Brussels, 29-IX-2006

SG-Greffe(2006) D/205460

To the notifying party

Dear Sir/Madam,

Subject: Case No COMP/M.4316- Atos Origin/ Banksys/ BCC

Notification of 25.08.2006 pursuant to Article 4 of Council Regulation No 139/2004 [1]

1. On 25.08.2006, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (“the Merger Regulation”) by which the undertaking Atos Worldline S.A.S. (“AW”, France) controlled by Atos Origin S.A. (“AO”, France) acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertakings Banksys N.V./S.A. (“Banksys”, Belgium) and Bank Card Company (“BCC”, Belgium) by way of purchase of shares.

2. After examination of the notification, the Commission has concluded that the operation falls within the scope of the Merger Regulation but does not raise serious doubts as to its compatibility with the common market and the EEA agreement.

I. THE PARTIES

3. AO is a France-based company which provides various information technology services such as consulting, systems integration and managed operations (including transaction processing services) to international clients across all sectors. As part of its business, AO processes transactions for credit and debit cards through its wholly owned subsidiary, named AW, which will be the vehicle for the transaction.

4. Banksys is a Belgian inter-bank company that specialises in the development and operation of integrated secure payment systems that facilitate financial transactions between consumers and merchants. Its activities cover almost the entire value chain of payment cards, from commercial acquiring services for the national debit card Bancontact/Mr Cash to transaction processing services and also include payment terminal-related services (sales and maintenance).

5. BCC is a Belgium-based company which mainly provides its customers with commercial acquiring services for international payment cards (Visa and MasterCard).

6. The parties argue that Banksys and BCC constitute a single economic unit. The shares of Banksys and BCC are currently owned by several Belgian banks, and in particular by Fortis Bank N.V. ("Fortis"), Dexia Bank België N.V. ("Dexia"), KBC Bank N.V. ("KBC") and ING België N.V. ("ING"), (the “Major Shareholders”) which jointly hold 90.9% of Banksys and 86.9% of BCC's capital and voting rights. The parties submit that the four major shareholders jointly control the Board of Directors of both companies and therefore jointly control both companies.

7. Both Banksys and BCC have each a Board of Directors and the 4 major shareholder-banks nominate the members of the Board of the two companies. Most of BCC's board members are also directors in the board of Banksys, so the same representatives of the four major shareholders determine the strategic commercial decisions of both companies ensuring that in practice Banksys and BCC operate as a single economic unit. When exercising their voting rights within the two companies, the representatives act together on the basis of the principle of consensus. In addition, the parties submit that the four major shareholders i) have founded Banksys and BCC by means of concerted action ii) have common incentives to align their behaviour within both companies iii) provide a vital contribution to the operation of both companies and iv) necessarily cooperate because they need each other to make Banksys and BCC joint ventures succeed.

8. The Commission is of the opinion that BCC and Banksys form a single economic unit. First, the same four shareholders exercise joint control over these companies. Second, Banksys and BCC have for a long time been co-operating in the processing of payment cards. BCC depends on Banksys […]. Third, BCC receives these processing services […]. Fourth, BCC and Banksys share staff and infrastructure. Fifth, the parties submitted that BCC and Banksys are not actual or potential competitors and that that the two entities provide different types of services. Indeed, the market investigation showed that the large majority of companies surveyed are of the opinion that the pricing of payment card acceptance by Banksys has not constrained the pricing of payment card acceptance by BCC and vice versa.

9. The investigation therefore supports the parties’ and the Commission’s views that BCC and Banksys are one single economic entity.

II. THE OPERATION

10. According to the share purchase agreement (“SPA”) signed on 19 July 2006, the major shareholders and a certain number of minority shareholders of Banksys and BCC undertook to sell their shares to AO. The major shareholders undertook to make their reasonable best efforts to convince the minority shareholders which have not signed the SPA on 19 July 2006 to join the SPA. Whatever the minority shareholders decide, AO will acquire sole control over Banksys/BCC.

III. CONCENTRATION

11. As AO will acquire sole control over Banksys/BCC the transaction constitutes a concentration within the meaning of Article 3 (1)(b) of the Merger Regulation.

