2  
  EUROPEAN COMMISSION  
Brussels, 30.9.2020  
C(2020 ) 6828 final  
PUBLIC VERSION  
 
Worldline S.A.  
80 Quai Voltaire  
Bezons 95871  
France  
Subject : Case M.9776 – Worldline /Ingenico  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 12 August 2020 , the European Commission received notifi cation of a proposed 
concentration pursuant to Article  4 of the Merger Regulation by which Worldline 
S.A. (“ Worldline ”, France) intends to acquire within the meaning of Article 3(1)(b) 
of the Merger Regulation control of Ingenico Group S.A. (“ Ingenico ”, Fr ance) (the 
“Transaction ”)3. Worldline is referred to as the “ Notifying Party ” and, together 
with Ingenico, will be  referred to as the “ Parties ”. 
                                                 
1  Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between 
undertakings (the EC Merger Regulation ), 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 (the 'TFEU' ) has introduced 
certain changes, such as the replacement of 'Community' by 'Union' and 'common market' by 'internal 
market'. The terminology of the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 273 , 18.8.2020 , p. 7. 
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information omitted has been replaced by 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.  
3  
 1. THE PARTIES  
(2) Worldline is a company listed on Euronext Paris and active in the payment and 
transactional service s industry. Worldline’s offerings include pan -European and 
domestic merchant acquiring for physical (in -store) or online (e -commerce) 
businesses, payment processing activities (acquiring and issuing), e -commerce 
acceptance solutions, and business solutions  services to financial institutions, 
merchants, corporations and government agencies. Worldline also supplies point -of-
sale (“ POS ”) terminals. Present in 32 countries, throughout Europe and in several 
emerging markets in Latin America and Asia, Worldline e mploys approximately 
12 000 people worldwide.  
(3) Ingenico is a company listed on Euronext Paris active in the payment services 
industry. It is primarily engaged in the design, development and supply of POS 
terminals (hardware and related software ). Ingenico , however , also provides POS 
terminals along with merchant acquiring services and is also active in payment 
related services worldwide such as merchant acquiring services and e -commerce 
acceptance services. Ingenico employs around 8  000 people in 170 countr ies. 
2. THE OPERATI ON 
(4) The proposed concentration will be executed through a tender offer for Ingenico 
shares , which was filed with the French Autorité des marchés financiers  on 8 July 
2020 . The closing of the tender offer will be subject to the condition that  Worldline 
acquires a number of Ingenico shares representing at least 60% of Ingenico’s share 
capital, on a fully diluted basis.4 Following completion of the Transaction, Worldline 
will thus acquire sole control of Ingenico. The Transaction therefore const itutes  a 
concentration within the meaning of Article 3(1)(b) of the EU Merger Regulation.  
3. UNION  DIMENSION  
(5) The undertakings concerned have a combined aggregate world wide turnover of more 
than EUR 5 000 million  (Worldline: EUR 2 382 million; Ingenico: EUR 3 370 
million)5. Each of them has a Union -wide turnover in excess of EUR 250 million  
(Worldline: EUR [...]; Ingenico: EUR [...]). In addition , they do  not achieve more 
than two -thirds of their respective  aggregate Union -wide turnover within one and the 
same Member State. The proposed  concentration  therefore has Union  dimension.  
                                                 
4  See Section 2.3 of the Business Combination Agreement (“ BCA ”). 
5  Turnover calculated in accordance with Article 5(1) o f the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1).  
4  
 4. COMPETITIVE  ASSESSMENT  
4.1. Introduction and the Parties’ activities  
(6) The Transaction combines Ingenico with Worldline, both payment service providers 
active across the European Economic Area (the ‘ EEA ’6) and worldwide . The 
Transaction follows multiple previous acquisitions by Worldline, including, amongst 
others, the acquisition of SIX Payment Services in 2018 and the acquisition of 
Equens S.E. , including its subsidiary PaySquare SE in 20 16.7 
(7) Card payment systems available to the public allow a cardholder to use a payment 
card, such as a debit or a credit card, to pay for products and services purchased at 
stores (physical or online) without using cash. Through these systems, the merchants  
are connected with financial institutions, namely the bank issuing the card (issuer 
bank) and the bank endorsing the cashless payment to the benefit of the merchant 
(acquirer bank), to execute the entire transaction from the moment of payment at the 
point  of sale (“ POS ”) until the merchant’s account is credited.  
4.1.1.  Physical (POS) payment transactions  
(8) This Section will describe the actors and main  steps in a physical card payment 
transaction. A physical card payment transaction begins when the cardholder uses  a 
payment card to pay for the purchase of goods or services from a merchant. The 
merchant will seek authorisation for the transaction from its merchant acquirer. The 
authorisation request is transmitted from the merchant’s POS terminal (card reader) 
in wh ich the customer entered his/her  card. Subsequently, the authorisation request is 
sent to the acquirer processor, which will identify the scheme network to which the 
payment card belongs and transmits the request to the issuer processor. The issuer 
process or will perform checks, such as whether the card is valid and whether the 
cardholder’s account contains sufficient funds. The result of the authorisation request 
is sent back to the POS terminal; if the transaction is authorised, the merchant can be 
sure o f payment.  
                                                 
6  The EEA covers the 27 Member States of the European Union (Austria, Belgium, Bulgaria, Croatia, 
Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, 
Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Spain Slovakia and 
Sweden), as well as Iceland, Liechtenstein and Norway. The United Kingdom withdrew from the European 
Union as  of 1 February 2020. During the transition period until the end of 2020, Union law will in 
principle continue to apply also to and in the United Kingdom and any reference to Member States in 
Union law shall be understood as including the United Kingdom. Th erefore, any reference in this decision 
to EEA countries or the EEA territory shall be understood as also pertaining to the United Kingdom.  
7  See case COMP/M.7873 - Worldline/Equens/PaySquare , decision of 20.4.2016.  
5  
  
Figure 1: Overview of an in -store card based payment transaction  
 Source: Notifying Party  
(9) The setup described above can be subject to some variations between countries. A 
variety of players are active in the card payment process, such as banks, payment 
service providers (“PSPs”), and scheme networks. Typically , an actor is involved in 
multiple stages of the process.  
(10) The Parties are both active  in the following  activities relating to in -store card based 
payment transactions:  
(a) POS m erchant  acquiring:  a set of services that enable merchants to accept 
payment cards at POS terminals. Merchant acquirers sign contracts with 
merchants (who are thus the customers of merc hant acquirers), maintain the 
merchant -customer relationship and ensure that merchants receive the funds 
following the card payment transactions. Both Parties are active in POS 
merchant acquiring.  
(b) Acquiring processing services:  the merchant -oriented side of technically 
processing a transaction. This includes the network routing of payments 
towards the issuer processor and POS authorisation. Merchant acquirers can 
either provide acquiring processing in -house, or outsource it to third party 
processors. Ingen ico only provides acquiring processing services internally, 
and does not offer them to external parties. Worldline provides acquiring 
process both to meet its internal needs, as well as to external parties.  
(c) POS terminals: POS terminals are the card readers  to which the payment 
card is introduced, and in some cases the PIN is entered, when making a 
payment transaction. The Parties are both active in  (i) the manufacturing and 
supply of POS terminals, as well as  (ii) the provision of POS terminals (card 
reader s) to merchants, either on a rental or purchase basis, as well as related 
services such as maintenance.  Various types of POS terminals are available, 
such as countertops, wireless portable terminals, unattended terminals, mobile 
POS terminals (“ mPOS ”) whic h rely on a device such as a mobile phone for 
network connection.  

6  
 (11) In addition, the Partie s perform  the following activities relating to in -store card -based 
payment transactions that are specific to certain types of merchants or certain 
countries:  
(a) In-store acceptance: a technical service that allows merchant to optimise the 
connection to multiple acquirers. In -store acceptance services act as a central 
platform that connects the merchant’s entire installed base of POS terminals 
to merchant acquirers. This se rvice is only provided to large merchants with a 
significant amount of terminals and transaction volume. Within the EEA, 
Worldline and Ingenico both offer this service only in France.  
(b) Network service provider (“NSP”) services:  NSPs are part of the prevalen t 
domestic Girocard scheme in Germany, through which a majority of card 
payment transactions in Germany are made. This country -specific four -party 
scheme involves a merchant, a cardholder, an NSP and a bank. NSPs provide 
payment card acceptance to a mercha nt, including terminal distribution, 
terminal management, and routing of card transactions towards the issuer 
banks.  
4.1.2.  E-commerce payment transactions  
(12) This Section will describe the actors and main steps in e -commerce payment 
transactions. Essentially, as set out  in Figure 2, e -commerce payment transactions 
involve similar actors as physical payment transaction. As for physical payments, the 
Parties are active in merchant acquiring for e -commerce transactions, as well as 
acquiring processing services. E -commerce transactions do not involve POS 
terminals. Instead, when making a payment the customer will see a landing page or 
gateway, which then routs the customer to the appropriate interface for the selected 
payment method.  
 
Figure 2: Overview of an online (e -commerce) card -based payment transaction  
Source: Notifying Party  
(13) The Parties perform the following activities specific to e -commerce card payment 
transactions:  

7  
 (a) E-commerce merchant acquiring : Similar to POS merchant acquiring, e -
commerce merchant acquiring comprises a set of services that allo w 
merchants to accept cards;  
(b) E-commerce acceptance: The provision of this gateway service is called  e-
commerce acceptance. E-commerce acceptance solutions can give the option 
to select multiple types of cards (e.g. credit or debit card, various scheme 
networks such as Mastercard and Visa) and can also rout payments with 
alternative payment methods (“ APMs ”), such as digital wallets.  E-commerce 
acceptance can be offered to merchant s on a s tand-alone basis, or in a solution 
together with e -commerce merchant acquiring. E -commerce acceptance can 
also be offered to other merchant acquirers on a white label basis who then 
sell it to merchants together with their e -commerce merchant acquiring 
services. Both Parties are active in e -commerce acceptance services.  
(14) Finally, Worldline is also active in other services related to payment card systems, 
such as IT services, the provision of application software for the banking and 
financial sector and the p rovision of Single Euro Payments Area (“ SEPA ”) direct 
debit clearing services. Ingenico also has a number of ancillary activities in the EEA, 
such as management of loyalty programs, provision of prepaid cards (e.g. for mobile 
phones and online purchases) and provision of healthcare terminals in German y. 
None of these activities are affected by the Transaction.  
4.2. Market definitions  
4.2.1.  Merchant acquiring  
4.2.1.1.  Product market definition  
The Commission’s precedents  
(15) The Commission has previously defined a separate product market for merchant 
acquiring services.8 In recent cases,9 the Commission has considered separate product 
markets for the provision of merchant acquiring services and the provision of POS 
terminals and related services.10 
(16) In previous decisions,11 the Commission considered that the merchant acquiring 
market could be further subdivided on the basis of the following criteria: (i) types of 
                                                 
8  See for example Cases COMP/M.7873 - Worldline/Equens/PaySquare , decision of 20.04.2016, paragraph 
17 et seq; COMP/M.7241 - Advent International/Bain Capital Investors/Nets Holding , decision of 
08.07.2014, paragraph 12 et seq; COMP/M.7711 - Advent International/Bain Capital/ICBPI , decision of  
17.09.2015, paragraph 14 et seq; COMP/M.6956 - Telefonica/Caixabank/Banco Santander , decision of 
14.08.2013, paragraph 44 et seq; and COMP/M.5241 - American Express/Fortis/Alpha Card , decision of 
3.10.2008. paragraph 23 et seq.  
9  See Cases COMP/M.9357 - FIS/WorldPay , decision of 5.7.2019 , paragraphs 36 -38; and COMP/M.9387 - 
Allied Irish Banks/First Data Corporation/Semeral , decision of 23.10.2019 , paragraphs 11 -15. 
10  This distinction will be discussed in more detail in the section for POS terminals (Section 4.2.2)  
11  See, for example, Cases COMP/M.9759 - Nexi/Intesa Sanpaolo (Merchant Acquiring Business) , decision 
of 26.6.2020, paragraph 35 et seq; COMP/M.7873 - Worldline/Equens/Paysquare , decision of 20.4.2016, 
paragraph 19 et seq; COMP/M.7241 - Advent International/Bain Capital Investors/Nets Holding , decision 
of 8.7.2014, paragraph 12 et seq; COMP/M.7711 - Advent International/Bain Capital/ICBPI , decision of 
17.9.2015, paragraph 23 et seq; COMP/M.6956 - Telefonica/Caixabank/Banco Santander , 14.8.20 13, 
 
8  
 payment card schemes (international/domestic), (ii) payment card brands (e.g. Visa, 
Mastercard), (iii) type of payment card (debit/credit), (iv) based on whether the 
servi ce relates to a physical payment via a POS terminal (“POS merchant acquiring”)  
or a web -based payment ( “e-commerce  merchant acquiring” ) and (v) wholesale 
merchant acquiring (to banks) and retail merchant acquiring (to merchants) . The 
Commission found that separate product markets for wholesale and retail merchant 
acquiring are appropriate for Italy.12 For all other countries and potential 
subdivisions , the Commission left the precise scope of the product market definition 
open.  
The Notifying Party’s view  
(17) The Notifying Party submits that there is a market for merchant acquiring that 
encompasses all subdivisions,13 except for e-commerce  merchant acquiring services, 
which should be assessed separately from POS merchant acquiring.14 The Notifying 
Party further subm its that merchant acquiring services are differentiated between 
international and domestic schemes, in countries that have a domestic scheme.15 
(18) With respect to a subdivision by international (such as Visa and Mastercard) 
versus domestic cards (national sche mes, such as Belgian Bancontact, German 
Girocard and French Carte Bancaire)  the Notifying Party submits that while 
several arguments may support this historical segmentation, it is becoming less 
relevant in the context of the SEPA . To illustrate this, the Notifying Party submits 
that: 
(a) First , since the introduction of the revised Directive (EU) 2015/2366 of 25 
November 2015 on payment services in the internal market16, non -domestic 
merchant acquirers can now acquire domestic scheme transactions. To 
illustrate  this, it mentions examples such as the entry of EVO Payments 
(USA) and Worldline itself (via the acquisition of PaySquare) into Germany 
and the increase in Belgian domestic scheme licences from 6 in 2015 to 17 in 
2018.17 
(b) Second, differences in card technol ogy mentioned in previous cases18 are now 
no longer relevant, as all schemes have since moved to adopting the Europay 
Master card Visa (“ EMV ”) standard.19 
                                                                                                                                                       
paragraph 46; and COMP/M.5241 - American Express/Fortis/Alpha Card , decision of 3.10.2008, 
paragraph 28 et seq.  
12  See Case COMP/M.9759 - Nexi/Intesa Sanpaolo (Merchant Acquiring Business) , decision of 26.6.2020, 
paragraph 27 . 
13  Form CO, paragraph 143 . 
14  Form CO, paragraph 172 . 
15  Form CO, summary box on page 67 . 
16  Directive 2015/2366/EU of the European Parliament and of the Council of 25 November 2015 on payment 
services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36 /EU and 
Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC, OJ L 337, 23.12.2015, p. 35 –127. 
17  Form CO, paragraphs 146 -147. 
18  Case COMP/ M.7873  - Worldline/Equens/Pay Square , decision of 20.4.2016 . 
19  Form CO, paragraph 148 and 149.  
9  
 (c) Third , price differences in merchant acquiring for international and domestic 
cards have decreased as a result of Regulation (EU) 2015/751 of 29 April 
2015 on interchange fees for card -based payment transactions20, which limits 
interchange fees, which in turn represent a significant part of the total fees.21 
(d) Fourth, the product features of merchant acquiring s ervices are the same for 
both domestic and international schemes.22 
(e) Fifth, domestic schemes have been phased out in a number of EEA countries , 
including Luxembourg, Ireland, the Netherlands and Finland , as well as in the 
United Kingdom . Even in countries wh ere a domestic scheme is available, 
banks may choose to issue cards with only an international card scheme with 
the aim of achieving cross -border acceptance.23 
(19) The Notifying Party finally submits that the segmentation between international and 
domestic sche mes is only relevant in EEA countries  that have a domestic scheme 
network, i.e. Belgium, Bulgaria, Denmark, France, Germany, Italy, Malta, Portugal, 
Slovenia and Spain.24 
(20) With regard to the segmentation between POS and e -commerce merchant acquiring 
services , the Notifying Party submit s that these should be assessed as two separate 
product markets.25 The Notifying Party further submits that the product market for e-
commerce  merchant acquiring encompasses both card -based payment transactions, 
and APMs, such as bank transfers and e -wallets, as they closely compete with card 
payments.26 
(21) The Notifying Party indicates that there are differences in technical infrastructure, 
commerc ial strategy (e -commerce being more cross -border) and risk and fraud 
management. The Notifying Party also submits that e -commerce merchant acquiring 
requires different related services, such as facilitation of reimbursement in case of 
returns, management o f automated subscriptions and uncoupling of authorisation and 
transaction.27 Finally, the Notifying Party submit s that the segmentation between 
POS and e-commerce  merchant acquiring is losing its relevance, as merchants 
increasingly require both services, a nd merchant acquirers that were initially only 
active in the e -commerce market have entered the POS space (e.g. Adyen and 
Wirecard).28 
(22) For a subdivision based on card brands (e.g. Mastercard, Visa) , the Notifying Party 
submits that this is not relevant from  both a supply and demand side perspective. As 
regards  the supply side, it submits that most merchant acquirers are able to acquire 
several types of cards, and at least the most common brands, to be able to meet 
                                                 
20  Regulation (EU) 2015/751 of 29 April 2015 on interchange fees for card -based payment transactions.  OJ L 
123, 19.5.2015, p1.  
21  Form CO, paragraph 150.  
22  Form CO, paragraph 151. 
23  Form CO, paragraphs 152 -154. 
24  Form CO, paragraph 153.  
25  Form CO , paragra ph 172.  
26  Form CO , paragraph 171.  
27  Form CO , paragraph 170.  
28  Form CO , paragraph 168.  
10  
 customer demands. Concerning  the demand side , the Notifying Party indicates that 
merchants aim to accept all brands, or at least all well established brands. The 
Notifying Party further submits that any relevant difference between card brands 
would already be captured by other segmentations, such as  international versus 
national cards and debit versus credit cards.29 
(23) Regarding a subdivision between credit cards and debit cards,  the Notifying Party 
considers that this is not relevant for the following reasons:  
(a) First, while services may be different to some extent (e.g. charge back for 
credit cards), all merchant acquirer offer merchant acquiring services for both 
debit and credit cards.30 
(b) Second, due to the introduction of Regulation 2015/751 , the price gap 
between merchant acquiring services for debit a nd credit cards has 
significantly reduced. As a result, credit cards have become more interesting 
even for smaller, local merchants.31 
(c) Third, in the vast majority of cases, merchant require merchant acquiring 
services for both debit and credit cards. The No tifying Party illustrates this by 
submitting that [The vast majority] % of Ingenico ’s customers rely on both 
debit and credit card merchant acquiring, and for Worldline debit -only points 
of sale represent only [<10%] , [<10%]  and [<10%]  in Austria, Germany and 
Luxembourg respectively.32 
(d) Fourth, as the travel and tourism industries have been growing rapidly during 
the last decades, merchants are increasingly interested in being able to serve 
tourist s, which often use credit cards of, for e xample, Visa and Mastercard.33 
(e) Fifth, any difference that may exist between debit and credit cards would 
already be covered by the segmentation between international and domestic 
schemes (discussed above), as domestic schemes are only debit based.34 
(24) The Notifying Party contests the relevance of  a segmentation between a wholesale 
(from PSPs to banks) and retail market (to merchants) for merchant acquiring . 
The Notifying Party indicates that while it – as some other PSPs – is involved in 
alliances with banks, t hese partnerships should not be viewed as a wholesale/retail 
relationship.35 Instead, banks should merely be seen as distributors of merchant 
acquiring services, as:  
(a) Merchant acquirers (PSPs) enter into contracts  directly  with merchants 
(although three -party contracts between the merchant, merchant acquirer and 
bank may exist) and merchant acquirers hold the acquiring license  and remain 
liable to the scheme network ; 
                                                 
29  Form CO, paragraphs 155 -157. 
30  Form CO, paragraph 15 9. 
31  Form CO , paragraphs 160 and 161.  
32  Form CO , paragraphs 163 and 164.  
33  Form CO , paragraph 165.  
34  Form CO, paragraph 166.  
35  Form CO , paragraphs 174 -176. 
11  
 (b) Banks act mostly as a distribution channel for merchant acquirers, and are not 
the exclusive mode of distribution as merchant acquirers have own sales 
forces and other sales partners as well;  
(c) While merchant acquiring services offered in partnerships with banks may be 
branded with the bank name, this should just be seen as branding, and not as a 
white label service provided to the bank.36 
(25) Notwithstanding the Notifying Party’s view that wholesale merchant acquiring and 
retail merchant acquiring are not separate product markets, it indicated that the 
relationships between merchant acquirers and partner  banks can have the following 
characteristics:  
(a) Banks have direct sales contact with the merchants and particularly for larger 
accounts, the key account manager is typically employed by the bank;  
(b) Banks may have a degree of pricing freedom (with a floor agre ed with the 
merchant acquirer);  
(c) Banks may bundle merchant acquiring services with other financial services 
in their portfolio.37 
(26) Finally , and for the sake of  completeness , the Notifying Party discusses  a possible 
subdivision between large merchants and smaller merchants (“SMEs”) . The 
Notifying Party submits that such  a segmentation is not relevant, as merchant 
acquirers in practice serve all types of customers and the size of clients for a given 
merchant acquirer is a result of historical entry, commerci al strategy and distribution 
channels. The Notifying Party further indicates that there is no market sizing 
available by customer size, there is no harmonised definition of each customer 
segment, and all merchant acquirers are able to serve all types of cu stomers.38  
The Commission’s assessment  
(27) In line with Commission precedent, the Commission considers that merchant 
acquiring constitutes a separate product market.  
(28) The Commission’s market investigation was inconclusive as to  whether the sub -
segmentations con sidered in previous Commission decisions, namely (i) types of 
payment card schemes (international/domestic), (ii) payment card brands (e.g. Visa, 
Mastercard), and (iii) type of payment card (debit/credit ) are appropriate . Regarding 
the segmentation between  POS merchant acquiring  and e-commerce merchant 
acquiring , the market investigation provid ed sufficient evidence to conclude that 
these constitute separate product markets.  By contrast, the Commission considers that 
the market investigation did not provide  sufficient evidence to distinguish between (i) 
SMEs and large merchants and (ii) wholesale merchant acquiring and retail merchant 
acquiring . 
                                                 
36  Form CO , paragraph 177.  
37  Form CO , paragraph 178.  
38  Form CO , parag raph 185.  
12  
 (29) Concerning the segmentation between domestic and international cards  schemes, 
around half the merchants responding the market investigation considered that terms 
and conditions differ. Those that took the view that terms and conditions  differ, most 
often mention that fees are different.39 Similarly, around half the PSPs that responded 
to the mar ket investigation consider that terms and conditions differ. PSPs also 
mention pricing as  the main difference most often,  however, some PSPs indicated 
that terms and conditions are broadly the same.40 
(30) On the segmentation between different card brands , a slight majority of merchant 
considered that terms and conditions are different. However, these differences may 
largely be explained by whether the card brand is part of a domestic or international 
card scheme: when asked whether they thought that terms and co nditions differ for 
different brands within domestic or international schemes, only a minority of 
merchants indicated that they thought this to be the case.41 The majority of PSPs 
considered terms for different card brands to be broadly the same.42 
(31) About the  segmentation between credit and debit cards , a slight majority of 
merchants considered terms and conditions to be different. Most indicate that credit 
card fees are typically higher than debit card fees.43 For PSPs, a slight minority 
considered terms and c onditions to be different.44 Those that consider terms are 
different, mention differences in pricing, as well as potential  risk ( which is higher for 
credit cards) and additional services offered for credit cards (e.g. chargeback 
handling).  
(32) Concerning a dist inction by SMEs and large merchants , the Commission recently 
took the view that such a segmentation is not appropriate,45 in line with the Notifying 
Party’s submissions. The market investigation in the present case gave no reason to 
depart from this view. T herefore, the Commission considers that  large merchants and 
SMEs  do not constitute separate product markets, but may constitute different 
segments in a heterogenic market .  
(33) Regarding the distinction between wholesale merchant acquiring  (provided by 
PSPs to  banks) and retail merchant acquiring  (provided to merchants), PSPs 
responding to the market investigation provided mixed feedback. While the majority 
of PSPs agreed that wholesale and retail models exist in the EEA, feedback was more 
mixed when asked whet her separate wholesale markets exist in the  specific  national 
market s affected by the Transaction (i.e. Austria, Belgium, Germany, and 
Luxembourg) .  
(34) For the purposes of this Transaction , given the Member States in which the 
Transaction gives rise to affected geographic markets,  the Commission concludes 
that a distinction between wholesale and retail merchant acquiring is not appropriate . 
Both  Parties only have very limited activities that could be considered as wholesale 
                                                 
39  Responses to question 9 of Questionnaire Q1 to M erchants . 
40  Responses to question 10 of Questionnaire Q2 to PSPs.  
41  Responses to question 9 of Questionnaire Q1 to M erchants . 
42  Responses to question 10 of Questionnaire Q2 to PSPs.  
43  Responses to question 9 of Questionnaire Q1 to M erchants . 
44  Responses to question 10 of Questionnaire Q2 to PSPs.  
45 See Case COMP/M.9759 - Nexi/Intesa Sanpaolo (Merchant Acquiring Business) , decision of 26.6.2020, 
paragraph 44.  
13  
 merchant acquiring activities.  In the national merchant acquiring markets affected by 
the Transaction  (i.e. Austria, Belgium, Germany and Luxembourg) , Worldline has 
partnerships with a very limited number of banks in Belgium (representing [...] of 
Worldline’s market share  in Belgium) a nd with only [...] in Germany (representing 
[...] of Worldline’s market share  in Germany).46 Ingenico is not involved in typical 
wholesale / retail relationships. Only Ingenico’s subsidiary Payone, a joint venture 
with Deutscher Sparkassenverlag (“DSV”) sel ls merchant acquiring services under 
the DSV brand  in Germany (representing [...] of Ingenico’s market share in 
Germany) . However, as DSV is a parent of Payone, this does not resemble a  typical 
wholesale / retail relationship  but rather an intra -group relation , so no overlap on a 
potential wholesale market e xists.47 Additionally, wholesale / retail relationships 
between PSPs and banks appear to be of limited importance in the national merchant 
acquiring markets affected by the Transaction . In Belgium, Worldline is the only 
Party to engage in these, and in Germany there are few merchant acquirers that have 
a relationship with only one bank each as well.48 These relationships  never compris e 
more than 10% of the total market.  For th e purposes of the Transaction, market 
shares for merchant acquirers will include the volumes that are distributed  via banks , 
so that their full market presence is considered . 
(35) Finally, concerning the distinction between POS merchant acquiring and e -commerce  
merchant acquiring, a majority of both merchant s and PSPs that responded to the 
market investigation considered that POS merchant acquiring is materially different 
from e -commerce merchant acquiring.49 Many mentioned that the providers for e-
commerce merch ant acquiring are  different and that a broader set of suppliers is 
available for e -commerce only set -ups. Additional fees and security requirements 
related to e -commerce transactions were also mentioned by many respondents. One 
PSP explains that “e -commerc e often shows higher fraud risks. - Products or services 
are often delivered multiple days after the payment. This opens up a chargeback risk 
for the acquirer in case of bankruptcy for the merchant. Therefore, pricings are 
clearly different, the KYC -proces s is stricter and some additional conditions apply, 
allowing the acquirer to cover for chargeback risk for example.”  A significant 
proportion of merchants indicate that they source e -commerce merchant acquiring 
services separately from POS merchant acquiri ng services.50 
(36) In conclusion, the Commission considers that, based on the feedback from the market 
investigation, POS merchant acquiring and e -commerce merchant acquiring 
constitute separate product markets. Whether separate product markets exist for the 
segmentations between (i) credit and debit cards, (ii) card brands, and (iii) domestic 
and international payment card schemes , as well as whether e -commerce merchant 
                                                 
46  This excludes lead agreements, where banks are remunerated once for referral to the merchant acquirer, 
which is not considered a wholesale / retail setup.  
47  Form CO, paragraph 175 and Annex U to the Form CO, paragraphs 303 -304. 
48  For comparison, in some national markets that are not affected by the Transaction, such as Italy, PSPs may 
have commercial relationships with tens of banks.  
49  Responses to question 10 of  Questionnaire Q1 to Merchants; responses to question 11 of Questionnaire Q2 
to PSPs. 
50  Responses to question 11 of Questionnaire Q1 to Merchants.  
14  
 acquiring can be further sub -divided between APMs and card -based payments,  can 
be left open,  as it does not materially affect the Commission’s assessment.51 
4.2.1.2.  Geographical market definition  
The Commission’s precedents  
(37) In past decisions, the Commission has considered the market for merchant acquiring 
to be likely national in scope, except for e-commerce  merchant acquiring services , 
which it considered to be at least EEA -wide.52 The precise scope of the geographic 
market definition was ultimately left open , except for Belgium and Germany, for 
which the geographic market definition of merchant acq uiring was defined as 
national .53 
The Notifying Party’s view  
(38) The Notifying Party submits that the relevant geographic scope for the market for 
POS merchant acquiring is national,54 as a local presence ( e.g. a sales force) is still 
important . However, the Not ifying Party does indicate that the development of omni -
channel solutions (combining POS and e -commerce merchant acquiring) means that 
the POS merchant acquiring market is increasingly  becoming EEA -wide. The 
Notifying Party proposes the following definitions for each of the sub -segments of 
the POS merchant acquiring market (which in the Notifying Party’s view all belong 
to the overall market for POS merchant acquiring):55 
(a) Domestic scheme: National in scope because of country -based specificities;  
(b) International scheme: An EEA -wide market may be relevant as the schemes 
have been developed through rules and service designed to enable cross -
border operation. This is further supported by SEPA, which has further 
harmonised the European card payments area;  
(c) Debit cards: Larger than national in scope; the relevant geographical scope 
could be EEA -wide, except for the fact that cards issued under domestic 
scheme networks are always debit cards;  
(d) Credit cards: National in scope, if not EEA -wide, as credit cards are  issued 
under international scheme networks;  
                                                 
