CELEX: 32013M6857
Language: en
Date: 2013-07-19 00:00:00
Title: Commission Decision of 19/07/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.6857 - CRANE CO / MEI GROUP) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                              |EUROPEAN COMMISSION                                                                                     |

Brussels, 19.7.2013
C(2013) 4782 final

                                        |In the published version of this decision, some information |           |Public version                                                 |
|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|omitted has been replaced by ranges of figures or a general |           |                                                               |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.                                                |           |                                                               |
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|                                                            |           |MERGER PROCEDURE                                               |
|                                                            |           |ARTICLE 6(1)(b) DECISION                                       |

|                                                                    |To the notifying party                                              |

Dear Sir/Madam,

Subject:    Case No COMP/M.6857 – CRANE CO / MEI GROUP
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004

   1. On 31 May 2013, the European Commission received a notification of a proposed concentration pursuant to Article 4 and following a  referral
      pursuant to Article 4(5) of Council Regulation (EC) No 139/2004[1] by which Crane Co. ("Crane", US) acquires sole  control  of  MEI  Conlux
      Holdings (US), Inc. and MEI Conlux Holdings (Japan), Inc. (together "MEI") by way of purchase of shares. Crane is hereinafter  referred  to
      as “the Notifying Party”, whereas Crane and MEI are collectively referred to as "the Parties".

      The Parties

   2. Crane is a diversified manufacturer of highly engineered industrial products. Its  Payment  Solutions  group  ("CPS")  provides  unattended
      payment systems supplying customers, primarily original equipment manufacturers (“OEMs”), active in  vending,  retail,  transportation  and
      gaming. Its Vending Solutions group ("CVS") provides vending machines for the automated sale of products.

   3. MEI is a manufacturer  and  supplier  of  unattended  payment  systems  supplying  primarily  OEM  customers  active  in  vending,  retail,
      transportation and gaming, and as such a competitor to Crane Payment Solutions.

      The Operation

   4. On 20 December 2012, Crane and MEI signed a Sale and Purchase Agreement ("SPA") according to which Crane intends to  acquire  100%  of  the
      shares of MEI for USD 820 (around EUR 638 million).

      Concentration

   5. As a result of the proposed transaction, Crane will acquire sole control of the whole of MEI. The notified operation therefore  constitutes
      a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

      EU Dimension

   6. The operation does not have an EU dimension within the meaning of Article 1 of the Merger Regulation as it does not meet the thresholds  of
      Article 1(2) or Article 1(3).[2]

   7. However, on 1 February 2013, the Notifying Party informed the Commission by means of a  reasoned  submission  that  the  concentration  was
      capable of being reviewed under the national competition laws of four Member States[3] and requested the Commission to examine it. None  of
      the competent Member States indicated its disagreement with the request for referral within the period laid down by the Merger Regulation.

   8. The notified operation is therefore deemed to have an EU dimension according to Article 4(5) of the Merger Regulation.

      Activities of the Parties

   9. Both Parties to the  proposed  concentration  manufacture  and  supply  unattended  payment  systems.  Unattended  payment  systems  enable
      transactions around the clock (24/7) by handling currency and/or accepting cashless payment via machines where an  attendant  is  generally
      not present. Examples of machines into which unattended payment systems are incorporated include vending machines for  drinks  and  snacks,
      retail self-checkout machines in supermarkets, gaming or slot machines and public transport ticket vending machines.

  10. The Parties produce the payment systems by assembling parts, such as electronic circuit  boards  and  plastic  parts,  supplied  mainly  by
      Chinese contract manufacturers.

  11. Crane has manufacturing facilities in Germany ("National Rejectors Inc." or "NRI", Buxtehude), the UK ("Money Controls",  Manchester),  and
      Canada ("CashCode", Toronto). NRI produces coin handling and cashless solutions, CashCode mainly bill handling solutions and Money Controls
      mainly coin handling solutions. In 2012, Crane closed its production facility in the  United  States  ("Telequip",  New  Hampshire).  Crane
      acquired NRI in 1984, CashCode and Telequip in 2006 and Money Controls in 2010. Crane’s manufacturing facilities each have  their  separate
      R&D departments and Crane operates an additional R&D department in Kiev, Ukraine.

  12. MEI has one manufacturing facility in Mexico and a design centre in Switzerland. The design centre in Geneva was acquired by MEI (which  at
      that time formed a part of Mars, Incorporated) in 1993 together  with  other  assets  of  Sodeco  Cash  Management  Systems.  The  Japanese
      subsidiary of MEI Group, Conlux, focuses its activities in Japan and South Korea. It manufactures products in  Japan  and  increasingly  in
      China through outsourcing or contract manufacturing.

  13. Crane is also active in the manufacture and supply of vending machines into which certain types of unattended payment are incorporated. The
      manufacture and supply of vending machines thus constitutes a downstream market to the market of unattended payment systems  and  Crane  is
      vertically integrated downstream.

  14. The Parties are also active in vending management solutions ('VMS') and telemetry. VMS is  a  piece  of  software  that  allows  a  vending
      operator to manage its operations by analysing data such as vending machine performance and sales amounts. Telemetry is a form of  wireless
      communication that, among other things, transfers data from the vending machine to the operator of the machine. MEI has only limited  sales
      in VMS and telemetry in the EEA while Crane currently only sells those products outside the EEA.

      Market definitions

1 Unattended payment systems

1 Product descriptions and end uses

  15. According to the type of payment handled, unattended payment systems can be divided into coin payment systems,  bill  payment  systems  and
      cashless[4] payment systems. The Parties' sales in cashless payment systems are currently limited[5] and thus cashless payment systems will
      not be further discussed in detail in this decision.

  16. There are three basic types of coin payment systems:

       i) Coin acceptors, which accept and validate coins. The coin drops into a slot at the top  and  rolls  through  an  electromagnetic  field
          generated by two coils. Sensors measure the disturbances and thus the thickness and diameter of the coin allowing it  to  validate  the
          coin and determine the coin’s authenticity.

      ii) Coin dispensers, also called “hoppers”, which dispense pre-stored coins. Of the  Parties,  only  Crane  manufactures  coin  dispensers.
          Therefore, coin dispensers will not be further discussed in detail in this decision.

     iii)  Coin recyclers, which accept coins, sort and store them and return coins as change to customers by  re-using  the  coins  inserted  by
          another customer. There are two types of coin recyclers: Coin recyclers based on tubes (also called "coin changers") store the coins of
          different denominations in separate tubes and dispense them out of the tubes. Coin recyclers  based  on  hoppers  store  the  coins  of
          different denominations in separate hoppers and dispense them out of the hoppers.  Coin  recyclers  based  on  hoppers  have  a  higher
          capacity than coin recyclers based on tubes, as they can dispense more than one coin at a time and are used for high frequency and high
          capacity applications, such as self-check-out machines in supermarkets.

Figure 1: Examples of a coin acceptor, a coin dispenser, a coin recycler based on tubes and a coin recycler based on hoppers

[pic][pic]  [pic]     [pic]

Source: Form CO, paragraph 171

  17. There are also three basic types of bill payment systems:

       i) Bill acceptors provide for the automated acceptance and validation of bills utilising a light source as optic  recognition  technology.
          The light shines through the banknote and determines the value and whether it is genuine.  Once  validated,  the  note  is  transported
          through the system mechanically and stored loosely in a bag or another form of container or stacked in a box.

      ii) Bill dispensers dispense pre-stored bills. They may contain  recognition  technology  to  verify  the  value  of  the  banknote  before
          dispensing. As neither of the Parties manufactures bill dispensers, they will not be further discussed in detail in this decision.

     iii)  Bill recyclers accept bills, sort and store them and return bills as change to customers by re-using the  bills  inserted  by  another
          customer. In addition to optical recognition technology, bill recyclers contain mechanical technology allowing for  the  transportation
          of the bills in and out of the recycler.

Figure 2: Examples of a bill acceptor, a bill dispenser and a bill recycler

      [pic]           [pic]          [pic]

Source: Form CO, paragraph 171

  18. The Parties sell their unattended payment systems to four main groups of end users,  these  sub-segments  are  called  “verticals”  in  the
      industry. According to the Notifying Party, the verticals comprise the following:

       – Vending

          - Bottling that is the selling of soft drinks;
          - Full line that is the selling a range of goods, including hot and cold drinks, snacks and food as well as can and bottles.

       – Gaming

          - Casinos;
          - Amusement with prize ("AWP"), which are gambling machines where there is no exercise of skill on the part of the user and  the  size
            of prize is commonly low.

       – Retail

          - Retail self-check-out ("Retail SCO"), mainly used by large retail outlets;
          - Retail safes (no overlap between the Parties’ activities in the EEA);
          - Stand-alone coin dispensers (no overlap in the EEA);
          - Retail kiosks, which is the residual category for all sales not falling into any of the other categories of the four groups  of  end
            users; machines in this segment are diverse and include for instance photo kiosks, petrol garage kiosks or museum ticket kiosks.

       – Transportation

          - Ticket vending in mass transit;
          - Off-street parking;
          - On-street parking (no overlap in the EEA).

2 Product market definitions

  19. The Commission has not previously examined the markets for unattended payment systems. However, it analysed the  supply  of  cash  handling
      products mainly to customers in the financial sector in the case M.6535 – Glory/Talaris[6] in 2012. In that case, the Commission left  open
      (i) if cash handling products for customers in the financial and the retail sector should be  included  in  the  same  product  market  and
      (ii) if the markets should be sub-segmented by type of cash handling product.

1 Cash and cashless payment systems

  20. The Notifying Party argues that cashless payment systems constitute an alternative to cash  handling  systems.  It  submits  that  cashless
      payment is growing and is viewed by many as the preferred method of payment so that in some locations almost all transactions are generally
      paid for without the use of cash. However, the Notifying Party acknowledges that all gaming machines and most vending machines, retail  SCO
      machines and retail kiosks require cash payment systems, and that also in transportation cashless payment  systems  are  not  a  one-to-one
      substitute to cash payment systems.[7] Overall, the Notifying Party submits that it can be left open whether  cashless  systems  should  be
      included in the relevant product market since the proposed concentration is not likely to result in a significant impediment  to  effective
      competition under any alternative product market definition.

  21. The results of the market investigation show that cash and cashless payment systems are complementary and do not fall into the same product
      market due to limited demand-side and lack of supply-side substitutability.

  22. The majority of customers considered that cash payment systems cannot be substituted by cashless payment systems  for  their  needs.[8]  In
      particular, customers pointed to differences in price, size and reliability of the systems. While some customers explained that  there  can
      be a degree of substitutability because cashless solutions can be easier for the end user and reduce the probability of fraud, the majority
      of customers explained that end customers still demand to pay cash and, accordingly, that cash payment cannot be substituted with  cashless
      payment. This applies in particular to payments in public places and in the provision of public services. Customers acknowledged that there
      is a trend in the industry to move to cashless transactions[9]. However, this  trend  is  described  as  being  independent  of  short-term
      switches in reaction to relative price changes. Customers also pointed to high costs for cashless payment systems.

  23. The customers explained that cash payment systems and cashless payment systems are complementary products  and  that  they  would  consider
      buying cash payment systems in addition to cashless payment systems or vice versa.[10]

  24. The majority of competitors considered that the producers of unattended cash payment systems are not technically  able  to  switch  to  the
      production of cashless payment systems and vice versa on short notice and without incurring a significant  investment.[11]  They  explained
      that the products and industry standards are very different and require entirely different technical and  design  expertise.  As  a  result
      switching production requires significant investments in terms of time and money. Furthermore, only a minority of competitors responding in
      the market investigation had any activities in cashless payment systems at all.[12]

  25. The Commission thus concludes on the basis of the information submitted by the Notifying Party and the results of the market  investigation
      that there is limited demand-side and supply-side substitutability between cash and cashless payment systems. Therefore, cash and  cashless
      payment systems do not fall in the same product market. As a result, the Notifying Party’s argument with  regard  to  competitive  pressure
      from cashless payment systems is not confirmed.

2 Coin and bill payment systems

  26. The Notifying Party recognises that the product characteristics, functionality and underlying technologies of coin and bill payment systems
      are different. According to the Notifying Party, the customers’  choice  between  coin  and  bill  payment  systems  will  depend  on  what
      transaction takes place: some customers require only coin handling products or only bill handling products or both.[13] The Notifying Party
      also acknowledges that supply-side substitutability is at best limited and that a manufacturer developing only coin  handling  products  is
      not in a position to supply bill handling products immediately.[14]

  27. The results of the market investigation go in the same direction. The Commission found  no  indications  of  demand-side  substitutability.
      Competitors explained that the producers of coin payment systems are not technically able to switch to the production of  banknote  payment
      systems and vice versa on short notice and without incurring a significant investment.[15] They explained that the technology used for  the
      recognition of coins and bills is entirely different because coin payment systems recognise, distinguish and  sort  metal  discs  by  using
      inductive sensing while banknote payment systems recognise, distinguish and sort paper by using  optical  sensors.  Some  competitors  also
      explained that the development of a coin or banknote payment system requires expertise and substantial investments in  terms  of  time  and
      money.

  28. The Commission also notes that there are a number of competitors in the markets who focus their  activities  either  on  coin  or  on  bill
      payment systems. This becomes apparent from the global and EEA market share data submitted by  the  Notifying  Party.[16]  Alberici,  Asahi
      Seiko, Sanden, SuzoHapp and wh'Münzprüfer are examples of competitors only selling coin products; Fujitsu, CI Tech, JCM  and  TNSi[17]  are
      examples of competitors only selling bill products.

  29. The Commission thus concludes that there is no supply-side or demand-side substitutability between the production of coin and bill  payment
      systems. Therefore, coin and bill payment systems do not fall in the same product market.

  30. According to the Notifying Party, the overall markets for coin and for bill payment systems could each be subdivided further on  the  basis
      of the following three criteria:

      i) By functionality: this division is based on the payment functions of the system: accepting, dispensing, and recycling  as  described  in
         paragraphs 16 and 17;

     ii) By end-use: this division is based on the applications in which the machines with  an  unattended  payment  system  are  used,  that  is
         vending, gaming, retail and transport, as described in paragraph 18;

    iii) By a combination of functionality and end-use: this further subdivision is based on a combination of the functionality with the  end-use
         of the machine. It can lead to distinguishing, for instance, a market of coin acceptors used in vending machines.

  31. However, the Notifying Party submits that the exact definition of the relevant product markets  can  ultimately  be  left  open  since  the
      transaction does not give rise to a significant impediment to effective competition under any market definition.

3 Sub-segmentation within coin payment systems

1 Coin acceptors and coin recyclers

  32. Coin acceptors come in two different sizes: smaller and cheaper with 3.5 inch and larger with 5 inch.  The  Notifying  Party  submits  that
      there is one technology used in coin acceptors across all segments and thus,  regardless  of  their  size,  coin  acceptors  are  commodity
      products.

  33. As to the supply-side substitutability, one of the respondents in the market investigation noted that technically there is  no  problem  to
      switch between the two sizes of coin acceptors and that most of  the  manufacturers  developed  first  the  bigger  5  inch  one  and  then
      miniaturised the components to create the 3.5 inch coin acceptor.[18] Also the main competitors of the Parties in coin acceptors,  such  as
      Azkoyen, Comestero, wh'Münzprüfer all offer both the 3.5 inch and the 5 inch coin acceptors.[19] Other than the size, the features of  coin
      acceptors seem to be the same and some customers clearly stated that they purchase both sizes.[20] The differences in  prices  between  the
      two sizes of acceptors are small.[21] Also the competitors noted that the same coin acceptors are sold in all the segments.[22] It  results
      from the above that there is no need to divide the overall market for coin acceptors further into 3.5 inch and 5 inch coin acceptors or  to
      distinguish between coin acceptors for different end-uses.

  34. According to the Notifying Party, a combination of a coin acceptor with one or more coin dispensers has the same functionality as the  coin
      recycler and that these two can be used interchangeably, with the potential constraint resulting from the size of the machine in which  the
      payment system is placed, since a compact coin recycler  can  fit  into  a  smaller  machine  than  the  combination  of  an  acceptor  and
      dispenser(s). The Notifying Party admits that due to the size constraint in retail and in vending there is a clear preference towards  coin
      recyclers over a combination of coin acceptor with a coin dispenser. In any case  the  Notifying  Party  claims  that  the  product  market
      definition can be left open in this case.

  35. Based on the market investigation the Commission found that supply-side substitutability between the coin acceptors and coin recyclers does
      not exist, since the clear majority of the competitors said they are not  technically  able  to  switch  between  the  production  of  coin
      acceptors and coin recyclers on short notice and without incurring a significant investment.[23]

  36. In the course of the market investigation customers explained that their needs determine which option is chosen, i.e. for  higher  capacity
      applications a combination of a coin acceptor with several coin dispensers is better than a coin recycler.[24] Customers active in  vending
      pointed out that the size of a standard vending machine does not allow for  the  incorporation  of  a  coin  acceptor  and  coin  dispenser
      combination.[25]

  37. The Commission thus concludes that the supply-side and demand-side substitutability between coin acceptors and coin recyclers are  limited.
      Therefore coin acceptors and coin recyclers do not fall in the same product market.

2 Different types of coin recyclers

  38. According to the Notifying Party, the characteristics of a tube-based coin recycler are: a relatively small size, low  throughput  and  low
      cost. Due to its limited capacity it is not suitable for applications such as retail, where a hopper-based coin recycler is used instead.

  39. Those differences between high-capacity coin recyclers based on hoppers and low capacity coin recyclers based on tubes  were  also  pointed
      out in the market investigation by all competitors[26] and by the majority of the customers[27].

  40. As to supply-side substitutability between tube-based and hopper-based coin recyclers, all competitors  indicated  that  switching  between
      these two types of coin recyclers is not possible on short notice and without incurring a significant investment.[28] One competitor stated
      that the two types of coin recyclers are entirely different and switching from one to another means starting a production of  a  completely
      different product.[29] Another competitor noticed that since these two types of coin recyclers are required for different  applications,  a
      small increase in price would not induce them to alter their product offering.[30] Limited supply-side substitutability is  also  confirmed
      by the fact that Crane's competitors in coin recyclers are different for coin recyclers based  on  tubes  (MEI,  Azkoyen,  Sanden,  Coinco,
      Jofemar) and for coin recyclers based on hoppers (Asahi Seiko).

  41. As to demand-side substitutability, the majority of customers in vending[31], who are the most important  customer  group  for  tubes-based
      coin recyclers, stated that coin recyclers based on hoppers are not substitutable with those based on tubes because of differences in  size
      (with hopper-based recyclers being larger[32]), price (with hopper-based recyclers being more expensive[33]) and capacity between  the  two
      types of recyclers.[34] The lack of demand-side substitutability has also been pointed out as regards the other verticals.[35]

  42. The Commission thus concludes that, due to the lack of supply-side and demand-side substitutability, coin recyclers based on  tubes  belong
      to a separate product market than those based on hoppers.

  43. MEI does not offer a coin recycler based on hoppers. Since there is thus no overlap in this segment, the following section VI.1.2.3.3  will
      focus on coin recyclers based on tubes.

3 Coin recyclers based on tubes for different end uses

  44. According to the Notifying Party, coin recyclers based on tubes are predominantly used  in  the  vending  and  retail  kiosk  segments.  In
      transport applications tube-based coin recyclers are used usually only in low-throughput applications or for small machines.

  45. Indeed […] of Crane's tube-based coin recyclers are sold in vending, while […] are sold in transport, […] in retail and the remaining  part
      ([…]) in gaming.[36] For all these verticals, Crane sells the same coin recycler based on tubes, i.e. the Currenza C2 model.[37] MEI  sells
      […] out of its six models of tube-based coin recyclers solely in vending, while for the remaining […]  almost  […]  and  […]  are  sold  in
      vending and the rest in transport ([…]) and retail kiosks.[38]

  46. The fact that coin recyclers based on tubes are particularly relevant for vending was pointed out in the market investigation.[39] Many  of
      the customers in the transport segment stated that they are using coin recyclers based on hoppers.[40] Similarly,  many  customers  in  the
      gaming segment stated that they are not using coin recyclers at all.[41] A customer in the retail SCO segment noted that "[i]n  the  retail
      segment the tube changers do not offer the required input capacity, performance, storage capacity and security."[42]

  47. Since tube-based coin recyclers are not designed for a particular vertical, but can be used across various verticals, although they are  in
      practice used only to a small extent in other verticals than vending, it is not necessary to distinguish between coin  recyclers  based  on
      tubes for different segments and instead an overall market for tube-based coin recyclers will be assessed.

4 Conclusion on the product market definitions in coin payment systems

  48. The Commission concludes that there are separate product markets for coin recyclers and coin acceptors. With respect to coin  recyclers,  a
      separate market for coin recyclers based on tubes can be distinguished, as opposed to coin recyclers based on hoppers. While  it  is  noted
      that coin recyclers based on tubes are used predominantly in the vending segment, it is not necessary to subdivide  the  market  for  tube-
      based coin recyclers according to their end-use. For the purposes of this decision, the Commission will assess the competition  effects  of
      the proposed transaction with respect to the product markets for (i) coin acceptors and (ii) coin recyclers based on tubes. As the Parties'
      activities do not overlap with respect to coin recyclers based on hoppers, they are not assessed further in this decision.

5 Sub-segmentation within bill payment systems

1 Bill acceptors and bill recyclers

  49. According to the Notifying Party, a bill acceptor and a bill dispenser can be combined to provide similar functions  as  a  bill  recycler.
      Bill recyclers could thus be substituted by a combination of a bill acceptor and a bill dispenser in most  applications,  including  retail
      SCO, mass transport and off-street parking. Those combinations are generally cheaper than recyclers. The difference between the two options
      is that a combination of an acceptor and a dispenser needs to be emptied and refilled with cash whereas the  recycler  simply  re-uses  the
      introduced cash, thus reducing the running costs for the operators.[43] However, according to  the  Notifying  Party,  the  product  market
      definition can be left open in this case.

  50. The Commission notes that there are substantial differences in product characteristics since bill recyclers are compact units offering  the
      accepting and dispensing function all in one. Bill recyclers thus include technology to transport bills in and out of the system, to  stack
      bills and to subsequently remove single bills from the cash box, increasing  the  risk  of  paper  jams  and  requiring  higher  levels  of
      technological know-how.

  51. The Commission takes into account the fact that there is a degree of specialization of bill payment manufacturers in the  industry.  While,
      according to EEA market share data submitted by the Notifying Party[44], Crane, MEI, JCM, Innovative  and  TNSi  sold  both  acceptors  and
      recyclers in 2012, competitors ICT, Azkoyen and Giesecke & Devrient ("G&D") only sold bill acceptors and  competitors  Merkur  and  Fujitsu
      currently only sold bill recyclers.

  52. The Commission notes that bill recyclers were introduced in the market fairly recently. Crane introduced its first bill recycler product in
      2005 while MEI launched its bill recycler in 2009. Sales of bill recyclers have  been  growing  in  importance  over  the  past  years,  in
      particular in Europe. This trend is also apparent from […].[45]

  53. The industry trend towards recycling in bill payment systems, as acknowledged by the Parties, was also pointed out by  the  respondents  in
      the market investigation.[46] Competitors explained that “[b]ill payment systems will move more towards having recyclers as standard,  this
      will happen in all sectors with different specifications of product.”[47] “In vending […] [r]ecycling is not very well accepted. In  gaming
      – AWP markets definitely ask for bill recyclers and the demand is growing in many countries. […] In retail – the market  is  still  growing
      and the bill recycler is more and more demanded. In transport – the market is definitely going towards bill recycling.”[48] Customers  also
      shared these views.[49]

  54. The results of the market investigation on substitution between bill recyclers and acceptors, while not entirely conclusive, do not  appear
      to show that there is a sufficient degree of substitutability to include the different systems in one relevant product market.

  55. As regards demand-side considerations, the  overall  majority  of  customers  did  not  consider  that  recyclers  are  substitutable  with
      combinations of acceptors and dispensers.[50] However, the Commission notes there was no majority view among the  responding  customers  in
      the retail and transport verticals on that question. Explaining their answers, customers pointed to the design of the  cabinets  which  may
      not be sufficient in size to incorporate an acceptor/dispenser combination, the advantages of using bill recyclers in high volume accounts,
      the differences in purchasing price and running costs, the differences in operations and the differences in risk because  high  amounts  of
      cash have to be stored in acceptor/dispenser combinations[51].

  56. The customers’ responses to the Commission’s questions on their reactions to hypothetical relative price changes also indicated  that  bill
      recyclers and bill acceptors form distinct markets. Only around half of the customers stated that they would switch to  the  purchasing  of
      acceptors and/or dispensers if the price for recyclers increased by 5-10%.[52] Moreover, the majority of customers in all  segments  stated
      that they would not switch to purchasing recyclers if the price for acceptors and/or dispensers increased by 5-10%.[53]

  57. As regards competitors, these found that recyclers are generally substitutable  with  combinations  of  acceptors  and  dispensers  from  a
      customer’s point of view with regard to functionality.[54] At the same time however,  competitors  explained  that  recyclers  can  be  too
      expensive to constitute a viable alternative for some applications, that running costs and operations differ and that each machine requires
      a tailor-made solution,[55] all of these aspects making short-term substitution in response to relative price increases unlikely. Moreover,
      competitors explained that combination solutions will be replaced by recycling solutions as recycling solutions are  becoming  economically
      more and more attractive.[56] This suggests again that the choice of  using  bill  recyclers  instead  of  acceptor/dispenser  combinations
      follows a long-term trend resulting from technological innovations in the industry,  rather  than  the  kind  of  short-term  price-induced
      substitution that is relevant for market definition purposes.

  58. As regards supply-side considerations, the competitors did not agree whether producers of bill acceptors are technically able to switch  to
      the production of bill recyclers and vice versa on short  notice  and  without  incurring  significant  investments.[57]  However,  several
      competitors explained that developing and producing  a  reliable  bill  recycler  requires  several  years  of  mechanical  and  electronic
      engineering due to challenges in the technology.[58]

  59. Taking into account the differences in product characteristics and technologies,  a  certain  degree  of  specialization  of  bill  payment
      producers, as well as the market investigation results, the Commission finds that bill acceptors and bill recyclers most likely do not fall
      into the same product market. In any event, as discussed further below, since the transaction raises serious doubts with  respect  to  both
      bill recyclers and bill acceptors used in transport applications and since the Notifying  Party  has  submitted  remedies  for  both  these
      markets, the market definition can ultimately be left open in this respect.

2 Bill acceptors and bill recyclers for different end-uses

  60. According to the Notifying Party, examining the supply of unattended payment systems on the basis of end-use is useful  for  analysing  the
      competitive dynamics, the closeness of competition between the Parties and to reflect the importance of  customer  relationships.  However,
      the Notifying Party also submits that there is a high degree of supply-side substitutability across the end-uses  for  bill  acceptors  and
      bill recyclers.[59] The Notifying Party submits that customising the products for the different end-uses is easy and that due to  economies
      of scale there are large incentives to develop products which can be quickly and cheaply adapted  to  reach  as  many  customer  groups  as
      possible. However, according to the Notifying Party, the product market definition can be left open in this case.

  61. As will be shown below, the Commission finds that there  are  separate  product  markets  for  bill  payment  products  used  in  transport
      applications due to differences in product characteristics, due to a lack of sufficient supply-side substitution because  of  technological
      requirements and due to differences in competitive dynamics.

