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,  8.7.2021  
C(2021)  5207 final   
PUBLIC VERSION 
 
Danske Bank A/S  
Holmens Kanal 2 -12 
DK-1092 Copenhagen K – Denmark  
 
Nordea Bank Abp  
Smålandsgatan 15, H50  
105 71 Stockholm – Sweden  
 OP Corporate Bank plc  
Gebhardinaukio 1,  
FI-00510 OP, Helsinki – Finland  
 Skandinaviska Enskilda Banken AB  
Kungsträdgårdsgatan 8,  
SEW -106 40 Stockholm – Sweden  
 Svenska Handelsbanken AB  
Kungsträdgårdsgatan 2,  
SE-106 70 Stockholm – Sweden  
 Swedbank AB 
Landsvägen 40, L26,  172 63 Sundbyberg 
SE-105 34 Stockholm – Sweden  
Subject : Case M.9971 – P27 NPP / BANKGIROT  
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004
1 and Article 57 of the Agreement on the European Economic Area2 
                                                 
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”).  
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information omitted has been replaced by 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 Dear Sir or Madam,  
(1) On 3 June  2021, the Commission received notification of a proposed concentration pursuant 
to Article  4 of Council Regulation (EC) No 139/2004, by which  Danske Bank A/S 
(“Danske Bank”, Denmark), Sv enska Handelsbanken AB (“ Handelsbanken”, Sweden), 
Nordea Ban k Abp (“ Nordea ”, Fi nland), OP Corporate Bank plc (“ OP”, Finland), 
Skandinavi ska Enskilda Banken AB (“ SEB ”, Sw eden) and Swedbank AB (“ Swedbank”, 
Sweden) (collectively referred to as the “ Parent Companies ”) acquire , within the meaning 
of Article s 3(1)(b) and 3(4) of the Merger Regulation , joint  control of Bankgirocentralen 
BGC AB (“ Bankgirot ”, Sweden) through a newly -created joint -venture, P27 Nordic 
Payments Platform AB (“ P27” , Sweden ) (the “ Transaction ”). The Parent Companies, P27 
and Bankgirot are referred together  as the “ Parties ”.3 
1. THE PARTIES  
(2) The Parent Companies  are six bank ing groups  active primarily in the Nordics, offering a 
wide -range of financial services . Post-Transaction, the Parent Companies will retain their 
activities in the banking markets, including in particular the market for payment services  to 
corporate and retail customers , which are downstream of the markets where P27 (including 
Bankgirot) will be active.  
(3) P27 is a newly created joint  venture between the Parent Companies for the creation of a new 
payment platform at pan-Nordic level . More specifically, P27 will offer the following 
services:  
− Layer 1 services : a pan -Nordic clearing system for batch  and real -time payments 
covering domestic , cross -border and multi -currency transactions in Denmark, Finland , 
Sweden  and potentially Norway (the “ P27 Clearing System ”);  
− Layer 2 services : a pan -Nordic invoice payment solution in Denmark, Finland, Sweden 
and potentially Norway  (the “ P27 Bill Payment Solutio n”).4  
(4) Bankgirot  is the incumbent provider of the clearing infrastructure processing real time 
payments in Sweden.  Bankgirot currently offers Layer 1 and Layer 2 services (in Sweden 
only). Bankgirot is owned by SEB, Swedbank, Handelsbanken, Nordea and Danske Bank 
(together, the “ BG Banks ”).5 None of them currently exerts joint or sole control over 
Bankgirot. The BG Banks and the Parent Companies largely overlap but the former do not 
include OP . 
2. THE OPERA TION AND ITS RATIONALE  
2.1 Rationale of the Transaction  
(5) The purpose of the establishment of P27  is to creat e a new pan -Nordic and cross -border 
payment platform. Once operational, P27 shall operate  a new payment infrastructure, 
providing better services (more functionalities) at a low er price (economies of scale). 
Therefore, customers are expected to progressively migrate from the existing domestic 
payment infrastructures to P27 (see Section 6.1).  
                                                 
3  Publication in the Official Journal of the European Union No C 221,  10.6.2021, p. 26.  
4  In the future, Layer 2 services provided by P27 may also include additional value -added payment services that could 
benefit from a Nordic scale and scope ( e.g. [types of value -added payment services that P27 potentially will offer] , etc.). 
These potential future Layer 2 services are not defined yet.   
5  The BG Banks account together for over [90-100]% of the shareholding in Bankgirot. Two other banks, namely 
Länsförsäkringar Bank Aktiebolag and Skandiabanken Aktiebolag each hold [0-5]% of Bankgirot, [future plans 
with shareholding].  
 
3 (6) In Sweden, […]6 […]. The acquisition of Bankgirot by P27 (before the start of P27’s  
operations and of the migration  from existing domestic payment infrastructures to P27 ) aims 
at mitigating the above risk and, thus, preserving financial stability in Sweden . 
2.2 Assessment of the joint control  
(7) The Parent Companies hold equal shares and ownership in P27. [the Parent Companies  veto 
rights related to Bankgirot] .  
(8) Moreover, pursuant to t he Contract Note  and the Bankgirot Shareholders’ Agreement, both 
entered into by the Parties on 6 October 2020, P27 will acquire [90-100]% of the voting 
rights and share capital of Bankgirot.7 Post-Transaction, the main guidelines of Bankgirot’s 
budget and the business plan will be defined at P27 level . In particular, P27’s budget  and 
business plan will include specific provisions defining notably Bankgirot’s (i) pricing 
policies  (including pricing model and methods) ; (ii) scope of products and solutions 
(including product development policy) ; and (iii) detailed balance sheets and P&L  
statement.  In view of the foregoing, the Commission concludes that the provisions in P27’s 
budget and business plan related to Bankgirot – [the Parent Companies  veto rights related to 
Bankgirot]  – are sufficiently detailed  to constitute strategic decisions  within the meaning of 
the Consolidated Jurisdictional Notice8 and, thus, to confer joint control over Bankgirot  to 
each Parent Compan y. 
2.3 Assessment of the full functionality  
(9) Post-Transaction, P27 (including Bankgirot) will have its own market presence and 
sufficient resources to operate independently, including its own staff and management 
dedicated to its day -to-day operations, as well as sufficient financial resources.9 In fact,  
Bankgirot is alre ady pre -Transaction  an existing company with its own market presence  
operat ing autonomously from its shareholders . Post-Transaction, P27 (including Bankgirot)  
will also provide its clearing and payment services to the  Parent Companies and third parties 
on a fair, objective and non -discriminatory basis, applying to all customers a transparent 
“cost -plus” distribution model. Thus, the relationship between P27 operations and the P arent 
Companies will be commercial in character. Moreover, according to the Parties’ forecasts, 
P27 will achieve a substantial share of its turnover through  third parties,  i.e. between […]% 
and […]% depending on the scenario.10 Finally, P27 (including Bankgirot) w ill operate on a 
lasting basis.  Therefore, P27 (including Bankgirot) w ill be full-function . 
2.4 Conclusion 
(10) In view of the above considerations , the Transaction constitutes a concentration within the 
meaning of Articles 3(1)(b) and 3(4) of the Merger Regulation.  
3. UNION DIMENSION  
(11) The undertakings concerned have a combined aggregate worldwide turnover of more than 
EUR 5  000 million ( Danske Bank : […]; Handelsbanken : […]; Nordea: […] ; OP: […] ; 
SEB:  […]; Swedbank: […] ; and […]).11 In addition, each of at least two of them has a 
                                                 
6  Form CO, para. 108.  
7  However, P27 will have no financial responsi bility in relation to Bankgirot. […].  
8  Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control of 
concentrations between undertakings (the “Consolidated Jurisdictional Notice”) (OJ C 95, 16.4.2008, p.1), 
paras.  65 and ff.  
9  In order to be active on the clearing market, P27 is required by law to obtain a license from the Swedish FSA (the 
“P27 Clearing License”). The latter has not been awarded yet. However, P27 will acquire the clearing license 
owned by Bankgirot.  
10  See para. 98 of the Consolidated Jurisdictional Notice.  
11  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
4 Union -wide turnover in excess of EUR 250 million ( Danske Bank: […] ; Handelsbanken: 
[…]; Nordea: […] ; OP: […] ; SEB: […] ; Swedbank:  […]; and Bankgirot: […] ) but they do 
not achieve more than two -thirds of their aggregate Union -wide  turnover within one and the 
same Member State. The Transaction therefore has a Unio n dimension pursuant to 
Article  1(2) of the Merger Regulation.  
4. OVERVIEW OF THE PARTIES ’ OVERLAPPING ACTIVIT IES 
(12) As detailed in Table 1, the Transaction gives rise to horizontal overlaps in Sweden between 
the future activities of P27 and Bankgirot ’s existing activities  with respect to the provision 
of both clearing services (L ayer 1 ) and account -to-account (“A2A”) invoice payment 
services (Layer 2).  
(13) The Transaction also gives rise to  three vertical links between the provision of the following 
services (i) clearing services ( upstream ) and payment services to end -customers 
(downstream ), (ii) A2A invoice payment servi ces ( upstream ) and payment services to end -
customers ( downstream ), and (iii) clearing services (Layer 1) ( upstream ) and A2A invoice 
payment services (Layer 2) (downstream ). 
TABLE  1  –  HORIZONTAL OVERLAP S AND VERTICAL LINKS  ARISING FROM THE TRAN SACT ION  
Markets  P27 (not yet active)  Bankgirot  Parent Companies  
Clearing services (Layer 1) x (Nordic region)  x (Sweden only)   
A2A invoice payment services ( Layer 2 ) x (Nordic region)  x (Sweden only)   
Payment services   x (Nordic region)  
5. RELEVANT MARKETS  
5.1 Product m arket definition  
5.1.1  Payment clearing services (Layer 1  services )  
(a) The Commission’s precedents  
(14) Payment clearing services refer to the processing of interbank payments prior to the 
completion of the transaction and the transfer of funds ( i.e. the settlement).  P27 and 
Bankgirot are active in the clearing process but do not conduct the settlement process, which is carried out by distinct providers (typically central banks). In other words, clearing 
services entail all the processes that precede the transfer of funds, such as transmitting and 
reconciling interbank payments, confirming verifying that there are funds or credit available on individual accounts, authorising the transactions, etc .  
(15) In its past decisional practice,
12 the Commission consi dered a market for the provision of 
payment clearing systems  for domestic and low -value payments but ultimately left open the 
exact scope of the product market .13   
(b) The Parties’ views  
(16) The Parties consider that the market for interbank payment clearing services is  distinct from 
other payment services such as those provided in -house by banks or by central bank 
                                                 
12  M.3894 – Unicredito/HVB (2005), paras. 38-39; M.2567-  Nordbanken/Postgirot (2001), paras. 25-34.  
13  In M.9744 –  Mastercard/Nets (2020), the Commission considered the markets for the provision of account-to-
account core infrastructure services (“A2A CIS”), i.e.  the provision of the underlying technical infrastructure to 
suppliers of clearing services. None of the Parties is active on this market, which is upstream of the market for 
clearing services.  
 
