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,  08.03.2021  
C(2021 ) 1637 final  
PUBLIC VERSION  
 
Nexi S.p.A.  
Corso Sempione, 55  
20149 Milan  
Italy 
Subject : Case M. 10075 – Nexi/Nets  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 1 February 2021 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Nexi SpA 
(“Nexi”, Italy or the “Notifying Party”) intends to acquire within the meaning of 
Article 3(1)(b) of the Merger Regulation sole control over Nets A/S, Denmark , and 
the Concardis Payment Group, Germany (together “Nets”).  Together, Nexi and Nets 
are referred to below as the “Parties”.  
                                                 
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 intro duced 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’).  
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information omitted has been replaced by 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 1. THE  PARTIE S  
(2) Nexi provides payment services for merchants, cardholders and banks, such as 
merchant acquiring services, the provision of point of sale  (“POS”) terminals and 
related services, smart payment cards, automated cash handling, clearing services for 
payments and digital corporate services. Nexi is jointly controlled by Advent 
International Corporation (“Advent” , USA ) and Bain Capital Investors LLC (“Ba in 
Capital” , USA ).  
(3) Nets provides, among other product and services, merchant acquiring services, POS 
terminals and enabled payment gateways, card processing services, and smart 
payment cards.  Nets is currently solely controlled by funds managed by Hellma n & 
Friedman LLC ( “Hellman & Friedman”, USA).  
2. THE  OPE RATION  
(4) The proposed concentration will be structured as follows. Nets TopCo 2, an entity 
controlling Nets will be merged with and into Nexi, which will continue as the 
surviving entity (the “Transaction ”). Nexi will continue to be controlled by Advent 
and Bain Capital, whereas funds managed by Hellman  & Friedman will only acquire 
a non -controlling minority shareholding in Nexi .  
(5) As a result, Nexi will acquire sole control over Nets. The Transaction const itutes a 
concentration within the meaning of Article 3(1)(b) of the Merger Regulation.  
3. UNION  DIME NSION  
(6) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million (Nexi:3 EUR [BUSINESS SECRET – FINANCIAL 
INFORMATION ]; Nets: EUR 1 019 million). Each of them has an EU -wide 
turnover in excess of EUR 250 million (Nexi: EUR [BUSINESS SECRET – 
FINANCIAL INFORMATION ]; Nets: EUR [BUSINESS SECRET – FINANCIAL 
INFORMATION ]). None of the two Parties achieve more than two -thirds of their 
aggregate EU -wide turnover in one and the same Member State.  
(7) The notified operation therefore has an EU dimension pursuant to Article 1(2) of the 
Merger Regulation.  
4. RE LE VANT MARKE TS  
4.1. Introduc tion and the Parties’ activities  
(8) The Parties are both active in the provision of financial products and services, 
primarily in Europe, although with a different geographic footprint. While Nexi’s 
activities are focused on Italy, where the company generate d over [90-100]% of its 
                                                 
3  Including Advent and B ain Capital.  
 
3 worldwide turnover  in 2019 and in 2020 , Nets is mainly active in the Nordic region ,4 
Germany, and Central and Eastern Europe.   
(9) The Parties’ activities overlap in card payment services, as well as in the 
manufactur e and supply of  personalised  smart payment cards.  
4.1.1.  Card Payment Systems  
(10) Card payment systems allow a cardholder to use a payment card, such as a debit or a 
credit card, to pay for products or services. Through these systems, the merchants are 
connected with financial insti tutions, namely the ba nk issuing the card and the bank 
endorsing the cashless payment to the benefit of the merchant , to execute the entire 
transaction from the moment of payment until the merchant’s account is credited.  
(11) The Parties  are both active in the following services  related to card payment systems : 
(a) Merchant acquiring:  a set of services that enable merchants to accept 
payment cards at their physical POS or online, and receive the funds from 
card payments.  
(b) Acquiring processing:  technical services  relating  to card-based transaction s 
on the merchant side, which involve  in particular  the routing of payments 
towards the issuer processor.  
(c) The provision and management of POS terminals:  POS terminals are physical 
devices, namely card readers in which a pay ment card is introduced when 
making a payment transaction in -store, which are often provided by financial 
companies alongside  related services including  the management of a terminal 
or terminal fleet .  
4.1.2.  Smart Payment Card Manufacture , Supply  and Personalisa tion  
(12) Smart payment  cards are cards with embedded microprocessor chips.5  They are 
purchased by banks for use by the end -customer. These cards are first manufactured 
in a non-personalised format (i.e., only having the logo of the bank and/or the 
payment card brand). The cards are subsequently personalised, i.e., by stamping the 
name and account number of the cardholder and by loading his/her electronic data 
onto the chip.   
(13) Nexi does not manufacture smart payment cards  but offers personalisation services 
for smart payment cards  in Italy .   
(14) Nets does not manufacture smart payment cards. Nets only has limited presence in 
personalisation services in the EEA , operat ing one personalisation facility in Zagreb, 
Croatia , from which it provides personalisation serv ices for smart payment cards in 
Croatia, Hungary, Slovakia, Slovenia, and Romania. Nets acquired this facility in 
2016 when it acquired Intesa Sanpaolo Card d.o.o . (Intesa San paolo (“ISP”) Group’s 
                                                 
4  For the purposes of this decision, the Nordic region includes Denmark, Finland, Norway, and Sweden.  
5  These cards are called “smart” to be distinguished from traditional payment cards which used to have a 
magnetic stripe (and no microprocessor chip). Magnetic stripe technology is today deemed “ obsolete ” (see 
Commission decision of 19 April 2017, Advent International/Morpho , Case M.8258, paragraph 21).  
 
4 in-house personali sation services provider).6 According to the Notifying Party, 
[BUSINESS SECRET – STRATEGIC DECISION ].7  Nets’ activities  in smart card 
personalisation  focus [BUSINESS SECRET – STRATEGIC DECISION .   
(15) IDEMIA , a portfolio company solely controlled by Advent (which jointly controls 
Nexi alongside Bain  Capital ) manufactures (non -personalis ed) smart payment cards 
that it offers worldwide and also offers personalisation services  in several countries 
in the EEA .  
4.2. Market Definitions  
4.2.1.  Merchant acquiring  
4.2.1.1.  Product market definition  
(A) The Commission’s precedents  
(16) The Commission has previously considered a relevant product market for merchant 
acquiring services.  T he Commission assessed whether the merchant acquiring 
market could be further subdivided on the basis of: (i) types of paymen t card 
schemes (international or domestic) ; (ii) payment card brands (e.g. , Visa or 
Mastercard) ; (iii) type of payment card (debit or credit) ; (iv) physical payment via a 
POS terminal (“POS merchant acquiring”) or web -based payment (“e -commerce 
merchant acquiring”) ; and (v) wholesale merchant acquiring (to banks) and retail 
merchant acquiring (to merchants)  in Italy .8  
(17) In Worldline/Ingenico , the Commission found that POS merchant acquiring and e -
commerce merchant acquiring constitute separate product mark ets.  The question 
whether the market for POS merchant acquiring services should be sub -segmented 
further was left open.9  In Nexi/ISP , the Commission found that separate product 
markets for wholesale and retail merchant acquiring are appropriate for Italy .10   
(B) The Notifying Party’s view  
(18) The Notifying Party agrees that retail merchant acquiring and wholesale merchant 
acquiring belong to separate product markets  in Italy . The Notifying Party considers 
that further segmentation s of the retail merchant acquiri ng activity  are no longer 
relevant in light of the evolution of the market and the high degree of substitutability 
                                                 
6  Reply to RFI 2, question 2.  
7  Form CO, Annex 23, paragraph 3.  
8  See Cases COMP/M.9776 - Worldline/Ingenico , decision of 30.9.2020, paragraphs 15 et seq; 
COMP/M.9759 - Nexi/Intesa Sanpaolo (Merchant Acquiring Business) , decision of 26.6.2020, paragraphs 
35 et seq; COMP/M.7873 - Worldline/Equens/Paysquare , decision of 20 .4.2016, paragraphs 19 et seq; 
COMP/M.7241 - Advent International/Bain Capital Investors/Nets Holding , decision of 8.7.2014, 
paragraphs 12 et seq; COMP/M.7711 - Advent International/Bain Capital/ICBPI , decision of 17.9.2015, 
paragraphs 23 et seq; COMP/M.69 56 - Telefonica/Caixabank/Banco Santander , 14.8.2013, paragraph 46; 
and COMP/M.5241 - American Express/Fortis/Alpha Card , decision of 3.10.2008, paragraphs 28 et seq.  
9  See, for example, Case COMP/M.9776 - Worldline/Ingenico , decision of 30.9.2020, paragr aph 36.  
10  See Case COMP/M.9759 - Nexi/Intesa Sanpaolo (Merchant Acquiring Business) , decision of 26.6.2020, 
paragraph 27 . 
 
