Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP  MERGER REGISTRY, 1049 Brussel,  BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 31.10.2022  
C(2022 ) 8013 final  
PUBLIC VERSION  
 
SalMar ASA  
Industriveien 51   
7266 Kverva  
Norway  
Subject : Case M. 10699  – SALMAR  / NTS  
Commission decision pursuant to Article 6(1)(b) in conjunction  with 
Article 6(2)  of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 12 September  2022, the Commission received the notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004, by 
which SalMar ASA , incorporated in Norway  (‘SalMar ’ or ‘the Notifying Party ’) 
will acquire sole control within the meaning of Article 3(1)(b) of the M erger 
Regulation over NTS ASA , incorporated in Norway (‘NTS’ or ‘ the Target ’, 
toget her with SalMar referred to as ‘ the Parties ’).3 The proposed transaction takes 
place by way of purchase of shares (“the Transaction”).  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation ’). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( ‘TFEU ’) has introduced certain changes, such as the 
replacement of ‘Community ’ by ‘Union ’ and ‘common market ’ by ‘internal market ’. The 
terminology of the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p . 3 (the ‘EEA Agreement’).  
3  Publication in the Official Journal of the European Union No C 364, 23.9.2022 , p. 5. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been  replaced by 
ranges of figures or a general description.  
 
 
 
2 
 1. THE PARTIES   
(2) SalMar is a salmon farmin g company  listed on the Oslo Stock Exchange . SalMar  is 
controlled by Kverva Industrier AS ( ‘Kverva Industrier ’), which in turn is held by 
Kverva AS ( ‘Kverva ’), which  is controlled by Kvarv AS ( ‘Kvarv ’). SalMar’s 
activities cover all aspects of the supply chain for the production of salmon, in 
particular farming, harvesting and primary processing. SalMar has farming 
operations in Norway, Iceland and  Scotland . Of relevance to the present 
Transaction are, in addition  to SalMar, Kvarv’s  subsidiaries  Scale Aquaculture 
Group AS ( ‘ScaleAQ ’), a supplier of equipment to the aquaculture industry, as well 
as Insula AS ( ‘Insula ’) and SalMar’s subsidiary Vikenco AS (‘Vikenco’), both 
active in the secondary processing of farmed fish, including salmon.4 
(3) NTS is an aquaculture company listed on the Oslo Stock Exchange. NTS controls 
SalmoNor AS ( ‘SalmoNor ’), which is active in farming and primary processing of 
salmon in North  and central Norway , and Norwegian Royal Salmon ASA ( ‘NRS ’), 
a publically listed company with salmon farming operations in North  and central  
Norway and Iceland. NTS also controls  Frøy ASA ( ‘Frøy’), which is active within 
the supply of service boats, sea transport vessels and wellboats used  to transport 
fish from the farm to the harvesting facilities.5 
2. THE TRANSACTION   
(4) On 14 February 2022, SalMar made public its intention to launch a voluntary offer 
to purchase all outstanding shares in NTS. The vol untary offer was launched on 
17 March with an acceptance period fro m 18 March to 1 April, subsequently 
extended to 29 April. The final results  show ed that SalMar ha d received 
acceptances of its offer from  shareholders representing 52.6 9% of NTS’  shares.6 
(5) The Transaction thus constitutes a concentratio n within the meaning of 
Article  3(1)(b) of the Merger Regulation.  
3. UNION DIMENSION   
(6) SalMar and NTS  have a combined aggregate worldwide turnover of more than 
EUR 2 500 million ( SalMar : EUR 2 319 million; NTS: 672 million in 2020 ).7 In at 
least three Member States, the combined aggregate turnover of the Parties  exceeds  
EUR 100 million ( […]: EUR […]; […]: EUR […]; […]: EUR […]; […]: EUR 
                                                 
4  Form CO, paragraphs 4 -5, 9, 25, 88, 97, 154 and 612.  
5  Form CO, paragraphs 6, 88 and 97.  
6  Form CO, paragraphs 1 and 74.  
7  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1). T he Parties’ audited figures fo r 2021 
are not available but the Parties have confirmed that their turnover data for 2021 do not have an 
impact on the turnover thresholds as outlined in Article 1(3) of the Merger Regulation.   
 
 
 
3 
 […]). In three of the Member States mentioned above the aggregate turnover of 
each of the Parties  exceeds  EUR 25  million ( SalMar  EUR […] and NTS EUR […] 
in […]; SalMar EUR […] and NTS EUR […] in […]; SalMar EUR […] and NTS  
EUR […] in the […]). The aggregate EU-wide turnover of the Parties  exceeds  
EUR 100 million (SalMar: EUR […]; NTS: EUR […]). Furthermore, neither of the  
Parties  achieve s more than two -thirds of its aggregate EU -wide turnover within one 
and the same Member State .  
(7) The Transaction  therefore has an EU dimension pursuant to Article 1(3) of the 
Merger Regulation.  
4. HORIZONTAL OVERLA PS 
(8) SalMar and NTS are both active in the market for farming and primary processing 
of salmon. SalMar has farming operations  in Iceland, North and South  Norway and 
Scotland. NTS has farming operations  in Iceland and  North Norway.  
(9) Farming is the activity of  growing the salmon from juvenile salmon (called smolt) 
to ready to harvest salmon in seawater. After h aving reached a harvestable size, the 
salmon is transported to primary processing plants where it is  slaughtered, gutted  
and sometimes filleted . Afterwar ds, the salmon is used captively by farmers in their 
own secondary processing plants or is sold in primary processed form to third 
parties , i.e. secondary processors, traders, exporters, food-service providers or 
retailers . Secondary processing includes th e transformation of primary processed 
salmon into value -added products, such as smoked salmon, salmon portions, 
salmon fillets and ready -made meals.8 
4.1. Product market definition  
4.1.1.  The Commission’s past practice  
(10) The Commission has previously distinguished betwe en farmed salmon and wild 
salmon, as wild salmon is subject to seasonal availability and since farmed and 
wild salmon are perceived to be diffe rent in terms of taste, quality  and price.9 The 
Commission has also found that farming and primary processing  of salmon  
constitute  a separate product market from secondary processing of salmon.10  
(11) In addition, the Commission has previously co nsidered that salmon farmed within 
the EEA is a separate product market from  salmon farmed outside the EEA .11 The 
Commission has also considered that salmon f armed in Scotland constitutes 
a separate product market from salmon farmed elsewhere in the EEA, mainly  due 
                                                 
8  Form CO, paragraphs 145, 152 and 163 -164. 
9  M.6850 – Marine Harvest/Morpol, paragraph s 27-28. 
10  M.6850 – Marine Harvest/Morp ol, paragraph 34.  
11  M.6850 – Marine Harvest/Morpol, paragraph 40.  
 
 
 
4 
 to consumer preference leading to a price premium for Scottish salmon in the 
market.12 The Commission  has not previously considered whether, within the EEA, 
salmon farmed in other geographies, such as Iceland , Norway  or the Faroe Islands, 
could similarly constitute separate relevant product markets.  The Commission has 
neither considered whether salmon far med in different regions within Norway 
could constitute separate product markets.  
4.1.2.  The Notifying Party’s view  
(12) The Notifying Part y agree s with the Commission’s past practice  referred to in 
Section 4.1.1.  However, the Notifying Part y submits  that, unlike salmon farmed in 
Scotland , which constitutes a separate product market , salmon farmed in Iceland  
and salmon farmed in  Norway  do not constitute separate product markets . The 
Notifying Party argues  that there is no genetic or physical difference  between  
Icelandic salmon and Norwegian salmon , as I celandic and Norwegian  farmers 
procure salmon eggs from the same suppliers  and since sea temperature and local 
conditions do not affect  the taste, visual qualities, nutritional content or achieved 
price per kilog ram of the farmed salmon . It also argues  that there is no difference in 
price between  Icelandic and Norwegian salmon , inter alia  by referring  to SalMar’s 
sales of salmon . Furthermore, the Notifying Party submit s that there is no customer 
preference for Icelandic salmon  over Norwegian salmon , since  such a pre ference 
would have been reflected in the  price  for Icelandic salmon . To that end, the 
Notifying Party submits  inter alia  that despite the higher transport costs for 
Icelandic salmon  that the producers bear , the price  for Icelandic salmon is not 
higher than that for Norwegian salmon , which show s that there is no customer 
preference for Icelandic salmon. Moreover, the Notifying P arty submits  that any 
customer  preference s due to downstr eam marketing or labelling of products based 
on country of origin  have not lead to brand awareness or  reputational benefits or 
affected the price  of the product .13 
(13) The Notifying Party further submits  that salmon farmed in North Norway  does not 
constitute a separate product market  from salmon farmed in South Norway . To that 
end, the Notifying party argues  that there is no difference  in the physic al condition 
of the product  and no customer preference s for one product over the other , as well 
as that any differe nces in price have not arisen  due to the geographic origin of the 
salmon but rather because of the specifics of the harvest profile .14  
4.1.3.  The Commission’s assessment  
(14) The market investigation has shown that primary processed Icelandic and 
Norwegian salmon constitute separate product markets. This is in line with 
                                                 
12  M.6850 – Marine Harvest/Morpol, paragraph 58.  
13  Form CO , paragraphs 174 -186; The Notifying Party’s letter of 27 September 2022, paragraphs 30 -32 
and 34 -36; Form RS, Schedule 1.  
14  Form CO, paragraphs 187 -219; The Notifying Party’s letter of 27 September 2022, paragraphs 21 -29. 
 
 
 
5 
 previous decisional practice, whereby primary processed Scottish salmon was 
found to constitute a separate product market from primary  processed Norwegian 
salmon. Indeed, the evidence supports  that the demand -side substitutability 
between  primary processed Icelandic salmon  and primary processed Norwegian 
salmon is limited.   
(15) First , although there do not appear  to be any genetic difference s between Icelandic 
and Norwegian salmon , numerous customers and competitors  have pointed out that 
there are  exogenous factors , such as water temperature  and the risk of disease , that 
differ between the Iceland and Norway . Some customer s highlighted that this leads 
to differences in the quality of the salmon.15 NTS’s Icelandic subsidiary  has 
explained that  due to Icelandic hydrog raphic conditions, fish may be kept at sea for 
longer periods of time without risking biological probl ems, and that the cold 
Icelandic water acts as a natural defence against se a lice. Indeed, according to NTS , 
there is a risk for several viral diseases and parasites for Norw egian salmon  but not 
for Icelan dic salmon .16 NTS has also stated  in an investor presentation that it has 
received customer feedback stating that “[a customer is] willing to pay a premium 
for this quality ”.17 
(16) Second , the market investigation revealed that a majority  of customers  having 
expressed an opinion  indicated that  their contracts  for the purchase of salmon  
specify that the  salmon is of a specific geographic origin . Customers have also 
indicated that, when they have a labelling requirement, they cannot easily substitute 
Icelandic salmon by Norwegian salmon , for logistical reasons.  One customer  
explained  that, “FNAS18 from Iceland and Norway has different end -user 
preference in the market. FNAS is mainly marketed based on Country of Origin, 
hence Icelandic and Norwegian FNAS has different preferences in the market 
place. ”19 On the retail market, there are numerous examples of Icelandic salmon 
specifically labelled as “ original Icelandic salmon ”20 or even recipes specifically 
requiring the use of Icelandic salmon.21 Hence, the market investigation suggests 
that, in such situations, customers may be unable to substitute Norwegian salmon 
for Icelandic salmon , or vice versa . Indeed, downstream labelling requirements 
which specify a geographic origin are quite rigid, and cannot quickly be changed . 
Furthermore, w hilst the Notifying Party submits that labelling and marketing of 
products based on geographic origin do not lead to brand awareness or reputational 
benefits or affect the price of the product , the future sales and marketing strategies 
                                                 
15  Responses to questionnaire Q1 sent to customers, questions 6 and 6.1; Responses to questionnaire Q2 
sent to competitors, question 8.  
16  Form RS, Schedule 4, pag e 52.  
17  Form RS, Schedule 4, page 32.  
18  FNAS refers to farmed North Atlantic salmon.  
19  Responses to questionnaire Q1 sent to customers, questions 5, 5.1, 7 and 9.  
20  Translated from the German original (“ Original Isländischer Lachs ”), see 
https://shop.rewe.de/p/wechsler -s-islaender -lachs -asc-100g/7969657 .  
21  See, for example, https ://www.deutschesee.de/rezepte/island -lachs -mit-knaeckebrotkruste html .  
 
 
 
6 
 of NTS’s Icelandic subsidiary  are “based on Icela ndic identity and branding to 
achieve price premium ”.22  
(17) Third , a majority of customers having expressed an opinion stated  that salmon 
farmed in Iceland differs from salmon farmed in Norway on price , with one 
customer explaining that “ Icelandic prices were higher due to shipping costs ”.23 
Numerous competitors have also indicated that Icelandic salmon differs from 
Norwegian salmon on price .24 In addition , the Norwegian government has recently 
proposed a new legislation  imposing  a 40% tax on Norwegian salmon  that would 
apply from 1 January 2023  if adopted , which risks leading to  a significant inc rease  
in prices for Norwegian salmon  in the coming years , due to an increased cost base 
for Norwegian salmon .25  
(18) Fourth , numerous customers have  indicated that Norwegia n and Icelandic salmon 
differ  on availability  and transport to customers as regards time, mode and cost . 
Several  customers  have indicated that Icelandic salmon is not always available due 
to difficult ies in transport and logistics  and that therefore they cannot easily 
purchase it, since it takes longer to reach the market .26 Competitors  have similarly  
highlighted differences in transport modalities, both on its costs and on its duration 
to market.27 Thus, even if producers bear the costs of transport, there are still 
differences in availability between Icelandic salmon and Norwegian salmon as it 
takes longer for Icelandic  salmon to reach the market.  
(19) In view of the above, and for the purpose of this decision , the Commission 
considers the market for farming an d primary processing of Icelandic salmon  
constitutes a separate product market from the market for farming and primary 
processing of Norwegian salmon . 
(20) Moreover , with regard to a potential  further segmentation of the market for 
Norwegian primary processed s almon between salmon farmed in North Norway 
and salmon farmed in South Norway28, the market investigation revealed the 
following . A majority of customers  having expressed their opinion  stated that  the 
quality , texture, appearance and processability differ between salmon farmed in 
North Norway and salmon farmed in South Norway. Several  customers explained 
that salmon from North Norway is of  better quality  than salmon from South 
                                                 
22  Form RS, Schedule 4, page 19.  
23  Responses to questionnaire Q1 sent to customers, questions 5 , 7 and 7.1  
24  Responses to questionnaire Q2 sent to competitors, question 7.  
25  See the website of the Norwegian government: 
https://www regjeringen no/no/aktuelt/grunnrenteskatt -pa-havbruk/id2929113/   
(visited on 28 October 2022).  
26  Non-confi dential minutes of a conference call with a customer on 6 July  2022, paragraph  17.  
27  Responses to questionnaire Q1 sent to customers, questions 5, 5.1, 6, 6.1, 7 and 7.1; Responses to 
questionnaire Q2 sent to competitors, question 7.  
28  The delimitation between North Norway and South Norway is the east -west latitude of the city of 
Trondheim.  
 
