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, 17.08.2020  
C(2020 ) 5744 final  
PUBLIC VERSION  
 
Mastercard Incorporated   
2000 Purchase Street,  
Purchase, NY 10577  
United States of America  
Subject : Case M.9744 – MASTERCARD / NETS  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2)  of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
1. On 26 June 2020, the European Commission received notifica tion of a proposed concentration 
pursuant to Article 4 of the Merger Regulation and following a referral pursuant to Article 22 of 
Merger Regulation by which MasterCard Incorporated (“Mastercard”  or the “Notifying Party”, 
United States ) acquires sole contr ol of Nets’ A/S (“Nets” , Denmark ) account -to-account 
payment business (the “Target”) (the “Transaction”).3 Mastercard and t he Target  are together 
referred to as the “Parties”.  
2. The Transaction was referred to the Commission by the Danish competition authori ty pursuant 
to Article 22 of the Merger Regulation (the “Referral Request”). The Referral Request was 
subsequently joined by the national competition authorities of Austria, Finland, Norway, 
                                                 
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').  
3   Publication in the Official Journal of the European Union No C 219 , 3.7.2020 , p. 15. 
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information omitted has been replaced by 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 Sweden, and the UK. The Commission acquired jurisdiction to exami ne the Transaction on 2 
April 2020.  
1. THE PARTIES AND THE OPERA TION  
3. Mastercard  is a US -based technology company operating in the global payments industry. 
Mastercard’s main activities include ownership and operation of payment card schemes and 
provision of s witching services for card transactions. Mastercard is also active in alternative 
payment solutions through its subsidiary VocaLink Holding Limited (“Vocalink”). In particular, 
Vocalink provides account -to-account  (“A2A”)  core infrastructure services (“CIS ”) for 
interbank payment schemes (also known as “A2A CIS”). A2A payment schemes allow for 
payments directly from one bank account to another, with no need for a card.  
4. The Target  is currently a business unit within Nets, a payment solution provider headqua rtered 
in Denmark. The Target operates as a global payments business providing payment services and 
technology solutions, mainly in the Nordic region, as well as  in the Single Euro Payments Area 
(“SEPA”). The Target’s activities focus on the provision of ( i) A2A CIS, (ii) A2A payment and 
ancillary services and (iii) open banking services.  
5. On 6 August 2019, Mastercard and Nets entered into a sale and purchase agreement pursuant to 
which Mastercard agreed to purchase all the shares of three newly incorporate d wholly owned 
indirect subsidiaries of Nets, which hold the assets comprising the Target’s business. Therefore, 
the Transaction consists in the acquisition of sole control by Mastercard of the Target and gives 
rise to a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.  
2. UNION DIMENSION  
6. The Transaction does not meet the turnover thresholds set out in Articles 1(2) or 1(3) of the 
Merger Regulation. As a result, the Transaction does not have a Union dimension within the 
meaning of Article 1 of the Merger Regulation.  
7. The Transaction was referred to the Commission by the Danish national competi tion authority 
on the basis of Article 22 of the Merger Regulation on 27 February 2020. The Referral Request 
was subsequently joined by the national competition authorities of Austria, Finland, Norway, 
Sweden and the UK (together with Denmark the “Referrin g States”) within the legal deadline of 
Article 22(2) of the Merger Regulation.  
8. On 2 April 2020, the Commission adopted six decisions pursuant to Article 22(3) of the Merger 
Regulation accepting the requests of the Referring States.4 On this basis, the Co mmission 
acquired jurisdiction to examine the Transaction with regard to the Referring States.  
3. COMPETITIVE ASSESSMENT  
9. The Parties’ activities overlap horizontally mainly with respect to the provision of (i) A2A CIS 
and (ii) A2A payment services.5 
                                                 
4  C(2020)  2172 final, addressed to Austria; C(2020)  2177 final, addressed to Denmark; C(2020)  2173 final addressed 
to Finland; C(2020)  2174 final, addressed to Norway; C(2020)  2170 final, addressed to Sweden; and C(2020)  2178 
final, addressed to the UK.  
 
 
3 3.1. A2A CIS  
3.1.1.  Overview of the market and the Parties’ activities  
10. A2A CIS consist in providing interbank payment scheme  operator s6 with the core infrastructure 
and related services required for the processing of payments directly from the payer’s bank 
account to the payee’s bank account , without requiring the use of a card (“A2A payments”).  
11. More specifically, suppliers of A2A CIS provid e the core infrastructure/technology required to 
authorise, clear7 and initiate the settlement  (i.e. the completion of the transactio n through the 
transfer of funds) of A2A payments. The Parties are active in the clearing process but do not 
conduct the settlement process, which is carried out by distinct providers  (which are typically 
central banks ). In other words, A2A CIS entail all t he clearing processes that precede the 
transfer of funds, such as verifying that there are funds or credit available on individual 
accounts, authoris ing the transactions , bookkeeping, forecasting and liquidity management.8 
12. Depending on the requirements of the interbank payment scheme operator, suppliers of A2A 
CIS may provide (i) batch payment  processing ( i.e. processing together  payment orders at 
discrete intervals of time), (ii) instant (or real -time)  payment  processing  (i.e. processing of 
payments on a transaction -by-transaction basis in real time) or (iii) both. Historically, A2A core 
infrastructures only process ed batch payments. However, w ith the emergence of instant 
payments in the last decade, the market is progressively migrating from batch payment s to 
instant payments.  
13. A2A CIS can be provided either as:  
- a software solution including only the provision of a licence for the software allowing the 
processing of A2A payments (“ software -only solution ”); or  
- a managed solution consisting in the provision  of A2A core infrastructure (including the 
software, together with the hardware and the telecommunication networks and processes), as 
well as its management and operation in accordance with the rules set out by the scheme 
operator (“ managed services ”). 
14. The markets for the provision of A2A CIS are essentially bidding markets. Suppliers of A2A 
CIS (as software -only solutions or managed services) compete in tenders for contracts with 
interbank payment scheme operators. A2A CIS contracts are long -term contracts , the duration of 
which can exceed 10 years, which may be periodically tacitly renewed to ensure continuity of 
the infrastructure without switching A2A CIS provider.  
15. Mastercard  and the Target both provide software -only solutions and managed services. Their  
respective offer ing also include s both batch and instant payment processing. The Parties 
participate in A2A CIS tenders across the EEA (and beyond).9 As detailed in Table 1  below , in 
the EEA, the Parties currently provide A2A CIS in several countries. In particular, Mastercard is 
                                                                                                                                                      
5  The Parties’ activities also overlap in open banking ( i.e. system allowing banks and other financial institutions to 
share the financial data of their customers with third -party financial service providers through an application 
programming interface). In relation to open banking, no affected markets arise under any plausible market definition.  
6  Payment scheme operators are typically consortia of banks or banks’ associations. Payment scheme operators act as 
the custodians of a payment scheme’s rules and t echnical standards, determine access criteria and accept new 
members, procure A2A CIS and take responsibility for regulatory compliance.  
7  Clearing refers to the process of transmitting, reconciling and, in some cases, confirming payment orders prior to t he 
completion of the transaction and the transfer of funds ( i.e. settlement), including potentially the netting of orders and 
the establishment of final positions for settlement.  
8  A2A core infrastructures may also be referred as A2A clearing platforms.  
9  For instance, a t global level, Mastercard also provides A2A CIS in Peru, the Philippines, Saudi Arabia, Singapore, 
Thailand and the US. […]  

 
 
5 processing (i) co -exist in most cases ( e.g. it is common for A2A CIS tenders to cover both batch 
and instant payments ); (ii) are characterised by the same competitive landscape and (iii) rely to a 
very large extent on the same core technology and standards . In this respect, the Parties indicate 
that the vast majority of requirements in A2A CIS tenders are identical, notwithstanding whether 
the tenders relate to  instant or batch payment processing.15 
(C) The Commission’s assessment  
(C.i) Potential segmentation based on the scope of the services provided  
20. The results of the market investigation indica tes that software -only solutions and managed 
services are likely to constitute distinct product market s for the following reasons.  
21. First , most  competitors and a significant share of customers consider that A2A CIS providers do 
not typically have the capabilities to provide both software solutions and managed services. In 
particular, market participants stressed the fact that the  “business model f or [managed] services 
and [software] products is quite different”  and that providing managed services “implies much 
wider responsibilities and different type of expertise than just delivering a [software] 
product” .16 The Commission notes that t his contradicts the argument made  by the Parties, 
according to which managed services are simply mechanisms by which the software solution 
may be delivered.  
22. Moreover , several market participants disputed the Parties’ claim that, apart from the software, 
the components required to provide managed services are commodity products readily available 
on the market, indicating that some of these components are “ proprietary or complex 
components ” (such as core gateway s),17 which are difficult to find on the market.18 In addition, a 
competitor stressed that “ select[ing], specify[ing] and arrang[ing] these components to work 
effectively with the [software] ” is “ essential ” to be able to provide managed services and require 
specific “ knowledge ”.19 
23. Second , competitors general ly consider that the provision of managed services and software -
only solutions are characterized by different competitive dynamics and landscape.20 A large 
number of respondents to the market investigation explained that, although some A2A CIS 
providers (such as the Parties) offer both types of solutions, most players provide either only 
managed services or only software solutions. A competitor expressly indicated that “ in most 
cases, providers are specializ ed to offer only one type of solution”. Similarly, a  customer stated 
that A2A CIS provider “ normally offer one or another kind of solutions, but not both ”.21 For 
example, STET indicated that it “only offers the managed service but do not sell the products i .e. 
not the software ”.22 This is also reflected in the Parties’ internal documents , which  qualify two 
competitors, namely […] and […], as “software vendor ”.23 The Parties  do not contest the above 
                                                 
15  See Form CO, paras. 234 and ff. (see also paras. 22, 99 and 101).  
16  See replies to Questionnaires Q1 to competitors (question 11) and Q2 to customers (question 10).   
17  Core gateway are software  components providing payment services providers (“PSPs”) (e.g. banks), with a secure 
access to the A2A core infrastructure.  
18  See replies to Questionnaire R1 (question 9.1).  Conversely, several market participants confirmed that some the 
components required to provide managed services (such as datacentres and networks) are commodity products 
readily available on the market.  
19  See replies to Questionnaire R1 (question 9.1).  
20  See replies to Questionnaire Q1 to competitors (question 12).   
21  See replies to Questionnaires Q1 to competitors (questions 11 and 12) and Q2 to customers (question 10).  See also 
non-confidential versions of the minutes of conference calls with competi tors (i) dated 23 April 2020 (3pm), paras. 
16 and 18; (ii) dated 23 April 2020 (5:15pm), paras. 9 -10; and (iii) dated 24 April 2020, para. 11.  
22  See Annex 1.6 to the Form CO.  
23  See Annex 5.4 -7 to the Form CO, slide 20. In fact, Mastercard expressly acknowledged that “ neither […] nor […] 
currently offer managed services in their own ” in the EEA, but rather “ offer commercial off the shelf (COTS) 
 
 
6 and expressly acknowledged that a large number of A2A CIS providers do not offer both 
managed and software solutions which, in their view, “ may be due to competitors’ capabilities” 
or to “ a deliberate strategic choice based on each competitor’s preferred business model ”.24 
(C.ii)  Potential segmentation based on the type of payment processing  
24. The results  of the market investigation suggest that distinguishing instant and batch payment 
processing would not be warranted .  
25. First , the Commission  found that instant payments are progressively replacing batch payments , 
but that the migration of the entire market may take a long time depending on the specificities of 
each countr y; for this reason,  batch payments are expected to continue to exist for many years.25 
As a result, both types of payment processing are currently coexisting in the EEA, where it is not 
uncommon to have A2A CIS tenders requiring solutions covering both batch and instant 
payments. The Parties provided several recent examples of such tenders ( including e.g. in the 
Nordics (P27), the UK, Austria, Bulgaria and Slovenia).26 This is also corroborated by the 
feedback received from the market. For example, a competitor stated that “ requirements in A2A 
CIS tenders tend to encompass both batch and real -time solutions ”.27  
26. Second , a majority of competitors consider that the processing of batch and instant payment 
relies, to a large extent , on the same core technology. For example, a rival of the Parties 
indicated that “ the approach to processing A2A instan t payments and A2A batch payments 
follow very similar patterns ”. Although some market participants took the opposite view, they 
did not deny the existence of similarities between batch and instant payments , but gave a more 
nuanced picture stating that the “underlying technology could be different ” or that “ while the 
underlying processes can be very similar and the software deployed can also be very similar, 
there are significant differences on how the underlying systems behave ”.28 
27. Third , most competitors and  customers consider that A2A CIS providers typically have the 
capabilities to process both types of payment. A respondent explained  that “traditionally A2A 
CIS players provided batch payment solutions but […] have developed instant payment 
solutions to res pond to demand ”, which has evolved over time. Several respondent also stressed 
that A2A CIS providers, which do not have yet the capabilities to process instant payments, 
“will complete sooner or later the necessary steps to develop and implement A2A insta nt 
payment solutions ”.29 
28. Finally , competitors  generally took the view that the batch and instant payment processing 
should not be considered as separate markets as they present similar competitive dynamics and 
landscape.30 
(D) Conclusion  
29. Based on the results of the market investigation and for the purpose of this decision, the 
Commission concludes that the provision of A2A core infrastructure managed services and 
                                                                                                                                                      
software packages to be operated by a local partner or customer organization ” (see the Parties’ reply to RFI  1, 
question 74(d)).  
24  See Form CO, para. 332(g) and the Parties’ reply to RFI 2, question 5.  
25  See non-confidential versions of the minutes of conference calls with competitors (i) dated 23 April 2020 (3pm), 
para. 17 and (ii) dated 23 April 2020 (5:15pm ), para. 8.  
26  See Annex 6.3 to the Form CO.  
27  See non-confidential version of the minutes of a conference call with a competitor dated 21 April 2020, para. 14. See 
also replies to Questionnaire Q1 to competitors (question 15).  
28  See replies to Question naire Q1 to competitors (question 13).  
29  See replies to Questionnaires Q1 to competitors (questions 14 and 16) and Q2 to customers (question 11).  
30  See replies to Questionnaire Q1 to competitors (question 16).  
 
 
7 software -only solutions constitute  distinct product markets.  A further differentiation based on 
the type of payment processing is not warranted.  
3.1.2.2.  Geographic market definition  
(A) Commission’s precedents  
30. As previously indicated, the Commission has not assessed in detail the relevant market 
definition for A2A CIS in the past. However , in 2016,  in case M.8149  Mastercard/VocaLink , 
the Commission concluded (in line with the view expressed by Mastercard in th at case) that the 
provision of A2A CIS presents the characteristics of national markets. This conclusion was 
based on the fact that the Commission has consistently considered that the markets for payments 
processing services are national in scope (due to the existence of various national characteristics ) 
and that the core infrastructures in this case were designed according to the specific 
characteristics of the payment scheme s in the UK.31 
(B) The Parties’ views  
31. In the present case, Mastercard and the Target su bmit that the market is global in scope for 
several reasons.32 First , they claim that the provision of A2A CIS is highly standardised 
worldwide, with the increasing adoption of the ISO 20022 messaging standard at global 
level33 and that there is no material difference between the requirements set by the tendering 
authorities around the world. Second , the Parties consider that the emergence of supra -national 
tenders (such as the P27 Layer 1 tender in the Nordics) demonstrates that demand from 
tendering authorities is wider than national. Third , the Parties argue that A2A CIS providers 
compete across t he globe (with non -EEA players bidding in the EEA and EEA players bidding 
outside of the EEA) and that participating in A2A CIS tenders does not involve significant costs 
and risks, or any other  significant technical or legal barriers for foreign bidders . 
32. In any event , the Parties conclude that the geographic scope of the market can be left open in 
the present case since the Transaction does not raise competition concerns under any 
plausible geographic market definition.  
(C) The Commission’s assessment  
33. The mark et investigation  was not fully conclusive with respect to the geographic scope of the 
A2A CIS markets: while the Commission found that these markets are unlikely to be worldwide, 
their exact geographic scope in the EEA is unclear.  
(C.i) A2A CIS markets are unlik ely to be global in scope  
34. As explained  below, t he market investigation strongly suggests that , contrary to the Parties’ 
claim, the A2A CIS market s are unlikely to be global in scope .  
35. First , the market  investigation contradicted the Parties’ claim that the market is highly 
standardized across the globe. Although market participants acknowledged “ a trend towards the 
ISO20022 standard which provides for a common minimum standard ”, they generally stressed 
the fact that  this standard  “has not been implemented in many countries yet (especially outside of 
Europe) ” and that global standardization  is “still to be achieved ” and “ will take many years .”34 
                                                 
31  See case M.8149  Mastercard/VocaLink , paras. 18 -20 and the decisional practice cited.  
32  See Form CO, paras. 247 and ff.  
33  ISO 20022  is an ISO standard for electronic data interchange between financial institutions (see www.iso20022.org ). 
34  See rep lies to Questionnaires Q1 to competitors (question 17) and Q2 to customers (question 12). See non-
confidential version of the minutes of a conference call with a competitor dated 23 April 2020 (3pm), para. 13.  
 
 
8 36. For example, a competitor  indicated that “ there are still material differences depending on the 
geography , because jurisdictions have different approaches towards A2A, both in terms of the 
underlying technology, or standards used ”.35 Another player noted that “ outside Europe, market 
conditions are not uniform , (e.g. the ISO 20022 messaging standard is not uniformly adopted 
across the globe) and vary from country -to-country  with different standards and regulations ”.36 
Similarly, customers indicated  that “ at global level there are differences in terms of 
standard ization due to different regulations and customer behaviours ” and that “ the ISO20022 
is not yet globally used everywhere ”.37 
37. It follows that both customers and competitors consider that the level of standardization at 
global  level is still rather low.38 
38. Second , the Commission  found that market conditions are not homogeneous across the globe . A 
large majority of respondents (including both customers and competitors) consider that , as a 
result of the above lack of standardization,  the competitive dynamics a nd landscape differ 
depending on the geographies.39 For instance, a market participant explained that “ the 
competitive landscape is generally different in Europe and in Asia because in each specific 
market, a supplier needs to have proven experience and ref erences, taking into consideration the 
market features and the specific regulations ”.40 
39. In this respect , the Commission notes that, while the element s in the Commission’s file confirm 
that A2A CIS providers compete, to some extent, across the globe, they al so suggest that 
participating in tenders involve s significant costs and technical or legal barriers for non-EEA  
bidders  and may take up several years . For example, according to a competitor, “albeit non -
European players […] may participate in EEA/UK tenders and could potentially enter the 
EEA/UK market for A2A CIS, they currently exert limited competitive constraints in the 
EEA/UK because (i) they lack local knowledge and footprint, which are paramount, and (ii) they 
offer A2A CIS solutions that are n ot SEPA compliant .”41 Other players indicated that “the 
process of participating in a tender is in itself highly complex, expensive and time consuming ”.42  
40. Contrary to what the Parties  argue , the mere participation of non -EEA players in the RFI phase 
of EEA tenders for the provision of A2A CIS does not disp rove the above.43 Indeed, according 
to the Parties themselves “it is the RFP process […] that is the time -consuming element ”.44 , 
The RFP phase is also much more costly: a ccording to Annex 6.57 to the Form CO, the 
costs incurred by the Target for the participation of the RFP phase can be up to […] higher 
than the costs incurred for the RFI phase.45 This is confirmed by a competitor, which 
explained that “the investment requi red for the RFI phase is rather low, contrary to the RFP 
phase, which requires significant investments and the constitution of a dedicated team ”.46 The 
                                                 
35  See replies to Questionnaires Q1 to competi tors (question 17) and Q2 to customers (question 12) (emphasis added).  
36  See non-confidential version of the minutes of a conference call with a competitor dated 24 April 2020, para. 14 
(emphasis added).  
37  See replies to Questionnaire Q2 to customers (qu estion 12).  
38  See replies to Questionnaires Q1 to competitors (question 17) and Q2 to customers (question 12).  
39  See replies to Questionnaires Q1 to competitors (question 19) and Q2 to customers (question 13.1).  
40  See non-confidential version of the mi nutes of a conference call with a competitor dated 21 April 2020, para. 16.  
41  See non-confidential version of the minutes of a conference call with a competitor dated 24 April 2020, para. 16.  
42  See non-confidential version of the minutes of a conference call with a competitor dated 21 April 2020, para. 16.  
43  The tenders for the provision of A2A CIS typically contain an initial request for information (“RFI”) phase, in which 
bidders set out their capabilities and track record. Following this phase, a numb er of suppliers are shortlisted for the 
subsequent stage (the request for proposal or “RFP” phase). In the RFP phase, suppliers are invited to submit their 
proposals. On this basis, the payment scheme operator selects a small subset of bidders and conducts  contract 
negotiations with them.  
44  See the Parties’ reply to RFI 1, question 41(h).  
45  See Annex 6.57 to the Form CO.  
46  See non-confidential version of the minutes of a conference call with a competitor dated 23 April 2020 (3pm), para. 22.   
 
