Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP-MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 26.04.2022  
C(2022 ) 2848 final  
PUBLIC VERSION  
 
 
Všeobecná úverová banka, a.s.  
Mlynské nivy 1  
829 90 Bratislava  
Slovakia  
 
Slovenská sporiteľňa, a.s.  
Tomášikova 48  
832 37 Bratislava  
Slovakia  
 
Tatra banka, a.s.  
Hodžovo námestie 3  
811 06 Bratislava  
Slovakia  
 
365.bank, a.s.  
Dvořákovo nábrežie 4  
811 02 Bratislava  
Slovakia  
 
Československá obchodná banka, a.s.  
Žižkova 11  
811 02 Bratislava  
Slovakia  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 Subject : Case M.10378 – VUB / Slovenska Sporitelna / Tatra Banka / 365. bank, 
a. s. / CSOB / JV  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 17 Mar ch 2022 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Všeobecná 
úverová banka, a.s. (“ VUB ”, Slovakia), Slovenská sporiteľňa, a.s. (“ Slovenska 
Sporitelna ”, Slovakia), Tatra  banka, a.s. (“ Tatra Banka ”, Slovakia), 365.bank, a.s. 
(“365.bank ”, Slovakia)  and Československá obchodná banka, a.s. (“ CSOB ”, 
Slovakia)  propose to  acquire within the meaning of Article 3(1)(b) and 3(4) of the 
Merger Regulation joint control of a newly created joint venture , Monologi s.r.o *. 
(the “ JV”) (the “ Transaction ”).3 VUB, Slovenska Sporitelna, Tatra Banka, 
365.bank and CSOB  are designated here inafter as the “Notifying Parties ”. 
1. THE PARTIES  
(2) VUB  is a commercial bank in Slovakia active in retail and corporate banking and is 
part of Italian banking group Intesa Sanpaolo S.p.A. (Italy).  
(3) Slovenska Sporitelna  is a commercial bank in Slovakia active in  retail and 
corporate banking and is part of Austrian banking group Erste Group Bank AG 
(Austria).  
(4) Tatra Banka is a commercial bank in Slovakia active in retail and corporate 
banking and is part of Austrian banking group Raif feisen Bank International AG 
(Austria).  
(5) 365.bank  is a commercial bank in Slovakia active in retail and corporate banking 
and is controlled by J&T FINANCE GROUP SE (Czechia).  
(6) CSOB is a commercial bank in Slovakia active in retail and corporate banking and is 
part of Belgian banking group  KBC Group N.V. (Belgium).  
2. THE CONCENTRATION  
(7) On 21 July 2021 , the Notifying Parties agreed a term sheet with the intent to 
establish the JV as a limited liability company under Slovak law and setting out the 
corporate governance structure and the terms of the JV.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (“TFEU”) has introduced certain changes, such as the replacement of 
“Community” by “Union” and “common market” by “internal market”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).  
*  Should read: [Monilogi, s r.o.]  
3  Publication in the Official Journal of the European Union No C 134, 25.3.2022, p. 29 –30. 
 
 
3 (8) The JV will provide cash handling, cash in transit and cash management services to 
its parent companies, as well as to external customers.  
(9) The governing bodies relevant for taking strategic decisions are the general meeting 
and the supervisory boar d. In the general meeting, each of the Notifying Parties have 
voting rights according to their shareholding.4 [DECISION MAKING PROCESS ]. 
Reserved matters, however, require a unanimous vote of either the general meeting 
or the supervisory board. These reser ved matters include strategic decisions 
considered reflective of veto rights, typical for a situation of joint control, including 
[…].5 Due to the JV’s governing structure, the Notifying Parties will acquire joint 
control of the JV.  
(10) The JV will have suffic ient resources, including financial resources and suitable cash 
handling equipment and facilities transferred by the Notifying Parties, to operate 
independently. It will further have an own management directly employed by the JV. 
The Notifying Parties prov ide that the JV will generate a significant part of its 
turnover, potentially more than […]%, and in any case not less than […]%, with 
sales to third parties.6 Sales to the Notifying Parties will be made at market terms.7 
Lastly, the JV will operate on a l asting basis. Therefore, the JV will be full 
functional.  
3. UNION  DIMENSION  
(11) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million  (VUB: EUR 36,599 million; Slovenska Sporitelna: EUR 
9,920 million; Tatra Banka:  EUR 5,195 million; 365.bank: EUR 640 million; CSOB: 
EUR 11,514 million)8. Each of them has a  Union -wide turnover in excess of EUR 
250 million  (VUB: EUR […] million; Slovenska Sporitelna: EUR […] million; 
Tatra Banka: EUR […] million; 365.bank: EUR […] million; CSOB: EUR […] 
million) , but they do not achieve more than two -thirds of their aggregate U nion-wide 
turnover within one and the same Member State. The notified operation therefore has 
a Union dimension.   
4. RELEVANT MARKETS  
(12) The JV will be active in cash handling services and cash in transit (“ CIT”) services . 
                                                 
4  VUB ([…]%), Slovenska Sporitelna ([…]%), Tatra Banka ([…]%), CSOB ([…]%) and 365.bank ([…]%).  
5  The term sheet further provides a deadlock mechanism concerning deadlock situations on reserved 
matters , which may ultimately result in a call -option to be exercised by the agreeing Parties concerning 
the shareholdings of the vetoing Party. However, as a deadlock can only be overcome through a complex 
mechanism after a relatively long duration, and linked t o uncertainties, the veto rights of each Notifying 
Party remain effective, and the JV is controlled by all Notifying Parties post Transaction.  
6  According to the JV’s business plan submitted by the Notifying Parties, the JV is planned to generate 
[…]% of  its total turnover in the first year with services provided to third parties. This share is planned to 
increase to […]% in the third year and to […]% in the fifth year; Form CO, annex 17.  
7  Form CO, paragraphs 77 et seq.  
8  Turnover calculated in accord ance with Article 5 of the Merger Regulation.  
 
 
4 4.1. Cash handling  
(13) Cash handling services comprise a set of services such as sorting of cash, 
verification of authenticity of notes and coins, decommissioning of damaged cash, 
counting of cash, packaging of cash and crediting customer accounts.  
(14) Customers for cash handling services include commercial banks, which use it for 
their branches and ATMs, and corporate customers, primarily in the retail sector 
(e.g. gas stations or supermarkets), which need cash i n the right denomination to 
provide change to customers, and need incoming cash to be collected.  
(15) The JV will be active in cash handling both for bank customers (the Notifying 
Parties and other banks) and retail customers.  
4.1.1.  Product market  
4.1.1.1.  The Commission’s de cisional practice  
(16) In its previous decisions, the Commission distinguished separate markets for cash 
handling and CIT.9 The Commission did not assess cash handling in detail in 
previous cases.  
4.1.1.2.  The Notifying Parties’ view  
(17) The Notifying Parties consider that cash handling is a separate market from CIT and 
do not indicate a need for any segmentation.10 The Notifying Parties also submit that 
cash handling also includes the activity of cash management, which is a set of 
planning services including (i) monitoring t he quantity of cash present in ATMs, 
branches, or other points of sale; (ii) determining the required replenishments based 
on a forecast of the future cash demand; and (iii) planning cash orders.11 
(18) Finally, the Notifying Parties’ consider that the cash hand ling market excludes so -
called self -supply, which is cash processed by commercial banks for their own needs 
(e.g. provisioning of branches or ATMs), as these volumes would never have 
become available to the cash handling market absent the Transaction.12 
4.1.1.3.  The Commission’s assessment  
(19) For the following reasons the Commission consider s that cash handling constitutes a 
separate market from CIT services , in line with its previous decisions,  While many 
customers source the two services together, they can also be sou rced separately.  
(20) Furthermore, while all independent cash handling / CIT service providers perform 
both services, all of the Notifying Parties only perform cash handling and not CIT. It 
is not easy for a cash handler to enter CIT, as it requires equipment (armoured vans), 
                                                 
9  See cases M.3396 – Group 4 Falck / Securicor, paragraphs 13 and 14; M.5293 – Banco 
Santander/Alliance & Leicester , paragraphs 16 -20; and M.9625 – Banca Comerciala Romana / Raiffeisen 
Bank / BRD Societe Gener ale / CIT One , paragraphs 20 -24. 
10  Form CO, paragraph 125.  
11  Form CO, paragraph 135 -137. 
12  Form CO, paragraph 236.  
 
