Mexico’s National Antitrust Commission (CNA) on Friday declined to approve Visa Inc.'s planned purchase of a majority stake in Prosa, the domestic payment processor, rejecting the remedies Visa and Prosa proposed to address competition concerns. The proposal called for Visa to acquire a 51% stake in Prosa, a transaction first announced in December 2023.
In a statement, the CNA said the measures offered by the parties "were not suitable or sufficient to avoid the risk to markets and consumers detected by the commission." The agency’s ruling is the first significant decision issued by the country’s newly created competition authority.
The transaction, as proposed, would have positioned Visa as the operator of two of the three card issuers in Mexico. That combination - Visa's own issuer plus Carnet, the brand owned by Prosa - would have left Mastercard as the only remaining issuer with national scale, according to the factual outline of the deal.
Beyond issuer concentration, the deal would have given Visa control of two of the four clearinghouses in Mexico. The clearinghouse landscape referenced in the proposals includes Prosa, Visa, Mastercard and Servicios Electrónicos Globales (E-Global). Under the terms presented to regulators, Visa would have gained access to transaction-level details for all card payments that flow through Prosa, covering payments made with both Visa-branded cards and competitor cards such as Mastercard.
Regulators noted the combined effect would have provided Visa with a substantial share of the payment processing and brand licensing market in Mexico. The CNA determined the structural and behavioral remedies put forward did not adequately mitigate the risk the commission identified to competition and consumer interests.
Prosa’s ownership group consists of a consortium of banks: Grupo Financiero Banorte, HSBC Holdings Plc, Invex Controladora SAB, Banco Santander SA, Bank of Nova Scotia and Banco Nacional del Ejército. Prosa’s principal rival among clearinghouses, E-Global, is owned by BBVA SA and Banamex.
The CNA’s decision prevents the specific consolidation envisioned by the December 2023 proposal and preserves the existing distribution of clearinghouse ownership and issuer competition in Mexico, as described in the parties’ filings.
Summary - Mexico’s antitrust regulator rejected Visa’s plan to buy a 51% stake in Prosa, saying proposed fixes were insufficient to avert market and consumer risks. The outcome blocks a transaction that would have concentrated issuer and clearinghouse roles and given Visa access to detailed payment data flowing through Prosa.