 
 
7 
 Norway . Many  customers further  explained that the  price  and availability  vary 
between salmon from each region .29 Furthermore, a ccording to a majority of  
customers having expressed their opinion, there is a difference between North 
Norway and South Norway with regard to environmental conditions , the risk of 
disease, tra nspor t to primary processing facilities  and transport to end -customers .30 
(21) Nevertheless , with regard to  demand -side substitutability, the results of the market 
investigation varied . Close to  half of the customers have explained that they could  
replace North Norwegian salmon with South Norwegian salmon, while a non -
negligible number of  customers have indicated  that they could not  always do so.31 
Some customers have further indicated that their purchase contracts specify 
whether the salmon comes f rom the North or the South of Norway, for example for 
the homologation of the packaging station. However, some customers have replied 
that this difference is not specified in their sales contract .32  
(22) In view of the above, there are  indications that the mark et for farming and primary 
processing of salmon in No rway could  be further segmented between  farming and 
primary processing of salmon in North Norway and farming and primary 
processing of salmon in South Norway. However, for the purposes of this decision, 
the question of whether a further segmentation is appropriate can ultimately be left 
open , since in either market definition considered, the Transaction does not raise 
concerns  as to its compatibility with the market for farming and primary processing 
of Norwegian salmon . 
4.2. Geographic market definition  
(23) In previous decisions, the Commission considered the geographical scope of the 
market for salmon farming and primary processing to be EEA -wide.33 
(24) The Notifying Party , in line with past Commission decisions , submit s that the 
relevant geographic market is EEA -wide.34 
(25) The Commission’s  market investigation confirmed its case practice and the 
Notifying Party’s view. It revealed that a  majority of competitors sell the product to 
customers across the  EEA.  Many compet itors also stated that they find the 
conditions of competition , such as  prices, transport cost and  marketing activities , to 
be the same for  sales of primary processed Norwegian salmon  made to customers 
based in Norway as to customers based in the EU.35 
                                                 
29  Responses to questionnaire Q1 sent to customers, questions 5 and 5.1.  
30  Responses to questionnaire Q1 sent to customers, question 6.  
31  Responses to questionnaire  Q1 sent to customers, question 8.  
32  Responses to questionnaire Q1 sent to customers, question 9.  
33  M.6850 – Marine Harvest/Morpol, paragraph 73.  
34  Form CO, paragraph 223.  
35  Responses to questionnaire Q1 sent to competitors, questions 13 and 14.  
 
 
 
8 
 (26) One competitor has explained that, within Europe,  “the conditions of competition 
are broadly similar, and the market is quite homogenous, even though there are 
some price differences due to the transport/logistical costs that may vary from 
country to country .”36 Another competitor has stated that it “ can sell primary 
processed salmon to customers located across the EEA .”37 
(27) Likewise, also the Notifying Party exports Norwegian salmon to many EEA 
countries, and similarly exports Icelandic salmon to many EEA countries.38 The 
Notifying Party  as well as  its competitors thus appear to sell across the EEA  
without impediment . 
(28) In view of the a bove,  and for the purpose of this decision , the Commission 
considers that the geographic market for farming and primary proces sing of 
Icelandic salmon is EEA -wide and that the geographic market for farming and 
primary processing of Norwegian salmon is EEA -wide , regardless of whether the 
product market for farming and primary processing of Norwegian salmon  should 
be further segmen ted.  
4.3. Competitive assessment  
4.3.1.  Farming and primary processing of salmon in Iceland   
4.3.1.1.  The Parties’ activities  
(29) The Parties’ activities overlap in the farming and primary processing of salmon in 
Iceland. The output of primary processed salmon farmed in Iceland totals approx.  
41,500 tonnes .39 SalMar is active in Iceland via Arna rlax ehf. ( ‘Arna rlax’). 
Arna rlax has salmon farming operations in Iceland, which in 2020 produced 
approximatively 11,000 tonnes of primary processed salmon. Arna rlax also 
operates a primary  processing facility, and four smolt facilities (two in operation, 
two in preparation for operation.40 NTS i s active in Iceland via Arctic F ish Ehf 
(‘Arctic Fish ’), which holds a licence of 23 ,100 tonnes for salmon and trout in 
Iceland.41 SalMar and NTS are both active in the Westfjords of Iceland.  
4.3.1.2.  The Notifying Party’s view  
(30) Since the Notifying Party considers that the relevant product market is primary 
processed salmon farmed in the EEA  without further segmentation by specific 
origin , it argues that the Tran saction would not lead to a horizontally affected 
                                                 
36  Non-confidential minutes of a conference call with a competitor on 30 May 2022, paragraph 13.  
37  Non-confidential minutes of a conference call with a competitor  on 4 July  2022, paragraph  13. 
38  The Notifying Party’s letter of 27 September 2022, paragraph 27; Form RM, Schedule 1, page 5.  
39  Form CO, table 7.2.1.5.  
40  Form CO, para graph  26. 
41  Form CO, para graph  64. 

 
 
 
10 
 (33) The existing concentration and the increase in concentration are also reflected in 
the relevant Herfindahl -Hirschmann index (HHI) values . In 2021, the 
capacity -based market for Icelandic salmon would have a pre -Transaction valu e of 
around [3000 -3500] . Post -Transaction, the HHI value would be around [4000 -
4500] , with an increment of around [500-1000] . These values are above the 
thresholds for which the Commission is unlikely to find competition concerns .46  
(34) Therefore, the Commissi on considers that the market structure, as described above, 
indicates that the Transaction would lead to large or very large combined market 
shares. The Commission further finds that the Transaction leads to a high or very 
high degree of concentration in t he EEA market for Icelandic salmon.  
4.3.1.3.2.  Closeness of competition between the Parties  
(35) According to the Horizontal Merger Guidelines , products may be differentiated 
within a relevant market such that some products are closer substitutes than others. 
The higher the degree of substitutability between the merging firms' products, the 
more likely it is that the merging firms will raise prices significantly. For example, 
a merger between two producers offering products which a substantial number of 
customers regard a s their first and second choices could generate  a significant price 
increase.47 
(36) The market investigation has revealed that SalMar and NTS are close competitors 
for Icelandic salmon. First, their salmon farms are located close to each other, in 
the Westfjord s of Iceland, and the two companies share a primary processing 
facility , currently owned by SalMar. NTS has an agreement in place with SalMar 
for the provision of primary processing services at this facility .48 Their salmon 
output is therefore exposed to si milar biological and climate conditions, and similar 
processing. Furthermore, when asked to name the leading suppliers of Icelandic 
salmon in terms of market shares, a majority of customers and competitors having 
expressed their opinion named SalMar and NT S as the two leading suppliers.49 
Similarly, a majority of customers and competitors having expressed their opinion 
consider the Parties to b e close competitors in Iceland.50  
(37) The market investigation has revealed that Måsøval , the third large producer of 
Icelandic salmon, is not a close competitor of the Parties. Indeed, when asked to 
                                                 
46  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations betwe en undertakings  (OJ C 31, 5.2.2004, p. 5 –18) (‘Horizontal Merger Guidelines ’), 
paragraph 20 . 
47  Horizontal Merger Guidelines, paragraph 28.  
48  Form RM, Section 5.5. NTS is currently in the process of constructing its own primary processing 
facility, with c ompletion scheduled for the second quarter of 2023.  
49  Responses to questionnaire Q2 to competitors, question 14; Responses to questionnaire Q1 to 
customers, question 11.  
50  Responses to questionnaire Q2 to competitors, question 15; Responses to questionnaire Q1 to 
customers, question 12.  
 
 
 
11 
 name the leading suppliers of Icelandic salmon in terms of market shares , no 
customers and very few competitors named Måsøval , despite the m being a large 
producer of Icelandic salmon.51 One large customer pointed out that Måsøval  does 
not serve the same customers as the Parties, stating that “ Måsoval is not an 
alternative to Salmar and NTS in Iceland, as volumes are not sufficient. M åsoval 
(Ice Fish Farm and Laxar) is partly in s pecial quality certifications destined for 
selected customers ”.52 
4.3.1.3.3.  Barriers to entry are high and c ustomers expect a reduction of alternatives 
and price increases for primary processed Icelandic salmon  after the 
Transaction.  
(38) The removal of NTS from this already concentrated competitive landscape would 
lead to a strong reduction in supplier choice for customers, and indeed some 
customers have pointed out that smaller national markets for salmon such as 
Scotland or Iceland are c haracterised by fewer suppliers, and therefore possibly 
less competition.53 Indeed, as found in previous decisions, and as revealed here in 
the market investigation, the market structure in both Scotland and Iceland is much 
more concentrated than the market  structure in Norway.54 
(39) Several customers expressed concerns about this reduction of the number of 
salmon farmers based in Iceland. One customer in particular indicated that, in 
a similar situation , when Scottish Sea acquired  Grieg Seafood’s Scottish salmon 
farming sites, the competitive situation for Scottish salmon was degraded. This 
customer indicated that it feared  the same thing could happen for Icelandic primary 
processed salmon following the Transaction .55 This same customer states: “ Based 
on our  experience from consolidation in the UK farming area, we are concerned 
that FNAS from Iceland will increase in price. There are indications that 
consolidation in the UK market has led to less competition and more a more 
challenging sourcing ”56 
(40) Finally, it is unlikely that any new competitor would exert significant pressure on 
the Parties in the next years. Icelandic salmon is currently a market under 
development, and as this market develops, capacity will grow.  Therefore, the 
Icelandic salmon pro duction is expected to increase, and as it increases, it is 
possible that new competitors would enter the market. However, the barriers to 
entry are rather high in this market.  The Parties already have  a sign ificant 
infrastructure in place, such as for example primar y processing facilities and a sales 
                                                 
51  Responses to questionnaire Q2 to competitors, question 14; Responses to questionnaire Q1 to 
customers, question 11.  
52  Responses to questionnaire Q1 to customers, question 18.1.  
53  Non-confidential minutes of a conference call with a customer  on 31 May 2022, paragraph  11. 
54  See M.6850 – Marine Harvest/Morpol . 
55  Non-confidential minutes of a conference call with a customer  on 31 May 2022, paragraph  11.  
56  Responses to questionnaire  Q1 to customers, question 26.1.  
 
 
 
12 
 organisation.57 Furthermore, it takes approximatively two to three  years for salmon 
to be mature enough for slaughter.58 It would therefo re take a number of years for 
a producer  having been awarded farming licences to be able to reach the market.  
This is further  evidenced by the fact that Háafell , the newest entrant in the 
Icelandic salmon market, currently has capacity licences for salmon farming, but 
does not yet produce salmon . Therefore, it is likely that it would be a number of 
years before a new farmer could produce Icelandic salmon in volumes meaningful 
enough to significantly constrain the Parties.   
(41) Finally, a majority of customers having expressed their opinion have indic ated that 
they expect a price increase for salmon farmed and primary processed in Iceland 
following the Transaction.59 
4.3.1.3.4.  Conclusion  
(42) Based on the above, and in particular in the light of (i) high combined market 
shares of the Parties and a significant increase  of concentration level of the market, 
(ii) closeness of competition between the Parties pre -Transaction, (iii) the costs and 
barriers to entry that potential competitors  are facing and (iii) the limited numbers 
of alternatives , the Commission concludes th at the Transaction raises serious 
doubts  as to its compatibility with the internal market and with the functioning of 
the EEA Agreement for the EEA market  for farming and primary processing of 
Icelandic salmon.  
4.3.2.  Farming and primary processing of salmon in Norway  
(43) When considering primary processed salmon farmed in Norway, the Transaction 
would not lead to a horizontally affected market in Norway overall . Only  in 
a plausible segmentation of the product market between salmon farmed in North 
Norway and in South Norway, would North Norway be a horizontally affected 
market with a combined market share of [20-30]% (capacity) and [20-30]% 
(production) . The merged entity  would become the largest producer of primary 
processed salmon in North Norway.  The production of primary processed salmon 
farmed in Norway totals approx. EUR 8 billion, of which EUR 5.1 billion for North 
Norway.  
                                                 
57  Form CO, paragraph 26 and footnote 158.  
58  Form CO, para graph  147. 
59  Responses to questionnaire Q1 to customers, question 26.  