5 between payment card schemes, card brands, card types, and the blurring of the 
distinction between POS and e -commerce merchant acquiring .11 
(C) The Commission’s assessment  
(19) In the present case, there is no reason to depart from the recent decisional practice 
described above. Therefore, the Commission considers that, for the purposes of this 
decision,  (i) separate relevant markets exist for wholesale and retail merchant 
acquiring in Italy ;12 (ii) separate relevant markets exist for  POS merchant acquiring 
and e -commerce merchant acquiring ;13 and (iii) it can be left open whether any 
additional segmentations are relevant  for POS merchant acquirin g. Ultimately , the 
market segmentation does not materially affect the Commission’s assessment of the 
Transaction  in relation to merchant acquiring .  
4.2.1.2.  Geographic market definition  
(A) The Commission’s precedents  
(20) In Worldline/Ingenico , the Commissi on considered  that (i) the market for the 
provision of POS merchant acquiring services (and its possible sub -segmentations 
regarding credit/debit cards, card brands, and international/domestic card network 
schemes) is national in scope and (ii) the market for the provi sion of e -commerce 
merchant acquiring services is at least EEA -wide in scope .14  In Nexi/ISP , the 
Commission considered the distinction between wholesale and retail merchant 
acquiring as being relevant to Italy but eventually left open the question whether the 
geographic scope of this market is national or EEA -wide.15     
(B) The Notifying Party’s view  
(21) The Notifying Party considers that the geographic market  for merchant acquiring , 
including for POS merchant acquiring,  is wider than national in particular due to  (i) 
the EU legislation which harmonises the European payments landscape, such as the 
Second Payment Service Directive (“PSD2”),16 the Interchange Fees Regulation,17 
and the  creation of a  Single Euro Payments Area (“SEPA”)18 and (ii) technological 
changes, including the introduction of mobile wallets .19 
                                                 
11  Form CO, paragraphs 107 et seq.  
12  Nets is not active in wholesale merchant acquiring services and this market is not further dis cussed in the 
remainder of the decision.  
13  As the market for e -commerce merchant acquiring is not affected, all merchant acquiring markets assessed 
in this decision refer to POS merchant acquiring.  
14  See Cases COMP/M.9776 - Worldline/Ingenico , decision  of 30.9.2020, paragraph 48.  
15  See Case COMP/M.9759 - Nexi/Intesa Sanpaolo (Merchant Acquiring Business) , decision of 26.6.2020, 
paragraphs 50 et seq.  
16  Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on 
payment services in the internal market, OJ L 337, 23.12.2015, p. 35.  
17  Regulation (EU) 2015/751 of the European Parliament and of the Council of 29 April 2015 on interchange 
fees for card -based payment transactions, OJ L 123, 19.05.2015, p. 1.  
18  Regulation (EU) 260/2012 of the European Parliament and of the Council of 14  March 2012 establishing 
technical and business requirements for credit transfers and direc t debits in euro, OJ L 94, 30.03.2012, p. 
22.  
19  Form CO, paragraphs 115 et seq.  
 
6 (C) The Commission’s assessment  
(22) In the present case, there is no reason to depart from the decisional practice 
described above. Therefore, the Commission considers  that, for the purposes of this 
decision , the mar ket for POS merchant acquiring (and its possible sub -segments) is 
national in scope, whereas the market for e-commerce merchant acquiring services is 
at least EEA -wide in scope.  For the purposes of this decision, the Commission also 
assesses the market fo r retail POS merchant acquiring in Italy.20  
4.2.2.  Acquiring processing  
4.2.2.1.  Product market definition  
(A) The Commission’s precedents  
(23) The Commission previously considered a distinct market for card processing and 
within that market discussed the existence of separate markets for acquiring 
processing services and issuing processing services .21  
(24) Within acquiring processing, the Commission discussed  the possib ility to segment 
the market based on (i) the payment card scheme (domestic/international) and (ii) the 
platform, distinguishing between physical POS terminals and web -enabled interfaces 
(e-commerce). The exact market definition was ultimately left open.22  
(25) In a recent decision, the Commission considered that acquiring processing is a 
separate product market and that n o further segmentation is appropriate.23 
(B) The Notifying Party’s view  
(26) The Notifying Party agree s that card processing should be segmented between 
acquiring processing and issuing processing, in particular because each activity takes 
place through different platforms and are aimed at different customers.  The 
Notifying Party considers that it would not  be appropriate to make a distinction 
between POS and e -commerce transactions in acquiring processing.24  
(C) The Commission’s assessment  
(27) In the present case, the Commissions considers that there is no reason to depart from 
its most recent decisional practice described above. Therefore, the Commission 
considers that, for the purposes of this decision, acquiring processing is a separate 
product market and that no further segmentation is necessary .  
                                                 
20  An EEA -wide market for retail POS merchant acquiring services would not be affected by the proposed 
Transaction and is not discussed in the remainder of the decision.  
21  See Cases COMP/M.9452 - Global Payments/TSYS , decision of 16.9.2019, paragraphs 17 -25; 
COMP/M.7873 - Worldline/Equens/PaySquare , decision of 20.4.2016, paragraphs 33 -37; and M.7241 - 
Advent International/Bain Capital Investors/Nets Holding , decision of 8. 7.2014, paragraph 31 -36. 
22 See Cases COMP/M.8073 - Advent International/Bain Capital/Setefi Services/Intesa Sanpaolo Card , 
decision of 10.8.2016, paragraphs 22 -27; and COMP/M.7241 - Advent International/Bain Capital 
Investors/Nets Holding , decision of 8.7. 2014, paragraph 36.  
23  See Case COMP/M.9776 - Worldline/Ingenico , decision of 30.9.2020, paragraph 87.  
24  Form CO, paragraphs 154 et seq.  
 
7 4.2.2.2.   Geographic market definition  
(A) The Commission’s precedents  
(28) In its decisional practice, the Commission ha d previously left open whether the 
provision of payment card processing services , in general, and of acquiring 
processing services, in particular, is national or EEA -wide in scope.25 In a recent 
decision, however, the Commission found that the market for acquiring processing 
services should be considered as EEA -wide in scope.26 
(B) The Notifying Party’s view  
(29) The Notifying Party considers that payment card processing, including acquiring 
processing, is at least EEA -wide i n scope, in particular due to the increasing ly pan-
European nature of players and regulatory evolutions including PSD2 and  the 
creation of  SEPA, which led to  more  standardisation.27 
(C) The Commission’s assessment  
(30) In the present case, the Commission considers that, for the purposes of this decision,  
it can be left open whether  the market for acquiring processing services should be 
considered as national or EEA-wide in scope .  
4.2.3.  Provision and management of POS terminals  
4.2.3.1.  Product market definition  
(A) The Commission’s precedents  
(31) In its decisional practice, the Commission had defined a market for the provision of 
POS terminals and related services as a market separate from the market for 
merchant acquiring services. The Commission considered whether the  market for the 
provision of POS terminals should be further subdivided by type of POS terminal 
(traditional POS t erminals, mPOS28 or smartPOS terminals) or based on customer 
size. Ultimately, the Commission left the precise definition  open.29 In a recent 
decision, the Commission distinguished (i) the manufacture and supply of POS 
terminals from (ii) the provision and management of POS terminals , and considered 
that a segmentation based customer size or on type of POS terminal was not 
necessary  for the provis ion and management of POS terminals .30  
                                                 
25  See COMP/M.9452 - Global Payments/TSYS , decision of 16.09.2019, paragraphs 28 -29; COMP/M.7873 - 
Worldline/Equens/P aySquare , decision of 20.04.2016, paragraphs 112 -114; and M.7241 - Advent 
International/Bain Capital Investors/Nets Holding , decision of 8.07.2014, paragraphs 37 -41. 
26  See Case COMP/M.9776 - Worldline/Ingenico , decision of 30.9.2020, paragraph 92.  
27  Form  CO, paragraphs 162 et seq.  
28  mPOS card readers connect to the merchant’s smartphone or tablet via Bluetooth and an app on that 
smartphone or tablet then connects to the merchant acquirer.  See Cases COMP/M.9357 - FIS/WorldPay , 
decision of 5.7.2019, para graph 28.  Smart POS are devices equipped with a touch screen that is easily 
programmable and based on operating systems such as Android or iOS. This device combines the 
functionality of a smartphone with a payment device.  
29  See Cases COMP/M.9357 - FIS/W orldPay , decision of 5.7.2019, paragraphs 36 -38; and COMP/M.9387 – 
Allied Irish Banks/First Data Corporation/Semeral, decision of 23.10.2019, paragraphs 11 -15. 
30  See Case COMP/M.9776 - Worldline/Ingenico , decision of 30.9.2020, paragraph 64.  
 
8 (B) The Notifying Party’s view  
(32) The Notifying Party considers that the provision of POS terminals and related 
services forms part of a larger market for the provision of payment acceptance 
solutions which encompasses POS terminals and payment gateways/web -enabled 
interfaces.31  
(C) The Commission’s assessment  
(33) In the present case, there is no reason to depart from the decisional practice 
described above. Therefore, the Commission considers  that, for the purposes of this 
decision, the relevant market is the provision and management of POS terminals  
which does not need to be further segmented .32  
4.2.3.2.   Geographic market definition  
(A) The Commission’s precedents  
(34) In its previous decisions, the Commission c onsidered that the geographic market 
definition for the provision and management of POS terminals is likely national in 
scope.33 
(B) The Notifying Party’s view  
(35) The Notifying Party considers that the market for the provision of POS terminals and 
related services is likely EEA -wide in scope, due to the lack of barriers to entry 
across countries  and for all the reasons set out in S ection 4.2.1.2(B)  above regarding 
merchant acquiring.34  
(C) The Commission’s assessment  
(36) In the present case, there is no reason to depart from the decisional practice 
described above. Therefore, the Commission considers that, for the purposes of this 
decision, the market for t he provision and management of POS terminals should be 
considered as national in scope .   
                                                 
31  Form CO, paragraphs 123 et seq.  
32  Neither Nexi nor Nets are active in the manufacturing and supply of POS terminals.  
33  See Cases COMP/M.9776 - Worldline/Ingenico , decision of 30.9.2020, paragraphs 65 -73; COMP/M.9387 
– Allied Irish Banks/First Data Corp oration/Semeral, decision of 23.10.2019, paragraphs 16 -18; 
COMP/M.9357 - FIS/WorldPay , decision of 5.07.2019, paragraphs 39 -41; and COMP/M.7873 - 
Worldline/Equens/PaySquare , decision of 20.04.2016, paragraphs 128 -134. 
34  Form CO, paragraphs 133 et seq.  
 