5 settlement systems.14 They also assessed  the following possible segmentations of the market 
for clearing services:  
− Segmentation between low -value and large -value payments : the Parties agree with this 
segmentation envisaged in the past decisional practice. They submit that large -value 
payments ( i.e. payment transactions between mainly financial institutions, which tend to 
have high -values and are usually time critical) and low -value (or retail) payments ( i.e. 
payment transactions where at least one party to the transaction is not a financial 
institution, which typically have a much  lower value) are typically processed through 
different payment systems. This is due to different safety requirements  and the fact that 
some payment systems have an upper value limitation . The Parties’ activities only 
overla p with respect low -value payments ;15 
− Segmentation between domestic and cross -border payments : the Parties submit that this 
segmentation envisaged in the past decisional practice is no longer relevant due to the 
increasing harmonisation of the regulation at  EEA  level, including in particular the 
introduction of Single Euro Payment Area (“SEPA”) . They also argue that the 
establishment of P27 will remove many of the differences in treatment between domestic and cross -border payments in the Nordics. In their vie w, in the future , any 
payment system will be able to clear both domestic and cross -border payments. That 
said, the Parties also acknowledge that the domestic clearing  systems currently available 
in the Nordics do not have the technical capabilities to clear cross -border payments ;
 16  
− Segmentation between batch and instant payments : clearing systems may provide (i) 
batch payment processing ( i.e. processing together payment orders at discrete intervals 
of time)  and/or  (ii) instant (or real -time) payment pr ocessing ( i.e. processing of 
payments on a transaction -by-transaction basis in real time). Historically, clearing 
systems only processed batch payments. However, with the emergence of instant 
payments in the last decade, the market is progressively migrati ng from batch payments 
to instant payments. The Parties consider that clearing systems for instant and batch 
payments are usually not substitutable, but rather complementary. However, they also 
note that most market players provide clearing services for both  types of  payments ;17 
− Segmentation between A2A and card payments : A2A payments allow the transfer of 
funds directly from the payer's account to the payee's account, without requiring the use 
of a payment card. According to t he Parties , this distinction is irrelevant on the ground 
that, even if a payment order is initiated by a card, once it reaches  the clearing system, it 
is technically cleared as an A2A transfer.18  
(17) In any event, the Parties submit that the exact scope of the market for  clearing services can be 
left open  as no competition concern arise s under any plausible market definitions.  
(c) The Commission’s assessment  
(18) The market investigation was not fully conclusive regarding whether the market for clearing 
services  should be furt her segmented or  not:  
− Segmentation between low -value and large -value payments : the results of the market 
investigation were mixed. A large majority of  customers of payment clearing services  
                                                 
14  Form CO, paras. 352 to 364.  
15  Form CO, paras. 365 to 367.  
16  Form CO, paras. 368 to 371.  
17  Form CO, paras. 389 and 390.  
18  Form CO, paras. 382 to 385. According to the Parties, only the first steps of the clearing of card payments is done by 
the payment card scheme (e.g.  Visa). The last step of the card payment clearing ( i.e. the final calculation of the net 
payment between card issuers and acquirers) can be done through a clearing system. In such a case, this final step is 
processed by the clearing system as an A2A transfer between the bank accounts of the card issuer and acquirer.  
 
6 consider  that the two segments present similar competitive dynamics. However, 
virtually all providers of payment clearing services ge nerally take the opposite view, 
stressing the existence of different providers and requirements, while  acknowledging 
some convergen ce;19 
− Segmentation between domestic and cross -border payments : the results of the market 
investigation suggest  that the clearing of domestic payments and cross -border payments 
may constitute distinct markets. Around half of the respondents consider that the two 
segments present different competitive dynamics and landscape (due to the existence of 
different regulations, prices, currencies, etc. ). However , a third of the respondents takes 
the opposite view and several of them stressed that the above distinction may become 
less relevant with P27 ;20 
− Segmentation between batch and instant payments : the results of the market 
investigation suggest  that the cl earing of instant payments and batch payments could be 
part of the same market. For most participants, both types of payments are characterized by similar competitive dynamics and landscape ;
21 
− Segmentation between A2A and card payments : most respondents  consider that the 
clearing of card payments and A2A payments could be part of the same market. 
However , a significant minority takes the opposite view. A few market participants also 
stress a trend towards convergence. 22 
(19) In any event, f or the purpose of this decision, the Commission concludes that t he exact 
scope of the market for clearing services can be left open  since the Transaction does not give 
rise to serious doubts as to its compatibility with the internal market and with the EEA 
Agreement under any of the above -mentioned plausible market definitions.  
5.1.2  A2A i nvoice payment services (Layer 2  services )  
(a) The Commission’s precedents  
(20) In Mastercard/Nets ,23 the Commission assessed the market for A2A invoice payment 
services, i.e. services/applications allowing end -users to transfer money from one bank 
account to another for the payment of invoices , which 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. The Commission ultimately left open the question of whether A2A invoice 
payment services are part of a wider market for invoice payment services including 
recurring card -based payments, or segmented based on the types of transactions ( e.g. C2B, 
B2B) and A2A payment methods ( such as direct debit (i.e. A2A payment initiated by the 
payee on the basis of payer’s consent ), credit transfer  (i.e. A2A payment initiated by payer) , 
payment slip , etc.). 
(b) The Parties’ views  
(21) In addition to the segmentations c onsidered in the past decisional practice, t he Parties 
envisage a distinction between (i) invoice messaging services ( i.e. the technical validation 
and distribution of e -invoice messages allowing the processing and forwarding of payment 
requests but excluding the actual payment handling) (also referred as e -invoicing) and (ii) 
invoice payment services ( i.e. including the actu al payment handling).  However, the Parties 
                                                 
19  Responses to question 9.3 of questionnaire Q1 to market participants.  
20  Responses to question 9.1 of questionnaire Q1 to market participants.  
21  Responses to question 9.2 of questionnaire Q1 to market participants. This is in line with the findi ngs of the 
Commission in M.9744 – Mastercard/Nets, where the Commission found that, in the upstream market for the 
provision of A2A CIS,  a distinction between batch and instant payments was not warranted (see paras. 24-29).  
22  Responses to question 9.4 of questionnaire Q1 to market participants.  
23  M.9744 – Mastercard/Nets (2020), paras. 101-106.  
 
7 submit that the Commission does not need to define the exact scope of the market for invoice 
payment services as no competition concerns arise under any plausible market definitions.24 
(c) The Commission’s assessme nt 
(22) The market investigation was not fully conclusive regarding the possible alternative 
segmentations of the market for A2A invoice payment services:   
− Segmentation between card- based and A2A services : the results of the market 
investigation suggest  that it may be relevant to distinguish card -based and A2A services. 
Most respondents consider that these different types of payments present different competitive dynamics (including different rules set for instance by global card players in 
relation to c ard payments) and are not interchangeable for customers, as they may 
correspond to different use cases ;
25 
− Segmentation by A2A payment methods  (e.g. direct debit, credit transfer) : the results of 
the market investigation suggest  that it may be relevant to distinguish direct debit and 
credit transfer. A small majority  of respondents consider that these different types of 
payments present different competitive dynamics and are not interchangeable for customers.  Others expect a convergence across payment methods  in the future ;
26 
− Segmentation between instant and batch payment services : the results of the market 
investigation were mixed. A majority  of respondents indicate that  the two  types of 
payments are characterized by different  competitive dynamics , in particular as they rely 
on different payment infrastructure. However, most respondents nonetheless  consider  
that both types of payment services are interchangeable for customers ;27 
− Segmentation by type of transactions (e.g. C2B, B2B) : the results of th e market 
investigation were mixed regarding this potential distinction.  Around half of 
respondents consider that the competitive dynamics do not differ across types of 
transactions, but a similar share consider that B2B and C2B invoice payment services 
are not interchangeable for customers ;28 
− Segmentation between  invoice messaging vs. invoice payment : the results of the market 
investigation were inconclusive as to whether invoice messaging services would 
constitute different products from invoice payment sol utions. While a majority of 
respondents consider that customers do not view these as interchangeable, they are 
mixed as to whether competitive dynamics differ between the two segments.29 An 
overwhelming majority of respondents to the market investigation consider that invoice 
messaging services represent the core part of invoice payment solutions .30 Lastly, the 
Commission notes that a potential distinction between invoice messaging services and 
invoice payment is not reflected in the Parties’ own internal doc uments .31 
(23) In any event, for the purpose of this decision, the Commission concludes that t he exact 
scope of the market for A2A invoice payment services  can be left open  since the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market and with 
the EEA Agreement under any of the above -mentioned plausible market definitions.  
                                                 
24  Form CO, paras. 408 to 434.  
25  Responses to questions 34.1 and 35.1 of questionnaire Q1 to market participants.  
26  Responses to questions 34.2 and 35.2 of questionnaire Q1 to market participants.  
27  Responses to questions 34.3 and 35.3 of questionnaire Q1 to market participants.  
28  Responses to questions 34.4 and 35.4 of questionnaire Q1 to market participants.  
29  Responses to questions 34.5 and 35.5 of questionnaire Q1 to market participants.  
30  Responses to question 36 of questionnaire Q1 to market participants.  
31  See e.g. BoD – Appendix 1 20200602 p.41 (Parties’ reply to RFI 4, Appendix 34) referring to the “bill pay market” 
with no distinction between the invoice messaging services and invoice payment services.  
 
8 5.1.3  Payment services to end -users  
(a) The Commission’s p recedents  
(24) Payment services include various types of cashless transactions, such as direct debits 
(i.e. A2A payment s initiated by the payee on the basis of payer’s consent ), credit transfer s 
(i.e. A2A payment s initiated by payer) , card payments, mobile payments,  etc. provided to 
end-customers.   
(25) In previous decisions, the Commission found that the provision of payment services constitutes a distinct product market, which could potentially be sub -segmented (i) between 
domestic and international payment services and (ii) between corporate and retail customers. 
The exact scope of the market was ultimately left open.
32  
(b) The Parties’ views  
(26) The Parties submit that payment services should not be further sub- divided, in particular 
between domestic and intern ational payment services, or between corporate and retail 
customers . In any event, they consider that the Commission does not need to conclude on 
the exact delineation of the market as no competition concerns arise under any plausible market definitions .
33  
(c) The Commission’s assessment  
(27) No element of  the market investigation suggest s that, in the present decision , the 
Commission should depart from its previous practice regarding the potential sub-segmentations of the payment service market ( i) between dome stic and international 
payment services and (ii) between corporate and retail customers.   
(28) For the purpose of this decision, the Commission concludes that t he exact scope of the 
market for the provision of payment services to end -customers can be left open  since the 
Transaction does not give rise to serious doubts as to its compatibility with the internal 
market and with the EEA Agreement under any of the above -mentioned plausible market 
definitions.  
5.2 Geographic market definition  
5.2.1 The Commission’s pr ecedents   
(29) In its past decisional practice the Commission generally considered that (i) the market for 
payment clearing services ;
34 (ii) the market for the provision of A2A invoice payment 
services ;35 and (iii) the market for payment services36 are national or likely national in scope  
but ultimately left open the exact geographic scope of th ose markets.  
5.2.2 The Parties’ views   
(30) The Parties stress  the importance of recent  regulatory changes such as the introduction of 
SEPA and the emergence of supranational  payment  systems (such as P27). However, the 
Parties also a dmit that the relevant markets are still national in scope, acknowledging that to 
                                                 
32  See e.g. M.8414 – DNB/Nordea/Luminor Group (2017), paras. 107-110. In some earlier decisions, the Commission 
also considered payment services as part of retail and corporate banking (e.g.  M.4844 – Fortis/ABN Amro Assets  
(2007), paras. 20-23 and 34; M.5384 – BNP Paribas/Fortis (2008), para. 12).  
33  Form CO, paras. 480 to 510.  
34  M.3894 – Unicredito / HVB, para.42 and M.2567 –  Nordbanken / Postgirot, para. 37.  
35  M.9744 – Mastercard/Nets (2020), paras. 110-114.  
36  See e.g. M.8414 – DNB/Nordea/Luminor Group (2017), paras. 111-114.  
 
