CADE recommends blocking B3's acquisition of CRDC

The Office of the Superintendent General at CADE (SG) submitted for review the case involving the acquisition of 60% of the CRDC S.A.’s shares to the Tribunal of CADE. The company is currently owned by the São Paulo Commercial Association (ACSP), by B3 S.A. In addition to the merger, the transaction also comprises a partnership agreement signed among B3, ACSP, and CRDC.

B3 is the holding company of the B3 Group, and one of the world’s leading financial market infrastructure providers, operating both in exchange and over-the-counter markets. The company provides services of Trading Platform Management, Central Counterparty and Clearing, Clearinghouse Settlement, Central Depository, Registration and Deposit, National Lien System (SNG), and Registration of Insurance Transactions. It also offers an electronic platform for the real estate market, with property valuation services, registration of contracts, and security interests with land registry offices, as well as warranty records.

CRDC is a Financial Market System Operator (IOSMF) that runs a financial asset registration system, aimed at facilitating relations between financial institutions and entrepreneurs seeking credit based on their receivables, with the authorisation of the Central Bank of Brazil (BCB). It also offers solutions for the electronic issuance and formalisation of documents.

ACSP is a non-profit entity that aims to support and promote business activities, providing assistance for business operations across different economic sectors.

Competition Concerns

The discovery phase concluded that the transaction would raise concerns due to the creation of inorganic competitive advantages in an emerging market, since B3 holds significant power in segments of the financial market, leading to anticompetitive conducts reinforced by the partnership agreement, such as bundling, tying, and the use of crossed subsidies to gain market dominance. Furthermore, it would eliminate a competitor in a concentrated market characterised by high barriers to entry and low level of rivalry.

The applicants have not presented any efficiency measures and/or remedies, as defined by Law 12529/2011, thereby making it impossible to mitigate the concerns.

Therefore, the SG decided to recommend the blockage of the transaction. After the case submission for a final decision, a commissioner will be assigned for a close analysis, followed by the adjudication of the Tribunal members.

Access Case no. 08700.012323/2025-27.