9 4.2.4.  Smart payment cards  
4.2.4.1.  Product market definition  
(A) The Commission’s precedents  
(37) Smart payment cards used by financial institutions embed microprocessor chips that 
store and protect cardholders’ data and provide embedded security features not available 
with traditional magnetic stripe cards.35  
(38) The Com mission previously found that the market for the manufacture  and supply of 
smart payment c ards to financial institutions is separate fr om the overall market for 
secure plastic cards.36 
(39) In Advent International/Morpho ,37 the Commission observed that most banks source 
non-personali sed cards and card personali sation services from the same supplier.  Thus, 
the Commission considered a relevant product market that includes both the 
manufacture  and supply  of non -personalis ed smart payment cards and their 
personalis ation.38  Nonetheless, the Commission also highlighted the differences 
between these two services.  The Commission ultimately l eft open whether the smart 
payment card market can be segmented into the (i) manufacture  and supply  of non -
personalised smart payment cards and (ii) personalis ation of smart payment cards.  
(B) The Notifying Party’s view  
(40) The Notifying Party considers  that the re is one single relevant market including the 
manufacture /supply  and personalisation of smart payment cards.  The Notifying 
Party add s that it is not necessary to distinguish between the manufacture and supply 
of non -personalised smart payment cards and t he personalisation of these cards.  
According to the Notifying Party, this is the case because (i) all major manufacturers 
of non -personalised smart payment cards  (i.e. Thales, G+ D, IDEMIA , and 
AustriaCard)  also offer personalisation services and (ii) issu ers typically procure 
both card manufacturing and card personalisation from the same provider.39  
(41) In any event, the Notifying Party submit s that the relevant product market definition 
for smart payment card manufacture /supply  and personalisation can be left open, as 
the Transaction does not raise competition concerns under any plausible market 
definition (i.e., one single market including both manufacture /supply and 
personalisation or separate markets for each of manufacture /supply and 
personalisation of smart payment cards).  
(C) The Commission’s assessment  
(42) The results of the Commission’s market investigations did not confirm the Notifying 
Party’s arguments.  On the contrary, the Commission notes th at:  
                                                 
35  Commission decision of 19 April 2017, Advent International/Morpho , Case M.8258, paragraph 15.  
36  See Commission decision of 19 May 2006, Axalto/GemPlus , M.3998, paragraph 17 and Commission 
decision of 19 April 2017, Advent International/Morpho , Case M.82 58, paragraphs 15 -20.   
37  This concerns that transaction that led to the creation of IDEMIA.  
38  Commission decision of 19 April 2017, Advent International/Morpho , Case M.8258, paragraphs 20, 21, 
and 25.  
39  Form CO, paragraph 141.   
 
10 (a) Most customers indicated t hat they do not source non -personalised smart 
payment cards from the same company they use for card personalisation;40  
(b) Customers  do take into account different considerations when selecting a 
supplier of non-personalised smart payment cards and when choosi ng the 
provider of personalisation services.  As one competitor put s it, “[c] ustomers 
require fast turnaround, quick delivery of personalized cards (one or two 
working days maximum) at reasonable delivery costs... card manufacturers 
are not bound by strict  delivery schedules and can ship cards across 
countries ”.41  
(c) There are several  market  players who only offer personalisation services 
(including OTP, Global Payments, and Euro -P3C).  In the market 
investigation, these players indicated that it would be impo ssible or very hard 
to start manufacturing non -personalised cards.42  Nexi and Nets also offer 
personalisation services only.   
(d) As the Notifying Party stated, there are several market players that 
manufacture non -personalised cards and also offer personalis ation services  
(e.g. G+D, AustriaCard, and Thales  as well as IDEMIA ).  However, the 
Commission considers that this does not mean in itself that the 
manufacture /supply  and personalisation of smart payment cards belong to the 
same market.  Rather, all of these players manufacture certain volumes of 
non-personalis ed cards which are made available to other companies for 
personalisation .  Moreover, many of these market play ers have separate 
facilities for the manufacture and for the personalisation of cards.43  
(43) In light of the above, for the purposes of this decision, the Commission considers 
that there are separate relevant product markets for the (i) manufacture and supply of 
non-personalised smart payment cards and (ii) personalisation of smart payment 
cards.  
4.2.4.2.  Geographic market definition  
(A) The Commission’s precedents  
(44) In Advent International/Morpho , the Commission found that a plausible market for 
manufacture  and supply  of non -personalis ed cards is broader than national, namely 
EEA-wide or even global in scope.  Moreover, in that decision , the Commission 
noted that a plausible market for smart card personalis ation is likely national or 
possibly regional in scope (e.g., f or EEA countries lacking  domestic card schemes).  
The reason is that once personalis ed, smart payment cards need to be delivered 
within days to the end -customer and thus cannot be shipped from far away.44  The 
                                                 
40  Questionnaire Q2 to smart payment cards customers, question 6.  
41  Notes from call with competitor, 27 January 2021, paragraphs 6 and 9.  
42  Questionnaire Q1 to smart payment cards competitors, question 4.  
43  Questionnaire Q1 to smart payment cards compet itors, question 3.  
44  Commission decision of 19 April 2017, Advent International/Morpho , Case M.8258, paragraphs 43 -46.  
 
11 Commission ultimately left open whether the rel evant market for personalisation of 
smart payment cards is (i) EEA -wide or (ii) national in scope.45 
(B) The Notifying Party’s view  
(45) The Notifying Party considers  that the relevant market for manufacture  and supply  
of non -personalised smart payment cards  is at least EEA -wide in scope.  The 
Notifying Party indicates that: (i) there are no material technological differences in 
the smart payment cards supplied across the EEA; (ii) several manufacturers of non -
personalised cards manufacture in one or two faci lities and ship the cards across the 
EEA; and (iii) large customers tend to purchase cards at group level to achieve the 
best possible terms.46 
(46) The Notifying Party also suggest s that the relevant market for personalisation 
services regarding smart payment c ards is also EEA -wide in scope  or at least 
regional (within the EEA) .47  The Notifying Party submit s that while transportation 
costs and time to market play a key role for smart payment card personalisation 
services , this does not mean that the supplier nee ds to be present in the same country 
as the customer.  According to the Notifying Party, several players offer services to 
customers in one EEA country, while their personalisation centre is based in a 
neighbouring country (e.g., Nets, Thales, AustriaCard,  and Global Payments).  
(C) The Commission’s assessment  
(47) Regarding the manufacture  and supply  of non -personalised smart payment cards, the 
results of the market investigation confirm the arguments of the Notifying Party.  
The Commission notes the following:  
(a) The majority of customers indicated that they source non -personalis ed smart 
payment cards through competitive bidding processes at EEA -level or 
through bilateral agreements at EEA -level.48  
(b) The same global players (i.e., Thales, G+ D, IDEMIA, and AustriaCard)  are 
active in several EEA Member States offering non -personalised smart 
payment cards.  All of them supply customers across the EEA, while they 
have manufacturing facilities only in a sub -set of EEA countries.  For 
example, G+D  offers non -personalised sma rt payment cards across the EEA 
(and beyond) operating one facility in Spain .49  AustriaCard offers non -
personalised smart payment cards across the EEA (and beyond) operating 
three facilities, one in Austria, one in Romania, and one in Andorra.50  
                                                 
45  Commission decision of 19 April 2017, Advent International/Morpho , Case M.8258, paragraph 47.  
46  Form CO, paragraph 148.  
47  Form CO, paragraphs 146 -147.  
48  Questionnaire Q2 to smart payment cards customers, question 15.  
49  Questionnaire Q1 to smart payment cards competitors, question 5.   
50  Questionnaire Q1 to smart payment cards competitors, question 5.  
 
