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, 5.7.2019  
C(2019 ) 5220 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M. 9357 – FIS/Worldpay  
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 28 May 2019, the European Commission received a notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by 
which Fidelity National Information Services, Inc. (“FIS”, US or the “Notifying 
Party”) will acquire sole control over Worldpay Inc. (“Worldpay”, US or “WP” or 
the “Target”). FIS and Worldpay are collectively referred to below as the “Parties” .  
1. THE PARTIES  
(2) FIS is a glob al provider of financial services technology, offering retail and 
institutional banking, payments, asset and wealth management, risk and compliance 
and outsourcing solutions.   
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2 009, the Treaty on the 
Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of 
'Community' by 'Union' and 'common market' by 'internal market'. The terminology of the TFEU will be 
used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 (3) Worldpay is a global  payments technology company, providing merchant acquiring 
services and related technology services to merchants .  
2. THE OPERATION  
(4) On 17 March 2019, FIS, Worldpay, and FIS’ wholly -owned subsidiary Wranger 
Merger Sub.  Inc. entered into a merger agreement, pursuant to which FIS would 
acquire sole control over the Targ et by way of a purchase of sh ares. The proposed 
concentration will be structured  as follows. FIS’ wholly -owned subsidiary , Wranger 
Merger Sub . Inc., will merge with Worldpay. Worldpay will be the surviving entity 
in the merger and it will continue as a wholly -owned subsidiary of FIS (the 
“Transaction”) .  
(5) The Transaction would therefore give rise to a concentration within the meaning of 
Article 3(1)(b)  of the Merger Regulation.  
3. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million  (FIS: EUR 7 132 million; Worldpay: EUR 3 324 
million) .3 Each of them has an EU -wide turnover in excess of EUR 2 50 million  (FIS: 
[Confidential] Worldpay: [Confidential] ), but none of them achieves  more than two -
thirds of their aggregate EU -wide turnover within one and the same Member State.  
(7) The Transaction therefore has an EU dimension pursuant to Article 1(2) of t he 
Merger Regulation . 
4. RELEVANT MARKETS  
(8) The Transaction combines two providers of payments technology services. The 
Parties’ activities overlap in relation to card payment systems.   
(9) Card payment systems allow a cardholder to use a card (e.g., a credit or d ebit card) 
in order to pay for a product or a service without using cash. They connect 
merchants to financial institutions to cover the whole transaction from the moment 
the client pays at the point of sale ("POS") until the moment the merchant account is 
credited.  
(10) An electronic payment transaction starts with a consumer using his/her payment card 
to purchase goods or services from a merchant. The merchant then seeks its 
merchant acquirer’s authorisation for the transaction. This authorisation request is 
initiated from the merchant’s physical card reader (a POS terminal for card -present 
transaction s) or at a virtual POS (e.g., a web -based portal which enables similar 
functionality for card -not-present transaction s).4 The authorisation request is then 
transm itted to the merchant acquirer. The merchant acquirer validates the transaction 
and forwards it onto the appropriate scheme network for authorisation. The merchant 
acquirer can carry out this step itself or outsource it to an acquiring processor .  
                                                 
3  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
4  For the purposes this decision, “POS terminals” refers to physical POS terminals and not to virtual POS.  
 
3 (11) When the card scheme receives the transaction, it determines the appropriate issuer 
and sends the transaction to the issuer for authorisation. The issuer then determines 
whether to approve the transaction based on the characterist ics of the cardholder 
account. The issuer  can carry out this step itself or outsource it to an issuer 
processor.   
(12) Finally, the transaction response (approved, declined, or other ) returns to the 
merchant. For an approved transaction, the merchant releases  the goods or services.  
(13) 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. Merchant Acquiring  
4.1.1.  Relevant Product Market Definition  
(14) Merchant acquirers offer services that enable merchants to accept card payment 
transactions by connecting them to a range of card schemes and by providing 
solutions to process card payment transactions. To offer these services, merchant 
acquire rs have to be licensed with the relevant card schemes  (e.g., Visa or 
Mastercard). In several jurisdictions, m erchant acquirers are also required to receive 
authorisation before they start offering their services . In the UK, merchant acquirers 
need to recei ve autho risation  from the Financial Conduct Authority (“FCA”) .   
(15) Merchant acquirers provide three key services: (i) merchant recruitment (i.e., signing 
up merchants and maintaining the customer relationship); (ii) underwriting 
transactions (i.e., refunding  the card scheme operator when paid goods/services are 
not delivered and the merchant cannot pay the refund itself); and (iii) merchant 
processing (i.e., providing the technology platform to connect with card schemes and 
process card transactions).   
4.1.1.1.  Previous Commission decisions  
(16) The Commission has previously defined the market for merchant acquiring services  
as separate from the relevant product markets for payment card issuing and payment 
card processing.5  
(17) The Commission has also considered  possible  segmentation s of the market for 
merchant acquiring services, based on : (a) types of payment card schemes 
(international/domestic); (b) payment card brands (e.g. MasterCard, Visa etc); (c) 
types of payment card ( credit/debit ); and (d) platform  (physical PO S terminals/ web-
enabled interfaces (e -commerce) ).6  
                                                 
5  Case M.7241 - Advent International/Bain Capital Investors/Nets Holding , recital 12 with references to 
earlier cases.  
6  Case M.7873 - Worldline/Equens/Paysquare , recitals 19 -32. This follows from the Commission’s 
previous decisions in e.g. M.7241 – Advent International/ Bain Capital Investors/Nets Holding ; Case 
M.7711 – Advent International/Bain Capital/ICBPI ; Case M.6956 – Telefonica/Caixabank/Banco 
Santander ; Case M.5241 – American Express/Fortis/Alpha Card . 
 
