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Process and timing
Is the notification process voluntary or mandatory?
The notification is mandatory when the relevant turnover thresholds are exceeded and the transaction in question amounts to a concentration..
What timing requirements apply when filing a notification?
The notification must be made before the transaction is implemented. In particular, the notification must be made after the conclusion of an agreement, the acquisition of control or the announcement of a public bid. Otherwise, there are no timing requirements and the notification may be submitted as soon as the parties may sufficiently demonstrate their intentions to enter into the transaction (eg, by signing a letter of intent).
What form should the notification take? What content is required?
The notification form's content is set in the Decree on Obligation to Notify (1012/2011) and is broadly similar to Form CO of the EU Merger Regulation. A concentration may also be notified by using a short-form notification contained as an Annex of the FCCA's Merger Control Guidelines. The party may ask the FCCA whether it approves the use of the short form, or may simply notify the concentration in accordance with the short form. However, the FCCA may always require the notifying party to use the normal, more detailed notification form. For instance, the use of the short form may be justifiable where companies set up a joint venture which accrues no revenue from Finland and has no other connection to the Finnish market.
The notification must include the information specified in the Decree on the Scope of the Obligation to Notify a Concentration (1012/2011). The filing must be made in Finnish or Swedish, but the annexes can also be in English. The FCCA may order the notifying parties to provide a Finnish or Swedish translation of any particularly important or ambiguous annexes. Any business secrets contained in the notification or its annexes must be clearly indicated by the parties.
Since November 2015 the notifications must be submitted electronically (in practice, on a portable hard drive such as an USB memory stick). Paper copies are no longer required.
Certain documents must be enclosed as annexes to the notification, such as:
•trade register extracts from each party;
•agreements concerning or relating to the concentration, such as share purchase agreements, shareholder agreements and public bids; and
•the latest annual reports and profit and loss accounts.
The parties can supplement the information provided in the notification by other annexes, schedules and diagrams.
Is there a pre-notification process before formal notification, and if so, what does this involve?
Before submitting the notification it is possible to engage in confidential negotiations where the parties may discuss the preliminary views of the authorities and specify the information to be provided. While the FCCA typically grants audience for such meetings, negotiations are mainly held in more complicated matters. These open pre-notification discussions make it possible for the FCCA to evaluate a concentration before the procedural timelines begin to run. The meetings and their participants are confidential.
Can a merger be implemented before clearance is obtained?
The transaction may not be implemented before the Finnish Competition and Consumer Authority (FCCA) has cleared the transaction.
However, the FCCA may grant permission to implement the merger before clearance in individual cases. Typically, the permission concerns only some implementation measures, not the entire transaction.
Measures necessary to preserve and safeguard assets and measures necessary to ensure the continuing of business may also be implemented.
Guidance from authorities
What guidance is available from the authorities?
The FCCA has published its Guidelines on Merger Control in 2011, which are largely in line with the European Commission’s guidelines. In practice, the FCCA is always willing to discuss issues related to the proposed concentration, jurisdiction and content of the notification.
What fees are payable to the authority for filing a notification?
There are no filing fees.
Publicity and confidentiality
What provisions apply regarding publicity and confidentiality?
The FCCA is obliged to treat the matter confidential until the official notification has been submitted to the FCCA, after which the matter is registered and the names of the parties become public. Business secrets contained in the notification, requests for comments to market participants and other materials are protected under the Act on Openness of Government Activities (621/1999) during and after the merger control procedure.
Are there any penalties for failing to notify a merger?
On a recommendation by the FCCA, the Market Court may impose fines of up to 10% of the infringing party's turnover where the party has failed to notify the concentration. The Market Court may also order the concentration to be dissolved. However, the FCCA has never made such a proposal.
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