HPP assisted NCC Roads in a proceeding before the Market Court in late 2011 regarding the Finnish Competition Authority’s (the FCA) Market Court proposal to prohibit the acquisition of asphalt paving business between NCC Roads and Destia. The FCA decided in August 2011 that it would propose that the Market Court prohibit the concentration. The matter was subsequently submitted to the Market Court.
The merger between NCC Roads and Destia was the first prohibition proposal which was handled in the Market Court. The basis of the FCA’s prohibition proposal was the creation of a joint dominance between NCC Roads and Lemminkäinen Infra as a result of the merger.
The Market Court approved the merger in November 2011 subject to certain commitments. These commitments were, however, such that NCC did not consider them feasible. In consequence NCC and Destia decided to cancel the proposed acquisition. NCC and Destia concluded thereafter a new acquisition in which the structure of the acquisition was altered from that proposed in the previous sale process. The new acquisition structure was cleared by the FCA in November 2011.
The Market Court took the same stand concerning the establishment of joint dominance as the FCA, even though, amongst other issues, neither cross ownerships nor far-reaching contractual arrangements existed between NCC and Lemminkäinen.
Tuomas Saraste, Anu Aaltonen, Kiti Karvinen, and Laura Olkkonen at HPP’s competition law team assisted NCC Roads in the merger control proceedings at the FCA and the Market Court.