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, 16.9.2019  
C(2019 ) 6790 final  
PUBLIC VERSION  
 
 
 
 
To the notifying parties  
Subject : Case M. 9452  – Global Payments / TSYS  
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 9 August 2019 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Global 
Payments Inc. (“Global Payments”, US) enters into a full merger within the meaning 
of A rticle 3(1)(a) of the Merger Regulation with Total System Services, Inc. 
(“TSYS”, US).3 Global Payments  and TSYS  are designated hereinafter as the 
“Parties” or the “Notifying Parties” . 
1. THE PARTIES  
(2) Global Payments is a global provider of payment solutions, which offers  services 
including enterprise and payment management solutions, payment card processing, 
online payment portal solutions, and merchant acquiring.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union (“TFEU”) has introduced certain changes, such as the 
replacement of “Community” by “Union” and “common market” by “int ernal 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 281 , 20.08.2019 , p. 24.  
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omitted has been replaced by ranges of figu res or 
a general description.  
 
2 (3) TSYS is a global provider of payment solutions, which offers  services including 
payment card proc essing , merchant acquiring services, and products, such as 
software for payment card processing.  
2. THE OPERATION  
(4) On 27 May 2019 , Global Payments entered into an agreement and plan of merger 
with TSYS pursuant to which TSYS will merge with and into Global Payments, with 
Global Payments being the surviving entity (the “Transaction”). After the proposed 
Transaction is completed , the s eparate corporate existence of TSYS will terminate 
and holders of TSYS common stock will receive 0.8101 shares of Global Payments 
common stock for each TSYS share.  As a result, former holders of TSYS stocks will 
own approximately 48% and former holders of Global Payments shares will hold 
approximately 52% of the shares of the combined entity.  
(5) The Transaction would therefore give rise to a concentration within the meaning of 
Article 3(1)(a) of the Merger Regulation.  
3. EU DIMENSION  
(6) The undertakings concerned h ave a combined aggregate world -wide turnover of 
more than EUR 5 000 million  (Global Payments: EUR 3 050  million; TSYS: EUR 3 
414 million) .4 Each of them has an EU -wide turnover in excess of EUR 250 million  
(Glob al Payments: EUR […] million ; TSYS: EUR […] million),  but they do not 
achieve more than two -thirds of their aggregate EU -wide turnover within one and 
the same Member State. The notified operation therefore has an EU dimension  
pursuant to Article 1(2) of the Merger Regulation.  
4. RELEVANT MARKETS  
(7) The Tra nsaction combines two providers of payments technology services.  The 
Parties’ activities overlap in relation to card payment systems.   Figure 1  below 
illustrates the key relationships  and the main players involved in card -based payment 
transactions.   
 
                                                 
4  Turnover calculated in accordanc e with Article 5 of the Merger Regulation.  
 
3 Figure 1 – Overview of a card payment transaction  
 
(8) Card payment systems allow a cardholder to use a card (e.g., a credit or debit card) 
to pay for a product or a service without using cash. Card payment systems connect 
merchants to financial institutions and they cover the whole transaction from the 
moment the client pays at the point of sale ("POS") until the moment the merchant ’s 
account is credited.  
(9) A card payment transaction starts with a purchaser using a payment card to buy 
goods or services from a merchant , either in a physical shop or online . The merchant 
seeks authorisation for the transaction. This authorisation request is initiated from 
the merchant’s physical card reader (a POS terminal for card -present transactions) or 
at a virtual POS (e.g., a web -based portal which enables similar functionality for 
card-not-present transactions).   
(10) The authorisation request is transmitted to the merchant acquirer  (a bank or another 
financial services provider) . The merchant acquirer has a contractual relations hip 
with the merchant  (who is thus the customer of merchant acquirers ) and ensure s that 
merchants are paid for their sales through cards.  These services are referred to as 
merchant acquiring.5   
(11) The merchant acquirer receives the authorisation request together with the 
transaction details . The request and the details are then  routed to the relevant card 
scheme to ensure  POS authorisation.  These services are referred to as acquiring 
processing. Merchant acquirers either provide acquiring processing in -house or 
outsource it to third -party processors.6  
                                                 
5  Case M.7873 - Worldline/Equens/Paysquare, Commission decision of 20 April 2016, paragraph 14.  
6  Case M.7873 - Worldline/Equens/Paysquare,  Commission decision of 20 April 2016, Commission 
decision of 20 April 2016,  paragraph 14; M.7241 - Advent International/Bain Capital Investors/Nets 
Holding , Commission decision of 8 July 2014, paragraph 32.   

