Brussels, 19 July 2013
Mergers: Commission approves acquisition of MEI by Crane, subject to conditions
The European Commission has cleared under the EU Merger Regulation the proposed acquisition of MEI Group by Crane Co., both of the United States. MEI and Crane both manufacture various unattended payment systems. The clearance is conditional upon the divestment of a range of products and related assets in Canada and Germany. The Commission's preliminary investigation showed that the proposed transaction, as originally notified, would have raised competition concerns for certain types of unattended payment systems in the European Economic Area (EEA). The commitments submitted by Crane address these concerns.
The Commission found that the proposed transaction, as initially notified, would have given the merged entity very high market shares in the EEA without sufficient constraint from competitors for the following types of unattended payment systems: coin changers, used predominantly in vending machines, as well as banknote recyclers and acceptors for transport applications, for instance ticket vending machines in public transport and pay-on-foot terminals in parking lots. The remaining competitors would have had market shares far below the combined market share of the parties.
In order to address the Commission's competition concerns, Crane offered to divest several products and related technologies:
Crane also committed not to close its proposed acquisition of MEI before concluding a binding agreement for the sale of the divestment businesses to a suitable purchaser approved by the Commission. The Commission's investigation showed that the divested businesses would be viable and that the commitments would resolve all identified concerns.
In view of the remedies proposed, the Commission concluded that the transaction, as modified, would not significantly reduce competition in all or part of the EEA. This decision is conditional upon full compliance with the commitments.
In the other markets, where the parties' activities overlap, the merged entity's market share would remain relatively limited and it would continue to face a number of credible competitors.
The transaction was notified to the Commission on 31 May 2013.
Companies and products
Crane is a diversified manufacturer of highly-engineered industrial products and is headquartered in the US. Crane is active, among others, in unattended payment systems and in a related market for vending machines.
MEI is headquartered in the US and is active, among others, in unattended payment systems.
Unattended payment systems enable transactions around the clock (24/7) by handling coin, banknote or cashless payments via machines where generally no attendant is present. Examples of machines containing unattended payment systems include vending machines for drinks or snacks, self-checkout machines in supermarkets, gaming or slot machines, public transport ticket vending machines.
Merger control rules and procedures
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).