12 (c) As one competitor put it, “[t] he conditions of competition for card 
manufacture and supply are fairly similar across the EEA but the relative 
strength of each competitor varies from country to country... ”.51  
(48) The market investigation was inconclusive regarding the  geographic scope of the 
relevant market for smart payment card personalisation service s (namely, whether it 
is national or regional):  
(a) On the one hand, to comply with the strict time requirements of smart 
payment card personalisation, several suppliers of fer these services from 
centres  that are located in the same country as the customer.  According to 
one competitor, “ [w]hen replacing lost/stolen cards,  or for new cards,  the 
personalization center needs to personalize and ship the card the same or the 
next day after receiving the bank’s request for replacement. The card is 
generally  shippe d directly to the card holder.  Given these same -day or next -
day delivery requirements ..., personalization services are often provided from 
centers located in the country  of the customer.   This is the general rule for all 
big countries. ”52  In the market investigation, the  majority of  responding  
competitors stated that “ the conditions of competition that [they] face differ 
among the various EEA countries”.53  
(b) On the other hand, for customers based in smaller countries, personalisation 
services can also be provided from neighbouring countries.54  This is the case 
in Central and Eastern Europe.  For example, Nets serves customers in 
Croatia, Hungary, Romania, and Slovakia through its personalisation centre  
in Croatia .  AustriaCard offers services to customers in Czechia, Slovenia 
and Slovakia through its personalisation centre  in Austria.55  
(49) In light of the above, for the purposes of this decision, the Commission co nsiders 
that the relevant market for the manufacture and supply of non -personalised smart 
payment cards is at least EEA -wide in scope.  The exact geographic scope of the 
market for smart payment card personalisation services can be left open, since the 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market even on the basis of the narrowest plausible geographic market 
definition, i.e., at national level.  
5. LE GAL FRAME WORK  
(50) Under Articles 2(2) and 2(3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
                                                 
51  Questionnaire Q1 to smart payment cards competitors, question 6.1.  
52  Notes from call with competitor, 26 January 2021, paragraphs 9 -10. 
53  Questionnaire Q1 to smart payment cards competitors, question 7.  
54  Questionnaire Q1 to smart payment cards competitors, question 7 .2.  
55  Notes from call with competitor, 27 January 2021, paragraph 7.   
 
13 5.1. Hori zontal mergers  
(51) A merger can entail horizontal effects. In this respect, the Commission Guidelines on 
the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (“the Horizontal Merger Guidelines ”)56 
distinguish between two main ways in which mergers between actual or potential 
competitors on the same relevant market may significantly impede effective 
competition, namely (a) by eliminating important competitive constraints on one or 
more firms, whi ch consequently would have increased market power, without 
resorting to coordinated behaviour (non -coordinated effects); and (b) by changing 
the nature of competition in such a way that firms that previously were not 
coordinating their behaviour are now si gnificantly more likely to coordinate and 
raise prices or otherwise harm effective competition   (coordinated effects).57 
5.2. Non-horizontal mergers  
(52) In addition, a merger can also entail non -horizontal effects when it involves 
companies operating at different l evels of the same supply chain or in closely related 
markets. Pursuant to the Commission Guidelines on the assessment of non -
horizontal mergers under the Council Regulation on the control of concentrations 
between undertakings (the “Non -Horizontal Merger G uidelines”)58, non -horizontal 
mergers do not entail the loss of direct competition between merging firms in the 
same relevant market and provide scope for efficiencies. However, there are 
circumstances in which non -horizontal mergers may significantly imped e effective 
competition. This is in particular the case if they give rise to foreclosure.59 In the 
assessment of non -horizontal mergers, the Commission distinguishes between two 
broad types of such mergers: vertical mergers and conglomerate mergers.  
(53) Vertica l mergers involve companies operating at different levels of the supply chain. 
For example, when a manufacturer of a certain product (the ‘upstream firm’) merges 
with one of its distributors (the ‘downstream firm’), this is called a vertical merger.  
(54) Conglo merate mergers are mergers between firms that are in a relationship that is 
neither horizontal (as competitors in the same relevant market) nor vertical (as 
suppliers or customers). In practice, the Commission focusses on mergers between 
companies that are  active in closely related markets (e.g. mergers involving suppliers 
of complementary products or products that belong to the same product range). In 
assessing potential vertical effects  of a merger, the Commission analyses whether a 
merger results in fore closure so that actual or potential rivals' access to supplies or 
markets is hampered or eliminated as a result of the merger, thereby reducing these 
companies' ability and/or incentive to compete. Such foreclosure may discourage 
entry or expansion of riva ls or encourage their exit. Foreclosure thus can be found 
even if the foreclosed rivals are not forced to exit the market ; it is sufficient that the 
rivals are disadvantaged and consequently led to compete less effectively. Such 
foreclosure is regarded as anti-competitive where the merging companies — and, 
possibly, some of its competitors as well — are as a result able to profitably increase 
the price charged to consumers.  
                                                 
56  OJ C 31, 5.2.2004, p. 5.  
57  Horizontal Merger Guidelines, paragraph 22.  
58  OJ C 265, 18.10.2008, p. 6.  
59  Non-Horizontal Merger Guidelines, paragraph 18.  
 
14 (55) The Non -Horizontal Merger Guidelines distinguish between two forms of vertical 
forec losure.60 The first is where the merger is likely to raise the costs of downstream 
rivals by restricting their access to an important input (input foreclosure). The second 
is where the merger is likely to foreclose upstream rivals by restricting their acces s 
to a sufficient customer base (customer foreclosure ).  
(56) In assessing vertical  foreclosure, the Commission assesses  (i) whether the combined 
entity would have the ability to engage in foreclosure ; (ii) whether the combined 
entity would have the incentive t o do so ; and ( iii) what would the overall impact of 
such foreclosure strategy be on effective competition in the affected markets.   
(57) The main concern in the context of conglomerate mergers  is also that of 
foreclosure.61 The combination of products in related markets may confer on the 
combined entity the ability and incentive to leverage a strong market position from 
one market to another by means of tying or bundling or other exclusionary practices. 
Tying and bundling as  such are common practices that often have no anticompetitive 
consequences. Companies engage in tying and bundling in order to provide their 
customers with better products or offerings in cost -effective ways. Nevertheless, in 
certain circumstances, these p ractices may lead to a reduction in actual or potential 
rivals' ability or incentive to compete. This may reduce the competitive pressure on 
the combined entity allowing it to increase prices.  
(58) In assessing the likelihood of such a scenario, the Commission examines, first, 
whether the merged firm would have the ability to foreclose its rivals, second, 
whether it would have the economic incentive to do so and, third, whether a 
foreclosure strategy would have a significant detrimental effect on competition, th us 
causing harm to consumers. In practice, these factors are often examined together as 
they are closely intertwined.  
6. OVE RVIE W OF AFFE CTED MARKE TS62  
(59) Nexi and Nets are both active in merchant acquiring services; acquiring processing 
services; the provision and management of POS terminals; and the personalisation of 
smart payment cards.  Nexi is jointly controlled by Advent, which solely controls 
IDEMIA.  IDEMIA manufactures non -personalis ed smart payment cards and also 
offers personalisation services for sma rt payment cards.   
(60) Against this background and taking into account the market definitions discussed in 
Section 4 above, the Transaction gives rise to  several horizontally affected markets:  
                                                 
60  Non-Horizontal Merger G uidelines, paragraph 30.  
61  Non-Horizontal Merger Guidelines, paragraph 93.  
62  Affected markets consist of all relevant product and geographic markets, as well as plausible alternative 
relevant product and geographic markets, on the basis of which in the EEA territory: (i) two or more of the 
parties to the concentration are engaged in business activities in the same relevant market and where the 
concentration will lead to a combined market share of 20 % or more (horizontal relationships) and (ii) one 
or mo re of the parties to the concentration are engaged in business activities in a relevant market, which is 
upstream or downstream of a relevant market in which any other party to the concentration is engaged, 
and any of their individual or combined market sh ares at either level is 30 % or more, regardless of 
whether there is or is not any existing supplier/customer relationship between the parties to the 
concentration (vertical relationships). See Regulation (EC) No 802/2004 of 21 April 2004 implementing 
the Merger Regulation OJ L 133, 30.04.2004, p. 1, Annex 1, Section 6.3.  
 
15 (a) POS merchant acquiring services in Denmark  and Germany  and retail POS 
merchant acquiring services in Italy (Section 7.1 below) ;  
(b) Acquiring processing services in Croatia, Denmark, Norway and Slovenia 
(Section  7.2 below) ;  
(c) Provision and manage ment of POS terminals in Italy and Sweden (Section 
7.3 below); and  
(d) Personalisation services for smart payment car ds in Hungary, Slovakia, and 
Romania (Section 7.4 below ).  
(61) The Transaction also gives rise to  the following  vertically affected markets :  
(a) Acquiring processing (upstream) and merchant acquiring (downstream) 
(Section 8.1 below ); and  
(b) The manufacture  and supply  of non -personalised smart payment card s 
(upstream) and the personalisation of smart payment cards (downstream) 
(Section 8.2 below ).   
7. COMPE TITIVE ASSE SSME NT OF THE  HOR IZONTALLY AFFE CTED M ARKE TS  
7.1. Merchant acquiring  
(62) Set forth below are the Parties’ and their main competitors’ market shares in POS  
merchant acquiring in Denmark  and Germany  and retail merchant acquiring in Italy .  

