Brussels, 29 October 2014
Mergers: Commission closes infringement proceedings against Munksjö and Ahlstrom concerning provision of information in the context of a merger investigation
The Commission has closed proceedings against Ahlstrom Corporation, Munksjö Oyi, both of Finland, and Munksjö AB of Sweden, for a suspected infringement of the rules concerning the provision of information to the Commission for merger control purposes. The Commission was concerned that the companies provided misleading information to the Commission in the course of a notification of a transaction under the EU Merger Regulation. In response to the Statement of Objections sent by the Commission in February (see IP/14/189), the parties have provided contemporaneous evidence explaining the discrepancies between the estimates provided to the Commission and the parties' internal documents. The Commission has now received the necessary information and has therefore closed the infringement proceedings.
In February 2014, the Commission sent a Statement of Objections (SO) to Ahlstrom Corporation, Munksjö Oyi, and Munksjö AB. In the SO, the Commission took the preliminary view that the parties had provided misleading information in the course of the notification under the EU Merger Regulation of a transaction, whereby Ahlstrom and Munksjö transferred their label and processing business to a new company, later renamed Munksjö Oyj.
During the merger investigation the Commission had identified significant discrepancies between the companies' market share estimates for abrasive paper backings and its heavy-weight segment as submitted in the merger notification file of October 2012 and the companies' pre-existing internal documents. Although the Commission had pointed out these discrepancies in the course of the merger review process, the companies did not provide sufficient clarifications at the time.
In response to the SO the companies have now demonstrated that they had valid reasons to reassess their internal market estimates shortly before the notification. In particular, the parties have provided contemporaneous documents showing that they had carried out a market reconstruction exercise for the purposes of the notification and this exercise led them to reconsider the significance of competitors, including a number of Asian players. For this reason, they had corrected their internal market estimates accordingly.
While the parties should have disclosed this information to the Commission at an early stage, in particular by explaining the asymmetries between their internal documents and the merger notification, the Commission has now received the necessary information and has therefore closed the infringement proceedings.
The Commission considers that any discrepancies between the parties' best estimates in a merger notification and the parties’ estimates in their internal documents should always be justified in a timely manner by the parties.
The Munksjö/Ahlstrom merger case
In December 2012, the Commission opened an in-depth investigation into the proposed creation of company, combining Munksjö and parts of Ahlstrom (see IP/12/1338). The market investigation confirmed that the transaction would have brought together the only two manufacturers of heavy weight abrasive paper backings in the European Economic Area (EEA) and the two leading players in the global market with a market share of over 80%. The Commission therefore made the approval of the transaction conditional upon the divestment of Ahlstrom's abrasive paper backings business located at Osnabrück, Germany (see IP/13/461).
The notifying parties' obligation to provide data, which is - to the best of their knowledge and belief - true, correct and complete, is laid down in Article 14 (1) (a) of the EU Merger Regulation and in Article 4(1) of the Implementing Regulation. The provision of misleading information, if established, can result in a fine of up to 1% of the companies' turnover.