In December 2012 Marine Harvest had acquired a 48.5 per cent stake in its fellow Norwegian company 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 per cent 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 per cent 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.
In a statement from Marine Harvest, the company said: “The investigation proceedings do not affect the approval granted by the European Commission for the acquisition of Morpol by Marine Harvest, but may lead to a monetary fine for the infringement of the suspension obligation and of the notification requirement under the European Merger Regulation. Marine Harvest does not expect such fine to be material.”
