Diebold and Wincor face an in-depth merger investigation by the CMA unless the companies offer undertakings to address competition concerns.
Diebold, Incorporated (Diebold) and Wincor Nixdorf AG (Wincor) both supply ATMs (cashpoints) to banks and independent ATM deployers. The parties also provide related software and maintenance services.
In its initial investigation, the Competition and Markets Authority (CMA) has found that both parties compete closely in the supply of customer-operated ATMs in the UK. The CMA has also said that at present there is only one other credible competitor supplying such ATMs in the UK (NCR), and there is limited prospect of other companies entering the UK market in the near future.
The CMA has therefore found that the merger could lead to a substantial lessening of competition (SLC) in the supply of customer-operated ATMs in the UK.
The transaction has been cleared by competition authorities in a number of other countries. However, the CMA considered the impact of the merger in the UK and notes that the competitive situation in the UK could differ from other countries, for example in relation to the number of providers and the barriers facing other companies trying to enter the market.
Diebold has until 26 August 2016 to offer proposals to resolve the competition concerns identified by the CMA. If Diebold does not offer such undertakings, or if the CMA is unable to accept undertakings offered, the merger will be referred for an in-depth phase 2 investigation.
Sheldon Mills, Senior Director, Mergers and the decision maker in this case, said:
This merger would reduce the number of credible competitors in the market from 3 to 2. Based on our initial investigation, this reduction in the number of credible bidders for the supply of ATMs could significantly reduce customers’ ability to obtain competitive bids.
These concerns warrant an in-depth investigation which we will start shortly - unless the companies can offer undertakings to address these concerns.
Information relating to this investigation can be found on the case page.
Notes for editors
The CMA is the UK’s primary competition and consumer authority. It is an independent non-ministerial government department with responsibility for carrying out investigations into mergers, markets and the regulated industries and enforcing competition and consumer law.
Under the Enterprise Act 2002 (the Act) the CMA has a duty to make a merger reference, resulting in an in-depth phase 2 merger investigation, if the CMA believes that it is or may be the case that a ‘relevant merger situation’ has been created, or arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation; and that the creation of that situation has resulted, or may be expected to result, in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.
Under the Act a ‘relevant merger situation’ is created if two or more enterprises have ceased to be distinct enterprises; and the value of the turnover in the United Kingdom of the enterprise being taken over exceeds £70 million (‘the turnover test’) or as a result of the transaction, in relation to the supply of goods or services of any description, a 25% share of supply in the UK (or a substantial part of the UK) is created or enhanced (‘the share of supply test’).
The CMA considers that it is under a duty to make a phase 2 merger reference in this case under the Act. However, the duty to refer is not exercised while the CMA is considering whether to accept undertakings in lieu of a reference. Diebold/Wincor has until 26 August to offer an undertaking to the CMA that might be accepted by the CMA. If no undertaking is offered or accepted, then the CMA will by 5 September refer the merger for a phase 2 merger investigation.
All the CMA’s functions in phase 2 merger investigations are performed by inquiry groups chosen from the CMA’s panel members. The appointed inquiry group are the decision makers on merger investigations.
The CMA’s panel members come from a variety of backgrounds, including economics, law, accountancy and/or business; the membership of an inquiry group usually reflects a mix of expertise and experience (including industry experience).
The text of this decision will be placed on the case page as soon as is reasonably practicable.
Enquiries should be directed to Neil Kernohan (firstname.lastname@example.org, 020 3738 6170).