On 24 May 2013, the Finnish Market Court approved, subject to conditions, a joint venture between Uponor Oyj and KWH-Yhtymä Oy, which would merge the parties' infrastructure solutions businesses into a jointly owned company. The Finnish Competition and Consumer Authority (FCCA) had on 25 February 2013 proposed that the Market Court should prohibit the joint venture as significantly impeding effective competition.
As part of the basis for its prohibition proposal, the FCCA conducted a dawn raid in the parties' premises during the merger control review period. In the public version of its prohibition proposal, the FCCA cited several examples of materials found during the dawn raid that appeared to be inconsistent with the material submitted to the FCCA in the merger notification, leading the FCCA to doubt the accuracy of the latter.
However, the Market Court rejected the FCCA's prohibition proposal and approved the joint venture, subject to conditions. The Market Court acknowledged that the parties' combined market shares clearly exceeded 50 per cent in relation to several types of piping. Further, it remarked that the market shares of competitors were significantly lower and the trade flows insufficient to eliminate competition concerns brought about by the joint venture.
The Market Court nevertheless held that the anti-competitive effects of the joint venture could be remedied by conditions. It required the parties to divest several specified extrusion lines and to offer contract manufacturing of selected product ranges up to agreed volumes to other pipe manufacturers operating in the Finnish market.
The Market Court voted on the decision. A minority of the judges would have approved the joint venture without any significant conditions. Both the parties and the FCCA have announced that they will not contest the Market Court's decision.
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