CELEX: 32019M9357
Language: en
Date: 2019-07-05 00:00:00
Title: Commission Decision of 05/07/2019 declaring a concentration to be compatible with the common market (Case No COMP/M.9357 - FIS / WORLDPAY) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                               Brussels, 5.7.2019
                                                               C(2019) 5220 final
                                                                                 PUBLIC VERSION
                                                                 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                                                                 information omitted has been replaced by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.
                                                               To the notifying party
Subject:            Case M.9357 – FIS/Worldpay
                    Commission decision pursuant to Article 6(1)(b) of Council Regulation
                                     1
                    No 139/2004 and Article 57 of the Agreement on the European Economic
                           2
                    Area
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 global 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 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 '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').
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.
 ---pagebreak--- (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 Target by way of a purchase of shares. 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 250 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 the
        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 debit 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
        transactions) or at a virtual POS (e.g., a web-based portal which enables similar
        functionality for card-not-present transactions).4 The authorisation request is then
        transmitted 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.
                                                          2
 ---pagebreak--- (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 characteristics 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
         acquirers have to be licensed with the relevant card schemes (e.g., Visa or
         Mastercard). In several jurisdictions, merchant acquirers are also required to receive
         authorisation before they start offering their services. In the UK, merchant acquirers
         need to receive authorisation 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 segmentations 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 POS 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.
                                                      3
 ---pagebreak--- (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 there is a separate market for merchant acquiring
         services, but it suggested it should not be sub-segmented. Among other reasons, the
         Notifying Party recalls that merchant acquirers typically provide merchant acquiring
         services for a range of card schemes (domestic and international) and no merchant
         acquirers carry out merchant acquiring 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 the 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 product 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 product market definitions.
4.1.2. Relevant Geographic Market Definition
4.1.2.1.         Previous Commission decisions
(23)     In past decisions, the 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 services 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 – Advent 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.
                                                       4
 ---pagebreak--- 4.1.2.2.          Notifying Party's view
(24)     The Notifying Party submits that the relevant geographic market for the provision of
         merchant acquiring services can be left open as no concerns arise even on the basis
         of the narrowest plausible geographic market definition, i.e., at national level.10
4.1.2.3.          Commission’s assessment
(25)     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 the supply of merchant acquiring services.
(26)     In any event, for 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 together 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 POS 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 telephone 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 acquirer.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 services.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 terminals 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.
                                                          5
 ---pagebreak---         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 for 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 agrees with the definition of a relevant market for the supply of
        POS terminals as separate from the relevant market 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., between 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 the 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 considers three categories 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 (including 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 there are no clear boundaries between these
        three customer segments. According to the Notifying Party, FIS and Worldpay serve
        customers of all sizes, with Worldpay offering 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 submits 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.
                                                     6
 ---pagebreak---         question of whether the market for the supply of POS terminals 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 that 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 for 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 serious 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
        indications 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 relevant geographic market should be defined at national or broader level.19
4.2.2.2.         Notifying Party's view
(40)    The Notifying Party submits 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, which
        are called Independent Service Organisations (“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.
                                                     7
 ---pagebreak---         while they also recruit merchants directly themselves. The contractual relationship
        for the provision of merchant acquiring services remains between the merchant and
        the merchant acquirer. ISOs 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 underwriting, 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 authorised
        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 provision 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 acquiring 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 competition 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.
                                                        8
 ---pagebreak--- (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 merchant 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
        historically 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, the
        underlying technology and functionality is very similar 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 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 can be let open. The Transaction does not give rise to
        serious doubts as to its compatibility with the internal market under any plausible
        product market definition.
4.4.2. 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
                                                  9
 ---pagebreak---         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 Decision, 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 definition, i.e., at national level.
5.      COMPETITIVE ASSESSMENT
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 reduction 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 “Horizontal 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 consequently 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 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.”29
(60)    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
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.
                                                    10
 ---pagebreak---         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 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.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 efficiencies.
(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
        effective 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 anticompetitive 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 would 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
        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 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 market 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.
                                                        11
 ---pagebreak---         (upstream) and merchant acquiring services (downstream), and (ii) PTTS (upstream)
        and merchant acquiring services (downstream).37
5.3.    Supply of POS Terminals in the UK
(67)    FIS offers traditional POS terminals 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 merchants
        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 support 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 Miura.
