Statement of the Department of Justice Antitrust Division on the Closing of Its Investigation of Arrive AS’s Proposed Acquisition of Passport Labs Inc.

The U.S. Department of Justice issued the following statement today in connection with the closing of the Antitrust Division’s investigation into Arrive AS’s (Arrive) proposed acquisition of Passport Labs Inc. (Passport):

“The Antitrust Division is committed to protecting competition while also preserving the Department’s finite resources,” said Associate Attorney General Stanley E. Woodward Jr. “A phased approach to merger review serves those objectives. The Antitrust Division conducted a targeted review of the proposed transaction and has decided to close the investigation.”

On March 4, Arrive announced its intent to acquire Passport. Both firms offer mobile parking payment solutions (MPPs), among other products and services. Municipalities across the United States procure one or more MPPs to allow their citizens to pay for municipal parking, particularly on-street parking, using their phones rather than meters or kiosks. The Antitrust Division opened an investigation and issued Second Requests to the companies. 

Based on the particular facts surrounding Arrive and Passport’s proposed merger, the Antitrust Division and the merging parties entered into a timing agreement that prioritized the production of evidence related to MPP competition. The Antitrust Division used this and other material to more expeditiously reach a conclusion about the likely competitive effects of the transaction. 

Over the past five months, the Antitrust Division conducted a thorough investigation, reviewing documents from the parties and numerous third parties, analyzing data, and interviewing industry participants, including many municipalities. In particular, the Antitrust Division analyzed whether the proposed merger may result in a substantial reduction in competition for MPPs.

The Antitrust Division concluded that a substantial reduction in competition was unlikely given current competitive dynamics in this industry. For example, smaller vendors outside of Arrive, Passport, and PayByPhone have recently won municipal contracts, suggesting a number of viable alternatives exist outside Arrive and Passport. Moreover, Passport has declined to bid for or has lost some recent notable MPP contracts.

Given the facts surrounding this investigation, the Antitrust Division anticipates that municipalities are likely to continue to have meaningful MPP alternatives in the current environment, including PayByPhone, in the event the merged firm attempts to exercise market power.  

Following this review, the Antitrust Division decided that its investigation could be closed.