 
4 (12) The card scheme receives the authorisation request and the details of the transaction 
from the acquiring processor , identifies  the card issuer (usually a bank) and sends the 
transaction to the issuing processor .  The issuing processor requests payment 
authorisation from the issuer.  It also maintains and manages local and international 
blocking lists, verifies card limits, manages card accounts, and generates cardholder 
statements and invoices.  These s ervices are referred to as issuing processing.7  
(13) The issuer  then determines whether to approve the transaction based on the 
characteristics of the cardholder account  (e.g., whether the cardholder has sufficient 
balance) . The issuer can carry out issuing pr ocessing  itself or outsource it to an 
issuer processor.  
(14) Finally, the transaction response (approved, declined, or other) of the issuer returns 
to the merchant via the issuing and acquiring processors. In case of approval, the 
merchant releases the goods o r services . 
(15) To offer acquiring processing services, a merchant acquirer or an acquiring 
processor may use their own proprietary software or in -license processing software 
from a card processing software provider. To offer issuing processing services, an 
issuer or an issuing processor may use their own proprietary software or in -license 
processing software from a card processing software provider.   
(16) The remainder of this Section discusses market definition in card payment systems 
markets  which  are relevant for the horizontal and non -horizontal analysis of the 
overlaps between the activities of the Parties.   
4.1 Card Processing  
4.1.1 Product Market Definition  
(17) Card processing includes all technical services concerning payment card 
transactions.8  Card proc essing services include  acquiring processing services and 
issuing processing services.  In more detail:  
                                                 
7  Case M.7873 - Worldline/Equens/Paysquare, Commission decision of 20 April 2016, paragraph 14.  
8  See Case M.5968, Advent/Bain Capital/RBS Worldpay , Commission decision of 14 October 2010, 
paragraph 11.  
 
5 (a) 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 the POS authorisation. 
Merchant acquirers can purchase processing services from third -party 
processors or source these services in -house;9 and  
(b) Issuing processing relates to the issuer -oriented side of techni cally  processing 
a transaction.  It includes payment authorisation requests from the issuer, 
management of card accounts and credit card limits, and the preparation of 
cardh older statements and invoices. Issuers can purchase processing services 
from third -party processors or source these services in -house.10   
4.1.1.2  Previous Commission decisions  
(18) 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 proc essing services and issuing processing services .11 The exact market 
definition was ultimately left open.12  
(19) Within acquiring processing, the Commission has identified a possible further sub -
segme ntation based on (i) the payment card scheme (national  v. international) and 
(ii) the platform, distinguishing between physical POS terminals and through web -
enabled interfaces (e -commerce) .13 The exact market definition  was ultimately left 
open.14  
(20) With regard to issuing processing, the Commission has not consider ed any further 
market sub-segmentation.15 
4.1.1.3  Notifying Parties’ view  
(21) According to th e Parties , there are indications that card processing should be split in 
two separate relevant market s: acquiring processing and issuing processing.  The 
Parties submit that amo ng other things, acquiring processing and issuing processing 
services have fundamentally different content and they target different customers; 
                                                 
9  See Case M.7873, Worldline/Equens/Paysquare , Commission decision of 20 April 2016, paragraph 14.  
10  See Case M.7873, Worldline/Equens/Paysquare , Commission decisio n of 20 April 2016, paragraph 14.  
11  Case M.7873 - Worldline/Equens/Paysquare , Commission decision of 20 April 2016, paragraph 33; 
M.7241 - Advent International/Bain Capital Investors/Nets Holding , Commission decision of 8 July 
2014, paragraph 32.  
12  Case s M.7873 - Worldline/Equens/Paysquare , Commission decision of 20 April 2016, M.7241 - Advent 
International/Bain Capital Investors/Nets Holding , Commission decision of 8 July 2014, M.7078 - 
Santander Consumer Finance/El Corte Ingles/Financiera El Corte Ingl es, Commission decision of 29 
January 2015,  M.5241 - American Express/Fortis/Alpha Card , Commission decision of 3 October 
2008.  
13  Cases M.8073 – Advent International/Bain Capital/Setefi Services/Intesa Sanpaolo Card , Commission 
decision of 10 August 2016 , paragraph 25; and M.7241 - Advent International/Bain Capital 
Investors/Nets Holding , Commission decision of 8 July 2014,  paragraphs 35 -36.  
14  Cases M.8073 – Advent International/Bain Capital/Setefi Services/Intesa Sanpaolo Card , Commission 
decision of 10 August 2016,  paragraph 27; and M.7241 - Advent International/Bain Capital 
Investors/Nets Holding , Commission decision of 8 July 2014, paragraph 36.  
15  Case M.7873 - Worldline/Equens/Paysquare , Commission decision of 20 April 2016, paragraph 34.  
 
