Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels,  22.9.2021  
C(2021) 6988 final  
PUBLIC VERSION  
 
 
EURAZEO SE  
1, rue Georges Berger  
75017 Paris  
France  
 
Advent International Corporation  
Prudential Tower  
800 Boylston Street, Suite 3300  
Boston, MA 02199  
United States of America  
Subject : Case M. 10358  – ADVENT INTERNATIONAL / EURAZEO / PLANET 
PAYMENT GROUP    
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 24 August 2021 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation (the “Transaction”) according 
to which Advent International Corporation (“Advent”, USA) and Eur azeo SE (“Eurazeo”, 
France , together with Advent the “Notifying Parties” ) intend to acquire , within the meaning 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ’Merger Regulation’). With effect from 1 December 2009,  the Treaty  o n t he Fun ctionin g o f th e 
European Union (‘TFEU’) has introduced certain changes, such as the replacement of ‘Community’ by  ‘Un ion’ an d ‘comm on 
market’ by ‘internal market’. The terminology of the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3  (the ‘EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 of Article 3(1)(b) and 3(4) of the Merger Regulation, joint control of Planet Pa yment Group 
(“Planet”, Ireland) .3  
1. THE PARTIES   
(2) Advent  is a private equity investor and has holdings in various sectors. Advent notably 
jointly controls Nexi SpA (“Nexi”), which provides payment services for merchants, 
cardholders and banks, such as merchant acquiring services, provision of point-of-sale 
(“POS”) terminals and related services.4  
(3) Eurazeo  is an investment company with three main activities: private equity, private debt 
and real assets.  Eurazeo currently holds sole control over Planet.  
(4) Planet  provides integrated digital payment services including  acquiring, processing, digital 
wallets, VAT refund and currency conversion services to merchants in the retail, hospitality, 
food and beverage, parking and financial sectors.  
2. UNION  DIMENSION  
(5) The undertakings concerned have a combined aggregate world -wide turnover of more than 
EUR 5 000 million  (Advent: EUR […] million, Eurazeo: EUR […] million) .5 Advent and 
Eurazeo  each have EU-wide turnover in excess of EUR 250 million (Advent: EUR […] 
million; Eurazeo: EUR […] million) . The notified operation therefore has a U nion 
dimension.   
3. THE CONCENTRATION  
(6) On 28 May 2021, Advent and Eurazeo entered into a Share Purchase Agreement and a 
Shareholder’s Agreement, which would ultimately confer joint control over Planet to Advent 
and Eurazeo. In particular, under the term s of the Shareholder’s Agreement, the consent of 
each of Advent and Eurazeo is required for (i) the appointment and removal of directors of 
any subsidiary of the parent company of Planet, (ii) the approval of the budget and (iii) the 
approval of the busine ss plan.6 
(7) The Transaction implies  the acquisition by Advent and Eurazeo of the entire outstanding 
share capital of Planet  which amounts to a concentration within the meaning of Article 
3(1)(b) and Article 3(4) of the EUMR . Pursuant to the  Shareholders’ Agr eement , Advent 
and Eurazeo will each acquire joint control over Planet.  
(8) Planet is an economically autonomous entity that is not reliant on sales to Eurazeo and is 
independently active on the markets in which it currently operates , offering products and 
services to third parties.  Post-Transaction, Planet will become a full-function joint venture 
                                                 
3  Publication in the Official Journal of the European Union No C 348, 30.82021 , p. 8. 
4  References to Nexi in this decision also include the activities of Nets A/S and Concardis Payment Group acquired by Nexi in 2 02 1. 
See Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group.  
5  Turnover calculated in accordance with Article 5 o f the Merger Regulation.  
6  Advent and Eurazeo also  intend to acquire joint control over Hoist Group Holding Intressenter AB (“Hoist”) as a separate 
transaction (Case M.10368 Advent / Eurazeo / Hoist , the “Hoist Transaction”), but under the terms o f th e s am e Sh areho lder’s 
Agreement. The two transactions are however not interrelated within the meaning o f t he con solidated jurisdict ion al n o tice. 
Completion of the Transaction is not conditional, de jure or de facto, on completion of the Hoist Transaction. In a ny event, the Hoist 
Transaction does not impact the competitive assessment of the Transaction. Hoist provides property management so ftware wh ich  
allows hotels to manage day -to-day bookings and operations.  There is no horizontal overlap or vertical relatio n ship  between  th e 
activities of Hoist and Planet.  
 
 
3 within the meaning of Article 3(4) of the EU Merger Regulation . Planet will in particular  
continue to : (i) have its own dedicated management and access to sufficient resources in 
order to conduct its business on a lasting basis; (ii) maintain its own market presence; and 
(iii) not be reliant on the Notifying Parties for sales or purchases.  
4. MARKET DEFINITIO N 
(9) Both Advent through Nexi and Planet are active in card payment services, including 
merchant acquiring, acquiring processing, and the provision and management of POS 
terminals.  
4.1. Merchant acquiring  
(10) Merchant acquiring comprises a set of services that allows merchants to accept card -based 
payments via POS terminals or online. Merchant acquirers typically offer their services 
directly to merchants (retail merchant acquiring). In Italy, merchant acquirer s also offer 
services to partner banks who ultimately control the commercial relationship with merchants 
(wholesale merchant acquiring).  
(11) In its decisional practice  in terms of product market definition , the Commission defined 
separate relevant markets for  retail and for wholesale merchant acquiring services in Italy 
only.7 The Commission also considered sub -segmenting  (retail ) merchant acquiring based 
on: (i) the payment card scheme (domestic or international); (ii) the payment card brand 
(e.g., VISA or Ma stercard); (iii) the payment card type (credit or debit); (iv) the payment 
platform (POS merchant acquiring or e-commerce merchant acquiring ); and (v) the size of 
the merchant (large merchant s or small/medium companies ) but ultimately  left th ese 
question s open.8  
(12) In terms of geographic market definition, t he Commission regularly found that markets for 
merchant acquiring are likely at least national in scope, with the exception of e -commerce 
merchant acquiring, which is likely EEA -wide in scope , eventually leaving the precise 
definition  open.9 
(13) The Notifying Parties consider  that segmentations of retail merchant acquiring are no longer 
relevant in light of the evolution of the market and the high degree of substitutability.10 The 
Notifying Parties also conside r that the relevant geographic market for merchant acquiring 
and any potential segments thereof is EEA -wide, due to technological and regulatory 
changes, as well as consolidation of the industry.11 
(14) The Commission considers that, for the purposes of this dec ision, in line with the decisional 
practice described above : (i) wholesale and retail merchant acquiring constitute separate 
markets in Italy; (ii) POS merchant acquiring and e -commerce merchant acquiring constitute 
separate markets; and (iii) whether any additional segmentations are relevant for merchant 
                                                 