4 (18) In its previous decisions ,7 the Commission ultimately decided to leave open the 
precise scope of the product market definition in merchant acquiring services , since 
the transaction did not raise serious doubts as to its compatibility with the internal 
market, whatever the product market definition .   
4.1.1.2.  Notifying Party's view  
(19) The Notifying Party submits that the re is a separate market for merchant acquiring 
services, bu t it suggested it  should not be sub -segmented. Among other reasons, the 
Notifying Party recall s that merchant acquirers typically  provide merchant acquiring 
services for a range of card schemes  (domestic and international)  and no merchant 
acquirers carry out merchant acquir ing only for payments  of one card brand (e.g., for 
either Visa or Mastercard).   
(20) The Notifying Party submits that in any event, the question of whether the market 
for the merchant acquiring services should be sub -segmented by type of device can 
be left open in this case, as th e Transaction does not raise concerns under any 
plausible market delineation .  
4.1.1.3.  Commission’s assessment  
(21) The Commission’s market investigation did not provide any indications that would 
require the Commission to depart from its precedents on the relevant pro duct market 
for merchant acquiring services.   
(22) In this case, the exact relevant 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 produ ct market definitions.  
4.1.2.  Relevant Geographic Market Definition  
4.1.2.1.  Previous Commission decisions  
(23) In past decisions, t he Commission has considered the market for merchant acquiring 
to be likely  national or at most EEA -wide in scope, irrespective of the type of card, 
the card scheme or the card brand  that merchant acquiring services concern .8 The 
Commission confirmed this approach in more recent decisions, such as Advent 
International/Bain Capital/ICBPI  and Worldline/Equens/Paysquare for merchant 
acquiring servic es and all possible sub -segments  of this market  except for merchant 
acquiring services related to e -commerce payments, where the relevant market was 
found to be likely  EEA -wide .9 
                                                 
7  Case  M.8073 – Advent International/Bain Capital/Setefi Services/Intesa Sanpaolo Card , paragraph 21 and  
Case M.7950 – EGB/GP , paragraph 26 .  
8  See e.g. Case M.4316 – Atos Origin/Banksys/BCC ; Case M.5241 – American Express/Fortis/Alpha Card ; 
Case M.6956 – Telefonica/Caixabank/Banco Santander ; Case M.7241 – Adve nt International/Bain 
Capital Investors/Nets Holding . 
9  Case M.7711 – Advent International/Bain Capital /ICBPI , recital 30 (where the Commission ultimately 
left open the question regarding the market for merchant acquiring services related to e -commerce 
payments) and Case M.7873 –  Worldline/Equens/Paysquare , recital 108.  
 
5 4.1.2.2.  Notifying Party's view  
(24) The Notifying Party submits that the relevant geograph ic market for the provision of 
merchant acquiring services can be left open as no concerns arise even on the basis 
of the narrowest plausi ble geographic market definition, i.e., at national level .10 
4.1.2.3.  Commission’s assessment  
(25) The Commission’s market investigat ion did not provide any indications that would 
require the Commission to depart from its precedents on the geographic scope of the 
market for the supply of merchant acquiring services.   
(26) In any event, f or the purposes of this Decision, the exact geographic  scope of the 
market for merchant acquiring  services  can be left open, since the Transaction does 
not give rise to serious doubts as to its compatibility with the internal  market even on 
the basis of the narrowest plausible geographic market definition, i. e., at national 
level.  
4.2. Provision of POS  Terminals  and Related Services  
4.2.1.  Relevant Product Market Definition  
(27) A POS terminal is the electronic device used to process card payments at the 
merchant's location. It is a necessary element for physical card based transactions. 
POS terminals are either sold or leased  to merchants . POS terminals are supplied 
either togethe r with the merchant acquiring services or separately on a standalone 
basis. The supply  of POS terminals typically includes services contracts for related 
services ( i.e., maintenance and updates).11 The remainder of this Section will refer to 
the supply of P OS terminals as including related services.   
(28) There are different types of POS terminals: traditional POS terminals and mobile 
POS (or “mPOS”) card readers. Traditional POS terminals connect to the merchant 
acquirer ’s system  through the merchant’s fixed te lephone line or through broadband 
(via fixed cable or WiFi) or through the mobile telephone network.12 mPOS card 
readers connect to the merchant’s smartphone or tablet via Bluetooth and an app on 
that smartphone or tablet then connects to the merchant acqui rer.13   
4.2.1.1.  Previous Commission decisions  
(29) In Worldline/Equens/Paysquare , the Commission considered that the market for the 
provision of POS terminals may be distinct from the market for the provision of 
merchant acquiring service s.14 The market investigation in that case showed that 
                                                 
10  Form CO, paragraph 169.  
11  Case M.7873, Worldline/Equens/Paysquare , paragraph 55.  
12  Traditional POS terminals can be further sub -divided into two categories: integrated POS terminals and 
portable POS terminals.  Integrated POS terminals are static devices often combining a pin entry device 
(or “PED”) with a cash register.  Portable POS te rminals connect via WiFi or mobile telephone network 
can be mobile in that they can be carried around the premises by staff and they do not have to be fixed to 
the sales desk and attached via a cable.  See CMA Final Report, PayPal/iZettle , 12 June 2019, paragraph  
2.30.  See also Juniper Research, POS and MPOS Terminals: Vendor Strategies, Innovation, and Market 
Forecasts 2018 -2023, p. 10, provide as Annex 7.2 to the Form CO.  
13  See CMA Final Report, PayPal/iZettle , 12 June 2019, paragraph  2.30.  
14  Case M. 7873, Worldline/Equens/Paysquare , paragraph 68.  
 