IV. COMMUNITY DIMENSION

12. The proposed concentration has a Community dimension pursuant to Article 1 of the Merger Regulation because in 2005, the combined aggregate worldwide turnover of AO, Banksys and BCC was more than €5,000 million (AO: €5.459 million; Banksys: €301 million; SiNSYS N.V./S.A. ("SiNSYS"): €27.1 million; [2] BCC: €73 million) and the respective aggregate Community-wide turnover of AO and Banksys was more than €250 million each (AO: €4.991 million and Banksys: €293 million).

13. Although Banksys and BCC achieve more than two-thirds of their respective aggregate Community-wide turnover in Belgium, AO is active throughout Europe and does not realise more than two-thirds of its Community-wide turnover in any single Member State.

V. COMPETITIVE ASSESSMENT

14. In general, the overlapping activities between AO and Banksys/BCC are very limited. The only horizontal overlap would be on the markets for acquiring processing services and for issuing processing services for payment cards, which the parties consider as EU-wide. In addition, there exist a vertical relation between the EU market for transaction processing on which both AO and Banksys/BCC are active and which is upstream to the market for commercial acquiring services for national debit cards in Belgium on which Banksys/ BCC are active.

A. Relevant Product Market

Horizontally related markets: Processing services for payment cards

15. The notifying party submits that an autonomous market for transaction processing services should be identified and that this market could be further subdivided into a market for issuing processing and a second market for acquiring processing. Processing of payment card transactions essentially includes services of a technical nature such as the routing of transactions, requests for authorisations including the verification of stop lists (cards stolen and counterfeited), card identifications, generation of statements and invoicing etc.

16. The Commission previous case practice, as well as recent market research, in the Commission’s sector inquiry for payment cards in 2005, confirms that processing is a separate product market as compared to acquiring and issuing [3] which are essentially services of a financial nature. This is also the Commission’s view in the case at hand.

17. The market investigation has confirmed that processing is a product market distinct from commercial acquiring and commercial issuing and it indicated that the processing market might be further subdivided into a product market for issuing processing and a second market for acquiring processing due to different product characteristics. Issuing processing is the issuer oriented side of processing a card transaction. It mainly includes the financial and technical requests for payment authorization from the issuing entity, maintenance of local and international blocking lists, verification of card limits, management of card accounts, generation of cardholder statements and invoicing. Acquiring processing is the merchant oriented side of processing a transaction. It includes the network routing of payments towards the corresponding issuing entity and the POS authorisation.

18. However, the question whether issuing and acquiring processing are separate product markets can for the purpose of the current transaction be left open since the concentration does not raise serious doubts as to the existence of a significant impediment of effective competition on any of the alternative market definitions considered.

Vertically related markets: commercial acquiring services for national debit cards in Belgium

19. The parties argue that the EU market for transaction processing on which both AO and Banksys/BCC are active is upstream to the market for commercial acquiring services for national debit cards in Belgium on which Banksys/ BCC are active.

20. Commercial acquiring essentially enables merchants to accept payment cards at their POS (Point of Sale). Commercial acquirers sign contracts with merchants, maintain the merchant-customer relationship and pay merchants for their sales through cards.

21. The notifying party considers that the commercial acquiring market should be segmented according to the type of scheme organisation that has defined the card products being acquired, i.e. those defined by International Scheme organisations such as Visa and MasterCard (both credit and debit cards) ("International Schemes") and those defined by national scheme organisations ("Domestic Schemes"). Clearing and settlement services of international and domestic card schemes went through different channels, card technologies differed and as well as the product features and business rules. Based on previous case practise and due to the existence of strong price differentials between the acquisition of national debit cards as opposed to international credit and debit cards the parties’ viewpoint appears correct that these should be considered two distinct product markets [4].

22. In some previous Commission merger decisions and investigations (NordBanken/Postgirot [5] and SEB/Föreninssparbanken [6]) the Commission indicated that acquiring for the Visa and the MasterCard logo may constitute a separate relevant product market. In the antitrust area the Commission has identified a market for commercial acquiring of Visa branded payment cards in each of the EU 15 Member States [7].