7  Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group, paragraph 19.  Also see Commission decision of 26 Jun e 
2020, Case M.9759 – Nexi/ISP (Merchant Acquiring Business) , paragraphs 25 -27 and  39ff and Commission decision of 30 
September 2020, Case M.9776 – Worldline/Ingenico , paragraph 34. This is due to the specific nature of the Italian market, including 
the important role of banks in retail merchant acquiring, which outsource wholesale merc hant acquiring to third p arties, so m e o f 
which only offering merchant acquiring services at wholesale level.  
8  Commission decision of 30 September 2020, Case M.9776 – Worldline/Ingenico , paragraph 36 and Commission decision of 26 June 
2020, Case M.9759 – Nexi/ISP (Merchant Acquiring Business) , paragraphs 39 -45.  
9  Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group, paragraph 22. Commission decision o f 3 0 Sep t ember 
2020, Case M.9776 – Worldline/Ingenico , paragraphs 40ff, Case M.9759 – Nexi/ISP (Merchant Acquiring Busin ess) , p aragraphs 
49ff.  
10  Form CO, paragraph 99.  
11  Form CO, paragraph 103.  
 
 
4 acquiring can be left open, as the possible  segmentation does not materially affect the 
Commission’s assessment of the Transaction.  Whether markets for merchant acquiring are 
national or EEA wide in scope can also be left open as the precise geographic scope does not 
materially affect the Commission’s assessment of the Transaction.  
4.2. POS terminal provision and management  
(15) POS terminals are electronic devices used to process card -based transactions at a mercha nt’s 
physical shop. Merchants purchase POS terminals directly from manufacturers or from 
resellers  including merchant acquirers who are also  responsible for the management of the 
POS terminals .  
(16) In its decisional practice  in terms of product market definition , the Commission found that 
there are separate markets for (i) the manufacture and supply of POS terminals and (ii) the 
provision and management of POS terminals.12 The Commission has also considered  further 
segmenting  relevant markets based on the type of POS terminal (traditional, mobile, or 
smart POS terminals) , or on customer size  (large merchants or small/medium companies) .13 
In terms of geographic market definition, t he Commission found that markets for the 
provisio n and management of POS terminals are likely national in scope.14 
(17) The Notifying Parties consider that POS terminal provision and management such as the one 
provided by the target form part of a larger market for payment acceptance solutions 
encompassing POS  terminals and e -commerce acceptance solutions.15 The Notifying Parties 
also consider that the relevant geographic market is EEA -wide in scope , due to technological 
and regulatory changes, as well as consolidation of the industry.16 
(18) The Commission considers that, for the purposes of this decision, in line with the decisional 
practice described above, the relevant market is the provision and management of POS 
terminals, and whether any additional segmentations are relevant can be left open, as the 
possible seg mentation does not materially affect the Commission’s assessment of the 
Transaction. Whether markets for POS provision and management are national or EE A-wide 
in scope can also be left open as the precise geographic scope does not materially affect the 
Commission’s assessment of the Transaction.  
4.3. Acquiring processing  
(19) Acquiring processing relates to the merchant -oriented side of technically processing a card 
payment transaction. It includes the network routing of payments towards the bank that 
issued the c ard and the POS authorisation.  
(20) In its recent decisional practice  in terms of product market definition , the Commission found 
that there is a separate market for acquiring processing services and no further sub -
segmentation is appropriate.17 In terms of geo graphic market definition, t he Commission 
found that acquiring processing is likely  EEA -wide in scope, but  left the question open 
                                                 
12  Commission decision of 30 September 2020, Case M.9776 – Worldline/Ingenico , paragraphs 59 and 64.  
13  Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group, paragraph s 31-33. Commission decision of 30 September 
2020, Case M.9776 – Worldline/Ingenico , paragraph s 59-64, Case M.9759 – Nexi/ISP (Merchant Acquiring Business) , p aragraphs 
65-67.  
14  Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group, paragraph 30. Commission decision o f 3 0 Sep t ember 
2020, Case M.9776 – Worldline/Ingenico , paragraph 72ff, Case M.9759 – Nexi/ISP (Merchant Acquiring Business) , paragraphs 71ff, 
81ff.  
15  Form CO, paragraph 109.  
16  Form CO, paragraph 117.  
17  Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group, paragraph 27. Commission decision o f 3 0 Sep t ember 
2020, Case M.9776 – Worldline/Ingenico , paragraph 87.  




 
 
9 6. CONCLUSION  
(46) For the above reasons, the European Commission has decided not to oppose the notified 
operation and to declare it compatible wit h the internal market and with the EEA 
Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger 
Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President