6 they have a different price structure; and the applicable regulatory framework is not 
the same .16  
(22) The Parties do  not consider that it is appropriate to sub -segment further each of the 
markets for acquiring processing and for issuing processing.  Within acquiring 
processing, the Parties submit that is not necessary to sub -segment the market based 
on the payment card scheme or based on the platform.17   
(23) The Parties also consider that it is not appropriate to distinguish separate markets 
between in -house card processing services and card processing services to  third 
parties or more  narrow ly, between in -house  acquiring processing services18 and 
acquiring processing services to third parties nor between in -house issuing 
processing services19 and issuing processing services to third parties.  
(24) In any event, t he Parties submit  that the precise product market definition can be left 
open  in this case, as the proposed Transaction does not give rise to competition 
concerns under any plausible (product) market delineation.  
4.1.1.4  Commission’s assessment  
(25) In this case, the exact product market definition can be left open since the 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market under any plausible product market definition  (including all card 
processing services; all issuing processing services; card processing services to third 
parties; issuing processing services to third parties) .20  
4.1.2 Geographic Market Definition  
4.1.2.1  Previous Commission decisions  
(26) The Commission has previously left open the question whether the provision of card 
processing services is national or EEA -wide in scope.21 When looking more 
narrowly into acquiring processing and issuing processing, the Commission also left 
the geographic market definition  open , indicating that the relevant markets could be 
national or EEA -wide in scope.22   
                                                 
16  Form CO, paragraphs 6.53 and 6.60.  
17  Form CO, paragraphs 6.54ff.  
18  This is the case when a merchant acquirer processes in -house the transactions of its merchants.  
19  This is the case when an issuer processes in -house the transactions based on the cards it ha s issued.  
20  These markets are discussed in detail in Section 5 below.  The following plausible markets are not 
affected by the proposed Transaction : all acquiring processing services; acquiring processing services 
for national card schemes; acquiring processing services for international card schemes; acquiring 
processing services for POS transactions; acquiring processing services for transactions thr ough web -
enabled interfaces ; acquiring processing  services  to third parties and in-house acquiring processing  
services ; in-house card processing services; and in-house issuing processing services.   
21  Cases M.8073 – Advent International/Bain Capital/Setef i Services/Intesa Sa npaolo  Card , Commission 
decision of 10 August 2016,  paragraph 36; M.5968 – Advent/Bain Capital/RBS Worldpay , paragraph 
12; M.4814 – AIB/FDC/JV , paragraphs 19 -20; M.4316 – Atos Origin/Banksys/BCC , paragraphs 26 -27.  
22  Regarding acquirin g processing, see Case M.7950 – EGB/GP , Commission decision of 19 April 2016, 
paragraphs 39 -43. In Case M.7241 - Advent International/Bain Capital Investors/Nets Holding , 
Commission decision of 8 July 2014, the Commission recognized that acquiring processing for web -
 
 
7 4.1.2.2  Notifying Parties’ view  
(27) The Parties submit that each of the markets for acquiring processing and issuing 
processing is EEA -wide.  In any event, the Parties add that the Transaction would not 
give rise to any competition concerns even if it was assessed on the narrowest 
plausible m arket definition, i.e., at  national basis.23 
4.1.2.3  Commission’s assessment  
(28) The Commission’s market investigation did not provide any indications that would 
require the Commission to depart from its precedents on the geographic scope of the 
market for card process ing.24  
(29) In any event, for the purposes of this Decision, the exact geographic scope of the 
market for card processing can be left open, since the Transaction does not give rise 
to serious doubts as to its compatibility with the internal market under any pla usible 
product market definition (i.e., at EEA -wide level or at national level) . 
4.2 Provision of card processing software  
4.2.1 Product Market Definition  
(30) Card  processing software is an application and office software designed for and 
licensed to merchant acquirers and issuers (respectively enabling them  to offer 
acquiring  and issuing processing services in -house ). Card processing software can 
also be licensed to acquiring and issuing processors who use the software to offer 
issuing and acquiring processing services to third parties.   
4.2.1.1  Previous Commission decisions  
(31) The Commission has defined software markets based on criteria such as 
functionality, sector , and end -use of the software in question , further sub -segmented 
in some cases by application or level of sophistication .25 The Commission has not 
previously considered a market for the provision of  card processing software .26  
                                                                                                                                                      