 
5 personnel  with the necessary qualifications ( e.g. gun carry permits, professional 
certificates, experience in private security)  and a license to act as a private security 
company . 
(21) The Commission’s market investigation did not yield indicat ions that cash 
management services should be considered a separate market  from cash handling . In 
this context, the Commission notes that cash handling is a heterogeneous set of 
services, and that the exact services provided to a customer depends on its spe cific 
needs. The Commission will therefore consider cash management as a service 
comprised in the market for cash handling.  
(22) Finally, it can be left open whether the market should be further segmented  
(exclud ing self-supply from the merchant market) , as the  Transaction does not raise 
competitive concerns under either market definition.  
4.1.2.  Geographic market  
4.1.2.1.  The Commission’s decisional practice  
(23) In a previous decision, the Commission considered that cash handling services are at 
most national in scope, but ultimat ely left the geographic market definition open.13 
4.1.2.2.  The Notifying Parties’ view  
(24) The Notifying Parties consider that the cash handling market is national in scope.14  
(25) The Notifying Parties submit that the geographic scope is not narrower than national, 
as condi tions of competition do not vary across Slovakia, players have similar 
national coverage in terms of processing centres and network, and the same 
regulatory environment applies throughout Slovakia.15  
(26) The Notifying Parties argue that the geographic scope is  not broader than national, as 
they are provided on basis of a national license and customers predominantly operate 
a Slovakia -wide network.16 
4.1.2.3.  The Commission’s assessment  
(27) The Commission  considers that cash handling is not broader than national. All 
Slovakian cash handlers’ operations are limited to Slovakia and performing cash 
handling services requires a national license from the National Bank of Slovakia.  
(28) The geographic market for cash  handling services may be further restricted by the 
time it takes to transport cash to the cash centre, i.e. CIT. As set out in Section 
4.2.2.3  below,  CIT services may be narrower than national in scope. However, all 
major CIT service providers in Slovakia are active across the country, and market 
                                                 
13  See case M.5293 – Banco Santander/Alliance & Leicester , paragraphs 19 and 20.  
14  Form CO, paragraph 127.  
15  Form CO, paragraph 127.  
16  Form CO, paragraphs 138 -141.  
 
 
6 shares do not differ materially across regions. Therefore, the Commission will 
perform its assessment for c ash handling on a national basis.  
4.2. CIT 
(29) CIT services concern the physical transportation of cash (coins and bank notes), 
which usually takes place in armoured vehicles. Cash is usually transported between 
customer outlets ( e.g. bank branches, ATMs and retail ers) and cash centres, where 
the cash is stored, sorted and processed, and vice versa . 
(30) The JV will not be active in CIT itself, but source this service from existing CIT 
providers.  
4.2.1.  Product market  
4.2.1.1.  The Commission’s decisional practice  
(31) As set out in paragraph  (16), the Commission has previously identified CIT as a 
separate market from cash handling services.  
(32) Within CIT, the Commission considered whether th e replenishment of remote ATMs 
should constitute a separate market from traditional CIT services, due to differences 
in price and specific skills required from operating staff ( e.g. light maintenance on 
ATMs). However, the Commission concluded that a separ ate market for 
replenishment of remote ATMs is not appropriate as the case in questions focused on 
traditional CIT services, in which providers of remote ATM services could easily 
participate as well. However, the Commission noted that it may be difficult for 
traditional CIT providers to provide remote ATM services, and that the situation 
could therefore have been different in case of an overlap for remote ATM services.17 
(33) Finally, the Commission considered whether CIT services performed in -house by 
banks or retailers should be included in the market for CIT services. The 
Commission concluded that in -house services should not be included in the market, 
because there is a clear trend towards outsourcing, and once outsourced, a client 
cannot credibly threaten to  insource CIT activities as it does not have the required 
personnel and equipment.18 
4.2.1.2.  The Notifying Parties’ view  
(34) The Notifying Parties submit that CIT is a separate product market  from cash 
handling. The Notifying Parties consider that the Transaction shoul d be assessed on 
the basis of a CIT market including remote ATM services.19 
4.2.1.3.  The Commission’s assessment  
(35) For the purposes of the present decision , it can be left open whether remote ATM 
services constitute a separate market from CIT services. As all major CI T service 
                                                 
17  See case M.3396 – Group 4 Falck / Securicor, paragraph 16.  
18  See case M.3396 – Group 4 Falck / Securicor, paragraph 15.  
19  Form CO, paragraph 129.  
 
 
7 providers active in Slovakia provide both services , and segmenting the market 
therefore does not change the competitive assessment . Furthermore, the JV will not 
be active in either service itself, and instead source these services from existing 
Slovak CIT service providers.  The relevant market for the Commission’s assessment 
is therefore the purchase of  CIT services market including remote ATM services . 
4.2.2.  Geographic market  
4.2.2.1.  The Commission’s decisional practice  
(36) In a previous decision, the Commission c onsidered that CIT services are , at most , 
national in scope,  and possibly narrower, based on catchment areas around depots.  
In the case, the Commission found that the geographic market definition for 
Luxembourg is national in scope, and left the geographi c market definition for the 
Netherlands and Germany open between national and narrower than national .20 
4.2.2.2.  The Notifying Parties’ view  
(37) The Notifying Parties submits that CIT services are national in scope, because the 
required licence is valid for the entire c ountry of Slovakia and providers often 
organise transport routes as to cover the whole country.21 
4.2.2.3.  The Commission’s assessment  
(38) The Commission considers that the CIT services in Slovakia may well be narrower 
than national in scope. In the Notifying Parties’ i nternal documents and a feasibility 
study by the Slovak Banking Association that the Notifying Parties submitted to the 
Commission CIT services are analysed in three Slovak regions: West, Centre and 
East. Additionally, a CIT service provider explains that serving the entire Slovak 
territory from one depot would be logistically inefficient and have an impact on fuel 
costs.22 
(39) However, for the  purposes of the present decision , adopting a narrower -than-national 
geographic market definition would not alter the competitive assessment. All major 
CIT service providers in Slovakia are active across the country, and market shares do 
not differ materially across regions.23 The Commission will therefore perform its 
assessment for the purchase of CIT services on a nation al basis.  
4.3. Banking services  
(40) The Notifying Parties are all commercial banks in Slovakia, active in retail and 
corporate banking. Banks are customers for cash handling services, and the 
Transaction therefore gives rise to a vertical relationship between the J V’s cash 
handling services upstream and the Notifying Parties’ banking services downstream.  
                                                 
20  See case M.3396 – Group 4 Falck / Securicor, paragraph 16.  
21  Form CO, paragraph 132.  
22  Non-confidential minutes of a call with a CIT service provider dated 16 December 2021, paragraph 17.  
23  Reply to question 5 of RFI 11.  
 
 
8 4.3.1.  Product market  
4.3.1.1.  The Commission’s decisional practice  
(41) For retail banking, the Commission has previously considered  several separate 
product market  definitions , such as personal current accounts, savings accounts, 
lending , private banking services, mutual funds  and other investment products . 
However, ultimately the Commission left the product market definitions open.24 
(42) For corporate banking , the Commission has identifie d separate product markets for 
large corporate customers and small and medium enterprises (SMEs).  The 
Commission has also considered and left open the possibility of separate product 
markets for services such as deposits and savings, loans, domestic paymen t services / 
current accounts, foreign payment services and cash management services.25 
4.3.1.2.  The Notifying Parties’ view  
(43) The Notifying Part ies submit that the Transaction can be assessed on the basis of 
markets for retail banking and corporate banking without an y further segmentation, 
because: 26  
(a) there is no horizontal overlap for either banking service; and  
(b) cash handling and CIT services only constitute a minimal share (<2%) of 
total expenses  incurred for providing commercial and retail banking services . 
4.3.1.3.  The Commission’s assessment  
(44) For the purposes of the present Decision, the Notifying Parties’  banking services are 
only affected vertically, as they are downstream from the cash handling services that 
will be provided by the JV. Therefore, the product market de finition should 
accurately represent the Notifying Parties’ share of all cash handling demand by 
banks in Slovakia  for the purpose of the competitive assessment .  
(45) As cash handling is primarily used to provision bank branches and ATMs, the 
Notifying Parties ’ share of the total number of Slovak bank branches and ATMs is a 
good proxy for their downstream market share. Furthermore, the Notifying Parties’ 
share of the total number of Slovak bank branches and ATMs is roughly in line with 
their combined market sha re in retail banking and corporate banking.27 
(46) Therefore, the Commission considers that the exact product market definition for 
retail and corporate banking can be left open. For the purpose of the present 
Decision, the Commission will use the Notifying Part ies’ share of Slovakia’s bank 
branches and ATMs to assess the Notifying Parties’ market share position 
                                                 