6 several  customers procure POS terminals from a provider different from  their 
merchant acquirer. This is typically the case for large retailers, while small and 
medium -sized  enterprises (“SMEs”) appeared to opt for packaged solutions, 
including both the POS terminal and merchant acquiring services.15   
(30) In Worldline/Equens/Paysquare , the Commission ultimately left open the question  
of whether a separate market can be defined fo r POS terminals  (i.e., distinct from 
merchant acquiring services ).16   
(31) The Commission did not further consider the market for the supply of POS terminals 
by type of device or type of customer. However, the market investigation in 
Worldline/Equens/Paysquare  did indicate that POS purchasing strategies may differ 
between merchants, depending on their size.17   
4.2.1.2.  Notifying Party's view  
(32) The Notifying Party  agree s with the definition of a relevant market for the supply of 
POS terminals as separate from the relevant m arket for merchant acquiring services.  
(33) The Notifying Party also considers  a possible sub -segmentation of the market for the 
supply of POS terminals by type of device (e.g., betw een traditional POS and 
mPOS). The Notifying Party recalls the UK Competition and Markets Authority ’s 
(“CMA”) finding  in PayPal/iZettle  that in the UK , providers of traditional POS and 
mPOS compete in the same relevant market for the provision of offline card payment 
services to merchants.18 The Notifying Party submits  that in any event, the question 
of whether  the market for the supply of POS terminals should be sub -segmented by 
type of device  can be left open in this case , as t he Transaction does not raise 
concerns under any plausible market delineation.  
(34) As for a possible sub-segmentation of the market  by customer size, the Notifying 
Party  consider s three categor ies of POS terminal customers , taking into account 
CMA’s  recent PayPal/iZettle  decision and the customer categories that the Parties 
use internally :  
a) smaller merchants (in cluding all merchants with an annual total payments 
volume (“TPV”) below GBP 380  000);  
b) medium -sized  merchants (including all merchants with an annual TPV 
between GBP 380 000 and GBP 1 million ); and  
c) large merchants (including all merchants with an annual TPV exceeding GBP 
1 million).  
(35) The Notifying Party takes  the view that t here are no clear boundaries between these 
three customer segments. According to the Notifying Party, FIS and Worldpa y serve 
customers of all sizes, with  Worldpay offer ing the same POS terminal models to 
customers regardless of their size  and with its pricing for hire of  POS terminals 
being  standard across the board. The Notifying Party submit s that in any event, the 
                                                 
15  Case M.7873, Worldline/Equens/Paysquare , paragraphs 62ff.  
16  Case M.7873, Worldline/Equens/Paysquare , paragraph 69.  
17  Case M.7873, Worldline/Equens/Paysquare , paragraph  66 and fn. 37.  
18  Form CO, paragraph 127.  See also Final Report, PayPal/iZettle , 12 June 2019, paragraph  6.35.  
 
7 question of  whether the market for the supply of POS term inals should be sub -
segmented by customer size  can be left open in this case , as the Transaction does not 
raise concerns under any plausible market delineation.  
4.2.1.3.  Commission’s assessment  
(36) The Commission’s market investigation did not provide any indications t hat would 
require the Commission to depart from its precedents on the market for the supply of 
POS terminals.   
(37) In particular, none  of the respondents to the Commission’s market investigation took  
a clear position as to whether a possible relevant market f or the supply of POS 
terminals should be sub -segmented further by type of POS device or based on the 
size of the POS terminal customers.   
(38) In any event, the exact product market definition can be left open , since the 
Transaction does not give rise to serio us doubts as to its compatibility with the 
internal  market under any plausible product market definitions.  
4.2.2.  Relevant Geographic Market Definition  
4.2.2.1.  Previous Commission decisions  
(39) In Worldline/Equens/Paysquare , the Commission considered there were strong 
indic ations that the relevant geographic market for the supply of POS terminals 
should be national, or at least regional. Nevertheless, on the basis of the results of the 
market investigation in that case , the Commission left open the question of whether 
the re levant geographic market should be defined at national or broader level .19  
4.2.2.2.  Notifying Party's view  
(40) The Notifying Party submit s that the relevant geographic market for the supply  of 
POS terminals can be left open, as no concerns arise even on the basis of the 
narrowest plausible geographic market definition, i.e. , at national level .20 
4.2.2.3.  Commission’s assessment  
(41) For the purposes of this Decision, the exact geographic scope  of the market for the 
supply of POS terminals  can be left open, since the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market even on the basis of 
the narrowest plausible geographic market definition, i.e., at  national level . 
4.3. Independent Service Organisation Services  
4.3.1.  Relevant Product Market Definition  
(42) As explained above, one of the key services of merchant acquirers is merchant 
recruitment.21 Merchant acquirers often outsource this service to third parties, whic h 
are called Independent Service Or ganisation s (“ISOs”) . A merchant acquirer may 
use one or more ISOs to recruit  merchants.  Sometimes, merchant acquirers use ISOs 
                                                 
19  Case M.7873, Worldline/Equens/Paysquare , paragraphs 128 -134.  
20  Form CO, paragraph  143. 
 
8 while  they also recruit merchants directly themselves. T he contractual relationship 
for the p rovision of merchant acquiring services remains between the merchant and 
the merchant acquirer. ISO s have a contractual relationship with and are  
remunerated by the merchant acquirer – not the merchant directly.    
(43) The ISO does not play any role in the unde rwriting, processing or settlement of the 
payment transaction. Unlike merchant acquirers, ISOs do not need to be licensed 
with card schemes22 like Visa or Mastercard. They also do not need to be authori sed 
by public authorities, including the FCA in the UK.23  
4.3.1.1.  Previous Commission decisions  
(44) The Commission has not previously analysed the relevant product market for the 
provision of ISO services  in relation to merchant acquiring.  
4.3.1.2.  Notifying Party's view  
(45) The Notifying Party submits that the market for the provisi on of ISO services should 
not be further sub -segmented by the type of merchant acquiring  services  a merchant 
signs up for , as described in paragraph (17) above . All ISOs are able to serve all 
merchant acquirers, irrespective of the exact type and content  of services that the 
merchant acquirers  offer.24  
4.3.1.3.  Commission’s assessment  
(46) The question of whether ISO  services  have to be sub -segmented by type of 
associated merchant a cquiring services can be left open . The Transaction does not 
give rise to serious doubts as to its compatibility with the internal market under any 
plausible product market definition .  
4.3.2.  Relevant Geographic Market Definition  
4.3.2.1.  Previous Commission decisions  
(47) The Commission has not previously analysed the geographic market for ISO 
services related to merchant acquiring.  
4.3.2.2.  Notifying Party's view  
(48) The Notifying Party submits that the relevant geographic market can be left open, as 
the Transaction does not raise comp etition concerns even on the narrowest plausible 
geographic market definition, i.e., at national  level .25 
4.3.2.3.  Commission’s assessment  
                                                                                                                                                      
21  See recital (15) above.  
22  Card schemes typically require their licensed merchant acquirers to register the ISOs they use with the 
card scheme.   
23  Form CO, paragraph 82.  
24  Form CO, paragraphs 162 and 163.  
25  Form CO, paragraph  169. 
 
