Guide to Payment M&A

Closing

In the run-up to closing, the focus will be on preparing for closing/separation/integration. For the buyer, it will be necessary to consider data testing, execute any FDI remedies to clear transactions, consider any antitrust remedy implementation and take any first steps towards integrating the target workforce into the buyer’s business.

IP and data considerations

Data testing. There will be a desire on the part of the buyer for a smooth transition in ownership and, despite the commercial risk to the seller, a buyer may wish to receive unmasked customer or transaction data from a target prior to closing for testing purposes. The primary consideration for the parties will be to balance the parties’ interest in a successful migration against the data privacy obligations of the seller.

Merger control (antitrust) considerations

As mentioned in previous sections, the work to identify remedies should any authority raise concerns should start early. While a seller will want deal certainty, a buyer will not want to agree to any remedy that materially affects the strategic or financial value of the deal. Some key considerations on remedy implementation:

Are there practical challenges to providing a structure remedy (eg where distinct products cannot be disentangled or ‘local’ divestment remedies are difficult due to the use of global platforms)?
Are permissions/approvals required from (non-competition) regulators to divest parts of the infrastructure or to change processor?
Are there viable behavioural remedies (eg interoperability, data access and/or licensing-based solutions) that can be implemented without too much complexity?
Are there any people-related considerations?

Foreign investment filings considerations

If FDI authorities require any measures/remedies to clear the transaction, it will usually still be possible to close before the measures/remedies are implemented. The implementation work stream should commence promptly upon closing.

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