  62. Regarding other verticals, such as retail SCO, gaming, vending and retail kiosks, the Commission sees indications that bill  acceptors  and
      bill recyclers for each of these verticals might constitute separate product markets for similar  reasons  as  outlined  in  paragraph  61.
      However, for the purposes of this decision, this question can be left open. No competition concerns arise in those potential  markets  even
      under the narrowest product market definition distinguishing between bill acceptors and bill recyclers and distinguishing by vertical.

Differences in product characteristics

  63. The Commission finds that bill acceptors and recyclers used for different end-uses, generally have different  product  characteristics  and
      there is no or very limited demand-side substitution in the sense that a transport customer could use a product that was developed for, for
      instance, a gaming application.

  64. This becomes already obvious from the following tables which set out the characteristics of bill recyclers and bill acceptors for different
      applications.

  65. Bill acceptors have the following specific characteristics for different applications.

Table 1 Characteristics and prices of bill acceptors by vertical

|Bill Acceptors               |PRODUCT CHARACTERISTICS                                                                                              |
|                             |Vending                   |Gaming                    |Retail                        |Transportation                  |
|                             |Full Line                                                                                                            |
|                             |Vending                  |Gaming                     |Retail                        |Transport                       |
|                         |Full Line        |Bottling         |AWP             |
|Crane                    |[20-30]%         |[20-30]%         |[20-30]%        |
|MEI                      |[40-50]%         |[40-50]%         |[40-50]%        |
|Crane+MEI                |[70-80]%         |[70-80]%         |[60-70]%        |
|Azkoyen                  |[10-20]%         |[10-20]%         |[10-20]%        |
|Sanden                   |[5-10]%          |[5-10]%          |[5-10]%         |
|Coinco                   |[0-5]%           |[5-10]%          |[5-10]%         |
|Jofemar                  |[0-5]%           |[0-5]%           |[0-5]%          |
|PayTech                  |[0-5]%           |[0-5]%           |[0-5]%          |
|Comestero                |[0-5]%           |[0-5]%           |[0-5]%          |
|Other                    |[0-5]%           |[0-5]%           |[0-5]%          |
|Total                    |100%             |100%             |100%            |

Source: Notifying Party

Closeness of competition and the removal of an important competitive constraint

  66. The Commission has not been able to confirm the Notifying Party's argument that Crane and MEI are not each other's closest competitors with
      respect to coin recyclers based on tubes on the basis of the market investigation or the internal documents. To add, the examination of the
      bidding data supplied by both Crane and MEI shows that the Parties often compete head-to-head and  that  as  a  result  of  the  merger  an
      important competitive constraint will be lost.

  67. In the market investigation, all but one competitor stated that Crane and MEI are each other's closest competitors in coin recyclers  based
      on tubes.[98] Also a clear majority of the customers in the vending segment stated that Crane and MEI are each other's closest  competitors
      in coin recyclers based on tubes in the EEA.[99]

  68. The competitors give the average highest rating to both Crane and MEI in terms of quality, product portfolio,  servicing  and  maintenance,
      distribution network and reputation.[100] Other suppliers of coin recyclers based on  tubes,  i.e.  Azkoyen,  Jofemar,  Paytec  and  Sanden
      generally perceive themselves as weaker than Crane and MEI as regards these criteria. Compared to the Parties Azkoyen, Jofemar  and  Paytec
      admit they have a worse distribution network and Sanden considers it has a much worse product portfolio. As regards the  regional  presence
      it was noted by a competitor that "Crane (NRI) and MEI are "absolutely" represented in Europe, they are everywhere."[101] Another  supplier
      sees Crane and MEI as each other’s closest competitors and refers to the other manufacturers of coin payment mechanisms as  "niche  players
      selling very small volumes".[102]

  69. The customers in the vending segment perceive Crane and MEI as similarly strong in terms  of  quality,  product  portfolio,  servicing  and
      maintenance, distribution network and reputation. Compared to other suppliers of  tubes-based  coin  recyclers  such  as  Azkoyen,  Coinco,
      Jofemar, Paytec and Sanden, Crane and MEI obtain the highest rating for the above-mentioned criteria from their customers  in  the  vending
      segment.[103] One of the respondents in the market investigation noted that a particular strength of both Crane and MEI  lays  in  research
      and development capacities, while no other competitor was mentioned as having such strength.[104] In the market investigation  one  of  the
      big customers in the vending segment stated: "In tube-based coin recyclers, MEI and Crane are the clear market leaders in the EEA,  due  to
      the features of their products, reliability and distribution and service network. […] There are also others, such  as  Azkoyen,  Coges  and
      Jofemar, but they are not as good as the leading two companies. As to other suppliers, Sanden is  present  in  the  market  but  is  mainly
      concentrated in Asia."[105] Another large vending customer added that from technological perspective Crane and MEI are equal.[106]

  70. Both competitors and customers not only attribute to Crane and MEI higher rating points  for  quality,  product  portfolio,  servicing  and
      maintenance, distribution network and reputation than those attributed to other suppliers, but they also award very similar rating to Crane
      and MEI on average. For instance a majority of both customers and competitors awarded the same (and highest) rate for quality both  to  MEI
      and Crane.[107]

  71. The analysis of the internal documents of the Parties also confirms that MEI and Crane are each other's closest  competitors  in  the  full
      line vending segment, which is particularly important for […].[108] Internal documents over the past three  years  consistently  show  that
      […], by stating: […].[109] Another document specifies MEI's strength as being […] and Crane's as holding the […].[110]  Their  competitors,
      such as […] and […]'s sales are "[…].[111]

  72. Additionally it is evident from these documents that Crane has been highly successful in  expanding  in  the  European  full  line  vending
      segment over the recent past, thanks to a combination of product innovation and the  development  of  effective  local  sales  and  support
      networks. This growth has come at the expense of MEI, generating a significant price response. This shows that Crane and MEI are vigorously
      competing with each other, and that an important competitive constraint would be lost as a  result  of  the  transaction.  Crane  has  been
      particularly successful in the European vending market following the introduction of its 'Currenza C2' coin recycler, which is mentioned as
      […].[112] Crane refers to the Currenza C2 […] and Crane plans to win market share with […].[113] As a result of the  introduction  of  this
      new product, […].[114] An internal document shows that Crane is […].[115] The fact that MEI has […] is reflected in the internal documents,
      which mention, for instance, […],[116] […][117] and […][118]. […][119], […][120] and […][121]. Internal documents also show that […].[122]

  73. The fact that Crane and MEI compete vigorously in the vending segment was confirmed by one of  the  vending  customers,  which  noted  that
      switching part of the supplies from one of the Parties to another enabled them to obtain better prices.[123]

  74. The discussion above shows that Crane is the key challenger to MEI in the full line vending segment in the EEA and it is making significant
      inroads into MEI's strong position across the EEA, while MEI is responding to this competitive threat by reducing its prices.

  75. The evidence from the internal documents and the market investigation is corroborated by the analysis of the  Parties'  bidding  data.  The
      Commission received extensive bidding data from the Parties in the full line vending segment from both Crane and MEI,  separately.  Crane's
      submission includes [400-500] EEA tenders for tube-based coin recyclers while MEI's submission is comprised of  [200-300]  EEA  tenders  in
      this segment for the period between 2010 and 2012.[124] The conclusions that can be drawn from the analysis of  bidding  data  are  similar
      across the two datasets. In particular, the data indicates that the Parties are the most successful players in the EEA, that they are  each
      other closest competitors, and that the competitive constraint from Crane,  the  challenger,  on  MEI,  the  incumbent,  has  been  growing
      significantly in the recent past. The following paragraphs outline the results of the bidding analysis in more detail.

  76. The results across the two datasets show that Crane has been awarded between […] of overall win events, whilst MEI accounts for […] of  all
      win events.[125] This confirms the high combined market shares provided by the Parties. Moreover, the data also shows that there is a  high
      frequency of joint wins for Crane and MEI, indicating that customers perceived the Parties as the two best options, and are therefore close
      competitors. In particular, in Crane's dataset about […][126] of Crane's wins are  joint  with  MEI  between  2010  and  2013  (whilst  the
      equivalent figure for MEI is of […][127]).

  77. The bidding data also contain an indication of competitors which were present in each tender, but that were not awarded the contract.  This
      information also supports the conclusion that the Parties are a particularly close constraint on each other. In particular looking  at  the
      sole wins of Crane in Crane's data set, in […] of the cases MEI is considered as an alternative supplier, while […] is mentioned in […]  of
      the cases. […] and […] are mentioned as alternative supplier in […] and […] of Crane's sole wins, respectively. […] other  competitors  are
      mentioned as potential suppliers in Crane's sole wins. An analogous assessment of MEI's sole wins in MEI's dataset  shows  that  Crane  has
      been considered in […] as an alternative supplier, followed by […] with […]. […] and […] were mentioned as an alternative supplier in about
      […] and […] of Crane's sole wins, respectively. […], […] and […] were only mentioned in less than […] of MEI's sole wins.

  78. Crane's data for the period 2010-2012 also indicates that the largest competitor to the Parties, […], accounts for […]  wins  ([…]  of  all
      wins) between 2010 and 2012 of which almost […] are sole wins. […], however, has a strong regional focus, with close to  […]  of  its  wins
      obtained in […], almost […] of wins in […], and only […] win in each of […] and […]. Moreover, […] annual win rate  aggregating  over  sole
      and joint wins has not increased to any significant extent over time, ranging between […] during the 2010-2012  period.  Other  competitors
      have minimal win events in Crane's dataset: […], […] and […], respectively have less than […] wins in the data between 2010 and 2012.

  79. An analysis of Crane's data by year shows that Crane's share of wins (including both sole and joint wins) increased rapidly during the 2010-
      2012 period, growing from […] in 2010, to […] in 2011, and […] in 2012. Over the same period, Crane's share of sole wins (as  a  percentage
      of all tenders) increased even more from […] in 2010, to […] in 2011, and […] in 2012. The data also shows that Crane's growth has come  at
      the expense of MEI, whose share of sole wins (as a percentage of all contracts) dropped from […] in 2010, to […] in 2011 and […]  in  2012.
      This trend is also evident in terms of reported revenues, with revenues reported for MEI-alone wins falling from […] USD in 2010 to […] USD
      in 2012, whilst at the same time Crane-alone wins increased from […] USD to […] USD (whilst reported revenues to Crane in joint  wins  with
      others increased from […] in 2010 to […] in 2012). This successful growth by Crane is in line with the evidence  from  the  Crane  internal
      documents that is summarised above.[128]

  80. To conclude, the evidence of the market investigation and the internal documents clearly show that the Parties compete  strongly  and  that
      they are viewed as each other´s closest competitors. This is corroborated by the evidence of the bidding data.  The  latter  analysis  also
      points to the fact that Crane has been the key challenger in the market for coin recyclers based on tubes in which MEI is  the  traditional
      incumbent and that Crane is increasingly making inroads into the market at the expense of the incumbent MEI, generating in  turn  a  strong
      price reaction from MEI. Therefore, the Commission finds that the proposed transaction would remove an immediate competitive constraint  in
      the market for tube-based coin recyclers. In order to outweigh such a development, it would have to be more likely than  not  that  another
      competitor could replicate the significant competitive constraint exercised by Crane on the present market leader MEI. Taking into  account
      the high combined market shares, the evidence of the market investigation, the internal  documents  and  the  bidding  data  analysis,  the
      Commission considers that it is unlikely that the remaining competitors in the market would be able to exercise the  necessary  competitive
      constraint to compensate the significant loss in competition resulting from the merger.

Barriers to expansion and barriers to entry

      Expansion of existing competitors and entry

  81. According to the Notifying Party a number of competitors have in the last five years successfully entered the market  for  tube-based  coin
      recyclers. These include: Comestero in 2012, Paytec in 2011 and ICT.[129] Panasonic and Fuji Electric are, in the opinion of the  Notifying
      Party, potential entrants into the market.[130] However, as discussed above in paragraph 115, the market shares of the Parties' competitors
      have stayed roughly constant over the period 2010 to 2012. Moreover, Comestero has remained  at  zero  market  share  during  that  period.
      Overall, none of these competitors have been able to expand considerably in the last three years.

  82. The only three respondents in the market investigation that mentioned Comestero and  the  one  respondent  that  mentioned  ICT  as  recent
      entrants into the market for coin recyclers are in fact distributors of payment systems.[131] None of the customers in vending were able to
      provide a name of a potential entrant into the market of payment systems.[132]

  83. Comestero confirmed that it introduced its own coin recycler  based  on  tubes  in  2012,  having  earlier  been  a  distributor  of  other
      manufacturers' products. However, Comestero stated that they are mostly only able to target small and  medium  size  customers  with  their
      product.[133]

  84. ICT, a Taiwanese company, traditionally active in bill payment systems, did launch their tube-based coin recycler one  to  two  years  ago;
      however, they did not manage to win any contract for it in Europe or even to participate in any tender. According to ICT, they  still  need
      to develop the distribution and after-sales network in Europe and build up relationships with the vending customers. In addition, since ICT
      does not have vending machines among their product portfolio, they need to carry out longer testing of  their  coin  recyclers  than  those
      suppliers which are vertically integrated in order to ensure that their recyclers are compatible with the vending machines.[134]

  85. Some of the customers expressed doubts as to whether Asia-based manufacturers can become credible suppliers  of  coin  recyclers  based  on
      tubes in the EEA market, due to the difficulty in obtaining a "satisfactory level of  after-sales  support  from  them.  Also  due  to  the
      inadequate quality of their products, not well established image in the EEA and lack of sales network".[135] The visibility of ICT  in  the
      EEA appears to be indeed limited, since in the market investigation one of the bigger customer stated that they were  not  aware  that  ICT
      offers coin recyclers based on tubes.[136] A competitor in coin recyclers based on tubes noted that ICT's "products have deficits in  terms
      of quality and reliability because they [i.e. ICT] do not have the engineering capacity".[137]

  86. Another competitor who won a few contracts over Crane or MEI considers it is not competitive compared to the Parties, as it does  not  have
      global presence nor an established brand reputation.[138] Another competitor that is active in coin payment systems but does not offer coin
      recyclers based on tubes estimated that it would need approximately 3 years and at least EUR  1,500,000  for  the  development  of  such  a
      product.[139]

  87. It results from the market investigation that the competitors which have introduced new coin recyclers based on tubes  are  not  likely  to
      gain market share sufficiently quickly with their products in the EEA in order to replicate the competitive constraint Crane has  exercised
      on MEI until now. ICT is an Asia-based manufacturer, and did not manage to obtain sufficient presence in the coin recyclers market  in  the
      EEA to become a credible supplier for the customers. As a result, it  is  not  viewed  by  customers  and  competitors  alike  as  a  clear
      alternative to Crane and MEI nor to other market participants. Comestero is  a  niche  player,  while  Jofemar  has  also  not  gained  any
      significant footprint in the market. Paytec's market share has remained stable and low in  the  last  three  years.  As  to  the  potential
      entrants mentioned by the Notifying Party, i.e. Panasonic and Fuji Electric, none of the competitors or customers named them  as  potential
      entrants.

  88. The internal documents provided by Crane on the European vending market that cover the period between 2010 and 2012 are consistent with the
      qualitative evidence from the market investigation. They indicate that other competitors have been unsuccessful in their  efforts  to  make
      inroads to the market.[140] The documents also more generally […] the position of some of the competitors, for example by stating that  […]
      has […][141] and is also described as having a focus on […]. Because of this focus […].[142] Figure 3 shows […].

Figure 3: Overview of Acquisition Target Companies

[…]

      Sales & Distribution and Service Network

  89. While the full line vending segment includes a number of large buyers such as Selecta, Autobar and Mars, it is mainly  characterised  by  a
      very fragmented demand, with thousands of small customers in the EEA with which a  customer  relationships  needs  to  be  established  and
      maintained. Sales are typically made directly with the operators of vending machines and the Parties make the vast majority of their  sales
      via their direct sales force. Suppliers therefore need to take a significant distribution effort to  reach  the  whole  potential  customer
      base. This is in contrast with other verticals, e.g. transport, where the number of potential customers is significantly lower.

  90. The market investigation has shown that it is crucial to have a well-developed sales network (both direct  and  indirect  sales  force)  in
      order to penetrate the market and to continue to be a successful market player.

  91. The majority of the vending customers mentioned the availability of after-sales technical network as the one of the four (apart from price,
      quality and reliability) main factors taken into account when choosing a supplier of payment systems (both coin  and  bills).[143]  Also  a
      majority of competitors in coins mention distribution and technical network as key success  factors  for  the  suppliers  of  coin  payment
      systems.[144] One of the competitors in coins emphasised that in particular for the vending segment, where "customers (operators) are  many
      and spread in the territory" it is necessary to set up a national distribution/sales network and  to  have  local  servicing.[145]  Another
      competitor noted that "customers need close assistance during all stages of product implementation preferably in their  language.  Personal
      relationship is important to introduce the products to potential customers, if successful this is followed by an intensive  testing  period
      where customer needs assistance. This is followed by service requests during implementation and during operation."[146]  According  to  the
      majority of competitors establishing a new distribution network and a service/support network  requires  significant  investment  and  lead
      time.[147] ICT, which while already active in the bill payment systems is now trying to enter the market for coin recycler based  on  tubes
      in the EEA, admits that establishing "a new network of business, distributors, servicing and sales persons" is the main challenge in moving
      across the segments.[148] In particular training the technicians to enable them to service coin recyclers, as opposed to  coin  dispensers,
      is more time-consuming and more complex.[149]

  92. Crane and MEI clearly stand out with respect to the extent of their distribution and after-sales network. As one competitor  noted  "larger
      companies have a much better position. MEI's network is excellent compared to others".[150] Another competitor added: "The merged  entity's
      position is made even stronger by their presence in many countries, everywhere in Europe (e.g.  sales  office)  and  customer  accounts  or
      distributors."[151]

  93. The internal documents show that Crane […].[152] Thus the internal documents show that […][153]. Crane links this  strategic  objective  to
      the fact that the European downstream market is […][154], thus requiring […] [155] ([…]). In general the market for all verticals  is  said
      to be […] and that […]. Furthermore, […].[156]

  94. Taking into account the market investigation, the analysis of internal documents  and  the  other  information  available,  the  Commission
      considers that the specificities of the vending segment require extensive distribution and after-sales network.  Both  Crane  and  MEI  are
      viewed both by their competitors and customers in the vending  as  particularly  strong  in  terms  of  their  servicing  and  distribution
      network.[157]

      Technical Know-how and R&D

  95. Another important characteristic of the market for coin recyclers based on tubes is that it requires significant know-how on many technical
      features (such as measuring, sorting and dispensing of coins, distinguishing genuine coins from fake ones etc.) which can only be  acquired
      over years of experience and through well-trained technical personnel (i.e. engineers qualifying on different technological dimensions such
      as mechanics, electronics, software etc.). As one of the competitors in coins put it "This is not an exact science, it's a knowhow that one
      firm can master after a long time in the sector."[158] The competitors have also noted that a supplier of coin recyclers needs to establish
      a "coin library", i.e. a collection of samples of coins for different currencies, including their updates, modification and  additions,  as
      well as samples of fake coins, also with all the later modifications.[159] It takes time to establish and fine-tune such a coin library and
      lack of a comprehensive collection of coins will be immediately reflected in the reliability of the coin payment system.

  96. Competitors and customers recognise that Crane and MEI have managed to develop and patent certain innovative technologies with  respect  to
      coin recyclers based on tubes, which make them clear market leaders in terms of patents. For instance they both have  a  technology,  which
      allows for determining how many coins are stored in a tube and thus the remaining capacity of the tube.[160] While it might be possible  to
      innovate around those patents, the competitors claim that it would take them several years to achieve a similar result.

  97. The need to innovate, and to add functionalities and extensions to existing products is also identified by Crane in the internal  documents
      as […][161].

      Importance of reputation

  98. For customers of unattended payment systems the reputation of their supplier of payment system is important, as they associate it  directly
      with quality.[162] Customers have to be convinced about the reliability of the payment system, because only if the payment system  operates
      smoothly the vending machine will be bringing revenues.

  99. For this reason the customers in the vending segment prefer to choose "big names", i.e. the recognised, incumbent suppliers, such as  Crane
      and MEI.[163] Those suppliers have also succeeded in establishing good relations with the major customers, which for their competitors  are
      difficult to penetrate.[164] Moreover, customers in the EEA are conservative and have a preference for suppliers located in  the  EEA,  the
      U.S. or Japan. In addition larger customers typically only consider suppliers that are active in the entire EEA because only such suppliers
      can provide them with EEA-wide service.[165]

Countervailing Buyer Power

 100. While there are a number of larger customers in the vending segment in the EEA, such as Autobar or Selecta, the large  majority  of  buyers
      are very small and demand is fragmented in the EEA with thousands of small operators present. The Notifying Party  itself  states  that  in
      addition to large multinational or national vending machine operators there are almost 10,000 regional operators in the EEA.

 101. Although most coin competitors stated that customers do have buyer power, they did not clarify  which  of  their  customers  and  in  which
      segments[166] and it is not clear how these responses relate in particular to customers of tubes-based coin recyclers. In any  event,  even
      if a particular segment of customers, namely the large customers, had bargaining power, while others had not, this would not be  sufficient
      to off-set potential adverse effects created by the transaction.[167] In addition, one of the big customers in the  vending  segment  noted
      that they might lose bargaining power vis-à-vis the merged entity.[168]

Conclusion on coin recyclers based on tubes

 102. Based on the very high market shares, the fact that the Parties are each other's closest competitors, the significant barriers to entry and
      the substantiated customer concerns, the Commission concludes that the transaction gives rise to a serious risk of non-coordinated  effects
      on the market of coin recyclers based on tubes in the EEA through the creation or strengthening  of  a  dominant  position,  and  therefore
      raises serious doubts as to its compatibility with the internal market and the EEA Agreement in relation to this market.

6 Coin acceptors

 103. The Notifying Party states that coin acceptors are commodity products used across all verticals but mostly sold in the vending  and  gaming
      segment. In the view of the Notifying Party there is strong competition between the suppliers of coin acceptors, none of them  is  capacity
      constrained and customers have no barriers to switching suppliers.[169] As a result the proposed transaction, according  to  the  Notifying
      Party, does not raise competition concerns in the market for coin acceptors.

 104. As set out in Table 4, the combined market share of the Parties in the market for coin acceptors in the EEA is significant  with  [40-50]%.
      However, the increment added by MEI is moderate with [5-10]%. Three other competitors, Azkoyen, wh'Münzprüfer  and  Comestero  have  higher
      market shares than MEI.

Table 4: Market shares in the EEA for coin acceptors

|                           |2012              |2011            |2010            |
|Crane                      |[30-40]%          |[30-40]%        |[30-40]%        |
|MEI                        |[5-10]%           |[5-10]%         |[5-10]%         |
|Crane+MEI                  |[40-50]%          |[40-50]%        |[40-50]%        |
|Azkoyen                    |[10-20]%          |[10-20]%        |[10-20]%        |
|wh'Münzprüfer              |[10-20]%          |[10-20]%        |[10-20]%        |
|Comestero                  |[10-20]%          |[5-10]%         |[5-10]%         |
|Alberici                   |[0-5]%            |[0-5]%          |[5-10]%         |
|Paytec                     |[0-5]%            |[0-5]%          |[0-5]%          |
|Jofemar                    |[0-5]%            |[0-5]%          |[0-5]%          |
|Other                      |[5-10]%           |[5-10]%         |[5-10]%         |
|Total                      |100%              |100%            |100%            |

Source: Form CO

 105. The results of the market investigation indicated that coin acceptors are relatively cheap[170], standardised products[171]  and  customers
      do not require specific features.[172] The technology to produce coin acceptors is simpler than for coin recyclers, since  for  the  former
      only the electronic sensors and the one-way coin transportation technology is required, as opposed to the transportation in and  out  which
      is needed for coin recyclers.[173]

 106. As to switching, in the vending, retail kiosks and gaming segments a clear majority of the customers stated that coin  acceptors  from  one
      supplier can easily be replaced with those from another supplier.[174] A customer from the transport segment said that coin acceptors  have
      "identical mechanical, hardware and software interface, so it's quite easy to substitute."[175] Some customers in the gaming and  transport
      segments clearly stated that they have enough options among suppliers of coin acceptors from which they  can  choose.[176]  In  particular,
      Azkoyen was mentioned as a credible alternative supplier of coin acceptors.[177]

 107. The market for coin acceptors is mature and in the future it might decline. One of the big customers in the vending segment noted that  the
      use of coin acceptors is now decreasing in favour of coin recyclers and cashless solutions.[178] This was also  confirmed  by  one  of  the
      competitors in coins[179] and a customer in transport.[180] Another competitor stated  that  the  market  for  coin  acceptors  is  already
      saturated.[181]

 108. Based on the fact that sufficient competitors remain active post-transaction, the low barriers to switching and the absence of  complaints,
      the Commission concludes that the transaction does not raise competition concerns in the market for coin acceptors in the EEA.

3 Bill payment systems

 109. The markets for bill payment systems for transport applications where competition concerns are identified are assessed  separately  at  the
      level of bill recyclers and bill acceptors as well as at the overall  level  of  all  payment  systems  sold  into  transport  applications
      (Sections VII.2.2.1 to VII.2.2.3). The proposed transaction leads to serious doubts as to its compatibility with the  internal  market  and
      the EEA Agreement under each of those alternative market definitions.

 110. The affected markets for bill payment systems where no competition concerns are identified are assessed only at the level of bill recyclers
      and bill acceptors (Sections 206 to VII.2.2.8). The proposed transaction does not lead to serious doubts as to its compatibility  with  the
      internal market and the EEA Agreement even under these narrowest market definitions.

1 Bill recyclers for transport applications

 111. As explained in section VI.1.2.5.2, bill recyclers used in transport applications, in particular in ticket vending  machines  ("TVMs")  for
      mass transit, are high-end products which need to have a number of characteristics, such as a full-note escrow function, multi-denomination
      handling, high reliability, high speed, high capacity, resistance to certain weather conditions and resistance to vandalism.

 112. Both Crane and MEI are active in the supply of bill recyclers for transport applications in the sub-segment of off-street parking and  mass
      transit. However, there is no overlap in the on-street parking sub-segment as MEI is not active in this segment.

Arguments of the Notifying Party

 113. The Notifying Party argues first, that MEI is strong in the mass transit sub-segment while Crane's main focus is on off-street parking  and
      that, hence their offering is complementary. According to the Notifying Party, alternative suppliers for bill recyclers exist.  First,  the
      manufacturers of payment systems for other verticals could easily enter the transport segment as barriers to entry are low. In addition,  a
      number of Asian companies are well positioned to sell unattended payment systems used in transport applications into the EEA (such  as  GRG
      from China or Puloon from South-Korea). The Notifying Party argues finally that countervailing bargaining power exists.

 114. The Notifying Party thus concludes that, despite the  Parties'  combined  position  in  the  transport  segment  for  bill  recyclers,  the
      transaction will not lead to a significant impediment of effective competition.

Market Structure

 115. The proposed transaction would lead to a combined  market  share  of  the  Parties  of  [90-100]%  in  bill  recyclers  for  transportation
      applications in the EEA with only one remaining competitor, TNSi. The proposed transaction can be thus considered a '3 to 2' consolidation.

