EUROPEAN COMMISSION
PRESS RELEASE
Brussels, 31 March 2014
Mergers: Commission informs Marine Harvest of
objections against early implementation of its
acquisition of Morpol
The European Commission has sent its objections to salmon farmer and processor Marine
Harvest ASA for early implementation of its acquisition of competitor Morpol ASA, both of
Norway. In December 2012 Marine Harvest had acquired a 48.5% stake in Morpol. This
transaction was notified only in August 2013 and cleared subject to conditions in
September 2013 (see IP/13/896). In the Commission's preliminary view, Marine Harvest
has failed to notify its project to acquire Morpol to the Commission before it was
implemented, in breach of the EU Merger Regulation. If the infringement is confirmed, the
Commission may impose a fine of up to 10% of the company's annual worldwide turnover.
The sending of a statement of objections does not prejudge the outcome of the
investigation.
Marine Harvest notified its planned acquisition of control over Morpol on 9 August 2013
and the Commission cleared it subject to conditions on 30 September 2013. The
Commission considers that by acquiring a 48.5% stake in Morpol on 18 December 2012,
Marine Harvest took control over Morpol. The transaction was implemented only four days
after it was signed, that is eight months before the notification to the Commission and ten
months before the Commission cleared the transaction. The Commission therefore takes
the preliminary view that thereby Marine Harvest has implemented the acquisition of
Morpol prior to its notification and clearance by the Commission, in breach of Articles 4(1)
and 7(1) of the EU Merger Regulation.
The prohibition of implementation of a concentration before it is notified and cleared by
the Commission constitutes a cornerstone of EU merger control and of most merger
control systems worldwide.
The early implementation of a concentration affects the structure of the market and may
make it more difficult for the Commission to restore effective competition where
necessary. In order to avoid any permanent and irreparable damage to effective
competition, companies are obliged to give prior notification of concentrations exceeding
certain thresholds, and not to implement these concentrations before having received
clearance from the Commission. Any infringement of these obligations is serious, since it
undermines the very essence of EU merger control.
IP/14/350
Background
On 14 December 2012, Marine Harvest entered into a Share Purchase Agreement (SPA)
with Friendmall Ltd and Bazmonta Holding Ltd. Bazmonta is a fully-owned subsidiary of
Friendmall, which is, in turn, controlled by Mr Jerzy Malek, founder and former CEO of
Morpol. Pursuant to the SPA, Marine Harvest acquired a 48.5% shareholding in Morpol.
The closing of this transaction took place on 18 December 2012.
On 15 January 2013, Marine Harvest submitted a mandatory public offer for the remaining
51.5% shares in Morpol pursuant to the Norwegian Securities Trading Act. Following the
settlement and completion of the mandatory offer on 12 March 2013, Marine Harvest
acquired 87.1% of the shares in Morpol. The acquisition of the remaining shares in Morpol
was completed on 12 November 2013. On 28 November 2013, Morpol was delisted from
the Oslo Stock Exchange.
The Marine Harvest/Morpol merger case
On 30 September 2013, the Commission cleared the proposed acquisition of Morpol, the
largest salmon processor in the European Economic Area (EEA), by the leading EEA
salmon farmer Marine Harvest. The clearance was conditional upon the divestment of the
majority of Morpol's salmon farming activities in Scotland.
The proposed transaction, as originally notified, would have combined two of the largest
farmers and primary processors of Scottish salmon. The merged entity would have had
high market shares and its competitors would have been unable to exert a sufficient
constraint on it. The acquisition would likely have led to price increases which could have
ultimately harmed consumers.
In order to address the Commission's concerns, Marine Harvest committed to divest the
largest part of Morpol's salmon farming operations in Scotland, based in Shetland and the
Orkneys. The Commission concluded that the proposed transaction, as modified by the
commitments, would not raise competition concerns (see IP/13/896).
The present investigation of Marine Harvest's possible infringement of Articles 4(1) and
7(1) of the EU Merger Regulation has no impact on the Commission's decision to clear the
transaction because it does not alter the Commission's analysis of the market.
Procedural background
A Statement of Objections is a formal step in an investigation, by which the Commission
informs the companies concerned in writing of the objections raised against them. The
companies can then examine the documents in the Commission’s file, reply in writing and
request an oral hearing to present their comments on the case to representatives of the
Commission and the national competition authorities.
The sending of a Statement of Objections does not prejudge the final outcome of the
investigation.
There is no legal deadline to complete the inquiries. Their duration depends on a number
of factors, including the complexity of each case, the extent to which the companies
concerned co-operate with the Commission and the exercise of the rights of defence.
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Contacts :
Antoine Colombani (+32 2 297 45 13, Twitter: @ECspokesAntoine )
Marisa Gonzalez Iglesias (+32 2 295 19 25)
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