We advised Nordstjernan AB in its acquisition of sole control of Momentum Group AB. The case involved a rare referral request to the European Commission.
The concentration was implemented through a public offer by Momentum Group on all shares in Swedol AB, a Swedish competitor. Swedol was controlled by Nordstjernan, and Nordstjernan was active within distribution of tools and work wear supplies via Swedol. Momentum Group offered the shareholders of Swedol a right to choose between a cash consideration or a consideration consisting of newly issued shares in Momentum Group for each share in Swedol. Consequently, after having received the share consideration, Nordstjernan’s shareholding in Momentum Group increased to a level which resulted in Nordstjernan acquiring sole control over Momentum Group, irrespective of the extent to which other Swedol shareholders opted for the share consideration.
Momentum Group and Swedol were both active on the markets for the retail distribution of tools and supplies in Finland, Sweden and Norway. The transaction qualified as a notifiable concentration under the EU Merger Regulation.
We assisted Nordstjernan in preparing the Form RS (Reasoned Submission) to the European Commission asking the Commission to refer the entire case to the competition authorities of Finland, Sweden and Norway. The Commission accepted the submission, and we notified the case to the Finnish Competition and Consumer Authority and obtained an unconditional Phase I merger control clearance on 27 February 2020.
Nordstjernan is a family-controlled investment company whose business concept is to develop companies through active ownership and create long-term value growth. Nordstjernan currently has shareholdings in some 15 listed and unlisted companies with head offices in the Nordic region. In total, Nordstjernan’s holdings generate sales in excess of SEK 100 billion and have approximately 50,000 employees.
Momentum Group is one of the leading resellers of industrial consumables, industrial components and related services to professional end users in the industrial and construction sectors in the Nordic Region.