Sweden’s first Towercast investigation comes to a close
Introduction
On 21 November 2025, the Swedish Competition Authority (SCA) closed its investigation into a merger between two media-monitoring firms, Retriever AB (Retriever) and Infomedia A/S (Infomedia). What is noteworthy about this case is that the deal did not meet the thresholds for a mandatory merger filing in Sweden, nor were the conditions for the authority’s call-in powers met. Instead, the SCA examined whether the deal could amount to an abuse of a dominant position, following the principles set out in the Towercast judgment, case C-449/21.
In its landmark ruling of March 2023, the Court of Justice of the European Union (CJEU) reconfirmed that a national competition authority may rely on the EU’s abuse of dominance rules to scrutinize mergers that fall below both EU and national notification thresholds.
For many years following the adoption of the EU merger regulation (EUMR), the prevailing view was that only merger control rules apply to concentrations, and that such transactions could not be examined under other antitrust rules. In practice, this meant that deals falling below mandatory notification thresholds were seen as enjoying a “safe harbour”: they were not subject to merger review while concurrently beyond the reach of abuse of dominance rules.
While the Illumina/Grail case (C-611/22 P & C-625/22 P) challenged the first part of that assumption, Towercast effectively overturned its second part. The CJEU made clear that non-notifiable mergers are not immune to scrutiny under abuse of dominance rules. Nevertheless, many commentators at the time (including Advocate-General Kokott who wrote the Towercast Opinion) predicted that transactions being reviewed under the abuse of dominance rules would remain “exceptional”.
Retriever/Infomedia is the SCA’s first case under theTowercast precedent, which places Sweden among a small but growing number of member states (including Belgium, the Netherlands and France) where similar inquiries have been pursued. In the following, we revisit the question if the use of the “Towercast tool” is as rare as predicted.
Recap: the Towercast judgment
The Towercast story began with French broadcasting company TDF’s acquisition of its rival Itas. The deal initially slipped through the cracks: it met neither the EU nor the French merger control thresholds. However, Towercast, the only remaining competitor in the market, lodged a complaint with the French Competition Authority, arguing that TDF’s takeover of Itas amounted to an abuse of its dominant position.
Although the authority opened an investigation, it ultimately decided not to pursue the case. Its view at the time was that the merger control rules applied exclusively to concentrations and effectively barred competition authorities from examining such deals under abuse-of-dominance rules.
Towercast appealed. In the proceedings, the French court referred a question to the CJEU, asking if the merger control rules preclude national competition authorities from applying abuse of dominance rules to concentrations not subject to EU or national notification requirements.
In answering the French court, the CJEU recalled its 1973 Continental Can judgment, where the Court first had clarified that acquisitions by a dominant company may, in certain circumstances, amount to abuse. Even though Continental Can pre-dated the introduction of the EU Merger Regulation, the Court concluded that a concentration which is not subject to a filing requirement in the EU or in the Member State may be subject to Article 102 TFEU, provided the following conditions are satisfied:
The acquirer must be dominant on a given market, and the acquired company must be active in that market;
The competition in the market must be substantially impeded due to the acquisition. In this regard, the mere finding that the dominant firm’s position has been strengthened is not sufficient to establish abuse; the degree of dominance achieved through the acquisition would have to substantially impede competition, meaning that only undertakings whose behavior depends on the dominant firm would remain in the market.
It remains to be seen if the legal test set out inTowercastcoincides with the test on the strengthening of a dominant position set out in Article 2(3) of the EUMR, or if the application ofTowercastrequires some form of super-dominance. The main difference in wording appears to be the use of the term “substantially” as opposed to “significantly”, and it is uncertain whether substantial is intended to denote a higher standard for intervention. However, what is clear is that Article 102 TFEU cannot be applied in the absence of dominance, which makes it a more narrow test than under the EUMR in that regard.
The Retriever/Infomedia case
17 months after the Court handed down the Towercast judgement, in August 2024, the SCA opened an investigation into the proposed merger between Retriever and Infomedia under the abuse of dominance rules.
The transaction involved the creation of a jointly owned holding company to which both parties’ shares would be transferred. The new entity would be jointly controlled by Retriever’s owners (TT Nyhetsbyrån and Norsk Telegrambyrå) and Infomedia’s owners (JP/Politikens Hus and Berlingske Media).
Both Retriever and Infomedia operated in the Nordic media monitoring sector. Media monitoring generally involves supplying curated insights on customers’ visibility across traditional and digital channels. In practice, this means delivering reports showing where the client has been mentioned, whether in news articles, broadcast segments, social media, podcasts or other relevant outlets. Suppliers generally also offer additional services, such as media archives, media analysis and management of social media.