 
 
 
14 
 (48) Therefor e, the Commission considers  that the Transaction does not give rise to 
serious doubts about its compatibility with the internal market due to unilateral 
effects on the market for the farming and primary processing of Norwegian salmon.  
4.3.2.2.  Coordinated effects  
(49) The Commission has investigated potential coordinated effects resulting  from the 
Transaction, based on the market structure, indications of past collusion in the 
market and concerns voiced by customers , in the market for farming and primary 
processing of Norwegian salmon . The following sections detail the legal 
framework, the Notifying Party’s argument and the Commission’s assessment of 
such coordinated effects.  
4.3.2.2.1.  Legal Framework  
(50) In some markets the structure may be such that firms would consider it possibl e, 
economically rational, and hence preferable, to  adopt on a sustainable basis 
a course of action on the market aimed at sellin g at increased prices through 
a coordination of their behaviour.64 A merger may increase the likelihood that firms 
are able to co ordinate their behaviour and raise prices, even without entering into 
an agreement or resorting to a concerted practice within the meaning of Article 101 
TFEU. A merger may also make coordination easier, more stable or more effective 
for firms that were al ready coordinating before the merger, either by making the 
coordination more robust or by permitting firms to coordinate on even higher 
prices.65 
(51) Coordination may take various forms. In some markets, the most likely form of 
coordination may involve keeping prices above the competitive level. Coordinating 
firms may also limit production or capacity, divide the market, for instance by 
geographic area or other customer characteristics, or allocate contracts in bidding 
markets.66 
(52) Coordination is more likely to em erge in markets where it is relatively simple to 
reach a common understanding on the terms of coordination. In addition, three 
conditions are necessary for coordination to be sustainable. First , the coordinating 
firms must be able to monitor to a sufficien t degree whether the terms of 
coordination are being adhered to. Second , discipline requires that there is some 
form of credible deterrent mechanism that can be activated if deviation is detected. 
Third , the reactions of outsiders, such as current and futu re competitors not 
participating in the coordination, as well as customers, should not be able to 
                                                 
64  Horizontal Merger Guidelines, paragraph 39.  
65  Judgment in Bertelsmann and Sony Corporation of America v Impala , C-413/06 P, EU:C:2008:392,  
paragraph 122; Horizontal Merger Guidelines, paragraph 39.  
66  Horizontal Merger Guidelines, paragraph 40.  
 
 
 
15 
 jeopardise the results expected from the coordination.67 In applying those criteria, it 
is necessary to avoid  a mechanical approach involving the separate veri fication of 
each of those criteria taken in isolation, while taking no account of the overall 
economic mechanism of a hypothetical tacit coordination.68 
(53) In examining the possibility and sustainability of coordination, the Commission 
should specifically cons ider the changes that the Transaction brings about. The 
reduction in the number of firms in a market may, in itself, be a factor that 
facilitates coordination. However, a merger may also increase the likelihood or 
significance of coordinated effects in oth er ways. For instance, a merger may 
involve a ‘maverick’ firm that has a history of preventing or disrupting 
coordination, for example by failing to follow price increases by its competitors, or 
has characteristics that gives it an incentive to favour diff erent strategic choices 
than its coordinating competitors would prefer. If the merged firm were to adopt 
strategies similar to those of other competitors, the remaining firms would find it 
easier to coordinate, and the merger would increase the likelihood,  stability or 
effectiveness of coordination.69 
4.3.2.2.2.  The Notifying Party’s Arguments  
(54) According to the Notifying Party, the Transaction does not give rise to coordinated 
effects because the market for farming and primary processing of Norwegian 
salmon is not condu cive to coordination and the Transaction would not increase the 
likelihood of coordination.70  
(55) The Notifying Party argues that absent explicit coordination or illegal exchanges of 
information the market for farming and primary processing of Norwegian salmon  is 
not prone  to coordination. First , according to the Notifying Party, the market is too 
fragmented  for coordination to be sustainable  with many materially sized players 
farming or exporting salmon . Second , the Notifying Party submits that any group 
seeki ng to coordinate would be  not able to find a suitable focal point for co -
ordination, in light of weekly bilateral price negotiations between suppliers and 
customers and significant weekly price fluctuations. Third , the Notifying Party 
argues that suppliers  outside the coordinating group, including smaller salmon 
farmers, would be likely to defeat any attempt to coordinate by large firms.  
(56) The Notifying Party further submits that the Transaction would not increase the 
likelihood of coordination in the market  for farming and primary processing of  
                                                 
67  Judgment of 6 June 2002, Airtours v Commission , T-342/99, EU:T:2 002:146, paragraph 62; 
Judgment in Bertelsmann and Sony Corporation of America v Impala , C-413/06 P, EU:C:2008:392,  
paragraph 123; Horizontal Merger Guidelines, paragraph 41.  
68  Judgment in Bertelsmann and Sony Corporation of America v Impala , C-413/06 P, EU:C:2008:392,  
paragraph 125 . 
69  Judgment in Bertelsmann and Sony Corporation of America v Impala , C-413/06 P, EU:C:2008:392,  
paragraph 125 . 
70  PN RFI 3 Q13 Annex 40; Letter  submitted by the Notifying Party on 10 October 2022,  Schedule 2.  
 
 
 
16 
 Norwegian salmon. First , according to the Notifying Party, the impact of the 
Transaction on the market structure and on links between competitors would not be 
material, especially because of the number of remaining large, mid -sized and small 
competitors. Second , the Notifying Party argues that NTS does not have a distinct 
role in the market and there are a number of other materially sized players that are 
not vertically integrated into secondary processing (like NTS).  
4.3.2.2.3.  The Commission’s assessment  
4.3.2.2.3.1.  The market for farming and primary processing of Norwegian salmon 
has been prone to coordination in th e past  
(57) On an introductory n ote, it has to be noted that there are certain indications  of past 
coordination in the market for farming and primary processing of  Norwegian 
salmon. Such past behaviour is important evidence when assessing coordinated 
effects, in particular if market char acteristics have not changed appreciably or are 
not likely to do so in the near future .71  
(58) First , in 1992, the Commission found that the associations of Norwegian and 
Scottish salmon farmers infringed Article 85 of the EEC treaty by fixing prices for 
farmed  salmon. According to the Commission’s decision, the associations set 
a minimum price for Norwegian salmon and agreed on a price premium for 
Scottish salmon . 72 
(59) Second , there are a number of further investigations and private litigation 
procedures based on allegations of collusion between Norwegian salmon farmers.  
In 2019, the Commission carried out unannounced inspections at the premises of 
several  companies active in the sector of farmed Atlantic salmon based on concerns 
over a potential infringement of Ar t. 101 TFEU.73 Similarly, the US Department of 
Justice appears to investigate  potential price -fixing between Norwegian farmers of  
North Atlantic salmon.74 Finally, this year, a number of larger Norwegian salmon 
farmers, including the Notifying Party, settled  two class actions brought by direct 
and indirect customers in the United States alleging price collusion between 
Norwegian salmon farmers.  One of these settlement s covered salmon purchases 
between  April 10, 2013 and October 2022 .75  
(60) Third , in the Commissio n’s market investigation concerning this Transaction, 
several customers voiced concerns over possible collusion between Norwegian 
                                                 
71  Horizontal Merger Guidelines , paragraph 43.  
72  Commission decision of 30 July 1992, 92/444/EC, OJ L 246/37.  
73  Press release of 19 February 2019 
(https://ec.europa.eu/commission/presscorner/detail/en/STATEMENT 19 1310 ).  
74  See, for example: https://www.seafoodsource.com/news/ supply -trade/us -launches -investigation -into-
mowi -price -fixing -allegations   
75  See, for example: https://www. seafoodsource.com/news/business -finance/norwegian -salmon -giants -
reach -usd-33-million -settlement -in-price -fixing -lawsuit   
 
 
 
17 
 salmon farmers on prices as well as harvest volumes. One customer mentioned a 
“suspcision [sic] of alignment between suppliers ”76, another one explained “[w]e 
all suspect a price pact ”77. Another customer stated: “[P]rice levels are unusually 
homogenous in the market for farmed salmon. Indeed, from supplier to supplier, 
prices rarely differ, and, according to the Company, it is ver y difficult to get a 
lower price from a separate supplier. […] it is possible that the salmon price may 
be open to manipulation by the salmon farmers .”78  
(61) The Commission notes that none of the more recent  investigations or allegations , 
have, at least so far, led to a finding of collusion between Norwegian salmon 
farmers. The Commission has therefore not drawn any conclusions whatsoever 
from these investigations or litigation procedures, but instead conducted an 
independent investigation  of possible coordinated effects . 
4.3.2.2.3.2.  The market for the farming and primary processing of Norwegian 
salmon appears to be generally  transparent  
(62) According to the Commission’s market investigation, t he market for the farming 
and primary processing of Norwegian s almon, in particular the prices achieved and 
volumes sold, is generally  transparent.  
(63) First , numerous detailed price and volume  indices  are published every week. 
Primary processed Norwegian salmon is sold either on the spot market or under 
long term contra cts, usually via bilateral agreements between suppliers and 
customers. Most sales take place on the weekly spot market, the historic and 
anticipated spot market prices also appear to be the basis for most long term 
contracts.79 Detailed b enchmark spot price  and volume  indices are published  on 
a weekly basis for various salmon weight classes  by Nasdaq, Fish Pool and the 
Norwegian Central Statistics Bureau (SSB). These indices are directly or indirectly  
based on actual transaction data submitted by suppliers o f Norwegian primary 
processed salmon and published a few days or up to 2 weeks after the transaction 
has taken place.80 While such indices are historic and aggregated, they give a clear 
picture of prices and volumes, on a weekly basis, and the respective trends.  
(64) Second , suppliers of primary processed Norwegian salmon trade to a significant 
exten t amongst each other. Such trades take place either for the purposes of directly 
selling the primary processed salmon on to customers (for example to fulfil 
existin g contracts) or to use the additional salmon for their secondary processing. 
One of SalMar’s largest customers of primary processed Norwegian salmon […]. 
                                                 
76  Response to questionnaire Q1 sent to customers , question 23.1 . 
77  Responses to questionnaire Q1 sent to customers, question 23.1, tr anslation of “ Todos dudamos de un 
pacto de precios ”. 
78  Minutes of a call with a customer on 30 June 2022, paragraph 13.  
79  Form CO, paragraphs 506 -510. 
80  Form CO, paragraph 515.  
 
 
 
18 
 SalMar also sells to […].81 NTS sells […] volumes of primary processed 
Norwegian salmon to […].82 These cross -sales could allow suppliers to draw 
certain conclusions as to the prices and available volumes of primary processed 
Norwegian salmon at a given point in time.  
(65) Third , many farmers of Norwegian salmon seem to be related by joint operations or 
sharehol dings. It appears to be common for Norwegian salmon farmers to share or 
use each other’s primary processing facilities (i.e. slaughterhouses). For example, 
SalMar and Leroy, currently the second largest farmer of Norwegian salmon, 
jointly own and jointly use two large primary processing plants in Norway 
(Kirkenes Processing and Romsdal Processing) .83 Such joint slaughtering 
operations could allow the participating competitors to receive  information on each 
other’s production volume (e.g. weekly slaughtering output).  
(66) Fourth , market participants indicate that Norwegian salmon farmers sometimes  
coordinate their production  within one production zon e. One competitor explained 
that it coordinates its production planning for purposes of bio -planning and disease 
control with SalMar. According to this competitor, the information shared between 
the companies includes the amount of salmon which is in the pens at a given time. 
The competitor explained that this joint production planning allows farmers within 
one regio n to know when each will harvest their salmon. According to the 
competitor, such production planning is mandated by Norwegian regulations.84 The 
Notifying Party submits that Norwegian law mandates salmon farmers within one 
production zone to engage in discu ssions and planning to safeguard the 
environment, prevent the spread of diseases and protect the wild salmon 
population. According to the Notifying Party, participating farmers exchange 
information on disease outbreaks, parasite levels, treatments, options  to improve 
biosecurity, the implementation and agreement of resting periods, but not on actual 
production volumes.85 In any event, it cannot be excluded that farmers within one 
production zone can deduct certain information on each other’s production and 
output trends.  
4.3.2.2.3.3.  Customers do not consider  the market for farming and primary 
processing of Norwegian salmon to be very competitive  
(67) The market for farming and primary processing of Norwegian salmon does not 
appear to be very competitive. According to a major ity of customers  who expressed 
an opinion , the prices for Norwegian primary processed salmon are generally 
aligned.86 Almost half of the customers who expressed an opinion in the 
                                                 
81  Form CO, paragraphs 643 -646. 
82  Form CO, schedule 95.  
83  Form CO, paragraph 26.  
84  Non-confidential minutes of a conference call with a competitor on 29 August 2022, paragraph 5.  
85  Form CO, paragraphs 808 -830. 
86  Responses to questionnaire Q1 sent to customers , questions 21 and 24.  
 
 
 
19 
 Commission’s market investigation explained that they receive competing offers  
for Norwegian primary processed salmon only sometimes or rarely.87 Customers 
explained “ [t]he differences have reduced in offers [for Norwegian salmon] over 
the last years ”, “[t]heir offers are usually similar ”, “[e]very day there are fewer 
offers and all more and more similar ”, and “[w]e are hardly getting different 
competitive price and volume offers from Norwegian suppliers” .88 At the same 
time, a majority of customers consider that the market for farming and primary 
processing of Norwegian salmon is beco ming more concentrated.89 While 
customers cite supply a nd demand as the most common reasons for  recent price 
trends, concentration levels, alignment between suppliers and market transparency 
are also seen by customers as factors contributing to recent price  trends.90 
4.3.2.2.3.4.  Smaller farmers appear to exert limited competitive constraints  
(68) There are indications that smaller farmers of Norwegian salmon do not exert 
significant competitive constraints and in particular pricing power. Such smaller 
farmers with a market sh are of less than 5% make up [40-50]% of the market.  
(69) First,  the smaller farmers do  often not sell and export their salmon themselves. 
Instead, they sell via independent exporters or large farmers. For example, 
companies such as NTS and Lerøy sell large volumes of primary processed salmon 
procured from other farmers.  According to the replies to the Commission’s market 
investigation, s maller farmers (i.e. with a market share of less than 5%) tend to sell 
the majority of their output via third parties , ofte n larger farmers .91 The majority of 
competitors who expressed an opinion  explained  that it is the third party that sets 
the selling price , either alone or in combination with the farmer, when selling via 
third parties.92 These sales for smaller farmers could  therefore increase the pricing 
power of larger farmers, and to a limited extent of exporters.  
(70) Second , large customers (e.g. retail chains or secondary processors), indicate that 
their demand and logistical requirements (e.g. weekly deliveries) cann ot alwa ys 
and reliably be met by smaller farmers . While a majority of customers, including 
large ones, generally buy from more than five suppliers93, and at least sometimes 
also from small farmers94, they cannot always do so.  The majority of customers 
who expressed  an opinion does not consider smaller farmers an alternative to larger 
farmers in terms of volume.95 Many customers explain that smaller farmers are not 
able to offer sufficient and stable quantities all year round , on a weekly basis . One 
                                                 
87  Responses to questionnaire Q1 sent  to customers , question 22.  
88  Responses to questionnaire Q1 sent to customers , question 23.1 . 
89  Responses to questionnaire Q1 sent to customers , question 21.  
90  Responses to questionnaire Q1 sent to customers, question 23.  
91  Responses to questionnaire Q2 sent to competitors, question 23.  
92  Responses to questionnaire Q2 sent to competitors, question 23.1.  
93  Responses to questionnaire Q1 sent to customers, question 13.  
94  Responses to questionnaire Q1 sent to customers, question 14.  
95  Responses to que stionnaire Q1 sent to customers, question 15.  
 
