Under Norway’s recently amended Competition Act Section 18, in force from 1 January 2014, concentrations in which the undertakings concerned have a combined annual turnover in Norway exceeding NOK 1 billion shall be notified to the Norwegian Competition Authority (the NCA). However, if only one of the undertakings concerned has an annual turnover in Norway exceeding NOK 100 million, notification is not required.
Nevertheless, the Competition Act provides the NCA with the legal basis to impose undertakings to notify a concentration regardless of the turnover thresholds, provided there are reasonable grounds to assume that competition will be affected or that other special considerations require further investigation.
In March 2014, the NCA , imposed an obligation to submit a notification of a merger , even though the concentration in question did not meet the turnover threshold.
The NCA had, after it became aware of the merger between Cappelen Holding AS and Kongsberg Esco AS, launched an initial investigation into the merger. In the initial investigation, the NCA concluded that the two undertakings had overlapping business.
In its decision the NCA interpreted “reasonable grounds to assume” as meaning that the mere identification of competition issues would be sufficient.
Further, the NCA carried out a material assessment of the overlap in the water pipe/shafts and valves markets and the market share as a result of the concentration. The NCA concludes that, based on its initial investigation and assessment, there are reasonable grounds to assume that the undertakings will, as a consequence of the concentration, gain a substantial share of the shaft valve market.