51  E-commerce merchant acquiring is not affected on EEA -wide level regardless of whether APMs are 
included i n the product market, and will therefore not be covered further in this decision.  
52  See Cases COMP/M.9387 - Allied Irish Banks/First Data Corporation/Semeral , decision of 23.10.2019 , 
paragraph 16 et seq ; COMP/M.9357 - FIS/WorldPay , decision of 5.07.20 19, paragraph 23 et seq ; and 
COMP/M.7873 - Worldline/Equens/Paysquare, decision of 20.04.2016 , paragraph 108 . This follows from 
the Commission’s previous decisions in e.g., COMP/M.6956 - Telefonica/Caixabank/Banco Santander , 
decision of 14.08.2013 , paragraph 5 0; and COMP/M.5241 - American Express/Fortis/Alpha Card , 
decision of 3.10.2008 , paragraph 30 . See also COMP/M.7241 - Advent International/Bain Capital 
Investors/Nets Holding , decision of 8.07.2014 , paragraph 30 . 
53  See Case COMP/M.7873 - Worldline/Equens/Pay Square , decision of 20.04.2016, paragraph 108 . 
54  Form CO, summary box on page  67. 
55  Form CO, paragraph 194.  
15  
 (39) The Notifying Party submits that the market for e -commerce merchant acquiring 
services is EEA -wide in scope, as no local presence is required and suppliers provide 
services across all EEA Contracting Parties .56 
The Commission’s assessment  
(40) The Commission has observed a trend towards an EEA -wide market for merchant 
acquiring in past decisions, but considered that the structure of the market still 
pointed towards national merchant acquiring markets.57 
(41) In this case, t he market investigation gave indications that support this trend towards 
an EEA -wide market. A significant number of merchants would consider sourcing 
from an international merchant acquirer, particularly in case of a small but significant 
and non -transitor y increase in price (“SSNIP”) .58 Especially merchants with activities 
in multiple countries indicate that they aim at having a single merchant acquirer that 
can support them in multiple countries, with one s tating: “ it is interesting from 
volume perspective  to have an acquirer present in different European countries for 
our business ”.  
(42) However, when asked specifically about POS merchant acquiring services, a majority 
of merchant s indicate that they only  consider local merchant acquirers  as suitable 
suppliers . Respondents indicate that it is important to have a merchant acquirer with 
local presence, to provide support in the local language and to provide on -site 
technical support. Domestic card schemes are also mentioned as a barrier, as 
international acquirer s typically are not able to handle payments via local payment 
card schemes.59 
(43) PSPs gave mixed feedback on whether local presence is required to offer POS 
merchant acquiring services. However, replies to the market investigation strongly 
indicate that local presence is required to  (i) provide on -site technical support, (ii) 
meet Know Your Customer (“KYC”) requirements, (iii) adapt to local regulations, 
technical rules and customs, and (iv) provide support in the local language. In 
countries with a domestic pa yment card scheme, local presence is considered 
particularly important, with one PSP indicating that “… it is highly recommended, 
even essential, to have  [local]  activities/physical presence. This enables a better 
control and knowledge of the local protocol s and infrastructures used for acquisition 
of payments, and simplifies processes (for instance in case of interbank incidents or 
disputes) ”.60  
(44) The market structure supports national markets for POS merchant acquiring services. 
While some players, including  the Parties, are active in several EEA Contracting 
Parties , no player is truly active on an EEA -wide  level . Additionally, the set of 
competitors found in each country is different. In some countries, such as France, 
                                                 
56  Form CO, paragraph 194.  
57  See, for example, Case COMP/M.7873 - Worldline/Equens/ PaySquare , decision of 20.04.2016, paragraph 
99; and COMP/M.9759 - Nexi/Intesa Sanpaolo (Merchant Acquiring Business) , decision of 26.06.2020, 
paragraphs 49 -50.  
58  Responses to questions 13 and 18 of Questionnaire Q1 to Merchants.  
59  Responses to questions 14 and 17 of Questionnaire Q1 to Merchants.  
60  Responses to question 15 of Questionnaire Q2 to PSPs.  
16  
 merchant acquiring services are primari ly provided by banks, while in other 
countries, such as Belgium, PSPs are more prevalent.   
(45) The market structure and market investigation do not give any indication that a 
national market definition would not be equally relevant for the possible 
segmentatio ns of POS merchant acquiring, namely according to credit/debit cards, 
card brand and by international / domestic card network schemes.  
(46) Regarding e -commerce merchant acquiring, the majority of both merchants and PSPs 
gave indications that the market is at least EEA -wide. The majority of merchants that 
expressed a view  indicated that they would consider international merchant acquirers 
for e-commerce.61 Similarly, the large majority of PSPs indicated that they consider 
competition to take place on EEA or global level.62 
(47) The market structure for e -commerce merchant acquiring supports an EEA -wide or 
global market, as several competitors, such as  Adyen and World Pay, compete across 
the EEA as well as outside the EEA.  
(48) In light of the above, the Co mmission considers that (i) the market for the provision 
of POS merchant acquiring services (and its possible segmentations  according to 
credit/debit cards , card brand and international/domestic card network schemes) is 
national in scope and (ii) the market for the provision of e -commerce merchant 
acquiring services (and its possible segmentation according to APMs and card -based 
payment methods)  is at least EEA -wide in scope.63 
4.2.2.  POS terminals  
4.2.2.1.  Product market definition  
The Commission’s precedents  
(49) In its most recent decisions, the Commission defined a market for the provision of 
POS terminals and related services separate from the market for merchant acquiring 
services.64 
(50) The Commission further considered whether the market for the provision of POS 
terminals should be further subdivided by type of POS terminal (traditional POS 
terminal s versus mPOS and smartPOS terminal s) or based on customer size (small 
versus med ium-sized versus large customers). Ultimately, the Commission left both 
questions open.65 
                                                 
61  Responses to question 15 of Questionnaire Q1 to Merchants.  
62  Responses to question 18 of Questionnaire Q2 to PSPs.  
63  E-commerce merchant acquiring is not affected on EEA -wide level regardless of whether APMs are 
included in the product market, and will therefore not be covered further in this decision.  
64  See Cases COMP/M.9357 - FIS/WorldPay , decision of 5.7.2019, paragr aphs 36 -38; and COMP/M.9387 – 
Allied Irish Banks/F irst Data Corporation/Semeral, decision of 23.10.2019, paragraphs 11 -15. 
65  See Cases COMP/M.9759 – Nexi/Intesa Sanpaolo (Merchant Acquiring Business) , decision of 26.6.2020 , 
paragraphs 65 -67; COMP/M.9 357 - FIS/WorldPay , decision of 5.07.2019 , paragraphs 29 -38; and 
COMP/M.9387 – Allied Irish Banks/First Data Corporation/Semeral, decision of 23.10.2019 , paragraphs 
11-15. 
17  
 (51) The Commission has not yet considered a market for the manufacturing and supply 
of POS terminals separate from the provision and management of POS terminals in 
its pas t decisional practice.  
The Notifying Party’s view  
(52) The Notifying Party submits that there are separate market s for (i) the manufacturing 
and supply of POS terminals, and (ii) the provision and management of POS 
terminals  to merchants .66 
(53) As regards the manufacture and supply of POS terminals , the Notifying Party 
explains  that, while the Commission has not previously assessed the market for 
manufacturing and supply of POS terminals, it has on some occasions indirectly 
noted the relevance of separating thi s activity from the provision and management of 
POS terminals. For example, in one case the Commission assessed POS terminals in 
the UK both in terms of new shipments and existing terminals (installed base), which 
more or less mirrors the proposed separate  product markets.67 In another case, the 
Commission considered  that the parties to the transaction were not close competitors, 
as one procured POS terminals externally and the other produced them in -house.68  
(54) Concerning the manufacturing and supply of POS te rminals, the Notifying Party 
furthermore indicates that there are three types of customers for this activity : (i) 
merchant acquirers that do not manufacture POS terminals in -house; (ii) large 
merchants, which often procure POS terminals directly from the m anufacturer 
instead of via the merchant acquirer; and (iii) distributors which resell the POS 
terminals and potentially develop software for their customers.69 
(55) As regards the provision and management of POS terminals , the Notifying Party 
submits that this a ctivity  is typically performed by merchant acquirers and consists of 
the selling or renting of terminals to merchants. It also includes services such the 
maintenance and repair of the terminals. T he Notifying Party indicates that while the 
provision and ma nagement of POS terminals  on the one hand  is closely related to 
merchant acquiring  on the other , they constitute  a separate product market s. In 
support of this, the Notifying Party indicates that merchants can either purchase or 
rent their POS terminals fr om merchant acquirers, buy them from manufacturers 
directly, or buy them from distributors.70 
(56) The Notifying Party submits that a further sub-segmentation of the market for the 
manufacturing and supply of POS terminals and the market for provision and 
management of POS terminals is not appropriate.71  
(57) Concerning a subdivision between mPOS , smartPOS  and traditional POS 
terminals  for the manufacture and supply of POS terminals , the Notifying Party 
submits that:  
                                                 
66  Form CO, paragraph  252. 
67  Form CO , paragraph 246 . See also COMP/M.9357 - FIS/WorldPay , decision of 5.7.2019, Table 1.  
68  Form CO , paragraph 249 . See also Case COMP/M.9387 - Allied Irish Banks/First Data Corporation/ 
Semeral , decision of 23.10.2019 , paragraph 57.  
69  Form CO , paragraph 228.  
70  Form CO , paragraphs 243. 
71  Form CO , paragraphs 253. 
18  
 (a) First, on the demand side, both devices serve  the same purpose, i.e. allowing 
in-store payments and traditional POS terminals are a credible alternative for 
most if not all merchants that would consider mPOS terminals. Conversely, 
some retailers may prefer the more solid materials of a traditional PO S, but 
ultimately mPOS would be a substitute.72 The Notifying Party does indicate 
that mPOS terminals are typically less expensive than traditional POS 
terminals.73 
(b) Second,  on the supply side, traditional POS manufacturers can easily supply 
mPOS devices, as they are made in the same manufacturing plants and there 
are no significant barriers to switching production between the two.74 
(58) Regarding a subdivision by POS terminal customer size , the Notifying Party 
submits  that this segmentation is not relevant as any given player would be able to 
serve customers of all sizes. Any stronger positions with smaller or larger merchants 
in a given country is a result of historical market entry, commercial strategy and 
distribution channels. In any event, the Notifying Party indicates that it would not be 
able to assess a market segmented by customer size, as there is not market sizing 
available for each category of customer and there is no harmonised definition for the 
customer categories.75  
The Commission’s assessment  
(59) The market investigation largely confirm ed the Notifying Party’s  arguments that 
there are two distinct markets for POS terminals, namely  for (i) the manufacture and 
supply of POS terminals (mainly to distributors, merchant acquirers, and large 
merchants) a nd (ii) the provision and management of POS terminals to merchants.76 
A large majority of merchants indicated they would not increase their purchase of 
managed POS terminals if the price of POS terminal hardware shipped  would 
increase , and con versely  would not increase their purchase of “naked” POS terminals 
if the price of managed POS terminals would increase .77  
(60) The market investigation largely confirmed that the provision (and management) of 
POS terminals should be viewed as distinct from the provision of merchant acquiring 
services, as the two are not necessarily purchased together. However, in some 
countries these markets are closely related such as in Austria . Indeed, s ome 
respondents confirmed the Parties’ claim that it may depend on the country 
concern ed, with Austria in particular being a country where the POS terminal is 
supplied alongside merchant acquiring services , suggesting these services are 
complementary, rather than being substitutes .78 
(61) The market investigation was not conclusive as to whether the market  for the 
manufacture and supply of POS terminals  should be further segmented between the 
different categories of POS (including traditional POS, mPOS, or SmartPOS).  
                                                 
72  Form CO , paragraphs 254 and 256.  
73  Form CO , paragraph 257.  
74  Form CO , paragraph 255.  
75  Form CO, paragraphs 272 -274. 
76  See responses to question 42 of Questionnaire Q2 to PSPs.  
77  See responses to questions 45.1 and 45.2 of Questionnaire Q1 to Merchants.  
78  See responses to question 43.1 of Questionnaire Q1 to Merchants.  
19  
 (a) As regards  the demand side, a large majority of merchants indicated they 
would no t increase their purchase of another type of POS terminals if the 
price of a specific category would increase , including in particular merchants 
in industries such as transport or catering which may require the use of 
mPOS.79  
(b) Regarding  the supply side, a large majority of respondents , including both 
merchants and PSP consider that  POS terminals are commoditised products 
and that most manufacturers are able to offer a similar product range.80 In 
addition, most suppliers offer all categories of POS terminals.  This is 
particularly the case of the main POS terminal manufacturers globally, 
including the Parties, as well as PAX, Veri Fone, Datecs, First Data, Spire and 
Castles .81 However , only a minority of POS terminal manufacturers indicated 
that they could switch  production between the different categories of POS 
terminals at short notice and for limited investments .82  
(62) In line with the Notifying Party ’s views, the market investigation did not provide any 
element that would suggest that a segmentation by category o f POS terminals would 
be appropriate  with regard to  the provision and management of POS terminals . 
(63) With regard to a segmentation based on customer size  (e.g. SMEs and large 
customers) , the market investigation indicates that such a segmentation is not 
appropriate . While t he market investigation indicates that supply conditions may 
differ between large and small customers, this is largely linked to scale effects , rather 
than reflecting differing competitive dynamics.83 As large customers purchase more 
POS terminals, they benefit from better supply conditions including lower prices , 
while different customer categories do not constitute fully distinct market segments. 
A majority of merchants  (including large retailers) in dicated that their needs are 
fairly commoditised in the sense that they do not require  specific products or services 
that only a number of POS terminal providers can offer.84  
(64) It follows  from the above that for the purposes of this decision, it is necessary  to 
distinguish product markets for (i) the manufacture and supply of POS terminals and 
(ii) the provision and management of POS terminals. In addition, for the purposes of 
this decision, a segmentation depending on customer size is not  needed , and the 
question as to whether a segmentation depending on the type of POS supplied  for the 
manufacture and supply of POS terminals , can be left open , as the competitive 
assessment would not ch ange With regards to the provision and management of POS 
terminals, no fur ther sub -segmentation is needed.  
  
                                                 
79  Responses to question 47 of Questionnaire Q1 to Merchants .  
80  Responses to question 52 of Questionnaire Q1 to Merchants ; responses to question 51 of Questionnaire Q2 
to PSPs.  
81  Responses to question 50 of Questionnaire Q2 to PSPs.  
82  Responses to question 50.3 of Questionnaire Q2 to PSPs.  
83  Responses to questions 51 and 51.1 of Questionnaire Q1 to Merchants; Responses  to questions 53 and 53.1 
of Questionnaire Q2 to PSPs.  
84  Responses to question 66 of Questionnaire Q1 to Merchants.  
20  
 4.2.2.2.  Geographical market definition  
The Commission’s precedents  
(65) In its previous decisions, the Commission considered that the geographic market 
definition for the provision and management of POS terminals is likely national, o r at 
least regional (e.g. Benelux, Nordics) in scope. In particular, the Commission noted 
that technical specifications such as standards and protocols  may differ between 
countries. Furthermore, the Commission considered that the provision and 
management o f POS terminals requires presence of local service teams. Ultimately, 
the Commission left the geographical market definition open.85 
(66) The Commission has not considered a market for the manufacturing and supply of 
POS terminals separate from the provision and  management of POS terminals in its 
past decisional practice.  
The Notifying Party’s view  
(67) The Notifying Party submits that the market for the manufacturing and supply of 
POS terminals is worldwide, and at the very least EEA wide, in scope.  
(68) On the supply side, the Notifying Party indicates that terminals are sold as hardware , 
which is not country -specific, and that international players can sell their terminals 
across countries. To support this, they indicate that Asian players such as PAX and 
Newland have  been able to gain market share in the EEA  rapidly .86 The Notifying 
Party further submits that whilst some times  country -specific applications need to be 
developed, this is usually done once a client has been secured, and only requires that 
a supplier has th e ability to develop such application, which all do.  
(69) On the demand  side, the Notifying Party submits that the customers for the 
manufacturing and supply of POS terminals are large retailers, banks and merchant 
acquirers, which are all sophisticated buyers and often have demand across multiple 
countries. According to the Notifying Party, the rapid rise of Asian manufacturers in 
the EEA shows that customers have no preference for manufacturers from the EEA.87 
(70) The Notifying Party further support s its view that the market for manufacturing and 
supply of POS terminals is worldwide by presenting the global sales volumes of the 
Parties, which show that particularly Ingenico is active globally : sales outside of 
Europe  make up [...]% of Ingenico’s and [<20]%  of Worldl ine’s POS terminal 
sales.88 
(71) On the other hand, i n line with its view on the market for POS merchant acquiring, 
the Notifying Party considers that the market for the provision and management of 
                                                 
85  See Case s COMP/ M.9387 – Allied Irish Banks/First Data Corporation/Semeral , decision of 23.10.2019 , 
paragra phs 16 -18; COMP/ M.9357 - FIS/WorldPay , decision of 5.07.2019 , paragraph s 39-41; and 
COMP/ M.7873  - Worldline/Equens/PaySquare , decision of 20.04.2016 , paragraphs 128 -134. 
86  Form CO, paragraph 285.  
87  Form CO, paragraph 286.  
88  Form CO, paragraphs 287 -290. 
21  
 POS terminals is national in scope, or in some cases comprises c lusters of countries 
(e.g. the Nordics, consisting of Denmark, Finland, Norway and Sweden).89 
The Commission’s assessment  
(72) The market investigation largel y confirm ed the Parties’ submissions according to 
which the geographic scope for the markets are: (i) at least EEA -wide for the 
manufacturing and supply of POS terminals, and (ii) national for the provision and 
management of POS terminals.  
(73) The large majority of respondents  confirm ed that it is not necessary for a POS 
terminal manufacturer to have a physical presence in a country to ship POS 
terminals.90 In fact, the large majority of POS terminal manufacturers responding to 
the investigation who do not offer managemen t services in some countries still ship 
POS terminals to these countries .91  
(74) Regarding the shipment of POS terminals hardware, the large majority of  responding 
merchants who expressed a view consider that there are no barrier s to procur ing POS 
terminals acr oss countries. Similarly, a majority of PSPs consider that there are no 
obstacle s to ship ping or purchas ing POS terminals across the world and that there are 
no barrier s for them to procure POS terminals across countries .92 The share of 
transport costs in t he final prices of POS terminals is typically below 5% .93 
Moreover,  even if POS terminals may need certain protocols specific to some 
countries , the Parties confirmed that neither Worldline nor Ingenico own proprietary 
protocols ensuring the connection/inte roperability between POS terminals and 
merchant acquirers in the EEA, or any intellectual property rights over these protocol 
(including for instance the C -TAP, ZVT, EP2, CB2 and CB2A protocols)  and that 
suppliers are able to include the required protocols .94 In this vein, a significant 
competitor explains that “ with respect to the software integrated in the POS 
termi nals, [the competitor]  considers that there can be minor regional differences 
and software can sometimes be specific to one country. Difference s include, for 
example, integrating with local scheme networks and language. However, the 
software can easily be adapted to the relevant country in question and local scheme 
networks and language can easily be integrated in the software. [The competitor]  
indicates that software can be provided by the POS manufacturer, by payment 
service providers (PSPs), independent software vendors (ISVs), acquiring processors 
or in some cases merchants”.95 
(75) On the other hand, a majority of merchants indicate d that it is nec essary for a POS 
terminal supplier to have a physical presence in a country to manage POS terminals , 
including to ensure swifter maintenance and support .96 In this vein,  one manufacturer 
                                                 
89  Form CO, paragraph 291.  
90  Responses to question 48 of Questionnaire Q1 to Merchants; responses to question 46 of Questionnaire Q2 
to PSPs.  
91  Responses to question 52 of Questionnaire Q2 to PSPs.  
92  Responses to question 51 of Questionnaire Q1 to Merchants; responses to questio ns 45 and 47 of 
Questionnaire Q2 to PSPs.  
93  Responses to question 44 of Questionnaire Q2 to PSPs.  
94 For more details, see Section 4.6.1.  
95  Non-confidential minutes of a call with a competitor on 12 June 2020.  
96  Responses to questions 49 and 49.1 of Ques tionnaire Q1 to Merchants.  
22  
 of POS terminal s confirmed for instance that it “ offers [management] s ervices only in 
case it has the required operations in the countr y”.97 Finally, the responses of PSPs 
are mixed  on the issue .98 
(76) Considering that the market investigation has not yielded any clear indications that 
would militate in favour of deviating from the Commission´s previous decisional 
practice and the Notifying Party ’s views, the Commission considers that for the 
purposes of this decision , the market for the provision and management of POS 
terminals should be considered as national in scope.  
(77) In line with the Notifying Party ’s views and considering the results of the market 
investigation, the Commission considers  that for the purposes of this decision (i) the 
market for the manufacture and supply of POS terminals and any plausible sub -
segmentation  according to type of terminal  should be considered as at least EEA -
wide in scope, and that (ii) the market for the provision and management of POS 
terminals should be considered as national in scope.  
4.2.3.  Acquiring processing  
4.2.3.1.  Product market definition  
The Commissi on’s precedents  
(78) The Commission previously considered a distinct market for card processing and 
within that market, it has discussed the existence of separate relevant markets for 
acquiring processing services and issuing processing services. The exact mark et 
definition was , however , ultimately left open.99  
(79) Within acquiring processing, the Commission has identified a possible further sub -
segmentation based on (i) the payment card scheme (domestic /international) and (ii) 
the platform, distinguishing between p hysical POS terminals and through web -
enabled interfaces (e -commerce). The exact market definition was ultimately left 
open.100 
The Notifying Party’s view  
(80) The Notifying Party submits that acquiring processing constitutes a separate product 
market, and that further subdivisions are not appropriate.101  
(81) Regarding  a segmentation between domestic and international card scheme networks , 
the Notifying Party indicates that there is full supply side and demand side 
substitutability between acquiring processing service s for these segments, as all 
                                                 
97  Non-confidential Minutes of a call with a competitor held on 17 June 2020, paragraph 15.  
98  Responses to question 47 of Questionnaire Q2 to PSPs.  
99  See Cases  COMP/M.9452 - Global Payments/TSYS , decision of 16.9.2019 , paragraphs 17 -25; 
COMP/M.7873 - Worldline/Equens/Pay Square , decision of 20. 4.2016, paragraphs 33 -37; and M.7241 - 
Advent International/Bain Capital Investors/Nets Holding , decision of 8.7.2014,  paragraph 31 -36. 
100 See Cases COMP/M.8073 - Advent Internationa l/Bain Capital/Setefi Services/Intesa Sanpaolo Card , 
decision of 10.8.2016, paragraphs 22 -27; and COMP/M.7241 - Advent International/Bain Capital 
Investors/Nets Holding , decision of 8.7.2014 , paragraph 36.  
101  Form CO, paragraph 313.  
23  
 acquirer processors can process both and customers generally choose one processor 
for both types of schemes.102 
(82) Similarly, concerning a segmentation between POS and web -enabled (e -commerce) 
acquiring processing , the Notifying Par ty indicates that acquiring processing for both 
types of transactions are fully substitutable as well. The Notifying Party indicates that 
web-enabled transactions are characterised by a higher level of security due to the 
higher risk of fraud, but that reg ardless, acquiring processors handle both transaction 
types indifferently. Additionally, customers generally only choose one processor for 
both types of transactions.103 
The Commission’s assessment  
(83) Card processing includes all gateways concerning payment car d transactions. Card 
processing services include acquiring processing services and issuing processing 
services.  Acquiring processing services are required for merchant acquirers whereas 
issuing processing services are necessary for issuing banks. The activ ities of the 
Parties do not overlap in issuing processing.   
(84) Acquiring processing relates to the merchant -oriented side of technically processing a 
card payment transaction. It includes the network routing of payments towards the 
corresponding issuer and th e POS authori sation.  
(85) The market investigation confirmed the argument of the Parties that the majority of 
customers source  acquiring processing services for POS transactions and for web -
enabled (e -commerce) transactions from the same supplier.104 In the same  vein, the 
majority of customers consider ed that there are not significant difference s between  
acquiring processing services for POS transactions and those for web -enabled 
transaction.105 Similarly, the large majority of suppliers indicated that they provide  
acquiring processing services for POS transactions and for web -enabled transactions 
and confirmed that , while there are some technical differences or differences 
concerning  security requirements between both, they are not significant.106 
(86) The large majority of customers also indicate d that their acquiring processing 
provider enables payments with all types of cards, including international and 
national card schemes, debit and credit cards and different card schemes such as Visa 
or Mastercard and that there ar e not significant differences between acquiring 
processing services for different types of cards.107 The large majority of suppliers 
also indicated that their a cquiring processing services enable payments with all types 
of cards .108 
(87) Considering the results of the market investigation and  in line with the Notifying 
Party ’s views, the Commission considers that, for the purposes of this decision, 
                                                 
102  Form CO, paragraph 3 14. 
103  Form CO, paragraph 315.  
104  Responses to question 96 of Questionnaire Q2 to PSPs . 
105  Responses to question 97 of Questionnaire Q2 to PSPs . 
106  Responses to questions 111 and 112 of Questionnaire Q2 to PSPs . 
107  Responses to question 98 and 99 of Questionnaire Q2 to PSPs . 
108  Responses to question 113 of Questionnaire Q2 to PSPs . 
24  
 acquiring processing is a separate product market and that no further segmentation is 
appropriate . 
4.2.3.2.  Geographical market definition  
The Commission’s precedents  
(88) In its decisional practice, the Commission has previously left open whether the 
provision of payment card processing services , in general, and of acquiring 
processing services, in particular, is national or EEA -wide i n scope.109  
The Notifying Party’s view  
(89) The Notifying Party considers that the geographic scope for acquiring processing 
services is at least EEA -wide in scope, but considers that the market definition can be 
left open as it does not believe the Transaction raises concern for acquiring 
processin g services under  any geographic market definition.110  
(90) The Notifying Party indicates that acquiring processing is primarily an IT service that 
can be delivered from anywhere, and can be provided from data centres located in a 
different country than the custo mer. Additionally, it indicated that acquiring 
processing requirements are commoditised, and requirements are the same across 
EEA Contracting Parties . Finally, the Notifying Party indicates that major processors 
all operate across multiple EEA Contracting Parties , and that Directive  2015/2366  
contains “passporting” provisions that enable processors to provide services across 
the Union , further facilitating cross -border provision of acquiring processing 
services.111 
The Commission’s assessment  
(91) The results  of the market investigation support an EEA -wide market definition  as 
regards acquiring processing services . The large majority of customers indicated that  
they procure acquiring processing services from acquiring processing providers 
established anywhere in th e EEA.112 In this vein, the large majority of customers 
indicated that international acquiring processing providers can credibly supply all 
types of acquiring processing services to businesses in the territory of every EEA 
Contracting Party  in which they are active .113 The majority of customers are also of 
the view that there are no significant barriers  to procuring acquiring processing 
services at EEA level .114 The market investigation also revealed that the majority of 
providers offer acquirin g processing in the territory of all EEA Contracting Parties  or 
in a significant number thereof .115 
                                                 
109  See COMP/M.9452 - Global Payments/TSYS , decision of 16.09.2019 , paragraphs 28 -29; COMP/M.7873 - 
Worldline/Equens/Pay Square , decision of 20.04.2016 , paragraphs 112 -114; and M.7241 - Advent 
International/Bain Capital Investors/Nets Holding , decision of 8.07.2014 , paragraphs 37 -41. 
110  Form CO , paragraphs 323 and 325.  
111  Form CO , paragraph 325.  
112  Responses to question 103 of Questionnaire Q2 to PSPs . 
113  Responses to question 104 of Questionnaire Q2 to PSPs . 
114  Responses to question 105 of Questionnaire Q2 to PSPs . 
115  Responses to question 115 of Questionnaire Q2 to PSPs . 
25  
 (92) It results from the above that for the purposes of this decision the market for 
acquiring processing  services should be considered as EEA -wide in scope . 
(93) The T ransaction does not give rise to a horizontally  affected market for acquiring 
processing  services at EEA level . Therefore , these services  will not  be considered 
further in the competitive assessment of horizontal overlaps in this  decision . 
4.2.4.  E-commerce accep tance services  
4.2.4.1.  Product market definition  
The Commission’s precedents  
(94) The Commission has not yet considered the activity of e -commerce acceptance in its 
previous decisions.  
The Notifying Party’s view  
(95) The Notifying Party submits that e -commerce acceptance services constitute a 
separate product market. As e -commerce payment transaction do not involve a 
physical POS terminal, customers need to select the payment method and enter their 
payment authenticati on details via a web  page, i.e. an e -commerce acceptance 
solution.116 
(96) The Notifying Party considers that the market for e -commerce acceptance solutions 
is not part of the market for e -commerce merchant acquiring, as the service is 
different, e -commerce accep tance being a technical service and merchant acquiring a 
financial service. The Notifying Party submits that further subdivision of the e -
commerce market is not appropriate .117 
The Commission’s assessment  
(97) The market investigation supports the Notifying Parti es views. In particular, a 
significant proportion of customers procure e -commerce merchant acquiring services 
separately from e-commerce acceptance  servi ces.118 The market investigation also 
suggest s that no further segmentation is appropriate . The large maj ority of b oth 
customers and competitors indicated that e -commerce acceptance providers enable 
payments with all cards and that there are no significant differences between e-
commerce acceptance services for different card types.119 
(98) It results from the above that, in line with the Notifying Party ’s views, for the 
purposes of this decision, e -commerce acceptance is a separate product market and 
that no further segmentation is appropriate . 
  