9 date the market conditions are not homogenous across the Nordics in terms of pricing, 
regulation and /or standards  and competitive landscape.37  
5.2.3 The Commission’s assessment   
(31) The market participants largely confirm that the competitive dynamics for the provision of 
clearing  services  and A2A invoice payment  services are not homogenous across the Nordic 
region (due to the existence of national regulations and currencies )38 Respondents also 
indicate that A2A invoice payment  services are typically provided on a national basis.39 
However, the pan -Nordic scope of the P27 project suggest that those markets are moving 
toward  a broader regional dimension.40  
(32) Moreover, no element of  the market investigation suggest s that the Commission should 
depart from its previous practice regarding the likely national scope of the markets for the provision of payment services to end- customers in the present decision.   
(33) For the purpose of this decision, the Commission considers that t he exact scope of the 
market s for the provision of (i) payment clearing services, (ii) A2A invoice payment 
service s and (iii) payment services to end -customers can be left open since the Transaction 
does not give rise to serious doubts as to its compatibility with the internal market and with 
the EEA Agreement , regardless of whether markets are considered national or Nordic -wide . 
6. C
OMPETITIVE ASSESSMEN T 
6.1 Assessment of the h orizontal effects  
(34) The Transaction gives rise to horizontal overlap s between P27 ’s and Bankgirot ’s activities  
in the Swedish markets for clearing services and invoice payment services  where Bankgirot 
is the incumbent provider and P27 will be a new entrant.  
(35) Article 2 of the Merger Regulation requires the Commission to examine whether notified 
concentrations are compatible with the internal market, by assessing whether they would significantly impede effective competition in the internal market or in a substantial part of it, 
in particular, as a result of the creation or strengthening of a dominant position or the 
removal of a significant competitive constraint.  
(36) The Commission Guidelines on the  assessment of horizontal mergers under the Council 
Regulation on the control of concentrations between undertakings (the “Horizontal Merger 
Guidelines”)
41 identify ways in which concentrations between actual or potential 
competitors may significantly imped e effective competition. The Horizontal Merger 
Guidelines indicate in particular that mergers involving a potential competitor may restrict effective competition by ways of horizontal anti- competitive effects, either coordinated or 
non-coordinated. In this  framework, “competition” is understood to mean product and price 
competition (actual or potential) , as well as innovation competition.
42  
(37) The remainder of this Section  will analyse the horizontal overlaps arising from the 
Transaction against this framework .  
                                                 
37  Form CO paras. 399-407 (clearing services), 435-438 (invoice payment services) and 511-514 (payment services).  
38  Responses to questions 10 and 38 of questionnaire Q1 to market participants.  
39  Responses to question 37 of questionnaire Q1 to market participants.  
40  Responses to question 10.1 of questionnaire Q1 to market participants.  
41  OJ C31, of 5 February 2004, p.5.  
42  M.8084 - Bayer/Monsanto,  para. 48.  
 
10 6.1.1  Payment clearing services  
 (a)  Overview of the market and the Parties’ activities  
(38) Pre-Transaction, the markets for clearing services in Denmark, Finland and Sweden are 
characterised by the coexistence of various clearing systems at national level , as summarised 
in Table 2 below .   
 
TABLE 2   –  CLEARING SYSTEMS OV ERVI EW I N THE NORDICS  
Clearing system Operator Geographic scope  Currency  Payment  
value Batch / 
Instant Type of 
payments 
P27 Clearing System  
(not active to date)  P27 cross-border (Nordics)  DKK, SEK, 
EUR , (NOK)  low batch , 
instant  A2A, c ard 
Bankgirot Clearing 
Bankgirot domestic (Sweden) SEK  low batch A2A, c ard 
BiR instant  A2A  
Sum Clearing 
Mastercard domestic (Denmark) DKK low batch  A2A, c ard 
Intraday Clearing batch  A2A  
Express Clearing instant  A2A  
Siirto ARPP  Automatia  
domestic (Finland)  EUR low instant  A2A  
POPS  Finance Finland  EUR  high batch  A2A  
STEP2  
EBA  Clearing  cross-border (SEPA) EUR low batch  A2A, card 
RT1 low instant  A2A  
EURO1 high batch A2A  
NICS 
Bits43 domestic (Norway) NOK low, high  batch A2A, card 
Straks 2.044 domestic (Norway) NOK low instant  A2A  
Source: Form CO   
 
(39) As a result, a n overlap arises between the future P27 Clearing System and Bankgirot’s 
existing payment clearings services (Bankgirot Clearing  for the clearing of A2A and card 
batch payments  and BiR  for the clearing of  instant A2A payments ) in Sweden.  
(40) Market share estimates of the various existing providers of clearing services are provided in 
Table 3  below.  
TABLE 3   –  M ARKET SHARES FOR THE  PROVISION OF CLEARI NG SERVICES  (volume, 2019)  
Operator Clearing systems % of domestic  
(retail) payments % of cross -border 
(retail) payments 
DENMARK  
Mastercard  Sum, Intraday & Express Clearing [90-100]% - 
EBA Clearing  STEP2, RT1 & EURO1  - [90-100]% 
FI NLA ND  
EBA Clearing  STEP2, RT1 & EURO1  [90-100]% [90-100]% 
Finance Finland  POPS  [0-5]% - 
Automatia  Siirto ARPP  [0-5]% - 
SWED EN  
Bankgirot  Bankgirot Clearing & BiR  [90-100]% - 
EBA Clearing  STEP2, RT1 & EURO1  - [90-100]% 
                                                 
43  Bits is the operator of the payment clearing systems, while the underlying technical infrastructure (i.e.  A2A CIS) is 
provided to Bits by Mastercard.  
44  Norwegian banks started using Straks 2.0 during the spring of 2020.  
 
11 TABLE 3   –  M ARKET SHARES FOR THE  PROVISION OF CLEARI NG SERVICES  (volume, 2019)  
Operator Clearing systems % of domestic  
(retail) payments % of cross -border 
(retail) payments 
NORWAY  
Bits NICS, Straks 2.0  [90-100]% - 
EBA Clearing  STEP2, RT1 & EURO1  - [90-100]% 
NORDIC REGION  
Bits NICS, Straks 2.0  [40-50]% - 
Bankgirot Bankgirot Clearing & BiR  [30-40]% - 
Mastercard  Sum, Intraday & Express Clearing [10-20]% - 
EBA Clearing  STEP2, RT1 & EURO1  [5-10]% [90-100]% 
Automatia  Siirto ARPP  [0-5]% - 
Finance Finland  POPS  [0-5]% - 
Source: Form CO  
 (b) The Parties’ views  
(41) The Parties consider that the Transaction will not give rise to a significant impediment to 
effective competition  in payment clearing services , for two main reasons .45 First , they 
submit that the  competitive conditions will largely remain unchanged , as Ban kgirot is the 
incumbent provider of clearing  services in Sweden, [P27’s future market strategy in relation 
to Bankgirot] . Once operational, the P27 Clearing System is expected to compete with EBA 
Clearing for domestic EUR -payments in Finland as well as cross -border EUR payments in 
Denmark, Sweden and Finland.  Second, they argue that the introduction of P27 will lead to 
significant efficient gains , by (i) improving the quality of payments including allowing 
cross -country and cross -currency payments , (ii) benefiting from economies of scale, and (iii) 
providing a higher degree of security.   
 (c) The Commission’s assessment  
(42) The Commission’s investigation indicates that regardless of whether the clearing services 
relate to (i) low or high value payments;46 (ii) instant or batch payments, or  (iii) A2A or card  
payments , the competitive dynamics remain  similar . As such , the Commission’s assessment 
focuses on the overall market for payment clearing services, as well as on its potential sub -
segment for domestic and c ross-border payments .  
(43) First , the Commission’s investigation indicates that payment clearing services present the 
characteristics of natural monopolies, with one single provider of these services at national 
level (i) for domestic transactions ( i.e. Mastercard in Denmark, Bankgirot in Sweden , EBA 
Clearing in Finland , and Bits in Norway ) and (ii) for cross -border transactions ( i.e. EBA 
Clearing  throughout  the Nordic region ), as evidenced by the current situation (see Table 3 ). 
A large majority of respondents to the market investigation confirm ed that payment clearing 
services present the characteristics of natural monopolies, in particular due to strong 
network effects.47 For instance, o ne respondent note d that “ the biggest hurdle is the network 
effects - that you need a large amount of financial institutions using the layer before it 
becomes viable ”. Another one confirm ed that there is “ only room for a few suppliers ” due to 
economies of scale.48 
(44) Second, once fully operational, the P27 Clearing System  will be able to process all type s of 
payment transactions currently processed by the existing domestic clearing systems in 
                                                 
45  Form CO, paragraphs 604 to 629.  
46  The Transaction does not give rise to overlap in the potential segment for the clearing of high-value payments 
where neither Bankgirot nor P27 is/will be active.  
47  Responses to question 12 of questionnaire Q1 to market participants.  
48  Responses to question 22.1 of questionnaire Q1 to market participants.  
 