 
9 Parties also admit that “tender processes have become more complex over time and hence 
newer process are more costly ” and Mastercard indicates that the participation in a single 
tender can cost […]. Moreover, the bidding data submitted by the Parties show s that non -
EEA players are rarely shortlisted  (i.e. invited to the RFP phase ) in EEA  tenders  and that, 
conversely, EEA players have a very limited track record outside of the EEA.47 
(C.ii)  The exact geographic of the A2A CIS markets in the EEA is unclear  
41. The results of the market investigation are not conclusive as regards the exact geographic scope 
of the A2A CIS markets in the EEA .  
42. On the one hand , several elements suggest that the A2A CIS are no longer national in scope and 
could be potentially regional ( e.g. pan-Nordic) or EEA -wide.  
43. First , in recent years, the provision of A2A CIS in the EEA has been increasingly governed by 
international standards ( e.g. the messaging standard ISO 2002 2). In particular, respondents 
emphasized the role of the SEPA48 and the European Payment Council (“EPC”)’s payment 
schemes49 in the increasing standardisation and com petition in the EEA. It follows that 
customers and competitors generally consider that the provision of A2A CIS is relatively  
standardized at EEA level.50  
44. Second , some recent  tenders for the provision of A2A CIS took place at supranational level, 
such as t he pan -Nordic level Layer 1 tender issued by P27 in 2018 and the pan -European tender 
organised by EBA Clearing in 2015.51  
45. Third , EEA customers do not always require A2A CIS provider s to have a local presence at 
national level. For instance, […]. An EEA customer also explained that datacentre s are not 
always  needed at national level but should be “ at least located in the EEA for regulatory reasons 
and technical limitations (having data centres located too far away could undermine the 
processing of instant  payments) ”.52  
                                                 
47  See Annex  6.3 to the Form CO.  
48  The SEPA is a payment -integration initiative of the EU for simplification of bank transfers in euro. As of 2020, there 
were 36 members in SEPA, consisting of the EEA countries (including the UK), Switzerland, Andorra, Monaco, San 
Marino, and Vatican City.  
49  The EPC is an international non-profit association  composed of 76 members who are PSPs (mostly banks) or 
associations of PSPs, whose purpose is to support and promote the integration and development of European 
payments. In part icular, the EPC has developed and manages four payment schemes that facilitate domestic and 
cross -border euro payments within the SEPA: (i) the SEPA Credit Transfer (“SCT”) scheme (launched in 2008); (ii) 
the SEPA Instant Credit Transfer (“Inst SCT”) schem e (launched in 2017); (iii) the SEPA Direct Debit Core (“SDD 
Core”) schemes (launched in 2009) and (iv) the SEPA Direct Debit Core Business -to-Business (“SDD B2B”) scheme 
(launched in 2009). Pursuant to Regulation (EU) No  260/2012 of 14 March 2012 (also kn own as the “SEPA 
Regulation”), the SCT and the SDD Core schemes are mandatory  for all PSPs offering euro credit transfer and 
direct debit services in the EEA. The SCT Inst and the SDD B2B schemes are optional ( i.e. PSPs are free to propose 
services based o n these two schemes). See https://www.europeanpaymentscouncil.eu . 
50  See replies to Questionnaires Q1 to competitors (question 17) and Q2 to customers (question 12). For example, a 
competitor stated th at “in EEA region significant standardization progress has been made in the past years (SEPA, 
ISO20022) ”. Another player  indicated that “ There is further standardisation in the EEA due to the EPC schemes ”. 
See also non -confidential versions of the minutes of conference call s with competitors (i) dated 23 April 2020 (3pm), 
para. 14 (“ Through the SEPA project, the Eurozone has been a leader in the migration to a harmonised version of 
the ISO 20022 messaging  standard. As a consequence, the non -Euro countries in the EEA (UK, Sweden, Denmark, 
etc.) have equally adopted these standards in parallel to legacy standards for domestic transactions. ”); (ii) dated 23 
April 2020 (5:15pm), para. 13; (iii) dated 24 April 2020, para. 13.  
51  EBA Clearing is a provider of pan -European payment infrastructure solutions. Founded in 1998, the EBA Clearing is 
owned by 50 of the major banks operating in Europe and based on a country -neutral governance model. See: 
https://www.ebaclearing.eu/about -eba-clearing/at -a-glance/the -company .  
52  See non -confidential version of a conference call with a customer dated 22 April 2020, paras. 14 and 15.  
 
 
10 46. Fourth , the main EEA providers of A2A CIS, including the Parties, compete across the EEA.53  
47. Finally , customers  consider that competitive dynamics are rather homogenous across the EEA. 
While competitors disagree with th is statement , they shar e the customers’ views that 
competition for the provision of A2A CIS is homogeneous in the Nordic region (due notably to 
the P27 project).54 
48. On the other hand , other  elements in the file also suggest that the geographic market could still 
be national.  
49. First , although the level of standardization in the EEA is higher than in other geographies, several 
competitors and customers stressed the “ lack of interoperability across Europe ” which, according 
to them, reveals “ a lack of standardization (even in Europ e)”. Another market participant 
explained that “ in EEA, SEPA has achieved a high level of standardization, but even here there 
are differences in implementation due to different interpretation of SEPA Implementation 
Guidelines or because some aspects of pr ocessing are left open to the market ”. As a result, 
competitors generally expressed the view that competition is not homogeneous in the EEA.55  
50. Second , many market  participants stressed the importance of having a local footprint  due to the 
existence of national specificities and the need to tailor the A2A core infrastructures to meet 
specific customer needs and local requirements/specificities. For example, a competitor 
explained that “even in Europe, [A2A] core infrastructure so lutions are hig hly customised to 
local market dynamics ”.56 Similarly, another player stressed the “ existence of local 
specificities/requirements (e.g. legal requirement for payments data to be held in data centres 
located in the same country/region) ” and th e fact that “ consumers’ habits remain very different 
from one country to another (including in the EEA). As a result of the above, it is important to 
have local presence/footprint and, depending on the region/country, the competitive 
dynamics/conditions ma y differ (including in the EEA) ”.57  
51. In this respect,  some elements in the file suggest that the local footprint may be more important 
for managed services than for software services. For instance, according to a competitor,  the 
local footprint  is “of paramount importance, especially for managed services  (providers being 
usually required to operate the system locally notably for data privacy constraints) ” and that 
“local presence is, to some extent, less relevant for the provision of software -only solution ”.58  
52. Finally , the Commission notes that the Parties themselves acknowledged that it is an “ inherent 
part of any A2A CIS providers’ business model to understand the particularities of local 
markets, obtaining regulatory approval and building up work ing relationships with the local 
national bank ”,59 which is also corroborated by their internal documents.60 
(D) Conclusion  
53. Based on the results of the market investigation and for the purpose of this decision, the 
Commission considers that it can be left open whether the A2A CIS markets are national, 
regional within the EEA or EEA -wide in scope as these alternative geographic market 
                                                 
53  See notably the bidding data submitted by the Parties (Annex 6.3 to the Form CO).  
54  See replies to Questionnaires Q1 to competitors (question 19) and Q2 to customers (questions 13.2 and 13.3).  
55  See replies to Questionnaires Q1 to competitors (question 17) and Q2 to customers (question 12).  
56  See replies to Questionnaires Q1 to competitors (question 17) and Q2 to customers (question 12). Emphasis added.  
57  See non-confidential version of the minutes of a conference call with a competitor dated  23 April 2020 (3pm), para.  15.  
58  See non-confidential version of the minutes of a conference call with a competitor dated 23 April 2020 (5:15pm), 
para.  14 (emphasis added).  
59  See Form CO, para. 258.  
60  See e.g. Annex 5.4.3 -3 to the Form CO, pp. 21, 27, 33, and 37.  
 
 
11 delineations do not affect the Commission’s conclusions regarding the compatibility of the 
Transaction with the internal market . 
3.1.3.  Competitive assessment  
3.1.3.1.  The Parties’ views  
54. The Parties submit that the Transaction does not give rise to competition conc erns regardless of 
the exact scope of the A2A CIS market. Their main arguments are summarized below.  
55. First , the Parties  submit that, post -Transaction, the new entity would face significant 
competition in the EEA from a wide range of competitors with relev ant capabilities across both 
managed services and software -only solutions. In particular, over the period 2014 -2019, the 
Parties have identified 21 competitors having participated in EEA tenders for the provision of 
A2A CIS. The Parties note that several o f these rivals have been shortlisted and have won at 
least once.61  
56. Second , the Parties argue that the growing trend towards the constitution of bidding partnerships 
(or consortia) by A2A CIS providers favours competition. Consortia allow A2A CIS providers 
(i) to participate in tenders for projects that they would not be able to run on their own or (ii) to 
improve their offer and, thus, their chances to win (by e.g. partnering with a local partner). The 
Parties also note that sometimes the creation of consor tia is even encouraged by A2A CIS 
customers.62 In this context, the Parties submit that, when assessing the number of credible 
players currently active on the market, the Commission should not only consider players able to 
bid on their own but should also t ake into consideration consortia. They also submit that bidding 
in consortia allows providers unable to bid on their own to progressively gain expertise and 
build a track record.  
57. Third , the Parties consider that they are not each other’s closest competitor s in the market for the 
provision of A2A CIS . This, according to them,  is corroborated by the bidding data . In terms of 
offerings, the Parties observe that their products are largely complementary : [Parties views on 
how their products compare to each other ].63 
58. Fourth , the Parties consider that A2A CIS customers  play a critical role in ensuring an adequate 
level of competition within the market. The se sophisticated customers have the relevant 
expertise to design competitive tender processes and generally extend the invitation to a large 
number of providers, including the possibility to participate in consortia. In addition, the Parties 
submit  that custo mers’ capability to develop A2A CI solutions in -house further exert s 
significant competitive pressure on A2A CIS providers .64 
59. Finally , the Parties consider that the market for A2A CIS  is cha racterised by relatively low  
barriers to entry and  to switching. In  particular, they note that customers often impose 
transitional arrangements on incumbent providers to facilitate the switching to new providers. 
They also observe that increasing standardization facilitate s market access.65 
                                                 
61  Form CO, paras. 334 and ff.; Supplemental Submission  on managed services , para. 4 and paras. 8 and ff.  
62  Form CO, paras. 245 (e); Supplemental Submission  on managed services , paras. 29 and ff.  
63  Form CO, paras. 340 -342; Supplemental S ubmission  on managed services , para. 4 and paras 50 and ff.  
64  Form CO, paras. 386 and ff.; Supplemental Submission  on managed services , paras. 80 and ff.  
65  Form CO, paras. 458 -460; Supplemental Submission  on managed services , paras. 64 and ff.  
 
 
12 3.1.3.2.  The Commission’s assessment  
(A) Preliminary remarks  
60. As a preliminary remark, the results of the market investigation, do not materially differ 
depending on the EEA country or region  concerned .66 Although national or regional specificities 
exist (with e.g. different incumbent providers  and specific local requirements), the main 
characteristics of supply  and dema nd in the A2A CIS markets can be described along the same 
set of dimensions across the EEA. Therefore, unless otherwise specified, the findings of Section 
3.1.3.2 (regarding e.g. competitive landscape, closeness of competition, barriers to entry and  
switching ) do not materially differ depending on the geographic market at stake.  
61. In addition, as explained in Section 3.1.1 above, A2A CIS markets are essentially bidding 
market s where  competition primarily takes place during the tender processes for the award of 
contracts with payment scheme operators. Moreover, the latter typically award their contracts to 
a single successful bidder (“winner -takes -all” principle). In this context, the  Commission 
considers, in this case, that the number of credible competitors is a better metric of market 
power than market shares (at a given date), because momentary market share figures are 
unlikely to give reliable indications as to how competition wil l unfold when a new tender comes 
up).67 The above is not disputed  by the Parties.68 In this context, the Commission’s assessment 
will focus on the number of alternative credible competitors remaining active on the A2A CIS 
markets post -Transaction.  
(B) Market for  the provision of managed services  
62. For the reasons set out below, the Commission finds that the Transaction raises serious doubts as 
to its compatibility with the internal market with respect to the provision of managed services  in 
the EEA under all plausible market definition . 
63. First , the  number  of credible players able to bid on their own for the provision of managed 
services in the EEA  is limited.  In th is market , the elements in the Commission’s file, including 
the feedback received from the market  investigation, as well as the Parties’ internal documents 
and bidding data, revealed that the Transaction would  lead to the reduction  in the number of 
                                                 
66  See e.g. replies to questions 25.4 and 34.3 of Questionnaire Q1 to Competitors and question 19.4 of Questionnaire 
Q2 to Customers.  
67  See e.g. cases M.8258 – Advent International/Morpho , paras. 161 -162, and M.3641 – BT/Infonet , para. 16. Such a 
finding does not  mean that market shares have no value when assessing the strength of the various competitors on a 
bidding market, especially where those market shares remain relatively stable over time ( see e.g. case / -210/01 – 
General Electric v. Commission , paras. 149-150). However, in the present case, the data available does not cover a 
sufficiently long  period of time, which is due to the relatively recent emergence of instant payments (in the last 
decade) and to the fact that tenders are infrequent.  
68  See Form  CO, paras. 245, 327 and 435.  Nevertheless, the Parties provided market shares estimates for the provision of 
A2A CIS at EEA level based on different metrics: (i) the volume of transactions  processed through the core 
infrastructure in the EEA ( Mastercard: [10-20]%; Target: [5 -10]% ) and (ii) the number of A2A tenders won  in the 
EEA since 2014 ( Mastercard: [5 -10]%, Target: [20 -30]% ). However, the Parties submit that the above market share 
estimates are not reliable since: (i) these market shares are mere inte rnal estimates, with no public available data to 
support them and (ii) these are bidding markets, which are lumpy markets. For the same reasons, the Parties also 
strongly contest the approach taken by the Danish competition authority consisting in computin g market shares based on 
the value of the EEA contracts  reported in the Parties’ bidding data ( Mastercard: [30 -40]%; Target: [20 -30]% ).  
The Commission considers that, irrespective of the metrics used, the above market shares estimates do not accurately 
depict the Parties’ market power for several reasons. First , market shares at a given date are less relevant to assess 
market power in bidding markets and the limited data available does not cover a sufficien tly long  period of time to 
assess the market share evolution. Second , depending on the metrics used, the Parties’ combined market share at 
EEA level differ s significantly ( i.e. [20-30]% based on the volume of transaction, [20-30]% based on the nu mber of 
tenders won; [50-60]% based on the contract value). Third , the market shares provided by the Parties based on the 
volume of transactions are of limited relevance since (i) those are computed on the basis of a broadly defined total 
market (encompassing of tot al transaction volumes for credit transfers and direct debits) that is clearly much broader 
than the A2A CIS market at stake; and (ii) the Parties have not been able to allocate [40-60]% of this broadly defined 
market. Fourth , market share estimates based on the number of tenders won suffer from the problem of treating all 
bids as equal and identical despite significant differences in complexity and total contract value.  
 
 
13 credible competitors from  five to four, the Parties’ main and only credible competitors in the 
EEA being Equens, SIA69 and STET.70 
64. In fact, many of the players mentioned in the Form CO (i) do not consider themselves as 
competitors of the Parties71 and (ii) are perceived by market participants as being neither 
credible72 nor competitiv e73 providers of managed services in the EEA. Several respondents also 
stressed that the “ number of managed service providers [is] more restrict ed” than for software -
only solutions and that “ very few providers offer Managed Services ”.74 
65. This is also corroborated  by the Parties’ internal documents, which suggest that several players 
mentioned in the Form CO are not active or credible in managed services. For example, the 
Parties’ internal documents (i) qualify […] as “software vendor ”;75 and state that (ii) […];76 that 
(iii) […];77 and that (iv) […].78 
66. Similarly, the bidding  data submitted by the Parties79 shows that, while many players  are 
participating in the RFI phase of tenders for the provision of managed services,80 very few have 
been shortlisted at least once (namely […]81) and (ii) only three of them ( i.e. Equens, STET and 
SIA) have won at least  one tender82 (see Table 2 below ). 
                                                 
69  The Parties explained that, in the Eurozone, SIA typically bids in consortium with EBA Clearing and independently 
from EBA Clearing outside the Eurozone. EBA Clearing is a provider of pan -European payment infrastructure 
solutions, owned by the largest European banks, which has a long lasting partnership with SIA. Under this 
partnership, SIA provides EBA Clearing with its A2A CIS technology. In particular, SIA has implemented and 
manages the pan -European A2A core infrastructures of EBA Clearing, namely STEP2 (clearing platform for batch 
payments launched in 2003) and RT1 (clearing platform  for instant payments launched in 2017 and awarded to SIA 
pursuant to a tender process). The Commission understands that EBA Clearing does not have its own A2A CIS 
technology and does not bid independently from SIA.  
70  See e.g. replies to Questionnaires Q1 to competitors, (question 25) and Q2 to Customers (question 19 ). 
71  See replies to Questionnaires Q1 to competitors (question 4). For example, a respondent indicated that it “ does not 
have A2A capabilities ”; a second one expla ined that it “ does not provide a Software -only solution or a Managed 
Service ”; a third one stated that it has “ no activity in the EEA ”; a fourth  one indicated that it “ does not see itself as a 
provider of A2A CIS ” and a fifth one explained that it “ does no t provide A2A CIS ”. 
72  See replies to Questionnaires Q1 to competitors (question 25), and Q2 to Customers (question 19).  
73  See replies to Questionnaires Q1 to competitors (question 26), and Q2 to Customers (question 20).  
74  See non -confidential version of  the minutes of a conference call with a competitor dated 23 April 2020 (5:15pm), 
paras. 9 and 10, as well as replies to Questionnaires Q1 to competitors (question 25), and Q2 to customers ( questions 
15 and 19). See also Section 3.1.3.2(C)  below.  
75  See Annex 5.4 -7 to the Form CO, slide 20.  
76  See Annex 5.4.3 -36 to the Form CO , slide 10.  
77  See Annex 5.4.3 -3 to the Form CO, slide 36.  
78  See Annex 5.4.3 -3 to the Form CO, slides 32 and 34.  
79  See Annex 6.3 to the Form CO.  
80  In that respect, the Commission considers that the Parties’ claim that competitors have the ability to constrain the 
Parties by their mere participation in the RFI phase suffers from several flaws. In particular, participation in the RFI 
phase, which is relatively easy and entails limite d costs (se e paragraph 40 above), does not guarantee the ability to 
win. Moreover, the larger number of bidders involved in the RFI phase appears to be explained, at least partly, by the 
fact that it is possible to bid in consortia, however, that does not mean that each consortia member individually can 
constrain the Parties. See also non -confidential version of the minutes of a conference call with a customer, dated 22 
April 2020, para. 6 indicating that several bidders involved in the RFI phase of its ten der for managed services were 
“not credible bidders for the A2A clearing and settlement ”. 
81  With respect to […], the Commission notes that, apart from Annex 6.3 to the Form CO, there is no indication in the 
file (neither in the Parties’ internal documents , nor in the feedback received from the market) that […] is active or 
credible in the provision of A2A CIS in the EEA ( e.g. no market participants mentioned it as a competitor).  […] has 
also been shortlisted twice in consortia with software providers ( i.e.  […])  but does not currently have the ability to 
participate in A2A CIS tenders on a stand -alone basis.  
82  Equens won a tender for the provision of managed services in the Netherlands in 2016 and […]. STET won a tender 
in Belgium in 2016 […], currently pr ovides managed services in France and […]. SIA won […] the tender organized 
by EBA in 2016 for the provision of managed services at pan -European level.  
 