                                                 
116  Form CO , paragraphs 197 -198. 
117  Form CO , paragraph 204.  
118  Responses to question 79 of Questionnaire Q1 to Merchants . 
119  Responses to questions 77 and 78 of Questionnaire Q1 to Merchants; responses to question 68, 69, 79 and 
80 of Questionnaire Q2 to PSPs . 
26  
 4.2.4.2.  Geographical market definition  
Commission’s precedents  
(99) The Commission h as not yet considered the activity of e -commerce acceptance in its 
previous decisions.  
The Notifying Party’s view  
(100)  The Notifying Party submits that, in line with the geographical market definition for 
e-commerce merchant acquiring and acquiring processing, e-commerce acceptance is 
an EEA -wide market as it is part of the same value chain.120 
(101)  The Notifying Party indicates that, on the supply side , e-commerce acceptance 
providers operate throughout the EEA and offer a single solution across countries. 
On the dema nd-side, merchants that are active across the EEA will typically search 
for a single provider of e -commerce acceptance services; locally active merchants 
have the possibility  to choose a local provider  or providers with presence across 
countries .121 The Noti fying Party further submits that the proportion of e -commerce 
merchants involved in cross -border activities is significant, such that cross -border 
sales represent 20% of e -commerce sales,122 [...].123 
The Commission’s assessment  
(102)  The market investigation suppor ts the views of the Notifying Party as regards the 
EEA -wide  scope of the market  for e-commerce acceptance . The  large majority of 
customers use EEA -wide procurement strategies or confirm that they could procure 
from players established anywhere in the EEA.124 Customers also confirm that 
international players can supply throughout the EEA and consider that there are no 
factors preventing them from procuring competitively across the EEA.125 Moreover, 
the majority of customers would switch to a player based elsewhe re in the EEA if the 
price offered by a local (national) supplier  were to increase by  5 to 10%.126 In 
addition , the majority of competitors  indicated that they offer  e-commerce 
acceptance services in all EEA countries. The majority of competitors consider th at 
there are no significant barriers to offering e -commerce acceptance services in all the 
EEA.127 Indeed, competitors that are only active locally or in a few countries  explain 
                                                 
120  Form CO, paragraph 208  
121  Form CO, paragraphs 209 -211. 
122  Form CO , paragraph 213, referring to a report by Cross Border Commerce Europe, entitled “23% of 
ecommerce in Europe is cross -border” of 14.3.2019. This report covers 16 European countries: Austria,  
Belgium, Denmark, France, Germany, Greece, Ireland, Italy, Luxembourg, the Ne therlands, Norway, 
Portugal, Spain, Sweden, Switzerland and the UK.  
123  Form CO , paragraph 218.  
124  Responses to question 80 of Questionnaire Q1 to Merchants ; responses to question 71 of Questionnaire Q2 
to PSPs . 
125  Responses to question 81 and 82 of Questio nnaire Q1 to Merchants; Responses to question 72 and 73 of 
Questionnaire Q2 to PSPs . 
126  Responses to question 83 of Questionnaire Q1 to Merchants . 
127  Responses to question 82 of Questionnaire Q2 to PSPs . 
27  
 that no t expanding their activities across the EEA  is a strategic/commercial cho ice, 
rather than the result of any particular barriers .128  
(103)  It results from the above that for the purposes of this decision the market for e -
commerce acceptance services should be considered as EEA -wide in scope . 
(104)  While both Parties offer th ese services, the Transaction does not give rise to a 
horizontally  or vertically  affected market of e-commerce acceptance services at EEA 
level . Such services will therefore not be further discussed  in this decision . 
4.2.5.  In-store acceptance services  
4.2.5.1.  Product market definition  
The Commission’s precedents  
(105)  The Commission has not yet considered the activity of in -store acceptance in its 
previous decisions.  
The Notifying Party’s view  
(106)  The Notifying Party explains that i n-store acceptance comprises the following set of 
services:129 
(a) Conc entration of transaction flows  – providing a single remittance of 
transactions across various shops to the merchant acquirer once per day 
(instead of several transfers per day), to reduce costs for the merchant and 
simplify reporting;  
(b) Multiple -acquirer switching – directing payment transactions to a specific 
merchant acquirer based on, e.g. the currency (currency -based switching) or 
based on the type of card (card -based switching). The latter is particularly 
relevant in France, Spain an d in the U nited Kingdom , where card issuers also 
act as merchant acquirers, and transactions can be routed to the issuer that 
issued the card to reduce costs for the merchant;  
(c) Reporting services – providing of reports such as, for example, revenues per 
day, per shop or per merchant acquirer.  
(107)  The Notifying Party considers that i n-store acceptance services are only relevant to 
large retailers that rely on multiple merchant acquirers, and that the set of services , 
described above , are always provided by a sing le provider.  
(108)  The Notifying Party submits that in -store acceptance services constitute a separate 
product market distinct from merchant acquiring and acquiring processing and that 
no consider any further segmentation is appropriate .  
  
                                                 
128  Responses to question 81 of Questionnaire Q2 to P SPs. 
129  Form CO, paragraph 294.  
28  
 The Commission’s assessment  
(109)  In-store acceptance is a technical service that allows a merchant to optimi se 
connection to multiple acquirers: it is a centrali sed platform that connect s all POS 
terminals to all its merchant acquirers and allows concentration of transaction fl ows, 
multiple -acquirer switching or reporting services. In -store acceptance is not a 
mandatory technical service and is only provided to large retailers which have a 
significant volume of terminals and transactions for which optimi sation of payment 
flows i s necessary . The market investigation confirmed that a significant proportion 
of customers do not require in-store acceptance services at all and that those that do 
require in-store acceptance services procure them separately from other services  such 
as me rchant acquiring.130 Therefore, the Commission considers that  in-store 
acceptance services constitute  a market that is distinct from merchant acquiring and 
acquiring processing , the latter two being mandatory services, required by all type s of 
customers.  
(110)  The market investigation did not provide any indication that any further subdivisions 
would be appropriate . 
(111)  It results from the above that, in line with the Notifying Party ’s views, for the 
purposes of this decision, in-store  acceptance  services  constitute  a separate product 
market and that no further subdivision is appropriate . 
4.2.5.2.  Geographical market definition  
The Commission’s precedents  
(112)  The Commission has not yet considered the activity of in -store acceptance in its 
previous decisions.  
The Notifying Party’s  view 
(113)  The Notifying Party considers that, on the supply side, in -store acceptance service 
providers are typically larger players with the required technical platforms and 
typically offer their services in multiple countries. On the demand side, the custome rs 
in the market only consists of large retailers, which typically have cross -border 
activity and source their in -store acceptance services for multiple countries from a 
single supplier.131 
(114)  The Notifying Party submits that  the market is EEA -wide but that  ultimately, the 
geographic market definition can be left open, as the Transaction does not  raise 
competition concerns regardless of the geographic market scope , as the activities of 
the Parties  only overlap in France.132  
The Commission’s assessment  
(115)  The market investigation results support the finding that the market for in-store 
acceptance is EEA -wide in scope . The large majority of customers  indicated that they 
                                                 
130  Responses to question 90 of Questionnaire Q1 to Merchants . 
131  Form CO, paragraph 302 -304. 
132  Form CO , paragraph 305.  
29  
 source  in-store acceptance service s from providers established anywhere in the EEA 
or that they could  easily procure these services from in -store acceptance service 
providers anywhere in the EEA133. In this vein, the majority of customers indicated 
that international in -store acceptance servi ce providers can credibly supply all types 
of in -store acceptance services to businesses in the territory of  every EEA 
Contracting Party in which they are active. While local support is needed, many 
customers indicate that international players have the ca pabilities to offer such 
support.134 Moreover, while competitors identified some barriers to offer ing in-store 
acceptance services everywhere in the EEA such as local schemes, language barriers 
or consumer preferences, a large number of competitors indicated  that they are able 
to provide in -store acceptance services at EEA level or at least in several countries in 
the EEA.135 
(116)  It results from the above that for the purposes of this de cision the market for in -store  
acceptance services should be considered as EEA -wide in scope . 
4.2.6.  NSP services in Germany  
(117)  NSP services are a service that is specific to the German card payment system, and 
relates to the unique set -up of the German domestic Girocard scheme, which 
represents the majority of payment transactions in Germany.  
(118)  Girocard is a so -called “four -party s cheme”, which involves the merchant, the card 
holder, a bank and an NSP (Netzbetreiber ). The NSP provides services to the 
merchant including card acceptance, POS terminal provision and management, and 
routing of Girocard transactions to issuer banks. For i nternational card schemes, the 
NSP routes the transaction to merchant acquirers, which can either be in -house or an 
external party. Figure 3 presents the set -up of the German Girocard scheme.  
                                                 
133  Responses to question 91 of Questionnaire Q1 to Merchants . 
134  Responses to question 92 and 93 of Questionnaire Q1 to Merchants . 
135  Responses to question 88 and 89 of Questionnaire Q2 to PSPs . 
30  
  
Figure 3: Set -up of the German Girocard scheme  
Source: Notifying Party  
(119)  There are 20 technical NSPs  with NSP licenses in Germany. Most major technical  
NSPs also offer merchant a cquiring services for international debit and credit cards 
(e.g. the Parties, Concardis, Evalon and CardProcess) . The majority of customers 
single -source NSP services, although there are some customers that multi -source  
from different providers . In additio n to Girocard transactions, technical NSPs also 
offer acceptance of payment by Elektronisch es Lastschriftverfahren (“ ELV ”) / 
Online Lastschriftverfahren (“ OLV ”), types of account -to-account payments.  
(120)  Additionally, there are 80-120 com mercial NSPs active in  Germany, which account 
for 20 -25% of all POS payments .136 Commercial NSPs are distinct from the technical 
NSPs mention ed above.  Only the latter are certified NSPs  and only they can provide 
technical Girocard accept ance. Without this certification any undertaking can act as a 
so-called “Girocard merchant  concentrator ” or “commercial NSP”, but need s to 
cooperate with a certified technical NSP to be active on the market.137 Certification is 
obtained from Deutsche Kreditwirtsch aft, which is the association of leading German 
banking -sector associations and the supervisory board of the German Banking 
Industry and which regulates Girocard.138 Commercial NSPs purchase network 
operating se rvices from technical NSPs like Worldline  and s ell them to merchants in 
their own n ame and on their own account whereas their contracts with merchants 
relate to the POS rental part of the service only. Merchants also need to contract with 
the certified NSP player, given that payment transactions are ha ndled by it (i.e. for 
the acceptance of transactions).139 Therefore, commercial NSPs could be regarded as 
                                                 
136  Form CO, paragraph 996.  
137  Form CO, paragraph 1000.  
138  Form CO, footnote 331.  
139  Form CO, paragraph 1000.  

31  
 retailers of NSP services, which they procure from wholesale suppliers such as 
Worldline . 
4.2.6.1.  Product market definition  
The Commission’s precedents  
(121)  The Comm ission has not previously considered the market for the provision of NSP 
services.  The Commission has considered the related market for the provision of 
software for NSPs, which it found to be a separate product market. The Commission 
further considered a market for the provision of software for NSPs that rely on 
terminals using the ZVT -protocol, but left this question open.140 
The Notifying Party’s view  
(122)  The Notifying Party considers that the market for NSP services in Germany is part of 
the larger market for  merchant acquiring services in Germany.141  
(123)  The Notifying Party submits that non -cash payment methods, such as international 
cards, Girocard and ELV, are full substitutes of each other and NSP services and 
merchant acquiring services essentially offer the s ame core service, i.e. the ability to 
accept electronic payments. The Notifying Party further indicates that national 
schemes such as Girocard are under increasing competitive pressure and that 
international payment companies have entered the German market  without offering 
support for the domestic payment methods.142 
(124)  Finally, the Notifying Party submits that if NSP services were to be considered a 
relevant product market, which it does not think is appropriate, it should encompass 
all market player s (both “pu re” NSPs and players offering NSP and merchant 
acquiring services) and both the Girocard and ELV payment methods, as it considers 
these fully substitutable.143  
(125)  Concerning a potential segmentation of NSP services into retail NSP and wholesale 
NSP services th e Notifying Party is of the opinion that such segmentation would not 
be appropriate. In that regard the Notifying Party declares that a lthough commercial 
NSPs purchase network operating se rvices from technical NSPs like Worldline  and 
sell them to merchants  in their own name and on their own account , they  can rather 
be considered as non -exclusive resellers or distributors of certified NSP services i.e.  
they distribute services from several certified NSP.144 Moreover, as far as pricing is 
concerned, certified N SPs such as Worldline or Ingenico provide a buy  rate to the 
commercial NSPs for their transaction services they sell to merchants.  POS terminals 
are purchased by the commercial NSPs and then rented to merchants. Commercial  
NSPs have the freedom of the sale  price (sell rate) for transactions services and 
freedom of  POS rental rate to merchants.145 
                                                 
140  See Case COMP/M.7873 - Worldline/Equens/ PaySquare , decision of 20.4. 2016, paragraphs 84 -92. 
141  Form CO, paragraph 339.  
142  Form CO, paragraph 340 -342. 
143  Form CO, paragraph 343.  
144  Form CO, paragraph 1000.  
145  Form CO, paragraph 1002.  
32  
 The Commission’s assessment  
(126)  The market investigation was not conclusive as to whether a separate market for NSP 
services should be distinguished from a market for  merchant acquiring in Germany.  
(127)  On the demand side , the results of the market investigation were mixed. A  majority 
of merchants indicated that merchant acquirers and NSPs meet the same needs , but a 
still significant  number considered that they do not .146 A majority of merchants 
procures  NSP and merchant acquiring services together , but a still significant number 
procures them separately . Pricing and more flexibility were listed as reason s for 
procuring NSP and merchant acquiring services separately .147 The maj ority of  
merchants  who procure both services together explained  that they primarily choose 
the merchant acquirer and then request additional NSP services.148 
(128)  On the supply side , the overwhelming majority of  respondents stated that they 
provide both  NSP and merchant acquiring services.149 Moreover, s uppliers indicated 
that NSP and merchant acquiring  services meet the same customer needs and that 
there are similarities in the functions  and processing steps of these services.150 
Therefore, they require the  same resources f rom the service provider. But 
respondents also  indicated that the licences and certifications required may be 
different.  In th is respect , it was noted that NSP services for Girocard require a 
network agreement with Deutsche Kredit wirtschaf t, whereas merchant acquiring 
services require a regulatory licence from the German financial regulator  BaFin .151 
Regarding security requirements , it was also mentioned that there is no difference 
between these services.152 
(129)  Furthermore, t he market investigatio n did not  reveal  any indication that a sub -
segmentation of NSP services  would appropriate ly reflect market conditions . The 
majority of responding merchants  do not generally request services separately for 
Girocard , ELV  or international credit cards .153 The majority of merchants is also of 
the opinion that the different payment methods (Girocard, ELV/OLV and 
international credit cards ) are regarded as substitutes by consumers for the majority 
of domestic consumer payments.154 This is supported by P SPs, the majority of whom 
stated that customers do not request services for payment acceptance selectively for 
only some  of the se three payment methods.155 Moreover, the majority of PSPs stated 
that they provide paymen t acceptance for Girocard, ELV/ OLV and internati onal 
credit card transactions alike  as part of their NSP services.156  
(130)  The replies of PSPs are split over the question as to whether  these three  different 
payment methods serve different consumer needs . In that regard , it has been pointed 
                                                 
146  Responses to question 99  of Questionnaire Q1 to Merchants.  
147  Responses to questions 100  and 100.1 of Questionnaire Q1 to Merchants.  
148  Responses to question 100.2  of Questionnaire Q1 to Merchants.  
149  Responses to question 12 1 of Questionnaire Q2 to PSPs.  
150  Responses to question 122  of Questionnaire Q2 to PSPs.  
151  Responses to question 122.1 of Questionnaire Q2 to PSPs.  
152  Responses to question 122.1 of Questionnaire Q2 to PSPs.  
153  Responses to question 101  of Questionnaire Q1 to Merchants.  
154  Responses to question 102  of Questionnaire Q1 to Merchants.  
155  Responses to question 124 of Questionnaire Q2 to PSPs.  
156  Responses to question 123 of Questionnaire Q2 to PSPs.  
33  
 out that Girocard a nd ELV /OLV transactions are cheaper for consumers. However, a 
majority is of the opinion that these payment methods can be substituted in a cost -
effective and practicable manner  for the majority of domestic consumer payments .157 
(131)  The market investigation among PSPs  also revealed that it is appropriate to 
distinguish between the provision of NSP services at wholesale level, mainly to 
banks or commercial NSPs , and at retail level, with the majority of PSPs supporting 
such a distinction.158 One respondent noted  that in this regard NSP services have 
different processes and different customer service requirements.159 However, the 
market investigation among PSPs also revealed that  the provision of NSP services at 
wholesale level to banks and commercial NSPs is not co nsidered as a separate market  
that is upstream of NSP services provided by banks or commercial NSPs . Banks and 
commercial NSPs are rather seen as a mere distribution channel s by the majority of 
PSPs, albeit PSPs differed in their assessment of price settin g freedom for the 
retailer .160 A minority was of the opinion that NSP services provided at wholesale 
level to banks and commercial NSPs are an alternative channel of distribution, and 
the customer , (distributing) bank or commercial NSP,  does not play an impo rtant 
role. A minority was also of the opinion that NSP services at  wholesale level to banks 
and commercial NSPs can be considered as an alternative channel of distribution, 
with some degree of freedom, in  terms of retail pricing power in particular . An eq ual 
number  was also of the opinion that NSP services at  wholesale level to banks and 
commercial NSPs  constitute a separate upstream market , where wholesalers would  
actively compete for customer banks or commercial NSPs, which  subsequently enjoy 
a great degree of freedom to sell NSP services to their merchant customers.  However, 
PSPs also stated in their  majority that at retail level  pricing policy can be set  freely .161 
(132)  It results from the above, that for the purposes of this dec ision, NSP services may 
constitute a separate product market. Such a market would be comparable to the 
domestic POS merchant acquiring services in other countries, as mentioned in this 
decision , but also includes additional functions, specific to the Germa n market . 
Therefore, for the purposes of this decision the plausible  market s for POS merchant 
acquiring for international card transactions and one for NSP services  with its 
specific functions  for domestic card transactions in Germany are assessed separate ly, 
followed by a conclusion for the overall market for POS merchant acquiring in 
Germany . However, for the purposes of this decision , it can ultimately be left open  
whether  NSP services and POS merchant acquiring in Germany constitute separate 
markets or whether they form  an overall market including both types of services . 
This is because the competitive assessment did not reveal competition concerns for 
any respective market definition.  
  
                                                 
157  Responses to question 125 and 125.1  of Questionnaire Q2 to PSPs.  
158  Responses to question 126  of Questionnaire Q2 to PSPs.  
159  Responses to question 126.1  of Questionnaire Q2 to PSPs.  
160  Responses to question 127  of Questionnaire Q2 to PSPs.  
161  Responses to question 128.4  of Questionnaire Q1 to Merchants.  
34  
 4.2.6.2.  Geographical market definition  
The Commission’s precedents  
(133)  The Commission ha s not previously considered the market for the provision of NSP 
services. In its assessment of the related market of the provision of software for 
NSPs, the Commission found that the market is likely national in scope, but 
ultimately left the question open.162 
The Notifying Party’s view  
(134)  The Notifying Party consider s that the geographic dimension of the market for NSP 
services is national, it being a specificity of the German market.163 
Commission’s assessment  
(135)  Since NSP services, and in particular t he certification requirement with the Deutsche 
Kreditwirtschaft, are specific to the German market and since the provision of 
software for NSPs has been found likely to be national in scope in past decisional 
practice the German market for NSP services  can be regarded as having a national 
dimension.  
4.3. Legal Framework  
(136)  Under Articles 2(2) and 2(3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a  substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
4.3.1.  Horizontal  mergers  
(137)  A merger can entail horizontal effects. In this respect, the Commission Guidelines on 
the assessment of horizontal mergers under the Council Regulation on the control of 
conc entrations between undertakings  (“the Horizontal Merger Guidelines”)164 
distinguish between two main ways in which mergers between actual or potential 
competitors on the same relevant market may significantly impede effective 
competition, namely (a) by eliminating important competitive constraints on one or 
more firms, which consequently would have increased market power, without 
resorting to coordinated behaviour (non -coordinated effects); and (b) by changing the 
nature of competition in such a way that firms that previously were not coordinating 
their behaviour are now signi ficantly more likely to coordinate and raise prices or 
otherwise harm effective competition. A merger may also make coordination easier, 
more stable or more effective for firms that were coordinating prior to the merger 
(coordinated effects).165 
                                                 
162  See Case COMP/M.7873 - Worldline/Equens/ PaySquare , decision of 20.04.2016 , paragraphs 138 -140. 
163  Form CO, paragraph 347.  
164  OJ C 31, 5.2.2004 , p. 5. 
165  Horizontal Merger Guidelines, paragraph 22.  
35  
 4.3.2.  Non-horizont al mergers   
(138)  In addition, a merger can also entail non-horizontal  effects when it involves 
companies operating at different levels of the same supply chain  or in closely related 
markets . Pursuant to the Commission Guidelines on the assessment of non-horizontal 
mergers under the Council Regulation on the control of concentrations between 
undertakings (the “Non -Horizontal Merger Guidelines”)166, non-horizonta l mergers 
do not entail the loss of direct competition between merging firms in the same 
relev ant market and provide scope for efficiencies. However, there are circumstances 
in which non-horizontal  mergers may significantly impede effective competition. 
This is in particular the case if they give rise to foreclosure.167 In the assessment of 
non-horiz ontal mergers, the Commission distinguishes between t wo broad types of 
such mergers: vertical mergers and conglomerat e mergers.  
(139)  Vertical mergers involve companies operating at different levels of the supply chain. 
For example,  when a manufacturer of a cert ain product (the ‘upstream firm’) merges 
with one of its distributors  (the ‘downstream firm’), this is called a verti cal merger.  
(140)  Conglomerate mergers are mergers between firms that are in a relationship that is 
neither horizontal (as competitors in the sam e relevant market) nor vertical (as 
suppliers or customers). In practice, the Commission focusses on mergers between 
companies that are active in closely related markets (e.g. mergers involving suppliers 
of complementary products or products that belong to  the same product range).   
(141)  In assessing potential vertical effects  of a merger, the Commission analyses whether 
a merger results in foreclosure so that actual or potential rivals' access to supplies or 
markets is hampered or eliminated as a result of the m erger, thereby reducing these 
companies' ability and/or incentive to compete. Such foreclosure may discourage 
entry or expansion of rivals or encourage their exit. Foreclosure thus can be found 
even if the foreclosed rivals are not forced to exit the marke t: It is sufficient that the 
rivals are disadvantaged and consequently led to compete less effectively. Such 
foreclosure is regarded as anti -competitive where the merging companies — and, 
possibly, some of its competitors as well — are as a result able to profitably increase 
the price charged to consumers.  
(142)  The Non -Horizontal Merger Guidelines distinguish b etween two forms of 
foreclosure.168 The first is where the merger is likely to raise the costs of downstream 
rivals by restricting their access to an import ant input (input foreclosure). The second 
is where the merger is likely to foreclose upstream rivals by restricting their access to 
a sufficient customer base (customer foreclosure  
(143)  In assessing both types of foreclosure, the Commission applies the ability,  incentive, 
effects framework. This implies the assessment of whether (1) the merged entity 
would have the ability to engage in foreclosure, (2) it would have the incentive to do 
so, and (3) what would be the overall impact on effective competition in the affected 
mark ets. 
                                                 
166  OJ C 265, 18.10.2008, p. 6.  
167  Non-Horizontal Merger Guidelines, paragraph 18.  
168  Non-Horizontal Merger Guidelines, paragraph 30.  
36  
 (144)  The main concern in the context of conglomerate mergers  is also that of foreclosure. 
The combination of products in related markets may confer on the merged entity the 
ability and incentive to leverage a strong market position from one ma rket to another 
by means of tying or bundling or other exclusionary practices. Tying and bundling as 
such are common practices that often have no anticompetitive consequences. 
Companies engage in tying and bundling in order to provide their customers with 
better products or offerings in cost -effective ways. Nevertheless, in certain 
circumstances, these practices may lead to a reduction in actual or potential rivals' 
ability or incentive to compete. This may reduce the competitive pressure on the 
merged enti ty allowing it to increase prices.  
(145)  In assessing the likelihood of such a scenario, the Commission examines, first, 
whether the merged firm would have the ability to foreclose its rivals, second, 
whether it would have the economic incentive to do so and, th ird, whether a 
foreclosure strategy would have a significant detrimental effect on competition, thus 
causing harm to consumers. In practice, these factors are often examined together as 
they are closely intertwined.  
4.4. Overview of affected markets  
(146)  Worldline a nd Ingenico are both active in the provision of POS and e -commerce 
merchant acquiring services, manufacturing and supply of POS terminals, provision 
and management  of POS terminals and related services, acquiring processing 
services, e -commerce acceptance services, in -store acceptance services and NSP 
services in Germany.  As such, the Transaction gives rise to  various affected 
markets.169  
(147)  The Transaction gives rise to the following  horizontally affected markets:  
(a) POS merchant  acquiring services and possible s egmentations in Austria, 
Belgium, Germany and Luxembourg (Section 4.5.1 to 4.5. 4); 
(b) NSP services in Germany (Section 4.5. 3.2); 
                                                 
169  An affected market  consist of all relevant product and geographic markets, as well as plausible alternative 
relevant product and geographic markets, if in the EEA territory (a) two or more of the parties to the 
concentration are engaged in business activities in the same re levant market (“horizontal relationships”) 
and where the concentration will lead t o a combined market share of 20 % or more; or (b) one or more of 
the parties to the concentration are engaged in business activities in a relevant market, which is upstream 
or downstream of a relevant market in which any other party to the concentration is engaged (vertical 
relationships), and any of their individual or combined mark et shares at either level is 30 % or more, 
regardless of whether there is or is not any existing supplier/customer relationship between the parties to 
the concentration. (See Annex 1, Section 6.3, Regulation (EC) No 802/2004 of 21 April 2004 
implementing the Merger Regulation OJ L 133, 30.4.2004, p. 1).  
The Commission may presume that concentrations w here the market share of the undertakin gs concerned 
does not exceed 25 % either in the common market or in a substantial part of it are not liable to impede 
effective competition and are compatible with the common market. (See paragraph  32 of the Merger 
Regulation and paragraph 18 of the Horizontal Merger Guidelines) . 
The Commission is unlikely to find concerns in non -horizontal mergers, be it of a coordinated or of a non - 
coordinated nature, where the market share post -merger of the new entity in each of th e markets concerned 
is below 30 % and the post -merger HHI is below 2 000. Where a merged entity would have a  market share 
just above the 30 % threshold on one market but substantially below on other, related, markets competition 
concerns will be less likely.  (See paragraph 25 of the Non -Horizontal Merger Guidelines.  
37  
 (c) Manufacturing and supply of POS terminals and possible segmentations in the 
EEA (Section 4.5.5); 
(d) Provision and management of POS terminals  in Austria, Belgium, Germany 
and the Netherlands (Section 4.5.6 to 4.5. 9); and 
(e) In-store acceptance  services  in the EEA (Section 4.5.10). 
(148)  Additionally, the Transaction also gives rise to the following non-horizontal 
relationships, which result in affected markets : 
(a) Vertical effects  – input foreclosure : Production and supply of POS 
terminals  and possible segmentation  (upstream) – Provision and management 
of POS terminals  and possible segmentations  / POS m erchant acquiring 
services  / NSP services  (dow nstream) (Section 4.6.1.1 ); 
(b) Vertical effects  – customer foreclosure : Production and supply of POS 
terminals  and possible segmentations  (upstream) – Provision and management 
of POS terminals  (downstream) (Section 4.6.1.2 ); 
(c) Vertical effects  – input foreclosure : Acquiring processing (upstream) – POS 
merchant acquiring and possible segmentations  (downstream) (Section 
4.6.1.3 ); 
(d) Conglomerate effects:  Production and supply of POS terminals  and possible 
segmentations  – POS m erchant acquiring servi ces and possible segmentations  
(Section 4.6.2.1 ); and 
(e) Conglomerate effects:  Production and supply of POS terminals  and possible 
segmentations  – Acquiring processing services (Section 4.6.2.2 ). 
4.5. Competiti ve assessment of the horizontally affected markets  
4.5.1.  POS merchant acquiring in Austria  
(149)  The Parties’ and their main competitors’ market shares for POS merchant acquiring 
in Austria are provided below.  
  

39  
 between card brands  are largely covered by the segmentations between (i) credit and 
debit cards and (ii) domestic and intern ational card schemes.172 The market 
investigation gave no indication that the Parties’ position varies significantly  for any 
particular card brand or that the Transaction gives rise to competitive concerns 
specific to a single card brand. The Commission therefore considers that its 
assessment can be based on the overall market shares without there being a need to 
establish market shares by card brand segment . 
The Notifying Party’s view  
(153)  The Notifying Party considers that the Transaction will  not result in a significant 
impediment to effective competition on the POS merchant acquiring market in 
Austria  for the reasons set out below.  
(154)  First, the Notifying Party considers that several credible local and international 
competitors are active on the  Austrian market, including Card Complete, 
Concardis/Nets and Hobex. The Notifying Party emphasises that significant 
competitive pressure is exerted by German merchant acquirers on the Austrian 
market. As examples, it names Wirecard, Concardis/Nets in a pa rtnership with 
Austrian telecom company A1, and Intercard.  The Notifying Party submits that some 
merchants, particularly those active in tourism, prefer German merchant acquirers as 
those can offer acquiring for Girocard, the German domestic card scheme.173 
(155)  Second, the Notifying Party argues that the Parties’ market shares in the Austrian 
market are not static, but subject to significant client gains and losses, which 
illustrate the competitiveness of Austria’s market.174 The Notifying Party further 
indicates t hat they have had to lower prices in recent years as a consequence of this 
competition.175 
(156)  Third, the Notifying Party submits that customers contract merchant acquirers via 
multi -lateral commercial process es, including but not limited to tenders. The 
Notifyi ng Party further submits that the Parties only meet on few occasions in these 
multi -lateral processes.176 
(157)  The Parties submit that the fact that they only meet on few occasions is evidence that 
they are not close competitors. According to the Parties, [...].177 
(158)  Fourth, the Notifying Party indicates that the Austrian market is characterised by 
strong merchants, [...], which exert significant countervailing buyer power.178 
                                                 
172  Annex U to the Form CO, paragraph 244 .  
173  Form CO, paragraphs 719 -722 and Concept paper on Austria submitted by the Notifying Party on 5 
September 2020.  
174  Form CO, paragraphs 724 -725. 
175  Concept paper on Austria submitted by the Notifying Party on 5 September 2020.  
176  Form CO, paragraphs 73 0-732 and Concept paper on Austria submitted by the Notifying Party on 5 
September 2020.  
177  Concept paper on Austria submitted by the Notifying Party on 5 September 2020.  
178  Form CO, paragraph 733.  
40  
 (159)  Fifth, the Notifying Party submits that there are no significant obstacles to switching 
mercha nt acquirers in the Austrian market. In support of this, it presents its customer 
churn rates .179  
(160)  Sixth, the Notifying Party considers that the Austrian market has low barriers to 
entry, particularly as there is no domestic card network scheme, and because of 
harmonising regulation at EU level. This allows in particular German merchant 
acquirers to compete on  the Austrian market.  The Notifying Party explains that the 
Austrian market is attractive to foreign acquirers as it is fast -growing.180 
The Commission’s assessment  
(161)  Worldline has  had a strong market position in Austria pre -Transaction, with a market 
share of  [40-50]%  on the overall market for POS merchant acquiring (Austria does 
not have a domestic card network schemes, and therefore only the segment of 
international cards is relevant  for the Commission’s assessment ). The combination 
with Ingenico further str engthens this position to [50-60]%  of the market; a 
significant increment of around [5-10]% . The combined market share level, being 
above 50% , is indicative of a dominant position of the merged entity.181 The market 
is concentrated, with an HHI pre -Transacti on exceeding 2  500. The Transaction 
increases this concentration and involves a  significant  HHI delta exceeding 900. 
(162)  The merged entity would have considerably more market power  than its largest 
competitor, Card Complete, which has a market share of around 20%.  The market 
investigation confirmed Worldline ’s competitive strength, as both merchants and 
PSPs rated Worldline as the strongest merchant acquirer in Austria.  Ingenico was 
also identified as a strong competitor, behind Worldline and Card Complete. 
Merchants additionally identified Adyen as a similarly strong competitor to Card 
Complete, even though it does not have a notable market share according to the data 
provided by the Notifying Party (Table 1).  Therefore , the actual market power of 
Adyen for POS  merchant acquiring in Austria may be lower than estimated by 
merchants.182  
(163)  Furthermore and contrary to what the Notifying Party submits, the market 
investigation indicated that the Parties are particularly  close competitors in Austria.  
PSPs considered Ingenico the single closest competitor to Worldline and merchants 
considered Ingenico the closest competitor to Worldline together with Adyen. Card 
Complete, the largest player in Austria after Worldline, was named less often than 
Ingenico .183 The Notifying Party’s argument that [...] – is contradicted by the tender 
data provided by the Parties, which shows [...].184 The tender data additionally show s 
that the Parties met several times in tenders over the past years.  
                                                 
179  Form CO, paragraphs 734 -737. 
180  Form CO, paragraphs 740-741 and Concept paper on Austria submitted by the Notifying Party on 5 
September 2020.  
181  Horizontal Merger Guidelines, paragraph 17.  
182  Responses to question 30 of Questionnaire Q1 to Merchants; responses to question 26 of Questionnaire Q2 
to PSPs.  
183  Responses to question 34 of Questionnaire Q1 to Merchants; responses to question 31 of Questionnaire Q2 
to PSPs.  
184  Annex O to the Notifying Party’s reply to RFI 9 bis, dated 9 September 2020.  
41  
 (164)  While the market investigat ion confirmed that the majority of merchants see German 
merchant acquirers as a credible option in Austria, only Concardis/Nets was 
considered a relatively strong player, albeit weaker than the Parties. Other German 
merchant acquirers were not considered p articularly strong competitors in Austria.185 
Moreover, t he market shares provided by the Notifying Parties do not indicate a 
significant presence of any other German merchant acquirers on the Austrian market. 
The characterisation by the Notifying Parties th at Concardis/Nets competes 
particularly aggressively in the Austrian market is not clearly supported by the tender 
data and market shares provided by the Notifying Party either. The tender data only 
show few wins by Concardis/Nets, and Concardis/Nets’ mark et shares in Austria 
appear to have remained more or less stable over the past three years. The 
Commission therefore considers that the market investigation could not confirm  that 
the asserted “aggressive competition” and the collaboration with Austrian te lecom 
provider A1, entered into in January 2019, translate in such an increased competitive 
pressure on the Parties in practice  that it would replace the competitive pressure los t 
from the combination of Worldline with Ingenico . 
(165)  The market investigation ga ve mixed results on whether merchants consider that 
there are significant obstacles to switching  to other providers of POS merchant 
acquiring services . Almost half the respondents indicated that they would not be able 
to change merchant acquirers in case o f a SSNIP. Some merchants indicated that they 
would not be able to switch, as no other acquirer could meet their needs in Austria.186 
The Commission considers that this feedback, together with the switching rates 
reported by the Parties which are slightly lo wer than those in Germany, do not 
provide sufficient confirmation of the Notifying Party’s argument that there are no 
obstacles to switching in Austria.  
Table 3: POS merchant acquiring customers won and lost by Worldline in Austria 
between 2017 and 2019 (Source: the Parties)  
“[...]” 
(166)  The large majority of PSPs that responded to the market investigation considered that 
insufficient choice of merchant acquirers would remain on the Austrian market post -
Transaction. PSPs furthermore antic ipated price increases, and a significant number 
indicated that they expect a negative impact  of the Transaction  on the quality  of POS 
merchant acquiring services . One PSP indicated that they expect the Transaction to 
result in “ reduced competition due to dominant size [of the merged entity] combined 
with declining service quality .” 
(167)  Merchants on the other hand were less concerned about choice, but gave mixed 
feedback on whether the Transaction’s impact on prices would be neutral or negative.  
In this context , one merchant noted that “ i[f] no new [merchant acquirers] come [s] 
to Austria there are not many options .” 187 
(168)  The market investigation was not able to confirm that the barriers to entry for the 
Austrian market are low, as the Notifying Party argues. While many competing 
                                                 
185  Responses to question 30 of Questionnaire Q1 to Merchants.  
186  Responses to question 25 of Questionnaire Q1 to Merchants.  
187  Responses to questions 39 and 40 of Questionnaire Q1 to Merchants; responses to questions 37 and 38 of 
Questionnaire Q2 to PSPs.  


