Proposed amalgamation of BPAY, eftpos and NPPA Undertaking

The ACCC accepted a court enforceable undertaking (the Undertaking) from Australian Payments Plus Ltd (AP+) pursuant to s 87B of the Competition and Consumer Act 2010 (Cth) in connection with AP+’s proposed acquisition of shares in BPAY Group Holding Pty Ltd (BPAY HoldCo), eftpos Payments Australia Limited (eftpos) and New Payments Platform Australia Limited (NPPA) (the Proposed Amalgamation). On 9 September 2021, the ACCC granted authorisation to the Proposed Amalgamation. The application for merger authorisation was made by Industry Committee (an unincorporated association administered by Industry Administration Pty Ltd) on behalf of its members who are shareholders and/or members of BPAY HoldCo, eftpos and NPPA.

Taking into account the Undertaking, the ACCC is satisfied that the Proposed Amalgamation is unlikely to result in a substantial lessening of competition in relation to the routing of debit card payments.

Details regarding the competition issues and public benefits are in the background section of the Undertaking and the ACCC’s authorisation determination (available on the Merger Authorisation Public Register).

The objective of the Undertaking is to address the ACCC’s competition concerns, and was necessary in order for the ACCC to be satisfied that the Proposed Amalgamation would not have the effect or likely effect of substantially lessening competition.

The Undertaking aims to achieve this objective by placing obligations on AP+ to:

1. procure that eftpos will do all things in its control to make available and promote least cost routing; 

2. procure that eftpos will maintain eftpos’ card-based issuing and acquiring infrastructure, payments scheme and the supply of card-based issuing and acceptance services to customers and end users; 

3. procure that the OpCos (meaning any of BPAY HoldCo, eftpos and NPPA, as the case may be) will develop and make available the Prescribed Services, and any relevant APIs; 

4. procure that the OpCos will maintain and continue to administer their respective Mandate Frameworks;  

5. procure that the OpCos agree an industry wide standard supporting Pay with a QR Code in coordination with Australian Payments Network Limited; 

6. procure that the OpCos explore the feasibility of developing certain services, and make them available if it is feasible to develop them; 

7. appoint one out of the 4 independent directors to its board who has substantial small business experience; and 

8. provide for the effective oversight of AP+’s compliance with this Undertaking. 

The ACCC considers that the Undertaking will work alongside the role of the RBA to maintain eftpos’ competitive position in the routing of debit card payments and ensure LCR continues to be available and promoted by eftpos for a period of 4 years, ameliorating the risk of a substantial lessening of competition. 

Variation

On 21 February 2022, the ACCC consented to a variation to the Undertaking (the Variation). The purpose of the Variation is to update the AP+ contact details, include a definition for Approved Terms of Appointment and insert the ACCC’s standard Interpretation provisions at clause 15.