(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)
                     Total               FIS                     Worldpay             Combined
                    Market
         Metric       Size
                      (000        (000 POS)       (%)       (000 POS)      (%)    (000 POS)      (%)
                     POS)
       Installed                                                           [10-                  [10-
                     2,671      [Confidential]  [0-5]%    [Confidential]        [Confidential]
       Base                                                               20]%                  20]%
       New POS                                                             [20-                  [20-
                       720      [Confidential]  [0-5]%    [Confidential]        [Confidential]
       Supplied                                                           30]%                  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 would 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.
                                                        12
 ---pagebreak--- (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 traditional 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 Barclaycard and Global Payments.
        Moreover, 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 terminals 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); Nilson 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). According 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 rivals 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 merchant 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 terminals 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
                                                           13
 ---pagebreak--- (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 Parties 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 would
        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 substantiated 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, even 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 remain 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. The 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 terminals to medium-sized
                 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 (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 Notifying 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 market segments, as explained in paragraphs (76)-(77) below.
44 Notifying Party’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.
                                                         14
 ---pagebreak---        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 providers (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 relation 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 device 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 (upstream) 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 acquiring by restricting access to its ISO services 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 market 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.
                                                       15
 ---pagebreak---         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 overall 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 that 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 whether 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 investigation 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 Guidelines, 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 10.
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.
                                                       16
 ---pagebreak---          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 upstream competitors in
         ISO services by foreclosing access to a significant customer base for the following
         reasons.
         a)        When assessing customer foreclosure, the Commission examines whether
                   there are sufficient economic alternatives in the downstream market for the
                                                                     59
                   upstream rivals to sell their output to. Worldpay’s share in merchant
                   acquiring services in the UK is [30-40]% (by value of transactions) and [30-
                                                          60
                   40]% (by transaction volume). 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, including Barclaycard ([20-
                   30]% by value of transactions and [20-30]% by volume of transactions),
                   Global Payments ([10-20]% by value of transactions 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 enter the market in
                            61
                   the UK.
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
    narrower sub-segments of merchant acquiring described in paragraph (16) above. For the purposes of this
    decision, therefore, all these potential sub-segments 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 transaction 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 services for
    payments through POS terminals, Worldpay’s share in the UK is [30-40]% (by value of transactions) and
    [30-40]% (by transaction volume) and in a possible market for merchant acquiring services for payments
    through web-enabled interfaces, Worldpay 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.
                                                             17
 ---pagebreak---                            Table 2 – Suppliers of merchant acquiring in the UK (2018)
                                               Value                                 Volume
              Merchant              Value of                               Transaction
               acquirer                               Market share                        Market share
                                  Transactions                         Volume (million
                                                           (%)                                 (%)
                                 (million EUR)                            transactions)
          Worldpay                [Confidential]       [30-40]%           [Confidential]    [30-40]%
          Barclaycard             [Confidential]       [20-30]%           [Confidential]    [20-30]%
          Global Payments         [Confidential]       [10-20]%           [Confidential]    [10-20]%
          Cardnet (Lloyds)        [Confidential]       [10-20]%           [Confidential]     [5-10]%
          Elavon                  [Confidential]        [5-10]%           [Confidential]     [5-10]%
          First Data              [Confidential]        [5-10]%           [Confidential]     [5-10]%
          Others                  [Confidential]        [5-10]%           [Confidential]     [5-10]%
          Total                     827 228               100%               18 308           100%
                          62
         Source: Form CO
        b)       Customer foreclosure is less likely when the combined entity is not an
                                                                       63
                 important customer for the upstream product. 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 involving 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 purchases of ISO services. The market investigation suggested that
        merchant acquirers typically use more than one ISOs to maximise 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 acquiring 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 necessary 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 investigation, 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 average 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 regarding
    other merchant acquirers: minutes of call with competitor, 24 May 2019, paragraph 10.
                                                         18
 ---pagebreak---         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 PTTS 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 the ability to foreclose its downstream competitors in
        merchant acquiring by restricting access to PTTS for the following reasons:
        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 combined entity would not be in a position to affect the overall
                 availability 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 respondents 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.
                                                       19
 ---pagebreak--- 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 base 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 only purchasers of PTTS. The Notifying Party
                estimates that in 2018 in the UK, merchant acquirers represented
                approximately 30-40% of the total demand for PTTS.72 POS manufacturers
                and card scheme operators 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 on 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.
                                                        20
 ---pagebreak--- 6.   CONCLUSION
(96) 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
                                              21