Table 5: Market shares for bill recyclers for transport applications in the EEA

|                           |2012              |2011              |2010            |
|Crane                      |[40-50]%          |[50-60]%          |[40-50]%        |
|MEI                        |[40-50]%          |[30-40]%          |[40-50]%        |
|Crane+MEI                  |[90-100]%         |[90-100]%         |[80-90]%        |
|TNSi                       |[5-10]%           |[5-10]%           |[10-20]%        |
|Total                      |100%              |100%              |100%            |

Source: Notifying Party

 116. TNSi's European focus has been historically Germany as it had entered the European market with a "Deutsche Mark" solution.[182] Since  TNSi
      only has payment systems for the EUR and for only a very limited number of other EEA-currencies such as Polish zloty PLZ and  Danish  crown
      DKK, the transaction would even result in a '2 to 1' consolidation with the merged entity being the only supplier in certain regions of the
      EEA.[183]

Impact of the transaction

 117. Many customers voiced concerns in the market investigation in relation to the fact that after the transaction they would be left with  only
      two suppliers. For instance customers stated: "the  number  of  available  different  vendors  will  reduce  dramatically.  The  true  real
      alternative will remain Toyo [=TNSi] product, with some technical limitations".[184] "Toyocom (JP)[=TNSi] is the only comparable competitor
      on the market next to the parties for bill solutions in transport"[185] The same view was shared by a competitor in  overall  bill  payment
      systems: "the Parties will have [w]orldwide monopoly for high end bill recyclers".[186]

 118. According to the customers, the transaction would weaken their negotiation power and  eliminate  a  key  competitive  constraint.[187]  For
      example one customer expects "loss of bargaining power and higher prices in bill recycling systems for transport market."[188]  Apart  from
      price increases,[189] the customers fear reduced innovation and a smaller product portfolio[190].

Closeness of competition

 119. As regards closeness of competition, customers and competitors consider the Parties to be close,  if  not  the  closest,  competitors  with
      regard to bill recyclers in the transport segment.[191] The closeness of competition was assessed by the market participants on  the  basis
      of a number of parameters, such as quality, service network, product portfolio and reputation.[192]

 120.  With regard to the Notifying Party's argument that Crane primarily sells to off-street parking customers whereas MEI  primarily  sells  to
      mass transport customers, the Commission notes that Crane's internal documents show that […].[193] MEI had also planned  […].[194]  In  any
      event Crane and MEI appear to be most likely entrants in the other segment, as evidenced by Crane’s […] and MEI's […].[195]

Removal of an important competitive constraint

 121. Crane entered the transport segment recently with its Bill-2-Bill ("B2B") transport model[196]. As a competitor also stated,  "Crane  is  a
      relatively new entrant but was successful enough to win important market shares."[197]

 122. The Notifying Party regards itself as a challenger to MEI's strong position in  the  bill  recycler  transport  segment.  In  its  internal
      documents Crane sees itself as […].[198] Crane's internal documents further confirm its  role  as  […].  For  instance:  […].[199]  Crane's
      position as an active rival in transport is further evidenced by […].[200]

 123. Transport customers also confirmed that Crane has been trying to probe MEI's position, leading to fiercer  competition  and  lower  prices.
      Crane was very active in approaching transport customers and trying to sell the B2B to this segment.  Customers  stated  for  example  "The
      parties were both always present in [our] tenders and were actively competing against each other to make the best offer in terms of  price,
      new features and quality, approach to the customer. The Parties  were  a  constraint  for  each  other.  With  the  disappearance  of  this
      competition [we are] afraid that  the  offers  made  by  the  newly  created  entity  will  be  less  attractive  in  terms  of  price  and
      innovation."[201] or "There is a big price competition between Crane and MEI currently."[202]

Barriers to entry and potential entry

 124. The Parties’ own internal documents and the market investigation do not support the Notifying Party's argument that entry barriers are low.
      As will be shown below, manufacturers of payment systems for other verticals do not appear to have the ability to enter the market for bill
      recyclers for transport applications in a sufficiently timely manner that would be able to deter or defeat any  potential  anti-competitive
      effects of the merger.

      Technical know-how, R&D, sales and distribution network

 125. According to the Horizontal Merger Guidelines, incumbents in a market may enjoy technical advantages over potential new rivals in the  form
      of preferential access to innovation and research and development (“R&D”), and potentially also intellectual property rights. Those factors
      may constitute a barrier to entry in the market.[203]

 126. These barriers to entry include high development costs and long development times, the need for significant know-how  and  experience.[204]
      One major competitor stated: "The bill acceptors / recyclers with escrow functionality for high-end transport market is a big challenge  in
      terms of the reliability and quality of the products."[205]

 127. The outlined differences in product characteristics and competitive dynamics already point to the existence of barriers to  entry  for  the
      sale of bill payment products to transport customers. The majority of competitors confirmed that there are generally  significant  barriers
      to sell the same bill payment system used in one vertical into another  vertical.[206]  A  competitor  explained  “The  producers  of  bill
      acceptors / recyclers need to have the right products at right price point to enter each market.”[207]

 128. The results of the market investigation also point to the importance of the sales  and  distribution  network  in  bill  recyclers  in  the
      transport segment. In particular, the results show that bill payment producers  have  to  understand  the  needs  of  their  transportation
      customers before being able to develop and sell a suitable bill payment solution in the transport segment. Moreover,  competitors  stressed
      that there is a need to build up the necessary servicing and distribution networks.[208]

      Importance of Reputation and perceived Switching Costs

 129. Similarly, barriers to entry may also exist because of the established position of the incumbent firms, as a result of their experience and
      reputation for a high quality product.[209]

 130. The market for bill recyclers for transport appears to be characterised by consumer inertia with conservative customers, who are  unwilling
      to switch and require previous references for similar projects from the potential suppliers and a demonstration of a large  installed  base
      of payment systems.[210]

 131. The market is also characterised by elevated  integration  costs,  in  particular  for  the  first  customer  of  a  given  payment  system
      product.[211] According to one competitor "The market is also very conservative and dominated by Mei / Crane. [...] The […]  difference  in
      the software and footprint makes the machine  producers  demotivated  to  integrate  a  new  product  unless  the  price  is  significantly
      cheaper."[212] A major customer confirmed that it "would not integrate a new supplier easily; it is a long journey and includes field tests
      and is associated with costs."[213]

 132. The Notifying Party's internal documents further support the market respondents' view about conservative customers. According to statements
      in internal documents […].[214]

      Potential market entry by manufacturers active in other verticals

 133. The Notifying Party argues that potential entrants to the transport segment could be the companies which are present in other verticals.

 134. The market investigation has not supported the claim that competitors active in other verticals such as retail,  gaming  or  vending  could
      easily enter the transport market.

 135. As regards competitors in the field of gaming or vending, these only have low-end or mid-range products, and the market  investigation  has
      pointed to the existence of significant barriers to entry, which make it  difficult  for  suppliers  of  payment  systems  to  move  across
      segments. Some customers have pointed out that manufacturers already present in the bill market and well  established  in  other  segments,
      such as gaming, have unsuccessfully tried to develop a bill recycling solution, including for transport customers, but failed to provide  a
      bill recycler with features and quality comparable to the Parties' products.[215]

 136. Regarding competitors in the field of retail, one of the potential entrants mentioned by the Notifying Party is Glory,  who  sells  a  bill
      recycler for retail self-check-out applications. Glory, however, does not have any marketing activities in the transport  market  according
      to customers. Customers also described Glory as focused on banking solutions and therefore higher priced and too  expensive  for  transport
      applications.[216]

 137. As another potential entrant to the market, the Notifying Party named Fujitsu which has developed a bill recycler for the transport  market
      to be launched in the near future. Fujitsu has so far been present in bill dispensing solutions for  transport  and  retail  self-check-out
      customers. In the market investigation it was not mentioned that Fujitsu would be a viable alternative  to  Crane,  MEI  and  TNSi  in  the
      transport market, but instead Fujitsu was seen as not operating in this market.[217]

Countervailing Buyer Power

 138. The Horizontal Merger Guidelines set out the conditions as to when countervailing buyer power can be considered as a constraining factor on
      a supplier: “Countervailing buyer power cannot be found to sufficiently off-set potential adverse effects of a merger if  it  only  ensures
      that a particular segment of customers, with particular bargaining strength, is shielded from significantly higher prices  or  deteriorated
      conditions after the merger. Furthermore, it is not sufficient that buyer power exists prior to the merger, it must also exist  and  remain
      effective following the merger. This is because a merger of two suppliers  may  reduce  buyer  power  if  it  thereby  removes  a  credible
      alternative.”[218]

 139. The results of the market investigation did not show the existence of countervailing bargaining power. In transport, the customers  do  not
      seem that large compared to, for instance, manufacturers of retail self-check-out machines, and the high perceived switching costs diminish
      the degree of buyer power.

Conclusion on bill recyclers for transport applications

 140. Based on the very high combined market share, the existence of only one alternative supplier and the significant barriers to entry, as well
      as the substantiated customer concerns, the Commission concludes that the transaction gives rise  to  a  serious  risk  of  non-coordinated
      effects on the market of bill recyclers for transport applications by creating or strengthening a dominant position, and  therefore  raises
      serious doubts as to its compatibility with the internal market and the EEA Agreement in relation to this market.

2 Bill acceptors for transport applications

 141. Similarly to bill recyclers, bill acceptors used in transport applications, in particular in ticket  vending  machines  ("TVMs")  for  mass
      transit, are high-end products which need to have a number of characteristics, such as  a  full-note  escrow  function,  multi-denomination
      handling, high reliability, high speed, high capacity, resistance to certain weather conditions and resistance to vandalism. As in the case
      of bill recyclers, both Crane and MEI are active in the supply of bill acceptors for transport applications in the  segment  of  off-street
      parking and mass transit but there is no overlap in the on-street parking segment.

 142. The Commission notes that many of the arguments with regard to bill recyclers  in  transport  also  apply  for  bill  acceptors,  both  for
      technical features and the competitive assessment. Moreover, in the market investigation, several respondents  made  joint  statements  for
      both bill recyclers and bill acceptors.

Arguments of the Notifying Party

 143. The Notifying Party argues first that  Crane  does  not  currently  offer  a  high-end  frontload  bill  acceptor  with  multi-escrow  note
      functionality which is often required by mass transit customers in the transport segment. Crane rather competes in  the  "lower"  transport
      segment, off-street parking.

 144. Moreover, according to the Notifying Party, in the lower-end of transport bill acceptors there are valid alternatives. The Notifying  Party
      argues finally, as in the case of bill recycler for the transport segment, that countervailing bargaining power exists.

 145. The Notifying Party thus concludes that, despite the  Parties'  combined  position  in  the  transport  segment  for  bill  acceptors,  the
      transaction will not lead to a significant impediment of effective competition.

Market Structure

 146. With regard to bill acceptors in the transport segment the transaction would lead to a combined market share of the Parties of [70-80]%  in
      the EEA currently with only two remaining competitor, JCM and TNSi. The transaction can be thus considered a '4 to 3' consolidation.  Given
      TNSi's limited portfolio of currencies out the euro-zone, covering only  the  Polish  Zloty  and  the  Danish  Crown,  the  effect  of  the
      concentration is even stronger in EEA countries that do not have the EUR.

Table 6: Market shares for bill acceptors in transport in the EEA

|                           |2012              |2011            |2010            |
|Crane                      |[10-20]%          |[5-10]%         |[10-20]%        |
|MEI                        |[50-60]%          |[60-70]%        |[60-70]%        |
|Crane+MEI                  |[70-80]%          |[70-80]%        |[70-80]%        |
|JCM                        |[10-20]%          |[10-20]%        |[10-20]%        |
|TNSi                       |[5-10]%           |[5-10]%         |[5-10]%         |
|G&D[219]                   |-                 |[5-10]%         |[0-5]%          |
|Total                      |100%              |100%            |100%            |

Source: Notifying Party

 147. As to the Notifying Party's claim that Crane does not currently offer a high-end frontload bill acceptor and that in the "lower"  transport
      segment, off-street parking, JCM is equally strong ([20-30]%), the Commission notes first that the relevant market to be looked at  is  the
      entire transport segment. Secondly, even in the lower-end segment, many customers see only  JCM  as  a  viable  alternative.  One  customer
      explained: "JCM can be considered […] as the only other alternative supplier for non-high end bill acceptors. […]  However,  JCM's  product
      cannot be considered high-end."[220] Finally, the Notifying Party itself explained that Crane has the technical capability to offer a high-
      end bill acceptor in the short term. In fact, in the market investigation customers stated that Crane is actively approaching customers and
      offers a downgraded version of the B2B as a bill acceptor which is viewed by the  customers  as  an  alternative  to  MEI's  bill  acceptor
      BNA.[221]

Results of the market investigation

 148. Customers raised concerns during the market investigation with regard to bill acceptors. For example, one customer indicated that "the main
      effect could be for the purchasing of bill acceptors, as we only use products from MEI and Crane.  This  could  affect  us  if  the  prices
      increase, as there is no real alternative to MEI and Crane for bill acceptors in transit segment. We can anticipate that this will not only
      affect us but the whole transit market. Summarizing, MEI is considered the 'de facto' standard for bill acceptors in  transit.  The  unique
      alternative for it now is Crane."[222]

Closeness of competition

 149. As regards closeness of competition, both customers and competitors consider the Parties close, if not the closest, competitors with regard
      to bill acceptors. According to one customer "For […] bill acceptors […] for transport customers, MEI and Crane are very close  competitors
      ([...] the BNA competes with the downgraded B2B)."[223] JCM is also mentioned as a close competitor for the  lower  end  of  the  transport
      segment (i.e. parking). As pointed out in paragraph 169, the closeness of competition was assessed by the market participants on the  basis
      of a number of parameters, such as quality, service network, product portfolio and reputation.[224]

 150. The Commission thus concludes that the Parties are close competitors in the supply of bill acceptors for transport applications.

Potential entry and barriers to entry

 151. With regard to barriers to entry the same considerations and assessment apply as for bill recyclers although the barriers to entry in terms
      of technology seem slightly lower for bill acceptors as they have a less complicated  technology  as  regards  the  transportation  of  the
      banknote within the payment system (one-way transportation into the stacker bag, as  opposed  to  the  two-way  transportation  of  a  bill
      recycler).

 152. For the detailed assessment on entry see in particular paragraphs 174 to 187 above. The barriers to entry result  from  the  need  to  have
      sufficient capabilities in terms of technical know-how, R&D as well as sales and distribution network and from the importance of reputation
      and perceived switching costs in transport applications. Furthermore, the Commission did not find evidence of a sufficiently  timely  entry
      by competitors from other verticals.

Countervailing buyer power

 153. With regard to countervailing buyer power the same considerations and assessment apply  as  for  bill  recyclers.  For  the  assessment  on
      countervailing buyer power see in particular paragraphs 188 and 189 above. The Commission finds that countervailing buyer power  cannot  be
      found to sufficiently off-set potential adverse effects of a merger if it only  ensures  that  a  particular  segment  of  customers,  with
      particular bargaining strength, is shielded from significantly higher prices or deteriorated conditions after the merger. Furthermore,  the
      results of the market investigation did not show the existence of sufficient countervailing bargaining power in transport applications.

Conclusion on bill acceptors for transport applications

 154. Based on the very high market shares, the existence of only limited alternative suppliers and the significant barriers to entry, as well as
      the substantiated customer concerns, the Commission concludes that the transaction gives rise to a serious risk of non-coordinated  effects
      on the market of bill acceptors for transport applications through the creation or strengthening of  a  dominant  position,  and  therefore
      raises serious doubts as to its compatibility with the internal market and the EEA Agreement in relation to this market.

3 Overall bill payment systems for transport applications

 155. With regard to the overall market for bill payment systems for transport applications the transaction would lead to a combined market share
      of the Parties of [70-80]% in the EEA.

Table 7: Market shares for overall bill payment systems in transport in the EEA

|                           |2012              |2011            |2010            |
|Crane                      |[20-30]%          |[20-30]%        |[20-30]%        |
|MEI                        |[40-50]%          |[50-60]%        |[50-60]%        |
|Crane+MEI                  |[70-80]%          |[70-80]%        |[70-80]%        |
|JCM                        |[5-10]%           |[5-10]%         |[5-10]%         |
|TNSi                       |[5-10]%           |[5-10]%         |[5-10]%         |
|Fujitsu                    |[5-10]%           |[0-5]%          |[0-5]%          |
|G&D                        |[0-5]%            |[0-5]%          |[0-5]%          |
|Other                      |[0-5]%            |[0-5]%          |[0-5]%          |
|Total                      |100%              |100%            |100%            |

Source: Notifying Party

 156. The detailed assessment in sections VII.2.2.1 and VII.2.2.2 equally applies to the overall market for bill payment  systems  for  transport
      applications. The Commission finds that TNSi’ capabilities to compete effectively with the merged entity are limited to  a  certain  extent
      due to its limited currency portfolio. Furthermore, the results of the market investigation point to adverse effects on competition of  the
      proposed transaction in terms of price and product innovation. Moreover, Crane and MEI are closely and strongly competing in the market  of
      bill payment products for transport applications and the proposed transaction will thus result in the removal of an  important  competitive
      constraint. In addition, there are important barriers to entry and there is a lack of sufficient countervailing buyer power by customers in
      the transport vertical.

 157. On that basis, the Commission considers that the transaction gives rise to a serious risk of non-coordinated effects on the market of  bill
      payment systems for transport applications through the creation or strengthening of a  dominant  position,  and  therefore  raises  serious
      doubts as to its compatibility with the internal market and the EEA Agreement in relation to this market.

4 Bill recyclers for retail SCO applications

 158. The Notifying Party argues that in relation to retail SCO bill recyclers, its sales are very modest and […]. Those legacy sales  relate  to
      contracts awarded in the past and include replacement systems and spare parts. The Notifying Party submits that as of today it has  no  new
      orders for bill handling products in retail SCO. As such, there is no material overlap. In addition, the Notifying Party argues that retail
      SCO OEMs have already selected their providers and these providers are broadly speaking "locked" into the current generation of products in
      the marketplace. Moreover, the Notifying Party submits that its products are not entirely suitable for retail SCO customers.

Table 8: Market shares for bill recyclers in retail SCO applications in the EEA

|                           |2012              |2011              |2010            |
|Crane                      |[0-5]%            |[0-5]%            |[0-5]%          |
|MEI                        |[30-40]%          |[0-5]%            |[10-20]%        |
|Crane+MEI                  |[30-40]%          |[0-5]%            |[10-20]%        |
|Glory                      |[60-70]%          |[90-100]%         |[80-90]%        |
|Total                      |100%              |100%              |100%            |

Source: Notifying Party

 159. The Commission notes that the Parties' combined market shares and the market share increment are relatively modest. Furthermore, the  award
      of contracts in the retail SCO markets is based on tenders. Customers issue tenders when they  develop  a  new  generation  of  retail  SCO
      terminals and usually continue working with that supplier  until  a  new  generation  is  developed.  Customers  contacted  in  the  market
      investigation identified a number of competitors to the Parties as potential suppliers of bill recyclers for retail SCO applications to  be
      considered in those tenders. In addition to Glory, Fujitsu, CI Tech and JCM were identified by customers as alternative suppliers.[225]

 160. The Commission notes that in relation to retail SCO applications, the internal documents of MEI show that […].[226] In those documents, MEI
      only identifies […] as competitors for […] in particular[227] while Crane […].

 161. The Commission also takes into consideration that the retail SCO market is characterized by four large and sophisticated customers,  namely
      NCR, Wincor Nixdorf, Toshiba[228] and Fujitsu who use sophisticated tender procedures. Two of those customers, Wincor Nixdorf and  Toshiba,
      already have in-house payment systems.

 162. In view of the above, the Commission concludes that the proposed transaction does not raise  competition  concerns  with  respect  to  bill
      recyclers for retail SCO applications.

5 Bill acceptors for retail SCO applications

 163. Similarly to the bill recyclers for retail SCO, the Notifying Party argues that in relation to retail SCO bill acceptors, Crane's sales are
      very modest and […]. Those legacy sales relate to contracts awarded in the past and  include  replacement  systems  and  spare  parts.  The
      Notifying Party submits that as of today Crane has no new orders for bill handling products in retail SCO. As such, there  is  no  material
      overlap. In addition, the Notifying Party argues that retail SCO OEMs have already selected their providers and these providers are broadly
      speaking "locked" into the current generation of products in the marketplace.

Table 9: Market shares for bill acceptors in retail SCO applications in the EEA

|                           |2012              |2011            |2010            |
|Crane                      |[0-5]%            |[0-5]%          |[0-5]%          |
|MEI                        |[80-90]%          |[70-80]%        |[70-80]%        |
|Crane+MEI                  |[80-90]%          |[80-90]%        |[70-80]%        |
|JCM                        |[10-20]%          |[10-20]%        |[30-40]%        |
|Total                      |100%              |100%            |100%            |

Source: Notifying Party

 164. The Commission notes that the market share increment is relatively modest. As the size of the EEA market of bill acceptors for  retail  SCO
      is limited at around EUR […], Crane’s EEA market share of [0-5]% was equivalent to sales of EUR […] to one customer in 2012.  According  to
      Crane, […]. Moreover, the market is characterised by the presence of other competitors. JCM and CI Tech were expressly  identified  in  the
      market investigation as alternative supplier to the Parties.[229] CI Tech currently has no sales of bill acceptors to retail SCO  customers
      but was identified as a potential supplier.

 165. The Commission also notes that the internal documents of MEI generally […]  and  that  the  market  is  characterized  by  four  large  and
      sophisticated customers who in part already have in-house payment systems as already explained in section 206.

 166. In view of the above, the Commission concludes that the proposed transaction does not raise  competition  concerns  with  respect  to  bill
      acceptors for retail SCO applications.

6 Bill acceptors for retail kiosk applications

 167. According to the Notifying Party, the payment systems sold to retail kiosk customers are the same products that are developed and  sold  in
      other verticals and there are no unattended payment systems developed particularly for this segment. Thus, the same competitive constraints
      that exist for these payment systems in other verticals operate with equal force in this segment.

Table 10: Market shares for bill acceptors in retail kiosk applications in the EEA

|                           |2012              |2011            |2010            |
|Crane                      |[10-20]%          |[10-20]%        |[10-20]%        |
|MEI                        |[20-30]%          |[20-30]%        |[30-40]%        |
|Crane+MEI                  |[40-50]%          |[40-50]%        |[40-50]%        |
|JCM                        |[20-30]%          |[20-30]%        |[20-30]%        |
|Innovative                 |[10-20]%          |[10-20]%        |[10-20]%        |
|ICT                        |[5-10]%           |[5-10]%         |[5-10]%         |
|Pyramid                    |[0-5]%            |[0-5]%          |[0-5]%          |
|Other                      |[5-10]%           |[5-10]%         |[5-10]%         |
|Total                      |100%              |100%            |100%            |

Source: Notifying Party

 168. Customers in retail kiosks indeed pointed out that payment mechanisms are usually  not  customized  for  their  individual  needs.[230]  No
      substantiated concerns were raised during the market investigation.

 169. The Commission notes that there are alternative suppliers on the market, with JCM and Innovative having a considerable market share with  a
      market share above or around the market share increment added by Crane. Respondents also named a few alternative competitors.[231]

 170. In view of the above, the Commission concludes that the proposed transaction does not raise  competition  concerns  with  respect  to  bill
      acceptors for retail kiosk applications.

7 Bill acceptors for gaming applications

 171. According to the Notifying Party the transaction does not  raise  competition  concerns  in  the  market  for  bill  acceptors  for  gaming
      applications, since the combined market share is not high and the  Parties  will  continue  to  face  competitive  constraints  from  other
      significant competitors.[232] The Notifying Party also argues that in the gaming segment the customers (i.e. the OEMs of the  AWP  machines
      and the casinos) due to their buyer power ensure a high level of competition before choosing suppliers of payment systems and tend to multi-
      source.[233]

 172. The transaction would create the third strongest player in the market for bill acceptors for gaming application, with the  combined  market
      share of [20-30]%. The leader in the market is JCM with [40-50]%, followed by Innovative with [20-30]%.

Table 11: Market shares for bill acceptors in gaming in the EEA

|                           |2012              |2011            |2010            |
|Crane                      |[10-20]%          |[5-10]%         |[10-20]%        |
|MEI                        |[10-20]%          |[10-20]%        |[10-20]%        |
|Crane+MEI                  |[20-30]%          |[20-30]%        |[20-30]%        |
|JCM                        |[40-50]%          |[40-50]%        |[30-40]%        |
|Innovative                 |[20-30]%          |[20-30]%        |[20-30]%        |
|ICT                        |[5-10]%           |[5-10]%         |[5-10]%         |
|GPT                        |[0-5]%            |[0-5]%          |[0-5]%          |
|Micro/GBA/Astro            |[0-5]%            |[0-5]%          |[0-5]%          |
|Other                      |[0-5]%            |[0-5]%-         |[0-5]%          |
|Total                      |100%              |100%            |100%            |

Source: Notifying Party

 173. In the course of the market investigation the major competitor confirmed that the big gaming customers tend to double-source  in  order  to
      minimise the risk of fraud.[234] An overwhelming majority of respondents in the market  investigation  confirmed  that  they  apply  multi-
      sourcing strategy for bill payment systems.[235]

 174. As regards switching, gaming customers are viewed by the competitors  in  bill  as  more  flexible  and  ready  to  switch  than  transport
      customers.[236] The major competitor noted that, as opposed to the transport segment "[i]n gaming segment, the  bill  acceptor  /  recycler
      producers provide the products with same communication protocol (software) and  the  same  footprint.  For  the  machine  producers  it  is
      relatively easy to switch from one supplier to another, as it does not involve redesign or reprogramming of their machines."[237] The  same
      major competitor confirmed that bill payment products of different suppliers can be integrated into one gaming machine.[238]  In  addition,
      bill acceptors for the gaming application are considered as low-end or mid-range products compared to those used in transport.[239]

 175. The gaming customers indicate that switching between payment systems suppliers is easy.[240] One of the customers clearly stated that  they
      have enough options among suppliers of bill acceptors from which they can choose.[241] In the course of  market  investigation  the  gaming
      customers did not express concerns as to the negative  impact  of  the  transaction  on  the  market  for  bill  acceptors  in  the  gaming
      application.[242] In fact some customers expect positive effects of the transaction in terms of greater product range.[243]

 176. In view of the limited combined market share of the Parties, existence of strong competitors, the fact that the customers  tend  to  multi-
      source and find it easy to switch and due to the lack of concerns raised by the  customers  in  the  course  of  market  investigation  the
      Commission concludes that no competition concerns arise with respect to the market for bill acceptors for gaming applications.

8 Bill acceptors for vending applications

 177. Bill acceptors used in vending applications are usually 'back-loading' products with limited functionalities, and they are considered  low-
      end products in the range of bill acceptors.[244] Bill acceptors are not widely used in vending in the EEA due to the high  value  of  euro
      coins when compared to, for example, the US-dollar notes, but they are required in some locations where the values of the  vended  products
      are high, such as in airports or leisure destinations.[245]

 178. The Notifying Party submits that the proposed transaction does not lead to  competition  concerns  with  respect  to  bill  acceptors.  The
      Notifying Party justifies its view by, e.g. referring to other competitors being present and the ease of switching.

