Meal vouchers: Antitrust opens investigation into Edenred

The parties and the complaints

The proceedings originate from a series of convergent complaints submitted by major representatives of modern retail distribution. The first — filed by Federdistribuzione on 17 July 2025, subsequently supplemented in September and November 2025, also on behalf of eight retailers — opened the investigative sequence. In December 2025, a complaint was added by the National Association of Consumer Cooperatives – Coop, on behalf of its principal member cooperatives, followed in January 2026 by one from the National Association of Retail Cooperatives – Conad. In the course of hearings, operators including Selex, MD, Rialto, Unicomm, Magazzini Gabrielli, Megamark and Esselunga were also heard.

Edenred Italia S.r.l., a subsidiary of Edenred SE (French holding company listed on Euronext Paris), issues meal vouchers under the Ticket Restaurant brand and is active in the employee benefits sector. In 2025, the Edenred Group recorded worldwide revenues of € 2.96 billion and an EBITDA of € 1.36 billion, with a significant share generated in Italy.

The regulatory framework: the 5% cap on commissions

The Italian Antitrust Authority initiation decision reconstructs in detail the regulatory context that preceded and accompanied the conduct under challenge. A meal voucher is a payment instrument used by employees to pay, in whole or in part, for meals or food products at affiliated outlets. Affiliated outlets, having accepted vouchers from workers, obtain reimbursement from the issuer net of a deduction defined as the ‘unconditional discount’ or reimbursement commission.

On this discount, the legislature intervened through two successive measures. Article 131 of Legislative Decree No. 36/2023 (Public Contracts Code) fixed, for public procurement, the unconditional discount towards affiliated outlets ‘at no more than 5% of the face value of the meal voucher‘, specifying that ‘such unconditional discount also remunerates any additional service offered to affiliated outlets‘. Article 37 of Law No. 193 of 16 December 2024 (Annual Market and Competition Law) then extended the 5% cap to all types of agreements, including private-sector arrangements, with effect from 1 September 2025 for contracts already in force and from 1 January 2026 for all vouchers in circulation.

The 5% cap therefore has the character of a mandatory rule of public economic order: clauses contrary to it are ‘null and void and replaced by operation of law‘ by the statutory regime. It is precisely following the introduction of this legislation that Edenred adopted the conduct at issue in the proceedings.

The contested strategy: dismantling direct integration and raising fees on providers

To manage the acceptance of electronic meal vouchers (EMV), retailers have two alternative methods available:

• the first is direct integration between checkout systems and the issuer’s platform, developed at the retailer’s own expense, enabling communication without intermediaries;

• the second is indirect integration via third-party technology providers (‘system integrators’), who manage transactions by routing them through their own platforms, in exchange for an additional fee.

Until the end of 2025, a significant portion of retailers — including Rialto, six cooperatives belonging to ANCC-Coop, Esselunga and several hundred Conad points of sale — operated through direct integration with Edenred. From May 2025 onwards, Edenred communicated, initially only informally, that ‘from 1 January 2026, direct connection would no longer be guaranteed‘, proposing as the sole alternative either the use of third-party providers ‘authorised‘ by the issuer itself, or the provision of a single Edenred-branded POS (point of sale) terminal.

The Italian Antitrust Authority notes that this second option was considered ‘impracticable in multi-checkout environments such as those characterising retail operations‘ and ‘not accepted by any operator heard‘: a single POS per point of sale would force all meal voucher payments through a single checkout, generating operational disruption incompatible with the organisation of modern retail.

The dismantling occurred without adequate formalisation: ANCC-Coop reported that, ‘even in the face of formal written notices, Edenred had not formalised in any written document its intention to discontinue direct integration, while continuing to raise the prospect of its termination through informal channels‘. Only in February 2026 did Edenred send written communications to Esselunga and certain Conad cooperatives, indicating 31 March 2026 as the definitive termination date for the direct connection service.

The mechanism for circumventing the cap: provider commissions as an alternative channel for value extraction

The contested strategy was not limited to dismantling direct integration. Several retailers already using indirect integration also received, from July 2025 onwards, communications from their providers announcing a ‘significant increase in fees for the management of electronic meal vouchers, with effect from 1 January 2026‘.

According to the evidence gathered at hearings, this increase would derive ‘predominantly from the commissions charged to the same providers by Edenred and the other principal issuers for access to their authorisation platforms‘. The providers, in other words, did not independently raise their own margins, but passed downstream the increases imposed upstream by Edenred — a mechanism that the Italian Antitrust Authority describes with surgical precision.

The result is a trilateral relationship structured as follows:

• retailers must pay Edenred the unconditional discount (capped at 5%), plus a fee to the provider;

• the provider retrocedes to Edenred a significant share of that fee as consideration for access to the authorisation platform.