44  
 have recently developed offers on the POS merchant acquiring market, such as 
Adyen and Moll ie. 192 
(179)  Fifth , the Notifying Party submits that a s a result of Regulation 2015/751 ,193 
interchange fees for different card payment schemes have largely been aligned. 
According to the Notifying Party, Maestro has since grown in the Belgian market and 
now effectively competes with Bancontact, the domestic scheme .194 
(180)  Sixth , the Notifying Party submits that s trong competition in the  Belgian  market is 
evidenced by the decrease in prices over the last year s. According to the Notifying 
Party, prices for SMEs have dropped between 1.8% and 26% from 2015 to 2019.195 
(181)  Seventh , the Notifying Party indicates that t he Belgian market is characterised by 
strong countervailing buyer power of merchants.196 
The Commission’s assessment  
(182)  The Belgian overall market for POS merchant acq uiring  pre-Transaction is already 
concentrated and characterised by a strong position  of Worldline, with [70-80]%  
market share in 2019 , which is indicative of dominance . The addition of Ingenico’s 
market share, albeit modest ( [0-5]%), would further strengt hen this already dominant 
position.  The market is very concentrated, with an HHI pre -Transaction exceeding 
5 000. The Transaction increases this concentration and involves an HHI delta 
exceeding 350.  
(183)  While  competition has increased somewhat  since the opening of the Bancontact 
scheme to other acquirers than Worldline , respondents to the market investigation 
still considered Worldline by far the strongest merchant acquirer in Belgium. 
Ingenico was rated among  the top three. One respondent indicate s that the Belgian 
market is characterised by “ extreme dominance of Worldline due to the historic 
market share. ”197 Worldline’s dominance in the Belgian market is further illustrated 
by tender data provided by the Notifying Party. [...].198  
(184)  Furthermore, contrary to Worldline’s submission, Ingenico was mentioned most 
often as the closest competitor to Worldline by merchants responding to the market 
investigation.199 While, as the Parties put forward, Ingenico’s participation in tenders 
specific to Belgium is limited [...], Ingenico took part in several tenders that included 
Belgium in their scope. [...]. 
(185)  The majority of merchants responding to the market investigation indicated they 
would switch in case of a price increase. However, many pointed out that this would 
                                                 
192  Form CO, paragraphs 805 -806. 
193  Regulation (EU) 2015/751 of the European Parliament and of the Council of 29 April 2015 on interchange 
fees for card -based pa yment transactions.  
194  Form CO, paragraph 807 -808. 
195  Form CO, paragraph 809.  
196  Form CO, paragraph 810.  
197  Responses to question 31 of Questionnaire Q1 to Merchants; responses to question 27 of Questionnaire Q2 
to PSPs.  
198  Annex P to the Form CO.  
199  Resp onses to question 34 of Questionnaire Q1 to Merchants.  
45  
 entai l significant cost and takes time, e.g. as it is necessary to exchange POS 
terminals.  Exchange POS terminals can be a significant cost and effort for retailers 
with a large installed base, such as grocery stores, as the terminals need to be 
interfaced with  equipment such as the cashpoint and personnel need to be trained.200 
Additionally, the Commission notes that switching rates in Belgium provided by the 
Notifying Party are significantly lower in other national markets, such as Austria and 
Germany.  
Table 6: POS merchant acquiring customers won and lost by Worldline in Belgium 
between 2017 and 2019 (Source: the Parties)  
[...] 
(186)  Respondents to the market investigation were able to mention several examples of 
recent entr ies into the Belgia n POS merchant acquiring market. However, a 
significant amount of respondents characterised entry into the Belgian market as 
difficult or fairly difficult. One competitor pointed out that “The dominance of 
Worldline in the market makes entrance in the Belgian market a significant 
challenge. ”201 
(187)  In terms of impact of the Transaction, a significant number of merchants and a large 
majority of PSPs that responded to the market investigation expected a negative 
impact on price. One merchant explained that “ [i]f there is no increase on the short 
term, on the long term it will have a possible negative impact. [L]ess competition is 
normally the evolution to higher prices and less service ”. Additionally, a vast 
majority of PSPs expected that choice would suffer.202 One PSP explains that “…the 
local Belgian POS Acquiring market will be even more dominated by one player in 
case no remediation actions are taken. ” 
(188)  Several PSPs indicate that the Transaction would have a negative impact on their 
business in Belgium. One ind icates that it expects the Transaction to stifle its growth: 
“We expect business growth to be slowed down due to the Transaction, as the 
dominant positioning of Worldline  will be enhanced .” Another PSP indicated that the 
Transaction would reinstate Worldli ne’s dominant position on the Belgian market, 
and may result in the company not making its growth target and even be forced to 
exit the POS merchant acquiring market in Belgium.203 Some merchants were also 
concerned, with one indicating that “ the Transaction  may impact its negotiating 
power and the refore prices in the next tender procedure ”.204 
(189)  In summary, the Transaction further strengthens the position of Worldline in the 
Belgian overall POS merchant acquiring market, in which it has alread y been 
dominant pre-Transaction. In a ddition, several market participants have indicated 
their concern with the effects of the Transaction with the competitive landscape in 
Belgium. As a result , the Commission considers that the Transaction raise s serious 
doubts as to its  compatibility with the internal market in relation to the market for 
                                                 
200  Responses to question 25 of Questionnaire Q1 to Merchants.  
201  Responses to questions 35 and 37 of Questionnaire Q1 to Merchants; responses to question 33 of 
Questionnaire Q2 to PSPs.  
202  Responses to  question 40 of Questionnaire Q1 to Merchants; responses to question 38 of Questionnaire Q2 
to PSPs.  
203  Non-confidential minutes of call with a PSP held on 20 March 2020.  
204  Responses to question 39 of Questionnaire Q1 to Merchants.  


48  
 The Commission’s assessment  
(203)  The Transaction gives rise to a new leading player on the  plausible POS merchant 
acquiring market for international card s (as well as its potential segmentations by 
card brand and by credit / debit cards) by combining the second and third largest 
market players in Germany. On the POS merchant acquiring market for international 
cards, t he Parties’ combined market share is around [40-50]%  with an increm ent 
brought about by Worldline of just under 10 %. The merged entity will be of similar 
size to the current market leader, Concardis/Nets, which has a market share of 30 -
40%.  The market is moderately concentrated, with an HHI pre -Transaction exceeding 
2 000. The Transaction increases this concentration and involves an HHI delta of 
625. 
(204)  One the one hand, f or Germany, the market investigation largely confirms the 
arguments put forward by the Parties.  
(205)  First, in line with what the Notifying Party submits, the ma rket investigation 
confirmed that Concardis/Nets is a strong player in Germany, with respondents 
indicating that its competitive strength is similar to that of Ingenico  (pre-
Transaction) . The market investigation further confirmed that Concardis/Nets is 
Ingenico’s closest competitor.  Other competitors, such as Elavon and Adyen, were 
rated moderately  strong as well, and were frequently included among the closest 
competitors for both Worldline and Ingenico.205  
(206)  Second, the market investigation partly supported the Notifying Party’s argument 
that APMs form a source of competition for merchant acquirers. While the market 
investigation confirmed that APMs are increasingly adopted by consumers, 
comments suggested that this is particularly the case for e -commerce tra nsactions , 
and less so for POS merchant acquiring, which is assessed here .206 
(207)  Third, a vast majority of respondents indicate that they would switch merchant 
acquirer in case of a SSNIP.207 The switching data submitted by Ingenico , presented 
in the Table below , shows switching rates that are significantly higher than in 
Belgium and slightly higher than in Austria. This, in conjunction with the positive 
market investigation feedback on whether switching is possible, confirming  the 
Parties arguments as regards swi tching.  
Table 9: POS merchant acquiring customers won and lost by Ingenico between 2017 
and 2019 (Source: the Parties)  
[...] 
(208)  The tender data provided by the Parties show that tenders are particularly common in 
Germany. Ingenico part icipated in over [...] tenders over 2018 and 2019  for POS 
merchant acquiring for international cards . This further supports the Parties ’ 
arguments that merchants enjoy buyer power and that switching is possible.  
                                                 
205  Responses to questions 32 and 34 of Questionnaire Q1 to Merchants; responses to questions 27 and 31 of 
Questionnaire Q2 to PSPs.  
206  Responses to question 38 of Questionnaire Q1 to Merchants.  
207  Responses to question 25 of Questionnaire Q1 to Merchants.  
49  
 (209)  Finally, the large majority of both merchant s and PSPs responding to the market 
investigation considered that sufficient choice of merchant acquirers would remain in 
the German market post -Transaction.208 Furthermore, the majority of respondents did 
not anticipate a negative impact on price, quality, choice or innovation.209  
(210)  On the other hand , a few respondents to the market investigation did expect a 
negative impact on their business as a result of the Transaction . However, these 
represented a  small  minority of respondents. Notably, one PSP that approached the 
Commission voiced the concern that the Transaction would enable the merged entity 
to commit an “ efficiency offence ”: due to the combined transaction volumes, the 
merged entity would  be in the position to negotiate lower interch ange fees with  the 
issuing bank  concentrators and therefore to offer significantly lower prices than 
competitors.  The company in question is concerned that the cost efficiency of the 
merged entity will allow it to first undercut prices, drive competition out of the 
mark et and then recoup profits at a later stage.210 The PSP indicates that this concern 
especially pertains  to interchange fees relating to NSP services, and will therefore be 
discussed in Section 4.5. 3.2 of this decision.  
(211)  Based on the above, the Commission cons iders that the Transaction does not raise 
serious doubts as to its compatibility with the internal m arket in relation to the 
plausible market for POS merchant acquiring for international cards in Germany  as a 
result of horizontal non -coordinated effects. T he Transaction does not raise serious 
doubts f or the potential segmentations by card brand (see paragraph  152), or by 
credit/debit cards either, as the market positions of the Parties for these segments are 
similar as for the overall plausible market for P OS merchant acquiring for 
international cards in Germany.   
4.5.3.2.  NSP services in Germany  
(212)  The Parties’ and their main competitors’ market shares for NSP services in Germany  
are provided below.  
  
                                                 
208  Responses to question 39 of Questionnaire Q1 to Merchants; responses to question 37 of Questionnaire Q2 
to PSPs.  
209  Responses to question 40 of Questionnaire Q1 to Merchants; responses to question 38 of Questionnaire Q2 
to PSPs.  
210  Non-confidential minutes of call with  a PSP held on 8 April 2020.  

51  
 The Notifying Party’s view  
(215)  The Notifying Party is of the opinion that the Transaction will not impede 
competition on the market for NSP services mainly for the reasons set out below.213 
(216)  First , the Notifying Party submits that the increment brought by Worldline to  the 
combined entity is limited  (i.e. approximately [0-5]%) and materially less than the 
market share of other players such as First Data/Telecash, VeriFone via InterCard 
and VR Payment. The combined entity will also continue to face  competition from 
their sizeable competitor First Data which has a market share of approximately [20-
30]% .214  
(217)  Second , the Notifying Party considers that Worldline and Ingenico are not close 
competitors on the market for NSP services in Germany , with both Parties having 
widely differing market shares and targeting different clients; [...].215 Moreover, 
customer switching points to other competitors as being closer to Worldline.216 
(218)  Third , the Notifying Party is of the opinion that the market for NSP services is highly 
competitive with recent market entries and multiple competitors, like First 
Data/Telecash, VeriFone/InterCard, Concardis/Nets, VR Payment (CardProcess) and 
Elavon.217 According to the Notifying Party , this is also evidenced by the fluctuat ion 
of customers and in particular key accounts,218 which is further supported by short 
term contracts between acquirers/NSPs and merchants. To Ingenico’s knowledge, the 
duration of contracts is approximately [...].219 This intense and fierce competition is 
evidenced by strong p rice decreases in recent years [...].220  
(219)  Fourth , the Notifying Party submits that electronic payment methods in Germany are 
becom ing increasingly interchangeable , with merchants in Germany being able to 
freely choose between ELV, Girocard  and all other international schemes including 
Maestro as alternative s to Girocard. Thereby, the need for a licensed NSP provider 
becomes less important. According to the Notifying Party , from a merchant’s point of 
view ss, all payment methods compete again st each other. If one payment method 
were to become significantly more expensive than the others, the merchant could 
substitute such payment method with an alternative.221  
(220)  Fifth , the Notifying Party submits that NSP services are characteri sed by low barrier s 
to entry, in particular with respect to obtaining relevant certification for providing 
such services.222 According to the Notifying Party , the process to obtain a 
certification from  the Deutsche Kreditwirtschaft to provide NSP services is 
straightforward a nd takes six to twelve months for an experienced payment provider, 
                                                 
213  Form CO , paragraph 969 et seq. 
214  Form CO, paragraph 970.  
215  Form CO , paragraph 972.  
216  Form CO, paragraph 103 et seq.  
217  Form CO , paragraph 982.  
218  Form CO, paragraph 1020.  
219  Form CO, paragraph 1009.  
220  Form CO, paragraph 984.  
221  Form CO, paragraph 985 et seq.  
222  Form CO , paragraph 990.  
52  
 with no upfront payment needed.223 Cost and duration of the certification procedure 
do not constitute a barrier to entry. Moreover, without this certification any 
undertaking can act as a so -called “Girocard merchant concentrator” or “commercial 
NSPs” when it cooperates with a certified (technical) NSP to be active on the 
market.224  
(221)  Finally , the Notifying Party explains  that the Transaction will not change the merged 
entity’s ability to negotia te interch ange fees with the issuing bank  concentrators and 
to benefit from a larger scale.225 In this respect, the Notifying Party puts forward the 
following arguments.  
(222)  In the f irst place , the Notifying Party explains that the ability to negotiate the 
interchange fee will not increase with the Transaction as each Party has already 
negotiated a rate. Issuing banks wish to grant such rebate to all NSP players to 
achieve their objective of pr omoting Girocard over other payment schemes. 
According to the Notifying Party, the combined entity will not be in a better position 
to negotiate lower authorization (interchange) fees with the issuing side (banks or 
bank  concentrators) than prior to the Tr ansaction.226 
(223)  In the s econd  place , the Notifying Party is of the opinion that there are limited 
incentives for issuers to give a higher rebate to the Parties since the only real 
objective of these negotiations is to promote Girocard towards Maestro/Vpay with out 
impacting their own revenue. Such an objective re quires collaboration of as many 
NSP providers as possible and hence should lead to similar rebates granted to the 
various NSP  providers.227 
(224)  In the t hird place , the Notifying Party explains that , in any eve nt, the interchange fee 
is only one of the components of a pricing offer, which itself is only one component 
of a NSP’s service offer to merchants. Therefore, competitors who may have 
negotiated a different interchange fee could remain as competitive as th ey are today 
by using other parameters of competition.228 
(225)  In the f ourth  place , the Notifying Party states that [...].229 
(226)  The Notifying Party further submits that it does not consider commercial NSPs to be 
wholesale customers for NSP services.230 Although commerc ial NSPs purchase 
network operating services from technical NSPs (e.g. Worldline) and sell them to 
merchants in their own n ame and on their own account,  the Notifying Party is of the 
opinion that they can rather be considered as non -exclusive resellers or distributors of 
certified NSP services i.e. they distribute services from several certified NSP.231 The 
Notifying Party further explains that merchants are contracting directly with 
commercial NSPs, but that such contracts relate to the POS rental part of th e service 
                                                 
223  Form CO , paragraph 990.  
224  Form CO, paragraph 995.  
225  Form CO, paragraph 1021 et seq.  
226  Form CO , paragraph 1027.  
227  Form CO , paragraph 1029.  
228  Form CO , paragraph 1031.  
229  Form CO , paragraph 1034.  
230  Form CO , paragraph 999.  
231  Form CO , paragraph 1000.  
53  
 only. Me rchants also need to contract with  certified NSP player s, given that payment 
transactions are handled by it (i.e. for the acceptance of transactions) and commercial 
NSPs have to take this into account in their own contracts.232 Therefore, c ommercial 
NSPs are only indirect channels for certified NSPs to sell their services to 
merchants,233 and NSP services provided to merchants directly by certified NSPs and 
via commercial NSPs are exactly the same.234 
The Commission’s assessment  
(227)  The Transaction has a limited structural impact  on the plausible market for NSP 
services . Ingenico has a sizeable  market share of [30-40]% or [30-40]% when only 
domestic card transactions are considered  (and the routing of international cards is 
excluded) , but the increment provided by Worldline is only [0-5]%, or [0-5]% 
respectively . Moreover, competitors remain available with individual market shares 
up to [20-30]% , which have remained relatively  stable over time, as displayed in 
Table 1 0. 
(228)  In particular,  the market shares in Table 10 show that Ingenico is the strongest 
market participant with a market share of [30-40]% , followed by First Data/Telecash 
with a market share of [20-30]% , Verifone (Intercard) with a market share of [10-
20]% , VR Payment with a market share of 5 – 10% and Worldline with a market 
share of [0-5]% and a combined market share of [10-20]%  for other market 
participants.  
(229)  PSPs also consider that the strongest players are (1) Ingenico and (2) First Data, but 
regard Concardis/Nets and Wor ldline  as number 3 in the market and as equally 
strong.235 According to merchants Ingenico is the strongest service provider, 
followed by First Data and Worldline as number 3 and followed very closely by 
Verifone (Intercard).236 This outcome of the market inve stigation therefore confirms 
that First Data is a strong alternative supplier that is regarded as number 2 in the 
market. Regarding Worldline’s market position the outcome is not exactly in line 
with the market shares as provided in Table 10. However, regarding its market 
shares , Worldline would be number 4 or 5 in the market and therefore would still be 
close to the market position as perceived by merchants and PSPs. Furthermore, 
Worldline’s market share in the market of POS merchant acquiring is almost tw ice as 
high as in the market for NSP services, probably leading to a stronger perception and 
a possible overrating of Worldline’s market position in the NSP market.  
(230)  But even with this discrepancy with respect to Worldline’s perceived market 
position, the market investigation confirmed that there will remain sufficient credible 
competitors post -Transaction, according to the majority of merchants,237 a view also 
shared by the majority of PSPs.238 Moreover, it has been confirmed that there have 
been new entrants in the market in the last five years,239 and new entrants are 
                                                 
232  Form CO , paragraph 1000.  
233  Form CO , paragraph 1001.  
234  Form CO , paragraph 1004.  
235  Responses to question 130 of Questionnaire Q2 to PSPs.  
236  Responses to question 105 of Questionnaire Q1 to Merchants.  
237  Responses to question 111 of Questionnaire Q1 to Merchants.  
238  Responses to question 134 of Questionnaire Q2 to PSPs.  
239  Responses to question 103 of Questionnaire Q1 to Merchants.  
54  
 considered as credible suppliers by the majority of merchants,240 even despite the 
acknowledged obstacles for entering the market due to the certification process for 
technical NSPs.241 Concerning clo seness of competition, merchants considered 
Worldline’s closest competitor to be Ingenico, which could be explained by 
Ingenico’s strong market position, whereas Ingenico’s closest competitors are Adyen 
and Concardis.242 This view is not supported by PSPs, w ho are of the opinion that for 
both Parties First Data is the closest competitor,243 which especially for Ingenico is in 
line with First Data’s market position as reflected in market shares and as perceived 
by merchants and PSPs , again stressing the importan ce of First Data in the market  
and as alternative provider of NSP services.   
(231)  Additionally, the market investigation confirmed the Notifying Party’s view that 
prices have decreased in the past years. Although a slight majority of merchants were 
of the opini on that prices remained constant over the past 5 years, almost an equal 
number replied that prices were decreasing,244 and were supported in this view by the 
majority of PSPs that also stated that prices decreased in the same time.245 
(232)  One competitor expressed its concerns that the merged entity may be in a position 
post-Transaction to negotiate better Girocard inter change fees .246 As a result , this 
competitor  feared that these better conditions might be passed on to customers, which 
might enable the merged entity to drive out competitors with lower price offerings 
and subsequently raise prices. However, the Commission is of the opinion that the 
Notifying Party  addressed this concern by the arguments laid out above.247 First, the 
small increment the Transaction will bring about will not impact the merger entity’s 
ability to negotiate better terms. Second, issuers of Girocard are incentivi sed to 
promote Girocard to wards Maestro/Vpay without impacting their own revenue. Such 
an objective re quires collaboration of as many NSP providers as possible and hence 
should lead to similar rebates granted to the various NSP  providers.  In this respect , 
the Notifying Party explai ns that currently Ingenico and Worldline [...]. Third, this 
fee is just one component of a NSP’s pricing offer.  The Parties  explain that the 
stream of revenues  generated by interchange  fees makes up approximately [...] of 
their revenues generated by their NSP services for 2019 .248 Fourth, the Parties have 
[...]. The Commission is of the opinion that the arguments are convincing that the 
merged entity will not profit from the alleged behaviour, as put forward by the 
complainant. [...] it seems possible, that a lso smaller market participants can be 
competitive vis -à-vis stronger players. This holds all the more true since the 
interchange fee only makes up a small share of the Parties’ revenues and thus it can 
be assumed that there will be room to compete for oth er market participants. 
Furthermore, the market investigation revealed that there will be sufficient credible 
competitors  post-Transaction  and that market entr y is possible. Therefore, if the 
                                                 
240  Responses to question 104 of Questionnaire Q1 to Merchants.  
241  Responses to question 133.1 of Questionnaire Q2 to PSPs.  
242  Responses to questions 106.1 and 106.2 of Questionnaire Q1 to  Merchants.  
243  Responses to question 131 of Questionnaire Q2 to PSPs.  
244  Responses to question 108 of Questionnaire Q1 to Merchants.  
245  Responses to question 132 of Questionnaire Q2 to PSPs.  
246  Non-confidential Minutes of call with competitor on 8 April 20 20. 
247  Also Form CO , paragraph 1021.  
248  Form CO , paragraph 1032.  
55  
 merged entity would raise prices as part of the alleged strategy, competitors could be 
attracted and drive down prices.  
(233)  Concerning the Transaction’s impact  on different parameters of competition , the 
majority of responding merchants are of the opinion that it will have no impact on 
price or quality of service. Concerning choice of service , the majority of respondents 
expects a neutral or positive impact. With respect to innovation , the majority also 
expects a neutral or positive impact.249 Accordingly, merchants also expressed 
neutral or positive views when asked about the expected impact on their business.250 
These views are mirrored in the replies of PSPs. The majority of PSPs expect a 
positive or neutral impact on price, quality of service, choice and innovation.251 
When asked about the impact of the Transaction on their own business , respondents 
were split equally between those that expect increased competition and those that 
expect reduced competition.252 However, the majority of PSPs or merchants 
responding did not expect any decrease in competition  with respect to price, quality, 
choice or innovation. One PSP responded that as a result of the Transaction a 
significant number of its merchants’ terminals will be provided by a competitor 
which could potentially result in a commercial and technical disadvantage for this  
PSP.253 However, as  explained in Sections 4.6.1.1 and 4.6.1.2 of this decision, there 
are no competition concerns in relation to vertical effects in this regard. Moreover , as 
both Parties to the Transaction are already competitors to other PSPs and this 
responding PSP, this potential disadvantage is only to a limited extent merger -
specific. Furthermore , the Commission’s assessment under Section 4.5.3 .1 showed  
that numerous credible competitors will remain in the market for the provision and 
management of POS  terminals post -Transaction and additional entry and/or 
expansion by competitors is also expected.  
(234)  Based on the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal m arket in relation  to the 
plausible market  for NSP services in Germany due to horizontal non -coordinated 
effects.   
4.5.3.3.  Conclusion for the overall market for POS merchant acquiring in Germany  
(235)  The market shares for the overall market for POS merchant acquiring in Germany are 
presented below. The market shares for the overall market do not differ materially 
from the shares in each of the segments.  
  
                                                 
249  Response question 112 of Questionnaire Q1 to Merchants.  
250  Responses to question 113 of Questionnaire Q1 to Merchants.  
251  Responses to question 135 of Questionnaire Q2 to PSPs.  
252  Response s to question 136 of Questionnaire Q2 to PSPs.  
253  Responses to question 136 of Questionnaire Q2 to PSPs.  


58  
 from neighbouring count ries, enabled by the lack of a domestic card network scheme 
in Luxembourg.257 
The Commission’s assessment  
(247)  The Luxembourgish market for POS merchant acquiring  (which is identical to the 
POS merchant acquiring market for international cards only, as Luxembourg does  not 
have a domestic card scheme network)  is extremely concentrated pre -Transaction, 
with the Notifying Party controlling [70-80]%  of the market. The acquisition of 
Ingenico, among the largest competitors in terms of market share, result in a 
significant increment ( [5-10]% ) and a combined market share of [80-90]% . This 
combined m arket share is far above the threshold (50%) which is indicative of a 
dominant position of the merged entity.258 The market is very concentrated, with an 
HHI pre -Transaction exceeding 5  500. The Transaction increases this concentration 
and involves a very si gnificant HHI delta exceeding 1  400. 
(248)  While the Parties submit that [...], this is not relevant (especially as a significant 
amount of merchants contracts POS merchant acquiring services for Luxembourg 
together with another country259) and the fact remains th at Ingenico is amongst the 
largest competitors – and is potentially the single largest competitor – to Worldline. 
The only other competitor that comes close is Elavon, for which the Notifying Party 
estimates a market share between 5 and 10%. The Transactio n would therefore only 
leave Elavon as a competitor with a market share above 5%.   
(249)  The market investigation confirmed the dominance of Worldline. Both merchants 
and PSPs indicated that Worldline is by far the strongest player in Luxembourg. One 
PSP mention ed that “[the] [m]arket [is] fully dominated by Worldline after take -over 
of SIX. Other players only have [a] marginal share. ”260 Limited input was given in 
the market investigation on merchants’ ability to switch and the Parties ’ switching 
rates were not pr ovided for Luxembourg.   
(250)  Feedback of the market investigation on the closeness of competition between  
Worldline and Ingenico in Luxembourg was mixed. In addition to Ingenico, 
respondents named Adyen, CCV and BNP Paribas  as close competitors to Worldline . 
However, Adyen, CCV and BNP Paribas do not have a notable market share 
according to the overview provided by the Parties ( Table 13). Elavon, which has 
similar market share to the Parties, only received very limited mention. The Parties 
provided data for the largest 10 tenders in Luxembourg for 2018 and 2019, which 
show that [...]. The tender data provided represent approximately [a small 
proportion]%  of Luxembourgish MSV in 2018 and [a small proportion]%  in 2019. 
Data for international tenders show that [...]. The Commission considers that these 
results should be interpreted with the market structure in mind, as in the 
Luxembourgish POS merchant acquiring  market it would be difficult for any player 
to be particularly close to a competitor as strong  as Worldline.  
                                                 
257  Form CO, paragraph 1088.  
258  See paragraph 17 of the Horizontal Merger Guidelines.  
259  Responses to question 33.2 of Questionnaire Q1 to Merchants.  
260  Responses to question 33 of Questionnaire Q1 to Merchants; responses  to question 27 of Questionnaire Q2 
to PSPs.  
59  
 (251)  With regard to alternative payment methods, such as digital wallets and account -to-
account payments, a majority of merchants responding to the mar ket investigation 
indicate that these form an alternative to card payments. However, several 
respondents explain that this is particularly the case for e -commerce payments, and 
less so for in -store payments.261 
(252)  While the market investigation confirmed that m any customers acquire their POS 
merchant acquiring services for Luxembourg in combination with POS merchant 
acquiring services for neighbouring countries,262 the market investigation also 
confirmed that there are few alternative s for Luxembourgish customers.  Furthermore, 
the market investigation did not provide any indication that Worldline has less 
market power  than suggested by its market shares.  
(253)  Market investigation feedback on the impact of the Transaction in Luxembourg was 
mixed. While a slight majority of merchants and PSPs expected a neutral impact on 
price and choice, a significant amount of respondents indicated that they anticipate a 
negative impact as well. One PSP explains that “ [i]n Luxembourg Worldline is 
already so dominant that the transaction will have limited impact to an already 
highly non -competitive market .”263 
(254)  In light of the market structure in Luxembourg, which is characterised by strong 
dominance of Worldline and where Ingenico is one of two competitors with a market 
share above 5%, the T ransaction prima facie is likely to give rise to competitive 
concerns  as a result of the strengthening of Worldline’s dominant position . The 
market investigation was not able to allay these competition concerns, with a 
significant proportion of respondents  anticipating negative impacts on choice and 
price. Furthermore, it cannot be excluded that those that expect a neutral impact do so 
because the market is “ already high ly non-competitive ” today. As a result, t he 
Commission considers that the Transaction raises serious doubts as to its 
compatibility with the internal market in relation to the market for POS merchant 
acquiring and relevant segmentations , namely by credit/debit cards (where the 
Parties’ positions are similar as for POS merchant acquiring in Lu xembourg overall)  
or by card brand  (see paragraph  152), in Luxembourg  due to horizontal non -
coordinated effects . 
4.5.5.  Manufacturing and supply of POS terminals in the EEA  
Market structure  
(255)  The Parties an d their main competitors’ market shares are provided in the  Table 
below.  
  
