The SCA assessed a non-notifiable transaction under Article 102 in line with the Towercast judgment

The Retriever/Infomedia transaction illustrates how the Court of Justice of the European Union (the “CJEU” or the “Court”) judgment in Towercast has expanded the enforcement tools available to competition authorities when merger control thresholds are not met. In Sweden, the Swedish Competition Authority (the “SCA”) relied on Article 102 TFEU to assess whether the acquisition could constitute an abuse of a dominant position by strengthening that dominance. The SCA opened an investigation, examined the conduct, and closed the case after more than one year after finding no basis for intervention. The Norwegian Competition Authority also reviewed the transaction. It used its call-in powers to review the deal under traditional merger control rules and accepted a structural divestment.

Background

On 28 June 2024, Infomedia Retriever Holding was established to acquire shares in both Retriever and Infomedia, two leading providers of media monitoring, analysis, and archive services in the Nordic region.

The transaction did not trigger mandatory merger control notification requirements in Sweden or Norway. However, in Norway, the Norwegian Competition Authority has the power to review transactions that do not meet any merger-control thresholds. The Norwegian Competition Authority therefore exercised its call-in powers and opened a review even if the transaction fell below the turnover thresholds for mandatory notification. The Norwegian Competition Authority called in the transaction in September 2024, i.e. after closing.

In Sweden, by contrast, the transaction could not be notified as a merger because neither the national turnover thresholds in the Swedish Competition Act nor the call-in thresholds were met (see further below). Instead, the SCA initiated an investigation in August 2024 under Article 102 TFEU / Chapter 2 Section 7 of the Swedish Competition Act, drawing directly on the principles established in Towercast. The investigation was closed without any measures on 21 November 2025.

The mandatory merger control rules in Sweden

Under Swedish merger control rules, a concentration must be notified to the SCA if:

• the aggregate Swedish turnover of the purchaser group and the target exceeds SEK 1 billion (approx. EUR 86 million), and
• each of the purchaser group and the target had Swedish turnover exceeding SEK 200 million (approx. EUR 17 million) in the preceding financial year.

The threshold for call-in powers in Sweden and the possibility of voluntary notifications

If only the first threshold is met, the SCA may still order a party to notify the transaction where “particular grounds” (Sw. “särskilda skäl”) exist. This constitutes Sweden’s call-in power, enabling review of transactions that do not trigger mandatory notification but may still raise competition concerns. Parties may also voluntarily notify transactions meeting only the first threshold. Please see our previous blog post on the SCA’s call-in power here.

The possibility to review concentrations according to the Towercast case law

In the Retriever/Infomedia matter, neither statutory threshold was met in Sweden. The SCA therefore could not review the transaction under merger control rules. Instead, the SCA examined whether the acquisition could constitute an abuse of a dominant position in line with the Towercast case-law.

The CJEU clarified in two landmark cases that acquisitions by a dominant undertaking may fall within the scope of Article 102 TFEU. In Continental Can (Case 6/72), it established that an acquisition by a dominant undertaking can constitute an abuse of dominance if it strengthens that dominance in a way that harms competition. At the time of the Continental Can judgment, there was no EU merger control legislation. In Towercast (Case C-449/21), the Court reaffirmed this principle in the current regulatory environment, holding that the EU Merger Regulation does not preclude national authorities from applying Article 102 to non-notifiable transactions. The effect of Towercast is that, where a transaction cannot be examined under merger control rules, Article 102 provides an alternative legal basis for scrutiny, provided the acquiring undertaking is dominant and the transaction can strengthen that dominance. This was the approach taken by the SCA in its assessment of the Retriever/Infomedia transaction.

The SCA’s Article 102 investigation

On 27 August 2024, the SCA opened an investigation into whether the acquisition could constitute an abuse of dominance under Article 102, applying the analytical framework established in Towercast. On 21 November 2025, the SCA closed the investigation without intervention.

The merger control investigation in Norway: call-in and divestment

The Norwegian Competition Authority concluded that the acquisition would significantly impede effective competition in the Norwegian media monitoring services market, as the merged entity would become the market leader, eliminating competitive pressure between the two largest players. To address these concerns, Infomedia Retriever Holding offered to divest Infomedia Norge AS to an independent purchaser approved by the Norwegian Competition Authority, with access to necessary agreements and rights. The Norwegian Competition Authority considered these remedies sufficient to maintain effective competition and approved the transaction subject to these conditions on 16 July 2025.

Concluding Remarks

The SCA’s Retriever/Infomedia case shows that the assessment of below-threshold mergers has become more complex in Sweden. Transactions that do not meet Sweden’s merger control thresholds, including the call-in thresholds, may still face scrutiny under Article 102. Towercast has given the SCA a flexible mechanism to examine structural acquisitions by dominant firms. Companies operating in concentrated markets should therefore assess potential Article 102 risks early, even in the absence of a merger-filing requirement.

Delphi’s competition law team has extensive experience advising on cross-border mergers, including managing communications with the SCA and the European Commission, navigating complex Phase II investigations, and challenging merger prohibitions in court. Please do not hesitate to contact us if your company requires expert consultation.