9 (49) For the purposes of this Decision, the exact geographic scope of the market for the 
provision of ISO services can be left open,  since the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market even on the narrowest 
plausible  geographic market definition , i.e., at national level.  
4.4. Payment Terminal Testing Solutions  
4.4.1.  Relevant Product Market  Definition  
(50) A merchant acquirer needs tools to test and validate its payment technology and 
processing capabilities. These are payment terminal testing solutions (“PTTS”).  
PTTS  are software productivity tools, which  simulate a virtual transaction with a 
merchant using the software and the equipment of the merc hant acquirer. A virtual 
transaction that goes through successfully confirms that the solution of the merchant 
acquirer works without problems.  PTTS offer an automated testing service that  
historicall y had to be undertaken manually.  
4.4.1.1.  Previous Commission decisions  
(51) The Commission has not previously analysed the relevant product market for the 
provision of PTTS  to merchant acquirers and other users . 
4.4.1.2.  Notifying Party's view  
(52) The Notifying Party submits that the market for PTTS should include not only the 
tools offered to merchant acquirers but also to other customers, such as POS 
manufacturers and card scheme operators. According to the Notifying Party, t he 
underlying technology and functionality is very simi lar for providing PTTS across 
these three customer groups , and  many providers of PTTS (e.g., UL, Iliad Solutions, 
FIME Testing and Certification, and Galitt) offer their services to all three customer 
groups.  
4.4.1.3.  Commission’s assessment  
(53) The question  of whethe r there is a separate market for PTTS to merchant acquirers 
or whether the market includes PTTS to merchant acquirers, card scheme operators, 
and POS manufacturers can be let open. The Transaction does not give rise to 
serious doubts as to its compatibilit y with the internal market under any plausible 
product market definition . 
4.4.2.  Relevant Geographic Market Definition  
4.4.2.1.  Previous Commission decisions  
(54) The Commission has not previously analysed the geographic market for PTTS, 
including related to merchant acquiring.  
4.4.2.2.  Notifying Party's view  
(55) The Notifying Party submits that the relevant market for the provision of PTTS is 
likely  to be  at least EEA -wide if not worldwide, as merchant acquirers can obtain 
such solutions from businesses located worldwide. However,  the Notifying Party 
submits that the relevant geographic market definition can be left open as no 
 
10 concerns arise even on the basis of the narrowest plausible market definition, i.e. at 
national  level .26 
4.4.2.3.  Commission’s assessment  
(56) For the purposes of this Deci sion, the exact geographic scope of the market for the 
provision of PTTS can be left open, since the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market even on the narrowest 
plausible geographic market definit ion, i.e., at national level.  
5. COMPETITIVE ASSESSMEN T 
5.1. Introduction  
(57) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing whether 
they would significantly impede effective competition in the internal market or in a 
substantial part of it , in particular, as a result of the creation or strengthening of a 
dominant position .  
(58) A merger giving rise to 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 reduc tion of competitive pressure on the remaining competitors, may also result in 
a significant impediment to effective competition, even in the absence of 
dominance.27 
(59) In fact, the Commission Guidelines on the assessment of horizontal mergers under 
the Merger Regulation (the “H orizontal Merger Guidelines”)28 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 consequen tly have increased market 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 m erging 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. ”29 
(60) The Horizontal Merger Guidelines list a number of factors whic h 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 s witch suppliers, or 
                                                 
26  Form CO, paragraphs 186 and 187.  
27  Horizontal Merger Guidelines, paragraph 25.  
28  OJ C 31, 5.2.2004, p. 5.  
29  Horizontal Merger Guidelines, paragraph 24.  
 
11 the fact that the merger would eliminate an important competitive force.30 That list 
of factors applies equally regardless of whether a merger would create or strengthen 
a dominant position, or would otherwise significantly impede effect ive 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.31  
(61) Finally, 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 eff iciencies.  
(62) 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 
effectiv e competition, namely input foreclosure and customer foreclosure.32  
(63) For a transaction to raise input foreclosure competition concerns, the merged entity 
must have a significant degree of market power upstream.33 In assessing the 
likelihood of an anticompeti tive input foreclosure strategy, 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 wou ld have a significant detrimental effect on 
competition downstream.34  
(64) 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.35 In assessing the likelihood of an anticompetitive customer 
foreclosur e 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 have the incentive to do so; 
and (iii) whether a foreclosure strategy would have a significant detrimental effect 
on consumers in the downstream market.36  
5.2. Overview of Affected Markets  
(65) Both FIS and Worldpay supply POS terminals to merchants in the UK. The 
Proposed Transaction gives rise to a horizontally affected m arket  regarding the 
supply of POS terminals in the UK.   
(66) In addition, FIS offers ISO services and PTTS to merchant acquirers in the UK. 
Worldpay is active in merchant acquiring in the UK. The Transaction gives rise to 
affected markets regarding the following vertical links  in the UK : (i) ISO services 
                                                 
30  Horizontal Merger Guidelines, paragraphs 27 and following.  
31  Horizontal Merger Guidelines, paragraphs 24 -38. 
32  OJ L 24, 29.1.2004, p. 1.  
33  Non-horizontal Merger Guidelines, paragraph 35.  
34  Non-horizontal Merger Guidelines, paragraph 32.  
35  Non-horizontal Merger Guidelines, paragraph 61.  
36  Non-horizontal Merger Guidelines,  paragraph 59.  
 
12 (upstream) and merchant acquiring services (downstream) , and (ii) PTTS (upstrea m) 
and merchant acquiring services (downstream).37  
5.3. Supply of POS Terminals in the UK   
(67) FIS offers traditional POS termin als to merchants in the UK (not mPOS). FIS does 
not offer merchant acquiring services in the UK. It providers POS terminals (and 
related services) that are merchant  acquirer  agnostic, which means that m erchants 
can use POS terminals supplied by FIS with their chosen third -party merchant 
acquirer. FIS is responsible for supplying the POS terminal (with associated 
software) and for providing maintenance and/or sup port services for the POS 
terminals. FIS does not manufacture the POS terminals it supplies to merchants. 
Rather, it sources them from Verifone and Ingenico.  
(68) Worldpay offers traditional POS and mPOS terminals to merchants in the UK. 
Worldpay supplies POS terminals only to merchants for which it carries out 
merchant acquirer services. Worldpay does not manufacture the POS terminals it 
supplies to merchants. Rather, it sources them from Verifone, Ingenico, and Mi ura.   
(69) The market for the supply of POS terminals in the UK is only affected based on the 
number of new POS terminals supplied in the country in 2018. As shown in Table 1 
below, taking into account the installed base of POS terminals in the UK as of 2018, 
the Transaction would not result in an affected market in this relevant market.   
Table 1 – Supply of POS terminals in the UK by number of POS (2018)  
Metric  Total 
Market 
Size 
(000 
POS)  FIS Worldpay  Combined  
(000 POS)  (%)  (000 POS)  (%) (000 POS)  (%) 
Installed 
Base  2,671  [Confidential ] [0-5]% [Conf idential] [10-
20]% [Confidential ] [10-
20]% 
New POS 
Supplied  720 [Confidential ] [0-5]% [Confidential ] [20-
30]% [Confidential ] [20-
30]% 
Source: Form CO  
 