 
 
20 
 customer explained  “As [a large] independent purchaser of FNAS, the smaller 
players are not capable to deliver in an efficient manner the total needs of the 
company based on supply 365 days a year. ”96  
(71) Third , smaller farmers appear to be mainly price followers without negoti ating the 
price for primary processed salmon.  The majority of customers and competitors  
who expressed an opinion  consider that small farmers as well as exporters and 
traders have low or no pricing power.97 The pricing power of the larger, i.e. the 
largest f ive farmers of Norwegian salmon, is high according to a majority of 
customers and competitors.98 Many customers replied that the smaller farmers 
simply follow the price negotiated and set by the larger farmers. One customer 
stated: “ As more and more big pla yers are becoming even more bigger by aligning 
all possible farmers together we are experiencing that the pricing power are 
among TOP 3 -5 players. ”99 Another one replied “ The big players set the price. 
Traders follow supply and demand. Smaller farmes  [sic]  and exporters have 
moderate to low power. ”100 A further customer explained “Except the big ones the 
others sit and wait for signals in the markets, normally based on sold volumes from 
bigger actors. ”101 
4.3.2.2.3.5.  Customers are concerned of  an increased risk of coordination 
following the Transaction  
(72) A majority of customers expressed concerns in the Commission’s market 
investigation as to the effects of the Transaction. More generally, a  majority of 
customers expect that prices for primary processed Norwegian salm on would 
increase as a result of the Transaction.102 Specifically looking at coordinated 
effects, a  majority of customers believe that the Transaction would make it easier 
for farmers of primary processed Norwegian salmon to be aware of each other’s 
competit ive position and price .103 
(73) Most concerns were linked to the increase in concentration levels as well as the 
increased risk of coordination following the Transaction. Customers stated, for 
example, “ [t]hey will have more informations [sic] because less suppli ers on the 
marker [sic] due to concentrations ”, “smaller number of people can discuss and 
align / the transaction will make it easier for them to align ”, To [sic]  much power 
for 1 company, to  [sic]  big inpect on the market ”, “Less competitive market for 
                                                 
96  Response to questionnaire Q1 sent to customers Q2, question 15.1.  
97  Responses to questionnaire Q1 sent to customers, question 25; Responses to questionnaire Q2 sent to 
competitors, question 24.  
98  Responses  to questionnaire Q1 sent to customers, question 25; Responses to questionnaire Q2 sent to 
competitors, question 24.  
99  Response to questionnaire Q1 sent to customers, question 25.1.  
100  Response to questionnaire Q1 sent to customers, question 25.1.  
101  Resp onse to questionnaire Q1 sent to customers, question 25.1.  
102  Responses to questionnaire Q1 sent to customers, question 26.  
103  Responses to questionnaire Q1 sent to customers, question 29.  
 
 
 
21 
 purchasing ”, and “we will have one less supplier that have been our 2. biggest 
supplier last 5 years .”104 
4.3.2.2.3.6.  Overall, the risk of tacit collusion does not seem to increase  due to  the 
Transaction  
(74) Based on the above , the market for farming and primary processing of  Norwegian 
salmon appears to be generally prone  to coordination. There are indications and 
allegations of past collusion in the market (see Section 4.3.2.2.3.1  above), the 
market is relatively transparent (see Section 4.3.2.2.3.2  above), customers do not 
perceive the market to be very competitive (see Section 4.3.2.2.3.3  abov e) and 
a large portion of market players does not appear to exert any competitive 
constraint or pricing power (see Section 4.3.2.2.3.4  above). The somewhat 
differentiated role of NTS (see paragraphs 78 -80 below ) and concerns from 
customers (see Section 4.3.2.2.3.5  above) seem to indicate that the Transaction 
could contribute to a risk of coordination.  
(75) However, in light of the legal framework outlined in Section 4.3.2.2.1  above, the 
Commission does not consider that there is sufficient evidence to find that the 
Transaction gives rise to serious doubts about its compatibili ty with the internal 
market because it would increase the possibility and  sustainability of tacit 
collusion.  
(76) First , it appears  difficult for suppliers to coordinate tacitly  on prices and to monitor 
whether the terms of coordination are being adhered to. P ublished price indices 
only provide an aggregated and historic view, while potential information from 
cross -sales and joint -shareholdings would only represent a certain fragment of the 
market  (for example, SalMar’s sales to competitors in 2021 represented less than 
[…]% of its total sales) .105 More importantly, prices for primary processed 
Norwegian salmon fluctuate significantly every week.  According to data provided 
by the Notifying Party, between January 2019 and September 2022 prices 
fluctuated by more th an 5% in half of the weeks and by more than 10% in 15% of 
the weeks.106 This considerable volatility means that both the competitive and the 
optimal coordinated price would likely need to be different week by week, which 
would make it difficult to coordinate  – absent direct discussions – as well as to 
monitor behaviour of other suppliers.  
(77) Second , numerous other suppliers exist and they may either deviate from 
a coordinated policy or simply not join  it and therefore jeopardise it. The Parties’ 
market shares are limited and amount to no more than 25% under any conceivable 
market definition. Following the Transaction, there exists one equally large 
supplier, Mowi, as well as at least two further mid -sized suppliers, Leroy and 
                                                 
104  Responses to questionnaire Q1 sent to customers, questions 29.1  and 30.1.  
105  Form CO, paragraphs 640 -643. 
106  Submission of the Notifying Party on 10 October 2022, Schedule 2 , paragraph 11.  
 
 
 
22 
 Cermaq. While the smaller farmers might not exert significant pricing power, their 
overall output remains significant amounting  to [40-50]% of the market. Any  tacit 
common policy, e.g. on prices, would naturally be difficult to est ablish and 
maintain in such a fragmented market.  
(78) Third, it appears unlikely that this specific Transaction , i.e. the acquisition and 
removal of NTS as an independent supplier,  would significantly change the market 
structure and thereby increase the risk o f tacit coordination , given the limited size 
of NTS . While, as further shown below,  NTS might have a somewhat differentiated 
role in the market  from a structural perspective , its size and significan ce are limited 
and would not lend any structural peculiari ties any significant weight. Furtherm ore, 
and as explained below , the Commission has  received  no indication in the market 
investigation that NTS currently plays a role in the market whereby it could or 
would disrupt any potential coordination.  Therefore, t he Transaction would not 
make it more likely or sustainable to sustain tacit collusion in the market for 
farming and primary processing of Norwegian salmon.  
(79) It is true that  certain structural characteristics could differentiate NTS from other 
suppliers of primary processed Norwegian salmon. NTS and in particular its 
subsidiary NRS  trade significant volumes of salmon. 66% of NRS’ sales of primary 
processed Norwegian salmon in 2020 were traded volumes, i.e. salmon not farmed 
by NRS itself.107 These sales are no t reflected in the capacity -based market shares 
outlined in Table 2 above. […]. This trading activity exposes NRS to significantly 
more  competitive interactions, i.e.  sales, than indicated by its capacity -based 
market shares. In addition, NTS does  not have  any own secondary processing 
facilities. NTS and its subsidiaries therefore need to sell all their weekly output of 
primary processed salmon on the market. Unlike other large farmers such as 
SalMar or Mowi, NTS cannot captively use its salmon for secondar y processing if, 
for example, the prices for primary processed salmon are low at a given point in 
time. A majority of customers explained that they prefer to buy from a farmer 
which is not active in secondary processing (and therefore not a competitor of t hem 
on this market level).108  
(80) However, NTS is only the fifth largest supplier by output and not considered a key 
player by most market participants . The majority of customers who expressed an 
opinion do not list NTS (or its subsidiaries NRS an d SalmoNor) as  one of the 
top 5 suppliers of primary processed Norwegian salmon.109 Therefore, even though 
NTS trades large amount s of salmon which are not reflected in the current market 
shares, the market investigation has shown that from a customer perspective, NTS’ 
trading activity does n ot seem to lend it significant market power beyond what is 
indicated by its output based market shares.  Therefore, and given NTS’s low 
market power as shown above, the Commission considers it unlikely that the 
                                                 
107  Form CO, footnote 60 .  
108  Responses to questionnaire Q1 sent to customers , question 19.  
109  Responses to questionnaire Q1 sent to customers , question 1 1. 
 
 
 
23 
 Transaction would alter t he current market structure in a manner that would render 
tacit collusion more likely or sustainable.  
(81) Furthermore, based on NTS’ current market role, the Commission considers that its 
removal from the market does not appear to increase the possibility and 
sustainability of coordination. Firstly , there will be post -Transaction several 
players remaining who are not or to a limited extent vertically integrated into 
secondary processing, like NTS (e.g. Grieg , Nordlaks, Bremnes, and Måsøval ). 
Therefore, it canno t be said that NTS’s business model is unique in this market.110 
Secondly , in the market investigation, a majority of customers having expressed 
their opinion indicated that prices between suppliers are generally aligned. 
Therefore, given that neither NTS’ p ricing nor its business model appear to be 
unique in the market, it cannot be said that it is likely to act in a manner that would 
disrupt tacit coordination. Indeed, NTS does n ot appear to play the role of 
a ‘maverick’ in this market, either because it has a history of differentiated pricing, 
or because it has characteristics that gives it an incentive to favour different 
strategic choices. Therefore, the Commission considers that it is unlikely that the 
remov al of NTS from the competitive landscape would increase the possibility and 
sustainability of coordination . 
4.3.2.3.  Conclusion  
(82) Overall, the Commission considers – on th e basis of the information available to it, 
and in particular in view of the Parties’ moderate c ombined market shares and the 
existence of numerous other suppliers, large and small – that the Transaction does 
not give rise to serious doubts about its compatibility with the internal market due  
to unilateral effects on the market for the farming and pr imary processing of 
Norwegian salmon.  
(83) Moreover, while the  Commission’s  market investigation has revealed that this 
market is prone to coordination – before and likely also following the Transaction , 
the Commission considers that , given (i) that it is dif ficult for suppliers to 
coordinate tacitly on prices and to monitor whether the terms of coordination are 
being adhered to, (ii) that numerous other suppliers exist and they may deviate 
from a coordinated policy or simply not join it and therefore jeopardi se it, and (iii) 
that NTS does not seem to play a role in the market whereby it could impede 
potential tacit coordination, either via a dif ferentiated business model or 
a differentiated sales strategy, the Transaction would not make coordination easier, 
more stable, or more effective,  and therefore does not give rise to serious doubts 
about its compatibility with the internal market due to coordinated effects on the 
market for the farming and primary processing of Norwegian salmon . 
                                                 
110  Submission of the Notifying Party on 10 October 2022, Schedule 2, paragraph 8.  
 
 
 
24 
 5. VERTICAL RELATIONSHIPS  
(84) ScaleAQ, which belongs to the same group of companies as SalMar, is a global 
provider of cameras and pens for the aquaculture industry. C ameras include various 
sensors and are used for monitoring the farming and feeding process, as well as the 
total biomas s in a pen and the condition of the fish. While camera systems are 
speciali sed to be used in the aquaculture industry, there are no differences between 
cameras used for salmon farming and those used in farming of other fish species. 
Pens’  primary function is to support the net and thereby contain the fish herd.  
(85) There  is therefore a vertical link between (i) the production and supply of cameras 
and pens for the aquaculture industry upstream and (ii) the farming and primary 
processing  of Icelandic  salmon and farming and primary processing of Norwegian  
salmon downstream , given that NTS is active in these markets .  
5.1. Product market definition  
(86) There are no relevant past Commission decisions  concerning either camera systems 
or pens for the aquaculture industry.  
(87) The Notifying Party submits that the relevant product market s are  the market for 
the supply of pens for the aquaculture industry  and the market for the supply of 
cameras for the aquaculture industry.  
(88) In any case, it is not necessary to conclude on the exact  product market definition , 
as the outcome of the assessment of the Transaction remains the same under all 
plausible market definitions, regardless of whether the supply of cameras  and pens 
for the aquaculture industry constitute  one product market  or separate product 
market s.  
5.2. Geographic market definition  
(89) There  are no relevant past Commission decisions  concerning either camera systems 
or pens for the aquaculture industry.   
(90) The Notifying Party submits that the geographic market for cameras systems is 
global, based on the following elements . ScaleAQ and its competitors supply 
underwater camera systems for the aquaculture industry on a global basis. Camera 
systems are purchased either as a result of a tender process or as call -off under 
existing framework agreements which invites all players to present an offer 
regardless of their location. Further, regulatory standards among different 
jurisdictions show no differences for underwater camera systems. Similarly, the 
Parties argue that  the market for pens is g lobal. Pens are purchased either  as 
a result of a tender process or as a call of from an existing non -exclusive 
framework agreement. Components used in the manufacture of pens are sourced 
from sub -suppliers, which are located in various countries. Componen ts are then 
usually assembled at an appropriate facility closer to the location of the farm. In 
countries where a supplier has no facility, the supplier will perform the assembly 

 
 