12 Sweden, Denmark and Finland. It is also expected to be substantially more innovative, faster 
and cheaper (owing largely to the above mentioned economies of scale)  than the current 
domestic Layer 1 solutions, which are largely outdated.49 Respondents to the market 
investigation consider that, pre -Transaction, the markets for payment clearing services are 
not particularly competitive, espe cially in Denmark and Sweden.50 They highlight among 
the shortcomings of these domestic systems their outdated technology, high costs, as well as 
their limited scope (in terms of currency in particular) and lack of interoperability with other 
clearing systems.51  
(45) Third , as a result of the above , a large share of the market participants expect existing 
domestic clearing infrastructures (including Bankgirot in Sweden) to be progressively phased out and replaced by the P27 Clearing System.
52 For instance, o ne respondent note d 
that “once the [Tier 1]  banks join P27, it will be hard for the other clearing system to afford 
the needed investments to adapt to a changing payment landscape ”. A further respondent 
stated that “if [it is] possible for P27 to provide a viable alternative to local solutions, [it is] 
possible this will lead to an out -phasing of existing solutions ”. Another one note d that “in 
the future […] the number of clearing systems in the Nordics will decrease because of P27 in the long run”.
53 Payment  clearing services are expected to progressively migrate from the 
existing domestic solutions to the P27 Clearing System  within 3 -5 years  according to a large 
majority of respondents .54 This future  switch from domestic clearing system s to the P27 
Clearing S ystem is also confirmed by the Parties’ internal documents , which foresee a full 
migration from domestic clearing systems to the P27 Clearing System within the short to 
medium term following the system’s launch.55  
(46) In this context, an overwhelming majority of respondents to the market investigation expect 
Bankgirot to be phase d out irrespective its acquisition by P27.56 One respondent states for 
instance that the “ instant payment infrastructure requires technical rene wal in S weden and 
standardisa tion, thus we believe Bankgirot system would be progressively phased out or 
replaced by some new solution”.  In other words, while P27 and Bankgirot will be both 
active on the market for clearing systems in Sweden, the competition betwe en their 
respective clearing systems would only be transitory and would unavoidably be resolved in 
favour of  the P27 Clearing System.  
(47) Conversely, respondents to the market investigation expect  P27 to coexist with pan -
European clearing systems ( namely EBA Clearing’s systems for EUR payments) . EBA 
Clearing offers a SEPA -wide solution that goes beyond Finland and thus benefits itself from 
economies of scale. V irtually all respondents  to the market investigation  expect both 
systems to coexist in the  Nordic region , which indicates the Transaction will lead to 
increased competition, in particular for cross -border payments, even if only at the margin . 
However , market participants generally consider that P27 and the pan -European clearing 
systems will be complementary rather than competitors , in particular as  P27’s scope is  
limited to the Nordic region .57  
(48) It follows that the Transaction will not entail a reduction in the number of alternative 
clearing service providers available to customer s neither in Swe den nor in the other Nordic 
countries , but rather the transfer of pre -existing monopolistic position s of domestic players 
                                                 
49  Responses to question 18 of questionnaire Q1 to market participants.  
50  Responses to question 14 of questionnaire Q1 to market participants.  
51  Responses to question 19 of questionnaire Q1 to market participants.  
52  Responses to question 27.1 of questionnaire Q1 to market participants. This expectation is in line with the results 
of the Commission’s market investigation in M.9744 – Mastercard/Nets (see paras.76 of the decision).  
53  Responses to question 27.1 of questionnaire Q1 to market participants.  
54  Responses to question 27.3 of questionnaire Q1 to market participants.  
55  See e.g. P27’s business plan, Section, Section 7 (“Implementation and migration timeline”) (Appendix 11 to the 
Form CO).  
56  Responses to question 28 of questionnaire Q1 to market participants.  
57  Responses to question 27.2 of questionnaire Q1 to market participants (e.g. “We believe P27 and Pan-Euro systems 
both having a position to coexist as complementary, mainly due to different scope (EUR vs Krona-currencies)”).  
 
13 (including Bankgirot in Sweden) to a new regional player  (P27).  In this respect, the impact 
of the Transaction on the clearing market will be more limited in Finland than in the other 
Nordic countries . Indeed, in this Eurozone country, the domestic clearing systems  (i.e. 
POPS and Siirto AARP) account for a marginal share of the nationa l clearing market, the 
latter being dominated by pan -European clearing systems, which are expected to coexist 
with the P27 Clearing System.  
(49) Fourth, P27’s pricing power will be constrained and limited by the fact that, in the Nordics, 
access to payment clea ring services is provided on fair reasonable and non discriminatory 
(“FRAND”) terms to market participants . As detailed in Section 6.2. 3, this derives from  
regulatory requirements that currently apply to domestic payment  system s (including 
Bankgirot)58 and would  equally apply to P27 post -Transaction, as confirmed by financial  
regulatory agencies in the relevant countries.  
(50) Finally , market participants did not express concerns in relation to horizontal overlaps in 
payment clearing services. In fact, the overwhelming majority of respondents to the market 
investigation expect the Transaction to have a positive or neutral impact on the Nordic 
markets for payment clearing services.59 
 (d) Conclusion 
(51) Based on the above considerations, the Commission considers t hat the Transaction does not 
raise serious doubts as to its compatibility with the internal market and with the EEA Agreement in relation to the market for the provision of payment  clearing  services in any 
Nordic country or the wider Nordic region.  
6.1.2 A2A Invoice payment services (Layer 2)  
 (a) Overview of the market a nd the Parties’ activities  
(52) Pre-Transaction, the markets for A2A invoice payment services in Denmark, Finland, 
Sweden , and Norway are characterised by the existence of the payment solutions laid out in 
Table 4 below . 
TABLE  4  –  A2A  INVOICE PAYMENT SER VICES  
Provider Solution  Type of service Batch and/or 
instant Type of 
transactions Market shares 
(volume)  
DENMARK  
Mastercard Betalingsservice  direct debit  batch C2B [60-70]% 
Leverandørservice  direct debit  batch B2B [5-10]% 
Nets A/S  FIK e-invoice  credit transfer batch C2B B2B [20-30]% 
Others   [0-5]% 
FINLAND  
Finance Finland eLasku credit transfer batch C2B B2B [80-90]% 
Others  [10-20] % 
                                                 
58  An overwhelming majority of respondents confirmed that, in the Nordics, access is already granted pre-Transaction 
on FRAND terms (see Responses to question 15 of questionnaire Q1 to market participants).  
59  Responses to question 31 of questionnaire Q1 to market participants. One respondent expects that in Finland, P27 
may lead to higher prices due to the smaller scale of P27 as opposed to the EBA Clearing system which is SEPA -
wide, stating that “The Finnish community is currently leveraging a very competitive pricing due to the STEP2 
economies of scale by far and large higher than those achievable by the P27 platform. Moreover, compliance with 
SEPA reachability rules would be much more expensive migrating onto the P27 platform”. However, EBA Clearing is expected to remain active on the markets post Transaction, and Finland only amounts to a fraction of the SEPA. As a 
result, the Transaction is ex pected to increase competition in Finland. Another respondent expects a negative impact in 
relation to the vertical integration between Layer 1 and Layer 2 services, which is assessed in Section 6.2.2.  
 
14 TABLE  4  –  A2A  INVOICE PAYMENT SER VICES  
Provider Solution  Type of service Batch and/or 
instant Type of 
transactions Market shares 
(volume)  
SWED EN  
Bankgirot Autogiro  direct debit  batch C2B B2B [50-60]-[60-70]% 
Bg E -invoice  direct debit  batch C2B B2B [0-5]% 
CTDs60 E-Faktura credit transfer batch C2B B2B [10-20]% 
Others  [10-20] -[20-30] % 
NORWAY  
Mastercard eFaktura credit transfer instant or batch C2B P2P  [40-50]% 
Avtalegiro  direct debit  batch  C2B [30-40]% 
Autogiro  direct debit  batch B2B [0-5]% 
Others   [10-20] -[20-30] % 
Source: Form CO  
 (b) The Parties’ views  
(53) The Parties consider that the Transaction will not give rise to a significan t 
impediment  to effective competition in A2A invoice payment services , for thre e main  
reasons:61 First , the competitive conditions will largely remain unchanged, as Bankgirot is 
an incumbent provider of A2A payment services in Sweden, and will continue competing 
with C TDs locally . Second, the P27 Bill Payment Solution will coexist and compete with the 
solutions cu rrently available on the market  (see Table 4) .  Third , the creation of the P27 Bill 
Payment Solution will lead to efficiencies including (i) the commercialisation of new and 
innovative services , including by enabling banks and payment service providers (“ PSPs ”) to 
create on top of it differentiated payment services offerings to end -customers (with e.g. 
different services, prices, terms and conditio ns) and (ii) further harmonization of the European 
payments landscape.   
 (c) The Commission’s assessment  
(54) As neither Bankgirot, no r P27 is  or will be active in card -based invoice payment services, 
their activities only potentially overlap on the narrower possible market for A2A invoice payment services. On this possible market, it should be noted that, unless otherwise 
specified, the findings of the Commission, and in particular the results of the market 
investigation, do not materially dif fer depending on whether the A2A invoice payment 
services are segmented (i) by type of payment method ( e.g. direct debit or credit transfer), 
(ii) by type of Transaction ( e.g. B2B or C2B), (iii) between batch and instant payments and 
(iv) between invoice m essaging and invoice payment services  This is notably because (i) 
leading providers of A2A invoice payment services in the Nordics ( e.g. Mastercard and 
Bankgirot) are generally active across various segments (covering e.g. different types of 
payment methods and transactions) and [P27’s future market strategy regarding payment 
methods and transactions] ; (ii) some segments are converging ( e.g. batch and instant 
payments, direct debit and credit transfer), and (iii) invoice messaging services represent the 
core part of invoice payment solutions and both are intrinsically linked.
62 In view of the 
above, t he Commission’s assessment will primarily focus on the possible market for A2A 
payment services .  
(55) First , the Commission found that A2A invoice payment services  present , to some extent,  
characteristic of natural monopolies ( due notably to strong network effect s, large economies 
                                                 
60  Certified Technical Distributors for E -Faktura, i.e. an invoice payment solution affiliated to Nordea and Swedbank. 
The Parties submit that, in the context of E -Faktura, Nordea and Swedbank are not competitors of P27 and Bankgirot.   
61  Form CO paras. 772 to 789.  
62  See e.g. responses to questions 36, 41.12, 44.2, 44.3 of questionnaire Q1 to market participants.  
 
15 of scale and high barriers to entry ). This was confirmed by most market participants63 and 
further evidenced by the fact that , already pre -Transaction, markets  are typically dominated 
by one provider at national level, such as Bankgirot in Sweden ( with a market share of 
[50-60]-[60-70]% that is likely underestimated - see below ), Finance Finland in Finland 
([80-90]%) and MasterCard  in Denmark ( [70-80]%) and Norway ( [70-80]-[80-90]%). In 
this respect, the Commission notes that Table 4 likely underestimates the market shares of 
the above mention ed players, notably because the Parties have included in the category 
“others ” ([10-20]-[20-30]%) non -interbank invoice payment solutions ( i.e. closed solutions 
that are only provided for internal consumption, such Klarna or Qliro) . This potential 
underestimation is also corroborated by the results of the market investigation where a 
number of ma rket participants stressed the “ current state of the domestic Nordic A2A 
invoice services appear to reflect a monopoly ”.64 The Commission received similar feedback 
in Mastercard/Nets  (2020) where , for example,  several players stressed the quasi -monopoly 
of Master card’s (then Net’s) Betalingsservice in Denmark, attributing it a market share 
above [90-100]%.65 
(56) That being said, some respondents to the market investigation also indicated  that (i) there is 
some room for competition and differentiation in the A2A i nvoice payment markets 
(e.g. “there is different needs for Layer 2 services depending the nature of companies (large 
international, utilities vs merchants, local small businesses) as well as different end user 
patterns to use channel applications/wallets. Thus, we see need or room for competitive, 
even specialized solutions to the market [ …]”);66  and that (ii) the implementation of the 
European directive on payment services67 has “ opened up” the market allowing to some 
extent new players to challenge the incumbent providers in the coming years ( e.g. “Few 
players in each market for the larger transaction part. However there are many different 
payment service providers have started to use the PSD2 directive ”).68 
(57) Second, in line with the Parties’ claim, the market investigation confirmed that the P27 Bill 
Payment Solution is expected to be substantially more competitive than the current domestic 
solutions. Respondents to the market investigation generally consider that, pre- Transaction, 
invoice payment solutions are rather not competitive (especially in Denmark and Sweden).69 
Respondent s highlight among the shortcomings of these domestic solutions their outdated 
technology, high costs, as well as their limited scope.70 
(58) Third , as a result of the above, the Commission found that the market for A2A invoice 
payment services is to a large  exten t expected to migrate from the existing A2A invoice 
payment solutions to the more innovative and cheaper P27 Bill Payment Solution , regardless 
of the type of A2A invoice payment solution s.  
(59) The Parties dispute the above arguing that the P27 Bill Payment So lution will coexist and 
compete with the solutions  currently available on the market.  However, this claim is 
contradicted by the Parties’ internal documents . For instance, a presentation dated March 
2021 details the P27 Bill Payment Solution’s “ Base Case ” according to which: [ P27 Bill 
Payment Solution base case] .71 The Parties ’ claim is also contradicted by the fact that only a 
                                                 