 
14 67. Second , although the market  investigation confirmed that it is common to bid in consortia when 
participating in tenders for the provision of managed services, it also revealed that the 
competitive constraints exerted by consortia in A2A CIS tenders are more limited than 
suggested by  the Parties .  
68. On the one hand, the results of the market investigation suggest that such consortia allow 
competitors that would not have the capabilities to run a project on their own to leverage the 
footprint or the specialized capabilities of third part ies to submit credible bids.83 Some 
respondents also confirmed that consortia may compete on an equal level with providers bidding 
on their own.84  
69. However, on the other hand, the Commission found that  setting up consortia may be difficult 
since  some of the components required to provide managed capabilities are “ proprietary or 
complex ” and, thus , hard to find on the market.85 The market investigation also suggests that 
consortia are not relevant for all tenders and mainly concern large and complex projects, which 
are less common . For smaller and less sophisticated tenders , consortia are primarily justified by 
the need to acquire the required local footprint, rather than the need to acquire capabilities that 
are missing in -house.86 Moreover, several respondents  stressed that consortia may be riskier and 
more complex, which can affect the competitiveness of the bid. For example, a customer 
explained that an A2A CIS provider bidding on its own “ offers “one-stop-shopping ”: avoiding 
the need to run multiple procurem ent processes, enabling less complexity in the contractual 
constructions without back -to-back agreements and multi -vendor governance, and a more stable 
and secure delivery of procured services. ” Similarly, another customer stated that a “ consortium 
is less  competitive, due to the division of tasks and responsibilities between companies and 
because of the mixing of different technologies .” Similarly, another competitor stated that “ it is 
not easy to set up a consortium to participate in an A2A CIS tender (an d be successful) ” and that 
a “fully integrated solution is inherently lower risk than a partnership ”.87 The Commission also 
observes that, albeit bidding in consortia might facilitate, over time, the emergence of new 
credible stand -alone providers of manage d services in the EEA (by allow ing players unable to 
bid on their own to progressively gain expertise and build a track record), this would necessarily 
take time and depend on the ability of these players to develop the missing managed service 
capabilities  in-house.   
70. In view of the foregoing, the Commission considers that the existence of consortia is not 
sufficient to compensate the limited number of credible competitors currently able to bid on 
their own for the provision of managed services in the EEA.  
71. Third , the Commission  found that the Parties are  strong competitors  in the EEA . Market 
participants perceive  Mastercard as the most competitive player in the EEA, while the Target’s 
competitiveness is similar to or slightly better than the other main playe rs (i.e. Equens, SIA and 
SET).88 
72. This is also supported  by the Parties’ internal documents. For example , an internal presentation 
of the Target reads: […].89 Similarly, another internal presentation refers to […] and to the fact 
that […].90 
                                                 
83  See replies to Questionnaires Q1 to competitors (questions 28 and 29 ), and Q2 to customers (question 22).  
84  See replies to Questionnaires Q1 to competitors (questions 28 and 29), and Q2 to Customers ( question 22).  
85  See replies to Questionnaires R1, questions 9.1. 
86  See replies to Questionnaires Q1 to competitors (questions 28 and 29 ) and Q2 to custom ers (question 22 ). For 
instance, a competitor stated that, in managed services, it is “ more likely to partner with local players knowledgeable 
about country regulations and providing local services ”. 
87  See replies to Questionnaire Q1 to competitors (question 28), and Q2 to Customers (question 22).  
88  See replies to Questionnaire Q1 to competitors (question 26), and Q2 to Customers (question 20).  
89  See Annex 5.4.3 -56 to the Form CO, pp. 4, 10 and 13 (emphasis added).  

 
 
16 weakened […], which had to find an alternative partner (namely […]), at short notice in the 
middle of the tender process .99 The Parti es challenge this view, which is however corroborated 
by their internal documents. For instance, […].100  
76. In the Nordics , the Target  is the incumbent provider of the existing domestic A2A core 
infrastructures in Norway and Denmark, whereas Mastercard won in 2019 the P27 Layer 1 
tender for the future provision of managed services at pan -Nordic level. The market participants 
[…] confirm that the market in the Nordics is expected to migrate within a few years from 
existing domestic A2A core infrastructures (including the ones operated by the Target) to the 
new P27 pan -Nordic A2A core infrastructure,101 which is expected to be more innovative  and 
cheaper ( owning to economies of scale). In this respect, the Commission notes that the above 
tender has been awarded prior the Transaction and that the progressive phasing out of the  
domestic  A2A core infrastructures currently managed by the Target largely reflect s the “ winner -
takes -all” feature of the A2A CIS markets , and that there is thus no merger specificity in this 
respect. That being said, the Commission also notes that (i) t here is an intrinsic degree of 
uncertainty as to whether the P27 projec t, which is not operational yet, will go forward for the 
entire Nordic region, including Norway and that (ii) the launch of P27 is subject to a merger 
filing and clearing licence approval . In this context, the Commission considers that  the reduction 
in the number of credible providers of managed services for future A2A CIS tenders in the EEA 
could potentially affect the Nordics region.  
77. Fourth , albeit the market investigation suggests a certain complementarity between the Parties’ 
activi ties (Mastercard is characterised by a large geographic footprint and a rather dated 
technology, while the Target is perceived by the market as an innovative and regional player) ,102 
market participants consider that the Parties are close competitors  (and po tentially each other ’s 
closest competitors according to their rivals).103 This conclusion is also supported by the Parties’ 
(i) internal documents , where Mastercard and the Target are identified as […],104 and (ii) 
bidding data ( see Table 2  above).  
78. Fifth , the elements in the Commission’s file suggest that one of the three credible competitors 
active in the EEA, namely STET, exerts limited competitive constraints on the market. This is 
notably illustrated by […].105 Several competitors share the above view , submitting that STET 
“focuses its activities in France and Belgium and is reluctant to bid in other EEA/UK 
countries ”.106 One competitor even indicated that it “does not consider STET […] as [a] real 
competitor[] ” since the latter “does not show a strong app etite to compete outside of French 
                                                 
99  The UK CMA considers that the Target’s withdrawal decision could be part of a strategy aimed at fore closing […] in 
the NPA tender and, more generally, weakening the competitive constraints over Mastercard. This is strongly 
contested by the Parties, which submit that the Target’s decision to withdraw from the consortium with […] was 
taken unilaterally and  not motivated by any foreclosure strategy. The Parties admitted that the withdrawal decision 
was related to the Transaction but claimed that it was a measure of competition law compliance, i.e. to avoid having 
access to sensitive commercial information on […]’s bid.  In other words, absent the Transaction, the Target would 
still compete against Mastercard in the UK NPA tender.  
100  See Annex 6 -40.13 to the Form CO (emphasis added). See also para. 78 below.  
101  See e.g. non-confidential version of the minutes of a conference call with a competitor, dated 24 April 2020, para.8: 
“P27 will constitute a n alternative to the Target’s solutions in Denmark and Norway and that the A2A markets in 
these two coun tries will progressively migrate from the Target’s solutions to P27, both with respect to Layer 1 (A2A 
CIS) and Layer 2 (overlay services) ”. 
102  See replies to Questionnaire Q1 to competitors (question 27) . 
103  See replies to Questionnaires Q1 to competitors  (questions 36 -38) and Q2 to customers (questions 27 -29). See also 
non-confidential version of the minutes of a conference call with a competitor dated 21 April 2020, para. 17: “ Nets 
and the vertically -integrated Mastercard are close competitors (if not ea ch other’s closest competitor) and are the 
two major players in the RTP core infrastructure space, both in the EU and worldwide, having competed head -to-
head as the most credible bidders in various jurisdictions ”. Other competitors cited as equally close ( or closer) to the 
Parties by customers include Equens, STET, and SIA/EBA Clearing.  
104  See e.g. Annex 5.4.3 -1, pp. 12 and 24 (Mastercard) and Annex 5.4.3 -36 to the Form CO , slide 23 . 
105  See Annex 5.4.3 -1, pp. 12 and 24.  
106  See non -confidential version of the minutes of a conference call with a competitor, dated 24 April 2020, para. 15.  
 
 
17 speaking countries ”.107 The above does not mean that STET never participates in tenders outside 
of France and Belgium ( […]) but that its participation in A2A CIS tender across the EEA is 
much more limited than the Parties, SIA and Equens.  
79. Sixth , the market investigation largely confirmed that barriers to entry are high  for the 
provision of managed services , requiring “ capabilities (expertise, track record, security…) that 
cannot be acquired either  easily or in the short -term”.108 In addition to the track record and 
expertise, the main barriers to entry appear to be the need to have local or regional footprint 
depending on the tenders’ requirements ( e.g. some tenders require to have datacenters at 
national, others at regional le vel), the investments required and the duration of the contracts.109 
Moreover, although customers may impose transitional arrangements in their contracts, 
switching A2A CIS provider remains difficult. In fact, virtually all competitors and customers 
consider that switching is either difficult or very difficult  and very few customers  have 
switched suppliers in the last 10 years  (including as a result of a new tender) .110  
80. Seventh , the market investigation did not support the Parties’ claim that A2A CIS customers 
have significant countervailing buying power. In particular, a lar ge majority of customers 
indicated that they are not able to develop A2A CIS solutions in house.111 
81. Finally , many competitors expressed competition concerns regarding the impact of the 
Transaction in the EEA, especially in the Nordics where most of them anti cipate a negative 
impact of the Transaction.112  
82. Competitors are notably concerned by the fact that the market is “ already, pre -Transaction, quite 
concentrated with a limited number of providers and that the Transaction would further reduce the 
number of players in the EEA ”.113 One of them also stressed that “ the Transaction already had a 
negative impact on the market, distorting competition in Europe ”, in particular in the UK as a 
result of the Target’s withdrawal from the ongoing NPA tender (see paragraph 75 above) .114  
83. In addition to the above, several players raised  a risk of foreclosure  explaining that the 
combination of Mastercard’s financial strength  and card payment activities  with the Target’ state 
of the art A2A solution  (see footnote 93 above ), and the Parties’ respective track records, will 
significantly strengthen the leading player  (Mastercard) and that “ post-Transaction, it might be 
difficult for the rival […] to be as competitive as the Parties ”.115  
84. In particular, one competitor  stressed that, post -Transaction, it will very difficult to “successfully 
bid […] especially in the Nordics ”, where “the combination of the Target’s A2A payment 
activities and Mastercard’s card payment activities would enable the new entity to control the 
whole financial infrastructure in the Nordics and, thus, to potentially foreclose its competitors. ” 
This respondent  considers that the Transaction constitutes a “ dangerous move for the market ” on 
                                                 
107  See non -confidential version of the minutes of a conference call with a competitor, dated 23 April 2020 (5:15pm), 
paras 10 -11. 
108  See replies to Questionnaire Q1 to compe titors (question 34.5).  
109  See replies to Questionnaire Q1 to competitors (questions 34 and 35).  
110  See replies to Questionnaires Q1 to competitors (question 39)  and Q2 to customers ( questions 30 -31). 
111  See replies to Questionnaire Q2 to customers (questi on 24).  
112  See replies to Questionnaire Q1 to competitors (question 41 ). 
113  See non -confidential version of the minutes of a conference call with a competitor, dated 23 April 2020 (3pm), paras 
25-26. See also non -confidential version of the minutes of a co nference call with a competitor, dated 23 April 2020 
(5:15pm), paras 15 -16: “ in the EEA, the Transaction will lead to the reduction in the number of players in a market, 
which is already pre -Transaction characterised by a limited number of competitors ”. See also replies to 
Questionnaire Q1 to competitors ( question 40 ). 
114  See non -confidential version of the minutes of a conference call with a competitor, dated 23 April 2020 (5:15pm), 
paras 15 -16. 
115  See non -confidential versions of the minutes of conferen ce calls with competitors (i) dated 23 April 2020 (3pm), 
paras 25 -26; and (ii) dated 23 April 2020 (5:15pm), para. 16.  
 
 
18 the ground that, post -Transaction, “ Mastercard might offer price below cost in the A2A space, by 
using its card payment revenues to cross -subsidize its A2A activities ”, which would allow the 
Notifying Party to “end up dominating both the card -based and A2A payment systems ”. In other 
words, according to this player , Mastercard has the ability and incentive to leverage its strong 
market position on the card payment markets to expand its activities in the A2A space. 
According to this player, this is notably illustrated by the fact that , already pre -Transaction,  
“Maste rcard is very aggressive in the A2A payment space, acquiring A2A companies (such as 
Vocalinks and the Target) at a very high price (above market price) and bidding at very low 
price (and potentially below costs) ( […]) to gain strong market positions ” in th e A2A payment 
space in order to “preempt the decline of card payments ”.116 In this respect, the Commission 
notes that […].117 
85. Although most customers did not complain about the Transaction, some of them share the 
competitors’ views . In particular, one customer  stated that (i) apart from the Parties, “the other 
suppliers that participated in [its] tendering process [for managed services] do not offer a 
suitable alternative ” and that (ii) Mastercard’s expansion into the A2A space could be 
detrimental for competition, suggesting that Mastercard could potentially “ give priority ” to cards 
over instant payments , “making the latter less attractive as the method for displacing cash ”. 118 
86. In view of the above considerations, the Commission concludes that the Transa ction raise s 
serious doubts as to its compatibility with the internal market and the functioning of the EEA 
Agreement with respect to the overlaps between the Parties’ activities in the market for the 
provision of A2A CI managed services under any plausibl e geographic markets ( i.e. national, 
regional or EEA -wide) . 
(C) Market for the provision of software -only solutions  
87. Albeit some of the findings described in the previous section also apply to the provision of 
software -only solutions ( i.e. the Parties are stron g players and perceived as close competitors 
also in the provision of software -only solutions), the results of the market investigation revealed  
that the provision of such solutions presents different features allowing the Commission to 
exclude serious doubts on this potential market .  
88. First , the market investigation confirmed that a sufficient number of credible providers of 
software -only solutions would remain active in the EEA post -Transaction. Indeed, the 
Commission found that the number of players in the software -only market is higher than in the 
market for managed services. The differences in the competitive landscape are confirmed by the 
market investigation results, in which the majority of competitors indicated that A2A CIS 
providers do not have typically the ability to provide both managed services and software -only 
solutions.119 One customer mentioned that “ based on [its] experience […], very few providers 
offer Managed Services while all of them have software -only solutions ava ilable ”,120 explaining 
that “during [its] tender process [for the provision of managed services], big majority of 
participating tenderers only had the capability of Software -only solutions ”.121 Another customer 
confirmed that “ there are more providers in the s oftware -only solutions market segment than in 
the managed services market ”.122 In the software market, the Parties face several credible 
players, including Equens, SIA/EBA Clearing, but also players that are not active (or not 
perceived as credible) in the m arket for managed services, such as Montran, ACI and, to a more 
                                                 
116  See non -confidential version of the minutes of a conference call with a competitor dated 24 April 2020, paras. 18 -22.  
117  See Annex 8. c to RFI 6, “P27_Revised Bus_Case_15_Jan_2019”, p.3.  
118  See replies to Questionnaire Q2 to customers (questions 32 and 33 ). 
119  Questionnaire Q1 to competitors (question 11).  
120  Questionnaire Q2 to customers (question 15.5).  
121  Questionnaire Q2 to customer s (question 10.1).  
122  Questionnaire Q2 to customers (question 10.1).  
 
 
19 limited extent, IBM.123 For instance, according to the Parties’ bidding data, which underestimate 
the winning rates of some competitors,124 IBM and Montran were able to win tenders for 
software -only solutions in, respectively, Spain and Portugal (IBM) and Bulgaria and Romania 
(Montran). In addition to these players, other providers (such as ACI)125 have the capability to 
offer software -only solutions in the EEA and are perceived by market participant s as being 
credible. As a result of the above, the competitive landscape for A2A CI software -only solutions 
appears more dynamic than for managed services, with a sufficient number of competitors 
remaining post -Transaction.126  
89. Second , the market investigati on revealed that barriers to entry are lower in software -only 
solutions. Market participants explained that providing software -only solutions require s less 
expertise and responsibilities . In comparison with providing managed service solutions  and 
referring to the provision of software -only solutions , one competitor mentioned that “ managing 
a service implies much wider responsibilities and different type of expertise  than just delivering 
a product ”.127 The need for a local (national or regional) footprint also appears to be less 
prominent, having a local footprint being  not considered essential for a credible  bid in tenders 
for software -only solutions.128 For instance, a competitor explained that there was no 
requirements for a local footprint in th e recent Bulgarian tender for the provision of software -
only solution.129 Another competitor added that “ it is easier to supply software -only solution as 
track -record and experience in managing the solution will not be a factor in the tender.130” 
Moreover, A2A  CIS provider s generally indicated that their respective software solutions could 
be easily customized to be adapted to different geographies and requirements. Therefore, 
barriers to entry in this market appear lower than in the market  for managed services , allowing 
more players to present credible offers and, eventually, win tender s for the provision of 
software -only solutions.  
90. The higher number of current credible players for A2A CI software -only solutions and the lower 
barriers to entry render this mark et more dynamic and competitive  compared to the market  for 
managed services.  
91. In view of the above considerations, the Commission concludes that the Transaction does not 
raise serious doubts as to its compatibility with the internal market and the function ing of the 
EEA Agreement with respect to the overlaps between the Parties’ activities in the market for the 
provision of A2A CI  software -only solutions  in the EEA, under any plausible geographic market 
definition ( i.e. national, regional and/or EEA -wide) . 
                                                 
123  According to competitors, IBM is more an IT integrator than an A2A CIS provider, since it does not have a 
specialised A2A software solution. That said, by exception, in some instances , IBM has implemented small A2A 
clearing solutions based on its generic software solution Financial Transaction Manager (“FTM”), which is an 
industry software product that can be used to create integrated applications that manage, orchestrate and monitor 
financial transactions. IBM’s FTM product employs data models and message models that are based on the ISO 
20022 industry standard . IBM participates in A2A CIS tenders but usually in consortia with third parties (including 
SIA in Canada). See non -confident ial version of the minutes of a conference call with a competitor dated 23 April 
2020 (5:15pm), para. 11.  
124  See replies to questionnaire Q1 to competitors (question 9).  
125  Although ACI does not currently provide A2A CIS in the EEA, it (i) currently provides software solutions in several 
countries outside the EEA, (ii) regularly participates  in EEA tenders for the provision of software -only solutions ( for 
instance, –[…] see Annex 6.3 to the Form CO ), and (iii) is perceived by customers and competitors  as a credible 
provider of A2A CI software in the EEA (see replies to questionnaires Q1 (question 25) and Q2 (question 19)), 
which is also corroborated […]. The Commission notes that also CMA Small Systems AB (“CMA”), a Swedish -
based A2A CIS provider, can be considered as a credible player with the capability to offer software -only solutions 
in the EEA, despite the fact that it does currently not  provide A2A CIS in the EEA.  
126  Questionnaires Q1 to competitors (questions 5 and 6) and Q2 to customers (questi on 10).  
127  Questionnaire Q1 to competitors (question 12.1).  
128  Questionnaire Q1 to competitors (question 25).  
129  See non -confidential version of the minutes of a conference call with a competitors dated 23 April 2020 (5:15pm), para. 14.   
130  Questionnaire Q1 to competitors (question 25.5).  
 
 
20 3.1.3.3.  Conclusion  
92. In view of the above considerations, taking into account the market investigation and all the 
evidence available, the Commission concludes that the Transaction raises serious doubts as to its 
compatibility with the internal market and functionin g of the EEA Agreement with respect to 
overlaps between the Parties’ activities in the EEA market(s) for the provision of A2A CI 
managed solutions in the EEA  under any plausible geographic market definition ( i.e. national, 
regional and/or EEA -wide) .. The C ommission notes that, in relation to the market for the 
provision of A2A CI software -only solutions,  due to  the presence of a sufficient number of 
competitors post -Transaction  and the lower barriers to entry , no serious doubts  arise . In any 
event, the final commitments  offered by the Parties fully address the competition concerns 
identified in the decision  in relation to the provision of A2A CI managed services in the EEA 
(see Section 4 below) . 
3.2. A2A Payment Services   
3.2.1.  Overview of the market and the Parties ’ activities  
93. A2A payment services are end -user services/applications, using an A2A core infrastructure, to 
transfer money from one bank account to another.131 A2A payments are typically made from 
consumers to businesses ("C2B") or between businesses ("B2B").  A2A payment services are 
mainly used for payments that are recurring ( e.g. monthly utilities bill) but can also be used for 
the payment of one -off invoices.132 
94. In this area, the Target offers several A2A payments solutions:  
- in Denmark it offers solutions i ncluding (i) BetalingsService , a direct debit payment s 
solution designed for one-off and recurring invoice payments from consumers to businesses  
(C2B) ; (ii) LeverandørService , a direct debit payments solution designed for one-off and 
recurring payments fro m business debtors  (B2B) ; as well as ancillary services, and   
- in Norway it offers solutions including (i) eFaktura , a corporate e -billing service (i.e. 
designed to receive and pay bills electronically)  covering both B2C and B2B transactions (in 
partnership with Vipps , a Norwegian mobile payment application ); (ii) AvtaleGiro , a 
consumer bill payment and direct debit payments solution; (iii) Autogiro , a corporate bill 
payment and direct debit payment solu tion for B2B; as well as ancillary services.  
95. In these countries, the Target is the incumbent player, having provided the dominant A2A 
payment services solutions for over 40 years in Denmark and over 30 years in Norway. In 
addition, the Target offers OmniBi lling, an e -billing solution for end -customers both on the 
creditor and debtor side, […]. 
96. Master card does not currently offer A2A payments services in Denmark, Norway or more 
generally  in the Nordics . However, Mastercard does offer certain A2A payment  
97. The Parties are currently competing for the ongoing P27 tender for A2A payment services in the 
Nordics (the “P27 Layer 2 tender”). The P27 project currently aims at covering Denmark, 
Finland and Sweden. Norwegian banks were also initially part of the proje ct but withdrew from 
                                                 
131  A2A payment services can also be referred as “overlay services”. However, the Commission understands that the 
latter category is broader as it encompasses end -user services/applications to make A2A payme nts (A2A payment 
services) but also to provide ancillary services ( e.g. proxy services).  
132  For the purposes of this decision A2A payment services refer to services for the payment of invoices and excludes 
payments between consumers (“C2C” or “P2P” for peer -to-peer).  
 
