CELEX: 32021M10358
Language: en
Date: 2021-09-22 00:00:00
Title: Commission Decision of 22/09/2021 declaring a concentration to be compatible with the common market (Case No COMP/M.10358 - ADVENT INTERNATIONAL / EURAZEO / PLANET PAYMENT GROUP) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                              Brussels, 22.9.2021
                                                                              C(2021) 6988 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                                                                                information omitted has been replaced by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.
                                                                              EURAZEO SE
                                                                              1, rue Georges Berger
                                                                              75017 Paris
                                                                              France
                                                                              Advent International Corporation
                                                                              Prudential Tower
                                                                              800 Boylston Street, Suite 3300
                                                                              Boston, MA 02199
                                                                              United States of America
Subject:                Case M.10358 – ADVENT INTERNATIONAL / EURAZEO / PLANET
                        PAYMENT GROUP
                        Commission decision pursuant to Article 6(1)(b) of Council Regulation
                        No 139/20041 and Article 57 of the Agreement on the European Economic Area2
Dear Sir or Madam,
(1)        On 24 August 2021, the European Commission received notification of a proposed
           concentration pursuant to Article 4 of the Merger Regulation (the “Transaction”) according
           to which Advent International Corporation (“Advent”, USA) and Eurazeo SE (“Eurazeo”,
           France, together with Advent the “Notifying Parties”) intend to acquire, within the meaning
1     OJ L 24, 29.1.2004, p. 1 (the ’Merger Regulation’). With effect from 1 December 2009, the T r eaty o n t he Fun ctionin g o f th e
      European Union (‘TFEU’) has introduced certain changes, such as the replacement of ‘Community’ by ‘ Un ion’ an d ‘ comm on
      market’ by ‘internal market’. The terminology of the TFEU will be used throughout this decision.
2     OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).
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---          of Article 3(1)(b) and 3(4) of the Merger Regulation, joint control of Planet Payment Group
         (“Planet”, Ireland).3
1.       THE PARTIES
(2)      Advent is a private equity investor and has holdings in various sectors. Advent notably
         jointly controls Nexi SpA (“Nexi”), which provides payment services for merchants,
         cardholders and banks, such as merchant acquiring services, provision of point-of-sale
         (“POS”) terminals and related services. 4
(3)      Eurazeo is an investment company with three main activities: private equity, private debt
         and real assets. Eurazeo currently holds sole control over Planet.
(4)      Planet provides integrated digital payment services including acquiring, processing, digital
         wallets, VAT refund and currency conversion services to merchants in the retail, hospitality,
         food and beverage, parking and financial sectors.
2.       UNION DIMENS ION
(5)      The undertakings concerned have a combined aggregate world-wide turnover of more than
         EUR 5 000 million (Advent: EUR […] million, Eurazeo: EUR […] million).5 Advent and
         Eurazeo each have EU-wide turnover in excess of EUR 250 million (Advent: EUR […]
         million; Eurazeo: EUR […] million). The notified operation therefore has a Union
         dimension.
3.       THE CONCENTRATION
(6)      On 28 May 2021, Advent and Eurazeo entered into a Share Purchase Agreement and a
         Shareholder’s Agreement, which would ultimately confer joint control over Planet to Advent
         and Eurazeo. In particular, under the terms of the Shareholder’s Agreement, the consent of
         each of Advent and Eurazeo is required for (i) the appointment and removal of directors of
         any subsidiary of the parent company of Planet, (ii) the approval of the budget and (iii) the
         approval of the business plan.6
(7)      The Transaction implies the acquisition by Advent and Eurazeo of the entire outstanding
         share capital of Planet which amounts to a concentration within the meaning of Article
         3(1)(b) and Article 3(4) of the EUMR. Pursuant to the Shareholders’ Agreement, Advent
         and Eurazeo will each acquire joint control over Planet.