(70) The Transaction does not give rise to serious doubts as to its compatibility with the 
internal market regarding a possible market for the supply of POS terminals in the 
UK for the following reasons.   
(71) First, following the Transaction, the combined entity w ould have a share of [20-
30]% in this market (in terms of new POS terminals supplied). In terms of all POS 
terminals installed in the UK in 2018, the combined entity would only have a share 
of [10-20]%. According to the Horizontal Merger Guidelines ,38 combined market 
shares below 25% may indicate that the concentration is not likely to impede 
effective competition.   
                                                 
37  The Transaction results in these vertically affected markets, as Worldpay’s share exceeds 30% in 
merchant acquiring services in the UK. See paragraph (83)(a) below.  
38  Horizontal Merger Guidelines, paragraph 18.  
 
13 (72) Second, the share increment contributed by FIS remains below [0-5]%, regardless of 
the metric used for the estimation of market shares in  the relevant market. In terms 
of new POS terminals supplied, the HHI delta would be below 75, which again is 
unlikely to indicate competition concerns .39   
(73) Third, the combined entity will continue to face competition constraints by at least 
10 competitors including POS terminal manufacturers (such as Ingenico and 
Verifone), merchant acquirers (such as Barclaycard and Global Payments), payments 
facilitators (such as PayPal/iZettle and Square), ISO providers (such as 
Paymentsense and Retail Merchant Services) , and independent software vendors 
(such as Shopkeep and Lightspeed). Third party reports suggest that there have been 
at least 15 new entrants40 that started offering POS terminals in the EEA in the past 5 
years.41 Many of these suppliers provide both tradi tional and mPOS in the UK, such 
as First Data, YouTransactor, Datecs, Feitian Tech, and BBPOS.   
(74) Fourth, the Parties are not each other’s closest competitors. FIS supplies merchant 
acquirer agnostic POS terminals on a standalone basis . In contrast, Worldpay offers 
POS terminals only to merchants that are using its merchant acquiring services. In 
this sense , Worldpay competes more closely (not with FIS but) with merchant 
acquirers who offer POS terminals, such as Ba rclaycard and Global Payments. 
Moreo ver, each of FIS and Worldpay focus on different customer segments. 
Approximately [70-80]% of POS terminals installed by Worldpay are provided to 
small and medium -sized merchants, while [the majority]  of FIS’ installed base at the 
end of 2018 were provided  to large merchants  with multiple retail branches .42  
(75) Fifth , the vast majority of respondents in the  market investigation did not raise any  
competition concerns in relation to the proposed Transaction in a possible market for 
the supply of POS termin als in the UK.43  
                                                 
39  Horizontal Merger Guidelines, paragraph 19.  
40  Namely, UIC (2014); YouTransactor, Nayax, NewNote, FlyPOS (2015); Datecs, Centerm, Telepower 
Comm, Vanstone, Feitian Tech, BBPOS, and WizarPOS (2016); and Newland, Dspread Tech, Sunyard 
Tech, and First Data (2017).  
41  See Nilson Report 1043, June 2014 (provided as Annex 8.2.a to the Form CO); Nils on Report 1067, July 
2015 (provided as Annex 8.2.b to the Form CO); Nilson Report 1095, September 2016 (provided as 
Annex 8.2.c to the Form CO); Nilson Report 1114, July 2017 (provided as Annex 8.2.d to the Form CO).  
42  Form CO, paragraphs 231 -233.  
43  In the market investigation, only one customer expressed the concern that post -Transaction the combined 
entity could bundle in the UK (i) FIS -legacy POS terminals and associated payment processing services 
and (ii) Worldpay -legacy merchant acquiring services.  According to this customer,  merchants (in 
particular large retailers) today benefit  from the flexibility of FIS’ standalone merchant acquirer agnostic 
POS offering (which includes Verifone and/or Ingenico hardware ). Accordin g to the same customer, a 
merchant that sources today POS terminals from FIS could possibly consider switching to the combined 
entity’s merchant acquiring services . In that sense, the respondent suggested that in the long run , the 
proposed Transaction could foreclose ri vals of the combined entity in merchant acquiring services in the 
UK ( Minutes of call with customer, 17 June 2019, paragraph 8). The Commission takes the view that it is 
unlikely that the combined entity would have the ability to foreclose  competitors  in m erchant acquiring 
services in the UK, by leveraging FIS’ minimal position in POS terminals in the UK. First,  post-
Transaction , the combined entity could leverage only FIS’ standalone offering of POS terminals, because 
Worldpay already today supplies POS te rminals only to merchants for which it carries out merchant 
acquirer services.   FIS’ standalone offering of POS terminals represents less than [0 -5]% of the relevant 
market in the UK. Second, the vast majority of  respondents to the market investigation did not submit  that 
FIS’ POS terminals have a “ must have ” status. Third, rival merchant acquirers could deploy effective and 
timely counter -strategies, offering their services together with POS hardware from either Verifone or 
 