 
21 it in 2018. However, the Parties still expect that […].133 The P27 Layer 2 tender intends to 
capture use cases currently covered by the different (national) bill payment  legacy  solutions 
throughout the Nordics (including A2A payment solu tions such as BetalingsService in 
Denmark ), such as direct debit payments  for B2B and C2B transactions . It also aims at covering 
additional payment scenarios  such as: (i) invoices currently not processed through an end -to-end 
bank -served solution; (ii) rec urring payments processed via card -on-file solutions (e.g. online 
subscriptions); and (iii) one -off e -commerce and Point -of-Sale (“POS”) payments currently 
addressed primarily by card payment services providers  (merchant acquirers) . […] The tender 
process was put on hold in June 2020 and the RFP may be sent out in the late autumn of 2020.  
3.2.2.  Market definition  
3.2.2.1.  Product market definition  
(A) Commission’s precedents  
98. The Commission has not specifically assessed the relevant product market definition for A2A 
payment se rvices in the past . However, in case M.2567 – Nordbanken/Postgirot , the 
Commission assessed a market for “services provided by payment systems”, including A2A 
domestic payment services, by way of so -called “giro payment systems services” in Sweden. 
The Commission consider ed the market for such services as potentially distinct from bilateral 
bank transactions.134 
(B) The Parties’ views  
99. In the absence of Commission precedents, the Parties submit that, under the narrowest possible 
market delineation, A2A payment services would be part of the market for invoice payment 
services ( i.e. services enabling remote payments of invoices), including both A2A payment 
services and recurring card payments, as they are both used interchangeably by individuals and 
businesses to pay bills.135  
100. Recurring card payments cover both withdrawals at regular intervals and payments that recur 
when the customer decides to use the relevant service, and are used for periodic payments or 
subscriptions, for instance towards telecom operators, tra nsport companies and streaming 
services providers. Such services are usually provided by merchant acquirers (such as Adyen, 
Worldpay, Worldline, or Nets).136  
(C) The Commission’s assessment  
101. The market investigation did not fully support the Parties’ claims that  recurring card -based 
payment services and A2A payment services form part of a single product market for invoice 
payment services. Competitors and customers expressed differing views on this part. To the 
contrary, some elements of the market investigation clearly suggest that A2A payment services 
form part of a distinct product market from recurring card payment services.  
102. While responding competitors indicated that A2A payment services and recurring card-based 
payment services are interchangeable for EEA cu stomers (financial institutions or end users) , 
this was contradicted by a  large majority of responding customers.137 One customer notes , for 
                                                 
133  This is reflected both in the Parties’ submissions and their internal docume nts. Also see Annex 20 to Form CO 
according to which […]. 
134  See case M.2567  Nordbanken/Postgirot , paras. 25 -34. 
135  Form CO, paras. 280 and ff.  
136  None of the Parties provides card -based invoice payment services.  
137  See replies to Questionnaires Q1 to competitors (question 44) and Q2 to customers (question 36).   
 
 
22 instance , that “ cards are rarely used for payment of invoices (e.g. monthly utilities) - A2A 
payment instruments (SCT  and SDD) are the preferred methods ”. 138 
103. A significant share of responding customers highlight that competitive dynamics are different 
between A2A and recurring card-based payment  services , in particular due to differences in 
terms of technologies, prices  and the role of international card schemes.139 Only a minority of 
responding competitors indicate competitive dynamics differ between these segments, and one 
of them notes there is increased convergence across segments, stating that “ dynamics are 
different t oday, but with the increasing demand and availability of instant payments, open 
banking and mobile payments solutions, they are becoming more blurred ”.140  
104. Regulatory requirements may also vary between recurring  card-based payment services and 
A2A payment se rvices, in particular in terms of fees regulation. For instance, one competitor 
notes that “ providers of A2A -based IPS (such as direct debit solutions, payment slips) are 
allowed to apply a surcharge freely, which is not the case for card -based IPS for whi ch the 
application of surcharge is banned ”.141 Another competitor notes that “ some A2A payments are 
today subject to deeper checks like sanction screening and transaction monitoring ”.142 
105. The market investigation also indicated that a segmentation based on the type of transactions 
concerned (B2B, C2B, or C2C) or A2A payment methods (direct debit, payment slips, account -
to-account payments provided by banks, and mobile payment solutions) could be relevant. 
Indeed, the feedback received from the market and the rev iew of the Parties’ internal documents 
suggest that the competitive landscape and dynamics for the provision of A2A payment services 
differ significantly depending on the type of transactions concerned or A2 A payment method.143  
(D) Conclusion  
106. For the purpose of this decision, the exact product market definition for the provision of A2A 
payment services and the question of whether they are part of a wider market for invoice 
payment services including recurring card -based payments, or segmented b ased on the types and 
methods of A2A transactions concerned can be left open as the Transaction does not raise 
serious doubts as to its compatibility with the internal market under any plausible market 
definition.  
3.2.2.2.  Geographic market definition  
(A) Commission’s precedents  
107. The Commission has not specifically assessed the relevant geographic market definition for 
A2A payment services in the past . 
                                                 
138  See replies to Questionnaire Q2 to customers (question 36).   
139  See replies to Questionnaire Q2 to customers (question 38).   
140  See replies to Questionnaire Q1 to competitors (question 46) .  
141  See non -confidential version of the minutes of a conference call with a competitor dated 24 April 2020 (9:30am), para. 21.  
142  See replies to Questionnaire Q1 to competitors (question 44) .  
143  See e.g. the Parties’ reply to RFI 17 (question 5) showing th at the competitive landscape differs significantly on the 
potential B2B and C2B segments (with many more players on the B2B segment); and Annex 5.4.3 -56 to the Form CO 
(pp. 4 and 10) providing the Target’s market share on the “A2A C2B market”. See also non -confidential version of the 
minutes of a conference call with a competitor dated 24 April 2020 (9:30am), paras. 12 to 22. As the competitive 
assessment would not differ when taking into account these potential segments, and as the Parties’ solutions relat e 
primarily to direct debit solutions for B2B and C2B payments, they will not be further discussed in this decision.   
 
 
23 108. In its past decisional practice relating to services provided by payment systems, the Commission 
has consistently consid ered markets to be national or wider in scope, but ultimately left the 
decision open.144 
(B) The Parties’ views  
109. In the present case, the Parties argue that the market for invoice payment services is no longer 
national but regional, covering the entire Nordic reg ion (where the Parties’ A2A payment 
service activities overlap). In particular, the Parties submit that the Nordic region is increasingly 
integrated with the progressive removal of national regulatory and technical barriers and 
increasing cross -border acti vities, as illustrated by the P27 project.145  
(C) The Commission’s assessment  
110. The market investigation did not fully support the Parties’ claims that the markets for A2A 
payment services were regional in scope. In fact, the market investigation indicate d that markets 
for A2A payment services (regardless of the type of transaction or A2A payment method  
concerned)  are likely national  in scope .  
111. The market investigation indicated that there is a relatively low level of standardisation of 
invoice payment serv ices at supra -national level, both in the EEA and in the Nordic region.146 
The typical geographic scope of invoice payment services is national according to a large 
majority of respondents, meaning such solutions can only be used in a given country.147 
Provide rs of payment solutions indicate that their solutions are largely standardised, but require 
local customisation. This may require providers of invoice payment solutions to work together  
with local financial services institutions such as banks. One provider  of such services in the 
Nordic state d for instance that “ [their] A2A solution has been developed specifically and 
requires an initial collaboration with banks operating in the country where [they] offer [their]  
services […] .”148 
112. Trans -border competition is perceived by most market participants (customers and competitors 
alike) as limited, including competition from neighbouring countries.149 As a result, the markets 
are unlikely  to be EEA -wide in scope. Some respondents note that the situation may be different  
in the Nordics. One competitor notes that “ [i]n large economies, there is little competition 
across invoice payment services. In smaller nations, such as the Nordics and Central Eastern 
Europe, there is more competition across national boundaries ”, anothe r one that “ [t]he Nordics 
are more harmonized as a region ”. However, cross -border transactions are considered as more 
complex, in particular among different currencies,150 and all Nordic countries currently use 
different currencies. Going forward, the pan -Nordic scope of the P27 project, which will include 
A2A payment services in its scope, may indicate that A2A payment services in the Nordics will 
become increasingly regional in scope.  
113. For card -based invoice payment services specifically, the market investi gation indicates that 
competitive dynamics are usually more homogenous at supranational level, as they follow the 
rules set by international card schemes, such as Mastercard or Visa. One competitor notes for 
instance that “ [e]nd user UX [User Experience] s eems more standardised with card based 
payments ”, a customer states that “ the level of standardisation is higher on a cross country level 
for card based payments services, as these services are regulated by one common set of rules set 
                                                 
144  See case M.2567  Nordbanken / Postgirot , para. 37.  
145  Form CO, paras. 313 and ff.  
146  See replies to Questionnaires Q1 to competitors (question 47) and Q2 to customers (question 39).  
147  See replies to Questionnaires Q1 to competitors (question 48) and Q2 to customers (question 40).  
148  See replies to Questionnaire Q1 to competitors (question  43). 
149  See replies to Questionnaires Q1  to competitors (question 49) and Q2 to customers (question 41).  
150  See non -confidential version of the minutes of a conference call with a competitor dated 24 April 2020 (9:30am), para. 12.  
 
 
24 by the scheme ”, and a nother one that “ [c]ard payments are very standardized and users can rely 
on the fact that they will be able to make a payment with their card regardless of the country 
they are in and country where the card was issued ”.151 
(D) Conclusion  
114. For the purpose of this  decision, the exact geographic market definition for the provision of A2A 
payment services can be left open as the Transaction does not raise serious doubts as to its 
compatibility with the internal market under any plausible market definition (national o r 
regional at  the Nordic level).  
3.2.3.  Competitive assessment  
115. The Transaction gives rise to affected markets for invoice payment services and A2A payment 
services in the Nordics where horizontal overlaps arise.  
116. As none of the Parties is active in recurring card -based payments, the Commission’s assessment 
will primarily focus on the narrower markets for A2A payment services . 
- In Denmark , where the Target is the incumbent provider of A2A payment services, in 
particular with its BetalingsService  and Leverandørservic e solutions. Moreover, both t he 
Target and Mastercard submitted a bid for the ongoing P27 Layer 2 tender.  
- In Norway , where the Target is the incumbent provider of A2A payment services, in 
particular with its eFaktura , AvtaleGiro , and Autogiro  solutions. Moreover, both t he Target 
and Mastercard submitted a bid for the ongoing P27 Layer 2 tender , […]. 
- In the Nordic region , including Denmark, Norway, Sweden and Finland (all at least 
potentially included within the scope of the P27 project)  due to the Target’s incumbent 
position in Denmark and Norway, and the Parties’ bids for the P27 Layer 2 tender. At 
Nordic level, the Target’s market share is currently below 20%, i.e. technically below the 
affected market threshold. However, the competiti ve assessment will consider the Nordic 
region in light of the P27 Layer 2 tender.   
3.2.3.1.  The Parties’ views  
117. The Parties indicate that Mastercard does not currently compete in the Nordics in the area of 
invoice payment services, and there is therefore no overlap  between the Parties’ activities. The 
Parties also consider that the Transaction would not give rise to significant anti -competitive 
effects on the invoice payment services markets, even if Mastercard was to be considered as a 
(potential) competitor to the  Target in invoice payment services. The Parties argue in particular 
that (i) competitors, including providers of A2A payment transfers such as banks, will maintain 
sufficient competition on the merged entity post Transaction; (ii) […]; (iii) […].152 
118. In a su pplementary submission focusing specifically on the impact of the Transaction in 
Denmark,153 the Parties further argue that (i) […], and that (ii) […].  
                                                 
151  See replies to Questi onnaires Q1 to co mpetitors (question 47.2) and Q2 to customers (question 39.3).  
152  Form CO paras. 394 and ff.  
153  See the Parties’  Supplemental submission on the impact of P27 on Danish segments of the A2A CIS and A2A 
Payment Services markets (the “Supplem ental submission on Denmark”), dated 22 July 2020.  

 
 
26 market share of [70-80]% and [50-60]% in Denmark and Norway respectively for A2A payment 
services for C2B transactions.159 
(B) A2A payment services markets present some  characteristic of natural  monopolies  
123. Markets for A2A payment services are largely “winner -takes -all” markets. In addition to the 
payment services offered directly by the banks or new services, such as mobile payments, 
offered by fintech providers (which currently concern a much mo re limited number of 
transactions in the Nordics), there is typically one dominating provider of A2A payment services 
per EEA country , besides banks that provide A2A transfer services . The Target is the incumbent 
provider for such services in Denmark and N orway, where it is currently the only market player 
offering specific transfer modalities such as direct debit in Denmark and Norway.  
124. A2A payment solutions are two -sided in nature, connecting creditors and debtors. As a result, 
individuals and businesses favour using the solutions with the widest target base, which 
complicates the development of multiple similar solutions in parallel.  The market investigation, 
as well as the Parties’ own submissions, confirm that A2A payment services are characterized 
by strong network effects.160  
125. In that respect, bank support and integration has proven important historically to the 
development and adoption of successful A2A payment services. A2A payment services 
sponsored by banks typically expand quickly to become the de facto standard. For instance, 
MobilePay exited the Norwegian market after the launch of Vipps, which was supported by 
Norwegian banks and gained more traction in the country.161 Similarly, the Target’s successful 
position in Denmark results from its cooperati on with local banks. In 2014, Nets entered into a 
cooperation agreement with around 21 Danish and foreign banks under which Nets committed to 
[…]. These same banks are largely expected to support the P27 initiative, and some of them are 
even driving the pr oject.  
126. Markets are also tender -driven, with  procedures typically involving RFIs and RFPs to multiple 
service providers as the standard procurement modalities according to the majority of respondents 
to the market investigation. However, vendors may be sele cted based on long -term vendor 
relationships.162 The markets also involve long product lifecycles, as the retained solution 
becomes a de facto  standard for A2A payment services. One competitor notes for instance that it is 
“[d]ifficult to replace something which is already accepted and all kind of interfaces are already 
in place (e.g. ERP system) ”, another one qualifies A2A payment services as “ bid-driven market 
with long selling lifecycle ”.163 This implies that, similarly as for A2A CIS, competition for A2A 
payment services largely takes place for the market, as opposed to in the market (even if some 
competition takes place at the latter level, primarily with bank and fintech players).  
127. These characteristics of A2A markets explain why the markets, including in Denmark, Norway 
and the Nordics are not perceived by a significant number of competitors as involving a 
sufficient number of suppliers or a large degree of competition,164 and characterized by 
important barriers to entry or expansion.165 
                                                 
159  Annex 5.4 -56 to the Form CO, pp. 4 and 10 . See also Annex 5.4.3 -35 to the Form CO, p.4, according to which the 
Target’s has a [40-50]% market share in the Danish and Norwegian “ BillPay markets ” (including recu rring card 
payment solutions).  
160  See replies to Questionnaires Q1 to competitors (question 59) and Q2 to customers (question 42) . See non -confidential 
version of the minutes of a conference call with a competitor dated 24 April 2020 (9:30am), paras. 4 and 12.  
161  See non -confidential version of the mi nutes of a conference call with a competitor dated 24 April 2020 (9:30am), para. 4.  
162  See replies to Questionnaire Q2 to customers (question 35) . 
163  See replies to Questionnaire Q1 to competitors (question 59) .  
164  See replies to Questionnaire Q1 to compe titors (questions 52 and 61) . 
165  See replies to Questionnaire Q1 to competitors (question 59) .  
 
 
27 (C) The Parties are compet itors on the market as evidenced by their participation in the 
P27 Layer 2 tender  
128. Contrary to the Parties’ claim, Mastercard cannot be considered only as a potential competitor of 
the Target. The Parties both currently  compete in the P27 Layer 2 tender. As  mentioned above, 
A2A payment services markets are largely characterized by markets with competition for the 
market. As a result, Mastercard and the Target should be considered as actual competitors for 
the provision of A2A services in the Nordics (includi ng Denmark and potentially Norway).  
129. Mastercard is not perceived as one of  the top players in the A2A payment services field by 
customers . Locally, the main market players mentioned include (i) the Target, Tieto/Evry and 
Bankgirot in the Nordics, (ii) the T arget and MobilePay in Denmark, as well as (iii) the Target, 
Tieto/Every and Vipps in Norway. Mastercard is not mentioned by any customer as a national or 
regional player in the Nordic.166 However a significant number of competitors see Mastercard as 
a top supplier of A2A payment services at EEA level , and a material number  of competitors  
(who participated in the P27 Layer 2 tender) consider the company to be an important player in 
either Denmark, Norway or the Nordics more broadly .167  
130. The market investigatio n indicated that the  Parties are perceived as having different commercial 
profiles . While the perceived key  strength of Mastercard is its global card presence and related 
brand recognition, the key  strengths of the Target include primarily its strong prese nce in A2A 
solutions in Denmark and Norway.168 However, Mastercard and the Target  are perceived as 
particularly close competitors, in particular by competing A2A players, primarily as a result of 
the head -to-head competition between the Parties in the contex t of the P27 Layer 2 tender, in 
which both Parties are particularly credible bidders.169 
(D) The competitive landscape is expected to change drastically following the award of 
the P27 Layer 2 tender  
131. The P27 A2A payment services solution is expected to benefit fr om the network effects 
described above, potentially even more so than national solutions due to its wider geographic 
reach. Adoption of the P27 A2A payment services solution will necessarily take place  to the 
detriment of national solutions, including the Target’s in Denmark (and potentially Norway).  
132. […]. An overwhelming majority of respondents to the market investigation indicate that 
providing A2A CIS is an advantage to succeed in  a tender for A2A payment services by the 
same tender authority. Reasons ci ted include primarily the ease of integration into the A2A CIS 
platform as well as “ keep[ing] the contractual relationship simpl e”, or “ cost, functionality and 
operations ”.170 […].171 Internal documents also indicate that A2A CIS and A2A payment 
services form part of the same ecosystem and are closely linked products, both technically and 
commercially.172 […]173 […]174 Mastercard’s internal documents also estimate that […],175 
                                                 
166  See replies to Questionnaire Q2 to customers (question 45) . 
167  See replies to Questionnaire Q1 to competitors (question 53) .  
168  See replies to Questionnaires  Q1 to competitors (question 54) and Q2 to customers (question 46).  
169  See replies to Questionnaires  Q1 to competitors (question 60) and Q2 to customers (question 50).  
170  See replies to Questionnaire Q1 to competitors (question 23) and Q2 to customers (question  17). 
171  See Annex 22 to the Form CO which reads that […]. 
172  See Annex 61 to Form CO, slides 10 and ff.  
173  See Annex 110.3 to Form CO. Mastercard requested […] (see Annex 110.1 to the Form CO).  
174  See Annex 110.3 to Form CO, which exp lains that Mastercard […]. 
175  See annex 163 to Form CO.  
 