 
17 remains under 20 in  all of the  merchant acquiring  markets  concerned .66  This 
low share is not due to Nets being a recent entrant in Italy or Nexi being a 
recent entrant in Denmark or Germany  (the two compan ies have been active 
in all these countries for sev eral years ).  
(b) The Parties are not particularly dynamic competitor s in these countries either, 
as their share of transaction values remained similar between 2017 and 2020 
in Italy (for Nets), and in Denmark  and Germany  (for Nexi) .67  
(c) The results of the marke t investigation clearly confirm that Nets is not 
perceived as exerting a  meaningful  competitive constraint in Italy, and 
conversely that Nexi does not exert a meaningful competitive constraint in 
Denmark  or Germany.68 
(d) The Parties do not appear to be close competitors. Nexi and Nets virtually 
never participated  in the same tenders in any of the affected markets in the 
last three years . Out of the [BUSINESS SECRET – STRATEGIC 
DECISION S] tenders for merchant acquiring serv ices the Parties participated 
in over the last three years , they only met [BUSINESS SECRET – 
STRATEGIC DECISION S] in multi -country tenders [ BUSINESS SECRET 
– STRATEGIC DECISION S].69 
(e) At least four other players would remain active on the POS merchant 
acquiring market post -Transaction, in each relevant  country and  segment 
where an affected market arises . Each of these players holds a market share 
far exceeding the increment brought about by the Transaction .  
(f) In Denmark, where the Parties’ combi ned shares exceed [90-100]%, Nets’ 
market position largely results from its monopoly over the acquiring and 
processing of card transactions under the domestic card scheme Dankort , 
which is regulated by the Danish authorities. Focusing on international card s 
(where the overlap arises), the combined market shares of the Parties would 
                                                 
66  Based on the Horizontal Merger Guidelines (paragraph 20), the Commission is unlikely to identify 
horizontal competition concerns in a merger concerning relevant markets with an HHI delta below 150.  
In the markets listed in Table 1 above, the HHI delta would be below 150 and none of the caveat factors in 
the Horizontal Merger Guidelines apply.   
67  Form CO, Annex 22.  
68  Responses to questionnaire to compe titors in merchant acquiring services sent on 2 February 2021. Two 
respondents to the market investigation indicated that the acquisition of Nets by Nexi would negatively 
affect competition for the provision of merchant acquiring services in the EEA. Howev er, as mentioned 
above in paragraph (63), the EEA market for merchant services (or segments thereof) would not even be 
affected by the Transaction. F urthermore, both respondents express concerns which are not linked to 
potential impediments to effective competition. One respondent is concerned that “ [a] larger company 
that holds a strong financial position will have the capacity to defeat smaller actor s, for example by 
lowering prices ”, while the other one indicates that the combined entity will be more appealing to 
multinational customers as “ [t]he increased capacity of the new combined entity will be likely to attract 
the big multinational corporate c lients, to detriment of the existing players at national level ”. 
69  Nexi and Nets [BUSINESS SECRET – STRATEGIC DECISIONS AND SUCCESS RATES] , and the 
outcome of the other tender [CONFIDENTIAL INFORMATION] ( Form CO, paragraph 232).  

 
19 (a) The increment brought about by the Transaction is minimal on all affected 
markets, as it remains below [0-5]%.73 The HHI delta brought about by the 
Transaction remains under 5 in all of the se markets.74 
(b) Nothing in the market investigation suggest s that Nexi would exert a 
competitive constraint on Nets or vice versa as regards acquiring processing . 
In particular, Nexi  is not  a recent entrant in any of the markets .75 Nexi is not a 
particularly dynamic competitor either, as it s share of transac tion values 
remained similar between 2017 and 2020 in Croatia, Denmark, and 
Slovenia.76 The results of the market investigation also largely indicate  that 
Nexi does not exert a competitive constraint  on Nets  in the relevant 
countries .77 
(c) The Parties do not appear to be close competitors. Nexi and Nets have never 
participated in the same tenders in any of the affected markets in the last 
three years. In fact, Nexi has never participated in any tender to supply  
acquiring processing to [BUSIN ESS SECRET – STRATEGIC 
DECISIONS ].78 
(d) At least three other players would remain active on  each of  the affected  
market s post-Transaction. Each of these players holds a market share far 
exceeding the increment brought about by the Transaction.   
(e) In Denmark, whe re the Parties’ combined shares exceed [80-90]%, Nets’ 
market position largely results from its monopoly over the acquiring and 
processing of card transactions under the Dankort  scheme explained in 
Section 7.1 above . Focusing on international cards (where the overlap arises), 
the combined market shares of the Parties would be significantly lower 
(around [60-70]%).79  
(71) Two competitors  raised concerns in relation to the impact of the Transaction in 
acquiring processing , primarily in the Nordic region . However :  
(a) One respondent largely refers  in its  response to the potential acquisition by 
Nexi of SIA  (which offers among other products an d services acquiring 
                                                 
73  Form CO, Annex 22  
74  Based on the Horizontal Merger Guidelines (paragraph 20), the Commission is unlikely to identify 
horizontal competition concerns in a merger concerning relevant markets with a n HHI delta below 150.  
In the markets for acquiring processing in Croatia, Denmark, Norway, and Slovenia, the HHI delta would 
be below 150 and none of the caveat factors in the Horizontal Merger Guidelines apply.   
75  Nexi acquired ISP Processing from ISP  in 2016 and has since been [ BUSINESS SECRET – 
CONTRACTUAL RELATIONSHIPS ]. The customer portfolio of ISP Processing has been [ BUSINESS 
SECRET – EVOLUTION OF CUSTOMERS’ PORTFOLIO ] ever since (from [ BUSINESS SECRET – 
NUMBER OF CUSTOMERS ] customers in 2015 to  [BUSINESS SECRET – NUMBER OF 
CUSTOMERS ] at the end of 2020).  
76  Form CO, Annex 22  
77  Responses to questionnaire to competitors in acquiring processing services sent on 2 February 2021.  
78  Form CO, paragraph 251, footnote 162.  
79  While a few respondents to the market investigation raised concerns in relation to Nets’ role in the 
Dankort scheme, these concerns are not merger -specific as Nexi plays no role in the acquiring or 
processing of Dankort transactions. See responses to questionnaire to competitors in merchant acquiring 
services sent on 2 February 2021.  

 
21 – Italy: The combined market shares of the Parties are close  to the 25% 
threshold on the market for the provision and management of POS 
terminals, and below in relation to traditional POS terminals (where 
an overlap arises , as Nets only offers traditional POS in Italy).  
(b) The increment brought about by the Transaction is minimal on all affected  
markets, as it remains below [0-5]% regardless of the precise market 
segmentation. The HHI delta brought about by the Transaction remains under 
5 in all of the markets, which gives an initial indication competition concerns 
are unlikely.83  
(c) Nothing in the market investigation suggest s that Nexi would exert a 
competitive constraint on Nets or vice versa as regards the provision and 
management  of POS terminals . In particular, Nexi is not a recent entrant in 
Sweden, nor is Nets in Italy .  The companies are als o not particularly 
dynamic competitor s either, as their share in terms of number of POS 
terminals supplied has remained similar over the last three years  in Italy (for 
Nets) and Sweden (for Nexi) .84   
(d) The Parties do not appear to be close competitors. In Sw eden, Nexi only 
offers traditional POS, whereas Nets offers other  categories of POS terminals  
as well . Conversely, in Italy, Nets only offers traditional POS, whereas Nexi 
offers other categories of POS terminals.85  
(e) Post-Transaction , at least six other players will remain active in Sweden, and 
seven in Italy . Each of these players holds a market share far exceeding the 
increment brought about by the Transaction.  
(f) Furthermore, no respondent  to the market investigation raised concerns in 
relation to the provision and management of POS terminals in the relevant 
countries or elsewhere.86   
(76) In light of the above considerations, the Commission concludes that the Transaction 
does not give rise to s erious doubts as to its compatibility with the internal market 
for the provision and management of POS terminals in Italy or Sweden.  
                                                 
83  Horizontal Merger Guidelines, paragraph 20.  
84  Form CO, Annex 22  
85  Form CO, Annex 22  
86  Responses to questionnaire to competitors in merchant acquiring and acquiring processing services sent 
on 2 February 2021. Questionnaire Q1 to smart payment cards competitors, question 27 and Questionnaire 
Q2 to smart payment cards customers, question 29.  

 
23 competitors  confirmed that they have not encountered Nets in a tender in 
personalisation services in Hungary.90   
(b) Post-Transaction, IDEMIA and Nets will continue to face competition 
constraints by at least two competitors, with shares higher than Nets’ 
(namely , OTP Ba nk and ANY).  
(c) IDEMIA and Nets are not close competitors in Hungary.  IDEMIA is active 
in both manufacture /supply  and personalisation of smart payment cards, 
while Nets only personalis es smart payment cards.  In the market 
investigation, responding customer s and competitor s stated that IDEMIA 
competes closely with ANY, Thales, and AustriaCard - but not with Nets.91  
(d) In the market investigation, the majority of responding competitor s indicated 
that they did not expect  the Transaction to lead to higher prices o r less 
competition in the market of personalisation services for smart payment cards 
in Hungary.92  
(80) In light of the above considerations, the Commission concludes that the Transaction 
does not give rise to serious doubts  as to its compatibility with the int ernal market in 
the market for personalisation services for smart payment cards in Hungary.  
7.4.2.  Personalisation of smart payment cards in Slovakia  
7.4.2.1.  The Notifying Party’s view  
(81) The Notifying Party considers that the Transaction does not result in competition 
concerns in the market for personalisation services for smart payment cards in 
Slovakia because (i) Nets’ activities in personalisation services are extremely limited 
in Slovakia and across the EEA , [BUSINESS SECRET – CONTRACTUAL 
RELATIONSHIPS ]; (ii) IDEMI A and Nets do not compete closely; and (iii) there 
are no barriers to entry or expansion.93 
7.4.2.2.  The Commission’s assessment  
(82) The Commission considers that t he Transaction does not give rise to serious doubts 
as to its compatibility with the internal market regarding the market for 
personalisation services in smart payment cards in Slovakia for the following 
reasons:  
(a) Following the Transaction, the combined sh are of IDEMIA and Nets would 
be moderate ( [30-40]% in 2019).  However, the Transaction would not 
significantly change the competitive landscape in personalisation services in 
smart payment cards in Slovakia.  Nets rarely competes for new customers in 
Slova kia (or in any country) as explained in recitals (14) and (79)(a)  above .  
During the market investigation, all responding competitor s confirmed that 
                                                 
90  Questionnaire Q1 to smart payment cards com petitors, question 21.  
91  Questionnaire Q1 to smart payment cards competitors, question 20.1 and Questionnaire Q2 to smart 
payment cards customers, question 23.1.  
92  Questionnaire Q1 to smart payment cards competitors, questions 25 and 26.  
93  Form CO, A nnex 23, paragraph 3.  
 