63  Responses to questi ons 39 and 39.1 of questionnaire Q1 to market participants. Some market participants also 
stressed that the provision of A2A invoice payment services require some centralisation. For instance; a competing 
bank explained that: “in order to provide secure, cost efficient solutions with strong consumer protection in 
relatively small markets, you need at least some kind of centralized components”. Similarly, another player stated: 
“we see need to centralize parts of services scope”.  
64  Responses to questions 39 and 39.1 of questionnaire Q1 to market participants.  
65  M.9744 – Mastercard/Nets (2020), paras.  122-123.  
66  Responses to questions 39 and 39.1 of questionnaire Q1 to market participants.  
67  Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment 
services in the internal market (OJ L337, of 23.12.2015, p.35) (“PSD2”).  
68  Responses to questions 39, 39.1 and 53 of questionnaire Q1 to market participants.  
69  Responses to question 41 of questionnaire Q1 to market participants.  
70  Responses to question 45 of questionnaire Q1 to market participants.  
71  BoD - Attachment 7 (March 2021), p.5.  
 
16 minority of market participants expects  the existing domestic A2A invoice payment 
solution s to coexist with and to exert competitive constraints on the P27 Bill Payment 
Solution . In fact, most respondents consider that the existing domestic solutions will be 
either (i) progressively phased out and replaced by the P27 Bill Payment Solution (within 
the next 3 -5 years) or (ii) complementary to the P27 Bill Payment Solutions (rather than 
exerting competitive constraints on the latter ).72 More specifically, all respondents to the 
market investigation expect Bankgirot’s A2A invoice  payment solutions to phase out 
irrespe ctive of its acquisition by P27.73 
(60) It follows that , at national level,  the Transaction will not entail a reduction in the number of 
alternative A2A invoice payment solutions available to customer neither in Sweden nor in 
the other Nordic countries , but rather the transfer of pre -existing dominant position s of 
domestic national players (including Bankgirot in Sweden) to a new regional player  (P27) . 
Similarly, at Nordic level, the phasing out of the existing domestic solutions and their 
replacement b y the P27 Bill Payment Solution  will not entail a reduction in the number of 
providers f rom a customer  perspective : the existing domestic A2A invoice payment 
solutions have different national scope and, thus, do not compete against each other pre -
Transacti on.  
(61) Fourth, as explained in Section 6.2. 4, the market investigation revealed  that the  P27 Bill 
Payment Solution will be subject to regulatory requirements of open access and FRAND 
terms.  This will constrain P27 and limit its pricing  power.   
(62) Finally , the Commission notes that market participants did not express concerns in relation 
to the horizontal overlaps  in A2A invoice payment services  in the Nordics .74 On the 
contrary, the vast majority  of them expects  the Transaction to have a positive impact on th is 
market , in terms of “ lower transaction costs ”, “ foster[ing] innovation” , possibly  
“attract[ing] other providers if they can look at the Nordics as one market ”, “quality of 
service ” and “ security” .75 
(d) Conclusion 
(63) Based on the above considerations, the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market and with the EEA 
Agreement  in relation to the market for the provision of A2A invoice payment services  in 
any Nordic country or the wider Nordic region.  
                                                 
72  Responses to questions 54 and 54.2 of questionnaire Q1 to market participants. For instance, a market participant 
stated that: “ existing solutions will/should be progressively be phased out, though there can be significant 
differences timewise per country”. Another player indicated that “some of the national, legacy services may be 
phased out and replaced with P27”. The above market feedback is consistent with the Commission’s findings in 
M.9744 – Mastercard/Nets (2020) (see para. 131-139 of the decision).  
73  Responses to questions 54 and 55 of questionnaire Q1 to market participants (e.g.  “We expect to phase out 
Autogiro and e-faktura and replace them with a new solution”, “ in Sweden, our bank services provider has already 
started the transition to the P27 Bill Payment Solution to replace Bankgirot for invoice payments services”, “ the 
einvoice solution in Sweden will be phased out”).  
74  For completeness, concerns related to P27’s ability to market other not-yet-defined Layer 2 services in the future 
that could have been developed independently by the banks and, in the absence of competition, offering them in 
higher prices given that the detailed pricing model for P27’s Layer 2 services has not been settled yet. However, 
both the Commission and the company expressing concern acknowledge that (i) those concerns are rather uncertain 
at this stage; (ii) the pricing concerns is not really merger specific; and that (ii) the Transaction would most likely 
lead to cost and efficiency advantages. Besides, should the above concerns materialise, national competition 
authorities could potentially intervene in the future, as such restriction would unlikely qualify as ancillary restrictions, notably because they would not be “necessary to the implementation” of the Transaction in the sense 
that the Transaction could be implemented in the absence of such restrictions.  
75  Response to question 62 of questionnaire Q1 to market participants.   
 
17 6.2 Assessment of the v ertical effects  
6.2.1 Introduction  
(64) As previously explained, the Transaction gives rise to three vertical links between  the 
provision of :  
− Layer 1 services ( upstream ) and Layer 2 services ( downstream ); 
− Layer 1 services ( upstream ) and payment services to end -customers ( downstream ); and 
− Layer 2 services ( upstream ) and payment services to end -customers ( downstream ). 
(65) The Commission Guidelines on the assessment of non -horizontal mergers under the Council 
Regulation o n the control of concentrations between undertakings (the “Non -Horizontal 
Merger Guidelines”)76 distinguish between two main ways in which vertical mergers may 
significantly impede effective competition, namely input foreclosure and customer 
foreclosure.  
(66) For a Transaction to raise input foreclosure competition concerns, the merged entity must 
have a significant amount of market power upstream.77 In assessing the likelihood of an 
anticompetitive input foreclosure strategy, the Commission has to examine whethe r (i) the 
merged entity would have the ability to substantially foreclose access to inputs, (ii) whether 
it would have the incentive to do so, and (iii) whether a foreclosure strategy would have a significant detrimental on competition downstream.
78 
(67) For a T ransaction to raise customer foreclosure competition concerns, it must be the case 
that the vertical merger involves a company which is an important customer with a 
significant degree of market power in the downstream market.79 In assessing the likelihood 
of an anticompetitive customer foreclosure scenario, the Commission has to examine whether (i) the merged entity would have the ability to foreclose access to downstream 
markets by reducing its purchases from its upstream rival s, (ii) whether it would have the 
incentive to reduce its purchases upstream, and (iii) whether a foreclosure strategy would 
have a significant detrimental effect on consumers in the downstream market.
80  
(68) In the remainder of this Section , the Commission will analyse the vertical links arising from 
the Transaction against th e above framework . 
6.2.2 Vertical link between  the Layer 1 and Layer 2 markets  
(69) The Transaction gives rise to a vertical link between the Layer 1 services (payment clearing 
services) provi ded by P27 (and Bankgirot) ( upstream ) and the Layer 2 services (value added 
payment services, such as invoice payment services) provided by P27 including Bankgirot (downstream ). 
 (a) The Parties’ views  
(70) The Parties do not discuss in detail the vertical link arising from the Transaction between the 
provision of Layer 1 and Layer 2. They only submit that the P27 Bill Payment Solution will 
be “rail-agnostic ”, i.e. that Layer 2 services can be processed by cl earing systems other than 
                                                 
76  OJ L24, 29.1.2004, p.1 . 
77  Non-horizontal  Merger Guidelines,  para.  35. 
78  Non-horizontal  Merger Guide lines,  para.  32. Each of these points will be analysed separately although the 
Commission recognises that they are intertwined.  
79  Non-horizontal Merger Guidelines, para. 61.  
80  Non-horizontal Merger Guidelines, para. 59.  
 
18 the P27 Clearing System. In other words, the P27 Clearing System and P27 Bill Payment  
Solution will not be integrated solutions. […] .81 
 (b) The Commission’s assessment  
Assessment of the risk of input foreclosure  
(71) During the pre -notification phase, one market participant  contacted by the Commission  
expressed concerns about the Transaction claiming that the vertical link between the Layer 1 
and Layer 2 markets arising from the Transaction would lead to a risk of foreclosure of 
third-party providers of Layer 2 services (input foreclosure). In particular, th is participant 
feared that providers of Layer 2 services may be excluded (i) from future opportunities to 
supply P27 with technical services related to the Layer 2 services and (ii) from having 
access to  the P27 Clearing System ( Layer 1 ) to provide Layer 2 services. According to the 
comp any; the above risk of foreclosure is mainly due to three factors:  
a. The increased  vertical integration  resulting from the Transaction , with P27 having the 
ability and incentive to offer integrated Layer 1 and Layer 2 services/solutions , which 
could lead to t he creation of an integrated ecosystem and, thus, prevent third -party 
providers  to compete effectively with P27 and the Parent Companies ;  
b. The choice of Mastercard as P27 partner  for the Layer s 1 and 2, which would enable 
Mastercard to be present throughout the entire payment value chain  in the Nordics (both 
for card and A2A payments ). According to th is company, this constitutes a major 
competitive advantage and a unique market position that may enable Master card to 
prevent third -party provider to compete on the same level playing field for the provision 
of Layer 2 services in the Nor dics;  
c. The consolidation of a large share of the payment volumes at pan- Nordic level  resulting 
from the Transaction and the partnership with Mastercard, which would make difficult 
for a ny players willing to enter the Nordic markets to build sufficient volumes , which 
would be all the more problematic considering that, i n the payment value chain, 
profitability depends on the volumes of transactions processed.  
(72) The market investigation did not confirm the above claims and, for the reasons set out below, the Commission  conclude s that the vertical link arising from the Transaction 
between the provision of Layer 1 services ( upstream ) and Layer 2 services ( downstream ) 
does not raise serious doubts as to the compatibility of the Transaction with the internal 
market and with the EEA Agreement.  
(73) First , as previously indicated, the Commission found that access  conditions  to the Layer 1 
for PSPs are protected  by the existence of regulatory requirements of open access and 
FRAND terms applicable to the P27 Clearing System (see Section 6.2. 3), which limits P27’s 
ability to engage in a foreclosure strategy . 
(74) Moreover , the evidence on  file suggests that, in terms of ability to foreclose, the situation 
post-Transaction is largely similar  to the situation pre -Transaction : 
a. It is not clear to what extent the Transaction will materially increase the level of vertical 
integration between the Layer 1 and Layer 2 services in the Nordics. The feedback 
received from the market in that respect is very mixed.82 In particu lar, several market 
participants stressed that, already pre- Transaction, in Sweden, the Layer 1 and Layer 2 
markets are dominated by the same player ( i.e. Bankgirot) and that the same applies in 
                                                 
81  Form CO, paras. 247 and 266. For instance, the Parties explain that P27’s future Layer 2 offering could potentially 
include fraud monitoring solutions and that such solutions would unlikely be rail -agnostic as they would need to 
use the data that is being processed via the P27 Clearing System.  
82  Responses to question 60 of questionnaire Q1 to market participants.  
 
