquiring and POS provision and management business;
• Ingenico’s Belgian POS merchant acquiring business that includes the provision and management of POS terminals; and
• a part of Worldline’s merchant acquiring business in Luxembourg.

The package also includes, for each of Austria, Belgium and Luxembourg, the support services necessary to operate the businesses.

These commitments fully address the Commission’s concerns as they almost entirely remove the overlap between Worldline and Ingenico’s activities in merchant acquiring in all of the three countries concerned, as well as between their activities in POS provision and management in Austria and Belgium. The commitments therefore ensure that the current level of competition in the market is maintained and that customers continue to enjoy the same level of choice as today.

The Commission concluded that the proposed transaction, as modified by the commitments, no longer raises competition concerns. The decision is conditional upon full compliance with the commitments.

Companies and products

Worldline S.A., headquartered in France, is active in the payment and transactional services industry. It is present throughout the EEA and in emerging markets such as India, China and certain countries in Asia and Latin America.

Ingenico Group S.A., headquartered in France, is mainly engaged in the design and supply of POS terminals (hardware and related software) and also provides payment-related services such as merchant acquiring services as well as other services for in-store and online payments. It is active worldwide with operations in 170 countries.

Merger control rules and procedures

The transaction was notified on 12 August 2020.

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) or that have been referred to it (see Article 4(5) 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 notified 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). This deadline is extended to 35 working days in cases where remedies are submitted by the parties, such as in this case.

More information will be available on the competition website, in the Commission’s public case register under the case number M.9776.