Visa is going public.  (Details here.) 

The IPO is necessary to create a single-entity defense to antitrust claims.  This will primarily limit its liability going forward and will not extinguish past claims.  (See generally my MasterCard IPO paper here and Josh Wright's paper on MasterCard here.)

Visa Europe will not be included in the new corporate entity that will eventually go public.  Instead, it will license the necessary IP and networking assets from Visa Inc.  The website explains the Europe presents some "unique opportunities and challenges" related to the EU's desire to create a single payment systems market. 

The implication is that the European banks have unique expertise that will allow them to create better value in Europe.  Or it may be that the European banks think that they have better expertise, they don't trust the US banks to run the show, and they weren't able to agree on a price for giving up control over the market.

Another possible explanation (or contributing factor) is that the European banks feel that the US banks are responsible for the antitrust problems in the US, and they don't want to share in the liability attributable to the time period before they joined Visa.  And they may also want to build in some distance from the US banks going forward. 

MasterCard, by contrast, was able to negotiate a payment to the European banks to account for past liabilities in the form of a holdback from the US banks of a large amount of the IPO proceeds.  MasterCard also included a board-within-a-board structure to give wider authority to the European banks over development of the European market. 

It will be interesting to see what the market thinks of Visa's new structure.  The market loves MA these days.  But until we learn more about the licensing deal with Visa Europe, it's hard to fully evaluate Visa.

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