 
26 
 purchased.116 In that sense, as demand is becoming  more limited , there is likely an 
overcapacity to supply and it is likely that competition will intensify . It is therefore 
unlikely that the merged entity  would be able to foreclose its rivals  on the plausible 
product market (s), as rivals to the merged entity  would lik ely be able to cover all or 
most of the demand  for pens . Finally, when asked, a majority of competitors 
having expressed their opinion did not expect the Transaction to have an impact on 
the market (s) for the supply of cameras and pens for the aquaculture industry.117  
(94) Therefore, given  (i) the lack of concerns raised by customers  and (ii) the Parties’ 
limited ability to foreclose their rivals , the Commission concludes that the 
Transaction does not raise serious doubts as to its compatibility with the internal  
market in relation to the vertical link between the supply of cameras and of pens for 
the aquaculture industry  (upstream) and the farming and primary processing of 
Icelandic salmon and farming and primary processing of Norwegian salmon 
(downstream) .  
6. COMMITMENTS  
6.1. Framework for the assessment of the commitments  
(95) Where a notified concentration raises serious doubts as to its compatibility with the 
internal market, the parties may undertake to modify the concentration to remove 
the grounds for the serious d oubts identified by the Commission. Pursuant to 
Article 6(2) of the Merger Regulation, where the Commission finds that, following 
modification by the undertakings concerned, a notified concentration no longer 
raises serious doubts, it shall declare the con centration compatible with the internal 
market pursuant to Article 6(1)(b) of the Merger Regulation.  
(96) As set out in the Commission's Remedies Notice, 118 the commitments proposed by 
the parties have to eliminate the competition concerns entirely, and have to be 
comprehensive and effective from all points of view. 119 Moreover, commitments in 
Phase I can only be accepted where the competition problem is readily identifiable 
and can easily be remedied. The competition problem therefore needs to be so 
straightforwa rd and the remedies so clear -cut that it is not necessary to enter into an 
in-depth investigation and that the commitments are sufficient to clearly rule out 
“serious doubts” within the meaning of Article 6(1)(c) of the Merger Regulation.120 
(97) In assessing whe ther the proposed commitments will maintain effective 
competition, the Commission considers all relevant factors, including the type, 
                                                 
116  Non-confidential minutes of a conference call with a competitor  on 10 May 2022, paragraph  13.  
117  Responses to questionnaire Q2 to competitors, question 28.  
118  Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (OJ C 267, 22.10.2008, p. 1 -27), the ‘Remedies Notice’.  
119  Remedies Notice, paragraphs 9 and 61.  
120  Remedies Notice, parag raph 81.  
 
 
 
27 
 scale and scope of the proposed commitments with reference to the structure and 
the particular characteristics of the mark et in which the competition concerns arise, 
including the position of the parties and other participants on the market.121  
(98) In order for the proposed commitments to comply with those principles, they must 
be capable of being implemented effectively within a short period of time.122 
(99) Concerning the type of acceptable commitments, the Merger Regulation gives 
discretion to the Commission as long as the commitments meet the required 
standards. Structural commitments will meet the conditions set out above only in so 
far as the Commission is able to conclude with the requisite degree of certainty, at 
the time of its Decision, that it will be possible to implement them and that it will 
be likely that the new commercial structures resulting from them will be 
sufficiently  workable and lasting to ensure that effective competition will be 
maintained.123 Divestiture commitments are normally the best way to eliminate 
competition concerns resulting from horizontal overlaps.  
(100)  The divested activities must consist of a viable busines s that, if operated by a 
suitable purchaser, can compete effectively with the merged entity on a lasting 
basis and that is divested as a going concern. The divested business must include 
all the assets which contribute to its current operation or which are  necessary to 
ensure its viability and competitiveness and all personnel which are currently 
employed or which are necessary to ensure the business' viability and 
competitiveness.124 
(101)  The intended effect from the divestiture will only be achieved if and once the 
divested business is transferred to a suitable purchaser in whose hands it will 
become an active competitive force in the market. The potential of a business to 
attract a suitable purchaser is an important element of the Commission's assessment 
of the appropriateness of the proposed commitment.125 
(102)  Even though normally the divestiture of an existing viable stand -alone business is 
required, the Commission, by observing the principle of proportionality, may also 
advise the parties to consider the divestiture  of businesses which have existing 
strong links or are partially integrated with businesses retained by the parties and 
therefore need to be ‘carved out’ in those resp ects. Conversely, carving -out 
a business from the scope of the commitments can only be ac cepted by the 
Commission if it can be certain that, at least at the time when the business is 
transferred to the purchaser, a viable business on a stand -alone basis will be 
                                                 
121  Remedies Notice, paragraph 12.  
122  Remedies Notice, paragraph 9.  
123  Remedies Notice, paragraph 10 . 
124  Remedies Notice, paragraphs 23 -25. 
125  Remedies Notice, paragraph 47.  
 
 
 
28 
 divested and the risks for the viability and competitiveness caused by the carve -out 
will thereby be reduced to a minimum.126 
6.2. Procedure  
(103)  On 3 October 2022, the Commission informed the Parties of the serious doubts 
regarding farming and primary processing of Icelandic salmon arising from the 
preliminary assessment of the Transaction during a  ‘State of Play’ meeting.  
(104)  The Commission also informed the Parties during  the State of Play that it did not 
exclude preliminary competition concerns on the EEA -wide market for the farming 
and primary processing of Norwegian salmon based on coordinated effe cts. 
However, following  further investigation , these concerns were ultimately 
cleared .127  
(105)  In order to remove the serious doubts raised by the Transaction and to render the 
concentration compatible with the internal market, on 10 October 2022, the 
Notifying Party formally submitted a first set of commitments under Article 6(2) of 
the Merger Regulation.  SalMar proposed to i) divest NTS’ subsidiary Arctic Fish 
Holding AS and all of its direct and indirect subsidiaries (‘Arctic Fish  Holding ’), 
active in farming and primary processing of Icelandic salmon,  in order to alleviate 
the concerns regarding the market for farming and primary processing of Icelandic 
salmon, and ii) divest part of NTS’ sales and trading business for Norwegian 
salmon (‘NTS Trading Business ’) to alleviate any concerns regarding the market 
for farming and primary processing of Norwegian salmon .  
(106)  For the purpose of market testing, the Commission asked the Parties to limit the 
remedies to those proposed for Icelandic salmon , so that  the Commiss ion could 
continue to investigate the Transaction’s effects on competition on the market for 
farming and primary processing of Norwegian salmon , in parallel to the market 
testing of the remedy for Icelandic salmon . Following additional submissions from 
the Parties, and as explained in section 4.3.2 above, the Commission has concluded 
that no serious doubts arise on the market for the  production and s upply of farmed 
and primary processed  Norwegian salmon  in the EEA. The commitments  submitted 
with regard to N orwegian salmon by the Notifying Party were therefore not market 
tested .  
(107)  On 12 October 2022, SalMar submitted an updated remedy proposal consisting 
only of the divestment of Arctic Fish  Holding  (hereinafter called the ‘Initial 
Commitments’) . 
                                                 
126  Remedies Notice, paragraphs 35 -36. 
127  See paragraph 106  for more details.  
 
 
 
29 
 (108)  On 13 October  2022 , the Commission  launched a market test of the Initial 
Commitments in order to assess whether they were sufficient to remedy the serious 
doubts identified and described under Section 5 above.  
(109)  Following the feedback received through the market test128, the Notifying Party 
formally submitted amended commitments on 25 October  2022  (the ‘Final 
Commitments’). The Final Commitments are annexed to this decision129 and form 
an integral part thereof.  
6.3. The Proposed Commitments  
6.3.1.  Description of the Initial Commitmen ts 
(110)  The Initial Commitments consist of the divestiture of Arct ic Fish Holding , 
removing the complete overlap between the Parties’ activities in the market of 
Icelandic salmon. The assets to be divested under the Commitments are 
collectively referred to as t he ‘Divestment Business ’. Specifically, the following is 
included in the Di vestment Business:  
(a) The 16,346,824 shares in Arctic Fish  Holding , a private limited company 
incorporated under the laws of Norway, currently held  by NRS , but which 
will be owned by the Notifying Party as the legal successor of NRS at the 
time of  the divestiture ; and  
(b) The Divestment Business includes all assets and staff that contribute to the 
current operation or are  necessary to ensure the viability and competitiveness 
of the Divestment Business, in  particular (to the extent controlled by the 
Notifying Party):  
 the main tangible assets for the operation and function of the  
Divestment Business;  
 any and all databases, know -how and goodwill obtained by the  
operations by the Divestment Business;  
 any currently held licences, permits and authorisations required for  
the Divestment Business to carry on as a going concern;  
 all key contracts, leases, commitments and customer orders of the  
Divestment Business  and all customer, credit and other records of the  
Divestment Business; and  
  all p ersonnel  of the Divestment Business, including its k ey 
personnel.  
(111)  As the Divestment Business will come under the Notifying Party’s control post -
Transaction, the Notifying Party commit s, from the time of the adoption of the 
                                                 
128  Questionnaire Q3 sent to customers and competitors . 
129  The Final Commitments are annexed to this decision as Annex 1.  
 
 
 
30 
 Commission’s decision  in relation to the Transaction  until the transfer of the legal 
title to the Divestment Business to the p urchaser, to keep the Divestment Business 
separate from t he business(es) it is retaining.  
(112)  The Initial Commitments provide that the purchaser of the Divestment Business 
will meet the following criteria:  
(a) the purchaser shall be independent of and unconnected to the Notifying Party 
and its affiliated undertakings (this being assessed having regard  to the 
situation following the divestiture);  
(b) the purchaser shall have the financial resources, proven expertise and 
incentive to maintain and develop the Divestment Business as a viable and 
active competitive force in competition with the Parties and othe r 
competitors; and  
(c) the acquisition of the Divestment Business by the purchaser must neither be 
likely to create, in light of the information available to the Commission, 
prima facie competition concerns nor give rise to a risk that the 
implementation of th e Commitments will be delayed. In particular, the 
Purchaser must reasonably be expected to obtain all necessary approvals 
from the relevant regulatory authorities for the acquisition of the Divestment 
Business.  
(113)  The Notifying Party provides that the Divestm ent Business is a viable, profitable 
and competitive business. It is a publicly listed company, operating on a standalone 
basis, with board members and management obligated to independently safeguard 
its interests. It generated a turnover of EUR 58.6  milli on in 2021.  
6.3.2.  Results of the market test  
(114)  Overall, the results of the market test were positive. A majority of respondents 
forming an opinion on that question confirmed the suitability of the commitments , 
i.e. that their scope is appropriate to effectively eliminate the competitive concerns 
identified by the Commission.130 Indeed, a majority of participants having 
expressed their opinion consider that the Divestment Business would be able to 
effectively compete with Arna rlax in the production and sale of prima ry processed 
Icelandic salmon,131 and the majority of responding customers indicated that 
current customers would be ready to continue purchasing from Arctic Fish Holding 
after the divestment.132 
(115)  Market participants highlighted the importance of adequate acces s to primary 
processing facilities for the Divestment Busi ness. In particular, a majority of 
market participants having expressed their opinion indicated that the Divestment 
                                                 
130  Responses to questionnaire Q3 sent to customers and competitors, question 4.  
131  Responses to questionnaire Q3 sen t to customers  and competitors, question 5 . 
132  Responses to questionnaire Q3 sent to customers  and competitors, question 16.  
 
 
 
31 
 Business should have continued access to Arna rlax’s primary processing facility 
under fair and equitable market terms and conditions  until completion of its own 
primary processing facility , and that the successful completion of its own  primary 
processing facility would be needed for the Divestment Business to be a viable and 
effective c ompetitor to the Notifying Party.133 
(116)  With regard to the key personnel  that the Divestment Business would be retaining 
under the terms of the Initial Commitments, a majority of market participants 
having expressed their opinion highlighted that the Notifying Party should commit 
not to solicit this personnel for a duration of 12 months or more.134 
6.3.3.  The Commission’s assessment of the Initial Commitments  
(117)  As explained in Section 4.3.1.3.4  above, the Commission considers tha t the 
Transaction gives rise to  serious doub ts as to its compatibility with the internal 
market in relation to the production and sale of primary processed Icelandic 
salmon. The Divestment Business specified in the Final Commitments consists of 
the entire Icelandic salmon business of the Target, and  therefore removes the full 
overlap between the Parties in the markets where the Commission identified 
serious doubts stemming from the Transaction.  The Commission therefore 
considers that the Initial Commitments are suitable to entirely remove its 
prelimi nary competition concerns.  
(118)  In the market test, a majority of respondents forming an opinion on that question 
confirmed the suitability of the commitments , i.e. that their scope is appropriate to 
effectively eliminate the competitive concerns identified by the Commission.135 
Indeed, a majority of participants having expressed their opinion consider that the 
Divestment Business would be able to effectively compete with Arna rlax in the 
production and sale of primary processed Icelandic salmon ,136 and the  majority of 
responding customers indicated that current customers would be ready to continue 
purchasing from Arctic Fish after the divestment .137 
(119)  Furthermore, the Commission considers that the Divestment Business is viable and 
would allow the purchaser to compete eff ectively for the production and supply of 
primary processed Icelandic salmon.  
(120)  On the basis of information provided by the Notifying Party, the Commission notes 
that the Divestment Business is consistently profitable and a strong growth in 
revenues is forecasted in 2022 and 2023 compared to 2021.138 Moreover , the 
Divestment Business is expected to grow in the coming years, having applied for 
                                                 
133  Responses to questionnaire Q3 sent to customers and competitors, questions 5 and 6.  
134  Responses to questionnaire Q3 sent to customers  and competitors, question 15.  
135  Responses to questionnaire Q3 sent to customers and competitors, question 4.  
136  Responses to questionnaire Q3 sent to customers  and competitors, question 5 . 
137  Responses to questionnaire Q3 sent to customers  and c ompetitors, question 16.  
138  Form RM, Section 5.9 . 
 
