OFT closed case: Anticipated acquisition by RD Card Ltd of Retail Decisions plc.
Affected market: Fuel cards, pre-paid card operation, and fraud prevention and payment processing
The OFT’s decision on reference under section 33(1) given on 27 October 2006. Full text of decision published 1 November 2006.
RD Card Ltd (RD Card) is a limited liability company incorporated in England and Wales. It is a wholly owned subsidiary of Palamon European Equity II, LP and Palamon European Equity II ‘BOA’, LP which together invests throughout Europe in service-oriented businesses.
Retail Decisions plc (Retail Decisions) is a public company incorporated in England and Wales. Retail Decisions’ operations include issuing fuel cards; pre-paid card operation; and fraud prevention and payment processing. Retail Decisions’ UK turnover in 2005 was £148.9 million.
RD Card is proposing to acquire the entire issued and to be issued share capital of Retail Decisions by way of scheme of arrangement under section 425 of the Companies Act 1985. The parties notified the transaction to the OFT by merger notice on 6 October 2006. The OFT’s statutory deadline is 3 November 2006.
As a result of this transaction RD Card and Retail Decisions will cease to be distinct. The UK turnover of Retail Decisions exceeds £70 million, so the turnover test in section 23(1)(b) of the Enterprise Act 2002 (the Act) is satisfied. The OFT therefore believes that it is or may be the case that arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation.
There is no overlap between the parties’ activities. They are therefore not competitors nor in a position to exert competitive influence on one another. The merger does not give rise to any vertical issues and none of the third parties contacted raised any competition concerns.
Consequently, the OFT does not believe that it is or may be the case that the merger may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom.
This merger will therefore not be referred to the Competition Commission under section 33(1) of the Act.