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
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.
Published 26 October 2006