23. The market investigation showed that most market participants disagreed with the parties that the market should be divided according to schemes. From the supply side market participants argued that that international cards can be used for domestic payments, so the difference between domestic and international schemes may not justify the definition of product markets according to schemes. The ongoing creation of Single Euro Payments Area (SEPA)would moreover render national cards useable for cross- border payments like international cards. From the demand side, it was argued that product markets should rather be defined according to the type of card acquired (credit as opposed to debit cards).

However, the question whether the commercial acquiring market should be segmented according to the type of scheme organisation (international / domestic) or according to the type of card (credit/debit) or according to the brand (VISA/VISA electron/V Pay/MasterCard/Maestro etc.) can be left open since the concentration does not raise serious doubts as to the existence of a significant impediment of effective competition on any of the alternative markets considered.

B. Relevant Geographic Market

Horizontally related markets: Processing services for payment cards

24. The notifying party submits that the market for transaction processing services, whether issuing or acquiring processing, is Community-wide. If this was not already the case today, it would be so in the next few years.

25. The Commission has previously found that processing may be national in scope [8]. It is not clear that recent efforts of the cards industry to create SEPA by 2010 will affect this geographic market definition in the short run.

26. The market investigation indicated that the processing of international payment cards (issuing and acquiring processing) is increasingly becoming a pan-European market. The processing of national payment cards (issuing and acquiring processing) to the contrary remains national due to various entry barriers. In particular difficulties in overcoming licensing requirements of national schemes hinder processors from competing effectively with local processors of national cards.

27. However, the precise geographic market definition can be left open in this case since the concentration does not raise serious doubts as to the existence of a significant impediment of effective competition on any of the alternative markets considered.

Vertically related markets: commercial acquiring services for payment cards

28. The notifying party argues that the market for commercial acquiring services for cards of domestic schemes was national in scope while commercial acquiring for cards of international schemes was EU-wide.

29. Previous Commission merger investigations have indicated that the relevant geographic market for the acquisition of international payment cards is national [9]. In the antitrust area the Commission also found that the acquiring of international payment cards was national. [10] The Commission’s sector inquiry in 2005 into the payment cards industry finally provided strong indications that the relevant markets for acquiring international cards and for acquiring national cards remain national due to various entry barriers. [11]

30. The market investigation did not provide a clear result as to whether commercial acquiring for cards of international schemes (be it credit or debit cards, be it VISA or MasterCard cards) is pan-European or national. With respect to national payment cards (typically debit cards) the investigation confirmed the parties’ view that the market for commercial acquiring of national cards remains national.

31. However, the precise geographic market definition can be left open in this case since the concentration does not raise serious doubts as to the existence of a significant impediment of effective competition on any of the alternative markets considered.

C. Competitive Assessment

Horizontally related markets: Processing services for payment cards

32. After the transaction, the parties’ estimates show that the new entity will hold a market share of only [0-10]% on a EU wide market for acquiring processing services and of [0-10]% on a EU wide market for issuing processing services. If the markets are considered national in scope, the parties' activities would not overlap except for Italy. In Italy the combined market share of the parties after the transaction will, however, clearly remain below 15% both in issuing and acquiring processing.

33. Based on the above, it can be concluded that the concentration does not raise serious doubts as to the existence of a significant impediment of effective competition. on the market(s) for processing services for payment cards.

Vertically related markets: commercial acquiring services for credit and debit cards

34. Banksys has a market share of [90-100]% on the Belgian market for commercial acquiring services for national debit cards. On the Belgian market for commercial acquiring services for international credit and debit cards the market share of BCC is [75-85]%. Other competitors are Euroconex ([10-20]%), Europabank ([0-10]%) and a few foreign niche players ([0-10]%). On an EU-wide market for international credit and debit cards the parties have less than 5%. As stated above, on the upstream markets for acquiring/issuing processing services AO’s market share is very low at EU level and AO is not active on the Belgian markets for acquiring/issuing processing services.