19 Denmark  and Norway with Mastercard (see Tables 3 and 4). As regards Finland, the 
Commission notes that, although  there is no vertically integrated player pre -
Transaction, it is not clear that the vertical integration of P27 will have a material 
impact in this Eurozone count ry where the upstream Layer 1 market is currently 
dominated by pan -European clearing systems, which are expected to coexist with the 
P27 Clearing System rather being phased out (see Section 6.1.1 and Table 3). The 
Commission also notes that , in contrast to  its initial claim s, the same company which 
initially raised concerns  stated in response to the Commission’s questionnaire that it 
“does not know ” whether the Transaction would increase the level of integration 
between the two layers  as it will depend on v arious factors (such as the “ rule books for 
Layer 2 services ”);83 
b. a large majority of respondents considers the barriers to entry in the Nordic markets for 
Layer 2 services will not increase as a result of the Transaction.84 In this respect, the 
Commission a lso notes that, the company which raised concerns  did not reiterate its 
initial claim according to which the consolidation of the Nordic payment volumes 
resulting from the Transaction will increase the barriers to entry. In contrast, the same 
company stated in response to the Commission’s request for information  that it “ does 
not know ” whether the Transaction would increase the barriers to entry (with no 
mention of the payment volume consolidation).85  
(75) Second, in terms of incentive s to foreclose , the C ommission notes that internal documents of 
the Parties indicate that P27 will not have an incentive to engage in a foreclosure strategy. P27’s business plan states that: [P27’s future market strategy regarding Layer 2 services] .
86 
In addition, according to P27’s Business Plan, the Layer 2 services falling within the scope 
of P27 will only include value -added payment services “ that benefit from a Nordic scale and 
scope ” and that all other value -added payment services build on top of the P27 Clearing 
System, c onstitute “Layer 3 services” that [P27’s future market strategy regarding services]  
and whose development [P27’s future market strategy regarding services] .87  
(76) Moreover , the company  express ing concerns  in pre -notification claims that the Parties may 
favour Mastercard for the provision of technical services relating to P27’s future Layer 2 
solutions, which could lead to the foreclosure of third -party providers. In this respect, the 
Commission observes that, even if there was the ab ility to foreclose, it is not evident that the 
Parties would have any incentive to engage in such a foreclosure strategy, which would 
mainly benefit Mastercard, rather than the Parent Companies . Indeed, the Parent 
Companies’ incentive is instead to choose the most cost -efficient and highest quality 
technical service provider for P27, to increase the attractiveness of the platform . In any 
event, the Commission considers that the choice of Mastercard as P27’s partner (for the 
provision of the underlying infra structure) is the result of P27’s procurement process 
(including an open competitive tender process in relation to the Layer 1) and, therefore, not merger specific.  
(77) Finally , as regards the effects, the Commission notes that  market participant s did not  echo 
the concerns raised  in the pre -notification phase .88 Market participants do not expect the 
Transaction to have a negative impact on the Layer 2 market. In fact, most of them 
anticipate efficiencies. Moreover, several market participants stressed that competition in the 
Layer 2 market is expect to increase in the coming years as a result of the implementation  of 
the PSD2.  
                                                 
83  Responses to question 60 of questionnaire Q1 to market participants.  
84  Responses to question 51 of questionnaire Q1 to market participants.  
85  Responses to question 60 of questionnaire Q1 to market participants.  
86  Form CO, Appendix 11 (emphasis added).  
87  Form CO, Appendix 11 (emphasis added), Sections 4.3 and 13. See also Section 4.2, which states that P27 will 
only offer Layer 2 services [P27’s future market strategy regarding Layer 2 services].  
88  Only one respondent raised similar concerns, in particular linked to the choice of Mastercard as the technical 
partner of P27, which, as mentioned is not merger specific.  
 
20 Assessment of the risk of customer foreclosure  
(78) The Commission considers that no risk of customer foreclosure arise s from the vertical link 
between the provision of Layer 1 services ( upstream ) and Layer 2 services ( downstream ) in 
the Nordics given (i) the lack of upstream competitors to foreclose due to the monopolistic 
nature of the upstream Nordic Layer 1 markets (see  Section 6.1 .1) and (ii) the fact that none 
of the respondents to the market investigation raised concerns related to such a risk.  
(c) Conclusion 
(79) In view of the above considerations, the Commission conclude that the vertical link between 
the provision of Layer 1 services ( payment clearing services) ( upstream ) and the provision 
of Layer 2 services (value added payment services, such as invoice payment services) 
(downstream ) does not raise serious doubts as to the compatibility of the Transaction with 
the in ternal market and with the EEA Agreement.  
6.2.3 Vertical link between  the (upstream) supply of clearing services (Layer 1) and the 
(downstream) supply of payment services to end- customers  
(80) The Transaction gives rise to a vertical link between the provision of payment clearing 
services  (Layer 1) by P27 and Bankgirot (upstream ) and the provision of payment services 
to end -customers by the Parent Companies (downstream ). 
 (a) The Parties’ views  
(81) The Parties submit that the above vertical link  does not raise any risk input foreclosure for 
the following main reasons.89  
(82) First , the Parties would not be able to foreclose downstream rivals on the grounds that (i) 
the P27 Clearing System will be subject to open access and neutrality regulatory 
requirements ; (ii) the Transaction documents  expressly provide that all PSPs fulfilling 
objective criteria  (i.e. the eligible direct participants )90 shall be granted access to the P27 
Clearing System on objective, FRAND terms  (including in relation to the pricing)  and that 
all of them shall be treated equally  irrespective of whether it is a Parent Company or a third 
party ;91 and (iii) the P27 Clearing System will be operated based on an open rulebook ow ned 
and managed by an independent third party association , namely the Nordic Payments 
Council (the “NPC”).92  
(83) Second, the Parties  argue that  the implementation of a customer foreclosure strategy would 
not be in their interest as it could undermine the success of  the P27 Clearing System, whose 
business case  relies on third -party volumes to achieve network effects  and scale efficiencies , 
which is the reason why the participation model of the P27 Clearing System has been 
designed as being as inclusive as possible .  
(84) Finally , the Parties claim that the provision of clearing services has a limited impact on the 
downstream market for the provision of payment services to end- customers . In their view, 
                                                 
89  Form CO, paras. 604 and ff. (The Parties do not discuss the risk of customer foreclosure.  
90  The Parties explained that the participation to the P27 Clearing System will be open to all entities that fulfil 
objective access criteria (such as compliance with the PSD2 and with the regulatory requirements i n relation to 
capital and liquidity), which are needed to protect the payment systems against financial risks. The market players 
that do not fulfil the above participation requirements can be an indirect participant, relying on a direct participant 
to access the P27 Clearing System, under terms and conditions agreed bilaterally.  
91  P27 SHA, Articles 2.4.1 and 2.4.3 (Appendix 11 to the Form CO). See also Schedule 2.4 to the P27 SHA, Art.  6: 
“the Company [P27] will under the participation agreement commit to  apply the same unit transaction fees for all 
Participating Entities”.  
92  See P27 SHA, Preamble recital I (Appendix 11 to the Form CO): “The rulebooks will be managed by a separated rulebook management forum, fully detached from the governance of the Company [P27], to ensure openness 
towards all interested payment service providers and other relevant stakeholders”.  
 
21 clearing services are underlying services offered to all PSPs , which do not constitute a 
differentiating parameter of competition on the downstream market  and, thus, do not  impact  
the end -customers’ choice of PSPs. T he Parties further submit that the competitive 
conditions on the upstream Layer 1 market will remain unchanged post -Transaction and that 
the establishment P27 will lead to significant efficiencies for Layer 1 customers  (e.g. improved 
costs and quality of services)  (see Section 6.1.1 ). 
 (b) The Commission’s assessment  
Assessment of the risk of input foreclosure  
(85) The market investigation generally confirm s the Parties’ claims and, for the reasons set out 
below, the Commission  conclude s that the vertical link arising from the Transaction 
between the provision of payment clearing services ( upstream ) and p ayment services to end -
customers ( downstream ) does not raise serious doubts as to the compatibility of the 
Transaction with the internal market and with the EEA Agreement.  
(86) First , the Commission found that the Parties would not have the ability to foreclose the 
access to the P27 Clearing System given the existence of open access and FRAND 
regulatory requirements applicable for the provision of payment clearing services in the 
Nordics. This was confirmed by both the market participants and the Nordic  financial 
regulators .93 More specifically :  
− in Sweden, (i) the Swedish Securities Markets Act (Chapter 20) and the Swedish 
Payment Services Act (Chapter 7)  provide respectively that (i) clearing systems 
established under Swedish law (such as the Bankgirot and P27 clearing systems) are 
subject to open access and neutrality requirements and (ii)  entities responsible for a 
payment system must ensure that their participation requirements are objective, non -
discriminatory and proportionate.  The Swedish FSA expre ssly confirmed that above 
requirements are already applicable today to Bankgirot and will also apply to P27;94 
− in Denmark , pursuant to the Danish Capital Market Act, clearing systems registered at 
national level are subject to open access an d FRAND requirem ents, under the 
supervision and oversight of the Danish central bank. Being a Swedish  company, P27 is 
not automatically subject to the above domestic  legislation. However, the Danish central 
bank indicated that, “ in the negotiations between P27 and Danmark s Nationalbank, it 
has [already] been agreed that P27’s clearing of payments in Denmark will be subject 
to Danish law ”. In other words, P27 has to register in Denmark and to obtain a Danish 
clearing license,  and will thus become subject to the Danish open access and FRAND 
requirements ;95  
− in Finland,  the Finnish regulator explained that the Layer 1 activities of P27 will be 
subject to the European Central Bank’s oversight principles , including in particular 
principle 18 on “ Access and participation requirements ” pursuant to which “ [a financial 
market infrastructure] should have objective, risk -based, and publicly disclosed criteria 
for participation, which permit fair and open access ”.96 Similarly, the Parties also 
submit that P27 will be subject to o pen access and FRAND requirement laid down in 
Article 16 of the Regulation of the European Central Bank n° 795/2014 on oversight requirements for systemically important payment systems (applying to  all systemically 
important payment systems in the Eurozone ); and  
                                                 
93  Responses to question 15 of questionnaire Q1 to market participants and Responses to question 1 of the 
questionnaires to the Nordic financial  regulators dated 07.06.2021.  
94  Responses to question 1 of the questionnaires to the Nordic financial regulators dated 07.06.2021.  
95  Responses to question 1 of the questionnaires to the Nordic financial regulators dated 07.06.2021.  
96  Responses to questi on 1 of the questionnaires to the Nordic financial regulators dated 07.06.2021.  
 
