Merger Control

Mergers an acquisitions exceeding certain thresholds of turnover must be notified to the Finnish Competition and Consumer Authority (the FCCA). A concentration shall be notified if:

• the combined turnover of the parties worldwide exceeds 350 million euros and

• the turnover of a minimum of two parties accrued from Finland exceeds 20 million euros.

If both of the mentioned thresholds are met, an acquisition may not be completed before the FCCA has made its decision on the matter.

During the acquisition negotiations it is necessary to find out whether there is an obligation to notify the merger to the FCCA in order to avoid excessive delays in the execution of the transaction arising from the review procedure.

When a concentration notification is reviewed by the FCCA, the main competitors, customers and suppliers of the parties to the concentration are always heard.

The objective of merger control is to preventatively retain the competitive structure on the relevant markets. The FCCA intervenes with concentrations if they significantly impede competition in the Finnish markets or in an essential part thereof due to a dominant position resulting from or being strengthened by the transaction (the SIEC -test). The primary means through which the FCCA seeks to prevent negative competition effects is by setting conditions for the transaction, e.g. that a part of the business must be sold before the merger is completed. A transaction may also be prohibited by the FCCA if the setting of conditions is insufficient to achieve a satisfactory result. A deal may be prohibited by the Market Court on the proposal of the FCCA.

If the concentration exceeds certain higher thresholds for turnover, the acquisition shall be notified to the European Commission that has the exclusive right to investigate so-called community wide mergers.