Wikborg Rein newsletter: Committee proposes significant increases to merger filing thresholds in Norway

On 14 February 2012, a committee appointed to undertake a broad review of the Norwegian Competition Act issued a report proposing several important amendments to Norway's merger control regime, including significantly increased filing thresholds.

Norway currently stands out as one of the European countries with the lowest turnover thresholds for notifications of mergers and acquisitions. This imposes a regulatory burden not only on Norwegian companies but also on foreign companies with only limited sales to Norway. Mergers and acquisitions, as well as other transactions deemed to constitute a 'concentration', must be notified to the Norwegian Competition Authority if each of at least two parties to the transaction has a group turnover in Norway exceeding NOK 20 million (approx. EUR 2.5 million), provided that such parties' combined group turnover in Norway exceeds NOK 50 million (approx. EUR 6.5 million). Sales to customers in Norway by foreign companies are normally treated as turnover in Norway.

Suggested thresholds
The committee proposes significant increases to the current filing thresholds, as set out in the table below.



In the case of an acquisition of a company, the new thresholds would imply that notification in Norway will be required if the following conditions are met:

• the target has a group turnover in Norway exceeding NOK 100 million (approx. EUR 12.8 million);
• the acquirer has a group turnover in Norway exceeding NOK 100 million (approx. EUR 12.8 million); and
• the combined group turnover of the acquirer and the target in Norway exceeds NOK 1 billion (approx. EUR 128 million).

The committee proposes certain amendments concerning the entities to be included in the calculation of the group turnover of the parties. These amendments are intended to harmonise the principles for turnover calculation with those that apply under the EU Merger Regulation.

The proposed thresholds are comparable to the current thresholds in Sweden and Denmark. Based on an analysis of notifications received in recent years, the committee expects that the proposed thresholds will reduce the number of notifications in Norway by 70 percent.

Other proposals
Besides new notification thresholds, the committee proposes a number of additional amendments to Norway's merger control rules. While the substantive behavioural rules on anticompetitive cooperation and abuse of dominance, which correspond to EU and EEA rules, will not be amended, the committee also proposes certain amendments to the procedural rules governing such cases.

The ministry responsible for Norway's competition rules - the Ministry of Government Administration, Reform and Church Affairs - will shortly submit the committee's report for public consultation. The Ministry intends to present a white paper to the Norwegian parliament, Stortinget, during spring 2013.

Last ned (Newsletter_Competition_Law_february_2012)