22 − in Norway, the Norwegian Payment Systems Act (S ection s 5-2 and 5- 3) implementing 
the PSD2 provides that rules on access of authorised or registered PSPs to payment 
systems shall be objective, non -discriminatory and proportionate and not inhibit access 
more than is necessary to safeguard against specific risks. The above rules do not apply 
to payment systems designated by Norway pursuant to the Settlement F inality Directive 
98/26/EC  (P27 could potentially fall within this category).  However, in such a case, the 
regulation still requires (direct) participants in the designated payment system to allow 
requesting PSPs (that are not direct participants) to pass transfer orders through the 
designated payment system in an objective, proportionate and non- discriminatory 
manner .97 
(87) Moreover, almost all respondents confirmed that the NPC, i.e.  the Swedish non -profit 
association founded by national banking associations  owning and managing the scheme 
rulebook (i.e. the set of rules regulating the payment  scheme , including in terms of access to 
the system ) used in the P27 Clearing System, is sufficiently independent from the Parties .98  
(88) As a result of the above, the vast majority of market participant considers that, post-Transaction, the Parent Companies would not have the ability to restrict the access of 
competing banks and PSPs to the P27 Clearing System .
99 
(89) Second,  the evidence in the Commission’s file largely confirm s that the Parent Companies  
would have no incentive to engage in input foreclosure as it could undermine the success of 
the P27 Clearing System , which depends on the combined volumes of the Parent 
Companies , third-party banks and other  PSPs  to achieve the optimal network effects  and 
scale efficiencies. This is corroborated by the Parties’ internal document s, including P27’s  
business plan, which states that: [P27’s Participation model strategy] .100 For instance, the 
Parties explained that to avoid any preferential treatment of the Parent Companies, the P27 
Clearing System will apply to all customers a cost- plus distribution model, which will be 
fully transparent (with publicly available principles and computation methodology).  In line 
with the above , the vast majority of respondents consider that the Parties would have no 
incentive to restrict the access to the P27 Clearing System to competing banks and PSPs .101  
(90) Finally , none of the market participants  express ed specific concern s about the above vertical 
link. On the contrary, virtually all of them expect the Transaction to have a positive or 
neutral impact on the concerned markets and on their business .102 
Assessment of the risk of customer foreclosure   
(91) As illustrated in Table 5, the Parent Companies are amongst the largest banks in the Nordics 
and account together for a very large share of the downstream Nordic markets for the 
provision of payment services to end- customers.103  
                                                 
97  Responses to questions 15.4 and 15.5 of questionnaire Q1 to market participants.  
98  Responses to question 30 of questionnaire Q1 to market participants. See also (i) the preamble of P27 SHA, 
recital  I: “the rulebooks will be managed by a separated rulebook management forum, fully detached from the 
governance of the Company [P27], to ensure openness towards all interested payment service providers and other 
relevant stakeholders. ” (Appendix 11 to the Form CO) and (ii) P27’s business plan referring to the “clear 
separation of scheme management (NPC) and operational activities (P27)” and to the fact that NPC is “an 
independent entity […] separate from the P27 Nordic Payments Platform” (Appendix 11 to the Form CO).  
99  Responses to question 15 of questionnaire Q1 to market participants.  
100  Appendix 11 to the Form CO.  
101  Responses to question 30 of questionnaire Q1 to market participants.  
102  Responses to questions 31, 63, 64 of questionnaire Q1 to market participants.  
103  Most of the Parent Companies with the exception of Danske Bank, and Handelsbanken (save for Finland) are unable to provide marker shares segmented between corporate and retail payments. The Parties confirmed that to 
the best of their knowledge (i) SEB, Swedbank, OP and Nordea’s market shares would not materially differ from 
those for the overall market for domestic transfers in each of the relevant countries and (ii) Handelsbanken’s 
market share in Finland would not materially differ from those for domestic transfers in Finland. This is confirmed 
 
 
23 TABLE  5  –  MARKET SHARES FOR PAY MENT S ERVI C ES TO END -C US TO MERS (2019)104 
Provider Denmark  Finland  Sweden  Norway  
Domestic  International  Domestic  International  Domestic  International  Domestic  International  
Danske 
Bank [30-40]% [20-30]% [10-20]% [10-20]% [0-5]% [0-5]% [0-5]% [0-5]% 
Handelsbanken  [0-5]% [0-5]% [0-5]% [0-5]% [10-20]% [10-20]% [0-5]% [0-5]% 
Nordea  [10-20]% [20-30]% [20-30]% [20-30]% [10-20]% [10-20]% [10-20]% [5-10]% 
OP - - [30-40]% [30-40]% - - - - 
SEB  [0-5]% [0-5]% [0-5]% [0-5]% [10-20]% [10-20]% [0-5]% [0-5]% 
Swedbank  [0-5]% [0-5]% [0-5]% [0-5]% [30-40]% [20-30]% - - 
combined  [50-60]% [50-60]% [80-90]% [70-80]% [80-90]% [70-80]% [10-20]% [10-20]% 
Others  [50-60]% [40-50]% [20-30]% [20-30]% [10-20]% [20-30]% [80-90]% [80-90]% 
Source: Form CO, Appendix 33  
(92) However, the Commission notes that (i) given the monopolistic nature of the upstream 
Nordic clearing markets (see Section 6.1.1), there would be no upstream competitors to 
foreclose and that (ii) none of the respondents to the market investigation raised concerned 
related to such a risk. Therefore, the Commission considers that no risk of customer 
foreclosure arise from the vertical link between the provision of clearing services ( upstream ) 
and the provision of payment services to end -customers ( downstream ) in the N ordics.   
 (c) Conclusion 
(93) In view of the above considerations, the Commission conclude s that the vertical link 
between the provision of payment clearing services by P27 including Bankgirot  (upstream ) 
and the provision of payment services to end- customers by the Parent Companies 
(downstream ) does not raise serious doubts as to the compatibility of the Transaction with 
the internal market and with the EEA Agreement.  
6.2.4 Vertical link between the (upstream) supply of A2A invoice payment services  (Layer 2) and  
the (downstream) supply of payment services to end- customers  
(94) The Transaction gives rise to a vertical link between the A2A invoice payment services 
provided by P27 and Bankgirot ( upstream ) and the payment services provided by the Parent 
Companies to end- customers ( downstream ). 
 (a) The Parties’ views  
(95) The Parties submit that the above vertical link does not raise any risk input foreclosure for 
the following main reasons.105  
(96) First , they argue  that they would be unable to foreclos e third-party banks and PSPs that are 
willing to offer to their end -customers payment services  based on the P27 Bill Payment 
Solution . The Parties explain that, under the Transaction documents , access to P27 ’s Layer 2 
services (including the P27 Bill Payment Solution)  shall  be provide d on FRAND terms 
(including in relation to pricing)  to all PSPs fulfilling objective criteria  (i.e. eligible direct 
participants ), which shall be treat ed equally irrespective of whether they are a Parent 
Compan y or a third part y.106 The Parties also stress that the requirements defining the 
eligible direct participants will be objectively justified, i.e . P27 will only apply legitimate 
regulatory and technical requirements that are strictly necessary to secure the integrity and 
                                                                                                                                                      
by the fact that where the information (for Danske Bank and Handelsbanken) is provided, the market shares of the 
companies generally do not differ materially.  
104  In terms of volume of transaction.  
105  Form CO, paras. 772 and ff. The Parties do not discuss the risk of customer foreclosure.  
106  P27 SHA, Articles  2.4.1 and 2.4 .3, as well as Schedule 2.4 (Appendix 11 to the Form CO).  
 
24 security of P27’s Layer 2 solution s.107 Moreover, the Parties  stated that the regulatory 
requirement of open access and FRAND terms applicable to the Layer 1 (see Section 6. 2.3) 
will also apply to Layer 2 services related to the P27 Clearing System. That being said, 
according to them , not all the Layer 2 services provided by P27 will automatically fall 
within this category as it will depend on an analysis of the specific service, which will be 
subject to discussions with the relevant financial regulators.  
(97) Second, the Parties further s ubmit that the competitive conditions on the upstream Layer 2 
market s will in fine  remain unchanged post -Transaction (see Section 6.1.2).  
(98) Finally , it is also claimed that t he introduction of  the P27 Bill Payment Solution will lead to 
significant efficiencies (e.g. in terms of costs and quality of services) (see Section 6.1.2 ). In 
particular, the Parties submit that  the P27 Bill Payment Solution will be pro -competitive as 
it will enable its (direct and indirect) participants ( i.e. banks and other PSPs) to create on top 
of it new and differentiated payment services offerings to end -customers (with e.g.  different 
services, prices, terms and conditions ), which will increase competition on the downstream 
market for payment servi ces. 
 (b) The Commission’s assessment  
Assessment of the risk of input foreclosure  
(99) The market investigation generally confirms the Parties’ claims and, for the reasons set out 
below, the Commission  conclude s that the vertical link arising from the Transaction 
between the provision of A2A invoice payment services ( upstream ) and payment services to 
end-customers ( downstream ) does not raise serious doubts as to the compatibility of the 
Transaction with the inter nal market and with the EEA Agreement .  
(100)  First , the Commission found that the Parties would not have the ability to restrict the access 
of third parties to P27’s Layer 2 services (including the P27 Bill Payment Solution). Indeed, 
the market investigation re vealed that, post -Transaction, P27 will be subject to regulatory 
obligations requiring it to provide its Layer 2 services (including the P27 Bill Payment 
Services ) to all PSPs fulfilling objective criteria  (i.e. eligible direct participants ) on FRAND 
terms . This was confirmed by virtually all respondents, including the Nordic financial 
regulators.108 In particular :  
− in Sweden,  the Swedish FSA expressly confirmed that all Layer 2 services performed by 
a clearing organisation  (including the P27 Bill Payment Solution ) are considered as  
“activities related to the clearing organisation ” and, thus,  subject to the above open 
access and FRAND requirements.109 In case of breach of the above requirements, the 
Swedish FSA could impose penalty fees to P27 or, in case of a very serious infringement , decide to withdraw P27’s clearing license ;
110 
                                                 
107  The market players that do not fulfil the above participation requirements can be indirect participants, relying on a 
direct participant to access P27’s Layer 2 solution, under terms and conditions agreed bilaterally.  
108  Responses to questions 42, 43.1 and 57 of questionnaire Q1 to market participants and Responses to the 
questionnaires to the Nordic financial regulators dated 07.06.2021, 16.06.2021 and 22.06.2021.  
109  Responses to the questionnaires to the Nordic financial regulators dated 07.06.2021 (question 2), 16.06.2021 
(question 1) and 22.06.2021 (question 1). The Parties do not dispute the above but submit that not all the Layer 2 
services provided by P27 will automatically fall within this category and that it “will depend on an analysis of the 
speci fic service , which will be subject to discussions with the relevant financial regulators” (Form CO, fn. 294, 
emphasis added). This caveat notably reflects the fact that the scope and the content of the future Layer 2 services 
of P27 are still rather uncertain as they are not precisely defined yet. That being said, the Commission notes that the Swedish FSA expressly indicated that the above open access and FRAND requirements already apply to 
Bankgirot’s Layer 2 services and will apply to the P27 Bill Payment Solution.  
110  Responses to question 1 the questionnaires to the Nordic financial regulators dated 22.06.2021.  
 
