The Supreme Administrative Court upholds a penalty payment of 600,000 euros imposed on Valio by the Market Court for breaching a condition set for the approval of the Heinon Tukku acquisition

The Supreme Administrative Court (SAC) ruled on January 16, 2026, that there are no grounds to change the penalty imposed on Valio by the Market Court. The SAC rejected the request from the Finnish Competition and Consumer Authority (FCCA) to increase the amount of the penalty payment.

In 2021, the FCCA conditionally approved a merger in which Valio acquired Heinon Tukku, a foodservice wholesale company. The acquisition could not be approved as such, because Valio would have received price information from competing food manufacturers through Heinon Tukku, which would have affected Valio’s incentives in its own pricing. To eliminate the competition problem, Valio committed to protecting its competitors’ confidential information so that it would not be passed on within the organization to those responsible for pricing Valio’s products.

At the end of 2022, Valio informed the FCCA about an error in the IT system firewall, which had allowed personnel at Valio Aimo, responsible for sales to foodservice customers, access to Valio’s competitors’ price information for several months.

In 2023, the FCCA proposed to the Market Court that Valio be fined €900,000 for breaching a key condition of the merger approval. The Market Court, in accordance with the FCCA’s proposal, found that Valio had not complied with its commitment and that this constituted a serious competition infringement. However, the Market Court considered Valio’s breach somewhat narrower than the FCCA had proposed and imposed a lower penalty payment of €600,000 on Valio.

The FCCA appealed the Market Court’s decision to the Supreme Administrative Court, requesting an increase in the amount of the penalty payment. The question for the SAC was whether the Market Court could have concluded that former employees of Heinon Tukku came under the obligation to protect competitors’ price information only more than six months after the implementation of the acquisition, when Heinon Tukku was merged into Valio.

The SAC, like the Market Court, held that the obligation to protect information was explicitly directed only at Valio’s employees and upheld the penalty imposed by the Market Court.

The decision highlights the uncertainties related to behavioral commitments

The conditions of a merger approval must eliminate competition problems in their entirety. Based on the decisions of the Market Court and the SAC, Valio’s commitments to the FCCA have not fully eliminated the competition problems identified by the authority.

The competition problem in the merger also concerned the situation where Heinon Tukku, owned by Valio, sells both Valio’s and its competitors’ products to wholesale customers. In the implementation of the acquisition, Heinon Tukku became controlled by Valio and part of the Valio Group, meaning that the pricing incentives of Heinon Tukku’s employees have been the same as those of Valio’s employees.

According to the courts, however, the obligation to protect competitors’ price information only applied to Heinon Tukku after it was merged into Valio in an internal restructuring within Valio Group. Thus, Heinon Tukku’s employees would have had the opportunity to utilize competitors’ price information when pricing Valio’s products from the implementation of the acquisition until the internal merger.

The purpose of merger control is to ensure that markets do not concentrate in a harmful way. If competition problems are identified in a merger, they are primarily addressed by imposing conditions on the transaction. Structural commitments, particularly divestiture commitments related to the sale of a business, take precedence over commitments that regulate the future behavior of the parties to the merger. The definition and monitoring of behavioral commitments involve significant risks and uncertainties, which the parties to the merger must be able to eliminate.