 
28 […]. Furthermore, […].176 Considering […], it further evidences Mastercard’s position as a 
frontrunner for the provision of A2A payment services in the Nordics.  
133. […]. The Target would indeed be able to facilitate (or hinder) the transition from the national 
A2A payment services (in particular in Denmark) to the pan -Nordic ones following the tender. 
Internal documents of the Parties reveal that […].177 
134. As explained below, while competition between the Parties exist s, the Transaction does not 
appear to restrict effective competition significantly on the relevant markets for A2A payment 
services, due to t he lack of merger -specificity in relation to the tender , and in light of the number 
of participants involved in the process, as mentioned in Section 3.2.3.2(E) below .  
135. The award of the P27 Layer 2 tender to Mastercard […], would lead the Transaction to com bine 
the legacy incumbent player for A2A payment services in Denmark ( […]) and the new solution 
provider at pan -Nordic level. Both the Parties and respondents to the market investigation expect 
the pan-Nordic A2A services to be offered following the P27 La yer 2 tender to compete with the 
domestic A2A payment solutions currently available in the Nordic region, such as the Target ’s 
BetalingsService  solution in Denmark .178  
136. While competition between the P27 Layer 2 laureate (potentially Mastercard) and the Targe t’s 
solutions in Denmark ( […]) may occur, such competition would only take place for a limited 
period of time, and  would  unavoidably be resolved in favour of the P27 Layer 2 laureate. While 
respondents to the market investigation indicate that the precise  impact of the P27 Layer 2 
tender on the market for payment services remains uncertain at this stage,179 the market features 
(characterized by strong network effects) and statements by various players indicate that P27 
will become the preferred solution for market participants in the Nordics.  All respondents to the 
market investigation expect the P27 Layer 2 services to compete effectively with the A2A 
payment solutions currently available in the Nordic region (including BetalingsService  in 
Denmark) and in fine replace them.180 This also seems to be the intent of the banks involved in 
the P27 tender, according to […].181 The same banks  currently support the use of 
BetalingsService  in Denmark. This is particularly relevant in light of the importance of network 
effects and bank support for the provision of successful A2A payment services as detailed in 
paragraphs 123 to 127 abov e.  
137. In addition, a material number of respondents to the market investigation indicate that Nets ’ 
technology in A2A payment services is dated  and that the company is not a strong innovator .182 
BetalingsService  itself is over 40 years old. Based on the information on the Commission’s file 
it is likely that customers would switch to the new P27 solutions which is expected to be cheaper 
(in particul ar due to economies of scale), more innovative , and include additional features, 
compared to the legacy Target solutions,183 to the extent that  they will remain available.  
138. In any event, with regard to Denmark specifically, […]. Internal documents of the Target  indeed 
state that , […]184 […]185 As market dynamics are largely  similar in both countries, the  same 
                                                 
176  While the Parties mention the initiative as pan -European, this is contradicted by information received in the course of 
the market investigation.  
177  See Annexes 121 and 124 to the Form CO. Intern al documents note for instance that […]. 
178  See replies to Questionnaires Q1 to competitors (question 56) and Q2 to customers (question 48).  
179  See non -confidential version of the minutes of a conference call with a competitor dated 24 April 2020 (9:30am),  para. 31.  
180  See replies to Questionnaires Q1 to competitors (question 56) and Q2 to customers (question 48).  
181  See Annex 5.4 -63 to the Form CO which reads: […].  
182  See replies to Questionnaire Q1 to competitors (question 54) .  
183  See e.g. Annex 1 -3 to the Form CO.  P27 mentioned in a meeting with the Danish Competition authority that “ [t]he 
rationale behind P27 is the benefit of economies of scale and the improvement of customer experiences across the 
Nordic countries ”.  
184  See Annexes 124 and 126 to the Form CO. The documents reads that […]. 
 
 
29 scenario would most likely materialise in Norway should the P27 project cover the Norwegian 
market.  
Figure 1 – Market  share projections – P27 and domestic schemes  
[…] 
Source:  Annex 124 to Form CO  
139. In that respect, the Commission notes that the award of the P27 Layer 2 to Mastercard, […] 
would also potentially generate synergies, as it would facilitate operational and technical 
integration between the different A2A layers (A2A CIS and A2A payment services 
respectively), which is particularly attractive to financial institutions relying on  the platform.186 
Furthermore, in that scenario, the Transaction  would also generate efficiencies in the sense that 
it would likely facilitate migration from the legacy national solutions, at least in Denmark (and 
potentially Norway). Internal documents of t he Parties indicate that the Target […].187 
(E) There are multiple competitors for A2A payment services in the Nordic s 
140. There are multiple competitors to the Parties active on the A2A payment services segment.  
141. This includes in particular competition for the mark et, as outlined by the P27 Layer 2 tender 
process. P27 indicated that this tender  is “very competitive ” with many credible bidders .188 In 
addition to the Parties, several other bidders were […] by the tendering authority, and can thus 
be considered as credib le competitors. There is therefore a significant pool of credible players 
competing against the Parties in the P27 Layer 2 tender.  
142. In addition to the core  competition for the market  for A2A payment services , by way of 
participation in tenders to operate th e main national service , some more limited  degree of 
competition will remain in the market . Such competition results from the activities of  fintech 
players and banks, which are expected to continue offering A2A payment solutions competing 
with the Target’s  in Denmark and Norway, as well as P27’s in the Nordics should it materialise. 
This is for instance the case of MobilePay in Denmark or Vipps in Norway . Regardless of the 
P27 Layer 2 tender outcome, more generally, EEA markets for invoice payment services are 
considered dynamic. The  market investigation confirms that the re has been recent entry, in 
particular by fintech players including in the Nordics (with MobilePay in Denmark and Finland, 
Vipps and Klarana in Norway Swish in Sweden, and Nordic API Gatewa y in all these 
jurisdictions).189 Open banking and the implementation of the Directive (EU) 2015/2366 on 
payment services (so -called “PSD2”) will likely further facilitate entry in this segment. The 
PSD2 regulatory technical standards, which came into force on 14 September 2019, set out the 
terms on which financial institutions must provide third parties access to information based on 
customer payment accounts for a  defined set of services (also known as open banking), which 
should lead to the emergence of ad ditional payment methods and market players.  
143. All respondents to the market investigation expect the A2A payment service market to 
significantly evolve in the next five years, including in terms of competitive landscape and the 
technology used, in particul ar due to the expected growth of the markets,190 which may attract 
additional players  to compete at the margin with the merged entity .  
                                                                                                                                                      
185  See Annex 124 to the Form CO, slide 5. Mastercard also shares the same expectation. See Annex 22 to form CO that 
reads that […] . 
186  See replies to Questionnaires  Q1 to competitors (questions 22 and 23) and Q2 to customers (questions 16 and 17). 
See Annex 29 to Form CO.  
187  See Annexes 121 and 124 to the Form CO. The Target’s considers that they […].  
188  See non -confidential version of the minutes of the conference  call with a customer dated 22 April 2020, para. 16.  
189  See replies to Questionnaire s Q1 to competitors (question 57) and Q2 to customers (question 49).  
190  See replies to Questionnaire s Q1 to competitors (question 55) and Q2 to customers (question 47).  
 
 
30 (F) Limited concerns expressed by market participants  
144. Most respondents to the market investigation expect the Transaction to h ave a neutral or positive 
impact on competition  for A2A payment services .  
145. A material number  of competitors expect a negative impact of the Transaction, but these 
concerns are either not substantiated or do not appear  to be  merger -specific.191  
- Out of th e competitors expecting a negative impact in A2A payment services, one considers 
that the Transaction “ may discourage new solutions to establish in Denmark, Norway - as 
Mastercard will be a huge and very strong competitor ”. However, the Commission notes 
that t he network effects identified in the relevant market, and the outcome of the P27 Layer 
2 tender necessarily entail that market players will be discouraged from establishing a 
competing A2A payment service in the Nordics, and that competition is currently primarily  
taking place for the market.  
- Another competitor notes that “ [w]ith wider client base, the Target will be providing further 
standardised services that are easier to exploit by innovators within the ecosystem, reducing 
cost rather than having to cre ate country and group specific solutions ”, which appears to be 
a concern relating to potential synergies and efficiencies brought about by the Transaction.  
- Lastly, another one mentions it is “ unable to provide a clear answer to this question [on the 
impact of the Transaction] as this will depend on the plans that Mastercard has for Nets, 
and the results of the P -27 overlay services tender in the Nordics ”. However, as mentioned 
above, even in the case Mastercard were to be awarded the P27 Layer 2 tende r, the 
Transaction would give rise to a certain number of synergies and efficiencies .  
146. In contrast, customers who responded to the market investigation unanimously consider that the 
Transaction will have a neutral or positive impact in the Nordic region, a s well as in Denmark 
and Norway.192 Responding customers unanimously consider that there will remain sufficient 
alternative suppliers of invoice payment services to obtain competitive offers at Nordics level, as 
well as in Denmark and Norway.193 
3.2.4.  Conclusion  
147. Based on the above  considerations, the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market in relation to the potential 
market for the provision of A2A payment services (or the wide r market for invoice payment 
services) in Denmark and Norway or the wider Nordic region.  
4. COMMITMENTS  
4.1. Framework for the assessment of the Commitments  
148. Where a concentration raises serious doubts as regards its compatibility with the internal market, 
the parties may undertake to modify the concentration to remove the grounds for the serious 
doubts identified by the Commission. Pursuant to Article 6(2) of the Merger Regulation, where 
the Commission finds that, following modification by the undertakings concerned, a notified 
                                                 
191  See replies to Questionnaire Q1 to competitors (question 62) . 
192  See replies to Questionnaire Q2 to customers (question 52) .  
193  See replies to Questionnaire Q2 to customers (question 51) . The  only customer indicating that there would not 
remain sufficient  alternative suppliers at EEA level did not substantiate its claim.  
 
 
31 concentration no longer raises serious doubts, it shall declare the concentration compatible with 
the internal market pursuant to Artic le 6(1)(b) of the Merger Regulation.  
149. As set out in the Commission’s Remedies Notice ,194 the c ommitments have to eliminate the 
competition concerns entirely, and have to be comprehensive and effective from all points of 
view.195  
150. In assessing whether commitments will maintain effective competition, the Commission 
considers all relevant factors, including the type, scale and scope of the proposed commitments, 
with reference to the structure and particular characteristics of the market in which the 
trans action is likely to significantly impede effective competition, including the position of the 
parties and other participants on the market.196 
151. In order for the commitments to comply with those principles, they must be capable of being 
implemented effectively  within a short period of time. Concerning the form of acceptable 
commitments, the Merger Regulation gives discretion to the Commission as long as the 
commitments meet the requisite standard. Structural commitments will meet the conditions set 
out above on ly in so far as the Commission is able to conclude with the requisite degree of 
certainty, at the time of its decision, that it will be possible to implement them, and that it will be 
likely that the new commercial structures resulting from them will be su fficiently workable and 
lasting to ensure that the serious doubts are removed.197 Divestiture commitments are normally 
the best way to eliminate competition concerns resulting from horizontal overlaps.  
4.2. Proposed Commitments  
152. In order to render the concentrati on compatible with the internal market, the Parties submitted a 
set of commitments under Article 6(2) of the Merger Regulation on 27 July 2020 , which were 
slightly amended on 29 July 2020  (the “Initial Commitments”). The Commission market tested 
the Initia l Commitments to assess whether they are sufficient and suitable to remedy the serious 
doubts identified in Section 3 of this decision.  
4.2.1.  Description of the Initial Commitments  
153. Under the Initial Commitments, the Parties offered a perpetual, EEA -wide (or glo bal at the 
option of the remedy taker), irrevocable, transferable, assignable, (conditionally) sub -licensable, 
fully paid up, sole licence to distribute, supply, sell, develop, modify, upgrade or otherwise use 
Nets’ Realtime 24/7 technology, with which the  Target currently participates in A2A CIS 
tenders (the “Licensed Technology”)  to a suitable remedy taker (the “Remedy Taker”) . The 
Licensed Technology includes the relevant software, the corresponding source code and related 
documentation, as well as all v ersions and sub -components of the technology.  
154. The Initial Commitments provide that the Remedy Taker shall have the exclusive benefit of 
supplying the Licensed Technology within the EEA (and, at the Remedy Taker’s discretion, on a 
non-exclusive basis outsi de the EEA). The Parties shall not distribute, supply, sell, develop, 
modify or otherwise use the Licensed Technology in competing for new A2A CIS opportunities 
within the EEA  (the “non -compete” clause) . However, the Parties would retain the rights to 
supp ly the Licensed Technology within the EEA to support existing customers of the Target 
(that are not transferred to the Remedy Taker) and meet contractual commitments.  
                                                 
194  Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission 
Regulation (EC) No 802/2004, the “Remedies Notice” (OJ C 267, 22.10.2008, p. 1 -27). 
195  Remedies Notice, paragraph 9.  
196  Remedies Notice, paragraph 12.  
197  Remedies Notice, paragraph 10.  
 
 
32 155. In addition to the benefit of the Licensed Technology, the assets covered by the Initial  
Commitments (the “Assets”) include transitional agreements, specifically:  
- Consultancy Services Agreement . This agreement would cover the provision of 
consultancy services to the Remedy Taker ( […]), for technical support (including 
education and training  of staff and application maintenance and operations) and non -
technical support (including product support, programme management and business 
operations) for a period of up to […]. The Remedy Taker would obtain  access to key 
personnel of the Target’s A2A C IS business (“Key Personnel”) under this agreement. 
More specifically, the Consultancy Services Agreement would offer the Remedy Taker 
access to […] full time equivalents (“FTEs”) on a consultancy basis.  
-  Transitional Support Services Agreement (“TSSA”) . This agreement would cover 
updates, relating to regulatory updates and new functional updates ( […]) for the period 
necessary to cover updates committed as of the date of the present decision.  
156. Conversely, the Assets in the Initial Commitments would not include the transfer of:  
-  Current A2A CIS customer contracts of the Target . According to the Parties, retention of 
the customer contracts by the new entity avoids the complications, delay and uncertainty. 
Such hurdles arise from the contractual obligation  to obtain the consent from customers 
to transfer the contract. In addition, customers themselves may be subject to their own 
regulatory notification and consent requirements.  
- Personnel currently involved in the Target’s A2A CIS business . The Parties arg ued that 
(i) the transfer of personnel would be challenging since no legal entity would be 
transferred and that (ii) they need to keep personnel to deal with the retained customer 
contracts. The Parties also submitted that the Remedy Taker would have acces s to the 
Key Personnel on a consultancy basis and that Consultancy Services Agreement would 
not include a non -solicitation obligation on the Remedy Taker who will be entitled to 
interview and offer employment to the Key Personnel.  
-  Additional components  required to provide managed services  (such as datacentres and 
networks). The Parties consider them as ancillary and commodity services readily 
available on the market and thus not needed to ensure the viability and competitiveness 
of the Assets.  
157. In additi on to the standard purchaser requirements contained in the Commission’s template for 
divestiture remedies,198 the Initial Commitments provide that the Remedy Taker should have (i) 
experience in providing financial services in a regulated environment to individual banks or to 
banking communities and a strategic desire to build long term business relationships in t he 
sector; (ii) experience in operating relevant business and IT services to deliver, operate and 
develop software and operational processes (ideally including a proven record of delivering IT 
ecosystems in areas such as the processing of payment transacti ons, securities or other financial 
instruments, telecommunications or the provision of other mission critical infrastructure); and 
(iii) access to sufficient financial resources to support the provision of long  term A2A CIS 
contracts including participatio n in lengthy contract tender processes (typically lasting one to 
two years) (together the “Remedy Taker Criteria”).  
                                                 
198  Which include (i) independence,  (ii) sufficient financial resources, proven expertise and incentive to use , develop and 
maintain the Assets as a viable and active competitive force, and (iii) lack of prima facie  competition concerns. See 
Model text for divestiture commitments, available from the Commission’s official website at 
https://ec.europa.eu/competition/mergers/legislation/template commitments en.pdf .  
 
 
33 4.2.2.  Results of the market test  
158. The market test was launched on 29 July 2020 and sought to assess the scope and effectiveness 
of the Initial Co mmitments, the viability and attractiveness of the assets, the appropriateness of 
the remedy taker suitability criteria and the implementation risks.  
159. Overall, and subject to the shortcomings detailed below, most respondents indicated that the 
Initial Commitments include all necessary assets for the Remedy Taker to effectively compete 
on the EEA market(s) for the provision of managed services.199 In particular, respondents 
generally confirmed that (i) the sole licence to use the Target’s A2A CI technology  
(RealTime24/7)200 and (ii) the consultancy services provided under the Consultancy Services 
Agreement201 were sufficient to ensure the viability and competit iveness of the Assets. A 
majority of respondents also consider s that the Initial Commitments would sol ve potential 
competition  concerns  arising from the Transaction with respect to the provision of A2A CI 
managed services.202  
160. However, respondents to the market investigation also identified the following main 
shortcomings in relation to the Initial Commitmen ts.  
161. First , a significant number of respondents to the market test indicated that some qualified 
personnel would need to transfer to the Remedy Taker for the latter to become a viable a 
competitive force.203 One responding competitor notes for instance that “know -how related to 
personnel is critical to the successful functioning of the services ”, another one that “ the lack of 
experience on the Target's system will represent a greater challenge in the integration of the 
licensed and new components as well pote ntially extending the time required to achieve a 
competitive system to offer the market ”. Similarly one customer notes that “ [a]t least part of the 
team that developed and maintains the product should move to the new company. This is 
essential for the succ ess of the operation, because of the non formal knowledge and 
"environmental" related assets that are always involved in these cases ”, and another one that 
“[t]ransfer just technology without the due experts, both in the technical and business side, 
might not be effective ”.204 Some respondents provided additional elements as to the functions 
and roles of the personnel that should transfer. One respondent notes in particular that “ Key 
Personnel must be existing direct employees of the Target with the relevant technical and 
operational knowledge and expertise • Key Personnel must include key architects, product 
managers, commercial managers, development leads and operations leaders • We estimate that 
the remedy taker will require 15 -20 (depending on the identity  of the individuals in question and 
their seniority) subject matter experts in the Licensed Technology product and business and 15 -
30 (depending on the identity of the individuals in question and their seniority) IT/development 
engineers in a dedicated or permanent basis. • Key personnel to be named and/or level of 
skill/experience to be specified in the proposed Commitments and agreement ”.205 […]206  
162. Second , the market test indicates that the additional components required for the provision of 
managed service (as opposed to software -only) should be offered to the Remedy Taker or 
already available to it in -house. Contrary to the Parties’ claims, while some of these components 
are commodity (including for example data centre services), others, such as core gatewa y 
services  (see footnote 1 7 above),  are “ proprietary ” or “complex ” and thus cannot be easily 
                                                 
199  See replies to Questionnaire R1 (question 3) . 
200  See replies to Questionnaire R1 (question 4) . 
201  See rep lies to Questionnaire R1 (question 5) . 
202  See replies to Questionnaire R1 (question 22) . 
203  See replies to Questionnaire R1 (question 8) . 
204  See replies to Questionnaire R1 (question 8.1) . 
205  See replies to Questionnaire R1 (question 5.1) . 
206  See Annex 26 to Form CO.  
 
 
34 sourced on the market.207 Moreover, one respondent notes that even if the remedy taker could 
source some of these components on the market, it “ will need to have access to the relevant 
knowledge and expertise on how the components need to be arranged to work with the software 
in order for it to have a viable offer ”.208 Respondents note that whether the transfer of such 
components is required ultimately depends on the  identity of the Remedy Taker and its in -house 
capabilities .209  
163. Third , a significant number of respondents to the market test indicated that transferring existing 
customer contracts would be important for the viability of the remedy. According to them, this  
would allow the remedy taker to effectively gain experience and build up a track record of 
successfully operating an A2A CIS system.210 However, the market test also confirmed that 
transferring such contracts would lead to implementation risks and delays, d ue to the consent 
rights of customers. In particular, this was expressly confirmed by the current customers of the 
Target who responded to the market test. One of them explicitly mentions that he would not 
transfer its contract to the Remedy Taker, stating  that they  “would anyway quite likely not go for 
it”.211  
164. Fourth , regarding the TSSA and Consultancy Agreement, feedback from the market 
investigation suggests that their duration should be extended to […].212 One respondent notes 
that “ [i]t takes significant time to build up in -house knowledge so […] is our best estimate ”, 
another one mentions that “ the time needed to establish a new and similar clearing service to the 
service provided by Nets today, [is estimated to be] between […]”, wh ile a competitor notes that 
“[w]ith a sales cycle potentially taking […]”.213 Relatedly, the market test results indicate that 
the scope, terms and conditions of the Consultancy Services and TSSA should be further 
detailed, including in particular a non -discriminatory provision  to ensure that the Remedy Taker 
would not be treated less favourably than the merged entity’s own business , and the agreements 
should include additional safeguards to limit the risk of exchange of commercially sensitive 
information.214 
165. Fifth, the non -compete provision included in the Initial Commitments should be strengthened. 
Indeed, some respondents indicated that, under the wording of the Initial Commitments, there is 
a risk that the Parties would be able to use the Licensed Technology  (or part of it in combination 
with Mastercard’s technology) to bid in future EEA tenders.215  
166. Sixth , the market test indicates that, in order to ensure the viability and competitiveness of 
Assets, the Remedy Taker Criteria set out in the Initial Commitments  should be supplemented. 
In particular, a majority of respondents indicate d that a suitable Remedy Taker  should:  
- Have expertise in A2A CIS (but not necessarily in the EEA);216 
- Have a footprint in the EEA;217 
                                                 
207  See replies to Questionnaire R1 (question 9) . 
208  See replies to Questionnaire R1 (question 9.1) . 
209  See replies to Questionnaire R1 (question 10.1) . 
210  See replies to Questionnaire R1 (questions 3.1 and 21.2) . 
211  See replies to Questionnaire  R1 (question 21.2) . 
212  See replies to Questionnaire R1 (question 6) . 
213  See replies to Questionnaire R1 (question 6.1) . 
214  See replies to Questionnaire R1 (question 3.1). One respondent notes for instance that “ conditions for the new 
functionalities to be  included in the licensed SW might be non acceptable or non favourable in relation to 
[Mastercard] conditions ”. 
215  See replies to Questionnaire R1 (question 18.1) . One respondent notes for instance that “ restrictions on Mastercard 
being able to use the Licensed Technology to develop an entire new product that is then launched in the EEA would 
also be important and required to prevent undermining the viability of the Assets in the hands of the Purchaser ”. 
216  See replies to Questionnaire R1 (question 16.1) . 
 