24  See for example cases M.8553 – Banco Santander / Banco Popular Group , paragraph 14 and M.5384 – 
BNP Paribas / Fortis , paragraph 9.  
25  See for example cases M.8553 – Banco Santander / Banco Popular Group , paragraphs 18 -19 and M.5384 
– BNP Paribas / Fortis , paragraphs 11 -12. 
26  Form CO, paragraph 155.  
27  The Notifying Parties’ 2020 combined market share fo r retail banking is [70-80]% and for corporate 
banking is [70-80]%. 
 
 
9 downstream of cash handling services , as banks’ cash handling needs are primarily 
driven by the servicing of ATMs and branches. In any event, the Notifyi ng Parties’ 
share of ATMs and branches in Slovakia is roughly in line with their share in the 
retail and corporate banking markets, so any plausible market definition would lead 
to the same competitive assessment .  
4.3.2.  Geographic market  
4.3.2.1.  The Commission’s decisi onal practice  
(47) In past decisions, the Commission has found that retail  banking is national  or 
regional  in scope. As concerns corporate  banking, the Commission found that 
services provided to SMEs are national in scope, but that services provided to large 
corporate customers may be broader than national in scope.28  
4.3.2.2.  The Notifying Parties’ view  
(48) The Notifying Parties  submit that the geographic market definition can be left open, 
as no competitive concerns arise even under a national market definition.29 
4.3.2.3.   The Comm ission’s assessment  
(49) For the purpose of the present Decision, the geographic market definition can be left 
open. As the upstream cash handling market in which the JV will be active is limited 
to Slovakia and conditions of competition are relatively homogeno us across the 
country , any potential effects on the downstream banking markets would be limited 
to Slovakia.  The downstream banking services of the Notifying Parties’ will 
therefore be assessed at national (Slovakia) scope.  
5. COMPETITIVE ASSESSMEN T 
(50) The Trans action gives rise to a horizontal overlap in cash handling services, by 
combining the Notifying Parties’ cash handling activities in the JV. While the 
Notifying Parties are not active in CIT services and the JV will not be active in CIT 
services, the JV wi ll combine the Notifying Parties’ purchases of CIT services. The 
Commission will assess this as a horizontal effect, pertaining to a market for the 
purchase of CIT services.  
(51) Finally, the Transaction will give rise to a vertical relationship between the JV’ s cash 
handling services upstream and the Notifying Parties’ retail and corporate banking  
services downstream . 
                                                 
28  See for example cases M.8553 – Banco Santander / Banco Popular Group , paragraphs 16 -17 and 21 -22. 
29  Form CO, paragraph 152.  
 
 
10 5.1. Assessment of horizontal overlaps  
5.1.1.  Legal  framework  
(52) The Commission Guidelines on the assessment of horizontal mergers under the 
Merger Regulation (the “Horizontal Merger Guidelines”) distinguish between two 
main ways in which mergers between actual or potential competitors on the same 
relevant market may si gnificantly impede effective competition, namely non -
coordinated effects and coordinated effects.  
(53) Non-coordinated effects may significantly impede effective competition by 
eliminating the competitive constraint imposed by each merging party on the other, 
as a result of which the merged entity would have increased market power without 
resorting to coordinated behaviour. The Horizontal Merger Guidelines list a number 
of factors30 which may influence whether or not significant non -coordinated effects 
are likel y to result from a merger. These include the large market shares of the 
merging firms, the fact that the merging firms are close competitors, the limited 
possibilities for customers to switch suppliers, or the fact that the merger would 
eliminate an import ant competitive force. Not all of these factors need to be present 
for significant non -coordinated effects to be likely. The list of factors, any one of 
which is not necessarily decisive, is also not an exhaustive list.  
5.1.2.  Cash handling  
5.1.2.1.  Market structure  
(54) Cash handling services in Slovakia are provided by two types of companies. Firstly , 
commercial banks are active in cash handling to cover their own cash -handling 
demand , as well as to offer cash handling services to external customers, often their 
corporate ban king clients . All of the Notifying Parties except for [ONE OF THE 
PARTIES ], as well as other commercial banks in Slovakia, provide cash handling 
services for internal and external demand . Secondly , external providers offer cash 
handling services often in c ombination with C IT services. The two main external 
providers are Loomis and Bonul, with Lama being a significantly smaller third 
external provider.  
(55) Table 1 below shows the Notifying Parties’  estimate of cash handling market shares 
in Slovakia, including self -supply (in -house cash handling services by banks for their 
own use, e.g. provisioning of own ATMs and branches).  Table 2 below shows the 
Notifying Parties’  estimate of cash handling market shares in Slovakia excluding 
self-supply.  
                                                 
30  Horizontal Merger Guidelines, paras 24 et seq .  


 
 
13 However, as will be set out in section 5.1.2.3 , this is an unlikely scenario  and this 
contribution to the JV’s market share would fully consist of the Notifying Parties’ 
demand, not directly affecting external customers , whose choice of alternative 
suppliers would not be reduced by the Notifying Parties’ decision to source more 
from the JV . Furthermore, the Commission considers that the value share is 
overstated, as the Notifying Parties did not allocate a value share to  commercial 
banks other than themselves, and the revenue numbers for the Notifying Parties are 
not in line with their (comparatively lower) volumes, as they likely include the 
revenue from other services that are provided together with cash handling.  
5.1.2.2.  Notif ying Parties’ view  
(61) The Notifying Parties submit that the Transaction does not lead to the creation or 
strengthening of a dominant position in cash handling.33 
(62) First , as concerns market structure, the Notifying Parties consider volume -based 
market shares the  more precise measure for market structure, as the cash handling 
market is not very homogenous. Furthermore, the Notifying Parties submits that 
banks (such as the Notifying Parties) often view cash handling as an ancillary 
service, and therefore may price it very differently from dedicated cash handlers. 
Banks often offer cash handling as part of a package of services, meaning that price 
setting can be arbitrary. The Notifying Parties additionally do not exclude that in 
some cases, their revenue data includ e the full package of services rather than cash 
handling alone, inflating the revenue share. Finally, the market size in terms of 
volume was provided by the National Bank of Slovakia, while the value -based 
market size is an estimate.34  
(63) Second , the Notifyin g Parties consider that the JV’s market share is moderate, 
namely – according to the Notifying Parties’ estimate – [30-40]% including self -
supply and [10-20]% excluding self -supply. The Notifying Parties consider that the 
appropriate market definition excl udes self -supply.  
(64) Third , the Notifying Parties submit that the Transaction will not eliminate efficient 
competition, and the JV will still face three long standing and established cash 
handling competitors with significant market shares. Furthermore, these  competitors 
have a substantial competitive advantage over the JV, as they are able to provide CIT 
services, which are a necessary input for the provision of cash handling services.35  
(65) Fourth , the Notifying Parties consider that there are no significant bar riers to entry to 
the Slovak cash handling market, and that it may be entered by cash handlers that are 
active outside of Slovakia. To illustrate this point, the Notifying Parties submit that 
the JV is set up as a new cash handling entrant, and that this i s expected to be 
achieved with a total cost of EUR […] million.36 
(66) Last, the Notifying Parties consider that the Slovak cash handling market would be 
less competitive if the JV were not established. The Notifying Parties consider that 
                                                 
33  Form CO, paragraph 235.  
34  Reply to question 2a of RFI 12 and question 1 of RFI 13.  
35  Form CO, paragraph 238.  
36  Form CO, paragraphs 239 -242. 
 