The overall effect is that ‘the dominant undertaking collects from the latter amounts it could not have extracted directly from the affiliated outlets owing to the introduction of the cap‘.

The AGCM concludes on this point: ‘the level of commissions imposed by Edenred ends up determining, to a substantial degree, the minimum price that can be charged downstream for the services offered by providers‘. Retailers who had invested in direct integration, for their part, ‘see the specific investments made in the past completely frustrated, being forced to transition to indirect connection arrangements that are more costly than the model they had originally chosen‘.

Further contested conduct: complementary payment and extended reimbursement timelines

The ruling identifies two additional categories of conduct. The first concerns the system designated ‘UAM – Universal Acceptance for Merchants’, which provides for the use of contactless technology and the activation of a ‘complementary payment‘ service for mixed transactions (meal voucher plus credit or debit card). This service — ‘is not, at this stage, yet active or technically operational, nor has a definite launch date been announced‘ — was proposed with ‘significant commercial pressure‘, with adherence presented as ‘a relevant factor for the extension of the agreement to new points of sale‘. Edenred reportedly required the signature of a binding pre-agreement for a service not yet available, ‘entailing an advance commitment and binding outlets in prospect to future adherence to the related conditions‘.

The second category of conduct concerns the unilateral modification of invoicing and reimbursement conditions: elimination of weekly or fortnightly pre-invoicing, suppression of accelerated reimbursement options, and unilateral extension of reimbursement timelines. These modifications were reportedly ‘imposed on affiliated outlets without any possibility of negotiation, invoking as the sole justification the changed regulatory framework‘.

Edenred’s dominant position and the AGCM’s assessment

The national meal voucher market is highly concentrated: in 2024, the top four companies (Edenred, Day, Pellegrini and Pluxee) held a combined market share exceeding 90%. Within this context, Edenred ‘held a market share in excess of 50% in terms of the value of transactions carried out‘, with a significant gap over its competitors and with stable shares over time, ‘a circumstance indicative of a structural and enduring market power‘.

The market displays the structural characteristics of a two-sided market:

• on one side, employers (who tend towards single-homing, relying as a rule on a single issuer);

• on the other, affiliated outlets (which practise multi-homing, accepting vouchers from multiple issuers so as not to lose custom).

This asymmetry reduces competitive pressure on the side of affiliated outlets, since ‘each outlet is unlikely to forgo affiliation with an operator holding a significant user base‘. Edenred, in particular, is perceived as an ‘unavoidable trading party for any retailer‘.

The Italian Antitrust Authority, in its assessment, states that the contested conduct ‘appears prima facie unfavourable and prejudicial to retailers and neither necessary nor proportionate with respect to the pursuit of a legitimate objective by the dominant undertaking‘, and that ‘there do not appear prima facie to be technological or economic sustainability grounds such as to justify the adoption of the contested conduct‘.

Implications for end consumers

The initiation decision does not fail to highlight the implications for consumers, albeit through an indirect chain of causation. ‘The increase in acceptance costs and the greater operational complexity could, in principle, cause harm to consumers as well, both in view of the risk that the additional burdens are passed on downstream to them, and in terms of a possible reduction in the breadth and variety of the meal voucher acceptance network.‘

There is also a structural long-term risk: ‘the additional revenues generated by Edenred through the conduct in question could be used to offer greater discounts on the employer side, enabling it to further reinforce its dominant position and to restrict the expansion prospects of new operators‘.

How to participate in the investigation: support from FARE

The opening of investigation A578 — resolved on 17 March 2026, with a deadline set for 30 September 2027 — activates a phase in which third parties with legitimate interests may submit observations, documents and informational contributions to the Authority. Retailers who have been subjected to the practices described — dismantling of direct integration, increases in fees via providers, unilateral modification of reimbursement conditions, commercial pressure linked to the complementary payment service — are fully entitled to assert their position in the proceedings.

Beyond the public dimension of the investigation, the Antitrust finding opens the way to civil damages actions, pursuant to Legislative Decree No. 3/2017 (implementing Directive 2014/104/EU), which recognises the right to full compensation — actual loss, loss of profit, interest — in favour of anyone who has suffered harm as a result of a breach of competition law.

The FARE (Food and Agriculture Requirements) www.fareagrifood.com team at WIISE is available to retailers and all participants in the meal voucher supply chain who wish to take part in the investigation, submit contributions to the Authority, or assess the viability of damages claims against Edenred Italia S.r.l. and Edenred SE.

Dario Dongo

References

• Autorità Garante della Concorrenza e del Mercato. (2026, 17 March). A578 – Provvedimento di avvio del procedimento. https://www.agcm.it/dotcmsdoc/allegati-news/A578_provv%20avvio_omi..pdf