 
 
32 
 further licences, and being in the  process of expanding both its smolt and its 
slaughtering capacities.139 Indeed, th e Icelandic market is currently undergoing a 
significant expansion of its capacity, and the Divestment Business expects to grow 
in line with this expansion.140 
(121)  Since  the Divestment Business  is a publicly listed company, it has a dedicated 
management team and  board members obligated to independently safeguard its 
interest. It is not dependent on NTS for the provision of any material products or 
services.141 Furthermore, the Divestment Business  currently has […], and is 
therefore independent from NTS for its sales. Furthermore, […] has indicated that 
it considers that the Divestment Business would be continue to be an attractive 
commercial partner post -divestment . Therefore , the Commission considers that the 
Dive stment Business is a sta ndalone business, which will remain a viable and 
active competitive force post -divestment.  
(122)  Nevertheless, the market test and the Commission’s investigation have revealed 
some risks associated with the Initial Commitments. Firstly , the Divestment 
Business and Arna rlax currently have a  joint arrangement under which Arnarlax 
and the Divestment Business have a share d time charter  for well boat services  
(including, among other things, cost sharing and use) . The Notifying Party commits 
to continue this arrangement on fair and equitable market conditions for […] 
months. However, in the market investigation, participants highlighted the 
importance of access to wellboat services . Indeed, as one customer explained , “[a]ll 
wellboats must be avai lable for all farmers in case of emergencies to take care of 
fish welfare, and always be able to transport the fish to the slaughtering house ”,142 
and a majority of participants having expressed their opinion consider that Arna rlax 
should offer wellboat services to the Divestment Business for at least […] 
months.143 
(123)  Secondly , as explained above, the Divestment Business currently uses the primary 
processing facilities of Arna rlax for the entirety of its salmon output . The 
Divestment  Business is currently in the process of constructing its own primary 
processing facility , scheduled for completion by the second quarter of 2023. The 
Divestment Business considers that the price it pays for this service is too high, and 
that the construct ion of its own facilities will reduce its cost base.144 Furthermore, 
in the market investigation, some customers have highlighted the importance of the 
Divestment Busin ess’ independence from Arna rlax, with one customer stating that 
“[the Divestment  Business’  primary processing plant]  will provide a service for 
many farmers, and at the same time increase competition and less dependence on 
                                                 
139  Form RM, Schedule 6, page 12.  
140  Form RM, Schedule 6, page 45.  
141  Form RM, Section 5.5.  
142  Responses to questionnaire Q3 sent to custo mers and competitors, question 10 .1.  
143  Responses to questionnaire Q3 sent to custo mers and competitors, question 10.  
144  Form RM, Schedule 6, page 23.  
 
 
 
33 
 Arnarlax`s facilities and packing priorities ”. 145 The completion and viability of 
this facility i s therefore important to en sure that t he purchaser of the Divestment 
Business would be able  to compete effectively for the production and supply of 
primary processed Icelandic salmon . 
(124)  Thirdly , in the market test, the majority of market participants havi ng expressed 
their opinion have highlighted that SalMar (including Arna rlax) would need to 
commit to not solicit the key personnel of the Divestment Business for a minimum 
of 12 months , in order for the Divestment Business to operate as a viable business 
and to compete effectively w ith Arna rlax on a lasting basis. Furthermore , as one 
market participant pointed out, “ access to key people is a limitation in Iceland ”.146 
In the Initial Commitments, the Notifying Party outlines a non -solicitation clause 
of the Key Personnel for a duration of 9 months.  
(125)  In view of the above, the Commission considers that the Initial Commitments need 
to be amended by additional safeguards that would (i) ensure the completion of the 
Divestment Business’ planned primary processed plant, in line with their pre -
divestment investment plans and (ii)  further assurances from the Notifying Party on 
a reinforcement of the non -solicitation  clause for personnel of the Divestment 
Business.   
6.3.4.  Description of the Final Commitments  
(126)  Following the results of the market test of the Initial Commitments, the 
Commission communicated the summary o f the observations made by  respondents 
to the market test  and its assessment to the Parties.  
(127)  In order to address those observations, the Notifying  Party formally submitted on 
25 October 2022 the Final Commitments, which include the amendments below.  
6.3.4.1.  Wellboats  
(128)  The Notifying Party commits to p rocure that Arnar lax makes its best effo rts to 
secure the continuation of – or mak e its best efforts  to procu re similar services to – 
the current joint arrangement it has with the Divestment Business  in respect to 
[…]), for a period of at least […] months from the c losing of the Transaction , 
provided that terms and conditions for such continuation (or similar ser vices) is 
based on fair  and equitable market terms and conditions.147 
6.3.4.2.  Slaughtering services  
(129)  In the Final Commitments, the Notifying Party commits to offer the purchaser, 
upon expiry on […] of the current agreement under which Arnarlax provides 
                                                 
145  Responses to questionnaire Q3 sent to customers and competitors, question 6.1 .  
146  Responses to questionnaire Q3 sent to custo mers and competitors, question 15 .1.  
147  Annex 1, Final Commitments, Schedule, point 2(g).  
 
 
 
34 
 slaughtering s ervices to the Divestment Business, to renew such arrangements on 
fair and equitable market terms and conditions, until […].148 
(130)  Furthermore, the Final Commitments specify that the Purchaser must confirm that 
it will support and not oppose the continued const ruction and completion of the 
harvesting facility currently under construction by the Divestment Business.149  
(131)  In the Form RM, it is clarified that the Divestment Business had signed contracts 
for all major components of the new harvesting facility and start ed groundwork and 
production of equipment for the plant. The Notifying Party has also on 20 October 
2022 explained, in response to an RFI, that the Divestment Business has secured in 
principle all funding necessary for the completion of the construction of  the 
slaughter facility.150  
6.3.4.3.  Non-solicitation clause  
(132)  The Notifying Party commits, subject to customary limitations for a period of 24 
months after the closing of the Transaction , to not solicit, and to procure that its 
Affiliated Undertakings do not solicit,  any personnel or key personnel transferred 
with the Divestment Business.151 
6.3.5.  The Commission’s assessment of the Final Commitments  
(133)  The Commission considers that, for the reasons set out below, the Final 
Commitments remove the serious doubts previously identif ied as to the 
compatibility of the Transaction with the market for  farming and primary 
processing of Icelandic salmon.  
(134)  Under t he Final Commitments, the Notifying Party will make its best efforts to 
ensure that the joint arrangement for wellboat ser vices co ntinues for at least 
[…] months after the transaction closes.  
(135)  The Final Commitments also set out a non -solicitation clause in regard to all 
personnel, with a duration of 24 months following the closing of the Transaction .  
(136)  Furthermore, the Final Commitmen ts provide that the Divestment Business shall 
have access to Arnarlax’s slaughtering services until […], and that the purchaser of 
the Divestment Business must support the completion of the construction of this 
slaughter facility.  
                                                 
148  Annex 1, Final Commitments, Schedule, point 2(g).  
149  Annex 1, Final Commitments, point 16(c).  
150  The last tranche of funding is a  bank loan that has already been approved by the issuing financial 
authority. As at 20 October 2022, this loan approval is dependent on the authorisation from Arctic 
Fish’s management board. In this regard, the Commission considers that Arctic Fish has the  access to 
financing to carry out its planned CAPEX investments.  
151  Annex 1, Final Commitments, point 12.  
 
 
 
35 
 (137)  Given these amendments t o the Initial Commitments, as well as the clarifications 
from the Notifying Party with regard to the funding of the Divestment Business’s 
construction of the slaughter facility, it is ensured that the Divestment Business can 
operate as a viable business that is able to compete effectively on a lasting basis . 
The concerns of the respondents to the market test, as set out in Section 6.3.2,  are 
thereby addressed by the Final Commitments.  
(138)  For the reasons outlined above, the Commission concludes that the Final 
Commitments are sufficient in scope and suitable to eliminate the serious doubts as 
to the compatibility of the Transaction with the internal market and with the 
functioning of the EEA  Agreement with respect to the production  and sale of 
primary processed Icelandic salmon  at EEA -wide level.  
7. CONCLUSION  
(139)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with the 
internal market and with the functioning of the EEA Agreement, subject to full 
compliance with the conditions  in Section B of the Final Commitments annexed to 
the present decision and with the obligations contained in the other sections of the 
said commitments. This decision is adopted in application of Article 6(1)(b) in 
conjunction with Article 6(2) of the Merger Regulation  and Article 57 of the EEA  
Agreement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive  Vice-President  
1  25/10/2022  
 
 
Case M.10699 – SalMar/NTS 
COMMITMENTS TO THE EUROPEAN  COMMISSION  
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), 
SalMar  ASA (the  “Notifying Party ”) hereby enters into the following Commitments (the 
“Commitments ”) vis -à-vis the European Commission (the “ Commission ”) with a view to rendering 
completion of the public bid by the Notifying Party to take control of a majority of the shar es in 
NTS  ASA, forming the acquisition of control within the meaning of Article 3(1)(a) of the Merger 
Regulation (the “ Concentration ”), compatible with the internal market and the functioning of the EEA  
Agreement.  
 
This text shall be interpreted in light o f the Commission’s decision pursuant to Article 6(1)(b) of the 
Merger Regulation, to declare the Concentration compatible with the internal market and the functioning 
of the EEA Agreement (the “ Decision ”), in the general framework of European Union law, in  particular 
in light of the Merger Regulation, and by reference to the Commission Notice on remedies acceptable 
under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (the 
“Remedies  Notice ”). 
 
Section A.         Definitions  
 
1. For the purpose of the Commitments, the following terms shall have the following  meaning:  
 
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate parents of 
the Parties, whereby the notion of control shall be interpreted pursuant to Article 3 of the Merger 
Regulation and in light of the Commission Consolidated Jurisdictional Notice under Council 
Regulation (EC) No 139/2004 on the control of concentrations between undertakings.  
 
Assets: the assets that contribut e to the current operation or are necessary to ensure the viability and 
competitiveness of the Divestment Business as indicated in Section B, paragraph 5 and described 
more in detail in the  Schedule.  
 
Closing : the transfer of the legal title to the Divestm ent Business to the  Purchaser.  
 
Closing Period : the period of [period ] months from the approval of the Purchaser and the terms of 
sale by the  Commission.  
 
Confidential Information : any business secrets, know -how, commercial information, or any other 
information of a proprietary nature that is not in the public  domain  including any inside information 
pursuant to the Regulation (EU) No 596/2014 (the Market Abuse Regulation) . 
 
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity and independence 
in discharging its duties under the  Commitments.  
2   
Divestment Business : NTS’ business within farming and primary processing of salmon  in Iceland  
as defined in Section B and the Schedule which the Notifying Party commits to dives t. 
 
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the Commission 
and appointed by the Notifying Party and who has/have received from the Notifying Party the 
exclusive Trustee Mandate to sell the Divestment Business to a  Purchaser  at no minimum  price.  
 
Effective Date : the date of adoption of the  Decision.  
 
First Divestiture Period : the period of [period ] months from the Effective Date . 
 
Hold Separate Manager : the person appointed by the Notifying Party for the Divestment Business 
to manage the day -to-day business under the supervision of the Monitoring  Trustee . 
 
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Divestment Business  as listed in the Schedule , including the Hold Separate  Manager.  
 
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the Commission 
and appointed by the Notifying Party, and who has/have the duty to monitor the Notifying Party’s 
compliance with the conditions and obligations attached to the  Decision . 
 
NRS : Norway Royal Salmon ASA incorporated under the laws of Norway, with its registered office 
at Ferjemannsveien 10, 7042 Trondheim, Norway and registered with the Commercial/Company 
Register at Foretaksregisteret un der number 864 234 232  
 
Parties: the Notifying Party and the undertaking that is the target of the concentration.  
 
Personnel : all staff currently employed by the Divestment  Business, including staff seconded to the 
Divestment Business  and shared personnel , including any employees employed prior to Closing, 
but no employees that have resigned or terms of employment been legally terminated . 
 
Purchaser : the entity approved by the Commission as acquirer of the Divestment Business in 
accordance with the criteria  set out in Section  D. 
 
Purchaser Criteria : the criteria laid down in paragraph 16 of these Commitments that a Purchaser 
must fulfil in order to be approved by the  Commission.  
 
SalMar: SalMar ASA (as the legal successor of NRS  and owner of the Divestment Business at the 
time of Closing), incorporated under the laws of Norway, with its registered office at 7266 Kverva, 
Frøya, Norway and registered with the Commercial/Company Register at Foretaksregisteret under 
number  960 514 718 
 
Schedule : the schedule to these Commitments describing more in detail the Divestment  Business.  
 
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may  be. 
 
Trustee Divestiture Period : the period of [period ] months from the end of the First Divestiture  
Period.   
3   
Section  B. The commitment to divest and the Divestment  Business  
 
Commitment to  divest  
 
2. In order to maintain effective competition, the Notifying Party  commits to divest, or procure the 
divestiture of the Divestment Business by the end of the Trustee Divestiture Period as a going 
concern to a purchaser and on terms of sale approved by the Commission in accordance with the 
procedure described in paragraph  17 of these Commitments. To carry out the divestiture, the 
Notifying Party  commits to find a purchaser and to enter into  a final binding sale and purchase 
agreement  for the sale  or divestment  of the Divestment Business within the First Divestiture Period. 
If the Notifying Party  has not entered into such an agreement at the end of the First Divestiture 
Period, the Notifying Party shall grant the Divestiture Trustee an exclusive mandate to sell the 
Divestment Business in accordan ce with the procedure described in paragraph 29 in the Trustee 
Divestiture  Period.  
 
3. The Notifying Party shall be deemed to have complied with this commitment  if: 
(a) by the end of the Trustee Divestiture Period, the Notifying Party or the Divestiture 
Trustee has entered into  a final binding sale and purchase agreement  for the Divestment 
Business  and the Commission approves the proposed purchaser and the terms of sale as 
being consistent with the Commitments in accordance with the procedure described in 
paragraph 17; and  
(b) the Closing of the sale of the Divestment Business to the  Purchaser takes pla ce within 
the Closing Period.  
 