                                                 
261  Responses to question 38 of Questionnaire Q1 to Merchants.  
262  Responses to question 33 of Questionnaire Q1 to Merchants.  
263  Responses to question 40 of Questionnaire Q1 to Merchants; responses to question 38 of Questionnaire Q2 
to PSPs.  

61  
 Traditional POS and all POS Terminals, the competitive assessment would 
not change.264 
(257)  For the reason laid out above, the Commission’s assessment in this decision  will 
focus on the overall EEA market for the manufacture and supply of all POS 
terminals.   
The Notifying Party’s view  
(258)  The Notifying Party argues that the Transaction will not result in any significant 
impediment  to effective competition in particular due to the fact that: (i) the 
increment brough t about by Wor ldline is low (less than 5%)  and [a significant 
proportion]  of Wor ldline sales are internal (i.e. relate to shipments to Worldline  
group  entities) ; (ii) [...]; (iii) the Parties are not close competitors , in particular due to 
the fact that Ingenico competes more closely with global POS terminal manufacturers 
including VeriF one and PAX , as evidence d by tender data [...]; (iv)  the market for the 
manufacturing and supply of POS terminals are tender -driven  and customers multi -
source POS terminals;  (v) there is dynamic competition and entry, in particular  from  
PAX and other Asian suppliers whose market share gr ew significantly in Europe ; (vi) 
switching costs are low ; and (v ii) the market is evolving towards more commoditized 
products , in particular Android -based POS terminals . 
The Commission’s assessment  
(259)  The Transaction has a limited structural impact on a market that has been historically 
relatively concentrated. The Parties’ combined market share exceeds 40% w ith an 
increment brought about by Worldline [0-5]%. The market is still relatively 
concentrated, with an HHI pre -Transaction exceeding 2  000. The Transaction 
increase s this concentration and involves an HHI delta exceeding 300.  
(260)  However, considering only sales to third parties, which are more representative of 
competitive dynamics on the POS terminal manufacturing and supply  as they may 
better show the preferences of customers as oppose d to internal sales of vertically 
integrated players , Worldline’s market share would be halved, to around [0-5]% and 
the Parties’ market share would drop just below 40%. This in turn  implies that the 
HHI delta of the Transaction would drop to approximately  150 (at 155.4 ), the 
threshold at which the C ommission is unlikely to indicate  horizontal competition 
concerns  except under special circumstances.265  
(261)  The Parties and their main competitors’ shares on a market for POS manufacturing 
and supply limited to third parties are provided in the Table below.  
  
                                                 
264  Annex U to the Form CO, Section  1. 
265  Paragraph 20 of the Horizontal Merger Guidelines. None of the special circumstances identified in this 
paragraph are met in relation to this market, as further detailed in this section.  

63  
 Ingenico are already losing a lot of legacy customers to whom they sold POS HW 
(because they seem them as competing in the  acquiring space) and [the Transaction] 
will open up the space for more competition amongst market newcomers (combined 
with the collapse of Verifone, their traditional POS HW competitor). Relatively new 
market newcomers such as PAX will certainly benefit i n terms of more POS HW 
sales, and other new market newcomers (such as Sunmi or NexGo) will try and enter 
the POS HW market. This ultimately benefits the acquirers and PSPs who buy 
terminals and deploy them to merchants ”, and another one similarly  states th at “a 
merger will never be 1+1=2 but in this case it need to be considered that it will be 
1+1=1,5 which means that room is created for new competitors to deliver better and 
accurate services ”.268 
(266)  In addition, Ingenico is not perceived by market players as b eing as innovative as 
PAX and some other Asian POS terminal manufacturers.269 
(267)  Second , in line with the market share estimates provided by the Parties, Worldline is 
not among the top players in the manufacturing and supply of POS terminals in the 
EEA. Market analyst Nilson ranks Worldline as the ninth largest supplier of POS 
terminals in Europe, after Ingenico, Veri Fone, Datecs, Spire, PAX, Newland, Castles 
and Yarus.270 Respondents to the market investigation typically consider in particular 
Ingenico, Veri Fone and PAX as stronge st suppliers, followed by other suppliers 
including Castles, CCV, Datecs, Poynt , Spire  or Worldline .271  
(268)  Some market participants consider Worldline as one of the top three players on the 
market alongside Ingenico and Veri Fone. However, the y are a minority and are 
typically customers or competitors of the Parties in the Belgian or Benelux markets, 
where Worldline’s market position is much stronger  than Ingenico’s  market 
position .272 The local profile of Worldline in terms of POS terminal manuf acturing is 
confirmed by a competitor which states that: “ Worldline also manufactures devices, 
but is not a global player, focused mainly just on Benelux region in terms of 
hardware deployment […] they are certainly never considered a payment terminal 
hard ware supplier by acquirers and payment service providers in other regions ”.273 
However, for the reasons laid out in Section 4.2.2.1 above, for the purposes of this  
decision, the market for the manufacturing and supply of POS terminals is considered 
to be at least EEA -wide in scope  and Worldline is not considered a strong supplier at 
EEA  level . 
(269)  In addition, Worldline is not a new entrant nor has it been  a particularl y disruptive 
competitive force or maverick. Its market share has remained overall stable between 
[0-5]% and [0-5]% each year since 2015. This is unlikely to change in the 
foreseeable future, in particular due to the fact that the company is not perceived b y 
market players as particularly innovative  and therefore it is unlikely that its sales  will 
                                                 
268  Responses to questions 61.1 and 62.1 of Questionnaire Q2 to PSPs.  
269  Responses to question 64 of Questionnaire Q1 to Merchants; responses to question 57 of Questionnaire Q2 
to PSPs.  
270  Annex K.1 to the Form CO, page 11. Note that the geographic scope does not strictly match the EEA 
territory.  
271  Responses to questions 55.3 and 56.1 of Questionnaire Q2 to PSPs.  
272  Responses to questions 59.1 of  Questionnaire Q1 to Merchants.  
273  Non-confidential version of an email from a competitor dated 16 June 2020.  
64  
 increase significantly .274 This is also reflected in the Parties’ own internal documents. 
[...]”.275 
(270)  Furthermore, most of Worldline POS terminal shipments are shipped within the 
company  and are thus of limited relevance for the purposes of the competitive 
assessment of the market for the shipment of POS terminals. As mentioned in 
paragraph 260 above, considering only sales to third parties, Worldline’s market 
share woul d be halved, to around [0-5]%. 
(271)  Third , there are no indications that the Parties would  be particularly close 
competitor s for the manufacturing and supply of POS terminals . 
(272)  The m arket investigation  confirms the Notifying Party’s  arguments  that VeriF one is 
viewed as the closest competitor to Ingenico . In particular , market respondents 
indicate that Ingenico and VeriF one compete closely in particular in terms of their 
POS terminal product  portfolio, prices, and geographic presence . However,  contrary 
to the Pa rties’ claims,  other “pure” POS terminal manufacturers, including PAX, are 
considered as equally close to Ingenico as this is the case for Worldline .276 
(273)  The fact that  Worldline and Ingenico  are not close competitors  is also confirmed by 
tender  data submitted  by the Parties . This data indicate s that [...].277 In fact, [...].278 
(274)  Fourth , there seems to be some degree of countervailing buyer power, in particular 
from large retailers , as well as PSPs (including banks) acting as distributors or 
merchant acquirers for the reasons set out below .  
(275)  Most customers  (including both merchants and PSPs)  engage in some form of 
competitive sourcing, either through  tender processes o r through  bilateral 
negot iations with multiple POS terminal  manufacturers , or purchase POS terminal s 
via distributors who do.279  
(276)  In addition, customers who organise competitive tenders are typically the largest 
customers  of POS terminals . [...].280  
(277)  The market investigation also indicated that i mportant customers, and in particular 
large retailers , may also be able to extract better supply conditions from POS 
terminal manufacturers, further indicating the existence of some bargaining power.281  
                                                 
274  Responses to question 64 of Questionnaire Q1 to Merchants; responses to question 57 of Questionnaire Q2 
to PSPs.  
275  Worldline document provid ed as Annex 22 of section 5(4)  of the Form CO, slide 25 . 
276  Responses to question 61 of Questionnaire Q1 to Merchants; response to question 55.5 of Questionnaire 
Q2 to PSPs.  
277  Annex L to the Form CO.  
278  Responses to questions 51 and 51.1 of Questionnaire Q 1 to Merchants; Responses to questions 53 and 53.1 
of Questionnaire Q2 to PSPs.  
279  Responses to question 54 of Questionnaire Q1 to Merchants; responses to question 54 of Questionnaire Q2 
to PSPs.  
280  [...]. 
281  Responses to questions 51 and 51.1 of Questionnaire Q1 to Merchants; Responses to questions 53 and 53.1 
of Questionnaire Q2 to PSPs.  
65  
 (278)  By contrast, t he market investigation did not confirm the Notifying Party’s  arguments  
that most customers mu lti-source POS terminals. In fact, a  large majority of 
merchants responding to the investigation  single -source for reasons including 
economies of scale  or smoother  integration with the merchant’s existing 
infrastructure (including electronic cash registers  in particular ).282 On the other hand , 
PSPs managing a POS terminal installed base typically multi -source, in particular to 
increase their  bargaining power  vis-à-vis POS terminal manufacturers , as well as for 
better stock management .283 This is particularly relevant since a large share of 
merchants, including large retailers, purchase POS terminals via distributors or 
merchant acquirers .284  
(279)  Fifth , there will remain  enough  credible manufacture rs of POS terminals active on 
the market post -Transaction.  
(280)  Besides the Parties, there will remain at least a dozen other suppliers of POS 
terminals. Alternative suppliers to the Parties’ cited by respondents to the market 
investigation include Veri Fone, PAX, Castles, CCV, Clover, Datecs, Poynt, Spire, 
First Data, Newland, NewPOS, Paytec, and XAC.285 A number of these players, and 
particularly PAX, are relatively recent entrants in the EEA market.  PAX has achieved 
a market share of approximately  [10-20]%  and therefore is considerably bigger than 
Worldline despite being a recent entrant.  
(281)  In addition, some of these suppliers are perceived as more innovative than the 
Parties. Compared to other players, the Parties , and in particular Worldline,  are not  
perceived as  particularly strong innovators on the markets for POS terminals, in 
particular due to a weak Android terminal offering. Companies cited as innovative 
include primarily PAX, as well as, to some lesser extent Veri Fone, Clover, Ingenico, 
iZettle, Castles and  Adyen, but not particularly Worldline .286 Therefore, the Parties 
do not seem to have a more innovative offer that could help to increase their market 
shares. Rather, other competitors seem to have a more innovative offer that could 
help them to erode market  shares from the Parties.  
(282)  The fact that there are credible competitors in the market and that there is active 
competition between them is further evidence d by lower POS terminal prices over 
the last years. Increased price competition and lower prices are a lso mentioned in the 
Parties’ internal documents. [...].287 [...].288 
(283)  Sixth , the market investigation confirms the Parties’ arguments on the global trend 
towards commoditisation  of POS terminals , in particular due to the trend of Android -
based POS terminals .  
(284)  A large majority of respondents, including both merchants and PSP s, consider that 
POS terminals are commoditised products and that most manufacturers are able to 
                                                 
282  Responses to questions 57 and 57.1 of Questionnaire Q1 to Merchants.  
283  Responses to question 55.2of Questionnaire Q2 t o PSPs.  
284  Responses to question 54 of Questionnaire Q1 to Merchants.  
285  Responses to question 55.3 of Questionnaire Q2 to PSPs.  
286  Responses to question 64 of Questionnaire Q1 to Merchants; responses to question 57 of Questionnaire Q2 
to PSPs.  
287  Worldline document provided as Annex 16 of section 5(4) of the Form CO, slide 36.  
288  Ingenico document provided as Annex 16 of section 5(4) of the Form CO, slide 10.  
66  
 offer a similar product range.289 Regarding Android POS terminals specifically, 
respondents to t he market investigation generally consider that offering Android -
based terminal s is important .290 In that respect, m erchants consider PAX as the 
primary supplier of Android -based  POS terminals, even if Ingenico and VeriF one are 
also mentioned by a (lower) number of respondents, and Worldline even less so.291 
PAX is also considered as the primary supplier of Android -based terminals by PSPs, 
alongside  other Asian suppliers including  Castles, Clover, and Poynt. Only one PSP 
mentions Worldline as a top provider a nd none mention Ingenico .292  
(285)  The trend towards commoditisation of POS terminals  is also reflected in the Parties’ 
internal documents . [...].293 
(286)  Lastly , the overwhelming majority of merchants , as well as the majority of PSPs , 
indicate that the Transaction  will have a neutral or positive impact in the market for 
the manufacturing and supply of POS terminal s.294  
(287)  Based on the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to the market 
for the manufacturing and supply of POS terminals in the EEA , including its 
potential segmentation by type of POS terminal,  due to horizontal non -coordinated 
effects . 
  
                                                 
289  Responses to question 52 of Questionnaire Q1 to Merchants; responses to question 51 of Questionnaire Q2 
to PSPs.  
290  Responses to question 65 of Questionnaire Q1 to Merchants; responses to question 58 of Questionnaire Q2 
to PSPs.  
291  Responses to question 65.1 of Questionnaire Q1 to Merchants.  
292  Responses to question 58.1 of Questionnaire Q2 to PSPs.  
293  Ingenico document provided as Annex 14 of Section 5(4) of the Form CO, slide 1.  
294  Responses to question 69 of Questionnaire Q1 to Merchants; responses to question 62 of Questionnaire Q2 
to PSPs. Among those who expect a negative impact of the Transaction of a horizontal nature, most 
concerns expressed relate to either: (i) the combination of the two largest suppliers to the Belgian market 
as a result of the Transaction, which as explained is of limited relevance considering the scope of the  
relevant market is at least EEA wide; (ii) a rationalization of the product lines, which is not necessarily 
anticompetitive in itself; and/or (iii) general statements according to which a concentration results in a 
decrease in competition, which are not f urther substantiated. Non -horizontal concerns expressed are further 
discussed in Section 4.6 below.  

68  
 (291)  The Transaction has a significant impact on a market that is relatively concentrated 
pre-Transaction. The Parties’ combined market share exceeds [50-60]% , which is in 
itself indicative of a likely dominant position ,297 with an increment brought about by 
Ingenico close to [5-10]% . The market is relatively concentrated, with an HHI pre -
Transaction exceeding 2800. The Transaction strongly increases this con centration 
and involves an HHI delta exceeding 900.  The market shares of the Parties are 
relatively stable over the last three years and there are only three additional sizeable 
competitors active in the market.  
(292)  With regard to the provision and management of POS specifically, the feedback 
provided is also overall in line with that provided for POS merchant acquiring 
services.  
(293)  While merchants responding to  the market investigation  generally  indicate that 
sufficient alternative players will remain active on t he provision and management of 
POS terminal services in Austria , when asked to provide comments  about Austria  
specifically , the only merchant who expressed a view indicated that they will need to 
look for alternatives if the two largest suppliers in Austria (i.e. the Parties) merge.298 
In addition , half of the responding merchants  and a majority of responding PSPs 
expect a negative impact of the Transaction, in particular on prices.299  
(294)  Based on the above, the Commission considers that the Transaction rai ses serious 
doubts as to its compatibility with the internal market in relation to the market for the 
provision and management  of POS terminals in Austria  due to creation of a dominant 
position . 
  
                                                 
297  Paragraph 17 of the Horizonta l Merger Guidelines.  
298  Responses to question 71.1 of Questionnaire Q1 to Merchants.  
299  Responses to question 72 of Questionnaire Q1 to Merchants; Responses to question 66 of Questionnaire 
Q2 to PSPs.  

70  
 for the reasons laid out in Section 4.5.2 above , the Transaction  raises serious doubt as 
to its compatibility with the internal market in relation to th e market  for POS 
merchant acquiring . 
(299)  In addition,  while Worldline’s market share  has indeed decreased over the last years, 
[...], and the company’s share remains in excess of 60%, which according to settled 
case law is indicative of a dominant position on the market.  
(300)  Moreover, the  market investigation  consistently  identified Worldline and Ingenico as 
the top two players in the provision and management  of POS terminals in Belgium, 
far ahead of other players  such as CCV and Loyaltek .301 
(301)  Lastly, while  respondents  to the market investigation indicate that  a sufficient 
number of alternative players will remain active on the market in Belgium ,302 a 
material share  of the responding merchants and virtually all responding PSPs expect 
a negative impact of the Transaction  in Belgium , in particular on prices.303 Some 
indicate that the merged entity may even be able to unilaterally define / degrade the 
level of service offered to merchants, stating that “ [i]t is to be expected that WL & 
Ingenico will dominate the Belgian market even more than before. Therefore they 
can set the boundaries of what is the minimum or maximum base of delivered service 
to the merchant ”. 304 
(302)  Based on the above, the Commission considers that the Transaction raise s serious 
doubts as to its compatibility wit h the internal market in relation to the market for the 
provision and management  of POS terminals in Belgium  due to the strengthening of 
a dominant position as a result of horizontal non -coordinated effects . 
  
                                                 
301  Responses to question 72 of Questionnaire Q1 to Merchants; responses to question 66 of Questionnaire Q2 
to PSPs.  
302  Responses to question 70 of Questionnaire Q1 to Merchants; responses to question 63 of Questionnaire Q2 
to PSPs.  
303  Responses to question 7 0 of Questionnaire Q1 to Merchants; responses to question 63 of Questionnaire Q2 
to PSPs.  
304  Response to question 62.1 of Questionnaire Q2 to PSPs.  



74  
 shares  of the Parties in France, the only country in which their activities overlap, are 
[40-50]%  with an increment of [0-5]%. 
The Notifying Party’s view  
(318)  The Notifying Party argues that the Transaction will not result in any significant 
impediment to effective competition in particular due to the f act that: (i) Worldline 
only brings about an immaterial increment ; and (ii) Worldline only  offering this 
service in France and to a handful of customers . 
The Commission’s assessment  
(319)  The combined market shares of the Pa rties in the EEA remain below 40% with a 
limited  increment brought by Worldline of [0-5]%. In addition, there remain three 
competitors with market shares significantly above the increment  - VeriFone, 
Toshiba and ACI are all more than two times the size of Worldline . Moreover, 
although the market is EEA -wide in scope, Worldline is only active in France with a 
moderate share of supply  in France  ([0-5]%), where five competitors have a share of 
supply  higher or similar to Worldline ( VeriF one, Monext, Nepting, A CI and Adyen) 
and therefore  will constrain  the merged entity post -Transaction.  
(320)  The market investigation confirmed that the overwhelming majority of customers 
consider that post-Transaction, there will remain sufficient choice of credible 
suppliers providin g in-store acceptance services.310 In the same vein, the large 
majority of customers are of the view that the Transaction will have a positive or 
neutral impact on the EEA market for in -store acceptance in terms of price or quality 
of the services. The large  majority consider that the impact on innovation will be 
positive. For completeness, customers also consider that the impact of the 
Transaction will be positive or neutral in France  with regard to price or quality and 
positive with regards to innovation .311 Similarly, the overwhelming majority of 
suppliers, consider that  post-Transaction, there will remain sufficient choice of 
credible suppliers providing in -store acceptance service in the EEA and in France.312 
Competitors also consider that the impact of the Transaction in terms of prices, 
quality of the services and innovation will be neutral or positive in the EEA and in 
France.313 
(321)  Based on the above, the Commission considers that the Transaction does not raise  
serious doubts as to its compatibility with the internal m arket in relation to the market  
for the provision  of in -store acceptance services in the EEA  due to horizontal non -
coordinated effects . 
                                                 
310  Respon ses to question 95 of questionnaire Q1 to Merchants, question 95.  
311  Responses to question 96 of questionnaire Q1 to Merchants, question 96.  
312  Responses to question 91 of questionnaire Q2 to PSPs, question 91.  
313  Responses to question 92 of questionnaire Q2 to PSPs, question 92.  
75  
 4.6. Competitive assessment of the non-horizontally affected marke ts 
4.6.1.  Vertical  effects  
4.6.1.1.  Manufacturing  and supply of POS Terminals (upstream) – Provision and 
management of POS terminals/ POS m erchant acquiring services /NSP services  
(downstream)  - Input foreclosure  
(322)  The Parties manufacture and supply PO S terminals to competing  PSPs active on the 
provision and management of POS terminals and/or POS merchant acquiring markets 
throughout the EEA  (as well as to NSPs in Germany specifically) . The market s for 
the provision and management of POS terminals314 and POS merchant acquiring 
services are strongly interrelated . In fact,  as mentioned in Section 4.2.2 , in some 
countries (i.e. in Austria) the market for the provision and management of POS 
terminals to merchants may form part of a single market including POS merchant 
acquiring services. Moreover, t he management of POS terminals is often 
complemented by POS merchant acquiring services . While in some countries both 
services can be procured separately, in others  (e.g. Austria) , POS terminals are  
typically supplied a longside POS merchant acquiring services . PSPs offering POS 
management and /or POS merchant acquiring services need to have access to  POS 
terminals (upstream market). Regarding NSP services , it should be taken into account 
that “pure” NSPs have been on the decline in Germany and today virtually every 
NSP also offers POS merchant acquiring services  in Germany . Accordingly, given 
that the base of customers for POS terminals is virtually the same across merchant 
acquiring and NSP services in Germany, as are the Parties’ market shares  in these 
two markets , the assessment is  similar . In any event , this Section includes an 
assessment of input foreclosure of POS terminals (upstream) to suppliers of POS 
management and/or POS merchant acquiring services  and/or NSP ser vices .  
(323)  In fact, t he market investigation indicates that many merchants acquire POS 
terminals from their merchant acquirer. Therefore, merchant acquirers are one of the 
main sources of POS terminals for merchants .315 One POS terminal manufacture 
notes for instance that “ merchant acquirers provide the main channel for distribution 
of POS terminals to large retailers and SMEs ”.316 In fact, a substantial number of 
responding PSPs raised concerns in relation to the merged e ntity engaging in an input 
foreclosure strategy for POS terminals.  
(324)  As a result, the risks that the Transaction would give rise to potential vertical effects 
and in particular, would give the Parties the ability and incentives to engage in a 
successful  input foreclosure  strategy will be addressed in this Section.  
The Notifying Party’s view  
(325)  The Notifying Party argues that the Transaction will not result in any significant 
impediment to effective competition in particular due to the fact that: (i) the Partie s 
will not have the ability to affect the competitiveness of rival merchant acquirers by 
                                                 
314  As explained in Section 4.5.6, the market structure and the combined market shares of the Parties would 
not change significantly in the EEA between Traditional POS and all POS Terminals . Therefore for this 
section, only a market  comprising all POS terminals will be considered.  
315  Responses to question 54 of Questionnaire Q1 to Merchants.  
316  Non-confidential Minutes of a call with a competitor held on 17 June 2020, paragraph 28.  
76  
 increas ing the prices  of POS terminals, in particular due to the presence of multiple 
competing POS terminal manufacturers, that would be able to serve additional 
dema nd quickly, the fact that POS terminals are commoditized products and the 
Parties’ POS terminals are not “must -have” products ; (ii) the Parties will also not 
have the ability to decrease quality, in particular by degrading the interoperability of 
their POS  terminals and the services of rival merchant acquirers ; and (iii) the merged 
entity  would not have the incentive to foreclose ac cess to its terminals , as 
demonstrated by an economic analysis conducted by the Parties for the relevant 
markets . 
The Commissio n’s assessment  
(326)  For input foreclosure to be a concern, the vertically integrated firm resulting from the 
merger must have a significant degree of market power in the upstream market .317 
The Commission firstly recalls that the combined share of the Parties in the 
manufacture and provision of POS has decreased consisten tly over recent years and 
amounted to [40-50]%  in 2019. For the reasons set out in Section 4.5.5 above, it  is 
unlikely that  the merged entity will benefit  from a significant degree of market power 
in relation to the manufacturing and supply of POS terminals  in the EEA , in 
particular due to the presence of many competitors  on the market , including recent 
entrants such as PAX, w hich are perceived as more innovative than the Parties, and 
with a strong offering of Android -based POS terminals.  
(327)  In addition, the market investigation indicates that it is unlikely that the merged entity 
would have the ability to foreclose rivals, be it by completely stopping supply of POS 
terminals to rival POS merchant acquirers  or NSPs , by increasing prices or by 
degrading interoperability of POS terminals with competitors’  services.  
(328)  First , in relation to a full input foreclosure by ceasing to supply P OS terminals  to 
competing rivals, the Commission notes that the Parties’ competitors already supply 
around [60-70]%  of POS terminals at EEA level. There are no indications that any of 
those competitors would face capacity constrain ts and would not be in a position to 
increase supply should the merged entity reduce its supply of POS terminals at EEA 
level. Indeed, the large majority of respondents to the market investigation indicated 
that post -Transaction there will remain a sufficient number of credible su ppliers of 
POS terminals and a significant number of suppliers indicated that they have plans to 
expand their sales of POS terminals.318 
(329)  Second , in relation to potential price increases  to raise rivals’  costs , it is important to 
note that  Ingenico’s top customers for POS ter minals are large payment service 
providers [...]. Moreover , the sales price of Ingenico ’s POS terminals has steadily 
been decreasing in recent years as a result of pressure from rivals and the fact that its 
customers ha ve a degree of countervailing buyer power (as explained in Section 
4.5.5). This is confirmed by the Parties ’ internal documents , [...]:319 
[...] 
                                                 
317  Paragraph 35 of Non -Horizontal Merger Guidelines.  
318  Responses to questions 56 and 60  of Questionnaire Q1 to Merchants.  
319  Ingenico document provided as Annex 11 to Section 5(4)  of the F orm CO , slide 6.  
77  
 (330)  The addition of Worldline, which only sells limited volume of POS terminals  to 
competing POS merchant acquirer s ([...]% of the company’s total sales of POS 
terminals in the EEA)  and has a low [...] market share in the manufacture and supply 
of POS terminals (less than [0-5]%) is unlikely to  increase the  pricing power of the 
merged entit y materially vis-à-vis POS merchant acquirers  or NSPs .  
(331)  Third , in relation to interoperability specifically , the Parties confirmed that neither 
Worldline nor Ingenico own proprietary protocols ensuring the 
connection/interoperability between POS terminals and POS merchant acquirers in 
the EEA, or an y intellectu al property rights over these protocol (including f or 
instance the C -TAP, ZVT, EP2, CB2 and CB2A protocols).320  
(332)  None of the proprietary protocols owned by the Parties is relevant to ensure 
interoperability of the POS terminals a nd POS merchant acquiring services. The only 
protocol owned by W orldline in relation to POS terminals is the VIC Protocol, which 
is only deployed in  Belgium and ensures communication between the POS terminal 
and the customer’s ECR system. One respondent  nonetheless indicates that  “for the 
Belgian market till integration is a huge driver of interoperability. The dominance of 
the Worldline -owned VIC protocol is a significant barrier ”.321 However, t he VIC 
protocol is not licensed out to any merchant acquirer (or  to any competing POS 
terminal manufacturer). Ingenico also owns proprietary ECR protocols but these are 
deployed in Germany and not relevant in the Benelux region . As a resul t, the 
Transaction would  in any event  have no impact on com petitors, who already have no 
access to th e VIC  protocol pre -Transaction. In addition, other competing POS 
terminal manufacturers also own other relevant protocols.322 Likewise, the 
Commission’s investigation has not identified any proprietary protocols owned by 
the Parties that would give rise to concerns in relation to the interoperability of POS 
terminals with NSP services.  
(333)  Furthermore, i n countries  where the Parties have a strong market presence  
downstream, and in particular the Benelux countries and Germany, there are open 
protocols that ensure the interoperability  of POS terminals and acquiring services . 
These include the C -TAP protocol in the Benelux  countries , and the ZVT protocol in 
Germany.  These are particularly widespread; for instance, the C -TAP protocol is 
estimated t o cover 90% of the POS installed base in Belgium and the Netherlands, 
and 100% of POS terminals shipped by Ingenico’s in Belgium  use this protocol , 
whereas all transactions processed by Worldline in the Netherlands use this 
protocol .323 The same respondent w ho raises concerns  in relation to Worldline’s VIC 
protocol also acknowledged that “ C-TAP protocol is a multi -acquirer protocol 
dominating the Belgian market. Any terminal provider willing to be active in the 
Belgian market should be able to implement this protocol. However this protocol is 
governed by a separate instance – Acquiris - and therefore should not be considered 
a major issue ”. Another respondent confirms that while “ [t]erminal protocols are 
rarely interoperable - i.e. merchants can not freely swi tch to other suppliers of 
merchant acquiring services / these suppliers can not independently access the 
                                                 