 179. EEA market shares concerning bill acceptors in vending are given in Table 12 below.

Table 12: Market shares for bill acceptors in vending in the EEA

|                           |2012              |2011            |2010            |
|Crane                      |[20-30]%          |[10-20]%        |[10-20]%        |
|MEI                        |[20-30]%          |[30-40]%        |[20-30]%        |
|Crane+MEI                  |[40-50]%          |[40-50]%        |[30-40]%        |
|Azkoyen                    |[10-20]%          |[10-20]%        |[10-20]%        |
|Coinco                     |[0-5]%            |[0-5]%          |[0-5]%          |
|ICT                        |[20-30]%          |[20-30]%        |[30-40]%        |
|Innovative                 |[5-10]%           |[5-10]%         |[5-10]%         |
|JCM                        |[5-10]%           |[5-10]%         |[5-10]%         |
|Others                     |0%                |0%              |0%              |
|Total                      |100%              |100%            |100%            |

Source: Notifying Party

 180. It is apparent from the market shares that the merged entity would become a market leader. However, the  merged  entity  would  nonetheless
      have slightly less than half of the market with at least two notable competitors, ICT and Azkoyen, together with some smaller ones left  to
      compete with it.

 181. The results of the market investigation support the idea that switching between bill  acceptors  of  different  manufacturer  is  easy  for
      customers in vending: Payment systems used in vending machines follow industry standards when it comes to,  e.g.  communication  protocols.
      The results of the market investigation also showed that it is technically easy to switch a bill acceptor from one manufacturer to  a  bill
      acceptor from another manufacturer in vending machines.[246] A significant amount of customers are also already multi-sourcing.[247]

 182. In the market investigation, the majority of both competitors and customers did not raise  concerns  with  respect  to  bill  acceptors  in
      vending applications.[248]

 183. In light of the above, the Commission considers the proposed transaction does not raise competition concerns with the internal market  with
      respect to bill acceptors in vending.

2 Non-Horizontal Assessment

 184. The proposed transaction gives rise to a vertical link between Crane's activities in the  supply  of  vending  machines  and  the  Parties’
      activities in the supply of unattended payment systems, in particular tube-based coin  recyclers,  which  are  primarily  used  in  vending
      machines. In addition, the proposed transaction potentially gives rise to a vertical link between  Crane's  activities  in  the  supply  of
      vending machines and MEI's activities in the supply of VMS and telemetry.

 185. According to the Non-Horizontal Merger Guidelines,[249] the Commission mainly considers the question of foreclosure in  the  assessment  of
      vertical links. This foreclosure can take two forms: customer foreclosure or input foreclosure.  Customer  foreclosure  may  occur  when  a
      supplier integrates with an important downstream customer, enabling it to hamper or eliminate access to a sufficient customer base  by  its
      upstream rivals. Input foreclosure may arise where the merged entity could hamper or eliminate access to the products that  it  would  have
      otherwise supplied absent the merger, thereby raising its downstream rivals' costs by making it harder for them to obtain supplies  of  the
      input under similar prices and conditions as absent the merger.

 186. The Parties to the transaction are also active in a number of related or neighbouring product  markets.  According  to  the  Non-Horizontal
      Merger Guidelines,[250] the Commission will mainly consider the question of foreclosure in the  assessment  of  conglomerate  mergers.  The
      combination of products in related markets may confer on the merged entity the ability and incentive to leverage a strong  market  position
      from one market to another by means of tying or bundling or other exclusionary practices. In this  context,  the  Commission  analysed  how
      important it is for a competing unattended payment systems manufacturer to be  able  to  offer  different  kinds  of  payment  systems,  in
      particular systems for both coins and banknotes, and whether payment system manufacturers apply  special  rebates  if  a  customer  buys  a
      multitude of different products.

1 Customer foreclosure for tube-based coin recyclers

 187. In the present case, customer foreclosure could occur if the merged entity could substantially hamper or eliminate the ability of  upstream
      rivals in tube-based coin recyclers to sell their products to downstream customers. As  the  merged  entity  only  controls  a  very  small
      percentage of the downstream market, i.e. [0-5]% of the EEA market of vending machines,[251] it would not have the ability or the incentive
      to engage in customer foreclosure. Even if one considers the UK vending market separately, Crane only accounts for [20-30]% of  the  market
      and is therefore unable to engage in profitable customer foreclosure. This is corroborated by the market investigation in which no concerns
      related to customer foreclosure arose.

 188. In light of the above, the Commission considers that the proposed transaction does not raise competition concerns with respect to  customer
      foreclosure in the vertical link between vending machines and tube-based coin recyclers.

2 Input foreclosure for tube-based coin recyclers

 189. In the present case, input foreclosure could take place if the merged entity could substantially hamper or eliminate its downstream vending
      machine competitors' access to unattended payment systems, in particular tube-based coin recyclers, thereby raising their costs.

 190. The issue of whether the merged entity would have an incentive to exercise market power upstream to engage in input foreclosure is  closely
      related to the horizontal assessment discussed in Section VII.2 in which the ability of the merged entity to increase prices to  downstream
      customers is assessed. In other words, any potential for input foreclosure concerns derive mainly from the market  power  that  the  merged
      entity would achieve in the upstream market for unattended payment systems. The  results  of  the  horizontal  assessment  therefore  apply
      accordingly here, and the Commission accordingly considers the proposed transaction to result in the creation of a dominant market position
      for the merged entity in tube-based coin recyclers.

 191. In the market investigation, some respondents also considered that competition concerns might  arise  in  relation  to  the  vertical  link
      between unattended payment systems and vending machines.[252]

 192. Nonetheless, any putative concern would be resolved by remedies that remove the horizontal concern in the markets  for  unattended  payment
      systems. As the Notifying Party has submitted Commitments that remove the horizontal concerns in relation to bill recyclers, bill acceptors
      and tube-based coin recyclers (see below), the Commission considers that the putative input foreclosure concerns would be removed as well.

 193. In light of the above, the Commission considers that the proposed transaction does not raise competition concerns  with  respect  to  input
      foreclosure in the vertical link between vending machines and tube-based coin recyclers.

3 Customer and input foreclosure for VMS and telemetry

 194. MEI's EEA market share in VMS and telemetry is below 10%, and VMS and telemetry only constitute vertically affected  markets  if  different
      types of vending machines were assessed separately in the UK.[253]

 195. Given the limited market shares on both upstream and downstream markets, and the existence of alternative suppliers  on  both  levels,  the
      Commission considers that the vertical links between vending machines, VMS and telemetry do not give rise to customer or input  foreclosure
      concerns. It follows that the proposed transaction does not raise competition concerns with respect to the vertical links  between  vending
      machines, VMS and telemetry.

4 Conglomerate assessment

 196. The majority of unattended payment system manufacturers that responded to the market investigation reported that the  ability  to  offer  a
      wide product portfolio would be beneficial for the manufacturer.[254] However, competitors nonetheless confirmed that payment systems  from
      different manufacturers can easily be integrated in the same machine.[255] As to customers, they were divided on whether it  was  important
      for them that the payment system manufacturer offered a broad range of unattended payment systems.[256]

 197. The majority of payment system manufacturers responded in the Commission's market  investigation  that  they  use  rebates  schemes  across
      multiple products while customers' responses to this question were mixed. However, the market investigation also revealed that the majority
      of customers in practice multi-source across different payment systems.[257]

 198. Moreover, a larger product portfolio may also generate efficiencies in the form of lower transaction costs for both supplier and customers.
      In this respect, the replies to the market investigation contained references to the ease of having only one contact person or a  one-stop-
      shop.[258]

 199. Moreover, any feasible competition concerns would arise from the merged entity's increased market power in some of the  unattended  payment
      systems.[259] Hence, any putative concern would be resolved by remedies that remove the horizontal concern in the  markets  for  unattended
      payment systems. As the Notifying Party has submitted Commitments that remove the horizontal concerns in relation to bill  recyclers,  bill
      acceptors and tube-based coin recyclers (see below), the Commission considers that the putative foreclosure concerns would  be  removed  as
      well.

 200. In light of the above, the Commission considers that the  proposed  transaction  does  not  raise  competition  concerns  with  respect  to
      conglomerate effects.

3 Conclusion on the competitive assessment

 201. The Commission concludes that the proposed transaction gives rise to serious doubts as to its compatibility with the  internal  market  and
      the EEA Agreement in the markets of:

         – coin recyclers in the EEA under a horizontal assessment concerning the overlaps between the Parties’ activities,

         – bill recyclers for transport applications in the EEA, and

         – bill acceptors for transport applications in the EEA.

 202. The Commission concludes that the proposed transaction does not give rise to competition concerns in the markets of coin acceptors  in  the
      EEA as well as the markets of bill recyclers and bill acceptors for other than transport applications in the EEA.

      Proposed Remedies

 203. In order to render the concentration compatible with the internal market, the  Notifying  Party  modified  the  notified  concentration  by
      entering into the following commitments, which are annexed to this decision and form an integral part thereof.

1 Proposed remedies in coin payment systems

 204. On 28 June 2013 the Notifying Party submitted a first commitment package in order to eliminate  the  Commission's  serious  doubts  in  the
      market for coin recycler based on tubes ("Coin Commitments of 28 June"). This remedy package was not market tested because  the  Commission
      considered that it fell short of remedying the competition concerns.

 205. The Notifying Party submitted revised coin commitments on 4 July 2013 ("Coin Commitments of 4 July") for which a market test  was  launched
      on the same day.

 206. Finally, on 12 July 2013, the Notifying Party submitted the final coin commitments ("Coin Commitments of 12 July").

1 Description and assessment of the Coin Commitments of 28 June

 207. The Notifying Party offered a behavioural commitment consisting in relieving the members of MEI distribution and  service  network  of  any
      exclusivity thus allowing them to sell and service also those products, which compete with Crane and MEI. In addition the  Notifying  Party
      proposed a modification of its volume rebate schemes […]. Finally the Notifying Party proposed that it will not enter into new  exclusivity
      agreements with distributors or service providers in the EEA with respect to coin recycler products.

 208. The Coin Commitments of 28 June were not market tested as they did not address the competition concerns in a full and clear cut manner.

2 Description of the Coin Commitments of 4 July

 209. The Coin Commitments of 4 July consist in a proposal to sell various intangible assets necessary to manufacture Notifying Party's  Currenza
      C² coin recycler line of products currently manufactured by NRI and sold into the EEA  ("the  Coin  Divestment  Business"),  including  the
      following coin recycler models: Currenza C² blue, Currenza C² green, Currenza C² white and  Currenza  C²  silver  ("Coin  Recycler  Product
      Line").

 210. The Coin Divestment Business includes the following:

      a. exclusive right to use the Currenza C² brand for the Coin Recycler Product Line in the EEA;

      b. licences to all intangible assets (including all necessary intellectual property rights), which contribute to the current  operation  or
         are necessary to ensure the viability of the Coin  Divestment  Business  and  which  include  a  technology  licence  for  all  for  the
         manufacturing equipment, know-how and tooling as well as a licence for the currency validation and control software;

      c. all customer orders and contracts (including any customer lists) for the Coin Recycler  Product  Line  concluded  between  NRI  and  EEA
         Customers;

      d. the opportunity to interview and employ the employees of the Notifying Party from the following function groups: engineers/R&D personnel
         ([…]), sales personnel ([…]) and technical support ([…]).

 211. On the other hand, the Coin Divestment Business does not include the following:

      a. manufacturing equipment and tooling products used in the production of the Coin Recycler Product Line;

      b. products manufactured by NRI which are not exclusively categorised as part of the Coin Recycler Product Line; and

      c. the Coin Recycler Product Line sold to non-EEA Customers.

 212. The Notifying Party also proposed to enter into a transitional toll manufacturing agreement on the basis of which the Notifying Party would
      supply the purchaser of the Coin Divestment Business with the Coin Recycler Product Line at a cost calculated on an objective basis  or  at
      NRI's purchasing cost for products currently not manufactured by  NRI  and  also  sold  under  the  Currenza  C2  brand.  During  the  toll
      manufacturing agreement, Crane would provide training to enable the Purchaser to support the Coin Recycler Product Line. Crane  would  also
      provide engineering and technical support reasonably necessary to support the Purchaser’s own manufacturing of the  Coin  Recycler  Product
      Line at cost, for a period of up to […] following the termination of the toll manufacturing agreement.

 213. The perpetual, royalty-free technology licence for  the  manufacturing  equipment,  know-how  and  tooling  would  cover  all  the  current
      technologies relating to the Coin Recycler Product Line and any subsequent improvements of technology carried by  the  Notifying  Party  up
      until the […] after the expiry of the toll manufacturing agreement.

 214. The Notifying Party proposed to licence the current version of the control and validation software (i.e. both source code and object  code)
      necessary for the Coin Recycler Product Line. The Purchaser would have the right to use and reproduce the  licensed  software  and  prepare
      derivative works thereof. Any improvement made by the Notifying Party to the software would be available to the purchaser also up until the
      […] after the expiry the toll manufacturing agreement.

 215. The Notifying Party proposed to grant a licence to all patents that are necessary to manufacture the Coin Recycler Product Line.

 216. The Notifying Party would not market or sell the Coin Recycler Product Line to customers located inside the EEA, while the purchaser of the
      Coin Divestment Business would not market and sell the Coin Recycler Product Line to customers located outside the EEA. After a  period  of
      […] from the Commission's decision, both Notifying Party and the purchaser would have the right to market and sell products developed using
      technology derived from the Coin Recycler Product Line to all customers.

3 Assessment of the Coin Commitments of 4 July

 217. The responses in the market test for Coin Commitments of 4 July were mixed. The customers and competitors noted certain shortcomings, which
      could negatively impact the viability of the Coin Divestment Business to compete effectively on a lasting basis.

 218. Regarding the non-compete clause for […] the clear majority of competitors in the  market  test  indicated  that  this  is  too  short  and
      suggested time periods of 5-10 years. Customers mostly did not express an opinion. Some considered three years as  sufficient  but  others,
      including one of the largest customers, proposed 6 or 10 years.

 219. As regards the limitation of the geographic scope of the Coin Divestment Business, whereby the sale and marketing is  limited  to  the  EEA
      most respondents found that this restriction could affect the ability of the Coin Divestment Business to compete effectively on  a  lasting
      basis. In particular, the use by the Notifying Party of the Currenza brand outside the EEA could create confusion and it was unclear how it
      would be enforced in practice (as for instance the Notifying Party's products might enter  the  EEA  through  secondary  channels).  Others
      specifically mentioned that in case a geographic restriction is maintained, it should be clear that this covers EEA-based  customers,  even
      if the customers might produce vending machines for other geographies.

 220. With regard to personnel, several respondents stated that the number of engineers to be interviewed is not sufficient and should  be  equal
      to at least […]. Other functions, which were mentioned as important include: purchasing/procurement and logistics personnel,  knowledgeable
      with the supply chain (this was noted both by the competitors and one of the big customers) as well as quality,  design  and  manufacturing
      experts. Sales/marketing and technical support was considered sufficient by the respondents. The competitors were also not certain  whether
      the period of the engineering support after the expiry of toll manufacturing agreement is sufficient.

 221. With respect to the overall attractiveness of the Coin Divestment Business the majority of competitors do  not  express  an  opinion.  Some
      competitors consider it attractive, whilst some do not. Customers are split on this question. Only two competitors expressed an interest in
      acquiring the Coin Divestment Business,  however  not  in  the  form  as  proposed  the  Coin  Commitment  of  4  July,  but  with  certain
      modifications.[260] Another one expressed some interest, but says might not have the financial resources.

 222. On the basis of the market test and based on its own analysis of the Coin Commitments the Commission found the following major shortcomings
      in the Coin Commitments of 4 July:

(i) the duration of […] of the mutual non-compete. Instead it should be at least […] from the actual transfer of the business in order  to  allow
     the purchaser enough time to establish a foothold in the EEA;

(ii) the limitation of the geographic scope of the Coin Divestment Business; the Commission finds here that the purchaser should have  the  right
     to sell the products outside the EEA as soon as the toll manufacturing agreement ends, while the Parties would be barred from selling  into
     the EEA until the end of the non-compete clause;

(iii) the insufficient number of the R&D personnel, as a higher number R&D personnel is necessary to allow for an effective transfer of the know-
     how.

 223. With regard to the fact that the software is licenced but not sold to the Purchaser, the Commission communicated  to  the  Notifying  Party
      that it did not consider that this structure would effectively eliminate its serious doubts, unless the  licence  would  be  granted  to  a
      Purchaser that can combine it with an existing stand-alone business, create synergies with other relevant assets and on this basis  compete
      in a lasting manner with the merged entity. The Commission  also  indicated  that  the  licence  structure  may  significantly  reduce  the
      attractiveness of the remedy for a large number of purchasers. The Commission underlined that this was the case even  though  there  is  no
      licence fee and the purchaser would have the right to develop further the software and use it for other tube-based coin  recyclers  it  may
      develop in the future.

 224. The Commission is of the view that, the deficiencies as described in paragraph 272 above affect the future viability of the Coin Divestment
      Business and as such its attractiveness for potential purchasers, as this was pointed out during  the  market  test.  Consequently,  it  is
      questionable whether the Coin Divestment Business is likely to attract a suitable purchaser and as  such  will  effectively  compete  on  a
      lasting basis with the merged entity. The Commission therefore considers that the Coin Commitments of 4 July are most likely  not  suitable
      to solve competition concerns.

 225. Based on the above, the Commission considers that the Coin Commitments of 4 July were not capable of removing the competition concerns  and
      serious doubts still remained with regard to coin recyclers based on tubes. This assessment was communicated to the Notifying Party.

4 Description of the Coin Commitments of 12 July

 226. On 12 July 2013, the Notifying Party submitted improved coin commitments. The Notifying Party proposes also to  sell  the  same  intangible
      assets necessary to manufacture the Coin Recycler Product Line. The modifications vis-à-vis the Coin Commitments of  4  July  are  set  out
      below.

 227. First, the Coin Commitments of 12 July provide for a higher number key personnel and include now […] instead of […] engineers/R&D person.

 228. With regard to the non-compete clause, the Coin Commitments of 12 July prolonged the non-compete clause to […]. In particular, Crane  shall
      have the right to market and sell products developed using technology derived from the Coin Recycler Product Line  to  EEA  Customers  only
      after a period of […] from Closing. On the other hand, the Purchaser shall not market or sell the Coin Recycler Product Line  to  customers
      located outside the EEA. Following the termination of the Toll Manufacturing Agreement, the Purchaser shall have the right  to  market  and
      sell coin recyclers developed using technology derived from the Coin Recycler Product Line both within and outside the EEA.

 229. With regard to the suitable purchaser criteria, the Coin Commitments of 12 July  provide  for  the  Purchaser  to  be  independent  of  and
      unconnected to Crane and/or MEI; and currently be a manufacturer of  payment  systems  (cash  or  cashless),  a  manufacturer  of  machines
      incorporating such systems, including but not limited to manufacturers of vending machines, or otherwise  have  current  or  recent  proven
      experience in the payment systems industry.

 230. Lastly, the concentration between Crane and MEI will not be implemented unless and until Crane has entered into binding agreements with  an
      approved purchaser for the transfer of the Coin Divestment Business ("the upfront buyer clause").

5 Assessment of the remedies of Coin Commitments of 12 July

 231. The Commission notes that the Notifying Party addressed the main concerns identified on the basis of the market test  with  regard  to  the
      Coin Commitments of 4 July.

 232. Under the Coin Commitment of 12 July, firstly, the non-compete clause is extended to […]; secondly the Purchaser is able to sell, following
      the termination of the Toll Manufacturing Agreement, coin recyclers developed using technology derived from the Coin Recycler Product  Line
      both within and outside the EEA, while the Notifying Party is barred to sell the coin recyclers developed using technology derived from the
      Coin Recycler Product Line into the EEA for the duration of the non-compete clause ("asymmetric non-compete  clause"),  and,  thirdly,  the
      number of R&D personnel has been increased to include […] people.

 233. The Notifying Party also specifically refers to a Purchaser which must be currently a manufacturer of payment systems  or  manufacturer  of
      machines incorporating such systems, or otherwise have current or recent proven experience in the payment systems industry. The  Commission
      notes that this suitable Purchaser clause ensures the viability of the Coin Divestment Business in order to compete effectively on the  EEA
      market for tube-based coin recyclers.

 234. Furthermore, the Notifying Party included an upfront buyer clause, according to which the proposed  transaction  will  not  be  implemented
      unless and until Crane has entered into binding agreements with an approved purchaser.

 235. The improved commitments, together with the upfront buyer clause and the purchaser requirements address in a fully satisfactory manner  the
      identified concerns as to whether the Coin Divestment Business will indeed be transferred to a suitable purchaser.  On  the  basis  of  the
      upfront buyer clause and the purchaser requirements the Commission also concludes that the licence structure is appropriate.

 236. The Commission is thus of the view that Coin Commitments of 12 July give the necessary safeguards that the Coin Divestment Business will be
      sold and will as such compete on a lasting basis with the merged entity in the market for tube-based coin recyclers in the EEA.

 237. Consequently, the Commission considers that the improved Coin Commitments of 12 July remove the competition  concerns  and  that  the  Coin
      Divestment Business is likely to be viable and to attract a suitable purchaser. On the basis of the above, the  Commission  concludes  that
      the Coin Commitments of 12 July are sufficient to remove the competition concerns in the market for tube-based coin recyclers in the EEA.

2 Proposed remedies in bill payment systems

 238. On 28 June 2013 the Notifying Party submitted a first commitment package in order to eliminate the Commission's competition concerns in the
      bill recycler and bill acceptor markets ("Bill Commitments of 28 June"). This remedy package was not market tested because  the  Commission
      considered that it fell short of remedying the competition concerns.

 239. The Notifying Party submitted revised bill commitments on 3 July 2013 ("Bill Commitments of 3 July") for which a market test  was  launched
      on the same day.

 240. On 12 July 2013, the Notifying Party submitted the final bill commitments ("Bill Commitments of 12 July").

1 Description of the Bill Commitments of 28 June 2013

 241. In the Bill Commitments of 28 June the Notifying Party offered a divestment in relation to concerns  identified  in  bill  payment  systems
      (recyclers and acceptors) used in transport applications.

 242. The Bill Commitments of 28 June were not market tested as they did not fully and  in  a  clear  and  cut  manner  address  the  competition
      concerns.

2 Description of the Bill Commitments of 3 July 2013

 243. In the Bill Commitments of 3 July 2013, the Notifying Party proposed to sell its global  business  relating  to  bill  recyclers  and  bill
      acceptors used in transport applications ("the Bill Divestment Business"). The Bill Divestment Business consists of  a  series  of  Crane’s
      bill recycler line of products[261] ("Bill Recycler Product Line"). This  business  is  based  in  Toronto,  Canada,  as  part  of  Crane's
      subsidiary CashCode. Crane does not have any bill recycler activities outside of its Toronto plant.

 244. The Bill Divestment Business includes the following:

        a. all tangible and intangible assets which contribute to the current operation or are necessary to ensure the  viability  of  the  Bill
           Divestment Business;

        b. all licences to all intellectual property rights exclusively for the benefit of the Bill Divestment Business;

        c. all permits and authorisations issued by any governmental organization exclusively for the benefit of the Bill Divestment Business;

        d. all customer orders, contracts, leases, commitments of the Bill Divestment Business;

        e. all personnel currently employed exclusively by Crane in the Bill Divestment Business, whilst other Personnel would be excluded;

        f. a licence for the Currency Validation software and for patents and patent applications which are not exclusive to the Bill Divestment
           Business but are required for its operation.

 245. The Notifying Party thus proposes to sell to the Purchaser the software that is necessary and exclusive to  the  Bill  Divestment  Products
      ("assigned software"). They will not sell the software that is also used by Crane for other unattended payment products, most  notably  the
      so-called Currency Validation Software. However, they propose to enter into a non-exclusive software licence agreement with  the  purchaser
      for this software ("licensed software"). Both the source code and object code would be delivered to the Purchaser who would have the  right
      to use and reproduce the licensed software and prepare Derivative Works thereof.

 246. On the other hand, the Bill Divestment Business does not include the following:

        a. the personnel and assets not devoted entirely or substantially to the Bill Divestment Business;

        b. Crane's remaining business relating to its other bill recyclers (including the "BB-60" and the Currenza Bill recycler), to its  other
           bill acceptors (including all backload bill acceptors and the frontload bill acceptors "Ardac Elite" and "Cash Code One") and to  the
           products "FL", BV08", "Lumina" and "VU", based in Toronto. These products are used for other applications such as vending and  gaming
           applications.

3 Assessment of the Bill Commitments of 3 July

 247. The results of the market test were mixed, but generally negative. Some of the comments indicated serious shortcomings of the  remedy.  The
      concerns raised in the market test are the following.

 248. The respondents considered that a series of assets, components and inputs are critical for the viability of the Bill  Divestment  Business,
      but were not explicitly included in the Commitments. In particular, the following assets were listed:

         - supplier/manufacturer documentation (development specifications, drawings, service manuals, user manuals);

         - interfaces between the buyer infrastructure and the listed equipment;

         - testing-related equipment, layout;

         - inclusion of the so-called “bill library”[262] and/or giving access to (test) banknotes.

 249. The respondents also mentioned that since the scope of the business is worldwide, all Central Bank authorisations (worldwide) which require
      certifications of banknotes should be transferred and not only  the  European  Central  Bank  authorisation.  In  terms  of  personnel  the
      respondents to the market investigation pointed to the following function groups which were either not offered,  or  in  which  not  enough
      personnel was offered: (i) sales network and marketing (i.e. "front office") as a key factor to maintain the customer  relationships;  (ii)
      the technical support to maintain the installed base; (iii) the  proposed  number  of  engineers  was  considered  too  low,  as  different
      engineering qualifications are required (mechatronic, electronic, software, banknotes, sensor, manufacturing).

 250. Regarding the licenced software the respondents replied that it is of  key  importance  for  the  competitiveness  of  the  products.  Many
      respondents suggested that the software should be sold and not merely licenced. They indicated that Crane should not be the  owner  of  the
      software anymore as the Bill Divestment Business would otherwise not have a competitive advantage over the merged entity. It was  suggested
      that through the licence the purchaser would stay too dependent on Crane. In addition, respondents pointed out that the purchaser should be
      allowed to use the software for other products and not only for the divestment  products,  in  order  to  allow  for  a  consolidation  and
      synergies in the purchaser’s portfolio.

 251. Overall, the market test respondents were of the view that the Bill Commitments of 3 July do  not  offer  a  viable  solution,  so  that  a
      purchaser can effectively compete with Crane on a lasting basis. Respondents also mentioned that the Divestment Business is too small (only
      one product) and is not under the full control of the buyer. There was one respondent who showed interest for the Bill Divestment Business,
      but not in the form proposed by the Notifying Party.

 252. The Commission considers that the main deficiencies of the Bill Commitments of 3 July are (i) the  lack  of  clarity  about  the  necessary
      equipment and the tools included, (ii) the need for inclusion of additional assets, and (iii) the insufficient  sales,  marketing,  support
      and engineering personnel.

 253. With regard to the criticism in relation to the proposed licence structure that the software is licenced but not sold to the Purchaser, the
      Commission communicated to the Notifying Party that it did not consider that this structure would effectively eliminate its serious doubts,
      unless the licence would be granted to a Purchaser that can combine it with an existing stand-alone business, create synergies  with  other
      relevant assets and on this basis compete in a lasting manner with the merged entity.  The  Commission  also  indicated  that  the  licence
      structure may significantly reduce the attractiveness of the remedy for a large number of purchasers. The Commission underlined  that  this
      was the case even though there is no licence fee and the purchaser would have the right to develop further the  software  and  use  it  for
      other bill acceptor and bill recyclers for transport applications it may develop in the future.

