For the first time, the Finnish Competition and Consumer Authority (FCCA) has proposed the Finnish Market Court to impose a penalty payment as a result of non-compliance with merger remedies issued by the FCCA. The remedies were necessary for obtaining approval for the merger, to prevent constraints on competition. 

The penalty was imposed on Valio Oy, a prominent Finnish producer of dairy products and other foods with net sales of EUR 1.9 billion. Valio is the largest food exporter in Finland and operates in several countries.

In 2021, the FCCA cleared conditionally the transaction in which Valio acquired one of the major foodservice wholesale operators in Finland. Prior the acquisition, Valio acted both as a supplier and as a competitor of the target company. Due to the parties’ market positions, the acquisition would have given Valio access to the target’s price information in the foodservice sector, which could have potentially influenced Valio’s pricing strategies and incentives in an anticompetitive manner. To obtain FCCA’s clearance for the transaction, Valio proposed remedies to remove the impediment by ensuring the confidentiality of the pricing information within its organisation. As part of the remedies, an independent trustee was appointed to monitor compliance with the commitment. Specifically, the target’s purchase prices were required to be kept confidential from employees responsible for determining Valio’s product pricing.

Despite implementing multiple security measures to secure the price information, due to misconfigured access permissions, members of the Valio’s pricing team had unauthorized access to the target’s exact prices for several months. This information was available to employees in roles specifically ordered, by the merger clearance commitments, to be isolated from such confidential information. 

In late 2022, Valio itself reported the breach to the FCCA. Despite Valio’s initiative in notifying the breach and attempting to rectify the situation, the FCCA concluded that Valio had not complied with the main condition of the merger clearance. 

The FCCA noted that the breach was serious, reflected serious negligence and carelessness, and concerned the most central condition of the clearance.

The proposal was filed in the Finnish Market Court, which will decide on the imposition of the penalty payment.

If you need more information or further guidance in merger control, please contact Katia Duncker or Maria Karpathakis.

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