 
14 (76) The Transaction also does not give rise to serious doubts as to its compatibility with 
the internal market, even if the supply of POS terminals in the UK were to be sub -
segmented by type of POS device. In this context, the activities of the Parti es would 
overlap only in traditional POS, given that FIS does not supply mPOS. In a possible 
market for the supply of traditional POS terminals in the UK, the combined entity 
would have a share of less than [20 -30]% and the share increment of FIS wou ld 
remain low, namely  below [0-5]%.44 The combined entity will continue to face 
competition by several suppliers of traditional POS terminals, such as Verifone, 
Ingenico, Barclaycard, and Global Payments. The market investigation did not reveal 
any substantiat ed competition concerns in relation to the proposed Transaction in a 
possible market for the supply of traditional POS terminals in the UK.  
(77) Finally, the Transaction does not give rise to serious doubts as to its compatibility 
with the internal market, eve n if the supply of POS terminals in the UK were to be 
sub-segmented by customer size.   
a) In a possible market for  the provision of POS terminals to  smaller customers  
in the UK , the Parties confirmed that their combined market share would not 
exceed [30-40]% (based on the number of merchants served).45 The share 
increment contributed by FIS would re main very low, i.e., less than [0 -5]%. 
Post-Transaction, the combined entity will likely face  competition by at least 
five competitors (Barclaycard, PayPal/iZettle,  Global Payments, Elavon, and 
First Data), each holding a share of 5% or more. T he combined entity will 
face strong competition in this space in particular from mPOS terminals 
suppliers (PayPal/iZettle, Square, SumUp) who are specifically targeting  
smaller merchants.46 The market investigation did not reveal any competition 
concerns in relation to the Transaction in a possible market for the supply of 
POS terminals to smaller merchants in the UK.   
b) In a possible market for the provision of POS termin als to medium -sized  
customers in the U K, the combined entity would hold a share of less than 
[20-30]% and the share increment contributed by FIS will remain low (less 
than [0-5]%).  In this possible segment, the merged entity will continue 
facing strong competition from several players, including POS terminal 
manufacturers (such as Ingenico and Verifone), merchant acquirers (such as 
Barclaycard and Global Payments), ISO providers (such as Paymentsense  
and Retail Merchant Services), and independent software vendors (such as 
Shopkeep and Lightspeed) .47 The market investigation did not reveal any 
competition concerns in relation to the Transaction in a possible market for 
the supply of POS terminals to medium-sized  merchants in the UK.  
                                                                                                                                                      
Ingenico. According to the Notif ying Party, merchant acquirers like Barclaycard and Global Payments 
offer POS terminals from both Verifone and Ingenico. Post -Transaction, merchants could turn to one of 
these providers to counter a possible bundling strategy from the combined entity.   This conclusion would  
not change , if the relevant market for POS terminals in the UK was further sub -segmented by type of 
device or type of customer , because the position of the combined entity would not be significantly 
different in any of the narrower ma rket segments , as explained  in paragraphs (76)-(77) below.  
44  Notifying P arty’s reply to RFI 5, 28 June 2019, reply to question 3.  
45  Form CO, paragraph 240.  
46  Final Report, PayPal/iZettle , 12 June 2019, paragraphs 8.5 and 8.15 . 
47  Notifying Party’s reply to RFI 5, 28 June 2019, reply to questions 1 -2. 
 
15 c) In a possible market for the provision of POS terminals to large customers in 
the UK, the combined entity would hold a share of less than [20-30]% and 
the share increment contributed by FIS will remain low , namely less than [0-
5]%. In this possible segment, the merged entity will continue to face  strong 
competition from several players, including POS terminal manufacturers 
(such as Ingenico and Verifone), merchant acquirers (such as Barclaycard 
and Global Payments), ISO provid ers (such as Paymentsense and Retail 
Merchant Services), and independent software vendors (such as Shopkeep 
and Lightspeed) .48 In particular, Verifone and Ingenico will likely exert 
strong competitive constraints on the merged entity in this space, as they 
supply POS terminals on a standalone basis and large retailers often buy the 
POS terminal separately from the merchant acquiring services.49 The market 
investigation did not reveal any competition concerns in relati on to the 
Transaction in a possible market for the supply of POS terminals to large  
merchants in the UK.  
(78) In light of the above  considerations supported by evidence collected over the course 
of the market investigation , the Commission concludes that the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market as regards 
its impact on competition in  the possible market for the supply of POS terminals in 
the UK (and its plausible sub -segmentations in terms of type of de vice and size of 
customer).   
5.4. ISO Services in the UK  (upstream) – Merchant Acquiring Services  in the UK  
(downstream)  
(79) FIS offers ISO services in the UK only to  one merchant acquirer, Elavon , on a non -
exclusive basis . On top of recruiting merchants directly, Elavon is using at least one 
ISO other than FIS, namely, Retail Merchant Services. As Worldpay offers merchant 
acquiring services in the UK , a vertical link arises between the markets for ISO 
services in the UK (up stream) and merchant acquiring services in the UK 
(downstream) .  
5.4.1.  Input Foreclosure  
(80) 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 
merchant a cquiring by restricting  access to its ISO serv ices for the following 
reasons.  
a) Input foreclosure may raise competition problems when it is essential for the 
downstream product, e.g.,  when that product could not be manufactured or 
effectively sold on the ma rket without the input.50 Based on the market 
investigation, today  ISO services do not seem to be essential for merchant 
acquirers to enter and succeed in the  UK market . Merchant acquirers can sign 
up merchants and maintain the customer relationships as an in -house activity, 
instead of outsourcing it to an ISO.   
                                                 
48  Minutes of call with customer, 17 June 2019, paragraph 8  and Notifying Party’s reply to RFI 5, 28 June 
2019, reply to questions 1 -2.  
49  Case M.7873, Worldline/Equens/Paysquare , paragraph 66.   
50  Non-horizontal Merger Guidelines, paragraph 34.   
 