 
35 - Offer complementary overlay services (such as fraud  management, analytics, etc.);218 and  
- Be able to offer the additional components of managed services in -house.219 
167. Lastly , the market test results indicate that an upfront buyer clause is warranted in the present 
case. Most of the interest for the Initial Comm itments arose from players who do not prima facie  
meet the Remedy Taker Criteria,220 including those which appear necessary in light of the 
market test feedback as summarised in the previous paragraph. Moreover, a majority of 
respondents to the market test f oresee implementation risks  (irrespective of the transfer of 
customer contracts).   
4.2.3.  The Final Commitments  
168. In order to take into account the results of the market tests, the Parties submitted revised 
commitments on 11 August 2020 (the “Final Commitments”) .  
169. The Final Commitments differ from the Initial Commitments on the following points:  
- Personnel  currently involved in the Target’s A2A CIS business . The Final Commitments 
provide for the transfer of Key Personnel, defined as all personnel necessary for the Remedy 
Taker to compete effectively in the market for the provision of A2A CIS services in the 
EEA  and identified in the Schedule to the Final Commitments . The Parties commit to use 
their best efforts to obtain the Key Personnel’s consent to be transferred to the remedy taker 
and to facilitate such transfer; 221 
- Consultancy Services Agreement  and additional components required to provide managed 
services.  In addition to the Consultancy Services already described  in the Initial 
Commitments, the Final Commitment s also include the Parties’ undertaking to provide 
services relating to the provision of managed solutions  ([…]). These services will consist in 
advising  on the selection, specification, procurement and arrangement of the components 
(including hardware, so frware, and services)  that may be required to allow the remedy taker 
to incorporate the Licensed Technology as part of a managed service offering;222 
Consultancy Services under the Consultancy Services Agreement will be made available 
during  […]. The Final Commitments  also add a  non-discriminatory provision and additional 
safeguards to limit the risk of exchange of commercially sensitive information  between the 
Parties and the remedy taker to the Consultancy Services Agreement ; 223 
- TSSAs and additional compone nts required to provide managed services . The Final 
Commitments provide for an additional TSSA between the Remedy Taker and Nets. This 
additional TSSA provides access, for a period of up to […], to managed services capabilities 
currently offered by the Tar get and sourced from Nets directly in the provision of a managed 
service offering under a separate TSSA. The Final Commitments  also add a  non-
                                                                                                                                                      
217  See replies to Questionnaire R1 (question 16.2) . One respondent notes for instance that “ EEA footprint/knowledge of 
EEA payments would typically be important in tenders ”. 
218  See replies to Questionnaire R1 (question 16.3) . One respondent notes for ins tance that “ [c]reating a business case 
only with basic A2A payment services without any value added services would be extremely difficult ”, and another 
one that “ this will give options and possibilities for purchasing additional services related to A2A CIS ”. 
219  See replies to Questionnaire R1 (question 16.4) . One respondent notes for instance that “ [t]he more managed 
services [a company offers], the easier to build a business case ”. 
220  See replies to Questionnaire R1 (question 12) . 
221  Final Commitments, para. 6(ii) and para. 75.  
222  Final Commitments, para. 6 (iii) and para. 78.  
223  Final Commitments, paras. 76 -78.  
 
 
36 discriminatory provision and additional safeguards to limit the risk of exchange of 
commercially sensitive informa tion between the Parties and the remedy taker to the TSSAs ;224 
- Additional s afeguards accompanying the Licensed Technology  – Non-compete provision . 
The Final Commitments s trengthen  the Remedy Taker’s protection for its exclusive use of 
the Licensed Technology within the EEA, by providing that the Parties not only will not 
distribute, supply, sell, develop, modify or use the Licensed Technology in the EEA but also 
any updates or improved versions thereof nor any parts or components fo r the purposes of 
competing for new A2A CIS tender opportunities in the EEA; 225  
- Geographic scope of the License . Under the Final Commitments, the License to the 
Licensed Technology outside of the EEA is no longer optional but included by default in the 
scope of the remedy (on a non -exclusive basis). The extension of the geographic scope of 
the License ensures that the Remedy Taker will be able to participate in the upcoming A2A 
CIS tenders on a global basis (and not only in the EEA) and, thus, to gain exper ience and 
build up a track record . 
- Remedy Taker Criteria . The Final Commitments s trengthen  the R emedy Taker Criteria, by 
adding that the remedy taker shall have (i) a presence and business activities in the EEA, (ii) 
expertise in the provision of A2A CIS  including by way of consortia, (iii) the ability to offer 
complementary overlay services, including by way of consortia , and (iv) have at its disposal 
sufficient and sufficiently capable staff in order to compete effectively in the market for the 
provision  of A2A CI software and managed solutions in the EEA, including by way of 
outsourcing agreements ;226  
- Upfront buyer requirement . The Final Commitments include an u pfront buyer requirement, 
meaning that the Transaction will not be implemented before the Parti es have entered into a 
final and binding sale and purchase agreement for the implementation of the Final 
Commitments and the Commission has approved the Remedy Taker. 227  
170. As regards the current  A2A CIS customer contracts of the Target, they  will not be transferred to 
the Remedy Taker in order to avoid complications , which may hamper the implementation of 
the Final Commitments . The market test and additional submission by the Parties indeed 
confirmed that the transfer of such contracts would trigger contractual change of control consent 
requirements, causing significant  delays (at least 8 to 11 months) and uncertainty in the 
execution of the Final Commitments.228  
4.2.4.  Commission’s assessment  
171. The Commission considers that the amendments described in Section 4.2.3 adequately address 
the concerns raised by the market test respondents and the Commission itself in relation to the 
Initial Commitments and contributes to the viability and competitiveness of the Assets.  
172. On the  basis of the above , the Commission concludes that the Final Commitments encompass all 
necessary assets to ensure the viability and competitiveness of the Assets , including the 
RealTime24/7 technology and high -skilled Key Personnel, which constitute the co re elements of 
the Target’s A2A CIS business. The Final Commitments also provide for transitional 
agreements, which are sufficient, both in terms of scope and duration, to ensure a smooth 
transfer of the Assets to the Remedy Taker.  
                                                 
224  Final Commitments, para. 6(iv) and para. 79 (i) and (ii).  
225  Final Commitments, para. 70.  
226  Final Commitm ents, para.  14 (ii) (c) and (e).  
227  Final Commitments, para. 4.  
228  Form RM, paras. 2.24 -2-25.  
 
 
37 173. The Commission  also obs erves that the market test largely confirmed the uncertainty as to the 
transferability of the Target’s existing customer contracts to the Remedy Taker. This is due to 
the existence of strict mechanisms applicable in case of change of control under the rele vant 
contracts  and the reluctance expressed by customers in relation to such transfer. Consequently, 
the Commission considers that the inclusion of these contracts in the scope of the remedy could  
jeopardize the effective implementation of the Final Commit ments.  
174. The strengthening of the non -compete provision, which will effectively prevent the Parties from 
using the Licensed Technology (or part of it) for upcoming tenders in the EEA ensure s the 
viability and competitiveness of the Asset.  
175. Furthermore, the revised Remedy Taker Criteria set forth in the Final Commitments will ensure 
that the Assets will be transferred to a suitable Remedy Taker. Such Remedy Taker will not only 
have a presence in the EEA, allowing it to readily participate in any A2A CIS tend er in the region, 
but also expertise in A2A CIS, complementary overlay services and the required staff to provide 
managed services, ensuring a smooth transition of the assets to a knowledgeable market player.  
176. Finally , the upfront buyer requirement mitigat es implementation risks and ensures  that the 
Assets will be transferred  to a suitable Remedy Taker.  
177. In view of the foregoing, the Commission concludes that the Final Commitments would allow 
the Remedy Taker  to effectively and credibly compete for the provi sion of A2A CIS as managed 
services in the EEA . The Final Commitments  thus fully address the competition concerns 
identified in the decision resulting from the reduction in the number of credible providers of 
A2A CI managed services in the EEA.  
178. For the rea sons outlined above, the Commission concludes that the Final Commitments are 
sufficient in scope and suitable to eliminate the serious doubts as to the compatibility of the 
Transaction with the internal market on all plausible markets.   
5. CONDITIONS AND OBLI GATION S 
179. Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the 
Commission may attach to its decision conditions and obligations intended to ensure that the 
undertakings concerned comply with the commitments they h ave entered into vis -à-vis the 
Commission with a view to rendering a notified concentration compatible with the internal market.  
180. The achievement of the measure that gives rise to the structural change of the market is a 
condition, whereas the implementing  steps which are necessary to achieve this result are 
generally obligations on the Parties. Where a condition is not fulfilled, the Commission’s 
decision declaring the concentration compatible with the internal market no longer stands. 
Where the undertakin gs concerned commit a breach of an obligation, the Commission may 
revoke the clearance decision in accordance with Article 8(6) of the Merger Regulation. The 
undertakings concerned may also be subject to fines and periodic penalty payments under 
Articles 1 4(2) and 15(1) of the Merger Regulation.  
181. In accordance with the distinction described above, the Decision in this case is conditioned on 
the full compliance with the requirements set out in Section B of the Final Commitments 
(including the Schedule), whic h constitute conditions. The remaining requirements set out in the 
other section of the Final Commitments constitute obligations on the Parties.  
182. The detailed text of the Final Commitments is annexed to this decision. The full text of the Final 
Commitments  (including the Schedule) forms an integral part of this Decision.  
 
 
38 6. CONCLUSION  
183. For the above reasons, the Commission has decided not to oppose the notified operation as 
modified by the Final Commitments and to declare it compatible with the internal market  and 
with the functioning of the EEA Agreement, subject to full compliance with the conditions in 
Section B of the Final Commitments annexed to the present decision and with the obligations 
contained in the other sections of the said Final  Commitments. This decision is adopted in 
application of Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation and 
Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive  Vice-President  
 
39 
 CASE M. 9744 – MASTERCARD INCORPORATED / PARTS OF THE CORPORATE 
SERVICES ASSETS OF NETS A/S  
COMMITMENTS TO THE EUROPEAN COMMISSION  
Pursuant to Article 6(2), of Council Regulation (EC) No 139/200 4 (the " Merger 
Regulation "), Mastercard Incorporated (" Mastercard ") and Nets A/S (" Nets ") hereby enter 
into the following Commitments (the " Commitments ") vis-à-vis the European Commission 
(the " Commission ") with a view to rendering the acquisition of parts  of the corporate 
services business of Nets (" Target ") compatible with the internal market and the functioning 
of the EEA Agreement.  
The Commitments shall take effect upon the date of adoption of the Decision. The overall 
purpose of the Commitments is to r estore effective competition in the market for the supply 
of account to account (" A2A ") core infrastructure (" CIS") software and managed services by 
making available to the Remedy Taker such assets and tools as to enable the Remedy Taker 
to operate on the market immediately and compete effectively in future competitive tenders 
for A2A CIS contracts.  
This text shall be interpreted in light of the Commission's decision pursuant to Article 6(1)(b) 
of the Merger Regulation to declare the Concentration compatibl e with the internal market 
and the functioning of the EEA Agreement (the " Decision "), in the general framework of 
European Union law, in particular in light of the Merger Regulation, and by reference to the 
Commission Notice on remedies acceptable under Co uncil Regulation (EC) No 139/2004 and 
under Commission Regulation (EC) No 802/2004 (the " Remedies Notice "). 
SECTION A.  DEFINITIONS  
1. For the purpose of the Commitments, the following terms shall have the following 
meaning:  
A2A: Account -to-account.  
Access to Personnel:  Personnel made available including under the Consultancy 
Agreement which shall include such staff as may be necessary in order to ensure the 
viability and competitiveness of the Assets in accordance with these Commitments. 
The Consultancy Agreem ent will not include the imposition of an employee non -
solicit obligation on the Remedy Taker who will be entitled to interview and offer 
employment to Personnel engaged in the development, provision or management of 
the Licensed Technology at any time.  
Affiliated Undertakings : undertakings controlled by the Parties and/or by the 
ultimate parents of the Parties, whereby the notion of control shall be interpreted 
pursuant to Article 3 of the Merger Regulation and in light of the Commission 
Consolidated Juris dictional Notice under Council Regulation (EC) No 139/2004 on 
the control of concentrations between undertakings (the " Consolidated 
Jurisdictional Notice "). 
Agreements : the Licence Agreement, the Consultancy Agreement and the TSSAs . 
Assets : the benefit of the Licensed Technology, Key Personnel Transfer Commitment 
and Consultancy Services (including Access to Personnel) as well as the Transitional 
Services as described in more detail in Section B and in the Schedule which 
Mastercard commits to provide.  
CIS: core infrastructure software and managed services.  
 
40 
 Closing : the provision of the Assets to the Remedy  Taker . 
Closing Period : the period of […] from the approval of the Remedy  Taker  and the 
terms of provision of the Assets by the Commission.  
Confidential Information : any business secrets, know -how, commercial information, 
or any other information of a proprietary nature that is not in the public domain.  
Conflict of Interest : any conf lict of interest that impairs the Trustee's objectivity and 
independence in discharging its duties under the Commitments.  
Consultancy Agreement : the agreement under which the Remedy  Taker  will be 
provided with the Consultancy Services.  
Consultancy Services : The technical and non -technical consultancy services as 
defined in Section B and in the Schedule, which shall include such services as may be 
necessary in order to ensure the viability and competitiveness of the Assets in 
accordance with these Commitment s, the benefit of which Mastercard commits to 
provide to the Remedy  Taker  under the Consultancy Agreement.  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by 
the Commission and appointed by Mastercard and who has/have receiv ed from 
Mastercard the exclusive Trustee Mandate to provide the Assets to a remedy  taker  at 
no minimum price.  
EEA : the United Kingdom and those other countries participating in the European 
Economic Area as of the Effective Date.  
Effective Date : the date o f adoption of the Decision.  
First Divestiture Period : the period of […] from the Effective Date, subject to any 
extension granted by the Commission under the procedure set out in paragraph 39. 
ICC: International Chamber of Commerce  
Identified Staff: the list of Target employees, as further specified in Table 2 in the 
Schedule, from among which the Remedy Taker may recruit Key Personnel  to be 
transferred  pursuant to the Key Personnel Transfer Commitment .   
Key Personnel: all personnel necessary for the Remedy  Taker  to compete effectively 
in the market for the provision of A2A CIS services in the EEA on the basis of the 
Commitments, as further specified in the Schedule  and to be transferred to the 
Remedy Taker pursuant to the Key Personnel Transfer Commitment . 
Key Person nel Transfer Commitment : the commitment set out in paragraph 75 
below.  
Licence Agreement : the agreement under which the Parties agree to licence the 
Licensed Technology to the Remedy Taker . 
Licensed Technology : the technology as defined in Section B and in  the Schedule 
which Mastercard commits to license to the Remedy Taker under the Licence 
Agreement (including committed updates thereto as at Closing).  
Licensor : the licensor of the Licensed Technology.  
Mastercard : Mastercard Incorporated, incorporated unde r the laws of the United 
States of America, with its registered office at Wilmington, State of Delaware.  
 
41 
 Monitoring Trustee : one or more natural or legal person(s) who is/are approved by 
the Commission and appointed by Mastercard, and who has/have the duty  to monitor 
the Parties' compliance with the conditions and obligations attached to the Decision.  
Parties : Mastercard and Nets.  
Personnel : all staff currently  involved in the Target’s A2A CIS business . 
Remedies Notice : Notice on remedies acceptable under C ouncil Regulation (EC) No 
139/2004 and under Commission Regulation (EC) No 802/2004.  
Remedy  Taker : the entity approved by the Commission as the licensee for the 
Licensed Technology in accordance with the criteria set out in Section D.   
Remedy Taker  Criteria : the criteria laid down in paragraph 13 of these 
Commitments that the Remedy  Taker  must fulfil in order to be approved by the 
Commission.  
Schedule : the schedule to these Commitments describing more in detail the Assets.  
Target : those parts of the corporate services business of Nets A/S to be purchased by 
Mastercard.  
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
Trustee Divestiture Period : the period of […] from the end of the First Divestiture 
Period.  
Transitional Services : the transitional services as defined in Section B and in the 
Schedule, the benefit of which the Parties commit to provide to the Remedy  Taker  
under the TSSAs . 
TSSAs : the transitional support services agreement s as defined in Section B and in 
the Schedule which the Parties commit to enter into with the Remedy  Taker . 
SECTION B.  THE COMMITMENTS  
Commitment to provide the Assets  
2. In order  to maintain effective competition, Mastercard commits to provide, or procure 
the provision of the Assets by the end of the Trustee Divestiture Period to a remedy  
taker  and on terms of provision of the Assets approved by the Commission in 
accordance with t he procedure described in paragraph 14 of these Commitments.  
Mastercard commits to find a remedy  taker  and to enter into final binding Agreements 
within the First Divestiture Period. If Mastercard has not entered into such 
Agreements at the end of the First Divestiture Period, Mastercard shall grant the 
Divestiture Trustee an exclusive mandate to provide t he Assets in accordance with the 
procedure described in paragraph 24 in the Trustee Divestiture Period.  
3. Mastercard shall be deemed to have complied with this commitment if:  
(i) by the end of the Trustee Divestiture Period, Mastercard or the Divestiture 
Trustee  has entered into final binding Agreements and the Commission 
approves the proposed remedy  taker  and the terms of provision of the Assets 
as being consistent with the Commitments in accordance with the procedure 
described in paragraph 14; and  
 
42 
 (ii) the Closing of the provision of the Assets to the Remedy  Taker  takes place 
within the Closing Period.  
4. The proposed concentration shall not be implemented before th e Parties or the 
Divestiture Trustee have entered into a final binding sale and purchase agreement for 
the implementation of these Commitments and the Commission has approved the 
Remedy  Taker  and the terms of the agreement with the Remedy  Taker  in accordan ce 
with paragraph 15.  
5. In order to maintain the structural effect of the Commitments, Mastercard shall, for a 
period of 10 years after Closing, not a cquire, whether directly or indirectly, the 
possibility of exercising influence (as defined in paragraph 43 of the Remedies 
Notice, footnote 3) over the whole or part of the Remedy  Taker , unless, following the 
submission of a reasoned request from Masterca rd showing good cause and 
accompanied by a report from the Monitoring Trustee (as provided in paragraph 39 of 
these Commitments), the Commission find s that the structure of the market has 
changed to such an extent that the absence of influence over the Remedy  Taker  is no 
longer necessary to render the proposed concentration compatible with the internal 
market.  
Structure and definition of the Assets  
6. The Assets, which are described in more detail in Schedule 1, include the following:  
(i) A perpetual, global irrevocable, transferable, assignable, sub -licensable, fully 
paid up, sole licence of those intangible assets which comprise the Licensed 
Technology.  
(ii) The Key Personnel Transfer Commitment.  
(iii) Consultancy Services ( to be provided by the Parties to the Remedy Taker, 
unless the Remedy Taker demonstrates that it does not need those in whole, or 
in part, in order to compete effectively in the market for A2A CIS ser vices in 
the EEA  on the basis of the Commitments ) including the following core 
elements relating to technical support for a period of up to […], provided […] 
and otherwise on terms and conditions to be approved by the Commission:  
(a) education and training  of staff; and  
(b) application maintenance and operations.  
(c) product support (support with customer on -boarding and 
configuration);  
(d) programme management (providing in -depth support for the operation 
of the product and customer implementation);  
(e) business operations (monitoring of business operational activities); and  
(f) advice on the selection, specification, procurement and arrangement of 
all the components that may be required to allow the Remedy  Taker  to 
incorporate the Licensed Technology as part of a managed service 
offering.  
 