(8)      Planet is an economically autonomous entity that is not reliant on sales to Eurazeo and is
         independently active on the markets in which it currently operates, offering products and
         services to third parties. Post-Transaction, Planet will become a full-function joint venture
3   Publication in the Official Journal of the European Union No C 348, 30.8 2021, p. 8.
4   References to Nexi in this decision also include the activities of Nets A/S and Concardis Payment Group acquired by Nexi in 2 02 1.
    See Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group.
5   T urnover calculated in accordance with Article 5 of the Merger Regulation.
6   Advent and Eurazeo also intend to acquire joint control over Hoist Group Holding Intressenter AB (“Hoist”) as a separate
    transaction (Case M.10368 Advent / Eurazeo / Hoist, the “ Hoist Transaction”), but under the ter ms o f th e s am e Sh ar eho lde r’ s
    Agreement. The two transactions are however not interrelated within the meaning o f t he con solidated jur isdict ion al n o tic e .
    Completion of the Transaction is not conditional, de jure or de facto, on completion of the Hoist Transaction. In any event, the Hoist
    T ransaction does not impact the competitive assessment of the Transaction. Hoist provides property management so ftwar e wh ic h
    allows hotels to manage day-to-day bookings and operations. There is no horizontal overlap or vertical relation ship between th e
    activities of Hoist and Planet.
                                                                         2
 ---pagebreak---            within the meaning of Article 3(4) of the EU Merger Regulation. Planet will in particular
           continue to: (i) have its own dedicated management and access to sufficient resources in
           order to conduct its business on a lasting basis; (ii) maintain its own market presence; and
           (iii) not be reliant on the Notifying Parties for sales or purchases.
4.         M ARKET      DEFINITION
(9)        Both Advent through Nexi and Planet are active in card payment services, including
           merchant acquiring, acquiring processing, and the provision and management of POS
           terminals.
4.1.       Merchant acquiring
(10)       Merchant acquiring comprises a set of services that allows merchants to accept card-based
           payments via POS terminals or online. Merchant acquirers typically offer their services
           directly to merchants (retail merchant acquiring). In Italy, merchant acquirers also offer
           services to partner banks who ultimately control the commercial relationship with merchants
           (wholesale merchant acquiring).
(11)       In its decisional practice in terms of product market definition, the Commission defined
           separate relevant markets for retail and for wholesale merchant acquiring services in Italy
           only.7 The Commission also considered sub-segmenting (retail) merchant acquiring based
           on: (i) the payment card scheme (domestic or international); (ii) the payment card brand
           (e.g., VISA or Mastercard); (iii) the payment card type (credit or debit); (iv) the payment
           platform (POS merchant acquiring or e-commerce merchant acquiring); and (v) the size of
           the merchant (large merchants or small/medium companies) but ultimately left these
           questions open.8
(12)       In terms of geographic market definition, the Commission regularly found that markets for
           merchant acquiring are likely at least national in scope, with the exception of e-commerce
           merchant acquiring, which is likely EEA-wide in scope, eventually leaving the precise
           definition open.9
(13)       The Notifying Parties consider that segmentations of retail merchant acquiring are no longer
           relevant in light of the evolution of the market and the high degree of substitutability. 10 The
           Notifying Parties also consider that the relevant geographic market for merchant acquiring
           and any potential segments thereof is EEA-wide, due to technological and regulatory
           changes, as well as consolidation of the industry. 11
(14)       The Commission considers that, for the purposes of this decision, in line with the decisional
           practice described above: (i) wholesale and retail merchant acquiring constitute separate
           markets in Italy; (ii) POS merchant acquiring and e-commerce merchant acquiring constitute
           separate markets; and (iii) whether any additional segmentations are relevant for merchant
7    Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group, paragraph 19. Also see Commission decision of 26 Jun e
     2020, Case M.9759 – Nexi/ISP (Merchant Acquiring Business), paragraphs 25-27 and 39ff and Commission decision of 30
     September 2020, Case M.9776 – Worldline/Ingenico, paragraph 34. This is due to the specific nature of the Italian market, including
     the important role of banks in retail merchant acquiring, which outsource wholesale merchant acquiring to third p ar ties, so m e o f
     which only offering merchant acquiring services at wholesale level.
