Management and ownership links and potential control
By decision nr. 2/2021 hefur Samkeppniseftirlitið tekið afstöðu til samruna Bergs-Hugins ehf.,
dótturfélags Síldarvinnslunnar hf., og Bergs ehf. Um er að ræða
sjávarútvegsfyrirtæki sem bæði starfa við botnfiskveiðar og hafa gert út frá
Vestmannaeyjum með samanlagt þremur togurum.
The conclusion of the investigation is that the acquisition of Berg by Síldarvinnslan will not result in the creation or strengthening of a dominant position, nor will the merger otherwise significantly distort competition. This is based in particular on the fact that Berg's share of the total quota allocation is insignificant, and no information has emerged in the case to suggest that the acquired company otherwise has significant competitive weight, given the nature of this case.
In connection with the investigation, the Competition Authority obtained information and views on the management, ownership and business relationships of the Síldarvinnslan Group with Samherji hf. and Gjögur hf., as management and ownership relationships of this nature are relevant to the resolution of merger cases.
The merging parties contend that as a result of the acquisition, Síldarvinnslan will alone hold the control of Bergi, but this position implies that the merging parties do not believe that control has been established by the major shareholders of Síldarvinnslan over the company, which would be subject to notification to the Competition Authority. This position is consistent with the merger parties' position during the previous investigation into the merger of Síldarvinnslan and Bergs-Huginn, see. Decision of the Competition Authority no. 10/2013.
However, from the evidence in the case, it is clear that the aforementioned companies hold a significant shareholding in Síldarvinnslan, with Samherji and its related parties holding just over 48% and the owners of Gjögur holding just over 34%. Three of the five directors of Síldarvinnslan are appointed by or are connected to these parties. Furthermore, the merger parties have disclosed an ongoing and continuous business relationship with Síldarvinnslan, Samherji and Gjögur. In addition to the above, there are indications of close management and ownership links between Samherji, Gjögur and Síldarvinnslan, which are detailed in the decision. This, among other things, indicates significant connections between the major shareholders in Síldarvinnslan.
Taken together, the above information suggests that a control over Síldarvinnslan has been established beyond what the merger parties have disclosed in the merger notification.
However, in this case, a final position is not being taken on the possible dominance referred to above. Two points are relevant here: Firstly, an investigation into the acquisitions by Síldarvinnslan and Berg reveals that, based on the information currently available, there are no grounds for intervention in the merger, even if a finding were made regarding the potential wider control. Secondly, a final determination on the aforementioned control would require a wider-ranging data collection and investigation involving more parties. This is not feasible in this merger case.
The Competition Authority will at a later stage determine whether, and if so in what manner, a more detailed investigation into the possible dominance and, where applicable, cooperation of the companies concerned should be conducted. Such an investigation would, where applicable, include an examination of whether a notification of a wider merger involving the companies concerned should have been made at an earlier stage, and whether the merger notification in this case contained accurate information.
Before a decision is taken on this matter, the Competition Authority will request further information and views, including from the parties concerned and other relevant authorities.
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