4. In order to maintain the structural effect of the Commitments, the Notifying Party shall, for a period 
of 10 years after Closing, not acquire, whether directly or indirectly, the possibility of exercising 
influence (as define d in paragraph 43 of the Remedies Notice, footnote 3) over the whole or part of 
the Divestment Business, unless, following the submission of a reasoned request from the Notifying 
Party showing good cause and accompanied by a report from the Monitoring Trus tee (as provided 
in paragraph 43 of these Commitments), the Commission finds that the structure of the market has 
changed to such an extent that the absence of influence over the Divestment Business is no longer 
necessary to r ender the proposed concentration compatible with the internal  market.  
 
Structure and definition of the Divestment  Business  
 
5. The Divestment Business consists of  
(a) the 16,346,824 shares in Arctic Fish Holding AS, a private limited company 
incorporated under the laws of Norway, registered with the Norwegian Register of 
Business Enterprises under registration number 825  904 042 currently held by NRS , but 
will be owned by t he Notifying Party as the legal successor of NRS  at the time of 
Closing ; and  
(b) the legal and functional structure of the Divestment Business  as operated to date is 
described in the Schedule. The Divestment Business , described in more detail in the 
Schedule, includes all assets and staff that contribute to the current operation or are 
necessary to ensure the viability and competitiveness of the Divestment Business, in  
4  particular:  
• all tangible  and intangible  assets (including intellectual property 
rights) ; 
• all licences, permits and authorisations  issued by any governmental 
organisation for the benefit of  the Divestment Business;  
• all contracts, leases, commitments and customer orders of the 
Divestment Business; all customer, credit and other records of the 
Divest ment  Business; and 
• the Personnel  and Key Personnel . 
 
6. In addition, the Divestment Business includes the benefit, for a transitional period  of up to 24 months 
from  Closing and on fair and equitable market terms and conditions , of all current arrangements , 
under which the Notifying Party  or its Affiliated Undertakings supply products or services to the 
Divestment Business, as detailed in the Schedule, unless otherwise agreed with the Purchaser. Strict 
firewall procedures will be adopted so as to ensure tha t any competitively sensitive information 
related to, or arising from such supply arrangements (for example, product roadmaps) will not be 
shared with, or passed on to, anyone outside the Icelandic operations conducted by the Notifying 
Party  and/or its Aff iliated Undertakings.  
 
Section  C. Related  commitments  
 
Preservation of viability, marketability and  competitiveness  
 
7. From the Effective Date until Closing, the Notifying Party shall preserve or procure the preservation 
of the economic viability, marketability and competitiveness of the Divestment Business, in 
accordance with good business practice, and shall minimise as far as possible any risk of loss of 
competitive potential of the Divestment Business. In particular the Notifying Party  undertakes:  
(a) not to carry out any action that might have a significant adverse impact on the value, 
management or competitiveness of the Divestment Business or that might alter the 
nature and scope of activity, or the industrial or commercial strategy or the investment 
policy of the Divestment Business;  
(b) to make available, or procure to make available, sufficient resources for the 
developmen t of the Divestment Business, on the basis and continuation of the existing 
business plans;  
(c) to take all reasonable steps, or procure that all reasonable steps are being taken, 
including appropriate incentive schemes (based on industry practice), to encoura ge all 
Key Personnel to remain with the Divestment Business, and not to solicit or move any 
Personnel to the Notifying Party’s  remaining business. Where, nevertheless, individual 
members of the Key Personnel exceptionally leave the Divestment Business, the 
Notifying Party  shall provide a reasoned proposal to replace the person or persons 
concerned to the Commission and the Monitoring Trustee. The Notifying Party  must be 
able to demonstrate to the Commission that the replacement is well suited to carry out 
the functions exercised by those individual members of the Key Personnel. The 
replacement shall take place under the supervision of the Monitoring Trustee, who shall 
report to the Commission.  
5   
Hold -separate  obligations  
 
8. The Notifying Party commits, from the  Effective Date until Closing, to keep the Divestment 
Business separate from the business(es) it is retaining and to ensure that unless explicitly permitted 
under these Commitments:  (i) best efforts shall be made that the current CEO of Arctic Fish Holding  
AS currently seconded from NRS continue s its position as CEO in Arctic Fish Holding AS at least 
until Closing (ii) other management and staff of the business(es) retained by the Notifying Party  
have no involvement in the Divestment Business; (ii i) the Key Personnel and Personnel of the 
Divestment Business have no involvement in any business retained by the Notifying Party  and do 
not report to any individual outside the Divestment  Business.  
 
9. Until Closing, the Notifying Party  shall assist the Monit oring Trustee in ensuring that the 
Divestment Business is managed as a distinct and saleable entity separate from the business(es) 
which the Notifying Party  is retaining. Immediately after the adoption of the Decision, the Notifying 
Party  shall appoint a H old Separate Manager. The Hold Separate Manager, who shall be part of the 
Key Personnel, shall manage the Divestment Business independently and in the best interest of the 
business with a view to ensuring its continued economic viability, marketability and  competitiveness 
and its independence from the businesses retained by the Notifying Party . The Hold Separate 
Manager shall closely cooperate with and report to the Monitoring Trustee and, if applicable, the 
Divestiture Trustee. Any replacement of the Hold Separate Manager shall be subject to the 
procedure laid down in paragraph 7(c) of these Commitments. The Commission may, after having 
heard the Notifying Party , require the Notifying Party  to replace the Hold Separate  Manager.  
 
10. To ensure that the Divestment Business is held and managed as a separate entity the Monitoring 
Trustee shall exercise the Notifying Party’s rights as shareholder or indirect shareholder in the legal 
entity or entities that constitute the Divestment Business (except for its r ights in respect of dividends 
that are due before Closing), with the aim of acting in the best interest of the business, which shall 
be determined on a stand -alone basis, as an independent financial investor, and with a view to 
fulfilling the Notifying Par ty’s obligations under the Commitments. Furthermore, the Monitoring 
Trustee shall have the power to replace members of the supervisory board or non -executive directors 
of the board of directors, who have been appointed on behalf of the Notifying Party (inc luding its 
Affiliated Undertakings) or NRS . Upon request of the Monitoring Trustee, any member of the board 
of Arctic Fish Holding AS (including its subsidiaries) not considered to be independent of the 
Notifying Party  or NRS  shall resign as a member of th e board or the Notifying Party  shall cause 
such members of the boards to  resign.  
 
Ring-fencing  
 
11. The Notifying Party  shall implement, or procure to implement, all necessary measures to ensure that 
it does not, after the Effective Date, obtain any Confidential Information relating to the Divestment 
Business and that any such Confidential Information obtained by the Notif ying Party  before the 
Effective Date will be eliminated and not be used by the Notifying Party . This includes measures 
vis-à-vis members of the board of directors in Arctic Fish Holding AS and its subsidiaries not 
considered independent from or the Notifyi ng Party.  In particular, the participation of the 
Divestment Business in any central information technology network shall be severed to the extent 
possible, without compromising the viability of the Divestment Business. The Notifying Party  may 
obtain or ke ep information relating to the Divestment Business which is reasonably necessary for 
6  the divestiture of the Divestment Business or the disclosure of which to the Notifying Party  is 
required by  law or applicable stock exchange rules . 
 
Non-solicitation  claus e 
 
12. The Parties undertake, subject to customary limitations  for a period of 24 months after 
Closing , not to solicit, and to procure that its Affiliated Undertakings do not solicit, any 
Personnel  or Key Personnel  transferred with the Divestment Business . 
 
Due diligence  
 
13. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment 
Business, the Notifying Party  shall, subject to customary confidentiality assurances and dependent 
on the stage of the divestiture  process:  
(a) provide to potential purchasers sufficient information as regards the Divestment 
Business;  and 
(b) provide to potential purchasers sufficient information relating to the Personnel and 
allow them reasonable access to the Personnel.  
 
Reporting  
 
14. The Notifying Party  shall submit written reports in  English language  on potential purchasers of the 
Divestment Business and developments in the negotiations with such potential purchasers to the 
Commission and the Monitoring Trustee no later than 10 days after the end o f every month following 
the Effective Date (or otherwise at the Commission’s request). The Notifying Party shall submit a 
list of all potential purchasers having expressed interest in acquiring the Divestment Business to the 
Commission at each and every st age of the divestiture process, as well as a copy of all the offers 
made by potential purchasers within five days of their  receipt.  
 
15. The Notifying Party  shall inform the Commission and the Monitoring Trustee on the preparation of 
the data room documentatio n and the due diligence procedure and shall submit a copy of any 
information memorandum to the Commission and the Monitoring Trustee before sending the 
memorandum out to potential  purchasers.  
 
Section  D. The Purchaser  
 
16. In order to be approved by the Commission, the Purchaser must fulfil the following  criteria:  
(a) the Purchaser shall be independent of and unconnected to the Notifying Party and its 
Affiliated Undertakings (this being assessed having regard to the situation following 
the divestiture) ; 
(b) the Purchaser shall have the financial resources, proven expertise and incentive to 
maintain and develop the Divestment Business as a viable and active competitive force 
in competition with the Parties and other competitors;   
(c) the Purchaser shall be one who con firms that it will support and not oppose the 
continued construction and completion of the harvesting  facility in Bolungarvik 
currently under construction by Arctic Fish ; and 
7  (d) the acquisition of the Divestment Business by the Purchaser must neither be likel y to 
create, in light of the information available to the Commission, prima facie competition 
concerns nor give rise to a risk that the implementation of the Commitments will be 
delayed. In particular, the Purchaser must reasonably be expected to obtain al l necessary 
approvals from the relevant regulatory authorities for the acquisition of the Divestment 
Business.  
 
17. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the 
divestment  of the Divestment  Business  shall be conditional  on the Commission’s  approval.  When  
the Notifying Party has  reached an agreement with a purchaser, it shall submit a fully documented 
and reasoned proposal, including a copy of the final agreement(s), within one week to the 
Commission and the Mo nitoring Trustee. The Notifying Party must be able to demonstrate to the 
Commission that the purchaser fulfils the Purchaser Criteria and that the Divestment Business is 
being sold in a manner consistent with the Commission's Decision and the Commitments. For the 
approval, the Commission shall verify that the purchaser fulfils the Purchaser Criteria and that the 
Divestment Business is being sold in a manner consistent with the Commitments including their 
objective to bring about a lasting structural change in the market. The Commission may approve the 
sale of the Divestment Business without one o r more Assets or parts of the Personnel, or by 
substituting one or more Assets or parts of the Personnel with one or more different assets or 
different personnel , if this does not affect the viability and competitiveness of the Divestment 
Business after the sale, taking account of the proposed  purchaser.  
 
Section  E. Trustee  
 
I. Appointment  procedure  
 
18. The Notifying Party shall appoint a Monitoring Trustee to carry out the  functions specified in these 
Commitments for a Monitoring Trustee. The Notifying Party commits not to close the Concentration 
before the appointment of a Monitoring  Trustee.  
 
19. If the Notifying Party has not entered into a binding sale and purchase agreement regarding the 
Divestment Business [period]  before the end of the First Divestiture Period or if the Commission 
has rejected a purchaser proposed by the Notifying Party at that time or thereafter, the Notifying 
Party shall appoint a Divestiture Trustee. The appointment of the Divestiture Trustee shall take 
effect upon the commencement of the Trustee Divestiture  Period.  
 
20. The Trustee  shall:  
(a) at the time of appointment, be independent of the Notifying Party and its Affiliated 
Undertakings;  
(b) possess the necessary qualifications to carry out its mandate, for example have 
sufficient relevant experience as an investment banker or consultant or auditor; and  
(c) neither have nor become exposed to a Conflict of Int erest.  
 
21. The Trustee shall be remunerated by the Notifying Part y in a way that does not impede the 
independent and effective fulfilment of its mandate. In particular, where the remuneration package 
of a Divestiture Trustee includes a success premium linked to the final sale value of the Divestment 
8  Business, such success premium may only be earned if the divestiture takes place within the Trustee 
Divestiture  Period.  
 
Proposal by  the Notifying Party  
 
22. No later than two weeks after the Effective Date, the Notifying Party shall submit the name or names 
of one or more natural or legal persons whom the Notifying Party proposes to appoint as the 
Monitoring Trustee to the Commission for approval. No later than one month before the end of the 
First Divestitur e Period or on request by the Commission, the Notifying Party  shall submit a list of 
one or more persons whom the Notifying Party proposes to appoint as Divestiture Trustee to the 
Commission for approval. The proposal shall contain sufficient information f or the Commission to 
verify that the person or persons proposed as Trustee fulfil the requirements set out in paragraph 20 
and shall  include:  
 
(a) the full terms of the proposed mandate, which shall include all provisions necessary  to 
enable the Trustee to fulfil its duties under these  Commitments;  
 
(b) the outline of a work plan which describes how the Trustee intends to carry out its 
assigned  tasks;  
 
(c) an indication whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different trustees are proposed for the two  functions.  
 
Approval or rejection by the  Commission  
 
23. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to 
approve the proposed mandate subject to any modifications it deems necessary for the Trustee to 
fulfil its obligations. If only one name is approved, the Notifying  Party shall appoint or cause to be 
appointed the person or persons concerned as Trustee, in accordance with the mandate approved by 
the Commission. If more than one name is approved, the Notifying Party shall be free to choose the 
Trustee to be appointed from among the names approved. The Trustee shall be appointed within one 
week of the Commission’s approval, in accordance with the mandate approved by the  Commission.  
 
New proposal by the  Notifying Party  
 
24. If all the proposed Trustees are rejected, the Notifying Party shall submit the names of at least two 
more natural or legal persons within one week of being informed of the rejection, in accordance 
with paragraphs 18 and 23 of these  Commitments.  
 
Trustee nominated by the  Commission  
 
25. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a 
Trustee, whom the Notifying Party shall appoint, or cause to be appointed, in accordance with a 
trustee mand ate approved by the  Commission.  
 