24 they have not encountered Nets in a tender in personalisation services in 
Slovakia.94   
(b) Post-Transaction, IDEMIA and Nets will continue to face competition 
constraints by at least two competitors, including AustriaCard which held a 
share of [20-30]% in 2019 and Global Payments ( [5-10]%).  
(c) IDEMIA and Nets are not close competitors in Slovakia.   IDEMIA is active 
in both  the manufacture /supply  and personalisation of smart payment cards, 
while Nets only personalis es smart payment cards.  In the market 
investigation, the vast majority of responding customer s and competitor s 
stated that IDEMIA compe tes closely with SIA and AustriaCard -- but not 
with Nets.95  
(d) In the market investigation, the majority of responding competitor s indicated  
that they did not expect the Transaction to lead to higher prices or less 
competition in the market of personalisatio n services for smart payment cards 
in Slovakia.96  
(83) In light of the above considerations, the Commission concludes that the Transaction 
does not give rise to serious doubts  as to its compatibility with the internal market in 
the market for personalisation se rvices for smart payment cards in Slovakia.  
7.4.3.  Personalisation of smart payment cards in Romania  
7.4.3.1.  The Notifying Party’s view  
(84) The Notifying Party considers that the Transaction does not result in competition 
concerns in the market for personalisation service s for smart payment cards in 
Romania because (i) Nets’ activities in personalisation services are extremely limited 
in Romania and across the EEA [BUSINESS SECRET – CONTRACTUAL 
RELATIONSHIPS ]; (ii) IDEMIA and Nets do not compete closely; and (iii) there 
are no barriers to entry or expansion.97 
7.4.3.2.  The Commission’s assessment  
(85) The Commission considers that t he Transaction does not give rise to serious doubts 
as to its compatibility with the internal market regarding the market for 
personalisation services in sma rt payment cards in Romania for the following 
reasons:  
(a) Following the Transaction, the combined share of IDEMIA and Nets would 
be moderate ( [30-40]% in 2019).  However, the Transaction would not 
significantly change the competitive landscape in personalisa tion services in 
smart payment cards in Romania.  Nets’ share in this market is limited ( [0-
5]% in 2019)  and hence , the increment brought about by the Transaction is 
                                                 
94  Questionnaire Q1 to smart payment cards competitors, question 21.  
95  Questionnaire Q1 to smart payment cards competitors, question 20.2 and Questionnaire Q2 to smart 
payment cards customers, question 23.2.  
96  Questionnaire Q1 to smart payment cards competitors, questions 25 and 26.  
97  Form CO, Annex 23, paragraph 3.  
 
25 minimal .98  Nets rarely competes for new customers in Romania (or in any 
country) as explai ned in recitals (14) and (79)(a)  above .  During the market 
investigation, all responding competitor s confirmed that they have not 
encountered Nets in a tender in personalisation services in Romania.99   
(b) Post-Transaction, IDEMI A and Nets will continue to face competition 
constraints by at least two competitors, with shares higher than Nets’ (i.e., 
Thales and AustriaCard) .  
(c) IDEMIA and Nets are not close competitors in Romania .  IDEMIA is active 
in both the manufacture /supply and personalisation of smart payment cards, 
while Nets only personalis es smart payment cards.  In the market 
investigation, the vast majority of responding customer s and competitor s 
stated that IDEMIA competes closely with AustriaCard  and SIBS  - but not 
with N ets.100  
(d) In the market investigation, the majority of responding competitor s indicated 
that they did not expect the Transaction  to lead to higher prices or less 
competition in the market of personalisation services for smart payment cards 
in Romania .101  
(86) In light of the above considerations, the Commission concludes that the Transaction 
does not give rise to serious doubts  as to its compatibility with the internal market in 
the market for personalisation services for smart payment cards in Romania.  
                                                 
98  Based on the Horizontal Merger Guidelines (paragraph 20), the Commission is unlikely to identify 
horizontal competition concerns in a merger concerning relevant markets with an HHI delta below 150.  
In the market for personalisation services for smart paym ent cards in Romania, the HHI delta would be 
below 150 and none of the caveat factors in the Horizontal Merger Guidelines apply.  This further 
confirms the Commission’s conclusion that in this relevant market, the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market.  
99  Questionnaire Q1 to smart payment cards competitors, question 21.  
100  Questionnaire Q1 to smart payment cards competitors, question 20.3 and Questionnaire Q2 to smart 
payment cards customers, que stion 23.3.  
101  Questionnaire Q1 to smart payment cards competitors, questions 25 and 26.  
 
26 8. COMPE T ITIVE ASSE SSME NT OF NON-HORIZONTALLY  AFFE CTE D MARKE TS102  
8.1. Acquiring processing (upstream) – POS Merchant acquiring (downstream)  
(87) Certain merchant acquirers do not handle the acquiring processing, the technical 
handling and routing of a payme nt transaction, i n-house.  When merchant acquirers 
procure their acquiring processing services from a third party, a vertical relationship 
may exist between t he provision of acquiring processing services (upstream) and 
POS merchant acquiring services (downstream). Set fort h below are Nexi’s and 
Nets’ shares in the relevant  vertically  affected markets.  
                                                 
102  This Section deals with vertically affected markets.  During the Commission’s market investigation, two 
competitors in the manufacture/supply and personalisation of smart payment cards also raised concerns 
regarding potential conglomerate effects of the Transaction.  These competitors indicated that card 
payment services markets (e.g., acquiring processing in the EEA or in different EEA countries) are 
neighbouring with the relevant markets for the manufacture/supply and personalisation of smart payment 
cards.  The combined entity and/or IDEMIA held market shares of [30 -40]% or more in these 
neighbouring markets (or their sub -segments) (see Table 2 and Table 4 above and Table 5 and Table 6 
below).  The two competitors were concerned that the combined entity (possibly together with IDEMIA) 
could bundle its offerings in acquiring processing and the manufacture/supply and/or personalisation of 
smart payment cards and as a result possibly forec lose competitors who are not able to make similar 
bundled offerings.  The results of the Commission’s market investigation did not confirm these concerns.  
In the market investigation, responding competitors submitted that banks never or rarely purchase 
payment services (e.g., acquiring processing) and smart payment cards (non -personalised and/or 
personalised) as part of the same tender (see Questionnaire Q1 to smart payment cards competitors, 
question 11) .  Only a minority of responding competitors expect that this would change in the next 3 years 
(see Questionnaire Q1 to smart payment cards competitors, question 11.3).  It is thus unlikely that the 
combined entity (and IDEMIA) could easily bundle its offerings in card payment services and smart 
payment car ds when bidding for new opportunities.  Moreover, competitors could develop counter -
strategies to respond to any bundling behaviour of the combined entity (and IDEMIA).  As one of the two 
competitors who expressed concerns acknowledged, “[a] ll smart paymen t card manufacturers... have had 
some kind of cooperation with payment services providers because they target the same customers 
(namely, banks)”  (see Notes from call with competitor, 27 January 2021, paragraph 22).  Finally, no 
responding competitor activ e in merchant acquiring or acquiring services raised similar concerns (see 
Responses to questionnaire to competitors in merchant acquiring and acquiring processing services sent 
on 2 February 2021).  In light of the above, the Commission considers that the  Transaction does not raise 
serious doubts as to its compatibility with the internal market regarding conglomerate effects in relation to 
card payment services and smart payment card relevant markets.  