8    Commission decision of 30 September 2020, Case M.9776 – Worldline/Ingenico, paragraph 36 and Commission decision of 26 June
     2020, Case M.9759 – Nexi/ISP (Merchant Acquiring Business), paragraphs 39-45.
9    Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group, paragraph 22. Commission decision o f 3 0 Sep t embe r
     2020, Case M.9776 – Worldline/Ingenico, paragraphs 40ff, Case M.9759 – Nexi/ISP (Merchant Acquiring Busin ess) , p aragr aphs
     49ff.
10   Form CO, paragraph 99.
11   Form CO, paragraph 103.
                                                                        3
 ---pagebreak---            acquiring can be left open, as the possible segmentation does not materially affect the
           Commission’s assessment of the Transaction. Whether markets for merchant acquiring are
           national or EEA wide in scope can also be left open as the precise geographic scope does not
           materially affect the Commission’s assessment of the Transaction.
4.2.       POS terminal provision and management
(15)       POS terminals are electronic devices used to process card-based transactions at a merchant’s
           physical shop. Merchants purchase POS terminals directly from manufacturers or from
           resellers including merchant acquirers who are also responsible for the management of the
           POS terminals.
(16)       In its decisional practice in terms of product market definition, the Commission found that
           there are separate markets for (i) the manufacture and supply of POS terminals and (ii) the
           provision and management of POS terminals. 12 The Commission has also considered further
           segmenting relevant markets based on the type of POS terminal (traditional, mobile, or
           smart POS terminals), or on customer size (large merchants or small/medium companies).13
           In terms of geographic market definition, the Commission found that markets for the
           provision and management of POS terminals are likely national in scope. 14
(17)       The Notifying Parties consider that POS terminal provision and management such as the one
           provided by the target form part of a larger market for payment acceptance solutions
           encompassing POS terminals and e-commerce acceptance solutions. 15 The Notifying Parties
           also consider that the relevant geographic market is EEA-wide in scope, due to technological
           and regulatory changes, as well as consolidation of the industry. 16
(18)       The Commission considers that, for the purposes of this decision, in line with the decisional
           practice described above, the relevant market is the provision and management of POS
           terminals, and whether any additional segmentations are relevant can be left open, as the
           possible segmentation does not materially affect the Commission’s assessment of the
           Transaction. Whether markets for POS provision and management are national or EEA-wide
           in scope can also be left open as the precise geographic scope does not materially affect the
           Commission’s assessment of the Transaction.
4.3.       Acquiring processing
(19)       Acquiring processing relates to the merchant-oriented side of technically processing a card
           payment transaction. It includes the network routing of payments towards the bank that
           issued the card and the POS authorisation.
(20)       In its recent decisional practice in terms of product market definition, the Commission found
           that there is a separate market for acquiring processing services and no further sub-
           segmentation is appropriate. 17 In terms of geographic market definition, the Commission
           found that acquiring processing is likely EEA-wide in scope, but left the question open
12   Commission decision of 30 September 2020, Case M.9776 – Worldline/Ingenico, paragraphs 59 and 64.
13   Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group, paragraphs 31-33. Commission decision of 30 September
     2020, Case M.9776 – Worldline/Ingenico, paragraphs 59-64, Case M.9759 – Nexi/ISP (Merchant Acquiring Business), p aragr aphs
     65-67.
14   Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group, paragraph 30. Commission decision o f 3 0 Sep t embe r
     2020, Case M.9776 – Worldline/Ingenico, paragraph 72ff, Case M.9759 – Nexi/ISP (Merchant Acquiring Business), paragraphs 71ff,
     81ff.
15   Form CO, paragraph 109.
16   Form CO, paragraph 117.
17   Commission decision of 8 March 2021, Case M.10075 – Nexi/Nets Group, paragraph 27. Commission decision o f 3 0 Sep t embe r
     2020, Case M.9776 – Worldline/Ingenico, paragraph 87.
                                                                    4
 ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak--- 6.   CONCLUS ION
(46) 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
                                                    Executive Vice-President
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