35. Some respondents during the market investigation have expressed concerns that the change from joint to sole control in Banksys / BCC may strengthen the position of both companies in the commercial acquiring business in Belgium. One respondent argued that the two entities had in the past been run as different companies and merging them would give BCC access to data of [90-100]% of the Belgian merchant population which today it had not. Post-transaction the parties may be tempted to raise debit card commissions in order to protect high credit card commissions in the whole market. If one entity controlled the acquiring of credit and debit cards, then a merchant would not be able to do any “arbitrage” between the two payment methods. There was a danger that the new entity would over-incentivise credit card usage to the detriment of Bancontact usage.

36. However, these general concerns have to be disregarded as the market investigation did not reveal indications for foreclosure problems resulting from the concentration. On the processing market(s) the combined market share of AO and Banksys in the European Union is below 5% and in Belgium the strong position of Banksys already existed before the transaction. Prior to the transaction Banksys and BCC constituted already one single economic entity and Banksys already supplied processing services to BCC. On the down-stream commercial acquiring market(s) there will be no foreclosure problems either, because Banksys and BCC have acted as a single economic entity prior to the transaction and there are no indications that the actual competitors of BCC/Banksys will be excluded from the market due to the change to sole control. In addition, regarding the acquiring of national debit cards in Belgium, the entity will face potential competition from 1 January 2008 when the national debit card Bancontact/Mr Cash will be replaced by the international debit card Maestro. Then, any bank in Europe can draw a license for acquiring Maestro in Belgium.

37. It can therefore be concluded that the concentration will not lead to any foreclosure and will not raise serious doubts as to the existence of a significant impediment of effective competition on the market(s) for commercial acquiring services.

VI. CONCLUSION

38. For the above reasons, the Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of Council Regulation (EC) No 139/2004.

For the Commission

Neelie KROES

Member of the Commission

[1] OJ L 24, 29.1.2004 p. 1.

[2] A third of this aggregate turnover of SiNSYS (€ 9,033 million) must also be allocated to Banksys pursuant to paragraph 40 of the Commission Notice on Calculation of turnover. SiNSYS is a joint-venture between Banksys and two other interbank companies Interpay Nederland N.V. and Società per I Servizi Bancari SpA.

[3] Commission decision COMP D.1/29.373, VISA II, of 22 November 2002, OJ L 318/25 at §§ 43-51; For the sector inquiry see the Preliminary Report on Retail Banking I, of 12 April 2006, http://ec.europa.eu/comm/competition/antitrust/others/sector_inquiries/financial_services/interim_report_1.pdf.

[4] The fees of these two types of cards diverge as much as 1,5% (on average) per Visa/MasterCard transaction (on average) to a flat fee of 6 Eurocents per domestic debit card transaction.

[5] Commission decision M.2567 of 8 November 2001, NordBanken/Postgirot.

[6] Cf. Press Release in Commission investigation M 2380 SEB/Föreningssparbanken. The case was closed before a formal decision was taken due to the withdrawal of the merger notification.

[7] Commission decision COMP D.1/29.373, VISA II, of 22 November 2002, OJ L 318/25 at §§ 43-51. The Commission defined two relevant product markets: one for the issuing of Visa branded payment cards and one for the acquiring of Visa branded payment cards. A further distinction between types of payment cards (credit versus debit or consumer versus commercial cards) was left open.

[8] Commission decision COMP/M.2567 - NordBanken/Postgiro, 8 November 2001, page 8. The geographic market was left open in the decision.

[9] Commission decision M.2567 of 8 November 2001, NordBanken/Postgirot at 37. Nordbanken argued that the relevant geographic market for all affected product markets was national, but the issue was not further assessed.

[10] Commission decision COMP D.1/29.373, VISA II, of 22 November 2002, OJ L 318/25 at § 53.

[11] Besides the problem of adapting processing facilities to different national standards for the POS terminal and the host, acquirers are also expected to provide merchants with a POS terminal unless they pitch only for very large merchants (such as supermarkets, airlines etc. who possess terminals themselves). The distribution and after sales service for POS terminals involves sunk cost and may deter entrants.

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