The Swedish Competition Authority has Adopted New Guidelines on Merger Notifications

On 26 May 2025, the Swedish Competition Authority’s (the “SCA”) new Regulations and General Guidelines on Merger Notifications entered into force. The Regulations and General Guidelines entail enhanced requirements as regards, inter alia, which internal documents and what market data must be submitted to the SCA, as well as requirements on notifying parties to include information about all reasonable alternative market definitions (our previous blog post regarding the Regulations and General Guidelines is available here). In connection with the Regulations and General Guidelines entering into force, the SCA, published its updated Guidelines for Notification and Review of Mergers on 27 May 2025 (the “Guidelines”) (available here). The purpose of the non-binding Guidelines is to improve awareness of the information required and the SCA’s assessment of mergers, thereby contributing to increased predictability and ensuring that the parties to the merger can effectively contribute to the SCA’s investigation efficiently and effectively. The SCA however emphasises that each case requires an individual assessment and that the Guidelines serve only as guidance.

What is new?

The Guidelines includes news on the following topics:

• Below-threshold transactions: The SCA further clarifies in which situations below-threshold transactions may be called in:
  • If the market recently has undergone consolidation.
  • If general knowledge of the market is limited (e.g in new or dynamic markets).
  • If general practice on the market is absent, inadequate or outdated as a result of, for example, technological developments.
  • If a company with a strong market position gradually acquires smaller competitors, or a newly established company that could challenge the acquirer’s position (as already recognised in the previous guidelines).
  • If information from customers and competitors raises concerns that competition could be significantly impeded, provided the criticism can be linked to a preliminary competition law theory of harm which is assessed as concentration-specific.

The assessment is based on an overall assessment of circumstances, including whether the companies together obtain high market shares, how much these shares increase from the concentration, and if they are close competitors. For vertically integrated companies, the SCA considers whether a company is an important upstream supplier or significant downstream customer or sales channel. The SCA may also consider high transaction values relative to target turnover, particularly for transactions involving pipeline products expected to affect the market position. Generally, the SCA will not use its call-in powers if combined market shares are below 30%. However, in fragmented or emerging markets, or where market shares do not reflect the parties’ competitive strength, different assessments may apply.

• Prompt decision-making: In cases where the SCA neither identifies horizontal, nor vertical overlaps, the SCA aims to decide on the case within 10 working days. In cases where it is unlikely that such relationships would significantly impede competition in any market, the SCA aims to reach a decision within 15 working days.
• Pre-notification contacts: The SCA clarifies that pre-notification contacts should be made regarding the scope of the information obligations, including to obtain waivers, in cases involving concentrations with affected markets or other markets where the concentration may significantly impact competition. Pre-notification contacts should also be held regarding questions about the SCA’s competence to investigate the concentration.
• Information obligation in relation to the market definition: The SCA explains that when the parties’ assessment of the relevant market aligns with the market in which the concentration will likely have the greatest impact, notifications need not always include all alternative market definitions. If the number of reasonable alternative market definitions is deemed to be large, or if there is doubt as to what constitutes a reasonable alternative market delineation in a specific case, the notifying companies should discuss the scope of the information required with the SCA during the pre-notification contacts.
• Efficiencies: If notifying parties wish to claim that the concentration entails efficiencies, this should be done within 15 working days from the initiation of a phase II investigation.
• Timing: The SCA states that submitting a notification in close connection to, or during, holiday periods negatively affects the SCA’s ability to contact market participants and collect relevant information for the investigation. In such cases, the SCA might not be able to receive sufficient information for making a decision during phase I and may therefore have to initiate a phase II review.

Concluding remarks

The Guidelines are a welcome addition clarifying the SCA’s view on issues where there was previously little guidance, thereby creating further transparency. One important area concerns the conditions under which the SCA may use its call-in powers, a possibility that has become increasingly important following the ECJ’s judgement in Illumina/Grail (our previous blog post regarding the case is available here), which curtailed the Commission’s ability to apply Article 22 of the EU Merger Regulation. However, the conditions are broad and general in scope. According to our experience, complaints from competitors and/or customers may also trigger call-ins.

Another welcome clarification concerns the circumstances under which an exemption from the new obligation to provide information on relevant markets may be granted. Regarding timing, it should be noted that there is also the possibility of requesting the SCA to make use of the “stop-the-clock” mechanism, and several such requests have been approved in recent years. Further, the SCA’s efficient handling of concentrations with no overlaps has long been appreciated. However, longer pre-notification periods may be expected due to the more extensive information requirements.

Delphi has extensive experience in assisting with the assessment of contemplated mergers and joint ventures at an early stage, merger filings, and complex phase II proceedings, as well as appeals to the Patent and Market Court. We are happy to assist with any type of concentration and can also provide support regarding foreign direct investment notifications and other regulatory approvals.