 
14 the Slovak cash handlin g market is currently rather uncompetitive and stagnant in 
nature. It considers that Loomis is currently the strongest active player, and in the 
future may become dominant and raise its prices. The Notifying Parties consider that 
the establishment of the J V will create competition and innovation in the Slovak 
cash handling market.37  
5.1.2.3.  The Commission’s assessment  
(67) Post-Transaction, the JV will become a significant competitor in the market for cash 
handling services in Slovakia, with the external providers Bonul and Loomis being 
the main alternative supplier s, and Lama as a smaller fourth competitor. The JV will 
likely be a far more credible competitor in cash handling than the Notifying Parties 
individually. While the Notifying Parties, as commercial banks, offered cash 
handling services separately pre -Transaction, competitors point out that there are 
limitations on t he services they are able to offer. For example, contrary to 
independent cash handlers, they do not work around the clock (24/7), meaning they 
may not be able to pick up cash from retail customers in the evening and prepare 
“floats” of cash  (change)  for th e stores in the morning. Furthermore, banks do not 
offer forecasting services. One competitor therefore indicated: “ At this moment  [the 
company] does not truly see them as competitors, because of their activities in the 
past and their capacities. ”38 
(68) As deta iled in section 5.1.2.1  of this decision, the market shares to be attributed to 
the JV post -Transaction are compose d of two elements, namely (i) ow n cash 
handling demand of the Notifying Parties (self -supply);  and (ii) cash handling 
services currently provided by the Notifying Parties to external commercial 
customers ( e.g. supermarkets) . Regardless of whether volumes currently handled 
internally by t he Notifying Parties would be attributed to the overall market size and 
to the JV’s market shares post -Transaction  or not , a number of other cash handlers 
with substantial market shares would be present  in the market . 
(69) Considering volume -based market shares including self -supply, the JV would reach 
a significant market share level of approx imately  [30-40]% post -Transaction. 
However, a s shown in Table 1 above, Loomis would  remain the market leader with 
[30-40]% market shar e, and Bonul would be a second strong competitor to the JV 
with a market share of [20-30]%. In addition, Lama would constitute a fourth option 
for customers, with a significantly smaller, but non -negligible market share of [5-
10]%. Considering volume -based  market shares excluding self -supply, the JV would 
have a moderate market share of [10-20]%, leading to no horizontally affected 
market for cash handling in Slovakia, which would likely exclude competition 
concerns from the outset.39 As presented in Table 2  above, Loomis ( [40-50]%) and 
Bonul ( [20-30]%) would reach  significantly higher market share levels as the JV, 
and Lama ( [5-10]%) would constitute a smaller, but non -negligible third alternative 
to the JV.  
                                                 
37  Form CO, paragraphs 244 -246. 
38  Minutes of calls with competitors dated 16 December 2021  and 13 January 2022.  
39  Horizontal Merger Guidelines, paragraph 18.  
 
 
15 (70) Furthermore, value -based market shares are only a vailable excluding self -supply, as 
the Notifying Parties do not generate turnover with self-supply cash handling 
services. Considering value -based market shares, the JV would reach a market share 
level of approx imately [30-40]%. As presented in Table 3 abo ve, Loomis ( [30-40]%) 
and Bonul ( [20-30]%) would remain as strong competitors to the JV, and Lama ( [5-
10]%) would be a smaller, but non -negligible alternative. As set out in paragraph 
(60), the Commission considers that the provided value shares of the Notifying 
Parties are likely overstated.  
(71) Based on the above, the Commission concludes that in any event, a number of 
credible providers of cash handling services would remain in the market  to constrain 
the JV , regardless whether volume -based market shares (including or excluding self -
supply) or value -based market shares are considered for the assessment . Customers 
would therefore have, post -Transa ction, at least three or even four credible suppliers 
to source cash handling services.  
(72) The Commission notes that,  to some extent,  cash handling service demand of the 
Notifying Parties that is currently outsourced to third party providers ( i.e. Loomis, 
Bonul and Lama), which could potentially be insourced post -Transaction, may 
contribute to the JV’s market share post-Transaction . 
(73) In a scenario of total insourcing of cash handling demand of the Notifying Parties 
that is currently outsourced to third -party pr oviders, the JV would have a higher 
market share.40 However, t he Commission considers a complete in sourcing scenario 
to be unlikely, for the reasons explained below in paragraphs (77) to (81). 
Furthermore, this contribution to the market share would only concern insourcing the 
own demand of the Notifying Parties, and therefore would  not reduce the choice of 
potential suppliers by other customers.41  
(74) In the course of the Commission’s investigation, two competitors raised concerns 
regarding the Transacti on, pointing at alleged problems stemming from the potential 
insourcing of Notifying Parties’ cash handling demand by the JV. Both competitors 
indicated that, in case they would lose all cash handling business currently provided 
for the JV , they would lose  a significant proportion  of their overall cash handling 
turnover . One competitor explained that this might  ultimately lead to the market exit 
of the company: “The proposed transaction involves the top -5 banks, controlling 
more than 85%  of the banking sect or, talking to cooperate together. So [the 
competitor]  will immediately lose its turnover with them. In addition, [the 
competitor]  may lose the retail customers because of the JV’ partners’ power and 
presence. This may force [the competitor]  out of the mar ket and lead to a 
monopoly” .42 A second competitor also points at significant losses in cash handling 
                                                 
40  In such event, the JV would have market shares between [40 -50]% (volume -based market shares 
including self -supply), and possibly higher when considering value -based market shares, as explained 
above in paragraph (60) of this decision  
41  The only scenario under which the insourcing of the Notifying Parties’ demand could theoretic ally affect 
the choice of other customers, is if it would lead to market exit of competing suppliers. However, as will 
be set out in paragraphs (82)-(83) below, it is unlikely that the Notifying Parties’ decision to source more 
from the JV would lead to the exit from the market of the JV’s comp etitors, who would therefore remain 
available to supply other customers.  
42  Minutes of a call with a competitor of 16 December 2021, paragraph 24.  
 
 
16 turnover in the event it would lose all its business currently provided to the Notifying 
Parties. Contrary to the other complainant, however, this competit or would not 
foresee an immediate market exit, even if the JV would insource all of the Notifying 
Parties’ current cash handling demand.43 
(75) The Commission notes that such concerns are primarily based on a complete 
insourcing scenario by the JV. However, it c onsiders that such scenario is unlikely to 
materialise in the foreseeable future post -Transaction . 
(76) First , and most importantly, the Notifying Parties do not have an interest in driving 
competitors out of the market. The business model of the JV crucially d epends on 
services provided by the companies that also provide cash handling services as third 
parties, i.e. Loomis, Bonul and Lama. While the JV will offer CIT services to 
external customers, it will not perform such services itself, but outsource those p arts 
of their business to contractual partners.44 The only current providers of CIT services 
in Slovakia are Loomis, Bonul and Lama.45 Therefore, the Notifying Parties have an 
incentive not to drive competing cash handlers out of the market, as the JV remains 
dependent on them for the sourcing of related CIT services.  
(77) Second , the JV would likely not have the capacity to handle all cash handling 
demand by the Notifying Parties. Even  though the JV combines existing cash 
handling capabilities  of the Notify ing Parties, it needs to take several steps to 
become operational  as a newly formed entity . These steps include the obtaining of 
licences, building  of the IT infrastructure, the transfer and hiring of employees and 
the tendering of CIT services to transpor t cash handled by the JV. To  increase the 
capacity of the JV further, to where  it could potentially supply the whole of the 
currently outsourced cash handling demand, the Notifying Parties provide that the 
JV would need to hire further employees and furthe r optimise its operational 
processes. The Notifying Parties estimate the JV would therefore not be able to 
insource the currently outsourced cash handling demand for a period of 
approximately  two to four years after the Transaction.46 Furthermore, the 
Commi ssion does not see indication that insourcing by the JV after such period of 
two to four years is certain.  
(78) Third , a complete insourcing strategy may not be in the economic interest of the 
Notifying Parties. The Commission notes that four of the five Notif ying Parties47 
already now have significant in -house capabilities for cash handling. Nevertheless, 
all of those banks currently outsource considerable cash handling volumes to third 
party providers. This indicates that the outsourcing of cash handling activ ities may 
be the preferable option even in cases where a commercial bank has  internal cash 
handling capabilities. This adds credibility to the Notifying Parties’ claim that they 
may still outsource significant shares of their cash handling demand to third party 
competitors, as p ost-Transaction, the Notifying Parties will still have the economic 
                                                 
43  Minutes of a call with a competitor of 13 January 2022, paragraphs 28 and 31.  
44  Form CO, paragraph 31.  
45  Form CO, Schedule 2.  
46  Response to RFI 15, paragraphs 1 et seq.  
47  [NAMES OF THE PARTIES].  
 