25 − in Denmark , Finland and Norway,  the existence of domestic regulatory requirement s of 
open access and FRAND terms applicable to P27’s Layer 2 services is less clear .111 In 
particular, the Danish regulators indicated that P27 Layer 2 services will be subject to 
the national requirement of open access and  FRAND applicable to the Layer 1 “ in the 
event that the Level 2 services are considered payment systems ”,112 which will depend 
on the exact scope and content of the Layer 2 services offered by P27.  The Finnish FSA 
indicated that, although there is no domestic legislation regulating the provision of 
Layer 2 services , “if there were any reason to believ e that the access were not open” , it 
could and would “take actions ”.113  
(101)  In any event, the evidence on file indicates  that the Swedish regulatory requirements of open 
access and FRAND terms applicable to P27’s Layer 2 services will most likely be 
implemented by P27 in all the Nordic  countries  where P27 is active , including Denmark, 
Finland  and potentially Norway . This argument raised by the Parties is corroborated by t he 
feedback received from the Nordic FSAs.114 This is because, although, from a strict legal 
point of view , the Swedish regulation is only applicable in Sweden , in practice , it is very  
unlikely that P27 would apply different terms and conditions depending on the Nordic 
countries knowing that the purpose of P27 is precisely  to establish a pan -Nordic cross -
border payment platform .  
(102)  In addition , the market  investigation  revealed that the Nordic financial regulators are closely 
cooperating for the supervision  and oversight of P27’s Layer 1 and Layer 2 services.  For 
instance, the Danish central bank  explained that “ the Nordic authorities have already met 
several times and are expected that a formalised cooperation will be developed after P27 has obtained their licence in Sweden” . Similarly , the Finnish FSA explained that  it is 
“participating in the N ordic supervision and oversight cooperation” and that  “through this 
cooperation with our Nordic colleagues FIN -FSA could take action [if P27’s Layer 2 were 
not open  to all market participants]” .
115 
(103)  As a result of the above, a large majority of market participants  considers that, post -
Transaction, the Parent Companies would not have the ability to restrict the access of 
competing banks and PSPs to the P27 Bill Payment Solution .116 
(104)  Second,  in terms of incentive s, most respondents (including both market participants and 
Nordic financial regulators ) indicated that it would not be in the Parent Companies’  interest 
to restrict the access to the P27 Bill Payment Solution .117 For instance, competing banks 
stated that “ There have to be non- discriminatory terms if P27 wants to succeed”  and that 
“the P27 solution relies and scale as the enabler for profitability. [ …] there would be little 
incentive to restrict access to other than the founders of P27” .118 Similarly , Nordic financial 
regulators indicated that “ neither P27 nor its parent companies will likely have any incentive 
to restrict access to their own solution ” and that “ it is in P27’s own interest to increase the 
volume in the system, i.e. they do not seem to have an interest in restricting the access ”.119 
The Parent Companies’ incentives to open up P27’s Layer 2 services is also illustrated by 
                                                 
111  Responses to questions 42 of questionnaire Q1 to market participants and Responses to the questionnaires to the 
Nordic financial regulators dated 07.06.2021, 16.06.2021 and 22.06.2021.  
112  Responses to question 2 of the questionnaires to the Nordic financial regulators dated 07.06.2021.  
113  Responses to the questionnaires to the Nordic financial regulators dated 07.06.2021 (question 2) and 22.06.2021 (question 1). In such a case, the intervention of the Finnish FSA would take place in the context of the Nordic 
supervision and oversight cooperation (see recital (102)).  
114  Responses to the questionnaires to the Nordic financial regulators dated 07.06.2021 (question 1) and 22.06.2021 
(question 2).  
115  Responses to questionnaires to the Nordic financial regulators dated 07.06.2021 (question 3) and 22.06.2021 
(question 1).  
116  Responses to question 57 of questionnaire Q1 to market participants.  
117  Responses to question 57 of questionnaire Q1 to market participants and Responses to question 2 of the questionnaires to the Nordic financial regulators dated 07.06. 2021.  
118  Responses to question 57 of questionnaire Q1 to market participants.  
119  Responses to question 2 of the questionnaires to the Nordic financial regulators dated 07.06.2021.  
 
26 the Transaction documents, pursuant to which access to these services shall be provided on 
FRAND terms to all eligible direct participants, w ith no distinction betwe en the Parent 
Compan ies and third part ies.120 
(105)  Third , the Commission found the Parties are currently envisaging to restrict the possibility 
for some specific PSPs, namely non -banks PSPs , to become direct participants of  the P27 
Bill Payment Solution. Under this so -called “ coupled model ”, non -bank PSPs  would only be 
able to become indirect participants ( i.e. relying on an intermediary  that is a direct 
participant). According to internal documents , this coupled model could pot entially have a 
negative  impact  on competition ( in terms e.g.  of innovation and the P27 Bill Payment 
Solution’s uptake and market reach ).121 However, the market investigation revealed that  such 
restrictions (i) might be objectively justified notably to ensure sufficient protections against 
fraudulent or illegal payments  (this claim raised by the Parties was largely confirmed by 
both market participants and the Nordic financial regulators );122 and (ii) would lack merger -
specificity since, already pre- Transa ction, non -banks PSPs may be subject to similar 
restrictions (both with respect to Layer 1 and Layer 2 services) , which, under  certain 
circumstances , may be authorised by the regulatory frameworks applicable in the Nordics 
(including PSD2) .123  In any event,  it is not clear that indirect participants would be less 
competitive than direct participants. The feedback received  during the market investigation  
is very mixed in that respect . In particular, a non -bank PSP stated that “ market competition  
gives enough options for indirect participants to partner for P27 services, and thus will 
secure competitive position ”.124 
(106)  Finally , subject to very limited  exceptions, no market participants expressed specific 
concerned about the above vertical link. On the contrary, most of them expect the 
Transaction to have a positive impact on the concerned markets and on their business .125 
Assessment of the risk of customer foreclosure  
(107)  The Commission considers that no risk of customer foreclosure arise from the vertical link 
between  the provision of A2A invoice payment services ( upstream ) and the provision of 
payment services to end -customers ( downstream ) in the Nordics. Indeed, although  the 
Parent Companies account together for a very large share of the downstream markets (see 
Table  5 above), the Commission notes that (i) given the monopolistic nature of the upstream 
Nordic market for A2A invoice payment services (see Section 6.1.2), there would be no 
upstream competitors to foreclose and that (ii) none of the respondents to the market 
investigation raised concern s related to such a risk.  
 (c) Conclusion 
(108)  In view of the above considerations, the Commission conclude  that the vertical link between 
the provision of A2A invoice payment services by the JV ( upstream ) and the provision of 
payment services to end -customers by the Parent Companies ( downstream ) does not raise 
serious doubts as to the compatibility of the Transaction with the internal market and with 
the EEA Agreement.  
                                                 
120  P27 SHA, Articles  2.4.1 and 2.4.3, as well as Schedule 2.4 (Appendix 11 to the Form CO).  
121  20201211 Advisory Board v2, p.17 2021-02-05 Advisory Board v1, p.5.  
122  Responses to question 59 of questionnaire Q1 to market participants and Responses to question 2 of the 
questionnaires to the Nordic financial regulators dated 07.06.2021.  For instance, a Nordic Financial Regulator 
explained that “concerns [over know-your-customers, anti -money-laundering and counter terrorism financing  
rules] are difficult to eliminate given the differences in customer relations between the two types of entities”.  
123  See e.g. responses to questions 3 and 4 of the questionnaires to the Nordic financial regulators dated 22.06.2021.  
124  Responses to question 58 of questionnaire Q1 to market participants.  
125  Responses to questions 61 to 64 of questionnaire Q1 to market participants.  
 
27 6.3 Assessment of the cooperative effects of the JV  
(109)  Under Article 2(4) of the Merger Regulation, where the creation of a full -function joint 
venture  has as its object or effect the coordination of the competitive behaviour of 
undertakings that remain independent, such coordination shall be appraised under Article  
101 TFEU. According to Article 2(5) of the Merger Regulation  the Commission shall take 
into account in particular: (i) whether parent companies retain, to a significant extent, 
activities in the same market (s) as the joint venture or in a market which is downstream , 
upstream , or neighbouring;  and (ii) whether the coordination which is the direct 
consequence of the creation of the joint venture affords the undertakings concerned the 
possibility of eliminating co mpetition in respect of a substantial part of the products or 
services in question.  
(110)  Post-Transaction, the Parent Companies will retain their activities in the retail and corporate  
banking markets , including in particular the market for payment services , which are 
downstream of the markets where P27 (including Bankgirot) will be active .  
(111)  However,  the Commission considers that the Transaction does not give rise to serious 
doubts as to its compatibility with the internal market and with the EEA Agreement as a  
result of cooperative effects.   
(112)  First , the Commission notes that no market participants expressed concerns about a 
potential risk of cooperative effects resulting from the Transaction.  
(113)  Second, the structure of  the relevant markets are not conducive to coordination between the 
Parent Companies . First, there is a relatively high number of parent companies  (i.e. six), 
with asymmetric  market shares in payment services  to end -customers and different 
geographic footp rints in the Nordic s (see Table 5 above) , which makes coordination less 
likely . In addition, post -Transaction, the Parent Companies will continue facing other 
competitors accounting for a large share of the markets for payment services  to end -
customers in each Nordic countries (see Table 5 above) .  
(114)  Third , the comparison between the (expected ) turnover of P27 with the turnover of the 
Parent Companies (in total and in the market for payment services) show that the activities 
of P27 are not economically significant  in compari son.126  
(115)  Fourth, any coordination would not be a direct consequence of the creation of P27 , which 
has its object the creation and operation of the P27 Clearing  System and related value -added 
services including invoice payment services  (as well as the operation of Bankgirot in 
Sweden until the roll- out of the P27) . In fact,  the Parent Companies have also implemented 
safeguards to prevent the exchange of commercially sensitive information.  P27 will only 
receive information from P27 participants, including the Parent Companies, that is strictly 
necessary (including information on payee and payer, bank account number, alias etc.) . P27 
will not have access to any competitively sensitive information  of partic ipants (including the 
Parent Companies) , such as  prices of to end  customers.   
(116)  Finally , in relation to Sweden specifically, any cooperation between the Parent Companies 
would lack merger -specificity , as pre -Transaction, five of the six Parent Companies (tho se 
with banking activities in Sweden) were already cooperating as shareholders of Bankgirot.  
                                                 
126  P27’s revenues are expected to be EUR [revenue forecast] at maturity in relation to clearing services. T he Parties 
indicate that revenue forecasts do not exist for P27’s Layer 2 services due to their premature development stage. 
However the Parties explicitly confirmed that the economic significance of P27 as a whole will be low compared to 
the (i) the total  net turnover achieved by the Parent Companies (approximately […] in 2019) or (ii) the turnover 
achieved by the Parent Companies in the downstream market for payment services (approximately […] in 2019).  
 
28 (117)  Based on the above considerations, the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market an d with the EEA 
Agreement in relation to potential cooperative effects of the joint venture . 
7. CONCLUSION  
(118)  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