Merilampi successfully represented Uponor Corporation in its attempt to stop the Finnish Competition and Consumer Authority’s proposal to prohibit the merger of Uponor and KWH Group. On 24 May 2013, the Market Court approved the merger of the two plastic pipe manufacturers. Dismissing the Authority’s recommendation that the merger be blocked, the Court conditionally cleared the transaction to move forward.
In September 2012, Uponor and KWH Group announced plans to establish a jointly-owned company comprising Uponor’s and KWH Group’s infrastructure solutions businesses. The new company, to be named Uponor Infra Oy, will be majority-owned by Uponor (55.3%) and will be consolidated within Uponor Corporation as the segment, Uponor Infrastructure Solutions. KWH Group will own the remaining 44.7% of the shares.
Uponor’s President and CEO Jyri Luomakoski made the following comments after the Market Court’s decision: ”We are excited about being able to begin implementing our plan, in which both Uponor and KWH Group have invested a great deal of effort and resources. I am sure this merger will enhance our leadership in the infrastructure segment with a wider customer base, a broader offering and an extended geographical reach. This will increase the confidence of our customers and the markets in which they operate, and will intensify our employees’ commitment to the segment.”
The deal was only the third merger that the Authority has attempted to block since Finland’s merger control regime was established in 1998. In 2000, the Authority rejected telecoms company Sonera from acquiring rival Digita. The Authority also rejected a proposed construction tie-up between NCC Roads and Destia—a merger that was also later conditionally cleared by the Market Court.
Arttu Mentula, a partner at Merilampi in Helsinki and counsel to Uponor, commented that the case was “very interesting” because it involved the first use of the significant impediment to effective competition (SIEC) test that replaced the traditional dominance test in November 2011. Under the SIEC test, the Authority considers a transaction’s post-merger effects on competition as whole, rather than examining the structure of the market concerned.