Decision Nº M/04/034 from Competition and Consumer Protection Commission, 2004-06-28

• Jurisdiction: Ireland
• Court: Competition and Consumer Protection Commission (Ireland)
• Parties: NOVA EuroConex,EuroConex Technologies
• Date: 28 June 2004
• Status: Preliminary investigation (Phase 1)
• Decision Date: 28 June 2004
• Decision Number: M/04/034

Determination of the Competition Authority

Determination No. M/04/034 of the Competition Authority, dated

28 June 2004, under Section 21 of the Competition Act, 2002

Notification No. M/04/034 - the proposed acquisition by NOVA

EuroConex Holdings B.V. of Bank of Ireland’s shareholding in

EuroConex Technologies Limited

Introduction

1. On 28 May 2004 the Competition Authority, in accordance with

Section 18(1) of the Competition Act, 2002 (“the Act”) was notified,

on a mandatory basis, of a proposal whereby NOVA EuroConex

Holdings B.V. (“NEH”), a wholly-owned subsidiary of U.S. Bancorp,

(“USB”) would purchase the 50% shareholding held by Bank of Ireland

(“BOI”) in EuroConex Technologies Limited (“EuroConex”) - “the

proposed acquisition”.

2. EuroConex is a joint venture, owned by USB (through NEH) and BOI in

equal shares. Under the proposed acquisition, USB will gain sole

ownership and control of EuroConex.

The Parties

3. USB, the acquirer, is based in the United States and is one of the

largest companies operating in the North American financial services

industry. USB’s global turnover in 2003 was €11.9 billion. Apart from

its 50% share in EuroConex, USB does not make any sales on the

island of Ireland.

4. EuroConex, the target, was established as a joint venture between

NOVA Corporation and BOI in June 2000. In July 2001 USB acquired

NOVA Corporation, and thereby acquired a 50% shareholding in

EuroConex. EuroConex is a card payment processor. It offers a range

of (credit and debit) card payment services to retailers, financial

institutions, payment processors and businesses, in Ireland and

continental Europe. Those services include support solutions for

integrated “point-of-sale” systems, currency conversion services, and

solutions for secure Internet purchases. Its turnover in 2003 was

€[CONFIDENTIAL], of which approximately [CONFIDENTIAL]% was

achieved in the State. A subsidiary company, Flexicom, develops and

supplies electronic payment processing software for retailers.

Credit Card Payment Processing

5. When a credit card holder makes a purchase, the merchant submits

the transaction details to a card payment processor, such as

EuroConex, whose function is to identify the bank that issued the

credit card (the “issuing bank”). Next the “acquiring bank”, licensed

1