320  Response to RFI 9, question 1.  
321  Responses to question 59.1 of Questionnaire Q2 to PSPs.  
322  Response to RFI 12, question 4.  
323  Response to RFI 9bis to the Parties  
78  
 terminals. […] The dominant protocol in Benelux (the CTAP protocol) then is 
interoprable  (sic) - i.e. any CTAP acquirer has access to any CTAP terminal ”.324  
(334)  The Parties have no control ling influence  over the standard setting bodies for the  C-
TAP and ZVT  protocols, which are managed by industry associations, including 
many members besides the Parties.325 
(335)  As a result, it is unlikely that the merged entity would have the ability to engage in a n 
input  foreclosure strategy post -Transaction,  either by ceasing to supply POS 
terminals to competing POS merchant acquirers  or NSP service providers , increasing 
prices or by degrading interoperability.  
(336)  Furthermore,  even if the merged entity ha d the ability to engage in a foreclosure 
strategy, it would be un likely that it would have the incentives to do so.  In order for 
the merged entity to have the incentives to engage in a foreclosure strategy, it would 
be necessary that the upstream profit loss from customers switching to competing 
POS providers were sufficiently small compared with the profit gain from customers 
switching to the Parties’ provision and management of POS terminals or POS 
merchant acquiring services (or NSP services ) downstream .  
(337)  The economic paper  submitted by the Parties326 argue s that the merged entity will not 
have the incentives to fo reclose access to its POS terminals  as this strategy would 
generate large losses due to massive foregone sales. It further argues that t he new 
entity would need to  increase its fees on the downstream market for POS merchant 
acquiring  by an unrealistic amount in order to  recoup these losses  (and this analysis 
also includes the provision and management of POS terminals a nd NSP services) . 
Having reviewed the submission , the Commission considers that  it shows  that, in the 
event of vertical foreclosure,  the intensity of competition in the POS terminals 
market  is such that  the profit loss in the upstream market could not real istically be 
compensated by an increase in merchant services charges downstream.327 Therefore, 
it is unlikely that the merged entity would have the incentives to engage in a 
foreclosure strategy in th ese market.   
(338)  The Commission , having  reviewed the arguments  put forward by the Parties, 
considers that the economic paper follows a sound methodology  and is in line with 
the principles of the Non-Horizontal Merger Guidelines in the way it compares the 
upstream profit loss with downstream profit gain (in light of d iversion of customers) 
from a vertical foreclosure strategy .328 
(339)  In addition, the fact that the merged entity would retain some incentive to ship POS 
terminals to competing merchant acquirers is further evidenced by the  fact that pre -
Transaction Ingenico already  ships terminals to merchant acquirers in countries 
where they are also active in POS merchant acquiring. This is in particular the case in 
Germany, where Ingenico is the leading player downstream, as well as in Austria and 
Belgium, where it has a m aterial market presence in POS merchant acquiring.  
                                                 
324  Responses to question 59.1 of Questionnaire Q2 to PSPs.  
325  Response to RFI 9bis to the Parties . 
326  Annex T to the Form CO . 
327  Response to RFI 15.  
328  Paragraphs 40 -46 of the Non -Horiz ontal Merger Guidelines.  
79  
 (340)  Further, a s regards NSP services, as outlined in Section 4.5. 3.2 above, the increment 
resulting  from the Transaction is small (less than 5%), so the Transaction is unlikely 
to materially increase the incen tive of the merged entity to engage in input 
foreclosure.  
(341)  As a result, it is unlikely that the merged entity would have the incentives to engage 
in an input foreclosure strategy post -Transaction.  
(342)  Based on the above, the Commission considers that the Tran saction does not raise 
serious doubts as to its compatibility with the internal market in relation to  potential 
vertical effects in relation to  the markets for the manufacturing and supply of POS 
terminals  (upstream) and provision and management of POS terminals (downstream) 
or POS merchant acquiring services (downstream) or NSP services (downstream) in 
the EEA.  
4.6.1.2.  Manufacturing and supply of POS terminals (upstream) – POS m erchant acquiring / 
NSP services /  Provision and management of POS terminals (downstream)  – 
Customer foreclosure   
(343)  The Parties procure  POS terminals from competing POS terminal manufacturers and 
offer them to clients as part of their POS management and merchant acquiring 
services throughout the EEA.  
(344)  In particular, the Parties purch ase POS terminals from competing manufacturers for 
their activity in the provision and management of POS termina ls in: Austria, 
Germany and Poland for Worldline (from manufacturers including [...]), as well as in 
Austria, Belgium, Germany and the Netherlan ds for Ingenico (from manufacturers  
including [...]). In addition, [...].  
(345)  Some market respondents raised concerns  relating to the fact that such purchases 
would stop post -Transaction . One competitor notes for instance that in terms of POS 
terminals shipme nts “ [the Company] is concerned that Ingenico being the largest 
POS terminal hardware provider, the Transaction would prevent [the Company] 
from selling POS terminals to the combined entity and their merchant base ”.329 
(346)  As a result, the risk that the Transaction would give rise to potential vertical effects 
and, in particular, would give the Parties the ability and incentives to engage in a 
successful  customer foreclosure  strategy, will be addressed in this Section. For the 
reasons laid out in Section 4.2.2, the market for the manufacturing and supply of POS 
terminals is  at least EEA -wide and the assessment of customer foreclosure should be 
carried out at that level rather than at a narrower (e.g. national) level.  
The Notifying Party’s view  
(347)  The Notifyin g Party argues that the Transaction will not result in any significant 
impediment to effective competition in particular due to the fact that (i) the merged 
entity purchases only very limited quantities of POS terminals from third party 
suppliers  in the EE A, and (ii) POS terminal manufacturers are global firm s with 
significant sales worldwide.  
                                                 
329  Non-confidential Minutes of a call with a competitor held on 17 June 2020, paragaph 26.  
80  
 The Commission’s assessment  
(348)  A vertical merger may affect upstream competitors by increasing their cost to access 
downstream customers or by restricting access to a significant customer base.330 
(349)  In the present case, the merged entity cannot be considered to represent a significant 
customer base  for competing manufacturers and suppliers of POS terminals at the 
upstream level . The Parties ’ purchases  only represent a margi nal share of POS 
terminal s shipped in the EEA:  
(a) In 2019, Worldline procured [...].  
(b) Similarly,  in 2019 Ingenico procured [...].  
(350)  Post-Transaction, the merged entity would thus procure  around [a small 
proportion]%  of POS terminals shipped by third party POS manufacturers in the 
EEA, representing less than [a small proportion]%  of total shipments in the region.  
(351)  As a result, it is unlikely that the merged entity would have the ability to engage in a  
customer  foreclo sure strategy post -Transaction.  
(352)  In addition, the fact that the merged entity would retain some incentive to procure  
POS terminals from competing manufactures  is evidenced by the fact that pre -
Transaction  both Worldline and  Ingenico already procure  termina ls for their installed 
base in  countries where they are strong players  in POS merchant acquiring , NSP 
services or POS provision and management  including  Austria, Belgium and 
Germany . In fact, strong customer preferences drive the incentives to procure POS 
terminals from competing manufacturers. In this regard, the Parties explained that 
[...]. Indeed, Austria is historically a Member State where VeriFone, formerly 
Hypercom, is the market leader, and is rewarded by strong consumer preference.331  
(353)  As a result, it is unlikely that the merged entity would have the incentives to engage 
in a customer foreclosure strategy post -Transaction.  
(354)  Finally , any  customer  foreclosure strategy w ould only have a limited impact  (if any ) 
on the relevant markets. The market investigation revealed indeed that  only a 
minority of POS terminal manufacturers  consider  that there will not remain a 
sufficient pool of customers post -Transaction . The few who indicated th at there 
might not remain a s ufficient pool of customers  have only had limited sales  to the 
Parties pre-Transaction  and would thus likely not be heavily impacted by any 
customer foreclosure strategy .332 
(355)  Based on the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to  potential 
vertical effects in relation to  the markets for the manufacturing and supply of POS 
terminals  (upstream) and merchant acquiring / NSP services / the provision and 
managem ent of POS terminals (downstream) in the EEA.  
                                                 
330  Paragraph 60 of the Non -Horizontal Merger Guidelines.  
331  Form CO, paragraph 743.  
332  Response to question 61.2 of Questionnaire Q2 to PSPs . 
81  
 4.6.1.3.  Acquiring processing (upstream) – POS m erchant acquiring  / e-commerce merchant 
acquiring  (downstream) – Input foreclosure  
(356)  Certain merchant acquirers do not handle the a cquiring processing, the technical 
handling and routing of a payment transaction, in -house. When merchant acquirers 
procure their acquiring processing from a third party, a vertical relationship may 
exist. Worldline and Ingenico both perform acquiring proc essing in -house to meet 
their entire internal needs and do not source acquiring processing from the market. 
Therefore, customer foreclosure will not be assessed in this decision . However, 
Worldline provides acquiring processing services for third parties. An input 
foreclosure assessment is therefore presented below.  Both Parties are active in the 
downstream market s for POS merchant acquiring  and e -commerce  merchant 
acquiring . 
The Notifying Party’s view  
(357)  The Notifying Party argues that the Transaction will no t result in any significant 
impediment to effective competition in particular due to the fact that  (i) the merged 
entity lack s power in the upstream market, (ii) the presence of alternative significant 
suppliers and (iii) the lack of incentive to foreclose . 
The Commission’s assessment  
(358)  For input foreclosure to be a concern, the vertically integrated firm resulting from the 
merger must have a significant degree of market power in the upstream market.333 
For the reasons laid out below , it is unlikely that the me rged entity will benefit from a 
significant degree of market power in relation to  acquiring processing. Moreover, the 
merged entity would lack incentives to pursue a foreclosure strategy.  
(359)  First, the merged entity will not have the ability to foreclose cust omers of acquiring 
processing services. Ingenico does not provide acquiring processing services to third 
parties. Therefore, the Transaction does not increase the ability of the merged entity 
to foreclose customers. Moreover, at EEA level, in a market comp rising both 
transactions processed internally and to third parties, the Parties’ combined market 
share was [10-20]% in 2019 in terms of number of transactions  with a very limited 
increment from Ingenico ( [0-5]%). On a market consisting of only transactions  
processed by third parties, the merged entity holds an EEA -wide market shar e of [30-
40]%  in terms of number of transactions , without an y increment, as Ingenico only 
performs acquiring processing for own transactions . Customers and competitors 
responding to the market investigation confirmed that the merged entity will continue 
to be constrained by  a large number of major, credible  providers in the EEA, such as 
First Data, FIS, Adyen, Elavon, Evo, Wordpay, Barclays, SIA, N ets or  Wirecard. In 
fact, only two  customers identified Worldline among the top three suppliers of 
acquiring processing services in the EEA ; indeed, customers mentioned First Data 
more often than Worldline as one of the three largest suppliers and competitors 
mentioned WorldPay more often .334 In this vein, the large majority of customers 
consider that post -Transaction, there will remain sufficient choice of credible 
suppliers providing acquiring processing services in the EEA .335 Finally, the large  
                                                 
333  Paragraph 35 of the Non -Horizontal Merger Guidelines.  
334  Responses to questions 106 and 117  of Questionnaire Q2 to PSPs.  
335  Responses to question 107  of Questionnaire Q2 to PSPs.  
82  
 majority of customers and competitors are of t he view that the Transaction will have 
a neutral or positive impact in terms of price, choice , quality and innovation in the 
market for acquiring processing  and consider that the Transaction will not have any 
impact o n their own business es.336 Therefore, at EEA level, the merged entity would 
not have the ability to foreclose access to acquiring processing services.   
(360)  Second, the Transaction does not materially change the incentives to pursue a 
foreclose strategy. [...] of the transactions  processed by Worldlin e for third parties 
originate from France, the Netherlands, and Italy, where merchant acquirers are, 
exclusively or mostly , banks. Because of this, the merged entity has very low market 
shares on the downstream national POS merchant acquiring markets in th ese 
countries. More specifically, the combined market shares in the downstream market 
(value) are [0-5]% in the Netherlands, [0-5]% in France and [0-5]% in Italy, with a 
very limited increment, always below [0-5]%. In these countries, a foreclosure 
strategy would be unprofitable. Refusing to provide processing services to merchant 
acquirers would result in losses that cannot be recouped through a realistic margin 
increase on the national POS merchant acquiring marke t or through a realistic 
increase of market shares downstream. Therefore, the Transaction does not materially 
change the incentives of the merged entity to foreclose customers, as  the merged 
entity achieve s [the large majority]%  of its third party acquirin g processing 
transaction s in countries in which  in the downstream  market the increment  is always 
below [0-5]% and the combined market shares are limited.  With regard to e -
commerce merchant acquiring, the merged entity would also lack the incentives to 
foreclose, considering its limited market share in the EEA ( [0-5]%). 
(361)  Based on the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to potential 
vertical effects in r elation to the markets for acquiring processing services (upstream) 
and merchant acquiring for POS terminals or e -commerce merchant acquiring  
(downstream) in the EEA.  
4.6.2.  Conglomerate effects  
(362)  The Transaction gives rise to conglomerate relationships be tween the  Parties’ 
activities .  
4.6.2.1.  Production and supply of POS Terminals – POS m erchant acquiring services / NSP 
services  
(363)  In the event that merchants procure POS terminals directly from the manufacturer 
and additionally buy POS merchant acquiring services  (or NSP services) , 
conglomerate effects between the two are conceivable. In the event that the merchant 
would procure (or rent) its POS terminals via a merchant acquirer, the relationship 
would instead be of a vertical nature (see Section 4.6.1.1)  
The Not ifying Party’s view  
(364)  The Notifying Party submits that a conglomerate link between production and supply 
of POS terminals and POS merchant acquiring services (or NSP services) only exists 
                                                 
336  Responses to questions 108, 109, 118 and 119  of Questionnaire Q2 to PSPs.  
83  
 for merchants who buy their POS terminals from the manufacturers, i.e. typically 
large merchants. SMEs typically b uy or rent their POS terminals from their merchant 
acquirer /NSP , together with POS merchant acquiring services  (or NSP services) , in 
which case the linkage is of a vertical nature (this vertical linkage is discus sed in 
Section 4.6.1.1 of this decision).337  
(365)  The Notifying Party argues that conglomerate effects are  therefore only relevant for 
those (large) merchants that procure POS terminals and POS merchant 
acquiring /NSP  services from the same company (that is both a POS terminal 
manufacturer and a merchant acquirer /NSP ). The Notifying Party argues that no 
significant group of large merchants that meets this characterisation exists, as large 
merchant organise separate tenders for these two products and are not willin g to 
single -source.338 
(366)  In support of this argument, the Parties provide several examples for Belgium, 
Germany and Luxembourg, where significant proportions of large merchants source 
POS terminals and POS merchant acquiring in separate tenders, and in some cases 
choose to procure them from different suppliers. 339 
(367)  The Notifying Party further submits that non -proprietary protocols exist in Belgium 
(CTAP protocol) and Germany (ZVT protocol) which further facili tate switching of 
POS terminal providers and merchant acquirers. For Luxembourg, the Notifying 
Party submits that Wor ldline’s POS merchant acquiring and POS terminals are 
already  de facto technically tied, due to the use of the EP2 protocol, which is not 
compatible with  competing merchant acquirers  in Luxembourg .340 Therefore, no 
merger -specific conglomerate effects can take place.341 
The Commission’s assessment  
(368)  The merged entity will offer POS terminals and merchant acquiring services for POS 
terminals , as wel l as NSP services in Germany . Considering that some customers 
purchaser both products, the Transaction gives raises to a conglomerate relation ship. 
The merged entity could conceivably leverage its position on POS merchant 
acquiring (and/or NSP services in Germany) into the POS terminals market or vice 
versa. The Commission notes  that both Worldline and Ingenico already offered both 
products pre -Transaction.  Conglomerate effects may result in foreclosure when the 
merged entity has the ability and incentive t o leverage a strong market position from 
one market to another. For instance, the merged entity may expand its position on the 
POS merchant acquiring /NSP  market by using its advantage on the POS terminals 
market. Conversely, it may strengthen its strong po sition on the POS terminals 
market by bundling it with acquiring /NSP  services.  
(369)  With regard to the possibility of leveraging its position in the POS merchant 
acquiring market, the Commission notes that during  the market investigation, few 
PSPs voiced the concern that post -Transaction the merged entity could leverage its 
                                                 
337  Annex T to the Form CO, paragraph 92.  
338  Annex T to the Form CO, paragraph 96.  
339  Annex T to the Form CO, paragraphs 100 -101 and 104 -106. 
340  Competing merchant acquirers in Luxembourg are primarily German acquirers and like ly use the ZVT 
protocol.  
341  Annex T to the Form CO, paragraphs 103, 107 and 111.  
84  
 strong position in merchant acquiring to strengthen its position in the supply of POS 
terminals by forcing merchants to use POS terminals prod uced by the merged entity.  
According to one of the PSPs, the merged entity will hold a very strong position in  
the POS merchant acquiring market  in the EEA , in excess of 50% , and if the merged 
entity would not allow merchant s to use  hardware from  competing  POS terminal 
manufacturers, a large proportion of the European market will not be accessible  to 
the latter , increasing the merged entity’s  market power .342 
(370)  As regards a foreclosure strategy, whereby the merged entity would leverage any 
market power from its  position in merchant acquiring, t he Commission firstly  notes 
that the merged entity will control significantly less of the POS merchant acquiring 
space than estimated  in the complaint: the Notifying Party estimates that the Parties’  
combined share in over all POS merchant acquiring at EEA level represents [0-5]% 
and the results of the market investigation did not provide any reason to doubt the 
reliability of these estimates . Thus the merged entity would clearly lack the ability to 
engage in conglomerate fo reclosure strategies relying on its market position in 
overall POS merchant acquiring at EEA level  (and, in any event, the POS merchant 
acquiring market is national, as outlined in Section 4.2.1 above) .  
(371)  Looking at national level, the merged entity would h ave market shares above 50% in 
Austria, Belgium and Luxembourg  for POS merchant acquiring . In Germany the 
Transaction also gives rise to an affected market in merchant acquiring, however as 
discussed in Section 4.5.3, the merged entity will not have a sign ificant degree of 
market power in this market.  The same holds true for the market of NSP services in 
Germany . 
(372)   For Austria, Belgium and Luxembourg, despite the high market shares in POS 
merchant acquiring, the market investigation did not provide any indic ation that the 
merged entity could successfully implement a strategy that would significantly 
increase the risk of anti-competitive  tying and bundling . The majority of respondents 
to the market investigation confirmed that they use competitive procurement 
processes such as bilateral negotiation with multiple suppliers or tender process and 
that those customers that purchase POS terminals directly from the manufacturer 
typically procure merchant acquiring services and POS terminals in separate 
processes.343 Any tying strategy is therefore unlikely to succeed.  
(373)   This lack of ability and/or incentives to bundle the products is further evidenced by 
the fact, as described in Section 4.6.1.2, that pre -Transaction both Worldline and 
Ingenico already procure terminals from rival third part y POS terminal suppliers  for 
their installed base in countries where the  Parties  are strong players in POS merchant 
acquiring  or NSP services , including Austria, Belgium and Germany . It follows that 
even in countries where the  Parties  are strong in POS merchant acquiring /NSP  
services, they have been unable and/or lacked the incentive to bundle POS merchant 
acquiring services and POS terminals and even for customers purchasing both 
products, the Parties had to offer POS terminals from co mpeting suppliers to 
merchants due to strong customer preferences. Therefore, the Commission considers 
that it is unlikely that the merged entity would have the ability  or incentive  to 
                                                 
342  Responses to question 40 of Questionnaire Q2 to PSPs.  
343  Responses to question 55  of Questionnaire Q2 to PSPs  and Responses to questions 43 and 54  of 
questionna ire Q1 to Me rchants . 
85  
 leverage its market position on the merchant acquiring /NSP  services mar kets to 
bundle the provision of this service with the supply of POS terminals.  
(374)  Moreover, even  if the merged entity were to implement a bundling or tying strategy  
in Austria, Belgium and /or Luxembourg, which is unlikely for the reasons set out 
above, the ef fects on the EEA market for the supply of POS terminals  would be very 
limited. Indeed, the market for the supply of POS terminals is EEA wide in scope, 
and Austria, Belgium  and Luxembourg account for only a fraction of the total EEA 
market size for the sup ply of POS terminals. It follows that competitors would not 
lose a significant share of their sales of POS terminals in the EEA.  
(375)  Additionally, as explained in Section 4.6.1 , the merged entity will not have the ability 
to degrade interoperability,  as it does not control proprietary protocols to do so.  
Therefore, it is unlikely that the merged entity could engage in a technical tying 
strategy or that any such attempted strategy would be successful .  
(376)  Moreover, the merged entity would have a limited a bility to engage in a foreclosure 
strategy relying on its market position in the manufacture and supply of POS 
terminals . The merged entity would have a market share of [40-50]%  on the EEA -
wide market for manufacturing and supply of POS terminals and  as di scussed in 
Section 4.5. 5 the merged entity will not have a significant degree of market power in 
this market . In fact, the large majority of respondents to the market investigation 
indicated that post -Transaction there will remain a sufficient number of cr edible 
suppliers of POS terminals and a significant number of suppliers indicated that they 
have plans to expand their sales of POS terminals.344  
(377)  As mentioned above, t he market investigation also confirmed the Parties’ argument 
that customers tend to use co mpetitive procurement processes and that those 
customers that purchase POS terminals directly from the manufacturer  typically 
procure merchant acquiring services and POS terminals in separate processes .345 Any 
tying strategy is therefore unlikely to succeed.  
(378)  Therefore, considering that  (i) the merged entity will lack market power in the EEA -
wide market for manufacturing and supply of POS terminals and in the space of POS 
merchant acquiring /NSP services  in the EEA , including at national level , (ii) there 
are a number of alternative credible suppliers for POS terminals in the EEA and (iii) 
customers use competitive process to procure POS terminals and procure separately 
from merchant acquiring /NSP  services, the merged entity will not be able to l everage 
its position in the POS terminal market to bundle POS terminals with POS merchant 
acquiring /NSP  services.  
(379)  Based on the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal mar ket in relation to potential 
conglomerate  effects in relation to the markets for the manufacturing and supply of 
POS terminals and its potential segmentations  and POS merchant acquiring and its 
potential segmentations  as well as NSP services in Germany . 
                                                 
344  See section 4.6.1.1.  
345  Responses to question 55  of Questionnaire Q2 to PSPs  and Responses to questions 43 and 54  of 
questionna ire Q1 to Merchants . 
86  
 4.6.2.2.  Production and supply of POS terminals – Acquiring processing services  
(380)  Banks  that provide merchant acquiring services at retail level  may be customers for 
POS terminals and acquiring processing services, meaning that conglomerate effects 
are generally conce ivable  for the two markets.  
The Notifying Party’s view  
(381)  The Notifying Party argues that the Transaction will not result in any significant 
impediment to effective competition in particular due to (i) the fact that the merged 
entity lacks power in the production and supply of POS terminals and in the 
provision of acquiring processing services ; (ii) the presence of alternative significant 
suppliers  in both markets ; and (iii) the fact that both markets are weakly related given 
that banks usually sourc e both products from different suppliers or through different 
tenders processes  and that the demand for these products originates from different 
entities within banks . 
The Commission’s assessment  
(382)  The ability to foreclose relies on the merged entity having a significant degree of  
market power in one of the markets concerned and on one of the product s being 
viewed as particularly important, for instance because of a lack of alternatives or in 
the presence of capacity constraints.  For the reasons laid out below it is unlikely that 
conglomerate effects arise in relation to the markets for p roductio n and supply of 
POS terminals and a cquiring processing services . 
(383)  First, on the market for production and supply of POS terminal s, the Par ties have a 
combined market share of [40-50]%  in the EEA  but, for the reasons explained above 
in Section 4.6.1.1, the merged entity likely does not have a significant degree of 
market power in the market for the manufacture and supply of POS terminals . For  
acquiring processing, the Parties only have a modest combined market share of [10-
20]%  in the EEA  and, for the reasons set out in Section 4.6.1.3, the merged entity  
does not have a significant degree of market power in the market for  acquiring 
processing.  
(384)  Second , the market investigation confirmed the argument of the Parties that the large 
majority of customers procure POS terminals and acquiring processing services  
separately, using different tenders  or different contracts.346 Moreover, a significant 
number  of customers procure acquiring processing services for POS transactions and 
POS terminals from different suppliers.347  
(385)  Therefore, considering that customers can and actually  do procure POS terminal s and 
acquiring processing services separately, the presence of alternative credible 
suppliers and the lack of a significant degree of market power in both markets for the 
reasons explained in Sections 4.6.1.1 and 4.6.1.3, conglomerate effects are unlikely.  
(386)  Based on the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market in relation to potential 
                                                 
346  Responses to question 102  of Questionnaire Q2 to PSPs.  
347  Responses to question 101  of Questi onnaire Q2 to PSPs.  
87  
 conglomerate  effects in relation to the markets for acquiring processing services and 
the supply of POS terminals  in the EEA.  
4.7. Summary of competitive concerns caused by the Transaction  
(387)  As described in the previous Sections, the Commission raises serious doubts for the 
following markets , in each case due to the horizontal non -coordinated eff ects of the 
Transaction : 
(a)  the market for POS merchant acquiring in Austria , including its potential 
segmentations by card brand and the segment for debit cards ;348 
(b)  the market for POS merchant acquiring in Belgium , including its potential 
segmentations by ca rd brand and credit/debit card ;349 
(c)  the market for POS merchant acquiring in Luxembourg , including its 
potential segmentations by card brand and by debit/credit cards ; 
(d)  the market for the provision and management of POS terminals in 
Austria ; and  
(e)  the market for the provision and management of POS terminals in 
Belgium . 
5. PROPOSED REMEDIES  
5.1. Framework for the assessment of the commitments  
(388)  Where a concentration raises serious doubts as regards its compatibility with the 
internal market, the merging parties may under take to modify the concentration to 
remove the grounds for the serious doubts identified by the Commission. Pursuant to 
Article 6(2) of the Merger Regulation, where the Commission finds that, following 
modification by the undertakings concerned, a notified  concentration no longer raises 
serious doubts, it shall declare the concentration compatible with the internal market 
pursuant to Article 6(1)(b) of the Merger Regulation . 
(389)  As set out in th e Commission Notice on remedies acceptable under Council 
Regulation  (EC) No 139/2004 and under Commiss ion Regulation (EC) No 802/2004  
(the “Remedies Notice” )350, the commitments have to eliminate the competition 
concerns entirely, and have to be comprehensive and eff ective from all points of 
view.351  
(390)  In assessing whether commitments will maintain effective competition, the 
Commission considers all relevant factors, including the type, scale and scope of the 
                                                 
348  Whether competitive concerns arise for the credit card segment of the Austrian POS merchant acquiring 
market can be left open as such concerns are ultimately remedied (See Section 5).  
349  Whether competitive concerns arise for the int ernational and domestic card network scheme segments of 
the Belgian POS merchant acquiring market can be left open as such concerns are ultimately remedied 
(See Section 5).  
350  OJ C 267, 22.10.2008, p. 1.  
351  Paragraph 9 of the Remedies Notice . 
88  
 proposed commitments, with reference to the structure and particular characteristics 
of the mark et in which the transaction is likely to significantly impede effective 
competition, including the position of the parties and other participants on the 
market.352 
(391)  In order for the commitments to comply with those principles, they must be capable 
of being im plemented effectively within a short period of time. Concerning the form 
of acceptable commitments, the Merger Regulation gives discretion to the 
Commission as long as the commitments meet the requisite standard. Structural 
commitments will meet the condit ions set out above only in so far as the Commission 
is able to conclude with the requisite degree of certainty, at the time of its decision, 
that it will be possible to implement them, and that it will be likely that the new 
commercial structures resulting  from them will be sufficiently workable and lasting 
to ensure that serious doubts are removed.353 Divestiture commitments are normally 
the best way to eliminate competition concerns resulting from horizontal overlaps.  
5.2. Proposed commitments  
(392)  On 9 September 2020, the Notifying Party  submitted a set of commitments under 
Article 6(2) of the Merger Regulation (the “ First  Commitments ”), in order to render 
the concentration compatible with the internal market . 
(393)  The Commission market tested the First Commitments to assess whether they are 
sufficient and suitable to remove the serious doubts identified in Section  4 of this 
decision . The feedback received from merchants and PSPs during the market test 
confirmed that the First Commitments could in princip le remedy the serious doubts 
identified by the Commission, but subject to modifications to address a number of 
specific issues described below in Section 5.2.2  of this decision . On 24 September 
2020, the Parties  submitted revised Commitments under Article 6(2) of the Merger 
Regulation (the “ Final Commitments ”) that aim to address the issues identified by 
the Commission .  
5.2.1.  Description of the First Commitments  
(394)  In order to render the Transaction compatible with the internal market, the Notifying 
Party submitted  commitments consisting of the divestiture to a suitable purchaser 
(the “ Purchaser ”) of: (i) Ingenico’s POS merchant acquiring and POS provision and 
management business in Austria (the “ Austria Divestment Business ”), (ii) 
Ingenico’s POS merchant acquiring and POS provision and management business in 
Belgium (the “ Belgium Divestment Business ”), and (iii) Worldline’s merchant 
acquiring business in Luxembourg (the “ Luxembourg Divestment Business ”). 
Together, the y are referred to as the “ Divestment Businesses ”.  
  
