The Swedish Competition Authority (Konkurrensverket) decided to open an in-depth, so-called special investigation into Hypergene AB’s planned acquisition of sole control over Stratsys AB. The decision, adopted under Chapter 4, Section 11 of the Swedish Competition Act, marks the start of a Phase II review and reflects the Authority’s view that the transaction warrants closer scrutiny before it can be cleared.
Hypergene notified the proposed acquisition on 5 January 2026. The company is a Swedish software provider primarily active in the Nordic region and ultimately owned by the private equity firm Thoma Bravo. Hypergene develops and supplies a platform for business, financial and portfolio management, with a strong focus on financial planning and analysis. Its solutions include tools for strategic planning, budgeting and forecasting, analytics, KPI monitoring and business reporting, and are offered to both private and public sector customers.
Stratsys is also a Swedish software company, established in Norway and mainly focused on Nordic markets. It provides a digital platform for governance and management systems, covering areas such as governance, risk management and compliance, environmental and social responsibility, corporate governance, strategic planning and quality management. Like Hypergene, Stratsys serves both public and private sector clients.
The competitive overlap between the two companies arises primarily in software solutions for strategic planning. These digital tools enable organisations to translate overarching strategies and political or corporate visions into operational goals, activities, risk assessments and assigned responsibilities across different levels of an organisation. They also allow continuous monitoring of progress and performance. In the public sector, such tools can play a particularly important role given regulatory requirements imposed on public bodies to establish and document operational plans.
In its initial review, the Swedish Competition Authority focused on the parties’ activities in relation to strategic planning software supplied to public sector customers. According to the Authority, this is the segment where the overlap appears most significant. During the preliminary phase, the Authority gathered information from competitors and other market participants and contacted all public sector customers that use strategic planning software from either Hypergene or Stratsys. It also examined internal documents from the parties and began analysing public procurement data in order to assess how frequently the two companies compete against each other and which other suppliers have participated in relevant tenders in recent years.
The investigation so far has revealed concerns among several market participants. A number of respondents described Hypergene and Stratsys as the two leading suppliers of strategic planning software to the public sector. This perception, which appears consistent with the Authority’s initial procurement analysis, differs in certain respects from the market description presented in the parties’ notification. Some stakeholders have also pointed to the existence of barriers to entry in this segment, suggesting that it may be difficult for new or smaller suppliers to establish themselves, particularly given the technical, regulatory and reputational requirements associated with public procurement.
Under Swedish merger control rules, a concentration must be prohibited if it is liable to significantly impede effective competition in Sweden or in a substantial part of the country. In assessing this, particular attention is paid to whether the transaction would create or strengthen a dominant position. At this stage, the Authority has concluded that it cannot rule out the risk that the proposed acquisition could lead to such negative competitive effects, especially in the public-sector segment for strategic planning software. As a result, a more detailed investigation is considered necessary to evaluate the structure of the market, the closeness of competition between the parties and the potential impact of the transaction on prices, quality, innovation and customer choice.
The opening of a special investigation extends the review period by three months. The Swedish Competition Authority must reach a final decision by 10 May 2026. It will then decide whether to clear the transaction without conditions or to prohibit it. Until that decision is taken, the parties are subject to a standstill obligation and may not complete or otherwise implement the acquisition.
The case is likely to be closely followed within the Nordic software sector and by public authorities that rely on digital tools for strategic governance and planning. The Authority’s final assessment may offer important guidance on how competition law applies to specialised enterprise software markets, particularly those shaped by public procurement frameworks and regulatory obligations.