 254. The Commission is of the view that, the deficiencies as described in paragraph 302 above affect the future viability of the Bill Divestment
      Business and as such its attractiveness for potential purchasers, as this was pointed out during the market test.  Consequently,  the  Bill
      Divestment Business is not likely to attract a suitable purchaser and as such compete on a  lasting  basis  with  the  merged  entity.  The
      Commission therefore considers that the Bill Commitments of 3 July are not suitable to solve the identified competition concerns.

 255. Based on the above, the Commission considers that the Bill Commitments of 3 July are not capable of removing the competition concerns  with
      regard to payment systems for transport applications.

4 Description of the Bill Commitments of 12 July

 256. The Bill Commitments of 12 July are an improved version of the Bill Commitments of 3 July. Crane thus proposes also under Bill  Commitments
      of 12 July to sell the same tangible and intangible assets necessary to manufacture the Bill Recycler Product Line. The modifications  with
      regard to the Bill Commitments of 3 July are set out below.

 257. First, the Notifying Part amended and specified the remedy and the Bill Commitments of 12 July  now  contains  explicit  reference  to  all
      Central Bank authorisations, CE and UL approvals and Federal Transit Administration approval.

 258. Second, the Notifying Party provided a detailed list of tooling and equipment included in the tangible  assets.  In  addition,  a  suitable
      subset of the worldwide currency denominations held in Crane’s bill library reasonably  sufficient  to  enable  the  Purchaser  to  design,
      manufacture and test the Bill Recycler Product Line is included.

 259. The Bill Commitments of 12 July also provide for an increased number of key personnel (in addition to the personnel exclusively devoted  to
      the Bill Recycler Product line): […] sales personnel focused on transportation, […] marketing personnel (including  the  product  manager),
      […] Engineers/R&D personnel (including software, mechanical, tooling engineers). In addition, for  a  period  of  up  to  18  months  after
      Closing, Crane shall provide training to the Purchaser in the use and operation of the licenced software at cost.

 260. Similarly to the Coin Commitments of 12 July, the Bill Commitments of  12  July  provide  for  the  Purchaser  to  be  independent  of  and
      unconnected to Crane and/or MEI; and be a manufacturer of payment systems (cash or cashless), a manufacturer of machines incorporating such
      systems, including but not limited to manufacturers of vending machines, or otherwise have current  or  recent  proven  experience  in  the
      payment systems industry. Moreover, the Bill Commitments of 12 July also contain a so-called upfront buyer clause.

5 Assessment of the Bill Commitments of 12 July

 261. The Commission notes that by this improved set of commitments the Notifying Party addressed the concerns identified with regard to the Bill
      Commitments of 3 July.

 262. The Commission notes first that the number of R&D personnel has been increased, and sales and marketing personnel have been included in the
      remedy package. The Notifying Part also specified further all the tooling and equipment to be included in the Bill Divestment Business,  as
      well as added, among others, worldwide Central Bank authorisation, and the necessary bill library  which  were  regarded  as  essential  to
      operate on the transport market.

 263. The Notifying Party also specifically refers to a Purchaser which must be currently a manufacturer of payment systems  or  manufacturer  of
      machines incorporating such systems, or otherwise have current or recent proven experience in the payment systems industry. The  Commission
      notes that this suitable Purchaser clause is capable of ensuring the viability  of  the  Bill  Divestment  Business  in  order  to  compete
      effectively on the EEA market for bill recycler and acceptors for transport applications.

 264. Furthermore, the Notifying Party included an upfront buyer clause, according to which the proposed  transaction  will  not  be  implemented
      unless and until Crane has entered into binding agreements with an approved purchaser.

 265. The improved commitments together with the upfront buyer clause and the purchaser requirements remove the doubts as  to  whether  the  Bill
      Divestment Business will indeed be transferred to a suitable purchaser. On the  basis  of  the  upfront  buyer  clause  and  the  purchaser
      requirements the Commission is of the view that the licence structure is appropriate.

 266. The Commission is thus of the view that Bill Commitments of 12 July give sufficient safeguards that the Bill Divestment  Business  will  be
      sold and will as such compete on a lasting basis with the merged entity on the EEA market for bill recycler  and  acceptors  for  transport
      applications.

 267. Consequently, the Commission considers that the improved Bill Commitments of 12 July remove the doubts as to whether  the  Bill  Divestment
      Business is likely to be viable and to attract a suitable purchaser. On the basis of the above, the  Commission  concludes  that  the  Bill
      Commitments of 12 July are sufficient to remove all the competition concerns identified on the EEA market for bill recycler  and  acceptors
      for transport applications.

3 Conclusion on the proposed remedies

 268. For the reasons outlined above, the Coin commitments of 12 July and the Bill commitments of 12 July entered into by the Notifying Party are
      sufficient to eliminate the competition concerns as regards the compatibility of the transaction with the internal market.

 269. Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the Commission may  attach  to  its  decision
      conditions and obligations intended to ensure that the undertakings concerned comply with the commitments they have entered into  vis-à-vis
      the Commission with a view to rendering the concentration compatible with the internal market.

 270. The fulfilment of the measure that gives rise to the structural change of the market is a condition, whereas the implementing  steps  which
      are necessary to achieve this result are generally obligations on the parties.  Where  a  condition  is  not  fulfilled,  the  Commission’s
      decision declaring the concentration compatible with the internal market no longer stands. Where the undertakings concerned commit a breach
      of an obligation, the Commission may revoke the clearance decision in accordance with the Merger Regulation. The undertakings concerned may
      also be subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the Merger Regulation.

 271. The commitments in section B of the Coin commitments of 12 July (Annex I to this decision) and in section B of the Bill commitments  of  12
      July (Annex II to this decision), constitute conditions attached to this decision, as  only  through  full  compliance  therewith  can  the
      structural changes in the relevant markets be achieved. The other commitments set out in the Coin commitments of 12 July and  in  the  Bill
      commitments of 12 July constitute obligations, as they concern the implementing steps which are  necessary  to  achieve  the  modifications
      sought in a manner compatible with the internal market.

 272. The full texts of the commitments are contained in annexes I and II to this decision and form an integral part thereof.

      Conclusion

 273. For the above reasons, the Commission has decided not to oppose the notified operation as modified by the Coin commitments of 12  July  and
      the Bill commitments of 12 July, and to declare it compatible with the internal market and with  the  functioning  of  the  EEA  Agreement,
      subject to full compliance with the conditions set out in sections B of the Coin commitments of 12 July and of the Bill commitments  of  12
      July annexed to the present decision and with the obligations contained in the other sections of the said  commitments.  This  decision  is
      adopted in application of Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation.

For the Commission
(signed)
Tonio BORG
Member of the Commission

                                                                     Annex I

BY HAND AND BY EMAIL

European Commission Merger Registry
DG Competition
Place Madou 1
1210 Saint-Josse-ten-Noode

                                                        Case M.6857 - Crane Co./MEI Group

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EEC) No. 139/2004 as amended (“Merger Regulation”),  Crane  Co.  (“Crane”)  hereby  provides  the
following Commitments (“Commitments”) in order to enable the European Commission (“Commission”) to declare the acquisition  of  sole  control  by
Crane of MEI Conlux Holdings (US), Inc. and MEI Conlux Holdings (Japan) Inc. (together “MEI”)  compatible with the internal market  and  the  EEA
Agreement by its decision pursuant to Article 6(1)(b) of the Merger Regulation (“Decision”).

The Commitments shall take effect upon the date of adoption of the Decision.

This text shall be interpreted in the light of the Decision to the extent that the Commitments are attached as  conditions  and  obligations,  in
the general framework of Union law, in particular in the light of the Merger Regulation, and by reference to the Commission  Notice  on  remedies
acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004.

Definitions

For the purpose of the Commitments, the following terms shall have the following meaning:

Affiliated Undertakings: undertakings controlled by Crane, whereby the notion of control shall  be  interpreted  pursuant  to  Article  3  Merger
Regulation.

Closing: the entering into of the Technology Licence and the Toll Manufacturing Agreement by Crane and the Purchaser.

Cost: cost calculated on the basis of an objective formula, consistent with general industry practice, which will  include  the  direct  cost  of
material plus the direct cost of labour for manufacturing and support.

Derivative Work: a work that is based upon one  or  more  pre-existing  works,  such  as  a  revision,  modification,  translation,  abridgement,
condensation, expansion, or any other form in which a pre-existing work may be recast, transformed, or adapted, and  that,  if  prepared  without
the authorisation of the owner of the pre-existing work, would constitute a copyright infringement.

Divestment Business: the business or businesses as defined in Section B and the Schedule that Crane commits to divest.

Divestiture Trustee: one or more natural or legal person(s), independent from Crane and MEI, who is approved by the Commission and  appointed  by
Crane and who has received from Crane the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum price.

EEA Customers: customers for coin recycler products located in the EEA.

Effective Date: the date of adoption of the Decision.

First Divestiture Period: the period of […] from the Effective Date.

Key Personnel: personnel listed as Key Personnel in the Schedule.

Know-How: any form of technical information or assistance relating to the manufacture or placing into operation  of  the  Coin  Recycler  Product
Line.

Monitoring Trustee: one or more natural or legal person(s), independent from Crane and MEI, who is approved by the Commission  and  appointed  by
Crane, and who has the duty to monitor Crane’s compliance with the conditions and obligations attached to the Decision.

Personnel: all personnel listed in Schedule.

Purchaser: the entity approved by the Commission as acquirer of the Divestment Business in accordance with the criteria set out in Section D.

Trustee(s): the Monitoring Trustee and the Divestiture Trustee.

Trustee Divestiture Period: the period of […] from the end of the First Divestiture Period.

The Divestment Business

      Commitment to divest

   1. In order to ensure effective competition, Crane commits to divest, or procure the divestment of, the Divestment Business by the end of  the
      Trustee Divestiture Period on terms approved by the Commission in accordance with the procedure described in paragraph 42.   To  carry  out
      the divestiture, Crane commits to find a purchaser and to enter into a binding Technology Licence and Toll Manufacturing Agreement for  the
      Divestment Business (“Agreements”) within the First Divestiture Period.  If Crane has not entered into such an agreement at the end of  the
      First Divestiture Period, Crane shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment  Business  in  the  Trustee
      Divestiture Period in accordance with the procedure described in paragraph 51.  The proposed concentration shall not be implemented  unless
      and until Crane or the Divestiture Trustee has entered into final binding Agreements for the transfer of the Divestment Business,  and  the
      Commission has approved the Purchaser and the terms in accordance with paragraph 42.

   2. Crane shall be deemed to have complied with this commitment if, by the end of the Trustee Divestiture Period, Crane has entered into  final
      binding Agreements, if the Commission approves the Purchaser and the terms in accordance with the procedure described in paragraph  42  and
      if the Closing takes place within a period not exceeding […] after the approval of the Purchaser and the terms of  the  Agreements  by  the
      Commission.

   3. In order to maintain the structural effect of the Commitments, Crane and MEI shall, for a period of 10 years after the Effective Date,  not
      acquire direct or indirect influence over the whole or part of the Divestment Business, unless the Commission has previously found that the
      structure of the market has changed to such an extent that the absence of influence over the Divestment Business is no longer necessary  to
      render the proposed concentration compatible with the internal market.

      Structure and definition of the Divestment Business

   4. The Divestment Business consists of a technology licence for the manufacturing equipment, Know-How and  tooling  necessary  to  manufacture
      Crane’s Currenza C² coin recycler line of products, including spare parts, currently manufactured by National Rejectors, Inc. GmbH (“NRI”),
      and sold into the EEA, including the following coin recycler models: Currenza C² blue, Currenza C² green, Currenza C² white and Currenza C²
      silver (“Coin Recycler Product Line”).  The Divestment Business, supported by a toll manufacturing agreement, should enable  the  Purchaser
      to manufacture, market and sell the Coin Recycler Product Line, meet the customer-required standards, and be a  competitive  force  in  the
      EEA.

   5. The present legal and functional structure of the Divestment Business as operated to date is described in  the  Schedule.   The  Divestment
      Business, described in more detail in the Schedule, includes:

   a) exclusive right to use the Currenza C² brand for the Coin Recycler Product Line in the EEA;

   b) licences to all intangible assets (including all necessary intellectual property rights), which contribute to the current operation or  are
      necessary to ensure the viability of the Divestment Business;

   c) all customer orders and contracts (including any customer lists) for  the  Coin  Recycler  Product  Line  concluded  between  NRI  and  EEA
      Customers;

   d) the opportunity to interview and employ the Personnel; and

   e) engineering and technical support necessary for the Coin Recycler Product Line in the EEA (items referred to under (a) to  (e)  hereinafter
      collectively referred to as “Assets”).

   6. The Divestment Business does not include the tooling and manufacturing assets of NRI.  Crane shall retain all rights, title and interest in
      all of the Crane and NRI names, and product brands, anywhere in the world, and the Currenza C² brand outside the EEA.

Related commitments

      Technology Licence Commitment

   1. Crane commits to grant a perpetual, royalty-free technology licence (“Technology Licence”) for the manufacturing  equipment,  Know-How  and
      tooling necessary for the Purchaser to manufacture the Coin Recycler Product Line, which has been manufactured and sold by  NRI  (“Licensed
      Technology”).  The Technology Licence is limited to the technology required for the manufacture and sale of the Coin Recycler Product  Line
      to EEA Customers.  The Technology Licence does not restrict the Purchaser from manufacturing the products outside of the EEA as long as the
      products are for sale to EEA Customers only.

   2. The Technology Licence is intended to be comprehensive and will permit the Purchaser to replicate the manufacturing of  the  Coin  Recycler
      Product Line. The Purchaser will take any and all steps necessary to preserve the confidentiality of those  aspects  of  the  manufacturing
      equipment, Know-How and tooling necessary for the manufacture the Coin Recycler Product Line.

   3. The Technology Licence shall cover all of the current technologies  relating  to  the  Coin  Recycler  Product  Line,  and  any  subsequent
      improvements of technology in the Coin Recycler Product Line carried out by Crane after the Effective Date up to […]  following  expiry  of
      the Toll Manufacturing Period (as defined below).  The Purchaser shall be free to carry out its own improvement of the Licensed  Technology
      and shall remain the owner of any intellectual property rights arising out of such new developments.  The Licensed Technology shall be used
      only for sale of the Coin Recycler Product Line to EEA Customers. Any further improvements shall be  used  solely  for  the  sale  of  coin
      recyclers to EEA Customers, provided that the Purchaser shall have the right to market and sell coin  recyclers  using  technology  derived
      from the Coin Recycler Product Line both within and outside the EEA following the termination of the Toll Manufacturing Agreement.

   4. Crane shall indemnify the Purchaser for any claims incurred by the Purchaser arising from infringement of third party intellectual property
      by the Licensed Technology incurred by the Purchaser excluding any and all infringement claims based upon the Purchaser’s  improvements  to
      the Licensed Technology.  The Purchaser shall indemnify Crane for any other legal claims arising from the Purchaser’s use, sale,  or  other
      disposition of the Licensed Technology.  Should Crane and the Purchaser disagree on the matter, they will refer the matter to an  (ad  hoc)
      arbitration proceeding, which will rule on the matter expeditiously.

      Toll Manufacturing Commitment

   5. At the time of Closing and to the extent required by the Purchaser, Crane shall commence deliveries under a  toll  manufacturing  agreement
      (“Toll Manufacturing Agreement”) for the supply of all or some of the Coin Recycler Product  Line  (“Supplied  Products”).   The  Purchaser
      shall sell the Supplied Products exclusively to EEA Customers.

   6. For a period of up to […], to be determined by the Purchaser (“Toll Manufacturing Period”), the Supplied Products  shall  be  sold  to  the
      Purchaser at NRI’s cost or, for the products not currently manufactured by NRI and sold to EEA Customers under the Currenza  C²  brand,  at
      NRI’s purchasing cost.  Cost shall be calculated on the basis of an objective formula which will include the direct cost of  material  plus
      the direct cost of labour for manufacturing and support (“Cost”).

   7. The Supplied Products shall be of the same quality and specifications as the Coin Recycler Product Line products sold by Crane to customers
      outside the EEA.

   8. During the Toll Manufacturing Period, Crane shall ensure that orders placed to Crane  by  the  Purchaser  for  the  Supplied  Products  are
      fulfilled in priority to orders placed to Crane for the Coin Recycler Product Line products by customers outside the EEA.

   9. Crane shall make available to the Purchaser the details of all suppliers supporting the Supplied Products.  During the  Toll  Manufacturing
      Period, Crane shall use reasonable endeavours to ensure supply to the Purchaser  on  the  same  terms  as  under  Crane’s  existing  supply
      contracts.  Crane shall use reasonable endeavours to facilitate the Purchaser’s negotiation  of  supply  contracts  with  Crane’s  existing
      suppliers.

  10. Terms for delivery and payment under the Toll Manufacturing Agreement shall be negotiated with the Purchaser but in  any  event  should  be
      made at not less than the standard terms of Crane’s coin recycler business.

      Brand Licence Commitment

  11. Crane is the owner of all right, title and interest in and to the Currenza brands, and all the goodwill associated with  the  same.   Crane
      commits to grant the Purchaser a perpetual, royalty-free exclusive licence for the use of the Currenza C² brand, and to develop derivatives
      thereof, for the sale of the Coin Recycler Product Line to EEA Customers. The brand licence permits the Purchaser to use  the  Currenza  C²
      trademark, and any Purchaser developed derivative thereof, alone or together with  the  Purchaser’s  own  trademark  (“Co-branding”).   The
      Purchaser shall be permitted to change from Co-branding to the Purchaser’s own brand at any time. The Purchaser  will  be  prohibited  from
      developing and using any derivative of the Currenza C² brand that is confusingly similar to, or disparaging to, Crane’s family of  Currenza
      brands or that detrimentally impacts Crane’s goodwill in the family of Currenza brands.

  12. Crane will be prohibited from marketing any products to EEA Customers under the Currenza C² trademark.  For the avoidance of  doubt,  Crane
      is the exclusive owner of all right, title and interest in and to any and all Crane or NRI brands.

  13. The Currenza C² brand is licensed to the Purchaser solely for the sale of the Coin Recycler Product Line to EEA Customers.

      Software Licence Commitment

  14. Crane commits to grant a perpetual, royalty-free non-exclusive licence to the  control  and  validation  software  necessary  to  the  Coin
      Recycler Product Line to the Purchaser (“Licensed Software”).

  15. Crane shall deliver both source code and object code of the current version of the Licensed Software as of  the  date  of  Closing.   Crane
      shall grant a non-exclusive right and licence to:

   a) use and reproduce the Licensed Software, and prepare Derivative Works thereof, in object code or source code  form,  for  the  purposes  of
      development, technical support, maintenance, and/or warranty service of the Coin Recycler Product Line; and

   b) use, reproduce, and distribute copies of the Licensed Software, or Derivative Works thereof, in object code form only, as products or parts
      of products, in furtherance of the marketing of the Coin Recycler Product Line.

  16. The Purchaser shall be the exclusive owner of all right, title and interest in and to any and  all  Derivative  Works  that  the  Purchaser
      creates based upon the Licensed Software.  Ownership of all underlying right, title and interest  in  the  Licensed  Software  will  remain
      exclusively with Crane.

  17. The Licensed Software is intended to be comprehensive and will permit the Purchaser to replicate the manufacturing  of  the  Coin  Recycler
      Product Line.

  18. The Licensed Software shall cover all of the current software relating to the Coin Recycler Product Line, and any  subsequent  improvements
      to the Licensed Software carried out by Crane after the Effective Date up to […] following expiry of the Toll  Manufacturing  Period.   The
      Licensed Software shall be used by the Purchaser only for the manufacturing of  coin  recyclers.   The  Purchaser  agrees  to  maintain  in
      confidence the source code version of the Licensed Software by using at least  the  same  physical  and  other  security  measures  as  the
      Purchaser uses for its own confidential technical information and documentation.  The Purchaser further agrees not to disclose  the  source
      code version of the Licensed Software, or any aspect thereof, to anyone other than employees of the Purchaser who have a need  to  know  or
      obtain access to such information in order to support the manufacturing of coin recyclers and are bound to protect such information against
      any other use or disclosure.  These obligations shall not apply to any information:

   c) generally available in the public domain;

   d) ascertainable based on the operation of the object code version of the Licensed Software;

   e) independently developed or obtained without reliance on the Purchaser’s information; or

   f) approved for release by Crane without restriction.

  19. The Purchaser shall indemnify Crane for any legal claims arising from the Purchaser’s use of the Licensed Software.  Crane shall  have  the
      right to control the defence of such claims with counsel of  its  choosing.   Crane  shall  indemnify  the  Purchaser  for  any  claims  of
      infringement related to the Purchaser’s valid use of the Licensed Software (excluding any infringement based on a Derivative Work).  Should
      Crane and the Purchaser disagree on the matter, they will refer the matter to an (ad hoc) arbitration proceeding, which will  rule  on  the
      matter expeditiously.

      Patent Commitment

  20. Crane commits to grant a perpetual, royalty-free non-exclusive licence to any and all patents and patent applications necessary to the Coin
      Recycler Product Line to the Purchaser in the Coin Recycler Product Line field of use (“Licensed Patents”).  The term of the  non-exclusive
      licence will be for the term of each licensed  patent.   The  non-exclusive  licence  limits  sales  of  the  Coin  Recycler  Product  Line
      geographically to the EEA for a period of […] from the Effective Date, and thereafter the Purchaser shall have the right to market and sell
      coin recyclers developed using technology derived from the Coin Recycler Product Line outside the EEA.  The Purchaser shall agree  to  mark
      any and all Coin Recycler Product Line products made or sold in the EEA in accordance with the laws and regulations then applicable in each
      such EEA country.

  21. Crane is the owner of the Licensed Patents and shall have exclusive responsibility for the preparation, filing, prosecution and maintenance
      of the Licensed Patents, including choice of patent counsel.  The Purchaser shall cooperate with Crane to ensure that the claims  for  each
      Licensed Patent reflects and will reflect, to the extent practicable and to the best of the Purchaser’s knowledge, all items of  commercial
      interest to the Purchaser that are contemplated to be sold or procedures to be practiced under the licence.  The Purchaser shall  reimburse
      Crane for half maintenance (or annuity as the case may be) fee cost for all Licensed Patents accruing on and after the Effective Date.

      Support and Services

  22. Crane shall provide full warranty coverage to the Purchaser for the Coin Recycler Product Line at Cost.

  23. During the Toll Manufacturing Period, Crane shall provide training to enable the Purchaser to support the Coin Recycler Product  Line,  and
      any improvements thereto, for EEA Customers at Cost.

  24. Crane shall provide engineering services reasonably necessary to support the Purchaser’s own manufacturing of  the  Coin  Recycler  Product
      Line, at Cost, for a period of up to one year following the termination of the Toll Manufacturing Agreement.

  25. During the Toll Manufacturing Period, Crane will use reasonable endeavours at least equal to its own efforts to provide the Purchaser, in a
      timely manner and at Cost, with any necessary counterfeit response relating to the Coin Recycler Product Line.

  26. During the Toll Manufacturing Period, Crane shall make available to the Purchaser any necessary EEA coin  sets  in  relation  to  the  Coin
      Recycler Product Line, at Cost, no later than such coin sets are made available to other Crane or MEI coin recycler products.

  27. Crane shall make available to the Purchaser details of all EEA distributors and service providers relating to  the  Coin  Recycler  Product
      Line.  Crane shall not prevent the Purchaser from entering into distribution or  service  agreements  with  such  distributors  or  service
      providers.

      Non-compete

  28. Crane shall not market or sell the Coin Recycler Product Line to customers located inside the EEA.  Crane shall have the  right  to  market
      and sell products developed using technology derived from the Coin Recycler Product Line to EEA  Customers  after  a  period  of  […]  from
      Closing.

  29. The Purchaser shall not market or sell the Coin Recycler Product Line to customers located outside the EEA.  Following the  termination  of
      the Toll Manufacturing Agreement, the Purchaser shall have the right to market and sell coin recyclers developed using  technology  derived
      from the Coin Recycler Product Line both within and outside the EEA.

      Personnel

  30. Crane undertakes to take all reasonable steps, including appropriate incentive schemes (based on industry practice), to encourage  all  Key
      Personnel to remain with the Divestment Business.

  31. Crane undertakes, subject to customary limitations, not to solicit, and to  procure  that  Affiliated  Undertakings  do  not  solicit,  the
      Personnel for a period of five years after Closing.

      Due Diligence

  32. In order to enable potential purchasers to carry out a reasonable due diligence  of  the  Divestment  Business,  Crane  shall,  subject  to
      customary confidentiality assurances and dependent on the stage of the divestiture process:

   g) provide to potential purchasers sufficient information as regards the Divestment Business; and

   h) provide to potential purchasers sufficient information relating to the Personnel and allow them reasonable access to the Personnel.

      Reporting

  33. Crane shall submit written reports in English on potential purchasers of the Divestment Business and developments in the negotiations  with
      such potential purchasers to the Commission and the Monitoring Trustee no later than 10 days after the end of  every  month  following  the
      Effective Date (or otherwise at the Commission’s request).

  34. Crane shall inform the Commission and the Monitoring Trustee on the preparation of the  data  room  documentation  and  the  due  diligence
      procedure and shall submit a copy of an information memorandum to the Commission and the Monitoring Trustee before sending  the  memorandum
      out to potential purchasers.

The Purchaser

   1. In order to ensure the immediate restoration of effective competition, the Purchaser, in order to be approved by the Commission, must:

   a) be independent of and unconnected to Crane and/or MEI;

   b) currently be a manufacturer of payment systems (cash or cashless), a manufacturer of machines incorporating such systems, including but not
      limited to manufacturers of vending machines, or otherwise have current or recent proven experience in the payment systems industry;

   c) have the financial resources, proven expertise and incentive to maintain and develop  the  Divestment  Business  as  a  viable  and  active
      competitive force in competition with the merged entity and other competitors; and

   d) neither be likely to create, in the light of the information available to the Commission, prima facie competition concerns nor give rise to
      a risk that the implementation of the Commitments will be delayed, and must, in particular, reasonably be expected to obtain all  necessary
      approvals from the relevant regulatory authorities for the acquisition of the Divestment Business (the before-mentioned  criteria  for  the
      purchaser hereafter the “Purchaser Requirements”).

   2. The Agreements shall be conditional on the Commission’s approval.  When Crane has reached an agreement with a purchaser, it shall submit  a
      fully documented and reasoned proposal, including a copy of the final agreement(s), to the Commission and the  Monitoring  Trustee.   Crane
      must be able to demonstrate to the Commission that the purchaser meets the Purchaser Requirements and that the Divestment Business is being
      transferred in a manner consistent with the Commitments.  For the approval, the Commission shall verify  that  the  purchaser  fulfils  the
      Purchaser Requirements and that the Divestment Business is being transferred in a manner consistent with the Commitments.   The  Commission
      may approve the transfer of the Divestment Business without one or more Assets, if this does not affect the viability  and  competitiveness
      of the Divestment Business after the transfer, taking account of the proposed purchaser.

Trustee

      I     Appointment Procedure

   1. Crane shall appoint a Monitoring Trustee to carry out the functions specified in the Commitments for a Monitoring Trustee.   If  Crane  has
      not entered into the Agreements one month before the end of the First Divestiture Period or if the  Commission  has  rejected  a  purchaser
      proposed by Crane at that time or thereafter, Crane shall appoint a Divestiture Trustee  to  carry  out  the  functions  specified  in  the
      Commitments for a Divestiture Trustee.  The appointment of the Divestiture Trustee shall take effect upon the commencement of the  Extended
      Divestment Period.