                                                 
352  Paragraph 12 of the Remedies Notice . 
353  Paragraph 10 of the Remedies Notice . 
89  
 5.2.1.1.  Scope of the Divestment Businesses  
(395)  The Divestment Businesses will contain the following assets:  
(a) Austria Divestment Business : all commercial assets and staff that contribute 
to the current operation or are necessary to ensure the viability and 
competiti veness of the Austria Divestment Business : 
– all customer contracts, relating to the markets for POS merchant 
acquiring services and POS installed base, entered into between 
Ingenico and merchants having their registered office in Austria and 
operating a bus iness (sales of goo ds and/or services) in Austria354 and 
the corresponding customer data and records . In total, approximately 
[10 000 -11 000]  clients are included;  
– the relevant management, sales and customer support team associated 
to the Austria Divestment  Business, i.e. [...] employees ; 
(b) Belgium Divestment Business : all commercial assets and staff that contribute 
to the current operation or are necessary to ensure the viability and 
competitiveness of the Belgium Divestment Business:  
– all customer contracts, relating to the markets for POS merchant 
acquiring services and POS installed base, entered into between 
Ingenico and merchants having their registered office in Belgium and 
operating a business (sales of goods and/or services) in Belgium355 and 
the correspo nding customer data and records . In total, approximately 
[15 000 -20 000]  clients are included ; 
– the relevant management, sales and customer support team associated 
to the Belgium Divestment Business, i.e. [...] employees;  and 
(c) Luxembourg Divestment Business : all commercial assets that contribute to 
the current operation or are necessary to ensure the viability and 
competitiveness of the Luxembourg Divestment Business, which relates to (i) 
all customer contracts with local merchants (SMBs) relating to the mark et for 
POS merchant acquiring services, entered into between these merchants 
having their registered office in Luxembourg and operating a business (sales 
of goods and/or services) in Luxembourg and Worldline, before the 
acquisition of Six Payment  Services  which was closed in November 2018 and 
that are using the C -TAP protocol as a technical solution ;356 and (ii) [0-10] 
Worldline local key account merchants , and the corresponding customer data 
and records . In total, approximately [1 000 -2 000]  clients are included.  
                                                 
354  Except cross -border merchants which have achieved in 2019 a Merchant Sales Value below 50% in 
Austria, and a few public entities.  
355  Except cross -border clients which have achieved in 20 19 a Merchant Sales Value below 50% in Belgium 
and a few public entities.  
356  Except a few public entities . 
90  
 5.2.1.2.  Purchaser requirements  of the First Commitments  
(396)  Under the First Commitments, each of the Divestment Businesses may be sold 
separately to different Purchasers or to one and the same Purchaser. The choice of 
Purchaser(s) is subject to an approval by the Commission . In particular , the 
Purchaser(s) must fulfil the following criteria  (together, the “ Purchaser 
Requirements ”): 
(a) The Purchaser(s) shall be independent of and unconnected to the Notifying 
Party357 and its Affiliated Undertakings (th is being assessed having regard to 
the situa tion following the divestiture);  
(b) The Purchaser(s) shall have the financial resources, proven expertise and 
incentive to maintain and develop the Divestment Business(es) as a viable and 
active competitive force in  competition with the Parties and other 
competitors; in particular, the Purchaser(s) should have the necessary back -
office resources for all Divestment Businesses and the POS management 
expertise for the Divestment Businesses in Austria and in Belgium;  
(c) The acquisition of the Divestment Business(es) by the Purchaser(s) must 
neither be likely to create, in light of the information available to the 
Commission, prima facie competition concerns nor give rise to a risk that the 
implementation of the Commitments w ill be delayed. In particular, the 
Purchaser(s) must reasonably be expected to obtain all necessary approvals 
from the relevant regulatory authorities for the acquisition of the Divestment 
Business(es); and  
(d) Specifically for the Luxembourg Divestment Busine ss, the Purchaser(s) 
should have the required personnel to operate it.  
5.2.1.3.  Other elements of the First Commitments  
(397)  To reinforce the structural effect of the First Commitments, the Parties commit that if 
less than [...] of the Divestment Businesses would be tra nsferred to the relevant 
Purchaser(s) due to the refusal by certain merchants to agree to the transfer, the 
Parties shall substitute the non -transferred merchants with alternative, comparable 
(by merchant sales value) merchants.  Where more than [...] of th e Divestment 
Businesses would be transferred, the Parties commit to terminate, in compliance with 
legal requirements and the contractual terms, Ingenico’s (in Belgium and Austria) 
and Worldline’s (in Luxembourg) current merchant acquiring contracts for tho se 
customers who are in scope of the Divestment Business but would not transfer. The 
Parties shall also not reacquire influence over the Divestment Businesses or contract 
in Austria, Belgium or Luxembourg for merchant acquiring or POS provision and 
managem ent services with customers that are part of the Divestment Businesses for a 
period of 5 years as from Closing.  
(398)  Furthermore, with the aim of ensuring a smooth transfer of the Divestment 
Businesses, the Notifying Party committed to provide an interim support arrangement  
to the Purchaser during the integration process  (the “ Interim Support 
                                                 
357  For the avoidance of doubt, this requirement was updated to refer to the “Parties” in the Final 
Commitments.  
91  
 Arrangement ”). The Interim Support Arrangement consists of the supply, at cost 
and at the Purchaser’s option, for a period of up to 24 months of:  
(a) Operations a nd product management, namely transaction processing, 
customer and acquirer servicing, and technical product management;  
(b) The benefit of Ingenico’s (in Belgium and Austria) and Worldline’s (in 
Luxembourg) scheme licenses and payment institution licenses for  the 
operation of the Divestment Businesses; and  
(c) Other functions that might be reasonably necessary to facilitate the transition, 
such as an interim licence to use relevant trademarks.  
(399)  The First Commitments also provide that  the Notifying Party should enter  into 
related commitments, inter alia regarding the separation of the Divest ment  
Business es from its retained businesses, the preservation of the viability, 
marketability and competitiveness of the Divestment Businesses , including the 
appointment of a  monitoring trustee and, if necessary, a divestiture trustee.  
5.2.1.4.  Notifying Party’s views  
(400)  The Notifying Party argues that the First Commitments would eliminate the 
Commission’s serious doubts in relation to the Transaction . In particular, the 
Notifying Party i s of the view that:  
(a) The Firs t Commitments would  address the Commission’s concerns as they: (i) 
remove the large majority of the overlap between the Parties for POS 
merchant acquiring and POS provision and management in Austria, (ii) 
remove the large majori ty of the overlap between the Parties for POS 
merchant acquiring and POS provision and management in Belgium, and (iii) 
remove more than the overlap between the Parties for POS merchant 
acquiring in Luxembourg ; 
(b) The Divestment Businesses are comprehensive a nd effective, allowing the 
Purchaser(s) to compete effectively in the relevant markets on a lasting basis; 
and 
(c) The other elements of the First Commitments ensure that the Commitments 
are capable of being implemented effectively within a short period of tim e. 
5.2.2.  Assessment of the First Commitments  
(401)  The Commission conducted a market test of the Initial Commitments to investigate 
the scope and effectiveness of the Commitments, the viability and competitiveness of 
the Divestment Businesses, and the appropriateness of the Purchaser Requirements. 
The Commission’s assessment of each of the se elements in light of the results of the 
market test is as follows . 
5.2.2.1.  Sufficiency to address concerns and scope  
(402)  As explained in Section  4 above, the Commission finds that the Transact ion gives 
rise to serious doubts as to the compatibility of the concentration with the internal 
market in respect of each of: (i) POS merchant acquiring and POS provision and 
92  
 management in Austria ; (ii) POS merchant acquiring and POS provision and 
manageme nt in Belgium ; and (iii) POS merchant acquiring in Luxembourg.  
(403)  In each of Austria, Belgium and Luxembourg, the First Commitments entail the 
divestment of (at least) the large majority of the overlap in the markets in which 
serious doubts result from the Tr ansaction. The First Commitments would therefore 
ensure that in each of these markets the Transaction maintains effective competition 
at the level in effect pre -Transaction. More specifically:  
(a) The Austria Divestment Business  includes a client base of appro ximately [10 
000-11 000]  merchant acquiring customers, generating a merchant sales value 
of approximately EUR [...] in 2019. This represents a market share of 
approximately [5-10]% , meaning that the First Commitments would remove 
the large majority of the overlap between the Parties ( [5-10]% )358 in the POS 
merchant acquiring market in Austria. Likewise, virtually the whole  of the 
overlap in Austria is divested in the POS provision and management market, 
as the Austria Divestment Business includes a POS instal led base of 
approximately [10 000 -15 000]   POS terminals, representing a market share 
of [5-10]%  (compared with an overlap of [5-10]% ).359 
(b) The Belgium Divestment Business  includes a client base of approximately [15 
000-20 000]  merchant acquiring clients, gen erating a merchant sales value of 
approximately EUR [...] in 2019. This represents a market share of 
approximately [0-5]%, meaning that the First Commitments would remove 
virtually the whole of the overlap between the Parties ( [0-5]%) in the POS 
merchant a cquiring market in Belgium. Similarly, virtually the whole of 
overlap in Belgium is divested in the POS provision and management market, 
as the Belgium Divestment Business includes a POS installed base of 
approximately [20 000 -25 000]  POS terminals, repres enting a market share of 
[5-10]%  (compared with an overlap of [5-10]% ).360 
(c) The Luxembourg Divestment Business  includes a client base of 
approximately [1 000 -2 000]  merchant acquiring clients, generating a 
merchant sales value of approximately EUR [...] in 20 19. This represents a 
market share of approximately [5-10]% , meaning that the First Commitments 
would divest more than the overlap between the Parties ( [5-10]% ) in the POS 
merchant acquiring market in Luxembourg.361 
(404)  The market test confirmed the suitability of the First Commitments to address the 
Commission’s serious doubts. The vast majority of customers and competitors that 
expressed a view considered that the First Commitments are suitable to effectively 
remove the competitive concerns relating to the mark ets for POS merchant acquiring 
                                                 
358  The Divestment Business is slightly smaller than the total size of the increment as the merged entity will 
retain those merchants generating more than 50% of their merchant sales value outside of Austria and a 
few public entities.  
359  Form RM, paragraphs 21 -29. 
360  Form RM, paragraphs  5-12. 
361  Form RM, paragraphs 13 -20. 
93  
 in Austria, Belgium and Luxembourg and POS provision and management services 
in Austria and Belgium.362  
(405)  The market test also confirmed that the Austria Divestment Business and Belgium 
Divestment Business contain sufficient cus tomers, personnel and support services to 
ensure that it will be an effective competitor in the hands of a suitable Purchaser.363 
One respondent in each of Austria and Belgium noted that the Austria Divestment 
Business and Belgium Divestment Business , respec tively,  exclude those merchant 
acquiring clients that generate the majority of merchant sales value outside of those 
countries, and explained that this could risk excluding key accounts and so may 
reduce the competitiveness of the Divestment Businesses.364 However, the 
overwhelming majority of respondents did not have such concerns and considered 
the scope of the Divestment Businesses to be sufficient. In each case, the divestment 
accounts for the large majority of the overlap and includes customers whose 
commercial focus is on Austria or Belgium respectively (in the sense that more than 
50% of their merchant sales value is generated in the country), including key 
accounts. Therefore, the Commission considers this concern does not call into 
question the compet itiveness or scope of the Divestment Business or the efficacy of 
the First Commitments in resolving the concerns.  
(406)  In relation to Luxembourg, respondents to the market test considered that sufficient 
customers and support services are included. Respondents  noted that the transfer of 
personnel would not be strictly necessary to allow a suitable purchaser to compete 
effectively on the relevant Luxembourgish markets.365 However, this point should be 
viewed in the context of the market test results relating to viability , as described 
below.  
(407)  The results of market test did not identify  any other material assets that would be 
necessary for the effectivenes s of the divestmen t but that have  not been included in 
the First Commitments.  
(408)  In light of the above, the Commission considers that the First Commitments are 
adequate in scope and suitable to address the serious doubts the Transaction would 
otherwise give rise to, as the Div estment Businesses will each be an effective 
competitor in the hands of a suitable Purchaser.  
5.2.2.2.  Viability and competitiveness of the Divestment Businesses  
(409)  The Austria Divestment Business and Belgium Divestment Business each represent 
(at least) the large majority of Ingenico’s current activities in Belgium regarding POS 
merchant acquiring and POS provision and management. Likewise, the Luxembourg 
Divestment Business is larger than the increment and reflects the size of Worldline’s 
                                                 
362  Responses to question s 3, 5 and 7  of Questionnaire R1 to Merchants and PSPs.  
363  Responses to questions 4 and 6 of Questionnaire R1 to Merchants and PSPs. For completeness, some 
respondents considered that the Belgium  Divestment Business may be over -staffed and so the Purchaser 
should have the option of whether these personnel should transfer as part of the Belgium Divestment 
Business. The Commission understands that it was the Notifying Party’s intention in the First 
Commitments that personnel should be at the Purchaser(s)’ option for the Belgium Divestment Business 
and Luxembourg Divestment Business; this has been clarified in the Final Commitments.  
364  Responses to questions 3 and 6 of Questionnaire R1 to Merchants an d PSPs.  
365  Responses to question 8 of Questionnaire R1 to Merchants and PSPs.  
94  
 POS merchant acquiring business in Luxembourg prior to its acquisition of Six 
Payment Services. In 2019, the Divestment Businesses generated net revenues of 
EUR [...] million in Aus tria, EUR [...] million in Belgium and EUR [...] million in 
Luxembourg, with a strong level of profitability (gross margins of EUR [...] million, 
EUR [...] million, and EUR [...] million, respectively).  
(410)  The market test clearly confirmed that the Austria Di vestment Business and Belgium 
Divestment Business are viable as individual businesses.366 However, in relation to 
all three Divestment Businesses, a number of customers and competitors pointed to 
the growing importance of a supplier’s ability to provide omni channel merchant 
acquiring solutions (including both POS merchant acquiring and e -commerce 
merchant acquiring solutions), which was also reflected in the market 
investigation.367 Accordingly, it was suggested that to ensure the competitiveness of 
the Divestm ent Businesses, the y should be capable of offering e -commerce merchant 
acquiring solutions as well as POS merchant acquiring solutions. This would be the 
case if the Purchaser(s) were capable of offering e -commerce merchant acquiring 
solutions in the relev ant Member State(s).  
(411)  However, the market test indicated concerns regarding the viability of  the 
Luxembourg Divestment Business, in particular due to the small size of the 
Luxembourg Divestment Business and the relevant markets in Luxembourg.368 The 
Commissi on considers in light of the feedback of the market test that the 
Luxembourg Divestment would, nevertheless , be viable and competitive if sold in a 
context where it can benefit from the Purchaser’s scale in an adjacent country. This 
could be the case if it  were sold together with the Belgium Divestment Business or if 
the Purchaser has a significant presence in an adjacent Member State. 
(412)  Most respondents confirmed that the Interim Support Arrangements proposed under 
the First Commitments are adequate in scope  and duration to enable the Purchaser(s) 
to start operating the Divestment Business successfully.369 The vast majority of 
respondents did not identify any additional support services that are necessary to 
include within the Interim Support Arrangements to en sure a smooth transfer of the 
Divestment Businesses to the Purchaser(s).370 
(413)  In light of the above, the Commission considers that the First Commitments are 
adequate to ensure the viability of both the Austria Divestment Business and the 
Belgium Divestment Bus iness if they are acquired by suitable Purchaser(s). All three 
Divestment Businesses are competitive, provided that the Purchaser(s) are able to 
provide e -commerce merchant acquiring solutions post -divestment. However, in light 
of the feedback of the marke t test, the Luxembourg Divestment Business is not viable 
and competitive on a standalone basis.  
                                                 
366  Responses to questions 10.1 -10.2 of Questionnaire R1 to Merchants and PSPs.  
367  Responses to questions 5.1, 6.1, 14.1, 15.3.1, 19.1, 20 of Questionnaire R1 to Merchants and PSP s; 
responses to question 11 of Questionnaire Q1 to Merchants; responses to questions 11.1, 35 and 38 of 
Questionnaire Q2 to PSPs.  
368  Responses to questions 10.3, 10.3.1 and 9 of Questionnaire R1 to Merchants and PSPs.  
369  Responses to question 11 of Questi onnaire R1 to Merchants and PSPs.  
370  Responses to question 11.1 of Questionnaire R1 to Merchants and PSPs.  
95  
 5.2.2.3.  Purchaser Requirements , marketability and potential purchasers  
(414)  The majority of respondents to the market test confirmed that the Purchaser 
Requirements  in the F irst Commitments are appropriate to identify a suitable 
Purchaser.371  
(415)  As regards the need for further Purchaser Requirements , respondents generally did 
not consider it necessary for a suitable Purchaser to already be active in the Member 
State of the Divestment Business. Rather, respondents generally considered that it 
was sufficient for a Purchaser to be active as a merchant acquirer in the EEA, 
pointing to the fact that the necessary licences to operate are valid in all Member 
States as r esult of the EEA -wide “passporting” regime.372  
(416)  Otherwise, the overall results of the market test did not indicate that any additional 
Purchaser Requirements  would be appropriate. While it was considered advantageous 
for a Purchaser to already hold relevant scheme licences (e.g. Visa, Mastercard, local 
schemes such as Bancontact), the market test confirmed that a Purchaser is 
reasonably expected to be able to procure any necessary scheme licences within the 
duration of the Interim Support Agreement.373  
(417)  The vas t majority of respondents indicated  that they consider the Divestment 
Businesses to be attractive to a Purchaser(s).374 Indeed, several respondents expressed 
preliminary interest in acquiring each of the Divestment Businesses, with some 
Purchasers interested  in acquiring more than one of them.375 
(418)  In light of the above, the Commission considers that the Divestment Businesses are 
perceived as marke table and attractive businesses. However,  to ensure the suitability 
of the Purchaser (s), the Purchaser Requirements  should be amended to require that 
the Purchaser (s) have the necessary licences to operate as a merchant acquirer in the 
relevant Member States, or have these licences within the EEA and be able to benefit 
from the “passporting” regime.  
5.2.3.  Description of the Fi nal Commitments  
(419)  In response to the Commission's feedback regarding the outcome of the market test 
and its preliminary assessment, the Parties  submitted the Final Commitments on 24 
September  2020.  The Final Commitments represent an amended version of the Fi rst 
Commitments, with the following changes.376 
(420)  First,  three additional Purchaser Requirements have been introduced, namely that:  
(a) the Purchaser(s) must “ have the required licences or shall extend an existing 
EU licence for operating in Belgium and/or Austri a and/or Luxembourg ”;  
                                                 
371  Responses to question 14 of Questionnaire R1 to Merchants and PSPs.  
372  Responses to question 15 of Questionnaire R1 to Merchants and PSPs; see Article 11(9) of the Payments 
Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on 
Payment Services in the Internal Market.  
373  Responses to questions 16 and 18 of Questionnaire R1 to Merchants and PSPs.  
374  Responses  to question 12 of Questionnaire R1 to Merchants and PSPs.  
375  Responses to question 13 of Questionnaire R1 to Merchants and PSPs.  
376  The Final Commitments also included certain clarificatory modifications that were not of major 
significance and so are not discussed in this decision.  
96  
 (b) the Purchaser(s) must “ be capable of offering  e-commerce merchant 
acquiring services to the transferred merchants, or be able to do so in the 
near future, in Belgium and/or Austria and/or Luxembourg, as relevant ”; and 
(c) the Purchaser of the Luxembourg Divestment Business must “ already operate 
in a neighbouring geographic merchant acquiring market, e.g. in the Benelux 
region, Germany or France, with a sufficient presence to operate the 
Luxembourg Divestment Business in a viable and comp etitive manner ”. 
(421)  Second , it was clarified that the Personnel shall be included within the scope of the 
Austria Divestment Business and Belgium Divestment Business only at the option of 
the Purchaser(s).  
(422)  All of these changes have been incorporated into and  form an integral part of the 
Final Commitments annexed to this decision . 
5.2.4.  Assessment and c onclusion on the Final Commitments  
(423)  The amendments introduced by the Parties into the Final Commitments resolve all of 
the concerns that the Commission had regarding t he First Commitments. 
Accordingly, based on the information available to it, the Commission is satisfied 
that the Final Commitments are feasible, viable, competitive and marketable.  
(424)  Moreover, f or the reasons outlined above, and in view of the results of th e market 
test, the Commission concludes that the Final Commitments entered into by the 
undertakings concerned and as submitted to the Commission on 24 September 2020 
are sufficient to eliminate the serious doubts as to the compatibility of the 
concentratio n with the internal market in respect of each of: (i) POS merchant 
acquiring and POS provision and management in Austria, (ii) POS merchant 
acquiring and POS provision and management in Belgium, and (iii) POS merchant 
acquiring in Luxembourg.  
5.3. Conclusion  on remedies  
(425)  Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have ente red into vis -à-vis the Commission with a view to rendering a notified 
concentration compatible with the internal market.  
(426)  The achievement of the measure that gives rise to the structural change of the market 
is a condition, whereas the implementing steps w hich are necessary to achieve this 
result are generally obligations on the Parties. Where a condition is not fulfilled, the 
Commission ’s decision declaring the concentration compatible with the internal 
market no longer stands. Where the undertakings conce rned commit a breach of an 
obligation, the Commission may revoke the clearance decision in accordance with 
Article 8(6) of the Merger Regulation. The undertakings concerned may also be 
subject to fines and periodic penalty payments under Articles 14(2) and  15(1) of the 
Merger Regulation.  
(427)  In accordance with the distinction described in the previous paragraph , the decision 
in this case is conditioned on the full compliance with the requirements set out in 
97  
 Section B  of the Final Commitments (including the Sch edule), which constitute 
conditions. The remaining requirements set out in the other Section s of the Final 
Commitments constitute obligations , as they concern the implementing steps  that are 
necessary to achieve the modifications sought in a manner compatible with the 
internal market .  
(428)  The full text of the Final Commitments is annexed to this d ecision  and forms an 
integral part thereof.  
6. CONCLUSION  
(429)  For the above reasons, the Commission has  decided not to oppose the proposed 
concentration  as modified by the Final C ommitments and to declare it compatible 
with the internal market and with the functioning of the EEA Agreement, subject to 
full compliance with the conditions in Section  B (includi ng the Schedule)  of the Final 
Commitments annexed to the present decision and with the obligations contained in 
the other sections of the said Final C ommitments. This decision is adopted in 
application of Article 6(1)(b) in conjunction with Article 6(2) of  the Merger 
Regulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
 
 
 
 
 Case M.9776 – Worldline / Ingenico  
COMMITMENTS TO THE EUROPEAN COMMISSION  
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger 
Regulation ”), Worldline S.A. (the “ Notifying Party ” or “ Worldline ”) hereby enters into 
the following Commitments (the “ Commitments ”) vis -à-vis the European Commission 
(the “ Commis sion”) with a view to rendering the acquisition of sole control of the whole 
Ingenico Group S.A. (“ Ingenico ”) (Ingenico and Worldline are referred to as the 
“Parties ”, or post -transaction, the “ Combined Entity ”) (the “ Concentration ”) compatible 
with the in ternal market and the functioning of the EEA Agreement.  
 
The Commitments shall take effect upon the date of adoption of the Decision.  
 
This text shall be interpreted in light of the Commission’s decision pursuant to Article 
6(1)(b) of the Merger Regulation  to declare the Concentration compatible with the 
internal market and the functioning of the EEA Agreement (the “ Decision ”), in the 
general framework of European Union law, in particular in light of the Merger 
Regulation, and by reference to the Commission  Notice on remedies acceptable under 
Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 
802/2004 (the “ Remedies Notice ”). 
1. SECTION A.         DEFINITIONS  
1. For the purpose of the Commitments, the following terms shall have the followi ng 
meaning:  
 
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate 
parents of the Parties, whereby the notion of control shall be interpreted pursuant to 
Article 3 of the Merger Regulation and in light of the Commission Consolidated 
Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control of 
concentrations between undertakings (the " Consolidated Jurisdictional Notice "). 
Assets: the assets that contribute to the current operation or are necessary to e nsure the 
viability and competitiveness of the Divestment Businesses as indicated in Section B, 
paragraph 8 (a), (b) and (c) a nd described more in detail in the Sched ule. 
 
Closing : the transfer of the legal title to the Divestment Businesses to the Purchaser.  
 
Closing Date : the closing of the proposed transaction filed under case M.9776.  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
2  
Closing Period : the period of 6 months from  the approval of the Purchaser and th e terms 
of sale by the  Commission.  
 
Combined Entity : Worldline and Ingenico post -transaction  
 
Confidential Information : any business secrets, know -how, commercial information, or 
any other information of a proprietary nature that is not in the public  domain.  
 
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity and 
independence in discharging its duties under the Commitments.  
 
Divestment Business(es) : Part of Ingenico’s (in Belgium and Austria) and Worldline's 
(in Luxembourg) client portfolio, key assets and key personnel as defined and detailed in 
the Schedule which the Combined Entity commits to divest (respectively the Belgian 
Divestment Business, the Luxembourg Divestment Business and the Austrian Divestment 
Business).  
 
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by Worldline and who has/have received from Worldline the 
exclusive Trustee Mandate to sell the Divestment Businesses to one or several  
Purchaser(s) at no minimum price at the expiry of the first Divestiture Period.  
 
Effective Date : the date of adoption of the Decision.  
 
First Divestiture Period : the period of […] from the Effective Date, as may be extended 
in the conditions set out in pa ragraph 45 of the present Commitments  Letter.  
  
Hold Separate Manager : the person appointed by Worldline for the Divestment 
Businesses to manage the day -to-day business under the supervision of the Monitoring 
Trustee.  
 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
3 Ingenico : Ingenico is a société anonyme à conseil d ’administration  incorporated under 
the laws of France and listed on Euronext Paris with a market capitalization of approx. 
EUR 6,7 billion as at January 31st, 2020 . Ingenico has its official seat in Paris, France, 
and its registered offi ce at 28/32 Boulevard de Grenelle, (75015 ) Paris , registered with the 
French Trade Register of the Chamber of Commerce under number 317 218  758 (Paris). 
Ingenico here refers to Ingenico Group S.A. and all controlled subsidiaries.  
 
Key Personnel : all person nel necessary to maintain the viability and competitiveness of 
the Divestment Businesses, as listed in the Schedule, including the Hold Separate 
Manager.  
 
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and  appointed by Worldline, and who has/have the duty to monitor 
Worldline’s and Ingenico’s compliance with the conditions and obligations attached to 
the Decision.  
 
Parties: the Notifying Party and the target of the concentration.  
 
Personnel : all staff currently employed by the Divestment Businesses , including staff 
seconded to the Divestment Businesses , shared personnel as well as the additional 
personnel listed in the Schedule.  
 
Purchaser(s) : the entity(ies) approved by the Commission as ac quirer(s) of all or part of 
the Divestment Businesses in accordance with the criteria set out in Section D.  
 
Purchaser Criteria : the criteria laid down in paragraph 18 of these Commitments that 
the Purchaser must fulfil in order to be approved by the Commission.  
Schedule : the schedule to these Commitments describing more in detail the Divestment 
Businesses.  
 
Trustee(s) : the Monitoring Trustee and/or the Divestiture Tru stee as the case may be.  
 
Trustee Divestiture Period : the period of six months from the end of the First Divestiture 
Period.  
 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
4 Worldline : Worldline is a société anonyme à conseil d ’administration  incorporated under 
the laws of France and listed on Euronext Paris with a market capitalization of 
approximately EUR 1 1,6 billion as at January 31st, 2020.  Worldline has its official seat in 
Bezons , France, and  its registered office at 80 quai Voltaire , (95870) Bezons, registered 
with the French Trade Register of the Chamber of Commerce under number 378  901 946 
(Pontoise).  
2. SECTION  B. THE COMMITMENT TO DIV EST AND THE DIVESTMENT BUSINESSES  
Commitment to divest  
 
2. In order to maintain effective competition, Worldline commits to divest, or procures 
the divestiture of the Divestment Businesses by the end of the Trustee Divestiture 
Period as a going concern to a one or more purchaser(s) and on terms of sale approved 
by the Commission in accordance with the procedure described in paragraph 19 of 
these Commitments. To carry out the divestiture, Worldline commits to find one or 
sever al purchaser(s) and to enter into (a) final binding sale and purchase agreement(s) 
for the sale of the Divestment Businesses within the First Divestiture Period. If 
Worldline has not entered into such an agreement at the end of the First Divestiture 
Period , Worldline shall grant the Divestiture Trustee an exclusive mandate to sell the 
Divestment Businesses in accordance with the procedure described in paragraph 32 in 
the Trustee Divestiture  Period.  
 
3. Worldline shall be deemed to have complied with this commitment  if: 
 
(a) by the end of the Trustee Divestiture Period, Worldline or the Divestiture 
Trustee has entered into a final binding sale and purchase agreement and 
the Com mission approves the proposed purchaser and the terms of sale as 
being consistent with the Commitments in accordance with the procedure 
described in paragraph 19; and 
 
(b) the Closing of the sale of the Divestment Businesses to the Purchaser(s) 
takes place within the Closing  Period.  
 
4. In order to reinforce the structural effect of the Commitments, the Combined Entity 
commits:  
i. in the event where less than [...] of the Divestment Businesses would be 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
5 transferred to one or more Purchasers by the date of Closing due to a 
merchant’s refusal, to substitute non transferred merchants by alternative 
merchants, at the choice of the Parties, either merchants from Worldline  or 
from Ingenico, comparable1 to those included in the Divestment Businesses 
“the Merchant  Substitution ”;  
ii. in the event where more than [...] of the Divestment Businesses would be 
transferred to one or more Purchasers, to terminate, in compliance with leg al 
requirements and the contractual terms, Ingenico’s (in Belgium and Austria) 
and Worldline’s (in Luxembourg) current acquiring contracts remaining in the 
scope of the Divestment Businesses at the expiry of the Closing Period, if 
any; for the avoidance of  doubt, this termination will not concern merchants 
that have been kept by Worldline as a result of the Merchant Substitution 
pursuant to paragraph 4.i of the present Commitments Letter. The Combined 
Entity undertakes to notify this termination in accordan ce with the contractual 
provisions and will invite the customers to find an alternative merchant 
acquirer.  
 
5. With regards to customer contracts requiring the customer's consent to be transferred 
to a third party, the Combined Entity will endeavour its best efforts to procure the 
customer’s consent (either the express or tacit consent).  
 
6. In order to maintain the structural effect of the Commitments, the Notifying Party 
shall, for a period of 5 years after Closing, not acquire, whether directly or indirectly,  
the possibility of exercising influence (as defined in paragraph 43 of the Remedies 
Notice, footnote 3) over the whole or part of the Divestment Businesses, and in 
particular it shall (i) instruct commercial teams not to directly approach and (ii) not 
directly contract and on -board onto its acquiring system the customers of the 
Divestment Businesses, unless, following the submission of a reasoned request from 
the Notifying Party showing good cause and accompanied by a report from the 
Monitoring Trustee (as  provided in paragraph 46 of these Commitments), the 
Commission finds that the structure of the market has changed to such an extent that 
the absence of influence ove r the Divestment Businesses (or absence of contracts with 
its customers) is no longer necessary to render the proposed concentration compatible 
with the internal  market.  
7. In addition, the Combined Entity commits to duly inform in writing its indirect sales 
channels partners in Belgium, Luxembourg and Austria (if any) no later than one 
week after the Effective Date that they will not be able to contract merchant acquiring 
                                                 
1  With an equivalent merchant sales value.  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
6 or POS terminal provision and management services (as relevant) with customers that 
are part of the Divestment Businesses for a period of 5 years as from the Closing .  
 
Structure and definition of the Divestment Businesses  
 
8. The Divestment Businesses consists of (i) Ingenico’s merchant acquiring business in 
Belgium and Austria and (ii) Worldline’s merchant acquiring business in Luxembourg 
as detailed in the Schedule. The legal and functional structure of the Divestment 
Businesses as operated to date is described in the Schedule. The Divestment 
Businesses, described in more detail in the Schedule, includes all commercial assets in 
all three countries and related staff (except in Luxembourg) at the option of the 
Purchaser that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the Divestment Businesses.  
 
9. In addition, the Divestment Businesses include the benefit, for a transitional period of 
up to 24 months after Closing and on terms and conditions equivalent to those at 
present afforded to the Divestment Businesses, set at cost, of all curre nt arrangements 
under which Ingenico, Worldline or their Affiliated Undertakings supply products or 
services to the Divestment Businesses, as detailed in the Schedule, unless otherwise 
agreed with the Purchaser. Strict Chinese wall procedures will be adopt ed so as to 
ensure that any competitively sensitive information related to, or arising from such 
supply arrangements (for example, product roadmaps) will not be shared with, or 
passed on to, anyone else.  
 
