Merger Control
One Phase 2 case closed without intervention
In February, the Competition Authority closed its Phase 2 review of the proposed merger between Vygruppen AS and Flytoget AS, concluding that the transaction would not significantly impede effective competition. The case was therefore discontinued without remedies. The case is noteworthy for its illustration of the Norwegian Competition Authority's will to review a merger between to 100 % state-owned companies.
Another Phase 2 investigation, concerning the acquisition of the Norwegian medicinal wholesaler and retailer Norsk Medisinaldepot by NorgesGruppen, the country's leading grocery chain, was closed without remedies in December following an in-depth review and market testing after several extensions of the statutory deadlines. The theories of harm were in particular related to the risk of input foreclosure (access to retail leases) and loss of direct competition concerning OTC pharmaceuticals and commercial goods sold in both pharmacies and the retail channel.
Two Phase 2 cases approved subject to conditions
Two transactions were approved in Phase II following commitments offered by the parties:
- The acquisition of ChampionX by Schlumberger was cleared in May subject to extensive structural and behavioural remedies addressing concerns related to input foreclosure in markets for directional drilling and well monitoring services.
- Similarly, in July, the merger between Retriever and Infomedia was approved on condition that Infomedia be divested to an independent purchaser, in order to address competition concerns in the Norwegian media monitoring services market.
Two Phase 2 investigations ongoing
At the turn of the year, the Competition Authority continues its Phase II investigations into:
- Karo Healthcare’s acquisition of ACO Hud Nordic, which concerns the market for production and distribution of skin care products, and
- Telenor Norge's acquisition of GlobalConnect's B2C business, which concerns the market for sale of internet access to consumers.
The NCA has issued notices that intervention may be relevant, and the NCA's deadline for issuing statements of objections is in February in both cases.
Expected amendments to FDI filing rules may impact transactions that have not closed
Amendments to the Norwegian Security Act adopted in mid-2023, which significantly expand the scope of the Norwegian FDI regime, are expected to enter into force in 2026. This is much later than previously anticipated, as the amendments were initially expected to take effect in 2024.
It is not yet clear whether the Government will adopt any transitory rules, so when drafting transaction agreements and planning transaction timelines, businesses should prepare for the possibility that transactions that have not closed may become notifiable upon entry into force of the new rules.
There is currently no formal voluntary filing system that can be used to pre-empt a future filing obligation or FDI risk.