   2. The Trustee shall be independent of Crane and MEI, possess the necessary qualifications to  carry  out  its  mandate,  for  example  as  an
      investment bank or consultant or auditor, and shall neither have nor become exposed to a  conflict  of  interest.   The  Trustee  shall  be
      remunerated by Crane in a way that does not impede the independent and effective fulfilment of  its  mandate.   In  particular,  where  the
      remuneration package of a Divestiture Trustee includes a success premium linked to the final transfer value of the Divestment Business, the
      fee shall also be linked to a divestiture within the Trustee Divestiture Period.

      Proposal by Crane

   3. No later than one week after the Effective Date, Crane shall submit a list of one or more persons whom Crane proposes  to  appoint  as  the
      Monitoring Trustee to the Commission for approval.  No later than one month before the end of the First  Divestiture  Period,  Crane  shall
      submit a list of one or more persons whom Crane proposes to appoint as Divestiture Trustee to the Commission for  approval.   The  proposal
      shall contain sufficient information for the Commission to verify that the proposed Trustee fulfils the requirements set out  in  paragraph
      44 and shall include:

   a) the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil its duties under these
      Commitments;

   b) the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks; and

   c) an indication whether the proposed Trustee is to act as both Monitoring Trustee and Divestiture Trustee or whether different  trustees  are
      proposed for the two functions.

      Approval or rejection by the Commission

   4. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the proposed mandate  subject  to  any
      modifications it deems necessary for the Trustee to fulfil its obligations.  If only one name is approved, Crane shall appoint or cause  to
      be appointed, the individual or institution concerned as Trustee, in accordance with the mandate approved by the Commission.  If more  than
      one name is approved, Crane shall be free to choose the Trustee to be appointed from among  the  names  approved.   The  Trustee  shall  be
      appointed within one week of the Commission’s approval, in accordance with the mandate approved by the Commission.

      New proposal by Crane

   5. If all the proposed Trustees are rejected, Crane shall submit the names of at least two more individuals or institutions within one week of
      being informed of the rejection, in accordance with the requirements and the procedure set out in paragraphs 43 and 46.

      Trustee nominated by the Commission

   6. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee,  whom  Crane  shall  appoint,  or
      cause to be appointed, in accordance with a trustee mandate approved by the Commission.

      II    Functions of the Trustee

   7. The Trustee shall assume its specified duties in order to ensure  compliance  with  the  Commitments.   The  Commission  may,  on  its  own
      initiative or at the request of the Trustee or Crane, give any orders or instructions to the Trustee in order to ensure compliance with the
      conditions and obligations attached to the Decision.

      Duties and obligations of the Monitoring Trustee

   8. The Monitoring Trustee shall:

   i) propose in its first report to the Commission a detailed work plan describing how it intends to monitor compliance with the obligations and
      conditions attached to the Decision;

  ii) monitor the splitting of assets and the allocation of personnel between the Divestment Business and Crane or Affiliated Undertakings;

 iii) assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision;

  iv) propose to Crane such measures as the Monitoring Trustee  considers  necessary  to  ensure  Crane’s  compliance  with  the  conditions  and
      obligations attached to the Decision;

   v) review and assess potential purchasers as well as the progress of the divestiture process and verify that, dependent on the  stage  of  the
      divestiture process, (a) potential purchasers receive sufficient information relating to the  Divestment  Business  and  the  Personnel  in
      particular by reviewing, if available, the data room documentation, the information memorandum and  the  due  diligence  process,  and  (b)
      potential purchasers are granted reasonable access to the Personnel;

  vi) provide to the Commission, sending Crane a non-confidential copy at the same time, a written report within 15 days after the end  of  every
      month.  The report shall cover Crane’s compliance with the Commitments; and

 vii) within one week after receipt of the documented proposal referred to in paragraph 42, submit to the Commission a reasoned opinion as to the
      suitability and independence of the proposed purchaser and the viability of the Divestment Business after the transfer and  as  to  whether
      the Divestment Business is transferred in a manner consistent with the conditions and obligations attached to the Decision, in  particular,
      if relevant, whether the transfer of the Divestment Business without one or more Assets or not all of the Personnel affects  the  viability
      of the Divestment Business after the transfer, taking account of the proposed purchaser.

      Duties and obligations of the Divestiture Trustee

   9. Within the Trustee Divestiture Period, the Divestiture Trustee shall transfer at no minimum price the Divestment Business to  a  purchaser,
      provided that the Commission has approved both the purchaser and the final binding Technology Licence and Toll Manufacturing  Agreement  in
      accordance with the procedure laid down in paragraph 42.  The Divestiture  Trustee  shall  include  in  the  Technology  Licence  and  Toll
      Manufacturing Agreement such terms and conditions consistent with these Commitments as it considers appropriate for an  expedient  transfer
      in the Trustee Divestiture Period.  In particular, the Divestiture Trustee may include in the Technology  Licence  and  Toll  Manufacturing
      Agreement such customary representations and warranties and indemnities as are reasonably required to effect the transfer.  The Divestiture
      Trustee shall protect the legitimate financial interests of Crane, subject to the Parties’ unconditional obligation to divest at no minimum
      price in the Trustee Divestiture Period.

  10. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee shall provide the Commission  with  a
      comprehensive monthly report written in English on the progress of the divestiture process.  Such reports shall be submitted within 15 days
      after the end of every month with a simultaneous copy to the Monitoring Trustee and a non-confidential copy to Crane.

      III   Duties and obligations of Crane

  11. Crane shall provide and shall cause its advisors to provide the Trustee with all  such  cooperation,  assistance  and  information  as  the
      Trustee may reasonably require to perform its tasks.  The Trustee shall have full and complete access to any of Crane’s or  the  Divestment
      Business’s books, records, documents, management or other personnel, facilities, sites and technical information necessary  for  fulfilling
      its duties under the Commitments and Crane and the Divestment Business shall provide the Trustee upon request with copies of any  document.
      Crane and the Divestment Business shall make available to the Trustee one or more offices on their premises  and  shall  be  available  for
      meetings in order to provide the Trustee with all information necessary for the performance of its tasks.

  12. Crane shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request on behalf  of  the
      management of the Divestment Business.  This shall include all administrative support functions relating to the Divestment  Business  which
      are currently carried out at headquarters level.  Crane shall provide and shall cause its advisors to provide the  Monitoring  Trustee,  on
      request, with the information submitted to potential purchasers, in particular  give  the  Monitoring  Trustee  access  to  the  data  room
      documentation and all other information granted to potential purchasers in the due diligence procedure.  Crane shall inform the  Monitoring
      Trustee on possible purchasers, submit a list of potential purchasers, and keep the Monitoring Trustee informed of all developments in  the
      divestiture process.

  13. Crane shall grant or procure Affiliated Undertakings to grant comprehensive powers of attorney, duly executed, to the  Divestiture  Trustee
      to effect the transfer, the Closing and all actions and declarations which the Divestiture Trustee considers necessary  or  appropriate  to
      achieve the transfer and the Closing, including the appointment of advisors to assist with the  transfer  process.   Upon  request  of  the
      Divestiture Trustee, Crane shall cause the documents required for effecting the transfer and the Closing to be duly executed.

  14. Crane shall indemnify the Trustee and its employees and agents (each an “Indemnified Party”)  and  hold  each  Indemnified  Party  harmless
      against, and hereby agrees that an Indemnified Party shall have no liability to Crane for any liabilities arising out of the performance of
      the Trustee’s duties under the Commitments, except to the extent that such liabilities result from the wilful default, recklessness,  gross
      negligence or bad faith of the Trustee, its employees, agents or advisors.

  15. At the expense of Crane, the Trustee may appoint advisors (in particular for  corporate  finance  or  legal  advice),  subject  to  Crane’s
      approval (this approval not to be unreasonably withheld or delayed) if the Trustee considers the appointment of such advisors necessary  or
      appropriate for the performance of its duties and obligations under the Mandate, provided that any fees and other expenses incurred by  the
      Trustee are reasonable.  Should Crane refuse to approve the advisors proposed by the Trustee the Commission may approve the appointment  of
      such advisors instead, after having heard Crane.  Only the Trustee shall be entitled to issue instructions to the advisors.   Paragraph  56
      shall apply mutatis mutandis.  In the Trustee Divestiture Period, the Divestiture Trustee may use advisors  who  served  Crane  during  the
      Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient divestment.

      IV.   Replacement, discharge and reappointment of the Trustee

  16. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee  to
      a conflict of interest:

   d) the Commission may, after hearing the Trustee, require Crane to replace the Trustee; or

   e) Crane, with the prior approval of the Commission, may replace the Trustee.

  17. If the Trustee is removed according to paragraph 58, the Trustee may be required to continue in its function until  a  new  Trustee  is  in
      place to whom the Trustee has effected a full hand over of all relevant information.  The new Trustee shall be appointed in accordance with
      the procedure referred to in paragraphs 43 to 48.

  18. Beside the removal according to paragraph 58, the Trustee shall cease to act as Trustee only after the Commission has  discharged  it  from
      its duties after all the Commitments with which the Trustee has been entrusted have been implemented.  However, the Commission may  at  any
      time require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant remedies might not  have  been  fully
      and properly implemented.

The Review Clause

  19. The Commission may, where appropriate, in response to a request from Crane showing  good  cause  and  accompanied  by  a  report  from  the
      Monitoring Trustee:

   i) Grant an extension of the time periods foreseen in the Commitments; or

  ii) Waive, modify or substitute, in exceptional circumstances, one or more of the undertakings in these Commitments.

      Where Crane seeks an extension of a time period, it shall submit a request to the Commission no later than one month before the  expiry  of
      that period, showing good cause.  Only in exceptional circumstances shall Crane be entitled to request an extension within the  last  month
      of any period.

                                                   --------------------------------------------

      Date: 12 July 2013

      Duly authorised for and on behalf of Crane

      _____________________________________

      Douglas Lahnborg, Partner, Orrick, Herrington & Sutcliffe (Europe) LLP

                                                                     SCHEDULE

 1. Crane commits to enter into a technology licence for the manufacturing equipment, Know-How and tooling necessary to manufacture Crane’s coin
    recycler line of products currently manufactured by National Rejectors, Inc. GmbH (“NRI”),  and  sold  into  the  EEA,  which  includes  the
    following coin recycler models: Currenza C² blue, Currenza C² green, Currenza C² white  and  Currenza  C²  silver  (“Coin  Recycler  Product
    Line”).

 2. Crane also commits to enter into a toll manufacturing agreement for the Coin Recycler Product Line for a period of up to […] years.

 3. The Coin Recycler Product Line currently is manufactured at NRI’s facility in Buxtehude, Germany.  The Coin Recycler Product Line is sold to
    EEA Customers through […].

 4. As set out at paragraph 5 of these Commitments, the Divestment Business includes, but is not limited to:

     a) licences to the following main intangible assets:

            • The Currenza C² brand

            • The Coin Recycler Product Line model names

            • The following patents used for the Coin Recycler Product Line.  All of these patents are under review by legal counsel of Crane to
              determine which will be used by the Divestment Business.  The Monitoring Trustee will oversee the licensing of  these  patents  to
              the Purchaser:

|Case #                         |Title                 | Application Number                                                      |
|[…]                            |[…]                   |[…]                                                                      |

        For the avoidance of doubt, no third party intellectual property is required for the Divestment Business.

      b) all customer orders and contracts (including any customer lists) for the Coin Recycler  Product  Line  concluded  between  NRI  and  EEA
         Customers

      c) the CE authorisations held for the Coin Recycler Product Line

      d) lists of supply contracts used for the Divestment Business

      e) lists of EEA distributors and service providers used by the Divestment Business

      f) the following Key Personnel (number of employees in brackets):

            • Engineers/R&D personnel ([…])

            • Sales/marketing personnel focused on the EEA Customers ([…])

      g) Personnel in the following areas exclusively devoted to the Coin Recycler Product Line (number of employees in brackets):

            • Technical support ([…])

   5. To the extent that there are any assets not listed in 4(a) to (e) above which are used exclusively  by  the  Divestment  Business,  or  are
      otherwise necessary for the operation of the Divestment Business (but taking  into  consideration  the  pre-existing  capabilities  of  the
      Purchaser), these assets will also be included in the Divestment Business.

   6. The Divestment Business shall not include:

   a) manufacturing equipment and tooling products used in the production of the Coin Recycler Product Line;

   b) products manufactured by NRI which are not exclusively categorised as part of the Coin Recycler Product Line; and

   c) the Coin Recycler Product Line sold to non-EEA Customers.

                                                                     Annex II

BY HAND AND BY EMAIL

European Commission Merger Registry
DG Competition
Place Madou 1
1210 Saint-Josse-ten-Noode
Belgium

                                                        Case M.6857 - Crane Co./MEI Group

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EEC) No. 139/2004 as amended (“Merger Regulation”),  Crane  Co.  (“Crane”)  hereby  provides  the
following Commitments (“Commitments”) in order to enable the European Commission (“Commission”) to declare the acquisition  of  sole  control  by
Crane of MEI Conlux Holdings (US), Inc. and MEI Conlux Holdings (Japan) Inc. (together “MEI”)  compatible with the internal market  and  the  EEA
Agreement by its decision pursuant to Article 6(1)(b) of the Merger Regulation (“Decision”).

The Commitments shall take effect upon the date of adoption of the Decision.

This text shall be interpreted in the light of the Decision to the extent that the Commitments are attached as  conditions  and  obligations,  in
the general framework of Union law, in particular in the light of the Merger Regulation, and by reference to the Commission  Notice  on  remedies
acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004.

Definitions

For the purpose of the Commitments, the following terms shall have the following meaning:

Affiliated Undertakings: undertakings controlled by Crane, whereby the notion of control shall  be  interpreted  pursuant  to  Article  3  Merger
Regulation.

Closing: the transfer of the legal title of the Divestment Business to the Purchaser.

Cost: cost calculated on the basis of an objective formula, consistent with general industry practice, which will  include  the  direct  cost  of
material plus the direct cost of labour for manufacturing and support.

Derivative Work: a work that is based upon one  or  more  pre-existing  works,  such  as  a  revision,  modification,  translation,  abridgement,
condensation, expansion, or any other form in which a pre-existing work may be recast, transformed, or adapted, and  that,  if  prepared  without
the authorisation of the owner of the pre-existing work, would constitute a copyright infringement.

Divestment Business: the business or businesses as defined in Section B and the Schedule that Crane commits to divest.

Divestiture Trustee: one or more natural or legal person(s), independent from Crane and MEI, who is approved by the Commission and  appointed  by
Crane and who has received from Crane the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum price.

Effective Date: the date of adoption of the Decision.

Excluded Personnel: the personnel currently employed by Crane Payment Systems who will be excluded from the Divestment Business.

First Divestiture Period: the period of […] from the Effective Date.

Hold Separate Manager: the person appointed by Crane for the Divestment Business to manage the day-to-day business under the supervision  of  the
Monitoring Trustee.

Key Personnel: personnel listed as Key Personnel in the Schedule.

Know-How: any form of technical information or assistance relating to the manufacture or placing into operation  of  the  Bill  Recycler  Product
Line.

Monitoring Trustee: one or more natural or legal person(s), independent from Crane and MEI, who is approved by the Commission  and  appointed  by
Crane, and who has the duty to monitor Crane’s compliance with the conditions and obligations attached to the Decision.

Personnel: all personnel currently employed by Crane exclusively or substantially in the Bill Recycler Product Line, including the Key  Personnel
and does not include the Excluded Personnel.

Purchaser: the entity approved by the Commission as acquirer of the Divestment Business in accordance with the criteria set out in Section D.

Trustee(s): the Monitoring Trustee and the Divestiture Trustee.

Trustee Divestiture Period: the period of […] from the end of the First Divestiture Period.

The Divestment Business

      Commitment to divest

   1. In order to ensure effective competition, Crane commits to divest, or procure the divestment of, the Divestment Business by the end of  the
      Trustee Divestiture Period on terms approved by the Commission in accordance with the procedure described in paragraph 27.   To  carry  out
      the divestiture, Crane commits to find a purchaser and to enter into a binding Sale and  Purchase  Agreement  of  the  Divestment  Business
      within the First Divestiture Period.  If Crane has not entered into such an agreement at the end of the  First  Divestiture  Period,  Crane
      shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment Business in accordance  with  the  procedure  described  in
      paragraph 36 in the Trustee Divestiture Period.  The proposed concentration shall  not  be  implemented  unless  and  until  Crane  or  the
      Divestiture Trustee has entered into a final binding Sale and Purchase  Agreement  for  the  sale  of  the  Divestment  Business,  and  the
      Commission has approved the Purchaser and the terms of sale in accordance with paragraph 27.

   2. Crane shall be deemed to have complied with this commitment if, by the end of the Trustee Divestiture Period,  Crane  has  entered  into  a
      final binding Sale and Purchase Agreement, if the Commission approves the  Purchaser  and  the  terms  in  accordance  with  the  procedure
      described in paragraph 27 and if the Closing takes place within a period not exceeding […] after the approval  of  the  purchaser  and  the
      terms of sale by the Commission.

   3. In order to maintain the structural effect of the Commitments, Crane and MEI shall, for a period of 10 years after the Effective Date,  not
      acquire direct or indirect influence over the whole or part of the Divestment Business, unless the Commission has previously found that the
      structure of the market has changed to such an extent that the absence of influence over the Divestment Business is no longer necessary  to
      render the proposed concentration compatible with the internal market.

      Structure and definition of the Divestment Business

   4. The Divestment Business consists of Crane’s bill recycler line of products (“Bill Recycler Product Line”) currently manufactured  by  Crane
      Payment Solutions (“CPS”) as operated by Cash Code, a branch of Crane Canada Co., including the following bill recycler models: 100, 100XE,
      200, 200G, 200XE, 300 and 300XE.  The Bill Recycler Product Line also includes the MFL  bill  acceptor.   The  Divestment  Business  should
      enable the Purchaser to sell the Bill Recycler Product Line, meet the customer-required standards, and to be a  competitive  force  in  the
      sector for high-end bill recyclers and high-end bill acceptors.

   5. The present legal and functional structure of the Divestment Business as operated to date is described in  the  Schedule.   The  Divestment
      Business, described in more detail in the Schedule, includes:

   a) all tangible and intangible assets (including all necessary intellectual property rights), which contribute to the current operation or are
      necessary to ensure the viability of the Divestment Business;

   b) all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business;

   c) all customer orders, contracts, leases, commitments of the Divestment Business;

   d) all customer, credit and other records of the Divestment Business (items referred to under (a) to (d) hereinafter collectively referred  to
      as “Assets”);

   e) the Personnel; and

   f) the benefit of a perpetual, royalty-free software licence required for the operation of the Divestment Business.

   6. The Divestment Business does not include the Excluded Personnel and the current assets of and  personnel  currently  employed  by  CPS  not
      devoted entirely or substantially to the Divestment Business.

Related commitments

      Software Licence Agreement

   1. Crane commits to assign all right, title and interest in and to the software and firmware that is  necessary  and  exclusive  to  the  Bill
      Recycler Product Line to the Purchaser (“Assigned Software”).  Crane shall deliver both source code and object code of the current  version
      of the Assigned Software as of the Effective Date.

   2. Crane commits to grant a perpetual, royalty-free, non-exclusive licence to the Currency Validation Software necessary and not exclusive  to
      the Bill Recycler Product Line to the Purchaser (“Licensed Software”).

   3. Crane shall deliver both source code and object code of the current version of the Licensed Software as of  the  date  of  Closing.   Crane
      shall grant a non-exclusive right and licence to:

   a) use and reproduce the Licensed Software, and prepare Derivative Works thereof, in object code or source code  form,  for  the  purposes  of
      development, technical support, maintenance, and/or warranty service of the Bill Recycler Product Line; and

   b) use, reproduce, and distribute copies of the Licensed Software, or Derivative Works thereof, in object code form only, as products or parts
      of products, in furtherance of the marketing of the Bill Recycler Product Line.

   4. The Purchaser shall be the exclusive owner of all right, title and interest in and to any and  all  Derivative  Works  that  the  Purchaser
      creates based upon the Licensed Software.  Ownership of all underlying right, title and interest  in  the  Licensed  Software  will  remain
      exclusively with Crane.

   5. The Assigned Software and Licensed Software are intended to be comprehensive and will permit the Purchaser to manufacture the Bill Recycler
      Product Line.

   6. The Licensed Software shall cover all of the current software  relating  to  the  Bill  Recycler  Product  Line,  but  not  any  subsequent
      improvements to the Licensed Software carried out by Crane after Closing.  The Purchaser shall have the right to use the Licensed  Software
      to manufacture, market and sell the Bill Recycler Product Line as it is constituted on the date of Closing in any  market  worldwide.   For
      next and succeeding generation high-end bill recycler and high-end bill acceptor products derived from the Bill Recycler Product Line,  the
      Purchaser shall have the right to use the Licensed  Software  to  manufacture,  market  and  sell  such  products  worldwide,  but  in  the
      Transportation sector only.  The Purchaser agrees to maintain in confidence the source code version of the Licensed Software  by  using  at
      least the same physical and other security measures as the Purchaser uses for its own confidential technical information and documentation.
       The Purchaser further agrees not to disclose the source code version of the Licensed Software, or any aspect thereof, to anyone other than
      employees of the Purchaser who have a need to know or obtain access to such information in order to support the Bill Recycler Product  Line
      and are bound to protect such information against any other use or disclosure.  These obligations shall not apply to any information:

   c) generally available in the public domain;

   d) ascertainable based on the operation of the object code version of the Licensed Software;

   e) independently developed or obtained without reliance on the Purchaser’s information; or

   f) approved for release by Crane without restriction.

   7. For a period of up to 18 months after Closing, Crane shall provide training to the Purchaser in the  use  and  operation  of  the  Licensed
      Software, at Cost.

   8. The Purchaser shall indemnify Crane for any legal claims arising from the Purchaser’s use of the Licensed Software.  Crane shall  indemnify
      the Purchaser for any claims of infringement related to the Purchaser’s valid use of the  Licensed  Software  (excluding  any  infringement
      based on a Derivative Work).  Should Crane and the Purchaser disagree on the matter, they will refer the matter to an (ad hoc)  arbitration
      proceeding, which will rule on the matter expeditiously.

      Patent Commitment

   9. Crane commits to assign all right, title and interest in and to any and  all  patents  and  patent  applications  that  are  necessary  and
      exclusive to the Bill Recycler Product Line to the Purchaser (“Assigned Patents”).  The Purchaser shall grant Crane a fully paid-up licence
      back to the Assigned Patents.

  10. Crane commits to grant a perpetual, royalty free, non-exclusive licence to any and all patents and patent applications  necessary  and  not
      exclusive to the Bill Recycler Product Line to the Purchaser in the Bill Recycler Product Line field  of  use  (“Licensed  Patents”).   The
      Purchaser shall agree to mark any and all Bill Recycler Product Line products sold into the United States of America in accordance with  35
      U.S.C. §287(a) and will mark any and all Bill Recycler Product Line products made or sold in any other country in accordance with the  laws
      and regulations then applicable in each such country.

  11. Crane is the owner of the Licensed Patents and shall have exclusive responsibility for the preparation, filing, prosecution and maintenance
      of the Licensed Patents, including choice of patent counsel.  The Purchaser shall cooperate with Crane to ensure that the claims  for  each
      Licensed Patent reflects and will reflect, to the extent practicable and to the best of the Purchaser’s knowledge, all items of  commercial
      interest to the Purchaser that are contemplated to be sold or procedures to be practiced under the licence.  The Purchaser shall  reimburse
      Crane for half maintenance (or annuity as the case may be) fee cost for all Licensed Patents accruing on and after the Effective Date.

      Preservation of Viability, Marketability and Competitiveness

  12. From the Effective Date until Closing, Crane shall preserve the economic viability, marketability and  competitiveness  of  the  Divestment
      Business, in accordance with good business practice, and shall minimise as far as possible any risk of loss of competitive potential of the
      Divestment Business.  In particular Crane undertakes:

   g) not to carry out any act upon its own authority that might have a significant adverse impact on the value, management or competitiveness of
      the Divestment Business or that might alter the nature and scope of activity, or the industrial or commercial strategy  or  the  investment
      policy of the Divestment Business;

   h) to make available sufficient resources for the development of the Divestment Business, on  the  basis  and  continuation  of  the  existing
      business plans; and

   i) to take all reasonable steps, including appropriate incentive schemes (based on industry practice),  to  encourage  all  Key  Personnel  to
      remain with the Divestment Business.

      Hold-separate obligations of Crane

  13. Crane commits, from the Effective Date until Closing, to keep the Divestment Business separate from the businesses it is retaining  and  to
      ensure that Key Personnel of the Divestment Business - including the Hold Separate Manager - have no involvement in any  business  retained
      and vice versa (to the extent this is reasonably practicable and does not adversely affect the viability of  any  part  of  the  Divestment
      Business or Crane, in which case appropriate safeguards shall be put in place to  protect  confidential  information).   Crane  shall  also
      ensure that the Personnel do not report to any individual outside the Divestment Business.

  14. Until Closing, Crane shall assist the Monitoring Trustee in ensuring that the Divestment Business is managed as  a  distinct  and  saleable
      entity separate from the businesses retained by Crane and MEI.  Crane shall appoint a Hold Separate Manager who shall  be  responsible  for
      the management of the Divestment Business, under the supervision of the Monitoring Trustee.  The Hold Separate  Manager  shall  manage  the
      Divestment Business independently and in the best interest of the business with a  view  to  ensuring  its  continued  economic  viability,
      marketability and competitiveness and its independence from the businesses retained by Crane and MEI.

      Ring-fencing

  15. Without prejudice to paragraph 19, Crane shall implement all necessary measures to ensure that it does not after the Effective Date  obtain
      any business secrets, Know-How, commercial information, or any other information of a confidential or proprietary nature  relating  to  the
      Divestment Business.  In particular, the participation of the Divestment Business in a central  information  technology  network  shall  be
      severed to the extent possible, without compromising the viability of the Divestment Business.  Crane may obtain  information  relating  to
      the Divestment Business which is reasonably necessary for the divestiture of the Divestment  Business  or  whose  disclosure  to  Crane  is
      required by law.

      Non-solicitation clause

  16. Crane and MEI undertake, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings do not solicit,  the
      Key Personnel transferred with the Divestment Business for a period of five years after Closing.

      Due Diligence

  17. In order to enable potential purchasers to carry out a reasonable due diligence  of  the  Divestment  Business,  Crane  shall,  subject  to
      customary confidentiality assurances and dependent on the stage of the divestiture process:

   j) provide to potential purchasers sufficient information as regards the Divestment Business;

   k) provide to potential purchasers sufficient information relating to the Personnel and allow them reasonable access to the Personnel.

      Reporting

  18. Crane shall submit written reports in English on potential purchasers of the Divestment Business and developments in the negotiations  with
      such potential purchasers to the Commission and the Monitoring Trustee no later than 10 days after the end of  every  month  following  the
      Effective Date (or otherwise at the Commission’s request).

  19. Crane shall inform the Commission and the Monitoring Trustee on the preparation of the  data  room  documentation  and  the  due  diligence
      procedure and shall submit a copy of an information memorandum to the Commission and the Monitoring Trustee before sending  the  memorandum
      out to potential purchasers.