 
17 motivation to choose the most efficient cash services provider for each purpose .48 
The Commission notes that the main rationale for the JV is not the insourcing of 
currently outsourced cash handling demand, but the optimisation of internal 
processes by combining the Notifying Parties cash handling capabilities, as well as 
providing such services to external customers.49 
(79) Fourth , in addition to this economic incentive, internal procurement rules may 
require the Notifying Parties not to treat the JV preferentially over third party cash 
handlers when they provide a better offer in a tender.50 The Commission 
acknowledges that at least three of the Notifying Parties, [NAMES O F THE 
PARTIES] , have a history of regularly awarding cash handling business through 
competitive tenders.51 In the view of the Commission, this adds credibility to the 
claim of the Notifying Parties that their internal outsourcing and procurement 
guidelines would prevent them from contractually engaging with a company on 
other grounds than the best commercial offer.52 53 While internal guidelines and the 
Notifying Parties’ tendering history do not exclude insourcing  as such, it adds 
credibility to the Notifying  Parties claim that third party cash handlers would have 
the ability to win cash handling business in competition to the JV from the Notifying 
Parties.  
(80) Those arguments are supported by internal documents of the Notifying Parties. In a 
presentation to CEOs  of the Notifying Parties, dating 17 July 2021, it is clearly 
indicated that, at the rollout, the JV would need “ensuring the capacity to take over 
the “internal ” volume (not the outsourced volume)” . The document further 
indicates, regardless of timing and  not limited to the rollout phase, that for business 
currently outsourced, the procurement procedures of the banks apply , meaning that 
the JV would have to participate in the usual tender .54 This is in line with the 
Notifying Parties’ claim that it is in no  way certain that all or even some of the 
internal needs of the Notifying Parties will be automatically transferred to JV.55 
Furthermore, a status report on the Transaction to the board of directors of [ONE  OF 
THE PARTIES]  of 12 October 2021 stresses that t he banks guidelines on 
outsourcing of services would also apply to the JV, which stipulates  a competitive 
                                                 
48  In the Form CO, the Notifying Parties point, inter alia , at a competitive advantage of third party cash 
handlers due to their capability to provide services along with CIT services; Form CO, paragraph 238.  
49  Form CO, paragraph 5.  
50  The Notifying Parties provide that guidelines on procurement exist for all parent companies, see Form 
CO, annexes 29 to 33. The Notifying Parties further point at Guidelines on o utsourcing by the European 
Banking Authority (EBA), providing that “where institutions and payment institutions intent to outsource 
important or critical functions to entities within the same group, they should ensure that the selection of a 
group entity i s based on objective reasons and that the conditions of the outsourcing arrangement are set 
at arm’s length and explicitly deal with conflicts of interests that such an outsourcing arrangement may 
entail.”  See EBA/GL/2019/02, paragraph 28.  
51  Response to R FI 15, Schedule 3.  
52  Form CO, paragraph 230.  
53  However, the Commission notes, that insourcing of some services currently provided by third party cash 
handlers may be likely, as the Notifying Parties explain the rational of the Transaction inter alia  with 
“efficiencies are expected from the inclusion of the processing activities that are currently being provided 
for by the independent cash handlers” ; Form CO, paragraph 107.  
54  Response to RFI 14, annex 1b.  
55  Response to RFI 9, paragraph 2.  
 
 
18 tender based on objective criteria such as efficiency, innovations, new services and 
digitalisation.56  
(81) Taking into account all elements detailed above , the Commission considers that, on 
balance, a complete insourcing of all the Notifying Parties’ current cash handling 
demand is unlikely and appears to be a rather extreme scenario. Therefore, while the 
JV may insource some cash handling, the Commission considers that full insourcing 
is implausible, and that a scenario i n which the JV would only insource part of its 
parent volume to be more likely. That scenario would lead to market shares of the JV 
of up to [30-40]%, as explained in section 5.1.2.1  of this decision, potentially with 
the addition of some insourced business currently placed by the Notifying Parties 
with external cash handling providers. As explained in paragraphs (67) to (71) 
above, a number of competitors with significant market shares wou ld remain in the 
market in this scenario.  
(82) Furthermore, even in the unlikely event that the JV would insource very significant 
or all cash handling demand of the Notifying Parties, it is questionable whether the 
corresponding loss of business would make thi rd party cash handlers less 
competitive, or would even lead to market exit of one or more third party providers. 
In the market investigation, the Commission received mixed indication concerning 
the importance of economies of scale in the provision of cash handling services. One 
competitor indicated that cash handling would entail a high share of fixed costs, and 
that the share of variable costs would only be “leaving small space for optimisations. 
Their contraction will not mitigate the impact [of significant loss of business] , 
resulting in a nose -dive drop in terms of gross margin”.57 However, a second 
competitor indicated that economies of scale would only exist to a minor extent in 
cash handling .58 This would suggest that third party cash handling providers would 
be able to provide services to competitive terms even in the event of a significant 
reduction of their total business.59 In this respect, the Commission notes the presence 
of Lama on the market, which is able to operate as a cash handling co mpetitor at 
significantly smaller scale than Loomis and Bonul. As explained in paragraph (74) 
above, competitors have differing  views whether insou rcing of the JV, and the loss 
of business currently provided to the Notifying Parties, would force them out of the 
cash handling market.60 
(83) Last, the Commission notes that, even in the event that one third party cash handling 
provider would exit the market d ue to the potential loss of business currently 
provided to the Notifying Parties, customers would still have two or even three 
credible alternatives (the JV and the two remaining third party competitors of 
                                                 
56  Response to RFI 14, annex 2b.  
57  Reply by a competitor to question 1.f. of the Commission’s questionnaire to competitors.  
58  Reply by a competitor to question 6 of the Commission’s questionnaire to competitors.  
59  The Notifying Parties provide that economies of scales would exist in the provision for cash handling 
services, but only up to a minimum level of business operations, and that once a cash handler would 
surpass a certain level of cash handling volumes, economies of scales would not be substantial; Form C O, 
paragraphs 272 et seq.  
60  In this respect, the Commission notes that for one of the independent cash handling competitors – Lama – 
the proportion of business performed on behalf of the Notifying Parties is in any event very limited.  
 
 
19 Loomis, Bonul and Lama) to choose from.61 Such mark et structure may not be 
significantly different in the view of some cash handling customers. While 
customers responding to the market investigation generally considered all Notifying 
Parties to be credible suppliers of cash handling services pre -Transactio n,62 other 
customers indicated that they currently do not consider the five Notifying Parties  
separately as suitable alternatives.63 As set out in paragraph (67), competitors 
consider that the individual banks face limitations as cash handling competitors . 
(84) Based on the above, the Commission concludes that it is not likely that the 
Transaction will negatively impact the structure of the cash handling market in 
Slovakia, as (i) this would only be realistic if the JV would insource all or very 
significant cash handling business currently outsourced by the Notifying  Parties , 
which appears unlikely, (ii) even significantly insourcing by the JV may not 
necessarily force current competitors out of the market, and (iii) even if one third 
party cash handling provider would be forced to leave the market, customers would 
still have two to three credible alternatives, which some market participants who do 
not consider the Notifying Parties separately as credible competitors regard as a 
similar market structure compared to  pre-Transaction.  
(85) On the other hand, it appears unlikely that , excluding the entry of the JV,  an 
additional new entrant would timely enter the Slovak cash handling market, due to 
rather high barriers of entry. Competing cash handlers point at significant 
investments that entry would require, for example in cash machines, buildings with 
the necessary security levels, as well as in finding and hiring qualified personnel. 
One competitor provides that it is not aware of any market entry in the Slovak cash 
handl ing market in the past 15 years. Competitors also consider that entry into cash 
handling alone would likely not be viable, but that a new entrant likely would have 
to provide other services, such as CIT services, in combination.64  
(86) Finally , Slovak customers  of cash handling services are largely unconcerned about 
the Transaction. Most customers responding to the market investigation indicate that 
the Transaction would have a neutral impact on its business and on the cash handling 
market in Slovakia. A signifi cant share of respondents even foresee a positive impact 
on their business, and a very significant proportion of respondents do so for the cash 
handling market.65 66 One customer explains that the “creation of the JV would lead 
                                                 