43 
 (iv) Transitional support services agreement s (provided […] and otherwise on 
terms and conditions to be approved by the Commission) (" TSSAs ") 
providing : 
(a) Updates relating to regu latory updates and new functional updates 
which will be made available until such period as  may be necessary to 
implement the updates to which the Licensor is committed as at 
Closing, to a potential remedy  taker  without undue delay;  
(b) Access (supplied directly by Nets) to managed service capabilities to 
the extent that these are currently offered by the Target (all of which 
are sourced by the Target from Nets) in the provision of a managed 
service offering (including, in particular, supply of any components of 
a managed service, such as datacentres, network and professional 
services as provided under the transitional services agreement between 
Nets and the Target) for a period of up to […]. 
7. In providing services to the Remedy Taker under the Co nsultancy Agreement and the 
TSSAs  the Parties shall apply the same standards of service as they apply in providing  
comparable services to their own A2A CIS business activities or to the Target and, in 
providing those services under the Consultancy Agreeme nt and the TSSAs , the Parties  
shall not act with the purpose of favouring Mastercard's and/or the Target's own A2A 
CIS business activities to the detriment of the Remedy Taker's A2A CIS business 
activities.   
8. The Parties shall put in place strict firewall procedures to prevent any exchange of 
competitively sensitive information between the Remedy Taker and either of the 
Parties by virtue of the services provided as part of the Consultancy Agreement or the 
TSSAs.  
9. The Remedy  Taker  shall have the exclusive ben efit of supplying the Licensed 
Technology within the EEA and  on a non -exclusive basis outside the EEA. 
Mastercard and its Affiliated Undertakings  (including the Licensor)  shall not 
distribute, supply, sell, develop, modify or otherwise use (i) the Licensed  Technology  
or (ii) any updated or somehow improved versions of the Licensed Technology or (iii) 
any parts or components of the Licensed Technology used in combination with other 
technology, at any time in competing for new A2A CIS opportunities within the  EEA.  
Mastercard and its Affiliated Undertakings  shall retain rights to supply the Licensed 
Technology within the EEA only in order to enable the Licensor to support the 
existing customers of the retained business and to meet the contractual commitments 
of the retained business as at Closing.1    For the avoidance of doubt, nothing provided 
in these Commitments shall be construed as limiting any right of Mastercard and its 
Affiliated Undertakings to also distribute, supply, sell, develop, modify or otherwi se 
use the Licensed Technology outside of the EEA.  Subject to the above, Mastercard 
and its Affiliated Undertakings  shall also retain the ability to compete in future A2A 
CIS contract tenders within the EEA using technology that it owns, develops or 
modif ies, or sources from a third party provided that this does not involve the use of 
(i) the Licensed Technology  or (ii) any updated or somehow improved versions of the 
                                                 
1  As described in Annex  1 to the Schedule.  
 
44 
 Licensed Technology or (iii) any parts or components of the Licensed Technology 
used in co mbination with other technology .2  
SECTION C.  RELATED COMMITMENTS  
Preservation of viability, marketability and competitiveness  
10. From the Effective Date until Closing, the Party with control of the Licensed 
Technology shall preserve or procure the preservation of the economic viability, 
marketability and competitiveness of the Assets, in accordance with good business 
practice, and shall minimise as far as possible any risk of loss of competitive potential 
of the Assets.  In particular, the Party wit h control of the Licensed Technology 
undertakes not to carry out any action that might have a significant adverse impact on 
the value or competitiveness of the Assets or that might alter the nature and scope of 
activity of the Assets.  
Due diligence  
11. In orde r to enable potential remedy  taker s to carry out a reasonable due diligence of 
the Assets, Mastercard shall, subject to customary confidentiality assurances and 
dependent on the stage of the licensing process : 
(a) provide to potential remedy  taker s sufficient information as regards the Assets ; 
(b) provide to potential remedy takers sufficient information relating to the 
Personnel and Key Personnel and allow them reasonable access to the 
Personnel and Key Personnel . 
Reporting  
12. Mastercard shall submit written reports in English on potential remedy  taker s of the 
Assets and developments in the negotiations with such potential remedy  taker  to the 
Commission and the Monitoring Trustee no later than 10 days after the end of every 
month following the Effective Date (or other wise at the Commission's request). 
Mastercard shall submit a list of all potential remedy  taker s having expressed interest 
in the Assets to the Commission at each and every stage of the process, as well as a 
copy of all the offers made by potential remedy  taker s within five days of their 
receipt.  
13. Mastercard shall inform the Commission and the Monitoring Trustee on the 
preparation of the data room documentation and the due diligence procedure and shall 
submit a copy of any information memorandum to the Commi ssion and the 
Monitoring Trustee before sending the memorandum out to potential remedy  taker s. 
SECTION D.  THE REMEDY  TAKER  
14. In order to be approved by the Commission, the Remedy  must fulfil the following 
criteria:  
                                                 
2  This includes the ability for Mastercard to use the Licensed Technology in any renewal or extension of any 
or all existing contracts listed in Annex 1  to the Schedule within the EEA.  If a contract tender process is 
commenced by a customer to replace such an existing A2A CIS contract within the EEA, Mastercard shall 
not use the Licensed Technology in competing in such tender, but shall not be precluded from agreeing an 
extension or renewal of such existing contract involving the use of the Licensed Technology if that is the 
customer's preference.  
 
45 
 (i) The Remedy  Taker  shall be independent of an d unconnected to Mastercard 
and its Affiliated Undertakings (this being assessed having regard to the 
situation following the licensing).  
(ii) The Remedy  Taker  shall have the financial resources, proven  expertise and 
incentive to use , develop and maintain  the A ssets as a viable and active 
competitive force in competition with Mastercard and other competitor s.  The 
Remedy  Taker  should have a presence and business activities in the EEA  and 
should have the following attributes:  
(a) experience in providing financia l services in a regulated environment 
to individual banks or to banking communities and a strategic desire to 
build long term business relationships in the sector;  
(b) experience in operating relevant business and IT services to deliver, 
operate and develo p software and operational processes. This should 
include a proven record of delivering IT ecosystems in areas such as 
the processing of payment transactions, securities or other financial 
instruments, telecommunications or the provision of other mission 
critical infrastructure;  
(c) expertise in the provision of A2A CIS, as evidenced , for example , 
through participation in A2A CIS tenders by way of consortia ;  
(d) access to sufficient financial resources to support the provision of long -
term A2A CIS contracts including participation in lengthy contract 
tender processes (typically of 1 -2 years in duration); and  
(e) an ability to offer complementary  overlay services such as A2A 
payment services or other value added servic es (e.g. fraud management 
and an alytics ) including by way of consortia,  outsourcing  or other 
commercial  arrangements  
(iii) The provision of the Assets to the Remedy  Taker  must neither be likely to 
create, in light of the information available to the Commission, prima facie 
competition concerns  nor give rise to a risk that the implementation of the 
Commitments will be delayed.  
(iv) By virtue of the Personnel Transfer Commitment in light  of its own resources, 
the Remedy  Taker  shall have at its disposal (including by virtue of outsourcing 
arrangements) sufficient and sufficiently capable staff in order to compete 
effectively in the market for the provision of A2A CIS services in the EEA.  
15. The final binding Agreements relating to  the provision of the Assets shall be 
conditional on the Commission's approval.  When Mastercard has reached an 
agreement with a remedy  taker , it shall submit a fully documented and reasoned 
proposal, including a copy of the final agreement(s), within one week to the 
Commission and the Monitoring Trustee.  Mastercard must be able to demonstrate to 
the Commission that the Remedy  Taker  fulfils the Remedy  Taker  Criteria and that the 
Assets are being provided in a manner consistent with the Commission's Decisio n and 
the Commitments.  For the approval, the Commission shall verify that the Remedy  
Taker  fulfils the Remedy Taker  Criteria and that the Assets are being provided in a 
manner consistent with the Commitments including their objective to bring about a 
 
46 
 lasting structural change in the market.  The Commission may approve the transfer of 
the benefit of the Assets without one or more Assets or by substituting one or more 
Assets with one or more different assets, if this does not affect the viability and 
competi tiveness of the Assets after the transfer.  
SECTION E.  TRUSTEE  
I. Appointment procedure  
16. Mastercard shall appoint a Monitoring Trustee to carry out the functions specified in 
these Commitments for a Monitoring Trustee. Mastercard commits not to close the 
Concentration before the appointment of a Monitoring Trustee.  
17. If Mastercard has not entered into binding Agreements regarding the provision of the 
Assets one month before the end of the First Divestiture Period or if the Commission 
has rejected a remedy  taker  proposed by Mastercard at that time or thereafter, 
Mastercard shall appoint a Divestiture Trustee.  The appointment of the Divestiture 
Trustee shall take effect upon the commencement of the Trustee Divestiture Period.  
18. The Trustee shall:  
(i) at the time of app ointment, be independent of the Parties and their Affiliated 
Undertakings;  
(ii) possess the necessary qualifications to carry out its mandate, for example have 
sufficient relevant experience as an investment banker or consultant or auditor; 
and 
(iii) neither have nor  become exposed to a Conflict of Interest.  
19. The Trustee shall be remunerated by Mastercard in a way that does not impede the 
independent and effective fulfilment of its mandate. In particular, where the 
remuneration package of a Divestiture Trustee includes  a success premium linked to 
the final transfer value of the Assets, such success premium may only be earned if the 
licensing takes place within the Trustee Divestiture Period.  
 
Proposal by Mastercard  
20. No later than two weeks after the Effective Date, Maste rcard shall submit the names 
of at least two natural or legal persons whom Mastercard proposes to appoint as the 
Monitoring Trustee to the Commission for approval. No later than one month before 
the end of the First Divestiture Period or on request by the Commission, Mastercard 
shall submit a list of one or more persons whom Mastercard proposes to appoint as 
Divestiture Trustee to the Commission for approval.  The proposal shall contain 
sufficient information for the Commission to verify that the person or persons 
proposed as Trustee fulfil the requirements set out in paragraph 17 and shall include:  
(i) the full terms of the proposed mandate, which shall inc lude all provisions 
necessary to enable the Trustee to fulfil its duties under these Commitments;  
(ii) the outline of a work plan which describes how the Trustee intends to carry 
out its assigned tasks; and  
 
47 
 (iii) an indication whether the proposed Trustee is to act a s both Monitoring 
Trustee and Divestiture Trustee or whether different trustees are proposed for 
the two functions.  
Approval or rejection by the Commission  
21. The Commission shall have the discretion to approve or reject the proposed Trustee(s) 
and to approve  the proposed mandate subject to any modifications it deems necessary 
for the Trustee to fulfil its obligations. If only one name is approved, Mastercard shall 
appoint or cause to be appointed the person or persons concerned as Trustee, in 
accordance with the mandate approved by the Commission. If more than one name is 
approved, Mastercard shall be free to choose the Trustee to be appointed from among 
the names approved. The Trustee shall be appointed within one week of the 
Commission's approval, in accorda nce with the mandate approved by the 
Commission.  
New proposal by Mastercard  
22. If all the proposed Trustees are rejected, Mastercard shall submit the names of at least 
two more natural or legal persons within one week of being informed of the rejection, 
in ac cordance with paragraphs 19 and 20 of these  Commitments.  
Trustee nominated by the Commission  
23. If all further proposed Trustees are rejected by the Commission, the Commission shall 
nominate a Trustee, whom Mastercard shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approv ed by the Commission.  
II. Functions of the Trustee  
24. The Trustee shall assume its specified duties and obligations in order to ensure 
compliance with the Commitments. The Commission may, on its own initiative or at 
the request of the Trustee or Mastercard, give any orders or instructions to the Trustee 
in order to ensure compliance with the conditions and obligations attached to the 
Decision.  
Duties and obligations of the Monitoring Trustee  
25. Monitoring Trustee shall:  
(i) propose in its first report to the Commiss ion a detailed work plan describing 
how it intends to monitor compliance with the obligations and conditions 
attached to the Decision;  
(ii) propose to Mastercard such measures as the Monitoring Trustee considers 
necessary to ensure Mastercard's compliance with the conditions and 
obligations attached to the Decision;  
(iii) review and assess potential remedy  taker s as well as the progress of the 
licensing process and verify that, dependent on the stage of the licensing 
process potential remedy  taker s receive sufficient and correct information 
relating to the Assets in particular by reviewing, if available, the data room 
documentation, the information memorandum and the due diligence process;  
 
48 
 (iv) act as a contact point for any requests by third parties, in particular potentia l 
remedy  taker s, in relation to the Commitments;  
(v) provide to the Commission, sending Mastercard a non -confidential copy at the 
same time, a written report within 15 days after the end of every month so that 
the Commission can assess whether the conduct of M astercard is consistent 
with the Commitments and the progress of the licensing process as well as 
potential remedy  taker s; 
(vi) promptly report in writing to the Commission, sending Mastercard a non -
confidential copy at the same time, if it concludes on reasona ble grounds that 
Mastercard is failing to comply with these Commitments;  
(vii) within one week after receipt of the documented proposal referred to in 
paragraph 19 of these Commitments, submit to the Commission, sending 
Mastercard a non -confidential copy at the same time, a reasoned opinion as to 
the suitability and independence of the proposed remedy  taker  and as to 
whether the Assets are provided in a manne r consistent with the conditions 
and obligations attached to the Decision in particular, if relevant, whether the 
transfer of the benefit of the Assets without one or more of Assets affects the 
viability of the Assets after taking account of the proposed remedy  taker ;  
(viii) appoint an expert in the payments and financial infrastructure industry to assist 
the Trustee, in agreement with the Commission  and at the expense of 
Mastercard . Only the Trustee shall be entitled to issue instructions to the 
expert ; and  
(ix) assume the other functions assigned to the Monitoring Trustee under the 
conditions and obligations attached to the Decision.  
26. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, 
the Monitoring Trustee and the Divestiture Trust ee shall cooperate closely with each 
other during and for the purpose of the preparation of the Trustee Divestiture Period 
in order to facilitate each other's tasks.  
Duties and obligations of the Divestiture Trustee  
27. Within the Trustee Divestiture Period, t he Divestiture Trustee shall provide at no 
minimum price the Assets to a licensee, provided that the Commission has approved 
both the Remedy  Taker  and the final binding Agreements as in line with the 
Commission's Decision and the Commitments in accordance with paragraphs 13 and 
12 of these Commitments.  The Divestiture Trustee shall include in the Agreements 
(as well as in any ancillary agreements) such terms and conditions as it considers 
appropriate for an expe dient provision of the Assets in the Trustee Divestiture Period.  
In particular, the Divestiture Trustee may include in the Agreements such customary 
representations and warranties and indemnities as are reasonably required to effect the 
provision of the A ssets. The Divestiture Trustee shall protect the legitimate financial 
interests of Mastercard, subject to Mastercard's unconditional obligation to provide 
the Assets at no minimum price in the Trustee Divestiture Period.  
28. In the Trustee Divestiture Period ( or otherwise at the Commission's request), the 
Divestiture Trustee shall provide the Commission with a comprehensive monthly 
 
49 
 report written in English on the progress of the licensing process. Such reports shall 
be submitted within 15 days after the end of  every month with a simultaneous copy to 
the Monitoring Trustee and a non -confidential copy to Mastercard.  
III. Duties and obligations of Mastercard  
29. Mastercard shall provide and shall cause their advisors to provide the Trustee with all 
such co -operation, assistance and information as the Trustee may reasonably require 
to perform its tasks. The Trustee shall have full and complete access to any of the 
Target's books, records, documents, management or other personnel, facilities, sites 
and technical informat ion necessary for fulfilling its duties under the Commitments 
and Mastercard shall provide the Trustee upon request with copies of any document. 
Mastercard shall make available to the Trustee one or more offices on their premises 
and shall be available for  meetings in order to provide the Trustee with all information 
necessary for the performance of its tasks.  
30. Mastercard shall provide the Monitoring Trustee with all managerial and 
administrative support that it may reasonably request. Mastercard shall provi de and 
shall cause their advisors to provide the Monitoring Trustee, on request, with the 
information submitted to potential remedy  taker s, in particular give the Monitoring 
Trustee access to the data room documentation and all other information granted to  
potential remedy  taker s in the due diligence procedure. Mastercard shall inform the 
Monitoring Trustee on possible remedy  taker s, submit lists of potential remedy  taker s 
at each stage of the selection process, including the offers made by potential remedy  
taker s at those stages, and keep the Monitoring Trustee informed of all developments 
in the licensing process.  
31. Mastercard shall grant or procure Affiliated Undertakings to grant comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee t o effect the provision of 
the Assets (including ancillary agreements), the Closing and all actions and 
declarations which the Divestiture Trustee considers necessary or appropriate to 
achieve the provision of the Assets and the Closing, including the appoi ntment of 
advisors to assist with the process.  Upon request of the Divestiture Trustee, 
Mastercard shall cause the documents required for effecting the provision of the 
Assets and the Closing to be duly executed.  
32. Mastercard shall indemnify the Trustee and  its employees and agents (each an 
"Indemnified Party ") and hold each Indemnified Party harmless against, and hereby 
agrees that an Indemnified Party shall have no liability to Mastercard for, any 
liabilities arising out of the performance of the Trustee's  duties under the 
Commitments, except to the extent that such liabilities result from the wilful default, 
recklessness, gross negligence or bad faith of the Trustee, its employees, agents or 
advisors.  
33. At the expense of Mastercard, the Trustee may appoint a dvisors (in particular for 
corporate finance or legal advice  or advice in the payments and financial 
infrastructure industry ), subject to Mastercard's approval (this approval not to be 
unreasonably withheld or delayed) if the Trustee considers the appointm ent of such 
advisors necessary or appropriate for the performance of its duties and obligations 
under the Trustee Mandate, provided that any fees and other expenses incurred by the 
Trustee are reasonable. Should Mastercard refuse to approve the advisors pr oposed by 
 
50 
 the Trustee the Commission may approve the appointment of such advisors instead, 
after having heard Mastercard. Only the Trustee shall be entitled to issue instructions 
to the advisors. Paragraph 36 of these Commitments shall apply mutatis mutandis.  In 
the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served 
Mastercard during the First Divestiture Period if the Div estiture Trustee considers this 
in the best interest of an expedient provision of the benefit of the Assets.  
34. Mastercard agrees that the Commission may share Confidential Information 
proprietary to the Target with the Trustee. The Trustee shall not disclose  such 
information and the principles contained in Article 17 (1) and (2) of the Merger 
Regulation apply mutatis mutandis.  
35. Mastercard agrees that the contact details of the Monitoring Trustee are published on 
the website of the Commission's Directorate -Gene ral for Competition and they shall 
inform interested third parties, in particular any potential remedy  taker s, of the 
identity and the tasks of the Monitoring Trustee.  
36. For a period of 10 years from the Effective Date the Commission may request all 
informat ion from Mastercard that is reasonably necessary to monitor the effective 
implementation of these Commitments.  
IV. Replacement, discharge and reappointment of the Trustee  
37. If the Trustee ceases to perform its functions under the Commitments or for any other  
good cause, including the exposure of the Trustee to a Conflict of Interest:  
(i) the Commission may, after hearing the Trustee and Mastercard, require 
Mastercard to replace the Trustee; or  
(ii) Mastercard may, with the prior approval of the Commission, replace the  
Trustee.  
38. If the Trustee is removed according to paragraph 36 of these Commitments, the 
Trustee may be required to continue in its function until a ne w Trustee is in place to 
whom the Trustee has effected a full hand over of all relevant information. The new 
Trustee shall be appointed in accordance with the procedure referred to in paragraphs 
19 to 22 of these Commitments.  
39. Unless removed according to paragraph 36 of these Commitments, the Trustee shall 
cease to act as Trustee only after the Commission has discharged it from its duties 
after all the Commitments with which the Trustee has been entrusted have been 
implemented.  However, the Commission may at any time  require the reappointment 
of the Monitoring Trustee if it subsequently appears that the relevant remedies might 
not have been fully and properly implemented.  
SECTION F.  THE REVIEW CLAUSE  
40. The Commission may extend the time periods foreseen in the Commitmen ts in 
response to a request from Mastercard or, in appropriate cases, on its own initiative. 
Where Mastercard requests an extension of a time period, it shall submit a reasoned 
request to the Commission no later than one month before the expiry of that per iod, 
showing good cause.  This request shall be accompanied by a report from the 
 