The Purchaser

   1. In order to ensure the immediate restoration of effective competition, the Purchaser, in order to be approved by the Commission, must:

   a) currently be a manufacturer of payment systems (cash or cashless) or a manufacturer of machines incorporating such  systems,  or  otherwise
      have current or recent proven experience in the payment systems industry;

   b) be independent of and unconnected to Crane and/or MEI;

   c) have the financial resources, proven expertise and incentive to maintain and develop  the  Divestment  Business  as  a  viable  and  active
      competitive force in competition with the merged entity and other competitors;

   d) neither be likely to create, in the light of the information available to the Commission, prima facie competition concerns nor give rise to
      a risk that the implementation of the Commitments will be delayed, and must, in particular, reasonably be expected to obtain all  necessary
      approvals from the relevant regulatory authorities for the acquisition of the Divestment Business (the before-mentioned  criteria  for  the
      purchaser hereafter the “Purchaser Requirements”).

   2. The final binding Sale and Purchase Agreement shall be conditional on the Commission’s approval.  When Crane has reached an agreement  with
      a purchaser, it shall submit a fully documented and reasoned proposal, including a copy of the final agreement(s), to  the  Commission  and
      the Monitoring Trustee.  Crane must be able to demonstrate to the Commission that the purchaser meets the Purchaser Requirements  and  that
      the Divestment Business is being sold in a manner consistent with the Commitments.  For the approval, the Commission shall verify that  the
      purchaser fulfils the Purchaser Requirements and that the Divestment Business is being sold in a manner consistent  with  the  Commitments.
      The Commission may approve the sale of the Divestment Business without one or more Assets, if  this  does  not  affect  the  viability  and
      competitiveness of the Divestment Business after the sale, taking account of the proposed purchaser.

Trustee

      I     Appointment Procedure

   1. Crane shall appoint a Monitoring Trustee to carry out the functions specified in the Commitments for a Monitoring Trustee.   If  Crane  has
      not entered into a binding Sale and Purchase Agreement one month before the end of the First Divestiture Period or if  the  Commission  has
      rejected a purchaser proposed by Crane at that time or thereafter, Crane shall appoint a Divestiture Trustee to  carry  out  the  functions
      specified in the Commitments for a Divestiture Trustee.  The appointment of the Divestiture Trustee shall take effect upon the commencement
      of the Extended Divestment Period.

   2. The Trustee shall be independent of Crane and MEI, possess the necessary qualifications to  carry  out  its  mandate,  for  example  as  an
      investment bank or consultant or auditor, and shall neither have nor become exposed to a  conflict  of  interest.   The  Trustee  shall  be
      remunerated by Crane in a way that does not impede the independent and effective fulfilment of  its  mandate.   In  particular,  where  the
      remuneration package of a Divestiture Trustee includes a success premium linked to the final sale value of the Divestment Business, the fee
      shall also be linked to a divestiture within the Trustee Divestiture Period.

      Proposal by Crane

   3. No later than one week after the Effective Date, Crane shall submit a list of one or more persons whom Crane proposes  to  appoint  as  the
      Monitoring Trustee to the Commission for approval.  No later than one month before the end of the First  Divestiture  Period,  Crane  shall
      submit a list of one or more persons whom Crane proposes to appoint as Divestiture Trustee to the Commission for  approval.   The  proposal
      shall contain sufficient information for the Commission to verify that the proposed Trustee fulfils the requirements set out  in  paragraph
      29 and shall include:

   a) the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil its duties under these
      Commitments;

   b) the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks;

   c) an indication whether the proposed Trustee is to act as both Monitoring Trustee and Divestiture Trustee or whether different  trustees  are
      proposed for the two functions.

      Approval or rejection by the Commission

   4. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the proposed mandate  subject  to  any
      modifications it deems necessary for the Trustee to fulfil its obligations.  If only one name is approved, Crane shall appoint or cause  to
      be appointed, the individual or institution concerned as Trustee, in accordance with the mandate approved by the Commission.  If more  than
      one name is approved, Crane shall be free to choose the Trustee to be appointed from among  the  names  approved.   The  Trustee  shall  be
      appointed within one week of the Commission’s approval, in accordance with the mandate approved by the Commission.

      New proposal by Crane

   5. If all the proposed Trustees are rejected, Crane shall submit the names of at least two more individuals or institutions within one week of
      being informed of the rejection, in accordance with the requirements and the procedure set out in paragraphs 28 and 31.

      Trustee nominated by the Commission

   6. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee,  whom  Crane  shall  appoint,  or
      cause to be appointed, in accordance with a trustee mandate approved by the Commission.

      II    Functions of the Trustee

   7. The Trustee shall assume its specified duties in order to ensure  compliance  with  the  Commitments.   The  Commission  may,  on  its  own
      initiative or at the request of the Trustee or Crane, give any orders or instructions to the Trustee in order to ensure compliance with the
      conditions and obligations attached to the Decision.

      Duties and obligations of the Monitoring Trustee

   8. The Monitoring Trustee shall:

   i) propose in its first report to the Commission a detailed work plan describing how it intends to monitor compliance with the obligations and
      conditions attached to the Decision.

  ii) oversee the on-going management of the Divestment Business with a view to ensuring its  continued  economic  viability,  marketability  and
      competitiveness and monitor compliance by Crane with the conditions and obligations attached to the Decision.  To that end  the  Monitoring
      Trustee shall:

   a) monitor the preservation of the economic viability, marketability and competitiveness of the Divestment Business, and the keeping  separate
      of the Divestment Business from the business retained by Crane, in accordance with paragraphs 18 and 19 of the Commitments;

   b) supervise the management of the Divestment Business as a distinct and  transferrable  entity,  in  accordance  with  paragraph  20  of  the
      Commitments;

   c) (i) in consultation with Crane, determine all necessary measures to ensure that Crane does not after the Effective Date obtain any business
      secrets, Know-How, commercial information, or any other information of a confidential or proprietary  nature  relating  to  the  Divestment
      Business, in particular strive for the severing of the Divestment Business’ participation in a central information  technology  network  to
      the extent possible, without compromising the viability of the Divestment Business,  and  (ii)  decide  whether  such  information  may  be
      disclosed to Crane as the disclosure is reasonably necessary to allow Crane to carry out the divestiture or as the disclosure  is  required
      by law provided that any information required to be disclosed to Crane to satisfy legal reporting requirements  will  be  supplied  without
      objection;

   d) monitor the splitting of assets and the allocation of personnel between the Divestment Business and Crane or Affiliated Undertakings;

 iii) assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision;

  iv) propose to Crane such measures as the Monitoring Trustee  considers  necessary  to  ensure  Crane’s  compliance  with  the  conditions  and
      obligations attached to the Decision, in particular the maintenance of the full economic viability, marketability or competitiveness of the
      Divestment Business, the holding separate of the Divestment Business and the non-disclosure of competitively sensitive information;

   v) review and assess potential purchasers as well as the progress of the divestiture process and verify that, dependent on the  stage  of  the
      divestiture process, (a) potential purchasers receive sufficient information relating to the  Divestment  Business  and  the  Personnel  in
      particular by reviewing, if available, the data room documentation, the information memorandum and  the  due  diligence  process,  and  (b)
      potential purchasers are granted reasonable access to the Personnel;

  vi) provide to the Commission, sending Crane a non-confidential copy at the same time, a written report within 15 days after the end  of  every
      month.  The report shall cover the operation and management of the Divestment Business so  that  the  Commission  can  assess  whether  the
      business is held in a manner consistent with the Commitments and the progress of the divestiture process as well as  potential  purchasers.
      In addition to these reports, the Monitoring Trustee shall promptly report in writing to the Commission, sending Crane  a  non-confidential
      copy at the same time, if it concludes on reasonable grounds that Crane is failing to comply with these Commitments;

 vii) within one week after receipt of the documented proposal referred to in paragraph 27, submit to the Commission a reasoned opinion as to the
      suitability and independence of the proposed purchaser and the viability of the Divestment Business after the sale and as  to  whether  the
      Divestment Business is sold in a manner consistent with the conditions  and  obligations  attached  to  the  Decision,  in  particular,  if
      relevant, whether the sale of the Divestment Business without one or more Assets or not all of the Personnel affects the viability  of  the
      Divestment Business after the sale, taking account of the proposed purchaser.

      Duties and obligations of the Divestiture Trustee

   9. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price  the  Divestment  Business  to  a  purchaser,
      provided that the Commission has approved both the purchaser and the final binding Sale and  Purchase  Agreement  in  accordance  with  the
      procedure laid down in paragraph 27.  The Divestiture Trustee shall include in the Sale and Purchase Agreement such terms and conditions as
      it considers appropriate for an expedient sale in the Trustee Divestiture Period.  In particular, the Divestiture Trustee  may  include  in
      the Sale and Purchase Agreement such customary representations and warranties and indemnities as are  reasonably  required  to  effect  the
      sale.  The Divestiture Trustee shall protect the legitimate financial interests of Crane, subject to the Parties’ unconditional  obligation
      to divest at no minimum price in the Trustee Divestiture Period.

  10. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee shall provide the Commission  with  a
      comprehensive monthly report written in English on the progress of the divestiture process.  Such reports shall be submitted within 15 days
      after the end of every month with a simultaneous copy to the Monitoring Trustee and a non-confidential copy to Crane.

    III    Duties and obligations of Crane

  11. Crane shall provide and shall cause its advisors to provide the Trustee with all  such  cooperation,  assistance  and  information  as  the
      Trustee may reasonably require to perform its tasks.  The Trustee shall have full and complete access to any of Crane’s or  the  Divestment
      Business’s books, records, documents, management or other personnel, facilities, sites and technical information necessary  for  fulfilling
      its duties under the Commitments and Crane and the Divestment Business shall provide the Trustee upon request with copies of any  document.
      Crane and the Divestment Business shall make available to the Trustee one or more offices on their premises  and  shall  be  available  for
      meetings in order to provide the Trustee with all information necessary for the performance of its tasks.

  12. Crane shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request on behalf  of  the
      management of the Divestment Business.  This shall include all administrative support functions relating to the Divestment  Business  which
      are currently carried out at headquarters level.  Crane shall provide and shall cause its advisors to provide the  Monitoring  Trustee,  on
      request, with the information submitted to potential purchasers, in particular  give  the  Monitoring  Trustee  access  to  the  data  room
      documentation and all other information granted to potential purchasers in the due diligence procedure.  Crane shall inform the  Monitoring
      Trustee on possible purchasers, submit a list of potential purchasers, and keep the Monitoring Trustee informed of all developments in  the
      divestiture process.

  13. Crane shall grant or procure Affiliated Undertakings to grant comprehensive powers of attorney, duly executed, to the  Divestiture  Trustee
      to effect the transfer, the Closing and all actions and declarations which the Divestiture Trustee considers necessary  or  appropriate  to
      achieve the transfer and the Closing, including the appointment of advisors to assist with the  transfer  process.   Upon  request  of  the
      Divestiture Trustee, Crane shall cause the documents required for effecting the transfer and the Closing to be duly executed.

  14. Crane shall indemnify the Trustee and its employees and agents (each an “Indemnified Party”)  and  hold  each  Indemnified  Party  harmless
      against, and hereby agrees that an Indemnified Party shall have no liability to Crane for any liabilities arising out of the performance of
      the Trustee’s duties under the Commitments, except to the extent that such liabilities result from the wilful default, recklessness,  gross
      negligence or bad faith of the Trustee, its employees, agents or advisors.

  15. At the expense of Crane, the Trustee may appoint advisors (in particular for  corporate  finance  or  legal  advice),  subject  to  Crane’s
      approval (this approval not to be unreasonably withheld or delayed) if the Trustee considers the appointment of such advisors necessary  or
      appropriate for the performance of its duties and obligations under the Mandate, provided that any fees and other expenses incurred by  the
      Trustee are reasonable.  Should Crane refuse to approve the advisors proposed by the Trustee the Commission may approve the appointment  of
      such advisors instead, after having heard Crane.  Only the Trustee shall be entitled to issue instructions to the advisors.   Paragraph  41
      shall apply mutatis mutandis.  In the Trustee Divestiture Period, the Divestiture Trustee may use advisors  who  served  Crane  during  the
      Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient divestment.

      IV.   Replacement, discharge and reappointment of the Trustee

  16. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee  to
      a conflict of interest:

   d) the Commission may, after hearing the Trustee, require Crane to replace the Trustee; or

   e) Crane, with the prior approval of the Commission, may replace the Trustee.

  17. If the Trustee is removed according to paragraph 43, the Trustee may be required to continue in its function until  a  new  Trustee  is  in
      place to whom the Trustee has effected a full hand over of all relevant information.  The new Trustee shall be appointed in accordance with
      the procedure referred to in paragraphs 28 to 33.

  18. Beside the removal according to paragraph 43, the Trustee shall cease to act as Trustee only after the Commission has  discharged  it  from
      its duties after all the Commitments with which the Trustee has been entrusted have been implemented.  However, the Commission may  at  any
      time require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant remedies might not  have  been  fully
      and properly implemented.

The Review Clause

   1. The Commission may, where appropriate, in response to a request from Crane showing  good  cause  and  accompanied  by  a  report  from  the
      Monitoring Trustee:

   i) Grant an extension of the time periods foreseen in the Commitments, or

  ii) Waive, modify or substitute, in exceptional circumstances, one or more of the undertakings in these Commitments.

      Where Crane seeks an extension of a time period, it shall submit a request to the Commission no later than one month before the  expiry  of
      that period, showing good cause.  Only in exceptional circumstances shall Crane be entitled to request an extension within the  last  month
      of any period.

                                                   --------------------------------------------

      Date: 12 July 2013

      Duly authorised for and on behalf of Crane

      _____________________________________

      Douglas Lahnborg, Partner, Orrick, Herrington & Sutcliffe (Europe) LLP

                                                                     SCHEDULE

 1. Crane commits to enter into a Sale and Purchase Agreement to divest the bill recycler  line  of  products  (“Bill  Recycler  Product  Line”)
    currently manufactured by Crane Payment Solutions (“CPS”) as operated by Cash Code, a branch of Crane Canada Co.,  including  the  following
    bill recycler models: 100, 100XE, 200, 200G, 200XE, 300 and 300XE.  The Bill Recycler Product Line also includes the MFL bill acceptor.

 2. The Bill Recycler Product Line currently is manufactured at CPS’s facility in Toronto, Canada.

 3. The Purchaser shall supply Crane with […] for a period of […] from Closing at […] to enable Crane to […].

 4. As set out at paragraph 5 of these Commitments, the Divestment Business includes, but is not limited to:

     a) the following main tangible assets:

            • Production lines and workstations located in Toronto, including:

                  o […]

                  o […]

                  o […]

                  o […]

                  o […]

                  o […]

                  o […]

                  o […]

                  o […]

                  o […]

                  o […]

            • Tooling, including:

                  o […]

                  o […]

            • Inventory

            • Testing equipment, including:

                  o […]

                  o […]

                  o […]

            • Tooling documentation, specifications, manuals, schematics and drawings, including:

                  o […]

                  o […]

                  o […]

                  o […]

                  o […]

            • Interfaces between customer infrastructure and the equipment of the Divestment Business

            • a necessary subset of the worldwide currency denominations held in Crane’s  bill  library  to  enable  the  Purchaser  to  design,
              manufacture and test the Bill Recycler Product Line

     b) the following main intangible assets:

            • The B2B brand

            • The Bill Recycler Product Line model names

            • The patents used exclusively by the Divestment Business

            • The trademarks used exclusively (to be assigned) or predominantly (to be licensed) by the Divestment Business

            • All relevant other  intellectual  property,  including  trade  secrets,  Know-How,  technology,  methods,  inventions,  processes,
              firmware/software,  databases,  schematics,  specifications,  designs  and  trademarks  used  exclusively  (to  be  assigned)   or
              predominantly (to be licensed) by the Divestment Business

     c) the following main licences, permits and authorisations:

            • All Central Bank authorisations

            • CE and UL approvals

            • Federal Transit Administration approval

            • All other relevant certificate, licences, permits, approvals and authorisations

     d) the following customer, credit and other records:

            • Supply contracts for electronic and mechanical products

            • Other records as identified during the sale process

     e) Personnel in the following areas exclusively devoted to the Bill Recycler Product Line (number of employees in brackets):

            • Indirect manufacturing ([…])

            • Quality control ([…])

            • Direct labour ([…])

            • Technical support ([…])

     f) the following Key Personnel (number of employees in brackets):

            • Sales personnel focused on Transportation ([…])

            • Marketing personnel ([…], including the Product Manager)

            • Engineers/R&D personnel ([…]), including the following types:

                  o Embedded engineer ([…])

                  o Mechanical engineer ([…])

                  o Software developer ([…])

                  o Application engineer ([…])

                  o Tooling engineer ([…])

            • Hold-Separate Manager (Product Manager) ([…])

   5. To the extent that there are any assets not listed in 4(a) to (d) above which are used  exclusively  or  predominantly  by  the  Divestment
      Business, or are otherwise necessary for the operation  of  the  Divestment  Business  (but  taking  into  consideration  the  pre-existing
      capabilities of the Purchaser), these assets will also be included (whether assigned or licensed) in the Divestment Business.

   6. The Divestment Business shall not include:

   a) products manufactured by CPS which are not exclusively categorised as part of the Bill Recycler Product Line;

   b) technology held by Crane not used exclusively in the manufacture of the Bill Recycler Product Line, such technology to be licensed; and

   c) other than those identified in 4(e) and (f) above, employees not exclusively devoted to the Bill Recycler Product Line.

                    SCHEDULE A TO BILL RECYCLER COMMITMENTS SUBMITTED BY CRANE CO. TO THE EUROPEAN COMMISSION ON 12 JULY 2013

      Tangible assets

   1. The following production lines and work-stations, tooling equipment, testing equipment, components and other  supplied  materials/equipment
      are used for the assets and are to be divested with the Divestment Business, unless  the  assets  are  used  in  common  with  other  Crane
      products, in which case the Purchaser will be able to obtain the assets from Crane’s suppliers or elsewhere:

        i) Production Lines and Workstations

                                                                     Table 1
                                                        Production lines and workstations

|      |Workstation name        |Testing equipment                                |Cell capacity        |Max. no. of     |Floor space     |
|      |                        |                                                 |(per shift)          |operators needed|(ft²)           |
|      |                        |                                                 |                     |for 1 shift at  |                |
|      |                        |                                                 |                     |full capacity   |                |
|1     |[…]                     |[…]                                              |[…]                  |[…]             |[…]             |
|2     |[…]                     |[…]                                              |[…]                  |[…]             |                |
|3     |[…]                     |[…]                                              |[…]                  |[…]             |                |
|4     |[…]                     |[…]                                              |[…]                  |[…]             |                |
|5     |[…]                     |[…]                                              |[…]                  |[…]             |                |
|6     |[…]                     |[…]                                              |[…]                  |[…]             |                |
|7     |[…]                     |[…]                                              |[…]                  |[…]             |                |
|8     |[…]                     |[…]                                              |[…]                  |                |                |
|9     |[…]                     |[…]                                              |[…]                  |[…]             |[…]             |
|10    |[…]                     |[…]                                              |[…]                  |[…]             |                |
|11    |[…]                     |[…]                                              |[…]                  |[…]             |                |
|12    |[…]                     |[…]                                              |[…]                  |[…]             |                |
|Total:                                                                                                 |[…]             |[…]             |

       ii) Tooling Equipment

                                                                     Table 2
                                                              Tooling unique for BB

|                                                                    |Number of Tools         |
|[…]                                                                 |[…]                     |

                                                                     Table 3
                                                   Tooling common with other products (MFL/FLC)

|                                                                    |Number of Tools         |
|[…]                                                                 |[…]                     |

      iii) Testing Equipment

           Testing equipment is included in Production Lines and Workstations noted above.

       iv) Components and other supplied materials/equipment

                                                                     Table 4

|Supply Chain                                                                    |Suppliers           |
|[…]                                                                             |[…]                 |

                                                                     Table 5

|Parts                                                                           |Components          |
|[…]                                                                             |[…]                 |

      Intangible assets

   2. The following product/equipment designs and design platforms are used for the assets and are to be included in the Divestment Business:

                                                                     Table 6
                                                     Bill Recycler Product Line descriptions

|Product Type        |Specific Product     |Description                                                                                  |
|[…] [1]             |[…]                  |[…]                                                                                          |

Note:       [1]  These are products common to the Divestment Business and other Crane products.  Access will be  granted  to  these  designs  and
       design platforms but will be retained by Crane.

   3. The following know-how, methods, processes, tooling documentation and databases (including specifications and schematics) are used for  the
      assets and are to be included in the Divestment Business:

                                                                     Table 7
                                      Description of know-how, etc. used for the Bill Recycler Product Line

|Product            |Info                     |Information                                                                                |
|[…] [1]            |[…]                      |[…]                                                                                        |

Note:       [1]  These are products common to the Divestment Business and other Crane products.  Access will be  granted  to  these  designs  and
design platforms but will be retained by Crane.

   4. The following firmware and software are used for the assets and are to be included in the Divestment Business:

                                                                     Table 8
                                          Firmware and software used for the Bill Recycler Product Line

|Product             |Info                  |Information                                                                                  |
|[…]                 |[…]                   |[…]                                                                                          |

   5. The following patents are used for at least the Bill Recycler Product Line.  All of these patents are under  review  by  legal  counsel  of
      Crane to determine which will be used exclusively (all right, title and interest to  be  assigned  to  the  Purchaser)  or  non-exclusively
      (either assigned to the Purchaser with a non-exclusive license back to Crane or a paid-up field-of-use  licence  will  be  granted  to  the
      Purchaser) by the Divestment Business.  The Monitoring Trustee will oversee the assignment and licensing of patents to the Purchaser.

                                                                     Table 9
                                             Patents used for at least the Bill Recycler Product Line

Case # |Title |Application No. |Patent No. |Filing Date |Date of Grant |Expiration Date | |[…] |[…] |[…] |[…] |[…] |[…] |[…] | |

   6. The following trademark associated with the Bill Recycler Product Line (Registration Number […]) is used  for  the  assets  and  is  to  be
      included in the Divestment Business:

                                                                       […]

-----------------------
[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]   The thresholds are not met since MEI's aggregate Union–wide turnover in 2011 (the 2012 revenues have not yet been audited)  was  below  EUR
100 million.

[3]   Germany, Portugal, Spain and the United Kingdom.

[4]   For instance, card readers and other cashless.

[5]   Crane does not produce card readers and MEI manufactures card readers only in combination with bill handing products. With regard to  other
cashless, there is no overlap either, and Crane's EEA market share is [0-5]%.

[6]   Commission decision COMP/M.6535 of 2 July 2012 – Glory/Talaris Topco.

[7]   Form CO, paragraphs 22, 160–168, 707 and 719.

[8]   Responses to question 23 of the Questionnaires to customers in vending, in gaming, in transport,  in  retail  SCO  and  in  retail  kiosks;
Minutes of the conference call of 14 March 2013 with a competitor.

[9]   Minutes of the conference call of 3 July 2013 with a customer.

[10]  Responses to question 24 of the Questionnaires to customers in vending, in gaming, in transport, in retail SCO and in retail kiosks.

[11]  Responses to question 22 of the Questionnaire to competitors in coins and to question 26 of the Questionnaire to competitors in bills.

[12]  Responses to question 5 of the Questionnaire to competitors in coins and to question 4 of the Questionnaire to competitors in bills.

[13]  Form CO, paragraph 172.

[14]  Form CO, paragraph 132.

[15]  Responses to question 10 of the Questionnaire to competitors in coins and to question 11 of the  Questionnaire  to  competitors  in  bills;
only two competitors in bill payment systems replied “I do not know” to that question.

[16]  Annexes 7.3(a) and 7.3(b) to the Form CO.

[17]  Toyo Network Systems & integration, also by respondents to the market investigation frequently referred to as "Toyocom" or "Toyo".

[18]  Response to question 14.1 of the Questionnaire to competitors in coins.

[19]  See Annex 6.3(b) to the Form CO.

[20]  Response to question 14.1 of the Questionnaires to customers in transport, in gaming and in retail kiosks.

[21]  Response to question 13.3 of the Questionnaire to customers in retail kiosks.

[22]  Response to question 18 of the Questionnaire to competitors in coins.

[23]  Responses to question 12 of the Questionnaire to competitors in coins.

[24]  Responses to question 11.1 of the Questionnaire to customers in vending.

[25]  Responses to question 11.1 of the Questionnaire to customers in vending.

[26]  Responses to question 4 of the Questionnaire to competitors in coins.

[27]  Responses to question 15 of the Questionnaire to customers in vending, gaming, retail SCO,  retail  kiosk  and  transport.  Many  of  those
customers who said that such a distinction does not exist also stated that they do not use coin recyclers at all (in particular in gaming).

[28]  Responses to question 15 of the Questionnaire to competitors in coins.

[29]  Response to question 15 of the Questionnaire to competitors in coins.

[30]  Response to question 16 of the Questionnaire to competitors in coins.

[31]  The Commission also notes that half of the respondents confirming such substitutability do not buy either of these coin recyclers.

[32]  Response to question 16.1 of the Questionnaire to customers in vending.

[33]  Response to question 16.1 of the Questionnaire to customers in vending.

[34]  Responses to question 16 of the Questionnaire to customers in vending.

[35]  This was confirmed by all of the customers in gaming, and in retail SCO, as well as the majority of  customers  in  retail  kiosks  and  in
transport. See responses to question 16 of the Questionnaire to customers in vending, gaming, retail self-checkout, retail kiosk and transport.

[36]  Annex 6.3(e)(ii) to the Form CO.

[37]  See Tables 68 and 75 in the Form CO, in which the Notifying Party admits that for the transport and retail kiosk segment  Crane  sells  the
same model of the coin recycler based on tubes as the one sold in vending.

[38]  Annex 6.3(e) (i) to the Form CO.

[39]  For instance the response of a competitor to question 18 of the Questionnaire to competitors in coins and the response  of  a  customer  to
question 2.4 of the Questionnaire to customers in vending.

[40]  Responses to questions 2.4 and 16 of the Questionnaire to customers in transport. Minutes of the conference call of 20  June  2013  with  a
customer in transport.

[41]  Responses to question 2.4 of the Questionnaire to customers in gaming.

[42]  Response to question 16 of the Questionnaire to customers in retail SCO, also similar responses to question  16  of  the  Questionnaire  to
customers in retail kiosks.

[43]  Form CO, paragraph 178.

[44]  Annex 7.3(b) to the Form CO.

[45]  Annex 5.5(a) to the Form CO, Document 964: "Crane Payment Solutions Strategic Plan 2001-2014", p. 125: Crane stated  with  regard  to  fare
collection: […] and also Annex 5.5(a) to the Form CO, Document 810 "Crane Payment Solutions Presentation", p. 42: […].

[46]  Responses to question 80 of the Questionnaire to competitors in bills.

[47]  Response to question 80 of the Questionnaire to competitors in bills.

[48]  Response to question 80 of the Questionnaire to competitors in bills.

[49]  Responses to question 67 of the Questionnaires to customers in vending, in gaming, in transport, in retail SCO and in retail kiosks.

[50]  Responses to question 17 of the Questionnaires to customers in vending, in gaming, in transport, in retail SCO and in retail kiosks.

[51]  Responses to question 17 of the Questionnaires to customers in retail kiosks and in transport.

[52]  Responses to questions 18 of the Questionnaires to customers in vending, in gaming, in transport, in retail SCO and in retail kiosks.

[53]  Responses to questions 19 of the Questionnaires to customers in vending, in gaming, in transport, in retail SCO and in retail kiosks.

[54]  Responses to question 12 of the Questionnaire to competitors in bills.

[55]  Response to question 12 of the Questionnaire to competitors in bills.