enabled transactions could be EEA -wide but ultimately left the issue open (see paragraph 40). 
Regarding issuing processing, see Case  M.7873 - Worldline/Equens/Paysquare , Commission decision 
of 20 April 2016, paragraph 112 -114. 
23  Form CO, paragraph 1.25.  
24  Including for narrower  plausible  markets for acquiring processing and issuing processing services.  
25  Case Case M.7873 - Worldline/Equens/Paysquare, Commission decision of 20 April 2016, paragr aph 
78. 
26  In Case M.7873 - Worldline/Equens/Paysquare , Commission decision of 20 April 2016, the 
Commission defined a separate relevant market for the software used by network service providers 
(“NSPs”) in Germany. This software was described as a "toolbo x" for German NSP functionalities 
including routing, clearing, authorisation , communication protocol ZVT, routing of credit card 
transactions and some terminal management functions.  This software was “ tailored to the German 
card payment systems, specifica lly for the needs of German NSPs ” (Case M.7873 - 
Worldline/Equens/Paysquare , Commission decision of 20 April 2016, paragraph 138).  Therefore, this 
software  is different from card processing software  (such as TSYS’ Prime) , which is purchased around 
the world by merchant acquirers, acquiring processors, issuers, and issuing processors.  
 
8 4.2.1.2  Notifying Parties’ view  
(32) The Parties submit that there is one single product market including the provision of 
all types of card processi ng software . The Parties take the view that within this 
market , there are no separate markets for the provision of acquiring processing 
software and issuing processing software , because of supply -side substitutability.  
Most players designing and licensing card processing software offer both acquiring 
and issuing processing software.27  
(33) That said , the Parties also acknowledged that there are “ differences in the 
functionality depending on the intended use [of the software] such that a licensee 
who is using [so ftware] only for acquiring processing could not use the product 
licensed for... issuing processing.  Reflecting the difference in functionality, license 
fees differ depending on whether the software is used for acquiring processing, 
issuing processing, or b oth”.28 
(34) In any event, the Parties add that the Transaction would not give rise to any 
competition concerns even if assessed on the basis of the all plausible market 
segments (i.e.,  provision of card processing software; provision of acquiring 
processing software;  provision of  issuing processing  software).    
4.2.1.3  Commission’s assessment  
(35) In this case, the exact product market definition can be left open since the 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market u nder any plausible product market definition (i.e., a single market 
including the provision of all card processing software or two separate markets, one 
for the provision of acquiring processing software and one for the provision of 
issuing processing soft ware).  
4.2.2 Geographic Market Definition  
4.2.2.1  Previous Commission decisions  
(36) In its decisional practice , the Commission took the view that the relevant geographic 
markets for application and office  software, including software  used in the banking 
and financial sector , are generally at least EEA -wide or worldwide  in scope,  because 
the solutions were offered on an EEA, or even on a global basis.29 The exact 
geographic market definition was left open.30  
(37) The only exception in payment systems software is Worldline/Equens/Pa ysquare, 
where the Commission examined the relevant market for the software used by NSPs 
in Germany.  As the software  in that case  was specifically meant to serve German 
card payment systems, the Commission found that the market was likely national in 
                                                 
27  Form CO, Table 6.5.  
28  Form CO, paragraph 6.67.  
29  Case M.7873 - Worldline/Equens/Paysquare , Commission decision of 20 April 2016, paragraph 136.  
30  Case M.7873 - Worldline/Equens/Paysquare, Commission decision of 20 April 2016, paragraph 136 
with references to earlier decisions.  
 
9 scope  but in any event, the precise geographic scope of the market was left open 
because serious doubts arose under any plausible geographic market definition .31  
4.2.2.2  Notifying Parties’ view  
(38) The Parties submit that the relevant geographic market for card processing software 
is EEA -wide  or global  in scope .  
(39) According to the Parties, card proces sing software can be sourced globally;32 the 
product offered does not differ between EEA countries and between the EEA and 
other regions;33 license fees do not differ materially b etween regions; and after -sales 
support can be provided remotely.34  
(40) The Parties distinguish the geographic market definition for card processing software 
and the geographic market definition for software used by NSPs (considered in 
Worldline/Equens/Paysqua re). Unlike card processing software which is sourced by 
merchant acquirers, acquiring processors, issuers, and issuing processors around the 
world, the software used by NSPs was tailored to German card payment systems.35 
(41) The Parties add that the Transactio n would not give rise to any competition concerns 
even if  it was  assessed on the basis of the narrower plausible geographic market 
definition, i.e., at EEA -wide level.  
4.2.2.3  Commission’s assessment  
(42) The Commission’s market investigation did not provide any indi cations that would 
require the Commission to depart from its precedents on the geographic scope of the 
market s for application and office  software (including software used in the banking 
and financial sector).   
(43) Card processing software is typically offered to different types of customers around 
the world ( merchant acquirers, acquiring processors, issuers, and issuing processors)  
and it is not developed specifically for payment card transactions in one country .  In 
this sense, the market for provision  of card processing software differs from the 
market for provision of software for the activities of German NSPs, which the 
Commission considered as likely national  in scope in Worldline/Equens/  
Paysquare.36   
(44) For the purposes of this Decision, the exact ge ographic scope of the market for card 
processing software can be left open, since the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market  under the narrower 
plausible geographic market definition (i.e., at EEA -wide level) . 
                                                 