61  Customers of cas h handling services indicate that they can rather easily switch their cash handling 
provider without significant costs and in a short time frame. Most customers responding to the market 
investigation further indicate that they would choose their cash handl ing provider via competitive tenders, 
which, in the view of the Commission, provides them with a certain degree of bargaining power vis -à-vis 
cash handling providers; replies to question 9 and 13 of the questionnaire to cash handling customers.  
62  Replies to question 10 of the questionnaire to cash handling customers. The Commission places a certain 
degree of caution on the responses to this question, as a majority of respondents consider 365.bank as 
suitable provider for cash handling services, albeit the fact that 365.bank currently does not provide such 
services to a noticeable extent to third parties (see Form CO, paragraph 25).  
63  Minutes of a call with a customer of 16 December 2021, paragraph 16.  
64  Minutes of a call with a competitor of 16 December 2 021, paragraph 21, and of a call with a competitor of 
13 January 2022, paragraph 19 et seq.  
65  Replies to question 14 of the questionnaire to cash handling customers.  
66  In addition to feedback from third party customers such as retailers, the Commission also contacted 
competing banks, who also source cash handling services either in -house or typically from external 
providers. While also retail banks provided a rather neutral view on the Transaction, one retail bank 
 

 
 
21 (91) The Notifying Parties’ purchasing share in 2020 was [50-60]%. However, the 
Notifying Parties consider that 2018 and 2019, in which the purchasing share was 
slightly lower, is more representative, as 2020 was a year in which the COVID -19 
pandemic led to a period of effective closures of cash -heavy industries and increased 
use of c ashless transactions.69 
5.1.3.2.  Notifying Parties’ view  
(92) The Notifying Parties consider that the Transaction will not bring about a change in 
the Slovak CIT market from the perspective of CIT suppliers. The Notifying Parties 
consider that the only structural change is that the JV will “intermediate” an 
estimated [40-50]% of CIT services post -Transaction  (based on 2019 data) .70 
(93) The Notifying Parties submit that the JV will cho ose CIT service providers in a non -
discriminatory manner, based on criteria such as price, qua lity and other commercial 
terms. The JV will also not engage in any exclusive contracts or tie -in practices, 
meaning that CIT suppliers are free to provide their services to customers without 
intermediation of the JV and the Notifying Parties are free to c ontract CIT suppliers 
without JV intermediation. Therefore, any attempt by the JV to  increase prices 
would be met by end -customers (the Notifying Parties or other customers) 
contracting CIT suppliers directly.71 
(94) The Notifying Parties indicate that the JV wi ll tender CIT services regularly and will 
not engage with a single CIT supplier only.72 
5.1.3.3.  The Commission’s assessment  
(95) Post-Transaction, the JV will represent a large percentage of the total demand for 
CIT services in Slovakia – around  [40-50]% (based on 2019 data) to [50-60]% 
(based on 2020 data) . Depending on the success of the JV in offering it s services to 
third -party customers (other banks than the Notifying Parties, retail customers such 
as supermarkets and banks), it may ‘intermediate’ that CIT demand as  well.  
(96) However, the extent of buyer power enjoyed by the JV, and its ability to play off 
CIT services providers against each other is limited. No single CIT provider in 
Slovakia is able to support the JV’s entire demand for CIT services.73 Current CIT 
servi ce providers are aware of this situation, with one explaining to the Commission: 
“Competitors do not have the capacity to absorb each other’s volumes, concerning 
both cash handling and CIT services. ”74 
(97) Therefore, the JV is not only planning to outsource par ts of its CIT demand to 
different CIT providers, it will in fact have to do so, considering that there is no 
single CIT service provider that is able to support the JV’s full demand. This 
situation is known to CIT service providers, which are therefore not at risk of losing 
                                                 
69  Reply to question 2 of RFI 11.  
70  Form CO, paragraph 323.  
71  Form CO, paragraphs 324 -325. 
72  Form CO, paragraph 326.  
73  Replies to question 3c of the Commission’s questionnaire to competitors.  
74  Non-confidential minutes of call with a CIT / cash handling service provider, 16 December 2021.  
 
 
22 the entirety of the Notifying Parties’ business. This will limit the possibility that one 
or more of existing CIT service providers will be driven out of business, which 
would create a CIT ma rket concentration with detrimental effects for customers, 
particularly customers other than the JV.  
(98) Expanding CIT capacity requires meaningful time and investment, namely in 
armoured vehicles, and because of the need to attract personnel with the right 
qualifications, such as private security experience, gun carry permits and other 
professional certificates.75 CIT service providers are therefore unlikely to be able to 
extend their capacity to meet the JV’s full demand in the short term, and the situation 
described above is likely to persist.  
(99) Besides the practical impossibility to outsource all of the JV’s demand to a single 
provider, doing so would most likely not be in the Notifying Parties’ interest. Having 
a sole provider for CIT service would make the J V dependent on the selected 
supplier, and threatening the continuity of other CIT services providers would risk 
creating a structural dependence, eliminating the JV’s buyer power.  
(100)  One competitor voiced an explicit concern on the JV’s post -Transaction CIT 
purchasing share, indicating that the JV would represent a significant share of all 
Slovak CIT demand, and that in case this demand would be allocated through a 
single tender, winning the CIT tender by the JV would be decisive for CIT 
operators.76 However, a s set out above, the JV is unlikely to be able to buy all its 
CIT demand through a single tender, and therefore the scenario described in the 
concerns is unlikely to materialise.  
(101)  Based on the above, the Commission consider s that the Transaction does not gi ve 
rise to serious doubts as to its compatibility with the common market because of 
horizontal non -coordinated effects in the market for the purchase of CIT services.  
5.2. Assessment of vertical relationships  
5.2.1.  Legal  framework  
(102)  According to the Commission’s Guidel ines on the assessment of non -horizontal 
mergers under the Council Regulation on the control of concentrations between 
undertakings (“Non -horizontal Merger Guidelines”), foreclosure effects may occur 
where actual or potential rivals' access to supplies or markets is hampered or 
eliminated as a result of the merger, thereby reducing these companies' ability and/or 
incentive to compete.77 
(103)  In assessing the likelihood of an anticompetitive input  foreclosure scenario, the 
Commission examines, first, whether the m erged entity would have, post -merger, the 
ability to substantially foreclose access to inputs, second, whether it would have the 
incentive to do so, and third, whether a foreclosure strategy would have a significant 
detrimental effect on competition downst ream.78 These three conditions are 
                                                 
75  Non-confidential minutes of call with a CIT / cash handling service provider, 16 December 2021.  
76  Non-confidential minutes of call with a  CIT / cash handling service provider, 13 January 2022.  
77  Non-horizontal Merger Guidelines, paragraph 18.  
78  Non-horizontal Merger Guidelines, paragraph 32.  
 