51 
 Monitoring Trustee, who shall, at the same time send a non -confidential copy of the 
report to Mastercard.  Only in exceptional circumstances shall Mastercard be entitled 
to request an extension within the last month of any period.  
41. The Commission may further, in response to a reasoned request from Mastercard 
showing good cause waive, modify or substitute, in exceptional circumstances, one or 
more of the undertakings in these Com mitments.  This request shall be accompanied 
by a report from the Monitoring Trustee, who shall, at the same time send a non -
confidential copy of the report to Mastercard.  The request shall not have the effect of 
suspending the application of the undertak ing and, in particular, of suspending the 
expiry of any time period in which the undertaking has to be complied with.  
SECTION G. FAST TRACK DISPUTE RESOLUTION  
42. In the event that the Remedy Taker  claims that Mastercard or an Affiliated 
Undertaking is failing  to comply with the requirements of the Commitments vis -à-vis 
the Remedy Taker , the fast track dispute resolution procedure as described herein 
shall apply. Such fast track dispute resolution mechanism will be an additional option 
to the benefit of the Rem edy Taker and not an obligation for it.  
43. If the Remedy Taker  wishes to avail itself of the fast track dispute resolution 
procedure , it shall send a written request to Mastercard (with a copy to the Trustee) 
setting out in detail the reasons leading that par ty to believe that Mastercard is failing 
to comply with the requirements of the Commitment. The Remedy Taker  and 
Mastercard will use their best efforts to resolve all differences of opinion and to settle 
all disputes that may arise through co -operation and  consultation within a reasonable 
period of time not exceeding fifteen 15 working days after receipt of the request.  
44. The Trustee shall present its own proposal (the " Trustee Proposal ") for resolving the 
dispute within eight 8 working days, specifying in w riting the action, if any, to be 
taken by Mastercard or an Affiliated Undertaking in order to ensure compliance with 
the commitments vis -à-vis the Remedy Taker , and be prepared, if requested, to 
facilitate the settlement of the dispute.  
45. Should the Remedy Taker  and Mastercard (together the " Parties to the Arbitration ") 
fail to resolve their differences of opinion in the consultation phase, the Remedy 
Taker  shall serve a notice (the " Notice "), in the sense of a request for arbitration, to 
the International C hamber of Commerce (the " ICC"), with a copy of such Notice and 
request for arbitration to Mastercard.  
46. The Notice shall set out in detail the dispute, difference or claim (the " Dispute ") and 
shall contain, inter alia, all issues of both fact and law, inclu ding any suggestions as to 
the procedure, and all documents relied upon shall be attached, e.g. documents, 
agreements, expert reports, and witness statements. The Notice shall also contain a 
detailed description of the action to be undertaken by Mastercard  (including, if 
appropriate, a draft contract comprising all relevant terms and conditions) and the 
Trustee Proposal, including a comment as to its appropriateness.  
47. Mastercard shall, within 10 working days from receipt of the Notice, submit its 
answer (th e "Answer "), which shall provide detailed reasons for its conduct and set 
out, inter alia, all issues of both fact and law, including any suggestions as to the 
procedure, and all documents relied upon, e.g. documents, agreements, expert reports, 
 
52 
 and witnes s statements. The Answer shall, if appropriate, contain a detailed 
description of the action which Mastercard proposes to undertake vis -à-vis the 
Remedy Taker  (including, if appropriate, a draft contract comprising all relevant 
terms and conditions) and th e Trustee Proposal (if not already submitted), including a 
comment as to its appropriateness.  
Appointment of the Arbitrators  
48. The Arbitral Tribunal shall consist of three persons. The Remedy Taker  shall 
nominate its arbitrator in the Notice; Mastercard sha ll nominate its arbitrator in the 
Answer. The arbitrator nominated by the Remedy Taker  and by Mastercard shall, 
within five working days of the nomination of the latter, nominate the chairman, 
making such nomination known to the parties and the Arbitral In stitution which shall 
forthwith confirm the appointment of all three arbitrators.  
49. Should the Remedy Taker  wish to have the Dispute decided by a sole arbitrator it 
shall indicate this in the Notice. In this case, the Remedy Taker  and Mastercard shall 
agree  on the nomination of a sole arbitrator within five working days from the 
communication of the Answer, communicating this to the Arbitral Institution.  
50. Should Mastercard fail to nominate an arbitrator, or if the two arbitrators fail to agree 
on the chairma n, or should the Parties to the Arbitration fail to agree on a sole 
arbitrator, the default appointment(s) shall be made by the Arbitral Institution.  
51. The three -person arbitral tribunal or, as the case may be, the sole arbitrator, are herein 
referred to as  the " Arbitral Tribunal ".  
Arbitration Procedure  
52. The Dispute shall be finally resolved by arbitration under the ICC rules, with such 
modifications or adaptations as foreseen herein or necessary under the circumstances 
(the " Rules "). The arbitration shall be conducted in London, England in the English 
language.  
53. The procedure shall be a fast -track procedure. For this purpose, the Arbitral Tribunal 
shall shorten all applicable procedural time -limits under the Rules as far as admissible 
and appropriate in the  circumstances. The Parties to the Arbitration shall consent to 
the use of e -mail for the exchange of documents.  
54. The Arbitral Tribunal shall, as soon as practical after the confirmation of the Arbitral 
Tribunal, hold an organisational conference to discus s any procedural issues with the 
Parties to the Arbitration. Terms of Reference shall be drawn up and signed by the 
Parties to the Arbitration and the Arbitration Tribunal at the organisational meeting or 
thereafter and a procedural time -table shall be est ablished by the Arbitral Tribunal. 
An oral hearing shall, as a rule, be established within two months of the confirmation 
of the Arbitral Tribunal.  
55. In order to enable the Arbitral Tribunal to reach a decision, it shall be entitled to 
request any relevant information from the Parties to the Arbitration, to appoint experts 
and to examine them at the hearing, and to establish the facts by all appropriate 
means. The Arbitral Tribunal is also entitled to ask for assistance by the Trustee in all 
stages of the pr ocedure if the Parties to the Arbitration agree.  
 
53 
 56. The Arbitral Tribunal shall not disclose confidential information and apply the 
standards attributable to confidential information under the Merger Regulation. The 
Arbitral Tribunal may take the measures necessary for protecting confidential 
information in  particular by restricting access to confidential information to the 
Arbitral Tribunal, the Trustee, and outside counsel and experts of the opposing party.  
57. The burden of proof in any dispute under these Rules shall be borne as follows: (i) the 
Remedy Take r must produce evidence of a prima facie case and (ii) if the Remedy 
Taker  produces evidence of a prima facie case, the Arbitral Tribunal must find in 
favour of the Remedy Taker  unless Mastercard can produce evidence to the contrary.   
Involvement of the C ommission  
58. The Commission shall be allowed and enabled to participate in all stages of the 
procedure by:  
(i) receiving all written submissions (including documents and reports, etc.) made 
by the Parties to the Arbitration;  
(ii) receiving all orders, interim and f inal awards and other documents exchanged 
by the Arbitral Tribunal with the Parties to the Arbitration (including Terms of 
Reference and procedural time -table);  
(iii) giving the Commission the opportunity to file amicus curiae briefs; and  
(iv) being present at the he aring(s) and being allowed to ask questions to parties, 
witnesses and experts.   
59. The Arbitral Tribunal shall forward, or shall order the Parties to the Arbitration to 
forward, the documents mentioned to the Commission without delay.  
60. In the event of disagre ement between the Parties to the Arbitration regarding the 
interpretation of the Commitment, the Arbitral Tribunal may seek the Commission's 
interpretation of the Commitment before finding in favour of any Party to the 
Arbitration and shall be bound by the  interpretation.  
Decisions of the Arbitral Tribunal  
61. The Arbitral Tribunal shall decide the dispute on the basis of the Commitment and the 
Decision. Issues not covered by the Commitment and the Decision shall be decided 
(in the order as stated) by reference to the Merger Regulation, EU law and general 
princi ples of law common to the legal orders of the Member States without a 
requirement to apply a particular national system. The Arbitral Tribunal shall take all 
decisions by majority vote.  
62. Upon request of the Remedy Taker , the Arbitral Tribunal may make a pr eliminary 
ruling on the Dispute. The preliminary ruling shall be rendered within one month after 
the confirmation of the Arbitral Tribunal, shall be applicable immediately and, as a 
rule, remain in force until a final decision is rendered.  
63. The Arbitral Tr ibunal shall, in the preliminary ruling as well as in the final award, 
specify the action, if any, to be taken by Mastercard or an Affiliated Undertaking in 
order to comply with the commitments vis -à-vis the Remedy Taker  (e.g. specify a 
 
54 
 contract including all relevant terms and conditions). The final award shall be final 
and binding on the Parties to the Arbitration and shall resolve the Dispute and 
determine any and all claims, motions or requests submitted to the Arbitral Tribunal. 
The arbitral award shal l also determine the reimbursement of the costs of the 
successful party and the allocation of the arbitration costs. In case of granting a 
preliminary ruling or if otherwise appropriate, the Arbitral Tribunal shall specify that 
terms and conditions determi ned in the final award apply retroactively.  
64. The final award shall, as a rule, be rendered within six months after the confirmation 
of the Arbitral Tribunal. The time -frame shall, in any case, be extended by the time 
the Commission takes to submit an inter pretation of the Commitment if asked by the 
Arbitral Tribunal.   
65. The Parties to the Arbitration shall prepare a non -confidential version of the final 
award, without business secrets. The Commission may publish the non -confidential 
version of the award.  
66. Nothing in the arbitration procedure shall affect the power to the Commission to take 
decisions in relation to the Commitment in accordance with its powers under the 
Merger Regulation.  
SECTION H. ENTRY INTO FORCE  
67. The Commitments shall take effect upon the da te of adoption of the Decision.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55 
 SCHEDULE  
(a) The Assets as operated to date have the following legal and functional structure:  
The remedy  proposed involves the provision of the Assets, as described in more detail 
in Section B. These are not stand alone businesses. As such, the Assets do not have a 
"legal and functional structure ". 
(b) Following paragraph 3 of these Commitments, the Assets include, but are not 
limited to:  
(a) the following main tangible assets;  
(b) the following main intangible assets;  
68. There are no tangible assets  
69. Intangi ble assets include copies of and a perpetual global, irrevocable, transferable, 
assignable, sub -licensable, fully paid up, sole license3 to distribute, supply, sell, 
develop, modify, upgrade or otherwise use, the relevant software (including source 
code an d all documentation) for the Nets' Realtime 24/7 (RTP) provision. This is 
comprised of the next -gen modular instant payment solution developed by Nets (all 
versions and sub -components - […]4  […]) – real time clearing applications and 
committed updates the reto as at Closing (" Licensed Technology ")5 . The Licensed 
Technology shall include all related application -programming interfaces (“APIs”), 
which are necessary and used, previously used or planned to be used by Nets or the 
Target as at the Closing  to con nect the Nets Realtime 24/7 (RTP) provision with 
financial institutions and/or overlay services, including core gateway APIs.  
70. The Remedy  Taker  shall have the exclusive benefit of supplying the Licensed 
Technology within the EEA and on a non -exclusive basis  outside the EEA.  
Mastercard and its Affiliated Undertakings (including the Licensor ) shall not 
distribute, supply, sell, develop, modify or otherwise use (i) the Licensed Technology 
or (ii) any updated or somehow improved versions of the Licensed Technol ogy or (iii) 
any parts or components of the Licensed Technology used in combination with other 
technology, in competing for new A2A CIS opportunities within the EEA.  
Mastercard and its Affiliated Undertakings shall retain rights to supply the Licensed 
Technology within the EEA only in order to enable the Licensor to support the 
existing customers of the retained business and to meet the contractual commitments 
of the retained business as at Closing6. For the avoidance of doubt, nothing provided 
in these  Commitments shall be construed as limiting any right of Mastercard and its 
Affiliated Undertakings to also distribute, supply, sell, develop, modify, upgrade or 
otherwise use the Licensed Technology outside of the EEA. Mastercard shall also 
retain the abi lity to compete in future A2A CIS contract tenders within the EEA using 
technology that it owns, develops or modifies, or sources from a third party provided 
that this does not involve the use of (i) the Licensed Technology  or (ii) any updated or 
                                                 
3  Licensor may only license/ sublicense to support its own use and that of its cu stomers and the customers' 
service providers.  
4  […]. 
5  The licence excludes any trademark rights but the Remedy Taker may provide positive attributions with 
regards to the source of the original development of the Licensed Technology (i.e. the Remedy Take r may 
refer to the fact that the Licensed Technology was developed by Nets).  
6  As described in Annex 1 to this Schedule.  
 
56 
 somehow i mproved versions of the Licensed Technology or (iii) any parts or 
components of the Licensed Technology used in combination with other technology, . 
(c) The following main licences, permits and authorisations : 
71. The following is a list of all licenses current ly used by the Target to exploit the 
Licensed Technology:  
(i) Service Licences.  […]; 
(ii) Application Licences. […]; 
(iii) Infrastructure Licences. […]:  
(a) Database: […];  
(b) Operating Systems: […]. 
72. For completeness, a number of other paid and Open -Source tools are used by the 
Target (e.g. for network, file transfer, etc.), but these are standard commodity services 
that would typically be provided by a security outsourcer provider, such as […].   
(d) the following main contracts, agreements, leases, commitments and 
understandings  
73. None.  
(e) the following customer, credit and other records : 
74. No customer, credit or other records will be included within the Assets.  
(f) the following personnel : 
75. The Key Perso nnel will be transferred to the Remedy Taker as part of the Assets, 
subject to their consent. The Parties shall use their best efforts to the extent permitted 
by law, to obtain such consent and to facilitate the transfer to the Remedy  Taker  of 
Key Personne l on the basis set out below (the Key Personnel Transfer  
Commitment ): 
(a) The Parties have identif ied the Key Personnel as  set out in Table 1 below :  
  
 
57 
  
Table 1: Key Personne l 
 
Area of business  Role  Number of 
employed staff  
(Group A  
Key 
Personnel)  Number of 
outsourced  
(Group B Key 
Personnel)7 
Business  […] […]  
 […] […]  
 […] […]  
Tech Application  […] […]  
 […] […]  
 […] […] […] 
 […] […] […] 
 […] […] […] 
Tech Managed 
Services  […] […]  
 […] […]  
 […] […]  
 […] […]  
 […] […]  
 […] […]  
 […] […]  
                                                 
7  As listed in Annex 4 to the Schedule  
 
58 
  
The  Remedy Taker may recruit Target employees to make up the composition 
of Group A Key Personnel from among the identified staff in Table 2 below 
("Identified Staff"):  
 Table 2: Identified Staff  
Area of business  Role  Number of 
employed staff 8 
Business  […] […] 
 […] […] 
 […] […] 
Tech Application  […] […] 
 […] […] 
 […] […] 
 […] […] 
 […] […] 
Tech Managed 
Services  […] […]9 
 […] […] 
 […] […] 
 […] […] 
 […] […] 
 […] […] 
 […] […] 
 
                                                 
8  As listed in Annex 4 to the Schedule  
9   […]. 
 
59 
 Group A Key P ersonnel  
(b) The following provisions shall apply to the recruitment by the Remedy 
Taker of Group A Key Personnel  from among the Identified Staff .  The 
Parties shall provide relevant contact details for the Identified Staff to 
the Remedy  Taker  or otherwise make the Identified Staff available to 
the Remedy  Taker for interview subject to compliance with applicable 
laws.   
(c) The Parties shall promptly facilitate interviews between the Identified 
Staff  and the Remedy  Taker , and the Parties shall encourage the 
Identified Staff from participating in such intervie ws, and shall not 
interfere in employment negotiations between the Identified Staff and 
the Remedy  Taker . 
(d)  The Remedy Taker shall recruit such members of the Identified Staff 
as are required to make up the composition of Group A Key Personnel 
as listed in Table 1 above.    To the extent that (i) the Remedy  Taker  is 
not able to identify and recruit a Key Personnel member from amongst 
the Identified Staff , or for such other Role that it considers reasonably 
necessary in order to compete effectively using the Assets ; or (ii) the 
Remedy Taker reasonably considers, an d the Monitoring Trustee 
agrees after reviewing the Remedy Taker's written explanation and 
consulting with the Parties, that the number and/or roles of the Key 
Personnel listed in Table 1 are insufficient to enable the Remedy Taker 
to compete effectively u sing the Assets in the market for the provision 
of A2A CIS services in the EEA, then the Parties shall promptly put 
forward a reasonable proposal to the Monitoring Trustee and the 
Commission identifying such further staff within their respective 
businesses  as would be relevant to the business need identified by the 
Remedy  Taker  (and should identify to the Monitoring Trustee and the 
Commission that the replacement  or addition, as the case may be,  is 
well suited to carry out the functions required by the Rem edy Taker ), 
and this paragraph shall apply mutatis mutandis  with respect to such 
further relevant staff, or any alternative solution suitable to the 
Monitoring Trustee and the Commission.  
(e)  Subject to the provisions of sub -paragraph (d), w ith respect to  each 
such Identified Staff member who receives an offer of employment 
from the Remedy  Taker  (conditional on or following the Closing) (an 
Employee Receiving an Offer ), the Parties shall do the following: (i) 
not prevent, prohibit or restrict such Employee  Receiving an Offer 
from being employed by the Remedy  Taker , and shall not offer any 
incentive to such Employee Receiving an Offer to decline employment 
with the Remedy  Taker ; if the Employee Receiving an Offer accepts 
such offer of employment with the Rem edy Taker , the Parties shall 
cooperate with the Remedy  Taker  in effecting the transfer of such 
Employee Receiving an Offer to the employment of the Remedy  
Taker , and the Parties shall waive or amend the relevant provisions of 
such Employee Receiving an Off er’s agreements, stock options and 
other employee benefit arrangements so that they do not suffer adverse 
 
60 
 consequences as a result of their negotiations with, or acceptance of an 
offer from, the Remedy  Taker . 
(f)  The Parties shall, at their own cost, put in place an incentivisation 
scheme to be agreed promptly with the Monitoring Trustee and on the 
basis of industry practice in order to incentivise the Key Personnel 
identified above (and any other employees identified pursuant to sub -
paragraph (c)) that ha ve received   offers of employment from the 
Remedy  Taker  to accept such offers. In addition the Parties will work 
loyally with the Remedy  Taker  to identify relevant incentive schemes 
for the Remedy  Taker  to consider when offering employment.  
(g)  Each of t he Parties undertakes, subject to customary limitations, that in 
relation to Key Personnel that are hired by the Remedy  Taker  pursuant 
to this paragraph, that it will not solicit, and will procure that its 
Affiliated Undertakings will not solicit, such emp loyees for a period of 
[…] after Closing or after the date of termination of employment of 
such employee by the Parties (as applicable).  
Group B  
The Parties shall use reasonable best efforts to facilitate negotiations between 
the outsourced service provide rs providing the Group B Key Personnel and the 
Remedy  Taker , in order to procure outsourcing agreements on no less 
favourable terms than the existing outsourcing agreements such that the 
Remedy  Taker  shall continue to have access to the Group B Key Personnel.   
Consultancy  
76. The Parties shall provide consultancy services  under the Consultancy Agreement, as 
described further in sub -paragraph (g) below  unless the Remedy  Taker  demonstrates 
that it does not need those in whole, or in part, in order to in order to compete 
effectively in the market for A2A CIS services in th e EEA on the basis of the 
Commi tments .  The Consultancy Agreement, to be approved by the Commission, will 
not include the imposition of an employee non -solicit obligation on the Remedy  Taker 
who will be entitled to interview and offer employment to such employees at any 
time.  
(g) the arrangements for the supply with the following products or services by the 
Parties or Affiliated Undertakings for a transitional period of up to […] after 
Closing: 
77. Consultancy Services shall be made available, within the […] transitional period for 
up to a total number of hours as may be agreed between the Parties and the 
Monitoring Trustee in order to ensure that the Remedy  Taker  can compete effectively 
in the  market for A2A CIS services.  
78. The Parties shall put in place strict firewall procedures  to prevent any exchange of 
competitively sensitive information between the Remedy  Taker  and either of the 
Parties by virtue of the services provided as part of the Cons ultancy Agreement  or the 
TSSAs . 

 
62 
 professional services as provided under the transitional services agreement 
between Nets and the Target) for a period of up to […]. 
80. The Assets shall not include:  
Customer contracts, accounts or pricing; existing operations and op erational assets; 
hardware or software acquired by the Parties on the open market; trademarks, service 
marks or brands or any licenses thereto (including without limitation any rights to use 
the names "Nets", or "Mastercard" alone or in connection with any  of the Assets); any 
IP rights or customer contracts relating to other product offerings, platforms or 
delivery mechanisms of the Parties; land and buildings; goodwill;; any obligation to 
support or maintain any software or other IP transferred to the Reme dy Taker  except 
as set forth herein or in the TSSAs  
  
 
63 
 ANNEX 1  
Target Contractual Commitments  
[…]  
 
64 
 ANNEX 2  
Committed Updates (Confidential)  
[…]  
 
65 
  
ANNEX 3  
Non-Committed Updates (Confidential)  
[…] 
 
 
  
 
66 
 ANNEX 4 
Details of (i) Identified Staff for potential  recruitment as Group A Key Employees and  
(ii) Group B Key Employees  (Confidential)  
[…]