 
28 8.1.1.2.  The Commission’s assessment  
A. Considering a plausible EEA -wide market for acquiring processing services 
upstream  
(90) The Commission considers that the Transaction is unlikely to give rise to inp ut 
foreclosure concerns  in the downstream markets listed in Table 5 above .  The 
combined entity would not have the ability to foreclose its downstream competitors 
in POS merchant acquiring services (or any of the sub -segmentations of this market) 
in Croatia, D enmark, Finland, Norway, or Slovenia by restricting access to acquiring 
processing services  in the EEA .  Nor would the combined entity have the ability to 
foreclose its downstream competitors in retail POS merchant acquiring services  (or 
any of the sub -segmentations of this market)  in Italy by restricting access to 
acquiring processing services  in the EEA .   
(91) A combined entity has the ability to foreclose downstream competitors when, by 
reducing access to its own upstream products, it can affect the overall availability of 
inputs for the downstream market.106  This is not the case for the combined entity i n 
the plausible upstream market  for acquiring processing services in the EEA.  In this 
market, the combined entity held a market share of approximately [0-5]% in 2019.  
Many other providers of acquiring processing services will remain active on th is 
market post -Transaction.  These include large players such as Worldline/Ingenico, 
Fiserv/FirstData, FIS/Worldpay, Adyen, SIA, Elavon, or Evo.  Customers active in 
the downstream markets for POS merchant acquiring or retail POS merchant 
acquiring  (listed in Table 5 above ) would be able to turn to one of the many 
upstream competitors and purchase acquiring services in case the combined entity 
decided to engage in a foreclosure strategy.  
(92) As the combined entity would have no ability to foreclose downstream competitors 
in POS merchant acquiring in Croatia, Denmark, Finland, Norway, or Slovenia or in  
retail POS merchant acquiring in Italy , it is not necessary to assess in detail the 
incentives of the combined entity or the overall impact of the Transaction on 
competition.  In any event, no respondent  to the market investigation raised concerns 
related to input foreclosure  in these markets .107  
B. Considering plausible national markets for acquiring processing services 
upstream  
B.1. Finland, Italy, and Slovenia  
(93) The Commission considers that the Transactio n is unlikely to give rise to input 
foreclosure concerns in the downstream markets in Finland, Italy, and Slovenia 
(listed in Table 5 above ).  The Commi ssion considers that the combined entity would 
not have the ability or the incentive to foreclose its downstream competitors in POS 
merchant acquiring services (or any of the sub -segmentations of this market) in 
Finland  or Slovenia by restricting access to  acquiring processing services at national 
level.  Nor would the combined entity have the ability  or the incentive  to foreclose 
its downstream competitors in retail POS merchant acquiring services  (or any of the 
                                                 
106  Non-Horizontal Merger Guidelines, paragraph 36.  
107  Responses  to questionnaire to competitors in merchant acquiring sent on 2 February 2021.  
 
29 sub-segmentations of this market)  in Italy b y restricting access to acquiring 
processing services at national level.   
(94) A combined entity has the ability  to foreclose downstream competitors when, by 
reducing access to its own upstream products, it can affect the overall availability of 
inputs for the  downstream market.108  This is not the case for the combined entity in 
the plausible upstream markets for acquiring processing services in Finland, Italy, or 
Slovenia.  Post -Transaction, the combined market share of the Parties in each of 
these plausible markets would be  below  [30-40]%.  Many other providers of 
acquiring processing services will remain active on each of these markets post -
Transaction.  These include Worldline, TietoEvry, and Elavon  in the Nordic region 
(including  Finland ); SIA, Worldline, and ICCREA in Italy; a nd Bankart, Euronet 
and Cetis in Slovenia.  Customers active in the downstream markets for POS 
merchant acquiring or retail POS merchant acquiring  (listed in Table 5 above)  would 
be able to turn to one of the many upstream competitors  and purchase acquiring 
processing services in case the combined entity decided to engage in a foreclosure 
strategy.  
(95) As regards incentives to foreclose, the Commission notes  that Nets is already today 
active upstream in acquiring processing and downstream in POS merchant acquiring 
in Finland and Slovenia. Nexi i s already today active upstream in acquiring 
processing and downstream in retail POS merchant acquiring in Italy  but it does not 
offer acquiring processing services to its downstream competitors (only in -house).   
The share increment resulting from the Transaction would be minimal ( [0-5]% or 
less) both in the upstream and downstream markets .  It is thus unlikely that the  
proposed Transaction would change the incentives of the combined entity to engage 
in an input foreclosure strategy  in the downstream markets in Finland, Italy or 
Slovenia . 
(96) As the combined entity would have no ability or incentive to foreclose downstream 
competitors in POS merchant acquiring in Finland or Slovenia or in retail POS 
merchant acquiring in Italy , it is not necessary to assess in detail the overall impact 
of the Transaction on competition.  In any event , no respondent to the market 
investigation  raised concerns regarding the impact of the proposed Transaction in the 
downstream markets of POS merchant acquiring in Finland or Slovenia or retail POS 
merchant acquiring in Italy, as a result of an input foreclosure strategy involving 
acquiring process ing services.109  
B.2. Croatia, Denmark, and Norway   
(97) The Commission considers that the Transaction is unlikely to give rise to input 
foreclosure concerns in the downstream markets in Croatia, Denmark, and Norway 
(listed in Table 5 above).  The Commission considers that the proposed Transaction 
would not give the incentive to the combined entity to foreclose its downstream 
competitors in POS merchant acquir ing services (or any of the sub -segmentations of 
this market) in Croatia, Denmark or Norway by restricting access to acquiring 
processing services at national level.   
                                                 
108  Non-Horizontal Merger Guidelines, paragraph 36.  
109  Responses to questionnaire to competitors in merchant acquiring sent on 2 February 2021.  
 
30 (98) Nets is already today active upstream in acquiring processing and downstream in 
POS merc hant acquiring in Croatia, Denmark, and Norway.  The share increment 
resulting from the Transaction in these markets would be minimal ( [0-5]% or less)  
both in the upstream and downstream markets .  It is thus unlikely that the proposed 
Transaction would cha nge the incentives of the combined entity to engage in an 
input foreclosure strategy in the downstream markets in Croatia, Denmark, or 
Norway .  
(99) As the combined entity would have no increased incentives to foreclose POS 
merchant acquirers in Croatia, Denmar k or Norway, it is not necessary to assess in 
detail the ability  of the combined entity to foreclose or the overall impact of the 
Transaction on competition .  In any event, no respondent to the market investigation 
raised concerns regarding the impact of t he proposed Transaction in the downstream 
markets of POS merchant acquiring in Croatia, Denmark, or Norway as a result of an 
input foreclosure strategy involving acquiring processing services.110  
C. Conclusion  
(100)  In light of the above considerations, the Commission concludes that the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market in 
relation to a potential input foreclosure for acquiring processing services procure d by 
providers of POS merchant acquiring services (including retail POS merchant 
acquirers in Italy) . 
8.1.2.  Customer foreclosure  
8.1.2.1.  The Notifying Party’s view  
(101)  The Notifying Party submits that no customer foreclosure concerns arise in relation 
to the vertical rela tionship for the provision of acquiring processing services 
(upstream) and merchant acquiring services (downstream)  for the reasons laid out in 
recital (89) above.  
8.1.2.2.  The Commission’s assessment  
A. Considering a plausible EEA -wide market for acquiring processing services 
upstream  
(102)  The Commission considers that the Transaction is unlikely to give rise to customer 
foreclosure  concerns  in a plausible market for  acquiring processing services in the 
EEA.  The combined entity would not have the ability to foreclose its upstream 
competitors in acquiring processing services in the EEA by restricting access to a 
significant merchant acquiring customer base for the fol lowing reasons.   
(103)  A combined entity has the ability to engage in customer foreclosure, only when it 
involves a company which is an important  customer for the upstream product.111  
This is not the case for Nexi and Nets at an EEA -wide level.  As explained in 
paragraph 16(63) above, Nexi and Nets together hold a market share of less than [10-
20]% in POS merchant acquiring in the EEA.  Other POS merchant acquirers with 
                                                 
110  Responses to questionnaire to  competitors in merchant acquiring sent on 2 February 2021.  
111  Non-Horizontal Merger Guidelines, paragraphs 61 and 66.  
 
31 activities in the EEA include FIS/Worldpay, Wor ldline, Fiserv/First Data, Global 
Payments/TSYS,  Elavon, EVO  and others.112  In case the combined entity decided to 
only source acquiring services in -house, upstream rivals would continue to offer 
their acquiring services to the many competitors of Nexi and Nets in POS merchant 
acquiring markets in the EEA  (including retail POS merchant acquiring in Italy) .  
(104)  As the combined entity would have no ability to foreclose upstream  competitors in a 
plausible market for acquiring processing services in the EEA, it is not necessary to 
assess in detail the incentives of the combined entity or the overall impact of the 
Transaction on competition.  In any event, no respondent to the market investigation 
active in the provision of acquiring processing services raised concer ns related to 
customer foreclosure.113  
B. Considering plausible national markets for acquiring processing services 
upstream  
B.1. Croatia, Denmark, Finland, Norway, Slovenia  
(105)  The Commission considers that the Transaction is unlikely to give rise to customer 
foreclosure  concerns in plausible national markets for acquiring processing services 
in Croatia, Denmark, Finland, Norway, or Slovenia.  The combined entity would not 
have the ability to foreclose its upstream competitors in acquiring processing 
services in t hese countries by restricting access to a significant merchant acquiring 
customer base for the following reasons.    
(106)  A combined entity has the ability to engage in customer foreclosure, only when it 
involves a company which is an important customer for the  upstream product.114  
This is not the case for the combined entity for the following reasons:  
(a) In Denmark, Finland and Norway, Nets handles nearly [90-100]% of its 
acquiring processing needs in -house, so that it cannot be considered an 
important customer of acquiring processing services providers. In addition, 
the minimal increment brought by Nexi (less than [0-5]%) does not 
materially impact the ability  of the combined entity to engage in customer 
foreclosure in Denmark .  Nexi is not active at all in POS merchant acquiring 
services in Finland and Norway and thus the proposed Transaction does not 
change the ability of the combined entity to engage in customer  foreclosure 
in these two countries.  
(b) In Croatia and Slovenia, Nets relies on [BUSINESS SECRET – SUPPLY 
SOURCE ] to source acquiring processing for its own merchant acquiring 
activities . However, the merged entity’s downstream presence is limited 
(with a ma rket share below [0-5]%) so that it cannot be considered an 
important customer . In addition, Nexi is not active at all in POS merchant 
acquiring services in Croatia and Slovenia and thus the proposed Transaction 
does not change the ability of the combined entity to engage in customer 
foreclosure in these two countries.  
                                                 
112  Form CO, Annex 13.b – Project Berggreen – Presentation to the BoD, October 24, page 26 and Form CO, 
Annex 22.  
113  Responses to questi onnaire to competitors in acquiring processing sent on 2 February 2021.  
114  Non-Horizontal Merger Guidelines, paragraphs 61 and 66.  
 
