In March 2023, the Court of Justice of the European Union issued a preliminary ruling in the so‑called Towercast case, confirming that competition authorities can intervene in mergers that fall below the turnover thresholds. We now share experiences from the Finnish Competition and Consumer Authority’s (FCCA) first Towercast investigation. Towercast is a useful tool to a competition authority’s toolkit. However, it does not replace the shortcoming in Finland’s national merger control, namely the absence of a call‑in power that would allow the FCCA to intervene more broadly in harmful mergers.
Ex ante merger control is the only effective way to prevent harmful market concentration. Without merger control, markets can concentrate freely, leading to higher prices for goods and services as well as deterioration in quality and innovation.
A merger must be notified to the FCCA if the parties’ combined turnover from Finland exceeds EUR 100 million and at least two of the parties each have a turnover from Finland exceeding EUR 10 million. A substantial number of harmful mergers fall outside the scope of merger control. In a country the size of Finland, the key problem with turnover thresholds is that they are too high relative to the size of our local markets.
The current legislation allows markets to concentrate because locally operating undertakings typically do not have turnover above EUR 10 million. For example, in the markets for healthcare and veterinary services large chains can buy smaller and medium-sized competitors without having to notify FCCA.
Entire national markets and companies operating nationally can also fall below the turnover thresholds, as recent reported mergers between lunch benefit companies have shown.
The Towercast ruling as part of competition authority’s toolkit
In its 2023 preliminary ruling the Court of Justice confirmed that, where certain criteria are met, national competition authorities can review mergers that fall below the turnover thresholds as an abuse of a dominant position under Article 102 of the Treaty on the Functioning of the European Union (TFEU). The criteria can be summarised as follows:
- the buyer has a dominant position at the time of the merger;
- the target operates in the same markets as the buyer; and
- the degree of dominance reached through the merger substantially impedes competition — in other words, only undertakings whose behaviour depends on the dominant undertaking remain in the market.
In practice, this means that a national competition authority can intervene ex post in a merger that falls below the turnover thresholds, when a dominant undertaking has acquired its competitor from market. The possibility to intervene ex post can be particularly useful in countries where the competition authority does not have a call‑in power i.e. the right to require notification of a merger that does not meet the turnover thresholds. In Finland, the FCCA does not currently have a call‑in power.
The preliminary ruling in Towercast related only to Article 102 TFEU, and it did not address whether Article 101 TFEU can be applied in similar manner to mergers that fall below turnover thresholds. The application of Article 101 TFEU does not require that an undertaking holds a dominant position; in principle, it can be applied to any anti‑competitive agreement between undertakings.
Even active use of the Towercast tool does not compensate for the lack of a call-in power
The FCCA actively monitors mergers falling below the turnover thresholds and receives a considerable number of concerned contacts regarding them, particularly from the parties’ customers.
The FCCA assesses the applicability of Articles 102 and 101 TFEU and their national counterparts (Sections 7 and 5 of the Competition Act) to mergers below turnover thresholds. In 2025, the FCCA conducted preliminary investigations into approximately ten mergers, of which two led to the opening of a formal investigation. Both cases have been subject to confidentiality and have therefore not been disclosed in further detail to the public. The first investigation was recently concluded, and we share below the experiences gained from that investigation.
The authority has investigated a merger carried out by Terveystalo Oyj in Åland in September 2024, in which Terveystalo acquired Cityläkarna Mariehamn Ab. A few years earlier, in September 2021, Terveystalo had acquired Medimar Scandinavia Ab, a competitor of Cityläkarna.
The Cityläkarna transaction raised considerable discussion and concern locally, as Medimar and Cityläkarna were the only private medical clinics in Åland. They were also the only providers of occupational health services on Åland. Employers have a statutory obligation to provide occupational healthcare to their employees, so as a result of the merger, Terveystalo obtained a monopoly in services that employers are required to purchase.
From the perspective of general economic theory and from FCCA’s own published studies it is clear that a merger resulting in a monopoly has harmful competitive effects. According to FCCA’s understanding, the prices of occupational health services in Åland have indeed started to rise after the merger. The FCCA did not have jurisdiction to review the merger under merger control rules because Cityläkarna’s turnover was below EUR 10 million. The FCCA therefore examined whether the transaction constituted conduct contrary to competition rules.
Based on its investigation, the FCCA did not find sufficiently strong evidence that Terveystalo had held a dominant position in the occupational health services market in Åland before acquiring Cityläkarna. According to FCCA’s findings, Medimar and Cityläkarna had relatively equal positions in Åland prior to their consolidation, and no other evidence emerged clearly indicating that Terveystalo had held a dominant position before the merger. Consequently, FCCA decided to close the case, even though the other criteria for applying the Towercast ruling may have been met.
