The ACCC has released a statement of preliminary views regarding Armaguard and Prosegur's application to the ACCC for merger authorisation.
Armaguard and Prosegur are the two largest suppliers of cash-in-transit services in Australia and the only suppliers with significant national networks. Cash-in-transit services include cash transport, management and processing services and are predominantly provided to banks and retailers.
Armaguard and Prosegur have sought ACCC authorisation for the merger of their cash-in-transit, ATM device monitoring and maintenance and ATM businesses in Australia.
The parties submitted to the ACCC that high fixed costs for providing cash-in-transit services and declining cash use mean that neither is able to operate a financially viable business providing cash-related services and that without the merger one of them is very likely to cease supplying cash-in-transit services.
"We have set out our preliminary views about key issues with regard to the merger authorisation application from Armaguard and Prosegur. We are seeking stakeholders' views on the merger's potential effects on competition and potential public benefits and detriments," ACCC Commissioner Liza Carver said.
"Some stakeholders have expressed concerns that given the lack of viable alternatives to Armaguard and Prosegur, the merger will reduce competition and lead to increased prices and reduced service levels."
"While the ACCC considers there is a clear reduction in competition if Armaguard and Prosegur merge, the critical question is whether a reduction in competition would also soon occur without the transaction," Ms Carver said.
The ACCC is also carefully considering the implications of the decline in cash use on Armaguard and Prosegur's cash-in-transit businesses and their argument that ongoing competition between them is not sustainable.
The Reserve Bank of Australia has noted that the decline in the volume of banknotes is placing significant financial pressure on industry participants.
"Despite cash use decreasing since COVID-19, cash remains an important payment method for some members of the community, including older Australians, vulnerable Australians and Australians living in regional and remote areas," Ms Carver said.
"We are interested in stakeholders' views on how the proposed merger potential will affect these communities."
"The ACCC can only grant authorisation if it is satisfied in all circumstances that there is either not a likely substantial lessening of competition, or that there is likely to be public benefits that outweigh any public detriments," Ms Carver said.
The ACCC's final decision on whether to grant authorisation to Armaguard and Prosegur will likely be announced in late March, 2023.
Submissions are due on 20 January 2023. Further details, including how to make a submission, are available at Linfox Armaguard Pty Ltd and Prosegur Australia Holding Pty Ltd proposed merger.
Note
As the merger authorisation guidelines explain, there is a 90-day period for the ACCC to consider merger authorisation applications. That 90-day period can be extended if the applicant provides written agreement to the ACCC.
The guidelines foreshadow the circumstances where an extension is more likely to be requested by the ACCC, including where the issues are complex and require extensive engagement with the applicant or third parties, or the ACCC needs to obtain or review extensive material.
In this case, Armaguard and Prosegur have agreed to an extension, meaning the ACCC now has until 31 March 2023 to make its decision.
More information on the merger authorisation process, including the applicable legal test can be found at Merger authorisation guidelines.
Background
On 27 September 2022, Armaguard and Prosegur lodged an application for merger authorisation to combine their cash distribution and management, ATM device monitoring and maintenance and ATM businesses in Australia.
Broadly, the arrangement involves the formation of a merged entity with Armaguard owning 65 per cent and Prosegur owning 35 per cent. The ownership stakes in Armaguard's existing technical services business, which provides ATM and related hardware, maintenance, monitoring, software and other cash and/or payment related services will be different, with Armaguard owning 85 per cent and Prosegur 15 per cent. Merger authorisation from the ACCC is a condition of the merger agreement.
In response to the application, the ACCC has sought the views of a range of interested parties, including providers of cash distribution and management, device monitoring and maintenance and ATM services, customers, and relevant regulatory and industry bodies.
The ACCC has received around 30 public submissions from interested parties and conducted additional market inquiries. All submissions are available on the merger authorisations register, except information subject to a claim of confidentiality.