 
23 cumulative so that the absence of any of them is sufficient to rule out the likelihood 
of anti -competitive input foreclosure.79 
(104)  In assessing the likelihood of an anticompetitive customer  foreclosure scenario, the 
Commission  examines, first, whether the merged entity would have the ability to 
foreclose access to downstream markets by reducing its purchases from its upstream 
rivals, second, whether it would have the incentive to reduce its purchases upstream, 
and third, whethe r a foreclosure strategy would have a significant detrimental effect 
on consumers in the downstream market.80 
5.2.2.  Cash handling (upstream) and banking services (downstream)  
5.2.2.1.  Market structure  
(105)  The Notifying Parties are each commercial banks with banking operations  in 
Slovakia. As the provision of banking services require the handling of cash volumes, 
for example to supply bank branches or ATMs, cash handling can be considered as 
being an input for banking services. The Transaction therefore creates a vertical link 
between the JV’s cash handling business upstream and the Notifying Parties’ 
banking activities downstream.  
(106)  As detailed in Table 1, Table 2 and Table 3 above, and as further explained in 
section 5.1.2.1  of this decision, the JV’s market shares in cash handling may exceed 
30%, reaching [30-40]% to [30-40]% considering the Notifying Parties’ combin ed 
current cash handling activities, and reaching [40-50]% (and possibly higher when 
considering value -based market shares)  when assuming a complete insourcing of 
cash handling demand of the Notifying Parties. Based on these market share levels, 
the Commis sion has assessed whether the Transaction entails the risk of input 
foreclosure .  
(107)  The Notifying Parties represent a very significant proportion of the banking market 
in Slovakia. As discussed in Section 4.3.1.3 , cash handling is an input for banking 
activities that involve the use of cash, which may be the case in relation to both retail 
and corporate banking. Therefore, the Commission will assess the Notifying Parties’ 
downstream market share on basis of its share of the total number of Slovak bank 
branches and ATMs  as the most suitable proxy for cash handling demand  of banks ,81 
as detailed in Table 4 below . The Notifying Parties’ share of the total number of 
Slovak bank branches and ATMs is broadly  in line with their combined market share 
in retail banking ([70-80]%), personal current accounts ( [70-80]%) and corporate 
banking ( [70-80]%).82 Considering those market shares wo uld therefore not change 
the assessment.  
                                                 
79   Case T – 370/17 KPN v Commission, EU:T:2019:354, paragraph 119.  
80  Non-horizontal Merger Guide lines, paragraph 59.  
81  As explained further below in this section, the overall demand for cash handling services also includes 
customers other than banks, for example supermarkets.  
82  Form CO, Schedules 8, 9 and 10.  

 
 
25 (e) If the JV were to attempt to deteriorate competitive conditions on the Slovak 
cash handling market, this would create a strong incentive for foreign cash 
handlers to enter the market.88 
(f) Consi dering the limited importance of cash handling for the downstream 
banking services, there would be no clear way in which the Notifying Parties 
would benefit from an input foreclosure strategy, while the JV would be sure 
to lose a considerable amount of bus iness.89 
(111)  As concerns customer foreclosure , the Notifying Parties argue  that they  will not 
have the ability  or incentive  to en gage in customer foreclosure  and that such a 
strategy would not have a significant impact  on the market , for the following 
reasons:   
(a) The Notifying Parties are bound by their internal policies to opt for the most 
competitive offers, even if this is another cash handling supplier than the JV. 
Therefore, the Notifying Parties cannot prefer the JV as a supplier.90 
(b) There are sufficient alternative cash handlers in the Slovak market. As there 
is a general trend to outsource more cash handling activities, these 
competitors will likely have a growing amount of business to compete over.91  
(c) There are no significant economi es of scale or scope – which would make 
adopting a customer foreclosure strategy more attractive – in the cash 
handling sector, and cash handling is not characterised by network effects.92 
(d) The JV will be dependent on the existing cash handling competitors f or the 
sourcing of CIT services. Therefore, foreclosing these competitors would 
endanger the existence of the JV.93 
(e) The Notifying Parties are not allowed to coordinate their behaviour, such as 
by engaging in customer foreclosure, as it could amount to a pro hibited 
anticompetitive practice. Therefore, the Notifying Parties will select their 
cash handler based on the most competitive offer.94 
(f) The entry of the JV will increase competition in the market. The Notifying 
Parties consider that the current level of co mpetition in the market is low and 
that the competitive pressure that the JV will exercise may move them to 
make offers that are more competitive.95 
(g) Not all competitors would be affected by a customer foreclosure strategy: 
Lama SK only performs very limited  cash handling for the Notifying Parties 
                                                 
88  Form CO, paragraph 303.  
89  Form CO, paragraphs 307 -309. 
90  Form CO, paragraphs 262 -265. 
91  Form CO, paragraphs 266 -271. 
92  Form CO, p aragraphs 272 -275. 
93  Form CO, paragraph 281.  
94  Form CO, paragraph 282 -283. 
95  Form CO, paragraphs 288 -294. 
 
 
26 and therefore would only experience a minimal effect in case of customer 
foreclosure.96 
5.2.2.3.  The Commission’s assessment  
(112)  As explained in section 5.2.2.1  above, the JV would have market shares potentially 
exceeding 30% on the upstream market for cash handling, making input foreclosure  
a potential concern. However, for the following reasons the  Commission considers 
that the Notifying Parties would  likely not have the  ability  and the incentive  to 
engage in input foreclosure , and such strategy would likely not have an  impact  on 
downstream customers .  
(113)  First , the Notifying Parties are unlikely to ha ve the ability  to engage in an input 
foreclosure strategy post -Transaction. As explained in section 5.1.2.3  above , the JV 
will have an upstream market  share of [30-40]% to [30-40]%, which indicates the 
existence of significant alternative sources for cash handling services in the market. 
As set out in section 5.1.2.3 , downstream banking customers could still source from 
two significant competing cash handlers, Loomis and Bonul, as well as from Lama 
as a smaller third provider. Any attempt to engage in inpu t foreclosure would 
therefore likely be met with customers switching to those other cash handling 
suppliers.  
(114)  As further explained in section 5.1.2.3  above, market shares of the JV would reach 
[40-50]% and possibly higher  in a scenario in which the JV would insource all cash 
handling demand currently outsourced to third party providers. However, as 
explained in the same section, such scenario appears to  be unlikely to materialise. 
Furthermore, insourcing would only concern the Notifying Parties ’ own demand for 
cash handling services. Whether the Notifying Part ies source  cash handling for its 
own banking operations internally or from external providers do es, as such, not 
change the ability to foreclose downstream competitors from cash handling services 
as an input. This is particularly the case as, pre -Transaction, competitors in the 
downstream retail market source cash handling services predominantly from  third 
party providers such as Loomis, Bonul and Lama, and not from one of the Notifying 
Parties.97 A combination of the Notifying Parties’ cash handling businesses would 
therefore not increase its ability for input foreclosure.98  
(115)  Second , the Notifying Parties are unlikely to have the incentive  to engage in an input 
foreclosure strategy for cash handling. While the primary objective of the JV  is to 
create cost savings by bundling the Notifying Parties’ cash handling needs in one – 
more ef ficient – supplier, for the Notifying Parties to enjoy the full benefits on the 
JV, they expect it to generate revenues from external customers as well. The 
business plan of the JV, as provided by the Notifying Parties, indicate s considerable 
turnover projections from  external customers, which may be retail customers such as 
                                                 
96  Form CO, paragraphs 295 -298. 
97  Replies to questions 2 and 3 of the questionnaire to banking competitors, as well as minutes of a call with 
a banking competitor of 16 December 2021, paragraph 5.  
98  In the market investigation, one downstream banking competitor raised concerns that the JV may drive 
other competitors out of the market, which would leave other banks with no or only less competitive 
alternatives to source cash handling services from. Thi s concern is discussed in paragraphs (117)  et seq. 
concerning potential customer foreclosure.  
 
 
27 supermarkets, but also other commercial banks.99 This is further substantiated by an 
internal report to the supervisory board of [NAME OF THE PARTY] , dating 9 June 
2021, indicating that “the idea is that JV will/should be open to offer these services 
[cash processing services]  to all other banks and corporate customers.”100 Engaging 
in an input foreclosure strategy would therefore be contrary to the business case of 
the JV as planned by the  Notifying Parties.  
(116)  Third , an input foreclosure is unlikely to have an impact  on downstream banking 
competitors. For the provision of such services, cash handling constitutes only a very 
small cost factor of around 2%.101 Even in the unlikely event of an in crease in prices 
for cash handling services, this would unlikely significantly impact downstream 
competitors’ ability to compete in the provision of banking services. In line with 
this, downstream banking competitors responding to the market investigation took a 
rather neutral view concerning the Transaction, or did not form a substantiated view 
in their response.102 
(117)  As explained in section 5.2.2.1  above, the Notifying Parties combine a very 
significant share of [70-80]% of all bank branches and [80-90]% of all ATMs in 
Slovakia, with shares at comparable level for retail and corporate b anking, making 
customer foreclosure  a potential concern. However, the Notifying Parties would 
likely not have the ability and the incentive to engage in customer foreclosure, and 
such strategy would likely not have an ultimate impact on downstream customer s.  
(118)  In the market investigation, two competitors raised the concern  that they would lose 
a significant share of their cash handling revenues in case the JV would insource all 
current business the Notifying Parties currently obtain from third party provider s. 
One competitor provided that, as a result, “it will lose a large part of turnover”  in 
cash handling. In addition, the company may lose its retail customers because of the 
Notifying Parties’ connection with those clients as providers of corporate banking  
services. “This may force [the company]  out of the market and lead to a monopoly.” 
A second competitor similarly  indicate s that the loss of cash handling business 
currently provided to the Notifying Parties would be significant. However, this 
customer doe s not foresee that it would need to exit the market in the foreseeable 
future even in such case.103 In addition, one downstream banking competitor raised 
similar concerns indicating that the cash handling market “may be disrupted or 
disappear totally due to entry of the new dominant player. All current competitors 
may be forced to cease their operation from the Slovak market and there would be 
only one new monopoly provider left in the market.”  Even if other competitors 
would remain in the market, they would lose economies of scale and therefore only 
provide services to less competitive terms.104 
                                                 
