List of pending merger cases (In Finnish)
List of Merger Control decisions (In Finnish)
It is the aim of merger control to secure the competitive structure of the markets by intervening, ex ante, with concentrations significantly impeding competition or creating a dominant position. Merger control began in Finland in 1998. The provisions on merger control are included in Chapter 3 a of the Competition Act (303/98, amended by 318/2004).
Concentrations exceeding a certain turnover threshold shall be notified to the FCA under the Competition Act, and the acquisition shall not be implemented prior to the FCA's decision in the matter. The primary way to prevent the restrictive effects of an acquisition is to impose conditions upon it, for example an obligation to divest. The deal may also be prohibited altogether, if a satisfactory conclusion cannot be obtained by imposing conditions. The acquisition may be prohibited by the Market Court upon the proposal of the FCA.
Merger control differs from other forms of competition control in two ways: in the latter (e.g. control of abuse of dominant position and cartel ban), the behaviour of companies on the markets is intervened with ex post facto. In merger control, the structure of the market is the object of attention, and the control is proactive by nature.
Which concentrations are covered by merger control?
A concentration shall be notified to the FCA if
- the combined turnover of the parties exceeds 350 million euros and
- the turnover of a minimum of two parties accrued from Finland exceeds 20 million euros.
The FCA has issued guidelines on the amended provisions on the control of concentrations, which e.g. deal with the georgraphical allocation of turnover. The general rule is that turnover shall be allocated to the country where the customer is located at the time of the transaction.
If the concentration falls within the scope of Council Regulation (EEC) No 139/2004 on the control of concentrations between undertakings, the acquisition shall be notified to the European Commission, who has the sole right to examine the concentrations having a so-called community dimension.  See EU competition rules for more on the EU merger control.
When and how are mergers intervened with?
The FCA intervenes with a concentration, if, as a result of it, a dominant position shall arise or be strengthened which significantly impedes competition in the Finnish markets. The future development of the markets shall also be taken into consideration.
The primary way to eliminate harmful competition restraints is to impose conditions on it, for example an obligation to divest. The transaction may also be prohibited altogether, if a satisfactory conclusion cannot be obtained by imposing conditions. The deal may be prohibited by the Market Court upon the proposal of the FCA. There are special provisions in the law for mergers within the electricity market.
In 2007, the FCA made 35 merger decisions. Of these, 34 were cleared as such during Stage I. No conditional decisions or proposals to prohibit an acquisition were made in 2007
Notifying a concentration
A concentration shall be notified to the Finnish Competition Authority within a week from concluding the deal.
The notification shall be made in accordance with the decision on the Obligation to Notify a Concentration by the Ministry of Trade and Industry (499/1998), unless the FCA has granted derogation with respect to the content of the notification. A simplified notification form has been introduced for certain joint venture occasions. For more, see the guidelines on the amended provisions on the control of concentrations.
In addition to the Competition Act and the above-mentioned decision by the Ministry of Trade and Industry, the obligation to notify is also discussed in the decree of the Ministry of Trade and Industry on the Calculation of Turnover of a Party to the Concentration (377/2004).
The FCA has also published Merger Guidelines (in Finnish), which deal with the obligation to notify, the calculation of turnover, joint ventures, ancillary restraints and the assessment of a concentration. Part of the guidelines is unfortunately now outdated due to the amendments in the Act on Competition Restictions (318/2004).
The FCA's staff provides additional information and guidance. Anyone obliged to notify has the right to discuss beforehand the planned acquisition arrangement, the content of the provisions applied to it and the extent of the obligation to notify. These preliminary negotiations facilitate drafting the notification and help the FCA to process the matter quickly.
Contact information (FCA's Industries 2 Division)
Review of concentration notifications at the FCA
When a concentration notification is reviewed, the main competitors of the parties to the concentration, the customers and the suppliers are always heard.
When necessary, the notification process has two stages:
The so-called first stage shall take one month at most. If the acquisition clearly does not have restrictive effects for competition or if the restrictive effects can be prevented by conditions proposed by the parties, the acquisition shall be cleared during stage I.
Otherwise the FCA shall take a decision to initiate further proceedings (stage II) where the transaction and its competitive effects shall be thoroughly investigated. The acquisition may still be cleared as such or approved as conditional. If the commitments by the parties are not sufficient for clearing the acquisition, the FCA shall make a proposal to the Market Court to prohibit it. Stage II shall take three months at most.
In 2007, the average number of days spent on Stage I investigations was 16.
A concentration shall not be implemented prior to a final decision in the matter.
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