32 (107)  As the combined entity would have no ability to foreclose upstream  competitors in a 
plausible market for acquiring  processing  services in Croatia, Denmark, Finland, 
Norway, or Slovenia, it i s not necessary to assess in detail the incentives of the 
combined entity or the overall impact of the Transaction on competition.  In any 
event, n o respondent  to the market investigation active in the provision of acquiring 
processing services raised conc erns related to customer foreclosure.115  
B.2. Italy  
(108)  The Commission considers that the Transaction is unlikely to give rise to customer 
foreclosure  concerns in a plausible national market for acquiring processing services 
in Italy.  The proposed Transaction would  not give the incentive to the combined 
entity to foreclose its upstream competitors in acquiring processing in Italy by 
restricting access to a significan t merchant acquiring customer base for the following 
reasons.  
(109)  Already today, Nexi holds a share of [30-40]% in the downstream market for retail 
POS merchant acquiring in Italy.  Nexi relies on [BUSINESS SECRET – SUPPLY 
SOURCE]  for acquiring processing for all its merchant acquiring volumes in Italy, 
with the exception of [BUSINESS SECRET – SUPPLY SOURCE] .  Nets does not 
offer acquiring processing services in Italy.  Moreover, the increment brought about 
by the Transaction on th e downstream market for Retail POS Merchant Acquiring  is 
minimal ( [0-5]%). It is thus  very unlikely that the proposed Transaction would 
change the incentives of the combined entity to engage in a customer foreclosure 
strategy in Italy.  
(110)  As the combined ent ity would have no increased incentives to foreclose acquiring 
processing rivals in Italy, it is not necessary to assess in detail in detail the ability of 
the combined entity to foreclose or the overall impact of the Transaction on 
competition.  In any eve nt, no respondent to the market investigation raised concerns 
regarding the impact of the proposed Transaction in the upstream market of 
acquiring proces sing in Italy as a result of a customer  foreclosure strategy involving 
POS merchant acquiring.116  
C. Conclu sion 
(111)  In light of the above considerations, the Commission concludes that the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market in 
relation to a potential customer foreclosure for acquiring processing services  
procured by POS merchant acquirers.  
8.2. Manufacture /supply of non -personalised smart payment cards (upstream) – 
Personalisation of smart payment cards (downstream)  
(112)  Non-personalis ed smart payment cards are an input for companies offering card 
personalis ation services.  IDEMIA manufactures non -personalis ed smart payment 
cards while Nets and IDEMIA offer personalis ation services.  The proposed 
Transaction results in vertical overlaps giving rise to affected markets in 
manufacture /supply of non -personalis ed smart  payment cards (upstream) and 
                                                 
115  Responses to questionnaire to competitors in acquiring processing sent on 2 February 2021.  
116  Responses to questionnaire to competitors in merchant acquiring sent on 2 February 2021.  

 
34 Hungary, Slovak ia, Slovenia, or Roma nia by restricting access to non -personalised 
smart payment cards  for the following reasons .  
(115)  A combined entity has the ability to foreclose downstream competitors when , by 
reducing access to its own upstream products,  it can affect the overall availabilit y of 
inputs for the downstream market.118  This is not the case for the  combined entity  
and IDEMIA  regarding the availability of non -personalised smart payment cards for 
the following reasons:   
(a) While IDEMIA has a meaningful share of [40-50]% in the EEA -wide market 
for personalisation services for smart payment cards, it faces competition 
constraints from several players in this market.  These players include Thales, 
G+D, and AustriaCard.  In the market investigation, responding competitor s 
identified Thales as a player stronger than IDEMIA in the EEA -wide market 
for the manufacture /supply  of non -personalised smart payment cards.119 
(b) IDEMIA’s competitors in the upstream market could expand output to supply 
non-personalised smart payment cards to any downstream players that 
IDEMIA might decide to foreclose.  In the market investigation, several 
upstr eam rivals indicated that they have spare capacity in their manufacturing 
facilities for non -personalised smart payment cards.120  
(c) In the market investig ation, all respondents purchasing non -personalised 
cards that they subsequently personalise stated that there will be a sufficient 
number of suppliers in the EEA post -Transaction and that this will allow 
them to cover their requirements for cards.121 
(d) IDEMIA does not offer today non -personalised smart payment cards to any 
personaliser in  Croatia .  Thus, it does not seem have the ability to foreclose 
Nets’ rivals in that country by restricting access to non -personalised cards.  
As regards Hungary, Slovakia, Slo venia, or Romania, the majority of 
responding competitor s do not expect the combined entity (or IDEMIA) to 
have the ability to increase prices or reduce competition in the market of 
personalisation services for smart payment cards.122  
(116)  As the combined entity  (and IDEMIA)  would have no ability to foreclose smart 
payment card personalisation services providers in Croatia, Hungary, Slovakia, 
Slovenia, or Romania, it is not necessary to assess in detail the incentives of the 
combined entity (and IDEMIA) or the ov erall impact of the Transaction on 
competition.  
                                                 
118  Non-Horizontal Merger Guidelines, paragraph 36.  
119  Questionnaire Q1 to smart payment cards competitors, question 19.1.  
120  Questionnaire Q1 to smart payment cards competitors, question 5.1.  
121  Questionnaire Q1 to smart payment cards competitors, question 13 and Questionnaire Q2 to smart 
payment cards customers, question 17.  
122  Questionnaire Q1 to smart payment cards competitors, questions 25 and 26.  
 
35 8.2.2.  Customer foreclosure  
8.2.2.1.  The Notifying Party’s view  
(117)  The Notifying Party submits that the combined entity (and IDEMIA) would not have 
the ability or the incentive to foreclose competitors in the upstream market  for 
manufacture /supply of non -personalised  cards, by restricting access to a significant 
customer base of personalisers .  According to the Notifying Party , Nets has a limited 
position in personalisation services for smart payment cards today and its total 
spend ing for non -personalised smart payment cards in 2019 was EUR [BUSINESS 
SECRET – COST STRUCTURE].123  
8.2.2.2.  The Commission’s assessment  
(118)  The Commission considers that t he Transaction is unlikely to lead to customer 
foreclosure concerns. The combined entity wou ld not have the ability to foreclose its 
upstream competitors in the manufacture /supply of non -personalised smart payment 
cards in the EEA by restricting access  to a significant customer base for the 
following reasons.  
(119)  A combined entity has the ability to  engage in customer foreclosure, only when it 
involves a company which is an important customer for the upstream product .124  
This is not the case for the combined entity in the downstream markets for 
personalisation services of smart payment cards:  
(a) Nets personalised less than [0-5]% of all smart payment cards that were 
personalised in the EEA in 2019.  Moreover, Nets only offers personalisation 
services for smart payment cards in five EEA Member States (listed in Table 
6 above ).  IDEMIA’s competitors post -Transaction could continue selling 
non-personalised smart payment cards to (i) 22 Member States where Nets is 
not active and/or (ii) customers repr esenting [90-100]% of all smart payment 
cards needed in the EEA, in case the combined entity engaged in a customer 
foreclosure strategy.  
(b) Nets does not source non -personalised smart payment cards itself for the 
majority of its customers. Rather, most of Ne ts’ customers procure cards 
directly from the manufa cturers.  Nets sourced non -personalised smart 
payment cards itself for only [BUSINESS SECRET – NUMBER OF 
CUSTOMER ] customers – [BUSINESS SECRET – NAME OF 
CUSTOMER ] in Slovenia.  Nets purchased these cards from [BUSINESS 
SECRET – CONTRACTUAL RELATIONSHIPS ] (spending in total EUR 
[BUSINESS SECRET – COST STRUCTURE] in 2019).  This represented 
less than [0-5]% of the total demand for non -personalised smart payment 
cards in the EEA in 2019.125  During the market investigation, [BUSINESS 
SECRET – CONTRACTUAL RELATIONSHIPS ] submitted that it does not 
expect any decrease in the intensity of competition in non -personalised smart 
                                                 
123  Replies to RFIs 4 and 5, questions 9 and 11.  
124  Non-Horizontal Merger Guidelines, paragraphs 61 and 66.  
125  Reply to RFI 7, question 6.  
 
36 payment cards in the EEA.126  All other responding competitors confirmed 
this.127  
(120)  As the combined entity (and IDEMIA) would have no ability to foreclose 
manufacturers of non -personalised smart payment cards in the EEA, it is not 
necessary to assess in detail the incentives of the combined entity (and IDEMIA)  or 
the overall impact of the Transaction on competition.  
8.2.3.  Conclusion  
(121)  In light of the above considerations, the Commission concludes that the Transaction 
does not raise serious doubts as to its compatibility with the internal market as a 
result of either i nput or customer foreclosure on the markets for manufacture /supply 
of non -personalised smart payment cards (upstream) and personalisation of smart 
payment cards (downstream).  
9. CONCLUSION  
(122)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
                                                 
126  Questionnaire Q1 to smart payment cards competitors, question 24.  
127  Questionnaire Q1 to smart payment cards competitors, question 24.