FD do Brasil and Software Express must pay BRL 6.7 million for gun-jumping

In the hearing of this Wednesday (24 November 2021), the firms FD do Brasil Soluções de Pagamentos and Software Express Informática signed an agreement with CADE committing to pay a financial contribution on the amount of BRL 6.7 million for the practice of gun-jumping. The conduct comprises firms completing a transaction without prior approval of the antitrust authority.

FD do Brasil is a payment technology company, part of the American group First Data. Conversely, Software Express is a Brazilian company that develops solutions for routing payment transactions between merchants and acquirers in addition to other similar products.

During review of the case, the Tribunal of CADE concluded gun-jumping occurred in the acquisition of the total share capital of Software Express by the company FD do Brasil.

The deal was concluded in March 2019 and notified to CADE only ten months later, in January 2020. Although the Office of the Superintendent General of CADE considered the transaction did not present competition concerns, it took into account the merger was early consummated and submitted the case for the assessment of the Tribunal.

According to commissioner Luiz Hoffmann, rapporteur of the case, the premature merger consummation occurred with the transfer of Software Express to FD do Brasil through a change in the articles of organization and replacement of the managers of the acquired company.

The firms proposed and signed a merger control agreement with CADE, in which the amount of the financial contribution was established. Under the agreement, the firms also acknowledged their behaviour resulted in previous merger consummation, violating the provisions of the Brazilian Competition Law.

For Hoffman, the commitments made by the companies are "sufficient and effective to combat antitrust violations".