The authority’s investigations suggest that the intervention threshold applied in merger control (significant impediment to effective competition, the so-called SIEC test) would have been met in the Terveystalo / Cityläkarna merger. In other words, the merger would have been challenged if the FCCA had had a call‑in power and the case could have been examined under merger control rules.
Towercast investigations are ongoing in several EU countries
Following the preliminary ruling, several national competition authorities have opened Towercast investigations. The Belgian competition authority has been particularly active: an ex officio investigation into the Proximus / EDPNet merger was launched in March 2023 just days after the Court’s ruling. That investigation ended when Proximus decided to sell EDPNet to a third party.
In January 2025 the Belgian authority opened an investigation into the Dossche Mills / Ceres merger under Article 101 TFEU on the basis of the Towercast ruling. The Belgian authority considered that the reasoning in Towercast concerning Article 102 also applied equally to Article 101. This investigation also ended when the parties abandoned the transaction. Most recently, in November 2025, the Belgian authority announced that it is investigating the Live Nation/Pukkelpop transaction.
The French competition authority has also been active in Towercast cases. In November 2025, it fined Doctolib for abuse of a dominant position in a case where a merger that fell below the turnover thresholds constituted one form of abusive conduct alongside exclusionary contractual practices. Like Belgium, the French competition authority has considered applying Article 101 TFEU under the Towercast reasoning, but ultimately closed the investigation without further measures.
In addition to Belgium and France, at least the competition authorities in Sweden and the Netherlands have publicly stated that they are investigating mergers below the turnover thresholds under competition rules.
How are Towercast cases investigated at FCCA and what can follow from an investigation
The investigation process for Towercast cases at the FCCA is still evolving, but some general observations can be made based on experience so far:
- Screening: Potential Towercast cases come to the FCCA’s attention in the same ways as other potential competition infringements: via tips and the authority’s own monitoring. The FCCA actively follows merger news and regularly receives leads about transactions that raise competition concerns.
- Guidance: Undertakings can seek guidance from the authority if they are uncertain about the possible applicability of the Towercast tool to a planned transaction. Guidance on follows the same lines as the FCCA’s guidance to businesses on other competition law issues.
- Investigation process and team: Administratively, Towercast investigations sit within the FCCA’s competition enforcement function and follow the procedures for antitrust cases. Due to their nature, investigation teams include experts in merger control and antitrust as well as economists.
- Resourcing and prioritisation: Even the preliminary assessment phase alone can require considerable resources from both the FCCA and the companies involved. Gathering information is burdensome as the FCCA must assess market positions and competitive conditions without a formal merger notification from the parties. As with other antitrust cases, the FCCA is not able, due to limited resources, to open detailed investigations into every case that comes to its attention.
- Remedies: The Court did not specify how national competition authorities should intervene in potential abuses of a dominant position occurring through mergers. This has been left to national competition authorities’ discretion and may lead to differing practices across Member States. Since the harm caused by a merger is structural, the most effective remedy is likely to be a proposal to the Market Court to unwind the merger.
The FCCA continues to work for consumers and well-functioning markets
The FCCA’s task is to ensure that markets function as efficiently and fairly as possible for the benefit of consumers and the economy. It uses all available tools to promote this goal, including the Towercast tool.
However, recent experience from the FCCA’s first Towercast investigation shows that, despite the Towercast tool, there is a clear need for a call‑in power in Finland. The use of the Towercast tool under Article 102 TFEU requires that the buyer holds a dominant market position at the time of the merger, which significantly limits its applicability. Many market structures fall outside its scope, not only exceptional cases like Åland where there were two equally strong undertakings.
With its current tools, the FCCA cannot intervene in all mergers that are harmful to competition. Ex post intervention, where it is possible at all, provides less legal certainty for businesses compared with ex ante review and can involve significant costs. Ex post investigations also take considerably more time than ex ante review, which is subject to strict deadlines. If a completed merger must be unwound, it may lead not only to financial losses but also reputational damage and loss of trust in the market.
A call‑in power exists in all Nordic countries except Finland
The most effective way to address harmful concentrations below turnover thresholds would be to expand the scope of merger control by introducing a limited call-in power into the law. This limited call‑in power would apply only those mergers that result in a significant impediment of effective competition and would not prevent other mergers.
Lowering the turnover thresholds would significantly increase the number of notifiable transactions. Uncertainty for companies arising from a call‑in power could be reduced, for example, by setting a three‑month time limit for using the call‑in power from the publication of the transaction. In addition, companies could be given the opportunity to seek prior indication on the use of call‑in power, for example, with a 15 working day review period. A call‑in power is currently used in several EU Member States and in all Nordic countries – except Finland.