16 b) For input foreclosure to be a concern, the combined firm must have a 
significant degree of market power in the upstream market.51  However, FIS 
has a very limited position in ISO services in the UK. FIS only offers ISO 
services to one merchant acquirer in the UK, Elavon. Elavon does not rely 
significantly on FIS for merchant recruitment. Merchants recruited by  FIS 
represent approximately [a very small proportion]  of Elavon’s customer base 
(in terms of transaction volume) and [a very small proportion]  (in terms of 
value).52 In addition to recruiting merchants directly, Elavon is using at least 
one ISO other than FIS,  namely Retail Merchant Services, which has 
recruited approximately five times more merchants for Elavon than FIS has.53 
c) The merged entity would have the ability to foreclose downstream 
competitors if , by reducing access to its own upstream products and services, 
it could negatively affect the ov erall availability of inputs in the market.54  
Yet, FIS only holds a share of less of [0-5]% (by value of transactions) and 
[0-5]% (by transaction volume) in ISO  services in the UK. There are much 
larger players in ISO services in the UK, including Paymentsense, Payment 
Merchant Services, Handepay, Payzone, and Retail Merchant  Services. These 
five players account for 66% of merchants recruited via ISOs in the UK.55 In 
the course of the Commission’s market investigation, one merchant acquirer 
stated th at it had not even been aware that FIS provided ISO services in the 
UK.56 Post-Transaction, Elavon and other merchant acquirers could switch to 
one of these alternative suppliers of ISO services, assuming the combined 
entity were to restrict  access to its own ISO services.57 
d) When assessing input foreclosure, the Commission considers wheth er there 
are effective and timely counter -strategies that downstream rivals can deploy 
e.g., to be less reliant on the input.58 In this case, downstream rivals could 
counter any attempt of the combined entity to restrict access to ISO services 
by recruiting more merchants directly, i.e., making more use of  their in -house 
sales force.  
(81) None of the respondents in the Commission’s market investigat ion raised concerns 
regarding foreclosure of access  to ISO services that could exclude  merchant acquirer 
rivals of the combined entity.  
(82) As the Commission found that the combined entity would have no ability to 
foreclose merchant acquirers in the UK, it is not necessary to assess in detail whether 
                                                 
51  Non-horizontal Merger G uidelines, paragraph 35.   
52  Estimated based on Form CO, paragraphs 252, 258, and 336.  
53  Form CO, paragraph 336.  
54  Non-horizontal Merger Guidelines, paragraph 36.  
55  Form CO, paragraph 335.  
56  Minutes of call with competitor, 24 May 2019, paragraph 1 0. 
57  This conclusion would not change, if the relevant market for ISO services were to be sub -segmented by 
the type of merchant acquiring services a merchant signs up for, as described in paragraph (17) above.   
According to the Notifying Party, all ISOs are able to serve all types of merchant acquirers in the UK.  
This means  merchant acquirers could switch to any of the alternative suppliers of ISO services in the UK, 
if the combined entity decided to restrict access to ISO services for merchant acquiring services 
concerning a specific type of card scheme ; payment card brand ; payment card  type; or platform .  
58  Non-horizontal Merger Guidelines, paragraph 39.  
 
17 there is an incentive to foreclose or the overall impact of the transaction on 
competition.   
5.4.2.  Customer Foreclosure  
(83) The Transaction is unlikely to give rise to customer  foreclosure concerns . The 
combined entity would not have the ability to foreclose its up stream competitors in 
ISO services by foreclosing access to a significant customer base  for the following 
reasons.   
a) When assessing customer foreclosure , the Commission examines whet her 
there are sufficient economic alternatives in the downstream market fo r the 
upstream rivals to sell their output  to.59 Worldpay’s share in merchant 
acquiring services in the UK is [30-40]% (by value of transactions) and [30-
40]% (by transaction volume).60 While Worldpay is the leading player in 
merchant acquiring in the UK today, post -Transaction the merged entity will 
face strong competition from several players, includi ng Barclaycard ([20 -
30]% by value of transactions and [20 -30]% by volume of tr ansactio ns), 
Global Payments ([10 -20]% by value of transact ions and [10 -20]% by 
transaction volume), Cardnet ( [10-20]% by value of transactions and [5 -10]% 
by transaction volume) , Elavon and First Data (each [5-10]% both by value 
of transactions and by transaction  volume), and others.  Post-Transaction, 
ISOs will be able to continue offering services to each of these players and 
also to the many new merchant acquirers that regularly ent er the market in 
the UK.61  
                                                 
59  Non-horizontal Merger Guidelines, paragraph 61.  
60  The Parties confirmed that Worldpay’s position would not be significantly different  in any of the potential 
narrowe r sub -segments of merchant acquiring described in paragraph (16) above. For the purposes of this 
decision, therefore, all these potential sub -segment s will be assessed together. Worldpay’s share does not 
exceed [40-50]% in possible UK markets for merchant acquiring services related to international card 
schemes, for merchant acquiring services related to domestic card schemes, for merchant acquiring 
services related to Visa cards, for merchant acquiring services related to Mastercard cards. In a possible 
market for merchant acquiring services related to debit cards, Worldpay’s share in the UK is [30 -40]% (by 
value of transactions) and [30 -40]% (by trans action volume).  In a possible market for merchant acquiring 
services related to credit cards, Worldpay’s share in the UK is [30 -40]% (by value of transactions) and 
[40-50]% (by transaction volume). Finally, in a possible market for merchant acquiring serv ices for 
payments through POS terminals, Worldpay’s share in the UK is [30 -40]% (by value of transac tions) and 
[30-40]% (by transaction volume) and in a possible market for merchant acquiring services for payments 
through  web-enabled interfaces, Wor ldpay holds [20 -30]% (by value of transactions) and [30 -40]% (by 
transaction volume). Source: Form CO, Annex 7.7. In all of these market segments, a sufficiently  large 
customer base will remain that is likely to turn to independent suppliers for ISO services, if  the combined 
entity restricted access to its ISO offering.   
61  See paragraph (73) above.  
 
18 Table 2 – Suppliers of merchant acquiring in the UK (2018)  
Merchant 
acquirer  Value  Volume  
Value of 
Transactions 
(million EUR)  Market share 
(%) Transaction 
Volume (million 
transactions)  Market share 
(%) 
Worldpay  [Confidentia l] [30-40]% [Confidentia l] [30-40]% 
Barclaycard  [Confidentia l] [20-30]% [Confidentia l] [20-30]% 
Global Payments  [Confidentia l] [10-20]% [Confidentia l] [10-20]% 
Cardnet (Lloyds)  [Confidentia l] [10-20]% [Confidentia l] [5-10]% 
Elavon  [Confidentia l] [5-10]% [Confidentia l] [5-10]% 
First Data  [Confidentia l] [5-10]% [Confidentia l] [5-10]% 
Others  [Confidentia l] [5-10]% [Confidentia l] [5-10]% 
Total  827 228  100%  18 308  100%  
Source: Form CO62 
 
