The Finnish Competition and Consumer Authority (FCCA) on 8 May 2026 approved, subject to conditions, the proposed acquisition by Saferoad Holding AS of Cleanosol Oy and Tiemerkintä A & E Oy. The approval and implementation are conditional on Tiemerkintä A & E being left outside the transaction, on the removal of overlapping board memberships between Tiemerkintä A & E and Cleanosol, and on Saferoad’s current road marking business in Finland being divested to Tiemerkintä A & E once the FCCA has approved the buyer.
The FCCA examined the acquisition’s effects on competition. Saferoad is a Norwegian company that provides road marking services in Finland and other Nordic countries. Cleanosol and Tiemerkintä A & E also offer road marking services in Finland with Cleanosol additionally manufacturing and selling thermoplastic hot mass used in road markings.
Based on the FCCA’s investigation, the acquisition would have adverse competition effects in the market for the ELY Centers’ road marking contracts and in the market for municipalities and other customers’ road marking contracts that include longitudinal markings. Longitudinal markings refer, for example, to white centre and edge lines on roads.
Cleanosol and Saferoad have competed in tenders awarded by the ELY Centers. Tiemerkintä A & E and Cleanosol have competed against each other in tenders awarded by municipalities and other customers. Both markets are already highly concentrated, and the acquisition would reduce the number of significant market players on each market to two.
The FCCA assessed the effects by, among other things, collecting information on market structure and past procurements and by reviewing the parties’ business profitability. The investigation indicates that, after the transaction, Saferoad’s market share would be high and the company would become the market leader in both markets under review. A closeness of competition analysis also shows that the parties have competed closely with one another and that the only other significant competitive pressure has come from one competitor, Hot Mix.
The transaction therefore could not be approved without remedies.
Saferoad’s commitments as conditions for approval
Competition concerns arising from a transaction can often be addressed by making approval conditional on remedies.
Saferoad has committed to amending the transaction agreement so that it acquires only the shares in Cleanosol, thereby leaving Tiemerkintä A & E outside the transaction. In addition, Saferoad has committed to changing the composition of Cleanosol’s board so that owners within the Tiemerkintä Group or management personnel from Tiemerkintä A & E are no longer members. Saferoad has also committed to divest its current road marking business in Finland to Tiemerkintä A & E.
In practice, following the commitments Saferoad would operate Cleanosol’s current business in Finland. Tiemerkintä A & E would remain an independent player and would compete more broadly in the market for the ELY Centers’ road marking contracts with the business transferred to it by Saferoad. As a result of the commitments, the market structure would be preserved.
The effectiveness of the commitments is ensured by preventing implementation of the transaction until the FCCA has approved Tiemerkintä A & E as buyer, the sale agreement for the divested business, and the amendments to the transaction agreement.
According to the FCCA, these commitments are sufficient to address the competition concerns arising from the acquisition and to ensure that a competitive market structure is maintained.
The decision contains the parties’ business secrets. The decision may be published only after the business secrets have been removed.