31  Case M.7873 - Worldline/Equens/Paysquare, Commission decision of 20 April 2016, paragraphs 138 -
140.  
32  For example, TSYS’ ca rd processing software is licensed for use in 80 countries.  
33  For example, TSYS’ card processing software is licensed with EEA Member State languages preloaded 
and does not need to be specifically adapted to the language of each country.  
34  Form CO, par agraph 6.71.  
35  See Form CO, paragraph 6.72.  
36  See Case M.7873 - Worldline/Equens/Paysquare, Commission decision of 20 April 2016, paragraphs 
70ff and 135ff.  The Commission ultimately left open the relevant geographic market definition for 
provision of software for the activities of German NSPs.   
 
10 5. COMPETITIVE ASSESSMEN T 
5.1 Introduction  
(45) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing whether 
they would significantly impede effective c ompetition in the internal market or in a 
substantial part of it , in particular as a result of the creation or strengthening of a 
dominant position.   
(46) A merger giving rise to a significant impediment of effective competition may do so 
as a result of the creation or strengthening of a dominant position in the relevant 
market(s). Moreover, mergers in oligopolistic markets involving the elimination of 
important constraints that the parties previously exerted on each other, together with 
a reduction of compet itive pressure on the remaining competitors, may also result in 
a significant impediment to effective competition, even in the absence of 
dominance.37 
(47) The Commission Guidelines on the assessment of horizontal mergers under the 
Merger Regulation (the “Horizo ntal Merger Guidelines”)38 describe horizontal non -
coordinated effects as follows: “ A merger may significantly impede effective 
competition in a market by removing important competitive constraints on one or 
more sellers who consequently have increased mark et power. The most direct effect 
of the merger will be the loss of competition between the merging firms. For 
example, if prior to the merger one of the merging firms had raised its price, it 
would have lost some sales to the other merging firm. The merger  removes this 
particular constraint. Non -merging firms in the same market can also benefit from 
the reduction of competitive pressure that results from the merger, since the merging 
firms’ price increase may switch some demand to the rival firms, which, in  turn, may 
find it profitable to increase their prices. The reduction in these competitive 
constraints could lead to significant price increases in the relevant market. ”39 
(48) The Horizontal Merger Guidelines list a number of factors which may influence 
whether  or not significant non -coordinated effects are likely to result from a merger, 
such as the large market shares of the merging firms, the fact that the merging firms 
are close competitors, the limited possibilities for customers to switch suppliers, or 
the fact that the merger would eliminate an important competitive force.40 That list 
of factors applies equally regardless of whether a merger would create or strengthen 
a dominant position, or would otherwise significantly impede effective competition 
due to non-coordinated effects. Furthermore, not all of these factors need to be 
present for significant non -coordinated effects to be likely. The list of factors, each 
of which is not necessarily decisive in its own right, is also not an exhaustive list.41  
                                                 
37  Horizontal Merger Guidelines, paragraph 25.  
38  OJ C 31, 5.2.2004, p. 5.  
39  Horizontal Merger Guidelines, paragr aph 24.  
40  Horizontal Merger Guidelines, paragraphs 27 and following.  
41  Horizontal Merger Guidelines, paragraphs 24 -38. 
 