b) Customer foreclosure is less likely when the combined entity is not an 
impor tant customer for the upstream product.63 Worldpay makes only limited 
use of ISO services  today . Merchants recruited by ISOs on behalf of  
Worldpay accounted for approximately [0-5]% of Worldpay’s transactions by 
value and [0-5]% of its transactions by volume in 2018 . Merchants recruited 
by ISOs for Worldpay represented only [10-20]% of the total value of 
transactions involvi ng ISO-recruited merchants in the UK in 2018.64 
(84) Nor would the combined entity have an incentive to foreclose upstream rivals by 
discontinuing its pur chases of ISO services. The market investigation suggested that 
merchant acquirers typically use more than one ISOs to maximi se their opportunities 
for merchant recruitment. For example, this is the case with Worldpay, Elavon, and 
other merchant acquirers  today.65 Post-Transaction, the combined entity would have 
the incentive to continue working  with several third -party ISOs to make sure its 
customer reach is as broad as possible.  
(85) None of the respondents in the Commission’s market investigation raised concerns 
regarding foreclosure of access to the downstream market of merchant acquiri ng for 
upstream ISO rivals of the combined entity.  
(86) As the Commission found that the combined entity would have no ability to 
foreclose ISO rivals in the UK, it is not nec essary to assess in detail whether there is 
an incentive to foreclose or the overall impact of the transaction on competition.   
5.4.3.  Conclusion  
(87) In light of the above considerations and the evidence collected in the course of the 
Commission’s market investigat ion, the Commission concludes that the Transaction 
does not raise serious doubts as to its compatibility with the internal market as a 
                                                 
62  All EUR figures converted from GBP using the ECB’s aver age exchange rate for 2018.  
63  Non-horizontal Merger Guidelines, paragraph 61.  
64  Form CO, paragraphs 250 and 340.  
65  Regarding Worldpay and Elavon, see Form CO, paragraphs 341 and 336, respectively.  Source r egarding 
other merchant acquirers : minutes of call with competitor , 24 May 2019, paragraph 10.  
 
19 result of either input or customer foreclosure on the markets for ISO and merchant 
acquiring services in the UK.  
5.5. PTTS in the UK (upstream) – Merchant Acquiring Services in the UK 
(downstream)  
(88) In the UK, FIS offers PTTS  [Business Secret] , which is active in the market for 
merchant acquiring. Worldpay  also sources PTT S from [Business Secret] . A vertical 
link arises between the markets for PTTS in the UK (upstream) and  merchant 
acquiring services in the UK (downstream).  
5.5.1.  Input Foreclosure  
(89) The Transaction is unlikely to give rise to input foreclosure concerns. The combined 
entity would not have th e ability to foreclose its downstream competitors in 
merchant acquiring by restricting access to PTTS for the following r easons:  
a) The combined entity will not hold a significant degree of market power in the 
upstream market of PTTS in the UK .66  FIS holds  a market share that is less  
than 5% in  the narrowest possible market for  PTTS to merchant acquirers in 
the UK .67 With such a limited position in the upstream market , the combined 
entity would have no ability to foreclose its downstream competitors.    
b) The c ombined entity would not be in a position to affect the overall 
availabil ity of PTTS in the UK market post -Transaction .68 Today , FIS does 
not supply  [Business Secret]  in the UK . In the course of the Commission’s 
market investigation, one merchant acquirer stated that it had not even been 
aware that FIS provided PTTS  in the UK.69  Post-Transaction, downstream 
competitors could continue purchasing PTTS from the same source as they 
do today, in case the combined entity were to decide to restrict access to its 
PTTS.  
(90) None of the resp ondents in the Commission’s market investigation raised concerns 
regarding foreclosure of access to PTTS  that could exclude merchant acquirer rivals 
of the combined entity.  
(91) As the Commission found that the combined entity would have no ability to 
foreclose merchant acquirers in the UK, it is not necessary to assess in detail whether 
there is an incentive to foreclose or the overall impact of the transaction on 
competition.  
                                                 
66  Non-horizontal Merger Guidelines, paragraph 35.   
67  Based on the value of services provided . 
68  Non-horizontal Merger Guidelines, paragraph 36.  
69  Minutes of call with competitor , 24 May 2019, paragraph 13. 
 
20 5.5.2.  Customer Foreclosure  
(92) 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 
PTTS  by foreclosing access to a significant customer ba se for the following reasons :   
a) As shown in Table 2 above, Worldpay faces significant competition in the 
market for merchant acquiring services in the  UK by at least five rivals  with 
shares exceeding 5% . Post -Transaction, PTTS providers  will be able to 
continue offering services to each of these players and also to the many new 
merchant acquirers that regularly enter the market in the UK.70 
b) 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 product post-merger .71 
Merchant acquirers are not the o nly purchasers of PTTS. The Notifying Party 
estimates that in 2018 in the UK, merchant acquirers represent ed 
approximately 30 -40% of the total demand for PTTS.72 POS manufacturers 
and card scheme operat ors also buy PTTS and according to the Notifying 
Party, they represented approximately 30 -50% of the demand for PTTS in the 
UK in 2018. Post -Transaction, upstream rivals  could  compete to supply 
PTTS  to card scheme operators and POS manufacturers, assuming  the 
combined entity were to stop purchasing these services from third parties .73 
(93) None of the respondents in the Commission’s market investigation raised concerns 
regarding foreclosure of access to the downstream market of merchant acquiring for 
upstream PTTS rivals of the combined entity.  
(94) As the Commission found that the combined entity would have no ability to 
foreclose PTTS suppliers in the UK, it is not necessary to assess in detail whether 
there is an incentive to foreclose or the overall impact of the transaction on 
competition.  
5.5.3.  Conclusion  
(95) In light of the above considerations and the evidence collected in the course of the 
Commission’s market investigation, 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 o n the markets for PTTS  and merchant 
acquiring services in the UK.  
  
                                                 
70  See paragraph (73) above.  
71  Non-horizontal Merger Guidelines, paragraph 61 and 66.  
72  See Notifying Party’s reply to RFI 4, question 2.  
73  This conclusion stands irrespective of whether there is a separate market for PTTS to merchant acquirers 
or whether the market includes PTTS to merchant acquirers, card scheme operators, and POS 
manufacturers.  
 
21 6. CONCLUSION  
(96) For the above reasons, the European Commission has decided not to oppose the 
notifie d 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 V ESTAGER  
Member of the Commission