The SCA closed its investigation on 21 November 2025, roughly 15 months after it began. While the authority appears to have conducted a comprehensive investigation (which included information requests, meetings with industry participants as well as a customer market survey) the final decision is thin on details. It does not specify the authority’s initial concerns nor explain on what basis the joint entity was suspected of holding a dominant position. The decision offers only scattered hints of what lay behind the SCA’s initial concerns.
One possible trigger was Retriever’s ownership structure, since it was indirectly owned by several large Nordic media groups. Retriever was partly held by TT Nyhetsbyrån, which in turn was owned by Schibsted, Bonnier News and NTM Media. According to the SCA, these groups provided a significant share of the media content on which both Retriever’s and Infomedia’s monitoring services rely.
While Retriever was larger than Infomedia, it is not immediately apparent how Retriever could be deemed to hold a dominant position in Sweden, nor that it would become dominant through the transaction. The company’s annual turnover is a relatively modest EUR 40 million, and the SCA notes that at least six other media-monitoring providers operate in Sweden, several of which, while smaller, post revenues that are broadly comparable to Retriever’s.
In this context, it is worth noting that the deal was notified in Norway after the Norwegian Competition Authority called it in for review. The merger was eventually cleared subject to structural remedies requiring the divestment of Infomedia Norway. The authority found that the combined business would become by far the largest player in Norway and that the transaction would substantially weaken competition by removing the strong competitive constraints the two firms had previously exercised on each other.
The Swedish decision is equally thin on why the investigation was closed. The SCA confined itself to the brief remark that the investigation had not shown that there were sufficient grounds to continue the abuse of dominance probe any further.
It is possible that the SCA shared similar concerns as the Norwegian authority, i.e., that the merger would lead to non-coordinated effects by eliminating the competitive pressure between the parties, creating a dominant actor in Sweden, possibly reinforced by vertical foreclosure strategies. One may simply assume that the SCA did not consider the case to meet the standard set out in theTowercast judgement.
Other European Cases
While there may be other European cases, the following investigations drawing on the Towercast judgment have been widely reported in the legal press:
Belgium: The entertainment company Live Nation’s takeover of Belgian music festival Pukkelpop.
Belgium: The flour company Dossche Mills’ acquisition of its rival Ceres’ artisanal flour business.
France: Doctolib, a website for booking medical appointments, was fined EUR 4.7 million for abusing its dominant position, partly for exclusivity and tying practices, but also for the “predatory acquisition” of rival MonDocteur in 2018.
The Netherlands: Cash transport company Brink’s acquisition of the Dutch arm of Ziemann.
Belgium: The incumbent telecommunications operator Proximus’ acquisition of Edpnet (a supplier of broadband communications services).
Outlook
Two years and eight months after the Towercast ruling, national competition authorities in at least four EU member states have opened at least six investigations. While not a large number in absolute terms, the use appears more widespread than was expected at the time of the judgment.
Is this a welcome development? From the authorities’ point of view, the tool allows for the review of problematic concentrations that would otherwise be out of reach. With existing limitations to merger control regimes, it may prove beneficial in some individual cases.
However, viewed as a choice between adapting merger review thresholds or extending call-in powers on the one hand, and deploying Towercast on the other, it is difficult to see any advantages to the latter.
The merger control regimes offer well-established substantive tests, predictable timelines, and an established route for parties to obtain legal certainty. By contrast, Towercast leaves parties without a clear legal test for self-assessment, no obvious route for triggering a review, nor a legal timeline on which they can base their deal planning.
As the Retriever/Infomedia case illustrates, a Towercast investigation may take a very long time compared to merger reviews. Although no standstill obligation applies, companies are likely to delay implementation if there is any risk that the authority will subsequently intervene with fines and/or de facto orders to reverse the transaction.
Given the way the Swedish call-in powers are regulated, it is also noteworthy that Towercast will primarily apply to smaller buyers, while buyers with a higher turnover can “benefit” from the more predictable call-in/voluntary notification route, e.g., when acquiring a small competitor.
Since the European Commission itself cannot use Towercast to intervene against concentrations, there is also a risk of fragmentation in the application of the doctrine across the EU, which will have to develop over years of preliminary reference cases before the CJEU.
Nevertheless, for now, the possibility of a Towercast-type investigation for below threshold-mergers is a reality that companies have to consider. The recent Swedish example shows that cases may be opened even in situations where single firm dominance appears unlikely. Awaiting further clarification on the substantive legal test, self-assessments of concentrations with effects in Sweden will thus have to be carried out irrespective of whether the filing thresholds are met.
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