11 (49) Final ly, the Horizontal Merger Guidelines describe a number of factors, which could 
counteract the harmful effects of the merger on competition, including the likelihood 
of buyer power, the entry of new competitors on the market, and efficiencies.  
(50) In addition, the Commission Guidelines on the assessment of non -horizontal mergers 
under the Merger Regulation (the "Non -horizontal Merger Guidelines") distinguish 
between  two main ways in which vertical mergers may significantly impede 
effective competition, namely in put foreclosure and customer foreclosure.42  
(51) For a transaction to raise input foreclosure competition concerns, the merged entity 
must have a significant degree of market power upstream.43 In assessing the 
likelihood of an anticompetitive input foreclosure s trategy, the Commission has to 
examine whether (i) the merged entity would have the ability to substantially 
foreclose access to inputs ; (ii) whether it would have the incentive to do so; and (iii) 
whether a foreclosure strategy would have a significant de trimental effect on 
competition downstream.44  
(52) For a transaction to raise customer foreclosure competition concerns, the merged 
entity must  be an important customer with a significant degree of market power in 
the downstream market.45 In assessing the likeli hood of an anticompetitive customer 
foreclosure strategy, the Commission has to examine whether  (i) the merged entity 
would have the ability to foreclose access to downstream markets by reducing its 
purchases from upstream rivals; (ii) whether it would hav e the incentive to do so; 
and (iii) whether a foreclosure strategy would have a significant detrimental effect 
on consumers in the downstream market.46 
5.2 Overview of Affected Markets  
(53) On the basis of the above market definitions, and the Parties' activities, t he 
Transaction results in the following affected markets:  
(a) Both Parties are active in issuing processing services in Czechia . Global 
Payments is also active in acquiring processing services in Czechia . The 
proposed Transaction  gives rise to a horizontally affected market in card 
processing in Czechia ;47 and 
(b) TSYS develops and l icenses its card processing software for acquiring and 
issuing processing in several EEA countries . The card processing software 
market is upstream to the Parties’ activities in card processing (downstream). 
The proposed Transaction gives rise to affected markets regarding the 
                                                 
42  OJ L 24, 29.1.2004, p. 1.  
43  Non-horizontal Merger Guidelines, paragraph 35.  
44  Non-horizontal Merger Guidelines, paragraph 32.  
45  Non-horizontal Merger Guidelines, paragraph 61.  
46  Non-horizontal Merger Guidelines, paragraph 59.  
47  The Parties’ activities do not overlap horizontally in any other EEA country. Outside Czechia, Global 
Payments offers acquiring and issuing processing ser vices also in Latvia, Romania, and Slovakia and 
TSYS offers issuing processing services in Finland, Germany, Hungary, Ireland, Italy, the Netherlands, 
Norway, Poland, Sweden, and the UK.   

 
13 (56) Taking into account services provided in -house and to third parties, i n Czechia, the 
combined  market share of the Parties in card processing  (including both acquiring 
and issuing processing)  would be [50-60]%. The Parties’ combined market share 
would be  [30-40]% in issuing processing . In both cases, TSYS would contribute a n 
increment of less than  [0-5]% to the share of the combined entity .  Taking into 
account services provided only to third parties, in Czechia, the combined market 
share of the Parties in card processing (including both acquiring and issuing 
processing) would be [50-60]%. The Parties’ combined market share would be [50-
60]% in issuing processing. In both cases, TSYS would contribute a n increment of 
less than [0-5]% to the share of the combined entity.  
(57) The Transaction does not give rise to serious doubts as to its compatibility with the 
internal marke t regarding the plausible  markets for card processing (in-house and 
third -party or third -party only)  or issuing processing (in-house and third -party or 
third -party only)  in Czechia  for the following reasons.    
(58) First, under all plausible market definitions, the market position of T SYS remains 
minor.  The share increment from TSYS remains always less than [0-5]%. Thus, the 
proposed Transaction is unlikely to cause significant change in the competitive 
landscape of card processing or issuing processing in Czechia.53 
(59) Second, the combined  entity will continue to face competitive constraints from  
several competitors  active in card processing in Czechia, including SIA, Česká 
spořitelna, EVO , Worldline , and Danube Pay . Each of th ese players has a much 
higher share than TSYS in card processing and issuing processing in Czechia .  
(60) Third, the Parties do not compete closely  in card processing in Czechia :  
(a) Global Payments offers card processing services both in -house and to third 
parties w hile TSYS offers card processing services only to third parties;  
(b) Global Payments offers both issuing and acquiring processing, while TSYS 
only offers issuing processing; and 
(c) Global Payments holds a significant market position in card processing in 
Czechia  as a result of its 2004 acquisition of the previously state -owned 
central payment processor in the country . Global Payments serves many 
different third parties and proactively bids for new customer opportunities in 
the country.  In contrast, TSYS offers iss uing processing services only to one 
customer in Czechia, namely, [Company] . This is in the context of  TSYS’ 
multi -national client relationship with [Company] , covering several EEA 
countries .54 The Parties are not aware of any company  other than TSYS that 
offers issuing processing services to [Company]  in Czechia today .55  TSYS 
currently does not compete  closely with Global Payments  in the market for 
                                                 
53  In particular regarding issuing processing in Czechia, the HHI delta is […] (i.e., below 150); the post -
merger HHI is […]; and the combined  share of the Parties does not exceed 50%. The proposed 
Transaction is thus unlikely to give rise to horizontal competition concerns as per the Horizontal 
Merger Guidelines, paragraph 20.  
54  In addition to Czechia, TSYS offers issuing processing services to American Express in the following 
EEA countries: the UK, Hungary, Poland, Finland, Norway, and Sweden.  
55  See RFI 4, Parties’ Reply of 11 September 2019.  
 