99  Form CO, annex 17.  
100  Form CO, annex 23.  
101  Based  on estimates by the Notifying Parties, Form CO, paragraph 338.  
102  Replies to questions 6 and 7 of the questionnaire to banking competitors, as well as minutes of a call with 
a banking competitor of 16 December 2021, paragraph 23.  
103  Minutes of a call wit h a competitor of 16 December 2021, paragraphs 22 et seq., and minutes of a call 
with a competitor of 13 January 2022, paragraphs 28 et seq.  
104  Reply to questions 6 of the questionnaire to banking competitors.  
 
 
28 (119)  Nevertheless , first, it is unlikely that the Notifying Parties will have the ability to 
engage in a customer foreclosure strategy. As explained in section 5.1.2.3  above, it is 
unlikely that the JV will insource all of the cash handling business currently sourced 
from third party cash handlers and thereby foreclose competitors from a significant 
part of their customer base. Moreover, w hile the Notifying Parties – as five of the 
main commercial banks in Slovakia – represent a meaningful share of Slovak cash 
handling demand, the overall demand for cash handling is not limited to banks alone. 
In addition to banks other than the Notifying Parties, there are non -bank cust omers 
such as supermarkets, gas stations, casinos and others that require cash handling 
services. By their own estimates, t he Notifying Parties put together represent 
approximately  [30-40]% of cash handling demand in Slovakia  in terms of volumes 
of coins a nd banknotes  in 2020  (as set out in paragraph (59), this proportion could be 
higher when considering value -based shares) .105 Moreover, the Commission notes 
that, by the Notifying Parties’ estimates,  most of those volumes, namely […] pieces, 
are already handled by the Notifying Parties internally, and only additional […] 
pieces, or around [10-20]% of the total market, could be additionally foreclosed.106 
The Commission considers such demand share levels as unlikely to provide the 
Notifying Parties with the ability to foreclose upstream competitors of a significant 
share of the customer base.107 The Commission notes that any loss of business for 
third party cash handlers would presume that the JV would insource  a very 
significant proportion , or even all of  the Notifying Parties business , which appears 
unlikely for the reasons explained in section 5.1.2.3  of this decision.  
(120)  As concerns incentive to engage in a customer foreclosure strategy, it is worth 
noting that post -Transaction the JV will be dependent on the competing independent 
cash handlers, Loomis,  Bonul and Lama, for the sourcing of CIT services. Therefore, 
a customer foreclosure strategy that threatens the continuity of these companies is 
likely to damage the Notifying Parties as well.  
(121)  Third , it is unlikely that any customer foreclosure strategy b y the Notifying Parties 
would have  impact on the upstream cash handling market and ultimately on the 
downstream market for retail banking. As explained cash handling constitutes only a 
very small cost factor for the provision of banking services of around 2%.108 It is 
therefore unlikely that an increase in prices for cash handling services would 
significantly impact downstream competitors’ ability to compete in the provision of 
banking services.  
                                                 
105  The Notifying Parties provide that its com bined in -house cash handling demand (self -supply) would 
amount to […] million pieces in 2020 (see Form CO, schedule 3). A further cash handling demand of […] 
million pieces is currently outsourced to third party cash handling providers (see response to RFI  7, annex 
1). The total cash handling demand of the Notifying Parties is therefore […] million pieces, which 
constitutes [30 -40]% of the total cash handling market size of […] million pieces, as indicated in schedule 
1 of the Form CO.  
106  When deducting th e […] million pieces of current self -supply of the Notifying Parties from the overall 
market size of […] million pieces, the currently outsourced cash handling demand of the Notifying Parties 
would amount to approx. [10 -20]% of the reduced overall market.  
107  The Commission acknowledges that some companies may service the Notifying Parties to a larger degree, 
and may therefore be more impacted by a potential customer foreclosure strategy in the short term.  
108  Based on estimates by the Notifying Parties, Fo rm CO, paragraph 338.   
 
 
29 (122)  One downstream competitor in retail banking raised the concern that, in case the JV 
would drive all other cash handling competitors out of the market, other retail banks 
would be forced to source cash handling services either from their direct competitors 
or not at all: “Banks participating in the JV may choose not to  provide services to 
other banks, which will leave non -JV banks with limited or no choice of supplier at 
all, and when providing services to other banks, factor of discretion and 
discrimination cannot be omitted. The founding of JV and its operation will b e direct 
threat to the existence of other key players in the retail banking market, mainly 
because there will be no alternative for cash handling services.”109 However, for the 
reasons detailed in section 5.1.2.3  of this decision, it is questionable if the loss of 
current business with the Notifying Parties would force cash handling competitors to 
exit the market, and appears unlikely that all third part y cash handling providers 
would exit the market as a consequence of potential customer foreclosure. In line 
with this, other downstream banking competitors responding to the market 
investigation took a rather neutral view concerning the Transaction, or did  not form a 
substantiated view in their response.110  
(123)  Based on the above, the Commission considers that the Transaction does not give 
rise to serious doubts as to its compatibility with the common market due to non -
horizontal non -coordinated effects in the markets for cash handling (upstream) and 
banking services (downstream)  resulting from  potential input foreclosure and 
potential customer foreclosure.  
5.3. Assessment of possible spill -over effects  
(124)  Pursuant to Article 2(4) of the Merger Regulation, in case of th e creation of a joint 
venture that has the objective or effect of coordinating the competitive behaviour of 
undertakings that remain independent, the Commission shall assess whether such 
coordination (“ spill-over  effects ”) is compatible with the common mar ket. 
(125)   In its appraisal, the Commission shall take into account:111 
(a) Whether the parent companies retain significant activities in the same market, 
an up - or downstream market, or a neighbouring market to that of the joint 
venture.  
(b) Whether coordination resulting from the joint venture creates the possibility 
of elimination competition for the markets in question.  
(126)  In the current case, the Notifying Parties do not retain meaningful activities in the 
same market as the JV. However, all  Notifying Parties are commercial banks, and 
therefore retain significant activities in a market that is downstream from the cash 
handling market in which the JV is active.  
(127)  However, cash handling is not a particularly important input for banking services. 
Cash handling services only constitute a minimal fraction of the overall costs 
                                                 
109  Reply  to questions 8 of the questionnaire to banking competitors . 
110  Replies to questions 6 and 7  of the questionnaire to banking competitors , as well as minutes of a call with 
a banking competitor of 16 December 2021, paragraph 23. 
111  Article 2(5) of the Merger Regulation.  
 
 
30 relating to the provision of banking services (less than 2%). The turnover of the JV 
will also represent a very small part of the overall business of the Notifying Parties, 
name ly 0-5%. Additionally , as set out in section 5.1.2.3  of the present decision, the 
cash handling market remains competitive post -Transaction.  
(128)  In orde r to comply with applicable  regulations, the JV will also adopt strict policies 
that prevent sharing commercially sensitive information between the parent 
companies (the Notifying Parties).  
(129)  Based on the above, the Commission considers that the Transaction does not give 
rise to serious doubts as to its compatibility with the common market because  of 
spill-over effects.  
6. CONCLUSION  
(130)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with  the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President