The ACCC has granted authorisation to the proposed merger of Linfox Armaguard Pty Ltd (Armaguard) and Prosegur Australia Holdings Limited and has accepted a court-enforceable undertaking, which is a condition of the authorisation.
Armaguard and Prosegur are the two largest providers of cash-in-transit services in Australia and both provide cash transport, management and processing services, which are predominantly provided to banks, retailers and independent ATM operators.
Under the Competition and Consumer Act, merger authorisation may be granted if the ACCC is satisfied that the merger is not likely to substantially lessen competition, or where the merger would or is likely to result in public benefits that would outweigh the public detriments likely to result from the merger.
“After conducting an extensive review of the transaction, we were not satisfied that the proposed merger would not substantially lessen competition. However, we are satisfied that, provided the parties comply with the undertaking, the proposed merger is likely to result in a public benefit that would outweigh the likely public detriment,” ACCC Commissioner Liza Carver said.
The ACCC’s review found that the cash-in-transit industry is in structural decline due to the decreasing use of cash as a payment method across the Australian economy. However, despite this decline, cash continues to be crucial to some parts of the economy.
“We accepted that, without the proposed merger, it was highly probable either Armaguard or Prosegur would withdraw from the declining cash-in-transit market in the near future and this exit could occur very quickly,” Ms Carver said.
“We were concerned that the rapid exit by either of these two major suppliers could cause significant disruption, including by reducing the availability of cash to their customers, and therefore the public.”
Public access to cash was an important consideration for the ACCC, particularly in regional Australia where internet access issues can limit electronic payment options and for vulnerable consumers who are reliant on cash payments.
“The ACCC concluded that the merger lessens some of the likely harms caused by the potential disorderly exit of one of the parties, and allows for a smoother transition to one provider, including by maintaining adequate access to cash,” Ms Carver said.
The undertaking imposes obligations on the combined Armaguard-Prosegur and will be effective for the next three years. The ACCC considers the undertaking will allow time to consider whether any Government responses are needed to further regulate the industry and maintain adequate access to cash in the future.
The undertaking covers a range of obligations which together are intended to provide continuation of services, reduce uncertainty about price and service levels and provide opportunities for other cash-in-transit providers to make use of excess equipment to expand their existing operations.
“To comply with the undertaking, the combined Armaguard-Prosegur will be required to continue offering cash-in-transit services to all locations that are currently serviced. The undertaking also limits its ability to reduce service levels and raise prices for existing customers and sets minimum terms and pricing constraints for new customers,” Ms Carver said.
While the undertaking allows prices to be increased within limits over the next three years, this is against a backdrop of a declining industry with current loss-making prices.
The ACCC considers that the undertaking appropriately balances the capacity for the combined Armaguard-Prosegur to build a financially viable business against the potential impact of the proposed merger on existing and new customers.
In addition, the undertaking contains a commitment to create registers of surplus sites, employees and equipment. The ACCC believes this measure may assist other cash-in-transit providers to expand, which would increase the competitive constraint on the combined Armaguard-Prosegur.
“The undertaking also includes commitments that cover services to ATM operators and is therefore likely to reduce the impact of the proposed merger on independent ATM operators,” Ms Carver said.
Further information, including the ACCC’s determination, is available on the ACCC’s public register at: Linfox Armaguard Pty Ltd and Prosegur Australia Holdings Pty Ltd proposed merger
Armaguard and Prosegur sought ACCC authorisation for the merger of their cash-in-transit, ATM device monitoring and maintenance and ATM businesses in Australia.
Following completion of the merger, Linfox (which is Armaguard’s parent company) would hold 65 per cent and Prosegur would hold 35 per cent of the total issued share capital of Armaguard.
Armaguard and Prosegur both offer cash-in-transit services including cash storage, transport and processing in Australia. These services are predominantly provided to banks and both large and small retail customers.
Armaguard and Prosegur also supply other services including operating ATM networks, ATM device monitoring and maintenance services and valuable cargo transport services.
In this matter, the ACCC was not satisfied that the merger was not likely to substantially lessen competition. In the future without the proposed merger where either Armaguard or Prosegur ceases supplying cash-in-transit services in the short term, their exit would likely create greater competitive opportunities for alternative suppliers than would be the case with the merger.
However, the ACCC was satisfied that the merger, with the undertaking, was likely to result in a public benefit that would be likely to outweigh the likely public detriments.