14 card processing or issuing processing in Czechia, as it does not proactively 
solicit customers in the country .  
(61) In light of the above considerations, the Commission concludes that the Transaction 
does not raise serious doubts as to its compatibility with the internal market  in terms 
of its competition impact in the plausible market s for card processing or issuing 
processing  in Czechia . 
5.4 Card Processing Software in the EEA (Upstream) – Card Processing in Czechia 
(Downstream)  
(62) TSYS licenses its card payment software (called Prime) for issuing processing in 
Bulgaria, Cyprus, Denmark, Estonia, Finland, Greece, Lithuania , Norway, Poland, 
Romania, Sweden , and the UK and for acquiring processing in Bulgaria, Germany, 
Greece, Lithuania, Poland , and Romania . The Parties submitted that TSYS’ market 
share is less than 10%  in the upstream market for provision of card processing 
software in the EEA .56  
(63) Card payment software is an important input for the services offered in the card 
processing market.57 Global Payments and TSYS are active in card processing in 
several EEA countries.  The Parties submitted that the ir combined share exceeds 30% 
in card processing (or in any of its sub -segments) only in Czechia.58  
(64) Thus, the Transaction results in one set of vertically affected markets: (i) card 
payment software in the EEA (upstream)  and (ii) card processing in Czechia  
(downstream) .59  
5.4.1 Input Foreclosure  
(65) The Transaction is unlikely to give rise to input foreclosure concerns. The combined 
entity would not have the ability to foreclose its downstream competitors in card 
processing in Czechia  (under all plausible market deli neations)  by restricting access 
to card payments software  in the EEA  for the following reasons:  
(a) Input foreclosure may raise competition problems when the upstream input is 
essential for th e downstream product, e.g., when that product could not be 
manufact ured or effectively sold on the market without the input.60 Based on 
the market investigation, in -licensing card payment software is not an 
essential input for entering and succeeding in the card processing market.  
                                                 
56  Form CO, Table 6.4.  The Parties confirmed that their share does not exceed 10% in the plausible 
upstream markets for provision of acquiring processing software in the EEA  and the  provision of 
issuing processing software in the EEA . 
57  Card payment software is also an important input for merchant acquiring services and issuing services. 
Glob al Payment offers merchant acquiring services in the EEA but its share does not exceed 30% in 
any EEA country. TSYS does not offer merchant acquiring services in the EEA. Global Payments does 
not offer issuing services in the EEA.  
58  See Table 1 above.  
59  The analysis in paragraphs 60ff. applies also to potential vertical link s between upstream  card payment 
software in the EEA and downstream : card processing in Czechia (in -house and third -party); card 
processing in Czechia (third -party only);  issuing proce ssing in Czechia ( in-house and third -party ); and 
issuing processing in Czechia (third -party only) . 
60  Non-horizontal Merger Guidelines, paragraph 34.  
 
15 Several  issuers,  issuing processors , merch ant acquirers,  and acquiring 
processors are active in this space having developed their own proprietary 
software in -house.  This is the case with Global Payments in Czechia which 
uses its own proprietary software for the acquiring and issuing processing 
services it offers to third parties ;61  
(b) For input foreclosure to be a concern, the combined entity must have a 
significant degree of power in the upstream market.62 However, TSYS has a 
very limited position in card processing software in the EEA.  In 2018, TSYS’ 
share in this market  was [5-10]% (in terms of revenues63 from provision of 
card processing software) .64 Moreover , TSYS competes with five other  key 
rivals  in this market (namely ACI Worldwide, RS2, Openway, Fiserv/First 
Data and HPS) and at least two c ompetitors have a much higher share than 
TSYS  in the EEA , namely, ACI Worldwide (which holds 17-50% in terms of 
revenues from provision of card processing software ) and RS2  (which holds  
[10-20]% in terms of revenues from provision of card processing software );65 
and  
(c) The combined entity would not have the ability to foreclose downstream 
competitors, as it cannot  negatively affect the overall availability of inputs for 
the downstream market.66 TSYS does not license its card processing software 
to any customer in Czechia as of 2019  (be it to a card processor; a merchant 
acquirer; or an issuer).  In 2018, TSYS’ software was used for the issuing 
processing of [0-5]% of card transactions and the acquiring  processing of [0-
5]% of card transactions in Czechia.67 TSYS would thus have no ability to 
foreclose downstream competitors in this country, by restricting access to its 
card processing software.  
(66) As the Commission found that the combined entity would have  no ability to 
foreclose card processing players  in Czechia  (under any plausible market 
delineation) , it is not necessary to a ssess in detail the incentives of the combined 
entity or the  overall impact of the Transaction on competition.   
                                                 