 
 
 
9  II. Functions of the  Trustee  
 
26. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the 
Commitments. The Commission may, on its own initiative or at the request of the Trustee or the 
Notifying Party , give any orders or instructions to the Trustee in order to ensure compliance with 
the conditions and obligations attached to the  Decision.  
 
Duties and obligations of the Monitoring  Trustee  
 
27. The Monitoring Trustee  shall:  
 
(i) propose in its first report to the Commission a detailed work plan describing how it intends 
to monitor compliance with the obligations and conditions attached to the Decision.  
 
(ii) oversee, in close co -operation with the Hold Separate Manager, the on -going management 
of the Divestment Business with a view to ensuring its continued economic viability, 
marketability and competitiveness and monitor compliance by the Notifying Party with the 
conditions and obligations attached to the Decision. To that end the Monitoring Trus tee 
shall:  
 
(a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business, and the keeping separate of the 
Divestment Business from the business retained by the Parties, in accordance with 
paragraphs 7 and 8 of these  Commitments;  
 
(b) supervise the management of the Divestment Business as a distinct and saleable 
entity, in accordance with paragraph 9 of these  Commitments;  
 
(c) with respect to Confidential  Information:  
 
 determine all necessary measures to ensure that the Notifying Party  does not 
after the Effective Date obtain any Confidential Information relating to the 
Divestment  Business,  
 in particular strive for the severing of the Divestment Business’ participation  
in a central information technology network to the extent possible, without 
compromising the viability of the Divestment  Business,  
 make sure that any Confidential Information relating to the Divestment  
Business obtained by the Notifying Party  before the Effective Date is 
eliminated and will not be used by the Notifying Party , and 
 decide whether such information may be disclosed to or kept by the Notifying 
Party  as the disclosure is reasonably necessary to allow the Notifying Party  to 
carry out  the divestiture or as the disclosure is required by  law; 
 
(d) monitor the splitting of assets and the allocation of Personnel between the 
Divestment Business and the Notifying Party  or Affiliated  Undertakings;  
 
(iii) propose to the Notifying Party  such measures as the Monitoring Trustee considers necessary 
to ensure the Notifying Party ’s compliance with the conditions and obligations attached to 
10  the Decision, in particular the maintenance of the full economic viability, marketability or 
competitiven ess of the Divestment Business, the holding separate of the Divestment 
Business and the non - disclosure of competitively sensitive  information;  
 
(iv) review and assess potential purchasers as well as the progress of the divestiture process and 
verify that, depe ndent on the stage of the divestiture  process:  
 
(a) potential purchasers receive sufficient and correct information relating to the 
Divestment Business and the Personnel in particular by reviewing, if available, the 
data room documentation, the information mem orandum and the due diligence 
process,  and 
 
(b) potential purchasers are granted reasonable access to the  Personnel;  
 
(v) act as a contact point for any requests by third parties, in particular potential purchasers, in 
relation to the  Commitments;  
 
(vi) provide to the Commission, sending the Notifying Party  a non -confidential copy at the same 
time, a written report within 15 days after the end of every month that shall cover the 
operation and management of the Divestment Business as well as the splitting of assets and 
the allocation of Personnel so that the Commission can assess whether the business is held 
in a manner consistent with the Commitments and the progress of the divestiture process as 
well as potential  purchasers;  
 
(vii) promptly report in writing to  the Commission, sending the Notifying Party  a 
non-confidential copy at the same time, if it concludes on reasonable grounds that the 
Notifying Party  is failing to comply with these Commitments;  
 
(viii)  within one week after receipt of the documented proposal ref erred to in paragraph 17 of 
these Commitments, submit to the Commission, sending the Notifying Party  a 
non-confidential copy at the same time, a reasoned opinion as to the suitability and 
independence of the proposed purchaser and the viability of the Divestment Business after 
the sale and as to whether the Divestment Business is sold in a manner consistent with the 
conditions and obligations attached to the Decision , in particular, if relevant, whether the 
sale of the Divestmen t Business without one or more Assets or not all of the Personnel 
affects the viability of the Divestment Business after the sale, taking account of the proposed 
purchaser ; and 
 
(ix) assume the other functions assigned to the Monitoring Trustee under the conditions and 
obligations attached to the  Decision.  
28. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the Monitoring 
Trustee and the Divestiture Trustee shall cooperate closely with each other during and for the 
purpose of the preparation of the Trustee Divestiture Period in order to facilitate each other's  tasks.  
 
Duties and obligations of the Divestiture  Trustee  
 
29. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price the 
Divestment Business to a purchaser, provided that the Commission has approved both the purchaser 
11  and the final binding sale and purchase agreement (and ancill ary agreements) as in line with the 
Commission's Decision and the Commitments in accordance with paragraphs 1 6 and 17 of these 
Commitments. The Divestiture Trustee shall include in the sale and purchase agreement (as well as 
in any ancillary agreements) such terms and conditions as it considers appropriate for an expedient 
sale in the Trustee Divestiture Period. In particular, the Divestiture Trustee may include in the sale 
and purchase agreement such customary representations a nd warranties and indemnities as are 
reasonably required to effect the sale. The Divestiture Trustee shall protect the legitimate financial 
interests of the Notifying Party , subject to the Notifying Party’ s unconditional obligation to divest 
at no minimum price in the Trustee Divestiture  Period.  
 
30. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee 
shall provide the Commission with a comprehensive monthly repo rt written in English language on 
the progress of the divestiture process. Such reports shall be submitted within 15 days after the end 
of every month with a simultaneous copy to the Monitoring Trustee and a non -confidential copy to 
the Notifying Party . 
 
III. Duties and obligations of the  Parties  
 
31.  The Notifying Party  shall provide and shall cause its advisors to provide the Trustee with all such 
co-operation, assistance and information as the Trustee may reasonably require to perform its tasks. 
The Trustee shall have full and complete access to any of the Notifying Par ty’s or the Divestment 
Business’ books, records, documents, management or other personnel, facilities, sites and technical 
information necessary for fulfilling its duties under the Commitments and the Notifying Party  and 
the Divestment Business shall provi de the Trustee upon request with copies of any document. The 
Notifying Party  and the Divestment Business shall make available to the Trustee one or more offices 
on their premises and shall be available for meetings in order to provide the Trustee with all 
information necessary for the performance of its tasks.  
 
32. The Notifying Party  shall provide the Monitoring Trustee with all managerial and administrative 
support that it may reasonably request on behalf of the management of the Divestment Business. 
This sha ll include all administrative support functions relating to the Divestment Business which 
are currently carried out at headquarters level. The Notifying Party  shall provide and shall cause its 
advisors to provide the Monitoring Trustee, on request, with th e information submitted to potential 
purchasers, in particular give the Monitoring Trustee access to the data room documentation and all 
other information granted to potential purchasers in the due diligence procedure. The Notifying 
Party  shall inform the Monitoring Trustee on possible purchasers, submit lists of potential 
purchasers at each stage of the  selection process, including the offers made by potential purchasers 
at those stages, and keep the Monitoring Trustee informed of all developments in the d ivestiture 
process.  
 
33. The Notifying Party  shall grant or procure Affiliated Undertakings to grant comprehensive powers 
of attorney, duly executed, to the Divestiture Trustee to effect the sale (including ancillary 
agreements), the Closing and all actions and declarations which the Divestiture Trus tee considers 
necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors 
to assist with the sale process. Upon request of the Divestiture Trustee, the Notifying Party  shall 
cause the documents required for effecting  the sale and the Closing to be duly  executed.  
 
34. The Notifying Party  shall indemnify the Trustee and its employees and agents (each an 
12  “Indemnified Party ”) and hold each Indemnified Party harmless against, and hereby agrees that an 
Indemnified Party shall h ave no liability to the Notifying Party  for, any liabilities arising out of the 
performance of the Trustee’s duties under the Commitments, except to the extent that such liabilities 
result from the wilful default, recklessness, gross negligence or bad fait h of the Trustee, its 
employees, agents or  advisors.  
 
35. At the expense of the Notifying Party , the Trustee may appoint advisors (in particular for corporate 
finance or legal advice), subject to the Notifying Party’s  approval (this approval not to be 
unreasonably withheld or delayed) if the Trustee considers the appointment of such advisors 
necessary or appropriate for the performance of its duties and obligations under the Mandate, 
provided that any fees and other ex penses incurred by the Trustee are reasonable. Should the 
Notifying Party  refuse to approve the advisors proposed by the Trustee the Commission may 
approve the appointment of such advisors instead, after having heard the Notifying Party . Only the 
Trustee s hall be entitled to issue instructions to the advisors. Paragraph 34 of these Commitments 
shall apply mutatis mutandis . In the Trustee Divestiture Period, the Divestiture Trustee may use 
advisors who served the Notifying Party  during the Divestiture Period if the Divestiture Trustee 
considers this in the best interest of an expedient  sale. 
 
36. The Notifying Party  agrees that the Commission may share Confidential Information proprietary to 
the Notifying Party  with the Trustee. The Trustee shall not disclose such information and the 
principles contained in Article 17(1) and (2) of the Merger Regulation apply mutatis mutandis . 
 
37. The Notifying Party agree s that the contact details of the Monitoring Trustee are published on the 
website of the Commission's Directorate -General for Competition and they shall inform interested 
third parties, in particular any potential purchasers, of the identity and the tasks o f the Monitoring  
Trustee.  
 
38. For a period of 10 years from the Effective Date the Commission may request all information from 
the Parties that is reasonably necessary to monitor the effective implementation of these 
Commitments.  
 
IV. Replacement, discharge and r eappointment of the  Trustee  
 
39. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, 
including the exposure of the Trustee to a Conflict of  Interest:  
 
(a) the Commission may, after hearing the Trustee and the Notifying  Party , require the Notifying 
Party  to replace the Trustee;  or 
 
(b) the Notifying Party  may, with the prior approval of the Commission, replace the  Trustee.  
 
40. If the Trustee is removed according to paragraph 39 of these Commitments, the Trustee may be 
required to continue in its function until a new Trustee is in place to whom the Trustee has effected 
a full hand over of all relevant information. The new Trustee shall be appointed in accordance with 
the procedure  referred to in paragraphs 18-25 of these  Commitments.  
 
41. Unless removed according to paragraph 39 of these Commitments, the Trustee shall cease to act as 
Trustee only after the Commission has discharged it from its duties after all the Commitments with 
which the Trustee has been entrusted have been implemented. However, the Commission may at 
13  any time r equire the reappointment of the Monitoring Trustee if it subsequently appears that the 
relevant remedies might not have been fully and properly  implemented.  
 
Section  F. The review  clause  
 
42. The Commission may extend the time periods foreseen in the Commitments in response to a request 
from the Notifying Party  or, in appropriate cases, on its own initiative. Where the Notifying Party  
requests an extension of a time period, it shall submit a re asoned request to the Commission no later 
than one month before the expiry of that period, showing good cause . This request shall be 
accompanied by a report from the Monitoring Trustee, who shall, at the same time send a 
non-confidential copy of the report  to the Notifying Party. Only in exceptional circumstances shall 
the Notifying Party  be entitled to request an extension within the last month of any  period.  
 
43. The Commission may further, in response to a reasoned request from the Notifying Part y showing 
good cause waive, modify or substitute, in exceptional circumstances, one or more of the 
undertakings in these Commitments. This request shall be accompanied by a report from the 
Monitoring Trustee, who shall, at the same time send a non -confident ial copy of the report to the 
Notifying Party. The request shall not have the effect of suspending the application of the 
undertaking and, in particular, of suspending the expiry of any time period in which the undertaking 
has to be complied  with.  
 
Section  G. Entry into  force  
 
44. The Commitments shall take effect upon the date of adoption of the  Decision.  
 
(Signed)  
 
[…], attorney  
duly authorised for and on behalf  of 
SalMar ASA  
 

15  2. In accordance with paragraph 5 of these Commitments, the Divestment Business 
includes, but is not limited  to: 
(a) the following main tangible assets:  
• all shares in Arctic Fish Holding AS owned by SalMar (as legal successor to 
NRS)  immediately after completion of the Concentration. Such shares are at 
the time of these Commitments owned by NRS , currently a total of 16,346,824 
shares equalling approximately  51.28% of the entire voting and share capital 
of Arctic Fish Holding AS , and 
• any and all tangible assets required to conduct the Divestment Business in its 
ordinary course, including IT, electronic and computer devices , platforms and 
systems;  office suppl ies; furniture ; and station ery; 
(b) the following main intangible assets:  
• any and all databases, know -how and goodwill that has been obtained by the 
Divestment Business  (as specified above in paragraph 1 of this Schedule) ; 
(c) all main contracts, agreements, leases, commitments and understandings ; 
(d) the following customer, credit and other records:  
• all benefits, assets and liabilities under the key customer contracts in the 
Divestment Business , and  
• all prevailing agreements at the t ime of Closing related to logistics services 
provided by third party logistics partners for operations conducted by the 
Divestment Business;  
(e) the Personnel;  
(f) the Key Personnel;  
• […] (Chief Executive Officer)  
• […] (Chief Financial Officer)  
• […] (Chief Business Development Officer)  
• […] (Quality Manager)  
• […] (Site Manager FW)  
• […] (Project Manager)  
• […] (HR Manager)  
• […] (Operation Manager SW);  and 
(g) the arrangements for the supply with the following products , services or arrangements 
by SalMar  or Affi liated Undertakings:  
• upon expiry on [date]  of the current agreement  between Arnarlax (a company 
owned 51.02% by SalMar) and Arctic Fish, for Arnalax to provide slaughtering 
services to Arctic Fish , SalMar shall  until […], offer the Purchaser to renew 
such arrangement on fair and equitable market  terms and  conditions , and 
• the Notifying Party commits to procure  [obligation to continue wellboat 
services arrangement],  provided that terms and conditions for such 
continuation  (or similar services ) is based o n fair and equitable market terms 
and conditions .  
 
 
3. If there is any asset or personnel which is not covered by paragraph 2 of this Schedule  
but which is both used (exclusively or not) in the Divestment Business and necessary 
for the continued viability and competitiveness of the Divestment Business, that asset 
or adequate substitute will be offered to potential  purchasers.