On 23 July 2014, the European Commission (EC) imposed a fine of €20 million on salmon farmer and processor Marine Harvest ASA for acquiring its rival Morpol ASA, both of Norway, without having received prior clearance under the EU Merger Regulation.
Marine Harvest had acquired only a 48.5% stake in Morpol. Nevertheless, based on established precedent, the EC considered that under EU merger control law this de facto gave rise to sole control over Morpol since, following the transaction, Marine Harvest enjoyed a stable majority at the shareholders’ meetings.
Most merger control regimes around the world include a similar requirement for prior clearance. Further, EU merger control is far from unique in catching minority acquisitions. This case therefore serves as another reminder that companies must carefully investigate their merger control obligations worldwide before entering into a joint venture, merger or acquisition of shares or assets. This includes situations in which the acquisition is of only a minority interest.