[56]  Response to question 12 of the Questionnaire to competitors in bills.

[57]  Responses to question 13 of the Questionnaire to competitors in bills.

[58]  Responses to question 13.1 of the Questionnaire to competitors in bills.

[59]  Form CO, paragraph 181ff.

[60]  Form CO, paragraphs 208 and 209.

[61]  Responses to question 24 of the Questionnaire to competitors in bills; Minutes of the conference call of 14 March 2013 with  a  competitor;
Minutes of the conference call of 21 March 2013 with a competitor. Competitors  explained  that  “[i]n  transport  market,  the  reliability  and
durability are by far the most important and not all companies are able to develop the products to the quality required in the market.”  Response
to question 19.1 of the Questionnaire to competitors in bills. “Bill handling products in [ticket vending machines] for mass transit have  to  be
very reliable and resistant, ‘heavy duty’, because they are often far from service centres, while the products for  gaming  are  located  indoors
and thus less resistant." Minutes of the conference call of 16 April 2013 with a competitor.

[62]  Response to question 20.1 of the Questionnaire to competitors in bills.

[63]  Response to question 20 of the Questionnaire to competitors in bills.

[64]  Response to question 21 of the Questionnaire to competitors in bills.

[65]  Responses to questions 19 and 20 of the Questionnaire to competitors in bills.

[66]  G&D has in the meantime contributed its activities in unattended payment systems into the company CI Tech,  a  joint  venture  with  Wincor
Nixdorf.

[67]  Annex 7.3(b) to the Form CO.

[68]  With regard this segment, the Notifying Party argues that there is a certain degree of adaptation of the unattended payment system to  meet
local demands. In particular, there are national rules on the volume of cash that can be gambled at AWP machines  (i.e.  regulations  on  maximum
stakes and prizes). This in turn influences the choice of payment system, particularly in bill handling products.

[69]  Annexes 7.3(a) and 7.3(b) to the Form CO.

[70]  Annexes 7.3(a) and 7.3(b) to the Form CO.

[71]  See MEI internal document "MEI Transport Channel Review", slides 42-44, Annex 5.5(b) to the Form CO.

[72]  Annex 5.5(a) to the Form CO, Document: CVS 6 CPS Global Vending – Final.

[73]  Annex 5.5(a) to the Form CO, Document 964: "Crane Payment Solutions Strategic Plan 2012 – 2015", August 2012, page 27.

[74]  Responses to question 23 of the Questionnaire to competitors in coins, to question 27 of the Questionnaire  to  competitors  in  bills,  to
question 32 of the Questionnaires to customers in  vending,  gaming,  retail  SCO,  retail  kiosk  and  transport  and  to  question  16  of  the
Questionnaire to customers in ticket vending.

[75]  Minutes of the conference call of 15 April 2013 with a customer in transport: "New competitor  should  have  maintenance  services  located
next to […]'s business". Minutes of the conference call of 18 June 2013 with  another  customer  in  transport:  "[…]  would  prefer  European  /
European focused suppliers because it is more practical to source products from its HQ in Austria. In  addition,  European  suppliers  care  more
than the American focused suppliers about solving problems or changes in the European market. Asian based companies are quite  slow  at  adapting
to changes in Europe and many Asian companies have not yet established a reputation synonymous with high quality".

[76]        Responses to question 26 of the Questionnaire to competitors in coins and to question 30  of  the  Questionnaire  to  competitors  in
bills.

[77]  Response to question 26 of the Questionnaire to competitors in coins and to question 30 of the Questionnaire to competitors in bills.

[78]  Responses to question 28 of the Questionnaires to customers in vending, gaming, retail SCO, retail kiosk and transport.

[79]  Responses to question 24 of the Questionnaire to competitors in coins and responses to question 28 of the Questionnaire to  competitors  in
bills: "[there are] many producers […] in the world, but in general the quality of Asian producers is  not  very  high,  except  Japan.  Japanese
producers offer in general high-quality bill payment systems to different industries, from low-cost amusement market to the high-end banking  and
transport markets. US and European producers normally offer high-quality products with some exceptions. Some American and European produces  have
excellent reputation of quality but a few have relatively poor reputation due to the high failure rate in the field." See also the  responses  to
question 26 of the Questionnaire to customers in vending and in gaming.

[80]  "Study of gambling services in the Internal Market of the European Union", prepared by the Swiss Institute of Comparative Law, of  14  June
2006.

[81]  Responses to question 1.1 of the Questionnaire to customers in gaming.

[82]  Responses to question 25 of the Questionnaire to customers in gaming.

[83]  Commission decision COMP/M.5338 of 31 October 2010 – Barclays / Investcorp / N & W Global Vending, paragraphs 10-12.

[84]  Commission decision COMP/M.5338 of 31 October 2010 – Barclays / Investcorp / N & W Global Vending, paragraph 12.

[85]  Responses to questions 8 and 9 of the Questionnaire to competitors in vending machines.

[86]  Commission decision COMP/M.5338 of 31 October 2010 – Barclays / Investcorp / N & W Global Vending, paragraph 22.

[87]  Responses to questions 11 and 16 of the Questionnaire to competitors in vending machines.

[88]  Responses to questions 11, 14 and 15 of the Questionnaire to competitors in vending machines.

[89]  General Packet Radio Service.

[90]  Subscriber Identity Module.

[91]  An alternative method is collecting the same data manually or using a hand-held device to read the data from the  vending  machine  when  a
representative of the vending operator visits the machine. This does not however, in contrast with telemetry, allow for  automatic  and  constant
updates to the VMS. As the Parties are not active in the production of hand-held devices, they are not discussed further in this decision.

[92]  While the presence of both telemetry and VMS may be limited in the EEA at present, the Notifying Party expects them becoming  more  popular
in the medium term. See Form CO, paragraphs 246 and 256.

[93]  Minutes of the conference call of 26 June 2013 with a competitor and of 26 June 2013 with a customer in vending.

[94]  Responses to question 69.2 of the Questionnaire to customers in vending.

[95]  Response to question 69.1 of the Questionnaire to customers in vending.

[96]  Minutes of the conference call of 3 July 2013 with a customer.

[97]  Response to question 69.2 of the Questionnaire to customers in retail kiosks.

[98]  Responses to question 41 of the Questionnaire to competitors in coins.

[99]  Responses to question 46 of the Questionnaire to customers in vending.

[100] Responses to question 43 of the Questionnaire to competitors in coins.

[101] Minutes of conference call of 3 July 2013 with a competitor.

[102] Minutes of conference call of 25 June 2013 with a competitor.

[103] Responses to question 51 of the Questionnaire to customers in vending.

[104]       Response to question 51 of the Questionnaire to customers in vending.

[105] Minutes of conference call of 21 June 2013 with a customer in vending.

[106] Minutes of the conference call of 3 July 2013 with a customer.

[107] Responses to question 43 of the Questionnaire to competitors in coins and to question 51 of the Questionnaire to customers in vending.

[108]       As noted above, due to the fact that more than [80-90]% of tube based coin recyclers are sold to the vending customers  the  analysis
of Parties internal documents concerning the vending vertical is particularly  informative  with  respect  to  the  market  for  tube-based  coin
recyclers.

[109]       Annex 5.5(a) to the Form CO, documents submitted by email of 5 April 2013, Document  280:  Crane  Payment  Solutions  2010  Operating
Plan, p. 37.

[110]       Annex 5.5(a) to the Form CO, documents submitted by email of 5 April 2013, Document 903:  Crane:  Payment  Solutions  Strategic  Plan
2012-2015, p. 11.

[111] Annex 5.5(a) to the Form CO, documents submitted by email of 5 April 2013, Document CVS 6: CPS Global Vending – Final, p. 18.

[112]       Annex 5.5(a) to the Form CO, Document 2162: Payment Solutions in a Global Vending Market, p. 6.

[113]       Annex 5.5(a) to the Form CO, Document 734: Crane Payment Solutions Company Strategic Plan 2010-2013, p. 40 and p. 6.

[114]       Annex 5.5(a) to the Form CO, Document 2162: Payment Solutions in a Global Vending Market, p. 6.

[115]       Annex 5.5(a) to the Form CO, Document: CVS 6 CPS Global Vending – Final, p. 20.

[116]       Annex 5.5(a) to the Form CO, Document: CVS 6 CPS Global Vending – Final, p. 18.

[117]       Annex 5.5(a) to the Form CO, Document 903: Crane: Payment Solutions Strategic Plan 2012-2015, p. 26.

[118]       Annex 5.5(a) to the Form CO, Document 1221: Payment Solutions: 2011 Operating Plan, p. 44.

[119]       Annex 5.5(a) to the Form CO, Document 810: Payment Solutions Presentation, p. 16.

[120]       Crane internal document: Strategic Issue Development Form Vending Europe 1 (4 May 2011), Crane_FTC--2_0009837, p. 1.

[121]       Crane internal document: Strategic Issue Development Form Vending Europe 1 (4 May 2011), Crane_FTC--2_0009837, p. 1.

[122]       Annex 5.5(a) to the Form CO, Document CVS 6: CPS Global Vending – Final, p. 18-19.

[123] Minutes of a conference call of 3 July 2013 with a customer.

[124]       The analysis was performed separately for Crane and MEI, respectively as it was not  possible  for  the  Parties  to  identify  which
contracts in each dataset were overlap contracts and which contracts were not.

[125]       A "win event" is defined as a contract or part of a contract that is allocated to a supplier. If the customer  single  sources  on  a
given contract than the win event would be equal to an entire contract won (this is labelled as "sole win"). In case customer multi-sources  each
supplier would be serving a share of the contract volume and the win event would be the share of the contract won (this  is  labelled  as  "joint
win").

[126]       This takes all contracts into account in which only MEI and Crane were suppliers. If one takes contracts into  account  where  Crane,
MEI as well as additional suppliers won the contract, Crane has about […] of joint wins with MEI.

[127]       This takes all contracts into account in which only MEI and Crane were suppliers. If one takes contracts into  account  where  Crane,
MEI as well as additional suppliers won the contract, MEI has about […] of joint wins with Crane.

[128]       This conclusion is further supported if one also considers Crane's performance with customers for  which  there  is  information  for
each year of three-year period contained in the data, and whose purchasing choices can therefore be tracked during  the  period.  Bidding  events
for these customers cover roughly half the sample in the Crane's dataset.  Crane has been growing strongly  within  this  customer  group,  going
from […] joint wins ([…] of wins worth […] USD) and […] sole wins in 2010, to […] sole wins ([…] of all tenders)  and  […]  joint  wins  ([…]  of
wins) in 2012, with revenues of […] USD. The analogous assessment for MEI in the same time period shows that MEIs sole wins declines from […]  in
2010 ([…] of all tenders) to […] ([…] of all tenders) in 2012 and that the joint wins declines  as  well  from  […]  in  2010  to  […]  in  2012.
Moreover, some customers previously exclusively sourcing from MEI switched to dual-source from both MEI and Crane in 2012. This  constitutes  […]
contracts worth about […] USD. In summary, this information confirms that Crane made significant inroads into the  market  during  the  2010-2012
period, and that this was largely at the expense of MEI. […] had a negative or flat performance for the same customers over the same period.  The
number of sole wins declines from […] ([…] of all tenders) in 2010 to […] ([…] of all tenders) in 2012 and the picture looks  similar  for  joint
wins which declines from […] to […] between 2010 and 2012.

[129] Form CO, paragraph 467.

[130] Form CO, paragraph 470.

[131] Responses to question 60 of the Questionnaire to customers in vending.

[132] Responses to question 61 of the Questionnaire to customers in vending.

[133] Minutes of the conference call of 3 July 2013 with a competitor.

[134] Minutes of the conference call of 25 June 2013 with a competitor.

[135] Minutes of the conference call of 21 June 2013 with a customer in vending.

[136] Minutes of the conference call of 3 July 2013 with a customer.

[137] Minutes of the conference call of 25 June 2013 with a competitor.

[138] Minutes of the conference call of 25 June 2013 with a competitor in vending.

[139] Minutes of conference call of 26 June 2013 with a competitor.

[140] Annex 5.5(a) to the Form CO, Document CVS 6: CPS Global Vending – Final, p. 18.

[141]       Annex 5.5(a) to the Form CO, Document 903: Crane: Payment Solutions Strategic Plan 2012-2015, p. 11.

[142]       Annex 5.5(a) to the Form CO, Document CVS 6: CPS Global Vending – Final, p. 19.

[143] Responses to question 33 of the Questionnaire to customers in vending.

[144] Responses to question 32 of the Questionnaire to competitors in coins.

[145] Responses to questions 63, 67 of the Questionnaire to competitors in coins.

[146] Response to question 63 of the Questionnaire to competitors in coins.

[147] Responses to questions 65, 69 of the Questionnaire to competitors in coins.

[148] Minutes of the conference call of 25 June 2013 with a competitor.

[149] Response to question 70 of the Questionnaire to competitors in coins.

[150] Minutes of the conference call of 26 June 2013 with a competitor.

[151] Minutes of the conference call of 26 June 2013 with a competitor.

[152]       Annex 5.5(a) to the Form CO, Document 903: Crane: Payment Solution Strategic Plan 2012-2015, p. 27.

[153]       Annex 5.5(a) to the Form CO, Document 280: Crane: Payment Solution 2010 Operating Plan, p. 37.

[154]       Annex 5.5(a) to the Form CO, Document CVS 6: CPS Global Vending – Final, p. 26.

[155]       Annex 5.5(a) to the Form CO, Document CVS 6: CPS Global Vending – Final, p. 23.

[156]       Annex 5.5(a) to the Form CO, Document 903: Crane: Payment Solution Strategic Plan 2012-2015, p. 9.

[157] Responses to question 43 of the Questionnaire to competitors in coins and to question 51 of the Questionnaire to customers in vending.

[158] Response to question 31 of the Questionnaire to competitors in coins.

[159] Minutes of the conference call of 25 June 2013 with a competitor; Minutes of the conference call of 25 June 2013 with a competitor.

[160] Minutes of conference call of 25 June 2013 with a competitor. Minutes of conference call of 3 July 2013 with a customer.

[161]       Annex 5.5(a) to the Form CO, Document CVS 6: CPS Global Vending – Final, p. 26., similar also Annex 5.5(a) to the Form  CO,  Document
734: Crane Payment Solutions Company Strategic Plan 2010-2013, p.20, which shows that one of Crane's high level priorities is to […].

[162] Responses to question 33 of the Questionnaire to customers in vending.

[163] Minutes of the conference call of 3 July 2013 with a competitor.

[164] Minutes of the conference call of 25 June 2013 with a competitor. Minutes of the conference call of 26 June 2013 with a competitor.

[165] Minutes of the conference call of 3 July 2013 with a customer.

[166] Responses to question 40 of the Questionnaire to competitors in coins.

[167] Horizontal Merger Guidelines, paragraph 67.

[168] Minutes of the conference call of 21 June 2013 with a customer in vending.

[169] Form CO, paragraph 65.

[170] Response to question 11 of the Questionnaire to customers in vending and to question  21  of  the  Questionnaire  to  customers  in  retail
kiosks.

[171] Response to question 33 of the Questionnaire to customers in retail kiosks; Minutes of the conference call of 20 June 2013 with a  customer
in retail.

[172] Responses to question 3.5 of the Questionnaire to customers in vending and to question 52.1 of the Questionnaire  to  customers  in  retail
SCO.

[173] Response to question 31 of the Questionnaire to competitors in coin.

[174] Responses to question 53 of the Questionnaire to customers in vending, to question 53 of the Questionnaire to customers in  gaming  and  to
question 53 of the Questionnaire to customers in retail kiosks.

[175] Response to question 53 of the Questionnaire to customers in transport.

[176] Response to question 30 of the Questionnaire to customers in gaming and to question 69.1 of the Questionnaire to customers in transport.

[177] Minutes of the conference call of 18 June 2013 with a competitor.

[178] Response to question 2.4 of the Questionnaire to customers in vending.

[179] Response to question 77 of the Questionnaire to competitors in coins.

[180] Response to question 67 of the Questionnaire to customers in transport.

[181] Response to question 79.1 of the Questionnaire to competitors in coins.

[182] Minutes of the conference call of 16 April 2013 with a competitor: "[Apart from the EUR,] TNSi  also  has  Zloty  (PZL)  and  Danish  Crown
(DKK) solutions, as this was specifically asked by a German toll customer for the border payment. […] In Europe, TNSi focuses on  the  Euro.  […]
[I]nitially TNSi had only a Deutschmark (DEM) solution developed for DB. With the introduction of the Euro TNSi expanded to the Eurozone."

[183]       Minutes of the conference call of 18 June 2013 with a customer in transport: "Finding an  alternative  supplier  for  bill  recyclers
would be difficult for […]. Neither JCM nor Azkoyen are experienced in high-end bill recycling."

[184]       Response to question 69 of the Questionnaire to transport customers.

[185]       Minutes of the conference call of 15 March 2013 with a customer in transport.

[186]       Response to question 82 of the Questionnaire to competitors in bills.

[187]       Minutes of the conference call of 15 April 2013 with a customer in transport: "There is a big price  competition  between  Crane  and
MEI currently." Minutes of the conference call of 11 April 2013 with a customer in transport: "After the merger of  Crane  and  MEI,  the  market
will lose competition between the two main suppliers. […] will lose opportunities to bargain for lower prices."

[188]       Response to question 68 of the Questionnaire to transport customers.

[189]       Minutes of the conference call of 15 April 2013 with a customer in transport: "The competition will not be as tough as now  and  this
might have an effect on prices."

[190]       Response to question 68 of the Questionnaire to transport customers: "[w]e expect: [m]uch  higher  prices;  smaller  availability  of
products; no competition, therefore no more need of future developments (much slower technological innovation"; Minutes of  the  conference  call
of 15 March 2013 with a customer in transport: "The parties were both always present in [our] tenders and were actively  competing  against  each
other to make the best offer in terms of price, new features and quality, approach to the customer.  The  Parties  were  a  constraint  for  each
other. With the disappearance of this competition [we are] afraid that the offers made by the newly created entity will  be  less  attractive  in
terms of price and innovation."

[191]       Minutes of the conference call of 15 March 2013 with a customer in transport: "The parties have very similar bill  dispensers  (sic!)
and bill recyclers of the conference call of 16 April 2013 with a customer in transport: "Crane  and  MEI  products  are  seen  as  very  similar
products. The same tests are performed on these two brands and prices are similar."

[192]       Responses to questions 47 and 51 of the Questionnaire to customers in transport and to questions 44 and 46 of  the  Questionnaire  to
competitors in bills; Minutes of the conference call of 15 March 2013 with a customer in transport: "the parties were mainly  active  in  similar
sectors with similar products".

[193]       See paragraph 172 and footnote 198.

[194]       Internal document "MEI management presentation", September 2012, page 106, submitted as part of Annex 5.4 to the Form CO.

[195]       The Commission had access to very few tenders in bill recycling in  the  transport  segment  to  perform  a  bidding  analysis.  This
information was provided by the Parties and the information was collected according to  their  best  estimates.  As  such,  the  conclusions  the
Commission can draw from this data are necessarily incomplete. Subject to these limitations, the bidding data  appears  to  support  the  finding
that there are […] players in the bill recycler segment in mass transit that win contracts: […].

[196]       Form CO, Paragraph 730(d).

[197]       Minutes of the conference call of 16 April 2013 with a competitor.

[198]       "[…] Presentation entitled: "Crane Payment Solutions Strategic Plan 2011-2014" of August 2011, Annex 5.5(a) to the Form CO.

[199]       Crane internal document: " Payment Solutions Strategic Plan 2012-2015" of August 2012, Annex 5.5(a) to the Form CO.

[200]       Page 42 of the MEI presentation entitled "Transport Channel Review" of May 2012, Annex  to  the  draft  Form  CO  on  5  April  2013,
MEI0003604.

[201]       Minutes of the conference call of 15 March 2013 with a transport customer.

[202]       Minutes of the conference call of 15 April 2013 with a transport customer.

[203]       Horizontal Merger Guidelines, paragraph 71.

[204]       Minutes of the conference call of 20 June 2013 with a customer in transport: "It would take a new supplier five years to be  able  to
develop and produce payments systems comparable in quality and functionality to those of Crane and MEI."; Minutes of the conference  call  of  18
June 2013 with a customer in transport: "Entering from another segment and achieving the same quality/reliability  in  the  market  as  Crane/MEI
would take at least ten years."

[205]       Response to question 55 of the Questionnaire to competitors in bills.

[206]       Responses to question 25 of the Questionnaire to competitors in bills.

[207]       Response to question 25 of the Questionnaire to competitors in bills.

[208]       Minutes of the conference call of 18 June 2013 call with a transport customer.

[209] Horizontal Merger Guidelines, Paragraph 71.

[210]       Minutes of the conference call of 18 March 2013 call with a competitor in bills.

[211]       Minutes of the conference call of 18 June 2013 with a customer in  transport:  "[…]  had  a  long  adaption  period  in  changing  to
Cashcode's bill recycler, a supplier of a brand new product at that time. While integration into the machine was completed within  one  year,  it
took four years in total for various field, handling and optimization issues to be ironed out. […] In this way, […] would not be eager  to  start
a relationship with a brand new supplier entering from the Asian market."; Minutes of the conference call of 19 June  2013  with  a  customer  in
transport: "Integration costs are high both if you are the first customer adopting a product just introduced to  the  market  or  if  you  are  a
customer adopting the product later on. However, the first adopting customer of a newly introduced product bears higher integration costs due  to
higher costs with respect to maintenance and warranty. When being the first adopter of a new payment product  in  mass  transit,  it  could  mean
higher costs for us in terms of: (i) Functionality and software integration, in case the product has not yet  all  functionalities  required  for
mass transit (ii) On field efforts during project start up, as it has not been installed  before  in  mass  transit.  It  may  include  technical
support, firmware versions update, testing, etc. (iii) Maintenance and warranty. Although the warranty must be served  by  the  manufacturer,  it
always requires some efforts from our side, considering that the contractual relationship with customer  is  managed  by  us.  Apart  from  that,
generally new products have a higher volume of incidences in the first project."

[212]       Response to question 55 of the Questionnaire to competitors in bills.

[213]       Minutes of the conference call of 20 June 2013 with a customer in transport.

[214]       Slide 4 of Crane’s presentation, received from the FTC by email of 30 April 2013, Crane_FTC--2_0098453.

[215]       Minutes of the conference call of 15 March 2013 with a customer in transport: "JCM also tried to develop a  bill  handling  solution,
but also failed to provide a bill recycler with comparable features and quality."

[216]       Minutes of the conference call of 21 June 2013 with a  competitor:  "Glory  has  very  high  quality  products  suitable  for  retail
applications but not for other applications" Minutes of the conference call of 20 June 2013 with a  customer:"[We  Use]  Glory/Talaris’  products
for banking applications but has never seen a suitable Glory product for transport applications."

[217]       Minutes of the conference call of 16 April 2013 with a competitor: "Fujitsu and Talaris are operating on a different market."

[218]       Horizontal Merger Guidelines, paragraph 67.

[219]       G&D's bill acceptor (offered through its JV CI-Tech) is an old product, considered to be too expensive, and  it  is  running  out  of
market.

[220]       Minutes of the conference call of 18 June 2013 with a customer in transport.

[221]       Minutes of the conference call of 19 June 2013 with a customer in transport: "the Crane B2B is a bill recycler. However,  it  can  be
used also as a bill acceptor with escrow and no recycling capabilities, but with the possibility of installing the recycling modules  later.  […]
[in mass transit] […] has never seen any other real alternative for bill acceptors. […] does not see any likely entrants in  bill  acceptors  for
transport customers but for possibly Japanese companies."

[222]       Response to question 68 of the Questionnaire to customers in transport.

[223]       Minutes of the conference call of 20 June 2013 with a customer in transport.

[224]       Responses to questions 47 and 51 of the Questionnaire to customers in transport and to questions 44 and 46 of  the  Questionnaire  to
competitors in bills.

[225]       Minutes of the conferences call of 13 March, 19 June and 20 June 2013 with two customers.

[226]       See only Annex 5.5(b) to the Form CO, Document MEI0002372 of November 2010, page 6.

[227]       Annex 5.5(b) to the Form CO, Document MEI0002013 of July 2012, page 9.

[228]       Toshiba acquired the SCO business from IBM in 2012.

[229]       Minutes of the conference call of 19 June 2013 with a customer.

[230]       Responses to question 52 of the Questionnaire to customers in retail kiosks.

[231]       Responses to question 35 of the Questionnaire to customers in retail kiosks.

[232] Form CO, paragraphs 884–885.

[233] Form CO, paragraphs 895–898 and 913–914.

[234] Response to question 81 of the Questionnaire to competitors in bill.

[235] Responses to question 42 of the Questionnaire to customers in gaming.

[236] Response to question 36 of the Questionnaire to competitors in bills.

[237] Response to question 48 of the Questionnaire to competitors in bill.

[238] Response to question 77 of the Questionnaire for competitors in bill.

[239] Minutes of the conference call of 15 March 2013 with a competitor; Minutes of the conference call of 20 June 2013 with a competitor.

[240] Minutes of the conference call of 1 February 2013 with a customer.

[241] Responses to question 30 of the Questionnaire to customers in gaming.

[242] Responses to question 69.5 of the Questionnaire to customers in gaming.

[243] Responses to question 69.5 of the Questionnaire to customers in gaming.

[244]       Form CO, paragraphs 199–200 and 233.

[245]       Form CO, paragraph 233.

[246]       Responses to question 53 of the Questionnaire to customers in vending.

[247]       Responses to question 42 to the Questionnaire to customers in vending.

[248]       Responses to question 69.5 to the Questionnaire to customers in vending, and to question 83.2 to the Questionnaire to competitors  in
bills.

[249]       Guidelines on the assessment of non-horizontal mergers under  the  Council  Regulation  on  the  control  of  concentrations  between
undertakings. OJ C 265/6, 18.10.2008, paragraphs 18 and 29ff.

[250]       Guidelines on the assessment of non-horizontal mergers under  the  Council  Regulation  on  the  control  of  concentrations  between
undertakings. OJ C 265/6, 18.10.2008, paragraphs 18 and 93ff.

[251]       Of the Parties, only Crane is active in the downstream market of vending machines.

[252]       Responses to question 78 of the Questionnaire to competitors in coins and to question 25  of  the  Questionnaire  to  competitors  in
vending machines.

[253]       The Commission considers that the relevant geographic market for vending machines is likely to be EEA wide. See above paragraph 100.

[254]       Responses to questions 76 and 78–79 of the Questionnaire to competitors in bills and to questions 71 and 73–74 of  the  Questionnaire
to competitors in coins.

[255]       Responses to question 77 of the Questionnaire to competitors in bills and to question 72  of  the  Questionnaire  to  competitors  in
coins.

[256]       Responses to question 66 of the Questionnaires to customers in retail kiosks, in retail SCO, in transport, in vending and in gaming.

[257]       Responses to question 64 of the Questionnaires to customers in retail kiosks, in retail SCO, in transport, in vending and in gaming.

[258]       Responses to question 66 in the Questionnaires to customers.

[259]       Responses to question 78 of the Questionnaire to competitors in coins and to question 25  of  the  Questionnaire  to  competitors  in
vending machines.

[260] Responses to question 20 of the Questionnaire Currenza Divestiture to competitors.

[261]       B2B 100, 100XE, 200, 200G, 200XE, 300 and 300XE. The Bill Recycler Product Line also includes the MFL bill acceptor.

[262]       I.e. a collection of new and used banknotes for each relevant currency.