3. SECTION  C. RELATED  COMMITMENTS  
Preservation of viability, marketability and competitiveness  
 
10. From the Effective Date until Closing, the Notifying Party shall preserve or procure 
the preservation of the economic viability, marketability and competitiveness of the 
Divestment Businesses, in accordance wit h good business practice, and shall 
minimise as far as possible any risk of loss of competitive potential of the Divestment 
Businesses. In particular the Combined Entity  undertakes:  
(a) not to carry out any action that might have a significant adverse impact o n 
the value, management or competitiveness of the Divestment Businesses 
or that might alter the nature and scope of activity, or the industrial or 
commercial strategy or the investment policy of the Divestment 
Businesses;  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
7 (b) to make available, or procure to m ake available, sufficient resources for 
the development of the Divestment Businesses, on the basis and 
continuation of the existing business  plans;  
(c) to take all reasonable steps, or procure that all reasonable steps are being 
taken, including appropriate incentive schemes (based on industry 
practice), to encourage all Key Personnel to remain with the Divestment 
Businesses, and not to solicit or move any Personnel to Worldline’s 
remaining business. Where, nevertheless, individual members of the Key 
Personne l exceptionally leave the Divestment Businesses, Worldline  shall 
provide a reasoned proposal to replace the person or persons concerned to 
the Commission and the Monitoring Trustee. Worldline must be able to 
demonstrate to the Commission that the replaceme nt is well suited to carry 
out the functions exercised by those individual members of the Key 
Personnel. The replacement shall take place under the supervision of the 
Monitoring Trustee, who shall report to the  Commission.  
 
Hold -separate obligations  
 
11. The N otifying Party commits, from the Effective Date until Closing, to keep the 
Divestment Businesses separate from the business(es) it is retaining and to ensure that 
unless explicitly permitted under these Commitments: (i) current management and 
staff of the business(es) retained by Worldline or Ingenico  have no involvement in the 
Divestment Businesses; (ii) the Key Personnel of the Divestment Businesses has no 
involvement in any business retained by Worldline  or Ingenico  and do not report to 
any individual ou tside the Divestment Businesses.  
 
12. Until Closing, Worldline shall assist the Monitoring Trustee in ensuring that the 
Divestment Businesses are managed as a distinct and saleable entity separate from the 
business(es) which Worldline is retaining. Immediately  after the adoption of the 
Decision, Worldline shall appoint a Hold Separate Manager. The Hold Separate 
Manager, who shall be part of the Key Personnel, shall manage the Divestment 
Businesses independently and in the best interest of the business with a vi ew to 
ensuring its continued economic viability, marketability and competitiveness and its 
independence from the businesses retained by Worldline . The Hold Separate Manager 
shall closely cooperate with and report to the Monitoring Trustee and, if applicabl e, 
the Divestiture Trustee. Any replacement of the Hold Separate Manager shall be 
subject to the procedure laid down in paragraph 10(c) of these Commitments. The 
Com mission may, after having heard Worldline, require Worldline to replace the 
Hold Separate  Manager.  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
8  
Ring -fencing  
 
13. Worldline and Ingenico shall implement, or procure to implement, all necessary 
measures to ensure that they do not, after the Effective Date, obtain any Confidential 
Information relating to the Divestment Businesses and that any such Confidential 
Information obtained by Worldline or Ingenico before the Effective Date will be 
eliminated and not be used by either Worldline or Ingenico. In particul ar, the 
participation of the Divestment Businesses in any central information technology 
network shall be severed to the extent possible, without compromising the viability of 
the Divestment Businesses. Worldline and Ingenico may obtain or keep information  
relating to the Divestment Businesses which is reasonably necessary for the 
divestiture of the Divestment Businesses, or as agreed between Worldline and the 
Purchaser(s) in particular in the context of Transitional Services agreements, or the 
disclosure o f which to Worldline or Ingenico is required by  law. 
 
Non-solicitation clause  
 
14. The Parties undertake, subject to customary limitations, not to solicit, and to procure 
that Affiliated Undertakings do not solicit, the Key Personnel transferred with the 
Divestment Businesses for a period of 2 years after  Closing.  
 
Due diligence  
 
15. In order to enable potential purchasers to carry out a reasonable due diligence of the 
Divestment Businesses, Worldline and Ingenico shall, subject to customary 
confidentiality as surances and dependent on the stage of the divestiture  process:  
(a) provide to potential purchasers sufficient information as regards the 
Divestment Businesses;  
(b) provide to potential purchasers sufficient information relating to the 
Personnel and allow them rea sonable access to the  Personnel.  
 
Reporting  
 
16. Worldline shall submit written reports in English on potential purchasers of the 
Divestment Businesses and developments in the negotiations with such potential 
purchasers to the Commission and the Monitoring Trustee no later than 10 days after 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
9 the end of e very month following the Effective Date (or otherwise at the 
Commission’s request). Worldline shall submit a list of all potential purchasers 
having expressed interest in acquiring all or part of the Divestment Businesses to the 
Commission at each and ever y stage of the divestiture process, as well as a copy of all 
the offers made by potential purchasers within five days of their  receipt.  
 
17. Worldline shall inform the Commission and the Monitoring Trustee on the 
preparation of the data room documentation and the due diligence procedure and shall 
submit a copy of any information memorandum to the Commission and the 
Monitoring Trustee before sending the memorandum out to potential  purchasers.  
 
4. SECTION  D. THE PURCHASER  
18. In order to be approved by the Commission, the Purchaser must fulfil the following  
criteria:  
(a) The Purchaser(s) shall be independent of and unconnected to the Parties and 
their Affiliated Undertakings (this being assessed having regard to the situation 
following the  divestiture).  
(b) The Purchaser(s) shall have the financial resources, proven expertise and 
incentive to maintain and develop the Divestment Business(es) as a viable and 
active competitive force in competition with the Parties and other  competitors; in 
particular, the Purchaser(s) should ha ve the necessary back -office resources for all 
Divestment Businesses and the POS management expertise for the Divestment 
Businesses in Austria and in Belgium.  
(c) The Purchaser(s) shall have the required licenses or shall extend an existing EU 
license2for ope rating in Belgium, and/or Austria and/or Luxembourg.  
(d) The Purchaser(s) shall be capable of offering e -commerce merchant acquiring 
services to the transferred merchants, or be able to do so in the near future in 
Belgium and/or Austria and/or Luxembourg, as relevant.  
(e) The acquisition of the Divestment Business(es) by the Purchaser(s) must neither 
be likely to create, in light of the information available to the Commission, prima 
facie competition concerns nor give rise to a risk that the implementation of the  
Commitments will be delayed. In particular, the Purchaser(s) must reasonably be 
                                                 
2  Extension of a payment institution license from an EU Member State to another Member State, referred to 
as “passporting”, is a mere formality.  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
10 expected to obtain all necessary approvals from the relevant regulatory authorities 
for the acquisition of the Divestment Business(es).  
 
(f) Specifically for the Luxembourg Divest ment Business, the Purchaser(s) should 
(i) have the  required personnel to operate it and (ii) already operate in a 
neighboring geographic merchant acquiring market, e.g. in the Benelux region, 
Germany or France with a sufficient presence to operate the Lu xembourg 
Divestment Business in a viable and competitive manner.  
 
19. The final binding sale and purchase agreement (as well as ancillary agreements) 
relating to the divestment of the Divestment Business(es) shall be conditional on the 
Commission’s approval. When Worldline has reached an agreement with a purchaser, 
it shall submit a fully documented and reasoned proposal, including a copy of the 
final agreement(s), within one week to the Commission and the Monitoring Trustee. 
Worldline must be able to demonstr ate to the Commission that the purchaser fulfils 
the Purchaser Criteria and that the Divestment Business(es) is being sold in a manner 
consistent with the Commission's Decision and the Commitments.  
 
20. For the approval, the Commission shall verify that the p urchaser fulfils the Purchaser 
Criteria and that the Divestment Business(es) is being sold in a manner consistent 
with the Commitments including their objective to bring about a lasting structural 
change in the market. The Commission may approve the sale o f the Divestment 
Business(es) without one or more Assets or parts of the Personnel, or by substituting 
one or more Assets or parts of the Personnel with one or more different assets or 
different personnel, if this does not affect the viability and competit iveness of the 
Divestment Business(es) after the sale, taking account of the proposed  purchaser.  
 
5. SECTION  E. TRUSTEE  
I. Appointment  procedure  
 
21. Worldline shall appoint a Monitoring Trustee to carry out the functions specified in 
these Commitments for a Monitoring Trustee. The Notifying Party commits not to 
close the Concentration before the appointment of a Monitoring  Trustee.  
 
22. If Worldline has not entered into a (or several) binding sale and purchase 
agreement(s) regarding the Divestment Businesses one month before the end of the 
First Divestiture Period or if the Commission has rejected a purchaser proposed by 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
11 Worldline at that time or thereafter, Worldline shall appoint a Divestiture Trustee. The 
appointment of the Divestiture Trustee shall take effect  upon the commencement of 
the Trustee Divestiture  Period.  
23. The Trustee  shall:  
(i) at the time of appointment, be independent of the Notifying Party and its 
Affiliated  Undertakings;  
(ii) possess the necessary qualifications to carry out its mandate, for example have 
sufficient relevant experience as an investment banker or consultant or auditor;  and 
(iii) neither have nor become exposed to a Conflict of  Interest.  
24. The Trustee shall be remunerated by Worldline in a way that does not impede the 
independent and effective fulfil ment of its mandate. In particular, where the 
remuneration package of a Divestiture Trustee includes a success premium linked to 
the final sale value of the Divestment Businesses, such success premium may only be 
earned if the divestiture takes place withi n the Trustee Divestiture  Period.  
 
Proposal by Worldline  
 
25. No later than two weeks after the Effective Date, Worldline shall submit the name or 
names of one or more natural or legal persons whom Worldline proposes to appoint as 
the Monitoring Trustee to the Commission for approval. No later than one month 
before t he end of the First Divestiture Period or on request by the Commission, 
Worldline shall submit a list of one or more persons whom Worldline proposes to 
appoint as Divestiture Trustee to the Commission for approval. The proposal shall 
contain sufficient inf ormation for the Commission to verify that the person or persons 
proposed as Trustee fulfil the requirements set out in paragraph 23 and shall  include:  
 
(a) the full ter ms of the proposed mandate, which shall include all provisions 
necessary to enable the Trustee to fulfil its duties under these  
Commitments;  
 
(b) the outline of a work plan which describes how the Trustee intends to carry 
out its assigned  tasks;  
 
(c) an indication whether the proposed Trustee is to act as both Monitoring 
Trustee and Divestiture Trustee or whether different trustees are proposed 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
12 for the two  functions.  
 
Approval or rejection by the Commission  
 
26. The Commission shall have the discretion to approve or reject the proposed Trustee(s) 
and to approve the proposed mandate subject to any modifications it deems necessary 
for the Trustee to fulfil its obligations. If only one name is approved, Worldline shall 
appoint or cause to be appointed the pers on or persons concerned as Trustee, in 
accordance with the mandate approved by the Commission. If more than one name is 
approved, Worldline shall be free to choose the Trustee to be appointed from among 
the names approved. The Trustee shall be appointed wi thin one week of the 
Commission’s approval, in accordance with the mandate approved by the  
Commission.  
 
New proposal by Worldline  
 
27. If all the proposed Trustees are rejected, Worldline shall submit the names of at least 
two more natural or legal persons within one week of being informed of the rejection, 
in accordance with paragraphs 21 and 26 of these  Commitments.  
 
Trustee nominated by the Commission  
 
28. If all further proposed Tr ustees are rejected by the Commission, the Commission shall 
nominate a Trustee, whom Worldline shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approved by the  Commission.  
 
II. Functions of the  Trustee  
 
29. The Trustee shall assume its  specified duties and obligations in order to ensure 
compliance with the Commitments. The Commission may, on its own initiative or at 
the request of the Trustee or Worldline, give any orders or instructions to the Trustee 
in order to ensure compliance with  the conditions and obligations attached to the  
Decision.  
  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
13 Duties and obligations of the Monitoring Trustee  
 
30. The Monitoring Trustee  shall:  
 
(i) propose in its first report to the Commission a detailed work plan describing 
how it intends to monitor compliance with the obligations and conditions 
attached to the Decision.  
 
(ii) oversee, in close co -operation with the Hold Separate Manager, the on -going 
management of the Divestment Businesses with a view to ensuring its 
continued economic viability, marketability and c ompetitiveness and monitor 
compliance by Worldline and Ingenico with the conditions and obligations 
attached to the Decision. To that end the Monitoring Trustee  shall:  
 
(a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Businesses, and the keeping separate 
of the Divestment Businesses from the business retained by the Parties, 
in accordance with paragraphs 10 and 11 of these  Commitments;  
 
(b) supervise the management of the Divestment Businesses as a distinct 
and saleable entity, in accordance with paragraph 12 of these  
Commitments;  
 
(c) with respect to Confidential  Information:  
 
 determine all necessary measures to ensure that Worldline and 
Ingenico do not after the Effective Date obtain any Conf idential 
Information relating to the Divestment Businesses,  
 in particular strive for the severing of the Divestment Businesses’ 
participation in a central information technology network to the 
extent possible, without compromising the viability of the 
Divestment Businesses,  
 make sure that any Confidential Information relating to the 
Divestment Businesses obtained by Worldline and Ingenico before 
the Effective Date is eliminated and will not be used by either 
Worldline or Ingenico, and  
 decide whether such i nformation may be disclosed to or kept by 
Worldline or Ingenico as the disclosure is reasonably necessary to 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
14 allow them to carry out the divestiture (in particular in the context 
of Transitional Services agreements, any information as agreed by 
Worldline o r Ingenico and the Purchaser(s)) or as the disclosure is 
required by  law; 
 
(d) monitor the splitting of assets and the allocation of Personnel between the 
Divestment Businesses and Worldline, Ingenico or Affiliated  Undertakings;  
 
(iii) propose to Worldline or Ingenico such measures as the Monitoring Trustee 
considers necessary to ensure their compliance with the conditions and obligations 
attached to the Decision, in particular the maintenance of the full economic 
viability, marketability or competitiveness of the Divestment Businesses, the 
holding separate of the Divestment Businesses and the non - disclosure of 
competitively sensitive  information;  
 
(iv) review and assess potential purchasers as well as the progress of the divestiture 
process and verify that, depende nt on the stage of the divestiture  process:  
 
(a) potential purchasers receive sufficient and correct information relating to 
the Divestment Businesses and the Personnel in particular by reviewing, if 
available, the data room documentation, the information memorandum and 
the due diligence process,  and 
 
(b) potential purchasers are granted reasonable access to the  Personnel;  
 
(v) act as a contact point for any requests by third parties, in particular potential 
purchasers, in relation to the  Commitments;  
 
(vi) provide to the Commission, sending Worldline a non -confidential copy at the 
same time, a written report within 15 days after the end of every month that shall 
cover the operation and management of the Divestment Businesses as well as the 
splitting of assets and the a llocation of Personnel so that the Commission can 
assess whether the business is held in a manner consistent with the Commitments 
and the progress of the divestiture process as well as potential  purchasers;  
(vii) promptly report in writing to the Commission, sen ding Worldline a non -
confidential copy at the same time, if it concludes on reasonable grounds that 
Worldline or Ingenico is failing to comply with these Commitments;  
 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
15 (viii) within one week after receipt of the documented proposal referred to in paragraph 
19 of these Commitments, submit to the Commission, sending Worldline a non -
confidential copy at the same time, a reasoned opinion as to the suitability and 
independence of  the proposed purchaser and the viability of the Divestment 
Businesses after the Sale and as to whether the Divestment Businesses is sold in a 
manner consistent with the conditions and obligations attached to the Decision, in 
particular, if relevant, wheth er the Sale of the Divestment Businesses without one 
or more Assets or not all of the Personnel affects the viability of the Divestment 
Businesses after the sale, taking account of the proposed  purchaser;  
 
(ix) assume the other functions assigned to the Monitor ing Trustee under the 
conditions and obligations attached to the  Decision.  
 
31. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, 
the Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each 
other during and for the purpose of the preparation of the Trustee Divestiture Period 
in order to facilitate each other's  tasks.  
 
Duties and obligations of the Divestiture Trustee  
 
32. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no 
minimum price the Divestment Business(es) to a purchaser, provided that the 
Commission has approved both the purchaser and the final binding sale and purchase 
agreement (and an cillary agreements) as in line with the Commission's Decision and 
the Commitments in accordance with paragraphs 18 and 19 of these Commitments. 
The Divestiture Trustee shall include in the sale and purchase agreement (as well as in 
any ancillary agreements) such terms and conditions as it considers appropriate for an 
expedient s ale in the Trustee Divestiture Period. In particular, the Divestiture Trustee 
may include in the sale and purchase agreement such customary representations and 
warranties and indemnities as are reasonably required to effect the sale. The 
Divestiture Truste e shall protect the legitimate financial interests of Worldline and 
Ingenico, subject to the Notifying Party unconditional obligation to divest at no 
minimum price in the Trustee Divestiture  Period.  
 
33. In the Trustee Divestiture Period (or otherwise at the C ommission’s request), the 
Divestiture Trustee shall provide the Commission with a comprehensive monthly 
report written in English on the progress of the divestiture process. Such reports shall 
be submitted within 15 days after the end of every month with a  simultaneous copy to 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
16 the Monitoring Trustee and a non -confidential copy to the Notifying Party . 
 
III. Duties and obligations of the  Parties  
 
34. Worldline and Ingenico shall provide and shall cause their advisors to provide the 
Trustee with all such co -operation, assistance and information as the Trustee may 
reasonably require to perform its tasks. The Trustee shall have full and complete 
access to any of Worldline’s, Ingenico’s or the Divestment Businesses’ books, 
records, documents, management or other personnel,  facilities, sites and technical 
information necessary for fulfilling its duties under the Commitments and Worldline, 
Ingenico and the Divestment Businesses shall provide the Trustee upon request with 
copies of any document. Worldline, Ingenico and the Div estment Businesses shall 
make available to the Trustee one or more offices on their premises and shall be 
available for meetings in order to provide the Trustee with all information necessary 
for the performance of its tasks.  
 
35. Worldline and Ingenico shall provide the Monitoring Trustee with all managerial and 
administrative support that it may reasonably request on behalf of the management of 
the Divestment Businesses. This shall include all administrative support functions 
relating to the Divestment Busine sses which are currently carried out at headquarters 
level. Worldline and Ingenico shall provide and shall cause their advisors to provide 
the Monitoring Trustee, on request, with the information submitted to potential 
purchasers, in particular give the Mo nitoring Trustee access to the data room 
documentation and all other information granted to potential purchasers in the due 
diligence procedure. Worldline shall inform the Monitoring Trustee on possible 
purchasers, submit lists of potential purchasers at e ach stage of  the selection process, 
including the offers made by potential purchasers at those stages, and keep the 
Monitoring Trustee informed of all developments in the divestiture process.  
 
36. Worldline shall grant or procure Affiliated Undertakings to gra nt comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee to effect the sale 
(including ancillary agreements), the Closing and all actions and declarations which 
the Divestiture Trustee considers necessary or appropriate to achieve the  sale and the 
Closing, including the appointment of advisors to assist with the sale process. Upon 
request of the Divestiture Trustee, Worldline shall cause the documents required for 
effecting the sale and the Closing to be duly  executed.  
 
37. Worldline shall  indemnify the Trustee and its employees and agents (each an 
“Indemnified Party ”) and hold each Indemnified Party harmless against, and hereby 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
17 agrees that an Indemnified Party shall have no liability to Worldline for, any liabilities 
arising out of the per formance of the Trustee’s duties under the Commitments, except 
to the extent that such liabilities result from the willful default, recklessness, gross 
negligence or bad faith of the Trustee, its employees, agents or  advisors.  
 
38. At the expense of Worldline,  the Trustee may appoint advisors (in particular for 
corporate finance or legal advice), subject to Worldline’s approval (this approval not 
to be unreasonably withheld or delayed) if the Trustee considers the appointment of 
such advisors necessary or appro priate for the performance of its duties and 
obligations under the Mandate, provided that any fees and other expenses incurred by 
the Trustee are reasonable. Should Worldline refuse to approve the advisors proposed 
by the Trustee the Commission may approve  the appointment of such advisors 
instead, after having heard Worldline. Only the Trustee shall be entitled to issue 
instructions to the advisors. Paragraph 37 of the se Commitments shall apply mutatis 
mutandis . In the Trustee Divestiture Period, the Divestiture Trustee may use advisors 
who served Worldline during the Divestiture Period if the Divestiture Trustee 
considers this in the best interest of an expedient  sale. 
 
39. Worldline agrees that the Commission may share Confidential Information 
proprietary to Worldline and Ingenico with the Trustee. The Trustee shall not disclose 
such information and the principles contained in Article  17 (1) and (2) of the Merger 
Regulatio n apply mutatis mutandis . 
40. The Notifying Party agrees that the contact details of the Monitoring Trustee are 
published on the website of the Commission's Directorate -General for Competition 
and they shall inform interested third parties, in particular any p otential purchasers, of 
the identity and the tasks of the Monitoring  Trustee.  
 
41. For a period of 10 years from the Effective Date the Commission may request all 
information from the Parties that is reasonably necessary to monitor the effective 
implementation  of these Commitments.  
 
IV. Replacement, discharge and reappointment of the  Trustee  
 
42. If the Trustee ceases to perform its functions under the Commitments or for any other 
good cause, including the exposure of the Trustee to a Conflict of  Interest:  
(a) the Commission may, after hearing the Trustee and Worldline, require Worldline to 
replace the Trustee;  or 
 
(b) Worldline may, with the prior approval of the Commission, replace the  Trustee.  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
18  
43. If the Trustee is removed according to paragraph 42 of these Commitments, the 
Trustee may be required to continue in its function until a new Trustee is in place to 
whom the Trustee has effected a full hand over of all relevant information. The new 
Trustee shall be appointed in accordance with the procedure referred to in paragraphs 
21-28 of these  Commitments.  
 
44. Unless removed according to paragraph 42 of these Commitments, the Trustee shall 
cease to act as Trustee only after the Commission has discharged it from its duties 
after all the Commitments with which the Trustee has been entrusted have been 
implemented. However, the Commission may at an y time require the reappointment 
of the Monitoring Trustee if it subsequently appears that the relevant remedies might 
not have been fully and properly  implemented.  
 
6. SECTION  F. THE REVIEW  CLAUSE  
 
45. The Commission may extend the time periods foreseen in the Commitments in 
response to a request from Worldline or, in appropriate cases, on its own initiative. 
Where Worldline requests an extension of a time period, it shall submit a reasoned 
request to the Commission no later than one month before the expiry of t hat period, 
showing good cause.  This request shall be accompanied by a report from the 
Monitoring Trustee, who shall, at the same time send a non -confidential copy of the 
report to the Notifying Party. Only in exceptional circumstances shall Worldline be 
entitled to request an extension within the last month of any  period.  
 
46. The Commission may further, in response to a reasoned request from the Notifying 
Party showing good cause waive, modify or substitute, in exceptional circumstances, 
one or more of the un dertakings in these Commitments. This request shall be 
accompanied by a report from the Monitoring Trustee, who shall, at the same time 
send a non -confidential copy of the report to the Notifying Party. The request shall 
not have the effect of suspending t he application of the undertaking and, in particular, 
of suspending the expiry of any time period in which the undertaking has to be 
complied  with.  
  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
19 7. SECTION  G. ENTRY INTO  FORCE  
 
47. The Commitments shall take effect upon the date of adoption of the  Decision.  
 
duly authorised for and on 
behalf of  Worldline  
 
 (Signed)  
On 24 September  2020  
 
 
 duly authorised for and on behalf of  Ingenico  
 
 (Signed)  
 On 24 September 2020  
  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
20 SCHEDULE  
 
1. The Divestment Businesses as operated to date have the following legal and 
functional structure:  
 Belgium : The Belgian Divestment Business is operated directly by 
Ingenico from Belgium and consists in all commercial assets and staff 
that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the Belgian Divestment Business:  
o all customer contracts, relating to the markets for POS merchant 
acquiring services and PO S installed base, entered into between 
Ingenico and merchants having their registered office in 
Belgium and operating a business (sales of goods and /or 
services) in Belgium (the “ Ingenico Belgian Clients 
Portfolio”1 and the corresponding customer data and  records;  
o at the option of the Purchaser, the relevant management, sales 
and customer support team associated to the Belgian 
Divestment Business, i.e. [...] employees.  
 Luxembourg : The Luxembourg Divestment Business is operated 
directly by Worldline from Luxembourg and consists in all commercial 
assets that contribute to the current operation or are necessary to ensure 
the viability and competitiveness of the Luxembourg Divestment 
Business, which relates to (i) all customer contracts with local 
merchants ( SMBs) relating to the market for POS merchant acquiring 
services, entered into between these merchants having their registered 
office in Luxembourg and operating a business (sales of goods and /or 
services) in Luxembourg and Worldline, before the acquisiti on of Six 
Payment Services (“ SPS”) which was closed in November 2018 and 
that are using the C -TAP protocol as a technical solution2 and (ii) [0-
10] Worldline local key account merchants (“ Worldline Luxembourg 
Clients Portfolio” ); and the corresponding cust omer data and records.  
 Austria : The Austrian Divestment Business is operated directly by 
Ingenico (Payone) from Austria and consists in all commercial assets 
and staff that contribute to the current operation or are necessary to 
                                                 
1  Except cross -border clients which  have achieved in 2019 a Merchant Sales Value below 50% in Belgium 
and a few public entities .  
2  Except a few public entities.  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
21 ensure the viability and c ompetitiveness of the Austrian Divestment 
Business:  
o all customer contracts, relating to the markets for POS merchant 
acquiring services and POS installed base, entered into between 
Ingenico and merchants having their registered office in Austria 
and operat ing a business (sales of goods and /or services) in 
Austria (the “ Ingenico Austrian Clients Portfolio” )3 and the 
corresponding customer data and records;  
o at the option of the Purchaser, the relevant management, sales 
and customer support team associated to  the Austrian 
Divestment Business, i.e. [...] employees.  
 
2. In accordance with paragraph 8 of these Commitments, the Divestment 
Businesses include, but are not limited  to:  
 
(a) the following main contracts, agreements, commitments and 
understanding:  
 the customer contracts of the Ingen ico Belgian and Austrian 
Clients Portfolio;  
 the customer contracts of the Worldline Luxembourg Clients 
Portfolio.  
(b) the following customer, credit and other records:  
 to the best knowledge of the Combined Entity, the Ingenico 
Belgian Clients Portfolio is cur rently estimated at approx. 
[15000 -20000] clients, the Worldline Luxembourg Clients 
Portfolio is currently estimated at approx. [1000 -2000] clients 
and the Ingenico Austrian Clients Portfolio is currently 
estimated at approx. [10000 -11000] clients. The exa ct portfolios 
will be confirmed at the Effective Date and regularly updated 
by the monitoring trustee;  
 all corresponding merchant data and record.  
                                                 
3  Except cross -border merchants which have achieved in 2019 a Merchant Sales Value below 50% in 
Austria,   and a few public ent ities.  
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
22 (c) the following Personnel:  
 the management, sales and customer support team associated to 
the Belgian Divestment Business, i.e. [...] employees, at the 
option of the Purchaser;  
 all Ingenico's employees in Austria, i.e. [...] employees, at the 
option of the Purchaser.  
 
(d) the Interim Ser vice arrangements for the supply with the following 
products or services by Worldline, Ingenico  or Affiliated Undertakings 
for a transitional period of up to 24 months after Closing, at the option 
of the purchaser, and provided at costs during that period of time:  
 operations and product management, namely:  
i. transaction processing i.e. technical processing of 
transaction, namely authorization, clearing and 
settlement ; 
ii. customer and acquirer servicing (such as the call center 
or fraud handling);  
iii. continued techn ical product management i.e. evolution 
of the technical processing and servicing platform 
functionalities for market demands and readiness for 
regulatory and scheme compliance.  
 Scheme licenses and payment institution licenses: Ingenico and 
Worldline have g eneric licenses for international payment 
schemes which are not specific to the Belgian, Luxembourg and 
Divestment Packages. The Purchaser(s) is/are reasonably 
expected to have such licenses or to obtain/extend them for 
operating in Belgium, Luxembourg and /or Austria. Operations 
under the interim service agreement will be conducted under 
Ingenico’s (in Belgium and Austria) or Worldline's (in 
Luxembourg) licenses while the business benefits and the 
financial risks will be transferred to the Purchaser(s).  
 Other functions as might be reasonably necessary to facilitate 
the transition, such as an interim license to use the trademark at 
the option of the Purchaser(s).  
(e) the following Key Personnel: at the option of the Purchaser, all 
Personnel and the Hold Separa te Manager that will be appointed at a 
later stage;  
(f) the following main tangible assets: customer contracts with Ingenico 
Belgian and Austrian Clients Portfolio and customer contracts with 
Worldline/Ingenico   
Case No. COMP/M.9776  24 September 2020  
 
 
23 Worldline Luxembourg Clients Portfolio;  
3. A list of all active merchan ts in 2019 included in the Ingenico Belgian and 
Austrian Clients Portfolio and the Worldline Luxembourg Clients Portfolio is 
provided as Annex A . Possible adjustments of the respective merchant lists will 
be made at Closing date in order to fully reflect u pdated active merchants at 
Closing date.  
 
4. The Divestment Businesses shall not  include:  
 
(a) cross -border merchants which have achieved less than 50% of their 
MSV in 2019 in Belgium for the Ingenico Belgian Clients, cross -
border merchants which have achieved l ess than 50% of their MSV in 
2019 in Austria for the Ingenico Austrian Clients Portfolio, as well as 
public entities merchants, to the extent that these assets are not 
necessary for the viability and the competitiveness of the Divestment 
Businesses;  
 
(b) trademarks, service marks or brands or any licenses thereto as there 
is no specific trademark for the business undertaken by Ingenico in 
Belgium or Austria, or by Worldline in Luxembourg;  
(c) operations (processing, servicing) and technical product 
management  to the extent they are not transferable and will be 
provided under the Interim Service Agreement at the option of the 
Purchaser(s);  
(d) scheme licenses and payment institution licenses, and other 
regulatory authorizations to the extent they are not transferab le and 
will be provided under the Interim Service Agreement at the option 
of the Purchaser(s).  
 
5. If there is any asset or personnel which is not be covered by paragraph 2 of this 
Schedule but which is both used (exclusively or not) in the Divestment 
Busines ses and necessary for the continued viability and competitiveness of 
the Divestment Businesses, that asset or adequate substitute will be offered to 
potential  purchasers.  
 
 ANNEX 2  
 
Clients with ACQ Services in SMB BE  
 
[...] 
 
 MSV  2019  TRX 2019  # merchants  
TOTAL  [...] [...] [15000 -20000]  
 
 ANNEX 3  
 
Worldline local CTAP portfolio in Luxembourg in 2019  
 
Billing ID  Merchant 
Billing Name  Sector  TRX 2019  MSV 2019  REV 2019  
[1.000 -2.000]    [...] [...] [...] 
 
[...] 
 
 
 ANNEX 4  
 
Clients with ACQ Services in SMB AT  
 
[...] 
 
 MSV 2019  TRX 2019  # merchants  
TOTAL  [...] [...] [10000 -11000]