61  Form CO, paragraph 6.102.  The Parties submitted that the following players in  the downstream market 
for card processing in Czechia may use a combination of in -house and third -party software solutions: 
Worldline and EVO for acquiring processing; and Česká spořitelna, Raiffeisen Bank and Sberbank for 
issuing processing. See RFI 4, Pa rties’ Reply of 11 September 2019.  
62  Non-horizontal Merger Guidelines, paragraph 35.  
63  In 2018, TSYS held less than [0-5]% in the EEA -wide market for provision of card processing software 
based on the value and volume of transaction s processed.  
64  This conclusion would not change if the market were to be sub -segmented by type of card processing 
software. The Parties confirmed that their share does not exceed 10% in the plausible upstream markets 
for provision of acquiring processing software in the EEA  and the provision of issuing processing 
software in the EEA . 
65  Other key competitors include Openway, Fiserv/First Data, and HPS. See Form  CO, Table 6.4.  
66  Non-horizontal Merger Guidelines, paragraph 36.  
67  In 2018, TSYS licensed its software to only one  customer in Czechia, namely [Company] , […].  See 
Form CO, paragraph 6.102.  [Company]  used TSYS’ software for in -house issuing and acquiring 
processing.  TSYS’ software was not used at all in Czechia for issuing processing or acquiring 
processing services  to third parties in 2018.  
 
16 5.4.2 Customer Foreclosure  
(67) The Transaction is unlikely to give rise to customer foreclosure concerns. The 
combined entity would not have the ability to foreclose its upstream competitors in 
provision of card processing software  in the EEA by foreclosing access to a 
signi ficant customer base for the following reasons:  
(a) When assessing customer foreclosure, the Commission takes into account the 
existence of different uses for the upstream product. These can ensure that a 
sufficiently large customer base remains for that produ ct post -merger.68 Card 
processors in Czechia are not the only purchasers of card processing 
software.  According to the ECB, the volume of transactions processed in 
Czechia represents approximately 1.44% of the transactions processed in the 
EEA.69 Post-Transa ction, there will remain several downstream players to 
whom upstream rivals can sell card processing software.  These include (i) 
card processors outside Czechia,70 given that the card processing software 
market is at least EEA -wide and (ii) customers in Cze chia and in other EEA 
countries  who are not card processors, e.g., merchant acquirers and issuers 
who also license card processing software to conduct processing in -house .  
Customers who are not card processors represent a significant percentage of 
the dem and for card processing software today, as reflected in the customer 
base of TSYS for card processing software.  Across the EEA, today, TSYS 
only provides its card processing software to two processors ( […],  […]).  The 
revenues from these licences represent less than [5-10]% of the total revenue s 
that TSYS obtained in 2019H1  from licensing its card processing software in 
the EEA ; and  
(b) Customer foreclosure is less likely when the combined entity is not an 
important customer for the upstream product.71 This is the case here, as 
Global Payments is currently not purchasing third -party card processing 
software but uses its own in -house software to process card payments  (both 
for acquiring and for issuing processing) .  
(68) As the Commission found that the combin ed entity would have no ability to 
foreclose card processing software supplie rs in the EEA, it is not necessary to assess 
in detail the incentives of the combined entity or the overall impact of the 
Transaction on competition.   
5.4.3 Conclusion  
(69) In light of the a bove considerations, the Commission concludes that the Transaction 
does not raise serious doubts as to its compatibility with the internal market as a 
result of either input or customer foreclosure on the markets for card processing 
software in the EEA (upstream) and card processing in Czechia  (downstream) . 
                                                 
68  Non-Horizontal Merger Guidelines, paragraphs 61 and 66.  
69  See Form CO, Table 6.1, based on ECB Payments data 2018 , available at 
https://www.ecb.europa.eu/stats/payment statistics/payment services/html/index.en html . 
70  Cf. Case M.8073, Advent International/Bain Capital/Setefi Services/Intesa Sanpaolo Card , 
Commission decision of 10 August 2016, paragraph 51.  
71  Non-horizontal Merger Guidelines, paragraph 61.  
 
17 6. CONCLUSION  
(70) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission